*AUTHOR'S NOTES*

So it seems like this is getting a decent reception, which I am happy about. Already doubled my last viewership count after only one more chapter. Good to see so many like-minded people who have been wanting a thorough Spidey fic, so let's get what you came here for.

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

Story codes: M/F, BJ, first time, creampie, anal, swallow, rough, Peter/Ursula, Peter/Rosie,
Characters portrayed by the cast of Spider-Man/2 (2002/4)

Chapter 4: RENT!

After having sex with MJ, Peter got back to his apartment, and was continuously troubled by his landlord who demanded rent. Peter tried to explain to him that he was really tight on cash, but the man wouldn't have it.

"If promises were crackers, my daughter would be fat," the landlord, Mr Ditkovitch, laughed.

Peter looked over at the skinny blonde girl at the stove. She was one of the few girls he knew who he hadn't fucked yet. Of course, he would find a way to change that sooner or later – which he knew wouldn't be difficult, since the girl clearly had a crush on him. But for now Peter had to get some rest, as Harry was taking him to meet Dr Octavius the next day.

In the morning, Peter met up with Harry, who took him to Dr Otto's home, which was also his workspace.

"This is my good friend I called you about," Harry said, introducing Peter to the Doctor.
"The guy who got me through highschool science"

"I couldn't give a single shit who you are," Dr Octavius responded rudely as Peter reached out his hand, but Harry sternly cleared his throat.
"But Oscorp scratches my balls, so"

"That's right, that's why I have to get the fuck outta here," Harry added.
"Board meeting. My job is done here, I'll leave you two smart fucks together" he walked away, excitedly making remarks about Nobel prizes and shit.

"Fucken gay fellow, your friend," Dr Octavius said as Harry left.

"I won't take much of your time," Peter began, trying to get his work started.

"Parker, now I remember you, you're Connors' student," Octavius interrupted.
"He tells me you're brilliant. He also tells me you're a fucken loser but somehow manage to get tons of pussy"

"I'm trying to do better," Peter said with a smile.

"Being brilliant's not enough, dick face. You have to work hard. Intelligence is not a privilege, it's a gift. You use it for the good of mankind – not squander it fucking whores all day," Octavius lectured Peter.

"Yeah whatever fat man, is that it?" Peter dismissed his words, pointing to a machine on the side of the room.

The conversation quickly turned to whatever nerd shit Dr Octavius was working on, and they eventually sat down for tea with Otto's wife, Rosalie.

"Rosie, our new friend thinks I'm gonna blow up the city," Otto laughingly said to his attractive wife.

"Otto's done his homework," she said reassuringly to Peter.
"Come to the demonstration tomorrow, you'll see" as she spoke, she poured some tea, but accidentally spilled some on the floor.

"Stupid bitch," Otto mumbled, as she got down to clean it. He continued talking to Peter about various topics, including genius inventors of the past, love, poetry, and Peter's personal life. Meanwhile, Rosalie was under the table, and had just finished wiping up the tea. She sat back to fix her hair, and as she did she was directly across from Peter's crotch.

Damn, what the fuck is in there?

The bulge in his pants not only looked big for his age, it just looked abnormally large in general. Not being able to help herself and without thinking twice, she reached forward and undid his button and zip, and out popped his semi-erect spider-hood.

"Holy shit," she whispered under her breath as his cock and balls came into view in the dim light under the table. She began massaging his balls with one hand and stroking his dick with the other, her skilled married hands quickly bringing him to full hardness.
She leaned forward and wrapped her thin delicate lips around his thick head, closing her eyes and savouring the flavour as some precum leaked out and she brushed over it with the tip of her tongue. Otto never had time for sex anymore, what with all of his important work, and masturbating just wasn't doing it for her anymore.

He's so much bigger than Otto too

Above the table, Peter was having the blowjob of his life. She was by far the most experienced woman he'd been with, her tongue skills matched that of Betty Brant, who was a bigger slut, but Rosalie's hand skills and attention-to-balls were what made her stand out. He was struggling to keep a straight face and sit still in his chair as Dr Octavius spoke, and knowing that her husband was just above her only turned Rosie on more. She began inching her head forward, taking more of his dick into her mouth while still stroking what was left out, and before long his massive head had entered her throat. She controlled her gag reflex well, having given countless blowjobs in her day, and worked her tongue expertly around his dick. She slid her head far backwards before moving down again, using her mouth and hands like a pro and bringing Peter closer and closer to cumming.
She wanted more than anything to get this fat cock inside her pussy, but she knew that would be impossible without Otto finding out. At least she was getting some dick, which was something Otto hadn't been giving her. However, as experienced as she was, she couldn't be prepared for how powerful Peter's orgasm would be, and of course he couldn't warn her when he felt it approaching. So, he simply held his breath and let it blow.

"Gahh!" Rosalie gasped out loud in choked shock, as copious amounts of thick hot cum burst into her mouth, shooting down her throat and blocking her airways. She pulled her head off his dick as vast amounts of super cum exploded in her face, coating her face, hands and hair in spunk. The sudden movement caused her to fall back onto her ass, knocking one of the chairs out from under the table.

"What the fuck!" Otto yelled angrily, jumping up from his seat.
"You whore!" he yelled at his cheating wife.
"And you! Get the fuck out of my house!"

Peter quickly got up and zipped up his pants, hurrying away from the angry scientist.

Later on, while on his way to see MJ's play, Peter got caught up in a police chase and decided to lend a hand as Spider-Man. Of course, this caused him to be late and miss the play, in part because the dickhead usher wouldn't let him in.
While waiting outside the theatre, he saw MJ meet up with another man and kiss him, realising that this must be who MJ had told him about the other night. As he watched, he heard police sirens again, and decided to swing into action. However, while mid-swing, his powers cut out for some reason, and he fell from above the skyscrapers and landed on his ass like an amateur. He ended up having to take the elevator like a peasant, and retrieve his busted bike which had been destroyed in an earlier chase.

The next day, after trying to explain himself to MJ over the phone, Peter went to see Dr Otto's demonstration. The first part of the demonstration went well, albeit Otto wasn't too happy to see Peter. He unveiled to all the reporters and businessmen around a machine that looked like four big metal dicks attached to a harness, which he successfully fused to his spine.

"I developed this inhibitor chip," he pointed to the back of his neck when one reporter questioned the safety of the procedure.
"To protect my higher brain function. It means I maintain control of the dicks, instead of the dicks controlling me"

He went on to show them the rest of his project, which went horribly wrong as destruction was caused inside the building when Dr Octavius lost control of the machine. Spider-Man swooped in to help, saving Harry's life, who was an ungrateful bitch about it, but unfortunately he couldn't get to Rosie Octavius in time. During the chaos, Dr Octavius' inhibitor chip was destroyed, knocking him unconscious but also driving him mad. After waking up in the hospital, he attacked the doctors operating on him and went back to his collapsed home, where he devised a plan to rebuild his machine.
He tried to achieve this by robbing a bank, but was stopped by Spider-Man, who he now hated as his enemy and blamed for not saving his wife. The Bugle now dubbed him as the villain 'Doc Cock', because of the giant dicks he had fused to his spine.

The next while didn't go well for Peter, as he was tasked with photographing MJ, the love of his life, with the son of J. Jonah Jameson, who it turned out was proposing to MJ. On top of that, Peter's spider-powers had almost completely stopped working, which led him to give up being a hero. After a series of dick moves where he let bad shit happen to people, Peter finally found his life getting back together as he was now stress-free and always on time. However, one thing that he wasn't getting so much anymore, was pussy. He even tried to convince MJ to leave her new man for him, but she wasn't having any of his bullshit. Now realising that things weren't actually better, he confessed to Aunt May about how it was his fault that Uncle Ben got killed.

Meanwhile, Doc Cock attacked Harry at his house, threatening to rape him with the big metal dicks if he didn't give him more tritium to complete his project.

"Kill Spider-Man, and I'll give you all the tritium you need," Harry told Doc Cock, to which he agreed.

Later, Peter saved a child from a burning building, but heard that another person had gotten trapped and died. This made him realise that the people still need Spider-Man.
He stood in his apartment, staring out the window and feeling sorry for himself, questioning himself, when suddenly his front door was inconsiderately opened by his landlord's daughter, Ursula Ditkovitch.

"Oh," she said, apologizing.
"I shouldn't have, without knocking"

She closed the door again, and knocked from outside.

"Come in retard, you already entered," Peter said, annoyed at how dumb she was. But suddenly his annoyance disappeared when he remembered that she had a huge crush on him.

"Hi," she said with a smile as she re-entered like a dumbass.
"Would you like a piece of chocolate cake?"

Of course, Peter agreed, who the fuck wouldn't want a piece of chocolate cake. To his disappointment though, it was actually regular-ass vanilla cake, just with chocolate sauce. He didn't complain though, as he still wanted to get in her pants.
Ursula watched him eat, although she barely touched her own cake. She reached forward to take his plate from him, and as he extended his arm he gaze landed on his crotch. Of course she'd stared before, but she'd never been this close to it. Sensing his opportunity, he put on a concerned expression.

"Are you okay?" he asked, sounding genuine.

"Yes yes, fine," she took his plate from him and placed it on top of her own.

"It's okay," he said, getting up and taking the dishes from her, placing them down on the chair he had been using. He put his hands on her shoulders and applied a little pressure, and she sat down immediately.

"How do you feel?" he asked, knowing that she was now eye level with the bulge in his pants.

"I…uhh.." she began, losing her thought as she stared ahead. She slowly reached out and gently placed her hand on it, and Peter smirked, knowing things were now in motion.

"It's okay," he said, edging her on.
Gaining confidence, she started rubbing over his pants, and Peter edged his hips closer. She undid his button and zip, and pulled down both his pants and underwear at once. As Peter had grown used to, he heard her gasp – only this time it was louder than usual, and she looked straight up at him.

"Is it supposed to be this big?" she asked, genuinely concerned for her safety.

"Mine's, uh, special," Peter said, wishing she'd just shut up and suck it. Peter had had strong suspicions that she was a virgin, but now it was clear to him that she had never even seen a penis before. Just to make sure, he had to ask:

"Do you know what to do with it?"

"I put it in my mouth?" she said, bringing her slim lips closer to it and breathing on the tip. Peter silently nodded, and she eagerly licked the tip, now turning her entire focus to his dick. Unlike most girls who had sucked his dick, she didn't immediately cover in with her mouth. Instead, she licked up and down his shaft, lubing it up with her saliva from the base to the tip and back down again. As much as Peter was enjoying himself, he really wanted to get off and let off some stress. So, he waited for his opportunity and timed it right, and as she came all the way up with her tongue and reached his tip, he thrust forward. Taking her by surprise, her eyes widened as the thick member was suddenly forced halfway down her throat. In one go he had pushed in five inches, leaving only two and a half out, which was more than she thought she could take for her first time. She couldn't even gag, because the dick was blocking her throat. Her lips were tightly pressed around his dick, not because she was trying to suck hard on it, but because her very small mouth was being pushed open by his very thick dick. He began to slide out, and thrust back in, and she started trying to take in air on each outward thrust. Eventually he stopped thrusting, allowing her to regain control since he was already in her mouth. Now that he was relaxing, she began stroking up and down his salivated dick, using both hands with fingertips touching because of how thick it was. She looked up at him through teary eyes as she stroked his cock and furiously sucked on the bulbous head, mascara running down her cheeks in black streams. After a few more minutes of going at it like this, she took it out of her mouth. Peter's eyes suddenly shot open; he was just beginning to get into it.

"Can I put it inside me?" she asked, sounding really eager. Peter couldn't say no. Of course he loved getting his dick sucked, but now was time for the main course. And he hadn't even cum once yet, which means he could save up even more than usual for her tight virgin snatch.

"Sure," he said calmly, and she excitedly stood up and pulled her top off over her head. Her tits were tiny but perky, tipped with small bright pink nipples which pointed upward. But before Peter could enjoy them, she bent down to pull her pants down, revealing a skimpy red thong. She looked up at his face to see his reaction, which was pleasant surprise, and she happily turned around and got on her hands and knees on the bed.
Peter began rubbing her slit from behind, using two fingers firmly over the fabric of her sexy lacy panties, making sure to press hard on the clit and spread her lips on each rub, eliciting moans of delight from the petite girl. She touched herself regularly, and often to the thought of Peter, but his fingers were better than hers ever were, and she couldn't wait for his cock. So without making her wait anymore, Peter pushed the thin red fabric to the side and lined up the tip of his dick with the opening of her tiny wet cunt. He pressed hard, thankful for how dripping wet she was, lubricating the entrance. She let out a moan of agony as Peter entered, his massive head separating her pussy walls and causing her an immediate quivering orgasm. Peter stopped pushing, it was way too tight. Instead, he stood still, allowing the girl to finishing her reeling orgasm and let her tight hole adjust to his massive size. After about a minute of not moving, it was clear to Peter that it was pointless to wait – she was just too tight, and would not get any looser like this. He pushed on, and she screamed as he painfully crammed another inch inside. It felt like his dick would snap off inside her, he couldn't believe how tight she was. His tip already came into contact with her barrier, and without another word he pushed through it, eliciting another scream from her. After one more inch, he began moving backwards slowly, and then forward again, before gaining a solid rhythm. The pleasure became evident in her screams and moans, although she didn't get any quieter. Peter looked down, and realised that he hadn't even gotten half his dick inside yet. He slowed down, regaining his steam and preparing to thrust again. But before he did, to his surprise, the girl beneath him straightened her legs out to the sides, performing a perfect splits with his dick inside, and looked back, winking at him. Turned on more than ever, Peter grabbed her round ass cheeks hard and bucked his hips forward, shoving in another inch and a half and brining the thickest part of his dick into her entrance. She threw her head back, shaking and moaning and gripping the sheets so tightly her fists shook. Peter slid out, braced himself for a moment, and shoved back in, now landing about two thirds of the way inside. She squeezed his cock painfully with her gripping twat, screaming again as he rammed inside of her. He felt her cum around him again, her pussy convulsing and gripping his dick tightly and loosely over and over again. He bent over and reached around her sides, pinching her nipples and swaying backwards and forwards. He moved far out so that only his thick head was inside, and then slowly but firmly moved back in, coming back to where he had last reached, before moving out again. He decided not to force it this time, to give both her pussy and his dick a well-earned rest for a while. Her moans became more rhythmic and less explosive, and he felt her go through another strong orgasm as more of her juices leaked out of her gripping pussy and coating his dick. Deciding to give her a little more, one of Peter's hands slid down her body and pinched her clit while she was still coming down from her most recent orgasm.

"Fuck!" she yelled, feeling the sudden overwhelming pleasure.
"I'm cumming again!" she moaned out as she immediately came again after having just cum a second ago. Peter smirked, enjoying the control he had over her body. Her pussy clamped down hard on his dick as she came twice in a row, and as soon as it released he began moving harder again, increasing the volume of her moans. Finally, after battling her tight pussy for at least ten minutes, Peter felt his hips touch her ass and his balls rest against her stretched-open pussy lips. He let out a heavy breath of relief, and she moaned as well.

"This is where the fun begins," he whispered, now that he had cleared a path through her tight walls. He moved almost all of his dick back out, before thrusting back in all the way, his balls slapping her pussy. She arched her back and screamed in pleasure again, tears coursing down her cheeks. And this time he didn't stop, he kept on thrusting in and out of her tight wet snatch over and over again as she came two more times.

"Fuck, I'm gonna cum," he grunted as she went through yet another orgasm, putting even more strain on him as he was already on the brink of orgasm.

"Yes, give it to me!" Ursula begged, her pussy tightening further around Pete's dick as she felt yet another orgasm approaching.
"Cum inside me! I took a pill!"

Peter wasn't entirely sure he could get girls pregnant anyway. It had been 2 years since he'd filled MJ's teen womb with cum for the first time and nothing came of that, although maybe it was just coincidence. Not wanting to disappoint this girl though, he began ploughing her harder, thrusting in and out so hard her body lurched forward and her bed rattled each time.

"Cumming!" Peter exclaimed, and he immediately started pumping her full of his cum. Thick creamy streams of cum shot up into her pussy, quickly filling her to the brim and leaking out almost immediately. Her body was too small to contain his vast amounts of jizz, and it immediately started spraying out the sides of her pussy, even though she was still plugged with his dick. She moaned loudly as he dumped it all inside of her, loving the sensation of the warm goo filling her womb and running out of her pussy and down her inner thighs. Neither of them knew it at that moment, but Peter was in fact giving her a child, and that no medication could stop his super-sperm.

After a few minutes of resting inside her, Peter pulled his dick out of her clutching wet hole with a 'pop', and as soon as he did waves of cum came gushing out of her used cunt, pooling underneath her and forming a white puddle. He was about to walk around the side of the bed to let her clean off his dick, but she changed his mind entirely when she interrupted him.

"And my ass?" she asked, looking back at him with a wide smile and wiggling her tiny ass for him.

Peter stared down, wide-eyed. He had been looking for the opportunity to fuck any girl's ass for some time now, but he just didn't expect it from her. He admired how bold she was, considering her size.

"I'd love to, but…" he stammered, placing the tip of his dick, which was drenched in her juiced, and the gap of her ass cheeks.
"I don't think it will fit"

"It can stretch" she assured him. Peter wasn't about to question her any further. She wanted it and he wanted it, the only question was, was it even possible. Taking a deep breath, he moved his cock forward, the massive head spreading her cheeks without him using his hands, and it came to her tiny red asshole, which simply looked like a dot.

Oh fuck.

He tore off her red thong and pressed his dick forward, grateful for the lubrication her pussy had provided, and slipped his dick head inside with much effort. She screamed through gritted teeth, and Peter gritted his teeth as well at the tight fit. He pushed and he pushed, not wanting to lose the momentum, and miraculously got a whole 3.5 inches into the incredibly tight and small asshole. He placed his hands around her tiny waist and leaned forward, trying to get more leverage. He thrust harder, but it was no use. He couldn't fit anymore of his thick dick into her already stuffed asshole – and there was still another half an inch to go before the thickest part.
He could hear Ursula sobbing between moans, her body being overwhelmed by waves of pain and pleasure. Instead of trying to fit any more of his giant cock into her tiny ass, he decided to thrust with what he had inside. He moved back and forth slowly, building a rhythm with the three and a half inches he had to work with, and even that was a struggle inside the incredibly tight hole. To help the process, he began to play with her cum-covered clit with his fingers, and she moaned louder. After a while, her ass began to loosen up, and he found himself able to thrust faster. Trying again, he pushed forward hard, but it was harder than he intended, and he ended up shoving another whole 2 inches.

"FUCK!" Ursula yelled as the enormous cock passed through her asshole and she came instantly, causing her already ridiculously tight ass to clamp down even harder around Pete's dick.

"Ow!" Peter exclaimed as her vice-like ass squeezed his cock. He started rubbing her clit faster with his hand, hoping to gather up some juices to further lube his dick. He found it to be so tight that he couldn't even pull out, so he rubbed the rest of his cock in the pussy juice that he had gathered, before waiting for her ass muscles to relax a bit. Unfortunately for him, during that time she came again, making him wait longer for her to loosen up. Eventually she did, and he managed to slowly and painfully withdraw his cock before slamming it back in, but he still could not get any more inside. Satisfied with what he could fit, which was already 5.5 inches, he settled with fucking her incredibly tight ass while 2 more inches of his thick cock were left out. Picking up the pace, he started slapping her ass and pinching her clit at the same time while fucking her, and she screamed again as he brought her to an intense shuddering orgasm. Her entire body shook and her toes curled as she came, and he knew it was only a matter of time before he painted her insides with his cum again.

"I'm gonna pump you full of my cum again, slut" he said, slapping her ass hard.

"Yes! Do it, yes!" Ursula moaned loudly.
"Please!" she begged him.

Peter loved how he was able to turn any girl he met into a whore. He granted her request, not backing down his pace as he fucked her harder and harder until he was ready to blow. He gave her ass one last hard slap and her clit one more pinch, making her cum at the same time as him.

"Fuck!" they both screamed at once as they came. Her body shook from her orgasm as he filled up her ass hole with his cum, shooting hot sticky loads that quickly became too much and tried to escape out, but his massive dick was blocking the entrance, and this time her ass was too tight for it to leak out. As a result, she felt like she was expanding inside, like she had eaten too much and her belly was too full.
After a while of standing with his dick inside her ass and Ursula feeling uncomfortably full, Peter finally managed to pull out. As soon as he did, cum burst out of her asshole, literally pouring down her cheeks and flowing over her already cum-filled and used pussy. Ursula moaned at the sensation, loving the feeling of having both holes stuffed and filled with cum one after the other.
Peter brought his dick to her face for to clean off, which she happily did, licking up all the cum and pussy juice with a smile.

"Oh, um, you got a message," she said, suddenly remembering the whole reason she had called him in the first place. She reached into the pocket of her discarded jeans and pulled out a note, handing it to Peter just after he put his dick away.
"It's your aunt"

"Thanks," Peter said, taking the message with a sigh of relief, satisfied after having just fucked and filled the beautiful daughter of his rent-nagging landlord with his cum.

Okay, I think I'll stop there for now, that was a lot of writing. Holy fuck. Sooo many sexy instances to make out of the second movie. Anyway the purpose of this story was to let Peter fuck every girl that he possibly could within the confines of the movie, so even though this particular chapter had unusual pairings I'm still happy that I did it. If you're not interested, it was in the story code, so you knew you could skip ahead. As usual, please follow and favorite, and any artwork will be appreciated.