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All characters in this story are over the age of 18.

The crescent moon that hung high above cast an ethereal glow over the deserted dock. Wooden crates of various sizes were neatly stacked, forming an eerie labyrinth of shadows. Each of them was tightly locked; shrouded in mystery. From the shadows, half a dozen figures crept into view. Their intent was unmistakable.

Tonight, crime was on the prowl.

The small gang of criminals hurried into position, always glancing over their shoulders and checking the hidden corners of the building nearby as if they expected something to spring out and surprise them. One of them gently lifted the lid of the first crate and inspected the contents inside. A slight grin formed across his face. ‘’Yeah, this is the right shipment. Early, like they said. The police aren’t going to be stationed nearby, so we can make a clear getaway.’’

One of the other goons gulped loudly, constantly looking around. ‘’It’s not the police I’m worried about. What about the Spider? This is his turf!’’

‘’Quiet!’’ The leader scolded. His gruff voice hushed as he also double-checked to make sure that they were alone. ‘’He ain’t here now! So, let’s get what we need and scram.’’

Most of the thugs had already moved into position. Sweat rained down the back of their necks as they steadied themselves to heave the crates off the ground. Their eyes darted from side to side. Their ears were perked up. Every slight movement of a shadow made their hearts jump. However, other than the quiet howl of the wind, all was peaceful. A sense of calm soothed their souls. It seemed like they were going to steal this shipment with no troubles at all. Suddenly, a burst of red light blinded them. The projected symbol cast the thugs in a red, white and black glow which emitted a very familiar symbol to criminals who dared to come to this part of the neighborhood.

‘’Congratulations! You are our one-hundredth customer to utter the phrase ‘get what we need and scram’. However, prizes are not to be collected at this time. So, please put those down.’’

Spider-Man’s voice, laced with a playful tone, made the criminals drop the crates on hand. They all looked up to see the friendly neighborhood wall-crawler perched on the edge of a building that overlooked the dock. The vigilant protector switched off his Spider-Signal so that the goons could get a better look at his infamous red and blue costume.

‘’No way!’’ The lead thug groaned, clutching tightly onto a crowbar that he brought with him. ‘’How did you find us, webhead?’’

‘’I’d rather not say dumb luck, so let’s pretend that my Spidey sense was tingling.’’

With a graceful leap, Spider-Man descended upon the startled criminals, his inhuman athleticism and reflexes guiding him through the darkness. His arrival was like a swift gust of wind, announcing his presence and almost knocking back the thugs before they even had a chance to defend themselves.

"Who brought their dancing shoes?’’ Spider-Man jested.

He effortlessly weaved between the criminals, moving like a blur of agility and precision. With a flick of his wrists, his webbing caught their weapons and yanked them out of their grasp. All of their faces shifted from alarmed to outright terror. To say that they were in a sticky situation would be a joke that was too low even for Spider-Man. The leader attempted to strike at the superhero with a clenched fist. But, Spider-Man was quick to dodge it. He grabbed the thug by the collar of his jacket and threw him across the dock. Before he landed, he was encased in a web that was too strong to break and knocked against the wall. The force knocked him unconscious.

The rest of the goons didn’t fare any better.

They were sent tumbling around like ragdolls. Spider-Man’s webs shackled their hands and feet, binding them together as a flurry of expertly placed jabs and knicks rendered them powerless. One by one, they fell. Spider-Man deftly dodged any assaults that were aimed in his direction. As the last of the criminals fell, their unconscious bodies forming a makeshift ball of the web, Spider-Man stood amidst the fallen, his hands on his hips in a triumphant pose.

"Looks like you guys were in over your heads. Next time, maybe try a more legal line of work, like knitting. Oh, I hear that competitive flower arrangement is starting to make a comeback!"

His quips faded into the silence as his eyes narrowed.

‘’This was too easy. Something is going to knock me off my feet…’’ At the last moment, his Spider-Sense flared. But, it was too late. He felt two feet slam hard into his back, knocking him to the ground.

‘’I really hate being right,’’ he grumbled as a figure strutted into view.

‘’Nothing personal, Spider-Man,’’ Black Cat smirked. She scratched the underside of her chin as she loomed over the downed hero with a swagger in her step. ‘’But, when I heard about the contents of this shipment, I knew that it was going to be a score too big to miss.’’

‘’Don’t you usually work alone, Cat?’’ Spider-Man inquired. He glanced over at the pile of unconscious goons a short distance away. ‘’Or, have you finally softened after these years?’’

‘’You should already know the answer,’’ she purred. ‘’They were the distraction for you whilst I got to work. I was hoping that they would last a little longer. But, they just weren’t good students.’’

She turned and walked back over to the crates, extending the tips from her black gloves so that they would resemble cat claws. She didn’t appear worried as Spider-Man rolled onto his side and watched her walk away. ‘’Funny that you should say that,’’ he said. ‘’I’m actually trying a bit of teaching myself. And you’re making me look bad.’’

Black Cat giggled. ‘’Is that so? Well, Spider, where is your superhero student?’’

Suddenly, Cat looked down in shock and saw a heavy strand of web coat around her feet. The thief struggled to break free. Her strength wasn’t enough. After a few attempts trying to break the webbing with her claws, it became apparent that she was not going anywhere. She groaned in frustration and turned her head, noticing another figure leap out of the shadows. A feminine hero in a black and white suit landed gracefully before her. Cat narrowed her eyes. She had never seen this superhero before. Then again, this world seemed to be spawning new superheroes at a faster rate than anyone could count. Their costume, particularly the mask, bore a striking resemblance to Spider-Man’s.

‘’You’re a little far from the ball, Cinderella,’’ Cat sneered.

Behind her, Spider-Man gasped. ‘’Wow, do I detect a hint of annoyance in your voice, Cat? My new partner must have really got under your skin.’’

‘’New partner?’’ Cat sighed sarcastically. ‘’Oh, Spider-Man. I thought what we had was special.’’

Out of the corner of her eye, Cat watched the hooded woman in white approach with caution. At first, Cat thought that she was making sure that the thief wouldn’t escape from her trap. However, she spotted the way the new hero’s head looked upward sharply. They were originally staring at Cat’s chest.

‘’I take it that you’re both already familiar with each other?’’ the woman asked Spider-Man.

‘’She’s the Black Cat. She’s not so bad when you get to know her. Sometimes.’’

Cat snickered. ‘’I’m a sucker for flattery.’’

‘’With that attire, I’m not surprised,’’ the woman in white said.

Cat fluttered her eyes. ‘’What’s the matter, Spider-Princess? Never fought someone dressed in tight latex before?’’

‘’My name is Ghost-Spider!’’ she replied. Her eyes combed over Cat’s body once more. She clearly did not know what to make of Cat’s costume. She tore her eyes away from the thief to address Spider-Man. ‘’Sorry that I didn’t jump in sooner. I didn’t want to get in the way as it seemed like you were handling the situation quite capably.’’

‘’I appreciate that,’’ Spider-Man said. ‘’But, don’t hold yourself back. If I’m going to teach you the ropes about being a superhero around these parts, you should jump in and join the fun. I find that the best way to learn about crime-fighting is to actually fight crime. It’s not something you’ll find in textbooks.’’

Gwen lifted her chin. ‘’True, I’m still getting used to the idea that I’m not the only superhero around…’’

Cat grinned sultrily. ‘’What? Are you an introvert? There are more superheroes these days than there are dollar bills. Or, have you been afraid of becoming a superhero because you were too shy to face criminals like me?’’

Stammering over her words, Gwen shook away the red that was beginning to color her cheeks and turned back to Spider-Man. ‘’Should we clean up the mess?’’

Before he could answer, a buzzing sound came from one of the web-slinger’s hidden pockets. He retrieved his phone and quickly stared at the screen. A text message from MJ asking about his whereabouts caused him to nearly scream. ‘’Oh man! I totally forgot about my date! I have to be on the other side of town!’’

‘’Right now?’’ Gwen probed. ‘’What about Black Cat? And the others that are currently in dreamland?’’

‘’I’ll make a call to Chief Watanabe on my way. Just stay with them until the cops show up!’’ Spider-Man hurriedly said as he extended his arm and fired a long strand of the web. He was pulled into the air and began to swing away into the distance, leaving Gwen alone with half a dozen unconscious thugs…and a still very conscious Black Cat.

‘’I don’t believe this,’’ Gwen sighed. ‘’No, it’s fine. I can handle this. I have to think of this as my responsibility until I find a way back home.’’

‘’Find your way back home?’’ Cat said with intrigue. ‘’You’ve got this cat curious. Where are you from?’’

‘’That is none of your business. And you have a right to remain silent until the police arrive.’’

‘’That’s not how that works.’’

‘’It is when I’m in charge!’’

Cat laughed amusedly. ‘’Oh, it’s so adorable to see how hard you’re trying. Are you trying to impress me?’’

‘’Hardly!’’ Gwen scoffed. ‘’Why would I want to impress you?’’

‘’Well, you did make quite the grand entrance. Coming out of the shadows like that with your acrobatics…it was quite hot,’’ Cat fluttered her eyes, causing Gwen’s cheeks to deepen another shade of red.

Gwen was thankful that her mask was hiding her blushes, for now at least. Her eyes constantly flickered up and down between Cat’s face and her chest. The thief’s black attire left little to the imagination.

Cat leaned closer as her smile widened. ‘’Come on, we’re probably going to be here for a while. Why don’t we trade backstories? I know that you want to uncover my secrets just as much as I want to with yours.’’

‘’What do you even want to know about me?’’

Cat shrugged. ‘’I admit that I am curious whenever I see a new hero arrive in the big city. A list goes through my mind. Alien. Mutant. Experiment. Alternate Universe Variant. The possibilities seem endless. I’m going to go with the latter since you and Spider-Man seem to be cut from the same cloth.’’

Gwen’s expression softened. She breathed heavily through her nose and glanced at Cat. ‘’I…I am from another world. Another universe. At least, that’s what I understand. I don’t know how or why, but I’m working with the people of this world until they’re able to find a way to send me back. It’s the least I can do for them as a token of my appreciation. This is actually my first night on patrol here.’’

‘’And Spider-Man drew the short straw,’’ Cat teased. ‘’I guess the Fantastic Four have limited themselves when adding to their roster considering the name. Or, do you have a special connection cause of your spider powers?’’

‘’It’s nothing like that. He just…’’ Gwen hesitated. ‘’Happens to remind me of someone I knew back in my world. That’s as much info as you’re going to get out of me.’’

Cat arched her back and gently glided her claws up and down Gwen’s body. ‘’Why so hostile? Is it my tone? Shall I be slower and softer? You seem like the type who enjoys soft women.’’

Feeling her throat hitch, Gwen was powerless to stop her eyes from drifting downward to gawk at Cat’s cleavage once more. She couldn’t tell if the thief’s latex suit was coming undone or if it was just her overactive imagination. Either way, it was becoming too much for her to handle, especially when she felt a jolt of excitement accelerate down to her groin. Her hardness was slowly starting to take shape between her legs. She immediately retreated and averted her gaze, but not before Cat noticed her lingering look at her chest. That was a few times now she had caught Gwen gazing at her breasts.

Her mischievous smile grew. She didn’t need Spider-Sense to know when an opportunity presented itself.

‘’So…where you come from, is it similar to this world?’’ Cat inquired.

Gwen slowly nodded. ‘’Kinda...’’

‘’But, you’re the only superhero? That’s an impressive feat.’’

While Gwen’s suspicion remained, her pride slowly returned. She huffed smugly and placed her hand on her chest. ‘’I guess so.’’

‘’Why the name Ghost-Spider?’’

‘’Well, where I’m from, I’m actually called Spider-Woman. But, apparently, there are already a few heroes here with that name, and I thought it would get too confusing. So, I decided to go with Ghost-Spider. There is another Ghost-Spider. But, no relation. We…’’

‘’Are you a virgin too?’’

The blunt question caught Gwen completely off-guard. Her eyes widened. ‘’Excuse me?’’

Cat laughed at Gwen’s embarrassed reaction. ‘’That tells me everything I need to know.’’

‘’That…that…’’ Gwen stumbled over her words. She didn’t know what hurt more, that it was the truth or that Cat was able to know in an instant based on her reaction. ‘’What does this have to do with anything?’’

Cat’s eyes glimmered. ‘’I’m just trying to understand you better. I’m curious to know if you’re a boob-girl.’’

‘’A boob-girl?’’

‘’Hmm, shall we find out? You can touch mine if you want.’’

Gwen felt her heart jump into her throat. ‘’What?’’

‘’Do you want to touch my tits, Ghost-Spider?’’

Cat pressed her arms inward so that she could squeeze her breasts and show them off. The enticing offer made Gwen tremble with lust. She couldn’t look away as Cat’s boobs were on the verge of busting out of her suit. However, Cat expertly kept them concealed, only giving the superhero a tantalizing glance at them. Fighting against every nerve in her body that was screaming, Gwen shook her head, vehemently refusing Cat’s offer.

This didn’t deter Cat’s efforts. ‘’Perhaps…you’re more of an ass person?’’

It felt like Gwen’s tongue had become swollen to twice its size. And when Cat turned her body just enough so that her ass was sticking out for her to view, Gwen knew that her tongue wasn’t the only part of her body that had grown.

‘’You can spank me if you want,’’ Cat purred. ‘’I have been a bad girl after all. You caught me. Now, you can punish me.’’

Gwen was caught in two minds. This went against all that she had told herself when she realized that she was trapped in this strange world. She needed to keep to herself, follow orders, and make this situation as mundane as possible until she found a way back home. Getting involved intimately with others was not on her list of things to do. She considered it an unneeded distraction. However, seeing such a sultry woman in sexy attire offer herself in such a way was too much for Gwen’s mind to handle. Her thoughts descended into depravity with next to no resistance. She never even took the chance to relieve herself since she came here. She was extremely pent up and her urges could only take so much before they knocked down her walls. Her resistance faltered as Cat wiggled her hips, shaking her ass enticingly.

Gwen felt something inside her snap.

As long as Black Cat was trapped by her webbing, one touch wouldn’t hurt…right?

Gwen stepped forward, swallowed the lump in her throat and reached out to touch Cat’s ass. The thief sighed happily and bucked her hips, pressing her rear against Gwen’s palm, encouraging her to touch her more. Gwen began to grope Cat’s ass with more enthusiasm. Her behind felt so soft and plump, especially with the added layer of her black suit. Gwen dug her fingers into Cat’s cheeks before she nervously brought her hand down to slap her.

Cat grinned wickedly and tempted Gwen to do it again. ‘’Harder!’’

Gwen obeyed. She spanked Cat’s ass with greater force, causing the thief to moan with delight. She bit her bottom lip and closed her eyes. The sounds coming out of her mouth spurred Gwen on and she proceeded to slap Cat’s ass a few more times, strengthening the hits each time.

Cat gasped. She couldn’t believe how easy this was. Gwen was crumbling before her. So, the thief decided to take things up a notch.

‘’Do you want to lose your virginity?’’

Gwen couldn’t believe this was happening. She wanted to think rationally before making her decision. However, her cock already had an answer. She nodded eagerly. ‘’At least you’ll still be in my sights. So, don’t try anything.’’

Cat winked. ‘’Scouts honor.’’

Typical teenager.

Her plan of seduction seemingly went off without a hitch. Without her captor noticing, Cat carefully moved her toes inside of the web. She could feel it loosening. It wouldn’t take much longer for her to free herself. She’d had plenty of experience breaking free of Spider-Man’s web.

But, she had to keep the new hero distracted.

And she knew the best way to do exactly that.

Lowering herself until she was crouching, Cat began to unzip Gwen’s costume.

‘’There’s always a zip,’’ she licked her lips, expecting to see the young woman soaking wet after all of the teasing she had suffered through.

However, when Cat pulled the zip down, she was in for quite a shock.

Gwen’s cock sprang outward, smacking Cat right in the face and causing her to reel back and stare in amazement. It was just the sudden appearance of the girl’s dick that took her breath away, it was also its sheer size. Cat had never seen a cock this large. Even Spider-Man wasn’t half as big as Gwen. The length and the thickness were overwhelming. Cat couldn’t help but ogle the appendage for a short while, trying to rationale how someone with a cock so large could fight monsters without being weighed down by it.

‘’Why…how…’’

Gwen blushed. Letting her brash excitement get the better of her, her hips bucked forward and caused her dick to rub against Cat’s face. For the first time tonight, the thief was the one lost for words. ‘’What? Is it not normal for women in your world to have a penis?’’

The shock etched across Cat’s face soon evaporated. Gwen could see the twinkle in her eyes as curiosity caused her to examine Gwen’s length.

Black Cat released a groan. She felt wetness pool between her legs. She’d be lying to herself if she said she wasn’t intrigued by the idea of trying to take Gwen inside of her. The scent was intoxicating as the heavy shaft pressed down on her face.

It was at that point Cat decided that she might as well have some fun before fully escaping.

Barely a second had passed before Cat grabbed Gwen’s cock and engulfed it in one go. Cat bobbed her head rapidly as her tongue slid up and down the length, licking every part of it until it was coated with her spit. Saliva and pre-cum poured down from the corners of Cat’s mouth. It was a heavenly experience for both of them, as Gwen revelled in Cat’s divine skills. She felt like she could barely stand as she held onto Cat’s hair and slammed her cock down the thief’s throat. Cat’s muffled cries vibrated around the shaft. The thief needed more of this cock. She needed to taste Gwen’s cum. It had only taken seconds for her to become addicted to this feeling. It was rare for her to allow a lover to treat her in such a way. Yet, she was more than happy to allow Gwen to fuck her face like a horny teenager.

Unfortunately, the fact that Gwen was a virgin quickly came back to haunt her.

‘’Oh no…I think I’m…’’ she cried out, failing to warn Cat in time as she exploded inside of the thief’s mouth. She felt Cat eagerly gulping down her thick load, delighting in the taste as if she were downing ambrosia. Gwen gasped heavily, taking longer to recover than Cat. She never knew that a blowjob could feel so incredible.

Why hadn’t she done this sooner?

Cat looked up playfully and opened her mouth to show Gwen the pool of cum that was swimming on her tongue before she swallowed it. She licked her lips and rose. There was no retaliation from Gwen as Cat leaned in to whisper in her ear. ‘’The web is taking too long to dissolve. How about you help me out and I’ll reward you by letting you fuck my pussy raw.’’

Gwen didn’t hesitate for even a second as she reached down and ripped the webbing off from the thief’s feet.

Cat purred with satisfaction. ‘’I love how obedient you are. It turns me on.’’

Before Gwen could muster the courage to speak, Cat took a step closer and pressed their lips together. Gwen melted in the embrace. Cat’s fiery passion threatened to overwhelm her as she felt the thief slide her tongue into her mouth, deepening the kiss.

‘’This is my thanks to you for being my hero,’’ Cat whispered as she rolled her tongue around Gwen’s, tempting her to return the kiss.

Despite her best attempts, Gwen made a poor attempt at handling a French kiss by thrusting her tongue too fast and nearly buckling over her feet as she moved closer to Cat.

Cat laughed at Gwen’s expense, causing the superhero’s blushes to redden to the point where she could almost see her blushing through the mask. ‘’Oh wow, you really are a virgin. Is this your first kiss too?’’

‘’So what if it is?’’ Gwen barked.

Cat smirked. ‘’Don’t be offended, I like that fact about you.’’

Dumbfounded over what to do, Gwen was left frozen as she watched Cat walk around her, swaying her hips when she moved past her so that she could stare at her ass. Gwen’s mind was so frazzled that it hadn’t dawned on her that Cat might be about to escape. But, she didn’t have to worry about that. Instead of running, Cat bent herself down onto one of the crates near them and ripped the rear of her skin-tight latex suit so that only her ass and her dripping wet pussy were visible. She glanced over her shoulder to lock eyes with Gwen and she shake her ass to further entice her.

As if Gwen needed any more encouragement.

She approached Cat from behind, trying not to stumble over her feet as her nerves were kicked up into the stratosphere. But, her many years of sustaining poise and grace in the most troubling of times helped her to regain composure. When she was in position, she aimed the tip of her cock towards Cat’s pussy. The head brushed against the wet entrance, causing both of them to moan with delight. Gwen had never known such an intense feeling as she slowly slid her shaft inside, stretching Cat’s pussy with her sheer girth.

‘’I can’t believe I’m about to lose my virginity to a hot supervillain in another world.’’

Cat chuckled.

Gwen’s blushes intensified. ‘’Did I say that part out loud?’’

‘’You did,’’ Cat smiled. ‘’I won’t hold it against you, dear.’’

There was a brief moment when Gwen was still so that she could admire Cat’s beautiful figure from behind. She grabbed the thief’s waist with one hand while her other took a fistful of Cat’s white hair and tugged back. Cat let out an aroused moan as she felt Gwen’s cock slide in and out of her drenched pussy. It only took a few thrusts for Gwen to find her rhythm.

Rapid and erratic.

She fucked Cat like a lover processed by Aphrodite herself. In and out. Harder and faster. Cat cried out in pleasure as she rocked herself against the superhero, taking her cock repeatedly. Her ass crashed into Gwen’s body. They moved in synch. Gwen reached around to cup Cat’s breasts as they bounced with each powerful impact.

There was only so much pleasure that Gwen could take. Cat felt it as the hero’s massive cock throbbed inside her. The thief’s pussy clenched tightly around the shaft.

‘’Are you going to cum?’’ Cat asked between moans.

Gwen let out a husky moan. ‘’Yeah!’’

‘’Don’t hold back! Fill me up! Cum inside me! I want to see how much web you’ve got!’’

The words alone would have been enough to bring Gwen over the edge. She fucked Cat as hard and as fast as humanly possible, bringing the thief to an earth-shattering orgasm. Cat was taken aback by the hero’s incredible power. She should have seen it coming considering her abilities seemed to mirror Spider-Man’s. But, she was softer. Her movements were quick and frenzied. However, there was some grace to her movements. She glanced back to see the hero standing on the tips of her toes like a skilled ballet dancer as she pounded her.

So much potential, Cat thought.

Cat screamed as her juices flowed, squirting all over Gwen’s cock. At the same time, Gwen felt her impending release. She forced the full length of her cock inside Cat before exploding. Thread upon thread of Gwen’s hot cum painted Cat’s insides, filling her to the absolute brim.

Feral grunts escaped from both women as they took a moment to bask in the afterglow of their handiwork. Gwen smiled brightly as she sighed with delight. ‘’Holy crap…that was…’’

Before she could express her satisfaction, she felt something grip her wrist. She had just enough time to see that Cat had sliced the web cartridge with one of her claws before a ball of web glued Gwen’s hand to the nearby wall. Gwen gasped and tried to pull herself free. However, all she could do was leave cracks in the walls. She couldn’t risk using her full strength without bringing the side of the building crumbling down on top of her.

‘’It’s been fun!’’ Cat purred as she walked away. Her hips swayed hypnotically. Even now, Gwen found herself distracted by the thief’s perfectly-shaped ass. The fact that cum was still leaking out of her pussy and she didn’t cover herself didn’t help with the hero’s arousal.

‘’Seriously?’’ Gwen groaned.

‘’I couldn’t let you pass your first lesson in this new world with flying colors,’’ Cat turned to blow a kiss at the flustered hero. ‘’We’ll have to do this again. Don’t be a stranger, Ghost-Spider.’’

Gwen could only watch on as Cat dashed into the shadows, disappearing into the night.

‘’She wants to do this again?’’ Gwen blinked before a slight smile formed. ‘’Cool.’’

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