*AUTHOR'S NOTES*

Hi everyone, just a few things to say before I get started. Firstly, I've read countless lemons and smut fanfics over my years and drafted several, but this will be my first published one. So I bit of background on this particular fic, recently I rewatched all the Spider-Man's in light of the newly released No Way Home. Naturally after rewatching the nostalgic Spider-Man 2002 I came here to see what the good people of FF had put forward for me to beat it to, and was shocked to find no continuity-based SM smut. So, here's mine, and I'll try my best to go through all the movies with a sexual twist.

Second, my favourite stories/authors are Avatar The Unrated and Untold and Star Wars the Restricted Files both by the legendary Avatrek, and Love in The Ghost by TheGreatBeyonder. I'll try and write this fic in a similar style with the explicit sex and wacky and goofy humour. Also I think another author on here or AO3 might've continued Avatrek's work on A:TUAU and SW:TRF where they left off, but TheGreatBeyonder seems to have vanished off the face of the earth without ever completing LITG. If you guys want, I can try my hand at continuing where he left off. Let me know in the reviews.

And finally, if there are any freelance artists out there who enjoy this work I'd absolutely love nothing more than for you to draw something based off it. Please PM me with your image and tell me what scene you based it off and I'll attach it to whichever chapter it belongs. For reference my favourite art style is the current Shabby Blue stuff, but I doubt he'll notice my work. All our welcome.
And finally on to the story!

DISCLAIMER: Spider-Man and all related characters/IP belongs to Marvel and/or Disney.

Story codes: M/F, BJ, Peter/MJ, Harry/MJ
Characters portrayed by the cast of Spider-Man (2002)

Chapter 1: Big Change

Peter Parker woke up on the floor of his bedroom after crashing with a severe headache and fever the night before. He had no idea what happened but for some reason he not only felt better, he felt better than ever. He stood in front of the mirror admiring his new muscular body in almost disbelief – he'd grown so accustomed to being the nerdy nobody that he never even bothered with the gym.

"Peter? Are you alright?" He heard Aunt May's concerned voice call from behind his door.
"Uh, I'm fine" he responded in surprise.
"Feeling better this morning? Any change?" His aunt asked, wanting to make sure he was alright.
"Change?" Peter repeated, looking down into his pants. He had never previously been well endowed, and his dick when erect was on the smaller side at about 4.5 inches in length and only 3 thick. Maybe it was his glasses, but for some reason it now looked bigger than that while soft.

"Yup," he responded happily.
"Big change"

The rest of the day was a confusing one for Peter. He spent most of it discovering his strange new abilities which caused him some trouble, such as a fight with school bully Flash Thompson, but it also proved to be a lot of fun. It also seemed like his chance to finally impress Mary Jane.
Later that night, Peter could hear MJ's dad yelling from across the yard, and MJ stormed out of the house while he was taking out the trash. They got to talking about their futures, and MJ revealed to Peter that she dreamed of becoming a stage actress.

"Sometimes, you know people. You can just…see what's coming" Peter told her.

"What do you see coming for you?" MJ asked.

'Hopefully you'

"I don't know," Peter answered after a pause, dismissing the perverted thoughts about the girl in front of him.
"Whatever it is, its something I've never felt before"

MJ had never really paid attention to this side of Peter, but she suddenly felt a strange attraction to him, like he was sexiest man alive and she was helplessly drawn to him.

"Have you… felt this before?" She said slowly, edging towards him and placing a gently touch on the bulge in his pants through a gap in the fence. She'd never really paid attention before, but somehow it seemed bigger than it should.

Peter didn't answer her, but simply let out a surprised grunt as he held eye contact. He was completely dumbstruck; he'd been in love with her for as long as he could remember.
Without breaking eye contact, MJ slowly knelt down on the lawn in front of Peter and began fumbling with his belt and zip. It was hard to focus on what she was doing in the dark but she finally undid the button and zipper and had his pants opened, and breaking eye contact for the first time she brought her eyes to the goal in front of her. His underwear was still on, but his cock was quickly hardening, and her eyes widened and the way the underwear was stretching. Not wanting to confine it any longer, she yanked down at the waistband, before audibly gasping. Although notable it wasn't the longest dick in the world, at seven and a half inches, but that wasn't it – its 6.5 inches of girth made it the fattest cock she'd ever seen. Sure, she was still a virgin, but she'd seen pictures of what it was supposed to look like, and she masturbated regularly with an assortment of objects from around the house. She had barely gotten two slender fingers inside of herself – this thing would split her in two.

"I-is there a p-problem?" Peter asked awkwardly, not sure what he was doing wrong, as it was his first time as well.

"N-no," MJ answered, snapping out of her trance of awe. She lifted up her right hand and grabbed the appendage before her, blinking suddenly in surprise as she realised she couldn't close her fist around it.
It hardened rapidly, only seeming to push her hand further apart. She positioned the enormous head in front of her lips, and Peter sighed as her warm breath countered the cool night air on his skin. She stuck out her tongue and flicked the tip of his head, eliciting a shudder from him. But she was becoming impatient with the foreplay, and the huge dick head in front of her looked more inviting than she'd ever thought possible. Suddenly she brought her head forward and engulfed the entire thick tip, dragging her tongue up and down over the small opening at the end. She glanced up at Peter, who made no objections.
He was practically comatose. Of course he had imagined encounters like this more times than he could count, but never in his wildest dreams did he think it would happen. Yet, here before him, was the prettiest girl he had ever known, slobbing on his knob – and he didn't even have to ask her to.

MJ was glad her work was being appreciated in silence she edged further and further down the log-like dick in her mouth. Her cheeks were already stuffed, and her lips were spread so wide open the muscles in her mouth were starting to hurt. But she was no quitter, and once she had a goal set in her mind she was determined to see it through. But first, she had to come up for air. She pulled her head off Peter's huge dick with a trail of saliva stringing from her lips to his cock as she loudly coughed and gasped for oxygen. She looked into his amazed eyes one more time, before plunging back down onto his fat dick. She shut her eyes tightly as she forced her way forward, gaining an inch before pulling back every couple of seconds. She continued bobbing her head hard up and down his shaft, making strong guttural noises with each push-and-pull movement. At this point the world was blank to them; there was nothing in their minds but the act in front of them. MJ kept sucking Peter's cock, barely coming up for air every few minutes as she gained more inches down her throat. Soon, she only had one inch left of his length, and had the thickest part of his cock stuffing her mouth with his huge head firmly lodge in her throat, limiting her breathing.
She looked up at him with an almost sad expression, especially with the tears running down her cheeks. She didn't like to admit defeat, but it seemed the monster cock had bested her tonight; there was no way she was getting that last inch at her current pace. But Peter's eyes told her that was fine. Without any words, she pulled back almost all the way off before slamming back down, picking up speed and forcing his cock back and forth in her throat as fast as possible. She had a new mission – making him cum. Peter knew that wasn't going to take long now. He began grunting at her incredible pace, shutting his eyes as well. Before long, he'd reached over the fence and plunged his hands into her beautiful red hair, shoving her head down and holding it in place.
That was about the only warning MJ got before Peter unloading a massive amount of cum down her throat. It was his first cumshot after gaining his powers, and there was already an excess since he hadn't jacked off in a while. Stream after stream of white sticky threads shot out of his third and biggest web-shooter, until it had completely filled MJ's virgin throat and mouth and she could no longer swallow at the same rate that he was cumming. She began frantically tapping his thighs and pulling her head back, until finally he released her. She came spluttering off his dick, cum bursting out of her mouth and down her chin and neck while three more strands shot out of his tip and hit her in the face. She coughed hard at the amount she'd just swallowed, clearing her throat and catching her breath.

"Holy fuck!" She exclaimed, panting, as she traced the long lines of jizz on her face with the tip of her finger and placed it in her mouth.
"That was…amazing"

Peter nodded in agreement, panting as well. But before he could say anything further to MJ, about how he felt or anything at all, they heard the sounds of a car pulling up nearby.

"Hey MJ, come take a ride in my new birthday present" came the voice of Flash Thompson, who Peter had humiliated earlier that day. He had brought a brand new car, and MJ quickly got up to her feet before he could see what had happened.

"I gotta go," she said to Peter, before giving him a slutty wink.

"Wait, there's still cum on your face!" Peter tried to call after her, but trying not to be too loud. MJ simply smiled at him before running off to join her friends.

The following day Peter tried to impress MJ by buying a car, so he tried to win the money by signing up for a local wrestling event some time later. However, his night took a turn for the worse when a thief shot his uncle – and worse still, it was a thief that he let escape out of petty revenge for being cheated out of the cash he won.

Later, after getting a job as a photographer at the Daily Bugle, Peter attends the Oscorp Unity day festival and, while taking pictures of the festivities, notices his best friend Harry standing with MJ on a balcony far above him. Harry's father Norman had previously mentioned something about a 'mystery girl' in front of Peter, and he hadn't thought anything of it – until now. It became clear to him that Harry was dating MJ.

"MJ, why didn't you wear the black dress?" Harry asked.
"Its just, I wanted to impress my father. He loves black"

"Well, maybe he'll be impressed no matter what," MJ responded with a smile.
"You think I'm pretty" she added, almost a little hopeful.

"I think you're beautiful" Harry confirmed. Suddenly, he saw this as his opportunity to lean in for a kiss. MJ turned her head away; her mind was preoccupied and she hadn't been feeling particularly romantic recently. Ever since her stint with Peter, she couldn't get the taste of his cock out of her mind. She wanted it again, to feel it in her throat and to taste his cum, feel it running down her neck and filling her mouth. She kept thinking about how she could never get that extra inch inside. Then he had a brilliant idea.
She suddenly turned back to Harry, placing both her hands on his chest.

"Sorry," she said shyly.
"I didn't mean it like that"
She began moving her hands lower down his body, until they found his waistband.

"MJ," Harry whispered harshly as she began lowering her body.
"People will see"

Ordinarily he'd want nothing more than for the beautiful redhead to suck him off, but right now he had to make an impression on his father's well-to do company.

"They're too busy, no one will notice" MJ said back, now fully down in front of Harry's crotch.

Harry looked around frantically as MJ stealthily undid his belt; it was true, no one was paying attention. The excitement of being in a public place was getting Harry hard quickly, and his heart began beating so hard he could hear it.
"Fuck," he whispered as MJ grabbed his dick in her hand and pulled it out of his underwear, in front of her face. It was, of course, not as thick as Peter's, as most dicks aren't, but it was big nonetheless. At 7 inches in length and an average-looking girth, it was only the second penis she'd ever seen in person and physically touched, and she was glad to had it. She wasted no time in wrapping her tongue around the tip, licking up the already leaking precum.
"Fuuuckk" Harry whispered again, slightly more strained this time. He was rich and popular, and this wasn't his first blowjob, but it was the first time he'd truly cared for the girl giving it to him. It was also his first time in public, and the excitement was more than he could handle.
MJ engulfed the head in her mouth, and at this point she had no doubts in her mind that she could swallow the whole thing, considering how far she had gone on Peter's substantially thicker and slightly longer cock. She began moaning as she bobbed her head back and forth, still trying to be quiet and cautious as they were in public after all.

"Oh my goodness, look at that whore," She heard a nearby voice from within the crowd say. But she didn't feel bad. Suddenly, she stopped feeling cautious at all. If she was going to be a whore, and she was going to be recognised for it, why not go all in and embrace it? With that in mind, she began pushing her head further and harder down Harry's hard shaft, making gagging noises as she did – and it seemed Harry had the same ideas as her.

"FUCK" she heard him whisper so loudly it was almost normal-level speech. With that he threw his head back and placed both his hands on her neatly tied red hair, forcing her forward down on his cock. She shut her eyes tightly at the sudden intrusion as the head of his dick pushed itself into her throat, and his cock went all the way into her mouth. Her nose touched the base of his stomach and she felt the light tickle of a thin layer of hair, and she realised she'd done it. She'd conquered this dick, taking all of it down with no more length to spare. She felt a sudden wave of accomplishment, she was proud of herself for having done this. She wanted to do it again, she wanted more. She wanted to be a slut.
She lifted her head almost all the way off to the tip of his dick with that thought in her mind, and made eye contact with him before shoving her head all the way back down. She began bobbing her head faster than before, this time taking the entire thing in each time. She could now hear the whispers surrounding them as more and more people became aware of what was going on, and she felt a slight smirk coming on. But she resisted smiling, and focused on the task ahead of her.

"FUCK!" Harry said, at audible volume this time, as he firmly held her head in place at the base of his cock, and she knew he was about to blow.
She looked up into his eyes, knowing that this would turn him on even more, and his cum exploded into her mouth. Thick strands of semen flowed directly down her throat, and she resisted her gag reflex and stopped herself from coughing. His cum wasn't as much as Peter's and it didn't shoot out as hard, and she knew that if she took that she could take this. She maintained her position at the base of his cock as he grunted and filled her mouth more and more, and she kept swallowing without a question in her mind until he was done. Then, when he had stopped cumming, she clasped her lips tightly and slid her head off, ensuring that she got every last drop on the way up. She then stuck her tongue out at him so he could see that she'd swallowed it all, before returning his softening dick to his pants and standing up with a massive smile on her face.

"MJ…what the fuck?" Harry asked, eternally grateful but extremely confused.

"What?" MJ asked with a smile.
She was about to tell him how much she'd come to enjoy being a slut, when suddenly Harry noticed Peter was standing far below the whole time, and saw the entire thing.

"MJ would you do me a favour?" he interrupted her, feeling bad about what Peter had seen.
"I forgot my drink inside. Would you go get it?" He beckoned with his arm toward the entrance, and the two made their way there.

As Harry began to mingle with the guests, the Green Goblin attacked out of nowhere, creating multiple explosions and causing the building to collapse. MJ found herself at the edge of a crumbling part of the balcony, but just as she fell to what seemed like her death, Spider-Man swooped in and saved her. He swung them far away from the commotion to where MJ lived, and MJ opened her eyes and began feeling the most excited she'd ever felt, even more than sucking a rich cock in public.

"Wait!" She called, as Spider-Man turned to leave after dropping her off. Spider-Man stopped to face her, and was surprised when she grabbed the noticeable bulge in his crotch.
"Who are you?"

Fucking slut Peter thought to himself.
She literally just got dick a couple of minutes ago.

"You know who I am," He said, hiding his irritation at her for blowing Harry after making him think she liked him.

"I do?" She asked, confused.

"I'm Fuck You, that's who" he said, pinching both her nipples at once before running off the edge of the building, leaving MJ beyond confused but slightly aroused.

"I'm sorry Pete, I should've told you" Harry said sincerely, when him and Peter were resting in his apartment later that night.
"It's just, you never made a move"

"You're wrong," Peter responded.
"She swallowed my kids"

"Wait what?" Harry asked confused.
"Actually never mind. I'm gonna get some rest" He didn't want to know about what had happened between Peter and MJ in the past.

Well, that's it for this first chapter. Unfortunately there's not a whole lot to work with sexually in the first movie, while trying to keep it 'true to the story', so to speak. I was originally intending to cram the entire movie's sex into one chapter but I wasn't sure if it was worth it. If it does well I'll make the chapters longer. Anyhow let me know your thoughts and feelings in the reviews but either way I will be definitely continuing this, at least for the rest of the Raimi trilogy. If it's well-received then I'll go on to the next set of movies. Until then, your friendly neighbourhood porn writer!