NOTE: This is an updated version of the story I had as a gift to people supporting me on Patreon and SubscribeStar but now I’m making public to the rest of the world. Enjoy!

Felicia Hardy the infamous Black Cat was in a bit of a situation. She had stolen jewels from yet another supposedly unbreakable safe, no small testament to her ability and cunning, but such daring criminality didn’t come without it’s risks. Two other costumed heroes were alerted to her presence and hunted her down. It wasn’t long before they found her.

Alone in an alleyway under the night sky, she found herself cornered by Spider-Man and Mockingbird. A duo she was familiar with, the former stirred so many strange and gooey feelings in her, while with the latter there was no question as to the contempt they both shared for each other precisely because of Peter Parker. It was due to her shared history with her foes that she won against them.

“It’s not nice for cats to be out this late at night on the mean streets,” said Mockingbird. “Little kitties have a habit of getting into trouble.”

“You should know right Bobbi?” said Black Cat. “We cats have a reputation as being excellent bird hunters. But then again you’re not a real bird of prey like a hawk or an eagle, just someone who flaps her lips. Otherwise you wouldn’t need a spider to help catch this pussy.”

Black Cat smiled and Mockingbird bristled a bit. Bobbi always was quick on the quips and being outdone there coupled with their history was getting to her. Spider-Man noticed it too and step in between them.

“I’ll get her,” he said. “Provide backup for me.”

“Playing the knight tonight Petey?” said Black Cat. “I always did like that about you. It’ll just make my encounter with our mutual friend that much more rewarding.”

“Might want to watch yourself,” said Mockingbird. “After this, I might have to take you to the vet to get declawed.”

“That’s fine. I have a pretty mean bite, more than your pathetic bark you bitchy little bird.”

“Hiss all you want, you’re nothing.”

Felicia tossed the bag of jewels far behind her so that they would definitely have to go through her to get it. She stretched out and cracked her knuckles before she charged at them. She started out sparring with Spider-Man, not going too hard or fast, and he in turn wasn’t nearly as rough as he could be. Or should have been. He could have had an edge over her multiple times, but it wasn’t to be. Their history kept them from lunging at each other with as much ferocity as possible.

Mockingbird on the other hand was not so subtle, coming at her hard and fast. In between trading blows with Peter, her nemesis would sneak in whatever hits at Black Cat that she could. Felicia realized with such differing viewpoints at her that these two weren’t so much working as a team as they were just here to take her down. And that was her advantage.

More than a few times as she had been going at it with Spider-Man, Mockingbird had attempted to close the gap and take her down. Yet Black Cat managed to slip away, leading to hits meant for her instead landing on Peter. The two heroes understood it was accidental at first and let it slide but as the scuffle went on, it kept happening, and Peter accused her of flat out doing it intentionally. Of course it hadn’t, but that let all their feelings about Felicia and each other rise to the surface, and Bobbi in turn slandered her companion as deliberately going easy on her instead of doing what needed to be done.

That argument had only been for an instant, but it was enough for Black Cat to take them both down. The two of them so distracted and angry, she didn’t even need her bad luck power to knock down Mockingbird. Spider-Man looked at this particular adversary dumbfounded by this turn of events before Felicia gave him an evil grin. Before he could react, she punched him right in the stomach, knocking him out too.

Looking at the both of them lying on the ground, she threw her head back and laughed. “I see you two must have had a breakup.”

“Shut your damn mouth!” Mockingbird said.

“The mockingbird can’t handle being mocked? Don’t be like that Bobbi. Catty remark I know, but then again, I’m glad to see you still tweet loudly even with your wings clipped like that. But you know this girl is curious and I can’t trust you to be ever be honest with me so maybe I should get a taste test.” She went up to Spider-Man and, lifting up his mask, planted a wet smooch on his lips. The two had kissed each other before, but the context right now made it extra special. She always loved kissing Peter and right now in front of Bobbi Morse, she was determined to really get into it. She slipped her tongue inside his mouth. Even in a situation like this one, Peter kissed her back, he could never hate her completely.

Even after just throwing hands with her. Lying on the hard ground and at her mercy sucking face with her, Peter felt the pain in where she hit him turn a tingling feeling, a strange excitement was overcoming him. He was getting hard in his pants despite just having gotten put in his place. He still felt too weak to fight, but another kind of energy was burning inside him.

Felicia knew it too. Reaching down, she found his crotch and tapped the swelling going on down there. His spider suit was designed to protect him from all threats, it was the only way her punches didn’t break a few bones. But it could not protect him from a woman’s touches. It was enough to make him forget about his situation, how he was on a mission to stop her.

“Peter! No!”

Felicia broke the kiss, slowly grazing the inner membrane of his lower lip with her teeth for as agonizingly long as possible before his mouth snapped away from hers. She looked down at Peter. Even with his mask still over his face, she could see the longing in his eyes. His mouth was hanging open, dumb. He made to say something, to plead with her to at least return what she stole. After that heated embrace, he was in the mind to say something romantic, something sentimental to appeal to the history between them.

Not soon enough. She turned to Bobbi. “Are you jealous? Don’t worry, there’s plenty of me to go around.” Standing up, she sauntered right on over to Mockingbird.

Bobbi grit her teeth, having an idea on where this was going was not liking it one bit. Felicia knelt down before her wearing a smile like she was looking at a naughty child who needed to be punished. She cupped Mockingbird’s face so gently, and Bobbi instantly turned away. Not that it mattered, she held Mockingbird’s face taut.

Felicia carefully and slowly lovingly brushed her lips up against Bobbi’s. There was an instant spark when their lips first met, despite that rough fight earlier, Felicia’s lips were far softer than Bobbi expected and in that state of submission before her foe, relaxed her before she realized it. As Felicia gently caressed her face and massaged her cheeks, Bobbi felt like she was being rewarded for being a good girl. Not to mention that in her position she was in no mind to fight this powerful woman.

Still, Bobbi had tried resisting at first. Those hands still held her face tight so she couldn’t turn her face away, instead she just kept her lips shut the whole time. But when Felicia kissed her harder the more she squirmed, eventually she kissed back if only for some vain hope that she would stop. That only made Black Cat kiss her more, hastening the way she was rubbing lips with her foe before she picked up the pace, sticking her tongue in her mouth. Shocked, Bobbi tried backing away but her face was held still in Felicia’s grasp, skillfully using the tongue to stir inside her mouth. Eventually she stopped resisting so as to appease her. Black Cat slowed down all her slurping a bit as a reward for her compliance, cupping her face and moaning sweetly like the two were in love.

In her peripheral vision Felicia saw Peter looking up at them and she hoped he was enjoying the show. He knew he should be getting up, fighting for his partner, but the blows he had suffered from Black Cat were still keeping him down, as fun as making out with a beautiful woman had been, it wasn’t the magic like in the fairytales that could heal any wounds. More than that, the naughty sight happening before his eyes in real time was too appetizing a sight to resist. He knew he shouldn’t have been looking, hardly the sort of thing for a superhero to be doing but then he was getting hard in his pants all over again, and yet he still couldn’t stand up from how badly she trounced him. Soon he just found himself watching, half perplexed and half mesmerized.

As she kept kissing Bobbi, she was so intent on it and doing it so good that soon Mockingbird wasn’t even kissing back to stay on Black Cat’s good side. In her state of humiliation and defeat, her body betrayed her. She started to like it more than she was comfortable with and as much as she hated it, she couldn’t help but kiss her back in a fit of shameful desire.

Felicia noticed it too and started kissing her hard again, running her fingers all through Bobbi’s hair like she owned her. She giggled with elation from the bottom of her throat, a high-pitched sound akin to little girls squealing over guys they liked and whores in the night tempting potential customers. It sounded too giggly to be real, and with Mockingbird down under her, she heard every one of this Black Cat’s sinister intent. Under her clothes, Mockingbird’s flesh stirred against her will.

Those hands running through Mockingbird’s hair went deeper, cupping her head. In that compromising position, it was just another thing to put up with, and yet just as much as it was another source of humiliation for her, it was a rare thing when another person touched her like that, that she allowed to touch her like that, and now it was the first woman that was touching her head against her will, her spirit burned with a disgrace that was nowhere near as strong as the euphoria that scorched within her flesh. In the heights of Bobbi’s submission, within their sick kiss, Black Cat laughed far more darkly at this conquest. Those over the top sounds were ridiculous to Mockingbird’s ears, but this woman on top of her, dominating her, they only sent jolts of pleasure through her body. She had all but submitted, their mouths were open, flicking their tongues back up against each other, captor and captive rapt in anger and pleasure.

After another minute of passionately making out with Mockingbird, the sound of police sirens got louder. She suddenly broke the kiss with a loud smacking sound between their lips, a small line of spit between their tongues under the moonlight. Felicia threw her head back and moaned deep, a strong sensual sound that made Bobbi’s heart race. Just then she fast recovered herself, her dignity. She immediately snapped her face away from Black Cat and looked away from her tormentor, a flush of anger and shame coloring her expression, she was ready to spit out the other woman’s taste right out of her mouth. Not fast enough, turning her face away only got her one long and wet loving lick right on her cheek from Felicia as something to remember her by.

Felicia stood up and smiled. Peter had a boner in his pants and Bobbi’s face was shining with her spit, Mockingbird was seething and that made this kitty so happy. She hauled her bag of goodies over her shoulder. “See you around babes.”

She turned around and taking out her grappling hook, pulled herself up to the roof of the building behind her and then swung between several skyscrapers until she was in the clear.

Up on the roof of another building far away from the chaos, she slumped the bag of jewels over her shoulder and let out a sigh of relief. She wasn’t unused to winning so easily, she could easily handle thugs twice her size. Those two were a different ballgame though, without the psychological warfare she played, that encounter could have gone in a totally different direction. But as she turned around and looked down at the city having escaped her captors, she was pleased how she had won a delicious victory tonight. She licked her lips, savoring the sweet taste of heroes fresh in her mouth and triumphantly bared her teeth, grinning ear to ear.

Yet her smirk wasn’t just due to her victory. Underneath her catsuit, those domineering kisses she shared with her foes and the glory of her victory in getting away with it had gotten her way hotter and hornier than she had expected. At first she simply relished in the thrill of her libido but after awhile, the exhilaration became almost unbearable as she felt a lurid need to be satisfied.

And there was another who took in the scent of her sex drive. Behind her was the Venom symbiote. She was so carefree that she didn’t even notice it when she got here, but when she didn’t move, the creature approached her. Black Cat had sensed another presence slowly creeping up behind her, but the instant she turned around, to be graced with a meeting from Venom was the last thing she was expecting.

The full moon in the night sky allowed her to see it perfectly. Every angle, every feature. Yet more than anything what she felt was a bestial glint in it’s eyes. Not anything sinister, just sheer hunger.

“Eddie?” No response. “Mac Gargan?” Nothing there either.

“No Eddie. No Mac Gargan. Only Venom.” So it was unbound, taking this form all on it’s own.

For an instant she simply locked gaze with it’s eyes, warped and uniform in their whiteness and betraying it’s ferocity. She had to look away from the intensity of the moment. The symbiote’s broad and muscular sable form was still evident in the darkness of the night and despite the tension between them, in her state of excitement a few naughty thoughts ran in her head about how she’d like to be naked, held taut and powerless by such a dominant beast. But the thing that really caught her attention was a bit down under.

She let out a sigh without even realizing it as soon as she saw it. It was the first time she had ever seen the creature with a phallus before, but it was more than just having an organ that surprised her. Just like the rest of it’s body, it’s instrument was huge, at least ten inches long and probably three inches wide, enough to make any man jealous and any woman grovel in want. As Black Cat looked down at the fat member, the thing curved upward and pulsing, all sorts of naughty thoughts carelessly sparking in her mind worked to ignite the flame that had already been burning in her pussy.

Venom had caught her staring too at it’s appendage too, and it’s trademark monstrous grin extended just a bit in amusement. It extended it’s long tongue forward, dripping with it’s thick saliva, and gave her a wet lick on and around her neck, up to her cheek, and slurped down across her lips before hovering inches away from her face. Felicia was possessed by a nervous fit of shaking at what might happen, her skin was tingling where it had brushed her with it’s tongue, but that caress from the symbiote only stoked the fire burning on her skin underneath her suit.

She looked away from the penis and back up at it’s white eyes, so expressive with emotion in those moments. She set her bag of loot beside her. She needed to be satisfied and had something far more pressing on her mind than treasure.

She slowly stuck her tongue out of her mouth. The symbiote chuckled a bit and licked at her tongue. But it wasn’t expecting her to immediately mash her tongue right back up against it. The great expanse of it’s appendage made it very easy for her to press her tongue up on it, and she did so in abundance tasting up and down and all over the thick and wet surface of it’s licker. She hadn’t closed her eyes either, she was staring right back into it’s peepers all the while they were tonguing it out.

She had grabbed onto Venom’s bulky shoulders and closed her eyes. While the two were making out, the symbiote had been looking down at her voluptuous cleavage bulging out of her catsuit. It reached one of it’s big thumbs into the hoop on the zipper and pulled down. Her large tits popped out as soon as it had only unzipped an inch of the suit, her nipples hard and erect from all her activity so far. Black Cat felt the cool night air on her tits and started pulling farther on the folds of her suit so that her breasts fully came into view.

Venom growled a low guttural chuckle at the sight of her full teats out before it. It reached forward, it’s paws easily enveloped her mammaries. Despite Felicia having a body made out of almost entirely lean muscle and being strong enough to take down men more than twice her size, her breasts were as soft and luscious to the touch. Under it’s large hands, the texture and surface of her boobs squished pleasantly between it’s fingers, and her nipples so potent with arousal were steadily getting harder under it’s palms the more it groped her.

Black Cat reached down to the symbiote’s enormous cock and grabbed it. Just as he was fondling her tits, she started stroking it’s penis, her clothed palms were soft and inviting as velvet on the underside of the creature’s shaft. Not averting her gaze from it’s eyes one bit, she smiled at their mutual satisfaction. Then she closed her eyes and gave the massive tongue one final loving lick before she spun herself around and backed up against Venom’s chest.

Reaching one of her arms around it’s thick neck and now fondling the cock head with her other hand, she started grinding herself on top of it’s penis like a stripper. The soft leather of her catsuit’s crotch felt great on top of it’s shaft. Venom hadn’t let go of her tits either, now massaging them at a quickening pace. Black Cat smiled to herself at how well this amorous encounter was going down, she never thought she’d ever be doing it with a beast like Venom, but now she wanted nothing more than to drive it crazy.

As they continued feeling up all over each other, it took a hand off one of her breasts and continued unzipping her suit. That didn’t keep it from fondling her tits as it reached it’s other arm across the scope of her bosom, finding the other teat and fondled it vigorously. It’s big forearm rubbed up hard against the other tit with every movement and she in turn continued stroking it’s cock head.

When the zipper was done to her crotch, still holding it’s penis, she peeled the rest of the suit off her shoulders and down her torso. With Venom now letting go of her bosom, it reached it’s free hand behind her, down to the pants of her suit and happily pulled them down, her bouncy ass popping out just like her tits. Just like her tits, her donk was big and plump. Her whole body was covered in a hot sweat and her skin was heated to the touch, proof of how badly she wanted it. It spooned her ass and she shuddered a bit at it touching her there even though she was already riding the top of it’s shaft with her bare vagina.

No longer content to take things slow, the symbiote lowered it’s head on her shoulder. It’s hot breaths on so much of her naked skin exposed under the night sky incited something in her and she held it close. Their faces so near each other, they shared another tongue tangling kiss and this time she was far more aggressive. She moaned deeply pressing her tongue on his just as hard as the first time. Venom this time used it’s long tongue to it’s advantage, wrapping it around Felicia’s considerably smaller tongue just right.

She still hadn’t put the dick directly inside her, instead giving the symbiote a lap dance with her naked flesh. As she was grinding hard on the big cock right under her, moving her naked vulva back and forth from the creature’s stomach to right before the cock head, she worked to get her legs out of the pants of the catsuit. It was only thanks to the night air that made pulling her legs easier than otherwise, her pussy was so wet and she was sweaty both from her earlier run from the law and all the heavy petting with Venom that her costume had become a little sticky. It had started moving it’s fingers deeper into her ass crack, feeling all over her ass cheeks and dipping a finger under her perineum, felt her juices dripping onto it’s finger. The end of it’s tongue was still against hers and it took the dripping digit further onto the tongue, tasting her juices as it was tasting Felicia.

She got her catsuit down to her ankles before she got her feet out. In that silver moonlight, she looked back into the creature’s great and feral white eyes, saw satisfaction in it’s monstrous expression, and in a hint of vanity, caressed her ample tits, giggling as how turned on fondling herself got her. Now just as naked as Venom, she kicked her garment to the side.

With the both of their bodies exposed before each other in the open, Felicia’s body felt that much better against Venom. She was still grinding up against symbiote’s penis, eager to tease it with this lap dance despite her now being completely naked, and her pussy juice was lubricating the top of the shaft. Even though the dick wasn’t inside of her yet, Venom’s cock was so big that her pussy lips lips were spread open over the impressive width of the shaft. It had not let stopped holding her in all that time but now it was eager to do more than just feel her up. It extended the length of it’s long tongue down to her naked torso, not leaving her tongue for an instant. It shamelessly licked all over her expanding nudity, on her neck, on her broad shoulders, and around the exquisite curvature of her lovely breasts. The combination of so much of her tastes and her wet pussy lips riding it’s shaft was overwhelming for the symbiote.

She gripped the sides of the shaft with both hands. She picked up her speed and started riding it harder, faster. Her vaginal lips were being spread open as far as they could as she sat on top of the shaft’s massive girth, splitting open like she was actually getting rammed by it. Venom was pleased not only from her enthusiasm but the sight of her going off. Her long hair flowing almost violently as she rode on top of it’s dick like a whore, her lovely bubble butt jiggling with every moment, it appealed to the symbiote’s perverted tastes.

It wedged it’s finger completely in between her pussy lips and extended the tip onto her clitoris. Felicia had to throw her head back and moan deeply. She had her pussy and clit touched by men before, but Venom’s big fingers in her vaginal cleft and the novelty of having the symbiote touch her like that was something else. Even though she had been grinding up along it’s great prick during this whole encounter, she forgot all about Venom’s cock and what she wanted to do with it, instead surrendering to the finger working her.

The way she had been grinding on Venom’s penis was nothing compared to how she was jerking her hips now. It’s large finger was getting wetter with her pussy juice each second it wedged itself inside of her, the length and thickness of it allowed the symbiote to squelch fully inside of her vulva with an intensity reserved for a large cock while at the same time didn’t stop massaging her her clit. It’s arm was still wrapped around the whole of her chest, her hard nipples still being rubbed under the meaty forearm and it’s palm, and she had arched herself so that the throbbing prick was being rubbed between her ass cheeks. She was completely under it’s power in that moment.

Feeling her wriggling underneath it like that, it quickened it’s hands. She was moving from an uncontrollable fit of nervous desire, throwing her head back and crying out. Feeling her tightness ad seeing her like that, it started jabbing it’s finger directly inside of her vagina. She let out a loud and unashamed grunt when she finally came. Venom’s hand were already so wet, but her clit shot out a small dash of fluid. Satisfied, she settled down a bit as her wet pussy still leaked out all over the symbiote’s fingers.