Disclaimer: I only own the plot and my OCs. Anything you recognize as not mine belongs to Marvel Studios, Disney, and/or their otherwise respective owners.

Author's Notes: Let's have a moment of silence for the fact that I am home from college and as such the only one who was subjected to me writing this was me. Do I try to write smut in public? No. But also, I know for a fact there was a guy in one of my classes fall semester who kept on looking at my screen, and I know I wrote way more questionable shit that wasn't smut in class then than this chapter (*stares at my fics*).

Anyways! Not new to writing smut, but still a little nervous about posting this. Hope I met everyone's expectations. If not, if it's any consolation, next chapter is basically the pt. 2 to this one ;)

Chapter title comes from Wham Bam Shang-a-Lang by Silver.

As always, I hope you enjoy. Until next chapter,

~TGWSI/Selene Borealis

~primis, omega, superhero, genius~

~somebody to love~

~chapter 35: wham bam shang-a-lang~

Penny woke up just as the sun rose, her eyes snapping open.

At first, she had no idea where she was. Her mind was groggy with brain fog, her entire body feeling like it was a hot summer day and she was stuck in a building with no air conditioning. Her eyes darted around the room, taking in everything but also...not exactly processing it at the same time. The panties she was wearing felt ruined, like they had been soaked and then dried before becoming soaked again, several times over.

...I'm in heat, she realized.

Her skin crawling at how she was wearing clothes, no matter that they were just a set of panties and a bra, she hooked her thumb underneath the former, shucking them off and then throwing them towards the hamper in the room haphazardly. Then she sat up and did the same with her bra. It hit the hamper with a cracking sound.

The person to her left in her bed – her brain was coming back online slowly, but this was her bedroom, she knew that much – shifted slightly, letting out a brief groan. Her head swiveling, she looked down at him. She blinked. She took in his scent: oak and honey, familiar and comforting.

Alpha.

Mate.

Steve.

With the brain fog receding, she was very much in possession of her mental faculties, or at least as much as one could be during a non-beta heat, but her instincts were pulling her down to a primal level. Without thinking about it, she arced a leg over Steve's waist so that she was straddling him. His eyebrows furrowed as she did it, but he didn't wake up.

She decided to do one better.

She leaned down and kissed him – messily.

His heartbeat sped up as he came to, a confused sound spilling into her mouth. His hands ghosted along the skin of her hips before trailing downwards, headed to her ass. She made a purr to show her approval.

Penny could hear the others – her other mates, although even if they hadn't been, they were obviously here for a reason. She wouldn't have allowed anyone she didn't trust on this kind of a level to come into her nest – waking up, too. "...Pen?" Tony asked.

"Mmph," she said as she pulled away from Steve.

"Omega, what do you need me to – ?" Steve began to question as well.

She answered his question for him. She reached down and grabbed his boxers, ripping them off. She knew she should care about her destroying his clothes, but right now...she didn't.

"Oh," Steve said.

Penny cupped a hand to herself. Feeling that she had plenty of slick, she raised her hand up to her face to see the evidence with her own eyes. Then, after briefly sniffing her hand, she gave it a lick, too. The taste was sweet, as it was supposed to be. No sign of infection or other problems that would make her heat difficult.

"Fuck – "

Good enough.

Steve tried again. His eyes were wide, his pupils blown so big that his irises were but a sliver around them. "Omega – "

She didn't give him a chance to finish. Adjusting her position over him, she lined herself up and brought her hips down so fast the smack! was audible.

"Holy sh – "

She tuned out all other noises as she brought herself up before smashing down on Steve again. It'd been a long, long time since she'd done this, and she felt it. But the burn was painful in a way that was pleasurable: a breathy hiss came from her throat, and she wasn't the only one. Steve grunted each time she came back down. Her pacing was rough, quick, and unforgiving.

Because it had been so long, her orgasm also came much quicker this time than it would've for her usual first orgasm during her heat. As she felt Steve's knot start to swell against her, she moaned. "Give it to me," she begged, the first words she'd spoken since waking up. "Please, please, please, give it – "

His knot locking them together, he came. She felt his seed inside her and cried out. Her hands gripped the sheets for support as her body spasmed for nearly a minute. When it stopped, she laid down on Steve's chest, purring again as his arms encircled her.

"...'Morning," he said.

He jerked at how she started to lap at his mating gland, urging on those pheromones she loved so much. "Good morning."

A hand started to card through her hair: soft and slim. Natasha.

Penny lifted her head. The other woman caught her in a kiss, as messy as the one with Steve had been. It was a little awkward, given how her movement was currently restricted by his knot, but they made it work.

"Steve," Natasha spoke afterwards.

His muscles stretched underneath her as he reached for the nightstand. She tensed, knowing what was coming next. They were doing the same routine that Harry had done:

While she was on the knot, they'd take care of her other needs, like eating and showering. The second she was off, however...

She put up with the water bottle and protein bars for now, the nausea not being bad enough that she felt like she would throw up. JARVIS was certainly helping with that, what with him keeping the windows' tint at a level that didn't let the sunlight burn her retinas.

When Steve's knot began to deflate, Penny started to move against him again. She was only stopped by Natasha gently tilting her head towards her with two of her fingers, smirking. "Why don't you and I have a turn, little Omega? Let's make the boys watch," she teased.

"Nat," Clint complained.

Penny found the prospect delightful. "Sì."

She popped off the knot with a squelching sound. It was a hint premature, making her grimace and Steve ask if she was okay, but – she was a human arachnid. It didn't hurt in a way that suggested she'd seriously injured herself, and that was enough for her.

She attacked Natasha ferociously. Their teeth almost clacked together, Penny wrapping her arms around the female alpha's neck to keep her in place. Natasha pulled her into her lap before flipping them over, so that she was laying on the bed on her back and the redhead was above her.

The same two fingers that Natasha had used to turn her head prodded at her entrance. They slipped inside easily, causing Penny's back to curve as Natasha released her. Her alpha smirked. "Do you like that?" she inquired rhetorically. "What if I do...this?"

She crooked the fingers inside of her. Penny gasped.

But it wasn't enough.

"Alpha," she mewled. "Please – "

"Be a little patient," Natasha advised her, even as she took off her boxers. Her cock had already descended, the quirk of female alpha biology. The appendage was slimmer than Steve's, but it was wetter due to her natural lubrication – which was not the same as slick.

"Not...good at that during heat," Penny replied. "'Told you."

Natasha chuckled. "Yes, I think I remember you saying something like that."

Pumping herself two times, she spread her lubricant even more over her cock. When her hand pulled away, it was shiny. Penny seized it, bringing it up to her face so she could lick it in the same way she had her own earlier. The taste was salty, like saltwater to sweet-water.

Chuckling again, Natasha pulled out the two fingers within her before she positioned the spongy tip of her cock against her entrance. Penny wriggled, trying to get it in there quicker.

"Patience," she repeated.

Natasha entered her slowly. Each inch felt like it lasted hours, but Penny knew that couldn't be true. To give her mouth something to do other than incessant pleading, Natasha stuck the two fingers covered in her slick inside. Penny suckled at them eagerly.

Once finally seated, her alpha began to fuck into her, roughly. Penny practically saw stars. The effect only increased tenfold as a hand cupped her left breast – but it wasn't Natasha's. Her one hand was still being used by her mouth, the other clenching the sheets to give herself balance. And besides, the hand was far bigger than hers, able to almost cover it up entirely.

Steve's pupils were still blown. But there was so much love in his eyes, it almost sent her over the edge.

"Couldn't...wait for your...next turn?" Natasha panted snidely.

"Thought I could lend a hand," he said. His smile was downright dangerous, not at all like the puppy looks Penny had grown used to. "Besides, I think she likes it."

If it wasn't for the fingers in her mouth, she would've agreed.

Don't stop don't stop don't –

Steve adjusted his hold on her breast so that his fingertips were grazing at her nipple. Her breath caught, and then she was bucking her hips as he took her nipple in between his index finger and thumb and began to roll it.

"Good choice," Natasha commented.

"Just because I'm from the '40s, it doesn't mean I'm clueless about sex," he returned.

Steve repaid her favor from earlier. His mouth was on her mating gland, his teeth nipping at the skin. It wasn't hard enough for him to draw blood, but it was plenty. She came.

Natasha was not far behind her.

In the aftermath, Penny was sated. She curled into Natasha's side, her eyelids drooping. Steve spooned her. "Was that enough?" he whispered into her ear.

"Mmhmm," she hummed. "For now."

They were only just getting started.

The next time the gauze receded, as it'd come back before Natasha's knot had deflated, she was in between her other two alphas. Steve and Natasha were still there; they'd simply switched positions again.

Penny's nose wrinkled. Lucidity was coming to her a bit easier this time, which told her that Steve and Natasha – their scents were all over her – must've had more fun with her while she'd been out of it. Her mouth was sticky, too, with a distinctively salty taste.

...That gave her an idea.

Unlike before, though she had to struggle to remember it, Clint and Tony were ready for her. "Hey, honey bunny," the latter said, sensing her awareness. "You ready for a round four with Legolas and I this time?"

Penny frowned up at him. "'Honey bunny?'"

He booped her on the nose. "You should've seen yourself earlier. Like a little bunny, you just don't stop."

She had no doubt the freckles on her face disappeared with the intensity of her flush. "Gee, thanks."

Clint's fingers skittered along her thigh. "Round four?"

She nodded. "Uh, huh."

"Tell us what you need, Omega."

Her pussy was aching for a knot, but the treat she wanted currently sounded so much better. "Heads or tails?" she questioned.

She watched Clint and Tony share a look as she sat up. They were confused, their eyebrows furrowing a little. "Uh...heads," Clint went.

"Guess that makes me tails."

Penny grinned wickedly.

Scooting down the bed, her feverish body coming in to contact with Natasha's much cooler one, judging by the softness of her skin, she looked down to get a proper look at Tony's cock. He'd made the smart move in having discarded his boxers already, as had Clint. He was hard: his cock was flushed, leaking pre-come. She instinctively took her bottom lip into her mouth in anticipation.

She got up all close and personal, inhaling his scent. Motor oil and leather. She shuddered. It was impossible for her to not give it a lick.

And of course, once she did...

She licked him straight up to the tip, like he was a lollipop. Tony hissed, but not in a bad way. "'Feels good, Omega," he breathed.

It was her indication to keep on going.

Penny licked and licked and licked, swiping his pre-come off of his slit with her tongue. The taste exploded against her buds. Eagerly, with a hungry noise, she wrapped her lips around the head of his dick.

Tony continued to encourage her. "Come on, Omega. Take what you need."

She swirled her tongue around him, savoring the taste. It was like everything she ever could've dreamed of. Thanks to her spider side (and years of training) limiting her gag reflex, it was easy for her to do what she did next: she took him down to the base, her nose coming to a rest in his pubic hair.

Tony sighed. "Omega..."

As she worked him, bobbing up and down, feeling his knot start to swell against her chin, Clint (and the others) moved around so that he was behind her. Knowing what he wanted to do, she propped up her ass into a slightly better position.

Clint smacked a hand against one of her cheeks, then kneaded his fingertips into it. "So perfect," he rumbled, his voice bordering on a growl.

He prepared her first with one finger, then two, then three. He almost wasn't going fast enough for her, but she didn't have any room to complain. Literally. Her mouth was being put to a much better use.

Clint entered her swiftly, making her be pushed forwards. She almost choked on Tony's cock down her throat, but she was able to manage it with a slight splutter.

Tony tried to readjust her position on him because of this, or so she thought. His hands cupped her cheeks, lifting up. "Not that far down, honey bunny," he spoke – and oh, now she knew what he was concerned with. "You don't want to – "

Putting her hands on his wrists, she pushed them away with a grunt.

Clint snickered. "I think she does." He came out of her far enough that it was just the tip still inside, smacked her ass again, and then shoved himself back in. "God, I can't believe our precious little Penny is like this."

Tony's knot was swelling in her mouth, the feeling of it absolutely delightful while Clint kept on slamming into her. She felt it reach the point of no return: its full size propping open her jaw in a way which kept her pretty much locked onto him in the same way she would be if he was stuffed in her cunt instead. Hot semen spilled down her throat as Tony cried out some words of gratitude. His fingers threaded through her hair as she gulped him down, not bothered or overwhelmed in the slightest.

"Fuck," Clint groaned again. "Never thought I would find that hot."

Penny purred.

"Shit!" Tony exclaimed. "You trying to make me cum again, Omega?"

Logically, she knew that wasn't possible. All alphas (and male betas, though it was different for them) had a refractory period until at least their knot swelled down, they couldn't do it back-to-back like the rest of them. Even Steve wasn't an exception.

But damn, she liked the idea of that.

Clint's pace began to pick up, now that he wasn't worried about her choking anymore from her own movements. He seemed to get just intercourse wouldn't be enough to make her orgasm this time, though. His arm came around her pelvis, and within a matter of seconds, found her clit. He rolled the pads of his fingers over it, and it was all too much. It sent her into a frenzy of pleasure.

When she came down, she was boneless. Clint's hips stuttered as his knot locked him inside her. He sagged against her, letting out a laugh. "Well, this position is awkward."

"Should've thought about that before you did it," Natasha chimed in.

The two of them bickered, somehow bringing Steve into the conversation. Penny didn't mind it: their voices comforted her, letting her know that everything was alright, that she was safe.

Besides, the only one that Tony wanted to talk to was her. He patted her hair. "You okay, Omega?"

Penny blinked once. She could've used Morse Code instead, but that would've taken too long.

"Are you gonna want another go after this?"

Another blink.

The only one she hadn't had inside of her yet down there – to her knowledge, although as her mind hazily recalled what he had said, she didn't think they'd had their turns until now. They must've wanted to make sure their first times together were when she was lucid – was him. That simply wouldn't do.

She coughed a little as she came off Tony's cock once his knot went down enough for her to do it, her throat rubbed raw from the excessive contact. Steve's hand grabbed her shoulder. "Omega?"

"I'm fine," she reassured him and the rest of them. "I'm fine." Her eyes got a glimpse of the clock: 2:48 PM. She was only seven hours into her heat...of 168. 161 to go, give or take. "Mmm..."

"Need anything?"

"More sex," she declared.

"We can do that," Tony said.

He was half-hard but was working himself to all the way, his hand sliding up and down his cock. She growled in frustration when she tried to move forwards, but found herself still caught. "Can't you make it go down any faster?"

Clint snorted. "That's, uh...that's not the way it works."

Penny knew that. Still, she whined at how she couldn't immediately get her way. "I just – I want – "

"We know what you want."

Tony sat up and Clint picked her up, shifting the two of them around to do the same. Tony cupped her left cheek in his hand, and she leaned into it. He pressed a kiss to her brow, a peck to her lips, and headed down. "You know, it's a damn shame omegas don't lactate during their heats," he remarked, musing. "I've always wondered what omega milk tastes like."

Before she could finish processing his statement, his teeth were at her right nipple, the breast that Steve hadn't paid attention to. He was biting her.

And God, it was hot.

Her head falling back from Tony's ministrations going from biting to sucking, she almost didn't notice how Clint pulled himself out of her – but that was okay, because Tony did. He switched them around, letting go of her breast to nurse at her left one.

"Tony...ah, Alpha..."

He went downwards, placing kisses on her stomach, her inner thighs. He sucked at the skin on her right of the latter, enough so that she knew there would be a hickey there. Of course, it would heal quickly. She didn't have many scars, just Harry's bite on her mating gland and a few others.

But even with her being in heat, she knew it wasn't the time for that yet.

She flinched when she felt his tongue take a swipe at her. "Tony!"

"Nuh, uh, honey bunny. You get a taste, I get a taste. I won't take too long, I promise. You'll get your knot in no time." His beard scratched at her sensitive skin. She whimpered, her eyes squeezing shut then flying back open at how he traced her clit with dexterous muscle. He pulled back long enough to say, to coo, "So sweet," before he went right back to doing what he was doing, with some added delving into her entrance.

Between the direct contact with one of the most sensitive organs in her entire body and the fact she was primed for it due to her heat and all the other orgasms she'd already had, she came again. Her legs spasmed; Tony had to hold them down with his hands. He grinned up at her when it was over with her slick dripping down his face, and it was the grin of an alpha: it showcased his teeth, specifically his canines, giving off an animalistic vibe that the hungry glint in his eyes compounded.

He launched himself up to kiss her, saliva and sweet slick intermingling as he circled her entrance with his tip. Her walls, her very being, fluttered with impatience. She hissed, crossing her legs behind his back and pulling him the rest of the way in once he got in position.

Tony's refractory period impressed her. He was already headed for another knotting, though he had to massage the pouch of skin it swelled into a little when he pulled almost all of the way out.

He knew what to do to send her to completion yet again, too. Penny's body was tight and coiled, it didn't feel like she would be able to take much more after this. But still his fingers roamed along her skin, playing with her nipples and chest and the other sensitive areas of her skin. His teeth dragged along her jaw as he placed kisses there sloppily and lapped at the few tears on her cheeks caused by overstimulation.

"That's it," he whispered into her ear as she clenched down on him, but not without a nip at her earlobe. "I can feel it. Don't try to stop it. Come for me, Omega."

He was a talker, even during his– their – most intimate moments.

He silenced her scream of pleasure with another kiss. For the fourth time she remembered that day, she had a knot in her pussy, tying them together. Through her own high, she heard him groan, "Such a...good Omega. All ours."

When she was able to get her mouth to work for speech, she agreed, making grabby-motions behind him for the others. She wanted cuddles. "All yours."

(...If the statement didn't seem quite right in her mouth, she didn't think about it.

For now, she was content, cum-drunk and floaty, and she wouldn't have it any other way.)

Word Count: 3,627

Next Chapter Title: pain is so close to pleasure