Out of college; Peter Parker the Spectacular Spider-Man had been thrilled to be initiated into the world famous team known as the Avengers. He had gotten to know his new teammates, who had more experience and popularity than he had (though he didn't do this for the glory; besides knowing he was helping people the only reward he needed was action). Plus there were two strong and beautiful Superheroines that he was getting to know:

Carol Danvers the tough and no nonsense air force pilot who was mutated by a Kree alien artefact called the Psyche-Magnitron. She had some arrogance to her abilities but could be counted on to help when people needed help. She needed some time to warm up to Peter due to him acting like a clown as she called it with his quips. She seemed to act what most people imagine a military tomboy to be like.

Then there was Jennifer Walters the She-Hulk, the Hulk's cousin who used her Hulk form for her civilian life. She was a serious hardworking lawyer specialising in Superhuman cases as well as a fun loving promiscuous party girl. She took less time in getting used to Peter and liked to rile him up with flirty comments.

Peter had heard that they had flings with eachother before and were close to being together; Peter had to admit that he was start to become more attracted to the both of them and Jennifer's flirty quips didn't quite help matters. They were strong brave heroines who were drop dead gorgeous; he had dreaded Jennifer teasing him if she found out about the pins up and magazine covers that he had of her.

After some months with Carol even starting to join in giving compliments to Peter; they took him aside to a room to speak privately. Peter had weeks before told them about being single since what happened to Gwen Stacy but was able to think about going past it and try dating again. They told them that they were going to start getting together with eachother, Peter was about to congratulate them when Jennifer put her finger to his mouth and smirked. She explained that they had also been talking and they were attracted to Peter so they wanted to ask if he wanted to join them in a polyamorous relationship.

Peter was open mouthed as Jennifer explained that they were serious and found him a charming funny dork, Carol just smiled and said that he wasn't as bad as she had originally thought he was. They told Peter to take his time in thinking it over; he did and gave his positive answer a week later and was met with a strong embrace.

Days later Peter was at a gym in a referee's shirt and his Spider-Man mask inside a fighting ring, Carol and Jennifer said they wanted to spar with wrestling and wanted their boyfriend to be the referee. Peter greeted Carol as she walk out of the changing rooms in a red sweatshirt with the Captain Marvel logo on it and dark blue sweat pants. Peter greeted her with a kiss as she told him "you can look but can't touch for now, don't worry as you can look forward to celebration after you raise my arm in victory with Jennifer getting herself up from the ground."

"Kissing up to the referee Carol; I thought you were supposed to be for the rules." Jennifer said with a cheek a smile as she exited through the changing area in a purple sports bra and matching shorts, walking with a sultry look as she went to the ring and posed for the both of them.

"Looking good Jennifer but my guns can actually shoot." Carol said making a flexing pose with her arms. Peter then nervously began looking over them as they went in their corners.

Jennifer was first and she cheerfully said "take as long and be as thorough as you want Peter, be sure to be on the lookout for the massive stick up her butt when you are checking her over." Carol humphed as Peter went to check her over.

"Trying to rile me up are you Jen, trying to make sloppy so that you can take advantage? Sorry but I don't think you Hulks are much for trying to play mind games, I think you should stick to smashing." Carol told her and she smirked saying that she will start with her.

Peter then started as they started with a test of strength and things got more heated as they traded punches and blows. Jennifer managed to roll Carol up and keep Carol in the position as she tried to get out of the hold. Peter went to check on the hold but was embarrassed when she saw that Carol's sweatpants were starting to fall down and a dark blue thong was about visible. "I can pull these down so that you can take a closer look, I might have to give her butt a smack as she likes to do the same to mine as well as kiss it." Jennifer said as Carol's frustration and anger caused her to break out as her face and Peter's was red.

She went and caught Jennifer's head with her things as she started stroking Jennifer's legs, "You want to rile me up and try to embarrass me in front of our lover but let's see you get a taste of your own medicine! Take notes webhead as I know the spot where she is most ticklish." Carol told Peter grinning as Jennifer was starting to panick and pleading while squirming before Carol started tickling her with Jennifer starting to laugh.

Peter just stood amused seeing an immature side to Carol as Jennifer got out and was riled up as they began fighting more, Peter went to check on them as they had eachother in holds trying to get the other give up before they let go after having tired themselves out. He went to check on them in concern and loudly asked to make sure they were alright. He helped them to their feet as Carol said to just make it a referee's decision.

Peter just looked between them gaping but then they smiled and they both took a hand to extend to the air, "Take this as a draw, you as the winner or us all winners... I don't really care." Carol told him as Jennifer went to his ear.

"While we go change; go to my room and make yourself comfortable on my bed, we will see how far we want to go for this celebration." Jennifer whispered into his ear making him both afraid and excited at the same time.

Hours later they were asleep with Peter sandwhich between the embrace that Carol and Jennifer had of eachother with them all in their underwear. He could die happy like this and before drifting off he managed to get his hand to the ticklish spot on Jennifer's leg and made her giggle before drifting off. Waking up your Hulk girlfriend like this before she is this close sounded like a stupid idea, then again he has had stupid ideas before.

Thanks to Aragorn II Elessar for help with the title.