Peter had a persistent smile as he rode back to the school, not surprising considering he had spent a couple hours with an amazing redhead, enough to count as a second date -the third including the brief encounter in alter ego. Interacting with her through both identities was risky, especially the intimate way he was doing, risking real harm…

But it was too exhilarating to actually stop.

It had been more than a year since he had donned first donned his costume, and since then, most of the time, he had scrambled to hide his identity to prevent himself from the inevitable backlash, all the while treated as a coward because of his tendency to disappear in the slightest hint of danger. It was a useful perception at first, but it started to take its toll on him. Those small insults had a tendency to pile on.

Taking turns at being dismissed and celebrated, not to mention reviled from time to time as James J. Jameson's latest bullshit captured the city's imagination certainly didn't help any. At least, in this situation, she was being well-compensated with the pleasure he was giving her, if the way she looked after their intimate encounters were any indicator.

It was the time for the last class of the day when he arrived, which he managed to catch only after a quick dash, not wanting to be late for the last one after missing two in a row. He pulled his notebook and starts working on another invention the moment he sat, ignoring the dawdle of his teacher. He was satisfied with the utility of his web-grenades, and more inventions in a similar vein would have been helpful.

He needed to be prepared against his ever-growing list of enemies.

But before he fully immersed himself into the design process, he sent two quick messages, inviting his two favorite girls in the school to the gym depot after the classes. The encounter with MJ left him rather thirsty, and he hoped the girls would be interested in fulfilling that need.

Distracted by his design work, the class passed quickly. Then, the last bell rang, and the class rushed outside with all the enthusiasm of a bunch of prisoners, finally walking out after a long sentence. Peter didn't join them, instead, he gathered his notes. Only after they dispersed, he started walking towards the gym, his steps lazy as he expected both Liz and Gwen would wait until most of the students left the school, not wanting to be observed.

But he kept his pace slow even after the students dispersed because he wanted to see just how the girls would react to each others' presence without him. He expected some cat-fight, but he wanted to see if things would explode in the slightest opportunity.

A few minutes later, he was at the entrance of the gym depot he had specified, the door slightly ajar. For a while, he said nothing, observing the girls. Gwen was wearing simple jeans and shirt combo, something that would have been simple and unremarkable if she hadn't chosen them half a size too small, enhancing the sexiness in a way unintended by the designers.

Liz, on the other hand, followed her cheerleader reputation and went for a striking sexiness instead, wearing a plied skirt short enough to make the boys pray for a gust of wind, and a crop top that left her stomach open enough to reveal the fact that she was a true fitness nut.

As much as he enjoyed examining the way they dressed, the real reason was to watch they interacted. They weren't fighting, which was always a good sign, but from their pointed silence, it wasn't hard to guess it wasn't the case moments ago, and when Gwen's annoyance added to Liz's smug expression, it wasn't hard to guess who came on top in that fight.

Then he walked in, and locked the door behind as silent as he could manage, before continued deeper inside the room. Liz was the first one to notice his arrival. "So, big boy," she drawled, trying to sound sure of herself, but unable hide her surprise from him. "I see that you managed to convince miss virgin to take part in our little bet. Color me impressed."

Gwen's opened her mouth reflexively, intent on defending herself against Liz's snob, but he had already foreseen that, and had been walking towards Gwen before Liz started to speak. Her dig at Gwen to lose the soreness of her loss was also expected.

What he didn't know was the level of aggressiveness Gwen would show in response. The situation was already too extreme for her, only the surprise reveal of his identity followed by a spectacular session where he extended his abilities to the limit, convinced her to join in the situation. He wanted to be near her, giving the ability to interject if she reacted negatively.

And he had a handle on her emotions deep enough that when she opened her mouth, he could feel the explosion that would come without the help from his supernatural senses. He interjected, of course, as he had no intention of wasting all the effort he put to arrange the situation, however fun that effort might be.

His hand landed on Gwen's bottom before she could utter a word, followed by a short but heated kiss where the aggressive dance of his tongue created a comprehensive map of her mouth. Despite the shortness, Gwen was deliciously dazed when he pulled back. "Play nice," he whispered into her ear, and brushed her cheek with his lips as he pulled back, just to underline his message.

The disaster averted, he started walking towards Liz, but not alone. His arm was wrapped around Gwen's waist, bringing her along as well. "Something like that," he said, finally answering her question. "Let's just say she is open to the idea. Unless you don't prove too boring in the bed, of course."

He felt Gwen stiffen. Unsurprising, considering that their talk made no mention of threesomes, but she said nothing, not wanting to give another angle for Liz to insult. "That shouldn't be a problem," Liz said as she puffed her chest forward, creating a delicious view as her crop top strained with the motion. "I had proved what I had during the prom," she said, her smile turning vicious as her gaze slipped towards Gwen, reminding her the rather compromising position they shared. "And that's my line. I had to admit, our miss almost-virgin is beautiful, but it takes more than a nice body to make bedroom activities fun."

This time, Gwen jumped before he could prevent. "I can do everything you can do and more," Gwen challenged her heatedly, which relaxed Peter. A little challenge between the girls would make it fun, maybe even enough to exhaust him a bit, but on that, he wasn't really hopeful.

"Talk is cheap," Liz said with a smirk as she put her hand on his belt. "The question is, are you brave enough to prove it."

Once again, Peter said nothing, as he was enjoying the turn of the events. Only an idiot would play with the way things were developing under the circumstances. Gwen gasped, surprised, as Liz unbuckled his belt with a smoothness that belied experience. His pants went down, followed by his boxers, leaving his shaft in half-mast.

But it didn't keep its half-mast status for long after Liz wrapped her fingers around, bringing it to its final form in a few irregular beats. The silence stretched the room as Gwen tried to process the sudden turn of events, and Liz used the opportunity to fell on her knees.

"Let's see you doing this," Liz said before leaning forward. Peter tightened his grip around Gwen's waist, giving her the encouragement she needed even as he enjoyed Liz's deep cleavage, created by the extreme angle of view. He could feel Gwen's heartbeat spiking as Liz wrapped her lips around his shaft, slowly going forward, with the intention of devouring it completely.

For a moment, he enjoyed the treatment Liz was delivering, the warmth of the body leaning against his only making it more delicious. But as much as he enjoyed observing Liz's barely concealed breasts, he needed to make sure Gwen was on board with what was happening.

He found Gwen watching Liz with a sharp fascination, but he could see a hint of self-consciousness growing with every little trick Liz's lips applied to his girth. Luckily, another kiss saw the destruction of that before it grew enough to be a problem. Her arousal, however, just intensified further.

When he turned his gaze towards Liz once more, he wasn't exactly surprised to find her top pulled up, revealing her bra, dark blue, lacy, and thin enough to struggle while trying to contain her rather impressive mounds. Gwen didn't react it much, which ultimately wasn't surprising. Compared with Liz's ultimately unsuccessful efforts to devour his full length -with a significant margin-, the fact that she was wearing a skimpy bra was hardly shocking.

When Liz pulled back after several unsuccessful attempts, leaving his shaft twitching and glistening, he was tempted to grab her head impale her throat with his cock, relying on the force where her skills failed. Gwen snorted in amusement, making him delay that plan, curious what Liz was playing. Her skillful treatment at the roof during the prom was much better, suggesting that she had a reason for stopping that easily.

"Why are you snorting, princess," Liz said, her fake anger clearly overdone. However, Gwen missed that particular detail, too excited for the opportunity to tease Liz. "It's not like you can do better."

Peter put his hand on Gwen's hand protectively, which, unlike how it looked, was a calculated action to escalate the situation. Gwen bristled as Liz looked at his hand, her smirk telling the story of her disdain without needing a word. "Of course I can," Gwen bristled reflexively.

The rapid spread of the redness suggested that Gwen wasn't entirely happy with the blunder she had just committed, but she still lowered herself to her knees when Liz stood up, and gesturing Gwen to take her place.

On her knees, Gwen looked at his shaft with widened eyes, trying to understand the situation she had been pushed by her own bout of competitiveness. She wrapped her fingers around his shaft, trying to gain some time to process the situation, but it only reflected her inexperience.

"Are you feeling nervous, princess?" Liz whispered into Gwen's ear, her earlier rage completely forgotten, but Gwen had more immediate concerns to take note of that sudden switch.

"Of course not," Gwen answered. Her voice disagreed vehemently. "Why would I be nervous?"

"I don't know," Liz answered even as she slid her hand through Gwen's soft hair. "But why else you would stand frigidly instead of treating yourself to such a magnificent example of manhood. Either that, or you accept that you can never match my performance."

Her trap was obvious, but Gwen somehow managed to miss it. Not a bad situation, but he took a tone to train Gwen on reading people. But later, he would have enough time for that. Right now, he had other priorities, such as, watching Gwen as she pushed her lips around his glistening crown. But even as he watched, he couldn't help but feel glad about the mistake that led Gwen discovering his identity. There was no way he could have prevented the situation from exploding beyond recovery otherwise.

Liz watched with a mischievous expression while Gwen moved deeper with a deceptive slowness, though the said mischievousness wasn't far away from the surface. Then, without a warning, she pressed her hand behind Gwen's head and pushed, skewering Gwen's throat with the intruding presence of his shaft.

A satisfied moan escaped his mouth as he felt her throat squeezing his shaft, a sound that was followed by Gwen's surprised cry, which was sufficiently muffled since her mouth was still full. "Good girl," Liz murmured into her ear. "It turns out that you can devour it completely. It's my loss."

Peter looked at Liz's smooth movements in surprise, betraying a practice suggesting that it wasn't the first time Liz had pulled that particular trick. In that case, the cheerleader team must have some interesting hazing rituals. Liz raised her head, her eyes met with his. Peter smiled, but made sure to put a dark edge behind it. While it was extremely fun to receive, he had no intention of letting Liz direct the flow.

From the sudden widening in her eyes, he understood that his message was received, but even then, her hand stayed in place, forcing Gwen's capabilities to deep throat, ignoring her struggles to breathe.

When she finally let her go, Gwen fell on all fours, trying to catch her breath. He would've thought her angry if it wasn't for his enhanced senses, telling him that he and Liz weren't the only people in the room that enjoyed the treatment.

But that wasn't a reason to change his plan to punish Liz. He said nothing, just leaned down. Gwen raised her head in reflex, and he kissed her softly on the cheek before standing straight once more. Without saying anything else, he walked to a low table he could use as a seat and sit down.

Both Liz and Gwen was looking at him, trying to understand what he was trying to do. "Liz, come here," he ordered, the sharpest voice he used against a non-criminal. It wasn't a loud voice, but it demanded obedience nevertheless, calibrated perfectly with the assistance of his spider-sense. Liz had covered half of the distance between them before realizing she was following his command, but even with her face alight with realization, she still completed the distance without a word of protest.

A finger landed on her chin, caressing gently. She shivered. "Oh, Lizzy, that was very rude, ambushing Gwen like that."

For a second, Liz was unable to say anything under the spell of his touch. In doubt, she reached towards her queen-bee attitude. "It was nothing, just a bit of teasing between friends, right, Gwen? And you were even able to handle it… Almost."

Gwen prepared to answer, but Peter was quicker. "Regardless, it was something quite rude. Maybe even enough to warrant a punishment? What do you think, Gwen?"

"Punishment," both repeated in surprise, though Gwen's voice carried no small amount of vindication.

A sharp crack echoed in the room as Peter's hand connected with Liz's thigh, naked thanks to her short skirt. "Was I talking to you?" he said to Liz with a dismissive glance before turning to Gwen. "Yes, punishment," he said. Gwen was indecisive at first, but she showed that vindictiveness wasn't a completely alien concept when she ignored Liz's begging glare to give a nod to his side.

"Yes, punishment," Peter repeated. "Lay on my lap," he said, his voice laced with the weight of command once more.

"This is ridiculous," Liz complained, but her argument had no effect on the speed she followed his order, laying across his lap just as he ordered.

Peter's answer came in the form of a slap landing on her bottom, which was barely covered by her short skirt. "Is it?" he said. "I believe it's no less than you deserve with the childish way you messed with poor Gwen. Don't you agree?"

"I do," Gwen answered even as she walked closer for a better vantage point, happy with the reversal. A second spank landed on Liz's bottom, this time hard enough to extract a short cry before she could control her voice. Gwen spoke once more. "However, I don't think the spanks are effective. Not with all that clothing in the way, reducing the impact."

"Good idea," Peter answered, happy with her initiative. "Then, why don't you come and reduce some of the protection she was enjoying. After all, it's your right as the wronged party."

A deep blush spread over her face at the suggestion, showing that despite her confidence, she was acutely aware that she was wading in unknown waters, not surprising since it was just days ago that she lost her virginity. But a nod from Peter proved enough to make her push through her indecision, and she walked until she was behind Liz.

Gwen's fingers found the hem of Liz's skirt, slowly pulling it up, revealing her reddened skin, partially covered by her fragile panties. Peter raised his hand, about to land another spank on her tight bottom, only to be stopped by Gwen. A smirk on her face, almost drowned by her blush, she grabbed Liz's panties and pulled them down until they were around her knees.

Peter threw another spank, this time his hand making contact with her naked bottom, extracting a sharp cry, loud enough to gather a crowd if the school wasn't already empty. "That hurt," she murmured petulantly.

"It wouldn't be a punishment without some pain, Lizzy," he answered even as he examined the redness his naked touch left on her pale bottom. It required a matching mark, he decided as his hand landed on her other cheek with equal velocity. Another cry left her mouth.

The pattern continued until the count reached ten. "That's enough for warm-up," Peter said. "Are you ready for the real part?"

"It's getting ridi-" Liz started, but another spank cut her off. But even as he landed that, his attention was on Gwen, watching her reaction, happy to find excitement and desire over everything…


Author notes: As Peter continues to learn, letting his identity get discovered comes with some interesting side-benefits.

I hope you enjoy the way the story is developing. Just a note, after this and following chapter, I'll slowly move Liz towards the background, because honestly, to do something really interesting, there is a lot of development that I need to put on her. And considering the availability of the interesting ladies, both in Spider-Man stories and wider Marvel universe, I'm disinclined to do so.

As usual, you can find my original writing in P/atreon / dirk_grey, including my new Medieval Fantasy story with a gamer twist.