Chapter Text
Breaking rules was like second nature for Felicia Hardy, but no one who’d worked with her would ever have cause to complain about her punctuality. Being where she needed to be when she needed to be there was kind of an important trait for any cat burglar, or at least it was for the ones who wanted to be any good at it.
That wasn't who Felicia was, though, not anymore. She was trying to put her old ways as a cat burglar behind her and be a good kitty these days, with no thievery allowed, in or out of the catsuit. Her punctuality remained, though, and she found that it served her well in other lines of work as well. When she arrived at the studio where her next photo shoot was set to take place, no one else had arrived for their shoot yet. In this case, she was actually early; early enough that she’d arrived not long after the last crew members from the morning shoot left.
Modeling had never been on Felicia’s radar. It wasn’t that she wasn’t confident in her figure or her beauty, but the whole modeling thing felt like shining a great big spotlight on herself. Attention and exposure generally didn’t get along well with the life of a cat burglar, unless you wanted everyone looking at your face (or your butt, maybe) so they weren’t paying attention to what you were holding behind your back.
Anyway, she hadn’t been sure about dipping her toe in the modeling world when Mary Jane Watson made the suggestion and offered to help coordinate her through her PR company and connections in the modeling world. She saw the logic about using the exposure from modeling shoots to rehabilitate her public image and persuade people that she'd given up her life of thievery, and honestly, there were few people she would have trusted to have her best interest at heart more than Peter Parker's model girlfriend. Felicia wanted to dislike the beautiful redhead; really, she did. The woman was dating Felicia's ex, after all, and there were complicated feelings that lingered every time Felicia thought about or interacted with Peter, in or out of his spider-suit.
MJ made it impossible to dislike her, though. She'd been as good as her word, setting up Felicia with several modeling sessions that had worked wonders in turning her public perception around already. She'd also managed to make the whole modeling experience more fun than Felicia had expected it to be. The photographers and crew she worked with gushed over Felicia's modeling work, declaring her a natural. She didn't get quite the thrill out of the applause at the end of a very successful modeling session that she used to when she pulled off a big heist, but it was satisfying in its own way.
The thrill she got when MJ and her boyfriend/frequent photographer praised her evened the scales quite a bit, though. Honestly, making them happy and getting them to smile at her and praise her work was half the reason she was on set earlier than everyone else this time. She had quite a memorable past with Peter, of course, but the more often she worked with MJ, the more fond she grew of her. Rehabilitating her image was nice, and the cash didn’t hurt, either. But making sure that she didn’t disappoint her ex and his sweet, helpful, sexy girlfriend was a more compelling reason to make it on set before everyone else, prepare herself, and knock this Christmas-themed modeling shoot out of the fucking park.
At least Felicia thought she made it before everyone else. She hadn’t seen any cars in the parking lot when she arrived, and none of the crew were around to set up. But when she headed near the changing rooms, she heard moans coming from inside one of them that caused her to evaluate things. She cocked an ear and listened for a moment, taking in more moans. There was no mistaking it; someone was on the other side of that door, having a very good time.
The polite thing to do would have been to ignore the moans and give whoever was inside that changing room the privacy to enjoy themselves. But Felicia’s manners were nowhere near as spotless as her punctuality, and besides, they’d left the door to the changing room cracked open slightly. Anyone who didn’t even bother to close the door all the way before they started playing with themselves, or whatever was happening in there, was practically begging to get caught. She stepped up to the open door, moving with the silent grace of the master cat burglar she’d been long before dipping a toe into the world of modeling.
Her footsteps were silent and stealthy, but Felicia very nearly gave herself away by making a noise when she saw who was responsible for those moans, and why. Those sexy moans were coming from the equally sexy Mary Jane Watson, her friend and partner for today’s modeling shoot, and she wasn’t alone in that changing room. MJ's shirt was bunched up above her chest, affording Felicia a partial glimpse of the ample chest trying to pop free from her black bra. That undergarment was being put to the test because she was taking quite a vigorous pounding from behind as she bent over the vanity desk. Her jeans were down below her knees, and her body rocked through quick thrusts that left little doubt that her moans were the real deal and not a performance in any way.
Felicia didn’t need to look up at his face to know who was fucking MJ. Even if she didn’t already know who the redhead’s boyfriend was, those thrusts looked very familiar to Felicia. Now that she thought about it, those moans sounded pretty similar, too. This was probably pretty damn close to how she’d looked and sounded when Peter fucked her, back before their drastically different lives as a crime-fighting hero and a master cat burglar pulled them apart.
Now that she was standing there, watching her ex drill his sexy girlfriend, who Felicia could acknowledge she’d developed a little bit of a crush on over the last few months, she wasn’t sure how to handle her discovery. Her first impulse was to ask to join them. It had been a long time since she’d last gotten laid, and practically forever since her last threesome. Thinking about a threesome with Peter and MJ made Felicia want to rub her thighs together and start pulling her clothes off. But she resisted that impulse. Tempting though it was, she felt like she had a good thing going with them looking out for her, helping her, and offering her their friendship. She didn’t want to fuck that up, and offering to slide in as the meat in a Peter/MJ sandwich felt like it had a high possibility of doing just that. So, she didn’t open her mouth and ask to join in, nor did she start stripping. But she didn’t look away, either. She couldn’t bring herself to. Leaving on nimble feet and giving her friends their privacy would have been the polite thing to do, but again, politeness failed her. Felicia couldn’t look away; not when Peter bending MJ over the vanity desk and fucking those moans out of her was the hottest thing she’d seen in a very, very long time.
She was still standing there, watching intently, when Peter pulled MJ up to stand with her back pressed against his chest. Their heads turned to share a kiss, and it was then that they both looked at the mirror and saw Felicia’s reflection off to the side. There was a pause, and Peter stopped thrusting as all three of them looked at each other via the mirror. Felicia held her breath and froze, waiting to see how they would react to catching her catching them in the act, and staying far longer than she should have.
It was too quiet for either of them to hear from where she was standing, but Felicia let out a little gasp when Peter started thrusting again. His pace wasn’t yet where it had been before he pulled MJ up for a kiss and then saw Felicia watching in the mirror, but his intent was unmistakable. He was going to keep fucking his girlfriend, even with Felicia right there in the doorway watching them. And MJ, rather than telling him to stop or yelling at Felicia to get the fuck out, covered Peter’s hands with hers and groaned quietly as they resumed their tryst in the changing room. They were going to keep fucking, even with her standing there.
Before she could do something she would likely regret, like stripping naked and trying to join in, or maybe crawling around on her knees to suck Peter’s balls while he gave it to MJ, Felicia turned around and left. She fully closed the door, correcting their mistake that had enabled her to walk in on something she wasn’t soon to forget.
--
The winter wonderland set was no longer empty, and the photo shoot was now in full swing. Felicia and MJ were decked out in their first outfits of the day, going through various poses as the crew moved from one shot and position to the next.
Felicia did her best to act like that whole business in the changing room never happened, but that was proving to be difficult for her. She knew she wasn’t the only one, either. MJ was too experienced a model to look anything less than poised, and she subtly guided the less experienced Felicia through the shoot any time she could tell she was getting distracted. But Felicia could still tell that the redhead was replaying their earlier encounter in their head while they worked. Standing as close to her as she was, she could notice it in the occasional twitch or glance in between shots that normally wasn’t there, demonstrating how hard MJ was having to concentrate to stay at her best right now.
It was even harder to ignore the memory of what just happened, thanks to the nature of today's shoot, too. This wasn't just a Christmas-themed modeling session, but a sexy Christmas-themed modeling session. It wouldn't have been easy to keep her mind off of what she'd seen if she and MJ had both been fully clothed while shooting together. With them both wearing Christmas half-sweaters (red and white for her, green and white for MJ) that ended just below their breasts, matching shorts that barely went to mid-thigh and hugged their asses almost as tight as Felicia's catsuit did, and striped thigh-high socks with little ribbons on them, it was quite a bit harder for Felicia to remember to listen for directions, strike poses, and give the camera a playful smile or sexy smirk instead of staring at MJ and remembering how she’d looked bent over the vanity getting plowed by their friendly neighborhood big-dicked Spider-Man.
Peter wasn’t being very helpful now, either. He was the lead photographer today, so it was up to him to dictate their poses and give them directions on how to stand, where to put their hands, etc. Maybe he hadn’t gotten enough of MJ in the changing room earlier and was still horny or something, because it seemed like no pose was spicy enough for him, and he always called for them to put their hands in increasingly more suggestive places. She’d known this was going to be a sexy shoot, and they were supposed to act playful and flirty with each other, but MJ and Peter hadn’t mentioned how grabby it was going to be.
“Okay, now stand facing each other,” Peter said. Felicia and MJ turned toward each other and stepped closer, and Felicia tried very hard to pretend that the redhead didn’t still smell of sex. “Felicia, put your hands on MJ’s waist while you look into each other's eyes intimately." Felicia did as he asked and licked her lips as her fingers brushed across the other woman's smooth hips above the top of her little shorts. It felt pretty damn intimate to Felicia, especially with MJ biting her lower lip while she stared back at her, but Peter made a humming sound. “Lower, Felicia. Like you’re a few seconds away from squeezing her butt.”
This felt pretty damn intimate already, but she wasn’t the successful model or the experienced photographer. Peter made the request, and MJ nodded at her as if encouraging her, so Felicia let her hands slide lower. She stopped short of actually groping her ass, but she could certainly feel it beneath her fingers. Even with the tight shorts with the little Christmas tree designs on them separating her hands from the bare flesh, she could still appreciate just how round and full Mary Jane Watson’s ass was. God, if she wasn’t jealous of Peter for getting to tap this already, she would have been after brushing her fingers over MJ’s butt, for sure!
“Great,” Peter said. “Now, Felicia, let’s have you turn around so MJ can embrace you from behind.” Felicia resisted the temptation to fondle the redhead’s ass, let go, and turned around, putting her back to her. MJ’s arms hugged her from behind, and Felicia tried to ignore how good it felt to have another woman’s soft hands on her bare belly, especially this woman’s soft hands. “Good. Now slide your hands up her body, slowly.” Felicia took a deep breath and forced herself to maintain a playful smile even as her body responded to MJ’s hands working their way up her body over her shirt. Her fingers stopped just short of her chest, but not for long. “If you two are meant to hint at being lovers, you wouldn’t stop there, would you? Cup her breasts, MJ.”
Felicia couldn’t decide whether she wanted to curse Peter’s name or offer to suck his dick in gratitude when his girlfriend squeezed her tits through her tight little half-sweater. She had come in knowing that this was going to be a lewder shoot than the ones she’d done previously, and she’d thought that wasn’t going to be a problem. She’d never been shy about her body, and striking some playfully suggestive poses with MJ in skimpy clothes, ending in a thrilling finale in only the sexy underwear they were about to change into, hadn’t sounded so daunting to Felicia. But that was before she’d walked in on them fucking. She hadn’t known there would be something like that to work her up before they started shooting, nor had she known that the suggestive poses would get this hands-on. She definitely hadn’t known that she and MJ would stand so close and do all this touching while the smell of sex still lingered on the redhead. This was turning into a much greater challenge than she’d anticipated, and she didn’t know what to do about it.
“Hanging in there, kitten?” MJ whispered into her ear while giving her tits a firmer grope. Felicia gasped at the touch, and then gasped for an additional reason when she noticed a little half-smirk on Peter’s face as he held up his camera.
Felicia felt like she was starting to understand now. They were playing with her, teasing her, Peter and MJ both. She didn’t know if it was some sort of payback for walking in on them or what, but they were deliberately riling her up. Well, two could play at that game!
“I know I’m much newer to this than the rest of you, but can I suggest a pose?” she asked.
Peter’s eyes lit up. “Of course!” he exclaimed. “No good photographer would ignore the input of one of his models when they’re in the moment and have a feel for the mood.”
“Great.” Felicia stepped out of MJ’s embrace, turned around, pulled her into her arms, and moved her hands back to her ass. This time, though, she grabbed twin handfuls of the redhead’s asscheeks and gave them a firm squeeze. “If I was really her lover, I know I wouldn’t hesitate to squeeze an ass like this.”
MJ's eyes widened in surprise, but she recovered quickly and gave Felicia a grin that told her the teasing was only just beginning.
--
“Okay, what’s the deal with all the teasing?” Felicia asked as she followed MJ into the changing room while they took a break from the shoot to change into their next outfits. There were other changing rooms, so she could have gone into one alone. But it was more important to her to confront the redhead and figure out what this was. “Are you two trying to get back at me for earlier?”
“Get back at you?” MJ laughed and shook her head. “Of course not!” She hooked her thumbs in her tiny shorts and started wiggling out of them, and Felicia was distracted enough to forget her purpose for a moment and stare.
“So why, then?” Felicia asked. As MJ didn’t seem to have a problem changing in front of her, she started taking off her own shorts, deciding she didn’t want to look like a coward.
“Because we saw you enjoying the show you walked in on earlier, and we thought it would be fun to see how far we could push it out there," MJ answered. She pulled her shirt off next and removed her bra without hesitation. Felicia's hands fumbled with her shirt as she stared at the model's beautiful breasts, and she managed to get her arms stuck in the sleeves in the process. MJ laughed and helped her get it all the way off over her head. By the time Felicia's vision was clear, she realized that MJ had already taken her panties off, too. She took a long look at her naked body and reaffirmed to herself that she had plenty of reason to feel jealous of Peter. "But Peter and I both like you a lot, so if all the teasing is too much for you, just say the word, and we'll play nice once we start shooting in our new outfits."
“Too much?” Felicia repeated. “For me?” She shook her head, finding her confidence spiking right along with her arousal while she stared at MJ’s naked body. After tossing her own bra off, she reached around and smacked Mary Jane’s bare ass hard enough to make her gasp. “I don’t think so. I’ll take this as far as you’ll let me.”
“Well, I guess we’re in for a very interesting end of the shoot, then, kitten,” MJ said, groping one of Felicia’s breasts with one hand and picking up her sexy Christmas underwear with the other.
We’ll see who’s calling who kitten by the end of the day, Felicia thought to herself.
--
“That’s great,” Peter said, sounding almost breathless as he moved around and took several shots from different angles of MJ with her hands underneath Felicia’s short red Santa dress. It was almost more like an apron than a dress, really, albeit an apron that squeezed her tits together and had them threatening to pop out. It also had crisscrossing ribbon ties running down either side, starting below her breasts, which left plenty of opening to stare at her legs and chest from the right angle, which she was sure Peter captured. The short red dress also ended just below her ass, and with MJ's hands underneath the dress and cupping said ass, anyone who saw these pictures was going to get a nice look at what the former Black Cat was trying to pass off as underwear. Under the short red dress, all she had on was a red ribbon that started with a bow across her boobs and ran straight down her belly to cover her pussy, and only just. On the other side, the ribbon was effectively a thong, so even before the dress itself came off, these photos were still flaunting more of Felicia Hardy's ass than she'd ever displayed to the public before.
Before the costume change, the teasing may have been restrained just enough for the rest of the crew, aside from Peter, not to notice just how frisky the two models were getting with each other. The sexual tension was now palpable, though, and Felicia could tell that the crew was picking up on the lust in the air while MJ fondled her ass and teased the ribbon between her cheeks with her fingers.
“Now, let’s get a good look up Mary Jane’s skirt,” Peter said.
“Sounds like a winning idea to me,” Felicia said. MJ grinned at her and raised her eyebrows in challenge as she pulled her hands back and waited for Felicia to do her thing. MJ had been as good as her word since they resumed. Her hands had been all over Felicia, groping her breasts through the apron-like dress, licking and kissing the side of her neck while pulling on the top of the dress just enough to give a better view of her boobs, and caressing her thighs when her hands were beneath the dress.
But Felicia wasn’t backing down either. She’d vowed to respond to their teasing in kind and take it as far as they would allow her, and she was living up to that promise. MJ’s tight red and white Santa mini dress gave plenty of opportunities to return fire with fire when it came to the teasing, and Felicia made the most of each opportunity Peter gave her to do so. She’d had her hands all over her boobs, of course, and earlier, she pulled one of the thin red straps off of her shoulder to give everyone a peek at the red bra with white tinsel that MJ was wearing beneath it. She’d touched her legs, too, but now she slid her hands beneath the mini dress and flipped it up, flashing MJ’s panty-clad ass for the camera, which Peter hurried to photograph. She also teased MJ’s pussy, lightly stroking the front of her panties with her index finger. Some of the crew gasped audibly at that, and Felicia smirked at her modeling partner.
“Told you it wasn’t too much for me, kitten,” Felicia said in a teasing whisper. MJ grinned at her and licked her lips.
“I can see that,” Mary Jane said, nodding at her. “Seems like you’re a bold cat after all. Nice to know you didn’t lose your nerve when you gave up your life of thievery.”
“Okay, let’s get those dresses off,” Peter said. “You go first, Felicia.”
“With pleasure.” Felicia pulled MJ’s Santa mini dress off of her, starting with the straps and tugging it down her chest to let Peter get a couple of shots with it bunched around her waist and her bra showing. They turned to offer a rear view when Felicia was about to pull the dress below MJ’s ass, and Peter got more shots of that before nodding at her. With a flourish, she pulled the mini dress down below MJ’s butt and let gravity do the rest, stripping the veteran model down to her red bra and panties with white tinsel lining. Like the experienced model she was, Mary Jane did not look even slightly self-conscious about the entire crew seeing her in a sexy red bra and tiny panties that tried and failed to cover her luscious round buttcheeks. She did flash plenty of desire as she stared straight at Felicia, though, and a photographer as used to setting up for the big action shots as Peter was wouldn’t have failed to take a picture that captured that desire.
“Guess it’s my turn now,” MJ said, stepping out of the mini dress at her feet and reaching for the top of Felicia’s tight little dress. Felicia smiled at her and held her arms at her sides, standing still while the redhead pulled the dress down her body. MJ moved into a crouch as she pulled the dress down her legs and off of her feet, leaving her in only the ribbon with its couple of strategic bows that would have gotten her arrested if she’d worn it out in public, but she was so lost in the sexual tension of their tease that Felicia didn’t even register how little she was wearing in front of a crew of people she barely knew. Felicia was positive that the suggestive nature of the crouch, not to mention the look of want in her green eyes as she stared straight at the ribbon covering her sex, was intentional. Any time someone looked at her like that with their face so close to her, Felicia could usually expect to have their head buried between her thighs within moments. That wasn't going to happen this time, not with an entire crew around. That didn't mean she couldn't keep pushing, though.
“Why don’t I join you down there for the last few shots?” she suggested, dropping to her knees before Peter could either approve or deny her idea.
“Uhh, okay,” he said slowly. “We’ll improvise, then. I’ll leave it up to you two. Do what feels natural.”
At once, MJ’s hand cupped Felicia’s cheek, and Felicia put hers on her waist. They soon got more adventurous, with Felicia stroking MJ’s bare legs and hooking her thumbs in her panty string, teasing that she might tug her panties off. MJ was no less bold with how she touched Felicia, running her hands all over her body, anywhere the ribbon didn't cover, which was pretty much everywhere. She also played with the ribbon itself, gripping it near Felicia's crotch and moving it just far enough to the left that it looked like she was about to tug it aside and bare her pussy right there in the studio. Then, she grabbed the bow over Felicia's breasts with both hands and took the first step to untying it. If she completed that process, the top half of the ribbon would fall straight down below her breasts, and she would be topless in the studio.
“Holy fu—I mean, yes, that’s perfect,” Peter coughed. “Okay, if you just want to hold onto each other’s panties and, uh, bow, I think this would make a great shot to close on with the ‘kiss.’”
“Why stop there?” Felicia said, her voice low and so sultry that she was sure every member of the crew could hear how fucking horny she was. “You don’t want to let go of that bow, do you?”
“Only after I’ve finished untying it,” MJ replied quickly.
“Then do it,” Felicia breathed. “Like Peter said, let’s do what feels natural.”
Mary Jane needed no more invitation than that. She untied the bow and let the ribbon it was holding up fall down to her waist, baring Felicia’s breasts for everyone in the studio. Felicia heard a murmur from the crew, but she ignored it, focusing only on the sexy redhead who grabbed her wrists and pulled her hands up to grab her bra straps. Felicia immediately pulled them down her shoulders, undid the little clasp in the front, and pulled Mary Jane’s bra off. She’d already seen her tits earlier in the changing room, but she still let out a little growl now as she saw them again. Mary Jane smiled at her, grabbed Felicia’s tits, and gave them a grope. Felicia imagined Peter and the crew were getting shots of this, but she wasn’t thinking about the modeling shoot at all anymore.
Her hands went to MJ’s ass, wedging her panties up so she could squeeze her cheeks as she leaned her head in. The end of the shoot called for them to go in for a kiss under the mistletoe, but it was the act of going in and looking into each other’s eyes as their lips nearly touched that was meant to be the finale. No actual kissing was necessary. Of course, the shoot hadn’t called for them to get topless, either, but that hadn’t stopped them. MJ held up the mistletoe, as planned, but when Felicia swooped in, she didn’t stop until their lips touched.
Felicia ignored everything around her as she groped MJ’s ass and kissed her soft lips. She tasted incredible, and Felicia quickly moaned and tilted her head to try to taste even more of her. MJ indulged her, welcoming her tongue and meeting it with hers as she groped Felicia’s tits and rubbed her nipples. It was more action than Felicia had gotten in longer than she could say, and she quickly felt the desire for more well up within her. She took her hands off of MJ’s ass and was halfway to grabbing her panties to pull them off before the other woman grabbed her wrists again and pulled them away from her body. MJ pulled her lips away as well, and Felicia huffed in frustration. The redhead seemed amused by that, smiling at her.
“I wouldn’t mind feeling those hands all over me, but we do have an audience,” MJ whispered. Felicia took a deep breath and nodded. She’d gotten so caught up in the excitement brought about by all the teasing that she’d been lost in her own little world there, but MJ was right. This wasn’t the place.
They stood up together, and the crew applauded them. “Way to commit to the shoot!” one of them cheered. If only she knew how close she’d been to watching Felicia attempt to hump the sexy redhead right on top of the fake snow decorating the set!
“It went a bit beyond what our advertising partner requested,” Peter conceded. “But they wanted sexy and passionate, and they definitely got it. We’ll leave it up to them to decide what they want to do with those final few shots.”
Felicia honestly wasn’t concerned about how the lingerie designer who’d paid for the shoot felt about the final product. Even the applause from the crew didn’t mean much to her. As members of the crew handed her and MJ robes to preserve what was left of their modesty, all Felicia really wanted was to get Mary Jane Watson alone.
--
There was nothing Peter Parker wanted to be doing less right now than picking up fake snow or packing up an artificial Christmas tree to be shipped back to the lingerie company that had paid for today's modeling shoot. What had just happened between his gorgeous model girlfriend and his sexy, sultry (hopefully) former cat burglar ex was without a doubt the hottest thing he'd ever seen in his life. He and MJ were hoping that Felicia wouldn't back down from the teasing, but she'd pushed the envelope so much further than he could have dreamed of. They'd gone away quickly once they threw those robes on, and Peter longed to follow after them. But he never wanted to be one of those annoying lead photographers who treated his crew like they were beneath him and expected them to handle all of the boring work. He made it a point to help in the set-up and clean-up before and after every shoot, and he wasn't going to leave them hanging just because the pair of sexy, half-naked ladies who each held a claim on his heart were off together somewhere, alone, after making out on set.
“Take your hands off of that tree, Peter,” his assistant, Blake, said, coming over to grab the top half of the artificial tree before Peter could pick it up. “The crew and I will take it from here.”
“But I can’t leave you guys to clean up alone,” Peter said, shaking his head. Blake laughed and tightened his grip on the tree, refusing to let Peter take it. He could have taken it, of course; Blake wasn’t a weakling or anything, but he couldn’t hope to win a tug-of-war with Spider-Man.
“When James asked to leave twenty minutes before the shoot was finished last Tuesday so he could pick his daughter up from ballet, you shooed him off and handled his responsibilities at the end, and did his share of clean-up, too,” Blake said. “And there was the time you showed up on what was supposed to be your day off because Sally was sick and we needed a replacement, and of course no one’s gonna forget you staying an hour and a half late three days in a row to do the work of like half the crew so we didn’t fall behind when the flu was going around.” Peter tried to speak up, but Blake talked right over him. “Everyone on this crew appreciates how selfless you are, Peter. Now it’s our turn to do a little something for you. We’ve got this. Go find your girl, and her...uh, friend.”
Part of Peter still wanted to say no and offer to stay and help, but he saw the other members of the crew grinning over at him while they worked together to clean up the set, put away the accessories and decorations they’d brought, and handle everything else that came at the end of a shoot. As he pictured MJ and Felicia, alone together and still in those robes, or better yet, maybe not in the robes anymore, he decided he could leave the boring stuff to the rest of the crew, just this once.
“Thanks, Blake,” he said, turning around and holding up his hand in a wave for the rest of the crew. “Thanks, guys. Owe you one!”
He hurried off down the hallway of the studio, away from the set they’d been using and in search of his girlfriend and his...well, his Felicia, whatever she was to him these days. The only other modeling shoot scheduled for the day had been in the early afternoon, well before they started, so there was no one else in the building aside from the crew. That made the giggling that he heard from one of the closed sets a bit farther down the hall stand out all the more, and he hurried in that direction. He poked his head into the bedroom set and found Felicia and MJ inside, on the bed. Rather than doing anything sexy or playful on the bed, though, they were just cuddled up together and giggling at whatever they were watching on MJ's phone. The robes were still on, but that did let him appreciate their bare legs and feet in full view. Felicia had one of her legs over MJ's so she could cuddle her close and watch whatever video was making them giggle together. It wasn't quite what he'd expected to walk in on, but it was fascinating in its own way.
Felicia noticed him standing in the set doorway and nudged MJ with her shoulder. His girlfriend looked over at him and laughed at the look on his face. He wasn’t sure if he looked disappointed, confused, or what, but she clearly found his expression funny, whatever it was.
"Aww, are you disappointed that you didn't walk in on us fucking, spider?" Felicia teased. Peter stammered and shook his head, feeling flustered, but MJ didn't leave any time for him to try to defend himself.
“It was a reasonable assumption, to be fair,” MJ said. She turned off her phone and put it down on the bed, turning her head toward the woman cuddling her. “You and he have plenty of history together, and all of us know that your relationship didn’t end because of any lack of attraction or physical chemistry.” Felicia giggled again and shook her head.
“Yeah, that definitely wasn’t the problem,” Felicia agreed. Peter shook his head. He and Felicia hadn’t worked out because a crime fighter and a cat burglar were diametrically opposed to each other, but in the bedroom, they had always been very compatible.
“And he’s not the only one who finds you attractive,” MJ said, putting her arm around Felicia’s waist and grabbing her hip over the robe. “I think you saw that out there, and I’m pretty sure you demonstrated that the feeling is mutual.”
“Can’t argue with that,” Felicia said, smiling. She flashed a mischievous grin and put her hand on MJ’s chest, feeling up one of her breasts through her robe. MJ giggled and rubbed the back of her hand.
“So, that being said, I’m open to exploring this further, and seeing where the mood takes us,” MJ said.
“Really?” Felicia watched her with keen interest. “You mean, you know, a ménage à trois?” She looked back and forth between MJ and Peter, and the look on her face reminded Peter of how she would light up when they were out together somewhere and she saw something she wanted to target.
“I wasn’t going to use such a fancy term,” MJ laughed. “But yeah, that’s the idea. I trust Peter, and I trust you, too. If you’re both up for it, I’d like to give it a shot.”
She looked at Peter, and he offered an instant reply. “I’m in,” he said at once.
“Oh, I’m so in!” Felicia said excitedly. She actually gave a little fist pump in celebration that Peter found pretty fucking adorable. “I promise I won’t let you down.” MJ looked like she was about to scoff and tell her it was ridiculous to even think that was a possibility, but Felicia planted a kiss on her before she could say a word. As the kiss deepened, and MJ turned her head and put her hands on the white-blonde woman’s shoulders, Felicia tugged the top of her robe aside. She broke the kiss and leaned her head in to kiss MJ’s nearest breast and suck on her nipple. MJ sighed, and around the time that Felicia pulled the other side of her robe out of the way so she could start sucking on one breast while fondling the other, Peter’s girlfriend tugged on her robe as well.
Peter shifted his stance, feeling his dick beginning to respond to the sexy show being put on over on the bed. He didn't think they were deliberately trying to arouse him as much as they were just getting into their kissing and groping, and that made it even more arousing for him to watch. They moaned into each other's mouths and giggled as their hands wandered over each other's bodies, and despite being ignored for the moment, Peter felt extraordinarily lucky to be on this bedroom set with them. And speaking of the set, he decided to close the door to it behind him. The rest of the crew shouldn’t have any reason to come this way, and they were probably close to done cleaning up anyway, but better safe than sorry, he figured.
“You’re getting a free show,” Mary Jane said, finally looking his way in between kisses. “The least you could do is take your pants off and show us how much you’re enjoying it.”
“Uh, right,” Peter said. He unzipped his pants and shoved both them and his underwear down his legs, kicking his shoes and socks off as he did. Both girls were acquainted with his dick, albeit MJ far more recently than Felicia, but they still made appreciative noises as he grabbed his erection and began to stroke it for them.
“Wow,” Felicia murmured. “Is it me, or did you get bigger since the last time I saw you, spider?” That made MJ laugh.
“Would you believe I said almost the exact same thing the first time we fooled around after we got back together?” Peter’s current girlfriend asked. “You’ll be happy to find that he knows how to use it at least as well as you remember.” MJ’s robe was already halfway hanging off of her, both breasts exposed, but she shrugged it all the way off now, stripping down to only the red and white Christmas panties she’d still been wearing at the end of the shoot. “Actually, he might very well be even better.”
“Ooh, now this, I have to see," Felicia cooed. She slipped out of her robe as well and joined MJ in climbing off the bed while wearing only the ribbon they were trying to pass off as underwear. The top bow was still untied, so her bare breasts jiggled right along with MJ's as they got down on their knees and crawled across the floor of the set toward him. "Let's see you stroke that thing, big guy."
Peter jerked off in front of them, happy to do as they asked. He didn’t see how watching him jerk off could make for a sexy show at all, certainly not compared to him being able to watch the two of them making out on the bed. But they stared at him with great interest, and MJ licked her lips while Felicia made little cooing sounds, so it seemed like they enjoyed watching him beat off in front of them.
“Think it’s time for us to jump in there and get this ménage à trois started?” MJ asked, glancing at Felicia out of the corner of her eye while continuing to face Peter’s dick on her knees.
“Hell yes,” Felicia said, reaching out to touch Peter’s dick for the first time in close to a year.
--
Felicia was having more fun than she’d had in, well, however long it had been since the last time she and Peter fucked. Longer than that, probably. Sex with Peter had always been great, and she’d had lots of fun sucking his dick, too, loving the way she could make him moan her name and grab her hair. But blowing Peter with MJ on her knees right next to her and doing her things as well added a whole new level of excitement to the performance.
There were some things that were just better when you had a partner, and it turned out that sucking Peter Parker's dick was one of those things. They'd licked at his cock together for a bit, each of them taking a side and running their tongue all over it, though their tongues met frequently while they were doing so. Rather than being a problem, all that tongue contact only made the double blowjob more enjoyable for Felicia, and from the sound of it, MJ and especially Peter would probably say the same.
Peter looked like he was in heaven as she and MJ blew him together, and why wouldn’t he? Felicia had always been confident in being able to use her mouth to please a lover, and she learned quickly that Mary Jane Watson was quite a talented cocksucker in her own right. Either of them could have given Peter a great blowjob on their own, but together, they were blowing his fucking mind. They worked out a rhythm of licking, suckling, blowing, and teasing that had him groaning and clenching his hands into fists in a clear sign of an internal battle of self-control as he tried his hardest to enjoy this as long as he possibly could. Most men probably would have broken not long after they started trading off with one of them sucking his cock and the other licking and kissing around the base, but Peter had always been good about hanging in there, and he managed it again now.
“Hey,” Felicia said, looking at MJ after pulling his cock out of her mouth. “You mind if I show you a trick Peter and I used to use on each other when we were together?” MJ planted one more kiss on the base of her boyfriend’s dick before pulling her head back.
“Go right ahead,” MJ said. “I’m always up for learning something new.”
“You thinking what I’m thinking, spider?” Felicia asked after she climbed back up to her feet. She untied the bow near her pussy and pulled the remnants of her little ribbon underwear all the way off, grinning as Peter stared hard at her smooth sex like it was a treasure he’d thought lost to him forever.
“I think so,” Peter said.
--
Mary Jane was impressed. Honestly, she didn’t know how well she could have sucked Peter’s cock while hanging upside down in his arms, but Felicia was giving him one hell of a blowjob despite everything being flipped on her. Then again, Felicia said that this was something they’d done often back when they were together, and she hadn’t needed to explain anything to Peter before he lifted her up, spun her around, and held her at the perfect height for her to get her lips around his cock and start sucking while his head dove between her thighs and he started to lick her pussy.
Peter giving excellent head was less of a surprise to MJ. She was already very pleasantly familiar with how good he was at eating pussy, and holding Felicia up in a standing 69 so they could pleasure each other at the same time clearly did not interfere with his ability to eat her. It took a strong man and an athletic woman to pull this off with any success, but MJ could see for herself that Peter and Felicia were managing just fine, to say the least, what with all the bobbing, slurping, and licking that had them both moaning. As expected of Spider-Man and Black Cat.
MJ was no strong superhero or agile and athletic cat burglar, but she could still do her part to make their standing 69 even more enjoyable for both of them. “Here, let me help you,” she said, still down on her knees. She brushed Felicia’s white-blonde hair back and helped her keep it out of her face, which was obviously hard for the former thief to manage while she was hanging upside down in Peter’s arms and sucking his cock. Peter didn’t have the same struggle, but MJ made her presence felt with him by licking and sucking on his balls while their 69 continued. Felicia gave her a hum of approval and gratitude around their man’s cock, and Peter audibly moaned into his ex’s pussy louder than ever once MJ’s lips and tongue started working his balls. These two may have had a great thing worked out when they were together, but MJ was pleased that she could jump in and do her part to make it even better. With luck, that feeling was just beginning for all three of them.
--
“That was fun,” Felicia said after skillfully dismounting Peter and landing on her feet, not unlike a cat. She turned her attention to MJ and grinned. “And it was even better with you there with us, red.” She gave MJ a playful shove, and the redhead did the rest of the work for her, letting herself fall back-first onto the bed. MJ crawled backward on the bed, making room for Felicia to climb on with her and crawl up her body. Despite her desire, she took her time, teasingly tonguing her way up MJ’s bare body. She dipped her tongue into her belly button, licked along her flat stomach, and moved up over her so their breasts were pressed together. She moved her head down for a kiss, and MJ’s lips were right there to meet hers. They moaned into each other’s mouths, picking up where they left off earlier. This time, there was no one else around to worry about, and no such thing as going too far. MJ didn’t stop her this time when she moved her hands down to slide her panties off. She lifted her hips to help, in fact, and once they were off, she reached down and grabbed Felicia’s ass with both hands.
“Here she is, Peter,” MJ said, breaking their kiss and groping Felicia’s buttcheeks. “The one that got away; the one you never thought you’d be with again. She’s right here, ready and waiting for you to come and take her. Get your ass over here and fuck her!”
“Fuck,” Peter groaned. Felicia couldn’t see him, but she could hear his footsteps hurrying to join them on the bed, and felt the bed shift as he got into position behind her. Felicia waited for him on her hands and knees above MJ, and smiled down at the beautiful redhead as he grabbed her hips and lined his cock up. She hoped Mary Jane realized how grateful she was to her for making this reunion possible for her.
Felicia wanted to scream with joy, thank her lucky stars, thank MJ for handing those lucky stars back to her, and sing Peter’s praises all at once when she felt his cock sliding into her for the first time in close to a year. Nothing had ever felt as good, and she’d never had this kind of chemistry with anyone else before. Having him back inside her, feeling him grabbing her hips and thrusting into her once again, wasn’t something she’d ever expected to experience again after their relationship fell apart. She didn’t know how to express how fucking good it felt or how happy she was that they were here, but maybe she didn’t need to. As Peter quickly built up speed and fucked her harder, and her breasts bounced and rubbed against those of the woman beneath her, MJ squeezed her ass harder and claimed her lips in another kiss.
The Black Cat had her spider back, thrusting away from behind with that big dick she’d missed so much and demonstrating quite conclusively that sex with him really was every bit as good as she remembered it being. And now, with the gorgeous redhead model that Felicia had been crushing on for months beneath her, kissing her passionately and squeezing her ass while her former lover fucked her, it was somehow better than ever.
--
Making out with Felicia while Peter screwed her on all fours was already as great a payoff to all the teasing they’d done today as Mary Jane could have hoped for, and that was before Peter pulled out of his former lover and moved his cock down to give her a turn as well.
She hadn’t felt left out at all while Peter was fucking Felicia, any more than she had while watching their athletic standing 69, but the ménage à trois, as Felicia put it, was even better when all three of them were involved at the same time. There wasn’t as much space for Peter to fuck her, but that was a problem she welcomed, since the tight squeeze existed because Felicia’s sexy body was still on top of hers. It was easily rectified, anyway. Peter helped her lift her legs in the air for easier access and greater leverage while she got her turn with his dick. He didn’t pull back as far as he normally would, but he was still able to give her a wonderful fuck at a steady pace. Besides, there was so much more for her to focus on and enjoy in addition to the already huge thrill that always overcame her when Peter was dicking her down. She got to make out with Felicia throughout it all, and the other woman moaned into their kiss while Peter moved one of his hands between her legs and fingered her.
When Peter pulled his dick out of her after a few minutes and went back to fucking Felicia from behind, it was MJ’s turn to moan into the kiss thanks to Peter’s fingers tending to her. He knew exactly how she liked it, so he didn’t have any trouble making her buck her hips against his fingers even while he understandably spent most of his time focusing on fucking Felicia. All it took was two fingers wiggling inside of her, stroking her G-spot with ease and experience, and his thumb teasing her clit, and MJ’s moans rivaled Felicia’s.
He moved back and forth between them regularly, giving them both a very satisfying fuck while it was their turn, showing his aptitude to keep whoever was waiting happy with his fingers, and occasionally switching things up by slapping Felicia's ass for good measure. On and on he went, and somewhere around her fifth or sixth turn with his dick inside her, MJ started to get dragged down into a haze of pleasure that she might have to ask for a break from if she wanted to hang on.
"Okay, I need a second," Peter gasped, pulling out of Felicia slowly. That was a surprise. He had really high sexual endurance, and usually it was she who needed to ask for a second to catch her breath. In fairness, though, he was the only one having sex no matter whose turn it was, so it was understandable that he might need to step back.
"Be right back," MJ panted, crawling out from under Felicia and climbing off the bed. While she went to grab her purse, she heard a sharp slap that could only be Peter smacking Felicia's ass, followed by her giggle a second later.
“Not too tired to spank my ass, I see,” Felicia teased.
“Never,” Peter said. “It’s been way too long since you’ve been on your hands and knees in front of me. I’m pretty sure my hand would keep smacking your ass on its own even if I passed out.”
“How sweet,” Felicia said. “You still know the way to a girl’s heart, spider.”
“He knows the ways to a few other parts of a girl, too,” MJ said. She waved around the bottle of lube she’d pulled out of her purse, and once Peter saw it and recognized it, she tossed it at him. “Catch.” Peter caught the bottle easily, smirking, and MJ grinned at Felicia as she returned to the bed. “We have a trick of our own to show off.”
--
Mary Jane moaned into Felicia's pussy as they ate each other out. She had plenty of reason to moan, what with Peter fucking her from behind. Felicia knew how good that felt, but she also knew that MJ taking it doggy style while they went down on each other was not the main event. If it were, they wouldn't have spent all that time thoroughly lubing her anus up.
After they’d been at it for a few minutes, Peter pulled out of MJ’s pussy and aimed his cock higher. She moaned and squeezed Felicia’s thigh as he slowly slid into her ass, but it was obvious to her that this wasn’t MJ’s first time taking that big dick up her butt. If that hadn’t been obvious with how practiced they were with the routine of prepping her, Felicia would have been able to tell based on how easily they fell into a rhythm. Peter knew how hard he could push it, how fast and how deep he could go without crossing the line that separated pleasure from pain.
Felicia could tell that Mary Jane had been impressed by her and Peter’s standing 69 display earlier, but it was her turn to be impressed now. That was a big dick to take in any hole, let alone having Peter stick it up her ass. Felicia, despite her adventurousness, had never quite gotten around to inviting him to spread her cheeks before their relationship ended, but MJ seemed incredibly comfortable with Peter’s dick in her ass, or as comfortable as one could be, at least.
It was a fascinating view for Felicia, below MJ and continuing to eat her out while Peter railed her ass from behind. Those big balls were swinging above her face, evidence of how fast he was moving, but MJ kept eating her pussy out like she was as comfortable as could be. Peter occasionally pulled out of MJ’s ass and stuck it back in her pussy for a minute or two of thrusting while taking a break from the anal, and most of the time, he poked Felicia’s lips with the tip and let her suck on it for a bit before he went back to fucking her ass. Felicia never hesitated to suckle it. She’d rimmed a girl before, so she wasn’t squeamish about that, and the lube had a pleasant cherry flavor to it that reminded her a bit of kissing MJ’s lips.
Always, though, everything else took a back seat to Peter taking aim and rocking that big dick back and forth in his girlfriend’s ass. It was incredible to watch, and Felicia did not feel neglected even slightly just because she couldn’t get his dick anywhere other than in her mouth from this position. She felt like a lucky cat indeed as she watched that exciting anal display taking place just above her face, and MJ made sure to keep her heavily involved throughout with her consistent licking. MJ sure as fuck knew how to swirl that tongue around and make a girl happy, and her being able to do it so consistently even while Peter was fucking her ass with speed that seemed significant to Felicia was just one more thing to be impressed by.
MJ figured out how much Felicia liked a bit of pussy rubbing while her clit was treated to heavy breaths and light kisses, and she lavished her with plenty of all of it. Between that, the erotic anal action taking place just above her face, and the occasional chance to suck some cherry-flavored lube off of Peter's dick, Felicia had all that she needed to moan into MJ's pussy and pinch her thighs as she came.
She was pretty sure that Mary Jane came as well, though she was so distracted by her own orgasm that it was hard to keep track of what was going on above her. The redhead definitely moaned around her clit like she had plenty to be happy about, at least. But if she was reasonably certain that MJ got off, she knew beyond question that Peter came. His reactions were rarely subtle when he came, and that was true again now. She heard him groan loudly and watched him squeeze MJ’s cheeks as he started to fill her ass up with his cum for several spurts. He pulled out of his girlfriend at the end and spent the last few shots of seed on Felicia’s face. She closed her eyes and smiled as Peter’s cum hit her left cheek, then across her lips and diagonally across the bridge of her nose, ending in a final sticky blast on her forehead and the middle of her eyebrows.
Her spider had made a mess of her, with some help from his sexy girlfriend, and she would gladly stay messy all night if she could.
--
“Wow,” Peter said. He had his right arm under MJ’s back and rested his hand on her hip as they lay on their backs. “I can see why you were so big on wanting to try a threesome, MJ. That was pretty fucking amazing.”
MJ laughed beside him and ran a hand across his sweaty chest. “Take it from a girl who did a lot of partying in her ESU days, most threesomes aren’t that good. That was the best I’ve ever been a part of, in fact.”
“I told you I wouldn’t disappoint,” Felicia said, smiling at them as she sat on the edge of the bed. She was still on the bed with them, and still naked, but she wasn’t sitting close enough for Peter’s other arm to reach her. She didn’t really know what was happening or where they stood now that the fun was over, so she decided to play it casual, rather than going in for a cuddle and expecting Peter to treat her just like he treated his actual girlfriend. “If you lovebirds ever feel like spicing things up again, I’m just a phone call away.”
Peter sat up and faced her, and MJ wasn’t far behind. “We were thinking it’d be a lot simpler than that,” he said.
“I said the attraction was mutual, didn’t I?” MJ said, looking at her. “But it’s deeper than that, for both of us, or at least I think it is.” She scooted closer to Felicia and reached out to put a hand on her bare knee, and Felicia didn’t stop her. She swallowed, surprised at how nervous a hand on her knee could make her feel after everything they’d just done in this bed.
“MJ admitted that she’d developed a little bit of a crush on you over the last few months, and for me, well, I never really stopped thinking about you,” Peter shrugged.
“We’ve talked about this, and decided a while back that we wanted to try, you know, bringing you in.” MJ used her other hand to gesture between her and Felicia, then Felicia and Peter, and finally, Peter and herself.
“Like a real ménage à trois, you mean?” Felicia said. “A relationship?” She was still trying to sound casual about the whole thing, but her heart was pounding in her chest. Tonight had been the fucking best, and not just because the sex was so incredible. Peter and MJ were both great in bed, but it had worked so well and felt so good because it was them she’d done it with; her spider, who she’d never stopped loving, and his sassy, sexy model girlfriend who she’d fallen for.
“Yeah,” Peter said, nodding. “We pretty much set that whole thing in the changing room up, to try and figure out if you were interested.”
“Mission accomplished there, I’d say,” MJ said smugly, making Felicia snort. She ran her hand higher up, moving from Felicia’s knee to her thigh. “And now that we’ve proven how incredibly compatible we all are together in bed, Peter and I are ready to take another step, and test whether we’ll be just as compatible with our clothes on.”
“Sounds like a wild and risky idea,” Felicia said slowly. “Especially for you two. You’ve already got something good going together. What if this goes wrong?”
“What if it doesn’t?” MJ countered. “What if we can feel the way we felt today all the time?” She shrugged one shoulder while lightly stroking Felicia’s thigh. “Yeah, it’s a risk. But I think it’s one worth taking.”
“I never stopped loving you, spider,” Felicia admitted, swallowing back her anxiousness. After how honest they’d been, playing it casual and keeping the true depth of her feelings to herself was no longer an option. And Peter’s wide smile at her confession made it all worth it, even before she put a hand on MJ’s cheek and watched her close her eyes and lean into the touch. “And I’ve fallen for you pretty damn hard, too, red. So, if you two really want to give this a try, I’d have to be an idiot to say no. Let’s go for it.”
MJ smiled, turned her head to kiss Felicia’s fingers, and then grabbed her hand. “Then come cuddle with us, kitten.”
Felicia laughed and happily linked the fingers of her other hand with Peter's. "There's only one kitten here, and it's not me," she said playfully as she allowed herself to be pulled onto her side and turned into the meat in a Peter/MJ sandwich after all. Despite their nudity, and the entire set room still reeking of sweat and sex, her sandwiching was not nearly as sexual as it had been in her head when the thought first occurred to her in the changing room earlier that day. But that made it even better.
She had no clue how this was going to turn out. But if the three of them were even half as good together with their clothes on as they had been on this bedroom set, they were in for quite an adventure. And speaking of adventures, she could already feel an idea coming to her.
“Say, kitten,” she began, getting MJ’s attention. “How do you feel about role-play?”
Sexual role-play had been pretty fun when she and Peter were dating. Considering how everything had gone with the three of them together today, though, she had a feeling it would be way better with Mary Jane making it a trio.