Spiderman: In the Cat's Web

[Grobnar]

Spiderman and Blackcat

Codes: MF, Oral, Denial

***
Spiderman: In The Cat’s Web

Spiderman swung through the narrows of the city. Swung was the wrong word, flew was more appropriate. The evening was quiet. Green Goblin wasn’t around, nor was Doc Oc. Overall, there was nothing for him to do. Yet he was out patrolling anyway. Was it his spider sense tingling or something else?

With all the things that were going on right now from his job, university, and social life he was glad for these night patrols to distract himself from his not so heroically going normal life. He had just recently started to date Gwen and things were already going badly between the two of them thanks to the fact that he constantly had to bail on her to save the day instead. Peter already feared that she may start to suspect that he might be cheating on her; something that he would never do even in a thousand years. However, disappointing the people he loved was nothing new for Spiderman. What was new, on the other hand, was the effect that Gwen had on him. His already hormone plagued body was put under extra stress by constantly being around the beautiful blond and Peter couldn't do anything to lessen the pressure. It was still too early in their relationship to ask for sexual favors; not that Peter would have had the guts to ask her anyway. Having being raised strictly Catholic by his aunt and uncle he rarely masturbated. The only alternative he knew of to calm his little buddy was by thinking back at the time he accidently walked into Uncle Ben and Aunt May taking a bath together. Speaking of his package, it was easily over a foot long while hard, plenty thick and supported by two orange sized testicles that were capable of producing ridicules amounts of cum. But Peter who had no sexual experience whatsoever had no idea that he was blessed when it came to that regard. He considered himself average at best. Already it was hardening just thinking about Gwen; bulging his costume out.

Let’s not get too excited now. He thought to himself, trying to calm his ever willing friend. Peter’s enhanced hearing picked up the sound of glass shattering. Underneath his mask he smiled. Just what I needed. He changed course and swung to where a robbery was happening.

***

Black Cat hated breaking glass. It wasn’t her style to be so….noisy. The burglar preferred to be more surreptitious in her activities. Unfortunately, she miscalculated and the glass panel was not tempered glass, but plate. The countless shards clattered to the ground loud enough for anyone in the area to hear. Or a certain arachnid based superhero. Felicia shrugged at that, even while she grinned. Their relationship was a rivalry at worst. At best, it was a cat and mouse game of mutual attraction and admiration; fueled by work, competitiveness and a fair dose of hormones. They hadn’t wound up in the sack yet, but that was only a matter of time. And he’ll be in way over his head when he does.

The white haired antihero slipped inside her newly made entryway. Her job for the evening, a small jewelry shop boasting an impressive stash of goods despite its’ size. The catsuited woman slinked across the floor, carefully avoiding the surprisingly vast array of alarms and cameras. I mostly likely set off one already with the glass. She thought, checking her watch. Probably only gives me 5 minutes then.

As expected, all of the shelves were empty. The owner wisely locked them up in a safe, free from prying eyes and prying hands. But not mine. It was no effort on her part to locate the safe, nor was it an issue to pop open the lock and change the combination. With a satisfying click the the lock disengaged. Come to mama. She pulled a pen light off her belt and opened up the safe.

Jewelry, gems, watches and countless other goods shined in the light. Felicia’s own eyes sparkled with glee and she drank in the sight of all the valuables. She held the light in her mouth while she reached into her belt again. This time she pulled out a bag that, with a snap of her wrist, swelled in size. Her ill gotten gains clanked noisily as she jammed as much as she could into the bag until it was nearly bursting with loot.

Black cat closed up the safe and put out the light. Perfect, and no interruptions either.

***

Peter hung upside outside the jewelry store, observing the break-in. As he suspected, it was Black Cat that was doing the breaking in. The compulsive thief had a fondness for jewelry. Great. He thought. And here I was thinking that I might be able to distract myself by beating up some thug. From all the villains that he could have run into it had to be her. I would have preferred being thrown through a wall by the Rhino or shocked with 10.000 Volts by Electro instead. Oh well Spidey just think about the Bath! Concentrate! His member strained in protest as he struggled against his urges. Peter didn’t burst in to interrupt her little heist. He was waiting til she was clear the store and back on the rooftops to confront her. Much easier for all of us.

Peter blinked as he watched the catsuited thief sneak her way back out. She was attractive no doubt. Her muscular body honed through countless hours of work. It flexed and caused her two size two small suit to strain with every movement. He couldn’t see from this angle, but knew from prior experience that the suit was glued to her full rear end. Peter blushed at that. Sometimes when they were fighting he’d grab a handful of butt; squeezing that tight rear end while grappling for dominance.

Her catsuit barely made it up her torso either. Like she designed it that way. The zipper only went as far as her navel, showcasing her taut abdomen before it split even wider to account for her more than generous cleavage.  Each one was bigger than a handful, and seemed impossibly firm despite their size. Not that he ever got his hands on them. As well she had that mane of wild white hair. He always wondered if that was her natural color or she dyed it. No Spidey! Bad Spidey! Stop thinking about that!  He scolded himself as she slowly climbed the side of the building. Was it lust or admiration that kept getting them so close? He wanted her for sure. To peel off that catsuit and fuck her on the roof tops. She was lust distilled into human form in his mind. Sexual rather than sensual. The opposite of Gwen.

She was nearly there now, a few more steps and she’d be home free. So Felicia thought. Peter grinned to himself as he started up to the top and Felicia.

***


All too easy. Black Cat thought to herself, her bag of ill gotten gains hoisted around her back as she made it to the roof. From there she’d be able get to her favorite hideout and off load her loot. The white haired thief had barely made it 3 steps forward when her intuition went off. It wasn’t the spider sense that her party pooping rival had, more like a cognitive sense. Someone’s home…

“Black Cat!” Felicia sighed as Spiderman made his presence known. Not one for subtlety this guy. With an exaggerated motion she dropped the bag to floor and turned to face Peter.

“Yes Spiderman?”

“Drop the goods!” Spiderman was in a defensive stance, ready to defend himself if she decided to fight. Felicia blinked several times before prodding the bag with her foot.

“It’s on the ground.” Black Cat smirked, advancing on the confused hero. “Are doing okay Spidey? You seem tense”

Spiderman was silent as she advanced on him. She had put an exaggerated sway into her step; her hips traveled hypnotically until she was well within reach. Peter again didn’t respond to her actions, instead his head seemed to keep bobbing with her steps. Felicia looked down and noticed that his own package seemed to be increasing in size. She licked her lips unconsciously. My my, how come I didn’t notice this. “Hello? Earth too Spidy. Are you trying out the silent routine now? Or are you just feeling the strain of the job?”

She patted the bulge in his costume to emphasize her point. Oh it is big. Peter still didn’t respond and Felicia started to get concerned. Did I break his little spider brain? Finally, the cogs inside his head started up again. “Stop right there and leave the loot!”

I broke him...and didn’t even touch him. “Fine Spidey...you can have the loot.” She sauntered back over to the dropped bag and picked it up. Of course, she didn’t pick it up by just grabbing itself. Instead, she bent at the waist, shaking her pert rear end at him as she gingerly grabbed it. She sauntered back over to him, dropping it at his feet. “If you get the loot do I get the package?”

Black Cat sunk to her knees in front of; his bulge mere inches away from her face. She examined it with a critical eye. Definitely big. She felt her sexual juices start to flow. Yet, Felicia opted to play with her friendly neighborhood Spiderman just a tad more. “Looks like everything is still in here. Gems, jewelry, watches? Though you think I could keep this one?”

She came up to face him again holding a copperish necklace. Inset was a cat’s eye. “I kinda like this one.”

Felicia, in an exaggerated motion pulled the clasp apart. She rang out her mane of white hair and placed it around her neck. The jewelry hung down so that the eye was just at her cleavage. “Perfect isn’t it? Well, I think it’s time for my reward.”

Black Cat went to lean back down; her mouth watering as she did so, licking her lips in anticipation of getting her treat. Already her gloved hands were at his sides, pulling at his costume trying to free his monstrous appendage.

For all her skill and forethought, she never expected the him to push her away. She was so surprised by it that she got knocked on her ass. What kind of man would refuse me! Especially him! He is denying me of all people! “Did I say the wrong thing?”

“All the…. loot…. goes back!” He stammered, barely getting the words out of his mouth and obviously nervous with the entire situation. He seemed to be vapor locked in action. As if he didn’t trust his body at the moment. Felicia wiped away some spittle off her chin. Well if he wants to play it the hard way so be it!

Black Cat was on her feet in a second. The thief was already in action before he could respond, diving at Spiderman and grappling with the surprised hero. She snarled as she came, slamming into him and knocking him off his feet. Peter struggled to respond, but he didn’t exactly want to. Her leap caused his head to slip between her breasts; his struggles only serving to motorboat her cleavage. Felicia wanted to sigh in pleasure, stop this fight and mount him. Yet, her anger had won out.

She lashed out, rolling them across the roof and threatening to throw one or both of them off the side as she did. Felicia could’ve used her claws, but she held back. Why she wasn’t sure. One thing was for certain though; she needed to get out of there. She broke the grapple with a solid hit to his side and launched herself up. Black Cat got two steps before she felt a hand on her leg. It nearly knocked her over, but only succeeding in spinning her about. Another hand came up and grabbed at her outfit. Her bad luck power normally affected other people. In this case, the power affected her. Or at least so it might have seem at first.

Peter’s hand grabbed hold of her costume, and succeeded. Unfortunately for her, he managed to grab it right at the V where the zipper was. Felicia’s skin puckered as her catsuit was ripped from her body.  Her chest was now on full display to the stunned Spiderman. This is my chance! “Like what you see Spidey?”

He didn’t respond as the mood turned sexual once again. Felicia opened her arms wide, inviting him to drink in her boobs. “Mmmm, enjoy it Spidey...cause next time….next time…”

***

Peter Parker shook his head, his mind suddenly clear again. Black Cat’s chest was better than he expected. Each breast was bigger than he imagined, capped with cherry red nipples. Already he was picturing himself motorboating them again, though this time he was sucking on the teat; slathering it with his tongue. But his dreams were suddenly and harshly interrupted by a fist coming down straight into his face transporting him into a very different kind of dreamland.

When Peter regained consciousness again he was lying with his back on the hard rooftop of the building. Black Cat was gone, as was her naked upper body. A torn section of the Catsuit was still death gripped in his hand.

“At least she didn’t get the…” Spiderman looked down and saw that the bag filled with her stolen loot was gone. “Crap!”

***

Felicia smirked to herself as she entered her lair. Besting Spiderman was much easier than I thought. She eased her body out of her torn up catsuit, noticing a giant patch that had torn away. Probably a loss, but I have extras.  Black Cat removed the remainder of her costume, leaving her in the buff. Idly, she cupped her breasts as she faced her floor length mirror. Must be good enough to distract Spiderman. Although, I probably can’t push it. Felicia ran her fingers through her white hair, rejoicing in her small victory tonight. Sure she got away with the loot, but right now that was the small prize. The real prize was discovering how easy it was to distract Spiderman. If he can be distracted he can be controlled. If he can be controlled….well she knew exactly what she wanted there.

***

Peter nearly slammed his window shut in frustration. He screwed up. Not in the world is doomed sorta way, but letting a criminal get away was bad enough in his mind. Especially Black Cat. It’s not like she deserved a free pass. She had been both a help and hindrance more times than he could count. Does good cancel out bad? Peter thought as he removed his outfit. In this case no. She still needed to be caught, and punished for her crimes. Punished. That word swam around in his head; his brain trying to process all of its’ meanings. Thoughts of her bent over his knee while spanking her swam up in his mind. He paused for a moment before squashing those thoughts. Not that sort of punishment.

Spiderman pulled out the scrap of her outfit that he had come away with. He absently brought it to his nose and sniffed. Lilac. She was a villain at worst, anti hero at best, but still all woman. And what a woman she is. He desperately tried to recall the images of her bare breasts and the memories of motorboating them. He’d love to do that again without the mask on.

His cock sprung free as he pulled off his pants. Nearly 13 full inches of meat fully erect anxious for release. Peter absently scratched at it, noticing his full testicles also seemed to be vibrating. Bathtub! Bathtub! He tried to conjure up those images to no avail. Instead of Uncle Ben and Aunt May it was him and Black Cat in the tub. Her breasts buoyant against the gentle lapping of the waters. Her feet prodding his member every so often; a giggle escaping from her lips. He tried to overlay Black Cat with Gwen, but it was of no use. Any effort to replace the white haired thief with his blonde girlfriend met with failure. Gwen would never do such a thing. He thought, shaking his head. She wasn’t a prude but she wasn’t adventurous either. Not that I couldn’t say the same thing.

The thick head of his shaft was demanding his attention. A small bead of precum formed at the tip, slowly heading towards the carpeted floor. Peter sighed, he wasn’t going to be able to get rid of this the usual way. That left him only with one other option. He grabbed his bottle of body wash and headed to the shower, his aching erection leading the way. His reasoning was simple; if he was going to get off, the shower was the best spot to do it and dispose of the evidence. Peter turned on the faucet in the shower stall and waited. It took a long time for the water to warm up, giving him plenty of time to think. His erection still wasn’t going away as he thought over that encounter. Felicia’s tight ass waving at him, those strong thighs. He was a virgin yes, but he had big dreams.

Finally tired of waiting he stepped into the shower, only to be blasted with ice cold water. Someone must of used it all! He shivered uncontrollably. All thoughts of Black Cat and a sexual liaison vanished from his mind as he hurried rushed through his routine. He may be a superhero, but he still hated cold showers. He slammed off the faucet, nearly breaking it, and stepped outside. His body was covered in goosebumps as he grasped at his towel. The terry cloth provided little comfort as his frame shook for warmth. There was one benefit however, his rampaging erection was now gone; quelled by the blast of arctic water. Well, at least something good came from this. He thought as he slowly warmed up.

Peter made his way back to his room, dry but no warmer. He was anxious to put this incident behind him. He slipped under the covers of his bed, rejoicing that they were at least warm. Maybe I should call Gwen tomorrow, see if she’s ready to move on to the next step. He snorted. Yeah, like that’ll happen. Spidey, you’re going to be a virgin forever. Yet, Peter couldn’t help but think something had changed this evening. Either with himself or with Black Cat. I guess next time I’ll find out.

***

Spiderman swung easily from point to point. It had been several weeks since the encounter with Black Cat and since then there had been silence. Sure there had been other villains popping up from time to time. Last week he defeated the Vulture in an aerial duel, yet Black Cat had not been around. He idly wondered what Black Cat was doing. She was an impulsive thief and her staying hidden was not something he was used to. Peter swung up from his last strand and came to a halt of the roof of a tall office building. It was quiet in town. I don’t mind it but I don’t trust it either. His spider sense tingle, the sound of glass breaking off in the distance. This seems familiar. With little choice, he shot a web in that direction and took off.

He came to a stop where he thought he heard the glass, yet something was amiss. All the windows in the area were intact, some even freshly installed. Curious, he climbed up one of the central buildings. Spiderman found what he was looking for; a piece of glass that had been shattered into a thousand shards. If he didn't know better, he'd imagine it was the work of kids.

Dismayed, he dropped the piece to the ground. He was about to take off again when he spotted something in the corner. Even in the twilight he was able to make out a dull shape leaning against the access door. Carefully he approached it, his spider sense on full alert. Yet, surprise turned to confusion as he grabbed the bag and opened it.

He was half expecting it to be filled with garbage, but Peter’s eyes opened wide as he started rummaging through jewelry. Mounds of it. Is this the... The realization smacked him right in the face. This was all the stuff that his rival had stolen weeks before. What's it doing here?

“Looking for an answer Spiderman?” Black Cat said, appearing behind him out of nowhere. “Looking for something...or….someone?”

That last word came out in a purr that gave Peter chills. He spun around to face her, but found himself vapor locked. Felicia sauntered up to him up, one foot in front of the other making her hips pop. She advanced on him, pushing him up against the wall when he didn't react.

“Careful! You might drool through your mask there Spidey.” She closed his open mouth with her index finger. “Here's all the loot back. You can have it. Except…”

Peter’s stuttering brain finally managed to remember words. “Except…?”

“This one here.” She pulled the zipper to her outfit. Spiderman didn't notice it at first but her normally open, cleavage bearing outfit was zipped up tight. In a heavily exaggerated, achingly slow motion the thief reached up and pulled at her zipper. The click of each tooth was audible as it worked it's way down. Peter was still not reacting. Well, most of him wasn't. His member throbbed and swelled in the tight confines of his spandex pants. Felicia’s smile widened as she saw it snake down a his pants right leg. Much bigger than I thought.

The costume continued clicking open, revealing her milky white cleavage and the last remaining jewelry. The Cat's eye rested comfortably between her breasts. If Peter was staring at it or her boobs she didn't know. Nor did she care really. She advanced on him again. “Well, you going to come get it?”

Spiderman still didn't respond as her chest was mere inches away from his face. Her breasts swelled up with each breath she took, practically beckoning him to ravish them. Come on Peter, you can do this. Bathtub! Bathtub! Yet his body was ignoring his brain’s commands. His cock kept swelling even as his body refused to respond. His failure to respond only pushed Felicia further.

The zipper slid past where it would normally stop. Her bare navel now on display. Black Cat didn't waste time for a commentary however. Instead, she worked herself free so her gorgeous upper body was now on full display. Her red nipples stuck against the white flesh of her boobs, even now those caused Peter’s mouth to water. “One last chance to get it Spiderman.”

She didn't let him respond but rather grabbed his head, pulling his mask up till his mouth was free and smashed it into her cleavage. It was that action that snapped him out of his stupor. Rather than rip off the necklace, Peter suppressed urges took over. His inexperienced tongue lashed out of her breasts, anxiously trying to get whatever delight it could out of her boobs. He slobbered over to a nipple, practically latching on as he tried to please the thief.

Felicia let out a satisfied sigh. Oh this is going better than I had hoped! She had guessed at Spiderman’s inexperience earlier, and now it was confirmed by his haphazard attempts to pleasure her. She wrapped her arms up around him, forcing him in closer while pushing him onward. “That's it baby, you work that tongue.”

The hormone distracted superhero obliged, redoubling his efforts against her breast. Felicia slid her arms down his body, feeling up his not insubstantial muscles.

“Oooh, you're so built and powerful… it's exhilarating!” She said, stroking his ego while luring him into her trap. Her very own web as it were. Her hands squeezed his biceps, cruising down his arms until they reached his hands. Spiderman was still distracted however, he had moved from her right breast to her left and was now noisily trying to pleasure it. He had enthusiasm, but a severe lack of knowledge. Maybe we'll work on that. She mused.

A gurgle of noise came out between them, sounding like a protracted sneeze. This was quickly followed by another. Peter halted his efforts immediately, pulling away from her cleavage to look at her. “What did you do?”

“You have saliva on your chin.” She answered noncommittally. “Simple, I immobilized you.”

He looked down and discovered it was true. While he was distracted the thief had coaxed his hands into the correct shape and snapped his wrists. Two strands of his webbing now bound him to the ground. Spiderman was immune to his own web, but his clothing was not. He looked back up to see she had produced a pair of handcuffs. Not the police kind, but ones reinforced to handle his increased musculature freshly stolen from Osborn Industries. She tapped them against her chin.

“This might be a bit kinky for you, but we're already at the costume stage soooo....” She bound one arm and then the other behind his back. Completely in my grasp. Black Cat mused. Wait, I got a better one. “How do you like being in my web?”

Peter was not amused and struggled against the bindings. Felicia leaned forward, letting her breasts wobble enticingly. “What's the matter? Cat got your tongue?”

She gave a small chuckle. “Don't you worry. This cat will use her tongue even if you can't use yours.”

Felicia sank down to her knees before her new pet spider. Her hands came up and traced the contours of his spandex; focusing exclusively on the prominent bulge that telescoped down his right leg. “It's so big….mmm….and hard. Have you been holding out on me baby? Banging other girls when you could've had me?”

Peter’s response or lack thereof gave her the answer she needed. Black Cat continued to fondle his package as she explained. “What? No comeback? No smartass comment? Not even a lame joke? Why Spidey, one could think that you have met your match. Oh I get it, you're the silent type when it comes to this. Don't worry, I'll keep your secret.”

Black Cat mimed zipping her mouth shut. The thief reached up and felt his balls. Each weighty testicle felt full, as if he had been saving up his cum for along time now. “You're really holding out on me. Your big beautiful balls here could burst any second now if you don't let go soon you know. But no need to worry, I'll help you out.”

Spiderman whimpered as Black Cat pulled at his costume, tugging his pants free and down his legs; giving his cock the slightest bit of simulation with each pull. It was almost comical as she worked them down, the spandex was barely yielding against his straining member. With a powerful pull and a grunt she yanked his pants down the rest of the way.

His freed cock nearly smacked her in the face as it burst free. A veritable baseball bat of a dick, it pulsed with the beating of his heart. Large veins crisscrossed the surface and the head was a deep shade of red. To Felicia, it was almost begging for a release. Already a small trail of precum trickled from the slit. She gently stroked it, much like one would a pet. “Oh yes baby, even better than I thought!”

Her small delicate hands contrasted with the pulsing member. It took both hands to encircle it; fingertips barely managing to touch around the girth. She tentatively pumped it; gauging its response and that of its owner. The cock twitched while Spiderman still struggled. Yet, as she kept up her experimenting his struggles decreased. Someone likes this!

Her hand glided down to the thick base of his sexual tool and to his testicles below. Each one was as big as an orange and felt heavy in her hands. The balls were warm to her touch and seemed to vibrate. She already pictured that his overworked, overstimulated, hormone ridden body had these bad boys working over time. Constantly churning a copious amount of cum, she relished the opportunity to break him in as it were. She hefted each one experimentally; testing their weight. Felicia also had a certain amount of surprise as each gonad overflowed her hand. This boy is packing some serious heat. She thought, a wry smile on her face. Too bad he doesn't know it.

Black Cat knew that Spiderman could be in perfect control of the situation. His meaty member was a gift. A sexual superhero of sorts. Yet, Spidey seemed woefully inexperienced and battling some sort of inner dialogue that left him paralyzed with indecision. Making his mind up is all I need to do then. Part of Felicia felt a bit of pity for him. Whoever Spiderman really was probably had a girlfriend but that girlfriend kept him in a constant state of blue balls. If she only knew.

Black Cat could picture it now; their roles reversed. She would be willingly ensnared in his web, her suit in tatters. Her chest heaving as she stood nude before him. Felicia’s nubile body on full display for his delight. Soon his godly cock would be working her over. Pounding her as she accepted him as a lover. Black Cat’s body shaking as countless orgasms rocked through her form. She wanted it, and it made her excited just thinking about it.

Reality was harshly different. Felicia was in control, and she had Spiderman quite literally by the balls. Two big enormous balls. She licked her lips in anticipation. “Ready baby?”

Peter only grunted in response. His efforts were futile. The cuffs held fast even as his muscles strained. That wasn't the only issue; he was in a battle of wills against his more primal instincts. Animalistic lust vs his guarded geeky nature. His catholic upbringing was crumbling as Black Cat absently fondled his nuts. Am I really that big? I thought I was just average. He thought as he struggled against his bubbling desires. Maybe I hang out with the wrong crowd.

“I'll take that as a yes.” Black Cat responded. Her hands sensuously started to massage his overloaded sack. His pool ball sized testicles rolled in her hands as she cupped and tugged each one; delicate fingers probing the surface. Not one to half ass a job, Felicia Hardy leaned forward and got seriously involved. Her tongue lashed out striking each testicle in turn before she buried her face in his sack. The massive set of gonads covered her face as she wiggled back and forth, playing with each ball in turn. Spiderman must have been enjoying it as his cock, now towering over her head, released a steady stream of precum.

The lube trickled down before landing on her bareback. Felicia loved it. He's completely at my mercy. She mused as she continued her oral assault. The baby makers before her were dripping with her saliva. Far above, Spiderman’s breathing came in short shallow breaths and his voice cracked with whimpers and groans. She lashed out again, her tongue tracing the curves of his sack even as her gloved hands kept up their massage.

Black Cat felt his balls tighten up and she knew what was coming next. The virgin superhero was about to lose his load. Based on the size of his magnificent orbs there was no doubt it would be a truly massive amount of cum. Pints if not liters. Felicia didn't doubt that several year’s worth of pent up sexual frustration would come with it. No reason to disappoint now.

Peter was doing his best to control the situation, and failing miserably. His breathing was ragged as he struggled against the flood of hormones and pleasure that pulsed with every beat of his rampaging heart. He could barely see Black Cat beneath his cock but could feel what she was doing. Every lick, pull, suck, and fondle his spider senses made sure he knew about in spades. His mammoth member was painful erect; the head was now a deep shade of crimson and a constant stream of pre leaked out. Much like the faucet he helped aunt May fix last week, yet this was no kitchen tap. This was a dam leaking before bursting; his very own hoover. What started as a few drips turned into a trickle and then a steady stream. Peter knew it was dripping onto Black Cat. There was no other place for it to go.

In between his attempted to control his own body he pictured that stream, how it hit her bare body and cascaded down it, maybe even going down the crack of her ass. Her full, firm, luxurious ass. Spiderman shook his head to banish the thought. Yet the image did not disappear. It morphed to her facing him, looking up over his cock with those green eyes of hers. His member still leaking copious amounts of pre but this time it leaked down her face. Dribbling off her chin down those fantastic breasts of hers. It would pool in her cleavage before dripping down her taut abdomen and down to her crotch. He could see the image perfectly in his mind. He liked his lips, his desire overriding everything as he wanted to….

“Ack!” He grunted in surprise, the image fading from his mind. Black Cat had him by the balls. And she was no longer pleasuring his sack but instead squeezing. His cock quivered as it was just shy of release. He was at the brink yet unable to go over the edge to orgasmic relief. Peter tried looking down at her, surprised he was able to see her smiling up at him. “What was that for?”

“Spidey…” She mockingly tsked him with a finger. Black Cat being Black Cat she waved it across his still leaking slit which sent shivers down his spine. “You were going to blast off way too soon. A girl needs more than just a little foreplay.”

A little foreplay?! Peter processed. If that was a little what was a lot? He only managed a groan in response.

“Good, cause we're going taking our relationship to the next level. Pay close attention Spidey.” Felicia teased but was unsure how to proceed exactly. She didn't consider herself a prude when it came to sex, nor was she overly flamboyant, yet this cock Spiderman was equipped with was completely beyond anything she experienced. It's sheer scope boggled her mind. Black Cat may have a big mouth but that came to words, not actions. Maybe….hmm…

Felicia hefted the cock with both hands. It was heavy, despite its size gravity had no effect on the member. It didn't lose any hardness since she cut off her pleasure from Spiderman's  family jewels. Black Cat went back a step so she was eye to eye with the large head. Playfully, she started to jerk the member, her small hands sliding up and down the rod in long full strokes. “Whoops, silly me. I forgot to lube!”

Spiderman groaned as she squeezed the head like it was a soap bottle and was rewarded with a large dollop of fluid. It overflowed her cupped hand and spilled over her chest. “Oh how clumsy of me. Good thing I’m already topless right?”

Peter strained in response, he was desperate to break free. To get in there and manhandle the playful feline thief. His energy waned and his body protested allowing Black Cat to push the envelope further.

“I guess I’ll just have to rub it in.” She cocked her head to the side as if she was considering. Yet, her hands were already starting to rub the jism into her chest. Peter’s eyes were drawn to her boobs as she rubbed them up and down with his fluid. Soft gasps escaped her lips as she went about her tease. Clear liquid meeting milky skin; giving her chest a wet shine. Black Cat paid particular attention to her nipples; rolling them with thumb and forefinger around til she cried in delight.

“Mmmm….mmmm….all good now.” She moaned out. “Now back to the job at hand.”

Felicia pumped out another handful of precum and rubbed her hands together. Then she went to town. Black Cat’s hands slid up and down on the dick, managing to hit all 13 inches in each pass. Felicia listened to Spiderman’s responses as she worked him over. The gasps and grunts were music to her ears as she pumped and prodded his cock. His cock became slick with his juices. Occasionally she would return to the crimson head, getting more ‘lotion’ that Black Cat coated across his member. Not forgetting about his jewels either, Felicia massaged the balls again till they glistened in the twilight. Each baby maker kept feeling heavier and heavier in her hands, like her stimulation sent them into overdrive. Even better, or worse for Peter, they were vibrating angrily. Looks like this lady's done her job. Satisfied, Felicia leaned back so her face was mere inches from his cock head. If Spiderman looked down he could only see her emerald green eyes above the crown. “I love a man that's so virile, and has so such self control. Are you a man of self control Spiderman?”

Black Cat asked but they both knew the answer. He nearly went off earlier and was already threatening to do so again. His inaction to her tease let Felicia push boundaries even further. With both hands gripped around the base she started to waggle the member around. “Mmm yeah….I could go all night with a tool like this. Is that okay with you Spiderman? Can you please this little kitty?”

The stream was now a torrent of jizz. Not a leaky faucet but more akin to a sink left running. Black Cat's smile broadened, “I also love the taste you know. It can be so invigorating.”

Felicia leaned forward and started to lap at his cream. Her tongue danced along the surface, slathering the head with her saliva before sliding along the slit. She lapped up copious amounts of juice, working it around in her mouth before swallowing. Spiderman swallowed too, a large gulp that showcased his flustered condition if not worried ego. Black Cat was a tad concerned as well but for completely different reasons; stalling for time as she mentally prepared herself. Now or never.

Without pause, statement, or even a witty aside, Felicia opened her mouth wide and swallowed the cock. The size was overwhelming to the thief; filling up her mouth then pushing it even further. Her gag reflex went into overdrive; spasming to rid itself of the large intruder. Yet she did not gag nor stop. Inches of meaty member were inside her already and Felicia pushed several more as she started blowing the arachnid themed hero.

Peter made a noise not unlike those when he surprised a villain. His knees wobbled and threatened to collapse out from under him. Only the webs that bound him to the roof kept him from doubling over from sensory overload. Black Cat’s slick hands contrasted with the coolness of her breath that gently beat down on his slick member. That too was contrasted by the warmth of her mouth that now worked more and more dick down her receptive throat.

Felicia Hardy blinked back tears as still more cock entered her gullet. It was just so overwhelming. A lesser woman would of given up, settled for giving her partner a handjob, but Felicia wasn't a lesser woman. Black Cat didn't back down from any challenge. More than half of his cock had worked itself in. Her throat felt like it was going to come apart at the seams as she forced in more and more. Must relax. Must relax. With some effort on her part, Black Cat calmed down her tight muscles and several inches disappeared in an instant. Soon she was staring right at the base where it met his torso.

Spiderman was staring off at the skyline and not at the busty feline antihero that was blowing him. I can do this. Resist Spiderman! resist! Peter felt a tap on his shoulder. He looked down to see Black Cat completely buried in his member. All 13 inches of dick complete Her face, or what he could see of it, beamed with pride. It must be an impressive achievement to swallow that much. He thought analytically. Peter wondered if Gwen would ever do that. Gwen! The thought of his demure girlfriend flitted through his mind. She was standing beside him right now, judging him with that angry face of hers. Arms crossed and her lips locked into a frown; her eyes wild and filled with disappointment.

“Go on Peter, fuck her. Claim her as your own.” The ghostly Gwen stated.

I can't! He replied back through his groans.

“Why not? It's not like you're in this relationship anyway.” Her tone took on a menacing quality. “ Just fuck her and move on. You'll make a better couple anyway.”

Peter was torn internally, his struggle now manifesting around him. The ghostly Gwen moved up and looked down at Black Cat busily blowing him. “She does things I can't, or won't even consider. Just give in.”

“I won't!” He yelled, completely not meaning too. The illusion disappeared as he looked down at Black Cat again, she nodded approvingly; no small feat considering she was speared on his dick and gave him a thumbs up. Peter groaned, this was torture.

Felicia was proud of herself. She was skewered by 13 inches of spidercock; longer and thicker than her arm, and she had done so without gagging nor bursting into tears. Wait til the girls hear about this. She pulled back, letting the cock slip out slowly. Achingly slow to Spiderman. He whimpered as he felt every bump and ridge of her throat as she pulled out. Even worse was the cold breeze that wrapped around his slick tool. The contrast was far too much for his enhanced senses to bare.

Felicia idly played with the head in her mouth, sucking it much like a kid would a lollipop. She removed it with a satisfying pop. “You won't what?”

Oh that was out loud. Peter would shit bricks if he had any control. He didn't want to give Black Cat any indication of  the serious emotional crisis he was facing right now. “...forget to study….”

“Really?” She asked incredulous. Felicia absently tapped his cock against her cheek like she was contemplating a serious issue. “You got a beautiful woman lying before you blowing your wonderful dick and that's the lame excuse you come up with?!”

Spiderman deflated as he was caught. He didn't respond to her question. Black Cat dabbed some precum onto her fingers and traced the crown of his cock. “So what is it Spiderman? Are you really concerned about studying or afraid you'll blow too soon?”

Peter struggled to come up with a reply. It was made all the more difficult by Black Cat rubbing the tip of his dick with affection. “I'm waiting.”

“I don't want to cum at all!” He finally admitted.

“Oh is that all?” Black Cat’s eyes sparkled with mischief. She swirled her fingers around the slit of his penis, gathering up some of his oozing fluid and swallowed it. “I wouldn't worry my little head about that if I were you.”

Before Spiderman could respond she was back in action. 7 inches of cock disappeared in a single go. It surprised even Felicia as she swallowed that much. Peter grunted in pleasure as his dick was once again surrounded by the velvety confines of Black Cat’s mouth. She bobbed up and down on it, swallowing more then releasing. Felicia didn't bother to try and get the whole thing in again. Once was enough for her. At least for today. She mused as she sucked the mammoth member.

The thief didn't keep her hands idle either. One hand held a steady grip on the cock, acting as a balance as she went about her business while also adding additional stimulation with slow, long up and down strokes to the few inches of cock that were denied entry in her mouth. The other hand fondled his nut sack. It pulled and rubbed the oversized eggs contained within. Massaging every square inch of his bulbous baby batter producing balls. Spiderman groaned above her, his knees now wobbled incessantly such was his loss of control.

Felicia rejoiced in the feeling of his testicles. His overburdened sack was even tighter then before her little sword swallowing exercise, as if he was content to fill it up completely. She could only imagine the amount of sperm he'd unleash when he finally opened the floodgates. If I let him. Black Cat sped up to where her head was moving in a blur across his dick. In-out, in-out, was the mantra the whole pace was akin to the indy 500.

Spiderman groaned in frustration. The ghostly Gwen was back. This time kneeling between his wide spread legs next to Black Cat as she pounded away on his cock. “She's really good at this you know? Wait you don't know. We've never done this.”

Peter clenched his fists so much they threatened to draw blood. The apparition continued her commentary, “Black Cat. Makes me wonder, are you rivals or lovers in training? I'm sure she doesn't do this for every hero she meets. Just give in Peter.”

I can do this, I can do this. Gwen stood up and moved to face him, her body going through the sucking thief. Gwen was in his face, he could swell her perfume wafting about them. She's not here. All in your head Spidey. “Just cum already. I know you want to. I mean have you seen your balls? They look absolutely grotesque. All blue and swollen. Like something out of a horror movie. You probably haven’t jacked in months. And don't even get me started on your freakish cock. I have seen horses that packed less heat. Are you really so naive to think that I would ever touch something like that? Let go Spidey.”

No! It was trying to hold back the ocean with a broom. A futile effort at best, downright dangerous at worst. Already his churning balls were gliding up his thighs, they were full and aching to release. Black Cat’s efforts lavished upon them did not help either, nor did the slurping she subjected his manhood tool. She was treating it like an giant candy, fondling the tipwith her tongue, prying for its gooey center. In just a few moments there was going to be plenty of goo to go around. He was quite amazed he was able to last this long against the talented thief, though he had lost track of time Peter knew a long time had passed since their first encounter. He opened his eyes again and Gwen was still there, boring into him with those azure eyes of hers.

“It's okay Peter. You can let go. It would have never worked between the two of us anyway, with you constantly leaving me hanging to play superhero like some adolescent boy instead. Besides just look at her go, how could a girl like me ever compete with that,Just give me one last kiss, that is all I ask of you.” He couldn't say no to her. Ghost Gen moved forward and kissed him.

A rumble emerged from his groin; starting with his testicles it shot through his entire being. His cock pulsed with life, the veins bulging with his racing heart. Spiderman’s entire dick was a shade of deep crimson as it vibrated. Felicia knew what was happening, and also knew what she was going to do.

Peter accepted his fate as he cast the broom aside. It was useless to try and hold back the ocean. Now the ocean was fighting back. In his mind he saw it, the tide had receded and now a tsunami had formed in the distance. It was racing to the shores of his mind. He didn't fight it this time, he welcomed it. Spiderman threw out his arms in anticipation of the pleasure tsunami slamming into him, burying his brain and washing him with orgasmic relief. He closed his eyes, smiling as heard the wave approaching.

And then …. nothing. The rush of water died as it was about to cast over him. In his mind Peter opened his eyes up and was looking at a tranquil sea. No waves, no tsunami, no orgasm. What happened?

Felicia twisted her hand again, cutting off Spiderman’s impending orgasmic blast at the source. He yelled and screamed; once more struggling desperately against his bounds with no effect. Only this time was different. There was an almost animalistic rage in his actions similar to a lion that had just won the right to take over the pride. His blue balls shook angrily at her, but she didn't care. Spiderman gasped for air as he came back to reality. “What happened? Why did you stop now?!”

“I don't fuck on the first date.” Black Cat replied. Despite her efforts a few drops of semen dribbled out of his cock. She scooped it up with two fingers and swallowed it down. “Too bad too, cause you taste delicious.”

He blabbered out some incomprehensible words as a replay similar to how a madman would while Black Cat continued to cut off all traces of his much needed orgasm. Rage simmered to the surface. I gave up Gwen for this! Peter paused in thought. No wait, I didn't. That however did little to cool his anger. Felicia stood up and wrapped her arms around the defeated superhero. “Don't worry my sweet, there's always next time.”

She kissed him full on the lips, not caring that she was coated with his juices. Spiderman, despite his anger at the duplicitous thief didn't care either, nor did his comically huge blue balls. He readily returned the gesture. He moved haphazardly, not from inexperience but instead trying to salvage whatever he could from the situation. Peter already knew he was going to be in the showers tonight.  Black Cat pulled off the cats eye pendent from around her neck. “Here something to remember this little adventure by.”

Black Cat wrapped it around his still throbbing cock. Felicia started to walk away, but stopped after several feet. “Actually, I may just keep it.”

She retrieved the pendant and gave his cock a long hard kiss instead. Hefting the bag of stolen jewels from earlier, she approached the ledge of the roof. Black Cat looked back one last time; smiling proudly at the absolute wreck of a man that she had created. “You want it, come and get it! Until next time!”

Black Cat leapt off the side and then she was gone.

***

Felicia stared fondly at the necklace in her hand. The cat’s eye jewel spun freely at the center. She sighed at the memory of that night. Spiderman was putty in my hands. Felicia enjoyed that evening, it was much better than she had hoped. Like I thought, he can be controlled.

“What is that?” One of her friends asked, sliding into the seat across from her. The cafeteria at Empire State University was packed, but there was always a spot for a friend.

“This, oh just a trinket I found in the markets.” Felicia lied.

“It's pretty.” The blonde managed through forks of salad. “You always find such incredible deals.”

You have no idea. Felicia thought.

“Say…”

“Hmmm?”

“I have a date tonight with my boyfriend, and I think that this would look great with my outfit. Can I borrow it? Please? I'll give you something as collateral.”

Felicia thought it over. She was going to be working tonight, but she doubted she'd run into her arachnid companion. “Sure Gwen. But only since you two make such a cute couple together”

“Thanks!” Gwen Stacy looked at the jewel for a second before clasping it around her neck. “Peter’s going to love this.”

***

[Grobnar]

So...I didn’t know the original was going to have the popularity that it did. I originally meant for this to be a one shot but I was convinced to by some parties to make another one. Part 2 has the same idea: tease and denial with a lot of sexual content. Thanks to everyone that encouraged a part 2, this is for you.

Thanks to Monder and Color of the Stars once again.

***

Peter kept staring at Gwen’s chest. He didn't mean to, but the object of his fascination resided there. It was a cat’s eye pendant dangling from a brass chain. The eye, while inanimate, felt alive to Peter. It was a subtle reminder of the events several nights previously. Even if he hadn´t remember, his large member and overburdened testicles could have never forgotten. His weighty balls pulsed as if to grab his attention while his prodigious penis started to firm up nearly ripping his pants in half while doing so. No doubt it was trying to point at what had left them so frustrated.

After Black Cat had abandoned him on the roof he hadn't moved for some time. His cock was still an angry red when he finally got the courage to stand back up. His webbing dissolved, Spiderman was able to start to free himself. Several hours and a dislocated wrist later he was able to remove a hand from the Osborne Corp technology. His blue spandex fought him tooth and nail as he dragged it back over his cock.

Defeated and humiliated he returned to his building, shutting the window and removing his outfit. Peter had failed spectacularly hard that night. Not just at stopping the thief, but also with himself. He gave in at the last moment, failing Gwen and welcoming the relief Black Cat offered him. Some relief. His boner, powered by rage and hormones, still had not receded by the time he removed the other cuff and got to the shower. Cold water beat down on his chest causing him to shiver. Learning from his experience weeks before Peter had hoped the cold water would temper his member. Yet, his hopes were dashes as 13 inches of stubborn erection refused to subside. Peter gulped as he knew what that required.

“Go on Spiderman. You can do it.” A ghostly Black Cat appeared in the stall next to him. She was completely topless as she cheered him on. Her voice dropped an octave. “Do it for me….”

“Yeah Peter, do it.” The ghostly Gwen was back as well, crammed into the increasingly crowded stall. “You already gave up on me.”

Peter slammed his fist into the tile. “I didn't give up on you!”

“You sure did.” That was Black Cat again. The visage kneeled before his crotch, absently rubbing her substantial chest. “What was it? Oh, that's right, a tsunami of pleasure racing to your shores. You didn't get that though. Come Spiderman, unleash the cataclysm.”

“Yeah Peter,” Gwen stood behind Black Cat. “Just whack it out. It's okay.”

Peter gave in. He turned off the cold water and approached the object of all his suffering. It took both hands to wrap around his cock and began pumping. Once he started he couldn't stop. He saw the tsunami again. This time Gwen and Black Cat were both there cheering him on.

“It looks like it'll be a big one.” Black Cat commented flatly.

“He hasn't had one in ages.” Gwen replied.

Back in reality Peter’s hands were a blur across his cock. Spiderman grunted and groaned; not caring if anyone heard him as he explored his carnal urges. The hero let his hips get involved, thrusting in and out sending his cock pistoning at speeds only a superhero could manage.

The apparition of Black Cat smiled broadly; rubbing her chest and squeezing those  cherry red nipples of hers. She moaned as Spiderman stroked faster. “Come on superhero, cum for me. Spray me right across the chest. You do like it don't you?”

“He certainly played with it enough.” Gwen responded, looking down at her smaller boobs. “Peter probably won't get much fun out of mine.”

Peter ignored the commentary and kept pumping. The tsunami was close now. He just needed a few more seconds.

A loud banging snapped Peter out of his orgasmic release. He ignored it the first time, concentrating on his cock but it continued preventing him from fully bathing in the storm of pleasure that was about to wash over him. He approached the door and nearly ripped said door off its’ hinges. That was a mistake as he whacked it straight into his erect member and growling balls

“What is it!” Peter unknowingly yelled.

Harry Osborne held a phone in his hands. “Gwen’s on the phone.”

“Thanks.” Peter grumbled, upset with himself. “and sorry.”

“You okay? You look flustered.” Henry examined Peter with a critical eye, not seeing the deflating dick just below his waist.

“It's been a long day.” He lied. “Chemistry.”

“Ahh.” Harry replied but had no interest in moving the conversation further. The millionaire's son was already walking away. “Go relax Parker.”

“I will.” If this cock will let me. Peter stared down at the flaccid unit jutting from his groin. Denied again. He finally remembered the phone in his hand. “Hey Gwen.”

“I thought we were going to to study chemistry together?!” Her tone was laced with humor.

“I just wanted to review. You know that exam is coming up.” He tried covering.

 “I know. Poor guy, you're always running around. Don't forget our date Friday!” This time she was dead serious.

“I won't.”

“Good.” There was a hidden context to it that Peter was easily able to discern. From the shower he could hear Ghost Gwen.

“You better not. Not this time Blue Balls!” She said, looking more at his balls then him. 
Back in the present, Peter snapped out of his trance. Non-Ghost Gwen observed this as well.

“Have you been listening?” If Gwen didn´t noticed his tenting pants and straining zipper or simply chose to ignored it she gave no indication.

“Sorry, I was looking at that necklace of yours.” That was true. “It's very pretty, where'd you get it?”

“This?” She pulled it off her chest for a closer inspection. “A friend let me borrow it. Why?”

“Oh nothing. It looks good on you.”

“Thanks!” Gwen beamed with pride. Peter was lost in thought. A friend gave it to her. A friend. The cogs turned inside his skull. Gwen knows Black Cat! Peter struggled with his internal dialogue. He couldn't just demand the name out of her. A girl like Gwen would be quite suspicious with a question like that.
Still Peter was going to get to the bottom of this one way or another. His blue balls screamed for revenge and he demanded justice.

“So what were you saying?” Peter asked, attempting to derail the conversation in his mind.

Gwen didn't help matters. She moved over and cozied up to him in their booth, letting her chest brush against his arm and the scent of her shampoo waft into his nose. Lilac. Peter could feel his balls rumble and his cock surge with life. Down boys. She's not teasing us. Peter paused. Or is she?

***

Wind whipped by Felicia as she ripped through the city. There's nothing like that feeling of being on a bike. The engine purred beneath her as she raced past other motorists. Black Cat wasn't sure of her destination tonight but she knew one thing: she would get there in style.

It was Saturday night and people were going out on the town. Meaning all the valuables were safely at home. Safe from who? The cat’s eye pendant felt cool against her chest as she took a hard turn. Gwen had returned the trinket earlier today. Cryptically, the blonde told her her boyfriend had taken a keen interest in the jewelry. That bothered Felicia for some reason. Peter had never shown a perchance for accessories before, why'd he start now.

You're really over analyzing this girl. Black Cat thought as she dropped a gear and zoomed past a creeping semi. Maybe it's just their anniversary and he wants to get her something nice. She had met Peter once or twice, but he always struck her as a geek. The lowest in the social pecking order. How he had landed a girl like Gwen was beyond Felicia’s knowledge. But then again Gwen’s the ultimate girl next door.

Satisfied with that answer Black Cat pushed the thought aside. A flash of blue and red whipped past her mirror. They weren't lights, but certainly caught her attention. Looks like I have a follower. Felicia smirked as she saw it again. The thief patted her purring motorcycle. “Let's give him a race baby.”

***

Black Cat was easy to find. Far too easy. Spiderman thought as he grappled from building to building. The telltale white hair was just one indication. The other was her driving; aggressive and seemingly reckless, she showed exceptional command of her motorcycle. He watched as the bike flew between two cars with mere inches to spare. Peter knew he was on the right track.

The webslinger bound behind her, trying to match her move for move through the streets of New York. Peter had the advantage though, he was not bound to the ground like she was. Yet Black Cat wasn't making it easy to follow her either, she twisted and drove through the city with a passion; a passion that made it difficult to keep up.

Peter nearly lost her in the steel and concrete maze. He nearly gave up until he spotted her speeding off in a straight line. Hurriedly, he swung after her.

***

Black Cat didn't mean to lose Spiderman. She made a twisting circular path through the city that made it difficult for anyone to get a bead on her. Felicia had faith the arachnid superhero would keep up but at some point he disappeared from her mirrors. Can't slow in case he's still there. I don't want him suspicious. Black Cat was acting on the fly, making up her plan as she went.

Originally, Felicia had planned to break into some east side high rises. That idea changed when Spidey had flashed past her. Now she was racing along with no destination in mind. Black Cat was torn. The thief had been the cat in their last game now she could be the mouse. That last encounter was thrilling. She thought. Felicia was willing for another round of their little game. I'd get to feast on Spiderman’s gigantic cock again! Just thinking about it made her mouth water and her crotch wet.

That large shaft, crisscrossed with voluminous pulsing veins. Engorged with blood it twitched and jerked with the beating of his heart. It was warm to the touch, even through her gloved hands. Not to mention the head. Bigger than a clenched fist it seemed to leak an endless amount of jizz when aroused. Poor Spidey probably has to drinks 3 gallons of water a day just to compensate for his male-tears alone.

And then there were his balls. Each voluminous testicle overflowed her hands when she held them. The weighty orbs vibrated under Felicia’s touch, no doubt constantly producing spunk for his mammoth member. Spunk he’ll never use. Black Cat loved the feeling of his balls; something about them just filled her with delight when she handled them. During their last ‘session’ she had spent a long time fondling, licking and otherwise pleasing his sack.

Black Cat shifted as she went onto a long turn that left in a straightaway. Well Spiderman, if you lost me here’s your chance. The engine’s pitch increased when the throttle opened and the thief rocketed down the road. Felicia was rewarded by that familiar blue and red blur in her mirror. Ahh, found me did you? Hmmm, but where to trap you.

***

Spiderman was baffled by Black Cat’s behavior. After her dizzying series of turns, banks, and course changes she straightened out and kept on a single path. She must think she got away. He laughed in his mask. She’s in for a surprise now. The webslinging hero sped up, slowly gaining on the ignorant thief. While he was catching up on her a heated debate was raging in Peter’s head. There were many other villains he could be tracking, so why follow her? Black Cat needs to answer for her crimes! At least that's what he told himself. Deep down, he wanted to see her again. His relationship with Gwen was still going at a snail’s pace and it seemed he was still destined to be a virgin forever. Black Cat’s sexuality was alluring to him, enticing.

Black Cat disappeared under a viaduct. Confident, he swung ahead, expecting her to appear just beneath him. Spiderman expected to get the drop on her. To his surprise, Black Cat did not appear on the other side of the tunnel. Where’d she go? He swung back around, landing at the entrance.

***

“Looking for me Spiderman?” Black Cat called out. Felicia had killed her bike as soon as she disappeared from his sight; coming to a stop at the far end of the tunnel. The thief waited, watching as the confused hero swiveled around looking for her. Now he was down on her level.

Felicia arched her back over her bike sending Spidey into overdrive. Already his dick was bulging against his spandex; the way her ass flared out only expedited the process. Spiderman approached her on uneasy feet, walking slowly towards her with the slightest sense of dread as though each step brought him closer to certain doom. “You've been working so HARD trying to find me. The least I can do is offer you a lift.”

Black Cat patted the rear seat of her ride. “Of course, it'll be tight but we can manage. You won't mind will you?

“Our bodies pressed together as we ride through the streets of the city. It'd be thrilling. Mmmm, you'd probably have your achingly hard erection buried in my back.” Black Cat spun around on the bike so she was facing him. “There's nothing to hold onto though. You'd have to wrap those strong superhero arms of yours around my waist.

“I bet you'd like that wouldn't you? Hmm Spiderman? Those big hands of yours would travel up until you were grabbing my chest.” Felicia grabbed her boobs and mimed the action. “Rubbing, pulling and squeezing them as we raced around town. Mmmm.”

Spiderman was in conflict. Images of the two of them flashed before his eyes. Black Cat was bent over her bike, legs splayed open and her pink sex on full display. His erect cock dripping with anticipation as he advanced on. His member swung from side to side as he took those few last steps; throbbing as every available drop of blood pulsed through the engorged veins. Just below, testicles swayed over muscled thighs. Simmering full of spunk, they anxiously waited for a chance to release their copious cargo into the provocative thief. Filling her up till bursting with his seed that she had dared to mock and tease so mercilessly not along ago. But more importantly, they would finally take revenge for the ordeal she had cost them For denying them their freedom. Peter would bring her to countless orgasms as they fucked on her ride. She would be a screaming mess, demanding more from him. A demand he was all to willing to comply with, bending her over, gripping that athletic as of hers and…

*Thwip* Peter was ripped from his thoughts by his webshooters discharging. Each one fired off a long consistent stream that not only tied his legs to the grounds but also reduced his arm movement to zero. “Crap! Not again.”

“Oooh, Spiderman did you discharge too soon?” Felicia smiled at Spiderman’s predicament. She didn't even plan this. Bad luck saves the day. “Don't worry, I'll help you.”

Spiderman didn't move an inch, not that he could have moved much even if he wanted to, as Black Cat slowly sauntered towards him. Peter was too terrified to even attempt putting his arms up in protest. This was all her fault anyway. Black Cat wasn't helping matters. The white haired thief wandered around, gazing like one would a new purchase. She went in and started to prod his body, feeling the densely corded muscles brought from his superpower.

“Firm biceps, and just look at these pecs. The girls at the gym must go crazy over you. Not to mention these abs.” Felicia pulled up his spandex top exposing the ridges of his deep 6 pack. Her tongue slathered over one. “Yummy. You could be knee deep in sex with this body.”

Can I? That thought never occurred to him before. Peter felt Gwen was his destiny, maybe even one love that appreciated him for who he was. Despite her not knowing I'm Spiderman.

“Not to mention this butt.” Felicia pinched it hard, causing him to yelp. “but most of all, is this monstrum that you have between your legs.”

Black Cat patted his obscenely protruding erection. The spandex was fighting for its very existence against the strain of his  erection. “This is the cock of a hero. After that little performance issue we better make sure it's still….intact.”

Felicia sunk to her knees before the silent superhero. Miracle this is still holding up. She thought, examining his pants with a critical eye. A wet spot was forming where the head was protruding; every passing second the spot grew in size. I better get these off. Her gloved hands slid up to the lip of his pants and latched on. They came down an inch when an idea struck her. Oooh. He's going to love this!

Spiderman could only watch as Black Cat grabbed the band of his pants with her teeth and started to pull. The spandex groaned in protest, but the thief would not be deterred by mere fabric. Soon Black Cat had the costume partially down his legs, only his unit keeping it still on. Just one more tug and...wait….

Black Cat released the spandex where it was. To her delight it stayed put. “Sorry, Spidey. I always wanted to try this and you're well equipped for the job.”

With both hands, she pulled the outfit along til just the head was contained within its’ confines. Letting go, Felicia got to see the gap formed by Spiderman’s cock. She bit her lower lip. “Wow, look how big and hard you are, your spandex doesn't stand a chance.

“....and these balls. Still as massive as ever. Have you been saving up for me?” Black Cat pressed herself against him, reached inside and grabbed his family jewels. Just like previously they overflowed her hands. Each weighty orb felt heavier than ever before in her hands.

The pleasure was too much for Spiderman to bare. He let out a deep beastial grunt sending his cock pulsing harder than ever. It throbbed in size and pushed free from its spandex confines. His pants tumbled to the ground leaving the superhero still bound but otherwise pants-less.

“You really know how to impress a lady.” Black Cat whistled at him. Measuring it against her arm. It easily beat her in both length and width; she was more than impressed. “You’re even bigger than I remember. Tell me are you in anyway related to the hulk? The more I play with your the bigger your magnificent cock seems to get.”

Felicia continued to lavish praise on his member while fondling his balls. Peter wished Black Cat would stop this relentless tease; he felt like a kettle put on to boil, and there was no telling how long before he boiled over. Uncle Ben and Aunt May. Uncle Ben and Aunt May. He prayed silently to calm his erection, though the gods were not fit to grant such a wish. Certainly not with Black Cat stroking his monstrous dick. He kept following her as she relentlessly teased him; his eyes focused on the necklace that dangled off her neck.

Black Cat somehow knew where Spiderman was focusing his attention. She fondled the pendant. “You’re still after that old thing? Let me give it to you in that case.”

Felicia snapped the jewelry off her neck, gave it a kiss and then wrapped it around the base of his dick. That’ll hold you. Spiderman groaned as the cool metal wrapped around his member. It was tight but not overly tight. While he was certainly a virgin, he could easily guess at its’ purpose. The pendant would hold his dick just tight enough to stop him from cumming too soon, yet not too tight to cut off circulation. 

“There. Now that it’s secure.” Black Cat gave the cat´s eye a tug, causing his dick to flop around spraying precum everywhere. “We can begin.”

Black Cat slipped the top of her outfit, once again revealing her large, voluminous but still firm chest to him. Just like several nights earlier, Felicia utilized his dick like a shampoo bottle, squirting out a huge load of jizz straight onto her chest. Spiderman silently watched as the thief did so; words stuck in his throat as she massaged the fluid into her boobs. A moan escaped her lips causing his dick to twitch. “I don’t know how you do it Spiderman. Your juices just feel so good against my skin. Let me return the favor.”

Felicia saddled up to him, still rubbing her glistening slippery chest as she looked upon his member; a glint of mischief in her emerald eyes. “I’m not the biggest for this, but I can’t pass this thing up Spideyn. You understand right?”

Peter groaned as a soft velvety prison rolled around his dick. It wasn’t really a prison of course, rather the soft flesh of Black Cat’s chest. His groan turned into a sigh as the luscious cleavage fondled his cock. So this is was a tit fuck is like. The analytical part of his brain sprang once again into action. No wonder guys like it so much. Peter never had one, nor expected to get one either. He had heard about it back in the high school locker room. The jocks would, of course brag, about their sexual conquests while Peter, despite having obtained the powers that made him Spiderman, would hide in corner; anxious to not be part of their world.  From their conversations he gleaned that certain cheerleaders were more than willing to perform such an act, and that it felt heavenly. Peter couldn’t confirm the former but the latter was one gigantic understatement.
 
He moaned as Black Cat worked her breasts around his member, the pleasure was nearly catastrophic to the virgin hero. His cock pulsed with life and the crisscrossing veins running along its’ length surged with blood. The slit at the end of his dick had turned once again into a leaky faucet. Jizz flowed out like water creating a wet situation that only added to their pleasure. The wet slurping of her boobs across his member were the only sounds heard in the abandoned viaduct. Unless of course you counted the constant grunts of approval that the spider hero let escape from his lips. Eventually the sensations of those two perfect mammaries were too much for the overeager and undersexed hero. Peter let out a cry of pleasure, much louder than the soft moans that came before only for it to turn into a cry of pain.

Black Cat released her hold on the pendant that wrapped around Spiderman’s dick. He nearly lost it there for a moment. She gave his cock a soft slap with her wrist in protest making it bob around, letting juices drip onto the asphalt. “No no Spider. We’re not done playing yet.”

The thief returned to her duties, rolling her wet tits around his ever leaking shaft. The noise was sloppy, but the enjoyment was fantastic for both parties. Felicia arched her back, pushing Spiderman’s pecker up until it nearly brushed her chin with every thrust. More than willing to add a twist to their sexual adventure, Black Cat craned her neck down until the massive crimson head was poking her in the face. She timed her actions and started licking every time it came near. The reward for her efforts was an added shot of jizz, striking her in the chin. It drizzled back down onto his cock and between her cleavage.

“I love it when I can do this to a man. It’s so sexy.” Black Cat got out between moans. “See how your cock just pushes through my boobs. Of course, your gargantuan member is so big, it's’ almost too much for my chest. So virile.”

Spiderman’s ego swelled with Black Cat’s talk. Was it true? Did I actually have a big dick? His lack of porn viewing and never looking at his fellow males left him with a pale understanding of his size and how it compared against the average person. His mind turned to his girlfriend of course, Gwen wouldn’t approve of this action.

“No I wouldn’t.” The ghostly Gwen was back in his head. “Besides, I’m far to small to do this.”

Shut up. He told himself, trying to quiet the visage of his love. Gwen may not approve, but he wasn’t in a position to argue. Black Cat was doing a wonderful job rolling and pushing her breasts around his cock; the soft flesh punctuated by the sopping fluids he was pushing out.  Not to mention her tongue. Peter never considered how much talent one could have with a simple appendage. The white haired beauty managed to make it dance across the head of his member, seeming to spin it around the very sensitive slit before letting it slide along the ridges of the head. He groaned again as she licked at the constant stream of pre he was dripping.
Felicia tired of just pleasuring him with her boobs. She dropped the wet breasts, letting them flop back onto her chest with a loud slap. Now Black Cat let her gloved hands do the work. Even through the material she could feel the hardness of his member. How it thrummed with blood and ached with life. No doubt his cock longed for release; the balls below it too demanded satisfaction. Full beyond capacity, they were vibrating and churning, filled up with his potent spider spunk ready to drown her with its’ creamy goodness. Felicia was more than willing to let him cum this time. She had gotten just a small taste of his seed during the last round, and she needed more. Precum is just an appetiser, I want the main course. Black Cat thought to herself. But I have to earn it as much as he does.

Spiderman was surprised when Black Cat ended her heavenly tit fuck, he wanted to stop her, demand she continue using those slick wonderful breasts around his dick. To continue letting her tongue slid along every bump and curve of his cock. Peter’s spider senses rejoiced in the sensations the combination provided. Her tongue had a certain roughness that only added to the feelings he was bombarded with, he craved it. Yet, nothing came out. His lips would only move far enough to emit a grunt or a gasp. Much like his arms, Peter’s tongue was equally bound and refusing to move; even as he desperately tried to will it so.

Peter sucked in air through strained teeth as Black Cat went back to work on his member. Gloved hands massaged the hard length, pausing only to grab more ‘lotion’ from his leaking head and work that across the entire 13 inches. Applying the juices all along his length and taking extra time on his baseball sized head. Polishing it until she could see the her own face reflected in the spite and precum.. Her hands dropped lower as the she worked in full, long yet also infuriatingly slow strokes; fingertips grabbed at the very edges of his bloated sack sending his balls jostling with every movement. Why’d she have to bind me up?

“Too keep you and that hideous monster you call your penis in control.” Gwen stated as she watched the sloppy handjob. “Can’t you see? There is no telling what kind of horrible things you could do to a girl with a thing like that.”

Spiderman could see it. His mass of hormones were rampaging through his system like Carnage through the city. Binding him prevented him from acting on his more primal urges. Tempting as it was to grab Black Cat and web her against the wall. She’d be completely at his will there. Her breath would come in short bursts as he pounded against her against the wall; claiming her as his own in a standing missionary position. He’d having Black Cat begging for his cock, even willing to reveal her identity to get more. Peter was a sexual dynamo that needed to be restrained for his own good.

“Yes. That’s exactly it.” The Gwen visage stated dryly. “Observe her technique.” 

Felicia wrung her hands like she was wringing water out of a towel, each stroke creating squishy sounds.Twisting as she pulled, she was rewarded with howls of delight by her captive spider. Spiderman’s supercock was bright red, harder than steel and begging for more. His oversized, overburdened eggs too demanded attention. Attention she was more than happy to give.

Black Cat didn't remove her hands from the mega sized member. Fingers kept playing even as she saddled up to his mammoth testicles. Felicia’s nostrils flared as she took in a wide of his scent. So manly. She thought as the musk permeated the air. I must have it.
Spiderman groaned as the that talented tongue of Black Cat lashed out again. It licked at his nuts, slathering them up while the thief gulp down the flavor of his balls.

I need more. Felicia thought, her brain demanded more of that virile flavor she tasted on her tongue. When each ball was good and wet, she attempted the impossible.  Opening her mouth wide, she sucked in one of the oversized nuts. It filled her mouth to overflowing, but Felicia rejoiced as she sucked on the mammoth baby maker. Her tongue, though limited in movement, was still able to work itself around while she twisted and drank into his flavor. Oh god this is incredible.

Black Cat nearly lost control. The thief practical spit out his nut and presented it to him then and there only to launch at it again like a starved lioness. I had no idea this could be so….intoxicating. Felicia grudgingly removed herself from the ball with a loud pop. Gasping for breath, she recovered from the experience, her hands still refusing to give up working the colossal rod that was above her. The sloppy wet schlicking noise only further punctuated by the sounds of her breathing and Spiderman groaning. Get a hold of yourself. Felicia thought. Then she went back for more.

Spiderman gasped in surprise as Black Cat inhaled his other testicle. With unbridled enthusiasm the thief twisted and pulled on it with her mouth; yanking and massaging his large egg in a ways he never thought possible. Who does this?

“Certainly not me.” Gwen’s visage once again commented. She was now kneeling next to Black Cat, observing the thief as she sucked away with reckless abandon. The ghost sniffed at his slathered wet member. “Not with that smell. She seems to love it though. What did she say? Virile? Smells more like you need a shower. Seriously Parker shame on you.”

Felicia popped free from the testicle. It was hard, not just because of the size. They were just so intoxicating to her, each ball overwhelmed her hands and filled her with barely disguised lust. This is what cats must feel around catnip. She swallowed relishing the taste of his balls one last time and then mentally preparing herself for what was to come next. “Ready for the main event?”

Peter was too much taken back by it all to do anything else but  nod as Black Cat positioned herself before his cock. Her pose was one of worship, like his dick was the epitome of fertility and manly virility. She licked it once, twice then thrice before impaling herself on the member. Spiderman groaned and tried to restrain himself. That ever present urge, that tsunami of pleasure still waited in the distance. Anxious to crash upon the shores of his mind and flood it with pleasure unlike anything he had ever experienced before.

“You know you want it.” Gwen stated as Black Cat urged more than half of his cock down her throat. The thief did not gag nor complain as the thick tool slid in. She looked up at him with those emerald eyes of hers, a glint of satisfaction flashing through them as she swallowed more inches.

Felicia was proud of herself. She didn't gag nor tear up this time as she swallowed the thick invader. A constant stream of jizz trickled down her throat as she went along forcing more and more of his sheer endless cock down. Black Cat savored the flavor that touched her tongue as she sucked on the tool. Careful girl, you might get addicted. Yet, it was already past that. Felicia slobbered all over the cock as she reached the pinnacle. Her nose squished as she pressed herself into his groin, relishing in that feeling of sexual gratification. Spiderman groaned above her, completely enjoying how buried she was on his cock. He should. I am the best after all.

Peter loved the feeling Black Cat filled him with. His spider senses were working in overtime as every throb of his bulging veins and ridge of her throat was picked up and sent to his shivering mind. She held her place there for a moment, just enjoying their complete union. Black Cat pulled back, undulating her throat as she did. The result was heavenly. It felt as if his cock was assaulted by a vacuum. Even as she pulled back her mouth still sucked him in.

Gwen once again appeared to him, cheering on the thief while admonishing Peter. “She's a total pro. Watch her suck and slather your cock. God, she loves this. Black Cat knows exactly what she wants and is getting it. Doesn't that bother you at all? That you're just a dick to her?”

No. Peter moaned as he responded. The kettle that was his balls was now boiling over. The steam trapped in his increasingly full ready to burst gonads and throbbing cock.

“Uh. How typical. All you care about is getting that freakish cock off yours off.” Gwen smiled in a twisted version of that welcoming grin he was used to. “Here let me give you a hint.”

The visage moved now until it and Black Cat were right next to each other. Then, to Peter’s amazement, something incredible happened. Maybe it was the incredible blowjob that was being lavished on his cock or a dozen other issues but he suddenly saw things in perfect clarity. The features of both ladies merged and morphed together.

Spiderman frowned even as a cry of delight escaped his lips. No way. Everything made sense. He wasn't looking at Black Cat sucking on his cock until it dripped with saliva. Nor was Black Cat the one that lavished praise on his masculinity. It was Gwen. Gwen is Black Cat! His timid girlfriend was the sexual thief. The thief that was currently massaging his testicle even as her mouth ran a marathon on his member.

The ghost Gwen smiled at him. “Now you know Peter.”

Damn right I know! Peter kicked into high gear, bucking his hips to meet Black Cat’s motions. The combined thrusts had her buried in his crotch. His mind justified everything. Gwen had that pendant not because she borrowed it but because she wanted me to see it. Peter was pleased with himself. It felt almost as good as the attention she poured into his member.

The hero took her completely by surprise when he joined in, nearly making Felicia choke on the meaty member such was his entry. Blinking back tears, she recovered quickly. Felicia wasn't sure what caused the change in Spiderman, but she wasn't complaining. He went from being a passive piece of wood to an active participant in this sexual adventure. A grin plastered, as much as it could be, across her face as she sped up. His thrusts met her own actions causing her to spend much of her time completely speared by his cock. Her nose brushed against his groin, inhaling his scent, making her dizzy. I think it's time.

Black Cat pulled back until just the tip still resided in the hot wet confines of her mouth. With both hands she reached up and loosened the pendant wrapped around his cock. Come on Spiderman cum for me. Felicia could taste his desired goo already. A faint trickle bubbled out with his precum. She relished the flavor, savored it. Come on Spider give it to me.This kitty needs her milk. She welcomed the thought of all that delicious cum flowing into her. Felicia’s crotch was beyond damp at this point. If things didn't move past 3rd base with Spiderman after that she’d be solving that particular problem later.

“Cum for me Spiderman. Cum for me Peter.” The visage of Gwen and Black Cat were fully merged now and Peter could only see Black Cat as his girlfriend. It made perfect sense now. They were polar opposites. Gwen was coy and sensual, Black Cat sexual and forthcoming. Of course she’s Black Cat. Peter’s cock swelled up in size, proud of its’ accomplishment and proud that it wasn’t cheating on his girlfriend. His girlfriends’ head was sucking the entire length of his tool. All 13 inches were deep inside her as she fondled his mammoth baby makers. The timidness as Gwen and the ruthless teasing of Black Cat. She was trying to feel me out. See what I was up for. Well baby, you're about to get paid off in spades. His balls tightened up as the brewing cum inside them reached critical mass. He couldn't wait to let them unleash their load into Gwen. Peter could just picture it. His cock letting loose a torrent of sperm into Black Cat. The hapless thief drinking it down with gusto, maybe even cumming herself after swallowing shot after shot of his potent seed. Maybe they'd reveal themselves to each other then.

Black Cat loved the feeling of his balls in her hands. They were just so massive and virlie. She idly wondered how much cum they produced. Guess I’m going to find out huh? Her tongue slathered over the end of his dick as she got to the end, preparing for another pass. Felicia ran it in til her nose was buried in his pubic hair She paused for a moment, savoring the feeling of his impressive length buried deep inside her, the smell of his sweat and most importantly the pride that came with devouring such a massive member that never seemed to lesson. His weighty testicles vibrating as they overflowed her cupped fingers. Liquid dripped down on them, a mix of jizz and saliva that her fingers worked in til they shined. Beamed with pride more like it. Felicia couldn’t imagine a guy not being proud of these sexual organs, most would probably display them like trophies. Her nostrils soaked in the musky scent of his body. The thief knew she was in control, and had to be. Spiderman could have her at any time now.

“Get ready Gwen, I’m gonna cum now.” He managed to squeeze out between grunts. “You’re ready for this big ol’ load?”

Gwen?! Felicia stopped dead in her tracked nearly choking on all the cock meat that was deep down her throat. No fucking way. Two irrevocable ideas clashed in her mind with the force of a nuclear explosion. Peter Parker is Spiderman?! The idea never existed in her mind. Not once did it enter her train of thought that Gwen’s adorable geeky boyfriend Peter was in fact Spiderman. The train was now derailed however and a new thought pulled up.

I’m fucking Peter? Oh shit. Gwen is going to kill me. Mere seconds ago Felicia was cheering on Spiderman, hoping, demanding his cum to pour out of his cock and all over her. The thief was waiting for the chance, savoring for when it finally came. Now she was filled with repulsion. I need to get out of here.

Peter was puzzled. He and Black Cat were at the crux of pleasure. The thief was merciless in her teasing, but now he was going to cum. Spiderman and Black Cat would be together, much like he, as Peter would be with Gwen. That’s why she wore the necklace. She was giving me a hint. Black Cat’s sloppy wet blow job came to an abrupt halt. The thief coughed up cock as she struggled to pull out. His cock wouldn’t be denied this time however. It flared up in size ready to finally flood her mouth and throat with its cargo as she desperately pushed off of Spiderman.

Felicia reluctantly punched his balls in her quest for freedom. It wasn’t the right thing to do, but it was necessary to prevent his balls from blasting their liters of saved up cum into her waiting gullet. A meaty fist smacked deep into his sack, punishing his right testicle for its’ attempt to taint her. Spiderman groaned, crying out in pain and fell to his knees, but the webbing wrapped around his legs stopped him completely. Sorry Peter. Felicia thought as she recovered. Sorry if I ruined your boyfriend for you Gwen. With a loud pop and a pricking pain, Black Cat managed to free herself from his cock. It bobbed in the breeze, spilling saliva and precum on the hard asphalt. She coughed as her throat adjusted to its’ freedom. More than likely, it was also trying to get whatever traces of Spiderman out.

“What’d you do that for?!” Spiderman wheezed out. “I was so close.”

Black Cat backed away like he was wielding a knife. “I’m so sorry Spiderman, but I gotta go. I got….. a break in…. to go to…...”

What the heck just happened? Peter thought as Black Cat mounted her bike. I nearly cum and she punches me in the balls and runs like I’m a thug. Spiderman groaned and strained. With a loud pop he tore his right arm free from the confining webbing. His first goal was not to chase after Black Cat, but make sure his little buddy was intact. Peter’s cock was still large and an angry crimson. It stuck out from his body like a beacon. He reached past it and massaged his balls. While they were sore, each bloated gonad was still intact. Spiderman watched as Black Cat mounted her bike and peeled away, a stream of smoke and burnt rubber trailing behind her.

Peter reached down and snapped the cat’s eye pendant off from around his cock. In her sudden quest to get away, Black Cat forgot it. He examined the jewelry with a smile on his face. “Don’t worry Gwen, I’ll give it back to you.”

I’m sure you’re in for a big surprise when I do.

[Grobnar]

***


Felicia was upset at herself. Really upset. Her last encounter with Spiderman started off exciting but ended in complete disaster. Peter Parker is Spiderman. A cloud followed over her in the days since then. It was a feeling she couldn't shake off. The thief felt like she betrayed Gwen that night. Poor Gwen. Dealing with it was made that much worse cause Gwen Stacy was as cute and demure as ever, completely oblivious to how her relationship nearly came to a crashing end.

Now she felt like a stalker. Felicia huddled in a corner of the student center eyeing her prey. Gwen and Peter were at a table, ostensibly studying, but the laughter coming from the table told her nothing was being done. She couldn't take her eyes off of Peter. Or the package he was carrying. Felicia had to admit he hid his endowment well, but now that she'd seen the thief couldn't unsee it. Her emerald irises were burned with the images of that 13 inch dick. How it pulsed with life, how those two oversized baby makers felt in her hands. Not to mention the way his musk made her nostrils flare and filled her with wanton desire. She lost countless hours in the intervening days getting herself off to those images. He's Gwen's guy. Felicia told herself. I can look, imagine, fantasize, but I can't touch. She wiped a trail of drool off her chin. Get a grip on yourself. You're not in love with him.

“But you want to fuck me all the same.” That was a ghostly visage of Spiderman that had appeared after their encounter. He followed her around, cock bobbing with every step providing a running commentary on her private thoughts. Unlike Peter, his ghost didn't have the shy demeanor. Right now it was waxing it's impressive tool in the vacant seat next to her. Felicia was torn, her eyes wandered between the real Peter and his exhibitionist ghost. Shut up.

Laughter broke Felicia out of her daze. Peter and Gwen were standing up now, shoving things into their bags as they cleared the table. She could only watch as they embraced, a feeling of envy bubbling up. How can she not feel that tool of his? Felicia followed Peter as he broke from the lingering hug and left the center.

“Your rival is coming.” Her provocateur announced. She's not my rival. She's my friend.

“Uh-huh.”

“Felicia!” Gwen waved merrily as she approached her. Buckling down her conflicting emotions, Felicia did the same.

“Hey Gwen.”

“What are you doing over here?” Gwen asked them pointed to the ghost free seat. “May I?” 

“Of course. I'm not sure really.” Felicia half truthed. “I'm just here.”

“Everything alright?” The blonde asked, giving her a critical eye.

“Yeah, I suppose.” Felicia buried her emotions. “What's up?”

“I need your advice.”

“You need my advice?” Gwen was nearly perfect; how did she need help? “With what?”

Gwen fidgeted, her mouth curled into a pout. God everything she does is so fucking cute! “I've been thinking and I want to take my relationship with Peter to the next level.”

“Okay?” Felicia knew where this was heading.

“I was wondering if you could give me any tips at all. I know you're more experienced, we'll not experienced but more mature than I am….so I suppose you know a thing or two, or maybe you don't….”

“She's asking if you've banged a guy before.” Faux Peter was there again, mocking her. I know!

“Yes, I've done some things with some guys.”

“I know you and Ryan were…..”

“Don't ever bring up that name again!” Felicia snapped. God it's like I just kicked a puppy. “Sorry, it's just…”

“No it's my fault.” Gwen apologized.

Yeah, not for the reason you think. Felicia’s former boyfriend was the reason she became Black Cat. She wanted to kill him for what he did to her, but a drunk driver forever took that chance away. Felicia suppressed the rage and shame that bubbled to the surface. She put on a fake smile. “So, what do you want to know?”

“How do you go about doing it?”

“Which ‘it’ are we talking?” Felicia laughed as Gwen made an up and down motion with her hand and a matching movement in with her mouth. “Oh that one!”

“I'm serious!” Gwen responded, her face flushed red from embarrassment. “I've never done it before.”

Felicia’s mind wandered back to Spiderman’s wonderful cock. The image of her bring completely speared on it also popped forward. “I think you'll have to just figure it out. I can't say just do this or do that.”

Actually I can, but I'm not telling her that. Gwen’s face pouted in concentration. “Okay.”

“Nervous?”

“A bit.”

“Relax.” Seriously relax. Panicking won't help you with that monster. “What's there to be nervous about?”

Gwen bit her lower lip. “I just want to make sure he...you...know…”

“Dear God woman, you two are perfect for each other!” Felicia placed a hand on her friend. “He likes you for you. You got nothing to worry about girl.”

“Okay. Thanks Felicia.” The blonde stood up. “I'll call you later.”

“I'll be around.”

“Pining for another girls lover.” The imaginary Spiderman piped in.

“Shut up.”

“What?” Gwen turned back.

“I said, I'll be around.” Felicia watched her walk away. The thief retreated back into her hoodie, away from everything. You're losing it. She sighed.

***

“I have something for you.” Peter announced as they got back to his apartment. Their evening had gone well so far and he could feel they were building up to something. Peter felt the time was right to reveal himself to her and his discovery of her identity. Maybe they'd have a special night then, rejoicing in their shared secrets.

“You didn't have to.” Gwen was saddled up on his arm as he shut the door.

“I did though. Just wait there.” Peter left her in the living room and entered his own room. Fishing inside his dresser he pulled out a small box. Now or never. Peter joined back up with Gwen. “Here.”

Gwen curiously examined the gift; shaking it as if to discern its’ contents.

“You can open it.” Peter grinned as she carefully inspected the package. His own package was swelling in anticipation. Soon. Soon.  Her fingers gripped the side and tore into the cardboard.

“Oh my god Peter!” Gwen launched herself at him, encompassing him in a hug. “How'd you know?!”

“Well, I know you liked it…” He started confidentially. You also liked it wrapped around my dick.

“I didn't think Felicia was ever going to part with this.” Gwen stared at the cat’s eye pendant. “What'd you say to her?”

Felicia Hardy?! To say Peter was deflated would be an understatement. He was confident, supremely confident that Gwen was Black Cat. Now those hopes were dashed.  His mind raced to the image of the Felicia he knew. He could only see the hoodies she liked to wear with those shapeless cargo pants. In his mind there was nothing about her that struck as memorable. That was something Gwen yelled at him about. His mind was so focused on crime fighting everything else was in a haze. Piece by piece he replaced her clothing, stripping her bare in his mind.

Were her eyes green? Peter couldn't recall, nor remember the color of her hair. He had to admit it was possible that he was wrong and Felicia was Black Cat. That would mean…

“So how'd you get it?” Gwen stared at him, smiling. Peter exhaled, trying not to let the panic show across his face.

“I tracked her down the other day and explained the situation. She was more than happy to part with it because you liked it so much.” His mind tried concocting a tale. “Felicia got a good deal on it.”

“Mmmm.” Gwen giggled. “I'll have to thank her next time.”

Please don't. Peter thought, realizing his two worlds were suddenly going to crash together. Next Doc Ock will marry Aunt May. His girlfriend pushed up from his chest her face serious.

“Peter..”

“Yes?” Gwen bit her lower lip. It was obvious, even without his spider senses that she was preparing for something. He just wasn't sure what.

“I'll be right back.” Before he could twitch a muscle the blonde scampered into the bathroom. Peter let out a breath he didn't realize he was holding. Gwen isn't Black Cat. Felicia is Black Cat. Her sudden departure...she realized who I was? His stomach dropped with that fact. Felicia knew he was Spiderman, but hadn't broadcast it to the world. Maybe there's good in her after all. What's she doing anyway?

***

Felicia cried out in ecstasy as she came. Her body was awash with emotions as she rode out her orgasmic high. Fingers tightened and relaxed across her sex as she peaked then fell back to reality. It's not the same. She thought, removing her fingers from her nether regions.

Thoughts of Spiderman still dominated her mind. Those images now interlaced with Peter Parker, Spiderman’s not so secret identity. And his cock. 13 inches of virility hanging right in front of her and she never had a clue. Felicia tried to shove the images out of her mind but they just burrowed deeper. There was no way she could act upon her lust for that mammoth boner.

Annoyed, she cleaned herself up, lingering on a breast a moment longer. Peter belongs to Gwen. Curses for being honorable. In the guise of Black Cat she'd done a lot she wasn't proud of. Stealing a boyfriend wasn't and would never be one of them. Felicia shook her head, trying to clear out the cobwebs. Try as she might though, she couldn’t help but wonder what both Peter and Gwen were doing now.

***

You can do this Gwen. She said to her reflection in the mirror. Gwen was nervous. This was going to be her first makeout session. Her first real expression of love. What if I’m not enough? The feeling of inadequacy drove through her mind. The blonde tried brushing it aside, but it still lingered. Now or never. Gwen adjusted her cardigan and stepped back outside.

Peter had moved to the couch, his legs spread slightly to account for his member. Already it was surging to life; blood slowly filling it to a semi-flaccid state. Gwen emerged from the bathroom, nervous but beautiful as ever. She carefully approached the seated superhero, a look of hesitation on her face.

“Peter. I want to move things along.” With a moment’s hesitation she gripped the sides of her school sweater. The green material slowly, achingly slowly in Peter’s estimation, slid up her body revealing creamy white flesh beneath. Gwen pulled for a second, letting the shirt clear her breasts. Already Peter’s mouth was watering in anticipation. Her breasts, contained in a powder blue bra, were as pale as the rest of her. She got the shirt up over her head, letting the pendant swing freely before nestling in her small cleavage. Nervously, she cast the cardigan to the side, standing before her boyfriend in just her bra and blue jeans. Gwen fidgeted nervously. “I just hope I’m good enough for you.”

Peter was on her in a minute, sweeping her up into him as he cupped her mouth for a kiss. It wasn’t their normal hello-goodbye kisses. It was a kiss of lovers. Their inexperienced mouths opened and their tongues dueled chaotically. Nether were experienced in this sort of action, and it showed, but they didn’t care. Months of pent up denial were coming out in spades. Peter tenderly reached a hand up her side, grasping at the powder blue bra and the breast contained within.

Gwen moaned as he squeezed her boob. It felt good as his hand worked over her chest. He was a little rougher than she preferred, but was willing to accept it for now. She broke the kiss for lack of air, a smile creeping across her face. She broke apart from him, reached behind her and undid the clasp of her bra. The confining garment fell away immediately revealing her creamy white breasts; each one capped but a cherry red puckered nipple.

They fell back into each other's arms. Their passion renewed as their tongues sloppily dueled in their mouths and their hands roamed over each other. Gwen’s eyes opened wide in surprise as her hand drifted towards his crotch. She felt the bulge of his member and traced it down, down, and even further down. How big is this thing?

Gwen had heard about men doing such things, second hand of course, but never expected her geeky Peter to do such a thing. Her concentration was broken as he cut off the kiss. He traveled down her face to the nape of her neck, peppering her with kisses as he went. It did take a genius to figure out where he was going.

The blonde gasped, biting her lip as Peter latched onto a breast. He slobbered over the entire boob with his tongue as he worked it over. A free hand snaked down to the other breast, cupping and massaging it. At the same time his thumb and forefinger tenuously rolled her nipple. So this is breast play. She mused. I could learn to like this.

Peter kept up his motions for several minutes. Gwen was squealing with delight under his touch. How'd I think they were the same person. Just looking...feeling their breasts I can tell their different. Gwen’s chest was marginally smaller, but definitely large enough for his liking. They had an unnatural perkiness to their shape that he enjoyed. Quite the opposite, Felicia’s breasts were larger but still enjoyed a youthful firmness that was hard to beat. Maybe I could do a threesome? The thought of Felicia running her breasts up and down his cock while he made out with Gwen popped into his mind. Peter quickly squashed it. That'll never happen. His girlfriend freed herself from his grip, the look on her face told him she wanted to reciprocate the attention he laid on her breasts.

“Let me try this.” Gwen led Peter back to the couch, pushing him into the seat and pulling his legs wide apart so that she could nestle in between them. She got down before him, fingers tracing their way down his body. She was surprised to say the least. Gwen had never seen him without a shirt on and was pleased that despite his nerdy appearance he had quite the upper body. She delicate probed the contours of his abs, rejoicing in their hardness. The blonde hesitated however when she got to his jeans. The button seemed straining, much like the fabric it held together. What are you getting into? She took a deep breath, willing up some courage as she fondled the overstressed denim.

The button practically exploded as she unhooked it. The zipper cried out in relief, several notches becoming undone the very instant she released the pressure. Peter too let out a sigh of relief, as if a great burden was lifted off of him. Carefully, her slender fingers slid down on his jeans, unsure of what she’d find.

Gwen nearly hit the floor in shock as the jeans did the same. Oh my god. She thought. Peter was endowed. She’d only seen dicks in health class and size was second hand information, yet she knew that this was quite the masterpiece. It pulsed with the beating of his heart. Large veins pumped copious amounts of blood making it throb. Already a small drip of fluid was congregating at the oversized tip. For several moments Gwen just stared at it, completely slack jawed. She never expected it to be this big. Gwen gulped nervously.

“I hope it’s good enough.” Peter said shyly. Gwen tried to put on a brave face.

“It’s beautiful.” Mesmerized as she was. Felicia was right. Panicking won’t help. The thought didn’t occur to her that Felicia may have seen this particular cock before, and it was inconceivable that she’d blown it. Twice. Can’t stop now.

Her small hands ran up and down the length, consciously comparing themselves to Peter’s meat. God it’s thicker than my arm. Longer too. Both hands couldn’t wrap around it, her fingers strained to touch each other as they pressed against the hard tool. Gwen’s mind reeled with the implications of such a large cock. She slowly began to jerk it, her hands cruising up and down the length. She was going on autopilot, trying to absorb and process the magnitude of the job ahead of her.

Her nostrils flared as his musk hit her. It was repulsive, almost making her gag. The smell of his unit was off putting to say the least. Yet on some level she found it thrilling. Her body reacted even if her mind could not. Her sex, already warming up, went into overdrive as the scent hit her. How? She thought, as if her body betrayed her. Was there something instinctively sexy about a man’s aroma?  Gwen’s mind went to the worst place possible, she recalled how her mother would practically launcher herself at her father after he came home for a long day’s work. To Gwen, he smelled like he needed a shower. Yet her mother must have gotten something else from his scent. She squeezed her legs together, staving off the feelings.

The small bead at the tip of his unit was growing in size, a small stream of jizz leaked down the glans, slowly coating her hands as they went about their job. It felt weird at first as the slick coating of fluid overran her fingertips. Absently, she brought a finger to her nose and sniffed. His precum smelled faintly sweet to her. Without thought, she licked the digit, letting the cum and flavor roll around her mouth. It was slightly bitter, with an undertone of sweet. She liked it.

It was easier now to pump the large member. Gwen realized the jizz provided ample lube for her. She readily scooped up the stream that was now emanating from his slit using it to coat her hands in the stuff. Gwen looked and realized Peter had his eye’s closed as she wanked him. With her partner not paying attention, she licked at her fingers, rejoicing in the flavor she was coming to love. Her hands returned to his cock, pumping with more gusto as she willed more of his juices out. Peter let out a soft moan as Gwen continued, encouraging her to continue her routine. Yet her fingers drifted lower. Her digits slipped past his sparse pubic hair and down to his nutsack. Gwen normally wouldn’t give them a second thought. Analytically she knew that’s where the cum was made. Personally she knew that’s where to hit a guy that wouldn’t back down. Emotionally Gwen knew she wanted to please the sack. To tease it with her fingers so it made even more delicious pre-cum for her. Her desire was to massage each ball til it was working in overdrive.

They felt heavy in hands, their hefty size disguising an even heavier weight. Holding his right nut gingerly in her left hand, she used her thumb to gently roll over the ball. Her right hand joined it, slowly massaging the engorged testicle. Peter moaned again, informing her what a good job she was doing. His legs spread out wider, allowing her even greater access to the cum factories she fondled.

Peter was at a loss. Her hands were heaven across his overburdened eggs. They tenderly touched and massaged his balls, easing the burden he still felt from days previous. Felicia’s punches to his sack hurt, and now Gwen was removing that soreness and pain, replacing it with pleasure and delight. Peter was realizing how wrong he was thinking Gwen was Black Cat. Gwen was more tender, more loving. He had spread his legs out even wider, giving her more room to operate, just the same she’d also have more room to hurt him if she wanted.

Her nostrils were filled with his musk again. The fog of virility surrounded her, emerging from his sack and calling to her. Gwen pushed blonde hair strands aside as she came in close, inhaling the scent of his manliness. It still was strong to her, overpowering even, yet her body still rejoiced in it. Goosebumps cropped up over her body even as her sex cried out for satisfaction. She was disgusted on one level, but entirely pleased on another. Yet her body still had chance to betray her. Reaching in, she licked his nuts.

A flurry of emotions passed over in that moment, annoyance, outrage, shame, but also longing, desire, and a certain amount of rapture for her actions. Again and again she licked at them, pulling the flesh with her lips so she might suck on it. Her body was drunk in his scent, his complete virility. Gwen wanted it so bad. She couldn’t get enough of that flavor. If she could bottle it as a perfume she’d call it ‘Ode to man’ and wear it everyday. Her tongue carved S’s and infinite loops across as his balls, lathering them up with her saliva until they were completely encased. Yet Gwen didn’t stop, she almost couldn’t stop herself from drinking in his flavor. Reluctantly she stopped, removing herself from the life giving frenzy inducing testicles Gwen panted, struggling to regain her composure even as her body desired more. If not she’d be nude before him, naked as the day she was born. Her labia dripping with lust as she demanded he fill her up and make her a woman. His woman.

With a final deep breath she was able to collect herself, shunting her desires and clamping down on her needs. Her hands returned to his member. What was a trickle of jizz became a flood, a veritable river of spunk that overflowed her hands. Gwen lapped at the source, at first curious then turned on as she sucked down the juices. She found herself loving the flavor of it. She absently swirled it around her mouth, letting it coat completely until she swallowed it all down. What’s happening to me? Gwen mused as she drank in more. Her hands were working his cock over, giving long strokes that traveled that full 13 inch length. More! More! More! Became her mantra as she pumped his member.

Peter was in heaven, Gwen was certainly not as talented as Felicia with a handjob, no doubt from lack of experience, but she was certainly giving it her all. Her fingers clenched his penis, tugging and pulling on it. Her mouth was stuck against the tip, her tongue lapping at the slit; greedily gulping down his seed. A hand went down to his balls again, massaging each one as Gwen worked her tongue around the crown of his dick. He knew what was coming. In his mind he saw the tsunami again. There was no ghost Gwen or visage of Black Cat this time. It was just him standing on the shores watching the wave as it approached. The water that normally lapped on shore was gone, receded to fill the tsunami. Peter watched the wave crest as its’ shadow loomed over him. He welcomed it completely, and the pleasure it was bringing. There was no way he was looking away this time.

“Honey…” Peter announced through strained teeth. “I’m about too….”

Cum. Gwen felt it. There was a deep rumbling in his balls that felt like an earthquake. They trembled and shook with a tremendous force before they relaxed. Relaxed wasn’t the right word, discharged was more fitting. His cock bulged with energy. It surged even larger than before as cum traveled up the length. Her hand on his dick felt the wave coming and there was not a thing she could do.

Peter death gripped the cushions of the couch as he came. His entire body locked up as the tsunami of pleasure slammed into his mind. He let out a long yell as he finally got to cum. Months of relentless teasing and frustration left with until his entire being was satisfied. It felt like minutes passed by as he kept cumming. His cock refused to let up; twitching and pulsing as it shot every last bit of semen out of his system. If his mind could process anything, it would be how comically deflated his testicles looked. For months they were denied their duty, now they were fulfilling it with interest. 

Gwen’s eyes shot open as the first wave hit. It was an explosion of semen that she had never expected. The blast took her by surprise, filling her mouth with cum until it overflowed. She pulled back, swallowing down his sperm as shot after shot emerged from his cock. Each burst arced gracefully through the air before landing on the surprised blonde. She tried to catch what she could, truly she did, but settled for it painting her. How much cum does he have? Gwen wondered as the shower of semen didn’t let up. Finally, after nearly 30 seconds of constant cumming, he was spent. His dick gave one feeble last squirt and relaxed; satisfied with its’ efforts.

Gwen was covered in semen. From her stomach the sperm traveled up her breasts until a final shot had landed on her chin. All around her, his spunk was soaking into the carpet. It was disgusting on some level, on another it was exciting. Who knew someone shoot so much? Gwen absently piled it up her stomach. She scooped some up with her fingers, swirling it across her bare breast before swallowing it down. The taste was much like before, only more refined. Gwen savored the bitter and the sweetness of it. Absently, she gathered up more, sucking it down as she looked over at Peter.

Peter was a mess. If there was drool hanging off his chin he wouldn’t be surprised. Finally. He thought as the water retracted and his mind cleared. The pleasure was indescribable. Months of longing disappeared and he was left glowing. His entire being was relaxed and he sank deep into the sofa. Gwen’s….wow…. He felt nothing but love for his girlfriend right now.

Gwen sucked down the cum on her fingers, enjoying it far too much for her liking. There was no doubt in her mind that this wasn’t going to be the last time she did this. Already her mind was ideas for next time. Wait until Felicia hears about this!

***

For a person that was supposed to hide in the shadows and generally go unnoticed, Felicia stuck out like a sore thumb. Her rage was palpable as she marched through the school. Her destination unknown, only her target. I'm gonna kill him.

Gwen Stacy found her earlier in the day, thanking her for advice and generosity. Felicia knew about the advice but not the generosity. Treading carefully, she learned that Peter had given Gwen the cat eye pendant. Rightfully mine, stolen fair and square. She couldn't just demand it back. Betrayal was something Black Cat did, not Felicia Hardy. He's mocking me. I know it. She thought as she seethed.

Felicia kicked the door open to the library, nearly busting it off the hinges. “Peter Parker?!”

The library, already quiet, fell into silence. Ms. Quinn, the frail but overbearing head librarian was even cowed by her behavior. “He's not here.”

Forehead on fire, Felicia mumbled a thank you before marching off. Did he get Gwen involved too? Just to mock her? Her brain was making leaps that the greatest daredevil couldn't make. She had walked nearly half way across the campus before she spotted her prey. Peter was sitting on a bench under a tree, enjoying the tranquil spring day. Still burning in anger, Felicia marched on.

Peter’s spider sense went off mere seconds before the fist shattered the bench he was on. Stunned but uninjured, he crumbled to ground. “What the…?”

Felicia was already on him, dragging him off the ground and slamming him into a nearby tree. “Talk. Now. Or you join the bench.”

Despite the man shaped outline in the tree, Peter was uninjured. The cogs slowly turned in his brain as he struggled to comprehend the situation.

“What do you want to know?” He dropped his voice low. “Black Cat.”

She snarled and started to pick him up again. Peter explained. “Not here. People.”

Felicia looked around and noticed people in the park were all looking at her. Her face flushed red with embarrassment. “Fine, but shoot off one web and you're headed to the ER.”

Peter gathered up his things and led her away from the destruction. The pair walked silent to his apartment. Fortunately, it was unoccupied. Felicia made a mental note of its location for future use while he realized the error of showing her where he lived.

“Now talk.” Felicia crossed her arms, pushing up her breast so they stuck out proudly.

“Water?” His civility only made her angrier.

“Please.” She accepted the water bottle and sipped, resisting the urge to throw it in his face.

“I didn't know you were...you.”

“Uh huh.”

Peter sat down on the couch, oblivious to the danger he was in. “The first time, I didn't know who you were. You were still Black Cat. The second time, you were still Black Cat at first but during the end I may have overlaid Gwen above you.”

Felicia harrumphed but said nothing. Peter continued, “When you left, you still had the pendant wrapped around my dick. Thanks for the ball punch by the way.”

“Are they better?” She asked, suddenly concerned about his wellbeing. Not him; his balls.

“Getting there.” He patted his crotch for show. “I kept it, thinking you were Gwen. I gave it to her thinking we could share our secrets.”

“I figured yours out when you said ‘Gwen I'm cumming.’ That was a shocker.” Felicia’s anger was slowly dissipating but she still held some resentment.

“Yeah, well, when a woman's got you by the balls...”

“I panicked.” She found herself admitting.

“I imagine.” Peter responded, surprised at how civil they were being. “I nearly did the same when Gwen said you gave her the trinket.”

“It's not a trinket, it's a pendant!” Felicia yelled. “A valuable one at that.”

“Yeah I know.”  He replied sheepishly.

Felicia went on the attack. “Look at you, Mr. Upstanding citizen and superhero. Giving your girlfriend stolen merchandise.”

“Knock it off!”

She stuck her tongue out. “Make me.”

Peter leapt at her, knocking her clear off her feet. The two rolled around on the floor, each one competing for dominance. Both sides feeling the sexual tension permeating the air.  Felicia took the opportunity to squeeze his package; reassuring that it there and unharmed. Finally, Peter came up on top. He pinned her to solidly to the floor.

“Well, looks like you have me where you want me Spiderman.” Felicia batted her eyes innocently. “What are you gonna do to me?”

Surprising both of them, he reached down and kissed her. Whatever anger she felt earlier dissolved into passion. They rolled around the floor once again, this time their bodies rocked with lust. Tongues battled once again, though it was obvious Felicia was the dominant partner. They stopped their roll as Felicia straddled him. She could feel his member straining between her legs. I want it!

Felicia made for the belt looped around his pants; the two piece of leather and denim keeping her from the prize she desired. Her fingers wrapped around belt, the thief could taste the cock on her tongue.

“Felicia.”

“Just a second.”

“Felicia. Stop.” Peter asked.

It brought her to a halt. “What?”

“Gwen.” There was a hint of sadness and betrayal in his eyes. Her own mood dipped as she felt the same feelings. Dammit! Felicia scampered up of him, away from the dick she desired. Peter couldn't get a word in before Felicia announced she'd be back, slamming the door hard enough the walls shook.

***

“You can't be serious!” Felicia managed an incredulous tone. At the same time her inner self was squealing with delight. “Do you know what you're offering?!”

“I do.” Gwen sounded sure but there was a little wavering in her voice.

“So let me get this straight.” Felicia went over the details again, ensuring she heard them correctly. “You and Peter finally consummated…”

“No sex.” Gwen paused, “Yet.”

“1st? 2nd?”

“3rd ish.”

Felicia was crying out in delight. Internally of course. “And how was it?”

“It was...interesting…” The blonde wasn't certain how many details she was willing to provide. Yet considering her request, it shouldn't be an issue. She finally spoke quietly. “...I liked it.”

“I said you would.”

“The problem is that he's too big.” Don't I know it. Felicia thought as Gwen continued. “It's not a one woman job.”

“So you are asking me to tag team your boyfriend?”

“Please?” Gwen was practically pleading. “It's want to make sure he's satisfied.”

Felicia made her decision moments ago, back when her friend first appeared with this crazy idea of hers. She wanted to laugh; Gwen was oddly unconcerned about the notion of the three of them together, yet was determined to stay loyal to Peter. “I suppose I'll do it for you.”

“Yay!” Gwen embraced Felicia with fervour. The blonde kissed her on the cheek. “I'll let you know the details.”

Felicia watched her go; her eyes refusing to leave the cute little butt. Inwardly she was dancing. I get to taste that cock again. With full approval! She found herself licking her lips. We're going to fry his brain.

***

All of his spider senses failed him at once. Either intentionally or unintentionally. Peter cracked open the door only to have it thrown open the rest of the way. A figure leapt from the doorway at him, embracing in a fierce hug. Only his spider enhanced strength kept him from tumbling to the floor. Blonde hair crossed his vision.

“Gwen?”

“Here lover.”

What's wrong with her? “You seem excited.”

“I am. I was hoping we could repeat last night's events.” She snuggled against him. “And a brought a surprise.”

The door clicked shut. It took Peter mere seconds to realize that someone else was in the room. What the heck is she…

“Hey Peter.” Oh no! He brushed a mass of blonde curls away. Felicia sauntered up to them much like a cat would a mouse. And I'm the prey. Her ungloved hand traced around his shoulders. “I've heard many things about you. Gwen wanted me to experience them.”

Her tone dripped with sexuality. Yet he caught the undertone: Experience more than I already have. He brought Gwen’s face up. The blonde still hadn't relinquished her hold on him. “Are you okay with this?”

“It was her idea.” Felicia purred as Gwen nodded approvingly. Peter’s girlfriend extracted herself from him. Slowly, the two guided the bewildered boy to the couch; roughly shoving him into the seat. Felicia went around to stand behind him while Gwen stood in front. With some hesitation, no doubt a little lacking confidence and Felicia observing her, Gwen pulled up her shirt. She wasn't wearing the same baby blue bra this time, instead it was solid black with a pink bow between the cups.

Not that Peter noticed such a thing. His eyes were drawn to her face. Gwen’s face was in an adorable pout as she stripped for her man. Her blue eyes spoke volumes about her nervousness, but Felicia was there to cheer her on.

“Mmm Parker, do you realize how lucky you are?” In came in a whisper by his ear. “Just look at her. She's gorgeous.”

His girlfriend ran her hands down her body before coming back to her chest. With a sigh, she freed her breasts from the confining bra. Once free, she dangled the black garment out with a finger before flicking it over Peter.

Peter didn't notice or care that the bra hit him right in the face. One hand robotically came up and removed the garment while his eyes refused to look away. This was only the second time he got to see her topless, and he was trying to savor the moment. He barely registered when another bra landed atop his head, nor the two soft pillowy boobs that pressed into him.

“Gwen.” Felicia sing-songed as she tapped on her boyfriend’s skull. “You're short circuiting him.”

Gwen stopped and leaned towards him, her arms pushed her boobs together creating lovely cleavage. “Oh, poor Peter.”

“Poor Peter indeed.” A hand snaked down his chest, feeling those taut muscles he was hiding to the prominent bulge between his legs. With each passing second his cock engorged further, telescoping down his right leg. Felicia pressed a hand down on his crotch. “You weren't kidding Gwen.”

“He's too much man for just me.”

“Don't worry. We'll get there. He has to earn it first though.” Felicia gave a predatory smirk. “Why don't you show him what you learned?”

“Of course.” Hesitantly at first, Gwen came up to Peter sliding one leg up then the other so he was effectively mounted. There were still two layers of denim between them but at this rate it would quickly become one. She slowly rocked back and forth on him, her pert rear end stroking his encased cock with every motion. Peter let out a long groan of frustration, even as her breasts dominated his view.

This is a whole new level of tease. He thought. “Where'd you learn this?”

“I taught her.” Felicia purred. “She wanted to make things more….interesting.”

“Yeah.” Gwen had her head thrown back as she continued her tease. Without warning she grabbed Peter’s head and mashed it into her chest. “This feels amazing!”

The blonde bucked harder, digging her hands into his shirt as she simulated sex. Felicia grabbed Parker’s head and lead it to her breast. Gwen immediately threw her head back in a guttural cry of pleasure as he latched on. His tongue swirled around the boob, but always came back to her puckered nipple. Gently, he tugged with his teeth causing her to cry further into ecstasy. Her grip released, and she pushed Peter free from her breast.

Parker was reluctant to let her go, but seeing the flash of pain across her face he let the nipple slip out of his mouth. Gwen rolled back, freeing herself from Peter and rolling onto couch next to him. She gulped for air. “Wow.”

“Mind if I take over?” Felicia engulfed Peter’s head with her breasts.

“Please.” Gwen gasped. “I need a moment.”

Felicia grinned and rounded the couch. Her hands immediately went to his pants and the straining member. Remember, you’ve never seen this before. Instead of unleashing the beast, she instead of pulled at the hem of shirt, revealing the trim abs that would drive women crazy. Her fingers prodded the defined ridges while she released a sigh. “I never would've suspected.”

“Neither would I.”

“Mmmm.” Felicia rubbed her hands over his taut muscles, slowly adding to Peter’s pleasure and her own enjoyment. When she felt it was enough she moved back down to his pants. She fingered the belt loops, drawing closer to the straining button. Felicia enjoyed seeing his denim in such distress; the fabric was struggling in vain against his bulging member. Already a wet spot appeared at the where his slit was leaking jizz. “What have you been hiding here Peter? Are you ‘padding your bra’ for us?”

“Oh no, it’s all real.” Gwen confirmed.

“Really?” Felicia looked at Gwen dubiously than up at Peter with a smirk. I know it’s real. You know I know it’s real. But I’ll make you suffer for it. “I need to see this.”

Felicia thumbed the overburdened button; hearing the threading groan with each pass. Likewise, Peter groaned as well as the strain was becoming far too much for him. She decided it was time to free the monster that he was hiding. With a flick of her wrist the button exploded off his jeans flying far off into the apartment. The zipper failed as well, immediately coming undone and releasing the pressure of his member. Peter breathed a sigh of relief. Felicia just smiled wider. Her hands delicately grabbed hold of the belt loops and started tugging. The pants resisted moving over his member; the pressure far too great. Parker moved to help, but she stopped him. “Oh no. This is our Christmas present and we intend to open it. Gwen?”

The blonde had recovered by now and slunk to her knees next to Felicia. Together the duo each grabbed a side and pulled. The denim stubbornly clung on at first, but with each tug it released a little bit; slowly losing a the battle of wills. Straining, the girls heaved and the pants gave way; sliding down to his ankles where they were moved more tenderly. Felicia’s eyes widened in surprise. It never fail to impress her how endowed he was. His boxers so overburdened with cock it flopped free down a leg. Even with that allowance, they were still packed full by his oversized testicles. Ah, to taste that cock again. To finally taste that cum of his. Felica’s mouth watered. “I didn’t expect this.”

“Neither did I.” Gwen confirmed, a measure of pride in her voice. My boyfriend, my cock. “Let’s do it together.”

Felicia nodded and each grabbed at his boxers. “On three.”

They counted and yanked. His underwear, unlike his pants, didn’t try to resist. The cotton more than welcomed their methods as the ladies freed it at last from the pressure of his member. Felicia mocked surprise again, nearly falling onto her ass. “Oh my god.”

Gwen smirked, grabbing hold of the powerful member. “I wasn’t kidding.”

“I’m sorry I doubted you.” Felicia replied, still acting surprised. Then added hesitantly. “Can I try it?”

“Peter? Do you think she can handle it?” His girlfriend asked him. She sounded so confident now, if only Felicia knew how overwhelmed she was just days before.

Peter’s answer was slow in coming. His brain, already overwhelmed trying to process the situation had to grapple with this new possibility. I know Felicia can handle it. “I’m sure she could try.”

And succeed. Felicia added in her head. “Thanks for the vote in confidence.”
The air was thickening with his musk. His pungent odor filled the room, assaulting their noses with his virility. Maybe it was the locations they had done this previously, but Felicia never got the proper appreciation of his scent. Gwen certainly did. The blonde grabbed hold of his cock and slowly started licking at it; pausing every so often to moan at the flavor.

What did you do to her Spiderman? Felicia thought, then realized. You did the same thing to me. Her eyes narrowed as if a challenge had been given. She willingly joined Gwen, pushing Peter’s legs open so a lady could fit on either side. Her licks and slurps joined Gwen’s as they made their way down his cock. When they reached the base they reversed and came back up til they met at the tip. Together they licked at the river of precum that leaked out. Nether minded as their tongues dueled for his juices. It took all of Felicia’s willpower to resist the temptation of Gwen; Precum stained her lips and dribbled down her chin. She could just easily ignore Peter and start lapping his girlfriend. Spiderman, if you only knew the weapon you had in your pants! Yet Peter remained woefully ignorant to his power. Better for all of us. Felicia thought, imagining a trail of heroes and villains lined up to service him.

Gwen loved the taste of him. She couldn’t get enough of it. Already Peter’s girl was heading back down his cock, lashing at it with her tongue. Once more her left hand gripped the base, slowly jerking his member in short motions. Yet, she wasn’t concerned with his jizz yet. She was more than content to let Felicia lap up the endless amount of fluid he could release. Instead, Gwen kept heading south towards her goal.

The intoxicating aroma of his masculinity , while repulsive in her intellectual mind, got stronger the closer she went to his balls. Her emotional and sexual mind overwhelmed what the intellectual part of her was thinking, demanding she bury herself in that smell. Already the odor was staggering, destroying the logical part of her brain while the others screamed for more. Her mouth went to work, lavishing his testicles with praises as best she could despite their enormous size, trying at first to put both of them into her mouth but failing miserably. Instead opting for kisses and licks until not a single spot was left dry. It still wasn’t enough for her, Gwen craved more.

Felicia was having a blast back up at the tip of his penis. She was guzzling more cum than she cared to admit, but the flavor was addictive to her. Without any foreplay on her part, Felicia opened her mouth wide and accepted the cock into her mouth. Just like times previous, her jaw widened painfully to accommodate the thick member. She would endure. Inches of spidercock slid down her throat. The thief willed herself not to cry, gag or struggle, endeavoring herself to push on even deeper when her throat was stretched to its’ maximum.

“Wow Felicia it looks like you've done this before.” Gwen noticed Felicia’s struggles, or more likely her success and swallowing the cock. The blonde didn’t even dare try it last time, but to see her friend do it, and do it so well filled her with a flurry of emotions. Jealousy, longing, desire all hit her at once. Wow.

Felicia choked as Gwen spoke. Her throat spasmed, no longer willing to accept the 13 inch invader. Her emerald eyes looked up at the equally stunned Peter. He gave a small headshake. Were they finally caught? Was her merciless teasing of Spiderman about to be laid out? Coughing as she popped free of the member, she finally found words. “What do you mean?”

“It just seems like you've sucked a dick before.” Gwen said innocently, in spite of the jizz and saliva caking her face.

“A few.”  She covered. And this one. Twice. “The key is to relax. Do you want to try?”

It sounded so silly, almost juvenile in innocence. Felicia speaking about the horse sized cock in her hand like it was a mere all day sucker. Gwen nodded. “I'll try.”

“Come here.” Felicia padded the spot next to her, invited the blonde to the base of the cock. Her voice took on an educational tone. “Now for a blowjob you need to make it very slick first. Especially with one so big. Fortunately, Peter produces ample….lubrication.”

That much was true, Parker’s cock released a steady stream of precum that seeped down it’s length, coating their hands as they held it. Gwen nodded as Felicia went on. “Now on your end, you need to relax. Panic and you’ll choke.”

Felicia leaned forward and licked at the underside of his member, noticing as he gasped and groaned. “Now because of his size he’s super sensitive to everything. Right here is a really good spot to have some fun with him. Why don’t you try?”

“Okay.” Gwen hesitantly took over; kneeling before Peter and his massive cock. With some reluctance she copied Felicia’s action. Peter grunted and strained, his hands dug into the couch cushions as her tongue teased and edged over his weak spots. Pleased with his reaction, Gwen kept up the assault, twirling and dancing around the head until it glistened with saliva. “Like this?”

“Good. Now you have to suck it.” Gwen’s eyes widened with at prospect, yet she was willing to give it the college try. Her mouth spread wide as she struggled against the tip. It seemed to flare in size as she tried to engulf it, making the task infinitely harder. Felicia rubbed her back to comfort her. “Relax, don’t fight it.”

The blonde tried, but it was overwhelming. A dozen thoughts popped up in her brain. This cock is too big; Peter is too virile; I’m going to choke on it; It’ll rip me apart. These all coalesced and the result was her struggle. Gwen couldn’t relax as much as she tried. The head was half way in now, her jaw unnaturally wide as she wrangled in the member. With a loud pop, either from entry or her jaw dislocating, the head popped in her mouth. I’ve done it!

“Now try to let more in.” Felicia admonished, reminding her that she wasn’t even close to done. Gwen willed herself not to panic, as she pressed further; guiding inches and inches of cock into her mouth and down her throat. It wasn’t meant to be. The second the tip hit her throat she gagged. It was automatic. Her body was unwilling to subject itself to that cock despite how much her mind wanted it.

Gwen coughed, nearly biting down Peter’s member in an attempt to free herself. Spittle ran between her mouth and the freed cock, even as she coughed. Felicia reassured her with a pat on the back and a squeeze of a breast. “Don’t worry. It’s just you’re first time. I’ve had a lot more experience, you’ll get the hang of it.”

What Felicia didn’t add was, I’ve also blown this one twice already, and it nearly killed me both times. Gwen regained her composure. “Thanks.”

“Let’s finish this the old fashioned way.” Felicia responded, cracking her knuckles to empathize the effort involved. Gwen got the message, her eyes making an decidedly evil glint.

“Let’s.” Putting words to actions, Gwen side stepped, kneeling opposite Felicia. By silent communication they started, all 4 hands working to jerk off Peter’s rod. Speeding up, the river of precum became a torrent of jizz, dripping down and staining the carpet. Better still, the cum leaked down and coated the girls’ hands, making their job easier. The wet slurping of their efforts was the only noise in the room; except Parker’s constant groans and sighs of pleasure. He was absolute putty in their hands. The ladies looked at each other, their mental conversation was one of pride. Look at him.

We have him in our hands.

He’s our plaything. Felicia jerked faster.

I want to him to cum all over us. Gwen joined in.

Huge torrents of cum. Felicia moved to the tip and lapped at the cum.

Enough for both of us. Gwen moved forward, but licked the jizz that clung to Felicia. While surprised, Felicia made no effort to stop or even hinder the blonde.

Peter grunted, he was nearing his limit. “Girls….”

Felicia giggled, excited about what was about to happen. “Gwen, he’s going to cum. Can’t you feel it?”

His member was twitching and pulsing. The veins that popped on the surface bulged with blood, pumping the cock full of life. Gwen and Felicia both took a free hand down to his mammoth sack. A warmth was radiating off of it, even as his balls vibrated. Slowly, his testicles drew up to his cock, the reasons were obvious. Yet, even now with his release mere seconds away, his bloated cum factories were trying to get every last little drop of cum ready to go. “Oh I can feel it.”

“How long has it been?”

“What?”

“How long since he came?”

“Oh.” Gwen, either intentionally or accidentally, sucked her finger thoughtfully. “A week ago?”

“Unless you cheated Peter. Did you cheat on us?” Us. It escaped Gen but not Peter. She's already thinking of us as a couple. He shook his head negatively.

“Ah, honest to a fault” Felicia said, her hand massaging his glistening churning testicles. “Just feel it. They're full.”

“Bursting.” Gwen added.

“But still. One week is way too early for another orgasm: I think we should stop here and continue this next week.”

“What!!!” Peter screamed which shocked Gwen but greatly amused Felicia.

“Just kidding.” Felicia smiled up at him

Peter recovered from his mini heart attack while Felicia whispered into Gwen ear with a more serious tone. “You should only really let your boyfriend cum like once every two weeks. Trust me the waiting makes it all the better for him. But we are going to make an exception for today.

“Cum for us Peter. Drench us with it.” Felicia let go of his cock and sat in front of him. Rather than massage his cock, she choose to massage her large breasts. Using some precum she worked them until they were slick and shiny. “Aim right here.”

“Or here.” Gwen was right next to her, mimicking Felicia’s actions. She was working her breasts, but her mouth was hanging open. No doubt she wanted to taste his cum again. For the first time since he answered the door his arms started to move. With neither girl working his colossal cock, he had to finish the job himself. He was lacking a visual either. Both girls massaging their breasts, their eyes sizing him up, even their faces said ‘give us your seed!’ His hands worked in a blur across his cock, the scene before him providing all support he needed. His face strained as he was at the pinnacle of pleasure, his body torn between finally cumming or holding back a little longer.

Cumming one. With a grunt and a jerk, he let go. His hands struggled to contain his bucking dick as it jerk. The crimson head flared in size as cum shot out the slit. The first stream of cum went in between the two girls, catching each in the shoulder. Peter regained control, even as pleasure annihilated his senses, and pushed his stream of baby batter over.

Felicia caught the stream in the face. It landed on her nose before filling in her mouth and dripping down her chin. She savored the flavor on her tongue. This is what I wanted! This is what I was missing! Her sex was damp in the excitement of it. Felicia swallowed it down, even as more cum rained down.

Gwen took her blast on the chest at first. Long streams of spunk that coated her breasts. Dutifully, she rubbed it in as the torrent continued. Peter managed to arc his aim and some finally landed on her face and open mouth. Yes Peter! Yes! She savored the taste in her mouth, even as her nostrils absorbed the aroma of his thick cream.

Peter’s cock started to die down, it was truly spent from its’ action. The head looked raw and cum came out in a mere trickle. Yet, the girls didn’t fight over it; they took turns licking of the remains even as they rubbed their cum soaked bodies. Peter fell back onto the couch, completely exhausted. In a little over a week two fantasies were checked off. He got a handjob from his girlfriend, and he also got a threesome from the two sexiest ladies he knew. His mind fogged over as he basked in the afterglow.

“I think we killed him Gwen.” Felicia remarked.

“I hope not. I want to do this again.” Gwen pouted.

Peter lacked the energy to respond, so Felicia did it for him. “Don’t worry I’m sure there will be plenty of chances. As long as I’m invited of course.”

“Always. It’ll be our little secret.”

“Yep. Little secret.” Felicia scooped up the last of the sperm and sucked it down. She gave Peter a sexy feral grin. Which means I get to do this whenever I want Spiderman.   

***

[Cadeauxxx]

These are great stories, nicely done!