I'm not really sticking to any one continuity or universe. So, Spider-Gwen is in fact now living in the main Marvel Universe and is futa. While this chapter is sort of told from the perspective of Sue Storm, other chapters will be told from Spider-Gwen's perspective. Please leave reviews or comments!

Chapter 1

Spider-Gwen and Sue Storm were finishing up some sparring lessons. Sue had to admit, it is a little weird being around Gwen, especially since she isn't from this universe. But it looks like this Gwen will be staying around for some time. She even got an apartment and a spot on the Avengers team. Well, a reserve, but still.

Anyway, Gwen asked Sue to give her some extra training. Sue had her come to the Fantastic Four tower, since everyone else was away for a few days doing their own stuff. She had to admit, she was pretty good.

"All right! Looks like you got the hang of it." Sue put her hands on her lower back and leaned backward. "Good practice for me too. Tighter back there than I thought."

"I really appreciate this." Gwen used her tank top to wipe some sweat off her face. Sue caught a look at the six pack Gwen had. Pretty impressive for someone who is barely 20-years old. "I should probably get going."

"Nonsense. It's late and you have to be tired. Stay here for the night."

Gwen gave a small nervous look. "Are you sure?"

"Of course!" Sue said. "You can take the couch in the main lounge area. There are some blankets and pillows in the hall closet down there." Sue pointed towards the door leading out of the gym.

"Well…thanks. Really, it's very generous."

Sue patted Gwen on the back as she walked away. Her eyes lingered as she stared at her round, firm ass which was covered in a thin layer of yoga attire. Sue brought her focus back and went towards her room.

Sue was finishing some stuff on her computer. Took a little longer than she wanted it too. But once she did, she thought about finally taking her Fantastic Four uniform off. But, she decided to just check on Gwen, make sure she was all right.

Even though she was probably all ready asleep, Sue walked out of her room to go check on Gwen in the lounge area. She walked quietly, so as not to disturb her. When she was approaching eye distance, she turned herself invisible so as to not scare her. But what she walked in on was unexpected.

Gwen was sitting, leaning back on the couch with her eyes closed. Her hands were around the longest, thickest cock Sue had ever seen. It must have been at least 12 inches long, probably longer. And it was thick enough for Gwen to use both of her hands while masturbating naked on the couch. How she didn't notice this before is a mystery, but Sue felt horny just by looking at it. It has been a while since she last had sex, too long in fact. Plus, she did find Gwen very attractive. Sue, still invisible, walked towards her on the couch. She became visible once she was standing over Gwen, who opened her eyes and was immediately frightened. Sue put a finger to Gwen's lips, trying to calm her down.

"Hey! Don't worry! I'm not mad. I just want to help you out." Sue grabbed one of Gwen's hands and brought it to the back of her skin tight Fantastic Four suit. She had Gwen unzip the back of it. Sue then pulled the top part of her suit off, the bottom half still stuck to Sue's long legs. With Sue's naked breasts dangling in the air, Gwen seemed to be a little calmer. "Do you want my help?" Sue asked.

Gwen nodded her head, her cheeks a little red from embarrassment. Sue got down on her knees and used both hands to grab onto Gwen's cock and began stroking it. Moans escaped Gwen's mouth as Sue squeezed harder and went a little faster. After a few moments, Sue switched from her hands and used her breasts to wrap around Gwen's cock and moved them up and down. Sue even began sucking the tip of it. She could only really go down a few inches before she felt Gwen all ready cumming in her mouth. It tasted wonderful, but there was so much of it. Some of it drooled out of her mouth and either dripped down Gwen's cock or onto Sue's breasts.

Sue pulled her breasts away, but Gwen's cock was still rock hard. Gwen was breathing fairly heavily, but she definitely seemed ready for more. Sue gave Gwen a smile as she stood up and pulled the rest of her suit off of her body. Gwen leaned forward and moved her hands over Sue's thighs.

"You look so hot." Gwen said. Sue smiled even more and moved closer to Gwen, who returned to leaning her back against the couch. Sue and Gwen embraced each other in a passionate kiss. Sue was now sitting on top of Gwen, but Gwen's cock wasn't inside just yet. Sue pushed her ass up against Gwen's cock as she moved her tongue around Gwen's mouth. After several moments of kissing, Gwen moved her mouth and tongue to Sue's hard tits, which was covered in her cum. She sucked on them and licked everything up, which caused Sue to softly moan.

Eventually, Sue began positioning herself by lifting her body up. She grabbed Gwen's cock and made sure her wet pussy came down as far down the shaft as she could get it. She could only get it down to 7, maybe 8 inches before she flet it was too much. Gwen didn't seem to mind it, as she grabbed onto Sue's hips. Sue was bouncing, fucking the rock hard cock of Spider-Gwen, becoming more overwhelmed with the physical sensation of the experience every second. Both of them were moaning and yelling out in the empty tower.

Neither one of them knew how much time passed before Gwen finally climaxed. Everything exploded inside Sue, with some of it dripping out of her pussy due to the sheer amount of it. Gwen looked at Sue's face, her eyes were partly glazed over. Gwen laid Sue's body on the couch, not unconscious per say but not exactly responding either. Gwen turned Sue on her side and cuddled up right behind her body, pulling the blanket over them. Gwen was very happy Sue asked her to stay. Now, she wants this same kind of glazed look on other women.