Heyyo all! Here I am back with another amazing chapter starring our favorite webhead and his leading feline lady! Looks like a lot of people were digging the first chapter which I'm happy to see. Thanks to all the people that read the chapter and a BIG thank you to the people that favorited it and left a review too. Much appreciated!

I'm sure you're all wondering who's gonna be next for Spidey's harem, but you'll all have to just wait and see. I will try my best to avoid making the characters OOC with regards to the smut as I always do, since I find it takes me out of other smut fics if the characters act wildly different than their canon counterparts. Also, if I don't get to the women you're waiting for right away, I ask that you please be patient as I want everyone to have a good chunk of time in the limelight.

Anyhoo, enough dilly-dallying, time to get this show on the road!

Disclaimer: In the first chapter


Felicia's Penthouse

It was another sunny day in New York city. Not a cloud was to be seen in the sky and bright sun beams were shining through the city, much to the chagrin of some of the citizens. One being a certain webhead who was trying his best to accumulate as much sleep as he possibly could after patrolling late into the night. Peter grumbled to himself, feeling several sun beams peek through the blinds. To counteract them, he tried using one of Felicia's dozens of pillows on her bed, and created a makeshift fort, which was impressive considering he was still in quite the sleepy state.

Try as he might however, the wall-crawler couldn't will himself back to sleep. Too much was on his mind at the moment, mostly concerning a certain cat burglar that he had recently rekindled his relationship with about two weeks ago. It had been a rather spontaneous and spur-of-the-moment things that led to him sleeping with Felicia. Though he couldn't quite place why, it just felt…right being with her again, even if they had tried countless times before. Even now, a part of him was just waiting for everything to come crumbling down around him, like practically everything in his life did.

Still though, there was another part of him that believed that maybe this time was different. That maybe…just maybe, Felicia and him could make it work and they could somehow build a healthy and functional relationship without all the drama that usually befell them. For starters, they had recently started teaming up to fight crime again, which managed to help him out tremendously in stopping a variety of petty crimes. Why, just last night the two of them had managed to stop a local drug ring from shipping quite a bit of their inventory at the docks. Felicia had picked up a tip from old friends, though who exactly they were she wouldn't divulge which Peter decided to respect, about the drug shipment and they were able to dismantle it in no time flat.

It surprised him how much he actually missed fighting alongside the Black Cat. Sure they sometimes got on each other's nerves, usually when she saw something sparkly and wanted to take it for herself or he quipped just a bit too much for her taste, however for the most part they worked well together. Seeing her handle her own and make easy work of all those henchmen made his heart beat so fast, and much to his shame, turned him on quite a bit as well. Which didn't go unnoticed by the flirtatious cat burglar, who as soon they swung to a nearby skyscraper after the fight, jumped his bones and rode him until the "web-shooter" between his legs ran dry.

Unable to quell the cocky grin stretching across his mouth, Peter, still with his eyes closed, turned his body to Cat's side of the bed and reached out to wrap his arms around her. However, instead of a warm curvaceous naked body, he only found a lukewarm flat empty spot. Opening his eyes, he blinked several times and tried to rub some of the sleep away. "Felicia…?" He called out, hearing the tiredness creep into his voice.

It only took a few moments before he noticed the light in the bathroom was turned on and realized that's where she must've been. He saw puffs of what looked like steam seeping from the open crack in the door, making him fantasize of a naked Felicia bathing all by her lonesome while she rubbed every nook and cranny with her sudsy hands. Just the thought of that made Peter's manhood throb and slightly harden. And just like that, all the drowsiness that he had felt mere moments ago were dispelled and he found himself walking towards the bathroom.

Upon entering, Peter was greeted with practically the exact sight he was imagining. There she was, relaxing fully entrenched in the steaming hot water of her sparkling porcelain bathtub. Her wet hands slicking her platinum hair back before falling back underneath the water and rubbing between her supple thighs. He saw them rubbing themselves quite rigorously in the middle of her crotch, which told him all he needed to know at what she was up to prior to him entering. As soon the door fully opened and revealed his own naked form, Felicia peeked an eye open, smirking to herself before going back to relaxing.

"'Bout time you woke up, Spider, it's nearly noon. Did all those nasty drug traffickers manage to tucker you out?" Felicia coyly remarked, grabbing the soap bar right next to her, and began rubbing it over her neck and collarbone.

"Eh, not so much them as opposed to this one sexy thief that just had to have her way with me after all was said and done. Even after all that, she was still randy enough to take me back to her place and…well, I'm sure you know the rest." Peter responded jokily as he walked over to her leaned against the corner adjacent to the tub. As soon as his cock was in eyeline, he could see one of her eyes staring at it from her peripheral. It almost made him chuckle at thinking she was being subtle, but he decided to keep that bit of info to himself, lest he accidentally irritate her.

A vulpine smirk formed on Felicia's face, tapping her nails against the bathtub, as she replied, "Mmm, yes I do indeed know what transpired next." She bit her lip, remembering how hard the Spider had pounded her even after their time on the rooftops hours earlier. Whatever was up with his libido and stamina these days, she was all for it since it led to so many euphoric nights of their naked bodies intertwined with one another. 'I have no idea with what's changed with ol' Petey, but I honestly don't care. At the rate we're fucking, I'm going to need a month-load of birth control just to last us for the end of this week.'

"Scootch your cootch and let me relax too. I'm exhausted and I've been dying to try out this new tub of yours! The one back at my apartment doesn't even have hot water and has way more roaches than I'd care to talk about." Peter said as he dipped a toe into the hot water. Immediately his blonde lover made room for him and moved her body forward, allowing him to sit behind her. As soon as he laid himself into the bathwater, Felicia leaned herself back onto him. A low groan escaped him as he felt one of her butt cheeks rub up against his penis, which he could clearly tell was on purpose if that grin of hers that he could see in the mirror was any indication.

Wrapping his arms around her, Peter pulled her closer to him and heard a quiet purr come from Felicia. "Careful, Cat, grind on me anymore and I may have to leave you a quivering mess like last night. Which would be a total shame because those goons last night were so happy to see the Spider and the Cat together back in action! You wouldn't want to break their poor crime-ridden hearts, now would you?"

Felicia chuckled, rolling her hips slowly, as she grinded her ass against Peter's penis. Hard enough to make it throb, but not enough to make it harden fully. She wanted to just tease him, at least for now. "I'm sure they'd rather their hearts be broken than their arms or legs. Poor little things were crying so hard when I clawed their faces, I almost felt bad for them."

"Still didn't stop you from kicking them in the face with your boots."

"Well I did say almost, didn't I?"

This time it was Peter's turn to laugh, wrapping her in an even tighter hug. He felt her breasts against his arms, heaving with every breathe she took, and could feel her nipples begin to dig into his skin as they hardened. "Horny already, Cat? We've already managed to beat out our old record of three days of non-stop sex by a mile, isn't that good enough?"

Felicia turned her head around and gave him a teasing inquisitive stare. "Guess not being laid for months really backed you up, eh Spider?"

Hearing that mild insult, Peter grumbled to himself and looked off to the side but failed to properly dispute it. Seeing his pride slightly bruised made her laugh and let out a sigh as her back leaned onto him again. They continued relaxing with each other, enjoying both the comfortable warmness of the bath, as well as pleasurable touch of their bodies touching. She felt him play with her damp hair, while she herself traced her fingers up and down one of his arms. It was a nice moment. One that had been sorely missed by both of them, even if the two were loathe to confess it.

It had been a long time since Felicia had felt this warm, with the exception of bathing or showering of course. To be this wanted, cared for…that was another one of the Spider's superpowers she supposed. Though she was more than capable of taking care of herself and watching her own back, that didn't mean that she didn't yearn for some sort of companionship. Back in the day, she hated working alongside others because there was always a part of her that knew that one day she'd be betrayed. Her father had taught her many things and one of the most important lessons was that the only person you could every truly rely on was yourself.

And Felicia truly believed in her father's words. For years and years whenever she donned her Black Cat costume, she never wanted to rely on anyone and simply looked out for herself and only her own interests. But after meeting Spider-Man, that all changed. Working with him, trusting in him managed to open all sorts of ways of thinking and avenues of thought. Thanks to him, she was able to work alongside all kinds of talented individuals, whether it be robbing jewels out of a heavily guarded vault, or even working with heroes on the occasional team-up. While she much preferred the former over the latter, it didn't change the facts that because of Peter's influence she had become a better person.

'God, I think I'm going to gag if I keep thinking up all this sappy nonsense. I'm sleeping with him for two weeks and he already has started infecting me with his goody two-shoes nature. If this was the old me from a couple years ago, I'd have cut him lose and forgotten about him after a few hours. But now…' Felicia cooed softly, feeling one of his hands cup her breast and squeeze it. She purred, thoroughly enjoying his gropes, and leaned into his touch. '…Now I just can't get enough of my Spider and there's no way in hell I'm letting him get away from me again.'

Tilting her head to look at him, Felicia grinned and licked her lips hungrily. "About time, I was wondering how long it would take before you made a move."

"Now now, sometimes I like to make you wait. Lord knows you've flirted and teased me over a million times. This time it's my turn to give you a taste of your own medicine." Peter retorted, massaging her chest while he teased her stiff nipples with his thumbs. His cock throbbed harder as he heard her moans echo from within the bathroom due to his caresses. "Besides, I'll end up spoiling you, Cat, if I just give you what you want all at once."

Leaning her mouth towards his ear, Felicia kissed it and gave it a tiny lick before whispering into it, "Maybe I want you to spoil me~."

"Get over here then." Peter grinned and pressed his lips onto hers, moaning as their tongues slid up against each other. As they kissed, his fingers sunk themselves deep into her globular mountains, tweaking her areola and circling his thumbs around the erect nubs. Her moans resonated within his mouth, while her tongue swirled inside, as she pushed her lips deeper into his.

Scratching his knees with her fingernails lightly, Felicia pushed her hands onto them and used them as leverage as she slid his cock into her pussy. She squealed in pleasure deep within the kiss, feeling his erection pulsate against her ribbed insides. Not losing a single beat, the blonde began gyrating her hips onto his crotch, as the Spider started bucking his own hips forward. Together they caused bouts of water to vibrate and splash, wetting the bathroom floor due to their rampant fucking. Neither cared much however as they were far too invested in their latest attempt to cull their sexual impulses.

Peter's groans echoed inside the bathroom as Felicia's inner walls constricted themselves around his penis. It amazed him that he was even able to get hard after all the intercourse she and him had been having recently. 'Thank goodness for spider stamina, I guess.' He squeezed the Cat's buxom tits harder, making her mewl happily, while he quickened his thrusts into her. Using his fingers, the webhead pushed and pulled on her nipples, pinching them over and over again which led to all manner of moaning and mewling from the seductive thief.

"Harder~! C'mon, Spider, harder!" Felicia screamed, bouncing on his cock as fast as her body could muster. Her wails became more and more whorish as Peter's hips picked up speed, as well as his palms gripping onto her breasts with untold power. As she mewled, her eyes crisscrossed due to the insane levels of ecstasy coursing through her body. It was becoming clearer to her that she was becoming addicted to the Spider…to Peter…to his cock. Ever since they had first fucked two weeks ago, there hadn't been a single moment where she wasn't desperately craving him. To touch him, to kiss him, to feel him inside of her, to feel his touch on her body…she wanted all of it.

Felicia hated feeling this dependent on someone, least of all a man she was once head over heels for. Hell, there was once a time where it looked like Peter was going to propose to her, only to end up giving her a spider-tracer in what seemed to be an engagement ring box. When she saw him there, sitting on her bed with that handsome smile, and holding that box in his hand…it scared her. All her life she had prided herself on being a lone wolf type, yet just imagining him about to propose to her…it terrified her just how much she would've been tempted to say yes. But that was all in the past, or so she thought, and all they were now was simply fuck buddies.

Nothing more.

Or so she wanted to believe anyways.

Breaking up with Spider-Man all that time ago was one of the very few moments where Felicia had felt at her lowest. Where her heart was broken and nothing could break her out of it. For a long time, she hated him for making her go through that. To make her feel like she was unworthy and unlovable. Never before had a man, or any person really, had that large of an effect on her, with maybe the exception of her father. Yet here she was now, bouncing on top of her ex's (or ex-ex's?) cock with a vulgar smile on her face. Once more, Felicia found herself tied to the Spider and hopelessly enamored with him, though she would never admit to him in fear of looking too needy or dependent.

"Felicia, you're so tight! I can't-"

"Go ahead, just let it out already! I'm cumming like crazy~! Let it all go, Spider!" Felicia screamed, pushing her ass down fully onto his crotch, which lodged his penis even further into her pussy. And within seconds, she felt him ejaculate inside of her, filling her slit up with his stodgy spider semen. She could feel her body convulse and twitch, as she drooled and her mouth gaped wide open. Even as she came alongside him, she continued grinding herself onto his crotch, coiling her pussy walls all around his ejaculating erection.

Peter, screaming as he came, wrapped his arms even tighter around the curvaceous burglar, holding her close to him. He felt her pussy quiver as his cum spurted inside, while her body jerked every second. A swell of pride welled in his chest at seeing the woman who had constantly flirted and teased him into constant hard-ons was now seemingly putty in his arms. Unable to stop himself, he leaned over to her ear and whispered, "Feel spoiled yet, little kitty?" As soon as he said that the webhead heard her chuckle shakily and could tell that she was trying to get a handle on her convulsions.

"D-Don't get cocky now just because you're all of a sudden good at sex finally. It'll be a long time before you ever manage to outdo me in the finer arts of sexual intercourse, little spider." Felicia retorted haughtily, squeezing his dick tightly, which made him squirm and groan behind her. "See? Ooo~! Still have a bit left in the tank, do we? Why, you're spurting so much that I can feel it starting to seep out into the water now." She said, cooing as small thick globs of cum leak out of her slit and bubble up to the surface of their bath. "Well now, with my bathwater and your cum mixed into it, I imagine we could sell this for a quite a hefty sum to plenty of perverts on the internet."

"Eww, that's disgusting, Felicia. C'mon, don't joke around like that." Peter cringed.

"Who said I was joking?" Felicia smirked back at him with a wink.

"…I repeat, you're disgusting."

Felicia snorted derisively before shrugging her shoulders ambivalently. With his penis still lodged inside of her, she twisted her body around to look at him face-to-face, making him groan from her sudden contorted movements. Grinning naughtily, she wrapped her arms around the back of his neck and pressed her forehead onto his. "Indeed I am, and you absolutely adore me for it, Spider." She then mashed her lips onto his, stuffing his mouth full of her tongue, and started grinding her hips even harder onto his pelvis.

'God help me…she's right. I guess that makes me just as sick in a way, doesn't it?' Peter thought as he fully reciprocated her kiss, feeling his cock begin to harden once more and throb in anticipation within her hungry slit.


After around an hour of another sex session in the bathtub, the two had decided to give it a rest and relax in the living room. Just like the rest of her penthouse, Felicia lived in what resembled middle-class royalty. Unlike Peter's crappy one bedroom apartment, everything she owned seemed like it belonged on the front page of a Private Air magazine. From diamond chandeliers to renaissance paintings to vibrating sofas, it was all here.

And the best part?

"None of its stolen." Peter murmured to himself as he relaxed onto the cozy vibrating sofa. With a lackadaisical grin, he leaned his neck further into the cushions and let out a peaceful sigh. "Um, just so I do my proper due diligence as a superhero, you did say that none of this is-"

"YES! For the last time, Peter, none of this stuff is stolen! Sheesh, how many damned times do I need to say that?!" Felicia yelled as she chopped some bananas into small circular slices. Huffing to herself, she put down the knife and slid the banana pieces into the blender and put the lid on it. "Forget being called a doubting Thomas. I think they should start calling those kinds of people, doubting Peters." She snidely remarked, pushing the power button on the blender and moved to grab herself a glass.

"Hey, I'm just making sure is all. I mean, you can't really blame me after going off your old track record of kleptomania, right? Even you have to admit you've lied to me more times than either of us can count when it comes to stuff you want." Peter responded dully as he reached for the television remote.

Felicia opened her mouth to retort that but decided to give him that one and closed it shut. "Fine fine, I'll give you that. I've screwed you over plenty of times, not counting the good kind of screwing, but I've always had your back when it counts!"

Peter simply held up his hand and teetered it back and forth in a so-so motion.

"But-"

"Queenpin!"

"Oh for-you can't keep bringing that up just to win every argument. I was freaking pissed at you because I thought you betrayed me! Using that bad point in my life is like me using the whole Doc Ock swapped your brains thing against you for breaking my nose and sending me to prison!"

Peter opened his mouth to retort that but decided to give her that one and closed it shut. "Fine fine, what say we call a truce and promise not to use either of those examples in future arguments, alright?"

Felicia snorted as she poured the fruit and vegetable smoothie into her glass. "Already planning on future arguments, Spider? How many of them do you actually foresee winning?" She asked before putting the blender down and sitting down on one of the stools near her kitchen counter.

This time it was Peter's turn to snort as he flipped through all the channels on the tv. "Well, if we're going off our old scoreboard of arguments back when we were dating, then I have about as much of a chance of winning a dispute as the Raiders winning a world series championship."

"…I think you're messing up your sports references, spider-geek. But I suppose that says everything that needs to be said about beating me in future arguments." Felicia closed her eyes and smirked, sipping her smoothie with a cool feeling of superiority. Not hearing any quippy retort being fired back her way, she assumed that this was just yet another example at winning another argument. "What's the matter, Spider, cat got your-" But as soon as she opened them, she saw the real reason.

On the tv screen there were images of dozens of swat cars and armed police officers surrounding one of New York City's banks. Across the screen were moving headlines that read those hostages were being held within the bank with swaths of dangerous criminals holding them at gunpoint. Upon seeing all of that, it didn't take long for Felicia to connect the dots and know why Peter had gone silent. She looked closer at the sofa and saw that he was already gone.

Assuming that he had left without so much as a goodbye, Felicia sighed and shook her head. "Not even a kiss goodbye? How rude." However, not soon after uttering those very words, the blonde found her lips being covered by familiar ones and opened her eyes to see Spider-Man giving her quite the passionate kiss.

Breaking apart from their embrace, Peter winked before putting on his mask. "A kiss for good luck." He said before rushing out of her penthouse and hopping off her balcony.

As the webhead swung away, if he had bothered to stay just a tad longer, then he would've been greeted with quite the adorable sight of the Black Cat herself blushing like a schoolgirl with a crush due to the sudden romantic move and words. Feeling her heartbeat begin to hasten, she couldn't help but chide herself for falling victim to such a cliched, yet still tender, moment. Looking back to the tv and where Peter had hopped out of her place, she clenched her palm into a fist full of apprehension. Though she knew that Spider-Man could easily handle a bunch of pathetic bank robbers, it didn't mean that there wasn't a small part of her that felt worried about him.

"Ugh, I hate what he does to me!" Felicia growled, slamming her hand onto the kitchen counter before rushing off towards her room to grab her gear.


Queens Community Bank

After conversing with the officers outside of the bank, Spider-Man made quick work of infiltrating it via its vent system. Through them he was able to see all the hostages huddled in the far-off corner of the bank. About half a dozen of the armed goons were guarding them while the others were either watching the windows or loading money into black duffel bags. Refocusing back onto the hostages, the wallcrawler exited one of the vents and studied the guard's movement patterns so he could pick them off one by one as quietly as possible.

'One wrong move and an innocent could die. Okay, Spidey, take it nice and slow. None of these bozos know you're in here and let's keep it that way.' And with that, Spider-Man did what he did best and webbed up bad guys in his sticky goo. Like the museum, it didn't take long for him to take out all the armed guards. After clearing out the bank, he gave the hostages the go-ahead to hurry and up and leave, which they promptly did without any hesitation. Once the last hostage had left, the webhead gathered all the goons and webbed them into a pile and left them dangling in the middle of the ceiling.

"Tell you what guys, the next time you get the urge to break into a bank and rob it, just remember these words from your good pal, Spider-Man: crime doesn't pay! If anything, you're the one getting robbed since you'll be paying your lawyers up the butt just to keep yourselves out of prison. Oh and uh, insert obligatory 'don't drop the soap joke here.' Spidey out!" The webhead said before swinging away from the baddies as police officers started running in. "No need to thank me, gents and ladies. It's all in a days work for ol' Spidey! Feel free to send me some donuts the next time another crime like this happens. Low calorie if possible because you have no idea how tight this spandex is!"

With that joke out of the way, Spider-Man saluted the police crew and exited the building so they could properly detain the criminals. As soon as he exited though, the wallcrawler was bombarded by hails of questions and blinding camera lights as swarms of reporters began shuffling towards him. You'd think after all these years of being in the limelight that he'd have gotten used to being in front of the camera, but regardless of his superpowers, deep down inside there was still that insecure nerd that was deathly afraid of public speaking.

"Spider-Man, is it true that you've been seen working together with the notorious art thief, Black Cat once again?"

"Have you two started a relationship again?!"

"What's the word on her allegiances? Is she still allied with the gangster Hammerhead or is she turning over a new leaf?"

"Has she corrupted you with her feminine wiles, Spidey? The women at home are dying to know."

"I'm a huge Spider/Cat shipper so please tell me it's true that you're both back together again!"

Having finally had enough of the bombardment of questions, mainly about his relationship with Felicia, Spider-Man waved his hands in front of his face furiously. "Whoa whoa whoa! Listen, yes, Black Cat and I are working together again…b-but I can assure you that it's strictly professional. She's been helping me with catching criminals and taking town major drug operations and has been a valuable friend and ally to me. Now, while I can't defend her past actions at trying to take over the city, I can promise you that those days are over for her, and Black Cat is trying her best to make up for those wrongs."

Unfortunately for him, as soon as he answered, another slew of questions were thrown at him. Fighting back a heavy sigh, Peter tried his best to answer them one by one, avoiding those however about his dating life. Double unfortunately for him, since he was so preoccupied with answering all the reporters' questions, the webhead ignored his patented spider sense and was unaware of a sniper's reticle aimed straight at his head.

Across the street of the bank, at the top of a normal apartment building was a masked man cocking his sniper rifle. He had been tasked with watching the bank in case any supers arrived on the scene, particularly Spider-Man since this was his turf, but had clearly messed up since he had failed to warn them in time.

"Ya take one piss break and the Spider decides to crawl inside a damned vent without me seeing! Fuck, those guys are gonna kill me when they get out…but if I tell them I at least killed that spider-prick, then I know for sure that they'll be praising me till they're in their graves. Hell, I'll be on the cover of every supervillain magazine in the world…err assuming there is such a thing." The masked shooter grumbled to himself as he aimed his reticle straight between Spider-Man's eyes. "That's it, ya spider-freak, keep talking to those stupid reporters. Soon enough they'll be reporting about them having to pick chunks of your brain matter out of their hair."

As he took one long breath, the masked gunman held his finger on the trigger and was just about to pull it before he felt a sharp jab behind his neck. Within seconds, he let out a pained groan and collapsed on the floor unconscious. Behind him the masked shooter's now unconscious body stood a woman clad in dark red and yellow spandex with yellow gloves and boots and a mask to cover the top half of her face.

"Now as annoying as I find that doofus in red and blue tights, even I have to admit that he's a good influence on this city. Plus, he still owes me a beer for saving his ass during that last Spider-Verse fiasco." Spider-Woman said, smashing the sniper rifle in half with her heel, and looked out towards the bank where Spider-Man was still conversing with all those reporters. It didn't take long before her presence was seen by the keen-eyed webslinger, and she waited for him there until he finally escaped from the bombardment of questions and swung over to where she was.

"Well if isn't, Jessica 'Never Texts me Back' Drew, how are you? You good? Been eating well? And why is there an unconscious dude right next to you?" Peter pointed to the sniper as he landed on top of the apartment building.

Crossing her arms, Jessica responded, "Firstly, I blocked you because you kept sending me nothing but stupid memes about Moon Knight-"

"Which were hilarious mind you! You're welcome!"

"-and you kept butt-dialing me on accident. Secondly, I'm good, thank you for asking. And finally, there's an unconscious dude right beside me because once again I had to save your sorry ass from dying. Where the heck was that spider sense of yours warning you about impending danger?" Spider-Woman asked tersely.

Spider-Man just rubbed his head with an exasperated sigh. "Honestly, I thought it was just a migraine from having to answer all those stupid reporters' questions. I mean seriously, not a single one asked me about the hostages I saved and instead were all about why I am teaming up with Black Cat and why was I kicked out of the Avengers and who do I think has the cutest butt on the Avengers."

"They seriously asked you that last one?"

"Well, I mean, I'm pretty sure it was just an avid fanboy, but it still was kind of weird. Spoiler alert, it's still Cap. Sorry, Jessica, it was a toss-up between you, Natsasha, and Cap, but Steve has that army boy firmness that you could bounce a quarter off of, ya know?" Peter joked, earning only a stoic stare from the black-haired woman.

"…Har-Har." Jessica replied dully.

'Still can't stand my sense of humor, I see. Oh well, maybe one day she'll grow a funny bone. Until then, I should just continue praying that Jessica can one day appreciate my humorous genius.' Before he said anything else, the webhead grabbed the comatose sniper and slung him over the building and webbed him to a lamppost right below some police officers. "Another one for you guys, courtesy of my trusted spider comrade, Ms. Spider-Woman! And no, we're not married, she just was really unoriginal with her name and had to piggyback on my success."

"Can't really be much of a success if at that point half the city hated you and thought you were a menace!" Jessica shouted back with a subtle grin.

"I'm sorry, ex-Hydra agent says what?"

"I'm sorry, ex-hero brain swapped with a supervillain says what?"

"…Touché. You're getting better at this quipping thing, Ms. Drew. Maybe my teachings have been rubbing off on you." Spider-Man laughed, patting her on the shoulder, which she brushed off quickly.

"Don't flatter yourself, Parker. You're not as witty as you think you are." Spider-Woman shot back, getting in his face a bit as she smirked.

"Oho, is that so? I'll have you know I have thousands of webpages dedicated to my quips and there was even a world record that I broke for most laughs during a hostage situation! Now how many people do you know that can do that?! I'll tell you, zero!" Peter retorted, pushing his face closer to hers.

Neither knew who made the first move. It all happened so fast. The pheromones between the two spiders simply overwhelmed their senses, similar to how Peter felt when he first met Silk. But this was different somehow, yet not so dissimilar at the same time. Both knew that Jessica had the ability to secrete pheromones due to her metabolism, as well as some uncontrollable factors such as gender or mood. Perhaps it was the irritation between the two spiders that sparked it or perhaps an unknown sexual attraction that was buried beneath all the snark and wit. Whatever it was, it led to something neither of the two ever thought would happen between them:

Making out like horny teenagers.

Peter could feel Jessica's tongue slobbering all over his mask, making him pull it up so that his mouth was out in the open, which allowed her to access it with freely. Within moments of him pulling it up, she stuffed her entire tongue inside his mouth, twirling it with expert precision. His hands stayed at her voluptuous toned hips, rubbing them up and down before crawling their way towards her supple ass cheeks. Gripping them with a tight squeeze led her to biting his lip hungrily, pulling on it as she grinned, before going back in to kiss him with seductive fervor.

Neither of them could really comprehend what was truly happening. All that was going through their head was the desire to feel good and how exactly they could achieve that level of euphoria. It was like something had taken over their bodies and they were merely the tools of their base desires. Lust. Hunger. Desire. All of it entangled them and forced them to enact on their sexual cravings, even if neither of them held all that much romantic feelings for the other.

The two's relationship had always been professional, if somewhat strained. While they were on good terms and could work well in a team, Spider-Man had a way of getting under Spider-Woman's skin, usually due to his poor taste in quips and bad timing with his humor. Sure she knew that when the time came to be serious, Peter would stop whatever bad joke was teetering on the edge of his tongue, and stuff it down so he could focus on the problem at hand. Jessica had seen that side of him during the Spider-Verse fiasco and how he was chosen to lead the army of spiders against Morlun's family of spider-eating monsters. She knew that when the going got tough, so did he. Still, aside from her begrudging respect that she had for him, there was no sense of attraction between the two.

Yet here she stood, swirling her tongue inside his mouth like it was the easiest thing in the world. As Peter's hands cupped her ass cheeks, fondling them with perverse delight, her own were rubbing his chiseled pecs with lustful craving. She wanted him. Here and now. But she had no idea why that was. Had her mind finally snapped? Was this some weird brainwashing from some unknown villain? None of it made any sense to Jessica, but her body didn't care. All it wanted was to be close to Peter and to be one with him. And with that, she moaned within their kiss and started moving her left hand towards his crotch, hellbent on ripping a hole in his suit and grabbing ahold of his clearly throbbing erection.

That was, until a certain impish Cat decided to intervene.

"Weeeeeeeeeell, what have we here? A couple of horny spiders kissing on an apartment rooftop where anybody could just waltz up to? My oh my, what a delicious pair you two make." Felicia playfully remarked, hopping along the edge of the rooftop, and sat down on her firm buttocks. She giggled as she saw the two spiders suddenly stop, looking to the other with confused stares, before pushing apart. The two panted heavily, no doubt due to their intense liplock, then stared at each other with differing reactions. While the male Spider had a more positive reaction, what with his sheepish grin, the female Spider was much more distraught from what she had just engaged in.

"I think I'm going to throw up." Jessica gagged, heaving slightly as she stumbled over to the edge of the rooftop.

"…Gee, thanks for the confidence boost." Peter grumbled, pulling his mask down, before turning his head towards the awaiting Felicia, and it finally hit him at what he had just done. "W-Wait, the heck just happened?! I don't…F-Felicia, I swear, I don't know what came over me. One second I'm defending my honor as a quipster from Spider-Woman, and then the next minute we're making out like crazy! I-I don't-" His stumbles were then stopped as Felicia slapped a hand on his shoulder, confusing him with her rather playful smile instead of what should've been an infuriated sneer.

"Relax, Spider, no need to defend yourself. Like I told you before, we're just having fun with each other. Nothing serious, and if that means that you want to go play with other women, then by all means." Felicia swung her hand in the direction of the still dry-heaving Spider-Woman in the corner. "Play to your hearts content."

"B-But it's not like that, I swear. Something just came over us and-" The webhead was stopped suddenly, feeling the soft lips of the blonde thief press upon his own. It was a small one, but no less passionate than all the others they had done over the past two weeks, which very much confused the wallcrawler and made him wonder if this was some elaborate conspiracy or hoax that was being pulled over him. He felt her break apart from their kiss and tap his chest with her claws, scratching his pecs with a naughty grin stretched across her face. "Cat?"

"Like I said before, I'm not jealous. Not even a little bit. Granted, I'm not exactly thrilled to find you macking on other women, but at least you have good taste. Jessica always did have a way with her tongue, after all." Felicia chuckled impishly.

A loud grunt of confusion reverberated out of the webslinger, looking to his blonde paramour and towards the black-haired spider that was walking back towards them with a sickly expression. "W-Wait a minute, you mean to tell me you…and her?!" Peter pointed towards Spider-Woman exasperatedly, unable to stop the flurry of naughty thoughts of the two rolling around in bed together, naked and laughing. "Jess, please tell me she's lying to me!"

Wiping her mouth of excess spittle, Jessica simply gave him an uncaring shrug in reply. "Look, if it's any consolation, I was drunk. Like, 'I thought I was in the Negative Zone' type of drunk. Little did I know Felicia was at the bar eyeing me and-"

"One thing led to another and I bagged myself another spider. Suffice to say, Ms. Drew here wasn't thinking about that idiotic cheating archer fellow anymore when she was licking my-"

"OKAY, THAT'S ENOUGH FELICIA! Let's just keep those sordid details about that particular night to ourselves." Spider-Woman growled out, glaring at the webslinger out of the corner of her eye. "And you, the last thing I need is Carol or Natasha finding out about…what we just did, so keep that mouth of yours shut! Otherwise the next time there's a Spider-apocalypse, I'll send the call to voicemail." She warned him sternly. And with that, she took to the skies and flew away from the vicinity, faster than she could've hoped.

Peter simply stared up at the sky, waiting until Jessica was long gone, before turning to Felicia, "So you're totally going to tell me what happened right?"

"Psh, of course. There's no way I'm not using this as an opportunity to rub the fact that I slept with her, while all you got was a lousy kiss." Felica snarked, poking one of her claws deep into the Spider's chest. "Plus, as soon as we get home, you're going to need to put that mouth of yours to work down under, unless you want to end up sleeping on the couch."

"…Well, I mean, it is pretty comfortable." Peter replied, earning an unenthused reaction from the cat burglar. "…Kidding! Aha, just kidding! You know me, Felicia, always the kidder! It's part of why you love me after all."

"Mmhm." Felicia murmured dully as she raised her grapple gun in the air, shooting it towards the nearest building and swung away back towards her penthouse.

Soon after, Spider-Man followed after her. As he swung after Felicia, he found himself unable to stop thinking about his kiss with Jessica. It was a strange feeling, kissing a fellow spider, especially one he had worked with countless times. Strange as it may sound, the webhead had never once thought about himself together with Spider-Woman. It wasn't that he found her unattractive, far from it in fact. However, the two's contrasting personalities was probably a big factor in why he had never thought of Jessica in that way before.

'Still though, I'd be lying if I said that kiss wasn't amazing. Feeling my lips against hers…it was like fireworks were going off in my head! Maybe it's because we're both spider totems? Ahh, whatever, guess it doesn't really matter. Jessica made it very clear that she found it repulsive, but I guess that's no shock. What is a shock though is how Felicia reacted to me kissing another woman. If I didn't know any better, I'd say she looked kind of turned on? That woman is a constant headache for yours truly because I just never know what's rolling around in that head of hers. Oh well, either way the day is saved and now I can head back and enjoy myself back at Felicia's place without a care in the world.' Peter thought as he swung from building to building, unaware of how fast his world was about to come crashing down.

For little did he know, a certain someone from his past had been watching his little make-out session with Spider-Woman, taking all kinds of pictures of the two.

Just across the alleyway from the bank stood a blonde bespectacled reporter snickering to herself as she looked over all the pictures she had on her camera. "Ohoho, Norah Winters, you are the luckiest damned reporter in all of New York right now! What a scoop for my website; Spider-Man caught kissing his female doppelganger as Black Cat watches in jealousy! God, I can already see all the comments! My ad revenue is about to skyrocket from all the views I'm going to be getting from these pics!" Norah cackled, shoving her camera back into her orange backpack and shuffled to her car in a hurry, eager to see how this all played out on the internet.


Felicia's Penthouse (Again)

Once again laying in bed, Peter panted tiredly after another round of intense sex with Felicia. Just like she warned him, as soon as they got home, she got him on his knees and forced him to eat her out until she said stop, which wasn't for a good hour until she got too horny and made him pound her for another hour. And another hour. And another. And another. And…well you get the point. Suffice to say, the webhead was exhausted out of his mind and he doubted that his meaty web-shooter would be getting back up for quite some time.

Which didn't stop Felicia from trying with her mouth anyhow.

"Felicia, I keep telling you, I'm tapped dry. No amount of you sucking is gonna make it any harder, trust me." Peter groaned, watching the blonde bob her head between his legs from underneath the covers. Even from under the blankets, he could hear her pussy squelch hungrily, as it oozed out all the semen that he had spurted into her and drained onto her sheets.

All Felicia replied back were muffled garbs of unintelligible nonsense while she continued to suck his cock with lustful passion.

'Well, I tried to tell her. All I can do now is just shut up and enjoy her mouth, I guess. Mmm…I could get used to this.' The webhead grinned, pulling his arms behind his head and let out a relaxed sigh as the horny blonde kept slurping away at his flaccid penis. He groaned lowly, feeling her tongue slither and lick around the limp shaft, before taking it back into her mouth and sucking it with intense zeal. Her sucks were just as pleasurable as her kisses, which she layered all around his soft cock, moaning as she did so. "Felicia…oh god, you're amazing." He murmured quietly, brushing her hair from underneath the covers, and rubbed his fingers through her platinum blonde tresses gently.

He heard her let out a muffled chuckle as she suckled his cock, making the reverberations stimulate his dick even further, and made him accidentally bang his head against the headboard. The sudden shock made the nearby nightstands by Felicia's bed shake and accidentally caused the remote to her bedroom television to knock to the floor. Somehow landing on the perfect spot, the remote managed to land perfectly on the power button and caused the tv to turn on.

"…the sudden revelation of what could be the next super-powered couple is causing quite a stir amongst the city and especially around the particular fandoms of both of these superheroes."

"Hmm?" Peter opened one of his eyes, curious to see who the news reporters were talking about and was shocked to see two familiar faces plastered all over the scene. "OH PLEASE GOD NO!" He shouted in pure unadulterated shock as he laid up from the bed and inadvertently forced more of his wilted cock further into Felicia's mouth. "AGH! Cat, not now! We've got bigger problems here, so quit sucking and get out from under there!"

Angrily huffing, Felicia pulled back the covers and glowered at the Spider with her naked back still to the tv. "Believe me, I've been trying to make something bigger for the past forty-five minutes! Now I don't know what's got you so spooked but whatever it is, it can't be that big of a-" She stopped as she turned around towards the tv screen. Immediately upon seeing what was on it, her cheeks puffed out from her restrained laughter, leading to her snickering uncontrollably in amusement.

Together the two watched as numerous pictures of Spider-Man and Spider-Woman entangled in a passionate kiss, groping and fondling the other with what looked to be overly zealous desire.

"Oh god…Jessica is gonna kill me when she finds out." Peter bemoaned, rubbing one of his hands across his face as he continued looking at the television. "This can't get any worse…"

RING RING RING RING RING

Both of their attentions were grabbed by the vibrating phone buried beneath Felicia's catsuit. Growling annoyedly, Felicia crawled out of bed and dug it out from underneath her clothes. As soon as she turned it over to see who was calling, her cheeks puffed out once more with that familiar mischievous glee.

"…Oh no, please don't tell me that's who I think it is." Peter asked, praying to the One Above All that it wasn't-

"Hey, Jess, long time no see! Why, I haven't seen you in what feels like ages! How've you been? Have you seen the news lately? Because I just saw something right now that-ahahaha, Peter? Is he with me?" Felicia looked towards the man in question, seeing that he was shaking his hands in front of his face with a pleading expression. Poking her chin playfully, the blonde titled her head towards the ceiling contemplating how to answer. Finally, she responded, "Sure, I just had my mouth full of his cock just a few moments ago. Feel free to stop on by before he tries swinging away in fear. Don't worry though, I'll be sure to keep him occupied before you get here. Toodles~!" She said as she hung up the phone and tossed it over her shoulder.

"FELICIA! WHY?!"

Unable to contain her laughter, Black Cat hopped onto the naked webslinger and pressed the full weight of her naked sweaty body onto him. She felt him try to wriggle his way out, but she made sure to hold him in place by wrapping her arms around his neck and smooshing her humongous bosom into his face before he could say anything else. "Calm down, Petey, can't you see that this is a good thing? I could tell how close you were to bagging little ol' Jess back on that rooftop and how much you wanted it. Even from across where I was watching, I could see the web-shooter dangling between your legs throbbing excitedly at the prospect of banging a fellow spider. And between you and me, I know when a woman is turned on. And Jessica Drew? Oh, she was very very turned on."

Felicia giggled, rubbing her fingers through Peter's hair, while she pressed one of her nipples inside of his mouth. A light coo escaped her lips, licking them as she felt his tongue hungrily start to lap it up. "I don't know how you did it, Spider, but I could tell that Jessica was a few seconds away from becoming a quivering mess because of you. I can only assume it's some kind of new spider power that you got under your belt. Either way though, if you want to have her putty in your hands, and wailing in this bed, then you gotta man up and quick."

"MMPRH?!" Peter managed to muffle out from between Felicia's glorious giant knockers.

"Yeah that's right, I'm giving you the go-ahead, but don't think it's out of the goodness of my heart. This is as much for my gain as it is for yours. Ever since I started sleeping with you again, my legs have been in a constant state of trembling like jelly, and if one spider is capable of doing that, then imagine what two spiders in my bed could achieve." Felicia licked her lips excitedly, imagining herself in the middle of both Spider-Man and Spider-Woman having their way with her. "Now then, lover, we're going to wait for Jessica to come flying over here in an angry huff and as soon as she's done getting all that frustration out, you hit her with…whatever it is you did to her back out on that rooftop. Then…hehe…the fun can begin."

"MMMMM! MMMPHRHMMMRHMM!"

"Ugh, I don't care if you don't know how you did it, you'll find a way. You always manage to." Felicia smirked, petting her brown-haired lover as he continued sucking away at her nipple, while she chuckled under her breath. All the while she simply continued imagining herself in between the arms of two spider-themed lovers pleasuring her body with their mouths and hands, leaving her quivering for more. 'Mmm~! Oh, Petey, I knew getting back together with you was a good idea. Not only will I have a spider-man at my beck and call, but soon enough I'll have a spider-woman to do with however I please! Mmm, yes I'm getting so wet just from thinking about it. Heh, Jess has no idea what's in store for her when she gets here…no idea at all.'


AAAAAAAAAAAAAAAND THAT'S A WRAP!

Now I know some of you will probably be a bit disappointed that there was no real action with the next girl of the harem, Jessica Drew, but rest assured that next chapter will have some proper Spider-Man on Spider-Woman action! Guest starring Black Cat as well! Mainly the point of this chapter was to kind of set-up for Peter/Jessica since I didn't want to just have them fucking straight out of nowhere. While Jessica does respect Peter, she does find him mostly annoying (as do many of the Marvel cast of heroes) and I wanted to showcase that here.

As you can all tell however, Felicia is most likely gonna be the main instigator in Peter sleeping with other women, since she's more than happy to bed all the most beautiful and most powerful heroines in the Marvel Universe.

It's like the ultimate heist to her: Stealing the hearts of the sexiest women in the universe.

Anyways, I wanted to keep this chapter mainly focused on Peter and Felicia because again they're the main pairing of this fic. Plus…well I wanted to write more smut of them. :P

But wowie! This story has been getting some good traction! Thanks a ton to all the people who are supporting this story! I really appreciate it! I hope that you can continue to support this story and my future endeavors!

Also, I mentioned about potentially adding Sue Storm and Jessica Jones into the mix and I've at least decided to add Sue since I can have her and Reed part amicably without having to resort to any character bashing. Plus it makes it easier for Peter and her to potentially get together without any awkwardness. Jessica Jones is still a maybe however. While she has canonically had a crush on Peter back in high school, she still I think has a much stronger marriage than Sue and Reed do, which would make it difficult to come up with a reason for Peter and her to be together. Just putting that out there in case people are wondering.

Anyhoo though, if you liked reading this chapter and want to see more, then please leave a favorite or a kudos or whatever you can on the website you're reading this on! I really appreciate it and it goes a long way, trust me!