Heyyo, everybody! I'm here coming at ya with some good ol' Spider smut, featuring my favorite of all his love interests, Felicia Hardy, AKA Black Cat! This has been a long time coming because I've always wanted to write some smut for her and I'm finally taking the initiative and doing so! Now I'm sure you all will be wondering if I'll be adding any more heroines, and for that you'll just have to wait and read to find out!

So, true believers, let's get this show on the road!

Also, I recently just started a , so if you like my works and want to support me so I can keep crafting more lewd stories, then please check out the link. I would really appreciate the support!

ht tps: / www. . com/Nat suflado69

Disclaimer: I do not own any of the characters in this fanfic. They all belong to their respective owners. All characters that partake in lewd acts are well above the age of consent.


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"Ugh, what's with all this fog and stuff? Oh man, don't tell me I fell into Stephen King's, "The Mist," dimension or something! I haven't read the book, but I've seen the movie and I know there's no happy ending for this Spider if I stay here!" Spider-Man shouted as he wafted his hands through the thick fog. He could feel the sheer coldness of it as it blew onto his face. "Whoa, what happened to my mask?! I could've sworn I had it on…I think? Geez, I've been patrolling night and day and it's really starting to mess with my sleep schedule. If I haven't been diagnosed with insomnia, then allow me to do it for myself."

As the sarcastic spider continued moving through the fog, a familiar voice filled with frosty callousness called out to him. "Cease your incessant prattle and hurry forth, young spider. I haven't got all night for you to dawdle about like a childish oaf."

"Madame Web?! You're alive? But I thought…isn't Julia Carpenter still the current Madame Web? Or do you she trade shifts with you because she got last minute tickets to a BTS concert or something?" Peter joked as he made his way towards the clairvoyant, seeing that her demeanor was just as aloof as it always was. No longer being covered in fog, he saw the familiar spherical paneled window behind her along with the metallic webs that protruded from her chair.

Madame Web sighed, shaking her head from the man's laidback behavior. "Still the same even after my death, I see. I would've thought that perhaps my passing would have made you act at least a bit more mature, but I see that was a fruitless hope."

"That's not true at all. I mourned you, I did, I really did." Peter's face turned serious as he talked. "And I don't know how you're alive again, but for what it's worth, it's good to see you again, old friend." He could've sworn he saw her mouth perk up slightly, reminiscing a frail smile, but it disappeared before he could even make sure.

"Alas, my passing is still in effect, and I am only here in a sort of spiritual form to tell you something that will have grave ramifications should you not take action soon."

"What?! C'mon, another life-ending disaster is on the way?! Sheesh, I feel like there's one every year. Just once I'd like to be able to dig my toes underneath the sand and enjoy a single day without any world-ending tragedies on the horizon!" Spider-Man bemoaned as he rubbed his fingers through his hair exasperatedly. Sighing to himself, he continued, "But if you're here defying Death herself, then it has to be for a good reason. Go on tell me. I doubt anything will surprise me at this point."

Madame Web's fingers tightened around two of the pincers that surrounded her chair, telling him that whatever she was about to say was dire. "Long ago, though you do not remember, you made a deal with the demon, Mephisto, in order to save your dying aunt from an assassination gone wrong."

"WHAT?!"

"You tried many things to save her, including reaching out to the greatest minds on the planet for a way to save her, but to no avail. None had the power to heal her, except one. In your desperate hour of need, Mephisto appeared and offered you a chance to save your aunt May from death itself, for one simple price: your marriage."

"M-Marriage?! I was married?! To who!?" Peter asked with a desperate cry, becoming more and more enraged and confused.

"To the love of your life, Mary Jane Watson. Together, in due time, you would have sired an heir more powerful than you, and she would one day in the future defeat Mephisto and halt his villainous schemes of taking over the world. However, Mephisto saw this defeat and so used your desperation against you in order to destroy your marriage and prevent your daughter from ever being born."

Peter didn't know how to react to all the information that was suddenly being relayed to him. Deep inside of him, there was always a feeling that felt to him that something was off concerning him and MJ. That something was driving them apart, but he never quite understood what it was. But now he knew. Now he finally was starting to understand why that was, and he was infuriated by it. "Mephisto…took away my marriage. Our…mine and MJ's daughter! All this time…all these years we could've been together, but that damned monster kept us apart! He won't get away with this! He won't! Now that I know now, I can tell MJ, and maybe…maybe she'll remember something and we can get back together and get married again and have our daughter-"

"That time has passed, Spider-Man." Madame Web cut him off, causing him to recoil in shock, before it turned to desperate misplaced anger.

"What?! What do you mean it's too late!? Of course it's not too late! MJ and I can still be together, like we were always meant to!" Peter shouted, stomping up towards the blind psychic. With his anger getting the best of him, he pushed his face right in front of hers, gritting his teeth in fury.

Madame Web raised waited a few moments, allowing the young man to vent his frustrations out on her. As some time passed, she then raised her hand and touched his shoulder. "…I'm sorry, I truly am Peter, but please calm yourself and I will explain." She said softly, comforting him as best she could. It seemed to do the trick as she saw his face morph from seething anger to a much more solemn stare mixed with guilt.

"I-I…I'm sorry, Madame Web. I shouldn't have snapped like that. I just…" Peter stopped, shaking his head as he stepped away from her and apologized once again.

"No need to apologize. You are well within your rights to be angry at what you have lost. No one can fault you that, least of all myself. Your life is a tangled web weaved with loss, regret, and grief…but most of all, responsibility. I wish I could tell you everything will work itself out, but the future is always changing, and what Mephisto did by taking away your marriage has changed it. No longer is the child of you and Mary Jane Watson the future savior of your world. That future is no longer possible, even if you managed to reverse the deal you made with him."

"So then, what? Mephisto wins in the future and there's nothing I can do about it?! There has to be a way, Madame Web! Something! Anything is better than letting that…that bastard get away with what he's done!" Peter shouted, gripping his fists into balls as they trembled in the air.

Another ghost of a smirk peaked around the edges of the frail woman's mouth. "There is a way, young spider, but it might not be exactly what you're thinking. While the heir of yours and MJ's is no longer the vanquisher of Mephisto, another shall lay crown to that title. I have foreseen it, though who exactly is the mother of your child is hazy to even I. All I know is, there is another you must lie with in order to bring about the saving of your world."

"W-Wait hold on a minute here. Let me get my bearings straight here." Spidey stopped her as he rubbed his gloved hands over his eyes, trying desperately to comprehend what Madame Web was telling him. "So what you're saying is, in order for me to save the world, I have to…have sleep with an unknown woman so that she can give birth to an unknown child who will one day save the world?" He stared blankly at the old crone, blinking several times before finishing with, "That is without a doubt the craziest pick-up line I've ever heard in my life to tell a woman. I doubt even Tony Stark himself could get away with schmoozing a woman with that line."

Another frustrated sigh left the old woman's mouth at hearing the pathetic joke coming from the young spider. "And just when I thought you were beginning to take this seriously."

"I AM! It's just…what you're telling me is insane! I mean, what am I supposed to do, sleep with a bunch of random women until they give birth to someone with a special birthmark that says, 'chosen one' on their forehead or something?!" Peter cried out, waving his hands up and down as a quivering smile stretched across his mouth. "Are you sure it's not MJ anymore because even that would be tough to achieve since…well we're not on bad terms, but things are still incredibly awkward between us."

"All I know for sure is, it's not her, Spider-Man. Although, I have seen…glimpses, shall we say of women that could be the potential mother to your child that will defeat Mephisto."

"Really who? It can't be that bad, ri-"

Suddenly murky images began popping up onto Madame Web's windows, showing several familiar faces of women that he had either cared for once or teamed up with on occasion or simply knew by reputation alone. Images of Black Cat, Silver Sable, Scarlet Witch, Black Widow, Mockingbird, She-Hulk, Jean Grey, Emma Frost, Storm, Psylocke, Kitty Pryde, Laura Kinney, Rogue, Domino, Magik, Jubilee, Captain Marvel, Spider-Woman, Spider-Gwen, Silk, Julia Carpenter, Elektra, Tigra, Jane Foster, Gamora, Firestar, and others that he could barely make out. "These are simply some of the many I have seen, young spider. Who exactly it is, I know naught, but what I do know for sure is that if you do not sire the proper heir in due time, then the fate of your world is doomed."

Still reeling from the shock of what he had been told and who he was seeing, Peter could only flap his mouth open and closed, reminiscent of a fish, as he tried to utter out anything to say. Instead he only offered wordless silence, much to the amusement of the paraplegic psychic sitting across from him.

"I don't think I've ever seen you stunned for silence. I must admit, tis quite amusing to see you fail to speak after years of hearing you prattle about like a chattering spider monkey." Madame Web chuckled to herself.

Once again rubbing his hands over his face, Peter snapped himself out of his shocked silence. "Okay, even if this was the case, how in the hell would I get anyone to believe what I was saying?! Unless you plan on appearing to every single woman that you've envisioned in your…vision."

"Alas, I am using my last remaining vestiges of life to appear to you now. After this meeting, I will no longer be able to converse with anyone in the realm of the living.

"Oh, well that's great, just great! So basically, I'm just supposed to seduce all these women, get them into bed, sleep with them, and get them pregnant so they can POTENTIALLY give birth to the future savior of the world. Look, Kyle Reese I am not, and no amount of saying, 'cum with me if you want to live, is going to win me over any women." Spider-Man protested while flailing his arms in the air.

"I suppose there is the possibility of using your irresistible charm and wit to seduce them." Madame Web contemplated.

Taken aback from the sudden compliment, Peter bashfully rubbed his head as he replied cheekily, "Hehe, well I mean, I guess I am kind of a charmer and pretty easy on the-"

"I was joking."

"…You're as cruel as you are wrinkly." Peter deadpanned, lowering his head in dejection from the insult.

A wicked smirk then formed across the elderly woman's face. "Fear not though, Spider-Man, for I have a gift to bestow upon you before I leave you. One that will for sure assist you on your quest to sire an heir that will save the Earth from Mephisto's schemes." Suddenly, one of the pincers from her chair begin to move towards the dejected Spider-Man, who was still moping.

"Well, after your cruel insult, I don't know if I really want your-YEOWCH!" Peter exclaimed loudly, feeling the sharp point of the pincer poke his neck before recoiling back behind Madame Web. "Ouch, that smarts! Why the heck didn't my spider-sense warn me of that?! And what the heck kinda gift is that anyways?!" He saw her open her mouth to answer him, but he heard nothing coming from the old woman. His vision then began to blur and once again the fog started to return and entrench Madame Web, swallowing her inside its plumes. Slowly, Peter reached out to her, but felt his entire body feel weak and heavy, which caused him to fall to the floor.

The last thing he saw were the images of all the women staring down at him, watching him with lustful eyes before he lost consciousness.


Peter's Apartment

BEEP BEEP BEEP BEEP BEEP BEEP

"WHUZZAH?!" Peter shot up from his couch, unconsciously slamming hist fist on his alarm clock, and smashing it to pieces. Seeing what he had done, he let out a discontented murmur. Wiping the drool from his mouth, he sat up and stretched before letting out a massively tired yawn. "Crap, I must've fell asleep after my morning patrol. I've been running myself ragged protecting the city that I should've seen this coming. Geez, I'm so tired that I can't even remember what I was dreaming about. I was talking with…someone? But who? Aunt May? No no, oh well, if I can't remember, then I guess it's not that important."

Peter lazily scratched his backside as he got up from the couch, heading to his tiny kitchen for a glass of tap water. Grabbing one of two glasses he owned, he turned on the faucet and let the cup fill up halfway before turning it off and sipping the water. As he did, a staticky voice came out of the police radio he had forgotten to turn off in the living room, getting his attention.

"All units, please be advised of a potential robbery at the Queen's Museum. Suspects of about ten to twelve people have been spotted loitering by citizens. Caution is advised as some have been spotted carrying possible firearms. Any and all available units, please respond."

Putting his cup down on the small coffee table, Peter wiped away some of the water from his lips and smiled. "Responding." Hurriedly, he grabbed his mask that was hanging off the couch and jumped out the window and started swinging as fast he could towards the museum.

By the time Peter had made it there, the crooks were already inside and taking paintings off the wall. Thankfully, he had managed to find a vent to sneak in from and was currently watching from the ceiling. 'Sheesh, look at them all just touching all these priceless artifacts. If I got this close to one, there'd be six security guards dogpiling me for even breathing on them!' Slowly he crawled down one of the walls and jumped off quietly onto the upper floor. 'Okay, let's try to do this as quietly as possible. I'm not rich enough to pay for restoration to any damage these idiots might cause if I fight them head on. Heck, I doubt I have enough to pay for anything in the gift shop.'

After that self-deprecating thought, the wall-crawler tilted his head over the railing and saw an opening as one of the armed guards walked underneath him. Firing his web shooters, Spider-Man made sure to web his mouth closed as he pulled him up and slammed the robber into the wall adjacent to him. Carefully, he began picking the others off one by one, trying his best not to alert any of the others. It was all a cinch really. This wasn't his first museum break-in, and he knew it wouldn't be the last by a mile. Once the final criminal was webbed and taken care of, Peter looked around to see his own artistic masterpiece of webs, marveling at the different ways he has stuck them onto either the ceiling, the ground, or the walls in a variety of poses.

Tilting his masked head to the side, Spidey used his two thumbs and index fingers to formulate a mock camera as he looked around the museum. "This may not be art, but I like it." As soon as he said that a quiet chuckle reverberated throughout the museum, taking him off guard. "Who?!" Peter cried out, turning his head around to see who was laughing, only to see a familiar figure sitting up on one of the railings.

Perched atop the railing was his (sometime) amicable ex, Black Cat, who was wearing her usual skintight leather bodysuit with white tufts around the neckline, along with an actual collar around her neck, and wrists with the zipper all the way down to below her curvaceous chest, which allowed Peter to ogle (subtly of course) at her marvelously ample cleavage. Another quiet laugh escaped her lips at seeing the way her ex-boyfriend's body contorted in surprise from her sudden appearance. "Aww, nice moves there, little spider. Hmph, for a dork in tights anyways." Felicia joked with a smirk.

"Please tell me that these aren't your bad guys and you're not starting up your Queenpin fiasco again. Because I'll be honest, that costume looked really stupid, especially with those yellow cat eyes on your chest. And trust me, this is coming from a guy that wore a brown paper bag over his head and a 'kick me' sign on his back one time." Peter fired back, getting a snort from the platinum blonde.

"Puh-lease. I wouldn't be caught dead working for amateurs like these doofuses. Little innocent ol' Felicia was just doing her due diligence when she heard quite the scuffle in the museum. And what does she find after her little investigation then a mean ol' spider beating up on a gang of Neanderthals. Why, I was half tempted to take some pictures and send them to Jameson just to see how he'd spin this little scenario against you." Black Cat snickered, leading to a short laugh from the webhead.

Peter laughed quietly to himself, shaking his head as he replied, "Hehe, yeah, he'd probably say something like h-HEY WAIT, WHERE ARE YOU GOING, I HAVEN'T SAID MY BAD JOKE YET!" He suddenly yelled out, seeing Felicia turn around and hop off the railing towards the exit. Growling at being ignored so blatantly, he jumped up towards where she was heading and saw her jumping up towards the open glass panel towards the ceiling. Easily the wallcrawler was able to make the jump and looked to see Felicia grappling from building to building. "Geez, so we're playing 'catch me if you can,' are we?! I thought those days were over!" Peter shouted as he began chasing after his ex.

With the wind blowing through her blonde hair, Felicia looked back and saw the webslinger chasing after her. She bit her lip in excitement, feeling that nostalgic adrenaline pumping through her veins from the old days of being chased by Spider-Man. "Those days are never over, Spider! From now until the day you die, you'll be chasing my gorgeous behind!"

"How about you chase my gorgeous behind for once?! Figured we could at least spice things up a bit instead of following the usual routine!" Spider-Man screamed at the jewel-loving thief, dodging several signs mid-air, and started sprinting up a building as fast as he could. "C'mon, slow down so I can talk to you! I'm going off only three hours of sleep here!"

Black Cat scoffed at hearing that, sticking her tongue out towards the webhead, as she grappled towards another skyscraper. "Slow down?! Yeah right, if you can't keep up, then go home, Spider. Feel free to think about me when you fall asleep tonight, but nothing too naughty of course~!" She shot him a wink, which she could tell flustered him going off his shaky swinging.

Hearing that flirtatious remark, though tantalizing, for some reason made his brain hurt suddenly. 'Yeowch! Feels like someone just pinched my brain or something! Ugh, I feel like…I should be remembering something, but I can't put my finger on it. D-Did it have something to do with Felicia? Aw geez, I really hope it wasn't another weird sex dream with her and MJ again. Last time I had one of those, I almost ripped a hole through my suit.' Peter sheepishly thought to himself, still chasing the roguish woman throughout the city of New York. As he did, memories of either pursuing Black Cat after a jewel heist or swinging together with her in one of their off the cuff team-ups popped into his head.

Though Felicia was initially a bit rough around the edges, especially after her weird obsession with him had faded away, he knew deep down there was a heart of gold that the thief preferred to hide away. That was what had partly drawn him to her in the first place, aside from her amazing looks. Not to mention there was just something about her that made him feel so…free. He knew that while he had great responsibility to take care of, there was a time that being with Felicia had allowed him to also have fun being Spider-Man. Even now, his heartbeat was exhilarating from the thrill of the chase, speeding up every time she looked back at him and shot him another flirtatious grin.

'I can't tell if she's actually flirting or if this is just Felicia being Felicia, but I honestly don't think I care one way or the other. I'm just happy that we're actually friends again and she's not trying to murder me. Being forced to right her always hurt me to do and having her hate me was even worse. But at least that's all over and done with now and we've been able to move on as friends…' Spidey saw her throw him another seductive look, watching her tilt her head towards the roof of a pizzeria. '…and maybe something more? Would I even want something like that with Cat? Sure our relationships usually go south, but…if she's game, then why not?'

Peter landed by her on top of what looked to be a pizzeria owned by a game named Tony, if the name "Tony's Pizzeria" was any indication. "So, you lead me here so your goons could make off with all the art from the museum or what?" He joked, leading to Felicia lightly punching him in the chest. "Ouch." The webhead mockingly uttered before laughing it off.

"Shut up, you idiot. If I really wanted to, I'd have beaten the snot out of you and made out with the loot without the help of those idiots. You're quite predictable, Spider, and so easy to manipulate." Felicia smirked as she slowly sauntered closely towards the masked hero.

"Oh really now?"

"Of course. Why, I can easily tell that since the moment we landed, and even back at the museum, you haven't been able to keep your eyes off my breasts." Felicia laughed at watching her ex sputter and flail at being caught red-handed, unable to even utter out a denial. "Oh, Spider, this is just too easy. You could at least try to deny it."

"Hey, it's not my fault! I mean, come on, look at them! They've been threatening to pop out ever since we landed here!" Spider-Man defended himself, pointing to the cat burglar's jiggling breasts.

Felicia just shrugged in reply and coyly smirked back at him. "Bet you'd just love to see the girls again, huh?"

"…I plead the fifth." Peter muttered, crossing his arms and turning away from the snickering blonde. "Be honest now, Felicia, why were you really at that museum."

Rolling her eyes, the Black Cat mimicked him in crossing her arms underneath her chest. "Would you believe me if I said I missed watching my little Spider in action?"

"Nope."

"Well good because that would've been a lie. I was there because I got a tip that a bunch of crooks were planning on stealing the Symkarian Diamond necklace that was given graciously by our favorite silver-haired mercenary queen. So I was simply being a good art connoisseur and protecting it from being sold on the black market. Happy?" Black Cat mockingly replied as she walked to take a seat on one of the edges of the roof.

"Uh-huh. And there was no scenario that if I hadn't been there, then you would've left the diamonds alone?" Spider-Man asked suspiciously as he sat beside her. He later scoffed as all Felicia offered in return was an ambivalent shrug. "Of course. Well, kudos for your honesty, I guess. At least it shows your growing as a person. That and your massive rack." Peter jokingly commented, jerking a thumb towards her chest, which lead to him being punched in the shoulder this time, albeit much harder. "Haha ouch, okay that one actually hurt that time."

"Good." Felicia smiled at him. "Now be a good little spider and order us some pizza. Mama's been a good girl and today is her cheat day. Chop chop!" She clapped her hands together smugly.

Peter simply bowed in return, mimicking his best Jarvis that he could muster forth. "Yes, master Felicia. I shall fetch your loveliness the greasiest and cheesiest pizza that the kitchen can offer you." He then hopped onto the sidewalk and walked inside the pizzeria, which lead to a score of people yelling out in surprise at seeing their friendly neighborhood Spider-Man waltz right into their favorite pizza place.

Felica watched as people began posing with her ex-lover, all the while he ordered, in his words, "the fattest pizza pie ever created in the history of New York." She didn't know what it was but there was something different about him. Or rather, it felt like there was something different about her. Upon seeing him at the museum, all those old memories of them together came rushing back, especially once she got him to chase her around the city. It surprised her at how much she missed their old routine. It also surprised her at all the butterflies that seemed to be fluttering about in her stomach. Being that close to him and getting whiff of that familiar, yet also strangely different aroma, her body felt light and intoxicated all of a sudden.

Her chest felt heavy and tight, leading to her unzipping her bodysuit fully and allowing her breasts to flop out and breathe properly. Black Cat panted lightly, fanning herself and getting some fresh air to alleviate some of the sweat that had pooled all over her body. 'I guess seeing the Spider after all this time has gotten me even more riled up than I expected. Has he been working out? His ass is definitely way more toned than we were dating that's for sure.' She bit her lip with a slight growl.

With the fresh breeze coursing over her naked bosom, Felicia murmured softly to herself as she felt the cool air brush against her pink nipples. Slowly her hands shifted over them, making sure to wipe away whatever sweaty residue remained. A small coo escaped from her as one of her claws accidentally flicked her left nipple. Though she knew it was wrong, a tiny part of her, mainly the exhibitionist side, was getting a bit turned on by the fact that anybody could see her seemingly fondle herself on top of the pizzeria if they simply looked up. Luckily, it seemed that her luck-based powers were making sure that any potential peeping Toms were swiftly injured if any of them even looked in the direction of the blonde burglar.

All except for a horny little Spider…

Spider-Man, with a large brown pizza box in hand, hopped up toward the top of the pizzeria, unaware of what a gorgeous sight awaited him. "Okay, Felicia! I didn't ask what kinda toppings you wanted, but I remember back when we were dating you always liked anchovies on your NIPPLES!" He shouted in surprise as he saw his ex's amazing tits in all their glory, leading to him messing up his jump and crashing headfirst into the sign. A loud smack was heard as his body slumped backwards onto the roof, still gripping the pizza like his life depended on it thankfully. Peter's vision was all hazy as what looked like little cartoon birds were spinning around his head, which made him worry about his sanity, but a part of him knew that he was always a little insane. After all, he did fight crime in a spider outfit for free.

"HAHAHAHAAHAHA! Aww, does the Spider need a kiss for his boo-boo?" Felicia couldn't help but laugh as she mockingly asked him, crouching next to him while she opened the box and took out a pizza slice that had extra anchovies for herself.

All Peter could do was laugh lazily, still a bit loopy from the harsh head smack. "H-Hehe, nah, I should be fine since I saw your boob-boobs." He then continued laughing at his terrible joke as he grabbed his own pizza slice that had no anchovies on it whatsoever.

Chewing on her slice with a puffed-up smirk, Black Cat replied, "Bet that's the most action you've gotten in the last few months."

"HREY! THRAT'S HRUNTRUE!" Peter fired back with his mouth full, unintentionally spewing pieces of pepperoni between Felicia's exposed cleavage.

"First, say it, don't spray it." Felicia deadpanned as she dug out the pieces of pepperoni between her breasts. "Secondly, your right hand doesn't count, Spider." She retorted with a haughty smirk.

"Hey, I can use both hands efficiently, but that's beside the point! Besides, I bet the same could be said for you too!" The webhead counterattacked, jumping back onto his feet as he ate the last of his crust.

Swallowing the last bit of pizza in her mouth, the curvaceous thief shrugged back at her ex. "Nope. I've slept with tons of guys since we've been broken up. Women too. Some of which even had masks like you."

"The guys or the girls?"

"Both."

Stifling his rising jealousy, Peter tried his best to play it cool, crossing his arms as he leaned against the rooftop. "Oh…well me too! Yep, plenty of women. ALL gorgeous women! Some of which I bet could even give you a run for your money!"

"Oh really? Name five." Felicia asked with a raised eyebrow, placing her hands against her sides.

"…A gentleman never tells. Especially a gentle spider…man." Peter responded, avoiding her eyes as he coughed into his hand awkwardly.

Seeing past the obvious lie, Black Cat simply murmured before smirking to herself. It was clear to her that the Spider was jealous of her past romantic entanglements since their last breakup, even if they were slightly embellished just so she could get a rise out of him. While it was probably childish of her to be teasing the wallcrawler like this, a part of her was happy to see that she could still fluster him quite easily. Plus, his clearly jealous body language told her that he still held some sort of romantic feelings for her, which made her feel strangely warm inside.

Watching him pout and sit down on the edge of the pizzeria, Felicia rolled her eyes and grabbed the pizza box before taking a seat next to him. Opening it, she dug out another slice, free of any anchovies, and handed it to him as a sign of a truce. Without even looking at her, Peter took the pizza from her and rolled up his mask to start eating it. She did the same, though choosing once again a piece covered with anchovies, and the two ate in quiet peace. They remained silent for some time, minus the rampant chewing, and simply enjoyed the scenery of the bright shining lights of New York. After some more time had passed, and the pizza was finished, the two masked individuals subtly eyed each other, trying to look without the other seeing.

As per usual however, it was the webhead that decided to break the silence between the two. Twiddling his thumbs nonchalantly, Spider-Man coughed something under his breath, which peaked Felicia's curiosity. "I'm sorry, what was that?" She questioned him with an inquisitive grin.

"Huh? Oh nothing, it was just a cough." Peter sarcastically retorted. "Yep. *cough cough* Imstillthebestsexyouveeverhad *cough cough cough* Oh man, excuse me. I guess Tony likes to chop some jalapenos or something into his marinara sauce, phew."

Felicia could easily see that he was egging her on, but she was far too prideful to stand down and take it, especially from a nerd like him. "Oh? Is the Spider's tongue on fire? Here, I have a way to douse the flames." With a saucy smirk stretched across her face, she crawled over to him and making sure his eyes were on her and only her. It worked like a charm too, like it always did, as she saw him flounder and stutter as she got closer to him. As soon as her claws dug underneath his mask to curl it up, her nose twitched and she got another whiff of the Spider's aroma, which made her loins burn and her slit quiver desperately for some odd reason.

"Felica-" Peter tried to stop her but it was too late and her lips had already crashed onto his.

Passionately and hungrily, Felicia kissed her ex-lover, mashing her lips against his, and forced her tongue in with ease. Even with his spider-sense, she was still able to surprise him and take him off-guard as her seductive tongue coiled around his. Her hands wrapped around the back of his head, pulling him tighter into the kiss, while also pressing her massive leather-covered tits against his webbed pectorals.

"Felicia-" He once again tried to say something, only to be cut off harshly by the blonde thief.

"Shut up, Spider. Just let this happen." Felicia grinned inside their kiss and pressed herself harder onto his body, desperate to feel his touch and mouth against hers. Luckily her words seemed to have worked and she felt him stop fighting her and start to reciprocate. It didn't take long before his tongue started trying to assert its dominance inside their mouths, while his hands began digging underneath her catsuit and fondling her huge breasts. A throaty chuckle escaped from her as she could see the Spider going back to his favorite routine of groping away at her massive mammaries, not that she minded in the slightest of course. Out of all her past lovers, women included, the wallcrawler always had a way of teasing her nipples that nobody could exceed.

Though she was having plenty of fun, this wasn't the place to be having it however. Grabbing ahold of the Spider's wrists and pushing them away from her breasts, Felicia could tell, even with the mask on, that he was disappointed in having his favorite funbags taken away from him. "Now now, Spider, there'll be plenty of time for that later. Just not here. First thing's first though-" In the blink of an eye, she grabbed ahold of her grapple gun and shot it towards the nearest skyscraper and in the direction of her newly established penthouse. "-You have to catch me first~!" Black Cat winked coyly as she shot away from the flabbergasted webhead.

"W-Wait, Felicia!" Peter cried out as he saw her grapple away from him. "Ugh, I really should've seen this coming. Now she's going to make me chase her all over the city…and with a boner no less! There's no way I'm gonna risk somebody snapping a pic of me pitching a tent in my costume! Jonah would have a field day posting that on his website! C'mon, think unsexy thoughts, Petey. Kingpin in a thong…Kingpin in a thong…okay clear!" He shuddered to himself as he used his webs to latch onto a building and started swinging in the direction of where Felicia was headed. "God, I'll never forgive Johnny for sending me that photoshopped image…"


Felicia's Penthouse

Both the Spider and the Cat kicked open the door to her bedroom, moaning and caressing each other's bodies, as they sloppily kissed. Slowly, they began to tear off their costumes and threw them across the floor, minus their masks. Felicia, without much hesitation, then pushed Spidey onto her bed. She watched him crawl backwards as she slowly creeped towards him on her hands and knees, pushing her naked body onto his. Peter groaned at feeling the familiar pressure of her huge breasts pushing onto his chest, causing his manhood to stir and throb in anticipation.

Noticing the Spider's erection poking her abdomen, Felicia chuckled and looked down towards it. Lust glinted in her eyes as she hungrily stared at the engorged penis waiting impatiently for her and only her. "Well, it looks like my favorite little web shooter still remembers me. How cute." She teased, getting a slightly annoyed murmur from the downed webhead.

"Hey, it's not little! It's definitely above average. Believe me, I checked many times in high school!"

Felicia couldn't help but utter out a laugh at his boyish defensiveness. Ignoring him, she slowly bent down onto him and gently started peppering his neck with kisses. She felt his body shudder underneath hers, making her smirk, as she lightly sucked and nipped his neck. Her sharp nails dug into his pecs, teasing his nipples with her claws, causing him to tremble even more under her. Trailing her kisses up to his ear, she nibbled on his earlobe gently before whispering, "Mask or no mask tonight, lover?"

Peter was a bit surprised to hear her ask that, seeing as how Black Cat had always been adamant that he keep his mask on every time they had sex. Ever since the beginning, she had made it very clear to him that Peter Parker was an inferior specimen when compared to Spider-Man. "I thought…I thought you didn't like what was underneath my mask?" He asked, unsure of how she'd react to his question, but he still felt the need to find out. His eyes watched her suddenly halt her kisses and licks as her eyes met his. The wallcrawler was surprised to see what looked to be self-conscious remorse behind her green irises, which perplexed him further, until he started feeling her hands dig underneath his mask and began pulling it off of him. "F-Felicia, wha-?!"

"Shhh…" Felicia quietly shushed him as she took off his mask and held in her hand. She then gently caresses Peter's face, staring at him and taking his facial features in; his perfectly chiseled cheekbones, his hazel eyes, his wavy brown hair, cute dimples, all of it made her heart race and thump against her chest excitedly. "…I used to think you were so stupid for wanting to keep your silly mundane life along with the much more sensational lifestyle of a superhero. But now after all this time apart, I finally understand something." Her eyes met his once again, looking deep into them before tossing his mask onto the floor, and smiled tenderly down at him, surprising the wallcrawler. "What I was truly attracted to wasn't the mask, but the good man who was behind it."

To say that the Black Cat's words shocked him would've sounded like the understatement of the century. Never did Peter think he'd hear the woman who valued adrenaline and excitement over mundanity and the simple life tell him that she was attracted to Peter B. Parker and not just Spider-Man. Suffice it to say, Felicia's words actually managed to touch him in ways that no kisses ever could have. Still, that didn't mean he wasn't about to layer with his own after hearing her confess her attraction to him, of course.

Quick as a spider, Peter wrapped his arms around her naked backside and picked himself up, thrusting his lips onto hers, which made her giggle as his tongue tickled her lips. His calloused fingers carefully massaged her soft cleavage, while tenderly rubbing her nipples, and sunk them deep into her supple breasts. Feeling the Cat's lips pressed up against his made his erection even harder than before, causing it to pulsate against her blonde bush, and making her mewl from inside their kiss.

Though a part of her was happy that the Spider was taking the lead, Felicia decided that she much preferred to be in control, at least to start of the night. Using her kiss as a distraction, she grabbed ahold of his spherical jewels, coddling his balls in the palm of her hand while she squeezed them gently. She felt Peter's body tremble against hers as she caressed his ballsack, feeling her breasts jiggle in his hands as he continued toying with them for his own pleasure, as well as her own. Felicia then bit his lower lip as she broke apart from their passionate kiss before letting it go, seeing a single strand of saliva connecting their tongues together until it broke.

Eager to go even further, she pushed him onto his back and sunk her fingernails under his skin, as she slowly rolled her hips against his crotch. Peter winced as he felt her pussy lips rub up against his cock, feeling it quiver and drip her love juices all over his throbbing penis. The blonde thief couldn't stop herself from uttering out a quiet chuckle at seeing how dopey he looked as she gyrated atop him.

"Does that feel good, Peter? Hmm? When I roll my hips like this? Or maybe like this? Ooo~! I felt it twitch a little harder when I moved like that. Does the Spider's cock want to enter into the Cat's pussy? I bet it remembers how warm and tight and safe it feels inside there." Felicia smirked as she saw Peter groan while she kept rolling her hips on top of him, sliding her slobbering slit all over his shaft. 'God, I forgot how big he is. Who'd have thought a nerd like him could be packing some serious heat? I wonder if it was always this big or if the Spider powers gave him a little boost? Heh, guess it doesn't matter. Either way, tonight…it's all mine.'

"Cat…quit teasing me already." Peter moaned, rubbing his hands over her toned thighs, and gave her a pleading look that made her even wetter.

Having had enough teasing, Felicia then finally decided to insert his penis inside of her, which caused them to both simultaneously moan. This time it was her turn to groan, feeling her insides try their best to fit around the Spider's engorged cock. Still, she could feel her ribbed walls wriggle in joy around his erection, as if they'd been waiting so long for it to return. While she had managed to have some good lays since their many breakups, Black Cat would be lying to herself if she didn't put the Spider in the top 3 people she's ever slept with. 'Whether he's worthy of being the best…well, he'll have to earn that title all over again.' She grinned, cooing as she felt his cock throb against her folds.

"Oooo~! I can feel your thick web-shooter throbbing inside of me, Spider. Did the little guy miss me that much?" Felicia coyly remarked, noticing the irritated expression from the man she was riding. Wanting to egg him on even further, she pressed her breasts together with her arms and jiggled them in front of his face. "Does the itsy-bitsy Spider want to climb up these mountains? Or is he just going to lay there like a dumbstruck idiot for the rest of the night?"

"…Challenge accepted!" Peter fired back, grabbing ahold of her humongous tits and latched his mouth onto one of her nipples. He heard her mewl as soon as his mouth enveloped her hardened nub, feeling it tremble inside of his mouth, which made him smugly grin. As his mouth got to work on her nipple, he used one of his hands to rub up against her clitoris, while the other snaked behind her to squeeze her supple ass cheeks. Digging his fingers deep into her curvaceous butt, Peter began thrusting in tandem with Felicia's gyrations, which made them groan together.

His tongue rolled around her circular nipple, sucking it tenderly as he lapped it up. Peter could feel her breast wobble inside his mouth, no doubt due to both his stimulation of her areola, but also her bulging clit. He made sure to pay it plenty of attention, rotating his maneuvers by both massaging it with his fingers gently and roughly. Judging by the way Felicia was increasing her gyrations, he knew that he was on the right track. As soon as his teeth scraped against her nipple, the wallcrawler felt her folds coil even tighter around his cock.

'Crap, Felicia is gripping me too tight! At this rate, I'm gonna blow in seconds! I gotta pull out before I cum inside of her because if I don't…well then, the world is going to be home to the first ever Spider-Cat hybrid and I doubt it's ready for that!' Peter thought, trying desperately to pull himself out of Felicia, but found her to be particularly difficult to remove himself from as she quickly dug her claws into his shoulders. "Hrgh, Felicia! You're too tight! I can't…I won't be able to hold it for much longer! I have to-" His yells were quickly cut off as she suddenly crashed her lips onto his, stuffing his mouth full of her feline tongue. It swirled around like a ravenously lustful cyclone, spreading her saliva all over inside his mouth. Peter's eyes rolled up as he felt her inner walls clench down even tighter around his cock, telling him that she had just climaxed, as she mewled loudly into their kiss.

Unable to hold back any longer, Peter came deep into Felicia's pussy, jamming it full of his spider semen. His cock throbbed violently as it spurted his seed onto her ribbed walls, as if marking it for his own personal use. Within seconds, the Cat could feel her womb begin to swirl full of the Spider's seed, causing her eyes to roll upwards and screech in ecstasy within their impassioned embrace. This was the first time she had ever allowed someone to fill her pussy with their semen; not even allowing Spider-Man all those years ago to do so, until now for some odd reason. Not even she quite knew why she had allowed him to do so, but through sheer lust, her hazy mind thought it was a good idea and simply permitted it to happen.

Little did she know the real reason…

With his last pump, Peter slumped onto his back while Felicia continued rolling her hips against him, hellbent on milking him for every last drop that he could muster. Wiping away the sweat from his forehead, he groaned lightly at feeling his blonde lover's insides wriggle and coil hungrily around his erection. He could also feel the warm globs of his cum seeping out of the woman's packed pussy and dripping on the bedsheets. "Felicia…stop moving. I came inside of you and cumming any more will just make it worse."

"Relax, Spider, I have plenty of morning-after pills if you're afraid of spawning any little spider-brats with yours truly. It would be foolish of me not to be prepared in moments like these." Felicia responded, pushing herself off him and watched as the streams of viscous sperm came dripping out of her. "Wow…you really went all out, didn't you? I guess you must've really missed me, huh?" She smiled coyly down at the blushing webhead, who avoided her gaze and looked off to the side.

Gently, Felicia got off Peter and crawled backwards towards his cum-covered erection. Murmuring hungrily, she tucked some blonde strands of her hair behind her ear and stuck out her tongue, lapping up the remaining semen around the tip of his cock. She felt him twitch as soon as her pink member touched him, making her chuckle while she went to town licking all round his shaft. Peter reveled in feeling Felicia's tongue trace up and down his shaft, bobbing her head between his legs. It only got better for him once he felt his cock suddenly be sandwiched around her massive breasts.

"F-Felicia!" Peter cried out, arching his back and unintentionally thrusting himself between her breasts, which caused them to jiggle.

"Don't think I haven't forgotten your favorite pastime, Spider. If I had a diamond for every time you begged me to stick your throbbing web-shooter between my girls, then I could've retired years ago." Black Cat teased, shivering in ecstasy as she continued hearing her name come out of her lover's mouth. Cum continued seeping out of her slit while she sucked him off and moved her tits along his saliva-covered shaft, drenching her sheets with the Spider's seed. Her nose twitched from the thick scent of his semen, which somehow caused her to climax quietly simply from the smell alone. A part of her was perplexed at why exactly her body was acting like this and feeling so sensitive to everything regarding the wallcrawling jokester but found herself unable to find a reason as her mind became hazed over with lust and desire.

Her tongue slicked itself along the bulging veins of the Spider's erection, swallowing the final glob of cum that remained stuck to his shaft. With an audible gulp, Felicia began focusing on pumping her tits even faster around his dick. As she pressed her hands harder onto her breasts, she also felt his interlock themselves around her fingers. Together their hands pushed sunk themselves into the pillowy flesh of her bosom, using their combined strength to sandwich his cock even tighter inside of her breasts. It didn't take long before even more pre-cum started leaking from his slit, making her nose twitch again from smelling the aroma of his sperm. Deep inside her crotch, Felicia could somehow feel her womb tingle as the scent of his cum filled her nostrils, making her cunt even wetter than before.

Taking one last heavy lick of his cock, Felicia removed her breasts and saw that he was still very much rock-hard, which excited her. She poked it with her fingers softly, watching it throb and teeter back and forth as she played with it. Giggling to herself, she looked down to the Spider and asked him, "Tell me, lover, are you thinking what I'm thinking," as she titled her head up towards the ceiling with a knowing grin.

It only took Peter a few moments to realize what exactly she wanted him to do. "Sheesh, still as kinky as ever, eh Hardy? Last time we did that you were pissed at me for finding webs stuck to your pubes for days." He joked before hopping off the bed and grabbing his web-shooters off the floor. Immediately, the webhead got to work and began creating makeshift thick straps via his webbing that dangled from the ceiling. It didn't take him long to do since he had done this many times for his platinum blonde booty call. "If I had a diamond for every time you begged me to stick my throbbing web-shooter inside of you, then I could've retired years ago." Peter laughed as he finished the last hanging web-strap. He then winced in pain as he felt a light smack against the back of his head.

"Har-Har, Spider. Now shut up and help me with these straps." Felicia retorted, laying on her back onto the middle web-strap, while Peter webbed up her ankles and wrists to make sure they were secure. Once that was done, she felt herself be pushed by the wallcrawler and swung back and forth for a bit, like a kinky sort of chandelier. As soon as she swung back towards him, he grabbed ahold of her and brushed some hair away from her face, smiling down at her. "Falling for me already, Spider?" She teased as Peter continued looking down with a mesmerized stare.

Peter grinned back, chuckling under his breath as he responded, "Don't flatter yourself, Hardy. I'm just using you for your body."

Felicia bit her lip in excitement, purring as she curled her finger toward her. "Come and get some more then," which he promptly did as he smashed his lips against hers and quickly thrusted back into her sopping cunt. "Oh, Peter~! That's it! That's the way, harder, faster! C'mon, I know you can pump rougher than that! Show me how hard a spider can fuck!" She purred into his ear, licking it, as he sped up even faster. Felicia felt herself swing back and forth as he fucked her, pulling the straps with his spider strength to pull her deeper along his shaft.

Peter heard Felicia wail and mewl in vulgar enjoyment, feeling her climax suddenly around his cock. Sensing that, he couldn't help but grin smugly at watching the woman who'd teased and seduced him countless times be putty in his hands. Or in this case, his webs he supposed. Deciding to speed up his thrusts, he watched her giant chest jiggle from every harsh pump of his hips, which only made him harder and hornier. Pushing himself onto her body even more, the webhead swirled his tongue even faster inside of the cat burglar's mouth. Their sloppy and passionate kiss caused numerous drops of saliva to cascade down their lips and drop onto the ground, but neither much cared and continued making out roughly.

As they fucked long and hard, Felicia couldn't help but think back on all her sexual encounters, both with the Spider and without, and came to an unfortunate conclusion. Peter really was the best sex she'd ever had, and this recent fucking was just another prime example of why that was. It shamed her slightly to think that sex with a goody two-shoes nerd was the best she's ever had. To think that the woman who tried to take over New York City at one point and become it's one and only Queenpin would find herself howling like a common street whore as she came again and again from a hero's dick. However, even though the Cat had come to this sudden realization, that didn't mean that she'd treat him any different, nor would she ever actually admit it to the wallcrawling geek. The last thing she wanted him to have was an overinflated ego since she already had to deal with his terrible sense of humor.

Black Cat's mind was suddenly brought out of her sex life crisis and found herself pulling her head back and screeching her head off as she climaxed again, feeling Peter flicking and pinching her nipples relentlessly, while still managing to roll his tongue against hers. She tried not to show him how much she was enjoying this, but her body had already betrayed her, and all she could manage to do was dig her nails behind his back and wrap her legs around backside as well. Her tongue still put up a good fight against the Spider's, wrestling and grappling with it inside of their conjoined mouths. Felicia had always been a scrappy girl and there was no way that a nerd from Queens was going to get the best of her, even if he was the best she's ever had. So, with all of her remaining might, she willed her cunt to tighten as best she could, which managed to work wonders as she felt his moans reverberate inside her mouth.

Giving him a haughty smirk, Felicia pulled him deeper into their kiss, finally managing to dominate his tongue with hers. That seemed to be the final straw however as she finally felt his cum surge deep within her pussy, flooding it with his spider seed once again. The blonde thief felt her toes curl and dangle in the air from the intense climax that was rocking through her swinging body. As her inner walls were currently being marked with the Spider's scent, she arched her back and convulsed, breaking away from their impassionate kiss as her neck craned backwards. There was something different about the Spider, she could sense it, and could definitely tell that something had changed since the last time they had fucked. From the moment she had seen him again, Felicia had felt entranced and drawn to him, similar to how she had first fallen for him all those years ago.

'Maybe my mind just snapped from this intense sex? I don't know, but honestly, I think I just don't care. If this is some weird new spider-power that makes him irresistible and great at sex, then I'm all for it.' Felicia chuckled quietly to herself as they both dangled above the floor. Peter had long since collapsed on top of her and was currently resting his head between her voluptuous tits, using them as makeshift pillows. "Been a long time since I've felt this exhausted. In a good way, I mean."

"H-Heh…same here. Who'd have thought mindless sex was the answer to insomnia and stress? Can't say it would've been my first choice, but it was definitely mor enjoyable than drinking warm milk and taking some melatonin." Peter joked, letting out a sigh of relief as he pressed his head further onto Felicia's large cushiony bosom. Still, something was still eating away at him and he'd regret it if he didn't try to ask. "Um, Felicia?"

"Yes, I'll take a morning-after pill as soon as I get some feeling back in my legs, okay? Just let me rest a bit."

"What? Oh no, I meant- well actually, yeah that's still a good idea, but I was just going to ask…uh…" Peter stopped, rubbing the back of his head as he looked off to the side, unsure of how exactly to broach the subject. "…Was this a one-time thing? Or are we…well y'know."

Felicia rolled her eyes and shook her head. "A master of subtlety you are not, Parker. Look, how about we just take things as we go, alright? I'm not much looking for a boyfriend or a ring on my finger. I'm plenty happy with my lifestyle as a thief/occasional hero and I have no plans to change that anytime soon, capiche?" She watched him nod his head, albeit with what looked to be a slightly disappointed expression on his face. Fighting the urge to sigh and roll her eyes again, Black Cat decided to throw him a bone. Or whatever it was you threw at a spider to keep him happy. "…But I wouldn't mind if we decided to go the friends-with-benefits route for a bit and see where that takes us." Immediately she could see his face light up, which made her body feel warm inside, but kept that information to herself.

"Okay, yeah, that sounds great! So, uh, how is this gonna work exactly? Do I call you when I'm feeling frisky? Or are you gonna call me? Or will we have a schedule meetup time? Or-"

"Peter?"

"Yeah?"

"Just shut up and just enjoy the moment."

Peter chuckled embarrassedly and simply nodded his head, once again resting his head between her buxom tits. Enjoying his warmth, Felicia wrapped her hands around the back of his head and pushed him deeper her cleavage, purring in excitement at what lay in store for the Cat and the Spider in the near future.


?

Madame Web smiled as she watched Peter fall asleep inside the arms of the Black Cat via her psychic powers. Though she wasn't sure if Felicia was the one to be the mother of the child who would one day defeat Mephisto, it still made her happy to see at least a new spider-totem being created. Plus, even she knew that Peter needed a win and a lay since the poor guy had just about the worst luck in the world.

"Rest easy now, young spider, for the pheromones that I have injected into you will no doubt assist you on your quest to bed as many women as you can. For only through sex will you be able to spawn the child savior that will save your world from certain doom. Who will be the woman to do so? That, I am not sure, but whoever it is, I wish them luck. For not only will they be tasked in raising the child that will defeat the Lord of Darkness…but they will also face the trial of having to deal with the most annoying Spider-Man in all the multiverse." She let out one final sigh and shook her head, praying that woman had the strength to put up with all the horrible jokes that no doubt awaits her in the future.


AAAAAAAAAAAAAAAAAAAAAAAAND THAT'S A WRAP! WOOHOO, I'm all done! Finally, this has been a particular pairing that I have been lowkey dying to write for the longest time! Spider-Man/Black Cat is my all-time favorite Spidey pairing ever! Yeah sure, I know, MJ is Peter's one true love, but I don't give a flying fuuuuuuuuck! Spidey and Felicia have a great dynamic and are a great team (as long as Felicia doesn't get too greedy of course). Peter and Felicia have great chemistry and that's why I wanted to focus on them this chapter. Expect to see a WHOLE LOT more of these two together because Spider-Man/Felicia is the main pairing of this story!

Felicia would be more than happy to help Spidey bang the (almost) entire cast of Marvel heroines :P

Also, my other potential name for this fic was gonna be "Spider-Man Bangs the Marvel Universe," but I just went with "Web of Desire" instead. XD

If Madame Web didn't mention any Marvel heroines you would all like to see, then feel free to let me know in a review or a comment or something. Some people might want Sue or Jessica Jones but seeing as how they're married…that might be a bit tricky, but I could maybe make it work if enough people asked.

Also, I'm also on A03 too in case y'all wanna check me out over there too! Figured it was time I migrated most of my stuff over there juuuuuuuust in case!

Anyhoo, I hope you all enjoyed this chapter and feel free to leave me a favorite, kudos, follow, bookmark, review or a comment!