At night in Spider-Man's apartment, he was usually alone, fixing up his gear or watching something online. However, this night was different because now, staying at his apartment for the night, his partner, Harley Quinn, was sitting upside down on the couch watching the Looney Tunes. Spider-man is still wearing his mask and regular clothes and drinking a glass of soda.

He was thankful that the madwoman wasn't doing anything crazy in his apartment.

So the madwoman asked, "so are you going to keep that mask on around me?"

He replied, "yep."

"Aw, I want to see what's under that mask."

"You have to find some way to get me to take off this mask."

"Oh, I have my way, Spidey," she grins.

Spider-man ignores that grin and puts the soda back into the refrigerator, and goes to the bathroom.

Harley thought, "Now is my chance to have some fun times."

When Spider-man came back, he saw Harley was in her shirt and panties, laying on her stomach and showing off her ass on the couch, which caused him to blush under his mask.

"What are you doing?" said Spider-Man.

"Oh nothing, it's just that it got really hot in here," said Harley.

"It's January."

"Then you really get a great heater,"

She gets up from the couch and wraps herself around Spider-Man while pressing her body against him. Spider-man tries to look away from her.

"I've got to resist," Spider-man thought.

"It's late, don't you think? Why don't we head to the bedroom?" Harley asked.

"I'll just sleep on the coach."

"No, no you say it was January, so wouldn't it be nice to have someone to warm up to?"

Harley gently stroked Spider-Man's cock, making him jump up, and she giggled.

Spider-man tried every muscle to resist, but only one thought came to his mind: "ah fuck it."

He pulled the bottom of his mask up, gave Harley a surprise kiss, and stuck his tongue down her mouth, which she happily let him do. Spider-man picks up the clown girl, and she wraps her legs around his waist as they make out that he has Harley back against the wall.

Harley breaks the kiss and says to Spider-man, "hmm, I like this Spidey."

Spider-man responds, "I hope so."

Spider-man continues to make out with Harley and takes the action to the bedroom. He lays Harley down on the bed and takes off his clothes until he is only in his mask and underwear. He takes control and raises Harley's shirt up, and begins to suck on her tits.

"Ah yes, suck them until milk comes out," said Harley.

Harley then takes one tit in his mouth and twists the other, making Harley moan loudly in the room. She grins again. Somehow, the two switched positions, which Harley was now on top of.

"Time to see that meat stick of yours," said Harley.

He takes off his underwear to see Spider-Man's large cock. She was impressed. She grabbed the dick and slapped it on her cheek.

"Oh, I'm going to have fun with this," said Harley.

Harly started off by giving him a handjob with one hand, using his pre-cum as lubricant. Then she decides to be brave and tries to take his cock down her throat, but only gets half in her mouth.

Spider-man sees it and says, "I'll help with that."

Spider-man grabs Harley's head and fucks her mouth, taking his dick all the way into her mouth and making it disappear. Harley held onto the bedsheet, only making happy noises as Spider-Man assaulted her mouth with his cock until he finally cum down her throat, and she drank his sperm. Spider-man lets go of Harley's head as she swallows the rest of his cum.

"That was good, Spidey, but I think you need to return the favor," said Harley.

Harley got on the bed, removed her panties, and sat on his face, and he started to lick her pussy. He stuck his tongue into Harley's pussy and smacked her hand with his free hand. She moans, and Spider-man keeps playing with Harley's pussy until she cums. She gets off his face and lays on her back. Spider-Man's dick got hard and rubbed Harley, who was already wet.

"Don't tease me anymore, Spidey, just fuck me already," said Harley.

"Got it," said Spider-Man.

Spider-man thrusts his dick into Harley's pussy and mindlessly fucks Harley as she laughs and moans.

"Ha, that's it, keep fucking me," said Harley, wrapping her legs around Spider-Man's waist.

Spider-Man kept fucking her nonstop. When he felt like cumming, he held Harley in a tight embrace and kissed her, and cums into her.

Thirty minutes later, a passed out Spider-man was asleep with Harley, who was barely awake. She removes his mask and sees his face. She grins.

"I knew you were cute," Harley thought, and fell asleep next to her.