Avengers, Spider-Man 1. Chapter 1

Spider-Man and Shadowcat

Part1

Kitty Pryde was just your average teenager, well mostly average. She was a cute girl with curly brown hair that went down to her upper back with matching eyes. She was also a mutant in the X-Men, a group of mostly young mutant heroes. She was just sitting in her room at the moment a little bored. She was caught up on her homework but that wasn't the real reason she was a little depressed.

Lately it seemed that everyone not only had someone but was also having sex but her. She looked to all the posters of Spider-Man, she always found him to be really cool and when she got to know the man behind the mask she fell for him hard. How could she not? He was cute, funny, smart and the best guy she knew.

She sighed as she stretched out on her bed she just knew that everyone else was most likely having sex at this point. Hell there was loud music coming from Rogue's room and ever since she could touch she and Bobby had been going at it almost like rabbits. It was no secret about Ororo and Logan, then there was Jean and Scott as well. Hell even Xavier if the rumors were right was getting some with that Lilandra chick from that weird religious group.

For all she knew Piotr and Jean-Paul were at that point or could be. The only ones so far was mostly Alison and Kurt and who knows how long that would last. 'God I hate this…Why can't I be in on this? I mean I go out there all the time putting my life on the line. I've seen and done things no one my age should be so why the hell shouldn't I have something more in my life?'

It didn't seem fair at all, for all she knew she could die next week it seemed. Kitty looked at the posters of Peter in his costume and closed her eyes. She thought of Peter without his shirt she had seen that and he was lean but had a nice body. Her hands went to her body slowly starting to rub herself, they went to her humbled breasts feeling them under her shirt. Her fingers went to the nipples trying to stimulate them it wasn't as easy with the shirt and bra on.

Kitty went to her jeans and unbuttoned them and zipped down the fly. She put one hand into it through her panties as she started to rub her sex. She pulled up her shirt with the free hand and it went to work on her breast pulling the bra up so she could play with her nipples.

She stared to think of one of her favorite fantasies.

Kitty was dressed in her uniform as she was on the rooftops of New York, it was night and she was looking at the city from her place. "Hey there Shadowcat." She turned around to see Spider-Man there. She smiled as she leaned back on the edge looking sexy there.

"Hey there Peter."

He walked over to her and wrapped an arm around her waist pulling her up against him. She could feel his strong body against hers as he took his other hand to caress her face. "It's Spider-Man here Shadowcat."

She smiled up as she pulled the mask just up enough for his mouth to show as he kissed her. She wrapped her arms around his neck as he pulled her from the wall. She felt his hand go from her waist to her ass as he kneaded it. She moaned into his mouth feeling his strong hands there.

Kitty felt herself being taken to a wall as she felt herself being pressed up against it, his kissing went to her ear and then to her neck as he started to kiss, lick and suck on it. She ran her hands over his bogy moaning out. "Oh god you're so good at this."

"And you tastes so good too," he told her as a hand went to her top unzipping the front of it. He pulled it down slowly as her opened it up exposing her bare top to him. She wore no underwear in this fantasy as he went to her breast and started to suck on the nipple. She ran her hands through his hair feeling herself getting wet.

After a bit he worked his way to her mouth kissing her again, "I want you so much Shadowcat."

"I want you so much too Peter," She said through panting breath. "Please take me now."

He grinned as he pulled his pants down and she saw his erection there. He pulled one of her legs up as his dick went under her skirt. She felt the tip there and then he slowly put it in. "Oh yes! Yes Spider-Man, oh please fuck me." She told him as he helped her to wrap her legs around his waist. He held onto her ass as he started to move thrusting in and out of her body.

He would kiss her neck telling her how sexy she was, how good she felt. She moaned as she moved her head to give him a better angle at her neck. She gripped his shoulders as she started to thrust back onto him. Pretty soon the two of them were humping each other faster and faster.

"Oh god I'm going to cum soon!" He cried out.

"Then do it! Cum in me Spider-Man I want to feel it! Oh god yes! Yes! OH YES!" She cried out as she orgasmed.

Kitty's orgasm hit her in real life at that point as she arched on her bed feeling her pussy squeeze her fingers. She was left panting as she came off her sexual high but even this wasn't as good as the real thing she bet. "God I bet the others are having a better time then just me alone in my room like this."

=Rogue's Room=

Rogue the young girl from the south was on her bed naked with her boyfriend Bobby there kissing her body. Bobby loved her body, she was a sexy girl as he sucked on one of her large dark nipples into his mouth. He had a hand running over her sex feeling the slightly trim brown hair there.

He slipped in two of his fingers feeling her nice and tight passage, he kept kissing her body, sucking on her nipples as his fingers went to work. It took him some time at first to find her g-spot but once he did he went to work on it. He knew he was getting it how she liked it when she started to make these small gasping sounds.

Rogue dug her hands into his hair as he pleased her, she felt herself getting hot and wet. "I'm ready Bobby, come on and do me sugar." She said in a sultry tone.

He smiled as he kissed her, "You got it babe."

She spread her legs out wide as he got on top of her. He lined up smiling down at her as she smiled back, then he pushed himself inside of her. He loved seeing how she looked when she was penetrated. Her head tilted up as her eyes closed, she also let out a small gasp too.

Neither one of them had much experience with sex, hell they were both virgins until they had sex together. But they had no regrets and they loved the fact that they were exploring their sexual side with each other. Bobby propped himself up looking down he loved the way she looked when getting fucked too.

How she moved with each thrust, the way her breasts would giggle, everything. She pulled her knees up so that she could thrust back as she felt his dick move through her body. The first time had been pretty good, it hadn't hurt like she had heard and the more they did it, the better it got.

She had her mouth open as she panted, as he worked his way into her body. "Bobby move a little up," She told him and he shifted a little, he was hitting her in a slightly uncomfortable angle but now was hitting her in a very nice way. "Oh god yes like that sugar! Keep it up Bobby!"

"You got it, god damn you're one hot girl you know that?" He said moving with her feeling himself slide in but she was still nice and tight about his cock. The two started to work their way onto their orgasm both moving slowly but Bobby liked to use slow but powerful thrusts.

Each hard thrust would make the air come out of Rogue and she liked it, she gripped his ass as she used that to tell him how fast she wanted to go. After about five minutes of hard thrusting they were speeding up. Rogue moaning out as the two were in a frantic pace, Bobby grunting with sweat coming off his body falling onto hers.

He called out her name as he thrust several times, each one shooting his sperm into her waiting body. On his third thrust that shot out the last of his load that was when she gave out a low and long moan, her pussy clamping down as she hit her orgasm.

The two of them just rested after that, the two of them just resting beside the other catching their breath.

=Logan's Room=

"Oh goddess yes! Fuck me you animal! Fuck me!" Ororo cried out, she was on her bed on her knees slightly bent forward with her arms out gripping her headboard as it hit the wall with the power of the thrusts going into her body.

She was totally naked as her round breasts were moving with her, behind her was Logan. His body was like that of a barbarian, muscular, hairy and powerful. And he was fucking the hell out of Ororo. His hands gripped her waist as he slammed into her either with grunts or with growls.

Ororo quickly found out that Logan never made love like Hank had done, he just fucked you hard. Ororo didn't mind, she wasn't looking for love making at the moment. Deep inside she wasn't totally over Hank's death, he had been her first great love and a part of her would always miss him.

But Logan was what she needed, someone that would fulfill her sexual desire. He wasn't as large as Hank was, hell Hank even before the alteration that had been done to him had been the largest dick she had taken. But Logan was a very impressive size still as he tore into her body with it.

Logan was pounding away at her as she heard the wet sound of her sex and the slap of his flesh against her ass. "Oh yes! Fuck me hard Logan! Fuck me so I can't walk!"

He growled back as he increased his pace, now he was slamming himself into her making her scream out as he slammed hard right into her cervix. She was just concentrating on holding as he hammed her ass. Logan's thrusts got more urgent and she knew he was about to blow his load.

His growling picked up as he thrust into her one last time holding her against him as she felt his cock shoot out his sperm into her in a massive shot. She arched up screaming as her orgasm hit her. She was panting but only got a slight rest as Logan pulled her off the headboard, she was face down into her pillows with her ass raised him. Logan started to hammer her cunt again as he was ready for action making her scream into her pillow as she clawed the bed sheets.

=Jean's Room=

Scott was on Jean's bed as he was staring up into her pussy with the bald pussy there, Jean shaved it totally off liking the smooth sensation. Scott did the same for himself especially since it helped Jean with what she was doing. The two of them were in the 69 position as he buried his face into her vagina eating her out.

Jean moaned as she swallow Scott's dick into her mouth. She had to admit Scott really knew how to eat a girl out, he picked it up fast and most guys she had been with would never please another woman like that. It was so nice to have a guy go down on her and Scott would always be up for it since it really got her hot and horny.

And she in turn would suck down his strong cock as well and she was really liking to suck it too. One time when they had been along in the X-Jet while in a test flight she had gotten under him and sucked him off while they were flying, of course later on she rode him as he flew as well.

Jean was moaning as Scott's tongue went into her, flicking it around as he hit her really sensitive areas. He would caress her body and knead her ass, then he would also nibble on her clit as his fingers went to work. That and he always mixed it up so she never knew what he was going to do.

Plus there was the link they had, they would be able to feel what the other was feeling and this only added to the intimacy and pleasure they gave each other. But she didn't want them to cum this way at least not tonight, so she stopped and pulled off him. She smiled as she got on top and then started to slowly impale herself onto him.

"Oh yes Scott, you feel so good," She moaned out feeling him fill her up fully.

"God Jean you're just so incredible," He said his hands going to her impressive breasts kneaded them as she started to ride him. Jean rode Scott gently at first she loved how they could either fuck or just make love to the other. And making love to Scott was heavenly, he was so attentive to her needs and made her feel truly loved in her live.

Given how her parents pretty much abandoned her in that insane asylum being loved was what she truly needed in her life. She craved it and Scott gave it to her, unconditionally and she loved him for it.

Scott's hands would roam over her body, for him having Jean was the best thing in his life. He had loved her for so long and after having his life destroyed at a young age and the scars it left she was the light in his life. Soon the two of them started to increase the speed and force of it.

Scott gripped her hips as she pounced herself harder onto his thick rod moaning out loudly as he thrust up into her. It was at this point that their pleasure through their link merged so either one didn't know who was feeling what. Then like a white hot fire both came at the same time, Jean's body milking Scott's member for all it was worth.

Jean fell on top of Scott, both sweaty, tired but feeling very satisfied with each other.

=Peter's Place=

Peter had just gotten home from school and it was going to be a nice weekend for a change. He didn't have much homework at least for him, so that wasn't a major problem. Although his Spider-Man suit needed some repairs he had torn it a little and needed to sow it back. He wasn't looking forward to that, but he couldn't exactly had MJ do that.

Thinking of MJ and how badly they had broken up always hurt but they were at least talking to each other again. Sure things with MJ and Kitty weren't well hell they were practically really bad as both girls were jealous of each other. He sighed as he kicked off his shoes and went up to his room. Some days he just couldn't catch a break even in his love life it seemed.

Peter threw his backpack to the bed and then sat down and hand his hands over his face. It had been a long day and at least Friday was tomorrow and he was looking forward to that.

"Peter?" Came his Aunt's voice.

"Yeah?" He said back through his door as she walked up to it.

"Peter I'm going away for the weekend, my friend was put in the hospital." She said to him a little seriously.

"Are they okay?" Peter sat up a little worried.

"She's fine just had a nasty fall and broke her leg. I'm just going to see her, you think you can be okay until I get back on Monday?" She was a little worried since the last time she left he had Gwen around. Thinking about Gwen always made both of them a little sad about her death.

"Yeah I'll be okay I'm not totally helpless you know," Peter smiled at her.

"Good I'll leave some cash just in case and the phone number where you can reach me," She told him as she left him.

Peter lay back on his bed sighing wondering what he could do for the weekend. Plus he was thinking of calling up Kitty as well he hadn't talk to her in a few days (not counting e-mails or chat rooms). He got up and went to the living room to see if she was home or if the X-Men were on a mission or something.

As soon as he entered the living room the phone started to ring, "I got it Aunt May," he called out. He picked it up as she sat down in the chair next to it, "Parker residence."

"Hey there Peter," Came a voice he was hoping to hear.

"Hey there, you sure you're not part psychic? I was just thinking about calling you." He was happy to hear from her.

She laughed on the other line, "Just missed talking to you, god it's dull here. I mean everyone is all couple-like lately and I feel like I'm missing out because we're not under the same roof. So how are things?"

Peter started to go on about how at lunch he had to take down some clown nearby and him messing up his suit. Then the usual stuff, Flash being a jerk, the teacher forgetting his notes for the class and they had to wait ten minutes for him to find it. Kitty went on about her day, a Danger Room session they had how she was feeling at the moment.

"Yeah well maybe I can come over or something this weekend?" Peter asked her, staying at a mansion full of people was better then spending it alone after all.

"Won't your Aunt wonder where you are?"

"Actually she's going away for the weekend," He said and there was a pause there. He waited for a bit then when Kitty didn't say anything he got a bit worried. "Hey you still there?"

"Huh oh yeah just thinking…You know I could use some time away from everyone…Do you…You know think I could…Spend the weekend with you?" She shyly asked him and Peter had no idea what to say to that. On the one hand it would be great for them to have some time to spend together on the other, them alone in a house? He was a bit torn.

"Uh…Well what would the others say to that?"

"Well…Let me ask and if I can I'll be over is that cool? I really need to get away from here and it would be great to actually spend some time alone together where we can just you know hang out and stuff."

Peter guessed that if the adults said it was okay who was he to argue? Maybe it was a mistake but when you're a lonely teen things like this were like a god sent. "Okay but only if they say yes."

Kitty was grinning ear to ear, "Oh yeah you can bet on that." Although she knew that Xavier would be away with Jean and Scott as they would be looking into that religion thing about the Phoenix. And if she could ask Ororo for a lift she knew that she could get by with a little lie. She could be back and Xavier wouldn't know the difference after all.

NEXT UP PART 2: THE VISIT

Spider-Man and Shadowcat

Part 2

Peter was in school, it was Friday and he was in his last class of the day. He was really looking forward to the weekend, given how bad a week he had been having. It was the usual same old stuff that normally he went through but he was eager for something different.

His Aunt would be gone by now and by the time he got home it would be empty but not for long. He still couldn't believe his girlfriend was coming over, it was like a dream come true. He really liked Kitty, hell he was most likely falling in love with her. It wasn't love, at least not yet. Getting over MJ wasn't easy but at least he was still friends with her.

Kitty was someone that he needed at this point of his life. Someone he could count on, hang out with that could understand him, and someone he didn't have to worry 24-7 about either. It also helped that she was really, really cute and a very good kisser. He smiled at that and was daydreaming about her as his teacher went on about something. He wasn't paying attention, hell he could teach this class anyway.

He remembered how they first met, then later on when she asked him out on their first date, their first kiss. Plus that X-Men uniform with the skirt was really hot too, he'd always wondered what she wore under that but before his thought could start to get a bit more graphic the bell sounded breaking him out of his thoughts. 'Figures it couldn't wait ten more minutes until I was done to ring," He thought.

Peter went straight home, the normal way that is with no suit ready he wouldn't risk web swinging back home. He got to his home in Queens and used his key to unlock the door he saw his Aunt's car gone so he was right. He closed the door and stretched out, "Good to be home."

In the air fifteen minutes out Kitty was in the X-Jet as Ororo was giving her a life, she was so excited about all of this. "Thanks again for the lift."

"No problem and you're sure his aunt is there right?" She asked her over her shoulder. When Kitty came to her about this she was a little weary at first but when she said that his Aunt was there she figured it would be okay. Besides she had seen Kitty being a little down and having a boyfriend that lived in New York was tough.

At least at the mansion all the couples saw each other all the time, for Kitty she had to get dropped off or something. Plus there was also the little crime fighting she did with Spider-Man as well on the side, thankfully with that new costume her parents didn't know about that. They had enough issues with her being an X-Man.

"So then any plans?" Ororo asked the younger girl.

Kitty just shrugged, "Not really we're just going to you know wing it. We've never had to much time together so we're going to enjoy all the cool stuff couples can do now."

Ororo smiled as the flew on, when they got close to the area she hovered in the air. "Okay we're a few blocks away just to be safe."

Kitty nodded, "Thanks for the lift!" She called out as she quickly phased through the bottom and floated herself down. They landed in an area that wasn't residential and so she made her way to Peter's house. When she got there she hoped that she wasn't too early as she rang the door bell, shifting her backpack on her shoulder.

Peter raced to the door and opened it up smiling as he saw who it was, "Hey! I'm glad you could make it," He pulled her into a hug and she eagerly returned it.

"Oh yeah like I would miss out on this," She laughed as she looked around, she had only been here once at night and hadn't gotten a good look at the place. It was a nice home, had a warm feeling to it.

"Come on let me show you where we can put your stuff," Peter led her upstairs to a spare room that wasn't in use and most likely wouldn't be. He then showed her around the place as they ended up in the kitchen. She sat down by the table, "So what are we going to do for supper? Or do you cook?" She grinned.

Peter laughed, "Well not much I thought of just a pizza if that's okay with you."

"Yeah that's perfect, it's the teen food of choice right?" She joked and Peter smiled, he liked that she had a good sense of humor.

They did their homework for a bit then called in the pizza and finished off some sections while they waited. The meal was nice as they ate it in the living room and had a nice time. They watched a movie later with Kitty laying her head on his lap at one point. Pretty soon after that they started to kiss each other and things just grew from there.

They were on the couch totally making out with her on top. Things had been going so well and they were totally into each other at this moment. Their hands running over each other's body as they wrestled with their mouths and their tongues. Peter couldn't believe just how great things were, he was alone with his hot girlfriend and boy were things heating up.

He ran his hands over her bare skin and moved along her spin, he felt her shudder a bit and then he got a little bold and reached down and caressed her ass through her jeans. When she didn't protest he started to get a bit bolder.

Kitty couldn't believe just how hot and heavy things were but she didn't care at all. She in fact liked it she liked it lot, she stared to slip he hands under his shirt as she went to kiss his neck hearing him moan out a little.

Peter thought things couldn't get any better but then the phone rang making both of them jump. They looked at each other and laughed as he picked up the phone, "Parker residence…Oh hey Aunt May, yeah things are going well," He sighed internally.

Kitty got off him as his Aunt had called to check up on them, talk about your mood killers.

Later that night Kitty was shown into her guest room and thanked Peter. She slipped out of her clothing and went down to her bra and panties, they were pure white and was very soft fabric. She reached into her bag for the rest of things when she stopped. Things had gone so well today, and here she was sleeping in her boyfriend's house.

Peter was like the ultimate great guy, and when she thought of how they had gotten so hot and heavy downstairs before the phone call, if his aunt hadn't called then how far would they have gone? She sat on her bed thinking about that, did she really want to go all the way, to give up her virginity at this point? Normally she would say no, but given her life and the fact that this was Peter made her think.

If there was anyone she trusted with her first time with it would be Peter. 'So what am I going to do just go over there and what…Seduce him? Yeah like I can do that.' She sighed as she thought about all the times she had thought about this and when would she ever get another chance at it?

This could be their only chance for this and it had taken her all her nerves just to ask him out the first time. She was so nervous on their first date and now they were so comfortable with each other. 'Come on make a choice Kitty…'

Peter was in his boxers and a t-shirt getting ready for bed, so far things had been great. The movie had been fun, and they had a lot of laughs and talked a lot as well. Usually about their lives, what they were like before they got their powers. She was very interesting girl that's for sure.

He was about to turn in when he heard his door open and there was Kitty in a t-shirt and nothing much else. Hell he could see a bit of the bottom of her panties just a bit. "Uh…C-can I help you?"

She smiled a little nervously as she walked over to him. "You know I've been thinking about things…Peter how close are we as a couple?"

"Well I like to think really close, I mean we know pretty much everything important about the other. We got no real secrets from each other and I trust you. Why what were you thinking about?"

She reached up placing her arms around his neck, "I was thinking that you're the most amazing guy I've met and how much I'm glad I have you in my life," She kissed him then and Peter went into the kiss. He wrapped his arms around her waist pulling her close.

Their kisses stared to get more and more heated as she stared to kiss along his neck, her hands moving a bit under his shirt. "Oh god Kitty we should stop before we go too far." He breathed out heavily.

"Do we have to stop?" She asked him and he looked at her surprised by that response, "Today had been great and…Well…I don't want it to end…You don't think I'm a total slut or anything for asking this do you?"

"What?! Of course not, I could never think that about you," He told her cupping her face with his hands.

She smiled at him placing her own hands on his looking up lovingly into his eyes, "Please…Make love to me tonight Peter." Looking into those brown eyes he really couldn't say no to her. In fact if there was any girl he wanted to take this step with he was glad it was her.

Kitty took him to the bed by leading him by the hand. Both of them were nervous about this but both of them wanted it. She lay on her back as Peter got on top of her, stroking her face lovingly he kissed her gently. Kitty felt a one of his hands going for the hem of her shirt and she helped him to pull it off.

Peter saw her in her bra and panties and she had a great body, better then he had thought actually. He kissed her neck as one hand moved its way up her body, he gently cupped one of her breasts making her gasp. Kitty felt his hand there as he started to explore her body, her eyes closed enjoying the feeling of his lips and hands.

She eventually managed to focus enough on her powers and phased off his shirt, he was surprised as he looked down at her grinning face, "Sometimes these powers come in real handy," She giggled as she reached up and caressed his body, it felt even better then in her dreams.

Peter reached up and felt around her back, he wanted to get that bra off but he was having a little trouble and felt like a knob not being able to figure out how it unhooked. Kitty giggled as she phased her body so it would pull through her body. He gave a sheepish smile but was starting at her bare breasts.

They were very nice and had on light pink tips to them. He reached up to gently touch them and started to play with the nipples. He would roll his thumbs over them, roll them with his fingers and he noticed Kitty was started to breath a bit more heavily now.

"Oh god that feels so nice," She said softly her own hands kept running over his body. She also started to feel his penis start to grow under her through her panties and his boxers. She slowly started to move her hips as she felt the organ there against her slit. "ohhhhh," She moaned feeling it rub against her.

"Oh god Kitty," Peter moaned in response feeling her grind against him. They continued to grind against the others as they explored each other's bodies. Peter felt his dick get harder and the pressure building up on it, he also felt a dampness on it and looked.

Oh the front of her panties was a wet spot, by now Kitty couldn't take it anymore she was hot all over, especially inside of herself. She leaned down to kissed him the he put his arms around her and rolled her onto her back. He kissed her again and then to her neck, to her breasts as he took one of her nipples into his mouth making her moan even more. "Please no more teasing Peter I don't think I can take it. Please make love to me now."

"Anything for you Kitty," He whispered as she sat up and pulled her panties off and there he had her totally naked on his bed. She had a well trimmed patch of hair on her mound as he started to take off his boxers. Kitty had always thought what he looked like naked and he was still good looking although she had misjudged his size. He was actually a bit larger then she thought, not too large but definitely an improvement.

Peter got on top of her and felt himself at her entrance. He slowly moved inside of her at first, Kitty's face twisted up as her mouth made an O shape, looking like she was in pain and pleasure at the same time. Although for Kitty any pain was pretty small.

She felt him enter her, stretching her out like nothing else had and she was loving it. Then after he slowly got in far enough in he pressed against her hymen, he figured to go in fast and get it over with. "I'm going to thrust in hard but I'll stop, tell me when you're ready to go on okay?"

She nodded she trusted him and so he pulled out a bit and then he thrust in. There was a sharp sting making her give a small cry but nothing big. Peter waited for her and she slowed down her breathing and when she felt she was ready nodded to him. Peter slowly pushed in until he was all the way inside of her.

She was so wet inside and not to mention warm and she gripped his cock tightly as well. "Oh God Kitty you feel so good." He moaned as he then started to slowly pull out and push back in.

Kitty couldn't believe how good she was starting to feel. Any pain was fading and was being replaced by pleasure she never got when she masturbated. She was so full inside and he stretched her insides out in new ways. She could feel the veins of his cock against her skin.

"Oh god, oh god, please don't stop Peter it feels too good," She moaned out biting her lip as she tried to match his thrusts with her hips. It took a bit but they started to move together.

Peter tried to experiment a little with moving his hips as he fucked his girlfriend he read about a g-spot and wondered if she had one. When he hit a certain spot making her arch her back he hit it again and she cried out. Yep he found it now he just hoped that he could keep hitting it.

Kitty was moaning out loudly now, when he hit that one spot it was like an electrical current through her body. Pretty soon the two of them were fucking harder and faster as both of them started to feel really good. "Oh god Peter, harder! Please harder and faster! Oh god yes! Please I'm…I'm almost there!"

"Urgh! Oh shit you feel so good Kitty!" He started to grunt as he held her shoulders as he started to thrust faster and harder like she asked. She was crying out in pleasure not sure when this would ever end. Peter was making sure not to go too hard with his strength he could hurt her.

"Oh yes-oh yes-oh god! Augh! Oh! Yes-Peter I'm…I think I'm…OH GOD!" She arched her back as she came hard from her first orgasm from sex. Her entire body tingled a bit as she pulled him close.

"Oh god Kitty! Argh!" He felt her tighten up around him even more and it was all that he could take as he thrust one last time into her and held himself inside of her body. He felt her body milking his cum out of his cock as he shot out load after load of sperm into her waiting body.

Kitty felt the warm fluids enter her body as they climbed up through her cervix into her womb. The warmth felt nice inside of her body as she was panting for breath coming down from her climax as she held onto Peter feeling his cock slowly shrink inside of her body.

After that Peter rolled off of her both sweating and panting but both feeling very fulfilled. "That was just…Wow…" Peter smirked at the ceiling.

She was doing the same, "Yeah it was…now I know why people like doing this all the time." She giggled. The two of them snuggled up together just holding each other lovingly both of them enjoying the moment.

"I better get cleaned up," She sighed noticing the slight blood and semen. Peter noticed the same on his penis as they cleaned up a bit. She got back into his bed wanting to spend the entire night with him as he shut off the light and snuggled up with her under the covers.

The two of them were caressing each other's bodies in the night and soon Kitty felt something poking at her and knew it was his penis. "Ready again?" She asked him.

"Yeah that is if you want to." She answered him by kissing him and then this time she got on top. It was a bit easier this time around after he had loosened her up a bit and she still had some of his cum inside lubing her up. He looked up as he watched her ride his cock in the moonlight, she looked incredible at the moment.

The two young lovers spend a lot of the night making love to each other, holding, caressing, and enjoying each other as much and as long as they could until they were both exhausted and snuggled up and fell asleep in each other's arms.

NEXT UP PART 3

Spider-Man and Shadowcat

Part 3

Peter woke up to the nice warm feeling of a naked girl wrapped up around him. He smiled down seeing Kitty's head on his shoulder her hair partially hiding her face, last night had been great. He brushed aside part of her hair as she moaned something and shifted.

He noticed her leg was moving a bit, in fact it was her hips as she was rubbing her crotch against his thigh. 'Damn is she having an erotic dream? Well given last night I guess I can't blame her, hell I had a nice dream now that I think." Although it had been him in this large bed with Kitty sucking him off while there was a naked MJ behind him massaging his shoulders and next to him were Jean, and Storm.

Black Widow had just walked in when he woke up just when she was about to removed a red robe. Well maybe it was for the best besides he had a real girl here and that was better then any fantasy. Well unless you can get the fantasy to life but he wasn't that lucky.

So he'd just stick with what he got. "Oh god Peter that is nice…" Kitty muttered in her sleep and Peter nearly laughed.

"Well this is new," He was 'pleasing' her without actually doing anything. Well maybe not as he got an interesting idea. It was something they didn't try last night and he figured it would be the best way to wake her up. He gently placed her onto her back as he went under the covers.

He gently and slowly moved finding her sex, she was a bit wet already and he guessed it was a really nice dream. Hell he could even smell her arousal he had heard of that but never actually smelled it before. He licked the slit making her moan out and he tried it again. He kept on licking her and then used his hands to gently pull open the folds.

He ran his tongue around the hot pink flesh as her breathing increased, he then pushed his tongue inside of her body. Her hips jerked in reflex making her moan even louder. Peter explored her sex trying to find what she liked and what she loved. When he found her clit that's when she really started to react.

Kitty had been having a nice dream well a great one with her and Peter on this island alone. And boy was it real, she could almost feel Peter as they lay on the hot sand with him thrusting into her. Just when she was close to climax was when she woke up.

At first nothing but a half second later she arched her back, gasping as her body stiffened. It wasn't until it was over that she figured out she had an orgasm. Kitty felt movement as Peter pulled back the covers smiling up at her, "Morning, how did you like my wake up call?"

Kitty sighed feeling that tingling sensation in her lower regions, "That felt really nice."

Peter was glad that she thought so it was the first time he had done that to a girl it was nice to know he could make her cum like that. They decided on a shower together, they walked to the bathroom naked figuring since they had the house to themselves why not have a little fun?

The two of them washed each other, Peter washed out her hair which she had to admit felt really nice, he had strong hands. The two also rubbed soap over each other and explored each other's body. It was really erotic but they weren't confident about having sex in the shower without slipping. Peter's powers tended to not work as well on slick surfaces.

They dried off and Peter put on boxers and a shirt while Kitty picked out a shirt and only her panties on. She went without a bra for the moment noticing how Peter tended to look at her breasts and how they moved without it more. She figured a little teasing would be nice.

They made their breakfast both couldn't believe last night, and they kept on talking about it as well. Both asked if they had done well, after all it was their first time together and each one was worried they didn't please the other. Their fears were put to rest as each one told the other it was the best. They cleaned up and decided they may as well finish off their homework they had.

They didn't bother to dress much, Kitty found being like this a bit comfortable and Peter wasn't complaining. They helped each other with their work although neither one needed much help. They were both intelligent kids, maybe Peter a bit more so since he knew chemistry better then Kitty did for instance. But they two of them finished their work in record time.

"So…Now what?" Kitty asked putting her work away.

"How about we watch a movie? I got a few we could watch and it, if you want. Got any preferences?" Peter asked her. She smiled as they went to the living room with the nice couch, she made some popcorn and drinks while Peter put on a nice action flick. It was a good one not one of those mindless ones with just action, lame acting and stuff. Neither one really liked those kinds of films.

During the movie Kitty moved her head to Peter's lap feeling very comfortable. It was a nice movie and then they came to the scene with the hero and the girl starting to make out. Which of course turned into a sex scene, Kitty noticed Peter getting a slight bulge nothing major but it did give her an idea. He had given her some head this morning, why not return the favor, she figured.

She trailed a hand over his penis under his boxers making him jump, "Kitty what are you doing?"

"You don't like it?"

"Uh…well…n-not really…"

"Good," She smiled as she started to stroke him she reach in and actually pulled out his cock as she started stroking it gently to life. She wasn't sure what to do first so she gently started to lick the shaft. Peter moaned out a little so she did a bit more, after a bit she kind of lost herself into what she was doing as her nervousness slowly eased off. She started with just the head suckling on it in her mouth, it was weird but Peter seemed to like it.

She had heard about how this was done but now she had wished she had asked the other girls about this at least. But she gave it a try she slowly started to work it deeper into her mouth sucking on the warm member. She slowly started to bob her head up and down and felt Peter caressing her hair. "Oh god Kitty…" He moaned out it felt so nice.

Peter couldn't believe this but he wasn't complaining at all, the way her tongue moved along his shaft felt so nice. She would gently suck him, not hard and she did it in a slow manner. Peter had never gotten a blowjob before but he now understood what all the fuss was about, and Kitty was doing an incredible job.

She couldn't get the entire thing down, she didn't know how to deep throat so she just used her hand to gently stroke the base of his dick. Peter tried his best to hold out it was just too good and he wanted it to last. "K-Kitty I…I think I'm going to cum…" He struggled out and Kitty wasn't sure what to do.

She could stop and jerk him off but she didn't want to get sperm all over them, she figured to just try and take it. So she sped up, Kitty felt his member throbbing and tried to drink down all of the warm fluids. It was a strange taste, a bit bitter and salty but not totally gross. She pulled off wiping her mouth grinning at how Peter looked, he was just laying there a little limp all over.

"Damn…That was great, where did you learn that?" He asked and she just shrugged. They both had a small laugh about that. It was also the start of something else that day, it seemed that after last night both of them were thinking more about sex. After all they had the entire house and they finished up their homework…What else was there to do for two young people who had just discovered the joys of sex?

Kitty was resting on Peter as the two of them finished off the movie, Kitty washed her mouth out with her drink and she was thinking again. "You know…You think we'll ever have another time to do any of this stuff? I mean seriously our lives are pretty messed up and you know how hard it is to just find the time to hang out."

Peter sighed that was the thing about their relationship that he didn't like. "Yeah I know what you mean. What did you have in mind anyway?"

Kitty smiled and got up, she pulled off her top and looked over her shoulder. "I say we make the most of it," She giggled running off through a wall and Peter grinned. Sure maybe it was a little weird but hey they were in his home, they were alone, so what was really wrong with it? He got up for the chase and went looking for her wondering where she was, so he went to get a little something to help him when he caught her.

Kitty wasn't sure if she was just feeling frisky from her first time with Peter, how they were totally alone and could do anything or just something else. But she kept walking through the rooms trying not to laugh, she also went around pulling down blinds for a little privacy. When she got to Peter's room she thought about going throw his wall when she felt something sticking to her, suddenly there was more and she was hauled off her feet.

She gave a small yelp and looked to the ceiling to find her boyfriend there in his boxers and web shooters on. "Took you long enough to get here."

She smiled back at him, so far she felt the webbing on her wrists, arms, waist, thighs and ankles. She was supported so she wasn't in any pain as she looked up at him with a cheeky grin, "You do know I can just phase out of this right?"

"Now where's the fun in that?" He asked her as he landed onto the ground in front of her. He grinned as she wondered what he had planned and Peter figured she needed some concentration in order to phase herself. So he walked up to her and started to tickle her sides.

Kitty started laughing right away as she tried to get out of the wedding but it held on and the tickling was relentless. She was laughing so hard at one point she felt close to tears. "Oh god stop it-hahahahaha-please-hahahaha-I-I-heheheheh-can't take much more!"

Peter stopped leaving Kitty feeling that little lightheaded from all the tickling. Peter pulled down his boxers as he pulled off his web shooters and he got behind her. Her legs were nicely apart and he started to massage her back and shoulders. Kitty was already in an arched position and his hands were starting to feel really good.

Peter gently ran his hands over her bare body, his hands were so nice and strong and his touch was so gentle that Kitty let herself go limp enjoying this. Peter got to her ass and started to knead it just as good as the rest of her body. Making her moan as she was getting that familiar warm sensation between her legs, Peter moved aside her only piece of clothing as he started to use his one hand to stimulate her pussy.

He slowly caressed it and used his fingers to send shivers through her body. She moaned as Peter slipped in two fingers into her folds probing her body. He went looking for her sensitive areas. Kitty tried to rock her hips it was strange when she moved she would swing a bit so it took some trail and error but eventually Peter's fingers started to pump in and out of her body as she just got hotter and wetter.

"Oh Peter I can't take it anymore, please put it in me. I want to feel your penis inside me again," She breathed out heavily.

"You got it," He said pulling his hand away there were some of her fluids on it as she was dripping by now. He gently pushed the cock in savoring the feeling of entering her tight young body. They both moaned feeling her wrap around his cock, and the feeling of him filling and stretching her body.

This time there was no pain like their first time together, Peter gripped his hits and he thrust into her. She moved forward and then she would swing back right onto his cock. She was slammed back onto it making her grunt out as the tip hit her cervix. 'Oh god that was good!' Kitty thought to herself, she was sent forward and then back again.

Peter grunted as Kitty was fucked in this new and unique way. Her ass would slap against him as the sounds of sex were starting to pick up. "Oh god Kitty you feel so great!"

"Oh yes! Please don't stop Peter!" Kitty cried out sure it was weird way to have sex but there was something about being suspended in the air and being fucked from behind like she was. The swinging motion was unique and she had to admit she got kind of a thrill from how kinky this was. She bet none of the other girls had their boyfriends get so inventive on them.

"Oh god yessssss! Oh! Harder Peter! Fuck me harder!" Kitty cried out wanting him to pick it up.

Peter started to thrust in harder feeling her body getting tighter she kept on grunting with the effort as he quickly started to fuck her faster and harder. "Oh god, oh fuck Kitty, I'm going to cum!"

"I'm cumming too! Fill me up Peter I want to feel you cum in me!"

Peter held her to his hips as he came hard, both of them were a bit sweaty as he filled her up with his sperm. Kitty moaned out in orgasm as she felt his hot sperm shot into her body. Peter laid gently on her back his hands roaming over her body making Kitty feel nice as his hands ran over her chest as stomach and Peter still inside of her as well.

Eventually Kitty and Peter after a break got their second wind, Kitty phased herself out of his webbing as the two of them started to explore other sexual positions. Peter took Kitty against his wall like she wanted to in a fantasy she had with him. It was just as great as it had been in her dreams. Only without the costume maybe another time, she grinned at the thought.

Peter took her to his bed as Kitty rode him, after that they cuddled for a bit as they talked and took a break. Sometimes they would play around touching each other, kissing and fondling each other as well. When they were ready again they worked back up to it.

By now Kitty was on her hands and knees with Peter fucking behind her, both of them wanted to make the most of this day, to see if they could take as much pleasure as they could. At one point Peter just on impulse lightly spanked her once on the ass. Kitty yelped and then he thought maybe that was a mistake, he asked if she was okay.

Kitty had a few little fantasies of her in school and being hit with a ruler as she was bent over. She always thought it was silly and never told anyone that, but she asked him to do it again. Peter's blows weren't bad, he would leave a slight sting but it only helped to heighten it.

Smack! "Oh yes!" Smack! "Ohhh!" Smack! "More!" Smack! "Don't stop Peter!"

Peter never knew Kitty had this kinky side to her although he was kind of getting into it, "You've been a very bad girl haven't you Kitty?"

"Oh yesssss," She groaned thrusting back into him feeling the stinging blows bringing her to new heights.

"Oh yeah you like this don't you?" Peter smacked her cute little ass again seeing it slightly red.

"Oh god yes!" She cried out as she thrusts back harder and harder. She was totally losing it as she felt her most powerful orgasm coming on yet. Something about slightly mixing in the spankings and sex just really turned her on, she never knew about this side to her.

Exploring her sexual side was turning out to be pretty fun and educational to her. She moaned and cried out and soon she felt the pressure building and building until she couldn't take anymore. She arched back her head coming up as she screamed out. Peter felt her cunt which was already still tight and well lubed up, grip him even tighter.

It was too much as he once more filled her with his seed.

The two fell onto the bed tired, sore, panting and a bit tired. But both extremely happy with each other, Kitty rolled over as she rested on top of Peter snuggling up against him. "Oh god I think I can't do anymore," She reached down and touched her vaginal lips, they were red and swollen from all the use. But damn she didn't feel great elsewhere.

"Yeah I'm not sure you can break a man's penis from too much sex but I think we should take a few hours to cool off," Peter still have a grin on his face as she rested against him. Both of them just wanted to enjoy this nice little afterglow for as long as they could. Beside they still had the rest of the day to decide on what to do with the rest of it anyway.

Up Next Part 4

Spider-Man and Shadowcat

Part 4

The next morning Peter woke up first as he felt that morning to the feel of Kitty on top of him. He had to smile at the sight of her curly brown hair over her face slightly as she was sound asleep. To him she looked like an angel there and he really didn't want to wake her up.

Although he really needed to get to the bathroom too, so with a sigh he moved himself gently out from under her. He looked at the sheets and from all the sex in them, they needed a major cleaning that he would do later today. He sighed a bit knowing that she would have to get back to the mansion later today and truth was he would miss her.

It had been on hell of a weekend, one he was sure that he would remember for the rest of his life. He grinned at all the things they had done and he had been surprised by them. Peter never knew that either of them had that side to them but boy it sure was one hell of a road of self discovery. He would never look at certain rooms the same again in this house.

He pulled himself away from his thoughts as he went to his bathroom to relieve himself. He decided on a shower first, he needed it after looking in the mirror. His hair was all messed up and the fact that he kind of stank a bit from all the activity. Peter started up the hot water and got into the shower, it was one of those tubs with a showerhead in it and he preferred showers anyway.

He decided on getting his hair done first letting it get wet then adding in the shampoo, then rinsed it off. After that he picked up some soap in a protective container that was on a little shelf on the wall. Peter felt pretty good this morning, hell he hadn't felt this good in a long time really, for the first time he felt a bit more at peace with the world.

'Man who knew that having sex could make a person feel so good,' He thought to himself as he washed his body. 'Okay sure there is the normal good feelings that you hear about. But I didn't think that getting laid so much makes you feel better like this after words.'

He wondered just how much he and Kitty could do this again after she left. They could only see each other a few times a week and it wasn't like he had to house to himself most of the time either. Then you get that fact that her place is filled with people, two of which are telepaths. He sighed to himself thinking this over but his thoughts were pulled from that suddenly.

Peter never heard her, but when he felt two slender arms wrap around his chest, the feel of a warm soft skin, and a pair of breasts press up against his back he jumped in surprise. He cranked his neck around to see a grinning Kitty there. "Morning Peter, hope you don't mind. I woke up to an empty bed and when I heard the shower I thought of joining you."

He smiled at her as he slowly turned around and wrapped her up in his arms watching as the warm water danced off of him and her body. Her hair was already getting slightly wet as it started to drape over parts of her face. "I don't mind at all," He told her leaning down a bit to capture her lips with his.

Kitty pulled herself closer into the kiss savoring it. This was her last day here and she really wanted it to be memorable, although the entire weekend had been pretty much memorable. She felt his hands start to move to her back caressing the flesh as he pulled her against him.

She ran her hands down his chest to his back feeling the skin and all the muscles there. Kitty felt a few of the old injuries on his body as well that he had gotten as Spider-Man. Her hands went down lower to his ass and she had to admit he had a really nice ass, all those fancy moves must really work him out there.

Peter felt their tongues dancing in each other's mouths. After that he could feel himself already getting hard and the fact that she was grinding herself up against it only was helping it grow. "Damn Kitty you really know how to turn a guy on you know that?"

She smiled as she trailed kisses to his chest, "Well I could say the same about you Peter. Especially if a girl ever saw what you got here," She gently started to stroke his member making him groan a bit.

"Well with a girl like you it's hard not to want to do your best," He said kissing that spot on her neck that she really seemed to like. He heard a small whimper and then he trialed a hand down her sexy young body and reached her pussy. He started to slowly stroke the lips there teasing her gently.

They both started to run their hands over each other's bodies, they were becoming very familiar with each other in that way. Peter slipped in two fingers inside of her as he started to slowly move them in and out of her. Kitty started to gasp out a little as he own hand on his dick started to pump the shaft. She felt the throbbing in it as well from the blood pulsing through it.

"Oh god Kitty I want you so bad at this moment," he whispered into her ear.

"Then take me," She told him. He gripped her ass as he lifted her up, she wrapped her legs around his waist as he pushed her up against the wall. Slowly he slid her down onto him and he felt himself push up into her body. Kitty moaned feeling the now familiar sensation of being stretched out and filled up.

She tightened her grip on him as well as her inner muscles around his member, hearing him groan told her that he liked it. Slowly they started up to move, he would lift her up and down and thrust up. She would unclench her inner walls around him as she rose up and clamp down as she came back down also pulling herself against him with her legs.

The slow rhythm they started up soon increased, both groaning in pleasure as their bodies moved on. The heat in the shower rose up as the hot water washed over their bodies. After some time both of them were reaching their peek, Kitty was pressed up as close to Peter as she could get. Her breast rubbing up against his chest as she felt the heat between her legs grow.

The pressure she was feeling was growing as she was close to her orgasm, "Oh god Peter I'm almost there, just keep it up. Oh god you know how to really make a girl feel great! Oh yes! Don't stop, please."

Peter grunted out as he started to hold out as long as he could, he was pushing back his own release until she was ready. It wasn't easy but he was trying, he was thrusting hard into her feeling himself bottom out in her as he also tried to hit that spot that he liked as many times as he could.

Kitty started to cry out as she was getting closer now and she was thrusting her hips fast and hard. Then she gripped Peter tightly as her entire body just went rigid. He felt her groan out loudly and her pussy tighten up on him like a vise, the wetness of her cumming all over his cock.

"Oh Kitty," He groaned letting himself go knowing she had came. He thrust in as far as he could as he released himself. Kitty felt the warmth fill her body, she was getting used to that feeling and was liking it. She moaned knowing that his cum was all over her inner walls and being sucked up into her womb.

"Oh that was so good," She moaned kissing his neck.

"Yeah I'd say so," He replied caressing her ass. He knew that she would get come marks on her ass from all the gripping on it. "Now then…what were we doing before?"

Kitty smiled as they slowly got untangled from each other and they started to wash up each other's bodies. Kitty loved using the soap all over his body and how Peter returned the favor as well as his hands rubbed all over her body in a sensual manner. Both of them would tease each other as well, kissing each others bodies, running their hands over sensitive areas.

Peter would lick and suck on her breasts as he rubbed other parts of her body. At one point they ever started to orally tease each other. Peter was against the wall as Kitty was on her knees taking his member into her mouth his hands on her wet hair. She kept at it, improving a bit as she was learning what he liked until she felt the taste of him cumming into her mouth.

She swallowed it all as Peter took his turn, she had a leg on his shoulder as he was eating her out. She would grip his shoulders as his tongue probed her body, she told him what was working and what wasn't and soon he made her cum.

After washing each other's hair Kitty noticed that Peter was getting hard again. She thought of something then, it was the last day together and she remembered hearing Ororo and Jean talk about something and she was curious. "Peter do you mind if we try something…Different?"

"What do you mean?"

"Well…Don't think it's weird but I heard the other girls talk about it and I want to at least try it once."

"Well okay I'm up for it, what do you want to try?" He was thinking of what they had done so far and he had a few ideas but he just wasn't sure of what she was thinking.

Kitty turned around and pressed her front against the wall, "I was wondering if we could try it from behind…You know, trying out anal sex?" She wasn't sure if he would be up for it or not honestly. And she wasn't sure she could enjoy it, how was he to fit that thing in her ass he wasn't sure, Peter was nicely endowed and hoped it didn't hurt too much.

Peter was surprised he had heard of it but he never though what it would be like, "You sure about this?"

"Yes and I think the water will help but it would be nice for a bit more lubrication, I heard that when Jean tried it with Logan he was a bit too rough and she couldn't sit down all day after it, but Ororo didn't mind as long as Logan uses something to make it easier." Kitty knew that when Jean tried it, it had been before she and Scott got together and she often wondered if Scott took Jean in the ass too.

"Okay hold on a sec," He got out of the shower and soon came back, she saw he had a jar of baby oil. Something his aunt used on her hands, Peter put it on his dick as Kitty tried to put a bit into her ass just in case. She prepared herself as she felt Peter spread her ass cheeks.

Then she felt the head of his cock push up against her virgin ass as he slowly pushed in. She clenched her teeth feeling him stretch her out, it hurt like her first time only more so. She grunted out as he thankfully was being slow. "Are you okay?" He asked her.

"Just…go slow please," She grunted out.

Peter would push in a little and then stop giving her time to relax and grow used to it. Then he would push in a little further, Kitty wasn't sure how girls were supposed to like it, it hurt slightly and it was uncomfortable.

By the time Peter was fully in he could tell that Kitty was having trouble with it and he stopped thinking on what to do. He couldn't just pull out, but he could try to make her feel better. He took his hands from her hips and slowly ran them up her sides, he softly and gently started to caress and knead her breasts.

He massaged them and his fingers played over her nipples, Kitty felt this and was glad for the pleasure he was giving her it was helping actually. After a minute of this she was starting to feel better, then he really started to help her out. She felt one hand trail down her stomach and slowly started to rub her sex.

She moaned in pleasure this time as she felt his fingers against her lower lips, then he started to gently move them inside exploring it, moving around and his thumb went to her clit and started to play with that. Now Kitty was getting the familiar hot feeling rise up in her.

Peter after a few moments of this figured he would try it now, he very gently pulled out a little and then slowly went back in testing the waters. She grunted but it sounded like a mix of pleasure and discomfort. So he tried it again and soon he got a very slow rhythm going. He had to admit it felt different in her ass then in her pussy, but it was a lot tighter back there.

Kitty's hands were gripping the wall as best she could feeling Peter's fingers inside of her vagina manipulating her pleasure centers there and his dick moving in her ass. She was in a mixture of pleasure, discomfort and a little pain but it was all melting together so she wasn't sure what she was feeling.

She tried to relax as best she could, and after a few minutes she was starting to move her ass against Peter's hips. She could feel herself starting to get used to Peter's dick in that part of her body now and the pleasure his hands were giving her only helped out. The lubrication also made Peter slide in and out of her body a lot more easier.

Finally she let out a moan as she started to thrust back with more power. She was starting to see why Storm didn't mind this, maybe all she needed was to get used to it like when they had done it the first time. It was easier for her to have sex with Peter now then at first and she hoped that this meant the same for anal sex.

It wasn't as good as normal sex but she was learning that it wasn't all bad. She started to breath out more easily now too, "Peter…You can go a bit harder now, I…I think I'm getting the hang of it."

"If you feel that way," He started with pulling out until the head was still in and then thrust back in. Kitty's back arched as she grunted out but she told him to keep going so he did. With each thrust Kitty gave a groan but she still pushed her ass back against him.

They continued on and soon Peter was getting into this, her ass was really tight and he wasn't sure how long he could last in it, his fingers started to pump Kitty's pussy and she started to moan out even louder. Soon the two of them were moving against each other as fast as they could.

It wasn't as fast as they usually could get it, given that Kitty still needed to loosen up some but it was still great. "Oh god-oh god-uh-oh fuck-oh Peter!" She grunted out as she felt herself cum, it wasn't the greatest she had so far but it was still good.

Peter felt her tighten up on his fingers and the juices flowing over his hand but he was still a bit off. After a minute of humping the young teen's ass did Peter gave one final grunt as he came in her ass. Kitty had waiting for him to be done and thankfully it hadn't taken long.

She felt the flow of his cum hit her insides and then him slowly sliding out. She felt that she kind of preferred regular sex but if Peter wanted to try anal again she wouldn't be apposed to it, although she would have to talk to Ororo about it first before she agreed to it. Her ass was now starting to throb a bit with her coming down from her sexual high.

After they cleaned off they decided to give the shower a rest before they used up all the hot water. Kitty had a little trouble walking after that and she found out sitting down was pretty uncomfortable. But Peter was there to help out, they laid on his bed with her on her stomach as they talked. Nothing in general and Peter even gave her a back rub to make up for her discomfort.

She smiled when he did so, he was a perfect guy. Totally nice and knew how to please a woman too. Although by noon Kitty had to leave, given she had to get back and Peter's aunt would be back in a few hours anyway.

"Well I had a great time Peter," Kitty told him as she was a his door, all ready to go.

"Yeah I'm really glad you came Kitty, it was….Well it was the best weekend of my life," He blushed a bit and she did the same she too felt like that it had been. Both of them would remember this weekend for the rest of their lives.

Kitty reached up and kissed him passionately as he wrapped her up in his arms whishing she didn't have to leave. But he knew she had to and when they pulled away he stared into her pretty face trying to memorize the girl that opened him up to the world of sex. "Take care and I'll call you later tonight okay?"

"I'll be waiting for it Peter," She smiled at him.

=Later=

Kitty was back at the mansion in her room, she was reading a book on her bed humming to herself. There was a smile on her face that had been there ever since she had gotten back home. A weekend alone with her boyfriend where they had spent time there getting to know each other in the most intimate way possible for a young man and woman.

She was too preoccupied with her memories to actually read her book, she just kept coming back to some of those special memories. She also didn't notice Ororo walking by her door. The older teen smiled as she crossed her arms and leaned on the doorway. "Well looks like someone had themselves a good time."

Kitty jumped shocked by Ororo's voice. "Oh god I think you nearly gave me a heart attack." She told her placing a hand over her heart.

"Sorry but you sure do look like a girl who had a nice time." Storm came over and started to walk over to her bed and sat down. Studding the younger girl and Kitty was getting a little nervous at how she was looking at her. "So…Finally went all the way with him huh?"

"W-what!?" Kitty's face fell in shock at how she knew that. "I-I don't know what you're talking about."

Ororo laughed out loud, "Kitty I know all the signs, and girl you really got them. That smile, the humming and the fact that I noticed that you were taking care while walking too." Kitty blushed she had thought no one had noticed. It wasn't easy after all after that weekend she was still a bit sore below the waist.

Ororo figured out that when Kitty went over there to Peter's something had to happen. She hadn't been stupid when she had dropped Kitty off and to tell the truth she didn't care if Kitty had sex or not. Hell it was all over the mansion and she knew it. "So…How was he?" Ororo gave her an interested look.

"Uh…well…" Kitty wasn't sure if she should or not.

"Oh go on you know you want to brag about doing Spider-Man," Ororo said light heartedly.

It took only a few seconds for her to blow since she had been keeping all that inside. "Oh my god it was so amazing! I mean we were just going at it, and he really has a really, really nice body. I mean really nice. And he was so gentle in our first time and so loving. We coddled after and it was the best weekend of my life!"

Both girls broke out laughing as Kitty went on about the weekend to Ororo who listened in eagerly for the dirt.

Miles away in New York on over Manhattan there were two heroes sitting on a rooftop. Spider-Man and Johnny Storm the Human Torch, Peter had just finished up telling his friend all about his weekend. When Johnny had been going on about how great his was Peter couldn't help but top him.

By the end of it Johnny wasn't sure if he believed him or not, "No fucking way dude, I mean I know you and her are tight and all but there's no way."

"Hey she forgot a pair of her panties back home for proof."

"You serious?"

"Oh yeah, luckily I found them before my aunt did, that was a close one." Peter sighed under his mask. Although he sure hoped that his aunt didn't find them in his room either, trying to explain that would be very difficult. "So then since I think we've settled whose had the better weekend and one which you'll never be able to top."

"Hey! I will so."

"Not in this life time buddy."

Johnny grinned at him, "Hey I meet babes all the time it's only a matter of time."

"Uh huh, that Crystal girl is off in a secret location with her people and most of the others are villains that want to kick your ass. Unless you think you can make it with some hot alien chick."

"If I do I hope she's green, man that would be hot."

Both guys ended up laughing as they started up with another topic, although Peter couldn't wait to see Kitty again and also a part of him wondered when they would be able to relive a few fond memories of that weekend as well. Their relationship certainly would never be the same again but maybe that's a good thing too.

THE END

**NEW ONE**

AN: This story Is a request from JViper who helped create the story line. This story will be a little different from what I usually write containing a lot of tease and built up with little to no actual sex in the first few chapters. Hope you all enjoy."

Peter Parker sat in one of the many training rooms in Avengers tower. Recently he's been training with his fellow Avenger Carol Danvers better known as Ms. Marvel. Recently she'd been helping Peter work on various grappling techniques. Since he'd been bitten by that radioactive spider Peter had become incredibly strong and he had always counted on that and his spider sense rather then any actual fighting abilities. But not long ago Shang-Chi had trained him in martial arts and even helped him developed his own fighting style and Peter had found it very useful so he decided to learn more. If nothing else it could come in handy when fighting someone as strong as him. He'd asked Carol if she could help help him since she had military training and the strength to actual go toe to toe with Peter. They'd been working together for a while now and it was going well. Peter and Carol really got along well. And of course it was a nice bonus that she was gorgeous. She was running late , she'd never been late before and Peter was starting to wonder where she was, he got up to go check the monitors for any super human activity in the city figuring she was off fighting some villain. Just as he was about to open the door his spider sense went off with just enough time for him to quickly jump out of the way as the door swung powerfully inwards.

"Sorry, sorry I'm here." Carol said entering the room in a rush.

Peter was about to answer her when he got a look at her and his jaw dropped. Carol was wearing one of her old uniforms that Peter had only seen pictures of. It was coloured red and blue, her legs were exposed except for her boots, the bottom of her uniform sitting high on her hips showing off her curvy figure, there was a diamond cut out of the front showing her flat toned stomach the top point of the diamond coming a little short of her chest which stretched the material of the costumed making her breast look even bigger then normal, She had a star resting between the two large mounds, the whole thing was finished with a long red scarf and a domino mask. Peter found himself staring at how sexy she was, the pictures of this outfit did not do it justice. Carol always looked sexy but this was just amazing.

"So what do you think." Carol said holding her hands out as she smiled. She could tell he was mesmerized and she was proud of her ability to do that to men. "I felt like going back to my old outfit." She explained. Peter continued to stare not saying anything. "So... do you like it?" Carol asked again.

Peter was snapped out of his hypnosis and stammered a quick "Y... yeah you look great." making Carol laugh a little.

"Well thank you." She said, her pride continuing to grow. "So we should really get started." Carol continued moving towards the mats set up in the middle of the room.

"Yeah whatever you say." Peter answered now mesmerized by Carol's amazing ass, her new uniform rode so high on her hips that it practically became a thong in the back, her round cheeks almost completely exposed. Peter followed her , his eyes never leaving her rear until she turned around to look at him. He shot his eyes up hoping she wouldn't catch him but he could tell by the smile on her face that she had. He was glad his mask hid his red face.

"So how about we start with some arm and leg locks." She said rubbing her hands together.

Carol began taking him through a few basic holds. First demonstrating on him then having peter do them to her. She showed different ways to gain control of someones arms of legs that could potentially even be used to break bones if necessary. Peter was having an even harder time then usual staying focused. He just couldn't help it, Carol's tits and ass called to him. Of course the nature of the training made it even worse as there was so much physical contact. Like when Carol was showing him a straight arm bar. She had him lay on the ground with her legs laid across his chest and his arm pulled up along her torso with her holding his wrist near her neck. She was explaining the various advantages and disadvantages of the position but Peter couldn't hear any of it. All he could think about was her ass pressed against her side and his upper arm pressing against her crotch and of course his fore arm between her big soft breasts. He couldn't help thinking about how amazing it would feel for his cock to be between the mounds.

"So you got it?" She asked him snapping him from his fantasy.

"Uh... yeah yeah I got it." Peter lied.

"OK how about I show you a back mount."

She move around behind him with her arms and legs wrapped around him to control his arms and legs. Once again she was explaining the position but Peter was lost. He could feel her chest pressed against his back and he could swear he could even feel her nipples poking into him. He started picturing her wrapped around him like this but from the front, her naked form bouncing up and down his shaft.

"Peter!" He heard her say forcefully

"What what?!" He answered his fantasy once again torn away.

"Were you even listening." She asked letting him go.

"Of course I was." Peter answered turning to her.

"Oh really. Why don't you show me?" She asked knowing he hadn't been paying attention to her.

"Uh... OK." He said nervously.

He moved behind her and wrapped his arms and legs around her as best he could to match her demonstration. Unfortunately for him this position made focusing even harder. He had her firm butt pressed right against his dick and against his inner protests he began to feel a stirring in his cock. He tried desperately to think of anything to stop it but it was no good. As his dick grew harder he just kept picturing Carol naked in front of him like this as he fucked her from behind.

"See Peter your positioning is all wrong you have to-" Carol started before stopping abruptly. She felt something poking her in her ass. 'No!' she thought to herself. 'that can't be what I think it is'. Carol's face started to turn red. She didn't know what to do.

"Oh crap!" Peter said quickly pulling himself from Carol's body. "Uh... I uh... forgot I have to be somewhere." He lied quickly making his way towards the door, making sure to keep his body turned away from her.

"Oh uh sure no problem." Carol managed to say not knowing what else to do as Peter ran from the room. Carol thought over what had just happened. Had he really gotten hard? Peter? She knew he had found her attractive but damn she didn't know it was that bad that he couldn't even control himself. She wasn't sure how to feel. Should she be angry? No it wasn't his fault. After a while she just found it kind of funny and actually kind of flattering. She figured if anything he gave her a compliment.

Peter was mortified as he swung back to his apartment. There was no way she didn't feel that. What was he a 15 year old boy? He couldn't control himself for an hour? 'Well that's it' he thought. 'I had a pretty good run as an Avenger but there's no way I can ever go back there. I knew it was to good to last. Well I guess that's just the old Parker luck finally kicking in.'

Peter landed on the roof of his building and crawled down to his open window. As he took his mask off he noticed a text on his cell phone. He checked it and saw it was from Carol. He figured it would be her telling him how disgusted she was with him and almost didn't open it but figured he might as well see how bad it was.

Hey! Good work today.

Don't worry about what happened.

You know, you leaving early.

See you next time.

Peter stared at the phone reading the message a few times over. 'She must have felt it' he thought 'there's no way she couldn't have' Then he noticed her saying not to worry about what happened. She must be referring to him getting hard not actually him leaving early. Wow she really must be cool with it. Peter finally relaxed realizing nothing bad was going to happen. "Oh thank god." He said out loud and collapsing onto his bed.

Carol laughed to herself thinking about Peter. She couldn't help but laugh at the thought of him freaking out about what happened. She had been shocked at first but she wasn't offended in any way. Having thought about it more she was actually pretty happy about it. It made her feel really hot and she had to admit it was a bit of a turn on that she had that kind of power over Peter. She was definitely looking forward to their future session.

The weeks went on and Carol continued to teach Peter and during every single session she had the same effect on him. After just a few holds Peter would be hard as a rock and he'd either come up with some excuse to leave or do everything he could to keep her from realizing what happened, but of course Carol always knew. After a while she even started having a little more fun with it. She would press up against him a little harder or let her uniform shift to make it just a little more revealing. She even made a game of it to see how fast she could get him hard. She couldn't explain why but she loved it. She found herself enjoying watching Peter squirm and it even started to turn her on a bit to have this kind of power over him. More then one night had led to her playing with herself while thinking about what she had done to Peter in their sessions. Her skilled fingers manipulating her pussy and making herself cum over and over again. She didn't know if she actually wanted to do anything with Peter himself but she loved the power. Finally she decided she wanted to see just how far she really could push this.

At her next training session Carol showed up and started things out the same as usual with Peter. They chit chatted a bit and then she had them start the new moves she would be teaching him today. Carol laid back on the ground and spread her legs, as she told Peter to get on top of her between her legs he was a little more then hesitant.

"Oh come on Peter. I won't bite." She teased him with a sexy little smile before adding "Unless you want me to."

Peter finally took the position doing everything he could not to picture Carol naked in front of him.

"This is called a guard position," she said wrapping her legs around Peters waist and roughly pulling him into her. "See just because you're on top doesn't necessarily mean you're in control." As she spoke she began to very lightly move her hips up and down on Peter's crotch. She had to suppress a smile as she could already feel he was at full salute.

Peter could feel Carol pressed against his cock. He could swear she was grinding against him but that couldn't be right. Oh god it felt so good. He knew there was just the thin material of their uniforms separating his hard cock from her pussy. How he wished that barrier was gone and he could be inside her. As she kept explaining the position but he didn't hear a single word.

Carol was doing everything she could not to let Peter know she knew what was going on. She continued to lightly rub herself against him, feeling his hard dick rubbing against her lower lips and making her wetter by the second. Watching him squirm above her was driving her wild. She thought she might just cum right there. She decided to take it up another notch.

"Of course sometimes being on top is the best place you can be." Carol said as she rolled both herself and Peter over so that he was now on his back beneath her. This gave her even more control over the situation. She pressed herself harder against him, even going so far as to let out a small moan.

Peter heard her moan and he knew he'd been right. She was definitely grinding against him. Did she want him? What did this all mean? He could hardly focus with her huge tits swaying just above his face, her gorgeous orbs moving every time she grinned against him.

"Peter." She said her voice going to a sexy moan her hips never slowing at all, "I think we both know that something has been going on in these sessions beyond your training. Your little friend down there has been getting very excited." Peter gulped not knowing what to say. "It's OK." She said reassuring him "It's flattering that you find me so attractive." She moaned again as she rubbed his hard cock head against her sensitive clit. "And I'd be lying if I said I hadn't thought about it." She leaned in closer to him, her lips right beside his ear as she whispered. "Your hard cock entering my wet pussy it would feel so good."

Peter felt like he was about to explode. He could feel Carol's wetness soaking through their clothing and coating his dick. As she leaned into him he could even feel her hard nipples pressing against his chest.

Carol sped up her gyrations as she kept whispering in his ear. "God peter it would feel so good." Her hand moved between their bodies and took hold of his cock and she began to directly rub his cock head on her clit. "I get so horny thinking about it sometimes, it's hard to keep control." Her breathing increased as she felt more and more pleasure. Peter let out a moan beneath her and Carol felt a surge of pleasure shoot trough her knowing she had him in the palm of her hand both literally and figuratively. Between the physical pleasure she was giving herself and the joy of manipulating Peter she knew her orgasm was close. She rubbed him more forcefully gripping his cock so tight if he'd been a normal person it would have popped.

Even with his strength Peter winced at her grip not sure why the pain sent a jolt of pleasure through him.

Carol kept talking to Peter about how she wanted him so bad. She could tell he was about to cum and that pushed her over the edge, her body washed with joy. She looked down at Peter as she came, his cock still in her strong grasp. She smiled as she could feel him trying to hump into her fist. She let go of his hard cock and quickly stood up off him. Her legs shaking a bit from her orgasm. "But you know Peter it would be wrong for us to sleep together, I mean we work together and that would just complicate things." She said with an evil little smile on her face.

"But.. but ... you just..." Peter stammered. How could she say that after what she just did.

"I'm sorry Peter." She said with clearly fake sympathy "I hope you understand." She quickly moved towards the door and walked out leaning back in at the last moment adding. "Oh but I still expect you to be here for our next session." Then she was gone.

Peter was left laying on the floor on the verge of orgasm and completely confused. Carol had just used him like a dildo and left him there with a serious case of blue balls. How could she do that to him? And she expected him to come back? No way in hell was that happening.

But then again... Maybe she really just didn't know what she had done. Maybe she just lost control of herself but realized what was happening and left. Maybe next time she'd take it further. How could he risk missing out on that possibility.

Carol quickly made her way home where she immediately stripped of her clothes and spent the next several hours playing with her pussy. She couldn't believe how amazingly horny she felt at the thought of leaving Peter there on the verge of jizzing his pants after she used him to get off. She spent the whole night making herself cum again and again until she lost count.

Finally, the next morning, as Carol lay in her bed in what was practically a puddle of her own cum, she began to wonder if what she had done had been worse then she originally thought. After all Peter was a really nice guy and she'd sort of used him. She knew she should feel worse about it but it just kept turning her on more and more. Eventually she decided she needed a second opinion on it all and there was only one person she could trust enough to tell all of this to.

To be continued

(AN: Once again I'd like to thank you to JViper for helping develope the story line and for beta reading this story. I hope you all enjoy.)

A New Strand:

"Bullshit!" Jessica Drew better known as the Avenger Spider-Woman said to Carol. "There's no way you did that."

"I swear!" Carol told her. Carol had just finished telling Jessica everything she'd been doing to Peter for the past weeks.

"Nope. Sorry no way." Jessica said shaking her head in disbelief.

"Jess come on have I ever lied to you?" Carol Told he trying to convince her friend as the two of them sat in Carol's apartment drinking coffee.

"No but come on. You're telling me you've basically been dry humping Peter during your training sessions? It's just so unbelievable."

"It's true." Carol insisted.

"Oh my god you're serious?" Jessica asked.

"Yes!" Carol continued to insist.

"Oh my god Carol what is wrong with you." Jessica said with a mixture of shock and amusement finding the whole thing kind of funny.

"I know, I know." Carol answered laughing a little bit. "It's stupid and mean of me but I just can't help myself." She explained.

"This isn't like you at all." Jessica said taking a long drink from her glass.

"I know and I mean Peter's such a nice guy I kind of feel bad but I just couldn't stop." Carol kept explaining.

"You know you're a huge bitch?" Jessica asked her with another laugh.

"Yeah I know" Carol said accepting the criticism. "But to be honest I kind of like it." Carol said blushing.

"You know I never would have pictured you to be the type of person who got off on power." Jessica said shaking her head still trying to make sense of everything.

"Neither did I but it's amazing." Carol told her. "Have you ever… you know done anything like this?" She asked.

Jessica laughed as she answered. "What? Tease a guy till he's about to explode then just leave him there with blue balls? No I have never done that." Jessica could barely stop laughing long enough to get the words out.

"Well I gotta tell you, you should really give it a try sometime." Carol said. "I never came so hard in my life."

"Really?" Jessica asked with a mixture of emotions from skepticism to curiosity to amusement.

"Absolutely." Carol said with a smile. Feeling a familiar warmth growing between her legs. "I'm getting a little hot just thinking about it."

Jessica pondered those words for a few minutes before Carol spoke again.

"So honestly do you think I was to mean." Carol asked her a bit of worry seeping into her voice.

Jessica thought for a moment before saying. "I don't know maybe. I mean you did leave him high and dry after using him for your own pleasure. But then again he kept coming back again and again after you'd started it."

"Yeah but he didn't know I was doing it on purpose till just this last time." Carol answered.

"Oh yeah I'm sure he thought you just kept wrapping your ass and tits around his cock by accident while you kept pushing your crotch on his face." Jessica said full of sarcasm.

"I guess so." Carol said thinking that over for a moment.

"Look the only real way you'll know if it was too far is if he shows up to your next training session or not."

"I guess you're right." Carol said.

"Well of course I am. I'm always right." Jessica said with a laugh soon to be joined by Carol. They soon moved on to a new topic and the rest of the night continued as normal.

Later that night Jessica was lying in bed trying very hard and failing to sleep. She couldn't stop thinking about what Carol had said earlier, especially about how she had never cum so hard in her life. Jessica couldn't help but wonder what it might have been like to experience that kind of control over a guy. Making him want her so bad and using him to get off but not worrying about him getting off at all. She found the simple thought of it was turning her on a bit.

One of her hands slowly began to trace down her naked body coming to rest on her moistening pussy lightly stroking it as she continued to ponder. She imagined it had been her teasing Peter as she began to move her fingers with more purpose, circling her clit and getting slippery from her wetness. Jessica let out a small moan at the thought of Peters' cock rubbing against her pussy through his uniform, pushing against her sending jolts of imagined using him the way Carol had. Holding him down and rubbing his length against her lower lips till she her body shook with orgasm, and just as she reached her peak in her fantasy so to did she reach it in reality. She body tightened as every one of her muscles clenched, her fingers pressed tightly against her clit as she loudly moaned in pleasure.

She was amazed, usually when she masturbated her orgasms were relatively subdued and relaxing but this just left her aching for more. Just the thought of dominating a man in that way had her more work up then she'd been in a very long time. She couldn't help but wonder if maybe Carol was actually on to something with this whole thing. These thoughts continued to fill her brain until she finally drifted off to a sleep filled with dirty dreams.

The next day Jessica reported to Avengers tower. She was one of the avengers on call that day meaning they had to sit around the Tower in case anything came up so they could respond immediately. She walked into the large living room clad in her skin tight uniform, the red and yellow spandex hugging her sensual curves nicely. Then she saw who her partner was for the day. Spider-Man was sitting on the couch watching TV. Jessica couldn't believe it. Her brain instantly began to fill with thoughts of making him her play thing. She tried to push them from her mind thinking about how it would be wrong for her to do that to him but she couldn't stop.

"Hey Jess." Peter said waving to her. "What's up?"

"Oh uh not much." Jessica answered being pulled from her thoughts. She looked at him lounging on the couch his legs spread. Her eyes looking to the slight bulge of his crotch at she was wondering what it might look like if she got him hard. Maybe she could just do that. After all she was an attractive woman if she got him hard that wouldn't exactly be mean. She settled on that thinking that it was a reasonable middle ground for her to try out this power thing. She thought about using her pheromones but thought it would be more fun to at least start without them. Jessica slowly sauntered over making sure her hips had a nice sway to them with every step. As she neared the couch he stretched her arms behind her back like they were stiff and pressed her chest forward giving Peter a clear view of her ample breasts.

Peter's eyes almost shot out of his head as he saw this. Jessica had always been a very sexy woman but she seemed like she was oozing sex at the moment. He did everything he could to try not to stare as she stretched but he wasn't doing a very good job of it. She flopped down on the couch bouncing a bit as she landed making her chest jiggle.

Jessica had to keep herself from smiling as she could already see Peter getting hard. He quickly shifted around crossing his legs to cover himself from her view. She was disappointed that he was taking away her fun and she knew she had to push it further. She saw an opportunity on the table in front of them. There were a few magazines pilled there. She stood up again and moved to the table standing directly in front of Peter and then bent over to flip through the magazines putting her spandex clad ass on full display. She began to hum and slightly sway her hips as she looked at the various books.

Peter could feel his heart pounding and the blood rushing to his hardening cock. Jessica's ass looked so amazing swaying back and forth in front of him. He wanted nothing more than to reach out and grab the mounds of flesh but he had better control then that, though he didn't seem to have enough control to stop staring.

Jessica finally moved back to the couch with one of the books in her hands. She lay down on her stomach facing away from him her legs lightly and playfully kicking back and forth in the air as she pretended to read the book. Every time she would glance back towards Peter she caught him staring at her ass. One time when she looked back he noticed her head move and their eyes locked for a moment, Peter was trying to think of what to say to keep himself out of trouble but Jessica just gave him a seductive smile and returned to her reading.

After a while Jessica rolled over on to her back, arching her back as much as she could without making it completely obvious and she now got Peter looking at her chest instead of her ass. Jessica moved her feet into Peter's lap asking.

"You don't mind do you?"

"Uh… no, no go ahead." Peter stammered.

Jessica smiled as she began to move to the next step of her plan. Her feet began to lightly slide around Peter's lap till she found what she was looking for. One of her feet grazed across his hard cock.

"Oh Peter I'm sorry." She said feigning surprise. "I didn't realise you were so… Excited. Is that because of me?" She asked.

"I…uh… it's…" Peter stammered not knowing what to say.

"Hey don't worry its ok." She said smiling to him. "After all it's only natural. Besides I mean look at how I'm dressed." She said her hands sliding along her form to emphasise her point. "You think we women don't know we're turning you guys on?" She began to move closer to Peter as she waited for him to answer.

"Well I guess I never thought about it." Peter said barely getting the words out.

"Come on Pete I'm sure you have." She continued to move closer. "I mean you've seen Carol's new outfit. It rides so far up you can almost make out her pussy. You're trying to tell me you never stare at her in that outfit and think about fucking her."

"Well…I…I…" He stammered trying to move back away from her before being stopped by the back of the couch.

"It's ok you don't have to tell me." Jessica said "I already know the truth. I was talking to Carol the other night and she told me all about you're little training session romp."

Peter froze. He didn't know what to say. What had Carol told her exactly. She couldn't have been completely honest. Could she?

"And Peter I have to say I think what she did to you was just cruel." She continued to move closer until she finally just climbed on top of him, straddling his lap feeling his cock pressing against her crotch. "I mean she told me she just couldn't control herself even though she knew she couldn't do anything with you since it would be wrong to sleep with someone on the team." Her arms were wrapped around his neck as she leaned into him talking right into his ear. "But the way she used you was just wrong. Just thinking about it makes me feel bad for you."

Peter was still frozen solid. Being this vulnerable was becoming far too common.

"Tell me did she sit on top of you like this?" Jessica asked him. He could only nod his head in response. "Rubbing against you?" She asked with a small moan as she began to rock her hips back and forth along his cock, feeling it glide along her lower lips making her wet. Again Peter could only nod, his eyes glued to her chest as she slid back and forth on his lap.

Jessica became silent as she continued this way for several minutes helping to build both of them up. After a while she reached between their bodies taking hold of his cock through his uniform. "I bet then she grabbed you like this didn't she?" again he nodded. "And she probably used you like a dildo, rubbing you against her sensitive little clit." She whispered to him as she began to do just that. Peter moaned as he nodded once more. "That selfish bitch." She said. "How cruel of her to use you like that." She was circling his cock around her slit and moaning after each statement.

She fell silent again taking her time to enjoy this. Jessica used him to touch herself getting closer and closer to her peak. Part of her still couldn't believe she was doing this but it was way too good to stop. Her other hand began to play with her tits right in front of his face. She smiled as she saw him staring at her hand massaging her spandex clad chest. She was so excited by everything she was quickly building towards her peak.

"I bet she used you right till she came didn't she?" Jessica asked through haggard breaths. She wasn't even paying attention to Peter anymore having no idea if he answered her or not. She roughly pinched one of her nipples as she began rubbing his cock against her with as much speed as she could. After a few more moments that was it. Jessica threw her head back in ecstasy, her moans filling the room as her back arched.

Peter was so close at this point as Jessica's body began to relax, a few more small tremors of pleasure shooting through her. She smiled as she breathed heavily. "That really must have been so mean of her." Jessica said one last time as she climbed off of him.

"Wait but…" Peter started before she cut him off.

"I know what you're going to say." Jessica said stopping him. "But look Pete it wouldn't be right for us to do anything either. Like I said teammates shouldn't sleep together. It really was wrong of Carol to treat you that way." She smiled as she began to walk away from him. "Anyways I'm gonna take a shower. Don't worry; I'll be out quick if anything happens."

Peter was left staring at her back as she walked away from him. He sat there, once again rock hard and with no relief. He couldn't believe this had happened again, and with a different woman. He didn't know what to do. He knew he should have stopped her when it started but part of him had been hoping it might really go all the way. How could he be so naive?

Jessica was in the shower. The hot water cascading over her body as she had two fingers buried deep inside her pussy, wriggling back and for getting coated in her wetness. She fingered herself to multiple orgasms as she thought about what she had just done. She couldn't help but think Carol had been so right. She had never came so hard in her life. And she knew this wouldn't be the end of it.

The Final Strand:

Peter's life had completely turned upside down. First Carol had started using him for her own pleasure and now Jessica had joined in as well. The two of them had been becoming more and more persistent with their use of him over the last few weeks. Every chance they got they would corner him, get him turned on and use him to get themselves off, all the while telling him how much they wanted him and how much he turned them on, before leaving him unfulfilled. He knew he needed to put a stop to it but he just couldn't. Deep down there was still a part of him that thought one day they might actually go through with it and actually just fuck him.

Things were really getting out of control. They would dominate him in more and more compromising positions. They would even do it with some of the other avengers right in the next room, or sometimes they'd make comments while they were out on missions. Always things no one else would catch onto but it still made him nervous. Carol would talk about how much of a sweat she worked up during their last training session or Jessica would mention how much she enjoyed having watch duty with him and how good it made her feel. He even got the feeling they were trying to one up each other. It was getting to the point that regardless of what he hoped he was going to have to find some way to stop it for good. Then suddenly it stopped.

It had been a full week wince either of them had done anything and Peter was starting to think it might actually be over. He found he had a strange mixture of relief as well as a strong feeling of disappointment that it had never actually played out. But even if he was disappointed Peter was finally able to walk around Avengers tower without being worried he was going to be groped at any moment. Then it happened.

Peter had his head in the fridge looking for some food when suddenly from behind him he heard a sultry voice say

"Hey there."

Peter jumped so high he actually ended up sticking to the ceiling looking behind him at the now upside down image of Carol behind him in her full uniform.

"Whoa didn't mean to scare you there." Carol said with a giggle. "I was hoping I could talk to you." She continued her hand behind her back as she lightly rocked back and forth on her feet innocently.

Peter dropped back to the floor, flipping in the air to land on his feet. "I'm really not so sure that a good idea." Peter said as he tried to walk by her.

"Wait" Carol said her hand going to his chest to stop him from leaving. "Look Pete I actually just wanted to say I was sorry." She looked sincere.

"…Really?" Peter asked her skeptically. She seemed to be acting out of character, he never even saw her like this before she began using him.

"Yeah look Jess and I have been talking lately and we agreed that we've been really awful to you lately, and she'd be here to but we thought both of us coming to you at once might be a little much" She explained to him.

"Oh well uh…" Peter stammered, surprised by her apology. "It's okay I guess."

"No Pete it's not." Carol said. "And I was hoping I could make it up to you." She said actually beginning to look a little shy.

"…How exactly would you do that?" Peter asked her after she didn't elaborate.

"Well you know this all started because I was actually attracted to you, sooo…." She started before taking a nervous breath and continuing. "I was wondering if you might want to go on an actual date with me." She asked.

"You're serious?" Pete asked her shocked before continuing without giving her a chance to answer him. "You spent all that time using me and saying how it would be inappropriate for team mates to date and suddenly you've had this complete change of mind?" He asked her.

"I know, I know, like I said we were real bitches to you and honestly I really want to make it up to you and I thought this was something we might both want since you never stopped me." She said apologetically "But I get it if you don't trust me. I haven't exactly earned. Look I'm just really sorry."

Peter thought he could see tears forming in her eyes as she turned away from him and began to move towards the door. Suddenly he felt this pull inside him, his brain was screaming at him not to do it but before he could stop himself he heard the words coming out of his mouth. "Well I guess one date couldn't hurt."

Carol spun around quickly a big smile on her face as she ran towards him and threw her arms around him. "On thank you Peter, thank you." She screamed like a fifteen year old girl who just got her first date. Then that image was suddenly gone as she leaned in closer to his ear and whispered. "And I promise it'll be a date you never forget. I'm going to make up for every single moment I owe you."

Peter was once again stunned by her. She pulled away from their hug and she was suddenly back into her innocent persona giving him some details about what she thought they could do that Peter was only half listening to. Instead of listening to her he couldn't help but thinking about all the ways she might make things up to him. His mind was filled with images of her naked body bouncing on top of him or writhing beneath him as he finally got to fuck her. Carol finally told him when and where to meet her which snapped him out of his daze before she said goodbye and gave him a kiss on his cheek, which she accentuated with a lick of her tongue up to his ear. She then walked away with a bounce in her step Peter had never seen from her. The second she was gone his head was once again filled with dirty fantasies that he couldn't believe his luck he might actually get to live out.

Carol left Peter behind as she left the room. As she walked into the hall a mischievous grin crossed her face. "Oh if only you knew what we have planned for you." She whispered to herself with a slight laugh. She could already feel herself getting wet just thinking about all the fun she was going to have.

Peter stood outside Carol's door debating with himself. He'd spent the last several days trying to decide if this was really a good idea or not. After everything Carol had put him through could he really trust her or was she just fucking with him again. He couldn't decide what to believe. He'd known Carol for years and up until recently he never would have had a bad thought about her but recently he didn't know if he could trust... but he just kept thinking what if she was telling the truth. After all there had been flirtation between the two of them in the past, and she always had been honest before. He just couldn't risk passing it up he decided. His hand lifted to knock on the apartment door. After a few moments the door opened and Peter felt his jaw drop. Carol was standing in front of him looking better than ever. She was wearing a small black dress, going just low and high enough to cover everything that legally had to be.

"Wow Carole…" Peter started "You look amazing."

"Thanks." She said brushing her hair back "You don't look too bad yourself." She told him. Peter felt underdressed though in comparison, he was just wearing a button up shirt and khakis. "So are you ready to go." She asked him with a giggle noticing he hadn't taken his eyes off her dress.

"Yeah." Peter said snapping out of his daze.

"Then let's go." Carole said taking Peter's hand and leading him away.

Carol quickly led him out of the building and into a cab. They took a quick ride to a club. As they left the cab Peter could see the line stretching far from the doors, he looked at Carol saying.

"The line looks pretty long, should we wait or try someplace else."

Carol laughed as she answered. "Oh Pete you're so cute." She again took him by the hand and walked him past the line of people waiting. As they neared the doors Carol pulled a small card from her chest and flashed it to the bouncer. The muscular guard took one look and pulled the red velvet rope aside for the two of them as they walked in. Peter smiled as he heard the groaning of the people they had passed still waiting for a chance to get inside.

"What did you show him?" Peter asked her confused.

Carol turned and showed him her Avengers I.D. card. "Just one of the many perks of not having a secret identity." She told him with a laugh.

Carol led him into the club, the music a loud techno beat with lasers flashing everywhere. The club was filled with people, tons of attractive women in skimpy clothes but the second Peter and Carol entered all eyes were on her. Peter felt a swell of pride as all the guys stared at the girl he was with.

"So do you want a drink?" Peter said leaning close to Carols' ear, still needing to yell so she could hear him over the music.

"Ummm… I don't drink." She responded into his ear.

The look on her face suddenly reminded Peter that Carol was a recovering alcoholic. 'Way to put your foot in your mouth.' He thought to himself "Right sorry I forgot I didn't mean to…" Peter began to reply before Carol cut him off saying

"Don't worry about it. How about se just dance?" Carol then pulled him to the dance floor.

Peter was stunned as they began to dance. Carol looked like pure ecstasy the way she moved her body. Her hips swayed and her arms wrapped around him. He could feel her body pressing against his as she moved. She kept a good pace changing things up constantly. She'd be facing away from him, her round ass grinding against his cock. Then she'd be facing him her chest pressed against his as her hands caressed his hair and her hot breath teased his neck. It wasn't long before she pulled him into her for a kiss, her tongue vigorously invading his mouth in search of his own. They began to make out heavily on the dance floor, her body still gyrating against his. Peter could feel himself getting hard as her hip rubbed against his crotch.

They spent hours on the dance floor, Carol never tiring as she moved her body in amazing ways and making out with Peter on and off. Finally it was time for last call and Carol looked Peter in the eye saying simply to him "Take me back to your place."

Peter couldn't get out of the club fast enough, his mind again filling with images of Carol's naked body writhing beneath him. They quickly hailed a cab and spent the entire time making out in the back seat. Once they finally got back to Peter's apartment he quickly led Carol to his room where they continued kissing. She pushed him down onto the bed as she stood in front of him. Peter's eyes were glued to her as she took hold of the sides of her dress. She began to push her dress down her body first revealing her huge breasts now clad only in a strapless black lacy bra. As he dress continued down he saw he flat toned stomach before she turned around bending her body and pointing her ass at him as she continued to peal her dress off. He saw a black lacy thong matching her bra that disappeared between the round cheeks of her ass. Peter stared amazed at her perfect body as she turned back towards him.

"Now close your eyes and get ready for a surprise." She told him with a sly grin on her face.

Peter followed her orders eagerly awaiting his surprise, and surprised he was. He suddenly felt cold metal slap around one of his wrists as it was pulled up to one of the bed post. Peter opened his eyes just as Carol clasped the other side of the hand cuffs to the post.

"What the hell?" He asked confused, where had she even gotten hand cuffs.

"Come on Pete." Carol said in a sensual voice. "You must have realized by now I kind of get off on control. I promise you'll have fun." She told him.

"I really don't know that this is…" Peter began to protest before the words caught in his throat as carol leaned over his body to reach his other wrist, her tits were hanging right over his face as she cuffed his other hand.

"Good boy." She said smiling as she then moved to his feet and cuffed them to the foot posts of the bed. Peter was now spread across his bed feeling very vulnerable. Carol climbed up onto the bed with him saying. "Now those are adamantium cuffs so they should even hold a strong guy like you." Carol kissed him again briefly on his lips before moving to his neck. As she continued to move down his body she ripped his shirt open, her muscles tearing the fabric like tissue paper. She slowly kissed and licked her way down his chest, and then she began tearing at the rest of his clothes until he was completely nude. "Ooo is that for me?" Carol asked looking at his erect manhood. It was then that they heard a knock on the door.

Peter looked confused, wondering who would be knocking on his door so late. "Oh that must be for me." Carol said quickly running from the room. Peter called after her wondering what she was talking about but she ignored him. He heard her feet padding through the apartment, and then heard the door opening. Neither carol nor whoever she led in spoke, but he could hear them laugh and it was definitely another woman. Peter was getting really nervous as he heard the two of them begin to walk towards his room. Carol walked into the room and over near peter, her hand rubbing his chest as she began to speak.

"So I told you the other day that both Jessica and I were really sorry for what we had done. And it wouldn't really be fair for just one of us to get the chance to apologize so I have one last surprise for you." She said motioning to the door.

Peter looked over just as Jessica walked into the room. She was wearing a long coat covering her up. "Well don't I seem over dresses?" She said looking between Peter and Carol, she shrugged off her coat letting it fall from her body. If Peter hadn't already been hard he would be now. Jessica was standing there wearing some of the sexiest lingerie Peter had ever seen. It was a deep red color and looked to be made of lace, it the bra made her tits look even more amazing than usual, and her thong framed her ass perfectly. She even had a corset and a garter belt and stockings.

"So do you like my outfit?" She asked with a small laugh as she did a spin. "It sure looks like you do." She finished motioning towards his cock standing straight up.

"So Peter do you think you can forgive us?" Carol asked. Then just as Peter was about to speak she interrupted him "Actually why don't you wait till we're through. Now just lay back and let us take care of you."

Carol and Jessica then both moved until they were standing in front of the bed, Carol put her hands on Jessica's hips and the two gorgeous women began to lightly kiss. Peter stared in awe as the two of them began to explore each other's mouths, their tongues dueling between their lips. Their hands began to play across each other's bodies, caressing in places and squeezing in others. Carol's hand gripped Jessica's ass pulling the brunette in closer to her as Jessica's hands eagerly unclasped Carol's bra letting the garment falling to the floor. Carol's breasts were exposed, her hard nipples pointing towards her partner. Jessica eagerly took one of the pink nubs into her mouth, her tongue swirling around it making Carol moan.

Peter stared on the whole time watching the two beauties play, he could feel himself growing more aroused by the second, it turned him on even more that the two women kept staring him in the eye as they fondled each other.

Carol gasped as she felt Jessica's teeth lightly biting her nipple while Carol's own hand found its way into the front of Jessica's panties seeking her clit. Jessica's legs shook slightly as she felt Carol's fingers touch her sensitive button. The two of them continued to become more and more desperate in their touching, light caresses turning to strong pressure rubbing over their skin. Their breath became heavier as they began to remove what little clothing they were each wearing.

It wasn't long before they were both standing before Peter, all their most private areas exposed to him. Carol was now completely nude, Peter's eyes came to rest on her shaven pussy, and he could already see her wetness. Jessica in contrast still had her corset and stocking on but her bra and panties were long gone. Her tits were just as big as Carol's and her nipples pointing just as hard. Jessica however had a small triangle of hair above her pussy, trimmed neatly. Peter continued to stare at the beauties as they're hands and tongues explored each other.

Just as Peter began to feel his dick was so hard it would burst their touching began to fade until finally they broke of contact with each other completely. They began to approach Peter from opposite sides of the bed, Carol on his left and Jessica on his right. Their hands soon reached out to touch his skin lightly caressing their fingers up his legs nearing his hard cock. Both of them skipped right over his manhood though instead moving to touch his muscled abs and chest. Carol leaned in close to him and he could feel her hot breath on his neck before she very lightly nipped at him with her teeth. Soon Jessica had her lips on his neck as well. Carol began to move up until he was nibbling on Peter's ear as Jessica started kissing her way down his body.

As Jessica neared his cock her hot breath enveloped his dick. Peter felt her finger tips graze his length ever so gently making him moan. As this was happening Carol moved herself up along his bod until she was in a crouching position over Peter's face. He could see her glistening pussy just inches from his mouth, he could smell her intoxicating aroma so near. Finally she lowered herself onto his face, roughly forcing her pussy into his mouth. At the same moment he felt a warm softness wrap itself around his cock. Peter eagerly began lapping at Carol's wetness tasting her for the first time, he moaned into her as he felt the softness around his cock moving up and down his length, he wasn't sure what she was doing but he could tell it wasn't her mouth but whatever it was it felt amazing.

What Jessica had done was envelope Peter's cock with her tits and she was now bouncing the large orbs of soft flesh up and down. Carol looked over her shoulder to watch her friend tit fuck him and she began to play with her own breast while Peter ate her out. She grasped at her chest desperately, roughly squeezing and rubbing her sensitive nipples increasing her own pleasure while grinding herself against Peter's tongue. Carol was so turned on by everything that it took her practically no time at all to reach her orgasm and when Peter's tongue finally found her clit it was enough to push her beyond the point of return. She moaned loudly and bucked her hips, her back arched and her muscles spasmed at she came.

Peter never stopped licking at her opening, lapping up as much of her cum as he could as the rest coated his face. Carol's body slowly relaxed and she rolled off of him to lie panting beside him, letting Peter finally see Jessica at his cock with her tits bouncing up and down. The sight was amazing and Peter almost lost control of himself in that moment letting out a moan.

"Whoa now." Jessica said pulling away from him, taking the warm pleasure of her cleavage from him. "We don't want you cumming to fast. We still have more fun planned." She said as she walked over to her coat lying on the floor, she dug into one of the pockets. She pulled something out and walked back to peter and held up a small ring "This should help you control yourself." She said with a laugh. She then clasped the ring around the base of Peter's cock. It felt very tight around him and a little uncomfortable but there wasn't anything Peter could do and if this is what it took to finally sleep with the two of them he wasn't going to argue. "There now you won't cum to fast." Jessica told him while she tightly grasped his cock quickly pumping her fist up and down to prove her point. "Now let's take things up a notch." She continued as she swung her leg over his body so she was startling him. He could feel her pussy pressed against his manhood.

Jessica Raised her body slightly leaving a few inches between them, Peter then saw Carol's hand reach between them taking hold of his cock and pointing it straight up towards Jessica's waiting pussy. The brunette slowly moved her body down but just as his cockhead touched her slick opening she changed her direction letting her pussy glide along the side of his cock but not letting him in. She made a sound that was a mixture of laugh and moan as she started sliding herself along his cock, her warm juicing coating his length. She started moving her body up and down like this her lips wrapping slightly around him. Meanwhile Carol had gotten her other hand between them and was using it to massage Peter's balls, it all felt so good but he desperately wanted to be inside of Jessica.

"Oh god, please just do it." He pleaded with her through gritted teeth.

"Oh but this feels so good." Jessica told him laughing "Just a little longer Peter." Carol joined him in laughing at Peter's desperation

The two women continued their movements, teasing him for what seemed like an eternity. He discovered that Jessica was right about the ring though, every time he felt he was about to cum it couldn't seem to pass the barrier and move up his cock. It actually began to feel somewhat painful but the feel of her pussy help to balance it. Eventually Peter could feel Jessica's movements becoming less coordinated and more intense, her hips bouncing wildly against him but still not letting him inside. He felt Carol pull his cock from Jessica's pussy briefly before using his dick to tap against the brunette's clit. Carol began to swing his length back and forth quickly smacking it against the small pleasure nub hard enough that it began to make peter feel a little sore. Jessica on the other hand had an expression of pure ecstasy on her face Carol leaned forward and took one of the spider heroin's nipples into her mouth sucking the pink point hard and that was the final straw. Jessica's body became mostly still except the small convulsions running through her body.

After the powerful orgasm Jessica let out a long sight of relief. She leaned into Peter giving him a quick kiss on the cheek getting a small taste of Carol's cum still coating his face. She then said to him. "Thanks, that was great." As soon as the words left her mouth she and Carol both quickly jumped off the bed and began to redress themselves. Peter lie motionless for a moment confused by what was happening before saying.

"Wait, what? That's it?" His confusion clear in his voice.

"Come on Pete" Carol started as she wiggled her firm body back into her tiny dress. "I told you earlier we get off on the control and this right here is going to be fuel for many masturbatory fantasies for both of us." She explained very matter of fact.

"Yeah, I mean we know we're being bitchs." Jessica added putting her coat back on, covering herself. "But the rush mmmm." She moaned with a small shiver of pleasure. "Honestly I'm surprised you didn't see this coming." She finished. He couldn't find any words to say to them, he just couldn't think.

"Well to show there's no bad feelings why don't you keep our toys." Carol said motioning to the cuffs and cock ring, making the two women laugh. "So what do you say? You forgive us?" The two of them burst out laughing as they left the room.

Peter heard them laugh right up until they left the apartment. Peter lie there in shock not moving, barely breathing, his face and cock still covered in the women's cum but having been denied his own release. He was trying to process everything that had just happened. Then gradually his shock faded and was replaced with rage. Who the fuck do they think they are? He thought to himself. His muscles flexed pulling against the adamantium cuffs. The strong metal didn't give but the bed posts did, spraying splinters over the bed and floor and he freed himself. Peter was so beyond angry he didn't even notice. At this point he had only one thought in his mind. There was no way they were going to get away with this.

(AN: Hope you all enjoyed this chapter and rate and review. Thanks for reading)

Web of His Own:

Peter spent days in his lab at Horizon Labs trying to come up with the perfect revenge plan for Carol and Jessica. From the moment they left him it felt like he'd had a hundred different ideas before finally deciding on one. He knew he wanted them to pay for what they'd done but it had to be perfect. The first thought he had was to turn it around on them but he didn't know how. He couldn't force himself on them, that was way too far in his opinion, besides either of them were more than capable of fighting him if they needed to. He couldn't tease them the way they had him, that just didn't seem like it would work if anything they'd turn it back around on him somehow. Beyond even wanting to turn it all around on them he wanted the two of them to feel as embarrassed as he had. It was that desire that finally let him to his plan.

Finally he had come up with an idea, now he just needed to make what he would need. That's how he ended up spending so much time in his lab. He only left when Spider-man was needed, more than once fighting alongside the rest of the Avengers. Both Carol and Jessica were always giving him these knowing smiles, mocking him though never actually saying anything, just making him angrier. It took a lot of time and tweaking but he had finally finished, looking over the things he'd built he was proud, now he just needed to put his plan into action.

It took a couple of weeks for the right moment to present itself. Every week Captain America held a meeting for the core Avengers team to go over various pieces of information from the week, discussing missions, which villains had been put in jail which ones had escaped and so on. But this week right as they were about to sit down for the briefing Hydra had let a huge attack on the city complete with giant robots and a few d list villains as support. Of course the avengers rushed out to stop them. It hadn't been a particularly difficult fight as they clearly outmatched their enemies in strength, but the sheer number of Hydra goons had made the fight last for several hours. Once the fight had finally ended the Avengers had returned to Stark tower for the briefing, but Cap told them all to take some time and grab a shower first so he could right up a report on the Hydra attack to add to his files.

This Peter realised was the perfect moment. As the rest of the team split off heading to the separate locker rooms to shower and take a bit of a break Peter instead quickly changed into another one of his Spider-man suits that he'd designed at Horizon labs. This one had full camouflage abilities allowing him to become completely invisible. He had built it to help him fight the new Hobgoblin but it worked perfectly for this situation.

Peter slipped into the Women's locker room knowing none of them would be able to see or hear him. He could hear a few of the women avengers chatting and he could hear water running somewhere in the large room. He quickly climbed to the ceiling giving him a bird's eye view of the room hoping it would be easier to find his targets this way among the rows of lockers. He crawled across the ceiling scanning the various lanes, in the first he saw the Black Widow standing with her cat suit unzipped and pulled down to her waist her top half covered by only a sports bra. Peter couldn't help admiring her form as she stretched out her muscles. He quickly felt embarrassed in himself for looking and moved on to the next row. He managed to climb over it just as She-hulk and the Wasp were walking away heading to the showers, each of them wearing nothing but a towel thrown over their shoulders. Peter couldn't help but glance at their butts as they turned to corner, Jennifer's looking like a perfectly round and smooth mass of muscle, Janet's on the other hand was much smaller but very toned. Peter again felt guilty for looking at them. Moving on to the next row he finally found the Women he'd been looking for. Carol and Jessica stood their stripping of the last bits of their clothing and tossing it into a hamper on the side of the room knowing Jarvis would wash their dirty uniforms. This time Peter had no qualms with taking in the sight of the women's bodies, he still had to admit they were both extremely sexy regardless of how angry he was with them. The two women then left heading to the showers giving Peter the opportunity he needed.

He quickly jumped down to the floor going first to carol's locker. He opened it up and was relieved to see she only had one extra uniform there so he wouldn't have to guess which she would use. He opened a small box he had on his belt pulling out three small items he'd built, one was an oval shape and the other two were circles, they all appeared to be made of a clear flexible plastic. He quickly dabbed a bit of an adhesive he'd designed based on his webs and first placed the two circles were he guessed her nipples would sit in the uniform. He then but the oval into the crotch of the uniform, checking each of them to make sure they were secure. Once he'd finished with Carol's outfit he moved over to Jessica's locker and repeated the process glad to see she also only had one uniform waiting. As soon as he'd finished he quickly made his way from the locker room relaxing significantly once he was out. As he made his way to the men's locker room to grab a quick shower himself he couldn't help but smile knowing what he had in store for the two treacherous women.

Peter finally walked into the meeting room. He saw everyone else sitting at the table waiting for him and Wolverine said

"'Bout time you showed up webs." In his gruff voice.

"Sorry" Peter said realizing his little expedition had made him late. "I had some bad sushi last night." He added rubbing his stomach "Why is it every octopus I encounter tries to kill me?" He joked while taking his seat. He was seated directly across from Carol and Jessica was one seat to the right of her. He would have a perfect view of both of them.

"Alright let's begin." Cap started.

Peter sort of just tuned cap out not really listening, to excited to see his plan in action. He waited a few minutes, letting everyone get settled in. After about ten minutes of Cap going on about some mission or another Peter touched the middle finger of his right hand to his thumb for just a second. A smile spread across his face as Carole's body suddenly seemed to flex and her head lifted in surprise and confusion. She looked around the room for a moment not sure what had just happened, Peter was sure not to stare at her not wanting her to know yet that it was him. He then repeated the process with his left hand, this time making Jessica's body react. 'It works!' He thought to himself. Peter had designed the small clear patches to vibrate when they received a certain frequency; he had then built a mechanism into his gloves allowing him to control the small vibrators, each hand controlling one of the women and each finger controlling a patch, middle and ring fingers for the nipples and index fingers for the crotch.

Peter was very proud of himself in this moment, and he couldn't wait to really get things going. He continued for a few minutes just giving quick moments of vibrations on the women's nipples. He had a hard time keeping himself quiet as the women seemed to continue to grow more and more and he almost burst out laughing as he could see that their nipples were responding to the stimulus, becoming very apparent in their skin tight outfits. Finally he decided to take things up a notch. He took the index finger of his right hand and touched his thumb holding it for a moment. Carol suddenly let out a surprised yelp as she felt the vibrations on her pussy, causing everyone to stare at her.

"You ok Carol?" Cap asked.

"Yeah uh sorry…" She said still confused. "I uh just had a shiver run up my spine." She said not sure what had happened herself.

"Yeah you know sometimes those shivers can send vibrations just running through your whole body." Peter said with a smirk hidden by his mask. Carol's eyes shot to him and he could tell she'd figured out he knew something. Then after a moment her look became angrier and Peter guessed she'd figured out he was somehow causing all of this. She looked like she wanted to jump over the table and throttle him, just making Peter all the more pleased with himself.

Cap returned to his talking but Carol just continued to stare at Peter. He noticed Jessica looking between the two of them trying to figure out what Carol looked so angry then just as Peter saw the look of realization come over her face he made the brunet's pussy vibrate. She let out a small unintentional moan that she quickly covered with a cough so no one would notice. Both women were now staring daggers at Peter and he couldn't be happier as he settled in for a long meeting.

He continued to tease the two women, turning each of their vibrators on and off for varying amounts of time. He could see each of them begin to breathe harder, their large chests heaving back and forth. They began to produce a small clean of sweat, coating their flushed faces. He could see Jessica gripping the end of the table so hard there were actually some small cracks forming in the wood. He knew they were trying their hardest to control themselves but their bodies were betraying them, responding to their more primal urges.

Carol could feel herself leaking all over the crotch of her uniform, her juices flowing from all the attention to her private parts. She had no idea how he was doing it but she knew Peter was causing this. She could feel her nipples vibrating, the sensitive nubs rubbing against the spandex of her uniform. The little pink caps to her breasts felt so hard she thought they might cut through the fabric of her uniform. The she would feel her pussy vibrating as well. The sensation running along her lower lips and up into her clit making her more wet every second. She did her best to try not to moan trying so hard not to let on what was happening to her body. She could also tell Jessica beside her was in the exact same situation, her friend's body looking just as tense as her own.

Jessica really was in the same situation, her body felt like it was going to burst with pleasure at any moment. She was doing her best to control herself but could feel herself slipping into the pleasure. She couldn't help but rub her thighs together increasing the pleasure on her pussy slightly. She could feel her own juices soaking the inside of her uniform dripping down her lips. Her fingers gripped the table so hard she had to remind herself not to crush it into splinters. She let out the softest off whimpers as she felt the vibrations stop and start over and over again. Jessica noticed wolverine sitting across from her. She could see his nostrils flaring and a surprised look spread across his face. He was sniffing the air and looked across at Carol and Jessica a little confused at first before smiling and shaking his head lightly. 'Oh God!' She thought. 'He knows. He can smell how wet we are. Oh God!" Jessica was so humiliated but for some reason that just seemed to turn her on even more. She could feel the heat rising and wetness growing even more between her legs.

Both of the women were just on the verge of orgasm when suddenly it stopped cold, each of them becoming even more frustrated. They were angry at Peter for doing this to them but they were just as angry that he had stopped before either of them could finish.

Peter was quite pleased with the looks of desperation on the two women's faces as he stopped giving them pleasure. His encounters with the two of them had been burned into his mind, including the looks on their faces as they came which is how he knew the perfect moment to stop to deny them, treating them to the same torture he had endured. The looks on their faces now were priceless, a perfect combination of frustration confusion and desperation for their release, but he didn't give them the final moments of pleasure they so desired. Instead he waited, letting their bodies begin to relax, their peaks getting further and further away. Then once he felt they had calmed enough he began the whole process over.

Carol's body was screaming for an orgasm after the third time he had stopped just short. She was practically whimpering she was so desperate, her legs shaking in anticipation for something she had realized was never going to come. She wanted it so bad and she kept getting so close. She knew if she were alone it would only take a few seconds of touching herself to finish herself off but she couldn't risk doing that here. What if someone saw her? She would be disgraced. Instead she just let him keep doing it, hoping that he would slip up and let the vibrations go a second to long. Then they started again, her nipples vibrating sending the tingling sensation through her chest, the warm slowly spreading through her body, a minute or so later she felt her pussy begin to vibrate as well, her body once again beginning to moisten.

Jessica was trying to cover her heavy breathing, hoping no one noticed her gasp for air as her torture started up again. She wanted to cum so bad she was almost in tears. Is this what they had been doing to Peter? She asked herself, actually beginning to understand why he would do this to them if this is how they'd made him feel. The vibrations had barely been going for three minutes before she was could feel the pressure about to pop. She thought it had been so fast he wouldn't catch it but just before it happened the vibrations stopped.

"FUCK!" She yelled losing control, her fists crushing the edge of the table with her superhuman strength. She quickly realized her slip up and looked around the room to see everyone staring at her.

"Uh are you ok?" Tony asked her from his seat across and a few spots down from her.

Jessica desperately looked around the room trying to think of an explanation. She looked up to the monitor by Cap and saw he was discussing a mission she had been on and she quickly made up an excuse.

"Yeah, yeah it's just uh… I was on this mission and you know I almost had Strucker but he got away at the last second and uh… You know it was just frustrating that it was so close you know." She quickly explained "So close." She said a second time under her breath.

"Well I understand your frustration." Tony began before adding. "But try to control yourself that was a Brazilian Rosewood table. Those aren't cheap."

"Oh come one Tony." Peter said "I mean we all know just how frustrating it can be to get so close to something you want so bad just to have it snatched away at the last instant." He stared directly at Jessica the entire time he spoke making sure she understood the double entendre. He wasn't sure if the look she gave him back was saying she was going to kill him or if she was pleading with him to let her cum. probably a bit of both he figured and it was more than he ever could have hoped for in his revenge. He could see Carol giving him a very similar look as well just making his smile widen under his mask.

"Look it's been a long day for all of us." Cap said taking control of the room like only he could "This was our last brief any ways why don't we call it a day and I'll just add this to the beginning of next week's meeting."

With that everyone began to leave, pairing off and slowly filtering out the door. Peter was among some of the last to leave, watching Jessica and Carol as they began to whisper back and forth to each other, he couldn't hear what they were saying but he was sure they were comparing what had happened to make sure they'd both experienced the same thing. Peter walked out the door of the room feeling quite proud of himself, and headed up towards the roof to leave.

Of course Peter might not have been so proud of himself if he had seen the two women following him up the stairs.

(AN: Hope you all enjoyed, Up next is the big finale!)

Release:

Peter made his way to the roof of Avengers tower quite happy with how the day had turned out. He had definitely given the two women a taste of their own medicine, leaving them in the meeting room a few minutes ago just as frustrated as they had left him all those times, maybe next time they would think twice before messing with him. He neared the edge of the roof at was just about to jump off and begin his web swing home, the thrill of swinging through the city never really wore off and he always enjoyed it. He was about to take the last step when suddenly he heard someone yell behind him.

"Parker!" Peter turned and saw Carol and Jessica walking across the open roof towards him.

'Oh crab' He thought to himself. He had realised there would probably be repercussions to what he had done but he didn't expect them to regroup quite so quickly. He figured they'd have this argument in a couple of days, at least he hoped it was only an argument and not a full out brawl, his spider sense hadn't gone off yet so he took that as a good sing. By this point the two women had almost reached him, Carol leading slightly.

"Look I only did that…" Peter started but he was cut off as in one swift move Carol grabbed the front of his uniform pulled him towards her lifted his mask and roughly pressed her lips to his, Her tongue forcing its way into his mouth. Peter was so shocked at first that he didn't know what to do, and then when he recovered from the surprise he pushed her away saying. "What the hell are you doing?"

"Can we please talk about this later?" She said moving in to kiss him again but Peter pushed her away again saying.

"No I think we should talk about it now."

"Look Peter we're sorry." Carol said

"Yeah if what we did to you was anywhere near as bad as what you just did to use, granted we still have no idea how you did it, we feel horrible." Jessica added.

"So we thought we could make it up to you." Carol finished explaining.

"Plus you know we're both still so turned I'd fuck doctor doom right now if he asked." Jessica said.

"So I'm just supposed to believe you're going to go through with it this time?" Peter asked them not believing a word they said.

"Come on Pete we're really sorry and I promise you we want this just as bad as you do right now. Please just let this happen." Carol pleaded with him.

Peter didn't know what to say. He really didn't believe them. They'd already fucked him over so many times. But for some reason there was still a little part of him that didn't want to risk passing it up in case they were telling the truth. Peter thought it over for a second looking at the women in front of him. He felt like the look on their faces was sincere if not a little desperate, he could see between their legs that they were so wet it had soaked the crotches of their costumes and Jessica was even rubbing her thighs together. Then Peter came up with a plan, It wasn't something he would normally do but if they really wanted to this then he was in but he was going to make sure they weren't just screwing with him again.

"Ok look if we're going to do this then we're going to do it on my terms. Deal?" He asked them. Both women quickly agreed, desperate to get on with it. "Ok well then you'd better keep up." He said taking a step back and falling from the room.

The two women stepped forward and saw him just as his web line shot out anchoring to a nearby building sending him into a pendulum swing. They looked at each other no sure if they should follow or not. They had spoken to each other in the meeting room after he'd teased them and they really did want to make up for all the times they'd made him feel that way and they both really were insanely horny. Finally Jessica shrugged at Carol and flew off after Peter with the blonde following close behind.

Peter did a flip as he released his first web strand, seeing the two women flying behind him. He shot out his second line of web and felt the tug on his arm as it took his momentum and propelled him further forward. He kept up his pace heading for his home first to pick up a few things. He noticed that the women were getting kind of close to him and he really didn't want them to catch up to him to soon. As he held his web in his right hand he took his left hand touching his index finger to his thumb.

Jessica suddenly felt the vibrations in on her pussy again, the shock of the sudden stimulus making her lose focus and drop a couple feet out of the air before regaining control but having fallen a few feet behind Carol.

Peter saw the brunette lose some speed as he held his fingers together, as he swung to his next web line he repeated the process on his other pursuer happy that it had worked. He continued to send each of the women jolts of vibrations to their various naughty places and it seemed to work at keeping them from catching up too much making sure he varied up the ways he jolted them so they didn't get used to it. Soon he had reached his apartment building landing on the outside wall and quickly scurrying into his window, it was pretty dark at this point and he wasn't too worried about being seen going into his apartment. He grabbed a few things before jumping back out the window swinging through the streets again.

The two women following him were just about to fly through his window when he went swinging out between them, the two of them grunting with frustration, just wanting to fuck, the vibrations keeping them horny this whole time. They continued to follow him, moaning as they felt the sensations running through their nipples and clits making little waves of pleasure spread through their bodies.

Peter made his way to his final destination. He swung into a construction site for what would eventually be a pretty tall apartment building. Currently the building looked more like the skeleton of what the structure would one day be, steel beams criss-crossing the frame that would someday act as a support for the thousands of bounds of cement and plaster that would finish it. Peter hid himself away in the shadows and waited for his prey to arrive.

Jessica and Carol flew into the constructions site, hovering in what would someday be the center of the building and looked around having lost sight of Peter. Carol was just about to call out his name when suddenly she saw a blur of red and blue streaking through the air towards her. The next few moments happened so quickly neither of the women had been exactly sure what had happened but when it ended they found themselves bound and suspended in the air. Each of them had one of the adamantium hand cuffs they'd used on Peter securing their ankles together and another set on their wrists; they were also hanging from a strand of webbing attaching them to a beam crossing overhead leaving their bodies dangling there, their feet hanging about two inches above the boards of wood currently working as a floor.

"What the fuck!" Carol said struggling against her restraints making her swing back and forth, bumping into Jessica who was hanging only about a couple feet away.

Peter descended in front of them hanging upside down on one of his webs truly resembling his namesake, looking over the two women caught in his web.

"What is this?" Jessica asked him.

"I said we were going to do this my way." Peter told them "Which means this time I thought the two of you could be restrained and I would be in control." The two women stared at him clearly surprised he would come up with something like this. "If you don't want to do this just say so and I'll gladly leave. Those webs will dissolve in a few hours and you'll be free to go. Of course you'll still have the cuffs but I'm sure two resourceful women like yourselves will be able to figure out how to pick the locks." Peter let it all sink in for a moment before finishing with "So do you still want to make everything up to me?"

Jessica and Carol hung limply for a minute not knowing what to say. Should they trust him? Would he just fuck them over the way they had him? Not that they could blame him if he did. They then felt the vibrations shooting through their bodies again making them both moan out loud.

"Fuck it!" Jessica said once the vibrating stopped "I'm in. I just need a cock inside me right now."

"Yeah, me to." Carol added.

"Good" Peter said smiling widely under his mask and dropped to the floor and strode over to stand in between the two women. Peter stood for a moment admiring their bodies that were on display for him, their feminine forms curved and shapely in all the right places, he could see their chest heaving with labored breaths.

Peter lifted his mask tossing it to the side as he moved closer to Carol he then leaned in and kissed. He wasn't soft either, it was a kiss letting out the built of pressure and frustration her felt for her, his lips pressing roughly against hers, his tongue forcing its way into her mouth, his hands grabbing her hair and holding her face to his. Carol let out a moan of satisfaction the moment his lips touched hers, her own tongue wrestling with Peters. His hands began to roam her body roughly fondling her big tits, making the blond moan even more as his strong hands squeezed and kneaded her soft flesh. His hands continued to roam taking a firm hold of her toned ass pulling her body closer to his as he continued to kiss her. Finally his hand snaked around to the front of her body and into the front of her uniform as his fingers found her wet opening. Carol let out a gasp as she felt his digits probing into her warm folds, and explosion of pleasure surging through her from that spot. But disappointedly just as quickly as his fingers had entered her they were gone leaving Carol feeling so very empty.

Peter now moved over to Jessica beginning a similar yet different process. He stood behind her turning her head towards him and capturing her lips with his. He wrapped his hands around her body each groping at one of her breasts and pinching her hard nipples before once again making their way down her body, this time his fingers circled around her clit making Jessica's body shake lightly from the touch.

He kept this up for a while moving back and forth between the two women touching and groping their bodies making them moan and gasp on pleasure. He was back at Carol now once again massaging her chest but this time taking it a step further, tearing the fabric from her heaving breasts Carol let out a gasp as the cool air embraced her round globes before Peter took one into his mouth, his tongue circling the hard pink nub at its point. He gave her nipple a light bite as he tweaked and pinched the other. His hands then began to tear at the rest of her uniform soon leaving her body completely naked and exposed to the night air. Peter quickly stripped out of his clothes as well leaving it in a pile on the floor.

Peter stood behind Carol and took hold of her hips as he lined himself up with her pussy lips finally ready to take what had been denied to him for so long. With one solid thrust he entered her, her warmth enveloping his shaft, the two of the breathing out a sigh of pleasure. He began to pump his hips back and forth, in and out of her pussy's embrace.

Carol moaned as she felt her body swing and bounce back and forth with each thrust. She could hear the slap of her ass hitting his thighs every time he entered her, the motion making her tits bounce freely. She felt so exposed and helpless. It was a stark contrast to the control she'd always had in her encounters with Peter in the past but it was just as much of a rush. His cock felt so good inside her, filling her up perfectly as his strong hands held her waist. Carol was still so turned on from everything that had been happening today that it didn't take long at all for her to build to her climax. She felt her body tense and her muscles flex as the waves of pleasure passed over her. Her teeth clenched as she let out a long moan until her body finally relaxed.

Peter pulled his still hard cock from Carol's pussy once her orgasm had subsided, Her body hung limply as she breathed heavily, recovering from her climax. Peter made his way bock over to Jessica again; he began to tear at her uniform as well, leaving it in tatters at her feet until she was just as naked as Carol. He took the same position behind Jessica, holding her hips and thrusting inside her. His hands reached around her and took hold off her tits, mauling them as he bounced her back and forth along his cock.

"Oh fuck… Yes it's so fucking good…" Jessica kept saying between her moans as Peter fucked her. She couldn't believe how good it felt, after all the built up she'd been threw to finally get to feel his cock inside her was pure bliss. She flexed her inner walls, holding his manhood inside her with as much strength as she could. It wasn't long before she too was overcome with orgasm. "FUCK! FUCK! FUCK! FUCK!" She yelled as she felt the pleasure take her. She lost all sense of awareness forgetting everything and existing in a world of pure orgasm.

Peter continued to thrust in and out of her warm pussy as she came. Once Jessica's orgasm finally faded he pulled himself out of her and walked over to his uniform digging into his belt and pulling out a small multi tool and a key. He hit a button on the tool and a small blade popped out. He walked over to Carol first and reached up over her head, flicking the blade. Carol's limp body fell to the ground with a small thump but Peter knew the fall wouldn't hurt her. He then took the key and unlocked the cuffs on Carol's ankles.

The blonde sighed with a bit of relief from the restraints being removed and stretched her legs out to the sides.

"Are you going to unlock these too?" Carol asked holding her wrists up to him.

"Not quite yet." He told her smiling, "I'm enjoying being in control for a change."

Carol accepted her submissive role as she lay on her back, her arms stretched above her head and her legs spread exposing her pussy. Peter told her to stay put as he walked over to Jessica repeating much of the same process, though Jessica had seen what to expect and landed on her feet. He then guided Jessica over to Carol, moving the brunette until she was straddling her friend. The two women giggled a bit as Jessica was leaned forward pressing their chests together. Their giggles quickly changed to small moans as their nipples rubbed together, and their clits touched sending little jolts of pleasure through their bodies.

Peter positioned himself between their legs and took a moment to admire the sight. He could see both their wet pussy rubbing together and Jessica's round ass staring right up at him. He lined himself up and thrust once again into Carol's waiting depths, her warmth surrounding him. He began to move his rips back and forth rocking the blonde superheroin's body back and forth with each motion. After a few strokes he pulled out of her and thrust into Jessica's pussy instead. He kept this up going back and forth between the two women keeping them both satiated.

Jessica and Carol were both greatly enjoying themselves. Not only were they each getting their turns with Peter's cock deep inside them but they also enjoyed the stimulation they got from the rocking of their body's, making their nipples and clits rub against the other. Soon the two gorgeous women found themselves kissing, their lips and tongues feeling as if they were melting into one.

Jessica let out a small yelp as she felt Peter's hand slap one of her firm ass cheeks, and then again as he spank the other cheek as well. Jessica then moved her lips back to Carol's but they didn't stay there long, soon they'd made their way down to Carol's neck kissing and licking at the flesh, Carol's moans of appreciation letting Jessica know she was doing it right.

Carol gasped as Jessica's teeth came down on her neck just as Peter thrust into her again. She could feel her friends lips suctioned onto her neck as she continued her biting. It was all beginning to feel like too much stimulus but she didn't want to cum just yet.

"Oh fuck I'm close!" She said through gritted teeth.

"Mmmm me to!" Jessica answered.

The two of them began kissing again, their bodies still rubbing together, their pussy's still being filled by Peter's dick. Carol held off as long as she could but finally she was overpowered. Her orgasmic scream was muffled by Jessica's lips as she started to buck her hips up and down. The added pressure of Carol's hips pressing against Jessica's clit was enough to send her over the edge as well. The two women shared their orgasms, their muscles spasming and contracting.

Peter felt Carol's inner muscles clamp down on his length making her even tighter. He knew he'd been near his peak all ready but wouldn't let up till the two women had finished. He kept pumping into her shaking body trying so hard not to cum. Finally he saw the two women's bodies relax and he just let it go. He pulled out of Carol just as his first blast of cum shot out of him. The wet projectile landing on Jessica's butt, he noticed that she laughed a bit and began to shake her ass slightly, making it jiggle as he kept cumming. He shot spurt after spurt of cum feeling almost euphoric to finally get his release from these two after all they'd done to him. Once he was finally done he saw that Jessica's ass was completely covered in his sticky fluids, some even pooling in the small of her back.

"Holy shit that's a lot of cum." Jessica said with a laugh.

"Well you made we wait long enough." He told her laughing himself.

"Oh let me see." Carol said as she managed to wiggle herself free from under Jessica, which wasn't easy with her handcuffs. The blonde's eyes shot open as she saw just how much cum there really was.

Peter was more than a little surprised when he next saw Carol lean in and start to lick at the salty mess on Jessica's ass. She was very thorough, running her tongue over every inch of her friends round butt. At the and she licked up the small pool in the small of Jessica's back, getting the last few drops before moving around and giving Jessica one last deep kiss allowing the brunette to taste the salty goo herself.

The three of them sat there for a few minutes completely silent except for the sounds of their labored breaths. None of them seemed sure of what to say or do next.

"Well" Peter said when he couldn't stand the silence any longer. "I guess we're all even now." He said awkwardly.

"Does that mean you can take these off now?" Jessica asked nodding to her wrists.

"Oh right. Sorry" Peter said moving to retrieve the key. The women both let out a sigh of relief and stretched their sore arms. Peter then began to redress reminding Carol of something.

"Wait a minute. You shredded our clothes." She said to him "What exactly are we supposed to wear?"

"Huh I honestly didn't really think about that." Peter said. "I guess I could swing back to the to wear and get you something to wear."

"And we're just supposed to trust you to come back?" Carol asked him.

"Well you don't really have much of a choice now do you, unless you want to go flying around the city naked." He told her. "Besides it's not like I have some sort of grudge against you two for leaving me somewhere naked and helpless." He added before jumping out of the partially constructed building and swinging off into the night.

"Wait that was I joke right?" Jessica asked, more than a little nervousness in her voice as she pictured him handcuffed to his bed.

"God I hope so." Carol answered.

(AN: And that's the end of the story. I hope you all enjoyed reading it as much as I did writing it. Once again thanks to JViper for the request and the help with the outline. See you all again next time.)

New Avengers: Return of the Purple Man

Disclaimer: All characters are the property of Marvel; I'm just borrowing them for my own deviant purposes.

History: The Purple Man's real name is Zebediah Killgrave. He was once a lowly second tier villain and spy until a man by the name of Bendis got hold of him and used him in a series called Alias. His powers are simple; he controls people with a pheromone his body produces. It breaks their will until they are totally vulnerable to his power of suggestion. Some people have shown strong enough will power to fight through his manipulation, but most become victims to his will. These victims include one Jessica Jones, would be superhero named Jewel, now private detective and newspaper reporter. To find out her story, pick up Alias. It's is a great read, and I suggest it for anyone interested in comics with an adult twist.

In the breakout of the Raft in the first New Avengers arc, Killgrave tried to use his powers to manipulate Luke Cage, current boyfriend of Jessica Jones. A drug created by SHIELD inhibited his powers, allowing Luke Cage to beat the living shit out of him, keeping him from escaping the institution.

This is a "What if the Purple Man wasn't an idiot and managed to escape" story. This story will not take into consideration any other happenings in the Marvel Universe that spawn from the starting events of New Avengers. It's 100% out of continuity, so just accept it and hopefully enjoy the read.

Prelude: Escape from the Raft

Zebediah Killgrave stands in the shadows, watching as 5 of America's best Superheroes take on a prison full of Super Criminals. Spider-man, Captain America, Luke Cage, Jessica Drew (a.k.a. Spider-Woman), and Matt Murdock (blind lawyer, recently outted as Daredevil) fight for their lives in a sea of pain.

As the Purple Man, Killgrave can easily put a stop to this, but despite his purple-skinned appearance, Killgrave knows he is without his powers. SHIELD's drugs take care of that.

For now, all he can do is watch and learn. For years he has sat in his prison cell, waiting for the opportunity to escape and seek retribution against the Avengers for his imprisonment. Now is finally the time, and there is no better way to celebrate than to watch the death of these champions.

Stepping backwards deeper into the shadows to hide his observation of the battle, Killgrave hears a SNAP as Jigsaw crushes the arm of Spider-man. Killgrave looks intently as the mask of the Web Slinger is pulled off. The Purple Man flashes a grin as the secret identity of one of New York's most aloof super-hero's is brought into light.

"Mr. Parker, you snap such wonderful pictures."

While Peter Parker isn't a name on everyone's lips in the Nation, he is fairly well known in New York. His 2 claims to fame are as husband of supermodel-turned-actress Mary Jane Watson-Parker and as the Daily Bugle photographer responsible for some of the best Spider-man pictures ever taken.

"This will prove most useful, if he survives." Killgrave says with a chuckle.

As the battle heated up, Killgrave sighs and admits to himself that these heroes seem to be holding their ground. He knows it is only a matter of time till enforcements showed up.

As if on queue with his thoughts, out of nowhere a highflying man emerges. This new guardian is dressed in a costume that seemed somewhat familiar, but as hard as Killgrave thinks, he can't figure it out. With the speed of a jet, this new player grabs the symbiote known as Carnage and launches him straight into the atmosphere.

"Ok Killgrave, definitely time to go." he thinks to himself as he turns and runs in the shadows. It wouldn't be easy, but Killgrave knows that it's now or never to get off this island prison.

With speed and stealth that his spy background provides, Zebediah Killgrave slides through the halls of the Raft, picking up the side-arms of dead SHIELD agents as he moves. The way was open. A straight shot from the mysterious point of explosion in the outer walls of the prison to the beach where an unguarded transport awaited.

He is going to make it, he is going to be free, and NY is never be the same again.

Chapter 1: The Opening

One Month after the Breakout

"A whole week," Peter exclaims to his wife.

With a soft laugh and a grin that she knows her husband is helpless against, MJ Watson-Parker responds "Now Tiger, it's not that long. Besides, you'll be so busy with your new play buddies you won't even miss me."

With the speed of a spider striking, Peter Parker (a.k.a. your friendly neighborhood Spider-man) grabs his wife around the waist, pulling her close to him.

"You know I always miss you," he says, trying to distract her from the packing he walked in on 10 minutes ago.

"Lord, honey, it goes with the territory. I have to put up with worrying about Norman Osborn tossing your body around Manhattan; you have to put up with the drama of being married to an actress."

With a press of her lips against his, she explains further, "Besides, it's not my fault. The producers of this play I'm in say that the owners requested we be segregated from our outside lives the week before the play starts, that way we concentrate on our acting, not which super-villain our husbands may or may not be fighting at night. Though, I really think I'm the only one with that problem."

"I know, I know! Life of a celebrity, but your week hasn't started just yet, has it?"

Mary Jane knows that look on Peter's face. It's that damn boy next door puppy dog eye look that is her only weakness.

"Mmmmmm, I guess not," she says, giving his lower lip a little nibble as she thinks of the perfect way to tease him. "What did you have in mind? How about Ice Cream!" she exclaimed. "I could really use some ice cream right now."

Peter picks his wife up in his arms, walks over to their bed and deposits her roughly onto the mattress with a toss, "Not quite the sweetness I had in mind right now."

As he lays his beautiful wife down against the mattress, he soaks in every aspect of her. Her red hair always smells alluringly like strawberries, but her perfume is always musky and sexy. Peter tastes her mint breath as his tongue explores her mouth, and both of them release soft moans that accentuated their kiss.

"My God he's insatiable", MJ thinks as their bodies start to press together, allowing her to feel his bulge against her belly. "He's going to be the death of me".

It was just 24 hours ago she was in this same predicament. Her husband returned from a night of wall-crawling full of energy and needed release. He always looked to his wife, not that she ever really minded. She was always the party girl, and if the truth were known, a little insatiable herself.

It didn't hurt that both of them have bodies that scream to the other. Mary Jane is a statuesque woman straight out of every man's fantasy. She's 5'10 and 115 lbs of muscle, breast, and bootie. Her flat stomach and small waist is just the right touch to help accentuate the 32 D breasts she invested in and ass that made J-Lo's head turn.

Peter, on the other hand, is just what she wanted, the all-American face with a strong physique that she could thank a radioactive spider for. If she ever compares him to someone famous, she tells her friends that Brad Pitt in "Troy" has nothing on him.

Each of them feels each other's heat as their hands quickly strip off each other's clothes, tossing them off uncaringly into the air. Finally all that remains is MJ in her white lace bra, hiding nothing of her nipples, and a lace thong that rides so high on her hips that only seconds ago the straps were viewable from her low hip-hugger jeans.

Peter doesn't even bother taking her bra off; he wants her breasts in his mouth now. He takes each arm strap, lowering it off her shoulder with a trail of kisses to follow, only to then move down to her chest. With soft fingers, he slowly lowers the lace below the large, firm mounds before taking them into his hands, squeezing them around his face as he licks down their valley.

MJ gasps in pleasure as her hands move into his hair, feeling his mouth start to devour her fleshy tits. She squirms underneath him as he presses his fingers in deep to the mammary, his warm mouth now suckling upon her nipples, pinching them with his teeth protected behind his lips, and then letting his tongue snake out to circle each one. She her nails and drags them along his back, leaving red marks in each hand's trail. In a rush of pleasure she reaches down to his strong side abdominals and squeezes hard.

Peter knows his wife doesn't need a lot of foreplay. There are times a squeeze of her thigh is all it takes and she would pounce him faster than Kraven the Hunter. This time was no different, and with the scrape of her fingers down his back he knew she was ready for more. Slowly, he moves down her body with his mouth while not letting her breasts out of his touch, continuing to roughly massage them while his mouth caresses every inch of her flat tummy. Finally making his way to her waist, he kisses just on the outside of her panties, keeping as close to her sensitive sex as he can without actually touching it.

This is enough to send MJ into ecstasy. As much as she hates foreplay, she loves to be teased. The feeling of Peter's strong hands on her breasts and soft lips and tongue teasing the inside of her thighs make her beg for more.

"Please, Tiger…" her voice trembles as she tries to catch her breath, "…devour me; I need to cum badly"

Her hands move to his hair as her thighs widen for him. She feels his fingers pressing against the side of her panties, just moving them out of the way before his tongue starts to lap at her petals, collecting all the dew as it forms from her excitement. She feels him moan against her clit as he suckles it in his mouth while.

As Peter moves his head from side to side, the feelings inside MJ build. He starts to eat her out like an animal, tongue twirling at her clit, interrupted only by the hard kisses against the sensitive nub. As her breath hardens, her body tenses. Pulling up her legs, she rests her feet upon Peter's shoulders while her hands dig into the covers. Her moans are now screams of pleasure as she feels her husband's mouth draining her body of the resistance to burst.

Finally her stomach tightens as she feels his teeth lightly scrape over her clit and she explodes in orgasm, looking down at her husband with the look of a sexual demon as the waves of pleasure surge over her.

Peter looks straight into his wife's eyes. His pride soars as his mouth brings her to orgasm. He grins as she squirms against the bed, her body convulsing beneath his touch. Peter can feel her hands moving down to his cheeks, caressing his face.

MJ guides his body on top of hers, moaning into his kiss when Peter leans down and takes her mouth passionately. His mouth still shimmers with her juices, but she doesn't mind. She just dances her tongue with his while she feels his hips move into position between her thighs.

His hands reach for her fingers caressing his face. Wrapping his fingers around hers, he her hands above her head, stretching her body out underneath him.

Mary Jane fidgets beneath Peter. She loves it when he holds her down like this. He's a strong man, and this doesn't let her forget it. Her breasts rise and fall with each hard breath she takes while being captive to her husband's desires, the one captivity she never wanted rescued from.

Peter feels MJ's scream into their kiss as his prick starts to pierce her insides. Just as big as the rest of his genetically altered muscles, Peter's penis is long, thick, and always filled her completely. His wife is wet and ready for him, her walls hot and tight, but well lubricated with her own juices. He strokes in and out of her slowly at first with long movements that almost bring his cock out of her each time, only to push it all the way back in.

Peter always has to stay in control, but at times like this it was hard. He can throw a person through a brick wall, but he didn't want that person to be his wife in the middle of making love. Fortunately she is resilient, and soon he is pounding into her with full hard motions.

Mary Jane's sex erupts around her husband's cock. Orgasm after orgasm spills over her as her body responds to this pleasure. Her breath is taken away as his thrusting movements soak her pussy more with each thrust. She feels his raw power blasting between her wide open thighs as he dives into her deeper, faster, harder with his prick.

"OH GOD!" she screams. "I need you to cum for me, Peter!"

Peter looks down into her eyes, grinning as evilly as a superhero can as just now his heart starts to feel the pressure of their cardiovascular workout, "You know it doesn't work that way."

He's right, and God, she loves it. He doesn't just have the strength of a beast of nature, he has the stamina too. In the old days, he went for hours upon hours without release, bringing MJ to the point of the ultimate pleasurable exhaustion. After time, they figured out that if Pavlov can make a dog drool, MJ can make Peter cum.

And with that, MJ grabs her husband's shoulders. Feeling like she has the power, although knowing in the back of her mind he's letting her, MJ forces her husband onto his back without taking his precious cock from inside her. Once on top, she pivots so she's facing away from him, giving him a prime view of her pert ass. Slowly she starts stroking his cock with her cunt, moving her hips up and down, every so often dropping all the way down. As she grinds into him, she feels his prick pressing up against her cervix. There was no other feeling like having him inside her.

Peter loves this position. The first part of his sexual conditioning by his wife was to give him the beautiful thing in the world to watch while she fucks him. She moves with the motions of a stripper, but still with the charisma of the women he loved. Her ass, his favorite part of her, ripples each time she split herself on his cock. He reaches out, swatting it with his hand, urging her on.

MJ cries out when she feels her husband spank her, only to then feel a second swat against her ass. Moving faster from the spanking, each slap makes her want to cum one more time.

The riding is only the first part of making him finish. Mary Jane's hands move down to start part two. She cups his balls, giving them firm, rough squeezes while she rides him. With Peter's powers, his pain threshold is high. Even though this would be uncomfortable for most men, it sent pulses of pleasure through him with each press.

"Oh fuck me, MJ." He cries out, feeling her soft hand. "Harder! Oh God! Harder!"

MJ responds to her husband's request. Her thighs start to burn as she sheathes herself upon his cock, feeling her breasts rise and fall with each motion. The red head's pleasure continues as she feels her self releasing yet again. As her pussy drenches her husband's cock, MJ tenses her hand around her husband's jewels, squeezing them with a strong force and digging her well-manicured fingernails into his sack.

Finally, Peter starts to feel his own orgasm become eminent. He pushes up into his wife time and again. With a few hard strokes, Peter's cum spurts into her inner cavity. The motions of MJ's hips milk his cock of each drop till finally MJ falls backward onto her husband's chest. Their hips glide continue to glide into each other as Peter reaches up and turns her cheek to his mouth, They kiss each other in deeply as Peter's arms wrap around his wife's belly and Mary Jane's arms move upwards to cradle his head.

As the sounds in the room slowly drop down, they both just breathe. MJ slides herself from on top of her husband's manhood, finding her spot in the crook of his shoulder at his side. They lay there enjoying each other, two lovers just in love.

Three hours later…..

MJ glows as she steps off the elevator. The Ritz Carlton is just two streets down from Avenger's Tower. She isn't sure it is really going to be much different though. The Tower is like living inside a dream for her. While she didn't mind the domestic life her and Peter had in the old apartment, it never felt right to her. She is a girl and wants to be pampered! With Jarvis around the Tower with the rest of the staff, she is definitely getting used to the easy life.

Continuing to daydream, she walks down the hallway and checks each door for her room number At the end of a long hallway she reached a solitary door with no other doors around it.

"WOW!" she though, "They hooked us up!"

Using her passkey, she walks into the door of the luxury suite. The room is amazing, at least this room was. She only sees the common areas with three doors connecting to what MJ assumes are all the bedrooms. In the middle of this room is a huge circular seating area with a marble table in the middle. On one end of the room is an entertainment area with plasma TV and stereo system, while on the other end stood the kitchen and bar area.

It was at the end with the bar that MJ saw her cast-mates gathered.

She steps towards them, "Hey gang, what's going on?"

Slowly, they all turn to her. The expressions on their face completely still as they spread apart, starting to encircle her. In the middle of where they were standing, a solitary figure stands.

MJ gasps, "Who... who are you?"

The man is well dressed and fairly good-looking, with the exception of the purplish tint of his skin. He answers her question with an evil grin, "All in good time, MJ. For now, you can call me Master."

Chapter 2: The Audition

"All of you kneel. " The Purple Man says calmly to the crowd surrounding him.

Like a switch being flipped in each of their brains, everyone surrounding him, including Mary Jane Watson-Parker, falls to their knees.

As much as she tries to resist, MJ feels trapped in her own body. As much as she wants to stand up and try to flee, she can't. All she can do is look on helplessly at the rest of her cast mates as their faces strains like her own, trying to fight the fear and helplessness inside them.

"Very good, my puppets" he replies to their actions. Killgrave grabs a nearby chair, twirling it around in the middle of the semi-circle of people.

"You bastard! What have you done to us?" Mary Jane shouts.

"Shh…" Killgrave simply replies, putting his finger slowly to his mouth.

Mary Jane becomes silent to her own terror. Like a recurring dream where she wants to scream but no sound come out, MJ is paralyzed to speak out. She realizes now why the room was so quiet when she came in. However he was controlling her associates, he had placed a mental gag into the mouths of all of them.

"When you're of a better state of mind, I'll let you talk. But for now, I think this will be much more…" he pauses, thinking of the best word, "constructive if you stay silent and just listen."

A solitary tear flows down MJ's cheek as she looks on and her body trembles in fear. In the back of her mind, the beautiful redhead prays that her husband will break through that window and swing to save her. Unfortunately, in the front of her mind she knows he has no clue which hotel room she is in.

"You see, Mrs. Parker, I need you. The rest of these puppets are just that, little toys to play out a show for us, but YOU! " He proclaims as he stands up, "You are the instrument of my revenge against Captain America and his Avengers."

Her eyes widen. If she could become any more frightened, it has happened.

"You see, I had this accident, which is the cause of my colorful tan. The wonderful side effect of this accident is that I release a pheromone that makes normal people bend to and obey my will. Obviously, you are one of those people."

Another tear drops down MJ's cheek as she tries again to scream. She forces her stomach muscles to push air out of her lungs, but his suggestion of silence keeps her still.

Killgrave notices her struggling, but he also knows that it's futile. "Oh! How delightful! You are spirited, Mary Jane, much stronger than your cast mates. They put up almost no fight as each one came in, but now. . ", again he pauses, just thinking of the proper demonstration, until he points to 3 of the other prisoners to his will, "you, you, and, hmmm, you . . . stand. Strip!"

Killgrave takes his chair, sets it down next to MJ, and slowly starts stroking her hair. He feels her body tense up with each touch, but not moving anywhere as 3 of her friends each stand and start to remove their clothes.

The first to stand is Ray, the blonde leading man of the show. Even though he was picked for his Brad Pitt physique and rugged looks to add sex appeal with MJ sharing his spotlight, it is plainly evident on the set that he is a homosexual.

Simon stands next. He plays a minor character player in the production, but with enough lines to be kept up in seclusion with everyone else for the week. To a lesser degree, he resembles Peter's boy-next-door qualities, with longer dark hair, blue eyes and a strong build. On the set he is always shy with MJ, which leads her to suspect he has a crush on her.

Finally Patricia stands and starts to disrobe. This dark haired beauty was talented enough that if her name was as well known as former supermodel Mary Jane Watson-Parker, she would have the lead in the play. Her body was tall and slim. You could tell she worked out by the slender contours of her tight abs, but not to the point of being athletic which is evident by thin thighs.

"Superb specimens, don't you think, my dear." Killgrave says down to MJ as he continues to stroke her hair as one would a pet. "Watch them, tell me, are they attractive?"

So many words could come out of MJ's mouth. She has about 100 different names she wants to call this bastard and 100 different phrases she could scream in hopes someone would help them. As she looks on at her comrades' naked forms in front of her though, all she could say is "Yes." with a whimper.

These friends are indeed very attractive. Just like Patricia, both men showed obvious signs of spending time in the gym. Their shoulders are broad, and their arms and legs display like sculptures of Roman Gods.

Patricia's perfect C cup breasts are perky and smooth, with nipples that are tight at attention from the cool air of the room. Her sex is completely waxed, showing the lips of her vagina as she stands with her legs slightly parted next to the two men.

Even though she knows this isn't the most practical time, and possibly caused by Killgrave's command to look, Mary Jane can't help but admire the three forms in front of her.

Killgrave's hand trails down MJ's hair then moves down to caress her shoulder against the spaghetti-strapped tank top she is wearing. There is nothing erotic about any of this that turns her on though. His touch repulses her, and she just wants out of the prison that was her own body.

Unfortunately, it is the exact opposite for Killgrave. It isn't necessarily the sexuality of the room, but instead it is the power and manipulation that are supplying the blood flow to his cock, making it firmer as he caresses his new pet.

"Take them, girl!" He says to Patricia with a grin. "You're their whore now. Show me how much of a slut you can be. And you, my dear men, do put on a good show for Mrs. Parker please."

Like the motivational actress she is, Patricia hears his words and that is all she needs to snap into character. Unlike MJ, Patricia suddenly doesn't mind the sexual tension in the air. She kneels down between the two hunky men and uses her soft caress to squeeze and stroke Ray's manhood, while her other hand guided Simon's prick to her tongue.

Ray's cock becomes hard as he feels Patricia touching him. Though her caress is pleasant, he finds himself watching Simon as his motivation for his arousal. Killgrave's suggestion was to put on a good show, not to be straight. While he knows its Patricia's hand rubbing his dick, it is Simon's hand he imagines.

Also as if on cue, Simon becomes much more outgoing and less shy. His hand reaches around Patricia's head, pulling her closer to the root of his cock while her warm, wet mouth pushes him to the back of her throat. His hand tightens within the tendrils of her hair. His sexual repression has latched onto what Killgrave commanded about her being his whore. If she is his, he is definitely going to treat her as such.

Killgrave bends down to the side of MJ's head. Now close enough she could smell his cologne and breath, both would seem pleasant in any other condition. As of now though, the smells belonging to him send chills down the red-head's spine.

He whispers down softly into her ear, letting his warm breath flow over her earlobe "Do not worry my dear. You'll get your time too, but it will be reserved with a special intent."

His words push MJ to muster up at least some body language. Her eyes widen and her jaw drops to open what were closed lips. Even with the open mouth, though, very little sound escapes her.

This occurs unnoticed by the three thespians in the middle of the room. Patricia's mouth moves from its expert pleasure of Simon's member to suckle Ray's dick. Inside her whorish mind, Patricia is proud of herself as she realizes that Ray, who is probably gay, now stands fully erect from her attentions. His cock is impressive and she loves it in her mouth. It is only slightly longer than Simon's, but much thicker as it passes between her lips. Her tongue swirls underneath the head and her neck bobs back and forth. As the sounds in the room start to become louder with moans of sexual ecstasy, it is becoming obvious that Killgrave's mention of a good show has surpassed his suggestion of silence.

Ray tries to concentrate on enjoying Patricia's attention. He continues rotating pictures of Simon within his mind as he feels a damp mouth around his member. Simon, on the other hand, is perfectly happy concentrating on Patricia. His body has moved behind her, taking her hips and roughly pulling her ass up to his waist. Slowly he shifts his cock inside her unprepared, yet still dripping sex.

Patricia screams into Ray's cock as she feels her dewed opening become filled with Simon's shaft. He fills her roughly, but she takes it all in while her hands and mouth work on Ray's manhood. Both Ray and Simon start to pump into her from each side, working both her mouth and pussy with vibrancy, treating her like a whore as the Purple Man had suggested.

As the sounds of pleasure and flesh on flesh fill the room, the other captives, 2 women and another man, start to squirm in their held positions. They don't seem as disgusted as MJ is with the show, but they also don't have Killgrave coming into physical contact with them. His hand moves again to caress her breast from the outside of her tank top, while his other hand slides into his pants to fondle himself.

He leans down again, whispering, "See how strong you are, MJ. See how the others are turned on, while you still fight me. That's why I need you and why I planned this. I'm going to use that strength, and I'm going to build on it with lust."

M.J. closes her eyes and feels her bottom lip tremble while Killgrave's hand grows rougher with her breast. Her will is still intact, but her body is unable to fight his groping. She can feel his chair moving behind her while strokes his discolored cock harder with each passing moment. She opens her eyes again, the smell of Killgrave's cologne mixes with the musky scent of the 3-way mixes in her nostrils, sending her briefly into a sensory overload that sends chills up the back of her neck.

In the center ring, Patricia starts to take everything that Simon gives to her from behind, plus more. Each time he pushes into her, she presses back against him. With each movement he makes, he slams her mouth deep around Ray's cock. Faster and harder the two men use the body of the woman between them in the presence of the others. Each can feel their own finale coming as the Patricia's tits rock hard underneath her from the ferocity of the fucking.

As the sexual tension in the room builds, so does Killgrave's own excitement. MJ can feel him breathing harder behind her, his deep breaths flush through his words as he continues to speak. His tone reminds her of an obscene phone call, "I forgot to mention, my dear that since my power is chemical based there are much more potent ways of reducing your will. Turn around, Mrs. Parker, and open your mouth. I have a gift for you."

The pit of MJ's stomach starts to turn. She still wants to fight him even as her body obeys his command. Slowly she turns around to see the horrible sight of her captor in mid-stroke. His penis isn't close to as impressive as Peter's, or even Ray and Simon's. Only about 5 inches long, and with barely enough width for him to wrap his hand around, Killgrave is the definition of a pencil dick. Mary Jane doesn't care though; her attraction to this man wasn't what was driving her to face his cock now.

Killgrave could feel the pressure building, and as commanded, MJ's mouth is open towards the tip of his cock. He looks down at her beautiful face with a evil glint in his eye as he strokes himself harder and faster, admiring his own control over every aspect of the actress.

The sounds of the room grow with the ever increasing lust being displayed until finally the explosions of the acts started to occur. Patricia has been cumming for a while, her screams being used to vibrate her mouth around Ray's cock. Ray holds out until he sees Simon finishing from behind Patricia. Simon pulls his cock out of her cunt after the first shot pushed its way to mingle with her own juices between her thighs. He lays his cock against the crack of Patricia's ass and pistons his hips to let his cum spray over her back. Watching Simon release finally sets Ray off, blowing his load into Patricia's mouth. She swallows like the hungry slut she has become, stroking his cock while feeling Simon's warm, white seed flowing against her tan skin.

As the finale hits the three puppets, Killgrave reaches his own endurance, showering Mary Jane with his cum. While most of the seed makes it into her mouth, the red head was internally mortified to feel some of the warm, sticky juice start to streak down her cheeks.

The feeling of humiliation starts to fade though as MJ feels like she is actually at ease for a moment. With each spurt of the Purple Man's cum released inside MJ's mouth, the fight within her starts to die down, until she finds herself swallowing of her own accord. She places her mouth against the tip of his prick to clean and suckle any additional seed.

If Killgrave's body produces chemicals through his endocrine system to cause his power, his other endocrine based fluids, including his cum, seems to also have an effect.

Once Mary Jane discovers he is completely clean, she snaps out of her cum-sucking trance to peer up at him. Her urge to cry overcomes her as silent tears flow down her stained cheeks.

Killgrave smiles down at her with that same look in his eye. As he regains his breath, he whispers down to her, "Mmm, very good Mary Jane. You liked it didn't you, and I'm sure that scared you. It's ok, I promise."

With a laugh, he continues as the tormented face of his victim hangs on his words, "With each day, I'll save myself for you. You and only you will be given the gift of my seed, until finally you have no fight left in you anymore, just the craving to do as I say."

Mary Jane Watson-Parker closes her eyes in self-reflection, now fully understanding the depth of her capture. She knows there is no escape in the near future. Peter knows she is to be in a retreat from society, he just doesn't have any clue how actually calculated the week long retreat is.

As Killgrave saw MJ's eyes close, he looks down to the floor where the three objects of his amusement are melting into each other in a sandwiched spoon with Patricia in the middle. With a chuckle he motions to all his puppets as he walks over to a doorway to one of the bedrooms, "Yes! It is time for you all to rest now. I must regain my strength, as must you all."

MJ has seen the look in Killgrave eyes every time she sees one of Peter's foes. It's the look of a mad man who thinks the world is in his pocket.

Each person stands and does as directed, walking past Killgrave to the circular bed that sat past the open door. As MJ walks through at the end, Killgrave grabs her by the wrist.

"And you! Kiss me!"

MJ groans inwardly. Still quiet but slightly less hesitant after the experience with his prick, her body leans in and brushes her salty lips against his mouth with a stifled moan.

"You, specifically, need all the rest you can get," he says after breaking the kiss and releasing her wrist.

MJ leaves his presence to find a spot on the bed with the others, and the door is closed on the group. Though ordered to sleep, her mind acquires a few minutes of free time as it winds down. Away from Killgrave, she finds she has a little more control over self. She's able to whisper silently, "Help me, Peter." as somewhere in the back of her mind, that mental fantasy of her husband coming to her rescue plays out.

Chapter 3 – Prelude

For the next few days, MJ is shown a new side of decadence. She unwillingly becomes the female escort of Killgrave as he lives his day-to-day. The Purple Man keeps her beside him at all times. His beautiful new companion is finally allowed to speak but only when asked direct questions. He also permits her clothing when they go out in public, but inside the penthouse hotel room she is kept naked with her cast mates.

On the second night, Killgrave takes Mary Jane, Patricia, and the remaining female cast members, Lyra and Kat, to a fancy restaurant. Mary Jane watches as Killgrave sends the other actresses on the task of getting their dinners for free. Lyra does so by flirting with a man at the bar. Patricia promises to suck the dick of her waiter. The third girl, Kat, tries to accomplish the goal by seducing a well dressed businessman, but the entrance of his wife causes her to fail. Kat's punishment becomes the role of guinea pig to Killgrave's BDSM exhibition later that night, and the next morning she is sent to a certain address, after which she is never seen again.

For the third night, Killgrave takes Mary Jane, Simon, and Tom, the third male cast mate, out to a bar where the men corner a NYU coed in the ladies' room and rape her. As they share the supple 18 year old, Killgrave asks how Mary Jane enjoys Tom. She replies honestly that he isn't her type. Mary Jane doesn't realize this response will be the cause for Killgrave to leave Tom behind as the fall guy for the rape. That night, a muscle-bound man named Malik, who fate shoves into the wrong elevator at the wrong time, replaces Tom as Killgrave's prisoner.

At each turn, Killgrave plants the necessary seeds of corruptible suggestion into Mary Jane's head. As each act she witnesses adjusts her mindset to Killgrave's manipulative world, it also starts to excite her more and more. The lesson of the second night was how a woman can use her own means of persuasion to get what she wants, but she must know never to accept limits and be ready to adapt or there will be failure and punishment. The third night, she realizes the lesson is that with influence comes strength, and with that strength you can get whatever you want, but never to forget that those who provide her strength are easily replaceable.

After they grab Malik on the third night, Killgrave decides let Ray break him in, and keeps Lyra and Patricia for himself, forcing MJ to watch as always. As MJ is forced into sexual overload watching Ray plow into Malik's ass and Lyra and Patricia please each other and Killgrave, MJ can't help but find her pussy become soaking wet, forcing her to squirm in a nearby chair. It becomes so noticeable that Killgrave allows her to finger herself if she feels the need, and without hesitation she accepts. Soon, the room is full of the sound of moaning ecstasy as parties work through their pleasure.

When Killgrave feels his own finale approaching, he finishes as does each night. He beckons for MJ and pushes the other girls away. Within seconds the red head is poised at his cock to collect his will-manipulating seed into her mouth. Surprisingly to MJ and Killgrave both, MJ smells the musk of his body mixed with the sexual juices of her friends and instinctively devours his meat. Without the need for command, she takes it deep into her throat, stroking it roughly till he releases. After swallowing each and every drop of cum, MJ looks up at Killgrave with a seductive gleam in her eye that matches the evil which shines through Killgrave's own expression.

Chapter 3: The Role

## editor's note, new characters entering into the arena

Tombstone:

wiki/Tombstone_(comics)

Electro:

wiki/Electro_%28comics%29

Black Widow:

wiki/Black_Widow_%28comics%29

Part 1: The Morning

Mary Jane Watson-Parker stretches and wakes above the covers of the mattress. She stretches her completely nude body and breaths in, smelling the scent of fresh pancakes. The smell and the deep sleep from last night has her in a much better mood than what her mind says she should be in. At first, she barely remembers falling asleep last night, but she blushes and her stomach becomes nervous as the pieces start to fall into place in her mind.

The red-head rolls on to her side from her position at the foot of the bed. Looking up to the headboard, she sees Killgrave's purple body sitting up and looking down with the grin she has come to recognize. At his side lay Lyra and Patricia, spooning against each other and still sleeping off their sexual romp with Killgrave the night before.

"Are you hungry, my dear?" Killgrave asks.

"Yes, sir", she responds plainly.

Killgrave chuckles, knowing it's time to test her.

"It's time for you to speak freely, Mary Jane."

With his words a weight was lifted off of Mary Jane, and she spoke as she had wanted to, but strangely much more straightforward than originally imagined

"You're a fucking bastard." She states.

"Yes!" he laughs. "Yes I am!"

Mary Jane rolls her eyes. For all his power, Killgrave still has little to put her in awe. When your power and confidence comes from forced suggestion, even those you give more leniency to will not respect you as if you earned your power, or had taken it from another. Mary Jane knows how to handle this situation, for she has learned it from the Purple Man himself.

"Am I allowed to move?" She asks.

Killgrave eyes her, trying to figure out the motive of the question, "You may, but you are not allowed to attempt to harm to me."

Slowly and without any humility left in her, Mary Jane gets up on all fours and starts to slowly slink up the bed seductively. With only a few feet to go, she tries to make them count as she moves to her desired spot next to the pancakes. Her body moves in such a way that her tits sway below her and her hips glide back and forth in the air behind her. She keeps her eyes locked on Killgrave, making sure he notices all the effort she's putting into the movements.

He watches every inch of her body as it moves up the bed. His bare cock underneath the bed table stirs as her smell comes closer to him. Even first thing in the morning she is beautiful.

Killgrave wants to beat himself for not thinking of this before. When he had a young super heroine named Jewel captive, he could have pushed her like this. Back then though, he wanted to retain her innocence to make it more painful to her. His intent was to manipulate a good person, but let them stay pure so it tormented them. He now realized that if someone maintains their decency, their will to fight is intact. All innocence and decency must be ripped from the person.

The Purple Man's concentration breaks from the shortfalls of his past to his current endeavor as Mary Jane abruptly steals the fork from his hand. Curling up close to him, she cuts two bites of his pancakes as the underside of her bare breast brushes against his arm. Placing one bite on the fork, she offers it to him along with a question, "Exactly how long are you planning on keeping me here? You do know that in 3 more days, my husband is expecting me home."

Killgrave takes the bite and chews it slowly, keeping eye contact with MJ as she cuts her own bite. After swallowing, he responds, "Until I'm done with you. I do have other places for us to continue our fun if need be, but I don't think that will be necessary."

MJ swirls the piece of pancake in a pool of maple syrup before replying to him with a smile before putting the pancake to her own lips, "It won't be? Am I getting early release for good behavior?"

"Early? No." He responds, watching as she cuts another bite that he presumes is for him. "But a few days ago, you couldn't stand to be near me. This morning, you're naked next to me and feeding me breakfast, which I would call progress, my dear. You've changed so much; imagine where you'll be in 3 more days."

Mary Jane bites her lower lip, contemplating what he'd just said. The uneasiness in her stomach has returned and her voice cracks, exposing her nervousness through her performance.

"What. . ." she stops, swallowing down the lump in her throat, "What do you want from me?"

Killgrave laughs, reaching down to her hand as it holds his bite still near the plate, guiding it up to his mouth, chewing roughly and then quickly swallowing before answering her, "Actually, soon you will be asking yourself what you NEED from me, and what will you do to get it."

The naked red headed beauty looks into his eyes as he roughly squeezes her hand. The uneasiness turns to fear inside her.

Killgrave just winks at her, "For now though, go take a shower. We have some shopping to do."

Part 2: The Afternoon

When Killgrave mentioned shopping, this wasn't necessarily what Mary Jane had in mind. Killgrave has driven her to lower Manhattan, where they entered a kink shop nestled in a block of run down, brick front businesses.

In the back of the store is a small changing room, where MJ found a box wrapped in a big red bow. Inside the package, Mary Jane Watson-Parker has found an outfit that will change her life.

Now, Killgrave sits close to a mirrored wall as Mary Jane finishes changing in front of him. With a final zip up the back of her pants, her couture transformation is complete.

"Very nice! What do you think, my lovely?" Killgrave asks.

Mary Jane stares at herself in the mirror, looking at herself. The outfit was amazing, starting with the black high-heeled shoes with a 3-inch metal spike for a heel. Her gaze in the mirror moves up the long pant leg of the black leather hip-hugger pants that fit her like a second skin. The tall shoes and tight slick black pants accentuate her calves and thighs. She moves her body to the side, admiring how fantastic her ass looks

As she turns, MJ notices her back is exposed from the back of her neck to just above the top triangle of the g-string she wears underneath the pants. She turns and tugs on the front of the revealing red leather top. It has an extreme v-neck, starting with two straps on the shoulders which flow down her torso to expose the roundness of her breasts, which are accentuated by the tightness. The two pieces finally touch right below her belly button, where a thin band connects the two sides together just high enough to expose her flesh above the waistband of her pants. If it wasn't for Killgrave taking her to a salon for a Brazilian wax before this fitting, some pubic hair might have shown.

Her long, red hair is held back with a toothed headband stranding her locks and keeping her long hair from her face. Her neck displays a scarlet-jeweled choker which sparkles in the room's light. The choker is accentuated by 2 matching wrist bands which she wears that can be combined by a dangling latch to form handcuffs if so desired.

Standing in awe of the outfit, she doesn't answer Killgrave immediately. It had been a while since MJ has worn anything similar, and only then for photo shoots. It immediately strikes her that this isn't an outfit as much as a costume.

She turns to Killgrave, catching him eyeing her ass. "It's amazing, but what is it for?"

Killgrave's eyes turn more northward to Mary Jane's face, not being shy about ogling her breasts as they make their journey, "Surely you know, my lovely. It's your new identity. When you're with me, performing our plans, or possibly fulfilling desires of your own. Your name now is Seduction."

She faces the mirror again, being absorbed into the reflection of the person within it, thinking the Seductress is not her, and could never be her. In the mirror, she watches as Killgrave approaches her from behind, placing his hand on her hips and pulling her backside against him. The once repulsing act has changed for MJ. A few days ago, Killgrave's will was overwhelming, but now while she still doesn't like him, his presence is relaxing to the red head. It's like being on a subtle form of the drug ecstasy for her. As much as she tries to resist, and without him forcing it upon her, the closer he is, the more she craves him being there.

He leans into her neck and starts to nibble upon it with his purple-tinted lips. He notices that MJ responds to his touch, feeling her breath get heavy suddenly as she turns her neck away to expose more of her flesh to him. Just as expected, MJ's body was starting to react to the mixture of the chemicals that he releases through his pheromones. The elements by themselves work to overcome a subject's will, but if the victim has been exposed to larger dosages such as those released in Killgrave's cum, it makes the person crave the chemical itself.

Warm sensations start to grow within Mary Jane's belly every second that he touches her. The feeling is that of an uncomfortable but pleasurable tease within her, causing her body trembles with each breath he blows against her neck.

"What do you want?"

With a nervous breath of hesitation, she replies, "You."

"And what will you do in exchange?" He asks again, not expecting this reaction of her body so soon.

"Anything", she starts to reply with a hard breath. Her words stagger as the burning grows, "Please, make this stop . . . or... give me more."

"Not yet. What is your name?"

"Ma... " she starts to say, only to correct herself hoping to be rewarded for her compliance. "Seduction, my name is Seduction."

"Very good, my dear, and who am I?" Killgrave reinforces her as he grabs her chin, moving her cheek to rest against his so they can look in the mirror together.

Seduction looks at herself as she stands in front of Killgrave. She notices her body squirming against him, responding to the heat within her. She's seen addiction before, and this was it, though her brain was only barely registering it. To her, it was only need, and she would do what it took to feed it.

"You are the Purple Man; you are my master, my lover. Tell me who you want to be and I will make it that way."

"Oh yes, very good indeed, my Seduction. Now, let's go see if you can earn that name."

Part 3: The Evening

Slowly, the limousine pulls up to a sleazy bar near the waterfront. Inside sits Mary Jane Watson-Parker and Zebediah Killgrave.

With the addition of scarlet hooded cloak and a small red leather mask over her eyes, MJ's completely transforms into her persona of Seduction.

"I will go in first, my pet, but first I have a present for you" Killgrave starts to tell her.

He reaches down underneath the seat in front of him and pulled out a grey box, a little over a foot long and 6 inches wide.

"This is the ultimate test of how well you will do on your own. Though I will not be protecting you at all, I also do not want to send you in defenseless. Inside that bar is a collection of thieves, murderers, rapists, and just general ass-holes that would love to do god-knows-what to you. Your job is simply to survive the night."

Seduction swallows hard listening to Killgrave's words. In the past, her husband has told her of places where rogues can get away from the spotlight. These places are part of an underground network where, for a price, villains can lie low for a while. In a million years, she would have never thought she'd be going into one.

He opens the box for his Seduction, displaying a set of red leather gloves that match her outfit.

"These are your only protection I will be giving you. I . . ." he pauses, clearing his throat, "borrowed these from some Shield scientists. They are a byproduct of their experiments on me. These gloves contain an embedded release system of my pheromones. They will render whoever feels their caress will be open to suggestion while in your presence. The effect is not as strong or long lasting as my natural gift, but it should be enough to get you out of, or into, any situation you'd like."

Seduction takes the gloves out of the box, setting one down on her lap while she slides on the other. Once it's on, she care playfully touches Killgrave's hand, "And of course, you are immune," she says with a chuckle.

The Purple Man continues with a laugh, "Of course, my dear, as are you. The power of my suggestion keeps you in check from any smaller effects the gloves' chemicals might have."

Finally, Killgrave opens the door as Mary Jane puts on the other glove. He then turns and puts her face in his hand, pulling her in close to kiss her hard and deep. MJ's body surges at being so close to him and feeling their tongues twist in her mouth. Her resistance to his presence is completely gone; she knows she will do whatever he tells her for the sole purpose that she is totally his.

The feeling inside her is completely different than her connection to Peter. That feeling is voluntary, it's love. This is addiction and need, like needing to breath but knowing the air is bad for you.

Killgrave breaks the kiss and whispers before leaving the limo, "Good luck, my pet."

The Purple Man's Seduction sighs as she realizes she is truly all alone in this endeavor. Through the last few days, she has seen manipulation by power, but now she wonders if it is enough to allow her to survive this night.

Nervously, she checks out her make-up while keeping one eye on the window, watching her master step into the door of the old warehouse-turned-bar. With a deep breath, she gains the courage to step out of the car.

Her shoes click on the road as she crosses the dark street to the entrance. As a car drives by, she thinks to herself that they must think she is the fetish version of Little Red Riding Hood. Seduction knows there is no Grandma on the other side of that door, only wolves.

With another deep breath, she knocks on the door. She almost wishes this was one of Killgrave's command performances, but he has given her some free will. He wants this to be voluntarily driven by her need to please him, but that allows fear to pass through her mind. She jumps slightly as an undetected sliding peephole suddenly slides open, and dark eyes study her.

The peephole shuts, and Seduction hears the door unlatch from behind and a voice with a south Jersey accent start to speak to her, "This is a no-costume joint."

Slowly, she walks in, the actress in her taking over, she turns to see the white skinned gangster called Tombstone guarding the door. Walking over to him, she caresses his bottom jaw with the gloved hand, "If you let me in, maybe later I'll let you take it off of me."

Tombstone, named for his albino exterior and hard as stone skin, suddenly feels less aggressive towards this red hot woman in front of him.

He lets her walk on by, grabbing her by the hand before she can get too far, "I'll be counting on it."

She feels his raw strength holding her wrist and totally powerless to get free. She doesn't show the nervousness or fear surging inside her. "I don't tease", she says calmly, attempting to almost coo at his attention, but the whole time lying through her teeth. She turns around, and with her free hand caresses his chest, down his abdominals and brushing against a noticeable bulge in his pants.

Tombstone lets go of her, "I guess we'll see later, darlin'. Go on in."

Seduction leans in, presses a kiss to the underline of his jaw, "Thanks handsome, I look forward to it."

She removes her cloak to fully unveil her leather clad body to hired muscle, then deliberately walks away with a sway to her hips, giving the big guy a look at what he could expect. Within herself though, she's completely at odds. So far this experience is proving both exciting and frightening, as the new villainess finds herself shaking, unsure from fear or being turned on. As she collects her nerve again, she realizes the first part of her assignment is accomplished as she walks down a tight stairway into the main part of the bar.

Seduction quickly found out that Tombstone wasn't joking about this being a costume-free zone. In her red and black leather costume, she is sticking out like a sore thumb. Outside of the pigment-challenged patrons like Tombstone and the Purple Man, the crowd looked like the normal thieves and rapists you'd find in any line-up, but MJ reminds herself that each of these thugs has a secret that could kill her. The clientele that she could see were mostly men, any woman that she spies could easily be a call-girl or escort as they could a patron of the bar.

In a dark corner of the bar, Killgrave watches as his pet takes in her surroundings. When he told her of this task, he knew bringing her in full uniform would make her stick out, and in a place her costume definitely noticeable. All the eyes in the bar are currently focused on his Seduction's tight, leather-wrapped body as it bends over the bar to order a drink.

At any time, Killgrave could take control of 99% of the villains in this bar, but there is still that 1% he had to be wary of. Anyone with a strong willpower is a risk to his influence, which is why he wants to break them of their desire to resist first.

He looks around at the legion of bar patrols, not letting the watchful eye of a nearby bar wench go unnoticed. She is being particularly suspicious of Killgrave. The waitress was hard not to notice, with her strong built body and long legs accentuated by a short mini-skirt. It was how her attention deviated from her customers to Killgrave's table that truly made her noticeable to him.

Killgrave's eyes return to his pet. As Seduction slowly sips on the red wine just served by the bartender, two men make their way from each side of her.

"Your definitely new here, sweet cheeks, but no worries, I'll show you around" says the first.

As though Zeus himself were standing next to her, an electric bolt surges out of the other patron's hand, "I don't think so, buddy". With the power of the electric shock, the first unknown man goes flying through the air, breaking a table as he lands near the wall.

"Allow me to introduce myself, my name is Max, but my friends call me Electro."

Mary Jane tried not to shiver at the sight of the muscular man in the black turtleneck standing in front of him. Electro is one of her husband's oldest enemies. Though she has always made light of his green and yellow costume, behind the mask she found him quiet attractive. He reminds her of one of the strong construction workers on the street that always whistle at her as she walks by.

"I know who you are, Sparky. My friends call me Seduction. Would you like to be my friend?" She grins with the question, taunting him with one of her husband's nicknames for him while at the same time leaning forward to give him a clear view of her ample breasts. She reaches up, giving him a caress that will bring the two of them closer.

Electro gradually moves his eyes from his new friend's assets to her smile as he feels her caress. He starts to reach up to remove her mask, "Definitely, but I'd really like to see what's behind those eyes first."

"Don't even THINK of it, Dillon. I got dibs on that broad!" A voice comes booming out of the hallway. The whole bar looks over to see Tombstone step through to the main room. Instinctively, the bar starts to clear to the walls.

The exceptions to this mass exodus to safety are Killgrave and a nearby hostess, both taking notice of each. Killgrave knows that he is out of harm's way, as he is already in a corner and could at anytime instruct someone to stand in front of him, but the fact that this woman seems perfectly safe in the middle of the room means she's either really dangerous or really stupid.

Suddenly, Seduction finds herself surrounded by raw power. As Electro clinches his fist, sparks start to flare from his clinched digits, while Tombstone brushes his powerful physique up against MJ to show that he isn't backing down either.

MJ tries to think fast, setting down her glass of wine and reaching up to caress each man's face, "Now now boys, calm down, I have no problem with sharing."

She only connects with one of them as her hand touches Tombstone, the other gets a small shock as it tries to touch Electro's charged body. The effect on Tombstone is automatic and he starts to relax.

Electro doesn't let the opportunity slide. "Sorry Hun, but I don't share," Electro says as he fires a bolt right into the middle of the albino's chest, sending him back into a wall where 2 people cushion his impact. With five more quick released bolts of current, he surges his power into Tombstone. The energy electrocutes those underneath the former mobster, but only manages to knock the albino out cold.

While not desirable to Electro, the result would suffice. He chuckles over the body of his opponent, making sure he doesn't get up, before turning back to his red leathered prize.

"Now, where were we?" he says.

Seduction looks over Dillon's shoulder at Killgrave, getting a nod of approval from her Master, a gesture that does not go unnoticed by the blonde waitress across the room.

"I think we were getting ready to go somewhere a little more private." She says, seeing his electric pulses start to subside, taking a chance and holding out her hand to him.

He takes her hand, "The roof should be private enough" he responds as he leads her into a hallway.

Killgrave chuckles as he finishes his drink, Electro would be the perfect minion to help his Seduction on her corrupted path. He looks back over to the other side of the room and notices that in his deviation of attention, the waitress of the night was gone through a side door.

A few minutes later, Seduction appears on the roof top with her new follower. Her gloved hand gripping wrapped around his palm for the length of the stairs is more than enough contact to make him putty to her suggestion.

Dillon can't understand what is happening to him. He feels as if he is drunk off of this woman he just met. Her touch is intoxicating, sending him on highs he's only experienced before while using his powers. He can't help but push her against a nearby door and pressing his lips roughly against hers, drinking in her breath.

In the shadows, the blonde woman from the bar who intently watched the communication between MJ and Dillon, as well as MJ and Killgrave, reveals her true self as she watches the two lovers. She removes the blonde wig to reveal red hair that rivals Seductions, showing her true identity, Natasha Romanov, the Black Widow.

The red-headed secret agent grumbles to herself. Her mission to infiltrate the super-villain underground and find Killgrave is a success, but to complete it she has to get to her communication equipment which sits on the other side the door currently acting as support for the lust of Electro and this new lady in red.

Natasha quietly groans as she watches Seduction put her hands on Electro's shoulders, quickly spinning him around so that his back pounds against the steel door. As she sees Seduction slowly crouch down till her face is in line with Electro's crotch, she thinks to herself that this obviously was going to take awhile.

Seduction's hands free Max's bulge from his jeans and quickly takes his shaft down her throat. She moans as she feels her husband's enemy guiding his prick past her lips with his hands resting within her hair. She concentrates on the tip as her chemical-laid hands stroke the surprisingly massive member while her mouth devours his length.

Natasha squirmed a bit from the shadows, unknowingly reacting to the show in front of her. The short waitress mini skirt giving her easy access, her hand trembles as it slides between her thighs. While she concentrates on the display in front of the door, she starts to lightly finger her own sex, losing awareness of her surroundings.

"Harder, Miss Romanov!" Killgrave whispers from another shadow behind the Black Widow.

For a brief instant within her thoughts, Natasha curses herself. She had forgotten the Purple Man's training in espionage and let him get to close to her. Only a second later, she feels her body obey, fingers pressing into her pussy lips, rubbing her clit much more vigorously.

Electro peers into the shadows, hearing the increased display of lust coming from beyond a chimney stack. Feeling his attention drawing from her, Seduction lifts her lips from the head of his cock and reaches to his sack, squeezing it tightly with the chemical induced glove.

She whispers, "Ignore them. Serve me. Fuck me."

The chemicals working within Electro's body went into overdrive. His concentration resumes as he grabs MJ by the shoulder and pulls her up his body, leaving his damp, hard prick poking through the wind of the roof. Quickly he moves to swing her between him and the wall, pushing Seduction chest into the door.

With a grunt, MJ feels the cold steel of the door pressing into her cheek as Electro undoes the red leather garments. Within the next few seconds, she feels the breeze blowing over her hard nipples as her top unzips and drops to the ground. A few seconds later, she feels her ass exposed to the same elements as Maxwell releases her from her pants, pulling them down below her knees. His need is too great to completely strip her, he just needs her now.

Electro doesn't take much delicacy into the act of penetration as he pierces Mary Jane's pussy hard and fast. His thick cock spreads her pussy lips wide as he fills her, only to almost completely pull from her sex and thrust into her a second time. Following the orders of Killgrave, he takes Seduction's cunt for all he can each time, until the hard, slow pistons become deep, fast movements slamming his hips into the back of her thighs.

The sounds of lust continue to build on the rooftop as Killgrave needs his own release from the sexual tension, he walks over to the masturbating Widow, "Open your mouth, Natasha, I have a present for you"

As the Black Widow felt herself coming to orgasm already, she opened her mouth to Killgrave's thin cock, which he pushed in quickly. Digging his fingers into Natasha's read hair, he starts to skullfuck her with ferocity as he watches Mary Jane become a slut for one of her husband's deadliest enemies.

"Penetrate yourself, Widow." He commands

Natasha obliges without hesitation, pressing three fingertips into her soaking cunt. Her wrist starts to bend as she finger fucks her hole while having her mouth used for Killgrave's own pleasure.

Seconds turned to minutes, and moans of heat turned to screams of desire as the men took their prizes. Killgrave was first to cum feeling the yells from Natasha's filled mouth vibrating his cock into supplication for release. She becomes drunk off his psychotropic jizz as the juices from her pussy melt down her thighs.

It was 15 minutes later when the sexual escapade of Maxwell Dillon and Mary Jane Watson-Parker would finally end. Killgrave, with the Black Widow clinging to his leg, watches them entranced at their stamina till MJ's final orgasm milks Electro's prick. As he feels the first shot of cum freed, he pulls his cock from Seduction's cunt, letting his juices spray over her white flesh with each stroke of his hand. He leans into her, letting his stomach squish his cum between their bodies, and drinks in her mouth in a deep kiss.

Killgrave had hoped for one additional piece of muscle tonight, but he had gotten more than he bargained for.

He reaches down, caressing his new fuck-slave's red hair, "I had my Seduction to turn those to my will, and now I have my Black Widow to kill those that will not. Things couldn't be going any lovelier!"

hapter 4: The Play "Kiss of the Spider Woman"

## editor's note, new character entering into the arena is Jessica Drew, known as Spider-woman. Her bio can be found here:

wiki/Spider-Woman_(Jessica_Drew)

## quick reminder, because I haven't said it for a while, but all characters are owned and copyrighted by Marvel. There use in this story is purely for pleasure with no profit of my own.

Part 1: 4 days later

It is officially panic time for Peter Parker. His wife has been gone much longer than expected on a theatrical retreat for a Broadway presentation he just found out has been cancelled due to funding issues. Up to this point, he has tried all the contact information he has for his wife and none of it is panning out. Jessica Drew, aka Spider-woman, is next to him as he slams down the phone for the third time.

"DAMN IT!" Parker exclaims

Jessica puts her hand on Peter's shoulder. Knowing she releases a pheromone that makes men relax around her, she hopes it will do its trick with Peter too.

"C'mon, Peter, throwing things around won't do any good," Jessica says, "and you know it."

"Jess, part of me knows your right, but the other part says this is the perfect time to throw things around! My membership in the Avengers was supposed to help protect my family!" he says, following it with a sigh. "She's the most important thing in my life, and if something has happened to her. . . "

Jessica interrupts, "Nothing will happen to her, if someone did know you were Spider-man, they wouldn't be stupid enough to harm her knowing the backlash. Let's suit up and go out on patrol, just you and me. We'll shake down some thugs, see what we can find out."

She leans in to give him a kiss on the cheek before going up to her room to change into her uniform.

Peter breaths another deep breath as he feels Jessica's lips caress his cheek. He knows she is right, some web slinging is exactly what he needs right now.

Part 2: Abandoned Warehouse by the East River

As the midday sunlight starts to break through the broken glass of the derelict warehouse, Killgrave hangs up his cell phone and tosses it onto a nearby table. He slides his hands between the thighs of Seduction, who sits nude and content on his lap.

"The board is set; the pawns are in place" the Purple Man says.

Mary Jane presses her ample chest close to her master. Newly reinvigorated in her devotion by pleasing Killgrave's cock as they used Electro to experiment with electro-shock pleasure on the Black Widow, she purrs seductively into his neck.

"You do want them alive, right?" she whispers in his ear with a nibble. The more his heart beats with excitement, the deeper the feeding of her addiction becomes.

"No worries, my dear. If I can, I want your husband alive to further my plans, but if not. . ." he hesitates, then points to Natasha as she rides Max Dillon to her fourth climax.

MJ sighs with understanding. Even with the addiction to Killgrave's chemical and her brain-washed training, she wouldn't want to see her husband killed, In the end though, she knows there is little she could do to stop it.

Killgrave could sense the anxiety in his corrupted pet. He reaches around and grips her chin, pulling them back into eye contact to whisper, "But we are getting ahead of ourselves." He presses a kiss to her bottom lip before continuing, "Go and give Natasha a break. I want Dillon completely in your control for tonight. After you're done, there is work to do."

Like a mental switch is flipped, MJ feeds on his words and becomes her alter ego of Seduction. She moves from his lap, then leans down and presses a devoted kiss to the top of Killgrave's thigh before reaching to the table next to them and putting on her gloves. With a wink, she turns and seductively walks to the bed, swaying her hips extra wide for the Purple Man's viewing pleasure.

Killgrave chuckles to himself as she walks away. He could appreciate the subtle differences between his perversion of Mrs. Parker and those he just controlled, like Natasha Romanov. It is the signs like the sighs, the kisses of devotion, and the rest of all the little things that she performs voluntary that made this plan so ingenious.

Part 3: Later, Above the Rooftops

"Spidey-sense tingling more than a high school boy with your pin-up, Jess" Spider-man jokes as he looks down at the derelict warehouse.

"Well, bad tasting humor aside, we'll consider that a sign that the snitch's information was good. That being the case, Electro should be down there with your wife," Spider-woman replied.

"If he's laid one hand on her, I swear to god. ." Peter starts to say with anger starting to boil in his voice.

"Don't swear to anything yet, Peter. I know you're used to battling Electro, but you need a level head on this one. We don't know what surprises he has planned down there"

"There's nothing to this. If this is Electro, it's a snatch and run. He probably just wants her so he can blackmail me."

"Pretty elaborate kidnapping for just blackmail, Peter. I don't even think Electro could set up the phony play. Use your instincts, there has to be something more to this." Jess tells him, using her SHIELD instincts to look for a bigger picture, and really surprised Peter's reporter experience aren't doing the same thing.

"Maybe, but motive doesn't matter here, just going in and getting my wife."

Jessica starts to become worried that Peter's hot head is going to compromise the very goal they are there to accomplish.

"Alright Peter, let's do this." Jess finishes, getting the proverbial nod of ready from Peter

As if cannonballs were flying, a combination of web balls and heroes' bodies go crashing through the decayed roof. As Spider-man web-swings his way to the floor, Spider-woman takes stance in the rafters. Since she's the first to land, she's the first to fall into shock of the sight in front of them.

"Hey Dillon, nice place you got here!" Peter yells as he lands. With the last syllable, his jaw drops underneath his mask.

He looks on to find the people he expects, but he isn't ready for the view. His wife is bound in only a pair of gloves and her white lace underwear. Her wrists are shackled around a thick wooden poll with leather bracelets that are clasped in the middle. Electro stands behind her, palms wide as if attempting to grab each cheek of her ass, but instead pulsing small electrical surges from his fingers into Mary Jane's white flesh.

Electro instinctively ends his playtime. He balls back his hands, charging them with much more deadly bolts before starting to speak, "Ahhhhh, Web Slinger! Or should I say Mr. Parker! It's rude to show up to the party without an invitation!"

"Let her go, Electro!" Peter responded, his usually witty quips seeming unnecessary at the view of his wife's nearly-nude body squirming from the shock treatment.

As Electro shoots his charges towards the Wall Crawler, Spider-woman prepares to pounce upon the villain. As she jumps, a dart flies out of the shadows into her neck, sending her falling into a large pile of cloth refuse below.

Killgrave watches from his position in the shadows, wanting to see how far his team could take the Spider-Calvary. So far, he is very impressed at the way they have one down and another on the defensive.

Jessica tries to stand from the old pile of cloth sacks that had broken her fall. Her system could fight the sedative or poison given to her, but she needs time. As, she tries to crawl off out of the way, she screams out in pain with the feeling of Black Widow's stiletto heal driving into the square of her back.

Peter takes a split second to concentrate on his teammate. The surprise of the leather clad Black Widow, who usually works for the good guys, forces him off kilter. Not knowing what hit Jessica, only seeing the shining barrel of a gun pointed at her from Natasha's hand, he knows he has to help.

As he's flying through the air with acrobatic ease, dodging Electro's lightning bolts, Spider-man shoots a web off from each of his wrists. The first surrounds the tip of Natasha's gun, gumming it up before it can be fired. A second, longer blast hits Electro right in the face. Peter knows this won't slow Electro down for long, just enough time for him to land a hard kick to his opponent's torso. He sends Dillon flying into the wall.

"That's it Dillon, we're done!" With another few back flips, Peter finds his wife and breaks apart her handcuffs, "Don't worry MJ, I'll get you out of here"

From nowhere, a new voice echoes through the warehouse, "What if she doesn't want to go?"

Peter looks past Natasha and her position standing over his ally. He sees a lone figure leaving the darkness and safety of the shadows. Just as Peter prepares to shoot, the figure speaks again.

"Please Mr. Parker, up against the wall"

Peter finds his body betraying him as the shadowed figure stepped closer to reveal his pigmented skin. He stumbles backwards, finding his back irrevocably attached to a column very similar to the one holding MJ.

Killgrave spoke again, "Answer me, Mr. Parker, what if she doesn't want to go?"

As Peter recognizes Killgrave for who he is, he responds angrily, "Then so help me, you purple skinned freak, I'll find a way and I will kill you for what you've done to my wife."

Killgrave chuckles at Peter's remark, "If you can find a way, Web Slinger. But, first, before we jump to conclusions, shall we ask?"

Purple Man eyes his Seduction as she takes her cue and walks to her husband. With her gloved hands, she removes the unnecessary mask of Spider-man, then starts to caress around his neck and cheeks, whispering, "I'm sorry Peter, but please, don't fight it. He'll have you killed and I still need you to protect me."

Mary Jane leans in and kisses her husbands lip with each kiss being a plea to calm down.

"MJ, please no. I need you to fight this" Peter whispers back to her, tears falling down his face in anguish and frustration as he starts to realize the full control Killgrave has on his wife.

As the corrupted wife consoles her husband, trying to calm him with caresses from her pheromoned touch, Killgrave pushes his attention to Spider-woman as she awakens in the grasp of the mind-wiped Black Widow.

"And you, my dear. Yes! I feel it from you! We are kindred, aren't we?" he says as he senses Jessica Drew's own pheromone power.

"Though, definitely not as powerful as my own body, I can feel the gift of control exodus from lovely body. Let her rise, my puppet."

With his words, Natasha moves from atop Jessica's flattened frame. Jessica stands before Killgrave, her metabolism not strong enough to fight the persuasion that the Purple Man holds over her.

"Come to me, remove your suit" he says as he sees her stand erect.

Peter can't believe what's going on. As his wife nibbles on his earlobe, he sees the site of his teammate walking towards their enemy, slowly removing her mask at first, and then unzipping the rest of her costume. He's so confused, his body betrays him as he feels the relaxing touch of his wife at the same time he sees the blatant perversion occurring.

Without Killgrave disallowing the action, Peter still has the ability to speak out, "The rest of the Avengers will find us, Killgrave. They'll stop you."

Killgrave becomes annoyed with the dribble exiting Peter's mouth. "Hush Mr. Parker! You're interrupting a beautiful show" he says as he reaches out and caresses Jessica's cheek. Keeping his hand on her, he slowly walks around her form, taking his time in caressing the mounds of her breasts and ass.

He leans in the Jessica's ear, "Yes! You're very pleasing. With your power, even the air around you comes out sweet. Please my dear, crawl to Mr Parker and see if that body of yours can make him more comfortable."

MJ watches from her husband's side as Natasha's form drops to the floor. Her body starts to move like a cat, slowly slinking her way from the Purple Man to Peter's feet. Seduction's hand reaches down into her husband tights and releases his prick to the open air as her other hand caresses the back of his neck. She feels awkward inside, knowing she's about to watch her husband be pleasured by the raven haired beauty at his feet, but she knows this will keep him alive.

She whispers to him as her hand frees itself from stroking his cock to guides Jessica's mouth onto his meat, "Enjoy this Peter, learn the gifts that my Master can give you."

MJ steps away from her husband, starting to move towards her master before noticing he has already taken a spot near Natasha. With a motion of his hand, her path is directed stand with Electro.

"It's not fair your husband should have all the fun, my pet. Show him how you've tamed this beast" Killgrave commands her while he removes the black leather of Black Widow's outfit.

Peter doesn't know if he can truly take the conflict his body is feeling. He moans out as the warm, wet mouth of his teammate swallows his engorging dick, and at the same time watches in awe as his wife pulls Electro to the middle of the floor. His heart starts to pound as he sees her whisper to Maxwell Dillon, and before he knows it his enemy is on his knees in front of MJ, pulling aside her panties and lapping at her sex. Peter swallows hard as he feels the sensation of Jessica's pulsing hand stroking the saliva-dripping length of his manhood.

Jessica, following the orders of Killgrave, looks up at Peter and pops the mushroom head out of her mouth. To a certain extent, she can control the amount of pheromones she releases, even reversing them from a positive influence to a negative one, but since the moment of her awakening under the Black Widow's boot, she follows the pleasing orders of Killgrave.

The nude Spider-woman looks up at the Spider-man as she pushes her body's chemical release and licks the underside of Peter's head, "Relax, Peter, and enjoy."

At last, the sensations are too much for the friendly neighborhood wall-crawler. The control over his will, which started with Killgrave's commands and then reinforced by the touch of his wife, is now completely broken by his teammate's oral embrace of his cock.

Killgrave grins as Natasha rubs her breasts against his own cock, watching as Peter's gaze splits between the superheroin at his feet and the display of his wife being pleasured by Electro.

Seduction also takes notice that her husband's behavior has relaxed, setting her own mind at ease. She would love to walk over and assist Jessica in the suckling of her husband's shaft, but she is sure her Master's true intent is the perversion of her marriage.

With a gulp of saliva, Peter watches as his wife pushes Electro onto his back. He can't help but watch as she removes the lace panty and bra to display herself for Electro, who skims out of his costume on the floor. Part of him wants to look away, but within the lust of the room and the command of those around him he feels the compelling need to watch and feel the degradation of the spectacle.

As the Purple Man feels Black Widow's mouth engulfing his cock, he admires the orgy that surrounds the room. As his true pet splits her pussy and starts to ride the cock of one of her husband's oldest enemy while Peter watches, any doubt of the corruption of his Seduction has left him. She will do anything for him, not because he tells her too, but because she chooses.

He looks down at Natasha between his legs, whispering to her, "You're just a whore, Widow, a whore with a good shot. Seduction is a work of art."

Natasha looks up at Killgrave as he speaks to her. Her domination is one of pure metabolism and body. The Black Widows of Russia already have a built in pheromone control, one that has been exploited for years by Nick Fury in his dealings with Romanov. That control, though, kept them from killing their controllers, but it also set up the necessary reaction to easily take control of this beautiful killer.

As echoes of lust fill the room, Peter is the first to start to succumb. Jessica's mouth and fist start to pump faster along his thick shaft while he watches his wife's model body in complete lust as it bounces on the hips of Electro.

Jessica moans into Peter's cock and feels her wetness growing between her thighs. She can't help but be turned on by the stamina and length of Peter. Even though she is being controlled, her body can't help but take pleasure in knowing that Peter is going to cum

As Peter's abs tighten in preparation for his fulfillment, Killgrave notices his grunts of pleasure start to mix in the air with the whorish moans of his wife.

"That's it, Spider-man," starts Killgrave, "scream out as you cum to your wife's infidelity."

With the Purple Man's command, Peter lets out a yell of release and shoots his load into Jessica's eager mouth. She looks up at Peter's strained face as she swallows the spunk as each pulse slips past her lips. After the last load releases inside her, she cleans his prick with her tongue and leaves it with a soft kiss on the underside of his head. Without further instruction, she smiles up at Peter and curls at his feet, watching his wife's sex drive until called upon to do something else.

MJ looks at her husband's satiated cock as it hangs down above Jessica's head. With jealousy in her mind, she reaches back and grabs hold of Max Dillon's testicles, squeezing them as her clit grinds against the base of his cock.

"Cum in me, Max. Give it to me now, harder!" she moans out before letting go of his balls, letting Electro thrust his hips up into her pussy.

As she bounces, she closes her eyes after seeing Jessica press a kiss into Peter's thigh. Her free will is a curse at this point that no other woman in the room obviously shares. She concentrates on the thick cock inside her as her walls start to spasm in her own orgasm. When her pussy juices start to gush out of her and the muscles of her body spasm on top of Electro, she feels her cuckoldry complete when Max Dillon fills her canal with his seed.

At the same time, Killgrave finds himself close to cumming into the Black Widow's mouth. His potent, intoxicating seed would be wasted by her already controlled flesh. He pushes her off like a dog humping his leg and walks over to Mary Jane and stuffs his diminutive cock into her mouth, letting her suckle like a baby on his prick.

Before cumming, Killgrave takes one more jab at Peter, "You see Parker, your wife, who I choose to call Seduction, chooses me because she needs me. As long as there is sperm flowing through my cock, she'll do whatever I say to suck it out. Unlike you and my latest puppets, which will do as commanded, she does my work out of devotion for what I can give. Remember that each time you see her play these games for me."

Mary Jane feels the head of Killgrave surge into her lips. She strokes his cock and sucks it dry. When she sees he is satisfied, she places a kiss on the end of her Master's cock, whispering, "May I go to him, Master? I have missed him."

"Of course, my pet" Killgrave responds as he catches the breath from his orgasm. He then points to Black Widow and then Electro, "Natasha, I don't see any further use for this man. Kill him for me, dear, cleanly"

MJ looks back in shock at the man she just fucked as Natasha quickly pounces on him. The Black Widow forces two fingers to connect to a pressure point in Dillon's neck, creating an aneurism that kills the villain known as Electro. With fear in her, she clings behind Jessica and Peter, knowing it would do no good if Killgrave is actually angry.

"Remember that, My pet, it's not by the grace of God your husband lives, but by the grace of the Purple Man."

Chapter 4: Epilogue

Mary Jane's eyes circle the bedroom with a grin on her face. The Purple Man has since gone to rest in another bedroom, bestowing his pets to Mary Jane's care to do with and speak to as she pleased. She takes a second to enjoy the view of her husband lying on one side of the large bed, Jessica Drew curled up close to him, and the Black Widow laying like a dog on the floor at the foot of the bed.

This is the first time she has been alone with her husband and his friends since their domination at the warehouse. Even though they are being controlled by her Master, she feels the need to make this time as bearable as possible for them. A part of her realizes that this just to kill her own guilt, but she tries to bury that thought for the time being.

She reaches down, caressing her husband's face, "I'm sorry, Peter. I'm sorry it happened like this, but it isn't that bad, you'll see. Please, tell me you still love me."

She follows her request with a soft kiss to his lips, then one to Jessica's forehead as she slides between them. As MJ gets comfortable, she heasr Peter whisper back to her, "I love you, MJ, but . . ."

She interrupts him, "No 'buts', Peter. I told you, you'll find there is pleasure in his service. We are free of consequence. We do as he says, and when we're alone, he will let me do as I wish. You're mine, Peter, just as you always were."

Her hand slowly trails down his strong abs as she speaks, fingernails caressing his skin. She finds his flaccid cock and starts to stroke it, little by little engorging it within her soft palm. "I love you, Peter, and I will always do what I can to make sure that you and your friends are protected."

As the sexually free Seduction, she crawls onto the other side of Peter, keeping her hand on his manhood as she places him into the center of her and Jessica, leaning in and whispering into his ear as she strokes him. "I'm your Mistress now Peter, but Killgrave is my Master. I will take care of you and show you the pleasure in our servitude."

Peter swallows as the nude frame of his teammate, Spider-woman, comes into view. He has always been attracted to her. On their first mission to the Savage Lands, they became the captives of Sauren and were bound naked in a circle with the rest of the new Avenger team. He could feel the ever present aura that Jessica put off, and it was all he could do at the time to not let his teammates see his arousal.

"You enjoyed our Master's blessing of Jessica's mouth earlier, didn't you Peter?"

"Yes" he replies.

As the couple speaks, Jessica just lays there in the comfort of her skin. One hand props up her head, the other caresses small circles on the outside of her muscular thigh.

Seduction felt her husband's arousal as his cock became completely hard. She moved her gloved hand to the curvature of Jessica's breast. "I'm going to have her, Peter. I'm going to taste her and have her taste me. Would you like to have her, Peter? Would you like to fuck her with me?"

Jessica purrs at Seduction's touch, smiling at Peter as she hears her Mistress's words. Her sexuality is currently heightened from being fucked by Killgrave before he retired to his thoughts in a private room. She feels the urge to please the lovers. There is a surge of pleasure coming from MJ's hand and it reminds her of the overwhelming sensation she felt swallowing Killgrave's cum. He called her his fuck doll as he filled her with his natural psychotropic drug. It was enough to start the process of addiction that MJ had completed in the first hotel room so many days ago.

"Yes, MJ" Peter says in a soft breath

"No Peter, not MJ. Our Master wants you to call me 'Mistress' or 'Seduction' now" Seduction says as she lets her own purr out into Peter's ear before taking his lobe into her mouth.

"Yes . . " Peter hesitates, the choice is overwhelming. Unless commanded, he can't use the name that Killgrave has given her. "… Mistress" he finally finishes.

"Good, Peter" she says to him as she leaves some kisses down the side of his neck.

She then crawls off the edge of the bed and walks around it slowly, stepping over Natasha to make her way to Jessica's side. She slides up behind Jessica and pulls the raven haired heroine's lips to her own, kissing her in deeply.

Jessica feels the response Seduction's touch and kiss and turns to melt into her Mistress. Their bodies meld together with thighs slipping between thighs, breast touching breast, tongue teasing against tongue. Both women start to moan as they gently explore each other with their hands.

Seduction reaches behind Jessica, placing her hand back to Peter's meat. She pulls until he takes the hint and comes in closer to the back of Jessica. Peter's hand reaches over both women, grasping his hands into the flesh of Seduction's ass. As his fingers squeeze, so do his arms, sandwiching Jessica even tighter between himself and his wife.

Jessica's leg rises around Seduction and her ankle wraps around her calf, opening herself up more to the man behind her. She first feels the warmth of her mistress's mouth as they kiss in deeply, then she feel's Peter's muscular chest pressing against her back. As her wetness grows in anticipation, Jessica can feel Seduction's hand slide off of Peter's cock and onto her thigh. Jessica can feel the slight fluttering of MJ fingers against the petals of her sex right before the lips of her pussy are split by Peter's thick head.

MJ pulls back from Jessica's kiss, rearranging herself on the bed. She looks down at the expression of pleasure on her husband's face as he pushes deeper into Jessica's tight cunt. With a wicked grin on her face, she moves her body into a 69 position with Jessica, moving her own mouth against Jessica's clit, close enough for her to see the remainder of Peter's cock disappearing into Jessica.

Jessica feels the thickness of Peter's dick fully within her. The sounds of her moans of complete lust fill the air as he starts to piston within her. With her mouth empty from Seduction's kiss, she whispers out as she feels MJ suctioning on her clit, "Oh god, more please. Use me like my Master desires."

As Jessica's request pushes through the bedroom, MJ reaches up and removes Peter's cock from its tight, hot sheath. She stuffs it deep into her own mouth, tasting both the precum of Peter's desire and Jessica's sticky wetness. As she moves her neck against it to fuck it with her eager mouth, her gloved hand strokes the sticky shaft, wanting to feel the familiarity of her husband's member before aiming it back at Jessica's cunt.

Peter feels his cock at full length from the fantasy fuck he's experiencing. Not only is the heat of his red-headed wife's sucking mouth driving him crazy, but both of these women are affecting his body with their pheromones. He feels drunk with excitement, and in need of more. As MJ releases his prick, he grabs hold of Jessica's hips. Picking her up off the bed, Peter rolls her on top of Mary Jane so he can get up behind her. Before penetrating Spider-woman yet again, he is able to look down into his wife's eyes.

"Take her, Peter. Whatever your desire, use her for it." MJ says to him as she strokes his balls one more time.

He looks down at her, with a hard swallow he sees the eyes of his wife disappear beneath his ball sack. Peter keeps hold of Jessica's hips, staring down at a pair of legs and an ass so muscular most Olympians would die for it, and finally he aims for the bull's-eye of her pussy, pushing into her deep and hard.

With one mighty thrust, Jessica lets out a loud scream of pleasure, feeling Peter fully inside her again. Her own mouth becomes wanting, she leans down and places her mouth on Seduction's pussy, sucking in the hot nectar with tight pinched lips. Her fingers play at MJ's netherlips, sliding two digits inside the canal. The sounds of her pleasure vibrate into the Brazilian shaved pussy below her as she feels her body being rocked by Peter's advances.

Seduction's hips start to move in rhythm with Jessica's tongue and fingers. Mary Jane can't help but think that Jessica's talent comes from prior practice. MJ takes pride in the fact she is known in the modeling circle as a former party girl turned wild house-wife. Before getting married to Peter, ménage-trois and gang-bangs were common experiences. She's glad this experience with Peter is with someone who's got experience with both sexes.

Jessica is in pure bliss as she feels her first orgasm starting to flow over her. She can feel her body spasming as she tries to push her ass back towards Peter with each push of his hips and at the same time rub her sex into Seduction's mouth. As she screams out with ecstasy, she clamps her mouth down on her Mistress's pussy, trying to bring her to her own climax.

It's not long after that MJ as her first eruption. Jessica slides four fingers into her cunt and thrusts them repeatedly while lapping at her juicy cunt. As the juices flow, MJ digs her fingers into Jessica's thighs and rides the wave of pleasure.

Peter hears the duo moaning and feels them squirming beneath him. He can't help it anymore, looking down at Jessica's perfect bubble ass pushes him with further need. He pulls his cock out of her cunt and thrusts it first down MJ's throat, letting her bob her head up and down while another orgasm rips over her. His wife's muffled moans against his mushroom head only adds to his pleasure. Finally, breaking away from her mouth, he then raises his own hips, taking his dripping member and pushing it slowly into Jessica's anal canal.

Jessica can't help it, she breaks out from her pleasuring of MJ's pussy to scream out as the fantastic burn of Peter's thick head splits her tight ass in two. "OH FUCK YES! Fuck me! Fuck all of Me! God Please!" she screams out.

MJ knows Peter's own stamina, and wants to see how this plays out. She remembers how he used to take her ass so hard and so long she couldn't walk straight the next day. Jessica's body, while not necessarily better than MJ's, is definitely more tone and could take more punishment.

As Jessica continues to beg for her usage, Peter obliges her. With a full pounding of his hips into her ass, he thrusts his thick prick past both of the tight muscles to fill the tightness. He starts his own yells of pleasure as he uses the much more of the strength in his muscles than he could with MJ to take her. As he feels her tightening around him, he only pushes harder.

Minutes turn on the clock and Peter doesn't stop, and as MJ finds Jessica's mouth driving another orgasm, she decides to let Peter have his own. Just like at home, she reaches up around Jessica's thighs and puts a hard squeeze on her husband's testicles.

"Do you want to cum for me, Peter?" she yells out as a second wave of pleasure comes to her from Jessica's mouth.

"Oh god! Yes, Mistress! Please!" he responds.

MJ squeezes her manicured nails into Peter's jewels, causing him such erotic pleasure that he can't stand it anymore. As he hears Jessica's next climax surge through her body, he pulls out of her tight ass. He quickly grabs hold of his cock and pushes the dark haired heroine off of his wife, stroking his cock over both their bodies as MJ continues to squeeze.

Jessica snakes up her mistress's body and takes her cue. As the red head replaces her fingernails with a suckling mouth on her husband's ball's, Jessica places her mouth on the underside of Peter's cock, licking and nibbling all along it till she feels the first spurt of cum shoot onto her shoulder.

The two women quickly come to attention at the spout of Peter's head. They share in the wonderful salty taste of his semen as his jerks off to their waiting bodies below. As they see the final spurt fall to their bodies, they both take a separate side of his manhood to clean it from any remaining dribbles of seed.

Peter falls down onto the bed in bliss and gives both the cum-mouthed women a deep kiss as they crouch over him like panthers in heat.

Mary Jane whispers to Jessica, "Go to the Master, Jessica."

As Jessica smiles and leaves the room, finally fulfilled, Mary Jane crawls on top of Peter and straddles him, threatening to make his prick go into overtime. As she looks down at him and his completely relaxed face, she whispers to him before devouring his mouth in a deep kiss, "See Tiger, you just hit the jackpot."

Chapter 5: The Widow and the Soldier

Part 1: The Bait

Steve Rogers huffs and puffs as his strong frame jogs through central park. This run is the just another failed attempt to get his thoughts together. For 3 days, Spider-man, his wife, and Spider-woman have been missing, and Steve has already tapped most of his resources in trying to find him.

"This shouldn't have happened on my watch." he thinks to himself as the mental barrages of guilt continue to flow over him.

It's nothing new for superheroes to disappear for days at a time, or even weeks and months, but Steve knows that Peter and Jessica would have checked in. As Captain America, Steve Rogers has the full resources of the U.S. government, not to mention the spy network SHIELD, at his disposal and even these resources are turning up zilch.

Minutes and miles pass and Steve's mind is no clearer when he returns to his SHIELD secured apartment. He opens the door to his living room, and receives an unexpected visitor.

"Hello, Steve" a female voice says to him.

Steve jumps to attention, taking a defensive stance towards the direction the sound came from.

"Who's there? Show yourself!"

Out of the shadows walks Natasha Romanov, dressed in her normal black leather uniform, swaying her hips as she approaches.

"Always this jumpy, Steve?" she remarks.

"Only when spies break into my apartment." he replies, recognizing his on-again, off-again teammate.

"Oh come now, its SHIELD security" she says as she gets closer to Steve, breaking into his personal space as easily as she broke into his apartment,"you really think I couldn't access to your codes?"

"I'll have to talk to Fury about that." Steve replies, taking a few steps back. "What do you want, Natasha. This really isn't a good time, and I doubt you'd stop by just for old time's sake."

While Natasha was an on-again-off-again Avenger that has proved reliable in the field, Steve never did trust her. He didn't know if it was her manipulation techniques, or the times her Russian accent came out in her tone, but he always kept her at arms length.

"Your right, Steve, I didn't." she says, handing him a small jump drive. "I found that exactly three hours ago on a mission into a HYDRA facility. I haven't even showed it to SHIELD yet. It details correspondence from two HYDRA officials regarding your comrade Jessica Drew. Seems she's on their payroll, but isn't working out as expected. They kidnapped her, Steve, and their holding her and your missing Spider-man here in the city."

"What? Where?" Steve quickly heads to his computer, plugging the jump drive into his box and reviewing the documents.

"The intel says a small warehouse near the docks. They are to be transferred out of the country via Oil Tankard to Europe in a couple of hours." Natasha answers, using every Alias technique ever taught to her as a Black Widow.

"We've only got a couple of hours? No time to call in the rest of the Avengers. Let me grab my gear and we'll go" Steve hastily responds, pushing a key on his computer and turning off the display on his computer before making his way into his bedroom.

"I thought you'd want to hurry." Natasha replies with a grin, thinking of the surprise in store for Captain America.

Part 2: The Web

Steve and Natasha find a small door next to a second story fire-escape where Natasha's information said Captain America could find his teammates. Unfortunately for this small rescue party, all the windows are boarded up with no way to know what they are walking into. Their only indication that there are people inside is the sound of screaming and grunts flowing from inside the door.

As Cap signals to the Widow, she nods understanding the motion. She slinks down into a crouched position, sliding under a broken, multi-pane window that looks down to the lower level. Each of them cautiously lean into their side of window and take a look at the view below.

Cap's eyes widen as the picture below becomes clear. His blood starts to boil as he sees his teammate, Jessica Drew, and the wife of Peter Parker, bound to circular tables. Their wrists and ankles are chained to the legs of each of the tables, and each woman appears to have two large men raping them orally and from behind.

Steve looks over at Natasha, noticing she is biting down at her bottom lip and staring down with envious eyes. A heavy growl forms in the back of his throat to snap her to attention. He knows that Natasha was a free spirit sexually, but never anticipating that the show below would turn her on.

Natasha brings herself back to the here and know, looking over and giving Steve a wink and shrug to appease him. This is a pivotal point in her master's plan, and she has to carry it out perfectly. There would be plenty of time for fun later once Captain America has joined the party.

As Cap notices the Widow's head is back in the game, he takes one more look at the surroundings of the distressed damsels below. Finally, he sees the third target he's looking for. Peter, dressed in full costume without his mask, is bound by thick metal chain to a nearby poll, forced to watch the defilement of his wife at the hands of these goons.

With one more look at the layout of the floor below, Captain America drowns out the harrowing grunts and yells coming from down below and takes point. A firm kick drills the door open, and the two SHIELD agents rush into the room. They fly through the air, their athletic bodies leaping from the stairs into the middle of the debauchery.

Cap wastes no time, literally having his opponents with their pants down, he jumps at the first two. His shield bashes the first as his free hand places itself on the table next to Mrs. Parker, and with acrobatic ease his body pivots on the table, landing the heel of his foot into the jaw of the second goon.

Natasha follows suit to play along. With dart gun loaded and in hand, she drills a powerful tranquilizer dart into each of the innocent men she knows are being commanded by her Master to fuck Jessica. She quickly runs to their fallen bodies, grabbing a set of keys and starting to undo the closest shackle on Spider-woman's appendages.

Steve Rogers is mortified by the view in front of him. The desecration of a woman is about as low as a villain can sink in his book. Just as quickly as he can, Cap takes his indestructible shield and pounds its edges through the chains holding Mary Jane, freeing her used body from the table.

Mary Jane, to Cap's surprise, rolls over and eyes him with a grin, "If you wanted a turn, hero, all you had to do was ask." She spreads her legs for him, giving him the perfect view of her used cunt.

Steve replies, "MJ! What are you saying?"

He looks over to Natasha and Jessica, who after a deep kiss greeting, walk to surround Steve.

Just as Captain America figures out he underestimated the situation, he performs another feat of acrobatics, flipping completely over Spider-woman and the Widow, making his way for the bound and gagged Spider-man. The distress and sadness in Peter's eyes spawn trust in Steve that at least he has some sanity in this situation. With several sharp blows from his shield, always keeping an eye on the women in the room, he breaks the bonds of Peter Parker.

"Very good, my dear Captain" says a voice as a nearby crate flips open and Killgrave's purple figure raises out of the top, "now if you'll be so kind as to help your lady friends with their clothes, I doubt we have much time."

Part 3: The Surprise

It has been 15 minutes and Cap's tracer signal hasn't moved from the general vicinity of the docks. Ever since Steve pressed the data sync button on his computer to upload Natasha's data into Tony Stark's central repository, Tony has kept an eye on the Cap's location. The minute he realized Peter and Jessica were missing, he fitted all the Avengers with tracking devices.

"That's it!" Tony exclaims as he turns around, facing his remaining teammates. His voice, digitized by the Iron Man suit, continues, "We're going in after him! I've never been very good about waiting on the sidelines."

Before him stood the other three current members, Luke Cage, Wolverine, and the newest Avenger, the Sentry. Each one of them brings something to the table. Luke Cage is a smart street fighter with impenetrable skin; Wolverine is a mutant assassin, the best at what he does, while the Sentry could possibly be the most powerful telepath and hero on the face of the Earth.

"Sentry, you grab Luke. Wolverine, grab on!" Stark says

Wolverine grumbles as his small stocky body hops onto the back of the Iron Man, "Alright, Bub, but the movie and peanuts better be damn good!"

As the windows to the computer lab open, the two Avengers with the power of flight head off at top speed to the source of Captain America's beacon.

Fueled by the almost limitless kinetic energy of his mind, the Sentry and Luke Cage arrive first, crashing through a boarded sky-light to the floor below.

There is no hiding for the Purple Man this time. He knows his chess match with the Avengers comes down to these final moves. In front of him is the line of knights and rooks that he had collected: Spider-man, Spider-woman, the Black Widow, and Captain America. Each hero instructed to defend Killgrave or die trying.

As the two opposing forces drop to the floor, Luke is the first to recognize what is going on. He panics! His history, or better yet, his girlfriend's history, with Killgrave lets him know all to well what is about to happen.

"Sentry! Get .." He screams, trying to warn his teammate to get out, but unable to finish before Killgrave interrupts him.

"Sentry! Lay down!" Killgrave yells at the top of his lungs. It's a big gamble for Killgrave. From the intel he has gathered, little is known about Robert Reynolds. All that even his teammates know is that he possesses unlimited potential, and that was worth the gamble.

The Sentry reacts to his surroundings. First he hears Luke's words and watches as Luke charges the line of fellow heroes at the same. He starts to interpret Luke's command as "Get them", but then hears the words of the man behind the line. Robert knows of the Purple Man, but had not anticipated meeting him in this manner. As Killgrave's words wrap into his brain, he realizes his body is giving up on him, forcing him to lie flat on the ground.

"NO!" comes a digitized scream as the two remaining Avengers drop through the hole. Tony's long range visor gave him the whole story as they dropped in. He knew his armor kept an air proof seal around him, making him invulnerable to Killgrave's powers. He shoots disrupter beams as Wolverine leaps straight at the purple figure, both trying to take him out quickly.

The line in front of Killgrave reacts and split apart.

Captain America leaps between Killgrave and Iron Man, blocking the disrupter beams with his shield as Tony continues to try to maneuver around him.

As Luke Cage hits the line, his comrade and friend Peter Parker grabs his wrist, and with the proportionate strength of a spider, spins him into a stacking of crates across the room. As wood splinter fly, Spider-man leaps toward his prey, his attack relentless as the bones in his hands start to crack from pounding into Luke Cage's invincible skin.

Wolverine charges in full berserker rage, only to be stopped by Jessica, who engages him in hand-to-hand combat. The two spar in the middle of the floor; each blocking each others punches and kicks. Jessica leans back, almost bending her body completely backwards to avoid the steel claws of the Wolverine. She buys just enough time for Natasha to lock and load. With a pull of the trigger, she puts a bullet into Logan's skull.

Killgrave grins as the first opponent goes down. He has picked his soldiers well, but he knows they cannot win this battle alone. They are there to protect him and buy time to think. Like the spider symbolized by three of his players, he has to carefully maneuver his web in order to devour his prey.

He plays his first move, seeing Spider-man come flying back in his location. Out of the two opponents left, Luke Cage is the only one he can affect.

"Mr. Cage, if you would be so kind as to stand there quietly for a while"

Luke stops in his tracks, grunting, feeling the burn and desire to move, but unable too.

Cap continues to block the onslaught of blasts while Tony tries in vain to talk his old friend into sanity. From behind, Tony feels the pounce of Spider-man, who starts to wrestle mid-air with the mechanical outfit as a diversion. Captain America leaps to the air, sending the corner of his shield into the main power section of the armor.

The suit alarmingly provides status to its wearer. "Warning: Main conduit severed, switching to secondary power. All weapons and communication will be offline for automatic bypassing. Main thrusters will be at 20 percent capacity. Estimated time to repair: 2 minutes."

"DAMN!" he yells. Frustrated, Tony realizes that he needs help but he may have waited too long. With a hard blast of his boot rockets, he soars back through the skylight with Spider-man in tow. "Hold on Peter, it's gonna be a bumpy ride!"

Killgrave knows he can't afford to lose Iron Man, not now. He had hoped that Spider-man's strength would be able to free Stark from the armor, but that wasn't going to happen. He decides to play his wild card.

"Sentry! Bring them back!"

Robert Reynolds rises and soars faster than sound towards Stark and Parker. On his best day, the Sentry can hit the outer atmosphere in seconds, so the quarter of a mile to catch Iron Man is not even a race. With excessive strength, he grabs Stark's boot and pulls him back down.

As the bruised and beaten Parker leaps back to the ground, taking position next to the still frozen Luke Cage, Killgrave is pleased.

"Very nice! You are handy, aren't you?" Killgrave says with a grin as he watches Stark try to escape the binding grip of the Sentry. His rockets press harder, exceeding 100% of their current capacity, finally forcing them into shutdown. Stark's armor falls to the ground.

As the Sentry finishes his defeat of Iron Man, Natasha looks down at the befallen Wolverine. Noticing that his body is rejecting the steel from the bullet, forcing it out of his adamantium-lined skull, she fires and places a second nugget in the back of his neck. Each of these moves, Killgrave knows, is only temporary until the battle can be finalized.

"Now open up that tin can, please!" Killgrave signals to Sentry.

Sentry does as told, taking a hand on each side of the face plate. His fingers dig into the metal, strengthening his hold before tugging the helmet in two directions to crack it in half. The exposed face of Tony Stark looks on in horror as he views the Purple Man for the first time with his own eyes.

"Mr. Stark… may I call you Tony?" Killgrave says with a grin as he feels the adrenaline of victory rush through him, "Oh no matter! Either which way: welcome to my world!"

Epilogue', 15609, 'Epilogue

Part 1: The Party

Killgrave laughs to himself as he lets the current moment seep through his being. His eyes take their time absorbing the beauty that is Manhattan through the view of Tony Stark's penthouse apartment in Stark Tower. He feels as if he is on top of the world, and the most powerful person in New York, and he knows in a few short minutes he's about to become much more powerful.

Notably missing a member from their lineup, the Avengers stand behind him in their current capacity as his soldiers. While each man wears a similar tuxedo, each woman has her own designer dress in their symbolic colors. His Seduction wears a flowing red gown with her red choker circling her neck; Jessica wears a yellow dress that comes to her knees; and Natasha wears a black leather mini that works its way to a bustier accentuating her breasts.

His contemplation is interrupted by the opening of the door to the dining room. Tony Stark's butler Jarvis and Peter Parker's Aunt May walk through the door.

"Master, your guests have arrived." Jarvis says to Killgrave.

Killgrave feels Mary Jane and Jessica walk up next to him, placing their hands on his chest and curling up close to the view. He places a kiss on each one of their lips as he takes their arms in his owns.

"This is going to be fun, Master!" says his Seduction, anxious with anticipation.

Killgrave just grins, as Mary Jane is the only other person in the room who knows how tonight shall end up; even Tony Stark, whose name was used on the invitations, doesn't know the attendance in the next room.

Part 2: The Introduction

The Purple Man turns to Tony and the rest of the Avengers, "If you will do the honors, my toys. Please go out and greet the dinner guests and allow me a proper introduction."

In single file line, the remaining Avengers walk out to the large set dinner table. Each of them takes a seat, leaving spaces for Jessica and Mary Jane who stay behind with their master.

Tony looks out at people sitting around his table, which holds a large item draped in black cloth. It doesn't take long for him to notice that the guests in attendance are all the former members that Killgrave's corruptive power will have little difficulty taking hold of. At one side of the table sits Carol Danvers, known as Warbird, with T'Challa, the ruler of Wakanda and hero known as the Black Panther, next to her. As Tony's eyes continue, he sees the on-again, off-again couple of Hank "Yellowjacket" Pym and Janet "Wasp" van Dyne, followed by the She-hulk, Jennifer Walters and a pregnant Jessica Jones, girlfriend of Luke Cage.

Finally, Stark sees two people he did not truly expect. While the rest of the room were alumni Avengers, at the far end of the table sat the X-Men Scott Summers and Emma Frost. With the last two invitees, Tony realizes why Killgrave had him install the psychic dampeners within the room. Emma Frost isn't just one of the most beautiful mutants in the world; she's also one of the most powerful telepaths. With little effort, she could easily pick up the mental struggles of Killgrave's pawns, or even Killgrave himself.

Tony starts his rehearsed speech, "Hello my dear friends, I hope I did not keep you waiting too long. If so, I do apologize, and won't keep you waiting as to why I have invited you here. As many of you already know, the Avengers team has reformed with those you see before you, plus the beloved Jessica Drew, who shall join us shortly."

He continues "I've asked you all here to hear out the current leader of the Avengers, and his request for all of your participation in the team."

At the end of the table, Emma Frost is getting fidgety. She had noted to Scott upon their arrival that her powers seemed dulled and she wasn't comfortable, but Scott insisted that Stark was a trusted friend and ally. The foreboding black sheet in the middle of the table didn't help to abide her fears. Now, as their reason for being invited is disclosed, she no longer feels the need to be polite.

"I'm sorry, Mr. Stark, but Scott and I already belong to a team." She says as she stands and takes Scott's hand.

"Emma, you're being rude" Scott says in a murmur.

"Do sit down, Miss Frost, and relax your mind. I have need of it shortly, and you shall give it to me willingly." Killgrave says from the doorway as he steps through, having decided not to wait for his grand introduction.

There is a quick jump of the room as the old Avengers notice the Purple skinned figure before them, walking out in the arms of Mary Jane and Jessica Drew. Jessica Jones reacts first, lunging at him wildly, only to be stopped with a bitch slap by Jessica Drew.

"Please! Everyone relax." Killgrave says snidely as he removes his arms from his escorts and kneels down to the floor, whispering in Jones's ear, "So good to see you again, my dear, but you seem to have let yourself go."

The room, briefly alive with adrenaline, returns itself to an eerie silence as Killgrave gives himself the floor to speak.

"I have chosen you to join me to extend my power in various ways; others shall be joining purely for amusement, which we shall get to shortly." Killgrave preaches with a smirk on his face.

He takes Jessica's hand, guiding her off the floor as he continues.

"Your colleague the Black Panther, for instance, is of more use politically than physically, and the same can be said for our dear Miss Frost and Mr. Summers. They are a very strong foothold into the Mutant community, and dare I say the White Queen can be of much more influence in other ways. While I also appreciate the assets of Miss Danvers and Miss Walters, they do add a lot of strength to my small army as well. And while I appreciate Miss van Dyne's powers, her husband's scientific ingenuity will only bolster that of our dear friend, Mr. Stark."

He finishes his sentence by placing his hand on Tony Stark's shoulder as the pawn stands stiffer than his iron suit. Killgrave then turns around, taking his Seduction's hand and escorting her around behind Emma Frost.

"Of course, I need time. You will need to act independently, and for that I need to have much more influence on you. In the mean time, this is a party! Let's start the party games!" he says, taking the black cloth and pulling it roughly away from the table.

Part 3: The Mental Fuck

As the table cloth flies it reveals a cryogenics pod. Through the frosted glass of the door lays Wolverine, his hands frozen palms upward as if he had awaken one final time before being placed in status.

"Now, the first game we shall play is called 'Tame the Beast'" declares Killgrave as he reaches over the blonde mutant to type in the thawing code for the mechanism, then a second keypad to weaken the psychic dampeners.

"Miss Frost, if you would be so kind as to link the mind of our dear Seduction with that of Wolverine, we shall start the game."

As the door to the pod slowly starts to open, venting the cool air into the room, Mary Jane rises onto the table and lies down next to the encasement. Her long curvaceous body stretches out on the dark wood of the table to relax as Emma stands and places her hand upon Seduction and Wolverine's head, pulling the three of them into the psychic plane.

A white flash overtakes the perceptions of the three individuals as, for all intensive purposes, their consciousness escapes to a void of physicality.

"What the hell is going on here?" Wolverine says in the echoed expanse, thinking he is all alone in the white room with no floor or walls.

"Logan, it's alright" says Mary Jane as her consciousness reaches out and touches Wolverine's, making her visible to him.

"Parker! What the hell is this all about?" He says, raising his fists and releasing his adamantium claws with a SCHNIK.

Emma's mind whisper into Mary Jane's at the bequest of Killgrave on the physical plane. "He'll fight, but you can have him if you want him. My mind will protect you, and I can do what Xavier never was willing to do, I can free him of his repressed memories. Listen to my cues, we must ease him first."

"It's about bliss. It's about peace and satisfaction." Mary Jane says as her naked astral form gets closer, in the background keying off images Emma is feeding her from Logan's subconscious. "It's about us finally being together."

Logan's eyes become fuzzy, and the sound of Mary Jane's voice changes to something far more recognizable. As she steps closer to him, swaying her hips, her image also changes to that of one of Logan's greatest desires, Jean Grey.

"Jeannie! Is it really you?" Logan says, at a major disadvantage without the use of his animalistic senses.

"Yes, Logan, it is me. It's both of us." Mary Jane says as her form finally touches that of Logan's. While Logan is truly much shorter than Seduction, the distortion of observation allows Mary Jane to view him as taller to make him feel more secure. Her own body isn't much different from that of his image of Jean Grey, allowing full breasts to press into his hairy chest. "I'm here to free you, Logan."

Within Logan's mind, the image becomes blurry again, confusing him. His perception of her changes back and forth from Jean to Mary Jane, till finally Emma pushes the right neural synapses till Mary Jane is just an amalgam of herself and the dead Phoenix.

As the two bodies start to caress each other, Emma continues the manipulation of Wolverine's mind. Previous years of brain-washing makes this easy work for her. She concentrates on the minutes before Wolverine was disabled in the battle with Killgrave, stripping the circumstances from his mind.

"I don't understand, Jeannie. How is this happening? Where are we? How the hell did I get here?" he says, wondering if the impossible has happened and he has finally died.

Mary Jane caresses his cheek as her mouth inches closer to his. Her whispers flow into his mouth to tease him. "You're safe, Logan, as am I. We are here together, and we can be together finally. I can free you, free your mind of all the turmoil within it, but you have to give yourself to me, Logan. I need you to promise me that you will trust me, and do whatever I say."

Logan becomes uneasy, at both her words and her closeness to him. Emma implants the familiar smells of Jean Grey from his memories into the experience. The small change makes Mary Jane more familiar to him.

"Of course I trust you. I love you" he declares, clenching his strong arms around the woman and taking her in deep embrace of their lips.

Mary Jane moans into his mouth as they suckle on each others tongues. The environment around them becomes warmer as she shares in the lustful emotion he feels for her.

Emma awakens more images into Mary Jane's mind, sexual fantasies of what Logan always dreamed of doing to her behind the back of her husband, or those he held close to him of Jean Grey. She whispers into Seduction's mind, "Finish, when he is most relaxed, you will have the control you need."

Mary Jane breaks the kiss with Logan, pushing herself off of him and laughing as the world around them darkens from the world of white to that of a rustic cabin. She runs from Logan, opening the door to expose a world of timber and forest on a spring day.

She looks back over her shoulder at the edge of the doorway, "If you want me, you animal, you have to hunt and catch me."

Logan watches as the object of his lustful desires runs into the woods. Though the transformation of the world of light was disorienting, this cabin and its surroundings were familiar. His hairy body lunges over set of chairs and flies out the door after his prey. For the first time he laughs to himself as he sees the backside of Seduction in his chase. With little time, he catches up to her, and with a feral growl he grabs her by the arm and pins her against a thick oak tree.

Seduction fights for her life, making Wolverine earn his feast, "If you want me, you have to take me!" She exclaims as she starts to slap and scratch him mercilessly.

"You should know, I like the live prey" Logan responds before grabbing both of Seduction's wrists, pinning them against the tree as his body forces itself between her knees. His mouth presses into her jugular, scraping his teeth over it roughly only to feel her breath quicken. His hips find space between her hips thighs and his hard cock pierces the veil of her sex

Back in the corporeal world, Killgrave and the others watch as the entranced bodies all start to respond to the emotion in the mental realm. Mary Jane's hands have risen above her head, and her body squirms against the table. Wolverine's healing factor starts to rejuvenate his physical body, the first sign of this being the thickness of his prick starting to stand at attention from within his chilly casket.

Finally Emma Frost, though her hands not leaving the two lover's heads, starts to squirm within her white leather pants as she shares in their experience. Her connected mind takes turns sharing the experience of being the dominating male and the submissive female. She feels both the feeling of Seduction's pussy juice dripping down Logan's balls and the fullness of Logan within the red head's cunt.

Killgrave grins and takes it upon himself to free her surgically enhanced bosom from the matching white leather bustier. The firm breasts float free, exposing her diamond-hard nipples to the dinner guests. He signals Tony Stark to come closer.

"While I appreciate Mr. Summer's relationship with Miss Frost, I feel as host the duty of relieving her anxiety falls upon you."

Killgrave looks over at Cyclops, "Mr. Summers, be so kind as to move your chair next Miss Jones."

Both of the men complied with the Purple Man's command. As Scott pushed himself right next to the pregnant Jessica, Tony took his position behind Emma's body, unzipping the back of the leather pants to expose her panty-less ass. As he pulls them down to her ankles, he kneels down behind her till his eyes are focused on the soaked lips of her pussy.

Emma struggles to concentrate and not break the mental connection as Tony starts to devour her sex with his tongue. The combination of the mental and physical stimulation is too much and she starts to heave her breasts in deep breaths, until within seconds the first rush of orgasm flows over her.

Within the mental-space, Logan and Mary Jane become engulfed in the release of Emma, enhancing their own experience.

"Oh Fuck! FUCK! I need to cum!" Logan screams into the echo of the wilderness as his primal urges fully take over, slamming his prick into Seduction's sex as hard and deep as he can.

"Give yourself to me, Logan!" Seduction screams out in ecstasy. "Give yourself over and you can cum in me! You can have me over and over again!"

"YES! YES!" He exclaims as the passion truly overtakes him.

As the two lovers burst within each other, so to explode the world in which they fuck. Wolverine's timber memory crashes back into the room of white light, which shatters like a pane of glass hit by a sledge hammer.

Mary Jane and a reinvigorated Logan leap up from their positions on the table as both of their physical bodies release the fluids of their lust in material orgasm.

Logan's body is cold and bare, and his mind is overwhelmed by the rush of memories that flood into his psyche. His claws come full bare as he lunges out of the casket into the corner of the room.

Seduction quickly follows, feeling the bond that the two shared from the mental constructs within Logan's mind.

"Logan . ." she starts to say, but then pushes him farther, "James, do you remember me? Do you remember your promise?"

Wolverine backs farther away, seeing the red head's hand out to him, the memory of their release starts to come to the forefront of his thoughts. The name James is so alien, yet now so familiar to him. It's his name! His name is James Howlet.

He reaches forward, taking Seduction's hand, and exhaustedly falls to her feet. As he feels the touches of the woman that tamed the wolverine caressing his head, he finds peace.

With the lover's mental connection finally broken, Emma Frost falls down chest first onto the table. She looks over her shoulder to see her boyfriend's ruby glasses focused upon her naked body. As she feels the fingers and tongue of another ravaging her sex to a second orgasm, she looks back farther to see Tony applying his charms. As a former mistress of the Hellfire Club, she recognizes her domination. Her mind reaches out to Killgrave, knowing she is his to control, "Please! If this is what you are going to, give me more!"

Killgrave, a little disoriented having never been mentally touched by a psychic before, finds his mental footing and replies "Very well."

Part 4: The Feast of Flesh

Killgrave steps around the table, tapping the shoulder of Tony Stark, "Have a seat, Mr. Stark, I believe Miss Frost wishes for more."

Tony finds the seat that Emma once sat in. He falls backward, only to have Emma wantonly turning to straddle his lap. Her breasts fall into his chest as she grinds into him until finding the tip of his head piercing her netherlips.

Another mental note fits into Killgrave's mind, "Thank you, my master.

Killgrave just chuckles at the ease of her submission, and stands to address the remainder of the crowd over the pair's heavy moans.

"Now, it wouldn't be fair for the rest of you to not enjoy your own debunkary. Mr. Pym, shall we start with you? Or more specifically, shall we start with your wife." Killgrave addresses the inventor as he takes Janet's hand and leads her to an open area in the room. "King T'Chilla and Mr. Cage, do us the benefit of coming forward."

The two black men come to the front and line up on each side of the Purple Man and the Wasp. Killgrave, noticing the perfect line up, steps forward and re-addresses Henry Pym in normal superfluous villain monologue.

"Now, Mr. Pym, while I see your shining mind as a great addition to Mr. Stark's own brilliance, your wife has little benefit to the group. Therefore, I've decided that I'll just use her to torment you. If you don't work fast enough, I'll have her beaten and I'll have her raped. As a matter of fact, I might have that done anyway, just for my pure entertainment. She can take much more abuse than my other little heroines."

Pym's face starts to strain, but there is little else his body will let him do but watch.

Killgrave turns around to the two black men, "Rip her clothes off, treat her like a whore. My dear little Wasp, feel free to panic and fight, but do NOT use your powers."

Cage and the Black Panther abide, taking their hands and ripping away the small black dress from her petite frame and the startled Janet van Dyne starts to flay before the two men. She wants to shrink to her form as the Wasp and get away, but it's only a thought and not a possibility. Without her powers, she's just a normal woman. She slaps at the two black men as they leave her only in a black lace thong.

T'Chilla pushes her roughly into Cage, who locks his grip onto her arms. The petite white woman suddenly finds herself sandwiched between the two oversized black men. As Cage keeps her arms locked, the Black Panther strikes, bringing his hands to her b-cup tits and squeezing them as he forces his tongue into her mouth.

"STOP!" Killgrave exclaims, looking into the teary eyes of Hank Pym.

"Dear Mr. Pym, perhaps this is too rough on you to watch. Are you the only one allowed to beat your wife, Hank?" Killgrave continues, knowing the spousal abuse history of the couple.

Of course, Pym doesn't respond, but it doesn't stop Killgrave from the ongoing mental abuse, "Perhaps it's time for Janet to have her own fun."

Killgrave turns his attention back to the three-some, walking forward, he whispers into Janet's ear, "I want you to like it, Janet. Not only that, I want you to give them all they want."

As Janet's body relaxes into the two men, Killgrave looks to her partners, "I believe you'll find her much more complacent. Enjoy her, take your time."

As he walked over to the next seat, Killgrave pats Hank Pym on the shoulder and laughs, "Shall we all take a second to enjoy Mr. Pym's cuckoldry?".

The entire room, including Emma Frost who's loudness rises and falls with passion as she rides Tony Starks cock, turns to the three-some, enjoying the view as Janet dips lows and unfastens the pants of the two men. Her hands reach beneath their slacks and pull out their bulbous cocks.

Both men are huge, at least 10 inches each with shafts so thick that Janet's petite hands have no way to completely grip the circumference. It seems to the audience that she has no trouble with her lips though, as she opens wide to take Luke's prick into her mouth first, giving it a few strokes, then turning her head oblige the Wakandan ruler. Her hands start a skiing motion as she strokes both polls at once, getting the two men properly hard.

The noise level in the room now grew louder as Emma Frost felt herself close to orgasm yet again. She starts to scream, and Tony responds with his own fits of pleasure. He knows he can't keep it up much longer as the hot blonde on his lap bounces his cock into her faster and harder. His hands rest on her hips as he feels her juices flowing down his balls.

"Oh God! Yes, Tony! Yes!" she screams.

Stark only squeezes her flesh and responds in kind, the sight of the three way overwhelming both their senses, "Fuck Me! Make Me cum!"

In a matter of seconds, Frost collapses onto Tony's body, continuing to grind herself into him as she feels his cock releasing deep into her folds.

Killgrave reaches behind Carol Danvers, aka Miss Marvel. He grabs the neck strap of her dinner dress. The two inch wide band did go from each side of her chest and wrapped around her neck, keeping her dress up. That functionality quickly becomes redundant as the Purple Man pushes her head forward and moves the strap over her blonde locks. The fabric of the dress falls down, revealing a push up strapless white bra on the heroine. He takes her hand and has her stand next to her chair. The rest of the dress nicely falls into a puddle at her feet, revealing that the bra was the only underwear she is wearing.

He takes the time to appreciate the difference between Carol and Emma. Carol's physique is much stronger, like a blonde Amazon warrior. It's as though her body was sculpted for battle, with the exception that the artist blessed his creation with full breasts that you never see on women of this physique. Emma, on the other hand, had the best that money could buy. Her body was that of a Playboy playmate, surely more silicone and Stairmaster than anything else. Her pert, 34D breasts were perfect globes compared to Ms Marvel's natural tits, which drooped only slightly.

Keeping Ms Marvel's hand, Killgrave walks her over to the Sentry and Captain America.

"Carol Danver's, meet your new masters. You three are genetic perfection for the human race, and your offspring shall be my greatest warriors. It's your duty to please them, and bear their children. You two, it's your duty to dominate your new slave and impregnate her time and again. I shall take your offspring under my own tutelage."

In the back of her mind, Carol knows that she has a few weeks before she becomes truly fertile. Within her private thoughts, she hopes it's enough time to get out of this situation, but her body and psyche start to react to Killgrave's instructions. She feels compelled to please her two teammates with every ounce of her sexuality.

He turns back to the blonde marvel and puts her between the arms of the two warriors. The blonde goddess kneels her muscular thighs down upon the cool tile, first prostrating herself before the Sentry, then crawling to him till her cheek rested against his thigh like a kitten wanting petted. Captain America takes position behind her, unfastening his pants and rubbing his limp cock between her ample ass cheeks to get himself hard. He looks down at her face, seeing Carol start to perform fellatio on the Sentry.

As soon as Cap can, he pushes himself into her netherlips, forcing himself to rape her barely wet cunt. Carol's body rocks back and forth as her mouth empale's the Sentry's prick with a lustful moan while her hand strokes the shaft repetitively.

Killgrave takes a step back, taking in his surroundings. His feast of flesh has began nicely.

He notices that Emma Frost has switched positions, and is now bent over the table, being taken from behind by Tony's prick. He wonders how he missed the re-arousal of Tony's spent cock, but figures that Emma's domination must be semi-voluntary. He ponders it a bit.

"My dear, Emma, I bet you are a much better Dom than you are a submissive. Show me." Killgrave commands

As Emma Frost reaches behind her to grab Tony's cock to halt his penetration, she flashes memories from her Hellfire days into the Purple Man's mind. He quickly views images of her with whip, beating a captive girl before taking a strap-on to her anal orifice.

Killgrave becomes slightly disoriented as his mind is released from Emma's thoughts. For a brief second, a little fear flows through him as he wonders who truly is in control of the situation, but then he sees Emma bend Tony Stark over his own table.

Tony screams as he feels the squeezing of his balls from behind while a finger penetrates his ass. He lets out another cry as her nails dig into his jewel sack, and at the same time he feels her stroking his prostate from inside his ass.

"Oh God! Yes! Yes Mistress!" Tony screams out as his manipulation at the hands of the White Queen begins.

Killgrave is content with his relationship with Frost for now, figuring any other intentions to her behavior will reveal themselves soon enough.

He notices that his Seduction has placed a collar on the Wolverine, and has walked him over to her husband. While her husband kisses her and massages her breast, Logan is behind her, eating out her ass and pussy with his long tongue like a lapping dog. He grins at how fitting it is that she have her husband and pet at the same time. A twinge of jealousy surges through him, wanting to have his time with her as well, but saving it for later. He would beat her for making him feel this way, and she will like it.

In the middle of the floor remains Janet Van Dyne and her two black suitors, still square in the vision of her husband. Janet rolls herself backwards as she anally rides the King of Wakanda's cock in a reverse cowgirl. She tiltl her mouth upwards, taking his mouth in a deep kiss while Luke Cage starts to mount her pussy with his oversized tool

Killgrave rejoices within as he hears her scream from the double penetration. Again, jealousy pained him, but only that of penis envy. He has always known his cock would be inadequate to a voluntary mate, but to see these huge pricks penetrating the Wasp's petite frame was a bitter pill to swallow.

There were only three left in the room without mates: The X-Man Cyclops, the very green and beautiful She-hulk, and the pregnant Jessica Jones. While Cyclops meant little to Killgrave, he knew it would be foolish to not have the leader of the X-Men in his collection.

She-Hulk on the other hand, represented almost unlimited strength if needed, but he was unsure if he could truly handle her if she 'hulked out'. It was in his best interest to keep her controlled in her current state, a beautiful statuesque physique controlled by her ego as Jennifer Walters.

He walked over to the unmatched trio, putting his hand through the hair of Jessica Jones as he spoke to the other two, "My dear she-hulk, take your pleasure from our dear Scott."

She-hulk's large physique towered over that of Scott Summers. She took off the purple gown she wore for the dinner party, exposing all her green flesh to the room before taking Scott by the hair and burying him within her trim bush. Scott is forced to breath in the musky sent of her cunt and is obliged to start cunnilingus. His tongue swoops up and back over her hood, making her moan out in pleasure.

Please, Killgrave sits down next to Jessica.

"Ahhh, and last but not least, my old friend, Ms. Jones. How I've missed your presence."

Tears start to well up in Jessica's eyes, remembering her last imprisonment to the Purple Man's will. He made her watch as he forced his will out on others. For weeks on end he saw the defecation of men, women, and minors all for Killgrave's bidding. She waited for her turn, she waited for weeks, and it never came. It wasn't until Killgrave sent her to destroy the Avengers that she was beaten to unconsciousness and freed from his control.

All of these scars started to reopen as he touched her and spoke to her.

"We're going to have such a good time, my pet. You see, I've learned where I went wrong with you. I never fully finished your corruption, but I did this time with my Seduction, and soon you will too. The benefit is that as you drink my cum, your addiction shall pass onto your child, so it shall be mine as it bursts from your loins."

The tears finally fell, but the sobs were muffled from Jessica's mouth.

"Now, do be a dear and go down on me while I enjoy what I've created." Killgrave finally says.

Jessica obliges as another tear falls. Her pregnant body struggles to get into position on the floor, but soon manages to find her face in the lap of the Purple Man, bringing his erect, pencil-thick cock into her lips.

Killgrave feels her tongue pulsing at the underside of his shaft, and he enjoys the warmth of her submissive mouth. He looks over as tears also fall down Hank Pym's cheeks as his wife is brought to another orgasm at the hands of Cage and the Black Panther. Their act is complete as the two men both let out their own battle cry at her spasms, dumping their cum into her channels of pleasure.

As he feels Jessica's saliva dripping down his balls, his hand grips a handful of her thick brown hair, guiding her mouth up and down his shaft while he continues to take in the feast.

He moans out and watches as Emma has guided Tony by the hair and all fours to the three-some of Captain America, Sentry, and Ms Marvel. She pushes his nose between the bare ass cheeks of the Captain. Frost forces Tony to start to lick the brown back door of his best friend while he continues to pump into the pussy of the whorish Ms Marvel. The extra stimulation makes Cap moan louder and push deeper into his slut while she sucks the Sentry's cock back to life after her oral talents have brought him to cum once already.

Ms Marvel pulls back from Sentry's prick as an orgasm rocks her body, "FUCK ME! FUCK ME HARDER!"

Captain America's already thick prick can't handle much more as Tony's tongue continues to give him a rim job. He feels Emma's soft hands caressing his chest as he pumps harder and faster, smacking his hips into the back of Carol's thighs.

Killgrave sees Emma whisper something into Captain America's ear which sends him into convulsions of pleasure as his cock empties into Danver's soaked pussy. The White Queen then takes Ms Marvel by the hair and repositions her so that she could taste her own cunt on Cap's dick while the Sentry took his turn behind her.

Again, Frost has surprised Killgrave, but it goes to the back of his mind as he feels the suction of Jessica's mouth become stronger. He starts to piston his hips up into her skull, his hand reaching off down to grab one of her large milk jugs, squeezing it roughly till he sees a pool of milk start to stain her dress.

Jessica releases a muffled groan as she feels her milk releasing into Killgrave's hands. The warm sting teases her as she feels the cramps of being milked form in her belly. She pushes on with her head, wanting Killgrave to cum so he would be done with her. Her tongue licks at some pre-cum and her mind seers as she contrarily finds it pleasing. His salty cum was like salt from a potato chip, she couldn't help but crave the next taste.

Killgrave absorbs the sexuality of the room, letting it heighten his own experience. The screams from each corner of the room fills his senses like a symphony of lust. He looks over to his Seduction, watching as she takes the short, but thick cock of Wolverine into her from behind while her husband's lengthier cock slides in and out of her lips.

His view turns to the quintet that Emma Frost manages. She has changed the rules yet again, having Captain America on his knees as Stark pummels his cock into the hero's muscular ass. Killgrave could hear Emma as she urges them on from a position with the Sentry eating her out from the front and Ms Marvel eating out her ass.

He looks over to see the rest of his pets. He enjoys the show of She-hulk now rides the crushed Cyclops in a reverse cowgirl, grinding his cock up into her pussy, but the true spectical is on the other side. He grins devilishly as he sees Henry Pym finally stroking himself to his wife's mult-orgasmic experience at the hands of the two black men. They kept rotating on her, one would make her take them into her ass while the other mounted her pussy from above. Her inner thighs were soaked with the cum and honey from their abusive cocks.

The Purple Man just couldn't take it anymore. He looked over all his pets as he slammed his less-than-adequate cock into Jessica's eager mouth. She has tasted enough of him to become assessed with feeling the full bliss of tasting his load. Her mouth and hands move as fast and tight as they can to feel him explode in her mouth.

"NOW, my pets! I want you all to cum, NOW!" he screams across the room as he finally gives Jessica her wish.

The moans and screams in the room start to crescendo in their symphony of orgasms as they each respond. The men pump or lick as hard as they can, the women respond in kind. The orgy erupts in a volcanic explosion as each person in the room reaches their release.

Killgrave finishes his pulsing into Jessica's mouth. He pulls out and watches with glee as she licks her lips in front of him. He steps away as every single body in the room writhes in pleasure from their release: snuggling and kissing each of their multiple partners.

The Purple Man knows that he truly has them.

isclaimer: I don't own Spider-Man or any Marvel character and I don't make a profit from this.

The Spider and the Goddess

Chapter 1: The Goddess

Peter Parker was not your average person, although he thought himself just an average guy some times who just tried to do the right thing, in the end he knew he was anything but average. He was the hero Spider-Man, well hero to some and not so much to others. Such as the new mayor of New York his old boss Jameson.

Peter was currently just swinging through the city in his Spider-Man suit just trying to relax a bit, the city never slept just like how people said, it was one of the reasons Peter liked this city there was always something happening. Kind of like his life now that he thought about it. He now had a great job at Horizon Labs where he could make new Spider gear and as a cover he was like the 'Q' for Spider-Man at least that's what everyone at work thought. Plus where else could he get to play around with the kind of equipment that they had?

Well okay there was the stuff Mr. Fantastic had that Peter also got to see as he was also part of the Future Foundation. It felt weird replacing his friend Johnny, hell sometimes he didn't feel right taking his place after his death. Plus there was the fact that he was on not one but two Avenger teams. When you added in that he still swung around the city fighting street crime or one of his usual villains he came across it was no wonder he had no social life at the moment.

Of course the fact that his last girlfriend had broken up with him two weeks ago after he saved the city from turning into giant spider monsters didn't help either. Things with him and Charlie had been tensed but then she figured out that he had kept his secret of being Spider-Man from her and that had been the last straw with her. Peter knew that part of him was keeping busy so he wouldn't think about it but honestly he just was feeling kind of like crap on the inside. He never showed it of course he kept up the jokes but he hated it when relationships ended.

Okay sure it wasn't the worst breakup he had, hell that wasn't so bad considering his track record. The first love of his life Gwen had been killed and died in his arms. That was something that still haunted him although it was thanks to MJ that he was able to move on. Then came Mary Jane the other great love of his life, he even asked her to marry him and sometimes wished she had said yes. Of course they had lived for years together but at least now they had worked things out to where they were friends again.

Of course a part of him would always love her, then there was his very complicated relationship with Black Cat. He didn't even know where they stood now, maybe sex friends was the only thing that came to mind as there was certainly chemistry with them but she always wanted to have sex with his mask on so any kind of relationship with her was out of the question.

"Man Peter you're luck really isn't great with women," He muttered to himself. "I swear every time I get a girl I seem to lose her at the worst ways. Sometimes I think I should just give up on the whole dating thing but then again I'm not a monk either. I wonder if Iron Fist has this kind of problem he's kind of a monk right?"

"Great now I'm asking myself questions not a good sign," he sighed as he landed on a building. Looking around it didn't look to be anything going on tonight. He continued on for twenty minutes not finding anything not even a Jaywalker, it rarely was this quiet either that or he was just looking in the wrong places.

He was currently getting close to Hell's Kitchen area which was Daredevil's territory and he didn't think he wanted to get close to there. He was about to call it quits for the night before he heard a woman yelling. It was followed by several male voices and years of experience told Peter that something was up. He quickly moved to the rooftop of where he was hearing the noise and found it coming from an alleyway. Looking down he couldn't get a good look but there were three men forcing a woman around and he could tell something was wrong with this picture.

He jumped down to land on the wall above them from behind.

"You know sometimes it amazes me that criminals still operate in this city." Spider-Man said suddenly making the three men jump and turn around and then look up in shock and surprise. "I mean do you know how many heroes work in this city? How many hero teams there are?"

"It's Spider-Man get him!" One of them yelled out most likely the leader of this batch by Peter's guess.

They pulled out guns which he easily shot web lines that engulfed their guns and hands in webbing. "Seriously guys I've gone up against a lot scarier things than just two losers with guns, hell the kind of weeks I have this is relaxing."

At this point both men ran off in two different directions.

"And…off they go," Peter leap down and fired two web lines one at each of them and he pulled them back. They were yanked off their feet as he took a step back and let them slam into each other. The webbing on their backs stuck to each other as the wind was knocked out of them. He webbed their legs together to make sure they wouldn't run off.

He was about to make another joke when his spider sense kicked in and he dodged a knife attack by the last one most likely it was what they had used the threaten the woman into the alleyway. Peter with pure reflexes from his new training disarmed the man and then with a palm strike sent the man into the wall, he webbed him there to keep him from taking off before the police arrived.

"Thank you Spider-Fu lessons, maybe I should wear one of those karate belts I think I deserve black but then again red does go better with my costume." Spider-Man said mainly to himself.

"Thank you for the help," a woman's voice from behind got his attention. He had nearly forgotten she was still there which was odd as sometimes the people he saved had a tendency to run off when they saw an opening to get away.

"No problem ma'am you should…whoa," Peter turned around to finally get a good look at the woman and damn he wasn't prepared for what he saw. In front of him was possibly one of if not the most sexy woman he had ever seen in his life.

She had long strawberry blonde hair that went down to her shoulder blades, her eyes were the most light blue he had ever seen and seemed to look right into you when she locked her eyes onto Peter. A pair of full lips and a striking face, looking with flawless skin he did notice a little beauty mark below her lip just above the right of her chin but on her it didn't seem to take anything away in fact it gave her more character.

Her body which he could see from the skin tight jeans and the pink top with a very exposed v-neck line to it almost looked painted on in some places. She had an hourglass figure, her hips were wide enough to give her some decent curves to her body not to mention in other places. Long legs that looked very toned of course she also had the biggest pair of breasts he had ever seen. They didn't look artificial, they weren't that perfectly round that you saw in those with enhancements but they were large but had a more natural shape to them.

She smiled at him as Peter's mind stalled for a bit as she walked forward her hips swaying slightly as Peter slowly came back.

He couldn't believe such a woman existed hell he worked with plenty of the most beautiful women in the world sometimes, hell he had lived with a real life model/actress but this woman before him was like someone had made her to be the living incarnate of sexy.

"Well I must thank you," the mystery woman spoke and her voice was full of joy something he noticed as kind of odd as she didn't seem scared at all before she got within his personal space before he was captivated by her eyes. Her eyes seemed to hold all kinds of promises the kind that would make any man feel warm under the collar.

"Uh…it's no problems do this all the time," Spider-Man told her.

"Oh I get a feeling you do that a lot," She traced a well manicured hand over his spider symbol on his chest. "You know I have a good feeling about you, a good man but for some reason I feel like you're missing something in your life almost like there is a hole there."

"Well…that's a first," He really didn't know what to think of this odd woman.

She smirked at him as she looked into those white 'eyes' of his mask almost as if she was looking right into his eyes. "Is there anything I could do to help you? Anything you need?"

Peter felt like something washed over his mind feeling slightly lightheaded he shook his head wondering what the hell was going on. "Not really, not unless you can fix a broken love life," he joked before thinking that maybe it was time to get out of here. The thugs were tied up and the woman saved and honestly he wanted to move on just in case something else was happening.

"So see you and make sure you be careful where you go late at night from now on, oh and be sure to call the cops for them will you?" He told her before swinging off.

She smirked as she looked down at the men she didn't want to deal with this but these men deserved punishment for their crimes. "Well I think I know the perfect punishment for your crime," she smirked as she snapped her fingers as a glow happened around the men.

"Good luck getting it up boys because from now on you'll never be able to get an erection ever again."

The woman only laughed as she suddenly vanished. She reappeared on a building top as she watched the costume hero swing off. The woman wasn't just any woman she was the Greek Goddess Aphrodite, she had just been minding her own business when those men had attacked her thinking she was some helpless woman. She had been about to do something nastier to them then what she had just did to them but then one the heroes of his city showed up.

Of course she knew about these heroes and the world she didn't live under a rock like some she could name. The Greek gods might not be as powerful as they used to be, hell Ares had been working in construction of all places the thought still made her laugh, the god of war working like some blue collar mortal.

She sighed knowing times were tough all around. You needed money to live in this world and it wasn't like the old temples were around with worshipers literally throwing down all kinds of offerings. The fact that her powers were from love which was still plentiful in this world was the only reason she had as much powers as she did. Back when she had all kinds of people worshiping her she could gain power from it, now was a little harder but she still had enough power to still call herself a goddess.

So she had been in no real danger but still she did appreciate the help of the mortal hero that and she always did have a weakness for heroes she thought to herself as she followed the red and blue dressed mortal. She remained invisible to human senses as she floated close by to him. She was more aware of the more subtle arts of being a god, unlike those more muscle bound ones like Ares or that Norse one Thor that ran around these days, her powers were more delicate in nature.

When he had landed in that alley she had sensed something about him and when she had stepped closer she could feel it. He had lost a great love and not just once, she could feel the loss of love in his life but there had been something else. She had felt a mystical connection inside of him as she used her powers to get a deeper feeling for this hero she felt the spirit inside.

The more she got closer to this mortal the more she felt her interests peeked. She could feel that he had a noble spirit, a kind man with a good heart. He had a great will and yet carried great pain and responsibility on his shoulders. But then she felt that mystical connection and she frown as she felt the presence of one of the Primals, one of the animal gods and given the spider theme of him she had to guess it had to be Anansi.

That could complicate things as normally gods didn't try to step on the toes of others but she had never really been much for the rules. Besides she wasn't going to do anything major so she figured that maybe what she was planning wouldn't be seen as a violation of the agreements. Plus there was something else bothering her there was a lingering of another's influence something more darker and sinister had done something to his life. The love in his soul had been tampered with and as the Goddess of love that was something she couldn't stand. Plus the mystical connection he had, well it was giving her ideas that maybe she could help him while helping herself.

-Peter's Apartment-

Peter had gotten home and had nice long shower after stripping out of his costume and putting it with the dirty laundry. Tonight had been a fairly slow night, a few small crimes but then again he wasn't looking for the major villain to stop or alien invasion and given that he's on the Avengers full time now that is a possibility. Hell things seemed a lot different now when he first joined up all those years ago. He was in a lot of major battles that normally he would figure were way above his pay grade.

Still it made his usual things that he got into more mundane in comparison. He stretched out feeling his joints give a little ache but nothing major he had much worse in the past. Walking out of his bathroom in only some boxers and a t-shirt he fell onto his bed. Keeping busy like he had there was just one drawback and that was at the end of the day he could really end up tired.

Closing his eyes he was quickly asleep although he didn't know it he wasn't alone. The entire time he had been home he had been watched. Aphrodite stood there at the doorway to the bedroom unseen by any mortal perception as she looked him over. She had been thinking about this young man and the more she learned the more she found him interesting. Plus looking him over he wasn't bad, he was no Hercules or Adonis but then those men were more muscle than brains not that there was anything wrong with that but sometimes she liked her men more complex.

Looking around his place she would expect him to be your average man but then he puts on a costume and goes out to help others. She grinned as she looked down at him as her mind started to work out a few possibilities with him. She hadn't been interested like this in awhile and she was a sucker for two things in this life. Heroes and hard luck cases in love and from what she could tell this man was both, well she was hoping to give him a special gift that would help with the second part. It was time for her to work her magic and the ritual for what she had planned was one of her favorite things to do.

Was he going to be surprised she giggled as she worked her magic on the room.

Peter slowly came around as he felt something was off he couldn't tell at first but a smell was rousing him from his sleep. He groaned as he blinked awake as something was off, it took him a moment to realize that there was a lot of light in his room, not light from a lamp or something this was more soft.

He rolled onto his back as he looked around but paused all around his room there were red candles and flower peddles.

"The hell…okay is New York getting people who break into homes to redecorate it now?" Peter asked himself wondering if he was dreaming or if something really strange was going on. "Why do I suddenly feel like I'm on the cover of one of those romance novels?"

"Well I always prefer the real thing than fiction myself," a female voice got his attention to the doorway which he was certain that no one had been standing there a second ago.

Peter blinked away the sleep away from his eyes as it was the woman that he had seen earlier that night only now she was in a white gown of some kind in fact it looked like some kind of Roman or Greek toga. He wasn't sure as science was more his thing than history in school but he figured that he had to be dreaming. Of course it had been awhile since he had a dream like this usually it was with MJ or even Black Cat, sometimes others he knew. Hell he hoped no one ever found out about that one he had of She-Hulk and Emma Frost where that had come from he had no idea.

"Like what you see?" the woman told him as she walked towards him in a slow sexy walk with the swaying of her hips and her whole body language told him that she was going to make this a night to remember.

"Uh…yeah although the whole set up makes me wonder if I was watching Arabian Nights or something before bed," Peter couldn't take his eyes off her.

She smiled as she crawled towards him when she reached his bed her blue eyes seemed to match the smile on her lips. "Very good I hate to think my beauty went to waste."

"Don't see that happening any time soon," Peter felt his mouth dry up as she crawled on top of him. If this was a dream it seemed to be one hell of a real one he could smell her and god she smelled great not to mention he could feel her body pressing against him. "So…what do I call you dream girl?"

She paused to think for a second before answering. "You can call me Cypris tonight." It was one of the names she had gone by in the past figuring it was good enough. "Now enough talk."

"Talking is kind of one of the things I do I-" He was cut off by her lips attacking his mouth and it felt like lightning was going through his body. He was surprised by the kiss as he suddenly felt her tongue enter his mouth. He mentally shrugged if this was a dream he was going to enjoy it as he kissed her back his arms gripping her waist.

She kissed him long and hard enjoying every moment of it as she lightly nibbled on his lower lip before sitting up looking down at him.

She smiled as she took the shoulder straps and slowly pushed them down as her top fell down and Peter got a view of those magnificent breasts of hers. They looked perfect like they were crafted to perfection they were full and bountiful with pink large areola around thick nipples. She gently caressed her breasts showing them off.

"Go ahead and take a taste," She purred at him.

Peter shifted her slightly for him to bend his head to take one of her nipples into his mouth gently sucking on it. She moaned caressing his hair as she felt his hands roam her back trailing up her spine. His caresses were soft and loving a much liked changed from certain men she had slept with that just rutted like animals.

"You please me," She told grinding herself on his lap as Peter took the other breast into his mouth making her moan slightly as one of his hands reached forward to knead the other one.

Peter couldn't believe how amazing they felt, they were large but in no way seemed artificial. They felt full and yet had just enough firmness to them that they kept a perky shape. Kneading the one in his left hand he felt the wet nipple where he had his mouth just moments ago. The nipple in his mouth was hardening as he ran his tongue over it exploring what she seemed to like.

He felt his dick hardening as she was grinding her own sex against it, he wasn't sure but it felt like she had nothing on under those robes. The hand on her back slowly went down to cup her ass which again wasn't too big and yet again had a seemingly perfect firmness to it. This was another reason why Peter felt this was just a really vivid sex dream, no woman could feel this perfect. Her skin was flawless and smooth without a trace of hair anywhere.

There wasn't a blemish, mole or anything from what he could see her skin was perfectly flawless.

She suddenly pulled his face to hers kissing him deeply before pushing him onto his back. She smirked seductively at him as she reached for the hem of her clothing and pulled it all over her head the simple single piece of cloth was pulled off and thrown casually to the side as Peter got a full look at her naked form as the candle light danced off her body. She was completely naked now as he drank in her form that most men would kill to see.

"My turn to see your body now," She slowly rolled the top of his shirt up as he helped her to get it off him. She smiled as she ran delicate hands over his body, he wasn't built like someone like Captain America that was for sure but he was more slim and athletic form like a gymnast. She licked her lips as she ran her hands over his chest feeling the powerful muscles behind the skin. It was a bit of a turn on for her to know that despite their size those muscles were powerful and stronger than any normal human could attain.

"Now the real fun begins," She leaned down to press her naked body against his bare chest making him moan feeling those large soft orbs pressing against him. She teasingly and slowly pulled herself down his body as he felt her slide down. He looked to see her stop as the waist band as she slowly pulled them down. He shifted a little to help eager to finally free his erection as he was losing himself in their act.

Aphrodite wasn't disappointed after she pulled his boxers free she had to guess that he was a good seven inches long and nicely thick too. She licked her lips as her soft hand took hold of the member as Peter moaned. She leaned up and slowly took his member into her mouth.

"Oh god," Peter moaned it had been some time since he had gotten a blow job. Charlie had done it now and again but she had never really gotten into it. Soon the woman was taking his entire length down her throat like a professional. That surprised him the only woman to do that was Mary Jane and only after several months of her trying. Black Cat came a close second as she just couldn't get the last couple of inches down but this woman took him all in without a problem. For a moment Peter wondered if his dream had suddenly turned into a professional porn video.

Then he felt her tongue going to work on his dick and he nearly lost it there as she took him all the way her tongue dragged along the shaft as she did so. He ran a hand through her long hair moving his hips slightly with her movements.

"Oh shit that feels great," Peter moaned.

She giggled as she moved her head up and down she didn't want him to cum in her mouth just yet she wanted to feel this thing inside of her as one of her hands moved to her pussy lips slowly teasing herself. She was already slightly wet but now she was soon getting herself dripping wet as her fingers danced over her sensitive flesh. Eventually she took the dick out of her mouth taking in a deep breath licking her lips.

"Tell me do you enjoy my body?"

"I don't think there is a man alive that would say no," Peter told her.

"You may be right about that," She replied as she shifted up slightly and took her massive breasts and placed Peter's dick between them as she slowly started to tit-fuck him. "Are you pleased?"

"Oh hell yes," Peter tried to control himself if he couldn't he was going to cum all over her face if she kept this up.

"Then worship me, worship my body as my temple," She took his head into her mouth as her breast were used to jerk the rest of his member off. She increased the pace suckling on the head of his cock making Peter moan out.

"If you keep that up I'm going to cum!" Peter warned her she only did it harder and Peter couldn't take it anymore. He let his head drop as he felt his balls tighten as he groaned out as his cum ejaculated out of him. She greedily took all of it centuries of sex made her love the taste of a man's essence plus with his essence now inside of her she could get ready what she needed.

She made sure to drink every last drop and as she pulled away she was surprised to find him still half hard, most men deflated after they came. "Well what do we have here?"

Peter looked up to see her hand gliding over his sensitive prick after just cumming his dick was really sensitive at the moment as she was slowly giving him a hand job to get him hard again.

"Well let's just say I love having enhanced stamina," he smiled at her.

"Oh you are a treat," The dream woman told him as she breathed onto his cock which was weird to Peter but he didn't noticed the slight blue aura that came out of her mouth and wrapped around his cock before quickly disappearing. Suddenly his dick was hard again as she shifted further up setting herself just over his hips one hand guiding his cock to her entrance. She paused as she rubbed the tip of his cock along her wet folds.

"Do you worship me?" She asked him again.

"Anything you say," Peter told her wanting nothing more than to put his dick inside of her in that moment.

"Do you accept my gifts?" She asked.

"Sure thing."

She smiled at him as the bargain was struck, "Then let us join and with us make the pact whole. " She sat down and groaned out feeling him fill her up the entire way the head of his penis pushing up against her cervix.

"Oh yes!" She shouted out rolling her hips, "That's it, that's what I've missed now fuck me and fill me with your essence!"

Peter didn't reply as he grabbed her hips and started to thrust up into her. She was incredibly wet as he slid right in but on the inside she was so warm and soft as she lightly gripped him with her pussy. Her internal muscles were doing things he had never had a woman do with him before. She was able to perfectly squeeze him as he went in and lightly release as he pulled out of her.

She started moaning as she rode him switching her style from going up and down on him, to grinding her hips into him making circle patterns with her waist. She leaned back as he watched her perform moves that would make a belly dancer blush. All the while Peter did everything he could to keep up with this vixen. He could smell the musky scent of sex in the air as their bodies started to gain a thin sheet of sweat.

Peter wanted to change positions, to do all kinds of things to her but he was so transfixed by this woman, the way her slowly dampening hair clung to her face and body, the cries of pleasure that came from her mouth were like music to his ears making him want to hear more. The way her body moved with the grace of a dancer or how her large breasts swayed and bounced with her every movement.

She leaned forward as she started fucking him with long deep thrusts her tits swinging with each thrust that he had to reach up from her hips to hold them. He groped them as he matched her thrusts with this own.

"Ugh, god yes you feel so fucking good!" Peter called out as the bed started creaking from the pace and force of their fucking.

"And you feel so good inside of me!" the woman cried out as she felt him hitting her just right at this angle not that she needed it. Her body was perfection after all she could get herself off from most things but she preferred for her partners to actually try and make her get off. Her current lover below her was very good so far, yes she had better, she'd had many men from history some of them even famous. But considering how things were going she would place him among the better ones.

He kept moving around trying to find and hit her pleasure centers inside of her sex, it was so nice to get lovers that actually tried to please her instead of just using her for their own pleasure. She could feel it building up between them now as their bodies rocked in unison. She felt the delicious sensations of both of their pleasures building up and the peek was in sight now. She moaned out with each thrust of theirs as she felt that blissful sensation inside of her womb as her orgasm was nearing.

Peter wasn't sure just how much longer he could take this with this beautiful woman riding him for all it was worth. He reached down to her hips guiding her to thrust down faster as the two of them increased their pace. It wasn't much longer t their frantic pace before the two of them had finally reached their final moments.

"I'm cumming!" Peter yelled out as he held her hips feeling himself shoot his load into her waiting body.

"Yes, do it!" She cried out gripping her breasts tightly as she came herself feeling his seed enter her. She loved this part the time when both lovers came together. She placed her palms quickly onto his chest as blue energy left her palms and quickly into his chest without his noticing. The power she had gained from having sex had been enough to power the spell she wanted to give him. It was a little trick but her powers came from sex it was a source of power for her.

After she was sure the spell was held in place she allowed herself to slump onto Peter's body to catch a small rest.

Peter tried to catch his breath staring up at the ceiling he had no idea how long they had been fucking but he felt drained but in a good way. He felt the woman on top of him taking deep breaths as she moaned happily against him as she slowly raised herself up by her hands. Her hair hung down around her in a messy but very sexy way.

"Oh you are a treasure," Aphrodite could feel his seed inside of her and she wanted more. At her climax she had sealed their bargain. She kissed him lightly, "It's a shame that I can't keep you for myself but we had a deal and I always keep my deals."

"Wait what deal?" Peter was starting to get confused now.

"I asked what I could do for you and you said you needed help with your love life," She explained. "So trust me you'll soon have a very lucky love life ahead of you."

Peter nearly laughed at that, "Yeah that will be the day."

"Well the day is still far away and I'm still not fully satisfied," The goddess said kissing him. Peter was in for a very long and pleasurable night.

Next up Chapter 2: The Model

I decided that I wanted to base Aphrodite's looks off Rangiku Matsumoto from Bleach as I felt if anyone would look like a goddess of love would be her lol. But she only looks like that she isn't that character.

made a place for this story in the forums also I forgot to mention it but spelling was my hardest subject so if you find errors sorry I try my best but there will be errors here and there. I try to catch them but I can't find them all.

Disclaimer: I don't own Spider-Man or any Marvel character and I don't make a profit from this.

The Spider and the Goddess

Chapter 2: The Model

Peter woke up to the sun in his face as he tried to remember what had just happened last night. As the memory of being with that woman came back he suddenly sat up in bed and looked around.

"The hell?" He remembered things like candles being all over his room but there wasn't a single drop of wax anywhere, no smell of candles either. Looking down he saw that he was still in his sleeping clothing as well. The sheets were messy but that could have been just because he had been tossing in his sleep. He didn't feel like he had spent all nigh having great sex he didn't even smell like it.

He fell back onto his back looking up at the ceiling.

"Well Peter it's official you really got to be lonely to have your own mind make up a sex dream like that." He sighed rubbing his face. True he had been down since his breakup with Charlie but he didn't think it had gotten to that point yet. He grumbled as he got up and headed for the shower feeling surprisingly refreshed. It felt like he had one hell of a nice sleep, although he wouldn't mind waking up to someone else in bed with the aches and pains of sex afterward.

Although most people didn't know it, Peter didn't like being alone he had enough of that growing up. With no parents and living with his aunt and uncle, plus being kind of a quiet kid who was more into books it had been hard making friends. Then you get high school being labeled the nerd and picked on and you get the picture. It wasn't until he had his first girlfriend in Gwen did Peter know the joys of sharing a life, then when things got more serious with MJ he had been prepared to live the rest of his life with someone. To wake up next to them, to feel them next to him in the night had been a great comfort and he missed that.

In the shower Peter wondered about his life and the relationships in it trying to figure out where he had gone wrong. He had kept his secret from Gwen and in the end she had been killed because of Norman Osborne the first Green Goblin. With Black Cat she was more interested in Spider-Man than the man behind the mask. Mary Jane he had thought she had been the one, hell he nearly married her and for the longest time he thought he had found the one. But then things had just didn't work out, oh sure they had their ups and downs like any relationship but when it had ended Peter had felt like someone had taken a precious part of him away.

Then when Carlie came along he thought that maybe keeping her unaware of him being Spider-Man like with Gwen it would work, MJ had known and it had put her in danger. Carlie already was in danger working with the NYPD even it was with the Crime Scene Unit. But again that hadn't work out when she had found out he had lied to her, she was still pissed at him. Well pissed at Peter, she could still work with 'Spider-Man' apparently which only showed Peter that he had no clue how the female mind worked.

Drying off he was about to start breakfast when he got a call, checking the time he saw that thankfully he hadn't slept in. Sure Horizon Labs didn't have a nine to five work hours but showing up late all the time from him sleeping in didn't give him a good reputation. But from the clock it was still early so thankfully it wasn't work calling. He picked up the phone saying hello and was a bit surprised by the familiar voice on the other line.

"Hey hope I wasn't waking you," Mary Jane Watson's voice called out through the phone.

"Naw just got up, how are things?" Although MJ was his ex they had gotten to the place where they were still very close friends. Maybe more than friends but less than lovers, it was a really awkward place for them after everything they had been through with each other there would always be something between them.

"Actually going kind of well you wouldn't believe what I just bought," She happily told him.

"Well you wouldn't be calling about a new dress or shoes this early, you don't drive so you didn't get a car did you?"

"Something a bit bigger," she told him. "You know how I've been thinking of trying something new with my life other than modeling or acting?"

Peter sat down as he nodded even though he knew she couldn't see him. "Yeah kind of still surprised about that."

"Yeah I know, I've done lots of modeling and I've been in TV and in a few films but lately my career just kind of has been stalled. Plus I only got a few more good years left as a model and acting jobs aren't as plentiful in New York as they were in L.A. So I needed something else I mean I'm not going to be one of those people who don't plan ahead."

"Smart but then you always were."

"Damn right," She nearly laughed knowing that in intelligence he was way beyond her. "Well I bought myself a club."

"What like a nightstick?" Peter joked not sure if she was serious or not.

"Peter," She chided him, "I mean a real club as in dancing and drinking."

Peter blinked in surprised, "Well…huh that's good news if a little surprising. You never said anything about wanting to do this before."

"Yeah I know but honestly with everything happening in New York they're finding it hard to shoot here since the insurance rates have increased. Plus I'm getting a little too old to model as I only got a few years left in that."

"Old? You're not even thirty."

She only laughed over the phone, "That's old in the model world Peter. Anyway I found this great place that was up for sale and given all the parties and clubs I went to I wanted to run one of my own once. I think now was the time. But I was wondering if I could get some help from you?"

Peter shrugged even though he knew she couldn't see it, it was just habit to do things like that over the phone. "Sure why not."

"Great, can you swing by after work? And I don't mean your usual swing by the way," She told him lightly.

-Later that day-

Peter hadn't known what MJ had needed his help for but he found the place she told him that she owned. It looked pretty expensive and he had to guess she had taken a loan to pay for part of this place. She knew she had done a few jobs in LA that had paid well but he hoped this place lasted. He didn't want to see this place on Bar Rescue or something. So he had shown up regularly after work and since the Avengers of the Foundation didn't call for him he showed up.

She let him in as he quickly found out why she needed him she needed help moving some furniture around. So there he was picking up a sofa in her new office and carrying it around by himself.

"I think this is an abuse of our friendship," He told her.

"Oh please can't a girl call her friend who just happens to have super human strength to help her out? I mean I'd do it if I still had those spider powers of my own you know." She teased.

"Yeah and you'd be a giant spider monster by now too," Peter set the sofa down.

"Okay that's true," She sighed as she picked up a box and set it down. It was full of supplied she would need for the bookkeeping. She hoped that she didn't need to hire help for that, well only time would tell but she was certain she could manage. "So any world saving today?" She asked him as they got to work.

As the two of them were busy they didn't know that they were being watched by a third entity that was with them unseen and unheard by their mortal senses. Aphrodite had felt the pull of her spell on Peter and she could see the underlying attraction these two had. The woman was tall with lovely long red hair and stunning green eyes. She had a great hourglass figure and long legs, although her breasts weren't as large as the goddess' she had to admit by mortal standards the woman was very sexy.

She had been listening in and she could tell right away something was going on between them or at least there had been a lot of love between them. She could feel the embers of that flame still there but for some reason it felt muted to her. Which was odd but she just wanted to sit back and enjoy the show as she felt her spell starting to work.

Peter went to go through a box of hers when he noticed MJ bending down to pick something up, those tight jeans of hers left nothing to the imagination as he saw her perfect ass. He also could see her long legs and he felt old desires flare up inside of him. He would like nothing better than to take those jeans off and bend her over and have his way with her.

He knew just how it felt to be inside of her, the sexy noises she made, how her breasts felt in his hands and mouth. He felt himself getting hard just remembering all the times they had sex when they had been together. He wanted her, he still wanted her maybe he had never stopped but he wasn't sure if he could cross that line again. He quickly turned around trying to calm himself he blamed that damn dream he had. It must have given him a case of blue balls or something because fantasying about his ex-girlfriend was dangerous territory.

"There how's that?" Peter asked her putting down her new desk.

MJ snapped out of her trance as she had been too busy staring at Peter's ass and the familiar burning desires she used to have all the time with him couldn't be stopped. She knew she still felt for him but things had only just become stable between them but here she was with her Ex and checking him out and thinking what it would be like to be lying on that desk naked with his cock thrusting into her body. She missed his touch the feel of him on her body and it was like her desires were kicked into overdrive.

"MJ?" Peter asked her as he saw an old look in her eyes it was a look he hadn't seen in a long time. She really looked good too, hell she always looked good but for some reason today it was like old times. He knew every inch of her body and god how he wanted to rip those clothing off of her. She slowly walked up to him as she ran a hand on the wooden desk. He caught her scent and god did she smell great, she was wearing something new but he liked it.

"Have you ever thought about what you could do if you could change a certain moment in time?" Mary Jane asked him as her other hand ran up his chest as their eyes locked. "Like what if you might have made a mistake or even just go back and relive a good moment?"

"Yeah I have," Peter told her locked his brown eyes with her green. Neither of them talked for a moment and then like a damn bursting they grabbed each other and kissed each other deeply. It was a very heated kiss and soon followed by others as their hands roamed each other's bodies. They felt starved for each other like only the other could satisfy their unending hunger.

"We shouldn't be doing this," Peter said kissing her neck.

"I know," She told him caressing the back of his neck. "You just had a break up."

"We just became friends," He said one hand squeezing her ass.

"I know it would be weird to suddenly go back," She hooked a leg around him pulling him closer. "There are a lot of reasons we shouldn't do this."

"So why don't I care about those?" He asked her his other hand going for the thigh that was wrapped around his waist.

"I know I don't care either," Mary Jane moaned at he found that special spot on her neck that drove her wild right below the ear. "Oh god Peter just fuck me, fuck me like you used to I want to feel you inside of me again!"

He wasted no time in grabbed the bottom of her shirt and lifting if off her head as he threw it aside now he had a perfect view of her magnificent breasts clad in a very sexy black bra. She always did know how to accessorize he thought to himself. She smiled biting her lower lip in excitement as he returned the favor and took off his own shirt. She ran her hands over the slim and yet powerful muscles. She knew that with those muscles he could smash a car up and it was always kind of a turn on.

Her hands were soft to the touch as he reached behind her and with years of practice unhooked her bra. MJ took the straps herself and slid it off her now bare chested for him his hands went to those large mounds feeling the softness to them and yet how perky they always were. It was no wonder she had easily become a model with a body like hers.

She reached down to his belt and undid it the burning inside of her seemed to grow only more intense as the more clothing was shed. Quickly she undid the belt and pants and she pushed them down, Peter quickly kissed her neck and went lower as she arched her back to give him better access. Peter soon found himself by her tits, her rose colored nipples were already hard but he took one into his mouth, his other hand went to her free breast loving the feel of it in his palm. His free hand went to her lower back to support her weight.

Soon that hand on her breast went down to unbutton her jeans as his hand slowly dug down to her panties. He could feel the wet spot in front of them as he gently started to rub her sex making her moan.

"Help me get my pants off," she told him as he pulled away allowing her to stand up as he quickly pulled her pants down helping her to get out of them.

"Damn you always have to wear tight jeans," he complained at how slow it was going.

"Hey I work hard for his body so why not show it off?"

He finally got her feet out and threw the jeans away as he was now face to face with her crotch her panties were a matching sexy match to the bra she had. He pulled them down as MJ bit her lip she loved the feeling of a guy taking off her panties she wasn't sure why but it was damn sexy to her. Peter saw the smooth skin seeing that she had recently shaved, he knew her habits so well. In fact he remembered the first time they had sex back then she had kept her bush nicely trimmed and it was when he knew she was a natural red head.

Lately she had kept her sex nice and smooth he gave her pussy a few licks smelling her musky scent knowing that she was very turned on from her body's reaction. She dug her hands into his hair feeling his tongue probe her sex her mouth hung open as she gave out a happy moan feeling his tongue go to work. By now he knew her body so very well as she felt him use his hands to pull open her puss lips to expose her sensitive pink flesh as he attacked it directly.

"Oh god Peter I don't think I can take it anymore," Normally she loved it how Peter would take his time with her body hell he sometimes brought her to a small orgasm before they got to the good part. But she couldn't wait, she needed him now.

Peter could tell she was already very ready her pussy was so farm and wet that it was nearly dripping. Plus his raging hard on demanded some kind of release and although he would love to feel her lips around his cock or to feel her breasts wrapped around his cock as she gave him a titty fuck like in the past he wanted to mount her and fuck her to the point she would beg him for either more or she couldn't take it anymore.

Standing up he undid his pants as he quickly tried to get rid of them, his underwear and socks and shoes. MJ bit her lip as she watched him strip, he still had such a nice body and when his cock sprang out she couldn't wait to feel it inside of her again. Like herself Peter kept himself bare down there, when she started to shave off her hair around her sex she asked Peter to try it out. She actually liked it because it was easier for her to give him head plus it made his cock look even bigger without all the hair in the way.

MJ sat herself on her desk and she laid back with her thighs spread as a silent invitation for him. Peter eager knelt down and his mouth latched onto her pussy making her moan as her fingers ran through his hair. He could smell the musky sent already off her and she was already really wet as she ground her hips into his face.

"Oh god Peter," She moaned as she loved the way he did oral sex with her. Peter always was willing to do this, she remembered how at first he had been a little unsure of what to do down there but he had asked her to tell him what worked and what didn't. Now he was a master at eating her out, she arched her back when she felt him insert two fingers into her vagina as his mouth found her clit. Peter increased the pace of his fingers as MJ's hips started to buck with them.

He knew she was getting close from the way her body was reacting he loved the sexy sounds she made during sex. She would make these heated moaning and cries of passion. She told him that she was cumming and he could feel it as her vagina tightened up around his fingers as he felt her juices spilling out. MJ lay still as she was taking deep breaths as Peter stood up as he got on top of her.

She smiled up at him as she embraced him lovingly like old times as Peter silently brought his two fingers up to their mouths. It was an old thing of theirs as Peter licked one finger tasting her and she took the other in her mouth in a very slow and sensual way.

"Fuck me Tiger," She told him her eyes smoldering with lust. "I want you to fuck me."

Peter knew what she meant, she always said 'make love' when she wanted the more sensual experience with sex but she only ever would say to 'fuck her' when she really wanted a good pounding. Honestly he was so worked up he wanted to, he wanted to hear her scream out his name again to hear her beg for more like she used to.

He stood up and lined himself up with her as she took hold of her thighs eager to feel it. Peter grinned as he ran the head over her wet slit. "You sure you want it babe?"

"Yes, I want that cock of yours in me Peter, fuck me with it, please don't tease me," she honestly told him and then he thrust all the way in making her grunt out in surprise but also loving it. She felt him fill her up completely as he placed his hands on either side of her as he pulled out to only just the head was still in her and thrust hard again.

"Yes! Like that Tiger, fuck me, fuck my pussy!" MJ did love it when she and Peter made love but just sometimes a girl liked to be fucked up against the fridge hard. She knew that if Peter thrust as hard as he wanted he would break her hips but she trusted him, he was careful not to go too hard but he also relied on her to tell him if he was hurting her or if it was just right.

"Harder Tiger, fuck me harder!"

"You got it," He increased the power of his thrusts as he enjoyed the sight of her on her back as he impaled her on his large cock. One of her arms went above her to hold her in place as she gripped the edge of the desk near her head. He watched at her tits moved with her body with each thrust into her. The moan with each thrust was always some of the sexiest sounds he ever heard coming from her mouth.

Mary Jane tried to thrust back as best she could but the way Peter was over her and how each powerful thrust filled her up she was nearly lost in the joy of everything. Her whole body felt alive as he fucked her on her new desk. Soon Peter held her hips bringing them up as she wrapped her long legs around his waist making faster thrusts. She couldn't even speak as she just cried out constantly wishing for this to never end.

He grunted with effort with each time he buried himself into her pussy, it felt amazing just like always. Peter didn't have much experience with different women but he loved the way Mary Jane felt around his cock it was almost like her pussy was a perfect fit for him. Slowly he increased his pace as she tried to match his pace.

Soon they were moving quickly with constant thrusts as Peter knew he wouldn't be able to stop. He needed his release soon but he was still inside of her and he hadn't thought to put on a condom. Yes they had sex without it before but that was when they had been a couple and he didn't know if today it would be safe or not to release it inside of her. The problem being her legs were tightly wrapped around his waist that it was actually preventing him from pulling out.

"MJ I'm going to cum I have to pull out!" He warned her.

"It's okay!" She told him so close to her orgasm that she didn't want him to stop. She wanted to feel his dick when it pulsed inside of her filling her with his liquid heat. She had fucked him raw countless times after all. "It's a safe day and I'm still on the pill, so cum Peter, please cum in me!"

"Oh god!" Peter cried out as her begging to cream her insides pushed him over the edge. He buried himself into her, he groaned as he filled her body. MJ cried out his name as that was the final push her body yearned for as she reached her orgasm. She felt his sperm hit her cervix and seep into her womb.

Both adults panted as their caught their breaths as MJ ran her fingers through Peter's hair as he was bent over her his head resting between the valley of her breasts. She hadn't felt that good in a long time her orgasm was still giving her a nice tingly sensation over her body. That was when she noticed something else, Peter was still hard. She felt him still inside of her and although he was a little soft it didn't seem to be going down. That was a surprise for her, yes Peter had super human stamina with his powers but normally it took him a couple of minutes to get ready again.

Sometimes she would caress his cock or suck him off to get him hard again while her body recovered from the first round but he seemed ready again. She could only remember a few times that had happened but she didn't about the reasons she was still horny for more and if he was ready she wanted to continue. She pulled his face from her chest and pulled him to her mouth as she kissed him long and deep.

He returned it as he grabbed her and suddenly MJ found herself lifted up into the air as she wrapped herself around his body as he easily held her up.

"Ready for the bucking bronco?" He asked her as she grinned at him. It was a little move of their own as she wrapped her arms around the back of his neck.

"Kiddy up," She told him as he lifted her by her ass and let gravity slam her down onto his cock. She cried out as she helped with the thrusting as he fucked her standing up. In this position the down thrust was very powerful and with Peter's strength it was easy for him to slam her down onto his cock.

She rode him as best she could moaning out with each down thrust, sometimes she would lean back grinding her hips against his. Peter eventually walked her over to the wall as he fucked her against it, her back sliding against the wall. Her fingers dug into his back slightly as her moaning turned to cries of passion calling out his name over and over again. His voice matched hers as the sounds of sex filled the room she was so wet by this time he could hear the wet sounds as he entered her body.

He felt the mixed juices slowly leaking out of her pussy as it covered his own groin the sweat on their bodies. Eventually they came again as Peter pressed her up against the wall filling her again, after a moment they started again only this time on the couch as MJ was between his legs her head bobbing up and down as she sucked his cock it didn't take long to get him hard as she relished the taste of both of them on his cock. She eagerly got on top of him as she sat down on his cock as they started up their third time having sex.

Harder and harder she rode him sometimes stopping to move her hips around in a circle or rocking back and forth. She would lean in close allowing him for his moth to plant kissing on her upper body, for his mouth to capture a nipple and sucking it into his mouth hard. The two adults kept it up until both of them reached their third orgasms of that night.

After that final round of sex both of them needed a moment to rest as they hadn't had a break since they started.

Both of them hadn't moved from her couch as they were covered in sweat and the office smelled of sex. Mary Jane was sitting on his lap cuddled up against him as he idly ran a hand along her back. They were silent for a long time just enjoying the moment but both of them were wondering where that had come from.

"Well that was great," she finally spoke up. "I mean, wow you were pretty energetic today, I think my toes curled at one point."

"You were pretty into it yourself," Peter smiled, "God the last time we fucked like that…I think it was back when you came back from that film when we hadn't seen each other in over a month."

"Oh god I remember that we didn't leave our place for like two days," MJ laughed remembering a lot of ordering in and not a lot of clothing involved. They fell silent a moment before she finally spoke what both of them were thinking.

"Peter, what was all that really? I mean yeah it was great but we broke up and only just now got to be friends again."

"I know plus I just had a break up I wasn't exactly looking for a new relationship." He admitted yeah he felt like crap because of it but he didn't feel he was ready for another relationship so soon after it.

"And there is no way I want to be the rebound girl," she replied.

"Trust me I could never think of you like that," He assured her. "So what, we were just really horny and just jumped each other?"

"I guess," She shrugged not sure how it happened she just really wanted him for some reason. It wouldn't be the first time in her life after all but it had seemed kind of odd. "I mean I've been so busy lately that I haven't even had a change to even thinking about dating. I haven't even had sex in like…three months. God I can't believe it's been that long and the last time was just okay nothing like now."

"Yeah I haven't had any since Charlie dumped me."

"But are we even ready for another try Peter?" She looked up at him. "You just got out of a break up, I'm going to be busy as hell with my club for who knows how long in order to get this place going." She sighed resting her head against Peter's shoulder. They both just weren't in the right place to try again but she really liked the sex and having him around, she didn't want to push him away but she also didn't want to go back into a full on relationship.

Peter was thinking the exact same thing, he liked having MJ in his life, he really enjoyed the sex but he just got out of a relationship and he didn't want to go back to her so soon as it felt like he was just making her the rebound girl and if he and Mary Jane did want to start again he wanted to be damn sure it would be for the right reasons.

"Too bad we can't keep the friendship and the sex," Peter sighed as he let his head fall back cursing his luck in life.

MJ got quiet as she thought about it, "Well…why not? I mean we've been lovers, we're friends and we can't go back to being in a relationship like we used to have so why not just have the best of both worlds?"

Peter's head snapped back down to look at her there was no way she was proposing what he thought she was.

"You know, friends with benefits at least until say one of us wants to move on or when we're ready to try again, what do you think?" She asked him she knew it was kind of crazy and a bit of a long shot but honestly what else could they do? They obviously still had a spark between them so why couldn't they try it out? She sure as hell wouldn't mind the occasional booty call from him if tonight was anything to go by.

Peter was at a loss for words for a moment, "You really want to try that out?"

"Couldn't hurt could it?"

"I…don't think so," He actually could think of lots of ways but he didn't care he wanted to at least try if only to see if this could work. "But if we try this if things get weird between us we stop before he screw up our friendship."

"Deal," She smiled at him. "Now we better get dressed and clean up because now we have more work to do."

Aphrodite blinked in surprise, the hell just happened? The spell was to break down the inhibitions that mortals had. If there was an attraction between Peter and another woman then that attraction would increase the more time they spent with each other. She crossed her arms as she had felt there was some major love between these two and yet even with her spell something was off here. They should be back together again as apparently there was a lot of history between them.

If she didn't know any better she would say something was messing with her spell but it would take some major power to do that and so she just shrugged it off. Maybe it would take some time but at least these two would be sleeping together again.

She felt a bit energized from that session, the spell she had placed on him allowed for her to get some power for herself through the link. She was the goddess of love after all so if she could get a little something out of her gift. She wondered what other women he would come across as she watched the two of them putting back on their clothing.

"I get the feeling this is going to be some fun," she said to herself which of course the mortals were totally unaware of her saying that.

Next up Chapter 3: The Thief

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he Spider and the Goddess

Chapter 3: The Thief

It had been a couple of days since that incident with Mary Jane and Peter was still unsure how they would make it work but so far things hadn't gotten weird between them. They still seemed to have that closeness of what they had but also the side benefits of sex. They were taking things slow a step at a time of course they also had worked out several issues. Them being that they would still see others if they wanted to but if either of them found someone serious then it would have to end as it wouldn't be fair to keep going on.

So Peter did his usual thing, went to work at Horizon which he was really getting to like. He was finally able to play around with the kinds of equipment and work on things he had only dreamed of. He remembered in high school that a place like Horizon would be his dream job. Plus the people were all crazy smart (sometimes a bit more crazy than smart) but it made things interesting at work. At least he didn't have to deal with a boss that yelled at everyone all the time.

Of course that old boss of his was now the mayor of New York who also used funds to create an anti-Spider-Man taskforce.

"I have officially lost all faith in politics and voting," Spider-Man sighed not for the first time. How had they elected Jameson given he had created the Scorpion one of his worst villains and all the crap that was shown he had made up. "Then again if Bush Jr. can get elected twice why not have Jameson elected once? Although I'm pretty sure the tax payers are going to get him at re-election for that task force."

If he was a bit more immature he would seriously consider painting anti-Jameson slogans all over those billboards of his. Well one good thing being an Avenger is that he had Captain America who was in charge of SHIELD had his back. It sure did paid off being an Avenger to help his reputation he had noticed.

So far Spider-Man had some free time at the moment and decided to patrol the city. It always was helpful plus there was always something to see, of course not all of it good, he still felt awkward that one time he had caught a couple in an alleyway in a very embarrassing and intimate moment. Or the time he had been having a snack to suddenly realizing a homeless guy below him was using a street corner as a bathroom. Or that smell that came from that little deli on the Westside, he had been in the sewers of this city and whatever they put in their back alley was just toxic.

As Spider-Man swung over the streets of the city he couldn't notice that he had been watched the entire time by a certain red haired goddess.

Aphrodite had been keeping an eye on her new mortal as she would pop in now and again to check in on him. So far her spell hadn't gone off since that day with the red head ex-girlfriend of his. She floated around watching him now and again he really did seem to work himself too hard. That job of his reminded her a bit too much of her husband or ex-husband really, she never did love Hephaestus since she had been forced into that loveless marriage. Was it any wonder she had an affair with Ares or a few others she could name? Then again her Ex had his own little affairs not that she minded as it meant his attention was elsewhere.

Plus when they had been married he had been so busy with work she got bored a lot. So seeing Peter like this brought on a few memories she didn't want to remember of her old marriage. Plus apparently no one in that workplace of his was either attracted to him or him attracted to them.

She also recently found that he was also worked with other of these mortal heroes as well, although she had to be careful of that Dr. Strange fellow, his mystical abilities might be able to pick her up if she did anything that might be noticed.

Sorcerers always did make things more difficult than they had to be, it was one of the reasons she never liked to get involved with them on a personal level. Then there was that tall building Peter worked at when he somehow changed that costume he wore into a black and white to match the others. Again he worked but this time he was helping out with children which was kind of endearing to her. She always loved children after all part of her job was procreation as well as love.

She also had also sensed the love between the husband and wife there, a strong bond of love that had seen its strain and tests but still seemed to last. If she didn't know any better she would have sworn that had been her work. But still nothing, she was getting bored again and the spell she placed on him hadn't gone off for two whole days.

She was starting to form a plan of getting the overworked mortal out there into the world, maybe pretend to be a neighbor and ask him out? She could easily take the form of a different looking mortal and take him to a club and see what happened. That was then she noticed something, someone was stalking her mortal.

At first she thought of getting defensive but she felt no hostility against this mortal in fact...she grinned as she felt the familiar emotions of lust coming off the mortal. Having a closer look it was a female but dressed in black leather with long white hair. She could feel the woman's eyes on her mortal and also not only the lust coming from the woman but apparently she felt the echo of past times with him on her as well.

'Oh ho another ex-lover Peter?' She thought to herself grinning as things were about to get good. 'Maybe I won't be so bored after all.'

Peter had no idea that the Black Cat was currently on the prowl and had spotted him two blocks back and slowly making her way towards him like a cat playing with its prey. The white haired former thief had seen Spider-Man a few blocks back and she thought it would be fun to play a little game with him. After all it had been ages since she had some fun and started to 'stalk' him, she knew that as long as she meant no harm his spider-sense shouldn't pick up on her. Slowly she got closer and closer to him and just when he stopped and was reloading his web shooters she bounced.

She had just meant to jump on his back but that damn spider-sense of his ruined the moment as he quickly turned around caught her arms and pinned her to the ground with himself on top. He had moved a bit more fluid than normal and apparently he had picked up a few new tricks.

"Cat!?" Spider-Man was surprised when he looked down at the woman, there was enough light from the surrounding buildings to get a good look at her. He could see her long white hair spread out around her, her slim black mask covering her face as he could see that beautiful face with the alluring blue eyes. She licked her red lips in a sensual way.

"Hey there Spider…so you going to get off or are you just enjoying my body?" She told him as he suddenly realized that he was pressed up against her. He could feel her large breasts pressing against his chest and it was giving him all kinds of naughty thoughts especially since he had seen her naked plenty of times.

He got off her offering her a hand as she smiled and accepted it, she got up with a kind of cat like grace that just seemed natural for her. Peter really had a hard time with this woman, she was sexy as hell and not only did she know it, and she reveled in it. This was a woman that wasn't afraid to use her sexuality to her advantage.

"So why the tackle?" Peter asked trying to not look her over and it was oh so hard. She had those long legs, a great waist, her entire body looked to have no fat at all on it as she was trained gymnast body. The fact that her black leather cat-suit (pun intended he thought) didn't hide anything. Then there was that plunging v-neck line showing her impressive cleavage.

Plus it was that attitude of hers all that confidence and sexuality. You put that all that wrapped up in one package and it was trouble on two very long and great looking legs. Maybe that was why it was so hard for him to think straight with this woman and she caused a lot of problems. Hell he never knew where he stood with her, why did she have to play the bad girl and be so hot on top of it.

"I just wanted to say hi," She nearly purred out. She walked to the side of the building swaying her hips sexually and posed like a cat in heat with her hands behind her and her back slightly arched. He was sure she was teasing him on purpose she always did like to play little games like these.

"Next time you could just come up and say it instead of jumping me," he joked trying to regain some control of the conversation.

"Maybe I did want to jump you, you seemed to have enjoyed that when we were together a few months back." She smirked and licked her lips.

And there he lost his composure again remembering the sex they had before Charlie, he wondered if she was wearing that black panties and bra again, from the neckline on this version of her costume he could tell she wasn't wearing a bra. He tried not to look but he couldn't help it, he felt himself wanting to feel her body against his again.

'God when did I become a sex maniac? I just had sex with MJ not too long ago and now I want to jump the bones of my…what other ex? God I never knew where we stood really, maybe fuck buddy?' Peter really didn't know but all he knew was that for some reason he was horny as hell and she looked oh so good to him.

For Felicia the Black Cat, her little game was taking a different turn. She looked him over and knew that body under the uniform. She didn't know the face she preferred it like that, the mystery of who he was made it kind of hot for her. But for some reason she was feeling very horny staring at him, she remembered all the fun times they had and it made her feel slightly wet. God how she wanted him in that moment but one of the reasons they had stopped was because apparently he was off the market.

She felt annoyed that she would most likely have to go home and masturbate to sate her body's huger. "So I guess you'll want to get back to that girlfriend of yours," she said a bit bitterly.

"Actually…we broke up," he told her as he walked closer to her and saw her eyes widened a bit in surprise before she smirked and walked towards him to meet him.

"So…no one home waiting for you?" She asked.

"Nope not at the moment," Although he didn't bring up Mary Jane, well they had said that they could see other people. He couldn't believe he was doing this but he hadn't felt like this since he had seen MJ in her club. Was his breakup effecting him that badly that he had to get laid by all his ex-girlfriends? Although at the moment he really didn't care as he felt this aching need to have her.

What neither of them knew what that Aphrodite's spell was working on the both of them and the mutual attraction they already had was easily making things a lot easier as any barriers they had were broken down and the need they had for each other was fed. The goddess herself prepared herself for the show as the two mortals were so sexually energized that her little spell barely had to do anything.

Black Cat didn't wait for another moment as she nearly launched herself at the man pulling up the mask and capturing his lips with her own soft ones. Peter immediately wrapped his arms wound her one on the back of her head pulling her closer to him and the other on her ass. He had always had trouble thinking on who was better physically MJ or Black Cat but there was thing that Black Cat over MJ and that was her ass. It was an amazing ass as his hand squeezed it hard just the way she liked it. She moaned into his mouth in approval as she returned the favor.

Eventually they had to pull away for oxygen as she looked at him with hungry blue eyes, "Spider I know usually we go for a little more flirting but I'm feeling like a cat in heat. If we don't fuck soon I think I might just push you down and rip that costume off of you." She held up her hand showing the little claws on her gloved hand of her costume to prove the point.

'Fuck I can't have her rip this up this is my new suit and it's expensive to repair,' Peter thought quickly ever since he upgraded his uniforms from work to change and use unstable molecules he got from Mr. Fantastic they weren't cheap to replace like the old cloth ones he used to wear. He knew that he couldn't take her to his place as he looked around and blinked in surprise.

"Well…there's one place we could try out if we got some cash on hand." Spider-Man pointed with his chin.

-Hotel-

Working the late shift at the front desk wasn't something Emilia enjoyed, it was usually just people coming in for the night for some quick and dirty sex, illicit affairs, or just wanted a quick place to hide from the cops for the night. Well at least the pay was decent and she wasn't on the cleanup crew, the things some of them found from the stories she heard from the cleaning staff, well front desk duty wasn't that bad in retrospect.

Still she would hope for something new to happen as she signed and looked at the register, mostly it held Mr. & Mrs Smith as the couples, at least there were a few that were more original than that but this place wasn't in the upscale area of Manhattan where you had to use your ID and credit card checks. Still the people that did pay with their credit card should have known that their real name was on it when they used it.

Still as she flipped the pages she wished for something exciting.

"Uh…hey we need a room for the night," a male voice spoke up and from the sounds of it, it was a first timer using this place. She could hear the nervousness in his voice and wondered if this was yet another affair.

"Names please?" She nearly sighed out still not looking up as she turned to her right to find which rooms were free on the computer.

"Spider-Man and Black Cat," a female with a lot more confidence spoke up.

'Wow really? At least that's original,' Emilia sighed as she looked up and did a double take. She couldn't believe her eyes at the sight of a man in a Spider-Man costume with a gorgeous woman literally almost hanging off him in a Black Cat costume. "uh…you two…"

"Cosplay convention is in town," Spider-Man told her. "You know how it goes we met up and hooked up so…a room?"

"Uh-oh right just a second," She quickly gave them a room as they paid in cash for the night. She watched them go and they couldn't keep their hands off of each other. Well it took all types lord knows she had role played a few times in her life but dressing up as actual famous heroes? Well it did give her a few ideas but then she stopped.

"Wait…what cosplay convention!?" She knew there wasn't anything near them that could hold anything like that.

-Room 504-

The door burst open as Spider-Man had barley gotten it opened while Black Cat had attacked him in the elevator and hadn't stopped. She had her arms around his neck and her legs locked around his waist as he was using his super human strength to keep her up with one hand on her ass as he used the other to take the key and slam the door closed. He threw the key on a table not really taking notice of the room as he guided them to the large bed. They went down kissing and pawning at each other hungry for each other.

"Oh god Spider it's been forever," she moaned as he kissed her long elegant neck.

Peter slipped a hand under her clothing through the v-neckline to caress one of her breasts squeezing it a little roughly just the way she liked it.

"Oh you really remember how to turn me on," she purred caressing his back she pulled his face to hers kissing him as she used her long legs to turn them over so now that she was on top of him. She grinned down at him like a cat that caught her prey as she gently ran her fingers over his costumed top. "Oh we're going to enjoy tonight."

"Damn why do the bad girls have to be so sexy?" He asked out loud looking up at the vixen on top of him.

"Because bad girls have the most fun," she told him as she slowly started to strip out of her top. She was making it painfully long as she slowly opened up the v-neck and pulled it down to her belly before slipping out an arm freeing part of her chest. He could see one of her breasts now the large fleshy globe topped by a light pink nipple. She pulled down the other side pushing it all to her waist as she took one of her gloved fingers in her teeth and pulled it off, throwing it away when she got it off. She did the same with the other glove now the only thing on her was a collar and her small mask.

"Oh Spider let me see you," She pulled on the bottom of his top as he helped her to get it off, she helped to remove his gloves and web shooters. His mask would stay on though, it was the little unspoken rule between them that the masks always stayed on. She looked over his chest and ran her hands over it, she loved how his muscles felt under her touch. She started to lean down and place gentle kisses along his chest and stomach as she slowly crawled down his body and got to his belt.

Peter watched the sexy woman take off the belt, he was glad that he had started to carry cash in that that thing too many times he had been caught without it. Then she undressed the rest of him first his pants, then his boots leaving him in his boxers with a very noticeable bulge in them. She grinned at him as she stood up and very slowly stripped out of her clothing. It was like watching a personal strip show as she cupped her impressive breasts and pushing one up licked one of her own nipples moaning loudly for him.

Then she turned around and slowly took off her own boots after her hands glided over her body as she leaned down and took off her pants and he could now see her ass perfectly framed by a very sexy set of black slick panties that showed off a lot of her ass. She turned around and hooking her thumbs into the sides of her pants she slipped out of them. Now he could see her in all her naked glory, she used to have a small patch of white hair above her crotch but now she kept it very clean and shaven.

"Hope you enjoyed the show," she teased him.

"Oh you bet, you always did know how to show off your assets."

"Can you blame a girl?"

"Hell no they're amazing assets."

"I know one other thing that's pretty amazing," She told him as she reached for his boxers and finally freed his dick. She licked her lips as she immediately started to give him head, first just the tip and slowly she kept going down on him making Peter moan as he ran his hands through her hair. She managed to get most of it down before taking a breath. "God that's still great, hope you don't mind me having that in me right away. I'm already so wet that I'm dripping here."

"Go for it Cat, I want to feel you."

She smiled as she sat over his crotch taking hold of his large cock and placed it at her entrance he noticed that she wasn't kidding bout dripping. He could see the liquid slowly leaking from her pussy as she placed it right against her slit and then suddenly sat down on it. "Oh God I needed this!" She cried out feeling herself being filled up fully like only a few other lovers had been able to do. She rolled her hips enjoying the feel of him inside of her, stretching her insides in the way she missed so much.

Peter gripped her hips as he helped her to rid his cock she rode him fast and hard as she had been horny since the rooftop and needed this. She looked down at him as only his mask protecting his upper face was the only thing on him. She rode him like a stallion, sometimes she would grind her hips against his and then move her hips in a figure eight pattern to really get a feeling of his dick pressing against different areas inside of her.

He reached up and cupped her breasts as he played with them making her purr as he would twist her nipples in that way she loved. He could feel them hardening under his touch as her breathing increased. It was like old times with them, like they hadn't stopped having sex with them it was always a bit animalistic and energetic. Black Cat was like sensuality and sex all wrapped together into a tight package that could drive men wild with passion.

"Time to switch it up Spider," she told him getting off his now wet cock as she turned around to show her ass to him shaking it a little. "I really want you to give it to me now."

He got behind her as he made sure to place his cock to the right hole and thrust forward into her from behind. "You really have the world's best ass you know that," he told her his hands kneading her rump.

"Got that right," she pushed back against him feeling him enter her like this at this new angle brought her even more pleasure.

Soon the small rocking starting to get more intense as he started fucking her.

"Oh god-fuck yes-fuck me Spider!" Black Cat yelled out as she rocked against him as hard as she could feeling how his dick nearly pulled out and then slammed back in.

Peter held onto her hips as he slammed against her ass he couldn't help but admire how much of a perfect ass she had. The slapping sounds were heard as they met mixed in with the sounds of the bed and their own voices. Her large tits swayed with each thrust as her nipples sometimes would rub against the sheets as she balled her fists.

By this time the heat of the room had increased as the musky scent of sex filled the air, both of their bodies were now starting to be covered in sweat as Spider-Man continued to fuck her doggie style on the large bed. The bed itself shook from their passion as their groans and moans of sexual bliss filled the room. Black Cat reached her orgasm first as she cried out unable to hold herself up anymore her top half fell onto the bed as her ass was still raised up as Peter continued to fuck her with strong thrusts.

She shuddered with every thrust as she rode out her orgasm feeling her inner walls still being pushed aside by every thrust of his cock only extended her orgasm.

"Cat I'm going to cum!" He warned her it since he wasn't sure if she was safe like MJ had been to cum inside of her.

"Pull out and stand up," She told him as he did so she quickly got on her knees placing his cock between her breasts. "Kitty wants her milk today," she smirked at him squeezing his hard and hot cock between her tits as she moved them along his shaft a few times before taking the head that poked out of her fleshy orbs into her warm mouth.

"Oh god Cat," he moaned as he couldn't take anymore and fired his cum into her mouth. She greedily took all of his cum. She gulped it down as fast as it came feeling it slid down her throat and into her stomach. Peter took a few breaths looking down at the sexy woman who still have his cock in her mouth trying to suck him dry.

He moaned as he felt her head going back and forth trying to take his entire length in, now that he had softened a bit she could take it all down her mouth but he soon found himself starting to harden again. He was a bit surprised this was another time he was getting hard quickly again, well whatever the reason he was on a roll with that so he wasn't going to question it now when he had Black Cat's mouth all over his penis.

She was pleasantly surprised to find him hard already, she took it as a compliment as she got up and pushed him onto the bed in a sitting position.

"Still one more hole to go Spider," She grinned at him.

She turned away from him as she sat over his lap as she used her hand to guide his cock. She held her breath as she felt the tip slide past her ass cheeks and hit her asshole. She grunted as she slowly lowered herself down onto his prick feeling it invade her body. Looking at the mirror in the room she watched herself being impaled onto his cock the feel of it stretching her ass out to the maximum.

"Oh fuck yes you always fill me up so nicely Spider," She told him as she watched him move his hands to her large tits and started to play with them making her moan a bit more. Slowly she kept going down until finally she was sitting on his lap all the way down. She moaned out feeling him in her ass right now she sat still letting her body get used to him again. She was glad that his cock was so nicely lubed up at the moment because she didn't think she could have fit that monster up her ass without it.

Peter groaned behind his mask, Black Cat had been the one to introduce him into anal sex and he had to admit it was different than fucking a woman's vagina. It wasn't as wet or warm as a vagina but it was a lot tighter. He had done it a few times with Mary Jane, it took some effort but she could do it although they only did that now and again plus she couldn't fit it all the way in like Black Cat could. Black Cat however seemed to really get off on it for some reason but Peter didn't care at the moment as she had just started to bounce herself on his lap and his mind went back to the white haired sexy woman currently riding him.

She threw her head back crying out in passion as he bounced her ass onto his cock. Peter could see their reflection and especially her reflection. There she was this sexy woman her large breasts bouncing with every move, sweat glistening on her fine toned body, he would see her pussy lips covered in her juices as his dick would disappear into her ass. His hands couldn't help but grip her breasts feeling how firm they were in his hands.

She pulled his face towards her as they shared an awkward kiss as she ground her ass into his hips. He groaned before holding onto her hips and stared to help her along with riding him again. She cried out with a laugh as she reached behind with one arm to hold onto his neck her other hand went to her pussy. She felt her enlarged clit and started to play with it making her cry out even more the only thing she wished she could do was to have two of him at that moment to fill both of her holes at the same time.

Still the two of them continued on in this position as Black Cat lost herself in sexual bliss she came a little bit from how she was playing with her clit but she wanted more, she wanted to feel him cum inside of her ass that would really get her off.

"Spider you fuck my ass like no one else," she cried out.

"I can't help it, like I said you have the best ass ever Cat, I love fucking you there, you feel so tight." He grunted out as he felt her grip around his cock tighten slightly. "I want you to cum now Cat, I want to hear you cum."

"Cum in my ass then! I want to feel Spider-Man cum in my ass, fill me with your cum Spider." She told him as she increased her pace trying to get him off. She was close to another orgasm but wanted them both to cum together.

Peter wasn't sure how much longer he could hold out, he held onto her as he started to groaning as he felt himself reaching his climax. "Cat I'm cumming!"

"Do it, do it now, I want it!"

Spider-Man cried out as he held her down onto his lap as he felt himself empty his cum into her bowels. He felt like he shot off several loads into her waiting body holding her very still onto him with his powerful hands on her hips.

"Oh god yes!" She screamed out feeling him shoot his load into her had been what she wanted to feel. She finally reached a large orgasm from feeling that hot liquid enter her ass. She came so hard that her whole body shuddered as her pussy leaked out even more fluids, even squirting a little as her vaginal fluids shot out of her pussy and onto the rug of the room. She was sure it wasn't the only bodily fluids that had ever been on that floor either. She always got off the best when she had her ass fucked and having Spider-Man's cock in her ass was always the best.

She leaned her back against him as she felt his hands caressing her naked flesh that was another reason she liked having sex with him, he always so loving even in moments like this. She closed her eyes feeling his hands go to town on her body as she gave small moans of approval. That's when she noticed it was still hard. Before she could ask him something she was flipped face first onto the bed as he was fucking her again.

"Oh my god again so soon!?" She yelled out as he humped her ass.

"Yeah don't know what's gotten into me lately but it's like I've gotten super charged." He told her.

"Well a lady like me won't complain, oh god that feels good, fuck me Spider, fuck my ass, fuck me through the bed." She moaned as he started to do just that as her body sunk into the mattress with each thrust as he grunted with the effort.

"Ugh, you're like an animal!" she screamed out in pleasure.

Aphrodite had been sitting in a chair the entire time enjoying the show, she was currently sitting in a chair one hand lightly rubbing one of her breasts as another was playing with herself watching the show. The energy of their sex and her close proximity felt electric to the goddess. If this kept up she might have to pop back in once and awhile to feel a little recharge.

Since her powers came from love and sex this whole spell was starting to turn out for her benefit given all the sexual energy in the room was feeding her, it was a lot more potent with him though. She found that interesting plus it seemed her little spell had enhanced his libido.

She watched as her new favorite mortal fucked the woman's ass but there was a problem now. The goddess was starting to get turned on, she could join in but the sudden appearance might spoil the mood. Maybe another little 'dream' romp with Peter would be nice but she couldn't wait. Well she had a few nice studs and women back home waiting for her so she left the two mortals to sate her own needs.

Next up Chapter 4: The Soldier

The Spider and the Goddess

Chapter 4: The Soldier

"You know when back when Cap asked me to join up with the Avengers I thought, hey neat, I haven't been a full time member in years," Spider-Man said. "I forgot all the crazy crap that the Avengers usually had to deal with on a near daily basis."

Currently the Avengers were battling some kind of creature from either an alternate dimension or from space. He wasn't sure which given that he got there late and missed the start of the fun. He had just been swinging through the city when the alert went out on his little communication card. He arrived in Central Park to already see the thing. It was a huge blue thing with lots of limbs and nearly as many eyes, oh and teeth, he couldn't forget the teeth as they had nearly taken a few bites out of him.

"Tell me about it," Luke Cage said holding onto one of the limbs. "I was going to have a nice day with my wife and daughter."

"Where is the missus anyway?" He asked their team leader.

"She was out with Squirrel Girl and Danielle shopping since Jessica wanted to get some new baby stuff and wanted to make sure Danielle liked it."

"She's like a few months old, she likes it when I dangle my keys over her head," Spider-Man told him.

"Tell that to my wife," Cage slammed his fist into the limb hoping to hurt the thing.

Mockingbird jumped over an attack to retaliate with her own. "You know to me it was only yesterday I was an Avenger then the next thing I know I wake up in a Skrull ship finding out I was kidnapped and replaced. It's been what, three years and still nothing has changed."

"Guess that old saying about how the more things change stay the same huh?" Spider-Man asked her webbing up a few of the limbs.

"Our lives do seem to have a pattern to them at times," Iron Fist said slamming a fist into the eye of the creature making it scream out.

"I get the feeling this is going to be a long day." Luke commented to himself as his massive fists kept slamming into the center mass of the creature. He was hoping that an onslaught of hits might put it down for a bit.

-Avengers Mansion, Later that Day-

"Well that was interesting," Cage said as everyone walked back into the large mansion that was their base. At least for this team of Avengers, Tony had given Cage both the leadership of this team but this place as well to run. Well there was that Ms. Hand woman who was representing SHIELD, why Steven put her here on the job no one knew. Hell Spider-Man kept making jokes about her and her old boss Norman.

"Interesting doesn't seem to capture what we just went through," Iron Fist said flexing his shoulder. In the battle he had nearly had his shoulder dislocated and he was looking forward to putting some ice on it and then some nice meditation.

"How about another freaking bizarre day that is our lives?" Spider-Man told him checking one of his web shooters. "Man I hope this isn't busted they are a pain in the ass to fix when the web fluid gets broken inside like this." He muttered to himself.

"All I know is that I just want to strip out of this and take a nice long hot shower," Mockingbird stretched out. "I know wearing skin tight uniforms seems to be the norm for people like us but they really keep in heat and sweat. I didn't used to deal with as much in my old uniform and that was wasn't leather."

"Try a full on body suit sometimes," Spider-Man joked to her. "You really don't want to be near me when I take this off especially on a hot day. Granted it is nice in winter but I have to make a special thin version in summer or else I would get heat stroke like you wouldn't believe."

"Well then you might want to shower yourself then," Ms Marvel smiled at him. "You do have a room you could use here you know."

"Yeah I just don't trust that whatever room I pick wouldn't be bugged by a certain woman. Hell she wouldn't even let me have a pay check unless I gave her my real name," He was not going to go through that again. Revealing his identity had been a huge mistake and if it wasn't thanks for Dr. Strange's spell there was no telling how much trouble his life would be in right now. Although a few did still know his real identity, mainly the original Avenger team he was put on and when he was with this group when they were basically enemies of the state.

"You really are paranoid about that person aren't you?" Luke asked him.

"Trust me when it comes to Norman Osborn I don't take any chances," he replied as everyone split up to change and get refreshed. Peter managed to pull out the webbing cartridges he had been fooling with, looking inside he saw that the device would be able to be fixed. He might have to either take it to work if he couldn't get it fixed at home with his own tools.

Carol looked around and saw that they were alone now she had the oddest sensations when she was with Peter lately she knew she was attracted to him but at the moment it was like it was on overdrive. Looking at him now she kept thinking what it would be like to do nothing more than the peel that costume off of him. She felt herself heat up at the image of it as she wondered what he looked like naked under that suit as his slim yet athletic build might make him look like a swimmer's body.

'God this is insane,' She thought to herself as she felt her uniform getting slightly uncomfortable. 'Why can't I stop thinking about him lately? Yeah I've thought about him, hell last time I used my vibrator I was thinking about him. God I need to get laid.'

She squirmed as she felt her leotard rubbing against her sex and looking at Peter she felt that she had the man that could help her out. They had gone on a date and it had been nice, hell she got along really well with him lately and she wanted more but the timing never seemed right. Well here he was and a plan formed in her military mind as she thought out her battle plan.

"Well you can use mine if you're that paranoid," She offered him.

Peter did a double take as he was put on guard immediately, nothing bad it was just that normally women didn't go around inviting to use his shower. Well actually every time Mary Jane had it had ended up with them both using it when they had been together hence why he was a bit surprised by Carol's offer.

"Trust me I'm former intelligence agent if anyone bugged my room I would have known about it," she told him confidently. Which was true given her training in the Air Force and in SHIELD she had picked up a few things and it was habit of hers to check out any new place she moved into. It also was just something she wanted to put his mind at ease with.

"Uh..well that does sound nice," Peter really wasn't sure if he should go or not but then again she did offer. Plus it wasn't like she would jump him well he thought she might not. Although he wasn't sure if that was a good thing or not, looking at the blonde woman in front of him with her long blonde hair and black leotard costume she looked very sexy to him. Hell she always looked good to him it might have been why he had asked her out on a date. He had wanted to ask for more but then this life kind of got complicated.

So here he was her offering her shower, well it was all innocent right?

-Not long Later-

Okay Peter was jealous and it was from the oddest thing to be jealous of and that were the showers in this building. As soon as he walked into her bathroom he already was starting to rethink taking one of the rooms for his own when he needed to crash after a battle. The main bedroom was half the size of his apartment but you could fit the small kitchen he had in the bathroom. Hell maybe his bedroom, there was a long mirror and he noticed the female products.

He was familiar with how many hair care, perfume and other little things women kept in order to look and smell good. But it was the fact that there was room for not only a large square tub but also a walk in shower in the corner that could hold four people, five if Mr. Fantastic joined in.

He chose the shower as he really didn't want to fill the tub, stripping off his costume he ran the water and it felt great on his skin.

Outside in the bedroom Carol couldn't believe what she was thinking but damn it she felt extremely horny at the moment. She hadn't had sex in months and she always did feel a little worked up after a battle sometimes. Slowly she stripped out of her own black costume, first her boots and gloves, then she placed her small mask on her vanity. How people didn't know it was her with such a small mask she wasn't sure but looking at her blonde bombshell figure in the mirror maybe her face was the least that people looked at.

She finished undressing as she heard the water going and her mind thought to what he looked like naked, he was only in the other room as warm water was going down his body. She felt her body heat up at the mental image of it and felt a need growing between her legs.

'God I really do need to get laid, I haven't felt like this in a long time,' She took a few breaths. Either things would go really well or she was about to do something really embarrassing that might really ruin her friendship with Peter.

"Hey Peter you okay in there?" She called out as she opened the door just a crack.

"Yeah, damn this shower feels great."

She smiled, "I know it's some fancy pressure head I think."

"I got to get me one of these."

"Hey Peter did you bring a tower with you?"

There was a pause as she thought she heard the sound of him smacking his head slightly. "Damn…yeah I think so."

"Don't worry about it, I'll leave one for you okay?"

"Thanks Carol."

She took the tower from its place in a small linen closet in her room. She opened the door and as silently as she could she walked into the room. She could see Peter's naked back as he showered she drank in how his slim but muscular body moved. Plus she looked down to see that he really did have a nice ass. She remembered She-Hulk saying that once in a girl's night out with other female heroes. But it was what was dangling between those legs that got her more eager.

'Good lord is that it? It's not even hard and I can see it from here, wow I wonder how big he gets,' She enjoyed the image a little longer before walking up to the shower and opened the glass door.

"Here's your towel."

Peter jumped at the sound of the voice and turned out of instinct, he hadn't expected Carol to actually bring it to him let alone standing there naked. He couldn't help but look at her in her naked glory, her costume really didn't hide much with her figure. He could see her toned body more clearly as she kept in shape but still had a very feminine look to it. Her breasts were tipped by a pair of small light pink nipples, he also noticed she kept herself very smooth between her legs.

"Uh…you're naked," Peter mentally slapped himself for saying something so stupid and obvious.

She only smiled at him feeling a little uneasy but noticed how he looked at her, almost like he was drinking in her naked body and she was just as eagerly looking him over. She also noticed that his penis was getting harder as he looked on. Peter seemed to notice where she was looking and quickly turned around.

'Damn it can't you stay down just once?' He couldn't believe he was berating his own dick although he really was getting turned on for some reason. It couldn't be because he hadn't have sex in awhile, hell this entire week he had already had sex with two of his ex-girlfriends. He felt slender hands rubbing his shoulders that was soon followed by a very feminine body pressing up against him. He had to suppress a groan as he felt her pressing against his back, he could feel her breasts and they felt great.

"Sorry if this is fast," She told him as she wrapped her arms around the front of his torso. "It's just that, for the longest time I've liked you and every time things seem to go somewhere, well things get in the way. We never even got to finish our only date and never got to go on another one."

"You wanted to go on more?" Peter really was having a hard time thinking straight. He was so hard now that if this dragged on any longer he might just blow his load from her touching him.

"I do, I even thought of asking you out a few times," she sighed as she started to caress his body. "But then things get busy for us and I've never had good luck with relationships, especially lately."

"I know that feeling," he replied. "And honestly I always wanted to go on more dates with you. You're fun to go out with…plus you're one of the most beautiful women I know." That last part wasn't a lie, if he had a top ten, she would be on there with room to spare.

She smiled as one her hands went down lower, "You're also a very handsome man, you know we never did get to dessert on our date." She lightly gripped his member making him groan as her soft hand wrapped around it and lightly started to stroke him.

"I do like dessert," Peter groaned from her hand job. He reached behind himself to feel her thighs and hip one of his hands managed to find her firm ass and gave it a squeeze. She moaned a little as she ground her hips against him.

She had enough of the teasing as she turned him around and gave him a deep kiss. He kissed her back holding her close against himself as their tongues started to duel each other in their mouths. Soon he pulled her in fully into the shower as both of them were now being belted by the hot water. Their hands caressing each other, exploring each other's bodies. Peter felt his dick being pressed between himself and her body, one of his hands went down to test one of her breasts. They certainly felt full and very firm. He kissed her neck as his hand went lower to get his fingers run along her slit.

"Oh Peter," She moaned from the attention on her neck then she felt his fingers teasing her pussy lips as her hips moved wanting more. Then after a few seconds Peter pushed them into her body as her inner walls wrapped around the digits.

Peter could feel how hot and warm she was and although she was already in the shower he had a feeling the wetness he was feeling wasn't from the water. He experimented as he explored her insides, trying to see what worked and what didn't. He spread his fingers making her inner walls spread out making her moan in appreciation as she caressed his back a bit more roughly. He slowly used his fingers to stroke her inner walls in different areas and given how her hips were responding he was finding some good spots.

She gently pushed him back a little as she smiled at him with her eyes filled with passion. She kissed his collarbone and slowly went down caressing his front and kissing her way down until she was on her knees. Now she was faced with his erection as one hand took the base and slowly put the tip in her mouth.

"Oh yes that feels good Carol." Peter sighed feeling the warmth of her mouth and tongue. She got at least most of him inside of her as he felt it reach the back of her mouth, the tip pressing against it.

Carol couldn't get him all the way in but she did her best anyway, she moved her head back and forth as she felt his hands in her hair helping to gently guided her actions. Her hand matched her movements as she jerked off what she couldn't swallow. She felt his dick pulsing but she didn't want him to cum just yet, she let it out of her mouth and gave it a long lick from base to tip.

"I'm glad you're shaved down here," She told him looking up at him. "Nothing really gets in the way then pubic hair."

"Well I've been told something like that plus it's kind of the style these days." He admitted although he did sometimes allow a little growth just nothing that would get in the way of a woman giving him a blow job.

"Yeah I remember when it was I didn't have to shave at all, then I trimmed it, but now I keep it all smooth," She got up and caressed the smooth skin around her pussy. "Although with my new costume I really got to keep it shaved down I really don't want anything to show."

She rested against the wall as she spread her legs looking eager at him. "But enough small talk, I want you in me and I don't think I can wait."

"I don't think I can wait either," he gripped his dick and lined it up with her pussy, she helped to get the head in and when he pushed himself in she moaned at the feeling of him going inside of her. She rested the back of her head against the smooth surface as Peter adjusted himself and started slow strokes.

"Oh god that feels so good in me," She moaned holding on to him.

Peter took hold of one her legs raising it up and hooked an arm under her knee as he lined himself up. She helped to guild him as she groaned feeling him fill her up for the first time. It had been awhile since she had a cock in her and Peter filled her completely. She placed her arms on his shoulders and wrapped them around the back of his head as Peter made slow movements.

She just had to use just a bit of her flight powers to keep her steady but Peter seemed to holding her just right. She moaned as she felt his warm prick inside of her body pushing her inner walls with every delicious thrust into her. She held him close as she moaned his name and started to kiss his wet neck.

Peter really had no idea why all of a sudden his love life had taken a giant upsurge but at the moment he wanted nothing more than to continue having sex with the blonde bombshell he was with. He didn't know why but wet women were always so damn sexy to him. He could feel her becoming lighter and knew she had to be using her powers to keep her stable. This certainly would be helpful, the times he had had sex in the shower in the past it wasn't like in the movies.

You had to be careful not to slip and sometimes it could be cramped but thankfully these showers were built large enough and his feet were sticking to the ground despite how wet it was. He could feel her breasts pressing against him as he heard her moan with every thrust.

Carol couldn't believe she hadn't done this before with him, it was like a scene out of a movie having sex in the shower. She remembered trying it once before long ago before she got her powers with an old boyfriend in university. He had slipped and both of them fell hard, which pretty much killed the mood for both of them. This time however it was working, the way she was raised up by him only to let gravity take her down as she was impaled onto his cock. The feel of his hot and hard flesh rubbing against her inner walls, how she stretched her out how he hit all the way to the depths of her core.

Every thrust made her moan out as she gripped him hard but still tried to not crush him, it was a thing she had to learn about her strength in the thralls of passion she could literally crush a normal man. Thankfully Peter was a bit more sturdy than the average man but she still controlled herself somewhat. But it was so tempting to just let go, she felt her back sliding against the smooth surface of the shower listening to Peter's grunts as the warm water and steam filled the small chamber.

"Oh god Peter you feel so good in me," she moaned.

"I can't believe we never tried this before," Peter grunted. "God you feel so tight, I never had sex with someone with powers before now."

"Really?" She flexed her inner muscles making him groaned out as he stopped for a moment. "Hey don't stop just yet I'm almost there."

"Sorry but if you keep doing that I'll cum inside of you."

"Oh sorry," She did have the morning after pill but those things weren't fool proof. "Go ahead, just warn me when you're going to cum."

"Got it," he started up against thrusting a bit harder into her making her moan out even louder. By this point Peter got the idea that Carol was what you would call a 'moaner' she wasn't one to yell out or grunt just moaned as she had sex. He kept it up until she started to make these high pitched sounds he thrust up at just the right angle and found the spot that really set her off.

"Oh god, oh fuck, right there, just a bit more right there!" she moaned out and after a few more she gave a quick gasp as her mouth hung open silently for a moment before letting out a long drawn out moan. Peter felt her tighten up and knew she had cum in that moment. He still kept thrusting but he wasn't going to last any longer.

"Carol I'm close," he told her.

"Pull out and let me finish you off," she told him as he did so she got to her knees and using her breasts she wrapped them up around his penis as it was so very warm now. She sucked on the tip and it only took a few seconds for Peter to cry out as he felt himself release. Carol felt little of his cum in her mouth as she kept it. She took as much as she could and then pulled it out letting one shot of his sperm hit her chest. She turned her head to spit out the cum into the water.

'Guess she doesn't swallow,' Peter figured since not all women liked to have cum in their mouths let alone swallow.

After that they spent the time cleaning up, rubbing each other with soap to help clean each other as they spent the time enjoying the feel of each other's bodies again only this time it was a longer more in-depth examination. Carol made sure her mouth was rinsed out and that any cum on her body was washed off. By the end they turned off the shower as the room was already very steamy. Carol took his hand as they dried each other off Peter held her close kissing her as she eagerly kissed back when they had finished drying off.

She felt something very familiar poking into her and looked down to see him hard again. "Ready for another round I see."

"With such a sexy women in front of me I can't really help myself," Peter told her.

"This time let's try somewhere more comfortable," She took his hand and let him to the bedroom. She let go as she went to her drawer and pulled out a condom as she placed the tip of the package in her mouth grinning at him as she sat on her bed and crawled backwards using her body to entice him to join her.

Peter wasn't one to let an opportunity like this pass up as he crawled on top of her taking the package with one hand and then kissing her. With his free hand he caressed one of her breasts squeezing it just hard enough to make her moan in his mouth. She reached down as she caressed his dick she couldn't wait to feel him inside of her again. She then felt his hand leave her breast and although she would have liked him to keep at it when she felt his fingers caress her slit she forgot all about her breast.

Peter slipped his fingers in as he started to pump them in and out of her body, he felt that she was still very slick as her warm folds seemed to swallow his fingers up. The wet sucking sounds her pussy made was only drowned out by the sounds of her moaning. He groaned as he sucked on her neck as her stroking started to increase, if she kept this up he was going to cum all over her.

"Carol are you ready?"

"God yes," She smiled at him as she watched him get to his knees as he opened the package. She saw him starting to slip it on as she turned away from him getting on her hands and knees. "I love it in this position."

"Got it," Peter lined himself up as he felt his condom clad dick slid against her opening. She reached back under herself to help guide him inside of her body as both enjoyed the sensation of him filling her up once again. Peter had to admit that sex with a condom didn't feel as good as it did without it but he also knew that it was necessary. The only times he came inside of his old girlfriends such as Mary Jane, Black Cat or Charlie when they said it was a safe day or when it was only blowjobs or anal sex.

Still even with the condom on he could feel her pussy gripping him as he pushed himself all the way in. He gripped her hips as he started with slow thrusts as she pushed back to meet him but she started to notice something.

"Peter I'm not made of glass you can go all out if you want." She told him looking back at him as she noticed that he didn't seem to be going as hard as he might could. She guessed that he had never had sex with someone with super strength before. She had done it with men who were super strong such as Simon so she knew how hard she could take it.

Peter was used to holding back in sex, given that hurting his partner was kind of a major turn off, even at his most rough he always had to hold back. But he suddenly realized that with Carol he didn't have to, he hadn't been able to go all out in sex since, well ever. He had gotten his powers before he had sex so this was going to be a new experience for himself. He gripped her hips a bit more sturdy as he stared to fuck her with stronger and stronger thrusts.

"Oh yes just like that Peter, fuck me, you don't have to hold back just fuck me." Carol moaned out as she was starting to enjoy Peter fucking her. He was starting to let go as she felt his hips slapping against her shapely ass harder and harder making her moan out even more as his dick pushed against her inner walls.

"Oh god you feel so good," Peter said as he started to let loose more and more until he was thrusting as hard as he could into her. The slap of his hips against her ass filled the room with their moaning and the rocking of the bed. With their strength the bed was soon banging against the wall, normally Peter might be worried about breaking the headboard or the wall but at the moment he didn't care. For the first time in his life he would fuck a woman without worrying about breaking her hip or something.

He groaned as he thrust in eagerly as he watched her rocked against him. Her fists gripping her bed sheets as they twisted in her hands as she rocked back against him.

Peter used one hand to grope her ass feeling the firmness of it as he ran his hand up her spine her long mane of blonde hair was all messy along her back as it was still slightly damp. He leaned forward to reach under her and grab one of her large swaying breasts loving the feel of it as they continued on to have sex.

Carol was really enjoying herself as she thrust her hips back to meet Peter, she hadn't had a good time like this for awhile. She was really wondering why she had never done this before, Peter felt great inside of her and he kept on caressing her body, like he was trying to find all of her erotic spots on her body. That was a good sign to her as Peter really was trying to give her as much pleasure as he could.

She reached down between her legs as her fingers found her smooth mound, she soon found her clit as she started to rub it fiercely. It sent a jolt of pleasure through her as she moaned out loudly as she was getting close to cumming again. Her hips increased as she was getting closer and closer to her climax.

"Oh god Carol I think I'm close!" Peter cried out.

"I'm almost there, just hold on, please hold on for just one more second!" Carol was rubbing her clit even faster now wanting to cum before him. She ached to cum, she wanted to cum so much that she felt like she might break if she didn't but suddenly she felt it, she felt her orgasm finally reaching her.

"OHHH GOOOOD!" Carol cried out as she tensed up from her orgasm.

Peter couldn't take it anymore as he gave a few more thrusts into her before groaning out himself as he felt himself cum into the condom. She went limp as her ass was still stuck up in the air as Peter took a few panting breaths before pulling out of her. She moaned a bit feeling him leave and twisted to rest on her side as Peter fell onto his back next to her.

"God that felt good," Carol sighed in contentment. Why hasn't she done this before now? It seemed silly but that had been great sex, plus it had been awhile for her as well. The last time had been with Wonder Man back during that whole Registry Act and the split in the hero community. That hadn't lasted long and although fun it hadn't been what she needed. She felt Peter shift as he draped an arm around her body pressing into her back, she could feel his slim but strong frame and also the wetness of the used condom pressing against her ass.

She didn't care as she just sighed in enjoyment, amazing how when she first met him she thought he was nothing but annoying but as she got to know him she saw the real side of him. How no matter what he wanted to do the right thing, despite what some people said or thought about him. He worked hard as a hero and that was something she came to admire about him, that and his humor started to grow on her. After all the crap she had to deal with in her life which had actually drove her to become an alcoholic for a time, Peter was someone that could brighten her day.

"We should do this more often," Carol told him feeling content as they were just there naked and together.

"The sex or something else?" Peter asked her as he was wondering where she wanted to take this.

Carol thought about it for a moment, "How about we take it one step at a time then." She wanted to really build something up and not just have mindless sex with a teammate now and then. But given her wreck of relationships lately she just wanted to really take her time with this.

"I can live with that." Peter said wondering how in the hell he had gotten himself into this. He really wasn't sure how it was that women kept throwing themselves at him and him just diving right in, it didn't used to be like this, hell it was never like this. Maybe it was karma? All the good thing she did and all the crap he dealt with was making up for it all with an increased in his sex life?

He felt himself starting to get slightly hard again as he pressed up against the naked beauty, well whatever was going on he would think of it after to see if he could get Carol to start that sexy moaning again.

-Somewhere in the Tropics-

In a tropical paradise a certain red headed goddess had been sun bathing, naked of course as she didn't like tan lines. She was currently sitting on a sun chair shades on her eyes although her eyes were closed she had been watching from a distance her new favorite human. The area was a beach as she had wanted to get some relaxing done, when she noticed her spell kicking in. She felt the sexual energy started to feed her from the spell as she was curious as to who it was that Peter was with now.

Using her Sight to look to where the spell was she had caught the little shower scene and later the bed. The sexual energy had been delicious and she was wondering if maybe a little bit more power into the spell might help. She had 'feed' off sexual energy in the past like this but it had been awhile since she had enchanted someone with a mystical link. It made the sexual energy transfer oh so ripe with power.

She smiled as when she was done here she might take a bit of a visit back to New York and see what trouble she could stir. She reached over and grabbed a bottle of sun tan lotion as she slowly started to put it on her naked body. Although she didn't burn like mortals the feel of it being pressed into her skin was what she was getting at. The energy she could feel coming from Peter and the blonde woman as they started up a third time came to her as she started to rub the lotion into her large breast. She lathered them up sensually and slowly, taking time to roll her fingers across her erect nipples.

Looking down she lightly ran her hand through the short dark hair of the woman currently between her legs eating her out. She didn't know the mortal's name, honestly she didn't really care about most of who they were. She had taken a little look into the woman's soul, she was here on vacation to loosen up, she had led a boring life, not very adventurous and had been a cold fish in bed unsure of herself or her sexuality.

Well Aphrodite was always up for a challenge although it didn't take much to unleash the hidden desires of the woman. Her fantasies of being with men, woman even multiple partners but always too scare to dive into it.

"You have a talented tongue there you should really enjoy yourself more."

The woman looked up blushing, "I have no idea why I'm doing this…I never do things like this…" She felt the heat all over her body begging her for release.

She caringly stroked the woman's face. "Now no need for that, it's only natural to follow your desires." The goddess looked to her left as she saw two young and viral men approaching they hadn't seen the lesbian show yet but the goddess licked her lips. "Now how about we really put on a show for those men and see if they want to join us?"

The woman looked to see them and she wanted them, she had images of both of them using her body as she felt her pussy dampen. "Okay."

Aphrodite would laugh if it didn't break the mood, sometimes being a goddess of love was a lot more work then what you thought as one of those men would end up dating the woman and opening her up to future relationships. It was a job however that she really enjoyed and threw herself into.

Next up Chapter 5: The Mutant

The Spider and the Goddess

Chapter 5: The Mutant

Peter was currently in his personal lab at Horizon Labs, the past week had been very odd so he had been in his lab all day just trying to relax and not think about sex. Besides at least with science he could focus on that and not think about how much trouble he was going to get into if either MJ or Carol figured out he was dating both of them. Black Cat most likely wouldn't care as long as she got some sex on the side he knew but at least that wasn't something he had to worry about.

'God damn it, here I am thinking about it again,' he mentally sighed. 'How did things get like this? I'm not the kind of guy that has a woman in every port. Maybe I should talk to Tony and ask how he does it. Then again maybe I don't want to know.'

He had been working on some new tech designs for some new gear he would wear as Spider-Man when this happened. He figured that keeping his mind on some work would help get his mind off what was going on. So far this week he had sex with two ex-girlfriends who were apparently sex friends now, and he could also put in a teammate for that with Ms Marvel one of the most powerful females on the planet. It just seemed kind of odd to Peter but then again his life has never been anything but normal, maybe this was backed up karma with all his train wrecks of relationships coming back.

Well he just hoped things didn't get too crazy, he wasn't sure how to even deal with the three ladies in his life at the moment. There was a beeping noise from his door, someone wanted to see him so Peter put his equipment down and opened the door. Standing there was his boss Max Modell , the CEO of the company. He was an average size a bit older with red hair and a beard with small glasses framing his face. He was also one of the friendlier people Peter knew, if there was ever someone that was a good soul it was this man.

"Peter glad that you're in, are you busy?" He smiled at him.

"Not really just tinkering with something," Peter shrugged.

"Good come with me will you," He lead the way as Peter followed him. The halls seemed a bit busier than normal than again when you were in a place that was like a collection of mad to eccentric scientist, gave them a budget and told to 'go nuts' you'd expect some excitement now and then.

"Well you know Peter we've been working with the education board to help inspire young students to pick a field in science. They have been going around to various groups and we decided to open the doors today." Max told Peter.

"Uh…I don't remember anything about that," Peter tried to think was there something like that going on?

"You really should read the company memos more often," Max told him as they were walking to the large entrance. "Well as you used to be a science teacher I was hoping you wouldn't mind helping out with today."

"Yeah sign me up," Peter felt a bit more upbeat although he hadn't been a teacher long as his old high school he had liked the job change and there was just something satisfying about teaching young minds and opening them to new possibilities.

"Although I do have to ask you aren't against mutants are you?"

That question took Peter back, "No I have nothing against mutants, why would you…wait these students that are showing up are they from Xavier's?"

"Actually I believe they renamed their school to the Jean Grey School of Higher Learning." Max corrected him. "But yes they are showing up today. I'm hoping we can show them that although they may be mutants they still have a future just like everyone else. I've certainly never cared about little things like that, I would be a hypocrite if I did after all."

Peter nodded, Max was openly gay and he was one of the least discriminating person Peter had met, then again given his last boss that wasn't a hard thing to accomplish.

When they got to the lobby Peter noticed a group of students some looked like your average students while others were obviously mutants. The girl with the silver skin and red hair for instance was one such person. There were three adults that Peter knew and worked with many times. There was Hank the giant blue catlike person whose mind in Peter's opinion made him one of the most intelligent men on the planet.

There was Kitty there, the small brunette might have passed for a student herself given her small size, the other was another woman. The white and brown hair was a familiar sight of Rogue, from what he remember she had regained the ability to touch but lost those powers she got from Ms. Marvel. He wasn't sure how Carol currently felt about the woman but he didn't think they hated each other at least not outwardly, but there was a lot of history there.

He was so used to seeing them in costume that seeing them in normal clothing was a bit odd, plus there was that fact that although he had met them as Spider-Man many times they had never really met Peter Parker before.

Max made the introduction as Peter played the part of meeting them for the first time shaking their hands, he nearly paused at Rogue's hand but took it. He had to admit that up close she really was a beautiful woman. Her green eyes were a different shade than MJ's and the skirt and blouse really complimented her looks. Although he kind of missed that skin tight green and yellow bodysuit she used to wear.

'Damn it Peter knock it off,' He mentally chided himself. He had three other women he could look up if he was hard up for some company and he didn't need to complicate things again.

Rogue looked over their guide, he was a decent kind of guy, just a little taller than her if she had to guess maybe an he had an inch on her. He had short brown hair and hazel eyes, he was kind of nice looking the kind of guy that you could bring home to mother as the saying goes. But then again given who her mother was that was something she had no plans on ever doing. Hell she was still pissed at her mother for the last time she had betrayed her and everyone.

She pushed those thoughts aside as she had a job here. She really needed to get out more but honestly it wasn't like she had a lot of experience going out to date.

"Hey I'm Peter Parker nice to meet you all." He greeted them and she didn't take any notice of any of the usual flags that he might have something against mutants and hiding it. That was good, the whole reason behind this was to show kids that there were great futures for them in places that didn't have much prejudices against mutants.

"Hey I'm Katherine Pryde but you can just call me Kitty," Kitty spoke up. "This is Hank McCoy."

"Pleasure to meet you my good man," Beast nodded his head adjusting the glasses he had on.

"Well then I think starting with the zero gravity lab might be a good start?" Peter knew it was a safe place and there was some cool things to get the kids attention. That what the most important thing you had to really capture it right off the bat.

"Sounds good to me," Max smiled as Peter led the group on.

Peter started with the tour to some of the labs that were safe as he showed off some of the cooler stuff. Like the new holographic technology they were making, then to the anti-gravity experimental lab and a few others. Peter answered any and all questions they had and really got interested with how Peter interacted with the kids. Making the learning fun for them and even joking around with them.

What no one could see however was a certain goddess was among them, she had gotten bored and decided to see if her new interesting human was going to find a new woman. So far it had been a couple of days since the last time she felt her spell kick in and she was wondering what was taking so long for him to get with either a new woman or one of the other ones. She was in some kind of lab and she was bored, science was more her husband's thing really she never could get into this stuff.

However the mutants were interesting to her, she was aware of such mortals since their existence and to have so many young people about was always fun for her. There was nothing more easy to get worked up than hormonal teenagers. Although that might have been fun there was one thing that did get her attention. That was the woman with the brown and white hair, taking a closer look at the woman she was like a bottle filled with sexual tension.

Taking a closer look into the woman's being she could see a near lifetime of sexual repression but not of her own choosing. Having spent years without physical contact, all the lonely nights alone having to deal with any urges herself. There were a couple of lovers in her past though, apparently she had regained the ability to touch but hadn't had any time to really experience it. To Aphrodite that was a true shame, checking the spell on Peter she could feel a subtle pull there like a mutual physical attraction but the spell only amplified emotions and got rid of inhibitions.

The goddess smiled as the only thing that was needed here was a little push. She stepped behind Rogue totally silent and invisible to every mortal eye as she reached out and with a finger traced down Rogue's spine.

Rogue gasped slightly feeling her spine tingle, she looked around thankful no one had noticed feeling slightly embarrassed. She felt a little warm but she tried to push it off, she was trying to pay attention and make sure all the kids didn't get into trouble. Then she felt her breasts started to tingle, she had no way of knowing a goddess was gently rubbing them. Rogue crossed her arms feeling herself warm up as she was wondering what was going on with her. Sure she had been sexually frustrated in the past but this time it felt a lot more potent.

They walked into a lab of one of the employees, a large blonde haired man in a Hawaiian shirt named Grady Scraps as Peter did the introductions. Rogue wasn't paying much attention as her body was driving her crazy. Of all the times she had to get like this, this was the worst moment for her.

She was so lost in her own thoughts that she didn't noticed that when she stood near a row of glass canisters that one of them suddenly fell over, the top popping off as a purple liquid splashed onto her arm.

"What the-what is this stuff!?" She went to touch it but Grady called out to her to stop suddenly.

"Let me see that first!" He rushed over for a large guy as he checked which canister had knocked over.

"Please tell meh that this isn't goin' ta kill me." She said now getting a little afraid.

Grady sighed, "No worries this is a new ink I'm working on that doesn't stain. This however is the opposite, it stains too much, it's most likely on your skin now."

"What!?" Rogue pulled up her sleeve carefully as she now had a large purple stain on her arm. "Damn it, how hard will this wash off?"

"Uh…"

"Grady?" Peter asked him knowing something was up.

"Well it can be washed off but you'll have to do it right away or else it could be…permanent." He explained.

"Ah am not goin' around with a purple spot on mah arm for the rest of mah life!"

"Hold on, Grady what's in that stuff?" Peter asked as Grady explained. Rogue couldn't follow it but Hank seemed to be nodded as he listened in so that was good enough for her. She looked down worried that time was running out.

"Okay I got that in my lab," Peter paused and looked at Rogue and then at the rest. "Hey you think you can take over for a moment?"

"Huh, oh sure yeah man least I could do," Grady looked at the canister. "Man this is weird this thing was sealed the top shouldn't be able to just pop off like that."

"Just another mystery," Peter told him gently leading Rogue away. "Come on my lab isn't far."

-Peter's Lab-

Peter got out the chemicals he would need to remove the stain on Rogue's skin. He had her roll up her sleeve and placed it under the sink for some running water. He came over and started to apply a mixture to her arm.

"Ya think this will work?" Rogue asked hoping her arm wouldn't have a permanent purple color spot on it now.

"It should we got to it soon before it could set in," Peter assured her as she took a sponge and started rubbing the skin.

Rogue was thankful that he was being gentle she was afraid he would have to scrub her skin raw. Looking at her skin the coloring on her skin was slowly coming off. She cast a look at him, he was kind of cute up close. He was also nice and good with the kids which was a plus in her books, normally when she met humans they tended to be a bit more hostile to mutants. He was a lot different than what she was used to, hell given her insane life meeting nice normal people was a rare thing.

"Good this seems to be working and it's not turning bright yellow," Peter said.

"What!?"

"Just kidding," He smiled at her.

Rogue let out a breath, "Not funny," although she was smiling herself.

"Nearly done," He told her as he got nearly all of the coloring off. "You know if you don't mind me saying you really have nice skin. It's a good thing it's not going to get this permanent mark it."

"Ah take good care of it, have for years really since ah had to cover up a lot in the past." She remembered some of the problems that came with always covering herself all the time. It was the worst in summer. Her skin would dry out sometimes so she had to moisten herself. But it was nice that he noticed.

"Ya got nice hands as well," she replied. "They seem kind of strong and a little rough for a science guy."

"I…used to do a lot of photography, usually action stuff." Peter tried to explain other than saying that he was a superhero that usually had to punch things or people that could throw cars around like softballs. "Things got a little hairy sometimes, given that we live in New York and you know how things can get here."

"No kiddin'," Rogue knew full well all the insane things did get in this city. "So now you're doin' this?"

"Well I was a teacher before for a time but things didn't work out," Peter shrugged. "So I know how it is trying to get kids interested in learning for this generation. Well I think I got it all but that blouse will have to be cleaned soon with this or else you might as well throw it out."

Rogue bit her lip she really liked this blouse she didn't get to wear it much and if she could save it then she would hope to. But the only way to do that would be to take it off but could she just take it off for a total stranger? Well he was a nice guy, plus he was also kind of attractive. She paused at that last thought, she really could use a good lay it had been way too long. She hadn't had sex in over a year, with things like not being able to touch, then Gambit and her breaking up yet again when she could touch she never had any kind of boyfriend or lover.

Okay sure there had kind of been this thing with Magneto for a time but honestly that never went anywhere and looking back on it he was just too old for her. But right here was this cute guy who was just a normal guy that was smart, funny, good with kids and didn't seem to hate mutants. She felt her spine tingle again almost like someone was gently caressing her nerves as she thought about Peter.

"Well…can ah trust ya?" She said feeling herself heat up a little.

"Of course," Peter blinked and then was surprised when she started to unbutton her top. "Whoa you mean you want to do it now?"

"Ah know but ah want ta save this, ya said ah could trust ya right?" She saw him nod as she continued feeling slightly nervous. She took off her top as Peter got to wash the garment.

He tried not to look but he couldn't help it as she rubbed her arms feeling exposed as her breasts were bare except for the green bra that she wore. It wasn't anything special but from her upper body he could tell she kept in shape. No body fat at all on her and she was very gorgeous. But he felt like she was a little exposed.

"I feel like I have an unfair advantage here," Peter said trying to break the silence. "Well I could even things out if you wanted it. Take my shirt off so at least we both will be uncomfortable." He joked figuring it might be a good ice breaker.

"Alright."

Peter paused looking at her to make sure she wasn't joking.

"Hey ah'm here in my bra, tha least you can do is strip yaself."

Peter wasn't sure but he did offer, with a shrug he got out of his shirt placing it on the table. Well he figured at least both of them were uncomfortable now. Although he couldn't help but steal glances at her, she really had a fine figure. Rogue licked her lips when Peter took his shirt off, for a science geek he was really built.

Not bulked up like Colossus but he was a more slim and athletic form that made her feel even hotter. She really hadn't been laid in awhile her hormones were driving her nuts. His back was just as nice as she could picture herself running her hands over it. Before she knew it she was right next to him looking at her blouse as he finished.

"There we go just let it dry and it should be good," Peter said showing her the stain was completely gone. Then he paused at looking at her, her lips looked so inviting and those green eyes were so deep and filled with emotion. She was looking back locked into his stare as she liked his kind brown eyes.

"So ah know this is sudden but have ya ever thought about mutants before?"

"In what way?" He asked.

"Well…maybe…sexually?" She blushed she couldn't believe she was doing this it was like all her inhibitions were gone as her body burned with desire and it only got hotter as time went on.

Peter had thought about it, what she said. All the X-women were beauties that wore skin tight costumes some more revealing than others. "Yeah I have and I have to admit, you're a beautiful women Rogue."

"You're kind of handsome yourself, Peter." She leaned in as she kissed him. It was a little light kiss as they pulled back and for a split second they just looked and suddenly they were making out. They pulled each other in close as she felt his tongue on her lips. She opened it and let his tongue invade her mouth, she loved the feel of his skin on hers his hands on hers and her hands on him.

Rogue moaned into his kiss while he was above her she pulled up one of her legs and rubbed it against his side. He really was a good kisser and it had been so long since she had any sexual experience. She didn't think she could stand anymore as she reached down for his shirt and started to pull it up. Peter helped her to get his shirt off and she stared at his chest.

She ran her hands over his naked chest liking what she had been seeing and they felt just as good as she hoped it would.

"God you must work out a lot," she said out loud.

"I get a good workout most days," he told her although he wasn't going to say it was from swinging around the city fighting crime. He grabbed her ass holding her up as she wrapped her legs around him. Her body was grinding into him as he felt her body against his growing erection. He squeezed her ass it was a nice ass as he quickly used his mouth to attack her neck.

"Oh god, ah hope ya don't think nothin' bad about me, ah don't normally do this kind of thing," she moaned at his mouth found a nice spot on her neck.

"Don't worry, I just hope you don't think I make it a habit of having beautiful women jumping me at work." Although that did bring up the memories of MJ, Black Cat and Carol, well at least none of his co-workers here had jumped him but he was really starting to wonder just what was going on with his life lately. Did he start using a new cologne or something? Did he develop some kind of pheromone power like Spider-Woman? Or was his luck finally turning around?

He really didn't know all he knew was that he had this southern sexy mutant in his arms.

"You really are strong," Rogue purred at how he was holding her up without much effort.

"Told you I work out," Peter grinned as he placed her on the table. "But let's try and get more comfortable."

"Ah know where to start," she reached behind her as she undid her bra letting it fall as she leaned back sexily.

Peter could only eye her large breasts finally free, she had large nipples with large areolas they weren't too big but they were bigger than any other woman he had seen. He leaned forward to kiss her as she wrapped her arms behind his neck leaning back as Peter was half on top of her. They stayed like that kissing and running their hands over each other. Peter managed to reach up with one hand to fondle one of her breasts, they were very firm as she moaned when he squeezed it.

Peter couldn't take it anymore as he kissed down her neck to the valley between her breasts as she ran her fingers through his brown hair. She moaned as she gently rubbed his head and when he finally got to one of her nipples as he placed it in his mouth she arched her back with a cry. "Oh god yes."

"Like that huh?"

"Ah…ah got sensitive nipples," she told him as it was true whenever she pleasured herself her nipples were always so sensitive.

"God you really have a sexy voice you know that?" Peter told her before attacking the hardened nipple again this time licking it and given little tests to it to see what really worked.

"Thanks, oh god yes! Just like that!" She cried out as he sucked on her nipple. "Ah love that!"

Peter sucked even harder making her squirm with excitement as his other hand went to play with the other hardening pink nub. She cried out holding his head to her breast pulling him in, he took as much of her breasts into his mouth as he could and sucked driving her wild. He started to knead the twin going slightly harder to see what her threshold was and was surprised by how hard she liked her breast groped.

Eventually he had to taste more of her as he let go of her breasts and started to move down her body.

Rogue wasn't sure where he was going at first, he had been kissing down her stomach as he pulled off her panties. They were dripping wet by this point and she was glad to get rid of them. She felt it slip down her legs but then he moved her legs apart and placed his head between her thighs.

Peter was surprised to find that there was a little hair down there in a little strip. Not only that but he found a white streak on it as well. "Well haven't seen one of these in a long time."

Rogue blushed knowing what he was talking about, "It's less trouble to keep a little trimmed instead of tha whole thing shaved."

She could feel his warm breath on her neither regions she was already getting wet from him working her up but was he wasn't moving away from there.

'He can't be doing that can he?' she wondered but soon felt his tongue on her slit. She moaned at the contact. She had never had a guy go down on her before, she had only two sexual partners in her life. The first Sentry she had only a few times before he was married and he had been the only hero to be able to touch her. It had only been a few times but it had been her first time with him. Then there was Gambit, he had been a very experienced lover back when she lost her powers for a time. He had ever done this though, sure he used his fingers to pump into her and work her up to an orgasm but never used his mouth.

"Oh gawd that feels so good!" Rogue moaned out her hips bucking slightly.

Peter was glad she was enjoying this and to tell the truth so was he, her pussy was actually pretty good. There was no nasty after taste to it, plus he noticed that not only did she had large sensitive nipples but she had a large clit to go with it. He saw that it was already enlarged and gave it a like. The way her whole body jerked violently with her gasping told him she liked it. He started to focus on it as Rogue's moans turned to cries of passion.

Rogue was losing her mind, the things Peter was doing to her was driving her crazy as he attacked her clit and just when she though it couldn't get better he suddenly lightly sucked on her clit. That was it for her as her back arched as she cried out her hands dug into his hair, her thighs gripping his head in place as her hips kept thrusting as she came hard.

Peter was surprised by suddenly being drenched by her cum, he lapped it up as best he could as she came so much she was leaking all over. He had never seen a woman cum so much before and wondered if this was the kind of woman she was. He had heard that some woman could squirt and wondered if he could get Rogue to do that. Plus she tasted pretty good too, there wasn't any kind of nasty after taste, none of that bitterness that sometimes could show up. He dug in again as he continued to eat out her pussy.

"Oh god again!?" Rogue looked down wide eyed not sure if she could take another orgasm so soon. He placed her legs over his shoulders making sure she couldn't move around as she let her head fall back staring at the ceiling moaning as he continued on with his work. She felt him use his fingers this time and it was driving her insane with pleasure.

Was this how it was all the time for oral sex or was he just really good at it? She lost her train of thought as her hips started to buck against him. She felt like she was drowning in pleasure if such a thing was possible. Her voice cried out not carrying if anyone heard her, although what she didn't know was that the labs tended to be sound proofed to protect experiments sensitive to sound. Her voice wailed as Peter dove her to heights of pleasure.

Peter would have eaten her out even more but he wanted to see her, he stood up but continued to pump his fingers into her body. She squirmed on the table her skin hot and flushed as her thighs clamped down on his hand her moaning and crying out.

"Let it out Rogue, I want to see you cum," He told her.

"Oh god-oh god-oh gawwwd!" She cried out. Then Peter pressed his thumb onto her clit and her eyes widened as her orgasm came crashing down. Her body jerked as his fingers continued pumping and to his surprise she screamed out as her whole body tensed up and liquid squirted out of her pussy drenching his hand and wrist. He pulled out seeing her give a squirt of her own fluids onto his floor as she fell back onto the table.

After a moment she relaxed as he mind had actually gone blank for a moment there. She took deep breaths as her body felt completely limp. She had never came that hard in her life and shuddered at the feeling of it. Her whole body tingled as her pussy had this pleasured warmth to it now.

Peter stood up looking down at the partially clothed beauty, her breasts heaving like they did was very erotic and his pants were already feeling very constrained. She really had a great body, not an inch of fat on her body most likely all that training the X-Men put themselves through paid off. Although her skit was pushed up to her waist there was so much cum leaking out there was a huge wet spot on his desk now. That was going to take some time to clean up later as he looked at her spread out form almost inviting him.

She looked at him and smiled as she spread herself a bit more holding onto her thighs, "Well don't just wait there sugar, I think ya deserve a little somethin' yourself."

"I do so love southern hospitality," Peter undid his pants and pushed them down with his boxers.

She got a good look at him and felt her excitement, he was bigger than she thought. He had an inch on Gambit that much was certain although he was a little smaller than Sentry had been from what she remembered a few years back. But it was still a really good size and she couldn't wait to feel him inside of her.

Peter paused as he looked around suddenly, "Damn it I don't have a condom around here." He meant to buy some after work and keep a couple in his wallet given how things were going but then this had suddenly happened.

Rogue was happy that he was thinking ahead but she really wanted to feel him inside of her, plus she never liked the feel of condoms. Sure she used them a few times in the past when she needed to but it was just something about actually feeling the guy blow his load into her body that felt so intimate to her. Still today might not be a good day, she was sure she was on a safe day but it was getting kind of close to the end of that safe window.

"Just pull out when ya cum," She told him. That was good enough for him as he took hold of his cock and lined it up with her wet sex. He pushed in and as soon as the head was in he then thrust in all the way to the base. Rogue threw her head back with a loud cry he certainly did feel large inside of her, it felt so good as she spread her legs out as far as they would go straightening them and holding them in place to get him in a far as he could go.

"Oh gawd Peter, I love how you feel in me!"

"Fuck you're so wet," Peter had to admit that when Rogue got wet she really got wet. It was very slick in her but she was so tight it was a great combination. He wasn't sure if she was this tight naturally or just because she didn't get a chance to have sex all that much in her life. Still he couldn't help thrusting into her body.

He was propped up by his arms as he looked down at her, each thrust made her body shift on the table, those lovely breasts swayed with every movement and those erotic sounds from her. She really did sound sexy with that southern accent of hers. Soon they got into a nice rhythm once he got that down he had to take another taste of those breasts.

He leaned down to capture one of her large and now very hard nipples in his mouth. Rogue cried out as the extra sensation sent bolts of electricity though her body. The way he felt inside of her, he felt so much bigger and he was so hard. Filling her core with every thrust, she felt his pelvis hit her clit sending powerful jolt of pleasure through her body. It also didn't hurt that she was still reeling from her last two orgasms.

She just held on to dear life and let this man fuck her brains out. She called out his name, called out to god, and just called out among her cries of passion. Peter returned that as he continued to fuck the women under him. He was sure there would be a puddle below them with how much fluids she was dipping. He could feel how wet his own groin area was from her as the room filled with the musky scent of sex. Still he continued on thrusting away as his chest crushed her breasts under him her fingers nearly clawing into his back.

Rogue's over stimulated body couldn't handle it anymore as she came again holding him close as Peter groaned trying not to cum inside of her. It was nearly a losing battle he was hard as rock and the way she gripped him even tighter when she came nearly made him blow his load right then. He was able through will power to hold it off but he was cumming and cumming soon.

"I got to cum Rogue," he warned her. "I got to pull out."

"My turn to return the favor," She told him as he pulled out. She dropped to her knees noticing how wet the area under her was but soon saw that large prick in her face covered in her own juices. Now this she had experience with as she eagerly took his manhood into her mouth. Gambit used to love this although she was surprised that when she tried to get him all the way she nearly choked. She wasn't prepared for how long he was but she made due.

It didn't long for him to reach his orgasm. He called her name as he threw his head back wanting to hold her head to his crotch to take every drop but after Carol he remembered not all women liked to swallow so he left it up to her. She didn't disappoint as she eagerly gulped down his load, feeling the warm fluids flow into her mouth she quickly swallowed. She make sure to drink every last drop of him licking his prick clean in her mouth to ensure he was done.

After she removed those lovely lips from his cock he leaned against the table as she got up and wiped her mouth.

"Well that was something," Peter panted.

"Yeah, ah really needed that," Rogue smiled as she hadn't felt that relaxed in a long time. She had been overly stressed with everything that had happened lately and maybe this was the result of all of it. She saw that he was still lightly hard as she leaned over the table sticking her ass out. "Ya know it might take awhile yet for my shirt to dry, ah wonder what we'll do until then."

Peter got behind her as he caressed her ass and placed his cock between her ass cheeks rubbing himself slightly between them. "I think we can think of a way to pass the time."

-Much Later-

The tour was over by the time Rogue and Peter caught up to everyone. Both had to clean up a little and Peter would have to clean up the lab later on but first things first. Rogue's top was clean and now dry and they got their clothing as best in order as they could. Rogue's skirt proved to be a bit of a challenge to get all the wrinkles out of it but if you didn't look too close it wasn't noticeable.

They finally caught up with the group as the tour was ending.

"Finally!" Kitty said seeing the two of them. "I was about to send someone to look for the both of you."

"Yeah sorry about that, took a little longer to get that stain off her skin and shirt than I thought." Peter made up the apology hoping she would buy it.

"Yeah," Rogue nodded and looked around. "So everything okay and everyone behaved?"

"Yep, all the students seem to like all the neat things they got here. Did you know they got these small portal devices like in that game here?" Kitty asked.

"Thought that was still experimental," Peter muttered out loud.

"Well it did have the result of turning the object thrown through it inside out," Hank chuckled joining them. "But it was still a marvelous experiment and I must say it's so good to see science given the tools needed to further itself here. In my early days I would have loved to have worked at such a place."

Hank looked around the facility as though he had found a second home, for a man of science like himself seeing all these men and women of science coming together and pushing the boundaries of knowledge spoke to him.

"Hey if you want to ever consult or drop on by I'm sure there's a door always open for you." Peter offered although he was pretty sure his boss would love to have Hank McCoy working here even if it was just now and then. The man was considered one of the world's leading experts on mutants and who knows what else.

Hank considered it, "A promising idea and one I shall think on but first I think it's time we corral the children and get them home."

"Yep, play time is over." Kitty said eager to get home and maybe just sit on a tub for awhile.

Rogue cast a look to Peter as she leaned in close.

"Hey uh…do ya want to get somethin' ta eat someday?" Rogue asked Peter when they were walking together as she ran a hand through her hair.

"Asking me out huh?" Peter smiled at her.

She smiled back, "we kind of did things a little out of order back there."

Peter scratched the back of his head, "Yeah that's for sure." Looking at her he couldn't help but see the hope in her eyes. Damn it, he was a sucker for women and he just couldn't say no to them when they gave him a look like that.

"I'd love to whenever you're free." He told her and the smile he got from her told him that this meant a lot to her.

After exchanging numbers Rogue left with a wink as she returned to her students and Peter went back to his lab. When he got there the place still smelled of sex and he sat down next to a table and suddenly just slammed his head into the table.

"I don't know what's going on but this is going to get complicated," Peter moaned as now he was seeing yet another girl. At this rate he was going to get busy trying to juggle all these women and it was starting to worry him.

Maybe he really should go ask for advice about this or something but he had no idea who.

While Peter sat there, sitting on the table where he had just fucked Rogue a certain goddess sat trailing a finger over the juices left behind. She licked it off the finger and closed her eyes, so much repressed sexual energy in that woman, her released was nearly as potent as a virgin's first time. Oh she hoped that one showed up again she was a real treat.

"Honestly you mortals shouldn't question things so much," She sighed at her new favorite mortal. "You wanted help with your love life so don't complain after when you get your wish. Just you wait my lovely little man, I'm having oh so much fun with this that I can't wait to see whose next for you."

She got the feeling that this man had plenty of women in this life, some already had feelings, some were interested. Maybe a few might need a little push in the right direction but he really did have a gift if only he knew how to use it correctly. Well that was why she was here now, she couldn't wait to find out just how many more women orbited his life and who and how many would be pulled down to him.

"Something tells me the fun is only beginning," She smiled.

Next up Chapter 6: The Lawyer

The Spider and the Goddess

Chapter 6: The Lawyer

Peter was starting to consider that either something was off with his life or that maybe the universe was playing with him. It would stand to reason that the moment he suddenly gets all these women interested in him, that something will happen and he would be back to being single again. That's usually how it was with his life. It had been a few days since he and Rogue had had sex in his lab at work and already he had been kept busy.

He had ran into MJ and he had lunch with her, things had gone on well enough as they caught up, Peter made no mention of the other women just yet, kind of hard to breach that topic. When the next thing he knew they had ended up back at her place, clothing thrown all over the place and them going at it like crazy, they had been so into it he had nearly taken her right there in her elevator on the way up.

Thankfully they got inside before things had gotten out of hand as the way they had been at it, they might have just fucked there or in the hallway and not had bothered to stop if anyone caught them. Peter had to leave later that night as an Avenger call went out, MJ had a nice big smile on her face in bed wishing him luck and to be safe.

Then after the mission as soon as he was in his little shower in the Avenger's Mansion, Carol had jumped him. Thankfully he trusted her to remove any and all devices that he was afraid that Maria Hand person might have placed. There hadn't been any but it had put Peter's mind at ease, then just when he was relaxed he felt those breasts push into his back and her hand gently grabbing his dick slowly stroking it. Apparently she wanted a repeat of the shower moment they had earlier only this time in his. Well he had been feeling tired but something about the blonde bombshell being naked with him caused him to feel more energized.

So he spent the night in his room and so did Carol, he nearly slept in as they had gone at it until one in the morning.

A day after that Peter had tried to keep his distance physically from everyone, he got a call from both MJ and Carol and talked to them, then the next day Rogue called him up. She wanted to get together and Peter set up to meet her. She had worn this really nice summer green dress that really pulled off the southern bell look. He had barely taken his eyes off her as they went on the date, he took out to Central Park were they talked, laughed and had a good time, then he took her to a nice place to eat. It all ended with them back at his place and her riding him like a stallion. There were a few other positions they had tried out too, apparently Rogue was a very sexually starved women.

The day after that he ran into Black Cat and well…things eventually led to shed clothing and lots of sweat and grunting. Honestly Peter was lucky he wasn't walking with a limp or tenderly from all the sex he had been up to lately. Not to mention juggling things around so none of the women might feel he was ignoring them.

So he decided to change things up and in his new white and black Future Foundation costume design he was headed towards the FF tower to check in there and help out. Maybe working with the kids or something would give him a little piece of mind. While Peter was putting on his new Spider-Man suit and switched the colors to his FF mode there was someone else on her way to the FF building.

Not far away from the Baxter building walking the streets in a business suit and skirt a woman walked the streets and also turning heads. It wasn't just because she was a very sexual woman but it was also the fact that she was 6'7" on bare feet so in heels she was even taller, a long mane of hair and said hair, skin and eyes were a unique shade of gamma green. This was Jennifer Walters or as most people knew her was the sensational She-Hulk. Currently she was looking to have a talk with Sue mostly for some help.

Jen was currently taking care of her niece, a young teenaged gamma powered girl was currently living with Jennifer and honestly Jen could use the advice of a mother. Hence why she needed to talk with Sue, she was the only mother figure she knew personally who knew how to handle super powered kids. Jen had been a ghost in high school, the shy bookworm that was hard to make friends or go out. It got worse in college when she was getting her law degree, by becoming She-Hulk she had finally got the freedom to really break out of her shell. But how do you handle a girl raised in a possible future where man and women were at war, you were green skinned and could rip apart a building with your bare hands? Add in teenage hormones and drama and Jen wasn't sure she could deal sometimes.

She just hoped that Sue was home and had a moment to talk as she found herself in the front lobby of the Baxter building. Her time standing in for The Thing on the team had given her full access card to the building as she wasn't stopped (not that many would even dare to try) by security as she headed for the personal elevators.

At this point Peter was already on the top floors in his white and black FF outfit looking around. Personally he was hoping that he wouldn't run into anymore women lately, he just didn't want to run the risk of someone else and him jumping each other so maybe this was a safe place. Plus he didn't have to worry about that kind of thing with all the kids around, well he hoped.

"Oh there you are, Reed said that the security system pick you up." Sue Richards came around a corner and saw Spider-Man walking the halls.

"Sue!" Peter jumped as she had nearly walked into him. He took a step back as he really hoped something didn't happen. Although he had a lot of respect for her, she was the pure definition of a MILF, blonde, beautiful and the fact that her figure didn't show one bit of having two kids. The skin tight uniform didn't help matters either.

"Are you okay?" Sue looked at him wondering about the reaction.

"Uh…yeah you just surprised me is all," Peter really hoped nothing happened, she was a married women with kids after all.

What either could see was the third individual standing there, the goddess Aphrodite had been following him today. The past week had been nothing if not entertaining for her although the spell she used on Peter did make any attraction pull the individuals together there were limits. Looking at the blonde woman before her she could see that the woman was already bound by true love.

So even if there was an attraction from either of them the spell would not activate as her love made her immune to the effects of the spell. Besides she would never interfere with actual love, it went against her nature. Although if the woman did seem like she could use a bit of fire in her life as a naughty smile got on the goddess' face. She followed the two as they walked and talked about mortal things that honestly she wasn't interested in.

She was about to act when her senses pick up on something. She paused as she could just feel raw sexual energy coming closer. As the two entered a large living room they found a large green skinned woman there.

"Oh what's this?" Aphrodite smiled widely as she looked at the new mortal. She could sense the power of the woman but also the untapped sexual energy, people like this were just like chocolate to her. This woman was someone that just loved sex and her eyes lit up as she felt her spell slightly starting to pull on Peter and the new woman.

"Oh this is just precious," The goddess nearly laughed as she was planning on getting Peter and the woman alone.

"Hey there Sue," Jennifer waved to the blonde and noticed Spider-Man there in his Foundation uniform. "Hey there web slinger, I like the new look."

"Hey you know me, I like to change things up every few years." Peter joked.

"I always liked you in that white and black suit," She-Hulk told him although she didn't say that she liked it because his ass looked great in that suit.

"Yeah can't really wear that anymore," Spider-Man scratched the back of his head, "Kind of hard to wear that when there is a villain out there with the same costume. I get blamed for enough as it is, I don't need to complicate things by being blamed for more stuff that isn't my fault."

"So what's the visit for?" Sue asked.

"I was hoping to get some advice from you to be honest," She-Hulk admitted to the older woman. "I need some advice on kids."

The Goddess was getting a bit impatient so she got behind the blonde woman and gently started to caress Sue's body. The blonde woman was barely able to hold back a gasp as she felt her body heating up with desires. She was trying to focus on what Jen was telling her but she was finding it hard. Aphrodite's fingers gently stroked the area between Sue's legs as the woman nearly buckled at the sudden pleasure.

Sue had no idea what was happening to her only that for some reason she was getting very turned on. She-Hulk noticed her friend's flushed face and was wondering if something was wrong.

"You okay?" Jen asked.

"F-fine," Sue tried to control herself but then her neck felt like when Reed started kissing her there. It almost felt like phantom hands were caressing her body but she didn't actually feel anything. Her clothing wasn't moving and although for a moment she swore it was like someone caressed her breast nothing moved. Was she losing her mind?

Sue only knew that she felt more and more hot and it was getting harder to focus. She already felt her panties slightly getting wet as she hoped her nipples weren't showing as she could feel them starting to harden. She crossed her arms over her chest just in case but as they brushed against the sensitive nubs that only made things worse. It was then that she suddenly realized that She-Hulk had been talking but she hadn't heard a thing.

She had to deal with this now, she only knew one way to do it but it felt like if she didn't get her release soon she was going to lose her mind.

"S-sorry Jen I just realized something important I have to take care of. Tell you what can you meet me back here in a couple of hours?" Sue asked quickly. "I have to take care of something and then we can talk all we can." Sue hurriedly left the room almost running leaving the two heroes perplexed.

"Well that was strange," Spider-Man said first wondering what was going on.

"No kidding," She-Hulk crossed her arms a little disappointed and frustrated. "Damn and I really needed to talk with her."

"Well I know a few things about teenagers, I used to be a high school science teacher," then noticed the look he was getting from her. "What?"

"Nothing just…you didn't seem the type," she said honestly with a shrug.

"Hey I do have a life under this mask," Peter felt a little offended by that.

"I just meant that all my teachers were all the serious types," she defended herself.

"Well I preferred to get my students interested in my lessons, it worked too. When I was a teacher I had a nice class average going and everyone came in with smiles and asked questions." He explained. "Tell you what; if you want I can help out if you help me with one of the classrooms. I need to help set things up for a new lesson in the afternoon for all the kids here and it would go along faster with some help."

Jen thought about it, she apparently had some time to kill now so with a shrug she decided to help out.

"Alright, lead the way." She told him watching where he was going. She knew the layout of the building as she used to be a member for the Fantastic Four awhile back but the thing she learned was that this place kept getting modified and rebuilt. She also noticed that as he was walking in front of her that in this new white and black costume did show his nice ass still. She grinned to herself, she had never really thought of Spider-Man too much sexually but she had wondered.

-Reed's Lab-

Sue found her husband right where she knew he was, the main lab he used was a huge area filled with more machinery than she could count. She swore that every time she walked into this room something had changed but she couldn't figure out what some days. She took a quick look around and noticed that no one was inside the lab. That was good as she locked the door behind her, she had no idea why she was feeling so horny but she knew if she couldn't get to Reed she would have to get to their bedroom and deal with it herself.

"Sue is everything alright?" Reed asked he was currently standing on a small platform with several holographic images danced around him showing him various things he had been working on.

"Just fine Reed." She told him as he looked back to his work.

"Ah just wondering normally you're making rounds looking in on all the children students."

"They're busy at the moment so I wanted to see you."

Reed smiled as he looked at one screen. "Thank you dear, you know it's good you showed up I think I just found a possible new artificial element that could be created. It's still only theory but if this works out…"

Sue didn't pay attention to what he was saying all she wanted was for her husband to turn his attention to her. She undid the front of her costume letting it fall to the ground and undid her pants next. Taking off her boots and pants left her only in a pair of blue underwear, she removed those next as now she was standing naked behind him. Despite her age she was still young enough to turn heads, and after giving birth twice she took care of her body. She might have been a little curvier than when she was younger but she knew men still found her desirable.

She walked up behind Reed and spun him around she nearly laughed at the surprised expression on his face when she turned him around but then the shocked look when he noticed her nudity was even better. Before he could say anything she captured his lips with her own in a deep passionate kiss. Her fingers slightly ranking the back of his head, she pulled away slowly and with a smirk pushed him back into the chair behind him.

"Sue…what…" Reed tried to speak but seeing his wife there naked the kiss and the smoking look in her eyes had all of his attention.

"I need you now Reed," She told him grinding herself against him breathing heavily. "Please fuck me Reed I really need it."

He could feel her hot and wet sex grinding against his own manhood. His mind was racing with all kinds of reasons she would do this, this wasn't normally like Sue. Of course there had been moments when they had been a little more spontaneous earlier in their marriage but they hadn't been like that for a few years now. His wife continued to nearly hump herself on him making little moaning sounds as she kissed his neck. For a split second he was considering that this was a Skrull but he put that aside.

He could already feel his body reacting to her as she captured his lips and all other thoughts left his mind. It had been a few days since the last time they had a chance to have sex with his wife and Sue seemed to really want it badly. He really didn't want to disappoint her as a loving husband after all as he kissed her back even more. She clawed as the front of his shirt and if it wasn't made out of unstable molecules she might have ripped it.

Sue finally got the shirt off as she ran her hands lovingly over his chest. Reed might not be build like some men she knew and lord knows that Namor had tried to get her into bed countless times but Reed might have been a bit slim but there wasn't any fat or his body showing much age. Plus she knew the secrets to some of the amazing things he could do to her body.

She pulled her husband's face to her chest as his mouth latched onto one of her hardened nipples she cried out feeling him suck on it.

"More Reed take it all." She told him as he knew what she meant. His mouth stretched out as soon she found her entire right breast engulfed into his mouth. She cried out even more feeling the wet and warm mouth lavish her entire breast, she felt his tongue larger now as it lathered all over the sensitive part of her chest. She gripped his hair as no man could pull this off as she felt her entire breast being sucked on and played with.

Then she felt his hands those wonderful hands as they stretched and grew around her body. Feeling his fingers move around her body like snakes. She tried to keep track of where they went but it was hard to focus. She felt them wrap around her body almost encasing her as her soft skin was being caressed all over. She felt one of them wrap around her free breast gently squeezing it as the tip played with her nipple. Sue then felt one going behind her back down the crack of her ass and dive into her pussy.

"Oh god yes Reed!" She threw her head back rocking her hips feeling the digit fucking her. Reed knew how to really push her buttons as she felt the finger inside of her growing and stretching out almost to the shape of a dick inside of her. Only he was using it to rub against her G-spot this only drove her nearly out of her mind. All the sensations of Reed working her entire body both outside and inside nearly was making her mind go blank.

She knew some people might wonder why she stayed with Reed sometimes when she had men like Namor and others wanting her. Well this was her answer to them, quite literally no man on Earth or beyond could touch her the way Reed was touching her. With a scream she came hard soaking his finger and crotch area her whole body shaking as she felt her orgasm through her entire body.

Reed slowly retracted everything letting go of her breast from his mouth as his wife looked very sated breathing heavily. Her entire tit was wet with saliva as her crotch area for both of them was wet now and he could really feel it as his own hard on was pressing against her slit now.

She took a few breaths as she locked eyes with him and licked her lips, "My turn to make you feel good." She slipped off him and started to pull down his pants. She worked it and his boxers down exposing him as Sue gently grabbed his hardened member. She took a few long licks making Reed moan out as she slowly teased him.

"Oh god Sue," Reed breathed.

Sue only smiled at him as she took the tip into her mouth and slowly started to bob her head up and down. She would slowly take him down deeper and deeper an inch at a time as she got used to it. She had to work up to taking him entirely into her mouth as her hand gently stroked his balls. She heard him grunt knowing he was trying not to cum which was fine by her although she wouldn't mind taking a load from him she wanted this dick inside of her.

After giving Reed a decent blowjob she pulled out and with her hand started to jerk him off, "Well you want to shoot your load into your wife's mouth or would you rather stick this thing into your slutty wife's pussy?"

"In your pussy," He told her.

"Good answer," She stood up and holding the dick she sat herself down onto it as both moaned as she felt him enter her and he felt her warm flesh surround him. "Oh yes, fuck me darling. Fuck my pussy."

Ever since her time as Malice, Reed had noticed a slight change in Sue. She was normal on most times but when she really got worked up in sex she had this whole other side to her. He never told her but he found it kind of sexy. She started to rock herself onto him holding onto the back of his neck as she grunted with the effort riding him hard.

He held onto her waist helping her to fuck herself onto him as both of them started to work up a slight sweat from the effort they were putting into it.

"That's it, fuck me, fuck me with that huge cock of yours. Ram it all the way up into my womb darling, you really know how to fuck your slut of a wife!" She cried out as she rode him hard and fast in his chair.

"Oh god you always feel so amazing Sue," Reed moaned as he matched her pace.

"Oh yes! Yes, make it bigger Reed! Fucking split me in two, make me not want another man than you!" She cried out.

Reed did that and more as he grew in size slowly feeling her stretch out around him. She screamed out as her body shook knowing she was having a slight orgasm but he wasn't done as he grew and grew inside of her.

"Stop!" Sue told him. "Please stop right there I…I can't take anymore," she told him gritting her teeth if he grew any bigger she knew that he might actually start to do actual damage to her body. She groaned as she rode it though and then she felt something else. Reed did this sometimes to surprise her as a bump grew on Reed's dick, right where her G-spot was located.

"Oh fuck me!" Sue screamed as Reed fucked her hard her head bouncing around.

"Sue," He groaned out as his pace only quickened.

She knew when her husband was going to cum, "Do it, fill me with your cum Reed!"

"Sue!" He called out her name and held her down as she cried out grabbing hold of him as she felt him let loose inside of her. The warmth of his cum setting her off as she knew that he was shooting directly into her womb. The two of them stayed like that as she felt him softening a little as she rested her head on his shoulder.

"God Sue what got into you?" Reed breathed out trying to catch his breath.

"I honestly have no idea I was just talking with Jen and suddenly I got so horny," Sue started to lightly grind against his body. "God I haven't felt like this in years."

"Well it's nice to know our marriage isn't going stale," Reed smiled at her running his hands over her bare back.

She moaned in appreciation of his touch as she got off him and went down to her knees.

"Sue?"

"Well I might not know what got into me but let's not waste it," She told him before taking his cum covered cock into her mouth licking and tasting their juices on it.

Reed's head feel back as his hands went to run through her blonde hair. He wasn't sure what was going on but he wasn't going to tell her to stop. He could always get back to work another time right now he wanted to enjoy his wife's mouth around his dick.

-Peter and Jen-

"It's nice you're able to help out with the kids and with Reed and Sue." She-Hulk told Spider-Man as they walked into one of the smaller labs. This was mainly used as a classroom for the kids as they were setting up for a new class experiment later that day. "I know how hard things had to be for them after Johnny."

"Yeah," Peter still felt the loss of Johnny it was odd walking around this place and not having him around making jokes. He could see how hard it hit the kids as he was the kind of fun uncle that any kid would want. "I'm just glad I could help out in some way, I know I can't fill the gap he left but I know how hard it is to lose family."

"Oh, sorry I didn't know that," Jen didn't really know much about Spider-Man personally in fact now that she thought about it she really didn't know much of anything other than the times they worked together. She hadn't seen this serious side to him and it was odd, she was too used to him joking around all the time.

"It's alright," He waved it off. "Actually it was that loss that got me into using my powers to help others."

"Better than my reason," She muttered to herself when she got her powers she just wanted to have fun originally. She later learned that with her powers she had to use them for a purpose, she still had fun with it but over the years she had matured in the reasons why she used her powers. She looked over at him as he was setting things up over at one of the desks.

The room was large and metallic with more science stuff around than she could identify, she was mainly just helping to tidy up and also placed things where he directed them. She was a trained lawyer not a scientist. She left things like that to her cousin Bruce he had been the genius in the family after all even as kids he was always so smart. She caught herself looking at him again how the suit clung to his entire body, he was very fit not overly muscular like a few heroes she could list but still not bad.

Peter tried to focus but he couldn't help but notice She-Hulk's form and how that power suit of hers really showed her off, especially those long green legs of hers. He saw her bend over and her ass looked great in that skirt. Peter felt himself getting hard just looking at her and he quickly looked away.

'Damn it, you've already in dangerous territory with four other women do you really need this?' He mentally yelled at himself. Then again She-Hulk was on his list of women that if he could fuck he would do so. He never told anyone his list but everyone had it, of course he never once tried anything with her. She was kind of intimidating given that she was over six feet tall and he at five ten there was a bit of a gap there. Plus the fact she could bend him like a pretzel was another reason but man there was just something captivating about that green Amazon.

Jen thought that she caught him checking her out and she kind of liked it, she always liked how she got attention from men. Before she was She-Hulk and plain old Jennifer most people just walked by her like she wasn't even there. She loved the way men looked at her and desired her and she walked right into their desires. All those years of no one looking at her she just couldn't help herself. Looking at him she began to wonder what he was like in bed, she never had him before and the fact that she hadn't had sex in a long time.

She had lost her job as a lawyer and then bounced around as a bounty hunter, and was now taking care of a teenaged girl from a future where men and women were at war with each other. In all of that she just didn't have the time to go out to a club and pick some young stud. Hell the last time she had sex was with Tony which had been nice but again that had been months ago. The more she thought about it the more she couldn't stop herself from feeling warm at the thought of sex and with someone new and that was always exciting.

She smirked as she unbuttoned her suit and placed it on one of the tables and sat on another crossing her legs and leaning back in as she undid a little of the top of her blouse. "You know I always had this fantasy about having sex in a classroom in school. You know that cute guy in math class or even that young hot teacher."

"Well I'll admit that I never had fantasies of a guy in math class," Peter joked trying not to stare too much, since just one more button and he could great view of her cleavage. Although he had to admit he had those kinds of thoughts in high school as well what young man wouldn't after all.

She smiled seeing that he was trying not to look at least too hard, so at least he was a good guy at heart or maybe he was shy? Well she got off the desk and moved towards him slowly, "You know I've known you for years but I don't know much about her personally. I know you joke a lot maybe a bit too much but other than the times we've worked together I don't know the first thing about you."

"Well what can I say, I'm a man of mystery," Peter told her and he was very aware of her presence now with her right in front of him. He had to look up a bit to meet her eyes.

"Well I can think of a way to get to know you more if you're interested," She said in a sultry tone as she ran a finger over his chest.

"Okay…I think I can see where this is going," He started to say as he felt his mouth drying up. He really can't believe this was happening but damn it this was a fantasy of his own right now that he thought he would never get the chance at.

"Is there a problem?" She asked wondering if maybe he was already with someone. If he was she was going to feel like such an idiot. "You're not…with someone are you?"

"Well…no not really I had this breakup and th-" He didn't get to finished as she pulled up his mask and suddenly locked her lips with his. God they felt great although it was odd as he wasn't used to the height difference. But he suddenly got more used to it as she got a bit more aggressive pressing up against him, he wrapped his arms around her waist.

"Damn you are a good kisser there Spider," She told him running a hand over his chest and she could feel the muscles there. He did have a great body, they weren't big like some men she had been with but they were still impressive than your average man. "So how do you want to do this?"

"Huh?"

"With or without the mask," She clarified.

"Oh right," Peter knew that Black Cat preferred to do it with the mask on as she didn't really care who he was under it. It did sting a bit that she wanted sex like that but then again he would have to show her who he really was and he had always been careful about who he let in on his secret. Although his breakup made him rethink things, he had kept it secret from Gwen and she had died. He told MJ and although they had been happy for a long time it hadn't ended well and she had been put into danger countless times. So he went back to not telling Charlie and that blew up in his face when she found out.

It just seemed that no matter what choice he made it didn't work out.

She ran a finger over his mouth, "You know for years I've always been curious. If you want to keep it on I'll understand, it might be a bit weird but I'll respect your choice. Although if you want I can promise I'll keep any secret."

Peter debated it but it was kind of hard not to think clearly when he was so close to living out a long time fantasy. He really did think about it and in the end he knew that he could trust her, they had fought alongside each other and he felt that he could trust her. He had been learning to give out his secret to those that deserved it, like with some of the Avengers.

"Okay but just don't tell anyone," He smiled as he pulled off his mask.

She looked at him and although he looked like your average guy although he did have a cute side to him but then something was nagging at her. She knew that face if she could just place it...her eyes widened.

"Parker! You're Peter Parker!?" her jaw dropped as now it suddenly hit her where she knew him from. "The guy that takes pictures of Spider-Man? But how?" She blinked trying to figure it out.

"Place a camera on auto shoot before a battle," Peter shrugged with a grin.

"But…but I put you on trail!" She remembered how she had represented Spider-Man in a civil suit against J. Jonah and the Daily Bugle for all the years of bad press. She had put Peter Parker on the stand and was tearing him a new one on the stand as well. Then suddenly Spider-Man called it all off with only Jonah and Parker having to humiliate themselves.

"Oh…my…god, it all makes sense now," She was nearly floored at the revelation. "Do you know how long I've been wondering why you threw the suit out the window?"

"Yeah well I couldn't have you both have me win the trail and then throw me under a bus at the same time." He told her and then she suddenly burst out laughing. "It is kind of funny."

"No not that, well yes that but the chicken outfits?" She nearly had tears in her eyes. "You put yourself through all that just to humiliate him?"

"Hey he had it coming and it was a small price to pay," Peter told her honestly.

Jen just shook her head out of everything that had happened the fact that Peter Parker was Spider-Man was something she knew she would be thinking about for days to come. Still she was getting side tracked and she started to unbutton her blouse.

"You know I think we're getting off track here," She undid the garment and tossed it aside giving him a good look at her purple bra as it held her rather impressive chest. "Well don't just stand there staring at my tits, give a girl a show Spider-Stud."

That snapped Peter from looking at the nice looking purple bra a nice looking one that seemed to somehow hold and lift her assets. He took hold of his top and pulled it off.

"Slowly," She grinned at him sitting back.

"I feel like we need some strip club music going," Peter slowly took off his shirt trying to make a show of it. He pulled off the gloves and the web shooters next as she took a look over his form.

She-Hulk walked forward as she ran her hands over his chest, "Very nice."

"No kidding," He replied as he was basically looking right at her breasts from his height. She knew that most guys couldn't help themselves as she wrapped her arms around his head and pulled him in into her cleavage. She felt his hands running over her spine as he was kissing the area between her large mounds. She liked what he was doing as she ran her own hands through his short brown hair.

Peter could feel the large tits next to each side of his face, she smelled great too. They felt very firm with very little give to them not totally hard but there was a bit of a solid feel to them. He couldn't help it he had to test that ass of hers as his hands went down as he kissed her sternum he reached down and cupped her ass. It was the firmest ass he had ever felt in his entire life as he gave it a few squeezes.

Although great he had to see them now, he had to see the pair of gamma twins on her chest and once and for all see how she looked topless. He used one hand and with skilled practice unhooked her bra, given all the times he had done that with MJ alone he had gotten pretty skilled.

Jen felt him undo her bra and decided she really needed to free her assets, she needed to feel his hands on her. She pulled him back as she smiled and removed the garment as his eyes went right to her chest.

"I know what you're thinking, green a real shocker," She smirked commenting on her nipples.

"Figured but I always wondered what color," Peter told her as her nipples were actual a dark green standing out among her bright green skin. "Now I want to know how they taste." He leaned in and took one of the hardening nubs into his mouth."

Jen laughed at first before humming her appreciation for his energetic response as his mouth went to work hardening her nipple in his mouth. Peter made sure that it was hard before switching to the next one his hands going up to caress both breasts. They certainly were the most firm pair of tits he had ever felt but there was a softness and give to them.

"Do that harder I can take it," She told him caressing his shoulders.

He slowly fondled them harder with his hands slowly increasing his strength, one reason to make sure he did it the way she liked and also he was used to slowly using his strength as most of his sexual experiences were with people with more normal bodies. It was only with Carol that he didn't have to worry about hurting her but he was still used to controlling himself.

"Oh yeah squeeze my tits hard that's how I like it, bite my nipple," Jen instructed him feeling herself getting worked up. Because her body could take so much punishment she found that she enjoyed herself when things got rough. She moaned feeling his teeth dig into her nipple as he pulled on it slightly she even felt his tongue running over the nub as well.

She wasn't sure how much more teasing she could take at the moment as she undid her skirt and let it fall to the ground. She stepped out of it and kicked it away. She pulled him away from her chest wanting to see what he had to work with.

"Let me have some fun now," She told him as she sunk to her knees and judging from the bulge in his pants she was in for a treat. She licked her lips as she slowly pulled off the belt and then slowly pulled down his pants. She saw the boxers and pulled them down and out popped his erection. "Oh very nice."

She ran her hand over it as she couldn't wait to feel that inside of her but first a bit of a taste. Jen took the tip into her mouth slightly suckling on it.

Peter moaned feeling her play with the tip as she was basically suckling on it and running her tongue over it. He leaned his head back to enjoy the sensation of the sensational She-Hulk starting to give him head. Then to his surprise she suddenly took him all the way into her mouth and slightly into her throat. He looked down in surprise as she looked up with him and winked. Only MJ had been able to take him all in like that before. Then she started humming and good god that felt amazing.

"Oh shit that feels so good," He told her running his hands through her long hair. She kept moaning as she slowly bobbed her head back and forth. One of her hands went to her panties as she started rubbing the front of her pussy. Already a small damp spot was there as she starting rubbing it faster as she starting going faster with her head.

Then she decided to give him a special surprise as she grabbed his ass and it felt as good as it looked enjoying kneading it and then took his entire cock. She sucked the entire thing and kept it there Peter grabbed her head and she was glad he didn't cum, some guys did when she pulled this move off as even her throat started working it a little. Eventually she had to stop as she pulled out and gasped for breath a long trail of saliva connected his cock to her open mouth as she wiped her mouth clean. She-Hulk grinned as she laid on her back pulling him on top of her and kissed him deeply.

Peter returned it as their tongues battled it out as her hands gripped his ass as his body pressed into her boobs.

"Take my panties off," Jen told him. "I love the feeling of a man taking them off me."

Peter got to his knees as he grabbed the purple garments and pulled them off her long and very toned legs. He took a moment to run his hands over them, they were very smooth and he could feel the power of the muscles there. Looking down at the green skinned goddess below him she was the perfect blend of muscles and sexuality. She had a perfect sex of abs on her and he couldn't help but watched her green breasts rise and fall with the dark green tips. Her completely shaved pussy slightly open and wet waiting for his arrival, her face had the kind of movie star quality most women would want. Suddenly he remembered something before they started.

"Shit hold on I think I got a condom in my belt," Peter had started carrying those around given what was going on with him lately he just hoped when he went to get a spare web cartridge he never pulled one of those out.

She-Hulk pulled him back down onto her by using her long legs to grab hold of him around his waist, "Don't worry about it. I had Reed make me a special implant."

"Special?"

"My body is filled with gamma radiation and my body can regenerate from damage. Found that a normal one burns up quickly when inside my body so I had to have Reed made me a special one. Now enough science talk and fuck me with that nice cock of yours." She told him. Although it had been funny how she had to talk to Reed about it, he had been so flustered. She could have tried normal methods but most drugs didn't affect her unless they were in the kind of quantity that would make a normal woman sick or kill them.

Peter adjusted himself and lined himself up with her opening and pushed in.

"Oh god you're tight," Peter was surprised by the strength of her inner walls as he pushed them apart with his hard rod. Plus she was so much warmer inside than any other woman he had ever felt before.

"Oh yeeessss," She-Hulk moaned feeling him slowly entering her body. "God there is nothing better than a nice hard and big dick inside of me. Push it all in Peter, I want you to fuck me with that thing."

Peter thrust down as hard as he could knowing she could take it and the practice with Carol got him more confident in letting go. She cried out as she spread her legs her hands going to his ass as she helped him to slam into her with nice slow but hard thrusts.

"God yes! Fuck me! Fuck me through the god damn floor!" She cried out.

Peter had to grunt with effort as he slammed into her as hard as he could, he was thankful that the floors of the building were all reinforced given all the villains that tended to attack the place. He really did try to fuck her through the floor his face was leveled with her chest as he could see her twins bounce with every thrust. He couldn't help it as he grabbed them again with both hands.

"Yes, harder! Grip them harder Peter!" She cried out as she could take his full weight on her chest if she had to without much problem. His hands dug into the firm flesh and gripped them using them as leverage to help him move making her scream out even more.

"Talk dirty to me," She told him as she loved dirty talk it really got her going. "Come on, call me a bitch, tell me to take your huge cock, split me in two with that fucker!"

Peter wasn't used to dirty talk like she most likely wanted but he gave it a try. "Take it, take all my cock in that green pussy of yours!"

"Yes, I'll take it all!"

"I'm going to pound your pussy into the shape of my cock!"

"Oh god yes! Do it, fuck me hard you Spider-Stud you!" She-Hulk lost herself in her lust as she could feel her orgasm coming. She couldn't wait to feel that pulsing sensation of his dick as it shot his load all over her insides.

"I think I've about to cum," Peter warned her.

"Not yet, I'm almost there, just hold out a little longer please!"

Peter tried to hold it off but damn it was just so hot and tight around him that it was hard. He tried to think of something else, he thought of baseball then he remembered that game he went to with Carol, that only got him thinking of Carol naked and the sex with her. That was not helping as he tried everything he could think of to get her off.

Finally just when he thought he couldn't hold out any longer she screamed out as her back arched up her legs wrapped around him and pulled him into her all the way as their groins touched. Peter couldn't take it as he groaned out as he finally let loose the cum he had been building up to until this moment. They stayed in that position as Peter felt himself finally empty himself and her legs let go of him and he was able to sit back.

He pulled out as his semi-hard cock was slick with both of their fluids as he looked down to see a trail of cum slowly seeping out of her body. Jen took in long breaths as she felt the warmth inside of her she reached down between her legs feeling the liquid rubbing if over her sensitive flesh knowing that much more of it was already inside of her.

"That was great," She purred and looked to see his cock hadn't totally deflated she also took in his appearance as he was all sweaty but it looked good on him with his slim muscular form. She wanted more from him and repositioned herself to be in front of him now her face looking at his cock. She licked her lips and started to lick his member.

"Jeez Jen give a guy a little breather," Peter told her feeling her tongue work its magic.

"Oh does the little spider need a break? I thought you were made of more sterner stuff. "How about I help give you something I know most men would kill for?"

"What's that?" Then he saw he shift up slightly and placed his cock between her green orbs he couldn't believe it he was getting a titty-fuck by She-Hulk. He moaned as his sensitive sick felt the firm mounds wrap around it. Just the tip was able to poke out between the tops of her mounds and she licked his hot tip. For Peter it didn't take long for him to get hard from the sensations and the view of one of the most desirable heroic women in the world was doing for him.

As soon he was hard she turned around to show her ass to him. "Time for one more round there Stud, now fuck me from behind."

"With that kind of ass who can argue," Peter told her as he ran his hands over her tone green ass.

"You better believe that's one hell of an ass. Now stick that cock in my pussy and let's get this party started."

He lined his dick up to her glistening cunt as he thrust himself deep inside of his green lover. He grabbed her hips as he fucked her hard with pulling out nearly all the way and then slamming home filling her up completely. She-Hulk cried out in pleasure matching his pace rocking her large body with him. Peter could see her muscular backside flex up with each thrust as he loved seeing her body as sweat started to coat it.

She was loving this, she was a woman that either liked to be in control or liked it when the man took control. So many times men were too intimidated to try and take control in sex but he was doing fairly well so far. He was definitely going into her Top Ten maybe even the Top Five eventually but sometimes she liked it a little rougher. She just needed one more thing to really get off.

"Pull my fucking hair, do it!" She-Hulk cried out.

"Like this?" Peter asked grabbing her long mane of green hair with his fist pulling it back.

"Pull back with every thrust!"

"Like that?" Peter said as he thrust forward his hips slapping her ass and pulling back making her head jerk back.

"Yes! Just like that, fuck me like that!" She cried out loving the sensation. She always was one for hard sex since her body could really take a pounding. His hips slapped against her ass with enough force the fill the room with the loud slapping noises. The only louder sound was Jen's screaming as she thrust back as hard as she could in that position feeling him slamming his cock filling her up with every thrust.

Peter then got from his knees to his feet and he started to slightly rise himself up changing the position of where he was thrusting into her. He was trying to find her sweet spot as he pulled on her hair with every thrust.

"AWWWW!" She suddenly screamed out. "Do that again, fuck me right there!"

He tried to find the spot as it took him a couple of thrust but he found it. He found the spot that made her scream out as he kept hitting it over and over again. He was surprised her voice hadn't gone horse with the amount of screaming she was doing. He was thankful the walls were thick the last thing he needed was someone coming inside thinking she was being attacked.

"I'm cumming, I'm cumming so fucking hard!"

"Do it, cum on my cock," Peter told her. She suddenly stiffened as her mouth opened in a silent scream for a few seconds before she found her voice and finally screamed out her orgasm. Peter didn't slow down as he kept the pace.

It took her a moment to realize that he hadn't finished yet and had an idea of how she wanted it to end. "Finish in my mouth, I want to taste your cum."

"Alright," He had already filled her pussy with his cum before as he pulled out.

"Stand up and grab my hair again," She told him as he did so. He held her long hair up almost like she was nothing more than a slave girl as she worship his cock with her mouth. He thrust his hips into her mouth so close to cumming himself.

"Drink it all you sexy slut, drink it all," Peter moaned out as she pulled his ass forward as his crotch slammed into her face.

She felt his dick pulse and hear him cry her name out as she felt the hot liquid shoot down her throat. She moaned out as she kept swallowing his load, for a guy that just came not too long ago he had a lot left over. She had taken more before but he was getting close to reaching her limit until it ran dry. She pulled out and gave his softening cock a few more sucks taking all of the mixed juices still on it into her mouth and swallowing that too.

At first she hadn't liked the taste of cum all that much for she found that for herself it was an acquired taste. Peter left go of her hair as both of them felt the need to rest up and laid on the floor next to each other.

As the two relaxed on the floor next to each other, Jen with a very pleased expression on her face Peter got a more worried look. He looked over at the green amazon and it had been amazing sex like he had always fantasized about although he had been surprised by how she liked it a bit rough. Then he felt the guilt starting to kick in, here he was again with a woman after sex and there were still the others.

Jen saw the look on his face it wasn't one normally she saw after someone had sex with her. "Hey what's wrong?"

Peter cast her a look and thought about what to tell her but when he thought about it she slept with quite a number of people in the past. Maybe she could help him deal with the issues he had been having trouble with.

"Well it's just that," Peter wasn't sure where to start so he just picked a spot. "Normally I don't get much in the sex and relationships. Usually I get a girlfriend and stick with just that."

"Wait you're not in a relationship are you?" Jen really hoped he wasn't there was a lot of things she did and she liked sex but there was no way she wanted to get involved with a man that already was spoken for. That was a line she would never want to cross as to her that would be to her instead of being just a sexual person to a full on slut.

"No, no nothing like that," he assured her. "I broke up with my girlfriend and soon after, well I've been having more sex with women than ever for some reason."

She arched an eyebrow as she turned to her side and rested herself on an elbow. "So you're saying I'm another in a long line?"

"Well I wouldn't say long," he told her. "It's just that, although I'm not in a real relationship with any of them I'm worried about this. I feel like I'm cheating on them in a way but I'm not. I just feel really confused and what happens when one of them wants something more exclusive?"

"Well you better be honest with her and tell her either you're not ready or if she's the one you got to break it off with the other girls." She told him sternly.

"I will at least that's the plan."

She shrugged, "Then what's the problem? Look that's all you have to do, if they can't handle sharing you outside of a relationship then so what? They can sleep around as well too but if they want more from you, either they get it or they have to break it off with you."

"Kind of a liberal attitude to the whole thing isn't it?" He asked.

She fixed him with a look, "Peter growing up I was a lonely and very introverted girl. While everyone was partying in high school and in college I was hitting the books to become a lawyer. I didn't have sex until my senior year when my dorm mates finally got me out to a party. I'll be honest I got drunk and slept with some random guy and I felt like such a whore afterward."

"It took me months to get over it and I even heard after the fact that guy was looking for me and wanted to get together. If I had just stayed and talked to him I could have had a decent relationship for my final year. Instead I blew it and it wasn't until I got my job in a law office someone asked me out and I finally started to come out of my shell."

She sighed as she laid back onto her back. "I spent so many years wasted because I was afraid or thought of what was 'proper' for me. It wasn't until I became She-Hulk that I suddenly felt free for the first time in my life. I suddenly didn't care what other people thought about me and I realized that I wanted to enjoy my life. So yeah I sleep around but I sleep around because I want to enjoy my life."

"I don't go seducing every single guy I meet and I do have my standards and things I won't do. One of them being I won't get involved with anyone with a wife or girlfriend. Those men are off limits and it has to be a guy I like for some reason. Whenever I do get into an actual relationship then I get serious about them. I don't sleep around anymore and they get all my attention."

"Sounds like a simple creed to live by." He told her listening to everything she sounded like she and him were a lot alike back in the day, both introverted people almost shut out from the world.

"It is, life doesn't have to be complicated," She turned her head to smile at him. "Look you can sleep around as long as it's something you want to do and when the time to get serious comes then you get serious. That's all there is to it and you should really enjoy what life gives you, you said that this has never happened to you so might as well not look the gift horse in the mouth since you don't know how long this will last."

He had to admit she had a point there, knowing his luck this might just end too soon before he could enjoy it or blow up in his face. Maybe she was right and he had to enjoy it while it lasted, his life usually had a way of screwing with him maybe this was all the years of all the crap he had to put up with that karma was finally giving him his payoff.

"So just out of curiosity…how many women are we talking about?" She asked slyly greeting interested in who else he was seeing.

"Well…there's my ex-girlfriend, not sure if the name Mary Jane Watson means anything but-" He was cut off by her suddenly.

"Wait the red head from Secret Hospital, god I used to love that show it went downhill after she left," She couldn't believe that he was with that woman. Thinking back on it she did hear something about her with a long time boyfriend who worked for the Daily Bugle. "Think you can get me her autograph? I loved her on that show."

Peter gave a small laugh, "Yeah sure I don't see that a problem she's got this new nightclub she's opening so if you ever want to meet her I could work in something."

"Oh that sounds really nice, okay whose next?" She said getting excited at the juicy details.

"Well my other ex-girlfriend Black Cat."

"Wait the thief or is it former thief?"

"I'm thinking it's former but with her it's kind of hard to tell, plus she only knows me as Spider-Man. She doesn't care about the man under the mask only Spider-Man."

"Well that's stupid." She told him as he seemed like a really nice guy.

"Then there's Ms. Marvel. We went out on a date before but then things just got busy. We never really officially dated but lately things got sexual between us. After her I hooked up with Rogue."

"Wait, Rogue from the X-Men?" She saw him nod as she winced. "Good god you better hope they don't find out you do know those two have a long and kind of nasty history between them right?"

"Yeah I know." Peter moaned as he really hoped they never met up. "Plus Rogue doesn't know I'm Spider-Man I think she's just looking for a nice normal guy and…I kind of don't want to spoil that for her."

"Dangerous walk there," She shook her head. "So anyone else?"

"Besides you?"

"Besides me," she smirked.

"Nope."

As the two heroes stared up at the ceiling She-Hulk couldn't help but feel like she had forgotten something, why had she come here before? She suddenly slapped her forehead as she had completely forgot about asking Sue for advice.

"What?" Peter asked.

"You wouldn't happen to know how to deal with a super powered teenager do you?"

"Not as such no, I was a high school teacher if that helps?"

She paused, "Maybe I'll hit you up on it for later. First I think I need to track down Sue and ask her for some mom advice. Although I'll have to get dressed first," She got up and started shorting out her clothing but paused when she felt eyes on her.

"See something you like?" She flirted with him.

"Quite a lot actually," Peter said looking at her firm ass and naked back as she was starting to bend over.

She grinned at him, "Later there Webs, let a girl get some work out of the way, we can play again later."

"Sure thing," Peter told her as she found her panties and passed them to her as he then next found his boxers. "Thanks for the advice by the way."

"No problem just remember life is so short, I wasted a lot of opportunities and I don't like to waste them anymore. So just enjoy yourself."

"I think I will," Peter started to feel a bit better, yeah sure he wasn't some kind of gigolo or Tony Stark but after talking with her she started to feel a bit better about what was going on.

Next up Chapter 7: The Mercenary

The Spider and the Goddess

Chapter 7: The Mercenary

The first thing that Peter felt was the annoying light in his eyes, he blinked open to see that the sun was up. He groaned as he rubbed his eyes. He had never been much of a morning person usually because he was out late saving the day or something. Well it had been a bit of a late night but for better reasons. He felt the shift in his bed as he looked over to see the naked form on her side. The bed sheet had gone down to her hips as he got a good look at her bare back.

He smiled as she slid up against her wrapping an arm around her waist. She stirred as she sighed pressing herself against him.

"Morning." Peter said kissing her shoulder.

"Mornin' sugar," Rogue sighed happily feeling him against her bare skin felt so good. She pressed her ass against him feeling his member against it. She wanted to feel him all over her skin as a woman who had been denied skin to skin contact since puberty she liked to enjoy it since given her life it could only be a matter of time because this gift was taken from her. It had happened before so she enjoyed herself in these moments plus it was so nice to have a nice and normal relationship for once.

No more suave honey tongued men who broke her heart multiple times and flirted with other women, or students or even a student that turned out to be her adopted mother in disguise (it was a wonder she didn't have more issues with her life given that) so being here with Peter was a nice break from it all. She turned around to kiss him not caring for any kind of morning breath.

"Last night was fun," she told him playing with his brown hair smiling.

"The date or after the date?" Peter asked her caressing her side.

"Both," she kissed him again, pulling away she stretched up and got out of bed. "Well ah'm goin' take a shower, if ya feel up to it don't be afraid ta join me."

She winked at him giving him a good look at her backside walking away, she had a slight sway with her hips as her ass and nice legs was starting to make a certain part of his body react. He gave a quick look, if they were quick he could make it into work no problem. Pulling off the covers he was going to join this southern bell before he noticed something in his closet.

There on the ground was one of his Spider-Man gloves, he paused picking it up as she hadn't seen it. He felt a bit guilty not telling her who he was and that they had met a few times before only in costume. But she seemed to set on the idea of having a normal guy in her life.

"Hey Rogue…you ever wish I wasn't a normal guy?" He asked her through the door hearing the water starting to turn on.

"What brought this on?" she replied as she felt the water for the right temperature.

Peter had to think of something, "Well you hang out with superheroes all the time so I was wondering if you just liked that kind of thing. You know someone that could relate to the kinds of things you have to deal with all the time. Villains, battles and the crap that goes with that kind of life."

Rogue paused thinking on it, "Ah guess…but honestly Ah like what Ah got with ya. It's just so nice not ta have ta deal with that kind of life. Don't worry yaself about that sugar, ah'm perfectly happy with how things are."

Peter sighed as he threw the glove into a deeper place of the closet where it couldn't be seen. So much for telling her that, he didn't want to crush her thoughts on what they had. Well if things got more serious he would tell her, boy he hoped she wouldn't be as pissed as Carlie had been. Thinking of his Ex-Girlfriend made him wonder how she was doing. Yeah she had ended things pretty solidly as she could work with Spider-Man…just not with Peter Parker, if that made sense but then if he could totally understand women he'd make a book and live off the royalties.

Well at the moment he had a very naked and wet mutant woman in his shower might as well enjoy things while they lasted. He walked into his bathroom to find Rogue soaping up through the curtain. He gently pulled it open as her green eyes locked with his as a smile grew on her face. He smiled back getting inside and closing the curtain.

"Wash a gale's back?" She asked him handing him the soap.

"My pleasure," Peter started rubbing it along her back and shoulders. Kissing her shoulder before applying the soap as she pressed back into him, her ass found his erecting manhood. Peter moaned as his hands cupped her breasts kneading them.

"Oh god," Rogue moaned as she felt his dick slide into the crack of her ass. Peter gently rocked himself against her. "Be careful where ya stick that guy. Ah've never had anyone do meh there and ah don't think ah'm ready ta try that."

"Say no more, I know not everyone likes that kind of thing," Peter had one hand caress her stomach with the soap kissing her neck as his other still at work with one of her breasts. "Although it is a great ass and feels nice."

He rubbed his dick between her ass cheeks being careful not to pull too far back or he might give her a surprise anal sex and she was the last kind of woman you want to be suddenly pissed at you. Especially when you were naked with her and she suddenly activated her powers. His hand with the soap slowly went further down as he gently cupped her sex making her gasp and then moan in appreciation.

"Don't stop," She moaned as she leaned her head back giving him better access at her neck. Slowly he sucked on the exposed skin as she loved how he enveloped her whole body as much as possible. Plus she kind of liked the feeling of his dick rubbing between her ass like this although she was in no way she wanted to try anal sex.

Gambit had tried to talk her into that that had ended with neither of them having any kind of sex that night. She felt Peter's fingers slip into her slit finally as two of them worked themselves into her body.

"Make sure ta wash that really good," Rogue moaned out as she started to grind her ass against his cock. "That's a very dirty spot."

"Didn't taste dirty last night," he nibbled on her ear knowing she loved that.

She moaned as she felt her legs starting to weaken. That spot on her ear and him stimulating two other areas of her body was getting to be too much. If this kept up she would fall, she pulled away and turned herself to face him throwing her arms around his shoulders and kissing him passionately. He dropped the soap as he wrapped his hands around her back pulling her in.

"Fuck meh now," She told him huskily as she pressed herself against the wall spreading her legs for him slightly. "Just don't cum in me sugar, let meh know when you're about ta cum."

"Got ya," he took one of her legs as he by the knee raising it and helping her to steady herself as she looped her hands around his neck. He used his other hand to help get his dick into her pussy. She moaned at the feel of him.

Although they had used condoms last night, she loved the feeling of a bare cock inside of her body. She could feel every vein around him now, she could feel the heat of his dick as he started to thrust into her wet pussy. Resting her head on his shoulder she moaned with every thrust as his chest pressed against her breasts. The hot water on their skin and the feeling of him bare against her skin and her insides only helped her with the amount of pleasure she was getting.

Peter kept thrusting up into her by now he knew she had a little spot inside of her that he only he could just find.

"OH GOD!" She suddenly screamed.

'Got it,' Peter smirked finding that spot as his mouth got her ear lobe and sucked on it driving her wild.

"Oh god! Oh God, oh fuck meh! Oh Fuckin' hell, fuck meh!" She cried out rocking her hips as best she could as he quickly fucked her. They had to make this quick given that they both had places to be and although the thought of just staying here all day and fucking each other's brains out sounded great, it wasn't in the cards today.

Still the way she felt he tried to concentrate on getting her off first because when she got like this she could be a bit wild and the way she felt against him and around his cock he might just blow his load soon into her and he didn't want that.

Her breathing and cried kept increasing in pitch and frequency until she shook all over as she squeezed him tightly as she came first nearly biting into his shoulder. Rogue was coming down from her orgasm panting hard as she still felt Peter thrusting inside of her.

"I'm going to cum," he warned her as she had asked her orgasm nearly caused her pussy to squeeze his own orgasm out of him and he was nearly there..

"Pull out," she told him as he did so, she got an idea that she always wanted to try out but hadn't because she was always afraid of getting a mess on her. Well she was in the shower as she knelt down her hand gently stroking him.

"Let it all out sugar, cum all over meh," she told him looking up.

It didn't take much he had been so close to releasing his load as he grunted as his body stiffened. He watched as his white cum shot out over her nicely shaped tits, a shot landed on her cheek as she continued to jerk him off to make sure everything was out. Rogue felt the warm liquid on her body, she took her free hand to rub it into her skin. It felt so dirty doing it but it also kind of turned her on, it was like he was marking her as his woman. Plus the hot cum on her skin felt strangely nice along with the hot water.

'God this feels good,' Rogue thought as she ran her hands over her cum stained body. It was washing out but she might get addicted to this if she wasn't careful. She didn't want to get back the mansion smelling of cum, even if it was his. There were some people who would be able to smell that on her body.

Peter looked down at the wet southern bell on her knees with his cum washing over her chest. He really wished they had more time now as he really wanted to do nothing more than take her back to his bed. She smiled up at him taking some of his cum off her breast with a finger and placed it into her mouth looking at him with a sultry look.

"How long do you have to get back to the school?" He asked.

She laughed getting up and found the soap and took it. "Not long enough sugar, turn around, now it's my turn."

'Today is a good day,' Peter thought turning around.

-Later that Day-

'Today sucks!' Peter mentally groaned he was on the clock, literally. He was in costume going all over the city like a mad man. Something was going to happen at ten after three today and it would end up destroying all of New York city, maybe more.

It had started out to be such a good day too, he muttered to himself. When he got into work he had been pulled aside by Grady. The heavyweight genius wasn't your thinking in the box type of guy so he had to figure that whatever he was going to show him it would be interesting. It started easily enough, Grady had shown him this teched out doorway to the break room. The doorway was actually a doorway to literally tomorrow. Grady had gone in to get a paper to show it, but when Peter tried it, all he saw was a destroyed New York.

So here he was suited up as Spider-Man running around looking for something that could cause it, he had Grady in his ear on a two way communicator to help out. The only clue was a smashed up watch at the time of when it was supposed to happen. He had been stopping every little and major crime just to be safe but still no sign of anything that could wipe out the entire city.

He even had a run in with Madam Web or at least her astral projection of Julia Carpenter, as usual it had been a unique talk with her.

-Flashback to 15 minutes ago-

Peter had been quickly changing when Julia had appeared out of nowhere sharing the crap out of him. He hated it when that happened having a spider-sense kind of spoiled surprises for him.

"Julia Carpenter!? Wait where's the Madam Web look? You know trench coat, glasses and all that? Wait is it casual day and no one told me?" Peter asked as he was in the middle of changing. Julia was there in just a pair of jeans and a t-shirt with her red hair tied back into a ponytail. He had to admit that she was still hot outside of a skintight costume. Why the hell hadn't he ever asked her out before? He didn't care that she had a kid, hell she was in amazing shape for a mother. Especially since her t-shirt showed off a nice toned and flat stomach with a great figure.

Well despite good view of the red head he had things to do, mainly making sure they all survived.

"I'm still at home, my kid got a cold," Julia told him in her astral projectile form crossing her arms. "I told her to take a coat for the rain, but why listen to me? I'm only her mom who can also see the future."

"Peter I have to tell you…" Julia paused and then looked around.

"What?" Peter looked as well but he couldn't see anything then again he knew that although she was now blind she could see a lot more of the world than most people.

"I thought I…I thought there was someone else here," Julia looked around even more as if studying the area more intently. "Maybe it's nothing."

"Getting paranoid?"

She gave him a dirty look. "I don't get paranoid when I can see things coming."

"Must be nice," he muttered as he finished dressing.

-Present-

It was times like this Peter felt that psychics and psychic powers were way overrated. Why the hell couldn't you get a straight answer for once? She couldn't just say what caused the world to blow up and how to stop it, oh no, she had to be all mystical about it. Plus she had said that he had to be the one to fix this, no Avengers, no FF or anyone else.

He couldn't even warn anyone about it, not his friends or family. He just wished that Julia would give him straight answers when he needed it. Although she had said that she did trust him and that she was not only putting her life on the line but also her daughter's as well. So she had faith in him so he couldn't be too angry with her, he was just annoyed by the whole thing.

Peter really had no clue where to start only that there had to be something, maybe if he swung around something would trigger his spider-sense.

Just as he completed the thought he felt that familiar buzzing in his head, something was wrong and he looked around.

"Oh good it's my all time favorite mayor," Spider-Man said to himself seeing Jameson leading a parade of some kind. Something was really wrong here as he quickly decided to take in a closer look.

"Do we really have time for this?" Grady's voice was heard in his ear.

"Yeah I know time's a wasting." Spider-Man said out loud so communicator in his ear would pick it up. That's when his spider-sense kicked in. "Hold on, getting a hit on this area. Something's about to go down, I'm going to take a look around the area."

"Sure thing."

Spider-Man swung around the area trying to let his spider-sense lead him in the right direction. It took a couple of minutes but he narrowed it down to an alley near the parade.

That was when he noticed them, guys in all white uniforms and it looked like one was setting up a bomb he was about to make his move when someone else joined the party as Silver Sable rushed into the alley. He had no idea she was working security, man he wondered how much tax payer money Jameson threw her way to get her for this gig, she wasn't cheap.

He watched her from a safe distance above as she moved with speed and grace taking down some group, she heard the word terrorist being thrown out there, not the usual kind as they were all in those matching uniforms. She looked like she had everything well in hand but then a big guy in a cape and costume got up behind her.

'Oh crap, watch out Sable!' He mentally shouted seeing some costume goon he didn't recognize but had some kind of mace for a hand snuck up behind her. He raised the weapon and he managed to catch it just in time.

"You almost messed up Silver's hair. She hates that." He joked holding it still he could feel a strain the guy was stronger than a normal human but Peter was far from a normal human.

Silver looked over surprised and slightly mentally chided herself for allowing someone to sneak up on her but thankfully she had someone watching her back. "Thank you, Spider-Man I'm glad that I spotted you earlier. I've learned wherever you go trouble is soon to follow."

"That's me all over," He remarked, maybe this was why she was here now because she saw him they stopped the bomb together. Well whatever he hoped this would end the event that would destroy the city. He never noticed before but she really had a sexy European accent, well yeah he had noticed before but it was really sexy. Okay, focus time he told himself not the time to ogle the sexy mercenary woman.

"How-how are you doing this!?" The costumed villain said trying to get his arm free. "My robot arm has the strength of a hundred men!"

"What this knockoff? It says right here 'made in China', next time buy American," Spider-Man easily tore off the cyborg limb and then smashed him in the face with his own mace for good measure. He wouldn't be getting up anytime soon.

"Stop laying with him I have work to do," Silver Sable chided him as she was working on the bomb. "These fools have no idea what they are doing, this bomb could level all of Manhattan."

"Grady you catch that?" Spider-Man asked him on the other line.

"Yeah. But that makes no sense, we still have eleven hours before the blast. This can't be it."

"Quiet," Silver snapped as she was trying to focus. "This bomb is very amateurish, either of these leads could set it off. I just have to pick the right one…" She looked at the mess of wires. Either these men were truly incompetent themselves or they hired someone equally as incompetent for the bomb. It was a real mess of an explosive.

"Ah this should be it," She found the wire and was about to pull it out.

"Don't!" Peter yelled at her as his spider-sense range like a gong in his head.

"Oh really?" She was surprised by his yell but she had years of experience with bombs. She told him as much not liking someone questioning her skills.

"Yeah well if it's a fifty-fifty choice I'd go with the guy with the spider-sense." He told her getting to the bomb and picking the opposite wire she had chosen. They looked to see the bomb deactivate it. "Ha! And the day is saved by your friendly…"

"Nobody!" Jameson barged in, he had seen his expensive bodyguard run off and he wasn't one to just let her out of his sight. It was a good thing too as he had just seen would have ruined him if it got out. "This is all classified, no one will know that a nuke got smuggled into my city like this."

"Aw, so no parade or me then?" Spider-Man didn't really mean it he just wanted to get under J.J.'s skin which of course it did work but it would be nice to get a reward at least some time. Not all the time but just a 'thanks' now and again would perk up his day. Oh well he had a much bigger problem to face that he really should be getting back to.

That was when he noticed Silver Sable walking up to him.

"Spider…" She moved up to him and pulled up his mask.

"Sable?" He asked not sure where this was going but she wasn't pulling it all the way up. He had been here before and

"On behalf of the people of Symkaria, please take this reward." She pulled him into a kiss.

Normally Peter might have been put off his game when a sexy woman suddenly did this but from what he had been experiencing lately and his talk with She-Hulk, he figured why the hell not. He pulled her deeper into the kiss holding her waist as he placed his tongue into her mouth.

Sable was surprised by his intense response but soon fought back with her own tongue. He had just saved her life twice and all of the city. She had been wrong with the bomb they must have altered it so if anyone tampered with it, it would go off. She owed him her life again, she felt the urge to thank him in a much more intimate way.

She whispered into his ear, "Tonight, Imperial Hotel, the presidential suit. I'll be waiting for you at Eleven. Do not keep me waiting."

"Uh…yeah sure," He felt a bit light headed from that kiss as he swung off.

"The hell…dude did she just ask you out?" Grady's voice was heard in his ear.

Damn, he had forgotten about that she had spoken right into the ear with that communication device.

"Uh…I'm sure it's just to thank me." He told him. "Come on we got a disaster to avoid."

"Sure thing Casanova."

He could hear Grady smirking through the communication line.

-Later that Night-

Peter was on a rooftop overlooking the Imperial Hotel, it was getting close to eleven. He had thought about not showing up but that might have been rude to ignore her offer and honestly with the whole talk with She-Hulk he decided that maybe it was time to just go with the flow. He had a pretty good idea where this night might lead to and in all honestly he was kind of looking forward to it. Sable had always been this mysterious woman that he didn't know much about although she was a very sexy woman.

The day had ended on kind of an anti-climatic note, he had talked with Mary Jane in a café. He hadn't told her everything but damn did she give him advice that really saved the day. He would have to thank her later for that. In the end all they had to do was just turn the damn thing off, the time doorway had been the cause of it all. Because they left it on it had basically overloaded and blown up. Sometimes it was the simple things you overlooked.

So when all of that calmed down he knew that he had a date to keep.

He decided not to keep the lady waiting as he jumped off the building and swung up to the top suit. He saw that the door on the balcony was wide open and he was kind of afraid he might have picked the wrong place. It was the only open door and the lights were on.

He walked into the place and looked around, it was very much the kind of five star hotel room that he couldn't afford, yes his new job paid much better than when he did freelance work or as a teacher but still, this place made him feel like he was wasting money just standing here.

"Hello?" He called out. "I'm not a robber just your friendly superhero just checking in."

He really hoped he got the right room, then a door opened and out walked Silver Sable. She came in wearing a pure white silk robe, her hair all undone as she smiled at him. Damn that woman could really make an entrance.

"Oh good for a moment I thought I got the wrong room." He joked.

"I'm glad you didn't, please join me," He turned around and walked into the other room.

Peter mentally shrugged as he walked in and it apparently led from the living room area into what looked like a dining room. On the table there was a meal already there with candles and everything.

"Why do I suddenly feel like Julia Roberts?" He muttered to himself.

"I would like to think I'm better looking than either her or Richard Greer," Sable told him sitting down.

"Ah, so you know that one," Peter told her sitting down across from her. He could have made a Roberts joke about her getting paid but given she had been a whore in that movie then the comparison might have been offensive. He decided on a safer line of conversation.

"Got to admit you do look a lot better than either of them." He told her.

"I hope you don't mind a little food," Silver told him sitting down as he sat across from her. "It was a busy day and a very trying one with your new mayor."

"Hey I've had to deal with him for years." Peter told her looking at the food it wasn't a full meal but it did look good.

"You truly are a hero to deal with that man on a constant basis," She smirked since the man got on her nerves all day long. She was thinking of putting the man on her black list, the clients she refused to do business with just to avoid that unpleasant man. But she did this work for her people the money she earned went to her small country.

"It helps if you tune out what he's saying and replace it with that sound adults make in the Peanuts cartoons." Spider-Man joked. He was surprised to see her actually smile at that, he couldn't really remember seeing the woman smile all that often, if at all. She was usually so serious and business like when they had worked together in the past.

"What is it?" She asked seeing him stare at her.

"Nothing, just that I think you got a pretty smile. You should do it more often," He noticed her lips tugging into a smile again. "There, see right there."

"In my line of work I've had to keep myself professional," she started to slowly eat the food. "But I've always smiled around you."

"Wait, when?" Peter paused trying to think about it.

"Not on the outside but on the inside," she told him honestly as it was one of the reasons she found herself drawn to this man. He could make her smile and that was a rare thing in her life, it was full of violence and happy moments were few some days. He always seemed to find the lighter side of things or tied to even in the direst of circumstances. You also despite any odd go into any battle, especially if friends are at stake. If a stranger is in danger you risk yourself every time to ensure their safety."

"Well, kind of goes with the territory," he shrugged.

"No, for you it's something more than that. You truly are a good man," She swirled the wine glass as she took a sip her eyes never leaving him.

The rest of the small meal was eaten up as they made some small talk he even got to ask her a few things he always wanted to. Little things, stuff that she liked to do favorite things like music and film. Even asked a bit about her homeland, he didn't know much of the small European country. She answered everything and even did the same. The time flew by as they got to know each other better and soon the meal was all finished.

"Well that was good," Peter wasn't sure what everything he ate was but he felt it was pretty expensive and elaborate stuff that he would never normally eat. "Too bad there is no dessert."

"If it is a dessert you crave," She stood up and walked over to him taking his hand. He stood up as she led him to another room. "I believe I have something appropriate."

Peter felt his heart rate pick up as he got a good idea where this was leading. She led him to a large bedroom, it was stylist like everything else and a very large bed. She wrapped her arms around his necked as she pulled him into a deep and sensual kiss. Peter returned it feeling his hands glide over her sides of the silk robe.

He lost himself in her kiss, enjoying it without any regret. When he was finished with her lips he moved down to her exposed neck. She moaned in appreciation pulling him in close feeling his mouth, his lips, his tongue and even his teeth lightly over her soft neck.

After a little fun she pushed him away with a smile as she undid the robe making it fall. Peter got an eyeful of her now. She had been wearing a white silk lingerie, the top was a corset looking top that looked to zip down from the front and pushing up her breasts just a bit to give a bit more cleavage. A garter belt attacked to long white stockings and a thong completed it all.

"Wow, you really know how to accessorize," Peter told her.

"I do pride myself on how to set up for a mission," she told him as she took the hem of his shirt.

"So, uh…about the mask…" Peter had told She-Hulk who he was since they had a lot of history together. He had only known Silver for awhile and they only met a few times but she did seem like the trustworthy type but he would make it her choice. Hell it wasn't like the FF or some of the Avengers didn't know who he was.

"You can keep it for now," she told him taking off his shirt as she ran her hands along his strong frame. "Trust needs to be built and tonight we shall build it together." She started to kiss and lick his chest slowly.

Peter felt her exploring his exposed chest as he figured to get rid of the gloves and his webshooters. Pulling them off and dropping them to the floor he shivered as her tongue trailed along his abs. He was thankful he showered before coming over here and put on a spare suit. He really doubted she would want him smelling of sweat and grim from a full day. She got to his waist band and belt, slowly she took off the belt as he watched her slowly pulled down his pants for his boxers.

He stepped out of his pants as he only had the feet parts of the costume on as she was now faced with his crotch.

"Oh this looks very interesting," she smirked as she ran her hand over his bulge. "Why don't you go lay down and make yourself comfortable?"

Peter didn't want to argue with the lady as he got onto the large bed. He could feel the comfort of it, he was considering after the fun to check out what kind of bed this was but then thought if it was in this place, he most likely couldn't afford something this good. He watched as the European beauty took the sash from her robe and then crawled on top of him.

"Do you know something I highly respect?"

"White matching clothing?"

"Control," She took his hands and slowly started to tie them to the bed post, it was one of those types that looked like a gate instead of one solid piece.

"You do know I could break these like tissue paper right?"

"Oh I know," She finished with one wrist as she tied it not very tight as this was more symbolic to her. She started on the second hand. "But this is all about building trust, I know you can get out of this but you won't. You're trusting me by giving me total control and with that trust I plan to give you a very good experience."

"I'll admit, I'm usually the one tying people up," Peter remembered a few times with MJ he had some fun with tying her up with his webbing. A couple of times suspending her from the ceiling as he enjoyed himself before the hour was up and the wedding dissolved. So for him being tied up like this was a new experience so maybe it was karma coming back on him.

After she was finished she kissed down his chest and took his boxers and slowly pulled them down. She was pleased by what she saw, he certainly was gifted. She pulled the boxers off and threw them aside as she took his cock and licked it, teasing him slightly. Peter breathing grew deeper as he felt her warm and wt tongue on his shaft. Soon she took the head of his cock into her mouth her hands caressing his thighs.

He was a bit too long for her to take all the way at the moment but she swirled her tongue around the head playing with it before slowly taking him deep. Her bobbing head going down an inch at a time. Peter threw his head back with a groan as he had this sexy white haired mercenary sucking him off. Her hand went to his balls gently cupping them in her hand. She pulled out with a slight pop from her mouth.

"Ready for more?" She asked huskily.

"God yes," He breathed as his erect cock felt like it might explode at this moment.

She reached over to the little table and opened a drawer. She pulled out a small condom as she opened the package throwing it away and took the rubber material in her mouth. Peter was going to ask her what she was doing before she went back to his dick and using her mouth put the condom onto his penis.

"Whoa, that's a new trick." He told her.

"Something I picked up," she told him as she sat over him and pulled aside the panties with one hand giving him a good look. She had a small patch of very trimmed hair there and apparently her white hair was natural. With her other hand she took his condom clad dick and started to rub the head against her slit slowly, teasing him.

"Jeez, don't keep a guy waiting." He begged as he wanted her, she had railed him up and he would like nothing more than to bury himself inside of her. He felt the silk around his wrists and was reminded that this was her game and her rules.

Sable was eager to feel his member inside of her but she was disciplined and she knew it would be worth the wait. Feeling the head against her slit she eased herself down sighing feeling him fill out her insides. She slowly sat down until he was firmly inside of her body, taking a moment to enjoy it she ran her hands over his strong muscles. Slowly she rocked her hips loving the way he pressed against her inner walls.

"Oh god Sable," Peter felt her move her hips in circular motions as he could feel the heat against the condom.

"Just wait," she told him as her hands slowly went over her front as she lazily caressed her body, then her hand went to the small zipper as she slowly undid the front of her garment. Pulling it open and slowly letting it fall off Peter could now see her bare breasts. She had small but erect pale nipples with a large areolas surrounding it.

He really wished he had his free hands to feel up those lovely looking breasts. They weren't the biggest ones he had seen but they were round, perfect and firm looking. God he wanted to touch her body so much that he felt like he was torn between torture and bliss as she moved her hips. He could feel how the palms of her hands weren't soft but had a bit of a rough feel to them. It wasn't unpleasant but he could tell her hands had worked a lot.

The rest of her body looked soft and inviting, he could help but take her in, her body was physically fit with no fat on her at all yet she still kept a very feminine look to her body.

She closed her eyes as she enjoyed this slow rocking of her hips as he responded in kind. She was glad he wasn't impatient, she wanted to enjoy this for as long as she wanted. Thinking he deserved a bit of a treat she leaned down rubbing her breasts against his bare chest.

"How does that feel?" She asked him.

"Damn you feel really nice," Peter told her honestly as he got a good whiff of her perfume. Her breasts felt great against his skin. He really wanted to feel them with his hands now, to take them into his mouth but that wasn't part of the rules.

She kissed him slowly against as her tongue ran around his lips, he opened his mouth as their tongues battled for dominance. She then nibbled on his lip sucking on it slightly, she sat up feeling her arousal peeking. She had teased him long enough she wanted to ride her spider, bracing herself on his chest she started to bounce herself on him.

Peter nearly thanked god that she started to move, he wasn't sure how much teasing he could take as she started to ride him slowly. Rising and lowering herself onto his dick, her slick inner walls eagerly gripped him as the smooth condom helped him to glide into her waiting body. She moaned in pleasure gripping his chest slightly as the wet sounds of their lovemaking grew louder and louder.

Peter moaned as he matched her falls, thrusting up into her. Her pace was slow and deliberate as she seemed to be drawing this out.

Silver moaned with each thrust rocking her hips as she went her waist moved like a snake as she would make circles or rock back and forth. She could put belly dancers to shame with how she was moving, she leaned down to lick his chest, looking at his masked face the entire time.

"Do you like the feel of me Spider?" She asked him.

"God yes," Peter groaned.

"I love the feel of a good man," She told him sitting back up and now she was riding him harder. "I love a strong man, a good man, an honest man and god yes, you have such a nice manhood to go along with it."

She closed her eyes as she started to ride him harder and faster now finding that her peek was starting to be reached. She slammed herself harder as their hips started a smacking sound as her voice grew in tone.

"God you're so beautiful," He told her which made her eyes snap open and look down at him. She leaned in and kissed him riding him just as hard.

"I appreciate that," She gripped the small metal bars of the headboard her mouth open as she shut her eyes her hips thrusting rabidly.

"I'm cumming! Cum with me, cum with me!" She cried out.

"Fuck…fuck I'm going to cum!"

"Do it, cum for me!" She screamed out as she threw her head back letting out a primordial scream. Peter joined her finally getting his release as he felt his cum fill the condom. She fell onto him both of them sweating from the effort as she shuddered rubbing her body against his chest.

She needed a bit of a rest after that orgasm to catch her breath before kissing him slowly, almost lovingly caressing the side of his face. He returned it but he still had to control himself from getting out of the silk bindings.

"You truly do have skill as a lover as I had hoped," she got off him as she took the condom off his penis. She put the used material in a waist basket by the bed.

"Well I do aim to please."

"Oh you did," She got back on top of him slowly releasing his hands from their bindings. "However I hope that is not all you have for the night."

"If that's you asking if I can go another round trust me, I don't have spider enhanced stamina for nothing." He flexed his hands and arms finally free as now he used them to travel up her naked form.

"Oh that's good," She told him both that he could go again and from his hands. She placed the silk belt out in front of her. "Now I believe it's your turn to take control."

Peter grinned as he took the silk material as she got off him and onto her back, placing her hands in the same position Peter's had been. Now it was Peter's turn to tie her up, he made sure they weren't too tie as he now had the famous Silver Sable tied to the bed and all his to enjoy. He looked down at her slightly sweaty body her breathing deep making her breasts rise and fall as she nearly writhed under him in anticipation.

"This is going to be fun," He said as he captured her lips with his own his hands slowly exploring her mostly nude form. He was going to take these panties off but he might leave the garter and stockings on, she looked pretty hot with them on.

"There are more condoms in the drawer," She told him helping him slip off her panties.

"How many?" he asked.

She grinned at him, "Enough for the night and into the morning if you're up for it."

"I do so love a challenge," He kissed her inner thigh moving up to her glistening pussy.

While this was going on, sitting on a chair unseen or unheard by the couple in the room was the Greek Goddess of Love herself fully naked as she had two of her fingers thrusting slowly into her soaking wet pussy. Her large nipples were already hard as she was toying with one of them. She had been enjoying the show as this Silver Sable really knew how to take control and give it in reutrn, she liked her already and the spell didn't have to do much work. Apparently the woman already had feelings for the man and it only made her take a little extra push to things beyond that kiss earlier today.

Aphrodite had been watching her new favorite mortal run around the entire city, he had ignored that red headed friend of his, poor woman most likely had to go home and take care of that urge herself. But this white haired warrior woman had been a pleasant surprise. The only downside had been that damn Seer. She had nearly exposed her, she had felt a mystical eye on her mortal from time to time but now she had a good idea it was this Julia woman.

Normally she liked to sit back and enjoy the show but this woman might cause her trouble later on, she would have to be dealt with. A smile grew on her face as she thought of just the way to deal with this woman. Perhaps if she could be brought into this little fun she would be too busy to notice things going on. Aphrodite had a way to do it as well, all it would take would be to direct a few images to the woman's mind, it shouldn't be too hard as the Seer was already keeping tabs on Peter.

Oh yes, this was going to be so much fun she smiled to herself as she continued to pleasure herself to the show in front of her. Maybe she could also visit Peter again soon as another 'dream' as she was starting to want what these women were getting.

Next up Chapter 8: The Oracle

The Spider and the Goddess

Chapter 8: The Oracle

Julia Carpenter woke up in her bed sweating with a start, she was breathing heavily as she fell back onto her bed and placed her arm over her eyes. Although she didn't have to, being physically blind now she didn't 'see' like normal people. She saw the world in a way that her old eye sight couldn't even imagine. So placing something over her eyes was kind of pointless as she could still See the world. It was just habit forming.

"God damn it," She muttered to herself she pulled the covers to reveal her body. She was wearing just panties and a loose wife beater top. She was still physically fit and she had spent a lot of time and effort getting her stomach back to a nice flat surface after her pregnancy. The only problem she had was the wet spot between her legs, her panties were soaked in her juices and she could see her nipples poking at the thin material of her top.

"Why is this happening?" She asked herself not used to not having answers, not when she could see the future. Her long red hair was slightly tangled up as she got up to changed out of her spoiled underwear. She didn't want her daughter to see her by accident like this. This had been going on for weeks now, every time she went to sleep she kept seeing things in her dreams, or maybe she should say someone in her dreams.

She kept seeing Peter in various sexual acts with other women, the first time it had happened she had thought it had been just a dream. It hadn't stopped and even now when she was awake she saw visions of whenever Peter was with another woman. She had gotten used to having visions and knowing what was going to happen or what was happening in the world around her but this was getting harder and harder to deal with.

Mainly because she hadn't been laid in months and now she was horny and with no way to satisfy her urges. Oh sure she had been able to sate herself somewhat through more personal means when she was alone. But masturbation could only do so much, after some time you started to crave the feel of another person. To feel the warm flesh of someone against your own, all the little touches, the sounds, the words spoken in the intimate act. You couldn't replace all of that and now she was starting to crave the feel of someone else.

She needed something to help push these thoughts away, maybe a cold shower would help. It was still early and her daughter Rachel wouldn't be up yet. Going to the bathroom she closed the door and started up the shower. She stepped in hissing at the cold as she tried to ease the almost burning desire of her body. The cold water seemed to wash it away until she felt better and slowly turned up the heat so it was mildly warm. She grabbed the soap and started to wash her body.

She was still in the shower when more images suddenly showed up into her mind, these visions were so vivid that it almost felt like she was living them.

At first it was Peter with the red headed former model and actress Mary Jane, she knew of their past together and of what they had been doing together. The two were currently at Mary Jane's apartment, Julia could see the scattered clothing all over the bed room as the two were already at it. Julia didn't know if this was the past, present or future at the moment, it wasn't always clear but she could see and hear everything.

She experienced Mary Jane riding on top of Peter, her hands on his chest as she cried out with her head thrown back as she bucked wildly on him, he was holding her hips as he helped her. Julia's breathing increased as she could almost feel the sensations, the smell of sweat and sex, hear the sounds.

Julia's hand slowly started to roam over her wet body as she experienced another vision. This time it was Peter with She-Hulk, she had learned in past visions that Jennifer liked her sex a little rough at times, she liked it hard as she could take it. Most likely all that repressed sexuality was unleashed when she was She-Hulk, in her vision she saw them naked. She-Hulk was up against a wall as Peter fucked her into it, her green legs wrapped around him as he held the jade giant by her ass as he hammered her.

Jen was bucking back thrashing around. Julia couldn't remember the last time she had a rough fuck like that. Although she preferred her sex not so rough sometimes a little 'angry sex' could make you feel like bliss after doing a marathon. She was rubbing her naked body now under the water, her fingers gliding over her beasts and stomach.

The next vision was of Peter was sitting on a couch as Carol was on her knees her head bobbing up and down as she took Peter's member as far as she could. Peter ran his hand through her hair as she continued to pleasure him. One of her hands was fondling his balls while the other reached down to pleasure herself.

Julia's own fingers went down to her own slit as she slowly rubbed it.

Her fingers started to work herself up as she saw the visions, almost as if she were the women in them as Peter fucked her like he was fucking them. Silver Sable was next, on her hands and knees with Peter behind her fucking her.

Up on a roof top of somewhere in New York it was night and now the image was of Peter in costume or at least most of it. His pants were down around his knees as he was pressing up against Black Cat. Her own costume had been opened and pulled down to her ankles. Because it was a one piece suit she was completely naked except for her mask. She was pressed up against a brick surface as her large tits slightly graded against it.

"Do it Spider, fuck my ass like you mean it!" She told him.

Julia had never tried anal sex before as she watched the white haired woman take all of Peter inside of her ass. She had no idea something like that could go up all the way inside, she felt if she tried that it would hurt like hell but Black Cat was enjoying it.

All these women getting pleasure from the same man, a man she knew as her fingers kept thrusting again her other hand grabbing hold of the wall in front of her as she was bent slightly forward her mouth open as she tried not to cry out not wanting her daughter to find out what she was doing. Suddenly it finally came, she felt herself cum as she shook a trailing moan escaped her mouth as she rested her head against the wall. Letting the water wash away the cum from between her legs as she tried to control her breathing.

A knock at the door startled her, which was rare but it did happen when she was distracted.

"Mom are you nearly done in there?" Rachel asked through the door.

"Just finishing up honey, I'll be out in a minute," Julia called out, she quickly finished washing herself as she made sure there would be no evidence no matter how small of what she had been doing.

After the shower she made breakfast and saw her daughter off to school. Now that she was alone Julia tried to take her mind off what was happening, these visions didn't seem normal to her. Why was she seeing all of this?

It was like she had a pornographic channel right in her mind and Peter was the star. She had wondered once what it would be like to date him back when she was Spider-Woman but they never did. Now she was seeing what it would be like to be his lover through the experiences of other women he was currently with.

The worst was that she hadn't felt the touch of a man since her breakup with her last boyfriend after that whole Civil War horror. That had been a time she wished had never happened since all the things that happened to not only her but everyone.

Julia was sexually frustrated, all these images weren't helping with that. It wasn't easy when you had a young daughter and were blind on top of that. Not that you could tell she was physically blind these days but it wasn't easy to find guys willing to get with a woman with both. It also wasn't like she was young enough to hit the clubs, oh sure she had her daughter kind of young so she was still good looking and not even thirty-five yet, but still the longer it became the harder it was to find someone it seemed.

Then you get her new role as Madam Web and it was hard to date when you could see things ahead of time. True the few times she had gone out she was able to see if the guy was some kind of scum bag or not worth her time. So that saved her a lot of time but it also meant a lot of lonely nights in her bed.

-Peter's Apartment-

Peter was just trying to catch a quick shower before getting back to work, he had snuck out of his lab when he heard the news of trouble downtown from the small TV in his lab he kept on the news at all times for just such a reason. Turned out Rhino had been up to trying to take out an armored car of all things, well it was a classic and his suit would allow him to rib the doors off without trouble.

Apparently he hadn't thought of his escape though since Peter was able to catch up to the guy who was getting away on foot. Still he had finished up, the money would be returned and he hoped to get back to the lab and finish off some work he was in the middle of. He was currently trying to recreate his stealth suit that Kane took when he left town. Not an easy thing to make and honestly Peter didn't expect to have it returned to him at any rate.

So since his place was on the way he needed a quick shower from all the sweat and the fact that Rhino had thrown a damn garbage bin at him to get the smell out. His poor costume however would need a couple of washes, thankfully he kept extra for such emergencies. After Peter was convinced he got the smell off him (and what felt like a layer of skin from scrubbing) he felt better.

He was just getting out of his bathroom only in a towel around his waist to find none other than Madam Web there waiting for him.

"Jeez! Give a guy a heart attack why don't you?" Peter jumped he hadn't even heard her come in although he guessed that was because she used the same window he did to enter and leave without people noticing.

"Sorry but I had something I needed to talk to you about in person," Julia told him taking off her gloves and setting them down on a small dresser along with her dark glasses.

This didn't go unnoticed by Peter, "Hey wait no astral projection this time?"

"As I said this had to be in person," She told him walking up to him noticing his slight nervous and confused look.

"So…what can I help you with?" Peter really wasn't sure what was going on, she could have just used her astral projection to talk to him but here he was alone with a woman nearly naked. He had to admit he had fantasized about her awhile back, back when she was wearing that black and white Spider-Woman outfit. It had hung to her body and had given him a few impressions on what was under it of course.

He also remembered back when all the spider powered people were being hunted by Kraven's psycho family and she made a comment about his joking was why they had never dated. That moment had always made him think that did she have those thoughts as well? He wouldn't say no, hell lately women were throwing themselves at him and although it took some time he was enjoying it.

Of course it was a bit exhausting to keep all these women happy but hell, with all their busy lives it wasn't like he was seeing them all at the same time, that would kill him. Now before him stood Julia Carpenter and although her blue eyes were blind she was looking right at him with a look he had seen all too often lately.

'Oh no way, really? Is this really happening?' Peter thought to himself but put any more thoughts on hold just to be sure. The last thing he needed was to jump the gun and get a slap to the face because he read the situation wrong, well he would see where this was going.

"You know as a psychic I see a lot of things right?" She told him walking up to him getting close enough to smell the pine scented soap he had been using.

"Yeah see all and know all right?" He joked.

"Yes and I've been seeing a lot lately," She placed her bare hands on his chest rubbing them slowly. "Especially what you've been doing lately with, let's see…your ex-girlfriend Mary Jane, Black Cat, She-Hulk, Silver Sable, Carol Danvers and let's not forget Rogue."

Peter swallowed equally because he was in fact reading the signs correctly and also that she had seen those intimate events.

"Ah…so, you've seen all of…that huh?" He felt a bit embarrassed like someone had found out he had done porn in college for the cash (which he hadn't) and she was calling him out on it.

"Yes, all of it, all the time lately in fact." She felt the strong muscles under his frame as she inched closer to him. "I don't know why but maybe the universe was trying to tell me something. You know you've been making my life very difficult lately."

"What, how?" Peter was a little defensive about that, hell if anything she made his life more difficult with her vague prophecies sometimes. He hadn't done anything to her at least nothing that should make her life difficult.

"You know how hard it is to try and be a sexually frustrated single mom, whose blind by the way and how hard it is to find dates let alone find time for any kind of love life?" She told him feeling like some of the frustration was his fault even if it wasn't intentionally. "Then on top it off I keep seeing you making women, some that I know, moaning and screaming in pleasure that I haven't known for some time now?"

"Oh…uh, sorry about that but I can't control what you see," Peter scratched the back of his head. He felt bad for her now, he had dry spells before and suddenly seeing the kinds of things he had been doing without any kind of release would have given him a massive case of blue balls. Not sure what the female equivalent would be but he did feel bad for her predicament.

"So since you're Mr. Powers and Responsibility, do you think you can take the responsibility to help me with this problem?"

Peter knew that he should get back to work but on the other hand he felt bad for her and hell she was one of the list of women if he was honest had been on his fantasy list back in the day. He looked at her seriously as he pulled her gently closer to him.

"I'm willing to if you want."

"Good answer," She breathed before capturing his lips with her own, pulling him against her as she wrapped her arms around his neck. She hungrily kissed him as it felt like all the built up pressure in her body was suddenly released in a torrent of emotions. Peter returned it as best he could as he quickly learned just how much in need she was in.

Finally they pulled away for a breath before he commented. "Damn Julia you really do need this, although I feel like I'm a little underdressed in comparison."

"No worries," She undid her coat and slipped out of it letting if fall giving Peter a good view that she was nothing else on other than some sexy looking red underwear, her scarf and a pair of heeled boots that certainly gave him the impression of being a pair of 'fuck me' boots. She pulled off her scarf and wrapped it around the back of his neck pulling him in for another heated round of kissing.

Now Peter's hands could explore her body, her skin felt soft to the touch as he trailed her sides making her give slight moans of appreciation. He caressed her back as soon one hand found her firm butt giving it a gentle squeeze. He had thought that Sue Storm was a MILF but he certainly was going to place Julia in this category now.

Soon Julia wasn't one for just the kissing, she needed more but first she wanted to see feel herself what she had only seen in her mind before now. She kissed him to his collar bone as she slowly went down his chest, het hands rubbing his upper body as she slowly slid down. She knelt down as she licked his abs, they were a great six pack and she always liked that about guys, as she thought they looked sexy to her.

She felt his hands running through her red hair as she soon found something poking from the cloth around his waist. She undid the towel letting it fall and freeing his manhood. Looking up close she had to admit he was a great size and he kept himself nicely clean down here. She gently stoked it a few times getting a feel for it before kissing the tip.

"It's nice seeing this in person for a change," She told him before gently placing the tip in her mouth and started to slowly suckled on it, her tongue rolling around the sensitive head.

"Oh god Julia," Peter watched as she slowly almost painfully took him deeper in her mouth. She only would go in a little before going back to the head to tease before taking him slightly deeper in long slower slides. If he didn't know any better he swore she was somehow giving him a taste of her own frustrations.

Julia soon found that she couldn't get the entire length down, not without gagging as she hadn't had many men this long. With a wet pop she took the cock out of her mouth looking up at him with heated eyes as she wanted more, her body burned with need. She got up and with the scarf around his necked pulled him to the bed. She crawled onto it giving Peter a good look at her ass as the thong she was wearing just for this moment was supposed to do. She turned onto her back as she cocked a finger to him with a smile.

Peter smiled back as she crawled on top of her and passionately kissed her hard, pressing his body weight down onto her as the two starting kissing each other, their hands roaming over their bodies exploring each other. Peter wasn't surprised by how well in shape she was in, after all it wasn't all that long ago she was wore a costume and had been on teams like the Avengers. Although he did admit for someone that was a mother she had a great body still.

One of his hands cupped one of her breasts still under her bra, from what he could tell they were still nice to the touch and he couldn't wait to see what they looked like.

For Julia she ran her hands over his body, knowing full well the kind of things he had been through. She felt all the strength in the muscles under his skin. She knew all the injuries he had suffered through with her fingers gliding over the skin. She could almost mentally feel it all through her mind's eye, she felt the heat of his clean skin against her own, she loved the weight of him pressing down onto her but not crushing her.

She gasped when his fingers found the front of her panties as he gently started to rub her through the material. She decided on giving him some of the same treatment as she reached down to touch his member. It was already hard in her hand as she softly stroked him. He gave a half growl into her neck making her shudder slightly, she liked that sound nearly animalistic nature of it.

"Take them off," She told him after some more teasing as the front of her panties were already getting wet.

Peter pulled back as he was on his knees grabbing hold of the sides of the garment slowly pulling it down her shapely legs. Throwing the garment aside he could see she had shaved herself, and it looked pretty fresh. He ran his hand along the smooth skin as she shifted wanting more. Peter started to go for his small dresser next to the bed where he kept the condoms before she grabbed his wrist.

"Don't worry about it."

"You sure," he stopped himself before he saw the look she was giving him. "Right, psychic."

"Now please placed that inside of me, I really need it." Julia told him as she thought about all the women he had been with lately. Some might have been younger or have better parts like a better ass or bigger tits. But she was sure she could do something she bet those others couldn't. She took hold of her knees as she stretched out her legs and pulled back.

Peter was surprised by how flexible she was at first, she had pulled her legs back all the way. He had never been with a woman as flexible as he was. Then again she was one of the spider themed heroes with the agility to match. He guided himself to her opening as he pushed himself inside, Julia sighed in contentment feeling a man inside of her for the first time in months.

He found that although she wasn't as tight as some women she wasn't exactly loose either, after having a kid he wasn't sure what to expect but she did feel good around him as he filled her to the brim. With her legs bent back he could reach all the way, he leaned over as he started thrusting into her warm body. Peter leaned over her supporting himself above her as used his whole body to thrust over and over into her.

Julia moaned as he fucked her, she could hold her legs like this for an hour if she had to. She moaned with every thrust into her body, the whole bed was starting to shake with their movements.

"Oh god yes, this is what I've needed," Julia moaned finally getting the feel of a man inside of her again.

"You like that huh?" Peter told her as he grabbed her hips as he pulled her towards him with every thrust.

"Yes! I do like it, oh god Peter you have no idea how much I've needed this!"

Peter had to admit she looked so sexy there on her back holding her legs wide like a gymnast as he watched her breasts sway around with every movement.

"I want to feel more," she moaned, "Fuck me harder Peter I can take it."

"Alright," He pulled her onto his crotch with more of his strength knowing she had similar powers as his as her back arched throwing her head back in a cry of passion. "How's that? How's that feel?"

"It feels great don't stop!"

Peter kept up the work with his physic he could keep this up for some time. Lately it had seemed his stamina in bed had been better or maybe it was just he had never noticed it before. Whatever the reason he was enjoying his time now. Plus it was like living out a fantasy being able to fuck so many beautiful women. He knew it couldn't last but lately he was going to enjoy however long it did last.

"Faster, I'm almost there," Julia gasped.

Peter increased the pace of his thrusts the wet sounds from his dick slamming into her wet pussy increased in tone. He jack hammered into her as he finally let go of her waist to lean over her pounding her pussy as quickly and as powerfully as he could safely. She moaned out as her head rolled around losing herself in her passion. Peter took one hand with his thumb he attacked her clit rubbing it quickly.

"Oh god yesssss!" Julia came like a rocket then as she hadn't been expecting him to do that as it pushed her over the edge. "Cum Peter, I know you want to!"

He grunted a few times as he pulled her against him and let out a groan as he filled her body with his cum. His dick pulsed as he felt himself empty into her waiting body. Slowly he pulled out of her as he got on the bed next to her. She rolled against him resting her head on his shoulder.

Resting for a bit as they caught their breaths they were enjoying the feeling of their naked flesh against each other. Peter pushed up a little to capture her lips as she eagerly kissed him back. Soon they sat untangled each other as both were eager for another round. She reached behind her and undid her bra throwing it away.

Peter got a good look at her topless form, with pale nipples as she sat on his waist kissing him deeply as she wrapped her arms around his neck. He held onto her hips as she ground her sex into his, using it to work him back up to a nice hard length against. Peter shifted their kissing as he kissed down her slender neck he got to her collar bone before he shifted his hands to her ass and lifted her up.

She was surprised by this for a moment forgetting just how strong he was that he could lift cars over his head, then again had similar strength herself. Then she jolted as though a lightning bolt went down her spine as his lips captured one of her nipples. She cried out quickly pulling his face to her tit, wanting more of it. She felt his tongue run around the nub, gently biting on it and then liking it while in his mouth.

He was surprised by how energetic she suddenly became and when he gave the nipple a good long suck she seemed to almost spasm as he suddenly felt her fluids dripping down onto him.

He pulled away looking at her panting face, "Did…you just cum?"

"A…a little," Julia panted out and she guessed it was time to admit to it. "Actually I'm really sensitive on my nipples, always have been."

"Oh really?" Peter hadn't met a woman this sensitive in that area. Then again all women had different areas that where sensitive. Mary Jane had this little spot on her spine, Carol had a spot on her collar bone, Rogue loved her ears being nibbled on and so on. "That must have been awkward with your daughter and breastfeeding."

She gave him a leveled look, "Do you really want to get into that or would you rather just keep fucking me?"

"Ah, good point." He said and took her other nipple as he sucked hard on it making her gasp and then cry out in pleasure.

Truth was she really rather fuck than talk about it, she had tried breastfeeding Rachel when she was born but to her eternal embarrassment it had felt too good. It had been a worry for her since she had found out she had been pregnant. In the end she had gotten a breast pump and bottled the milk herself, it still left her with at least one orgasm sometimes but at least she felt less weird about it. She also never once talked about it to anyone and she wasn't going to start now.

She cried out as Peter gave the nipple a particularly hard suck making her spine shiver. He switched to the other one taking the hard nub into his mouth sucking on it. She cried out as her whole body felt electrified. Every time he sucked on her nipples she felt like orgasming right there. The feel of his body against her skin, his cock in her hand, the way he treated her nipples and the feel of his warm cum inside of her body. It was like she had been dying of thirst and now she was swimming in water.

Peter felt himself rock hard listening to her moan and thrash around, her soft hand on his dick had worked it's magic as he wanted to go back inside of her. He pulled away as he sat down in front of her holding her legs gently.

"Want to try something?" Peter asked her.

"Just as long as you put that back inside of me," Julia told him.

Peter had wanted to try this before, he had done it a few times with MJ but since Julia was very flexible this should be no problem. He closed her legs together and pulled them up so while she was on her back her legs were sticking straight up. Peter used his free hand to help him find her pussy as he pushed in.

"Oh god you feel even better now," she moaned.

It was a trick he had learned to help make a woman feel tighter as he fucked her, letting her legs rest on his shoulder. He grabbed her legs as he started to fuck her like this his hips thrusting in her over and over. He watched her moan out in pleasure as her hands grabbed her tits, playing roughly with them, pulling on her nipples as he buried himself into her. She was still very wet from her own juices and his own cum that he had deposited earlier.

Now though it was like her pussy was squeezing him as he rocked them as the bed rocked with them. He was glad that the headboard wasn't against the wall or else the wall would have been taking some damage by this point.

"Oh yes, fuck me Peter, don't stop fucking me." She clawed at the bed feeling her next orgasm coming.

"Damn it Julia I've wanted to fuck you the first moment I saw you in that sexy suit of yours." Peter told her.

"I still have that old suit," she gasped remembering how she had her old costumes still in a closet somewhere. She was certain she could fit into her old Spider-Woman costume again. "Maybe someday I'll put it on again."

"I'd like that," Peter increased his thrusting making her cry out even more so. He used to have a fantasy about her in that suit when they first met, then again he had gone into a relationship at the time and had forgotten about it. Not here he was fucking the beautiful red head and more sexy women at that.

Peter had already let out a shot earlier but he could start to feel himself getting ready again after a few minutes. He had total control of her he listened to her sounds of ecstasy as he grunted with the effort. Eventually he couldn't take it any longer as he felt himself ready to release the next load into her.

"Julia I'm going to cum soon." He told her wondering how close she was.

"Do it, cum inside of me again Peter. I want to feel it," Julia told him feeling her impending orgasm.

"Oh god…here…here I cum Julia!" Peter cried out thrusting into her one last time and holding himself as he felt his cum shooting into her body and soon felt her tighten up as she arched her back her fists holding the sheets as she came with him. Peter stayed in that position for a moment as he finished feeling the pleasure course through him from his release.

Eventually Peter let go of her legs as he dropped himself gently on top of her his head resting next to hers as their bodies covered in sweat both breathing heavily against each other. Peter turned his head as he managed to push himself up a bit and kissed her hard. She eagerly kissed him back running her hands through his short brown hair.

"Should I take the boots off now?" Julia asked between kissing.

"Naw leave them on, you look sexier with them on," He grinned down at her as he kissed her again.

"I should have done this a long time ago," she smiled as she rolled them so she was on top. She adjusted herself as she started to rub her sensitive pussy against his semi-hard cock. "How about we make up for lost time of what could have been?"

Peter grinned running his hands up her body, "All in one day or should we spread it out?"

She shivered at his touch and of all the things she could do. She did have all day to spend with him before Rachel got home from school so she was going to enjoy it. She had weeks worth of sexual frustration to get out of her system.

-Carpenter Home-

Julia snapped out of her vision of the future, she had just been thinking about going to Peter and telling him that something strange was going on when her latest vision came to her and this time she had been Peter's newest co-star of it. She found her mouth had gone dry as she still felt the tingles almost like she had just experienced it all first hand. That vision had been so vivid to her that she could feel her body's response to it.

'Damn it really, this had to happen?' she mentally cursed herself. It wasn't like she didn't dislike Peter, hell at times she found his strength to endure everything kind of uplifting. She had never gotten into a relationship with Spider-Man in the past because she hadn't thought there might have been much to it, plus all the time people asked her if she was his girlfriend or related to him for the first few years of her as Spider-Woman.

It didn't help when he started wearing a black and white costume as well that matched her own. But she had a good working relationship with him, she saw trouble, she told him, he dealt with it. It was a good system and she didn't want to mess it up.

But apparently when she went over there she would become next in line for his sex life. Not that she really cared, she wasn't really looking for a full time relationship at the moment anyway but damn it, she had needs too. Seeing all these women in the throes of passion hadn't been helping her with that either, in fact if she wanted to be honest, she had been a bit jealous.

Hell some of them she knew personally like Jen and now here she was one of the most powerful psychics in the world horny and she knew that if she went over to his place she would for a fact get enough pleasure to curl her toes.

She bit her lip, her daughter was already at school and she knew Peter would be home, there was enough time to get laid, shower and come back before school ended. The fact that she was considering this might have normally put her on guard but damn it, it had been months. She really needed this and her vision hadn't shown her anything negative about it. Hell she was fine if he fucked other women as long as she got her needs tended to.

"I can't believe I'm considering this," Julia said to herself looking through her underwear drawer knowing the type of garments she had on in the vision. She knew she could technically just not go, her visions weren't absolute but they did show her what was most likely to happen. She had foreseen that she would go over there and that they would have sex, great sex in fact.

There was another thought nagging at her, why was she seeing the things she had been seeing lately? Was the Web of Life trying to tell her something, was it sending her these visions to help prepare her to accepting her fate of being one of Spider-Man's lovers? She got dressed as she thought about it, if this was meant to happen then it was meant to happen.

The way to Peter's was easy to get to, although she had all the powers of Madam Web she still had all her spider related powers as her time as both Spider-Woman and Arachne. Dressed in her usual coat and sunglasses she made her way to his apartment, her body burning with desire the closer she got.

She found the window he liked to use because it looked into an alley so no one on the street would notice people going in and out from the fire escape. The room looked just as it had in her vision as she moved to her spot, she had lived this moment in her mind and now here she was repeating everything like a script.

She watched Peter come out of the shower with a towel on as she took a moment to appreciate his naked form. She grew hungry in anticipation knowing what was to come she found.

"Jeez! Give a guy a heart attack why don't you?" He said jumping in surprised again, well actually for the first time for him.

"Sorry but I had something I needed to talk to you about in person," She replied knowing she was supposed to say that, removing her gloves knowing she was supposed to leave them on the dresser with her glasses. Knowing full well what was going to happen as she played her part in this scene.

Next up Chapter 9: The Agent

The Spider and the Goddess

Chapter 9: The Agent

-Avenger's Tower-

Jessica Drew AKA Spider-Woman, the original Spider-Woman that is, she forgot how many others had taken up the name since she started calling herself that. Things has changed for her yet again, which was the story of her life by this point.

Given the whole deal with her father's work being funded by Hydra so she herself had been recruited into the group (although in her defense she had no way of knowing what Hydra was at that point), after being shown who she was really looking for she had joined SHIELD, then the Avengers, she had lost her powers, regained them, became a PI for a short time, lost her powers again and when she turned to Hydra of all people to get them back.

That had turned into more of a mistake than she knew it had been, turned out they had all been Skrulls and although they did give her powers back the next thing she knew she had woken up with others on a Skrull ship. Then she had learned something that had really hurt, the bitch Queen of the Skrulls had used her face to get around and do all kinds of things.

It had taken her a lot of time and effort to get people to forget she had been a former Hydra agent and now with this she felt like she was back to square one.

She was walking through the tower in her usual red and yellow costume, she saw a few of her fellow team mates in the lounge. Logan the mutant known as Wolverine was there with the new Captain America, Bucky Barnes as they were talking.

"Hey guys what's up?" She asked and there it was. The thing she hated, that split second of silence as they looked at her. It didn't last long but she hated it, he knew what was going through their minds, for a split second they were actually questioning if she was the real her or not.

Of course she was and it never lasted long but she still hated it because she could tell. Hell she swore she saw Logan sniff the air just out of habit to get her scent.

"We were just talking about Logan wanting a bit more time away," Cap told her.

"Things at the school have been getting busier so I might not have as much time to be here as I used to," Logan explained.

"Okay then, I won't bother you then," Jessica put on a fake smile and walked off as soon as she was out of the room she dropped the act. She frowned as she felt like punching something, she was so sick of this and it was making her frustrated.

She sighed and sat down at the kitchen island as she fumed over things she couldn't change.

She had no idea how long she had been there before someone was walking in, "Hey Jessica you've seen Carol anywhere?"

She turned to see Spider-Man or Peter Parker as he was known to her, she was actually one of the few people that did know who he was. Only a few Avengers did back when they were running from Osborn when he was in charge of the world.

"Sorry she got called away for something," Jessica told him.

"Well that sucks," Spider-Man sat down placing a DVD on the table. "I got this to watch with her."

Jessica looked at the case and raised an eyebrow under her mask, "Ghostbusters?"

"Did you know she's never seen it?" He asked her.

"Wait what?"

"Yeah kind of my reaction too, apparently she's been too 'busy' to watch it," He shrugged. "So I wanted to get her to finally watch it but it looks like I'll have to try again another time."

To be honest he wanted to make a date out of it with Carol, well he would have to save this for later. Then he noticed Jessica seemed kind of down in the dumps.

"Hey are you okay?"

Spider-Woman glanced at him thinking about if she should just play it off and say she was fine but part of her just wanted to someone to listen to her.

"Hey come on, we spider themed heroes should stick together," He joked lightly with her. "Besides we're also teammates and if you got a problem that I can help with you just need to ask."

Jessica felt a bit better that someone wanted to help her although she wasn't sure what it was. She looked at him for a moment studying him. It was hard to say if he ever gave her those looks, his mask covered up his entire face and she couldn't see his eyes. His body language had said that he never did at least but she couldn't be sure.

She might consider talking to him if only he would take the mask off so she could at least see his face. Then she would be able to tell what he might be truly thinking about. She knew that he would never do that in the Tower, a few of the other heroes didn't know who he was and he wasn't ready to let every hero know who he was.

"Tell you what, if you know of a decent place where we can talk without costumes I might consider it." Jessica told him as maybe getting away from everyone else might help her out too.

Peter thought about it, "You know, I just might know the place."

-Downtown-

Peter and Jessica walked into the bar, it was a very nice looking place, had the older style stools with now back to them, solid wood bar was sitting against the wall with a large selection of drinks with the mostly squared bar. A few people were working behind it as Peter led her to a spot at the bar with two free chairs.

Both of them weren't in costume but in plain clothing.

"I got showed this place by Jen once," Peter explained as She-Hulk had taken him here, in costume and no one blinked once. Apparently it was a place that saw a lot of traffic for those in costume sometimes low level villains showed up now and then, thankfully no one in costume was showing up tonight.

They ordered their drinks from one of the staff as they took a first sip of their drinks.

"So what's got you so down?" Peter asked her.

She signed thinking about where to start, "I'm just sick of the looks I keep getting."

"Looks?"

She sighed, "You know that I'm going to turn into a Skrull or something."

"Ah yeah that," Peter took another sip. "You shouldn't take it personally."

"Now the fuck shouldn't I take it personally?" She asked with a hint of bitterness to her voice taking a larger drink. "I've work with some of these people for years and you would think they would know me better than that."

"People were really messed up with that whole thing," Peter told her as he tried to explain it. "You have people you thought you knew turn out to be someone else entirely. That can really mess with you and you know they don't mean anything by it. It will take time but eventually things will get back to normal."

"Back to normal?" Jessica nearly sneered at the comment bitterly. "You have any idea what it's like to be mistrusted by everyone? To have all your actions questioned by everyone?"

"Have you met me?" Peter asked her seriously. "Or did you forget that ever since I've worn the mask that I've had a major newspaper telling the world that I'm a menace to society?"

Jessica looked away having forgotten that, he had dealt with this kind of thing for years. She felt a bit of an idiot for venting at him like that after all, if anyone knew what she was feeling it was him. She had only been dealing with this for a month and he had been dealing with it for years.

"Sorry about that." Okay now she felt a bit like a jerk. She shouldn't have taken her tension on the whole thing out on him. Hell, he had offered to hear her out and try to help her out which did show that he was a pretty nice guy.

"I have to know, what's your secret?" Jessica asked him seriously. "Most people would get a chip on their shoulder by now with all the crap you've had to deal with."

Peter seemed to think about it taking a drink, "Well mainly because I have these powers and I have a responsibility to use them to help people. At first I wanted nothing more than fame and money but then…" He paused as a small amount of grief flashed over his face.

Jessica actually was surprised he could even look like that, he normally joked all the time and rarely got serious but here he was and the expression was serious.

"I had to learn the hard way that all that doesn't really mean anything, I learned what was important and that the lives of others are worth a hell of a lot more than either fame or money." Peter wished in his youth he knew now what he knew back then.

"So in the end I don't care what they say about me," Peter told her honestly. "I do what I do and I help people, save lives and even save the world now and then. What I do is more important than what other people think about me."

"So it never bothers you?" She asked.

"Oh sure it bothers me," He replied. "But I know that eventually people will see me for who I am by what I do and not what other people say about me. I'm treated a lot better these days then when I first started out, hell most cops don't even yell at me anymore," he smiled at her throwing in a joke.

Despite herself she did smile shaking her head, "You really are an odd guy."

"Yep but that's my charm," Peter pushed away from the bar. "If you'll excuse me I need to take care of something."

She nodded knowing he was going to the bathroom.

Jessica finished her drink looking at the small remains of the liquids slide on down. She did feel a bit better now talking it out with him. It might take some time but eventually everyone would stop thinking she was going to end up turning green and alien on them. She was wondering if she should order another when someone took her glass.

"Need a refill honey?"

Jessica looked up to see the female bartender across from her and actually was surprised. The woman in front of her barely fit into her uniform in all the places, hell it looked like her top was nearly ready to burst even with the few top buttons undone. Her red hair was tied into a ponytail but it was those light blue eyes that seemed to hold Jessica's gaze. She had never seen eyes that blue before and for a split moment she was shocked that she felt a small stab of attraction towards the woman.

She got herself back together as she had never thought of another woman in that way and didn't need another issue in her life.

"Sure thanks," Jessica told her.

"So where's your date?" The woman asked as Jessica noticed that the nametag read 'Rose' on it.

"He's not my date," Jessica said quickly.

"Really?" The woman smirked at her as she passed a new drink, "Didn't seem that way to me, you seemed really comfortable with him."

"He's just…helping me sort some things out," she quickly took a drink of the glass feeling the liquid burn slightly on the way down. Even though it was the same drink it certainly tasted a bit different, nothing unpleasant but for some reason she felt a heat building up in her more so than what alcohol usually did by this point.

"Too bad," She then cast a longing look to where Peter walked off to. "He's kind of cute, is he single?"

"As far as I know," She took another drink, was this a stronger drink or something? She wondered feeling the drink hit her a bit harder than normal.

"Well what's the problem then since you obviously don't have anyone either?"

Jessica cast the woman a glare, "why wouldn't I have someone?"

The woman smirked, "Because if you did you would be here with him rather than with the one you're with now. Honey I've seen it all and trust me a good partner is hard to find some days, hell maybe you just want a good lay since I can tell it's been awhile for you."

Jessica went back to her drink not wanting to answer that one, she really didn't want to talk about her love life. Hell she worked with Peter on the Avengers having a relationship, well she was going to say it could be bad but thinking about it everyone hooked up with everyone at some point. Hell She-Hulk and Black Widow slept around and Tony wasn't any better, if not worse than those two. Sometimes it just seemed like the Avengers were for lonely heroes to get together, fuck and then break up and look for someone else on the team.

Plus for some reason she was starting to feel a little horny at the moment, maybe it was the drinks? Sure sometimes she got like that when she drank but only a few times, plus she had never had sex with Peter before and suddenly the thought entered her mind on what it would be like with their spider powers.

'What am I thinking?' She chided herself. 'He was being a nice guy and what, just ask him back to my place for a thank you fuck? I do feel better talking to him, god now I can't stop thinking about it thanks to that bartender.'

"You know if you don't mind then how about I ask him back to my place?" The female bartender said almost echoing Jessica's thoughts. "I mean I'm getting off my shift soon and I could use a nice man to curl up to tonight."

Jessica wasn't sure but she suddenly felt like this woman was walking into her territory and she didn't like it.

"Well I got to get someone else a drink but give the cutie this for me will you?" She passed a small note to Jessica.

She looked at the note when the woman was gone and found it was a number on it. Jessica again felt a slight twinge of jealousy, sure they weren't together but he came here with her to help her out not to pick up some strange woman. He was with her after all, well not 'with' her not like that, but still it was a little off putting. She took another sip of her drink.

After all Peter was helping her out listening to her and why couldn't that woman see that Peter was sitting with her and was spending time with a woman, what kind of person hit on a guy that was already with someone?

"She's not that pretty anyway," She muttered under her breath although she knew that wasn't true but saying it helped make her feel better.

"Hey I miss anything?" Peter asked her as he sat down.

"Nothing much," Jessica hid her hand with the note in it and balled it up and let it drop to the floor. "Have another drink."

"Sure why not," He waved his hand to get another drink.

Jessica was thankful she didn't see that busty woman anywhere near Peter at the moment. Maybe it was time to get to know Peter a bit more, outside of work that was. He seemed like a nice guy so maybe it was time to see just how nice of a guy he was.

They spent the next hour drinking and talking to each other, finding out what the other had interests in, swapping stories of course those stories had to be edited around civilian people who were in ear shot. Jessica found herself actually relaxing for once, all the tension and stress was just melting away with him. With the more she drank the more she found herself feeling something else as well.

Jessica had been internally debating with herself for some time now and it seemed her instincts were winning out over her reason. She unbuttoned the top of her blouse feeling hot as she was too well aware of her thighs rubbing together to try and 'scratch that itch' as it were.

"Hey Peter can I ask you something?" Jessica leaned to the side supporting her head with her hand giving him a slight look at her exposed cleavage. "You want to get out of here?"

'Oh boy,' Peter knew where this was going, 'Jeez just what the hell is going on with my life? Well she did ask and it's not like I'm not fucking someone I work with on the Avengers already. Plus she is so damn hot, god why am I so horny right now?'

Peter had no way of knowing that she had been subconsciously using her pheromones not that she needed to but it was already starting to jump his libido.

"Sure, what did you have in mind?"

She only smiled as she grabbed his hand as they quickly paid and left the bar.

'Rose' had been watching the two leave as she smirked to herself.

'Mortals are so easy,' Aphrodite thought to herself. She had seen an opportunity to play around and all it needed was a little kick to that woman's drink. It was nothing major just something to put her in the right mood and she would sit back and let nature take its course. Yes she knew the spell on Peter would most likely work the more he got her interested but this was just a short cut in her eyes.

"Hey who are you?"

She turned to face another bar tender who was looking at her suspiciously.

"I'm Rose, I'm here to fill in," she explained.

"Fill in for who?" He didn't remember anyone calling in sick tonight.

She smirked as she sensually walked up to him and ran a finger down his chest looking into his eyes with a passionate look. "Why bother wondering who I'm filling in for I'd rather talk about whose going to fill me up in a minute."

"W-wha?" He gulped as her voice seemed to drip with sexual energy.

"Come on, you've never fucked someone in the back room before?" She teased him. "I promise to make it worth your night."

The man thought about it before calling over his shoulder that he was taking a break to the other bartender.

Aphrodite smirked, mortals were just so easy.

-Jessica's Apartment Complex-

Jessica led him to him to her apartment as she used her pass code to get through the door. It was a fairly new building thankfully when she returned she found that her imposter had good taste and since it was all in her name, why not move in. Since the Skrull Queen had been being 'her' the entire time the place was in Jessica's own tastes. Hell some of her own stuff that had been in storage since her 'death' had been in the place. She got them to the elevator as she felt an excitement build up in her, it had been some time since she got laid and honestly the more she thought about it the more she wanted to try it with Peter.

Hell so many times she heard the questions like 'are you spider-man's sister?' or 'are you his girlfriend?' or what was her relationship to him. Honestly it was just a twist of fate that she ended up with spider powers and hers weren't even the same as his. She wasn't even aware that she had been pumping out her pheromones the more they got to her place. It was a side effect of her powers, when she got turned on the more pheromones she pumped out from her body.

She noticed it a bit but it was Peter that really seemed to be on edge on the cab ride over here. They had secretly been slowly feeling the other up in the back seat. Peter hand his hand over her exposed thighs going up her skirt as the two kissed lightly on the way. She ran a hand over his own leg going up until she felt the hard length under his jeans and she smiled, this was definitely going to be fun. Both of them felt that the cab had taken too long.

By the time they got out of the cab and paid they didn't even noticed they overpaid as she quickly got the security door open and they rushed to the elevator. Thankfully they didn't have to wait long before the elevator doors opened. They rushed in as she hit the bottom for her floor and quickly captured Peter's lips with her own.

They hungrily clung to each other, passionately kissing each other as their hands roamed over each other. Peter pressed her up against the wall as the elevator seemed to be taking forever as he managed to push her long black hair aside to attack her exposed neck. She moaned wrapping one of her legs around his waist. She couldn't wait, she needed some kind of release if only to take the edge off.

"Just fuck me right here!" She told him as she kicked out with her foot and actually managed to hit the emergency stop with her flexible and agile body.

"Really?" Elevator sex, that was a new one for Peter.

"I can't wait, just once before we get to my place," She told him hiking up her skirt to expose her purple panties. He could already see the wet spot on them and smell the musky scent of her body.

"No foreplay?" He joked undoing his pants.

"Fuck foreplay," Jessica said her hips already moving as she moved aside her panties. "I'm so horny right now I could just die."

Peter freed himself as his exposed cock sprang free as his pants and underwear hit the floor. She grabbed it and helped him position himself inside of her. Both groaned after finally being linked together, Jessica didn't wait humping herself against him locking her legs around his torso as Peter grabbed her nicely shaped ass as he fucked her again the wall.

"Oh god yes! Of you feel so big in me Peter!" She cried out humping him back as hard as she could grunting out with the effort.

"Shit Jessica you're pussy is so hot right now," He groaned his hands kneading her ass.

Jessica held him close as she felt all seven inches of him hammering up into her, she panted heavily her hips rolling with his thrusting making him stretch and hit different sensitive areas inside of her. She then noticed the camera in the upper corner. She mentally swore as she forgot that this place had such security. Well it was late, maybe whoever was running the security office wasn't watching the tape. It wasn't like they had someone 24-7 on it.

She doubted that the Super was sitting back just watching the cameras but then that thought of being seen fucking Peter by someone she oddly found it kind of a turn on.

"Ugh, god you really just tightened up!" Peter groaned.

"Ugh-oh-god-ah-augh-fuck me-ugh-I'm so close!" She wondered if the camera had sound. God she was really going all out tonight for some reason. Suddenly she felt her orgasm coming closer as she locked up around him nearly whimpering as she wanted it, she wanted to cum so much.

"Jess-I'm close," He warned her but she didn't seem to listen as she held on even tighter with her super strength not wanting their mating to end. She cried out suddenly as her pussy tried to milk his cock for everything it was worth. He couldn't last after that as he slammed her one more into the wall and groaned as he felt his dick pulse several times into her.

The two held each other panting as slowly Peter slipped out of her body as she got her legs back under her.

"Oh wow my legs feel all wobbly," Jessica muttered as she rearranged her skirt and panties as she pushed the button to stop holding up the elevator.

'Fuck I can't believe I got so lost in it I let him cum inside,' Jessica thought it was a safe day but she wasn't sure. It would be just her luck to get knocked up from being stupid like this but it just felt way too good. 'Well I got some morning after pills.'

Peter had just finished with his pants when the elevator opened up and both were surprised to see an elderly couple waiting.

"Why was the elevator taking so long?" One of them asked.

"Not sure," Peter said quickly, "might have to get maintenance to take a look at it."

Both he and Jessica shared a look as they grinned, it wasn't much longer before they made it to her place. Thankfully the little romp in the elevator helped but as soon as she locked the door behind her she threw herself at Peter kissing him again.

They moved back into her living room as they quickly started taking clothing off each other, nearly ripping them off in some cases. As soon as they were in their underwear she went down to her knees and pulled his boxers down. She saw the seven inch penis in front of her as she licked her lips and engulfed it all in one go.

"Holy shit!" Peter hadn't expected that so far only Mary Jane and She-Hulk had been able to take all of him but Jessica did it in one go. She greedily sucked on his cock moaning out like it was the favorite thing in her world.

"Damn you're really good at this," Peter moaned running his hands through her hair. She was really giving him a full service job, he felt her run her tongue along his shaft, then she would have only the head in swirling it around, even tonguing the small hole at the end slightly.

She took him fully down her mouth again as he felt the tip hitting the back of her throat. She held herself there for a moment sucking the entire thing before pulling back and taking a breath a trail of saliva connecting her open mouth with his cock.

"Jesus girl," Peter breathed.

"Can I trust you with something?" she asked him.

"Of course," he replied.

"I actually love sucking cock," She grinned and took him again she didn't know why she liked doing this. She remembered the first time she tried with her first boyfriend and maybe it was the rush of it all or maybe it was the power. Here she was with just her mouth having a man under her power. She may have been on her knees at that moment but she was the one in control.

She reached behind her and undid her bra letting it slip as she pulled away and pushed up a little to placed his cock between her round breasts.

"How do these feel?"

"Oh man they feel great," Peter felt her soft orbs the heat of her skin and body against his penis.

"You ready for another go?" She asked as he nodded his head. She laid back onto her carpet, glad for the nice soft carpeting as she peeled off her panties. She had felt the mixed juices starting to seep into them when she had been giving him a blow job. Pulling them away and throwing them off somewhere she spread herself grinning up at him.

Peter saw her naked on the ground waiting for him, her nicely round breasts heaved with every breath, seeing her brown nipples already hard and bare pussy glistening as he slowly mounted the woman. He propped himself above her staring down at this lovely woman. Peter eased himself into her as they enjoyed linking up again only this time it wasn't rushed, they took pleasure in their joining.

Peter reached to cup her face as he bent down to capture her lips in a long slow kiss. She moaned into his kiss cupping his face pulling him close. She felt his strong body on top of hers, those tight muscles she ran her hands over his back feeling the power under that skin. And of course gripping that wonderful ass of his, she broke the kiss to nibble on his ear lobe.

Peter groaned at the sensation of her wet and warm mouth on it he decided to return the favor and attacked her exposed neck. The two started writhing against each other slowly but powerfully moving on the floor. Peter pushed himself up and started to thrust harder into her as their eyes locked both panting out with every move.

Jessica grabbed his face with her hands as she pushed back with his every thrust loving the way he filled her body. They kept it up for a few minutes before Peter wanted to change things up a bit plus he didn't want to accidentally give her rug burn on the entire backside of her body.

He paused as he got onto his knees holding her hips up making her arch up slightly as now he could thrust into her faster and harder in this position. Jessica rolled her head back loving the new position as he was hitting. Then suddenly he slammed into her g-spot like this making her cry out as she arched her back to the point only her shoulders were touching her carpet.

"Oh so that's your weak spot," Peter grinned as he tried to hit that spot again. It took a couple of tries but when she screamed out he knew he got her number now. He thrusts harder and harder into her as she started to thrash about.

Jessica couldn't take much more of this, her whole body felt full of electricity and not the kind when she was about to use her venom blasts. She couldn't stop crying out as she thrusts her hips as fast and as hard as she could but she needed more. She used her hands and placed them behind her head and pushed up so that she was fully arched now but with her arms she was able to keep pushing back to meet him now.

She locked her legs around his hips as with her agility she could be in a position like this for an hour if she wanted to but she couldn't take anymore.

"I'm going to cum Jessica!" Peter cried out thrusting even faster.

"DO IT!" She screamed as Peter thrust one more time as hard as he could and it was right into her g-spot. She gasped before crying out as her whole body tensed up and started shaking as Peter threw his head back with a cry of his own feeling himself feel like his body was trying to empty his entire balls into this minx.

They fell back onto the carpet in a heap in a tangle of post orgasmic bliss and a tangle of bodies. Both of them needed a much needed breather as their muscles needed time to relax. Peter eventually rolled off her as they lay side by side.

"Oh man that was intense," Peter sighed.

"I've never tried anything like that before," Jessica admitted as she crawled over. "I think I deserve a treat."

She placed his flaccid cock back into her mouth now covered in their mixed juices, some women didn't like the taste but she found out that she didn't mind it. She pushed her long hair out of the way with one hand as she started sucking him clean but she had no intention of stopping when it was cleaned.

"Wow you really do like that," He groaned.

She moaned an affirmative as she kept at her work.

Peter laid back and let her work her magic she was really good at this as she closed his eyes and enjoyed her talented mouth. Jessica eventually worked him back up to full length again as she had a wicked idea come to her. She let his cock go giving it a few strokes.

"You know there's something I've always wanted to try," she smirked at him.

"Do tell," Peter smiled at her.

She got up and led him to the wall, "I've always wanted to see if fucking on surfaces would be interesting."

Oh this was something Peter had actually done a few times with MJ so he took the lead. He planed his feet onto the wall as he looked to be sitting on it. He held his hands out as she placed her own feet onto the walls, it took a little adjusting as she sat down onto his dick with him holding her hips.

"A little award," Jessica admitted.

"Lean back," He told her.

She did holding on to the back of his neck her knees up against the wall. Peter started out slow moving his hips getting her into a rhythm soon she got the handle of it. Jessica was starting to enjoy herself as flung her head back moaning out in pleasure.

"Be sure to hold onto me," she said.

"Got it."

With that she flung back all the way supported by his hands on her hips as she let go of her grip around his neck. She was stretched out straight back as they fucked like that, him sitting on the wall and her completely horizontal as she yelled out in cowgirl fashion her hands spread out nearly laughing as she was fucked what felt like in mid air.

"God I wonder if this is what sex in flight feels like," Jessica laughed.

Now that gave Peter and idea, he wondered if he could work something out with Carol sometime but then she would have to do all the flying, something to think about at least. Still he watched the beautiful woman nearly writhing in pleasure below him, every thrust sent her body jerking, her breasts slightly flattened from her position jiggled with every move, her long raven hair flung wildly about. She just looked so erotic as she started to call his name out.

"Oh Peter, Peter, fuck me Peter, oh god Peter!" She cried out nearly going limp as he thrust into her over and over again.

She never let herself get this crazy during sex before but to hell with it she was enjoying herself. She was reaching another orgasm but it was too soon she was still sensitive after her last one and wanted to make it last.

"Hold on let's change position," She told him as she carefully got off him and started crawling up the wall and then onto the ceiling getting onto her hands and knees. "Ever try doggy style upside down?"

"First time for everything," Peter told her crawling up the wall to join her. He had to place his feet firmly on the ceiling as he bent his knees to get himself lined up with her. He guided himself into her waiting vagina, her lower lips parted for him again as he took hold of her hips and started rocking. She moaned out biting her lower lip slightly rocking back into him, her long hair falling down swaying with every movement.

It was odd being in this position upside down she didn't mind with her powers she could spend all day upside down like with Peter but the sensation of gravity being completely opposite was unique. She licked her lips at it all, it was all so delicious an experience for her. She had never thought of having sex like this before it was all so new and thrilling experimenting like this.

Peter's thrusts became harder as his hips slapped against her round ass. It was so weird doing this upside down but he was already starting to wonder if he would talk Julia into this she still had spider powers as well after all.

"Faster Peter, fuck me faster!" She begged him feeling her next orgasm coming.

He increased his pace the slapping sound grew as did their moans as Jessica threw her head around nearly screaming as they fucked quickly. Finally they reached their peak, Jessica screamed out his name as she came after two more thrusts Peter had his own. Calling for her as he emptied himself into her again filling her waiting womb with more of his hot cum.

Peter bent forward feeling her warm smooth skin of her back, they had both worked up a bit of a sweat by this point as his hands caressed her stomach and breasts.

"God…that was…unique to say the least," Peter groaned out.

"No kidding," Jessica felt her whole body shiver under his touch. She really wished she had done this years ago with him.

"Got anything else you'd want to try out," Peter asked her. "Although but I might need a minute or so to recharge."

"How about we just get into bed for a bit," she smiled.

"I could go with that," he agreed as they decided to get off the ceiling as they took it to her bedroom. Both of them got onto her bed cuddling up against each other as they slowly caressed each other. They slowly kissed enjoying each other's company spending the rest of the night and a little of the morning in that bed.

Next up Chapter 10: The Virgin

The Spider and the Goddess

Chapter 10: The Virgin

Peter turned as he woke up and stretched out in his bed as he felt the bed shift slightly to his left. He turned to see the long red hair and the shapely side of Mary Jane sleeping there. He missed this, waking up to her so waking up next to her again felt a bit like things were back to how they were. But he knew that wasn't the case, they were in a weird place that was for sure. Maybe they wouldn't get back together or maybe they would, he had no idea.

Although he did miss her in his life and these moments together were nice.

He sighed staring up at the ceiling well if things didn't work out he had a hell of a group to chose from. He mentally counted off that he was currently seeing Mary Jane, Black Cat (although that was more like seeing, fucking then her running off), Carol and Rogue he had a few dates and he had already had a date with Jessica taking her after that night at the bar and some of the kinkiest sex he had in a long time. Well next to She-Hulk, that woman had very unique tastes not to mention then there was Madam Web and even Silver Sable showed up last week. She had shown a lot of patience in him about his identity and honestly maybe it was time to show her who he was.

He was starting to trust the white haired mercenary and the trust games of hers she could have taken his mask off at any time but she didn't.

MJ shifted as she woke up and Peter's thoughts turned to the red head next to him. "Morning beautiful."

"Mmmm, morning Tiger," She stretched out on her back giving him a great view of those amazing breasts of hers. He could see the mark on one of them his mouth made and for a moment he wondered if a little morning roll in bed could be in order but checking the clock and he knew that they both had things to do. Plus although he had a great boss now, he didn't want to push his luck with being late. Knowing how things went he would get caught up in a super villain battle or his Avenger's card would go off on the way to work.

He rolled out of bed as Mary Jane got a good look at his back, it was a very strong back and she loved running her hands on it while he was fucking her. She also noticed a few red marks and guessed she was a little too into it last night. Whatever was going on but Peter seemed more energetic in bed lately, not that she had anything to complain about before, he was just giving her more of what she had gotten in the past.

'God did I screw up with the breakup?' she asked herself getting out of bed.

"You want the shower first?" Peter asked knowing if they went in together that would be the last of his will power, he looked over at her as she was picking up her clothing and got a look of her fine ass and long legs. How he wanted to bend her over and right then and there but stopped himself.

"I'll take it thanks," she told him looking for her bra, she swore it was around here somewhere but she hadn't looked to where she had thrown it. Then she noticed something sticking out from under his bed and pulled on it. Out came a bra in her hand but it wasn't hers, this was a purple sports bra but it was a big one. Not just in cup size which was bigger than her own but made for a woman far larger.

"Uh…Peter, what's this?" She showed him the bra wondering about who in the world that bra could be from. She was starting to worry that maybe he was into heavier type of women.

"Oh that," Peter knew that bra just from the size of it and that color or purple. It belonged to Jen Walters the She-Hulk, she had told him she had forgotten her bra at his place and he meant to look for it. But then MJ called about getting drinks and well, one thing led to another.

"That belongs to Jen," he said feeling more exposed even though they were both naked.

"Jen?" MJ asked him.

"Yeah…you know, She-Hulk?" He grinned with a shrug.

"Oh…okay…that's uh…" She was a bit relieved that Peter's taste in women hadn't changed but when did that happen. "So you two are…"

"We have pretty much the same arrangement that you and I have is all, she and I kind of got together one day and felt that a full time thing wouldn't be practical." Peter told her the truth, as they just had way too much history between them to lie to her.

"Oh, well okay then," She tossed it onto the bed. "I'm going to take that shower now."

Peter knew something was eating at her but this whole arrangement they had was her idea but he knew she wasn't totally happy. He signed, all the women in his life and he still didn't seem to know how any of them really thought.

MJ stepped into the shower as she let the water glide down her nude body, she knew she had no right to feel jealous she really didn't but she couldn't help that some part of her did. She got the soap and ran if over her body trying to sort out her feelings. She knew that she and Peter weren't together like in the past and they were both free to sleep with other people.

It was just…She-Hulk of all people? Mary Jane had never really been one to worry about her looks since hitting puberty but that woman was in a class all her own. Was she worried that she would lose Peter again or was it that she only wanted him to herself? She had no idea but she needed to sort things out, maybe going into work and putting her mind into something constructive would help.

-That night-

Spider-Girl: You know this blog can be a bit therapedic at times. Plus since no one knows who I really am I can vent all I want.

Anya Corazon who once went by the name Arana, now known as Spider-Girl swung over the streets looking for trouble. It was Friday night and while normal high school girls were most likely out on dates or hanging out with their friends, she was out looking for crimes to stop.

Spider-Girl: Sure I spend my free time fighting crime because I like using my powers to help people but it doesn't really give a girl time to date. Not that I'm complaining but kind of hard to date and keep the secrets I have from someone.

Spider-Girl had already stopped one mugging and now was heading to downtown, usually that was a hot spot plus she could get something to eat as nothing closed down there. At least that was the plan until she heard some kind of commotion to her left. Some kind of large crashing sound so she changed direction in mid swing and left to see what was going on, it didn't take too long to find herself arriving at what looked like some kind of tech lab or company.

What she hadn't expected were all the AIM agents all over the place, the guys in the yellow bee keeper looking guys were from an offshoot of Hydra that were all about world domination through science. They looked to have been trying to steal something with the crate they were guarding and trying to load into a truck. Trying being the operative word as she noticed a familiar sight of Spider-Man already there fighting the men.

"Well might as well be neighborly and help out," She grinned as she jumped into the fight. She landed behind someone and swept their legs under them firing her webbing at the guy on the ground.

"Need a little help Spider-Man?" She asked jumping as someone fired some kind of energy bolt at her from some kind of sci-fi looking gun.

"Spider-Girl nice of you to join me," He said punching one man out. "What brings you here?"

"Just doing the usual when I heard there was a party going on over here, how did this party get started anyway?" She asked him jumping onto the truck.

"Well these geniuses actually managed to set off the alarm," he told her. "You know for a group of supposedly super smart group they can be a bit dumb."

Spider-Girl paused to listen. "I don't hear an alarm."

"I was nearby and only heard it for a second, they most likely shot it out as soon as they figured out what they did. But it was just long enough for me to take a look and then they started shooting." He ducked under one energy blast to back flip over the one that shot at him before attacking.

Spider-Girl only grinned as she fought alongside him, he was one of it not the biggest influence in her life as a hero. He had always been there to help her out, to teach her what it meant to be a hero and there for her in some of her darker times. She watched how fluid he moved and she couldn't help but check him out.

'No, no, no, no,' She mentally thought as they were finishing up. 'Do not go there girl.'

It was bad enough how all the people on her blog that kept asking if she had a crush on Spider-Man. Sure she talked about him a lot, had pictures on him on her blog but she had pictures of other heroes too…okay so maybe he had a few more than others. He was like…like a father figure to her, or maybe an older brother, a mentor something like that.

Plus she was still in high school it would be like having a crush on a teacher, which she did admit did happen to some students with the younger teachers. Okay she wasn't helping her case just because she remembered how strong his arms felt a few times when he saved her, okay that really wasn't helping.

Peter for his part was enjoying fighting with Spider-Girl as well, it wasn't often that he got to fight with someone that was like him. At times he wished that he had a mentor when he was her age, all those mistakes he made could have been avoided for instance.

She was still a little rough but she had some moves, he couldn't help but watch her lithe form move with a grace that most gymnasts would be jealous of, how the form fitting suit showed off her youthful but growing body, his eyes found her ass which was kind of cute.

'Whoa there! Bad thoughts, bad thoughts!' Peter had no idea where the hell that was coming from but he sure as hell didn't expect that to happen. 'Okay she's a little too young for you Peter, don't you got enough women in your life?'

As they finished up both of them were unaware of what was going on between them, now they were slowly being drawn together not only in the fight but also how they were casting looks to the other then they were sure the other wasn't looking. The thoughts they were trying to push away and not even think about the things they were thinking about, although no matter how hard they pushed the thoughts seemed to invade their minds.

Spider-Girl really had no idea what was wrong with her, okay maybe she had thought about him as a fantasy but those were just jokes, she never had this issue before. Things like how it would feel in his arms, how it would feel to kiss his lips under his mask, the feel of his hands on her body. She got distracted at that point, she hadn't noticed the last of the AIM agents throw a device near her. It was a small silver grenade like device as it went off instead of an explosion it emitted a sound wave.

Anya cried out putting her hands to her ears as she fell to the ground, her inner ear being assaulted to the point that even her enhanced agility couldn't let her stay standing.

"Spider-Girl!" Peter felt more worried for her than he normally would but he didn't care. He webbed the small device and using his webbing throwing it against the wall of the building. He knocked out the last AIM agent before webbing him to the ground along with the rest. He quickly went over to her checking her out.

"Are you okay?" He asked.

"Everything's spinning," she moaned feeling like she had gotten on one of the spinning rides at Coney Island, fives times in a row. She felt herself being picked up into Spider-Man's arms.

"Don't worry I hear the cop sirens we can leave them for the cops," Peter swung away hoping she might not need to be taken to Avenger's tower for treatment. He also tried not to think about how he could feel her young body pressed up against him. Spider-Girl was having similar thoughts, it felt really good in his arms, she felt safe here and they were nice strong arms. She could see herself falling asleep in these arms.

Peter landed on a rooftop holding her in both his arms, "How are you feeling?"

Part of her wanted to lie just so she could stay where she was but knew this wasn't right. "I think I can stand."

He let her down gently as she got her feet back under her. She still felt a bit uneven but she was getting better. She looked around to see that they were now alone together on a rooftop and Anya felt her heart skipping a beat, she wasn't sure how much was from the adrenalin or her own feelings.

"You okay?" Spider-Man asked her.

"Yeah, man what in the world was AIM doing out in the street like that? Do you know what they were trying to steal? " She asked him.

"No idea but I can ask the Avengers I'm sure they'll either know or love to find out," He told her looking down at her. "Feeling better?" He asked gently placing his hand on her face making her look up at him as both were starting to be very aware of just how close they were.

Anya couldn't take it anymore she had always been a bit impulsive but she was a teenager after all. She reached up to pull his mask over his mouth and pushing up on her toes kissed him. She didn't know what got into her or why she was doing this only that she needed to do it. Although when he kissed her back she melted into his kiss feeling his hands at her waist.

Peter had been taken off guard by hr actions and her kiss but still he didn't stop, when her soft young lips hit his he felt compelled to kiss her back. It wasn't until a maybe a minute passed before they both broke away.

"Okay whoa!" Spider-Man said taking his hands off her.

"Oh god I'm so sorry!" Spider-Girl said at the same time as she placed her hands on her face wanting to die from embarrassment. Why did she kiss him, and why did it have to feel so good. "I'm sorry, I'm really sorry…I…I have no idea why I did that."

"I-it's okay."

"It's really not!" she told him looking at him again. "Why did I do that, I'm such an idiot!"

"No you're not," he told her trying to calm her down taking hold of her shoulders.

"I kissed you," she said lamely looking down. "I shouldn't have done that."

"Well…it's not like anyone saw it this can stay just between us if you want it."

She really didn't want this getting out but there was something else she wanted to know. "Why…why did you kiss me back?"

"Uh…" Peter was really stuck on that one why had he done that?

"I guess…it just felt right?" He really didn't like how that sounded but damn why did it feel right?

She bit her lip lightly as she had a small smile on her face, "It, kind of did feel right didn't it? Can…can we do it again?"

"I…" Peter knew that mentally he should say no that whatever happened was it but it was like he felt a pull towards the girl. She ran her hand over his chest as he felt his hands pulling her in close before he knew it they were kissing again only deeper this time.

Anya moaned into his kiss as she felt his tongue glide over her lips, she opened them allowing his tongue inside. She didn't care if this was right or wrong she just wanted this, she wanted him. All those silly fantasies were being realized and she wanted to see how far this would go. She felt his hands run along her back as she pulled him in kissing him more passionately than anyone, not that she had much experience but she had kissed boys before, just not like this.

She wanted him she realized and not just kissing but more, she was burning for him in a way she had never felt before, was this lust or something more? Then she felt it, she felt something hardening under his suit pressing into her and that really got her excited.

For Peter this was something he hadn't expected to happen tonight it caught him totally by surprise as he made out with Spider-Girl. He felt how soft she felt against him, how her petit body pressed up against him, the way she felt, tasted the little moans she made of course he started to get an erection. Then she pulled back looking down as she noticed what was growing, he really wasn't sure how to explain that.

"Is…that for me?" She asked in such a cute way that made Peter want her even more.

"Yeah." He admitted although he really wished it wasn't.

She bit her lip again as she considered something, normally she wouldn't even consider this. Hell later when she thought back to it she wouldn't understand why she did it, but she did when she asked him a question. "Okay I know this is weird but…is there somewhere we can go?"

Peter's eyes widened behind his mask as he knew what she was asking but could he really do it? She ran her hands over him and as she pressed her body up against him again and against his erection the battle of wills was losing in favor of getting laid.

"You sure?" He finally asked.

"Yeah." She replied.

-Peter's Apartment-

Spider-Girl wasn't sure what to expect when she followed him home only that she was getting more excited and nervous with every minute. She couldn't believe this was happening but damn it she wanted it to happen. Finally he got into a window and she followed him inside. He turned on the lights as she looked at his apartment, it wasn't much bigger than her own but it was definitely a guy's place, you could just tell.

"So here we are my secret lair, AKA my apartment," he joked.

"Yeah got one of my own too," She joked back at least here there weren't any roommates like for herself.

He looked at her for a moment before walking up to her and with his finger under her chin tilted her head up. "You really sure about this?"

"Every time you ask I'll just say the same thing," She told him. "Um…I should tell you that I'm not very 'experienced'."

"That's not an issue I wasn't expecting you to be, although how much are we talking because you can't have much." Given her age he didn't expect much most kids her age seemed to be getting laid if the media was to believe. Then again given what the media said about him then maybe they weren't after all.

"Like…none at all." She told him.

"Oh." Peter couldn't believe it, she was asking him to be her first, talk about pressure. He remembered his first time, hell everyone did and now he was going to have to really make this good for her.

Then she did something that Anya felt that she had to do. She pulled down her mask showing him her face. "But if we're going to do this, I want to do it right. I'm Anya, Anya Corazon."

Peter was a bit surprised she did this and it really spoke about how much she was trusting him with her identity. He knew that he wouldn't be able to do this without giving her the same courtesy and they had been through a lot. He never had anyone to look up to when he was her age starting out plus she deserved to have this moment her way.

So he pulled back his mask, "Hello Anya, I'm Peter Parker."

"Peter," She tested the name out on her lips and she liked it, he was actually kind of cute with his brown hair and she liked his eyes. She reached up and kissed him looping her arms around his neck as she felt his hands on her hips. She couldn't believe how much she wanted him in that moment the whole thing was crazy but it strangely felt good too.

Peter felt her young body under his hands as they slowly trailed from her very slim waist to her cute little ass that he had been watching. He gave them a small squeeze earning a cute squeak of surprise in their kiss but as he kneaded her butt she moaned into his kiss. She felt so eager in his hands was he ever that young?

She ran her hands over his body feeling the muscles under his costume and it only drove her on. He eventually broke their kissing until he attacked her neck. She turned her head to give him access as she moaned his name out. Peter had to reach down because of the height difference and pulled her up by her ass to his level. She was surprised but quickly wrapped her slim legs around his waist holding on to him.

Then she felt it, his erection rubbing against her pussy, she couldn't stop her hips from rubbing against it moaning as she felt it against her own sex. Peter groaned into her next as he walked them both into his bedroom. She felt him grinding against her as the arousal in him grew with every moment. When they were by his bed he set her down both of them looking at each other with a burning passion. He reached down to his shirt and pulled it off as Anya eagerly looked at his bare chest, he didn't have much hair on his torso but it was so good looking, especially those abs.

She took her gloves off as she ran her bare hands over the six pack. Peter took of his own cloves and web shooters letting them fall to the floor. Anya knew that she should start getting undressed but a bit she was still a little nervous. What she really was worried about was that he might not like her body, she was still a teenager and not exactly fully filled out yet. She slowly slipped out of the top of her costume letting it slid to her waist, it was all one piece for the most part as she pushed it down to pool at her feet.

She stood there feeling exposed in just her bra and panties, they were a simple green pair she had on. She wasn't sure what to do other than step out of her uniform and when she looked up he was already in his boxers. Her heart was beating so fast from nervous energy that she couldn't take her eyes off the bulge there, was that really for her?

Peter stepped forward and kissed her gently running his hands over her soft skin feeling her against his own. He reached behind her and unhooked her bra, then he pulled back and gently pushed the straps off as the garment fell to the floor. Anya covered herself feeling a little self conscious about her size.

"I know they're not that big," She told him as she was more of a B-cup at the moment, hell she wasn't even sure if she would ever get bigger.

"Don't worry about that," He told her honestly pulling her arms away to take a look at her topless form. Her cute little breasts with the dark nipples against her tanned skin, he reached up with one hand and gently caressed one of them. "Anya you're a beautiful young woman, never let anyone tell you different."

She couldn't believe she was here nearly naked as she was letting a man feel her up but she no longer cared. She wanted him more than ever now, she pressed herself against him kissing him. "Take me then, please make love to me."

Peter nodded as he laid her on his bed kissing her and caressing her body, Anya was lost in a swarm of new sensations. The feeling of his hands along her skin, how he caressed her body only got her more worked up. She could feel the dampness of her pussy making a wet spot on her panties by this point. Peter worked his way down her body kissing between her breasts before taking one of them into his mouth. Anya's back arched at the unfamiliar contact as she grabbed his head.

She thought it couldn't get any better as she squirmed under his talents when his free hand went to rub the front of her panties. She cried out suddenly as her hips jerked on their own at the touch, she wanted him so badly now, her body burned for it.

"Peter please I don't know how much more I can take," she begged him.

"I know but first I have to make you cum," He kissed down her toned stomach and pulled down her panties. He found a small trimmed patch of hair, apparently she didn't completely shave herself.

"Sorry," she said looking down at him. "I wanted to shave it all but I figured since I wasn't dating…"

He smiled at her, "It's okay it's cute," he then licked her wet slit making Anya feel like a jolt had just rushed through her body. He worked his mouth on the girl because as for her first time he wanted to make sure she came at least once. Later it might hurt too much for her to cum, at least that's what he heard a few times before. He remembered one story about how someone had only just stared to feel good when the guy came.

Anya was lost in a world of lust and passion as she felt for the first time a guy eating her out, it was so much better than fingering herself. The way his tongue moved, the wet and warm part of Peter's body did things to her she wasn't aware could happen. Then she felt him pull apart her lips and stick his tongue even deeper. She cried out then as her back left the bed her hips jerking in pleasure she had never known before. Sure she had masturbated but this was so much better than anything she had ever done to herself.

Peter soon found her clit was ready as he sucked on it lightly making the young girl cry out he then started flicking his tongue across the sensitive bud.

"I think…I think I'm going to cum!" Anya told him her body wanting to thrash about.

"Then cum," he told her as with that Anya's whole body seemed to tense up as she cried out. Her hips jerking as she came harder than she had ever had in her young inexperienced life. She was left nearly lifeless as her body fell back onto the bed.

"Oh god that was good." She sighed.

"And we haven't even gotten to the good point yet," Peter told her getting up on the bed next to her kissing her shoulder his hand caressing her stomach as he slowly went down to her very wet pussy. "I might need to get you ready."

"Do it, I trust you." She told him.

Peter nodded as his fingers slowly entered her body she tensed up as she gasped at the intrusion. Peter was using his two fingers to help stretch her out in preparation, he wasn't going to break her hymen just yet although he was debating that. He wasn't sure how much to do this but he felt he had helped to loosen her up a little, she felt very tight with just his fingers.

He stood up as she slipped out of his boxers and went to the night stand, in one of the drawers he pulled out a condom package as he put it on. Anya watched eagerly as he did so, watching every inch of his naked form and especially his manhood. That was the first real dick that she had seen in person and it was going inside of her.

She watched as he got around to the base of the bed now in front of her as she spread herself for him in a wordless invitation to him.

Anya Corazon lay there naked breathing heavily as she watched him sit in front of her spread legs. She was really going to do this, she was really going to lose her virginity. She as she had watched him put on the condom and she was still wondered if she would be able to take all of him inside of her, he looked so big to her not that she had much experience other than a slight curious look on the internet a few times.

He placed the tip at her entrance making her hold her breath.

"You sure?" Peter asked her one last time.

"Yes," she swallowed.

Peter eased himself as he watched the head push past her lower lips. The half-Mexican/Puerto Rican girl held her breath as he eased himself in until he felt the barrier of her hymen. He stopped himself giving her a look as she nodded her head. Peter pushed as she gasped as her fists clenched the bed sheets as she hissed out.

"You okay?"

"I…yeah I think so, damn that stings," she groaned as it felt him inside. "Are you in?"

"Not all the way."

"Keep going, please I want it all," she looked up at him as he leaned over her and slowly eased his way in. Anya groaned it did hurt but she was so very wet from her orgasm that he gave her that he was slipping in easily. She had never felt so full in her life, she had only used her fingers before to masturbate and never had something this big in her. She felt him stretch herself out unlike anything before she groaned as he slowly pushed himself deep into her body.

Finally he reached the end of the line as the head pressed up against her cervix although he found he wasn't fully in, there was still a bit left but he knew he couldn't go any further. God she was so tight around him, he had never had a pussy this tight in his life. He briefly wondered if it was because of her slim build compared to his, her age, the fact she was a virgin until now or a combination of all three.

"Need a minute?" He asked her.

"Just a bit," She breathed, god how she felt so stretched out. It hurt a bit but it wasn't too bad she had gotten hurt a lot more as Spider-Girl this was nothing compared to some of those times. Peter kissed her gently as they stayed there gently caressing each other. She wanted more she wanted him to make love to her.

"I'm ready, please go slowly," she told him.

"Okay," He gently pulled out a little and pushed back in as she groaned in a mixture of discomfort and some pleasure. Peter couldn't believe how tight this girl felt around him, if he was a young man he might have blown his load into this girl within thirty seconds she was so tight.

"Me encanta, Me encanta!" She cried out.

"What?"

"I love it!" Anya told him she had slipped into Spanish by accident.

To Peter it sounded very sexy as he plowed the young woman below him, "Say more."

Anya tried to think but it was hard while he was giving her the most pleasurable experience of her young life.

"Me pones muy caliente," she told him. "You get me very horny!"

"Oh god that sounds so sexy coming from you," Peter told her as he continued to fuck the young woman.

"Ai Papi! Si! Si! Si!" she cried out as he hit spots in her she didn't even know existed until tonight. "Go faster please!"

"As you wish," he complied going faster in and out of her once virgin pussy. Again he couldn't believe how tight her pussy was around his cock, he almost wished he didn't have the condom on just so he could feel those tight walls wrapped around his bare cock. But he knew that was too far and the small part of his mind that was still rational at least had that much influence.

As Peter rocked himself into the girl she instinctually wrapped her legs around him pulling him in close. Anya soon found herself getting more and more pleasure out of Peter and any doubts were momentarily lost to her. If this was how she was going to lose her virginity than she couldn't have done better. She held him close as she whimpered and groan with every thrust into her, she felt her hips thrusting back.

She felt the coil inside of her tightening again, she felt he orgasm coming, she wanted this to last forever to feel this great longer but her body was at it's limit. She couldn't even tell him she was coming as she could only cry out until suddenly her mouth opened in a silent scream as her eyes widened as her entire body tensed and spasm as she reached her second climate of the night.

"Oh god!" Peter felt her tight pussy already tighten even more as her body tried to milk him for everything he was worth as he thrust one last time as his dick throbbed and burst his cum into the condom. When he was done he gently pulled out of her and rolled to his side seeing the condom with her juices and some of her blood on it.

Both lay there panting coming down from their mutual orgams.

"Ha sido el mejor sexo de mi vida," She sighed.

"What did that mean?" He asked curious as he watched her young sweaty body as she lay there nearly boneless and trying to catch her breath.

"That was the best sex of my life basically," Anya translated as she looked down to see the slight blood on her pussy. She remember from health class that first times that could happen. "Uh…sorry about the mess."

"No worries it was going to get messy no matter what," Peter pulled off the condom with its contents, it was slick from the lube, her own juices and the slight blood on it. He had never fucked a virgin before so this was a unique treat for him and he was glad that he could make her first time really good. He threw it away in the waste bin next to the bed as he pulled a few tissues on the night stand.

"Here let me help," He took the tissues and handed them to her.

"Thanks," She blushed out of embracement taking them and cleaning up. "Sorry about the sheet though."

"Don't worry about it, trust me sex usually leaves the sheets having to be put into the laundry." He explained.

'Oh, didn't know that, damn how much did they miss out on health class?' She thought to herself as Peter got back onto the bed next to her. She threw the tissues away as she looked at him and she smiled, she had really done it. She had lost her virginity and what a way, going with an experienced guy was the way to go.

She didn't want any awkward moment so she slide up next to him resting her head on his chest cuddling up to him. "Thanks for this."

"Well I admit that this isn't how I pictured my night going but you're welcome." He told her stroking her back gently along her spine.

"You think I expected to lose my virginity tonight?" She joked back at him loving what he was doing to her back. She felt like she could just melt into him like this. "God I have no idea what got into me but I'm glad it was you. That was the best I've even had, not that I got much to compare to."

"So I'm going to be the measuring bar?"

"Oh yeah and you set it pretty high Spid-sorry Peter. That's going to get some getting use to." She laughed as she knew him as Spider-Man longer than Peter.

"No problem Anya, I always wondered why did you decide to go with Spider-Girl and not keep the Araña name you started with?" He asked. She shrugged, "New costume, new powers, new chapter in my life. Plus everyone kept calling me Spider-Girl and no one remembered that other name or how to say it properly." She said the last part a little bitterly. There weren't many Spanish heroes, there was that White Tiger and Reptil, who was one of the few boys she did kiss. He was kind of cute but he was on another coast and long distance wasn't working. They talked online now and again but he got the feeling he had a thing for someone on his team.

But she didn't want to think about that now, she'd rather think about something else. She ran her hand down his abs (god how she loved those) and after a bit hesitation she slowly stroked his member, it was still a bit greasy from the condom.

"You don't mind do you?" She asked him a little shyly.

"Nope just don't be too hard," she had spider strength like him and he didn't want to know what her hand could do to him if she wasn't careful down there.

She nodded as she explored it the skin was so soft as she gently starting stroking it, soon she could feel it hardening as her eyes locked onto it. She couldn't believe she was giving a hand job but here she was and at least a part of him was enjoying it. Soon he was fully erect as she marveled at his dick, the skin was so soft and yet she could feel the heat of it, the pulsing of his heart could be felt in her hand.

Anya had to try something as she got on top of him.

"Anya what are you doing?" He asked a little worried.

"Don't worry just something I want to try out first," She lined up her slit and pressed herself down so instead of having him enter her his dick was pressed against him with her pussy on the other side, sandwiching his cock between Peter's own flesh and her own. She moaned as she moved her hips rubbing his cock with her wet slid.

"Anya," he moaned her named taking hold of her hips.

"Oh that feels so good," she starting rubbing him faster losing track of herself until she accidentally went too far forward so when she came back his cock entered her pussy slightly. Both of them tensed up feeling them together again only this time without the condom. She could feel everything now, it felt even better as she rocked a few times feeling his bare cock inside.

Peter for a moment lost himself in the tight wet pussy that was slowly sucking in his cock before he snapped out of it. He quickly held her hips to stop her movements. "Anya!"

"What?" She asked a little frustrated he had stopped her.

"Condom."

She blinked before getting off him, "Oh shit, sorry."

"Just be careful, you don't want to be a teen mother do you?" He asked her reaching over to get into the drawer and pull out another condom.

"Yeah no kidding," She mentally cursed herself to her stupidity that was too close. "Can I try putting it on?"

"Alright," He tore the package and gave it to her. He watched as she found out how to roll the condom on. She smiled at him as she retook her position and slowly lowered herself onto him. She couldn't get him all the way but she was totally filled so she used her legs to start riding him rubbing his abs and chest as Peter ran his hands along her thighs and sides.

As the two were soon getting into the next round with Anya riding Peter to the best of her ability they had an invisible guest in the room. Sitting naked on a chair facing them was an out of breath but blissful love goddess. She was still rubbing her sex after the huge jolt of energy she just got from those two thanks to her spell on Peter.

'Virgins are always the best,' she sighed at the thought. All that sexual potential just waiting to be released that was the reason she wished she had more virgin priestess that worked at her temples. They were like fine wine just waiting to be uncorked. Sometimes she would have the priests and priestesses pick two young virgins and have them perform love on her temple altar. Nothing was forced of course and it wasn't like the young couple didn't want to do it. All that energy that got released in the act was like being supercharged.

She missed those days, it was hard to find virgins these days but that girl's orgasms had been like drinking the best drink after being thirsty. Looking at the two of them she couldn't help but smile, she felt more charged from that than she had felt in a long time and also maybe it was time to give her new favorite mortal another taste of things to come.

She licked her lips waiting for them to fall asleep as she planned out her next phase of her little game.

From the Blog of Spider-Girl

Spider-Girl: Well guess who just got her V-Card punched? Yep, and no I'm not telling who it is besides if I post the entire thing my account my get banned for putting in what might account for pornography.

Spider-Girl: Seriously stop guessing and to whoever posted Hobgoblin, eww, get help you sicko, it was NOT a villain so get those sick fantasies out of your heads.

Spider-Girl: Okay YES it was a hero and NO for the final time I'm not telling!

Spider-Girl: Okay finally a decent question, yeah it hurt a bit but honestly he really knew what he was doing. Experienced guys really know how to make you feel great and he was gentle and caring, I swear both times were amazing.

Spider-Girl: No I wasn't kidding we did it two times no fooling, although what health class doesn't tell you is how sore you get the next morning. I ache in places I didn't know existed.

Spider-Girl: I don't know how big he was I didn't measure it! Look it was big to me but I have no idea what's big or small it's not like I have a lot of experience with this thing. But after getting used to it, it felt great for all I know he was average or slightly bigger it certainly what's small.

Spider-Girl: Okay some of these guesses are just plain weird.

Spider-Girl: Yes he was very good, great even like I said experience really counts I can't wait to do it again. Damn, I got to go, he's going to wake up and I don't think he wants to see me blogging about us while I'm still in his bed.

Next up chapter 11: Morning After


	2. Chapter 2

Barbara Gordon hated Arkham, whenever she had to come here it creeped her out completely. So of course, Batman had selected her to drop the Joker back off at the Asylum. He could have done it himself, if not for the massive explosion that put him out of commission for the night when the Joker's bomb threat had turned out to be more than a threat.

With Nightwing and Robin preoccupied with holding back the rest of Gotham's crime, it had fallen to Batgirl to borrow the Batmobile and bring the Joker back in. The drive had been uncomfortable, Joker never stopped making lewd comments about her and how sexy she looked in her skin-tight black costume with the yellow bat on the chest. What was supposed to be a boring but uncomfortable drive to the outskirts of town over the bridge and a standard delivery had all fallen to shambles when the Joker had broken out and killed a couple of guards.

Leaving her father, Commissioner Gordon, where it was 'safe' Batgirl took off in pursuit of the madman. Unfortunately, everywhere she went, Joker and his main squeeze, Harley Quinn unleashed more goons to slow her down.

Another reason that she hated Arkham was the prison mentality of the inmates, a lot of them hadn't even seen a woman for years, so they were constantly threatening to commit heinous sexual acts upon her. Luckily, if anyone ever got the drop on her or knocked her out, her costume had devices to prevent it from being removed without her say-so.

Batgirl's pursuit of the Joker led her to cross paths with the madman known as Mr. Zsasz. The unarmed staff was forced to watch as he again and again electrocuted a captured employee behind a security field.

Barbara was able to use the room's vantage points to get behind Zsasz and planned to knock him out before he could kill the poor man strapped in the chair. Batgirl reached up and prepared to slide her arm the psycho's throat when suddenly Zsasz threw an elbow into the side of her head. The redheaded vigilante fell to the ground and watched as Zsasz turned around with his perpetual evil smirk on his face.

"Seems like my little trap has snagged me a bat!" Zsasz said in his cruel hissing speech. Brandishing a knife in one hand and the control for the shock therapy chair in his other. The killer looked down at Batgirl and said, "I should kill you right now just for the scar, but a servant of the Bat needs to be made and example of. I think I need to humiliate you for all these people to see."

"What are you talking about?" Batgirl said, placing a hand on her temple where Zsasz had hit her.

"Suck my cock in front of all these people, little Bat-slut," Zsasz sneered, "suck my cock or I hold down this trigger until that man in the chair smells like bacon."

Batgirl studied the psycho for a minute to see if he was being serious, but a man like Zsasz never made jokes. So Batgirl rose to her knees and hoped that while she degraded herself for the madman that she could come up with a plan to take Zsasz down without killing him or the employee.

Batgirl opened the inmate's pants and observed the multitude of scars decorating his leg and crotch, but not his cock. Batgirl wet her lips and started to stroke the shaft in front of her, feeling the eyes of the employees on her.

"Oh and dear," Zsasz said with a smile, "watch the teeth or I might flinch and hold down the trigger on this controller."

Barbara Gordon sneered up at him before wrapping her soft, ruby lips around Zsasz's hard cock and began to bob back and forth. As she sucked and stroked, she kept one eye on the knife in his hand. If he moved it even an inch, Batgirl would do what was necessary to survive, even if it endangered the man in the chair.

Spit covered Zsasz's cock as she thrust her mouth down on the cock until it touched the back of her throat, causing her to gag. Batgirl retreated back, saliva connecting from the tip of Zsasz's cock to her lips and tongue before it snapped and dripped down her chin.

Batgirl thrust her mouth back down the cock and continued to thrust back and forth for a painful amount of time that seemed like hours. Barbara was happy when Zsasz finally climaxed and shot his load into her mouth. As he groaned , the madman closed his eyes and savoured the feeling. That was all the opportunity Barbara needed. She threw a first uppercut directly into Zsasz's testicles then a second under his jaw, flattening the psychopath and knocking him out cold.

Pulling the remote out of his limp hand, Barbara contemplated spitting out the hot load of cum that occupied her mouth, but as she tasted the fluid she couldn't resist swallowing it before she deactivated the security field and continued her chase of the Joker.

After leaving a trail of beaten bodies behind her she'd finally caught up with the clown, they were finally in the same room but the Joker decided to unleash an enormous beast on her.

"Have fun, kiddies!" the Joker yelled, "make sure he wears protection! HAHAHAHA!"

Staring down the beast, Batgirl noticed the enormous bulge in its tattered pants.

"Oh crap," Batgirl groaned as the beast roared and charged. Barbara flung a batarang at him, but it merely bounced off his shoulder and clanged to the ground harmlessly. The creature slammed Batgirl against a wall, knocking her into a haze.

Unfortunately for her, Batgirl's armour didn't have all the anti-personnel devices that Bruce did, so the brute with his enhanced strength had no problem snapping all the locking pieces away and pulling her costume off. By the time her head had finally cleared, Batgirl was down to just her mask.

Barbara tried to shield herself, mainly her perky breasts and shaved pussy. The brute threw her onto the ground and removed his own tattered pants, revealing his enormous, erect cock.

"Whoa, whoa, whoa," Batgirl pleaded, "I'm not a first-date kind of girl!"

It didn't matter to the beast as he pressed himself onto the young heroine, his erect cock pressing against her stomach.

Struggled as much as she could, finally Barbara groaned and said, "ah what the hell…. I might as well just get it over with. You better not blow your load in me!"

Batgirl felt the tip of the cock begin to prod into her tight cunt, spreading her pussy lips wide. The heroine groaned from the thick meat entering her narrow slit and penetrating her deeply. She heard the beast grunt with each thrust as his speed increased and he drove his cock deep into her vagina.

Barbara closed her eyes and waited for it to be over, but then began trying to fantasize that it was someone else. It ended up being impossible, the sounds of the creature's grunts kept pulling her back into reality as he held her wrists to the ground and continued to thrust with all of his superhuman strength.

"Boring!" Joker yelled out, "change it up a little bit!"

Oddly enough, the beast listened and lifted her off the ground. Batgirl threw her arms around his neck and her legs around his hips to prevent the cock from thrusting too deep into her cunt. Batgirl bit her lip and started thrusting her pussy down on the cock, hopefully speeding along the process so she could get on with her day, maybe while the beast came she could try the same move that had worked on Zsasz.

Not soon enough, the beast's grunts grew more agitated as his cock began to throb inside Batgirl's cunt. As Batgirl tried to wrestle away, she groaned as she felt the hot load fill her pussy until it dripped from her in thick drops.

Batgirl balled her fists and was ready to throw everything she had in a punch when suddenly the beast started to struggle breathing and clutch at its chest. Barbara recognized all the signs of a heart attack even in a mutated beast like the one in front of her. Then it was all over and the creature fell forward. Dead. Batgirl felt the weight of the beast pinning her down, with its cock thrust deep inside her pussy.

"That's embarrassing," the Joker commented, "note to self: need stronger test subjects… ah well, I'll see you soon, Batgirl!"

The Joker disappeared behind a set of blast doors, leaving the beast on top of Batgirl while he made his escape. No matter how much she squirmed, she was not even capable of moving enough to remove the cock from her tight pussy.

With the help of a guard who had previously been hiding behind a security field, Batgirl was eventually able to escape her nasty predicament. And together they attempted to open the doors back up, but Harley had blocked them out of the system. They were in return treated to a video of Frank Boles, an Arkham guard knocking out her father and carting him off.

Barbara realized that she couldn't leave her father alone with these monsters, even if it meant delaying her search for Joker. As she headed back the way she came, Batgirl realized that the locks on her costume were beyond repair, meaning now she could not rely on them to save her from further sexual assaults. They would stay on in battle, but if someone was able to overpower her they would come off like any other pair of pants or a shirt.

"This is going to be an interesting night," Batgirl muttered as she carried on down the hallway.

TO BE CONTINUED…

The elevator roared to life as Batgirl followed the trail of tobacco residue her father had left behind. She cleared her throat and coughed. She wondered if it was some of Zsasz cum still caught in her throat, but decided to move on.

As the doors opened, Batgirl heard the screams a few seconds before she saw a room of people being ravaged by the effects of fear toxin on the other side of a pane of glass. Barbara tried to help them, but before she could even think about breaking the glass, they had doubled over and died.

A shadow skittered on the wall and Barbara followed it. The chase led her to the morgue, which turned out to be empty except for a couple of bodybags laid out on tables.

Batgirl opened the first and gasped in shock when she saw the lifeless body of her father. She promised herself she would cry later and opened the second bag, when she pulled open the bag Scarecrow jumped out and jabbed her with needles full of more fear toxin.

Barbara felt dizzy for a second then fell over as darkness took her.

She woke up to the sight of the Joker's face looking at hers, strangely silent. Batgirl attempted to throw a punch, but realized that she couldn't move her arms. She had been dressed in a strait-jacket, she was also still wearing her mask, but she was otherwise naked. Too shocked to act, she was pushed to her knees and felt the Joker's cock press against her crimson lips. She tried to keep her mouth closed as long as possible, but eventually the head pushed through and kept going until it was completely submerged into her mouth. Batgirl gagged as the cock hit the back of her throat and felt the Joker's testicles press against her chin.

Batgirl choked on the long cock and felt the Joker's hands on her head, forcing her up and down the shaft at rapid speeds. Tears formed in her eyes as she opened her mouth as far as she could so that she didn't have to feel the villain's cock rubbing along her lips or tongue. The only real result was that her saliva started to freely flow from her lips and down her chin.

The Joker pulled his cock out of her open mouth and pushed her onto her back, the clown forced himself between her legs and thrust his cock deep into her cunt. Batgirl groaned and tried desperately to escape, but the Joker wasn't going anywhere except back and forth in her pussy. The Joker's hand gripped her throat and choked her lightly as her pussy lips gripped tightly around the shaft.

"Hm," the Joker said, "the subject seems oddly open to sexual intercourse, must be a purely female reaction to the drug."

Since when did the Joker talk like that?

Batgirl was flipped over onto her stomach, her cheek pressed into the tile floor as the Joker held her head against it. His cock again found its way into her cunt and the fucking resumed.

Barbara gritted her teeth but soon found pleasure in the penetration, she hated every second of it, but at the same time she was starting to feel herself approaching an orgasm. The young heroine heard passionate moans and soon realized they were coming from her mouth, climbing to a fever pitch. Soon she was squealing like a pig as the Joker fucked her harder and pushed her head tighter against the floor.

Batgirl's legs tensed up and she let out a long scream, feeling herself orgasm against her will. Somehow the process cleared her mind and the real world drifted back in.

"Barbara! Can you hear me!?"

"Br_ Batman?" whispered Batgirl, trying to prevent the Joker from hearing her.

"Thank God, you can hear me. You've been dosed with fear gas, you need to fight it!"

"Fear gas?" simply acknowledging that it was the problem seemed to help. Batgirl realized she was still on the floor of the morgue, but it wasn't the Joker who was currently ramming her from behind. It was Scarecrow.

Batgirl renewed her struggles and finally got away from the creepy little man. She rolled onto her back and was greeted with a few globs of cum spewing from the tip Scarecrow's cock, blinding her in one eye.

"Oh come on!" Batgirl groaned and kicked Scarecrow in the side of the leg, the villain dropped to one knee. Low enough that Batgirl could drive her foot into his nose. Scarecrow cursed and fell backwards, Batgirl rolled to her feet and gave a strong kick to the side of his head to render him unconscious.

A trained escape artist, Batgirl had no trouble getting out of the strait-jacket. As she found and redressed in her costume, she saw the table that she thought had held her father and realized it was empty, obviously a hallucination.

Batgirl retraced her steps and picked her father's trail back up. She didn't like how this night was going, and she was sure it was only going to get worse.

TO BE CONTINUED…

Batgirl truly wished that Bruce would let her turn on her audio blockers. For the past five minutes, she'd been on her stomach, crawling through the insanely dirty vents trying to reach the spot where Harley Quinn was holding her father hostage.

During recon, she had seen Commissioner Gordon tied to a chair. Harley was guarding him with a shotgun, but that didn't stop her from amusing herself at Gordon's expense.

Barbara reached out of a vent and grabbed a goon by the ankle, the armed man went down face first into the cement floor. Batgirl finished knocking him out with a boot in the back of the head and retreated back into the vent.

Above her she heard a thud and looked out of the vent to see Harley's corset sliding down the glass. The Joker's girlfriend had started humming an off-key burlesque song as she started to undo the buttons to the stolen nurse's shirt she had been wearing under the corset.

As Batgirl had been getting into position, Harley had been making some pretty lewd comments about her father and what she wanted to do with him. If it had been death threats or talk of torture, Batgirl actually thought it might have been better.

The shirt was now fully unbuttoned, Jim Gordon's eyes were locked on the large tits that were just barely reined in by the red and purple bra that Harley was wearing. The crazy bitch next took off her belt and slid it behind Barbara's father's neck, pulling his head between her large breasts. Harley made a motorboat sound.

If only anyone knew that the Commissioner and Gordon were father and daughter, they would realize that this act was getting a much bigger reaction than they expected. Batgirl slid her arm around the throat of another goon and covered his mouth. She needed to hurry up before the speakers started broadcasting the sound of Harley sucking her father's dick.

With no belt to hold up her skirt, it fell to the ground revealing the red and purple panties that she had sewn herself from two separate pairs. Harley let the nurse's shirt fall off her shoulders and performed a little dance with it, rubbing it between her legs before throwing it against the window. Harley turned around and displayed her ass to the hardened policeman. The panties were riding up, more of a thong than anything, but even without his glasses Gordon could read across the ass: PROPERTY OF MR. J.

Harley set her left foot on Gordon's chest and began undoing the straps that held the thigh-high boots on. She slowly began removing the boot, revealing the long fishnet stockings underneath. As she did the same with the right leg, she said to Jim, "did you know I used to be a stripper? I did it to get myself through university. What a cliche, right? HAHA!"

Batgirl rolled her eyes and kicked a goon from behind in the beanbag. The man dropped his gun and clutched at his crotch, Barbara grabbed him by the back of the head and sent him backwards headfirst. That was the last of the guards so Batgirl hurried to get into a position where Harley wouldn't be able to see her and go for the shotgun.

By the time Batgirl found a way on top of the glassed in box that Harley was keeping her father in, Harley was down to just her panties, the fishnets and still her little nurse's cap. She had instead taken to removing Gordon's clothes, mainly his belt and undoing his zipper.

"Wow, you're so hard you could probably cut diamonds with this thing," Harley said, feeling the Commissioner's cock through his boxers, "let's have a little peek."

Batgirl realized how close she was cutting it when she crashed through the ceiling and landed on Harley. The glass rained down on the cop and the criminal, and Batgirl gave Harley an extra kick in the head to make sure she was out.

As Batgirl cut her father free, he said, "would it have killed you to wait five minutes?"

Barbara felt like throwing up, but she was able to choke out a "yes it would."

Jim took one last look at Harley's tits then looked out the window at the small shed-like building in the center of the room.

"We're not alone, he's got something down there. I don't know what it is," the Commissioner said.

After Batgirl hogtied Harley using her bra and shirt in place of rope, father and daughter made their way down to the small room and opened the doors.

Batgirl's jaw dropped when she saw what was in the room surrounded by mist.

"Bane," Batgirl declared, though it wasn't the Bane she knew. He had all the same scars and facial features of Bane, he even wore the mask and was strung up with tubes, but he was a small, scrawny man.

"Yup, it's BANE!" shouted the Joker over the Asylum's speaker system, "now let's let him down for a little yard time!"

"What?" Batgirl screamed, she pulled out a batarang, hoping to cut the tubes before they could get to work. Unfortunately, she was too slow, so she opted to get some distance between her and the juicing powerhouse.

Venom flooded Bane's body and started to turn him into the monster that Batgirl was familiar with. When he got to heavy, the tubes snapped and Bane fell to the ground. He charged the two crimefighters. Batgirl threw an ineffective punch and was rewarded by being smacked through a wall.

"Where is that bruja that dared to drain the Venom from me!"

"Keep him busy," her father yelled, "I'll go find something we can use to take him down!"

Wait, what? Batgirl thought, did her father just leave her with a superstrong mutant who was already visibly erect at the sight of her? One of these days she would really need to tell her father who she really was.

As Gordon fled the room, one of Bane's giant hands grabbed her around the waist and held her in the air.

"I am the one who broke the Bat, puta," Bane said, "I believe it is time I break another one."

Based on Bane calling her a whore in Spanish, Barbara didn't suppose he had another spinal injury planned for her. Bane threw her onto the ground and removed his pants. Batgirl's eyes shot wide as she saw the enormous cock spring out of his orange pants.

She tried to scramble away in a sort of crabwalk, but Bane easily caught her and pulled her up to her knees.

"You will pleasure me, puta," Bane ordered, "or I will break you as I broke the bat, then I will find the policeman and break him too. Then I will find the bruja and break her as well."

Batgirl knew when she was beat, she didn't have the strength or any usable strategies to deal with the brute, so reached up and gripped Bane's thick, hard penis and began to stroke it slowly. The superheroine licked her lips and opened her mouth wide as it would go to fit the enormous head into her mouth.

The redhead's tongue caressed the tip of the cock, feeling every curve of the dome and lathering it with her saliva. Barbara tilted her head from side to side, trying to dive a little deeper but was afraid if she went too far that she may dislocate her jaw.

She was finally able to fit half the gigantic length of the dick into her mouth, and used both hands to stroke the remainder. Her lips were tight around the hard shaft as they ran up and down it, her tongue tasting the skin and applying more moisture to it.

Struggling to breath with the enormous girth in her mouth, Batgirl had to retreat a bit to catch her breath. Not wanting Bane to think she was slacking or giving up, she used the time to run her tongue along the outside, using her own spit as lubrication for her hands as they stroked the large cock.

"You would have made quite the prostitute in another life, Batputa," Bane said, almost sounding like a compliment, "but in this one you now serve Bane."

Barbara rolled her eyes and groaned before wrapping her lips once more around the thick shaft. The room echoed with the sounds of slurping and sucking with every bob of Batgirl's head. She wondered how she had gotten herself into this predicament, she'd been a crimefighter for years and never had a problem that had to be solved using her less-marketable skills, now this was the fourth time tonight, and surely not the last.

Bane reached down and grabbed the back of Batgirl's head, to begin rapidly thrusting his cock into the young woman's throat. Barbara began to gag and sputter her saliva out from her lips. The liquid dripped down on her black costume and down to the yellow bat on her chest.

The brute finally released Barbara, she fell onto her back gasping for air, tears streaming down her cheeks.

"Remove your clothes, now," Bane ordered.

Barbara knew that she should defy him, that she shouldn't obey his orders so quick, but after almost choking to death on his enormous cock her only instinct was to listen to him. First she pulled off her yellow boots, then the matching gloves. Next, Batgirl pulled the top half of her costume off over her head, exposing her perky and perfectly-shaped breasts to the brute, then followed that with removing her pants. Oddly enough, despite being at the mercy of the villains on multiple occasions, any one had yet to even attempt removing her mask. Maybe they just had a bat-fetish and preferred to keep the mystery in their life.

Batgirl stood in front of Bane, naked except for her mask, trying to shield the sight of her nipples and shaved cunt from the villain. Bane pushed Batgirl backwards, she fell hard against the cement floor with Bane following a second later, placing his hands over her wrists. She spread her legs wide and waited for the penetration to come. She felt her own saliva dripping off of Bane's enormous cock onto her crotch for a couple seconds before he finally adjusted himself and guided his cock into her tight slit.

As the large meat entered her and spread the lips of her pussy wide, Batgirl's mouth opened up in silent scream, her eyes pinched tight in pain. Bane thrust hard as she expected he would and was not gentle at all as he savagely rammed her cunt with Venom-fueled aggression.

With each stroke, Batgirl could feel Bane growing more aggressive, penetrating deeper and harder. If he fucked her any harder, she was sure that she would break a hip. The worst part was that Batgirl not only could feel herself getting wet from the brutal fucking, but she was also starting to feel some rumblings inside herself, knowing she was soon going to cum.

"Tell me how you've never felt such power in her life, puta-whore," Bane growled, his masked face inches away from hers.

Batgirl wanted to say something clever. Something like, "nah, I got fucked by a Titan earlier and he was stronger," or "I'm pretty sure Scarecrow had a bigger cock." Both were lies, but it didn't matter, all that came out of her mouth was a passionate squeal and whimper.

Bane lifted Batgirl off of the ground and pinned her against the wall. His hands gripped onto her hips and he thrust her downwards with every stroke of his cock forward. Barbara's eyes closed and she her eyes were rolling back in her head as her orgasm was building higher and higher. She threw her arms around Bane's neck and felt something. One of his venom tubes was in her hand.

"Barbara.," Bruce Wayne yelled into her earpiece, "are you still there? Gordon just told me about your situation. Are you still holding your own against Bane?"

Batgirl was grateful that the all-knowing Batman wasn't aware exactly what the situation was. Still being slammed up and down on Bane's enormous cock, Barbara was able to give a shaky and pitched, "yeah, yeah, yeah."

Bruce didn't seem to notice the odd way she said, probably assuming she was in mid-fight with the brutal villain. Batman said, "good, I have a plan for you to deal with him, but you need to do something."

"Mm-hm!" Batgirl moaned, trying not to let Batman or Bane know what she was doing.

"Okay, Bane's power comes from the tubes supplying him with Venom. You need to disconnect them, then get him outside. Hurry, Barbara!"

At that time, Bane also began to speak, "are you ready for the seed of Bane, puta?"

Batgirl gripped a Venom-tube in each hand then moaned, "do it, Bane. Do it NOW!"

Barbara felt the enormous cock in her slit begin to throb and tense up, with the release of Bane's tides of white fluid Batgirl also came, letting out a long, primal scream as she pulled hard on the tubes.

Bane was startled to feel the tubes coming free. By the time he could react, Batgirl already had the rest of the tubes disconnected.

"PUTA-WHORE!" Bane yelled and threw Batgirl across the room. Even though her legs felt like jelly from the mind-blowing orgasm she had just had and the brute's cum was currently dripping out of her and down her legs, she was still able to land on her feet.

In an uncharacteristically lucky manner, she landed near her costume and was able to grab a batarang. Bane charged at her, his dick swinging as he ran. Batgirl flung the projectile at him, striking him in the crotch. The Venom in his veins still had him strong enough that it didn't pierce the skin but it still felt like a kick in the balls. Bane grabbed his crotch in pain and thus left his face unprotected when Batgirl dove out of the way and he plowed through the wall.

Bane stood out on the lawn and glared at Batgirl, "you will pay for that, puta. I will break you again and agai_!"

Bane was cut off when suddenly the Batmobile slammed into him and drove him off the dock and into the lake. Jim Gordon diving out the open door as it sped by.

Batgirl grabbed her clothes and quickly redressed before her father could see her naked and deduce what had happened. If she ever told him her secret, she didn't want this event coming to mind for him.

She had just finished pulling on her second boot when Jim walked through the hole in the wall.

"Sorry I took so long," he said looking at the exhausted (but fully clothed) heroine, "that Batmobile is hard to get the hang of."

"Um," Batgirl said, thinking about the orgasm she had just had, "it's alright."

"Now lets go see who exactly thought it was a good idea to string Bane up like a pinata," Gordon said.

TO BE CONTINUED...

AUTHOR'S NOTE: I Know some people are going to be upset that nothing ended up happening with Harley in this chapter, but trust me she is going to be getting a lot of attention in the next few chapters. So just enjoy the little teaser I put in this time

It took only one look at the computer in Bane's cell to see who had ordered him transferred there. It was Dr. Penelope Young, one of the hostages she had gone through so much trouble liberating in the medical facility.

Unfortunately, Batgirl was playing catch-up trying to figure out what was going on all night, thus Joker was two steps ahead of her and had Dr. Young already in his position. Or to be more accurate, in Zsasz's possession.

Barbara Gordon had been pursuing the madman for some time now, waiting for an opportunity to strike, but more and more goons kept getting in her way. Eventually she stopped being gentle with them and bones started getting broken.

Zsasz eventually dragged Dr. Young into a room with no other ways out, Barbara didn't like calling it a dead end. Batgirl entered the room and promptly heard the raven-haired doctor's screams from around the corner. Though it didn't exactly sound like the anguished screams of 'you're cutting me with a knife' but more 'you're fucking me in the ass.'

Barbara took the snake cam out of her utility belt and aimed it around the corner, and was not happy that her ears had been right. In the small monitor, she watched as Zsasz used Penelope as a human shield, but still pursuing his sickening desires as well.

Zsasz was naked, except for his collage of scars all over his body. Penelope Young was still wearing most of her clothes, except for her pants and underwear. Her blouse had been ripped open and she hadn't been wearing a bra underneath, Barbara couldn't deny that she had a lovely set of large, perky tits. Mascara had run down her cheeks to the point it looked like someone had painted portions of her face black as she tried to break Zsasz's grip on her hair, while still being wary of the knife in that same hand. She was still wearing a lab coat, but it had been hiked up so that Zsasz's cock could find a hole. Through the snake cam, Barbara could clearly make out Penelope's neatly trimmed pussy, so that meant that Zsasz was indeed fucking her in the ass.

Barbara took out a batarang and waited for Zsasz to stick his head out from behind Penelope so she could knock him out, but in the meantime he had to watch as the psychopath brutally ravaged the doctor's asshole.

Nearly drowned out by the sounds of his crotch slapping against Penelope's rear, Batgirl could hear him saying in his loud whispering voice, "scream for me dear. If Joker won't let me earn a mark from killing you yet, I'll just have to settle to hearing you scream."

Penelope opened her mouth and let out another long, painful scream. The hand that Zsasz was not using to pull on Dr. Young's hair or hold the knife, he was using to hold her leg up in the air. Barbara felt like a pervert watching the killer's large rod pulverizing the poor hostage's asshole as it thrust in and out of her hole.

Batgirl thought about going for one of Zsasz's exposed legs, but she couldn't be sure it would be enough to ensure that he didn't flinch and drive the knife down on Dr. Young, so she instead tightened her grip on the batarang and waited impatiently for the moment to come.

"Are you ready Dr. Young? I have a surprise for you..." Zsasz whispered.

"NO!" Penelope screamed, but it was too late. Zsasz's balls tightened and he fired his load into the doctor's asshole. It was a large load and promptly began to drip out of her hole even with Zsasz cock still buried in it.

The orgasm caused Zsasz to move just enough that Batgirl got a clear shot at the villain's head. The batarang struck home and knocked Zsasz flat on his ass, his juices-covered cock slipping out of Penelope's asshole as he fell backwards.

Before Batgirl could go make sure Zsasz was out, Penelope Young was on top of him viciously pounding his face and chest with her fists. She screamed out, "YOU MONSTER! YOU EVIL, EVIL, EVIL, EVIL MONSTER!

Batgirl extended a hand to help the doctor up, "he's not going anywhere... I saw Bane, what were you doing with him?"

Dr. Young sniffled as she rose to her feet, pulling her labcoat tight around her body. She choked out a still emotional, "it's all Joker's fault. He funded my project anonymously, then when I tried to pull the plug he did all this. Now he wants my notes on the Titan formula."

"Titan?"

"That thing that Joker uh... sicced on you, the great big monster?" Penelope said, "Joker broadcasted the whole thing on every monitor."

"That's great to hear," Batgirl said, wondering if all of her sexual escapades tonight had made it on the primetime news, "where are the notes?"

"Here in this room," Penelope walked over to a plaque on the wall and started trying to pry it off.

"What else does Joker have planned?" Batgirl asked, examining Zsasz to make sure he wasn't going to get back up.

"How should I know?" Penelope said, finally getting the plaque off the wall to reveal the safe behind it, "do you think anything he says makes any sense?"

Batgirl looked up to see the green joker face painted on the wallsafe and screamed to the doctor, "get down!"

But it was too late, the wall safe exploded and everything went black.

When Batgirl woke up, the first thing she saw was Harley Quinn standing over her, back to wearing her nurse costume.

"Shame about Dr. Young, but Mr. J hates a squealer!" Harley said, Harley turned and walked over to where a couple of Joker goons were holding up a badly beaten Quincy Sharp, the warden of Arkham Asylum. "And speaking of squealers..."

Harley swung Sharp's jewel-tipped cane as hard as he she could, snapping it across his jaw.

Batgirl tried to get up but she was still sore from the explosion, she was able to figure out that while she was out, she had been once again stripped of the costume. Batgirl considered just leaving it off, it was a pain in the ass getting dressed so many times.

Harley ordered a couple goons to take Sharp away then looked down at Batgirl, "like I said, Mr. J hates a squealer, but I don't," Harley walked towards her, slipping her panties out from under her costume and discarding them on the floor.

Harley stood over Batgirl, a foot on either side of her head then crouched down so that her pussy was hovering over her mouth.

"Come on, Batgirl," Harley said, setting to the task of removing the rest of her clothes, "do I really need to say something like, 'if you don't play along, I'll have Quincy taken out back and shot?'"

Batgirl groaned and reached her head up to begin tonguing Harley's pussy. The Joker's GF continued removing her clothes and was now down to just her bra and cap.

"Come on boys," she said to the armed goons surrounding her, "don't be shy."

The large black guards set down their guns and began unbuckling their belts. In a few quick seconds, Harley had a cock in each hand and was swiftly stroking each member. A third goon lifted Batgirl's ass up in the air and positioned her legs around his waist while he prodded her pussy with the tip of his erect cock.

Batgirl extended her arms up and gripped both of Harley's thighs as her tongue gently navigated the slit of the villain.

Harley continued stroking both cocks, but now switched between both of them with her juicy red lips. She affectionately moaned as she sucked on each cock. She pulled them towards her and managed to fit both cocks into her mouth as she tried to suck on both. Saliva dripped down her chin and onto Batgirl's face.

Harley gagged and ejected both cocks from her mouth and burst into a coughing fit.

"Ooh, what a rush!" Harley said as she wiped the saliva off of her large tits, "you want to give that a shot, Batgirl?"

With her tongue currently swishing around inside of the jester's wet cunt, Barbara was only capable of letting out a muffled, "no."

"Sure you do!" Harley said, surprisingly able to understand Barbara.

The goons all took a step back, except for the one who was between Batgirl's legs. He reclined back, and with the help of the thugs, was able to put Batgirl into a reverse cowgirl position. The room filled with the sounds of his crotch smacking against Batgirl's as Harley held her arms behind her back and the goons introduced their cocks into their face.

"Give her a couple of warm-ups, boys," Harley orderd..

The guard on Barbara's right obeyed and thrust his cock down Batgirl's throat with one thrust. The heroine gagged on the dick, but the goon didn't pull it out, instead he went to work skullfucking her as Harley cheered them on.

Barbara closed her eyes and tried to stop herself from gagging, but the cock continued blasting the back of her throat relentlessly. After what seemed like hours, the goon pulled out and gave the other guard a turn at deepthroating the redheaded sidekick.

"Okay that's enough, I think she's ready," Harley pried Batgirl's mouth open as far as it would go and pulled her at the corners of her mouth to fit both large cocks into the girl's mouth. The woman instantly knew it was too much to handle but was helpless to stop it. So instead, Batgirl did her best to bob up and down on both cocks, still feeling the thug who was viciously pounding her pussy with everything he had in him.

"On second thought, I'm not in a very sharing mood today," Harley admitted, "give me one."

One of the cocks slipped out of Batgirl's mouth and plunged deep into Harley's throat. Their heads merely inches apart they were skullfucked in synchronization. By now Harley had positioned her pussy above the face of the guard who currently had his cock in Batgirl's slit and was now being eaten out.

With her hands still held behind her back, Batgirl was waiting for the perfect opportunity to strike (preferably before she was covered with the criminal's cum).

A long slurp took place right next to Batgirl's ear as Harley removed the cock from her mouth and said, "you know what my favorite type of cake is Batgirl?"

The goons seemed to know what Harley was going to say, and all three took places surrounding her while Harley still held Batgirl's arms behind her back.

"BU-CAKE-E!" Harley squealed as the guards one-by-one shot their loads onto Batgirl's masked face and tits.

Blinded in one eye, Batgirl knew that a better time to strike wasn't going to make itself known, so she swung her head back, striking Harley in the face and began throwing fists and kicks at the three goons.

To their credit, the thugs put up a better fight then she expected. Enough time for Harley to get away, mostly unscathed.

Standing over the unconscious criminals, drenched in their cum Batgirl found the broken cane that Harley had broken over Sharp's head and a nice blood sample she could use to track the warden.

She pulled up her pants and began cleaning the cum off of her face and tits, not seeing anything in close proximity that she could use to dispose of it with, she decided to suck the white fluid off her fingers and swallow.

TO BE CONTINUED...

Batgirl was embarrassed… even though she had been humiliated all night, she was glad that she still had the ability to be embarrassed.

She'd followed Sharp's trail all the way into a trap. Now she was locked in a room with the hostage, Quincy Sharp while Harley Quinn escaped out of her grasp yet again. A monitor sprang to life to show Harley walking past a security camera.

Harley hummed yet another of her horrible off-key songs only to be interrupted by Poison Ivy.

"Harley!" Ivy screamed, the redheaded, green-skinned diva slammed her palms against the glass walls of her cell. She was kept under heat lamps to keep her healthy, she had ditched the bottom half of her prison outfit, wearing only a pair of red panties and only one button done on her shirt, exposing almost all of her torso, except for her nipples.

"Jeez, Ivy you look like crap! Maybe I can sneak you in some shampoo," Harley commented.

"The plants are you screaming, can't you hear them? They're crying out to me in agony!"

"Yeah? Well I really don't have time for this," Harley responded.

"Pleeease, they'll die without me, you have to let me out!" Ivy screamed, pressing her breasts against the glass.

I don't know Red, you're not on Mr. J's party list," Harley said, looking at a piece of paper that she pulled out of her bra, "oh well."

Ivy groaned, "pleaaaase!"

Harley hummed then said, "ah what the heck, I'll cut you a break."

Harley opened the gate up and Ivy strutted through, she shook her red hair and moaned, "that feels so much… better."

Ivy began to slowly walk away when she was stopped by Harley's hand, "hold on there, toots. I didn't let you out for free, if you know what I mean."

Ivy turned around and pursed her lips. She watched as Harley reached into the pouch on her belt and pulled out a long red and black checkered dildo. The green-skinned villain watched as Harley licked the side of the rubber cock, then smiled at the woman staring back at her.

Ivy raised an eyebrow and reached her hands up to undo the solitary button that held her breasts back, exposing them to Harley, before shrugging the orange shirt off of her shoulders. The dark green veins just below her skin stretching across her skin like vines or roots. Harley bent down and pulled down the red thong that Ivy had been wearing.

After soaking the dildo with her saliva, Harley began rubbing the tip it against Ivy's wet pussy. The green-skinned redhead hummed with contentment, cupping her breasts and teasing her own nipples. Slowly, Ivy lowered herself down on the floor while Harley slowly penetrated her slit with the red and black dildo.

Harley grabbed one of Ivy's wrists and pulled it down to her crotch and slipped her fingers around the shaft.

"Amuse yourself for a second, while I get rid of these clothes," Harley said, rising back to her feet and undoing the snaps on her corset.

Ivy worked the dildo in and out of her slit, writhing her torso and moaning. She licked her lips and stretched her legs out, feeling every inch of pleasure as the shaft spread her lips and entered her deeply, her juices flowing out of her.

Harley rejoined Ivy on the ground, having shed all of her clothes in a pile against the wall. She retook the dildo and began to rapidly thrust the cock into Ivy's slit. Harley leaned in and began tonguing the clit as the lubricated cock rubbed against her chin as it passed by.

Poison Ivy halted Harley's actions and brought herself face to face with the painted face of the slut. Removing the cock from her cunt, she placed one end of the dildo in her mouth and the other in Harley's. Together they both sucked on the long rubber object their lips only half an inch apart, careful not to connect and have Ivy's toxins enter her body.

Ivy gagged as the rubber cock slid down her throat. Her lips smacking around the rubber rod , meanwhile Harley passionately deepthroated her half of the dildo. While they tenderly sucked on the artificial dick, they each reached down and began fingering the other's slit.

Harley retreated from the cock and took it tightly into her hand, thrusting it deeper down Poison Ivy's throat. When the redhead attempted to recoil, Harley threw an arm around her neck and held her in place while she rapidly blasted the cock down Ivy's throat.

After gagging extensively, Harley finally allowed Ivy a rushed breath. Taking offense from the oral assault, Ivy turned Harley on to her hands and knees and began ramming the cock into her asshole to Harley's delightful squeals.

"C'mon fuck me harder, Red. I know you got it in you!" Harley groaned. The cock spread her anus as the thick shaft rapidly darted in and out. The clown-girl bucked her hips back, thrusting the dildo further into her asshole. While she reached back, she felt her clit and rubbed it to stimulate it further while Ivy assisted her by fingering the slit with surprising speed.

Just as Harley was starting to squeal louder and louder, building to a feverish orgasm, the monitor that Batgirl had been watching on suddenly switched to the Joker's face. Barbara Gordon had not been aware of how intently she had been watching.

"What a riot! I could watch those two all day, hahaha!" Joker exclaimed, "but unfortunately my mother left the V-chip on my TV, so no more for me! And speaking of riots…"

Barbara heard off in the distance the doors unlocking as dozens of monstrously crazy inmates were released onto the grounds.

Batgirl took Quincy Sharp's keycode and began implanting it into her decryption device, as she countered the security codes, she muttered to herself, "there's no way I'm letting any of those things fuck me…"

TO BE CONTINUED…

Batgirl landed with both knees on a madman's chest then threw a bone-shattering punch into his beanbag.

With that finished the redheaded sidekick pulled up her pants and continued along her path on Harley's trail. For so long she had managed to evade being fucked by the shrieking maniacs, but she had failed to detect one in a ceiling vent and had been unable to deflect the pounce. When she had gone down, the naked freak had pulled down her pants and ravaged her against her will.

The maniac held her down and slammed her asshole, her ass rippling with impact with every stroke. The pain had been severe, as the animalistic man spread her anus with his thick shaft no matter how hard she fought.

The creature had pounded her for a few seconds before cumming on her back, then began driving his fists into her back, that's when Barbara had found the opportunity to strike back. She was fast and efficient, and once it was all over, she had to dab the cum off her back with her cape.

The trail eventually led to the maximum security ward, where the floor was capable of being electrified to stop the tide of any escaping prisoners. Unfortunately, that feature had not proven too efficient tonight, since all the inmates had escaped this particular area. Harley, however, had packed it with her own inmates to protect her from Batgirl. To stop herself from getting electrocuted, Barbara had to continuously bounce between the levels as they cycled through one at a time.

Then it happened, she wasn't quick enough or she misjudged her time, but the floor lit up beneath her and sent an unlikeable amount of electricity through her body. Once the floor died down, Barbara collapsed to the ground, trying to recover before the other prisoners.

"Oooh, now things are getting interesting," Harley commented.

Batgirl found the ability to turn her head ever so slightly, to see the goons starting to get up around her. Of course they each weighed at least 200 lbs, and Batgirl was 120 soaking wet… she highly considered bulking up as one of Harley's thugs began tugging down her pants, while another removed her top.

"Hahaha, get him boys!" Harley squealed with excitement, watching from the guard station, her tits pressed against the glass.

Barbara was sat on top of one of the guards, his cock prodding into her asshole, while another one loomed above her with his dick penetrating her cunt, while the last two loitered at her head, ready to stuff their rods into her mouth. By the time, she could even think about fighting back the goons had her hands tied behind her back with her own cape and she had a thick cock darting down her throat.

The thug grabbed Barbara by the sides of her head and slammed her head up and down his shaft, gagging her on his long cock. Batgirl shut her eyes as the dick slid between her crimson lips, rubbing along her delicate tongue as it pounded the back of her throat. Her saliva slipped past the tight she seal she kept around the rod and dribbled down her chin onto her chest.

Batgirl was bounced up and down between the two thugs as they rapidly fucked both her holes. The goons spread her openings, their dicks were thick and long, penetrating her deeply.

The inmate on the other side of Batgirl's head suddenly pulled her away and slid his long cock down her throat, pumping his hips quickly. The redhead gagged continuously with every thrust, tears running down her cheeks. She groaned and mumbled arguments but was unable to fight back.

The dick in her pussy was removed and the man connected to the one in her asshole rolled over to begin assfucking her doggy-style. With her hands still bound behind her back, one of the thugs lifted her head up and instantly began skull-fucking her while the other two patiently waited, stroking their cocks.

"Come on fellas!" Harley screamed with one hand on the mic, the other in her panties, "sharing is caring!"

The thugs rotated, pulling their cocks out of Barbara's mouth and asshole. She was yanked violently to her feet and sandwiched between the two thugs. Her legs wrapped around one man's waist while he slid his cock into her pussy and the other entered her still-aching asshole.

With nothing in her mouth to muffle her screams, the painful yells filled the room until it echoed with her discomfort. The redhead was rammed up and down between the two until she could finally feel their cocks starting to throb in her orifices.

"Uh-oh, looks like the volcanoes are about to blow!" Harley commented, "paint that hero bitch white, boys!"

The two guards placed her on the ground and instantly came on her face and tits. The other two joined in and began beating off in front of her face. The first came relatively quickly, but the other needed a couple of strokes down her throat before he finally shot his hot load down into her open mouth.

As Batgirl swallowed what had landed on her tongue, she finally finished undoing the knot around her wrists. Once free, she drove her palm under one thugs chin, he went down quick and didn't get back up.

She kicked another man in the stomach and followed with a knee to the face. She drove her heel into someone's nose and her elbow into the back of the head of the last man.

With her support down for the count, Harley emerged from behind the guard station's doors.

"If you want something done right, you got to do it yourself!" Harley exclaimed. She was naked except for her bra and a long strap-on harnessed onto her crotch. The jester performed some cartwheels and backflips to close the distance between her and Batgirl. However when she threw a kick at the redhead, Batgirl caught her foot and spun her into the wall.

Batgirl noticed a piece of paper stuffed in Harley's bra and pulled it free. On it was a list of names with smiles next to some of them.

"Hey that's not yours," Harley complained.

"Well now this is mine," Batgirl replied, pulling the strap-on off of Harley and putting it on for herself.

Batgirl dragged Harley into a cell and handcuffed her to the bench seat, just so her ass was up in the air. Batgirl didn't know what she planned to do, so instead she made it up as she went along. She considered just a straight-up cunt-pounding, but decided that she would rather hurt Harley and stuffed the cock into the clown's asshole.

"Ooh, kinky? Where's the ball gag and the riding crop?" Harley asked as Batgirl swiftly thrust the cock into her anus, the loud smack of the leather crop against her crotch filled the small room along with Harley's passionate moans.

Batgirl thrust harder, ramming Harley into the wall. With every stroke and thrust, Quinn's ass rippled upon impact. The clown squealed with delight, so Batgirl gave a pull with each hand onto her pigtails, reining her in.

"Come on, Batslut! I know you work out, you can fuck me harder than that!" Harley commented, and Batgirl did, she slammed Harley so hard into the wall that there was an audible thud with each thrust. Harley's moans increased in pitch until she choked out, "I'm going to cum!" Then she gave out a loud squeal as her juices flowed out of her pussy.

With the job done, Batgirl dropped the strap-on onto the ground and locked the cell door behind her.

"You're never going to find Mr. J!" Harley yelled, "he's in his secret lab in the gardens."

"No shit, Einstein…" Batgirl muttered, having already seen the chlorophyll on Harley's hands with her cowl's detective mode.

TO BE CONTINUED…

Batgirl hit the thug as hard as she could muster, she felt his jaw break as her knuckles connected and he went down. With the last of the goons down for the count, Batgirl continued through the Botanical Gardens.

The Joker had used two Titans to distract Batgirl while he escaped with the formula. She had destroyed the large containers of the crap, but Joker had maintained enough to be a serious problem. If she was going to stop him, she'd need an antidote for the toxin. The only one who would have the know-how to do that would be Poison Ivy.

Barbara Gordon opened the door and entered the next room, luckily there were no more henchmen waiting for her, but something had caught her eye. Spray-painted on the wall was a giant green question mark leading into a hole at the base of the wall.

Batgirl crouched down and looked inside. She saw a Riddler Trophy, the kind she had been finding all night in the hopes of putting together enough of Edward Nigma's broadcast code to hopefully send the police his way. The hole was small; Barbara would be vulnerable while trying to squeeze in. She looked over her shoulder and got down on her hands and knees, then her stomach to start crawling in. It was a tight fit, but she wasn't at danger of getting stuck.

The trophy was finally in her grasp; she reached forward with her right hand and seized the trophy. It wouldn't budge, it was oddly heavy. Barbara gave another quick tug then realized her hand was stuck.

"Oh crap," Batgirl whispered.

"Uh oh, is the little naïve girl stuck?" said the nauseatingly confident voice of the Riddler.

That's when Batgirl realized her ass was still hanging out of the hole. She pulled as hard as she could, but the trophy wouldn't budge. She felt the Riddler's hands on her exposed buttocks, feeling their way up to her belt. Slowly, mindful of her kicking feet, Edward pulled down her skin-tight black pants.

"You know… if you were a little cleverer, none of this would have happened," Nigma said as he discarded her pants. He leaned back in; Barbara could feel his rock-hard manhood pressing against her buttock. Nigma continued his teasing, "Maybe this little lesson will help you remember."

The tip of Nigma's cock dragged across her skin, thankfully past her anus, but still finding a spot in her pussy. Slowly the head pushed into her slit, inch by inch penetrating her. Batgirl clenched her teeth as the Riddler's surprisingly impressive cock entered her hole.

The villain's cock withdrew a few inches then pushed back in, slowly increasing thrust speed and depth. Eventually the strokes became hard enough that the smack of skin against skin became hard enough for Batgirl to hear even with her head stuck in the hole.

Riddler thrust harder and harder, his hands tightly gripping her buttocks. Occasionally, Riddler would give a playful slap across her ass, causing Batgirl to squeal with each strike.

Batgirl was almost grateful when she started to feel Edward's large cock started to throb between her pussy lips. She had mixed emotions as Nigma groaned and shot his load into her hole. Slowly, Riddler slid his cock out of her hole. Once he was clear he threw a tube of gel in the hole, landing where Batgirl could reach it.

"That's the solvent for the glue; it'll also help you snag that trophy, while also giving me enough time to get off the island."

Batgirl rolled her eyes, "thank you sooo much."

It took five minutes for the solvent to weaken the glue enough that Batgirl could pull her hand off of the trophy, and a couple more seconds for the trophy itself to detach from the ground. The whole time, Barbara was terrified that someone else was going to happen by her in that precarious position.

Once free she pulled up her pants and continued on her journey… something she was getting a little too used to doing. Eventually Batgirl was able to track plant spores to the green bitch, Poison Ivy.

Barbara entered the atrium that Ivy had made her home and watched as the botanical villain sized her up.

"Hello Batgirl, what happens to bring you to me and my babies?" Ivy asked, sitting on some sort of hammock made of her vines.

Batgirl did her best Bruce impression and said, "Joker is poisoning your plants and using them to incubate the titan drug. I need to know what on the island I can use to make an antidote."

Ivy was amused at Batgirl's posturing, "now why would you want to save my children? You've never been the most vocal defender of my actions."

"I'm worried about the Titan formula destroying Gotham, I could care less about your plants. You need me as much as I need you," Batgirl answered.

Poison Ivy rose from her bed of plantlife and approached Batgirl. "So Gotham gets an overdue demolition, why should I help you? The way I see it, if I need to save my babies I can do all of the work myself and beside the point, why should I trust you not to hurt my babies?"

Before Batgirl could defend her position, she felt the vines tighten around her ankles and take her off her feet. She tried to go for a batarang to cut the snare, but her wrists were snagged as well by the vines.

"I'll tell you why," Poison Ivy said, her face an inch away from Batgirl's, "because breaking my trust, would break your heart." Ivy blew on her hand, a cloud of shiny, pink dust flew into Barbara's face. She coughed and tried to hold her breath, but the pollen was already in her brain.

As the sidekick's eyes glazed over, Ivy ran a hand down her cheek and neck down to her breasts.

Ivy smirked and said, "well since you're here…"

The vines acted on her will, removing Batgirl's outfit with absolute delicacy. In no time, Batgirl was down to just her mask and bound by the wrists and ankles , more vines wrapping around her to support the weight.

Ivy removed her shirt and panties. Her green skin basked in the sunlight as Batgirl was brought down to her knees. Ivy grabbed the heroine by her red hair and pulled her head back.

"Do you wish to please me, Batgirl?" Ivy asked, running one hand along the side of Barbara's face while the other maintained a grip on her hair.

Batgirl was sleepy, but she was able to mutter, "Yes, Ivy, whatever you need me to do."

"I think you know," Poison Ivy said.

Batgirl closed her eyes and leaned forward, her face in Ivy's crotch. Ivy smiled with satisfaction as the indentured superheroine stuck her tongue between her wet lips. Batgirl was eager to please her new mistress. The movements of her tongue were passionate.

Barbara sealed her lips around Ivy's clit and sucked before the nub slipped between her lips with a loud smack, then her tongue began to stimulate the region again.

The vines around each of Batgirl's legs snaked further up, until they reached her crotch. The vine around her left leg slowly entered her pussy while the one around her right found its way into her tight asshole. Batgirl was so intent on pleasuring her mistress she only let out a slight whimper as she was penetrated.

Similarly, the vines around her arms slithered upwards to cup each of her perky breasts, squeezing them and holding her tightly in place.

Ivy cooed as Batgirl's tongue found every pleasurable area in her cunt. Her fingers breezed through Barbara's red hair, watching as the girl closed her eyes and gently ate out the plant-themed villain. Her tongue lapped at the woman's lips. Ivy feeling every second of pleasure as the girl's eager mouth brought her dangerously close to cumming.

With no signs of slowing down, Ivy grabbed two fistfuls of Barbara's hair and pulled out of reflex as she exploded into an orgasm.

Ivy panted, her vines still pulsing in and out of Batgirl's holes. She looked down at her, "Batgirl, my love, you should know that the only plant on the island with the active ingredient that can counter the effects of Titan is found in a fungus."

"Where?" Batgirl asked.

"Here's where it gets difficult," Ivy said, pleased with the information she was passing, "down in the sewers. That just so happens to be where they keep Killer Croc…"

TO BE CONTINUED…

The Batmobile roared as it sped down the road, peeling around the corner as it turned into Arkham. Joker was at the wheel with Batgirl's mouth around his cock as he drove, she bobbed quickly in his lap as he approached the Asylum.

Her hands were cuffed behind her back, but she didn't need them as she rapidly deep-throated the clown's enormous manhood. Her tongue gently caressed every inch of skin on Joker's cock as she swiftly skull-fucked herself. Between her lips she felt the unnaturally white cock beginning to pulse and throb. Just as Joker's balls tightened and he blew his load into her mouth they were pulling in front of Arkham.

Suddenly Batgirl duct-taped into a wheelchair, unsure how much of what just happened actually happened. She tasted cum, but there was none of the hot liquid in her mouth. Their was silver tape binding her wrists to the armrests, while more of it wrapped around her chest, just below her perky tits to keep her in place. She was wearing her mask and nothing else.

The wheelchair lurched into motion, Batgirl looked behind her and saw Zsasz pushing her. The Joker was a couple steps behind them as they proceeded down the hall for Patient Transfer. She heard the indistinct rambling of a puppet on the monitors going on about the Asylum's goals, but she didn't really listen.

Once they reached the end of the hallway, they were greeted by the man known as Scarecrow. The psychotic psychiatrist was holding a clipboard and examining her.

"Pupil dilation inconsistent with any known side effects of Fear Toxin, though is common symptom of those suffering from the influence of Poison Ivy's pollen spores. There is no record of what the two chemicals would do if they reacted together," Scarecrow droned on. He finished his report and threw the clipboard on the ground and whipped his cock out of his brown hobo-pants.

Batgirl felt the madman rubbing his cock on her cheek and surprised herself when she turned her head and opened her mouth to invite it in. She sucked forcefully on the head of Scarecrow's dick, her eyes shut in concentration.

"Hm, subject seems to be suffering from a mild rush of serotonin. This seems to make her more willing to participate in sexual acts... watch the teeth," Scarecrow commented, "symptom will decrease once fear toxin loses potency, but in the meantime she should continue her actions."

Batgirl pushed her mouth further on the cock, her tongue rubbing along the bottom of the Scarecrow's shaft. Her lips writhed around the doctor's cock, she pushed up and down rod. Her saliva lathering the cock until Batgirl had to slurp and swallow the excess amount before it dripped down her chin.

She went a little deeper, feeling the head tickle the back of her throat. Batgirl gagged and pulled her mouth off of the cock. A stream of saliva followed with her, connecting from her bottom lip to the tip of Scarecrow's cock. Batgirl licked her lips then returned to bobbing back and forth on the hard cock.

Batgirl pushed her mouth back down to the base and held it there as she coughed and gagged but didn't retreat. Finally Scarecrow pulled her off by the hair and leaned her back in the chair. With Batgirl's saliva still dripping from his hard rod, he positioned himself between her legs and stuffed his hard cock into her tight slit.

Batgirl moaned, "yes.. fuck me..."

She knew what she was doing was wrong, it disgusted her, but that just made it hotter as the masked villain started to enter her. Batgirl wrapped her legs around Scarecrow's waist and pulled him into her deeper, his thick cock spreading her pussy lips wider. Her mouth opened wide as the dick slid further into her, feeling every inch rubbing inside. Scarecrow gradually increased the speed of his strokes until he was ramming her so hard the wheelchair began to rock back and forth even with the brakes on.

Barbara looked at her lover and realized who it was who was fucking her. Her mind had started to clear from the Fear Toxin, but she was still trapped and at Scarecrow's mercy. Whatever the psychiatrist had been talking about was still happening, she was still thoroughly enjoying being fucked so hard, but she knew that the second Scarecrow was done, she would be given more and more doses of the Fear Toxin until she overdosed or lost her mind.

She bit her lip and closed her eyes as she thrust her hips towards Scarecrow, feeling the impact shake her with every buck forward of his hips. Batgirl's perky tits bounced up and down as she fucked back, all the while she began using her fingernails to cut at the duct tape binding her to the chair.

Scarecrow was still going strong when she was finally through enough that with minimal effort she would be able to throw a punch that would knock him out. However, Scarecrow was now fondling both of her breasts, on his one hand his fingertips were connected to syringes filled with more Fear Toxin. If she wasn't fast enough, Scarecrow would send four full syringes directly into her heart. She needed to wait for him to move his hand.

Dr. Crane began to grunt beneath his mask, his strokes growing more agitated and deliberate. He thrust his cock deep into her cunt and fired his hot load inside her. No matter how good her drug-addled mind felt with the amount of cum inside her, she was sort of pissed that Scarecrow was keeping his hand on her breast.

Now that he was done, Batgirl balled her fist and waited for him to leave. She could put him down hard and lock him away somewhere...

The transfer doors opened and a group of thugs entered the hall.

"Oh sweet, Scarecrow has Batgirl all tied up and ready for us," said one of the painted goons.

Scarecrow turned, his body language ripe with anger, "NO! She belongs to me!"

With Scarecrow looking away, Batgirl broke the last bits of tape and threw a punch directly into Scarecrow's jaw. He was down but not out. As Batgirl went to work fighting the inmates, Scarecrow skittered away to do god-knows-what.

Batgirl was pissed off enough that she made short work of the criminals, but the mad scientist had gotten a head start on her. Barbara found her utility belt hung over the handle of the chair, but her costume was nowhere to be found. Naked, Batgirl knew she couldn't leave him to poison her again, no matter how good it felt to have his big cock in her tight, wet puss_

'Shit!' Batgirl thought, 'what did that stuff do to me?'

Scarecrow took the elevator down while Batgirl had to slowly make her way down by jumping between the support beams in the shaft. Dr. Jonathan Crane was heading down to the sewers, it had actually been where Barbara was on her way to, but why was Crane interested?

She finally caught up to him as he stood at the edge of the water. In the poor lighting, the sweat glistened on Batgirl's naked skin, her breasts heaving as she tried to catch her breath, it was surprisingly difficult to catch up with an elevator.

"Not another step, Batgirl," Scarecrow warned, he pulled a satchel off of his belt and held it over the water, "I'll drop it in and these sewers will be filled Fear Gas. You'll never find your way back out and you'll be trapped with all your worst nightmares."

The sidekick didn't know what to do, she had no idea what Scarecrow could possibly want to dissuade him from dropping the bag. She could hit him with a batarang, but he still might drop_

Suddenly the water exploded as something surged out of it. A flash of green scales amidst the waves lifted Scarecrow up above his head. Suddenly Killer Croc was standing in front of her, all nine feet of green scale and muscle. It was actually kind of sexy_ Damn it, Barbara! Snap out of it!

The bag of Scarecrow's drugs fell harmlessly on the cement floor as Croc studied the nude sidekick standing defensively in front of him.

"Nice tits," Croc said with whatever passed for a smile from him, "I'll be seeing you later."

With that Croc turned and dove back into the water, bring Crane with him.

"Well, at least he's probably got a big cock," Barbara muttered as she ventured into Croc's lair to search for the Titan antidote.

TO BE CONTINUED...

"I'm heading into Croc's lair," Batgirl said over her cowl's radio as she walked down the dark corridor that Croc made his home. As she walked down the hallway a gate slammed shut behind her, she realized it had to be a trap that the giant green mutant had set for her.

"Do you have a plan to deal with him? You can't take him in a straight fight," Bruce asked.

"Croc's an animal, for any animal all you need is a trap and bait," Barbara replied. She had found a soft section in the floor, meaning that it wasn't supported, she took out her explosive gel and drew a great big bat on the floor. If at all possible, once she had the spores, she would lead Killer Croc back to this spot and drop the floor out from under him.

Further along the hall the sewer opened up into a maze of dark passages, filled with water. It couldn't be very deep, maybe five feet, but that's all someone like Croc would need to dominate the area and sneak around unseen. Luckily there were floating platforms that would lead her around the entire area to find the spores needed for the Titan Antidote.

Barbara set one foot on the platform and watched as the ripples spread through the entire body of water, she bit her lip and realized that she would need to move slow and careful to prevent that from happening again and broadcasting her position. It was cold in the sewer and Scarecrow had stolen her clothes. Her skin was covered in goosebumps and her nipples were so hard she could chip cement. Her feet felt the hard driftwood rafts below her. She had her utility belt slung over her shoulder like a bandolier since she no longer had pants.

Batgirl did the math in her head and figured out how much of the spores she would need to synthesize a cure and was disappointed when the first plant she found barely had enough to fill a fifth of what she needed. So slowly she searched for more and more of the plants, ever careful not to let Croc know where she was. The scarier idea was that he was watching her and just letting her skulk around for his own amusement, probably stroking his great big cock as he watched_

'DAMN IT!' Barbara thought, gritting her teeth, 'I'm sooo gonna kill Poison Ivy and Scarecrow... if Croc didn't kill Scarecrow already.'

The mixture of Ivy's seductive pollen and Scarecrow's gas had somehow made Batgirl unable to stop thinking about sucking and fucking, even when she was being pounded by Scarecrow, she was okay with having his cock inside her.

It took longer than she had hoped, but eventually she had enough spores to create enough of the antidote to stop the Joker's plans. She opened up her utility belt and put the package inside one of the pockets. Unfortunately, when she opened the pouch something fell out. Her heart sank as she watched it clank against the raft and fall into the water, more when she realized what it was.

The high-pitch frequency emitter that Bruce used to call in a swarm of bats.

Batgirl almost felt like weeping at her mistake and took a dainty step back the way she came, hoping maybe that Croc's hearing range wasn't enough to pick up the sound of the emitter. She had made it three feet when the water exploded around her and something heavy hit her and pulled her into the water.

Batgirl was able to inhale deeply before she went below, but Croc would definitely out last her. She felt her utility belt slipping away and being discarded by the goliath creature. Still holding her underwater, Croc pushed his cock into her mouth.

Sewer water filled her mouth and was pushed out as the enormous meat entered. Batgirl's jaws were pulled open as wide as they would go as the cock slid in and out along her tongue. Barbara caught herself sucking even as her lungs screamed for fresh air. Her hands gripped his hard, green shaft as her tongue played with the head of his manhood.

Finally, just when Barbara felt like her lungs would explode, Killer Croc pulled her out of the water by her hair. She exchanged the pain of drowning for hair-pulling and was happy to do so.

As she coughed up the water that had gone down her throat and wiped the water away from her eyes so she could see she saw Croc staring at her with his yellow eyes locked on hers.

"It's been so long since they sent me a woman down here, little Bat," Croc growled, his fang-filled mouth contorting into a smile, "you'll be a good little slut or I'll hold you under the water until her lungs fill with it."

"Yes, Croc," Batgirl said, sounding closer to tears than she had planned.

Killer Croc let her go and she fell back into the water. He didn't hold onto her anymore, there's was no need since the sewers belonged to him. Batgirl couldn't out-swim and by the time she crawled back on the rafts, Croc would be on her.

Faced with little option but to obey, Batgirl set to work. The water here was only five feet, so Croc's cock was just below the water, but at least Batgirl could grab a breath whenever she would need one.

Batgirl reapplied her grip to the enormous manhood in front of her and wrapped her ruby lips around the head as she began to stroke it. She felt her hair floating around her as she sucked on the tip and massaged it with her tongue. Her cheeks darted in as she sucked hard on the cock.

Continuing to stroke, she returned for a breath of air before diving back down, this time pushing her mouth further on the cock. The sewer water stung her eyes so she kept them closed, her head thrusting back and forth on the long, thick shaft.

Keeping one hand on the base of Croc's dick, she used the other to grab his leg and pull herself close to him. Her tits pressed against his legs as she went deeper and deeper on the massive meat. Finally she felt her lips against his testicles and realized that the entire length of cock was now in her throat. Her lips writhed and her tongue massaged the base as tried not to gag.

She kept her mouth there until she was forced to return to the surface for a breath.

Almost delicately, Croc held her above the water and instructed her, "take a deep breath."

When her lungs stopped burning, she inhaled deep and closed her eyes as Croc pushed her under the water by the back of the head, forcing her down the length of his cock as he pumped his hips. He held her head in place as he bucked forward, slipping his full rod down her throat repeatedly with force.

She gagged and coughed, losing her air as the cock punched the back of her throat until she couldn't take it anymore and beyond. The meat ran between her lips and along her tongue, prying her jaws open wide. Eventually, in a whoosh Batgirl was back above the water, desperately trying to refill her lungs with clean air. Her red hair clung to her face, soaked. She wiped the water from her eyes and then noticed that she was pressed against Croc's chest, being held there. She felt his hard cock against her stomach and realized what was coming next.

She lifted her legs up and tried her best to wrap them around his gigantic, scaled waits as Croc's thick cock started to spread her pussy wide as it entered her. Croc was still wearing his collar from the asylum with a big chain hanging from it, Batgirl gripped the chain as Crock began to bounce her up and down while he bucked his hips.

The water splashed with every impact, spraying through the air as she was penetrated deep and hard. Holding tight onto the chain, Batgirl leaned back, feeling the cock going far into her slit as she started to fuck back, enjoying her time with the enormous creature.

Croc's hands held her tightly by the hips as he lifted her up only to be slammed back down at an incredible rate. His claws lightly dragged on her skin, not enough to draw blood, but enough that Batgirl inhaled sharply with slight pain.

In her heart she knew she shouldn't be enjoying this, but her brain was so filled with pleasure that Batgirl couldn't help but start screaming with delight as she was spread apart by the enormous cock.

Croc turned Batgirl around and bent her over one of the wooden rafts. As Croc started to ram her from behind, Batgirl saw her utility belt a few feet away on another raft. When she finally made her move, at least she knew where that was. She didn't know when she was actually going to make her move or what it would be, but she knew she was going to wait until after Croc filled her up with a hot, juicy load of cum.

One of Croc's hands stayed on her ass, while the other pulled on her hair, his hard dick filling her pussy as it darted back and forth.

"Oh yeah! OH YEAH!" Batgirl caught herself screaming as she was viciously pounded. She gripped the edge of the wooden platform. With every superhumanly powerful thrust, more water splashed and rained down on Batgirl as the raft was pushed by Croc's hips. She turned to look at him, his face twisted with determination as he pushed his cock deep into her pussy.

"Fuck me in the ass!" Batgirl screamed, then she froze, realizing she had just said that out loud.

Croc stopped and smiled, "if you say so."

Batgirl wanted to scream for him not to, but she actually did want to feel his big cock in her ass. So she said nothing.

Croc turned her onto her side, placing one of her slender legs over his big shoulders. Her fingernails dug into the wood as she felt her anus being entered. She bit her lip and moaned as the thick cock spread her asshole wide. Slowly, he started to thrust deeper and increasing his speed.

Batgirl let out a long groan as the splashing continued, Killer Croc's assfucking rising to unbearable speeds. Barbara's hand found its way down to her pussy, rapidly fingering herself while Croc's cock pounded her ass.

Barbara's wet hair hung down, clinging to her face as her eyes were closed and her mouth open, flushed with pleasure.

Croc slid his powerful muscular arms under her knees and pulled her off of the raft. Spread-eagle with her feet almost resting on Croc's shoulders while she held onto the collar for support, she felt the mutant continue to ram her ass with blinding speed and ferocity.

Batgirl hated herself for it, but she thought she might actually be about to cum. She felt the monstrous cock darting in and out of her asshole and her body quivered with pleasure. Batgirl's mouth was open as wide as it could as she squealed with delight. Her buttocks rippling with impact as water cascaded around them.

Batgirl gripped Croc's collar tight and tried to straighten her legs as she finally exploded into an orgasm and filled the sewers with her final cries.

The sound pleased the mutant as he once again placed her on the raft, this time with his face towards her. Still coming down from her climax, she felt Croc's cock slide back down her throat and he began to fuck her face once again. It didn't last long since the man once known as Waylon Jones was already on the verge of cumming.

With a tug on her hair, he pulled Barbara back and covered her face and much of her tits with a massive load of cum that painted her completely white.

"You are quite a nice little cum whore," Croc said, "maybe I want eat you after all."

Batgirl kneeled on the platform, face to face with the monstrous creature, with one hand she gripped his collar and the other she wiped the cum off of her mask and licked it off her fingers, "as nice as that sounds..."

Batgirl found the switch and pulled her hand away a second before Croc was electrocuted by the collar.

Barbara knew the collars would have to be tamper-proof if they were going to try and keep Croc locked up, so while he had been pounding her tight little pussy and then her ass, she had spent the time searching his collar for anything that would be considered 'tampering.'

Killer Croc roared and dropped to his knees. It wouldn't keep him down long, just enough that Batgirl could get a head start. She scooped up her utility belt and sprinted for the trap she had laid. She was surprised she could run at all, considering the size of the cock that had just been inside her ass, but nevertheless she did.

As she bolted for the entrance, Batgirl heard the platforms being strewn aside as Croc chased her, he was only a few feet behind her the entire time. Barbara was grateful when she felt cement under her feet. She hit the gate and waited on the other side of the trap.

Croc came up on dry land and charged, Barbara timed the explosion perfectly and the monster fell down a deep hole. Batgirl was happy to discover that it wasn't deep enough to kill him however.

"I'll find you! You little whore! I have your pussy scent!" Killer Croc roared from the bottom.

Batgirl smirked as she lifted the gate up and rolled beneath it, "please do, I had a lot of fun down here, I just have places to be."

TO BE CONTINUED...

"Well that's just fucking great," Batgirl thought as she looked down at the wrecked computer. One of the roots to Poison Ivy's plants had just come bursting through the roof of the Arkham Island Batcave and cut her off in the middle of developing the antidote.

Earlier that night, Bruce Wayne had directed her to the cave to use as a base of operations. Unfortunately there wasn't a spare computer to finish the antidote, so she only had enough for a couple doses. There also wasn't a spare costume for her to wear, but she'd scream at Bruce for that later. On the plus side, there was a shower for Batgirl to wash the sewer water off of her skin from her rumble with Croc.

Shortly after getting out of the sewers, plant pods had started growing throughout the island and Joker came on the island's radio system to brag about giving Ivy some Titan. Obviously she was able to use it to amp up her plant-controlling abilities and turn the entire island into a death trap.

Getting back into the botanical gardens was much more difficult this time around but at least she knew where she was going this time. After a couple encounters with guards and civilians, Batgirl discovered that Ivy's seduction techniques had also been enhanced so now she had complete control over anyone who inhaled her dust.

Batgirl took a couple of batarangs in each hand and prepared for battle. She dove into the garden and began hacking her way to Ivy. The vines and branches scratched her skin and attempted to ensnare her every step of the way, but she kept cutting.

Finally a vine caught her left arm and before she could cut it free, her right hand was also snagged. The tightened their grip until Batgirl dropped her weapons. Then her arms were pulled to her sides, a thick set of vines wrapping around her waist to prevent her from moving.

A vine wrapped around her neck and another bound her legs together. The plant-life obediently brought her before Ivy.

The green-skinned woman sat on a throne of foliage. A vexed man on either side of her, while another one still in his guard uniform was between her legs, happily licking at her moist pussy. Ivy had a cock in each hand, playfully stroking. Her lips were around the cock in her right hand, lightly sucking as her cheeks popped in. Noticing Batgirl's presence, she pulled her lips away with a smack.

Ivy looked smugly at the captured heroine and said, "well if it isn't the lying bitch."

"What are you talking about, Ivy? I didn't li_" the vine around her throat pulled tight, cutting Batgirl's sentence short.

"You did lie," Ivy said, flinching as the guard between her legs did something pleasurable, "you said the Titan was hurting my babies, but Titan is making them strong. Strong enough to take back Gotham."

Batgirl tried to defend herself and point out the flaws in Ivy's theory, but the vine was still tight around her neck.

"You defied me, you sought to weaken me," Ivy continued, "you deserve to be punished."

Ivy took her hands off the cocks she had been stroking and silently ordered the men to approach Batgirl. No matter how much she struggled, the vines held her tight, but it somehow felt good. Apparently with the chemical cocktail in her system, she was now into giant mutants and bondage. Great.

Batgirl was lowered down until her head was at level with the two hard cocks of the mind-controlled men. The one on the right took his cock into his hand and pushed it towards Barbara's mouth.

Extraordinarily horny again, Batgirl opened her mouth and allowed the tip of the dick to rest on her tongue as she began to suck. Her lips wrapped firmly around the shaft as her tongue massaged the head. Her eyes closed with concentration and contentment. Batgirl's lips smacked as she pulled away and switched over to the other cock. She twisted her head from side to side as she sucked. She tongued the cock happily, tasting the skin as she started to bob her head nearby.

Nearby, Ivy enjoyed the sight of the Batman's girl sidekick sucking cock for her pleasure while she had a man between her legs, hungrily eating at her pussy.

Batgirl switched back to the other cock, licking along the underside then sucking on the guard's balls while his cock rested on her face. With the orbs in her mouth, she danced around them with her tongue before rubbing the shaft along her lips until the tip spread her lips and the cock slid back down her throat.

The other man walked around to Batgirl's rear and started prodding her pussy with his thick, hard cock. A set of vines pulled her legs apart, spreading her wide open. She gagged on the cock in her mouth as she was entered in the slit.

"Know what? I've changed my mind, fucking her in the pussy teaches her no lesson. You'd better do her in the ass," Ivy ordered and the guard obeyed, after only a few strokes into her pussy, she was now being penetrated in the ass. She had just finished having Killer Croc's massive cock ram her ass, so this was nothing special. Until the cock left her mouth and the guard crawled beneath her. With one cock in her ass, Batgirl's eyes opened wide as a second dick began to squeeze into her anus.

Batgirl closed her eyes and clenched her teeth, she balled her fists and groaned as two large cocks began to fuck her in the ass at the same time.

Ivy pushed away the guard that had been eating her pussy and approached Bagirl, inspecting the visage of pain decorating her face. She ran her fingers across Batgirl's cheek and up along the top of her head, flicking both of the bat ears, before her hand finally ensnared itself in Barbara's red hair.

Ivy gave Batgirl's hair a tug, the heroine opened her mouth and let out a defeated groan. Her eyes filled with tears, she tried to look at Ivy.

The green-skinned villain smiled. Her naked breasts hanging in front of Barbara's face, she said in her smug tone, "you have two cocks in your tight little ass and you don't seem to be in as much pain as you should. Either you learned some pretty in depth pain-blocking techniques from Batman or... you are quite used to being fucked in the ass... by Batman, presumably. Personally think it's the latter, since you look to me like the type to be a tight little, cum dumpster."

Keeping her hand tightly in Barbara's hair, Ivy laid down and wrapped both her legs around Batgirl's neck, her ass was strangely close to the man who was underneath Batgirl, but he didn't seem to mind. Tightening her legs around Barbara's neck, she pulled the girl closer until her face was in Ivy's pussy. Batgirl had been through so much tonight that she didn't need to be further instructed and began licking at Ivy's pussy, it was already nice and wet from the amount she had been prepped by the guard, who was now on his knees being sucked off by the green-skinned, red haired villain.

While Batgirl was continued to be fucked with two cocks in one hole, she obediently ate out Ivy. Ivy had the guard's cock completely submerged in her mouth, while she fondled her breasts with both hands.

Ivy began to coo as Batgirl applied her tongue in all the right places and brought the bitch close to climax. Poison Ivy released the cock out of her mouth and looked down at Batgirl as she breathed deeply, pinching her own nipples and feeling her body tense up with her approaching orgasm. She tightened her legs, almost choking Batgirl as the juices came spilling out of Ivy's cunt.

As she panted and came down, Ivy said, "now that I'm done, I think it's time you watered this little flower."

The men pulled their meat out of Barbara's asshole and began rapidly beating off in front of her face. Batgirl watched, a pair of vines firmly holding her mouth open as one by one the three men shot their loads into her mouth.

Batgirl gurgled for a second and tried to spit before realizing the vines would not let her do so. Therefor, she needed to take several gulps to get it all done and the vines left her lips.

"There, do you consider the lesson learned?" Ivy asked. Then noticing something in Batgirl's hand, a small black device.

"Nope, all I learned is that I can take two cocks in my ass while still eating out some crazy bitch's cunt and do a damn fine job," Batgirl said, then jammed the taser in her hand into the vine that was binding her.

While Batgirl had been sandwiched by the two anal-pounding men, she had noticed they were both still armed and had their belts fully stocked, so while she had been in the middle of the gangbang, she had lifted what she could out of a guard's belt.

Batgirl exploded into a wave of violence, defeating the three exhausted men then turning her sights on Ivy for some payback.

Ivy disappeared into a giant flower and proved little challenge that explosive gel couldn't handle. Batgirl dosed Ivy with some Titan Antidote then left the Botanical Gardens behind.

As she walked outside she was caught off-guard by the explosion of fireworks and the sound of the Joker's voice.

"Good job with Ivy, Batgirl. It is my pleasure to invite you to the party!"

TO BE CONTINUED...

Yet another thug grabbed her ass as she walked into Joker's funhouse, at any second Batgirl was expecting the twenty thugs to suddenly pounce on her and each take a turn with one of their cocks in her exposed holes. However, nothing happened. The thugs must have decided to stick with whatever orders he had given and simply let her by with the occasional ass or titty grab or they would grab their crouch and ask her if she wanted any. With the night she was having, she'd had enough, but was sure that whatever was coming, she'd have more on the way.

After some brief theatrics, where the Joker made a pitiful attempt to blow her up using a bomb in a TV, she walked into Joker's final play. She saw the thugs watching her from the mezzanine as she walked in, they made catcalls, that were nothing Batgirl hadn't heard a hundred times before.

Up on his homemade throne, sat the Joker. Bent over in front of him was a tied up female guard, with a puppet rapidly thrusting a wooden cock into her ass as she screamed. Batgirl recognized the doll as Scarface, an alleged haunted puppet who took over whoever had their hand up his ass. At the moment it appeared he had something of his own up someone else's ass.

Joker was not too discretely working the puppet, amused as its proportionally incorrect cock thrust in and out of the captured guard.

"Would you knock that off?" Joker asked the puppet, "we have company."

Scarface's head turned to him, "what do I care, it's not like she hasn't seen it before, ya goofy clown."

Joker faked anger and threw the puppet across the room. The rustle of chains let Barbara know a second before four Titans surrounded her. They couldn't quite reach her since their chains weren't long enough but Batgirl could see their enormous erections aching for her.

"Looks like they're excited to see ya, Batslut," Joker commented, "are you ready to get this show on the road?"

"Show me what you got, Joker," Batgirl growled.

Joker released the Titans, and as expected the fight was short. Batgirl held her own for a brief time, using the beasts against each other, but eventually they were too strong and Batgirl was too ill-equipped.

A Titan grabbed her from behind in a reverse bear-hug, Batgirl could feel its enormous cock pressed into her back and shuddered. The monsters wrestled Batgirl to her knees then began to fight for position on which cock would enter her mouth first.

Eventually there was a winner and Batgirl's head was swiftly thrust forward, her mouth wrapping around the thick meat as it slid down along her tongue and poked at the back of her throat. She could hear the Titan's labored breathing as the stood around her in a circle. They each stroked their cocks, waiting for their turn.

Eventually one got impatient and pushed the one who was currently skull-fucking Batgirl away. With a giant hand he grabbed the back of her head and pulled her face towards his crotch. The heroine opened her mouth in anticipation and felt the cock push into her cheek and stay there as Batgirl's tongue caressed it.

At the beginning of the night she had fucked one of these things, after it came inside her it had a heart attack and died. Batgirl knew that by now Joker had perfected the formula so the Titans dying due to ejaculation was not going to happen, but hopefully it would have some sort of adverse effect on them.

As the cock steered away from her cheek and down her throat for a good deep-throat blowjob, Batgirl blindly felt around until her hands each found a thick, throbbing cock to stroke. She felt the girth of both dicks as she began running her hands up and down the shafts.

The Titan who had been pushed away was now back to reclaim his spot and fought away the other Titan. He pulled her forward and rammed his cock once again down her throat. Batgirl's eyes filled with tears and her saliva spilled out of her mouth onto her tits.

The Titan had just been pushed away circled around behind Batgirl and pulled her off her knees. With her throat still being penetrated by a massive cock, she had to stay bent over while she felt the one behind her rubbing between her buttocks. It slid between the valley of her cheeks, unsure whether it wanted to fuck her or not, it obviously chose the former when it suddenly pushed the head of his cock into her anus.

Batgirl yelped and squealed as the girth of the cock entered her ass. The Titan slowly pumped his hips, her juices lubricating the shaft as she was fucked. She found it difficult to keep stroking with the pain in her ass.

The Titan to Barbara's left watched as the one behind her gripped her hips and pulled her deeper onto him and suddenly being jerked off wasn't good enough. The dick in her mouth was yanked clear as he was pushed away.

Batgirl was pushed vertical and soon she was sandwiched between the two kneeling giants. She gripped the Titan's shoulders in front of her and soon was being fucked in both holes, while she had a Titan cock on each side of her.

Flinching through the pain, she resumed blowing the two Titans. She wrapped her lips around the cock on her right and grinded her fist around the base of the shaft while her hand clenched around the one on her left.

"Whoa, look at that!" Joker yelled out, "she's really getting into it." The clown pulled out a revolver, and pointed it at the woman in the center of the four thrusting masses. "Maybe while she's occupied I can just… finish this all off."

Batgirl screamed, muffled by the meat between her lips.

"Nah," Joker said, "I'll just enjoy the show and see how this all turns out."

Barbara gagged on the cock, her lips still writhing around the shaft. Her eyes closed and dripping tears. Her tongue slithered around the base, tasting the tough skin as it thrust back and forth in her mouth. Choking on the meat, she bobbed her head back and forth, her red hair swaying with each quick motion.

The beasts growled around her, each thrusting their hips, spreading her holes to their limits. Batgirl howled with pain, mixed with pleasure. She was oddly happy with the rapid assault in each hole. She'd loved being fucked by Killer Croc and each of these beasts were just as big as he was, now there were four of them.

Bagirl didn't know how much longer she could handle being fucked like this, her heart racing to the point where she was either going to cum or pass out. She didn't know whether the beasts would stop if she passed out, but she knew that if she did she would end up choking to death on the cock in her mouth.

Suddenly, the cocks began to throb, the Titans' balls tightened and the growled louder, ready to blow. Without warning, the beasts all at once pulled out of her and showered her with their white loads of hot cum. The liquid dripped down her mask and tits, she was almost completely painted white when she noticed the Titans laying down and going to sleep.

"Get up!" Joker screamed at them, "you lazy bums! This isn't what I paid for!" The clown produced a gun, it looked like a tranquilizer but it was painted green and purple. "Oh it's all gone to hell, there is only one way this can end now…"

The Joker put the gun under his chin and pulled the trigger, a concentrated dose of super-potent Titan formula into one of his veins.

Batgirl stood over him, biting her lip. She knew she didn't have the luck that the injection would overdose him, but she could only hope.

The Joker grabbed her by the throat and laughed, "surprise!"

TO BE CONCLUDED…

"This is Vicky Vale of Gotham News, we have breaking news as the Joker has promised the public unmasking and humiliation of Batman's sidekick, Batgirl_ wait, something is happening on the roof of the Visitor's Building!"

Batgirl burst through the ceiling and landed hard on the wooden platform located on the roof. Joker crawled out of the hole after her. He was a hulking mountain of muscle and white skin stretched over it. His face wide with a sick, yellow grin as he eyed Batgirl's mostly naked body. Her skin was still sticky from Titan cum as she was able to support herself on her hands and knees.

Joker had thrown Batgirl around to soften her up as if she had the energy to take him in a straight-fight.

Joker dropped his trunks, snagging his foot as he tried to step out of them. He chuckled as he flung them against the electric fence that surrounded his stage.

"Time for the main event! HAHAHA!" Joker laughed.

Batgirl turned her head to look at the Joker. Her eyes opened wide as she looked at his enormous, white erection. It was bigger than Bane's. It was bigger than Croc's. It was bigger than any of the Titans she had encountered. This was going to hurt.

"Before we get started," Joker said, "I don't need to say anything like 'do as I say or there will be consequences?'"

Batgirl sighed and kneeled, "I suppose not."

The Joker trudged over to where Batgirl shakily kneeled and presented his cock to her. Barbara Gordon winced at the sight of the giant white dick then took it in both hands and began to stroke as she stretched her mouth to get it around the bulging head. Her tongue writhed around the cap and she moved her hands up and down the shaft. She pinched her eyes tight and pushed her mouth a little deeper down the cock, her jaw was already sore from trying to fit more of it into her maw.

Joker reached down with his enormous hands and rubbed Batgirl's soft buttocks, suddenly he hoisted her into the air. Keeping her mouth over his cock, the hulking clown turned her upside down and began to insert his crimson tongue into her slit. As good as it felt, having the long thick tongue inside her cunt, she was still in pain from trying to fit the dick into her mouth.

Trying to support herself, she wrapped her legs around Joker's thick neck. She pumped her hands up and down the thick, pale shaft. She salivated around the head, the liquid spilling past her lips and up her cheeks over her mask.

Batgirl tried her best to go further down the cock but she wasn't able to fit it far enough that it went down her throat.

Joker suddenly dropped Batgirl, she dropped hard on the wood floor. She groaned as she felt the pain on her back. The giant scooped up the girl and pressed her back against his chest. Holding her legs up by the knees, the villain set her down on his thick cock, nearly splitting her in half.

Batgirl gritted her teeth, her face was contorted with pain as the meat entered her cunt. She reached up, gripping his neck with her nails digging into his tough skin. The Titan formula had caused some of his veins to burst resulting in bruises covering large portions of his skin.

Joker giggled like a schoolgirl while his cock pushed further into her, spreading her pussy lips wide and quickening his strokes as he fucked her hard. The way he was holding her, his palms were on her hips with his fingers reaching all the way up to her perky breasts, with his elbows supporting her legs by the knees.

"Ah fuck…" Batgirl groaned, pain rippling through her body as Joker's crotch smacked swiftly against her ass. With a minimal effort, the Joker pushed her away, breaking her grip on his neck and bending her over. The Joker kneeled down, Batgirl was leaned forward her elbows and hands on the floor while the Joker fucked her in a wheelbarrow position. As she was thrust forward with each stroke, Batgirl let out a defeated moan and grimaced with hurt.

The Joker kept one hand on her ass and the other held her head against the wooden ground. The Joker continued to giggle with every thrust into her pussy. The giant clown leaned forward and slid his tongue up her back and neck until it flicked her ear, shivers ripped down her body. Despite how painful it was to be fucked by the enormous white cock, the Joker had just hit one of her weak spots and brought out a weak whimper from her crimson lips.

With each rigid buck of his hips, Batgirl felt her tits rub against the platform. Her body began to quake, she hated herself but she knew she was about to cum at the hands of her sworn enemy. Batgirl bit her lip, muffling her moans until finally she couldn't hold it back any more and felt her body give in. She squealed as her juices flowed out of her cunt, wetting the Joker's cock. Tears ran from her cheeks as she shook and felt her legs go numb.

"That's your load," Joker said, his cock slipping slowly out of Batgirl's gaping slit. Then turned her over as he started to beat off in front of her. Batgirl was mesmerized by the sight of the Joker's large hand clenched around his enormous cock as it slid up and down the shaft. Joker dipped the head of his cock into Batgirl's mouth as his cock began to throb and eventually the hot load spewed out, filling her mouth until it dripped out all around her lips. Batgirl took four gulps to get it all down and then wondered what would happen next.

Batgirl watched as the Joker loomed over her. He quietly giggled, and thought for himself what he was going to do. Suddenly, a set of batarangs appeared out of nowhere and lodged in Joker's chest. Barely able to even get her eyes open, Batgirl watched the battle unfold as Batman showed up for the final battle. It was a long, brutal fight with Bruce obviously coming out on top. He had still been weak from surviving the explosion earlier that night. He laced his fist with explosive gel and punched Joker in the face.

Once Joker was down, he helped Barbara to her feet. Soon officers and paramedics were all over the scene, rounding up the escaped villains and thugs.

"Where are your clothes?" Batman asked, looking down at her cum-dripping frame.

The white liquid was spread all over her face and also on her tits, Batgirl sighed and said, "this has been a rough night."

Commissioner Gordon walked over and looked at the white-painted heroine, with a smile he said, "I like your new costume."

As happy as Barbara was to see her father still alive, she wanted to vomit all the cum that was residing in her stomach every time her father said something dirty to her. She thought about taking off her mask just to make him feel like shit, but suddenly Batgirl heard the Commissioner's radio squawk.

"Attention all units," it said, "hostage situation at the Gotham courthouse. Two-Face has multiple civilians at gunpoint."

"Go get some rest, Barbara," Batman said, "I'll handle this."

Batgirl groaned, "nah, I got this."

"Don't you need a new set of clothes?" Batman asked.

"I'll be fine," Batgirl said and took the Batplane to go deal with Two-Face. It might even feel good to not have a Titan-dosed cock in pussy.

THE END…

COMING SOON ARKHAM CITY!

A pair of pair eyes were on the thugs as they clambered about in the small room, they seemed to be arguing about something. If Selina Kyle knew anything, it was that a bunch of thugs were arguing about something, it was either about their boss, their egos or Batman. She saw the painting on the wall of the room and knew that the safe would have to be inside of it. She could wait until the goons got bored and wandered off, but that seemed unlikely with a freakshow like Harvey Dent running things. So Catwoman took a deep breath and a running start and jumped from the top of one building through the window of another building.

"IT'S BATMAN!" yelled one of Two-Face's thugs, sounding like he was on the verge of wetting himself.

"What the hell?" said another one, who had a stronger hold of his machismo. He seemed perplexed though, watching as Selina strolled forward. Her suit clung to her seductive frame like paint. The zipper in the front of her suit pulled down to reveal some cleavage that always tended to be useful when she needed to distract some men. Her whip was on her hip and her fingertips were fitted with claws. Her eyelashes were dark and her lips were bright red. She was dressed to kill some might say.

"Sorry to disappoint you boys," Catwoman replied, "it's just little ol' me."

"Get out of here, Catwoman," said the tougher looking of the five men, "Two-Face gave us orders to beat the tar out of anyone who got close to his safe."

"That's why I'm here, boys," Selina responded, and started to unzip her costume the rest of the way, "your boss wanted me to give you guys a bit of a reward for all your hard work. At least… I hope its hard."

It was a bit of a gamble, Two-Face very well could have told his men that she was the one they were guarding against, but if that were the case, Plan B was just to kick their asses. It was a standstill, Selina's heart was pounding in her ears until she saw the first thug's fist untighten, followed by the rest.

As he went for his own zipper, one thug said, "it's about time that the boss gave us what we got coming. Why don't you get yourself a little more comfortable."

Catwoman's costume dropped to floor, she kicked off her boots then then kneeled on the ground. She placed her palms on the floor and arched her back, invoking the symbolism of a cat like she tended to do. She returned to a vertical position then placed a finger to her bottom lip, pinching her fingernail between her teeth.

Five cocks, she didn't know where to begin. She waited for the first one to come within arms-length then wrapped her hand around the thick rod and began to stroke. The next one she opened her mouth and allowed it to enter. Selina wrapped her lips around the cock and started to bob her head swiftly back and forth. She hummed as a sign of her pleasure, it was no coincidence that it soundly strangely like a purr.

She yanked her mouth off and turned her attention to the next hard cock in her vicinity. Her lips wrapped around the man's balls as her hand gripped the dick and began to stroke. Her arms were strong, her grip was firm but not rough.

Catwoman kneeled in the middle of a circle of thugs, stroking a cock with each hand, her head turned to the side to suck on the cock by her right shoulder. She purred some more as she sucked, Selina used her whole body to bounce up and down, driving the cock deep inside her throat. She coughed but continued on with the cock over her left shoulder.

Selina let out a surprised hum as one of the men bent down and started rubbing between her legs, he was not very masterful in the skill, but Selina appreciated the effort.

The men were kind enough to help her feet, Selina lifted one leg up and set it on the shoulder, the man stepped forward and pushed his cock into her wet pussy. Catwoman bent over and popped another dick into her mouth, two gentlemen held her up at the shoulders to balance her so she rewarded them by stroking their cocks.

The man fucking her had a nice long cock and knew how to use it, before long Selina was purring again and bucking backwards to drive the cock deep into her pussy, while still taking a cock deep into her throat. The men seemed to know the value of sharing as they each took equal turns fucking Catwoman's tight pussy in a doggy-style position, while she sucked on the cock of another man.

The man at her front had a tight grip on the back of her head, fucking her mouth with both strength and speed, while the man at her rear had both hands on her hips and rammed her pussy like a bull. Selina gagged on the cock and had to pull off to catch her breath, she used the time to push the dick between her breasts and grind up and down. The new position, caused Catwoman to arch her back, the man fucking her reached up and wrapped his hands around her throat, choking her while he pounded her pussy. The thug in front of her seemed okay with simply titty-fucking her, but was visibly pleased when Catwoman returned to sucking his cock.

Soon the thief found herself lying on top of a muscular thug with her legs in the air, she bit her lip as the cock pushed against her anus and eventually penetrated her. Selina leaned her head back and moaned, enjoying every inch of the cock inside her. With her head upside down, someone quickly took advantage and thrust their cock into her throat, their hands on her jaw and the back of her head. She felt the a pair of hands on her thighs, followed by the head of a cock inside of her pussy. Now Catwoman had a cock in each hole, but that still left two available cocks. She couldn't quite see in her current position, so she started reaching out blindly for them. She felt gentle hands on her wrists as she was guided towards their members. Her palms came in contact with the rods and she immediately started stroking at the best of her ability.

She couldn't see who, but hands groped at her tits, pinching and twisting her nipples. Strange hands smacked her ass. A cock would leave her mouth and a moment later she had a new one to suck on, the thugs would trade positions with barely any lag time. Catwoman was fucked in every hole by each man and loved every second of it, but that really wasn't the point of her plan… was it?

She was rolled onto her stomach, still keeping a cock in each hole, but she lost track of one of the cocks she was supposed to be stroking. While Selina swapped between the two cocks at her front end, she felt the missing cock poking in her already occupied pussy at the other end.

Catwoman screamed as she was triple-penetrated, she sought to up the ante and crammed both cocks into her mouth at the same time. She plunged them in as far as she could manage and massaged them with her tongue. She had all five cocks inside of her and was thrilled by the feat.

Eventually, the position grew impractical and she returned to a cock in each hole and one in each hand, but things seemed to be wrapping up quite soon. She kneeled in the center of the men and closed her eyes, her skin glistened with sweat and she was ready for a shower of cum.

The men each fired their load onto her waiting face and tongue, she waited until the last man had blown his load to swallow. It was hard to choke it all down in one gulp, but Selina was able to do it. Then just like a cat, she started to clean the white gunk off of her face with the back of her hand and lick it off.

Catwoman thanked the men for their time then went to collect her clothes, the men were distracted by trying to get redressed before anyone saw them, so the timing was perfect. Selina found the small gas mask in the hidden pocket of her suit and pressed it over her nose and mouth. She grabbed her gas bomb and threw it in the middle of the group, the thugs coughed then one by one fell to the ground and enjoyed their cat-nap.

Once Selina was redressed, she had no problem cracking the safe and getting what she came for, the memory card loaded with blueprints for her next job. She was just congratulating herself on a job well done when the barrel of a pistol poked her in the side of the head.

"Get your filthy paws off that. Now." Harvey growled. Catwoman put it down, but as usual, just when she thought she was in the clear, she got hit. Two-Face struck her in the back of the head with the butt of his pistol.

She woke up a good deal later, with her hands tied behind her back with her own whip. There weren't many knots she couldn't undo, but this was one that would take too long and Two-Face would no doubt see her trying. She had bigger concerns at the moment anyway. Standing in front of her, Harvey's pants were on the ground and his cock looked hard.

Selina licked her lips and said, "all you had to do was ask, Harvey. Ask anyone, I voted for you every time you ran for DA."

"I would have asked," Harvey said, "but you lost the coin flip."

And with that, Two-Face thrust his cock down her throat. Selina's eyes sprang open and bulged out, her mascara already smoky around her eyes now began to run down her cheeks carried by her tears. She felt the tickle of the head in her throat and gagged, Two-Face held her face firmly against his crotch, the full-length of his long dick down her throat. She coughed and felt saliva sputter past her lips. Her eyes were red as she ran short of air.

Uselessly she fought against her bonds, to try and free herself but there wasn't any point to it. It wasn't Two-Face's MO to try and kill someone by choking them to death with his dick, so she just had to ride it out. Catwoman's lips curled back, she tried to hold onto the stale air in her lungs a little bit longer but she was running short.

Then finally, she felt the loosening of Harvey's hands and Selina shot back, gasping like it was her first breath in years. She panted heavy for a few seconds then she felt the scarred fingers on her chin, tilting her head up to look at him.

"Was that a little too much, Kitty Cat?" Harvey asked, condescending to her, "you've got a lot of work ahead of you. Tell you what, you let me cum in your mouth and we might call it even."

"So what, am I half way there yet?" Catwoman asked, finally at the point where she could manage to speak.

Two-Face obviously didn't appreciate the joke and sought to silence her by ramming his cock back in her mouth. He held her face stationary as he thrust his hips back and forth, fucking her mouth. Catwoman felt the dick rubbing on her tongue as it wedged between her lips and down her airway. His fingers gripped her head tight, making sure she couldn't move at all as he pounded her mouth.

Selina had to blink away some tears, but Harvey just laughed as she looked up at him with her big eyes. He let go of her head and ordered her to keep going. With her hands behind her back, Selina could only bob her head back and forth. Her lips were pulled back in a sort of sneer while she choked and gagged on the cock. Then Harvey started to unexpectedly thrust his cock once again, the impact at the back of her head knocking her back a little bit. Catwoman let out a little groan, but didn't give the sick sonofabitch the satisfaction of seeing her in pain.

The thief stuck to the head for a little while, using her tongue to do most of the pleasuring, her lips rubbing along the ridge of his helmet while her big green eyes continued to blink ineffectually. She decided to change the game up and switched to sucking on Dent's balls. She felt his thick cock rubbing on her face while she sucked, smearing her own saliva all over face after she had just finished cleaning the cum of his thugs off of it. She licked the sack and sucked on the orbs as best as she could, until Dent gave her a couple of whacks with his cock and grabbed her by one of the cat-ears on her helmet to pull her back to a position he could fuck her mouth at.

He fucked her mouth hard and fast, as abusive as was unnecessary. Enough that Selina started to worry she was going to choke to death again. It would make for an amusing obituary, but she didn't want the joke to be at her expense. She opened her mouth as wide as she could, her lips no longer coming into contact with the dick as it repeatedly thudded against the back of her throat.

"You're almost there," Harvey growled, perspiring on the unscarred side of his face, "just a little more and your plea bargain might go through."

Catwoman groaned at the bad court analogy, but was more concerned with the impending load of cum she had arriving. Dent pulled out of her mouth and began beating off in front of her face. Selina looked up at him, her tongue extended and her mouth open wide.

"Here kitty, kitty, kitty, you want your saucer of milk?" Dent asked.

Before Selina could think of a comeback or a putdown, the cum shot out onto her top lip, running down her face while more spurts landed on her tongue like a runway. Without the use of her hands, Catwoman could only clean her cheeks off with what she could reach with her tongue, she swallowed what she could then waited for the final sentencing.

"So am I free to walk?" Catwoman said, "I'd hate for this to show up on my record."

Two Face smiled then flipped his coin, he examined it and said, "nope, you're still going away for a long time…"

TO SEE WHAT HAPPENS NEXT VIEW MY CHAPTER TWO OF "BATGIRL: ARKHAM CITY"

THEN JOIN US NEXT TIME FOR MORE OF CATWOMAN'S SLUTTY ADVENTURES IN ARKHAM CITY

Nothing could ever be easy, Catwoman thought to herself. With a little help from Batgirl, she had gotten away from Two-Face, now it was back to business as usual. All she needed to do now was get some help from her 'friend' Poison Ivy and then she would be inside Hugo Strange's vault. Unfortunately, the green bitch held a grudge over some flowers that didn't get watered when Ivy was in Arkham Asylum. It wasn't Catwoman's fault… she was in Bermuda at the time.

So a simple walk into the not-so-secret lair of the botanical villain led to a three story fight between Ivy's drugged-up loverboys. Catwoman barely broke a sweat taking them down. With a bit of annoyance in her voice she said, "look Red, I just need your help!"

"Never!" Ivy growled back, somehow she didn't see it coming when she got snared by one of Ivy's vines for the second time that night.

"Ugh, not again," Catwoman groaned,

"You've got some nerve, Selina!" Ivy hissed.

Catwoman got a nervous look on her face as one ominously cock-shaped vine headed for her mouth. Selina grimaced as she waited for the vine to enter her mouth, but instead it wrapped around her neck and began to apply a tight choke to her. It figured… Poison Ivy was into bondage.

The vines around her legs shifted, no longer holding her ankles together but no spreading them apart. While also stripping her of her costume without ever letting her get more than one limb free at a time. The buds at the tip of a vines looked just like the head of a cock and one started to rub against her pussy, like it was teasing her. Selina let out a yelp and inhaled sharply as she felt herself getting wet. It was hard to breath with the vine around her neck, and even harder to look up at her crotch as the tip of the vine rubbed against her slit. Just as she was thinking that she wished it would just enter her and get it over with, that's when Catwoman was forced to eat those words and felt it push hard inside of her.

Her face turned red, partly from the choking she was experiencing and partly from the rush of pleasure flowing through her body. She'd heard something about Ivy's chemicals unleashing some sort of sexual rush, but she thought it was bullshit. It would explain a lot about Batgirl's behaviour though.

Her pussy juices wet the vine as it started to move in and out of her. Catwoman gasped and held her breath, then repeated, trying not to scream or moan or do anything that would make Ivy get off. Not that the strategy was particularly effective, Ivy was so in tune with her plants it was like she could feel the plants fucking Catwoman as much as if she herself were being fucked. Her slender green fingers rubbing at her pussy with her tiny green thong stretched between her spread knees. She watched the ordeal like a jaguar admiring its prey.

The vine around Catwoman's neck snaked further around her, constricting a bit further and choking her more. She watched as the tip ran over her shoulder and down between her breasts. The tip rubbed against her left tit, flicking it while also massaging it.

The vine inside her pussy thrust deeper, Catwoman closed her eyes and let out a scream.

"Just making sure you're still awake," Ivy gloated, her fingers still rubbing at her pussy.

The vine pulled out a bit, returning to a normal thrust, a more reasonable penetration, but Selina was still sore. All bets were off and Selina was squeal like a pig, her lips sputtering saliva as she hollered.

Selina found her inner strength once more and gritted her teeth, her eyes pinched close as the fucking continued, she barely flinched when a second vine entered her asshole, or another crammed into her pussy.

Defiant as she could be, Selina was able to choke out, "wow, you really do a good job with these, Red. How much time a day do you spend fucking yourself?"

The vine around her throat tightened more and Selina let out a gack sound as her voice was taken away from her.

Ivy had her eyes closed, one of her hands inside her orange 'Arkham City' shirt as she groped her tit and fingered her cunt, "that's enough out of you, Pussy-Cat."

Selina felt the thrusts growing faster and harder until finally the vines pulled out of her mouth and were all pointed right at her face like guns. One by one they shot at her face, spurting mostly into her mouth, it tasted like cum, but not quite. The rest of her face was decorated in the liquid as well. Once it was done, the vine let go of her throat and Selina took in a deep breath.

Now able to talk, Catwoman swallowed down whatever sap had been shot into her mouth and said, "Are we done yet, Ivy? I told you, that thing with the flowers wasn't my fault. You know it, I know it."

Ivy gritted her teeth, "you should have watered them. You said you would water them. Now there's only one left and Strange has it, sealed in his vault."

With disgust, Ivy turned away from her, but now Catwoman had an idea, "Well in that case, I think we can strike a deal. I need a way into his vault and I think you're just the girl to help. If you get me in there, I'll get your plant. Deal?"

Ivy turned back and faced her, their eyes only a few inches apart. Poison Ivy coldly said, "I should kill you…" then turned away and declared, "FINE!"

The vines abruptly dropped Selina naked onto the floor, as she rose she said, "no kiss? I'm kind of disappointed."

"OUT! NOW!"

Feeling cheap and used, Catwoman left and headed for the vault.

TO BE CONTINUED…

Selina Kyle made a deliberate point of smashing Ivy's precious plant and grinding it into the dirt with her boot heel. With that errand taken care of, it was down to business. She found her briefcase and made sure everything was still inside.

"It appears we have caught our intruder. Teach her a lesson," Hugo Strange said over the speaker system, Catwoman's heart froze and she turned around to see six Tyger guards eyeing her up like a piece of meat. While Hugo Strange continued to yap on about how he would kill Batman and her, Selina saw the smug looking guards.

These weren't like Dent's men, they were well-armed and well-trained, she needed to be smarter than them. So Selina did what she did best, she slowly stripped out of her costume, monitoring the lusting looks on each man's face.

Once she could feel the air-conditioning on her naked skin she looked at the men and struck a pose, on her hands and knees like a cat, "what are you waiting for? Teach me a lesson."

The guards smiled from behind their balaclavas. Hesitantly, they each set down their weapons and removed their utility belts. A heavily armoured guard dropped off his red padding onto the ground, while a guard holding a riot shield set it down and one by one the five men circled the lone burglar and watched as she smiled like she was a kid told she could have anything in the toy store.

She grasped the cock in front of her and gave it a lick, looking up at the guard as her tongue wet the length of the cock before she wrapped her mouth around the head and began to slowly bob her head. She spotted another readily available cock, then licked her palm so she could began to stroke. Her cheeks sucked in as she moved her lips up and down the length of the dick, the guards hand gently placed on the back of her head to guide her.

Another cock was placed in front of her, so she moved her hand off of the dick she was sucking and set to work stroking that one. She pushed her mouth down a little deeper, her eyes cringing as it tickled the back of her throat and causing her to produce a light cough. She switched her mouth to another cock and began dividing her attention between each dick. Her hands furiously pumped up and down while she passionately sucked and throated each dick.

The guards got in the mood of 'teaching her a lesson' and started pushing her head down their rods, further and faster. Catwoman gagged but didn't stop sucking, a drop of saliva running down her chin, while Strange's goons grabbed her tits and bounced her head up and down like a basketball.

One of the guards pushed her back onto the ground and spread her legs, he kneeled down and held her by the knees as the tip of his thick cock entered her wet pussy. The other guards were kind enough to kneel down next to the lying cat and allow her to continue sucking and jerking. Catwoman wrapped her legs around the waist of the man fucking her, her heels locking behind his back as his hips started to pump back and forth, just like Selina's hands on each shaft.

She turned to face the next cock, her mouth open the soldier gave his cock a couple thwacks against her outstretched tongue before he inserted it into her mouth and started to roughly fuck her mouth. Catwoman opened her mouth wider and allowed the dick easy access, her head rocking back and forth as it struck the back of her mouth. Her eyes were closed tight, focusing more on the pleasure of having a big dick starting to pump faster and faster inside of her pussy.

The thief was left vacant for a moment as the two cocks left her holes and two new ones took their place, just as pleasurable as the last. In that time, she realized that her plan had sort of come to an end. She had all five guards committed and distracted, but had no idea what to do once they blew their loads.

Her head was tilted back, resting on the floor as a man drove his cock down her throat and pounded the back of her skull into the cement, luckily she was still wearing her cat-eared cap to cushion the blow. The face-fucker's hands groped her tits while his dick submerged completely in her mouth.

Catwoman excused herself for a second then rolled over onto her hands and knees, spit-roasted on a pair of cocks, while the men patiently waited for their turn with the seductive thief. She let out a surprised squeal as the man behind her switched holes and savagely rammed his cock into her ass. With a dick in her mouth, she could only let out a series of inaudible groans and growls, but she soon got over the intrusion and started to fuck back and enjoy the penetration. He fucked her hard and fast, holding onto her hips with strong, rough hands as his muscular thighs rammed against her voluptuous ass. Selina's toes curled as she experienced the pleasure.

Pulling an erotic wrestling move, the man inside her ass rolled over, taking her with him. She was now lying on top of him with her legs in the air as he fucked her ass and another man took advantage of her vulnerable pussy. In no time, Selina had a cock in each hole and was back to having one in each hand. Her smile was parted by a dick when the men started to play with her tits again, slapping them and pinching her nipples until they heard the little yelp she mumbled between coughs and gags. She screamed in ecstasy any time the cock left her mouth, the only way to silence her was to give her something to suck on. Selina started to entertain the idea of locking herself inside the vault with these men.

Her face was red, partially from the screaming but mostly from the choking on meat she endured. Her muscles tensing up as her loins burned and she sensed her climax approaching. She knew the guards wouldn't be far behind her.

Selina slipped the dick out of her mouth and close her eyes, her teeth bared as she approached sooner and sooner. Finally she felt the dam burst and her body was flooded with perverse pleasure.

With her needs met, the men essentially formed a line as they jerked off in front of her face. Catwoman opened her mouth and waited for her treat, thankful that no one was making a lame 'saucer' joke like Two-Face did. One by one the guards shot their heavy loads into her mouth, filling her hole to the point that it overflowed past her lips and down her chin onto her big, juicy tits. She nearly laughed at the over-the-top grunts as the men exploded, but was grateful for every drop they had to offer.

Selina Kyle swallowed each drop then showed the men her tongue as proof. Her heart sank as she realized it was do or die time and she had no other plan than start swinging and hope for the best. As usual her attacks were poetry in motion, this time made even more beautiful by the fact that her tits were bouncing and her pussy was showing.

At the end, she was left standing over all five of the beaten (and tragically naked) guards, Selina dusted herself off and said to herself, "maybe next time I'll just start with that." The thief went and picked up her suitcase and clothes then decided, "but that wouldn't be me, would it?"

TO BE CONTINUED…

Catwoman just wanted to leave Arkham City, some dickhead had blown up her apartment. After a little scratch, one of the goons told her it was Harvey Dent who stole her belongings. So Catwoman decided to talk a little walk through the museum and meet up with ol' Two-Face and see about that.

Two-Face's goons were similarly disappointing, giving no real challenge as she cut through them one by one.

When she finally caught up with Two-Face, he just flat out told her that he gave away half of her stuff. Selina cocked him in the jaw and told him all that 'Two's' stuff only ever gets him in trouble. Harvey wasn't completely out, but he was a little dazed.

Catwoman stood up and went to the guardrail nearby and dropped Harvey's pistols over the side. She sighed and wondered what happened next. It was definitely going to be too much trouble to try and track down the other half of the goods, so she decided just to drop it. Unless…

"So Harvey, you gave away half my stuff," the thief stated, then took the villain's two-sided coin off of him, he tried to grab for it, but Selina was already out of his reach. Catwoman flipped the coin then said, "let's allow the coin to decide." Selina looked and stated, "looks like I know how you're going to make it up to me."

Harvey smiled… or whatever he called a smile, then grunted as he climbed to his feet, watching while the woman removed her costume. It dropped to the ground and she stepped out of it, her naked foot landing on the cold stone floor. She grabbed onto the handrail with both hands and spread her legs. The villain stood behind her and fumbled with his belt buckle.

"I don't think so Harvey," Catwoman said getting ready to kick him in the beanbag should he not listen, "this isn't about you, so lick."

Harvey obviously saw the no-lose scenario in the equation and dropped down to his knees behind her. Selina felt one acid-scarred hand on one buttock and a non-scarred hand on the other, he spread them as he leaned his face in and began to tongue at the thief's pussy. Catwoman closed her eyes and pressed her cheek into the cold steel rail in front of her.

Two-Face's tongue slipped into her slit, massaging the pink flesh of her pussy. The thief gripped the railing harder and felt a moan drift past her lips. The villain behind her pulled his tongue away and rubbed at her mound with his unscarred hand, sending tingles of pleasure through Selina's body.

Harvey's thumb worked into her pussy and then he leaned back in and began to tongue the cat-burglar's anus. She would have that was outside of his personality, but wasn't going to say anything, since it felt too good. He spat on her puckered hole and rubbed it in with his scarred hand then went right back to tongue-fucking her asshole. The duality-centric villain was surprisingly enthusiastic in his licking, Selina had to hand it to him that he was doing a good job in making up for the money he'd given away.

His thumb furiously moved in and out of her pussy, making her wet and making her moaning even louder.

"Oh sweet baby, I just changed my mind," Selina moaned, "I want you to fuck me."

"Anything to pay my debt."

"Yeah, I'm sure."

Two-Face wasted no time in stripping off his clothes, then he was right back behind her. He aimed his cock towards her incredibly ready pussy and thrust forward. Selina let out a long purr as the cock started to thrust in and out of her pussy. The thick shaft wedging between her pussy lips and striking deep inside of her.

Harvey Dent was a strong guy, you could tell even when he spent most of his time wearing a suit. Catwoman could feel every ounce of his strength being used to fuck her, made even harder by how she was ramming her ass back towards him. She reached under herself, the tips of her middle and index finger rubbing at her clit, causing her to grow even wetter and hotter.

"Come here," Two-Face growled as he pulled her away from the railing and lied her down on the ground, on her back, "who knew a cat didn't always land on her feet?"

He grabbed her by the ankles and forced her to bend in half, her pussy left vulnerable for when Harvey's cock re-entered her cunt. Selina felt her knees bouncing against her cheeks as Two-Face drove his cock swiftly into her hole. The tips of her nipples brushed against the soft skin of her thighs, lightly but still enough to derive pleasure from it.

Catwoman looked up at the man, suddenly remembering how ugly he truly was. She tried not to flinch or show how disgusted she was, so she closed her eyes and turned her head away. Instead she pretended it was Batman's cock that was currently ramming into her wet opening.

She maintained the lie, even as Two-Face lowered his face down and started kissing her neck. It felt good as long as she forgot who he was. Her mouth opened wide as she screamed in pleasure. He pulled her legs up and spread them wide, as if Catwoman were doing the splits. Harvey looked down at the thief's magnificent tits as they bounced with every thrust of his hard rod.

Catwoman rubbed her pussy, Harvey's cock swiftly thrusting in and out of her. She was starting to feel her climax approaching, Harvey growled as he continued to ram into her. Selina purred as the waves of pleasure flowed through her body and she orgasmed blissfully.

Seeing his job done, Harvey pulled out of her face and kneeled next to her face, stroking his cock.

"I don't have a saucer, but I hope you'll enjoy your milk anyway," Harvey commented.

"You already made a saucer joke last ti_" Selina said, but in mid-sentence a glob of cum shot from the tip of Harvey's cock and sprayed across her face. Catwoman closed her eyes and opened her mouth, ready for the next few shots of cum, which each deposited into her open hole before she swallowed. "That didn't take too long, maybe we're not quite even…."

Harvey sneered, well he always seemed to be sneering, but this time it was a bigger sneer. "You know what, I think maybe Penguin has something you might be interested in lying around."

"Where?" Selina asked, using the back of her wrist to clean the cum off of her cheeks.

"In the basement of the Iceberg Lounge."

TO BE CONCLUDED…

There was a nice hole in the middle of the Iceberg Lounge so that made it easy for her to get into the basement at least. However once inside, she didn't even know where to look. It was dark as hell inside and quiet, her infrared goggles allowed her to see what was in front of her, but as for the hearing the silence was deafening.

She was treated to nothing more than the sounds of her own footfalls as she walked through the darkness. It must have been some sort of generator room to provide power to the club, maybe even some sort of anti-bat tech was involved as well.

Selina didn't see much worth stealing, if she was a little skeevier she could try and sell some of the electronics, but she wasn't entirely sure what was valuable and what wasn't. So she looked for a door, maybe Penguin had a vault down there.

Suddenly she heard a footstep behind her, she looked around but the goggles only gave her six feet of visibility. Looming somewhere in the darkness, she knew she wasn't alone.

"I heard you, I know you're there. Who are you?" Catwoman asked, her mind thinking maybe one of Talia Al Ghul's guards was tailing her or Two-Face's goons. "Answer me! Who's there?!"

Slowly, the gravelly voice said from the darkness, "Solomon Grundy, born on a Monday."

"Oh shit," Catwoman hissed then ran for the wall, hoping she could find a route out of the dark pit, but Solomon Grundy closed the distance between them swiftly and grabbed her with one hand from behind. Selina's feet left the ground as Grundy's enormous fingers peeled her clothes off like a child playing with a doll.

Normally, Grundy could be found in a set of old ragged clothes, but now he was wearing only the shredded vest with no pants. In the red vision of her goggles, Selina saw his enormous cock standing full erect. It was inhumanely large, not enough that it would do permanent damage, but it was bigger than she was used to.

Grundy placed a hand on the back of her head and despite her struggling he pushed her head down towards the tip of his cock. Selina cringed then opened her mouth and accepted the cock in. She opened her jaws as wide as she could manage, the dick barely fitting between her thick, red lips. Catwoman closed her eyes and tried not to choke to death as Grundy started to fuck her mouth. His heavy breathing filled her ears, making her wonder how he had snuck up on her at all.

Solomon's enormous fingers gripped her head, holding it completely still as his hips thrust back and forth with quick succession. Then after a long period of the face-fucking, Grundy pushed his cock deeper into her mouth, lodging it deep into her throat. The shaft slid further and further, Selina was actually shocked by how much fit into her before she gagged. To his credit, Grundy immediately withdrew his cock from her throat.

Continuing to manhandle her like she had no strength at all, Grundy pulled her up to her feet and slammed her back against one of the machines. Catwoman grunted then looked up at the pale face of the giant zombie, coloured red by her goggles. He spread her legs like a wishbone, it was uncomfortable but Selina was just happy that her legs didn't break or come out of their sockets.

"Don't feel like you need to be so rough by any means," Catwoman quipped, "I'd actually prefer if we just put on some music and lit some candles."

"Cat-girl stays quiet, Grundy fucks her the way he likes," he answered.

"It's uh… It's CatWOMAN," Selina responded, but once the dick entered her pussy she found herself unable to speak. She descended into a fit of squealing and screaming. Grundy fucked her hard and fast, grinding Selina's back against the stainless steel machine. The cock thrust inside her, her pussy lips hugging the shaft as it drove deep inside of her. Grundy released her ankles and grabbed her by the waist, Selina reached one foot up and rested it on the zombie's shoulder, while her other leg dangled below her.

Catwoman pursed her lips, exhaling slowly she leaned her head back and tried to enjoy the big cock inside of her. It truly was too big for her, it was more pain than anything resembling pleasure. By all means Batman had a big cock and Poison Ivy's plants had reached deep inside of her, but this was beyond that. She gritted her teeth and allowed it to continue.

Selina's tits wiggled and bounced, dancing hypnotically in front of the behemoth fucking her. He pulled out of her and turned her over, fucking her as she pressed her hands against the machine as the zombie fucked her and drove her forward.

Solomon's massive hands grabbed hips and held her body still as he pounded her harder and harder, her ass rippling from impact. Selina was wet and getting a bit of pleasure out of the ordeal, but the negatives outweighed the pros in this situation. To help even out the scales she started to rub at her clit, if she masturbated enough maybe she could get through this in one piece. The concept tickled her.

Grundy rammed her fast, growling and grunting like a rabid beast.

"Oh no," Catwoman groaned, feeling Grundy's cock swelling inside of her, he was about to blow and she really didn't want that, "please don't shoot inside of me, please don't."

"Grundy won't," Grundy responded.

"Really?" Catwoman said, "That's pretty decent of you. You're a nice guy, Grundy."

Catwoman regretted the words as Grundy blew his load all over her goggles like a firehose, drenching her in zombie cum. She spat out the glob that had landed in her mouth. With her index finger, she wiped the lenses of her goggles and saw Grundy's attention had passed on from her.

Selina looked around and saw how she could use the machine to reach the surface, even if it meant abandoning her clothes. The feline-obsessed woman started to climb and was nearly out of the basement when Grundy snatched her back and brought her back down to the ground.

"You stay and make Grundy happy," Grundy explained in his gravelly voice.

Catwoman realized that she might have to keep the old boy company for quite a while.

THE END…

Photo Webshoot

-By Drace Domino

Peter swallowed, a shiver of nervous tension running through his body. The Spider Sense was going haywire, but he hardly needed it in that moment to let him know that he was in danger. Granted, danger was a...relative term at the time, but there was no doubting that the current situation definitely fell into the "high risk, high reward" category.

He was in an awkward position; with his feet and hands both held backward, used to keep him suspended to the ceiling of Janet's studio. He had bounced up there the second he heard the door opening from the outside, when his Spider Sense had flared to let him know that there were people about to enter the room. A quick hop later and he was thankfully out of sight; but if a single one of Janet's photographers or models dared to look up at the ceiling, they'd find the friendly neighborhood Spider-Man in a position that'd make J.J. froth at the mouth at the headline potential.

He could see it now. Wall-crawling menace hanging from the ceiling, indecently exposing himself to the models of New York City! Streaking Spidey supposes he can strip before socialites! Peter hung his head, and gave a small, pathetic whimper at what seemed like an impossible situation. He was still dressed in his costume, or at least...mostly dressed in it; which only made things all the more awkward. His mask, shirt, and gloves remained intact, but his pants...well, the official Spider-pants were bunched around his ankles, complete with the official Spider-briefs. It left his member hanging out, and in his current position and eagerness, the thing was pointing directly down to a group of Janet's co-workers that were clearing the set of a photoshoot below. And thanks to the 'loving' attentions of Ms. Marvel, it wasn't about to shrink to reasonable tucking size anytime soon.

Peter took a slow, deep breath, trying to control his heartbeat as he watched the scene unfold below. Not more than a half hour ago, he and Carol had been at that very same set for a photoshoot, as a favor for Janet to promote her new fashion line. Putting aside the moral implications of Avengers endorsing a product, when a woman that once shrunk down and flew inside MODOK's ear to distract him and save your life asked a favor, there wasn't a lot of room to say no. The product was innocent enough; the official Avengers Fall line of unisex scarves. Show your support of Earth's mightiest heroes when that brisk New York wind blows! Both Spidey and Ms. Marvel were slated to be in the ads, doing wintery things like tossing fake snowballs at each other or opening up presents underneath a tree. Presents, of course, that contained the official Avengers Fall line of unisex scarves! If there was one good thing to come out of Peter's current situation, it was that he had the perfect Christmas gift for J.J. lined up.

The photoshoot had gone well, with just Carol and Janet along with him to secure their various privacies. He and Carol posed in any way the woman also known as Wasp asked, no matter if the shot in question was silly, serious, or intimate. He still smiled huge when Janet demanded it, hoping that his natural charm would come through the mask to make for a few nice pictures. Ms. Marvel had done her part as well, though as the photos went on Peter had noticed a line of coincidences that hadn't entirely made sense, at least until things went down a path he hadn't expected.

During the photo they took sitting in the backseat of a fake hansom cab, Ms. Marvel had slid her hand underneath the eye level of Janet and the camera, and her strong, gloved fingers had caressed the inside of Peter's thigh through his costume. Spider-Man's eyes had lit up a bit at the contact, but it was easy enough to play it off as an accidental brush. No harm was done, outside of that particular picture making it look like Spidey really liked hansom cab rides.

The next incident was a moment later, after Ms. Marvel had moved a large snowman prop made out of styrofoam into the picture. The two were posed in their full costumes, and while Janet made some adjustments to her camera they were to start wrapping an Avengers scarf around the snowman's neck for a moment of holiday whimsy. As they worked Ms. Marvel, with a cocky smile on her confident features, lifted up into the air by a few inches. Harmless showboating from a hero lucky enough to fly, but when the foot of one of her boots grazed the back of Peter's thigh it was another moment where Spidey's eyes went wide, and the young man could feel a sudden rush of energy. When he glanced over at her the blonde powerhouse just gave a little smirk, and flipped an end of the scarf up and over his face.

Moments like that continued, with Ms. Marvel constantly teasing her old friend, and before too long Peter found it difficult to move around without his skintight suit revealing more than he really thought was appropriate at a photoshoot. There was something cruel about how tight hero outfits were when you had to work with people like Carol, She-Hulk, Spider Woman. Not a group of women that one could control their body around, and certainly not a group that you wanted catching the moment you became excited by seeing them chained up by Doombots. Awkward.

By the time the final photo was ready, Ms. Marvel had switched out the props for Janet, setting up a fake Christmas tree and pulling down a screen that simulated a quaint little fireplace. Together the two sat behind a pile of fake presents, and Janet's eye for design called for Ms. Marvel to hold up a sprig of mistletoe over Spidey's head, in order to give him a cute kiss on the cheek for the camera. Not that Peter objected; of course, being kissed by Ms. Marvel and having it plastered over every billboard in town was certainly better than J.J.'s typical propaganda, but what happened during the photo was almost too much for the wall crawler to bear. Janet ducked her cute mop of brown hair behind the camera, and held out a hand, gesturing the countdown before the picture took place. Ms. Marvel was leaning in; her long blonde hair framing her face as beautifully as ever, and her eyes showing a look of mischief and joy behind her thin black mask. Spider-Man tried to focus on the front of the camera as he felt the brush of mistletoe over his head, and then Carol's breathe striking his cheek through the mask as she idly pressed her lips to his cheek.

"Okay, hold that pose! Three...two...one!" Janet's voice called for them, and just as the camera clicked, Ms. Marvel's hidden hand crept forward, and dropped firmly against Peter's swollen member, the shape of which was revealed thanks to the tightness of his costume. The end result was an oblivious Janet that was simply delighted at the shocked and stupefied expression Spidey had managed to craft through his mask. Peter played it off as best he could, but while Janet went on and on about how great the pictures looked his eyes followed Ms. Marvel as she flew around putting props away, occasionally glancing back at him with a teasing, playful look.

And then, the awkwardness reached a fever pitch: Janet said goodbye, and left the room. She let the two know that she'd need the studio again in a half hour for more photos, but that the two heroes could let themselves out whenever they liked through the window, for sake of keeping their presence at the building mostly unknown. When the door closed and they were left alone with the props and cameras, Peter was quick to speak up, his voice carrying through the room to the cocky, shapely heroine.

"What the heck was that all about?!" His arms waved through the air, his facial expression forcing the mask to show one eye comically larger than the other. "You can't just reach down and grab my...my…"

"Web shooter?" Ms. Marvel asked as she floated down before him, her fists resting on her hips. In response Peter gave a scowl under his mask, tapping his foot as he sneered at her.

"Well yeah, that's the obvious joke." He murmured, and fidgeted. The member underneath his tights was still raging and uncomfortably packed in against the cloth. He rolled on his heels from side to side, and couldn't resist fidgeting in front of the woman. He scanned her quickly, looking Carol over through the haze of arousal that had been building in him during the entire shoot. She looked as beautiful as ever; with curves that put most models to shame, and that long blonde hair that seemed to dance every time she flew even an inch through the air. All of her packed into her hero outfit, a black one-piece complete with elbow-length gloves and knee-length boots...well, just because she wasn't currently touching him, that was no reason for his member to slacken and his discomfort to end. It didn't help that her gaze was something like a hungry animal, all those sappy sweet expressions she made for the camera long-since faded to give way to something primal and predatory. It made both Peter's pants and throat tighten simultaneously, and he arched a brow underneath his mask.

"C-Carol...Seriously…?" He swallowed, hands raising as he gestured for the woman to calm herself. It seemed to have no effect, and Ms. Marvel glided forward, her imposing presence drawing itself right up against the wall crawler. Ms. Marvel rarely wore perfume, but through his mask Peter could still catch the scent of her hair, as well as the fresh scent of a woman that spent so much time amongst the clouds. Beyond that, as she drew near she pressed her stomach and chest against his own, and let one of her long, powerful legs snake around one of his, hitching the heel of her boot alongside his calf. The warmth and her presence made Spider-Man's knees tremble, but he maintained control as best he was able, hoping to maintain. Unfortunately, his resolve was crumbling fast, and as Ms. Marvel moved one of her gloved hands up to caress his chest, he almost felt like he'd drop if she wasn't there hanging onto him.

"Spidey, for once in your life, just keep it down." The woman spoke, her voice floating through the air with a hint of teasing arousal. It was an easy command to follow; because as she continued to advance against him Spider-Man was left more speechless than he had ever been before. The beautiful blonde floated about like a taunting pixie, gliding around his body, smoothing her breasts over his arm, his back, and then slowly over his stomach. She was spinning around him with her flight, slowly gliding down and making sure to caress every inch of him as she did so. By the time her leather-clad knees hit the ground she had taken ahold of his pants, and was working them down and free of the rest of the costume, leaving them around his heels where they would remain for quite some time. The unique suit Spidey wore made it easy to detach for someone in the know; and Ms. Marvel had delighted in uncovering its secret, leaving Peter wearing the skin-tight upper half while the rest of it remained baggy on the floor, where it wouldn't be in the way. The action; of course, allowed for Spidey's member to snap out into the open air, the lengthy member coming free for Carol to view. It was larger than the heroine had expected; and the surprise brought a delighted noise of contentment from the back of the woman's throat.

Lining it up against her forearm, she let Peter's shaft glide against the leather of her glove, an action that forced the wall crawler to tighten his back, and catch a hitch of his breath.

"Didn't expect this." Carol mused as she continued to look at Peter's member, and one of her gloved hands crept forward to take ahold of it near the base of his shaft. Her fingers closed around it; or rather attempted to, the width of it just a tad too much for the woman to close her fist around. With a small groan Peter could feel his member tighten, and even with his eyes closed he knew that the head had already leaked a small press of precum from Carol's teasing attentions. Thankfully, Ms. Marvel seemed encouraged by the sight of it, and she pursed her lips to gently blow, sending a gust of warm air across the wet bead, and down the length of Peter's entire shaft.

There in Janet's studio, there was noise all around them. The sound of a busy New York City street from the nearby open window, as well as that of a crowded office just outside the nearby closed door. If anyone were to open it, they'd suddenly find Ms. Marvel fondling Spider-Man's cock, and at that point the only excuse the two heroes would have is that they're very adventurous, very talented lookalike fans.

Despite the risk, Carol seemed determined to continue, and with one hand at Peter's base she allowed the other to smooth forward, letting the tip of her forefinger trace along the length of Peter's impressive member. When it twitched in response to her touch the woman just gave a grin, and gazed up at Peter with a hungry expression playing on her full lips.

"Janet will be upset she missed this photo-op." She coaxed him, and licked her lips in poignant fashion. Before Peter could respond Carol slid her head forward, and her beautiful lips parted to take Spider-Man's impressive head into her mouth. Peter's world nearly went black as he felt it, his entire body lighting up in pleasure as Ms. Marvel closed her lips about his sensitive flesh. Her mouth was warm and inviting, wet with the pressure of a curious tongue teasing the underside of his shaft. She worked slow at first, taking only his head and an extra inch thereafter, making sure to keep him at a certain level of tense, almost frustrated arousal. The wall crawler gave a whimper more pathetic than any supervillain had ever been able to coax from him, and he let his hands drop, bracing against Carol's head, the blue and red of his gloves getting lost in the endless locks of blonde hair.

Ms. Marvel moaned around the taste of Spidey's cock as she continued; taking him in slow and steady thrusts of her head, letting the younger hero enjoy the buildup of his pleasure. She was an older woman, after all, it was only fitting that she ease Peter into these carnal pleasures. As she worked his cock one of her hands slid down the length of his leg, feeling his muscles and more teasingly, feeling how he trembled underneath her touch. With masterful presence Ms. Marvel set Peter's legs to twitch and tense with her finger, taunting sweetly on the inside of his thighs or behind his knee. All the while she continued the pleasure at his cock, suckling on the head, building up a level of spit that then rolled down the shaft, eventually coating the gloved fist she was using to stroke him at a slow and steady pace.

Peter could only stand there, paralyzed by Ms. Marvel's attentions as she worked, giving him a service that none of the other women in his life could ever have hoped to achieve. His cock was engorged to its greatest size, more than a meal for most women, but in Carol's presence it felt like just enough for her to tackle. With every lick of her tongue or stroke of her fist, that idea was reaffirmed, and Peter was left stationary as he tried desperately to merely maintain his control. Before too long, Carol's mouth started to explore further, and after taking Peter's shaft a few times with deeper thrusts of her mouth she popped off of it completely, and turned to torment the rest of his nethers. She continued to stroke him off with a spit-covered glove while her lips lowered to kiss and nip at his thighs, to tickle his shaft with her tongue, or most scandalously of all to let her mouth slave over the hanging presence of his sack. Peter could hear himself moan a noise he didn't consciously wish to make as Carol's tongue twirled around his undercarriage, coating them in spit and forcing his firm member to quiver in delight.

And then, with a speed that Peter could only clarify as superhuman, Carol's mouth left his sack and returned once more to his shaft. In an instant his cock was inside of her mouth, and he could feel her warm, wet presence from the tip of his cockhead to about halfway down his shaft. Carol gave a gurgling noise as she presented her friend with a sloppy thrust, and pulled back to give him several more, each one accented with a noise of almost-choking discomfort, as well as a pendulum swing of spit from the heroine's chin. After a few more of the thrusts that took him halfway down his length, Carol took a deep breath through her nose, and resolved herself to prove to Peter that she was unlike any woman he had ever enjoyed. Inch by inch his cock disappeared into her mouth, and the heroine lived up to her job description by taking his cock heroically down to his very hilt. Peter's body tensed as he gazed down at the blonde mass that was sitting face-down in his lap, his shaft twitching and trembling. He could feel every inch of him covered in Carol's spit, her tongue teasing the very base of his shaft while most of it, including his head, could be in no other place than creeping down her throat. She held the position with superpowered stamina, and when she finally pulled herself free she did so without a single cough or choking noise. All things considered, she handled it with far better grace than Peter. Ms. Marvel pulled off of his cock with a heroic, confident look and lips that glistened from spit and precum; while the expression on Peter's mask was a twisted mockery of the goofy, stunned face he was making inside of it.

Before Peter could recover Carol charged in again, and this time she allowed the younger hero no quarter. She took him in deep thrusts, each one claiming him to that halfway point again, her lips pursed and her eyes closed, hungrily tasting what the young man had to offer. Peter's senses reeled, and his body trembled, and before he knew it his lusts betrayed him as his peak began. The confident and bold woman handled it with a dominating presence; and as soon as she felt Peter begin to release she handled it like the champion she was. One hand secured itself around Peter's midway point, and the other scooped up under his shaft, helping to coax him further into his peak. Her mouth locked itself around his head, and most important of all her tongue slid into position, blocking the exit point of his cock. When his release occurred his seed didn't instantly shoot free into the woman's waiting mouth; instead it struck the barricade of a Kree-strength tongue, a nearly impossible barrier to beat. The result was a drawn-out orgasm that sent Peter into twitching moans, as instead of a quick burst of cum, he fed Carol a slow seep as his release was forced to creep around her tongue and slowly into her mouth. She swallowed as she continued to block him, taking mouthful after mouthful of Spider-Man's cream, allowing it to fill her mouth at her own pace. A pace that only Ms. Marvel was in control of.

When the moment ended, she released Peter's cock and pulled her head free, without so much as a trace of white cream against her perfect lips. In unison they moved; Carol drifted up into the air while Peter went crashing backwards, landing on his rear as his cock dropped down to the floor below. It was still hard; he could thank his superhuman stamina for that, though he was fairly certain that Carol's presence had as big a deal to do with the matter. Even as he sat there, catching his breath and reeling from the greatest climax of his young life, the older woman was still looking him up like a piece of meat, a prowling smile on her lips.

"That was a good start, Spidey." She advised, and looked over to one of her spit-covered gloves. She lowered her hand, and hooked one of her fingers against the lowest part of her outfit, about to creep it away and reveal herself. "Now let's see how you like it he-"

Peter's senses had a sudden jolt; one completely distinct from the orgasm he had just enjoyed. The world slowed, and even Carol's words drew out into a low pitch as his spider sense activated. A rustling from the nearby door; it was all he needed to know what was going on. In a flurry of activity the amazing Spider-Man jumped into action; and their privacy was saved by a pantsless hero. A shot of web through the nearby window was joined by a shot against Ms. Marvel's navel, and for the first time that evening it was her turn to wear a look of surprise as the tension on the web pulled taught and suddenly snapped her forward, launching her cleanly through the window and out of the room. The action of saving his friend didn't give Spider-Man much time to pull his own pants up; however, and he was left with little option other than to bound to the ceiling, pants still around his ankles, hard member still hanging out and pointing to the floor like a sniper rifle.

A second later Janet came from the door with her models and her photographers, and Peter was stuck. He wasn't entirely sure how Spider-Man would get out of this one, but...all things considered?

Totally worth it.

-The End

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Kate Bishop heard herself purr, her eyes closed as she drifted out of sleep. In the haze of waking last night was a pleasurable haze, the warmth of a soft blanket a luxurious sensation in the early morning chill. She let her head loll, on her pillow, smiling. She was sore, the good kind of sore, and she stretched her arm and sat least, that was the idea. Her shoulder stretched, but her arm wouldn't come down. Her eyes shot open, her mind forcing all sense of fatigue away. Darkness greeted her, absolute black all around her – she couldn't see a panic, she felt herself looking around, trying to keep her breathing steady and her movements small. There might be someone watching me, she thought. Can't let them know I'm awake. Feigning sleep, she tried and failed to move each limb in , elbows, ankles, knees, and stomach, she thought. Tight but not uncomfortable bounds... leather, maybe? Something expensive. Feels like chain binding me to maybe a bed...? She thrashed, then, testing the strength of her bonds. Definitely chains. And she screamed, the fear in her cries not all pretend. The room is big, wherever I am. Like, warehouse big. What the hell is going on? Kidnapping is one thing, but this mattress is super comfy, and this blanket..."You're thinking about the blanket." Kate felt shivers creep along her spine at the cool voice, calm and collected. The words seemed to surround her, leeching out of the darkness, seeping into her marrow. "You're wondering who would take you, chain you, and then give you a sliver of kindness. It should be obvious now. One mystery solved."Kate blinked as the spotlight came on, a bright white light that fell upon a tall woman in an armchair. The woman had long black hair, blacker than Kate's, and wore white leather armor over midnight blue kevlar. A simple outfit highlighted by the golden mask the woman wore, revealing only the hatred of her eyes."What do you want?" Kate asked, lifting her head, trying to face the woman. The light was so damn bright, so damn painful."I made a promise to you," the woman said, sounding bored. "Do you remember? We were in Madripoor when you, to use a phrase, got the jump on me. Kudos on that, by the way. There's very few people that have ever ambushed me successfully.""Er... thank you?" said Kate, pulling at her bonds. This could be serious trouble. She'd met this woman when she was trying to help Clint Barton, the other Hawkeye, after SHIELD had used him to find a leak in their network. Her name was Madame 'd been one of several people who'd tried to purchase falsified evidence created by SHIELD to trick the leak. Kate had believed the evidence to be real, had ambushed Masque and pretended to be her to get said evidence. Madame Masque had taken it personally."Um," swallowed Kate, a cold sweat pushing out of her skin, "you, er, you said you were going to stub out a whole pack of cigarettes on my face.""I did." Madame Masque sighed, leaning back in her chair. "And as entertaining as that would be, well. Did you know my face was once scarred? Horrifically, I might add. I was told it was permanent.""You look great," said Kate, forcing a smile."I do, don't I?" Masque Masque leaned forward, pressing her face into her hands, and when she sat up her face was uncovered. Kate stared at the high cheekbones and artistocratic jawline, the breathtaking profile of the woman and her soft smile. "I've had time to consider this thing between us. I've learned quite a lot about you, Miss Bishop.""Really," Kate said. She'd learned a little, too. None of it good. Giuletta Nefaria. A proper countess, formerly engaged to Tony Stark, an infiltrator of SHIELD, the woman that had stolen the Owl's criminal empire from him and helped put that man in prison. She fought Iron Man to a stand still, and stole his technology. Kate shuddered as the woman stood."Oh, yes." Giuletta walked with a predator's grace, unhurried and unconcerned, the light following her every footstep as she got closer to the bed. "I entangled your father with a girl about your age and sent him off into the world. Dull man, your father. I severed all your bank accounts by rerouting them to me. He wanted you taken care of, and I've used his money to prepare something special for you.""Lucky me.""Quite." The Countess smiled. "I know about your little fling with the space boy, and all that running around you did with the other Hawkeye in New York. I even know what drove you away from there, Katie, and into my arms."The woman stopped walking, looming over her, but Kate said nothing. She hated being called 'Katie;' it made her sound like a child."What was it you've said?" Giuletta asked, her tone making the question a statement. "'I have no powers and not nearly enough training, but I'm doing this anyway. Being a superhero is amazing. Everyone should try it.'""I never said that," Kate said."Right," Giuletta said, nodding to herself as she pulled the blanket aside and sat down on the bed. "You only thought it." A casual hand was placed on Kate's stomach, and the captive girl craned her neck and saw that she was in her superhero uniform."What are you doing?" asked Kate, not quite keeping the panic out of her voice when her captor produced a scalpel from one of her gloves."Shhhhh," the Countess said, smiling as she pressed the blade against Kate's face. The girl froze, petrified, waiting for pain that never came. The cold blade made a gentle trail down her cheek and throat, coming to rest on the zipper at her neckline."W-what are you doing?" Kate repeated. Madame Masque didn't answer, not with blade pressed against purple leather, easily parting the costume from neckline to the soft folds between her legs, never once touching flesh. The knife continued, a long single cut down one leg, back around hip and shoulder and arm before being pulled away. Kate strained, hoping that the cuts would have somehow weakened her bonds, but Masque had missed those."Shhhhh," she said again, pressing the index finger of one hand to Kate's lips as the blade returned, slicing through the wrist and arm of the other side, up along the shoulder and down the hip, all the way to Kate's feet. Giuletta put the knife on the floor before returning her attention to the bound girl, peeling the leather off in long an orange, Kate thought, blushing furious. She's peeling me like a piece of Masque carefully lay each strip to one side on the floor, standing up and folding the resulting strips, all the while watching Kate. At least she left me my underwear...She whimpered when Giuletta sat back in the bed, feeling the dull side of the scalpel trace the soft curve of flesh that her bra did not quite cover. She looked away as the cold metal slipped under what little warmth she had left. Off it fell, and out they Giuletta was not done, not yet. The dull side of the blade traced lower, circling the waistband of Kate's panties."What do you want?" whispered Kate, but the older woman smiled. Two cuts, one sharp tug, and Kate was left with stood, claiming the last bit of fabric, placing them on top of the folded pile and walking away from the bed. One spotlight followed her, another staying on Kate. She watched, helpless and naked, as the Countess' footsteps echoed in the darkness around them feet away, the light revealed an oil drum. The woman dropped what was left of Kate's costume inside it. A quiver of arrows and a bow followed. Kate closed her eyes, not wanting to see what was coming, expecting the sound of fabric set to happened."I'm going to make you a deal, Katie." The girl opened her eyes to see Madame Masque's finger tracing the edge of the drum, the woman staring into the drum. "If you want your costume back when this is over, I'll give it to you." Giuletta turned to look at her, then left the drum behind.

"You have such soft fingers," Giuletta whispered. "So elegant." The older woman was kneeling down beside the bound and stripped Kate Bishop, who had curled her hands into fists. Giuletta smiled at the resistance, stroking Kate's left hand with her own."I moisturize," Kate said, trying to sound defiant. Giuletta's smile grew wider."You would have to," she said, her cold eyes boring into Kate's. "All that archery would must be... drying." The Countess traced a line along Kate's fingers and down her wrist with one hand while the other dropped out of Kate's trembled from the cold, hoping it masked the terror she felt as she realized that was where Madame Masque had left the scalpel she'd used to cut away her clothing."I'm not the monster you think I am," Giuletta whispered, her eyes never leaving Kate's. She clenched her hand over Kate's, holding the bound girl's fingers down as she brushed her lips over each digit in turn. She lifted her hidden hand at the same time she lifted her head."What is...?" Kate trailed off, staring. Glue? Why would she have glue?"Glue," Giuletta confirmed, unscrewing the cap from the container. "Not even very good glue, truth be told. But it will do for what I have in mind." Smiling, she poured the viscous liquid over Kate's left hand, soaking the fingers. Kate tried to flick the stuff off, but the Countess reached up and covered Kate's hand with both of hers, holding it closed."What are you doing?" asked Kate, but her captor said passed. Kate wasn't sure how much. No matter what she said or how she struggled, her captor would not move and would not answer, only smiling a soft smile, staring into Kate's eyes with a cool , Giuletta slipped her hands out of the gloves that were not attached to Kate's hands. Kate looked at her hand with wide eyes as the Countess moved away from her; no matter how she tried, she could not get her fingers to separate. Even her thumb had been pressed down against her a flipper than a hand, she mused, twisted her wrist. What the hell is this...?Giuletta returned, having replaced her gloves, and repeated the process on Kate's right hand. More curious than frightened, Kate stared into the Countess' eyes and wondered what this was supposed to be accomplishing."Is this your idea of torture?" Kate asked. "I know I shouldn't be complaining, this is not nearly as bad as I thought it would be.""That's because you lack vision," Giuletta answered, her voice soft. More time passed, and the Countess slipped her hands out of the gloves, reaching down out of Kate's line of sight. When her hands re-emerged, the Countess was holding the scalpel once more."Are you going to cut me?" Kate asked, struggling again as Giuletta moved the blade closer to her hands."I don't intend to," Madame Masque answered. "It depends how much you struggle."Kate tried to hold her hands still, watching as Giuletta cut the fabric away from the glue with gentle care. When she was done Kate could see her hands clearly, even if she couldn't move her fingers or thumb. The Countess seemed pleased with herself."There." Madame Masque collected the fallen strips of leather from the ground, rolling the mass into a ball as she studied Kate's hands. "We'll have to replace the glue periodically, but that should do perfectly.""What is this supposed to accomplish?""My darling Katie, my most treasured entertainment," Madame Masque said, running a hand through Kate's hair, down along her cheeks and over her lips, "you'll never use a bow or hold an arrow ever again."

Kate strained her neck, looking at her fingers, trying and failing to separate them as Giuletta stroked her hair with a gentle touch and soothing noises."I'm going to get out of this," Kate said, trying to sound confident. "And when I do-""Of course you're going to get out of this, Katie," the Countess said, drawing the girl's eyes back to her. Giuletta smiled, her palm warm against Kate's cheek. "I'm going to let you out of your bonds in the next few moments. There's just one thing I want to do first.""What's that?" asked Kate, and this time some of her fear did enter her voice."Oh, nothing like that, Katie." Giuletta leaned down, pressed her lips against Kate's forehead. "At least, not yet. There's so much for us to do before we get to that point, but I assure you, we will.""The minute you let me out of this I'm going to kick your ass.""I will give you one opportunity to do so."Madame Masque lifted her head, her eyes parallel with Kate's, her hair streaming down and touching Kate's features. The hand that had been on Kate's face became two fingers, trailing a path down Kate's throat, her shoulder, between her breasts."Are you cold, Katie? It looks like you're cold." Giuletta pressed her hand against Kate's stomach, pushing down as she stood up so that she was towering over the bound hero. Kate watched, trembling, as the Countess vanished back into the dark that surrounded them both."Where are you going?" yelled Kate, straining against her bonds, stretching her neck to try and see where the villain had gone, or learn anything that might help her. The light had not followed Madame Masque this time. Kate could see nothing of the room, could not see the chair her captor had been sitting in or the oil drum that now held the ruined strips of her , she turned back to her bonds. What kind of locks is she... twist locks? Really? How the hell am I supposed to twist myself out of this when I can't use my fingers or thumbs? Cursing, she pulled against the ties that held her, pushing her muscles taut in an effort to create some wiggle room but failing completely."Those bonds were designed by SHIELD," Giuletta said, her tone conversational as she reappeared, looming just within Kate's field of vision. A scream tore out of her throat as she saw what the villain was holding – a hammer in one hand, a single nail in the other. Kate threw herself into trying to free herself, calling upon every ounce of strength in her to free herself, but managed to move not an inch. "That bed is bolted to the floor. You're going to hurt yourself, Katie."The girl screamed, all her body thrashing as Giuletta circled around the bed, spiralling closer to the helpless Avenger. Madame Masque knelt at the foot of the bed, between Kate's legs and past her feet. Kate froze when she felt cool metal pressed against her foot, circling the bridge and coming to rest just before her eyes locked with those of Madame Masque."You're like me," Giuletta whispered, the quietness of her words forcing Kate to fall still, to watch with trembling as she felt that one cool spot against her foot. "No powers to speak of. Just intelligence in my case, and grace in yours. That lets you do what you do, grace."The the hammer struck. The sound that pushed its way out of Kate's mouth did not sound human. Tears dropped from her eyes, heat rushing through her, agony tearing through her whole body. The hammer struck again, and a third she could think clearly, Kate realized that Madame Masque was still kneeling past her feet, holding up the hammer, smiling. A constant throbbing ache came from her foot."I'm not the monster you think I am," Giuletta said, holding up the hand with the nail. Kate strained to look at her ruined foot, but there was no blood, no sign of injury on the top. All her toes were intact, and to her eyes there was no damage. "It won't look like there's any damage on the bottom of your foot, either, but we both no better."Slow and careful, Madame Masque placed the nail against her other foot, in the same spot that had caused the other such agony. Her eyes never left Kate's face, but Kate felt herself flushing, cold chills running down her sweating body as she looked at her foot."Intelligence," Giuletta whispered. "There's a tendon just between the heel and bridge of your foot. I'm not cutting it, not breaking it, nothing of the sort. The dull end of the nail is pressed against the one I haven't damaged. I know it's painful, but it's not permanent. You'll even be able to walk once I free you, Katie. Won't that be nice?"The hammer struck and Kate screamed, phantoms dancing across her vision as another wave of heat passed through her naked flesh, an agony unlike anything she would have believed existed before now. Giuletta laughed, a soft sound, and reared back. Another strike. in agony, Kate lost consciousness.

Kate awoke as Giuletta was undoing the last of her bonds.

She could feel the lack of pull on her limbs, a single word crashing through the grogginess of her mind: freedom. Her enemy's attention was on her left wrist, so she pushed off her right elbow, twisting her hips and putting all the power she had into a twisting palm blow landed with a satisfying crunch against Madame Masque's jaw. The older woman fell out of sight, and Kate resisted the urge to laugh – someone had to be controlling the lights. She didn't have time to do anything more than , as quietly as she could, she pushed herself off the side of the bed opposite from where Madame Masque had fallen, leaped to her feet... and screamed, crumpling to the ground.A deep throbbing agony surged through her. She rocked on the ground, feeling a chill settle in her one moment and heat pass through her the next, a series of conflicting sensations that were all echoes of the agony she her teeth, Kate flopped onto her stomach and used her arms to drag herself away from the bed and into the dark. The spotlight followed her, keeping the rest of the room dark, but she heard Giuletta tsk behind her, followed by her enemies said this was temporary, Kate thought, continuing to move. I'll get better. I just gotta get out of here. She glanced at her fingers, tried to separate them and failed. Growling, she continued to shuffle onwards, careful to keep her feet from touching anything.-snap-Kate screamed as agony blossomed in her foot, nearly blacking out. Wheezing pain, she curling in on herself, managed to turn on her back to see what had happened. Giuletta stood, a silhouette that towered over her, some kind of crop in her hand."Bad Katie," Giuletta cooed, lashing out with the weapon again, this time catching Kate on her thigh. Kate twisted and spun as more blows followed, but some of her involuntary flinching caused her feet to touch the ground, sending fresh waves of pain coursing through her."I suppose that was my fault," Giuletta said, her tone casually conversational, running the finger of her free hand down the length of her chosen weapon as paused her assault. "You still think of yourself as a hero. The follies of youth.""What are you trying to do to me?""Assist in your education."Eventually, the blows stopped. Kate was only sort of aware of what was happening now, her bare arms and torso and legs crossed with thin red welts, her breath coming in short rasping gasps. Looming over her, her nemesis' shoulders rose and fell, the scent of sweat filling the air between them."Not nearly enough training," Madame Masque said, her breathing heavy. "I can fix that. We can even make a game of it.""Do I have a choice?""I adore your sense of humor, darling entertainment." Giuletta knelt over her, stroking her hair with a terrible gentleness. "Your voice sounds so sore, though that might be from the screaming.""You... y-you think?""Such defiance." Madame Masque sighed, tilting her head to look in the direction Kate had crawled. She followed her captor's gaze, seeing the bed she'd escaped. "You have a choice, darling. You can try and find an exit in the dark, in which case I'll let you go.""Really.""Oh, yes. I'm a woman of my word. Lying is for children." The woman patted Kate's cheek, drummed her fingertips along Kate's face. "I'm going to beat you while you search, of course.""Let me guess," Kate said, trying and failing to move away from the fingers. "If I go back to the bed, you'll stop.""And what would that teach you?" Giuletta asked, chuckling. "No, the beating will continue for five minutes after you get back to the bed. You need to learn, Katie, that you're not to leave a place without permission, and that I will do with you whatever I wish, and your only choice is obedience."Madame Masque stood, her weapon lashing tried to find the exit for what felt like hours. Madame Masque, as promised, followed her, whipping her, letting her rest enough to move and then whipping her again. Kate crawled blind in the dark, hoping to find salvation, sometimes looking back at the bed through blurry was getting further and further away, the welts all along her body crossing into ugly red patterns. She wasn't sure when she started moving back towards the bed, when exactly she made that decision, but she felt a deep sense of shame when she realized where she was Masque kept beating her with the crop. Her calves and inner thighs, her forearms and shoulders, her back. Movement hurt, every part of her aching, the constant dull throb of her heels sometimes turning to fire as Giuletta struck was crying openly by the time she made it back, her arms useless, she using her shoulders to drag herself forward. Her hair caught on the ground sometimes and she had to struggle to free herself, the bed she had left behind the only offering of solace she made it eventually. The beating continued, but at least she knew it would come to an end."Get up, Katie," Giuletta said, her tone still polite. "Put your torso on the bed, but leave your hips off and your feet below you. When you have done this simple thing the five minutes will begin."Weeping, Kate pushed herself up using arms that felt like lead, pulling herself onto the bed with her useless hands. She'd felt so strong and sure once, she remembered that, but Madame Masque had made her nothing more than a frightened girl once more."Very good, Katie," Giuletta said, sitting on the bed beside her. Kate shivered as the woman ran her hands down the excrutiating stripes that covered her once pale and sweat soaked skin. "Well done. How does your back feel?"Kate was having trouble breathing, her shoulder blades a tortured ruin. How am I supposed to even draw a bowstring now...?"Nothing to say right now?" Giuletta asked, mocking. "I'm sure that sense of defiance will come back to you sometime in the next five minutes. Or it would, if I wasn't about to do... this."As the first blow struck, some quieting part of Katie realized that the rest of her was far too gone even to scream.

Disclaimer: I don't own Ms. Marvel or Spider-Man or anything Marvel related and I make no profit from this.

I got this idea from a few things that have happened in Marvel comics lately. This is was originally a one shot but I extended it from the amount of feedback I got.

Marvellous Spider-Man

Chapter 1

Carol Danvers sighed to herself as she lay on her bed in her apartment. She could have been at that new mansion for the Avenger's but she felt more at home here. At least she guessed they were the Avengers, there were so many teams now with that name that she was starting to think that people had no imagination these days. Well Osborn had called his team that just to rub it in their faces. She personally had been on several line-ups of the Avengers and she missed the early days, the days when things were so simple, when you could tell who were the bad guys and the good guys, and the world knew it too.

The Civil War pretty much screwed that all up, looking back she wasn't sure she had made the right choice. She felt that following the will of the government had been right but looking at how things got, she started to have regrets. The image of what she did to Julia Carpenter, beating her down in front of her own daughter and then taking said mother to jail. That was one of the hardest things she had ever done and it was the one thing Carol felt sick about doing. Plus it had been the Government that had placed Norman in power to being with.

Now at least things were different and she felt like things were getting back on track. She felt more sure who the enemy was again. Now that Cap was back, the real one this time, things were starting to feel right again for the first time in a long time. The new team was a bit of the old with the new, but overall she was enjoying this version of the team. One person in particular had been slowly crawling into her mind. She smirked at her choice of words there crawling was one of the things he was known for after all.

She wasn't sure how it happened normally she went after a certain type of man. The over muscles macho types sometimes, hell one of her last lovers had been Wonder Man. He had been nice but in the end not what she needed. She wasn't sure what she really needed, Captain Marvel had been a huge part of her life that she had compared a lot of men to his memory. Then Mystique had killed her lover after that, something she still would never forgive the woman for.

But then something she never thought about happen, she started to like another teammate, you'd think she'd learn by now how that went. But Spider-Man was different he wasn't like most of the others. He was more down to earth, he was funny too although she never said it she liked his jokes. He was light hearted like Clint was. Those two got alone really well as they tried to one up the other. Plus although not the most powerful hero he tried his best. Plus there was more to strength than just power the Avengers had a few members over the years with no powers. Spider-Man however had a nearly unbreakable spirit at times, he never seemed to give up and he took the weight of the world on his shoulders.

Plus there was a lot of mystery about him, sure he had shown his face and name when Clint made him unmask but what did she know about the man himself? She knew what kind of man he was but not much personal. No one really seemed to know much about him, she had asked. They could tell all kinds of stories on missions with him or encounters but nothing about the man. For some strange reason that curiosity had grown in her and made him seem even more attractive.

She grunted as she pulled a pillow over her face, that wasn't a good thought. Yes she thought he was handsome, not overly so but more like the perfect nice guy that you saw yourself with. Of course they did have their odd run ins, like that time she tried to arrest him for not being registered but they ended up teaming up. She smirked remembering that note he left about telling Wolverine he got to Third Base with her. Sure she had been angry although a part of her knew he was just joking. Then there was that time she went for him to help and he did ask for a date.

And so she went on a date with him, despite the whole mess that interrupted it, she found that she enjoyed her time with him. They had the same love for junk food, baseball, they seemed to share a lot of the same pain she thought. After being taken over by that venom symbiote he had saved her from who knows what that thing would have used her body for. She shivered at what could have happened. Venom did have this thing for eating people, if that had happened to her she wouldn't have taken it well. Plus the damn thing had told him that she had feelings for him. That was embarrassing.

She sighed as she got up out of bed, she was too wound up to really sleep so she might as well suit up and go out into New York. Maybe busting some low level criminals might take her mind off things.

====Later====

Peter was currently trying to make up some good PR for himself as usual. After was Venom (or Venom 3.0 as he thought or was it four at this point? He lost count how many times that symbiote jumped around) he had a lot to do. Why was it that he always got the short end of the stick? After years he trying to do the right thing, his image was still all over the place. People thought he should be in jail, others thought he was a hero others weren't sure what to think of him. It didn't help that people kept using his costume to undo all the good he did, or a certain moustache wearing owner of a newspaper (who was now mayor and how the hell that happened he had no idea, he sure didn't vote for the guy) that seemed to make it his life mission to make Spider-Man's life a living hell.

So what did he find? Well so far he stopped two muggings, a purse snatcher, a hold up and now a group was trying to steal from a jewel store. Honestly why did criminals think they could get away with this stuff in New York? How many heroes were around here? Sure they couldn't catch them all but the odds of them finding themselves up against Peter or someone like Daredevil, Cloak and Dagger, or god forbid the Punisher, was it really worth it? Apparently these guys thought they were lucky enough to now come across any heroes.

What Peter didn't know was that he had a viewer watching him.

Carol hadn't meant to actually look for or even find Spider-Man, hell she was trying to clear her mind out of the whole thing. So what does life do? She finds him stopping a crime of all things, she was tempted to go in but she figured he could handle things. If this got too intense she would step in but he seemed to have everything under control. She remembered how he once told her that he felt he didn't belong in the sky with the others that he was more to be on the ground. She thought he had earned his right to fly with the other heroes and he earned his place on the Avengers.

She smirked seeing him dance around the criminals with a grace she only seen a few able to hold off. Hell he was way more agile then she was, even in peek shape as she was she wasn't that flexible. He made those jokes of his while in a fight and it always reminded her of Clint and how he did the same. Soon he had everything all well in hand with them all webbed up hanging in a giant cocoon. She felt that it was time to go talk to him, maybe she could figure out her own feelings on the matter as well.

"Now what have you all learned?" Peter said to the group of criminals although none of them and their mouths free to talk as they made muffled noises. "That's right, not to do crimes in the first place and why? Because New York is crawling with heroes, seriously what if I had been the Punisher? You should be thankful that it was me and not someone like him or Ghost Rider."

"Think they'll learn their lesson?" A female voice said.

"Most likely not but...huh?" Peter looked up surprised to see Ms. Marvel there floating. He hadn't seen her in awhile, not since the Asguard thing. That had left him slightly confused, mainly with how she might actually like him. Not that he had a problem with that, he did ask her out once...why he had done that he still didn't know, but the point is she didn't turn him down exactly. Plus she was hot, hell she was really hot not to mention most likely the most powerful female on the face of the planet and could break him in half without trying.

Strangely that didn't scare him off...maybe he should set up an appointment with Doc Samson at some point.

"Hey what's up Ms. Marvel, other than you that is." Spider-Man said to her.

She smiled down at him and Peter had to admit, she really had a nice smile. "Just out flying to clear my head."

"Ah say no more, I know how it goes," Peter nodded and it was true he did know. Then the mood was ruined as sirens were heard. "Crap, here come the cops and good old JJ will most likely have his anti-Spider-Man squad on my case again. Man it's going to take an hour to shake them I bet."

Carol never liked how his life was being constantly pulled through the mud while most heroes didn't have to deal with stuff like that. Oh sure there were the tabloids and the occasional scandal but he had to put up with it day in and day out. She would have lost her mind and taken that men (even if he was the mayor now) and ring his neck.

"Well if you want you can crash at my place and lay low," Carol said the words before she even realized what she had said. How could she say that? She was actually worried for a moment that she might have overstepped herself.

Peter wasn't sure what got into his head to take her up on the offer but honestly why not? After all he needed a place to lay low to avoid the cops and honestly he was curious to what her place looked like. That and who was he to turn down an offer like this?

***Ms Marvel's Apartment***

Peter had to admit, he was jealous. Her place was nicer than his and he had to share with a roommate as well. Apparently being an Air Force officer paid well although it was nice to see a pile of clothing she was trying to push into a closet muttering about cleaning more often. He thought it was kind of cute how she could act so 'girly' he had never seen this side to her.

"Nice place," Peter felt he needed to say something.

"Thanks," Carol said as she pulled off her mask and placed it on a table. "Feel free to take that off, I only wear this little thing but that has to be nasty sometimes."

"Yeah you have no idea," Since everyone knew that Carol Danvers was Ms Marvel and he had told the Avengers who he was. He did feel a little weird about the whole thing, he wasn't used to being in someone else's place with his mask off. Thankfully all the curtains were drawn closed.

"Would you like something to drink, not sure what I got," Carol hated how nervous she sounded. She was Ms. Freaking Marvel and here she was feeling like she was back in her freshmen year of college all over again. God that night she had invited that boy Toby back had been a disaster.

"Uh sure anything you have would be nice." Peter said mentally kicking himself for stumbling. How was it he had ever gotten a girlfriend sometimes mystified him.

Carol ended up with a couple of bottles of water, she wasn't a drinker anymore and Peter took it. Peter had once heard that she stopped drinking, he wasn't in on all the details but apparently it had gotten bad at one point. He hated to think what she had gone through to start drinking so much that she needed to quit.

So they sat together as they caught up since the last time they talked. She had to admit that after a bit they were both kind of relaxed now. He was kind of an interesting guy as they talked she had no idea that it was a radioactive spider bite that actually gave him his powers. Well that did explain a few things but certainly no crazier than having alien DNA of a Kree bonded to her.

It was strange, you work with someone for years on and off but she never really got to know the man. Time seemed to pass and well over an hour had gone by as did a few more beers.

Peter had to admit that he was learning a bit more about Carol-they chose to stick with their real names as calling each other by their hero names seemed too formal to them- and she really was sharp. He sometimes got a bit loss in her baby blue eyes and that full set of lips as she talked about her own past. Things like a coma from Rogue, to losing emotional attachments to her older memories, even her battle with drinking.

Peter had been surprised by her opening up like this she actually looked pretty vulnerable at that point. He actually decided to open up a bit as well he told her how he actually got into this hero thing. How he had been a stupid kid that tried to gain money to help his family and how it had cost his uncle his life. Carol had never known this part, looking at him now she felt her heart reach out to him. Suddenly a few things about him made a bit more sense to her.

He took her hand in his smiling at her, "Hey we all go through rough patches I mean all the things we see and do? I'm amazed most of us don't go crazy."

Carol thought back to Scarlet Witch and tried not to shudder at that, she hadn't been there but that hadn't gone well at all. Had there been signs to a mental breakdown and not one just noticed? That didn't go well at all. She had nearly broken down as well with her drinking, after all she had captured before her powers and tortured before being saved. Actually twice when you counted the Brood experimented on her. She still had nightmares about that.

Then there was how she had been kidnapped by that entity Marcus. That made her feel sick inside, the bastard had basically raped her, impregnated her and in a few days she gave 'birth' to him. The bastard had admitted that he had used mind control on Carol and when Carol had said she was going back to Limbo with him, did her team get suspicious?

No they let her go thinking it was her idea, it hadn't. He had been messing with her mind, again! They knew he did it once before and they didn't think it had been strange or stopped it either. Thankfully he was dead and when she got back, she had ripped her team a new one. She left the Avengers after that not trusting them anymore. Thankfully she no longer felt emotional connection about that whole thing.

It felt like a weight was gone in her life now in a strange way. Sure she was angry about what happened but it was less than what it should have been. Although she felt nothing for her family, she knew she should but it was like her own family were strangers to her now. So it wasn't all good not feeling connected to her old life before the coma from Rogue.

"But you've bounced back and if you ask me that takes real strength the kind that doesn't allow you to bend steel either. You've done a lot to be proud of and you are an amazing person to keep doing this." Peter said honestly taking her out of her thoughts. "I don't know all the details about your life and the things you had to deal with. But you're a real hero and you should be proud of what you've managed to do in your life."

Carol tried to say something but it felt like her heart was in her throat. No one had really said such kind words to her before or at least it had been a long time since she had heard them. For so long she had to be Ms. Marvel the woman that was unbeatable and solid like a rock. But she was a woman first and sometimes she wanted to be tender and let someone hold her. She looked into his brown eyes as she felt a pull to him. Before she knew it she was kissing him both of them were surprised but neither of them pulled away.

Peter felt her kissing him and on instinct he kissed back, he wasn't sure why but he did it anyway.

Peter never really considered himself all that lucky, after all he could count the relationships he had pretty much on one hand. At least the ones that were close to real relationships. All of them had ended kind of badly. So what does a single guy do when one of the most powerful and hottest women on the world is kissing you? Well you kiss back, after all it's not like hot women do this all the time. Sure he got lucky now and then but what were the odds of this happening again?

He returned her kiss putting more passion into it, despite her hard body her lips were very soft. He wasn't sure how long it went on, only that at some point they were on his bed. They sat there kissing deeply as he leaned back and pulled the mask from her face. She really was a beautiful woman, his hand want to caress the side of her face as she smiled at him.

Carol felt he would be a gentle lover she hadn't had that in awhile. She leaned in and kissed him again as she untied her red sash on her waist and threw it aside. They made out on her couch for who knows how long feeling each other's hands slowly gaining more confidence as they explored each other. But eventually Carol wanted something more she might be making a mistake but she didn't care. She stood up and grabbing his hand led him into her bedroom.

She pushed Peter onto the bed as he sat down as she straddled his waist kissing him again. She felt his hands roaming her back searching for something.

"So how do you get that thing off?" Peter joked.

"Zipper in the back start at the neck," Carol told him as she reached behind her neck and felt for it. She pulled down shifting slightly to get it down her back.

"That has to be hard some days," he commented.

"Oh you have no idea," Carol sighed knowing full well how hard this costume was to get in and out of at times. Unlike some of her previous costumes, her first one was easier to pull on for example. She pulled the shoulder parts of her costume aside as she started to slip it out of her. It eventually ended up around her waist and Peter got a good look at her.

"No bra?" Peter looked at her perfect naked chest. And boy was it perfect, full and perky with large dark nipples on them. Her flat stomach was shown and very athletic like the rest of her but yet she was still very feminine.

"I chaff sometimes if I'm not wearing the right one in this thing," Carol told him. "I was in a bit of a rush today and couldn't find the ones I use for the costume."

"Ah I know how that goes," Peter smirked as his hands cupped both breasts.

Carol moaned slightly feeling his hands caress and knead her breasts, most men went to them because of how big they were but honestly she like her breasts played with so it paid off. Hell she was very proud of them, they were totally natural like the rest of her. Peter leaned in and took one of her nipples into his mouth and she gasped. Her groin started to rub against his as she felt something hardening there. She couldn't tell the size but he was getting very hard, he did seem nice and thick though which was important for a woman.

His mouth went over one of her hardening nipples as she moaned letting her head fall back. "Oh yes that feels so good."

Peter ran his tongue over the small nub, alternating between sucking, licking and even biting on it.

"Oh shit...you can do it harder if you want." Carol told him running her fingers through his hair. Her body was built to withstand a lot of punishment after all. She hissed feeling his teeth bite down harder this time as she held his face to her breast. He later switched to the next giving it some work as he felt the nipple in his mouth start to harden.

Eventually she stood up smiling as she slipped off the rest of her costume. First her top, then came the gloves and the leg parts. She was in her panties only now as Peter slipped out of his pants watching her disrobe. He could see that her costume didn't hide anything. He watched with a grin as she slipped out of her panties and saw that she shaved which seemed to be the style for women these days.

Carol noticed that Peter did have a good body under that costume as well. She crawled up on top of him as she kissed him passionately. They both fell back onto the bed as Carol enjoyed the feel of his hard muscles against her own bare flesh. She kissed down his body as she got to the waist band, peeling it down his legs she got a good look at his cock. She was surprised, it was a nice thickness but it was the length she was surprised by, it was at least eight inches. She was going to enjoy this, she thought to herself smiling.

She moved her hair out of the way and started to lick his member, she didn't mind blowjobs actually as long as she got in charge. She hated it when a guy gripped her head and tried to force their entire cock down her throat. She started with the head of this cock with popping it in and out her mouth using her tongue on the head. Peter groaned with that as he looked to see the blonde beauty started to suck him off. Never had he ever thought he would see Ms. Marvel herself not only naked but doing this, okay sure he might have fantasized about it but actually happen?

But he didn't want to be the only one getting anything out of this. "Hey Carol turn around a bit, I want to give as good as I'm getting."

Carol stopped and it took a second before she figured out what he meant. She smiled as she twisted herself around to get into a 69 position. She was glad he would do this, not ever guy liked to go down on a girl. She felt his hands on her ass as his mouth met her pussy lips. Feeling his warm and wet tongue slid over her lower lips made a slight shudder run down her spine as she got back to work herself.

Peter seemed to know what he was doing as she sucked him off.

After a moment Peter got an idea to take it up a notch, he used his fingers to pull apart her pussy lips and started to attack the pink flesh there. He noticed she was really wet already as his mouth and tongue went to work. She started making pleasurable noises as she sucked his cock like a pro. He started to attack her clit at that point with his thumb she seemed to like that.

Carol felt her arousal rising from Peter's work but decided if he could take it up then she could as well. She pulled out and started to use her large breasts to give Peter a nice titty fuck. His lubricated cock slipped between her massive breasts as her fingers played with her nipples. She was thankful he was this long as she bent her head down and would suck on the top of his cock and then a bit more as she went down on him.

Peter was in heaven, he hadn't felt breasts that amazing on his cock since his ex-girlfriend Mary Jane.

After a few minutes of this she couldn't take it any longer she needed this cock inside of her now and not just her mouth. Getting up she turned around and got into position holding his cock with one hand as she placed the tip to her pussy. Peter's hands went to her hips as she impaled herself onto the male organ. Peter never had felt something so tight before, maybe it was her super strength but her pussy was hot, wet and extremely tight. It was almost gripping his cock.

Carol loved the cock inside of her, she could feel it pressing against her cervix not many men can get that far into her like this plus she could feel everything about his dick. Every vain seemed to press against her inner walls. She started to slowly rise and fall onto his organ feeling his hands go to her waist helping to set up a nice rhythm together. Peter's hand roamed over her sexy figure, trailing over her flat stomach, rubbing up between her breasts. Then his hands would rub up to her neck and then down to her breasts. He was caressing her entire front and she was liking it a lot.

Peter looked up as she ran her hands through her long blonde hair, her head falling back slightly with a moan as she rode him as his hands caressed her body. She looked like a sex goddess at that point as he thrust up into her tight snatch. She was so wet now that there was a slurping sound as they continued to fuck each other.

Carol lost herself in this, she was really enjoying herself more than she thought she would, which was a major plus. She really should have fucked him sooner, at the very least they could have had some great times together during all the craziness that had been happening. She felt the tightening sensation inside of her winding up and knew she wanted more. She started to ride him faster and harder, making the bed start to moved slightly. She was thankful for getting one with great strength as all too often beds could break with those with super human strength. Although thankfully She-Hulk held the record with last time she checked.

Peter felt himself getting ready to cum as he thrust harder up into the woman, he was so used having to hold back but Carol was actually stronger than him so he could finally let loose and not worry about hurting the woman he was with. He didn't mind it but it was kind of hard to remember all the time when you were having sex.

"God Carol I'm about to cum." Peter warned her.

"I know me too," She moaned leaning down her hands gripped the top of her mattress to get more leverage. "Cum with me!"

"Carol I'm not wearing any protection," He told her worried that he might get her pregnant. It could happen after all.

"It's okay I'm on the pill and I'm not ready to have an ovulation for over a week." She told him and started to flex her inner muscles to start squeezing his cock inside of her.

"Oh shit!" Peter gritted his teeth trying not to cum from that sudden trick but he wasn't going to hold out too long.

"Oh god Peter!" Carol cried out as she felt herself cumming. "I'm cumming! I'm cummmmming!" She threw her head back screaming this out as her pussy started to try and milk Peter for all he was worth. That was it for him as he grunted as he felt his penis spasm several times shooting several robes of hot cum into her body.

Carol fell onto Peter's body as she felt his hot sperm covering her inner walls and feeling her orgasm slowly falling away. That had been very good she mused happily, it was nice to know that she might have made a good choice this time around. She felt his arms wrap around her naked back as he caressed the bare flesh. She moaned in appreciation, not many men knew that after an orgasm a woman liked to be touched and caressed after it.

"I might need to catch my breath." Carol nearly laughed.

"Yeah it usually takes me a few minutes to get ready for another round." He said feeling the naked beauty against him.

Carol looked up with a glint in her eye, "Oh? So you can go another round?"

** 30 Mintues later**

Carol was on her hands and knees as Peter fucked her from behind. The sounds of is flesh slapping against her bare ass was heard as he rammed home into her. Peter was holding her hips as he fucked her for all it was worth. Both of them were starting to sweat as the heat in the room increased from their exertion. Carol moaned out as she felt how deep he was going inside of her, if he was deep before this was making him threaten to push past her cervix and enter her womb but it also made another thing possible. Peter now had a perfect angle to hit her g-spot, with down ward thrusts he was going in while hitting that spot and then dragging his cock against it.

If the first time had been great this was even better. She moaned out like a whore as he made her feel better than she had ever been in nearly a year. It had been so very long since she had been fucked so well. If she had known he was like this she would have fucked him years ago after all.

"If you can fuck me harder!" Carol nearly cried out wanting to feel him pounding her insides. "I want to feel you all the way in me. Don't worry about harming me it takes more than this."

"Alright, I'm never one to argue with a woman," Peter smirked as he grabbed her arms and using them as leverage hammered even more into her. Her tunnel was so slick from their mixed juices but she was getting so wet she was leaking. He could see his cum and hers leaking out of her pussy and down both thighs. It was then that Carol felt his head go past her cervix she cried out in pain/pleasure given her body she could take this more than a normal woman could.

He fucked her deeply as Carol loved every moment of it. "Oh fuck I'm cumming again Peter! Fuck me! Fuck me like that! Oh god now I know why they call you amazing!" Carol cried out as she felt herself orgasm at that moment. She gripped him so tightly with her inner walls that Peter couldn't even pull out.

"Oh fuck Carol!" Peter cried out feeling the head of his cock resting in her womb as her tunnel closed around him. He felt himself fill her womb with his cum pulling her arms back as he held himself inside of her.

Carol moaned feeling herself being filled up from Peter. He dropped her arms as she used them to rest holding herself in that position. Peter laid on her back his hands roaming over her naked chest caressing her stomach and breasts and even her pussy slightly. She shuddered as he was still half hard inside of her she was going to look forward to round three.

*** 20 minutes after that***

Carol was on her back feeling Peter slam his cock into her over and over again. She had given him a blow job until he had been hard but Peter put her on her back as he climb on top of her and mounted her. She had eagerly spread her legs for him and then wrapped her long toned legs around him as she felt him fuck her again for a third time. Not many of her lovers could go three times in one night at the most the average guy only lasted two or one.

So for the past ten minutes Peter had been nearly fucking her through her own mattress. She felt the bed shake violently as she reached up and gripped the metal headboard with hands. She really wished the night would end.

Peter fucked this golden haired goddess for all he was worth, it had been so long since he had a night like this and he wanted to give it another go. Although he was finding it troubling to keep himself hard, he could feel his dick slightly warn out but he was thankfully mostly hard. It was just that two shots had taken a lot out of him but he wouldn't stop. He would make Carol cum again on his cock, he loved the sexy noises she made, her sexy body too. He wasn't sure if this was a one night thing but at that moment he hoped they had more of these nights together.

"Oh fuck Carol, I'm nearly at my limit," Peter grunted as he buried his face into her neck.

"Do it, cum in me again Peter, please I want to feel you cumming in me again!" Carol held him close as she tried to make him cum with every little trick she knew.

"Oh fuck, fuck...fuck! God I'm cumming again!" Peter called out.

"Do it! Oh god cum in me!" Carol cried out feeling her own orgasm.

"Here I cum!" Peter thrust in several times feeling what was left of the cum he had dumped into her waiting body.

Carol shuddered as she felt her own release, it wasn't as good as the second time but it was still a good orgasm as she felt him finish inside of her.

The two lay there, covered in sweat, tired, feeling the aches of sex but both of them feeling great. Carol had no idea that Peter was such a good lover. He was easily in her top five, maybe top three actually as she looked up at her ceiling with a plastered smile on her face. She could feel how aching her sex was and knew she would be sore the next morning. Most thought that invulnerability and super strength meant you didn't feel any of that. Well muscles can be overused no matter what, sure she didn't get any 'friction burns' but that didn't stop her muscles from being strained.

She looked at Peter's face and his smile that she guessed matched her own. She rolled over to lay against him feeling his warm body against hers. She wasn't sure if this was just a one night thing or the start of something. Honestly at the moment she didn't care they could deal with it tomorrow morning, for the moment she just wanted to enjoy the moment.

TBC...

Marvelous Spider-Man

Chapter 2

Carol moaned as she stretched out on her bed, she felt a little ache and pain but in a good way. She was wondering why she felt so good. She turned in her bed as her body came into contact with Peter's and last night came back to her. She noticed she was still naked as he was and grinned. That had been one hell of a night, her pussy still felt a bit sore from all the work they had done on it. She cuddled up against him feeling the heat of his skin against hers.

She sighed as she thought about what this meant, one date was one thing, but sleeping together changed things a bit. Although if he fucked her like that normally, she kind of wished she had gone after him earlier. She remembered how once She-Hulk had commented she thought Spider-Man had been pretty sexy when he had joined the Avengers the first time in his black costume. Personally she didn't like the black one, she preferred the red and blue.

Was last night a mistake? Thinking about it, she didn't think so, sure it had been fast but she felt so at east around Peter. He really was a great guy, responsible, sweet, kind, caring, he wasn't the macho type that had to act 'manly' all the time. Plus he screwed her brains out, that was surprising and put him over the top for boyfriend material. Would he want her though? She knew he liked her, was attracted to her but was last night just a one night thing for him? She wasn't sure, he didn't seem like that type of guy but she wanted to be sure.

'Maybe I should give him some incentive?' she thought to herself. She remember how Wonder Man had once said that waking up to a blow job was the best way to wake up. She had done it a few times but it had always been a bit one sided. But she was willing to do it this time. Carol pulled off the sheets as she saw his member, she smiled to herself remembering that thing inside of her last night. She eagerly touched it lightly, trying to coax it into being up without waking Peter.

Peter shifted but didn't do anything just yet so she leaned over and started to lick it. Slowly it started to get hard and when it was hard enough she put it into her mouth. She gently and slowly sucked on the top of the dick. Her tongue ran over it doing anything she could think of to arouse him. She was getting turned on as well knowing the kind of power her body had over his. He was moaning more now, his hips would thrust slightly now and then so she started to get more into it.

She started to really get into it, bobbing her head up and down as her hand started to jerk the base of the shaft.

This was the time that Peter woke up, he had this dream of some women giving him a blow job at the elevator at work when he suddenly woke up to the warm and wet feeling around his cock. He looked down surprised to see Carol giving him a blow job. The sight of her was nearly enough to make him blow his load into her mouth. "Is this a normal morning greeting?"

She stopped for a bit as her hand gently ran over his length, "Just wanted to thank you for last night."

"Well you're very welcome," He told her smiling. "Although I haven't thanked you yet, how about turning around a bit?"

She was surprised by this he actually wanted to eat her out? He really was very caring for his partner. She turned her body and shifted slightly as her pussy was lined up with his face.

Peter looked at the perfect looking pussy in front of him, it was shaved down with no hair at all, smoothed to perfection. He pulled apart her labia and it was light pink on the inside. He ran his tongue over the sensitive skin hearing her moan as she took his dick back into her mouth. The moaning she was doing felt really great around his dick. He went to work on her though not wanting to make her do all the work here.

His tongue would trail over her inner pussy, he tried this trick he learned about making the alphabet with your tongue. It helped to keep things unpredictable and it helped him learn where she was really sensitive. A few times he found her hips jerking from certain movements of this tongue. He felt himself nearing but he wasn't so sure about her. Peter decided to take it to the next level. He focused on her now erect clit, sucking on it as his fingers started to probe her.

Carol was loving the attention he was giving her now, plus his two fingers going in and out while he worked her clit was making her reach her orgasm. She couldn't help it she pulled his dick out of her mouth to cry out in joy and pleasure at what he was doing. Her hips jerking along with his fingers as her hand tried to jerk him off.

"Oh god, oh god that feels so good Peter, don't stop! I'm nearly there." She told him.

He smirked, if she thought that was something she didn't know what was coming. He had found her g-spot last night and if he was right, he was keeping that for the ending and now he curled his fingers just right trying to find it.

"AHHHHH!" Carol screamed out suddenly as a jolt ran through her body. "Oh god!" She felt herself orgasm as Peter hit a spot inside of her that not only reached the end but pushed her over it. She calmed herself down as she came off her orgasm. Maybe Simon had been right about orgasms in the morning were better than coffee.

She noticed that Peter hadn't came yet and turned around to face him. She smiled at him as she placed his dick between her large breasts. "How to you like this?"

"Oh man that feels so great," Peter was surprised by how soft her breasts felt. His dick was already slick with her saliva and some precum, not to mention he was close to the end as well. He looked down to see her sucking on the head of his penis. "Oh shit...shit...I'm going to cum!"

He watched as she gripped her breasts and quickly tit fucked him to orgasm. He saw his cum shoot out, she closed her eyes turning her head slightly as his sticky hot cum hit her. She felt it land on her cheek and face and on her breasts.

"Oh man...it's been awhile since someone did that." Peter told her, the last woman that had used her tits on him had been the last time he slept with Black Cat.

"Well I don't do that for just anyone," She told him in a sexy voice. "You earned it. Well I think I'll hit the shower." Carol stood up and went to the bathroom, she wanted to get it off soon or else it would be a pain later. She had learned the hard way that if you didn't wash it off she would smell like cum for the rest of the day unless she covered up the smell.

-A little later-

Carol ran the warm body over her body, her hands caressing her body as the soap worked itself over her skin. She still felt slightly sensitive from the morning little wake up sex they had. Although a part of her still felt like she wanted a bit more. She thought about how Peter's hands felt on her skin, kneading her breasts, his tongue on her clit, his fingers pumping in and out of her. She felt her own fingers starting to play with her clit as she moaned out. She remembered his teeth on her nipples, the tongue licking them and sucking on them. Her other hand got rid of the soap as it went to work on her left nipple. She could feel the nub getting harder now.

"Oh god Peter," She moaned slightly feeling her hands going to work.

Peter was near the door, he was about to ask her what she wanted for breakfast when he heard that. Then he heard the other slight moans she was making, the same they had made last night only she was trying not to be so loud. Apparently she forgot that a shower actually amplifies sounds. Just listening to her and the images of her in the shower masturbating and thinking about him, well he suddenly found himself getting erect.

The little morning activity still fresh, he could still feel her lips around his member and he remembered how good and tight her pussy had felt. He figured that if she wanted more, he might as well indulge her. He silently slipped into the bathroom and gently opened the shower curtain a bit. Her eyes were closed as she was fingering herself. He slipped in and wrapped his arms around her.

She gasped as she jumped at the contact, feeling his hard body against hers and the hard length pressed against her ass.

"You know, we could share the shower to save water and I could wash your back, or front if you need it." He said into her ears a she started to kiss her neck.

Carol felt a shudder along her spine, this was so much better than just her fingers. She moaned as she pressed her ass against his member hearing him growl into her ear. Then his hands went to her stomach, caressing it as they moved over her body. She felt all warm inside and she was eager to have him inside of her again, but she waited instead. She felt his fingers slid along with hers as they helped to work her pussy. The other went to kneading one of her full breasts as he sucked on her neck.

"Ohhh that feels good," She moaned as her free hand went to grab his dick. She slightly started to stroke his member feeling the hardness of it covered by the soft skin over top.

"I want you so bad," Peter moaned as his fingers went to work rolling her nipple.

"So do I," She said as she placed her hands against the wall in front of her. She looked over her shoulder as him as the water of the shower ran onto her back. "Go ahead and take me."

Peter gripped her hips as he guided himself to her entrance he pushed in as he listened to the sexy moan she made. He started working into her softly, thankfully his feet were sticking to the shower floor otherwise he might not be able to do this. Carol for her part used a bit of her flight power to keep her stable as Peter's member pushed its way to her depths. She pushed back as he thrust forward, she felt her heavy breasts sway with the motions as his hips slapped into her ass.

She was trying not to push herself too hard against the wall, last thing she needed was to break the wall but Peter wasn't making it easy. He really could fuck her well, hell he was a surprising stud. She was wondering just how much of that spider bite had given him, strength and certainly super human stamina.

Peter was learning to love the feel of her pussy, it was so tight around his cock it was amazing. He thrust in harder not having to worry about her safety something that was really nice. To finally let loose and not have to worry about hurting the woman he was with. He could feel his tip pressing against her cervix in his position. He would pull out nearly to the head and then he tried to angle it so it would run along her g-spot. It wasn't that easy, with her moving back he would miss at times but from her moaning he was still doing a good job.

He groaned feeling her flex her inner muscles it was close to heaven at this point. Sure he hadn't had many women but there was something about fucking a super powered one that went beyond the normal. Although the only women that had been amazing had been MJ and Black Cat, not that he had many besides them. But Carol was now one of the top three women he had fucked in his life.

"Faster Peter, I want it faster," She called out to him.

"Sure thing," He said increasing their pace as they moaned out in pleasure. The hot water gave a unique sensation and the way her wet hair plastered to her skin was such an erotic sight to him.

But even he had his own limits and he was reaching that. "Damn I think I'm going to cum Carol."

"Do it, cum in me, I want to feel it Peter." She told him. She was on the pill and after all he had came in her multiple times last night not like he could do any worse. Plus there was something to say to actually feeling the dick. Sure she used condoms on her unsure and unsafe days but going bareback she could feel everything about his dick. Feel every vein as it rubbed her sensitive walls and the feel of his hot semen shooting into her also felt great.

"I'm cuming, I'm cuming," He groaned hammering her faster now.

"So am I, oh fuck, I'm cumming Peter!"

"Oh-ahhhhh!" Peter pulled her ass to him feeling his sperm shooting out.

"Ughhhhh!" She shuddered feeling his dick press against her cervix as his cum blasted it.

Both stayed in that position as their mutual orgasm slowly faded away, Peter leaned forward as his body pressed up against hers his hands caressing her breasts. Although her arms were tired from the strain it was well worth getting off. She just wanted to stay like this for a bit, feeling him still inside of her, his penis slowly deflating as she felt his warm cum settle. She could swear she could feel her heart beating against her chest.

Peter needed to catch his breath at well, his legs were starting to protest and he might have pulled strained a calve muscle but he didn't care at the moment. He just wanted to feel this sex goddess in front of him. The softness of her wet skin, the heat of her body against his, it had been so long. He hadn't had a moment like this since he had dated Mary Jane. He did miss her from time to time and still wondered why they hadn't worked out. But it was moments like this he missed, the moments after it all.

Black Cat was more animal sex and then redress and get going. She wasn't into the whole cuddling after sex type apparently or she was just using him for sex. She did ask him to keep the mask on from time to time, he didn't like that but hell, for pussy like hers he would do it now and again. Although Carol was so much different, she was something unique.

She was a costume hero like himself, she liked it hot and heavy and she liked to be held after it. It was like the best of both worlds, like someone merged MJ and Black Cat but added in other unique qualities.

He had no idea where things would go between them, but in that moment he really considered maybe they could be more than friends. More than just two people having amazing sex with each other but only time would tell between them. He had felt this emptiness inside of him for the longest time. After MJ had left his life he felt this great emptiness. It was like when Gwen had died for some reason he never understood it. Maybe Carol could be the one that could fill that strange missing piece again.

After the shower they both felt hunger, they had worked up an appetite and both agreed to help cook. Of course they were only in their underwear at this point, Peter only having his costume didn't feel like wearing it would be a good idea if the curtains were open. Carol did it just so Peter didn't feel overdressed. It was a nice breakfast too, they sat down and talked as they ate. It was just a normal conversation, like it was something they did all the time.

Peter redressed in his costume, with luck he would be able to get back and change and then get to work. But before putting on the mask he felt like he should say something. In fact it was something that had been on his mind all morning. "So Carol..."

"Yes?"

"I was wondering, do you want to go see the Red Sox against The Yankees? I know you like baseball and all and I was wondering if, you know, you wanted to go?" Peter nervously asked. He wasn't sure why, they already had one date and sex both last night and today.

Carol smiled, "You asking me for a date?"

"Well...yeah."

Carol was jumping in her mind, "Sure thing, and I can't wait for Boston to win."

"Like the Red Sox and beat the Yankees." Peter shot back in good nature.

"You want to bet on that?" Carol asked him.

"What are the stakes?"

She moved up to him and ran a hand over his chest, "How about, loser gets to do what the winner has to say for the day?"

Peter gulped thinking about that, either way both won really and he knew what she was implying. This was really turning out to be a very interesting relationship. He wasn't sure if they were an official couple yet but he was really considering it. She was beautiful, sexy, had a good sense of humour and seemed to like his jokes. Plus how many women liked baseball and could compare which hot dog venders were the best to be found around Times Square?

"You're on." He said putting on his mask and swinging away.

Carol watched him go with a silly smile on her face, she had another date. She couldn't believe it but this went a long way to maybe making this some kind of 'thing' between them. She went back to her bedroom seeing the state of her bed, the smell of sex slightly lingering still. She sighed a she fell back onto it. She would have to wash the sheets but damn it was worth it.

TBC...

AN: I haven't kept up with Spider-Man much since One More Day so I'm not sure if Peter is still rooming with Michelle Gonzales and I honestly couldn't find any information about it. So I'm working with the best info I have a the moment.

Marvellous Spider-Man. Also remember to review if you have any suggestions on what you would like to see Spider-Man and Ms Marvel get up to.

Chapter 3

If there was one thing Peter hated it was how things kept getting in the way of his personal life. He was on his way back to his place to change and get ready for the date with Carol when of course something had to happen. And it just had to be one of the more annoying people he usually ran into.

The new Stilt-Man, Peter wasn't sure who the new guy was although he had heard that last guy was blown away by the Punisher. This guy seemed just as annoying as the first, honestly, who thinks that just because you got a suit that makes longer legs makes you a good villain?

Currently the guy was running down a street, crushing a few cars and running from the cops, but from the traffic the cop cars weren't able to follow him. How the police could get to anywhere at times in New York traffic was a miracle to Peter.

"Alright buddy, pull over the legs and just surrender so we don't have to do all this. I got a hot date and I don't want to keep her busy because she can be scary when mad," Spider-Man said to him swinging next to the would-be villain. Honestly he was a bit scared of what would happen if Carol really lost her temper, she could kick his ass easily and he didn't want to figure out just how she got when pissed.

"Think again, with this suit I'm invisible!"

"Yeah...leg powers make you invincible," Peter said dryly. "Okay you know what I can't drag this out so no jokes, with the exception of you that is, and a quick beat down for you."

He gave a quick kick to the man's chest knocking him back, thankfully it seems the guy was really not used to the suit yet. He fired a web lined to the feet and pulled making the man fall onto his back. He quickly as could webbed the legs onto the buildings on either side, making the man's legs stuck in the splits position. Peter ignored the man's protests, he really didn't have the time for this he was just thankful it was one of the D-rank villains.

He just hoped that his roommate Michelle Gonzales wasn't home, ever since the Chameleon posed as him and fucked her, well things were awkward between them. He really needed to find a new place to live and soon or else get sucked into more drama he didn't need. Plus with Carol in his life, well he knew full well two women were always a bad thing. That whole thing with MJ and Black Cat was a sore reminder and it's not like he could have gotten both to go with it...although...he pushed those thoughts aside. MJ was gone off in LA and Black Cat, well that was something that would have to stay professional now.

Besides with Carol he needed to focus his time on her, she really was a great woman and if things worked out maybe something more long term. It might get a bit dicey while being on the same team and all as he had never dated anyone while on the Avengers. He just hoped that didn't ruin things.

-Ms. Marvel's Apartment-

Carol was busy herself, mainly trying to figure out what to wear. This was just a regular date but she always got like this. What was appropriate for this kind of date? She wanted to look good but not too good, something simple but also something that Peter would like to look at. It was of course at that moment that her phone rang. She sighed going over to the small table that had it.

"Hello?" Carol said in maybe a bit too much irritation in her voice.

"Is this a bad time?"

"Jessica, sorry just stressing a bit," Carol smiled at the voice on the other end. Jessica Drew the original and now current Spider-Woman had become a good friend when they had been Avengers and trying to take down Norman Osborn. She couldn't blame the other woman for wanting a good friend at that time either. She had only just woke up to a world gone nuts, plus having that Skrull Queen of all people impersonate you, well many were still a little guarded around her.

"So talk, I was just going to see if you were busy but I guess you are," Jessica smirked on the other line.

"Yeah I have a date and I'm trying to make a good impression but still casual."

"I thought you and Wonder Man were history?"

Carol rolled her eyes, "We're still just friends now, I'm seeing someone else."

"Anyone I know?"

Carol paused at that, was it okay to say who she was dating? Jessica knew Peter too plus it wasn't the first time team members dated. Although it was only a second date and they weren't exclusive or anything, not yet anyway. Deciding that it was okay she told her. "I'm going to a ball game with Peter."

"Peter?" Jessica thought of a few Peter's she knew but there was one that she thought only she and Carol knew. "Peter Parker?"

"Yep."

"Wow really? I didn't think you two were seeing each other, when did this start?"

"Not long actually, this is only our second official date. But I'll admit he's a really nice guy, most likely why I started to like him. I mean I know we got off on the wrong foot at first, with the whole civil war thing and me trying to arrest him in that."

"Glad I missed that to tell the truth," Jessica said honestly. "God, all the things I missed. I'm still trying to catch up you know. Although sometimes those jokes of his do get a bit tiresome."

"I like his jokes," She told her friend. "I mean it lightens the mood and given all the crap that's happened and what who knows will show up, we could use something to lighten the mood. Plus he's a really nice guy and he really tries to pull his own weight. I can't help but respect him, even after all the bad press and some of the worst things he just keeps getting back up and keeps going out there."

"Wow...sounds like you really fallen for the guy." Jessica said hearing Carol talk about him. "So...how is he in bed then or have you gotten that far?"

Carol could only smirk, "Oh trust me it's no wonder he's sometimes called the Amazing Spider-Man."

"Serious?"

"Yeah, he's very attentive and he fucks like a machine, I mean talk about stamina."

"How big?" When Carol told her she didn't believe it. "Bullshit."

"I kid you not," Carol laid out several pieces of clothing on her bed with the phone held between her ear and shoulder.

"Jeez...Maybe I should have asked him out when I had a chance." Jessica joked.

"Hands off he's mine," Carol warned her.

Jessica just laughed on the other end, "Don't worry I'm not the type to sleep with a friend's guy just like that you know. Anyways sounds like this could be something special, I hope things work out."

"Yeah same here...so...can you help me pick something out?" Carol sighed looking at what she had to choose from.

-Later-

Peter was glad that he had arrived on time, given his life getting on time for a date was a hard thing as usually something always seemed to come up. He knocked and waited, hoping that he wasn't too late. He really had to bust his ass here just in case he was running late. It was one of the curses of being Spider-Man, it always got into his personal life at times. When the door opened there stood Carol, in jeans, a t-shirt and a sports jacket. Her hair was in a pony tail in a ball cap and she looked good even in normal wear.

Especially since the jeans really showed off her hips and legs as they hugged her body just right. She must have caught him looking as she gave him a coy smile, slightly shifting her hips. "Hey."

"Hey, you look great," Peter said bringing his eyes to her face which was still something that could turn heads. Honestly she really was a knockout blond, that mask really did hide her face.

Carol was glad that he liked her outfit given what she went through to get it. Looking him over she had to admit he looked nice too. He really was the cute looking normal guy that girls found attractive. Plus his warm and open personality really drew you in, at least it did to her. It was so nice to finally meet a really nice guy that made her at ease, someone she could also respect on the battlefield...and was a great fuck that didn't hurt.

She tried to fight down those memories, she wanted an actual date and not for them to get each other's clothing off and for her to feel him against her. "You look nice, so we better get there before things get too crowded."

"Yeah no kidding, plus we might want to hit the food stands first before we sit or it will take forever with the lines." Peter said as she locked up and they were off on their way.

"Yeah that can get insane, I once stood in line for over half an hour and missed a great triple play. I swear I nearly ripped the seat out of the stand," She told him as they shared a bit of a laugh.

"Yeah but you'd think with ticket prices they could at least knock down the food bills," Peter sighed. "I mean with how much I can eat with a slightly higher metabolism it can get expensive."

"Oh god that is too much," Carol agreed with him she was in the same boat. She could eat all she wanted and not really gain weight, since her body burned it up really fast. Something a few female friends had claimed was totally unfair. "Doesn't help that the food can be really good too."

"I think it's part of a sinister plot," Peter told her. "I mean I think they put something in junk food that compels people to eat it, so they keep buying it. I'm sure there is someone out there that makes this stuff and sells it as some plot to take over the world." He saw the odd look she was giving him. "Hey I've seen and heard weirder stuff."

She thought about it for a moment and decided not to comment on that, she had seen a lot of strange stuff too and what he said wasn't the strangest. What that said about her life she really didn't want to think about. So they went on their date to the ball game. They rode the subway there, got their food and finally got in their seats just after the game started. Of course it was a bit of fun to root for their own teams, especially what was at stake of which team won.

By the time the fifth inning the score was pretty close and looked like it could still go either way. That is until the first drops of rain fell on them. At first Peter thought it was nothing but when he felt something wet hit his face again he looked up to see dark clouds.

"Oh come on," Peter groaned he swore that there the news said there wasn't going to be any rain. Then again he knew first hand thanks to J.J. that the news wasn't accurate so why should weather forecast.

"Are you fucking me?" Carol said in obvious anger at the sky. "This is my first real day off in weeks."

"Is it just me or do your dates also get something to interrupt them?" Peter asked remembering how their dinner date had been interrupted.

"I wish the X-Men were still near here, didn't they have someone that can control the weather?"

"Yeah Storm, never a weather controller around when you need one," Peter felt more rain falling now. "Oh man we are so going to get soaked.

-Carol's Apartment-

Carol opened the door as two very wet adults entered. The game had been called off on account of a freak rain storm, of course they had to take the long way home. She could in theory have just flown them but both agreed that if anyone saw her fly off with someone and knew him it wouldn't be good for Peter. People would ask questions, even in a city like New York with all the people that showed up here with powers.

Luckily the subway had been close to the game and also to her place, that didn't mean they didn't get wet, they did.

"I can't believe that happened," Peter said feeling like he just swam in the Hudson river only cleaner.

"I know and my team was winning too," Carol pouted she hated it when games were called off plus she had been enjoying herself. "Well we better get out of these clothes, come on I'll put them in the dryer."

"You got a dryer in your apartment?" Peter knew that a lot of apartments had their own laundry room. Having your own really sent the price up because it was a luxury. "Do I want to know how much that increases the rent on his place?"

"About as high as you might think but it's worth it," She said as she pulled open what Peter thought was a linen closet only to see a washer and dryer inside. "Whenever I have to clean my uniform I prefer them not to be seen or stolen. Had that happen before and I had to wear one of my older ones until I got a replacement."

"I thought you didn't really have a secret identity?" Peter watched as she started to strip and throw them into the dryer. At this point they already had sex so being naked wasn't that big an issue. He followed along being glad to get out of the things. Although he was careful not to throw anything like his camera and wallet in there, he lost over fifty bucks in bills the last time he had mistakenly left his wallet in the wash.

"I don't really," Carol explained clad only in wet black bra and panties. She unclipped her bra feeing her large breasts as she went to pull down her panties. "But when people think of Ms. Marvel they think of the black leotard and the mask, they don't really look at my face."

It made sense to Peter as she took a moment to enjoy the view of her bending over to take her panties off. Those long toned legs and that perfect ass, yeah, people wouldn't really look at her face all that much. He finished with his own clothing putting them in last. He closed the door and was about to ask her what setting when he felt her naked body pressing up against him.

"Uh...Carol?"

"I was cold and needed to warm up," She said hugging him close, it was partially true, she was cold but it was also an excuse to pressed up against his naked body. Her hands were slowly ran over his body feeling the hard muscles. Slowly her hands went lower and suddenly found something else that was hard. "Well looks like you're getting eager."

"I have a sexy woman naked woman pressing against my back, if I wasn't then I would be worried." Peter told her loving the sensation of her pressed against him. He quickly turned around to capture her soft lips with his own, feeling his body pressing against hers. His hands roamed over her back as their kiss deepened and intensified. One hand slowly stroked her spine working its way down to her ass and grabbed it.

She moaned into his mouth pressing up against him more. Peter quickly picked her up and placed her on the dryer. He started to kiss his way down her body as her hands ran though his head. There wasn't much head room but she could just fit without hitting her head.

"Oh fuck this feels nice," She sighed feeling him kiss down the front of her body.

"Then let me see if I can make it better," Peter said as he pushed her legs open. He kissed her thighs and started to tease her pussy before he started to eat her out.

The sensations of his mouth and tongue with the vibrations were an unexpected bonus for her. She started to breathe deeply as Peter worked her body up.

"Ohhh that feels so nice," Carol told him. "Come on, I want to feel you inside of me."

Peter stood up and lined his cock with her pussy slowly inserting it inside of her waiting body. Her skin was warming up but her insides were already warmed up and he could feel she was wet. He grabbed her ass as he started to thrust up into her.

Carol eagerly wrapped her strong legs around him as he entered her, pulling him close as she felt his dick fill her up completely, the vibrations of the dryer added to the sensations as she cried out in joy at it. She loved how he filled her up and the shaking of the dryer was like having a live vibrator inside of her. Granted with Peter she may have to place that device away as her nights were getting less lonely. She moaned feeling him kissing her neck as she grinded against him.

Peter thrust as deep as he could into her, she really was wet and the way she was shaking was strange but felt great. He felt her breasts pressing up against him as his hands roamed over her back. He traced her spine feeling her react to his touches. Her skin was slightly damp but she was getting a lot warmer now. His hands went to her ass as he squeezed them, hearing her moan into his ear in pleasure. She started to nibble on his ear lobe as he felt her hands lightly running her nails over his back.

They lost themselves as they fucked each other to their hearts content.

"Oh god fuck me, fuck me hard!" She screamed out holding on to him. "You feel so big inside of me Peter!"

"You feel so good," Peter moaned into her neck. "Oh fuck you're just so hot."

"Keep fucking me like that! Ah! Oh god yes! Yes! This feels so good!" Carol cried out humping him for all she was worth. The vibrations with his dick were nearly too much. She had never had sex in a position like this on her laundry machine before but she was starting to think maybe she should do it again. She felt the orgasm building up inside of her.

"I'm cuming, I'm cumming, oh god Peter, I'm...CUMMMING!" She started to jerk slightly as her body was rocked with her orgasm and Peter was still thrusting into her body.

"Oh god I'm going to cum," Peter told her after a moment, he felt her juices from her orgasm along his shaft and she felt so incredible he couldn't stand it anymore.

"Pull out," Carol told him pushing him away. She felt down in front of him as she placed his dick between her breasts. "Sorry but this is a bad time for you to cum in me."

"Oh, no problem then," Peter sighed feeling those massive tits against his member. "Ugh, fuck I think I'm at my limit Carol!"

She took his dick in one hand and took most of it in her mouth, she jerked him off with the hand and using the other she placed it on his balls. She gently rubbed them and then moved behind that gently pressing the area there. For some reason this brought Peter off as he shoot his load into her warm and wet mouth. Carol could feel the pulsing in both hands as his warm fluids entered her mouth. She swallowed it all making sure to take it all. When he was done she started to lick him as clean as she could.

"Fuck, what was that thing with the hand?" Peter asked.

"Something I heard from Natasha," Carol told him with a smirk. "Apparently it can be great if done right."

"Damn what else does she know?" Peter laughed as he could help but watched the beautiful blonde cleaning his dick. She really did look really sexy doing that at the moment, he could already feel himself getting ready again. It was a good thing he had enhanced stamina at moments like this.

"I honestly not sure," Carol said gently stroking his dick. "Maybe I should give her a call sometime. So, you ready to take this to the bedroom?"

"Oh you bet," Peter smiled at her as she got up. He followed behind her as they entered, then he grabbed her in his arms and started to kiss her neck, he felt his slightly erect member pressed in between her perfect ass. His hands went to caress the front of her body. He loved the sound of her moans as he went to work on the beautiful body of hers. His hands caressed and squeezed her breasts, he could feel her still hard nipples against his hands, her body still warm from the sex they had finished up.

Slowly he moved her to the bed, his fingers starting to stroke her mound, this caused her to gasp slightly as her hips jerked. She was still a bit sensitive from her last orgasm there and his fingers worked their magic on her. Her hips would move with his hand as she moaned out her body nearly shivering with anticipation.

She couldn't take it anymore as she turned around and kissed him leading them both onto the bed. Carol broke the kiss as she crawled onto her bed, she pulled open the drawer of her nightstand looking for a condom. She kept them around just in case, after all sometimes the guy would forget and there was no way she was going to slow down now. She got one out and easily ripped open the package, turning around she was facing Peter's crotch as she gently placed it on his dick. It was still hard and she gave it a few jerks to be sure before turning around.

"Come and stick that in me," she told him.

He grinned as she got on the bed behind her, a little positioning and he had his cock slowly moving inside of her pussy. Even through the condom he could feel how warm she was on the inside. Peter gripped her hips as he started at a slow pace to get things started.

"Uhhhhhh," Carol moaned as she felt him reach right up to her cervix, she loved how he filled her out in his position. She moved her body with his, thrusting back as he thrust all the way inside of her. "Oh god that cock feels so good in me," She moaned.

"You're, uh, very tight, uh, as well, urg," Peter grunted as he started to slam his thick cock into her tight hole. He ran his hand over her spine, massaging the area. She moaned at his touch as she felt it along the nerves in the area stimulated. "There...anything you'd like." He asked her holding her hips.

Carol usually was very reserved and controlled person but with sex she could finally let herself go a bit. With Peter, she felt like she could finally let herself go all the way, it was thrilling to just let her passions and sexual cravings out. She trusted him and she wanted to feel all the things she had fantasized about but had only let a few men in on them.

"Spank me." She said in a husky voice. "Spank my ass as you fuck me."

Peter always wanted to try that, plus she had an amazing ass. "like this?" he swatted it as the loud smack was heard.

"Harder," Carol told him. He did so again and she felt a bit of a sting. "Harder! I like it hard!"

So Peter put more into it, a very loud smack was hears as Carol screamed out at the feeling of it. Although she was stronger than him and built more solid, Peter's enhanced strength let him give her the kind of pleasured pain she wanted. "Yes! Like that!"

So Peter went on to smack her ass as he fucked her doggy style, each time his hand landed small red marks would slowly started to appear on her ass. Carol would cry out with each one but she also tightened up in her pussy with each time. If Peter thought she was tight before, it was certainly different when she flexed from the spanks. When his right hand started to get tired he used his left.

"I"m cumin again, oh fuck Peter you're amazing!" Carol told him feeling herself on the brink.

Peter wasn't too far either and he bent forward and held her shoulders, using them as leverage he pulled her against his cock as he thrust as hard as he could. Carol threw her head back and cried out as he did this feeling herself starting to get off.

"Oh fuck!" Peter said as he couldn't hold it anymore. He thrust as hard as he could burying himself inside of her as his dick pulsed out, the condom being filled with his hot seed.

"Awwww," Carol felt his cock pulsing and the slight feel of the condom being filled. She only needed to thrust back a few times before she reached her final orgasm. She collapsed forward her ass still sticking up as Peter held her waist. She was breathing hard and sweating from the heat of their bodies made. She moaned well she felt him slip out of her and heard him go to the bathroom to flush away the condom.

She just lay there breathing heavy and enjoying herself. That had been incredible, her body tingled slightly. Despite the rain and the game being called off she would call this a good day. Peter came back and slipped next to her on the bed. They shifted so her back was to him with his arm holding her close.

Carol smiled feeling him kiss her neck and shoulder. "Hmmm, don't tell me you're up for another round?"

"Sorry but I need a bit of a break," Peter told her honestly.

"I could use a breather too," Carol said as she shifted around to face him smiling at his face. "You really are a catch you know that?"

"I could say the same," Peter said looking into that beautiful face and eyes.

She snuggled in as close as she good, "That's good to hear," She kissed him. "Because if this keeps up I might just keep you." She kissed him again and again.

They spent the next ten minutes simply kissing and caressing each other. Even when their clothing was dry they had decided to stay in bed for the next few hours exploring each other's bodies and just holding each other into the night.

TBC...

Chapter 4

It had been a couple of months since Peter and Carol had started dating and thing had been going well, at least as well as two heroes could be. Sometimes they couldn't make it for dates because something came up, Peter's busy life didn't help, or that after a major mission in the Avengers both of them just were too tired to go out. Although there were the good moments, sometimes after a mission they would just retire to one of the two rooms they had at the mansion. They would lock the door, unmask and just sit back and enjoy a movie or something.

When they did have time together they spent it out on dates, both in and out of costume.

Of course by this time everyone knew they were dating, it was kind of hard not to notice with the way they were around each other. Thankfully for the most part the team was fine with it, although Hawkeye did seem to enjoy rubbing it in with Peter.

Currently Peter was out on top of a high building in Manhattan as he was just waiting around for Carol to show up, they were supposed to meet up in downtown given that she wanted to learn a bit more about the kind of work he did as Spider-Man. She had never really done the whole patrol for small criminal thing, so for the past few days he was showing her what he learned over the years. Plus with an Avenger like her around, he didn't have to worry about cops or that Spider-Man task force, they wouldn't dare mess with her and he was glad for the change of pace.

So here he was sitting on a building in costume waiting around for her. So far it looked like it might be a nice night out. Hardly any crime and no major super villains out causing all kinds of trouble, if he had known this was going to happen he would have instead asked Carol to go out. Calm nights like this were sometimes a rare thing.

Oh well, at least they could spend some time together.

"You look like someone that got stood up for a date," a sensual voice from behind him suddenly said.

'Oh man...not her, not now,' Peter thought as he looked around to see Black Cat behind him, looking just as sexual and alluring as she always did. He hadn't seen her for some time in fact the last time had been in a hotel that didn't ask questions. At least he assumed they didn't unless she led him to just an abandoned room for that.

Ever since his breakup with Mary Jane, he and Black Cat would sometimes get together and it would sometimes lead to sex. Of course she always insisted on the mask staying on, which was kind of hurtful. She wanted Spider-Man, not the man under it. Of course sex with her was mind blowing and it wasn't like the women beat down his door. But things were different now and he would have to tell her.

"Actually I'm waiting for someone," Peter said standing up to face her.

"Oh? Did you and Red get back together or are you waiting for someone else?" Black Cat smirked slinking her way over to him, making sure to sway her hips to make him look. She ran a hand over his chest grinning at him.

"He's waiting for me," A cold female voice said startling both of them.

Felicia looked around and then up, she was shocked to see none other than Ms. Marvel floating there in the air, with her arms crossed and a not too pleased look on her face. The mighty woman floated on down to their level, giving Black Cat a not too kind glare of annoyance.

Felicia had never met the woman in person, looking her over. She was every bit as sexy as the photos, more so in person which slightly irritated the former thief. She had hoped that the new woman in Spider's life would have been someone she could compete with. Oh sure in looks they were pretty much even, but in a fight she knew that the woman before her would rip her head off if she wanted to.

Carol looked at the black leather clad woman, she had already met her and already she didn't like this woman. Her figure was too much of a close match, actually maybe she was a little less muscle and more curves. Well she just figured that the woman also had implants, at least that's what Carol figured as much. No way were those natural, okay she knew she was one to talk but she didn't like the woman so she could think what she wanted. Carol also bet that the woman at least dyed her hair that color.

Oh yeah, she didn't like this woman at all and they had already met.

Felicia turned to Peter and gave him a sultry look, "I see you still have a thing for blondes, I thought you had turned your taste for red heads or is it something else that you look for in your women?" She asked making sure her cleavage was in plain sight.

Peter may not have had his spider-sense going off but that didn't mean he didn't sense the danger of the situation. He could just feel Carol fuming, MJ got like this at times with Felicia as well, thankfully those two managed to work thing out but that took years. This was quickly turning into a major problem if he didn't do something.

"Anyways, Ms. Marvel and myself have plans for the night so..."

Black Cat sighed and walked off, "Say no more. Lucky girl that she is to get you all to herself, unless she's willing to share?" She saw the murderous look Ms. Marvel was throwing her way. "Doesn't look it, oh well, call me when your single again Spider."

She blew him a kiss before jumping off the building, firing a grapple line as she swung away.

Carol shifted her glare to Peter, "What was that all about?"

"She's...sort of an ex-girlfriend of mind," Peter admitted to her. "She left awhile ago and I moved on, she came back and well, okay, we did have a fling now and then after my last breakup but nothing solid. She actually prefers me as Spider-Man and not the guy under it. So it never worked out."

"Seems a bit 'friendly' for an ex." Carol told him crossing her arms looking away from him. She knew that Peter was a nice guy, but him seeing woman that looked like that, and the way she was over him, she didn't like it.

"Yeah...she kind of is like that," Peter really wished these two hadn't met. Felicia liked to play her little games a bit too much at times.

Carol thought about something, something that had been on her mind for awhile now. "Peter...what am I to you?"

"What?"

"What am I to you? Am I just someone you have a fling with now and then like with that woman?"

"Of course not," Peter went to her and turned her around to face him. "Carol, you mean a lot to me. I mean I got out of very long relationship, hell I was nearly married but it didn't end well. You are the first woman I felt that I could honestly have a real relationship after that."

"You're an amazing woman, you're strong, fierce, you don't show any fear, not to mention you're one of the most beautiful women on the planet. I'd have to be crazy to over look a great thing when I got it." He pulled her close to him wrapping his arms around her waist. "Carol, when I'm with you, the world seems better. I feel like things could finally go right in my life and I love having you as my girlfriend."

Carol always tried to keep the strong outward appearance but on the inside she wasn't as strong as people gave her credit to. She had suffered so much, lost loved ones, been tortured, hurt, put into a coma, lost her powers once. She had even been mentally controlled and basically raped and impregnated and her friends had just let her go off with that person. That had been one of the worst experiences of her life and it took a long time to get over it to the point she could have relationships.

Maybe that was why Peter meant so much to her, with him she felt safe, she felt that he would never harm her in any way. She pulled him close, it had been so long since she felt like anything like this. She felt closer to him than anyone in so long that it ached at times. A lot of the memories of her life she had lost emotional attachments too but with this thing with Peter was different. It was real and it was right now.

Without really thinking about it she pulled up his mask and kissed him. It was a deep heated kiss, one of longing and passion. Peter pulled her closer to him as she gripped the front of his costume. Together they kissed each other over and over, almost like they were fighting each other with their mouths. Carol had a crazy idea but she couldn't wait until after they were done. She wanted to feel loved and to show him how she felt.

Slowly she pulled away and got to her knees.

"Uh, Carol?" Peter asked her.

"Sorry, can't wait," She told him as she pulled down his pants and then his boxers. His dick was now in plain view as he started to panic and look around in case they were caught.

"Carol we can't do that here, someone might see us." Peter really didn't want to get caught but now she was holding his dick in one hand and giving it kisses with her luscious mouth.

"We're too high up, besides just keep calling me Ms. Marvel then if you're worried someone might hear us," she told him and then went to place his dick in her mouth. She started with the head slowly running her warm tongue over the sensitive tip.

"Oh fuck..." Peter tried to think what to say but honestly having his girlfriend giving him head at the moment, he was trying to find a reason to get her to stop. "Hell with it, knowing our luck who knows when we'll have a moment together."

"There's the spirit," She told him before going back to work. In no time he was already hard so she ran her tongue along the outside before bobbing her head back and forth. She could get half of it down her mouth but it was just too long for her. If she tried to go all the way she would only choke, one day she would learn to work it all. She used her hand to help jerk him off as she continued her blowjob.

Peter had to admit, getting a bareback blowjob by Ms. Marvel herself was one the best things in his life. His hands ran through her long blonde hair as he moaned feeling her go to work. She was actually pretty good at this, her teeth never came close to the skin.

Ms. Marvel pulled off him as she looked up sexily as she reached behind her neck. She undid the back as she slowly pulled her top down just past her breasts. She gripped both large breasts as she started to give him a tit fuck. "How does this feel?"

"Great, just perfect," Peter groaned feeling the large soft breasts rubbing against his erect and wet member.

She smiled as she rubbed his hard member between her large tits, she opened her mouth to take in the head as she used her breasts on his shaft. She could feel herself heating up as she was surprisingly getting turned on. The fact that she could get such reactions out of him made her happy, it gave her more confidence that she was the one he thought about and not that Black Cat woman.

Peter ran his hands through her hair as she started to suck him deeper, using her tongue to the best of her ability as her soft breasts practically engulfed his dick. He moaned out as he felt himself getting so hard from her work. God how he loved this woman, and that was when it really hit home.

Did he just think that? Did he really love her or was that just a word being thrown around. He still wasn't sure, he knew he liked her, that he found her attractive, that he deeply cared for her. Was it love? He wasn't sure but he felt that it was soon getting to that point.

"Stand up, I want to taste you," Peter told her as he didn't want to cum, not just yet.

She slowly got away from him as she pressed her back against a wall as Peter knelt down. She shivered feeling the cold night air on her naked breasts as Peter pulled the crotch piece of her costume to the side. She felt his hot breath on her pussy and then he slowly licked it. She gasped as she felt his fingers spread her pussy lips as his tongue began to work around the sensitive flesh. She felt his tongue trace over it, flicking her opening and going inside. He would alternate things to she would never know what he was going to do.

"Oh god, Spider-Man, you're tongue is magic at times," Ms. Marvel moaned as her hands went to her breasts. She started to fondle them, running her fingers around her nipples, pinching and rolling the nubs gently. She could get used to having him eat her out every day, although she much preferred his cock inside of her, well, a little longer for this first.

Peter started to stick a couple of fingers inside of her warm tunnel as his mouth found her clip. She yelled out as he saw her abs starting to clench, by now he knew her body well enough to know he was working her up. His prick was still hard and hearing her moans he couldn't wait to stick in into her. But he wanted to hear the words, he wanted her to ask him.

"Just say the word," Peter said before going back to her clit.

"Fuck me, fuck me now please!" Carol needed him her body was aching for him.

Peter took a leg and raised it as he lined himself up she took one hand to help guide him as he entered her. They both moaned feeling themselves connect; he pushed himself in as far as he could, filling her up completely. They soon started to move gently, getting used to each other. Peter kissed her passionately as they did, she kissed him in return, savouring the sensations.

The feel of him thrusting inside of her walls, of his costume rubbing against her bare breasts, the taste of his mouth, Ms. Marvel let herself go as she felt the pleasure coursing through her body.

Carol couldn't believe she was doing this, she was having sex, in costume on a building. Someone could find them, okay it was a tall building and they kept the masks on but still. But her body was giving her too much pleasure to really care. Plus it was kind of turning her on, the danger of it all.

She loved riding Peter's cock, the way it stretched and filler her out, how deep he could penetrate her. She felt his mouth on her neck as his hands gripped her ass, the way her breasts were rubbing up against his costume. The costume was actually giving her sensitive nipples pleasure as the rougher material was rubbing against them.

"Oh god, oh god fuck me Spider-Man, I want you to fuck me!" Ms. Marvel shouted out in pleasure.

"You feel so good," Spider-Man grunted out as he squeezed her ass some more, she really had one fine ass on her. He walked over and slammed her into the wall making her cry out in pleasure. "You want it rough today?"

"Yes! Give it to me, pound me hard, please!" Carol felt him increase his pace. She started out wanting to make love but it ended up as a hard fucking, not that she minded. She was loving this and the whole part that they could be seen was adding a sense of adrenaline rush to the whole thing.

"You go it, I love fucking your pussy Ms. Marvel," Peter said calling her hero name in case anyone might be watching, even if it was remote but still, it was kind of fun to call her by that name.

Sweat was starting to form on their bodies as they continued to screw each other, even in the cool night air the heat of their bodies was more than enough for them. Their moans and cries of pleasure filled the night air around them, the wet sounds of his dick sliding through her slick pussy, of their flesh slapping against each other.

Eventually though all things had to reach their ending.

"I'm coming, I'm coming, oh god I'm coming!" Ms. Marvel yelled out as she gripped the wall, her fingers digging into the structure easily enough from her super strength. She gasped as she felt her orgasm run through her body. Her body shook several times as it was rocked by the pleasure.

Peter felt her already tight vagina clamp down onto his cock, he nearly came right then and there. But somehow he managed to hold off if only for a little bit. He thrust into her feeling he was at his own limit.

"I'm going to cum...inside or out?" He quickly asked.

"Out," she told him feeling him withdrawing. She fell to her knees, they were a bit weak at the moment to stand anyway. She took his dick as she jerked off his shaft and once again placing the rest in her mouth. It didn't take long to hear him groan as she felt the familiar pulsing of his dick, it was quickly followed by the warm fluids of his cum. She swallowed every drop, she didn't want to get any on her uniform after all.

When he was done she sat back against the wall still panting. That had been fun, the whole danger of it all was kind of kinky for her. Peter took a moment to rest as well.

"Okay, that was a bit different," Peter said as the two rested a bit and were now fixing their uniforms.

"Yes, I...I don't know what came over me," Carol said blushing as she made sure her breasts were fully covered. She still couldn't believe what came over her, but the thought of maybe losing Peter, especially to that leather clad bimbo, was not something she was going to let happen.

"Well I'm not totally complaining if my girlfriend wants to get frisky," Peter joked. "Although I hope no one was taping that." Peter looked around to make sure, you never know. The last thing they needed was them fucking to be found online.

"I doubt it," although that didn't stop her from taking a look. The girls would never let her live it down, especially some of the more liberated ones like She-Hulk and Tigra, those two got flack for being very sexually active, they wouldn't think twice before calling her up about it.

"Although next time for being spontaneous let's at least make sure the place is comfortable," Peter said to her adjusting his mask.

Carol nodded, she had impressions of the wall still on her ass, hopefully it wouldn't last long and no one would notice. "Shall we go?" She asked him as she floated up.

"Yes, let me show you my New York and all the nasty things that happen to the more normal people."

"You sure know how to show a girl a good time," she smiled.

"You seemed to think so five minutes ago," he shot back as he swung off.

She smiled as she flew after him.

TBC

I Here it is the final chapter, hope you enjoy it.

Marvellous Spider-Man

Chapter 5

Spider-Man sighed at the table in the Avenger's mansion as he looked through the morning papers. He was with the rest of his team as they ate breakfast together. He actually did enjoy the meals they had together, it was like being part of a large family, well okay, maybe one of those weird comedy ones like the Addams Family or the Munsters.

"So what's got you all Mr. Gloom?" Jessica Jones Cage asked as she was feeding her daughter. "And knowing you when you get like this something must be wrong."

"Yeah got to agree with her on this one," her husband Luke asked as his wife brought it up. "Normally you'd be making jokes or at least acting like a kid at the table."

"Just having to look for a new place to live," Peter explained as he looked through the morning paper. "My roommate is moving out of the city and I can't afford the place on my own, so I'm trying to find someplace that's decent."

"Really?" Bobbi asked hearing this. "Is it really that much for you?"

"Yeah well you know I can't accept payments since Victoria Hand said I have to tell her who I am," Peter sighed as he sat back in his chair. "I mean she was working for Norman Osborn my nemesis, my Lex Luthor to my Superman, my Plankton to my SpongeBob."

"SpongeBob?" Luke asked him giving him a weird look.

"Hey, it was your kid that likes that show and I didn't have the heart to change the channel when it was on. For some reason she really likes it, not that I understand why." Peter shrugged.

"So why not move in here?" Ben the ever loving Thing asked.

"Well that could be cool," Peter said honestly. "But small problem, one being that this place it prime target for villains, I mean how long were we here before we got attacked?"

"Yeah I didn't enjoy that either," Jessica muttered to herself.

"Plus there is the fact that how would I explain things like why I'm living here, why my mail gets set to this address. Even if I used a mailbox, I can't use that as a living address. Plus I bet Ms. Hand wouldn't let me live full time without the whole real name thing."

"So I'm looking for a decent place that I can afford," Peter went back to looking. New York was expensive to live on your own, especially on his budget. He really didn't want to move back in with his Aunt, especially now. He really needed his own place, even if it was just a dump it would be something. The problem was that a lot of places he was looking at where slightly a bit more than what he usually paid for a place.

Carol heard his trouble and it got her thinking. They had been going out for a few months now and honestly, she really liked him. He was a stable type of guy that she needed in her life, plus he was fun to hang out with and treated her well. He was such a nice and lovable guy when you got to know him, strange how when they first met, she couldn't stand him. Plus her place was kind of lonely ever since she started dating him.

She actually had an idea but she wanted to run it by him when they were alone, she wasn't sure she could do it in front of everyone. So she waited until breakfast was over with and saw him leaving, so she ran up to him and called out.

"Hey beautiful, what's up?" Spider-Man asked smiling behind his mask.

"I have a thought about your housing problems," Ms. Marvel told him. She was glad no one was in the hallway so she decided to just get right to it. "You know we've been dating for awhile now and since we know each other I thought that, well, you can move in with me if you want."

"Seriously?" Peter was surprised she would offer this, yes they were pretty close in their relationship but this was a pretty big step. He had only done this once before and maybe that's why he felt some hesitation. MJ had been a big part of his life for a long time, but they had both moved on or at least he had tried. Maybe this was the final step in moving on with his life?

He had to admit that it was an attractive idea, he had lived with a woman before so he knew what to expect and all. "You sure you want me living with you Carol? I mean this is kind of big and stuff."

Carol nodded, "Yeah, I feel that we can do this, that is, if you want to?"

Peter only smiled as his hands went to her hips and pulled her close, "Actually I think I'd like to move in with you."

-A Week Later-

Peter had to admit he hadn't lived with a woman since Mary Jane (well he meant lived within a romantic way of course so his last roommate didn't count) but so far the move had gone well. He didn't have much stuff anyway and anything they couldn't fit in her place, was moved to the Avenger's mansion. It was a lot cheaper than putting it into storage and easier for him to get to as well. Carol for her part had to place some of her own clothing at the mansion just to make room for Peter's clothing.

She was surprised by how much less he had but at least it was a decent amount. She was a little nervous about all of this, it was a big step for her. She hadn't been this serious in a relationship in years. But it felt strangely right to her. She was also planning on a night with just the two of them as well.

It was late by the time the last piece was put away. Peter was hanging up his costume and the spares next to hers in the closet, placing the web shooters on the shelf over it in a special box for his gear. It was finally done and in all honesty it could be nice sharing a place with someone who he didn't have to keep hiding his secrets from. He could be himself and keep nothing back or worry about his hero life getting involved since Carol dealt with that kind of stuff as well.

"You know I've been meaning to tell you this but I've been telling my aunt May about you and she wants to meet you if you're up for it." He asked Carol.

She smiled at that, "Sure, you talk about her a lot so it's only fair I meet her as well." She wished she could show him off to her family but ever since she woke up from her coma she hadn't been close with her family anymore. All the memories of before her coma just held no emotional attachments, she knew that she once loved her family dearly but now, they were just names of people she knew.

It had been hard and awkward the last time she saw them, she hadn't even talked to them in a long time, normally a person would miss them or be sad but, there was nothing. She didn't like it but she couldn't do anything about it. So meeting new people and forming emotional attachments to them was one of the things she treasured given all that she lost.

She smiled as she looped her arms around his neck pulling him into a kiss. "You know, why don't you get comfortable on the bed, I have something special I've been saving and this is a special night."

Peter smiled as his hands caressed her sides. "I think I'm going to enjoy this surprise. "

"You better," She laughed as she went into her bathroom, well theirs now. Looking around she could already see the men products around the place, but only a few. She undressed as she got into the shower, letting the warm water run over her nude body as she quickly got a little clean. Carol opened the hamper she kept and pulled out the black silk nighty that she had hid there.

She slipped it on as it ended at her thighs, showed her impressive cleavage and was backless. It was a bit see through as well. She smirked as she saw herself in the mirror and could only imagine his reaction. Last step was for preparation, she didn't want to be interrupted once things got going so pulling open the medicine cabinet she pulled out the small tube of spermicide. Placing the substance on her fingers she gently worked it around her pussy, then inside of herself. After she was done she put it away, washed her hand and it was finally time.

Peter heard the shower and everything and was wondering what was going on. But he undressed to his boxers and got on the bed and waited. When she finally stepped out it was sure worth it. There she was looking like some blonde model, or playmate in that item. Already he could feel himself reacting to the sight of her. She smiled as she sultry walked to the bed, then she got on her hands and knees as she slowly crawled up to him.

He watched as she ran her hands over his thighs as she rubbed her chests against his crotch as she slowly moved up his body. He felt the soft fabric against his bare skin as she started to trail kisses up his body. He could smell the perfume she was wearing by now. Carol moved up to his neck as she started kissing him there, her hands running over his body. Peter ran his hands over her own body in return, feeling the soft skin of her arms and her body under her simple garment.

She got up higher, making a point to rub her front against his body as she captured his lips with her own luscious ones. Peter's hands ran over her sides, her back, gripping her finely toned ass finding out that she had no panties on. Carol's body was rubbing against him, she could feel the ache for him, to want to feel him fill her body, to touch her naked flesh. She had to force herself to take it a bit slowly as she took one of his ear lobes into her mouth. She lightly nibbled and licked it, making Peter shiver slightly from it.

He never thought his ear could be that sensitive but she really knew how to do it.

Soon Peter managed to turn her to her side, he kissed her neck and working his way down but one of his hands also ran over her thigh. Slowly he worked it up to her crotch under the nighty and he could feel the heat of her pussy as his hand gently starting rubbing it. He heard her moaning as her hips moved with his hand. Her breathing slowly got heavier as her started to work her body up. After a minute of this he slowly put on finger inside of her, feeling her warm and wet insides. She held him closer now as her body moved with his finger.

"God, where did you learn to use your fingers like that?" She panted out feeling him reach just right inside of her.

"Practice and natural talent?" He grinned hearing the wet sounds now coming out of her pussy. She was getting very wet now and he could feel her pressing against his erection. He really wanted to just bury himself into her but he wanted to make this last.

She pushed him onto his back as she pressed herself up against him. She ran her crotch against his hard length, moaning as she felt it rub against her sensitive lips. Peter's own hips moved with hers and he could slowly feel his boxers getting a damp spot on them from her sex getting wet. She suddenly sat up as she moved her hips, almost mimicking having sex with him as she gripped the hem of her nighty and pulled it up slowly. She smiled down at him as she pulled it over her head freeing her massive breasts. Peter's hands ran up her body feeling her warm up as he lightly caressed the two mounds.

Carol sighed in pleasure as she let her head fall back as they continued on.

"God you're so beautiful," Peter said to her.

"You're so good at this, I need it now Peter," Carol helped him out of his boxers as she freed his erection. She took it with one hand as she placed it in her mouth. She wanted to make sure he had enough 'lube' before entering her. She was wet but she wanted to be sure it was enough. She slowly bobbed her head up and down as Peter groaned. She tried to take it all down her own throat but she couldn't get it fully down. She pulled out and slowly licked it over every inch as she looked at him sexily.

"Fuck, you keep that up I'm going to cum," Peter groaned.

"Not just yet," Carol breathed heavily as she sat over him, positing him and slowly lowering herself onto him. Both groaned as she impaled herself onto him, feeling him stretch out her insides as she felt filled to the brim.

She started to lightly ride him as his hands explored her sexy body, she let out moans of pleasure as she closed her eyes and lost herself in the sensations. Soon she was riding him faster and harder, she leaned forward placing her hands on the bed as her ass bounced off his hips the room filling with the sounds and scent of sex.

"Oh god, oh god you're so deep in me, you're so big Peter," Carol moaned as she rode him her hands balling into fists into the bed sheets as she moved her ass up and down, moving her hips side to side now and then to hit those hard to reach areas inside of her. But he was so big it was easy for her to get him to those places. She felt his hands helping her to move with him as he thrust up into her with her down thrust.

She sped up her pace feeling herself reaching closer and closer to her orgasm, she was so close to an orgasm.

"Oh god, oh god, fuck me, oh fuck, fuck, uh, oh, god yes! Yes! YES! Peter!" She cried out as she came. Peter saw her throw her head back as she screamed out his name, her body tensing, her abs contracting as he felt her inner walls trying to milk him for everything he was worth. It was all he needed to call out her name as he felt himself release. He fired several shots of cum into her waiting body.

Carol collapsed onto him panting as she felt the warm cum seeping into her body. She sighed in contentment, having Peter as a lover was something she loved. He wasn't demanding in bed, he wasn't too intimidated by her, so they could just either make love or just fuck without any real hang ups. She rolled off him as she wanted to catch her breath, she could feel some of his cum slowly leaking out of her not that she cared about the sheets at this point. She was feeling too good to care, besides she planned to clean them tomorrow anyway.

Peter looked over at her form, her body had some sweat on it and her mighty breasts were heaving with each breath. He couldn't wait for long and needed her, although it might take a minute for him to recover but he had a plan for that. He ran his hand over her stomach sensually as she moaned happily.

"God don't you ever get enough?" She smiled as she closed her eyes feeling his palm caress her body.

"You complaining?"

"Hell no."

"Good," Peter started to kiss her stomach as he work his way up her body, his hand moving down to her pussy as his fingers played with her folds lightly. She was still pretty sensitive down there from her orgasm. He found her clit still erect and started playing with it. Carol's hips moved as she moaned out loudly. She just wanted to lie there and let him do whatever he wanted to her body, she loved the things he did to her.

Peter took one of her nipples in his mouth slightly licking it at first as he sent his middle finger inside of her. He could feel her insides were still very hot and also the wet fluids from both her orgasm and his, the mixed liquids oozed out of her even faster with him pumping his finger inside of her. Soon he started to suck on her nipple, he felt her hand reach around to the back of his head, pulling him in as he tried to take more of her breast into his mouth.

Peter moved his ring finger inside along with his other one so now he had two fingers working into her.

"Oh fuck! Fuck that's good!" Carol cried out as her back arched up in pleasure. "Fuck me, oh god Peter...fuck! Ohhh!"

Peter continued sucking on her nipples only harder now, he could feel the hard nub in his mouth as he tried to bite down on it, pulling it back making her hiss in pain and pleasure. His fingers worked even faster as her voice went louder. He could feel her inner walls contracting now and again and he found her g-spot. Now she was screaming out as her hips moved, he saw her powerful abs contract with along with her inner muscles around his finger.

"Oh god Peter, I'm cumming, I'm cumming again!"

He only sucked harder on her nipple, she swore that it was like he was trying to force milk out of her tit with how hard he was sucking but she liked it. Her nipples always were sensitive, her whole body started to move now, in every direction she had lost control as she just cried out constantly lost in her pleasure. Then she felt the orgasm as her body stiffened, her hips jerking as she came. Her mouth open in a silent scream as she leaked out lots of her fluids and Peter's out of her pussy. She had nearly squirted it out as she fell limp on her bed panting.

"Oh god, oh god, oh god," She only panted slightly over and over again.

Peter was nice and hard again as all her moaning and sexy noises only got him even more hard now. He pulled out his fingers, they were covered in juices now. He got into position as he turned her over, pulling her hips up he rubbed his cock against her vagina making her moan.

"If you're not up for this just tell me," Peter said although he hoped she would tell him to go on. He knew this was her favorite position after all.

"Do me," She moaned moving her hips back. She sighed feeling him enter her again. He could push his way even deeper like this as she felt him thrust into her, slowly at first letting her slowly get into it. He fucked her from behind hearing her moans, she really did have a sexy voice and when she moaned in bed it was even more sexy.

He gripped her hips helping her to move with him as his dick thrust against her cervix with each thrust. Peter eventually grabbed her arms pulling them back as he held onto them as he rode her, this only made her moans turn into cries of passion.

"Oh god yes! Fuck me just like that! Oh! Uh, god, ugh, oh fuck!" Carol was in heaven feeling him so commanding in that moment. Feeling his hips slap against her ass with each thrust it was amazing to her, she never knew why she loved being fucked from behind she just did. Maybe in her way it was the only way she felt she could really show that she accepted a man, to let him take total control over her.

She had issues with letting others have control, especially after her own will had been stolen as she had been forced into sex and then to give birth to that same entity. But she pushed that horrible experience away, with Peter she didn't have to worry about him harming her. She could freely let loose and enjoy their sex together, and she really did enjoy the sex together with him.

"Ugh, I'm...I'm going to cum!" Peter cried out thrusting even faster now feeling his build up nearly reaching to the end by this point.

"Do it! Fill me up, I want to feel your cum shooting all the way into me Peter!"

"Here it comes Carol!" He thrust one more time with a grunt as he held her against his hips, he felt his dick pulse as he filled her body once again with his sperm. She cried out feeling the hot liquid coating her insides. When he was done he let her go as she fell limply to the bed. Peter wasn't far behind as he lay down next to her staring up at the ceiling as he caught his breath.

For awhile Peter and Carol lay in their bed, covered in sweat. The sheets also covered in sweat and other fluids from them as well. They would definitely have to be cleaned the next day, and maybe air out the room, it was filled with the musky scent of sex. Both heroes were just enjoying the moment after sex. Carol moved over to rest her head on his shoulder as her arm wrapped around his torso. Peter shifted slightly so they were both comfortable.

"This I could get used to," she sighed happily against his body.

"Yeah, living with you is looking up," Peter said as he placed an arm around her waist, his hand lightly caressing her spine.

"I should hope so," she said. "God I'm going to be swore if we keep this up."

"Tell me about it, I don't think I could get it up even if I wanted to," Peter grinned at her as he ran a hand through her hair. You could hear the night life of New York outside as Peter looked down at the beautiful woman against him. He chuckled a bit making her look up at him.

"What?"

"Just thinking, how just a year ago we hardly knew each other, then you didn't like me for a time as well."

"I didn't really know you all that well at first," She admitted. "Didn't stop you from asking me out later on."

"You didn't say no either," Peter grinned at her as she smiled. "Personally I like how things ended up with you."

"Same here," She snuggled against him letting herself relax with him. She had no idea where this relationship was going or how long it would last. Both of them had very little in the ways of stable relationships. She hadn't had one in years, the few relationships she had, they hadn't lasted very long. While he on the other hand had gotten out of a major one, hell he had nearly been married. She never got that close.

Could their relationship go that far? Could she see herself with him for the rest of her life? Maybe, she wasn't sure but she was hoping to find out because right now in this moment, she felt better now personally than she had in a long time. Maybe he was the one for her and she hoped that she was the one for him as well.

The End


	3. Chapter 3

It all started, as these things tend to do, with a late-night web-slinging.

Spider-Man had had no way of knowing who the man was when he'd seen him on the construction site, flailing precariously but silently from a girder jutting out from the dizzying heights of an unfinished section of skyscraper. The spider sense had registered nothing outside the normal level of danger posed by a person hanging on for dear life, and he'd swung in to help with his usual blend of speed, wit, and agility.

"Nice night for hanging around, isn't it?" he quipped, planting himself vertically on a support just across from the trapped man. "Though I have to say, this is taking it a little too far!"

The man sighed heavily as the wall crawler threw an arm around his waist and hoisted him, fireman style, over his shoulder. "Very funny," he grumbled as Spider-Man swung out from the scene with him in tow. It was several moments before the web-slinger landed, rooftop on a nearby building considerably closer to the ground. "Don't quit your day job."

"Ah, gratitude and good taste," Spider-Man replied, crouching slightly to set his burden down. "That's how I make it through the week. Mind telling me what you were doing up there? I mean, I hate to tell ya, but Mount Everest is on another continent."

The man shrugged, and that was when the spider sense elevated ever so slightly. "Difficult week," he said, backing up a step... toward the roof's edge.

"Hey, what are you doing?" Spider-Man demanded, stepping forward and reaching for him. His spider sense was buzzing more persistently now, but it didn't outweigh his concern for the man who seemed determined to splatter himself on the pavement.

"I'm sorry, fella," the man replied, jumping backwards off the roof as Spidey's danger sense suddenly rose to a nagging crescendo. Something was going on behind him, he could now tell, but as he thwipped a webline at his descending target, his inertia pulled the wall crawler forward toward the roof's edge, impeding his ability to react to whatever was behind him.

As his internal alarm continued blaring, Spider-Man halted his quarry's descent, then quickly surged a burst of strength through the webline to pull him up through the air. With luck, he could catch the man and move out of the way at the last second. But time seemed to slow interminably as the man flailed in the air, rising slightly above the wall crawler before curving back down. Spider-Man sunk a shoulder under his abdomen, caught him, steadied him onto the roof...

... and that's when something pierced the back of his shoulder.

The effect was immediate. Strength drained out of the wall crawler, and suddenly the man he was rescuing—again—was far too heavy to support. Spider-Man crumpled to his knees, reaching back to pull the offending dart from his shoulder. It was as bad as he'd feared.

"Tranquilizer," he breathed, still not wanting to believe it.

"Don't worry, webhead," the man said, steadying the wall crawler. As vision and awareness drained slowly from the Manhattan hero, he could barely hear the man above him, saying, "You'll have awoken to worse than this."

A wave of clarity that came back to him with surprising quickness as he gradually stirred. The room he was in was dark, but far from absolutely so; he could see very clearly. He was laid out and bound, arms extended above his head and tied off at the wrists behind a board of some sort. A brief struggle against them yielded no freedom, but he didn't worry about it. His strength would surely be back soon.

The surface he was laying on was quite comfortable, he noticed; it must have been a bed of some sort. He stared placidly up at the ceiling, marveling at the height and the deep browns of the wood finish. The place seemed vaguely familiar, but it wasn't as if he hadn't been inside a lot of different houses in his life. Fighting crime, for better or worse, let to a lot of breaking and entry.

"So, you finally awaken," an accented voice said, from his right.

Snapping his head in her direction, Peter laid eyes on a foe he dreaded seeing again, on several levels. Calypso Ezili stood next to the bed, at the head, her arms crossed expectantly as she leered vindictively at him. She wore little, which was typical for the Haitian-born voodoo witch, the total sum of her clothing amounting to one or two strips of leopard-print cloth strategically placed to cover the statuesque features on her smooth, dark-skinned body. A flimsy swipe of such cloth covered her front at the waist, leaving her otherwise naked.

"Calypso," he wanted to say, "so good to see you again! Still got tiger's eyes covering your naughty bits. How's that treating the old self-confidence?"

He wanted to say all of that. Instead, what came out was a toneless, scratchy, "Hhhkkkkk..."

As Peter stopped and wondered why his throat and mouth weren't working, Calypso lowered her face to his, smiling in a way that made him uncomfortable. Her thick mane of hair had been smoothed and straightened, so her customary mass of black dreadlocks was replaced and a long curtain of flowing locks. Something was also different about her eyes. They were typically brown, but had now acquired a yellowish tinge that was distinctly unsettling.

"I never knew you had brown eyes, Spider-Man," she said, before he could try to talk again.

A clutch of panic gripped Peter's heart as he suddenly realized why his vision had been so clear upon waking. Calypso had taken his mask off while he was unconscious! His jaw dropped as he realized what this meant.

Her smile widened at his fear, and her yellowish-brown eyes seemed to momentarily glitter. "I have long wondered what it would be like, seeing your fear, Spider-Man," she said, moving to sit on the bed beside him. Peter tried to edge away from her, and found that his feet were tied securely to the corners of the bedposts. "It has been worth the wait. Your fear is rich. Heavy. Delicious."

Peter snarled, outraged at this, and tried pulling against his bounds again. By now his strength would be back, and he could bust out from his bonds, overpower Calypso, and skip out of here, pretending this had never occurred.

But he didn't go anywhere. He broke no bonds. In fact, he was bound as securely as ever to his prison.

Above him, Calypso looked amused. "Do not bother struggling," she intoned. "Your strength will not help you here. My darts were designed to suppress your abilities."

At this point she stood up. "Your super-strength."

She walked across the room, stopping at a dresser. "Your agility."

She opened the top drawer of the dresser. "Your reflexes."

She reached into the drawer, and Peter's heart jumped wildly as she pulled a gleaming machete out. "Your wall crawling abilities and webs."

She sauntered over to Peter with the weapon, her eyes bright. "Your precious danger sense."

And Peter realized she was right, as he'd received none of the buzzing intimations of danger from Calypso as she'd approached the dresser, pulled out the machete, and walked towards him with it. This was serious. Calypso was a master of voodoo, able to control and manipulate people's minds, and many of her rituals involved sacrifice...

"Are you still hung up on Kraven?" Peter finally asked, still struggling in vain against his bondage. "Is that what this is still about?"

"Not anymore," she replied, tracing the tip of the machete down the length of his body, no more than a centimeter above him. "Now, it's just about you and me. And I've got plans for us today..."

Stopping the blade just over the crotch of his costume, she turned and licked her lips suggestively at the wall crawler. "Tell me something, Spider-Man... are you married?"

Peter lifted his head, his brow furrowed and his eyes wide. "What?"

Calypso grabbed the waistband of his bottom tights with her free hand in one smooth motion, pulling the material up and sliding the blade of the machete inside and slicing clean through it. Peter felt a cold fear zip through his entire body as his pants suddenly loosed at the waist, the tights now ruined.

"I wish to know if you are married," she said, running her free hand over his boxers and rubbing the quickly-building erection that was forming on Peter despite the seriousness of the situation. "That way I'll know if I'm making you commit adultery or not."

"It's not adultery if you—" Peter started to exclaim, alarmed.

He was abruptly silenced by the tip of the machete, now less than a centimeter from his chin. Moving his head instinctively back from its point, he only allowed his comely captor to push the blade closer in, so that it was quickly positioned lightly against his throat. Feeling the razor sharp weapon against his bare skin was nothing new to him, but he was quickly discomfited by the smile on Calypso's face as she chuckled softly down at him.

"So, you are married!" Calypso crooned, pulling the blade away. She turned and walked back to the dresser, in silence, and Peter knew she was trying to get a reaction out of him with the seductive sway of her firm round ass as she went. It was working, and he shamefully exhaled as his hardening member twitched in response.

Calypso put the machete back in the dresser drawer and closed it, taking her time all the while. When she turned around, she licked her lips hungrily as she moved her gaze downward to his crotch. Peter truly felt like cornered prey as Calypso sauntered back over to him, her smile dark and her eyes glittering.

Standing momentarily over her captive, her smooth, statuesque body suddenly heaving with her heavy breathing, she grabbed Peter's underwear and pulled it down his struggling bound thighs. His cock sprang free eagerly, excited at the prospect of new pussy in spite of—and because of—the wrongness of the situation.

"That's... delicious," she crooned. "And it is adultery, if you enjoy it."

She grabbed his now rigid cock and squeezed it tightly. Peter writhed and threw his head back, suddenly overloaded by Calypso's grip with a forbidden pleasure that was so intense it was nearly painful. The moan of pleasure that escaped him was involuntary; he didn't even realize he was doing it until Calypso smiled triumphantly down at him.

"And I'm holding proof that you're enjoying it, Spider-Man!" she said through grit teeth at him. "Admit you like it!"

Peter was about to reply with a negative, but instead writhed again as Calypso bathed his throbbing cock in the sweet slippery sensation of her warm, tight mouth. Looking down at her, all Peter could see was that she was leaned over, her back to him, as her head bobbed up and down over his nether region. Her smooth, long black hair suggested a dark carpet leading to the pleasure palace of Calypso's temple of a body.

"Ooohhhh," he breathed, unable to believe how good this felt. "Oh, god! Calypso! W-why? W-why are you doing this?"

But Calypso did not reply. She merely re-positioned herself, laying just beside him, and continued fellating him. Peter was too constricted to make any kind of physical move, and at this point he wasn't sure what it would be. He knew this was wrong, and that he shouldn't be enjoying it in the least, but the blistering reality was, being subject to Calypso's dirtily erotic ministrations was physically gratifying enough to send his moral compass spinning. All he could think of was how good her tongue and mouth felt as they massaged his throbbing cock.

"Calypso, why?" he continued to plead, weakly, when he wasn't moaning and quivering in an ecstasy he had no control over. With her warm, fine form side-by-side against him and her long black hair bobbing up and down to remind him visually of what he already knew she was doing to him physically, he constantly had to bite back the urge to say, "God you're good at this! You keep on sucking my cock like it's your job!"

"Delicious," was all she said for a while, when she occasionally raised her head from his throbbing knob. "Just delicious..."

Peter continued to endure, at length, a constant, leisurely, deliberate blowjob as his amorous, chocolate-hued kidnapper would change her technique. Calypso was good at giving head, he had to admit. Swirls of her strong, probing tongue constantly up and down the length of his shaft would cause them both to moan appreciatively, while the intermittent tightening of her throat against the head of his cock made him thrust, ever so slightly, further up into her mouth. Occasionally she would switch hands gripping the base of his hardness, grasping and massaging his slicked shaft and forcing a noticeable twitch and sharp exhalation from him.

"Does your wife do these things for you, Spider-Man?" she eventually asked. "Tell me, my married adulterer. Does your pretty little wife pleasure you in her mouth like this?"

Peter's head was spinning, at both ends. Before he could reply, Calypso flicked her tongue out and quickly licked up the length of his cock, eliciting an erotic quiver and groan from him. The truth was, MJ was a pretty generous lover, with a libido that sometimes outstripped his own, and she enjoyed a variety of pleasures in the sack. That beautiful redheaded wife of his enjoyed giving him head every so often, and it always felt good when she did it.

But what Calypso was doing to him right now, was far beyond the intensity of anything MJ had done before. The witch was working his rod over repeatedly and constantly, with an energy and a slow, savage enjoyment that was keeping him so hard that the base of his cock throbbed with slight pain. He hadn't come yet, in spite of the considerable pleasure Calypso elicited from him, as if she was keeping him hard for as long as she possibly could.

He tried not to answer her question. "It's not adultery if..." he moaned weakly. "Aaah!"

Calypso squeezed his shaft again, causing Peter to throw his head back and moan. She buried her face in his crotch, swirling his cock tightly with her tongue and sucking it hard, working her mouth and jaws against it. Peter writhed and quivered, unprepared for the sudden onslaught of sexual sensation. When she suddenly pulled her mouth off him with an audible pop, she turned and looked at him reproachfully.

"Answer the question," she said, menace etched in the dulcet tones of her low, Caribbean accent. "Does your wife give you oral pleasure like this... my married adulterer? Admit you want this!"

Peter couldn't believe this. He was powerless, bound, and subject to the sexual whims of a woman who was giving him awesome head. He had to admit, this was a fantasy he'd secretly had for quite some time, but which could never truly be realized due to his superhuman abilities. Whether she knew it or not, Calypso was fulfilling that fantasy in a very real way.

He did want this!

She squeezed his cock in her hand again, and Peter writhed. "Yes!" he breathed, ashamed of himself for saying it out loud, but overwhelmed by the realization of Calypso's control over him. "Yes, I want this, Calypso! My wife does occasionally give me... oral sex... but nothing like this!"

Calypso's glare split into a triumphant, erotic smirk, and she lifted herself to sit up next to him on the bed again. "Tell me your name," she said. "I would know the real name of my next sexual slave, Spider-Man."

Even in his erotic stupor, Peter still did a double take, then shook his head. "No way, Calypso," he said, defiant even in his bonds. "You're not getting that information from me, no matter how, er... hard, you try. I'm nobody's slave."

Calypso's smile only widened, as she stood up from the bed. "Do you really believe that, my new lover?" she asked. In one smooth motion, she slipped the waist cloth off of her form, leaving a sight that made Peter suddenly both very bashful and even hornier. It also alarmed him with the implications of what was about to happen, but his cock only jumped and twitched in excitement. Calypso's cunt was unshaved but swollen and obviously ready for action, and Peter couldn't help but suddenly wonder what it might taste like. It was only fair. She'd tasted him, after all...

"You've already admitted you want me to pleasure you," she went on, hopping onto the bed and straddling his waist. Just the idea that her pussy was mere inches from his yearning cock was enough to make Peter try to vainly thrust in its direction. "Now, give me your name. Give me that power over you, and I will make you my newest lover."

Peter wanted to resist, but it was too much. He wanted her too badly, and the longer she held out over him, the weaker he became. "Calypso, please," he begged, but she only maintained her position over him, winking, her smile wide as ever. "I can't!" he whined, making another futile attempt to find her cunt with his cock. "Oh, god. Don't make me..."

"Yes..." Calypso soothed, sensing victory, slowly edging her drooling pussy closer to her captive's cock. "Who are you?"

It was the mere touch of her warm wetness to the tip of his cock that broke Peter's will. Its promise of physical pleasure and erotic gratification was just too much, and he had to relent.

"Peter," he grunted, again ashamed of his weakness. "My real name is Peter Benjamin Parker."

And Calypso immediately came down on him, slamming her cunt down on Peter's rod, jolting his imprisoned body with a shot of steamy pleasure, and making her new lover instantly forget what he'd just done. Grinding herself hard against the full length of his rock-solid cock, she held herself down against him, looking down at him and locking eyes with her new sex slave.

"Good," she whispered, drawing the word out luxuriously over a sea of moments as she drank in Peter's widened brown eyes. "I am glad you told me the truth, Peter Benjamin Parker.

"Mary Jane wouldn't like knowing her cheating husband is also a liar."

As Peter's eyes widened in horror, Calypso clenched, squeezing the hardened base of his captive cock with the velvety insides of her hot, wet pussy. Throwing his head back and gasping at the dual sensations of terror and physical ecstasy, the slave thrust up into her with what little mobility he had. It felt good; he was thick, and long, and filled her yearning cunt amply with his captive desperation, and Calypso slowly began pumping herself up and down against it, relishing the idea that she was fucking her helpless arch-enemy.

"She is a beautiful woman, Mary Jane is," she crooned, reaching her fingers underneath the spandex of his top and raking her fingernails slowly down his sides, causing Peter to quiver uncontrollably beneath her. "I can see why you married her, Peter... with her long red hair, and her perfect figure. I bet she rocks your cock every night, just like this, doesn't she? Doesn't she?! Tell me while I fuck you!"

"W-why are you doing this?" Peter begged, even as he pistoned his cock back and forth up into Calypso's expectant cunt. "And why—ah!—did you make me tell you my name, if—oh!—you already knew... who I was?"

Calypso smiled down on him with a sinister smirk. "I needed your obedience, my delicious slave," she murmured, pumping herself against him slowly and rhythmically. "And what better way to test it than by seeing if you were telling me the truth about your precious secret identity? Now I know you're mine!"

"But how did you—?!"

He was silenced by a finger pressed firmly over his lips, Calypso's mouth a silent shush above him. "I'll be the one asking the questions now, my adulterous married Spider-Man," she said. "Now, tell me... did Mary Jane pleasure you extra good before she left for Los Angeles two days ago?"

Another jolt went through Peter's body, but he couldn't tell if it was from the shock of Calypso knowing his wife's flight schedule, or the sensations of her continued fucking of his bound body. He could feel his eyes widening as she posed the question, and now they drank in the sight of her smooth brown hands as they pressed against the lion's-eyes cloth covering her breasts. She cupped them tightly, pulling them down the length of the fabric, causing the material to hug her curves and press against her nipples, giving him an idea of what they looked like that left little to the imagination.

"Yes," Peter breathed up at her, mesmerized by the display. "Yes, we... ah... had sex... before she left."

"Tell me what you did, Peter Benjamin Parker."

She clenched her insides against him, forcing a surprised thrust from her captive. Peter couldn't believe how good Calypso felt, and the lingering sight of her hands' grip on her breasts only served to quicken his breathing further. He exhaled, pushed as far up into her as he can, and luxuriated in the feel of her wet warmth as he slowly pulled back from her heavenly cunt. She was going to get everything she wanted from him, he realized, with her dirty mind, hot little body, and nasty sexual techniques.

"I came home from a night on patrol," he said, smiling at the image as Calypso continued to silently churn on him. "MJ was waiting for me when I got there, and flipped on the light after I was in the bedroom."

Calypso loosened the material covering her breasts, smiling down on her new lover as she held them flimsily to her chest. "And what was she wearing?"

Peter hesitated, his eyes widening in anticipation of seeing Calypso's boobs. She clenched again, inducing Peter to thrust his rod up into her, and then dropped her top, exposing all of her naked glory to the captive wall crawler she was force-fucking.

"Oh, fuck!" Peter breathed involuntarily, even more turned on. Calypso's rack wasn't particularly large—B-cups, nowhere near the size of Mary Jane's splendors—but her tits were round, and oh-so-pert in their coffee-toned smoothness. Where her skin was primarily milk-chocolate, her penny-sized areolae were stark dark chocolate and capped a pair of nipples which revealed that Peter wasn't the only one turned on by the situation at hand. They were just big enough to jiggle slightly in the throes of her passion, and Peter couldn't take his eyes off of them.

"She was wearing skimpy lingerie," Peter continued after a moment, remembering why Calypso was staring at him so expectantly. "Ready for play-time, you know."

"Oh, I know, Spider-Man," Calypso crooned softly, continuing to slowly pogo against him from above. "I'm learning all about play-time with you. And I really like it. Do you like it?"

"Oh god yes, Calypso..."

"Do you like seeing my naked body while I fuck you with my nasty pussy, Peter Benjamin Parker?" she continued, her volume rising as she began fucking him harder and faster while she bored into him with her yellow-tinted eyes. "Do you like being my sex slave as I make you cheat on your wife? Do you like being a bad boy while I fuck your throbbing cock? Answer me!"

Peter had already been answering, with a flurry of bodily quivers, moans, and declarations of, "Oh, yes!", "God yes baby!", "Oh, god, Calypso!", and similar such phrases. But as Calypso impaled herself so sweetly against him, her final command cut through everything. Peter moaned beneath her, wanting desperately to please her as she mercilessly continued throttling his captive cock.

"I love it!" he exclaimed, between heavy breaths. "I fucking love the way you milk my cock like it's your job!"

"It is," Calypso responded immediately, ceasing her up and down motions and placing her hands on his chest. She leaned forward on her arms and grinded her nether section in a circular-sideways motion that made Peter even harder inside her. "It's my fucking job to milk your sex and blow your fucking mind, Peter! What do you think of that?"

Peter could feel it happening, and he rolled his eyes back into his head as the wall of cum started to build up deep in his balls. "Oh, god..." he moaned, continuing to fuck his sinister seductress as well as he could. He was about to reach the point of no return, in so many ways, and he was finally, sexually, resigned to it, and whatever consequences it would bring...

But Calypso seemed to sense it, and had other plans. "Not so fast, my arachnid slave," she crooned, pulling her hot cunt quickly up off of him, despite his surprised protests.

"No!" he whined. "Why? Oh baby! Please don't stop now!"

But Calypso merely pressed a finger against his mouth again, shushing him gently. "All in good time, my spider," she said, sliding her hips further up Peter's body to straddle his stomach. "We haven't finished our little talk about you and your horny housewife. Describe the play-clothes she was wearing for you. What color were they?"

Peter hesitated, distracted by the angry twitching of his cock and the captivating sight of Calypso above him. She had a beautiful body, and was not shy about running her hands over her breasts, lips, and Peter's chest as he tried to answer her questions. His distraction seemed to amuse her, and she would smile and leer hungrily down at him whenever he twitched or groaned at her, further complicating his efforts.

"MJ's lingerie was red," Peter breathed, slowly remembering the encounter. "Just like her hair. A perfect match. What little of it there was..."

"Mmm-hmm," Calypso moaned, tracing a finger down her neck down to her chest. "What did she do when she saw you?"

"She kissed me..." Peter started, then cut off, his jaw dropping slightly as both of Calypso's hands cupped her breasts and pushed them together. "Oh, wow! Err, she kissed me... and we felt each other up for a while."

"Who was disrobed first?" Calypso asked, massaging her chest to Peter's delight.

"MJ lost her bra first," Peter replied, his exposed cock throbbing at the memory as much as Calypso's display. "I like her breasts; they're so big, and soft. I got them exposed, then worked them over with my mouth until she was overwhelmed with lust."

Calypso moaned, squeezing her nipples erotically. She could feel her own juices gathering and marinating her insides even further as she imagined Peter's mouth on her own breasts. She briefly considered smothering his face with her chest, but quickly nixed the idea. The slave was hers, but she needed a little more time to convince him of it.

Then she could do whatever she wanted with him... and to him.

"What did she do then, Peter? Tell me what happened next!"

Peter winced slightly at the order, but continued to gape at Calypso's writhing, hot body as he talked. "She got down on her knees," he breathed, groaning in surprise as he felt Calypso reach back and squeeze his starving cock with one hand. "Pulled my tights down... and... ah! Ah, god, Calypso!"

"She went down on you," Calypso breathed, her chest heaving as her other hand found the opening between her legs. "She leaned you against the wall and took you into her eager mouth... didn't she, slave?"

"Yes," Peter murmured, entranced by Calypso's manual ministrations on both herself and upon him.

Calypso grinned down at him, starting to thrust her hips against her hand as she continued to stroke. "Then, when you were hard enough, she pushed you onto the bed. Didn't she?"

"Yes."

"You rolled her over, and did it with you on top."

A brief hesitation. "Yes..."

"After a while, you went down on her, then finished with you on top. You fell asleep shortly afterward. You woke up and she had left for the airport."

"How do you...?"

Calypso merely smiled down on him, her breath quickening as her hand swiftly stroked up and down against her nether regions. He could see her juices dripping onto his abdomen from her, and it made his cock twitch even more. After a moment, she looked down at the same spot, then shook her head slightly.

"I need relief," she breathed, taking his face in both her hands. "And I don't want to listen to the pointless questions of my sex slave."

She rose up enough to turn around, her tight round ass wiggling in his face. Looking back at him, Calypso smirked. "I think I have the perfect solution."

Peter's heart thumped hard and fast in his chest as she slid her hips backward, up his stomach, past his chest, until her drooling pussy was just short of his mouth. He could smell the denseness of her musk, feel the steam of her deviant eagerness. He felt rather than saw her grab the base of his cock as she leaned forward to resume the blowjob she'd started earlier.

But she didn't. Not immediately. Instead she spoke.

"You'll put your mouth to better use by pleasuring me," she crooned, squeezing his pole hard in her hand. "And, just in case you're thinkin' about being... unpleasant... to me, just remember the position you're in, slave."

And, to emphasize her threat, Calypso took Peter into her mouth, fellating him pleasurably as she took him in, but causing him to cry out as she lightly scraped her teeth against the length of his rod on the way back up. She propped herself up and looked back at him, her smirk savagely sweet.

"Be nice to me, and I'll be very nice to you," she said, then turned herself back towards his crotch.

And as she devoured his penis once again, Peter could only moan as he was overtaken by the situation. His nostrils flared as her intoxicating scent invaded them; his mouth opened to meet the slippery lips of her swollen nethers as they settled against his face; and his cock was twitching and pulsating as Calypso worked her sweet magic on him below. He was soon thrusting—again—into her heavenly mouth as she took him all the way in and proceeded to set his world spinning.

"Mrmmm..." was all he was able to groan for some time, as Calypso was very insistent upon his eating her out until she came. He reluctantly complied at first, but didn't last long against the double pleasure of her fellatio and her moans and writhes of delight. She also tasted good—similar to MJ, but with a heavier, more steamy musk that reminded him of the jungles of the Caribbean islands.

He was eagerly lapping at her insides within a minute.

Calypso, for her part, took her time with Spider-Man's captive cock. She knew he was close to coming, and wanted to tease and torment him for as long as possible before he could make her orgasm with his mouth. When that happened—and it wouldn't be long, she knew—she was going to lick, suck, slurp, and orally piston his cock at breakneck speed to make him climax. In the mean time however, she enjoyed being able to slowly caress her tongue up and down his shaft, tease his tip with her throat, and work the rock-solid base of his long shaft with her hand.

It also allowed her to enjoy the slave's efforts at cunnilingus. He was unable to resist her this way, and she occasionally twitched and moaned her pleasure as he ran his tongue and lips all over her excited nether walls. He knew where the clit was, certainly—she sometimes would shift it away from his mouth, wanting him to stimulate and taste other parts of her cunt before taking her to the climax part of the encounter.

"Not yet, hero," she murmured. "Run that nice slave tongue of yours over other parts of my pussy."

Peter groaned incoherently and complied, unable to help himself. Besides being unable to make all but the slightest physical moves, he had to admit that Calypso tasted exquisite in his mouth. Her tangy juices trickled steadily all over his eager tongue and the rest of his face, lubricating the warm slippery walls of her succulent pussy. Flattening out his tongue as wide as he could make it, he slowly lapped the entire length of her cunt, from the relative front and center of her clit all the way to the other side of her labia.

"Yes..." Calypso breathed, her alto voice full of delight as he combed the entirety of her honey pot. "Oh, that's very good, my talented tongue-man. Aah! Hmm! You certainly are eager for someone who didn't want to cheat on his wife, aren't you? Mmmm! Aah, yes! You like the way I taste in your mouth, don't you, Parker?!"

"Mmmm-hmmm!" Peter groaned from under her, unable to stop himself. She was luscious, and sweet, and so very juicy...

"I like the way you taste in my mouth," she said, not listening to him. "Oh! Yes, you have a very tasty cock, Spider-Man. Now, let me taste your fluid, slave! Shoot your cum into my mouth right now!"

She took him into her mouth again, and its sweet moist warmth coupled with Calypso's intense sucking and breakneck pogo-ing to make Peter groan involuntarily. The dirty awesomeness of her last command shot through his entire body, and he could again feel himself building to the point of no return. The pressure building at the base of his cock felt even more intense this time around, and he attacked her clit with his tongue, wanting to bring her off at the same time he came for her.

"Mmmm-hmmm!" Calypso groaned, twitching and writhing in approval as she swirled her tongue tightly over Spider-Man's erect shaft. He was good, much to her unexpected delight. She would make the slave come, she would consume his essence, and thereby consummate her dominance over him. He would be irrevocably hers, in body and mind at least.

Mary Jane could have his heart. It wouldn't do either of them any good. Calypso didn't need it to fuck him several more times, like she now planned to do before MJ returned.

Determined to conquer him, she relaxed her gag reflex and impaled her head even further on his cock. He was thick, and meaty, and smooth, and filled her throat completely as she bobbed her head up and down to face-fuck him.

"HAAH!" Peter exclaimed, throwing his head back and temporarily stopping his own efforts at working over Calypso's drooling nethers. He hadn't been deep-throated since Felicia, but he the sensations were burned into his memory, and the insertion of his cock into the depths of Calypso's tight throat sent a shock of elation through him that nearly blew his mind. He abandoned his efforts on Calypso's clit, thrusting as much as he could as he felt the wave of cum racing him to ecstasy.

Calypso, sensing how quickly he would blow his load, pulled back after just a few thrusts to let the slave's cum shoot into her mouth and onto her tongue. She would taste him, all of him.

And taste him she did. Amid a quickly increasing rush of groaning and writhing, Peter erupted, long and forcefully, riding a wave of pleasure that was more intense than anything he had experienced in recent memory. Calypso, his seductress and captor, moaned encouragingly as he reached a crescendo, tasting and catching as much of the almond-salt-flavored fluid as she could coax from his captive cock. As she swallowed the first dollop, she delighted in the slave's continuing eruption of cum. Smiling inwardly, she lapped up more of his thick juice and teased his cock with her tongue.

It was over a full minute before Calypso, satisfied she'd gotten all she was going to get, lifted her head from her captive enemy's twitching rod. With a cocky smirk, she sat up and moved herself off of his face. She wanted to hear the praises he would be singing to her.

"Oh... my... GOD that was unbelievable," he said between deep, quick breaths. "It was wrong, and it shouldn't have happened, but... wow, did it feel good..."

Calypso turned around, setting herself next to the slave's bound, thinly-muscled body. He was a good-looking man, with his toned build and wavy brown hair, and he was smiling exhaustedly up at her. Her smirk spread slightly as she caught him staring at her bare chest.

"It feels good because it's so wrong," she said, draping herself over his body to lay on top of him. "And it's only going to get better for you..."

She pressed her face down to his, her tongue parting his lips as she planted her victory on him. Peter inhaled, surprised, but hesitated for only the tracest amount of time before returning it with a low moan. Their lips and tongues worked quickly up to a frenzied heat, and it wasn't long before Peter felt a familiar stirring down in his loins. Calypso was going to fuck him again!

"You see, slave," she murmured, her hands working the restraints binding his wrists to the headboard, "I'm going to demonstrate just how much power I have over you, and how desperate you'll be to keep it that way."

And with a sudden release of tension, Peter's hands fell free of their bonds. Moments later, they were pressed against his enemy's firm round ass and soft warm tits as they continued to make out.

"No..." Peter breathed, unable to stop himself from feeling up his curvaceous captor's statuesque smoothness. "This is wrong... I shouldn't..."

"You are." Calypso's voice was soft in his ear, but it hit him with the force of a hammer. "And you're mine. Do you now understand, slave?"

Peter nodded, unable to understand or believe it. He couldn't tell if it was some form of hypnosis, or a part of her voodoo abilities, or what, but somehow, by successfully seducing him, Calypso had apparently conditioned him to obey her commands and desires by simply feeling pleasure—lots of pleasure—in them. Her voice was suddenly the most powerful, mellifluous joy to his ears, and he would do anything to please its owner. It was the ultimate form of obedience inducement.

"Good," she crooned, sitting up and curling her knees up under her chin by him. "Now, sit up and undo the restraints on your waist and ankles. I have more pleasures to bestow upon you, that involve you being... less constricted."

Peter's heart skipped a beat as he bolted upright and began working at the restraints. She would reward him soon, with that gorgeous little body of hers, if he could just get free. He could feel his mistress's eyes on him as he quickly unbound himself. He couldn't wait to feel her touch again.

He looked at her when he was done, and she reclined on the bed, raising her eyebrows at him as she propped herself back on her elbows. "Get that accursed costume off your body," she said.

In a flash Spider-Man was up off the bed, internally lashing himself as he willingly and eagerly stripped naked for a woman that wasn't MJ. Even so, he simultaneously ogled the site of Calypso's body, of her smooth brown skin and her round, pert tits. They weren't as grand as MJ's, but they would definitely do enough to get him even hornier for Calypso.

"Are you ready to fuck me?" Calypso asked, her eyes glittering yellow again.

"Yes, mistress," Peter replied, nodding vigorously. "I'll do anything you want me to. Everything you want me to."

"Then light that candle over on the nightstand."

Peter looked across the room, by the dresser, and saw a small candle, mounted in front of and just below a statue sharing a base. The statue was of primitive design, but was clearly of a woman with large breasts and wide hips. Probably a fertility statue of some sort. He didn't care. Calypso wanted it lit, and he would do that. Hell, he'd swallow the candle to fuck that Haitian sex goddess. He quickly grabbed the lighter next to the base and lit the candle. The flame flickered to life, and Peter blithely felt an elevation in his breathing, almost as if he were taking in more than just air, as he turned around to face his mistress.

When he turned back to the bed, his heart nearly jumped into his throat.

Calypso was smiling victoriously at him, her eyes still aglitter. But the smile came from her as she leaned over the bed, ass propped high up in the air towards him. She had propped herself up and looked back at him, inviting him to enslave himself further to her dominance.

"Now, get over here, Peter Benjamin Parker, and bury yourself deep and fully into the forbidden pleasures of my steaming cunt. I want you to fuck me from behind with that big, hard, adulterous cock of yours! Right now!"

And, unable and unwilling to resist, Peter the sex slave sauntered towards Calypso's firm, round ass, his rock-solid cock twitching in anticipation of giving his mistress every pleasure he could afford her.

Peter stumbled into the daylight outside the apartment building, hardly able to walk on straight on his sore legs. Even though Calypso hadn't been there when he woke up—only a spare change of clothes had been left on the bed—the throbbing tenderness of his thighs, back, stomach—hell, all of him—left no doubt that their steamy marathon had occurred last night. She'd demanded, and commanded, an ungodly amount of sexual activity from him, all night long, and he'd gone above and beyond his known personal limits to please her.

The memory of it both haunted and aroused him; he had to try to look nonchalant while he arranged himself when his cock stirred during his walk, even as he privately excoriated himself for not only cheating on Mary Jane, but enjoying it so thoroughly. It was a supremely confusing feeling.

The Bugle, he thought feverishly. Must get to the Daily Bugle and see if I can research this!

It was the only clear thought he could allow himself to formulate, a lone beacon of reason to guide him through the heady haze of guilt and lust swirling continually around in his head. Either could win out at any moment, as erotic flashes of Calypso's many sweet, naughty acts heated him up, then melted into puddles of guilt at his shame in giving in to her advances.

He'd had no choice. Calypso had had him tied down. She blew him—fantastically—against his will. She would have fucked him all night, whether he wanted to or not. He was her sex slave.

But then he had to go and like it...

He should have been able to resist, but he just couldn't. She'd been too hot, too sweet against him. She'd made him want her, and he wanted her badly. She'd made him beg, and he begged her for everything. And after he lit that candle...

He'd already come, but it was as if both their libidos had re-filled, over and over and over, and she took advantage of it to fuck him in more positions than he'd ever experienced in one night. She made him take her from behind, doggy-style. At her behest, he rose up, crab-walk style, on his hands and legs, while she pogoed herself freely above him. She stood him up against a wall, wrapped her legs around his waist, and took him without touching the ground. She had him mount her again, and pressed her legs against his shoulders, squeezing his neck and threatening to cut off his air even as she yelled at him to pound her pussy even harder and harder.

And those weren't even half of the positions Calypso had made him come in.

What he couldn't believe was how very horny he still was. In spite of the virtually sleepless night's worth of sex he'd had last night, he was acutely aware—with his wandering eyes, as well as his twitching, uncannily hungry cock—of the looks, curves, and walks of every one of the bevy of beautiful women he passed on the streets of New York City. A pretty young brunette on her morning run waved perkily at him, the cling of her running clothes leaving little to the imagination as she flashed an accommodating smile in his direction. A tall, statuesque blonde in glasses and a business suit ensemble smirked at him and undid the top button of her blouse as he walked past.

Things came to a head when Peter found himself plastered against a wall as a small horde of barking, trotting dogs and their leashes rounded the corner as he approached. The owner of the leashes stumbled and barreled into him, and he was suddenly entangled in the limbs of a cute, short woman with an olive complexion and jet-black hair.

"Oh, I'm so sorry!" she blurted, pressing herself against him and feeling him up with her free arm. "Really, I'm very sorry, sir! They sometimes are a little harder to handle than I'd like!"

"It's ah, okay—WHOA!" Peter exclaimed, as her free hand found his thigh and squeezed very close to his crotch. "It's ah, okay, miss. Just glad you're alright."

"You too," she breathed, reaching into her jacket pocket and quickly slipping a card into his pocket. "Feel free to let me make it up to you later!"

She smiled knowingly at him as she allowed the wave of dogs to carry her away, leaving him to wonder what was going on. Pulling out the card and looking at it, he saw a semi-professional business card for a dog walker. As he put it away, he jumped as he felt a hand from the crowd he was in press against his ass and squeeze. [p]Moments later, another woman asked if she could buy him coffee. When he refused, she offered to make him some at her place. Yet another offered to interview him for a modeling job, the set of her smile indicating it was purely a pretense.

By the time he ducked into the Daily Bugle, he felt as if he had barely escaped a minefield.

What the hell is going on?! he wondered. What in the world did Calypso do to me last night?

What didn't she do to you last night? another part of him wondered snidely, causing him to think back to the sheer amount of sex and various positions the voodoo witch had made him perform with her last night. His cock, already on high alert for more gratification, immediately stirred at unbidden barrage of steamy memories and imagery. Peter therefore had to resist the urge to adjust his crotch as he distractedly made his way to the elevator.

"Something wrong, Mr. Parker?" a voice from the reception desk inquired as he passed by. Looking down, he saw one of the Bugle's new interns, a young woman with long black hair, a dazzling smile, and an all-too-fuckable figure, beaming up at him and winking. He felt his heart skip a beat as she pushed her glasses up her face and bit her lower lip invitingly.

"Ah, no, Lauren," he replied, trying to be polite as he realized the minefield didn't end outside. "I just need to get upstairs and get some research done, ASAP. You know how it is."

Lauren smiled, nodding. "I have an idea," she replied. "Word to the wise: Jonah's on the warpath, so you may be better off avoiding the office area today. Archives might be a better bet."

Peter considered that, and nodded, impressed. "Good idea," he said, grinning. "I'll do that, Lauren! Thanks for being so helpful!"

Lauren smirked and looked sideways at him as he left. "For you, anything, Mr. Parker," she said. "Let me know if you need anything else!"

As Peter looked back at her from the elevator area, he was pretty sure from her smirk that she wasn't talking about research.

Get to a computer.

That was the thought that Peter was trying—desperately—to hold on to as he slowly ascended to the Archives level in the blissfully woman-free elevator. He needed to find out what he was being influenced by, what spell Calypso put him under that was making him such a walking liability. He'd have to avoid crowded areas, lest any females in the vicinity become distracted by his presence... and in turn become a distraction to him.

Fortunately, Archives was designed for private research. In addition to the print and microfilm storage, there were several offices within the department that could be commandeered at a moment's notice by reporters and staff looking to conduct investigations of a more discreet nature. It was also sparsely staffed on the weekend, and Peter had no trouble securing an office with a dedicated research terminal. He had everything he'd need.

Except for an idea of where to begin.

He exhausted his own range of research techniques very quickly. Entering sex spells into a search engine produced little other than a few recipes (none of which matched Calypso's) and some commercial websites selling the ingredients, while an image search for fertility idol yielded a deluge of photo stills from the Indiana Jones movie. A search through the Bugle's metahumans database for beings who use sex spells and mental or emotional manipulation seemed to focus mostly on the Enchantress, several known mutant telepaths, and several people whose powers were pheromone-based.

He even tried accessing Calypso's file, which yielded no appreciable clues. This was an uncharacteristically direct method of attack for her, as she generally preferred to act through agents, either by controlling them or joining forces with them. Even the approach was different; she often manipulated people into a rage or induced the urge for combat in them. Sex was a completely new tack for her to take.

Not that you're complaining, are you?

Peter recoiled slightly from guilt, but couldn't ignore the continual twitching in his trousers as he recalled how Calypso had fucked him all night, taunting him about his infidelity the whole time. Looking over her file photos, it was now difficult to not see her as a sex object. Sure, she'd always been in good shape and dressed on the slutty side, but now that he'd penetrated her in several different places, it was that much easier to visually undress her in the pictures. It also made it harder to come up with insults based on her costume.

He ended up passing the better part of an hour staring at the computer screen, half frustrated, half entranced by the erotic memories of last night's adultery. He was about to get up when the door to the office opened.

The first thing he noticed were the legs; Lauren had long, toned gams that struck impressively out from under her very short skirt. She was halfway across the room before he looked up to see she was unbuttoning her blouse, and that her cleavage was as impressively sculpted as her legs. Before he could stand up, she was standing above him, her green eyes looking down her nose at him through her glasses.

"You look a little tense, Mr. Parker," she murmured, continuing to unbutton. "I wanted to see if I could help you with that."

Her blouse fell off, exposing a toned, flat stomach and a chest that was both amply endowed and held up exquisitely by a dark green bra that matched her eyes. Gaping at the forbiddingly beautiful sight a moment, Peter started to open his mouth to protest when she bent over and leaned herself over him, one hand grabbing the mass of hardness in his crotch. He gasped, impressed with her boldness, and stared down her young, nubile chest.

"Ohh, yes, I think I can help you," she crooned, finding his hand with her other hand and guiding it to her waist. Her smile was a flash in the darkness, and her lips met his with no resistance as she quickly unzipped his pants. As they tongue-wrestled, Lauren proved she was adept at getting trousers opened with one hand, much to Peter's delight. Soon the pants were off, and Lauren was kneeling between his legs, his cock gripped in her hand.

"Do you want my help, Mr. Parker?" she asked, jerking him slowly up and down. "Do you want my hot, wet, 19-year-old help right now?"

"Oh, god yes, Lauren," Peter breathed, unable to believe this. "Please, help me as much and as hard as you can!"

Lauren's grip tightened, and she flashed her eyes hungrily up at him. "Mmm, careful what you say, baby," she purred, jerking him gently and causing him to writhe and groan above her. "We wouldn't want you to get too much help, do we? What would MJ say if you were too tired to help her later?"

Peter didn't have to consider long. Lauren may have dug up some information on him, but it clearly wasn't current. And with whatever Calypso had done to him, he didn't seem to be able to go very long without wanting sex badly again. Simply, he could probably fuck all day if he needed to.

"I don't think that'll—oh, god!"

Lauren's tongue caressed the upper shaft of his cock, sending a shiver throughout his body before he could inform her of this. She swirled it tightly over his flesh, tickling the tip of his head with it as she squeezed the base of his erection tightly.

He writhed in surprise as he felt her fingernails on her other hand squeeze and rake the flesh just below his waist, near his ass. Involuntarily he thrust, pushing his cock further into Lauren's mouth, and she moaned hungrily as she threw herself onto it. Soon she was bobbing eagerly up and down on him, and Peter couldn't imagine a sexier sight than Lauren's gorgeous, green-eyed, bespectacled face pogo-ing on his cock. He reached down to run his hands through her long, soft black hair as she pleasured him.

"Oh, god Lauren, that feels so good!" he breathed, softly massaging the gorgeous teenager's scalp. "I am so glad you decided to help me out!"

Lauren rose up, all smiles, and stood over Peter for a moment, her gorgeous, ample chest heaving with excitement. "Oh, it was destiny, baby," she breathed, bending over to pull her panties off, then straddling his cock and lowering herself on top of him. "I've been planning to help your brains out ever since I first saw you last week. Wife or not!"

Peter groaned as his cock met the forbidden sweet tang of Lauren's tight, wet pussy, easily sliding into its velvety warmth thanks to her eager juices. Lauren sat herself firmly down on top of him, smile wide as she pulled his head up to hers. Their tongues quickly met and wrestled, and Peter knew he was too far down the road to come back as he thrust up into the slit of his second mistress in the last twelve hours.

"Mmm, yes, baby," she breathed, reaching behind herself to undo her bra. "You fuck me with that big, thick, meaty cock in this computer chair!"

Peter snaked an arm around Lauren's slender waist, her soft skin warm to the touch. His hand met Lauren's as she undid the strap on her bra, and the garment fell between them. Peter stared, entranced by the teenager's bountiful, creamy C-cups. He could feel himself hardening up even further inside her, and by her knowing intake of breath, she had felt it, too. Her eyelids lowered slightly, and she bit her lower lip in that way that was quickly becoming known to him as loin-clenching.

"Looks like you have work to do," she murmured, her green eyes piercing his through her glasses. "Now, get in there and suck 'em!"

She brought herself down hard, impaling Peter all the way to the hilt, and before he could even react Lauren seized the back of his head and neck and pulled him into her soft round breasts. Heart pounding, Peter began to do her bidding, licking and nibbling at the smooth, vulnerable flesh between her tits, before turning his head to work each orb individually. Lauren continued to fuck him from above, her sweet cunt squeezing and caressing his cock in ways that felt like sexual magic as he squeezed a dark brown nipple gently between his teeth and rubbed it hard with his tongue.

"Mmm, ohhh, yes," Lauren moaned approvingly. "Yes, that's it, baby. That's it... yes... You keep sucking my tits like that!"

Peter did exactly that. His mouth didn't want to leave Lauren's lusty boobage, and her hands and arms wouldn't let him, even as their pelvises continued to grind hard and fast against one another.

"You're a bad boy, Mr. Parker," Lauren crooned. "Cheating on your super-model, actress wife. Fucking a helpless teenage intern in the office. Making that intern cum in your mouth..."

Peter, blissfully unable to do much more than groan from between Lauren's bodacious breasts while continuing to fuck her, could feel himself getting harder and more excited as his young seductress kept talking dirty to him. Until Calypso had fired his loins with it last night, he hadn't had anything approaching dirty talk since Felicia, ages ago. It wasn't that MJ didn't talk during sex, but usually it was more along the lines of things like, "Oh, Peter, I love you so much," or "Oh god, Tiger, you really are hitting the jackpot!" It was encouraging, and sexy in its way, but there was something about the unbridled, raw nastiness of dirty talk that brought out the sexual beast in him and drove him out of his mind with lust.

Lauren was a master at dirty talk. "Oh, yes, Mr. Parker," she said. "Keep pounding my pussy! Don't you dare fucking stop, or I'll tell MJ what a cheating bastard you are! I'll tell her how you fill my drooling cunt with your big fat cock and fuck the shit out of me like it's your fucking job! Or how you work my big titties over with your mouth like a starving man! I fucking love that, Mr. Parker. You like my big titties in your greedy little mouth? Do you? Do you?"

Peter groaned an affirmative, never even thinking to remove himself from licking and nibbling at the soft creamy mounds of Lauren's ample rack. She was so young, and smooth, and firm, with a gorgeous, slightly bookish look to her that he couldn't help but be aroused by, and her cunt was so warm, and wet, and sweet to his furiously hard cock, that he found himself honestly believing that he had never had sex this good. He was jackhammering so hard and fast up into her that he couldn't believe he hadn't started to come yet.

"Get on your knees, Mr. Parker," Lauren suddenly commanded, pushing herself up off of him and placing her hands on her hips in a way that oozed sex. "I want to cum in your mouth, right fucking now."

Peter didn't know exactly how he did it, but immediately found himself kneeling in front of Lauren's pelvis, lowering his lips to meet the folds of her exquisite cunt. She was unshaven, with a mess of black hair crowning her steaming, aromatic pussy. Musky juices met his tongue as he lapped at her hot, slippery flesh, and the way she quivered and shook when he made contact with her left no room for doubt that Lauren was on the edge of climax, just waiting for a tiny nudge...

"Oh, yeah," she crooned huskily, throwing her head back and gritting her teeth. "Yeah, get in there, Mr. Parker. Do your fucking job right now! Haah!"

Her hands gripped his hair tightly, sending a dirty shock through him as they pulled his face even harder against her. Peter licked and probed the luscious walls of Lauren's heavenly cunt for several minutes until he settled upon the bundle of flesh where her clit was. She jumped when he tickled it with his tongue, and inwardly Peter smiled.

"Yeah, that's it, Mr. Parker." Lauren's tone was inviting, but he could still tell her teeth were clenched in erotic anticipation. "You—ah!—found my—AH!—forbidden—JEWEL! NOW LICK IT, BITCH! LICK IT, FLICK IT, AND TONGUE-DICK IT! HAAAAAA, YESSS!"

Lauren's shapely, muscular legs, until now resting on either side of her cunt-licking conquest's arms, suddenly swung outward, upward, and around, her thighs coming to rest on Peter's shoulders. Encircling his head, she squeezed them together to push his face further into her salivating pussy as she began thrusting her hips against his head.

"I'm gonna cum in your mouth, Mr. Parker," she whispered, tightening her grip on his hair as he groaned helplessly beneath her. "I'm gonna fuck your face, hard, and then I'm gonna squirt myself all over you, and there's not a god-damn thing you can do about it. You're gonna sit there and marinate in my juices while I soak you with them in this room! What do you think of that, Mr. Parker?"

Peter groaned, a dirty thrill shooting through his entire body at her words as he worked Lauren's snatch as thoroughly and quickly as he could. He would do anything to please her. She was a goddess. She could cum anywhere on him that she wanted, so long as it made her happy.

"Good," she crooned, her breathing getting noticeably heavier. "Because you... ah!... don't GET a choice! Oh, fuck! Your intern's about to CUM IN YOUR MOUTH!"

Arching her back, Lauren squeezed Peter's head with her legs, gripping his hair with her hand and pushing him tightly into her twat as she began bucking herself hard against him. He could feel the moment of her release, as she ground her nethers hard into his lips and tongue, taste it as her fountains of slick, pungent cum squirting into his mouth and all over his face with an unbidden suddenness. He could hear it in her momentary loss of words but not sound, as she virtually screamed her orgasm while her body shivered and quaked against Peter's mouth.

And it lasted for a while. Lauren hadn't been kidding when she said she planned to soak him in her juices. She rocked and squirted and contracted against him for several minutes, her warm luscious fluid glazing his face, hair and coating the top parts of his shirt in an unmistakable stain of her making. The entire time, Peter was helpless to do anything more than continue giving her head, being held their by Lauren's hands and her strong, sculpted legs.

By the time she let him up, the raven-haired beauty was reclining in a virtual puddle, Peter's chin finally pulling up from it when she loosened her various holds on his head. "That was pretty good, Mr. Parker," she crooned, smiling lazily at him from behind her glasses as he slowly rose up from his station between her legs. "But I think we need to take care of you now!"

Peter's cock twitched between them as he looked down at her, prompting a widening of Lauren's victorious grin. Groaning lustfully, he reached down to her and gripped her thick, soft hair tightly at nearly the base of Lauren's neck and yanked her upwards. Her jaw dropped in surprise and pain as she was made to face him, but the set of her mouth encouraged him challengingly, and the lust in her bespectacled eyes only egged him on further.

"Yes..." she whispered, her generous chest heaving with each breath. "Treat me like a bad girl, Mr. Parker. I want you to..."

Not able to take it anymore, Peter pulled the voluptuous teenager over to the computer desk and sat her on it facing him, his grip never leaving her scalp. When she was secure, he grabbed and squeezed her soft, ample, luscious tits with his free hand. The entire time, Lauren maintained eye contact with him, her dulcet tones encouraging him to their final shared destination.

"Oh, that hurts soooooo good," she crooned, one hand gripping his wrist and another sliding down her hips to play with her drooling pussy. "You like my titties, Mr. Parker? Do you like squeezing and rubbing on my big, busty boobies? Yeah, you totally do! That's why you really married your wife... isn't it, tit-man? She's got those fabulous knockers, and you wanted 24/7 access to them!"

"Shut up about my wife!" Peter said, tightening both his grips on Lauren, whose jaw dropped, but otherwise only smirked. He could feel himself getting even harder as the blood pumped furiously through his veins.

Or what, Mr. Parker?" she returned softly, smiling. "You'll fuck me even harder?"

And that was it. Suddenly he was inside her, buried to the hilt in her steamy clenching slit, pounding away at her as hard and fast as he could. Their mouths were pressed hard together, tongues atangle, and Peter's hand moved from his seductress's scalp down the smoothness of her back to the creamy lushness of her heavenly ass. They made all manner of noises as they worked each other over, each trying to enjoy the other as long and as thoroughly as they could. When Peter got to Lauren's tits he kissed and sucked them like a starving man, eliciting quivers and croons of delight from his pleased mistress as he sampled their soft smooth roundness.

"Suck those titties," she whispered, even as she gripped his ass and pulled him further into her. "You keep sucking those big soft titties while you pound my hungry pussy! Got it, Mr. Parker?"

Peter's only verbal response was a deep, erotic groan as he sucked her tits even harder and hammered away at their intimate connection with even more energy. He couldn't believe this. Twelve hours ago, he'd been a guilt-free, happily married superhero. One Calypso and god-only-knows how many coituses later, he was not only fucking his second mistress in one day, but enjoying the hell out of the entire experience. Lauren's sweet, tight cunt was pure ecstasy to his flesh, and as he felt a wall of cum building to orgasm, he could feel himself starting to tighten up against her.

Lauren felt it too. "Oh god," she murmured, starting to shake and shiver beneath him. "Are you gonna cum, baby? Are you gonna cum inside my tasty little cunt and fill me up with your thick creamy goodness?" A quiver went through her entire body, and she shook for a moment in his fevered grasp. "Oh, FUCK yes! Keep pounding that pussy, Mr. Parker! I want every single drop of your hot gooey spooge, even if I have to wring it off your big cock afterward!"

"HAAAH!" Peter exploded, unable to contain himself in any sense of the word at Lauren's commands. "Ho god!" The eruption was supremely forceful and immensely pleasurable, as he shot wave after wave of his seed into the sweet young body of a woman more than a decade his junior. He could see her pretty face as she mouthed eagerly and dirtily for him to give it to her, but he was beyond hearing anything as he luxuriated in the wave of pleasure overtaking his cock and the rest of his body.

Her smile was all he could see as she threw her head back, her green eyes closed behind her glasses as she shivered and quivered her own way to an orgasm with him. "Oooh, yes, Mr. Parker," she crooned, going wild at their adulterous connection. Once she settled down, she fixed him with a satisfied smirk. "You're amazing, just like I knew you would be."

Peter laughed, enjoying the compliment. "Women's intuition, I take it?" he asked, starting to look around for his pants.

"You might call it that," Lauren said, slapping Peter's ass as he turned around. "At least, I was told by another woman that you knew how to please."

Peter froze, his stomach suddenly lurching. His spider sense wasn't going off, though he couldn't be sure if the toxins Calypso had hit him with had worn off yet. "And, uh, who would that be?" he asked, trying to sound as casual as possible.

"That'd be me, Peter."

And Peter turned, even as the familiarity of the voice cut through his hearing and made his heart jump into his throat. He knew who he'd find standing behind Lauren, at the entrance of the room, but he still couldn't believe she'd be there. But there she was, leaning restfully in the doorway, a knowing smile playing across her lips, her dark eyes and soft brown hair as fetching as ever. Her arms crossed just beneath the lushness of her generous chest, emphasized nicely under her blouse.

"It looks like you now know my niece here as well as you've ever known me."

It was Betty Brant, a friend and one of his ex-girlfriends. And her smile left no question about what she was here for.

"Oh, hell," Peter breathed, knowing things had just gotten even more complicated.

"Your niece?!"

Peter stood, incredulous and still naked from the waist down, mouth agape and eyes riveted to the sight before him. Barely an arm's length away, Lauren, a 19-year-old intern at the Daily Bugle who'd just fucked his brains out, reclined blissfully on the computer desk, her nude, statuesque body heaving in the afterglow. Behind her, leaning in the doorway of the research office, was a striking, smirking brunette with a chin-length bob, a generous rack he'd had before and would love another shot at, and a potentially troubling connection to the raven-haired, bespectacled beauty he'd just banged.

He had to admit it: Betty Brant had a thing for timing.

"Nice to see you too, Peter," she said with a wink, sauntering slowly into the room. Her eyes locked with his as she let the sway of her hips work its magic on him, and she grinned as she caught him looking her up and down appreciatively. "Very nice to see you, in fact."

Peter couldn't disagree, already feeling a pull at the base of his loins as he started to regain an erection. It was an oddly enslaving yet empowering feeling, knowing he was at once bound by the whims of a libido he could no longer control, yet pretty proud to know he could get it up for any woman he wanted at basically a moment's notice. Lauren, who hadn't bothered putting any clothes on her fine, feminine form yet, dropped her jaw as her emerald eyes widened eagerly behind her glasses.

"Oh my god," she breathed, getting up and moving to him. "Mr. Parker, you can get it up again right after you cum?"

Her expression was one of both renewed lust and surprised joy as she grabbed and squeezed the base of his nearly fully erect cock, eliciting an involuntary groan from Peter. She looked as if she'd discovered a priceless treasure as she sank to her knees, licking her lips. "Well, we just have to take advantage of this, now. Don't we, Aunt Betty?"

Peter looked to Betty, who now was sitting on the computer desk in the same spot Lauren had been moments ago, nodding slowly as she fixed him with a knowing smile. "Oh, I think we do, Lauren," she said. "I told you Mr. Parker here knew how to make a lady feel special, didn't I? Of course, I never knew about these quick recharges back when we were fucking, several years ago… Remember, Peter?"

It was right at that moment that Lauren dipped her mouth over his now fully-hardened member and bathed him again in her expert oral technique, causing Peter to have to fight the urge to cross his eyes so he could nod in response. "Hoo, yes, Betty," he breathed as Lauren bobbed her jet-black mane of hair back and forth on him, sending his world spinning with pleasure. "I do."

Betty propped herself up, crossing and un-crossing her luscious legs slowly and pushing her chest forward as she fixed Peter with an inviting smile. She enjoyed his flustered pleasure, as he endured having to maintain a conversation with her while her late brother's sexy, barely legal, illegitimate daughter fellated him in front of her. There was also, of course, the fact that she would also be visually teasing and tormenting him before the inevitable came to pass and she made him fuck her as well.

They had lots of lost time to make up for, after all.

"Remember everything we did for each other, Peter?" she crooned, the warmth of the memories causing her pussy to gradually salivate. "For each other… to each other… those late, late nights when sometimes we simply didn't sleep?"

"Oh god, yes," Peter replied, his eyes widening as Lauren pogoed her mouth even more intensely on him. He also couldn't believe it, but Betty's right hand was sliding over the boundaries of her skirt, seemingly en route to the pussy pleasure palace residing beneath it. Betty had certainly never done that in front of him when they'd been together! "So unbelievably hot…"

"I know, baby," Betty said, quivering slightly as her fingers grazed the sensitive wet membranes of her cunt. "I loved how much you loved my tits, how much you liked kissing my neck and stomach… hmmm, and my thighs… oh, these thighs miss you, Peter. I'm sure you feel the same, don't you?"

Peter could only nod, his hands cupped behind Lauren's head as the teenager continued to expertly take advantage of his prolonged erection time. Betty had been his first, for just about everything, and had seared a permanent place in his soul because of it. Now she was going to be party to his first ever threesome, it seemed, the thought of which made him even harder in Lauren's mouth and even more sensitive to her ministrations. The sexy young seductress groaned in approval, her green eyes twinkling up at him behind her glasses.

"First fuck," Betty murmured, her voice barely more than a whisper as she increased her manual efforts on herself. "First blowjob. First to make you walk funny the next day, because I laid you so thoroughly and completely. First sixty-nine. First handjob.

"And let's not forget my personal favorite: first to tie you down and just take you!"

Peter quivered and groaned right then, as the truth of Betty's words jolted him as much as Lauren's blissful mouth worked its magic on him. Whatever prim, proper, and professional image Betty Brant may have projected to the rest of the world, she had always been a complete wildcat whenever she'd gotten Peter alone. Their first date had ended with them in her apartment, her lips planted hard on his as soon as she'd locked the door behind them, and her hands pressing his own to the luscious breasts hidden beneath her blouse. It hadn't taken her long to get his trousers off and to rob him of his flower after that.

"Ohhh…" Peter moaned, as Lauren took him out of her mouth and started getting to her feet. She grabbed his erect cock and pulled him with her as she made her way to Betty.

"Get this damn thing off, Mr. Parker," she said, pulling his shirt over his head and off before he realized what was going on. After a moment's fumbling, he lifted his arms so that he was completely naked in front of both women.

Betty, meanwhile, was continuing to pleasure herself, moaning softly as her right hand worked feverishly at her clit beneath her skirt. Her breathing was quickly becoming heavy and uneven as she pleasured herself and watched her hot, slutty little niece lead Peter over to her. She could see her self-ministrations were having an effect on her already hot-to-trot ex-lover, as he looked her and the naked nubile Lauren over with wide eyes, heavy breath, and a rock-solid boner.

He was so theirs.

"Well, what are you staring at?" Lauren inquired. "Start fucking my aunt. Right now!"

Peter couldn't believe what he was doing, as he whipped a hand out to grab the wrist of the hand Betty was pleasuring herself with. Betty gasped slightly, her eyes egging him on, as she slowly relaxed her self-gratification and let him guide her hand away from her pussy. His other hand gripped her thigh through her skirt as he guided her hand to his mouth and enveloped her fingers, licking and sucking the juices of her womanliness like a man possessed. She sensation and warmth of Peter's mouth on her—any part of her—made her even wetter and sent her heart rate spinning.

"Mmm, yes," she breathed, pulling him in closer. "That's the Peter I remember. My super, succulent sex machine!"

Tracing a hand up her arm and over her shoulders as he faced her, Peter moved to the supple generosity of her soft tits, maddeningly bound by her purple button-down blouse. He squeezed one urgently, sending a quiver through the shapely reporter's body as she felt his waist—and the rock hard cock below it—grinding against hers through the barrier of her skirt. She could suddenly feel her entire body yearning, struggling, trying to break free of her clothes. She had to have him, and now.

She brought both of her hands to her shirt, starting to work the buttons so she could free her breasts for him, but he cut her off, seizing her wrists with his hands and pushing his mouth to hers. Amid the dizzying euphoria of their lips and tongues wrestling, Betty gasped again as she felt the all-too-luscious sensation of Peter's cock finding its way beneath her skirt and into her salivating hole. Her ex-boyfriend groaned and positioned himself over her on the computer desk as she leaned back to accommodate him.

"Oh yes, Peter," she breathed, glad beyond reason she'd decided to go commando today. "Pound me like you did Lauren just a few minutes ago."

Peter had every intention of doing just that. Betty felt tight, and wet, and warm below him, and as he began pistoning his cock in and out of her, he thought inevitably of the night she had tied him down and taken him. She was every bit as firm and fun and fuckable now as she'd been then, only she'd been the one on top at that time. Now he was looking down on her, pumping and humping her good and hard, even if she still had her clothes on.

"You miss it, don't you baby?" Betty crooned breathily, between gasps of pleasure. "You miss Miss Betty's pretty pussy?"

"Yes," Peter grunted, hammering unceasingly into her heavenliness.

"Mmm, is that why you're pounding it so hard, Peter?"

"Oh, fuck yes."

"Good. I want you to pound and pound away, lover-boy, cuz I've been itching for this for years. You know it. I know it. And now we both get to play while your wifey's away!"

The mention of MJ again sent a jolt of energy through Peter, causing him to thrust even harder and faster into Betty's sweet cunt. She gripped his back in response, scratching her nails hard against him, which made him fuck harder still.

"Oh god," he murmured, his senses awash in pleasure and pain.

"Oh yes," Betty breathed, driving her nails even further into him. "Keep it coming, baby! Don't stop!"

And Peter kept fucking, having no choice, as his almost-fully-clothed temptress had found several of his hot buttons and pushed them simultaneously. All he could do was pound and fuck, pound and fuck, as Betty clenched her pussy and drove her nails into his back at various points when she thought he was slowing down. He didn't know how long they were at it; he'd cum pretty hard with Lauren before, and probably had a long time left before he could orgasm for Betty.

A clutch of pain fired at the base of his scalp as he felt another hand seize his hair and squeeze, eliciting a sudden cry of shock and pain as Lauren slowly pulled him back, forcing him to slowly dismount a heaving, smirking Betty Brant. As he stood up, slowly pulling out of the comely cunt he'd been banging moments ago, Lauren came into view as she turned his head in her direction, her green eyes seeming to glitter as she flashed a wide grin at him.

"I know you haven't forgotten about me, have you, Mr. Parker?" she crooned softly.

Even as Peter shook his head, he couldn't help but be aware of how Betty was sitting up and slowly, luxuriantly removing her clothes, starting with her blouse. As she pulled her bra off and her well-endowed tits came into view, Betty smiled at him erotically, knowing full well he'd be unable to resist nibbling on them. Another surge of pain from Lauren's grip on his hair brought his gaze back to her.

"I know you haven't, Mr. Parker," she said sweetly, her green eyes glittering behind her glasses. "And after today, I know you never will!"

Maintaining her grip on him, she pushed him to the ground, and as Peter sank to his knees in front of her, her saw the pulsing lotus of Lauren's lovely pussy. Not caring about the pain as she continued to push him downward, he dipped his head between her legs, massaging the teenager's strong, smooth legs and firm round ass as he lashed at the tasty membranes of her lusciously lubricated nether lips. Lauren quivered noticeably, momentarily abandoning her downward momentum and basking in the sensations of her lover's pleasurably probing tongue.

"Oh yeah, baby," she murmured, massaging his scalp. "You really like my pussy, don't you? Mmm, I think it must run in the family, right, Aunt Betty?"

Peter virtually ignored the two women's laughter, busily burying his hungry mouth in Lauren's cunt and groaning at the savagely satisfying taste of her musk and the smoothness of her skin. It wasn't until Lauren re-tightened her grip on his scalp after a small eternity that he reluctantly came back to reality.

"That's enough, Mr. Parker," she commanded, pulling him away from her pulsating nether section. "Now, lie down on your back, now."

Dropping his butt to the thinly carpeted floor, Peter eagerly beheld the now-familiar form of Lauren's fuckable physique on one side, and near his head as he leaned back, was Betty's now-naked and equally arousing body. Both women were smiling down at him erotically as they positioned themselves over him. Lauren lowered herself on top of Peter's cock, smirking and winking down at him as she gripped it tight in her hand and straddled him. Betty lowered herself onto his chest, just below the reach of his mouth, looking hungrily down at him with lustily lowered eyelids.

"Don't move, Peter," she crooned. "Just let my Lauren fuck big your cock, anyway she wants. Just sit there and take it. I, on the other hand, want you to lick my pretty pussy and make me cum all over your face with that talented tongue of yours."

The sensations were simultaneous: he felt the supreme pleasure of Lauren sliding him into her expert cunt as he smelled and tasted the steamy tang of Betty's pussy being lowered to his mouth. As the dark-haired, statuesque intern began jackhammering her relentless pleasure on him, he struggled to maintain his focus as he worked his tongue over the lips of his voluptuous ex-girlfriend's pussy. Soon all three were groaning, with the two ladies thrusting their hips against Peter's mouth and cock, while Peter ran his hands feverishly over the soft, supple curves of Betty's body while he pleasured her.

Peter had no idea how long they fucked like that, but he'd virtually lost all sense of time with these two. It seemed like forever, a heavenly threesome, and it wasn't until Betty grabbed his hands, which had settled on squeezing her big tits, and held his wrists down to his sides that he realized his tongue was getting tired and cramped. Lauren had ridden and pogoed him from all angles, motions, and speeds, and was still working him over zealously, often commenting about how awesome it felt.

It was when the young intern dismounted Peter that Betty squeezed his head even tighter between her thighs, starting to shiver and quake, her breathing catching quickly. "Oh god yes, Peter! Don't stop! Keep going! Yes! Yes! YES! YE—" she squealed, still pining his hands back at his side as the trickling walls of her pussy started to flood over his face in volume. "AAAH, FUCK! HOOA! Oh, GOD!" Betty came in spectacular fashion, thrusting her hips hard against Peter's face as she rode a wave of pleasure several times over. Peter, still bound by Betty's hands and body, groaned and smiled as the beautiful brunette quivered and dripped above him.

"Ahh, fuck!" he exclaimed, as Lauren re-mounted his cock with a long, loud moan. It didn't feel like before, though: it felt tighter, and hotter, and almost like there were two rings sliding along his shaft. Betty, continuing to hold him down in the afterglow, turned back to look, revealing nothing to Peter, but gasping softly and crooning, "Oh, baby, that's so hot!"

"I know," Lauren replied, the smirk evident in her voice. "I wonder if wifey ever did this for our little sex toy."

She started, slowly, to pogo up and down on him, and Peter was suddenly overloaded with a whole new set of sensations he hadn't experienced in years. They were warmer, tighter, more intense, and somehow… lengthier. And he knew. Even without seeing, he knew.

Lauren was fucking him with her tight, perfect ass.

It was unlike anything he'd felt in some time. His cock, super-lubed by Lauren's ample juices, was involuntarily flexing inside the steamy grip of the bodacious intern's bubble butt. She moved slowly, gradually building speed and momentum, and took every opportunity to flex and squeeze her muscles and massage and throttle his rock solid shaft, flooding him with extreme pleasure. It was so unbelievably tight, the friction so intense and hot, he almost couldn't believe he'd been able to penetrate her.

As he writhed and moaned at the experience Lauren was giving him, it was Betty's angel face and soft, mammoth tits he saw, and she simply hung over him, eyes wide with curiosity and lips partly slightly in an expectant smile. She clearly enjoyed witnessing his helpless reactions to these new sensations, and soon re-positioned herself over him to dangle her ample globes in his face. Dipping her head so that her mouth was just above his forehead, she started to whisper to her ex-boyfriend and current lover.

"How does it feel?" she asked, kissing him on the forehead as he clumsily flailed his mouth about, trying to suckle her low-hanging fruits. "Is it everything you ever imagined it would be, Peter? I'm sure MJ never let you stick it in her ass, did she? Feels good, doesn't it? See what you've been missing? What we've been missing? What we have to make up for?"

"Ah!" Peter groaned involuntarily. Betty's words and Lauren's buttfucking were rapidly bringing him to the forefront of an orgasm. He tried to respond to Betty's questions, but was so constantly overwhelmed and quivering from Lauren that he could barely process her words, much less come up with coherent ones of his own. "Oh, fuck me, this is awesome!"

"Oh, I am, and it is!" Lauren quipped, pounding her captive cock with more and harder intensity. "You're gonna make a good fuck toy, Mr. Parker!" Her voice oozed sex, and Peter wanted desperately to see what she looked like, fucking him with her ass. But when he tried to move Betty aside, she simply smiled, batted away his hands, and pressed her glorious globes into Peter's face.

"Oh, no, Peter," she crooned, grappling his head into her soft warm mammaries. "You're not in charge here. We are. Lauren and I decide what you see… what you feel… what you… taste…"

And she was right. Frustrated as he was at the inability to watch Lauren pogo her perfect posterior on his throbbing man-pole, he couldn't deny that he'd wanted to get his lips, mouth and tongue on Betty's rack ever since she showed up. She was every bit as firm and supple and satisfying as he remembered, and he couldn't help but marvel at the fact that it had taken them this long to get around to fucking each other again. She was so passionate, and well-shaped, and expert, and her tits were honey to his greedy mouth.

"Yes, that's it," she whispered. "Suck on my big fat titties while my slutty niece makes you cum inside her tight little ass. That's what we want, and that's what we're gonna get. Got it?"

Peter nodded between Betty's tits, desperately continuing to work them over even as he felt the climax start to overtake him. Lauren was relentless, and would not slow down her anal coitus, seeming to revel in the sudden starts and yelps of pleasure she was causing in Peter. Betty pulled him even tighter to her breasts, causing his breathing to become harder as he struggled to inhale and exhale. Soon he was helplessly pinned between the two naughty vixens, barely able to move or even whimper as they ran him headlong into an orgasm of unforgettable proportions.

He shot, with all the force (to him, at least) of a cannon, into Lauren's pulsating ass, causing her to explode a joyful moan as his seed slammed hard and repeatedly against her insides. Her anal tube flexed and seemed to shiver and shake against him, even as he continued spewing cum inside her, and he could tell the teenager was climaxing. After several moments of shaking and quivering and grappling and relaxing and flexing and moaning, everyone seemed to finally relax and bask in the sweetness of afterglow.

When Betty finally released him and rose, with a smile, off of him, he finally saw Lauren. She was sitting straddling him, much like before, only slightly further up on his hips. Her ass, which he couldn't see, was raised slightly, and as she smiled down at him, she rose up a little further to take him out of her.

"That," she said, "was divine, Mr. Parker." Pushing her glasses up on her nose, she smirked. "You realize, of course, that your cock belongs to us now."

"Agreed," Betty chimed in. "You get to be at our every beck and call for as long as we want." Her eyelids lowered erotically. "Unless, of course, you want us to tell MJ about all this."

Peter, who felt like he should have been more panicked about all this than he actually felt, simply shrugged and nodded. "I kind of figured as much," he said, feasting his eyes on the two luscious ladies by whom he was now being blackmailed. "It's not like I have any choice now."

They all started putting clothes on, with varying degrees of speed, and Peter had to admit, it was pretty nice watching these two voluptuous vixens get back into their decent appearances, knowing that he'd just nailed them both… and that they'd thoroughly nailed him. At one point, Betty gave Lauren Peter's cell phone number, which she called and made him add her to his address book. Rolling his eyes, Peter knew he was on the hook to their whims now.

"Think of it as a fringe benefit," Lauren said. "For me. This internship pays crap otherwise."

The two women, winked, waved, and leered as they left the room together, and Peter sank back into the computer chair, unable to believe this. Whatever Calypso had done to him, it was not only working, it was getting worse. He was attracting women left and right, and he could feel his libido getting more and more powerful. There had to be another way to figure out what was going on, as he seriously doubted he would be getting any research done here.

He needed to get home and regroup. Maybe things would look a little more manageable after a shower. At the very least, he needed to get the scent of sex and the two women he'd just banged off of him.

He just hoped he could get home without anymore incidents.

He rarely sprung for the expense of a taxi, but Peter couldn't think of any other way to make it home quickly and relatively incident-free. He was still wearing the clothes Calypso had left for him that morning—she'd taken his costume, which had been cut open anyway—but they were now stained with puddles and streaks of Lauren's lady-spunk. He could smell the scent of both her and Betty still on him, and horny as it was already making him, he knew he wouldn't be able to turn down any proposition from any reasonably attractive New York woman on his way home.

Hell, he'd nearly grabbed Lauren and whisked her off to somewhere, anywhere for a quickie when she winked at him knowingly and parted her lips with her tongue on his way out past the reception desk.

So Peter was glad the cab driver was typical New York cabbie: loud, thick-accented, and most importantly, male. "Where you want?" he blared as Peter quickly clambered in. He gave an address across town, and the cabbie nodded and replied, "No problem!" And they were off.

By the time they reached his apartment, barely ten minutes had passed. Peter paid the driver, silently cursing the expense, almost completely forgetting the gravity of his situation. He was mostly just grateful for the few minutes of relative normalcy he'd spent in the cab, just looking at the city and the streets, not having to play rear guard to his own ass from every woman in the city who happened to pass him. He went up the walkway to the door, and started to make his way up to his and MJ's apartment, glad to have his composure back for a while.

The first thing he did was strip off his clothes, turn on the hot water, and relax with a nice, long shower. It gave him the first real chance since all of this started happening to let go, and just absorb what had happened. Calypso had done something to him that was both making him extremely horny extremely often, and was causing women of all stripes to become aggressively aroused in his presence. After Calypso had fucked him—all night and many times—he'd been let go the next morning. He went to the Daily Bugle to try to do some research, only to get waylaid by the hot teenage intern, Lauren—who, it turned out, was the niece of his smoking hot ex-girlfriend, reporter Betty Brant, who gladly joined in for a threesome. After finally managing to satisfy all parties involved, he got home, looking to decompress from all this for a bit, and maybe figure out what was going on, so he could reverse it.

After he'd washed up and enjoyed the relaxing water for a while, Peter wrapped a towel around himself, intending to head into the bedroom and see if he could find a spare costume.

Which is why, upon seeing a costumed Felicia Hardy, aka the Black Cat, standing in the bedroom just in front of the bed he shared with MJ, he inwardly groaned, even as his heartrate and twitching cock accelerated.

There was no way in hell he was going to be able to resist the best lay of his entire life.

Her green eyes sparkled as her smile lit up the rest of her beautiful face, framed elegantly by ample locks of thick, white-blonde hair that cascaded over her shoulders and down to the middle of her back. She had one hand on the zipper to the bodice of her costume, a black leather thing which ran all the way down to her crotch and did nothing to hide the cleavage of her enormous tits, and she slowly unzipped it as she smirked at him through her mask.

"Where are your streets, Spider?" she asked, pulling the zipper slowly down to waist level, her bodacious breasts threatening to fall out of the costume. "It's not like you to have to go looking for your costume."

Peter took a moment to close his mouth before trying to compose a response for his on-again, off-again ally. "Well, even I have to take it off to shower," he said, in what he hoped was a controlled voice. "I assume you came in through one of the windows?"

"This one, actually," Felicia crooned, her eyelids lowering seductively. Moving closer to him, she pulled her bodice open, exposing her well-endowed splendors to her former lover. "Bedroom. It gave me… ideas."

Before Peter could move—and he was about to involuntarily reach out and squeeze Felicia's gorgeous tits—she was on her knees, unfurling his towel and taking a long, luxuriant whiff of Peter's body.

"Oh, someone's been at you recently," she murmured lustily, yanking the towel off to expose his hardened, hot cock. "I can smell traces of you both together. Maybe you and red got a little frisky before she left town?"

Taking him into her talented mouth, Felicia groaned approvingly as she swirled her tongue and saliva tightly around Peter's twitching member. She didn't care if he was married—Peter Parker had once been hers, and she was damn well going to have him again, as much as she could, while MJ wasn't around. He tasted as smooth and delicious as she remembered, and in a matter of moments the platinum blonde bombshell began to bob her head up and down on the webslinger's meaty cock.

"Oh, fuck, Felicia," Peter groaned, running his fingers gently through her hair to massage her scalp. "You always did know how to suck me off."

"Mm-hmm," she replied, never missing a beat as she continued fellating him. Wrapping her arms tightly around his waist, she squeezed him closer, tighter against her, so there was no way he would be able to stop her from pleasuring him. He was hers for now, and she wasn't going to let any of Peter's infamous attacks of conscience get in the way of getting what her entire body was aching for from him. Little miss Mary Jane was just going to have to share, whether she wanted to or not.

Peter, for his part, was not resisting, and even turned on at Felicia's commanding action. He knew from experience how beautiful, seductive, and satisfying she was in bed, and how difficult it was to keep her advances at bay on a good day. He knew that, with whatever had been done to him—and, by extension, her, it seemed—there was no way they were going to be able to keep their hands, lips, and other body parts off each other.

In fact, her blowjob felt so good, her hold on his body so strong, that he felt his knees beginning to buckle, amplifying his desire to sit or lie down and touch Felicia's soft, and firm, amazing body. He was a far cry from cumming—and suspected Felicia didn't want to swallow his seed quite yet anyway—but it felt like she was actively sucking his willpower, his energy, and his ability to stand all into her through his cock. It was a heavenly sensation, as it always had been with her, and he knew he wouldn't be able to continue in his position for much longer.

"Oh, god. Felicia—" he started, but was cut off.

"Cat," she said, looking up imperiously at him while she stroked his twitching, slick cock with both hands. "Call me Cat… Spider. Got it?"

Peter nodded, even more turned on. He'd forgotten how unbelievably sexy Felicia was when the gorgeous, green-eyed goddess gave him orders during sex. It was a turn-on that Mary Jane only occasionally indulged.

"Yes… please, Cat… let me sit on the bed." It was just on the other side of her. "You're so fucking good, and my knees are gonna buckle soon."

Felicia only grinned wider as she continued handling his tormented piece. "Maybe I want your knees to buckle, Spider," she murmured. "Maybe I want you to fall to the ground so I can continue to mercilessly fuck the shit out of your hot, helpless body. Maybe I want you know, once and for all, why I am and always will be a superior piece of ass to that dim-witted prude you married. Did you ever think of that, Spider?"

And then she engulfed him in her mouth again, not caring what his answer was.

Peter threw his head back and moaned as Felicia slowly, sensually massaged his throbbing member with her mouth and tongue and lips, his eyes rolling back almost involuntarily as the catsuit-garbed seductress hummed approvingly at his whimpering. He could feel his legs beginning to shake as Felicia put more weight on his waist and continued her sublime efforts to pleasure him, and he knew he wouldn't be able to stand much longer. He was going to fall. She was going to make him fall. And there was not a damn thing he could do about it.

"Hhrrraaahhh!" he groaned, as his legs started to wobble and shake violently around the knees. He fell, backwards, Felicia loosening up her hold on him just enough to keep herself at the same position when he hit the ground. By the time he looked up, he caught the last traces of Felicia's grin as she softly laughed and lowered her head to continue fellating him, the soft warm slickness of her magical mouth setting his world spinning yet again.

She seized his wrists with each of her hands after a few moments, pinning them to the ground while she silently milked his cock with her mouth. He wasn't going anywhere until he shot a big, hot load of cum into her mouth, and even then, he was only going to go to the bed so she could lay him down and fuck the shit out of him properly. Not that Felicia was in any hurry; he tasted really good, and she had no problem taking her time and making a whole experience out of just sucking on Peter's tasty, well-endowed penis. She deliberately took slow, luxuriant lashes on him with her tongue, occasionally probing against his shaft to look for sensitive spots—in addition to the ones she already knew her former lover had.

"Oh, Cat," Peter murmured, effectively unable to move now. "You feel sooo unbelievably good. It's like we never stopped doing this."

"Oh, we never will, Spider," she replied, jerking him slowly as she lifted her face from him to speak. "We will always be doing this, in some way, shape or form, for the rest of our lives. You'll never be entirely free of me. You never really were, were you?"

"No," Peter admitted, quivering as she lashed her tongue up the length of his shaft. "No one's ever really laid me as good as you have, Cat. Not even MJ."

"MJ never appreciated you the way I do," Felicia crooned, continuing to manhandle him. "She wouldn't titty-fuck you…"

The image of Felicia doing that caused Peter to groan lustily at the memory. Felicia smiled knowingly as her eyes flashed mischievously at his reaction.

"She never let you stick it in her ass…"

Another groan, and another grin as the two lovers remembered the pleasure they used to share with each other's eager, naked bodies when they weren't super-hero-ing.

"And she definitely never deep-throated you… just like I'm about to do right now."

Peter threw his head back, groaning in pleasure and anticipation as Felicia returned her mouth to the leisurely, deliberately slow endeavor of embracing and massaging his engorged, meaty pole. He was as delectably long and thick as she remembered, just as his flesh was every bit as smooth, warm, and pleasantly salty. She didn't care if he emptied his load into her mouth in only two minutes or in over two hours; his body was a sumptuous feast, and she planned to partake of its delights until she'd wrung out all the pleasure she possibly could from it.

The thought of Peter underneath her, as he had been so many times in their past, subject to her every last deviant whim and sexual desire, quickened the flow of blood to her pussy, and the subsequent wetness and warmth building in her loins. It also made her relax her throat as she fellated him, gradually priming it for her to impale her face even further on his crotch—as she had also done so many times before with him—so she could give him the supremely satisfying deep throating he deserved.

He would be hers for as long as she wished, after that.

"Ah, fuck yeah, Cat," Peter drawled slowly, feeling the slight pop of his cock as the head slipped into the warm tightness of Felcia's well-lubed throat. "Oh, do I remember this sensation, you slutty little goddess. Oh, how I've missed this!"

His hands traveled down to the sides of Felicia's head, where he massaged her gorgeous thick hair, scalp, and temples while the platinum blonde catburglar silently pogoed her face up and down against his crotch, milking his grateful cock with gratifying sensations he hadn't felt in years. He was acutely aware that her motions, while not lacking in energy, were of the more leisurely, unhurried pace of a blowjob professional who preferred to take her time and enjoy the entirety of the act rather than power through it in the hopes that feminine vigor would lead to a quicker, more powerful climax for the man. He'd always loved that Felicia had always prided herself on her sexuality, and was not afraid of exploring it, something Mary Jane wasn't always as keen to do.

After about a minute of oral and glottal bliss, Peter smiled at his feline-themed seductress as she raised her head from his cock to come up for breath. Her green eyes twinkled, free from both tears and puffiness, and he knew she was both enjoying her feast of him and accomplishing it with aplomb.

"You miss this, Spider?" she inquired softly, stroking his shaft slowly. "You miss your little pussy cat, purring and pampering you every night?"

"Oh hell yes," Peter replied. "I do. I think about you all the time, Cat."

"We never should have stopped this," Felicia crooned, her eyes narrowing erotically as her grip on him tightened, sending a quiver through him. "In fact, I think we need to start fucking again on a regular basis. What do you think?"

Peter would have automatically vetoed the proposal out of habit, but the shapely vixen slyly raised herself up enough for her full, sumptuous tits to pop into his view, and he knew he was hers.

"Oh, god yes, Cat," he replied, his eyes never leaving the splendorous, full D-cup mammaries. "I'll do anything you want, however you want. We'll find a way to make it work."

Felicia smiled triumphantly as she lowered her chest down below Peter's sight line. She knew too well Peter's weakness for big, heaving racks like hers, and she knew how to use it to her advantage.

"That's good, Spider," she said, moving her lips to his big, twitching cock and kissing it softly. "That's exactly what I wanted to hear from you."

Smiling down at him, Felicia fixed him with a knowing, commanding stare that had only a trace of a smile. "Now, seal the deal by shooting a thick, hot gob of your tasty cum down my throat," she heaved. "Right fucking now."

She held his wrists to the floor as she lapped up his trembling, meaty unit into her expert mouth, leaving Peter only the option of groaning helplessly and taking the beautiful platinum blonde's sexual attack. His balls were so tight right now, that she knew he wouldn't have any choice but to come soon, and she wanted it to be as nasty and pleasurable as possible for him. She hadn't swallowed his cum in years, and she seriously doubted anyone had deep-throated her captive ex in the adjoining years.

"Oh god, Cat," Peter whimpered, feeling the approaching onslaught of pleasure building at the base of his cock. "Oh, fuck. Oh, fuck! This is unbelievable! You ready to receive it, Cat? You want me to shoot a big, bad load down that tight, wet throat of yours?"

Felicia moaned an affirmative, sliding her throat open as she impaled her face against Peter's waist. It filled her, completely and deliciously, and inwardly she smiled, holding her breath as she began bobbing up and down on him. He wouldn't last long, and she yearned to feel the sensation of his cum slamming against her esophagus. The sheer anticipation made her quicken her pace rapidly.

Peter had no choice. Felicia was going to milk him of his seed, and get it just the way she wanted, no matter what he did. He felt himself starting to thrust his cock further into her throat, even as the extreme wave of orgasm began to wash over him. His toes curled involuntarily, his head whipped back and his back arched automatically as his mouth opened in a silent scream of pleasure. He could feel the intense buildup of pressure and the gratifying sensation of release as he popped length upon length of his fluid into Felicia's waiting, yearning, appreciatively moaning throat.

She must have stayed down there a full minute—her physical conditioning as Black Cat making Peter wonder just how long she could hold her breath—before slowly, luxuriantly pulling herself off his pole and looking down at him with half-closed, twinkling green eyes and a satisfied smirk. Running her tongue slowly over his gradually diminishing shaft, she dragged a fingernail or three over the skin of his stomach, making him quiver.

"That was soooo good, Spider," she crooned, lashing near the tip of his cock. "Hot, hard, and plentiful, just the way I like it."

"There's more where that came from," Peter said with a grin. "Especially for a living wet dream like you!"

Felicia laughed. "It's the leather, isn't it?" she said. "Or the white-blonde hair? Or maybe it's these D-cups I happen to know you'd like to fuck…"

She raised herself up above him enough to expose her soft, ample tits to Peter, whose cock immediately started to twitch and harden up at the sight of them. Felicia was quick to notice, her eyes widening and her jaw dropping in astonishment. Grabbing his rapidly hardening shaft, she fixed him with a questioning smile that gushed excitement.

"Well, well, what have we here?" she asked. "Has my Spider learned some new tricks since we last tangled tongues?"

Standing herself up, she removed the rest of her leather suit and pulled the hardening Peter up for a long, slow kiss while she fondled his cock. After a few moments, she broke the kiss, pushing Peter on to the bed he shared with Mary Jane. Felicia knew what she wanted, and now, thanks to Peter's rapid recharge, she was going to get it.

"You're gonna fuck me in your marital bed, Spider," she commanded. "Right now. Say it."

"I'm going to fuck you long, and hard, and thoroughly in my marital bed," Peter said, staring appreciatively up at the alabaster-toned goddess posing over him. "My wife is out of town, you're a much better fuck, and I'm out of control horny. Please, Cat, remind me all night why you'll always be the best!"

Peter's words were a bit of a surprise to Felicia. She wasn't expecting them to be so enthusiastic or passionate, and their ardor made her heart flutter as well as feel slightly weak in the knees. Grinning ear to ear, she winked at him as she bent down over her leather costume to find something.

"Not all night, Spider," she said. "But don't worry, you won't be disappointed."

She stood back up, a pair of handcuffs dangling from one of her fingers. "Remember these?"

Peter's eyes widened excitedly as he took in an extra breath of air. Slowly, he nodded as the white-haired vixen advanced on him, all smiles and smooth skin. As Peter feasted on her dangling boobage, she grabbed his wrists and moved them, close together, through the grate bars of the headboard, then cuffed each one so that Peter was bound.

"No using your strength, Spider," she whispered hotly into his ear, before running her tongue softly over it. "Your pussycat wants you bound and vulnerable, and subject to her every… deviant… whim!"

Before Peter could even respond, she settled her pussy over his throbbing erection, lowering it slowly onto him and making Peter groan in prolonged pleasure as she impaled herself on his glorious cock. As with her oral efforts before, he did not disappoint in filling her to the brim, and Felicia knew she had finally conquered Peter again, and would get everything she wanted from him. Looking down on him from her position, she smiled and lowered her eyelids erotically, running her hands all over her big soft titties and squeezing them together in a display designed to drive him wild in the sack.

"Hello there," she murmured, enjoying the shocked silent expression of pleasure from her captive lover. She wasn't even really riding him yet, and didn't plan to for at least a little while. She was going to make him do all the work from down there.

She waited a few moments, when his initial euphoria at their connection had passed. It was always good to make him wait for this. She simply stared down at him hungrily, playing deliberately with her tits as he came down and looked yearningly up at her. She drew the moment out a little bit, letting him wonder what was next for a second, then licked her lips at him as he realized what she was about to do.

She flexed.

There was no movement on Felicia's part, except inside her well-controlled pussy, as she squeezed herself tighter against the shaft of Peter's imprisoned cock. The action drove Peter crazy, as she knew it would, and she smirked as he involuntarily threw his head back, grunted, and began thrusting up into her in response. He moved himself further in and back inside of her several times, perhaps a dozen, before the effect wore off and he stopped.

Then she flexed again.

"Hah!" Peter breathed, repeating the sequence of actions, much to Felicia's expectant delight. She'd done this to him countless times before, and his responses always got her motor running. It was fun to make him squirm, and it felt really good when he plowed her cunt repeatedly in response. It was the kind of thing they could do for hours if they wanted.

Well, if she wanted.

"Remember this, Spider?" she taunted, her erotic smile widening at his flustered, horny reactions. "Didn't you love it when I did this to you? I know I loved it. Now, keep…"

Flex. Grunt, quiver, coitus. About a dozen strokes. Small come-down.

"Fucking…"

Flex. More grunting and fucking. Even smaller come-down.

"Me."

Flex. Groan of submission. Coitus ensued, as Peter tried to keep fucking Felicia as nonstop as he could. With his metahuman endurance, he could certainly make it seem like a long time.

"Yes…" Felicia hissed, luxuriating in the repeated pounding of Peter's pecker up her pleasurable, pretty pussy. Arching her back slightly and pushing her tits forward for him, she smiled down at her captive cum buddy as she enjoyed the constant in-and-out sensations of the urgent, meaty hardness he was wielding so ably inside her warm, wet insides. Peter had always been good in bed, but never more so than when she'd bound him down, gotten on top, and taken everything she wanted from him.

She got off on the control, and he really seemed to get off on being controlled.

Raising herself up a few inches, she grinned down at Peter as he felt her starting to slide off of him, planted his feet a little further up on the bed, and raised his hips to meet hers. The angle had an entirely different feel to it, and required more energy as the webslinger was forced to employ a more strenuous back and forth motion with his hips while they were in midair. It made for a deeper penetration that made them both purr with pleasure, even as Felicia smirkingly noted the extra effort on Peter's face as he tried to keep up with her. She loved that, and almost as much, loved the slapping sound he was making as he pounded constantly up into her.

"Oh, Spider…" she murmured, running a hand over his cheek appraisingly. "That feels so good. So unbelievably good. You're gonna pound that pussy. You're gonna pound my pussy for a long time, aren't you? Just like that. Just like that. You're gonna pound my pussy, just like that, and you're not gonna stop until your Black Cat tells you to, are you, Spider?"

"Yes, Cat!" Peter breathed, entranced by her goddess-like beauty, even as he labored eagerly to pleasure her pussy. "Oh, fuck, anything you want, I'll give it to you!"

"I want you to admit, once and for all, that I'm better than Mary Jane."

Their eyes locked, green over brown, as Peter continued to pound Felicia's heavenly cunt and she continued to smile erotically down at him. Her hands went to her soft, ample D-cups, and she began massaging and rubbing them provocatively, to his slack-jawed and pleased surprise. She was a white-blonde goddess who wouldn't take no for an answer.

"Say it, Spider," she crooned hypnotically, continuing to play with her mammaries. "You've known it this entire time. You know she doesn't hold a candle to me, in the sack or otherwise. She might taste your cum, but you know I'm the one who'll swallow it… if you want me to. I've got bigger titties than she does, which I know you notice. Say it. Say I'm better."

Peter could feel his heart racing erratically with each word Felicia said. His breathing was uneven as he kept fucking the bodaciously statuesque seductress with every ounce of energy he could muster. She was completely and totally taking advantage of the situation…

… but she was also completely and totally right. About the sex, at least.

"You're better," he said, unable to break his gaze with Felicia despite the guilt that lashed at him.

A constant pistoning and slapping of flesh. "Say I'm better than Mary Jane."

A slight hesitation as Peter groaned. "You're better than Mary Jane."

"At what, Spider?"

Before he could answer, Peter felt a hand on his throat as Felicia squeezed slightly. It made him gasp, and pleasure flooded his brain even as he felt slightly frightened by the action. Felicia had never done that to him before, and he found himself hardening up even more inside her as he struggled slightly for breath. At this rate it wouldn't be long before Felicia made him shoot another load into her hot, horny body.

"At this," he said tightly. "At working me over in the sack and fucking my brains out!"

A surprised gasp was all he could muster as Felicia emitted a low, sensual moan, tightened her grip on his throat, and slammed her hips down on his with such force that he was pressed back against the bed. By the time he realized what was going on, she risen herself up and slammed herself forcefully back down on him, her sexy laughter an appropriate accent to the supremely pleasurable feel of her slick, steamy insides as they forcibly worked his throbbing rod into overdrive. He could barely breathe in Felicia's grip, sending a thrill through his entire body and somehow heightening the physical pleasure, as he felt his lover raping him and saw her satisfied smile begetting a hard, triumphant grin.

"Fuckin'-A-right I am!" she said, impaling herself harder on him and bucking her hips faster against his trapped cock. Up and down, back and forth, round and round… it all became a swirl of motion as Felicia tried to bring him off as hard and fast as she could. "Now, you're gonna say it as I make you splash that big, hot load into my pussy. Aren't you, my Spider? Say it!"

Peter, bound, pounded, and struggling to breathe, turned his head fitfully to his sides, trying to deny what he knew Felicia wanted. He could feel his balls tightening as Felicia mercilessly rode him into submission, and he doubted he would be able to resist giving it to her. She felt exquisite, lush, and silky, and her unceasing efforts to milk him dry of sperm were making him feel good beyond his wildest dreams.

"I… I…" he whimpered. "I can't…"

Felicia's hand flew from his throat as she continued to pound him, driving him inexorably to what was quickly becoming the orgasm of his life, and she smiled eagerly down at him as she squeezed her ample tits together and massaged them for him. "Yes you can, Spider," she crooned. "Say it, and you can play with the kittens here."

Damn her! It was all too much for Peter. Between the ceaseless pounding of her warm, wet cunt against his cock, the forceful dirty talk, the bondage, light choking, and now the promise of being allowed to suck her big, round, ultra-soft boobies, he knew he was done for. A wave of pleasure overtook his body, and he nodded submissively to Felicia even as he made his "O" face for her.

"AAAH, FUCK! I LOVE YOU, CAT!" The words exploded out of his mouth in the same way his cum exploded from his cock and splattered against her waiting insides. Both were involuntary, inevitable, and supremely satisfying.

And interestingly enough, both induced a fairly low level of guilt in him.

Felicia's response was immediate. She collapsed against Peter, her mouth open wide as she moaned and shook and virtually yelled out as her own orgasm took her. She grabbed Peter's head and grappled it to her generous chest, the lashes of Peter's warm tongue on her nipples complementing the pleasure that was shaking her body to rapture on top of his. His hot cum was dribbling down her inner walls, and she could feel the meatiness of his steadily declining hard-on.

She wanted more.

Luxuriating in the warmth of afterglow as her captive lover eagerly ran his tongue and mouth over her soft round tits from underneath her, she smiled and sighed audibly as she plotted her next course of action. She had to leave soon, but not before she got one more good, hard shot of cum out from Peter's lovely loins. It probably wouldn't take too long—he would fuck her again soon—but she wanted it to be something special. Something he would never forget. Something MJ would never do for him—which was a pretty long list, in Felicia's mind.

"You can break the cuffs now, Spider-stud," she said, continuing to hold his head to her massive splendors. "I'm too lazy to go get the key while you work my big titties over in your mouth, and I've got others."

Peter groaned an affirmative, his mouth never leaving the smooth, creamy round flesh of Felicia's breasts as he started to pull his arms apart. Usually it was a simple pull-apart that he could do without thinking, but his first effort was unsuccessful. Unperturbed, he tried again, thinking it was the angle, the taste of Felicia's tits in his mouth, and the sheer amount of physical exhaustion he'd been put through in the last day. When the cuffs wouldn't give the second time, he reluctantly took his mouth from Felicia's boobs and looked at them.

"What the hell…?" he wondered.

Felicia noticed too, frowning slightly as she noticed her sensitive pink nipples were no longer being teased by Peter's expert tongue. "What's wrong?" she asked. Then, with a smirk she added, "Did I drain you of all your super-strength?"

"No, I don't think it's that," Peter replied, somewhat absentmindedly as he struggled in vain against the restraints. "Though I guess it could be, but… err… well, I can't break the cuffs right now."

Felicia's grin widened. "Really?" she crooned.

Peter nodded. "Yep, I'm stuck here for the moment."

Her eyes now widened, and Peter realized she was planning to use this information to fuck him some more.

"And here I thought you were just being polite while I ravaged your captive body, Spider! This puts a whole new spin on our situation…"

Slowly moving herself against him, she churned and danced her pussy against her captive lover's cock, grabbing her tits and licking her lips sensually, coaxing his rod gradually back to life inside her tight velvety purse. The thought of being suddenly very vulnerable to her whims was also having an effect on him, though he still couldn't stop himself from trying to talk his way out of things.

"Cat, this isn't funny," he said, barely resisting the urge to thrust up into the white-haired goddess's pussy as she flexed eagerly against his re-hardening cock. "If I've lost my strength, I may have lost other—"

A single finger over his lips silenced him, and as he looked up at Felicia's beautiful, smiling face and killer body, he knew he was in for whatever she wanted.

"Shut up," she whispered. "I have a key, so I'll be able to let you go… when I've had my fun."

She flexed again, and this time Peter couldn't resist. He quivered and gasped, and thrust up into her as she grinned down at him triumphantly.

"That's a good Spider," she crooned, rubbing her tits together for him. "Doing everything his mistress demands. Now, do us both a favor and keep fucking my horny wet pussy while we think about how to get you free…"

She let the sentence hang between them silently, waiting a few moments to see if Peter would stop thrusting up into her snatch. When she was satisfied he would fuck until ordered to stop, she squeezed her nipples together, pinching them for Peter's visual benefit. It felt really good, and she knew he loved it when she put on a show for him.

His eyes widened at the display, and she pulled his head into them, eager to feel his tongue on her soft flesh. The sensation was nearly electric, it felt so good, and Felicia gasped as she realized she must have been especially aroused at the situation they were in. Her tits were virtually vibrating with anticipation and longing for more stimulation. She didn't get like this very often, but Peter had occasionally managed to bring it out in her.

She was in easy range of a breast orgasm.

"You like these big titties, Spider?" she asked, pulling herself off of his cock even as she squeezed Peter's head harder to her chest. "You like my big, soft, round, fat titties in more than just your mouth, don't you?" Peter nodded, groaning affirmatively as he virtually drowned in the flesh deluge Felicia was pressing into his face.

"Good, because I'm gonna fuck you with them again. What do you think of that? You wanna fuck my big titties like the bad boy I know you are?"

"Yes!" Peter gasped as Felicia finally released his head and moved away from him.

He watched the hot temptress as she moved over to the rumpled pile of her leather and fur Black Cat costume, searching it for something. His cock, though aching from so much recent use, was hard and twitching and eager to satisfy the feline-themed seductress, and he pulled vainly against the handcuffs, instinctively wanting to grab her perfect ass as she bent over to look for it.

"Mmm, found it!" she purred, pulling herself up with a smile and facing Peter with a very small vial, probably from one of the pouches or belts she had on her costume.

Pulling off the lid, she smiled naughtily as she poured the contents of it on her chest, and began smearing it all over her luscious globes. It was an oil of some sort, as her tits quickly took on a glistening sheen that brought back powerful sense memories of how they felt, slipping and sliding against his cock. Peter could feel himself hardening up even further in anticipation of Felicia's plans.

"Mmm," Felicia groaned, rubbing herself up as she sauntered back toward the bed and her bound lover. "I'm so sensitive right now, Spider. My titties just need to have a big cock between them, plowing and plunging the flesh between them just like another pussy. Remember how I used to come sometimes when you fucked my tits? That's exactly how I feel… right now…"

"Oh, fuck!" Peter groaned, still pulling ineffectively at his bonds. He could feel the cuffs against his wrists, threatening to cut into the skin if he continued to pull, but he really wasn't used to not being able to simply break free. Between that and the display Felicia was putting on as she prowled sexily up the bed towards him, he was all adrenaline, his rod virtually pointing skyward like a flagpole. When the seductive blonde finally took his cock into one of her oiled hands, it was all he could do not to blast a load of cum right then and there.

"Oh, we will, Spider," Felicia smirked. Her grip was tight, but slicked by the oil, so it felt intensely pleasing as she slowly began to jerk him off. She maneuvered herself between his legs, chest over his hips, her big, beautiful, shiny splendors hanging mere centimeters above Peter's tortured cock. "You know I have an obsession with jewelry. Right now, I'm craving a pearl necklace. And you're gonna give me one."

She continued working his shaft at a leisurely pace with her tight, slick hand, slowly lowering her chest to Peter's crotch while locking eyes with her helpless victim. The touch of his hard, smooth prick to her soft, galvanized tits made Felicia quiver, and she could feel herself involuntarily trembling as it slipped, slided, and twitched eagerly against her statuesque curves. Peter groaned powerlessly, his mouth wide open as the naughtiness of their situation overwhelmed him, the triumphant set of Felicia's smile and the glint of her green eyes reminding him that she was far superior to his wife in bed.

As she guided his cock firmly into the crevice between her big, soft, slick mammaries, both groaned at the sensation of feeling him slide smoothly and fully against her womanly flesh and into her makeshift pussy for him. Felicia immediately grabbed her tits and squeezed them tightly together, securing him inside her chest, her mouth hanging open at how good the sensation felt. She was extremely close to release already, and she knew Peter wouldn't last long if she really pogoed the hell out of him.

"Fuck me," she commanded him in a throaty whisper. "Fuck my tits right now, Spider!"

"Oh yes, Cat!" Peter murmured, shoving his cock even further into her slick, fleshy crevice. An immediate surge of pleasure went through both of them, and as Peter pulled back and forth, pistoning for all he was worth into Felicia's chest, his seductress reveled in the feel of his desperate exertion before starting to pump herself up and down against his cock. The throbbing, vibrating sensation in her breasts was even more intense now, and she could feel it quickly building in her cunt as well. Peter's cock was long, and thick, and full of sensation for her, and she knew it would only be a matter of moments before they both came again.

"Give me that pearl necklace, Spider," she quipped through grit teeth, trying in vain to prolong their pleasure. She could feel herself about to explode, as the throbbing in her chest built to a mind-shattering shaking and her pussy began dripping her juices on the bed. "I want a big, thick, gooey pearl necklace, right fucking now!"

Peter, helpless in his cuffs, throbbing furiously between the slick warm tightness of Felicia's bouncing, impressively fleshed globes, would have been unable to stop himself from doing exactly as his dominating seductress had commanded. Groaning and yelling incoherently as the white-haired goddess physically and verbally egged him on, he thrust violently, hard up into her tits, his spunk spewing forth from his cock with a force he couldn't recall in recent memory, splattering against the underside of Felicia's upturned chin. Her mouth opened wide as she continued to look at him, goading him on for more as he continued to shoot.

"YES!" she exclaimed, her own climax taking her as she felt her tits and pussy exploded in a surge of pleasure and quivers that rocked her entire body. "Oh, FUCK yes, Spider! Aaaahhhh! Ohhhh…" She could feel herself shuddering and shaking against her lover, even as his cock continued to shoot his cum all over her chin, neck, and chest from between her tits.

It was several moments before the two lovers could look back at each other, both spent, smiling contentedly at one another in the afterglow. Licking her lips suggestively at him, she briefly rose up from him, her chest and neck covered in his pearly seed, and took his rapidly declining pole into her hand. There was still some cum on it, and Felicia lowered her head to lick his cock clean, eliciting a low groan of pleasure from Peter. She was surprised to feel him harden up again, as well as push his penis further into her mouth.

"Oh, Felicia," he moaned. "Please. Don't make me perform again. I'm already a bad enough husband."

Felicia lifted her head up, winking erotically at Peter. "I was just cleaning you off, studly," she said. "Not my fault you're so sensitive." She lowered herself back onto him, seeing some more cum she'd missed, but also tempted to make him perform again, as his quickly hardening erection proved him capable of doing. He had tasted really good before, and she could definitely do with a second helping.

But she also knew she had to go, soon. Glancing at the clock on the dresser, she realized she was running a little late for a little job she had lined up some time ago. Heaving a big sigh and making a big show of pretending to be disappointed, she got up and went to her costume, blowing a knowing kiss at the naked, handcuffed Peter who couldn't get up.

"But I suppose I can bag you some more another time," she crooned, slipping back into her costume. She took especial care to leave the cleavage wide open on her bodice, electing not to clean off the spunk that was glistening so prominently on her generous chest. "After all… I know where you live!"

"Felicia?" Peter asked as she was about to climb out the window. "Aren't you gonna un-cuff me so I can figure out what's up with my super-strength?"

"Oh, I'm sorry, studly," Felicia replied, a dazzling smile lighting her face as she winked at him. She came back in, removing a small key from one of the pockets in her costume. Setting it on the nightstand next to the bed, she leaned in and kissed him hard on the lips. "There's the key. Have fun using it!"

She was out the window in a flash after that, leaving Peter stunned, naked and bound as the sun was starting to set. After a moment's horrified realization, Peter heaved a sigh, realizing that, all things considered, there were much worse situations to be in, as well as much worse courses of action that could lead to situations like this. He laughed contentedly, feeling too satisfied to worry about the immediate present.

About fifteen minutes passed before Peter, realizing how dark it was getting, finally decided to make a move for the keys Felicia had left on his nightstand. He was still stark naked, still handcuffed to the headboard by her set of handcuffs, and still glowing from the three fabulous rounds of sex they'd had. Now it was time to get on with the rest of the evening, whatever that might bring.

Fortunately, Peter had always been limber as Spider-Man, and even with his strength temporarily (he hoped) gone, he was more than capable of getting out of a situation like this. It wasn't too much effort, clamping down on a key with his feet, moving it to the edge of the nightstand, grabbing it with his toes, and dropping it right next to his head so he could grab it with his teeth. It wasn't a completely smooth endeavor, to be sure, with Peter having to reposition and swing his bare legs across his body like a contortionist, but with a little effort and probably more than a few silly-looking positions, he finally managed it.

It wasn't until he was going for the key with his mouth that he heard a soft, mellifluous laughter that simultaneously chilled his bones and fired his loins. Swinging his legs back into his original prone position, Peter looked up to see Calypso standing in the bedroom doorway, hands on her hips, grinning down at him. She was as naked as the last time he'd glimpsed her, and her eyes still glittered a strange kind of yellow-brown in the receding light.

"My, my, Peter Benjamin Parker," she crooned. "I didn't know you had such wild partners in your life."

Peter reflexively curled his mouth into a sneer at her, even as his view of her smooth, perky little body caused him to want to start fucking her again. "I shouldn't," he replied. "And I didn't, until you came along."

Calypso strutted slowly over to the bed, sitting herself next to him while she slowly ran her smooth warm hands over his chest and stomach. "You're welcome," she said, fixing a lustful look on him. Reaching down to take the key away, Peter was very aware of her smooth round breasts as she continued, "I have a proposition for you, Peter Benjamin Parker."

"What did you do to me?" he demanded, trying to take control of the conversation.

Calypso's eyebrows shot up, and she reached for his cock and squeezed it in a hard grip that was extremely pleasurable and very nearly painful. Peter threw his head back and bucked his hips slightly as his dark-hued captor merely smiled down on him.

"I'll be the one asking the questions, dear Spider," she smirked. "I know that you still don' have your super-strength back. It'd really be a shame if I had to leave you this way for several days, wouldn't it?"

"You raped me," Peter said, undeterred. Calypso's smile widened as she leaned her face into his.

"You enjoyed it," she replied, kissing him savagely.

Her lips were soft and suckable, and her strong, limber tongue was bathed in the honey of her saliva, and Peter quickly found himself kissing her back despite himself. Calypso had broken him of his fidelity, and set him up so that he would continue to be unfaithful, which ironically made her special. As the physical memories of how she felt and tasted and smelled came flooding back to him, he knew he wouldn't be able to deny her for very long… if at all.

"Didn't you?" she finished, pulling away from him.

Peter's breath was heavy as he flailed for a reply. "It doesn't… change… the fact that…"

He was cut off as Calypso, smiling and leering, quickly straddled herself on top of him and mounted him. In seconds she was riding him, her tits jiggling slightly as she bucked herself up and down on his captive meat pole. Peter could only groan helplessly, both horrified and highly turned on by the ease with which Calypso had escalated the situation. She was a gorgeous, devious little thing, bouncing shamelessly and endlessly over him in an obvious but effective bid to take control of the conversation.

"See, Spider-Man?" the witch hissed savagely, impaling herself over and over on him. "You enjoyed it then, just like you're enjoying it now."

"No…" Peter murmured, even as Calypso's pussy forcefully milked his shaft, rocking his pleasure centers.

"Yes… you love being a whore, don't you?"

"No…"

He could feel himself having to deny the truth, but he wouldn't give in to Calypso's honeyed words.

Leaning over to him, Calypso grabbed his head and pulled it to her breasts, nudging his mouth with her soft, succulent flesh. "Admit it," she crooned, continuing to pound her pussy against his captive cock like a jackhammer. "Love your mistress's titties, and prove that you're a philanderin', cheatin' sham of a husband once and for all!"

"No… please!" Peter whimpered. He tried turning his head away, but Calypso's position of strength and his forbidden desire to do as she instructed made it impossible. In desperation he tried to bite his lips closed, but even that only lasted a few moments as he finally relented and gave his Haitian dominatrix exactly what she wanted, clamping his lips around her delicious tits and sucked and tongued them for all he was worth.

"Yes, Peter Benjamin Parker," she whispered delightedly. "Yesss… suck those titties. You know you can't resist your mistress when she wants something, can you?"

"No, mistress," Peter grunted shamefully around mouthfuls of soft, succulent dark round flesh. "I can't."

"I want you to come soon," she said, quickening the intensity and speed at which she was fucking him. "We have business to discuss, and I want to do it tonight. Are you ready to come for me, Spider-slave?"

"Oh god, yes, Calypso," Peter breathed, reveling in the simultaneous bounty of her soft round tits and the sweet, warm tightness of her pussy's velvety grip on his imprisoned cock. Despite the relative brevity of this fuck, he was already on the edge of orgasm. "Oh, fuck…"

"Give it to me," she demanded from above, her glittering eyes the only dancing feature of her impassive, imperious stare. "Give me your essence, slave. Now!"

"AAAHHH, FUCK!" Peter gasped. The command rocked his psyche, and he could hold back no longer as Calypso churned and slid herself forcefully against him. He slammed himself up into her as hard and as thoroughly as he could, his entire body shaking as he involuntarily pumped his fluid into her pussy, much to his seductress's sly pleasure.

She pulled back from him, watching the slave quiver and shake as she took her own pleasure from his loins. His helplessness was intoxicating, and his shameful enjoyment of her body was positively clench-worthy. A full body shiver engulfed her, and in moments they were climaxing together in a shared orgasm.

"Yes!" Calypso crooned, coming alive against him and shaking savagely against him. "That's a good Spider-slave. I never expected destroying your life would be quite this much fun! Did you?"

Peter sighed heavily, shaking his head and smiling despite Calypso's words. It was funny, in a dark sort of way. "Not at all," he breathed. "Definitely the most fun I've had when someone's tried to destroy my life."

"Good," Calypso replied, running her fingers over his lips. "Because I have a little favor I need you to do."

Peter could feel his stomach dropping at these words, as he realized this was where the not-so-fun part of Calypso's machinations would be coming into play. She really did have him by the shorthairs, and she knew it. If she wanted him to commit crimes now, she could hold his infidelity to MJ over his head into virtual perpetuity now.

"Fail, and MJ finds out everything," Calypso continued. "Succeed, and I will say nothing of any of this to her, leaving you only with your conscience to deal with—provided you pleasure me from time to time."

Peter grinned as she undid his cuffs for him. Either he really was amazing in the sack, or whatever Calypso had done to him had proven just as effective on herself as well. She may have fallen victim to her own medicine.

"Of course," Peter said ironically he pulled his arms down and shook his wrists, grateful for their release. "What's this favor, and just how illegal is it?"

"Ready to take it off, MJ?"

The question shot smoothly from the alto voice of the young woman right beside Mary Jane Watson-Parker, as the two readied themselves for the nude scene she would be doing shortly. She looked remarkably like MJ: same height and build; same volume, style, and length of long, red hair; and, for the moment, the same dark blue strapless cocktail dress for the scene. Her eyes were green like MJ's, though they weren't as big and wide, and her facial structure was slightly more narrow, although she was every bit as classically beautiful as the famous actress.

"I don't know, Jules," sighed MJ, checking the fit of her dress in the mirror. This dress was tight; it hugged every one of her generous curves and cut off just where her thighs began, accenting her hourglass figure and leaving little to the imagination. "I may as well do the scene with this thing on. It's not like they won't be able to tell what I look like underneath."

Jules chuckled, shaking her head as she did her own check of her dress. MJ was unable to resist discreetly staring at her as she did so. Jules had met her three days ago, at the airport, explaining that the studio had assigned her to MJ as her personal assistant, handler, and if necessary, body double. It was unusual to have someone so similar in such close proximity, and MJ wondered if it wasn't just a touch of narcissism that compelled her to gaze at her companion. It was either that or she was slightly bi-curious, something she was pretty sure she'd have realized by this point in her life.

They looked remarkably similar at first, with striking good looks, red hair, and green eyes, but subtle differences did emerge upon even a quick inspection. Jules Hefler looked slightly more imperious and regal than the wide-eyed MJ, with her smooth, slightly narrower facial structure and more guarded expressions. They were also different in terms of endowment, as was clearly obvious for the purposes of this scene. Whereas Jules straddled the boundaries of a generous B-cup and C-cup, MJ herself was a fully C-cup cutie, occasional D-cup diva. Still, while she may have filled her clothes out generously with her bounteous mammaries, Jules had a smoothness to her curves that made MJ do a double-take when she saw her in revealing garb.

"You know that reasoning won't fly with the producers," Jules said. "Men want to see us naked. They like tits, they like nipples, and they love pussy. They'll want to see as much as they can get away with."

MJ nodded, already comfortable with Jules's relative crassness. One thing this woman definitely was, was direct, and she appreciated that immensely more than any propriety of speaking etiquette.

"I know," she replied. "And it's not like I didn't know what I was getting into when I agreed to take the part. But now—"

"Now you actually have to do it," Jules finished, a wry smile playing on her face as she pulled a pack of cigarettes from her purse. "And you're not so sure you'll be able to."

Lighting up, she took a puff, exhaled the smoke easily from her mouth, and silently offered MJ a drag. She looked fretfully at it, then at Jules's insistent face, and slowly took the cigarette, wondering if she really did regret revealing to Jules that she'd once—or twice, depending on how you looked at it—been a smoker. As she took a drag on it, the familiar sensation of the nicotine flooded her airway, sending a rush through her that did wonders for her mounting nerves.

Jules smiled triumphantly. "That's my girl," she crooned as MJ exhaled. "It's not like you care what other people think, right? I mean, you said your husband's okay with this?"

"He is," MJ said, unconsciously taking another pull on her cigarette as Jules pulled out another one and lit up. "He's not doing handsprings about the idea, but he is supporting my decision."

"Well, then the rest doesn't matter," Jules said. "Be grateful you've got what you have. Few husbands seem to be as understanding as your Peter."

"I know," MJ admitted, smiling serenely. "Peter's great. I miss him quite a bit already."

"So I've heard," Jules quipped, taking another drag. "If he's half as great as you say he is, I'd take him home if he were single."

MJ laughed at that. "Yeah, two hot redheads like us," she joked. "He'd never be able to handle it."

"Bet it wouldn't be for lack of wanting to try, though."

"True," MJ replied. "Faithful though he may be, my husband is still just a man."

A knock at the door told them they were due to be filmed soon. The two redheads finished their cigarettes, made a few last-minute adjustments to themselves, and made their way to the film set, smiling all the while. MJ blithely wondered how she'd brought up even the distant idea of teasing Peter with another woman, but quickly brushed it off. She'd done a lot of things she didn't normally do upon meeting Jules, like smoking a cigarette. It was likely a temporary thing, and would probably last no longer than when she left Hollywood in a few days.

"Finally, some quality time alone together," MJ crooned in her role as Leanna, the temptress whose purpose was to steal away the main character of the film while they're at a party together. Her green eyes glittered with purpose beneath her half-closed eyelids as she pushed Matt, the handsome male lead character played by actor Paul Wills, back towards the bed in the hotel room constructed for them. "What say we make the most of it?"

"What did you have in mind?" he replied with a smile, leaning easily back to sit on the side of the bed. "I mean, you do know I'm with Sharon, right?"

"I didn't hear the word 'married' anywhere in that sentence," she murmured sultrily, sitting on his lap and draping her arms around him in what she hoped was a seductive manner. The moment of truth was nearly here, and she certainly wasn't feeling as sexy as she was supposed to be in this scene. "Maybe you'd like a sample of what else is out there?"

Maintaining her smile, she leaned into the kiss, taking Wills's character—and hopefully Wills himself—by surprise with her forwardness. Their mouths met smoothly, and it wasn't long before the tongue-locking ensued. MJ snaked her arms around Wills's neck, pulling him in and thinking that he was, overall, not a bad kisser. No comparison to Peter, of course, but she was biased. He seemed to know well enough what he was doing to keep her engaged. Even so, she could feel the apprehension coming over her as they broke the kiss.

"Mmm, nice," she said, her voice low and soft as she leaned back slightly, her hands moving to the portion of the dress just covering her generous tits. "I've got something else you could do with that magical mouth of yours…"

Heart in her throat, MJ grabbed her dressed and pulled it down, her glorious globes popping out into view between them. Wills's eyes widened hungrily as his jaw dropped in amazement and lust.

"Oh, wow," he murmured, awestruck. He wrapped his arms around her waist, pulling her in, his mouth open in eager anticipation of her flesh…

"Okay, I'm sorry. Stop!"

MJ had turned herself away from him at the last moment, flashing the camera crew with her large, creamy, bombshell tits, an embarrassed frown sullying her visage as she got up off of Wills.

"Oh, MJ!" she heard the director say from the set, clearly annoyed. "You were nailing this scene!"

"I'm sorry," she said flatly. "It's nerves, jitters, whatever. I'm just not feeling comfortable at the moment."

"Do you and Paul need some time to get acquainted?"

"No, Bob," she replied, looking back at the clearly disappointed Paul Wills. Only moments ago she'd been kissing him, and she knew full well what 'getting acquainted' meant in this industry. No way was she going to mess around with another man while her husband was so generously supporting her decision to bare it all in front of the camera. "I'm sorry. I'll get there, but this is my first time. I just need to adjust to it."

"Take all the time you want," Wills said, feasting his eyes on her as she re-covered herself. "It's worth the wait."

"Thanks," she replied, not entirely sure she appreciated the compliment.

"Okay, well, we need to get some more shots of this scene in the mean time," Bob the director bellowed. "Julie, you're on deck."

Jules approached the scene, squeezing MJ's arm reassuringly as she walked past. "Drinks tonight, right?" she asked, a sly smile and wink dotting her features.

MJ nodded, taking her in as she entered. Jules knew how to ooze sex appeal. She had a slow, confident, slinky walk that made her hips sway noticeably, and men's eyes take immediate notice. She was noticeably less endowed than MJ, to be sure, but smooth roundness of her cleavage was captivating nonetheless. But most notable of all was her face. She had an expectant, domineering smirk of confidence that instantly made it known who was in charge. Looking at her, MJ had no problem believing this smoking hot redhead could have any number of men eating out of the palm of her hand.

MJ stepped off the scene, watching from the set. She was intrigued to see how Jules would play this.

"Action!" Bob the director exclaimed.

"I didn't hear the word 'married' anywhere in that sentence, stud," Jules purred, her voice low and raw with lust as she pulled Wills in to lick his ear. Wills was getting noticeably hot and bothered by the action, his jaw dropping silently as one hand went to grip Jules's smooth thigh. Pulling her head back slowly and fixing a sexy, droopy-eyed stare at him, she finally drawled, "Maybe you want a sample of what else is out there!"

Wills groaned, moving his mouth to Jules in anticipation. MJ was impressed; if she were a guy, she'd have been just as ensnared. As it was, she could feel her breathing and heart rate quickening slightly, as she waited to see what Jules did next. She was nothing if not fun to watch, at least!

Her mouth hovered just above his for a moment, and Jules stuck her tongue out just before dipping her head to his. She pulled back after a moment, as though she'd been a cat taking a quick drink from an oasis. She smiled predatorily at Wills, then did it again, and again, as though the actor was merely a kind of fountain for her. His groans and whimpers left no doubt as to how impressed he was with her performance.

"Mmm, nice," Jules said, her hands rising to her dress and, in one smooth movement, pulling it off over her firm, round breasts. The quickness of the action sent a naughty thrill through MJ, who'd played the scene much slower and (assuming the term applied here) more chaste. Jules's interpretation of this character was a woman who simply loved to fuck, who reveled in her dominion over men, and who enjoyed making them beg for more. Nudging Wills's mouth with her tits, he was already working on her when she said, "I know what I want you to do with that magical mouth of yours…"

The next few minutes vacillated between erotically hot and socially uncomfortable, as the two actors basically dry-humped, swapping spit and quivering hotly in each other's embrace. MJ was almost jealous, but not of Jules; she was so good at making the scene pop with sexual energy that she found herself almost wanting to be in it with her, in Wills's place. Recoiling inwardly as she realized what that entailed, she also found herself wondering more and more if she wasn't indeed more than a little bi-curious.

"Wow, that was fun!" Jules said as they walked off the set together. "I'll bet Wills won't be forgetting that scene anytime soon. First you, then me… I'll bet his girlfriend'll be jealous."

"I'm glad auditions are over," MJ conceded. "You totally blew me away."

"Nah," Jules replied, shaking her head as they made it to the dressing room. "It's just two different ways of playing it. I'm definitely on the slutty side. You're seductive, gorgeous… and married. Very married."

"Well, you'll have plenty of shots from that scene," MJ said. "You really made it sizzle."

Jules smiled at MJ. "Thank you!" she said, flattered. "And speaking of shots, what say we get out of here and see how much fun we can have tonight?"

Eager to get the relative humiliation of the shoot out of her mind, MJ readily assented to Jules's suggestion that they quickly get dressed up and go out early. When they got back to their luxury apartment, she went right for the shower, letting the hot water and steam wash over her smooth curves and slowly massage the rest of the day away. A little dancing and drinking would be just what she needed, and with Jules around to keep an eye on her, she'd be well taken care of.

She stepped out, toweled off, and tried on a couple of outfits before deciding on her evening attire, a low-cut green cotton long-sleeve that hugged her curves nicely, but not too provocatively, complemented by a hip-hugging pair of black slacks. She would stand out no matter where she went, but this would hopefully be tame enough not to send the wrong signals to too many men. She could hear Jules in the other room getting ready, and as she applied her makeup, she found herself wondering about where they were going.

"So Jules," she called, "are we hitting a gay club or what?"

Jules's scoff was audible. "Where would the fun be in that, girlfriend?"

"Just thought that'd be the simplest way to avoid getting groped on," she replied. She didn't even finish the sentence before she heard Jules snickering.

"Don't you worry about that, sweetie," Jules said as she moved out of her room into the kitchen. "No one's gonna disrespect you without losing something valuable. We'll be fine. And we're going to HQ tonight!"

MJ hadn't ever heard of HQ, but that wasn't saying much. She didn't spend much time in Hollywood, and its club scene wasn't that important to her, so she simply nodded, again trusting her new friend's judgment. As she finished applying the final touches to make herself look like even more of a knockout, she smiled and made her way out to the kitchen, confident that tonight would be full of fun and adventure.

She did a double take upon arrival, taking in Jules's outfit. Her pants were black, tight, and flat-out leather. Her top was very see-through, with a black bra clearly displaying the skin around her smooth round tits. She wore a belt that sported a pentagram on the buckle, makeup that even more starkly accented her regal beauty, and even made her look almost supernaturally good-looking.

"God, I wish I had tits like yours," she said with a smile as MJ entered the room. "I'd never leave the clubs by myself with a figure like that!"

MJ blushed, smiling. "Thanks!" she said. "But I'm sure you don't have that problem. You're pretty hot, yourself."

"Oh, I know," Jules quipped, laughing. "And you're right, I generally don't have that problem. But sometimes a little extra oomph up here can really seal the deal. You know what I mean?"

MJ nodded, trying not to stare too hard as Jules cupped her breasts through her shirt at her. She couldn't believe she was feeling uncomfortable, let alone aroused at the display, but as she swallowed back a sudden rise in her throat she realized that was exactly what was happening. Jules thankfully seemed not to notice, quickly dropping the point and turning to the counter behind her.

"So, let's get ready," she said, grinning and sliding a pair of shot glasses into view. Dark liquid rested in them, and MJ could see an open liquor bottle nearby. "One for you, one for me. What do you say?"

"Right now?" MJ asked, a little taken aback. "I thought we'd be drinking at the club!"

"Oh, we will, honey, make no mistake," Jules replied. "But I want you loose before we even get there."

She grabbed both shots, moved quickly to MJ, and handed her one. "On three," she said, then counted down before MJ could protest.

Before she knew it, she was downing the shot, of what she was pretty sure was tequila. The liquid burned as it cleared her throat, and MJ could feel her face squeezing customarily as the initial shock of the liquor hit her. By the time she returned her glass to Jules, her head was spinning, mostly from the fact that she'd so quickly taken her shot.

Jules looked critically at the glass, making sure MJ had finished all of it. "Good girl," she said. "I'm guessing you're a bit of a lightweight…"

"Well, I don't drink all that often," MJ said quickly.

"… so I'll make sure to go easy on you tonight. But we're out to have fun tonight, so no quitting til the night's over. Okay?"

MJ nodded, a little numbly. Was the liquor hitting her already? "Okay," she said.

"One more?"

"Oh yes!" MJ exclaimed.

They arrived at the HQ in style, a pair of smoldering hot redheads dressed to kill. They stepped out of a cab Jules had arranged, and instead of standing in the back of the line quickly forming around the club, they went to the entrance, where Jules nodded at the bouncer, and went right in. MJ was very impressed, not only with the atmosphere of the venue, but the expertise with which Jules had guided her into it.

The interior was like many clubs: multi-leveled, crowded with stylish yet desperate people, well-lit dance floors and barely lit booths. Bars were crowded, waitresses were beautiful, harried and perpetually on the move with drink orders. Dimly aware of Jules's constant presence, MJ allowed herself to be led by her through the club to a booth just beyond a curtained corridor, where there was a little more privacy and a little less struggling for elbow space.

They'd gotten through the first couple of drinks and at least one cigarette apiece relatively quickly, before MJ really started asking about the club.

"So why's this place called HQ?" she asked, her speech already starting to slur slightly. She was aware of it, but didn't really care at this point. She was more entranced with the slight swimming sensation of her head as inebriation started upon her. "And why is it so popular?"

"It's near the headquarters for the West Coast Avengers," Jules answered. "They're about three blocks north of here, actually. Popular rumor has it that quite a few of them come over here when they're not in uniform."

MJ took a drag on her cigarette, wondering if she'd know any of the current West Coast Avengers. Peter certainly had worked with most of the Avengers over his superhero career. It would be interesting if she recognized any of them out of uniform.

"So who's likely to show up here?" she asked. "Captain America? Thor?"

"You're still trapped in New York, babe," Jules responded, shaking her head. She had hypnotic eyes right now, for some reason, and MJ couldn't stop staring into them. "Think USAgent, Hawkeye, Ant Man, maybe Wasp or Scarlet Witch. The second stringers, such as it is."

"Ouch," MJ said, finishing off her mixed drink. "That's harsh. They're still super-heroes."

"True," Jules said, smirking. "I'd probably fuck any of them, truth be told. But you know who I'd really like to nail, even though there's no way he'd been seen out this far west?"

"Who?" MJ asked, leaning forward, though she was pretty sure she knew the answer.

"Spider-Man."

MJ was pretty sure she was able to keep a neutral expression, or an appropriately mock-scandalized one, or whatever she needed to do in order not to let on that this was her husband Jules was drooling over, but she couldn't be absolutely sure. When she eventually nodded in agreement, she could see Jules smiling and winking at her.

"See, you know you'd want to, too," she went on playfully. "There's just something about the way he moves, and his wiry build, and his reflexes and agility… I just bet he'd be thunder in the sack!"

"Mm-hmm," MJ crooned with a smile, sighing. "He is. Would be, I mean. But no one knows what he looks like under that mask."

"That's part of the charm, though!" Jules gushed, puffing on her cigarette. "I mean, I can already tell he's got a killer body. Part of me would want him to fuck me in every hole with his mask on, and another part of me want to rip that mask off. See what he looks like underneath, and especially to see his face while I rock his world from top to bottom."

MJ smiled, taking another swig of the drink that had appeared in front of her. She had to admit, this was a fun conversation, though probably not for the reasons Jules thought.

"So who would you fuck?" Jules asked.

The suddenness of the question surprised MJ, and she nearly choked on her drink. Putting it down, she avoided Jules's searching, expectant gaze, and took another drag on her cigarette before looking back at her.

"Peter, of course," she said, leveling the best serious gaze she could in her chemically modified state.

"Of course, Peter," Jules chided, "but what if you had a night off from him? Who would you shag?"

MJ sighed, but knew she wasn't going to get out of this. Fortunately, she had an easy answer ready.

"Spider-Man," she said simply.

"Oh, that's such a cop-out," Jules smirked, surprising MJ with a knowing look. "I know exactly why you said Spider-Man!"

Before MJ could quite get nervous at the implications of that phrase, she continued, "You just heard me say it, and don't want to really tell me who you'd bang!"

MJ breathed easy, knowing it was silly to think anyone out this way would suspect her husband of actually being Spider-Man. "What can I say? You got me."

"Of course I do," Jules said, standing up. "But enough talk. I'm sure you're good and drunk. Let's go dance and sweat some of that liquor out of your system."

"I'm not dunk!" MJ protested, aghast. "I may merely sound dunk, but I'm not dunk at all!"

"Of course not," Jules replied, grabbing her by the hand. "Let's get you moving before you get even dunker."

MJ had to admit, the dancing was a good thing right now. She could feel the music thumping through her whole body as she and Jules found a spot on the floor and just bumped, grinded and swayed to the sounds dominating the club. The buzz from the alcohol helped remove her inhibitions, and she could feel herself smiling more and blithely doing things that she wouldn't have normally done on a dance floor.

At one point she found herself pulled in close to Jules, their eyes locked, their pelvises grinding playfully against one another. Soon after that they wound up chest to chest, her melons pressed against Jules's apples, and MJ was only slightly surprised to feel her hand grabbing Jules's firm, leather-clad ass. She also couldn't be certain, but she thought she felt Jules's hand pressed against one of her tits through her green shirt.

"Having fun?" Jules smirked at her. MJ nodded, grinning. Jules's smirk deepened. "Want to have even more fun?"

MJ was pretty sure she hadn't answered before she felt both of Jules's hands on her face, as well as the other redhead's lips on hers. More shocking than the fact of their presence was the ease with which she responded in kind. Jules had thick, soft, suckable lips that beckoned her to caress them with her own. MJ obeyed the call, and moments later found herself rewarded with Jules's warm, moist tongue as she inserted it into her mouth.

"Mmm," MJ groaned, eyes closed as she temporarily forgot where she was. She only knew that she was making out with another hot woman, and that she didn't want it to stop. Soon she realized she had one hand on Jules's ass, and another cupped against one of her breasts. "Oh, god…"

As Jules broke the kiss, reality set in and MJ felt mortified about what was happening. Looking around, she saw several men watching them appreciatively, and the music reasserted itself, reminding her that they were in a public place. She made her way clumsily off the dance floor, Jules close behind her.

"Let's get back to the table," Jules said, taking MJ by the hand.

"Oh my god," MJ said, pulling her hand away but following Jules as she took the lead. "I can't believe that just happened."

"I know," Jules said, winking at her. "I thought you'd never come around."

"Oh, whatever," MJ countered, sitting down and lighting a cigarette. Leave it to Jules to make light of a serious situation. "I must have had too much to drink."

"I doubt that," Jules said, mirroring MJ's actions. "Besides, it was just a little bit of fun. You telling me you didn't enjoy sucking face with me?"

"Yes. No. Wait a minute. It's just that—" MJ stammered. She steadied herself, took a puff on her cigarette, letting the smoke envelope her insides with its warmth. Exhale. "It's just that—that—is not something I just do for fun."

"Well, maybe you should," Jules replied. "It'll loosen you up for the shoot, plus, it'll give you some nice experience for impressing your husband…"

"Yeah, I think he'd be upset if I fucked around on him, even if it was with another woman," MJ said, taking another pull on her drink.

"Honey, the only way he'd be upset with you over that is if you didn't invite him to join in. Or watch."

MJ looked at Jules for a moment, her expression stolid. Then she laughed. Jules joined in.

"You're probably right," she admitted.

"I know I'm right," Jules said. "Trust me, I know men pretty well."

"Is that a fact?"

The question came from a man who'd just positioned himself in front of their table. Looking up, they saw he was a well-dressed, confident man with a good build and way too much self-assurance. MJ could see Jules already rolling her eyes as he went on.

"Cuz it looked like you were more experienced with the women out there on the dance floor," he drawled.

"Your point?" Jules asked curtly.

"I'd like to try to change that," he said, grinning purposefully at both of them. "Tonight."

"Not interested," MJ said, not impolitely.

"Oh, come on," he purred. The words were merely a pretense; this guy was obviously very sure he was going to convince them. "You ought to give a man a chance before you flat-out reject him."

"I don't think we need to give anyone any kind of chance," Jules replied, standing up. "I suggest you move on, before you find yourself put out to pasture a little earlier than expected."

Her words had the intended effect. The man drew himself up to his full height, fixing her with a baleful glare. "And just who's gonna do it, little missy? You? Or your little lesbian friend there?"

MJ saw Jules's eyes flash, and knew at that moment that she'd made some kind of decision about him. She wasn't sure what, but she was not prepared for what she heard next from her friend.

"Maybe we should go somewhere a little more… private… you and I," she said, her voice suddenly soft as satin and hot as hell with lust. "Figure out if you can handle a real woman."

Apparently he was surprised as well, as his eyes were wide and his jaw slack as he finally nodded. Grabbing his hand, Jules turned to MJ.

"I'll be back soon," she said. "Stay here, and don't talk to anyone, okay?"

MJ nodded numbly as her friend disappeared with the stranger. She wasn't sure what else to say, and the liquor buzz wasn't exactly helping her think on her feet.

She wasn't sure how much time had passed, but when she finally decided to act, she bolted up out of her booth, anxiously looking for the door. How could she possibly have been so stupid, to just let Jules walk off with that cocksure cretin? Was she alright? How would she find her?

Bounding out the rear exit, she found herself in an alleyway, the sound of a man in pain ringing in her ears. Following the sound, she rounded a corner and saw Jules, standing imperiously over the man who'd been bothering them, her hand holding on to one of his. He looked horrible, like all the moisture was being sucked from his body. He was shriveling up, and continued to do so until he was little more than a dried out husk.

Then she saw something that truly spooked her. A little patch of purplish light formed just outside the man's dried-out mouth, in the shape of a butterfly. Jules reached out her hand to casually grab it, and popped it into her mouth as if it were a candy. She then groaned pleasantly and swallowed it, smiling triumphantly as she turned to see MJ behind her.

"Mmm, delicious," she purred, grinning at MJ.

Now Jules herself looked different. Her red eyebrows had elongated to reach far above and beyond the sides of her face, and her eyes had taken on a distinctly black tone. She still looked gorgeous as all hell, but also positively demonic.

"Now, where were we?"

For a moment all MJ could do was stare. "J-J-Jules?" she stammered, rooted in place as the sleek, grinning beauty slinked slowly her way. "Did you… k-kill that guy?"

"More like did the world a favor," Jules answered lightly, never breaking her stride. "He was scum, and I got rid of him. Low-level drug dealer who wasn't above using drugs on women at bars to sleep with them."

"H-how did you know that?" MJ asked.

Jules was now right in front of her, and she found herself backing slowly away from the confusing situation. Jules merely smiled sweetly, keeping pace with MJ and maintaining an intimate closeness with her. Given the seriousness of things, MJ couldn't believe she still found herself fighting not to ogle Jules's stark beauty, the smoothness of her body lines, and the practically satanic slant of her appearance.

"Call it street smarts," she replied. "Knowing things about people comes with the rest of my abilities." MJ felt herself bump up against a building wall, and as Jules leaned in to close the distance between them, she could feel Jules's breath on her neck. It made the tingling sensation brewing between her legs intensify even more. "Beauty. Seduction. A few magic tricks for convenience. The ability to devour men's souls."

MJ could feel her throat tightening. Jules's face was so smooth, and she was wanting more and more to kiss her again. "W-w-what…"

"What am I?" Jules asked, lips practically on MJ's. "Short answer: I'm a succubus. The better question is, who am I?"

Running a finger seductively down MJ's arm, she leaned her mouth in close to MJ's ear. "Don't you want to know who I am?" she whispered. MJ nodded silently, swallowing, her heart practically in her throat. She was quivering all over, from the fear, from the buildup, from Jules moving herself all over her body against this wall, and she knew she needed release of some sort very soon.

"Please…" she whispered.

Jules grabbed both of MJ's arms. "Call me Satana," she murmured softly. "And don't worry. I won't hurt you. Not unless you ask me to!"

And the shock of her mouth on MJ's ear, the steamy grip of its pleasure against her, coupled with the terror she felt at this woman to send her senses into overdrive. They were suddenly kissing, and MJ found herself easily getting lost in this seductress's soft warmth and supple curves. She could feel herself yearning, the desire from the depths of her loins to give herself to this demoness, this succubus, this purveyor of carnal pleasure.

Cabs were called, and distances were traveled, and she hazily found herself back at the apartment rather quicker than she thought possible, her freakishly seductive partner alongside her every step of the way. The night was still relatively young, but there was no further need for drinking, no further need for clubbing or innuendos. There was just this, and as much time in the world as they could take to do it.

MJ cradled her hands against the ones clamping her sensitive D-cups, still not quite able to believe she was doing this. Jules, or Satana, or whatever her real name was, pressed herself tightly up against MJ from behind, her own breasts crushed against MJ's back as she squeezed the bounteous soft flesh beneath her green long-sleeve, eliciting an enthralled moan from her prey.

They had barely made it through the door of the apartment, and were fooling around in the entrance hallway just beyond the door when MJ felt Satana's hands grab the edges of her v-neck collar. Yanking the material outwards and down, Satana felt MJ's tits pop out of the shirt as she released the material and pressed her hands back against her warm, soft flesh, lightly raking her dark scarlet fingernails over her sensitive mounds.

"Oh, god," MJ crooned, her hands desperately rubbing Satana's leather-clad thighs. Her neck lanced with pleasure and pain as Satana bit into her from behind, licking and sucking on her almost like a vampire. "Oh, god. Satana... yessss..."

She was cradled tightly in Satana's embrace, the succubus's arms and hands pressed tightly against her body to keep her in place. The shock of her mouth and tongue working over the yearning flesh of her neck sent ripples of searing pleasure through her, causing MJ to briefly lance and quiver in Satana's arms at times. But Satana was strong, perhaps unnaturally so, and kept the blushing housewife easily in place while she mauled her prey thoroughly with her hands and mouth.

"You want this, don't you?" she whispered hotly into MJ's ear as she pinched a plump nipple on the model, eliciting a desperate moan from her. MJ's nod was quick and immediate.

"Please..." she answered.

"Promise you'll do anything I say," Satana said, her soft voice low with the demand. "Anything at all."

"Yes, I promise!" MJ squeezed her hands, one against Satana's leather-clad thigh, another atop the hand Satana had on her right tit.

She wriggled slightly, the anticipation shooting through her body as she felt her seductress's other hand, already pressed against her bare abdomen under her blouse, slide southward beneath her pants. Her waist quivered and her pussy tingled excitedly at the prospect of sexual release, and MJ felt herself involuntarily pushing her pelvis against the motion in anticipation. Between this and the stimulation of Satana's other hand squeezing her big breasts like a pro, she knew she was in for a fun night of sex and adultery.

"Lose the pants," Satana said into her ear, before biting down and sucking on it. Her hand was inching closer to MJ's steamy cunt, and she wanted unfettered access to it for what she had in mind. Squeezing her prey's mammoth titties one more time, she released her.

MJ immediately snapped to, hands working quickly at her crotch as if she'd been shocked into doing it. Within a few seconds, she'd loosened her pants, bent over and pushed them down her long, shapely legs. Satana smiled appreciatively at MJ's bubble butt and the speed of her enthusiasm before re-seizing her from behind.

"Good girl," she crooned, pushing MJ's hair out of the way before kissing her neck again. Spider-Man had good taste in women, she had to admit; his wife had smooth, satiny skin that was pure joy for her to taste and suck. Seducing her, and then him, would be one of the most fun acts of hedonism she'd ever committed. Taking a final, slow drag on her neck with her tongue, Satana pushed her forward gently. "Now, let's move over... here."

MJ meekly complied, writhing lustily in Satana's embrace as the succubus positioned her a few feet from their last spot to a position right in front of their living room closet, a sliding unit with mirrored doors. MJ gasped slightly at the sight reflected in them: she was mostly naked, bare from the waist down and with her big soft melons pulled out from her green blouse. Satana's arms snaked around her waist from each side, one hand caressing her generous chest, the other hovering tantalizingly over her pussy. Her head was cradled against MJ's own, resting on her shoulders as she looked intensely at her soon to be lover.

"Watch," Satana said, locking eyes with MJ in the mirror's reflection. "I want you to watch yourself. How you look, how your body quivers, how your face reacts when I do this to you. That's all you get to do. Got it?"

MJ swallowed and nodded shakily, her heart beating rapidly with lust and anticipation. "Yes," she whispered, her eyes fixed on Satana's intensely erotic stare. "I'll watch."

Satana smiled, turned her face to MJ's neck, and bit into her neck with a ferocious kiss, causing MJ's jaw to drop widely and her green eyes to widen in shock and pleasure. Moaning her surprise and exhilaration loudly, her mouth relaxed into a satisfied, sultry smile as Satana continued to maul her like a mock vampire. She felt one of Satana's hands squeezing her amply fleshed right tit, and saw how beautiful her left orb looked, with its massive bounty of soft white skin and erect, slightly popping nipple capped with a nicely sized circle of pink areolae.

Removing her hand from the one squeezing her right tit, she began playing with her left breast while she luxuriated in Satana's oral ministrations.

She didn't notice Satana's other hand until its fingers nudged the sensitive membranes of her labia, causing a sudden full-body twitch as MJ's mouth again flew open in an involuntary moan. She couldn't believe how shocked and vulnerable she looked, or how sexy it was to be in the confident grip of this sleek, demonic vamp of a seductress. As Satana continued to brush and stroke her fingers over and slightly inside of her cunt, MJ was again rocked by ripples and waves of pleasure, and shook and and quivered as she stared wide-eyed at her total submission to this woman.

"Yes," Satana whispered softly into her ear, drawing out the word erotically. "See how hot you are when you're turned on? How beautiful you look when I tease you and drive you to the edge, MJ?"

She continued fingering MJ, not giving her a chance to respond as she spoke. "See how vulnerable and sensitive and desperate for release you are while I play with your pussy?" she continued, basking in the increase of MJ's shaking and moaning and quivering in her embrace. "How much you want it?"

MJ nodded quickly, her cunt tingling and moistening even more. She was yearning desperately for release, and could feel herself opening even wider in anticipation.

"Well, get ready to receive it, babe."

And without any hesitation, Satana reached her hand down even further and slid two fingers deep inside MJ's salivating cunt, immediately caressing her steamy insides. MJ, still wide-eyed and wide-mouthed at the sight and sensations upon her, virtually exploded joyful noises as the feel of Satana's strong, sinfully adept digits probed and rubbed parts of her body to which only Peter had previously had access. Her body involuntarily bucked and shaked and quivered in waves, and she could feel herself moving against her seductress's ministrations, greedily seeking as much friction and pleasure as she could.

And it was coming. Wide, green eyes planted helplessly on the reflection of her helpless, eye-poppingly gorgeous body in Satana's confident reach-around embrace, she felt her internal temperature quickly rising as Satana's hand quickly found the tell-tale bundle of nerves that comprised her clit. A few well-moistened rubs lashed it, and MJ knew she was only moments away from cumming all over her new lover's hand.

"Oh god!" she moaned, throwing her head back and starting to shut her eyes. "Oh fuck! Jules! Satana! I-"

"Keep your eyes on your reflection!" Satana commanded, her low murmur carrying all the force of a hammer.

MJ nodded, struggling to open her eyes and look at herself as she start to cum. She was shaking all over, her bodacious tits heaving with each rapid intake and expulsion of air. All of her normal poise and confidence were gone, replaced with a wide-eyed, open-mouthed expression of desperate need and overwhelming lust. And all the while behind her, Satana merely glared confidently and erotically at her as she clasped the model and aspiring actress to her pulse-pounding embrace.

MJ could feel her legs shaking and starting to give out as her climax overtook her, but Satana held her up, determined that she should cum standing up. She watched as she involuntarily bucked, over and over, against the fingers massaging her clit and caressing her labia, her jaw dropping even further and her moans growing even louder as the wave of pleasure washed over her. She exploded pleasure, her cunt spurting her juices in a steady stream normally reserved only for Peter's best and most successful efforts.

"That's my girl," Satana crooned in her ear as MJ struggled to re-balance herself. "Give me all that pussy juice. I can't wait to taste it!"

MJ groaned at the suggestion, finally shaking off the most turbulent part of her orgasm. Satana removed her fingers from inside her, and MJ slowly extricated herself from her embrace, pulling her top off completely so she could face the demoness nude. She saw Satana sucking the two fingers lustfully, eyeing her suggestively as she did so, which helped trigger some smaller waves of pleasure in her afterglow.

"I'm told I taste good," she said, somewhat shyly.

"You do," Satana purred, pulling the digits from her mouth slowly and pulling at her see-through top. "And I think you could stand to be tasted quite a bit more tonight. Don't you?"

"Oh, fuck yes," MJ replied easily, her smile lazy and her eyelids lowered confidently in a 'come over here and fuck me' expression that she knew drove men crazy. She wasn't sure who Satana was, or why she'd seduced her, but she no longer cared. She hadn't had sex that good except for a handful of times with Peter, and he wasn't around right now. Leaning in to kiss her seductress, MJ groped Satana's see-through top, pulling it as she murmured, "But I think we need to even things out, clothes-wise..."

Satana giggled slightly as her lips met MJ's, and as the two redheads lost each other in the honey of each other's mouths, fire seemed to play about their full, longing lips and teasing tongues. She tasted a hint of her own juices mixed with Satana's saliva, and felt herself getting turned on by it. By the time they broke the kiss, MJ realized she was gripping the smooth, soft skin of Satana's midriff. Pulling back slightly, she realized the succubus was now entirely nude, her clothing nowhere to be seen.

"Wow," she said, impressed.

Stepping back, she looked over Satana's body again. She was slightly shorter than MJ, with a smooth tautness to her muscle tone that suggested real power beneath her curves. Her build was overall wispier than MJ's classic, full hourglass figure, but her tits were still generous and soft and round, and looked perfectly made for her body. Her long, red hair was straight, and framed an elegant, high-cheeked face that was both beautiful and commanding, as though she radiated a kind of demonic royalty.

And she was smiling lustily at MJ.

"You are so beautiful," she breathed, overwhelmed by Satana's sexiness.

Satana smirked, pleased, her eyes flashing suggestively as she strutted towards her prey. MJ felt herself rooted helplessly where she stood as Satana lashed her tongue out at her mouth, then kissed her, hard. She quivered as Satana's fingers tightened against her skin, nails lightly raking her back and ass. She pulsed with anticipation as the delicious temptress emitted a long, lusty moan and moved down to her neck, maintaining her commanding hold over MJ's soft, yearning flesh.

MJ couldn't believe how good this felt. Satana really knew what she was doing, and thrilled the supermodel as she moved her mouth further down her body. She worked MJ's tits over thoroughly, licking and biting on her nipples with just the right amount of pressure, tearing her teeth away with a motion that made her start and clench in anticipation. When she was done, she pulled herself back up and smiled at an open-mouthed, heaving and quivering MJ.

"Lay back on the bed," she murmured.

MJ looked behind her. "Bed?" she said, "But we're not in-"

Her voice caught as she saw her bed behind her, and recognized the surroundings of her bedroom in the apartment. Somehow, they'd gotten back to her room while Satana had her in the throes of carnal pleasure!

"Oh!" she gasped, lowering herself to sit on the side of the bed. Laying back, she gasped ecstatically as Satana sauntered onto the bed with her, straddling herself over the luscious actress's stomach and effectively pinning her to the bed.

"Spread your arms out," she commanded. MJ did so, her heart racing.

Satana smiled down on her, leaning to one corner of the bed and pulling a black, buckled leather wrist restraint from underneath the mattress. With an erotic flash of her eyes, she enclosed it around MJ's wrist and fastened it tightly so she was bound to the mattress. She leaned to MJ's right and repeated the motion with her other wrist.

A thrill of excitement went through MJ, though it was also coupled with fear. "I, uh, don't know about-"

"Shut up," Satana commanded, with a wink and a sexy smile. "Remember: I won't hurt you. Not unless you're into that."

MJ nodded, and was soon helpless beneath Satana, who thrilled her hands by running them all over her generous curves, reveling in the actress's heavenly flesh. After a few moments of this, she moved to kneel at the other side of the bed, between MJ's spread legs and hovering her mouth just in front of her exposed, quivering pussy. She now had her exactly where she wanted her.

"You've never been with a woman before, have you?" she asked, before licking the inside of one of MJ's thighs. MJ quivered and moaned sharply, trying to pull away at first and then relaxing as the shock of pleasure became more manageable. Satana repeated the action with her other thigh, eliciting much the same results, before MJ, heaving and already pulling against her restraints, shook her head and breathed a heavy, "No. No, I haven't."

"Are you... enjoying it?" Satana crooned, running her tongue all the way down MJ's thighs, nipping at her soft, deliciously vulnerable flesh, much to the other woman's shocked delight. She worked MJ's calf muscle over for a moment, before sliding her tongue further down her leg and over her feet. Taking her big toe into her mouth, she licked, sucked, and lightly fellated it as though it were a cock.

MJ again jolted, loudly groaning her pleasure at this situation. Peter had never tried sucking her toes before, and until now, she'd never known what she'd been missing, but that felt exquisitely good! Whatever else Satana might be, she was good at showing how pleasurable the unexpected could be!

"Sooo much," MJ drawled heavily. "I can't believe how good this feels! You're sooo good at this!"

Satana licked her lips at MJ. "You will be, too," she replied. "By tomorrow night, you'll be an expert in pleasuring women."

"I will?" MJ breathed. "Why is that?"

"Because you're going to repeat everything to me tonight that I do to you," she said with a smirk. "Starting, now..."

And Satana dipped her head to MJ's eager, yearning pussy, and thrilled the delicious actress with her first ever lesbian cunnilingus. Before she knew what was happening, MJ was groaning and gasping heavily, her pussy already tingling from the lascivious lashings of Satana's talented tongue. The red-headed seductress was a sinful pleasure between her legs, her head occasionally bobbing slightly as she worked her oral magic over every last exposed membrane in MJ's steamy, tasty cunt.

"Oh, fuck!" she exclaimed, feeling her thighs tighten around Satana's head as she tried to pull the succubus's face tighter against her hungry pussy. Her lips and tongue were an unbearable sweetness to MJ's insides, and she was helpless to resist the urge to fuck her face. Satana, however, was having none of it, and used her position to pry MJ's legs apart and suspend her oral ministrations for a moment.

"Ah, ah, ah..." she chided with a smile and a wink, waving a finger at her in a "naughty, naughty" gesture. "I know it's not easy to control yourself, darling, but try."

And with that she buried her face in MJ again, much to the captive redhead's desperate delight. MJ could feel her thigh muscles twitching rapidly as Satana reached a hand up to squeeze her exposed, sensitive tits, and knew she wouldn't be able to resist long. Satana's tongue danced dangerously close to her clit, sending shivers through her entire body, and the tightness of her seductress's grip on her tits made her even hotter with desire. One more shock of pleasure and she'd squeeze again...

And Satana knew it. Raking the nails of her other hand down the inside of MJ's thigh, she immediately heard the "AHH!" at the same time she felt MJ's legs try to wrap around her head. Smiling, she forced them apart again.

Rising slowly, luxuriously, she feasted her eyes on the bound, bodaciously-endowed body of the world-famous redhead beneath her. Shaking her head, she saw MJ's eyes widen even further as she stammered breathy apologies. Reaching into a nearby nightstand, she pulled out two pairs of ankle restraints and began fastening them around the surprised, heaving redhead's ankles.

"MJ, MJ, MJ," she sighed, her smile indicating this was only a playful pretense. "You just can't seem to control yourself, can you?" Securing the other end of one of the restraints to a corner of the bed, she tightened it until it was taut; MJ would be unable to squeeze that thigh enough for it to matter. "I guess I'll just have to take matters into my own hands..."

"Oh god, oh god," MJ stammered, both thrilled and frightened at being further tied down by Satana. Even to someone as new at bondage sex as she was, MJ knew this was an odd angle: she was positioned perpendicular to the "normal" angle of the bed most people laid or fucked in, so her legs were spread even further apart than she'd imagined. It felt odd, and slightly painful, to be stretched in such a way. She was now completely at Satana's mercy, and scared as she was of it, was eager to see what that entailed.

"God has nothing to do with this," Satana crooned, lightly running a finger up MJ's bound legs, starting at her ankle, tracing it slowly up her calf, over her thigh, then slowly, tantalizingly close to her twitching pussy, before moving on to her other leg, to MJ's audible disappointment. "This is a much more primal, elemental thing."

Bringing her hands back up to MJ's pelvis, she fixed her with a pointed look. "I'll bet you don't know how good you taste. Do you?" She felt rather than heard MJ's desperate whimper as she twitched and heaved below her. She would do anything right now, anything she wanted. Now was a good time to demonstrate.

Plunging two fingers into MJ's already wet pussy, Satana smiled triumphantly as the captive redhead groaned and came alive around her, bucking her hips as much as she could while the succubus finger-fucked her for a few minutes.

"That's a good girl," she purred over MJ's moans and exclamations of lust. "Somebody's desperate for a good, hard fuck, isn't she?"

It was true. MJ was thrusting and squeezing and bucking with what little mobility she had, and she looked hot as hell. She was a beautiful woman, and she was desperate for release. Time to hold it over her head.

"Now," Satana purred, extracting her amply coated fingers from MJ's quivering snatch, "take a taste."

Pointing them just millimeters above her lips, Satana was only slightly surprised that MJ immediately lifted up her head and enveloped them hungrily in her mouth, grunting lustily as she swirled her tongue all over the cum-soaked digits. Bobbing her head slightly and locking eyes with her seductress, she emitted a low, pleased-sounding groan as she continued, clearly enjoying the experience. Clearly, Spider-Man had gotten head from his wife more than a few times over the years.

"See?" she crooned, feeling her own juices marinating between her legs. "See how good you taste?" Pulling her fingers out of her mouth, she traced them down MJ's body as she settled her face in front of the actress's exposed, vulnerable cunt. "Now you know why I want to do this."

And she dipped her tongue into MJ's pussy again, taking full advantage of her bondage to tease, torment, and titillate the supermodel endlessly, until she was begging openly for release, promising to do anything, say anything, be anything, just so she could get off. At that, Satana smiled, lifting her face from MJ's pussy.

"Be a traitor," she crooned softly across MJ's ample heaving, quivering curves. "Tell me your husband's super-hero identity."

"Whaa-?" MJ started to ask, her blood going cold... just before Satana dipped her head back down to continue pleasuring her. Soon the adrenaline was mixing with the warm tingling building down in her loins, threatening to overwhelm her with pleasure. "Aaah, fuck! Oh! Satana! What are you-oh , god!"

"Who is he, red?" the redheaded succubus murmured, now working her fingers quickly inside her prey. "Is he someone I'd like to fuck?"

MJ couldn't believe this. She was out of her mind with lust and fear, and about to pop, in more than one way. She was already nodding involuntarily at the leading question, feeling the orgasm building steadily between her legs. She wasn't cumming yet, but she was so close...

"No cumming til you spill," Satana purred, smiling victoriously and pulling her fingers out partway from the protesting, clenching hole between MJ's legs. "Tell me truthfully, MJ. Who is Peter Parker to the world at large?"

It was too much. Satana was too gorgeous, too talented, too pleasurable to resist. She had her on the precipice of pleasure, bound and at her mercy, and MJ was out of her mind with lust. Endorphins were firing mercilessly, desiring the grand finale of the big bang, forcing her to give her seductress the answer she knew she shouldn't give...

"Spider-Man," she heaved helplessly, ashamed at admitting it. "Peter's Spider-Man. I'm married to Spider-Man..."

At which point Satana smiled, slammed her fingers back into MJ's cunt, and lowered her head to resume her work on the supermodel's captive, quivering clitoris. MJ immediately forgot her faux pas, suddenly pushing and stretching her hips as much as she could as she was immersed in the damning delights of her seductress's magical ministrations. She flexed and squeezed her cunt desperately against Satana's fingers as they pounded her pussy almost as mercilessly as Peter's cock when he was really horny, and quivered and shook helplessly in Satana's mouth, her tongue and lips teasing the sensitive jewel between her labia all too sweetly.

"Oh, fuck! Satana," she groaned, unable to do anything but lay there and take her new lover's assault. "Oh god. Oh god! OH, FUCK!"

She was very close to cumming, and could feel the familiar tingle, deep within her body, almost inside Satana's mouth, as her legs began to shake and the rest of her body began to follow. Her breathing intensified, and her groans took a sharp upturn in pitch, as she tried hard to face-fuck her seductress as much as possible from her bound-and-spread position. When Satana slowly, confidently lifted her head and smiled victoriously down at her while she continued to jackhammer her cunt with her hand, it sent MJ over the edge, and she felt the wave of orgasm overwhelm and overtake her as her lover purred softly down at her.

"That's it, that's my girl," she crooned over MJ as she loudly and desperately writhed and quivered in her hand. "Drip those tasty juices of yours all over my fingers."

"I can't... stop... cumming!" MJ breathed, continuing to buck her hips as much as possible, her mouth wide open and voice breathy yet hoarse. "Oh, god! Satana, why?!"

"Because you want it," Satana replied with a sexy grin, continuing to pound her captive lover's pussy. "Am I right? Don't you want to be pleasured and treasured, over and over again?"

MJ quivered yet again as another wave of orgasm hit her, raggedly nodding her head in agreement. "I do," she admitted. "Oh god yes. Again, please... again! OH YES..."

"Could Peter ever do this?" she asked. "Could your super-hero husband ever make you cum, over and over again like I can?"

"No..." MJ answered, her eyes half closed as she luxuriated in the pleasure Satana was giving her. "Not like this..."

"Do you trust me?"

MJ looked up at her new lover, her mistress, and, overcome with lust, nodded her head hungrily. She would do anything, say anything, to get her approval, her touch and her desire. "I do," she answered, purring as Satana slowed the plumbing of her insides with her hand. "You can have my trust anytime you want."

Satana smiled, slinking slowly over to the other side of the bed, where MJ's head hung over the side. She stepped one leg over her captive lover's head, so that she was standing straddling over her, her pussy mere centimeters over MJ's mouth. Lowering herself slowly, she settled herself on MJ's face, who by this point eagerly went to work, lapping at her steamy insides and moaning delightfully at her mistress's musky aroma and smooth flavor.

"We're going to discuss a new living arrangement," she said, occasionally catching her breath as MJ worked her over from beneath. "Well, I'll be discussing it. You're just going to agree with everything I say, right, my little slut?"

"Mmm-hrrmm," MJ drawled, continuing her oral assault without missing a beat.

"By the time you go back to New York, a few things will have happened. For one, you'll be a regular smoker again, just like me. Bad girl habits die hard, you know? You'll also be horny for two things: your husband's cock, and the soft, sinfully fun pleasures of other women. Thirdly, your husband-aka Spider-Man-will also be horny as hell for all the pussy he can get. He'll be able to fuck you silly, but need release ten minutes later once you've passed out or left the house. That's where I come in..."

"You see, MJ, I'm a little tired of living out here, and think I'd like to come live with you and Peter. Just for a while, of course. Until I get back on my feet... after being off them at length while I fuck your husband... Are you okay with all this?"

"Mmm-hrrmm," MJ groaned, undeterred from her first foray into cunnilingus.

"Good," she said. "Because once we finish here, and you've licked my juice from your lips, we'll need to make plans. Oh, and there's also this little matter of a candle I need you to light for me real quick...

"Then the fun part of the night can really begin."

Satana's grin widened as she basked in the pleasure of MJ's blossoming lesbianism. Spider-Man's wife was putty in her hands, now, and would do anything she wanted. They were going to be at it all night, and likely part of the morning.

Once the candle for the idol was lit, and they'd had their fun, she'd check in with Calypso and make sure things were proceeding on her end. Then she'd contact their benefactor to confirm that things were moving along.

Moving along smoothly, smartly, and ever-so-tartly.

Peter had to admit, things could have been much worse.

As he circled the warehouse to which Calypso had directed him, searching for anyone who might be watching it from a distance, he found himself doing a continual self-check of his powers. His agility and control over his web-lines weren't hampered, thank goodness, and from what he could tell, his reflexes were as superhumanly fast as they ever were. His strength still hadn't returned, and he wasn't getting anything from his Spider-sense, though that could have simply meant that there was nothing particularly dangerous going on around the warehouse.

Perching on a nearby rooftop, he allowed himself a small laugh. Yeah, right. A warehouse where the Kingpin kept some of his most prized possessions, and it wasn't dangerous. That was a laugh.

Still, he couldn't detect any danger, and he didn't have any choice. Calypso had him by the balls now, and the Haitian voodoo priestess had demanded he break into the building for her. The Kingpin apparently had something she wanted, and he would either steal it for her, or MJ would find out everything about his affair-forced and otherwise-with the sly temptress.

Last night-damn, had it really only been 24 hours?-things had been relatively normal. He'd been out patrolling, rescued an apparent suicide case from jumping off a building, and had gotten shot with a tranquilizer while doing so, apparently part of Calypso's setup. When he'd awoken, he was bound to a bed, the chocolate-hued witch slinking and rubbing herself all over him and eventually forcing herself on him sexually. Within moments of it happening, Peter had confirmed his secret identity to her, begged her to continue fucking him, and eventually came spectacularly in Calypso's mouth as she sucked relentlessly on his captive cock. She'd made him do something-light a wick on some fertility idol, apparently-and then they had sex for the rest of the night.

He'd awoken the morning-just this morning-alone, ashamed and remorseful, but also with an undeniable appetite for sex that he'd never had before. Further, he'd also discovered that women were constantly-CONSTANTLY-staring at him, flirting with him, leering at him, and even coming on to him, making it maddeningly frustrating to battle his new urges. By the time he'd left the Daily Bugle, he'd fucked the new intern receptionist, Lauren, who had also happened to be the niece of his ex-girlfriend, Betty Brant-and she had joined in on the fun soon after.

Even getting home had offered no real respite. Another ex, Felicia Hardy, aka the Black Cat, had appeared in his bedroom right after he'd gotten out of the shower, easily seducing him with her black leather costume, fine form, and hot-to-trot attitude. After she'd left him bound in bed, Calypso had reappeared, fucked him one more time, and made some demands on him-that weren't, for a change, sexual in nature.

Which, of course, led to his being at the Kingpin's secret storehouse right now.

Again, it could have been much worse. Calypso could have had him break into a S.H.I.E.L.D. installation, or the Baxter Building, or Fort Knox. She could have ordered him to steal from an orphanage, or hurt innocent people, and he'd have been hard-pressed to wriggle out of it. As far as blackmail demands go, having him break into a known criminal's warehouse to steal from him wasn't asking too terribly much. Causing any kind of inconvenience to Wilson Fisk's abnormally large, poly-unsaturated backside was never far from the top of Spidey's list of things that made him feel all warm and fuzzy inside.

Of course, it wasn't always the safest of propositions.

After an hour of observation, Spider-Man swung in to approach one of the side entrances. No one was patrolling the building,and there didn't appear to be any cameras around the perimeter, either. Finding the door locked, he thought briefly about beating the entrance in, but reconsidered. His super-strength was currently gone-an apparent after-effect of Calypso's tranq dart-and besides, causing a huge ruckus like that would seriously complicate things. He needed a stealthy approach.

Scampering quickly up to the roof using his wall crawling abilities-thank goodness those weren't compromised-he saw his opening. A man-one of the Kingpin's goons, he was sure-was chatting on his phone to someone, near the far side. Far behind him was a service door that led downstairs into the building, and it was wide open. Beneath his mask, Peter smiled. He wouldn't even need to be particularly sneaky, if things went his way for once.

"Oh, this is a sweet gig, Manny," the man said in a thick Brooklyn accent. "The Fat Man pays me a mint to just sit around and make sure his stuff don't get stolen. This place hasn't ever been hit, never will be. And if it is, ain't no one gonna get past the eagle eyes of Sid the Kid!"

This was the part of the conversation Spidey heard as he silently stalked around the service door. He did have to stifle the urge to laugh at the dufus on the phone. Was this guy serious? Manny?! Did ALL the lowlifes in New York City have buddies named Manny? And how awful was the name Sid the Kid?! Yeah, that'll really inspire fear throughout New York's underground. The other criminals would probably buy him braces as an initiation gift.

Silently closing the door behind him, Spider-Man heard it click shut, and decided to spray a coating of webbing on the door, effectively cementing it shut. It'd melt eventually, but in the meantime it would prevent Sid the Kid from stumbling in on him before he hit puberty. Any other guards that might be inside would have to settle for being knocked out and webbed up.

As he opened the door at the bottom, he stepped into the darkly lit atmosphere of an iron walkway platform, with chains on both sides that created crude guardrails. Looking below, he saw a site that reminded him of the final scene from Raiders of the Lost Ark: piles and piles of wooden boxes upon boxes upon boxes dominating a vast internal space. There were at least five such rows of these crates, each at least half a mile long, all sitting in silence under a setup of widely placed floodlights.

"Hmm. This could take a while," Spider-Man remarked. He hoped Calypso's information was correct. Otherwise this would be a long night.

There was no one else in the vast area: no one was patrolling the long walkways, and no one was near any of the entrances or exits. It was just him, alone in a virtual sea of the Kingpin's treasure boxes. The silence in the warehouse was almost as staggering as its sheer size and number of wooden crates. Swinging down to the start of the middle row, Spider-Man wondered why a grand cache like this would be given over to a mere peon like Sid the Kid upstairs to watch over.

It took about twenty minutes of surveying crates before Spider-Man came upon his mark: a large wooden crate with a postmark that read KINGSTON, JAMAICA on a label affixed to the corner. Smirking, he lept up on top of a box next to it and gripped the edge of the crate. This was going very smoothly. Hopefully he'd be out of here in five minutes, Calypso would get her bauble, and then she would reward him with lots of nasty sex.

It was nailed shut, so he had to rip the thing off. He looked around the afterwards, making sure the loud noise hadn't attracted attention, but nothing suggested anyone knew what was going on. Still unable to believe how lax security was around here, he jumped into the crate to look around. There were three other boxes inside the crate, two that were man-sized, and another that would fit in one hand. Opening that one, Peter found a small choker necklace with a pendant of a golden heart attached to it. Exactly what Calypso wanted.

"What the hell are you doing here?"

The alto voice asking the question cut through the silence like a knife, and Spider-Man looked up with a profound clutch of fear as he gulped hard. He knew that voice, and it did not herald good things.

It was Elektra.

She glared at him from atop the crates, her beautiful full lips curled into a devastating scowl. She was, as always, as gorgeous as she was deadly, wearing her usual red, curves-hugging leotard that only strapped over her left shoulder and left virtually nothing to the imagination with regard to her buxom, statuesque figure. Her long black hair trailed out from the red bandana wrapped around the top of her head, and the knee-high red boots, garters, and wrist wraps she sported reminded Spidey of the woman's lust for blood.

And sex, red reminded him of sex. But what didn't these days?

She had her sais with her, each tucked in the belt around her waist, which also set Peter's heart racing, but not in a good way. He knew she was deadly with those three-pronged things.

"Uhhhhhh..." was all he could say as he tucked the locket into the waist of his costume. "Looking at winter homes?"

He tried leaping out of the crate, but Elektra's position was too ideal. She intercepted him and blocked him at the shoulders, sticking in a quick jab underneath his armpit before pushing him back into the box. Pain lanced through the area where he'd been struck, and rather than land back on his feet, Spidey fell haphazardly back into the crate, his back and ass leading the way. He felt a herd of elephants running through his head, screaming all the way, and by the time he shook them out, all he could feel was the pain in his back, bottom, and armpit.

Looking up, he saw Elektra standing over him. Directly over him. She was not smiling, and she had both sais out.

"Don't you know that stealing is wrong?" she asked. "Not to mention, dangerous."

Spidey tried to sit up, but two things prevented this. First, he was not able to use the arm under which Elektra had struck. Secondly, she planted a foot on his chest and pushed him back to the ground.

"I could kill you," she said, straddling herself over his chest and pinning his shoulders to the ground with her knees. "But I think a little fun is in order first."

Slamming both sais point-first hard into the ground, she pinned Spider-Man's wrists painfully to the ground in between each of the prongs. Spider-Man yelled out in pain momentarily as the shocked lanced through him, but was quickly silenced by Elektra pushing her mouth onto his through the mask.

"You can scream all you want," she said, her soft, full lips curling into an evil smile. Her breathing was becoming heavier, and her blue eyes were half-closed as she became visibly aroused. "I cut all the cameras off. No one's here who can do anything. You're all mine to play with."

Despite the involuntary arousal Peter felt from the situation, the pain at his wrists were too intense to ignore, and he continued to struggle in vain against them. They squeezed hard against each side of them, forcing him to turn his wrists to the sides to avoid anything breaking. As he did so, he gasped as Elektra took a forceful hold of his head and pulled his mask right off of him, exposing his face to her and eliciting a soft murmur of approval.

"Not bad," she said, one of her hands reaching back to fondle his swelling cock through his tights. "Ooh, not bad at all, Spider-Man."

Squeezing his erection tightly for a moment, she released and leaned over him to whisper in his ear, "This may be the most fun pre-murder fuck I've ever had!"

"Uh, yeah," Peter stammered painfully. "It's the whole 'murder' part of that sentence I have a problem with."

Smirking, Elektra rose back up on top of him, pulling her leotard down over her chest to expose her bodaciously endowed tits to him. She was a full-on D-cup, slightly bigger than MJ's, but with bigger, dark-toned areolae, and Peter immediately wanted them in his mouth. "I don't care," she said, purposely rubbing her ass against the extra surge in his erection as Peter's eyes widened appreciatively. "You're completely at my mercy. You'll do everything I say, and then, Spider-Man... you'll die. By my hand."

She then licked his ear, eliciting a gasp and quiver from the bound webslinger as she pressed her big, soft titties against his chest. After several moments of this, he couldn't take anymore, and felt a low, desperate moan escaping his throat as the raven-haired ninja babe continued to probe the insides of his ear with her warm, slippery tongue. Pulling away with a soft, cruel laugh and smirk, her pussy pressed hard against the solidifying mass of his excitedly growing cock, Elektra reached down to the sash loosely covering her pussy and ripped it off, eyes locked knowingly with his.

"Don't worry, hero," she murmured, squeezing and rubbing her tits for him as she gyrated slowly against the bulge in his tights. "I'll make sure you go out with a big old bang. You'll die with a smile on your face, having fucked the hottest, tightest, best pussy in the whole world!"

Peter continued to writhe and moan helplessly under the statuesque assassin, her looks and movements continuing to fluster and drive him crazy with lust, even as an acute fear for his life caused adrenaline to flow. As a result he was freaked out, but also, unbelievably, even more turned-on by the situation. He already knew he liked being dominated by women in bed, but apparently it went further than that; Elektra having taken away his mobility so violently made him want her even more than he normally would.

"Elektra," he gasped, fighting for breath, "Don't do this. You don't have to-do this..."

Elektra merely shook her head at him. "Oh, I know I don't have to," she crooned, rising up off his throbbing mass of erection. "I want to fuck your brains out before I kill you. But I am tired of hearing your chatter, so here's a better use for your mouth!"

And suddenly Elektra's hips were over his head, and her pussy was in his face, the aroma of her steamy insides invading his nostrils and prompting Peter involuntarily to start servicing her. At the touch of his tongue, Elektra groaned heavily, pressing her cunt further against his mouth as she seized the back of his head with both hands and pulled him into her. Peter was tasting, smelling, and practically breathing her into him, surprised at Elektra's enthusiasm and ferocity.

Well, she's clearly affected by this sex thing Calypso's done to me, he thought as he worked her snatch. But she's also right: I'm totally at her mercy. So hopefully, a good performance will convince her to let me live!

With that in mind, Peter was quick to locate Elektra's clit and begin flicking it furiously with his tongue. The sublimely stacked assassin was already groaning and grunting appreciatively at his initial efforts, and quivered and yelped in approval as he strafed the treasure hidden within the folds of her sensitive membranes. She began thrusting and bucking her hips against his mouth, face-fucking her quarry urgently as he stoked the fires in her loins with his skilled mouth.

Peter wasn't sure how long they went on like this, but it was a long time. He could feel his tongue and jaw becoming worn and painfully sore as Elektra wordlessly pressed him on, mercilessly grinding herself into his face and showing no care whatsoever for his moans of pain. The only sounds she made were hard, erotic grunts and groans as she extracted as much pleasure and sensation from Peter's mouth as she could, her juices eventually running at a slow constant stream.

Elektra, for her part, was impressed with Spider-Man, and not just for his endurance. She almost never got off orally-most men simply couldn't do it right for her-but thanks to his efforts, her clit was on fire, and quickly approaching the flashpoint. She had to admit, she'd thought of similar scenarios with Spidey-Matt wasn't the only super-hero in tights that turned her on-but she'd never imagined herself taking him down physically and then... well... taking him like this.

She wasn't sure what had come over her, but it was a deliciously warm and gratifying sensation that had led to this deliciously warm and gratifying situation. She was glad she'd given in to it and taken advantage of Spider-Man...

Of course, she had planned to kill him. He'd been interfering with her stakeout of the Kingpin's safehouse, and offing Spider-Man would have been a great way to throw him off, get in the Fat Man's good graces again and convince him she was "really" on his side. He was helpless enough, without his strength right now, and certainly she'd have more than a few pissed-off super-hero colleagues at her killing Spider-Man, but a few others would also be pretty happy about it. He'd always been on the annoying side, with his corny jokes and rubbery banter. She'd been convinced she'd be doing the right thing, and making Spider-Man an acceptable loss in her vendetta against the Kingpin.

But now... she could feel herself grinding ecstatically into his face as he licked her quivering labia, her breath catching in places as her mouth hung wide open, her eyes wide with wonder and pleasure. She'd never gotten head this good before, and had never been this primed and ready to fuck. If he could perform anywhere near as good with that cock of his as he could with his mouth, she would have to reconsider this impromptu assassination job.

But then again, he didn't need to know that... yet.

Reaching down between her thighs, she grabbed the frightened Spider-Man's hair tightly with both hands, her eyes wide with lust and her teeth grit hard as she pressed his head hard to the unforgiving ground below them. He cried out in pain briefly, his own eyes wide with fear and-did she suspect this, or just wish for it to be true?-arousal. Slowly gliding the lips of her pussy over his mouth and tongue, she locked eyes with him for a good long while as she reveled in the pleasure of playing her new lover's mouth like a cello.

To say Peter was floored would have been understating things, in so many ways. In addition to being pinned, supine and arms spread, to the ground by Elektra's sais, he couldn't believe he was being forced to orally service this dangerously athletic, devastatingly beautiful martial artist. He was overwhelmed by her musky scent and the tangy taste of her cunt, and still trying hard to prevent the possibility of her killing him once she was finished with him. But what he was most in awe of right now was the sheer amount of appetite Elektra had. Unable to break his gaze from hers, he obediently continued to lick and slurp at her gushing insides while she face-fucked him at a slow, deliberate pace, even in spite of the pain in his jaw and tongue as she subjected him to a marathon of her considerable sexual voraciousness.

But she was so hot! Even huddled over him, her pussy pressed into his mouth, he could see all of her. Elektra had MJ's curves, Felicia's sexual appetite, and Calypso's dangerous edge, all rolled into one perfectly proportioned, dominant fuck. He knew even as she wordlessly raped his mouth, that he would never be able to say no to this viciously alluring ninja warrioress with the eye-popping curves and the sais with which to pin him down.

It was when, after a seeming eternity of pain and musk and tangy sweat, Elektra's hips began thrusting even faster and harder into his face, and her expression became even more urgent, that he began to entertain the hope of surviving this encounter. He put more energy into his efforts, desperately wanting to watch Elektra's face as she started to come on his. His tongue, now sore and cramped, danced quickly and tightly over the slick honey of her cunt, his eyes still locked with hers as Elektra began to climax.

"Oh!" she moaned, dragging the single syllable out and repeating it several times as the orgasm overtook her and sent shockwaves throughout her entire body. She could feel herself shaking all over, particularly her legs, even as she tried to squeeze them tightly against Spider-Man's head as he worked her over from below. Her hands gripped the back of his head tightly to her, and she thrust hard and repeatedly into his face, unable to take her eyes off the man who was giving her one of the most delicious, soul-shattering waves of pleasure she had ever felt in her life.

She couldn't control the grunts and moans of pleasure that escaped her, anymore than she could control the brisk salivation of her bodily fluids all over Spider-Man's face. She couldn't control the shaking and quivering that overtook her as she exploded in pleasure, and she couldn't resist the urge to leap off of Spider-Man's face and reposition herself to kiss him, deeply and passionately. Finally, she couldn't control the urge to lick the flesh in and around his mouth, lapping up a hearty helping of her own tasty juices for Spider-Man's continued benefit.

Judging by the look on his face and the continued throbbing hardness she felt at his crotch, she'd done the right thing.

"The moment you come, you're dead," she bluffed, reaching for his tights. She had no intention of killing Spider-Man now-he'd be much more useful as an occasional sex toy-but she saw no need to tell him that yet. The fear kept his adrenaline going. And besides, she suspected this kind of talk was actually turning him on more than it was frightening him. And that was fine, too.

The moment she was able to yank his tights and boxers far enough down his legs, Elektra immediately dove for Spider-Man's cock, a meaty, lengthy, well-endowed thing, and began running her tongue up and down his shaft, eliciting a pleased, yet pleading groan from him.

"Oh, not fair!" he whined, writhing slightly under her. "I'll never last long if you blow me..."

"You'd better," she threatened, gripping the base of his pole and grinning to herself. He tasted great so far, and she planned to enjoy him for a long time. She resumed lashing him with her tongue in long, luxuriant strokes, ignoring his pleas for mercy and reveling in her domination of such a powerful superhero. When she took him into her mouth and started sucking his cock, she could feel him twitching and throbbing excitedly, and heard him groaning in both pleasure and dismay.

"Oh, god, Elektra! Please don't! It feels so good! Ah, fuck! I won't last much longer! PLEASE!"

Looking up at him, Elektra merely smiled and winked. "Give it to me," she said. "Give it to me hard, and give it to me NOW!"

She then buried her face in his crotch and proceeded to suck, lick, and stroke on his rod like there was no tomorrow. He was long, and smooth, and strong, with a yummy taste that she just couldn't get enough of, and she could feel herself getting excited as her captive groaned and tensed, and got ready to explode his tasty reward into her eager mouth. His writhing and moaning intensified, and a thrill went through her as he involuntarily thrust his imprisoned cock further into her mouth, and she knew he was hers for the taking.

Peter knew it, too. He was helpless, bound, and being driven wild by the violent beauty's magical mouth. She was going to force him to shoot his cum into her spectacularly, and then she was going to kill him. He hoped that wasn't the case, but he couldn't be certain. For all he knew, this next climax was about to be his last.

A surge of excitement went through him. Was he really turned on by the threat of being killed by a beautiful woman?

"Oh god!" he moaned, unable to hold back any longer. "OH GOD! ELEKTRA! AH! AH! HAAAAAAAA!"

The black-haired beauty never pulled back, never let up, never stopped fellating Spider-Man as he blew stream upon stream of his seed hard into her mouth, throat and tongue. Elektra groaned appreciatively at the warm tastiness of his goo, as well as the exciting jets in which it repeatedly exploded into her. His creamy goodness was a welcome treat, and she swirled it around on her tongue several times before finally lifting her head from him, showing it to him, and winking again before she swallowed everything with a satisfied moan.

"Did you enjoy?" she purred, smiling down at him.

"Oh god yes," he breathed. "I've never come so hard from a blowjob!"

"Good. Now, as for the next part..."

She let the sentence hang, watching as Spider-Man went from the easy happiness of afterglow to the horror of realizing he was likely about to die. She kept her expression serious, but not overly threatening. When he opened his mouth to protest, she cupped a hand over it, simultaneously fighting off the urge to laugh.

"It's your own fault, you know," she murmured. "Making yourself so vulnerable. I could kill you so easily right now..."

She popped herself back on top of him, straddling his stomach as she grabbed the collar of his costume. Crossing her arms, she tightly gripped his collar high up, her wrists crossed in an X against his throat. "I could just strangle you where you lay..."

Smiling wickedly, she pushed her grip down on his collar, her wrists driving into the arteries of his throat. The effect was immediate, and Peter could feel himself struggling mightily, his legs flailing wildly and without success, his arms desperate to pull against their pins as he felt himself go lightheaded and his throat constrict completely. When she released the grip after just a couple of seconds, he wasn't sure he wasn't already halfway passed out.

He was, however, very frightened.

"I could asphyxiate you slowly, with my breasts or my pussy," she went on idly, tracing a finger down the chest of his costume. "Make you like it, at first, until you run out of air. But really, Spidey-what's your real name, Spidey? I feel we should be able to trust each other with real names, now that we've pleasured each other orally-my preferred method is just stabbing someone. Impale them on a sai, disembowel them with a sword. Surely you're familiar with enough of my work, right?"

Her finger kept going down his costume as she spoke, her other hand reaching back to find out if he was able to harden up again for another performance. She groaned as she found a throbbing, rock-hard penis that was every bit as eager for action as when she devoured it moments ago. Gripping it in a tight fist, she watched with satisfaction as Spider-Man writhed helplessly, his heaving expression signifying he was, again, hers for the taking.

"Ooh, someone's got reserves," she purred, positioning herself over his shaft. She could feel her cunt virtually buzzing with anticipation, her juices easily slicking her for entry. "Of course, I suppose there's one part of my... work... you're not familiar with... yet..."

Another wink, and the raven-haired ninja with the body of a Greek goddess impaled herself on him.

Both groaned in pleasure as she made the connection, and by this point Peter was just as eagerly thrusting up into Elektra as she was fucking his helpless body.

"Make me come again, and I might even let you live," she crooned, pogoing against him while she watched his face for reactions. Spider-Man was actually quite attractive, she mused-not unlike Matt, once he was out of tights-with expressive brown eyes and a mouth that begged to be kissed. She could feel herself squeezing against his cock as she thought this, trying to create as much friction as possible for both of them.

"Oh, god," was all Peter had for a response, marveling at Elektra's red-clad, porn-star beauty while she rode him like a professional. He couldn't believe how turned on he was by all of this: the adultery, the threats, the violence, his own helplessness, not to mention the statuesque D-cup diva who was currently embodying it all. He knew he was going to have one hell of a time explaining all of this to MJ in a few days, but by this point he couldn't help enjoying all the extra pussy he was getting from Calypso's little curse.

Leaning down into him, Elektra grabbed Peter's face and kissed him, hard and steamily, before pulling back slightly and grappling his head between her tits. "I know you've been wanting this," she murmured into his ear. "Now, suck 'em, Spider-slut. Suck my big fat titties like it's your fucking job. And don't you dare slow down the pace, you little shit. You keep pounding my pussy like your life depends on it... because it fucking does!"

Peter nodded, his heart pounding wildly as he ran his tongue all over the smooth roundness of Elektra's sumptuous breasts, sucking greedily on her nipples as circumstance allowed. He could feel himself ramming his hips desperately up against hers, hammering away into her warm, slippery insides like a man possessed. She had such delicious flesh, no matter where he was touching her, that he was actually glad she'd milked his cock of its cum with her mouth beforehand. Now he'd be able to last a lot longer for round two.

"Mmmrrfff..." he groaned lustily, as he eagerly worked Elektra's glorious globes over with his mouth. She retained most of the control, being on top and un-bound, and she used her leverage over Peter to mercilessly pound his cock, over and over. She also switched up speed, technique, and positioning at their intimate connection to hasten her own pleasure, and doubtless his too.

They fucked like this for a good ten minutes in relative silence. Elektra would occasionally groan at the delicious things Spider-Man did to her tits with his mouth or yelp joyfully as he pounded a particularly sensitive spot inside her cunt, and Peter would moan pleasurably at how tight, wet, and warm Elektra's pussy was as she squeezed his cock with it, forcing him to thrust even faster and deeper into her. His wrists still hurt at the point where they were pinned to the ground by her sais, but the overall sensation of being supine and spread-eagle before Elektra was so erotic that it was totally worth the pain.

Eventually, Elektra felt it: the trembling, buzzing sensation that was starting as a mere ember of her orgasm, deep within her burning loins. Smiling, she eagerly pounded Spidey's cock even faster and harder, letting go of his head and sitting back to position herself for maximum pleasure. Noting the dismayed look on his face as she pulled her tits from him, she inferred with gratification that Spider-Man was a breast man, something she could easily use on him in the future.

For now, though, she didn't care how badly he wanted to suck, nibble and lick her well-endowed rack. He could watch them from a distance while she pounded her way to pleasure.

Peter knew what was going on as soon as Elektra let go of his head and pulled back to a more versatile position. She was about to come, and wanted to bring herself off quickly. Bound, injured, and helpless, he knew there was only one thing he could do to help her: stay hard and deep inside her. So, shifting his position ever so slightly, Peter pushed his cock further up in to Elektra's heavenly pussy, and held it there while she worked him over, his facial expressions smiling, lusting, and looking astounded at her range and proficiency of technique.

But what was really turning him on right now were the urgent, guttural moans of lust Elektra wordlessly made while she worked him up and down. He was used to women who liked dirty talk-or, in MJ's case, sweet talk-but this was something else entirely. There was no cajoling, no honeyed words of enticement, or even command. There was only hard, silent grinding and animal moans and groans as Elektra took every ounce of pleasure she could from his captive but all-too-willing cock.

It happened simultaneously. Elektra felt her body, long building to a pulsing, frenzied explosion, start to rack as she squeezed wave upon wave of pleasure from Spider-Man's cock below. As if connected to her, Peter threw back his head and whimpered as the pleasure overwhelmed him and he felt himself passing the point of no return. She wanted him, and he wanted her, and he would give her everything she wanted to receive from him. Wide-eyed, open-mouthed, practically screaming in breaths, Spider-Man and Elektra locked eyes as they came, together, their fluids mixing steamily as they pounded each other in several mighty final thrusts. He popped his seed into her, and she milked his rod for every drop, making sure each got as much pleasure for themselves as possible.

When Elektra lifted her head from his chest, her smirk was playful. Before Peter knew what was going on, she'd reached down his legs and pulled his cell phone from his tights. She also dangled the golden-heart pendant in front of him.

"I suppose you can have this," she murmured. "I'm not really guarding Fisk's stuff anyway. It's just my cover. But this..." She indicated the cell phone with a quick flash of her eyes. "This stays with me for a few hours."

"What?" Peter protested, weakly, before being silenced with her hand over his mouth.

"You'll get it back. Tonight, even. Once I've extracted your contact information from it."

Peter grinned at her. "You could always just ask."

She didn't return the grin, but started flipping open the phone. "You could always just lie."

"Not after that," Peter drawled. "I'll give you any personal information you want after you rocked my world like that, Elektra."

"Okay, what's your name then?"

He told her. She smiled and rolled her eyes as she started to pull her sais out from the ground. "Okay, Peter Benjamin Parker," she murmured. "If you're telling the truth, you'll get your phone back later tonight. Or early in the morning. If not, you'll still get it. Only, I'll also be... annoyed."

Peter swallowed, even as the feeling flooded back into his wrists and hands as they came loose from the ground. Even mostly naked, Elektra was not someone to be trifled with. His wrists would be tender for a few days, but that didn't stop him from using them to prop himself up and start to get dressed.

"Gotcha," he said. "I take it this means I get to live?"

"Keep rocking my world like that, and you'll get to do a lot more than live," she cooed, her eyes inviting and lusty. "Now, get out of here. I'll see you very soon... Peter."

He nodded, and within moments they both had their costumes on. Moments later, they went their separate ways, knowing they would be crossing paths-and body fluids-in the very near future.

Peter had no idea how much time had passed during his impromptu tryst with Elektra. It seemed like she'd sucked, fucked, and plucked his body of all its energy for days and nights on end, but he knew realistically that he could have only been at the Kingpin's warehouse for a few hours at most. He would have loved to check the time, but Elektra had "temporarily borrowed" his cell phone. Hopefully he'd get it back from her soon, once she was sure of who he was, and therefore how to find him whenever she wanted.

Swinging quickly through the night skyline of Manhattan, he knew he'd have to settle for looking at an alarm clock when he got back to the apartment. Either that, or Calypso would tell him right before she rewarded him with lots of nasty sex for retrieving the pendant he had tucked away in his costume.

Peter felt a distinct stirring down at his crotch at that thought. He smiled, knowing there was any number of delicious ways a happy, satisfied Calypso would reward him sexually. As he caught sight of his apartment window, his heart rate picked up in anticipation of a thorough round of fucking by his dark-toned temptress.

"You're late," he heard her say in the darkness as he entered through the bedroom window. The sound was coming from the direction of the living room.

"I got... waylaid," he replied, making his way through the darkness. He reached for a light as he neared the bedroom door, but Calypso switched on a lamp near the chair she was sitting in, illuminating the area between them. "The Kingpin's warehouse was more secure than I thought."

"Nothing that should have deterred you this long, I think," she said, pouting up at him. She was wearing a black tank top tucked into a pair of khaki trousers, and black, heeled boots. In view of her relative lack of clothing lately, she looked positively business-like. "Were you able to get it?"

Peter nodded, pulling his mask off. "Oh, I got it," he said with a grin, reaching into his costume. "Of course, I only got it because Elektra allowed me to leave with it after making me into her personal fuck toy for a while."

Calypso smiled as he dropped the pendant into her hand. "Ah, I see," she crooned, nodding as she began to fasten the pendant around her neck. "And I also see that you are enjoying the situation a little better now, are you?"

Peter moved to get behind her, taking the choker and fastening it for Calypso as she held her long, flowing black hair out of the way for him. "At present, there doesn't appear to be anything I can do about it," he said, dropping his hands to massage the smooth dark skin on her shoulders and back when he'd secured her new jewelry. "I'm at your mercy, and the mercy of just about any woman who wants to bang me."

"Which would be all of them," Calypso continued, and Peter could hear the smirk in her voice.

"Yes," he admitted. "And since it seems you've also made me perpetually hornier than I've ever been at any point in my life, there's no real way for me to figure out how you did it."

"So, you may as well enjoy the situation."

Peter came around the other side to her, smiling resignedly down at her. "Exactly," he said. "Like just now. I couldn't wait to get here and give you this, just so you'd throw me down and fuck the hell out of me as a reward."

"I can see that," she said, smiling up at Peter as she stroked the obvious erection pressing against his tights. Pulling his clothing down, she continued, "You know, Peter Benjamin Parker, I thought about videotaping our first encounter. I could have then sent it to your wife in Hollywood, and just let you deal with the repercussions."

Peter groaned as Calypso squeezed his throbbing erection and began slowly jerking him off while she continued. "But I also knew that I wouldn't be immune to the spell I put you under, attractive as you already are. I'd want to have you again, and again, and again, and it'd never end. So I changed the plan somewhat."

She leaned her head in, gripping the base of his shaft hard, and began bathing Peter's cock in her deliciously deviant mouth, eliciting even more aroused groaning from him. For a moment he could only stand there and take it, luxuriating decadently in the slippery warm coitus of Calypso's blowjob. Then he started to thrust slowly into her mouth, matching his speed to hers, silently thanking the fates with each thrust as he fucked this heavenly slut's face.

"Ah, yes," he whispered. "Oh, Calypso. You're so good at sucking my cock..."

Calypso moaned appreciatively, pulling away with a smile up at her victim. "So you've said," she replied, jerking his spit-slicked rod. "You do have a very nice cock, Peter. It's long, and thick, and meaty... and it shoots lots of tasty cum for me to swallow! But I am afraid, as much as I like fucking your big tool here, I can't spend the rest of my days fixated on your member. That's why I had you get me this!"

She held up the pendant from her neck with her free hand, and it glittered slightly in the dim light. It was heart-shaped and made of gold. "This is the Flash of Ezili," she said, continuing to pump his cock with the other hand. "It is a trinket designed to give the wearer protection from the effects of enchantments like the one you're under. It clears the mind and props it up against suggestion, pheromones, hypnotism... you get the drift."

At which point she released Peter's throbbing tool, stood up, and smiled briefly at him before turning around and walking away.

"What the hell?" Peter asked, starting to follow. "Aren't you gonna reward me for all my hard work?"

Calypso turned around, eyebrows cocked and arms crossed in a mock-surprised expression. "I thought a job well done was its own reward?" she intoned a little too innocently. "Besides, you've gotten to fuck me quite enough for the time being. I figure there are so many more women who can keep you busy, that I'll just go on to other obsessions for a while."

Peter only made it a couple of steps before the coil of a whip around his neck surprised him with its sudden sting and constriction. Before he knew it, he was yanked backwards, landing awkwardly in the chair in which Calypso had been sitting previously. As he started to push off the chair and get up, he found his wrists, ankles, and waist suddenly bound tightly to the chair. Looking around in surprise, he saw that they were held by some kind of cuff restraint, glowing with some kind of energy. They felt like pure adamantium, though, and he couldn't budge them one millimeter. He was suddenly unable to move from his spot.

"How-?!" he exclaimed, when he heard a wicked laugh behind him.

Turning his head as far as he could, he saw a beautiful, bodaciously buxom woman scantily clad in black dominatrix attire coming around to his view. She had very dark-brown, almost black hair that cascaded down to her upper back, big, dark eyes that virtually glittered with sinister, gleeful intent, and full, lovely lips parted in an all-too-knowing smile. She had the hourglass figure, eye-popping wardrobe, colorful makeup, and dancer's grace of a well-heeled, experienced stripper.

Her black thigh-high boots gave way to fishnet stockings, which ended midway up her devastatingly smooth and toned thighs, and were held up by a soft white garter belt that was clung snugly to her hips. The thin band of a black thong dipped down from her waist to cover her nether section, and the black bandeau that amply covered the bottom and undersides of her well-fleshed breasts left plenty of cleavage visible at the top. As Peter took all of her in, he was immediately struck by how much sex she seemed to ooze with her mere presence.

"That was fucking funny," she drawled in a soprano but raspy Brooklyn accent. "Givin' him head, then just gettin' up and leavin' him like that! Must'a pissed our boy off pretty bad, hmm?"

"I imagine so," Calypso replied with crossed arms in the doorway. "Though I won't pretend it was easy. Or fun. Spider-Man, meet Pretty Persuasions. She's going to be... entertaining you for the next few hours, so you won't be able to follow me. Be sure to take extra good care of this one, Heidi."

By this point Pretty Persuasions had knelt in front of Peter on the chair, her arms draped on each thigh, looking eagerly up at him as her big tits hung centimeters from his erect cock. "Don't you worry, girl-friend," she said. "Peter here and me are gonna have all kinds of fun til the sun comes up!"

Seizing his throbbing piece with one hand, she drove her nails hard into his thigh with the other, eliciting a sudden yelp from Peter. "Isn't that right, Petey?" she teased over his reaction. "I've always wanted to fuck Spider-Man, you know. And with a cock like this? Oh, boy... you'd better have as much stamina as they say you do, cuz we don't stop til I get everything I want!"

She drew closer as she taunted him, until her lips were just in front of his, finally taking his head in her hands and pulling him in for a long, hard kiss. Peter, bound to the chair and overwhelmed by the whirlwind of events and his new playmate's slutty beauty, responded eagerly and in kind, his heart rate accelerating as he realized what was in store for him for the rest of the night. Who cared if Calypso got away? Pretty Persuasions was eager, sluttier, and had a considerably better rack. He would gladly let her go if he got to hammer Pretty Persuasions's pussy instead.

"Oh, you'll get it," Calypso said into the silence that ensued as they made out. "I personally guarantee that Spider-Man will perform as often and spectacularly as you could want. In fact, you'll be back for seconds at some point. In the meantime, have fun."

She opened the door to the apartment, stepped out, and nearly closed the door before sticking her head back in.

"And, Peter... you're welcome. You can thank me the next time I come around for a taste."

She got no response, and grinned to see Pretty Persuasions and the wall-crawler still swapping spit, Heidi slowly jerking him off with one of her hands in silence. She closed the door behind her and disappeared into the very late night-early morning, knowing full well that Spider-Man's life was only starting to get freakishly complicated. If Satana had managed to secure his wife on her end of the country, they'd have more on their hands than they could deal with soon, and for the foreseeable future.

Revenge had never been so deliciously deviant.

Peter groaned desperately, feeling almost like he was drowning under the sheer force of the scantily-black-clad stripper's erotic kiss and tongue work. She worked him over completely, her tongue, lips, and jaw simply overwhelming his virtually prone captivity with their energy, smoothness and expertise, while her snug grip on his cock made him want to writhe and thrust while she slowly performed her hand job. While this was impossible for many reasons-the energy restraints lashing his wrists and thighs securely to the chair, for instance-he supposed there would be plenty of time tonight for him to turn the tables on Pretty Persuasions and do a few choice things to her beautiful body.

"Mmmrrff-Aaaah!" he breathed, once she broke the kiss, as if he'd just come up for air. "Oh, god..."

"Get used to it, Pete," Pretty Persuasions crooned, tightening her grip on his cock and grinning up at him. "I've got all night, a taste for pain 'n' pleasure, and more than enough toys to keep us busy!"

Peter didn't really know what to say to that, so he just stared, open-mouthed, at the delectably dressed brunette with the knowing eyes and wicked grin, as she continued to slowly jack him off. Whoever this Pretty Persuasions was, she was expert at pleasing men, as he could feel himself hardening up even further in her tight, slow-pistoning hand. At one point she leaned in and dropped her grip, and he thought she was going to give him head (YES!), but she just spat a thick, warm wad of spit on his shaft and resumed her handjob (NO!).

She clearly saw the disappointment on his face, and laughed up at him, even as her newly slicked grip caused Peter to groan appreciatively. "You're mine, Spider-Man," she said. "All night long. No rest. No sleep. No breaks. Tonight, you're my personal fuck toy and jizz dispenser. What do you think of that?"

"Oh fuck!" Peter groaned, writhing in Pretty Persuasions's tight, slippery grip. "I think I like that."

"Like I give a fuck!" she murmured, her voice full of dirty suggestion and command. She winked up at him and smiled, then tightened her grip and began pumping his shaft faster and harder. "Shut up and give it to me. Right fucking now!"

"Aaaah! Shit!" Peter exclaimed, as his seductress's ministrations caused a sudden surge of pleasure to lance through his entire body. He was still bound securely to his chair, helpless to do anything but stare at his lovely captor and take everything she gave him. Her grin was purposeful and smug as she jerked him off even faster and harder.

"Yeah, you want it!" she said, softly but with steel in her demand. "You want this, don't you, Petey?"

"Yes!" Peter answered. Her hot little hands continued to throttle and churn his throbbing shaft, and even though she hadn't removed one article of her scant clothing, he was not far from shooting his seed all over her.

"You want me to make you come all over my titties, don't you, Spider-Man?"

"God, yes!" Peter replied, feeling himself quickly approaching the point of no return. "Damn me, but I truly do!"

"Good!" Pretty Persuasions laughed, her teeth gritting hard and pointing his big tool at her chest as she sensed victory. "Then stop holding out on me! Give me a big, hot load of that yummy spider-cum, right here on my big, fat titties, Spider-Man! You're gonna be a porn star tonight, spider-slut! Now do it, right fucking now! Shoot that wad all over me, or I'll tell the whole fucking world who you are!"

"AAAAHHHH!" Peter exploded, unable to resist the x-rated actions of the horny slut kneeling in front of him. He shot like a canon, spurting wave upon wave of his gooey essence all over his new lover's well-endowed chest. Her eyes had widened, and her mouth hung open with expectant lust, as she stuck her rack out and guided the gobs of cum all over the upper part of her tits. She still wore her black bandeau, and was careful not to get any of Peter's spooge on it, but the upper parts of her cleavage and breasts were awash in his pearly whiteness.

"Yes," she soothed, smiling up at her captive lover as she directed his eruptions. "That's a good little hero. Give it to your slut, just the way she wants it."

"Oh, fuck!" Peter breathed, relaxing and taking in the scene below him as he slowly began to come down from his orgasm. Pretty Persuasions had released his cock, and was rubbing her tits together slowly, pushing them together in a slow, deliberate display of provocation. She locked eyes with him, grinning naughtily as she rubbed some of his spunk into her breasts like it was lotion.

"Mmmm, so warm and slippery!" she effused, still taking care not to let any get on her bandeau. "And lots of it, all over me. I like how this is starting, Pete."

She winked at him after saying his name, and began slowly stroking his right thigh with her other hand. The smooth, sensual movement felt good against his skin, and Peter knew Pretty Persuasions was already starting to rev him up for another round. Not that he had any inclination or ability to resist her at the moment.

"My pleasure," he replied, wishing desperately that his captress would remove her clothes. Sure, they left virtually nothing to the imagination-she was practically naked in front of him right now-but it seemed somehow wrong, being brought off by a woman who still had her clothing on. The afterglow wasn't any better for it, but he knew better than to say anything. "And as I'm sure Calypso told you... there's plenty more where it came from!"

Her laughter joined his final words, low and erotic, as if she had anticipated him uttering the sentiment. Her eyes flashed eagerly as she looked up at him, showing that she was ready for and expecting him to perform again soon.

"That's what we're gonna find out," she said, using one hand to grab one of her lushly-endowed breasts and push it up to her mouth. Never breaking eye contact, she lowered her head slightly, her luscious lips parting wide to let her pink, enticing tongue lash against its smooth skin, sweeping all over to lap up gobs of his pearly cum. She groaned immediately upon tasting some, licking it up into her mouth, her eyes closing a moment before opening in a look of pure lust and approval of how he tasted.

"Very yummy... Spider-Man," she taunted, repeating the action. She lapped up another big gob from her tit, her warm wet tongue tickling her own flesh, luxuriating in its slippery almond tastiness for a moment. "You taste really good, splattered all over my chest like this."

She slowly stuck her tongue out, showing his spunk briefly to him, before pulling it back in and swallowing with another low, hot moan. "Mmmm, so delicious!" she exclaimed, repeating the action again for her new toy's arousal.

Peter, watching wide-eyed, couldn't believe how hot this was! This beautiful, dark-haired slut had just jacked him off, all over her tits (well, the upper part of them, anyway), and then started licking it off herself and teasing him with how good it tasted! He'd never experienced something so raunchy, so nasty and pornographic, and it totally drove him crazy with lust.

Which was why it was no surprise that, within seconds, he was rock-solid and eager for more action.

"Ooh, what is this?" she giggled, continuing to hunt her chest for her tasty reward. "You've never seen a girl do this before?"

"Well, not exactly," Peter breathed. "Not... off her own..."

"Titties?" Pretty Persuasions finished, eyeing the shaft of flesh now just in front of her as she continued tonguing hers for his cum. "Well, you're welcome." She moved to her other breast, licking herself clean right in front of Peter and his massive, throbbing cock. He groaned again as she grabbed his cock with her free hand. When she raised her head and swallowed, he was ready for another go.

"That was soo fucking sexy, Heidi," he told her, using the name he'd heard Calypso call her. Pretty Persuasions smiled proudly up at him, squeezing his cock. "You know what would be even sexier? If you'd remove some clothes and let me see that slammin' hottie body of yours."

At that, Pretty Persuasions smirked, shaking her head. "But, you're already ready, Pete," she countered sassily. "Maybe next time, you won't be so eager, give your woman something to work towards."

Peter wasn't quite sure how to respond to that, so he lost his opportunity to say anything before she grabbed his cock tightly and continued, "As it is, the outfit stays on while I suck your dick and make you shoot another load into my mouth. You'll have to wait til round three before you see anymore of this hot, sexy, luscious body... sucker!"

She started high on his shaft, licking where some of his cum had dribbled just outside his nozzle. She could smell the damp salt of his spunk, and it made her pussy tingle as she tasted traces of his gooey essence against the smooth strength of his lengthy cock. They both groaned lustfully, Peter because of how heavenly her tongue felt on him, and Pretty Persuasions because of how succulent Spider-Man was turning out to be.

"Aww, fuck yeah," he murmured, writhing in his seductress's tender care. "Oh, baby, that is so good. Oh, I can tell you're a pro at this. You like sucking cock, don't you, you little slut?"

"I do," Pretty Perusasions said with a wink, temporarily halting her enjoyment of his piece. "Especially long, thick, meaty super-hero cocks that belong to other women. I like to capture them, play with them, and make them come over and over and over, time and again. Just like you want me to!"

She dove back on his cock, enveloping it in her mouth with a throaty moan as she finished talking, and Peter threw his head back, his cock and entire body ecstatic with her oral expertise. "Oh, I do," he groaned, closing his eyes as she bobbed up and down on him. "I want you to suck me, fuck me, seven ways from Sunday. I want to be your personal fuck toy and give it to you all night long!"

"Mmm-hmm!" Pretty Persuasions moaned approvingly, never breaking her rhythm as she continued fellating Peter's cock like an expert. His flesh was smooth, strong, and delectable, not to mention plentiful. To say he was a mouthful was an understatement; he filled the insides of her mouth entirely, and after a few dozen pogoing motions, she relaxed her throat to take him even further inside of her. Within moments she was fucking him with her throat, and she reveled in the exclamation of surprise and pleasure Peter emitted in response.

"Oh, FUCK that's good!" he breathed after several moments. "Oh, god! Heidi! I don't think I'm gonna last much longer!"

Upon hearing that, she only bobbed faster, face-fucking his cock and tightening her throat as much as possible. Groaning her eagerness, she dug her nails into both of his thighs, forcing another scream of surprise and pain out of him, even as she delivered him to heavenly heights of pleasure with her mouth and throat. He would come for her, come in her, right here, right now, and she would love every second of it.

Peter, still sitting captive and still subject to Pretty Persuasions's every sexual whim, could only sit there and take everything she did to him, from the sudden lance of pain through his thighs as she clawed into him, to the naughtily satisfying elation of her mouth and throat tightening further against his cock as she worked him over. He could barely even do any thrusting; Persuasions was completely controlling everything, and clearly enjoying it. He could see the astonishing sight of her impaling her head repeatedly on his cock, feel the smooth wet tightness of her fellatio, hear the enticing siren song of her eager moaning... he could even smell the perfume on her, sweet and fragrant, amid the sweat and sex they were quickly manufacturing.

It was all quickly rocketing him to another intense orgasm.

"AAAH! FUUUUUUCK!" he yelled, his toes involuntarily curling as he felt himself erupting into Pretty Persuasions's throat. A wave of pleasure racked his body from head to toe as his dominatrix groaned triumphantly, slowing down her pistoning, but still waiting for every last drop to clear before she would pull off of him. He quivered and shuddered, several times in succession, as she continued to slowly make out with his cock.

Finally, when she was certain he was done cumming, Pretty Persuasions lifted her face from his crotch, smiling widely at her lover, her eyes watery from some of the choking she had started doing while fellating him. Raking her fingernails lightly over his thighs, she approached him, lips parting, for a long, hot kiss, which he gladly returned. After a few moments of tongue wrestling, she pulled back, briefly raising her eyebrows and flashing her eyes at him.

"Soo..." she crooned. "You likey?"

"Who... wouldn't?" Peter breathed, his heart racing. "That has to be some of the best head I've ever gotten!"

"Men love the deep throat," she said, standing up. "Makes them feel all naughty and deviant!"

She moved around the chair, making her way back to the kitchen, and Peter had to crane his neck to watch her. She went to a black bag on the counter, where she pulled out a pack of cigarettes and a lighter, lit one up, and took a long, luxuriant puff. Peter's first thought was to protest-smoking wasn't allowed in the apartment-but managed to cut himself off before realizing how idiotic he'd sound. Certainly he was doing worse things in the house than smoking. Besides, Pretty Persuasions looked damn good doing it.

"Those things'll kill ya," he remarked.

Pretty Persuasions smiled, sauntering sexily towards him. "So will super-villains, baby," she replied after an exhale of smoke. "Besides... you like watching me do it."

That surprised Peter. "What makes you think that?"

Persuasions nodded in the direction of his cock, which was starting to stir hungrily and involuntarily again in his lap. Peter hadn't noticed, and smiled sheepishly, as the statuesque, super-powered stripper continued to smoke her cigarette in front of him. Now he felt like an idiot.

"I don't care for smoking," he protested, even as he twitched at the sight of Pretty Persuasions doing it. "It's unhealthy, it's disgusting, it makes your breath reek of ash."

"And yet you're getting another hard-on while you watch me do it," she said, winking at him as she flicked ash off the end of her cigarette and continued to smoke. "You like something about it."

"No."

"I wonder what it could be," she teased, walking close to him as she took a drag. Exhaling up into the air, she looked down at him with a knowing grin. "Is it the whole bad-girl image? Does Spidey secretly love a bad girl, who'll make him do bad, naughty, unspeakable things?"

"I don't-"

Pretty Persuasions silenced him with a hand over his lips. "Quiet, lover, I'm thinking. Maybe it's the thrill of doing something that's bad for you, that gets you all revved up. Thrill-seekers and authority haters do make interesting fuckbuddies. Or... maybe... just maybe... you like the idea of a chick with an oral fixation. Knowing that chick'll go down on you and suck your dick better than that wifey-wife of yours ever could..."

Peter was about to protest, tell her to shut up, that she didn't know a thing about his sex life with MJ, but before he could open his mouth he was struck by the sight of Pretty Persuasions, still smoking, reaching down to her crotch, and pulling her thong right off of herself. There was no band attachment around her slim waist; it had been a flexible strip of fabric, simply clinging to her crotch. Now it was on the couch, and she hadn't even had to draw it down her legs to get it off and reveal her naked, hungry, and shaved pussy.

"I have to say, I'm impressed," she said, setting herself down on one of his thighs while she finished her cigarette. "I didn't think you'd be ready to go this quickly." Exhaling smoke up into the air again, she nevertheless knew Peter could smell it by the look of revulsion on his face.

So she grabbed his cock. His throbbing, eager, rock-hard cock.

Peter groaned. Pretty Persuasions smiled. He was totally hers.

She put out her cigarette on the nearby coffee table, then turned to straddle him. "This smokin' hottie wants a ride on that super-cock, right now."

"But I don't-AAHH! MMMMFFF!" Peter protested, as his seductress snaked her arms around him, grabbed his hair and pulled back hard, tilting his face up to hers as she closed in to embrace him with her body. Her smiling, smoky mouth came down on his for a hard, forceful kiss that tasted every bit like he suspected an ash tray would, but he had no way to resist her. He was just noticing how eager and smooth her tongue was against his when he felt himself being fed into the velvety tight snatch of heaven that was Pretty Persuasions's drooling cunt.

They both let out groans of lust and anticipation, and after a few moments, Pretty Persuasions lifted her mouth off of his to look him in the eyes. She was shaking with pleasure, clearly enjoying how he filled out her insides, struggling already to keep an instant orgasm at bay.

"You do now," she said, her lips millimeters from his, her ashy breath burning his nostrils. "You'll fuck any woman who wants you, whenever, wherever, and however she wants." To drive home her point, she yanked lightly on his scalp, prompting a pained gasp from Peter. "Smoker or not, married or single, top or bottom, it does not matter. You are at the beck and call of the woman, and you'll exist purely to pleasure us. Got it, spider-slut?"

"Yes," Peter blurted, his will broken. Heidi flexed her internal muscles at their intimate connection, and he thrust involuntarily up into her. He would have dropped his head in shame, but Persuasions would not let go of his hair, and kept smiling down on him as she started pumping herself up and down on his shaft.

"I knew you... would..." she breathed, keeping him perfectly still as she worked his body-and hers-over with a good, strenuous fucking. "You're... just a man... after all. And in the end... no man... can resist a good... hard... FUCK!... with a hot... horny... mistress..."

God, he felt good! She could feel him from virtually every sensitive area inside her cunt, each membrane pressed snugly against his man-flesh and luxuriating in the friction of each thrust. She didn't think she'd be coming so quickly, but she wasn't going to last very long if she kept banging him this hard. And yet, she couldn't bring herself to stop.

Oh well. She knew she could fuck multiple times in one go. Spidey was just going to have to match her.

They both groaned and whimpered in their embrace as Pretty Persuasions humped and pistoned herself furiously against Peter's throbbing, entrapped tool. He couldn't believe how good this felt. Heidi's pussy was warm and slick and tight against him, and she was clearly loving ramming herself against him, over and over. He couldn't be sure, but she seemed pretty close to having an orgasm already, even though they'd barely been at it a full minute or so. He was having a good time, but wasn't anywhere near finished yet. He hoped Heidi wasn't the type to fuck and fall asleep immediately afterwards.

Soon she planted her mouth back on his, shoving her tongue into his mouth and shocking Peter with the simultaneous disgust with how she tasted and the undeniable arousal of her talented technique. He found himself returning the kiss, partially ashamed, but also partially thrilled. There was something about a dirty girl that really got his motor running.

They continued this way for several minutes, Peter thrusting weakly up into Heidi while she continued to maul and pump herself repeatedly against his vulnerable, captive naked body. Her mouth pressed even harder against his as her motions became harder and more aggressive. Her breathing intensified, and groans of pleasure became more frequent as she began to shake and shiver against him.

"Oh, fuck," she breathed, her voice heavy with lust. "You feel so good, slave. Oh! Yes... keep fucking me with that big cock of yours!"

Peter nodded, kissing her neck obediently as she continued working him over.

"Oh, GOD!" she exclaimed, her heart racing as she quickly reached the point of her orgasm. Her throttling of his cock picked up speed, friction, and heat as she fucked him for all she was worth. She could feel the fire between her legs intensifying, erupting into an explosion of pleasure and gratification. "Ha! Oh, baby, I love me some Spider-Cock! Oh yes... OH yes!... F-FUCK, YES! HAAAAAAAAAAAAAAHHHH!"

She came tightly, coiling herself against and atop her helpless lover as the wave swept her away. Peter could feel her quivering and shaking all over as she groaned and virtually screamed all manner of joyful satisfaction at the pleasure she was extracting from him. Pretty Persuasions smoked, was crass, and she was loud. Not his favorite traits in the world, but with an angelic body and devilish mind like hers, he would gladly tolerate those things.

"Feeling good, baby?" he asked, after she'd had a few moments to collect herself. Pretty Persuasions, wrapped around him, merely laughed, a low, sexy, all too knowing sound that conveyed the affirmative he sought. He felt her nod as well, as her chin caressed the top of his head briefly.

"Fuck yeah," she drawled, pulling back to look him in the eyes. "I haven't come like that in a long time, Spider-Toy. You've just made yourself my personal, on-call slut for the time being."

To drive home the point, she flexed again, her pussy constricting tightly around his cock and milking it savagely. Peter groaned and pushed himself slightly up into her, prompting a wicked smile and a soft "Yes..." from Pretty Persuasions. Then she began to fuck him anew, bouncing up and down on him, keeping their adulterous connection constant.

"You haven't even seen my tits," she murmured, before planting another long kiss on the lips of her willing captive. "I'll bet you'd love to feast your eyes on my big, soft, titties, wouldn't you, Pete?"

Peter groaned an eager affirmative as she locked lips with him, their tongues wrestling fiercely as the ashy taste of her mouth both revolted and aroused him. She still had hold of his scalp-she'd refused to let go of it-and held his head upwards and back as she continued to maul him with her pussy. He couldn't have even turned his head away from her ashy kisses and tongue even if he'd wanted to.

He loved it.

"I'll pull them out soon enough," she crooned, pulling away with a naughty grin as she kept fucking him. "I'll rip off this top and show you my big, fat, beautiful tits as soon as I tell you a little secret."

Peter was half-entranced by her slutty hotness and how nastily she was grinding on his cock, so it took him a moment to catch on. "A secret?" he asked.

"Oh yes," she hissed sumptuously. "A sexy little secret you don't know about yet. I'll share it with you as soon as you've come all over my insides. As soon as you... give it... all... to me!"

She was starting to come again, her breath catching and becoming huskier as she sped up her pistoning. "Oh, fuck," she breathed, then locked eyes with him. "You make... a good... pogo stick... slut! Long... and hard... and... AAHH! Oh fuck! Soooo... easy... to ride!"

Pretty Persuasions constricted again, shaking and clenching spectacularly as she buried Peter in yet another smoky erotic kiss while haphazardly ramming her hips hard against his. She yelled joyously and voluminously as he felt her squirting fluid where they were joined, the warm liquid further lubricating their busy nether connection.

She pulled her head up from his, eyes half closed in an expression that made Peter crazy with lust. He could feel the excitement building at the base of his loins as she grinned lazily at him. She slowly began to fuck again, her voice a lusty purr.

"Come for me," she ordered.

The command hit him right between the legs, and suddenly pushed him so very close to the edge. The beautiful woman above him, practically raping him; the taboo rush of being fucked in the home he shared with his wife by another woman; the smoky confidence of her throaty order; the painfully sweet sensation of her grip on his scalp. And she was continuing to talk dirty to him.

"Give it to me like a good slut should," she crooned, working him over relentlessly. "That big, hot load of cum you're trying to keep inside? It belongs to me, Pete. You're my good little slut, aren't you Petey?"

Peter whimpered, helpless in her grip. It wasn't going to be long at this rate. She would milk his seed from him in moments.

"Don't you wanna see my tits?" she asked. "My smooth, silky round globes?"

Peter nodded feverishly, groaning torturedly at her words. "Oh please yes," he moaned. "Show me those big, buxom beautiful boobies so I can suck 'em, you cigarette-smokin' slut!"

Her grip on his scalp tightened painfully as she smiled sweetly down at him and shook her head, continuing to pogo on his cock. "Ah-ah-ah," she chided in a desperate whisper, her voice catching slightly as she perceived how close he was. "Not until you come for me. Not until you come inside me! Do you wanna? Do you wanna come inside my hot, sexy body?"

"Yes," Peter breathed, his eyes rolling in the back of his head as he felt the pressure of his climax building at the base of his loins. He was hers.

"You wanna fire a load of that thick, gooey Spider-cum into my nasty, drooling cunt?"

"Oh, fuck! Yes! YESSS!"

"Then give it to me!" Her voice was low, and guttural, and commanding. "Give it to me! Give it to me, right fucking now!"

"AAAHHH! YES! OHH, FUCK ME!" Peter virtually screamed, riding the crest of an enormous wave of pleasure as he shot several loads of his cum into Pretty Persuasions's waiting snatch. He could feel every shake and quiver of his body against hers, as they orgasmed in unison. Her mouth found his, and they shared a hot, long slow kiss as she milked everything she could from him.

When she broke it, her mouth hung open for a moment, as if amazed at what they'd done. They were both spent, and basking in the afterglow, all smiles and soft warmth. She got up off him, disconnecting from his thick, lengthy rod reluctantly.

"That," she intoned, "was fucking amazing! We definitely have to hook up sometime in the future."

"Thanks," Peter said, grinning. "I'd love to."

"Now," she said, reaching her arms around her back, as if to remove her top, "I think there was a promise I made..."

"Oh, yeah," Peter sang, excitement evident in his voice from his sitting, bound position. "I get to see your tits now, don't I?"

Her grin widened, and she shook her head, dropping her arms to her side in mock pity. "Oh, not yet," she said playfully. "Silly me, I nearly forgot... I have a secret to tell you!"

"Oh yeah," Peter said, clearly less excited about whatever it was. He wanted to see Pretty Persuasions's tits!

"It's kind of a big one," she said, with a small giggle. "Not unlike that Spider-cock you've got." She turned and walked to a bookcase across the room, her ass swaying seductively with each step, and moved one of the potted plants on the upper shelf to the side. Peter couldn't see what the surprise was, until Heidi moved after a moment. He couldn't make it out clearly in the dim light, but he recognized a flashing red dot well enough to quickly feel his stomach drop out from under him as realized what it was.

"Smile for the cameras, Petey," she said, turning away and indicating it with her hands. "You've been fucking in front of one!"

This entire encounter was being filmed. Calypso, Pretty Persuasions, everything.

"Oh," Peter murmured, staring wide-eyed at the electronic device across the room. "Fuck."

This was bad. This was really bad. If MJ ever saw this...

His mind raced, flashing back over the events of the night as he fearfully recollected everything he'd said and done. His eagerness to get back here and fuck Calypso. Her initiation of a blowjob. His disappointed reaction when she stopped. Pretty Persuasions's handjob, blowjob, and virtual rape of him, which he'd enthusiastically allowed. Hell, even his eventual acceptance of her smoking looked bad, given how often he'd chided MJ whenever she occasionally lit up in front of him.

"Oh, fuck," he repeated, unable to take his eyes off the camera.

"Oh, we will," Pretty Persuasions crooned, her voice cutting smoothly into Peter's moment of fear. He looked at her and gasped, his cock immediately rising at the sight of her big, round tits as she approached him, smirking and lazily dropping her bandeau on the floor. She was every bit as beautiful and arousing as her scant clothing suggested, with ample endowments of smooth, slightly olive-complected skin and big, dark, silver-dollar-sized aureolae surrounding her succulent, perky nipples. "I said all night, Spider-Man, and I meant it."

"Oh, fuck," he said, his mind apparently stuck on a repeating loop. Starting to struggle against Pretty Persuasion's psychic restraints, he found them just as firm as before, but didn't stop trying to get loose. "We have to stop, Heidi. I can't do this anymore."

"Oh, yes you can," she murmured, her smile wide as ever as she came into his immediate vicinity. "You've got reserves. Don't you?"

She kneeled in front of him, between his legs, her tits already nudging his supremely excited cock. "Please," he begged, hating every word. "Please don't do this."

"Why not?" she asked, smiling at him as she gripped his cock firmly in her hand. "Is it the camera? It's already seen how much you're enjoying being a cheating husband."

She pumped his shaft a couple of times, clearly undeterred by his protests. This had the effect of making him both even hornier and even more desperate to bring things to a halt. "Yeah, but-"

"There's no point in changing who you are now that you know it's there," she intoned. "Just be who you are-a man who likes beautiful women-and enjoy yourself. I know I certainly will."

And she said nothing more, lowering her head and going to work on his over-excited cock as Peter fluctuated quickly between enjoying Pretty Persuasions's blowjob and staring fearfully and uncertainly at the camera, knowing it was taping them. He was as horny and eager to fuck as ever, and the danger of this situation made things even more fiercely pleasurable than he could imagine. Persuasions's head pistoned rapidly up and down on his cock, causing him to groan a low, desperate noise, even as he felt and saw the camcorder damning him as he did so.

"Oh, fuck, Persuasions," he breathed. "Please... please don't do this. I'm-"

"Mmm, so fucking tasty," she groaned, pulling off of him. She propped herself up, staring up at him and bringing her mammoth tits to bear right against his cock. "But okay, Peter. I'll stop giving you a blowjob."

"Y-you will?" Peter stammered, partially relieved and mostly disappointed. But Persuasions's mischievous grin clearly still spelled trouble.

"You're now nice and hard," she crooned. "And wet from my saliva. So I'm gonna give you what I know you really want."

Leaning into his throbbing mass of rock-hardness, she enveloped his cock deep in the crevice between her large, soft breasts, eliciting an excited moan from Peter as she squeezed them home against her chest. She delighted at how his eyes widened even further in surprise and elation, and at how much his jaw dropped in shock and pleasure as she began raising her boobs up and down against his trapped flesh. Yes, she knew what this hot, horny Spider-stud wanted, and she would give it to him all night long.

"You like that, Pete?" she asked after a few moments of observing his blissful reactions. "You like getting titty-fucked on camera by a hot, slutty woman?"

Peter breathed choppily, his eyes flicking between her and the camera. "I like... getting titty-fucked..." he gasped.

Pretty Persuasions smiled, shaking her head up at him. She pressed her hands against her tits to squeeze them even tighter against his sensitive flesh, then began pumping herself against him, prompting further groaning from her captive as she fucked him with her glorious globes.

"Wrong answer," she said, in quick bursts. "The correct... response... was... yes, I... like... getting... titty-fucked... on camera... by a hot... slutty... woman! Now, say it!"

"Oh, fuck!" Peter whimpered desperately, still splitting his attention between her and the camera. "No, please! Don't make me... ah! Heidi! Don't make me say it!"

"Look at me!" Persuasions hissed, plenty audible for the camera. Peter snapped his head down at her, his eyes meeting hers and getting locked by her commanding, lustful gaze. "Don't look at the camera! Look at my large, soft titties squeezed against your big, thick cock!"

Peter looked at the sight, and couldn't help but be enamored by it. Heidi was a vision of sexuality, and her bodacious breasts sheathing his galvanized rod were every bit as fun to look at as they were to fuck. He could see the head of his cock protrude from the soft crevice when she came down, then disappear into her warm, satiny flesh as she bobbed back up, and it was mesmerizing. Against all logic, he felt himself getting lost in the moment, and his mouth curling into a resigned smile.

"You like it, don't you?" she asked. "You like getting titty-fucked on camera by a hot, slutty woman, don't you?"

"Yes," he replied, quietly, but he knew the camera would pick it up. It didn't seem to matter as long as Pretty Persusasions held his gaze so intimately. "You can titty-fuck me, any time, any place, Heidi."

"Mmmm, I will, baby!" she responded, continuing to work his cock between her amply-fleshed, pogoing tits. "But for now, I like keeping you under control, in a chair, subject to my every desire."

Peter could feel himself getting ready to orgasm, the luxuriant sensation of her tits against his cock stoking a fire at the base of his loins that would only begin to build more rapidly. Eyes still locked on hers, he felt his breath catch and his body stiffen, and the super-powered stripper's eyes danced playfully as she smiled up at him.

"Oooh, he likes this, doesn't he?" she quipped, pumping herself harder and faster against him. "Is Petey gonna pop soon? Are you gonna come all over my big, fat titties again? I hope you do. I want you to give me a nice, big pearl necklace, Spider-Man! I want you to shoot it all over my tits, and my neck, and my chin!"

And of course, what could he do? He was bound, wrists and ankles, to the chair, subject to her sexual whims, and in the middle of a situation that was both highly immoral and undeniably sexy. He did everything she told him to, even as she commanded him to do them. With a loud whimper and a supremely powerful and pleasurable thrust, he burst a hard shot against Persuasions's chin, followed by wave after wave of his gooey seed landing on various areas of her chest and neck. Soon she was again covered by his spunk, and she was smiling up at her helpless sex slave as she released his cock, squeezing her tits together appreciatively.

"So filling," she grinned. "Just like I've come to expect."

Keeping her eyes on him, she lowered her head and lifted her big tits to her mouth and began licking up Peter's cum from them. "Mmmm," she drawled, smiling up at him as she swallowed a big dollop. "And sooo delicious! I'm gonna love sucking your cock again in a moment..."

"Please... Heidi," he begged between heavy breaths down at the curvy, smirking brunette. "Turn off the camera... please... don't make me fuck in front of it anymore..."

Pretty Persuasions's eyebrows shot up, a look of some offense spreading across her face despite her knowing smile. Slowly it disappeared, to be replaced by a sinister glee, as she shook her head and stood up in front of him. Peter felt a tug at the base of his cock as he got a generous glimpse of her pussy, not to mention the still generous amount of his spooge still glistening on her chest, neck and face.

"The camera stays on, Spider-slut," she said, turning and walking back to her black bag. "But I am sick of hearing you bitch about it. Fortunately, I've got the perfect solution for it..."

She came back around, emerging into his sight what appeared to be a small leather strap collar, with a ball fixed in the middle of it. She dangled the contraption tantalizingly from her fingers, letting it sway slightly as she smiled down on him. Peter looked curiously at it, then up at her. She was grinning devilishly, and he couldn't figure out why.

"What?" he asked, causing Persuasions's mouth to open slightly and her eyes to widen in surprised glee.

"Wait," she said, shaking her head slightly, "you mean to tell me you have no clue what this is?"

Peter could feel a clutch of panic in his bowels as he shook his head. He looked again at the object, trying hard to make heads or tails of it, but it seemed like nothing more than a really weird choker collar to him, and he couldn't understand what good something like that would be in this situation. Then he noticed Persuasions's generous, heavenly chest was heaving sensuously up and down, her breathing indicating that she was again becoming even more aroused than previously.

"Oh, this is fucking awesome!" she squealed in delight. Then, suddenly, she was all business, straddling herself down to sit on his legs intimately. She brought the ball of the thing up to his mouth. "Open your mouth."

Peter immediately shut his mouth, shaking his head. This only made Persuasions eyes glitter. She grabbed his hair at the scalp with her other hand, saying, "Open... your... fucking... mouth!"

Peter tried to resist, but she only pulled harder, eliciting a yelp of pain and outrage.

"AAaaahh-ghmmmmmff...!"

Laughing her low, arousing, yet oh-so-cruel laugh, Persuasions shoved the ball into Peter's mouth, surprising him with the force. He had to open his jaws as far apart as he could get them in order for it to pass, and as his dominatrix quickly fixed the strap tight around the back of his head, Peter could feel, with horrifying clarity, just how vulnerable he now truly was. He couldn't even speak now, only moan and bray with his jaw in its open position and his mouth filled with a rubber ball.

And that's exactly what he did. Persuasions seemed turned on by it, cuddling further up on him.

"Oh, yeah, baby," she crooned, her lips almost touching his ears as she slinked herself comfortably on top of him. "See for yourself what a ball gag feels like! You can yell all you want, but it's not gonna change anything. Your fine little ass is mine, and now I don't even have to listen to your bitching!"

She grabbed Peter's lower lip and pulled it, the unexpected pain sending another shock through him and prompting another incoherent yell, which only seemed to make Heidi even hornier. Keeping her grip on his lower lip tight, she maintained its pull, waiting until his whines died down to a resigned whimper. Then she leaned her head back to his ear.

"The more you scream, the more you're just gonna drool, Spider-whore," she whispered. "The more you drool, the hotter I'm gonna get. The hotter I get, the longer we fuck. You think I give a shit how long Calypso wants me to stay? I'll keep your ass on this chair for weeks if I want! So if you ever wanna sling another web again, you better keep your ass quiet! Got it?"

Peter nodded, tears of both pain and humiliation welling up in his eyes as Persuasions released his lower lip. As they started to fall, she pulled back and looked at him, her surprised smile showing that this was making her more aroused too. Then he felt the saliva in his mouth flowing involuntarily, and he was unable to stop it filling up his mouth and piling over his lower lips. He guessed it was probably the result of Persuasions pulling on his lip.

"Hmm, you got it, baby," she smirked, lifting herself off of him. "Now let's get back to that blowjob I wanted to give you again..."

Soon she was back down in front of him, licking the rest of his spunk off her tits, then she was licking him, her head bobbing up and down on him, and Peter was scared of her. She aroused him like no other lover had before, and it was partially because she freaked him out so much. Now that he was bound and effectively silent, she went about her delightful task at her own leisure, occasionally stopping to smile up at him and lord her domination of his body over him. He was a galvanized steel shaft in her expert mouth, and sometimes he couldn't help but groan awkwardly as she sent a particularly pleasurable jolt through his body with her sinfully delicious deeds.

He couldn't help looking fearfully at the camera every so often, as Persuasions slowly worked him over. It reminded him of the grave situation he was in. It made him scared that MJ would see the footage, and ashamed that he'd let things get so far out of hand. But it also gave him a weird kind of thrill. The idea of getting caught in the act by someone else, while mortifying on the surface, also seemed to light a fire in his loins. By taping their whole encounter, Persuasions was pretty much guaranteeing the ultimate means of getting caught, even after the fact. It would also make for great blackmail to use against him later.

Shit, was that making him horny too?

Persuasions at one point noticed his preoccupation with the camera, looking up at him from her fellatio and smiling up at him. Then she looked back at the camera, made a kissing gesture at it, laughed, and then continued enjoying her tasty treat. Peter soon twitched and groaned in pleasure, and returned his attention to the awesome, slow blowjob to which he was being treated.

"You're so much more fun when you can't talk, Peter," she crooned, jerking him slowly. "I just take advantage of you however I want, and you just sit there and take it, like a good boy should. I think this is going to be the start of a very pleasurable arrangement. Isn't it?"

Peter nodded, his tears and drool subsiding somewhat, but not enough for Persuasions not to be turned on further.

"I mean... you do want me to keep fucking you, right?"

She ran her tongue up the length of his shaft, eliciting an approving moan. Peter nodded.

"And you do want me to keep tying you down and humiliating you and taking advantage of you, don't you?"

This time she threw her head onto his cock, sucking it luxuriantly and blowing Peter's mind. He nodded.

And it wasn't long again before she sent him over the edge, her honeyed mouth and nasty words causing Peter to blow his load into her throat with incredible force. This time he couldn't help but look at the camera as he came, his eyes wide with both fear and extreme pleasure, knowing how damned he would be indeed if MJ ever saw it but not able to deny how great Pretty Persuasions felt on his cock. He loved being a slave, a fuck toy, to these stacked, slutty super-hotties who kept seducing him! And as much as he loved MJ, this was something she'd never understand. He was sure of that.

Persuasions came up from his cock, swallowing lustily, her chin dripping slightly with his seed, exhausted but still desiring more. Peter, sore and tired, wanted to resist, but was becoming less and less able to do anything about it, and Heidi was a master at making him pay for resisting her. Still, he would try, and she would escalate, and soon she would have her way with him another half dozen times before finally releasing him into the sweet oblivion of sleep.

And the details of those final few times would be burned into his memory for the rest of his life. He hoped he'd never have to talk about them again, but knew in the back of his head that was more a wish than a likelihood. Persuasions would be able to hang so much over his head from now on.

So much sex...

The thought drifted lazily, blithely across MJ's consciousness as she slowly opened her eyes from one of the most relaxing, rejuvenating slumbers she'd ever experienced. She smiled, blushing slightly as she remembered what had led to the long nap, luxuriating in the fuzzy warmth of afterglow, the satin sheets especially soft against her nude, well-proportioned body. Slowly drawing herself up, she let the covering fall off her upper body, exposing her soft round breasts to the bedroom. Seeing no one around to witness, she slowly stretched and yawned, allowing her voice to moan out her contentment as she woke.

"Good morning, sleepy-head!" Jules's alto voice called out from another room, instantly eliciting a surge of moist warmth in MJ's nethers. She could hear movement, and the slow sizzle of things cooking. "I was wondering how long you were gonna enjoy your sex coma!"

The joke made MJ crack a smile, and she stood up and made her way to the kitchen, not even bothering to put any clothes on. "It was a nice one," she drawled, leaning against the doorway to look at her roommate, handler, and new lover. "Wanna put me in another?"

Julie-or Satana, as MJ found out she was also called-smiled suggestively at her, licking her lips teasingly at her new pet. She didn't look particularly demonic or devil-like in appearance right now-just thin and curvy and sexy as all hell in her tight jean shorts and red tank top-but MJ knew better from last night. She'd watched her drain a man of his soul, then spirit her back to the apartment, where she licked, sucked, and finger-fucked MJ for the rest of the night, much to her surprised delight.

"All in good time, baby," she said with a wink. "Right now, you'd better eat. You'll need your strength and energy for later."

"Mmm, will I?" MJ purred, a warmth suffusing her body as she watched Julie place a perfect veggie omelet on a plate and bring it to the kitchen table. She could still feel the phantom sensations of her friend's arms snaked tightly around her, her sure hands squeezing her sensitive tits and rubbing her clit. It was difficult not to try to tease more action out of her, but she composed herself and slinked sultrily to the table. "I can't wait to find out why!"

"No, you can't," Julie murmured. "Hot damn, you look good naked! Very sexy. I can see why Peter gets a hard-on every night at bedtime!"

"Oh, he does," MJ replied, giggling slightly as she took a bite of her omelet. The egg was perfectly cooked, and the onion, bell pepper and mushrooms were proportioned right and cooked just to the point before they started to lose their crunch. Julie was a good cook, and MJ found herself tearing into her meal very quickly. "One thing that man is unbelievable at is keeping me occupied when I want it."

"I can imagine," Julie said, sitting across from her at the table. She held a cup of coffee in front of herself, smiling expectantly at MJ over the steaming mug as she watched her eat. "I don't suppose you've ever double-teamed him with someone else, have you?"

MJ nearly did a spit take at the question, but managed to keep her food in her mouth as she coughed slightly. "No!" she exclaimed around her omelet, scandalized. "Of course not! Peter and I don't do that kind of thing!"

"But you want to now, don't you?" Julie asked, blowing softly into her mug. "After last night, you know you want some girl-on-girl action in your life from now on."

"I don't..." MJ started, then stopped herself. Julie was right, she realized. It wasn't just about impressing Peter. She loved women: how they felt, how soft their lips were, how succulent their pussy tasted. She wanted even now to go another round or five with Julie, and even more, she realized she wanted Peter here so she could blow his mind with her new discovery. The whole idea of it all was even now starting to make her pussy all warm and squishy, and she shifted slightly in her seat.

Julie's smile was triumphant. "I'll take that as a yes," she said. "Which is why we're going, you and I, to pick up some other fine female for you to fuck. Get your lesbian techniques down cold so you can make your man super hot when you and I surprise him in New York."

"Yeah, about that," MJ crooned. "Will you promise me that you'll only fuck him when I'm around? I'm still new to all this, and don't want to have to deal with the thought of you two starting up your own... thing... when I'm not there to watch and direct it."

"Of course, sweetheart!" Julie replied, as if there could be no other way. "He's your man. I won't touch him when you're not around!"

Of course, she had no intention of keeping her word. Once she was alone with Spider-Man, she was going to fuck the ever-loving shit out of him.

She was especially eager to fuck him right under MJ's nose, preferably after they'd already worn him out.

"Why are we doing it here?"

The question shot smoothly from MJ's mildly pouting mouth, as they entered the weight room of the health club just a few miles from her place. MJ was now wearing loose-fitting black pants and a light blue basic tank top that provided only the barest semblance of coverage for her firm, luscious form. Her red hair was tied back in a simple ponytail, and she had barely bothered to apply a cursory touch of makeup once Julie told her where they were going. Still, she looked sizzling, and secretly, she knew it.

"Because hotties come here!" Julie replied, a devilish smile lighting her features as she winked and pointed at MJ. "Case in point!"

Julie-or Satana-looked positively sexy. Her clothes were a lot tighter and less in surface area. Her form-fitting black spandex tank top shirt left little to the imagination, clinging to her every curve and showing plenty of cleavage. It ended just below her pert round breasts, exposing a smooth, tight stomach. Her matching shorts had to be illegal, as they were so unbelievably short and clung so tightly to her body that anyone could map out what she looked like naked with no effort in no time. While she may not have had quite the oomph MJ had in her curves, she was still a hot, slutty thing, and she had no problem flaunting it.

"That's kind of why I didn't want to come here," MJ said in an undertone. "People will know who I am! I'm a regular here!"

"How often?" Julie asked, sitting at leg extension machine and setting her weight. "What, are you ever here more than a month at a time? Come on, Mary, you'll be fine!"

As she watched Julie pop off a quick set of reps on the machine, MJ silently had to admit she was right. It wasn't like she lived in this area; she visited it perhaps a couple times a year when she was asked to do a shoot, or a scene for film or TV. It was a frustrating admission to make, but she thought less of it as she watched Julie's toned, touchable quads work the weight as her legs straightened to an extended position, and then back again. No doubt about it-Satana was a complete and total sexy.

They went about this in a very public and ostensibly innocent way for about an hour, taking turns exercising and spotting each other, occasionally deflecting the advances of a few of the bolder men in the gym. It was quite a bit of fun, exercising with a partner she'd fucked; it made watching her body work a very arousing experience. More than once she'd see Julie wink at her, and MJ would turn away, embarrassed at having been caught staring yet again. Julie, for her part, was cool as a cucumber in the whole staring arena, simply flashing her eyes and smiling wider when MJ caught her staring.

It was Julie who caught their most promising lead.

"Ooh, hottie on the treadmill!" she whispered, looking beyond MJ for a second. "She's giving you the eye, girl."

"Really?" MJ asked, turning and looking behind her.

She could see what Julie meant. Near the end of a row of treadmills, on the front row, was a curvaceous blonde in glasses smiling fetchingly at her. She was a few inches shorter than MJ, with shoulder-length locks, with tits almost as big as her own, barely concealed by her tight-fitting dark blue tank top. MJ felt herself gulping as Julie pushed her slowly towards the treadmills, but the woman's smile only widened as she approached.

"Been on the treadmill very long?" MJ asked her, surprised at how easily and smooth the question flowed from her.

"I could go a while longer," her companion replied, giving her an approving sidelong appraisal. "What's your name?"

"Call me MJ," she answered, setting the treadmill and starting her walking routine.

"Hello, MJ. You can call me Zoe."

"Beautiful name," MJ said, smiling at her new friend. "It goes very nicely with that beautiful smile."

Zoe giggled at the compliment. "Thanks," she gushed, her smile widening as she bit down slightly on her lower lip. "There's more where that came from, if you catch my drift... baby."

MJ could feel the blood rushing to her cheeks as she glanced over at Zoe, who was winking at her. The tiny blonde looked way too damn cute in her square-rimmed glasses, and her perfect, angelic smile really made her heart skip a beat. The ease with which all this was occurring both elated and confused MJ, who looked at the hot, willing woman with the smooth, generous curves, and wondered if this was actually happening.

Am I actually picking up a hot chick to take home and fuck? she thought. My oh my, what would Peter think?

That last thought made her chuckle inwardly as she and Zoe got off the treadmills and walked towards Julie, who was already smiling and leading them towards the locker rooms.

By the time they got back to the apartment, it was on.

Zoe, it turned out, was more than a little familiar with flirting in public with other beautiful women. She was a porn star of some renown, a fact that made MJ's jaws drop and her cheeks flush as much as it made Satana giggle delightedly. And it also turned out that, while most of her professional material focused on fucking men, she was always interested in pleasing women who caught her eye.

Which is why MJ, upon entering the apartment, quickly found herself splayed out on the sofa, Satana holding her down commandingly from behind and above, while Zoe removed her tank top slowly in front of her. To say she was beautiful was the worst kind of understatement: she was full, pert, and so flawlessly smooth that it was almost heartbreaking to behold. Her big, round tits rivaled MJ's in sheer volume, and were capped in light brown, silver-dollar-size nipples she wanted to suck and nibble immediately.

"You are so beautiful," she gushed, as her pussy also moistened in anticipation.

"Thank you," Zoe responded, moving to take MJ's pants off. Soon she was kneeling between her legs, her access unfettered as she slowly ran her smooth, strong hands over MJ's galvanized flesh. "I hope you don't mind a short girl in glasses fucking you silly for a few hours."

"She doesn't," Satana said, giving MJ's shoulders a squeeze. MJ nodded, and stole a quick look up at Satana, who had somehow managed to get herself undressed and looking gorgeous in the time they'd entered.

It was when Satana looked back down and smiled lustily at her that Zoe's tongue touched MJ's labia, sending a thrill through her entire body and causing her to suddenly arch back in the sofa. Two pairs of hands restrained her movements: Zoe had control of her thighs and hips, while Satana, still smiling, kept her shoulders in check. It was Satana's face MJ stared at as Zoe rocked her world with her magic mouth, and Satana who made teasing, kissing, lip-licking faces at her while MJ received some of the best head she'd gotten in her whole life.

And it truly was body-rocking. Zoe knew a lot about pleasing women. Even as she began moving her hips against Zoe's face, she could feel a surge of elation pass through her pussy as sensations of her own warmth and wetness intermingled with her new lover's magical efforts. After several minutes of quiver-inducing head, Zoe pulled away from MJ's snatch, her smile as angelic as her technique was dirty and devilishly pleasurable.

"Your pussy tastes delicious," she crooned, biting her lower lip fetchingly. "But Jules tells me you're not very experienced with women."

MJ could feel herself pushing her pelvis back towards Zoe's face, even as she nodded and whimpered in pathetic agreement. Dammit, she wanted more! Zoe's teasing grin and the flash of her eyes signaled that she knew exactly how much she was tormenting her.

"Well, don't worry, baby," she continued in a sexy murmur. "After we wear down this delicious little cunt of yours-repeatedly-you're gonna do all kinds of things to us!"

"And for us!" Satana exclaimed, leaning down to bite lustily into MJ's neck at the precise moment Zoe returned her tongue to MJ's yearning snatch. She cried out, in both pleasure and pain, as the two titillating temptresses descended on her ample charms, not giving her the chance to even breathe easy. Arching her back helplessly against the tag team tempest of Satana and Zoe, she vainly met superior resistance in both their restraint of her body and their savage delivery of pleasure to her nethers and her neck, and eventually whimpered sweetly in surrender to their amorous actions.

"Oh, FUCK!" she yelled, as Satana nibbled into her neck and shoulders while Zoe, D-cup tits fully at the ready, slowly and deliberately rubbed her gorgeous erect nipples against MJ's yearning, drooling clit. It was almost as good as getting fucked by a fully hardened cock, and she flinched effusively in front of a widely grinning Zoe.

"I can do this all day," she crooned, her eyelids drooping provocatively as she moved her other titty to continue the action. "All I need is to be turned on and to hold you down, baby."

MJ couldn't believe this. She was getting titty-fucked-TITTY-FUCKED-by another woman! She'd never in all her life have believed that sex with another woman could be so good, so fulfilling, until now. As Satana held her down, Zoe continued to use her nipples to keep teasing and stimulating MJ's labia and clit, to dramatic effect.

"Aww, does my baby like this?" she asked, locking eyes with MJ as she continued rubbing her tits against MJ's nethers. The sultry blonde had big, adorable brown eyes that belied a deviant sexual predator just behind those glasses. "She's never been titty-fucked before, has she?"

MJ couldn't quite recall, but she believed she started shaking her head more or less coherently as Zoe continued to wank her sensitive pussy with her magnificent knockers. She tensed as Zoe's ministrations brought her to a heightened level of pleasure.

"I bet she'd like to come all over my titties, wouldn't she?" Zoe asked, smiling up at her redheaded slave. She knew she had MJ on the ropes, and she wasn't going to stop for anything. This gorgeous woman was going to come, and she was going to be the beneficiary of her joyous secretions. "Isn't that right, MJ? You wanna cream yourself all over my big, fat titties while Jules holds you down like you're our little slut?"

MJ was beyond caring about her dignity at this point, so alive with yearning and lust as she was.

"Please!" she begged, her voice barely more than a whisper. She could feel herself virtually dripping juices already, as Zoe brought her quickly and magnificently to a fierce orgasm. It wouldn't be her first orgasm with someone other than Peter, and it wouldn't be her first orgasm with another woman, but she couldn't wait to come against Zoe's glorious rack and expert technique. "Please, don't stop til I come all over your titties, Zoe!"

"Let me fuck your husband," Zoe replied, temporarily stopping her motions against MJ's pussy. "I've always wanted to fuck Spider-Man. Tell me I can seduce your man whenever I want, and I'll do anything you want."

MJ hesitated. How could she have known? Satana couldn't have told her, they were together the whole time!

"Say it!" Zoe demanded, her nipple mere centimeters from MJ's clit.

MJ lowered her head. "Okay," she agreed, shame casting a red hue to her features. "You can fuck Peter anytime you want, Zoe."

The immediate feel of Zoe's tits against her throbbing clit were more than enough to wash away any guilt she felt about her situation. Zoe was too beautiful, and this was all too new to her, the pleasures of other women. She was being manipulated, she knew, but part of her didn't even care. She just wanted sex all the time now, and it didn't matter how she got it.

As the full-figured, gorgeous redhead writhed and quivered in the orgasm that overtook her, she looked down at Zoe's smiling face and knew she was in for a long, fun-filled day with her and Satana. She came all over the breasts that had pleasured her, and her new blonde mistress grinned wide at her newfound enjoyment of being titty-fucked. She stood up, and MJ knew things were about to get even kinkier.

"Lay down," Satana crooned, pushing her down onto her back lengthwise on the sofa. "That was so hot, I need my pussy licked!"

"And I've got the perfect activity while you do that," Zoe murmured, emerging with a long, red plastic appendage that looked like an over-long cock. It curved up at one end, with enough length and width to make an impressive cock. "Mary Jane, let me introduce you to one of my favorite toys... the double-ended dildo..."

The last thing MJ saw before Satana enclosed her face with her delicious pussy was Zoe moaning and smiling provocatively behind her glasses as she began to tease and insert the lengthy appendage up into her honeyed cavern. Then Satana's intoxicating musk invaded her nostrils, and she temporarily forgot about Zoe as she eagerly lapped at the redheaded succubus's intimate nectar.

"Oh, good girl, MJ," Satana breathed huskily over Zoe's intensifying moans. MJ's tongue felt glorious and smooth in its subservience to her pussy. "Someone is clearly a fast learner, isn't she? Ooh, that feels sooo nice..."

MJ crooned an approving moan as she licked and sucked on the steamy sweetness of Satana's heavenly nether section. Satana was starting to thrust her pussy against MJ's face, fucking her mouth and causing a thrill to run through MJ, who had to to bob her head with the motions in order to keep pleasing the succubus. She could feel her hands traveling up Satana's smooth midriff, gripping her lover's pert, round tits, and squeezing them desperately. Satana quivered notably and squeezed her thighs tighter around MJ's head to indicate her approval.

"Yessss..." Satana hissed, a dirty smile playing on her lips as she intensified face-fucking her new girl toy. "You're going to make a nice stress-reliever, baby. You and your little husband!"

Suddenly MJ groaned loudly, her back arching as a long, thick object invaded her drooling snatch. Soon she felt Zoe's hands on her waist and heard the hot blonde grunting and groaning over her, and she knew she had inserted the dildo into her. Immediately, she started thrusting into MJ, and biting into Satana's smooth shoulders, causing the succubus to moan her approval over her.

"Are you fucking her with it?" Satana asked, continuing to plunge her snatch against MJ's face. "Is our new slut learning about your big toy?"

Zoe grunted an affirmative, nodding. "She is," she replied. "She's learning all about how good a nice, thick plastic cock can really feel. Aren't you, baby?"

Once again, MJ was overloaded by gratification and disbelief. She didn't use any toys at home-Peter was all she'd ever needed-but this felt fantastic! The over-exaggerated piece was slightly bigger than Peter, and it felt every bit as intense and pleasurable inside her yearning cavern, stretching and massaging every sensitive spot repeatedly and driving her into a surge of quivering. She barely registered Zoe's question, she was so overtaken with ecstasy, and grunted a lusty, "Yes!" almost as an afterthought before returning to service Satana's delicious twat.

The feeling continued to build-wow, she really must have wanted a cock inside her!-and soon she felt herself on the edge of another orgasm. Zoe was also apparently close, as she quickened the pace of her thrusting, gripped MJ's tits tightly, and began to moan and groan louder above her. The trembling, burning, quivering sensation caused by Zoe's motions became so intense that it was getting difficult to focus on eating out Satana. The pleasure of getting plowed and thoroughly fucked by a sultry, ravishing porn star threatened to overwhelm her and cause her to just scream joyful noises.

And as the orgasm surged over her, that's exactly what she did.

"OOOHH, FUCK!" she bellowed, turning her mouth away from Satana's cunt as Zoe continued to fuck her wildly. "AAHH! AAHH! GOD! OH MY GOD! AAHH!"

Satana grinned, rising off MJ's face as she broke concentration, and kneeled to the side of her as she wailed and called out pleasure. Zoe was acting similarly, though not quite as loud, as she rode MJ through their orgasm, her glasses slightly askew on her smiling, sweating face.

"Ooh, someone's really enjoying the deep dicking Zoe's giving her, isn't she?" she whispered as MJ carried on. "I think you've really been missing your husband, haven't you, Mary?"

They finally collapsed, spent, into a pile, Zoe and MJ tangled in each other's embrace. They kissed, and Zoe slowly pulled herself up, releasing the dildo from her snatch, before slowly pulling it out of MJ's pussy. Satana smiled as MJ groaned in frustration as the appendage left her insides.

"Mary, you've been very bad," Satana said, wagging a finger at her. "You don't ever stop eating out your mistress's pussy like that."

MJ looked uncertain. "Oh, I'm sorry," she apologized. "I've just… well, that is… I was just so overwhelmed..."

"I'm afraid you'll have to be punished anyway," Satana replied. "Follow me, into the bedroom, both of you."

Moments later, MJ was lying on the bed, her wrists and ankles chained to each corner with handcuffs, her nubile body supine and vulnerable. While Zoe brushed her fingers teasingly over her body, Satana emerged with a strange-looking contraption.

It consisted of two straps of leather. One was circular, like a belt, with a fastener that hooked and unhooked at one side. The other strap was shorter, connected at both ends to the circular strap and sported two phallic-shaped and -sized appendages, though one was longer than the other. Both were shiny and red, and looked like they were slick with their own juices. With a sudden surge of fear and realization, MJ was able to guess its purpose.

"You'll notice the two pieces on this one, Mary," Satana crooned, a sly smile playing on her lips as she propped herself down between her legs, holding up the thing with one hand. "They're going to pleasure you as much as possible, given the situation."

She was about to ask what that meant, and how they would do it, but Satana inserted the longer end into her pussy, causing MJ to moan and writhe. As with the dildo, it felt just like a cock was being pushed up into her, and she was still hungry for more release. Satana pushed it all the way in, burying the full length of the device in MJ's cunt, much to her open-mouthed pleasure.

Then she inserted the second appendage.

It wasn't as long as the other one, but as it went in her ass, where she'd never been penetrated before, MJ tensed and groaned in protest, her anal sphincter puckering involuntarily against the thing. "No, no, no!" she protested. "I can't-I've never!"

"Yes, you will," Satana murmured, slowly continuing to insert the anal dildo into MJ. Her resistance was expected, but fun to watch, as she clenched, tensed, and tried to pull away, anything to get away from Satana'toy. It was a device from her own hell dimension, and secreted its own lubrication when used. MJ's protests got louder as she pushed it deeper into her ass, but soon the deviced, slicked by it's own juices, penetrated all the way into the redheaded model's virgin posterior.

"OH, GOD, AAAAHHHH! AHH! AHH! AAAHHH!" MJ screamed, supremely uncomfortable with the initial sensations. "OH MY GOD! OH MY GOD! OH, THAT FEELS…"

As the device finished its incursion into her, she slowly began to unclench her ass muscles, relaxing as the dildo settled into place against her insides. It felt strangely good, she realized, as she got used to it; much the same way she felt when her pussy was filled by a nice cock or dildo. Of course, these were different sensations, from a part of her body that hadn't felt this particular sensation before, so things were much more intense and new this time around.

"Good?" Satana asked, smirking down at her. MJ nodded tentatively.

"I knew it would," she continued, fastening the straps around MJ's hips and waist so that the phalluses would remain as tight up in her as possible. "You just needed to get around that first… insertion. Didn't you?"

"Yeah," MJ crooned, now thoroughly enjoying the pair of plastic penises perpetually impaling her. "This is not so bad a punishment, so far, Jules."

Satana grinned, as Zoe came to her side. "Oh, the punishment hasn't started yet, sweetie," she said.

Reaching down to MJ's contraption-clad nether section, she winked mischievously at her. "You see, there's a switch on the other side of this thing, Mary. And when I flick it on…"

MJ didn't even see the motion or feel any switch being flicked on her fetish-wear. All she knew was that her insides suddenly started tingling and vibrating-at both ends-as the belt came alive and started vibrating against the most sensitive parts of her most intimate areas. Immediately MJ flailed and writhed, unprepared for the sensations, gasping and virtually screaming as she was quickly and intensely vibrated towards a suddenly looming orgasm.

Zoe and Satana stared down at her in silence, their arms around each other as MJ came, hard and loud and open-mouthed, in front of them, in less than a minute. It was fun to watch her struggle helplessly, her statuesque body stretching, pulling, and writhing for relief. When she was done, Satana reached down and flipped the switch.

"How was that?" she asked, as MJ heaved and huffed in the afterglow.

"Sooooo amazing!" MJ answered breathily. Satana smiled.

"Good," she said, flipping the switch again.

Immediately MJ tensed again, her insides being thrummed and teased by the device. Immediately she started moaning and groaning loudly. Immediately she was on the verge of yet another orgasm.

Satana leaned down to her ear, her sultry breath caressing it as she whispered:

"Let's see how you handle it for a few hours."

With a grin down at a wide-eyed and shocked MJ, Satana turned to Zoe and began making out with her. The two began with some light kissing and petting, then moved on to groping and teasing each other with their tongues. In time, Satana made Zoe go down on her knees and service her, and the whole time during that, she never broke eye contact with MJ while the machine continually worked her insides, over and over without pause.

It was then that MJ realized this was payback for not bringing Satana off orally. Now she had to watch her get off, another woman finishing the task she had started, while she herself was ravished by an endless orgasm machine.

A couple minutes later, she was brought to another climax, her insides atingle, causing her to quiver and writhe without pause or mercy. She screamed and groaned her pleasure, and some pain, as she was receiving no relief or pause from the constant stimulation.

About twenty minutes and several orgasms later for MJ, when Satana finally came in Zoe's mouth, she whispered in Zoe's ear, and they both grinned and approached her. Neither went near the belt she wore, and neither was merciful enough to turn it off. Instead, Satana resumed her old position of sitting on MJ's face, and Zoe straddled her body, running her fingers and tongue all over MJ's tits and other sensitive areas while the device continued to simultaneously anally and conventionally vibro-fuck her insides.

"Now, my darling," Satana crooned, "let's make sure you don't let distractions get in the way of a job well done again.

"You can stop this as soon as you make me come in your mouth. Just concentrate on pleasing your mistress, no matter what the situation, and we can be done in just a few minutes."

The problem was, MJ was being non-stop stimulated and pleasured in a way she'd never experienced before. Between her ever-tingling pussy and ass, Zoe's enthusiastic teasing and nibbling of every exposed inch of her writhing body, and the continual wave of building pleasure and orgasms that shook her body, it was no wonder the bound red-headed beauty was unable to go more than a few moments at a time before breaking the concentration so desperately needed to do the job of bringing her mistress off. Satana's divinely sadistic standards were simply too much.

They were there for like that for hours, well into the night.

Feeling the wind whip through your hair as you fly through the sky on a clear, sunny day was one of the many upsides to having superpowers. The fact that most of the flying occurred in or around New York City was just an added bonus, as the skyscrapers, even viewed from above, were some of the most beautiful and breathtaking feasts for the eyes in the world. You could see everything, and from any perspective, if you wanted to take the effort and put yourself in the right position.

It was something that Carol Danvers was happy to do, quite often.

She'd recently returned home from a stint out in Europe with the Avengers. After having helped save the world for the umpteenth time, a little R&R was virtually ordered for everyone involved, and she'd wasted no energy arguing against the point. Still, it wasn't completely possible to leave the Ms. Marvel uniform behind and take to the skies of her own volition, particularly when flying around gave the athletic blonde bombshell such a quick, awesome, and flexible means of transportation!

It wasn't often that she saw other superheroes when she was out and about in this manner, even in New York, but it certainly happened this morning. She'd gotten up feeling vaguely restless, and figured doing some errands would help take the edge off. While breezing through the air past downtown, she happened to catch a glimpse of Spider-Man crouched deftly on one of the spindle points sticking up from one of the taller buildings. Amusingly enough, he had his back to her, which was odd, considering the man was damn near impossible to sneak up on or surprise.

Something did seem out of place, though. His posture and body language seemed less alert and more worn down than he normally appeared, as if he'd just exhausted himself. His head was drooping slightly, and he had one hand pressed against the back of his neck, almost as if massaging himself.

A surge of sympathy shot through Carol. She didn't know much about Spider-Man personally, but they had worked together occasionally when he teamed with the Avengers. Maybe he just needed someone to talk to. She decided to alter her course and fly over to him.

"You're looking a little-"

Spider-Man flailed and had to re-position himself before turning to face his new companion.

"-jumpy," Carol finished, suppressing the urge to grin at the comical display. "Everything okay, Spider-Man?"

"Oh, yeah, Ms. Marvel," he replied quickly. "Well, actually no. Sort of. Maybe not so much. I really don't know."

Carol found herself genuinely amused by the webslinger's verbal jumpiness. Usually when he cracked wise, she found his humor to be a little too cheesy and gimmicky, but now, with him at a disadvantage, his discomfiture was actually coming off in a very entertaining way. His head turns and slight twitchiness added a physical dimension to the effect.

"What's wrong?" she asked.

"It's... personal," he replied awkwardly. "Like, really personal, you know?"

Carol nodded, wanting to understand, but not really able to do so. His words and tone seemed back up his bothered state, and she suddenly felt a strong urge to help him. Whatever else he was, she knew enough about Spidey to know he was a good man who probably took on far more problems and responsibilities than most sane people willingly would. It would be good if he could get some help, then.

"Is there anything I can do?" she inquired. "Any way I can help?"

And she couldn't understand why, or even believe it had happened, but she caught herself glancing surreptitiously at Spider-Man's crotch as she uttered the second part of her question. Mentally berating herself for such a juvenile thought, she flicked her eyes back up to his and hoped beyond hope that he hadn't caught her doing that. It was impossible to know underneath his mask, but she doubted he'd caught the quick stare.

He did, however, hesitate before answering her, causing a sudden rush of blood to her face.

"Yes," he blurted out, followed by a very fast, "No! Well, yes, but no. I mean, that probably wouldn't be a good idea. For either of us. It's just... er... the problem's kind of... unique."

"Well, you need help," Carol replied, floating closer to the wall crawler. She couldn't quite figure out why, but she felt a need to get closer to him. "I'm here, I'm willing. And, oh yes, I'm a big girl. Whatever it is, I'm sure I can handle it."

Again, she couldn't stop herself from flicking her eyes down at Spider-Man's crotch as she said it. She returned her eyes immediately to less amorous places, but found herself considerably less abashed by it. In fact, she could feel a gathering warmth and wetness threatening to overtake her nethers, and it felt very good. Had it really been that long since she'd gotten laid?

Not that Spidey wouldn't be a good lay. She'd never seen him with his mask off, but she already knew he had a great body underneath those distinctive red and blue tights. Wiry build, acrobatic prowess, and she'd seen firsthand evidence of his stamina on the occasional heroic mission. Oh yeah, he would be fun in bed!

Why was she suddenly thinking about this? And why was her pussy starting to tingle and drip with yearning?

Oh shit. This was exactly what he'd been trying to avoid!

After his long, tiring, and at times thoroughly humiliating night serving as Pretty Persuasions's never-ending sex toy, Peter had awoken sore, still bruised all over, and feeling more than a little disgusted with himself. The raven-haired dominatrix had been tasked with "distracting" Peter while Calypso had made her escape with a trinket she'd had him steal for her. Pretty Persuasions had taken on her role with aplomb, quickly figuring out the full effects of the curse or spell he was under-namely, perpetual horniness and a very fast recharge time-and using her situation to basically fuck Peter in every position she could think of without giving him any control. He'd awoken early this afternoon, just a couple hours ago, hardly able to walk.

To say he was exhausted would have been the understatement of his life.

And to make matters even more unsettling, Elektra had returned his cell phone to him. He found it on his nightstand when he woke up, with a text from a new number, that had said, Had almost as much fun watching you get fucked as when I was actually fucking you. We'll do something similar soon.

He'd also found a text from Betty: Dinner at my place tonight. Lauren will join us. 8 o'clock. Expect to spend the night! 3

And Lauren: See you tonight, Mr. Parker. I wouldn't expect to sleep much, if at all! :-D

The blazingly beautiful black-haired teen had also attached a topless photo of herself to it, winking at him behind her glasses, a kissing gesture frozen on her luscious lips.

It had been all too much to think about. He needed to get some distance between himself and this problem. He figured the best way to get away from the women who would come on to him on the street-which as far as he could tell, would be all of them, thanks to this amorous mojo Calypso had worked on him-would be to suit up as Spider-Man, web-sling his way to the highest building he could find, and hang out on a spindle or a clock tower so he could mull this over. After all, he'd reasoned, what were the odds of some hot, horny babe finding him and getting to him to cloud his thinking?

And now, here she was, all nearly six feet of her: Ms. Marvel. Blonde-haired, blue-eyed, hourglass-figured Ms. Marvel, with that dazzling smile and her damned ability to fly.

Her uniform wasn't helping things at all, either. It was essentially a black leotard with no sleeves; hell, it didn't even cover her shoulders. Emblazoned all across the front was a stylized yellow bolt of lightning in a roughly Z-shaped pattern; Peter couldn't help noticing that the two points of the zig-zag design were right where Ms. Marvel's nipples were located. The red sash added a flash of color around her waist, but the thigh-high black boots and the long black gloves that reached up to the middle of her biceps accented her feminine strength and health.

He wasn't quite sure why she wore her little black eye mask-it didn't really cover much of her face, and you could still see her eyes very clearly-but Peter couldn't help noticing that it only accented Ms. Marvel's ample hotness.

And now she'd just made a clear innuendo at him, reinforced by a lingering stare after she'd flashed a quick look at his crotch. Peter's heart skipped a beat, his cock twitching and his breathing starting to catch even as he realized there was virtually no end to this problem. The women would keep coming, and he'd keep fucking them. Repeatedly, and probably constantly.

God, what was he going to tell Mary Jane?

"H-handle it?" he stammered, catching the innuendo. He didn't want things to go this way, but a growing part of him was excited and eager for a roll in the sheets with this tall, blonde sex bomb. "Ms. Marvel, are you okay...?"

Ms. Marvel was already smiling knowingly, her eyelids slightly drooped in a classic 'come hither' expression as she moved into his personal space. "I'm fine," she crooned seductively. "Wouldn't you agree?"

Peter would have nodded, but he instead groaned as Ms. Marvel quickly ran a hand down against his crotch, where his quickly hardening cock was impossible to hide beneath the spandex. Gripping it teasingly, her smile widened, and she released an arousing moan of her own.

"I'd say you do," she said, pulling him against her.

Before he could do anything, he was off the building, hovering in the air with her as she held him against her body at the waist. Peter quickly gripped her shoulders, even as the press of her amply endowed rack against his chest sent shivers through him. Ms. Marvel was toned, curvaceous and bold, all qualities he loved in a woman.

"Hel-lo!" he gasped, suddenly helpless in her arms. "Uh... how are you... doing?"

"I'm good," she murmured. "I'm thinking we should find a nice, quiet, comfortable place, so we can... solve, this big bad problem that's bothering you so much. What do you think, baby?"

"I, uh... well..."

Carol giggled at his apprehension, and pulled away from the building, her hands gripping Spider-Man tightly while discreetly exploring where they could. "It's okay," she said, as they gained altitude. "You don't have to call me baby right now.

"I just happen to know you'll be calling me baby in the very near future."

Finding a secluded rooftop wasn't a problem, but Carol knew it was the high ones you had to avoid the most. While a solitary figure like Spider-Man could get away with hiding around on one to quietly ponder things, the highest buildings were part of the city skyline, and were always being watched by someone, somewhere. There was much more chance of two bodies being spotted together than one.

Especially if they were doing what Carol planned for them to be doing.

No, the trick was to find a fairly large building in a fairly busy part of town this time of day, with no designated rooftop access from the inside, and at least one side with a high rising wall. It was quick work for Ms. Marvel to spot a cathedral-looking building with a clock tower that fit her needs nicely. One of the windows was ridiculous tall, and had a long, sloping rooftop adorning it, with plenty of secure space near the bottom, which was conveniently walled off and dotted with a couple of stone sculptures.

"Let's put down here, baby," she said, flying herself and Spider-Man-captive in her arms-into the concrete alcove. They were exposed to the elements, but concealed from prying eyes in the enclosure.

Spider-Man touched down gingerly, surveying the area briefly before turning his gaze back to Ms. Marvel. "Interesting location," he said, apprehensively. "Do you bring all the friendly neighborhood Spider-Men here when you spirit them away?"

Carol smiled, moving closer to him. God, he'd felt great against her, and she wanted even more of it now. "Only the cute ones," she quipped, swaying her hips seductively as she closed the distance between them. "Now why don't you tell Ms. Marvel what's got you so hot and bothered today?"

"Ah, well, okay," he stammered, noticing immediately that Ms. Marvel was peeling off the long arm gloves she wore as she moved towards him. He didn't know why he was moving back from her-she was so damn fine!-but he felt inexplicably nervous. "See, there was this-uh, this woman. Kind of a super-villain enemy of mine, named Calypso..."

He stopped suddenly as he backed into the concrete of the window's slope. Ms. Marvel didn't look like she was listening to him at all; her stare was full of purpose as she continued removing parts of her costume. Soon the gloves were gone, but her eyes were laser-focused on him.

"What did she do?" Carol asked, reaching behind herself.

"Well, she, uh... tied me down and..." Peter started, then paused, his eyes widening as Ms. Marvel unzipped her top from behind and simply let it fall partially down her body, exposing her perfect, easily D-cup breasts to him. They were big and smooth and creamy in color, with circular brown areolae surrounding two perky nipples. Clearly, there was plenty of reason she was considered one of the most beautiful women alive!

Before he knew what was happening, Ms. Marvel had gripped his mask and lifted it over his head. He stared at her, slack-jawed, as she groaned approvingly at his face.

"Nice," she crooned, leaning in to kiss him. Her tongue preceded the rest of her mouth, and soon Peter was opening his mouth obligingly, moaning helplessly as she assaulted the inside of his mouth with her desire. He felt the vague sensation of being propelled quickly and forcefully through time and space, and soon felt his hands cupping Ms. Marvel's ample endowment as his heart rate and breathing finally came back to normal.

"Wow," he breathed, hard as granite against the hips she'd planted against his throbbing erection.

"Agreed!" Ms. Marvel replied, grinning triumphantly. "Now what's your name, stud?"

"Peter," Peter said, automatically. "Peter Benjamin Parker."

"Well, Peter Benjamin Parker," Ms. Marvel said, "I'm Carol Susan Jane Danvers. And these big tits of mine aren't going to suck themselves now, are they?"

At that Peter whimpered, but felt himself being pulled down to Carol's chest. Her arms wrapped around his head, squeezing it to her sensitive mammaries, as she forced her new sex slave to service her yearning globes orally. She could feel his mouth, lips and tongue working over her skin eagerly as he helplessly complied with her whims, and it stoked her desires even more.

"I bet I know what 'Calypso' did to you," Carol crooned, grappling her captive's head to her tits and enjoying the magic of his work on them. "She probably tied you down, fucked you seven ways from Sunday, and is probably blackmailing you with the footage, isn't she? Are you married, Peter Benjamin Parker? Not that it matters, I'm gonna fuck your brains out anyway..."

"Mmm-hmmm," she heard him groan helplessly, his face pressed tightly against her chest as Carol practically force-fed her tits to him.

"On your knees," she commanded, pushing his shoulders groundward. Peter acquiesced, soon kneeling directly in front of Carol's hips. Removing the sash from her waist, she encircled it around his neck, wrapping it snugly around so she could choke him if need be. "Let's see how well you take direction, Peter Benjamin Parker. Take your gloves off."

Peter, slack-jawed and heart pulsing, quickly removed his costume gloves, dropping them on the ground nearby. He looked up at the stacked blonde goddess, who was gloveless and topless, but otherwise fully in her uniform: face mask in place, thigh-high black boots still on, and the bottom part of her leotard still securely around her nether section.

"Now," Carol said, "Feel my thighs up, and unzip my crotch with the other hand. Slowly. I want lots of touching..."

Still not quite able to believe this, he gripped and kneaded the creamy warmth of her right thigh, just below her crotch. The feel of her flesh sent a naughty thrill all the way through him, further strengthening his monster erection. He knew Ms. Marvel was strong-it was one of her power sets-but to feel the musculature of her legs and behold their shapely beauty so immediately really drove home just how exciting it was to get to fuck her! He reached for the well-concealed zipper on the leotard's crotch and slowly pulled it open, exposing her yearning snatch to his face.

His heart skipped a beat at the thought that they might fuck with their costumes on! As he inhaled her musk and realized she was already wet and warm and drooling for him, Peter luxuriated in the satiny sensation of her gorgeous gams and their statuesque tone. Soon it was all too much, and Peter found himself leaning in to kiss Carol's delicious thighs.

"Oh, yes," Carol moaned, dropping the sash and gripping Peter's head with both hands. Holding him in place, she guided her nether section down to his face and planted her pussy lips on his mouth. "You're gonna eat me out just like this, Peter. Fuck me with that magic mouth through this uniform and show me why they call you amazing!"

Peter, far beyond worrying about the moral implications of what he was doing, eagerly complied, running his tongue all over Carol's warm, drooling snatch. He had to use his hands to hold the leotard fabric away from his prize, but that didn't bother him at all. She'd apparently shaved in the last few days, as there wasn't a whole lot of hair to contend with, not that it would have been a problem. Her flavor was light and aromatic, with a slight tang that drove Peter wild and made him want even more of her.

That wasn't a problem; Carol was already wet and squishy and flowing her juices for him.

"Oh, fuck," Carol moaned from above, keeping his face engulfed in her pussy. "Oh, fuck that's nice! Oh, yes! Yes! YES! YesyesyesyesyesyesYES! Oh, Peter! Keep doing that! Just like that! Yes! Oh, GOD! You keep licking my pussy like that! Oh! Fuck! Yeah don't you ever stop! Don't you stop at all!"

Whatever Peter's problems were, he knew how to give head to a lady. Carol was almost immediately overwhelmed by pleasure as his tongue played smoothly against the sensitive membranes of her nether section, teasing all the right places and switching speeds and techniques that built on one another, sending her body into a perpetual quiver. She'd never gotten this turned on this quickly with any of her other lovers, and she was swooning and writhing as shots of elation continued to rock her body due to Peter's oral efforts.

"Oh my god!" she squeaked. "I think I'm gonna-I'm about to-HA! AAAHH! OHHH, GODDDD!"

The orgasm was unexpected, and therefore all the more powerful, as all the frenzied lust and desire Peter had stoked quickly reached critical mass and exploded, blasting her with a wave of ecstatic pleasure centered on the jewel he was servicing between her shaking legs. She could feel herself squirting even more juices all over her new boytoy's face, as she refused to release his head from her iron grip. He was moaning approvingly as she thrust her hips against him, involuntarily fucking his face as her lusts overcame her.

"Oh, FUCK!" Carol bellowed, gripping his hair at the roots so tightly it caused Peter to yelp. "Oh, my god! Yes! Oh, yes! Aaaaaahhhh..."

As she began to come down, she lowered herself upon Peter, forcing him onto his back as she released his head and straddled his hips. Reaching for his crotch, she roughly yanked his Spider-Man tights down his legs, just enough to get at him. Seeing his thick meaty shaft and its twitching, impressive length, Carol briefly considered diving right on it and blowing him right then and there, but instead smiled at Peter, gripping him tightly as she brought her salivating pussy close to him.

No, she would feast on his man-flesh somewhere more private.

"You want your reward?" she teased, her smile tempting him as she touched her warm wet hole to the tip of his cock, moving her hips back to keep him from plunging up into her while she held his shoulders to the ground by leaning on them. "Does Peter Benjamin Parker want his delicious, decadent reward for doing such a good job of eating me out?"

Peter, now half-crazy with unfulfilled need, nodded loosely as he tried in vain to fuck his new mistress. Whimpering at the cruel futility, he looked pleadingly up at Carol and said, "Yes. Please, Carol. Please! Give it to me!"

"No," Carol replied, pushing her lips onto his for a long, slow kiss as she continued to hold her sweet prize barely, devilishly out of reach of Peter's desperate manhood. He tasted so delicious, and his helplessness was beyond intoxicating underneath her. She wanted to drag this out a little. "Not unless you'll do a little something-something for Ms. Marvel."

"Anything," Peter responded, his heart sinking. "I'll do anything you want, Carol."

"Good. After we fuck on this rooftop, I want you to come over to my place and spend the rest of the day showing me how lucky 'Calypso' got when she nailed you."

Peter nodded up at his new mistress. "Yes, Carol," he breathed...

… and both immediately moaned loud sounds of joy as Carol impaled herself, slowly and entirely, on his rock-hard cock.

"Call me baby," she murmured, starting to work herself against him. She smiled, eyes half closed, as her new lover writhed and groaned beneath her, clearly enjoying her efforts. She felt naughty and slutty and decadent in a delicious way, and she knew Peter had something to do with it, but she didn't really care.

All she wanted right now was to please herself with him.

Leaning back, she planted her hands just outside his knees, pushing her stomach and tits upward as she bucked hard and fast against the long thick cock inside her. Peter gasped and mumbled incoherent praise, his hands squeezing the warm silk of her thighs desperately as she worked his shaft over at length. Carol smiled at her new lover's reaction, knowing this was just the beginning of a very long, very pleasurable day for them both.

"Oh, baby," Peter breathed, sitting up and pulling her closer to him. "Oh, god. Let me suck those gorgeous-"

Tits, he would have said, had he not dived on her chest, practically devouring her right nipple with his lips and tongue. Carol moaned her loud approval, wrapping her arms around his head and grappling him tightly to her generously endowed chest, while she continued to squeeze and slide up and down on her willing lover's lengthy rod. He felt amazing, all over, from his hands desperately massaging her charged flesh to the tongue dancing sweetly all over her quivering chest.

His cock was unbelievable. It was like someone had engineered it just for her, after she'd told them her exact tolerances for length and width, in addition to where all of her most sensitive nerve endings were inside of her yearning cunt. She could feel herself twitching and spasming with virtually every move she made, and despite her desire to draw this encounter out for as long as possible, she knew it wouldn't be long before she turned up the speed and friction so they could both get off.

Then they'd head to her place, and the real fun could begin!

"Oh, yes," she crooned, ramming herself harder against him, her grip on his head keeping him joined to her sensitive globes. "You like my titties, don't you? Is Spider-Man a tit-man? Is that it? You like big, soft, succulent boobies on the women you fuck?"

His whimpered groans of agreement sounded delicious as the the writhing boy-toy beneath her continued to devour her throbbing globes. It made her think of how sexy it would be to have Peter, bound, gagged, and possibly even blindfolded, helpless while she teased and pleased both of them all day long. Inspired, she grabbed Peter's hands and moved them behind his back, lowering him to the ground.

"Stay on your hands," she commanded, continuing to pogo fiercely up and down on his cock. "Pretend you're tied down. Just watch me while I fuck your brains out."

Peter nodded vigorously, his eyes wide and his breathing heavy. "Yes, baby," he said obediently.

Carol smiled, changing her position to a squat by getting on her feet and lowering herself back on top of him, reinserting Peter's cock into her drooling snatch, their erotic, tight connection the only physical one between them. Swaying slightly over him in her new position, Carol cupped her breasts with her hands, rubbing and squeezing them for Peter's benefit while, using her smooth, powerful legs, she began pumping herself up and down on his throbbing rod. The friction felt amazing, and both lovers groaned and writhed as Carol fucked him as fast and thoroughly as she could.

"You want this," Carol grunted. "You want me to fuck you all day long, and make you come, over and over again."

"Yes!" Peter breathed, feeling the inevitable climax starting to build at the base of his loins.

"You're my slave," she said, the fire in her nether section starting to build to a pulsating frenzy. She could feel her heart pounding, and her breathing getting erratic as she approached another orgasm. "Say it!"

"I'm your slave, baby," Peter whimpered between labored breaths.

Carol grinned, fucking even harder and faster as her own climax started to overtake her. The quivering wave of euphoria burned from between her legs, and she could feel them shaking uncontrollably. She soon lost control of her legs, and had to plant her hands in front of her so she could fall forward and maintain their connection. Lowering her lips to his, she shut out the chance for either of them to scream each other's praises as she ruthlessly invaded him with her tongue, the fury of her orgasm playing out in the raggedness of her moans and the depth of her tongue sweeping across her new lover's tongue and lips and mouth.

And Peter, helpless and overwhelmed by the blonde beauty's sexual assault, as well as the overall futility of how all this was happening to him, came, for what was likely the dozenth or so time that day. He fired into her soft, warm slickness with a pleasurable pop that made him groan, closed-mouthed, into hers as she pressed her lips and tongue hard upon his. He slammed his hips up into her nether section, desperate to connect with her as much as possible as he pumped load after load of his seed into Carol's womanly body.

She was still grinding against him when she finally broke the kiss, the afterglow leaving her yearning for more. Smiling down on her prey, she stroked his hair, momentarily sated. He was heaving and nearly cross-eyed from having been fucked so thoroughly, and Carol inwardly laughed. He had no idea how much more she had in store for him.

"So, I'm curious," she said with a sly grin. "Are you married?"

Peter nodded, and she laughed. "Well, I hope she doesn't mind sharing," she crooned. "Because I'm gonna want a taste of you at least every once in awhile."

Raising herself up off of him, she stood, her beautiful statuesque body catching the sun perfectly and making Peter's member stir yet again. She turned and moved towards the pile of clothes they'd lost in their orgasmic tryst.

"Let's get over to my place now," she said, re-fastening the top of her leotard and reaching for her gloves and mask. "I believe you have a deal to fulfill."

Carol's luxury penthouse apartment was easy to find, and she'd left the appropriate window-the third one from the left, just as they'd discussed-wide open for him. Peter swung towards the high-rise building, his heart racing in anticipation despite the inherent wrongness of the situation. He'd made a promise to his newest seductress, and if he was going to be a cheating, adulterous husband, then damn it, he was going to be a cheating, adulterous husband of his word!

Plus, Carol was extremely hot.

Peter climbed in through the open window, finding himself in a spacious bedroom, with a king-size bed against a wall. On it sat Carol, who had strategically removed and unzipped some parts of her costume to show all of her erotic charms to him, while leaving on the boots and the mask as she fingered herself rapidly. Making eye contact with him, she licked her lips and smiled seductively at him, groaning huskily at his stunned reaction.

"Ready for round two?" she purred, spreading her legs and laying back on the mattress.

Peter nodded, his cock already rising excitedly, as he started to pull his mask off.

"Just the mask," Carol cooed, rubbing her gorgeous D-cups provocatively. "I want to see your face and taste your tongue, but the rest of your costume stays on. Pants only down to your knees. I wanna fuck while we're both still mostly in costume, slave."

"Anything you want, baby," Peter said, yanking his tights down to his knees. He was in full-on submissive mode right now-Carol could have told him to lap his own cum off of her tits, and he'd have probably done it. His cock was fully hard and throbbing with anticipation, and as he lowered himself on top of her, Carol grinned.

He entered her, and her blue eyes widened and her beautiful mouth dropped erotically as she sucked in a breath, body rocking from the length and sheer hardness of Peter's cock. It widened into a sexy smile as they started to fuck each other, and as Peter lowered his mouth to her tits, she groaned her approval at the things he did to them. The way his tongue danced over their ample curvature, the amount of time and effort he put into tenderly caressing each mound and her sensitive nipples with his mouth...

Clearly this was a man who appreciated a big rack on his women. Carol could appreciate this.

"That's it, Spidey," she groaned, "Fuck me with that big cock of yours. Fuck me long and hard, just like the slave you are."

Peter whimpered quiveringly at her words, clearly turned on as he intensified both his oral efforts on her forbidden fruits and the hammering of his hard rod into her warm, willing snatch. Carol felt a thrill go through her body as she got even hotter and wetter by his efforts. So Peter also liked dirty talk! She was more than capable of helping out in that particular area.

"And don't stop sucking my tits, Peter," she breathed. "Don't you dare stop doing those delicious things to my big, fat titties, or I'll tell your wife about us. Does your wife have a rack like this? Does she have titties as big, and beautiful, and succulent as these?"

Peter moaned, and nodded. "But not quite as big," he breathed, flicking his tongue over her nipple as he spoke. "MJ has big tits, but I think yours are-"

"Better," Carol crooned, pulling his whimpering head back down to her chest. "Back to work. My tits are better than your wife's tits, aren't they, slave?"

Peter nodded and groaned his agreement, fucking Carol even harder and faster. He kissed and tongued her chest like a man possessed, and Carol merely smiled and wrapped her legs around his waist, the superintensity of another mind-blowing orgasm imminent. His touch galvanized her flesh with its warmth and smoothness wherever they touched, and he felt so good inside her, that she could feel the wave quickly building between them.

"You like this?" she asked in a quavering voice, her composure starting to break as the first throes of climax started over her. "You like fucking your fellow superhero while we're both still in costume, slave?"

"Mmm-hmm!" Peter replied quickly, his voice high and his thrusts getting faster and deeper. Carol was not only hot and good in bed, but she was blowing his mind right now with this scenario!

"Come for me!" she hissed, her legs tightening around his waist. "Shoot that big, hot load all over me! I want it! I want it now!"

And Peter, already hurtling headlong towards yet another explosive release, cried out one last time and rammed himself onto and into Carol's honey pot, spurting and gushing several waves of his seed into his new lover's clenching pussy. Carol smiled wide and satisfied, churning and milking as much gratification as she could get from her slave's big, formidable tool. She could feel her own climax overtake her as his hot, gooey reward slammed into the membrane of her sensitive snatch.

They moaned and whimpered together, shaking and quivering as they kissed passionately amid their mutual pleasure. As the warmth of afterglow suffused their bodies, they relaxed, holding each other in Carol's bed.

"Somehow, I'm thinking this wasn't the solution you'd intended for your problems," Carol quipped, tracing a gloved finger over the outline of Peter's chest, occasionally following a web line on the costume.

Peter laughed, shaking his head. "No, but clearly you see what my problem is."

"Perpetual horniness," Carol replied, nodding with a smile. "Not a bad problem to have, all things considered. Of course, the whole cheating on your wife bit can make it... complicated."

They locked eyes, and Peter nodded, another wave of guilt starting to come over him. "It will," he admitted. "It's not something I've ever done until this all started, but... it's like I can't help myself. And neither can any women I'm near."

"I can't help it," Carol said, running another appreciative look over him. "And I'm not a slut, normally. But, you're right, Peter. Something about you now..."

Peter could see her big, round tits heaving significantly as her breathing picked up. Her stare was becoming predatory again, and he could feel himself stirring yet again, lust starting to overtake them both.

"Just... god, I want you..." she breathed. "All the damn time!"

She sat up, stripping the rest of her costume off until she was naked. "Strip, now," she ordered. "We're not gonna need any clothes for the rest of the day, slave."

Peter swallowed, nodding vigorously. "Yes, baby," he said, hastily peeling off his costume.

In moments they were both naked, horny, and as ready to go as if they hadn't already exhausted themselves just a few minutes previously.

"Lay down," Carol instructed, pulling him to the middle of the bed and pushing him onto his back. The blonde bombshell spread her prey's legs apart, gripping his long, thick cock at the shaft and grinning wickedly down at him. "I think you deserve some head, since you gave me some so well on that rooftop. Remember, baby?"

"Yes, I-oh, god!" Peter exclaimed, as Carol lowered her head and devoured him.

Carol's soft, velvety mouth was heavenly as it enveloped and caressed his sensitive rod. He could feel himself twitching and quivering in her steamy warmth, the supremely pleasurable sensations she was inflicting upon his body with her slow, leisurely lashes and succulent sucking making him forget all about his problems. He looked down at the tall, statuesque blonde bobbing her head up and down on his cock, and moaned gratefully for the erotic ecstasy she was so naughtily laying on him. It was, as always, pure pleasure when some super-powered hottie took advantage of him at length.

There was some pain as well, of course. Staminally augmented though he was, there was always still some physical pain in his loins that accompanied the pleasure of his repeated performances, though it was minimal. It was more like an afterthought to the other sensations he felt, often overwhelmed and washed away in the wave of pleasure he simultaneously experienced. It was certainly not in anywhere near the quantities it would take for him not to want to fuck again at a stacked slut's desire.

Nope. He was a hopeless whore to the wiles of the women.

"Oh, baby," he breathed, massaging Carol's scalp as she continued to work vigorously on him, "oh, you're sooo fucking good at that! Oh, my god, you suck cock like a professional."

Carol moaned approvingly at his words, but otherwise continued her task without missing a beat. His long, smooth rod was tasty in her mouth, and she could feel him twitch appreciatively at her efforts. She was getting most of him in her mouth, but knew she'd have to deep-throat him to really take all of him in.

Closing her eyes, she stretched her jaw and pushed her face further down on him.

The effect on Peter was instantaneous. "Oh, FUCK!" he exclaimed, as the tightness of Carol's throat squeezed and constricted around his man-flesh. She immediately grabbed his wrists, yanked them from her scalp and held them down to the bed while she face-fucked him, a dirty thrill going through her as she suspended breathing for a few moments. She could feel his tool pushing in and out of her, as he began to accommodate her efforts.

"Oh my god, oh my GOD!" he whimpered, helpless to do anything but be fucked by his superhero seductress. "Oh, Carol... baby... I'm gonna come!"

"Mm-hmm," Carol hummed, bobbing furiously up and down on Peter even faster. He was deep inside her throat now, and she wanted nothing more than to feel him shoot his jism down her hatch. Humming more encouragement, she knew from his motions and voice that she would get her reward soon.

"Oh! Oh fuck! Oh, fuck, baby! Ah! Ah! AH! OH GOD! AAAAAHHH!"

Peter's groans and spasms were a symphony to Carol, music to her ears and poetry in motion as he tightened and stiffened in the final throes of his passion. When he popped, with a distinct thrill she felt his fluid splash its warmth repeatedly in the canal of her esophagus, far beyond her need to swallow it. As soon as she was sure he was finished, she quickly and carefully extricated herself from him, gasping slightly and glad to be able to breathe again.

"Did you enjoy it, slave?" she panted, smiling down at him.

Peter pulled her onto him for a tight, energetic kiss that answered in the affirmative. Their tongues tangled one another in lively fashion, and Carol again felt the fire in her loins burning to a maddening frenzy. She needed to get fucked again, badly.

"Come with me," she said, getting out of bed and pulling Peter up to follow her. The blonde, stacked honey made her way to a nearby door, turned, and winked at her prey. "I'm feeling very dirty. I think we need to take a nice, steamy shower."

In a handful of moments, the shower was running, the air was thick with hot water vapor, and they stood, attached to each other, as Carol grinded her ass fervently against the throbbing cock of a supremely surprised and grateful Peter. The warm water rushed gratifyingly over their bodies as they fucked, providing lubrication and sensation to their efforts as they ran their hands all over each other in the performance of such sinfully pleasurable and deviant exertions. Carol's tits felt unbelievably round and slippery in the steamy confines, as Peter gripped them desperately from behind her, squeezing her sensitive nipples as she pressed her firm, toned posterior even harder against his invading cock.

"Oh, that is sooo good," she crooned, leaning over and steadying herself against the wall as the water cascaded over them. "Your big cock feels so good inside my ass, Peter. Don't you stop pounding that ass. You fuck my ass like your life depends on it, got it?"

"Oh, fuck! Yes, baby!" Peter whimpered, hammering fast and deep into Carol's glistening, toned round ass. She looked so delicious, bent over in front of him, leaning against the shower wall, her honey-blonde hair clinging to her neck and back as she turned her face to look back at him over her shoulder. Her full,succulent lips parted sensually as she turned her half-closed blue eyes on him approvingly. "I'll give it to you as long as you want!"

"Does your wife let you give it to her this way?" she asked, clenching tightly against him. Peter yelled out in surprise at the sudden rush of pleasure, stopping momentarily and shaking his head.

"No," he admitted. "Until recently, I haven't gotten to pound ass since I was married."

Carol snorted, bending over even further. "She has no idea what she's missing," she said. "Does she?"

Peter shook his head again, and Carol resumed pogoing herself on his shaft. "Now, give it to me some more," she commanded. "I want to feel you as far up inside of me as I can get you!"

"Baby, I won't last much longer," he warned, grabbing her slim waist and trying to slow their momentum down. "If you want me to last-"

"Did I ask for your opinion, slave?" Carol asked, slapping his hands away and pulling them back up to cup her amply endowed tits. "I told you to fuck me deeper and harder, and that's exactly what you're gonna do!"

She squeezed his cock with her glutes, eliciting a surprised and passionate moan from Peter. She smiled back up at him devilishly as he involuntarily thrust deep into Carol's velvety anal canal.

"Isn't that right?"

"Yes, baby," Peter replied immediately, his head hanging slightly as he resumed his connubial duties. Carol's tight embrace of his rod was too pleasurable to argue, and she was too beautiful to oppose. He was hers, and she totally knew it. Soon he was pistoning hard and deep into Carol's ass again at breakneck speed. "I'll do anything you want."

"You'll do everything I want, slave. Say it."

"I'll do everything you want."

Carol moved her right hand down to her drooling pussy, seeking out her clit as she felt their climax approaching. She groaned audibly as she began playing with herself, her expert fingers dancing pleasurably over herself and coupling with the sensation of Peter's monster rod pounding her mercilessly to create an intensity she'd rarely ever felt before. Closing her eyes, she smiled devilishly as another idea came to mind.

"Tell me your wife's name, Peter."

"Oh, god. MJ. My wife's name is Mary Jane. I call her MJ."

"Then that's what you're gonna call me."

"What?"

Carol's voice was low and commanding, dripping with lust. "When you come in my ass, you're gonna call me by your wife's name. I wanna be your wife right now. Your real wife won't give you anal. So call me by your wife's name, so you're getting it from your wife."

It was fucked up logic, but that hardly mattered at this point. All that mattered was the dirty thrill the scenario sent shooting through his body as he tensed, unable to hold back as a titanic wave of pleasure started to engulf him. Gripping her lushly endowed tits tightly, he held on for dear life.

"Oh, god!" he responded, pounding even harder.

"You gonna give it to me, husband?" Carol breathed, her voice tight with anticipation as she continued to pump herself eagerly against her captive lover. "You gonna shoot a big... luscious load into your wife's hot ass right now?"

"Oh, fuck! Yes! Yes, I am, baby!"

"Say my name! NOW!"

"AAHH, FUCK! OH GOD, MJ!" Peter yelled, slamming his hips as hard against Carol's tight, round posterior as he could. He shot, load upon load, into his lover as she coaxed and milked his rod of as much of his seed as she could get from him. "OH! MJ, you feel so fucking awesome!"

"Yes, Peter!" Carol exclaimed, pulling his head over her shoulders and turning to kiss him as her own climax flooded over her. "Give it to your hot wife, right in her nice, tight little ass, baby!"

Her legs began to shake as she took his tongue into her mouth, quickly radiating out into the rest of her body as a warm wave of pleasure passed through her at the sensation of Peter's spunk splattering against her insides. That was what finally did it for her. She could feel herself quivering all over, the skin all over her body become hypersensitive as she tensed against him, trying to prolong the feeling for as long as possible, until it exploded into an overwhelming rush of joy and sensation.

Peter couldn't believe how hard he was orgasming, groaning loudly during their pleasure as he continued pumping more and more sizeable spurts into Carol's ass. He could feel himself squeezing her tits tightly, his breathing becoming ragged as the exertion of their little trysts finally caught up to him. Her soft beauty was in direct opposition to the tight, hard, athletic sex they'd both just had, and the dichotomy both turned him on and made him very tired.

They broke their connection, and Carol turned around and pulled him into a long, slow kiss as they luxuriated under the warm running water. She was actually a little taller than him, he noticed, and felt a short surge of pride at having nailed a tall timber. They ran their hands over each other for a while, enjoying the afterglow of such an intense series of lusty pleasure.

Peter flopped naked onto the king-sized bed in Carol's bedroom, only barely taking notice of the way the satin sheets caressed his skin before turning around to face her. Carol smirked down at him with a wink, looking ravishing in her silk robe.

"Someone looks positively beat," she giggled, pulling the sheets open for him. "You should lay down here for the full effect."

"You're sure this is okay?" Peter asked. "I don't want to impose."

Carol crossed her arms, rolling her eyes. "Hmm, let the man I just fucked seven ways from Sunday take a nap so we can continue this when he wakes up, or send him off into the world where he can be raped by other horny women?" A small laugh escaped, then she sighed. "No contest."

"Thanks," he said. "I don't know why, but I'm really tired now."

"You should be. You were a busy little superhero."

Peter grinned, the full weight of his sleepiness finally hitting him as he looked at the beautiful blonde superhero he'd just bedded. She'd worked him over good, and he knew she was wanting more. It would be good to get a little bit of shut-eye so he could continue to satisfy her.

After all, that was what was important. Their satisfaction.

As soon as he nodded off, Carol went to her nightstand, grabbed her phone, and made a beeline for her living room. She pressed a few buttons, and was soon on the line with someone she needed to talk to immediately.

"Jess, you have got to come over, right now...

Jessica Drew had just finished a relaxing afternoon in a jacuzzi at one of the health clubs near her apartment when Carol called. Fortunately, she'd just changed out of her bikini and into her day clothes, which today consisted of a red blouse and black shorts, and had immediate access to her purse when her phone buzzed. Seeing it was Carol's number, she smiled and flipped the phone open. It wasn't an emergency-she would have used their Avengers pagers if it were-so it was hopefully just a pleasure call.

"Carol, my darling!" she answered with an affected air. "What can I do for you?"

"Jess, you have got to come over, right now!" Carol was speaking in a hushed tone, but it carried an undercurrent of excitement rather than dread or desperation.

Jessica wiped an errant lock of her long black hair out of her face, her furrowing brow briefly contorting the customarily smooth beauty of her face as she made her way through the parking garage to her car. "Oh? And why's that?"

"Can't tell you, don't want to spoil it," was the reply.

Okay, that was a little odd. She and Carol were best friends, and very direct with each other about virtually everything, even little things. Surprises were not the norm between them.

"You can't tell me?"

"I'd rather let you see first."

"Okay," Jessica intoned slowly. "Is this something that requires... the uniform?"

It felt a little odd to phrase it that way, but she didn't want to plainly ask if she needed to show up as Spider-Woman over the phone. Given Carol's evasiveness, though, she felt the need to ask.

"It would probably help, but no, it's not absolutely required..."

Jessica sighed and rolled her eyes. That was Carol's way of saying she preferred she bring her costume, as a just-in-case measure.

"I'll swing by my place and pick it up. When do you need me?"

"Soon," Carol answered. "I've got a situation here that you might have a little insight into."

Now Jessica shook her head, virtually fed up with all the evasiveness. Leave it to Carol to drop just enough intrigue into whatever "situation" she had going on to make her curious, but leave out enough information to make it plenty vexing.

"I'll get there soon," she said before hanging up.

She would get there, and soon. And she'd happily help Carol with whatever was going on. That was what best friends did for each other, after all. But unless this was one hell of some kind of awesome surprise, she was going to have a word or two to say about this cloak and dagger routine she was putting on.

She got enough of that when she had to put on the Spider-Woman costume.

"Alright, Carol, what's this about?"

The words were out of Jessica's mouth before the door had even opened all the way. As her host came into view, Jessica could feel her jaw dropping and her eyes widening. Looking good always seemed to come naturally for Carol-with her tall frame, blonde-over-blue palette and shapely form, that was never a surprising thing-but the sheer casualness with which she wore her white silk robe and still looked gorgeous was nothing short of astonishing. It hung open slightly, revealing enough cleavage to easily draw the eye in and accentuate her friend's busty figure.

But there was more to it than just that. From the tilt of Carol's hips to the excitement she was barely suppressing underneath that cute little grin of hers, Jessica could tell something big was happening. Carol virtually pulsed with an almost frenetic energy, even as she simultaneously radiated a relaxed satisfaction that was both unsettling and more than a little intoxicating.

What the heck had she been up to today?

After a moment's silence, Carol's grin widened and she grabbed Jessica excitedly by the hand. "Come on!" she said. "You have got to see this!"

"What has come over you?" Jessica wondered, looking around the penthouse furtively as she allowed herself to be led. She'd been here many times, but something felt different about it, as if there were some subtle shift in the atmosphere of the place that she couldn't quite put her finger on. "Why do you look like you've been at a day spa all day?"

It was as she finished the question that Carol brought her to the doorway of her bedroom and gestured inside. Looking in, Jessica again dropped her jaw.

Sleeping on Carol's bed was a man.

Sleeping on Carol's bed was a naked man.

Sleeping on Carol's bed was a naked man, tied up, supine and spread-eagle. He was situated on the corner of the mattress, his feet bound to the corner post beneath the mattress by a single red sash. His arms were positioned reaching out over his head, the wrists tied together by another such garment, which led to the opposite corner of the mattress. Of final note were the guy's attractiveness-thin, muscular build, clean-shaven face and soft brown hair-and the fact that he had a large, at least semi-erect cock.

"Oh my god," Jessica whispered, unable to look away. Normally she wasn't the least bit interested in random naked men, but apparently this guy wasn't completely random. She didn't recognize him, but Carol was obviously rather close with him, and she couldn't quite pull herself away from staring at him and admiring his form.

"What the hell is this?" she finally managed to say, wide-eyed, as Carol pulled her back into the hallway.

"I know, right?" Carol whispered excitedly. "I saw him while I was doing a fly-by over the city, and we started talking, and well-something just came over me!"

Jessica was more than a little confused. Clearly Carol knew something she didn't, because she still didn't understand what was so important about all of this. She was also feeling a little jealous at Carol's obviously thrilling lay, as well as a growing surge of arousal and adrenaline.

"So you saw some random guy on the street, brought him here and fucked him all day?" she hissed.

"Random?!" Carol exclaimed. "Didn't you noti-"

"That's irresponsible, Carol! That's potentially very dangerous! That's more than a little-"

"That's Spider-Man!"

The whispered statement hit Jessica like a potshot from an Ultron unit. For at least the third time today, she could feel her jaw dropping as she inclined her head slightly to the side. Traveling back in her mind's eye, she looked for any details that would have tipped her off about that, but couldn't recall any. Looking back at Carol, she furrowed her brow in confusion.

Carol, seeing her friend's befuddlement, tightened her mouth and marched quietly into the room, emerging moments later with a red and black piece of cloth. With a devilish smile she handed it to Jessica, who unfolded it and in seconds was staring, dumbfounded, at Spider-Man's mask.

"You found him on a rooftop?"

"On a lightning rod, technically."

They were sipping wine in the kitchen, Jessica deciding she needed a drink when this all came to light. She swigged the glass of merlot rather quicker than was normal, but didn't really care at this point. Carol watched her friend amusedly, as she tried to come to grips with all of this.

"So, you saw him on a lightning rod, picked him up, and brought him here?"

"Well, basically."

"And you jumped his bones?"

"Yep."

"All damn day?"

"A good chunk of it, yes."

"Wow. How is he?"

At that point Carol looked at Jessica significantly, nodding her head slowly and smiling wide, an unmistakable twinkle in her eyes. She took a moment, covering her mouth, and then took a swig of her merlot before answering.

"Good. He's really good."

Carol then regaled Jessica with more details about her lurid, x-rated afternoon with the wall-crawler, from meeting him on the skyscraper's spindle, to her sudden and undeniable urge to fuck him, to the whisking him off to a nearby rooftop for their first round. Jessica could feel the rush of blood to both her cheeks and nether section as she heard about how Carol made Spider-Man go down on her, bring her off, and then lay there while she rode him to another orgasm. As she went into detail about their sexcapades after she brought him here, she could feel herself becoming noticeably hot and bothered by it.

By the time she was finished, they'd had several glasses of merlot, and Jessica was only a few words away from either going in there and fucking Spider-Man herself, or spiriting herself off quickly, so she could relieve herself manually.

"So, why tell me about all this?" she finally asked. "Why show me your new boytoy in all his naked glory?"

"Well, he says he was put under some kind of voodoo sex curse by someone named Calypso," Carol replied. "It seems to be making him really horny all the time, but it also seems to be affecting any women he comes into contact with. Which sounds suspiciously like how pheromones work."

Jessica nodded. "And since some of my powers are pheromone-based, you thought I might have an insight into how they work, and how we could shut it off."

"Not that I really want to shut it off, but yeah. I figured we could try."

Jessica pursed her lips, nodding slowly. She was trying to keep it together and resist the urge to get herself off, but it was taking supreme concentration on her part. "Pheromones are unpredictable," she said. "If that's what it is... he may not be able to control it. Especially if it's this new, and especially if it's something that was afflicted on him."

"Oh, well," Carol said, easily and breezily, taking her friend's wine glass away. "I figured as much."

Jessica shook her head, as if realizing something. "You could have told me all of this over the phone, Carol. Why bring me here? Why expose me to this, when I might not have any kind of defense against it?"

Carol smiled, leveling a knowing look at Jessica. Sauntering over to her, she ran a fingertip over Jessica's arm, eliciting an immediate and unmistakably lusty shiver from her friend. Jessica could feel her need for sexual release, slowly building since she'd entered Carol's place, rising to a fever pitch. She was staring at her friend's cleavage, and shaking all over as Carol swept her into her arms and pulled her in for a long, hungry kiss.

Jessica was surprised at how quickly and passionately she returned it, her yearning at such a frenzy that she didn't care if it was her best friend with whom she was now tangling tongues. She was soft, and smooth, and sweet against her, and she found herself groping and feeling up her seductress, melting against her as fire played about their lips. By the time they broke the kiss, Jessica knew full well why Carol had called her here.

And she was hot to trot.

"You want to have both of us, don't you?" she breathed, smiling cautiously at Carol.

Carol nodded, grinning deviously. "I figured we'd rev him up for a bit, then really have some fun with him. What do you say?"

"Are you kidding?" Jessica asked. "If he's half as good as you say he is, I don't want to miss out. And I don't want to miss this."

She leaned in for another kiss, gasping slightly as Carol bit her lower lip and held it. Running her tongue against Jessica's upper lip moments later, she squeezed her friend's generous rack and broke the kiss.

"Oh, you won't," Carol crooned, slipping off her robe and making her way from the kitchen. "Now... let's go wake up our sleeping beauty and... play with him."

Even sleep wouldn't release Peter from his latest problems.

In his mind's eye, he was ogling and fondling one woman who was simultaneously all women. Every beautiful bombshell he'd ever had less than pure thoughts about or had given a lingering gaze was embodied in her. She was MJ one second, Silver Sable the next, and Gwen Stacy the next moment. Even after, she was Mystique, or Scarlet Witch, or Psylocke or Black Widow, or any number of other high-profile, beautiful women he'd seen on television or worked with-or even against-as a superhero.

No matter who she was at the time, he was beholden to her. Jean Grey leaned in to kiss him, and he'd submit, the shock of her hungry lips on his sweet and unforgettable, before Madame Hydra pulled away, a satisfied smirk playing about her emerald-toned lips. A feral, furry Tigra would nibble at his neck, causing him to writhe and groan, and he'd look down to see smooth-skinned Storm kissing down his chest and running her tongue over his stomach, her white hair soon obscuring her beautiful face. And as she progressed further down, to his tortured, eager member, she became even more beautiful and indistinct, as she turned her face down to begin fellating him.

In his mind's ear he moaned at the pleasure she brought him, squirming as she bathed him orally. He would have reached down to caress her hair, to massage her scalp, anything to encourage her, but his hands were bound. He was helpless, and his mistress was even more indistinct, even as her technique stoked his loins even further. She was insatiable, inevitable, and undeniable.

"Ohhh!" he breathed, bolting awake as best he could in his bound position.

At first he didn't remember where he was, and didn't recognize the area. All he knew was that he was tightly tied to a bed, and that someone was teasing and fellating his twitching, turgid cock eagerly and with expertise.

"Oh my god, that's good," he breathed, before vainly trying to prop himself up and look at Carol. He failed-his arms were stretched above his head and tied to a corner post-before noticing that his legs were each hanging off a different side of the mattress, near a corner. And each of them was also anchored to that side by a body.

It was then that he finally noticed the sensation of two mouths and tongues on his cock. At the same time.

One was lapping slowly and thoroughly at the crown, often lingering on the underside of his nozzle, while the other ran up and down the length of his shaft, bathing him in the sweet sensations of warmth and slickness.

"Someone's finally awake," Carol crooned, rising up and smiling down at Peter. "I was afraid we'd get you off before we get you up."

Peter gasped as the mysterious other party continued giving him head. Carol had put on the Ms. Marvel costume again, or at least part of it. She was wearing the mask, the boots, and the long gloves, letting the her ample naked beauty carry off the rest of the look. She sauntered up to Peter and leaned over him, letting her big tits caress his chest before kissing him deeply.

"I thought I'd invite a friend over to help us solve your... big problem," she said softly into his ear. "And as you can see, she's very eager to help. Aren't you, Jessica?"

A smooth alto purred a positive groan as Peter's mysterious fellatio expert pulled herself off of him and stood. Peter's jaw dropped as he recognized a smiling Spider-Woman-at least, she was wearing the red face mask with the yellow inverted triangle over the forehead and the wide, vaguely crescent-shaped white eye pieces that were similar in design to the ones on his own costume.

There was no other trace of a costume or clothing on her fine, statuesque form. She had smooth, feminine curves that belied her fit frame, long black hair, and a beautiful round tits that, while clearly not as amply endowed as Carol's splendors, were nevertheless generously fleshed and fun to look at. Toned, creamy thighs suggested legs that went on and on, and Peter felt his heart racing as he realized he was being fucked by two super-heroines in at least some of their costumes.

"I am," she said, leaning in close to him on the other side. "When Carol told me how tasty your cock was, I wasn't sure if I believed her, Peter. But now that I've confirmed how delicious it is for myself..."

She kissed him, long and slow and deep, before continuing.

"I think you're in for a world of trouble!"

Her grin was wide and mischievous, and as she leaned in to kiss him, Peter felt a warm breath of air as Carol softly exhaled on to his ear. Her tongue and mouth enveloped it savagely as Jessica's lips and tongue met his, sending a pleasurable shock through his body as the two bodacious vixens started to maul him. Soon Jessica broke their kiss and moved to Peter's other ear, making out with it in similar fashion to Carol, causing him to emit groans of pleasure he could only partially hear.

They took their time at this, devouring him in a leisurely fashion, giggling every so often as they made him writhe, quiver, and moan. Peter could feel his heart drumming fiercely, as he endured at length the smooth, wet lashes of warm tongues against and inside his ear, coupled with the gentle nips of teeth and the hot whispers of things to come. As they moved on from his ear, the ladies simultaneously started towards his lips, kissing on his cheeks and jawline, coming together to press their mouths and tongues eagerly onto his and each other's, resulting in the first three-way kiss Peter had ever had.

"Oh my god!" he wanted to say, but only got the first word out as Carol and Jessica both pushed their tongues into his mouth. Neither got particularly far, but the sensation sent a naughty thrill through Peter and dissolved his exclamation into an elated grunt as they continued working him over.

Carol pulled away first, followed by Jessica, both women smiling lustily down on Peter. As their gazes moved to one another, Peter felt his cock twitching and his breathing picking up in the hopes they would start kissing each other. As Jessica bit her lower lip and leaned hungrily in, Carol pulled her close and dipped her head to meet her lips, their hands moving urgently all over one another as they made out with the passion and eagerness of a new couple that craved exploration of each other's body.

Peter couldn't believe how hot it was to see two of his beautiful, mostly nude superheroine colleagues-one blonde, one sporting long black hair, both statuesque and gorgeous beyond belief-fooling around directly on top his bound, captive form. It was the kind of thing he'd only privately dreamed about before, and the reality of it was staggering. Both women were hot with sexual energy, and their bodies were sensitive and as smooth as their curves were fetching. Jessica gripped Carol's ass cheeks eagerly and found her friend's tits with her mouth, making Carol groan urgently as she sucked and teased her nipples at length.

"I want you, right now," she murmured, after finally halting her feast of Carol's flesh. "Let's find out how you taste..."

She grabbed Carol and lay her across Peter's abdomen, her smooth, soft ass resting on one side of him, her legs spread open and her feet propped against the other side of him. Off to one side he could see Carol's face and upper body as she propped herself up, but the view directly above and in front of him was dominated by one of her smooth, muscular legs, angled to latch her tightly to him. It wasn't an ideal view, especially since his bondage made even lifting his head an effort, but what he could see was very nice.

Jessica approached from the other side, snaking her arms through the triangle made by Carol's legs and Peter's body. He felt the soft coolness of her breasts as they rested against his midriff, between Carol's feet. He saw Jessica's right hand grip down on the outside of Carol's creamy, dreamy thigh, and gasped as he felt the smooth tight grip of her other hand throttling his erect tool. He writhed helplessly as she began slowly churning his cock, and he could barely see the crown of her head as it disappeared, lowering towards Carol's nether section.

"Oh, yes!" Carol breathed, throwing her head back, her body tightening and rocking in rhythm as Jessica's mouth met her yearning snatch. Peter could feel her bucking her hips against his side, and could see her voluminous tits jiggling slightly as the open-mouthed blonde enjoyed her friend's tender care. He groaned as Jessica's grip on his member tightened, even as her speed remained slow and steady as she continued to jerk him off.

"This is so fucking hot," he murmured, unable to do anything but watch and be molested by these two heroines.

"Mmm-hmm!" Jessica replied from between Carol's legs as the blonde moaned in agreement.

"So very hot," Carol crooned, locking eyes with Peter. She smiled over at him, winking and licking her lips provocatively as she continued to luxuriate in the cunnilingus Jessica was bestowing on her. "I'll bet your wife never did this with you, did she, Peter?"

Peter shook his head, jumping slightly as Jessica starting pumping his cock harder and faster with her hand. Between her hand job and the previous double shot of head he gotten from both women, she had kept things tight and velvety up to now, and he could feel himself slowly starting to build to another orgasm. Carol, still looking at him, began playing with her nipples with one of her hands, her face and body quivering and twitching as she began to experience sensation overload from all the pleasures in which she was immersed.

"Oh god!" she called excitedly, as her orgasm began to overtake her. Her legs tightened, but as she drove her feet like spurs into Peter's midriff, and as they squeezed around Jessica's head. Her hips started pistoning quickly against her lover's face, as Carol lost all manner of control. "Oh! Oh! OOOHHH! Oh yes! Oh, FUCK yes! OH MY GOD, JESSICAAA!"

Jessica's grip on Peter's cock was lost in the suddenness of Carol's passionate throes, just before she got him to the point of no return, causing Peter to whimper and cast about for a reason. What he saw was a shaking, quaking Carol Danvers, flailing and groaning in erotic desperation, as a determined, hungry Jessica Drew softly and smoothly licked and teased her pussy all the way to a thundering orgasm. Carol quivered and whimpered amorously, her back arched and her head thrown back as she breathed her pleasure in and out through her mouth.

Things seemed to pause for a few moments, and then Jessica pulled up from Carol, smiling and drenched from Carol's juices. Both women grinned at each other, and Carol pulled her over for a steamy, grateful kiss. When they broke it moments later, Carol pulled herself up and curled up next to Peter.

"Okay, I need to get off, now," Jessica said, smiling down at Peter. Straddling herself over him, she positioned his cock for entry as she continued, "And I'm pretty sure you do, too!"

She came down on him, and Spider-Man and Spider-Woman were suddenly lovers. Both groaned in pleasure as they connected, and Jessica almost immediately began riding him, bucking her hips back and forth as she felt his length fill her completely. Peter thrust up into her as best he could, basking in the moist warm tightness of Jessica's drooling cunt, knowing it wouldn't be long before she brought him off.

"Jessica's gonna take care of you in a little while, Peter," Carol whispered into his ear, before starting to make out with it as she had earlier. "I'm going out in a little bit, but I thought I'd let you two have the place all... to... yourselves for a while. Think you'll be able to handle that?"

"Oh god," he replied, his head spinning from Jessica's rampantly vigorous fucking of his cock as much as Carol's words and lip-locking of his ear. "I... don't know..."

"You don't get a choice, lover," she continued, as Jessica's motions became harder and faster against him, bringing him closer and closer to cumming. "We're gonna suck and bounce on that big cock of yours and play with it all we want. We're gonna fuck you dry until I have to leave. Then, Jess here is going to get to play with you, for as long as she wants. You don't get any say in the matter."

"Oh shit!" Peter breathed, ramrod-aroused by Carol's words. Jessica's efforts at riding his cock were furthering things, and he could feel himself hurtling past the point of no return as the raven-haired temptress milked and churned his cock with desperate speed. "Aaaah, god, I'm almost there!"

"Me too, baby!" Jessica crooned, her big tits heaving and jiggling as she fucked her new boy toy with passionate abandon. "Give it all to me. Feed my hungry pussy with that big, thick cock!"

"Yeah, baby," Carol said, her lips virtually touching his ear. "Don't hold back from your new mistress. She wants all of that thick, tasty cum you're carrying, and you're gonna give her everything she wants, aren't you?"

Again, things were too much for Peter. Between the entire experience of getting double-teamed by these two, the lesbian sex that was had over his stomach, Carol's words and Jessica's merciless riding of him, he had no choice but to do exactly as he was told. He called out Jessica's name loudly as he erupted decadently and copiously into her delicious pussy, his brain almost overloaded by the sensations these two women were giving him. Both women smiled down erotically at him, Carol saying all manner of dirty things to him as Jessica, mouth wide open and quivering, continued to thrust her hips hard against him through his orgasm.

"Aaaaah, FUCK YEAH!" she exclaimed with a particularly hard thrust of her pelvis, her own orgasm overtaking her moments after Peter's did. "OH MY GOD! FUCK! That feels SO GOOD! Oh, shit! Wow!"

Breaking into a fit of quivering twitches, Jessica continued riding her helpless lover as she came, unable to control her motions as she extracted as much pleasure and friction as she could. She was sensitive everywhere now, virtually every inch of her smooth skin reacting electrically to the slightest rub, touch, or caress. As if psychically aware of this, Carol moved behind Jessica, clasping her lovingly from behind. The skin of her arms and the smooth plastic of her gloved hands brushed slowly and deliciously across Jessica's midriff, stomach, shoulders and tits, causing the gorgeous brunette to continue writhing and whimpering in her afterglow.

"Was that not awesome?" Carol asked, kissing down Jessica's neck and shoulders from behind and winking erotically down at Peter, who was already reacting to the display. "Didn't I tell you he was gonna be loads of fun?"

Jessica laughed a low, satisfied chuckle in response, nodding her head vigorously. "Hell yeah!" she replied, slow-fucking Peter as she felt him hardening up again, an arm attempting to embrace Carol's head as she continued kissing her. "Lots of fun. And lots of loads, too."

"Awww, is he getting horny again, baby?" Carol asked, in a honey-drip voice that was as effusively sweet as her knowing smile. "Are you still wanting to fuck that big cock of his some more?"

Jessica and Peter both were already providing the answer, as she began pistoning herself slowly and sensually on his rising rod, while Peter groaned from below and began to return the favor as best as he could. Jessica felt tight and wet and warm against him, and she knew how to squeeze and throttle his manhood and keep him wanting more. The two grinned eagerly at one another, already silently confirming that they'd be doing this on a regular basis with no effort or regrets.

"I am," she crooned, easing forward slightly and nudging her tits into Peter's mouth. "I want to do all kinds of things to that long, thick rod. And I want him to do all kinds of things to me."

She ended the phrase with a giggle, which her friend joined her in as she came around from behind her and kissed her. The sight of the two gorgeous girlfriends making out with each other, in partial costumes, while one of them continued slow-fucking him, sent Peter's world spinning, and he could feel himself approaching an impossibly sensitive level of hardness as he luxuriated inside Jessica's expert snatch. Their kissing got more and more involved, and soon the two were groping and fondling one another while Jessica gradually began speeding up her rhythm against him.

"Wait," Carol murmured, her hands on Jessica's hips. Jessica halted her activity, looking lustful and quizzical as she regarded Carol. "Don't fuck him quite yet. I have an idea."

She leaned in to whisper in Jessica's ear. After a few moments of muffled suggestions, Jessica grinned and nodded, then pulled Carol in to make out with her some more. Peter, already aroused by the display, couldn't help but resume fucking Jessica again, thrusting up into her heavenly cunt.

"You both are so hot..." he murmured, pleasuring himself slowly as he watched the two gorgeous friends go at it.

After a few moments of this, Jessica and Carol broke their kiss, and turned their gazes downward to their helpless captive, smirking knowingly at him. Carol loped slowly to the corner of the bed, her shapely ass swaying enticingly as she positioned herself between Peter's legs and got on her knees. Jessica, for her part, broke their intimate connection, then re-positioned herself back on his cock, her back facing him as she mounted him in the reverse cowgirl position.

"Mmmm, you feel even better from behind, cowboy," Jessica moaned, settling back on him. Leaning back to prop her arms on either side of him, she spread her legs and propped her feet back, giving her some control over the situation. She then turned her head slightly to him and licked her lips suggestively. "You're gonna fuck me in this position while Carol gives us both some head, aren't you?"

"Oh, yes, baby," Peter replied automatically, starting to fulfill his mistresses' demands and thrusting up into Jessica.

Almost immediately, he felt the caress of Carol's velvety tongue on the lower part of his shaft as he slid into and out of Jessica, and he groaned at the sensation of being simultaneously sucked and fucked. Both of these ravishing beauties were hungry for his cock, and he had neither the power nor the desire to do anything but give them as much of it as he could. Carol squeezed his balls softly, causing Peter to whimper happily as both women worked him over.

"Oh, fuck, that's nice," Jessica moaned, her long black hair lightly caressing his chest from above. She was employing long, slow, luxurious thrusts from her position of control above Peter, purposely dragging out the duration of their coitus while Carol's mouth danced expertly over both their neither sections. "Our little sex slave knows just how to use that big tool, doesn't he?"

"Mmm-hmm," Carol crooned from below.

Peter could feel the blonde stunner's fingers occasionally brushing his thighs and waist as she concentrated orally on the two of them. Whenever her tongue wasn't teasing and pressing against his rod, Carol turned her attentions to her friend's pussy, causing a suddenly overwhelmed Jessica to squeeze her thighs together joyfully, further tightening her connection with Peter's cock as they fucked. Then it would loosen, and Carol's tongue would return to his shaft, working in tandem with Jessica's snatch to double his sensations.

It didn't take much of this before Peter again felt himself approaching an intense wave of orgasm.

"Oh god," he whimpered, increasing his thrusting.

Both women moaned in anticipation, intensifying their respective efforts to bring him off. Carol moved her oral efforts to his balls, taking them both in her mouth and sucking intensely, while Jessica pistoned her hips faster and harder up and down on him. The dual sensations were so pleasurable, and so overwhelming working in tandem, that he knew he would be shooting a particularly large load into Jessica very soon.

"Give it up, baby," Jessica murmured, her voice low and sexy. "Give your Spider-Woman that big, hot, gooey reward she craves. Don't you want to? Don't you wanna fill me up with your spider-spunk, Peter?"

"Oh, FUCK YESSSS!" Peter exclaimed as he popped, Jessica's words exciting him further as he helplessly, happily gave her exactly what she was asking for. Pleasure itself seemed to course through his shaft as he launched load upon load into Jessica's yearning snatch. Carol's mouth, lips and tongue cradling his balls only heightened his ecstasy, making him sweetly aware of the sensations of his sack emptying as he fed Jessica's hunger for him.

"Oh, yes, lover!" Jessica exclaimed smoothly from above, her body starting to quiver as his cum slammed into her insides. "Oh, YES! That's how you fucking do it!"

"Mmm-hmm!" Carol moaned happily. She released his testicles with a distinct popping sound, sucking on them even as she pulled away. "Someone tastes every bit as good as he fucks!"

Rising to her feet, she ran a hand over Jessica's thigh, winking. "So, Jess," she said, "are you gonna share? Like we agreed earlier?"

"Only if you share some with me," Jessica replied, grinning up at her friend. "I'm eager for a taste, myself."

"Done!" Carol exclaimed, her blue eyes twinkling playfully as she sank back down to her knees. "Move up on him a bit though. I want my tits to slap his cock while I get some."

Scooching her way up to sit on his chest, Jessica leaned back and moaned as Carol lowered her head again to her drooling, dripping cunt. As the blonde bombshell suspected, Peter had deposited a huge load of his tasty, gooey spunk in her friend's snatch, and it was virtually leaking out of Jessica's delicious hole. Carol was happy to run her tongue over it and pick up as much as she could carry.

And, true to her word, their positions were such that Carol's large, luscious mammaries were rubbing and slapping against his gradually shrinking cock. She smiled inwardly at Peter's moans while she cleaned Jessica's pussy, well aware that her woman-flesh against his shaft would have him back up and performing in no time. At one point she even used her hands to trap him between her tits and briefly wank him. Peter whimpered and thrust, his tool already starting to re-harden.

Carol smiled, her mouth full of her delicious reward, and stood up. Jessica immediately got up off of Peter, and grinned eagerly as her friend took her in her arms. They both looked purposefully at Peter, who gulped and swallowed at the enticing sight before him, and went to work.

Leaning Jessica back, Carol moved in to Jessica, the blonde beauty's lips hanging just an inch or two above the stunning brunette's, as if they were about to start making out. Jessica's mouth hungrily opened, and moments later Carol opened hers. A long, thick, pearly thread of Peter's seed dripped slowly onto Jessica's waiting tongue.

"Oh, fuck!" Peter murmured, his shaft quickly reaching its full hardness again at the erotic exchange.

Jessica groaned, turned on by the taste of Peter's spunk and the force of his exclamation, and moved her mouth up to Carol's where there was even more. The two friends made out, tongues wrestling as they swapped Peter's cum back and forth between their mouths.

They broke their long kiss, Carol smiling and leaning back as Jessica, now with the majority of cum, opened her mouth and let a dollop of their sex slave's delectable fluid make its way down to her friend's waiting tongue. Carol closed her eyes as the thick cream hit her tongue, moaning hornily as its taste flooded her mouth. She then rose to make out with Jessica again, their mouths working playfully as they exchanged Peter's seed between each other.

This went on for several more such exchanges, all in front of a tied-up Peter Parker, who was so turned on by this new, pornographic development, that he was fully hard and eager for more by the time they'd gotten to their second exchange. He'd never seen two women swap cum like this, and the fact that it was two of the most beautiful superheroes he'd ever worked with-best friends, even-making out with each other, exchanging his spunk just after they'd fucked a large quantity of it out of him…

… well, it made him hornier than he'd believed possible.

By the time Carol and Jessica had finished playing with each other this way, he was eager and ready to go again. They both made a show of exhibiting the roughly equal amounts of his cum they had on their tongues before making another luscious show of swallowing it and moaning their gratification. When they started making out again, Peter whimpered, temporarily afraid they were going to forget him and leave him lying there, ramrod straight and sticking up like a flag pole.

"Wow, someone's back at full attention again!" Carol murmured, leading Jessica to the sight that caught her attention. "I didn't think guys had your kind of sexual stamina, Peter, but this is just unbelievable!"

Both women were kneeling between his spread legs, fixing him with looks that clearly communicated their intent to take full advantage of the situation.

"I think this is one problem you're just gonna have to live with," Jessica crooned, licking her lips hungrily. "I don't think any woman is gonna let you fix it if you can give them this much pleasure!"

Peter was about to respond that his wife might not agree, but only moaned as Carol and Jessica ran their tongues up and down each side of his sensitive, slightly twitching shaft. It wasn't easy to see them from his angle, but the blonde and brunette heads moving up and down on him at a luxuriantly slow pace were visible if he lifted his head for a moment. He could feel them teasing and bathing his cock, licking it up and down, wrapping their lips around one side harmonica-style, one taking the head into her mouth and fellating him while the other sucked on his balls. It all felt gloriously good, and Peter could have let it go on forever.

Carol and Jessica, however, had other plans.

After a few minutes of oral attentions, they stopped fellating him and pressed their amply stacked chests together around his slick, hard cock. Trapped at the epicenter of four bodacious breasts, Peter, wide-eyed, his mind reeling, gasped as the deviant duo grinned naughtily up at him and began titty-fucking him together. Pogoing themselves up and down against him, they held their tits up and against each other, making sure Peter's captive cock stay in the middle of them where it belonged.

"Ooh, I knew you'd like getting titty-fucked," Carol breathed, pleased at Peter's moans and enthusiastic thrusting. "How does it feel to get it from two women at the same time?"

"Does your wife ever do anything like this for you?" Jessica asked, occasionally dipping her mouth to coat the tip of his cock in her saliva. "Does she ever make you into a little Spider-Slut for other sluts like we do?"

"No!" Peter replied, thrusting as best he could into the tight, slick velvety snatch created for him by his seductresses' breasts. He'd never done anything quite like this before, and he knew he wouldn't be turning down any other requests Carol and Jessica made of him. Their beauty, bodies, and minds were such that he would be actively pursuing a second time with them, individually or together.

He couldn't believe how good this all felt. Carol's and Jessica's tits felt amazing as they fucked him with them, and whenever he lifted his head to look at them, he was treated to the sight of them either kissing one another or one of them dipping their mouth to fellate the head of his cock and slicken the area with her spit. They seemed determined to make him pop as quickly as possible, as they always kept his cock squeezed tightly between their tits, and the up-and-down motions they employed had picked up in speed.

"You know what we want, Peter," Jessica said, her alto voice commanding and low. "You've got something in there that we've gotta have."

"And we want it now," Carol murmured imperiously, blue eyes fixed on him. "Give it to us."

Peter whimpered and writhed, unable to hold back, even though he didn't want this moment to end. "Oh god! No, please…"

"Yes…" they said together, continuing to pump their mammaries up and down on him.

That did it. His orgasm overtaking him without mercy, Peter shot, helplessly popping several hard, pleasurable spurts up at his mistresses. Ecstasy washed over his entire body as Carol and Jessica pressed themselves together to catch as much of his cum as possible. The comely pair grinned and giggled as they received roughly equal volumes of Peter's seed on each of their respective chests.

"That's a good slave," Carol crooned, lifting her large, luscious globes to her mouth as she cleaned herself off with her tongue. "Giving it up like a good little slut should."

"Mmm, no kidding!" Jessica said with a smile, her hands on her hips as she grinned at Peter. "I think you just became one of my new favorite superheroes to work with, Peter!"

They all laughed at this, enjoying the obviousness of the remark, as Carol rose up and began making for the bathroom.

"Well, I think I've finally gotten my fill, for now," she said, winking at Peter. "I'm gonna freshen up and then head out for a bit."

"Oh, but Carol," Jessica piped up in a mock-scandalized voice, "What ever shall Peter and I do if you leave us here… All. By. Ourselves!"

Carol laughed at the question. "I'm sure you'll figure something out," she quipped, reaching the bathroom door. "Make sure he has both our phone numbers, and lock up when you kids leave. Have fun!"

And Carol closed the door, leaving Peter looking up at a smirking Jessica Drew, who had just risen to her feet as she licked his cum off of her lovely breasts. She removed her mask, revealing her gorgeous green eyes to him, curled up next to him, throwing an arm across his abdomen, and moving her mouth to his ear.

"I hope you're still horny," she whispered. "Because I'm far from done with you, lover!"

And then she licked, nibbled, and made out with Peter's ear, causing him to groan and writhe as he started to re-harden for her. It was going to be a long, strenuous afternoon.

In his career as the superhero Spider-Man, Peter Parker had been in more than a few tough situations. He'd developed a veritable spiderweb of arch-enemies over the years, many of whom had made it their life's ambition to do him in, which had led to him being placed in a number of difficult spots. The Green Goblin had taken Gwen Stacy from him; he'd had to clean up Carnage's bloody messes more times than necessary; and good heavens, don't even get him started on the subject of clones. Miles Warren would burn in a very special hell for all the problems he'd caused for Peter.

But of all the tough situations he'd had to endure, this one was unique in its difficulty to shake.

"Are you ready to put that big cock of yours to work again?" the dark-haired woman with the smokey green eyes and alluring alto voice said from above him.

She was naked, and lovely, her statuesque body and eye-popping curves making him as eager for more sex as her words. She was Jessica Drew, also known as Spider-Woman, and as she gripped his hardened manhood tightly, she licked her lips enticingly down at him, nodding and winking. He couldn't be sure from prior experience, but today she'd already demonstrated a prodigious sexual appetite, as she and her friend Carol Danvers-aka Ms. Marvel, in whose apartment they were fornicating-had worked him over for a good chunk of the afternoon. The fact that he was bound tightly to the bed through Carol's creative use of her red costume sash and a couple of scarves had led to him having absolutely no say in when they stopped.

From the lusty smile on her smooth, beautiful face, it seemed Jessica had no intentions of slowing down yet.

"Mmm, it looks like you are ready," she murmured, leaning her face in close to his captive rod. She was kneeling off to the side of him on the bed, so as she solidified her position over him, he could see Jessica's pendulous breasts hanging over his abdomen, causing him to groan appreciatively. Her warm, luscious tongue swept over the tip of his cock, and he twitched and moaned at how good it felt.

Jessica smiled back at him, gratified at his response, then made a slow kissing gesture at him. "You're very tasty," she said, slowly stroking him with one hand. "In fact, I think I'm going to just… sit here, and make out with your big, tasty tool, Peter. Would you like me to do that?"

Peter swallowed, then nodded, still unable to believe this. Whatever else Calypso had done to him, she'd made him uncontrollably and perpetually horny, as well as making him irresistibly attractive to other women. He'd been unable to keep them off of him, and in less than two days had had dozens of orgasms with over half a dozen women, none of whom was his wife, MJ.

And while he did feel guilty about it, he couldn't help the distractions caused by this particular situation. Some of the most beautiful-and powerful-women he'd ever dated or worked with were throwing themselves at him, and his sex drive was now beyond anything it had ever been. He could only hope to somehow make it up to her, and hope she'd understand when he finally explained it all to her.

Because, for all intents and purposes, he didn't want this problem to be solved.

"Oh god yes," he enthused. "Please suck my cock, Jessica. I really want you to."

The black-haired beauty laughed softly, grinning as she turned her head to her prize. She and Carol had double-teamed Peter all afternoon, and she was eager to get some quality time alone with him.

Starting slowly, she teased the tip of his cock with her tongue, lashing and tickling the underside of the head with intermittent flicks. Peter quivered and moaned, tensing and struggling against his bonds as he wordlessly pleaded with her for more stimulation. Smiling inside, she slowed down the rate at which she flicked, Peter's labored breathing and vulnerable captivity stoking the fire rapidly building in her nether section. She could feel his cock twitching and throbbing in response to the torturous treatment, and it was one of the sexiest sensations she'd ever experienced.

Giggling softly, she lashed her tongue again over her captive's organ, enamored with the idea of tormenting him for a little while. He looked good when he squirmed, and it made her even hornier to hear him groaning for more of her touch. As she reveled in the taste of his smooth, long pole, she shifted herself over him, moving her legs and positioning her hips directly over his head. Lowering her pussy to his face, she grinned, taking a nice, long lick on Peter's cock before saying what she didn't need to say.

"Eat it, slave," she commanded, then immediately drew a sharp breath as the sensation of his tongue against the sensitive membranes of her cunt lips gave her instant pleasure. Moaning, she pumped herself slightly against his angelic oral efforts. "Mmm, that's right. Eat that pussy. Eat that spider-pussy while I make out with your big spider-cock."

She could already feel her fluids flowing forth from her nethers, joyfully trickling out at the touch of his tongue. As she rubbed and swayed herself all against his face, she smiled inwardly at the idea that his face would be covered in her juices when he was through feasting on her. He had virtually no control, and she had the lion's share of it.

The thought elevated her libido even more, and she dove lustily onto his tool to continue making out with it as she continued to fuck his face, an orgasm already building on the horizon for her.

"Oh god!" Peter would have said, had Jessica's pussy not been virtually shoved into his mouth from above. As it was, all he could do was moan as Jessica started to fellate him in earnest. She'd sucked his dick earlier today, in tandem with Carol, but to his recollection, had yet to make him cum that way. Now that she had him all to herself, she was employing her best techniques, working her heavenly tongue, mouth and jaw tightly against his shaft as she bobbed slowly up and down on him.

It felt exquisite. He redoubled his efforts on Jessica's snatch, wanting to deliver as much pleasure to her as she was giving to him, but her aggressive efforts were once again quickly rocketing him towards a concentration-rending climax. Even as he buried his face into her steamy well, the soft, sweet swirl of Jessica's warm, talented tongue against his manhood shot quivers through him repeatedly, and the building wave of orgasm tore mightily into his attempts to pleasure her.

Jessica could feel Peter's impending explosion building, as he writhed and quivered and twitched in her mouth. Groaning triumphantly, she redoubled her efforts on the tasty cock she cradled captive within her lips and tongue, sucking and slurping in long, luxuriant lashes designed to squeeze, tease, and throttle him as much as possible. His spunk, his seed, would be hers, and she wanted it right now.

"Mmm-hmm," she grunted encouragingly amid his desperate whimpers, never taking him out of her mouth. Indeed, she intensified her efforts even further, sucking as hard as she could and pumping her head up and down on him as fast as she could. Repeating the groan from before, she said with tone what she couldn't say with words:

It's okay baby. I want it. I want that tasty spunk you're trying to keep from me. Give it up. Give it to me right now.

And Peter, unable to move, unable to resist, unable to even speak because his mouth was occupied with her pussy, could only whimper and writhe as another climax overtook his body in spectacular fashion. A wave of pleasure fell over his entire body, from head to toe, as he helplessly, mightily blew load upon load of his seed into Jessica's waiting mouth. He couldn't believe the lengthy surge of elation that shot through him as he pumped what felt like his largest helping yet of cum because of his latest seductress's tender care.

As Peter gave up his sweet secretions to Jessica's oral efforts, she felt a thrill unlike anything she'd ever felt before. She tasted the hot, creamy splooge that was her reward for bringing him off, and was immediately aware of the tingling in her legs, between her legs, as he continued servicing her. She didn't know if it was due to Peter's efforts, her own elation at making him into her personal cum spigot, or something else entirely. All she knew was that she was also starting to climax.

"Oh, fuck!" she breathed, her body starting to spasm and quiver as the sensations intensified. Squeezing her thighs together against Peter's head, she could feel herself shaking all over as her own orgasm rocked and racked her body in waves of pleasure. Though she was dimly aware of Peter's continued action on her cunt, she couldn't help thrusting her hips even further into his face as she experienced one of the sweetest sensations she'd ever known.

"Aah! Oh god! Oh god!" she exclaimed from over him. "OHHH, YESSSSS! Ohh, fuck!"

A plethora of joyous exclamations and praises followed as Jessica continued to shake and shiver impressively against him. When she'd finally finished, no less than a minute had passed, and she lifted herself off of her boy-toy with a distinctly contented grin.

"I don't usually care for puns," she crooned, snuggling up against him. "But that seriously was fucking amazing, and amazing fucking!"

Peter nodded, unable to deny it. "Oh, was it ever!" he agreed. "I don't know where you learned to give head, but that was probably the best I've ever had."

Jessica laughed softly. "Flatterer," she said. "I'll bet the pheromones I emit probably helped with that, but it's very nice of you to say so. In fact..."

A soft hand rubbing down the side of his leg sent Peter back to the start of being horny, and when he turned to look at the nude, stacked brunette doing it, she winked mischievously. Jessica Drew was gorgeous-they all were-and she knew it, and was clearly not above using her wiles to keep wearing him out. Moving across his body to straddle him, she propped herself over him so that her big, beautiful tits were mere inches above his face.

"... I'm thinking I'll let you suck my tits as a thank-you," she finished. "You like fucking and sucking big tits, don't you, Peter?"

Before he could answer, Jessica leaned her amply endowed chest into Peter's face, her arms circling his head to grapple it into her. Peter moved to tease one nipple with his tongue, but was soon devouring the entire breast greedily, as Jessica moaned and whispered hotly into his ear, egging him on.

"Oh, that's nice, Peter," she crooned, lengthily. "Suck it. Suck it. Suck that tittie as hard as you can. Harder. Harder! Ow, yes! Oh, that's a good little slave. Now do the other one. Mmmmm, yes. Oh, god. You're good at this, Peter. Now, put 'em both in your mouth!"

Backing off slightly, she pushed her tits together, positioning her dark brown nipples close together before pushing them back into his face. Peter managed to catch them both in his mouth with a little effort-Jessica's big tits were not as big as Carol's but more than up to this task-and sucked on them both for several moments, much to Jessica's delight, as she squeezed his head back into her before sliding her hips down his body.

"Mmm, yeah, that's good," she murmured. "I'll bet you love having two titties in your mouth at the same time, don't you, slave? I'll bet you fucking love it, even more than I do."

It was right about then that Peter felt the slick warmth of Jessica's snatch as she slid it back over his hardened cock. She didn't insert him into her, but backed herself against it, so that her salivating hole was sliding slowly up the length of his shaft from the base, teasing him with its slippery succor. He tried to pull away and re-position himself to enter her, but Jessica compensated and kept herself against him, effectively playing his cock like a cello against her labia.

"Mmm, don't bother, slave," Jessica whispered, continuing to slide herself against him. "You're not gonna get to fuck until I say so. Just keep sucking my big titties while I play with the rest of your body."

A muffled whimper escaped from Peter as he continued working over Jessica's rack, but he stopped trying to enter her. He could feel himself being pulled up into a half sit-up as she pushed her hips back to match up against his, her moist cunt straddling his galvanized rod even as it was pushed down almost painfully so Jessica could keep teasing him sexually. She grappled him mightily to her ample bosom, determined that he should continue doing her bidding even as she tormented him deliciously.

"Isn't this the way you want it?" she asked, her alto teasing him as mercilessly as her body. "Held down, helpless, and completely at my mercy? Fully aware that I control how and when you next pop a big, juicy load of that hot, tasty spunk I want so badly?"

She felt his head nod against her tits, and heard his assenting moans, but it was the way his cock twitched and hardened even more against her pussy that sent another surge of excitement through Jessica's body. She didn't know how she'd known he was into being dominated so completely-clearly he'd enjoyed it enough when she and Carol had taken him earlier-but now that he was quivering and writhing so sweetly beneath her, she had no problem being a total dominatrix for him. It wasn't usually her thing, but it seemed to come as part of the 'lusting for Spider-Man' package.

And speaking of packages, she felt particularly naughty at what she was doing to Peter right now. She knew he wanted to fuck her-badly-because she was every bit as eager to get his big, thick cock into her deliciously aching and drooling cunt. But she knew she'd enhance things for both of them by denying and teasing and tormenting him with her dry-humping technique.

In fact…

Grinning, she unclasped his head, allowing Peter to fall back towards the bed, as she set herself further down on his erection, trapping it painfully beneath her snatch and pushing it to an extreme angle. Peter groaned in protest, but Jessica merely shook her head down at him and continued stroking his shaft with her pussy. One hand went to play with the nipple Peter had just had his mouth on, while the other gripped him around the throat.

"Get over it," she whispered, squeezing his throat slightly. His confused gasp made her even hornier, and she pressed herself hard against him while she kept sliding up and down on the outside of his rod. "You're gonna cum for me just like this, Peter. No blowjob. No fucking. Just me, rubbing and sliding against your cock with my pussy. Got it? I'm not getting off this way until you get off this way. So the sooner you give it to me, the sooner you'll get to fuck me again. Got it?"

Peter could feel a surge of adrenaline even as he nodded vigorously at Jessica's inquiry. She was proving to be almost as much of a dominatrix as Pretty Persuasions had been last night, and she looked just as gleeful about it. The threat of pain and orgasm denial was just as erotic as it was then, and Peter's temporary inability to breathe when she'd choked him made things even more intense as she resumed playing with him.

"Oh, fuck, Jessica," he whimpered beneath her helplessly. "Oh, fuck. Please. Please…"

"Please what, Spider-Slut?" she asked, not stopping or even slowing down. "Please, do whatever the fuck I want to do with this toned, tasty body of yours? Please, make you into my personal sex slave for as long and as often as I want, no matter what you think about it? Please, tease you and please you and torment you until you're unable to stand it anymore, and then continue doing it?

"Isn't that what you want, Peter?" Jessica was furiously frotting Peter's cock as she asked this, and it was driving Peter crazy in a whole new way. "Don't you want to be my little whore?"

Peter couldn't believe how intense this all felt. To be sure, it felt nowhere near as satisfying as being inside her cunt, or even a good hand job, but Jessica was tireless in her efforts to make him come this way, and it was having a profound effect on him. He couldn't be sure if it was the extreme desire to be inside her, teased deliciously by the sensation of her pussy sliding against one side of his shaft, or if it was the gut realization that she was not going to yield in her desire to torment him this way, but he could feel another climax slowly building at the base of his loins.

He nodded, closing his eyes to hide his shame, even as his pleasure built. "Yes," he breathed. "Yes, I do, Jessica."

"Then come for me, Spider-Whore," Jessica demanded in a whisper, squeezing his throat again. "Come, so I can fuck you some more. Come, so this Spider-Whore can put you back inside her and keep taking what she wants!"

He would have grunted a loud, hard stream of words, had she not been squeezing his throat, but instead only managed a feeble gasp as he felt the sensation of orgasm overwhelm his body. He could feel himself loading and pumping repeatedly, shooting his cum in several desperate pops as Jessica's naughty, slightly painful motions and position brought him off. It was intensely pleasurable, but also a little strange, being brought off by a woman's pussy when he wasn't inside it.

He couldn't see, but he imagined the fluid shot out directly behind Jessica, landing on the bed between his legs. Turning to look behind her, she smiled and began to dismount him.

"That's a good boy," she purred, propping herself over the corner of the bed, between his legs. He gasped as she took hold of his spent cock, smirking, and dipped her head to the bed just beyond, no doubt lapping up the spunk he'd just shot into the area. "Mmm," she groaned. "Very good, Peter. I hope I'm not wearing you out past your limits..."

And like magic, at those words and the squeeze she delivered to his package, Peter could feel himself getting revved up for the next round. It was slightly painful, at first, but quickly dissipated, much like every other previous time. Whatever Calypso had done to him, it had apparently had the effect of virtually eliminating his refractory periods. In moments, he was rock-hard and twitching excitedly in her grip.

"... because I'm still hungry for it."

She flicked the tip of her tongue out against the tip of his tool, lashing it luxuriantly against him and causing Peter to squirm and gasp erotically. Her pussy was on fire from before, not having quite reached orgasm, and she wanted him to be out of his mind for it when she mounted him in a few moments. In the mean time, she had a pretty good idea of how to get him even hornier.

Squeezing his shaft even tighter in her hand, she smirked devilishly and winked at him, opening her mouth and lowering her head back onto his cock. They both groaned in unison as Jessica began a slow, thorough blowjob on her new favorite Spider. She couldn't believe how good his smooth, strong dick tasted, and Peter couldn't believe how mind-blowingly awesome her fellatio felt. After only a few moments of this, he was rock-hard and sensitive as ever in her marvelous mouth and talented tongue.

Laughing softly, Jessica pulled up from her oral efforts, her victorious smile and the deviant twinkle in her eyes causing Peter's heart to flutter as she moved herself back on top of him. She kissed him hard, catching his lower lip in her teeth and sucking on it as she impaled herself fully on his primed pole. She didn't release it before starting to fuck him, slowly at first, but then quickly building to a frenzied coitus, causing him to whimper helplessly beneath her.

"Yes," she murmured lengthily, finally breaking the kiss and propping herself up above him. She was naughtily beautiful, her big tits bouncing inches from his face, her sexually-charged smile lighting her features as she ran a hand through her long, black hair. "Yes, that's a good slave. You're gonna cum for me real soon, aren't you?"

"Uh-huh!" Peter replied, tremulously.

It was true. He wasn't far from yet another climax already.

"You're gonna fill this pussy with more of that hot, creamy load, aren't you?"

"Oh, fuck ye-"

He was cut off by a sudden hand on his throat, as Jessica squeezed his airway again, cutting off his breath and eliciting a surprised gasp. Her smile was erotic, but slightly strange, as her teeth were grit tensely behind her smirk as she rode him faster and harder than ever before.

"Then give it to me," she said through short, almost choppy breaths. "Give it to me. Right now. I want it right now, Peter. Give it to me, right now. Shoot that big load and fill me with your cum. Come on, big boy. Give your Jessica what she wants. Now!"

Peter's world was spinning. He couldn't tell if it was the shock of Jessica's deliciously urgent, naughty words, the slightly scary feeling of her hand squeezing his throat, or the sheer euphoria of how good her pussy felt enveloping his turgid cock, but the gurgling whimper that escaped him came from the base of his stomach as he rolled his eyes back helplessly. The raven-haired temptress was using her statuesque body and dirty mind to throttle him mercilessly for his seed, and she would have it; his body was unable to hold another load back from her, even if he'd wanted to.

"Oh yes," Jessica murmured, sensing Peter's body tensing as he prepare to ram his hips up against hers for the final delivery. ""Give it to me, Spider-Man. Give it to your Spider-Woman! Yes! Oh, FUCK! YES! OH GOD! AH! AH YESSSSS!"

She could feel him spurting his fluid into her, and the thrill of coaxing Peter's honey from inside him shot a surge of pleasure through her body. She threw her arms around his neck and kissed him hard, going wild against his body as she continued pistoning herself against him. Her thighs and in between shook and quivered violently, but she had no intention of showing anything less than total control over the man who was giving her such pleasure as they came together on Carol's bed. Gripping him tightly and ramming her hips hard against him, she again bit Peter's bottom lip, sucking on it hard until she was convinced he'd given up all the cum she could extract from him.

When she finally rose up off of him, Jessica could see that Peter was breathing hard, a look of pure contentment on his face, mixed with the exhaustion of their recent exertions. Smiling down on him, she ran her hands over her tits, biting her lower lip teasingly. Peter, for the moment at least, seemed too relaxed to be immediately turned on by it, simply nodding and smiling back up at her happily.

"So, how are you doing down there?" Jessica asked.

"Oh, I'm doing great," Peter replied. "Why wouldn't I be?"

Jessica shrugged. "Just making sure I'm not wearing you down past your limits or making you terribly uncomfortable," she said.

After all, she mused silently, I wouldn't want you to get so uncomfortable you couldn't perform and do all these dirty, naughty, magical things to me.

"Trust me," Peter said, "you're not making me uncomfortable. I've already been run past that barrier by someone else recently, and I was still able to perform. To painful effect, but also effective… err… effect."

Oh, really? The thought of another woman pushing Peter so far past his comfort barrier that he was no more than a whimpering, quivering, cum-dispensing slave was actually quite erotic to Jessica. She considered how she might go about doing it, then just figured she'd "pump" him for information.

"Want to talk about it?" she asked, lying softly back down on top of him, never breaking the lusty connection of their prior intercourse. "Who ran you past that barrier, so to speak?"

Peter thought back to last night, and the marathon of sex Pretty Persuasions had put him through, all on camera, and felt himself blushing in shame. It had been a delicious, exhausting, arousing, frightening, decadent, painful experience, with the insanely gorgeous and maddening dominatrix taking full sexual advantage of him and never letting up until it no longer made a difference. By the time their encounter had finished, he both dreaded and treasured the thought of seeing her again. And like all his conquests, she'd gotten his phone number, promising to use it again, soon.

"A very… bad girl," Peter said, after a moment. "I'd actually rather not talk about it, if you don't mind."

"Wow, what did she do to you?" Jessica inquired, her insides already starting to warm and tingle. She could also feel him starting to re-harden inside her. Whatever he was thinking about, it was making him uncomfortable and horny.

She had to know.

"Uh… it's…" Peter stammered, continuing to harden inside Jessica as he thought about how thoroughly Pretty Persuasions had dominated and humiliated him. "It's really something I don't want to talk about right now, Jessica. Please."

But Jessica was on a mission now, and the growing, throbbing cock re-hardening inside her was making her both horny and demanding. Squeezing the muscles of her cunt, constricting its tight embrace of Peter's tool, she leaned forward, smiling deviantly down on him. Peter responded as she'd expected, whimpering and writhing luxuriantly at the sudden burst of pleasure her actions brought him. He started thrusting up into her, and Jessica grinded slowly against him, gratified at his actions.

"Spill, Peter," she cooed, dangling her stacked boobs mere centimeters from his mouth. "You don't get a choice. Tell your Jessica who made you so terribly uncomfortable while she ravaged your body."

She could see the struggle playing out on his face, and it nearly made her laugh. There he was, being flooded with pleasure as she fucked him, clearly wanting to lift his head and tease her tits with his mouth and tongue-yet trying, despite everything, to keep the information away from her. He must have really not wanted to talk about this, because he was having some success in turning his face away from her.

Well, there was more than one way to wear him down.

"I don't think so," she murmured, grabbing his head and turning it forcefully to face front and shoving her chest forward. Soon he was tonguing and nibbling the smooth warm skin of her mammaries, unable to resist their charms. Jessica pulled his head into them, delighting at how adept he was at pleasuring them with his mouth and tongue. "You're going to tell me, Peter."

Smiling deviously and continuing to fuck his captive body, she squeezed, constricting Peter's face hard against the skin of his chest, immediately starting to suffocate him.

Peter, due to the bondage, was unable to move, and barely able to make a sound, but the effect was immediate and stark. Jessica heard the muffled gasps and moans of fright, as well as the tensing of Peter's body as he instinctively tried to get away. Since he was unable to do so, he ended up writhing and bucking, desperate to escape the situation. The effect was harder thrusts up into Jessica, making her moan with lusty gratification.

It was for no less than a half minute that Jessica held him like this, whispering softly into his ear while they continued fucking.

"You don't want to displease your mistress, after all, do you?" she cooed, her breath hot on his skin as he struggled to breathe, or even maneuver his head. "No, you don't. You're gonna tell me who broke you, and how, so I can do the same thing, or we're gonna find out just how long you can hold your breath. And while I'm sure superhuman endurance is part of your power set, not needing to breathe probably isn't. Am I right, baby?"

Peter gasped desperately for air as she released him, his head falling back on to the mattress, his eyes wide with fear and shock. Jessica, continuing to ride and milk his rock-solid shaft, lowered her head to his to take a kiss from her new sex slave, and she could tell that despite everything, he was getting closer and closer to release yet again.

"Now," she breathed, lusciously into his ear. "Tell me all about her."

Peter was near tears. Despite everything, he was more turned on than ever, and he knew Jessica knew it. He liked being taken, and punished, and treated like a piece of meat. He felt strangely liberated by it, as if by being this way for his women, he was helping them fulfill their secret fantasies. It hurt, and it demeaned and dehumanized him down to the level of living jizz dispenser, but it was nevertheless thrilling and a huge turn-on to him.

Which made his shame over the whole thing even worse.

Still, Spider-Woman was fucking him expertly, and her pussy felt amazing as it slid up and down against his throbbing cock. He couldn't move, he couldn't resist her, and she was beautiful and impossible to resist and he was seconds from shooting his seed into her yet again. She was going to wear him down, physically, emotionally, and any other way she could until she got what she wanted, right?

So, as he pleasurefully popped another urgent load into Jessica's enticing snatch, he nodded, and started to tell her all about Pretty Persuasions.

Peter knocked on the door of Betty Brant's apartment, more than a little apprehensive about what he'd find on the other side of the door. He was about half an hour late for the dinner date Betty had mandated for him via text earlier, and he remembered enough about their ages-past relationship to know that she didn't care to be kept waiting, ever. Her niece Lauren, on the other hand, he had no idea about how she'd respond, and she was undoubtedly waiting there with her. He could only hope the two lovely ladies would take his tardiness in stride.

The door opened, and Lauren's fetching form, smoldering smile and knowing, bespectacled green eyes greeted him with a lascivious lust. Her body was on eye-popping display in a spaghetti-strapped black negligee that was see-through at the chest, putting her tempting tits in plain view and causing the horny hero to feel himself hardening for her. The material below it barely reached down past her hips, exposing her sinfully smooth thighs to his gaze as well.

The enticing teen immediately grabbed him by the arm and pulled him inside, her smile an invitation of things to come for the night.

"Well hello there, Mr. Parker," she purred in her sexy alto. She pulled him down for a kiss, which he gladly returned for a few moments, before pulling him into the living room. "You're late, but Aunt Betty says that's not unusual with you, so I'll only hold it against you for a little while."

"Yeah, sorry about that, Lauren," Peter said to the 19-year-old. "Things have been a little, ahh… hectic for me, for the last couple of days."

"Mmm, I'm sure they have," Lauren replied, her lowered eyelids and easy smile mesmerizing him instantly. "And I'll bet I know why, Mr. Parker. It's because you've been fucking and getting fucked by other women ever since you left the Bugle, haven't you?"

That caught Peter by surprise. How would Lauren know anything about that?

"I mean, after the poundings you gave me and Aunt Betty yesterday," she continued, "I can see why you'd be irresistible to all the women around town. I'll bet when your wife MJ goes out of town, you've probably got a rotation of hot babes who want nothing more than to rub as much of that Parker luck off on themselves as they possibly can, right?"

Peter had to contain a laugh at that. It was quite possibly the first time he'd heard anyone use the term "Parker luck" as something that was desired. Still, he had to admit, Lauren's description of his sex life was disturbingly accurate, if only recently.

"It's, uh, looking that way," he said, easing himself into a corner of the sofa. Lauren sat next to him, immediately cuddling under his arm and planting a hand on his thigh. "Where's Betty at, anyway?"

"Oh, she's just getting ready for you," Lauren replied, rubbing his thigh. "She had plenty of time to put the finishing touches on dinner. That's why she's not too upset with you being late."

"Aah, well that's good," Peter said, acutely aware of how Lauren's touch was accelerating his already well-stoked libido. He knew she could clearly see the throbbing erection straining against his pants, and as he looked down at her, she tilted her head up at him, grinning evilly.

"I, on the other hand, would like to exact a price for your dalliance, good sir!"

Never breaking eye contact, the nubile young intern traced her fingers up his thigh to Peter's crotch, gripping his already throbbing erection tightly through his slacks. Peter groaned, throwing his head back as pleasure engulfed him. By the time he looked back down, the surprisingly strong seductress had unbuttoned, unzipped and pulled down his pants, and lowered her mouth delectably close to his manhood.

"Can you feel my breath on it, Mr. Parker?" she inquired in a near whisper. Another squeeze caused him to writhe, electrified, and Lauren used his movement to pull his underwear down his thighs, exposing him completely to her. She seized his twitching cock in a fierce grip, smiling up at him again through her glasses. "I can't wait to taste you again..."

"Aaah!" Peter moaned, involuntarily thrusting his hips up and out from the sofa as Lauren took him eagerly and immediately into her mouth. Even after the amount of sex he'd had today, he was still desperate for more, and the fine young intern fellating him was every bit as good at sucking cock as she'd been yesterday.

"God damn, you're good at this!" he whispered, as his dark-haired seductress bobbed slowly up and down on him.

"Oh, you have no idea, Mr. Parker," she said with a knowing smirk, slowly pumping his hard, spit-slicked rod as she looked up at him through her glasses. "But don't worry. I'll be happy to educate you…"

Peter's breath caught as Lauren went back to her intended task, his fingers gripping one armrest and the back of the sofa as he arched back against its confines. Lauren, who'd sprawled herself comfortably along the length of the couch, worked him over eagerly and quietly in her mouth, idly switching between massaging his cock with her tongue and jaw, pogoing him up and down on him repeatedly, and just sucking on him with as much pressure as she could. It all felt great to Peter, who wanted to groan loudly, but instead felt strangely induced to take the teen's ministrations in silence, his mouth hanging open while she fellated him expertly. One of her hands massaged his thigh slowly, while the other found the underside of one of his ass cheeks against the cushions and squeezed him urgently.

Soon unable to help himself, Peter could feel himself starting to thrust up into Lauren's face while she serviced him. The luscious young intern was so good at giving head, and he was so overwhelmed with pleasure, that it actually felt involuntary to make a short, upward pistoning motion with his hips. Her moan was one of quiet encouragement, and he moved one hand to massage her soft, long black hair as he began face-fucking her.

"Oh god, Lauren," he crooned softly, "you are so fucking amazing at this. How is it you're so good?"

Lauren smiled up at him, her green eyes seeming to twinkle through her glasses. "It runs in my family," she said, pumping his cock slowly with one hand as she winked erotically at him. "We're all really good at sex. Though I will admit, I've had my share of practice."

Her grip tightened, and she jerked him faster, causing Peter to writhe in surprised pleasure. "Now, Mr. Parker," she said tightly, quietly. "Here's the plan. You're mine tonight. You'll let me and Aunt Betty do all manner of things to you for a little while, but after you fuck my aunt into a little sex coma for the evening, you're gonna stay up and service me for the rest of the night. All night. Got it?"

Peter groaned in pathetic near-silence as the comely co-ed glared intensely up at him, stroking his cock furiously with no relent. He couldn't believe this. He wasn't used to someone so young ordering him around so easily. And her hand job was feeling unbelievably good right now…

"Yeah," he agreed, nodding vigorously. "I got it. Sex coma your aunt, then fuck you the rest of the night. I'll do it."

"Damn right you will, Mr. Parker!" she whispered, grinning victoriously and getting up off the couch. Before Peter could react, she straddled his lap, inserting himself up into her drooling snatch. "Now, here's your inducement!"

He'd already been close to release before Lauren had mounted him, but the feel of her young, strong, womanly body against him, the sensation of her tight, moist cunt wringing his cock was overwhelming. Now she was drafting him into an even naughtier situation involving keeping him from Betty, making things even more intense. He lasted perhaps half a dozen thrusts before the already building wave of pleasure finally washed over him, causing him to slam his hips into her with even more force as he climaxed, long and hard, into the nubile intern's inviting insides.

"That's it, Mr. Parker," Lauren crooned softly, her smile and glasses slightly askew as she writhed above him. "That's it, give it to me. Give all of it to me. You know I'm gonna get all of it. Yes… yes, I will."

"Oh, fuck, Lauren!" he whispered into her neck, then kissed it, wrapping his arms around her and pulling her close to him. Her pussy was the softest, sweetest touch against his turgid flesh, and it made him push as deeply into her as he could, his shaft as hard as he could ever recall as he erupted wave upon wave of his seed into the raven-haired teen above him. "Haaah! Aaaah!"

"Shhh," she responded, her green eyes half-closed behind her glasses, her perfect mouth curved up in a naughty smile as she continued to milk him with her cunt. "Be quiet, Mr. Parker. I don't want Aunt Betty to know I've already fucked you like a horny teenager. Just keep… giving… it to me…"

When she was certain he'd given her all he could, Lauren got up and off of Peter. "Re-dress yourself," she said, leering hungrily at him. "I'm gonna go let your old girlfriend know that you're here… and ready for her!"

And with a knowing grin and a sexy sway, the teenage temptress slinked slowly out of the living room. Peter lifted himself off the couch and began pulling his underwear and pants back up. He'd no sooner gotten his slacks buttoned when Lauren's voice caught his ear.

"Mr. Parker's here," he heard her say in her sing-song lilt, moments later. "And I think he's hungry… for you!"

And seconds later, Betty Brant was in the front room with him, looking gorgeous as ever and hot to trot, if the busty brunette's heavy breathing was any indication. Peter couldn't believe what she was wearing, and it made his breath catch in his throat. He didn't know the name for the garment, but it was light, and very see-through: he could see everything, from Betty's generously fleshed tits to her pretty pussy. A kind of lavendar color permeated it, and the thing ran from her shoulders to her ankles, loosely flowing around her body while prominently displaying it.

Peter tried to breathe a "Hello," or "Hi," her way, but instead only managed a couple of huffing exhalations as he drank in Betty's eveningwear. She smiled and winked, beckoning him to her with one hand.

"Good response," she said sultrily. "Now, come over here and show me some more."

Peter nodded, moving forward. When he got to Betty and took her in his arms, she immediately pulled his head down for a kiss, her tongue quickly invading his mouth and setting his heart rate spinning even more. She was almost completely covered in this-what was it? A nightgown? Tube dress? Whatever it was, it even covered her arms, ending at her wrists. The material was smooth and light, and as teasing to his touch as its blatant display of Betty's bodacious body.

When Betty broke the kiss, she took him by one hand and led him over to the couch. "Dinner will be ready soon," she said. "But since you're late, as always, I've decided you need to earn it."

She sat down on the couch, pulling him towards her and working at the button and zipper on his slacks eagerly. He half expected her to say something about having her way with him before Lauren could, or a remark about enjoying a tasty appetizer before the main course, but that was not the case. Instead, Betty quickly worked his pants loose and down, her deft hands and eager gaze betraying the laser-focus of her attention.

She wanted cock, specifically his cock-and she intended to get it, now.

Taking a firm grip on his erect rod, she smiled naughtily up at him, her eyes flashing purposefully, before leaning into him and lashing her tongue fiercely up and down his length, causing Peter to quiver and moan immediately. Moments later he was buried in her mouth, as his exquisite ex-girlfriend quickly and hungrily consumed him, his world spinning as she sucked, licked, and bobbed up and down on him with an expertise and sweetness that brought him almost immediately to the edge of climax for the second time of the evening. He whimpered faintly at how good she was making him feel, and Betty, sensing that he was close, slowed down, briefly stopping the blowjob.

"Not so fast there, hot stuff," she purred, getting off the couch and kneeling in front of him so she could get more comfortable. "I may want two servings before dinner, but that doesn't mean I want you cumming too quickly!"

Peter couldn't believe this. Betty was on her knees in front of him, like she had been so many times before, her right hand gripping his cock firmly but making no movements as she smirked up at him. Her light purple garment was completely see-through, but obstructed any easy access he had to most of her body. He was desperate to cum again, but could feel the need subsiding as Betty held him at bay for a few moments.

"Good," she breathed approvingly. "I don't think I'm quite ready for my first serving just yet. Now, just relax, while I take my time with you…"

She leaned her head in again, fellating him this time at a more leisurely pace, though with no less enthusiasm than before. Peter threw his head back, moaning gratefully at Betty's ministrations. She had always been good at sex, particularly oral sex, always wearing him out and relaxing him after a night full of forbidden pleasure. As he reveled in the lusty memories and luxuriated in the current pleasure she was giving him, Peter slowly brought his head back to look down at the stunning brunette as she serviced him.

He instead ended up looking at Lauren, who was standing behind the couch and eagerly observing the display while rubbing her clit with one hand. They locked eyes, and the luscious, bespectacled teen smiled silently at him, winking and licking her lips at him as she slowly pulled her hand away from her self-pleasure, raising her fingers to her mouth and sucking on them erotically. Between the lascivious display from the negligee-clad nymph and the marvelous sensation of Betty's blowjob, Peter could feel himself rising to orgasm very quickly.

But then Lauren stopped what she was doing, staring very purposefully at Peter, then looked down at Betty. Bringing her gaze up to him, she slowly smiled, then pointed at her aunt. Gripping one hand against her own jaw, just above her throat, and the other against the back of her head, she opened her mouth, pantomiming a woman giving a blowjob.

"Oh, god," Peter moaned, as Betty continued fellating him wonderfully. He was confused. What the hell was Lauren trying to tell him?

Taking her hands off her head, the teen temptress pointed again at Betty, then placed her hands in front of her nether section, in approximately the same positions she'd shown him a moment ago. Then she started thrusting her hips against them, almost as if she were a man, fucking into it…

Peter's jaw dropped. Was Lauren seriously suggesting he grab Betty's head and fuck her face while she was giving him head?

The thought both horrified and further aroused him.

Lauren was now nodding, wide-eyed, as she pointed again at Betty. Silently, she mouthed, "She likes it!" to him.

Peter wasn't so sure. He had never done anything like that to Betty in the time they'd been dating. He could feel his brow furrowing as he looked in disbelief at Lauren.

Lauren's eyes flashed with annoyance behind her glasses. Casting a baleful glare his way, she pointed at her aunt and mouthed, "DO IT!" to Peter.

Even without the sound, the command was easily felt, and Peter felt himself grabbing a surprised Betty's jaw and scalp in short order. It took him a few seconds to secure her, during which time Betty offered no resistance; she even groaned approvingly and gripped his asscheeks in anticipation. Confident that he wasn't offending her, Peter began thrusting.

It felt amazing. Betty's mouth and throat were warm and slick and tight against his cock already, but being able to push and pull against them in this way was gratifying in a way he'd never felt before. He could already feel a climax coming on. Looking up at Lauren, he could see the teen grinning and flashing him a thumbs-up as she brought her other hand down to resume pleasuring herself.

"Oh, fuck, Betty!" he groaned, moments away from release. "I'm cumming!"

"Mmm-hmm," Betty hummed repeatedly, digging her nails into Peter's asscheeks. This induced Peter to thrust even harder and deeper into her mouth, and a surge of pleasure tore through him as he felt his cock shooting wave upon wave of his essence down his former ex-girlfriend's slutty throat. Never having had sex quite this way before, and turned on by how deviant and naughty it was, Peter could feel his climax lasting quite a bit longer than usual, as he seemed to spurt even longer and more ropes of cum into Betty, gripping her tightly in place.

"Aaaahhhh!" he breathed, uncontrollably pistoning his hips back and forth into Betty's face. Below, he could hear her gagging and gurgling, but she still held onto him fiercely, determined to swallow everything. A small eternity later, he finally released her face, and a grinning, teary-eyed Betty looked up at him, breathing heavily and coughing a little bit as she stood up.

"Oh, that was awesome, baby!" she enthused, moving in to kiss him, hard. "I've wanted you to grab my head and face-fuck me like the little slut I am for years!"

"You have?" Peter asked, but Betty seemed not to hear him.

"Now," she purred, sitting back against the couch, still unaware of Lauren directly behind her, "what say you give my pussy what you just gave my head, before Lauren comes out here and starts competing for your… attention?"

Peter nodded, already starting to harden up at Betty's fine, statuesque form and Lauren's encouraging nods as she continue to masturbate behind her aunt. Smiling, Betty turned and laid down across the couch, pulling her garment up above her waist to expose her legs and nether section, her eyes never leaving Peter.

"Yes," she crooned as he approached her. "That's it, baby. Come and get the prize you've been wanting for years. Right, Peter?"

"Oh, yes," Peter moaned, lowering himself onto Betty, moments away from pushing into her. He couldn't see Lauren right now, but he knew she was watching intently. Reaching down and feeling the soft skin of Betty's legs drove him even wilder with lust, and he grabbed the garment and lifted it further over Betty, pulling it entirely off of her body and exposing the busty brunette completely to him. Tossing it away, he mounted her, getting on top of and into her with a remarkable quickness and ease that led to them both groaning as they made their lusty connection. "Oh, I've missed this pussy."

He kissed her, long and passionately, thrusting his hips long and hard against her, and they both continued to make joyful noises in each other's embrace. Soon he broke the kiss, moving gradually down Betty's neck, down past her collar, and licked his tongue out against her well-fleshed chest, gripping and squeezing and sucking her bodacious tits as he continued to pummel her pussy with a zeal he rarely remembered having. Her nails dug into his back and neck as Betty clamped him as tightly against her as she could manage.

"Ooh, I know you have, stud," she whispered sultrily. "I know you've wanted this, ever since we broke up, right? You couldn't ever forget this tight, hot pussy, could you? Could you? You even imagined your wife was me in order to get off a few times, didn't you, baby?"

That caught Peter's attention. How the hell could Betty have possibly known about that? He'd never told anyone about it!

"Didn't you?" Betty inquired, continuing to grapple his head to her marvelous c-cups and thrusting her own hips up against his while he continued to fuck her. "Tell me you did that, Peter. Tell me I fuck your big, thick, delicious cock with my hot, nasty pussy better than your buxom, big-titted, bimbo of a wife ever could!"

He was getting closer to blowing his load by the second. Betty's dirty talk was really turning him on, as was the tightness of her grip and the heavenly feel of her body against his. He nodded, unwilling to stop sucking Betty's tits, even as his breathing started to flutter.

"Mmm-hmm!" he moaned.

"Say it!" she commanded. "Say it right now! Am I better than your wife at fucking? Am I, Peter? Am I?!"

"AAAHHH, YESSSS!" Peter shouted, the answer shooting from his body as he tensed and thrust long and hard into Betty, his own seed shooting into her body with the same power. Betty shouted a happy groan of her own, as the receipt of Peter's seed triggered her own orgasm, shaking legs and all. For a long, luxuriant moment, the two lovers were all loud moans and tight grips, each trying to pull the other as close to them as possible while their climaxes overtook them pleasurefully.

When it was all done, they lay there for a while, sweaty and warm and soft and breathing quite heavily.

"OhfuckyesBetty!" he heaved, unable to believe how good he still felt. "You'rewaybetterthanMJatfuckingme!"

Betty smiled and pulled him down for a kiss. "I know," she said, winking. "Brant women have always been really good at sex."

"Mmm-hmm," Lauren purred, startling Betty. "In fact, you might say we're well-versed in this sort of thing."

The toned, tempting teenager came around the couch, straddling Betty's head and looking lustfully at Peter. Lowering her eyes, she smirked knowingly at him, pushing the shoulder straps on her negligee to the side and letting the garment fall past her chest, exposing her mammary splendors to Peter's sight.

"You wanna see how we get so well-versed at sex?" she asked.

Lowering her hips, Peter's heart raced as he saw Betty smile and grip her niece's waist, pulling Lauren's pussy eagerly to her mouth. As her tongue touched Lauren's twat, he felt his jaw drop as he watched the incestuous, delectable display of Betty Brant eating out her niece, Lauren. Closing her eyes purposefully, Lauren turned to the side and groaned voluptuously.

He was instantly hard inside Betty again, and as he began thrusting, Lauren opened her eyes and grinned at him. Gripping his head, she pulled him to her, overwhelming his mouth with hers in a long, wet, wandering kiss that hinted at the teen seductress's plans for him that evening. Leering at him behind her glasses, she kept a forceful hold on his head, keeping his face right next to hers while she enjoyed her aunt's cunnilingus.

"That's how we're so good at pleasing men," she crooned. "We practice on each other, all the time, Mr. Parker. Does that make you hot? Knowing I get it on with my hot, horny aunt here all the time? Is it making you hot and hard and horny? Well, you better keep fucking my aunt with that big fucking cock of yours! Don't you dare fucking stop! You keep fucking, and fucking, and fucking, and fucking, and fucking her til it's my turn! And then you're gonna fuck, and fuck, and fuck, and fuck, and fuck me til it's her turn again! And we'll fuck each other, and we'll fuck you, as much as we want, until we've had you to our satisfaction. Which is gonna mean for the whole fucking night. Got it, boy toy?"

He had already started nodding his acquiescence, his eyes wide at Lauren's beauty and command as he pounded Betty's enticing pussy with renewed abandon. As she finished her little slut speech, he felt his will breaking again, and pleasure overwhelmed him as he felt yet another orgasm forcefully starting to overtake him. Trying to pull his head back, he was instead grappled into place, eyes locked on the bespectacled, raven-tressed temptress who was demanding his obedience.

"Yes, mistress!" he finally said, after several quavering breaths escaped him. He was already on the verge of release again; he would do anything; god, he wanted to fuck her so badly! "I'll do anything you want."

Lauren released his head from her grip, but didn't smile. She only glared at him harder, leaning back and propping herself back on the arm of the sofa, spreading her legs a little bit.

"Then help Aunt Betty eat me out. Now, slave."

Continuing to piston himself into Betty's heavenly snatch, he lowered himself and leaned forward, his mouth almost meeting Betty's as he ran the tip of his tongue over Lauren's clit. He could feel his heart thundering in his body, an electrifying thrill engulfing him as he tasted Lauren's womanly juices again. The fact that he was also fucking Betty, whose mouth was not even centimeters from his, licking, tonguing and nibbling the same pussy he was pleasuring, made things even hotter and more intense.

"Yesss…" Lauren murmured. "That's soo fucking good, Mr. Parker. Aunt Betty. You're both such good pussy eaters. Oh yes. Keep doing that. Ah. Ah. AH!"

She came, a rush of shivering, quavering pleasure pulsing over her, and her body rocked as she rode the intense orgasm that overtook her. Lauren's voice rose an octave or two, and she forcefully gripped Peter's scalp, pulling his face hard into her snatch as she lowered herself onto Betty's mouth. Helpless in the throes of her lust, the two older adults simply continued working their tongues over her tasty pussy while she fucked their faces at the same time.

"Oh, FUCK yes!" she said after she recovered some of her senses. "Oh, I fucking LOVE it! You two make an amazing team on my young, dirty twat! Right, Aunt Betty? Don't you think so, Mr. Parker?"

Both were grunting their agreement when Lauren spoke again.

"Why don't you two come for me?" she asked. "As in, right fucking now."

Continuing to face-fuck her older partners, Lauren leaned forward, placing one hand on Peter's lower back, and pushing him harder against Betty, egging him to fuck the beautiful, buxom brunette, harder and faster. And as a wave of adrenaline washed over him, Peter wasn't sure if it was Lauren's words or her motions, but he suddenly felt himself becoming desperate for release. He began pounding Betty's pussy even more urgently, even as Lauren forcefully continued to feed him her pussy.

"Oh, yes, baby!" Betty whimpered, one hand snaked around Lauren's thigh, the other gripping his ass tightly. "Yes, that's it. Fuck my pretty pussy. Fill me up with it, right fucking now!"

Peter grunted loudly, his senses on overdrive, as he fucked his ex-girlfriend while simultaneously eating out her teenaged niece. He was about to explode, and they were making the whole devious experience more intense by the second. He could feel his hands squeezing desperately, one pressed against one of Betty's lush breasts through the fabric of her gown, and the other gripping one of the cheeks of Lauren's pert, perfect ass beneath her negligee, as his thrusts and his breaths became harder and longer as he reached the point of release.

"Hhrrrmmmphh! HRRMMMMPHH!" he grunted, pleasure shooting through him as he gave up the cum Betty was eagerly milking from his cock. Lauren's pussy was still in his mouth, and he continued to whimper and moan incoherently while the horny teenager continued to make him service her, even as he fucked her aunt.

Both Brant women groaned approvingly as he came, with Lauren gleefully narrating while Betty started her own climax.

"Oh yeah, Mr. Parker, give it to her," she said, as Betty began to quiver and moan beneath them, her noises getting louder by the second. "Give my aunt all that hot, sticky spunk, just like a good little slut should. You're gonna make a great slut for us to fuck, Mr. Parker. Yes, you will…"

And as the buxom, bespectacled beauty spoke to him, Peter could feel Betty's body tightening all over, as her own wave of orgasm washed over her. Her moans spiked at a high pitched exhalation, and she shivered violently in his grasp, her entire body enjoying the sensations of their coitus. As she reached the apex of her pleasure, she pulled out from under Lauren, pulled Peter's face to hers, and kissed him passionately, their tongues dancing and grappling as both shivered in each other's grasp.

"Oh my god," Betty breathed, as Lauren rose up off of her. "Oh my god. That was awesome."

"Oh, yes," Peter agreed. "Definitely one of our best times together."

Lauren giggled softly at the two of them. "I'll bet that's saying something," she mused, making her way to the dining room. "But what say we talk about that over dinner? We wouldn't want it to get cold, after all."

Breathing heavily and happily in their afterglow, Peter and Betty nodded. Food actually sounded really good right now.

Dinner, it turned out, was actually a rather low-key affair. Everyone cleaned up-Peter, being a gentleman, allowed Betty and Lauren to use the bathroom first-and, once all were redressed and relatively un-mussed by their previous exertions, sat down to a very nicely prepared chicken marsala with wild rice and steamed broccoli. Merlot was the accompanying drink, which took a little getting used to for Peter; he rarely drank at all, much less heavy red wines.

Still, once he'd gotten over the taste and had a few gulps, the beverage was pleasantly warm going down, and he could feel his head gradually starting to swim, making their dinner conversation even more entertaining than it was already proving to be. Betty and Lauren were already sexy, scantily clad, and flirty, but they were also witty, well-spoken, and eager to see how Peter responded to the alcohol.

"So, just how many times can you perform in a day, Mr. Parker?" Lauren asked, one eyebrow arched quizzically behind her specs. She looked like a geek's wet dream, with her statuesque figure, glasses, and long black hair.

"Dozens," Peter replied easily, nodding slowly. "It's like… I almost don't have a refractory period anymore. I mean, I've been fucked by half a dozen women since we three got it on yesterday, and they've each had me at least twice before letting me go. And it's been easy for me to give them sex, no matter how many times they've made me come."

"Why?" Betty inquired, her lush, lovely body still completely viewable beneath her see-through gown. "Not that I'm complaining."

"I… don't know," Peter said, not wanting to go into the specifics with Betty. After all this time, she still didn't know he was Spider-Man, and he wasn't sure how he'd avoid divulging that information if he told her about Calypso's sex curse. "It's very recent, though. Almost like someone put a spell on me."

Betty smiled, her eyes flashing eagerly as she nodded. "Good work," she said.

"I'll say!" Lauren quipped, licking her lips lasciviously. "Whoever magicked that mojo on you must have really wanted you fucking non-stop."

"Good problem to have, all things considered," Betty said.

"We should do something about it," Lauren put in. "Shouldn't we, Mr. Parker?"

Peter nodded again, his head swimming from the wine. He didn't know how many times Lauren and Betty had refilled his glass, but he'd kept drinking at their behest, and now they were all giggly and uninhibited. He could feel his cock rising to attention as the conversation drifted back to the topic of getting laid.

He didn't exactly remember how, but he soon ended up naked, on Betty's bed, his arms and legs bound tightly to each of the corners of the bed, presumably by Lauren, while Betty rode him with zealous abandon, her see-through gown still draped over her luscious body. She licked and bit his ears and neck, the intensity causing Peter to pound hard up into her heavenly pussy every time. Every time he started to slow down or relax his enslaved coitus, Betty would start in on his vulnerable upper body again, eliciting another such response, forcing him to fuck her when she wasn't bouncing hard on his rod.

He came, hard, as Betty coaxed and milked his seed from his loins with her expert pussy, whispering steamy things into his ears and telling him how happy he was going to make her and Lauren-and how happy they were going to make him. Betty seemed to orgasm just as intensely, her body shaking in tandem with his as she gripped him tightly in the throes of their passion. After a mind-blowing climax, Betty laid on top of her captive ex-boyfriend, tracing her finger against his chest contentedly.

"I'll bet it's never like this with MJ," she smirked.

"I'll bet I can do something else Mr. Parker's wife doesn't do," Lauren remarked from the side. Peter turned to see that she'd been watching them the whole time.

She got up, sauntering sexily over to them, then seized Betty's face in her hands and kissed her aunt, deeply and slowly and passionately. Betty was pleased by this development, and returned the kiss easily, pulling the comely young woman into her as they made out on top of Peter. Still inside Betty, his cock twitched, sensing more opportunity for release.

"Oh, fuck," he breathed. "That is so hot."

"Oh, you have no idea, Mr. Parker," Lauren replied, once they broke the kiss. Pulling at Betty, she got her to get off of Peter and off the bed. "Now. Stand up and look at Mr. Parker, Aunt Betty."

As Betty backed up to look down at Peter, naked, disheveled, and tied to her bed, she could feel Lauren behind her, her smooth, strong arms snaking around her waist and her hands reaching up to cup her sensitive breasts. A thrill went through her as her niece breathed hotly on her neck, then followed it up with a whisper.

"Doesn't Mr. Parker look good like that?" she murmured, pulling Betty's gown off over her head entirely, so that she was completely nude. "All fucked, and helpless, and ready for more? Isn't it sexy that you did that to him?"

Betty nodded, her breathing picking up. Lauren's hands were squeezing her tits from behind, and the sight of Peter, sweating and heaving and sporting another throbbing erection already were really starting to recharge her need for more sex. She started to take a step towards him, but was stopped by Lauren's hands and arms squeezing her sensuously.

"You don't get to fuck him right now," Lauren whispered into her ear. "At least, not yet…"

Positioning herself between Betty and the bed to which Peter was bound, Lauren knelt in front of their captive, facing her aunt. From Betty's perspective she could see Peter's beautiful erection directly behind her niece's head, and her heart began to flutter. There would be just enough room for Lauren to eat her out while Betty got to...

"Suck his dick," Lauren commanded dirtily. "Do it from here, so I can get some more of that tasty snatch of yours!"

Betty nodded, moving forward into position. As she reached the bed, Lauren grabbed her by the hips with a smile, pulling her nether section to her outstretched tongue. She quivered mightily as her niece began pleasuring her, never failing to be amazed at how gifted she was at servicing her orally.

Almost immediately she began to shimmer and shake, Lauren's smooth, soft tongue working her pussy effortlessly into a pulsating well of pleasure. For a moment all she could do was stand there and take it, groaning luxuriantly at the feel of Lauren's skills on her body, the snake of her arms around her waist, holding her into place. Them she opened her eyes to see the breathtaking sight of Peter, bound, naked and twitching hungrily in front of her.

He was helpless. She was hungry.

She leaned over him, grabbing his cock eagerly. He writhed and groaned as she gripped him, then whimpered gratefully as she dove on his shaft with her mouth and tongue. Betty's warm, wet mouth was heavenly to him, and he couldn't help singing the praises of the two women pleasuring him.

"Ah!" he yelped, trapped and bound for their intense pleasure. "Ohhh, my god! You two are so fucking sexy! I don't know how I got so lucky, but you ladies can fuck me anytime you want!"

Neither responded verbally, but the sudden intensification of Betty's efforts suggested that she liked what she'd just heard. Peter writhed, thrusting slightly into her mouth as his heart skipped a beat at how good she felt against him. She was trying to get him to come, to give her more of his jizz.

She was about to succeed.

The sudden pressure of Betty's sucking increased to an almost painful degree, and Peter could do nothing but yell out in pleasure-pain and struggle helplessly in his bonds as his former ex-girlfriend rocked his dick with her mouth. She was grunting and groaning herself, as Lauren continued mauling her pussy expertly with her sweet, magical mouth, but more than anything, was determined to make Peter give her more of his seed, as quickly as possible. Teasing the tip of his rod repeatedly with her tongue while she sucked, she could tell he would soon reward her.

And reward her he did. The build was delicious, with Peter's groans and yells swelling to a crescendo that clearly advertised her impending victory. He writhed even harder and longer as he tried vainly to thrust even more into her mouth, even as she gripped him and held him down to demonstrate her superiority. And, with a near-cry of pleasure and anguish, Peter popped a large load of his tasty treat, load after loading gushing into her eager mouth as she felt her legs starting to shake and quiver from Lauren's efforts.

She knew not to swallow all of it. Her niece would want some. And Peter would want to see her give it to her.

And she retained a sizeable mouthful, even as Lauren brought her to her knees with a spectacular orgasm. The jewel between her legs exploded pleasurably at the touch of Lauren's tongue, and soon she found herself on her knees, clutching her niece passionately as they kissed long and hard. Lauren moaned approvingly, and pulled back with a smile.

"Saved me a little, didn't you?" she crooned. "Good job."

They stood up, and moved to Peter's side. After making sure he was done experiencing afterglow, they winked at him and started making out with each other. As they swapped spit, Peter saw that they were going out of their way to make sure he saw they were sharing his cum.

It had the intended effect.

"Oh my god," he said, his heart rate picking up and his cock rising yet again at the display. He could never get over how dirty and sexy and deviant that was. "Oh fuck, that is so hot!"

"We're glad you think so," Lauren said, pushing her glasses up on her face as she gripped his hardening tool. "Because we love fucking your brains out! Right, Aunt Betty?"

"Mm-hmm!" Betty agreed, feeling herself up leisurely. "Though, I will say, I should probably sleep soon! That whole 'work' thing tomorrow, you know."

Lauren grinned wickedly at her. "You should, but you won't," she said. "Not until I've watched you force Mr. Parker here to fill your ass with another helping of his joy juice!"

Betty's jaw dropped for a moment, then her lips curved into an approving smile. "Well, gee," she sighed, effusively. "Since you put it that way. If I absolutely have to…"

Turning to Peter, she started tracing a finger along his chest. "What do you say, Peter?" she asked, her voice soft and seductive. "You think you can handle sticking it in my ass? Would you mind me fucking you the same way Lauren fucked you yesterday, at the Bugle?"

Peter, already hot to trot in Lauren's hand, laughed. "Well, it's not like I have a choice, right, ladies?"

The two women giggled, as Lauren released Peter's cock and Betty positioned herself on top of him, trapping his cock between their pelvises. Peter watched as Lauren ran her tongue all over Betty's plush, perfect ass, taking special care to push deep into the crack, lubricating the area with her saliva. He felt Betty writhe against him, and saw her facial expressions of pleasure up close, until the teenager was done servicing her, and Betty got up.

She straddled him, facing his feet, then rose up to position her ass just over his trapped erection. Leaning back, she braced herself with one arm over him, then used her other hand to maneuver him into position. Feeling the slickness of Lauren's spit as he almost immediately slid into Betty's anal cavity, Peter thrilled to the sensation of being back inside Betty's tight, steamy ass for the first time in years.

"Oh, yes!" Betty exclaimed, as Peter groaned excitedly at the feel of her insides gripping his yearning cock tightly. It was, as he'd suspected, a more intense connection, and as Betty began to pull herself up on him, Peter wondered just how long he'd last if she did anything but go incredibly slow. As she came back down on him, he could feel himself twitching and throbbing desperately in the purse of her lush posterior, and as she turned her head to look back down on him, he could feel his libido rising as she favored him with another wink.

"Ready to relive memory lane, stud?" she asked, then leaned herself forward, commencing to ride him in earnest.

Betty Brant had always had a nice ass. Peter had given her more than a few covert glances, before, during, and after they'd been together, whenever she'd walk away from him. The first time she'd fucked him with it, he'd come so hard and so fast that she'd had to work him up again-which she'd been happy and eager to do-so she could have her own orgasm. Now, they were back in the same situation as before: Peter, bound and helpless, as Betty churned and pogoed her perfect posterior mercilessly against his turgid cock.

"Oh, fuck!" he exclaimed, Betty's bubble-butt hypnotizing him as she bounced it against him, fucking him without any consideration other than pleasure. It slid and constricted perfectly, expanding and contracting beautifully with each up and down motion. "Oh, fuck, Betty! I've missed this ass soooo much!"

He wouldn't last much longer. Which was fine with Betty. She wanted his cum in her ass, plain and simple.

"Give it to me, Peter!" she oozed, loudly and teasingly, unceasing in her motions, not even bothering to turn around. "Give it all to me! Make me into a real woman with that big, thick cock! Give me all of your cum! All of it, in this ass, right fucking now!"

The command hit Peter in the loins, and he could feel himself hurtling inexorably to an orgasm, when he noticed Lauren getting into the mix by straddling his head. Before he knew it she was force-feeding him her twat, and the gorgeous view of Betty's ass as it worked him was replaced by darkness and the delicious tang of tight, teenage pussy. Soon Lauren was being just as merciless as her aunt, actively and viciously fucking his face with her cunt as hard and zealously as Betty was milking his cock with her ass.

His groans were loud but muffled indistinctly as the two women worked him over together. Betty had clenched her ass tightly against him, putting an incredible amount of friction on their intimate connection as she relentlessly throttled his cock inside her steamy anal canal. It felt amazingly good, but Peter was quickly becoming worn down by the all-out assault, and was starting to fear for a painful orgasm, even as the building wave of pleasure began to fire at the base of his loins.

Lauren, on the other hand, was completely immersing him in pain. His scalp was on fire from the cruel dual grip she'd made on the hair on the back of his head, and he could barely breathe because she was using that grip to pull his face tightly into her wet, musky snatch. She tasted wonderful, as always, but she was also essentially face-fucking him the way he'd face-fucked Betty, earlier, at Lauren's deviant behest. Aside from the pain of her pelvis threatening to break his nose with her repeated thrusting, he could also feel a distinct pain rising in his jaw, as his mouth signaled it was being put to too much work in his meager efforts to eat her out. It was, he was quick to recall, just like with Elektra last night.

Both women were making noises, though to be honest he could barely hear anything from between Lauren's strong, muscular legs, which were squeezing tightly against his ears as she continued face-fucking Peter. His orgasm was continuing to build as Betty bounced up and down enthusiastically against him with her ass, and his own grunts of pleasure-and pain-were virtually lost in Lauren's tasty pussy. Neither woman seemed to care about anything other than getting off, as they both fucked him with as much abandon and energy as ever.

Peter couldn't believe he was being tied down, effectively gagged, and raped by two women, at the same time, who were related to each other and who had an incestuous lesbian relationship. Oh, and one of them happened to be an ex-girlfriend of his.

As he reached the point of no return, his breathing and heart rate quickened, and a whimper escaped him, long and worn and ragged. Lauren laughed, and continued fucking his face mercilessly, as he shot, long and hard and exquisitely, into Betty's inviting ass. He thrusted urgently, unable to believe his heart hadn't exploded from the surge of pleasure and adrenaline that racked his body, as Betty made her own, particularly loud and exquisite sounds of pleasure against him.

"Oh, fuck, YEAH, PETER!" she drawled, leaning back, one of her hands pressing against his chest as she steadied herself. "OH, MY FUCKING GOD! AH! AAH! YEAH, THAT'S HOW YOU DO IT, BABY!"

Peter could feel Betty quaking against his lower body, even as Lauren continued to maul his face insistently with her pussy. When she finally did pull her nether section off of him, Peter was treated to the sight-if not necessarily the sensation-of Betty slowly pulling her ass off of his cock, her breathing heavy but contented, her expression one of utter satisfaction. She slowly lowered her face to his, as Lauren moved off to the side.

"You," she intoned, "are a magnificent jewel, Peter. I don't know why I ever split up with you, but I think we're going to take all the time in the world to correct that problem. Wouldn't you say?"

"Mm-hmm," Peter grunted, as she immediately planted her lips on his for a long, slow kiss.

When she broke it, she pulled back and grinned down on him. "I am tired, right now, though," she said. "And I need to be at the Bugle fairly early in the morning. So, I'll leave you and my lovely niece here to finish out our date."

Lauren, who Peter was just now noticing had ditched her negligee and was completely nude, moved into Betty. They embraced, and then kissed, slowly and with plenty of tongue, again stoking Peter's desire with the lusty, sapphic display of incest. When they parted, Betty turned and sauntered off into the hallway, favoring them with one last wink.

"Don't be too loud, kids," she purred. "But then again, don't be too boring, either."

She closed the door behind her, and suddenly Peter was alone with Lauren.

As the horny, bespectacled teenager smirked victoriously down at him, Peter could see she was intent on continuing right where Betty had left off. With her tight, statuesque body, long black hair, and youthful beauty, he wouldn't be able to resist her, no matter how tired he was. She grabbed his cock and squeezed, easily eliciting another writhe and groan from Peter.

"Aah!" he murmured. Then, realizing they were still in her bed, he couldn't help but ask, "But where is she going to sleep?"

Lauren slowly began pumping his cock with her hand, her grin unfettered by the question. "On the couch, Mr. Parker," she crooned. "You know, the one we fucked your brains out on a couple hours ago?"

"Oh, yeah, that-aaah!"

Lauren had dipped her head down on him and started fellating him, which Peter couldn't believe, given that Betty's ass had just been rubbing all over it. He couldn't imagine how it tasted, and wasn't completely sure he wanted to know, but the fact that Lauren was doing it was making him even hornier than this situation was already making him. He couldn't help but wonder if she'd done things like that with Betty before.

"Oh, I still can't believe you're Betty's niece," Peter breathed helplessly beneath the young seductress who was sucking luxuriantly on his cock. "I hadn't even been aware you existed until yesterday. How is that even possible?"

Lauren laughed above him as she pulled him out of her mouth. "Oh, that's a simple one, Mr. Parker," she said, leveling one of her trademark smirks at him as she pushed her glasses up on her nose. "You see, I'm actually not Betty Brant's niece at all."

And before confusion could set in, before Peter react to, or even adequately comprehend what Lauren had just told him, the young minx waved a hand in front of him, across his field of vision between the two of them, and by the time it was back at her side a new woman was in her place.

She was slightly shorter, and didn't wear glasses. Her hair was about waist-length, and a kind of strawberry-blonde, and her eyes were no longer green, but a deep blue that still belied Lauren's sly deviant nature. Her body, however, was the biggest change. She was no longer a hot teen, but a vision of womanhood. Her curves, while already firm and round, were now simply eye-popping. She was amply endowed, with a voluptuous chest and a waist-to-hips ratio that suggested she had a lush, lust-inducing ass behind her. As she smiled down at her captive, Peter had the distinct feeling he was in the presence of a master manipulator.

"I am Lorelei of Asgard," she said, advancing on him, "and I am in part responsible for your present predicament."

And Peter, shocked at the new development as he was turned on by it, could think of nothing to say as the buxom, bodacious beauty began to mount him.

"I imagine you have questions, Peter Benjamin Parker. At present, I care not in the slightest."

That was all the gorgeous woman, this Lorelei of Asgard, said to him before she put him inside her and began fucking him. Her lips pressed against his for the sweetest of kisses he'd ever experienced, as he marveled at the velvety feel of her womanly cunt squeezing and pumping urgently against his yearning, throbbing cock. Even the feel of her voluminous tits against his chest was electrifying-he couldn't wait to put those in his mouth, among other things.

As if sensing his thoughts, Lorelei released the kiss, pulled herself up slightly, and without breaking her coitus in the slightest, grappled his face tightly to her soft, marvelous splendors, practically force-feeding him her chest.

"Enjoy the breasts of a goddess, my love," she crooned, continuing to fuck him without relent. "They are yours for the feasting, so that I may obtain that which you harbor in your loins."

Peter could only groan and suck the marvelous mammaries that were being pushed into his face, his mind reeling as he felt another intense orgasm building. Lorelei made joyful noises as she worked him over, continuing to ride him, her eager snatch throttling his cock mercilessly. In moments she would be getting exactly what she said she wanted from him.

"Aye, mortal," she murmured. "Give me your fluids of passion. Pump them into the body that makes you feel such pleasure…"

And Peter, tied down and helpless as this Asgardian beauty fucked him raw, had no choice. He gave her exactly what she wanted. He cried out in passion as the orgasm came, rocking his entire body and causing a full-on shaking as he erupted what felt like several tablespoons of his man-seed into Lorelei's enticing, delicious body. The goddess climaxed next, her body quivering and writhing as she received the thing she had sought from him.

He did it again, nearly ten minutes later, as she immediately dismounted him and began fellating him. She said nothing, didn't wait for him to recharge. She simply went down on him, slowly stoking him back up to readiness, occasionally groaning as she made him groan with her mouth, indifferent to his wants and needs. And when he came again, toes curling violently as he emptied another load into her mouth, she smiled, looking distinctly satisfied as she rose off of him.

"Aye, methinks you shall make a worthy man-slave," she purred, settling herself next to him. "You certainly satisfied this goddess, a feat of which very few can boast, none of whom are mortal."

Peter only comprehended part of this, as he was still catching his breath from the thunderous orgasms that Lorelei had delivered unto him just now. "Uh… thanks?" he said uncertainly.

"You are welcome," she replied, resting on top of his naked body. "Though I daresay I should be thanking you. I have not felt so... gratified, in quite some time. You've taken to your slavery very nicely."

"Slavery?" Peter asked, a growing discomfiture starting to take root in him even as he gazed in awe up at the gorgeous woman above him. "Are you saying I'm under some kind of sex slavery spell?"

Lorelei giggled softly, shaking her head. "Hardly," she said. "You've been accorded a great privilege, actually. You have been chosen as one of the living embodiments of sensual pleasure."

"And that means, what, exactly?"

Lorelei slowly began tracing a finger along Peter's deltoid, her gaze hypnotic and enticing. "It means, you will live to copulate with women. All women. And they will live to copulate with you. Ad infinitum."

Peter nodded, thinking it over. "Ad infinitum? You mean, forever? Are you saying I'll live forever?"

"Yes, I am," Lorelei replied, her fingers wandering up Peter's arm to his tricep. He was still tied down, so every part of him was on display and hers to touch. "In embodying the pleasures of the flesh, you've been imbued with the life-giving essence of its owner. It will sustain and rejuvenate you infinitely."

"And its owner would be…?"

"We don't know her true name," Lorelei said. "They are older than Asgard, older than time itself. Tell me though, Peter Benjamin Parker-have you ever heard of a thing called the Infinity Gauntlet?"

The mere mention of that artifact caused a cold chill to run through Peter's body, even through the soft, perfect warmth of Lorelei's fine form pressed against his. He remembered the Infinity Gauntlet, and the hell it had wrought in the hands of the mad titan Thanos, all too well. It had contained six gems, each of which gave its owner control over a particular influence: time, space, power, some other ones he couldn't remember. Thanos had assembled all of them to form the Infinity Gauntlet, and used its infinite power to instantly kill off half the universe.

MJ had been one of the casualties.

Peter, as Spider-Man, had teamed with the rest of Earth's heroes, and several galactic allies, to defeat him, but it had been a hard-fought, vicious effort from the get-go. He wasn't even quite sure how they'd won-all he remembered was that Nebula, Thanos's granddaughter, somehow got control of the Gauntlet, and reversed all of Thanos's actions, restoring MJ and the other lives Thanos had extinguished. It had been a harrowing experience all the way through.

"I have," he said, slowly, his eyes locking with Lorelei's. "And I won't help assemble it."

"Good," Lorelei said, an eyebrow cocked in amusement. "I have no interest in such a thing-at present, anyway. But if you know of the Infinity Gauntlet, then you know about the six Infinity Gems that adorn it. They represent planes of power for those who hold them: mind, soul, power, time, space, and reality."

Peter nodded. "Right. If you held the time gem, you controlled time, infinitely. I remember."

"What you may not realize, is that the powers represented by the gems are not the only powers that exist in infinity. There are other… softer, forces, such as lust, which was embodied in the being whose essence you now harbor. Thanks to her, you now possess her infinite lusts, and will be infinitely lusted after. It shapes itself according to your desires, but it cannot be halted or slowed. And as lust is a primal power entwined with the creation of life, you will both live forever and provide eternal life for those who take you as a lover."

The realization hit Peter like a shot. "That's why women all want my-"

Lorelei nodded, licking her lips enticingly. "Your fluids, yes," she purred. "They can't help this new instinct. It sustains and rejuvenates them, whether they know it or not."

Peter nodded slowly, absorbing this information as best he could. So, his sex life was going to be as supercharged as he'd wished it had been when he was a teenager-for the rest of his apparently immortal life. And Lorelei had said something about being at least partially responsible for it.

"How did you come to be involved in this?" he asked.

"We were approached by her in dreams."

"We?"

Lorelei smiled beautifully down at him as she pressed an insistent finger against his lips to silence her captive. "Don't interrupt, darling. I'm talking.

"She begged for help, and showed us great pleasure, a down payment for our part in selecting mortals to embody her essence and give her a means to access the physical realm. I had nothing but desire to help her once she… persuaded me, at considerable length. When I awoke, I had at first thought it a particularly delicious dream and nothing more. But then I saw the idol she left with me, and I knew she was real. It was the very same idol I bequeathed to your foe, Calypso, the one she had you light and burn after she seduced you away from your fidelity to your wife."

Peter remembered that night-just a couple days ago, unbelievably-and couldn't help feeling a mixture of shame and arousal. He hadn't wanted to cheat on MJ. He'd begged Calypso to stop, in fact, but once she'd taken him in her mouth-god, that was a hot memory. The sweet, intense pleasure she'd delivered upon his body with her mouth and pussy and the rest of her body had been nothing short of incredible.

"Yeah," he murmured, unable to resist noticing how his cock was stirring at the memory. "So, when I lit the candle, I became a vessel for this... Infinite Lust Lady?"

Lorelei noticed the hardening of his cock, and reached a hand below to grip it tightly, eliciting a long groan of pleasure from Peter as she continued. "More or less," she answered. "It was actually you breaking your faithfulness to your marriage, then lighting the candle, and then continuing to enjoy carnal knowledge of another woman. Once you obeyed Calypso's command for more sex, you sealed your fate for eternity."

Peter nodded, a slow-rising sense of loss and shame starting to well up in him. Lorelei, however, was quick to dispel it, pulling herself off of him and moving down between his legs, where she could intensify her grip on his captive cock.

"Before you rack yourself with guilt, remember that you were picked out for this, and we designed it so that you would have no choice but to submit. We learned who you were, gave that information to Calypso, and helped her use it against you in a manner you would be unable to resist. We waited until your wife was out of town to make a move against you."

And with that, she dipped her head down to his twitching tool, running her tongue slowly up and down the length of his shaft. Peter whimpered in pleasure, the sensations sweeter than anything he could remember, as the singularly striking and sexually superlative goddess coated him all over with her saliva. When she finally took him into her mouth and sucked and bobbed up and down on him, he knew once and for all she was taking advantage of what he now was to the world.

He was a cum spigot for the woman.

The realization was both shame-inducing and empowering, as Peter rationalized that the rest of his life would be shaped around that one, incontrovertible reality. He had been captured, and manipulated, and seduced into cheating on MJ, and as a result of that, he was now essentially an eternal slut. He would be sucked, fucked, and fornicated with, regardless of what he actually wanted to do with the rest of his life. He would be ruled by the women he fucked, and who fucked him.

The way Lorelei was ruling him right now.

"Don't feel too badly, Peter," she crooned, enveloping him into the smooth, lush crevice between her warm, soft tits and pumping his cock with them. "This is what you were meant for. You will know lust… and pleasure… and all things sexual… forever. To be perfectly honest, I rather think you should be thankful for this!"

Peter was too overwhelmed by the awesome sensations of Lorelei's bodacious rack servicing his yearning cock to respond. He wasn't sure what he would have said, but between the intense pleasure of Lorelei's amazing titty fucking, the realization that he was little more than a semen dispenser for the women of the world, and the honeyed tone of her words, he was already about to come for the goddess, yet again.

"Oh! Oh fuck! Lorelei!" he cried. "Oh, god-"

"Goddess." The command shot another thrill of guilty pleasure through him, and made him whimper even further.

"Ah! Oh, goddess, I'm gonNA CUM!"

All he could see was her smile, and all he could feel was the fully loaded canon between his legs as it fired, repeatedly and voluminously, onto the upper body of his mistress. Her eyes were hypnotic and inviting as she quietly urged him on approvingly, her low eyelids echoing her velvety commands to give her everything he could. As wave upon wave of pleasure racked his helpless body, he felt himself writhing and whimpering involuntarily as Lorelei continued to milk him with her sensationally ample rack.

By the time she pulled herself off of him, his pearly seed covered much of her upper chest, her neck, and some of the underside of her chin. Standing imperiously over him, she smiled down at her captive, squeezing her lush globes together seductively.

"Your life is about to become very complicated," she said, smirking as she used a finger to wipe his cum off her chin. After sensuously swabbing the fluid with her tongue, she continued, "There is but one way to simplify it, Peter Benjamin Parker.

"You must pleasure any woman who demands you."

Whether it was what Lorelei was saying, the seductive purr with which she said it, or the unadulterated bliss she expressed by swallowing his seed and rubbing it slowly into her chest, Peter couldn't tell. All he did know was that the overall combination of these things was already starting to make him hard for her again, and that Lorelei was smiling and nodding victoriously as she held herself over him.

"Take this moment," she said, slinking back onto the bed and straddling Peter's head between her creamy thighs. "I wish for nothing more than you to pleasure me with your mouth, your tongue. There is no choice in this for you, Peter. You will put your mouth to work for my benefit. You will lick the nectar from my flower, and you will endure however much loveplay I give you in this position. Is that not right?"

Peter nodded, even before she lowered herself onto his face, her steamy musk invaded his nostrils and intoxicated him with lust. He swept her warm, slick insides with his tongue as soon as proximity allowed, moaning hungrily as the taste of her pussy overwhelmed him with even more lust. As she settled further onto him, he felt a thrill surge through his entire body as he made out with Lorelei's nether section.

"Oh, yes," she breathed, quivering at the touch of his tongue, and enjoying her dominion over her new toy. "My man-slave is an eager one, isn't he?"

Peter couldn't hear her, as she was squeezing his head between her legs, covering his ears. He couldn't see that Lorelei was continuing to rub his cum all over her body as she enjoyed her man-slave's oral ministrations, as he customarily closed his eyes whenever he ate a woman out. His entire world was the feel of Lorelei's steam against his face, the taste of her labia, and the scent of her superlative womanhood as he tried hard to make her orgasm.

Lorelei seemed to have other ideas, though.

She didn't change positions. In fact, they stayed like that for a good long time, with Lorelei luxuriating from above in the amazing ministrations of Peter's talented tongue on her trickling snatch. When she had finally finished rubbing her slave's delicious seed into her skin, she looked down at him, smiling dirtily as she squeezed his head again with her thighs. She reached down with both hands, grabbed his hair at the sides, and pinned his head hard to the bed before taking over.

"Stick your tongue out, man-slave!" she commanded to a surprised Peter. "Keep it out, that I can pleasure myself with it!"

A surge of fear accompanied the twin lances of pain that surprised him as Lorelei had manhandled him, but as he realized what was happening, what she was commanding of him, Peter gasped eagerly. He couldn't help it anymore. He loved being used, and abused, and yes, even occasionally made to hurt, by his women, his mistresses.

And Lorelei of Asgard was definitely his mistress.

And as the thrusting commenced, as Lorelei proceeded to fuck his face from above, almost immediately he felt the cramp in his tongue as she pistoned mightily back and forth against it. He tried adjusting the angle of his tongue, mouth and jaw to minimize the pain, but it was considerable, and any adjustments were soon overrun by the length, vigor, and fullness of motion as Lorelei abandoned any concern for anything but her own pleasure. His cries of pain and humiliation were muffled and ignored as her pelvic bone crashed uncomfortably into his nose several times, and his jaw spiked sorely, his mouth hanging open while Lorelei rubbed her twat copiously over it.

"How does it feel, Peter?" she taunted erotically, all the while fucking his face the same way he'd face-fucked Betty earlier at her-Lauren's-behest. "To have your face violated, fucked, and worn past its limits? Does it feel painful? Humiliating? Delicious?"

Peter tried nodding, agreeing, anything to get Lorelei to ease her ramrodding of his face, but she was in complete control of him. Grappling his head tightly against her nether section with her hands, Lorelei laughed and grunted in strenuous joy as she grinded her womanhood into him, repeatedly crushing his face and tongue and jaw painfully. She was delicious, and merciless, and agonizing, setting Peter's world spinning in a way only Pretty Persuasions had matched recently. He was bound and effectively gagged, his pained yells stifled at the mouth by the nether section that was abusing him, that was forcing him to pleasure it so effectively.

As it wore on, he became too exhausted and demoralized to even cry out, even as Lorelei continued to use him as thoroughly as ever. Soon he was nearly silent, Lorelei continuing to fuck his face as if it were his cock, only emitting occasional, weak protests of pain as she pulled his hair especially hard or thrust her nethers too painfully into his face.

"Is it becoming clear, slave?" Lorelei crooned after a while, never ceasing her motions. Her voice was husky and low this time, as though she was ready to come. "Do you understand your new station in life?"

Peter nodded weakly from between her thighs. Smirking, she rose up just enough to look him in the face.

"And what is it?"

"I'm a fuck toy," he whimpered weakly, trying not to move his acutely sore jaw too much as he spoke. "I'm a fuck toy for you. For any woman who wants to take me."

"You're a man-slave."

Peter nodded. "Yes."

"You're a cornucopia of delights for womanly benefit," she stated. "A buffet of pleasure, always open."

Peter nodded. Lorelei grinned widely.

"Good."

She gripped him again, and proceeded to continue raping his mouth and tongue and jaw. Despite Peter's screams and protestations, he couldn't deny the raging hard-on he was sporting as a result of all of this torture. Lorelei's command of him, her merciless extraction of pleasure from his body, was nothing short of intoxicating, just like the taste of her womanly flesh.

And soon this time, be it because of the confession she'd just induced him to make, or because she had finally found her release physically, Lorelei's breathing picked up sharply. Her thrusting became less wide-ranging, but no less intense as she focused a small section of her clit on Peter's mouth, pushing it desperately and repeatedly against him as she began to make her own urgent, though fairly quiet sounds of pleasure. Her hands returned to grip his hair painfully, holding him in place as she ripped her final pleasures from him.

"Oh gods, I feel it!" she moaned gutturally, thrusting in quick, sharp motions against her slave. "I-I-ohhhh, fuck! I'm coming! I'm COMING! I'M-"

The sentence fell apart into an incoherent string of moans and exclamations as her body started to shake and shudder. The orgasm soon overtook and overwhelmed her completely, as evidenced by the mighty and involuntary quaking of Lorelei's thighs and pussy. She writhed and rocked several times, getting a few final, eager thrusts against Peter's face as her insides erupted in waves of pleasure.

"Oh, yes," she murmured, thrusting slower and more gently against Peter as her snatch drooled copiously all over his face. "That is how a man-slave should properly pleasure his mistress. Do you taste how well you've pleased me, man-slave?"

Peter nodded, lapping her fluids eagerly as they met his mouth. "Mmm-hmm!" he replied.

Smiling, Lorelei waited a few moments before lifting herself off of Peter. His face and hair were sweaty, and he was red and bruised in several places along his cheeks, eyes and nose. She'd ridden him hard, and he was a little more worn for the effort.

Still, she wasn't worried. He would heal.

"I've enjoyed having you," she said, getting up and walking away from the bed. "Particularly as myself, and not as your friend's fictitious teen-aged niece. But I will have to leave you soon, at least for a while."

Peter, who was catching his breath and luxuriating in no longer having his jaw be a punching bag for Lorelei's hips and pussy, lifted his head to look after her. She was sauntering away slowly, her lush, lovely ass swaying sexily as she moved. He was really hoping he'd get to fuck it before she left.

"So, you were Lauren, after all?" he asked. "Because it was a good act. How did you convince Betty she-"

"Had a niece?" Lorelei giggled, turning her head back mischievously. "It was a fiction I crafted for us both. When she fell under my glamour, it was a simple matter to weave that story into her memory."

So, Lauren was really an Asgardian goddess in disguise. And Betty didn't actually have an incestuous lesbian relationship with her niece, who didn't really exist after all. Peter couldn't help feeling a little disappointed. It had been disturbing, but it had also been extremely hot as they'd tag-teamed him together.

Of course, just seeing Betty with another woman sexually had been hot.

"So, does lusting after me mean that women are going to start making it with each other when they can't have me?" Peter asked, hopefully. "Will they do it just to get me into the sack?"

Lorelei smiled, bending over to pick up the negligee she'd been wearing as Lauren. Winking at him, she pulled it over herself, struggling to squeeze her enormous rack into the garment. For a moment all Peter could do was stare, transfixed, as the luscious, lovely goddess with the reddish-blonde hair tugged and pulled sexily at the flimsy material, trying in vain to keep her voluptuous contours from spilling out of it. As he caught eyeful upon eyeful of her tits as she playfully kept trying to correct her apparent wardrobe malfunction, he could feel himself hardening up again at the sight.

"Her lust shapes itself around your desires, Peter," she finally said, giving up and sauntering back over to the bed that held him fast, her luscious tits spilling over the negligee bust. "Whatever you want-whoever, however-will be delivered unto you now. If that means they become sapphic, forsaking all men save you for the touch of other women, then that is what shall happen."

He groaned as Lorelei leaned over him, her globes spilling over the negligee, mere centimeters from his mouth. "Oh, man, Tony Stark's gonna hate me, then!" he chortled, before nibbling at her tasty treats.

He felt her working at his bonds, but didn't really notice he was free until she pulled away, his wrists suddenly loosened from the bed corners. As he sat up, wary at suddenly being given locomotion privileges, he noticed that his wrists were throbbing at the points where they'd been cuffed to the bondage cord. Looking from them to the woman who was now fucking him, he shrugged. They hadn't felt particularly uncomfortable during his bondage time.

"Take me," she murmured, her voice a low purr. She was leaning over a nearby ottoman, her perfect, plush ass presenting prominently out from under the other end of the negligee for him to see. "Put yourself inside me one more time, Peter. Plumb my backside, the same way you're going to fuck your next conquest the first time. Fuck me there right now, and know that your destiny is already written!"

He was no longer tied down now. He could have escaped, but by now Peter knew better than to deny her. Besides, he wanted her, badly. He wanted to fuck Lorelei in her sweet, heavenly ass. He wanted to pop another load into her after she'd teased and tormented him.

Most of all, he wanted to please her.

So that's exactly what he did.

Getting up off the bed, he approached the ottoman from the side Lorelei was facing him, the Asgardian beauty regarding him with open lust. Her blue eyes were narrowed in a come-hither-and-fuck-me expression, her mouth open and her sumptuous chest heaving noticeably. She was still horny, still eager for it, and he was now free to give it to her on his terms.

Smiling, he pushed his throbbing, twitching member at her, and she immediately grabbed it and started fellating him zealously. Even as pleasure overwhelmed him as he hardened further in her mouth, he couldn't resist running his hands over the soft silk of her curvaceous body, weaving into the confines of the negligee she'd worn as Lauren. His hands traveled all over her contours, reveling in the feel of her, until one of them found the still-flowing fountain of her pussy. As he plunged a pair of fingers into her slick warmth, she groaned a low note of approval, briefly pausing her blowjob before resuming strenuously and rocking against his fingers.

Once he'd soaked his digits thoroughly in her juices, he pulled them out of a mildly protesting Lorelei's nethers, and reached back for the goddess's posterior and traced them over her quivering aperture. Realizing what he was doing now, Lorelei was only too happy to comply, and pressed herself against his fingers while they slicked her opening. She also stepped up her oral efforts, salivating sloppily on his cock.

"That's enough," Peter said, pulling himself out of the temptress's mouth with some effort. He was tempted to just finish there-she was extremely good at giving head-but the desire to take her anally won out. Besides, that was where she wanted it.

And for him, whatever Lorelei wanted, Lorelei got.

He quickly moved behind her, lining himself up with her ass and teasing her with the tip of his tool. Before he could do much, however, she reached back and grabbed him at the waist, pulling him forward while backing her ass up urgently against him. As he popped effortlessly into her sphincter, they both groaned passionately. Peter grabbed her tits urgently from behind, squeezing them repeatedly as he began pounding the ass of a goddess.

"Oh, yes," Lorelei murmured, her voice pulsing with lust. "That's a good man-slave, working my ass so thoroughly... so... fillingly..."

Peter grunted, pleasure surging through his body as he rammed his cock deeply into Lorelei's lush, sinfully sweet posterior. He couldn't believe how good it felt to be in control of things, now that he actually had freedom of movement again. As he pulled back, nearly to the point of pulling out of her, Lorelei started to whimper a protest before he slammed his entire length hard back into her, sending a relieved shiver and moan through the Asgardian as she reveled in the feel of Peter's tool in her naughtiest of caverns.

"Fuck me, Peter," she purred erotically. "Don't you want to make me pay for how I abused your face mere moments ago?"

Peter groaned, his motions picking up speed and energy at the mention of that. "Yes," he said through grit teeth. "I do."

"Then stop holding back and make me feel it!" she taunted, grinning back at him. "Or are you only so intense when I'm on top and controlling everything?"

Her head suddenly snapped back as Peter gripped her hair and yanked her towards him. He'd stopped fucking her, and his mouth was at her ear as he whispered menacingly to her.

"What did you say to me, you Asgardian whore?"

The question sent a thrill through her, and she reflexively flexed her glutes, squeezing his cock at their intimate connection and inducing him to silently groan and thrust into her ass again. Her mouth open, she turned towards his, lingering tantalizingly close to him.

"I said," she intoned breathlessly, "You don't know how to properly please a goddess when you're unbound."

Peter's hand flew to her throat, its surprisingly strong grip cruelly constricting her air. His tongue was instantly in her mouth as he crushed his lips hard against hers. His hips resumed working in overdrive, his cock pushing in and out of her as he filled every sensitive spot in her ass, sending an intense surge of lusty delight through her.

"I. Beg. To. Differ," he breathed, hard into her ear. "Mistress!"

Then he bit her ear, sucking on it hard as he pounded her lush ass even harder and faster. She would have whimpered in approval as he continued to violate her, but due to his right hold on her throat, it came out in fitful gasps. One of her hands moved to his wrist, pressing his own hand further against her throat encouragingly, while the other traveled down to her clit, rubbing it urgently.

Lorelei's grunts came out laboriously and gutturally, as she thrilled to the wave of sexual ecstasy engulfing her body from several different directions. The manual stimulation she worked on herself complemented the intense pistoning of Peter's cock back and forth inside her throbbing ass. Meanwhile, the slave's tight hold on her throat and the new surge of domination she'd induced in him aroused her even further, giving rise to a pulsating sensation that seemed to grow from within the core of her being.

She felt the tingle of his building orgasm, the sensation of his body stiffening, and the sudden change in the slave's breathing as he tried to maintain the breakneck pace at which he was fucking her. It ignited her own slow burn, as the sheer force and volume of his dominance crushed her mercilessly against the ottoman. He felt strong, and desperate, and massive both inside of her and against her skin, and the sustained pleasure of it all overwhelmed her, as they built to a soul-shaking climax together.

"Give it to me, slave!" she commanded throatily, pulling his hand from her neck and pulling it down to cup her tits. "I know you want to shoot it all into my sweet, steamy ass, so stop your tarrying and give it to your mistress! I am your mistress, am I not, slave?"

"Yes," Peter grunted, his voice straining with exertion as his body approached the final moments of passion. "Mistress."

"And you are my slave," she continued, her breathing ragged and labored with trying to extend the moment. "So. You. Do. As. I! Say!"

"Aah, FUUCK!" Peter moaned, unable to hold back. As he spurted a seemingly endless volley of his seed into Lorelei's enticing ass, his words dissolved into a medley of groans, grunts, and whimpers as his brain was overwhelmed by the raw amount pleasure coursing through his body. He squeezed her tight, thrusting his last thrusts mightily into her, his hands clamping her lush breasts hard as he kissed her neck and shoulders from behind.

Lorelei felt it too. The building quake of her slave's climax set off her own orgasm, and she reveled in his contrived dominance, his helpless desperation to please and pleasure her, every bit as much as the considerable physical pleasure he was giving her. He felt great against her, and inside her, and his fucking her ass into the ottoman was, ironically, a fitting symbol of her domination of him.

The feel of his fluids filling her insides was the final, delicious piece of stimulation she needed to shake and quake her way to a climax that she hadn't felt so strongly since… well, fifteen minutes ago, when she'd fucked his face. Pleasure exploded forth from her ass and her pussy, as they both throbbed and quivered with her joyous release. She joined Peter's loud exclamations of passion and fulfillment, embracing him as best she could, one arm thrown back to press his head against hers, before they collapsed together onto the ottoman, a sweaty heap of sex and exhaustion and ragged breaths.

"Oh, my goddess," Peter finally breathed after a few minutes. "That… was… well, that was a lot of fun."

"Yes, it was," Lorelei agreed, moaning in disappointment as Peter stood up and pulled out of her. Turning over, she looked seductively at him. "I daresay this is the start of a long and highly fulfilling physical relationship."

Peter nodded, staring at Lorelei's mesmerizing curves and hourglass figure. He couldn't believe he'd just fucked such a gloriously beautiful woman. "I assume you'll be blackmailing me for my phone number right about now?" he asked, reaching for his clothes.

Lorelei smiled sinisterly up at him. "I already have it," she said, sultrily. "As well as more… efficient, methods of contacting you, at my disposal."

"Ah, okay," Peter said, pulling on his underwear and pants. "So, let me ask you: if I'm now effectively immortal, and I'm destined to be a perpetual gigolo, am I also going to be some kind of eternal all-father? I mean, I haven't been using protection at all since any of this started."

Lorelei smiled, laughing softly. "You will not," she said. "Your essence promotes life, but by sustaining it, not creating it. You will be able to perform perpetually, but you can not impregnate women anymore. You provide them life, but only for yourself and themselves."

Oh. So, having kids with MJ was no longer an option. He was sure she would love hearing that one.

"What about diseases?" he asked. "Sex is sometimes dangerous that way."

Lorelei looked at him as if he were the world's biggest idiot, and Peter sheepishly remembered that she was probably hundreds of years older than he. Of course she would know that.

"I know that," she said, but soon smiled at him. "But you needn't worry. The very nature of your endowment negates and eradicates any such obstacles. You promote and sustain life with her lust. There is no way it can be hobbled by something so trivial as terrestrial pathogens. You are immune to such concerns."

"And my partners?"

"Would be similarly affected. They could be re-infected, but contact with your essence would re-immunize them."

"How do you know all of this?"

Lorelei smirked up at him. "I simply know," she said. He was fully clothed, and she was still naked, taunting him with her body. "You should go now. Know that I will be returning to violate you again soon."

Peter swallowed, and could feel his cock stirring at the suggestion. Nodding, he made for the door.

He stopped and turned for one more question. "Will Betty realize she's been hoodwinked?" he asked. "When you lift the glamour?"

"No," Lorelei replied, carelessly. "But who said I was planning to do any such thing? She's quite… entertaining, your friend."

Peter thought to respond to that, realized he probably shouldn't, and turned to go. He was through the apartment and out the door in moments.

As he pulled his costume on in a nearby alley, he thought about what all of this meant. He couldn't be sure Lorelei wasn't lying, but so far everything she'd said seemed to make sense. He was hornier than he'd ever been in his life, and perpetually so. Starting to swing between buildings on his web-lines through the night sky, he saw other ways the things she was saying made sense. Women were not only coming on to him, they were hitting on him and then dominating him in bed. Was that how things were going to be for the rest of his life?

Speaking of which, how likely was it that he was now immortal? Was he destined to be the Great Immortal Man-Slut now? Would he just be giving himself to whatever female happened to want him at the moment, for eternity? Did his spunk really provide immortality to his women? Who the hell was the entity who was responsible for this? Why did she choose him for this?

What was going to happen? Would he even be able to figure out a way out from under all of this? Did he even want to now? What would MJ say? Could their marriage take this?

He knew immediately what the answer would be.

And then there was Betty, under the direct influence of Lorelei's glamour. How could he let that continue? What would happen to Betty if he somehow was able to free her? What if-

A buzzing interrupted his thoughts, as the hands-free earpiece he had on alerted him to an incoming call. He apprehensively answered it.

"Hello?" he asked.

"Hey there, Tiger," a familiar, sexy voice drawled on the other end. Peter's heart jumped up into his throat as he realized it was MJ, his wife, the woman he loved more than anything, calling him late at night.

"Hey, MJ!" he effused, rather louder than he'd meant. "How's my beautiful bride tonight?"

"I've been home all evening," she replied, a hint of reproachfulness coloring an otherwise very eager lilt to her sexy soprano. "Waiting to surprise you."

Oh, shit. She was already home?!

"Think you could cut the cosplay short? I've really got to see you. Like, now."

Peter swallowed, already recognizing the seductive lilt of her words as MJ being horny. His breathing picked up, and his crotch was already starting to come alive in anticipation. Nodding, he put a little more speed into his web swinging.

"Absolutely, gorgeous," he said. "I'll be there in just a few minutes."

They'd need to talk, that's for sure. About a lot of things. But in the meantime, there were forces of a primal nature pushing them together. He thought about his wife's hot body, and her smooth, soft skin, and knew they'd be getting those things out of the way first.

At length, if it came to that.

TBC

Here's another one for ya, compliments of your friendly neighborhood Spider-Man," read off the police officer once again appearing a minute too late to see that his job was already done for him and a note pinned to the upside down punk's web wrap. Crumpling the paper in irritation, he tossed it aside into one of the many festering trash cans that so elegantly complimented the alley so perfectly. Signaling to his men to cut him down and cuff him, he turned and walked back to his car to fill out the paper work.

Watching the scene, curious as to the reaction of his nightly help, Spider-Man leaned over the roof top edge and sighed, once again seeing that the cops were more annoyed by his vigilante justice than eased by it. Nothing new, though, so he excused himself, not wanting to press his luck with time. A few speedy steps and a daring leap of the edge later and the familiar *thwip* sound was heard as a stream of science created web fluid sprung from his wrist and the web swinger lived up to his name as he left the police officer with that one glimpse of him before he took off for the night. Despite having been in the city, fighting crime and foiling other costumed super powered crime involvers, people still liked to look up and watch as he swung by over their fair city, gawking at the grace and agility they witnessed for only a moment's glance. He loved how he could cause a New Yorker, one who had grown old of craning their neck skyward, do it all over again like a tourist. That took some of the sting off the glare the police officer gave him.

No time to swing around to relieve stress that night, no, he had plans. Tonight was a very special night for him, it was his and Mary Jane's first anniversary of marriage together. He had already sent her the gift, elegant and expensive, but it was to make up for the fact that he couldn't promise her a romantic evening out. He relished in how understanding she was, though, to that effect. She knew that when she married Spider-Man that she would not get the typical husband, she admitted that, but she told him that she got a better one through that. A smile spread under his mask as he day dreamed about how perfect she was for him, and his lapse in focus nearly caused him to come crashing through the window of a Times Square billboard. That was a close one, he thought. The last thing I need is to splat right onto the Virgin sign and have someone take a picture of that and run it on the front page.

Five more minutes of swinging led him nearly all the way to his New York apartment before he heard a blood curdling alarm sound mixed with coming sirens. Halting his swing by perching upon the ledge of a building, joining a gargoyle in stare, he saw that the cause of this was a bank robbery and the perp was making her escape just as he had come into play. It was the Black Cat. More of a nuisance than a danger, really, but she was making away with what looked like a cliche bag of money. He hung his head low after looking to a large clock that over looked the street and gave himself an hour to get back to Mary Jane while it was still technically their anniversary. Focusing himself, he leaped off the granite and swung into action, literally.

It didn't take him long to catch up with the voluptuous cat burglar, but her acrobatic skills were still something to be pitted against. She had noticed the web head with a few choice glances over her shoulder, peering out her black mask that complimented her face. The black leather clad woman with flowing ivory hair leaped and leaped, but Spider-Man was still able to make further leaps with his webs and superior agility. Just as she was about to make one more dash off the building, a snag upon her out reached wrists came and snapped her backwards. Wrists had been bound by the familiar web and a stream of it from it was led back to good ol' Spider-Man.

"Yeehaw! Caught ya, partner," jested the wrangling super hero, lifting the web up to hang and twist over a pipe and let her hang just inches off the ground, her back to the wall of the doorway that lead up from inside the building. Easing himself down, upside down, as he was prone to do, he stared Black Cat in the eyes with his big white saucers and smirked beneath the mask. "How many times do we have to go through this, Cat?" he inquired.

Her full lips pulled into a smirk of their own, and her eye lids dropped a tad in a sultry manner, working herself into her seductive manner in order to escape police capture yet again with, no less, the aid of her current capture. "Until I get properly punished, I guess. Perhaps a spanking would set me right?", she reasoned, pursing her lips innocently and fluttering her eye lashes in form with that. Her hips slowly swayed, wantingly, and the web crawler fell distracted by her charm.

Shaking it off, remembering his set time limit, he quickly reached down and snatched the bag of bills that was held to her hip. "No, I think staying tied up until the web disintegrates will be well enough of a lesson for you, Cat," he bargained. For anyone else he would turn them in, but he sensed good in Black Cat, unlike his other costumed foes. Her antics were typically a method of getting his attention, which always worked, and she rarely meant harm, so he rarely turned her in. It caused more grief for him to catch her time and time again only to release her back into the sea of the city, but he knew that putting her in jail would be fruitless. A woman of her expertise and charm could find her way out of the bars in no time flat. Speaking of flat, she certainly wasn't, and he noticed this every time the met. Her breasts were incredibly large, but did not sag in the least. They filled out her suit to burst, with a large cut down the suit that showed off the valley of her chest and just below it. He would theorize that the reason why her charm usually didn't work on him, even though it did, was because she turned it on right after a good chase, leaving her breathless and her chest heaving up and down, up and down, up and down. Sweat would sometimes glaze her tanned skin and the moon light would reflect off it, like it was now, to match the sheen of her leather cat suit. Of course, it would be criminal not to mention the legs and ass of a woman as athletic as she. Whenever Cat would pin Spidey, she would straddle him and he would feel those tight firm muscles of her thighs wrap around his hips. When in hot pursuit, he was always inclined to check out her full and heart shaped ass, just begging to be freed from the tight leather constraints.

Despite the obvious sexual tension, they had never once done anything about it. Not even a kiss. Spidey was valiantly tied to Mary Jane and would never betray her, even if it was with a woman even more voluptuous than her. An abrupt clearing of Cat's throat, with a pompous tone on it no less, Spidey snapped back to the there and now and realized he had been staring at his captive's breasts for some time now. It wasn't easy to tell where Spider-Man was looking through those giant white eyes he saw through, but it was all too apparent to her that he was staring at her generous chest.

"Once again, I'm glad you approve, Spidey," she playfully put, having caught him several times before looking at her tits. She raised her torso a bit, bending her back some and gave him a 'come fuck me' look as she made her breasts look all the more big and perky. She didn't know if he would go for it, though, as she had put on that look every time they had met in the past year and all she got from him was a nervous crack in his voice and a half chubby in his spandex. Even if she never got any from the man she admired, the hero she had fallen for, she found it fun to mess with him all the same.

"I'm afraid I c-can't," there was the nervous crack, "do this tonight, C-cat. I have other arrangements". With bag of money in one hand and growing erection in pants, he began to pull himself up the web line he had created just before he heard her speak up again.

"That's not all the money," she simply put.

Stopping, he peered down, getting a good look down her top, though it didn't show any more than any other vantage point, and saw her smiling up at him. Easing himself back down, he let go of the web and stood on two feet to speak to her face to face. "What do you mean by that?"

"Exactly what I said. That's not all the money. There's about...two thousand you're missing," she devilishly played upon him, her lips smiling even wider and flashing her pearly whites.

He raised a brow and looked at her strongly to try and catch if she was lying. "You're full of it. You're just messing with me, AGAIN," he replied and turned his back on her, raising a hand up and ready to shoot web to the nearest building to swing away before she could sink her claws deeper into him.

"Perhaps, but if I'm right and you hand over the money and they see two grand is missing, they're going to think their friendly neighborhood Spider-Man is skimming off the top for himself," she reasoned. She wasn't wrong, either. Although the people of New York loved and cherished Spider-Man, many were looking for a reason to throw him into jail, especially the police. Knowing this, Spider-Man hung his head low with a sigh and turned around.

"Alright, then where is the money?" he simply asked.

"Strapped to my thigh," she revealed with the sultriest of looks, raising her leg slightly to get his attention to it even more.

He watched those leg muscles tighten and press against the leather. He gulped, knowing that the only way to get it would he to be to reach in, and with that tight suit, there wasn't much room to maneuver. He then realized that this must be a trick. This is exactly what she would say to get him to grope her thigh and seduce him further. "...You're lying," he finally said after several seconds of deduction.

"Maybe I am, maybe I'm not, but what have you got to lose if you try? If I'm telling the truth, you get the money and New York loves you even more. If I'm lying, well, at least you got under my suit," she reasoned. Again, she was right. He had nothing to lose, but perhaps may gain some guilt for touching her in such a way. To egg him on further, she slowly licked her upper lip, dragging the tip along it just enough to wet the tier while keeping the purple painted lip revealed. Just as the tongue reached the end and retreated back inside, the corner of her lower lip was pulled underneath her canine and let to spring back with the naughtiest of implications behind it; lips still parted in a sexual manner, then right back to the seductive smile.

Swallowing his pride and guilt, he apologized to Mary Jane in his head and put the bag of money down as he approached. The ring at the end of her zipper shined in the moonlight, the only piece of metal on her uniform. He gave one last look up at her and then back down. It was all or nothing time. Index finger looped into the ring and tugged down slowly, revealing more and more of her flesh as the sounds of the city were drowned out in his mind, only the sound of parting leather and the slow unzipping resonating around him. The suit was so tight that he always saw every outline and indent of her body, but when he saw it just as flesh, his skin jumped. She didn't make things easier by swaying her hips very slowly, almost unnoticeable, bending her abdomen back and forth, showing her muscles dance seductively.

His face snapped up to look her dead in the eye and he firmly demanded, "Stop that".

Her lips pursed in an O at the firm order. "Ooo, I love a man who is all dominant," she teased, blowing him a kiss without hand.

Shaking his head, he ignored her as best he could, and continuing unzipping her. The zipper led all the way to the top of her pelvis before it stopped. He breathed a sigh of relief that it didn't go any further, but now was the hard part. "Okay, which leg is it?" he humbly asked. He didn't need to reach in and find out he was going on the wrong leg. It was a 50/50 shot, but he didn't like those odds.

"Right, Spidey," she honestly replied. She decided to throw him a bone, and then perhaps later he'd throw her one.

Nodding, he began to tuck his fingertips under the tight leather. She purred and smirked as his hand began to venture into her suit. She rocked her leg a bit in response to his touch, but that was completely involuntary, and he kind of knew that in an arrogant way. Taking another deep breath he placed his hand all the way into her suit, trying desperately to avoid the cat's pussy. Even so, he could feel the heat pushing from it, even through his glove. This perplexed him. Was she really horny right now? He looked up at her and saw a face of loss of control, her lip being chewed on slightly and the moment he spotted her she switched back to her proud seductive smile. She really was hot for him! All this time he thought she was just messing with him. Despite his developed muscles and heroic acts, Spider-Man always saw himself as mild mannered Peter Parker, whom no girl but Mary Jane would go for. He had to get his mind off that, though, as he was starting to react in his pants as well.

With the suit so tight there was no room to really get any maneuvering going, so his arm would have to plunge straight down. Again apologizing to Mary Jane in his head, he stood closer to her, chest to breasts, and straightened his arm around to begin to dip it further. Her lips pulled into a smirk as he was so close, and he tried to avert his gaze, moving blindly in her pants as he searched for the strap that kept the bills. He found it, running his fingers along it to follow to the outside of the thigh and find the money. But there was none! He snapped his eyes once more to her and she shook her head, amused.

"Inner thigh, web head," she happily corrected, whispering into his ear with the sultriest of tones. Her voice had gotten smokey and alluring, and a soft purr accented the background of her words.

Of course, of-frigging-course, he thought. No no, it couldn't have been simple and been to her outer thigh, not Black Cat. It had to be on her inner thigh, directly below her. He shook his mind clean and thought of baseball. Gulping, he began to move his hand again and directed it towards between her legs. He began to feel the edge of the bills and breathed a sigh of relief. She was telling the truth. Now, to pull it out. It was tight between the leather and her leg, but as he gave a good slow tug he began to pull it out, but not without inadvertently rubbing his forearm against her dampness.

Unbashfully she threw her head back with moan, softer than silk, as friction was brought to her nether lips. Biting her lip her head fell back, staring at his arm as it pressed against her pelvis and stomach. Once his hand was out, he reared away from her and tossed the money down. He didn't bother to count it, he trusted it was all there.

He was about to tell her something witty, something life changing perhaps, but when he saw her face, that hot and heavy face, that wanting face with a real 'come fuck me' look, he lost his words. He slowly walked back and stared at her again, watching her intently for the first reason to walk away and forget her, but it never came. She just breathed heavily, her breasts rising and falling, so large that they brushed against his chest, tantalizing him, but he was more focused on her eyes, for once. He said nothing as he lifted up his mask to just beneath his nose and plunged forward, locking his lips to her far more impressive pair as a gloved hand lost itself in her white waterfall hair and pulled her head to his.

For once, her eyes widened by something he did. She was surprised to say the least, amazed she had actually roped him in, but they soon fell closed as she lost herself in the kiss with the man she had been flirting with for almost two years now. Her full purple lips danced against his, threatening to engulf his mouth under their plushness. She would suck on his lower lip for a good minute before she threw her tongue into play, restless that he hadn't done so with his yet. The muscle parted his lips past her own and invited itself into his mouth with expert grace. Her tongue ran down one side of his tongue, crawled over the top, and pulled up against the other side, running her tongue stud, spherical and smooth, against his ill experienced tongue the whole time. Her leg would have bent at the knee had a wall not been right there behind her.

He couldn't believe what he was doing. He had a wife, a happy marriage, and was madly in love with Mary Jane. Yet even so he was making out with this voluptuous criminal on a roof top on his anniversary, no less. He told himself over and over to stop, but all that happened was his hand pressed to the small of her back and pulled her body against him. He told himself to run away now, but his body responded with a growl to her tongue. He told himself that he loved Mary Jane, but his cock wanted this pussy. However, eventually reason took over and he pulled himself off of her, using the moment to catch his breath. Before his exposed lips could utter a word of protest, Black Cat was free.

Using her claw like gloves, she cut through the webbing with ease, putting the fact to him that she could have escaped him long ago and, more importantly, gotten the money out of her suit herself. She had a face of pure sexual want. Her energy focused like a laser beam, her eyes sparkled with determination. Now that she had his taste on her lips, her tongue dragging across them, she was not going to let him get away. "Lose the costume, keep the mask," she said, giving the demands down, before pulling his mask back down around his mouth. She wanted to fuck Spider-Man, not the man behind the mask. That's whom she had fallen for, not whoever wore the costume.

Oddly enough, Spider-Man did not argue. His suit was removed with much fumbling, like a teenager about to lose his virginity, but his mask remained. It was hotter inside of the covering than usual, but he'd deal. He wanted this now, his cock had taken over his mind and he thought only of taking her right then and there. Wait, right then and there? A bit of civilized mentally ran back into his mind to inquire on that. "Wait, you want to do it here?" he asked.

"Why? Do you have some place else we can go to?" She excitedly asked, running her paws up from his stomach to his pecks, all well defined. "A...Spider Lair, or something?" she giggled at the idea.

He was ready to say they could go back to his apartment but two things stuck out as big no-nos to that. For one, it's not very impressive. Hey may be Spider-Man, but Peter Parker paid the bills, with some help from Mary Jane's modeling career. Secondly, Mary Jane. That was the clincher, they would do it on the roof top then. "No, the city is my lair," he said, trying to be debonair. He thought it sounded better in his head.

She smirked and gave his chest a little teasing scratch before sinking to her knees. The white fur that lined parts of her costume ran against his skin as she lowered herself and the soft feeling of it send shivers through him. That was nothing compared to the feeling of her tongue against the underside of his cock. She spared no time and went immediately for the taste, starting at the base and gliding up all 7 1/2 inches. She opted not to use her hands just yet, instead gripping his hips and pressing her nails against his skin, threatening to pierce, all while he was relaxed by her masterful tongue. The whole while her eyes were looking up at him for approval, not needing to see what she was doing, like her tongue had taken the helm and was taking care of everything. She licked his dick up and down like a Popsicle over and over, getting it thoroughly wet before her lips would engulf the head. She held it there for a moment, watching him writhe and moan, hands gripping her wrists for support, before she let it out with a pop and smirk. She would repeat this, each time taking another inch into her mouth. Eight rounds of this later, she was beginning to use a hand, gripping the base of his cock as she took the rest of him into her mouth, almost deep throating, and wrapped her tongue around the pole as she bobbed her head.

As she blew him, he couldn't help but compare her style to Mary Jane's. Cat was not a vigorous one, opting for style and smooth motions, tactical advances of her lips and tongue to make up for the speed and vitality that other girls, like Mary Jane, used. Mary Jane, as stated, was the opposite. Sure she liked to tease and play with the cock before finally taking it, but when she did, did she ever suck like a pro, bobbing and weaving, faster and faster until you came like a garden hose. However, he couldn't pit which one was better than the other. It was like comparing Star Wars to Lord of the Rings. Both had their strengths and weaknesses, but both gave you a good nerd-gasm, and these girls gave the regular kind of orgasm. Speaking of...

"Ah shit! Cat, Cat I'm gonna come!" he managed out. With Mary Jane, he usually doesn't have the second thought to warn her, but she liked to swallow, so she didn't mind, and could read him like a book anyway, so she would see it coming. So could Black Cat, feeling the veins pulsate and the cupped balls pull up. Unlike Mary Jane, she would not swallow. Instead she pulled out the cock and quickly aimed it at her chest, shaking her head to move her hair off her shoulders to avoid splash damage to her well kept hair. The web slinger's white fluid spilled upon her chest with great abundance, laying down a good helping of cum on top of and between her breasts. A heavy drop rolled down her middle and a clawed finger scooped it back up to be sucked off her finger. Giving that finger a pop like she had his cock, she smiled.

Standing, without words, she began to peel off her suit. Already unzipped, she pulled it down off her arms and then pushed the remaining covering down her long and strong legs, pulling her feet out of her fur laced stilletoes and stood before him as a sexual goddess. Her body was no mystery having given her suit and how much it showed, but like before, it was much better to see her in the flesh than just the outline of her form. Her nipples were hard as diamonds, standing proud upon her breasts, which did not sag in the least despite their size. She knew he would guess they were fake, but he would know better soon enough. Bare hands began to massage said tits, working the cum against her skin like a lotion, she moaning as she locked eyes with him.

Spidey couldn't believe the sight. This beautiful woman, this criminal, was treating his jizz, HIS, like it was a precious substance! He gulped again and licked his lips slightly. He reached up to pull his mask up to expose his mouth again, wanting to suck on those tits like a starving babe, but she stopped him.

"I said keep the mask on, Spidey," she said without reason as to why, and he wouldn't ask, lest he ensue some rage from her and she walk out on that moment, though she doubted she could see a reason to leave him now. She was hornier than he at this point. "Lay back," she again said simply, pointing to the ground to be extra clear what she wanted him to do.

Again without question he did as she wanted. He laid back onto the gravel, the dirt and rock pressing into his back, but he didn't mind really. His mind was focused on other things. He as he watched her sway her hips, her breasts hopping ever so slightly as she approached, he noticed his cock was still hard and he was thankful for that. His youthful stamina allowed him to get a hard on soon after climax, but then any man could probably do the same when faced with a naked Black Cat. As she aimed herself over him, staring down at him with a proud smile, he finally managed to find words. "Um...I don't exactly keep a...you know...on me," he nervously admitted. He had just gotten a blow job and he couldn't say "condom" in front of her.

She smiled and shook her head. "Don't worry about it. I'm sure your Spidey-Sense will tell you when it's safe to pull out," she replied with a wink. It really didn't work that way, and he would be hard pressed to pull out when she was on top, but again he wouldn't argue, in fact she started to make sense. With no more interruptions, the busty ivory headed burglar began to lower herself once more, onto his cock this time. Bare knees touched the concrete roof but she did not mind. Most likely they would get scraped up and she would need to bandage them after tonight, but it could be worse, she could be in Spidey's position, his back and ass about to get the treatment her knees wore. Giggling at the thought, she reached down and gripped his hard cock, though a bit softer than before. To get it harder, she rubbed the head against her lips, teasing herself more than him. As she felt the familiar steel solidness of the tool, she lowered her shaved pussy onto him.

She was tight, like a vice, and warm as a summer's noon. His hands instinctively went up to her hips to rest comfortably. He knew she was in control, so he would not try to maneuver her, and he would be thankful he didn't either, as he soon found that Black Cat not only used her agility and grace to rob banks, but she could move her hips in ways that a normal woman never could.

Her hips swayed in a dance all her own, her ass rubbing against his thighs as she did. A hand brace against his stomach as she moaned loudly, using the maneuver to have his cock hit all the places he couldn't by his own direction. Her other hand reached down and grabbed one of his own from her hips and planted it on her large breast. She moaned louder as he strong palm pressed against her nipple, covering it like a shield. This caused her to vary her movements, becoming unpredictable to him but to her she was moving with a set dance that she had mastered for herself.

With his hand invited to her breast, his other would follow to cup the other one as best it could. Their size was too large to grip it all, and as he squeezed, her tit flesh flowed between his fingers. He tweaked and pulled on her nipples to her joy, getting moans and groans in a throaty manner as she now began to bounce as well as ground onto him. Whenever his hips would buck up, she would force them back down with her hand just above his pelvic region and her powerful hips. He would get his chance to dominate, but not yet.

She writhed and ground and bounced upon him, her breasts kept in hold by him. One hand planted on him and the other now reached to rub her cute little clit. Her arms pressed close together forced her tits together as well, creating a powerful cleavage to which Spider-Man would stare at intently. She started to wail with her moans and shudders, but the city would not hear it over the sound of traffic and such, which only led her to get louder and louder. Soon her stomach felt that tightening and she pulled herself all the way up until just the head was in her, and then shot herself back down hard and fast; thankfully her skill allowed her to go straight down and not bend poor Spidey's cock. The moment she hit his hips she came, her pussy forcing around him like a vice. After coating his cock in her honey, she moved to let him slip out, still hard, and crawled over him. Her breasts hit against his face and her pussy was directly above his face as she did. She continued this on past him, moving just like a cat, until she reached the edge of the building and stood up, bracing her hands against the edge. She gave that 'come fuck me' stare again, over her shoulder, hair complimenting her face as it rained down from her head, and she shook her as slowly at him, beckoning him over.

Needing no words, Spider-Man stood. His cock bounced as he walked over, and his eyes scanned the area for on lookers. He peered over the edge of the building. They were high up enough that no one should notice them, on a building no one would care to gander up upon, but low down enough that if anyone was quiet enough, they would hear them. How thrilling! He stared down at her plump ass and noticed the tribal tattoo that started from one side of her ass and pulled down towards between them and off to the other side, the ink just above the cheeks and going over the tail bone. As he looked upon her ass, he couldn't help but wonder if he could...no, she wouldn't let him do that, would she? He was well lubricated, thanks to her, so maybe...As he wondered, he noticed her look back over her shoulder again and give him his answer. She nodded in agreement, knowing what she wanted, and braced herself for it. Just to be thorough, he reached down and pushed two fingers into her pussy to get some more juice on his digits. Taking the index and middle finger, wet from her, he got her puckered ass hole wet and lubed for his entrance. He had never done this before, Mary Jane refusing, and he never being that interested in it anyway. But, if you're gonna cheat on your wife, might as well do any taboo you can, right? Everything wet that needed to be, he began to push into her ass, and it was a much harder fit than her pussy, of course. She wailed out in pleasurable pain as he dug his cock into her, going deeper and deeper until finally he hit the hilt of his cock. He worked it slow, at first, gripping her hips to steady her, to get a good feel for her and let her get used to the visitor. After a few minutes of slow fucking, he began to pick up the pace.

She whimpered loudly from the roof top, the people below unaware of the super hero fuck fest going up above them. Her breasts swung more and more with his increasingly thrusts and she knew they would be sore later, but she didn't care. She began to moan and scream as he did exactly what she wanted without her having to ask/tell. His palm slapped against her plump ass cheek, the sound resonating along with her surprised but pleased gasp. A face to match the sound as she turned her head to look at him, letting him know she liked that, and he continued.

Her ass was much tighter than her pussy, and perhaps a bit warmer, he couldn't tell, but he did prefer her slit rather than her hole. All the same, he continued to pound away and spank at his leisure. Getting into it, a hand reached forward to grab her shoulder to keep her from thrusting too far forward and he fucked her even harder. Over and over he pounded his cock into her, like a jackhammer with that Spidey strength and speed, though having to keep a tab on it as not to break anything. She was still human, after all, and years of fucking MJ taught him how to keep himself from going from human strength to super hero to a point that it caused pain.

Her hand reached down and began to rub her pussy, frigging herself with her middle and ring finger as the thumb worked the clit. As she screamed for Spider-Man, she came a second time and coated her fingers in her pussy juice again, pulling them up to suck them clean as the remainder dribbled down her thighs. Spider-Man would come soon as well, not pulling out in time and emptying his load into her; she loved it. She had a part of him now inside of her. Plus, it was in her ass, so there was no risk of pregnancy, and she doubted a clean cut guy like Spider-Man would carry any STDs.

As he came down from his second climax, his cock soft now, his eyes peered open and the smile on his face faded as he noticed the time was now 1 AM. They had been fucking for a good 2 hours! My how time flies when, well, you know. He pulled out and scrambled to get his suit back on. "I'm really sorry, Cat, but I have to go. I'm very late!"

She was disappointed he wouldn't be able to stay for more, but she accepted. Walking over, she smiled. "You sound like the rabbit in Alice in Wonderland. Well, rabbit, let me give you something". With that she dragged her fingernail against his chest, leaving a scratch just between his pecks. He winced in pain and then looked at her strangely. Smiling, she explained that, "This way, you'll always remember me, and that I own you now, Spidey." The words would shake him to his core, and she would kiss his wound before going to let him finish dressing.

He was worried now, running worse case scenarios in his head, along with those of the worry that Mary Jane would be incredibly pissed with him, so he rushed all the more to get dressed again. "We'll do this again sometime!" he called out foolishly as he swung away, hitting himself mentally as he said that, promising her that they would join in another romantic tryst. Although Spidey loathed himself for saying that, it warmed Cat's heart.

Moments later, Spider-Man finally returned home, landing upon his apartment balcony and looking in the window to the dark bedroom. Sighing, he knew now that Mary Jane had given up on waiting and went to sleep. He felt terrible. Pulling off his mask, he sulked into the home through the window, tossing the mask upon the bed. In worry, he ran his fingers through his hair and pulled his head back in wonder what he would do next. Just then, the lights flipped on near the bed and his attention went to a very awake Mary Jane.

She was knelt upon the bed, his mask in one hand, her other on her thigh. A red nightie grace her model form as a Spider-Man bra and panty set covered her privates. She gave a smile similar to Black Cat's as she saw him. She was obviously ready and rearing to go and unaware that Spider-Man was beat from before. Either way, she delivered the line that always got her her way with him. "Face it, tiger. You just hit the jackpot."

When we last left our hero, Spider-Man, he had just captured the voluptuous cat burgler, Black Cat. However, he soon became the captive one as he was enchanted by her seductive movements and assets. Ignoring years of evolution, the web slinger thrusthimself upon her and fulfilled her every fantasy since she decided he was the man for her. All is well and good in that respect, but Spider-Man is married to the girl next door, Mary Jane, and his infidelity came upon the night of the first anniversary. Stricken with grief for his disloyalty, Spider-Man returns home in hopes of having only disappointed MJ by being late and she had gone to sleep, but he finds that he will not get off so easily from the red haired vixen...

"Mary Jane!" the unmasked and surprised Peter Parker exclaimed as the lights flicked on to illuminate the red haired Mary Jane. "You're awake...which is good, I mean!" Pete stumbled with his words, feeling that every syllable incriminated him further, and would it have been any other night, it probably would have, but he saw no nagging scowl on his wife's face.

MJ gave a slow nod, inching closer to the edge of the bed by the shuffling of her knees, tossing away the caught Spider-Man mask to lay on the floor like a discarded sock. "I was about to go to sleep, I'll admit, but that necklace you bought me gave me the will to fight on and wait for my husband to come home and get his present..." she explained, reaching forward, red finger nails dipping in to the hem of his Spidey-pants to begin to slowly tugged them down as she laughed excitedly, lightly under her breath.

The ever overly cautious Peter Parker nervously feared that Cat somehow left purple lip stick on his cock or her scent would be unmistakable as foreign to Mary Jane and she'd throw his ass out. That and after having cum twice in under just an hour or two, he didn't have the fortitude to get it up as quickly as usual, which he also feared would be a clue to his infidelity. Quick to move, as if his Spidey senses aided him to once again avoid danger, danger of a scorned wife hitting him with frying pan, he stepped away from the advances, just out of her arms' reach and received a curious glance from her. "You don't want to get to close to me, MJ. I just had a bought with Rhino and you know how taking down that lummox works up a sweat. I'm all stinky and gross and blah, ha ha," Pete explained, nervously laughing as he backed up further towards the bathroom. "Let me just shower up and I'll be back to celebrate our anniversary with you," he promised and quickly stole away to the confines of the bathroom.

An exasperated sigh rushed out of his mouth as he rested against the door and thought of what to do next. His excuse worked better than he thought as he figured a good hot shower would rinse away any evidence of the cat pouncing him and would give him time to revitalize his boys. Perfect!, he thought, and quickly peeled the super hero costume from his flesh. The shower was turned on and he quickly stepped into the steamy spray, dipping his head under quickly and letting his wet brown strands curtain over his face. His thoughts a race added with the curtain of water surrounding his head didn't let him hear the approaching bare foot steps into the bathroom. No danger was going to befall him so his spider senses relaxed, but that meant he was all the more surprised when he felt a warm hand on his shoulder. He yelled and spun around, not slipping due to his super human reflexes, and saw a totally nude Mary Jane standing with him in the shower stall. "MJ? What are you –" he was cut off by a pressed finger to his lips and a "shhh" from the red head.

"Oh like you didn't know I was coming in. You practically pulled me in yourself, tiger," she said, unaware that his escape was just that, an escape, and not a clever ruse. "Your sweat coated body has never stopped us from fucking before, in fact I love to see my man all sweaty from saving the day, and we've both been talking about trying out the shower 'together' for a few weeks now. Besides, no man would dare stand me up for another second after being late for our anniversary," she finally concluded, resting her hands on her hips as she waited to hear him admit to her cleverness.

He slowly tried to make sense of how he managed to get to this point, but finally smiled and chuckled. "Yeah, you caught me, MJ," he said with relief, glad she hadn't come in to neuter him.

"Now, let's get you cleaned up," she said with a husky tone as she and her arms advanced, hands reaching out for the body wash and ignored the wash cloth, deciding she would wash him with her own hands. Her right palm was filled with green soap and some laces of soap were laced upon Pete's chest.

He stood in awe as she rubbed her hands up and down his chest, working the soap into a fine lather and giving the shower a rich scent of green Jolly Ranchers. The shower's spray did little to rinse him clean, his back to the faucet and his back taking the brunt of the water. He smiled, not in lust, but in pure joy in how lucky he was to have this woman. His mind felt cleared of all memories of his actions with Black Cat and soon Black Cat herself, his mind only focused on the woman he loved.

Mary Jane's hands began to wander from the chest, soon finding it boring when there were such more fun places to stroke and rub. His back was rubbed, more for effort than effect, and soon hands fell to his rump, giving him a good squeeze and a proud smirk from her. She loved to play with him, he was such an easy mark. Quick to fall for jokes, so trusting and innocent, but his powers allowed him to be a stallion in the sack with all the creativity of his nerd mind to put it to very good use. Hands came full circle and danced along his stomach, finger tips following his 'happy trail' to his, well, 'happy'. Thin red lips pulled into a half cocked smirk as his cock was half held in her stroking hand, getting a half chubby to a full fatty.

He was surprised he had been able to get it up so soon after his encounter with Black Cat, though that event had become faded and vague at that moment, but he chaulked it up to her sensual movements and his unbridled love for her. The hot water sprayed on his back couldn't compare to the heat he was feeling betwixt his thighs, his cock standing fully and soapy, contrasted by her tan skin and red finger nails.

Her lower lip was bit as she saw his pleasured reaction to her movements, though she wanted nothing more to pounced him like a lioness and treat him just as one would a tasty piece of meat as himself, she restrained herself in fear of slipping in the shower and cracking her head. She'd hate for her obituary to read "Killed in tub while jerking off husband". She didn't bother with the legs, too excited to go to the next step of pressing her body to his and her lips to his own, clutching him suddenly tight to her lithe and curvy form to get his suds on her. Full D cup breasts crushed against his spider DNA aided broad chest, taking on the soap as her tongue danced with his own between their locked lips.

Her full ass was gripped and squeezed with his spare hand, the other tending to her fire red locks. His erect cock pressed against her nearly fully shaven pussy, the only tuft of hair was a thin red landing strip as if there to direct him to the nearest entrance. He growled into her mouth, hot with want and blind passion as he cupped her ass in both hands now.

Several more moments of making out and Mary Jane hand to retreat to catch her breath. She peered down while panting at her body, half soaped just as his. Her thin red brow arched as she knew he was thinking the same thing as he squired another helping of green gel into his hand.

This time he was the one to come to her, stepping from the shower spray and pressing himself to her as he ran his hands up and down her back, soon focusing on her round tush. She turned her head slightly, hoping to see his handy work, no pun intended, on her luscious rear, but sadly one cannot see their own ass without the aid of mirrors or an ass with its own zip code.

He, however, could see the soapy lather work into her smooth and unblemished skin, treating her ass like a sultan as he massaged and rubbed it. Her body was spun around in his arms as he pressed her back to him, reaching around her to soap up her hips and thighs, more slowly and seductive than before.

Her head rested back on his shoulder as she felt desire rush over her once more. "Oh, Pete, I want you to fuck me into our next anniversary!" she exclaimed with that smokey tone to her voice. MJ was a notorious dirty talker, saying things that would make Red Fox blush and a sailor cry for his mother. Her hand ran up to press to the back of his head, pulling forward to force him to intently stare down at what he was doing to her amazing body.

He peered down between large tits to she, and feel, her hips sway and buck from want and desire. He decided to treat her first, seeing how he owed her, by covering her heat with his palm and working his nimble fingers into her as her pink button was tenderly cared for. To add to the thrill even more, her huge melons were massaged and fondled, nipples pulled and tweaked, and generally her whole body was treated to his agility in his hands and fingers.

Mary Jane soon found herself convulsing in orgasm, her tight walls growing tighter to trap his fingers all the way to the knuckle into her snatch until she came down from her climax. She panted and moaned and soon locked lips with Pete again, back still to him, in delicious lust. "I'm not going to ask you again..." she started, the next words said with such diligence and clarity that one not knowing a word of English could understand her, "Fuck. Me. Hard," was said with a face of complete determination to get her pussy filled.

Feeling the need himself, he spun her around once more and pressed her against the wall with a quick thud that sent wonderful pain through her. He reached up to turn the shower head higher to spray down on both of them, washing free the lather and causing the light of the bathroom to bounce off their wet and wild bodies. He returned to her with quick step and hoisted her up higher on the wall, pinning himself to her and her to the wall as she locked her legs tight around him, almost making it impossible to maneuver his cock into her pussy, but spider agility did have its usage outside of battle.

MJ buried her head into his shoulder to muffle her legion of screams and moans, but more often let them come out unbridled, especially when coupled with her dirty talk during their rough fuck session. "Mmm, yes!" she would exclaim, "Fill that pussy up nice and good, tiger!" "Oh-fucking-god yes!" "Mmm, more, Pete, more! I want to scream the glass broken!" "That's it, screw me good, god damn it! Fill my pussy with your cum, you fucking bastard!"

Parker never really spoke up during sex unless MJ asked something along the lines of "scream my name!" or "tell me how you want it, you dick!" Pete never understood why she called him names during sex, but he didn't find it unarousing or distracting. He just continued his work drilling her hard into the wall, putting his spider powers into the mix and fucking her harder than any normal man could without pushing the pain addition further than she wanted it to be.

Soon Mary Jane came once more, twice more actually, finding herself in a multiple orgasm as she was fucked by her super powered husband. She screamed herself raw, not awaking the neighbors, thankfully, thanks to thicker walls than Pete's old apartment. She remembered the red face she would get when the landlord would visit them to tell them that they were being far too vocal and "clear", he would always add, letting them know that the family next door would be explaining what Mr. Parker was doing to poor Mrs. Parker the night before. With the new place, though, she could scream herself silly, and she frequently did, to Pete's enjoyment.

Pete held out as long as he could, wanting to be with her as long as he could, never seeing her more enthralled with him than when he was in her, but that tight pussy helped push him over the edge. What really did it were those breasts of her. Though not as large as Cat's, they were still a full size. Tear drop shaped and perky on her chest, they were always the speculation of the media and anyone who ever saw a lingerie catalog that her boobs were faux. However, he could sleep even better at night knowing that the pillows he loved to fondle and suck on were the real deal.

Some recovery and drying off later the happy couple found themselves continuing on the marriage bed, trying out all the positions. 69, doggy, cow girl (with the quick change up to reverse cow girl) and a nifty little position aided by both their agility and limberness that didn't have a name so they just called it the "Spider-Man Position" as it usually involved webbing.

Tired and sweaty, sheets pulled and blankets tossed, Peter Parker lay with his happy wife close to him, she holding him as she rested on his chest. His cock felt bruised and beaten, but it had earned its rest. And as he lay there, staring up at the ceiling, all he could think of was how he had forgotten to grab the stolen money Black Cat had stolen before running off to be worn out by Mary Jane.

Fuck.

He had faced super powered foes the likes of which no mere man could possibly topple. He had encountered dangers that defined what it truly means to be a hero. He had done the impossible and more and yet still, Spider-Man never thought he would be facing this kind of challenge: being torn between two beautiful women. By all definitions of the word Peter Parker was a nerd. A dork, a spazz, you name it, he fit it. Of course the bite of the radioactive spider all those some odd years ago helped his physical stature and grew a bit more confidence in him, enabling him to win the heart of Mary Jane, the first woman in his tug of war of love and lust, and his adventures resulting there from ran him into the Black Cat, the second woman in his plaguing dilemma. So how, of all people, did this nerd/hero manage to find himself in a predicament most men would give their left arm for?

Spider-Man tossed this situation in his mind constantly since that night with Black Cat as he swung through the New York streets. He had become so common that many residents hardly peered up twice at the red and blue hero as he made like Tarzan through the jungle of concrete and metal, and he had become so used to the act that he could set his mind elsewhere while he navigated safely. What troubled Spidey the most was not the decision he would have to make, but that he hadn't made it. He naturally assumed that Mary Jane was the girl for him. His one and only, he true love. That any other woman before and after her would never compare and would never stand between them. Yet now here he was, sailing over a sea of traffic, unable to choose between the woman after his heart and the woman after this, well, his Lil' Petey.

So deep in thought that the busy sounds of the city were muted in his ears, turned down so low that he bypassed all the siren wails, the gun fire cracks, the piercing screams for help. Don't worry, these matters of criminal behavior were all tended to by the police, and as our hero swung by, the police were both surprised and pleased that for once the costumed "menace" had passed up intervening for once and letting the boys in blue earn their pay. However he couldn't turn down the volume on the unique sounds emanating from the trouble down town, the kind of sound that only comes from a super powered villain. Snapping back to his duties, Spider-Man swung with more ferocity and purpose. He needed a break from his crisis but he knew it wouldn't be for long.

Clang! Crash! Clang! Boom! The mix of metal and explosions seared the street as the infamous Doc Ock laughed with horrid amusement. Clutched under his human arms were two high tech devices he would undoubtedly use for his own evil ends. Most villains and even small time crooks stole such things to sell on the black market and use the money for weapons far too powerful for their own good, but a brilliant mind, though wrought with insanity, like Dr. Octavius' would simply improve on it, for the worse of mankind of course. So amused with his destruction, arrogantly slow and methodical, he didn't notice the costumed hero swinging in towards him, legs parallel to another and feet flat and aimed at the doctor's chest, before it was too late. The incredible impact sent the doc off balance, his arms loosening to drop the devices, only to have them quickly webbed and swung out of reach on a roof top, laid safely to be returned later.

Landing on a lamp post behind Doc Ock, Spider-Man leered over him mockingly.

"Now now, Doc, if you wanted to play with other scientists toys you need to ask politely. I'm afraid I'm going to have to put you in time out. I think...20 to 40 years 'ought of set you right," Spider-Man mocked. His head soon craned upward as the villain pushed himself higher from the ground, his four mechanical arms extending to give him the high ground.

"Ignorant insect! Those are rightfully my inventions! Those hacks at the institute claimed them as their own after my glorious transformation. I am merely taking back my work to be completed. Only a mind of my magnitude could truly appreciate the workings of a transmuting quantomnomatic flux-" Doc Ock arrogantly replied, only to be cut off by the mocking hero.

"Compacitator hyper ray. Yeah, I know what it is. Any physics student with half a semester's worth of knowledge could have recognized such shotty workmanship," Spidey mockingly put, scoffing at the scientist turned villain.

"Gah! How dare you insult my work you meddling menace!" Doc exclaimed before launching a tentacle at the hero. The mechanical limb hit concrete and took down the post as the spider man leaped out of the way. Another limb was sent his way to try and catch him mid air, only to have the claw of it secured into another heft of concrete.

Before the doctor could end up using the next two tentacles, Spider-Man secured those to the street as well with globs of webbing. He piled on some concrete and secured it with more webbing as he didn't want the doctor going anywhere. Struggle as he might the octopus man could not budge.

"Good, you've settled down. While I have you here I need someone to talk to and I think you're the only one of my foes with enough IQ points to keep up with me," Spider-Man reasoned. So desperate for a second opinion, he had decided to unload his problems onto the unwilling ear.

An hour of so passed, Spider-Man's case explained and his emotions loaded on for filling The doctor hung from his mechanical limbs limp, jaw ajar as he contemplated suicide to escape hearing another word from the mouth of his foe. "So what do you think, doc? What should I do?"

Blinking slowly the doctor breathed heavily as he stared at the hero. "Firstly, you are a monster. I've done some awful things in my time but tie up my foe and force them to listen to my problems? I have to commend you on your knack of evil. Secondly, you sicken me. I cannot perceive of a woman who could stand to be in a room with you for two minutes before turning to a life of crime just to spite you, let alone two. Not only two, but two gorgeous women, or so you claim. Lastly, although I may be a villain, as you have so kindly branded me, I am a gentleman and a man of honor and would never turn my back on a commitment to my lover. The fact that you are considering to do so speaks volumes of you, now doesn't it?" he finally finished, going back to hanging limp and rolling his head. "Now can I please go to jail now?"

Although most of his advice was merely malicious, Spider-Man figured he did have a point. What kind of husband was he if he was even considering continuing things with Black Cat? Although it took the ravings of a lunatic to set him straight, Spidey knew he had to do the right thing. "Sure thing, Doc. If I ever need an ear I'll come find ya!" yelled Spider-Man as he swung off to return home, after returning the stolen devices of course, and leaving Doc Ock in the capable hands of special task force of the police department to handle the doctor.

With a new outlook on his situation, Spider-Man swung more happily through the streets, wasting no time to get home. Only time spent outside his travel was to pick up some roses for his sweet Mary Jane. At the height of a swing he was pounced upon by a black and white blur, taking him down to the roof top shortly below. After a quick roll on the concrete he found himself pinned by his dirty pleasure Black Cat, smiling wickedly down at him, leaning forward to bare generous cleavage. Since his spider sense didn't go off when he was tackled he knew she meant no harm, thus no danger, and decided that this was as good a time as ever to explain to her how they couldn't see each other.

"Now where have you been, Mr. Spider-Man? I haven't seen you in a week since our last encounter," purred the Black Cat, putting a seductive tone to the word 'encounter'. Leaning close she nibbled on his neck through his suit, grazing her breasts against his chest as her hips gyrated.

Damn this is gonna be hard to do..., Spider-Man thought. Not only was she beautiful, sexy, and an amazing lay, but she was all over. Not even Mary Jane showed him that kind of wonton sexual desire. Fighting against his male urges he gently pushed away her advances.

Frowning, Cat sat up, arms hugged under her breasts shyly as she wondered what she did wrong. "Too fast? Enjoyed the little tease last time, huh?" She reasoned, perking up as she deduced that had to be the reason for his rejection. "No problem!" She happily bounced after she got off his lap, playfully swaying her hips as she innocently pouted his way. "Oh Spider-Man, I've been an awfully naughty cat burgler tonight. You're gonna have to punish me." She put on with a teasing tone. Not the most original line ever spoken, but she was too anxious for another romp with her love to think too cleverly. A first for the sexy minx.

Spidey sighed as he sat up, flowers, which were a little tattered from the pounce and roll, in hand and plucked a few stray petals from his uniform. "Cat, look, we need to talk. That night last week was...amazing, I mean...wow, really amazing, but the thing is -" He was cut off mid revelation though by the joyous squeal of a girl possessed.

"Are those flowers for me?! Aw, Spidey!" She bounced on back over and took the flowers easily from him, he too embarrassed for her to fight her. She dove her face into the petals, breathing in deep to catch the scent at its freshest. "They're so lovely, and I went and messed them up too," she finally admitted to with a giggle, finding them pretty still anyway. "And here I thought you were just gonna treat this as a sexual relationship, but here you are bringing me flowers. You ol' softy," she cheerfully said before giving him a very innocent peck on the cheek.

"That's kind of what I wanted to talk to you about, Cat. This 'relationship' can't really be anymore than a friendship," Spider-Man bluntly put. Black Cat was a big girl, he figured, he wasn't going to treat her like a child.

From the look on her face, half masked by, well, a mask, it would appear as if someone had just ripped out her heart and tossed it away carelessly. She had to fight for this though. She had guessed he may be resistant but she was so convinced that he was the one for her that she wouldn't let him say no. "But...but...," she stammered, but the words didn't come like she hoped for.

"You're awesome Cat, you really are, but I can't be with you how you want me to be. There's...another woman. I love her, Cat. With all my heart I love her. I'm sorry."

Now the words were coming, she was recovering from the train that had hit her now. "You can't be serious! How can there be anyone who understands you like I do? Correct me if I'm wrong but I think I'm the only costumed chick swinging around and leaping buildings like you, Spidey. I'm one of the few that really gets the chase you and I share. You can't deny that there's something special between us," she said, hoping to sway him to her. She caressed the spider emblem on his chest as she looked at him past half closed eye lids. "Come on, let me convince you that I'm the only girl for you."

Spider-Man was more decisive now, pushing her away again and backing himself up. "I'm sorry, Cat. I can't deny that there is something between us, which is what makes this so incredibly hard, but I don't think we can see each other again, even as friends. I fear I may fall for the temptation you bring. My heart belongs to another and the mere fact that I couldn't see that truth so clearly then as I do now troubles me." Spider-Man, hating himself for having to do this to Cat, never figuring she would be so devastated, started to turn from her. He didn't fathom that she would be so crushed. He had known her as a playful thing, so carefree and seductive that he only figured she wanted him as a sexual thrill. As arrogant as a thought it may be, he imaged that a lot of women would love to sleep with him just to say they had. Black Cat seemed to harbor more feelings beyond that for him and that's what was tearing him up inside. He felt like such a prick but he knew he would feel worse if he didn't stay true to Mary Jane.

"But I love you, Spider-Man!" she yelled to him, nearly breaking down into tears as the man of her dreams was walking from her.

He stopped and sighed. "That's just it though, Cat, you love Spider-Man. There is a man under this mask, and both his and Spider-Man's heart belongs to another. You only want the costume, the hero. That night one week ago I offered to take my mask off for you, to show you the man underneath, but you denied me that. You don't love me, you love Spider-Man, and that's only half of me," he explained. He hadn't considered that himself until the words were spoken, each syllable coming out as if it had been on his lips waiting this whole time.

She was speechless, unable to move, to grab out at his arm to try and stop him from swinging away but there he went. Away into the night. Every sound around her became muffled and dulled as she leaned back against a wall. Her plump lips parted in confused breaths, unsure of what to do with herself. She had given herself to him, she had bared her heart and soul to this man and he rejected her. Not since her days in college, since her last boyfriend, a man she'd love to forget, had she even let another man touch her like she had let him. What was she to do?

Although he felt horrible for Black Cat, Spider-Man felt clearer than ever before. He knew where his heart belonged now and nothing would cause him to doubt that again. As he climbed into his bedroom window he found MJ asleep, nestled under a plump comforter. No nighty and naughty undies on her tonight, not like last week (which is not to say their sex life is a once a year affair). He peeled his costume off and climbed into bed with her, kissing the nape of her neck and dozing off peacefully for the first time in a week. Still saddened by the state he left Black Cat in, he knew her, he knew she would bounce back and find another hero to lead on chases that showed off her every muscle and curve. Another man to giggle at and tease, to lead on only to let fall. Another hero to convince to let her go another night a free woman. The fact that he couldn't get her off his mind will not capture his attention for some time.

Elsewhere Black Cat sat on a building ledge, the building where she gave herself to him. That bastard she trusted and then let stomp on her heart. Each petal from the flowers she had taken from him fell with the words "he loves me not" muttered in her head. No silly game from childhood could undo the facts of what was now her gross reality. She grimaced as each red petal drifted slowly to the ground, to be ignored and trampled on by pedestrians.

Peasants. She thought. Mortals, even. I bet this other woman is one of them. A simple girl with no uniqueness like myself. She doesn't deserve him, and he doesn't deserve me! Her emotions were rampant through the spectrum available. Jealousy, anger, loneliness, depression, and still even love lingered. Sitting on an emotional landmark for her, with such screaming feelings pumping through her, it was no wonder it found her. She might as well have been screaming at it to come, begging it to her. That empathetic ooze, that leeching oil that had been searching for a partner since it had lost two hosts and escaped that overly sterile Richards lab. Crawling day after day, night after night, dripping and gripping along the cracks of society, slithering through the underbelly to find someone who was in need enough of it, who could produce the thrill it needed. It made the process so much whispered to her, a faint tickle in the back of her mind that she willingly accepted as her own voice, as the sympathetic reassurance that she needed now more than ever. It was only too late before it had snared her, wrapped around her and oozed over her ever curve and contour. Though they always start scared and confused, they eventually accept it, accept the Symbiote as a part of their person, their new person. It would give her the power to get what she wanted, to be with who she wanted, and to remove any competition that stood in her way. The black alien material, the life form, slithered towards Black Cat, attracted to her strong emotions. This was a very empathetic creature, drawn to misery, hate, and desire, and Cat was radiating them all at once. It was subtle, this creature, slow to approach as in its current, host-less, state it was weaker than most; it had to be convincing, sympathetic to her wants and needs. It started on her gloved hand, she unable to notice it through the leather, and it began to ascend her arm – aching with desire to touch her, to be with her, to be her. Like a lover's touch it parted back the few strands of white hair that rested on her shoulder and advanced towards her pale skin. Her eyes blurred with tears, shut tight to keep out any liberated mascara, were blind to the advances of the ebony ooze. The creature was so soft and gentle she didn't feel it, at first, when it reached her skin. Soon, however, she could feel something dripping between her heavy breasts, something cool and soothing, but more importantly something moving. Startled, her eyes shot open to see the inky mess pouring into her cleavage and spreading out around her globes. Panicked, she dove her hand into her cleavage to try and pull the oil slick from between her tits. While it was moving slow at first, it sensed her movement and suddenly darted out of sight, slipping between her large breasts. Cat reached between her generous girls but found no trace of the "thing". Determined not to just ignore this odd development, she plunged her zipper down to open up the suit, revealing down toward her navel while still concealing most of her breasts. For a second she saw the thing wrapped around her stomach, and upon being revealed it slipped around back. The symbiote had to move fast. It knew she was scared, and now it was feeding on that and was a bit scared itself; but determination was key. Her emotions, her deepest desires, they were all so delicious it had to have more. It raced across her smooth skin, relishing in the heat that rose off her body. There was very little room between her flesh and the suit, but it being a creature of liquid it easily traversed her form, finding its way to the small of her back and pooling there for a moment of rest and planning. Though scared, in the back of her mind she was feeling some pleasure from this weird sludge that was admiring her. The way it felt on her flesh was divine, but fear took over any sort of pleasure (and, in a way, fed her pleasure) and she was more concerned with getting the thing off of her. Unable to track it any further, she pulled her costume down to her waist, exposing her full, gravity-defying, breasts to the night air. Her nipples began to harden to the chill breeze and the rest of her broke out in goosebumps. Unable to see the alien, she cupped her breasts – feeling the flesh of the globes and searching for traces of the intruder. After lifting and working over her tits, she ran her hands over her stomach, feeling no sign of the symbiote. As she relaxed a bit, she became more aware of where the creature was. Her hands slapped around behind her, landing on her back just above her heart shaped ass. For a moment she felt her palms splash onto the creature, and it reacted immediately, slithering away – over her tush. Immediately she yanked down the rest of her suit, ending just short of her knees. She could feel the symbiote cupping her bottom, forming itself around her and slowly stretching out. Quickly she tried to grab it and pull it off but it wouldn't budge. Again she began to panic, and since she couldn't get a hold of the slippery creature, she slapped it with her hand, effectively spanking herself, which felt better than she liked to admit. The symbiote did feel her slapping, and again it began to race away from any threat. As it slid away, it saw her slap her ass once more, this time on bare flesh, as it poured over her strong thighs. For its short time on her body, it had a chance to study her mind and flesh, and knew now what it had to do in order to convince her to take it on as her partner. Before it could advance further down her stems, it turned and went back up the front of her legs and cupped her bare pussy. When the alien reached her most intimate of places, Cat let out a yelp and instinctively slapped her hands at the creature, as if to shield herself from it even though it had already reached its destination. She fought with it for a moment, but soon the pleasure of having it there overtook the fear she had been experiencing. Biting her plump lower lip, Cat began to doubt what she was feeling, but soon found herself massaging the alien into herself. It was so delicate, subtle, in its motions, managing to tickle every nerve in a new pattern. Her mind was going wild and finally she gave in to the sexual advance. The symbiote had never had this flavor of desire before, this sexual heat that was radiating at her core. It began to explore further, tasting her juices as they collected on her inner walls. It was far more powerful than the desire for power, to kill, and much more satisfying. It had to have more! As she grew in want, it grew in strength, and its form began to expand, both inside and outside of her. It was stretching over her flesh, dripping down her long, toned, legs and around her plump ass. Cat moaned deep and feel back against a nearby wall. Reaching down, she helped off the rest of her suit, kicking the old suit away as she began to accept the new one. As it worked on her, she could feel herself connecting with it. She knew what it wanted, how it could help her, how it would empower her to get the things, and people, she wanted. Her fingers pushed into herself, driving the symbiote in further, and coating her walls in the alien. Hands drifted away and rose up on her body, leaving droplets of the creature along her stomach to expand on her their own. She cupped her large tits, moving the symbiote on her hand over her globes and feeling her knees go weak as she felt it on her sensitive nipples. Once her breasts were lathered up in the creature, she moved her digits to her mouth, running the ink over her lips and licking it off her fingers. It tasted like desire itself. Their minds nearly in sync, the symbiote read her desires like a book and reacted accordingly. Even after her hands left her full breasts, it felt like they were still there. It massaged her flesh like her hands had been, pinched her nipples and constricted so it could squeeze them, lifting them and letting them drop back down under their own heavy weight. It appeared as if her boobs were moving of their own free will. While inside of her, it no longer acted like a lapping river, and now took the shape of a lover's member, stretching her out and filling her up. It pulsated, growing and shrinking inside of her to mimic the act of a cock fucking her silly. Even her ass was accommodated, letting her feel like she was being taken on by two men at once. She had no name to scream, no words to use to describe what she was feeling – all she could do was scream and moan. She even began to drool as she sucked on her fingers, tasting the symbiote and trying to give it as much pleasure it was giving her. She soon realized, however, that everything she felt – it felt. Cat began to grind back into the wall, turned to press her breasts into the brick and thrust her ass out into the air. Falling to her knees, she found herself writhing on the ground, trying to grip onto something to keep herself from falling into the sky. She had lost count long ago of how many orgasms she had reached. It seemed that with each one the symbiote drank up her juices and wanted more so it pushed even harder – and her body was more than willing to accommodate. Her body was mortal, however, and it had its limits. Thankfully, the symbiote understood this and slowed down when it needed to. Cat was panting for awhile, trying to catch her breath and come back down to earth. The creature was still moving, always moving, over her flesh – but so slowly it couldn't be seen, only felt. Purring, Cat stroked her body, petting the symbiote for a job well done. Both now understood each other and knew they were going to get along famously.

The streets of New York were desperately cold, a dark and chilling freeze that put anyone exposed into a state of unease. Bags clutched tight to chests and bodies huddled over as they quickly shuffled to get to where they needed to be so they could warm up as soon as possible. Despite the cold, however, the denizens of New York, specifically those at a local night club, knew how to keep warm. Body heat radiated as it accumulated in the club, hovering above and hugging tight to the huddled masses of dark dancers and ravers littering the dance floor. The concerns of the outside world put on mute as the music was turned to 11. Dark make up and clothes adorn these frenzied club goers, gothic in nature but just as lustful as anyone else. There was one amongst them that could be proudly put on a higher pedestal of desire, though. Felicia Hardy, better known as Black Cat to those of the night life, went by no name tonight, just simply a woman who gazed into the crowd of gothic patrons like cattle, scoping out the best one to suit her needs.

Having recently come in contact with the sinister parasite, the Symbiote, and soon after learning the possibilities of her newfound suit of choice, Cat wanted now to sate her thirst for sex. While the Symbiote feeds off adrenaline, urging its host to attempt many acts of danger to fuel its nourishment, it found that this particular host would be better suited to produce it through a sexual means, and she was more than well equipped to supply it with what it needed. Her generous breasts were hugged together nicely in the dark corset, rising and falling like dough in the oven with each intake and exhale of breath. Waist pulled in and curved outwards again at the hips, exposed nicely from a few inches above the navel down to just above the pelvis region. The only manner of clothes keeping her from being outright indecent, though she guessed few would complain, were a tight pair of black pants, matching the sheen and texture of her corset and fore arm length gloves she wore. Though appearing as to be leather, her attire was made up by that slippery substance that had joined with her in her quest to make herself feel better after Spider-Man's rejection of her.

Soft, plump, and dark lips were seemingly permanently put into a soft smirk, devious and almost cruel as she studied the stock of young, virile, agile, and horny youth that made up the crowd of gyration and wonton sexual chemistry. Hell, she could even make out a few fucks going on in the crowd. A lifted skirt was all one needed to screw his lover. No one would notice in the midst of all the body to body dancing and thumping beats and blares of the death metal instruments, and it would be unlikely if anyone would mind. More obvious "love" making was going on in the various rooms over-looking the dance floor. Breasts and asses pressed against glass as it was fogged by body heat and panting breath. Oh yes, this was the ideal place for her to find a mate.

Elsewhere (yes, it must be mentioned, sorry to pull you away from the free sex), Spider-Man soared above the streets. Sadly he had no dark princess to gyrate on his crotch to keep him warm as he swung from building to building, and the fast swinging against the chilling wind didn't help the bracing cold stinging against him. What he wouldn't give for a fight against Pyro right about now. His attention, however, was rather divided. While the cold certainly was a matter of concern, what troubled him more was the lack of Cat he had been seeing as of late.

It was barely three weeks ago that he had let Cat down, explaining the situation and how he was in love with another and couldn't betray his wife like that, though he didn't say the other woman was his wife. Perhaps if he had she would have understood better, but he can't give details like that out so carelessly. Over the passing days he worried if he had hurt her so that she would not speak to him. He wanted to remain friends, a phrase he heard from too many girlfriends before Mary Jane, so he knew how much it sucked to hear that, but after not running into her for so long he wondered. Granted the majority of their meetings were just delightful romps across the city, giving chase just to pass the time if not to foil her theft of some ancient jewel, artifact, or just straight cash, but they could always part ways knowing that they had fun in the process. If only he hadn't given into his urges and succumb to her seduction none of this complication would have happened.

Despite his worry he knew she'd be alright. If Cat was anything, she was resourceful and could take care of herself. Having given the city enough of a patrol tonight, he decided to head back to his apartment early tonight and see if Mary Jane wasn't too tired from her photo shoot. Ah, to be a nerd and able to go home to a super model after a day of being a super hero. How any situation managed to worry or depress him is a mystery.

Back at the night club (yes, we're finally back), Cat had found her mate for the night. He was a young lad, no more than 25, fresh faced with a chiseled chest and not afraid to show it. She had spotted him dancing in the crowd, switching dance partners as one would push her way to him, each one more aggressive than the last. By the time Cat had decided she would be the one taking him home. It wasn't hard prying the girl before her off of him, the Symbiote gave Cat an inhuman amount of strength to work with and in no time she was dancing with the man, pressing herself wantonly to him, letting him take in her scent as any space between their bodies was snuffed out with hot flesh.

Although the women before the white haired vixen were certainly attractive, she was something out of a romance novel (or well produced porno). Every aspect of her was perfect, and he had plenty of opportunity to study. She moved like mercury against him, teasing him with brushes of her breast against him and then satisfying with a hard grind against his crotch with her tight "leather" clad ass. He moved his auburn bangs from his azure eyes as he watched her, finding himself doing less dancing and more just being a steady object for her to perform on, though if she continued like this he would be finding his legs quite useless and rubbery.

Given by his increased heart rate, noticed whenever she ran herself against his chest in a slow and torturous fashion, and iron hard dick threatening to tear the fabrics of his dark jeans asunder, she knew she had gotten him primed and ready. Again with that devious smirk, as she conversed with the Symbiote in her mind, she turned and held herself tightly to him, she began to whisper her plan into his ear, her plump lips flicking against his earlobe as she spoke.

He felt like a preteen virgin being confronted with a fantasy woman to make him into a man. Palate dry from subtle panting, he nervously licked his lips and nodded in agreement to her. His ringed hand was taken by her gloved one and he was escorted through the sea of people, cutting through them effortlessly as he was lead by a woman possessed. He found himself pushed back into the passenger seat of the appropriately dark sports car she had driven there before he could blink. She had moved so quickly, but he figured he had just been moving slow, not gathering that she moved with such speed and agility that he would have suspected something fishy if he wasn't so turned on.

Determined to sate her hunger for the night, she spared no time getting into the car herself and driving off. She needed to find a more befitting place for their activities, but sadly the place she had in mind was way across town. Pity it was so damn good and that night club held such good stock. She stopped for no stop light and obeyed no speed limit. It was amazing that she wasn't caught. A quick and subtle lick to her lips was made as she peered at him from the corner of her eyes. Damn it, she couldn't wait, but she couldn't stop either. Instead she did what women do so well: multitask. Effortlessly she fiddled with his pants, skillfully unbuttoning his pants and tugging down the zipper. She would have just forgone that if she knew there would be any room to maneuver in those tight pants. She was delighted to see his hard-on hadn't gone down since the club so she didn't have to waste any time preparing it.

She moved so quick and without words, a face full of determination, that whatever she did he would notice only until it was half way to completion. His eyes rolled back into his head as he leaned back into his seat, sinking down as she turned his stiffy into jelly. Her hand moved so expertly and she didn't even have to look over to know what she was doing. The way her palm pressed and pulled away against the shaft, the dance her fingers up on as she jerked him off with gloves so warm and soft he swore he was fucking a pussy. He did his best to hold back but under such expert skill, a far cry from the typical sloppy work of the girls he usually finds, he could do little to stall the inevitable release.

Cat knew all of what she was doing though, and felt the twitch his shaft, the incoming stream of hot semen. Fingers were wrapped painfully tight around the base of his dick, sealing off any jizz to pass up and out.

He snapped to attention as pain was added into the ocean of pleasure. It wasn't exactly killing him, of course, but being denied that sweet release from such a phenomenal hand job was just cruel.

"Hey! Come on, you can't just jerk of me off and then close the curtain before the big finale!" he protested, saying his first words to her all night.

"Since I was nice enough to give you the hand job, I think I have every right to say when it ends and how long it goes on for, and you have not even come close to when I want you to come," she spoke, eyes transfixed on the road still.

"Well it's my fuckin' dick! You need to clear this shit with me first. I mean, don't' get me wrong, I don't mind a little spank and tickle, but-"

"But nothing!" she snapped back. The symbiote had elevated her aggression level and she would need to keep that in check if she was to remain under the radar, at least for now. She cleared her throat and let go of his cock, setting her hand back on the wheel and his dick still at ready to burst, but she had kept it stopped long enough that it wouldn't prematurely explode. "Tonight, cutie, I'm going to be calling the shots. Maybe you were too distracted by my tits in the club, but I've already gone over this with you. You'regonna do as I say and satisfy me first. Then, if I like you enough, I'll give you that sweet release you want so badly."

She spoke with such a sultry tone, smoky voice, and firm control that he could find no fault in what she suggested. Though he was typically the one in control of any sexual encounter he was in, finding himself on the other end of the leash was oddly thrilling. As the car finally stopped, he looked out the window to the dank looking building. It was quite dark and dirty, and most likely abandoned, and he gathered he might catch a disease in there if he wasn't careful. As he thought this over he zipped up his pants and stepped out of the car, his eyes leaving her body for one of the few times since she had caught his attention.

"Doesn't look very clean," he stated simply as he peered up at the broken windows and poor state of it all.

"Neither do you," she snapped back as she got out of the car, parked in the shadows of the building.

He grimaced at the insult but figured it was all a part of her little dominatrix routine, however she got off. "I don't think it's safe either," he reasoned with her sternly.

"And you think I am?" she inquired with a sultry smirk and tone. She walked over to him with faux innocence and tenderness, her hands massaging his chest and shoulders alternatively. "Come on, cutie, you don't need to worry about any loose rodents or spiders in there. This little pussy cat will keep you safe," she stated seductively, putting extra emphasis on the 'pussy'.

Convinced, and feeling a little bit manlier when she wasn't seizing control, he nodded and agreed to her choice of getaway. It wasn't as if he had a choice anyway. One way or another she was going to get satisfied.

"Good, now come on, before all this cold night air cools me down," she flirted with a nibble of her lip to flare it up and took his hand in her own and playfully ran him into the building. She led him up several flights of stairs, liking the heights and figuring he was enjoying the few of her ass he was getting, so she made sure to put extra sway into her full hips.

Although he was enjoying the show her ass was putting on, he was grateful to finally reach their destination. As she opened the door and walked in without him, he looked in amazed at the change of décor. As if to satisfy his complaints about the dark and dreariness of the building in general, the room was fixed up with lights, though turned seductively dim, plush pillows and blankets on a king size bed, and more toys and instruments of pleasure filling the room than he knew what to do with.

Silently behind him she closed the door and pressed herself firmly against it and stared him down, smiling wickedly as she moved to pounce on him. He barely kept from falling back as he caught her in the tight embrace. Her lips locked to his in frenzied and sexual kiss, her tongue moved within his mouth in a way to preview what it would do to his cock if he was a good boy. As they kissed, her hands roamed all about him, feeling him out more than how she did at the club. She squeezed his ass, gripped his dick, felt his muscles, taking it all in to pin point which part of him would be best at satisfying he with. Given the confidence of his tongue and soft pouty lips, she opted for that.

As she studied him, to him it was just the normal array of grouping, though she was more thorough than he was used to, he did the same to her. Her ass was cupped, her pussy teased, her hips and thighs and her breasts squeezed tight to his chest as he hugged her close. Taking the first bit of control that night with her he broke the kiss, to her glare (though he did not notice), and moved to bury his face in her wanting breasts.

Although she was displeased that he took matters into his own hands like that, she was appreciative at how he proved his mouth would be the best choice to please her as he treated her breasts wonderfully with that tongue and those lips. She held his head to her cleavage with passionate moans resonating through the room. As he made out with her tits, she felt him trying to tug her corset off. His fingers fought to get a grip under the corset and pull down but just couldn't manage to get between it and her skin. This led to some wonderful, unintentional, tit squeezes but he might get suspicious too soon. Also, if she wasn't careful she would smother the "poor" boy, though it would hardly be a bad way to go but then she wouldn't get off so she had to release him.

He pulled back with heavy breaths and a laugh. "Wow, so glad you appro-" but he was cut off for the second time that night as she shoved him back onto the bed. He landed on the softest best he had ever encountered and let himself the feel of the plush on his naked skin for the moment. When he did look back up after no more than five seconds, knowing just the sight of her beating the feel of the bed, it seemed she had changed her attire rather quickly, especially for clothes that seemed so skin tight. "How did you change your clothes so quick?" he had to ask, though he really didn't care what the answer was.

"Does that matter right now?" she answered with a question and his smile said that he didn't mind at all. In truth, all she had to do was let the symbiote know to change around a bit, now letting it only be shown as knee high boots on her. The rest of her, fully nude and hot, was left to be admired by the all too lucky boy. Whether it was good or bad luck was yet to be seen. She purred and quickly stripped his pants off, tossing them away before climbing onto the bed with him, slithering over his body as she kissed and licked, and her tits dragging along behind those subtle love pecks before she stopped to straddle his stomach. She lowered herself slowly to lay on him, her mouth moving to nibble and chew on his neck as her hips twitched and circled above his cock, standing at attention, just to tease the head of his cock with her steaming hot pussy.

He couldn't handle all the teasing anymore and reached his hands down to grip her ass, which she didn't seem to mind, but she would bite down hard on his skin to draw blood when she realized it was just push her hips down and try to impale her with his dick. He met with painful failure as he learned that was not a good idea, missing the mark and nearly bending his cock in half. He winced in pain as she sat up angrily.

"Bad bad boy you are," she scolded sexually as his blood trickled down her chin from her dark lips. She licked that up with more pleasure than a normal woman and smiled, rekindling her appreciation for a warm blooded male beneath her right now. "Although, I don't suppose I can blame you, but you must remember good things come to those who wait," she added. Purring softly she lowered herself back down slowly, keeping his cock in mind and being careful not to harm it further. His dick rested, well not really rested, more like stood at attention, behind her luscious tush, bucking back with every tense of his body, tapping her ass softly as if to tap out "please fuck me!" in Morris Code. Amused, she would casually gyrate her hips, brushing her ass against his member with slow rhythmic turns as she tended to the wound she put on his neck moments earlier, kissing the cut and licking the blood away.

His shutters spoke volumes as he enjoyed the attention. He was half way to blowing his load right there with the way she moved so attentively and yet so casually. He arched his back, pressing his chest up against her pillowy mounds, examining the cleavage it made, the pale flesh seeming to expand against the added pressure put against her tits. Eager to please her as well, his hands once again began to move on her, drifting down her back. His wrists were grabbed at by her hands, moving like vipers onto prey.

"Nuh uh uh," she scolded. "Remember what happened the last time you got too antsy?" She did, again, understand how he must feel. To be constantly tormented by someone you want only to have them remain in some kind of teasing limbo. Oh she knew that all too well, and she wouldn't be accused of putting someone else through such fate. She sat up again, rising to kneel over him but no longer straddle. Her hot nether lips aimed square over his adamantium hard rod. She had to pause and think. Before Spider-Man, her sex life was something of a choice of celibacy, at least that's how she chose it to me after the incident in her youth. Spider-Man was the first person she trusted with her body since then and told herself that he would be the only man she could ever trust. In many ways she still felt that way. How could she trust this man? She didn't even know his name! She felt remorse, concern, and nearly reached rejection of the whole plan before that hot little whisper echoed in her mind, encouraging her to proceed, reminding her that sex was a vital part of this new relationship, the one between her and the Symbiote, that the sexual thrill was her end of the deal, in exchange for protection from the world of pain. Understanding, she held her breath and lowered herself onto the young man, easing his every inch into herself. He was no longer or wider than Spidey, she hoped she would stop comparing men to him, but fit the bill of average. Nonetheless, she had already decided that his oral skills would be what would bring her to climax.

What would bring him to climax would be everything and anything she did from then on for him. She was incredibly warm, so tight and wet. He felt a sense of pride as he was slipped in so easily into such a tight space – she must have wanted it more than him to be so aroused. Little did he know that it was just the Symbiote increasing the sexual stimulation she felt, making it easier to convince her to proceed and supply it with the adrenaline rush it needed to survive. To him, though, it just translated to he was a sex god and for him to get a woman this gorgeous aroused must have meant that he was one fine stud.

Oh sure, she found him attractive, if she didn't she wouldn't have picked him out to take home, but he was no super model. He was fit, virile, young, and horny as hell. He fit the bill well enough for her. As she did with Spidey, though lacking the motivation of love and admiration as before, she gyrated against his hips, grinding her walls against him. Her hand braced against his stomach to keep herself steady as her movements picked up. A hand raised to massage her breast, squeezing her nipple, causing her to moan softly and shut her eyes, imagining she was with the man she wanted but could never have, the man she loved and hated all at once.

Not to be outdone, or at least made to feel like he was just there to enjoy himself, he put some vigor into it, raising his hips and moving them about like hers, though trying to do so in a way to dance with hers. If there was one thing he was good at it was dancing, which was all in the hips (heh). Not wanting to be too forward with his hands, having learned this seemed to upset her, he just rested them on her thighs, massaging firmly to match the increased 'umph' he was putting into his moves, trying desperately to keep up with her.

The faster and harder he moved the faster and harder she moved, creating a wonderful cycle of pleasure and thrill. The Symbiote helped to increase the sexual thrill she was gaining, telling her body to release some more endorphins and make it all see all the more enjoyable. If she wasn't careful though she would tap into that super strength and wiggle her hips so hard that she'd take the poor boy's little man with them. She would find that it wouldn't come to that though as he came to her before it could.

He grunted with a loud huff, finding no opportunity to warn her and released his load inside of her. He apologized after finding himself back on planet earth but she reassured him that it was okay. Unbeknownst to him, and just then revealed to her, the Symbiotecould keep any pregnancy from happening. It couldn't go and let its host get pregnant and get off the market, now could it?

Slipping off him, she looked down at him with a devious smile. "Now, cutie, I hope you're not too worn out from all that activity, because you still have my needs to attend to," she reminded. Not changing positions greatly, she just repositioned herself to straddle his face. She kept herself up enough on her knees to keep from smothering him but low enough so he didn't have to lean his head up. He turned the tables on her and was teasing with his mouth and tongue movements, though she was enjoying it all the same. Her breasts were firmly cupped and massaged as he focused on his work, finding himself wanting to desperately please her to the best of his abilities. His tongue moved slow and gradually got more aggressive and curious, delving into her depths and making sure to leave no fold untouched.

Gripping the head board, she rode his face with wild desire. She arched her back to fill his hands even more with her luscious chest. Purring and screaming all at once, she let herself lose control and the symbiote began to orchestrate her judgment. She had abandoned caring for his comfort and just outright ground against his face, as if he was just one of the other toys in her room. The death tight grip he put on her breasts was evidence to her that he was more concerned for his well being now than her sexual release, and this control over his life was so exhilarating that she doubled her movements against him. His hands fought against her now, but were fruitless against her super human strength granted by the black menace that had partnered with her. In fact, it thrilled her more, his scratches and punches were very pleasing to him. With his last breath she came, the hot extinguish of life being passed up into her pussy brought her to a climax that would not be rivaled by any orgasm before it, not even those given to her by that menace, Spider-Jerk. She was glowing with praise of his good work as she climbed off him, his face drenched with sweat and her sweet juices. She purred as she licked his face clean. Pushing the body off the bed, she sprawled out on the bed with a happy sigh.

The Symbiote crawled over her slowly, like syrup being poured from her feet to her neck. Her hands roamed with it, and she gave a pleased moan. This helpful alien had aided her in forgetting about Whatshisface-Man and realizing that she didn't need him to be satisfied. She would soon find, though, that the Symbiote doesn't play second fiddle to someone for too long.

Back at Peter Parker and Mary Jane Parker's apartment, Pete and MJ were sharing a less fatal act of sexual activity. On her knees and gripping the sheets, MJ held her ass in the air as Pete drove his cock continuously into her red hot pussy. Her screams and moans were buried into the pillow she bit into. Sweat glazed them both, their skin gleaming in the fresh moonlight as it filtered through the curtains. Her ass was taking on a rich shade of red from the numerous spanks it was, and had, receiving. Everything was a lot brighter suddenly, and Peter had to shield his eyes as he saw a bright flood light breaking through the curtains, accompanied by the harsh, crashing, sound of propeller blades. Soon, over the sound of MJ's panting, though it was dying down as she saw the intrusive light now as well, and the helicopter's blades, came a familiar voice, graveled and gritty.

"Mr. Parker, this is Nick Fury. S.H.E.I.L.D. requires your presence immediately. Please get dressed now."

Still nearly blinded and dumbfounded, Pete searched for words and finally had to resort to a clever quip. "Can you give me like…five minutes?"

"Ten minutes," MJ corrected.

"Ten minutes?"

How is it I came to this point? Working with S.H.I.E.L.D. on some tracking down a villainess who seduces and fucks her victims to death – with the aid of the Symbiote? I feel like I'm part of some kind of horrible fan fiction. That, along with many other thoughts, swam around in Spider-Man's mind as he sat lazily at the round metal table, baring the S.H.I.E.L.D. emblem so egotistically, as he waited for Nick Fury, the cycoloptic director of the group, to elaborate on what little information he had given the assembled heroes. His great white eyes on his mask put gaze on each member of the group and he could already deduce that there was slim pickin's for the assignment – perhaps Fury wanted it that way. Along with himself, there was Reed Richards, Iron Man, and Rogue, as well as a plethora of willing S.H.I.E.L.D. soldiers. To say the least, it was a rather odd group they had going on, but a balanced on. Acrobatics, intelligence, resources, and…well what Spider-Man could figure was sex appeal, given the nature of their target. He could already deduce what purpose each one would serve, but rather than blurt it out in a stream of sarcastic and witty remarks, he would let Fury fill them all in on the plan.

With hands planted firmly on the edge of the table, Fury leaned forward and let the glow of the holographic information before them illuminate his face in such a way like a flashlight under his face as he told a ghost story.

"I've gathered you all here because we are facing a rather unique and original threat to our nation's security," Fury started, standing up straight again as he pressed a button on the table to bring up all the necessary holographic information to hover above the table as he spoke. "A new villain has emerged onto the scene, rather behind the scene actually. She works quietly but without mercy. So far she has been linked to several murders and thefts. She targets members of night clubs, seduces them, and murders them without any further delay."

"Now see, that's the part I like," Spider-Man interjected. While of course Spider-Man's true identity personality wouldn't have the gull to make such a comment, behind a mask and without any real responsibility to act like a married man, he found said gull.

"Then you'll love this, Spider-Man," said Reed Richards, speaking up from his paper work as he stood, taking control of the imagery shown in order to explain what information he had to offer. "Along with her natural affinity of charm and seduction, this new character seems to be in possession of the body suit organism, the Symbiote."

As Richards predicted, this did interest Spidey. He sat up more alert now, as if getting a shock to the base of his spine, and hung on every word said from then on. "The Symbiote? How's that even possible? I thought we had that thing locked up tight."

"Yes, well unfortunately it's obvious it escaped," echoed the metallic voice of Iron Man. "Despite the top notch security put together by myself and Dr. Richards, the Symbiote continues to prove to be exceedingly difficult to contain."

"Is that why you're here then, Iron Man? Because the goop's escape makes your cages look bad?" teased Spider-Man. He had already figured that Reed was there because of his expertise on the alien creature. Richards had worked with the creature before and was the one who discovered its susceptibility to fire and sonic emissions. Now it was time to see why Iron-Man was in the fold.

"Actually no, and I can tell you all why you're here if you would kindly let me finish," said Fury in a rather irritated tone. Just what I need, a room full of egg heads constantly trying to be the center of attention. "As I was about to say, we are dealing with a symbiote enhanced woman whom we have dubbed 'Succubus'. I have brought Dr. Richards here in order to help with the understanding of the Symbiote behavioral patterns, and Iron-Man is here to help develop a technology to disarm the creature without too much damage to the host."

"Then why am I here, sug'?" spoke up the Southern belle, Rogue, her voice thick with her, of course, Southern accent. "Seems like ya'll have more than enough brain power to think this gal down."

"You are going to be our soldier, Rogue. Because of the nature of your power, bringing down Succubus will be as easy as getting her to touch you. She doesn't seem particularly violent, especially in her seduction of her prey.

"Now what the hell are ya'll insinuating about me?!" asked Rogue, rather angrily.

"Nothing at all, Rogue. We didn't pick you because of any kind of sexual orientation, just that you probably won't have to lift a finger to bring her down and we want to bring her in as easily as possible, as well as separate her from the Symbiote.

"So Mr. Fantastic covers the Symbiote, Iron-Man is handling the tech, and Rogue is taking it to the streets. Why am I here then?" asked Spider-Man. Certainly he has had more experience battling the Symbiote more than anyone, but they weren't dealing with Venom or Carnage, but a new host, and a strange one at that. Typically the latest host of the Symbiote went straight for him, usually because of some kind of revenge or just madness, but this new host was docile – as docile as one can be with a Symbiote sucking at your brain.

"Because of whom the host is, Spider-Man," answered Fury as he clicked the button on the table, scrolling to the next image they had on file. This made Spider-Man sit even more alert. On screen was a clear image of the face of Black Cat making contact with the Symbiote.

It can't be, Spider-Man thought. Not Black Cat. She's smarter than that. Why would the Symbiote want her anyway? It's always just been attracted to those in emotional distr – oh no…

"As you can see, we believe Black Cat is the new host of the Symbiote. That's why we have brought you in, Spider-Man, because of your past with her," Fury, elaborated.

"Past? What past?! What are you insinuating?!" Spider-Man defensively asked. He immediately thought they knew about his tryst with the curvy cat burglar.

"Simply that you and Black Cat have been seen on numerous occasions together throughout the city. Why?" asked Fury.

"N-nevermind…"

Elsewhere, Cat was working over another victim, grinding into his hips with fervor and desire. With each passing night, her sexual frustration grew more and more. She was in a constant state of heat and felt she may have been getting sloppy with covering her tracks. She had to be ready, though. She wanted to be in peak performance for when she finally got a hold of Spider-Man. Her moans of pleasure were mixed with moans of confusion and panic from her latest mate, his cries muffled into the ball gag as she now bounced furiously on the poor lad. It was hour 15 in their little fuck fest and to say the least the no longer willing participant was exhausted. His body was drenched in sweat and in state of deep red and purple. Scratches and bruises littered his body from the rough play Cat exhibited and continued to. Needless to say, his appendage that she currently worked was far too sensitive to be straddled at the moment. Her stomach tensed up again as she brought herself to another orgasm, her juices pooling with the rest near their thighs before she finally removed herself from the drug aided erection. A sigh of relief fell over the young man as she finally got off him but soon another scream of panic came as a liquid black tentacle sprouted from her hand and ended him quickly.

Sitting up and letting the Symbiote cover her fully again, Cat carried herself to the mirror and sighed. It wasn't enough for her. She was still racked with passion and desire. Still, she wasn't ready for Spidey. While 15 hours was certainly a long time, she felt it wouldn't be long enough to outlast the radiation aided stamina of the friendly neighborhood super hero. So tomorrow night, she would find herself a female victim. In her experience, they always lasted longer than the men. Looking in the mirror, she admired her body. Her pale skin contrasted against the seething black alien suit. As she admired it, the suit reacted and moved gently against her body, massaging every inch of her form perfectly to thank her for such compliments of it running in her head. Purring, her hands ran over her curvaceous body, tracing her finger tips along her toned stomach. A small giggle escaped past her plump lips as she shook off the distraction the suit brought on. "Now now, my little pet, I can't play right now. I have to shower before we go out, mmkay?" she said sweetly to the dark suit. The kind scolding sent the ooze peeling off her form, pooling on the floor and sneaking off into the shadows. If it had lips, it would be pouting.

So as to not let that brush off be in vain, Cat made haste to the shower. Stripped of her covering already, she merely had to turn on the water and reach into to test the temperature. Once the point of steamy was reached, she stepped in and pulled the curtain closed behind her. She had to wash up to remove all the sweat that had built up from her heavy work out on her latest victim/toy. Squirting a palm's worth of body wash into her hand, she lovingly applied it to her form, lathering up the soapy suds only to have it be washed away from the pouring water. Her hands worked over every inch of her body, cleansing her body from head to toe as she leaned back to wet her long blonde locks.

Lurking in the shadows was her favorite playmate, the Symbiote. It lingered alone for awhile, slithering closer and closer until it began to pour into the tub, pooling around her feet with the water secretly. Slowly it crawled up her ankle, wrapping around her long tanned legs and higher and higher still, so slowly and perfectly that it remained unfelt until it reached her hips.

A high pitched squeak emitted from her as she felt the alien hug her body. Knowing now what had just clung to her, her panic left and she smiled a devious grin. "Aww, did you miss me that much?"

She was answered quickly as the symbiote not only continued to crawl up further, but pushed a bit of itself into her wet (from the shower) slit.

Again she squealed, never having felt the symbiote do that before. It must be becoming more adventurous, daring, and hungry. She slapped her thigh, and by extension the suit, and giggled. "Naughty pet," she cooed without a trace of discomfort in her voice. She decided to let the suit do what it willed, interested in what it would do and also flattered that it would be so loving.

By now the suit had covered her from toe to neck, covering her silky form in its dark self. It pulsated and ground itself against her skin, working every pleasure point on her body in a rhythmic dance that only it could achieve. It flowed past her velvet folds and caressed every point it could in her dripping heat. As it played with her clit, her nipples, hard as diamonds now, were also being tweaked. As versatile as it was, it wasn't hard for it to find and work her g-spot.

Cat sang out a song of absolute pleasure as the symbiote's playfulness quickly turned into sexual want, not knowing it was merely doing this in order to get more of what it needed to feed, her adrenaline. She was thankful it was keeping her steady in the shower as she panted and flailed about, reaching for someone or something to grab onto. All she could think to do was run one hand through her soaking hair and have the other hand cup her burning heat.

It had already brought her to several mind shattering orgasms, stronger and more than any man or woman could possibly bring her, and yet it felt in the back of her mind the continuing want of Spider-Man. It too knew this want, though it couldn't help but feel jealous of him. Even in her countless climaxes, she fantasized about Spider-Man pinning her to a shower wall as the water rained downed upon them, soaking them completely as he dominated her. Even though it was just a routine feeding, it felt almost hurt by her "betrayal". As quick as it covered her it left, slipping back into the shadows to brood and wait for when she needed it to dress.

Elsewhere another creature brooded and pouted in the shadows. Rogue had agreed to go along with the mission. She had been assured that Cat wouldn't try to kill her unless until there was some skin contact, so she could be certain she would never be in any danger. Still, she felt ridiculous. A throw back to her days of teenage angst, Rogue was dressed from top to bottom in gothic/punk wear. It was necessary in order to fit in with the gothic/punk club she was sent to scout out and be planted as bait. It wasn't until she had arrived did she realize she wasn't really a fighter in this mission, just a trap. Her boots were the typical Doc Martins and her legs were wrapped in torn fish net stockings. A very short skirt covered up, more or less, what it could with a black and pink checkered design taken from a Catholic school girl outfit. Not much more clothing until just under her ample breasts where a mid drift revealing shirt was worn, torn at the shoulders and complete with a generous neck line to display cleavage aided by a black bra with exposed straps. Her arms were covered in the same fish net style as her legs. Her chin rested on her palm as she sat at the bar, her dark lips pouting as she blew a puff of air up to move a dangly white strand of hair out of her face and back with the brown hair.

She looked across the bar at a mirror and felt a bit slutty in her get up, but had to agree it was necessary in order to attract a villain who preyed on sexuality. Not one of her more dignified missions, but at least it got her out and about. She had to admit, her girls did look rather nice in that torn Metallica t-shirt – full and natural, trying to bust free of her confining bra. As she studied herself in the mirror, a figure caught her eye. It was Cat, gliding through the crowd of dark youth. She dressed herself in a form fitting cat (appropriate, yes?) suit. Her ample bosom also on display like Rogue's, just begging to be freed. It was almost like she was taunting those who would hunt her now, displaying herself so easily as Black Cat. Rogue couldn't help but lick her lips a tad at how tasty the target looked, but kept her head clear. She was all ready to get up and try to grab Cat's attention when she realized she already had.

Cat paid no attention to the other dancers in the club, easily drifting past them with a slight push of her gloved hand. A canary eating cat smile on her face as she approached the new face at the club and soon she was upon her latest target. Her hand drifted comfortably around the girl's stomach, kept safe, so far, from Rogue's absorption powers so far due to her sleeve length glove – which, along with the rest of her attire, was simply the symbiote. Her index finger traced circles around Rogue's navel, making smaller and smaller as if circling down into her belly button. Cat looked across the bar and spoke to Rogue's mirror image, vainly watching herself work over the prey.

"Such a tasty looking morsel," she complimented with a sultry tone, still tracing little hearts on Rogue's bare stomach. "Why haven't I seen you on the menu here before?"

Now normally Rogue would roll her eyes and give the cold shoulder to such a brash move and comment – not only if she had no attraction to the other party, but also because it could go nowhere thanks to her crippling power. However, as it was her mission to get Cat subdued, and seduced too if need be, she allowed Cat to feel her up. Putting on a half fake smile of enjoyment, she sat up straight and spoke to Cat's reflection as she had done to hers.

"I'm the special for tonight. One night only," she replied, keeping with Cat's theme, as sickening as it was to her. She knew she had to keep to her level as to not alienate the target and thus spoil the mission. She only hoped she wasn't too obvious. Flirting beyond being a terrible cock tease was not something Rogue was accustomed to. A soft shudder ran through her pale form as her breast was squeezed firmly in the villain's hand, as if feeling the ripeness of her "melon". She secretly enjoyed the attention, as a matter of fact. In any other situation, she, again, would have to turn away any advances, with either blowing the person off or explaining that her power kept her from a physical relationship, depending on the person in question. That night, though, she had no choice but to allow it, and the danger thrilled her. The thrill of battle had long lost its arousing danger for her and now she found a new outlet. Forbidden to reveal her power for her own sake, it was a heart pounding ride to wait for the inevitable moment when she would be forced to zap Cat. Added to this was the thrill of another female feeling her up. For so long it had been only Rogue's hands that could cup her supple breasts and spank her heart shaped ass, but now the promise of another party being involved became more and more real. She had fantasized, sure, about being with another woman. Hell, Jean had even thrown her a few literal mind fucks to keep the girl from offing herself from the terrible loneliness her power brought on. Still, this was something different. This was real. Well, as real as it could be. She felt horrible, slightly, that this woman had to be the bad guy. Poor southern belle just couldn't catch a break.

During all of Rogue's speeding thoughts, Cat had helped herself to the punky delight. Her hands by now had reached her toned legs, teasingly shown by the fishnet stockings. "You have such beautiful legs, dear. Let's see if you can use them," she said, giving Rogue no response and yanked her off the seat and onto her feet to drag her to the dance floor.

Rogue stumbled a bit, from being pulled down and not being used to the clunky foot wear, and half willingly followed Cat onto the floor. There she was pressed in with Cat and so many other hot, dancing, bodies that she was unnerved. What if some innocent bystander should brush by her exposed skin and go into a coma? She would have to do her best to avoid that, and that was done easily by keeping as close to Cat as possible, throwing herself up against the dominating minx and nervously shifting against her.

"So, do you come here often?" Rogue asked. She had heard it said a thousand times before and swore she would never say something so cliché. And yet, she found herself with nothing else to say. She found a bit new understanding for the world of dating – if you could call this a form of courting. It was more like a shameless display of sexual ability as Cat's leg pressed itself up between her own; leather thigh grinding against cloth panties.

"Just enough, it seems. I found you, didn't I?" She replied as she felt every part of Rogue with every part of her own body. Her hands wandered about her back, searching and finally coming to her plump tush, gripping it fully in both hands and giving her a quick little spank. Cat spared no time, it seemed. She couldn't afford to. She and Symbiote were starved for more adrenaline, more sexual chemistry, more practice.

Rogue was uneased by such forwardness but supplied herself with enough confidence to keep a clear head. Again, she had to keep up with Cat, she had to let her know she was interested, at least play the part anyway. "So, mm…" she started, cut off in her question by the alarming amount of pleasure this devious devil dealt her. "D-do you have a p-place we can, mmm, go to?"

Cat gave a slow nod, filling Rogue with a bit more ease. Rogue was certain now she would get the info she needed as to where to find Cat's base of operations. "But we're not going there just yet."

This filled Rogue with dread. What could she mean? She was practically fucking Rogue on the dance floor and she – oh, wait a minute, no longer practically. Suddenly Rogue felt a latex feeling hand dip under her short skirt, which she felt was rather pointless given its size, and sneak into her panties. Now she was completely disarmed. Frozen, she just stood there with mouth a gape as the target felt around as if looking for something.

Black Cat unapologetically continued, aware of the girl's virginity of such an action, though not of her actual virginity. Purring, she began to tickle the girl's hidden treasure, working on getting to that sweet pleasure button and dancing her finger tips on it.

She shuddered with fear and lust. She didn't know if she was coming or going, but was sure if Cat kept up with this she'd definitely be coming. Clinging to dear life, Rogue shut her eyes tight, trying to escape from the public display and her own doubts about what she should do about this mission. This cat knew her way around a pussy, that was for sure. Already she felt a finger push into her folds, and surprisingly offered up no resistance, and could of sworn she felt more – but that couldn't be.

It wasn't, but easily understood why Rogue felt that way. The Symbiote branched out subtly from Cat's now hidden finger and worked the same magic on Rogue as it did on Cat. Cat was easily subduing this girl. It was the best way to convince her to follow her back to her place in a rundown old warehouse. To avoid any suspicion on how one finger could do all that was happening to Rogue, she added another finger, her middle and ringer finger gently pumping in her velvet purse while the symbiote's tendrils spread through her.

Within no time Rogue felt an earth shattering orgasm run through. Was it hers? Couldn't be. She couldn't even bring herself to such a climax. Not even Jean's mind fucks were this good. Rogue lost all comprehension of reason and reality and just ground into Cat's palm and fingers, subconsciously moving with the beat of the blaring metal pumped through the club. She bit into Cat's shoulder in primal lust, and would have drawn blood had it not been for the strong "latex" suit she wore.

Cat purred at her work and had to admit she was having more fun with this little number than any other prey she had entangled. She felt so strong yet weak. Willing but reluctant to admit it. It was a wonderful mix of polarities that was a welcome refreshment for Cat. The Symbiote transferred the pleasure from Rogue to Cat, letting her share in the girl's bliss and that only added to Rogue's appeal. She was so entranced by how wonderful this girl felt from her. Most of her prey took her for granted when they fucked, but this girl seemed to worship Cat, treat her like the sexual goddess she saw herself as, and she loved it.

After long, but feeling so short, Rogue felt empty as Cat's fingers retreated. They soon found their way into her again, but this time through her mouth. Like a hungry stray she nursed her own juices off of Cat's gloved fingers, looking up at the mark with wanting and appreciative eyes. She felt reborn, renewed. She had been fingered to several orgasms in a club surrounded by people who probably saw, heard, and pleasured themselves and/or others to the show. She was lost in the darkness and she didn't care. She was entranced completely until the possible happened. A kiss. A simple and eternal as time itself she was kissed by her new mistress. Their lips met in a soft embrace and soon tight lock. Rogue couldn't believe this. Now she knew this woman couldn't be real – no one could kiss her without repercussions, and here she was, having her tongue massaged by this goddess of desire was unreal. Like all good things, though, it had to come to an end.

"Come find me, Rogue," she hauntingly challenged and disappeared into the crowd, letting herself, the cat, be chased for once.

Standing there wide eyed and wet, she tasted every last bit that she could from her lips and pushed through the crowd to find her. She tore off her communicator and tracking device and let it be stomped on by the various dark patrons. This woman had cured her of her power somehow, or let her find control of it. She didn't know, she didn't care to know, she just wanted more of this magic woman.

She ran until her lungs were scorched with fire and her heart was threatening to crack her rib cage. Rogue had lost sight of Cat several moments ago, seeing her vanish onto the roof tops, but she didn't give up. Black Cat, by some unknown means, had managed to take away Rogue's power, or give her control of it somehow. That reason alone gave Rogue the willpower to chase until the ends of the earth to find out the answer to so many new questions. Her body drenched in sweat as her panties soaked by other means. Large breasts bounced with fervor as she ran, as if to try and leap free of her top and take chase themselves. After a few more minutes of running, completely losing where she was or was even going, she was yanked into an alleyway, spun around and pinned face to the wall.

Ah great, I lose my power the one night that I am about to be raped in some alleyway, she thought to herself. A soft wave of relief came over as she felt a familiar pair of tits press into her back as her ass was massaged so delicately.

"Found ya," whispered Cat into Rogue's ear, her plump lips brushing against her ears so teasingly.

"Cat!" Rogue exclaimed, feeling her heart throb already as she realized she had found her, or been found rather. "My powers how did you –"

Still having her pressed against the wall with her body, Cat just traced her hands along Rogue's body as she answered, her attention divided between her and her body. "I took away the fear it gave you."

Rogue was understandably confused, to a point. Her power always did create a great deal of fear in her. Fear of being alone, fear of hurting those she loved, and the works. Really it was nothing new for a mutant, but for Rogue it was much much more given the state of her power.

Sensing her confusion, Cat continued. "In short, I fucked it out of you. I've always had this theory about you, Rogue, that all you needed was a good orgasm to pull you out of the state of fear you put yourself in, and then you could grasp control of you power because it no longer controlled you."

Rogue bit her lip, part from the words she spoke and part from the touch she delivered. "That was rather risky then, Cat. What if your theory didn't pan out?"

"That was a risk I was willing to take, dear," she replied as she cupped Rogue's generous breasts, massaging them with such want and desire.

Rogue moaned and tried to clutch the wall as her ass ground back against Cat with desire. Through the pleasure a snap realization came to her and she gulped. She had remembered why she was out here in the first place, to catch and bring in Cat. She reached up to her ear where her earpiece used to sit and chewed on her luscious lip again. With the piece destroyed, she knew that S.H.I.E.L.D. could track where she had gone to very easily, and if they saw her like this she would be subject to a great deal of interrogation and punishment. Fighting against Cat slightly to turn around to face her, she spoke up with a regained amount of fear in her voice.

"Cat, you can't be here. S.H.I.E.L.D. is looking for you and when they realize –"she started, only to be cut off a second time, this time by a deep, silencing, kiss from Cat. The moment their lips parted and tongues retreated; Rogue was left muttering the rest of her thought, if she could manage to find all the words at least.

"I know, pet," Cat stated finally, her hands still drifting over Rogue's body, never getting enough of the perfect frame. "Back at the club, while I fondled you, I was looking for a wire of some kind. You are a perfect piece of bait. Assuming I knew who you were, and I do, I would know that you would of course come in full, well full enough, dress and that makes it easy to hide a wire. Not to mention how sexy you look, they knew I wouldn't be able to resist such full breasts and a firm ass like yours," she finished, giving Rogue a firm spank.

Rogue thought over Cat's words, and nodded, but was still unclear about, well, everything. "If you figured I had a wire, then you must have known I was there to spy on you…"

Cat this time nodded and replied to her words. "Indeed, but I know you won't turn me in, pet."

"How's that," Rogue inquired.

"Because you want me," she bluntly put. "And I want you."

Rogue couldn't help but feel a little hurt, being assumed to be such a sex crazed maniac that she would abandon all she stood for so she could have a roll in the sack with a murderer. Sad thing was, she was considering it. Despite what Cat had done, it was all being trumped by the fact she had given Rogue control of her powers. She couldn't admit that though, she had to do the right thing.

"In any case, Cat," Rogue spoke up, noticeably not denying Cat's reasoning as truth, but rather avoiding it, "They'll be here soon, and they will arrest you, and probably me."

"You're right, that's why I had to run so far from the bar. They'll start there and work their way outward, and find us pretty soon. So I had to run far enough to get enough time for this."

Rogue assumed she had meant the little talk, but soon realized she meant something else, and her eyes fluttered closed as it happened.

With little time to manipulate the girl further, Cat skipped the foreplay, an unfortunate sacrifice when dealing with a girl with such yummy assets, and slid straight down to flip up Rogue's skirt and peel down her panties. Her snatch was already soaking wet and the fragrance washed over Cat immediately, which made diving in all that much easier. Her lips worked a seal around Rogue's nether pair as her tongue teased and prodded. She clutched her thighs firmly and forced her treat's legs open further, allowing her to further gorge herself on the once unobtainable girl's fruit.

Rogue was in indescribable bliss. Her legs quaked, her body squirmed, her tits rose and fell with her chest as she breathed heavily from the rush of excitement, and all of it was being fed to the Symbiote by way of Cat's contact with her, though Rogue had completely forgotten about the liquid alien that had set all these actions in motion. Rogue bit down hard on her plump lower lip, giving it more fullness from the pressure she put on it as she massaged her own breasts, feeling that someone had to anyway. Nipples tweaked as her juices flowed freely into Cat's mouth and down her chin to drip into her cleavage. An unbelievable sight that neither really saw, what with Cat face first in pussy and Rogue staring up at the sky in ecstasy.

Several orgasms later, Cat stood back up, shared some juices with Rogue, and smiled as she knew her work was done. "So, I can count on your loyalty, then?" Cat asked.

All Rogue could muster up was a slow nod with a goofy look on her face. Before she knew it she was ripped from the wall with a forceful tug from Cat and forced into a sprint down the streets once more. Her legs barely functioning still, Rogue struggled to keep pace with Cat as she was led down many twists in turns in an effort to lose any chance of being followed by the eye in the sky that was no doubt already at the alley way where Rogue changed teams. She finally found rest as Cat stopped within the large warehouse she had used for her sinful pleasures. Having been led up to the "master bedroom", Rogue fell back onto the plush bed, sprawling out as she recovered from her high.

Cat smiled at her newly acquired toy and came to crawl over her, soon finding rest by her side to nibble at her neck and speak words of devious plots.

"Now, Rogue, that you're on my side, I need you to do a little favor for me, to prove your loyalty to sinful delights," Cat uttered wickedly.

Rogue had abandoned all allies before Cat for the sake of continuing the pleasure she experienced with her. Still, she was a bit apprehensive. Though put into a stupor of pleasure, she wasn't completely out of it, so she had her concerns still. "What exactly did you have in mind?"

"As far as S.H.I.E.L.D. knows, you still work for them, and you're going to use that to your advantage. When they inevitably pick you up, you're going to get a hold of Spider-Man and zap him. Unconscious, you'll bring him back here for me," Cat explained.

"But how? After our fun at the club, my powers are in the off position," Rogue worried.

"As I said, they aren't gone, just controlled, to an extent. You just need to learn how to turn it off and on willingly."

"And how will I do that? Bondage?" Rogue joked, and hoped.

"Well…sort of. Come with me," Cat smirked and sat up, prancing off into another room and getting Rogue to follow. Inside was yet another "victim" of Cat's, bound and gagged to a bed, though not as nice as Cat's. Exposed, the man wriggled and writhed as he tried to break free at the sight of his devious, though sexy, capture. She giggled and sauntered on over, dragging her nails across the boy's leg and up his body to his chest before giving a little tap to his nose. "This will be your test subject, Rogue."

Rogue felt that pain of unease in her stomach as she came to remember that Cat was the bad guy and, at this point, so was she. So she did what she could and asked questions, hoping, slightly, to punch a hole in Cat's plans and let it fall apart so she could forget all of this and just spend all her days in bed with her. "Okay…but…how?"

"Well I'm no mutant expert, but I figure since sex turned your power off, sex will turn it back on," Cat shamelessly replied, coming to sit next to the lad as she worked her hand on his limp shaft, in an effort to get it hard for the 'scientist'.

Rogue nervously bit her lip again as she confronted her morality against her sexuality. He was an attractive man. Brown hair, bright eyes, firm physique with not an ounce of fat on him. She could see herself making little rivers in the creases between his abs muscles. Licking her lips to dirty thoughts, she advanced to the bed slightly, running her gloved hands along the bed posts. Throwing her beaten morality to the curb, she pounced the boy with a slight purr, coming to straddle his lap after Cat had succeeded in getting the young man hard.

Getting up off the bed, Cat didn't leave the room, but instead moved out of the way and into a chair, taking her seat to watch the show unfold. Poor girl had been up all night and was exhausted and figured she deserved a little visual treat.

With no more time constraints and being in total control, at least as far as the bed mates were concerned; Rogue took her time with this one. She was methodical and exact with her kisses and pets on the man, working from his forehead to his bellybutton, tasting every muscle with a flick of her tongue and a press of her lips.

It helped, too, to keep him calm and help him forget that he had been kidnapped into all of this, but if he had to be kidnapped by someone then he got a good deal. Her heavy breasts dragged along his body, causing his penis to stir with envious frustration towards his torso. The occasional bump from Rogue's ass was the only contact it was receiving and all that did was make it worse. Pulling against his binds in sexual want instead of fearful retreat now, the man tried to force himself to look away, but he couldn't peel his eyes away from Rogue's deep cleavage, striking green eyes, tender dark lips, and perky ass looming over the horizon. He nearly bit through his gag ball at the sight.

Cat watched from the shadows, studying Rogue's method and making mental notes on where Rogue needed to improve and learning from her in other areas. Naturally, this all made her pretty hot, though in her frenzied state of super arousal thanks to the suit everything did. Her hand drifted across her body as the other was cupped to her cheek as she leaned on her propped up forearm. Her suit parted the path she traveled with her fingertips to allow her to touch her bare skin. Soon she began to tickle the areas where Rogue was kissing on the man's body, trying to share the feeling but knowing it couldn't compare. Still, she would remain seated, allowing Rogue to have her moment.

Rogue was caring for this man, easing him into a sense of comfort and relaxation, while at the same time maddening lust as she gave him no release…yet. Having worked her way back up to straddle his hips, she sat up, her luscious tush brushing against his diamond hard dick. Smiling, she pulled off her top casually, as if she was just getting undressed as normal. Her breasts strained against the fabric of her black bra, rising over the cups like rising bread fresh from the oven. Rogue took a moment to study the man's expression, watching his eyes even those they weren't watching her own. Reaching back, she clutched her bra clasp and gave a short look to Cat, whom she saw was enjoying her own breasts, cupping one with a renewed sense of restraint in her sexuality, and snapped it off. Her tits met with a moment of release, hanging a bit more freely but still restrained by the bra. As the straps were teasingly removed, Rogue held the cups to her chest, giving herself a bit more cleavage as she hid her girls. Finally she let the bra fall, tossing it to the man's face so he couldn't see, and allowed Cat the first glance.

Black Cat admired the girl's breasts, tracing her eyes over the shape of them. Though not as big as her own, they still were wonderfully generous, firm from her youth and sitting high on her chest. They were pale like the rest of her skin and capped off by dark brown nipples. She caught the smile Rogue was giving her and returned it with grace.

With mercy, Rogue removed her bra from the man's face and let him gaze upon her nude beauty, though still her skirt remained he didn't seem to notice. She smiled and traced her gloved hand against his cheek. It was then she realized she still had her gloves on. It had become such a regular feeling to have the gloves on that she had forgotten. Taking special care and pride in removing her gloves, Rogue was slow with their removal, but not in the seductive, teasing way she had been with her other clothes. With her gloves she removed, she was being more ritualistic, fearful almost. Although she had just tasted the man's entire torso, proving her power's reclusive state, the hands were more symbolic of it all. With both of them removed, she placed her hands on the man's pictorials, feeling the warmth of his skin rush to her own cold hands. She instinctively ground her pussy into his abs with delight as she gave a quick gasp of joy from the feeling. A whispered giggle later and she began to feel around his skin, taking in the feel of it all as she closed her eyes to it. The sensation caused her to continue to grind into him, her ass bumping back against his cock still, unknowingly teasing it with its pleasing shape and motion.

Soon Rogue realized she could be doing more with him than just feel the skin beneath her hands. Opening her emerald eyes, she gazed back down at him. He was so strong looking, muscular, lean and fit, yet bound and gagged beneath her. The power of it thrilled her, and she could see why Cat did what she did. She smirked and dug her black nails into his skin, scratching down his chest and leaving little red lines to remind him of her power over him. She gave a soft cackle and bucked her ass back once more to his dick, this time she noticed it was there. Looking over her shoulder, and then looking back at his face, she smiled at the reaction it caused. Fiddling with the buttons, she undid her skirt and tossed it. Cat had already done the honor of removing her panties not long ago and so she was left only in her boots and stockings, and both would be too time consuming to remove. She scooted back only slightly, pressing his penis between her cheeks devilishly. Reaching back, she covered the bottom of his penis and petted it slightly, pushing on it against her butt to intensify its contact with it. She raised and lowered her hips just enough to rub against his shaft, teasing him as she kept his dick from retreating, as if it could. She could feel the veins start to swell and an obvious look on his face told her he was ready to blow. He looked like a strong, virile, young lad so she figured he'd be good for several comings, at least, so she let him erupt. It sprayed up and fell on her cheeks, splattering on her high, firm, ass like paint onto the canvas that was her rear. She purred and giggled at the hot feeling of it, milking him for all he was worth and in the crescendo of it, stopped him. A tight lock around the base of his shaft with her fingers stopped him short of his high build up and she had to cackle at the rush of power she was learning to love. He groaned against the gag and she relented and released him to release. After he had finished, Rogue reached back and got some cum on her finger with a scooping motion, and brought it to her face. She studied it, sniffed it, and finally consumed it with recoil in distaste. She had figured it'd taste better, at least like her own, but it was salty and bitter. She saw the small amount of embarrassment on his face and she smiled. In her state she'd be likely to feed some of his own to him, but with the gag that was stopped in the idea form. Sadly now, he was soft, at least softer than before, and she couldn't have that. Turning around, she positioned herself with her face at his dick and her pussy at his face. As much as she'd like him to eat her out, she felt a strong enough thrill from denying him the pleasure, and instead just let it hover above him, teasing him with its glistening splendor.

All the while, Cat continued to watch, and had managed to lose her fingers in her tight snatch. It was still all foreplay to her, though, as she worked just her index finger slowly within her silky pouch. She had, although, included her other hand now and allowed it to cup her large breast, trying desperately to hold as much tit flesh as she could.

Rogue studied and surveyed the limp cock, poking it, lifting it up and dropping it, treating it like how a cat treats a strange object. She of course knew what it was, but had never seen one up close, though she had seen them in pornos and artsy films, and once walked in on the men's locker room back at the institute and found herself locked in her room the rest of the day, working away her sexual frustrations. Going on what she knew from word of mouth and, again, porn, she began to manipulate the cock with her hand, stroking it up and down, caringly at first and soon more firmly as it gained firmness. It was slick beneath her fingers from the cum, and thus easier to massage. As she played, her hips swayed, moving her pussy tantalizingly above the man's face. He groaned in pleasure and frustration, to her delight. Cautiously she brought it to her lips. First just the head was kissed by her lips, letting her feel it between them as she tasted it with her tongue. Perhaps it was the mixture of the skin with the cum, but she didn't hate it like the cum hot off the presses, so to speak. Delighted, she explored further, treating it more like a science experiment than a blow job. Her hand gave way for more room so she could lick and clean the shaft, growing braver with her actions and soon she had taken the head into her mouth, sucking on it, but not before trying to blow on it like the job's name would have one assume.

The young man was at his wit's end, near screaming against his gag as his cock was pleasured but he wasn't allowed to return the favor, even if she was in cahoots with a criminal. Her pussy glistened above him, made to sparkle against the light shining on them. His jizz still remained on her ass, giving it a slight shine against the light as well. He raised his head to try and at least press his gag against her but to no avail. She seemed to instinctively move it away when he would get nearly there. He rocked against the bed with effort to free himself, which caused Rogue to lose her focus and gave him a quick jab in the side with her boot.

Rogue was now half way down his well endowed cock and already sympathized with those girls who deep throated. She tried it, on him, a few times, but her gag reflex was far from trained enough to handle the length and girth. So with what meat she had, she tried out everything she could think of with her tongue on him. Some good, some bad, she imagined. Sadly she couldn't get a clear reaction out of him. He was either struggling with frustration or discomfort or something or other. During her first blow job, however, her ass began to lower onto the man's face, and she soon felt the gag and his nose press against her pussy. She perked up, lifting off of his face for a moment, and then realized what the sensation was, and with the shock passed, pressed her rear back down on him firmly. She could feel his head shake back and forth, which she assumed was him trying to move the ball against her lips to please her, which it did, so she moved her hips to keep up with his frantic pace. So cute, he worked so needlessly hard on her.

Although he had wished for this to be, now he was trying to move his face away. It was too much; he couldn't breathe with the gag still on. He moved his head back and forth to try and get some air, but she moved with him, blocking him at every turn. He feared she was trying to smother him to death but that feeling vanished as he was given air when she lifted herself off of him. His face was covered in her juices and, now that he could breathe, he couldn't be happier. Well, of course he could, if he could taste her, but he was getting there he was certain. With his head turned, he spotted Cat in the corner, fingering herself with both hands, now, and spotted the familiar glint of light against cum. This sight, coupled with the brunette's work on his shaft, caused him to squirm once more with an oncoming orgasm. This time, however, he was halted before he could send out a drop. Again she had encircled her fingers around the base to keep him from coming. Now the pressure became worse as he heard her giggle and, just as he looked up, her ass came back down to grind against his face wickedly.

Rogue squealed with delight as she found a new form of masturbation for herself, working her hips up and down and back and forth to work his face against her pussy lips. While it wasn't enough to make her cum, it was enough to get her sopping wet, which the guy's face could attest to. As she lay on him, she got a wicked idea. Peering down into her cleavage, caused by her breasts being pressed into his stomach, she relieved the boy of her masturbation and scooted further, bringing her breasts to his dick. While in a bit of an awkward position, Rogue tried to jerk him off with her luscious breasts. She playfully treated his cock head like a shy mole, peeking out of her cleavage only to retreat upon seeing her delighted face. Without warning he erupted, she couldn't blame him and she had lost her hold on his dick's base, between her tits. Surprised, she remained still until he was finished. Sitting up once more, she looked at the jizz between her tits and smiled. Standing, she walked over to Cat to give her a little taste, to share the experience.

Cat was unprepared as Rogue sauntered over in her clunky boots and straddled her lap now. Like a proud child, she thrust her breasts into Cat's face, begging to be cleaned before she returned to her toy. While she was supposed to be focused on getting her power back, or rather full control of it, she admittedly had lost herself in the show as well. Smirking, she looked over at the boy behind Rogue and his wanting eyes and just had to tease him by doing what he wished he could since he saw her breasts, suck Rogue's tits. Cat's hands clutched at Rogue's ass, pulling her closer as she leaned in as well, taking a tit in her mouth and sucking hard. Her mouth and tongue later moved across her chest, cleaning her completely without recoil to the taste. She had become accustomed to it, and had grown to like it, surprisingly.

Rogue purred and pulled Cat's head closer into her cleavage, letting the locks of white hair play against her pale skin. She was all ready to start fucking Cat when she stopped, leaned back and let Rogue observer her cleaned chest. She squeaked with joy and hopped off her mistress and carried herself back over to the boy. On her knees above his once again hardened cock, she assumed from watching her breasts be cleaned by Cat, she reached down to grab his dick and aim it at her pussy. Though she had gained some bravery throughout the evening, she was still a bit scared at this. Her hymen had been popped years ago by an overly ambitious vibrator, so there was no fear of blood and pain, but she was still a virgin for all technical purposes. Still, she had little sentimental value in this boy, or in the idea of losing her virginity. She just wanted pure, hot, wet, nasty, dirty, sex now. Licking her lips with hunger she eased herself down onto his fatigued but willing shaft.

He nearly lost it right there. There was no way she could be this tight. She was virgin tight and he couldn't picture her a virgin, not the way she acted, not with those looks. For once he found stillness in the bliss he was feeling, her velvet sheath lowering around his sword. He was bruised and broken but he wanted more, so much more from her now.

Finally her hips met his own as she found him all the way inside of her. She took a moment to gasp and revel in the feeling. A loss of breath and a quick snap back to reality and she was moving her hips. Slow at first, very slow, making sure to feel every detail in the experience. A simple up and down motion was first, her hands planted down between her legs to display her tits pressed together and to keep her stable. Her toned thighs moved with her as she brought herself up and slowly back down, as if she was pumping oil out of the earth. As to be expected, she got used to it and bored with slow. Soon she picked up the pace, feverously getting every last drop of black gold from the crust. When she took all she could from that maneuver, her hips rocked back and forth, manipulating his dick within her. She didn't care if it was uncomfortable him, she doubted it would be, all she cared about was that it was wonderful for her. She cried out to the heavens, even her moans came with that sexy southern drawl. Left and right, now, her hips went. Soon, a rolling motion that leaned her forward and then her ass back. She was in bliss and had she not brought him to two orgasms before, he would have exploded long ago.

He was moments from a third orgasm when it happened. A sensation he had never felt before. It started at his hips and scorched through him, pulling at his every vein and lapping at every ounce of blood before electrifying his skin. He felt dizzy, even faded, shocked into a state of stillness as he felt as though his entire being was being pulled away.

She had found her power. As she came, her pussy tight as a vice around him, coming for all to hear as she screamed in joy, she began to zap him of his mind and body. She didn't care; she kept riding out her orgasm as she drained him of his very life. At the end of it, she was left slumped over a former shell of a man, a lifeless body and yet still she had to kiss his cheek. She knew what she had done, and didn't care. She, like Cat, had lost herself in the sexual conquest of power and lust. Removing herself from him, she daintily leaned down and kissed his cock, and what little life had been left in him felt it, caused him to finally cum a third time, and was sucked into her deadly lips.

Cat sat up, her thighs soaked and pussy worked hard from her own multiple orgasms. The suit reformed around her and took on the form of her original costume. Stepping forward, Cat looked at Rogue and asked the same question, to herself, that Rogue must have been. Had she gained control or just turned the power back on? The only way to find out then and now was the best way she could think of going out, with a kiss. She pressed her lips firmly to Rogue's and didn't let go. At first she thought she was held there by the pulling power of Rogue's consumption of her mind, but soon realized, as she managed to retain her mind, that it was the pulling power of Rogue's sexuality.

Not even concerned with her power at the moment, Rogue drove her tongue into Cat's mouth, feeling around with more confidence now than back at the club. She had indeed gained full control of her power. Although most mutants had to put in the effort to make their power "activate", she had to put in the effort to keep it from firing off. She hoped that one day she could be normal, in mutant standards at least, and not have to keep focused on keeping back her power, but she had managed to gain a Zen like mediation to control it. Able to split her attention between that and everything else, she was confident that, at least in time, she'd gain further mastery of her power. And if not, well, it'd be a hell of a trip if it is anything like tonight was.

"So about that mission you had for me, Cat," Rogue finally uttered to Cat's delighted grin.

Spider-Man awoke in what seemed like the beginning of a hang-over, but the rhinos slamming against the inside of his skull were inductive of something worse than that. The fuzzy memory was at least similar to the consequences of over drinking, but he hadn't had more than a beer a week, if he was lucky, in over three years, so that couldn't be it. His eyes fluttered as they tried to adjust to the light, and thankfully there wasn't much of it so it didn't take long for him to be able to open them comfortably. Still too woozy from whatever had put him in the stupor, he couldn't yet find the strength to lift his head, so all he could do was peer down at his own naked body. Legs spread and apparently bound to a wooden plank to each. Although he couldn't see them, he could feel the same bindings around his wrists. He tried to work against them, but to no success. At the very most he could only deduce that they were metal. He started to feel a sense of dread as he began to wonder if he was naked, was his mask also gone, and being in a situation he is not familiar with, it may mean he had been captured and revealed. To some relief he could still feel the fabric on his face, so his mask remained, though if it had been removed he wasn't sure.

The throbbing in his head began to quiet and he could hear outside of his own skull again, and the first noise, really the only noise worth noting at the moment, he heard was that of pleasurable wailing, with a southern drawl tugging at its chords. He began to pick up his head and looked dead ahead at a scene that stunned him even further: three women having mind blowing sex together. One was thrusting her wide hips at the ass of the second girl, who was on elbows and knees with her face buried into the crotch of the third and final woman, who reclined into a wide assortment of pillows, all transpiring on a large and luxurious bed. Candle and moon light were the only sources of illumination in the large dark room with high ceilings, casting an orange glow upon the trio and a blue over cast curtained down from the small windows up above. His vision was still hazy and it was hard to make out who was involved in the realized fantasy, but he could make out some vague hair colors: white, red, and brown.

He licked his lips to remove the dryness on them and began to salivate to remove the dryness in there. He could not yet speak, so all he could do was watch as the women fucked each other raw, each moaning, wailing, and mumbling to the heavens. His vision was starting to improve, which only exacerbated problems with his rising erection from seeing the scene before him better, and while he couldn't make out the faces just yet, he could see that the girl with brown hair had a streak of white, though it could just be light from one of the many lit candles. However that was all he needed to confirm who at least one of the girls was, and if it was her, then the girl with white hair was identified accurately, and finally the submitting red head was…well he hoped he was wrong.

As he was debating on who the women were, or rather struggling to come to terms with who they were, he unintentionally began to speak, though it was just mumblings at his current state. Though they started out quiet and over shadowed by the women's screams of pleasure, they began to pick up as they formed more coherent words. As he started to repeat their names over and over, the girls caught wind and froze. Looking to each other, the brunette sighed and pulled herself away from the sex. Her wide hips swayed seductively even as she angrily marched over to Spider-Man. With her up close, he could make out her face perfectly now.

"R-Rogue…" he muttered defiantly of the fact.

"Shhh," she calmly whispered to him, "It's not your turn yet, Pete."

Soon he felt a prick in his neck. She was injecting him with something, something to put him to sleep. He could only hope that the next time he woke up, if he woke up, he would be in a better situation.

***Earlier***

Spider-Man nervously paced through the halls of the flying fortress of S.H.I.E.L.D., wringing his hands as his mind raced with a million thoughts at once, but all concerned the situation with Black Cat, and now Rogue, whom no one had heard from in several days. He wanted to be down in the city below, doing his part to help find Rogue and, hopefully, Black Cat, in hopes to put this whole mess to rest. However, he had been ordered to remain on the ship until further notice. It was Nick Fury's belief that Rogue's disappearance was undoubtedly the work of Cat, and most likely meant to draw Spider-Man out as well, and Fury didn't want to risk losing two heroes in one mission. With his back to the wall, Spidey crossed his arms and tapped his foot impatiently, staring down at the ground, watching as the soldiers walked by him in the hall. Just as he was about to snap and jump out of the flying ship, the com-link in his ear beeped for his attention.

"Gentlemen, we found her," said Nick Fury over the communication device, directed to the frequency of those involved with the mission. "Come to the War Room." Now even more nervous, Spider-Man pushed himself off the metal wall and rushed down the hallway, soon opting to crawl along the ceiling to avoid dealing with the crowds of people going in the opposite direction. As he raced to the War Room, he wondered just who they had found. It had to be either Rogue or Black Cat, but it wasn't both, that he knew. Finally making it to the War Room, Spider-Man leaped down and entered to find Iron Man, Nick Fury, Reed Richards, and the woman of the hour – Rogue. While Spider-Man was relieved she was back and okay, his heart was still sunk for Black Cat's condition, no matter what she has done. Still, he breathed a sigh of relief that she at least looked okay and walked into the room, going to join the group as the table, taking his seat between Iron Man and Mr. Fantastic as Fury stood with Rogue across from them.

"We picked up Rogue several minutes ago," Fury started, his hands behind his back as he went over the details of her recovery. "She was found some 20 miles away from where we lost communication with her three days ago." Fury continued with the debriefing, going over the boring details of how they found her, where they found her, and what condition they found her in. Spider-Man, as well as Iron Man and Mr. Fantastic, wasn't listening to a word of it, and instead found himself transfixed on Rogue.

Rogue was dressed how she was when she left the fortress days ago, but her gothic clothing had been torn in all places. While she wore a blanket over her, warming her from the cold of the New York night, she wasn't pulling it closed around her chest, exposing her full breasts that were now barely covered by a bra and the remnants of a shirt. Apparently still shaken up by the ordeal, her breathing was quick, giving a speedy and steady rise and fall of her daring cleavage. When Spider-Man did manage to drag his eyes up from her pale tits, he caught her eyes staring back at him. Her makeup had become a bit faded, but her green eyes were still just as striking, and they shot out against her pale skin and dark eye shadow and leaped over to Spider-Man. The only reason he didn't feel embarrassed for being caught staring at her chest was her devious grin playing on her luscious dark lips. Both perplexed and drawn in, he felt his heart beat matching her own now. Breaking the caught gaze was Fury, who gave the floor to Rogue.

Standing, Rogue finally pulled the blanket together, covering up her chest by pinching two ends of the blanket together. Still, her mid drift was nicely shown, and her skirt was now noticed to have also faced battle damage, and her thong panties could clearly be seen rising up along her hips. The faintest sight of the triangle of her panties, too, could be seen over the hem of her ill fitted skirt, her wide hips the only things keeping it from dropping down to the floor. All of their gazes were broken as Rogue spoke to them all in that sexy Southern drawl.

"Black Cat managed to lure me out of the club soon after she approached me," she started, her tone sounding so ashamed of her failure, so innocent of the truth, and so naïve of all the eyes drawn to her body. "I was unable to make a skin-to-skin contact with her before she knocked me out. She took me somewhere, I'm not sure where because I didn't get a good look at the surroundings, and I have no idea how I got there since I was unconscious," she continued with her story, some of it true, most of it false. "Somehow she managed to…deactivate my powers…" That notion got everyone's attention immediately. While power cancellation was not unheard of, it was something very difficult to come by, and for a person like Rogue, they all knew how impactful such a device must be, assuming it was a device. "She…she…took my clothes off and…" she trailed off, her voice cracking a bit as she worked to win the Academy Award. Fury stopped her and let her take her seat again, not wanting to force her to repeat what they were already assuming.

"We are looking for Cat's whereabouts still, and now we have a better idea of where she may be hiding," Fury began to conclude. "Until we have more information, I don't want you leaving this ship, Rogue," he said with a comforting hand on her shoulder. "Or you, Spider-Man," he added with a one eye stare across the table.

"This is insane, Fury!" Spider-Man objected, standing up, but immediately sitting down, remembering the state of his crotch thanks to Rogue. Since he couldn't stand, he opted for a dramatic slam of his fists down on the table. "I should be down there looking for Cat! I know the city, and Cat, better than anyone here," he began to reason, "Plus it's me she wants!"

That last statement garnered a few raised eyebrows, to which Fury had to speak up for. "Why do you think that?"

Spider-Man rubbed the back of his neck, darting his eyes back and forth as he tried to back track. "Well, I just assume, because we know each other and all."

"No, Spider-Man, there's something else. That's twice you've freaked out about your relationship with Black Cat and now we need to know why," Iron Man said with that electronic tone over his voice.

"He's right," Reed Richards added. "We have to know everything we can if we're to catch her."

"Well, Black Cat and I…sort of…ya know…" he was still too ashamed to find the words, so he made some gestures with his hands to illustrate the action. "And I kind of…rejected her advances afterwards."

He could tell everyone around the table was rather disgusted. They weren't appalled by his having sex with Cat, that they were rather proud of, but his apparent using of her. Fury, most of all, seemed disappointed. "That would have been rather helpful to know beforehand, Spider-Man. Now I have reason to take you off of this mission."

"What?!" Spider-Man yelled, now standing up dramatically.

"You are closer to this than I had originally thought. Not only for what Cat may do to you if she finds you, but also what you may do if you find her. You're too big of a liability. I'll radio for a chopper to take you back down to the city. The rest of you, dismissed."

Spider-Man didn't get a chance to appeal before Fury left. Furious, Spider-Man stormed out of the room. He didn't make it far down the hall before someone called out his name to get his attention. Turning around, he saw Rogue bouncing towards him, an emphasis on bouncing. Having caught up with him, he wished he had made it further back before she called out to him.

"I'm sorry, sug, for what happened in there," she said in her darling accent.

He shook his head and spoke, "It's not your fault, Rogue. It's mine. I should have been up front from the beginning…And I also should have been looking for Cat this whole time myself. You didn't need to get involved," he apologized, feeling even more guilt now for this situation. "It's because of me that you were…" he couldn't find the will to say it, especially if she couldn't back in the war room. What surprised him was her smile.

"Raped?" she asked, to Spider-Man's slight freeze from shock. "I wasn't raped. I made it up."

Spidey couldn't believe what he was hearing. She made it sound like it was all a big prank, rather than a defense against the truth. "You…You made it up? Why?"

"Because if they knew I had fucked her brains out willingly, they might not have trusted me," she said impishly.

As he heard this, he couldn't believe he was so…alright with it all. Something about her had changed, but he couldn't put his finger on it. Hell, he couldn't focus on the thought process to figure out what it was. She seemed so much more attractive now than before. He had just enough strength to keep his eyes on her own, rather than her heavy tits, but that may have been only because her eyes were so gorgeous and enchanting. All he knew was something about her was pulling him in now. He couldn't resist.

"But then your powers," he started, before being interrupted.

"Under control, thanks to Cat," she replied happily. "I've never met pussy with such curing properties," she said playfully. Smirking as she had back in the war room, she stepped up closer to him and reached up to his mask, causing her blanket to fall down from her slender shoulders and expose her barely covered body to him. She found no resistance as she gripped the bottom of his mask, slowly pulling it up but stopping just above his nostrils. With another advance, she pressed herself to him, mashing her pale globes into his costumed chest and pressed her lips firmly to his parted (in shock) lips.

He was both surprised by the kiss and by the fact that he wasn't being put into a coma, proving she wasn't lying that she had her powers under control. He knew this was wrong, Cat proved his loyalty to Mary Jane (kind of), and yet he was failing in that success by letting the kiss continue; plus her adventurous tongue wasn't helping him resist her.

Grabbing him by the collar of his costume, Rogue dragged him forward as she stepped back, taking them out of the hallway by mashing her hand on the button near the door behind her, letting it slide open as she took them both inside. To her luck, no one was in there, and to her planning it was a quarters for soldiers. Once inside and the door closed, she let him up for air as she broke the kiss. Licking her lips as she looked at him, she stroked his chest tenderly, soon nibbling on her lip as she admired his well sculpted muscles.

Recovery from the daze of experiencing such a passionate kiss, he planted his hands on her own to pull them away but, for some reason, didn't – and instead just held her thin digits. "Rogue, I can't do this. I…I don't know what's going on here but it's not right," he pleaded.

"Aw come on now, sug," she started, already weakening his defenses with that accent, and her voice cracking cutely, which happened when she was excited, "I saw the way you were staring at my girls back in there. Though I can't blame you for staring. They are big, perky, natural, and warm," she said, cupping her breasts and massaging them with an arch of her back as she described her chest, "and until recently, the only person who has gotten to enjoy them is me…Well, you're about to enjoy them as much as I have over the years, sug." With that, she launched her hands behind his head, pulling his head forward and burying his face into her cleavage, causing her to let out a joyous squeal.

Dumbfounded and aroused, Spidey found himself ear deep in a valley of breasts. Lip quivering, tickling the inside of her breasts, he lost all control and reached up to grab and massage his breasts around his head. His motions were soft and appreciative, and his lips sucked on her tit flesh, leaving a trail of kisses as he looked for a nipple.

Though enjoying his attention, she wanted much more. "You're the first man to ever touch these forbidden fruits, sug. You can do a bit better than that," she said down to him as she pulled his face in deeper. Certain he wouldn't pull away, her hands left his head and went to undo her bra for him, as well as strip away the last of her tattered shirt.

With permission to let loose, Spider-Man feverously mauled at her tits, groping one as he gorged himself on the other, sucking at her tiny brown nipples like a man dying of thirst. Motivated by her adorable squeaks and squeals, he doubled his efforts, losing himself in the aroma of her body as he threw them both to the wall, pressing her back to it as he feasted on her heavy chest.

Delighted, she braced herself against the wall before throwing her legs around his waist, her boots clunking together at his ass as she pulled his entire body against hers now. Her hands dragged along his biceps and muscled back, moaning in utter pleasure. "Oh, sug, you've done this before haven't you? You're a man who knows how to appreciate such wonderful tits like mine," she praised.

Drunk on her scent and the taste of her breasts, a hand broke away from her breast to tug down at his pants, freeing his impressive erection before reaching between her pale thighs to move her thong out of the way. Like a beast possessed, he threw himself into her, impaling her with his dick, causing her breath to catch in her throat and her nails to dick into his costume and skin.

Her legs locked tight around his hips as he began to thrust into her, his face still buried in her cleavage. Panting and moaning, she bucked back to meet his thrusts, holding onto him for dear life. Such wild sex was still rather new to her, as well as sex in general, and while she preferred a bit more foreplay, she was discovering, she found nothing wrong with Spidey's wild appreciation of her body.

He moaned into her chest, growled even, as he neared his climax. Hearing this, Rogue pushed him back and let him slip out of her slit so she could fall to her knees for him. A burst of Spidey spunk launched onto her wet tits, which she cupped underneath to hoist them up more for the coming landing. Separated from her, Spider-Man found some clarity and fell back onto the bed behind him. Still panting, he muttered swears to himself, both from the pleasure of getting to nail an icon of forbidden sexuality among heroes, and realizing that he had slipped in his loyalty to Mary Jane once again.

After having cleaned her chest off, Rogue stood while licking her lips and stepped over to Spider-Man. "Sorry, that wasn't in the plan, sug, but I just couldn't resist seeing the extent of this pheromone; not to mention getting to screw my first male super hero." Seeing him with a face of distress, she pouted and waltzed over after putting her bra back on. "Aww, don't look so upset, sug. You'll hurt my feelings," she teased before pushing him back onto the bed and climbing on top of him. "Besides, you and me are going to have much more fun later, so you better learn to check your guilty conscious at the door," and with that, she gave a rather sweet kiss to his lips. However the kiss carried another motive than to reassure him, and soon Spidey found himself being drained of his conscious, powers, and mind. His veins rose to push against his skin as Rogue showed her control of her powers, and soon he blacked out.

Having properly knocked him out, Rogue sat up and found some proper clothes in the locker to wear. Dressed, she picked up Spidey and put his weight on her shoulder as she grunted to hold him up. "Jeez, good thing Cat didn't want me to bring Thor or Hulk. I don't think I'd be able to drag them around like this," she said to herself as she started to carry Spider-Man. Careful to move through the ship unnoticed, she managed to get to the helipad without incident. Tossing Spider-Man into the back, the pilot had a few questions for her, but all were answered with a quickie blow job and a promise for more if he kept this to himself. After that they were off, and with Rogue's new flight plan, they would soon land just outside of Cat's lair.

Further into the city, and some miles away from the fated Black Cat lair, Mary Jane showered alone tonight, as she had for several nights now. She had come to understand that Peter Parker was always late to their dates and having to leave others prematurely. However, his reasoning was something she couldn't be mad at him for – he was a hero, after all, and while she knew he was doing great things for the city, she still wanted great things done to her, and as time was going on she was finding herself becoming more selfish for his attention, and this week had been no different. When Fury had come to him during their anniversary love making, she was both excited (being caught in the act like that) and distressed, because she knew he would have to devote himself to the fate of the world. However, she hadn't counted on him being gone so long and without so much as a phone call.

Mary Jane had developed an appetite for a certain level of intimacy on a daily basis now, and usually her husband was there to sate it with change to spare, but this extended leave of his was testing her loyalty to him, her hand, and the kinds of toys you don't find with Barbie dolls and LEGOs. Her growing sexual thirst was making it hard to work as a model as well. Being stripped down to barely nothing in front of all those hungry eyes always excited her, but now she was fantasying about acting on those feelings and pouncing even the donut delivery guy. Oh how she had been wanting to throw herself onto him and have him put sprinkles and frosting during her photo shoots.

As thoughts of adultery for the sake of real release raced through her mind, Mary Jane lathered herself up in the shower. Her tanned body was being covered with silky suds, only to be washed away by the pounding warm stream of water that gave way to steam to rise up from her curves and fill the room with her moans of pleasure. A bar of soap in one hand and a breast in the other, MJ washed her clean of any possible germ in existence, taking her time with her curvaceous body. MJ was a gorgeous woman, whose statuesque body was only rivaled by the super heroines that surrounded her husband every day. Her breasts were a humble D cup, not quite up to the level of Black Cat's and trailing just behind Rogue's, but she had more than enough legs to make up for that minor short coming. Her tall stalks bent and straightened in a sort of dance as she showered, the white soap melting down the legs to pool around her danty feet for only a moment before being washed down the drain, the bubbles' final sight being that of her high and firm ass, which featured a tattoo of the Spider-Man spider symbol on her left butt cheek.

Satisfied with her cleaning foreplay, MJ reached up to the shower head and tugged on it, dethatching it from the wall and dragging out its tube that let it keep spraying water on her form. It was such a wonderful little development for the shower, one that gave her such pleasure that she'd leave Peter and marry it if it could cook her breakfast in the morning and make her laugh. She began to direct the nozzle over her body, letting the pounding stream hit every pleasure point and sensitive area on her body that its little radius could cover. The head was slowly dragged over her body, as if she was searching for something that only the shower head could detect. A small skip over her most sensitive of areas and it was dragged down her long legs, forcing her to bend down and inadvertently press her heart shaped ass against the knob that turned on the shower. A squeak emitted from her lips that was at first surprised and then delighted, but she didn't want to linger and accidently turn the shower off.

The nozzle was directed up the other leg, which she had decided to raise up and set her foot on the edge of the tub, and began to slow to a teasing crawl as it neared her pelvic area. Biting her lip, smirking all the while, MJ teased herself by giving a quick snap of the head to hit her pussy lips with a short spray, knowing what was to come soon enough. Taking a step back and bracing herself against the wall as she cranked up the strength and style of the shower head three more points. Gripping the shower railing, she bit her lip again and then threw her head back in joy as she moved the nozzle into position in front of her waiting vagina. The first burst always felt the best, and it nearly knocked her on her ass as her leg flew forward and toes curled.

"Oh, oh fuck yes," she uttered as her head dropped to examine what was going on below, looking between her breasts down her flat stomach to the chrome head as it pulsated and sprayed against her velvet folds. "Mmm, oh god yes, oh Peter I wish you were doing this to me right now!" she cried out, wishing she had an extra hand to spare to massage her breasts. "Son of a bitch, yes! Yes, yes, mmm, yes that's fucking good," she continued, "fuck, fuck, fuck yes!" As her pleasure increased, her dirty talk began to devolve into purely moans and howls of ecstasy. With a crashing wave stronger than that of the shower head, MJ found her sweet release and dropped the shower head in numbed bliss. Sated, she turned off the water and stepped out after reaching for a towel.

Her body was tried from top to bottom, and after wrapping herself up in the towel she blow dried her long phoenix hair. Finally finished, she exited the bathroom and entered the bedroom immediately after. Her eyes were drawn to the nightgown she laid out for herself but decided against it now. She unwrapped herself from the towel and tossed it over her shoulder back into the bathroom. She walked naked through the room and to the bed, running her hand along the soft covers before slipping herself under them. She snuggled into her usual spot and draped her arm over her phantom husband, wishing he was there to make her night complete. As she longed for Spider-Man's presence, she looked out over to the window and the moon that peered in to illuminate her. As she examined the moon and the city below, dreaming of her husband's return, MJ drifted into slumber.

Moments later, outside her window, the curvaceous cat drew in to peer through the window as well, but for her she saw her prey, MJ, sound asleep in her bed, her form draped in a thin satin sheet. A low purr came from Cat as her eyes ran over every curve she could make out. Licking her lips, she turned her mind back to her work and with a sharpened claw she began to trace a circle in the glass. Experienced, she didn't have any need for a base circle to draw around anymore, and so she easily made a perfect circle. Once the ring was connected, the glass was allowed to be popped out towards her end and set on the ledge. The hole wasn't too big, but it was enough for Cat to use her grace to slip through.

She moved with pure stealth through the room, her eyes on MJ for the most part but began to put attention on the surroundings. Black Cat felt a bit warm hearted as she stared at the picture of MJ with Peter Parker, although Cat only acknowledged him as Spider-Man. Her survey of the room was interrupted when she heard MJ stir in her bed, giving a slight moan as she shifted under the covers, turning her head away from the window that now let in a little bit of cold air from the streets. Well, Cat felt a bit "guilty" for that and figured she just had to warm her up.

Her hips swayed as she slowly directed herself towards the marriage bed where usually one person she loved slept, and one person whom she hated slept. Her hatred for MJ was only controlled by her evil glee from knowing how this was all going to turn out. As she walked, her symbiote suit began to shift and hide itself away on her body so to expose her pale, voluptuous, form to the moonlight. A purr crept from her lips as she found her way onto the bed and began to crawl over Mrs. Parker's form. With each hand pulling her forward, she would tug down at the blanket that covered her prey, revealing inch after inch of the woman who Spider-Man figured was better than Black Cat. She licked her lips with hunger as MJ's pink nipples hardened in the night air that was seeping into the bedroom. Once she had reached her waist, the sheet was swiftly removed to expose the super model entirely to the cat burglar. On all fours, Cat peered over her body, using skilled grace as to not wake the woman too soon. A slight stir in the bed startled her, but she calmed when she saw MJ was just moving her head to the right again, exposing her neck to the vicious villain. Pushed forward by the symbiote's influence, Cat reached forward and dragged her black finger nail along the most sensitive spots on the woman's neck.

It'd be so easy, she thought, imagining the blood as it would fountain from her neck like from an over the top gore film. She imagined showering in the drained blood of her only competition for Spider-Man's heart. Luckily for MJ, Cat had other plans in store for the red head, and didn't very well want to upset her masterwork. Still, that neck looked so tasty, in fact her whole body did. The plan was to get in, knock her out, and get out with the prize. Still, why not have a bit of fun? Licking her dark lips again, she leaned down to drag her tongue along MJ's tan neck, stopping just below the ear and then taking the lobe in between her teeth. A curious hand began to slowly drift down the prey's form, tracing just the finger tips along MJ's every curve.

Mary Jane began to shift some more, but remained asleep. At best, Black Cat's pleasurable attention was only stirring MJ's dreams, leaving her unaware of the dangerous and very horny criminal with her in the bed. Her body was heating up despite the cold air that had invaded her room and her dream was starting to take a more sexual turn. She had been shooting in the arctic, and despite what would be reasonable to wear, she was completely nude. Although MJ had never done a nude photo shoot, her dream persona didn't seem to think anything of it. The cold air had brought her nipples to an immediate point, and the snow beneath her feet required her to constantly be massaging her own body for warmth. Her breasts, her ass, her legs, her stomach, every limb had to be rubbed to keep her from freezing. Of course, she wasn't really freezing, but in her dream she figured she must be.

Black Cat continued to survey Mary Jane Watson's model worth form. Her hands did not pause once as they caressed her, fondled her, and groped her. It didn't take long for a heat to start to grow in MJ's hot spot, rising up to meet Black Cat and direct her attention there. Crawling back down, Cat examined the tight purse and smirked, looking back up MJ's body to make sure she wasn't waking up. She would proceed, then, to give pussy lips the tiniest and quickest of licks, getting brief tastes as to not wake up her enemy.

Back in her dream, MJ had taken a small five minute break from posing and had the intern bring over some hot cocoa to warm her up. Well distracted by the model's nude beauty and stumbling through the snow, the shy young man tripped over a hidden twig and launched the contents of the cup right at MJ's pelvic region. Of course in the real world that would hurt like nothing else, but in dream world it was a minor annoyance and a good reason to bring the young, muscular, and tan boy over to fix the problem. With dominatrix like attitude, Mary Jane called him over.

"You stumbling oaf!" she said in her best authoritarian voice. "Do you have any idea what you've done?"

"I'm sorry, miss Watson, I-" he stammered an apology before being interrupted with MJ's foot pressing down on his back and sending him back to lie in the snow.

"Do not look at me unless I say you can, scum! Now, you're going to have to clean up this mess. With your mouth," she took special joy in adding in that little detail.

With a shameful nod, the young man crawled forward and got up to his knees, putting himself at eye level with Mary Jane's steaming snatch. Never raising his eyes to her, he dove right in, clutching her by the hips and licking every inch of the area clean. He worked like a cat with his licks, short and sweet and to the point, removing every bit of hot cocoa and every last marshmallow that had stuck to her tight pussy.

Satisfied with the taste test, Black Cat crawled back up the slender body and was surprised that MJ was still fast asleep, and from the looks of her darting eyes, was also dreaming. Straddling her lap, her lust for the woman was starting to be overwritten by her hatred for her. Snarling, thesymbiote took over and her hand soon clutching at MJ's neck, starting to increase the squeeze slowly. Black Cat, for whatever was left of her, managed to overrule the symbiote's vote for murder and soon released the girl's neck. To her cough, she gave a smiled and leaned down to kiss it all better, and soon her dark lips were pulled to MJ's red lips like a magnet. Although hungry for so much more, Cat controlled herself and only gave her lips tiny little kisses, although soon she found herself sucking on the woman's lower lip and purring as she did. The symbiote then decided if it wasn't going to get an adrenaline rune from murder, it would get one from sex. It shifted along Black Cat's body and soon formed what looked like a strap on Cat's own dripping pussy. Realizing this, Cat mentally gave the symbiote the go ahead and smiled as her hips were pulled into Mary Jane's, the black cock slowly working its way into her burning heat.

In the snowy dream land, the intern cleaning had taken a turn for the worse as he shot to his feet and began to choke Mary Jane. He was a vampire! Of course, she should have known. Struggling, she couldn't seem to break free of the undead's grip, but soon she was free as his hands were pulled away to the sound of twip. Yanked back, the vampire intern landed backwards onto a wooden stake, right through his heart which caused him to burst into ash. Standing in the pile of ash was MJ's hero – Spider-Man. Cooing, she opened her arms and beckoned the web slinger to her.

Already naked from the mask down, Spider-Men leapt into action and pinned MJ to the tree, lifting his mask to give her a series of tender kisses, all while his dick was being guided into her hot sticky pussy. Hands caressed her as his hips moved slowly to bring his cock in and out of his wife's velvet folds. Tired of just straight kissing, he lowered his head and cupped and raised her breast to kiss it tenderly, and suck her hard nipple into his mouth to play with it in a way she had never knew he could before.

"Oh, oh that's so good, oh yes, fuck me harder, Spider-Man" she cooed in her dream, and out loud.

Black Cat heard this and glared daggers at Mary Jane. Angered, she bit down on MJ's breast, which to her surprised only caused her to emit a louder, more pleasured, moan of Spider-Man's name. Giving into her symbiote fueled raged, she darted up and chomped down on the model's neck, hard enough to draw blood enough.

This was certainly enough now to wake up Mary Jane and she did so with a scream of pain. Her dream had ended with Spider-Man revealing that he too was a vampire and had just begun to feast on his wife. With a moment to wake, MJ soon realized the bite was real – everything was real, well to an extent. Seeing the pale woman on her, biting into her neck and still with a foreign object in her pussy, she thrashed against the woman.

Having tasted the blood, Cat was oddly calmed from it and smirked as the woman beneath her tried to break free of Cat's mouth, hands, and alien penis. She threw her a bone and stopped licking up the blood that trickled from the small puncture she had made and unsealed her lips from her neck. Still MJ protested, shouting obscenities and calling for help. Sadly, MJ had gotten those extra thick walls so she wouldn't wake the neighbors with her cries of passion, being a screamer and all. Black Cat knew it would just be a matter of time, however, before she submitted. To speed up the process, she cupped one of her own breasts and planted it over the struggling model's mouth, forcing her to breath in with her nose.

As she was forced to inhale through her nostrils, Mary Jane felt a sense of peace and comfort with the situation. The scent Black Cat gave off was enchanting, and it lulled her into a sense of ease. Her eyes grew heavy and her lips pulled up as her thrashing stopped. She didn't stop moving entirely, however, as soon her legs lifted up to wrap around Black Cat's wonderfully shaped ass and pull her back in, encouraging her to resume what she had been doing.

Now without the restriction of needing to be extra soft and quiet, Cat threw herself into the game, thrusting more vigorously now to force MJ to emit more obscenities and cries of passion. She could see why Spider-Man would have picked her to be his wife, but she still couldn't figure out why she was seen as a better candidate than herself. Still, this puzzling question did not keep Cat from fucking MJ without mercy, which the model found to be just delightful.

After some time, the two of them were met with their own orgasms, rocking their bodies together as they trembled from the aftershock. Mary Jane couldn't figure out what was going on, it was all like, well, a dream. It was like she was on some kind of drug that made everything that shouldn't be right, right. That would be a good reason to explain why she was now following Black Cat out into the city through her own window, butt naked.

Cat was pleased; it all went according to plan. She had acquired her target and now she just had to hope Rogue had bagged Spider-Man. She was a bit upset, still, that she had to send her to seduce Spider-Man and not be able to go herself, but it was just easier this way. As she ran home with her prey securely hanging onto her back, Cat looked up at the S.H.I.E.L.D. helicopter over head. Somehow she knew who was on board and didn't feel an ounce of fear because of it.

It was usually the cold air that woke him up, and if not that then a hot body grinding against him. If he was lucky, it would be Mary Jane; at least then he didn't feel guilty. However, it rarely was her, and when it was Black Cat would be watching nearby, mocking the red head's "poor performance" and pulling her off so she could finish the job herself.

Spider-Man had done his best to keep track of the time, able to see night and day through the windows on high. His guesses were only though, however, as he suspected he could be out of it for more than a day or two at a time. It all depended on how much of a fight he would put up, forcing them to use more of that drug than usual to keep him out longer. Awake or not, it didn't stop them from using him as a sex doll. Whatever it was they were using to keep him somewhat willing was also keeping him constantlyaroused. At least, that's what he told himself. Seeing those three hot, writhing, super bodies fucking each other and him was more than enough to cause his body to betray his devotion to MJ.

Each time he awoke he found his bounds weaker and weaker. Despite they're degrading strength; he wasn't able to break them. Perhaps his powers were being sapped from the drugs, or perhaps it was his own will. With each passing session, he found himself less and less eager to get away, even when MJ wasn't present. He couldn't be sure of anything anymore, really, and that realization was becoming less and less troublesome.

When he awoke this time, it was to MJ's gyrating hips on his lap, his cock snug inside of her. She had been moving slowly, a casual thing, not expecting to wake him. Spidey fluttered his eyes open, and for a brief moment he forgot the situation they were in. He just saw the firey-haired beauty grinding into him, raking her hand through her hair as it cascaded in front of her perfectly shaped face. He moved his head side to side, looking for the ivory haired mistress but surprisingly found no one. It wouldn't be impossible that either Black Cat or Rogue would be behind the bed he currently was bound to, or somewhere else close by where they could watch the two lovers in secret, but he had to take the risk to talk some sense into MJ.

"MJ, we gotta get out of here while we can," he pleaded. "Quick, untie me." His words fell on deaf ears as she merely moaned and smiled happily, riding him firmly but slowly. "Mary Jane!" he yelled, risking alerting Cat or Rogue or whoever they might have added to the super hero harem. Frustrated by her focus on anything but him, he rocked his body side to side in hopes of alerting her to more than just his dick.

Her eyes shot open with shock and pleasure as her toy began to move inside her. She wasn't so far gone that she attributed it to a miracle and knew Pete had woken up. Giggling from the momentary jump in pleasure, she collected herself.

"Sorry, Pete, but Cat doesn't like me talking to you," she informed, reaching over to the metal table to her left to pick up a syringe. "Nighty night!" she gleefully exclaimed as she aimed the needle at his arm that resembled a pin cushion.

"No no wait!" he quickly cried before he could be put out again for god knows how long. "If, uh, you put me out, I…um…I won't be able to do this!" he then rocked his hips again, causing a happily giggle from the super model. Oh how he wish he could enjoy this.

"Mmhmmhmm" she moaned and giggled out, again having to collect herself to hold a conversation. "Okay, I'm listening, but if you stop this it's Mr. Pointy for you," she threatened, only then setting down the needle, still within easy reach.

He sighed and kept moving his hips, trying his best to keep his own focus on the topic at hand. "MJ, they have you on some drug or something, this isn't you, you have to fight this!"

"Fight it? Why would I want to fight –this-?" she rhetorically asked, moving her own hips to go opposite of his, causing his dick to press all the more against her walls. With Peter's hands restrained, she had to fondle her own breasts, pinching her pink nipples and twisting lightly.

He was losing her, and she did make a good point, or her scent was beginning to take over his mind. He had noticed they were all wearing the perfume Rogue was wearing that night at S.H.I.E.L.D. so many nights back. Something about it had a manipulative property. Cat must have stolen it, no doubt from one of her sexual victims. Spider-Man couldn't think of that right now, there were lives to save, and he was going to start with Mary Jane and himself.

"This isn't right, MJ! Cat is –killing- people and you could be next!"

Again she giggled, but this time out of amusement. "Oh she stopped killing people. Said she didn't have to use those disposable men now that she has all of us," she explained, sending the ball back into Pete's court.

He was relieved she had at least stopped killing, though he would wager that she probably stopped to turn her trail cold, as well. He could see that familiar face she makes when she's about to cum, and she might hop off and leave him if she did, ending his one chance at escape.

"And when she gets tired of us? What do you think she'll do then?" He hoped she would deduce murder and snap out of her trance soon enough for them to make their escape.

"Oh she won't get tired of us, she's getting more friends to play with," MJ casually put, effectively extinguishing another one of his arguments.

He didn't like the sound of that one bit. He had no doubt that a woman like Cat would have no problem brining in new recruits. While he hadn't yet succumbed to the full effect of her manufactured scent, he knew it was only a matter of time before he would fall victim to it and his free will would be lost. He had one last card he could play before his hand was lost.

"Please, MJ, this isn't you, this isn't us. End this now and let's go home."

"Home? Why would I want to go back to that?" she coldly asked. "I'm happier here than I ever was back there!"

He knew it was the scent, it had to be, that was making her say these things, but it didn't hurt any less. She did look happy, he thought. Happier than he had seen her in a long time. Maybe all his heroics late at night had left her more alone than he thought. She'd been with him more in the time there than she had been in a long while. Maybe it wasn't so bad, the situation he was in. There were plenty of heroes out there to keep things running. Who would really suffer for him not being out there every night? Plus, if he played his cards right, Cat may let him out every now and then to do some crime fighting. Best of all, he'd be with Mary Jane. But just then, the fantasy ended.

The lithe bodies of Rogue and Black Cat sauntered into the warehouse, which had been fixed up to resemble a sort of sex buffet, though to Peter it was a dungeon. Apparently they had been shopping as the moment Cat spotted MJ writhing on Spider-Man's lap, close to climax, she dropped her bags and shouted at the red head.

"Red!" she angrily called, waiting for MJ to turn her attention to her instead of marching all the way over to the couple. Mary Jane put an immediate halt to her gyrations and turned to see a very upset mistress behind her. Knowing her mistake, she quickly climbed off of Peter and rushed over to Cat. She was met with a harsh slap and a stern lecture.

"You naughty little minx," she yelled down at MJ, who had fallen to her knees in respect. "You know you're not supposed to even talk to him without me present! So help me if you came-"

"No, no I didn't! I swear! I'm sorry, really I am," MJ groveled, kissing Cat's thigh high laced up boots, made of symbiote rather than leather.

Black Cat let her show her devotion as she turned her attention to Peter. "Poor thing, all worked up and no release," she said to herself with a pout. "Rogue, be a dear and finish him off." As Rogue pranced over to Peter, lifting up her skirt on the way, Cat turned her attention back to MJ. "It's a shame, really. Rogue and I went out and got you all these nice toys," she revealed, motioning to the sex toys that had spilled out of the bags, "but after this I don't think you deserve them."

Like a sad child MJ hugged Cat's leg, looking up at her with eyes that could soon well up with tears. "Oh no, I'm a good girl! I swear! Please I'm so sorry!"

"Prove it," she offered. "I give you a choice. You can either lose the toys and fuck Spider-Man or come with me and test out the new toys with me."

Spider-Man overheard this, even through Rogue's pleasured moans, and hoped MJ would make the choice she would have made long ago, when things were normal. Sadly, his hopes were dashed as MJ was picked up by a delighted Black Cat and escorted out of sight with the bag of toys.

"Hey!" snapped an irritated Rogue. "Eyes up here, mister," she said as she gripped his chin and turned his head back towards her. "I need you to cum, ASAP, so I can get in there with them. There's a whip I want first crack at."

Rogue then began to do her best to get Peter to climax as quickly as she could. Her skirt had already been hiked up so she could mount the super hero, panties not being an issue. She had left her boots, a similar style to Cat's, on. Black and white striped stockings reached up past the heavy boots, ending just short of her pelvic region, leading the eyes to a neatly trimmed pussy, currently engulfing Spidey's cock. Up past the skirt he got a clear view of her flat and pale tummy, twisting as she did upon his lap. Her very bountiful breasts were barely covered by a short black tank top, allowing the tops of her tits to visibly hop up past the collar. The thinness of the top and her lack of bra allowed him to see her pointed nipples and recently added piercings for them.

It seemed she had reverted to the gothic look of her youth, most likely at Cat's behest. Peter refused to be taken in by the alluring show, however, and shut his eyes tight, even turning his head away for good measure.

Rogue was hanging her head low, bent over as she was working herself up and down his cock as hard and as fast as she could, so she didn't notice his ignorance of her right away. When she did, though, she growled and yanked his head back into place. "Oh no you don't you walking cock, you're coming right now!" With that she pulled her top up just enough to reveal her breasts, their size more than enough to keep the cloth from rolling back down over them. With his eyes shut, she easily sprung a surprise on him, leaning forward and shoving her right tit in his mouth just as he was about to utter a protest.

His eyes shot open as he was nearly suffocated by the perky breast now invading his mouth. Her piercing dangled against his tongue, taunting it to let her nipple touch as well. Rogue took on a much softer face as she ran her fingers through his hair, gripping it to keep him from turning away. "Come on, baby. Don't resist. Just breathe in the scent and let go already," she cooed as she massaged her other breast, still humping his crotch, albeit slower than before.

He should have known she'd be wearing that succubus perfume. He had taken to breathing exclusively through his mouth to avoid the scent, and put the rest of his focus into fighting off the temptation it brought on. It hadn't been easy. Some days he'd wake up and think only of fucking, and not just MJ. He couldn't put it off now, however, or he'd suffocate. With a sigh against her breast, he inhaled just enough to keep from going blue. Then a bit more, and soon he was taking in the scent with all he could. As the effect took over, he began to suck on the fleshy orb. Her piercing was loads of fun to play with; flicking it with his tongue and feeling it clack against his pearly whites.

Rogue gave a satisfied purr as he finally joined the party. She decided to keep her breast in his mouth a bit longer, since he was so damn good at appreciating it. Before long she wasn't just interested in getting him to cum so she could join her sisters, but enjoying the ride herself. Eventually she sat up, riding him much harder and faster and cupping her breasts in her hands, squeezing and massaging them the way Spider-Man wished he could right then. She contemplated untying his hands, so he could rub her tits, or better yet spank her ass (oh how she loved to be spanked), but knew that it was too risky to do that, even in his accepting state.

Soon she had forgotten about the sex toy expo going on in the other room and focused only on being drilled by Spider-Man. Rogue raked her black fingernails down his chest, doing her best to leave a trail but his super strength resisted. It was only after summoning her own super strength, "borrowed" from Ms. Marvel, was she able to mark him. Cat would protest, she was sure, but she was in better standing with her than MJ was.

Spider-Man began to meet her strength with his own, eventually, lifting his hips up to meet her own, managing to lift her off the bed as much as he could in his state. It became a super powered fuck fest before long, a contest of strength as they met each thrust with one of greater force. If Spidey had been trying to escape, he could have easily broken his bounds by then, but for some reason it didn't even enter his mind to run away from this.

Elsewhere, Cat and MJ had already started warming up, hoping Rogue would finish soon but not about to wait on her. It didn't take long to undress, much to both their dismay, what with MJ already naked and the symbiote easy to tuck away within the many tresses of Cat's hair. They embraced in a deep and lustful kiss. Their tongues wrestled almost violently, their matching tongue studs clicking against each other.

They were Rogue's idea. A stud for all three of them, and any more should they join, with a small tracer inside. They would allow for an easy track on one of them if they got captured by S.H.I.E.L.D., as they aren't ones to give up easily.

As red and black lips pressed together, hands began to wander. Cat cupped MJ's perfect breasts. While not as big as her own, they were still more than a handful and damn fun to grope. MJ opted for her mistress's ass, sculpted to perfection by years of scaling buildings and running from Spider-Man. Cat would be the first to break the kiss, but MJ would move on more quickly.

The model lowered herself almost immediately, nuzzling her face into the burglar's chest and sucking on her tit with such vigor. She kept groping the woman's ass but one hand would retreat up to pay attention to her other breast. MJ did her best to taste every inch of her breast at once, but could never possibly fit the whole thing in her mouth. Her efforts were not lost on the villain, of course.

Her form was sloppy, too eager to please and not enough focus on style. Cat knew this and so didn't double over in pleasure as MJ would have liked. She had gotten better, however, since she introduced her to the fantastic world she had sculpted. For one thing she had learned how to bite down on her nipple and twist it at the same time, without removing it from the breast. Cat stroked the woman's fire brand hair lovingly, but soon the symbiote persuaded her to heat things up. She gripped her hair tightly and yanked her off her tit, pushing her onto the bed, bent over and pouty face – assuming she had done wrong by her mistress.

Without a word, Cat reached into the bag and pulled out the first thing she touched. The paddle. Rather simple, really, but oh so much fun. Perfect, she thought, as the girl did need to get punished for her previous transgressions. She didn't move as Cat came around to her, knowing full well what was to come and accepting it.

She lightly ran the paddle against her cheeks, letting her feel the bumps against her tight tanned ass. Even that was enough to get her to moan, biting her lip in anticipation and looking over her shoulder at the tease. Oh no, she wasn't allowed to watch. Cat pushed her face into the billowy blanket she lay on. Before she could pick her head back up, Cat smacked the paddle against her ass and caused the girl to let out a scream of surprise, and would emit many more of pleasure, later. Again and again she spanked the woman, reddening her ass until it matched her hair.

Cat tossed the tool away and knelt down to inspect the punished's folds. She was dripping wet, her lips swollen and waiting. Cat couldn't help herself and dove right in. Her face was pressed against her cheeks, and she felt the heat of her punishment on them. She grinned at this fact as she licked her clit, swirling her tongue into her folds soon after and adding the expert skill of her fingers.

MJ convulsed on the bed, doing her best to stay in position as to not upset Cat and be punished in a way she wouldn't enjoy. She couldn't help bucking her hips back against Cat's face, however, though she didn't seem to mind. She gripped the blankets tight and held on for dear life as she felt her orgasm finally near. But it wouldn't come, or rather she wouldn't come.

Cat knew her body well, and could tell the orgasm was coming and wouldn't let it. MJ would look at her with a pout, wordlessly asking why she refused her. "You shouldn't have gotten yourself so worked up on my Spider-Man's dick before we got home. Maybe this will teach you to know your place."

Mary Jane wouldn't argue. How could she? Black Cat was infallible in her eyes now and arguing would only worsen her situation. She was only so lucky to get her prize now, being allowed to eat out her mistress. Cat had climbed onto the bed and spread her legs for her, giving her a clear view of her cleanly shaven puss. She pulled herself up to the woman and waiting for the go ahead to start. With a simple nod MJ was off, diving her face into the heated snatch and doing her best to please her sexual savior.

Again her form was sloppy, frantic, and lacked focus. Still, it was enough to get Cat off. Biting her lip, she kept one hand on the back of MJ's head and one on her breast, massaging it the way MJ needed to learn how to. Her lower lip was bit as she laid her head back on the many pillows, closing her eyes as her slave worked on her velvet folds. All the while, Cat thought of Spidey. She always thought of him in times like this. His image was the only thing that could get her off. She imagined he was between her legs now, ravaging her pussy with his skilled mouth and sharp tongue.

"Oh Spidey, that's it, eat me! Take my pussy into your mouth!" she yelled through her fantasy.

MJ didn't care. What attachment she had for Spider-man was purely sexual now. Anything one could call love was only felt for Black Cat. She wanted so badly to please her, to make her scream her name in ecstasy. So she would double her efforts, losing any semblance of form she had before.

Black Cat was too lost in her fantasy to care. She thought back to the night that started it all. When she first fucked Spider-Man on that roof so many months back. How she quivered at his touch when he reached into her suit to steal money she only took to get his attention. Oh she played it cool then, but she was a wreck in her mind. She remembered how he took her breasts and her hand mimicked his actions on her own right then. The taste of his cock entered her mind, how good it felt to take his length into her allto willing mouth. Her hand reached up so she could engulf her fingers her mouth, still covered in the red head's juices. As that taste countered her memory, she realized it was Spider-Man going down on her, it was that tramp of a whore he married. That fucking bitch he chose over her and still to this day finds her a more suitable mate than herself.

Oh she did her best to make him forget. She never let MJ come with him, or he with her. She made sure she was always the one to finish him off when that ginger bitch was yanked from him. She was so much better in bed than her, more curvaceous and beautiful. Perfect for him in every way and yet still he persisted in putting Mary Jane on a higher pedestal. She looked down at the happily cunt eating whore between her legs and she grimaced.

They symbiote began to overwrite her humanity and so she locked her legs around MJ's head. She squeezed tight, keeping her face buried in her snatch. The stupid bitch just kept eating her out, figuring that's what she wanted. The dumb whore didn't know Cat wanted her dead right then, wanted to pop her head like a grape between her well toned thighs. To bathe in her blood to rejuvenate her skin. It was only thanks to MJ's continued efforts did she relinquish her blood lust. She was brought to an orgasm before she could give in. Her legs loosened and MJ merely coughed to catch her breath. She never moved from her spot.

"N-now can I come?" MJ fearfully asked.

Black Cat quickly recovered from her orgasm and smirked at the girl. For now, it was enough that she had her so ensnared in her sexual grasp. She would make Spider-Man feel the crushing pain of losing his love to her. "No, wait for Rogue to come in."

Again MJ pouted those luscious red lips, turning to sit on the floor and watch the door for when Rogue would come in to fuck her to her long awaited climax.

Rogue would hit three orgasms before he finally came, effectively ending her obligation and his usefulness for the time being. After catching her breath, she picked herself up and shakily walked to the metal table to get the drug to knock him out. He was not to be left alone and awake for too long.

He managed to catch his own breath in time to speak up before she could prick him. "Wait, Rogue, stop. You don't need to do that. I need…I need to talk to Cat," he pleaded.

Rogue looked at him with a curious eye. He had tried this before, managing to convince MJ to undo one of his arm straps. He nearly broke free of the other, but thankfully it was a threesome at the time and Rogue was there to pin him down until they both finished. Still, something seemed different about him this time. Not taking any chances, Rogue made her decision. "Sorry web-head, but I gotta put you to sleep. I'll let Cat know you wanted to talk to her after you wake up."

"No no don't-" but it was too late, the needle was in and he was out like a light. Thankfully it was a small dosage and he would be awake within the same day. Rogue smiled and gave him a sweet kiss with her dark lips and hurried over to Cat and MJ, hoping they hadn't done too much without her.

It would be Black Cat that he would be met with this time around. She had waited patiently for him to wake up. She wore her old uniform, or at least the symbiote took that form, and sat in a high back chair. To her right stood Rogue, wearing yet another gothic outfit. Tall boots with buckles accented her toned thighs, barely covered by a lace skirt. A form fitting corset covered her stomach above an exposed navel and revealed the top halves of her pale tits. Long fingerless gloves ran from her elbows down, tied up with red string. To Cat's left was Mary Jane, his love, naked and on her knees. The only thing she wore was a collar, spiked, and with a leash that rested in Cat's lap. She smiled a devious smile as he awoke; this time bound to the X shaped structure he had found himself on months back.

"Good, you're finally up. I was afraid Rogue gave you more than she said," Cat purred out. She bit her lip as she looked him up and down, naked save for his mask, something she had refused to take off since he got there. He was still her one weakness, and yet he was powerless to stop her. "Rogue tells me you wanted to talk to me? I hope it's not just more threats and insults. You know how they hurt me, and how I hurt her in response," she explained, tugging on the leash harshly to demonstrate her quickness to hurt MJ.

He gave no reaction at what he saw and spoke plainly. "I give up."

None of them were really sure what to make of his confession. For some time he had fought off the perfume, waking up only to fight some more. It consumed his every waking moment, even while they used him as a sexual scratching post – leaving the marks to prove it. Although Rogue was ready to denounce his claim, she wouldn't dare speak out of turn when Cat was present. She was a far cry from MJ's state of being, acting more as a number two than a pet, but she knew Cat could easily change that. Besides, she owed her everything.

Smiling, both deviously and excitedly, Cat stood up, taking MJ along with her. She stood before Peter, examining him. She could just take off his mask to see if he was lying, but she would never dare diffuse the illusion she had set up for herself. Not able to deduce if he was lying from his face, she thought of a better idea.

"You understand my reluctance to believe you, Spidey," she started, walking around him studiously, MJ on hands and knees behind her. "You're going to have to do a lot to prove it to me."

"Just tell me how," he said, with a hint of eagerness in his voice. She nearly came at the prospect that he could be hers tonight. He was either a good actor or had finally fallen prey to her scent, or, better yet, given up all hope.

Once she completed a lap around him, she stopped and stared him down. "Fuck me," she offered. "Fuck me in front of this dog you call of a wife," she added, pulling up on the leash and nearly choking the girl. "Fuck me harder than you've ever fucked her and make me believe that you're committed to me now. That you finally see that I am so much better than her."

Spider-Man would only nod in acceptance, giving no time to think it over or give a counter offer. Pleased, Cat offered the leash to Rogue and told her to take her wherever, so long as she was present for this. Cat got to work right away, licking her lips with anticipation as she ran her symbiote covered hand over his member.

"No," he simply said, much to her dismay. She would look at him with angry eyes, furious that she may have been denied after such a daring tease. "On the bed," he clarified, nodding his head over towards the nearby bed.

She nearly cried right there. Sure she was definitely into the kinky stuff, but him wanting to make love to her on the bed just seemed so romantic, so much better than rubbing up against him as he was tied to a giant X. Biting her lip, she quickly undid his binds. Rogue watched from nearby, ready to fly into action if he tried anything. He wouldn't, though. Instead he took her hand and escorted her over to the bed. Rogue hadn't seen anyone lead Cat anywhere since…ever. She was always in control. She decided when, where, and how for everything. If he wanted, Spider-Man could undo everything they had worked for. So she would just watch, for now, and wait for him to pull something.

Black Cat was now eagerly lying on the bed as Spider-Man crawled on top of her. She shivered with delight as he placed many little kisses all along her neck. His touch was so soft, so sincere. He knew exactly where to pet her. Without effort he already proved he knew how to please her better than anyone could ever hope to. He was giving her the night she had always wanted, with the added members of a gothic mutant and a red headed love slave sitting 20 feet from them.

Wherever Peter moved his hand, the symbiote instinctively moved away. Her arms, her sides, her hips all became bare to his approaching touch. It felt nice to know romance again, to take things slow and at his own pace. He smiled as he finally began to kiss her lips, teasingly pulling away whenever she began to kiss back. Not to upset her, he let her have his lips, entering a full embrace with her. Arms and legs entangled as their lips moved with each other.

Cat whimpered as his hand cupped her breast, the black alien moving away and introducing her skin to the cold air. His arm hand would take care of that, however, hardening her nipple from lust rather than a temperature drop. She hugged him close, smushingher large breasts into his muscled chest. She quivered at the feeling of his skin meeting hers. For the first time since that night, she had recaptured the feeling she had with him back on the roof far too long ago.

He would enter her slowly, out of consideration rather than resistance, and was met with a girlish whimper. Smiling, he pushed further in, slowly as if it was their first time. A hand cupped her breast as he continued to fill her, massaging it just the way she liked, twisting her nipple between his fingers once he was fully inside of her. She looked up at him with such wanting eyes, all the evil she had gained tucked away for that moment. Then he began to pull out, and push back in. Making love to her for the first time

To her, this was better than any of the sex she had had. She pulled him down to her, hugging him close as she nuzzled her head into his shoulder. He began to pick up the pace and soon she was meeting his thrusts with her own little ones. Her long legs wrapped around him, pressing down on his ass to give him something to fight against, forcing him to go harder, deeper. It didn't take long for her to cum. It wasn't hard, and it didn't last very long, but for her it was the best orgasm she ever had.

He sat up a bit, still buried inside of her, and looked down at her glowing face. She reached up with a delicate hand and ran it against his cheek. "Oh Spidey…" she started. "This was beautiful."

"You're beautiful," he returned.

…but I didn't want to make love, I wanted you to fuck me," she finished. And just like that she was back to her old self. And apparently, Pete was right on board. Matching her devilish smirk, he resumed fucking her, much harder and with more speed now.

She howled in pleasure. Her legs stretched out, giving him more room to work with, and her hands clutched at his ass, feeling his muscles move as he fucked her better than she could have imagined. "Oh FUCK! That's it! OH god yes! Oh god this is what I've been waiting for! Fuck me you bastard, fuck me raw!"

he would all too gladly abide, slamming his cock into her as if he was trying to break through. His super strength was coming through, and he fucked her harder than any normal man could. She would definitely feel it tomorrow, but right now she was in pure bliss. "Oh god, Cat, your tits," he simply put as he watched her large jugs bounce in tandem with his thrusts. He leaned down and took one into his mouth, sucking on it deep and biting down hard, nearly breaking the skin.

Her back arched during one of her soon to be many orgasms, and yet he did not yield one bit. Screaming his name, she managed to overpower him and flip him over, not missing a beat and began to ride him for all he was worth. She didn't lift up her hips, but instead just gyrated like a broken carnival ride, moaning like a forgotten ghost.

Like the breast man he is, he reached up to her bouncing breasts and groped them for all he was worth. "You have the BEST tits, Cat!" he admitted, pulling on her nipples to elicit more moans from her.

"Better than Mary Jane's?" she asked, forcing her to think of that yesterday's news in the middle of fucking her true love.

"Way better," Spider-Man replied with no resistance.

Testing the waters, Cat asked for more. "Say I'm better than MJ!"

"You're better than MJ!"

"Say I'm better than Mary Jane Watson!"

"You're better than Mary Jane Watson

"Again!"

"You're better than Mary Jane Watson!"

"Again again again!" she cried, riding him harder and harder with each scream of the phrase she so longed for him to say. Hearing him say that gave her more pleasure than she thought any word could give, and he was all too happy to scream it to the heavens, but most importantly within ear shot of the woman in question.

After a handful of orgasms between the two of them, Spider-Man proved his stamina by not letting the ride end. Doggy style was the position now, facing Rogue and MJ. Rogue was visibly amused by the escapades, happy that Cat would finally stop making them work over time to turn Peter to their side. MJ had no expression. If anything she was entranced by Cat's pleasure. She studied his moves in hopes of copying them somehow and giving Cat that same amount of joy.

Once Cat had finally had her fill, she signaled to Spidey that he could rest. He gave her reddened ass a kiss, having spanked it harder and longer than Cat had done to MJ earlier, and sat back on the bed, watching the wobbly legged beauty carry herself over to Rogue and MJ. Regaining her composure, she took the leash from Rogue and ordered MJ to stand. All too happily the woman did

"Sweet sweet Mary Jane. You've severed me so well over these past months, and I'd be lying if I said it wasn't fun breaking you in," Cat started, speaking sweetly to the model. "But with Spider-Man finally on my side, I no longer need you to convince him to surrender."

MJ's face began to turn from obediently happy to painfully sad. "What…what do you mean?"

"What I mean, dear, is you have outlived your purpose. I have what I want, and unfortunately you don't fit into my future plans. In fact, you're just a sad reminder of what stood in my way for so many years," Cat put, and with that the symbiote that had recently taken its shape back around her body shot out from her, the tentacles wrapping around MJ's neck, arms, and legs and lifting her into the air, demonstrating its power.

"But…but…I love…you…" Mary Jane choked out, hoping to convince her mistress to take her back.

"Oh Mary Jane, you ignorant slut," and with that last word the symbiote finished her off. None of the three remaining supers in the room even flinched at the action. Cat looked back at Spidey just to make sure. His mask had been lifted enough to show his mouth, pulled into a smirk to match her own. That was all she needed to know that she had finally won. Whether it was through the scent or his own will breaking she would never know, or care to know. She had won. She had her king, and now it was time to get her kingdom.

It didn't take long for Black Cat to put her full plan into action. Unbeknownst to her, of course, it was all the symbiote's doing. From day one that it met her it had its plan to grow in power and eventually replicate, but Cat did do her part well, and continued to. Black Cat attacked the world on three fronts: herself, Rogue, and Spider-Man.

Cat, with her knowledge of people in high places, having frequently stolen from them, was able to infiltrate the highest levels of government and beyond and seduce her way into power – behind the scenes of course; she didn't want to alert anyone to her movement. It didn't take her too long to corrupt everyone she needed to. They were already men of little moral value and took to her like a duck to water, falling under her spell almost instantly. And with the help of the perfume she wore, they were all too happy to let her meddle in their business affairs. She also went after some of the heroes with high influence, like Tony Stark and Reed Richards.

Rogue worked on the mutant population, starting with the X-Men, of course. She had to be far more aggressive than either Cat or Spidey as she was dealing with several telepaths and so they had to be dealt with first. Seduction was easy once she got close enough for them to take in her scent. Like Spider-Man, some had to be contained and "persuaded" to their side. Xavier proved far too difficult and so was just snuffed out entirely. She had no difficulty getting Gambit to her side once she showed him her powers were under control, and that night he proved himself to be the perfect Spider-Man to her Black Cat. That didn't stop her (or anyone else) from sampling the other fruits of the mutant world, of course, and Gambit was also put to work on seducing some of the more resistant women. Wolverine, too, was a bit of a fighter – more so than the other mutants. Luckily he was eventually broken in like the dog he was instead of being put in the ground along with Xavier. Rogue had the best luck with the Brotherhood. It took her only a night to get them all under her spell, and all at once too. Boy was she sore. Emma Frost practically volunteered herself and the rest of her crew. Having a powerful telepath on their side so early on proved useful as the influence spread.

Spider-Man worked on the rest of the heroes, especially the super strong ones. First and foremost he hit up She-Hulk. Already as frisky as she was, it wasn't hard to get her into the sack, and once she was on their side she was able to handle the men onSpidey's list, along with some of the women he couldn't quite overpower. More than a few resisted the scent to much effect, and it eventually became clear that the resources should not be wasted on them and they were done away with. The loss of Captain America was especially damaging to the movement. His natural charisma and leadership skills would have come in handy in the recruitment of others, but his resilience to the scent and devotion to his country was just too strong.

As their numbers grew, some heroes came over willingly. Sex starved fetishists were not uncommon amongst the capes, it seemed. Not long after the majority of the hero population was taken over, the villains were put on their list of new world order members. They were far easier to persuade than the heroes, of course, but some still resisted. Dr. Doom, along with Latveria, remains unaffected to this day. It's estimated that little over 25 heroes and villains also remain unaffected, helping out the resistance to Black Cat's new world order.

There was of course the resistance. Those who saw the effects of the scent as mind control, an abomination against free will. Despite the occasional help from resistant supers, many were captured. The "studs" and "vixens" were introduced to the scent and quickly turned in order to help spread the message. Those who didn't fit the strict bill of physical beauty and stamina were sent to Hulk and She-Hulk. Cat didn't foresee the reaction her mixture would have with the gamma radiated blood of the two hulks. Not long after being introduced to it, they became more sex starved than anyone, and because of their strength and stamina few could keep up with their needs. So, prisoners deemed unfit for the new world were given to them. Men and women were literally fucked to death by the green sex fiends. They tried letting the two loose on each other, but they caused more destruction than when they fought criminals and so had to be separated by an entire globe.

Not much changed beyond that. Trains still ran on time, work was still performed, and lives were lived. The only added benefit was far more sex. It even became a type of currency, urging the citizens to improve their desirability and performance. And, of course, there remained a few underground who kept their "free will," but they haven't made any noise in years – fearing the death by fucking.

Of course, the symbiote must be mentioned, as it wasn't just along for the ride – it had its own goals; goals that Cat was all too happy to fulfill. Once Cat was secure in her new position of power, the symbiote began to replicate, and spread. One was required of every citizen; badge, a symbol of the allegiance to the new, sexual, world order. The symbiotes continued to feed how they had been before, with Cat, encouraging sexual desires in order to gain nourishment from the adrenaline. Soon there was no need for the scent, people had become accepting of their new fate, and the symbiotes made sure they stayed that way. People were complacent on their leashes and the symbiotes became rather docile. It was estimate that soon the symbiotes would merge with the human form, creating a perfect hybrid.

Black Cat and Spider-Man sat at the highest seat of power, overseeing the working gears of the world and making sure nothing came to put a stop to all their fun. In truth, Cat could care less for everything she had done. It was all just an effort to keep the power in her favor, so no one could ever stand up to take her away from her beloved, Spider-Man.


End file.
