Author's Notes: Another inspired by fan art piece, this time riffing on the best Spider-Women.

Gwen gasped. Spider-Woman's hand had cupped her crotch and her thumb was pressing down on her clit through the fabric of her costume. Gwen felt her cheeks turn bright red with embarrassment. She squirmed in the older woman's grasp as Jessica grinned. She felt Cindy move in behind her, pressing the young blonde tightly between the two of them. Cindy's hands snaked around and grasped her heaving breasts. Gwen whimpered helplessly.

"Why…" she breathed out, "why do you two both smell so good?"

Jessica leaned in, her lips inches from Gwen's ear, her voice a seductive whisper. "Pheromones," she answered, rubbing Gwen just a little bit harder.

"Some days they're harder to control than others," Cindy whispered in her ear as she tweaked Gwen's nipple. She reached for the zipper to undo Gwen's costume.

Cindy's hands undid the zipper to Gwen's costume, pulling it down to reveal her naked body underneath. She gasped again, feeling vulnerable and exposed in front of these two women. Jessica's eyes lingered on Gwen's breasts, her dark eyes full of lust.

"I've wanted to do this for a long time, Gwen," Cindy murmured in her ear. Her fingers traced Gwen's breasts, teasing her nipples into hard points. Jessica leaned in and captured one of Gwen's nipples in her mouth, sucking on it gently.

Gwen moaned, her body on fire with desire. She had never felt like this before, so overwhelmed with need. She wanted these two women, needed them to touch her, to pleasure her.

Jessica's hand moved down to Gwen's pussy, her fingers exploring the folds of her sex. Gwen moaned again, her hips bucking against Jessica's hand. She was so wet, so ready for them.

Cindy's fingers joined Jessica's, both of them working Gwen's pussy in tandem. Gwen's breathing grew ragged as they brought her closer and closer to the edge. She felt her orgasm building, felt her body tensing up as she prepared to explode.

"Cum for us, Gwen," Jessica murmured, her voice husky with desire. "Cum for us, now."

Gwen screamed as she came, her body shaking with the force of her orgasm. Jessica and Cindy didn't stop, their fingers continuing to work Gwen's pussy as she came down from her high.

Gwen's screams filled the room, her body trembling as she rode out her orgasm. Her tits bounced with each thrust of Jessica and Cindy's fingers, her nipples hard and sensitive.

"Fuck, yes!" Gwen cried out, her body writhing as Jessica and Cindy continued to work her over.

Gwen had never felt anything like this before. Sure, she'd had orgasms before, but never like this. Never so intense, so all-consuming. She felt like she was going to explode, her body on the verge of shattering into a million pieces.

Jessica and Cindy finally pulled their fingers out of Gwen's pussy, their hands slick with her juices. Gwen whimpered as they pulled away, her body still humming with pleasure.

"You okay, Gwen?" Jessica asked, her voice soft and gentle.

Gwen nodded, still trying to catch her breath. "Yeah, I'm good."

"Good," Jessica said, a wicked grin spreading across her face. "Because we're not done with you yet."

The blonde's heart caught in her throat as they pulled her gently across the room and lay her down on the bed. It wasn't fair. They were still in costume while she'd been left totally naked.

As if reading her mind, Cindy peeled herself out of her Silk costume, exposing her own naked sex. More experienced, Jessica made more of a show of stripping out of her bright red costume. The effect was the same though. Now they were all naked.

Gwen tensed up as Jess took hold of her wrists and wrenched them up above her head, holding them tightly in place. Gwen's legs kicked slightly in protest. Jessica's grip was like a vice, holding her in place. Cindy crawled onto the bed and planted her hands on Gwen's thighs, rubbing slowly but forcefully, to get Gwen ready again.

Gwen's body responded instantly, her nipples growing hard. She closed her eyes, trying to calm herself. She'd never been this exposed before. Never been this out of control. And yet, despite her fears, she was enjoying it.

Cindy's fingers found Gwen's clit, circling it and pressing down, sending waves of pleasure through Gwen's body. Gwen moaned, trying to bite back the sound. Jess chuckled, leaning in to whisper in Gwen's ear. "That's it, Gwen. Let go. Enjoy it."

Gwen couldn't help herself. She relaxed into their grip, letting them do as they pleased. Jess's mouth found Gwen's breasts, licking and nibbling at her nipples. Cindy's fingers continued to circle Gwen's clit, pressing down harder with each pass. Gwen moaned again, her hips bucking up against Cindy's hand.

Cindy took that as a sign, moving her hand away and crawling up Gwen's body. She straddled Gwen's face, her wet pussy hovering just above Gwen's mouth. Gwen didn't hesitate, opening her mouth and running her tongue over Cindy's clit. Cindy moaned, her body shuddering with pleasure.

Jess moved down, burying her face in Gwen's pussy. Gwen moaned again, the feeling of Jess's tongue on her clit sending waves of pleasure through her body. She pressed her face harder against Cindy's pussy, licking and sucking at her clit.

Cindy's moans grew louder, her body shuddering more and more with each pass of Gwen's tongue. Gwen could feel her own orgasm building, her body tensing up as she got closer and closer.

Cindy came first, her body shaking as she moaned loudly. Gwen kept licking, prolonging Cindy's orgasm as long as she could.

Gwen's own orgasm hit her then as Jessica's tongue sent her to the stratosphere, her body shaking as she moaned into Cindy's pussy. She could feel her cum dripping down her legs, soaking the bed beneath her.

Jess moved up, kissing Gwen deeply. Gwen could taste herself on Jess's lips, the taste only making her more horny.

"Your ass is next," Jess whispered, nibbling on Gwen's ear. Gwen shivered, goosebumps rising on her skin. Jess had a way of making her body feel so alive.

"Roll over," Jessica ordered. Gwen complied, turning over onto her stomach. Jess wasted no time, reaching out and giving Gwen's ass a firm slap.

Gwen yelped in surprise, her body jumping at the sudden impact. Jess laughed, her fingers tracing over the curve of Gwen's ass. "You have such a beautiful body," she whispered, her breath hot against Gwen's skin.

Jess slid down Gwen's body, kissing her way down. She spread Gwen's cheeks apart and dived in, her tongue exploring every inch of Gwen's ass. Gwen moaned, her body tensing as Jess's tongue probed her ass.

Gwen gasped, her body tensing up as Jess's tongue pressed against her tight hole. It was a strange sensation, one that she'd never experienced before, but it felt so good.

Jess must have sensed Gwen's apprehension, because she started to move her tongue more slowly, coaxing Gwen's body to relax. And it worked, Gwen's body slowly giving in to the pleasure as Jess's tongue explored her ass.

"Oh fuck, Jess," Gwen moaned, her body writhing on the bed as Jess's tongue worked its magic.

Jess slid a finger into Gwen's ass, pumping it in and out as she licked and sucked at Gwen's ass. Gwen's moans grew louder, her body writhing on the bed. She could feel another orgasm building inside her, her body tensing as she got closer and closer.

Suddenly her touch was gone. Gwen spent several seconds trying to get her breathing back under control. Then she risked looking back over her shoulder to see what was happening.

Gwen's eyes widened as she saw Jess's strap-on. It was huge, easily the biggest cock Gwen had ever seen.

Jess positioned herself behind Gwen, her strap-on pressing against Gwen's ass. Gwen took a deep breath, pushing back against Jess. She could feel the tip probing her ass, slowly sliding inside her.

Gwen moaned as Jess started to fuck her, her body moving in time with Jess's thrusts. It felt so good, having Jess inside her like this. She could feel every inch of the cock, filling her up in a way no one else ever had.

Cindy who had been watching eagerly, decided it was time to join in, sliding a finger into Gwen's pussy. Gwen moaned, her body shaking with pleasure as Jess and Cindy both fucked her.

Jess reached around, grabbing Gwen's tits as she fucked her. Gwen moaned, her body tensing as she got closer and closer to another orgasm.

"Cum for me, Gwen," Jess whispered in her ear. Gwen's body tensed, her orgasm hitting her then. She screamed out, her body shaking as she came hard.

Jess kept fucking her, drawing out Gwen's orgasm until she was spent. She pulled out, collapsing on the bed beside Gwen.

"That was amazing," Gwen whispered, grinning.

Jess and Cindy lay down beside Gwen, both of them panting heavily. Cindy looked over at Gwen, a sly smile on her face. "When's it my turn to fuck you with the strap-on?"

Gwen blushed, realizing they were going to be going all night.