Note: This story was dynamically reformatted for online reading convenience.
 
 A race between Spider-Man and the Black Cat ends on a high.  MF.

   Black Cat / Spider-Man: Top of the World

   by

   JTCIII

   Author's Note: This story is set during the period where Spider-Man was
first dating the Black Cat and was wearing his black costume, before he
discovered it was a living entity.  Both characters are TM and (C) Marvel
Comics and their use here is meant strictly as parody for readers 18 years
and older.

   I actually started this story a while ago (around the time I wrote
Catwoman: The Eros Formula), so if some parts seem a bit rough, that's the
reason.  I figured I'd been sitting on it so long now that I might as well
finish it off and get it out there.  That said, I hope you like it.

   Voting and feedback is always very much appreciated.  Thanks!

   *

   Using all his strength, Spider-Man swung upward on the webline until it
reached its apex, then coiled his muscles and launched himself high into
the night sky.

   With nothing to hold him there, he began a series of aerial acrobatics
that, had anyone been able to see them, they would have floored their
audience with their rapid, intricate beauty.

   He allowed himself to fall for only a short while -- though it felt much
longer than it actually was -- before he fired off another webline and came
to land on the rooftop he'd been aiming for.

   Made it.  And under five minutes, too.

   With nothing else to do, Spidey perched himself on the edge of the
building and looked out at the city beneath him, pulsating with life and
light.

   A faint ringing of his spider-sense alerted him to a presence behind
him. He smiled underneath his mask.

   "Hi, Felicia." He said.

   The Black Cat dropped down onto the rooftop, pouting.

   "Damn!  Not only did you beat me here, but you heard me coming, too.  No
fair."

   He turned around to look at her.

   "Sorry, Cat.  But the Amazing Spider-Man pulls no punches in a skyline
race.  You're just gonna have to try and keep up next time."

   "Oh, shut up," she said, poking her tongue out at him.  "You have
superpowers.  I don't."

   "That's what all the losers say," he replied, before she playfully
punched him in the arm.  "Heh heh...ow."

   They both returned their attention to the skyline, the buildings
reflecting the moon's light.  They were on the highest peak of the GE
Building, the center of Rockefeller Plaza.  It had all begun with a frisky
Felicia challenging the webslinger to a cross-city race, and while he was
in the middle of agreeing to it, she had already set off to assure herself
a head start.

   "It's beautiful." Black Cat said, admiring the sight of the city.

   "MmHmm." Spidey replied.

   "You know," she said, lacing her arms around his chest from behind him.
He could feel her breasts press up against his back and felt a little giddy
at the prospect.  "All this racing is enough to get all the adrenaline
pumping...  get a person all worked up.  You worked up, Spider?"

   Her hands started to trace the definition of his chest and abs, and with
a stifled cough he replied;

   "Uh...I guess you could say I am.  Sure."

   Though they'd been dating for months now, they were still yet to have
sex.  They'd made out plenty of times, almost exclusively on rooftops, and
though they had gotten pretty far on a few occasions, something had always
happened to prevent the action from occurring.

   It was starting to weigh on Peter's mind, especially after seeing
Felicia again after he'd gotten back from the alien Battleworld and all the
craziness that had gone on there.  Thanks to that unforeseen trip, and the
number of times he almost died on it, he'd come to realize how much he
cared for her.

   True, he'd been somewhat hurt by her less-than-enthusiastic reaction
when he revealed his secret identity to her.  Her disappointment with his
living arrangements -- and his appearance -- played anxiously in the back
of his mind.  Despite how hard she tried to mask her feelings, Peter knew
she was in love with the Spider, and not so much with the Man.

   But that didn't matter.  He cared for her, and they had fun together. 
Her enthusiasm and carefree spirit were incredibly appealing to him, even
if it meant she got him into trouble every now and then.  And the fact that
such a ravishingly beautiful woman with such an incredible body had a thing
for little ol' Peter Parker -- well, it was enough to get his blood
pumping.

   And then, with the suddenness of a webline shooting across the night's
sky, an amazing idea occurred to Peter.  Felicia would be the first girl to
have sex with him that knew about his powers!  He wouldn't have to mask his
strength, wouldn't have to conceal his abilities.  In fact, Peter realized
with a slowly growing amount of embarrassment, he could use his powers to
his benefit.  And to Felicia's.  He couldn't believe that he hadn't thought
of this before!

   But as quickly as the concept had come, he was starting to doubt it. 
Wouldn't it be an abuse of his powers, and the responsibility he had to use
them justly, to exploit them in such a way?

   One look at Felicia -- her body in the moonlight, the wicked twinkle in
her eye -- and the doubts were quickly dispelled.

   'So I use my powers for something other than fighting crime for once. 
It's no different than using them to take pictures for the Bugle so I can
pay the rent.  Only this time it's a whole lot more fun.'

   Peter was soon beaming beneath his mask.

   "Whatcha thinking about, Spider?" Felicia cooed into his ear, her lips
brushing along the side of his masked face.

   "Only you, Cat.  Only you." He said, turning towards her and stepping
down from the ledge he'd been perched on.  "C'mere, you.  I'm going to make
this a night you won't soon forget."

   "Ooh!" Felicia squealed in delight, melting into his embrace.  "You
promise?"

   His costume, made of the black material he'd found on Battleworld and
responsive to any mental command he gave it, retracted his mask enough to
expose his lower face, and not a moment too soon as he joined Felicia in a
passionate kiss, followed by another and another.  Their tongues danced
against each other, their hard bodies pressing into one another with
growing need.

   Peter slid his hands from Felicia's waist to her back to her ass,
squeezing and stroking all the while.  Finally his hands ran up her chest,
squeezing her supple, delicious breasts through the material of her
costume.

   "Mmm!  Oh, Spider!" She moaned her approval, raising her chest up to his
touch.  He flicked her tongue with his as his fingers fumbled around her
cleavage, searching for her zipper.  His heart was pounding so hard it felt
like his spider-sense was tingling, his face growing warm with
embarrassment as he struggled to free her from her outfit.

   Felicia pulled away.  Peter grew suddenly concerned that she had changed
her mind about all this, but she was grinning with far too much relish for
that to be the case.

   "Rip it." She told him.

   "Rip it?" He repeated.  "Your costume?  Really?"

   "Come on, Spider.  Live a little!  Now rip it." She said, pressing her
breasts back into his open hands.

   "You're the boss." He said, gripping her costume and, with one quick
pull, tearing it apart.

   "Wow!" She said, laughing delightedly.  "I meant a little tug, but you
really went for it, didn't you?" She stood now wearing nothing but her
mask, gloves, boots, and the tattered remains of her costume, her nipples
hardening from the brisk wind, the moonlight reflected in her fine thatch
of platinum pubic hair.

   "Uh, sorry.  I guess sometimes I don't know my own str..." Peter
replied, but she cut him off with a quick, deep kiss.  Her body was so hot
and smooth pressed up against his.  He felt a contact high just from
touching it.  He never dared imagine, in the midst of his nerdy high school
years, pre-spider bite, that a woman as incredible as Felicia Hardy would
ever want anything to do with him.

   But now here he was, with her standing naked in front of him beneath a
full moon, getting ready to fuck the former cat burglar -- the beautiful
woman who'd changed her criminal ways, all in a bid to win over his
affections.

   His cock was throbbing in time with the hammering of his heart -- a fact
that the Black Cat didn't fail to miss as she pressed her thighs against
his crotch.

   "Mmm!  You want it bad, don't you, Spider?" She whispered in his ear. 
"You want to fuck my little pussy, don't you?  You want to give my pussy
all the cream you have to offer.  Is that right?"

   "More than anything, Felicia, yes." He replied.  She squeezed his cock
through his costume.  He groaned.

   "You're going to have to do something for me first," she said, taking
his hand in hers, leading it down between her thighs.  "You're going to
have to show my pussy a good time."

   She pressed his hand up against her exposed slit.  It was smouldering
for him, her outer folds already slick.  He sent a signal to his costume,
wanting to free his fingers, but Felicia stopped him.

   "I want to feel your gloves inside me." She said, her teeth flashing a
feline smile.

   "...Happy to oblige." He said, though his tone was less animated than it
would normally be.  Now it was low and serious, and the sound of it sent a
chill through the Black Cat.  Spider-Man was notorious for his wisecracking
nature.  Nothing could ever keep him from slinging jokes like he slung
webs. Nothing, it seemed, except for her.

   Now she was being distracted by another sound.  It was the squelching of
her cuntlips as Spider-Man parted them open, her juices dribbling from her
slit as he diddled her with his fingertips.

   She locked one hand around his wrist, forcing her thighs onto his
fingers as her other hand raked across his shoulders.

   "Ohhhh shhhhhiiiiit..." She murmured, her eyes closing.  "That's it,
lover.  Thhhhhat's it."

   She rolled her hips as he sank two fingers inside her.  Her breathing
growing heavy, Felicia nipped at his lips, licking at them teasingly,
taunting him into kissing her.  He took the bait, coiling his tongue around
hers as he fingered her twat.

   "F-fingerfuck me, Spider!" She urged him on.  "Frig my tight cunt!"

   He was too focused on the job he was performing to respond, though her
words didn't fail to excite him.  They urged him, in fact, making him build
up speed, his knuckles rubbing against her labia and his fingertips
brushing her g-spot.

   "Oh God!  Oh Jesus, yes!  You're getting me so...sooo..." She pressed
her bouncing tits up against his chest, her thighs rocking hard as she
panted against his cheek.

   She was mewing and moaning so much that Spider-Man knew that it wasn't
long until the Black Cat came.  Looking to prolong the agonizing ecstasy of
it, he pulled his fingers from the thick, bubbling liquid of her honeypot
and grabbed her ass.

   With a display of graceful strength one would expect of a superhero, he
hoisted her up into the air.

   "Spider!" She yelped but, knowing enough to go with it, she planted her
thighs on his shoulders.  She quickly wrapped her legs around his head,
pressing her feet into his back, her pussy now perfectly positioned in
front of his face.  She balanced herself with her hands on his head,
grasping the slick surface of his mask.

   "Ooh, baby!  You're so strong!" She cooed, but the words were muffled to
him.  All he knew was the warmth of her thighs, the tantalising musk of her
sex.  He took an exploratory lick.

   "Ah!" She wriggled against him, his hands holding tight to her rear,
massaging her firm, round ass.  "You tease!" Felicia leaned her head back,
her chest rising and her thighs parting wider.

   Peter started running the tip of his tongue up along the folds of
Felicia's pussy, studying the contours of it with his tastebuds and
swallowing the nectar that gushed so freely from her.

   "O!  O!  Ooohhhhhh!" The Black Cat purred as Spider-Man's tongue nuzzled
its way inside her ripe cherry.  He swirled and churned his tongue up and
down and in and out of her, his lips pressing against her clit before he
delved back down again, tongue-lashing the small wall of flesh between her
cunt and her ass.

   "Ffff!  Hhh!  Hhhhhh!  Ah!"

   Felicia's toes curled inside her boots, her feet kicking against nothing
but the pleasure Peter's enthusiastic tongue was offering her.

   Energized by her overwhelming response, it wasn't long before Peter was
lapping thirstily at her cunt, tongue-fucking it, making it pucker and melt
beneath his lips.

   "Hhhhnnnoh!  Hhhoh!  Hhoooooooh, Spider!  Oh, I need your cock!  I need
your cock so bad!" The Black Cat cried.  Spider-Man, busy slurping up the
sweetly sour taste of her, the tip of his pinky hovering teasingly at the
edge of her pink, puckered asshole, could only just hear her with her legs
wrapped so tightly around his head.

   He indicated he'd heard her request, however, by slipping her from his
shoulders, leaving her to ride down his body like it was a firefighter's
pole, her fall broken by a pole of a different kind...

   "Oooh!  Oh!  Why...why hello..!" She said as her rear pressed up against
his hard, naked cock.  "What's this?  Is my Spider happy to see me?"

   Locking her legs around his waist as tightly as she had his face,
Felicia leaned back and reached her hand down to grab hold of Spider-Man's
pulsating dick, freed from his costume by nothing more than a passing
thought.

   His cock surged in her grasp, bloodily hot in the stirring cold of the
rooftop.

   "Unh!" He gasped as she caressed and rubbed it, the texture of her white
glove so soft, so enthralling.  Peter wondered what it'd be like to cum in
Felicia's glove, imagined her licking it up...

   Felicia, however, had other ideas.  She positioned herself so her
cunthole sat pressed against the swollen head of his cock, her eyes
flashing as she stared into the blank windows of his mask's matching
lenses.

   "My pussy's so wet, so ready for you..." She said, her hand still
wrapped around his cock.  "I want you to fuck my pussy, Peter.  Fuck it
good."

   She pushed down on him, his cock helmet delving inside her, inch after
veiny inch of shaft following.

   "Oooohhhhhh!" Felicia moaned, Peter's brown pubic hair tangling in the
silvery strands of her thatch as she grinded against the base of his dick.

   "Fu-fuck!" Peter cursed, overcome by Felicia's hot, gooey cunt.  He was
so overcome, in fact, that when he tried to match the thrilling nature of
her dirty talk, the best he could blurt was, "Oh, God!  I love your pussy,
Felicia!"

   She started to rise up and down on him, her slit grasping and slurping
on him, her mouth meeting his, her lips pressing on his lips, her tongue
lashing at his tongue.

   "I'm not Felicia, my love.  I'm the Black Cat.  Tonight...Spider-Man is
fucking the Black Cat, like it was always meant to be..."

   Her ass bounced up and down as she fucked herself on his cock, her
kisses deep and prolonged.  He squeezed her asscheeks as she humped him,
his hips pumping in time with hers, propelling them upward and onward.

   "Mmmnnh!  Uh!  O!" Felicia muttered and moaned as she lost herself in
fucking her lover, her cuntfolds sucking at his thrusting cock.  "Oh shit!
God!  I need you from behind!  Fuck me from behind!"

   She planted her feet on the rough concrete of the rooftop, parting with
Spider-Man's cock just long enough to reposition herself.  She didn't fall
to her knees, though.  Instead, she bent over, as if to touch her toes. 
Her splayed cunt glistened juicily, invitingly...

   Peter, wasting no more time and with a dick still lubricated by her
moist pussy, grabbed her by the hips and plunged into her balls deep.

   "Fuck!" Felicia cried.  "Oh Christ!  So deep!" Her sudden scream
dissolved into a throaty moan as he started to really fuck her, his pelvis
smacking against her ass, his hands stroking the small of her back.

   "Oh oh oh!  Fuck!  Fuck!  Fuuuck!" Felicia loved it from behind.  It
filled her so deep, reached right into her very core and squeezed it.

   "Oh yyyes!" Peter groaned.  He could feel his pre-cum squirting inside
her, could feel his pleasure building way too fast and way too soon.  He
also couldn't help but feel he'd only just scratched the surface of what
was possible.  If he was going to finally benefit from his powers in this
way, he wanted to do something really wild with them...

   Difficult though it was, he clasped his hands to the Black Cat's waist,
holding her still, compelling her to stop.  She looked back at him in
confusion, flexing her hips in a bid to goad him back into fucking her --
clearly the last thing she wanted in the world was to stop.

   "Why did you...why did you...?" She asked breathlessly, strands of her
hair falling into her open mouth.  She blew them out in a puff of air
before licking her lips.

   "Do you trust me?" He asked her.  She looked at him, and for a second he
could have sworn that she did so warily, but soon she was nodding her head
and smiling.

   "You know it, lover."

   He smiled in return, before sending the signal to his costume to draw
his mask closed.  His legs coiled beneath them, his hands holding tight to
Felicia's torso, and before she knew what was going on they were twenty
feet in the air, thirty, fifty, and then they were plummeting back down,
down, down...

   They landed with a sudden thud, Spider-Man planting the both of them
with precision on the side of the building, using his wallcrawling
abilities to fasten them securely to its surface.

   Felicia gasped, her chest heaving with deep, gulping breaths.

   "Holy shit!" She couldn't help but exclaim, dizzied as she was by
suddenly finding herself held 65-storeys up in the air by nothing more than
the strength of her lover's grasp...and, as she realised by wriggling her
hips, by his hard dick still lodged deep inside her.

   "Hhu...hhu...hoh my...oh my God!" Felicia started first to chuckle, then
laugh with wild abandon.  Safely suspended at such a great height, she
spread her arms wide and felt the wind whipping around her naked body, her
Spider's hands gripping her full, firm breasts and warming the supple flesh
as he held her steady.

   "Oh Spider!" She cooed.  "You're so...so...!"

   "...Yes?" Peter replied, grinning beneath the mask.

   "....so fucking amaaaazing!" She squealed, her pussy clenching his cock,
making him shudder in turn.  Felicia pushed back against him again, burying
him deep in her slit, and coiled her arms around his, her hands gripping
tightly to his biceps.

   She turned her head to shoot him a wild look over her shoulder.

   "Fuck me, Spider.  Fuck me so good!  I want to cum at the top of the
world and let it rain down below!"

   Her words, said with such ferocious, lustful need, awakened the animal
that lay at the beating heart of the Spider-Man.  With single-minded
determination, he repositioned his feet, pulled his cock from the sheath of
her sweltering cunt, and slammed it deep inside her once again with all the
force he could deliver it.

   "OOOOHHH FFFFFFUCK!" The Black Cat wailed, her scream battling with the
wind as she felt him deliver every thick inch deep into her greedy pussy.
She bit down on her lower lip as, without pause, he dived into fucking her
with unrelenting, superhuman speed.

   "Hu!  Hu!  Hu!" She grunted with every hard-driving thrust, chuckling
with carnal delight between gasps of pleasure and sharp intakes of air.

   "Oh, Cat!" Peter exclaimed as she pushed back against him, her body
jolting against his hips, the force of the impact vibrating through her.

   "Yes, Spider?" She said with a dirty grin, her nails digging into his
arms.

   "You're...so...!...so goddamn tight!" He said, throwing his head back
with elated pleasure, his pelvis moving to its own, inexhaustible rhythm.

   "And you're so fucking big, lover!  I just want your wonderful cock in
me all the time!  I never want you to stop fucking me!" Felicia whipped her
hand down to start frigging her clit, her fingers a blur on the erect nub,
matching the pace of her lover's cock as Peter heaved back and forth,
throwing himself entirely into fucking the sexy former supervillain.

   At the very moment that Spider-Man's cock slid out to the opening of the
Black Cat's pussy, he paused, holding her there.  Her hand froze on her
clitoris as she once again looked back at him in confusion and need.

   His expressionless mask betrayed nothing.  Though his chest rose and
fell as he panted, he gave no indication of what he was thinking or
feeling. There was something about it -- something about being completely
at the mercy of this masked man -- that drove Felicia wild.  Her slit,
already boiling over, grew even wetter at the weighty pause.

   "Wh --- what...?" She started to ask, twisting on his cock, trying to
lure him back into fucking her.

   "Just admiring the view, pretty lady." Spider-Man replied as his cock
thumped like a heartbeat inside her.  And it was true.  The sight of her
was incredible; her face flushed with the heat of their passion, her
platinum hair reflecting the light of the full moon, the warm glow of the
city bouncing off her soft, smooth skin.

   He squeezed her breasts tight as he started to fuck her again, now slow
and deliberate.  She kept her eyes locked on his mask for as long as she
could, before they rolled back in her head and she closed her lids, losing
herself to the rasping ridges of his shaft.

   "That's it..." she whispered.  "Oh, that's it, Spider.  That's the
spot...you make me so wet, baby...you fuck me...you fuck me so good!!"

   Her words once again succeeded in driving him on, feeding the flames of
his desire and motivating him to fuck her harder, deeper, until he was
stabbing his cock in and out of her frothing pussy even faster than he was
before.

   They were both coming closer and closer to the edge of losing control,
willingly handing all their senses over to the delirium of their heat,
their wanting, their passion.

   The Black Cat started to thrash on Spider-Man's dick, screaming with
terrible gratification.  Her whole body convulsed with the maddening
pleasure of it all

   "HHHAH!  Oh, Spiiider!" She wailed.  "I'm gonna CUM, baby!  I'm
gonnacumI'mgonnacumI'mgunna...  I'm going to....to...!"

   Felicia arched her back as it hit her, howling at the moon as her orgasm
arrived ripe and full and oh so achingly sweet...

   "FFFFF-UCK!  Fuck fuck fuck!  Oohhhhhhhhn God yes!"

   She hissed and wailed, drooling and sputtering saliva.  She was cumming,
over and over and over again, one powerful orgasm after another.  Her
screams of pleasure were shooting out into the night, overpowering the wind
to echo around the canyons of the skyscrapers surrounding them.

   Her pussy was exploding around Peter's thrusting cock, the hot liquid of
her cum falling from their dizzying height to shower on the earth thousands
of feet below, spattering on the concrete like a passing rain.

   "Oh God, Felicia!  I'm going to---!"

   "Do it, Spider!  Shoot it in me!" She cried.  "Shoot your web in me! 
Unh!  FUCK!  Do it!  DO IT NOW!"

   "Hhn!  HRNH!  HAAAARH!" Spider-Man roared as he came so hard that his
feet pressed cracks into the wall beneath them.  His dick spurted hot and
heavy inside the Black Cat's welcoming cunt, her soft, smooth flesh
squeezing him so tight.

   "That it's, baby!  That's it!" Felicia sighed with warm approval.  "Oh,
it feels so good inside me, warming me up!" She ran her hand from her clit
to the point where her pussy parted to accommodate his cock.  She dabbled
her fingers in the fluid she found there and offered it to her lips.

   "Mmmm, yummy!" She breathed as she suckled her fingertips, tasting the
steaming liquid of their combined pleasure.  "You taste so good, Spider.  I
want more!"

   "More?" Peter asked, his head still reeling from the explosions of
mind-numbing joy, his cock buzzing and pulsating, the head of his shaft
still thick and liquidy and lodged inside Felicia's cunt.

   The Black Cat giggled as Spider-Man straightened up, pulling her up with
him.  He rubbed and massaged her body, one hand stroking through her hair.

   "Oh, I'll give you some time to recuperate, don't worry," she said,
wiggling in his lap.  "But I've never, ever been fucked like that before!
You can't blame me for wanting to do it again.  And again.  And again!"

   They both laughed, Felicia's hands joining her Spider's to rub her
tingling body all over.

   A response to her comment welled up from deep inside Peter, and without
thinking, it slipped straight out of his mouth.

   "That's what we call fucking spider-style." Beneath his mask, he blushed
at the comment, even as Felicia giggled at it and snuggled closer to him.
Ordinarily, he would never say anything like that.  What was this girl
doing to his head?  And why did he like it so much?

   "You trap a lot of girls in your web, do you?" She asked, breaking him
from his line of thought.

   "Only the bad ones." He replied.

   She turned to look up at his masked face and raised an eyebrow behind
her cat mask.

   "Well, that certainly includes little ol' me.  I'm positively wicked."

   "Lady," Peter said.  "You don't have to tell me twice."

   Obeying his unconscious command, his mask slipped away from his mouth,
and he once more met Felicia in an intense, electric kiss.

   They stayed there for a long while, the full moon being all the light
they needed, the kisses they shared keeping them warm.  When finally
Spider-Man's spent cock slipped from her drizzling folds, he hoisted her
back up to the rooftop.

   "How are we going to get you home?" He asked her, eyeing the torn
costume that left her in little more than her mask, boots and gloves.

   "You ever streaked before, Spider?" She said, winking at him.

   "Can't say I have..." Peter replied as Felicia cupped him, stroking his
balls until he unconsciously willed his costume to reveal himself to the
cool night air.

   "First time for everything," she grinned, before turning and running for
the edge of the building.  "Catch me if you can!"

   She leapt nimbly over the side, disappearing into the dark.  As he moved
to follow her, he started to command his suit to cover his body once again.
Following Felicia's lead, however, he cancelled the order, leaving himself
exposed.  She wasn't the only one who could be a little wicked.

   "Hey, Cat!  Wait up!" He said, vaulting over the brink.

   The chase was on again...