A big thanks goes to Monder for suggesting this idea and Color of the Stars for watching, editing and suggesting various parts of this story. You guys made it possible.

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. Lust over 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 of the Spiderman 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 work. 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 feelingheavier 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 with self control Spiderman?"

Black Cat asked but they both knew the answer. He nearly went off earlier and was 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 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 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 it in. 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 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 swallowing 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 about 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 too. She was treating it like an giant candy, fondling the lip with 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 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; again 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."