Author's Notes: The real Spidey gets his turn with the blonde bombshell. I love Carol Danvers so much. This is set when she was Ms Marvel. There's a Siege tie in issue where she and Spider-Man team up to fight Venom and he finds out she's attracted to him. They also went on a date once that went quite well. So there's definitely something there between these two - wish we could see more of it... Well here we can!

"It's okay that you find me irresistible," Spiderman grinned, hanging upside down from the ceiling in Avengers tower, his mask rolled halfway up his face so he could eat his sandwich. Ms Marvel sighed, crossing her arms and rolling her eyes. "I do not find you irresistible," she snapped, "I am perfectly capable of resisting you."

Spidey dropped to the floor in front of her, "that's not what the symbiote said..." He teased her. She sighed. God, he was unbearable. And yet she found him so damn hot. Carol ran a hand through her long blonde hair before she replied. "If you believe what the evil space slime tells you, then you'll believe anything." He stepped closer to her, "you know spiders have the ability to sense interested sexual partners..." He whispered.

Their faces were close enough to feel each other's breaths now. Carol's heart was beating just a little bit faster than she would have liked. "Bullshit," she managed to say finally. "Well yes," he admitted with a shrug, "but how else would I know what you'd really like now is a foot massage and a cuddle?" Carol smirked slightly, "that's not what I want..." "Oh?" Spidey cocked his head to the side.

Her hands landed on his shoulders and pushed him against the wall. Even beneath his mask she could see his eyes widen as she whispered what she wanted in his ear. He paused, clearing his throat, then replied apologetically: "I don't have enough web fluid left for that..." Carol grinned: "then let's just do the first thing..." She kissed him.

They just about made it back to Carol's bedroom before they started tearing off each other's costumes in a desperate lustful frenzy. They kept their masks on, Spidey's rolled up halfway to give her access to his mouth though. Now in their underwear, he pushed onto the bed and pinned her down. There weren't many people capable of pinning Carol Danvers down.

Her bra soon joined her black and yellow costume on the floor. Then she felt her panties being eased down slowly. She didn't hesitate to yank away his boxers. His erection stood bolt upright when freed. She licked her lips."go on then," she grinned, "fuck me." He did as he was told.

His cock slammed into her pussy, making her cry out. His hand brushed over her cheek and stroked a few strands of her yellow hair. His hips shot forwards into her harder and harder. Carol's hips buckled beneath him as she moaned out. He was even better than she'd imagined.

He was planting kisses on her neck, biting gently, as he screwed her. His pelvis rocked back and forth, nailing her to the bed, making her wail with pleasure. His hands ran up and down her sexy thighs, nails dragging along her soft flesh as he did. Her hands wrapped around his shoulders, fingers digging into the shoulderblades. He groaned as he drilled into her even harder.

Suddenly she surged forwards and they rolled over so she was on top. The blonde rolled her hips into his, grinding hard, taking over the fucking. He reached down and grabbed a handful of her hot ass and Carol moaned. Her thrusting was egged on by the way he squeezed and smacked her ass, showing it no mercy.

He left a handprint on her left butt cheek when he spanked it again as hard as he could. She screamed. Her body shot forwards, riding him even faster. Then it was his turn to thrust up into her, and push her off-balance. He pressed his advantage, pinning her down beneath him again, still thrusting into the blonde beauty.

His hands searched her chest now as he screwed her. He squeezed, pinched and tugged her large boobs playfully, in time to the rhythm of his thrusting. Carol whimpered. Her legs shot into the air, flailing wildly as he picked up the pace for the final stretch.

His hands left her breasts and slid up her arms to her hands, holding them tightly, and pinning them up by her leg. The bed shook dangerously beneath them. Their grunts and moans mixed together in a chorus of pleasure. His cock smashed into her vagina over and over, crashing as deep inside her as it could. Carol cried out. Spidey grinned, kissing her lips. Then climax washed over them both as he finished.

Both slumped down onto their backs panting. "Your domino mask is so hot," he muttered. "Yours isn't bad either," she smiled back. She snuggled her body up next to his and he put his arm around her. "So you do find me irresistible," he teased, lightly spanking her again. She nibbled gently on his ear, "so about that foot massage then..."