Disclaimer: I own nothing.

Pairing: Spiderman/Deadpool

Rating: Strong M

Spiderman sighed as he swung from web to web through his city. Things had been going so wrong for him today, he had gotten his butt handed to him this morning by Juggernaut, he failed his huge test, and above all Jameson's insults were bombarding his ear drums as he swung all the way home. Sometimes he just felt like he needed to get away from everyone. A noise from his wrist caught his attention.

"Spiderman," It was Coulson through his communicator, "Report to S.H.E.I.L.D Helicarrier ASAP for training."

Great, just what he needed. He swung around and began heading his way towards the carrier. Suddenly his Spidey-sense rang through his brain.

"Uh-oh," Spiderman groaned.

A loud gun shot rang out and his web was suddenly severed in half. Spiderman yelped in surprise as he was tossed onto a rooftop, landing harshly onto his back. He groaned in pain as he struggled to get up.

"Hey, Webs!" A voice called as a person landed in front of the hero.

Spiderman looked up slowly and gawked, "D-Deadpool?"

The spider could see the huge grin plastered on the Mercs mouth, "The one and only!"

Spiderman jumped to his feet, "What do you want?"

It's true, Spiderman was still pissed at Deadpool about the whole "Agent Mcguffin" thing when the mercenary tried to steal and then sell every superheroes secret identity.

"Do you remember the last time we met," Deadpool clasped his hands together and gazed off dramatically into the distance with a long sigh.

"Where you tried to sell out every known hero on the planet? Rings a bell," Spiderman spat and glared harshly.

"You said 'We'll discuss our definitions of fun later'," Deadpool mocked in an almost perfect Spiderman voice, "Well, it's later."

"Seriously?" Spiderman grabbed the bridge of his nose in annoyance, "Why would I want anything to do with you after what you did?"

"Because I'm awesome!" The merc struck a pose.

Spiderman sighed and turned to walk away, which in retrospect turning your back to a criminally insane mercenary was not the smartest idea. Before Spiderman's Spidey-sense even had a chance Deadpool tackled the hero from behind and pinned his wrists above his head, rendering him immobile.

"Get off of me!" Spiderman thrashed against the man above with fury.

"I'll tell you my definition of fun," Deadpool growled low in his throat, "Or better yet I'll show you."

Spiderman was over half convinced that the merc was going to kill him right there on the rooftop. Deadpool used his unoccupied hand to reach up and pull his mask up, only revealing his mouth and nose, before he quickly lowered himself to Spiderman's neck. The Merc began mouthing at the skin beneath the suit.

"D-Deadpool?" Spiderman stammered as he felt the hot mouth. Okay, so not what he expected.

"Hush Baby Boy," Deadpool purred and grabbed one of his katana swords, "Deadpool's got you."

"Yeah that's why I'm worried," The spider answered as he eyed the blade nervously.

Deadpool used the sword and made quick work of the top half of the Spider's suit.

"Hey!" Peter yelled in protest, "I made this myself!"

"Oh, so you're good with your hands then huh?" Deadpool smirked wickedly.

Despite himself Peter began to blush wildly, thank god his mask was still on. Wade reached up and pulled Peter's mask until it was just over his nose. Then, the Merc leaned down and captured the hero's mouth. Peter was beyond surprised as he felt the Merc's tongue trace his lip, begging for entrance. Suddenly, Peter's nipple was pinched harshly, causing the young boy to gasp in surprise. The Merc took full advantage of Peter's now open mouth and attacked it furiously. Peter didn't want to admit it, but Deadpool was a great kisser. His teenage hormones got the better of him and he moaned slightly into the kiss.

"There you are!" Deadpool called victoriously, "Are you ready to play now?"

The spider didn't answer, he just bit his lip and avoided eye contact with the merc. Wade grinned wickedly, "Good," He growled lowly.

Spiderman was suddenly flipped onto his stomach and brought up to his hands and knees, "What are you-" He began to protest.

"Hush-sh-sh little Baby Boy," Deadpool purred from somewhere out of view, "I'll take good care of you,"

The bottom half of Peter's suit was suddenly gone but before a word was even able to squeeze past Peter's lips he was suddenly being spread open and wet heat was on his most intimate area. "Oh, GOD," Spiderman's arms gave out and his cheek met harshly with the floor, his fingers scratching at the cold concrete. Deadpool was licking, nipping, sucking, thrusting, against that one area. Peter shuddered violently at the feeling and rocked back hard onto Wade's tongue. "Oh fuck! DEADPOOL!" Peter cried out loudly. He was harder then he'd ever been before in his life. A finger was suddenly sliding in next to the Merc's tongue. "JESUS FUCK!" Peter swore as something deep inside him was struck and he saw stars. He moaned deeply as a second finger was added quickly, the two thrusting in and out and scissoring. The feeling was so alien to Peter, but honestly he loved it!

"God, Baby Boy," The tongue was suddenly gone and replaced by a third finger, "You are so amazing, I'm going to fuck you into this roof."

Peter's heart stopped and he struggled to gain enough breath, "No, please, not that. I'm not ready."

Deadpool flipped him over and gazed into his eyes, "Trust me," he said simply.

Spiderman had absolutely no reason to, but he strangely did; he trusted this mad man. Peter nodded slowly and squeezed his eyes shut. Deadpool cupped one cheek and kissed the spider slowly and began to enter him.

"Oh fuck!" Peter broke the kiss and slammed his head back against the rooftop. He groaned in a mix of pain and pleasure as Deadpool fully sheathed himself into Peter's body.

"God, Spiderman," Deadpool purred as he stalled and waited for Spiderman to get used to his length.

Deadpool suddenly pulled out and slammed back in, causing Peter to arch his back all the way off the rooftop in pure ecstasy and scream out in pleasure. Wade set a rough pace, hard and fast, driving Peter into the roof. The poor hero thrashed about in pleasure as the onslaught continued, his erection trapped between Deadpool's stomach and his own. Spiderman reached down to stroke himself but Deadpool quickly snatched his wrists and pinned them above his head again.

"No touchy," Deadpool smirked down and continued to pound into the spider.

Spiderman's back looked like a bow as he arched again, trying to gain friction against his cock, Deadpool smirked at the pathetic whimpering he heard. He kissed Peter roughly, tongue-fucking his mouth. The teenager was about to snap at the immense pleasure he was getting from the Merc.

"Deadpool, I'm gonna…" He groaned loudly as he felt a hand wrap around his cock, "DEADPOOL!" Spiderman came all over his own stomach and Deadpool's stomach as well.

Deadpool groaned at how much tighter Spiderman got when he clenched tightly from his orgasm. The Merc spilled inside of the teenager after a few more thrusts. The mercenary pulled out and collapsed next to the hero. "See," He said breathlessly, "Wasn't that fun?"

Line Break

Spiderman walked into the training room cautiously, he had had to go home and get his extra suit after Deadpool completely trashed his original; he was two hours late to training.

"Hey guys!" Peter called as he spotted his teammates all huddled in a group looking at something.

Everyone quickly turned to him, smirks on their faces.

"Oh, hello Spiderman," Iron Fist called with a knowing smile.

"Sup Parker?" PowerMan said with the same smile.

Nova was too busy laughing to say anything and Ava elbowed him in the ribs, "So where have you been Peter?"

Spiderman looked at his teammates and their smirks, a sinking feeling in his gut, "Uh, I was saving New York?" He didn't say it very convincingly.

"Spiderman!" A harsh voice called from the door. Peter turned around to see Nick Fury, "Where the hell have you been?"

"Uh," Peter stammered.

"I already know the answer," Nick growled and held up his S.H.E.I.L.D screen which was playing a news video with the title "Spiderman gets it handed to him".

It was a video of Deadpool and him on the rooftop.

All the color drained from his face and Nova laughed even harder.

"Deadpool." Peter growled harshly into the air.