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Spider-Man had already dealt with the two thieves in the lobby. They seemed like just hired muscle. The real douchebag had infiltrated the building’s secure subbasement while it was on lockdown, cracked a safe, and was now planning on making a getaway by blowing up half the place.

Spider-Man had disarmed the bomb, taken out the goons, and now all that remained was to mop up by getting the ringleader before he could vamoose with his ill-gotten corporate espionage. Which meant really pouring on the speed, because the thief had a headstart and a motorcycle.

“Sir, are you sure that belongs to you? I’m not sure you had that when you came in the store--” Spider-Man asked as he fired a webline to snag the canister protruding from the thief’s backpack. As soon as the webbing had solidified, it yanked the canister away, holding it stationary while the motorcycle’s own speed carried him away. Which made the canister swing out and ding a parked car. Oops.

Peter quickly reeled it in, stuffing it in his belt as the thief skidded his bike to a stop. He drew a sidearm and really, at this point, why not surrender? You know you’re not gonna take me out with a Glock 9mm, right guy? What’s next, going after Iron Man with a switchblade? How lucky do you think you are?

He webbed the gun barrel shut hastily, not wanting stray bullets flying around, then jumped in, laid out the thief with a right hook, and wrapped him up for the cops. Somehow, it didn’t bring him much satisfaction. Maybe it was how hypocritical he felt, taking this guy in but letting Felicia run loose, just because they were… something with benefits.

Sure, Felicia wasn’t as bad as this guy, wasn’t even as bad as most—didn’t hurt anyone, just stole shiny crap that only silly rich people cared about. His time was far better spent taking down someone knocking over a liquor store, even though the till wouldn’t be worth half as much as one of the paintings Felicia waltzed off with… in her catsuit… in not much more than her catsuit…

Still, if there was a principle to the thing, he felt like he was on the wrong side of it. Sure, he deserved to be happy—Aunt May kept telling him that, and she tended to be right about those kinds of things—but letting the Black Cat run free? Heck, even if he did, what if Daredevil or someone picked her up? Then he’d be in love with a jailbird.

Well… he wasn’t in love with her, at least. Right?

Sure, Parker, that’s why you’re not obsessing over her or anything.

Shut up, Mr. Internal Monologue, you said we were in love with Gwen.

Her you put on a pedestal. The fact that you continuously think about putting Felicia in handcuffs—double meaning—at least shows you know she has faults.

Grand larceny is not a fault. Leaving the toilet seat up is a fault. Putting an empty carton of milk back in the fridge is a fault. Stomping the trash down when it’s full instead of taking it out and putting in a new bag—

You’ll notice she doesn’t do any of that, though.

Stop defending her, Mr. Internal Monologue.

Peter abruptly felt a tingle on one side of his ribs, like when his foot fell asleep. He looked over and saw that something inside the canister—something black and liquid—was seeping out, coating his costume, sweeping over his body like it had a mind of its own…

That couldn’t be good.

***

Felicia wasn’t sleepy, though she could hear Rich snoring loudly beside her. He was happy. He’d been feeling virile that evening, and had pounced on her almost as soon as she’d downed the drink he bought her. His fucking was hard and fast. Too fast. She’d just been getting warmed up when he’d finished. Who cared about her needs—he’d rolled over and gone to sleep without even a kiss.

It made her think of Peter, and how satisfied he always left her. She knew he was a stick in the mud, a cop, a nerd, probably going to turn her in one of these days… but she also knew that she had never met a man quite like him. Just thinking of him made her itch all over.

She couldn’t stand the snoring anymore. She got out of bed, her thieving quiet coming in handy, and went to the shower. There, she did something she hadn’t done in quite a while. She touched herself instead of letting Rich or another himbo do it for her. It wasn’t a satisfying orgasm, but at least it eased the ache that Rich had started with his clumsy lovemaking.

Felicia knew the itch would soon be back, though. She was tempted to wake Rich up for another session, but she doubted that the second verse would differ from the first. He probably wouldn’t even be able to get it up again.

So she decided to take a page from Peter’s book. She always kept her costume with her, in a hidden compartment of her purse. One thing about the material being so thin was that it was easy to store. She put it on, pulled on her boots, her gloves, her mask—wondered if she should go back for her clothes, but decided against it. They were just some jeans and a pullover blouse. Rich could keep them. He certainly wouldn’t be getting anything else to remember her by.

Of course, that meant she wasn’t wearing a bra under her costume, but she didn’t care about that. The fur lining was heavy enough to hide the outlines of her breasts. Or maybe not.

She didn’t know what she was on the prowl for, as she stepped out the window and started running over rooftops. Maybe she’d see something calling out for her. Maybe she’d stop a mugging. Maybe she’d help the Avengers fight Ultron. Maybe she’d find a nice car and take it for a joyride. She didn’t know, and the surfeit of possibilities were immediately more invigorating than Rich had been.

She didn’t need a boyfriend, or even boyfriends. She just needed the Black Cat.

It was as she ran across the cold brick of a rooftop that something snared her foot. She came to a stop so abrupt that she was jerked down to one knee, looking down frantically to see some of Spider-Man’s webbing pinning her boot down. Instantly, she slipped her foot out of the boot, leaving herself in her stocking, then looked up a microsecond later to see Spider-Man swinging down for a landing.

Only it wasn’t quite… her Spider-Man. He was dressed all in black, the same sleek, supple shade as hers, except for a shock of white on his chest in the shape of a spider, another two on his faceless mask as jack ‘o lantern eyes. But she recognized the body, the muscles, the gracefully creepy movements. It was Peter, just… darker.

“What the hell, Spider?” she roared, coming up with fists tensed. “If you’ve got some bright idea of turning me in—“

Spider-Man shook his head as he came at her, walking in long, purposeful strides that carried him as far as a jog. “Want you. No arguments. Right now.”

“The fuck is that supposed to—“

He was upon her then, grabbing her, throwing her. Clearly not with all his strength—she was able to twist and land in a controlled skid, digging her claws into the rooftop to avoid scraping her stocking foot. But it was the chimney she bumped into that really stopped her. She gasped as the impact drove the air out of her lungs; with one huge leap Spider-Man was right beside her. His mask crawled away from his mouth, turning into a cowl, but with the same organic ease as his spidery movements—like waters receding after a wave.

Felicia gritted her teeth, thinking this was hella weird. He was never so aggressive, so… masculine. “What’s with the new duds? This your Sunday finest?”

“Thought it was time for a change.” He looked down at her costume. The black fabric, the white fur. “We match.”

“Does this mean we’re going steady? I know technically we’re living together, Peter—“

“Call me Spider,” he ordered her, and Felicia liked the feeling of command in his voice, if not being ordered around.

“You like it when I call you that?” she asked, leaning against the chimney, thrusting her chest out, striking a pose. Now that she knew this wasn’t a fight, that he was just playing rough, she was getting a little into it. She did like the new costume. And matching her color scheme was actually pretty sweet.

“I like a lot of the noises you make,” he said to her. “That I make you make.”

“You gonna make me call you Spider?” Felicia bit her lip. “Gonna have to make me—I don’t like doing as I’m told, Peter. Peter Parker…”

Suddenly, Peter’s hand dropped and cupped her ass. She felt a shiver go through her as he squeezed it hard, sending ripples of interest through her body. Suddenly he was kissing her, and she opened her mouth to feel his tongue ramming in. Felicia kissed him back hard—felt his hands deliver a stiff slap to her ass and her knees went weak. He certainly wasn’t playing around.

He pushed her against the chimney, driving his tongue deep into her mouth. She gasped for breath when he wasn’t kissing her, which he almost always was, as he felt her up, as he pressed his thigh against her groin and rubbed promisingly.

“I want those big tits now,” he told her, and she didn’t protest because this was suddenly all she wanted. She hadn’t known what she’d wanted when she’d gone out, hadn’t known what would satisfy, but here it was, Peter was giving it to her. She wanted to get fucked by Spider-Man and that was what was going to happen.

He pulled open her neckline, ripped it down her shoulders. The speed of it left her white hair a tangled mess, but his eyes were fastened on her creamy tits. She felt another shiver go through her at the electric contact of his searching gaze.

He pushed her back against the chimney, a little pressure making her feel the brickwork against her bare shoulders. His hungry mouth touched to her neck, and then her throat. She felt his lips moving down to her tits. His tongue flickered around one hard nipple.

“Take it in your mouth,” she whispered. “That feels so good. Take it in your mouth and suck on it!”

Peter laughed at her needy passion. She was acting like she hadn’t been fucked in years. He opened his mouth and let the nipple slide over his tongue, playing his lips over her straining nipple, enjoying how she shuddered. He tingled his tongue at her areola, then opened a little wider and let her breast slid deeper, filling his mouth as far as it would go. He sucked until he felt shivering vibrations go through her body.

He moved his mouth to her other tit, goosepimpled and chilly in the cold night air. His tongue flickered at the nipple, bathing it in warm saliva, and she shivered more at the sudden heat than she had at the cold. Then he sucked, getting as much of her creamy flesh as he could inside his mouth. He felt her wiggling with pleasure.

He returned to her other breast, bit down on the nipple, and Felicia cried out, lighting up the night with the condensation on her breath. Her gloved hands came to his head, claws digging into the material without her notice, but they didn’t penetrate, just stuck determinedly in his mask. He bit down harder, worrying her nipple in his teeth, and Felicia seemed on the verge of climax before he suddenly delivered a light slap between her thighs, enough for an explosion of sensation on her newly sensitive sex, but no real pain.

Felicia was left gasping and sputtering, her breath hotter than ever, misting in the cold air like a fog rolling in. Her breasts and the rest of her exposed torso were flushed red, hot blood burning into a cold sweat in the night. Peter enjoyed the sight of it—her perfect porcelain flesh growing red-hot.

“Jesus, Spider…” she panted, licking her dry lips. “Jesus… what’s gotten into you?”

“You wanna register a complaint?”

“Not on your life!” Felicia cried. “But how about finishing what you started?”

“If that’s what you want…” he said, leadingly nonchalant.

“Yeah,” she said, pulling her costume down. Stepping out of it. Grinding her bare heel into her remaining boot to step out of it as well. “It’s what I want. And you?” She put her hands on her hips, dressed so she was more naked than naked. Her gloves and mask and collar and stockings stayed on, reminding Peter of lingerie. Only these showed off her body without seeming to obscure one inch of it, didn’t have to be taken off, made her sexier without the hypocrisy of covering up her sex. “What do you want?”

“What I’m taking,” he replied. “You going to give it to me?”

“Give it to you?” Felicia laughed, ran a few fingers down the hollow of her throat and between her breasts. “It’s already yours.”

“Then show it to me.”

Biting her lip, actually feeling nervous and wicked and virginal to be facing this overwhelmingly sexual beast in the body of her sweet, gentle Peter, Felicia reached down and spread her labia with her fingers. She was proud to display how wet she was.

“You ever finger yourself while wearing the gloves?”

“Uh-uh.” Too worried about DNA evidence taking the place of fingerprints.

“Do it,” Peter demanded.

She nodded, sliding two fingers inside her sex. She hadn’t realized she was so hot. She felt her body shiver as she played with herself. She looked at Peter and saw him undressing as he watched her. He rippled with the same hard muscle as before, but there was something dangerous in the way he carried himself now, the way he looked at her. He’d always seemed somewhat overwhelmed by her before. Now he seemed… possessive.

“You really are cute,” he said.

“I’m buck-naked and fingering myself for you and you think I’m cute?” she asked.

“Yeah. Adorable.”

His hands started moving all over her body. She felt him playing with her breasts together, his grip just tight enough to be uncomfortable, but not enough to hurt. Right at the level she liked. The one he liked too, judging by the way he groaned. She felt herself rushing back to the straining arousal she’d felt before he’d slapped her cunt, the mixture of pain and pleasure that was more potent than either. And somewhere in the middle of that haze of nearing ecstasy, he took her rubbing hand away from her cunt and pressed it against his cock. Reminded her just how big he was.

“I see I’ve gotten a high rating from the judges,” she said. “Ten out of ten.”

“Are you sure?” he asked. “Count.”

Her fingers closed around his fat cock and she stroked her hand up and down. She felt the powerful throbbing in his member, and could feel herself trembling as she played with it. She dropped her other hand down to his heavy balls, ran her fingers over them and felt his prick jump, his precum running down over her fingers. She moved her right hand up to his swollen cockhead. It was turning purple.

“Your cock feels so good in my hand,” she whispered. “But I know where it would feel better…”

“Lay down on the ground,” Peter said suddenly.

“What?”

“Get down on the fucking ground,” Peter repeated.

“Oh… am I your bitch now?” Felicia tittered excitedly. “Say it. Say it!”

“You’re my bitch,” Peter said.

Pursing her lips, Felicia stretched out on the rooftop, spreading her legs for him to fuck. She could barely wait.

But she did, as Peter stood over her body and started stroking his cock.

“What’re you doing?”

“Got me too excited,” Peter said. “So I’m giving you the first one in your face. I think you’ll enjoy it anyway, bitch.”

“Depends on how much there is,” Felicia replied, feeling wonderfully degenerate as she lay underneath Peter, so degraded, so filthy. She watched his massive cockhead as he jerked himself off for her.

Then, seeing her breasts heaving with her hurrying breaths, he straddled her belly and leaned forward so that his cock was between her tits.

“I’ve got a feeling you know what to do,” he said to her.

“Men. You’re all the same. Might as well be clones…”

“Don’t joke about that.”

She did know what he wanted. She held her breasts together around his swollen cock, giving it a snug massage to rock back and forth inside. She could feel his engorged cockhead rubbing between her tits, leaving a trail of his slimy precum. She could see his tip appearing in her cleavage.

“On your face, you bitch,” he groaned. “I’m going to shoot my cum in your face, all over your face, oh shit, oh fuck, you’re going to wear my cum!”

His cock pushed between her tits and he spurted so fast that she felt the first hot dashes of cum on her face before she could see the white in the air. She closed her eyes then, felt his cum splash harder, cling to her eyelashes, shoot into her face and hair. She felt like a mess. Like she’d been used, soiled, degraded. Oh, usually she had to wait until she’d been fucked to feel this way, and here she hadn’t even started to plumb the depths…

Peter took her hands, squeezed them, then made her press them to the sticky gobs of cum that were running down her face. “Play with it,” he told her. “Let me see you rub my cum all over your body.”

He sat cross-legged across from her, watching as she rubbed his cum all over her tits, down her belly, into her thighs. She rubbed some of his seed into her pubic hair, as if polishing its silver to a higher sheen. Her body began to smell of his cum. It excited her. She could feel her juices soaking her inner thighs.

“Keep playing with yourself like that, bitch.” Peter picked up her discarded catsuit and used it to wipe his cock off. The sight made Felicia moan. “Use your fingers.”

Her body was already on fire. Her hands only made it hotter. She stroked her breasts, her pussy, and she could feel the excited shivers running up between her thighs, smell the juice dripping from her fingers. It was like snorting cocaine, smelling it rub into her sweaty flesh, join the scent of Peter’s cum in marking her. She crammed four fingers inside herself. She heard Peter groan and turned to look at him. He was stroking his cock hard again.

“What do you want, Cat?” he asked her.

“I want your cock, Spider,” she whispered. “I need your cock. I need it bad! I need to be fucked with your big hard cock!”

She turned her cunt toward him, lifting her ass and spreading her thighs so that he could look right into the glossy pink of her sex. He could see her gloved fingers fucking herself.

“Roll over on your stomach, Hardy,” he told her. “Lift up your ass like a cat in heat.”

She was willing to do anything as long as he gave her that spectacular cock of his. She rolled over and lifted her ass. The next thing she knew, his swollen cock was touching her cunt. He moved slowly and she felt his cockhead opening her up, stretching her out.

“Oh yes,” she whimpered. “That’s what I want… give me what I want…”

Peter rammed himself all the way into her snug pussy, felt her go from playing it cool to being filled with hot pleasure she had to express—whorishly moaning and squirming for him. He left his cock inside her for a moment, not moving. He hadn’t remembered her being so hot and tight. She must really be enjoying this to clench so hard on him.

“Come on and fuck me!” she mewled. “I need it so bad… fuck me hard, fuck me bad… need it…”

Peter thrust into her in hard, deep strokes, pushing into her further than she had ever felt a cock before. It was like his cock was all the way in her belly. She moved her ass back against him, let herself clench as hard as she wanted; his fat cock was deep inside her pussy and not going anywhere. She loved it.

Felicia reached behind herself and found his balls tapping against her buttocks. She caressed them with her fingertips, and as if to show her how it was done, he reached around and grabbed one of her tits as he rammed into her. His right hand squeezed deep into the smooth flesh, her hardened nipple buzzing against his tightly-held palm. He was crushing her breast, grinding it in the mortar of his hand, but just softly enough that it didn’t hurt, not really. It just… felt.

“Oh yes!” she cried. “You’re making me feel good all over! You’re making me feel so good!”

Encouraged by her words, Peter fucked her cunt harder. His heavy balls slapped her ass with each hard stroke. Felicia could feel her body shaking whenever he slammed into her. She knew she’d be sore the next day, but she didn’t care about that. She wanted to be as sore as she could get.

Felicia was the one who lost control, feeling her orgasm begin to press its way into her flesh. She started slamming back against his cock as hard as she could, his member going deeper, getting fuller.

“Yes!” she moaned. “This is what I need! Your big cock feels so good, it feels so good, it’s going to make me come! Oh shit! Shit! It’s making me—Fuuuuck!”

Her body rocked back and forth. She was afraid she would split apart. Felicia kept trembling even after the last shudder of pleasure went through her. She could feel her juices soaking Peter’s hard cock.

Peter didn’t slow down. He kept ramming her from behind. She had to take a breath, but then she rocked back to meet his thrusts again. She wanted to satisfy him just as she had been satisfied. Despite the temptation to just lay there and let him have her for however long he could keep it up, she battened down and tried to milk his cock with her tightening pussy.

“Cum in me!” she moaned. “Shoot your hot cum in me! Let me have it!”

He kept ramming her and she felt his cum, hot and thick, slicking over the walls of her pussy. She clenched as hard as she could.

“Going to shoot!” he groaned. “I’m coming! I’m fucking coming!”

This time he spurted inside her pussy. She felt his prick pumping again and again, her cunt feeling full and warm and liquid with cum, and it just kept getting warmer and fuller and wetter because he just kept coming. Felicia forced herself to tighten, to get every drop of cum from his fat cock. She was filled with cum, but it ran down her thighs and she wanted to feel more of that, feel it run down her legs and over her feet and between her toes, wanted it painting her chest, wanted to be dipped in it, drowned it in, she wanted to have his seed inside her for days.

Finally, she felt Peter sigh and relax. “Nice pussy,” he told her.

“Mmmmm.” Felicia’s arms and legs slipped out from under her. She sprawled on her belly, feeling the pavement under her loins grow damp with the cum that was sloshing out of her. She laughed. “A lot of men have called me a bitch… I don’t think anyone’s ever made me one before. And here I thought I was too much for you.”

“You might be. We haven’t tried your ass yet. Or should I say your tail?”

Laughing again, Felicia got up and started dressing, stepping into her costume’s stirrups and working it up her body. Given how tight it was, this was a long, enthralling procedure. Peter watched.

“Oh, you’re definitely too much for me,” Felicia said. “Which is just the way I like men. But us cats, we’re plenty contradictory. I think two of us would be enough for you. If you’ve got the balls to try.”

“One for each of you,” Peter assured her. “Why? You have a sister?”

“Sister from another mister. Similar taste in pets, likes it black, skintight, and leather… not much of a sense of humor, sadly, but she does have a whip. And she’s used to big dicks, so to speak.”

“Sounds fun,” Peter said—now Felicia had her costume over her womanly hips and was shrugging its sleeves on. He reached up and grabbed her hand. “Why are you getting dressed?”

“I’ve got to get home.”

“We have time for another,” he said.

Felicia stopped dressing.

Her knees hit the ground in a puddle of her pushed-down costume, her hands following, her ass up in the air and pointed his way once again. She felt him poise his cock, hard again, at the entrance to her pussy. But Felicia had other ideas.

Turning around and hunching back with her hips, she raised her body and grasped his prick. She ground its tip against her asshole until she felt the head begin to penetrate her tiny anus.

“Fuck me there, Spider,” she drawled. “Use my ass. Get yourself off with my ass. Fuck my ass.”

From his hesitance, she thought Peter wanted to go slow, keep it from hurting, but she wanted it to hurt and he just wanted it. The raging demand for release, the new heaviness in his balls, outweighed everything else. He buried himself up her ass.

“Ohhhhh, yeah!” Felicia cried as the full length of his cock reamed her ass more and more.

He pulled back until his knob was caressing the ring of muscle inside her hole, and she moved her hips back too, retaking his cock, opening her asshole even more. He entered her anus easily, his prick sliding in balls deep as Felicia almost helplessly delivered herself to him. Her powerful anal muscles pulled and twisted at his prick, ample buttocks flooding it to bury even his big cock.

Her eyes were open, but they seemed to see nothing as they stared straight ahead, hypnotized, finding focus only in some dim vista far beyond her body. Her convulsive movements quickened, and her back arched even more to send her asshole savagely to the base of his thick cock.

“Go on, Spider, give it!” she pleaded. “You really give it to me! You wanted to fuck me, didn’t you? So fuck me! Come inside me! Make your bitch happy! Make a happy bitch!”

Peter drove and pounded his cock deep inside her ass. It felt like it was on fire inside her tightness. He gritted his teeth and held on until he felt Felicia lose herself in an approaching climax, her entire body stiffening up to take it.

It was then, on the edge of oblivion, that he let her feel him come.

It started with a low roar in his chest and mounted to a deafening shout as his whole being thrust forth, a torrent deep in her bowls. Felicia screamed as she locked against him, driving her throbbing asshole down on his prick.

He came in great waves, his cum like gasoline being poured into her ass. Great floods of his seed poured from him. Her shrieks of delight and pain urged him on until his whole being shuddered with relief, stream after stream of hot, searing semen shot into her bowls. Until finally, he sagged back against the chimney, his fevered body not relaxed, but relieved.

“Good fuck,” he panted.

“Me?” she gasped. “Or that?”

“Both.”

“Me,” Felicia corrected.

“You.”

Peter tucked his limp cock back into his pants. Felicia wondered when he’d put his costume back on.

“I don’t think I can walk,” she reported happily. “Carry me home and you can fuck me again.”

Peter fired a webline to her costume, pulled it to himself, and slung it over his shoulder. “You’ll be making the trip naked.”

“Sounds like a real time-saver.”

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