Archive of Our Own ^beta

Chapter Text

It was his favourite weather: pouring, heavy rain, dampening the violence and hatred of New York City and its denizens.

Despite Peter Parker’s cheerful disposition, the city was swallowing him. He had faced many powerful foes in the past decade, since the summer in which he lost Uncle Ben. Throughout it all, he had always held onto the meaning of responsibility and that led him to overcome all of the threats that he had faced thus far. By trusting in others, and by trusting in his ability - no, his responsibility - to save others, no villain had yet bested him. Not the Vulture’s razor sharp wings and agile flight, the Scorpion’s deadly toxins, or even the vengeful Mister Negative and his spiritual powers.

Along the way, he even made allies, like the younger and more energetic Miles Morales, who has saved the city his own fair share of times. Regardless of his achievements, doubt crept up within Peter. He lost both of his friends, Martin Li and Otto Octavius, to their desire for revenge and hatred of Norman Osborn. Despite all his efforts, he has yet to rehabilitate a single criminal. Every supervillain he beats simply comes back with even more of a passionate hatred for him. Was this really the way he was supposed to go? Just continue beating them, until he or they die? Was rehabilitation even possible?

Even though he did not wish to travel the city by foot, as seeing the destruction up close was simply too much to bear, Peter still liked surveying the city by foot at times to keep himself grounded. He, too, is a denizen of New York City just trying to survive and get by. Rent has gone up and work is diminishing, even for a smart scientist such as Peter. It seems that every work opportunity Peter spots, every opportunity that he believes will make a genuine difference, goes up in smoke or loses funding from the city. If Peter were going to continue sustaining himself, he needed to make money fast, but he wasn’t willing to ask anyone for help. Miles is still a young high school student soon to apply for college, and Mary Jane broke up with Peter half a year ago. It was time for him to look for something, but he didn’t know what, so he simply walked through the city aimlessly.

Though the rainfall was as heavy as Peter’s clouded mind, he couldn’t ignore the heavy thud and proceeding splash of water at his back. Startled, he pivots his leg and launches himself into a flip, taking himself over twenty paces away from whatever triggered his spider senses, and landing in a fighting position facing the threat. However, instead of seeing any kind of person or humanoid at all, he only saw a black clump sitting in the rain at the spot he had jumped away from.

Peter slowly and cautiously approached it, rain still beating down as hard as ever, and no people in sight walking by or with the care to witness anything in the heavy downfall. He stood a few paces away from the clump, still unsure on what it was and how it had gotten there. Perhaps out of ill-advised curiosity, or a lack of care for what happened to him, Peter began to reach his hand out to the mass. He pulled in one leg, placing the other in front of him in order to give him the reach to kneel and still keep a fair distance away from what he was coaxing.

Much to his surprise, Peter witnessed the clump move, almost as if to meet his touch. He had never seen anything like it, and in turn, his curiosity was sharpened to a point which intended to pierce his own questions. The clump was black and gooey, almost like it was alive, which was also supported by its attempt to reach Peter.

He put his hand on the ground and let it crawl towards it, witnessing it latch a large black tentacle forward and onto his finger. The organism pulled itself fully onto his hand, and it was at this moment Peter noticed how strangely tough the material was despite having a slimy texture. How was it possible for something that felt so smooth and weak to be seemingly impenetrable?

The thought scared him as it pulled itself further up his arm, enveloping his clothes and his torso, and then the rest of his limbs. Though it didn’t feel like it was swallowing him, more that it was merging with him. How could it even do that? Was it fusing itself into his body at a molecular level? Was it grafting itself into his flesh? Regardless, he didn’t feel any lack of control - it felt like it was simply adding a layer of protection, like a suit.

Finally, the black substance covered his face - giving him a mask. Peter ran to the nearest glass window on the street, home to a store that was shut for the week. He looked at his reflection, and gasped. The substance had not only given him a suit, it copied his signature spider logo, a white spider with long legs covering his torso, like it was being swallowed by the black substance.

This new suit, this black suit: it had come to help him.

Chapter Text

Spider-Man looked down at the suit, holding his arms out in fascination as he investigated it. It was extremely smooth and soft, but strong and sturdy. He couldn’t help but think it was some kind of divine intervention, like a god heard his struggles and dropped this through the clouds to solve them. Although he was already enamored with it, he needed to see the suit in action. For a second, he wasn’t sure how he was going to get anywhere. He doesn’t have his web shooters in this thing, but can he climb walls still?

Spider-Man reached up to a wall in order to clasp his palm onto it, but at that moment, a thin black line shot from his wrist, pulling him upwards at a rapid pace as he held on. What the hell was this? Did the suit know what he was thinking and activate its own webbing? How could it do that with no source to pull from?

As he barreled upwards to the roof of the building, a massive black tendril flung out of his side and attached itself to the wall, pushing Spider-Man up onto the roof and then pulling itself back into the suit as he steadied himself. He looked down, and he was on the edge of a rooftop without doing any work of his own. Was the suit showing him exactly what it could do? It was already more advanced than any other suit he had ever developed. Ten years of being Spider-Man, but the most powerful suit he has ever acquired just fell into his lap.

Spider-Man's mind started racing with possibilities. With this kind of power, he could face any enemy that threatens the city - he could save so many people. Without it, he would just be the same weak Peter Parker. The one that couldn’t save Uncle Ben. The one who couldn’t save Otto or Martin. The one who led himself to the misery he has found himself in.

Invigorated, he held out an arm and let a black web flow from his wrist, flinging onto the billboard he had aimed it at. He pulled himself forward, and bounded further and higher than he has ever been able to from a web zip before. Almost pulling himself above the cityscape, the people below practically disappeared, fading out of view while this new suit took him to unforeseen heights.

This feeling was almost like when he first got his powers and figured out how to make the webbing he has used for all these years, flying into the sky and feeling like he was on top of the world. He was near the Empire State Building, so he reached his arm out and connected another black web. The gooey substance attached with rigidity as it hit the tip of the tower, allowing him to pull himself around and slingshot into the air, flying across the city at a faster pace than ever before.

“WAAAAAHOOOOOOOO!” Spider-Man yelled, tourists standing at the top of the Empire State watching in confusion. He entered a dive, and as he was soon to break his fall with another web to swing him forward, he heard a police radio in his ear. Did the suit put his earbud in and connect him to their line? He normally does that on patrols throughout the city, but he never put the earbud back in himself. Perhaps selfishly, he wanted to ignore fighting the city for some time.

Though, with his newfound power, he was both excited to stop evildoers once again and also to test it out. He figured he should go. After all, the suit wants to help.

It was a break-in at an apartment building, thugs on a roof looking to steal some valuables from a fat cat’s suite. This was a cakewalk for Spider-Man regularly, but with this suit he should barely even need to look at them.

Spider-Man landed on the side of a building, holding onto the wall with one hand and peaking around the side, spotting the thugs breaking in. He could hear them plainly, perhaps even better than before. Was this suit also enhancing all of Peter’s regular senses? When he got his powers, his senses had already improved greatly.

“Hey, cut it out. We gotta take this shit seriously, man. The spider could rock up at any point and then none of us get anything but a kick in the head.”

“Give me a break, Wallace. If you think this shit is so easy to crack with a lockpick, then you fucking do it.”

“If you don’t get down and do it in the next couple minutes, I might need to crack you with a whip, you dolt.”

Spider-Man shook his head, reaching out his free hand to pull himself towards the building. He landed on the rooftop with a heavy thud and a splash of water dispersing around him. The thugs looked up and were shocked.

“Spider-Man? Here? What the hell, I thought you said he was taking a break from the city?”

One of the other thugs shook their head and gestured towards the black suit.

“Spider-Man? Are we so sure? What the hell is that suit? The real Spider-Man wouldn’t wear something like that.”

“What does it matter who the fuck he is? Spider-Man or not, that guy is here to stop us! Fight back!”

All of the thugs nodded their heads, holding weapons in their hands. Some of them had baseball bats, knives, metal pipes and one of them even held a gun, though seemed nervous to use it.

“Please, guys, I’m not here to ruin the fun. The party travels with me.”

Spider-Man pushed one of his legs off the ground, a tendril boosting him high up into the air. He performed a flip and then reached one of his arms in the direction of one of the goons, as another tendril emerged from it and consumed his hand. Extending itself down and towards the thug, it pushed him down into the ground and left him stunned and his baseball bat rolling on the ground.

The rest of the group looked terrified. What had they just seen? What was that power? Was that even human? As the thoughts went racing through their minds, Spider-Man landed behind one of the knife wielders.

“Did your mother never tell you not to point sharp objects at people? Come on, man.” He used a web to yank the knife out of his hand, sending it flying over the side of the roof with another web blast barreling towards it and sticking it to the side of a building across the street.

Spider-Man sweeped one leg into the thug in front of him, sending him to the ground, and then punched him in the stomach. He kept unleashing a few punches, before he could confirm he was knocked out.

One of the other thugs tried to sneak behind him, but he was too quick. His senses alerted him, and he jumped up and onto the thug's shoulders, sending his arms flailing to pull him off.

“Augh! What the fuck? Get off of me, you freak!”

“Come on, where’s your manners? I was just looking for a ride.” Spider-Man quipped, before gripping his neck with his legs, sending the man flying as he flipped and landed on the ground. The thug landed on the ground and slid across the hard concrete flooring of the rooftop.

“Well, you guys aren’t putting up much of a fight. But I guess this suit doesn’t allow for it, either…”

Spider-Man trailed off, but then his spider senses reacted - the sound of a cylinder firing was too loud and threatening for his senses to ignore them usually. But it was too late for him to move out of the way. He turned to face it, but the bullet was barreling towards his face. Even though everything seemed like it was in slow motion, he was shocked. Too stunned to move. Was this it? Could he really die here?

The bullet was about to hit his head, and Spider-Man knew that it was too late to circumvent it. He was dead. He closed his eyes, waiting for the pain - waiting for his death.

Nothing happened. He was still standing there, or at least he thought he was. Nothing seemed to have changed. What happened to the bullet? He opened his eyes, and realised that the suit had extended a tendril - capturing the bullet in front of his face. It held it in place even as he realised, tutting under his breath and then feeling rage. Did this pathetic thug, this bottom feeding criminal, really think they could kill him at that moment?

“Oh buddy, you’re in for a world of hurt now, aren’t you?” Spider-Man narrowed his eyes and stared down the thug. Sweat dripped down his forehead as he threw the gun across the side of the rooftop, holding his hands up.

“Please, don’t hurt me! I just went along with it because I needed the cash! They convinced me to do it, I swear!”

Spider-Man thought for a moment. Then he heard a booming voice. It pierced his mind and infiltrated his thoughts, making him think it was god revealing itself. However godless the words appeared, he could not ignore them.

“Make. Him. Pay.”

Spider-Man took control of the tendril that was still holding the bullet, spinning it in place and sending it into an intense speed. The tendrils were acting as a pistol - sending the bullet with such ferocity that it flew into the thugs right leg. He screamed in pain as he crumpled down to the ground, holding his leg with both hands. Spider-Man pulled the thug with a web, reeling him in like a fish - prey to be consumed.

“You want to try killing me? I can’t die, especially not to scum like you. Scum that does nothing but spread the pain of this city. Scum like you who killed my uncle.” Spider-Man was about to reach down to hold the thug up with his hand, but a tendril of the suit reached out instead. It slithered around his throat, strengthening its grip as he yelled and struggled. The thug was a breath away from Spider-Man's face, as the tendril held him in front of Spider-Man.

“Pl-please. You-you’re, not-, like, this!”
Spider-Man shrugged, letting the suit continue.
“Now I am.”
He reached his arm back to punch the thug in the face, ready to end a life he saw as pathetic and conducive to the suffering of the city and his own life. A life not worth saving.

As Spider-Man went to unleash the blow, his arm wouldn’t fall. He couldn’t move it forward, or back, or down. It was stuck in place, unable to strike.

“Come on, Spidey. You know how this goes.”

The voice struck him like he had been punched himself. His thoughts immediately went to the most likely answer - he knew exactly who his own assailant was. He knew that voice. He knew who would stop him.

It was the black and white cat.

Chapter Text

“Oh, sweet spider. Let the cat play with you for a little, why don’t you?”

Spider-Man was stunned, untensing his arm. “Black Cat. Good to see you.” The words came through gritted teeth, clear frustration in them. She pulled her whip away and placed it on her hip, before jumping down from the building she was perched on and onto the same rooftop Spider-Man was on. The thugs were laid across it, thwarted and ready to go to prison.

He pulled the tendril away, letting the thug fall to his feet, knocked out from both the asphyxiation and the shock.

“Well, didn’t know you’d be rocking up in the black suit. I should have brought my gown, huh spidey?”

Spider-Man looked away, standing still with his fists clenched at his sides. Black Cat took a finger across his shoulder and down his arm, and then back up to his shoulder again. She continued to trace to his neck and then his back, before pulling away entirely.

“That is quite the suit, Pete…don’t think you have some explaining to do?”

“What explanation could I possibly give?”

“Well, a satisfying one, hopefully. But you haven’t satisfied me in quite some time, Spider.”

“That’s behind us…”

“Oh dear, you really are only thinking of one thing, aren’t you?”

Spider-Man went to respond, but decided against it. He knew how this went, how she toyed with him. He would be uncomfortable with all her playful words and innuendos until he just wasn’t, and that is the position he is trying to avoid.

“I’m just going to go. Good seeing you again Felicia, but the city needs me.”

“Oh calm this teenage angst, Pete. The city can wait. Plus, I’m not sure if this is what the city needs.” She remarks, bending over to check the pulse of the thug in front of them. “He is alive, by the way.”

“What do you even want me to wait for? Some classic betrayal filet mignon? With a side of heartbreak soup?”

“Well, nice to know you care, isn’t it?” She stood up and walked in front of him, holding her arms up and bringing them behind his neck. She rested them on his shoulders and stretched them out.

“See? This seem like the actions of a traitor?”

“Felicia, you tried to plan a heist under my nose. You used me to get what you needed, and then left me behind.”

“I wrote you a note and told you where to find me. I’m not that heartless, Pete. You’re the one who decided you couldn’t forgive me.”

“How can I forgive knowing the person I was dating was deceiving me for a plan all along?”

“Because dating you was never a part of the plan.”

He rolled his eyes under his mask and then walked towards the side of the rooftop. It was stupid to think about now, but her suit hadn’t changed a bit. Black latex with streaks of white and a black eye mask. Her hair was still silver and smooth, flowing down her ponytail and draping across her back lightly. If there is one thing to be sure of, the Black Cat never changes.

She comes and stands at his side, propping her elbow up on his shoulder and leaning on him.

“Come back to my apartment. We can discuss…whatever that was, and whatever this is.” She says, draping her hand down his chest and tapping on it twice.

“Fine, but we’re not…”

“Why do you think we are?” She cut him off. “Tsk tsk, Spidey. Lacking innocence under that goody two-shoes exterior, aren’t you?”

He again went to respond, but kept silent. Black Cat took out her whip and shot it out at a fire escape on the building across, jumping off the roof and then swinging past it. Spider-Man groaned and mumbled under his breath about getting sucked in every time, but swung after her immediately.

They both arrive at Black Cats apartment, sneakily going through the rooftop. Felicia has her own suite at the top of a building, so they luckily didn’t have to focus too much on staying hidden from people as they entered.

They get inside and it is the exact same as it was before. A sleek, white and black design with scattered gold lining was along the apartments walls and floors. Peter always thought it looked tacky, but he wasn’t the one who supposedly grew up in wealth. As much as he didn’t love the design, Peter did love the furniture. The couches and her bed were always far more comfier than his at home. One of the legs on Peter’s double sized bed broke in half not long ago, and now he uses his old science textbooks to prop it up.

“Ah shoot, I should probably get changed…but I didn’t bring anything.” Peter groaned, trailing off as the suit began to move. It morphed and began materialising, and he watched in awe as it continued to move across his body. In almost an instant, he had a black tee with dark blue jeans, shoes and socks.

“Woah.” Felicia sounded as she started zipping down the back of her suit. “Gotta get me one of those.”

Peter jumped back and immediately turned around. “What the hell, why are you changing here? Go to your room, Felicia!”

“Oh sorry, I just thought it’s nothing you haven’t seen before, is all.”

“Hmph. Forbidden knowledge.” Peter snapped back.

Felicia hesitated a moment, and then sighed under her breath.

“Alright, have it your way. I’ll seal away the promised land for another day.” She walked over to her room and shut the door, as Peter shuffled over to the couch and laid down. He kicked off his shoes and socks. How was it even possible that the suit could materialise real clothes for him? There was still so much he didn’t know, but he at least knew that this suit was the real deal. It is just as advanced as he thought it was, if not more.

Peter was lost in thought when Felicia’s bedroom door opened. He saw her foot first, and then her leg as she stepped out into the room. Her hair was down, flicked over and to the right side of her head, but he noticed her shoulders were almost entirely bare. A satin, black night dress that draped down to just below her hips with only straps holding it up. He looked her up and down, from her silver hair to her pristine feet.

‘Well, crap,’ Peter thought, but the expression was all over his face.

“What is it, spider? See some fresh produce?”

“Oh come on, Felicia. We both know you could never be so desirable.” But his face betrayed him. Her smooth, milky skin that embodied a creature of the night overcame his thoughts. As much as Peter tried to act like her seduction annoyed him, he knew what she was like. Felicia wasn’t a bad person. Inconsiderate? Yes. Selfish? Yes. Yet Pete never got the feeling that she wanted to harm him - just that her tendencies led to that destination every time.

She walked over to Pete, laying across the couch from him and then stretched delicately. Peter could never shake just how much she has earned her name. If there’s anything that can describe her, it is the motions of a cat.

“So, what’s with the suit?”

“What about it?”

“Well let’s see, there’s uh…hmm…just about everything.”

“Well - what do you want to know?”

“What is it?”

“I don’t know.”

“You don’t know? How?”

“It fell out of the sky.”

Felicia tried to stifle her laugh and then shook her head, looking around and then back to Peter.

“The sky?”

“Yes, that is where it came from.”

“So that suit just fell out of the sky and you put it on?”

“Well, it would probably be more accurate to say it put me on…”

“Oh, so it assaulted you? Are you under duress? Is this Stockholm syndrome I’m seeing?”

“Nope. Just an itsy bitsy spider.” Peter tried to stifle his laughter at Felicia’s last remark, so it instead came out in a slight grin that he attempted to hide.

“You can laugh, Pete. There’s no one around.”

“You’re around.”

“Well it’s not contagious. You can’t give your laughter to me and then it leaves this room with us like a virus.”

“I’m worried about things other than viruses when it comes to you.”

“Woah, low blow, buddy. You’re the one wearing that gimp suit which fell from the sky. Who knows what kind of diseases that thing carries?”

“Sounds like someone I know.”

They both smiled, but only Felicia kept her gaze with Peter as he let his wander. She pulled her finger along the fabric of the couch, pulling her eyes down to it as she danced it across.

“So what can it do?”

“Well, I’m sure you saw all of it.”

“Did I? What I saw still needs explaining, you know.”

Peter leans forward, clasping his hands together and holding them on his thighs and breathes in deeply.

“Okay. It isn’t a suit - it’s closer to like, I don’t know, some kind of organism that can graft itself to my body. It has these tendrils, like the ones you saw, that I can control. But it also has a mind of its own and-”

As he was talking, Peter’s gaze was piercing a wall in front of him until he turned to see Felicia’s night dress straps had fallen down her shoulders. She had pulled her legs up onto the couch, up to her chest and was touching herself through her underwear.

“Wh-what, I don’t-”

Felicia looked at Peter, stopped touching herself and then sat up with her legs over one another. Her shins pointed towards him, she sat respectfully with her crotch covered.

“Go on then. Continue your story.”

“Huh? What was that about?”

“Oh, Pete, if you’re not gonna help I might as well help myself huh? It’s a hard world for a lonesome girl, you know.”

“If you think that I wou-”

“That you would fuck me?”

The words sat in the air for a dozen seconds, but it felt like hours in Peter’s head. He remained in absolute silence, until a tendril sprouted from his torso. It began to snake its way across the couch and towards Felicia, eventually wrapping itself up her leg. She changed her position, allowing it to slide across and around her crotch. The tentacle began to rub up and down, methodically applying enough pressure to pleasure her but not enough to burst through her panties.

“Pete…” she moaned softly, almost like butter was gliding through the air and pushing its way into Peter’s ears.

“I’m sorry, Felicia. I should have forgiven you.”

“Oh you sweet idiot, just shut up and fuck me.”

Chapter Text

Peter practically lunged across the couch, pulling Felicia in front of him as he leaned down to kiss her neck. Felicia’s eyes rolled back as she flung an arm up and behind her, gripping onto the soft leather of the couch. She continued to moan softly as Peter kissed around her neck, almost biting into her, just how she liked it.

She pulled both of her arms forward and began taking off Peter's shirt, but tendrils flung out of his back and pinned them above her. She was shocked and scared at first at how violently they emerged, but Peter’s look reassured her that she was safe in his hands.

“You can touch the merchandise later. Let me take control for now, Felicia.”

“You always did like taking away my accomplishments at the last moment. Maybe I should just let you take care of everything from now on.”

Peter grinned, pulling his shirt off and flinging it across the room. Then, his jeans. Now he was down to his underwear, still kissing Felicia’s neck and grinding his crotch against hers. He was hesitant to undress her, even if only because he didn’t want this moment to end.

“Oh, stop teasing and unwrap the good stuff.”

“I thought cats liked being groomed.”

“Well, I did try to groom myself, but we both know how that went.”

Peter takes the night dress she has on in both his hands, holding it just between her breasts and then ripping outwards. It immediately rips in two, fully shredding and revealing her body. She had medium sized, supple breasts, and a thin but curvy stomach that accentuated her hips. He ran his fingers up her stomach, around her belly button, and then took a firm grip of her right breast.

“I did like that dress, you know.”

“I didn’t. It got in the way.”

“I guess I do like you more though.” She playfully muttered, rolling her eyes upwards to indicate her joke. Peter began playing with her right breast, pulling it and slapping it. Groping it with a firm grip. Felicia continued her soft moaning, which only made Peter’s crotch grow even firmer.

He pulled down his underwear, finally revealing his cock. It was slim but long. At least six inches, Felicia always thought, though Peter never liked talking about it or measuring it. He pulled the last of Felicia’s ripped dress from around her arms and tossed it on the ground, and then reached down for her panties. Just as Peter was about to pull them down, he paused.

“What? Why’d you stop? Cat got your tongue?”

“I…don’t know. I just swear I heard something, like some kind of whispering.”
Peter listened for a few more moments. He knew if anyone was intruding he would be able to sense them before they could do anything, but he also wasn’t sure where that whispering could have possibly come from.

“Hey, eyes on me. Maybe you just need to relax.” Felicia pleaded.

“Well, eyes on you makes relaxing easy.” He remarks, pulling down her underwear finally. He brings them down and off of her ankles, revealing her soft and already dripping wet pussy. Peter pushes a finger in and massages her, rubbing back and forth as he fingers her slowly. He rubs her clit sensually with his thumb at the same time, and Felicia’s sweet soft moans continue to fill the room and his ears.

“Oh, fuck…Pete don’t stop…”

“I couldn’t if I wanted to.”

Moans continued to fill the room as he fingered her continuously, rubbing her pussy lips at the same time and making Felicia feel tingles all throughout her body. She missed this so much. Peter was such a selfless person, and that even came down to pleasuring his sexual partners. He was always too good at it, she thought.

While having the same thought, he stopped and immediately pushed his cock into her pussy. What the fuck? He doesn’t do this normally. Peter always pleasures her to near orgasm, and only then will he fuck her…what is going on?

“Pete? What are you doing?”

“What? I’m not supposed to fuck you?” He said, pushing his cock in and out as he started to feel tingles throughout his body.

“No, it’s just…this isn’t you, you know?”

“I’m allowed to switch it up, Felicia. Just enjoy the ride.” Peter remarked, before another tendril emerged from him. This tendril quickly moved and wrapped around Felicia’s mouth, stopping her from speaking and muffling her words. It wrapped around a few times, soft enough to not hurt her but sturdy enough to be impossible to speak through. She spoke a few times, only hearing mumbles coming through.

Felicia was a little scared, but then she realized how much she liked Peter taking the lead like this. He kept pummeling her pussy as the sounds of their skin slapping against each other filled the room. Her muffled moaning combined with the tendrils restraining her hands made her even more wet than she already was. Peter could tell she was enjoying it, as her face was relaxed like it usually is when they do this, so he continued what he was doing.

Each thrust of his cock into her pussy felt like a thousand men all at once. She couldn’t help but moan even louder the more he went on, almost becoming loud enough to be more than a whimper to the average person. As he continued to thrust, the tendril around her mouth began to push itself inside. She felt it slide across her tongue, into her throat and then methodically in and out. Felicia wasn’t the type of girl with a gag reflex, but in this moment she felt the thickness and ferocity of the tendril so closely that she couldn’t help but gag a little on it. Spittle pooled out of her mouth for a moment, down her chin and around her neck.

“It’s amazing, Felicia. I can feel it…I can feel your tongue on the tendril. It’s just like you’re sucking on my cock. I can’t believe it.”

She smiled a little through her intense oral experience, flicking her tongue up and around the tendril. Peter gasped and his breathing became more laboured, the satisfaction almost driving him to orgasm. He holds it in though, and keeps pummeling into Felicia’s pussy. But after seeing his reaction, Felicia can’t stop.

She begins sucking harder and faster on his cock, going up and down continuously as fast as she can. Pushing the tendril in further each time, and eventually deepthroating it. It goes down a few times before she gags, and it instinctively pulls back, before going back down her throat. Peter can feel the saliva dripping all over it, and how her soft wet mouth is pleasuring him through the tendril. He can’t hold onto it anymore, so he thrusts even harder and faster into Felicia. She begins rocking back and forth much harder, making a stuttered sound that’s mixed between a moan and simple grunting as she gets further penetrated.

Felicia feels all her thoughts leave her mind as she finally achieves orgasm, her cum mixing with Peter’s as he shoots his endless white load inside her pussy. He keeps thrusting but gets slower, as he stutters a groan in satisfaction and Felicia stutters her grunt mixed moan through her tendril gag, which is still resting on her tongue and acting as a gag.

“Well, that was certainly…unique.” Peter remarks through his heavy breathing. “Do you want to be let go?”

Felicia shakes her head no.

“Why not?”

Peter pulls the tendril out of her mouth..

“Fuck me again.”

“Again?”

“Come on, Spider. I know you can do it. That suit is giving you everything you need, all the energy and passion - I’ve seen it. Fuck me again, and fuck me harder.”

He hesitates, looking away for a moment, before looking back at Felicia.

“Well, how long have you got?” He quips, before flipping her over. Peter begins to rub Felicia’s ass, pushing his cock between her cheeks and up and down.

“Wait, what are yo-”
“Oh, shut up.” Peter remarks, pushing the tendril back around her mouth and inside. The tendril reaches further down her throat, fucking it faster and harder than before. She gags as her eyes roll back into her head, with Peter pushing his cock inside of her ass.

Felicia lets out a sharp scream - but he knows this is what she wants. He slaps her ass roughly, with a large reverberating sound of his palm hitting her cheek filling the apartment. Felicia’s eyes roll into the back of her head again.

“Fuck, this is good.” Felicia thought, but even that thought could barely be consumed before she was overcome by another surprise. A tentacle snaked its way down her body and pushed itself into her pussy, curling up inside and then going back and forth. She felt the sliminess of the tendril mixing with the wetness of her pussy. Her face was flushed as she was overwhelmed by the feeling, but she reveled in it.

At the same time, Felicia could feel the piercing pain of Peter’s cock in her ass. Lacking lubricant during anal was something she had never tried before, but also something she would only try with Peter. She made him feel so safe during their time together - it feels like he could do anything to her and she wouldn’t contest it.

Peter slapped Felicia’s ass again, and again. He kept slapping on alternating cheeks before they were slightly reddened, and then he reached down and began groping her tits, using them as handles to push his cock even further in. The tendrils in her pussy and mouth continued going back and forth, making her slobber and drip onto them. She couldn’t believe she was being pleasured in all these different ways at once, and Peter could still feel all of it.

Then, all at once, the tentacles pulled back. She was still restrained and gagged, but she was no longer being penetrated in either her pussy or ass.

Peter had sat back, slowly rubbing his cock back and forth. Then, the tentacles began moving Felicia. She couldn’t believe what she was seeing. All the tentacles were pulling her down the couch towards him, and then positioned her feet on his crotch. She was lying down with her feet now bound by the tendrils, and her arms behind her back, with the tendril in her mouth slightly pulled down.

“Jerk me off.”

“How? My hands are bound, babe.”

Peter held one hand out and then gripped one of Felicia’s feet, before placing it just next to his cock.

“Oh…”

“Yeah.”

“You never told me you were into that, sweetheart.”

“Don’t call me that. It makes you sound old.”
“Well, I’m sure having a foot fetish is the epitome of youth.” She remarked, then directed her feet around his cock. Her soles gently positioned around it, she began slowly rubbing up and down.

“Oh fuck…” Peter was pushing his head back into the couch, as Felicia let a small smile cross her face. To tease him, she began going faster, feeling his wet cock making her feet wet. There were slimy sounds being made by their natural lubrication, and Peter didn’t want any of it to end.

“Please don’t stop. Please just…don’t leave again.” He groaned, his head continued to push further back into the couch and his eyes pointed to the roof. Her feet were so soft and beautiful to him, he couldn’t control the urge to confess himself before her.

“Oh, babe. Don’t you remember, you were the one who left this on the table, when you could have had it jerking you off to completion.” She said in a soft, serious voice as she went as fast as she could with jerking his cock off, struggling to keep a grip on it as the wetness around her feet was immense.

“Worst mistake…I ever…made.” Peter’s final word ends with a grunt, close to completion. Felicia is about to jump up and take her mouth to his crotch, but the tendrils are already beating her to it, pushing her onto the floor and positioning her on her knees in front of Peter’s cock, with her hands and feet still bound.

As soon as she gets close enough, she takes his cock into her mouth, and feels his load. Felicia is ready for him to unleash into her mouth, but she didn’t anticipate the amount. Peter pushed his crotch upwards, reaching his hand up and holding her head down onto his cock, slightly running his hands through her silver hair.

The ejaculation begins, and ropes of cum fill her mouth. It shoots into and down her throat, and the roof of her mouth. Then she feels it all pooling in her cheeks and around her tongue. She wants to swallow it all, but Peter’s cock is still in her mouth and he won’t let go, so Felicia swallows as much as she can before some of it pools out and around his cock. She gags a little at the amount, before Peter finally pulls her off of him after what must have been at least a minute of swallowing cum.

“Oh, you missed some.” He teases, before pushing her onto his cock. She knows what she needs to do, and begins licking up all the cum that dripped out of her mouth. At this point, the taste of cum was intense, the smell filling her nostrils. But that cum was Peter’s, and she was obsessed with him. She continued to lick around his shaft and his balls, licking up every last bit of cum that he shot into her mouth.

Peter holds her up by her hair and looks intensely at her.
“Open wide.”
Felicia opens her mouth, making a sound like she’s at the dentists and showing she had swallowed all of the cum. There wasn’t any left.
“You’re such a little slut, Felicia.”
“Well, I’m not the one who had to fill all the holes…”
“How could I not, with such a wonderful specimen to make my own?”

Felicia thought for a moment, considering the whole experience, and then looked Peter deep into the eyes.

“Do you want to do this again?”
“Huh, what do you mean?”
She sat on the ground, still bound by the tendrils and nude, a complete mess, and began crying.

“Why are you crying? What’s wrong?” Peter was struck by the situation and retracted the tendrils, worried he had upset her.
“Was I too rough? Did I hurt you? Were you not comfortable with it?”

Felicia continued crying, before pulling herself up his legs and to his lips, kissing them softly. Peter was confused, but kissed back passionately.

“Why are you crying?” He asked again as they broke contact, still not receiving a response.

“Because I really fucking miss you.”
Peter’s heart fell in his chest, and he just nodded.
“I want to do this again.”

Felicia began crying even more, but then pulled herself into his arms, embracing him and holding his face before kissing it again. They laid there in silence, and Felicia simply uttered a soft “Thank you.”

Felicia had her favourite person back again. She wouldn’t let it be ruined this time. She wouldn’t hurt him again.

If she could help it.

Chapter Text

Golden light pierced its way through into the apartment suite and Peter’s crusty, tired eyes. Peter tried to hold his hand up to cover the reflection of sunlight entering his vision, when a tendril emerged from his shoulder, pulling itself up to his face and covering the light for him. After he could finally find the strength to fully open his eyes, he looked down to see Felicia still hugging his chest and thighs with her body. He smiled, and began patting her long silver hair.

“I usually think you aren’t this kind of person.” Peter says softly, not expecting Felicia to then wake up and respond to him.
“I usually believe that you aren’t the kind to sleep with your enemy.”
Peter sighed and continued running his hands through Felicia’s hair.
“You’re not an enemy. You’re just not really a friend either.”
“That’s a nice way of saying you see me as a sexual object.”
“Wait, I didn’t mean it lik-”
“I know, Pete.”

Felicia smiled genuinely towards Peter, placing her head on his thighs and then lying there. Their moment was interrupted when Peter got a call from his phone on the table. He reached forward and looked at the caller.

“Mary Jane Watson”.
Why was she calling him now? They haven’t spoken in six months, not since the-
“Pete, don’t pick it up.”
“Why?”

Felicia sighed and sat forward, waving her hand at him before getting up and walking away, clearly trying to hide her face as she went to her room and shut the door. Peter, still stunned, accepted the call and held the phone to his ear.

“Yello?” Peter wondered why he answered the phone like that.

“Hey, what’s going on?”

“What do you mean?” Peter started freaking out. Did MJ already know he was back with Felicia? How the hell did she know that? It’s been hours!

“I saw the news. In fact, everyone has seen it. What were you thinking?”

“What, everyone has seen it?” Peter started freaking out even more.

“Yes, everyone. I want an explanation.”

“Well, I just-, what do I even say?”

“The truth, Peter.”

“Okay, well, we met again on a rooftop yesterday and she wanted me to come back to her apartment. So I agreed and-”

“Woah, what the fuck? Gross Pete.”

“What do you mean? I thought you already knew?”

“I’m talking about the break-in. The one with the thug who nearly bled out? All the witnesses say Spider-Man attacked him with an “unseen ferocity” and that he is rocking a brand new all-black suit.”

“Oh, right, that.” Peter said, almost relieved. “Wait, the thug almost bled out?”

“Yes. He was left at the scene with a bullet in his leg. It hit an artery Pete. Did you fucking shoot him?”

“What? No, I didn’t shoot him. Since when do you think I use guns?” Peter argued, but he knew the truth. He was closer to using guns than he even wanted to admit.

“Listen, I don’t know what happened, but if you keep doing this I’ll never speak to you again.”

“Sure, fine.” Peter spat, anger spilling into his chest.

“Oh, so it’s fine?” MJ was ready to start her own war with the way Peter was going.

“No, it’s not, I just-, I don’t know where any of this is coming from.”

“It’s coming from a place of love. I don’t want you to become a different person.”

Peter stared at the wall in front of him for a few moments before uttering his response.

“Okay. I won’t.”

“You promise?”

“I promise.”

MJ paused for a moment, and Peter wasn’t sure if she truly believed him. She knew better than anyone what kind of person he was, so surely she wouldn’t think he would change, right?

“Okay then. See you later.”

With that, MJ hung up and the confrontation ended.

Almost as if listening to the entire conversation, Felicia left her room immediately in a pair of jeans and a black crop top, turning on the stove and placing a pan on top of it.

Peter rushed over to hold Felicia in his hands, feeling down her hips, but she pushed away.

“I’m sorry. I didn’t want to just ignore her.”

“Listen, it’s fine. We’re both adults, right? I just-, I don’t know.”
“You don’t know?”
“Yeah, I don’t.”
“Felicia, it’s not like that.”
“I know. But are we like that?”

“You know, you never act like this. Can’t imagine the elusive Black Cat being jealous.”
Peter chuckled a little and she hit him on the stomach.

“Ow.” He groaned, holding his side.
“Yeah, cats can smack hard, Pete.”
He chuckled again, feeling her up and down as she made them both breakfast.

They sat down to eat at the table, both right next to each other as Peter wondered.

“What’s on the menu for today?” He asked.
“Today? I was thinking we could go have some fun out in the city.”
“Fun?”
“Yeah. Fun.”

Peter had put a piece of bacon from the plate into his mouth and began chewing, politely keeping his mouth shut until he was almost done.

“Your kind of fun is usually not my idea of fun.”

“Well, relationships are all about sharing aren’t they?”

“I suppose.” Peter grimaced, continuing to eat his bacon, eggs and sausages. After finishing, he couldn’t help but unleash a large belch.

“Christ, Peter. Always scares me when you do that.”
“Well.” Peter began, swallowing deeply. “I think it might have been half a year since I last had a breakfast like that.”
“I guess it might be time to tell you my plans for today, but first we have to clear the table.”

Startled, tendrils start pouring out of Peter. Both Felicia and Peter are taken aback, as the tendrils pour themselves across the table. Picking up all the cutlery, dishes and decorations adorning the tabletop and extending to place them neatly in the dishwasher and onto the countertop behind them.

Once the tendrils finished, they all retracted into Peter again.

“Woah, involuntary tentacles. That’s hot, Pete.”
“Yeah, yeah, just give me the plan.”
“Okay, so look at this.”

Felicia pulls a folded map out of her pocket and lays it on the table.

“Okay, so see here, on 21st street?”
“Yeah, what about it?”
“So there’s a diner here.” Felicia circles two spots on the map. “An auto repair shop is down the street, here. Basically, I think something fishy is going on between the two.”
“What do you mean?” Felicia takes a deep breath, and then begins explaining.

“Well, the auto repair shop has a truck that goes only down the street and behind the diner. Then they bring in a few wooden crates, unload the contents, and then put the crates back in the truck. But when they unload the contents, I never get to see what is inside.”

“Well, I don’t know what a diner could possibly benefit from trading with an auto repair shop.”

“Exactly. That’s not the only thing - I have never seen the contents from the crate. Not what they unload at the diner, and not what they load into it.”

“Well, how do you know the crates are being loaded at the diner?”

“Because when the crew brings them out back into the truck, they’re never carrying a lighter load.”

“That doesn’t prove it.”

“So, you think this is all just above board then, Pete?”

Peter shrugs his head and paces around the table, staring at the map again.

“What are we doing then?”

“Well, if it’s criminal activity, we can put a stop to it and then report them to the cops.”

“But I already know you’re not going to do that, you’re just suggesting it to make me happy.”

“Well, of course not. What I want to do is obtain whatever they’re trading, and take it for ourselves. Sell it to the highest bidder.”

Peter paces again. He was really strapped for cash, and he knew he needed this if he was going to have any sense of independence. He preferred doing things legally, but he was desperate and tired of waiting for something good to pop up. At the same time, does it really matter if they’re deriving criminals from some business?

“Fine. I’m in.”

Felicia was surprised, her face lit up with excitement and clear appreciation, or perhaps even admiration, of Peter.

“Meow.” She sounded, holding one hand up and curling it like a paw at him.

“Don’t get too used to it.” He shot out quickly. “You’re still the enemy, after all.” He said with a grin.

“Okay, so every week at the same time they do the tradeoff. Tonight is the next tradeoff.”

“Well, let’s crack the secret then.” Peter took Felicia into his arms and began embracing, feeling her hips and back and then her shoulders.

The plan was set. The Spider and the Cat would interrupt the criminal gathering tonight, and figure out exactly what they were trading.

Even though Peter was on board, he had a bad feeling about this. If they’re trading it in the dead of night, then whatever they’re trading must be dangerous, right?

Maybe he was just paranoid. Surely there was nothing to worry about. After all, Felicia wouldn’t do all of that today just to lead him astray.

Felicia never wanted to hurt him.

Chapter Text

Black Cat and Spider-Man sat perched on a rooftop at 21st Street, both waiting for the alleged criminals to emerge from the auto repair shop.

“You know, I like that we match colours now.” Black Cat proclaims.
“Ah, so you would never rock the red and blue?”
“No, sweetie. I’m not interested in playing the hero.”

Spider-Man scoffed, turning his attention back to the shop, as he saw a truck emerge from the garage.
“Is that it, Cat?”
She turned her attention to the shop and squinted her eyes.
“Yeah, that’s it. They’re our mark.”
“Alright then, let’s make some money.”

Spider-Man extended an arm and a web subsequently flew from his wrist, gripping onto it tightly.
He stood up, held his arm out to Black Cat and beckoned her.

“Come on, just like old times.”
“So romantic, Spider. Just be careful with the turbulence. You know I hate disruptions to the flight.”
Spider-Man takes Black Cat onto his back, as she wraps her arms around his neck. He jumps off the building, pulling himself up on the rope and then releasing. He swiftly releases a new web, leaving black strands in his path as he shifts from web to web.

Finally, they see a rooftop just across the street from the diner. Spider-Man zips towards it, bending his knees as he lands and then straightening up. Black Cat pulls herself off slowly, standing up behind him and then walking to the edge of the roof.

“They didn’t see us, right?”
“Well, your swinging kept us off the main path pretty well. That suit seems to let you travel further from a single bound. It’s impressive.”
“Yeah, you’re not getting it no matter how much you flatter me, Cat.”
“Oh please, I don’t need fancy toys to get a job done.”
“Maybe that’s because you let everyone else do the job for you.” Spider-Man remarked under his breath.
“Always better to let the drip come your way than to be the one to send it.”

The truck pulls up to the diner, backing into a wide alleyway and then stopping. A couple men get out from the back and begin unloading wooden crates, proceeding to then transport them into the diner.

“That’s it then. We need to get down there.” Spider-Man held his arm out and another web shot out, connecting it to a wall above the alleyway. He grabbed the other end and crouched down, placing it on the edge of the rooftop and hitting it with a web blast to ensure it stayed in place.

“Let’s go, Felicia.”
“This’ll be easy. I did trapeze at the circus.”
Spider-Man steps on and starts balancing on the web line, before stopping for a moment.
“You did trapeze? At a circus? I guess you have always been a freak.”
“I was kidding, idiot. I practiced trapeze in order to be the Black Cat.”
“Hmm. I guess the hips don’t lie.” Spider-Man remarked.
“Yeah, sure Shakira.” Black Cat quipped.

They were above the alleyway, the crates still being transported inside. They could now hear the mens conversations clearly as they carried out the job.

“This payout will be a real boon. I heard the boss was really anticipating this shipment.”
“Hey, cut it out man. We gotta focus on the job at hand before we get our money.”

Spider-Man was impatient. They’ve already brought the goods to them, so they should act fast before it’s too late. He reached a hand down, aiming it at one of the thugs, immediately unleashing a web and pulling the thug up to his level. He unleashed a few web blasts at the thug, keeping him attached to the wall in front of them.

“Hey! It’s the spider! Get him!”

Black Cat looked shocked as she looked the thug on the wall in front of them up and down.

“Hey, spider, our goddamn cover?”
“We can’t let this opportunity go.” Spider-Man responded, jumping down to meet the thugs as soon as finishing his sentence.

He hit the ground with a thud, standing up calmly as he was in front of one of the thugs. He shook with a terrified expression across his face, immediately taking a hand and pulling it back. As the thug tried to make his punch land, Spider-Man grabbed him by his wrist. He punched him in the stomach, before smacking him across the head with his other fist.

Another thug came out from the building, holding a rifle. He pointed it at Spider-Man, unleashing bullets. He already knew how this went, holding up his hand and letting tendrils make a shield in front of him. The thug continued unloading, but then panicked as he heard the gun click, click, click. No matter how much he frantically pressed down on the trigger, the magazine was empty.

“I thought you guys would be smarter than this.” Spider-Man muttered, reaching the thug and then gripping his neck between his fingers. He slammed the thug against the wall, immediately dropping him and then kicking him aside.

He could hear at least one more thug in the building, so he walked in and looked around. The room he entered was long and spanned with sturdy metal racks going up to the low ceiling. It was a big enough room that the thug could be hiding inside, so Spider-Man began walking through slowly and investigating the room intensely. He could see the racks were filled with cardboard boxes, but couldn’t see any marking on them to indicate the contents.

As he was distracted by the room's contents, a thug turned around the corner with a baseball bat. He hit Spider-Man directly in the back, but it didn’t make him move an inch. The thug's face was filled with shock as Spider-Man turned to face him, his eyes narrowing with an intense feeling of anger present in it to the thug.

He immediately grabbed the thug's neck, pulling him up against a metal rack and then slamming him against it. Hard enough to hurt badly, but not hard enough to knock him out.

“I come all this way, and this is the greeting I get? Come on, buddy. Tell me what these goods are.”
“I-, I can’t.” The thug stammers. “I don’t know.”
“What do you mean you don’t know? Quit lying or I’ll make it hurt.”
“I mean, it’s all antique statues…there’s not much worth in there at all.”
“You’re lying.”
“I swear! I’m telling the truth! Please don’t hurt me!”

Spider-Man narrowed his eyes again, growling and then throwing the thug against a different rack.
“Woah, sorry to intrude.” Black Cat was standing at the doorway, brushing her knees off.

Spider-Man sighed and then began opening one of the cardboard boxes. He moved some packing paper out of the way, and then pulled one of the contents out. The thug wasn’t lying. It was an antique statue, but not one that was worth much. Maybe a few dozen dollars if they were lucky, but with this amount, it was at least worth selling.

“So, whatcha find Spidey?” Black Cat asked, as Spider-Man handed her the box.
“Your info was bad.”
“What? No it wasn’t. They must have an insane amount of valuables here. Illegal stuff!”
“Well, all I see are some cheap antiques.”

Black Cat investigated the contents of the box herself, but he was right. If this was all they were smuggling, then why do it in the first place?

“Damn. This was a total waste of time.”
“Guess we call the cops then?”

A mysterious voice came out from the doorway, shocking both Black Cat and Spider-Man, making them turn to face it.

“Or a different Spider-Man.”

No, it couldn’t be, not here and not now.

Not Miles.

Chapter Text

“So, what are you two doing here?”

Peter looked Miles up and down, investigating his black and red suit almost as if he hadn’t seen it a million times before, while Miles did the same as he investigated his black suit.

“Black doesn’t look good on you, OG Spider-Man.” Miles comments.
“Looks great on you.” Peter remarks.
“So what are you doing here? Bad guys to thwart? Illegal goods to report?”
“Miles, there’s nothing illegal here.”
“Well, I already know there is. Did you look everywhere?” Miles questioned.
“No, but what we thought was illegal was just - antiques.”

For the first time, Miles looks over to Black Cat and acknowledges her presence.

“You know, I can’t remember the last time you could trust her.”
“She’s with me, Miles.”
“Is she? This why you were ignoring patrols for a whole week?”
“No, I just…had things to deal with.”

Miles walked closer, putting his hand on Peter’s shoulder.

“You can come to me with anything, you know. I got your back on patrols. But just talk to me, okay? We’re a team. Hard to be Spider-Men if we don’t work together.”

Peter stared Miles in the eyes, not breaking his gaze at all.

“Sure. Whatever.”
“Whatever? What’s wrong?” Miles asked.
“Nothing, it’s just that you’re in the way.”
“Of what?”
“My job.”

Miles shrugged and walked a bit further away from Peter.

“Your job is my job. I’ll help you as much as I can, wherever I can.”
“You can’t help with this, Miles.”

The air grew stale, the tension building as Peter’s eyes narrowed again.

“Pete, what’s the problem? I’m just trying to be a good friend.”
“You’re annoying me. You’ve always annoyed me. You think because you’re the younger, more athletic Spider-Man, that you can just barge into any situation and come out on top? Come on, kid. You’re a poor excuse for a hero.”

Miles was taken aback, simply staring at Peter. Even Black Cat felt like she was no longer in her clothes, exposed to the same stale air that was filling the room.

“Pete, he didn’t do anything wrong.” Black Cat tried to defuse the situation.

“You, Miles, think you can take care of the city on your own. You think you’re the righteous, attentive Spider-Man and that I’m the deadbeat, neglectful father.”
Peter took a few paces towards Miles, standing so close to him that he could practically feel his breath.
“You’re weak.”

Miles simply stared Peter down, not wanting to start a conflict.

“Pete, I don’t know where that’s coming from but this isn’t you. You wouldn-”
“Wouldn’t what? Fight you right here?”
“No. Not the Pete I know.”

Peter immediately flung his fist forward, sending Miles flying into the metal rack behind him. The rack fell on top of him as he slumped towards the ground, boxes falling and antiques breaking onto the floor.

“Peter! What the hell, stop this!” Black Cat pleaded, but she couldn’t stop him. He wasn’t going to let this go.

Miles was rising from the ground, taking a battle stance that was weak and out of balance. He shifted his feet, planting them as he took a look at Peter.

“Pete, stop. I’m not going to fight you.” Miles bargained.
“Then you’re going to be dust by the end of this.”

Miles charged up his fist, lunging at Peter, but he dodged at the last moment. Miles went flying into another metal rack, and the boxes continued to fall with it. He turned around and immediately went to swing at Peter, but none of his hits were connecting. He continued to swiftly punch at him, but he was still dodging every single hit within this cramped room.

In the mess, Miles kept knocking over more racks and Peter was pulling them down to keep Miles from getting to him. Though, Peter was mostly toying with Miles. He knew he could beat him easily, but he wanted to play with his food first.

“You’re such a disappointment, Miles.” Peter tormented him.
“You’re the one who mentored me, Pete.” Miles retorted, going invisible. Although he had enhanced senses, Peter still couldn’t detect him through his invisibility. He looked around frantically and tried to sense any kind of disturbance within the room, but came up with nothing.

Just as he was sure Miles had simply run away, he got a spider sense tingle. He tried to jump, but it wasn’t enough to get out of the way. Peter turned to spot Miles on the roof, as he had punched Peter with his bioelectricity and sent him flying. Peter went through some racks and through the wall behind him.

He emerged on the outside, in the alleyway. He was lying on the concrete outside, shaking his head as he cleared debris from his suit and held a hand to his skull to ensure it was all there. The suit did a good job of bracing the impact, but Peter was still down in the fight.

Miles stepped out, cracking his knuckles.

“Hurts, doesn’t it Pete?”
“Don’t test me Miles.” Peter responded, pulling himself up and tensing his shoulders. He stood with his fists at his side, ready to take an attack but not putting up his arms.

“Where did you even get the info? Cat and I were the only ones who knew.”
“Where do you think, doofus? MJ is the best reporter you know.”

MJ? Did she follow them, and then call Miles to check on them?

“Oh, so she doesn’t trust me to do the right thing anymore, is that it?”
“You went wild the other day. We need the hero you’ve always been, not the villain you think you can be.”

Those words sent Peter into a rage. He unleashed a long, monstrous tendril from his arm, pulling it out almost like a sword, and then sweeping it over towards Miles. Miles dodged underneath it, but the tendril came back for his legs and he had to jump over it. As Miles was jumping, Peter sourced another tendril from his left arm to meet Miles in the air. Miles grabbed onto it and used it to springboard onto the wall behind him, running up and away from Peter.

“Oh Miles, down comes the rain for the water spout.”
Peter sent one of his tendrils towards Miles again, this time grabbing his right leg and then yanking him down. Miles began to fall, frantically trying to web zip upwards, but when he reached his hand out and released a web, the line broke with his momentum as he fell.

Miles hit the ground with an enormous thud. His body was aching, and he was only steps away from Peter.

Peter stomped over to Miles, each step sounding like it was piercing his skull. Miles began to scatter his limbs, frantically pushing back against the concrete underneath him. He almost made it to the wall, before Peter knelt down at his side and strengthened his arms grip around Miles’ neck.

“Pete, this-, isn’t…you!”
“Who are you to say what I am? The road ends here, Miles. I’ll be the only hero this city needs.”

Just at that moment, a large clanging sound begins. Peter immediately lets go, his hands pulled to his head as the sound sent him into a desperate fury. The pain, it was too much - he felt like he was being ripped apart. This sound, this sound that kept ringing, and ringing - it was excruciating.

Miles sits up a little, looking towards the location of the sound, spotting it about ten paces behind Peter. It was Black Cat, holding a metal pan in one hand and smacking it with a metal rod that was gripped tightly by her other arm. She was furiously smashing them together, making an unpleasant sound for Miles, but a cacophony that was practically killing Peter.

“Felicia, stop! Don’t kill him!”
“If I intended to kill him, I wouldn’t be doing this.”
“What? The hell does that mean?”
“No time to explain, just run Miles! Get out of here! I’ll bring him to his senses.”

Miles took the warning seriously, after seeing what this new suit was capable of. He swung up and around the corner of a building down the street, totally disappearing from view.

The suit was reacting to the sound - almost like it was piercing the thick exterior. Tendrils writhed, an unbelievable number, all sprouting from Peter’s torso like it was crying out in pain. A soft, indescribable whisper was along with them. The suit was hectic - it couldn’t handle the sound in any way.

Black Cat stops, still holding the pan in her hand. The suit calmed, all tendrils slowly pulling themselves back in as Peter fell to the floor on his knees. He held his head in his hands, with some level of sobering occurring as he stood there with the biggest headache possible.

“He’s your team member, Pete. You don’t kill, and especially not him.”
“You know what he’s like…”
“I know what he’s like? I know that kid busts his ass out here in this city, cleaning it up to make your life easier. I know he’s a good ally. I know you care about him. So what the hell was that about?”

Peter went from on his knees to sitting down on the ground, sprawling his legs out as he pushed his arms on top of his knees, hands laying limp.

“You know, there was this guy. This mentor I had. He was such a kind soul. At every moment, he urged me to do the best for me or the people around me. I listened to him, except for when it came to me. I couldn’t afford myself the benefit of relaxing the way he wanted me to. He kept telling me that we would change the world, that my young mind was there to make a difference.”

Peter sighed deeply, knowing what came next. Black Cat was still standing behind him, watching, waiting for his next sentence.

“Well, one thing went to another. I worshipped the ground he walked on, understanding that he was just a man doing his best - the best kind of person any of us could ask for. We proceeded with some science experiments, continuing to build our dream. The world changing technology we knew we could make.”

Peter took his hands down to the ground and began rubbing the concrete, finding holes in the rock where he could dig his fingers in and fiddle with the broken pieces.

“Next I knew, the experiments went wrong. His psyche shifts. Something in one of the experiments triggered deep hatred, deep anger, as the technology we developed together fused to his mind.”

Peter looked back at Black Cat, a grim look under his mask as his eyes narrowed.

“That was Otto Octavius.”

Felicia was shocked. She knew of his battle with Doctor Octopus, but she had no idea he was his mentor. That they had built his mechanical arms together, that Peter constructed the thing that changed him.

“You see, Felicia. Everything I touch will soon morph into the thing I fear the most. Whether my intentions are good or not.”
“Pete, I didn’t kn-”
“How could you? Only MJ and Miles know. I couldn’t tell anyone else. It’s one of my greatest failures.”

Those words hung in the air for two dozen seconds. Black Cat walked over to Peter, then sitting at his side, dropping the pan and rod on the ground to hold his shoulders as she pushed her head into his chest.

“You’re not at fault, Pete. You did what you thought was right - and you put an end to his destruction.”
“Well, I still can’t seem to find an end for yours.”

They both chuckled, perhaps weakly and with little confidence, but they still found a way to laugh at the situation.

“Don’t hurt anyone again, Peter. This really isn’t you. You don’t fight people you love, for any reason. Not until they make you.”

Peter nodded in agreement, but he just wanted the pain to stop. They got up, and Peter decided to swing away with Felicia, leaving the business and crime scene behind.

Realistically, he still felt anguish and grief. His anger was not quelled, simply lessened, and he had to hide those feelings or face losing Felicia. Miles was still a threat - he now had seen the power of the black suit, and if he went and talked to MJ, they were both possibly in danger.

But a niggling feeling hit Peter’s mind. One of distrust and uncertainty. A question that couldn’t be answered reasonably no matter where his mind went. Peter stared at Black Cat on his back while they swung through the city, and she smiled back at him.

It was impossible.

How could she have possibly known the suit's weakness?

Chapter Text

Peter awoke at the crack of dawn, walking up the stairs out of Felicia’s apartment and onto the roof. Cold wind cut into his skin, as he tried to cover his arms, but the suit reacted and formed a trench coat, scarf and turtleneck shirt as well as jeans and a pair of sturdy boots.

Peter looked down, admiring the suit's fast reaction speed as well as the merging of their psyches. It felt like this suit was the only thing that could understand what he needed, what he wanted. What he deserved.

Peter strolled over to the edge, pulling his legs under him and then flopping them over the side. He was fascinated by all the people below him, rushing to the places they needed to be. People walking and cars stopping and starting constantly.

He wondered, could their lives be any more important than his? Why was he saving them? Should people who cannot save themselves even be considered, when the strong pave the way for them? If those above them can see their insignificance in the grand scheme of the city, like Peter could at this moment, could they themselves understand that their deaths mean nothing?

If only he could erase the need to protect the weak, he wouldn’t have to worry anymore. He could save everyone, not just the ones he manages to get to in time. Yet, Peter thought, the easiest way to erase the need to protect the weak is to erase them entirely. In that world, nobody would die and nobody would need protection. Peter could live a life of peace, and happiness.

But did Peter truly want that?

Peter continued to contemplate these feelings, and as if knowing he was available, he heard a notification from his phone. He pulled it out, looking down at the screen.

“Harry: Mine, ASAP. I need help.”

Harry? He hadn’t spoken to Peter in a few weeks. Though, Peter knew that he wouldn’t ask with such urgency without a reason. He immediately put his phone away, letting the suit take over and cover his body. He stood on the edge for a few moments, before falling forward and diving down. He fell for a few moments, wind cutting past the suit as he achieved further speed, and then threw out a web with his right hand.

Spider-Man released the web at a mid-point, sending him flying on a slight upwards angle as he connected another web and then swung, flipping and wall running along the way.

Arriving at the Osborn’s apartment suite, Spider-Man landed on the balcony and immediately the suit uncovered him. Peter entered through the glass door, looking in every room, and finally seeing Harry on the couch in the living room.

MJ was there too.

Peter went from a brisk walking pace to total stillness, silence filling his lungs as each passing breath became more uncertain of how to pass through.
“Hey, Harry…something up?” Peter asked, attempting to break the silence suffocating him.

“Sit down, Pete.”

Peter took a slow pace down a couple steps, and then around to a recliner sitting across from the couch, with Harry staring him down as he pushed himself into the deep leather seat.

“Ready? Okay, let’s begin.”

Harry was delivering his words as if pre-orchestrated. He was always smart, kind, well-spoken and methodical. Peter wasn’t used to having any of those qualities used against him, though.

“So, we know you have a new suit. How’s that going?”
“It’s fine, Harry. Are you?”
“I’m good. Just swell, Pete. I mean, I did hear that you nearly killed a thug. I heard that you beat the crap out of Miles and damn near killed him. I also hear that you’ve been neglecting patrols for well over a week now.”

Harry stood up, walking over to a tray of glasses and a cold water jug sitting on the coffee table next to MJ’s seat, pouring a glass and then taking a sip. MJ and Peter stared each other down, neither saying a word to each other or in response to anything Harry had said.

“But you know. Apart from that, I’m just great.”

Peter shifted his feet, swallowing into his throat. He didn’t want another altercation, but he also couldn’t let Harry stand there and act like he’s the bad guy. He already went over this multiple times.

“You know Harry, I don’t see you out there, busting your ass to save people. I don’t see you taking on the city yourself. I don’t see you sacrificing for others.”
“I don’t see you doing that either.”

The anger began to swell in Peter’s chest. Did he not know what he gave up, what he has been dealing with? Does he not understand his suffering?

“The difference between you and me right now, Pete, is not powers or lack of them. The difference is that I know exactly what kind of person you are, and you don’t know what kind of person I am.”
“You don’t know anything about me.”
“You’re an open book, Pete. You put your heart on your sleeve and when it gets swallowed again and again, it pushes you further into yourself.”
“You always thought things were so simple Harry.”
“Aren’t they?”

Peter's nostrils flared as he got up and raced over to Harry, his steps feeling like they were shaking the room as MJ and Harry spectated. Harry simply stood his ground. He wouldn’t move, he wouldn’t be intimidated. He wouldn’t do anything.

“You didn’t see what I saw. I saw innocents dying in the tens of thousands, hundreds of thousands, millions! I see them whenever I close my fucking eyes!” Peter yelled, pointing two fingers directly at each of his eyes aggressively as Harry felt Peter’s breath practically piercing his heart.

“I see things none of you do. I see them because I am the city. Only someone like me can understand it. You need me to save it.”

Harry simply put the glass of water down and placed his hand on Peter’s shoulder.

“If you think you can claim to understand it, then you have let it swallow you.”

Peter first felt anger, as Harry walked past him. He felt anguish as he saw Harry leave through the elevator. There was only depression left, as he dropped to his knees. He simply sat, his thighs almost bending into his feet as he laid with his hands pushed in front of him.

“Why?”

MJ was still silent. The stale air of the room cut into Peter’s lungs.

“His mom would have been disgusted with you.”

Peter’s anger swelled again, but he tried his best to contain it, pushing it down. He couldn’t hurt MJ. It wasn’t in him.

“You swing around the city with that thief, claiming to be the thread holding it all together. Exactly who or what are you holding together this week, Pete?”

Peter let out a guttural yell turned growl, swiftly turning around and using an extended tendril to slap MJ across the face. She went flying to the left, as he watched her collide with the wall. The anger drained from his face as he realised what he had done. As she landed on the floor, he saw she was bleeding from her scalp, unresponsive.

“Wait-, I didn’t mea-”

Peter ran over and crumpled to MJ’s side. He immediately put his ear to her mouth, listening for breathing. He didn’t hear it. Then, faintly, a light exhale passed onto his skin. He felt goosebumps all over as he let the wave of adrenaline wash over him.

Harry came back through the elevator. He stormed over to Peter, pulling one arm back and slapping him with ferocity. Peter fell to the ground, not bracing for or expecting the slap. His mind was still back at when he hit MJ - he was terrified. Peter pulled himself up on his elbows as he laid flat on the ground, simply staring at Harry like a deer in headlights.
Harry could do nothing but look down at Peter and seethe. His eyes portrayed nothing but anger and contempt. There was no understanding to be had here - just pain and frustration.

“Get that fucking suit out of here, or I’ll put a bounty on your head myself.” Harry spat out, as Peter simply sat on the ground in disbelief. He kicked Peter with his boot roughly in the torso.

“Get out!” Peter scrambled to get up and leave the apartment. He sprinted onto the balcony, letting the suit take over him again, immediately jumping over the glass walls in front of him. Rain pelted the suit and followed him down as he dived deeply into the city.

Spider-Man was terrified. He had beaten Miles, and now he ruined his relationship with Harry and MJ. Could they ever forgive him for this? Was it even worth him trying anymore?

He found a tall rooftop to look down upon the city from as he did before. What he saw wasn’t just people - he saw Harry, MJ, Miles. He saw the people he held close, not weaknesses to eliminate. Why did he feel like such a different person? What was leading him to commit these acts?

Peter needed some time away. He needed someone safe, someone comforting, someone who would understand him. Someone who would surely see his side and understand the person he is.

He needed Felicia.

Chapter Text

Peter was back into his regular clothes, climbing down from the rooftop into Felicia’s apartment. He got inside and immediately threw his shoes and socks off, as well as his jacket. He moved over to the couch, laying down and expecting Felicia to show herself from her room. Yet there were no signs of Felicia. The air of isolation filled the apartment, and so Peter simply sat and contemplated the day. He had his back pushed against the armrest, lying his head across it with his arm over his eyes.

The events went through his mind like a bad dream, except when he opened his eyes the memories wouldn’t become any less discomforting. If he was capable of this, then what does that mean for Otto? Was he truly too naive to see how a man like him could get down to this level? Is there truly anyone who couldn’t do the things Peter had done?

Almost as if a bright sun had entered the room, Black Cat had walked down the steps into the apartment. She looked almost shocked to see Peter just lying there, and shuffled a bit in her stance.

“Hey, Pete, I just got a new lead.” Peter didn’t say a word, his eyes still deep in his arm as he tried to understand everything he was going through.

“Hey, did you hear? I got a new lead.” Black Cat began undressing, walking over to Peter on the couch. She took off her boots and her face mask, and then mounted herself onto Peter. She straddled his crotch, trying to get his attention.

“You can undo my zipper…you always seemed to like that part.”

Peter continued to lie there. After about thirty seconds, Felicia began pushing her hand across his chest, and then down to his crotch again. She gripped his balls through his jeans lightly, and lied down with their faces inches apart in an attempt to get him to hold onto her.

“Felicia…I can’t do this anymore.”
“What? Do what?”
“This.”

Peter held onto her tightly, pulling her into his chest and kissing her neck as she stopped holding his crotch.

“I need you in my life, but this, it’s just a disaster. Waiting to happen. I’m not going to be able to sustain it.” Felicia looked up into his eyes as she laid, clutched to Peter’s chest like a great treasure of his. Her eyes displayed a small twinge of sadness as she looked off to the side and responded.

“It doesn’t have to last forever, Pete. I just want these moments with you. Getting drunk off the memories is enough. It has to be.” Felicia didn’t have much conviction in her voice. She knew she wanted this to last, but that it was liable to end at some point. She didn’t have much luck, but she denied this being because of her namesake. It was more reasonably a result of living in New York. A city where dreams go to die.

“If you stay with me, you’re going to get hurt.”
“Then it’ll be my fault. You’ve already warned me.” Felicia winked at him with a smile crossing her face.

The cat and the spider lay together for a long time, saying very little after their initial exchange. At some point, Peter pushed himself up and held Felicia on his crotch.

“I need you. Right now.”
“But Pete, I don’t know, are you sure you want to do this?”
Peter nodded and Felicia looked uncertain.
“You just seemed so…unwilling towards me. Like I wasn’t even there until I forced myself in. I don’t like forcing people to want me, Pete.”

Peter began kissing her neck again, reaching his right hand up her back and then to her nape, pulling on the zipper to her suit. Apart from Peter’s passionate kissing, the zipper was the only sound that could be heard. Felicia felt softened moans being siphoned out of her, breathy and lacking a full release, almost as if she was trapped in the moment and unable to think straight out of both anxiety and excitement.

The zipper was slow and sturdy, and the suit's latex folding back began to expose Felicia’s skin like a butterfly opening up its wings. When the zipper was pulled down to the bottom of her back, Pete pushed his hand towards where the latex had peeled back and revealed Felicia’s bare skin. His hands brushed along, each touch making Felicia’s restrained breaths become more noticeable.

“I’ve got your back always, Felicia. Sometimes literally.” Peter quipped with a smile that pierced Felicia’s heart as she stared at his face, studying every detail, not wanting to miss committing a single element of this moment to memory. She chuckled, and then pulled an arm up to hold Peter’s. She wrapped her arms around his neck, pulling up his cotton shirt over his head and flinging it onto the floor.

“I’ve got your front. I wouldn’t want to miss those pretty eyes of yours, Pete.”
Peter’s eyes glimmered as he peeled back the latex on her chest, the suit falling to reveal her breasts to him again. Like a man possessed, he took his left hand immediately to her left breast and began groping it. He pushed his grip harshly, almost like he was attempting to reach into her soul as he felt her busty chest.

Peter placed his thumb over her areola as he groped, rubbing it lightly around the edges as he got closer to the nipple, and then further away again. Almost like in a trance, he was sitting and staring at her areola, continuing the same motion but without groping her breast at all. His thumb would massage the edge of her areola, move inward and massage next to her nipple, before he would pull back and complete the same motion again.

“Pete…” Felicia moaned with her softest admiration. He didn’t stop, but pulled his other hand up to her right areola, repeating the same motion on both over and over.

After some time, Felicia took his hands and his fingers, shaping them into a pinching position. She aggressively pushed his fingers around her nipples, and he looked up to her asking for consent, but Felicia simply nodded. He pressed down, pinching her nipples lightly and then twisting them around. Felicia bit her lip, the sound of her holding in a painful groan filled Peter’s ears, but he didn’t stop.

Peter continued to press down on her nipples. They got harder as he squeezed and twisted them, only increasing her pain. After some time, Felicia grabbed Peter’s arms and pulled them away. A large smile crossed her face as she bit her lip, staring at Peter with her emerald green eyes, pupils fully dilated.

“You’re so good at making me hurt, Pete. Let me make you feel good in return.” Felicia began to push his arms above his head with one arm, and then pulled her whip from her hip.

“I don’t have a fancy suit, but I hope this will do, Pete.” She coiled the end of the whip around Peter’s wrists, tying a knot and then pulling on the handle.
“I think it’s perfect.” Peter told her, but at the same moment Felicia was pulling down his pants at a startling pace. Peter groaned as she took his cock in her hands, jerking it back and forth with one hand as she pulled her other along Peter’s thigh.

Felicia held the base of his cock in her palm, pulling her thumb up to the tip and then along the shaft before returning it to the base. She repeated this motion a few times, eventually spending more time with her thumb massaging his tip, at the most sensitive point. Peter’s breath became heavy and breathy, muttering to himself as she massaged his cock.

“I hear this part is extra sensitive.” Felicia says, pointing to the spot on the tip that she had been massaging. She leads her face down and brushes her lips against it, kissing it and then taking her mouth away slightly before kissing it again. Continuing to kiss it, Peter’s eyes began rolling back and he started shifting on the couch, pushing his head all the way back as he let the pleasure take over.

“Seems I heard right.” Felicia said in triumph, letting out a small giggle as she realised how much Peter was enjoying the treatment. She pulled her latex suit down to her hip, fully displaying her upper body. She leaned forward and began kissing down Peter’s chest, to his stomach and then his crotch. She positioned her mouth right in front of his cock, before taking a long lick from base to the tip, before sitting back up again. She grabbed her tits and held them up for Peter.

“You want me to do it?”
“Please, Felicia. I need it.”
“Are you so sure, baby? I might take you to completion before you even feel how wet I am.”
“I’ll hold it, I promise.”
“You promise?”
“I promise. I’ll tell you to stop.”

Felicia looked at him with an approving, smug look, before leaning down again and pushing her tits between Peter’s cock. She applied pressure to grip his cock between them, before pulling them up and down repeatedly. Peter pulls his head back again, shuffling himself and groaning loudly.

“Fuck, don’t stop.”
“Didn’t plan to, sweetie.” Felicia assured Peter, before increasing the speed of her boobjob. She paused, looking down towards his cock and then letting a wad of spittle pass from her mouth and down below. She kept producing spit and letting it drip down, pushing her boobs up and down to moisten them and Peter’s cock.

Peter looked ahead and stared at her while listening to the moist sound that was being produced as she was getting more furious with jerking off his cock. Her boobs made moist, slapping sounds as they hit his balls and the skin around them, with Peter’s cock rock hard between them. Occasionally she would duck her chin down and take the entire head of Peter’s cock in her mouth, sucking it intensely for a few seconds before releasing it out of her mouth and making a satisfying pop sound as it released.

After a few minutes, Peter started desperately speaking through his groans.

“Stop! Stop! It’s too much, Felicia…” He trailed off, as she smiled and pulled her boobs away. She stuck one of her fingers out and began taking it to the tip of Peter’s cock, lightly tapping it on the right side, and then on the left, and then repeating.

“Is this too much for you, too?” She teased, continuing to tap back and forth. Felicia placed her finger against the tip, making a small circle around it, and then dragged it down to the base. She traced off of his cock, down his leg and then up hers.

Felicia’s finger arrived at the remaining latex that hadn’t yet been pulled off of her bottom half. The finger curled inside the suit, pulling it down as she stretched her legs forward and onto Peter’s chest, placing her feet right below his chin.

Peter couldn’t do anything but listen to the latex being peeled back, down her hips and then her thighs, continuing to make a strange sound which was between that of leather and latex being moved around. Eventually, she had pulled her entire suit down and then stretched it off of her feet.

Felicia had finished pulling off the suit, placing it on the ground to the side of them, but her feet remained below Peter’s chin. Now, fully exposed apart from her black panties still firmly worn around her waist, she daintily extended her toes and patted his surprisingly smooth chest a couple times with her soles.

“There’s more than one pussy to satisfy here Pete. Me, as well as my clit. I know how much you love satisfying me, so you have my permission.” She said with a deep grin.

Peter immediately got to work as Felicia pushed her toes up to his mouth. Her big toe on her left foot was engulfed as he sucked on it, bringing his mouth down and then up again as it brushed up and down his tongue. He licked around it, pushing his tongue in-between her other toes as well.

Peter flicked his tongue back and forth on the tip of her big toe, and then began going down her foot and sucking each toe individually. He pushed three toes into his mouth, licking and moistening them as Felicia moaned. He started going between her left foot to her right, making sure to lick each toe up and down before moving on to the next one.

Felicia pulled her left foot up and then pushed her sole into Peter’s mouth, making him lick along the bottom of her feet, from toe to heel. Felicia wouldn’t rush the process, holding her foot surprisingly still as it was held in the air but moved incrementally upwards and downwards.

“Acrobatics training gives me some pretty strong leg muscles. Gotta keep in shape for your convenience, darling.”

Peter simply nodded, moaning as he continued to lick up and down both of her soles. Felicia pushed both big toes in his mouth at once, with two smaller toes being shoved in alongside them. He simply closed his eyes, exploring them with his tongue, as Felicia pulled them out abruptly. Peter looked down, seeing each toe glistening as well as her soles.

Then Peter looked forward, and noticed he could feel wetness around his thighs. Felicia had been grinding against them lightly the entire time, her panties soaked as she rubbed them along his legs.

“Well, suppose you were enjoying yourself too much to notice, Pete.” Felicia giggled, before pulling her feet off his chest, extending her legs above him. She pushed a single finger under the fabric of her panties on each side of her hip, slowly and sensually dragging them down and off of her hips. Peter’s heart flared with passion as she pushed them onto her feet, but she didn’t pull them off.

Confused, Peter looked up to her. Her toes once again reached up to his face, but this time with her panties around them. Peter’s mouth agape through all his groaning and requirement to breathe deeply given his rising heart rate, Felicia stuffed her panties in with her feet, using her toes to push them deeper into his mouth.

Peter kept his mouth open, only letting his jaw slack as the panties were fully covering his mouth. His cock grew veinier and rose further as he felt Felicia on his taste buds. Felicia pulled her feet back finally, planting them beside Peter’s hips and pushing herself forward to sit on top of his cock.

Felicia continued to tease Peter, only grinding her wet pussy against his cock, the moist sound making it grow further. His cock throbbed against her clit, feeling her labia brush it with a divine, fleshy softness.

“You’re such a good boy, Pete. Should I stop teasing you now?” Peter nodded lightly, mumbling through the panties with a single sound.

“Well, let me try, baby.” Felicia planted her hands onto Peter’s chest, still wet from her feet lying there, pushing her clit along the tip of his cock before slowly descending onto it. A lustful moan left Felicia’s mouth as Peter’s cock was fully enveloped by her pussy. She started slowly moving up and down, quickly rushing her arm up to the whip handle, pulling down on it and bringing Peter’s bound hands behind her head and around her shoulders.

Peter was forced to lean forward as he was directed by Felicia, and after he was sitting up again she took a tuft of his short brown hair between her fingers, pulling his head down and directing his mouth to her tit. She brought his mouth down to her breasts, but the panties were still inside. He simply looked up at her as she giggled and smiled at him.

“I’ll take care of those. Can’t keep your pretty mouth shut for too long.”

Felicia pulled the panties out of Peter’s mouth, instead tossing them over his shoulder and laying them there. She directed him down to her breast again, and as his tongue was engulfing her nipple, she moaned loudly, continuing to push herself up and down on his cock.

“Oh, Pete! Never leave me, please. I need you.” Felicia said through hurried, panting moans, each word barely recognizable through her breathiness.

Peter continued to suck on her breasts. He moved his tongue around her areola, licking it up and down before pushing it onto her nipple. He could feel how hard her nipples were from all the satisfaction as he sucked on them. Continuing to flick his tongue back and forth over her nipples, and then between her chest as he buried his face into them, Peter only got closer to climax.

Felicia was ferociously thrusting her pussy on Peter’s cock, making them both moan and groan with such volume that Felicia was happy she didn’t have any neighbours right below her apartment.

Peter could feel Felicia’s wetness covering his cock again, with the warmth that she offered him - like they were two puzzle pieces meant to interlock in place at some point. Peter stared into her eyes and could feel not only lust, but love for Felicia. Deep, unmitigated, terrifying and dangerous love.

Felicia looked just as longingly into Peter’s eyes, reaching down to cup his balls in her warm hands, massaging them softly between her fingers. She pulled her hand up and then slapped her own ass, bringing the hand back up to her neck and holding onto Peter’s forearms tightly. Felicia pushed herself down into him, still bouncing up and down, his cock enveloped by her pussy.

She held her forehead closely to Peter’s, grabbing the panties on his shoulder and then slowly shoving them back into his mouth.

“Come on. Cum for mommy. I know you want to.”

Peter couldn’t contain it any longer, and neither could Felicia. The cat and the spider were warm and sweaty, continuing their sexual interaction this long not just for lust, but for the deep enjoyment of each other’s company.

Peter took Felicia’s orders and immediately let go. His cum spurted as he groaned, muffled through the panties, and Felicia did the same. She orgasmed as soon as she felt Peter’s cum enter her pussy, coating her insides as well as feeling it drip onto his cock that was still inside her. Felicia couldn’t hold her muscles up any longer, and only wanted to relax, letting herself crumble into Peter’s chest. Peter continued to cum, but after a few more seconds it stopped.

Felicia wanted to do nothing but simply lay still on his shoulder, listening to his groans only inches away from her ear. Peter seemed a bit confused, but equally as willing to lie together. Without moving her head from nestling into Peter’s shoulder, she took her right hand up and pulled the panties out of his mouth, tossing them onto the ground.

“Can’t let the great Spider-Man not run his mouth, right?” Felicia teased Peter. Peter just pushed his own head into her shoulder, as they lay together being cradled by one another’s shoulders.

“When I’m with you I find I tend to shut up.” Peter admitted, playing along with Felicia’s joke. She let out a short, fast exhale, sounding like a small laugh underneath her breath.

“Pete? Can I ask…”
“Anything.” Peter immediately affirmed her.
Felicia pulled her face out of his shoulder, Peter doing the same, prompting them both to look into each other’s eyes. Instead of words, Felicia pushed her mouth onto his, kissing passionately as she closed her eyes in satisfaction.

This entire time, Peter’s cock remained inside of her. He hadn’t dared remove it or try to, he just wanted to savour the moment and spend quality time with Felicia - the one person he knew was on his side.

As their lips disconnected from one another and Felicia looked down into Peter’s eyes, he began massaging her back with his hands that were still held around her neck.

“I just wanted to ask if we could stay like this for a while.” Felicia asked, pushing her head into Peter’s shoulder once more.

“Of course we can, Felicia.” Peter said softly, interlocking with her again.

Though they had spent such quality time together, Felicia’s mind still wandered. Felicia wanted nothing more than to provide the relationship she so desperately desired. She knew this was what she wanted more than anything. She wanted Spider-Man-, no, she wanted Peter Parker. Though her heart yearned for him at every moment, she knew this couldn’t last. There was no explanation for anything. She knew that it was only a matter of time.

Only a matter of time until Peter knew the truth.

Chapter Text

Peter’s eyes shot open, awaking from a nightmare which shook him up and down. He immediately looked down to see Felicia still resting on his chest, still fully asleep in his arms as they wrapped around her shoulders.

“Felicia, wake up.”

Felicia’s groggy face matched her voice as she tried to respond but simply uttered a few groans of sleepiness.

“Come on, babe. Wake up.” Peter was urging her. He didn’t want to disturb her sleep, but he wanted someone to talk to after the nightmare he had, so that he could root himself in reality once more.

“What is it?” Felicia finally pushed out, though the words were quiet and mixed as she slurred between them.

“I had a bad dream.”

Felicia chuckled a little, pushing herself on her side and resting herself on Peter’s stomach.

“What?”
“It’s nothing, Pete. It’s just funny for Spider-Man to be scared of a bad dream.”
“Come on, I’m human too.”

Felicia laughed at that comment too, looking up into Peter’s eyes.

“The guy who crawls on walls and swings from buildings is a human? News to me, honestly.”
“Oh, give me a break. You’re not exactly distancing yourself from those traits.”

Felicia chuckled softly and then reached her hands up to Peter’s arm, untying her whip and then placing it onto the ground.

“Speaking of, I’ll take that back.” She said, kissing the back of Peter’s left hand and then his wrist, moving onto the right.

“So what was the dream about?”
“The dream? You were in it.”
“Oh, that is pretty frightening.”
“Shut up, Felicia.” Peter said with a smirk half painted across his face. His smirk faded as he continued to recall the dream.
“You did what you did last time…in the dream, I mean. You used me and then I…”
Peter’s words faded off as his thoughts took their place, Felicia also growing silent as she felt shame inside of her.

“I need to get something done, Pete.” Felicia tells him, before dismounting herself from him and standing beside the couch.
“It was fun, but we need to get to work.”
“What work?”
Felicia looked down at Peter, hesitating for a second and then opened her mouth.

“The other day, we didn’t find anything.”
“Yeah, I know. Why are you reminding me?”
“Because there’s more to it. That truck, and those antiques, had to lead to something more. None of it added up.”

Peter sat up, pulling his legs over the side of the couch and leaning forward, pushing his arms onto his knees.
“So did you find anything?”
“No, not much. But there was this.”

Felicia walked over to the kitchen counter, grabbing a piece of paper and then heading back towards Peter, sitting next to him on the couch. It was folded, but when Peter opened it, he gasped.

It was a letter with two short paragraphs of writing, and a name at the bottom.

“We have to find the relic. If we let The Underground keep it, then we lose a major profit margin, especially if they discover what it actually does. I sent some boys to the waterfront. Meet them there with the goods so we can make a deal and obtain the relic.”

The Underground? Peter thought they went out of action after Miles beat The Tinkerer. Perhaps they were gathering under the same name but with a new goal of becoming profitable.

“They have no idea these antiques are practically worthless, so make the tradeoff as quickly as possible and then get out of there.”

Peter looked down at the bottom of the page, gasping as he read the name that was undertaking the operation.

Kingpin.

How could the Kingpin be active again? Was he operating from prison?

“Where did you get this, Felicia?”
“I went back to the auto shop. I snooped around and found this.”
“So this tradeoff was the original plan?”
“I presume so. But we thwarted it. Those antiques are as good as gone.”

Peter didn’t quite understand. Even if the relic was practically worthless, why did The Underground have it and why would they trade it away?

“Felicia, do you have any idea what this relic is?”
“I don’t. It could be dangerous or it could be an ancient antique that is simply worth more than we anticipate.”
“What if it is dangerous?”

Felicia sighed, putting her head in her hands, before pulling herself back up again.
“We give it to the cops, seal it away, whatever it takes. Power falling out of our hands isn’t worth the profits.”
“Agreed.” Peter responded. “I can’t let that kind of power be used by criminals, not on my watch.”

At that moment, Peter looked at Felicia, waiting for more. She looked back and shrugged.

“I have an idea of where to go, but you’re not going to like it.”
“Let me guess, Underground HQ? At Fisk Tower?”
“Yeah. If we’re going to get that relic, it should be at The Underground’s headquarters.”
“Okay. We’ll go there then.”
“I can’t go.”

Peter froze. He glanced up to Felicia, back down at the paper, then back up to her again.

“Why?”
“You know why.” Peter didn’t. He couldn’t even begin to understand. Though he didn’t say it, the expression was written on his face. Felicia sighed and turned her posture, facing her body away from him.

“The Underground…their technology is advanced. The programmable matter weapons they use would destroy me in an even one on one fight. I stick to the shadows, but I know that’s not how a fight with them will go.”

Peter shrugged. “Then you let me take them on.”
“You would risk that, Pete?”
“Why not? We’ve come this far. I need my partner in crime.”
“I’m not your partner in crime. I’m your partner, and this is dangerous for me.”
“So you really were a scaredy-cat all along.”

Felicia jumps up and struts angrily across the room, standing at the door to her bedroom.

“Be gone in ten. Come back here when it’s done.” With those words, Felicia opened the door and slammed it shut behind her. Peter didn’t understand what her big deal was. He just wanted some support, what was she so scared of?

He shrugged it off. She’ll get over it soon. He figured she was just being temperamental.

There was nothing that would stop him from doing what was right.

Chapter Text

Spider-Man pulled himself through a tall, rectangular broken window with a black web zip, just barely missing pieces of glass jutting out at the edges. He landed upon a stone pillar reaching into the building, holding his bent left foot as well as his left hand onto the side. He looked down, seeing debris and rubble. The Underground may have been using Fisk’s tower as their hideout, but they never did any renovation, just enough rearranging to set up their base.

Underground members patrolled wooden boards that were connected between pillars, and other wooden boards placed towards the ceiling with snipers aiming down from above. Some were on a similar level to Spider-Man, but were totally distracted away from his location as they observed the lower levels. He zipped over to one of the guards, sitting on the wall behind them.

“Psst.” He whispered, and the sniper subsequently turned around. “Miss me?” He questioned, unleashing a tendril from his side. Slithering its way around the sniper with haste, they were pushed into the wall next to him and webbed up just as quickly as they had seen him, knocked unconscious from the shock.

“Well, I should have guessed no.” Spider-Man quipped, once again zipping to another sniper. He continued until he had taken out all the snipers: four, he counted. Growing bored, he made a big leap from the ceiling and down onto a balcony just above all the other Underground gang members.

“Come on. Let’s do this on my terms, guys. Make me work for it, for once.”

They all snarled, pushing themselves off the ground with their boots. They were incredible - Spider-Man hadn’t seen anything like them before. All of their tech was interesting to him, as he spectated their ability to change its form at will. One of them wielded a glowing, metallic sword, landing on the balcony and slinging it at Spider-Man. It segmented as it swung, elongating as triangular pieces separating from one another. He had to dodge a few times as the sword extended, but he couldn’t avoid the blade grazing past his shoulder. The suit reacted as a line of the black ichor sped to repair itself. Though the blade was sharp, it failed to pierce through the suit and instead weakened it, like a piece of armour.

Within a few seconds, the suit's wound was fully repaired. Spider-Man looked up from the suit and back at the man attacking him. He could see the swordsman shift his posture, seeming a bit more uncertain than before. He extended his arm, grabbing him with a tendril and then punching him against the wall. The tendril pushed him against the wall, keeping him in place as the black webs writhed across his body.

“Alright. Who’s next?” Spider-Man called out. He jumped down from the balcony onto a wooden platform, and then looked around. There were some men equipped with massive hammers, some others with giant pairs of fists. Yet they weren’t looking at him. They were fleeing.

“Oh guys, I wasn’t done with my standup routine yet! Come back!” Although he wanted to deal with them, he wasn’t going to bother chasing them when there were more important things to focus on. Not before long, they had all fled and Spider-Man was left alone.
He looked around. Where was this relic? Where would they keep something like that? There were large wooden crates around the room, which seemed as likely a place as any to keep something stolen. He jumped over and stood next to one of the crates. With a single web, he pulled the lid off and flung it across the room, wood breaking and splintering on impact against a far wall. Inside was more of the steel fists The Underground were using, but these ones seemed like they were in development as opposed to complete and ready for use. Was this it?

He checked the other crates in the room just to be sure. Nothing. He couldn’t even find a hint of the relic, or anything mentioning it. Was this a dead end?

As he was trying to contemplate, his spider senses tingled. Spider-Man looked up and saw a figure, catapulting themselves through the window at a speed that made it difficult to see them before they went behind a pillar.

“Cat?” He called out, uncertain on who would even be here if not for her. He kept his eyes trained on the location where he saw the figure last, but as he did that, his spider senses tingled again, this time from behind. He turned around to see a figure swinging feet forward towards him, and though he tried to dodge out of the way, he wasn’t fast enough. Spider-Man went flying with the force against the wall behind him, leaving a large crack in the stone he was kicked into.

He looked up, scowling as he saw who was here to greet him. That signature black and red suit. Miles.

“Miles…” Peter said with a groan, holding his chest.

“Peter.”

“Are you here to fuck with me again, kid? After all I did for you?”

“No, Pete. Listen. I need you to listen.”

“We’re past listening.” Peter holds his arm up, letting the suit eject a tendril filled with malice towards Miles, hurtling towards him at a pace impossible to dodge. At that moment, a loud ringing sound pierced his ears and forced the tendril back at the same pace. The suit writhed across Peter’s body, small tendrils that were neatly lacing back and forth across his skin now violently flailing, crying out in pain. A deep roar erupted from Peter as the sound continued. Was it him, or was it the suit begging for it to stop?

“Peter, I know what you’re going through. I know this hurts. But I’m doing this for your own good.”

“What are you doing, you insolent whelp? There is real danger out there, the kind you won’t even contend with in your pathetic attempt at heroism, and you want me to give this up? Are you out of your mind?” Every word Peter spat came with immense hatred and anger. The pain was unbearable, it was morphing every word that he managed to push out.

“Peter, there’s something you’re missing. Haven’t you started to question any of it yet? Why haven’t you seen how none of this adds up?”

“You’re a kid, Miles. Go home and find…” Peter screams out in pain, only getting angrier as the sound continued. Miles couldn’t tell where the anger was sourcing from, but he knew that suit was no good. It had to go.

“Find a kitten to rescue from a tree. Be the hero in your own way, and I’ll be the real hero.” Peter strained out.

“Cat is lying to you, dude. Can’t you see it? She’s been deceiving you this entire time. There’s a weak link in the chain and it’s her, Pete.”

“What did you just say? Who are you again? I’m your mentor, Miles. You listen to me.”

Miles sighed, letting the sound stop for a second. He was hoping that Peter wouldn’t immediately attack him, but if he did, he could always start the device again.

“Listen. I know you don’t want to hear it, and I wouldn’t want to hear it either. I’m not here to tell you how to live your life, Pete, but she’s lying to you. You should know.”

“How? What proof do you have?”

“Pete, you were there. She used a similar frequency to the one I just used to fight back against the suit. If it weren’t for that, you would have killed me back there.”

Peter tried to recover, patting the suit down as if he were rubbing bruises across his body.

“I was wondering about that myself, but I don’t know. She wouldn’t try to hurt me like that.”

“Like what, Pete? Like how you were trying to kill me? If you’re capable of that, what is she capable of doing?”

“Just leave me alone, Miles…” Peter pulled his legs up and held them with his arms, contemplating what he just told him.

“I won’t. Not until you at least see what I’m saying.”

Peter did consider what Miles was saying, but he couldn’t see how Felicia could hurt him. Why would she hurt him again? It was nonsensical.

“Stop trying to tear us apart Miles. It won’t be pretty if you continue down this path.”

“It hasn’t been pretty already, Pete.”

Peter thought for a moment, and then unleashed another tendril towards Miles. Miles started the device again, and in tandem the tendril pulled itself into Peter and he clutched his head with pain. The frequency was much more intense this time - he felt like he was being torn apart. The suit peeled from his skin like it was being sliced off of him.

“I won’t stop until that thing is off of you. I know what it’s capable of, and we can’t let you continue using it Pete.”

In some sense, Peter understood. He knew what Miles was saying, but he felt like he was being pierced by a spear. He couldn’t lose this, it was terrifying.

“I don’t know how!” Peter screamed, as his voice changed between his regular one and a deep, menacing growl.

“Just fight it, Pete! Don’t let it take over you!”

“It’s too much, Miles. I can’t lose it, this was going to save the city. It was going to save you! It was going to save MJ...” Peter strained as he tried to communicate the immense pain he was in.

“Pete, I don’t care what you think, but that thing is tearing us all apart. You need to rip it off!”

“Hrrngraaaaaah!” Peters groaning turned into a pulse of black tendrils erupting from him like a landmine, as a cluster of them poured out of him as piercing daggers, sharpening to a fine point. The explosion pushed miles back, and Peter was fully out of control.

Miles hit a wall, the sound continuing as he hit it with a greater intensity than the force Peter had tanked from him earlier. He shook his head as he looked up. Peter was effectively in the eye of a storm, tendrils lashing out from him and surrounding at his feet, they were covering the floor around him, like they had disconnected from the main host.

“Pete, it’s working! You need to end it yourself!”

“It hurts, Miles. I can’t.”

“You can. You’re better than this, Pete.”

Peter stood planted deeply into the concrete below him, his own hands grasping at his face. He pulled with ferocity, trying to latch his fingers in-between the oozy black substance that had grafted itself to him. He finally found a handhold, pulling back and feeling every vein in his arm popping. It felt like thousands of daggers were piercing his skin every moment as he screamed in agony. Miles watched on with a mix of fear and excitement topped with a sickening feeling that Peter might not live through this.

Peter was grasping a significant piece of the black suit with his right hand as it held onto his body, attempting to pull it off further. He reached another hand up, breaching the suit with his fingers as he pried it off. He had pulled off so much of it that it was peeling down from below his chest. He ripped it down and off of him finally. The suit fell down, pathetically slumping onto the ground. It was in the same gooey, black mold that Peter had found it in originally.
Miles looked across the room, his gaze piercing Peter’s. Peter looked back at Miles with a shocked look on his face, almost as if he couldn’t believe the suit was off of him. Peter was wearing nothing - he was totally nude. No clothes. No suit.

He was back in his flesh prison.

He was free.