Gwen and Peni have been silently cuddling naked after their affectionate kissing session from several minutes ago. They haven't said a single word since. Rather, they didn't have anything to say. They just wanted to snuggle in silence and gaze into each other every now and then, followed by another kiss. They'd often feel the feeling of contentment from each other through their psychic link.
Peni kept her head nestled into Gwen's neck, keeping it comfortably warm with her face and her breaths, while keeping her own face warm in return. Gwen had her own face in the smaller girl's hair, occasionally kissing her on the forehead. Whenever she did, Peni would hum and kiss her neck, causing Gwen to let out a sigh.
She didn't exactly know where they were relationship-wise, since they never made it official. Eventually, she asked about it. "…Hey, Gwen?"
"Hmm~?"
"…So, are we like… girlfriends now?"
…For some reason, Gwen didn't answer. Or maybe she just struggled to. Peni did notice the hitch in her breath, and how she sounded like she was about to say something every few seconds, but nothing came out. She figured maybe it was just too soon for Gwen to want to be girlfriends. She didn't mind. "…Do you… want us to be friends with benefits instead?"
To Peni's unpleasant surprise, Gwen's breathing quickened, and her body tensed up. She could tell Gwen was beginning to panic. She didn't know why. Maybe it was too soon to just ask about their relationship at all? She's not sure, but she wanted to be a very supportive friend like she's always been to Gwen and vice versa. So, she tried soothing her by rubbing her bare back, cooing "It's okay. Forget I asked."
"…Yeah?"
"Yeah, don't worry about it. Okay?"
Gwen, having seemingly calmed, buried her face back into her friend's hair and sighed. "Okay. …Thanks."
That seemed to work. "Anytime."
They remained in silence again. Peni would continue to stroke her companion's back and plant kisses on her neck to comfort her more. Gwen would return the comfort by kissing her forehead and gently scratching her head. While Peni appreciated the scratching, it was beginning to make her scalp even itchier than it already was since she hasn't washed her hair for a while.
"…I just…" Gwen started speaking. "…I fucking hate it."
"Hate what?"
"Those relationships. Like… They make me feel like I'd have to be committed to some bullshit protocols or terms or rules. They're all unnecessary crap made up by society and it stresses me out. We don't need them, ever.
"I never want us to be girlfriends or fuck buddies. I just want us to say 'fuck off' to all that bullshit. It's our relationship. We decide what it is, no one else. I don't want us to belong to a category, and I don't want our relationship to have any labels, protocols, rules, terms, strings attached, or any of that bullshit. They all don't exist in our relationship. It just feels natural this way, you know? And we can totally do all the things that girlfriends or fuck buddies do. Like, if you wanna date me or fuck me, I'm always down, anytime, anywhere. And I'll always do the same to you, you know?"
After Gwen finished ranting, she looked down and saw Peni staring back emotionlessly. She dreaded whether Peni would agree with what she wanted. The last thing she did want was either of their hearts broken…
But great relief washed over her when Peni chuckled with a big smile and snuggled her head back into her chest. "I'm so glad!" she cried. "I was… I was afraid you regretted everything that happened today, and that you changed your mind about us getting closer and just wanted things to stay the way they were yesterday. I thought you didn't like me enough."
"What? No, I don't regret it one bit." She then heard sniffing. "A—Are you crying?!"
"Wha? N—No? Shut up, I'm just so relieved!"
"Aww, dude…" she cooed, stroking her friend's hair and back, kissing her forehead again. "I loved everything that's happened today, and I'd love it if we did more of it. I like you to death, you know that? I never liked anyone this much before. And I want us to like each other even more and get even closer. Don't forget that. Alright, baby?"
Peni blushed a lot at being called that, and she couldn't help grinning and feeling even happier. She loved being Gwen's baby. "Alright." She sniffed again and had her eyes tenderly dried by her friend's thumbs before sharing another long kiss on the lips.
Peni leaned her forehead against Gwen's and spoke up. "So, we're not girlfriends then. And neither are we fuck buddies. What about best friends? Do you feel that's also a relationship made by society with its own protocols and terms, et cetera?"
"…Yeah."
"Okay. We're not that then. What about friends?"
"I… I don't know. I mean, I don't mind calling us friends, but I think thinking of us as friends would be underestimating our relationship."
"You're right. …Well, you did say it's our relationship. Maybe we should give it a name together."
"Sounds good."
"Maybe… we can combine our names together?"
"What, like a ship name?"
Peni giggled. "Yeah. It is our relationship, so wouldn't it make too much sense?"
"Hehe, yeah. Um… Pwen?"
"Eh… Sounds like baby talk. Don't really like it."
"Hmm, I guess."
"…What about Gweni?"
"Gweni…" Gwen repeated aloud. "Sounds fun."
"Yeah. Like, our relationship would be called Gweni. It doesn't belong to a category, and has no labels, protocols, commitments, terms, rules, strings attached, or any other of that stuff we don't want. Gweni doesn't abide by society and their standards because it doesn't need their approval. Gweni is just the two of us and our relationship, nothing else. Simple as that."
Gweni hummed in approval. "So, we're Gweni."
"Exactly. Not girlfriends, not fuck buddies, not best friends. Just Gweni."
Gwen chuckled. "I actually love that name. It's really cute and special."
"I know, right? So, um, can I ask you something else? If you don't wanna answer, just let me know, okay? No pressure."
"Sure. Shoot."
"How do I put this…? Uh… I remember you getting jealous of Miles for holding me yesterday. And then I got jealous when I thought you were jealous of me instead of him. So, I got the impression we don't want each other to be close with someone else. You know what I mean?"
"I do."
They remained in silence for a moment, and then Gwen added "…What if I want to be okay with it?"
Peni looked up to her. "Hm? You mean… be okay with being close to someone else?"
"Yeah. I wanna be okay with us being close with other people, like how close we are right now."
"Like, we can have the same kind of relationship with them as Gweni?"
"Yeah. Look, I know I gave you the opposite impression back there with Miles, but it's been forever since I had friends, and now I'm still new to having friends. I still have that fear of… you know, losing you."
"Gwen, you don't need to be scared of losing me. Especially when we're this close now, and we're just gonna keep getting closer."
Gwen smiled. "I know. I think I just need more time to get over the fear."
"Okay. I'm always here for you if you want help."
"Thanks, baby. So… like I was saying, I don't want us to be restricted by our relationship—like, at all. I don't want us holding each other back when we become interested in other people. I want us to be as close with them as we want to and have the same relationship with them as we do. And, when we both become interested in the same people, and we're all into each other, then I'd want us all to be close together and have that same relationship between all of us, you know? I think it'd be super fun and chill."
Peni was speechless for a moment.
"…Wow. …I like it." She found it all very appealing.
"Yeah?"
"Yeah. The kind of relationship you want us to have, and how we can have it with other people as well. I wasn't expecting it at all, but… I really like it.
"You do?"
"Mm-hmm! It's super refreshing. Gweni is literally the most progressive and healthiest relationship I've ever heard of. Like, our relationship isn't one that you can put a label on or put into a category. It's its own thing, and it has no protocols, commitments, terms, rules, strings attached, or anything like that at all. We can do whatever we want and be as close as we want with whoever we want. And we can all be super close together if we're all into each other. This is total freedom. It's so liberating. It's basically the perfect relationship."
Gwen started to get excited. "I know, right?! I really want everything to be super chill, you know? I don't want us to think about what we should do in a relationship. I want us to think about what we wanna do. And I know it's only natural to be into more than one person, so I never want us to hold ourselves or each other back."
"Yeah, I totally get it. …I really want this relationship, Gwen. This is a million times better than those relationships society came up with. Girlfriends, friends with benefits, best friends; all those can fuck off, right?"
"Right!" Gwen chuckled and then let out a sigh of great relief. "Wow. Holy shit. I thought talking to you about all this would be the hardest thing ever. I—I was scared you didn't want this relationship, and I wouldn't have been able to convince you."
Peni smiled. "I'll always hear you out with an open mind, Gwen. 'Cause we're Gweni. Besides, you did open my eyes to what kind of relationship I really want. And how labels never did anyone any good."
"I'm so glad I did."
With this stuff cleared up, Gwen felt like playing with her friend, so she slid her hands down and grabbed the little girl's ass, eliciting a soft, surprised moan from her. Gwen bit her lip at how hot that moan was, as well as how plump and soft her buns felt. She found it cute that they weren't nearly as big as her own pair, but they still felt wonderful to play with. "Damn. It's so smooth and squishy like your tits." she commented, kneading them and taking in the marshmallowy feeling. "It feels so good."
"Hehe, I'm glad. It feels really good for me too."
"Come on, don't be shy. Play with mine as well if you want, baby. I know you wanna~"
Peni hummed and her hands went lower down Gwen's warm back, eager to have another field day with her favourite pair of buns. Squeeze! Gwen groaned in pleasure, but Peni noticed a sign of pain from that groan and let go of her ass. "Sorry! Did I squeeze too hard?"
"Hmm, no. It felt super good. They're just sore."
"Oh. Oh! Was I too rough with them earlier?! I'm so sorry!"
"No, no, you weren't too hard at all, you were so fucking good back there. They're not sore from that. Um, remember those shitty chairs on that bus yesterday?"
"The ones you complained about?"
"Yeah. My fat ass is sore all over from sitting on them."
Peni gulped. "It really is a fat ass."
Gwen bit her lip. "Mm-hmm. It's fat as fuck. And you know what? It's been getting even fatter ever since I started lazing around with you."
"Really?" Peni asked, feeling even more excitement.
"Really, baby. You know, when I tried putting on my spider suit yesterday, it felt a lot tighter than usual on my legs, but it was way harder fitting my ass in. I honestly thought it was gonna rip right through the suit." Gwen could tell how turned on Peni was picturing that, and she was more than happy to realise the picture for her. "I'll put it on for you later. It's still dirty from being in Alchemax. Maybe it'll actually rip this time, or you could rip it for me~"
"Fuck. Okay."
"In the meantime, take a good look for yourself and see just how fucking fat my buns are right now." Gwen said as she got up on her knees and turned around so that her ass was right in front of Peni's face.
The little girl gasped as she appreciated the very heavy jiggle of the buns when Gwen turned around and saw them. She realised just how massive they really were. They were over twice the size of her face. It looked like so much ass to handle, and she knows she'll get swallowed up entirely by them should they press into her face. That aroused her a lot, and she licked her lips.
Gwen saw that and bit her lip. "How do they look?"
"A—Amazing. I could look at them forever. Your ass really is so fat… Your thighs too."
Gwen moved her ass even closer to the other girl's face as she spoke softer. "Thanks for the compliments, baby. I was hoping you could massage my really fat ass for me. They desperately need Peni Parker to do all kinds of things to them, so they stop feeling sore and just feel amazing, like you made them feel earlier when we fucked. You went to town on them back there and didn't hold back, and I loved it. Me and my fat-as-fuck buns already miss you handling them. Could you satisfy us again?"
Peni, incredibly horny right now, just gulped and hummed. Both girls' horniness were shared with each other through their psychic link, and they shared the amplified horniness back with each other again. They were both overwhelmed with lust at that point. Gwen smiled at the sight of heart reappearing in Peni's eyes. She was so looking forward to the smaller girl letting out all her lust on her ass, knowing she won't hold back again. "God, I can feel you're so goddamn horny right now. It made me even hornier. And I know I made you hornier. I can tell you're raring to go all out on my really fat ass, aren't you~? I know you won't hold back on it."
"I definitely won't."
"Awesome."
"Are you still sore?"
"My pussy? It recovered a bit, so I think I can handle another orgasm right now, and I really wanna fuck right now."
"Good. I wanna eat you out."
"Fuck, I'd love that… What about you? You still sore yourself?"
"Kinda, but I think I can cum as well, and I wanna cum."
"Awesome. I'll be eating you out too then."
Peni didn't know how long she'd last if Gwen ate her out, but she knows she'd love every second of it.
"We'll take turns to cum, okay?"
"Okay."
Gwen moved so that her knees were now side by side around Peni's chest, giving the other girl who remained laying down easier access to her ass. Peni's hands grabbed the smooth, marshmallowy thighs, giving them a healthy squeeze before gliding upwards until they found themselves at the bottom of each of Gwen's very fat buns. She then moved her fingers up towards the centre of them and palmed as much of the buns as she could, but they could never succeed, no matter how hard she tried. "Damn, I can never grab the whole thing. Your ass is too fat."
Gwen giggled. "I'm glad, and they'll get even fatter. That means more for you to grab and play with as much as you want, baby~"
"Hmm, I can't wait for them to get fatter~"
"Me too."
Peni started squeezing.
≈ !≈
She could tell she was making her friend feel wonderful, and she felt the same since she was getting to play with her irresistible ass again. She didn't hold back and had no plans to. She kneaded the huge buns in front of her, moved them around, squeezed them together, jiggled them, and more. Often, she'd go rougher by digging her fingers in and squeezing them as hard as she liked, and she knew Gwen was loving every bit of it as much as she was. Peni felt so much more lust and sexual satisfaction, and she felt like she could cum just from playing with this ass alone. Even though she'd like her sexual stamina to be longer than a single minute, the idea of cumming while playing with a fat ass without the need to be touched herself was too attractive to her.
Gwen was feeling all this pleasure focused on her buns, and all the pain she felt was turning into pleasure for her as well. She'd let out a sigh every now and then. She was so into Peni ravaging her ass to her heart's content. It was so satisfying to her as well.
"How's the soreness?" Peni asked as she sensed reactions of pure relaxation and satisfaction from Gwen's sounds. "Is it going away?"
Gwen turned to face Peni, showing her face of bliss. "Fuck yeah… This is exactly what I fucking wanted… You're so fucking good! You enjoying yourself down there, baby?"
"Yeah, more than ever. I love this so much."
"I'm so glad! I never want you to let go of my ass! Play with them as much as you want!"
"Mm-hmm! I feel like I can cum just from playing with them."
"Oh my god, really?! Oh, I'd fucking love that so much!"
"Really?!"
"Fuck yeah! That would be like the best thing ever! It would be a huge fucking compliment, and it would be so fucking hot! Do it the moment you feel like it! Don't hold back, okay, baby?!"
"Okay!" Peni slapped one of Gwen's cheeks hard and it gave an incredibly erotic jiggle that would instantly make you want to do all kinds of things to it. Gwen squealed in surprise at the sudden slap, and it aroused her. Peni found the reaction cute, and then used both hands to slap both cheeks simultaneously, even harder this time, and she watched them dance together for a few seconds or so. "Fuck…" Peni muttered, trying to cup the massive buns again.
Gwen heard the mutter and giggled. "You like the way they jiggle?"
"Mm, I fucking love it…"
"Enjoy the show, baby~" Gwen started to twerk her ass, making both buns dance majestically on their own for Peni's enjoyment, as well as her own since she was in love with Peni's attraction to her ass, and she really wanted that attraction to continue growing.
"Oh, wow…" Peni softly gasped, biting her lip as she watched one of, if not, the sexiest thing she's ever seen. She noticed even Gwen's fat thighs jiggled along with the fatter buns above. The sight was too good—perfect even. She continued enjoying the extremely stimulating view. "Fuck… Gwen Stacy's fat ass really is the best ass of all time in all dimensions! It's too fucking perfect."
"I'm so fucking glad! Enjoy the best ass of all time in all dimensions to your heart's content, baby!"
She was very pleasantly surprised when she felt Peni wrapping her arms around as much of her thighs as she could and then pulling her down. She felt her fat ass loudly plop on Peni, and she was now full-on sitting on her face. "Fuck." she said softly, feeling great from that. She turned around and tried to look at her, but her ass was too much in the way for her to see any part of the girl's head. "You okay down there?"
"Hmmf~!"
That muffled response caused a pleasant vibration in her ass, making Gwen feel so good.
Peni fell deeply in love with being between her cheeks. Due to the massive size of them, she couldn't see a thing with her face between them, not even light coming from the outside. It was as if Gwen's ass had taken her to another dimension. The only thing that disproved that was she could still faintly hear the outside, though due to the enclosed space and lack thereof, her own breathing was loud to her ears. It was so steamy, and she could smell the strong, amazing scent of musk and body odour emanating from here, and her face was covered all over in very squishy warmth. It was a paradise to her, and she'd live here in a heartbeat if she didn't need to breathe. But she did, and she found it very hard to do so as the huge, sweaty buns mercilessly closed all ventilation for her nose. She reached out to the outer side of the buns with her hands and kneaded them to her heart's content. This all felt too good for her. She felt super content and satisfied like this. Also, she realised she could reach Gwen's pussy if she stuck her tongue out far enough…
≈ !≈
Gwen felt so good and satisfied, and she could feel Peni feeling the same through their psychic link. But she was very pleasantly surprised to feel her inner folds be licked by her friend. Her pussy was already incredibly soaked, and the more precum juice that flowed, the more it was lapped up by Peni. Gwen bit her lip and enjoyed being eaten out. And feeling her ass get lovingly played with added so much to the pleasure she was feeling, but her ass being played with gave her far greater pleasure than cunnilingus. "You're a fucking natural, Peni!" she complimented. "You're so fucking good at pleasing me, baby!"
Peni hummed in satisfaction before trying to push the fat ass away from her face as she was low on breath. Gwen lifted herself to allow the girl to catch her breath, and Peni saw her saliva and Gwen's pussy juice mixed into a string connecting between her mouth and the pussy.
"You alright, baby?" Gwen asked.
Peni took a couple more breaths, feeling her friend dripping her love juice all over her face, before answering. "Hah… I'm good. Hah… I'm so glad I can please you this much." Gwen hummed her response with a smile, but she was caught by surprise when Peni spread her cheeks apart and had a good view of her butthole. "Cute butthole." she commented.
"Hehe, thanks." Gwen clenched, trying to make it "wink" at the smaller girl. "It likes you back. It's inviting you in~"
Peni giggled at the sight, finding it tasty. "I'm gonna accept that invitation and eat you out here too then. Drop your fat ass on my face again." she requested before taking a deep breath.
But Gwen caught her off guard by plopping her ass back on the little girl before she could finish taking in her breath. The careless, audible, heavy weight drop aroused them greatly. Peni moaned in pleasure and went back to fondling. She stuck her tongue out towards the butthole, feeling the rim on her tongue and causing the other girl to feel tingly from this new sensation. Gwen was even more excited when she felt the tongue pushing itself against the hole, and with how naturally lube the tongue was, as well as how relaxed Gwen was down there, she very easily took in the tongue with a loving welcome and gasped in satisfaction. Peni hummed as she really liked how it tasted in there.
"This is so nice…" Gwen sighed. She then felt the tongue thrusting in and out, making her feel lovely. "Fuck yeah~ Keep fucking my ass, baby~"
Peni loved hearing that she was fucking her friend and continued the penetration. She even felt Gwen starting to hop a little on her face, intensifying the thrusts. Their psychic link allowed Peni to feel this new but comforting sensation in her own ass as if she was tonguing herself. Gwen's hopping caused her ass to plap Peni's face, slapping her every time she lowered back down. She loved the slaps. They also conveniently provided breathing windows for Peni every time they were lifted, so she didn't need to get out for a breather.
"Mm, you like it when my fat-as-fuck buns slap you in the face, baby~?" Gwen asked.
"Uh-huh~"
"Mm, I'm glad~ I'll keep going~ Keep fucking me, baby~" She reached her own hand down to her pussy and began rubbing it as well as shoving her fingers in and out. "Oh, Peni~ Aw, Peni ~ Oh, my baby ~" She cried quietly.
Peni felt her own fire light up at her name being called during sex as well as being called Gwen's baby. "Gwen~ Babe~" She tried to say back with her tongue still out every time the other girl called her. That got Gwen going even more.
"Fuck~! Peni, I'm close~ Show my fucking fat buns how much you love 'em, baby~" Gwen cried, reaching down to fondle the little girl's soft, smooth right inner thigh with her free left hand. Peni hummed back, indulging the caress on her leg, and intensified her tongue-thrusting and bun-worshipping. She kneaded harder, squeezed harder, and slapped harder than ever before.
"Peni, baby~ "
≈ ~!≈
Gwen sighed as she came and shot her load all over her right hand and Peni's chest. She stopped hopping, but the little girl continued what she was doing, thrusting and worshipping her ass. Peni quietly moaned as she felt Gwen's waves of orgasm splashing all over her through their psychic link. Her legs couldn't help opening and moving around as if she were cumming herself, even though she wasn't. She felt her tongue getting squeezed inside Gwen's butthole every time the taller girl clenched during her orgasm.
Throughout the two minutes of climaxing, Gwen would lift herself to allow Peni to catch her breath before plopping back on her again so she can dig right back in.
When those waves of pleasure faded completely, Gwen was catching her breath in satisfaction, and happily waited while Peni continued tongue-fucking her and playing with her buns.
When she felt the little girl trying to push her ass out of her face, she reluctantly lifted herself up and then laid next to her. Gwen licked her cum that was drenching her fingers, and found she tasted as good as always. She then moved them to Peni who gladly opened her mouth. Gwen dug her fingers in deep and swirled them around her tongue to make sure the little girl collected absolutely everything.
Peni just gazed back into her with hearts in her eyes while she was licking up her fingers, though she ended up gagging and coughing when the fingers found themselves in the wrong place, and Gwen felt bad. "Shit, I'm sorry, baby. You alright?"
She smiled when she stopped coughing. "It's okay. Your cum tastes really good."
"I'm glad." She leaned her forehead on Peni's. "Thanks, baby. That felt so fucking good."
Peni smiled softly. "I'm so glad, babe. By the way, I think I was so rough with your buns that they're a little red. Sorry if I made them even more sore. I just got carried away with them 'cause they were just so fat, and I thought you'd like that I went all out."
"You're right, I love that. And they do feel less sore thanks to you, actually. The redness just means you satisfied me and my fat buns. They feel amazing like last time, so thanks, baby. I really want more massages from you later, alright? The redder, the better."
"Hehe, I'll keep that in mind. I'll give you plenty more later."
They shared a kiss before Gwen got up and started making her way down to Peni's pussy. "Ready to have your turn?"
"Mm-hmm. Gwen, can you sit on my legs again just like last time?"
"Sure. You really like me sitting on you, huh?"
"I love it. I can reach your fat ass and thighs from here, and they feel so good on my own thighs."
"Mm, I'm glad, and I love it too, baby. But how am I gonna eat you out if I'm sitting on your thighs?"
"…Oh. I didn't think that through."
"Want me to move back? I might reach your pussy from there."
"You mean like, sit on my shins?"
"Yeah."
"No. It won't be comfortable for you, and it won't feel as good as having you sitting on my thighs. Um… Could you just sit on my thighs and finger me instead? Unless you wanna eat me out."
"I don't mind. I wanna do this however you want me to, baby."
"Thanks, babe."
She smiled as she straddled the little girl's thighs. Peni hummed at the squishy contact and didn't hesitate to fondle her much fatter legs and buns. Gwen just giggled and let her have her fun.
"Another reason why I love having you sit on me like this," Peni added, "is 'cause my legs are locked, so I cum much harder that way."
"Ohh, interesting… Well, in that close, I'll make sure you're extra locked then~" she reassured with a tongue out as she readjusted her legs to be tightly secured around the other girl's.
"Ooh~"
"Yeah, you like that, baby~?"
"Mm-hmm~ I can feel even more of your thighs and ass. So soft and squishy~"
"Hehe, I'm glad. Now your legs definitely won't move an inch. I am pretty strong with my legs, you know?"
"No, I didn't know."
"Go on, try your hardest to move your legs. I'll deem you the winner if you can move them even just a little."
"Okay." Peni took in a breath and then tried hard to open her legs; to bend them; to move them at all. But they wouldn't budge between Gwen's much fatter and stronger legs. The blonde just watched and winked with her tongue out. Peni was turned on a lot more by her confidence and strength. "God, I'm so restrained down there…"
"You sure are, baby~ You like being restrained like this~? By my fat-as-fuck legs and ass~? You like that they're holding you tightly and won't let go~?"
"Mm-hmm~"
"They won't let you go till you cum~ So, ready for me to fuck you~?"
"Mm-hmm. Please be super gentle."
"For sure. Tell you what: I'll let you know first what I'm gonna do, and then you let me know if it's okay. Okay?"
"Okay."
"Okay." They giggled at how many times they've said that word. Gwen lubed her right index finger with her mouth. "I'm gonna rub the outside, okay?"
"Okay."
"Okay." They giggled again before Gwen lowered her finger to the little girl's slit and started slowly and gently caressing her inner folds.
She already had an idea of how much of a quickshot Peni was, being able to cum in far less than half a minute just from having her nipples played with, so Gwen wouldn't be surprised if she lasted shorter this time. In fact, Peni was already beginning to pant like she's getting close to the edge. "Keep going like that~" she cried softly. Her face was already red, and she reached out to grope Gwen's boobs.
"Gwen~ "
≈ ~!≈
She then squeezed her boobs and came with a soft gasp, and her legs remained completely closed and straight under Gwen's fat ones, greatly strengthening her orgasm. Gwen sighed as she felt Peni's orgasm wash over her and felt her finger get sprinkled on as the little girl's pussy spat cum on it. If she had to take a guess, she'd say Peni lasted just about as long as last time, which was around fifteen seconds, tops. Both girls smiled at each other before leaning in for a kiss while the orgasm was still happening, and it enhanced the orgasmic feeling thanks to their spider senses, which also tickled each other during their kiss.
By the time the orgasm fully passed, their lips lingered together for longer before being reluctantly separated for a breather.
"Thanks." Peni said, still out of breath and now holding onto Gwen's face.
Gwen cupped Peni's face with her free hand. "No problem. You enjoyed yourself, baby?"
"Yeah, I had a wonderful time. Sorry you didn't get to put it inside though."
"Don't be. We're only just getting started, baby~ Think you can handle another orgasm?"
"No, I'm sore. I want a break."
"Sure thing." Gwen licked a side of her finger that was coated in Peni's cum and then put the finger in her friend's mouth to lick the rest off, being careful with not making her choke this time. "You taste even better when you're fresh."
"Hmm~"
After they enjoyed the taste of their second sex together, Gwen finally unsecured her legs around the little girl's and laid beside her before getting into their usual loving cuddle. They were sharing their body heat and softness, tangling their limbs, and resting their heads together. And they shared more kisses, as well as their feelings.
A couple of minutes or so into their cuddle session, Peni spoke up. "I'm ready to go downstairs. I'm hungry."
"Sure. Where's my bra…?" Gwen asked as she got up and crawled over Peni to reach their bras on the nightstand, and Peni was greeted with a wonderful view of her boobs hanging over her. She reached her hands out and started playing with them.
Gwen was surprised at the sudden groping, but she chuckled and remained in place, enjoying being groped by her friend while she already had the bras in her hand. "Enjoying yourself down there?"
"A lot… Hey, Gwen, can you put your weight on me like this?"
"Hm? Like, lay my tits on your face?"
"Mm-hmm."
"Sure~" Gwen happily lowered herself and planted her boobs right on the little girl's face.
Peni felt the soft warmth envelop her face and she hummed in pleasure, using her hands to press the boobs against her face even more.
"You like my boobs pressed against your face, baby~?"
"Mm-hmm~ Dish feelsh sho good." She said, her voice muffled by boobage, but just about clear enough for the other girl to understand. Gwen could feel the satisfaction from the Peni, and happily stayed like that.
Shortly later, Peni grabbed Gwen's soft waist and pushed her boobs out of her face, catching her breath.
"I remember you saying something last night about not minding suffocating in my tits." Gwen said.
"Hehe, yeah. Though, I'd rather suffocate in your fat ass."
"Ohh~ Well… prepare yourself!" Gwen quickly turned and planted her ass in Peni's face again, eliciting a surprised moan from her. "Oh, fuck yeah~ You love that, don't you, baby~?"
"Mm-hmm~! Mmm~" Peni grabbed the massive cheeks again and just pressed them to her face, enjoying the soft warmth. They felt much better than the boobage—much softer, warmer, fatter, and the lovely smell of musk and body odour was much stronger too. This is quickly becoming her preferred second home.
Almost a minute passed, and Peni tried to push the ass out of her face to catch her breath, but Gwen only waited for her to breath in before plopping it back on her face again, hearing Peni moan again. "I wanna keep you there, baby." the taller girl said.
A little later, Peni started slapping her ass. "I really can't breathe, Gwen…"
"Shit, sorry." Gwen lifted herself up and saw Peni's face just as red as before.
Peni took more breaths before pulling the ass back on her face and relishing in her second home for a minute or so longer. She was getting addicted to this ass.
When she felt like she was satisfied, she signalled for Gwen to lift herself again. "Thanks for that, Gwen."
"You don't need to thank me, baby. It's my pleasure."
"Hehe, I feel like I'm sent to another dimension whenever my face is deep in between your really fat buns. Who needs the collider when I have Gwen Stacy's dump truck?"
Gwen laughed. "I'll take that as a compliment."
"It is. I'd love to have my face in there as much as I want. Maybe even all day, every day~"
"You can. I'll always invite you to stay between my fat-as-fuck dump truck anytime, anywhere, baby~"
"Hmm~" Peni smiled and had her arms out. "Anyway, help me up?"
"Sure."
Both girls sat up on the bed and Gwen was about to help Peni put on her panties, when a very hot idea came to the little girl's mind. "Hey, Gwen? Wear it for me."
"Mm? Your panties?"
"Yeah."
"Hehe, I'll try to wear them." Gwen turned to face her jiggly ass to Peni again and tried to put on her white panties, which were way more than several sizes too small for her. The panties seem to have already reached their limit before they could reach the middle of her fat thighs. They couldn't go up any further, and Gwen gave up there. "Actually, I don't wanna destroy these cute panties."
"Do it."
"Yeah? Even though I might stretch them out and snap them?"
"I hope so. That would be so hot."
"Ooh~ Well, enjoy the show baby~" Gwen said, not hesitating to fulfil Peni's desires, especially if it will make her ass that much more attractive to the little girl. She grabbed the waistband again and pulled with force, managing to stretch it and shoving the rest of her thighs through the leg opening. But now the waistline couldn't wrap itself around even the bottom of her much fatter buns. Gwen held both the waistband and the back coverage in her hands and pulled them up with brute force. The further they got up her ass, the more they stretched and looked more like thongs. They were ruined at this point, so she may as well go all the way. But before they were even close to reaching the middle… Snap! The fabric gave up immediately, letting the huge buns bounce and jiggle in an extremely erotic way like they always do. They even let out a clapping sound when they bounced. "Oh!" Gwen said in surprise, feeling sexier and even more satisfied about her butt.
"Oh, wow…" Peni muttered, slowly reaching her hands and groping it. "No panties are worthy enough to be worn by the best buns in all dimensions…"
Gwen bit her lip, feeling turned on and loving the attention down there. "Wanna see them try to wear my panties?"
"Yes, please."
Gwen reached for her own pair on the nightstand, but due to her soaking them in her juice earlier, they were uncomfortably cold. So, she discarded them and went for the small pile of clothes on the floor, digging out another pair, which Peni noticed was also used. Gwen then got back on the bed on her knees and showed her back to the little girl to give her the same great view of herself putting them on.
Thanks to her having worn them before, they were already adapted and stretched out, so they slid on much easier than Peni's panties did, God rest their soul. When Peni saw the panties fit through the thighs with ease, it turned out they still had some more stretchiness to it, and so it had a much easier time wrapping itself around the ass than the white panties. Peni enjoyed seeing the huge fat ass jiggle and change shape as it was being wrapped by the fabric, but to the smaller girl's very pleasant surprise, the back coverage disappeared completely between the buns, leaving the cheeks completely uncovered. It was like she was putting on a thong.
"Wow." the little girl muttered. "It looks like a thong."
"Yeah? Well, they're just my normal panties. But this one, like all my other ones, are all stretched out. They can't cover any of my fat-as-fuck buns at all~"
"Fuck… Your panties just know it would be a crime against nature to cover them even just a little, so they'd never do it…" Peni leaned in to kiss the huge buns amorously and started making out, worshipping them again. She opened her mouth wide on them and bit, several times, hard enough to leave bite marks on them. Gwen sighed and enjoyed more of the ass worship.
Peni felt like if she kept on going, she's going to want to orgasm again, and she's still too sore for that, so she stopped the worshipping for now. "I'll do more later."
"Mmm, okay, baby. Anytime you want, I can't wait."
"…I think your really fat ass looks so much hotter when it's wearing panties."
"Really? Even hotter than when it's just naked?"
"Yeah. Don't get me wrong, it's hot even when it's naked. But like, panties go so well with it. And when the panties just completely disappear between your cheeks like now and look like thongs, they make your fat ass pop out even more 'cause the panties can't even contain it. It's super hot."
"Yeah, I get what you mean. I'll keep the panties on for you next time we fuck, baby."
"Thanks. I wonder how your fat buns would look if you wore actual thongs. Maybe like these panties."
"I'll buy some and wear them for you sometime so you can see for yourself~ Actually, I'll let you pick whatever ones you want for me~"
"I'd love that."
Peni grabbed the waistband of the black panties and tried pulling them down. She could feel the resistance when she tried pulling them down the very fat butt. When the panties came off fully, Gwen turned and was pleasantly surprised to see Peni holding the panties to her face and taking a deep breath in them. "How'd they smell?" she asked.
Peni looked satisfied from the scent. "It smells like strong sex and super strong body odour, like when I had my face in your fat, stuffy ass earlier. These panties would make an amazing car freshener in my robot."
Gwen giggled. "I can give you all my used panties to use until the scent goes."
"Thanks, but I think I'd rather save the smell for when I have your huge ass right in front of me. There's nothing else that can make this amazing smell."
"Ooh, okay, baby~"
Peni put the panties on Gwen again and pulled them up, feeling that sexy resistance again. Pulling them up now and having her fat ass try to wear them turned her on much more than when she pulled them down.
As she held her own bra in her hand, she stared at Gwen's boobs as the other girl was about to put hers on. Gwen noticed the stare and held off putting on her bra to let the girl look for longer. Then, with a smile, she slightly wiggled her torso, making them jiggle softly and entertaining her.
An idea came to Peni, and she handed Gwen her bra. "Could you maybe put this one on for me too? Snap that one too maybe?"
"Ooh, alright~"
Peni handed her AA cup bra, and she felt excited when she saw Gwen try to put it on. It made her B cup boobs look even bigger as she struggled to fit them into the cups. It made Gwen feel more confident about her boob size. To her disappointment, she was able to hook the bra without snapping it as the straps managed to reach each other. But Peni's reaction made up for it.
The boobs were very much overflowing the cups, and a lot of boobage was just spilling out. It turned her on. "Fuck." the smaller girl sighed. "That is so hot. Your boobs look way too big for them."
"Hehe, well, they are, in case you forgot."
"It makes your big mommy milkers look even hotter…" Peni threw her face in the exaggerated cleavage and motorboated the boobs.
Gwen giggled. She understood how Peni would find them more attractive than when she saw them naked since the bra was literally squeezing them as opposed to them freely hanging naked. "Wanna try mine?"
Peni looked up from between her boobs. "Okay. I don't think it'll stay on though since I'm a lot smaller."
"Don't worry about that. They're actually super elastic, so they should hug you very well." Gwen held her sports bra. When it wasn't being worn, it was much smaller than it looked when it was hugging Gwen. It looked like it never would've been able to fit her, but it did. It even looked a little smaller than Peni's size. "See?"
"Oh, wow. Okay." Peni took the sports bra in her own hands.
"Looks like I gave you a nip boner." Gwen said with a chuckle, pointing at how Peni's usually inverted nipples were now erect.
She giggled along. "Nip boner. I like that name." She put the sports bra on, and as Gwen said, it hugged her very well, easily showing off the shape of her boobs. It was as if it was made specifically for her size.
"Mmm, looks really good on you." Gwen commented, wasting no time fondling the smaller boobs through the fabric, "I can still see your nip boners."
"Hehe. It feels really nice. And… really warm. Is this thermal?"
"Sure is. It also kept some of my heat since I last wore it. You like it?"
"I love it. It's super comfy."
"We can share it, so you can keep wearing it."
"Oh, what if both of us want it? I don't think it's practical to fit both in at the same time, though I'd like to try that sometime."
"Heh, me too. Well, I've got spares, so don't worry about that."
"Oh, cool."
"Sorry I destroyed your panties, by the way. Got any spares?"
"Yeah."
"Cool."
Peni was staring at Gwen's thick thighs and then reached down to feel them up. "Your thighs are so fat and soft and warm…"
"Yeah~?"
"Mm-hmm. Makes me wanna sit on them."
"Go ahead."
"Yay!" Peni was helped on top of the girl's thighs, and she sighed and leaned her back against Gwen as she felt her ass and thighs press on Gwen's own much fatter thighs which squished under her weight. "So soft and warm and squishy…"
Gwen gently wrapped her arms around her and rested her chin on her shoulder, relaxing. "Hmm, I'm glad, baby. You're very comfy here too. And light."
"Well, you're definitely not light. You're like, super heavy. Pretty sure the only reason why I could get your fat ass out of my face back there was 'cause you lifted yourself up."
"Heh, yeah. I noticed you couldn't do it on your own."
"Well, I love that you're super heavy. It's super hot."
Gwen chuckled. "I'm glad, baby."
"How much do you weigh?"
"Hmm… Well, I was around 180 pounds a few weeks ago, but after lazing around with you, I checked myself yesterday and the scale said 200."
"Holy shit!"
"That too much?"
"Well, yeah, but in a hot way."
Gwen giggled. "Would it be hotter if I got heavier?"
"Mm-hmm, but not too much to crush me. I wanna feel as much weight as I can without it hurting, you know?"
"Yeah, I get you."
"Honestly, it looks like all the fat just went straight to your ass and thighs. No wonder they're so fat."
"Hehe, well, most of the fat went there, actually." Gwen grabbed her belly. "Some went here instead. It didn't stick out like this before I started lazing around."
Peni fondled the chubby belly herself and found it soft and squishy. She giggled. "It feels like a third big boob, or another ass. I like it."
"Thanks."
"I knew you were a Spider-Milf with your big mommy milkers, but I didn't know you were also a Spider-BBW with your fat assets."
Gwen laughed. "You're fucking hilarious, baby, you know that?"
"Hehe, I'm glad."
Gwen enjoyed Peni groping her belly. "Go on, push your fingers in deeper."
"Hm? …Is it a girl or a boy?"
That made Gwen laugh again. "I'm not pregnant, smartass. C'mon, just do it."
"Hehe, alright." Peni dug her fingers in and was surprised to feel something firm inside the pudgy belly. She moved her fingers around to confirm her suspicion. "Are those abs?"
"Yep."
"Wow…" She moved her fingers around more. "It's pretty hard. Guess that's thanks to being a Spider-Woman, huh?"
"Yep. My ass and legs are also pretty strong thanks to that."
"Honestly, that doesn't surprise me. They wouldn't let my legs move at all earlier. Is that also thanks to being Spider-Woman?"
"Yeah. Like, I can't punch for shit, but that's 'cause I always use my legs. My big babies down there are juggernauts."
"Ooh, I bet I'd feel real hard muscles under all that fat in your ass and thighs~"
"Wanna find out for yourself?"
"Mm-hmm~" She pressed her fingers into Gwen's fat thighs and felt something firm rather quickly. "Found them~"
"Mm-hmm."
"Lemme feel it in your fat ass now~"
"Alright."
Gwen moved her friend out of her thighs and then got on her knees with her back facing her. Peni dug her fingers deep into the marshmallow heaven again, and this contained the most fat compared to her belly and thighs, so she had to dig the deepest. But she was able to find firm muscles inside these buns, and they were the firmest ones. "Wow."
"What do you think?"
"It's interesting. Though I'm really glad all this fat is in the way. Your assets are just so much better in every way when they're fat and not muscular. And like, the fatter, the better."
"Yeah, I totally agree."
"Can I sit on your thighs again for a bit before we get going? They make an awesome chair, by the way."
"Hehe, thanks, and sure." Gwen laid back on the bed and assisted Peni in sitting sideways on her soft thighs again.
They just silently gazed into each other with a smile, and the more they did that, the closer they cuddled up to each other.
And when they got close enough, they kissed on the lips again. They just couldn't get enough of the kissing, and neither could they get enough of each other.