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Peter barely recognized Gwen. Or perhaps it was that he didn’t want to recognize her. She looked so familiar with her heart-shaped face, her striking jawline, her defined cheekbones. Her skin was so smooth and porcelain as to be ethereal, while bold red lipstick accentuated her full lips, giving them a beatific pout. Her nose, small and slightly upturned, edged her natural beauty away from gorgeousness and into cuteness—she straddled the fence between approachable and stunning, giving her an entirely different appeal from Mary Jane.

But that was the Gwen he knew. This one wore a wicked look on her face—one he couldn’t imagine his Gwen feeling, much less expressing. It was something he would see on an Osborn, on an Eddie Brock or Cletus Kassidy. Her flawless body… usually dressed winsomely, fully immersing her in girl next door fantasies… was now intensified by a skintight catsuit. Her supply muscled flesh was in constant, subtle motion: twitching and undulating as if she were about to launch into acrobatics. And the tentacles she wore, that were a part of her, moved with her every stance like a dance partner, adding to the forcefulness of her bold gestures.

“You stole Compound 17!” Gwen snapped, her tentacles unfurling dangerously about her—cracking like whips with each cut-off syllable. “What are you going to do? Sell it on the black market?”

“The thought had occurred to me,” Mary Jane shot back.

“Foolhardy imbecile!” Gwen roared. Her tentacles slapped the floor.

“Here we go with the thesaurus…”

“You have no appreciation of the sciences! Not an inkling of what Compound 17 is truly capable of! With it, I could master the globe, but all you can think of is tawdry cash!”

“At least I’m not a virgin.”

Gwen faltered, her tentacles curling up defensively. “I am not a virgin…”

“Oh, right, you partnered up with Paladin and he’ll fuck anything that moves.”

“He does no—I wouldn’t—I’ve had sex!”

Mary Jane smiled maliciously. “You let Paladin talk you into letting him try you out and now you think you’re such a vixen. Did you even blow him?”

“That has nothing to do with being a virgin! You’re moving goalposts!”

“Bet you didn’t even put your finger up his ass.”

“Of course not, that’s disgust—I mean, none of your business!”

“Whatever.” Mary Jane rolled her eyes. “I saw the Compound 17 first. Go steal your own from someone else.”

“No one else has it! It’s a rare-earth element that’s had its particles collided—“

“Blah, blah. Don’t be such a player-hater. I stole it, now it’s mine. If you want it, buy it from me.”

Gwen’s tentacles shot straight out like spikes. “I’m not buying something that I was right about to steal.”

“Yeah? When were you going to go get it?”

“When weather conditions were optimal for a—“

“How long had you been waiting? Two months?”

“It… it doesn’t matter how long I’d been waiting! I saw it first! Just because I don’t fly in, throwing pumpkin bombs everywhere and cackling like a lunatic…”

“It’s called being a criminal. You should try it sometime, instead of writing spec scripts about all the crimes you think about.”

“They’re called plans. And if you want me to be spontaneous…” Gwen’s tentacles extended to their full length, reaching threateningly for Mary Jane like dogs straining at their leashes. “I can trounce you, whenever I wish, and just take the Compound 17!”

“You don’t have enough arms.”

Peter’d heard enough—literally. He thought he’d seen Mary Jane and Gwen almost come to blows before, but they’d never been as close to violence as these two. And even if they were some evil, mirror universe version of ‘his’ girls, he didn’t want to see them attacking each other.

A minute ago, he’d been massaging Mary Jane—she felt, she responded, she acted so much like ‘the real thing.’ Was she really so far gone that there was no getting her back? Peter didn’t know… maybe it was foolhardy even trying to redeem this one bad egg MJ in an infinite multiverse, but it simply wasn’t in him to be intimate with her one moment and write her off the next.

Wherever in eternity he went, if there was a Mary Jane, he’d be there for her. And Gwen too.

“Girls, girls… Gwen, you’re a scientist, an intellectual… Mary Jane, you’re a talker, the most empathic woman I know… are you telling me you two really can’t work this out without resorting to violence?”

Gwen looked at him, her smile slowly gathering. “Peter? Peter Parker? What are you doing here… oh my God… were you and Mary Jane…?”

Mary Jane flushed, but quickly covered it. “What can I say? Can you really blame him? I’m irresistible.”

Gwen shook her head at Peter. “How hard were you resisting?”

“Very hard,” Mary Jane assured her, tugging away the bedsheets Peter had covered himself with at Gwen’s arrival. “As you can see for yourself.”

Gwen looked him over, taking in his six-pack abs, his thick pecs, the sheen of sweat burning out from his burnished skin. Even naked, he looked better than the high-society fairies and criminal psychotics she was used to meeting with. He looked like a man, and judging from how proud Mary Jane was in showing him off, he acted like one too.

Gwen kept a close eye on how a slow flush reddened Peter’s naked body. “Maybe we can come to an arrangement, Gobby. You keep the Compound 17 and I take him.”

Mary Jane laughed from deep in her throat. “You couldn’t handle him.”

“It doesn’t look like you have either. Yes, I could definitely let go of a little loot if I get to have him before you do… you don’t deserve that big dick…”

“And you do?” Mary Jane’s smile grew a sexual edge. “Show me you do, Ock. Show me you’re more than just a set of tentacles.”

The redhead had to laugh at the complete consternation Peter showed. It was fun to get any man that far off-balance, much less Spider-Man. He was so taken aback that his mouth gaped open like a drying fish.

“Hey, whoa,” Peter protested. “MJ, I thought we were—“

“What?” Mary Jane asked, her mad eyes blazing at Peter. “You thought you were about to fuck me? And now you have to fuck her?” She cackled like a hyena. “Oh, what a letdown! Sorry, Gwen! I guess he had his heart set on making me a White Goblin…”

Gwen growled through clenched teeth. Her tentacles shot out, grabbing Peter by wrists and ankles, pinning him to the bed. Mary Jane whooped with laughter as she got off the mattress, still glistening with the olive oil he’d used to massage her.

“Well, that’s one way to get a man!” MJ tittered. “Sorry about this, tiger. Normally, I wouldn’t let Gwendy touch my stuff, but you have foiled me so many times in the past. Worshiping me tonight was too little, too late. Now you have to fuck blondie… if you manage to explain to her where all the parts go…”

Gwen fumed at Mary Jane. “He’s going to love fucking me! He can’t wait to be inside me!”

Mary Jane picked up the Compound 17. “If that’s the case, why don’t you get your tentacles off him and try a little missionary? You know it’s your favorite.”

“…no.”

Mary Jane smirked, giving Peter an apologetic shrug. “Sorry, Pete, I tried. Guess you’ll just have to lie back and think of England.” She gave Gwen a look. “Or wherever they manufacture peroxide these days…”

Gwen hissed at MJ, a tentacle coming off Peter’s limbs to menace her. When Peter lifted his arm, she quickly returned it to holding his wrist in place. ”Leave us!”

“Have fun, you two.”

Gwen put the redhead out of her mind, focusing all her attention on her handiwork. Peter Parker, entirely naked, stretched out on top of Mary Jane’s own bed like he was being tortured on the rack.

“All mine,” she said admiringly.

She smiled seductively at Peter as she climbed onto the bed. Standing over him, her legs spread to either side of his body, she slowly unzipped her catsuit. Then her gloves came off. Then her boots. Finally, she stepped out of the costume entirely, setting her bare feet on Peter’s chest like a conqueror.

“Shit,” Peter breathed, staring up at her golden-haired womanhood and indolent little breasts.

“Yes. We don’t need Mary Jane, do we? You don’t even want her. You want me.”

She tossed the catsuit aside. Then she turned completely away from Peter, arching her back. Gwen reached behind herself, playing with her firm buttocks, cooing, “Do you like my ass?” Her fingers barely sank into her tautly muscled glutes, tight and compact and when she pulled them to either side, Peter couldn’t help but imagine his cock fitting in between them.

“Of course I do,” Peter gasped, no longer sure what was happening, only that it was best to be honest. It wasn’t like he had to pretend any interest in Gwen’s naked body.

Gwen leaned forward, wiggling her bare ass at his face. Peter ogled it shamelessly.

With Gwen bent over, she could look right down at his prick, watching it lengthen and throb and twitch excitedly. “Yeah. It makes you nice and big for me. Were you this hard for MJ?” she whispered hotly.

Peter glanced down quickly at his raging erection. He could see what’d gotten Gwen all worked up, especially if she was as sexually inexperienced as MJ claimed. His manhood seemed to dwarf her lithe, petite body. It was hard to imagine him going between her lissome thighs.

“No. That slut never would’ve let you get away if you’d shown her this. Just because she gets so many boys, she thinks she can swap one out for another. But I know you’re special. That’s what I want. The best! Who cares if I haven’t ever given a, a titjob or a… blowy job? You’ll show me those things, won’t you Peter? And I’ll do them better than MJ ever could. Because I won’t be letting you go. I want my sweet Spider nice and happy.”

Gwen giggled and jumped about on one leg to peel her socks off one at a time. Fully naked then, she turned to Peter once more. She posed for him, putting her hands on the back of her head and flaunting her sensual body. Peter felt his endowment throbbing harder than ever.

Gwen cupped her breasts and pinched her little pink nipples the way Peter would’ve loved to. She smiled at Peter, thinking of him as she did it. Teasing herself by trying different ways of twisting and tantalizing her nipples—wondering how Peter would do it if her tentacles weren’t holding him down.

Peter’s blood boiled. He was used to Felicia putting on this kind of performance, and it never failed to get him hard. But sweet, innocent Gwen doing this? It made his cock grow like a skyscraper.

Gwen hummed to herself and stepped back, placing a bare foot between Peter’s thighs. Her toes resting against his mammoth shaft. She ran them along his veiny length, staring with glassy eyes at just how much there was for her tiny toes to feel.

“All mine. All mine,” she rasped, a deep breath behind it to get the thick words out of her mouth. With her gaze riveted to his maddened erection, Gwen sank to her knees. “I’m not a hoarder, Peter. I don’t collect things just to have them. Everything I have, has a purpose. It has to do what it’s there for. When I have a tool… a big, throbbing tool… it’s there to provide a service. Not just to be looked at. I would never just look at a big fat cock all day…”

Gwen fell to her elbows as well, her hands playing over Peter’s tightly clenched thighs. Her face was just inches from his turgid erection. Her eyes big and blue as she canted her head from side to side, observing its unbelievable heft from one angle after another.

“It just isn’t fair.”

“What isn’t?” Peter asked, thinking that very little counted as an injustice compared to him wanting Gwen to touch his cock, Gwen wanting to touch his cock, and her somehow not touching his cock.

“That a big dick can… enslave a girl,” Gwen moaned, her vacant stare running up and down the heights of his endowment.