"Advent of Midnight"

Chapter 1: "Lilith, Lilith, My Fair Lilith"

Disclaimer: Spider-Man and all related characters belong to Marvel Comics and Marvel Studios. Darkstalkers and all related characters belong to Capcom. I am neither Marvel nor Capcom, so I do not make any kind of meaningful profit from this story, just pure satisfaction that somebody is indulging my craziness by reading this.

Author's note: As a kid, whenever I would play Marvel vs. Capcom (1 or 2), I'd almost always make sure Spider-Man and Morrigan were on the same team. Spider-Man was my favorite Marvel superhero (and still is) and Morrigan was my favorite character in Darkstalkers, so it only made sense to pair them up. Looking back on those happy times has inspired me to write crossover fic between Spectacular Spider-Man (the animated series) and Darkstalkers, which should be starting right . . . about . . . now.

Inside the cafeteria of Midtown Manhattan Magnate High School, a small, skinny sixteen-year-old brunet boy sat by his lonesome at his lunch table. This boy was Peter Parker, and he was rather confused at this point, specifically about girls. He liked Liz . . . and Gwen . . . and MJ . . . and he was utterly clueless as to which one he should pursue. He sighed to himself, thinking about the three girls; Liz was a cheerleader he had tutored, and who had come to like him despite the different social circles they came from. Gwen was his closest friend ever since seventh grade and Mary Jane . . . was the ever-enigmatic, ever-fashionable and fun-loving redhead who'd been his blind date – not that he complained, obviously – to the school's Fall Formal.

The thing that complicated everything else . . . was him, or rather, Spider-Man. Peter Parker was Spider-Man, and had been ever since that one little spider bite. He'd had to keep that a secret, because Eddie Brock – his former friend and now most implacable enemy – had proven just what could happen to the people he loved if it were to get out just who he was. Unfortunately, keeping his secret had more than once nearly screwed him over in his relationships, as sometimes he had come out looking like a liar, which he hated more than anything else, not for his reputation but for what it did to the people he cared about.

The pensive boy almost didn't notice when a tray slid into place across from him. He did notice, however, when a chirpy female voice greeted him with, "You look sad, cutie. Mind if I cheer you up?"

"Who, me?" Peter asked, "I'm not sad . . ." He trailed off when he looked up and saw a lavender-haired girl wearing what amounted to a red leather jacket over a white tank top . . . and he couldn't see the rest because she was sitting down in front of a table. ". . . at all. Wait, who're you, anyway?"

"Silly boy," the lavender-haired girl answered, her strangely reddish eyes twinkling with amusement. "I'm Lilith. New transfer student. And I'm in your biology class."

"Oh . . ." Peter looked away sheepishly. "I guess I am silly . . . I usually do a better job of remembering who's in my class."

"It's ok," Lilith said. "I didn't introduce myself to you yet."

"So . . . why talk to me?" Peter asked.

"You looked sad," Lilith replied with a tone of utter sincerity, "It's my specialty, helping sad people. Especially if they're cute like you." The new girl flashed him a smile.

Peter blushed. "Thanks . . . I think."

"No problem, just help me with my biology class and we're even."

That's how it starts, you know, Peter reflected, cute girl gets dropped on your lap for a tutoring session, and the next thing you know, she's into you. Hell. Why was my life so much simpler when I wasn't Spider-Man? Out loud, "Why not?"

Lilith smiled. "Great. Your house or mine?"

"Mine," Peter said. Rather not go to somebody's house when I don't know them and end up in trouble I can't get out of without revealing I'm Spider-Man.

The new girl nodded, conceding.

"Okay. Besides, big sis and I haven't quite settled in yet."

She has an older sister? Peter thought. Thank God I'm not Flash; he'd probably agree to go to her house just to scope her sister. Out loud, "That's ok."

Unbeknownst to Peter (but maybe not Lilith), they were being watched. At one table were two of the watchers, namely Gwen Stacy, Peter's aforementioned longtime friend, and Mary Jane Watson, the aforementioned redhead. At another table, this one occupied by the cheerleading team and the football team, was the third watcher, Liz Allan.

All three watchers had mixed expressions on their faces, specifically concern for Peter and jealousy that yet another girl was putting the moves on him. Of course, if anyone asked MJ, she'd just say she was jealous on Gwen's behalf, as she was trying to get her and Peter together and this lavender-haired girl was interfering with that plan.

At the cheerleaders' table, Sally Avril scoffed. "I don't get what you see in that nerd, anyway," she sneered to Liz.

"He's a good guy, Sally," Liz replied. "He doesn't need to get mixed up with the likes of her."

"Hey, if you want the loser so bad, I'll just take the girl off his hands for you," Flash Thompson offered.

For a second, Liz contemplated taking up Flash on his offer. It would be a good idea; distract the new girl moving in on her Petey, and then she could swoop in to save him from that skank's unholy attentions.

Of course, the problem would be that she'd still have to see her on a regular basis, as Flash would be dating her . . . among other things. On the upside, she would have a chance to be with Peter. Two out three wasn't bad.

"She needs help with her biology," MJ murmured acidly, and laughed cynically. "Yeah, I'll bet."

Gwen slumped slightly in borderline despair.

"Peter . . . he's not going to really fall for that, is he?"

"He's a smart guy, but he's still a guy," MJ replied. "Then there's the matter of him not being quite . . . experienced in these things. Poor guy might just fall for anyone that says they're interested."

"Then we have to do something," Gwen said.

"Namely, tell him how you feel," MJ suggested.

"I already did," Gwen answered. "I kissed him. On Thanksgiving Day. And he just stood there. Stiff as a board."

MJ chuckled. "I guess you rocked his world."

"But he's barely talked to me since then," Gwen continued. "And I . . . I can barely look at him without remembering . . ."

"Did it feel good?" MJ asked.

Gwen blushed at the memory of her lips against Peter's. MJ just smiled softly at her. "I'll take that as a yes."

After school let out, Peter went to the Empire State University labs for his internship with Dr. Curt Connors. He was still not quite on good terms with Dr. Connors' wife Martha whom he knew still had a grudge against him for sneaking off to take pictures of Connors when he'd turned into that thing.

In truth, he'd been fighting that lizard monster as Spider-Man, and the photos had been a setup to earn some extra money to help out around the house since Uncle Ben's departure. Of course, he'd looked like a liar, and that had resulted in his dismissal.

Fortunately for him, Gwen and Dr. Connors had forgiven him. Except Eddie, who just happened to be the Connors' lab assistant at the time, hadn't. And Eddie . . . had bonded with the symbiote, the same symbiote that had nearly eaten his own soul . . . and become such a monster, so bent on Peter's death, that he would even target someone who had been the object of his affection at one point just to get at him.

Distracting him from his musings was Gwen, who cut in with a simple question: "Who is she?"

"Her name's Lilith," Peter replied without thinking. Then he realized Gwen was talking to him . . . and he whipped around as though his spider-sense had gone off.


"Sorry, Gwen . . . I was kind of spaced out there for a minute. What is it?"

"This girl, Lilith . . . you're just tutoring her, right?"

"Yeah. Nothing to it, really. She just needs some help, and she thinks I'm the guy for the job."

Gwen nodded somewhat skeptically. "Dr. Warren would like us to check out something."

Dr. Warren, Peter thought. Miles Warren was a geneticist who'd taken an interest in Curt Connors' research into genetic manipulation, particularly in porting animal traits into human DNA to compensate for physical deficiencies, like a lizard's DNA to regenerate a lost limb. Of course, that had been the experiment that resulted in Connors' scaly transmutation, forcing Connors to shelve it, something that greatly disappointed Warren.

Warren had come highly recommended by Norman Osborn, who had dumped some considerable funding into ESU's science department, although Peter got the feeling that Warren was not entirely to be trusted. Then again, anybody coming "highly recommended" by Osborn wasn't entirely to be trusted in Peter's eyes, considering what Osborn got up to in his free time: corporate backstabbing, criminal backstabbing, and just about anything else that involved somebody getting metaphorically knifed in the back.

When Gwen escorted Peter to Dr. Warren, the good doctor looked up at the two teens. "Hello there. I have something I'd like to show you."

"Sure, Dr. Warren, what is it?" Peter asked.

Dr. Warren led the two teens into what seemed like a small cave, in a dimly lit "room" in the laboratory. Immediately, Peter heard quiet squeaks, squeaks that sounded a lot like . . . The boy's suspicions were confirmed when Dr. Warren turned on a flashlight, revealing bats hanging on the ceiling. Peter gulped slightly, having an ingrained nervousness around bats from one too many old vampire movies as a child.

"Relax, Peter," Dr. Warren said. "They may be vampire bats, but that doesn't mean they want your blood."

Peter chuckled somewhat nervously. "Well, that makes me feel better."

"So . . . you can take pictures of Spider-Man getting into fights with super-villains without a care, but some bats make you nervous?" Gwen remarked with a well-meaning laugh.

"Uh, yeah," Peter admitted. "Sorry."

"It's all right," Dr. Warren said. "I blame it on all those vampire movies, although I think they've gotten tamer since my day."

Peter snickered slightly. "Tamer. Yeah."

"Don't worry about a thing," Dr. Warren went on. "These bats are actually going to do humanity a service. By analyzing their blood, we may very well find cures to blood diseases like sickle-cell anemia and hemophilia."

"I thought Dr. Connors wasn't interested in that kind of stuff anymore," Peter remarked skeptically.

"Yes, but we're not talking about turning human beings into giant bat-creatures," Dr. Warren answered. "This is more about the alleviation of unnecessary human suffering."

". . . If you say so," Gwen murmured, as convinced as a conspiracy theorist at a UN conference.

"I still think we ought to be a little careful about this," Peter insisted.

"And we will," Dr. Warren answered. "You and Dr. Connors have nothing to worry about."

Why does that really not reassure me at all? Peter's experiences in his short-lived career in the superhero business taught him one thing. Science was not merely a double-edged sword; it was an armed nuclear bomb.

Peter returned home rather disturbed, and the feeling was only going to intensify, as his own door was answered by Lilith, clad in a red leather jacket and skirt with a white tank top, white-and-periwinkle-striped leggings, and red shoes. "Hi, Peter. Ready for dinner?" She looked like the poster child for lonely men infatuated with animated women who suspiciously resembled little girls.

Somewhere in Peter's mind, his inner comedian scratched his head, mouthed a questioning obscenity, and did multiple double takes. "What . . . are you doing here?"

"You're supposed to help me with my biology homework," Lilith replied innocently. "Was waiting for you to come home, and your aunt was nice enough to let me wait here."

"She's quite a nice girl, Peter," Aunt May remarked. "I'm happy to see you making new friends."

Peter chuckled nervously. "Yeah."

While the three had dinner together, Aunt May began to speak. "You have a very pretty last name, Lilith. Where does it come from?"

"Scottish background," Lilith answered.

"Scottish?" Peter repeated. "And what is your last name, anyway?"

"Aensland," Lilith replied.

"Wow. Cool name," Peter remarked.

"Where did you transfer from?" Aunt May asked.

"Upstate," Lilith replied casually. "It wasn't so bad, but my sister felt like we needed a change in atmosphere. So we came here."

"You mentioned your sister before," Peter observed. "What's she like?"

"She likes to have fun," Lilith answered, "but when it's time to get serious . . . man, does she get serious."

Reminds me of MJ, Peter thought. Out loud, "What's her name?"

"Morrigan," Lilith replied.

"What does she do?" Aunt May asked.

"She's a guidance counselor," Lilith replied.

Peter gulped slightly. "Guidance counselor . . . where?"

"Our school, silly," Lilith answered. "You just haven't been to see her yet because you're so well-adjusted."

Aunt May chuckled, while Peter sighed nervously. Well-adjusted. Yeah. Right. I swing around New York in red-and-blue pajamas beating up purse snatchers and super-powered homicidal maniacs. Well-adjusted. Cute.

After dinner was over, Lilith and Peter washed the dishes. "You know, you're really cute. And sweet. And your aunt's nice, too."

"Yeah, she's nice to everyone," Peter remarked. Somewhere in his mind, his inner comedian was cracking one hundred and eight love life-related jokes. His inner cynic promptly delivered a kick to his inner comedian's vulnerable parts and chucked him out the window.

No one's ever outright said that I'm "cute and sweet." There can only be one plausible, purely rational explanation. She's an evil diabolical mastermind with a grudge against Spider-Man! Or, she could just be a stalker with a crush on nerds.

He turned his head slightly and eyed her body. . . .

Well, that wouldn't be so bad.

Then he remembered a movie he and Harry watched late one night as thirteen-year-olds, about a man who was imprisoned against his will and crippled and "taken care of" by a psychotic woman who also happened to be a "fan." That night, the two made a vow never to be writers.

On second thought . . .

"You still have to help me with my biology, though," Lilith cut off his train of thought – which was leading into parts unknown and wholly terrifying – and tapped his shoulder.

"What do you need help with?" Peter asked.

"Anatomy," Lilith replied.


"I'm having trouble with the names of some of the muscles and glands and stuff like that in the human body, it's kinda hard to memorize."

Peter looked at Lilith out of the corner of his eye, made an inaudible gulp and said, "Yeah, I can help you with that."

"Sure, just . . . can we do it in your room?"

Peter blushed momentarily. A girl wanted to be in his room? A girl? It's a sign, he figured, she's bad news . . . I can take bad news. As appealing as the thought sounded, though, of a member of the fairer sex in his room for his "help" . . . "Aunt May wouldn't like that. Is the living room good?"

"Why not?" Lilith responded.

Peter and Lilith moved on to the living room after finishing washing the dishes and pulled out their biology textbooks, opening to the chapter covering human anatomy. "So, what are you having trouble with?" Peter asked.

"I'm not sure how to pronounce the things that make up the spine," Lilith replied.

"Vertebra," Peter replied. "That's if you're referring to them in the singular. Plural is vertebrae. They interlock together to protect the spinal cord, which helps transmit the brain's signals to the muscles those signals are intended for. If the spinal cord got damaged . . . the brain's signals wouldn't get through to certain muscles, or they'd get kind of screwy in terms of how the muscles reacted to them."

"Sounds a lot simpler than how the teacher explained it," Lilith smiled.

Peter chuckled slightly. "Yeah." Then he saw what Lilith was looking at . . . and blushed.

"What do you call this?" she asked him.

"The gluteus," Peter replied. "The external muscle is called 'gluteus maximus.'"

"'Maximus'? Lilith echoed. "Heh. Morrigan definitely has a 'gluteus maximus.'" She sighed wistfully.

"So your sister's well-endowed," Peter remarked. "You have your own, um . . . charms."

Lilith smiled. "I know, silly. But thanks for saying it." She leaned over and kissed him on the cheek.

Peter blushed a deeper red. "You're welcome. Now . . . wait, what are you . . . ?"

Lilith giggled slightly. "Always so shy?"

"About this? No, no, not shy at all . . . I just have very healthy reservations."

"You see it in the mirror every time you undress to take a shower or change clothes," Lilith remarked. "I don't see what the big deal is." She looked closer at the picture on the page. "What are those globular things beneath it? Tes . . . ti . . ."

"Testicles," Peter filled in, now flushed. "The sac they're in keeps them protected from exposure, which could . . ."

"Decrease the sperm count," Lilith finished.

Peter blinked once, then twice, then thrice. "Did you really need my help?"

"Hmm, a little of yes and a little of no," Lilith answered.

Oh boy. A stalker. Yay.

"You're really kinda sneaky, you know," Peter remarked.

Lilith giggled girlishly. "Yeah."

"Anything else you wanna go over?" Peter asked.

Lilith idly traced the hips and pelvic region of the female anatomy picture. "Why do men have narrower hips than women?"

"Different distribution of fat throughout the body depending on sex," Peter explained. "Female bodies tend to collect fat in the chest, hips, and thighs, although they haven't yet come up with an explanation as to why some women have . . ." Peter blushed.

"Bigger boobs?" Lilith filled in. "It's ok. You can talk about these things with me." She smiled coquettishly at Peter, but the light in her eyes as she smiled at him . . . was quite unsettling.

"It's getting late," Peter said, looking at the clock. "Should I walk you home?"

"You're sweet, but no thanks," Lilith answered. "I'll find my own way back."

"It's not exactly the safest place, outside at night . . ."

"I know kung fu," Lilith answered, mimicking the tone of the starring character in The Matrix when he first had martial artistry uploaded into his brain.

Peter chuckled nervously. "Well, if you say so . . ."

"I do, indeed, Mr. Parker," Lilith chirped in her best imitation of a Victorian noblewoman. She kissed him on the cheek. "But thank you very much for caring."

Okay, maybe I'm overreacting . . . super-villainess? Nah. Stalker? Definitely not of the Misery variety.

After Lilith had packed her things and left the house, Peter dashed up to his room and pulled out the familiar red-and-blue costume he wore as Spider-Man. Quickly changing into said costume and making sure the web-shooters were nice and filled up and the Spider-Signal had full batteries, Peter exited his room through the window and bounded across the rooftops of the houses in his neighborhood on his way into the city. As he did this, he shadowed Lilith, wanting to make sure she wasn't harmed on her way back to her home.

He spotted Lilith boarding a bus and gently attached himself to the roof, keeping a careful eye on her when he could avoid drawing attention to himself. Once the bus had made its stop, Lilith got off and hailed a cab some minutes later. Fortunately, the cab stopped for her and Lilith stepped inside, giving the driver directions to her home. Spider-Man continued to follow, swinging from the skyscrapers on his web-lines.

Of course, the universe was never that kind to Peter Parker . . . as evidenced by the flare of his spider-sense. "Who is it this time?" the web-slinger muttered. Swinging around to check it out, he found the Vulture flying ahead at a brutal pace, presumably toward Oscorp to do some manner of violence to Norman Osborn (who didn't want to?). Not that the putz didn't deserve it, but super-villains had a nasty habit of getting innocent people caught in the middle of their vendettas due to generally not giving a hoot about collateral damage so long as the target of their vengeance was taken down. Thus, it fell to Spider-Man to make sure anybody not directly involved went unhurt . . . and that meant detouring to kick the Vulture's ass.

Well, damn . . . follow a cute girl to her house – and that certainly isn't stalker-y – or chase down a crazed birdman? Peter mused. What a choice. What a choice. Knowing full well what his oath to Uncle Ben demanded, Spider-Man swung after the Vulture, hoping to get the drop on him before anything too nasty happened, even to Norman Osborn.

Back in the cab, the driver attempted to make conversation. "So, the guy that was following you . . ."

"I don't think we have to worry about him right now," Lilith said with a soft smile on her face.

"Whatever you say, girl," the driver remarked. "We're almost there."

"Thanks," Lilith answered. "You're a sweetheart."

"Hey, it's my job," the driver commented.

Meanwhile, Spider-Man had thought to get the drop on the Vulture by tagging his wings and then jumping on him. Of course, the Vulture had seemed almost to predict that and just poured on further speed, throwing Spider-Man into a skyscraper façade on a turn. Spider-Man managed to recover and start running on the skyscraper façade as he pursued the Vulture. He lunged off the skyscraper and swung below the Vulture, intending to loop back up to surprise him. Unfortunately, the Vulture seemed to have anticipated that, too, and cut Spider-Man's web-lines.

Undeterred, Spider-Man fired webs between the skyscrapers and bounced off, twisting to kick the Vulture in the stomach. Once he got close enough to do that, though, he was startled when he saw that the Vulture was wearing a vaguely birdlike helmet and visor . . . and didn't look much like the Vulture he knew. That bit of surprise wasn't quite enough to stop his kick, but there wasn't as much force as there could have been.

"Who the hell are you?" Spider-Man asked. "You're not the Vulture!"

"Nah, but I worked under the guy," the Vulture-styled man replied. "Found the schematics for this baby. Gonna fly into the big time."

"Oh, so you're just ripping off the Vulture," Spider-Man sneered. "Can't even get a decent villain style of your own?"

The Vulture emulator flew at Spider-Man, intent on avenging the wall-crawler's casual insult. Spider-Man jumped to evade the imitation Vulture's flight and somersaulted for a flying kick to his chest, only for the false Vulture to dip in what had to be an attempt to slice off Spider-Man's leg with his wing. Spider-Man dodged by flipping over the imitation Vulture's head and straddling his back. He drew back his fist and punched him in the back of his helmeted head. To his surprise, the Vulture emulator just laughed.

"And just what's so funny?" Spider-Man asked. "You can't even make up your own villain identity; you have to bite someone else's!"

"I've learned from Toomes' mistake," the Vulture emulator answered. "He left his head exposed. I didn't. You're gonna have to try harder than that, web-freak." Just then, the Vulture emulator moved into high-velocity flight, intending to force Spider-Man off him through sheer wind resistance. Spider-Man merely held on for dear life, digging his fingers into the imitation Vulture's backpack. The imitation Vulture simply flew faster and more chaotically, trying to shake the web-slinger off. Spider-Man simply dug his fingers in even deeper, until he was sure he had a firm enough grip that the false Vulture couldn't shake him off without destroying his flight armor.

"Yeah?" Spider-Man taunted. "Did you learn from this mistake?" He jumped off the imitation Vulture's back, taking the power shell with him.

"What the . . . ?" the imitation Vulture sputtered in shock as they descended at an alarmingly fast pace. Spider-Man shot a web and swung after the girlishly screaming faux super-villain. Once he was close enough, he let go of the web and plummeted after the Vulture emulator, catching him with another web and rolling with him to relative safety on the street below. "You . . . you bastard, let me go!"

"Sorry, can't do that," Spider-Man replied. "You're using stolen super-villain tech. That's a crime . . . somehow. Dunno what it is, but it's a crime." With the Vulture emulator bound, Spider-Man ripped off his protective helmet, revealing the face of a man considerably younger than the Vulture he knew. "And just who are you, anyways?"

"Like I'm telling you that, punk!" the pseudo-Vulture snapped.

"Yeah, that's what they all say," Spider-Man remarked. "Off you go, man."

After turning the avian knockoff in to the police, Spider-Man swung off to continue his usual patrol, hoping for something more mundane than super-villain rip-offs as imaginative as a stack of cardboard boxes. What next? Doc Ock fanboys? More magicians following the fishbowl trend? Electro girls?

Somewhere inside his mind, Spidey's inner comedian made a hundred "hot babe" quips in an effort to alleviate his mind from the sudden discomforting image of manly butch Rhino women.

He also hoped that he would see Lilith in school tomorrow, and get to the bottom of just why she'd come to him in the first place – It's definitely not because I'm "cute."

Then he remembered that he still had to talk to Gwen and get things settled between them, about the kiss and everything. It wasn't fair to her to avoid her, and he didn't even know how he felt about Liz or MJ in the first place.

Girls are as complex as quantum physics. Scratch that, more so. At least quantum physics tries to make sense out of itself.

Meanwhile, Lilith had entered her house, a relatively modest manor situated at the outskirts of the Queens borough. She looked up at the spiral staircase that led to the second-floor balcony and called out, "I'm home, sis!"

"And so glad you are," a sultry feminine voice answered, as a woman descended to the balcony in a dramatically convenient flurry of bats. Those bats melded – a little bit too enthusiastically – with the woman's curvaceous figure, becoming a black leather turtleneck that exposed the skin beneath her navel and strained against her generous bosom, red leather pants that tightly gripped her hips and thighs, and high-heeled white boots. The woman was incredibly, almost inhumanly beautiful, with long turquoise hair running down to her back and glinting teal eyes set in a sensual face. "Find anyone interesting?"

"Yes," Lilith replied with an impish smile. "Spider-Man."

"Ah," the woman acknowledged. "Spider-Man. The mysterious rogue this city seems so enamored yet hateful of. Where, pray tell, did you meet him?"

"At school," Lilith answered. "He's a student there."

"A student?" the woman repeated the word with the grace of a Victorian baroness, the sort who spends her free time looking down on anyone who was not born as obscenely rich as her. "So he is. And probably an innocent, righteous boy at that. Those are always fun, particularly when you break them in just right . . ."

Lilith smiled.

"Is that what we're going to do with him?"

The woman jumped over the balcony rail, landing gracefully before Lilith as though she practiced the precise movements for the past several hours. "Yes. And you do need your first taste, so I'll let you have the first go."

Lilith smiled. "You're great, Morrigan."

"I know," Morrigan answered.

End Notes: There you have it. If you've played Darkstalkers or read up on the game series, you probably already know who and what Morrigan and Lilith are. As for what they have in mind for young Peter Parker, and whether or not that'll put them at cross-purposes with the other young ladies in his life, you'll just have to wait and see. I should mention, though, for those of you who are confused about some of what's going on, the events I'm referencing come from Season 2 of the series, which is already airing in Canada, although Peter and Liz aren't dating as of yet. But there will be more on the way, including appearances from other Darkstalkers and characters from the supernatural corners of the Marvel Universe, albeit retooled for Spec. Spidey. See you soon.