First Posted as a Bonus Smut Scene on My Blog on April 16th, 2019.

Through the Floor(M'gann M'orzz/Miss Martian and Kitty Pryde/Shadowcat)


Peter Parker worked diligently on a formula for some new super sticky webbing. He finished the calculations and checked them over. Peter supposed the only thing would do is mix up a batch, let it cook, and then run the tests. Then they would be ready for the bad guys.

A warm hand against Peter's thigh jerked him out of his work. There was someone underneath his desk and that someone, someone dipped underneath his pants with her hand and then her mouth. Peter pulled back and could see, Kitty Pryde, knees sinking through the floor, coming up. The beautiful mutant caused the blood to flow from Peter's brain to another area. She smiled before sinking mouth first down onto Peter's hard prick.

"Damn, Kitty."

Oh, Kitty smiled. She and her roomate had been literally one floor beneath Peter. It would be very easy to pop up and say hello. To pleasure Peter with her mouth. The moisture of Kitty's warm, wet mouth wrapped repeatedly around Peter's tool, pumping him a bit harder in the process. Peter groaned and rocked Kitty's perfectly tight mouth, going deep into her throat.

Kitty stimulated every inch of the web slinger's cock. Peter put his hand on the back of Kitty's hair and stroked her chocolate brown locks, which only encouraged the horny mutant to pleasure Peter even more. She made loud, vocal sounds, which could have been heard from the floor up and the floor down.

A light giggle from across the room caused Peter to turn around. An invisible woman, although not the Invisible Woman, became visible from the room. M'gann M'orzz, Megan Morse, Miss Martian, appeared, wearing a schoolgirl outfit. The skirt might have been a little tight on her sexy ass, and the shirt a little tight.

Taking his mind off of Kitty and her blowjob for a second, Peter focused on Megan. Megan stepped closer, biting down on her lip coyly, and looking hot as hell. Which also looked hot was Megan's shirt about ready to burst from using her shape shifting abilities. Breasts expanded until the buttons of the shirt popped one and a time.

"Oh, Peter, I think I've outgrown my shirt," Megan said with a giggle. "And now my breasts are naked...and they're going to get cold, unless someone warms them up...why I'm already feeling a little bit….nipply."

Megan played with her hard nipples. Thankfully for her, Peter knew the right way to warm her breasts up. He groped Megan's chest and earned a very passionate moan from her. Megan's pussy, exposed through the skirt, also screamed out to be touched, but Peter played with her breasts.

"Are they warming up now?" Peter grunted despite Kitty giving him some world-class head underneath his desk.

"Mmm, yes," Megan said. "Why don't you use your mouth….oooh yes!"

Peter sucked one of Megan's porn star quality tits. The green flesh popped deep into the mouth of the web slinger, and he sucked it about as hard as Kitty sucked his cock. And Peter milked Megan's other bouncing breast, sending a pleasurable jolt just shooting all over her.

"More, give me more, you know you can," Megan panted sensually. "Mmm, baby, that's the stuff, right there!"

She murmured her pleasure and Peter, sinking his mouth around Megan's nipple, kept sucking away at her. Hungry for the milk just about ready to burst from her breast. Peter leaned in, sucking her hard.

Kitty, in the meantime, shifted her fingers inside of Peter's balls, to really stimulate them. She really got the orgasm flowing and it would not be too long before Peter burst.

Grunting, Peter exploded just at the same time Megan showered his face with milk. Peter leaned back and exploded into Kitty's hot mouth. The X-Men member kept sucking away at Peter, careful not to squander a single drop while stroking Peter.

When she came up, Kitty had a whole lot of Peter's orgasm all over her face. She shifted out of the school girl outfit, exposing her toned body. Nice perky breasts, flat stomach, slender waist, long legs, a tight ass, and a wet pussy, which had been completely shaven.

Kitty Pryde had no hair below her eyelashes and Peter appreciated it trendemously.

"Hello, Megan," Kitty said.

"Peter left his webbing all over your face again," Megan said. "Let's get that cleaned up."

Shadowcat and Miss Martian made out which did wonders in fueling Peter's libido. His erect cock, bumped up against the desk and almost toppled it. The two girls giggled and as Peter stood, Kitty grabbed his manhood in a tight reverse grip, stroking him and rubbing Peter up against her ass cheeks. Oh, Peter could just pump himself forward into Kitty's hand while she clutched and released him.

"I want to have both of you."

Kitty and Megan pulled away and playfully pushed Peter towards the bed. The two lovely girls indulged on Peter's body. They took turns cleaning the dribbling Martian milk off of Peter's face before they moved down and kissed his chest, his abs, and legs, all ignoring Peter's raging erection. Kitty brushed her hand inches away from his balls.

"You want me to touch your cock, Pete?" Kitty asked in a faux innocent voice.

"Please, I'm dying over here," Peter said.

Kitty just smiled, wrapping her fingers around Peter's throbbing balls, and squeezing him in her hand as hard as possible. Megan licked the head of his cock briefly and had some of the aftertaste from the previous orgasm.

Megan shifted her body into a near copy of Kitty. Only the breasts remained large and rather bouncy. Something which Kitty appreciated when she leaned in to test their durability.

"I've always wanted a busty older sister," Kitty said.

She playfully motorboated Megan's enhanced jugs and the Martian let out a cry of pleasure. All while Peter leaned in to finger them both to a very impressive orgasm.

The shape-shift Martian, wearing Kitty's face, although having a body which looked as if it had been drawn by a horny fanboy, climbed on top of Peter. Megan took Peter's erect cock into her hand, and rubbed him until it stood upright. She climbed onto him and sunk down, morphing her pussy into the right tightness and shape for Peter to be able to slide into. And still feel tight.

Peter groaned the second Megan-Kitty dropped onto him. Her breasts bouncing up and down. While Kitty rubbed herself from across the room and tasted the juices trickling down from her thighs.

"Mmmm!" Megan-Kitty moaned with each movement when riding him.

"Why don't you get me ready for my turn?" Kitty asked.

"Come on over," Peter groaned.

Kitty crouched onto Peter's face and pushed her perfect bare pussy on top of him. The mutant let out a cry of passion the second Peter dipped his tongue into her. He swirled inside of her, lapping up the juices as much as he could. Kitty leaned in and squirted all over his face, with a smile on her face.

Peter leaned deep into Kitty and tongued her beautiful pussy until she was juicing. With Megan bouncing on top of him, and taking Peter tight inside of her box, it would only be a matter of tight. Her inner muscles formed the right, the perfect seal, squeezing down and releasing Peter. Hunger blasting through both of their bodies, with Megan slapping her thighs down onto him with the ride.

Kitty squirted her juices over Peter's face. The ride continued, with Peter rubbing her thighs with his hands and pleasuring her core.

"You should have no problem sliding inside of me now," Kitty panted. "Not that you have any problems normally, and almost fucking me through the mattress, too."

Kitty sank her knees a bit through the bed, to allow Peter further access to slurping her womanhood. Kitty cried out for more and Peter gave her more.

"OOOOH, YOU FILL ME SO GOOD!"

Megan's box tightened around on Peter, squeezing him in a vice like grip. Her orgasm proved to be Peter's downfall. Not even the advanced warning of Peter's spider sense could stop him from cumming inside of the young Martian heroine. Which Megan pumped her juices all the way down onto him, soaking his cock while he spilled some of his creamy, delightful treat inside of her.

The minute Peter finished his creamy injection, Megan crawled all the way back from her. Kitty, leaving Peter's face wet with her juices, climbed behind Megan.

"Well, you brought my meal in a nice warm box," Kitty said. "How thoughtful."

Megan almost lost sense of herself when Kitty sank her tongue deep inside of Megan and slurped up the pussy. The Martian knew how to stimulate all of the areas within Megan and cause her to cum utterly. Her milky tits exploded and showered milk all the way up to the sky.

Peter climbed behind Kitty and rubbed her sexy back. Kisses rained down onto her.

"Just for what you've done, you're going to get the pounding of your life."

Peter's hands sticking to her thighs and teasing her for what was to come, well it got Kitty nice, wet, and ready. She always loved how Peter stuffed her tight body completely full. The web slinger brought her to many intense orgasms and pleasure, one which a toy just would not bring any more.

The web slinger touched his fingers all over Kitty's body and pulled her lips open before sinking his immense cock inside of her tight, wet, hole. The heat of Kitty, surrounding Peter's engorged pole made him groan, the faster he sunk into her.

"I'm going to make you lose it before I'm done," Peter said.

Oh, Kitty would disagree, she had already lost it. Peter thrusted even faster inside of her, speeding up and stimulating her body.

It took Kitty a second to remember the third member of their little triumvirate of lust. However, Megan helpfully reminded her by shoving Kitty's face back into her soaking hot mound. The Martian shifted her fingers into miniature tentacles and teased Kitty's body.

They were, naturally, going to have to explore Megan's ability to do such a thing later. In detail, in wet, and sloppy detail. Kitty clutched down onto Peter at the thought.

Peter thrust into her dozens of times, building up his load each time. He could feel the burn inside of her body, and Kitty's tight ass bouncing with each thrust ensured he did not have any lack of stimulation to go along with it.

To be honest, Peter could just indulge in these two beautiful women all night. And likely would. Kitty's tight pussy gobbled onto his cock most greedily and made an attempt to drain Peter's balls with a tight, tight, thrust.

"OOOH, PETER!" Kitty moaned in a slightly muffled way in Megan's pussy.

Megan exploded as well and sent her juices splashing all over Kitty's face. She thrust up and down, repeatedly until she was finished.

Finally, Kitty's slickened and tightening walls, grabbing Peter like a tight, wet fist, proved to be the end. Megan rubbed his balls from across the room with her telekinesis, which only added to the pleasure.

Peter bottomed out inside of Kitty and spilled his load inside of her. Kitty refused to relinquish Peter's manhood until he was done emptying her.

In the aftermath, both of the girls shifted through the bed. Peter jumped back with a start, thinking he would find them stuck in the floor again.

Fortunately, Kitty and Megan rose out of the bed, mouths latching onto Peter's manhood. They pleasured him, while bobbing in and out of the bed, a little more of their tantalizing bodies rising until they had completely been submerged and Peter was playing with them as much as they played with his cock and balls.

Never a dull moment with two girls around who could literally pop in from anywhere to have some fun with Peter.
End.