I do not own Spider Man or any of the characters.

Distraction

We all head upstairs to change, planning to meet back up in the main room after. We all head to our rooms to change, everyone else drying themselves and changing into dry clothes, including Jess, while I, being dry already thanks to freezing the water on me and making it sublimate, change for appearances only. Also, being the only one to care about public nudity, and therefore, being the only one to change quickly, I finish changing first, then sit on the bed to wait for the others. Lexi sits in my lap, completely naked, except for her necklace and I roll my eyes, smiling. I glance past her where Jess is just barely getting around to taking off her bra and panties, taking the time to lay everything out on a dry spot on the floor so it'll dry a little faster. She turns toward us to get her dry clothes out of the bag and pauses, smiling knowingly at me before walking over. She nudges Lexi and Lexi shifts over to straddle only one leg while Jess takes her place over the other.

"I don't think anyone will come looking for us for a little while," Lexi smiles. "We have time."

"And you deserve a reward for protecting everyone," Jess smiles.

"Are you going to offer the same reward to that other guy?" I smirk.

"Nope," Jess says. "You're much more fun."

I snort, rolling my eyes, before growing serious. "How can you think about having sex with other people while Jake's missing?"

Jess's face falls. "Because when I was having sex with you, I couldn't think about anything else. I just want to stop thinking about him for a little while. I'm afraid that we can't save him. So I can't stop thinking about, 'what if we can't?' I don't know if I'll be able to handle that."

I reach up and cup her face, pulling her into a gentle kiss for a moment before pulling away. "We'll save him. No matter what happens, we'll save Jake. And if, by some horribly twist of fate, we can't save Jake, we'll be here for you. We'll always be here for you."

Jess smiles and nods, hugging me, and I hug her back. After a couple of minutes, she pulls back, wiping her eyes before smiling seductively. "So, back to the important topic."

I groan, dropping onto my back, Jess and Lexi both giggling and laying down with me. "You two are incorrigible."

"And you love us that way," Lexi smiles, kissing me as Jess begins to kiss the side of my neck, her hand sliding down to stroke my erection through my pants.

I groan into the kiss and Lexi pulls back, giggling.

"Feels like he was hoping we'd get some alone time together," Jess smiles, opening my pants and sliding them down, along with my underwear, while Lexi pulls my shirt off.

"I know I was," Lexi smiles, kissing Jess. "I've missed you too."

Jess smiles, beginning to rub Lexi's clit with her free hand while Lexi returns the favor, Lexi's other hand reaching down to lace her fingers with Jess's hand around my cock, both of them stroking me together as I watch them. I groan and both girls grin, pulling back from the kiss and releasing my cock.

"You can go first, Sis," Lexi smiles. "You need it more."

Jess's smile falters for a moment and I sit up, kissing her and laying her on her back. I'm past the point of caring that she's Jake's girlfriend. She needs to get her mind off of Jake's possible fate, and she's important to me. Not to say I'm in love with her. My heart belongs solely to Lexi. But I do care about Jess. So does Lexi. We can both sense everything about each other whenever we join, so it's no secret to either of us how we both feel about Jess.

Jess's nails dig into my back as Lexi begins to lick and suck her clit, except, her face is busy kissing and suckling Jess's neck. The mouth and tongue working Jess's clit is a second one in her palm, allowing her to reach Jess's clit without interfering with me and Jess's kiss. I continue to thrust into Jess, the mattress slipping slightly on the frozen solid bedframe. It had squeaked once at the beginning and I had decided not to let anyone know what we were up to, so I froze it.

Jess pulls back from the kiss, gasping for breath and digging her nails into my back harder as she begins to quiver around me. I put more force into my thrusts and cool the skin of my erection, as well as my tongue, which trails down to her nipples. Jess gasps harshly and bucks up into me pulling Lexi roughly into a kiss, using Lexi's mouth to muffle her scream of pleasure as she orgasms, jerking and spasming below me. I continue to thrust into her, fucking her all the harder as she orgasms, before slowly beginning to ease her back down. Finally, she comes down from her orgasm and falls limp on the bed, panting and trying to slow her breathing as she closes her eyes. I slide out of her and Lexi lies down beside her sister, spreading her legs invitingly. I push into her, and my cock slides into her easily, as drenched as she is. I begin to pump into her and she moans, kissing me as my fingers begin to rub her clit. Her hips rock up into me as I begin to speed up, quickly pistoning into her again and again.

I begin to alternate having cold and warm skin and it quickly begins to drive Lexi crazy. I cool my fingers as well, and Lexi pulls back, tipping her head back and moaning lowly. I attach my lips to her neck and my free hand begins to massage and knead her breasts. She begins to quiver around me. Suddenly, however, Jess stands, pulling us both up, and I lift Lexi under her legs as Jess stands behind Lexi, her clit suddenly bulging and growing into a phallus, already lubricated with Jess's own juices from her earlier orgasm.

"You know, I honestly never even considered that," I say.

Jess shakes her head, kissing me over Lexi's shoulder as she pushes her false penis into Lexi's anus, gasping, then moaning harshly as she feels Lexi's anal muscles clenching around her, Lexi covering her mouth on an equally loud moan as her ass stretches to accommodate Jess, whose false cock is about the same size as my cock. Together, me and Jess piston into Lexi, alternating who's entering and who's pulling out. Lexi squirms between us, unable to decide when to bounce and probably unable to control her body well enough to anyway. Within a minute and a half, at most, Lexi grabs my face and mashes her lips to mine as she screams, bucking and squirting, clinging to me as Jess and I both pick up the pace even more.

It occurs to me that Jess seems to have changed her anatomy more than simply enlarging her clit, because the more the thrusts into Lexi, the more lubricated her enlarged clit becomes. And still we keep on ramming ourselves into Lexi, whose nails have broken through my skin already. I'm not actually sure if she's come back down from orgasming or not, but her body's found a natural rhythm of rocking her hips forward and backward that allows her to mirror both of our movements, and it's driving her insane. Her body's beginning to tense even more than before, her toes curling, legs drawing tight around my arms, her hands clenching even more, though I've numbed the skin around them to avoid the pain. Then, Lexi loses control of her transformation, reverting back to her true form, with the exception of still having her pussy and ass. I smirk, continuing to thrust into her, as does Jess. Two years ago, Lexi shifting back to her true form might have startled or surprised me enough to make me pause, though not enough to stop me, but this isn't the first time she's lost control over the last two years we've been together. To my pride, I'm actually getting pretty good at making her break, though usually not quite this easily, which I will happily credit to Jess being present to help.

I feel pressure beginning to build, and can see from her face that Jess is about at her limit as well. I force myself to move faster, Jess matching my pace, attaching her lips to the side of Lexi's neck to silence her own cries, the same way Lexi's still using my mouth to muffle herself. Then, finally, all three of us break, Lexi screaming into my mouth as I groan, and Jess screaming into Lexi's neck. Lexi's walls spasm and contract around me as my semen floods into her, and behind her, Jess's hips buck frantically into Lexi, her juices spraying out of her pussy onto the floor, but also, apparently, out of the end of her clit, since they overflow out of Lexi's ass around Jess's false cock. Finally, all three of us collapse onto the bed, panting and holding each other. After a few minutes, I force myself up, thawing the bed, then freezing and sublimating our mess, as well as the sweat covering me and Jess, who I'm amazed was able to hold her form. I pull my clothes back on and drop back onto the bed beside them. Lexi, still in her true form, pulls me back over, cuddling into my side as Jess heaves herself up to get dressed.

"Remind me to force you to fuck us again," Lexi says.

"Nope," I say. "Never again. It's horrible. Worst experience of my life."

Both girls laugh, and I kiss Lexi, who sighs, kissing me back, then look over to the other side as Jess kneels on the bed and leans down to kiss me as well, currently only wearing her panties.

After a moment, she pulls back and smiles. "Thank you for the distraction."

"Any time you feel like forcing me," I say. "I probably won't cry rape next time."

Jess snorts. "Right, because we so obviously raped you."

I smirk and begin to run my arm gently up and down Lexi's arm. Jess returns to getting dressed just as the doorknob turns, only for a strand of webbing to shoot out of Lexi's back, holding the door shut and the knob still.

"Are you three in there?" Peter's voice asks.

"Only me and Lexi," Jess answers. "What's up?"

"You guys are taking forever to change, so I got sent to make sure you're okay," Peter says. "Actually, Flash was the one chosen, but he was too busy telling his video blog about the monster attack, so I came to make sure you're alright."

"We're fine," Jess says. "We're just airdrying before we put our dry clothes on. Well, that and having some girl time."

"Oh, uh, okay," Peter says, obviously uncomfortable suddenly. "Have you seen Ben?"

"Not since he took his clothes and left to change," Jess says.

"Alright," Peter says. "If you see him can you let him know I'd like to talk? About the...you know...Stark Internship?"

Jess raises an eyebrow and I mouth the word "spider" at her. "Will do."

"Thanks," Peter says, walking away.

Jess finishes getting dressed and Lexi groans.

"I don't want to move," Lexi complains. "I'm so comfortable."

"Well, your boyfriend's bleeding all over the sheets, so you're going to have to at least fix that," Jess points out.

"Oh yeah," Lexi says. "Sorry about that."

She envelops me, my back healing in seconds before we separate again, Lexi reforming straddling my legs, but with her head resting on my shoulder tiredly, now wearing a loose white blouse with swirling yellow patters, and a pair of deep blue yoga pants. It's not a whole lot better than when she was naked, considering that the shirt leaves most of her cleavage exposed, and is the more appropriate of the two articles of clothing. I reach back, freezing the blood I've left on the blanket, then let it fade. Finally, I sigh, tapping Lexi's leg.

"Uh uh," she says, holding me tighter. "I just want to stay like this."

"Well, we can stay like this downstairs," I promise. "But I have to sneak out the window so everyone will believe Jess's story."

Finally, Lexi sighs heavily and stands, allowing me to stand up. I give her a quick kiss and walk to the window, opening it and looking around before climbing out onto the wall and walking to the ground. Jess closes the window behind me and I walk around to the front of the hotel, walking back in as Lexi and Jess walk down the stairs.

"Oh, there you are," Peter says. "Where'd you go?"

"To see the damage," I say. "Not as bad as it could have been, honestly."

"Do you mind if we talk?" Peter asks. "About the...uh...internship?"

"Sure," I nod, giving Lexi a quick kiss. "Be right back, alright?"

"Hurry up," Lexi pouts. "I want to hold my boyfriend."

I give her another quick kiss before following Peter up to his room. I make myself an ice hammock and swing gently as he sits on his bed.

"So, you can generate ice that works like my webbing?" Peter asks.

"I call it ice webbing, but yeah," I nod. "I got my powers from a spider, like you, but mine was...different. Not sure how, but it gave me the, basically magical, power to generate ice from nothing, including a sphere of frozen air that instantly freezes anything it hits. Then I can sublimate any ice I create, even if it was water before, or sweat, or blood."

"So, you could theoretically freeze a person's blood in their veins?" Peter asks.

"Yes," I nod. "But I try not to kill, with a couple exceptions that left me no choice, or that were simply too dangerous to be alive."

"Like Thanos," Peter says.

"Yeah, who, or what, was Thanos?" I ask.

"He was from a race called Titans," Peter says. "He was a psychopath who wanted to kill half the life in the galaxy, and did it by gathering the Infinity Stones, six stones with unimaginable power, and snapped his fingers, erasing half of all life instantly. Including me. The Avengers later brought us back with them, and then Mr. Stark used them to kill Thanos and his army, but died doing it."

"I see," I say, nodding and having absolutely no idea what a Titan is, or Avengers, or what Infinity Stones are, or how they could be used to erase half of all life, just by someone snapping their fingers.

"So, do you have the same powers as me?" Peter asks. "Like, wall crawling, strength, and that sense thing?"

"The Spider Sense?" I ask. "Yeah, I got it. Strength too, though I crawl on walls by freezing to them."

"Spider Sense?" Peter asks, nodding slowly. "That sounds so much better."

"What did you call it?" I ask.

"Uh...the...well...the Peter Tingle," he says it like it should make logical sense, and not be funny, but I bust a gut laughing so hard I actually flip out of my hammock, then continue laughing on the floor, tears running out of my eyes as I clutch my aching stomach. "It's not that funny!" He blushes scarlet.

"That's the best thing I've ever heard!" I laugh. "I am so using that on the other Peter I know! Oh my God! Don't ever say that in a fight or I'm going to get killed!"

Peter blushes again but crosses his arm, scowling at me. Finally, I sigh, wiping my eyes and flop back into my hammock, returning to swaying gently.

"So, how'd you get so good with your powers?" Peter asks.

I'm silent for a long moment. "I fought symbiotes, like Lexi and Jess, but bent on destroying everything. They probably exist in this universe too. In mine they're on a meteor out iin space somewhere, millions of them, each one as dangerous as...what villains have you fought besides Thanos?"

"Well," Peter says. "Just Vulture, as far as anyone who stands out. And now that water thing."

"Yeah, excluding him," I say.

"Oh, but I did fight Captain America," Spiderman says.

"Who?" I ask, brow furrowing.

"You don't know who the Avengers are?" Peter asks.

"Nope," I say. "They don't exist in my universe. As far as I know."

"Oh," Peter says. "You need to do research. Otherwise people will know something's up with you. If anyone asks who your favorite is, just say Captain America, because he was the leader."

"Fair enough," I nod. "Anyway, Lexi was being hunted by the other symbiotes, before I knew what she actually was, so I fought to defend her. Then when I found out she was the symbiote queen, I said some...horrible things, and abandoned her, only for Carnage, the leader of the evil symbiotes, and also the one that took my cousin, to capture me. When Lexi and my friends came to save me, Carnage used me as a host, and nearly killed them all. I fought to retake control, and it nearly killed me. I still have nightmares. Lexi and I fought Carnage together, and we thought we killed him, but then a monster called Omega, an evil version of Spiderman from an alternate universe, showed up, and as we were fighting him, he revealed that he had Carnage inside of him. We barely managed to kill Omega, but Carnage took over the parasitic spider controling Omega and then used it to take Jake."

"And Omega is the one that hurt Lexi, and made you have to take her inside your body to heal her?" Peter asks.

"No, that was a man-made symbiote, specifically created to kill other symbiotes, by way of burning them when he touched them," I say. "He caught Lexi, and nearly killed her before we could get her free. "He decided to help us against Omega, though, since Omega was the reason he was fighting us, and after the fight, he agreed to help us look for Jake."

"I see," Peter nods. "That's an amazing story. All I do is help old ladies carry their bags and stop the occasional bank robbery."

"By the sound of you fighting Thanos, you do more than that now," I say. "Anyway, we should head back. Lexi's going to be mad enough as it is."

Peter smiles. "She seems a little..." He twirls his finger next to his head.

I laugh, nodding. "Just a little. She's still technically getting used to acting human. When you think about it, you've had more than a decade and a half to practice, right? She's at about three years, or so. Besides, she knows I like her being entertaining and affectionate. So she is."

Peter smiles. "You're lucky. Most people would kill to be with someone as devoted as her."

"Oh you have no idea," I snort as we walk back toward the main room. "I didn't even have to try. She manipulated me into asking her on a date by having Jake force me, then on the date, she didn't even leave the smallest doubt that she was interested. And even though symbiotes kept interrupting, she just kept trying. There was never a question that she was mine. The one who had to try was her."

Peter nods as we step back into the main room and Lexi glares at me from where she's sitting in an armchair. I chuckle, walking over and she stands, allowing me to sit before straddling my lap and wrapping her arms around me, setting her head on my shoulder.

"Hey, the attack is up on the internet, finally," Ned says. "I'm telling you, it's aliens. It has to be."

"BuzzFeed says there's a sailor, Morris Bench, who was exposed to an experimental underwater generator and got Hydro Powers," Flash says, walking around the room and staring at his phone.

"You should definitely believe everything on the internet," MJ says sarcastically, nodding.

"Spiderman could take him," Flash says.

"I'm not so sure," I say. "Spiderman can't exactly fight water. Iron Man, maybe. But Spiderman...eh."

"Spiderman could whoop Iron Man's ass!" Flash snaps.

"You realize Iron Man beat the Hulk, right?" MJ asks.

"So?" Flash asks.

"What do you think it is?" Mr. Harrington asks Mr. Dell quietly.

"You know being a man of science..." Mr. Dell says, watching the news report that's playing on the TV, "witches."

I shake my head, smiling as the video switches to the guy in the armor trying to hold back the giant's fist, then getting punched with the other.

"Who is that guy?" Betty asks.

"He's like Iron Man and Thor rolled into one," Brad says.

"Eh, he's alright," Flash says. "He's no Spiderman."

"What is it with you and Spiderman?" MJ asks.

"What?" Flash asks. "He's just awesome, okay? He protects the neighborhood, and he's inspiring. He inspires me to be a better man." He looks over at Peter as Peter walks back into the room from having left to call his Aunt May. "Sup dickwad. Thought you drowned."

I let out a short laugh. "Oh yeah. I can see just how inspired Spiderman's made you, Flash. Real great man."

"Thanks," Flash smiles.

"He's being sarcastic," Jess says from her seat on the couch beside one of the other girls in the class. "You're a rich snob who puts everyone else down to make yourself feel better."

"Hey!" Flash says. "That's not true! I rag on Peter all the time because Peter's a loser."

"Wow, I see what Ben means," MJ says. "I bet if you asked Spiderman for an autograph, he'd tell your parents you've been spending their money at strip clubs."

Several people laugh and Flash glowers at her before turning back to the TV, which is still talking about the guy from before.

"Sounds like his name's Mysterio," Brad says.

"L'uomo del misterio is Italian for 'man of mystery,'" MJ says. "They don't actually know who he is."

"Mysterio," Ned says to himself, nodding.

"Cool name," he and Betty both said, then smiled at each other. "Babe!"

I roll my eyes and Lexi sits up, giving me a knowing look. "What?"

"Don't make fun," Lexi smirks. "Or should I remind you about how you were acting after we finished dealing with you-know-who?"

"You mean when I saw those horrible decorations in your room, and found out that you watched-" I'm cut off by Lexi covering my mouth, though I finish my sentence into her hand. "-porn to get ready for our date? And that-" I grin as she uncovers my mouth. "-you enjoy watching le-" My grin widens as she covers it again, this time holding it there until I'm done talking.

"So Paris tomorrow," Peter is saying to MJ, sounding nervous. "Go to the Eiffel Tower. Should be great."

"I read it was secretly built as a mind control antenna to create an army of the insane," MJ says.

"Oh," Peter says, disheartened.

"Which is why it's my favorite destination on the whole trip," MJ smiles up at him.

He smiles in relief and they stare at each other for a moment before both look away, back to the TV. Finally, the news report ends, and a weather report starts to play. i'm grateful I didn't make the news, if a bit surprised. I sigh, tapping Lexi's leg.

"Nope," Lexi says. "Too comfy."

"Fine," I sigh, then lifter her bridal style, Lexi gasping in surprise before settling against me. "I'm heading to bed. I'm exhausted from trying to keep up with that thing."

"Why were you trying to keep up with it?" MJ asks.

"I wanted to watch a superhero fight water," I shrug, heading for the stairs.

"I'd better go make sure they behave themselves," Jess sighs, following. "Good night everyone!"

A few people return the sentiment and Mr. Harrington decides it's a good time for everyone to head to their rooms for the night.

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