Caught With Sticky Fingers(Ava Ayala/White Tiger and Kitty Pryde/Shadowcat)

Kitty Pryde found herself shocked at the sight she saw. Her heart-beat quickened. She took a wrong turn at the SHIELD training academy center, and came across something she should not. She just wanted to pop her head in and check on something. Needless to say, Kitty got a far bit more than she bargained for when trying to pop in from the other end. She observed the situation very casually, with eyes following the progress of the situation right next to her.

Spider-Man was now currently on top of the White Tiger, their clothes torn slightly. Kitty might have been able to answer this away as some kind of sparring session. However, Spider-Man's fingers dipped in between White Tiger's legs and spread her thighs apart. Kitty followed the progress, her mouth growing rather moist at the thought of what might happen.

Her imagination ran wild, thinking about herself in the position White Tiger was in. The web slinger's hands rubbed against her exposed breasts. Kitty's eyes locked onto the round orbs, much bigger than her own. She hit a growth spurt recently, but unfortunately, Kitty found herself second rate compared to a lot of the female super heroes.

Suddenly, Kitty locked eyes onto the prize. White Tiger had the thick cock out of Spider-Man's pants, and she slowly rubbed her hands on it. Kitty ran her hands down, and slipped them in the waist band of her pants. Her hand slipped between her legs, stroking her nether lips. She bit down on her lip hard, to stifle a moan even though it was very hard to do so.

Thankfully, they were too involved in each other to notice. Well, that and White Tiger's moan silenced Kitty's own. She watched that thick throbbing cock enter her body. Kitty wondered about how he hid that in his tight pants, and she wondered exactly how it would fit inside of her.

White Tiger took the cock like a pro between her thighs. Kitty held back the moans, trying not to get them to go too far beyond what White Tiger was moving. She hoped none of them would hear her, even if she was positioned in the back of the room. And Spider-Man's face was currently buried between White Tiger's breasts while he squeezed her thighs. Her eyes screwed shut in passion.

'You know, you should quit while you're ahead. Return to your room, finger one out. Pretend none of this ever happened.'

Kitty tried to pull herself away from herself, but she couldn't. She noticed White Tiger rolling Spider-Man over and mounting his thick cock. The manhood penetrated the moist lips of the woman when she pushed herself down groin first on him. She could have sworn a moan followed when she buried her slick walls down all the way on Peter's tool.

The brunette mutant's imagination ran wild. She carefully steadied herself to ensure falling out into the room through the wall would not happen. She figured it would be kind of embarrassing if she did. Kitty slipped her fingers deep between her thighs and they closed down around her.

'Mmm, yes,' Kitty thought hungrily.

"YES, DEEPER!"

White Tiger most certainly had the right idea, ramming his thick length deep in between her smoldering thighs. Kitty watched, her panties becoming soaked when she watched it.

"Oh, keep it up, don't stop!"

"Don't worry, I'm not going to let you off the hook at easily."

Both of them felt up their toned bodies. Kitty felt up hers, feeling her nipples harden against her top. She rocked a little bit more.

'Okay, you need to really stop right now before you end up getting caught.'

Common sense tried to grip Kitty Pryde, but she failed to listen to that little force in the back of her head. White Tiger's screams of passion increased and Kitty's whimpers grew in more volume.

Silence passed, and for a second, Kitty thought she had been noticed. Then, as if nothing happened, White Tiger pushed herself down onto Spider-Man's hard cock. She filled herself up completely, her loins stretching over his throbbing hard cock.

"Right there, right there!" White Tiger chanted. "I'm getting so close, aren't you?"

Spider-Man was obviously trying not to cum before her. Kitty smiled, he was the perfect gentleman, in addition to be quite yummy. He was the guy of many girl's wet dreams. Then again, what superheroine didn't have Spider-Man dreams? Some might have claimed they did not have any thoughts about the Web Slinger taking them into his arms and offering them some tender loving care, but she knew better.

'OH YES!' Kitty thought.

She hoped she thought that, and did not scream it out loud. Fortunately, the White Tiger's scream of passion dwarfed Kitty's and resulted in her orgasm coming hard. She slammed her thighs down on the web slingers.

"Damn, Ava, I can't hold back."

"Then don't, don't hold back," she said. "You know it's safe….today anyway."

Kitty's walls tightened around her fingers. Her walls milked her own digits like they were a cock, and she dreamed of doing the same to Spider-Man's cock. White Tiger, Ava, was most certainly taking advantage of the ride, pushing herself down on Peter's aching prick.

"YEAH!"

The combination of juices followed. Spider-Man clutched White Tiger and drove her down onto his engorged rod. He filled her up with an explosion of cum, filling her insides with his dripping, warm seed.

The two connected with each other at the loins. Spider-Man picked up a steadier pace and filled her completely up with his seed. He filled her body until her pussy started to overflow with cum.

"May we help you?"

Kitty yelped at White Tiger's words and fell into the room. She realized she left her pants in the other room. Kitty tried to struggle to her feet, saving modest.

'Oh God, strike me down.'

Spider-Man and White Tiger separated and their eyes lingered on the younger mutant. Her cheeks flushed when she looked at them.

"Um, hey," Kitty said. "I'm Shadowcat, you know, one of the X-Men, and I was coming to the SHIELD Academy to drop off something for Professor Xavier, for Nick Fury to look at. And I guess, I must have took a wrong turn and ended up here, and I'm so sorry, so sorry, that I took a wrong turn and ended up here."

"You took a wrong turn?" Spider-Man asked.

Kitty shook her head. At least none of them commented on the fact she wasn't wearing pants because this would make this about ten times more embarrassing than it was now. And it was pretty embarrassing to begin with. Kitty didn't like to say she would like to crawl in a hole lightly.

"And for your shame, you decided to just stand here and watch us, unable to move," White Tiger said. "Watch us engage in a very private moment."

"You won't tell anyone, will you?" Kitty asked. "I know I shouldn't have been doing it, but I couldn't help myself."

It was like forbidden fruit hanging on the vine. Kitty wanted a piece of it, but knew, it would not be a good idea not to touch. No matter how much it tempted her.

"Well, what do you think we should do?" Spider-Man asked. "Maybe she made an honest mistake."

"Yeah, and I'm a Doom-Bot," White Tiger said.

"Well, to be fair, it's always the one's you least expect," Spider-Man said.

Ava had been very curious. The brunette looked rather cute, and she had a nice tight ass which deserved to be fucked. Plus her pussy lips looked very tight. Ava's lust increased when thinking about what Peter might do to her, taking his huge cock and slamming it inside of her tight body.

"You've been caught with sticky fingers."

Ava slowly took the fingers to the edge of her mouth and sucked on them. Kitty grew even redder at the older girl sucking the evidence of her arousal off of her.

"Why don't you taste how wet she was?" White Tiger asked. "And tell me if she tastes pretty guilty to you."

Kitty squirmed, but White Tiger held her with a very tight grip which made it very hard to escape. Her hand tightened around Kitty's and slowly yanked her into position. Kitty grew flushed and frustrated, which was a pretty bad combination form where she was standing.

"Pretty guilty."

Spider-Man tasted her hand. He grabbed Kitty and held her in close to him.

"I wonder what the punishment should be?"

"I think she should suck your cock and eat the cum from my pussy," Ava said. "It's only fair."

"Um, yeah, that seems…"

Kitty realized what she was saying. Ava grabbed her and guided her down to her feet. She saw Spider-Man right before her. She realized his cock was not back in his pants. It was right in front of her, inches away from sliding in between her juice lips. That swollen cock head taunted Kitty. Her heart began to race.

'Oh sweet Jesus.'

The cock head touched the edge of Kitty's lips and Ava gently guided her head forward. Kitty opened her mouth as wide as possible and took his cock into her mouth. She gagged the first couple of passes through.

"I don't think she has had anything this big in her mouth," Spider-Man said. "But, she's willing to learn, and that's the important thing."

"Teach her then," White Tiger said.

Spider-Man gripped the back of Kitty's hair and guided his cock deeper inside of her mouth. It stretched when Peter filled up her eager mouth with his engorged cock. He could feel her lightly, and tentatively touch his balls, feeling them. The moment Kitty's hands were on them, she squeezed them. The brunette's mouth wrapped around him, sucking him hard.

Kitty's embarrassment faded, and had been replaced by a never ending amount of lust. The Web Slinger gripped the back of the head of the beautiful mutant on her knees before him. She sucked him off hard, pushing her mouth down on him. Every now and then, White Tiger guided her mouth down his pole.

"He's going to cum in your throat, and you better swallow it all," White Tiger said.

No question about it, all Kitty needed to do would stay the course and she would have all of the cum she needed, plus some more. Her nails dug into Spider-Man's's back when shoving his cock into her mouth. She deep-throated him, well at least tried to.

"Points for effort," Spider-Man said. "I'm almost there, get ready. She'll be disappointed if you don't do a good job, and I might be as well."

Kitty didn't want to disappoint either of the other two superheroes. She slid herself down his pole. Her hands endlessly touched the underside of his balls, feeling the immense volume of cum about ready to fire from them. Almost there, she could feel it. His balls slapped against her chin, getting closer.

"Mmm!" Kitty moaned.

The warm liquids shot into her throat, coating it. Spider-Man held his fingers in the back of Kitty's hair and kept her mouth tight. She maintained a vacuum tight suction around his cock, slurping up every single last drop of cum from his swollen balls. The web slinger picked up his pace and sank his cock deeper into her throat. Kitty stretched around his cock, her throat encasing him hard and fast.

"Good, good," Peter said.

He pulled away from the woman. A little bit of cum dribbled from her nose. Ava leaned down and picked Kitty up off of the ground. She forcefully kissed the younger girl. Kitty squirmed underneath Ava for a second before returning the kiss.

Ava wasn't going to lie, she got off just a little bit with showing a newcomer the ropes. Even if actually using ropes was more advanced stuff than she would want to show one this inexperience. They picked up a new pet along the way.

"Eat my pussy," Ava said. "And if you do a good job, you're going to get a reward."

Kitty dove into Ava's pussy like a child diving into her birthday cake. She licked the folds and tasted the cum of the web slinger dripping between the White Tiger's thighs. She thought she would die because of the taste. The two combined tastes made Kitty very excited.

Peter watched the sight of Kitty licking out Ava's thighs. She had a lot of passion in those eyes, and her thighs were spreading subconsciously when Peter stood behind her. It was obvious what she wanted, but to give her it right now would defeat the purpose.

"Good girl, you might get your reward after all," Ava said. "Maybe if you knocked, we could have invited you into our fun a lot time ago."

Ava tightened her grip around Kitty's head, never once letting her pull away. She wanted Kitty to keep her eyes and most certainly her mouth on the prize. Seeing the girl's beautiful face buried between her dark thighs made for her.

She could see Peter edging in close. Ava smiled and gave Peter a slight thumbs up to encourage him to take the plunge in more ways than one.

Peter already was reaching up for Kitty. She had a nice, tight ass, and Peter ran his fingers over it, causing the girl beneath him to react in the most visible way possible. Peter slowly dug his fingers deep inside of Kitty and could feel her.

"Take her virginity, Peter!"

Kitty couldn't even argue she was not a virgin. She could feel Peter's thick rod inching against her wet slit, rubbing against her. He came an inch away from penetrating her from behind but then pulled back. He teased her, making sure Kitty wanted it.

She just realized, she learned the first names of both White Tiger and Spider-Man. Not that it would do her any good, because they were just first names, and she was kind of in a compromising position. Besides, if she wanted this to continue, blowing the whistle on their secret identities would not be in her best interest.

Then, when he had his way with her, Spider-Man slipped his cock inside of Kitty's moist walls. She spread her thighs apart ,allowing him to invade her warm loins.

"She's really tight!" Spider-Man yelled.

"Not for long, though," White Tiger said, smiling.

Spider-Man laughed at her casual words, and he thought she might have had a point. The web slinger gripped Kitty and pushed himself a bit deeper inside of her.

At first, Kitty experienced pain, but then pleasure followed. She relaxed and just enjoyed the ride. The feelings bubbling through her younger body were much better than the feelings she got earlier. Her dreams were not even this good, and she had more than a few.

"I think she's always wanted this," Spider-Man said. "She's gripping me really tight. I wonder what would happen if I pull it out."

He teased Kitty by retracting from her center. Spider-Man pushed himself closer to her insides, and then jammed his huge cock inside of her warm center. She gripped him hard when he pushed into her.

"Don't forget you're still being punished," Ava said. "If I'm not cumming, then you're not doing your job properly."

Kitty nodded eagerly and couldn't very well mumble an apology if her mouth was full. And her mouth became very full of Ava's wet moist pussy. She suckled on the folds, and slowly danced her tongue on the edge. The taste caused her to clench Peter.

Several hard thrusts brought the web slinger balls deep into the brunette on her knees. She really took him. Ava had lightly suggested a threesome a couple of times, and Peter gave it consideration. This was kind of spontaneous, but then again, the first time Ava and Peter had sex was. So, why would this be any different?

'Best not to think things through, best to just do.'

He picked up the pace and drilled Kitty. Her center closed around Peter and stretched around his intruding cock. Peter could feel the warmness of her pick up. So tight, and it just felt like it gripped him even tighter. Peter indulged himself in her body. She might not have had quite the curves a lot of the superheroines did, but she still had a toned, sexy body.

Likely, from countless sessions in the danger room, and from what Spider-Man knew about Wolverine, he took his training way too seriously. And it really showed. Kitty's tight pussy clamped down onto his rod.

"I'm getting close," Peter said.

Kitty almost went intangible and she caught Ava flush with her pussy eating. She dug deeper into the nerve-endings than ever before. Ava clutched onto her.

"I don't know what you did!" she panted. "But, you better figure out how to do it again."

Peter was going to ride out the last few minutes buried inside of Kitty. Her warm walls stretched around him and released him. Peter picked up his pace, knowing his balls were getting this close to reaching their full capacity, and they needed a nice place to empty.

New sensations overwhelmed the inexperienced mind of the young mutant. Her crush pounded her from behind while holding onto her hips. His thick balls slapped Kitty's and he was this close to emptying himself out inside of her.

Peter threw everything into one last jab which prompted Kitty to tighten around him. The tightening sensation made Peter spill the contents of his balls inside of her body. His hands brushed against every inch of Kitty. Long spurts of cum fired their way into Kitty's moist thighs and filled her up with a very obscene amount of cum. Her thighs tightened together the second Peter injected her with his seed.

Both came hard and fast, three when you counted Ava, from Kitty's sloppy pussy eating. Many juices had been exchanged after Peter planted his load inside the horny mutant.

Now with drained balls, Peter pulled away from Kitty. He followed the progress of cum draining from Kitty's thighs.

Both of the women looked very satisfied, and so was he.

End.