Author's Note: First attempt at a spideypool, sorry if Deadpool is a little off (never attempted to write the pov of such a blatant psycho before). Enjoy!

Spiderman swung through the streets of New York, senses open for any hint of trouble. A split-second warning was all he got from his spidey sense, before a large, black form pounced on him mid-swing. His momentum, combined with the force exerted by Venom – of course it was Venom – sent him sprawling into an alleyway, pinned beneath Venom's weight.

"Get off," he ordered, trying to make use of his strength to throw Venom off of him. Unfortunately for him, Venom seemed particularly determined. He grabbed hold of Spidey's hands, and forced his legs between those of the red and blue clad Hero, making Spidey's legs widen enough that he could get no leverage to flip them over.

"No need to be like that sspider," Venom hissed, tongue twisting in the air. "You need to join with usss," he hissed, pressing his body closer against the hero's.

Spidey felt a hardness press against his stomach, and he felt himself blush beneath his mask. "Get off of me, you creep!" he cried, doing his best to throw the black form off of him, aware that he was unintentionally rubbing against Venom's hard cock.

"We need you sspider. We need to take you."

"No. No. No. Nononononono," he replied strongly, still trying to somehow use his strength to get leverage to escape, he'd take scrambling away at this point.

"Need some help?" an amused and somewhat sarcastic voice asked from behind them.

If he were in any other situation, Spidey would be cursing the universe that Deadpool had appeared, but now he'd take any help he could get. "Yes! Get him off me!"

"You heard the Spider," Deadpool remarked, sidling closer to the duo.

"No," Venom replied, grasping both of Spidey's wrists in one so the other could glide down the hero's torso, coming to rest on his pelvis. "He is oursss," he hissed, squeezing the hero's cock.

"No means no, you asshole!" Spidey spat, still trying to wriggle away, somehow.

"We are much more interested in yoursss," he hissed in a provocative manner.

"Okay, you're done," Deadpool stated, coming behind Venom and pressing his forearm hard against his throat. "Now, let Spidey go, or I'll have to get rough," he commanded, pressing a touch harder against the creature's windpipe.

"But he musst be ourss," Venom protested.

"You need to work on your approach," Deadpool deadpanned. "Now…let the spider go," he ordered, tightening his hold on each word. Venom released Spidey's arms and he scrambled away from Venom as fast as he could, even going so far as to climb up the walls, keeping the black clad figure in his sight. "Go," Deadpool ordered, jerking his head to the mouth of the alley. Spidey didn't need to be told twice, he shot a web and swung away. The two could hear the whoosh of air as he swung from web to web putting as much distance as he could between himself and Venom as he could.

"Now, no hard feelings," Deadpool began. "But when someone says no, they mean no. Doesn't matter if you really want 'em, they need to want you too."

"We can feel how much you enjoyed the sshow."

"It was hot," he replied unabashedly. "It would have been hotter, if Spidey had been willing. If you really want to play with the Spider, you might want to work on your seduction techniques. Demands don't work. Unless of course, you're already in an established dom/sub relationship, and even then, your sub might tell you to fuck off if you haven't done your work to get them in the mood," he rambled. "I'm going to let you go now. Attack me, and I'll chop off your hand. Or your tongue. Whatever appendage happens to be close. Got it?" Venom nodded, and Deadpool released him, backing away a couple of paces, just in case.

"We will meet again," Venom hissed, before he vanished.

"Now was that a threat or a promise?" Deadpool wondered aloud. "Probably both. Pity Spidey wasn't interested, it would have been a good show, what with that snake-like tongue, and the tentacles I know Venom can create. It would have been even better if I could have joined in. Hmm, wonder if Spidey is feeling grateful? Better go track him down, just in case. Wouldn't want to waste the opportunity for some you-rescued-me sex."

It took little time for Deadpool to track Spidey down across the other side of the town. It was the furthest he could get away from that alley without leaving the city entirely.

"Thanks," Spidey muttered, not looking at his companion. Deadpool could tell he was blushing under his mask.

"We all get into sticky situations from time to time," he remarked, looking out over the city. "Why's he got such a hard on for you?"

Spidey nearly fell off his rooftop perch. "Did you have to phrase it that way?"

"It's the way I would have phrased it, even if he hadn't looked ready to rape you, so figured I'd stick with it."

"Thanks for that tact," he retorted sarcastically. "Venom wants to…attach itself to me, because I would make the perfect host. The…groping is new."

"So he's decided to merge in another way."

"That sounds even worse," Spidey groaned. He crossed his arms with a huff. "As if waiting for him to attack me wasn't bad enough, now I need to be concerned he might try and rape me if he gets his hands on me."

"You never know, my talk might have worked."

"You talked to him?!"

"Well, someone had to give him the 'no means no' talk. Since obviously no one else had…"

Spidey shook his head, but laughed all the same. "I doubt it would work, Venom is nothing if not persistent, but thanks, I guess, for trying." He glanced sideways at his companion. "You after anything in payment for services rendered?"

"Unless you're willing for some sexual contact, I'm good." Spidey glared. "What? You're hot – not like that suit hides much of anything – and I can take no for an answer. That's all you have to do, say no, and I'll leave it."

"That's it?"

"That's it. Well, that's it for now. Might make the offer again. In the future. Can't help it. You seriously look hot swinging on your web. And punching bad guys-"

"Just stop, please. I get it. You think I'm hot-"

"No, you are hot," Deadpool interrupted. Spidey shook his head again, but Deadpool could tell he was smiling. "You haven't said no."

Spidey glanced at him sideways again. "What do you mean by sexual contact?"

"Whatever you want, baby boy," he purred sidling closer. "We've already established I only do the willing."

Spidey considered him for a moment. "If I take you to my place, can I trust you not to share it?"

"Of course. And I have undergone torture."

"No wonder your sanity is on a sliding scale," he muttered and jerked his head for Deadpool to follow him.

Once outside his building, Deadpool's bike safely stashed, Spidey hoisted him into a piggyback and scaled the building.

"If that's what you think, why are we here?" Deadpool asked curiously.

"Because you fall more on the side of the angels, and with some encouragement, you'll stay there."

"That what this is, encouragement?"

"No," Spidey replied flatly, depositing Deadpool on his wide window ledge, while he disabled the security measures on his window. He slid the window open and ushered Deadpool through, before he followed, locking the window and resetting the security.

"So…no interest in Venom then?"

Spidey glared through his mask. "No matter how many rape fantasies anyone has, actual rape is a no-go," he replied flatly.

"That doesn't answer the question does it?" he replied, grinning through his mask. "Come on, not even the tiniest bit interested? When else are you going to have the real opportunity to play with tentacles? Not to mention that tongue," he added wriggling his eyebrows suggestively.

Spidey laughed. "Even if I was interested, which I'm not saying I am, I couldn't do anything until he was more like you."

"Me?" he parroted, voice part innocent, part amusement.

"Yeah, you know, bit of a psycho, but ultimately a good guy."

"Gasp!" he exclaimed, hands going up to his mouth. "You'll make me swoon, if you keep talking like that!"

"Ass," Spidey replied rolling his eyes. He detached his web shooters, and strode to his bedroom, aware Deadpool trailed him.

"I won't be crass, and repeat what Venom said, even if I am thinking it. But seriously, you really think that about me?"

"Yes. I'm not in the habit of saying things I don't mean – unless I'm covering for my alter ego."

"So you have one too?"

"There's that psycho thing again," he commented, pulling out the box for his Spiderman equipment, and placed the web shooters inside. "Am I going to need the suit, or can I put it away?"

"Leave it on the for moment. So, Venom?" he prompted.

"One word: talons."

"But you have advanced healing, don't you?"

"Doesn't mean I want to get scratched up by those things. I can't say I'd trust him not to injure me. Between the attacking, and the attempted rape, can't say he has any restraint. It would take a lot, for me to trust him in the heat of the moment. Why?" he asked suspiciously.

"Just wanted to make sure I wasn't a substitute."

"You telling me you've got tentacles, or a serpentine tongue?"

"Is that how you'd describe it? I suppose you would know."

"Yeah, he's a licker. Was even when he was attacking me. Look, are we going to do this or not?"

"I didn't say I wouldn't, just want to know whether to brace myself for you to moan 'Venom'."

"You that hard up?"

"You're that hot. So what do you want baby boy?"

"I want rough and dirty," he replied, glad his mask was still on to hide his blush.

"Knew you'd be fun," Deadpool remarked, sidling so close that his hard cock pressed against Spidey's ass. Spidey moaned. Deadpool splayed his hands on the hero's hips. "May I?"

"Yes," he moaned.

One hand drifted up the hero's torso, and began to play with his nipples, determined to make them hard peaks, while the other shifted until it rested over Spidey's telling hardness. "So hard," he purred, stroking the hero through his suit.

"Ah!" Spidey moaned.

"Dirty is easy. How hard do you want it? Prep? No prep? Little prep? Lube? No lube? Combo? How rough you had it before?"

"Never without prep or lube. Couldn't exactly admit I was Spiderman and could heal."

"So I'm the first to have been with you in the suit?" he purred, nuzzling Spidey's neck, firming his strokes just a touch.

"Yes," he moaned.

"Quite the compliment baby boy," he purred, grinding his cock against the hero's ass. Spidey hummed his approval of the action. Deadpool chuckled dirtily. "Hmm, we can either skip the prep or the lube – not both right out of the gate. Your choice."

"Prep," he gasped, which turned into a moan when Deadpool ground his cock harder against his ass.

"Naughty," he purred in approval. "And by the way, baby boy, when you start moaning names, it's Wade."

"Peter," he gasped.

He rotated his hips in reward. "You got any lube baby boy?"

Peter stretched his hand out to his desk, slid open a drawer and scrabbled inside until he unearthed lube, which he handed over his shoulder to Wade.

"Prepared, I like it," he retorted as he stopped playing with Peter's peaked nipples to grab the lube. "You want to stay here, or you want to relocate? Don't mind if I take you like this do you? If I fuck your pretty ass from behind?"

"N-no," Peter stammered.

"Which baby boy? Relocation or the position?"

"B-both," he gasped out. "Wade, please, fuck me."

"You beg so pretty," he breathed, releasing the hero's cock so he could bare Peter's neck, and tug his mask up above his mouth. He returned to his strokes as he bent forward and sucked the hero's neck.

"W-Wade," he stammered, come moaned.

"Don't worry, baby boy, not long now," he soothed, stopped his stroking and backed up a few inches. He tugged Peter's trousers down to mid-thigh, baring his luscious ass to his sight. "Mm, an ass just begging for spanking," he complimented, forgetting the lube in his hands as he grabbed hold of the hero's ass and squeezed.

"Ah, lube Wade," he reminded.

"Sorry baby boy, your pretty ass distracted me." He released the globes and closed the gap between them.

"Mm, haven't you forgotten something?" he asked.

"Not forgotten," he murmured, leaning forward until he could look over Peter's shoulder. "Just want to have a look at your cock. Mm," he moaned, biting his bottom lip. "It's just as pretty as your ass. I can't wait to suck it, or for you to suck mine. I bet you've got a good mouth," he moaned.

"Stop fantasising, and fuck me!"

"Yes sir," he replied, backing up those few inches again. "So needy," he murmured smugly as he slid his own trousers down to mid-thigh, his hard cock springing from its confines. He chuckled dirtily. "My cock's just as eager as you are, baby boy," he murmured as he poured a liberal amount of lube on his engorged organ. "You ready for this baby boy?" he asked as he tossed the capped bottle onto the bed.

"Yes!" Another chuckle and Wade gripped Peter's ass again, parted the hero's luscious cheeks, and plunged his cock straight into his Spider's hole. "Wade!" Peter cried as he slid home in a single stroke.

"You okay baby boy?"

"So good," he panted. "More, please."

With a grin, Wade set a hard and fast pace, getting more and more smug at each moan that spilled from his Spider's lips. "You're enjoying this aren't you baby boy?" he purred, shifting the angle of his hips until he brushed his prostate.

"Yes!" Peter cried. "Do that again," he begged.

Wade shifted his angle yet again, until he pounded Peter's prostate with every stroke, causing the filthiest moans to issue from Peter's mouth. "So pretty," Wade complimented, stroking Peter's hips as he sped up.

"Wade!" Peter cried as he came, moaning as Wade did a final, hard thrust and spilled his seed deep inside him.

"So perfect," he breathed softly, stroking Peter's hips soothingly as the hero came down from his high. "Enjoy that baby boy?"

"You know I did," Peter murmured, stretching his arms above his head and realising Wade was still hard inside him. "That's impressive recovery time," he murmured.

"What can we say," Wade murmured, leaning down to suck on Peter's neck again. "You make us rise to the occasion."

Peter let out a groan which turned into a laugh. "Very punny," he replied dryly.

Wade licked his mark on the side of Peter's neck. "You know you love it," he murmured, nuzzling. "Ready for another round, baby boy?" he purred, his hand sliding round and found the spider's telling hardness. "You are," he breathed hotly.

Deadpool shifted until his mouth was by Spidey's ear. "Shall we pretend you're a naughty student, and I'm a teacher, and bend you over the desk?" he tempted. Peter let out a moan. "So you have had that fantasy."

"Who hasn't had some variation of it?" he retorted.

"So was that a yes or no?"

"Yes," he moaned.

With a grin, Deadpool manoeuvred the teen over to his desk, and bent him over it, displaying his pert ass perfectly. "I expected better of you, Peter," Deadpool chided. "Dressing up like this," he sighed. He pulled one of the teen's cheek aside, displaying the cum leaking from his used hole. "And doing that too in the suit, no less," he murmured, shaking his head.

"I'm sorry Sir," Peter gasped.

"Are you?" he retorted. "I'd say you deserve a punishment for this, don't you Peter?"

"Yes Sir," he replied softly.

Wade struck the teen's ass cheeks with a wooden ruler. "What was that?"

"Yes Sir!" he gasped, voice tinged with pain.

"Better," he stated. He struck again, causing the teen to moan. "Hmm…" he trailed off, and reached beneath the teen, finding him hard. "You're enjoying this Peter," he stated. "I guess…" he murmured, rustling his clothing. "This means I'm going to have to change it."

"Sir?" he asked, voice tremulous.

"I'm giving you what you want," he stated with a smirk as he rested the head of his cock against the teen's hole. "Just perhaps not in the fashion you intended."

"Sir, you're so big," he breathed, awed.

"A cock slut like you can take me, can't you Peter?" he murmured.

"Yes Sir," he moaned.

"Without prep," he added before he thrust forward, sheathing himself in the teen in a single, powerful thrust. The teen groaned. "You are a cock slut," he murmured, gripping the teen's hips tightly. "Taking my cock so easily. Then you won't mind if I take you hard and fast, will you Peter?" he murmured, before he did just that.

"Ah!" he gasped, moaning as Wade scraped his prostate as he withdrew. "Th-there, Sir, please," he panted. "Please, Sir, please."

A wicked chuckle. "Please what, Peter?"

"Please Sir, I need to cum," he gasped with a frustrated moan as the older man only teased his prostate.

"Have you forgotten this is a punishment, Peter?" he purred. "I think I might need to stop you from cumming until I've had my fill of you."

"No, please Sir, please, I'll do anything, just please let me cum," he begged.

"Anything?"

"Yes Sir," he replied instantly.

"You may regret that," he drawled, before he thrust deep into the teen, hitting his prostate dead on.

"Yes!" he cried as he came hard, clenching so hard around Wade that the vigilante followed a second later. Peter rested his head on his forearms as he came down from his high. "That was seriously hot," he panted.

"You enjoyed that then, baby boy," he purred.

"You know I did," he murmured as he rose unsteadily. Wade wrapped an arm around his waist, holding the teen's back against his chest. "Did you mean it?"

"What, baby boy?" he asked, nuzzling the top of the brunet's head.

"About regretting it?"

Wade smiled against his hair. "I won't do anything you don't want," he stated firmly. "I might suggest something out there, but the ultimate choice is yours, that's how this works. Or at least it should be," he added with bite.

"Noted," the brunet responded, rubbing his backside provocatively against the other man.

A wicked chuckle. "Not satisfied yet then?"

"Far from it," he retorted.

"I knew you'd be fun to play with," he purred.

"Wade?" he murmured.

"Yes baby boy?"

"Could I ride you?" he asked and felt the older man still against him. "I know you're scarred," he spoke softly. "I can feel it," he continued, voice gently as he pressed against the older man's frame, "and that they're extensive. Let me see?"

"How about we start with you seeing my cock, and go from there?" he countered, tugging his mask back down. He pulled out of the teen, who made a disappointed noise. Another wicked chuckle, and Wade plucked up a toy, sliding it deep into the teen's hole. "Better?"

"Not as good as you, but yeah," he replied, stretching his arms above his head. He tugged his mask up enough to expose his mouth before he turned to the vigilante with a smile that didn't falter. Tension left his companion's frame. "Did you really think I would recoil?" he asked as he wrapped his hand around the other man's cock. "Interesting texture," he murmured as he ran his hand up and down the other's shaft. "I wonder what it'll feel like under my tongue?"

"Why don't you try it?" he breathed, voice soft. He licked a stripe up the older man's shaft, grinning up at him before he took his cock deep in one stroke. Wade's breath shook. "You've done that before."

Peter rose up. "It's not like I've had tons of partners," he retorted with a huff. "Just discovered early on that I've got a talent for it. Though, that might be because no one fucked my face," he added with a grin. Wade shivered. Peter's gaze travelled over the older man's frame, his smile coquettish. "Do these scars cover all of your body?" he asked breathily.

"Not the normal response I get," he murmured, "but yes." Peter shivered, and scraped his teeth over his bottom lip. "Again, not the normal response."

Peter locked his eyes with Wade's mask. "Then they're superficial bastards, that aren't worth your time," he spoke firmly. "I always thought scars showed you survived."

"Survived what, baby boy?" he murmured.

The teen lifted a shoulder. "Life."

Wade caught his hands and pulled him upright. "All right," he murmured, "time for the big test." He released the teen's hands to tug off his mask. Peter's expression didn't change, and the remaining tension left Wade's frame. "Definitely not the reaction I normally get."

Peter leant up and kissed Wade softly. He kept his arms wrapped around the older man's arms neck. "I already made my view of them clear," he pointed out with a grin. "Does this mean you'll strip for me now?"

"I'll not only strip for you, baby boy, I'll let you ride me," he promised, nibbling on the teen's bottom lip. "Do you have any classes tomorrow?"

"Not until the afternoon," he replied, head tilted curiously.

"Good," he purred, "I have so much planned for you." Peter shivered, and offered his mouth up to the older man, more than willing to play for as long as possible.