A Spiders Web of Women

by Arthurian-Legend's-the-Bomb

Peter Parker was just your average super-genius, spider-bitten teenage superhero, operating under the alias "Spider-Man", being awkward with girls by day, while at night fighting bad guys and still being awkward. That was until one fateful night that changed everything for the better. Spider-Man/Harem. Porn With Plot. If you want more please review.

5. Break In at Avengers Tower (Black Cat)

Chapter Five: Break In at Avengers Tower

Felicia Hardy (Black Cat)

WARNING: This one starts out pretty raunchy, then there is quite a wait until we get to the main event. This is a long chapter... Like stupidly long. I love this story but it might kill me at this rate.

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"Yes girls, just like that! Do it just like I taught you - FUCK! Peter right there! - god you two look hot," May moaned, her flushed and sweaty face pressed to the side against the wall, as I had her brown hair gathered tightly in one hand, the other slapping her - by then - reddened ass cheeks as I fucked her into the wall at a pace so harsh that the only thing holding her up wasn't her spent legs but her hands which she had splayed out and stuck to the wall. As she wailed against the wall, her tongue hanging out as she panted desperately for breath, her face turned so she was able to look past her shoulder besides her, where she and I had a clear view of her bed and the two stunners on top of it.

To say they were using the last of their energy to fuck one another would be an understatement. Gwen and MJ had been forced to take breaks numerous times during the night to gather their energy, but neither girl was willing to tap out. So by this point, as the early morning sun shone through the window of May's bedroom, my girlfriends had by now resigned themselves to scissoring with what little strength they had left, unable to admit defeat until they physically exhausted themselves.

They do look fucking hot like that though! And May's ass looks great like always! But they all really shouldn't overexert themselves like this.

It was MJ who had forced her way on top in this last round for the two of them, as she tiredly held up one of Gwen's limp legs as they rutted into one another, both taking delicate care to do it just as May had taught them to over the course of our long long evening. The redhead barely had the strength to moan properly anymore, and she'd long since stopped talking, so she simply whimpered as she trailed kisses along our girlfriends exquisite ballerina legs and held her hand over her throat, softly choking the blonde the way she'd revealed she liked hours earlier.

That had been a fun moment, she'd just been taught how to properly deep throat my cock by May, who had held Gwen by the back of her head, caressing her hair as she did, as she held her down on my cock and controlled her for twenty minutes as she had me face fuck her whilst still making out with Mary Jane. When May had had the girls swap, whilst the brunette coached MJ, Gwen had bashfully stammered out a request for me to choke her as we kissed, and we all knew I could never refuse her.

But that had long since passed, and I had other matters to get to. I enjoyed watching my girlfriends tribbing on the bed as much as anything else we'd done over the last few hours, but even May with her newly gained super powers was too tired to continue as I thrust my dick into the depths of her pussy. Oddly enough, unlike them I wasn't that tired - like sure I hadn't slept all night and I'd probably need to drink a coffee to get me through my regular Saturday meeting at the Bugle and my patrols, but I was fine besides that. My recent power boosts were crazy!

Anyway, that's not what's important. What is is that they needed rest, and I had work to get to.

So, as Gwen and MJ convulsed together on the bed as they cried out, I picked up the pace with May and shifted strategies a bit. My aunt had clearly gotten even more excited from watching the girls climaxing, as her pussy had gripped down on my dick like a vice and she'd let out a throaty moan. Once she did that I ceased spanking her and brought my hand down to start rubbing her sensitive, overexerted clit as I pushed my cock against her cervix from how hard and deep I was fucking her.

My girlfriends both lay asleep limply, their arms and legs wrapped around one another as I tried to push May over the edge one last time for now. The room stank of sex, the consequences of hours of marathon sex between four people, and the noises that both the slumbering MJ and Gwen - as well as the currently fucked May - were making would have concerned me a few hours ago, especially since Mary Jane's aunt was probably soon to wake up across the hall, but by now I'd long since stopped caring.

I don't really think things through properly when I'm horny... that might be a problem. It's also probably why Black Cat has such an easy time escaping me.

Groaning at the thought of the super powered sexy cat burglar, I rolled my hips in a fashion I knew would rub against May's button. Her legs, which had previously gone limp from her last orgasm ten minutes before suddenly shot out stiffly as she mewled out with pleasure as she started to cum, wrapping them around me as she released explosively across my lower half and the floor.

It was with that that I began to cum as well. I'd previously stated to all three of the women that until I figured out what had happened with May and I that caused her to get powers and mine to strengthen I wouldn't be cumming inside any of them. That had been thrown out of the window by May almost the moment my dick had first gone inside her again after a week apart.

She'd claimed that since we didn't know if it was dangerous for the girls or not, and especially with the distractions Spider-Powers can bring to education, I shouldn't cum inside of Gwen or MJ. But, she followed that up by saying that since she already had powers, and she was "safe" I could cum all I wanted inside of her, no worries about powers or "other consequences". At first I'd been reasonably sceptical, not wanting to risk anything, especially if whatever I'd done was already unwittingly hurting her, but as always, the porn logic had won out.

"Fuck Peter! So deep! Yeah, cum inside me like a good boy. Fill my womb up, baby!" howled the MILF as her voice went hoarse and her body shook as she was barely able to ride out her orgasm before I was once more filling her up. May's back arched up towards me as she squirted over my cock, her legs and hands falling limp as her eyes rolled backwards and I had to hold her up in my arms as I thrust into her, my pulsing dick shooting forth rope after rope of cum deep inside of her.

Pulling out of her ruined folds despite her murmured disapproval, my cum and fluid covered dick - which still needed a while to calm down - flopped out of her now leaking pussy, leaving small puddles of both of our warm cum all over the floor. MJ and Gwen weren't much better, they were both unconscious on the bed, and they were still covered head to toe in sweat and cum. Setting down May besides them so that she could pass out and curl up with them, I went to grab some towels to clean them all up as they slept, making sure not to disturb them as I did.

When I was done I smirked as they all cutely cuddled, MJ looking rather smug in her sleep as she was sandwiched between May and Gwen, which also gave her a chance to squeeze their tits and asses.

She's such a perv. But we love her for it.

Smirking at my thoughts, I checked the time on my phone and had to stand in shock for a moment as I took a look at the time and finally processed how long we'd been going at it. Once I processed that I was especially thankful that Captain Stacy was out of the house at a conference this weekend, which had allowed Gwen to come over and stay the night in the first place or else he'd be hunting me down with the full force of the NYPD - and he didn't even know we were dating yet!

Cracking my back with a stretch, I grumbled as I walked nude through the apartment over to the bathroom for a shower, still sporting my slowly dwindling erection as it pointed the way to our destination. Grabbing a quick shower I thought about the day ahead as the warm water hit my skin and the steam filled the room. I had my meeting with Jameson in a couple of hours but my camera went missing yesterday during the fight with Shocker, so I'd probably have to dig through the rubble to see if anything was salvageable.

Once I was out of the shower I got into my suit and grabbed a quick breakfast as I wrote the girls a note explaining where I was and when to expect me. Then I slung my backpack over my shoulder and waited until the coast was clear to swing out the window into the early weekend morning Queens air. Swinging through the streets I made my way to the site of my fight with Shocker, where I could clearly see a Fisk Industries clean up crew, so I decided to be as sneaky as I could on my entrance.

Landing down by the massive pile of rubble where the alleyway once stood, I sifted through the remnants of the building as the workers thankfully couldn't notice me over the sound of them working with heavy machinery. I spent a good thirty minutes searching through the rubble, even subtly helping out the clean up as I went, until I was thankfully for once lucky enough to find my camera, undamaged underneath a large rock.

Letting out a small cheer as I gave my prized possession a once over, I put it safely in my bag as I realised I'd need to use the resources at the Bugle to get the pictures printed and ready on time for Jameson. On the way there I helped out with the usual stuff, stopped an armed robbery at a corner shop, gave some Girl Scouts some road safety lessons, played a quick game of basketball with some kids who were fans.

Once I reached the outskirts of the Daily Bugle I went to my usual stash site and found one of the many back up bags I have hidden across the city waiting for me as always, as I quickly stripped out of my Spidey-Suit and donned my average Peter attire. Being recognised by security they let me walk right on by as I went straight up to the top floor where I knew I could get some assistance.

Entering the office as coyly as I could, I was met by the sight of Betty typing away at her desk as she nibbled cutely at her lip, looking so relaxed I knew for a fact that Jameson had to be out, probably filming the news broadcast. Which was really good, I didn't want him to spot me arriving early and pull me into an even longer winded meeting, which was more him ranting about Spider-Man than actual business.

Still wanting to keep a low profile I gingerly walked up to Betty's desk, smirking as she met my eyes with a raised brow, before I leaned down and murmured, "Hey, Betty. You're looking great today! How's it hanging?"

"I'm all good, Parker. You ain't too bad yourself. I've been having a decent time at work ever since that party, which was really fun, especially performing with the girls," Betty gushed. "I was wondering though, was that a one time thing, because MJ said at the party that she'd like to keep performing, but Glory says nobody has mentioned it at school. Something about MJ and Gwen not speaking because of you?"

"Oh I wouldn't put it like that," I coughed out awkwardly, scratching the back of my head as I whispered, "Gwen and MJ were just kind of challenging one another to see who would fold first, but yesterday they made up. So everything should be fine now, I'm sure they'll talk to you about rehearsing soon enough."

"Really, so this has nothing to do with them both liking you?" the brunette queried as she folded her arms skeptically.

"I mean, it's a bit more than that," I explained, my cheeks flushing as I realised I'd have to probably explain this a lot now. "You see, we all have liked one another for a while, and last week before the party everything just kinda came to a head. So the girls were frustrated about miscommunications and they sort of challenged one another to see who would talk first. Last night they sorted everything out, so now we're all - well, we're all together!"

Betty seemed to be doing some mental maths for a moment as she looked perplexed, until she asked me, "All three of you?" Once I nodded she sat back in her chair in wonder for a moment before she added, "How does that work?"

"It's not really that complicated. We all love one another so we're just all together, there's no jealousy or anything like that, we're just happy together - at least, I know I'm the happiest I've been in years, and they've told me the same," I answered, pride clearly shining through my eyes as I spoke.

Letting out an impressed whistle, Betty nodded her head as she congratulated me. "You are currently living every mans dream right now, Peter, you better appreciate that. And you'll need to put a load of work in to keep them happy, I can't imagine either MJ or Gwen not being a handful."

"Don't worry, I'm more than capable of keeping them pleased and more," I winked playfully, enjoying the way she blushed as I grew more confident from earlier.

"Damn, flirting with me still? Isn't two enough for you, Parker?" she gasped, not at all seeming as opposed to the idea as she was trying to sound.

Leaning closer to her, so that I was only a hairs breath apart from her face, I husked, "They don't seem to think so. Neither of them will shut up about me bring more hot ladies over. Both of them say they like watching," Betty swallowed audibly at that as her eyes flicked down to my lips as I spoke before I added the cherry on top, "You wouldn't happen to know anyone like that, would you, Betty?"

Gaping like a goldfish, the receptionist/fledgling reporter could barely choke out, "Um... well - I don't -" before she collected herself and squeaked out, "You're here earlier than usual. Do you need something?"

Standing up straight again I smiled down at the brunette fondly, and said, "I just need to find Glory, I need help getting access to the printers for some pictures I know the boss will want for the front page."

"Is that the building collapse caused by Shocker?" Once I nodded Betty sighed and continued, "Yeah, we're covering that. Jonah wouldn't shut up about Spider-Man and accountably all morning. He also seemed pissed off about "Fisk getting a leg up!" or something like that? He yells a lot. Anyway, Glory's just down the hall, she should be able to help you out, but you'll have some explaining to do."

"Yeah, I can imagine how I look from her perspective," I grumbled, pulling away from Betty's desk as I began to walk where she was pointing me. "I don't look like a two timer, do I?"

"Not really, but Glory is known to get protective, especially for her best friends," Betty agreed, "I'm sure once you explain to her like you did for me she'll calm down."

"Alright, wish me luck," I waved, marching down the hall. Opening up the door to the IT room, I found Glory looking bored as she sat on top of the printer with her laptop on her lap. Putting on a brave face, I saunter in and cheerily call out, "Hey Glory, what are you up to?"

"I'm writing my application to ESU, what do you want, Peter?" the dark skinned pianist grumbled, fixing me with a harsh stare.

"I was just needing some help getting some pictures printed, I only just fished my camera out of the rubble this morning," I answered, "It was buried all night and hasn't got a scratch on it. Wouldn't be able to say the same about myself if I hadn't booked it out of there in time."

"That's lucky for you, you usually break things or get yourself injured whilst getting these pictures," Glory huffed, snatching my camera from my hands as she pulled out its memory card and began setting up the print in silence. After a few minutes of sitting in awkward silence as my friend glared at the slowly printing photos, she turned her steely gaze to me, and simply asked, "What the fuck is going on between you, MJ and Gwen?"

"Oh - um, we're all together now," I tried to explain, as I began to fumble over my words.

Glory fixed me with her famous steely glare, one I'd never been on the receiving end of but found myself equal parts liking and hating it's effects on me as I coughed out random sounds whilst attempting to articulate a further response. My only excuse for being able to talk so easily with Betty and floundering with Glory was probably because she could be very intimidating when she wanted to be, like now.

"I know you all like each other, that's been clear for fucking years!" Glory snapped, her fingers ferociously tipping away at her keyboard as she went on to add, "You three have been staring at each other with goo-goo eyes for as long as I've known you. Which is why I'm confused why when you all get together Gwen and MJ don't talk to each other and you fuck them both all over the school!"

"Wait, you knew what we were doing?" I squeaked embarrassedly as my friend raised an unimpressed eyebrow. Changing my focus, even as I blushed, I murmured, "They just had a silent bet to see who would snap first and admit their feelings to the other - you know how stubborn they can get - they both wanted to tease the other a wee bit to, hence all of the... sneaking around. If I'm being honest they kinda got off on it - and now I realise I'm oversharing."

Still trying to maintain her glare even as she was clearly becoming flustered by what I was saying, as she fiddled with her hands, her feet shifted about and I thought I saw her rubbing her thighs together for a moment. She seemed curious if anything, but seemed to collect herself and simply asked, "So nobody's hurt?"

"We're all great, honestly! The girls officially got together last night and we had a talk about how our relationship would work and everything is perfect. They're really happy, and so am I," I explained. "I know how lucky I am, they're both perfect and way out of my league despite what they tell me."

"Alright. Well then I'm happy for all of you, you lucky bastard," Glory chuckled, handing me over the freshly printed pictures before her gaze darkened. "But you do know that if you hurt them, if you break they're hearts, if I even see them crying once, I'll kick your ass."

"Honestly wouldn't expect anything else from you, Glory. You're a good friend," I smirked, nodding my head towards her thankfully as I gathered all of my things. As I was about to bid her farewell when walking out the door, I was struck by the realisation that the Black girl would soon start texting MJ or Gwen, maybe even the band group chat I knew they had with Betty about her interrogating me. Stalling at the door, I looked back to her adding, "If you're wanting to talk to the girls, Gwen and MJ are a bit... tired at the moment. Maybe wait until after you leave to message them if you want a response."

Glory seemed to take a moment to process my words for a good minute as she sat gobsmacked at the implications of what I'd just said. Her cool exterior melted away as she quickly became flustered, her brown eyes taking me in and fixating on my cock before she shook herself and focused on my face, mumbling, "Christ, Parker! I didn't need that image of my friends in my head - especially not at work!"

Enjoying having the edge in the conversation for once, I grinned, "What? I didn't say anything."

"You said enough," Glory huffed cutely, her cheeks flushed and her eyes still fixed pointedly on mine as if she were willing herself to not let her eyes wander.

"Heh, that's fair," I chuckled, going on my way as we both said bye.

Making my way back up to Jonah's office, I saw that he had arrived and prepared myself for the usual. Over the course of the next hour I entered a mind numbing self inflicted mediative state to tune out the editors rant about my alter-ego's shit job at being a superhero, which honestly helped keep me humble. Eventually, he tired himself out from his rant after Robbie did his usual part and reminded Jameson of the deadline and his own opinions of Spider-Man. So I was able to hand over my pictures, get my pride in my photography stomped on until JJJ finally picked one of them to use on the front page and handed me over the usual cheque.

Clearly the diet his wife has him on is still getting on his nerves. Although that headline of his was something else. "Spider-Man and Shocker Cause Urban Chaos!" Really?

Most of my day from then on was pretty standard. I stopped some crimes, helped some people, went to my favourite hotdog stand for a quick and cheap lunch, and I simply enjoyed my patrol. When the streets weren't going crazy with villains, it was really fun. As usual with most of my Saturday patrols that went uninterrupted, I found myself swinging past Avenger's Tower (which only a few years ago had been Stark Tower) and admired the building, and all it and the people within it stood for.

I often found myself doing the same whenever I passed other notable locations in the city, such as the Baxter Building, it helped me stay focused on what I wanted to be. Other than Uncle Ben, the other heroes of this city - of the world - were a major form of motivation for me. Hell, Uncle Ben's old Captain America comics were my favourites when I was a kid. So, whenever I needed that spark of aspiration I'd take a second to just stare up at the Avengers logo as I swung.

It did feel different looking up at the tower now though.

Previously, it had been a pick me up, a way to inspire myself to keep on going protecting the little guy, without mentally beating myself up about Uncle Ben. But now, after what had happened to me over the course of the last nine days, I didn't need the confidence boost. I was feeling better about myself than I ever had. So I actually took a moment to appreciate the skyscraper, not for the symbol many thought of it as, but for how it looked, how it highlighted the city and clearly made all of the people who lived and worked near it feel safe.

It was probably because of me taking the extra time to pay attention to it that made me notice her.

For the first time in days, I saw her, climbing up the side of Avengers Tower on a long rope as she neared one of the top story windows. Black Cat was about to try to break into the main base of the Avengers.

Oh god, I need to help them stop her and make sure she doesn't hurt herself!

Swinging as fast as I could down to the main entrance once I saw the platinum blonde thief cut crawl through the window, and thinking better than to just follow in right behind her and risk spooking the Avenger's even further, I found myself soaring through the automatic doors to the lobby as I let go of my web and stuck the landing. Upon my sudden appearance, the security guards in the lobby - some of whom seemingly SHIELD Agents from the looks of things - all pulled out their guns, pointing them in my direction as civilians and scientists going about their business scattered.

"Put your hands where I can see them!" One of the guards ordered, before a look of recognition crossed his face. He didn't lower his gun, but he became noticeably less tense as he queried, "Spider-Man, what are you doing here? You're not allowed on this premises."

"Yeah, I know. I'm really out of place at the moment, but I need to go upstairs to talk to any Avengers who might be up there," I answered, keeping my hands slightly raised as I spoke, which was more for the guards comfort than for my safety. "There's a security risk I'm aware of that they need to be made aware of, and once I handle that I'll be out of your hair."

The guard seemed doubtful, but lowered his gun once an authoritative smokey feminine voice called out, "What security risk would that be, Spider-Man?"

Gazing past the guards, I saw two familiar figures walking out a hallway across from reception, that once they had both noticed the scene I had made in the lobby had stopped in their tracks on the way to the elevators. The guards all looked over to the two figures for guidance as they noticed their arrival, which made sense. Tony Stark, the Invincible Iron Man, did own the building, since even though it was an Avengers base, it was also still headquarters for Stark Industries. And Natasha Romanoff, the Black Widow, who had called out, was one of the highest ranking SHIELD Agents in the world, and a founding Avenger, much like Stark.

It was always strange being in the presence of the Avengers. I'd only encountered the group once or twice, both times I'd been a touch excited, and noticeably nervous, a combination which famously resulted in me making far too many jokes. I had manly been nervous those times because I admired the Avengers as a whole and individually for so many reasons, and I'll be the first to admit I acted like a bit of a fanboy towards Cap. I'd also had a moment of awkwardness with Tony and Natasha last time I'd seen them, since one was a scientific idol of mine and the other was simultaneously one of the most beautiful women I'd ever met and the most dangerous assassin in the world.

She's probably the most terrifying woman I've ever spoken too, made even more terrifying for the fact that I accidentally overheard her being referred to by her secret identity when she was talking to Hawkeye, which had resulted in her fixing me with an intimidating glare that I shouldn't have found nearly as sexy as I did. Who could really blame me for crushing on her though, even if she could kill me without leaving behind a lick of evidence if she wanted. I do famously have a thing for redheads... but I could say the same for blondes... and brunettes...

Face it Parker, you just have a thing for all beautiful women...

And as I may have previously mentioned, to limit Natasha Romanoff to only being described as a "beautiful woman" would be the biggest understatement of the century. She had red hair that was just barely a shade darker than MJ's, perfect pale skin, gorgeous calculating cold blue eyes and a sexy stern face. That's not even mentioning her body, which could funnily enough only be described as "killer", especially since she was always wearing that skin tight black bodysuit which perfectly highlighted her fit body and her hourglass figure.

Focusing on the matter at hand, I spoke directly to the two Avengers, desperately trying to not check out Black Widow and thanking every god that I had a mask. As the super spy nodded at the guards to stand down, Tony, in his classy Italian suit, his sunglasses set on his nose and a glass of whiskey in hand waved me over as I explained, "I was swinging by on my regular patrol just now, when I noticed an... associate of mine scaling the side of the building, bypass your security systems and break in. Black Cat is on one of the top floors. I would have followed right after her to stop her, but I didn't want to cause a misunderstanding and get Thor's Hammer flung at my face."

"Well, it's nice that you're visiting, but are you sure you saw her breaking in. I have one of the most advanced security systems in the world, with more alarms, cameras and firewalls than the Pentagon. If a fly flew within a hundred feet of this building, I'd know," Stark countered as he and Black Widow guided me over to the elevator.

"In all fairness, sir, it's easier to break into something unnoticed, the trouble is usually getting out," I rebutted as we all entered the elevator, surprisingly earning a smirk from Natasha, who turned to her friend looking rather smug.

"And Tony, you and I know that even the advanced security you designed for this building has it's weaknesses to exploit. I've hacked here before," the redhead grinned, causing the billionaire to grumble in defeat. As the SHIELD Agent pushed the button to the top floor, she turned to me curiously, "This Black Cat, she's a thief I believe? Do you have any idea what she'd be breaking in here for?"

"No clue, this usually isn't her MO," I grumbled, my foot tapping impatiently as we slowly rose up the beautiful skyscraper. "Cat's usually street level like me, this seems like too big a risk for her. She wouldn't want to risk the wrath of the Avenger's, she's not some kind of crazy villain. I mean, she steals, but usually she only steals from bad guys. Last time I saw her she said I'd like her new boss, but this kind of counteracts that statement."

"Eh, you never know, Web-Head," Tony chuckled, eyeing me up and down as he took a sip from his glass before her raised a curious brow. "I must ask though, you seem to be looking out to protect her as much as you seem to be trying to help us. Is she your girlfriend or something?"

That's a loaded question.

Not knowing how to answer, I simply shook my head quietly as the elevator reached the last leg of its journey. Black Widow smirked, clearly reading my body language to sense my awkwardness at the question since my face was covered as always. Just as I felt the elevator stop and the doors started to open, I felt a light tingle in the back of my head, as I watched the lights within the entire building shut off.

She's cut the power. Why would she need to cut the power?

Tony turned from looking rather unconcerned about this entire situation to a man of focus and outrage, as he dropped his glass in shock and watched his entire building's power shut off. As he started to rant and rave in frustration I peeled open the elevator door with ease, allowing us all to walk into the top floor without any trouble.

What we walked into were SHIELD Agents, Stark Industries employees and scientists all looking around perplexed in the darkness. Some people had pulled out flashlights and were trying to make sure people were okay, while some people were rushing about in a hurry, yelling about checking backup power on particular experiments and safety measures.

"Does this lady really think she can come into my home, hack my system and turn off my power?" Tony shrieked as he tapped furiously on a projected screen coming from his watch. He glared down a hallway and turned to look at Natasha and I as he growled, "I need to go bring back the power quickly! Of course this happens the one day everyone else is out! We have so many dangerous things being guarded here that require auxiliary power and I don't want to risk any other hotshots in this city thinking they can use this chance to steal from us. I can only think of one reason why Black Cat's caused a blackout - she's doing a goddamn Die Hard - she just bypassed the electromagnetic seal of the vault!"

Natasha turned to me and barked, "We need to go stop her!" before she ran off and lead me down a long hallway, as Tony ran in the other direction, still typing at his watch. As assassin and I ran down the hall, she fixed me with a look that was hard to read, as if she were trying to predict my every move and learn how to take me down in one glance. I'd be lying if I said I didn't find it hot, but as we turned a corner the Black Widow called out, "By the way, Spider-Man, if you are compromised in any way when it comes to observing this women and the threat she presents, I think it would be better for both of us if you're up front about it."

I almost slowed down as she called me out like that, but made sure to keep pace with her as I thought about how best to respond. The super spy was right, she'd read me like a book since the second she laid eyes on me, she could probably tell from the way I stand and the way I speak exactly how I feel about Black Cat. It was a very complicated twisted ball of emotions which hadn't always been advantageous when trying to deal with the thief and her cunning wiles. I wanted to trust her more than anything, but she'd broken that trust a few times too many in the past.

No matter what though, I had to make sure she was okay. I had to understand what she was doing here, risking being taken out by the Avengers, which was all very unlike her. Natasha could clearly tell how conflicted I was, as whilst she had schooled her expression, I could almost here the cogs turning in the back of her head as she planned how to take on the Black Cat without my backup.

Assuming that since she wasn't asking me for a quick rundown on our adversary as we neared out destination, that the Black Widow was already aware of her enhanced strength and agility, as well as the thief's sharp claws and tendency towards "bad luck", I was content to spend the rest of our run around corners, through doors and hallways in absolute silence.

Soon we both approached a large set of steel vault doors, which had a blank keypad and touchscreen beside them. We found the doors left ajar, and as we quietly crept forward I was sure I could hear bags and boxes being tossed about. Black Cat was definitely in there, and by the sounds of it, she was searching rather frantically for something.

Black Widow and I didn't need to share a single word to know how we were proceeding, as she got into a defensive stance and crept her way inside quietly whilst I followed behind her. Needless to say, whilst Black Cat was my main priority at the time, I did check out the redhead's curvy ass. I'm only human. Staying focused on the task at hand though, I began to silently crawl up the high wall as soon as I entered the main room of the vault

To say this room was big would be an understatement. It was massive. Whilst not defying the limits of being near the top of a skyscraper, it looked like it took up at least two stories in height and about a third of a floor in the length and breadth it covered. The vault had no doors or windows other than the one we entered from and the only form of lights were the high-tech - almost futuristic - blue lighting that bleed in with the white and grey industrial design of the room. The main issue that Natasha and I came across in the room were the numerous rows of pallet racks that lined the interior of this chamber like soldiers standing at attention high over our heads.

That was why I climbed up high as Natasha searched from the floor, to have a better view over the massive shelves which obscured any clear view of Black Cat. Unfortunately it wasn't assisting me much, as I was only left with a better idea of just how many dangerous or cool things the Avengers had stored up across the stacks of boxes. I was pretty sure I saw a box which Black Cat had clearly already rummaged through that was filled to the brim with old experimental HYDRA weapons from World War Two.

Ignoring all the enticing distractions below, I crawled along the ceiling, watching on as Natasha weaved through the pallet racks, her Widow's Bites primed on her wrists as she followed the trail of scattered trinkets of past missions, until we both could see our target. The platinum blonde thief was currently crouched a top one of the shelves in the middle of the room, and she was stuffing something into her bag with a smirk even as she anxiously looked over her shoulder, down at the floor, seemingly not spotting the spy.

Staying in the shadows and silently hoping that my red and blue suit wouldn't attract feline-themed femme fatale attention. Crawling upside down, I tried to catch a glimpse of what she had in her bag, but she zipped it up in a hurry as she stood up and slung it over her shoulder. Keeping myself flat against the ceiling, I held my breath as Black Cat scanned her eyes across the room, and realised that I'd lost track of Black Widow while I focused on the thief.

Obviously hoping to make a quick escape and get out of here, Black Cat began to climb down the shelf. Once she made it halfway down I caught sight of two zapping darts of energy shoot from one of the shelves behind the blonde, which she leapt down to the ground with a backflip to dodge with grace. Black Widow then jumped out from between some boxes, and seemingly having realised than Black Cat's luck powers would make her Widow's Bites useless, she lead with a kick.

The two femme fatales then began to fights between the shelves, as they traded blows, neither one seeming to be capable of overpowering the other as I rushed down to reach them. Neither of the women seemed to want me joining them any time soon though, because Black Cat began to try to retreat back to the vault doors even as Natasha was grabbing her and throwing her up against the shelves as they fought.

Before I could finally reach them, Black Cat, who was seemingly so overwhelmed by the assassin's martial prowess she was retreating, suddenly gained the upper hand. The platinum blonde woman landed a lucky kick right on Black Widows chest, making her gasp for breath as she backpedaled into one of the shelves, which in turn wobbled under the force and toppled down with all of its contents onto the floor. Natasha was only barely able to dive out of the way as it fell and hit the shelf opposite and caused a domino reaction of destruction throughout the chamber. The redhead did however let out a scream of pain, as one of the boxes landed on her foot.

Caught between wanting to help an injured ally and catching Black Cat, who was using her chance to flee through the vault door, I began to swing down to Natasha, until she caught sight of me and furiously spat out, "Don't you dare let her get away! I can take care of myself, this barely hurts, so I'll catch up! Go get her!"

Not wanting to be on her bad side, I listen to Natasha, and swing with all my speed out of the vault after Black Cat as I hear the spy behind me groan as she hoisted the box off of her foot. Now in the corridors, I realised that the power was back on, so Tony must have counteracted however Black Cat hacked the system. Which was marvellous, as I could clearly see the thief sprinting down the hallway with the lights back on. She had a big lead, but people tend to forget how fast I am.

As I ran behind Black Cat she took a look back and let out a gasp of shock as she realised I was the one following her. Not slowing down for even a moment, but showing how surprised her really was, she squeaked, "Spider!? What the hell are you doing here?"

"I should be asking you the same thing, Cat! Why are you stealing from the Avengers? Do you want Thor to hit you with a bolt of lightning?" I barked. The annoyingly sexy thief had the damned audacity to giggle at that, as if I were joking. It only made me more angry with her as I pounced from wall to wall to build up more momentum. Sadly, by the time I was close to catching up with her Black Cat had reached the window she'd cut a hole into to break in through, and shot me a flirtatious smile as she leapt right out of it before firing a grappling hook up to the roof, causing her to soar up.

Shoving my head out the window, I stared up to see the platinum blonde woman waving teasingly down at me as she stood at the edge of the roof a few stories up, until she backed away. She'd really ticked me off now. I jumped out after her, asking myself why she was doing this over and over in my head as I shot webs from both wrists and slingshotted myself up onto the roof, doing a three-point-landing as I slammed to the ground.

Letting out an agitated huff, I stood up and stared down at Black Cat, who was crouched down but had jumped back once she'd heard me land. Her empty black bag was at her feet as she set up whatever strange device she'd just stolen atop the very building she'd just broken into. I had been right earlier when I compared it to a vacuum, while it was clearly some kind of advanced antenna with a touch screen it was roughly the same size and shape as the household device.

Just as I began to march silently over to her, the lucky thief raised her hands in mock surrender as she groaned, "Okay, I know this looks bad, Spider. But I promise you-"

"Shut up!" I shouted, glaring down at her through my mask so intensely she almost recoiled. A frown played across the corner of her lips as she started to stand and my breathing became heavy. "Do you have any idea how much trouble you're in right now, Cat? Any idea whatsoever? These aren't criminals, or pompous and corrupt rich people! You stole from the Avengers! The goddamn Avengers!"

"I know, but it's more complicated than you think, just let me explain," Black Cat croaked, making my heart break into a million tiny pieces as I realised she was starting to cry.

Making sure to soften my voice but still maintain what little authority I had in that moment, I asked her, "What is there to explain? You broke in here, hacked Starks security system, infiltrated their vault, fought Black Widow and stole that thing - whatever it is?" I punctuated my statement by pointing virtuosically down at the antenna. Then, after a moment of thought I began to chuckle to myself as I barked, "And don't even get me started on complicated! Do you not remember the last chat we had? Everything about us was weird enough as is, but I just had to spot you breaking in to Avengers - freaking - Tower! People I trust and admire are now questioning my integrity as a superhero because even as I watched you steal from Earths Mightiest Heroes, I still was looking out for you and hoping for the best!"

"Spider, I didn't want any of this. I had no intentions of you getting involved. I just need this thing for a job and knew that the Avengers wouldn't just let me borrow it. Why would they? I'm a thief?" The platinum blonde woman began to explain, until we whipped out heads around as we heard the roof access door squeak open.

"Actually, that really depends. What do you need it for?" Black Widow queried as she strutted away from the door, her foot obviously healing quickly as she stood besides me facing the feline thief. As she drew closer to me, Natasha did quickly whisper, "I told you I'd catch up."

I can't believe I'm saying this, but I'm in no mood to flirt with Black Widow at the moment.

Black Cat actually had the gall to grin as she saw me getting a bit flustered at what the redhead had just whispered, but quickly schooled her expression as she went on to say, "As I told you recently, Spider, I've been hired by a new employer. A few weeks ago I got a package on my doorstep with a letter, a ton of money and a briefcase full of files and research." She paused to let that all sink in, waiting to see if we had any questions before she continued, "It was all sent by a geneticist called Jonathan Drew, who said his daughter, Jessica, was kidnapped and he was going to be long dead by the time I got his package. He wanted me to track down his daughter because he knew her captors would bring her here.

"This machine here, isn't a weapon or something I'm trying to sell, it's something I need to use to use to save this innocent young woman before anything else can happen to her. It's a genetic tracker, developed by AIM that when connected to their global array of satellites could keep constant track of The Hulk using a sample of his DNA. That was until a few years ago, when the Avengers confiscated it," at that the thief shot a flirtatious wink to Natasha, who seemed completely unfazed by her advances. "Now, without the satellites this thing isn't that powerful, but, with enough power and a high enough position, say atop this tower, it could cover this entire state. With a sample of Jessica's DNA which I already have, and enough time for the device to calibrate and get its initial scans, it can make my search a lot easier."

"That's an interesting story, which leaves me sorely tempted to lend you a hand, but what's so special about this girl that has her being kidnapped and someone with your talents needing to find her?" Natasha wondered out loud, clearly fishing for more. "And why would they bring her here, and how are you so certain?"

"Well, I'm no expert scientist, a lot of Doctor Drew's notes were gibberish to me, but I was pretty sure that because of some radiation poisoning that his daughter had in her youth and an experimental procedure he'd done to save her had left her enhanced in some way. His notes mentioned heightened strength, dexterity, reflexes and something that he just called pheromones that I couldn't quite piece together. The guy was clearly very paranoid, as he left a lot of his notes in a code which I've barely been able to decipher." Black Cat answered, stretching her back and puffing out her boobs as she met my eyes whilst explaining the powers. "As for how I'm so sure she's here now, I saw the van they're moving her about in. I know it was hers because it affected Spider-Man over there."

At that the assassin turned to me with an immaculate raised eyebrow, to which I just shook my head, not wanting to explain how I swung about with an erection the last time I saw Black Cat and the first time I saw the van. I did however cough out, "She's right. That van's weird, I've been tracking it myself on the side for couple of weeks now."

"Perfect!" The thief purred suggestively, licking her lips. "That means you and I can work together on this, Spider. You know you want to."

"Wait one moment, Kitty Cat," Natasha ordered, halting Black Cat's flirting so that she could look me in the eyes and ask, "Do you trust her? Do think this is a good idea?"

"You're leaving this up to me?" I questioned, shocked that the Black Widow would be willing to ask for my stance on this after chewing me out earlier. Her only answer was a nod, so I took a deep breath in and thought things over for a moment, staring over at Black Cat as she smiled weakly over at me. She was being completely vulnerable with us, like she'd been for just a moment that night. "We can trust her. I'll work with her to track Jessica Drew down."

"And if she does anything untrustworthy?" Black Widow specified with narrowed eyes, making the thief and I both gulp out of a mixture of fear and arousal if the platinum blonde rubbing her thighs together was any indication.

"If she does anything, I'll take her in and bring her straight to you. No normal cell can hold Black Cat," I stated sourly, feeling strange declaring my trust in her and then threatening to lock her up. But from the soft smile and teary eyed look Black Cat was giving me, she completely understood where I was coming from and was focusing on the positives.

We all stood in contemplative silence for a minute or so, each exchanging meaningful looks with one another as if we were having another silent conversation that just boiled down to us all saying, "Trust me."

Eventually Natasha nodded her head and looked over at the genetic tracker as she murmured, "Alright, if you two set this up right here right now, I'll go back downstairs and explain the situation to the rest of the Avengers, cool everything over and convince them to let this slide and help out. You can use out power and this roof to do this, I'll make sure of it."

"Black Widow, thank you so much!" the thief squealed, jumping up and down in jubilation. "If there's anything I could do-"

The platinum blonde thief had been cut off in her statement and her attempts to rush over and give the assassin a hug by the redhead raising a hand in front of her face and growling, "I'm not going this for you, Kitten. I'm doing this because my heart goes out to Jessica Drew," the usually cold spy let out a melancholy sigh there before continuing, "I can understand what she's going through. But until this is over, and long after it, I'll be keeping tabs on you." She then turned her gaze over to me, "Both of you."

"Wouldn't have it any other way, ma'am," I joked awkwardly. I earned myself a not-so-rare mental face-palm for that one, but surprisingly enough Natasha gave me a kind smile and an affectionate pat on the back as she nodded her goodbye to me, gave a warning glare to Black Cat, and strutted her way back to the door she came from, giving the thief and eye an eyeful of her incredible ass in that black suit. The once more squeaking awkwardly as she made her exit.

Once the spy was long gone the platinum blonde woman went back to setting up the genetic tracker, humming to herself as she tapped in a code with her clawed gloves and sticking her tongue out adorably as she focused on slotting what appeared to be a strand of black hair carefully into the scanner of the device.

"How long will this take once you get this going," I pondered, leaning back against an air vent.

"I'm not one hundred percent certain," Black Cat answered honestly, staring down intensely at the device despite the fact she was no longer doing anything with it. Even with her domino mask I could tell she was flicking her eyes over at me, before I heard her murmur, "Thank you for sticking up for me, Spider."

Fighting off a blush that my mask would have hidden anyway, I coughed awkwardly, "Oh, it's nothing. Don't worry about it-"

"-NO!" The thief interrupted, her back tensing as she bolted up to her feet, before she whipped around to face me. Her face was flushed with anger, embarrassment and a dash of some other emotion I couldn't quite place as slow tears trickled down the corners of her mask. She growled, "You said you trust me! After the argument we had the other day! After what I said! How can you be so kind to me after everything we've been through? I've tricked you, fought you, hurt you so many times now, and yet your always saying you trust me after all of it! Every - damn - time! How? Why?"

By the end of her monologue I was struck speechless by her words, staring down at her as she had stomped in front of me mid tirade, flapping her arms about and gesticulating passionately. Looking down at her I was once again - as always - struck by how gorgeous she was. Heaven only knows how much and how often over these last couple of years I'd wanted to pull her in, wrap her beautiful body in my arms and kiss her full lips till we were both short of breath. In that moment, more than ever, I wanted to do just that. Just lift up my mask just enough to kiss her.

But I couldn't. I knew she wanted to kiss me too, she'd said more than enough to me since the day we first met to let me know that she wanted to do a whole lot more than that. But I knew that she'd be scared off the moment I even reached for my mask, just like when we'd last spoke. I was certain that she only loved the mask, the idea, the fantasy, that was Spider-Man. So certain that I couldn't say how I felt. All I ended up saying was.

"How? That's easy, Cat. I just trust you, it's as simple as that," I started, smiling softly through my mask as I spoke as gently as I could, scared that as soon as too many nice words left my mouth she'd be scared off again or she'd build those walls back up. "Why? Well, I can understand why that one's not so easy to see. I think the easiest way to put it is, I see the good in you. Or more appropriately, I know you.

"What does that mean?" Black Cat murmured, taking a tentative step closer, meaning our bodies were almost touching as she tilted her head up to look at me.

"You're not just a thief. You're picky about what targets you steal from. Criminals, elite assholes, corrupt officials. You're not the bad apple you pretend to be. You know right from wrong," I explained, growing excited as I realised I was getting somewhere. "And yes, you can claim you go for who you go for because you like taking risks, the thrill of it. But take tonight for example, you were all business, and no pleasure. You didn't joke and flirt, because you had an objective. You only stole from the Avengers to help someone. To save someone. You're good, and you don't want to admit it, but you wanna be."

Swallowing a lump in her throat, Black Cat stared up at me with her big watery green eyes, placed her left hand on my right arm and asked, "That's why you trust me?" in the most fragile, almost broken voice, I have ever heard. It made me wonder what had happened to her to make her so emotionally vulnerable, why trust was such an issue for her and if I could help her. But it wasn't the time for that, so I just nodded reassuringly, hoping to comfort her. The platinum blonde took a deep breath in through her nose and sighed out, "You're a great guy, Spider. You deserve this."

Before I could even process what she was doing, the thief lifted her right hand up to her face and pulled off her domino mask. Whilst the mask didn't hide much, I still gasped in shock as she revealed herself to me, smirking feebly. I was so struck for words I took in her features all over again, from head to toe despite the fact that nothing had changed except the look in her eyes as she stared at me, desperately, choking out.

"Hi Spider-Man, I'm Felicia Hardy," the tears had stopped at this point, Felicia - god what a beautiful name - had calmed those down, but she still looked so vulnerable yet so open in that moment. She was reaching out. For the first time ever in our relationship she was truly reaching out. I couldn't put into words at the time a proper response, it all happened so fast. I was so happy. She'd listened to what I'd said. She cared about me. She trusted me. She wanted me to know her and to know me in return. In my joy though, I took to long to say or do anything, as Felicia - a gorgeous name - began to stammer, "I-I'm - Spider, if this is all too much to suddenly! I can just stick to the mission if I'm coming on too strong, but I had to say it. This has been eating me up for longer than you know and tonight my emotions are so high and-"

This time, I cut her off.

Pulling her into my warm embrace, I rested my masked chin atop her platinum locks, taking a deep breath in of her smell as I held her close. Once Felicia got over her shock, she wrapped her arms around me too, nuzzling her face deep into my chest as she breathed a deep sigh of relief. She was contented in that moment. But I wasn't.

Lifting one hand up to my mask, garnering Felicia's attention as I did, I had to suppress a chuckle as I realised that the first time I was doing this properly, it was the wrong way round. May had found out because of clumsiness on my part. MJ and Gwen had both figured it out and confronted me. All of those times, they had come to terms with Peter Parker being Spider-Man. But now, here I was, Spider-Man, about to reveal that I am Peter Parker.

Gazing down at Felicia's wide, hopeful and admittedly curious eyes, I took a deep breath in, and yanked my mask right off. "Hi Felicia, it's nice to meet you. My name's Peter Parker. I'm a senior at Midtown High."

Unlike when she'd revealed her identity to me and I'd gasped, I thought Felicia stayed remarkably composed seeing me for the first time. If anything I'd say she looked happy, if not excited. She let out an adorable little giggle that I'd heard many times over the years during one of our fights or chases, that would have made me worried about how she saw me a few weeks ago, but now after being with May and Mary Jane and Gwen I could read women better. She was ecstatic.

Reaching a hand up to my face gently, running her fingers along my neck as she did so, Felicia stroked her gloved fingers along my strong jawline and my cheeks. She took in each detail of my face with utter glee, which made her look more beautiful than ever. She pinched my ears, stroked her hands through my short, messy brown hair and stared up at my hazel eyes. All the while she smiled widely.

"High school?" she chuckled, making me laugh heartily as I answered.

"Senior? What, is eighteen too much of an age gap for you?"

"No, I'm nineteen, I'm more than okay with that," Felicia cooed, nuzzling into my chest again and rubbing her thighs together as she moaned, "Peter."

"Heh, brilliant. But, if you don't mind, Fel, can you still keep calling me Spider," I asked, earning a perplexed eyebrow raise from the thief in my arms, "Because it actually makes me sound super-cool. Like a super-cool biker."

"Oh my god! How are you this hot and still a dork?" she purred affectionately. "And why does it make me want you more, Spider?"

Chuckling, I scratched the back of my head, trying desperately to ignore my growing bulge at her suggestive words and hoping she wouldn't feel it pressing up against her. "It's nice to know that you like what's under the mask, Cat."

"What's not to like? Now I have a hold of you, I know for sure these muscles are real, and your face alone is sexy as hell. I can't wait to see those abs or..." she shuddered erotically, "that huge dick I feel grinding against me."

Freezing, I glanced down to see Felicia smirking as she seemed to be enjoying finally feeling my cock and getting to see me all flustered over her teasing. The damned vixen. I'd need to show her what teasing me would get her. But not yet. We'd just made a massive leap in our relationship, I had to be honest with her, since things were so serious now. I pushed my embarrassment aside for now, schooled my expression and began to talk directly to the platinum blonde as she rested her head on my chest and gazed up at me adoringly.

"Felicia, I'm so happy about all of this. Now that I've shown you who I am, I feel I can tell you I like you a lot -" I started, only for Black Cat to butt in.

"- I love you too, Spider."

"Yeah, I love you," I smirked, caressing her face as we looked one another in the eyes. "But there's a lot I have to explain. If this had happened last time, I probably would have told you my story, about my life and how I got my powers and why I use them the way I do. But that has to wait for another day, because there's something much more pressing I need to explain to you."

"What is it, Peter?" the feline criminal questioned, concern written across her face as she put a hand on my shoulder, "Are you in trouble? Do you need my help with something."

Shaking my head I held both of Felicia's hands in mine as I looked her in the eyes and admitted, "Felicia, from the last time we spoke to now, I've entered an open relationship with three women, my two girlfriends Mary Jane and Gwen, and... and my Aunt May." Shock crossed her face in an instant, but she didn't rear back or say anything, she just looked at me, confused but curious. "First things first is, May's my aunt by marriage with my late Uncle Ben, but I've lived with her for years. She and I only got together because when she found out I was Spider-Man a few other emotions between us came to light and we just wanted to share them. We were tired of secrets. From there I got with my friends and long time crushes MJ and Gwen, who had figured out my secret identity themselves. We all love each other, they can't keep up with my stamina and they both have huge crushes on May too, so they were all for our relationship being open."

"That's...a lot," Felicia stated, seemingly trying to process the pile of information I dumped onto her. Suddenly her eyes shone brightly as she wore a cat like grin, "Weren't those two hot girls I once saw you save called MJ and Gwen? Smoking hot redhead with a big ass and an adorable blonde with sexy legs?"

"Yep, you're right on the money with that. I can't lie," I concurred, nodding along as the platinum blonde's grin somehow grew wider, as I began to gush over my girlfriends, "Mary Jane wants to be famous and she's got the talent and looks to actually do it. She's modelling and acting in as many things as possible to make a name for herself. Her and Gwen have even started a band together, which she's the lead singer for. Gwen on the other is a nerdy scientist like me, but she's really good at ballet and the drums. I shouldn't be telling you this, but she's also really kinky."

"Fuck, you're a lucky dude, Spider. You're making me wet thinking about you fucking those hotties... How kinky are you talking? Scale of one to ten?" I held up seven fingers. "And you've only been fucking her for a week! Shit I have to meet these girls!"

"Wait? So you're not grossed out by me?" I guffawed.

"No, why would I be? Yeah, it's not the norm, but I'm fine with it, especially if you're so good three women can't slow you down," Felicia purred, running her hands along my abs teasingly as she licked the corner of her lips, "And if I'm being perfectly honest, Peter. I like women just as much as guys, so I was probably going to suggest a threesome to you at some point anyway."

"Oh fuck, you're perfect," I groaned, rolling my neck as she began to bring one of her hands down to grab a hold of my cock through my suit.

"You better believe it, Spider - Anyway's, as for your aunt, I don't really mind all that. I once had a one night stand with twin sisters who were very well versed in how to fuck each other. Compared to that, you and your aunt are tame," Black Cat cooed in my ear, before husking to me, "Now, before I get too horny from all this talk, and before I finally get to kiss you. Can I please see a picture of May? I bet she's sexy."

Little does she fucking know.

Pulling out my phone, I clicked on the most recent picture I had of May. It was one that we'd intended to be sexy enough for us while not being too obvious if anyone else saw it on my phone, which made it perfect for showing Felicia here. It was one where she was wearing a loose fitting, sexy red to blue gradient blouse, which she had tied at the bottom instead of fully buttoning, along with tight pale blue jeans which hugged her ass perfectly. She wasn't wearing her glasses here, but she had a cute smile across her face and was waving some papers around alluringly.

The moment I showed the platinum blonde the picture, she moaned, "She's fucking gorgeous! I don't even think calling her a MILF is enough!"

"Yeah, I've heard that one a lot," I chuckled, "You have no idea how many people in my school have crushes on her and have admitted as much to my face. Even my best friend has described in great detail how hot he finds May, but thankfully he's calmed down about it since he got a girlfriend."

"I don't blame him, she's a fucking goddess!" Felicia gasped, and I suddenly realised that she was starting to stroke her pussy through her suit. The thief must have noticed me checked her out as she started to masturbate, as she bit her lip and grabbed me by the back of my head and moaned, "And I can't blame you for fucking her either, I'd do it. And I'd do you too."

"Well I think I got you way too horny way too fast," I groaned, running my hands along her back, down to grab a hold of her sinful ass through her tight black suit. "We haven't even gotten off of the roof yet, Fel. And we only just got you back in the Avengers good books."

"But Spider, I like being a bad girl," she whispered in my ear, teasingly trailing feather light kisses along my upper neck and jaw before she was an inch away from my lips. "Don't lie to me, Peter. You think it would be hot if we fucked right here, on top of Avengers Tower."

Despite the groans that were forming in the back of my throat, I mumbled, "What if they find out, or see us? What if Black Widow comes back?"

"Why do you sound so worried? That would just make it hotter," Felicia purred haughtily against my lips. "Imagine it, all of the Avengers hearing how good you were fucking me, all the way up here. Black Widow coming up to check on us and seeing more than she bargained for. She'd probably get so hot and bothered seeing the two of us going at it -" I let out a needy cry as she said that, making the thief giggle playfully, "- would you like that, Spider? Black Widow catching us and fingering herself as she watches? Maybe after a while we'd even ask her to join."

"You were right," I grumbled, "You are a bad girl."

Putting on a clearly fake innocent pout, Felicia whined, "Does that mean you're going to punish this naughty little kitten, Spider?"

I didn't bother saying anything else, words were nowhere near as good of an answer as what I did. Grabbing Black Cat by her ponytail, I tugged her that last tantalising inch closer to me. Finally, I was kissing her. And it was perfect.

We were passionate, demanding and needy for one another's affection. Hungering for each others lips and tongues to the point of near insanity as we made out hotly, battling for dominance of the kiss like we were in a frenzy. Both of us were moaning desperately as even a kiss as fulfilling as that one left us hankering for more and more. We'd finally tasted one another, and I began to worry that it was too good that neither of us could ever be truly satiated again.

Which was really fucking hot.

Kissing May, Mary Jane and Gwen was just as good as with Felicia. They were all amazing in every conceivable way, and so different in how they kiss, meaning I couldn't possibly rank them. May was the most experienced, she knew her own limits, but she also knew where she shined and how to make a kiss that much more fantastic. Mary Jane on the other hand, brought a fiery passion, fuelled by her raw emotions, every kiss that meant that even if it was just a quick peck you could feel every ounce of love behind it. And Gwen was at the start always so subtle and subdued until she couldn't hold herself back anymore. What she lacked in experience she more than made up for with excitement and her perfectionism, that just made her technique get better and better every time.

Fuck, I'm honestly the luckiest guy in the world. I hope that doesn't jinx me.

As I began to trail kisses along Felicia's neck, making her moan for all of New York and especially Avenger's Tower to hear, and no doubt marking her with a few hickeys along the way, my hand's finally got to explore her amazing body as they pleased. I first ran my fingers through the white fur lining of her suit, allowing one of my hands to find its way gracefully to her incredible, partially exposed cleavage. The other found its way to her firm, round ass.

Felicia let out a whimpering mewl of glee as she felt me squeeze her tits and ass at the same time, having the time of my damn life as I gazed down at her huge boobs and watched them jiggle and contour with each time I squeezed. No doubt I was grinning like a fool, but I wasn't the only one. Black Cat seemed to really like what I was doing, as she wrapped one of her athletic legs around my waist and began to hump my dick. Moaning up a damned storm, she tilted her head back as I began to feel how damp her soaked folds were starting to make her suit.

Groaning, I gave her one more quick kiss on the lips before husking against her lips, "I can barely stop myself from ripping this sexy little cat suit off of you, Felicia."

"Go ahead, Spider!" She gasped, grinding her covered folds against my erection as she stared me in the eyes intensely. Grabbing me by my hair, she pulled herself up closer to me as she whimpered, "I'm a bad kitten! Your naughty little girl, to fuck and use and punish as you see fit! I was really bad tonight, so punish me Spider. If I'm a naughty girl, tare apart this suit. It doesn't matter, as long as it pleases you! I have spares anyway."

"What about getting home, do you want people to see you naked?" I myself don't know why I even bothered to ask that question, I already knew the answer. Felicia herself didn't even answer it, she just moaned whorishly at the idea alone and whimpered as she ground down against me. Chuckling, I took my hand off her breasts and grabbed the front of her suit, smirking as the platinum blonde let out a delighted gasp, "Well, you've been a bad kitten, Felicia. It's time I show you how to be a good girl for me!"

With that I ripped her black suit in half, subconsciously praying she was telling the truth about having spares and hoping that I left this one in good enough condition that with a couple of webs I could hold it together for her to get home later. But the main focus I had was on what I finally got to see as Felicia shimmied out of the torn remains of her suit, accidentally sending her hair pin tumbling to the ground and allowing her platinum blonde hair to flow down alluringly.

Underwear must not have been something that crossed the thief's mind when putting on clothes today, or when letting me tare apart her clothes, as I was met by the sight of her completely uncovered body. And was she gorgeous. Felicia looked stunning, her hourglass figure taking on new meaning, since I could just look at her sinful body for so long that time would lose all meaning. Pale skin, 28D cup tits, a small waist and wide hips for her big round ass that was almost as big as MJ's. And then there was the cherry on top, the sight of her shaved pussy, already wet as the ocean because of me - and admitted Natasha as well.

"Good god, you're stunning," I mumbled, pulling her into a more gentle, but still emotional kiss, as I caressed her sides, making my way to hold her large tits. Once I had a hold of them Felicia purred into my mouth, running her hands through my hair as she began to tug at my suit too. Not having my own replacement on standby, I pulled her hands off of me and growled against her lips, "Now now, be patient, Cat. You'll get to see me soon enough. For now though, get on your knees."

"Yes, sir," she moaned, immediately kneeling down with a gleeful grin as she sat facing my raging hard, barely restrained boner. Fishing my hand into my suit, I pulled out my thick twelve inch cock and smirked with pride as I saw the platinum blonde's green eyes widens with excitement before she squealed, "Oh my god, Spider! I knew you were going to be big, but that thing's a fucking weapon! You might break my tight little pussy with that thing. How do your girls handle this thing?"

"Much better than you'd expect," I laughed at her shocked face as she tentatively grasped my cock with her gloved hand, her awe intensifying as she realised I was so thick her fingers couldn't touch. "It takes some getting used to, and a bit of prep though. But once you get used to it they tell me it gets a lot easier."

"I'll have to take their word for it," Felicia purred, pumping her fist along my dick as she inched her mouth closer to the bulbous head of my cock, her big bright eyes locked with mine as she added, "By the way Spider, for what I'm expecting out of you, you should know my safe word is Kansas. If I can't talk, if I tap your hip three times I want you to stop. Okay?"

Nodding, I asked, "What are you expecting out of me?"

"You said you were going to punish me," she giggled, playfully licking the tip of my dick before she asked in a sing-song voice, "Where did all that confidence and authority go?"

"Oh, it's still there. I'm just making sure we have a good understanding before I sink back into," I explained, stroking the back of her head reassuringly with one hand while scratching the back of my own with the other, bashfully. "You need to remember, I'm still very new to all this."

"Well then, I'll make this crystal clear," Black Cat mewled, still jacking me off as she fingered herself. "Unless I say Kansas, I want you to use me. You're claiming me tonight, Spider, so make me yours. Then we can do all that lovey dovey crap later."

Grinning down to her in understanding, I bunched up her hair in my hand to hold her in place as I shoved my dick in her face, slapping her cheek with it as I ordered, "Alright then, Cat. Give me a blow job, and if I like it enough, I'll let you use your tits to finish me off."

Felicia seemed to be more than pleased to do that, as she took the tip of my dick into her mouth, stretching her lips from the girth as she circled the glands with her tongue with a moan. Her eyes rolled back as she bobbed her head along it, pushing it slowly deeper and deeper inside of her mouth as she gurgled saliva around it, giving my cock a nice and messy blowjob for the ages.

Gagging herself along the way, Felicia took me almost all the way to the base as she forced herself further down my shaft, only missing the last couple of inches of my dick as she started to run out of breath. Pulling off of me with a satisfying pop, the platinum blond woman panted for breath as she stared at my cock hungrily, licking her lips as she huffed, "I should have taken you all the way!"

"You're doing great, babe, don't worry about it," I reassured her, guiding her head back to my shaft as she ran her tongue down the entire length of it, leading to her lapping at my balls and sucking them one at a time. As I closed my eyes and tilted my head back in pleasure, I groaned, "If you want to deepthroat it, I'm sure May would be up for teaching you. She certainly liked teaching Gwen and MJ last night, I think she gets off on it."

The thief could only moan blissfully into my balls as I told her that, making her rub her folds more furiously, clearly getting turned on by the idea of my sexy aunt educating her further in the ways of sex. It honestly turned me on too. Felicia was clearly much more experienced than Gwen and MJ, since I'd taken both other girls virginities, but she was still inexperienced when put up against May. The platinum blondes slutty and exciting technique would only be refined by my aunts guiding hands, and the thought of the two of them together, and even with Gwen and Mary Jane too was pushing me closer to the edge.

Not being a telepath, Felicia had no idea I was getting close to cumming in a couple of minutes, so she enthusiastically pulled away from my balls to immediately dive down and once more give me some of the best head of my life. She used her tongue expertly to tease the crown of my cock, turning me into a groaning mess, thrusting my hips mindlessly down her throat because of her efforts.

I could just cum right down her throat! Felicia's so good at this. If she learned to deepthroat me that just wouldn't be fair.

Fighting off my lust filled thoughts, intending to keep to our deal, I grabbed her loose - now sexily mussed up - hair, and pulled her off of my cock. Smirking as I heard her whimper and desperately try to take me back inside of her mouth, I grumbled, "No, Cat! You did such a good job for me, but you still have to do as I say."

"Do you want me to use my tits now, Peter," she cooed, fluttering her eyes up to me past my swaying hard cock. One of her hands still playing with her clit whist the other pushed her boobs up.

"Not just yet, Felicia," I chuckled, patting her head affectionately, causing her to nuzzle into my hand. Crouching down, I knelt at her level, smiling fondly at her as I gazed into her green eyes whilst running my fingers adoringly over her toned stomach, down to the outskirts of her dripping folds. Black Cat's needy mewls of pleasure could probably be heard by everyone in the tower as she humped my hand to try and get me to please her, but she didn't care, as I toyed with her during her vain attempts to get off as I would pull my hand back every time she raised her hips to them. Grabbing her firmly by her now messy locks of platinum blonde hair, I pulled her face closer to mine as I added authoritatively, "Now now, Cat! You've been such a good girl for me so far, you wouldn't want to ruin that and be bad now, would you? Say the magic word for me."

"Please, Spider! Please, I don't want to be a bad girl! I'll be a good girl! Please just make me cum, I'm so close!" the world renowned thief begged, her cheeks flushed, her throat horse and her breath panted out and shallow. She was obviously loving how control I was, despite my lack of experience in this particular branch of sex. Felicia even began to pout sexily as she whined, "Peter - baby - please! I'll do anything."

"That's my good girl," I grinned, pushing two of my fingers into her sodden depths in one fell swoop, making Felicia let out a blissful wail as her legs thrashed in shock. Building on that, I flicked my thumb over her clit repeatedly as I thrust my fingers back and forth fast, curling my fingers up to press against her G-spot to really make her give out spasming cries of passion.

Having to use both her hands to hold her steady as I pleasured her, Felicia could do nothing but writhe and cry out with glee each time my fingers brought her pleasure, tightening her slick velvety walls around them as she did. The thief moaned with all her heart as I toyed with her folds with one hand, until I thought back to my previous evening with my other lovers and eased my spare hand up to her neck.

Gently, I wrapped my fingers around her neck, being careful not to startle her or be too forceful, but still strong and bold enough to display my intentions. Felicia, being caught up in her own pleasure as she humped my hand, didn't seem to realise what I was doing, until she attempted to arch her head back as she howled with ecstasy, making her flex her throat against my hand which barely restrained her.

The moment she realised what I was doing, her eyes widened as they met mine before they rolled back like she was drunk on pleasure and close to passing out, her body convulsed and she mewled lewdly.

Grinning like a champion, I tightened my grip, testing the waters of how rough she wanted me to go on her. Presumably being startled by this move, Felicia shifted her hand to my thigh to maintain her balance, but she didn't tap it, so we were still in the clear. She didn't want me to stop, so I didn't.

Finger fucking her had left my hand slathered in her pussy juices, as I had reached the point where I was shoving three fingers inside of her. Felicia was getting really noisy because of that and how turned on she was getting from me gently choking her, proving to me finally that she was a bit of screamer. So, while I internally knew that if her being loud were to have caught anyone's attention inside the tower or down in the streets below she would have done it by now, I outwardly scowled (wanting to keep up this domineering persona she seemed to like so much) as I strengthened my grip on her throat, cutting off her pleasured gasp and making her face go even further red.

"Be quiet, Cat. We don't want the whole city to hear you cumming, now do we?" I whispered huskily against she ear, making her choke out a moan as she thrashed in the early stages of her orgasm. Her face was now beat red, almost turning purple as sweat and tears blanketed her cheeks, her eyes shut tight as she tried - and failed - to make herself stay quiet. "Aw, do you want everyone to hear you? Do you want everyone to know how much a slut you are? Do you want the Avengers to come up here and see that you're mine? Maybe you want Black Widow to watch as I make you scream and cum, as if you're showing off?"

Based on the way that Felicia squirmed and dug her fingernails into my thigh, she was really liking how I was talking to her, so I kept it up.

"Yeah, you do, don't you? You want to act like the slut you are, Cat. It's a shame that that makes you a naughty girl," I teased, enjoying the way her eyes shot open with shock at my words alone.

Felicia rolled her hips desperately into my hand as she whined,"Nooo, I'll be good, Spider. I promise! I'll be a good kitten for you!"

"If you want to be good, all you have to do is scream my name as you cum for me, then you'll be a good girl in my eyes. Okay?" I cooed gently, despite my grip on her throat and my ruthless pounding fingers and clit teasing thumb making her spasm and shake. Before I'd even finished my sentence Felicia was nodding her head and agreeing needly, which made me grin like a fool as I ordered, "Oh yeah, cum for me now. Once you do, I'll let you finish me off this round with those heavenly tits of yours. If you're really good, maybe I'll get you a nice collar some time, Cat. To let people see you're my good girl."

It was with those words that Felicia shot off the edge and came, crying, "Ooo fuck yes! PETER!" as her whole body shook, her legs especially, as her tongue lolled out, her eyes rolled back and she squirted all over my right hand and forearm. For over a minute she came, moaning whorishly as she rode the waves of her climax to completion. Once that was over, and I'd released my hold of her throat, the platinum blonde thief slumped forward into my chest with a satisfied sigh.

Caressing her head lovingly, I eased her out of the aftermath of her intense orgasm carefully, kissing her on top of her head and on the lips before slowly transitioning from easing my digits out of her soaked folds and bringing them up to her mouth expectantly. Being the slutty, submissive and obedient girl that she was, Felicia was more than prepared to take my fingers into her mouth, sucking them hungrily like they were my cock and moaning lewdly as she tasted her own release without a care in the world.

Once I was satisfied with her work, I pulled my fingers out of her mouth and licked the last traces of her cum off of my hand, enjoying the sound of her whining excitedly at the site, before I swooped back down to kiss her swapping her sweet tasting pussy juices between us as we gave into our passion. As we embraced, I stayed mindful to remain dominant and in control, but still gentle and caring in the direct aftermath of her release, expecting Felicia to get all the more turned on by that treatment.

As I had expected, the feline-themed femme fatale was more than responsive to that, as with every gentle, loving touch and commanding gesture, she purred into our kiss. She had to pull away to bite her on bottom lip when I'd grabbed ahold of both of her magnificent breasts at once, since she seemed highly sensitive there. Grinning smugly at that, I dove down and began to squeeze and tweak her nipples playfully as I sucked on both of her areoles. That had Black Cat singing like a canary.

After a while of ensuring that she was both comfortable after her orgasm and prepared for what was to come, I signalled her to get back on her knees as I stood up, stroking my foot-long cock whilst I stood before her. Once she realised what I was about to have her do for me, Felicia looked like the cat who'd got the cream. Which if I had my way, she certainly would soon.

That was a dumb joke... but dumb jokes are basically half of what I actually say.

Swinging my dick from side to side, enjoying the way that Felicia's eyes tracked it like I was hypnotising her, I waited patiently as Felicia inched closer to me and presented her tits to me. As I slotted my shaft between her breasts she immediately cooed enthusiastically and brought her hands up to press them around my shaft, more than a few inches being able to poke out past her large tits, even before she began to give me my first boob job.

Bouncing up and down and stroking my cock with her tits, the platinum blonde moaned as she pleasured me, her sensitive tits getting their own satisfaction from being wrapped around me. I myself began to groan, since I'd been staving off my orgasm for a few minutes already now and was really turned on by this entire situation.

Thrusting my hips into her, I felt the tip on my cock bump against my lovers chin, causing her to instinctively open her mouth wide and take the few inches of my shaft that poked out past her boobs into her mouth. Trailing her tongue along my sensitive glans, she moaned heartily, sending reverberating pleasure shooting through my body, making me groan loudly as I brought a hand down to clutch and guide Felicia's head.

"Oh fuck, baby! That feels so good," I husked sexily, pushing Black Cat's head further down my shaft as she worked her tits along my lower half. At the praise, she looked up at me with her big green eyes shimmering with pride and arousal, looking so sexy that I felt my balls throb and dick twitch inside her mouth, making me groan, "Felicia, I'm close! Be a good girl and open wide."

Soon I pulled my cock out of her, jacking myself off as Felicia knelt down, her eyes locked on mine as she opened her mouth wide, stuck out her tongue and held up her tits, presenting herself as a target for my cum. Grunting, I shot out rope after rope of cum all over her, blasting my load first across her face, before splattering her amazing tits and giving her a pearl necklace, before finishing off my spurting the last of my load over her tongue and inside her mouth.

Licking herself clean, Felicia moaned delightedly as she tasted my cum. She stared me dead in the eyes as she did it too, running her fingers along my chest and grinning like the Cheshire Cat as she purred, "You taste amazing, Spider! I think you've got to feed your kitten her new favourite milk again soon. I really wouldn't mind sucking on that python of a cock a second time."

Just as she was about to reach back for my still rock hard erection once more, I cut her off, "I'll take you up on that another time, Fel. Probably after I get a chance to go down on you, but for now, I'm thinking we move on." Black Cat pouted like a petulant child at that, distraught at the prospect of not feeling me deep down in the back of her throat again, but once I pulled her to her feet and looked at her sternly, I saw her excitement return, especially when I authoritatively ordered her, "Lean your back against the air vent and put your hands up above your head for me. It's time for you to be properly punished for being so naughty tonight."

"Yes, Spider~" she mewled promisingly, sauntering over to the air vent obediently with a sexy sway to her hips that would have given Mary Jane and Black Widow both a run for their money. Once she'd done as I'd said, presenting her breasts to the cool night air, her hands crossed high above her and her leaking pussy barely hidden between her long flexible legs, I raised my hand suddenly and shot a web straight at her hand, sticking her to the vent. Squealing with surprise, Felicia flinched as her hands were suddenly bound above her, before mewling with pleasure as I lifted her legs up to her sides and webbed them up to, keeping her tied to the vent without covering that much of her. Needless to say, Felicia was eyeing me up hungrily after I did that, "Oh Peter, this is just how I like it! Leave me all tied up and vulnerable for you to use. Fuck me with that massive cock of yours!"

"Hush," I put a finger to her lips warningly, matching her wide sparkling green eyes with a cold stare as I got her to stay quiet. Once I was certain that she was listening to me, I rolled my shoulders, making a few satisfying cracks pop from my back as I relieved the tension with a sigh, before I brought my hands to the platinum blonde thief's thighs and held her up in my arms even when she was already tied up, to make sure she was comfortable. Now being pressed between the cold metal wall of the air vent and the warmth of my muscular torso, my dick poking at her stomach, Felicia let out a throaty moan as she humped against my dick, covering it in her juices.

Drawing my hips back, I lined the tip of my cock with her folds, making Felicia whimper feebly as she bit her lip to keep herself quiet. Once I could tell we were both ready, I eased the tip past her folds inside of her, her pussy proving to be incredibly tight when my squeezed inside of her and the Black Cat threw out any pretence of being quiet as she screamed, "Oh my fucking god, Spider! You're so thick!"

"I told you to be quiet, Felicia," I growled, loosening my hold on her thighs to make her drop down slightly as I thrust upwards into her, forcing half of my shaft deep inside of her. Upon this further penetration the thief mewled loudly, crying out to the night sky as her arms and legs shook with pleasure, fighting against their restraints. After what I'd experienced with the girls last night I could sympathise with her struggles, but the I kept her webbed up because I knew this is how much she was liking this based on the way her vice like walls gripped around my dick, massaging it erotically as I pleased her. Stopping myself from groaning as I enjoyed her wonderful depths, I instead held all of her weight easily in one hand as I brought the other up to the side of her face.

She must have thought I was about to caress her face, because she craned her neck to lean against my hand softly, nuzzling into it as she moaned passionately, "I'm sorry for breaking the rules, Peter. I don't mean to be bad, you just feel so good inside of me. You're already better and thicker and deeper than anyone else has been!" At that Felicia began to roll her hips into my dick, which was still barely halfway inside her as her pussy drooled drops of her juices down the thickly veined shaft. And she moaned at each new inch given and taken away as she worked her hips atop me, her limbs still fighting to wrap around me, but her eyes still trained on me, when she purred, "I guess I can't help being naughty, so you probably have to punish me more, Spider~"

This fucking vixen!

Smirking, I looked down on her as she rode me as well as she could while restrained. Even with all that I'd pushed into her and her pussy desperately trying to pull more of me within her, I still had a lot of length left to give, and Felicia was already very worked up. She was going to cum soon no matter what I did. So why not give her what she want's in a way she'd never expect?

Before she could process what I was doing, I brought my hand away from her cheek and clasped it tightly over her mouth, thanking my insane strength and stickiness for ensuring that I kept a hold of her while still not harming her. Felicia - the kinky bitch that she was - only moaned louder as I cover her mouth, the surprise and thrill of it all making her folds grip tighter around me as she spasmed and thrashed on instinct.

But I wasn't done yet.

I immediately thrust the rest of my cock all the way inside of her, filling her and stretching her in ways that she'd probably only dreamed of. She screamed ecstatically against the palm of my hands, her nose breathing hot and heavy burst of air as her flushed breasts rose and fell quickly. With that simple move she was so close to the edge, she just needed one more nudge, and I knew just what to do. Leaning closer to her face, I rested my forehead against hers, my brown eyes staring into her green ones, I murmured, "I told you to be quiet. Now make sure to enjoy your punishment!"

Her eyes literally rolled into the back of her head as she said that. The platinum blonde ground her hips down on the base of my shaft as she wailed out her orgasm, squirting all over me as she shook with pleasure. Most other times, I'd calm down at this time, give her time to rest and ride it out. Not now though. No, she was meant to be punished right now, and that was exactly what I was going to do.

"If you want me to stop, lick my hand!" I ordered, having reminded myself that she couldn't tap out or use the safe word since I was covering her mouth and she was webbed up. With that out of the way, even as Felicia was in the midst of her orgasm, I began to thrust my cock in and out of her, using all of my length to my advantage. My other hand was still holding up her thigh, lifting her up and down and squeezing her when possible, but I slowly brought it up to her ass, which she loved if her moans each time I slapped her ass were to be believed.

Pounding her skilled pussy was incredible, I filled her to the brim and her muscles worked my shaft so well. Her orgasm had finally faded again, so Felicia was now able to focus her strength and meet me thrust for thrust. With each moan and high-pitched squeal, I kissed her all across her face, with each time her folds clenched around my cock I thrust into her even harder. The sound of her muffled screams and moans filled the the air, and I began to hear the sound of pounding metal, which I realised was Felicia's perfect ass banging against the air vent every time I thrust into her.

Silently hoping that the sound of us fucking didn't actually fill Avengers Tower, I ignored that possibility for the time being, much rather preferring to focus on making Felicia cum over and over again. If the Avengers did find out about what we were doing up here and make a big deal out of it, I'd deal with the consequences when they came. For the time being, I was having far too much fun to stop any time soon.

Felicia probably would have agreed with me, as she cried out enthusiastically against my hand, her tears trickling down her face as she pushed her large chest forward, pressing her tits against my chiseled torso. Her arms and legs had by now stopped tugging at their restraints, as she now used all of her energy to keep up with me, but every time I reached certain points inside of her or brushed against her G-spot she would tense up all over and then let out a desperate wail which was smothered by my hand.

Soon she was bouncing atop me at an unpredictable speed, working so hard and fast that the muscles of her arms, legs and abs were all flexing, and her flushed body was sweating buckets. Black Cat closed her eyes tight as she rode me desperately, my balls slapping her ass and the head of my dick hitting deep inside her folds every time I pushed inside of her.

Suddenly her hips convulsed as her legs began to shake. She was cumming again and this time she was going limp because of it. Fucking her through her climax, I squeezed her ass and silenced her noisy cries of passion as she squeezed around me, but I was nowhere near done. Grinning from ear to ear, I watched as she came undone because of me yet again, stalling my movements once she was done, leaving her panting heavily against my hand as her eyes fluttered and she dangled from the webs.

Pulling my hand back from her mouth, Felicia moaned wearily, tired and pleasure out of her wits as she could barely lift up her head to smile at me. Meeting her smile, I kissed her lovingly on the lips as I pulled my dick out of her despite her needy whimpers, still rock hard and ready to go. Holding my cock in my hand as the thief collected herself, dangling there in front of me from my webbing, I couldn't help but murmur in awe, "You look fucking perfect, Cat!"

"You're goddamn right," was all she could pant out in response, tossing her damp hair back as she met my eyes, a blush still covering her face. "When are you gonna come back over here and fuck me, Spider? I'm not done yet!"

"Is that right?" I pondered, stroking my cock for a moment as I enjoyed the view. Felicia didn't seem to appreciate the teasing, as she wiggled feebly against her restraints, making her curves bounce and sway alluringly while she whined for me. Nodding along, my eyes fixed on her pleading pouting face, I pulled out my anti-web formula and poured it over her restraints, freeing her legs first and then her hands, chuckling, "Well you have to promise not to over do it. I don't know where you live, so can't exactly swing you home while you're exhausted."

The moment she was freed, the platinum blonde thief pounced on me, pulling me in for a passionate tongue filled kiss. She wrapped her legs around me, her arms winding their way around my neck and her hands stroking through my hair whilst my hands grabbed a hold of her waist as I spun us away from the vent and went down to my knees, setting her down on her back as we made out.

Before I could fully process what was happening Felicia used her nimble thieving fingers to sneakily guide my shaft back into her waiting pussy. We both moaned as I sank back into her drooling folds in one swift and even stroke. Her eyes literally crossed and her toes curled as she took me all the way in this new position, but she was able to keep enough cognisance to keep her legs tightly wound around my waist, ensure that I could fuck her into a whimpering puddle like we both wanted.

Drawing away from our kiss, I smirked as kept her tongue hanging out lazily in her pleasure, panting like an animal in heat as I fucked her rough and raw. On that note I realised I wasn't wearing a condom, but just thought that I'd pull out when I needed to. Oh what a fool I was to think that even when Black Cat was on my side things would go to plan.

I found myself entranced by the way her boobs jostled with the rhythm of our fucking, and couldn't help myself but reach my hands out to squeeze with them. They were at that moment my favourite distraction and Felicia revelled in that as she wound her legs even tighter around me waist, crossing her ankles above my ass. As I first tensed up and noted my now quickly approaching release, my lover moaned gleefully and her eyes sparkled, but I thought that that was solely to do with the way my dick felt inside of her and how I was pleasuring her breasts.

But there was a third reason.

Pumping my shaft in and out of her as I felt her folds grasp around me, both of our orgasms rushing to us like speeding trains, I gasped out, "Felicia, I love you!"

"I love you too, Peter," she screamed to the heavens, wrapping her arms around my neck and pulling me down to look me in the eyes as she purred, "Please cum inside of me! Mark me as yours, Spider!"

"As much as I wan't to I can't-" I was cut off from trying to quickly explain things by my knee suddenly slipping - a sudden moment of bad luck - bringing me even deeper inside of Felicia as my dick began to twitch and my balls tensed, before Felicia pulled me in for a powerful kiss, silencing any further explanation. Her legs kept me in place, unable to pull out or do anything, and in the back of my head I heard a soft voice telling me what happened to May was just a fluke and to enjoy the moment, so I didn't fight it.

Felicia was the first to cum, but I followed soon after her. I pumped rope after rope of thick seed inside of her, filling her to the brim with my cum, making her moan contentedly as I pulled out of her to shoot the last few spurts over her belly, thighs and ass. Pulling back from our kiss I watched in awe as my cum began to leak out of her thoroughly fucked pussy and realisation sank in.

"Oh fuck!" I wheezed, still hanging over the thief as she panted and moaned from the aftermath of cumming and being creampied. Her legs wobbled like jelly as she sat up and looked at me curiously, reaching out a hand and placing it reassuringly on my shoulder.

"Hey, it's okay, I wanted you to cum inside of me. I asked for it," she purred, leaning in to kiss me on my forehead. "Don't worry, it's a safe day and I'm on birth control. I'm not ready for a kitten of my own just yet!"

Despite the fact that she was joking, I couldn't help but worry even more as I repeated, "Oh fuck."

"Okay, seriously what's wrong, Spider?" Black Cat questioned.

"The only other person I've cum inside of is May," I began to explain, feeling really awkward having this chat in the direct aftermath of us having sex, especially since Felicia was looking so baffled. "She woke up the next morning with powers just like mine."

There was a long pause before Felicia burst out laughing, rocking back and forth as she giggled like crazy, squealing, "That's funny, Peter!" After a while of laughing, she seemed to realise that I was unimpressed and she giggled meekly, "You are joking, right?"

"Do I look like I'm joking?"

"Damn... You fucked Spider-Powers into me... That's really hot," she grinned, wrapping her arms around me as she kissed me on the lips again.

"This is serious, I'm not sure what's going on. I made a really stupid choice right there," I grumbled, even as I fought off a grin at being kissed again. "I don't know if there are other side effects, I haven't had a chance to run any tests."

Felicia just shrugged, "So find a way to run some tests. Everything will be fine. Anyway, I already have powers, so I think I should be safe."

"Yeah, you're probably right," I conceded, pressing my forehead against hers.

"Correction, I'm always right. There's a clear distinction between the two," Felicia grinned, nuzzling her nose against mine affectionately. We spent a short while just sitting together like that, basking in the afterglow. That was until the platinum blonde suddenly asked, "Your place or mine?"

"Don't we have to wait for the tracker?"

"It's got a while left to wait, and it's being protected by the Avengers, we're fine to leave," Felicia waved off my question, peeling away from my embrace to gather the remains of her outfit. Looking over her shoulder at me, looking like a damned goddess as she held out her suit, she fluttered her eyelashes at me, pleading, "Could you please help me out her, Spider?"

Chuckling, I shot a couple of webs over her outfit, so that it would hold together well enough to keep her decent. We then both began to get dressed, gathering out scattered goods as we shot each other flirtatious glances and appreciative looks. I especially enjoyed when Felicia would bend over and show off her magnificent ass, while Felicia got me back by squeezing my but with a smug grin.

Once we were ready, I pulled the now fully clothed Black Cat to my side as she wrapped her arms around me, as I grinned behind my mask, "You want to come back to mine and meet the others?"

"I'd love that!" she confirmed, before I shot off a web-line and then swung off into the distance with her in my arms.

When we arrived back at my apartment together, climbing in through my bedroom window, we could hear laughter coming from the living room and what sounded like the TV. I guided Felicia from my room to where we found Mary Jane, Gwen and May gathered on the couch, wrapped up in blankets and in fluffy pyjama's as they ate popcorn and watched 13 Going on 30.

MJ was the first one to notice us, as she sat closest to us, with Gwen sat between her and May. The moment the redhead looked up and saw Black Cat I could practically see the heart eyes as she sat gaping like a fish as she simply pointed up at one of her many celebrity crushes.

Gwen and May both turned to look over at us, probably prepared to greet me home and invite me to watch the movie with them, but they too sat in shocked wonder at Felicia standing before them, without the mask, and her suit visibly only being held together by my webs. Felicia seemed to like the way they were looking at her, as she struck a pose and purred, "Hey ladies, I'm Felicia Hardy, a.k.a Black Cat, now Peter's other girlfriend. I came here hoping to meet all of you and maybe sink my claws into you too, but if you want to sit there and catch flies, I won't stop you. I know I'm a lot to take in, but I'm in very gorgeous company."

"Hi," the girls all said at once, closing their mouths and gulping as they all checked out the thief before them. Once they were done they turned to look at me questioningly as I scratched the back of my head awkwardly.

"A lot happened tonight, but yeah, that's the gist of it," I blushed, realising that I probably should have texted them in advance.

"Peter!" they all squealed, "We need more than that!"

We spent the rest of the night giving proper introductions, letting the girls get to know each other before Felicia and I explained what happened over the course of the evening. Thankfully the girls got along really well, so well in fact that they flirted non stop, until the story was done. Needless to say, I had a very busy evening with the four of them.

The next day we enjoyed a lazy Sunday together. MJ went back and forth between her apartment and mine to get Felicia some replacement clothes, while Gwen had to call her dad and check how his trip was going. We found out about lunch time that I'd been right to be concerned, as Felicia had been overwhelmed by her sudden burst of Spider-Sense, and I'd had to help calm her down as she took in every tiny detail. Once she was calmed down she took rest of the girls out to hang out, and told me to go about my usual business.

When I got home that evening a few hours early, I saw a fancy black car parked on the sidewalk. I didn't think much of it until the next morning, since I spent another fun night with May and my girlfriends, who'd all had a fun day together, but when we headed out for school the next morning Felicia pulled out a set of keys and told us to hop in. Turns out, she's really freaking rich.

Felicia drove MJ, Gwen and I to the front door of Midtown High, dropping us off and gave us each passionate kisses goodbye as we exited the car. All of our peers gathered outside all stared in shock at us, but we all ignored them, focusing on going inside hand-in-hand. Walking down the halls to our lockers, Harry, Glory, Jessica and Emily were all staring in awe at the three of us.

"Dude?" Harry gasped, "Both of them?"

"We're right here, Harry," MJ grumbled, nudging Harry's shoulder lightly as he shook himself out of his stupor. "And yes, the three of us are together and happy."

"Pete, you are like a brother to me and I admire you more than almost any other man," Harry stated with pride, until he got punched in the arm by Emily with a huff. We all laughed as Harry rubbed his arm with a grumbled before he added, "By the way guys, the science department has a substitute in for the week. She's hot."

"Jesus Christ, Harry, calm down!" Glory cackled, before turning to us, "He is right though, she's genuinely stunning. Her name's Miss Rushman, and I actually wish I took science to see more of her."

"This groups energy has really changed recently," Gwen sighed, making me nod in agreement as the bell rang and our group split up. The two of us made our way to our first period, which was oddly enough science, and entered the class to see a red haired woman in a blouse and jeans with her back to us as she wrote on the whiteboard.

'Miss Nancy Rushman'

Soon our peers came marching in, Liz surprisingly walking straight up to me, ignoring Gwen as she grumbled, "Parker, I can't do Friday anymore, can you help me out tonight instead?"

"You're in luck, my schedule was cleared over the weekend. Do you want me over at the same time?" I queried, thankful that with the new way Felicia and I were doing our investigation I didn't have to spend all week searching for the same goddamn van all the time. Liz just nodded and strutted over to her desk with a huff.

As Gwen and I pulled out our books and chatted the substitute teacher spun around to face the class and I felt my heart sink into my stomach. I knew her face.

"Good morning class, your usual teacher is off sick, so I've been called in to help you," she turned her gaze across the class and her ice blue eyes landed on mine, making me gulp. "As you can see, my name is Miss Rushman. We'll be doing revision in this class in the build up to your exams, so open your books to page one hundred."

Everyone else flipped through the pages of their books, but I couldn't move. I was on high alert, my eyes bearing into this "teacher's" skull.

Her name wasn't Nancy Rushman, it was Natasha Romanoff.

Black Widow was in my school. And based off of the way she smirked at me, she knew exactly who I was.

How did she know?

---

Author's Note: So this is the longest chapter of anything to date. It took a lot longer to write than I planned, especially since I got sick for a couple of weeks there. It would have been done by the end of July if not for that.

But yeah, I hope that you all liked this one. A ton happened there, so if anyone has questions ask away, but know I won't spoil anything. I know I left it on a bit of a cliffhanger there with Black Widow, so I hoped you liked that.

So yeah, comment, review, PM all that stuff. I might take a break for this story for a while, to do something else. Who knows?