More then just superheroes

Ultimate Spider-man fanfiction

By Zero2o11

I'm a huge Spider-man fan and I read a few fanfictions that were good, but they were to short. This will be my second shipping story, I'm shipping Peter Parker and Ava Ayala cause they're so much a like and the way I'm going to write this will make them realize their feelings for each other. I think this is like my fourteen romantic story so yea hope you enjoy.

Chapter 1: more then just superheroes

"Hey I'm Peter Parker, I'm a normal New York City high school student who just happens to be the ultimate Spider-man and it's my job to protect the great city of New York from super villains and other baddies" Peter said in a freeze frame then swingged around Time square in his Spider-man outfit "I'm also the leader of a S.H.I.E.D team who now live at my house cause the S.H.I.E.D helicarrier sank in the ocean.

(Flash back)

The helicarrier is sticking half way out of the ocean before cracking in half like the Titanic while mini Spider-man, White tiger, Power-man, Iron fist and Nova watched unable to save their base.

(Flash back end)

"It's not easy living with my team, but some how I manage" Peter thought remembering just this morning getting into a argument with Sam Alexander A.K.A Nova over who would get to use the bathroom first, but in the end Ava Ayala A.K.A White tiger pushed them aside and took the bathroom for herself. Spider-man shot another web and headed to his school "not only do I have to live with three other guys but a smoking hot babe like Ava" Peter continued sticking to a near by wall "to come to think of it Ava been acting kind of weird round me lately" the superhero commented remembering how odd the young girl had been acting when she was near him. Spider-man hopped off the wall and fired another web hitting the huge Daily bugle screen which had Spidy least favorite person j. Jonah Jameson "I J. J. Jameson will use my newspaper to bring that masked criminal Spider-man to justice" the middle age man yelled as he waved his finger "oh shut up you old fart" Peter said aloud knowing no one could hear him from 40 stories up in the air "it's every fucking day with that guy, why can't he go after someone else for once" Peter groaned firing a web away from the t.v. screen to down town New York.

Peter got to Mid town high and landed on the roof and changed into his normal clothes then headed down stairs where he met up with his best friend Harry Osborn "hey Peter where have you been?, you all most miss 1st period" Harry said as he watched his friend run up to him "sorry Harry I over slept" Peter replied feeling bad for telling his friend another lie.

freeze frame

"Man I hate lying to Harry, but I can't tell him I'm Spider-man mainly because he promise to get revenge on Spidy for turning his dear old dad Norman Osborn into the big bad Green Goblin.

freeze frame end

As Peter unlocked his locker he heard a familiar banging noise "guess what Parker it's locker knocker time" Flash Thompson said as he walked up to Peter while at the same time punching the lockers "screw off Flash I'm not in the mood this morning" Peter told the jock who stopped where he was " well well well look who grew some balls" Flash said sarcastically now walking up close to Peter till they were nose to nose.

Freeze frame

"Now I could knock Flash's lights out, but my uncle Ben wanted me to be a better man then that" Peter said looking away from Flash and remembered his uncle Ben telling him what it took to be a good man and what that stood for.

Freeze frame end

Flash grabbed Peter by the collar of his shirt and lifted him off the ground "what are you going to do Parker?" Flash asked tightly holding onto the nerd "your going to let him go before I break you're collarbone" Ava told Flash putting pressure on the jock's collarbone making him yelp in pain and let go of Peter "aaaahhhhhh let go you bitch" Flash yelled before being punched in the face by Peter "don't you ever call her that you stupid piece of shit" Peter screamed not caring that he had broken Flash's nose with his punch "Peter are you out of your mind you just broke Flash's nose" Harry told his friend shocked that his friend had hit someone "what's going on here?" Agent Coulson who was acting principal asked noticing the crowd that was around Peter, Ava and Flash "I slipped and smacked my nose against the locker, I think it meant be broken" Flash lied shocking both Peter and Ava. principal Coulson told the crowd to go to there classes then kneeled by Flash "now this is going to hurt a bit" Coulson told the jock before putting both his pointer fingers on either side of the jock's nose and put the nose back in place. Flash screamed loudly as his nose was snapped back into place while at the same time Peter and Ava shrieked in disgust.

Coulson gave Flash a paper towel to stop the nose bleeding then turned to Peter and Ava "mr. Parker could you please take mr. Thompson to the nurse's office and ms. Ayala go to your class" Coulson told the two teenagers who were still standing there. Peter helped Flash up and headed to the nurse's office while Ava went to her 1st period class "Flash why did you lie to principal Coulson?" Peter asked as he and Flash walked down the hall just enough that they were out of principal Coulson's ear shot, Flash was silent for a minute before giving Parker a silly smile that turned to a frown "cause I shouldn't of call Ava a bitch, you had ever right to punch me. You like her don't you Parker?" Flash replied the last part made Peter's cheeks turn crimson "wha...what?, what makes you think that?" Peter asked in a panic trying to hide his blushing but failed at it "I may not be the smartest guy Peter, but I can tell that you like Ava. I can't really blame you she's very pretty and smart" Flash commented holding the bridge of his nose to stop the bleeding.

Freeze frame

Peter looks away from Flash to empty space "What the hell am I in the freaking twilight zone?, I mean Flash Thompson one of the dumbest guys I've ever met knows I have a crash on Ava. The next thing I know he'll tell me he knows I'm Spider-man" Peter said now scratching his head with his pointer finger in confusion then look back at Flash. Just then the devil and angel Spider-man popped onto Peter's shoulders "I think you should break that big ape's neck before he tells someone that you like Ava" the devil Spider-man told Peter pulling out a baseball bat and hit the palm of his hand with it "no no no you can't do that it wouldn't be what your uncle Ben would want" angel Spider-man commented in disagreement to what the devil Spider-man had said "you would say not to kill Flash even if he tells everyone Peter is in love with Ava" the devil Spider-man said tossing the bat aside and folding his arms in anger. The two mini Spider-men disappeared with a pop leaving Peter alone "well that was no help" Peter groaned in annoyance.

freeze frame end

Peter let out a long sigh and looked at the floor as he and Flash kept walking "even if I did it wouldn't matter Ava doesn't like me like that" Peter said sadly sticking his hands into his pockets "uh Peter your stupider then I thought, Ava is crazy about you haven't you noticed the way she's been talking and acting around you?" Flash laughed giving his friend a friendly pat on the back. The superhero looked over at the jock in surprised "you really think so?" Peter asked now thinking back to the way Ava had been acting lately.

Flash back start

Peter was swinging through New York's high rise when he saw that White tiger was following him looking at something important "what are you looking at Tiger?" Spider-man asked as he landed on the side of a building "oh uh nothing Spidy, I was just uh uh uh looking at a hawk that was flying by" White tiger lied happy her mask was hiding her blushing face. Spider-man raised his eye brow curiously under his mask wanting to know why White tiger was acting weird, but before he could ask Nova showed up and started to annoy him by telling him that he planned to ask Mary Jane Watson out on a date.

Flash back end

The two boys reached the nurse's office "oh my god what happen!?" The nurse asked when Peter opened the door and the nurse saw Flash's broken nose "he slipped and slammed his face against the lockers mrs. Davidson" Peter answered as he helped Flash into a chair and got him another paper towel for his still bleeding nose "thank you mr. Parker I'll take it from here you can go back to your class" mrs. Davidson said before walking over to the drawer where she kept her medical things "hey Pete don't worry I'll won't tell anyone about you know what" Flash told Peter as he was about to walk out of the nurse's office. Peter thanked Flash for being willing to keep his secret to himself then left for his 1st period class "I wonder if I should ask Ava out on a date, meant say yes on the other hand she meant just laugh at me and say no" Peter thought to himself as he walked down the hall to his 1st period class "to bad uncle Ben isn't here he could help me...wait I can ask Nick Fury" he continued before sneaking into a empty classroom and pulled out his S.H.I.E.D intercom and called General Nick Fury "shouldn't you be in class Parker?" Nick asked the teenager when he answered the intercom "yeah but I was helping Flash Thompson to the nurse's office he slipped and broke his nose" Peter replied looking out the door window to make sure no one was coming "sure he did Parker, anyways why did you call me?" Nick asked wanting to know why Peter called him "oh well I was...wondering if you could help me with something?" Peter asked his cheeks were now going red peeking Nick's interest in the teen "what is it Parker?" Nick asked sounding a little more friendly then he usually did "I was wondering if you could tell me how to ask a girl out?" Peter answered looking away from the intercom feeling embarrass for asking the super spy Nick Fury how to ask a girl out. Nick rubbed his chin for a minute then spoke "it all really depends on who the girl is Peter" this just made Peter blush even harder now he would have to tell Nick that he had a crash on Ava "who's the girl?, I give you my word as the leader of S.H.I.E.D I won't tell a soul" Nick said making Peter look back at the intercom on his wrist "I want...to ask...out...Ava" Peter replied hoping Nick wouldn't start laughing at him "Ava uh mmmmmmm that's a tough one, she's a strong Independence woman who likes to think for herself, it won't be easy but I think I can help you" Nick told the teen before telling him how to ask Ava out and where to take her for they're date. Peter thanked Nick for his help then headed for his class, on the way peter thought about when he would ask Ava out.

"Sorry I'm late sir" Peter said as he opened the classroom door and went to his seat "it's fine mr. Parker now sit down and turn to page. 256 in your English book" the teacher replied while he wrote on the black board "hey Peter what did Flash say to you after you two left?" Ava asked in a whisper into Peter's ear while making sure no one was listening to they're conversation.

Freeze frame

Peter looks into empty space while he blushed like crazy "Shit shit shit what the hell am I going to tell her, I can't tell her that Flash knows I have a crash on her at least not here" Peter commented now trying to think of a lie. Out of no where a voice called out "time for the wheel of lies" just then a big wheel drops down and mini Peter grabs it and gives it a spin. The wheel spins for a few seconds before stopping on he wanted to say he was sorry for calling Ava a bitch and he felt really bad for doing it "that will work" Peter said to himself then went back to where his head was before

Freeze frame end

"Flash told me to tell you that he was sorry for calling you a bitch and he'll never do it again" Peter lied hoping Ava would believe him "that's good to hear" Ava replied giving Peter a sexy smile which made him fall out of his chair. Everyone but Ava laughed at Peter who landed face first on the ground "quite down everyone, mr. Parker please get back in your seat and try to be more careful" the teacher said to the teenagers while he kept writing down the lesson of the day. Peter got back into his chair and looked over at Ava who was smiling at him still "you ok Peter?" The girl asked smoothly making the hairs on Peter's neck stand up "yea...yeah I'm fine" Peter replied his face was now red "hey Pete what's wrong with you?" Luke Cage A.K.A Power-man asked from the desk behind Peter and Ava "nothing's wrong Luke I just slipped" Peter replied as he got back into his chair "man Parker you sure are a mess today" Sam joke laughing a bit but quickly shut up when Ava gave him a death stare "it is not wise to anger a woman" Danny Rand-K'ai A.K.A Iron fist told Sam in his usual wise way, the rest of the class was pretty boring and all the while Peter had the feeling Ava was staring at him the whole time

When class finally ended everyone got there things and left the class room "hey Ava could you hold on a minute?" Peter asked as Ava was about to walk out the door "what's up Pete?" Ava asked as she put a piece of her hair behind her ear. This made her look even more beautiful looking and made Peter even more nervous "I...I was...wondering if...you...wanted...to...go out for...dinner tonight" Peter said nervously trying to remember what Nick Fury had told him earlier. Ava's eyes widen in surprise, her heart was beating hard against her chest and her breathing quicken, she had never thought that Peter Parker would ask her out on a date it was like a dream come true, but Ava had to play it cool she didn't want Peter to know just how much she wanted to go out with him "yeah that sounds great, but what about they others I don't want Sam finding out cause if he does he'll never shut up about it" Ava replied a huge smile formed on her face while she blushed a little "you got a point I'll just tell him I have to go train at the S.H.I.E.D headquarters and you can just tell him you're going to go hang out with Mary Jane" Peter replied hoping his plan would work "what about your Aunt May?" Ava asked remembering that she and Peter lived at his aunt's house "don't worry she's going to go see a movie with some of her friends" Peter answered giving his friend a smirk "that's good to hear" Ava smoothly said now playing with her hair and smiling at Peter in a way that made his pants get a little tighter then he would of liked. Lucky for Peter Ava didn't notice his erection she turned to leave just as his member got hard. Peter told Ava he would be right behind her but first he had to go to the restroom.

Ava walked to her next class lost in her thoughts "I can't believe Peter asked me out on a date, I wonder what got into him?" she thought to herself as she walked pass Luke, Sam and Danny without saying a word to them "I should go buy a new dress something nice and sexy I want to look good" Ava continued thinking how she wanted to get a good dress for her date with Peter "I meant style my hair, he meant like that" Ava thought some more not really paying attention and ran into Mary Jane Watson making them both fall over "oh my god Mary Jane I'm so sorry I should of been watching where I'm was going" Ava apologized to the red head who was rubbing her back "it's ok Ava I know you didn't mean to run into me" Mary Jane replied smiling warmly at the other girl who was now picking up her books and notes. Mary Jane noticed the redness in Ava's cheeks and quickly understood why she hadn't been paying more attention to where she was going "so what boy were you thinking about?" Mary Jane asked slyly making Ava drop her books and notes again "what!?, I wasn't thinking about a boy" Ava replied trying to hide the growing blush in her cheeks "sure you won't" Mary Jane joked now picking up her own books and notes. Ava looked around making sure no one was paying attention to her or Mary Jane "ok I'll tell you but please you can't tell anyone" Ava told the red head who was now standing up. Ava got up and walked up close to her friend so she could whisper into her ear "well I was thinking about Peter, he just asked me out" Ava whispered making Mary Jane slap her hand over her mouth to keep herself from shouting in shock "really? That doesn't sound like something Peter would do" Mary Jane whispered back as she and Ava started walking down the hall to they're class "I guess you don't know Peter as well as you thought, hey you want to come shopping with me I need a new dress and I need some help picking one out" Ava said now in her normal voice not wanting anyone to look at her or Mary Jane oddly "sure sounds like fun" Mary Jane replied sounding a little less then happy about hearing Peter asking another girl out "I'm sorry Mary Jane if you don't want to help me you don't have to" Ava commented noticing the sad look Mary Jane had on her face "no it's fine I should be happy for Peter, he's been my best friend since we were little I should of known he would ask someone out sooner or later" Mary Jane said holding tight to her books and frowning a little. The red head looked at Ava turning her frown into a smile not wanting her friend to feel bad about dating Peter. The girls agreed to meet after school to go shopping for Ava's dress and also agreed not to tell Luke, Danny, Sam or anyone else cause they didn't want rumor spreading about her or Peter.

Meanwhile Peter was so busy thinking about his date that he hadn't noticed Luke talking to him "hello Pete you in there man?" Luke asked knocking gently on Peter's head "oh sorry Luke I was just thinking about something" Peter answered rubbing the spot Luke had knocked on. He, Luke and Danny were in they're math class and had been split up into teams of three. Peter of course teamed up with Luke and Danny "one should keep his mind on the task at hand Peter, why don't you tell us what's on your mind" Danny said as he wrote down an answer to a math problem.

Freeze frame

It's time for another game of the wheel of lies!" A voice called out as the wheel of lies dropped down blocking the view of Danny and Luke "oh great this again" Peter groaned as he grabbed the wheel and spinned it as hard as he could. The big wheel spinned for a minute before stopping on "I hope aunt May will be ok with her friends" as soon as Peter got his answer the wheel of lies disappeared.

Freeze frame end

Peter told his friends the lie he had gotten from the wheel of lies knowing they had no reason not to trust him "don't worry about her dude you're aunt is a tough old lady, I'm sure she can take care of herself" Luke told his friend patting Peter on the back "he's right Peter you shouldn't worry about your aunt" Danny commented as he tried to work out a hard math question "yeah you guys are right I worry to much" Peter replied now working on his own math work.

The three friends talked for a while about all kinds of things ranging from football to what they plan to do to Sam as pay back for hiding they're hero outfits "we should put Icey hot in his helmet that should do the trick" Peter said evilly as he imagined Sam running around S.H.I.E.D headquarters screaming in pain as the rest of the team laughed at him "no that's to easy, I say we bleach his outfit pink and draw a dirty picture on his face with a marker" Luke laughed thinking his idea was the best one so far. The three friends broke out laughing as they thought how funny that would be "ok that's a good one, how about we do both that would really teach that jackass not to mess with our outfits" Peter said chuckling at the idea of doing both his and Luke's jokes on Sam "you two should not take revenge, that will lead only to more revenge" Danny told the two other boys at his table who both disagreed and told Danny that Sam was getting what was coming to him.

Class ended and Peter went to his P.E. class, he thought about skipping the class but decided not to cause he would get in trouble and he needed to talk to Flash anyways to tell him he asked Ava out "hi Flash, how's your nose?" Peter asked the jock who had a bandage covering his nose "it's fine thanks for asking" Flash replied leaning up against the bleachers "I thought I should tell you I asked Ava out and she said yes" Peter said before being pulled into a bear hug "way to go little buddy I knew you had it in you" Flash almost shouted but was able to keep it down.

Freeze frame

"That's Flash Thompson for you one minute he's trying to put you into your own locker the next minute he's hugging you like he's your best friend" Peter joked pointing at Flash with his thumb.

Freeze frame end

"Hey Flash I hate to ruin this happy moment but I can't breathe!" Peter gasped as he tried to get some air into his lungs "sorry Pete" Thompson apologized letting Peter out of his strong grip. The nerd gasped for air holding his chest as his lungs filled up with the life giving substance "it's ok Flash just next time be a little more careful will you" Peter laughed as he leaned against the bleacher next to Flash, who laughed a bit before telling Peter he would be more careful in the future "where are you planning to take her?" Flash asked as he and Peter watched Ava walk into the gym "I'm not sure" Peter replied now scratching his head trying to think of where to take Ava for they're date. Soon the gym teacher told everyone to go change and go out to the field. In the changing room Peter was changing his shirt when he heard Sam calling his name "yo Peter try not to get yourself hard out there" this owned him a low groan from Peter.

Freeze frame

Peter looks away from Sam "man sometimes I wish I could teach Sam a lesson" Peter said smiling evilly as he imagined him in his Spider-man outfit and Nova tried up and in a huge sling shot then Spider-man shoots Nova into the sun.

Freeze frame end

Peter didn't say anything cause he knew it would only lead to a fight, after all the guys were done changing they all went to the field. When Ava came out Peter couldn't help but stare at her well form ass and chest "damn what a great body, I wish I could get a piece of that" Peter thought trying not to get an erection in front of everyone "hey Peter" Ava said smoothly knowing it made the young teenage boy shiver "h...hi Ava" Peter replied nervously while he blushed madly, Luke, Danny and Sam noticed the redness on their friend's face and looked at each other in confusion unsure why Peter was blushing "are you ok Peter?" Danny asked making the spider based superhero start to panic and think up a another lie. But before he could say anything Flash called Danny over and asked him to play catch with a football "oh man thank you Flash" Peter said to himself relieved that Flash helped him out of a tight spot "hey Peter follow me I want to tell you something" Ava whispered into Peter's ear as she walked pass him and headed for the bleacher while walking in a very sexy way. Without a second thought Peter followed his follower superhero to the bleachers while making sure no one saw him or Ava heading for the bleachers.

When Peter walked under the bleachers he didn't see Ava, then out of nowhere he was being pinned to the ground "Ava what the heck are you doing?" Peter asked when he realize that he was being pinned by his teammate "you know what I'm doing Peter" Ava replied as she held Peter's arm down and kissed him on the passionately lips.

In Peter's mind

A whole brunch of mini Peters are sitting around a round table trying to work out what was happening to the real Peter Parker "holy shit Ava is actually kissing him!" One mini Peter said as he freaked out "maybe this is some kind of test to see what he'll do" another mini Peter commented looking at a piece of paper with different ideas on what to do next. The mini Peters started arguing over what to do next and if Peter should kiss Ava back "I say he should kiss Ava back that's what she wants" a mini Peter told the others sure that it was the right move "are you crazy!" a mini Peter shouted standing up and slammed his hands on the table. This of course started another argument between the mini Peters.

Back outside of Peter's head

Without thinking more about it Peter kissed Ava back pushing his tongue into the beautiful girl's mouth, this owned him a soft moan from Ava and her tongue started fighting with his tongue "wow Ava where did that come from?" Peter asked when he broke his kiss "that was to give you an idea of what's to come" Ava replied before getting off of Peter and walked out from under the bleachers leaving Peter to work out what just happen.

For the rest of the day Peter thought about the kiss Ava had given him and what she meant by more to come "what the hell did she mean by more to come" Peter said as he hopped and swingged through New York's high rises, just then he heard a alarm go off and Electro running out of a bank "hey captain light bulb I thought you would of given up on robbing banks" Spider-man joke before grabbing the bank bags with his webs and pulled them away from Electro "damn it Spider-man why can't you just leave me alone" Electro yelled before shooting a pair of lightening bolts at the wall Spider-man was sticking too "what can I say you have a electric personal hehehehe get it electric personal cause you have electric powers" Spider-man laughed as he landed on the street and fired a web into Electro's eyes blinding him "aaaaahhhhhhhh you little shit when I get my hands on you I'm going to fry your brain" the bad guys screamed as he tried to get the webs out of his eyes. When he did he saw Spider-man standing in front of him about to punch him in the face "ah shit" the villain groaned before being knocked out with a single punch "good job Spidy you took out Electro with very little damage to the area" Nick said making Spider-man jump a little "jeez Nick you need to stop sneaking up on people" Spider-man replied trying to act like he wasn't scared but the super spy knew other wise "stop complaining web head" Nick groaned as he watched two of his agents take Electro away "now about that little problem of yours?, did you work it out?" Nick asked as he and Spider-man walked over to the jet Nick came in "yeah I did I asked Ava out, thanks for the help" Spider-man answered as he and Nick got in the jet and Spider-man pulled off his mask "no problem Parker I'm glad I could help, I'm just glad you didn't call Tony Stark, who knows what he would of told you" Nick commented sitting in a chair getting ready for take off "why would it be a bad idea to call Tony?" Spider-man asked taking a seat in a chair next to Nick "cause he's a womanizer and a hot head" Nick replied as the jet took off and headed for S.H.I.E.D headquarters.

Peter looked out the jet window as New York quickly passed by the speeding jet "Parker what are you planning to wear?" Nick asked the superhero who was still looking out the window "oh uh I have my uncle Ben's old tuxedo, I thought I would wear that" Peter replied turning from the window to look at the leader of S.H.I.E.D "yeah I don't think a tuxedo from the 70s will work" Nick commented before pulling out his intercom and called Dr. Curt Connors to tell him that he was going to help make Peter a tuxedo which he was more then happy to do since he owned Peter for saving him when he was turned into the Lizard.

When they got to S.H.I.E.D headquarters the two men headed for the lab where doc Connor was busy working "oh good Spider-man you're here come take a look" Connor said happily when he saw Peter walk into the lab "wow doc it looks great" Peter said when he saw the tuxedo hanging up on a model of himself. The tux was a jet black three button jacket with a white vest under it and a white handkerchief sticking out of the right chest, the tux also had matching black pants and shoes "how did you guys make this so fast?" Peter asked as he got a better look at the tuxedo "I had this made a little while a go cause I wanted to thank you for saving me" Connor told the teen smiling at how happy Peter was when he saw the tuxedo "you didn't have to pay me back for saving you" Peter said looking back at dr. Connor who was laughing a little "yes I did, you helped me when I needed it the most and you wouldn't give up on me" Connor argued remembering being in doc ock's lab bear ass naked and Spidy was there to cover him up. Peter went to the break room and changed into his tuxedo and looked himself over amazed at how well it fit him "man it fits like a second skin" Peter said looking at the back of his tuxedo to see how it looked "looking good Parker now you look like a man ready for a date, here take this" Nick said as he walked back into the lab and handed Peter a debit card "thanks Nick, but why are you giving me this?" the teenage boy asked while he put the card into his wallet "call it a early Christmas gift now you have an hour before your date so try not to ruin the tux" Nick replied leaving Peter to go to the command center. Peter sat on the couch that was in the break room and turned on the tv, he flipped through the channels for a minute before finding something good "250 channels and nothing good on" Peter groaned as he put his hands in his pocket and quickly felt something in the left pocket. He took hold of the object and pulled it out of his pocket and when he did his mouth fell open, it was a condom with a note on it. He read the note wanting to know who was crazy enough to give a 16 year old a condom.

Dear Peter

Through our great good fortune, in our youth our hearts were touched with fire. It was given to us to learn at the outset that life is a profound and passionate thing, so please use this wisely and use it only when the time is right.

Your friend

Nick Fury

A smile formed on Peter's face as he read the note, he had no idea Nick cared for him so much. He had been a father figure to Peter ever since he joined S.H.I.E.D "thanks Nick I'll make sure I use it only when it's necessary" Peter said as if the leader of S.H.I.E.D was in the room with him before putting the condom back in his pocket.

15 minutes before his date Peter went to the command center to see if someone would give him a ride "hey Nick could someone give me a lift other wise I'm going to have to swing down" Peter said as he walked into the S.H.I.E.D command center with his mask and gloves on "I know Spidy and I already got you a ride agent Hallaway looks like you're passager's ready to go" Nick said to a very beautiful woman with short black hair and green eyes "yes sir this way Spider-man" agent Hallaway told Spidy as she walked pass him and headed for the hanger. The two walked to the hanger not talking at all Peter was nervous about his date and agent Hallaway was not the kind of person who got into other people's love lives "you look very handsome Spider-man, but you don't have to wear the mask I know who you are Peter Parker" Hallaway said walking into the hanger where they're jet was waiting "wait how do you know who I am?, ok never mind I forgot you're a S.H.I.E.D agent duh" Peter replied as he followed the woman into the jet. Peter pulled off his mask and gloves then put them in his right pocket and sat in the co-pilot chair "I'm General Fury's second in command I know everything about you Peter" Hallaway said before starting up the jet and took off to where Peter was having his date.

Hallaway dropped Peter off a few blocks away from the restaurant he was taking Ava to. He got to the restaurant and waited for a while before he started to worry that Ava wasn't going to show up "Peter is that you?" Ava asked making Peter turn to where the voice was coming from, when he did his heart nearly popped out of his chest. Ava was wearing a silk white dress and shoes with a gold neckless around her neck and she had her hair in Chignon making her look very very beautiful "wow Ava you look amazing" Peter said dumbfoundedly making Ava giggle at him a little "thanks Peter, by the way great tuxedo where you get it?" Ava replied now looking her date over with a wicked smile on her face "oh this old thing it was a gift from dr. Connor for saving him when he turned into the Lizard" Peter replied blushing a little cause of the way Ava way staring at him. The two teens went inside and were seated at a table that was against the wall "I can't believe this place, it's so nice" Ava said as she looked around the restaurant and the paintings on the walls "yeah it is Nick told..." He stopped right away he was now in trouble "wait General Fury knows we're on a date!" Ava gasped while she blushed like crazy "yeah he does but he only told me what restaurant to take you that's all" Peter lied not wanting the date to end so soon or Ava to kick his ass. Ava let out a long sigh of relief "that's good to hear" she commented just before the waiter came. Ava and Peter ordered they're food and while they waited they talked about they're past and how they were both orphans which brought them closer together. When the food came the couple ate they're food still talking about they're life's and what they hoped to do in the future "oh man this is so good here Peter try it" Ava said picking up a piece of her salmon and put it in Peter's mouth "wow you're right that is good" Peter replied after he swallowed the fish making Ava giggle "hey after this want to go for a walk?" Peter asked hoping his date would say yes "sure that sounds good" Ava answered now thinking up a plan that would make the night wonderful for the both of them.

After they were done with they're dinner Peter paid the bill and the two headed for the park holding each others hands. Ava couldn't remember ever being this happy since her father had died, Peter seemed to make her horrible past disappear and made her feel like there was nothing wrong. Peter and Ava walked around the park for a while talking a little bit about all kinds of things till Ava stopped making Peter look at her oddly "what's wrong Ava? Parker asked not letting go of Ava's hand "Peter I have to tell you this now or I'm never going to get this out...I love you Peter, your a crazy hot shot who won't do as your told but at the same time you're do what ever it takes to protect the ones you care about and I think that's the bes..." But Ava was cut off by Peter who pulled her in for a passionate kiss "I love you too Ava" Peter said hugging his date tightly not wanting to let her go. Just then they heard what could easily be Hello by Lionel Richie "you want to dance?" Peter asked knowing he couldn't dance at all but he was willing to try "I would love to" Ava replied putting Peter's hand on her hip and started to dance with him.

I've been alone with you

Inside my mind

And in my dreams I've kissed your lips

A thousand times

I sometimes see you

Pass outside my door

Hello!

Is it me you're looking for?

I can see it in your eyes

I can see it in your smile

You're all I've ever wanted

And my arms are open wide

'cause you know just what to say

And you know just what to do

And I want to tell you so much

I love you

The two did a simple three step dance not wanting to step on each other's feet, while at the same time they share a short kiss.

I long to see the sunlight in your hair

And tell you time and time again

How much I care

Sometimes I feel my heart will overflow

Hello!

I've just got to let you know

'cause I wonder where you are

And I wonder what you do

Are you somewhere feeling lonely?

Or is someone loving you?

Tell me how to win your heart

For I haven't got a clue

But let me start by saying I love you

Meanwhile in the distance Nick Fury was leaning on a power box that had a large CD player playing Lionel Richie's song "works every time" he said with a huge smirk on his face as he watched the two teenagers dance in the park.

Hello!

Is it me you're looking for?

'cause I wonder where you are

And I wonder what you do

Are you somewhere feeling lonely?

Or is someone loving you?

Tell me how to win your heart

For I haven't got a clue

But let me start by saying I love you

The song ended but the young couple kept dancing " General Fury I know I never questioned you before, but why are you following Parker and Ayala?" Hallaway said in Fury's intercom while Nick was still watching Peter and Ava dancing "I thought I would give Parker a helping hand and what better way then playing a little Lionel Richie" Nick replied giving his underling a cocky smile "but sir they may try to have sex!, if they do Ava could get pregnant" Hallaway told her boss who just shaked his head in disagreement "I wouldn't worry I gave Parker the tools to make sure Ava wouldn't get pregnant" Nick replied before shutting off his intercom and went back to watching the young couple.

Peter was doing a pretty good job even if he had never really danced before, he kissed Ava on the forehead sweetly not knowing that Nick was there giving him a helping hand "I love you Peter" Ava cooed as she laid her head on Peter's chest and wrapped her arms around his mid-section pulling him close to her "I love you too Ava, by the way what did you mean by more to come?" Peter replied hugging his girlfriend back. Ava looked up at Peter with a evil smile on her face, she then leaned up to Peter's ear "let's find a more private place then I can tell you what I meant" she whispered running her finger up and down Peter's chest then headed back out of the park with Peter right behind her. Peter tried to think of why Ava wanted to go to a more private area.

Freeze frame

The angel and devil Spider-man popped onto Peter's shoulders "what are you stupid? How the hell do you not know what she's planning?" The devil Spider-man asked knocking on the side of Peter's head. Peter still looked lost so the devil Spider-man slapped his forehead "let me make this simple Ava...wants...to...fuck...you" the evil Spider-man told Peter slowly making sure he under stood what he was saying "she wants to what!" Both Peter and angel said at the same time both their eyes popped out of their heads "why else do you think Nick Fury gave you that condom?" The devil Spider-man asked waving his finger in a cocky manner. Peter thought for a moment and remembered the condom that was in his left pocket "oh crap that's right I totally forgot about it" Peter replied hitting himself like a idiot "whoa whoa whoa slow down you're only 16, your to young to have sex!" The angel Spider-man shouted angrily trying to talk Peter out of having sex with Ava "you could get Ava pregnant, what are you going to do if that happens?" angel Spider-man continued hoping the young teenage boy who was still thinking about weather or not to sleep with the very beautiful, smart and probably very horny teenage girl that was in front of him. Peter didn't say anything for a minute he had to really think about this "no she won't get pregnant, I'll use the condom and I will show Ava just how much I love her" Peter told the the mini Spider-men who had a look of joy and disappointment on their faces then disappeared.

Freeze frame end

As Peter followed Ava a thought crossed his mind making him stop "hey Ava where are we going?, we can't go back to the house the guys are there" Peter asked making Ava look at him in a very lustful way "I thought we would go to the S.H.I.E.D and use one of the unused bedrooms, I know you can sneak us in without anyone seeing us right?" Ava replied walking up close to Peter and kissed him on the lips while at the same time she rubbed his cock making it semi hard "yeah...sure" Peter commented before grabbing his mask and gloves out of his jacket and put them on "hold on it meant get windy" he continued wrapping his arm around Ava and took off "whoa!" Ava yelled joyfully as she and Peter swingged through New York. It took Peter a little longer then normal did to get to S.H.I.E.D mainly because he had to make sure he didn't drop Ava and he wanted to show her a good time "there it is, that's odd where's the guards?" Peter asked when he saw no one in the guard towers "they're probably all getting coffee now shut up and let's go other wise you won't find out what I was talking about earlier" Ava groaned in annoyance, this just made Peter blush he was finally going to get laid "ok hold on we can go through the air shaft on the roof" Peter told his date before firing a web at a few cameras to block there views the swingged himself and Ava to the roof where the air shaft was.

The air shaft was right where Peter said it was "nice job web head" Ava said kissing Parker on the cheek as he opened the air shaft "ladies first" Peter smiled returning the kiss and watched Ava crawled into the shaft "what a great ass" Peter said out of no where slapping himself for saying it "if you don't hurry up you won't get to see more" Ava joked looking back at Peter with a sexy smile on her face "more?" Peter asked himself as he followed Ava into the air shaft. The two teens crawled through the air shaft making they're way to the area where the bedrooms were and both of them were growing horny and wanted each other really badly "I'm going to rock your world Parker" Ava thought sexily looking back at Peter from the corner of her eye, her panties were getting wet from the thought of having sex with Peter and having his manhood inside her pussy. She was a little scared about losing her virginity she heard that it hurt a lot at first but in the end it was worth it, the passion that came with it was going to be amazing "hey Ava hold up you passed the room" Peter told the girl who quickly backed up as Peter opened the air duck and checked to see if the room was empty and it was "the coast is clear" Peter said helpfully before hopping down and held his arms up to help Ava down.

As Ava climbed down Peter got a good look at her panties making his cock hard "holy shit her panties are soaking wet, hehehehe I just got a great idea" Peter thought before pulling off his mask and moving Ava so her pussy was over his mouth so he could lick her vagina "oh god Peter that feels so good!" Ava moaned as she held tight to the air shaft opening, Peter stopped licking Ava's pussy so he could move her panties out the way. There it was a long pink slit in between Ava's legs, her clitoris was hard and dripping with her juices "well it's now or never" Peter told himself before he lowered Ava and licked her pussy folds making her scream in pleasure "Peter...go...deeper!"Ava screamed at the top of her voice not caring if anyone heard her screaming, Peter did as he was told and pushed his tongue deep inside Ava's pussy making her moan even louder. He made sure to lick her vagina walls and clitoris wanting to make sure he did a good job and by the way Ava was screaming he was "I...love...you...Peter...Parker!"Ava groaned now digging her nails into the metal "I...love...you...too...Ava...Ayala" Peter replied in between his licks and light bites. It was a good thing Peter was super strong other wise he would of never been ever to hold Ava up like he was "hey Peter put me on the bed" Ava panted biting down on the corner of her mouth "ok" Peter replied putting Ava on the bed and pulled off her panties "hold on I need to take my dress off" Ava said standing back up and unzipped her dress and let it fall to the ground then unhooked her bra letting Peter see her dark brown nipples.

Freeze frame

"Ok this is the greatest day of my life, 1. I got to break Flash's nose and I didn't get in trouble 2. I asked Ava out on a date 3. Dr. Connor gave me this kick ass tuxedo 4. I got to dance with Ava in the middle of Center park 5. I get to see Ava bear ass naked and we're about to have sex, man could this day get any better" Peter said jumping up and down in absolute joy.

Freeze frame end

"Ava...I've never seen anything so beautiful" Peter said as he cupped both of Ava's boobs and played with the nipples that were now hard "Peter stop playing with them" Ava moaned wrapping her arms round Peter's neck to help hold herself up "there so soft" Peter said squeezing the boobs causing their owner moan even more "oh Peter that feels...good" Ava panted before letting go of Peter and fell on the bed behind her "Peter I want you to eat out my pussy" the young woman told her lover opening her legs so Peter could see her dripping wet vagina and clitoris. Peter's cock was at full mast and was pushing up against his pants, so he undressed as fast as he could showing Ava his eight inch cock "wow Peter you sure have a awesome penis" Ava said blushing at the sight of the hard male member "thanks it's not bad if I say so myself" Peter replied with a huge cocky smile on his face. Peter got on the bed and kissed Ava on the lips then went down to her neck and kept going till he reached her clitoris and sucked on it making Ava scream lustfully and hold tightly to the bedding as Peter licked up and down her pussy then lightly bit it. Peter used his fingers to open Ava's vagina folds so he could lick her insides causing her to buck her legs in enjoy "oh god Peter I'm so close just a little more" Ava yelled tossing her head from side to side and squeezed and rubbed her own boobs and nipples "fuck you taste so good" Peter said in between his licks, sucks and bites. Peter pushed his tongue in and out of his girlfriend's pussy making sure he did it right "ahhhhhhhhh" Ava shouted at the top of her voice as she had her first orgasmed covering Peter's face with her vaginal juices.

Peter moved up the bed so he was lying next to Ava, who pulled him in for a long loved filled kiss "thank you Peter, now I think I should give you a little pay back" Ava said before kissing Peter again and went down to his rock hard cock, she was amazed at how big and thick the male member was "are you ok Ava?" Peter asked noticing the odd way his girlfriend was staring at his cock "yeah it's just...it's the first time I've ever seen a dick" Ava replied before she started to rub the dick making Peter groan happily. As she rubbed the cock, Ava licked up the dick then kissed the cock head knowing it would make Peter moan and groan in absolute pleasure "I told you there was more to come, now sit back and enjoy" Ava told Peter before slipping the dick into her mouth and started to deep throat him letting the dick hit the back of her throat making her nearly throw up but she was able to stop herself from doing so.

Ava bopped up and down on the throbbing cock while she massaged Peter's balls at the same time, this of course got several happy moans and pants from the teenage boy.

As Ava sucked his dick Peter was breathing heavily and gritting his teeth wanting to hold on as long as he could "fuck yes keep going babe you're doing great" Peter said between his teeth as he tossed his head back now really enjoying the blow job he was getting from Ava "glad your enjoying it stud" Ava replied with the tip of Peter's cock still in her mouth. The blow job went on for a good ten minutes without either of the teenagers saying anything to each other, they're moans and groans told them how they were doing "mmmmmmmmmm I can taste you're pre cum, it's a little salty" Ava told Peter after what seemed like an hour of them not talking to each other. Peter just put his hand on top of Ava's head to hold her there not wanting her to move from where she was before replying "I'm just about there just keep going, you're doing a fucking wonderful job" He then ran his fingers through Ava's jet black hair feeling how silky it was. Peter bucked his hips wanting his dick to go farther into Ava's throat "just a little fucking more" Peter thought to himself as his pre cum oozed out of his cock. Without saying a word Ava begun to hummed sending Peter over the edge, firing load after load of cum into Ava's mouth and down her throat into her stomach, she took as much as she could but there was to much so she let the rest of the cum go all over her face and hair. Once she was sure her lover was done she kissed him deeply and laid her head on his strong chest "I love you Ava you know that" Peter said as he peppered his girl's head with several kisses each one full of love "I love you too Parker, now could we get down to business I really want you to fuck me and fuck me good" Ava replied returning each kiss Peter had given her "really?, well ok just give me a minute" Peter commented before getting out of the bed and went over to his jacket and pulled out the condom "haha I found it" Peter said opening the wrap and pulled out the condom and put it on his cock then got back on the bed.

Peter got on top of Ava and lined his penis up with her vagina then push the tip in slowly making Ava moan lustfully "you ok?" Peter asked making sure his girlfriend was ok so far "yeah I'm good keep going"Ava replied giving Parker a small smile. Peter went farther in till he was stopped by a fleshly barrier "what the heck is that?" he asked looking down at Ava for an answer "it's my hymen, you have to push through it, but be gentle please" Ava replied getting herself ready for the pain that was coming "oh uh ok on the count of three I'll push through ok?...one...two...three" Peter said before bucking his hips and broke through the hymen causing Ava to screamed very loudly. Peter didn't move for a minute he wanted Ava to get use to having his cock inside her, he could feel blood run pass his dick telling him that he had just taken Ava Ayala's virginity and she had just taken his virginity as well "I'm good Peter now go slow at first and I'll tell you when to speed up" Ava commented before kissing Peter, who slowly pulled out and pushed back in making the girl moan as he did so "fuck your pussy is really fucking tight" Peter panted as he kept humping Ava's super tight pussy "shut up and keep going" Ava ordered digging her nails into Peter's back "ow ok ok there's no reason to get violent" Parker replied before he started to hump into the young woman under him.

With each hump Ava let out another scream for more which Peter was more then happy to do. Peter couldn't believe that he was actually having sex with Ava Ayala, one of the hottest girls he had ever met in his whole life "I want...you...so...bad"Ava panted as Parker bucked into her more and more getting her closer to her second orgasmed "same...here" Peter replied in heavy breaths before feeling a pop "fuck the condom just broke" Peter said in a panic ready to pull out "so what, I'm on the pill anyways" Ava groaned using her legs to push Peter back inside her. Peter looked at her in confusion unsure if she was lying or not, but that thought quickly left his head when he felt Ava's vagina squeeze on his cock making him want to keep going "fuck it" Peter shouted before he started humping Ava as hard as he could and started to suck on her nipple. Peter wasn't thinking about anything else but the fucking he was giving Ava and how he was enjoying it so much, then a wonderful idea came to Peter's mind he took his pointer finger and pushed it into Ava's pussy this got him a very approved moan from Ava who pulled him in for a kiss "oh god" the beautiful girl yelled holding her arms around Peter as he pounded away at her vagina "I'm so happy Peter" she cried kissing Parker on the cheek. Peter returned the kiss he was just as happy as Ava was, not because he was getting laid but because he was having sex with someone he cared for.

"Ava I'm so close to cumming" Peter said in heavy breaths feeling his cock and balls burn with the need to release "I want you to cum inside me, don't pull out" Ava panted holding tight to her boyfriend so he couldn't pull out of her pussy "uh...uh...uh...here it comes" Peter said between his teeth before he started humping as hard as he could making Ava cum, after a another minute Peter finally came firing load after load into Ava's womb till it started to over flow running down Ava's ass and onto the bed. Once he was sure he was done Peter pulled out and laid on Ava's sweat covered body pressing her boobs against his chest, both of them were really worn out from having sex but they shared a short kiss "that was awesome thank you Peter" Ava said before lowing herself so she could clean Peter's cock off "your welcome Ava, we should do this again sometime soon" Peter replied moaning a little as Ava cleaned off his dick "yeah but we meant have to go to a hotel next time" Ava commented now done cleaning Peter off and laid her head on Parker's couple felt really sleepy but they knew they had to get home before the others noticed that they won't home "what time is it?" Ava asked as she kissed Peter's chest, Peter grabbed his intercom and looked at the time "it's 1:36 a.m." he replied before getting up and took a short shower. Ava took a shower next then got dress and the two sneaked back out of the S.H.I.E.D base then headed home while thinking about the wonderful time they had just shared and how they were going to do it again.

The end

I hope you guys enjoyed the one shot, I really tried to make this story good and stay true to the show. I don't own Ultimate Spider-man it belongs to Stan Lee and Marvel comics, but please leave comments and reviews. Peace out y'all