NTR stories sorry Chapter 20 - Unlikely Tryst: When Sloan Met Sally

11 Blackmailing Mary Jane 2

Later

Mary Jane Parker stumbled into a dive of a bar, across from the shabby motel that she was supposed to meet Nick Katzenberg later in the evening. The woman had just ended her session with the photographer and his female assistant. The pair had allowed Mary Jane to shower before she left. The redhead was exhausted and she really wanted a drink. So she stumbled toward the bar.

"Bartender, give me your strongest drink," Mary Jane spoke as her eye caught the TV set. She saw Spiderman and Black Cat fighting the Green Goblin. The TV said it was live. The redhead watched as Black Cat snatched something from the Green Goblin before fleeing. The distracted villain was then webbed by Spiderman as his glider flew the villain away. Mary Jane shook her head as she tried to dispel the thoughts of Spiderman celebrating his eventual victory over the Green Goblin by fucking Felicia.

The bartender gave her a small shot glass, which she quickly downed. The woman then looked up at the TV again and pictured Gwen also joining in on the celebration and fucking like she didn't belong.

"Bartender! Another drink, but stronger!"

"Whoa there lass. A meek little thing like you shouldn't be drinking alcohol. You should be drinking a protein shake," the bartender spoke as he cupped his crotch.

"Watch it, bub!" a seated man at the bar snarled as the bartender quickly backed off.

"Logan. Is that you, Logan?" Mary Jane asked as she approached the hunched over man.

"In the flesh."

"Hmmmm," Mary Jane spoke as she licked her lips and squeezed the man's biceps. The encounter with the photographer and his assistant had still left the redhead horny with some unsatisfied needs.

"What are you doing?"

"Remember a while back when you propositioned me at the Avengers mansion?"

"Yea," Wolverine spoke as he raised his head.

"Well . . . so do I."

"And if I remembered correctly, you blew me off and was rather ticked about me asking."

That was then. This is now."

"What do you mean? Peter is no longer a giant spider and you two are married."

"So you're saying you wouldn't want to fuck me?"

"I . . ." Wolverine stuttered as he was taken aback, but could smell that the woman was horny.

"So?"

"I . . ."

"You and me in the men's restroom. Right now if you're interested," Mary Jane spoke as she headed toward the restroom. Wolverine quickly downed his drink and followed. He even punched himself to make sure that he wasn't dreaming.

The pair entered the restroom and Mary Jane headed to the handicap stall at the end. She opened the door and entered with Wolverine close behind her. The woman hiked up her dress and slid the straps off her shoulders. She then pushed her dress to her stomach so her tits were bared. The woman then squatted on the floor and began to suck Wolverine's cock.

"This can't be happening," Wolverine thought to himself as he saw the beautiful redhead sucking on his dick. He reached down and grabbed her tits as the woman moaned around his cock. The vibration was enough to make his cock expand in the woman's mouth.

"Stick your cock inside me," Mary Jane purred as she stood up and turned her back to him.

Wolverine gripped her hips and rammed his hard member into the woman's pussy. Mary Jane moaned as Logan entered her. The woman gripped the two silver bars on the wall as she leaned forward. Wolverine then gripped her hips and pumped his meat in and out of Mary Jane's incredibly wet pussy.

"Oh yes! Fuck me, Logan! Fuck me!" Mary Jane panted.

"I will," the mutant grunted as he slowed down to savor the feel of the woman's pussy squeezing his dick.

"Damn it , Logan! You're supposed to be a beast! So squeeze my tits and fuck me like an animal! Or do I need to find the Beast to fuck me? Now fuck me hard or don't fuck me at all!" Mary Jane demanded as she remembered the photo shoot, where she was used like a sexual plaything and how much she enjoyed it.

Wolverine not wanting to be insulted especially when compared to Beast, clamped his hands on the redhead's tits and fucked her for all he was worth. The sounds of flesh slapping together soon filled the room. The mutant just hoped that his claws wouldn't extend when he finally shoots his load into the woman.

"OH YES!! THAT'S IT!! FUCK ME!! USE ME!!" Mary Jane happily shrieked as she loved every second especially when Wolverine growled into her ear.Mary Jane Parker was nude. She sat on the bed with an equally nude Nick Katzenberg. The redhead felt lucky that she had just enough time to shower and get into bed before the man showed up. She didn't want him to smell Logan's scent on her. The woman snuggled up to the man, who started to play with her tits. The redhead cooed in appreciation.

"You've been a bad girl, Mary Jane," the man growled as he gave her nipple a hard squeeze.

"What?" a flabbergasted Mary Jane replied. The woman thought he meant that he knew that she had serviced Norman Osborn's cock, fucked Wolverine, and had been fucked by the photographer and his female assistant.

"You haven't been tending to my needs in quite some time," the man growled as he gave her other nipple a hard squeeze, which caused Mary Jane to squirm in his grip.

"Oh. I'm sorry," the woman spoke meekly as she felt she dodged a bullet. The man wasn't omniscient after all.

"You've been a very bad girl, which is why I had to punish you. Hit play on the remote," Nick ordered.

Mary Jane did as Nick commanded and the TV screen came alive. She saw the photographer bind her as she dressed in fetish wear. The woman's eyes grew as she realized that Nick had recorded everything from the photo shoot. She looked at Nick, who immediately moved her head back so she could watch the video before he went back to playing with her tits.

"Looks like someone is enjoying herself. Just listen to yourself moan like a bitch in heat after the blonde removes your gag," Nick spoke.

Mary Jane closed her eyes and remembered how the blonde's soft skin and wet lips felt against her body. The woman's pussy immediately reacted as she started to become wet. Mary Jane then opened her eyes when she heard the blonde's voice telling her to cum. The redhead watched as the woman on the screen climaxed, almost on command.

"Fucking slut! And your wet too! I guess you're not the prude after all. I've always known you were designed for sex and now you know it too!" Nick growled as he started to finger her clit and wet pussy.

Mary Jane moaned and wanted to tell Nick Katzenberg to fuck off, but she couldn't. Deep down, the woman knew he was right. She had voluntarily sucked Norman Osborn and flirted with him endlessly since their first night together. Then she remembered fucking Wolverine in the nasty restroom at the bar. And of course, the woman could easily see and hear how she reacted during her first threesome and lesbian experience.

"Just think of it, Mary Jane. You're still better than that worthless Peter of yours. He only fucks two women at the same time. You on the other hand are fair and fuck each member of the sexes," Nick laughed into the woman's ear.

Once again, Mary Jane didn't respond. Instead, her mind quickly darted away from the video and replaced it with her husband, Pete Parker, who was busy fucking Felicia Hardy and Gwen Stacy. She could hear him moan as he drove his cock into the each woman. She also pictured them reacting like cheap sluts while her husband fucked them. However, the woman shook her head and drove the images from her mind.

"I mean . . . seriously Mary Jane . . . when was the last time that your limp dick husband fucked you? Probably not in a while since he's been fucking Felicia and Gwen."

Mary Jane's mind raced as she remembered all those nights where Peter Parker came home with Felicia. Sure, Felicia left, but Peter always went straight to bed. He didn't touch her and he definitely didn't fuck her. In fact, he didn't even pay that much attention to her. He just glanced at her and went to bed. Why? Because he was exhausted. He wasn't exhausted from fighting crime. It was because he was too busy fucking the Black Cat. Mary Jane's mind began to fume as she pictured the pair fucking again and again.

"I bet he even finds them sexier than you. So here you are, trying to save your marriage and protect him . . . while he's out doing whatever he wants without a care to what you're doing . . . and celebrating his victories by conquering Gwen and Felicia," the man laughed.

Mary Jane didn't reply as the man's words continued to sink in. In the last few weeks, Peter hadn't bought her flowers, given her gifts, or even taken her out to dinner. He doesn't even call or text her on the cell. Yet, she was the one who was being blackmailed by two individuals and doing things that she would have never imagined while her husband was fucking his ex-flames. The redhead seethed with anger as she now resented her husband.

"It's like he doesn't even know that you're there. He's totally forgotten you, Mary Jane . . . he's just a pathetic . . ."

"Shut up and fuck me," Mary Jane spoke as she turned and kissed the man passionately while her hands griped his dick. She straddled him and inserted his cock into her pussy. The woman then pressed her body against the fat slob and began to ride him as they continued to kiss. This wasn't blackmail anymore. Mary Jane wanted this. She wanted to fuck and satisfy her newly found needs since she had convinced herself that Peter was busy sowing his oats with others instead of her.Days Later

Mary Jane Parker dutifully sucked Norman Osborn's cock. Earlier, she had gleefully accepted Norman Osborn's latest gift to her. The man had bought her a pair of drop and dangle diamond earrings. The earrings had a two and a quarter inch drop. Each earring had diamonds arranged eight flower motifs. The flowers increased in size from top to bottom. The earrings also had 18k white gold and featured a post connecting the flowers for added comfort. Mary Jane quickly donned their earrings and was as a giddy as a schoolgirl. She then began to service the man.

Mary Jane Parker alternated between going super fast and super slow. Regardless of her speed, she always moaned around the man's cock. Her moans would some times cause the man's dick to shake. It would grow stiff shortly after, giving the redhead instant positive feedback. She loved it since she wanted to please him. Especially since she always received such wonderful gifts. However, the woman looked up and saw that the man was not his usual self. Normally, he was all smiles, but not this time. The redhead slowly released his dick and sighed.

"Are you okay? Am I doing something wrong?" she asked, hoping that it wasn't her fault.

"It's not your fault," the man replied to a relieved Mary Jane.

Even though the redhead was relieved, her concern immediately turned to Norman Osborn since she wanted to know what was troubling him. She rose to her feet and bent Norman slightly forward. The woman then pressed her tits against his back as she stroked his shoulders.

"MJ," the man spoke.

"Do you want me use my tits on your cock?" the woman purred into the man's ear.

"I can't believe I am saying this, but I am not in the mood."

"Why?"

"It's complicated."

"Tell me," the woman spoke as she kissed the man's neck.

"Fine. Someone broke into my lab and stole something very important to me."

"Who broke into your lab and what did they steal?"

"I've spent years making it and the Black Cat stole it," the man sighed.

"That fucking bitch! She steals Peter and now steals from Norman! Is she trying to destroy my life? What the fuck!" Mary Jane's mind yelled.

"May Jane . . . don't dig your fingers into my shoulder, you're not a cat."

"Sorry Norman," Mary Jane quickly apologized.

"It's not your fault. I've been wracking my brain all day trying to figure out how to remake it. It took years and that woman spent only a few minutes to steal it from me."

"Fucking bitch has Norman all worked up! It's all her fault! She's ruining my life! Wait! I can get back at her!" Mary Jane thought to herself.

"Mary Jane . . . are you okay?" Norman asked as he turned and looked at the woman.

"What if I told you that you can get back at the Black Cat?"

"What? How?"

"The woman has a lot of enemies. They would do anything to know her true identity."

"You know it?"

"You have to promise me one thing though, Norman."

"What? What do you want me to promise?"

"Promise me that you won't kill her. I rather see her dropped a few pegs and I want her to suffer," Mary Jane spoke.

"This is a new side of you," Norma spoke.

"You don't know the half of it," Mary Jane thought as her pussy twitched when she remembered her threesome.

"Mary Jane . . . is that all?"

"I want a piece of her."

"You want me to cut something off for you?"

"No. No death or dismemberment."

"Done!" Norman quickly agreed.

"Then let me dial her number. Also, we need to buy a strap-on for me and some bondage gear for her," Mary Jane spoke as Norman Osborn quickly nodded his approval.Days Later

The Black Cat took a deep breath as she stood perfectly still. The woman's firm body, long legs, and large breasts were packed inside her tight black suit that clung to her body like a second skin while displaying her ample tits to her opponents. Normally, she was able to confuse lesser opponents and beat them easily with her outfit. The suit empowered her, but not today. For today, Norman Osborn's fingerprints covered every inch of it as he groped and fondled her body before he unzipped it and made the woman step out of it. The woman didn't want to, but she had no choice. So she undressed and was about to take her mask off. It didn't matter since Norman Osborn already knew her real identity, but the man stopped her anyway. He played with her tits, ass, cunt, and legs before he laid down on his bed.

"Can I go now?" the woman sniffled.

"No. Your outfit for the evening is over there. Get dressed and join me on the bed," Norman ordered.

Felicia Hardy made it to the chair and saw parts of an outfit. She took a deep breath. The woman didn't say anything. Instead she picked up the black fishnet stockings. She felt the softness of the material between her hands. The woman took another deep breath and was about to step into it when Norman Osborn interrupted her.

"Do it slowly and sexy," the man spoke calmly.

The Black Cat obeyed. She hooked her toe through the end of the stocking and stretched out her leg. The woman slowly rolled the thin stocking past her ankles, up her leg, past her knee, and onto her thigh. Felicia knew the man watched the stocking make its way up her leg and wanted to see if her tears would land on the stocking. The woman was proud that she hadn't cried, but she repeated the process with the other leg. Once she was done, she smoothed them out over her fit legs.

"Oh shit, I feel so cheap now," the woman thought to herself as she slipped her feet into a pair of five inched black heels.

"I've changed my mind, Black Cat. Play with yourself first."

The Black Cat took another deep breath as she suddenly heard the room being flooded with techno music. The woman sat down on the chair that her outfit was one and spread her legs. She then rubbed her pussy with her right hand before she stuck two fingers inside her. The woman played with herself and felt cheap the entire time.

"Come on over," Norman ordered as his cock stood at attention.

The Black Cat slowly walked toward the man. She joined him on the bed. Her right hand gripped his cock and she tapped three fingers on it before she released his dick. The woman's left hand gripped the base of his dick as she kissed the head of his member. Her tongue licked the head of his cock repeatedly as her spit started to dribble down his member. The woman pushed her hair from her eyes as her right hand gripped his dick as well. She then slid her mouth onto the man's dick and pleasured it with her lips and tongue. After a minute, she pulled her mouth of his dick and took a deep breath as several strands of saliva connected her lips to his dick.

"Continue."

The Black Cat took another deep breath before she released his cock. She kissed the head of his member and wrapped her lips around her while she gripped his member again with her right hand while her left and played with his balls. The fingers on her hand danced on his cock while he bobbed her head on it. Her hand then twisted his cock as she licked the sides of his member. Spunk started to glisten over his dick as it mixed with her spit.

"Use your mouth on my dick and don't remove it. Service me and look at me," the man commanded.

The Black Cat's sad eyes looked at the man's gleeful eyes. She continued to service his member as she never removed her mouth from his dick. The woman bobbed her head. Faster and faster. The woman never broke eye contact with him. Her cheeks puffed and concaved. She felt his cock stir and she knew what was about to happen, but she couldn't avoid it. The woman knew the consequences of displeasing Norman Osborn since he made it quite clear over the phone. The woman kept her lips wrapped tightly around his cock as he shot his load into her mouth. Felicia Hardy fought back the tears as she swallowed his cum, not daring to waste a drop. Once the woman was done, she kept her mouth on his dick.

"Good girl. You take orders real well. Please continue," Norman spoke as he patted her head.

The Black Cat didn't say a word as she continued to service his member and stare at the man. Except now, the woman felt incredibly cheap. It started slow. A lone tear escaped her eye and dropped onto his crotch. However, more tears escaped after the second time she was forced to drink Norman's spunk. After the third time, she lost it and tears poured down her face. The woman's makeup was running down her face with her tears. She looked horrible and all she saw was Norman Osborn's smile getting bigger and bigger like the Cheshire Cat.

"Just clean it and open your mouth when you're done," Norman spoke as the Black Cat thanked her lucky stars since she wanted to rest her sore jaw. Once she was done, she opened her mouth and showed it to Norman Osborn.

"Good girl. Now ride me," the man ordered.

Tears continued to flow from her eyes as the Black Cat impaled herself on his dick. The woman went slowly at first, but she sped herself up when she saw Norman Osborn spin his finger. Felicia Hardy bounced up and down on the man's cock as Norman's hands cupped her breasts and squeezed. Her juices started to as the woman felt incredibly cheap. She wanted to crawl under a rock, but she knew she couldn't. Instead, she continued to ride him. She went faster and faster, hoping that the forced pleasure would make her forget her predicament. So when she climaxed, she wailed like a banshee. It didn't help her situation. It only made things worse as she felt totally humiliated.

"Good job," Norman spoke as Felicia collapsed on top of him.

"Are we done now?"

"No," Norman replied as Felicia felt a pair of soft hands spreading her ass.

"WAIT! WHO? WHAT?!" Felicia wailed as she felt something long and hard, penetrate her ass. The woman had never been fucked in the ass before and she didn't want to be fucked in the ass. She wailed as her came alive. Her nerves were alive as the pain was excruciating.

"You like?" Norman asked.

"OH SHIT! PLEASE STOP! NOT MY ASS! STOP AND I'LL FUCK YOU ALL NIGHT LONG!" Felicia shrieked as the person behind her fucked her ass like a possessed maniac. She felt the maniac's hands slap her ass again and again.

"You know you like this," Norman spoke as he and the person behind Felicia fucked the Black Cat savagely and forcefully.

"OH SHIT! OH FUCK! PLEASE NO! NOOOO!" Felicia screamed as both assailants forced the woman to climax. A climax that sapped all her strength.

"Should we stop?" Norman asked.

"No. Let's continue. The bitch loves this shit," Mary Jane growled as she continued to ram the strap-on into the Black Cat's ass.Hours Later

Norman Osborn was dressed in a robe with his cell phone in his pocket after he took a shower. He returned to the room and was pleasantly surprised by what he saw. The Black Cat had been blindfolded and gagged as she sat on a modified wooden chair. The woman had a ring-gag secured around her mouth. The dildo that Mary Jane had used to fuck her earlier was inserted into her mouth and secured to the ring-gag. The woman's ankles were bound to the front legs of the chair while her arms were secured to the arms of the chair, all by ropes that dug into her skin. A hole had been cut into the seat of the chair. Under the chair, a large metal box was connected to the wall socket, which allowed a large spinning dildo to thrust in and out of Black Cat's drooling pussy. Her nipples were clamped as the woman weakly struggled on the chair.

"Can she hear us?" Norman asked.

"No. I secured some earplugs into the canal. She can't hear anything, but I'm sure her mind is screaming," Mary Jane replied as she quickly bounced over to him and pressed herself against his chest.

"Are you enjoying your new pet?" he asked.

"Of course. I love how you were able to build this chair and toy for her," Mary Jane gushed.

"Simple engineering. If you give me some time, I can improve on it. Consider this a prototype."

"Can you make one more for Gwen Stacy?"

"The exact chair or a better one?"

"Doesn't matter. I just want to punish the slut."

"Sure," Norman Osborn spoke as he kissed the woman's forehead.

"This is great!" the woman gushed.

"MJ . . . I never had a chance to ask, but it's been . . . bothering me for a while now," Norman spoke cautiously as he held Mary Jane's shoulders and slowly moved her off his chest. He then rubbed her arms as he looked her in the eyes.

"Ask away," Mary Jane replied.

"How did you know that the Black Cat was Felicia Hardy ?"

"I will gladly answer the question if you do something for me."

"Blackmail Gwen Stacy?"

"No. I don't think you can do that and I haven't figured out how to punish her yet. All I know is that she's scared to death of the Green Goblin. No, it's far more simpler, I want something," Mary Jane spoke as she pulled the man's phone from his pocket. She quickly found the website and the item that she wanted. She then handed the phone back to the Norman.

The man was a bit perplexed. He alternated between the phone's screen and Mary Jane's face. He then looked at Felicia Hardy, who was screaming into her gag as she climaxed again. The woman's body quivered for over a minute before she whimpered into the gag in total agony. The man could easily sense that Mary Jane Parker was no longer the woman that he saw walk down the aisle with Peter Parker. The woman had fundamentally changed. He had no idea how or why though. He had only blackmailed her and made her use her mouth and body to please his cock, but Katzenberg had to have done something to her.

"So?" Mary Jane asked.

The man looked at Mary Jane again. He had more resources than Nick Katzenberg. He could squash him easily. Norman Osborn had prided himself on being smarter than his competitors and he viewed Nick as a competitor right now. Not only that, but he viewed this a challenge. He had to know what caused the change in Mary Jane's personality.

"So?"

"All you want is a facet collar necklace? The length is sixteen inches with a three inch extension chain in 18k white gold that's covered in diamonds?

"Yes."

"What if I bought you two necklaces? I will buy you this one and one that is and one that is 24k yellow gold?" Norman asked, but didn't receive a verbal answer since Mary Jane thrust her lips over his mouth and her tongue into his mouth. The two embraced and kissed for what seemed like forever before they finally broke the kiss, both panting for breath.

"You're the best," Mary Jane gushed happily.

"I know."

"And now you'll know more. Felicia Hardy, the Black Cat is a good friend of my husband, Peter Parker."

"That would mean . . ."

"Peter Parker is Spiderman. Nick Katzenberg has blackmailing me for sex in order to keep that news buried with him. And while I've been saving his hide and family, Peter has been fucking Gwen and Felicia behind my back," Mary Jane snarled with heavy disgust and venom in her voice.

"And why are you telling me this?"

"I like my arrangement right now. Nick for all his faults, actually set me up. He allowed me to have m first threesome, a man and a woman. You're my second with Felicia as the third party. It was amazing and I would like for it to continue as we both blackmail her into a life bondage and servitude. She won't last five minutes on the street before people like the Kingpin track her down. And the best part, she knows it. She'll be ours," Mary Jane spoke with an evil smile on her face.

Norman Osborn felt his pants tighten as his cock started to harden. The man still wasn't completely sure what had caused the change, but he really liked it. The innocent bride that he watched walk down the aisle was gone and a far better version at least in his opinion was in her place. And he wanted her. He really wanted her.

"We can punish the Black Cat for stealing your stuff and for screwing up my marriage," Mary Jane growled.

"And I can help you punish Gwen Stacy for ruining your marriage too," Norman Osborn spoke with a wry smile.

"How?"

"By using her greatest fear," Norma spoke, not quite sure how Mary Jane Parker would react once she heard his next statement; his confession.

"What?" a confused look appeared on Mary Jane's face.

"I'm the Green Goblin. The man who has tormented Spiderman for years . . . that's me. The Black Cat didn't break into my laboratory, she stole directly from my glider," Norman Osborn confessed. The man then watched Mary Jane's face. The smile was gone. She just looked at him for a long time. Norman Osborn wasn't sure what was going on inside Mary Jane's head. Then all of sudden, the woman thrust herself into his arms and kissed him with even more passion than before.

When the woman broke the kiss, she grabbed his hand. She pulled him to the bed and made him lay down on it. The woman opened his robe and saw his erect dick. Mary Jane then joined the man on the bed and impaled herself on his dick. The woman moaned as Norman Osborn penetrated her pussy for the first time. The redhead then slowly rode him as she placed his hands on her tits and made him squeeze them with her assistance.

"Norman . . . this is going to be the start of beautiful relationship," Mary Jane moaned as she stared lovingly into the man's eyes.Days Later

"Felicia? You here? You called and told me to come? Where are you? Felicia?" Gwen Stacy spoke as she entered Felicia Hardy's expensive rooftop apartment. The woman wasn't a cat thief anymore, but that doesn't mean she stopped using the cash that she had saved up from that time in her life. Some of it was the fee that she collected from jobs, others were from fencing items. Gwen always thought that Felicia should have returned the cash, but she hardly pressed the issue with her. The blonde woman walked into the bedroom and stopped dead in her tracks.

There on Felicia Hardy's bed was the woman herself, but she was not dressed in anything that Gwen had seen before. The woman was dressed in a black and red leather bustier. The main black parts of the bustier were supported by wires, the rest was made up of red mesh. Red laces also ran up the front, keeping it tight. The bustier didn't cover the woman's tits at all. Instead, it pushed Felicia's large breasts up. The woman also wore a garter-belt with black straps connecting them to her red mesh stockings. The red high heels and the thick black leather collar around Felicia's neck wasn't out of the ordinary, but it was the leather gag that stuck out. The woman had a huge leather ball-gag that forced her mouth open. Although Gwen didn't know it, Felicia's mouth was forced so wide that the woman thought her jaw would pop. The gag also covered everything from her chin to her nostrils. It was also strapped ridiculously tight as was the black leather blindfold that covered her eyes. A new black belt was also wrapped tightly around her waist. There was a black strap that went between her legs and ensured that the vibrators inserted in her ass and pussy wouldn't fall out. Completing the outfit was a black leather arm-sleeve, pulled behind her back and ensured that she couldn't get to the vibrators.

Gwen was frozen in place. She didn't know if she should run to Felicia or run away from her. However, her legs wouldn't move. Instead, she felt a presence behind her. The woman turned and screamed as she saw the Green Goblin.

"Hello!" the man laughed.

Gwen Stacy's face was as white as a ghost. The woman was gripped in fear. Her eyes almost popped out of her sockets. However, she immediately regained control of her legs again. The blonde woman tried to run away from him, but the man grabbed her arm. The blonde woman screamed as she tried to pull away like a madwoman and eventually pulled away. She grabbed a broom in the corner and prepared to fight.

"Don't fight me, Gwen. If you get away, I'm just going to take out my anger on Aunt May. You know, the aunt of your friend, Peter Parker also known as Spiderman. And if I don't get to her, I'm sure some other person will once everyone hears that Spiderman is really Peter Parker," the Green Goblin spoke as Gwen Stacy stopped dead in her tracks.

"You know? How?"

"Does it matter?"

"No . . . I guess not," Gwen spoke meekly as she pictured every criminal from the common thug to the super-villains that had threatened the entire city gunning for Peter, Aunt May, Felicia, Mary Jane, and herself. They would all be in constant terror as they tried to survive.

"Now put the broom down and get dressed. Your outfit for today is on the chair over there. You can run or you can put on the outfit and let me fuck you . . . for the rest of your life. You have one minute to decide," the Green Goblin laughed.

Gwen Stacy dropped the broom and looked at the outfit that had been set for her on the chair. The woman gulped, but she had no choice. The blonde figured that the same deal was offered to Felicia, who must have agreed. The woman gulped again and took a deep breath. She didn't want to have the death of so many people on her conscious. The woman took the outfit and stepped into the bathroom.

Minutes later, Gwen Stacy wore the same outfit as Felicia Hardy minus the vibrators, belt, blindfold, and gag. Her arm-sleeve forced her arms behind her back and parallel to the floor while two chains connected her arm-sleeve to a hook on the ceiling. The woman took a deep breath as she felt the Green Goblin spank her ass. She tried to keep quiet but in the end, she couldn't help but scream and cry with each slap.

The Green Goblin soon got bored of spanking her. The villain then drove his cock into the woman's defenseless pussy. Gwen panted as she felt the villain grip her hips as he fucked her with both her legs raised in the air. Her tits bounced up and down n rhythm with his thrusts. The Green Goblin didn't fuck her very long as he pulled out. He then walked to front, gripped her chin, and forced her lips open with his tongue as he kissed her.

Gwen felt disgusted, but she allowed him to kiss her. She thought it was over now, but then she felt a pair of hands on her hips as something huge penetrated her pussy. Her pussy was being stretched as she screamed into the Green Goblin's mouth. The blonde now had no idea what laid in front of her, but she sobbed uncontrollably as she realized that her life would never be the same again as the Green Goblin and whoever he wanted were going to use her body until it was used up. The blonde woman had no idea that her assailant was Mary Jane Parker using the same strap-on that she used on Felicia Hardy earlier in the week.Days Later

Nick Katzenberg was incensed. Oh sure, the redhead known as Mary Jane Parker was on her knees and busy sucking on the man's cock wearing nothing more than red six inched heels, but the fact that she had missed several meetings with him and refused to meet him in a filthy motel room, made him livid. He hated the fact that the woman had grown a spine. The man loved fucking her in filthy motel room since it was supposed to reflect her new standing in life. Yet, she was now fucking the man in an expensive hotel room. The overweight man was so furious that he held her head as she drove his cock into her mouth again and again.

"You've been a bad girl, Mary Jane! Take it! Take my cock!" the man growled angrily.

"Glub. Glub. Glub," Mary Jane moaned against the man's cock invading her mouth.

"How dare you not show up when I need you? Do you want me to tell the world that Peter Parker is really Spiderman?" Nick growled as Mary Jane locked eyes with the man. The man was shocked that she didn't have any fear in her eyes. Instead, she had a gleam in her eye. The anger began to boil.

"Mmmmppphhhh," the redhead moaned as she released his cock and took it back into her mouth without saying another word.

"Fuck you, Mary Jane! I'm in charge! Not you! You serve me! I can do whatever I want! You're mine! Fuck! I'm going to take you to a motel and fuck you for three days straight!" the man yelled.

Mary Jane Parker slowed down on sucking his cock. Her left hand reached under the bed and pulled out her phone. She placed it on the bed as Nick Katzenberg fumed.

"I'm going to make sure that every villain in the city fucks you before killing you!" the man yelled.

"Calm down," a male voice spoke calmly.

"Who the fuck was that?" Nick growled.

"Calm down, Mr. Katzenberg," repeated the voice.

"Who are you?" Nick spoke as Mary Jane released the man's cock. Instead of bobbing her head on his member, the woman gripped the base of his dick and licked the head and sides instead.

"A friend."

"I don't need you as a friend, whoever you are!" the obese man proclaimed.

"You want me as a friend, Nick. Trust me."

"I trust no one."

"You want to trust me."

"Trust you? Who the fuck are you?"

"A man who can make you very wealthy."

"Yea right. Fuck you, bitch!"

"No. Let me introduce myself. I am Norman Osborn. I think you've heard of me."

"Osborn . . ." the fat photographer mouthed as his mouth was left agape.

"Since you don't have a comeback, I am guessing that you know me. So let me tell you what has been happening. I saw you and Mary Jane in the alleyway after that first night of shooting. That alleyway tryst was captured by my security cameras."

"Cameras . . . how?" Nick stammered.

"I own the buildings around the alleyway. But that's not important."

"Uh . . . sure . . ." Nick agreed, not sure what was really happening. Blackmailing Mary Jane was one thing, yelling and insulting Norman Osborn was different.

"So I used the video to blackmail Mary Jane too. A man like me likes to have the best and I've always had my eye on her, but she was always unobtainable. You do have great taste, Nick. I hope I can call you, Nick. Can I call you, Nick?"

"Sure," a confused Nick Katzenberg replied.

"Good. So Mary Jane and I have come to an agreement. She was unable to show up for your two requested engagements because she was with me. I hope you don't mind."

"I . . ." the fat man stuttered.

"I understand. I would be upset too if I had Mary Jane and lost her. Speaking of which, I was going to tell her not to see you again . . . ever. But she declined that. Apparently, you opened the door for her and she is appreciative. She would like to continue our current arrangement. She still wants to have sex with you even though she is in a relationship with me."

"You . . ."

"Yes. Its been quite an experience. My compliments to you for your original plan, but you're going to have to change it. So here is the new arrangement. When you want the redhead, you will call her. If she refuses because she is busy with me, you will be compensated," Norman Osborn spoke as Mary Jane placed a brown paper bag on the bed, followed by an expensive briefcase.

"Uh . . ." the obese man panted as he opened the bag.

"First, the contents in the bag is for the last two days. Sorry for the inconvenience."

"This is a lot of money," the photographer said happily.

"Yes. It is, but not to me. It's more than what you make in a week, but I can make that without batting an eye. Now. Open the briefcase."

"HOLY SHIT!" the man exclaimed like a giddy schoolgirl.

"That's for hatching your plan, executing your plan, and introducing me to the new and improved Mary Jane Parker. I am grateful and that is a sign of my gratitude."

"Holy shit!"

"So here's the deal. You will not blackmail Mary Jane anymore. When you want to fuck her, you will ask her. If she cannot, I will give you some money and send a replacement if possible. But here's the catch, Nick. If you every hurt Mary Jane, I will punish you. Like you said earlier, there are a lot of people who want to hurt Spiderman, but there are even more people willing to hurt you if I paid them to."

"Ahhh . . ." the fat man gulped.

"But place nice and you will be a rich and happy man. Especially since Mary Jane is going to help us and humiliated Peter Parker and Spiderman. Peter Parker is going to watch you fuck his wife. He will also watch me fuck his wife. Not only that, but Mary Jane is going to play the part of a battered wife in public, turning them against him. Peter Parker may lose his job. If he does, you can hire him as an apprentice or something. As for Spiderman, I am going to turn him into a villain. Not even John Jonah Jameson can imagine the crimes that I am going to have Spiderman participate in. Soon, the whole city will turn against him. And then . . ."

"Then we push Peter some more. He will never touch me or fuck me from this day forth. I may divorce him and I may not, but I will definitely make sure that Norman and I start a family together. That should destroy him. In the meantime, he will see us defile his closet friends," Mary Jane spoke as she stopped licking the man's cock. The redhead stood up and made her way to the bathroom door.

"Close friends?" Nick Katzenberg mouthed.

Gwen Stacy walked, shivering, into the room. Her outfit was a simple latex leotard, replete with elbow-length gloves, thigh-high boots, and neckline that was so high-cut that it served as a choker. However, everyone in the room knew that she was nowhere near protected from exposure as she began to haltingly perform a striptease, crying the entire way. Starting with her boots, she gave a slight tug, and the latex gave way to its precuts, slipping off and revealing the rest of her slender legs to the assembly. Moving to her breasts, she shakily traced her fingers around the base of her orbs, stealthily moving the zipper around as the two pieces of latex that covered her magnificent breasts also fell off. Finally moving to her sex, it took her a few seconds to compose herself for what she was about to do. She undid the zippers on the sides of her cunt, leaving just a single thin strap to protect her forbidden hole, but the strap almost immediately lodged itself between her dripping cunt-lips as she broke down and began sobbing.

Next, Mary Jane pulled on a leash and pulled the Black Cat into the room. The woman was dressed in a tight black catsuit, but a massive cut ran down the front of the outfit with the thick straps that barely covered her nipples. It also crushed her tits together to form a delicious wedge of cleavage. Adding to her discomfort, the outfit had a set of laces just around her breasts, which kept the straps from being pushed apart, but gave tantalizing glimpses towards the bottom of her breasts and the toned stomach that lay beneath.

"Meet Gwen Stacy and Felicia Hardy also know as the Black Cat. One or both of these two ladies will take Mary Jane's place when she is busy. However, there will be times will I will be using all three. If that's the case, I will compensate you," Norman spoke.

Nick Katzenberg drooled all over himself as his heart raced. The man couldn't believe what was happening. It's like the dark clouds had been pierced from a single ray of light from heaven. The man was elated, but speechless.

"And Nick . . . I want to cockhold Peter. That means you get to fuck me and his friends in front of him," Mary Jane cooed.

"So Nick. Think about my offer. You don't have to respond today, but I will strongly suggest that you do not think about it too long. As for tonight, I require Mary Jane's presence. So enjoy Ms. Stacy," the man spoke.

Gwen Stacy slowly sauntered toward the man. She stood in front of him and removed the strap that had wedged itself into her dripping sex. The woman slowly joined the man on the bed. She gently gripped his dick and guided it into her pussy as she slowly rode the man. The woman was completely disgusted and had no idea how Mary Jane would ever enjoy fucking the man, but she knew she had to fuck him. Her life and her friends' lives depended on it.

"Oh shit! Mr. Osborn! I accept! I accept the deal!" Nick Katzenberg panted loudly.

"Good. We can work out the logistics and terms on how we will use the women, but let's save that for another day. Enjoy Gwen. MJ, bring the Black Cat and the special bag," Norman spoke.

"Yes sir. I'll see you in a little while," Mary Jane spoke as she hung up the phone. She then reached under the bed and pulled out another bag.

"What's in the bag?" the obese photographer asked.

" Over a hundred reserved condoms."

"Reserved?"

"Oh yes. Paying customers who want to fuck the Black Cat," Mary Jane spoke with a wicked smile as tears dribbled down Black Cat's face. The redhead then tug on the leash and led the woman out of the room while Nick Katzenberg continued to enjoy Gwen Stacy.Weeks Later

"Arrrggg. Unnh. Unnh. Ohhhhh," the Black Cat moaned as she felt the male member fucking her pussy again and again. She was on all fours as the man fucked her from behind with his hands on her hips. The woman's juices dripped from her pussy as she fucked Norman Osborn back, trying to please his sexual appetite. She would rather fuck the man than having Mary Jane pimp her out to hundreds of people for pennies on the dollar even if it meant sacrificing her dignity.

Norman Osborn grunted as he felt his balls stir. The man had been fucking the sexy cat burglar for a while now and was trying hard to slow his desire to unload inside her. However, that was getting harder and harder. He thrust harder into Felicia as her pussy clamped down on his dick as she climaxed. That was enough to set him off as Norman blew his hot spunk into the woman. He felt her pussy milk his cock for a few minutes before he slowly pulled out. The man staggered backwards and sat down in a chair.

"Let me get that for you," a nude Gwen Stacy purred as she knelt between his legs and started to clean his cock with her mouth and tongue. She licked the head and then the sides, making sure to lick the entire length of his cock. The blonde didn't want to disappoint since she knew that if she didn't please the man, Mary Jane would punish her, which meant spankings and a gangbang from a bunch of disgusting men.

"Good job, Tiger," Mary Jane smiled as she stood next to Norman and kissed him passionately. The pair continued to kiss with their eyes closed while Gwen cleaned the man's cock.

"All done," Gwen proclaimed.

"Good," Mary Jane spoke as she broke the kiss and tossed a double-ended dildo to Gwen.

The blonde woman stood up and started sucking on one end while she made her way to the bed. She laid on her back and inserted the spit-covered end into her pussy. The Black Cat panted for breath as she slowly pulled her exhausted body up. Felicia remained on all fours as she impaled her pussy on the other end of the dildo. Once it was inserted, Gwen started to thrust in and out of Felicia as both women moaned.

"Watch this," Mary Jane spoke as licked a double-ended dildo. The redhead made her way to the bed. She then inserted the spit-covered part into her pussy. Her hands gripped Felicia's ass and spread her cheeks before she rammed the dildo into her ass. The redhead reached forward and grabbed Felicia's jiggling breasts and thrust in and out of the woman's ass.

"Holy shit!" the Black Cat shrieked as she felt both dildos pumping inside her. The woman threw her head back as pleasure engulfed her body.

"Oh yes! Norman . . . baby . . . fuck my ass . . . oh yes, fuck my ass!" Mary Jane begged.

Norman Osborn didn't have to be asked twice as he quickly joined the trio. His hands gripped Mary Jane's ass, parted them, and thrust his dick between her cheeks. He entered her and gripped her hips in order to thrust into her. The redhead purred as the man started to fuck her. Within seconds, all four moved in sync of each other as they fucked.

"OH YES! FUCK ME, TIGER! FUCK ME!" Mary Jane begged.

"OH YES! FUCK ME! FUCK ME! FUCK THE SLUT, FELICIA TOO!" Gwen shouted.

"OH FUCK! OH FUCK!" Felicia shrieked at the top of her lungs.

"TAKE IT, SLUTS!" Norman grunted loudly.

"OH YES! WE'RE YOUR SLUTS! WE'RE ALL YOURS FOREVER! PETER WILL NEVER TOUCH US AGAIN! BUT HE CAN WATCH!" Mary Jane yelled as she glanced to her right.

Seated in the darkness, Peter Parker was dressed as Spiderman minus the mask. He jerked his own dick as he was forced to watch the three women in his life submit to Norman Osborn like common whores. However, he had to do it or Mary Jane would reveal his secret identity to the world, which would put Aunt May in grave danger. He just never expected that he would be blackmailed by what once was the most important person in his life. He also never thought that Mary Jane would ever cheat on him. Peter's world had been totally destroyed and he knew, things would only get worse. Especially since he was the one who often had to recruit the scum for the gangbangs and had to stay and watch.A Year Later

The wedding march played and filled the luxuriously decorated room. Nick Katzenberg stood at the alter and was dressed like a priest. Standing next to him was Norman Osborn in a well tailored black suit. The pair looked at the end of the aisle, where Peter Parker was dressed in his Spiderman costume, minus the mask of course. Standing to him was Mary Jane, dressed in a translucent white laced V-necked gown. It pushed her tits together and pushed them forward. Since the gown was translucent, her erect nipples were clearly visible. The gown was also slit on the left side, revealing her entire left leg. She teetered on white six inched stiletto heels while her legs were encased in white laced thigh-high stockings. Completing the outfit was a thin translucent veil that covered her face and a bouquet of flowers in her hands. Walking behind her, dressed in the same outfit minus the flowers were Felicia Hardy and Gwen Stacy.

Peter Parker didn't want to be present, but he had to. In the last few months, Spiderman had become a criminal, doing everything that John Jonah Jameson published over the years. It turned Peter's stomach, but he had to. His job wasn't much better either. Since Spiderman went rogue, Nick was the one who got all the pictures. Of course, he knew where Spiderman was going to strike since he was the one directing him. There were a few times that he wasn't in charge since Norman Osborn took charge, but the man was usually too busy fucking his three beauties and left Nick to his personal vendetta against Peter Parker. Jameson came close to firing Peter, but Nick intervened and had the Jameson assign Peter as his assistant, who Nick always sent him on crappy assignments like getting him lunch or picking up Mary Jane, Felicia, or Gwen so he could fuck them. Peter always obeyed in order to keep Aunt May safe. She was his main priority now especially since he signed the divorce papers days ago.

Peter Parker gave Mary Jane's hand to Norman Osborn, who gladly accepted it. The crestfallen hero then took a step back before he tried really hard to hold back the tears. The man couldn't believe how his world had fallen apart.

Everything went like a blur for Peter since he signed the divorce papers. Aunt May blamed Peter for the failed marriage. Sure, the woman had asked both for their sides of the story, but the story was written so that it tilted heavily in favor of Mary Jane and Peter had to go along with it. The story wasn't that Peter had cheated or that Mary Jane cheated. No, the story was crafted by Nick Katzenberg and Norman Osborn to completely humiliate Peter Parker. In fact, Aunt May was very disappointed to find out that Peter had mortgaged her house with some very unfavorable terms. She came very close to losing her home, but Mary Jane scrambled in order to pay it off. With the house saved, Mary Jane and Peter's marriage fell apart since Mary Jane blamed Peter for being incredibly underhanded in mortgaging a house that he didn't even own all to fund his gambling and drinking addictions. The addictions were fake, but they made Peter look bad. Aunt May agreed with Mary Jane and became very grateful when she realized just how hard Mary Jane had to work to get the funds. The redhead would have to work for almost a year and no ability to save any money since all the funds would be going to pay back the bank. However, that's when Norman Osborn came into the picture. He fronted Mary Jane the money while Nick Katzenberg slowly weaned Peter away from his addictions. Aunt May bought the story and although she was angry at Peter, she didn't kick him out since he was getting clean. She didn't want to make things worse. However, she felt in immense sense of gratitude to Norman Osborn, Nick Katzenberg, and Mary Jane. The old woman also gushed when she found out that Mary Jane was going to become Mary Jane Osborn. In her eyes, the last name didn't mean a thing as both Mary Jane and Norman were family now. Peter knew this and it stung him. But it was Mary Jane's lovely voice that snapped him out of his daze.

"The ring," Mary Jane demanded as Peter handed her the ring.

"Norman . . . I protected, loved, cherished, secure, warm, safe, and owned when I am around you. I know my place in the world and it is beside you. I vow to do everything in power to satisfy your every sexual craving, no matter how perverse. I also vow to assist both you and Nick in punishing Peter Parker. So with this ring, I seal my pledge and hope you will take me as your wife," Mary Jane spoke as she placed the ring on Norman Osborn's finger.

"And Norman," Nick spoke with a sly smile on his face.

"I take you as my wife, Mary Jane," Norman spoke as looked at Peter for several seconds before he took the ring from him and placed it on Mary Jane's finger.

"I now pronounce you man and wife," Nick spoke happily as Norman and Mary Jane kissed.

Peter Parker then reached into the right pocket of his jacket and pulled out a black choker. The man didn't say anything as Gwen Stacy took the choker from him and knelt in front of Norman Osborn. She held up the choker and took a deep breath, not daring to make eye contact with Peter Parker. Felicia Hardy then approached Peter, who reached into his left pocket and pulled out a black collar. Felicia took the collar and knelt in front of Norman Osborn.

"I, Gwen Stacey will always walk behind you both. I will allow you, my master, and her, my mistress to lead me in direction. I will simply follow. You lead," Gwen spoke before Norman secured the choker around her neck.

"I, Felicia Hardy, also known as the Black Cat will always walk behind you. I will allow you, my master, and her, my mistress to lead me in direction. I will simply follow. You lead," Felicia spoke.

"Wait Norman," Mary Jane spoke as she signaled Peter, who handed her a long black leash.

"You will crawl on all fours behind us," Mary Jane snarled at Felicia.

"Yes Mistress. I will crawl on all fours behind you both," Felicia spoke after she took a deep breath.

"Give her the collar and make her put it on herself," Mary Jane spoke as Norman nodded. Felicia took the collar with shaky hands before she secured the collar around her neck. The redhead then reached down and secured the leash to the collar. Mary Jane then tug on the leash as she and Norman started to leave with a walking Gwen and a crawling Felicia behind them.

"Wasn't that fun?" Nick Katzenberg laughed as he slapped Peter Parker on the back. The young photographer bit his lip and watched as his ex-wife walked out of the room with her new man and two slaves. He knew that he would soon have to take pictures of their honeymoon and eventually, he will even take pictures of her new family.

The End

12 Sue Storm cheatings 1

The Invisible Handjob

BY : Zev95

Category: Marvel Verse Comics Spiderman

Dragon prints: 42444

Disclaimer: I own neither Ultimate Spider-Man nor any of the franchise's characters. I make no money from publishing this.

Chapter List

1

2

It'd finally happened. Peter was finally going crazy. Because he was totally alone in the steam room and he was sure someone was talking to him.

Voice in his head. He wondered if there was room for it next to his spider-sense and the general guilt.

He couldn't even blame it on someone hitting him with mental rays or drugs or even Grateful Dead music. The night before, he'd fought the Shocker, taken the brunt of a… vibro-hit or whatever… but had popped nothing stronger than Aspirin for his bruised ribs. Then he'd muddled through his school day… got out of gym class though he was pretty sure the coach thought he had menstrual cramps… and slunk into the locker room.

Peter supposed he was letting down the stereotypical nerd, but the locker room was the best thing about Midtown High (at least, now that he'd broken up with Mary Jane). Not for the reason Flash might have oh-so-sensitively suggested so many times, but because it contained the steam room.

He wasn't sure why; maybe it was completely psychosomatic. But putting in a half hour or so in a steam room seemed to wipe him clean of all his bruises and cuts. Something about how his radioactive blood processed injuries, and then how sweating detoxified him. Probably.

He didn't like thinking about it. Thinking about it usually led to him being convinced he was going to turn into a giant spider someday. And nobody likes giant spiders. People didn't even like movies about giant spiders. Wild Wild West…

This would be when he heard a voice in his head.

"So, this is going to sound weird, but… hi."

It was a woman's voice. That was a good sign, right? Or maybe it meant he had mommy issues. Hard to tell. "Let me guess. You want me to burn something?"

The woman—or his own subconscious, or whatever—laughed. "Uh, no, think it's hot enough in here. Oh, you're thinking I'm like a leprechaun or something? No, no, here. I usually try to avoid this, but…"

Peter watched, about as confused as usual, as a pitcher of water picked itself up and poured a little of itself onto the sauna rocks in the middle of the room. The blast of steam outlined—a woman. Nice woman. Neat breasts. Bubble butt…

Peter slapped himself mentally. Good thing it wasn't a voice in his head, overhearing that. Geez, could you tell he was a bachelor now? "Sue? Sue Storm?"

And, realizing that it wasn't a voice in his head, Peter also realized that he was alone in a cramped steam room, with a girl, wearing nothing more than a towel. "Hey now!" he cried, quickly checking the knot at his waist.

"Ssh! Shh! It's okay! I'm just—I'm sitting down next to you now." Peter watched the moisture—do something—on the bench next to him. "Okay, alright, this is a little embarrassing. But I'm gonna tell you and you're gonna laugh."

"Oh, so it's funny-ha-ha and not funny-there's-an-invisible-woman-next-to-me?"

"Don't freak out!"

"You can't un-freak me out by just saying 'don't freak out'! If I step off a cliff, are you gonna tell me 'don't fall'?"

"Shut up and listen."

Peter took a deep breath. The cleansing aroma of the steam room—along with some of Sue's perfume. Oy vey and vey oy. "You're right, you're right. You've got some secret mission for me? Superhero team-up we need to get on? Tell me, I'm all ears."

"I had a fight with Reed."

Peter blinked. "Like… he turned evil and is building a death-ray and we need to punch him?"

"Oh, I wish. More like—moaned my mom's name in his sleep. While I was grinding on him."

"Grinding?" Peter repeated.

"You know, when you're sleeping together and you—well, not you, but the lady—rubs her booty into your groin."

"I wouldn't… precisely… know."

A brief pause. "Love 'em and leave 'em, huh? Good policy. But yeah, girls do that. On purpose."

"Why? That's… that's where we keep our penises."

"Yeah, and you get hard-ons and… it's reassuring, somehow. I don't know, maybe I'm just weird. I read it in Cosmo, God knows they'll publish anything up to and including how to summon Cthulu, but it's kinda my jam now. Anyway, I'm giving Reed the time of day, he's getting a boner—and when you're Mr. Fantastic, you can get a lot of a boner…"

"We sure I'm not going crazy? This feels like going crazy."

"—he starts in 'oh, Mrs. Storm!'"

"Maybe he was talking about you?"

"I'm Dr. Storm."

"Ah." Peter looked around. Sue was still invisible. "Can we bring this around to why I'm naked?"

"That sounds like a personal matter. But yeah, I needed someone to talk to. Ben is Reed's best friend, Johnny is my brother—but he's talked about you a lot, so I figured I could find you and bend your ear. I saw you web-swinging during lunch period, tried to say something, but… yeah, I'm awkward. Now I know why superheroes always fight each other when they first meet in the comics. A lot simpler than saying 'hey, superfriend, you don't know me, but wanna hear about my douche boyfriend?'"

"So you followed me to my school, watched me change clothes, then followed me into the boys' locker room and watched me disrobe again—"

"I covered my eyes with my hand."

"Oh."

"Of course, my hand was also invisible…"

"Goy!"

"You make a lot of noises. Anyone ever tell you that? More than a few…"

"You know my secret identity!"

"Sorry. But, hey, Johnny knows, and he's an idiot. You don't think I can keep a secret better than my idiot brother?"

And all of a sudden, Peter broke off with a cackle that echoed off the walls. "You know something? I used to have nightmares about some idiot with a cell phone taking a picture of me without a mask on and, like—Chow Yun-Fat showing up at my house with a gun in each hand to kill my aunt. You know? Now, Nick Fury knows, probably got some database with my superhero name right next to my shoe size—Black Cat saw my face. Don't know how good a look she got before she vomited. Yeah. Invisible Woman. Knows who I am. Why not?"

"That was, ah, a very healthy outlook for a statement preceded by a maniacal laugh."

Peter put his hands behind his back and leaned against the wall. "Yup. So, what'd you want to talk about?"

"Oh, let's not talk about me. Big sister syndrome. Just… what's up with you?"

"I'm naked and a strange woman wants to talk with me about being single."

"Oh, like you haven't written fanfic about that." After a moment, Peter heard a zipper working. "Tell you what. Since youre hung up on the nudity thing, I'll lose a few layers. Least I can do."

Peter watched as a jacket appeared in mid-air, like a magician's trick—was folded and hung up on the wall. Then, with a click of metal, a belt popped open and a pair of pants came down long, invisible legs.

Under the towel, Peter felt his webshooter give a twitch.

Regardless, he said "It loses some of the effect when you're invisible."

"Having a hard time turning it off," she confessed. "When I get really upset, it kinda… sticks. And, God… my mother… I'm wearing panties, by the way. Don't think I'm not."

"I wasn't—"

"Boy-cut panties. Case you were wondering."

"I was—not particularly?"

Little footprints appeared and dissipated on the moist floor. "So, what's this about a black cat seeing your face and throwing up? Did you have a zit or something?"

"Uh, the Black Cat. This thief-y vigilante person. Woman."

"Oh. It's like that."

"It was. It almost was. She was pretty into me up until she realized I couldn't buy beer."

"What? You'd think a criminal would have more appreciation for jailbait. Anyway, you pretty much talk in emoticons; what was she expecting, Cary Grant?"

"I don't know. All I know is that I'm out two girlfriends. Mary Jane—ex number one—she can't protect herself and I can't protect her and if I keep pulling her in… well, I don't have to tell you. How long would a normal person last if you put him up at the Baxter Building so you could have a cuddle buddy?"

"Yeah. Unless I get very open-minded, my little black book is Reed and Namor. They could have a dickhead-measuring contest."

"Well, look on the bright side. More of us every day. I bet the next version of the Ultimates will have an eligible bachelor."

"If I break up with Reed." Peter could see some of her face now. Somehow, her tears smeared on it. "Oh, shit, what am I gonna do?"

Peter reached out carefully. She didn't shy away, not even when his hand found her arm. He slid it over her bare skin, from one slim shoulder to the one, wrapping her up and drawing her close. Her warm weight settled against his side and he heard her sniffle.

"You know what I think?" he asked the empty air. "I think our lives suck. Everyone's life sucks, at least a little, somehow. And when your life sucks in a certain way, you figure out how to deal with that kind of sucking. And someone else whose life sucks in a different way, they have their own way of dealing with their sucking. And so, if their life sucks in some new way that's something like the way your life sucks, you can tell them how to deal. And they can tell you how to deal when your life sucks like theirs. And maybe if we all just stopped thinking how our lives are sucking and thought about how other people's lives suck—maybe we could all figure out what we're supposed to do with this huge, sucky world."

She shook against his body. Her skin was hot and damp and soft and smooth. All the more special because he couldn't see or much remember it.

One of her tears slipped to his skin. It was cold. A little icicle growing down to touch his body. "I can see why the Cat was so surprised. You have a very old soul, Peter. You seem like you have everything figured out."

And here he'd thought her brother was the funny one. "What gave me away? The blue and red underroos?"

Her voice dropped even softer and he felt her hand settle on his knee. "Don't be hard on yourself. You took out Kraven the Hunter in one punch."

He shook his head. "I have more than one friend who's become a supervillain."

"You're a good guy, Mr. Parker." An invisible hand caressed his cheek. It felt nice. Like a cool breeze. "You should have parades and clothing lines and girls throwing themselves at you."

Peter snorted. "I do have the girl-throwing. Catching them is the problem."

"Wanna hear something funny? When I went looking for you, it was to get revenge on Reed. I was gonna fuck your brains out. Isn't that funny?"

"Hysterical."

Then she was kissing him. Invisible lips pressed to his, invisible hands caressed his body. He closed his eyes to stop seeing his tongue in her transparent mouth. Made him feel like Miley Cyrus.

She stopped. He imagined her looking at him, thinking I kissed that guy? But then she was kissing his neck and, well, damn—how was he not supposed to get an erection then? Seemed so rude…

"Just so you know, I am way too wired to be neurotic right now." Three hours of sleep, getting his ass kicked by the Shocker, and an AP History pop quiz. "If you want neurotic, you're going to have to be neurotic for both of us."

A few strands of hair whipped into his face and he realized she was shaking her head emphatically. "I'm twenty-five years old and I have a degree in molecular biology. I'm doing a dissertation for my second PhD right now. I don't want quantum theory right now. I want…" He felt her legs settle over his lap, her body straddling his. Got her point across. "God. When Johnny kept calling you Spider, I thought you'd be some scarred-up badass. I had no idea you were so cute without the mask on."

"Sue…" Her name tasted weird on his tongue. Not Mary Jane. "We're in a school. Anyone could walk in…"

"I'm invisible, babe. If anyone does come in—well, high schools are prisons for teenage boys. You can't be the first guy who's jerked off in here."

He felt her pulling his towel away. Like the Coppertone baby. When his cock rose into open air, he expected to feel a wave of recrimination, some feeling of betrayal toward MJ. Nope. Just that whistling descent into fun he felt when he jumped off a building.

When she pulled away, he let out an offended "Hey!" before feeling abashed. Yeah. Second thoughts. Why not? He reached for the towel.

"Keep that thing out in the open," Sue hissed. "I want to see how you like the show."

"Show?"

The pitcher emptied itself onto the sauna rocks, filling the room with billowing steam. The cramped space became an infinite expanse of smoke, populated only by himself and the silhouette in the swirling mist. Although the steam made her barely visible, it also outlined her—every nook and cranny. He could see her crop top as she pulled it off and made it into a real object instead of an imprint. Without it, her breasts stood high and firm. Even her nipples were visible, already jutting out from nothing more than the effect of a few kisses.

Then, as the steam settled, she bent to pull down her panties.

"Goddamn, you're pretty," he said. Could only think to say. "You're really, really pretty."

"Thanks." She stood there, disappearing again as the steam faded. "Peter… Peter, I'm naked."

"Yeah." He felt foolish.

"I've never been naked with anyone but Reed. But I've been naked with him a lot, so… who gives a fuck?"

She moved on him so fast that the remaining steam swirled with her passage, slapping into him, pressing him against the wall as she kissed him hungrily. He felt his hands still a moment, but then felt her cool fingers on the back of his neck; squeezing his ass. He returned the favor, feeling out her taut body by touch alone. Hell of a physique for a molecular biologist.

He and Mary Jane had had plenty of make-out sessions, but something about their intimacy had always made him reluctant to go further, take the next step. She always seemed receptive, but he never wanted to tempt rejection. So he always ended up pulling away, reminding her how late it'd gotten, and she went away and he jerked off in the shower. With Sue he didn't feel any such compunction. He touched her all over, her welcoming warmth seeming to hover in mid-air.

She followed suit, her touch running shockingly, daringly across his body. She delighted in his slender musculature—lanky arms full of biceps, slim chest packed with muscle—the small but steel-hard quads of his legs were squeezed hard, but her fingers barely sunk into his firm flesh. She made a little sighing noise of approval. Peter guessed it was a change of pace from Reed. Emboldened by her lascivious response, Peter clapped his hands onto her ass with a minimum of force.

"Hey, if you're going to slap it, slap it."

"Sorry." He wasn't going to slap it. Instead, he ran his palms up her sides to her breasts. He felt her lean back to accommodate him, though she took his hands in hers and kissed each in turn before pressing them to her chest.

There, she was full and in motion, tits heaving under his touch. He squeezed them carefully, but with growing force after the first time she moaned decadently. Her ghostly fingers ran up and down his outstretched arms, once more enjoying the feel of his trim muscles. One more cooing endorsement and he couldn't take it anymore.

Peter jerked his legs up, tilting her toward him, used his hands to play her breasts together, and buried his face in the tender warmth of her cleavage. There, he licked and kissed until he'd caught a little stone of a nipple in his mouth. When he sucked on it, the air rang out with Sue's loudest enjoyment yet.

Still, even he was taken by surprise when he felt a cool fingernail running along his cock, followed by the delicate grip of her hand. It felt like there was electricity under the surface of his cock. Peter could've fainted. He thought it must be a mistake. She'd grabbed him accidentally. Then she pumped once, slowly, describing his penis to the very tip before sinking back down to fit snugly at the base, so his dick seemed to be straining to burst free of her hold on him.

His lips had gone slack on her nipple. He was manipulated, her other hand gripping his chin and raising his face for her to kiss him. It took him a moment to respond to the kiss, not having been able to see her approaching. Peter felt like he was moving in slow-motion. As they kissed, Peter felt something warm—not warm, but heated—heated and wet—press against his manhood.

"Johnny said it was big, buh-buh-but I had no idea…" Sue stammered.

Peter realized two things in rapid succession, like a burst from his spider-sense. First, Sue was rubbing him against the lips of her pussy. Preparing to take him inside. Second…

"Johnny Storm's seen my dick?"

"You're the one who wears skintight spandex while he fights Electra. Shut up. Let me feel that thing a little…"

For once in his life, he shut up, trying to focus on kissing her—not an unpleasant task. It wasn't quite as special as kissing MJ was—missing that little spike of longing that went into him when he did and made him feel like his heart would burst. But the very anonymity of it had its own appeal.

He just couldn't concentrate when she was working over his cock like she was… push-pulling his shaft, loosening her grip so she barely skimmed him for a little while, then almost throttling him with heavy drags down his stalk. And sometimes she would just press him against her cunt, let him feel that wonderful moistness, and those were the times he wasn't sure he could breathe.

He stopped kissing her, just groaning and grunting as she actually bit his cheek, grinding her teeth on his skin as she fondled him. His cock was so hard it hurt, straining at the wetness she rubbed against it like it could will itself inside her. He felt half-animal; his body had her scent and it was seething for her. A spurt of precum slipped down his cockhead, coating her pistoning hand with a filmy layer of ejaculate.

Her teeth left his face, a void in the air in front of him as she backed up to display her now slightly visible hand. Her thumb smeared his seed into her palm, then, bit by bit, it disappeared. Peter wondered if her invisibility was growing over it, then a thick swath disappeared right from the middle of her hand. He realized she was licking it away, and he actually moaned aloud.

"We're gonna have to wrap this up," she said breathily

"Already?" Peter cried, suddenly feeling like punching a hole in a wall. Several walls.

"Your dick, smart guy."

He felt her weight shift as she reached over and fiddled with her pants, opening up the pocket and drawing out what looked like a condom wrapper, though it wasn't foil-wrapped. More like a wafer. Her weight left him entirely and the wafer rose as she stood with it in her hands, then she cracked it in half. The wrapper instantly expanded from being opened, one half slipping off and leaving a rather normal-looking condom sticking out of the other half. Sue pulled it free as easy as drawing a latex glove out of a box, feeling it out with her fingers a moment to open it up.

"Ever put one of these on before?"

Peter tried to think of a way to say no that wouldn't reveal his inexperience or make him seem like the kind of guy who didn't wear condoms. He just shook his head.

"Some guys are touchy about it. I'll put it on for you. I'm not trying to embarrass you."

"Cool," he responded. "Very cool."

"What're friends for?"

The condom hovered down to his cock, the expanse of latex meeting his tip, and Peter gasped, his pelvis instinctively thrusting forward as Sue's lips captured his penis in one unflinching gulp.

"Jesus Christ!" he swore. "I thought you were using your hands!"

Her only response was slurp her way up to the head of his cock and then gulp her way back down. This time he actually felt her chin touch his tightening balls. Peter reached between his legs and felt her golden hair bobbing in time with the waves of pleasure running up his body. He ran his hands through her soft, silky mane as she bathed him with her mouth.

Sue must have seen he was on the verge of an early explosion, because she stopped, pulling away until he heard her gasp for air. She straightened the condom with her hands and peppered a series of taunting kisses up his rigid shaft, then he sensed her stand. He could almost see her before him—a wave of breaks in the air, like the heat above a fire.

"Have you ever fucked a woman before?

Somehow, that seemed a much less loaded question than 'have you ever been with a woman before?' or 'are you a virgin?' "No."

"So… you want to? I mean, we can just—" She giggled to herself, realizing how she sounded. "I believe the technical term is a blowjob," Sue continued in a nasally nerdy voice.

He shook his head. "I want this. I want you. I want to… make you feel good."

"Excellent," she said, and he could hear her smile. "You just stay there. I'll get on top of you."

"Little hard to work it the other way."

"True. And… tell me how it feels."

Then he felt the pressure of her on him—her hands steadying her on his chest, her leg thrown over his lap, then the touch of her sex against his cockhead. He exhaled softly; it felt like it had when she's been jacking him off, only all around him now, tighter, warmer. And with each slow inch, it felt like she was inhaling him. Breathing him into her body, gently, gently, easing him into being part of her.

"Peter…" she said quietly.

His hands were locked on the bench underneath him, splintering the wood with a force he didn't dare subject her to. "It feels good… my cock feels good. Keep going. Please keep going."

Her lips crashed against his and he responded instantaneously, kissing her, moaning into her mouth, his arms pulling to her lithe body to hold her tight with all his strength. She took more and more of him, until he felt the spread lips of her labia, wet against his pelvis.

"Sue!" Her name had become a mantra for him, a holy word. "Fuck, Sue…" He jerked his hips up, wanting to be even further inside her tight grip. She went along with it, pumping her hips atop his body, letting him make his way in and out of her greedy sex.

Her voice went ragged. "Put your hands on my tits again," she gasped from nowhere. "I want you squeezing my tits again."

Peter forced his fingers out of the rut they'd dug in the bench, wood chips falling from them, and latched onto Sue's breasts. He didn't even have to feel for them; she'd thrust them out like an offering. Once more he ran his hands over them, mapping their invisible contours again and again like they were too good to be true.

"Your nipples are so hard…" he said wonderingly.

"You made them that way," she replied teasingly. "Kissing me the way you did, acting like such a shy little virgin—I think you've given me a new fetish. Oh!" She cried out as he thrust up into her hard enough to lift her off her feet.

He husked like an animal, rammed himself deeper and deeper into her slick cunt. Her ass was slapping against his muscular thighs now, his cock throbbing inside her, a tattoo of ecstasy that pounded the blood in his ears and shook his heart in his chest.

"They're tingling right now. Kiss them. Kiss my nipples. They're right here…" Her voice was whisper-thin.

Operating only on some passionate instinct, Peter buried his face in Sue's cleavage. He wanted to be encased in her just as his cock was, burrowed into the core of her. He kissed as much of her ample breasts as he could, but it wasn't long before he could no longer resist fastening onto a stiff nipple and treating it with his teeth and tongue. Sue actually yelped, her hands clutching his scalp and the back of the neck, the contact now heated with sweat. Peter knew she wanted him staying right where it was.

"Oh, Peter, Peter, Peter! The other one! I don't want you to stop, but do the other one!"

He pulled himself away with a physical effort, stole a quick kiss from her lips, then unerringly found her other nipple and suckled at it. He felt it harden even more in his mouth, felt Sue vibrate with pleasure.

Sue's voice came torn and haltering. "Don't you love sucking on my tits, Peter? Don't you love how they taste—how they feel in your mouth?"

Peter wasn't aware of anything in the world except the all-encompassing feel of those succulent breasts, not until she pulled on his hair, jerking him free, and the question finally registered. "Yes! Yes!"

She kissed him desperately, and he felt her orgasm in the hunger she showed him.

"Finish me off, Peter. Fucking fuck me!"

He grabbed her ass with both hands, for the first time feeling the sweat trailing down her body, and not only held her, but forced her onto his frantic pumping. A wet noise came from her cunt as he thrust into it, over and over again, fucking up into her like a man possessed.

Sue lost all coherence, becoming a disembodied voice that rang in his ears, an encouragement that he couldn't discern from his own hysterical urges. "You're the best—fuck me—best I've ever had! Fuck me with that hard cock! Fucking Spider-Man! Fuck me as hard as you can!"

Pulling her flush to his body, he literally bounced her on his cock, her entire body flailing with his upward thrusts. Every thrust went in to the hilt and then came nearly all the way out. Sue struggled to keep up, matching him stroke for stroke, gyrating her ass, grinding her cunt against him, rubbing her tits on his chest desperate for relief.

"My cunt's on fire," she sobbed. "I'm so fucking hot!"

"I'm gonna come," he replied, a vestigial bit of responsibility moving him to warn her. "I'm gonna come inside you."

"Yes!" she screamed.

He couldn't hold back a second longer. His cock lurched inside her clenching tightness and he exploded deep inside her, feeling his cum fill her, wash back against his phallus. He saw it happen. His cock jumping inside her invisible cunt, then the blast of white that instantly splashed against her walls, flowing and swirling to paint all of her with his mark. He froze, unable to think beyond the fountaining erection protruding from his groin, though he was dimly aware of Sue cooing in enjoyment. It seemed like a gallon had shot out of him.

Peter slumped back against the glossy wall, Sue thrusting against him a few more times to empty him all the way, then he felt her get up off him. His seed ran down her firm thighs, off her calves. He'd been more backed up than he'd realized. Crimefighting must've been cutting into his masturbation time.

He felt her sit down beside him, stagger against his shoulder. Felt the comparative cool of the air on his limp cock, closed his eyes, and then felt her kiss his cheek. He gave a shy smile and didn't even worry too much about what he had to say next. "That looked a lot like the condom broke."

"Electrostatic condom. Lighter than air, autofit, and instead of catching the sperm, it neutralizes them via micro-electricity."

"So I was basically sticking my junk into a wall socket back there?"

"I invented it myself. You'll be fine." His spider-sense did a little thing, like a phone beeping when he needed to be recharged, and he looked over to see Sue was going visible. Finally, he saw all of her. Sleek, trim thighs and taut stomach and high-set breasts and hair the color of ripe wheat.

"You're beautiful," he said plainly.

"Thanks, I know," she said glibly, then she looked at him and gave him a blinding smile. "Thanks," she said, more sincerely. "You're pretty cute, by the way. That Black Kitty woman is an idiot."

"Black Cat…"

"So, anyway, Reed always said he thinks monogamy as an institution won't last another thirty years, so I'm gonna tell him I want an open relationship. And I think we'll be doing this again."

Peter's heart jumped. "Oh?"

"Unless there's some cute young mutant you wanna date?"

"No, no—" Peter forced himself to be cooler than he'd ever been in his life. "Friends with benefits sounds good. My Aunt May was so worried I was one of those with Gwen Stacy. One condition, though: you have to call it a booty call."

"You drive a hard bargain." Sue kissed his shoulder. "Oh, and I'm working on keeping two people invisible. So next time we meet, I'll probably be fucking you on the football field during cheerleader try-outs."

He stared at her.

"Oh, like men are the only ones with weird sex fantasies. At least I'm not asking you to paint yourself blue and talk about mutant supremacy." She shook her head. "In case you were wondering why I didn't look for a date on OKCupid…"

The Invisible Handjob

BY : Zev95

Category: Marvel Verse Comics Spiderman

Dragon prints: 42444

Disclaimer: I own neither Ultimate Spider-Man nor any of the franchise's characters. I make no money from publishing this.

Chapter List

1

2

3

"Mm, harder," Sue moaned.

"I am doing it harder," Peter replied. "Spider-strength, remember? Any harder than this and you'll probably end up in the hospital."

"I said, harder! And spray a little more on me, will ya? I love rubbing it into my skin."

Peter dutifully reached over and grabbed the suntan lotion. He was very careful not to drop it. He didn't want to go down a hundred and eighty meters to pick it up.

He and Sue were bare naked; not so unusual, given their friends with benefits arrangement. They were also suspended atop the George Washington Bridge on a web Peter had built between two towers. Sue had rendered both it and them invisible for some quality tanning.

"I still don't understand how we can get tans when we're invisible," Peter said, squirting another dab of SPF onto Sue's back and massaging it in.

Sue cooed once more in delight. "It's simple. My forcefields make it so light that's visible on the electromagnetic spectrum passes right through us, rendering us invisible to the naked eye, but other solar radiation still hits us, giving Peter Benjamin Parker a tan he really could use. Seeing as you do all your extracurricular activities in a burqa for dudes."

"Hey, they are referred to as footie pajamas, thank you very much." Peter still couldn't quite believe how he'd gotten used to being naked around Sue. Beautiful blonde older woman, regularly had sex with him, regularly made jokes about having sex with him, and yet his head hadn't exploded. Who would've guessed?

Her back finished, Sue let out one last sigh before relaxing into Peter's webbing. Peter stretched out beside her, remarkably unselfconscious about doing a full frontal in public. Maybe wearing skintight spandex for so long had just conditioned him for it.

"Hey, if you fall asleep, do your forcefields cut out?" he asked, a little neurotically.

"No. Not for a while, anyway. They're an autonomous process, like breathing. I just hold them in my mind as I fall asleep and they stay there. Once, I managed to fall asleep on a forcefield recliner. But if I get knocked unconscious, the trauma resets them."

"Sort of like waxy flexibility in catatonics? A psychomotor response?"

"Nah, I think—" Sue rolled onto her side. "I think my brain changed with the rest of me and now I'm able to multitask at a subconscious level. Reed can write on two papers at once, a pen in either hand, completely different things. Two trains of thought. God knows what Johnny or Ben could do if they applied themselves."

Because of them both being invisible, Peter could see her, just with a sort of glossy blue sheen. Sue saw things that way too, stating it was the brain's way of interpreting ultraviolet light and such. "That worry you?"

"Sometimes. Technically speaking I'm a mutant. If I have kids, they're not going to be normal."

"I thought the technical term for people like us was Mutate."

"There's not that much difference, is there? You can throw cars because a radioactive spider—"

"Genetically-engineered spider."

"Weird-ass spider bit you, Colossus can do it because one of his genes zigged instead of zagging. Thinking there's a difference just helps some people sleep at night. If you, me, and the Ultimates started talking about 'Mutate solidarity,' I guarantee you there'd be Sentinels with our names on 'em."

Peter reached over to touch her. His hand slid over her lotioned shoulder. "Thinking of joining the X-Men?"

"No. I think I can do more good for the world helping Reed come up with—whatever it is he comes up with. Not playing Woodstock politics."

"So what's bothering you? You're a little too self-assured to start regretting your life choices just cuz."

Sue leaned over and kissed him on the lips, her nipples rubbing against his bare chest as she embraced him. "Anyone ever tell you you'd make a great boyfriend, Peter? You have no idea what it's like to have someone actually talk to you when you're living with two idiot men and one genius idiot."

Peter's grin was wavy. "Well, it's balanced out by the guys with metal tentacles that try to kill everyone I love on a weekly basis. And I can't buy booze"

"I buy my own booze." Sue kissed him again. "You make me feel like a depraved old lady, you know. Corrupting the young and innocent. It's pretty great."

"Not bad on this end," Peter said, caressing Sue with a hint of a blush. "So, out with it. What's rotten in the state of the Baxter Building?"

"You've heard of Genosha?" Sue asked, her voice suddenly heavy.

"It's all tumblr can talk about these days," Peter confirmed. He kept an arm around Sue, but broke off the casual fondling to just stare up at the clouds. "Hunting mutants for sport—it's something out of a bad cash-in on The Hunger Games."

"Duly convicted mutants," Sue corrected him sardonically. "So the government can't say shit about it. It wasn't all that long ago that we were sending giant metal mutant hunters out there willy-nilly. In fact, my dad says there've been CIA black ops teams using Krakoa as a rendition site—anyway, it's one of those corners of the map we don't go to. Here there be monsters."

"So, what, you want to go over there and punch all the bad guys? After you bust all the homosexuals out of prison in Russia and empty the gulags in North Korea…"

"I know, I know." She kissed his chin lightly. "No Persons of Mass Destruction in international politics. That's the problem. The X-Men invaded their country, hit Krakoa, and freed public enemy number one over there. Genosha's pissed. And we happen to live on the same continent as who they're pissed at."

"Canada?"

"The US of A, Pete."

Peter's hand was flat on Sue's back. It wasn't sexual, just intimate. Should that worry him? "I always heard the X-Men were an international team. Hell, they're 'post-human,' whatever that means. Do they even believe in nation-states?"

"Genosha does. And they happen to know that the X-Men live in upstate New York, just like Claire Danes."

"Claire Danes lives in New York? Whoa."

"Hillsdale."

"Does that have any buildings for me to swing off of?"

Quite casually, Sue put a hand on his dick. "Shush. I'm too relaxed to get into bantering with you. Let me finish my story."

"Uh, yeah, okay."

She gave his cock a casual pump. "Where was I? Oh. Yeah, this is where I come in. The Baxter Building is a military foundation. We're supposed to build weapons, at least on company time. Usually, we come up with some bullshit about military applications like, oh, here's a super Band-Aid, you can use it on soldiers and orphans. But now they want stuff to deal with Genosha."

"Why? I'm betting it's not the first rinky-dink country to be pissed off at us."

"First rinky-dink country that's the country club for mutant haters. People ship their mutants to them, Peter. And they run experiments. Reverse-engineering mutant powers. They've come up with biotech that's—it's bad stuff. I had a briefing on it a week ago and I still have nightmares. Arrrgh," she growled in frustration. "I don't want to think about it anymore. I don't want to go over the same fucking arguments—Reed wanting to stick his head in the sand, Ben and Johnny wanting to come up with some Death Star to blast those racists back to the Stone Age. I just want to have a scandalous love affair with an underage superhero. Fucking kiss me, Spider-Man."

Peter was quick to kiss her. He wasn't in the dark about how their relationship worked. If it got out that the leading lady of the Fantastic Four was fucking a high school nerd, it would crowd out World War III from the headlines. And that was an appeal in itself. There was a certain amount of self-destructive tendencies that went with putting on a costume and tell the world's plethora of monsters 'have a go if you're hard enough.'

Plus, the fact that he was an all-A student and Reed Richards was Reed Richards meant that Sue, at the very least, had a type. And she, for her part, reminded him more than a little of Gwen Stacy. This didn't hit anywhere near as close to home as Mary Jane had. And that was the point. It was safe, almost anonymous, and had nothing to do with either of their worlds. They slipped out of their lives and vacationed in each other.

It was a release valve for both of them.

For a long time they kissed. Peter didn't feel much of a need to be inside Sue—not that desperate, electric lust he'd had with Black Cat or MJ or Emma Stone that one time he'd invaded the set of his own movie (jerks had BSed the whole story anyway). He liked the slow heat of their make-out sessions, the coy way Sue jerked him off, the almost lazy attention he paid her breasts.

They ended up with Peter's head between her tits, just breathing in the cocoa butter smell of the suntan lotion as she jacked him in low, gulping motions.

"Okay," Sue said in a bright, somewhat breathless voice. "I'm going to show you how to get a woman off."

He ran his cheek over the slope of her breast. God, he loved doing that. "I think I know that part."

"Uh, no. Sorry. You don't."

He frowned at her.

"Hey, no offense. The guys I dated when I was seventeen knew even less about the female orgasm. At least you give a shit. So, c'mon; it's not that hard."

"Okay." He pulled his face out of her cleavage to bow to her. "Sensei."

"I said it wasn't that hard. You've done it a couple times before." She grinned wickedly. "By accident."

"How would you like me to web 'The Fantastic Four suck' onto the side of the Chrysler Building?"

"You'd think a guy that named himself after a bug would have less of an ego. Here." She took his hand, brought it to her lips, and licked his first two fingers into wetness. "Just so you know, Peter: lube. It's not just for perverts."

"I told you I'd get some."

"You missed out on anal the last time. Needed to go to the store—"

"The Shocker was menacing the city!"

"Ooh, the Shocker!" Sue vibrated in mock-fear. "Okay now. Your fingers are pretty wet. It should be fine; it's not like we'll be fisting or anything. Now, you have got foreplay down pretty well…"

Peter huffed a laugh. "Darn tootin'."

"…so you can guess what comes next."

Peter ran his hand down Sue's body, pushed along by her grip on his wrist. He was more used to the feel of her than the sight. More than once he'd woken up to find her invisible in his bed, kissing him, fitting him with a condom, pulling him inside her. Once, he'd kissed her cheek to find salty tears on it and wondered what sadness she was fleeing from to be with him.

Sue gasped as he penetrated her; just one finger, as much as she insisted she could take two right off. He always liked to go slow, make sure. After a few seconds, he added his middle finger and it slid right in.

"Now don't," she instructed, "go in and out. I want you to go up and down, and I want to see how hard you can go."

Peter bit his lip as he followed her orders—jiggling his fingers experimentally. Softly, softly, but Sue still winced in discomfort. No; that wasn't what the look on her face was.

"I know it's not quite as visceral was grabbing a dick." Sue demonstrated with a quick pump on his cock, which sent a full tremor through Peter's body. "But it feels good. And there's a little spot near the top. Can you feel it?"

Peter thought he did—a little patch that wasn't of the same slick texture as the rest of her. "Yeah. I think so." He prodded it with his fingers and Sue moaned a little.

"Yeah, that's it. Go a little faster now…"

Peter captured her lips once more, kissing her even as she gasped with the pleasure of his efforts. It was amazing—like he could taste her pleasure. He sped his fingers up, trying to flick that spot inside her with each pass, and Sue's thighs just fell open as she moaned into his mouth. Loud, now. Really loud.

"You ever feel exposed, Peter?" she asked breathlessly, panting as he kissed her throat. "Not in a bad way, not in an embarrassing way, but like you've taken off all your grimy, disgusting clothes at the end of the day—and the cool air hits you—and you just feel free…"

He could feel her throbbing around his fingers, then a little shock run up his hand as her hips jerked. Rough, uncoordinated movements. Like she was trying to follow a rhythm his fingers set. Hesitantly, he added his ring finger.

Her hips lifted off the web, the smell of her sweat overwhelming the artificiality of the tanning lotion. It was everywhere—another sheen added to the effect of the invisibility, making her slightly unreal even as her body seemed incredibly tangible. Sweat and sex and rushing blood that he could feel rippling into his body like sympathetic vibrations.

He licked the side of her neck, tasting her sweat, and she sobbed in pleasure. "Your other hand! Jesus! Other hand!"

He gave it to her. She took it and slapped it against her clit. Showed him without words how to rub, how to touch—their fingers linking, slipping through each other and over her sex. "Not always—" she gasped out, her pedantic voice completely distracted. "But it's like—the second course—of a meal. Once they think you don't know how to, that's when you show them…"

She was wet all over, sweaty on her skin, gushing in her cunt. Only her lips were dry, wiped clean by her panting breath. Peter kissed them, feeling the moan that Sue wouldn't let out. It was shaking her throat but couldn't get loose…

Her clit was high and alive under his fingers, pulling his touch to it again and again. It and the spot inside her. Peter sensed it would be bad to overuse them, something like handling his cock after he'd come, but when she was on the cusp—when she needed it—

For a moment he could hear a wetly sucking noise at his fingers, feel her hips vibrate at a fever pitch, a sucking sensation on the tips of his fingers like her very body was hungry for him. Then she screamed, the sound real and the noise of traffic, the drifting voices, the soundtrack of the city, all false.

Even when he'd taken his hands away, her hips kept stirring, doing a little dance apart from her body. "You ever feel the inside of your cunt?" Sue asked, then giggled at how rhetorical a question it was. "Right after, I can still feel my sex squeezing on what used to be there—this clenching. It's so delicious. Fuck, get inside me. That's enough fingering for one day."

Peter was still stunned by how wet his hands were—he'd had no idea Sue'd had all that in her—but at Sue's invitation, he became painfully aware of how hard he was. As detached as his mind seemed from his body at times, it just took one word from Sue and he plummeted back into biology, caveman nature wanting to be inside the pretty girl and finally having permission.

But before he could move, Sue was on top of him. Peter couldn't care; not when her sex was sinking onto his cock. "I've tanned my front enough," Sue explained. "Time for a flip.."

13 Sue Storm cheatings 2

Silver Sable awoke from her long slumber. She'd been up all night, from 6 PM to the crack of dawn, hunting Spider-Man for the CEO of Roxxon. The bungled capture of the Thompson boy pointed strongly to the real Spider-Man being a high school student, which meant he'd be inactive during school hours, then a possibility for appearances from evening until 3 AM, when he could sleep enough to be ready for school the next morning. Of course, that was weekdays. On a Saturday, he might be in costume at any time.

Still, Sable had assumed he would want to sleep in, and after last night's no-show, had herself slept through morning and noon so she'd be ready to tango with him in the dark. In another hour, her team would be prepped and ready; she always woke up first. For now, she checked her e-mail.

Nothing new, except for some posts on the Shadownet suggesting that Genosha had gone from snuff films to pornography. Usually a step up in the world, but not when the participants were captured mutants. Still, as an international mercenary not rich enough to afford scruples, she might need to work with them someday. She would need to know what they were capable of. Sable clicked the link.Felicia Hardy divested herself of her catsuit an inch from the shower. A second later she was under its spray. Even with the absurd amount of cleavage she exposed, nothing made her sweat like full-body leather. Well, almost nothing. Spider-Man had gotten a good rise out of her, before he turned out to be less Spider-Man and more—Spider-Baby.

Still, it'd been a long time since she'd had a good fuck. She'd picked up enough men in college to know that in most one-night stands, she might as well be role-playing their sock for all the care they put into pleasuring her. And pursuing a vendetta against the Kingpin did not leave much time for a social life. Maybe she should've been put more thought into robbing the cradle. The Spider did look cute—what little she'd seen of him before she'd… vomited. On his groin.

Enough thinking. This always came of taking showers. Turning off the cold water, Felicia stepped out to similarly stop the steaming-hot bath she'd drawn before it overflowed. She added some perfume for that touch of perfection. The chemicals gave the water the distinctive look of a bubble bath, but when she got out, she'd smell of honeysuckle.

The warm water did its work, soothing her aching muscles and removing what grime her brief shower hadn't. It even made her feel a little frisky. She wondered when Spider-Kid would hit his eighteenth. He wouldn't hold a little bile against her, would he? He was a guy, and she was a D-cup.

Reaching for her laptop, Felicia balanced it on the windowsill beside the tub. Had to be some decent porn somewhere—she followed enough tumblrs. But scrolling around, she found nothing but guys with their penises hanging out, like that was the least bit attractive. God, why didn't anyone write good, smutty Buffy fanfic anymore? She'd settle for Angel.

After a few page-downs, she got something. A sponsored post, annoying enough, but this one was bought and paid for by the Genoshan government. And the gif looked a lot like Wolverine and that firecrotch from the X-Men, not being particularly platonic. And it was tagged NSFW.

She clicked the link.Elektra steeled herself for battle. She'd already exercised, went through a dozen katas, and meditated for two hours. The Kingpin had grown tired of the possibility that Spider-Man would interfere once more with his operations. When night came, she would hunt him down and eliminate him.

But not yet. Not outside the cover of darkness. She was as prepared as she could be. Now she simply had to wait.

A laptop wasn't as satisfying as having a sparring partner, but it would do. She checked her Twitter: a false name she used only to receive coded messages and keep tabs on Matt. There was nothing unusual. Just a trending hashtag about #XXXmen.

She clicked the link.Jean shoved Peter down onto the room's only furniture, a chrome examination table, though Logan's body resisted enough for him to end up seated rather than prone. Jean turned her efforts into a dance—moving her hands up and down her body, swaying her hips to the pulse of the psychosphere. As discombobulated as he was, Peter watched—his expression turning Logan's eyes big and round.

Would you mind telling me why I'm not serving detention in Queens? he asked mentally, even as he tried not to goggle at her.

A lot of people wouldn't question that. Jean's slender legs turned serpentine as she turned to show off her ass, bunching it and relaxing it inside her skintight leather trousers.

Peter couldn't help but watch, despite the myriad questions screaming for answers. Jean didn't dance like the girls at school, loose and fun-loving. She had a natural sense of rhythm that was effectively sensuous, making her motions more like fucking than dancing. Her hips swayed, her shoulders twisted, her tits jutted out from her offered chest, all calling to him.

I am not going to be distracted by boobies for more than another five minutes, Peter swore.

Alright, here's the deal. Jean took hold of her top's zipper, hidden behind the X of her chestpiece, and drew it down her slender torso. She opened it right down to the waist, leaving it obvious that she was naked underneath. The creamy valley between her breasts was on full display and her tits were ready to follow them into open air. A light shrug would be all it took to shift a nipple out from under the hanging halves of her top.

We're on Krakoa, a prison island for mutants. The dictatorship of Genosha imprisons its mutants here, where they're hunted, killed, for sport. They broadcast it on the internet. Last month, we tried to stop them. We destroyed the studio and freed their current reality TV star. But they rebuilt it and sent a strike force onto American soil to capture us and bring us here for their sick version of justice.

Peter knew most of that already, but he didn't interrupt. He was waiting for that light shrug. Okay. Got it. Why the H-E-double-hockey-sticks am I here, though?

Jean undid her yellow belt and slipped off her trousers. Her hips writhed inside the pair of white panties that were now their only covering. They were very tight white panties. When she twirled around to show off her ass, Peter could see the lower halves of her asscheeks, the tanned flesh in artistic contrast to the pale satin of her undergarments. Both clad and unclad flesh swelled into a curve of mouth-watering shapeliness.

God, I love watching that cock get hard inside your pants, knowing how much you want it inside me—

EXCUSE ME?

Sorry, sorry, didn't mean to send that. It's the inhibitor collar messing me up. If I could only take it off, we'd already have finished this conversation. Of course, if it were off, I could burn every son of a bitch in this compound into very remorseful ashes.

Disconcertingly, Jean stared at his bulging cock as she 'spoke.' She licked her fingers, each hand in turn with long strokes of her tongue, then rubbed at her breasts, her nipples, making them hard before she pulled at them painfully hard. A moan ran from her full, wet lips.

I was going to do this with Wolverine—

Yeah, I saw that part.

You were watching this? Pervert.

A guy I know had it on. And you're the one going Showgirls on an underage kid.

Under—how old are you?

Seventeen.

Eh, close enough.

Post-human ethics?

Horny ethics. What, you want to go back to your body before the fun begins?

If that means before Wolverine uses my body to roll around in trash or whatever he does, yes, please.

Okay, that's a problem. Hold on.

Another moan slowly being born from Jean's straining throat, she ran her hands steadily down her belly, her panting increasing the further she lowered them. She moved them to the crotch of her panties, her hips revolving slowly as her palms covered the slight bulge of her womanhood, whispering sighs wracking her body as she enjoyed herself.

If you know Logan, you know how he can get. He was acting like a complete jackass, so I just lashed out and… sent him somewhere. I don't know how I did it; there's this Phoenix thing. It's complicated. I didn't mean for this to happen, but I suppose I switched your consciousness and I don't exactly know how to undo it.

"What?" Peter shrilly cried, the sound covered by the snikt of his claws breaking through skin. "AWWWW! Geez!" he swore as the adamantium retracted.

Yeah, don't do that.

Good advice! Thanks!

Look, once we get out of here, I'll put you back in your body. And Logan's a good guy. He won't get you in too much trouble. Besides, I think it's safe to say I'm making it worth your while.

Right through the jeans and untucked shirt that might as well have been Wolverine's uniform, Jean could see Peter's—Logan's—throbbing cock. She could make out the straining hardness of the dickhead and the length of the shaft. She took her hands away from her groin, revealing the moisture that had molded her panties to the lips of her labia.

Do you want to touch me? Jean sent, widening the set of her legs and jutting her crotch toward Peter in open invitation. Because playing along with these sick fucks is our only chance of escape, so I really need you to touch me. I will do whatever you need, just touch me. Fuck me.

Cripes-on-a-stick, you're lucky I don't have a girlfriend. This crap would give me a complex.

Yes, I'm the lucky one. She could see his right hand starting for his cock unconsciously. Grabbing it, she instead brought it to her sex. Under her panties. They both gasped. Jean knew what he needed, because she was feeling what he felt: Need. Desperate, insatiable need.

Peter stood suddenly, a look in his eyes that reminded her of Logan, and he pulled her top open as far as it would go. Her breasts spilled out like a dam had burst. He didn't waste time staring at them. He shoved his face into their warmth, kissing and licking the sweaty flesh, feeling its creamy contours, its heat as her cleavage closed about his face.

His cock was so hard in his too-tight pants that it seemed doubled over. Jean pulled at his fly, trying to get it loose, but he couldn't pay attention to that, not when he had one of her nipples in his mouth and was eagerly winding his tongue around it in wet swirls.

"Oh God! Foreplay!" Jean moaned throatily. Please. Keep going. Haven't had it since Scott…

Peter tried to get as much of her tit into his mouth as he could, like he was hungry for it. Her nipple swelled in his mouth, making it easier to suck. He kept pulling to her, backing her against the wall and finding her long legs wrapped around his waist. He held her up as he tasted her other nipple. Over his head, Jean's eyes smoldered without focus.

She fumbled at his jeans another long second, fingers shaking until she pulled the fly as wide as she could. No underwear. Typical Logan. But at least it meant his cock burst right out, as hard as could be, the head gleamingly wet with precum. It was Logan—his gruff voice, his rugged body, his hard cock—but a Logan that didn't make her feel like she'd set feminism back fifty years by sleeping with him.

Dreams did come true.

Jean closed her fist around Logan's cock, squeezing to find it was just as hard as it looked. She wondered if they had put adamantium there too. Just lie back and think of England. I'll take care of everything.

I may know a thing or two myself.

Oh yeah, public school? Show me.

And, enthusiastically, he did.Mary Jane excused herself quickly from the classroom. Peter was making some weird sounds behind her and she had no desire to be there when Kong got a hard-on. Technically, Mr. Gruber was supposed to approve bathroom trips and only for five minutes, but really, he just hung out the two hall passes and let them take 'em when they needed to. Wandering the halls was obviously right out, for fear another teacher would catch them and the sweet gig of unmonitored detention was discovered. Plus, you should bring the pass back just in case another student really did want to do to the bathroom.

But MJ had it on good authority from Gwen that quite a few students had taken jay breaks, even had quickies, all thanks to Gruber's hall-pass system. She wasn't planning on anything as naughty as that. She just needed to go to the bathroom.

Thank God it was empty.

Once she was safe in the handicapped stall, she dug out her iPhone and went to the URL Flash had used. In moments, she was seeing the same feed they were watching back in detention. Thankfully there wasn't a paygate. Once it was streaming, she propped her smartphone up on the toilet paper dispenser, then used both hands to remove her jeans and panties, dropping them to the linoleum floor. Thank God she didn't have to do this in the boys' bathroom—she wouldn't pick something off that floor if it was the Holy Grail.

No more thinking. She leaned back on the toilet, thanking Christ that it was actually a full seat, not just that weird donut thing, and set about releasing the tension that had built up for the past hour. No, all day. No, in the weeks since she'd broken up with Peter. She'd had no idea how much she would miss those make-out sessions with him.

Dipping her hand under her shirt, which she let hang down over her thighs in a pretense of modesty, she touched the wetness that's started gathering with Wolverine and Marvel Girl's first kiss. God, that'd been a good kiss. Just like Peter had used to do it.

As she circled her clit in long spirals, an exhale purged her chest from the very bottom of her lungs all up. She'd really needed this. Enough to masturbate in school even, which she'd promised never to do after that time Gwen had almost walked in on her in the girls' locker room. Maybe it was gross, she didn't know. All she knew was that Jean Grey's fist was wrapped tight around Wolverine's cock and pressing down hard, drawing a moan of rapture even from the toughest-looking guy she'd ever seen.

"Good God, it's hard," Jean gasped on the screen, almost in surprise. Maybe Wolverine usually needed mood music and stuff to get it up. Maybe he was so hard because he was turned on being watched. Jean knew she was turned on watching them. God, she was such a weirdo. No wonder she'd dated a guy who was part-spider for most of the year.

Wolverine was sitting on the metal table like a little kid, his cock incongruously sprouting from his undone trousers. As Mary Jane entered herself with two fingers, Wolverine spread his knees wide and nearly edged off the table. Now Jean could get right between his legs to tug on him, see him drip, which MJ could barely make out.

Mary Jane could sympathize with Marvel Girl. Redhaired, a little aloof, but sweet six days a week. She could picture herself acting the same way if she had to make a porno—dancing, teasing, making a game of it. Showing that she was her own woman, and the audience was just renting her body for a while, not owning it.

So she was shocked at how hungry Jean seemed now that Wolverine was acting so submissive to her. Jean's tongue was flicking at it like someone licking their lips before a hot meal, staring at the cock just a few inches from her face. Its cockhead bulged hugely in her grip. She was no prude, like Mary Jane had been accused of. Not with Wolverine.

Mary Jane had watched with almost clinical interest when they'd started in detention, stripping each other of both clothes and inhibitions. She'd been astonished by Jean's beautiful nakedness. And Wolverine seemed equally impressed, telling her how beautiful he was in soft words that purred with his gruff voice. Yet he sounded like he meant every word. That, more than anything, had gotten to her.

It reminded her of Peter. Whatever skill he lacked in their love life, he'd had a way about him. He'd always made her feel special. And MJ didn't know what was making her so turned on, memories of Peter or just the sex show before her, but now that she was alone, she didn't try to figure it out. She just picked up her pace.

So did Jean. "Hell… Wolverine… you are hard. Goddamn hard…"

Wolverine gasped, perspiration clouding his forehead. "Be careful, huh?"

"Why?" Jean insisted, her fist pumping a little faster. It was still going slow, all things considered, but more than fast enough for her purposes. If Mary Jane were doing Peter that hard, he'd have come already.

"I don't want to—" Wolverine groaned. "I'm gonna!"

Her fingers seemingly white-knuckled, Jean shoved her fist down to the base of Wolverine's cock. He grunted in dismay as a thick swath of cum emerged like a breaking wave, most of it dropping between them but some splashing on Jean's chin. She went fast, her fist racing up and down Wolverine like she wanted him going off. Softly cried out with the power of her influence over him as he splatted his own pantlegs.

"You came a lot," Jean said, somewhat unnecessarily. She grinned with pride, not surprise, at how much cum had erupted from Wolverine's hairy balls.

Mary Jane could only imagine how that cock was throbbing inside her tight fist. But Jean wasn't satisfied. She clung tight to his cock and Mary Jane thought maybe she wanted to kiss it, but she didn't. Just licked her lips, even though there was no way she could taste anything.

Wolverine seemed almost embarrassed; it was Jean who was the confident one as she stood up, relaxing her grip on his cock but still holding it, still looking at it. "Youre still hard," she whispered so low that the recorder could barely pick it up. Then something that Mary Jane actually couldn't make out—something like "gives us more time." Whatever. MJ didn't care. What mattered was that they didn't stop. So Mary Jane didn't have to stop.

As Mary Jane felt a strong pull at the tip-top of her sex, Jean ripped open Wolverine's wifebeater. His chest was caveman hairy and Jean buried her face in it, kissing wantonly, even sucking on his nipples before disappearing down his belly. For a moment, the saliva from her efforts gleamed brightly in the open air. Then the feed switched to another view. It was just what MJ had hoped for.

Marvel Girl was sucking Wolverine off.

That was enough for Mary Jane. The obscenity of it, the almost absurd dirtiness she felt seeing it, had her right on the brink of orgasm. She was just about to let it have her when she heard the door to the bathroom swing open.

"Hey, MJ?" Gwen called. "You in here?""Hey Flash, isn't it kind of gay to be watching porn with no chicks around?"

"Shut the fuck up, Kong."Mary Jane crouched atop the toilet, thighs almost together except for her forearm between them, fingers furiously working in her wet cunt. With great difficulty, she kept herself from moaning; the only sound was the brief patter of her juices as a few drops rained on the surface of the toilet seat. She couldn't let Gwen see her. But she also couldn't stop. She'd barely been able to pause long enough to mute her iPhone and hide her clothes on top of the grab bar. Now she shuddered, imagining the taste of a man's cock in her mouth.

"MJ?" Gwen called, her voice echoing as she looked under the sinks.

Mary Jane had never given a blowjob in her life. Peter hadn't even asked. But now the thought sent tingles across her body; especially in her lips. To own a man's cock with her mouth—to feel it twitch against her tongue as she licked it, the way Wolverine's was doing while Jean stroked it with her tongue. The soft skin getting harder and harder as she, like Jean, sucked—harder and harder. Her cheeks going hollow like Jean's, knowing how much he was enjoying her from the way his hardness pressed against her lips.

Gwen's voice accompanied a creak as she opened the stall nearest the door. "Mary Jane, come on, Gruber's going to notice you're gone." Luckily, there were ten stalls and MJ's was on the other side of the room. She just had to finish before Gwen reached her. She just to keep thinking of having a cock to fondle with her lips, caress with her tongue—even stuff down her throat.

"Is this a Peter thing? If you're having a good cry, just tell me—"

First the big purple head would disappear between her lips, and she'd be wearing some really awesome lipstick on 'em. Then she would tease the sensitive tip with her wet tongue—maybe even use that tongue piercing she'd always wanted to get. She'd swirl his cockhead in her mouth, torment it until he was just about to come before taking another inch of his cock. And another, and another. Just like Jean was doing.

"MJ, I am five seconds away from assuming I'm in a horror movie and running off to find a cop. I know what happens to people who aren't virgins in these things!"

Once he'd hit the back of her throat, she'd turn her lips into a tight little O. Then she'd really suck. Shame she couldn't see whether Jean was using her tongue at the same time or just letting his tip rest on it, because both had sounded so good when Cosmo talked about it. But at the end, she'd use her teeth.

After suffering through braces for three years, she'd drag her straight-ass teeth up and down Peter's shaft, pushing his endurance to the limit before she soothed the slight hurt with her lips. She'd even lap at his balls with her tongue. Letting him know she loved the taste of his—

Had she locked the door to the stall? Because Gwen was standing in it. Gwen was standing there and she was touching her cunt and—now Gwen was taking out her phone. Sending a text message. "I'll just tell them you're on your period. And need to do—period stuff."

"Thank you," Mary Jane whispered. And squeezed her legs together. For some reason, her fingers had started to feel a whole lot better in her cunt. And Gwen wasn't leaving.

"You're watching it?" Gwen asked, though it wasn't really a question.

Mary Jane nodded. Her fingers went a little faster.

Gwen saw the cell phone. "Can you unmute it?"

Moving her free hand slowly, hesitantly, MJ hit the slashed megaphone icon on her phone. The sound came back. Wet. Slurping. Ghastly. Obscene.

Gwen leaned against the wall beside MJ and reached up her skirt, thinking how glad she was that she hadn't worn panties.Gwen and MJ watched breathlessly as Jean spun Wolverine around on the table, forcing him onto his back as she mounted him like he was a saddle. But the wrong way around. Mary Jane didn't understand; Gwen thought reverse cowgirl. That wasn't it. Jean got on all fours over Wolverine, backwards, her cunt over his face and her face at his cock. Gwen and MJ thought sixty-nine so close together that if they'd spoken, their words would've overlapped like twins in a movie.

Jean's snow-white ass jutted up into the air, her panties baggy now that they'd been partially pulled away for Wolverine to get at her cunt. Now he craned his neck, trying to get back at her pussy before she lowered her hips against and let him lick her. Even with her lips ovalled on his cock, there was a wildly excited expression on Jean's face that only made her seem more beautiful.

Mary Jane still felt a certain kinship with the redhead. She almost wished she was in the same position. Having a man who was caring enough not to miss a single inch of her box while he ate her out, but with enough cock to tickle the back of her throat. What would it be like to be in Jean's place: red hair tickling his balls as she sucked him off, his tongue struggling to get as far as it could into her cunt.

It was all she could think about until she heard the soft moan from Gwen. She turned to look at her and that changed everything.

They stared into each other's eyes, though their gaze also darted to what each girl was doing between her legs. Being watched quickened their fingers; seeing another girl touch herself pushed them closer to completion. They weren't masturbating anymore. They were masturbating together. They even shared a moan, Mary Jane's hips rising, Gwen's hips lowering, their self-pleasure in elegant counterpoise to each other.

"What are you thinking about?" Gwen gasped.

Mary Jane's voice cracked, her eyes drooped. She couldn't believe Gwen had asked her that. She couldn't believe she was answering. "A big, hard cock in my mouth. Tongue wiggling around in my pussy. If I wiggled my ass a little—oh!—it'd feel even better, wouldn't it? I'm wet. I'm wet just thinking about it. He'd be cleaning me up with his tongue…"

"What if he did more?" Gwen asked, her own voice rushing, seething. "Reamed my ass out with his tongue…" Gwen sighed, long and deep, at the thought of it. "Fuck! Are you touching your clit?"

"Yes!" It sent electric shocks through her body. It made her back arch, her heart race. She could barely hold in the gasps that shot from her diddling like sparks from an arc welder. "And when he came in my mouth—mmm!" Mary Jane bobbed in place like she was listening to a song. "I'd swallow all of it. I'd take him all the way down my throat. I'd be the best he ever had!"

Gwen's eyes were tightly shut as she fingered herself, her lips panting open. She gritted her teeth as her eyes fluttered open, staring at MJ through the beads of sweat falling from her forehead. "Mary Jane…" She pulled her skirt up.

Mary Jane could see her cunt spreading open to let her fingers in, see the three digits going in and out, see the gleaming juices that covered them. It was the hottest thing she'd ever seen. So hot that it took her a minute to realize she was using three fingers herself. Doing exactly what Gwen was doing.

"Do you like it?" MJ asked, her voice desperate. Needing. "Do you like watching me play with myself? You like watching me fuck myself?"

Gwen shivered, her fingers knuckle deep in her sex just like MJ. "Yes! Oh, yes!"

"Then fuck yourself! Watch me and fuck yourself! Harder! Harder! Put in another finger—put it in like it's me fucking you!"

After that was said, there wasn't much else to do but come. Both of them huffed and puffed and fucked, watching the other one huffing and puffing and fucking. All Mary Jane could think about was whether the muscles inside Gwen were clenching Gwen's fingers as hard as hers were. The intensity of their masturbation became almost painful, but neither relented. They had to share the orgasm just as they'd shared everything else.

Slowly, sound fell away: the wet sucking noise her fingers made in her cunt, the grunts and groans from Gwen as she rode her hand, even the spellbinding audio from the smartphone. All Mary Jane came to hear was her own heart, pounding in her ears like it was trying to tell her something. Then she heard Gwen say her name again.

In the end, the iPhone was forgotten. Mary Jane was jackhammering herself to ecstasy. With her teeth clenched as tightly as they were, it seemed like a miracle she got her mouth open wide enough to scream, but there had to be something to drown out Gwen's blissful wail.

The climax she screamed out was shockingly strong, like she'd meant to light a match but accidentally dropped it in an oil drum. She felt it not just in her cunt, but all through her body. She thought she felt it in Gwen's body too.

"I'm coming," Gwen said quietly, as if she couldn't quite belief it. "I'm coming…"

They collapsed together, Gwen falling upon MJ who held her up as they both writhed, panted, sweated. It was all Mary Jane could do to keep hold of Gwen until the blonde was straddling her lap, her sex kissing MJ's.

For a second it was like they only had one body between them. Mary Jane could not tell where Gwen's cunt ended and hers began, where her pleasure ended and Gwen's began. They let out two halves of a pagan moan and it joined between them. Even when the orgasm had ended, the aftershocks were just as good, drowning them in fresh waves of pleasure as they rolled their hips together like they were doing a dance.

"I can still feel it," Gwen moaned.

"Me too," MJ moaned back.

They kissed as much as they could while they collected their breaths, chests rising and falling and brushing together with little flares of pleasure every now and then. Mary Jane raised her hand, revealing to both of them how wet it was. Gwen began to kiss it. MJ hurriedly grabbed Gwen's hand and licked the other woman's juices off it.

"Peter broke up with you?" Gwen asked, after an interval so long MJ thought she had just regained the ability to speak.

"Yeah."

"Fucking idiot."From where he was sitting, Logan could see the friends of whatever limpdick he'd been shanghaied into gathered 'round one of those new doohickeys that let you look like a douchebag on the go. He recognized his body and Red, starting it up. So Jean'd decided she wanted to take the car for a ride after all, just not with him in the driver's seat. Fine. Fuck her. Whoever he'd leapt into, kid had one hell of a galpal.

Sue's been rubbing his thighs, kissing on his knees, college girl crap like that, but he'd let her do her boy-foreplay. Didn't want to screw things up too bad for the nerd when he got his body back.

Finally, she unzipped him, turning his dick invisible so the rest of the class didn't riot. He wouldn't have known she was there, except he felt her hot breath on his cock, her wet lips parting to let his crown inside—then Logan jerked violently, feeling his balls crumple with the weight of a sudden ejaculation.

Despite himself, he felt a conjoined sense of frustration and relief mingling with shame as he humped in his seat, letting off another shot of jism. Sue had pulled away from the initial cumshot, and now his blast sprayed thickly onto her face.

Logan shook like a puppet with broken strings as another load fired from his cockhead, and another, and another. With a groan, a last shot hosed into her bangs, matting them to her forehead.

Sue stared at him, the invisible contours of her face revealed by the cum that covered her up like a beauty mask. "You know, usually that takes you a while longer. A lot longer."

"Happens to a lot of guys," Logan sneered. "Relax, toots. More where that came from."

Taking a firm grip on his dripping prick, Logan began to beat his tool savagely. With a pretty blonde sweetmeat looking up at him expectantly, he expected it to go right back up to the granite hardness it'd had before he'd given Sue her facial. And for a moment, it did stand upright, tantalizing Sue with its length and stiffness.

But then, despite Logan's efforts, it began to dip. The looming knob at the end shrank; the shaft went from a pole to a bow. Even his balls seemed to deflate. Logan's hand became slushy with the fierceness of his stroke, but though his cock gave one hopeful twitch, it could not stop from melting back between his thighs.

Was it too much to fucking ask that Jeannie put him in a body with a goddamned healing factor?

Sue touched her face, smearing the sticky drops of cum that outlined her lovely face. With a thought, her forcefield extended to cloak them just as it did her make-up and clothes. Before she went dark, her expression was one of disappointment and maybe a little disgust. "I think I'd better go."

"Just give me a minute here, woman! I'm gonna take your little cunt so hard, you'll be able to fit a fist up there."

"Oh, okay."

"I am gonna have you so good you won't even be able to take it. You might actually fight a little, trying to get it to stop feeling so nice, before my cock in your ass turns you into a total fuck-slut."

"My ass? I—yeah, I'm going."

Logan continued to pump his dick, even as it tried to slip through fingers. "Yeah, cum-slave, you're gonna be afraid of how much you want this dick—show you a thing or two—show you how a man turns his woman into a total whore—ride that ass into the ground—fuck your little brown eye all night—"

A few rows in front of him, Flash conceded to Kong "Okay, maybe it's a little gay."There was no way Peter could resist her for long, Jean knew, especially when it'd been God knew how long since he's had a good fuck back in his own body. She doubted a guy who said 'humina humina humina' had much luck in the romance department.

She knew he'd come any minute, him and Logan's body, and then his healing factor would kick in and he'd swell right back up again. And yet she took a perverted pleasure in keeping him from climaxing as long as possible.

She nibbled at him every so often, letting the pain drive back his orgasm, or just making him moan and groan. And all the while, she kept pouring knowledge through her psychic link, lecturing him on the merits of cunnilingus. As a telepath, she was a good position to know there were barely any women in the world who didn't enjoy being eaten out. And so, as his unshaven jaw clamped on her cunt and his tongue flicked into her wet gash, she whispered into his mind.

Easy does it. Be gentle with the pussy. It's just as sensitive as you are down there.

Just kiss it, kiss it like you would any other set of lips. Lightly at first; be polite.

Then French it—slide your tongue inside.

Explore what makes me different from every other girl.

That's good—good—you've done enough for now. Suck on my clit.

Yes, that's it there. Gently now—easy—yes—yes—and your tongue—yes!

YES! By Jove, I think he's got it!

Peter had gotten the hang of it enough to let his concentration lapse, shoot back a reply: Wonderful time to quote musical theater, nerd.

Wonderful time to go over the formulas for an Einstein-Rosen Bridge to prevent premature ejaculation. You know how you're supposed to eat my pussy, so eat it. EAT IT!

Thankfully, he did, observing her reactions with a scientist's care for detail, exploring what felt good, what areas to touch, what rhythms, what patterns. His fingers dug into her ass, their callused pads in delicious contrast to the soft care with which he treated her body. Soon, her flowing juices might as well have been flammable, because she was ready to ignite. Her ass bounced around like a basketball, Jean pumping her hips, grinding her wet pussy into Peter's face until she tensed—tensed harder, her body tying itself in knots, pulling together tighter and tighter to make her break.

She sent fireworks through her mental link to Peter as she cried out in a softly broken whimper, then collapsed on top of him, her cunt trying to cool itself on the cold metal of his inhibitor collar, her ass trembling before his wide eyes. When his hard cock popped out of her slack mouth, he began jerking himself off.

It took a moment for Jean to come back to reality, but when she did, she slapped his hand away. "No!" she practically snarled, not even bothering with telepathy. "Not yet! I want more of your cock, goddammit!"

Pulling herself up his body, she found herself crawling on all fours toward a robotic camera that had taken up position on the foot of the table. She gave it a smile as she straddled Peter, reverse cowgirl, spreading her thighs and her labia so the camera could see right into her.

Then she impaled herself on Peter's cock. She knew the camera was recording every minute detail of the penetration. She didn't care. She refused to be degraded by what the Genoshans had forced her into. If they were making her fuck on camera, she would show them how X-Men fucked."Yes! You like it, don't you? Course you do, bitch! So take it! Take it!"

Sable sat in her chair bare-assed, pants still bunched around her calves. She'd only taken them off as far as her thighs, the rest had been gravity. She hadn't wanted to miss a minute of the action on screen.

"Shut the fuck up! Shut up and fuck!"

She was staring, her eyes open almost as wide as her mouth. She knew she shouldn't be gawking at this like it was just some nip-slip, but it was just so—they were so—

"Hell yeah! This is all you're good for! Fucking me like the whore you are! And I'm gonna fuck you just like a whore should be!"

Maybe she should feel bad about watching this.

Later, though. When it was over.

Sable flinched. That had looked like it hurt.Elektra had slightly more willpower than Sable. She'd managed the discipline to open up her top instead of simply rubbing her groin. She'd also taken off her pants. They were pooled around her ankles, completely forgotten in favor of her fully erect clit and well-lubricated sex. There was only so much willpower someone could have.

"You like the taste of my cum, bitch? Huh? Tell me! Tell me how much you loved my cum!"

Elektra was all ears as the reply came: "I love your cum—"

"That's because you're a little bitch! Now lick it up! Lick it like the bitch you are!"

She knew it was wrong to be touching herself like this, to be getting off on two people being forced in degradation. It was completely, unequivocally wrong.

Using the hilt of one of her sais would be no worse, though.

Nor the hilt of her katana.Felicia loved playing with her breasts. They were incredibly sensitive; she could come just from a guy with the right moves getting to second base. As tempting as it was to attend to her needy cunt, she let the warm water there handle itself for the moment and squeezed her left breast with one hand as she tweaked her right nipple with the other.

Her laptop's speakers pulsed like they were trying to play a rap song. "Drink it, yeah! Drink it up, drink it, bitch! Drink that cum, drink it all, yes, yeah!"

That was too much. Enough foreplay. The water was getting cold anyway. Felicia pulled out the stopper, then went to the tap, scooting her ass up the tub rather than leaning over. The water drained fast enough to let the cool breeze from the window lick at her skin—the perfect accompaniment to the fuck she was witnessing. She kept her eyes glued on it as she turned the faucet back on.

Hot water rushed down with the steady pressure of a waterfall. And she was bent double under it, her ass upturned, her legs over the cold and hot water taps. The water came down right on her cunt, heat blooming directly into her loins as she leaned down to rest her spine against the bottom of the tub. Fucking perfect.

She just had to arch her back a little and—yes—the water cascaded into and over just the right spot, through her lips, across her cunt, down over her body like a lover's massage. All she had to do was rub her clit and she was soaking in pleasure. She could even pinch her nipple with her free hand. That pushed her over the edge. She came with her legs sticking straight up in the air.

It took Felicia a long time to get enough control over her legs to shut off the faucet with her toes, but after a while, even the indirect contact of hot water on her already overwarm cunt became too pleasurable to be withstood. The water off, she let the night air caress her body, ride her through the afterglow. Perfect evening. Perfect fucking evening.

At long last, she rose from the empty tub, her glistening body sporting soap suds like jewelry. She'd let the shower wash that off. For now, she closed her eyes, arched her back, and ran her hands through her hair, enjoying the thought that through the open window, she was putting on a show of her own.

Who needed Spider-Kid anyway?For Jean, fucking Peter had been one massive blur of naked flesh, coitus, cum, and orgasms. For hours, she was used as relentlessly as she used Peter. It seemed every five minutes he was coming in her pussy, on her tits, in her mouth, even on her ass. Every orifice but her asshole was left overflowing with cum, and when he reentered her, even more oozed out onto her body.

She would've jerked him off, but her arms had grown tired. As did her legs. At the end, she just laid down as Peter fucked her. He at least tried to provide her holes a rest, switching from one to the other instead of just jackhammering one orifice as Logan would've done. And he never tried to fuck her in the ass. A true gentleman. No wonder Kitty liked him so much.

Finally, her throat muscles seemed too tired to swallow. She tried breathing through her nose, but when he took up fucking her face again, she grew lightheaded. Her world blurred, then became black.

She woke up a few minutes later, to a batch of strong-smelling cum impacting her cheek. Peter was jacking off on her face. She watched him come, then moaned weakly. As much as she'd enjoyed making 'Wolverine' her bitch, the reason she'd dated him in the first place was the animal dominance Peter brought to bear on her now, albeit far more tolerably. Maybe she should've stayed with Scott. Boy scout terrorist leader; that'd work for both her split personalities.

"I think I've had enough—" she rasped out, "bitch."

He helped her to her feet. He'd come on her so many times that, touching her, he was unable to avoid smearing the seed that was the only thing she wore. Think we bought enough time?

Jean felt too tired even to think. Unless I have a clone you can start fucking, we'll have had too. If you come on me one more time, I'll turn albino.

He helped her sit down on the table. Mojo's voice came over the intercom, telling them to resume, but Jean felt safe giving one of the cameras the finger. Peter's arms were around her, his touch so different from Logan's. Comforting, not exciting. Sometimes she liked that.

So who's coming to rescue us? The Ultimates? The Fantastic Four? …Hawk-Owl and Woody?

My ex-boyfriend.

"Cyclops!" Peter mouthed it, such was his surprise. The friggin' terrorist?

Why do you think me and Logan volunteered for this? I just fucked his least favorite person in the world for four hours. What do you think he's gonna do?

Kill me?

Relax, you've got a healing factor. At most, you'll just feel excruciating pain.

Great. Peter's claws popped out, smarting as they broke through the skin. He cursed, just not very well: "Fudge!" How do you turn these things off?

I don't know. Say 'bub'?

Peter sighed. You've made me miss having a symbiote.

Finally free of detention, Logan walked until he hit a liquor store, walked his teenage body through the doors, went unerringly to the Molston, and brought two six-packs to the front. Unvarying routine; it was almost like having his animal senses back. Not that he minded a break from smelling New York.

"Bag it," he said, throwing them on the counter.

The clerk looked at him. "I'm gonna need to see some ID."

Logan growled. It did not have the same effect coming from a seventeen-year-old boy.The little red lights on the cameras went out and guards with some very unfriendly fashion accessories came to collect Peter and Jean. They were frog-marched to some showers, hosed down, and given replicas of their old costumes. About the only thing that kept Peter from freaking out about being in someone else's body (someone who was in a concentration camp) was that Jean kept up a steady stream of telepathy.

He sent: So much leather. Why so much leather? Do you just hate cows?

It's a special synthetic fiber. It keeps Sentinels from detecting our mutant DNA.

But it doesn't cover your belly button?

Don't talk to me; you're the guy who doesn't have a mouthhole in your mask.

Hides my Van Dyke.

Shut up.

I'm not talking, remember? Gosh, you're the psychic.

Again, the commands ending in "mutie!" and the guns poking into their backs, until they were in something that looked like a drunk tank for Captain Kirk. Some of the other X-Men were there, but Peter was too busy having a nervous breakdown to remember their names. Big Guy, Black Lady, Catty Pride, and some girl who had enough piercings to count as a mutant power.

"No questions," Jean ordered crisply. "Everyone on the floor. We need to commune with the Goddess."

Excuse me? Peter sent.

Indian-sit in a circle and join hands.

Uh, last time I did that, Mrs. Ferguson was reading us a story about how Fuzzy Rabbit didn't have to be scared of thunder.

Just do it, Parker. You owe me anyway.

I owe you? For what, dragging my mind into the middle of The Hunger Games?

Yeah, right before you got to fuck me seven ways to Sunday. Sit!

Peter sat down, and very careful not to pop his claws, he linked hands with the X-Men on either side of him.

Suddenly, they weren't in a sleekly futuristic prison. They were in his room. And he wasn't five foot seven and smelling of Old Spice anymore. Just your friendly neighborhood Peter Parker.

"What? Why is Logan not Logan?" the big Russian guy asked.

"Better questions!" Peter ticked them off on his fingers. "Why are we in Queens? What's going on? What's going on again? What's going on times about eleventy billion?"

"Peter, calm down—" Jean called. The leader of the X-Men was sitting on his bed. That was way too much for him to take.

"Explain!"

She held a placating hand up to the X-Men, who were getting agitated by him. "Alright, then listen. I told you that my power works, a little. Thus, I'm able to join our minds, but only while we're all in direct contact. It's the same principle as our mental conversation earlier. I thought this would just make it a little easier for you. A lot of people find it disconcerting to have more than one or two voices in their heads."

"Yeah, that would be disconcerting. And my room?"

Jean looked around. "Your mind's the most… active. Because you're so nervous and so unused to this communication, your brain's flooded with endorphins and you are dominating this conversation. I'm allowing it, and so we're being projected to an environment you find safe and familiar."

"Safe and familiar, right?" Piercings snorted. "I bet this guy's nearly been caught masturbating in here about fifty times.

"Sweet girl," Peter commented. "Think I know how she got all those holes in her head."

"I am the fucking Dazzler, peasant—"

"I'll handle the introductions," Jean cut in, "unless everyone would like to drop an F-bomb. Guys, this is Peter Parker. I accidentally switched his brain with Logan's."

That met with uproar. "Accidentally?" the black woman demanded. "How do you pull that shit accidentally?"

"Well, if I knew that, I wouldn't have done it. But suffice to say, while having sex with Logan's body isn't such a bad prospect, having sex with his personality is."

The ladies conferred in agreement, though the Russian quietly disagreed.

"Now then," Jean continued. "Peter, this is Piotr Rasputin, Ororo Munroe, Alison Blaire, and Kitty Pryde. Don't bother trying to remember their names, I'm already uploading the pertinent bios into your long-term memory."

"Gee, thanks. Mind putting in the answers to my AP History quiz while you're in there?"

"So, wait—" Piotr held up a hand. "You've replaced Wolverine, the most dangerous mutant on the planet, with some random high school student? How could you do that? We have no chance of escape now!"

"He's not just some student. He's Spider-Man."

"Whoa!" Peter cried. "Time-out, time-out, hold the friggin' phone! You cannot just tell people my secret identity!"

"So he's Spider-Man, so what?" Alison asked. "I already forgot his name."

"And my face? I can't believe you're all looking at my face. Can I get a mask in here?"

"You just think it and—" Kitty started helpfully. "No, never mind, I'll do it."

She concentrated and a Captain America 'doesn't stand for France' mask appeared on him.

"Not what I had in mind," Peter said, his voice echoing inside it.

"Well, technically, it is what you have in mind," Jean pointed out.

"Whatever. Everyone, just—forget my face! And name!"

"Here's a picture of him," Ororo said, picking a frame up from his desk. "With his grandma."

"Awww," Kitty cooed.

"Put that down! She's my aunt!"

"I was just going to ask if you wanted me to put it down." Ororo set it facedown on the desk. "There. Cool?"

"No! Uncool! Very uncool!" Peter faced Jean, groaning in frustration. "Hey, Spock, you think you could mind-meld these guys into forgetting the last two minutes? And the most closely guarded secret of my life, which if revealed would threaten the lives of everyone I love?"

"Did he just ask her to wipe our brains?" Alison asked.

"In a nice way," Kitty stressed.

"I'm not wiping anyone's mind!" Jean said firmly. "Peter, you are just going to have to get used to us knowing your secret. We'll try our best to keep it, and we've done a pretty good job of keeping a lid on things so far. But we need all the cards on the table if we're going to figure a way out of this."

"Hey, no offense, but that really seems like more your problem than my problem. I have enough problems. I'm in high school."

"So are we!" Kitty said.

"I did the slap and tickle thing, and I'll be sure to call you in the morning, but for now, could you please put me back in my body? I'm kinda attached to it and I much prefer the way it smells."

"Can't," Jean said simply.

"Okay, I've seen every body-switch movie there is. We just have to redo whatever you did in the first place. So make a wish on a silver dollar while it's struck by lightning on a Friday, whatever. Just get me back to Queens!"

"Not a request you hear too often," Piotr observed.

"I told you!" Jean insisted. "I can't. I don't know what I did, I don't know how I did it, I don't know how to undo it. Your best chance is the Professor. He's forgotten more about telepathy than I know."

"A forgetful telepath is not as reassuring as you think. But fine. Where's the Prof?"

"Don't know," Ororo said.

"You kiddin' me?"

"The Genoshans have him somewhere in this compound, in a higher-security cell than this one. I can't imagine what they've done to keep him from getting help."

Peter groaned again, hands on his head like he was struggling to keep in an exploding headache. "Okay, okay, move."

"What?"

"Off my bed!"

Jean got off his bed. Peter flopped down on it, staring at the ceiling, covering his face with his hands.

"My bed. Mine." Peter kicked at the mattress. "Alright! Pretend I fell asleep during the opening credits and I've woken up in the middle of the movie. Anything else I need to know?"

"To what?" Jean asked.

"To get you out of this confusing, silly, dumb, weird situation I've been thrust into with no idea why this is happening to me or what's really going on. It's kinda what I do."

"We've already been over—" Ororo began, but Jean cut her off.

"Angel, Nightcrawler, Iceman, and a few civilian mutants are out in the jungle. They're being hunted by the Reavers: mutant haters with cybernetic upgrades to kill us. They're led by Deadpool. He's an ass."

"And these collars?" Alison asked rhetorically. "Not just a fashion statement. Which sucks, because they're a boss accessory. They're called inhalers."

"Inhibitors," Kitty corrected. "They suppress our mutant powers. We try to take them off and they blow up."

"Tried disarming them?"

"We look like we got an electronics whiz up in here?" Ororo asked.

Peter put on his old pair of glasses. "You tell me.."

14 Sue Storm Cheating 3

Thank mutant God, his apartment in the city still had some liquor left from the last time he'd had to crash there. Logan sat in his easy chair—the one chair in the spider-hole—and drank from the bottle. Kid's body wasn't used to it. Nearly coughed it up. Logan forced more down.

Wasn't like he could rightly get up to anything in some punk kid's body; best if he just enjoyed his newfound ability to get drunk without a fucking healing factor harshing his buzz. Chuck would get him back into his own body some time, hopefully before he had to deal with the hangover. After the kid had gotten some from Red in his body, least he could do was deal with some pink elephants.

Then his phone rang. Not his phone—the one in the backpack he'd been lugging around for the kid, with the Star Wars ringtone. Groaning, he dug around in it, finally upending the bag and picking up the phone from the detritus. Mary Jane Watson. The redhead from detention. Well, far be it for Logan to spoil the kid's chances with a red slice.

"Whaddya want?"

"Peter, turn on the news!"

Logan paused to take a drink. "Why?" he asked after he finished.

"There's a hostage situation! Some crazy Kraven the Hunter groupies have taken people hostage!"

"Sucks to be them, I guess."

Her voice went shrill with disbelief. "That's your reaction to people being taken hostage?"

"No, that's my reaction to Kraven the Hunter having groupies."

Sensing he'd be in for some whining if he didn't, Logan fetched his remote and turned the TV on. The Playboy Channel came on full blast, stereo surround sound, before Logan got the local news on. Sorry, kid. Gotta leave you hanging the bag on that one.

Yeah, he saw it. Two women calling themselves the Kravinoffs had taken a fucking zoo hostage and were demanding their boy toy be released to them. Cops were being useless. Ultimates were out of town. Looked like a job for Superman or some shit.

"Eh, SWAT can handle it. What d'ya think they get paid for?"

"Peter, now is not the time for your Spider-Man No More BS! Liz is in there!"

"Who?"

"Liz Allan! Our friend! Are you drunk?"

"You're only drunk if you can't handle your liquor."

"God, Peter, I cannot deal with this right now! I spent half the day in detention, I might not even be straight, and now my best friend is being held hostage. Put on your costume and do something!"

"Wait, what wuz that about you being a lesbian?"

She hung up on him. Logan looked down at the pile of Parker's shit on the floor. Yup, there was a costume.

No fucking way he was wearing that.Unfortunately, Jean's powers were too limited to pull the schematics to the device from someone in the know, but she could project her consciousness into the collars themselves and translate their inner workings into the projection of Peter's room. A reproduction of the inhibitor collar, ten times life-size, appeared in the air above Peter's bed.

"Cool. Can we, uh?" He gestured at it.

"What?" Jean asked.

"You know, like in Minority Report? Open it up and see the little holographic bits."

"Not a computer, Pete. You want me to do something, you're going to have to tell me what it is. And say please."

"Alright. Give me a cross-section. Please."

The collar dutifully split in two.

"And… spin it a little?"

It started spinning.

"Beautiful. Looks like—I'm not saying it is—it looks like the tech Reed Richards uses to control rowdy nonterrestrials."

"Wow! Gee-whiz! You're so smart!" Alison cheered mockingly. "How do we switch it off, brainiac?"

Peter propped himself up on one elbow. "It's designed not to be turned off, unless you're damn sure the Person of Mass Destruction you've slapped it on is done being a jerk. But Reed's is designed with a crybaby circuit. It gets damaged or impaired in any way, it sends out a distress signal so even if the deactivation is authorized, SHIELD or whoever is in the loop. This doesn't have that. It has—"

"An explosive," Kitty finished. She sat down on the bed next to him. "I think you're smart," she whispered, most sincere.

He smiled at her. "So we don't disable the collar. We disable the explosive. Then we just cut it off."

"With what?" Piotr asked plaintively, then saw Peter holding up his hands. "Oh. Da. Your borrowed body's adamantium claws. Yes. Forget I said anything."

"Jean, think you have enough mojo to move this bit—" Peter pointed into the halved collar. "Out of alignment?"

"It'll look bad if I don't try," she shot back.

"Good. We do everyone's before we start taking them off. I'll go last." He grinned a little fatalistically. "Not my body, after all."

Kitty swooned a little.In the holding cell, there was absolute quiet. The X-men did not even think loudly out of fear Jean would be distracted and set off a collar's explosive charge. Fortunately, the X-Men had been drilled on going thoughtless. Unfortunately, Spider-Man had not.

"The theme to Tiny Toons?" Jean cried. "Really?"

"Sorry, I can't stop thinking. I go to public school, it would make things a lot easier, but I just can't!"

Allison pulled up her shirt. She was not wearing a bra.

Peter did not look away.

"Thank you," Jean said, relieved.

The newfound silence was quickly shattered. From outside came a sound of hissing, fizzling, gnashing. Everyone's ears pricked up, but only Peter spoke.

"What's that?"

"SAM sites," Piotr answered. "I smuggled them during my time with the Russian Mafia."

Jean stood, giving her stiff neck a crack. She'd deactivated everyone's collar but Peter's, but this made her think they didn't have much time. And if it went off, he did have a healing factor, after all… "Someone's taking the fight to Genosha, which gives us our shot. Peter, cut us loose, fast."Like giving myself a haircut, Peter thought as he tried to get a claw into his tight-fitting inhibitor without snikting himself. It was a lot harder trying to do it to himself. When the wall turned into an unappetizing close-up of Mojo's face, he gave himself a shaving nick.

"You think you're smart, don't you?" Mojo roared.

Peter frantically tried to wiggle a claw under his collar again. "Well, none of us list Jabba the Hutt as our thinspiration." Jean gave him a quick psychic tweet: Stay in character. "…bub."

"I see you still haven't removed yours. Idiot! The others' collars were just to keep them in line. If worst came to worst, I was only ever going to activate yours!"

"That's stupid," Allison observed. "He's Wolverine. He can heal from anything. See?"

Using the amplified sound of Mojo's breathing on the audio pick-up, she blew off Peter's earlobe.

It grew back.

"I can still feel pain! Bub!"

"Idiots! Mojo said again. "His collar doesn't kill him! It doses him with an excess of dopamine. Oh yes, Logan, I'm well-aware of your berserker rages—the anger that comes with a lifetime of pain and regret! It's already injected you! And with our custom serum flowing through your veins, you'll kill everyone around you, friend or foe. We've already evacuated your sector and locked it down, so there's no one else to face the beast except your team. Not that you'll remember any of this in an hour's time, but make sure to pre-order the Blu-Ray on our website in case you want to know which of your friends you cannibalized."

Storm blasted the screen with a quick bolt of lightning. The cameras on the same circuit exploded in firecracker-pops.

Then Peter noticed everyone was looking at him.

"Look, guys, I really don't have a berserker rage, so I don't think this is going to do anything too extreme to me. Maybe I'll just get real mad about the Phantom Menace again. Or maybe—"

Piotr pointed down.

Peter looked. His erection was pushing out the crotch of his pants so hard, he might as well have shoved a can of Pringles down there.Colossus charged the cell door once more, bending the Carbonadium bars a little more. It was slow-going; the stuff was nearly as strong as Adamantium. Jean ignored the clang of Piotr's organic steel body against their captivity. Reestablishing a psychic link-up with the X-Men was just as important.

She opened her eyes. "Alright, the other X-Men are okay. The Reavers have been called off them to deal with some kind of incursion. I'm getting a lot of secondary thoughts about the Brotherhood—"

Allison snorted. "Good to know your boyfriend finally showed."

"He's not my—" "Not her boyfriend," Jean and Storm said, almost at once.

"Whatever."

"Nightcrawler's on his way here now," Jean continued. "Once he's in, he can teleport us right outside. But first, I want to find the Professor. They've got him stashed somewhere in this building, so as soon as Colossus has the door down, we're going to spread out and find him—"

A hinge came off the door, flying through the air to smack the ceiling. Jean took an involuntary step back and found herself pressed against Peter.

The last time she'd noticed him, he'd tucked himself into a corner with his hands over his crotch, apologizing even as Kitty tried to assure him it was okay. But obviously he'd taken a few steps away from the wall, because Jean could feel his cock right on her ass. God, it was so hard…

He wrapped his arms around her midsection, his stubble burning between her shoulder blades as he rubbed his face there. She could feel him right through her costume. The imitation material of the replica was far too cheap and far too thin.

"Peter…" she said gently, hoping the others hadn't noticed.

"You're so damn sexy," he muttered, his voice seeming to vibrate into her where his chest pressed into her back.

His hand dipped down into her pants, fingers touching her revealing to them both how wet she was. She could feel his thought burning into her: knew you didn't get enough.

Jean felt his other hand pulling down the seat of her pants. She could feel that thought too. It was on fire. He was going to fuck her from behind, like a dog. Like she was a bitch in heat.

"So… you guys need a minute?" Storm asked.

It was hard to tell who pulled away from who fastest. Peter backed in the corner again, covering his groin with his hands like he'd taken a punch there, while Jean practically hopped getting her pants back up around her waist.

"Sorry, sorry—" Peter was saying.

"Yeah, I'm sure," Alison said.

"Animal-beast-thing," Jean likewise explained.

"I'm so sure."

Peter took a deep breath, for the first time noticing that Colossus had gotten the door open. "Listen, you guys go on, defend a world that hates and fears you without me. I'd just… distract you. I think I'll stay here and think about baseball."

"You could always… drochit," Piotr said considerately.

"Uh, no offense, but on the long list of things I'd like to touch, Wolverine's wang is way below 'a dolphin'."

"We can't just leave him here," Storm argued. "What if someone stumbles across him in this state and gets hurt? The boy has no experience controlling Logan's urges."

"Well, teenage boy, high school relationship—I've got some practice controlling urges."

"I will stay," Piotr said. "He cannot harm me."

"Piotr, you're our heavy hitter," Jean said. "We're going to need you on deck for this one."

"I'll stay," Alison volunteered. "Everyone else has phenomenal fucking cosmic power, or is completely useless like Kitty."

"Hey!"

"I can zap 'im in the nads if he gets out of line."

Peter made a face, but said nothing, agreeing with the necessity of it. Jean looked over her team, turning the idea over in her head. For once, Alison had a point, and no one else was volunteering. She signaled the other X-men to file out. "Just watch him. Try to talk him down. Keep his mind occupied. And keep your distance."

"Not the first time I've needed to deal with a horny Canadian with the mind of a teenage boy," Alison said. "Go. Do your lame Superfriends thing."

Jean left hurriedly with the others. She didn't want to linger on this. She'd gotten Peter into this situation, and if he came out of this having traumatized himself or anyone else, she'd never forgive herself.

As soon as they were gone, Alison walked across the cell to where Peter was crouched. She sat down on her haunches and looked him in the eye.

"Thank you for doing this, Alison," he said distantly.

She smiled at him, running her hands through her spiked hair. "Call me Ali."

Silver Sable caught sight of the Spider-Man on camera 5. As she'd suspected, he was headed to the zoo to deal with the Huntresses. That is, if it was him. He didn't seem to be wearing the same costume.Elektra watched Spider-Man enter the zoo. She was not a cold woman. She would let him save his precious hostages before she killed him.

What the fuck was he wearing, though?Sasha Kravinoff watched the dark shape approaching fast through the glass that secured her fortress. The Spider. Some things were a constant no matter the universe.

"Ana!" she called to her daughter, her voice thick with her Slavic roots. "Get up here! I need you!"

The sixteen-year-old was dressed much like herself, though while Sasha left herself bare besides her bodysuit, Ana wore a safari jacket over hers. Besides that, they were next to identical, distinguished primarily by Sasha's cruel expression and short-shorn black hair, while Ana's face was more blankly engaged, her hair a long ponytail of gold. And she showed every sign of developing as voluptuously as her mother.

Hearing her mother's call, Ana stopped toying with the hostages and ran up to join Sasha in the topmost portion of the enclosed commissary that sheltered them from the police. Both were armed heavily, favoring stolen Starktech weapons in favor of their more traditional arsenal. They were taking no chances in this strange place.

They watched the Spider approach, then crash through a high eyebrow window that no one else could've managed. He came down in a hail of broken glass and they were finally able to get a good look at him. Black boots. Leather pants. A wifebeater under a leather jacket, with only the gloves and mask showing red and blue.

"Is he gay in this universe?" Ana asked her mother.

"Fuck you, lady," Spider-Man spat. "I realized halfway here that I didn't put my beer in the fridge, so fuck if it ain't getting cold. So can you psycho bitches just throw down the guns or do I have to listen to your whole spiel?"

Sasha was silent for a long moment. Then: "Spider-Man! It is only natural ve'd meet. Surely you vonder why someone would vant to secure the release of so odious a man as this dimension's reality TV host…"

"No. I don't care. Quit yakking and shoot at me so I can jump around and whatever the fuck."

Ana gave Sasha a look. Then she unloaded at Spider-Man."You might not want to get so close," Peter said, trying to cross his legs to better hide his erection. It was hard, sitting on his ass. His penis kept popping up from his cross-legged stance. "I can kinda… smell you… and stuff."

"S'cool," Ali said. "Just wondering, why Jean?"

Peter ground the heel of his hand into his eye. God, he could really smell her… "Why Jean what?"

"Well, we all know what you and her did." Ali smiled off-kilter. "Could hear it from here. But was she really so good you wanted seconds or do you just not have anything to compare it to?"

As bad as Peter's day had been, he was still something of a guy and he did not like Alis insinuation. "Hey! I've got plenty to compare it to, lady!"

"Oh yeah?"

Peter leaned forward. "Sue frickin' Storm, for one! And… okay, that's all, but still! She's a celebrity, she should count as two or even three other women."

"Easy, nerd, didn't mean anything by it." Peter's shift had caused another slippage, allowing Ali to trace the outline of his cock with her eyes. "I'm just sayin', you're here in a room with three hot bitches and Kitty Pryde, and you go for the flavor you've already tried? Did you like it that much or did you just think she wouldn't stop you?"

"I, uh, I mean, well…" Peter scratched his head, and Ali could swear, thinking about it was making his bulge twitch.

"Shit, it's hot in here." Ali peeled off her crop top, leaving her in a bra studded with metal and capri pants, and a lot of tattoos. "You wanna take something off too? Nothing I'm not gonna see anyway once I torrent you and the redhead getting it on."

"Uhhhhh…"

"Is that it? Got a thing for redheads? I know the stripe in my hair is blue, but," she grinned fiercely, "you never know what else might be dyed."It was amazing, Peter thought, how unselfconscious Ali was about undressing in front of a total stranger. He almost would've applauded it—seemed very empowering—but he was seeing the downside of having Logan's healing factor. Before, what he'd done with Jean would've emptied out his reserves for a good 48 hours. Now, maybe fifteen minutes later, his balls felt like they would explode. If he'd just swapped minds, he would've believed this body hadn't gotten off in six months.

"I mean," Ali continued, doffing her bra to reveal a pierced nipple and a tattoo of a heart in her cleavage. "You do wanna fuck me, right?" Standing, she wiggled out of her capri pants. How did he know she wasn't wearing panties? "And I know I wanna fuck you…"

The hulking musculature of Wolverine's swapped body was shaking like a leaf, so hard that the beads of sweat on his brow were regularly being tossed into the air.

"Could at least buy me dinner first," he gasped hoarsely.

Ali patted one huge bicep lovingly. "Easy there, tex. See, I always heard you were a bit of a stick in the mud. I just want to know what it'll take to get the stick out. So don't worry; we're definitely going to fuck."

At the profanity, Peter gulped hard. "That's… a little reassuring."

"But first, bitch, we're gonna see what it takes to make you lose control." She began hauling Peter's legs out from the hunched-up position he had them in.

Peter fought his own body, but in the end, he was splayed-legged and his cock was making a basket out of the crotch of his jeans. "That's really crazy, Ali."

"No, that's metal as hell." And Ali put a small hand with quite a few rings on his thigh, squeezing lightly, pleased with the solid muscle underneath the blue denim. And with the bulge between his legs.

She ran her hand up his inseam. Peter gritted his teeth together and laughed nervously through them.

"Uh, Ali—you sure this is metal? Not punk rock? Outlaw country?"

"Shhhhh," she urged him. "Don't touch me, Peter. I touch you. I touch you until I say otherwise. I don't want you to fuck me just yet, motherfucker. I just want to see what your cock looks like."

Eyeing him, she let her fingernails click over his fly until she'd found the zipper, then slowly pulled it down, never looking away from his eyes. He had to admit, it was a pretty good move. Then she reached eagerly into his pants, over the kinky hair of his groin and onto the thick shaft of his manhood. That ruined it a bit. Where Peter was long and slender, Logan had the purple-knobbed slab of a male porn star, and it made Peter feel a little bit like he was wearing a strap-on.

"Damn, bitch, that's what I call a cock!" She grabbed him by the base and fished him out of his pants, giving it a little impressed grunt when he sprang free and continued to grow, then running her hand up and down the thickening shaft.

Peter croaked a bit. He grabbed for her, his callused fingers sinking into the meat of her shoulders, but just barely managed to pry his hands back off her. "Listen, Ali, you seem nice and all, but I'm kinda really worried what Wolverine's getting up to in my body, so I'm not really in the best place to be a sensitive, giving lover—"

"Eh, he's probably just getting drunk now that he doesn't have a healing factor to turn every beer into a wine cooler."

"But I'm not twenty-one! I can't buy beer!"

"Oh. Well then. God only knows." Smiling crookedly, Ali used her other hand to push up the hem of Peter's shirt until he took the hint and pulled it the rest of the way off. Then she was scraping her unoccupied fingers through the coils of hair on his chest and belly. A soft white hand still pumping his cock like a watergun, she leaned down to lick up his sweaty chest, inhaling his musky scent right through her mouth. "Jesus. S'like getting laid at Burning Man. With a gay dude. No offense."

Peter was gaping in pleasure and control, his hands weaving drunkenly in mid-air, fisted into tight little cords. One dropped lower and lower, like his arm was getting tired. The fist unclenched. He ran his fingers through Ali's hair—even that seemed rough-hewn—and onto her face, where her piercings burned cold against his fingertip. She took exaggeratedly to his prompting, swaying with his hand to move downward, kiss his navel, then lap at the mane of dark pubic hair that surrounded his bulging root. He felt her blow hot air right onto his scrotum; his other hand opened and pinched the barbell piercing in her ear.

Now he guided her directly to his cock, and she sluiced her tongue over the wrinkly skin of his sack, up the root of his vein-etched cock, and finally to the mushroom-shaped head, where she lapped up a pearl of precum that oozed from his tip. Then she pulled back. His hands were frozen on her head, but she exerted more and more of an effort until he gave in and let her loose, his hands banging hard on the floor as he regained control.

"Fuck! Fucking shit!"

"Whew, the F-bomb," Ali purred. "Thought you only cursed in Yiddish. Hey, are you a Jew? I only ask because I gotta know if it's weird, having an uncircumcised wang. Is it? Trying sea cucumber?"

"I'm not Jewish!" Peter panted. "I'm just a really big nerd!"

"Oh, okay. Well, this concludes the oral portion of the exam." Ali stood, buck-naked and self-conscious as a stripper. "I gotta get a condom before we go any further. Imagine Wolverine having kids! Probably be born with enough daddy issues to be a hooker…"

Ali walked back to her clothes to fish for a condom in the tattered garments she called a uniform. Or she would've, if she hadn't slipped on her own sock and landed facedown, banging her knee on the floor and splaying her legs. Exposing the swollen lips of her cunt, her shimmering wet entryway. How ready she was.

"Motherfucker!" Ali cried, holding her knee. "Who the fuck builds floors that can't make one that isn't the slipperiest fucking shit in the universe? Fuckin' Slip-N-Slides aren't this slippery! Jesus! I should fucking sue—"

The rest was lost to the ages. Peter literally pounced, mounting her from behind and stuffing her full of himself in one instinctive thrust."HOLY SHIT!!" Ali cried out, sorting pain from pleasure for long seconds as Peter settled into her. She was more than wet enough, and her tonguing earlier had lubricated his cock, but Christ, did he have a hammer on him! "PEAS AND FUCKING RICE!"

"Sorry, sorry!" Peter even breathed apologetically, backing what felt like a yard of cock out of Ali's shaking body, exposing the gorge he'd temporarily reamed into Ali's small snatch.

"Put it back!" Ali ordered shrilly. Her lips lifted up in search of him, already feeling empty, unsatisfied, hungry. "Get back in me, you fucking homo, you owe my ass at least as good a fuck as you gave the redhead! Shit, man, if you're gonna take it, take all of it!"

"Sorry," Peter apologized again, somewhat sarcastically, as he grabbed her by the hips and guided himself back inside. He had to admit, it flattered him a bit to hear Ali beg, even if it was in her own demented fashion. Probably just Logan's hormones. It wasn't like he was the kind of guy who got off on that sort of thing. He was pretty much on drugs at the moment, and it wasn't even his choice. More like a contact high. So as long as he was tripping, might as well enjoy it.

Might as well Ali enjoyed it.

"God, you're big—fucking huge!"

"It's a proportional thing," he gritted out, eyes closed in the relief of feeling her cunt closed around him. "My other body's longer."

"You sound like a bumper sticker," Ali breathed wearily.

Her body had spun through all the possible reactions it could have to being so deeply penetrated, and now she actually felt drowsy with pleasure because Peter wasn't screwing her. Not yet. He was just resting on his knees and hands over her while her shock wore off and her cunt expanded to accommodate his cock. She moved her hips experimentally and felt him so far inside her, it was a wonder she wasn't choking on him.

"Why do we call you Wolverine? You should be named Horse. Donkey."

"Barnacle."

"Huh?"

"They have the largest penis size relative to their body mass…"

"Oh, shut the fuck up!" The blur of tattoos and wings that made up Ali's hands flew to his hairy back, pulling at him to sink his cock into her just a little more. Peter gave in, letting her tug him into position so she had it all, every inch he could give her, even his heavy balls pressed up tight against her. "That's right, motherfucker," she sighed. "Fill me fucking full…"

Peter's eyes were closed, but the feel of her tight cunt enfolding him no longer brought satisfaction. He didn't want to fuck her. He, his body, wanted to dominate her, own her. And he couldn't resist anymore, not when she was asking for it.

Ali had no time to think; his cock was sucked out of her and then plunged back in, mixing pain and pleasure once more in her sex.

"Yes! Ohhh… yes!" she cried, the savage punching of his cock finally seeming to break through. She felt an explosive release inside her, going off with such force it knocked the wind out of her, left her gasping for air and consciousness. "Just like that, bitchfucker! Hit me! Rip me up!"

She reached out, hands stretching to her discarded clothes, finding her top and bringing the fabric to her to bite down on. Normally, she'd scream just as loud as she wanted, but not when the X-geeks might come running and, God forbid, make them stop…

Damn, you really do want it, Peter though. He was flabbergasted by the punishment she was both taking and asking for—Mary Jane, Black Cat, Sue, none of them had been like this. Only Jean had even hinted at it, and he'd convinced himself it was a put-on, a show for the online audience. But now, with Ali, he could only see her pleasure as a challenge. She wanted more, he'd give it to her.

"You want it hard?" he groaned, pulling her legs even further apart and gripping each of her thighs in a meaty hand. "Then take it fucking hard!" He drove into her with all his mutant strength, a look of almost rage passing over his face. "Take it all, you bitch! Take my cock right up to your throat!"

Another orgasm, like a kick in the ribs, flattened Ali. She felt her sex squeezing shut on his cock, sucking on him like a vacuuming throat, virtually trapping him inside her. "Yes!" he yelled, her cunt lapping his cum right out of his shaft.

He pounded his full weight into her hole, giving her another shot of ejaculation with each thrust, until her cunt had become a buttery mess of his cum and hers, stretched open and filled in. He flung himself down onto her bare back and bit down on her shoulder, teeth grinding at her flesh until he tasted warm blood.

Ali screamed the shirt out of her mouth, bucking with his roaring, plowing cock. Each stab it gave her sent another ripple of pleasure through her body, like her orgasm was just going on and on, not stopping until the ecstasy became agony.

He pulled out of her, finished for now, her open cunt slopping out cum like the blood trickling from the bite mark on her back. His cock was still threateningly half-hard, and it only took one look at it for Ali to roll onto her back and part her sore legs.

"That all you got, bitch?"

15 Sue Storm cheating 4

The Invisible Handjob

BY : Zev95

Category: Marvel Verse Comics Spiderman

Dragon prints: 42444

Disclaimer: I own neither Ultimate Spider-Man nor any of the franchise's characters. I make no money from publishing this.

Chapter List

6

7

8

Logan jumped around. Kid had some sort of danger sense on him. A bit like his ol' animal instincts. He adapted easily to them. Just went with the beast inside. Dodged the blasts, scaled the wall, found himself landing beside the little chick-a-dee and slapping the gun out of her hands.

Girlie gave a roar—Jesus—and he slapped the taste out of her mouth too. Then the MILF shot at him. He thought he'd try the web stuff, make the kid look good, and leaned to the side as he fired out a whatcamacall, webline. It hit the gun, he pulled it away, Sasha roared too, so he clocked her in the gut, threw her on top of her daughter, and webbed them up like they were giving each other a hug. Professor would probably like that. He was a big believer in family, after all.

"You fool!" Sasha cried, craning her head so she didn't spit in Ana's face as she spoke. "You've ruined everything! Do you have the slightest idea vhy we needed your Kravinoff? What distant worlds ve have traveled through the web of life to—"

Logan didn't listen to the rest. Walking around them, he'd noticed how Sasha's tits were pressed against Ana's. Now that was some mother-daughter bonding he could get behind.

"Okay!" he said, halfway through her spiel, taking a seat and pulling up his mask. Christ, could he not breathe in that thing. "I'll bite. Why the fuck do you need a retarded version of Steve Irwin?"

"Because where we are from—" Ana piped up, with a less pronounced accent, "there is no Kraven! He died! Dead at his own hand as the climax of his grim hunt!"

"Now ain't that a shame. Bet the deer population's just all out o' control without him. Not ta mention all the goats won't never lose their virginity."

"Arrogant Americanski!" Sasha screamed. "You could never hope to understand a true manhood like my husband's! Even this vorld's pale reflection could at least prove virile enough to give me child—a male heir to the Kravinoff line that stretches back to the height of Russian power!"

"Well, hell." Logan crouched down beside them. "If you wanted ta get knocked up, darlin', all you needed to do was ask. You're still young. Got enough left in ya to squeeze one out."

"How dare you! How dare you make your commoner insinuations of me, the Lady Kravinoff—"

There was a reason Logan fucked on the first date, and it was because he always knew when to shut a girl up about Edward Snowden or the weather or what-the-fuck-ever and just kiss her. He grabbed Sasha by her pixie-cut and crushed his mouth against hers.

And the kid's inexperienced body picked it up in spades. He almost could've believe that a bit of Frenching was turning him on like this, but the machinery was damn sensitive. His balls were churning as he devoured the woman's mouth. He dropped a hand to her back and ran it down to her ass, which he gave a good squeeze to right through the webbing.

Ana watched the Spider force his tongue upon her mother's mouth and cried out, kicking and screaming and trying to ignore how good Sasha's thigh felt between her legs where they were pressed together, and the Spider's kiss made her mother writhe…

So Logan stopped kissing Sasha and kissed Ana.

Ana would never, ever admit that he was the first man who had ever kissed her. Never say aloud that his tongue's exploration between her parted lips sent sparks racing through her body. She would kill on the spot anyone who said she had opened her mouth and met his tongue with her own. If she saw graffiti on a building saying that a prickly feeling had covered her flesh and she'd wondered if she excited him in the same way he did her, she would've burned the building down. That was all just happenstance. She hated being kissed by him. Hated it, hated it, hated it!

And Sasha felt her daughter's nipples harden against her chest.

"Mmhm. Not bad," Logan said, pulling away from the two sets of kiss-bruised lips. "You want a heir, could do worse than letting the girl carry it for ya. Do her tits a favor. Make 'em nice and plump like momma's."

"Cockroach!" Sasha huffed. "We were only going to come to this world for the heir, but now, we vill have our revenge on you!"

Ana nodded in desperate agreement. "No jail can hold a Hunter!"

"Can't get enough of me, eh? I'm touched. But I think you'd better write to Miss Manners 'fore you can expect me to take you two out again. Mind your Ps and Qs, maybe next time I'll invite you up for coffee."

The police had finally realized the situation was resolved, and Logan could see their blowtorches cutting through the door. He shot out a webline and yanked himself up it, managing to exit the premises before he revealed his inexperience with the stuff. Not bad for a day's work. Peter could thank him for keeping up the hero shit later. Kid owed him one.Peter joked, but he thought he had a pretty healthy libido for a teenage boy. He masturbated occasionally, got together with Sue every so often, it was probably good for his heart or kidneys or something. It certainly felt good. And once he'd bopped it, then he could go on patrol in a spandex onesie without worrying that he'd tent his blue and red because he caught Black Cat bending over.

The problem with being in Wolverine's body was that he could fuck someone pretty much nonstop for hours and the same healing factor that was only really strained by napalm kept him as horny as ever. As long as he was aroused, he'd stay hard, and he'd keep fucking, and he took responsibility for it, not being aroused wasn't going to be on the table for him. He tried to think of Wilson Fisk eating a hot dog or something, but he couldn't go through with it; the thought of having an erection and that mental image at the same time was just too frightening.

So he just kept fucking Ali, while thinking distantly, vaguely, that he should probably be doing something to help the X-Men. Something besides giving one of them orgasms.

He wondered why the smell of Ali's arousal seemed to have gotten so much stronger recently. Almost like there were two of her. Two horny women in the room with him.Rogue's dupe watched Wolverine pull out of Alison Blaire, fist his dick, and squeeze out great lashings of cum on the girl's stomach, into her pubic hair. Dazzler reached down, grinning up at him as she massaged some into her skin, scooped more up to her mouth where she licked it avidly from her fingers.

The dupe couldn't figure it out. Why waste a squirt like that on someone's belly like it was sunscreen? Why not cum on her tits like he had with Marvel Girl in the video? And how was it that bastard could go from Jean Grey to Alison Blaire in, what, one hour? Was he just fucking everyone?

Another dupe came through the door, seeing the first peeking around the corner. "Hey—"

The other Rogue shushed her quickly. "Get over here," she told herself. "You've gotta see this."

Black Cat watched as Spider-Man left the zoo, dressed like someone out of her gay leather daddy porn for some reason or another. She'd heard the Kingpin was gunning for him, for real this time, and even if he was way too young for her, he didn't deserve to die. She'd save him and try to let him down a little easier than she had last time. With the vomit.

He'd probably be hung up on her. That'd be awkward, if understandable. After all, where was a guy who owned multiple spandex onesies going to get any action besides her?Ali screamed beneath Peter, writing in ecstasy and raking her nails over his now broad back. Her hips were heaving up to meet his, legs hooked around his midsection, and her body slapped down wetly on the metal floor every time he thrust into her.

Rogue—A Rogue—was sure she'd never seen anything so depraved in her entire life. Sure, she'd watched that video online, but it couldn't begin to capture the sheer savagery of their pairing, the smell of their sex, the all-encompassing noise of it. She could clearly see the shameless opening of Ali underneath him, each and every time he so easily slid through her. She and her double stared transfixed as it went on and on, hearing Ali's ugly, demeaning language and Peter's bestial growling. The two of them were acting out a primordial fantasy that Rogue barely recognized, but that swelled inside her, becoming more and more exciting as she felt more and more… primitive.

Her clothes were becoming so uncomfortable—something to do with how she was sweating. She took the topmost layer off, and was surprised when she tossed it aside and it landed right beside a jacket the other Rogue had divested herself of. They shared a look before their eyes refocused on Peter and Ali, drawn back by the fever pitch of their grunts and groans.

They didn't even notice a third Rogue dupe coming to join them in their voyeurism."Fuck me, baby! Just like that! Fucking HURT me, motherfucker! Fucking animal! Fucking BEAST!"

"I think Beast is some other guy," Peter said mildly, in utter contrast to his body's instinctual motion. Even fucking Ali through the floor was no longer enough for Peter's inflamed passion. He rocked back onto his knees, picked Ali up by the middle, and slammed her onto his cock, up and down, deep and hard, grunting like a bull in rut as he had her.

Ali's eyes rolled back in her head, her mouth twitching like she was speaking in tongue, but Peter couldn't care less. All his lustful eyes could see were her small tits bouncing on her chest so fast they blurred. He lunged, biting down on one of her nipple piercings and letting its drag pain Ali as he continued to pump her back and forth on his cock.

Ali shrieked in pain and passion, her hair never wilder as she tossed her head from side to side, no longer riding the bulging manhood battering her insides but being ridden by it. "Gonna come—" she reported brokenly, her voice now hoarse.

Peter spoke through the piercing clenched in the side of his mouth. "So come, you little whore." As he spoke, he was tossing her around like a Dobermann with a chew toy. "You said you wanted this. Fucking take it!"

She tried so hard to reciprocate—slap him, call him a motherfucker, grind down on his cock like she did so well—but she was so well-fucked that it was hard enough to breathe. She could only go limp and let him punch his cock into her time and time again. When he crushed his weight back down upon her, her cunt red-hot with his blazing ejaculation, it was more than a relief.

"Fucking hell—" she breathed six full minutes later, him still inside her and the words dripping from her parted lips like globs of molten lead. "Now that's what I thought popping my cherry would be like! Course, if I'd gotten a dose of that back in junior high, I probably would've become a fucking nun!"

"Oh, are we done? I thought I heard past-tense."

Ali looked up at him, dipping a finger into her cum-ridden crotch and bringing it up to her mouth. "I don't know. Are we?"

"I don't think so." Peter stood, taking a deep breath. His cock was still hard. "In fact, I don't think you're going anywhere until you eat my cum like a good little girl."

"Mmmm." Ali looked at his cock, rapidly growing even stiffer. "And if I say no?"

It was then Peter noticed the four Rogues watching him from around the corner. Suddenly mortified, he covered his groin with the nearest thing he could get his hands on—Ali's head.

"I like the way you think, motherfucker!" she said, though it was garbled by her mouthful.A crowd of one had gathered at the door of the cell, four half-naked bodies pressed close together to see without any pesky bars in the way.

"Look at him go—man knows how to treat a lady. Take her hard and fast…"

"Anyone know who she is? She's not Jean and I always heard him and her—"

"Who cares who she is?"

"Hope he comes soon. Oral's boring; I wanna see him fuck her in the ass."

"You like it in the ass, huh?" One of the Rogues slipped her arm around the other's waist. "Didn't know we were into that."

"Well, part of big momma must be into it, cuz I'm that part."

The audience's remarks became more and more lewd, their interest in each other more and more open, but Ali couldn't bring herself to care. Good practice for when she released a sex tape. She gulped Peter's cock down to the throbbing base, feeling his nuts on her chin with a fresh load of cum all for her.

"That's right, baby!" one of the Rogues whispered. "Suck 'im just like that! Make him shoot and eat what he gives ya!"

She spit his shaft from her mouth, inhaling only the heady aroma of his arousal before going back to playing with it—licking, kissing, teasing with the side of her face laid against his beefy thigh.

"I'm sure you go both ways," Peter said, "but I'm not one of your gal pals. I don't want foreplay; get back to sucking."

"Make me," she replied with an appropriate grin.

She'd been expecting it, but it still surprised her how quickly he had her down on her back, his knees in her armpits and his cock at her lips. "You don't have to suck, Ali. You can just open that little mouth and let me fuck it." And her mouth obligingly opened, letting him dig his cock deep into her throat.

"Holy shit!" a Rogue cried. "Look at her suck cock!"

"You mean look at him make her suck cock."

"Give it to her good, Wolvie!"

"Do I get a go?"

Peter went on, not heeding the obscenities of Rogue's anthropomorphized id. He was about ready to come and he wouldn't stop. Sweat was pouring from his body like he was being purged, the last of his body's essence gathered in his balls and ready to be ejected. "You ready? Ready to be a good little cocksucker? Look at all these people—fucking Southern quintuplets running around. They all wanna see you suck my cock…"

Ali gagged on him, fighting for air, tearing at his chest with scratches that instantly healed. His balls were between her tits and they could both feel them rumbling. She nodded and he lifted himself so he could breathe, but no sooner had he done so then she moved up with him, refusing to let go of his cock. She wrapped her arms around his ass as her nostrils flared, trying desperately to get air even as she downed him like a hungry animal.

"Imagine touching him," one of the Rogues said. "Getting the memory of what it feels like to have your cock down a girl's throat, right from the source—"

"Or her. Knowing what it feels like to really get fucked…"

"Fuck it."

And just like that, one of the Rogues was coming toward him, the other three a half-step behind.

That was enough to make him come. One moment he was in control—barely—enjoying having Ali plead with him for his cock. Then an orgasm was storming his cock, taking hold of him, and he hammered into her mouth like a machine gun on full auto. "Fuck—you fucking wanted it—so here it is!"

He came like a broken dam as the Rogues embraced him, bare hands roaming his naked flesh, ready to leech his memories and powers. But nothing happened, save for the eroticism of their interruption fueling, prolonging his orgasm.

He had no idea where the never-ending dregs of his ejaculation were coming from, but he kept coming even as Ali slid off his cock and took his release in the face. One of the Rogues grabbed his cock, trying to suck him there, but nothing happened aside from yet another blast onto Ali's tits, now offered up for the slow dwindling of his climax.

His cock dwindled, a heavy club now weighted down by exhaustion. And the dupes around him on all sides, now confused by the derailing of their plan.

"He's immune."

"Or—we can't suck."

"I'm sure you can suck if you really want to—" Peter said quickly.

A Rogue crouched down and touched the weary Ali. Nothing happened. "It doesn't work. Us duplicates—we don't have her power. We can touch people!"

"Hey!" Ali cried, weaving her way to her feet. "Fuck off, groupie cunts. I'm not done with him. He hasn't even fingered my ass yet!"

"We haven't had anything fingered!" a Rogue protested.

"BRIGHT LADY, WE'VE BEEN GONE HALF AN HOUR!"

Peter, Ali, and the Rogues looked over to see that the X-Men had returned, joined by Professor X, who was perhaps the only one not staring at Peter's erection.

Ali shrugged, upsetting some of the cum balanced on her tits and sending it trickling down her belly. "Yeah, I'm a fast operator, what can I say?"

Peter grabbed a pair of pants and tried to struggle into them, realizing too late they were Ali's capri pants and not at all suited for Logan's squat legs. He gave up, just holding the pants in front of his crotch.

"Hey, don't get cum all over those!" Ali told him. "I took those off specifically to avoid cum stains!"

"Professor!" Jean cried. "Would you—could you say something?"

"Well, this does bring to mind numerous ethical quandaries. Whether it was acceptable for Ms. Blaire to perform sex acts upon Peter while he was under the influence of a mind-altering substance, whether it was appropriate for Peter to engage in sexual activity while in another's body, if Rogue should be permitted to watch when the real Logan hasn't consented to allowing his body to be observed in flagrante delicto…"

"Wait, real Logan?" a Rogue asked. "Who's Peter?"

"Secret identity!" Peter stressed.

"The fact that you have a secret identity gives a clue to your secret identity," Jean said testily.

"Someone's worried she's not the best Spider-lay he's gotten today," Ali replied.

"Secret! Identity! Look, can I just go back to my body now, please? It's not much, but I'm used to it, and after today, I think I'll be cool with crazy women not jumping my bones out of nowhere."

"Women?" Jean and Ali said at the same time. "I'm not crazy—" "—She's not even crazy."

The Rogues were quietly backing out of the room.

"Please?" Peter repeated, staring at Xavier.

"Yes, I think that would be best. A moment, please. I would hate to swap your places while Mr. Logan is in danger." Xavier put a hand to his temple. "Ah."

"What, what is it?" Peter demanded. He almost dropped his pants in consternation.

"Nothing. Logan is asleep at the moment. I can switch your places easily enough. It's just that he's been—"

"Save it. I really don't want to know. Just…" Peter circled his finger in the air.

"Very well. I will…" Xavier circled his finger in the air.

A moment later, Logan's body dropped flat on its back and stayed motionless.

Storm leaned over to Ali. "So… how was he?" she whispered.

Peter felt his head pound. His phone was ringing in the darkness. No, not his phone. Dial tone was all wrong. His was at least two nuclear explosions quieter. Eyes still shut, he pushed his nice, normal, uncallused hands against his ears. That helped, a little, although moving did not.

He took what stock he could of the situation. Lumpy bed. Couldn't feel much on his body but the sheets and dry sweat. He opened his eyes painstakingly and the cracked plaster above his head was definitely not the Albert Einstein poster he was used to. Was he actually in Wolverine's apartment?

Well, he supposed that made sense. Better that than subject Aunt May to a him-sized Wolverine. And, judging by the liquid explosions behind his eyelids during his long, slow blinks, Logan had managed to score some alcohol. A lot of alcohol. A Tony Stark level of alcohol.

The ringing finally stopped, replaced by Logan's voice. Answering machine message. "You know what to do," he growled. Beep.

"Heh, Spider, that you? God, you sound like you swallowed a blowtorch. This is, uh, you, right? I suppose you could've given me a fake number, but after last night… why the hell would you?"

Black Cat's voice. He supposed it was inevitable that Logan would run into someone he knew while taking his body for a joyride. At least it wasn't MJ or Gwen. How much damage could Logan do to his relationship with someone that had vomited at the sight of him?

"Well, maybe you're still sore about that other time we met… with Hammerhead? Look, I'm sorry about that. Since you didn't mention it the other night, I assumed you let me off the hook, but I owe you an apology. Kid. I misjudged you, a ton—it's obvious now that you're a really old soul and, c'mon, what are you, seventeen? If I ever go to jail, it's gonna be for a lot worse than popping some high schooler's cherry. If that was your first time. Sure didn't feel like it. Mrow."

Oh, no. No, no, no! Peter tried lifting his head, and cracks like a string of firecrackers popped down his spine. He got a better view of the ceiling. A lot of webbing was hanging from it. And stuff hanging from the webbing. Like… was that a bra? And a stuffed animal?

"So when I see you again… if I see you again… I just want you to know that I'd be very interested in exploring… whatever. And let's make that soon, huh? I'd love it if you could destroy my ass again sometime this week."

Peter put a hand to his pounding head. It didn't help. Or it did help, a little, but what was profoundly unhelpful was the realization that his head was entirely shaved. Either Logan was very petty or he'd needed chemotherapy in the couple of hours Logan had spent in his body. Peter ran his hand over his body, checking for any piercings. No, no, and no. And it didn't feel like any tattoos either—they'd still be all red and sore and probably even bandaged, right? It wasn't like he could have I'm Spider-Man tattooed on his forehead and not know it.

Alright. Shaved head. Frightening-sounding sex with Black Cat. Fair's fair in love and body-swaps. He moved his other hand to wipe some of the crud out of his eyes.

The handcuff jingled around his wrist.

Okay, that was just childish. He was Spider-Man! He could just break the handcuff, and that was just a waste of a perfectly good handcuff, he could've spent that money on books for disadvantaged youths or something, what was the point of handcuffing Spider-Man to nothing at all judging by the amount of slack on the…

Pulling on it dislodged the slender wrist it was attached from the pile of blankets and cushions at his side. Peter tried very hard to look on the bright side. Good news: it was still attached to someone's body. Good news: That someone was breathing. Good news: That someone was a woman. And not a bad woman to be handcuffed to, lookswise. Everything else-wise, yes, given that she was Elektra Natchios, the Kingpin's chief enforcer-cum-assassin.

And she was naked, in his bed, asleep and… grinning.

Concentrating on being quiet even harder than when all he'd had to worry about was a hangover, Peter looked around for a key. It was amazing he'd managed to fall asleep next to her without waking up with a sai in his chest. Like riding on the subway with Bill O'Reilly and not hearing anything about the War on Christmas. But he wasn't going to push his luck. He'd find the key, unlock himself, and although he hated to be ungentlemanly, he was going to get the fuck out of there before the crazy lady woke—

"Mmm. Morning."

Good news: Elektra wasn't awake. Bad news: The woman on the other side of him was. Worse news: It was Silver Sable, the woman who'd been hunting him for sport the last week. Lot of that going around, apparently. Worst/good news: She was as naked as Elektra.

"You're up early," Sable said, shifting her head so it was resting on his slender chest. She ran a finger down his front. Nope, he wasn't wearing a thing, which was way more than he wanted to know about Wolverine's sleeping arrangements.

Though he could stand to hear a little more about the company. Questions like How? and HOW? sprang to mind.

Then Sable found what she was looking for. Well, at least he was wearing something down there. A ribbon. It did not make him feel very prized.

"Mmm." Sable moaned. "Up very early."

So sue him. His reaction to waking up with two beautiful naked women wasnt I wonder what's new on Netflix Instant.

"And sleeping beauty's still out," she continued with a faint lick across his cheek. "Looks like I've got you all to myself for now. Tell you what. Do that thing you did to me last night just one more time and I'll forget I ever saw you. Unless you want to meet Roxxon in the altogether." She felt something against her hand. Not the hand she was leaning her head on. "My, my, Spider. I'll take that as a yes…"Silver Sable walked down the streets of New York knowing exactly how she looked. Hair a mess. Clothes wrinkled. Bra missing because it was in a waste bin somewhere, in four or five pieces. Let them stare. When the sex was as good as it had been, she almost wanted to brag about it. Last night, with Elektra… then again, one-on-one, and that was even better once he dumped the lame frat boy stuff. Just let himself be ridden…

Shaking herself of the memory before she could go back and help herself to more, Sable pulled her phone from her pocket and hit the quick-dial for Roxxon. She would never call sex that good a wash, but the fact was, she had actually gotten some business done overnight—not that she'd ever put those hours on her ledger. She knew Spider-Man's face now, if not his name. She knew his measurements; every measurement. And with all the scratching, the biting, the slapping—she didn't think he'd even noticed…

Mr. Roxxon picked up on the first dial—one of the few qualities she admired about him. "Don't tell me. You picked up Flash Thompson again."

"Har har." Sable cradled her smartphone against her shoulder as she hailed a cab. "I'm calling to say mission accomplished. Job's done. Spider-Man has been injected with your precious symbiote. The rest is all up to you.."

16 Sue Storm cheating 5

Peter wasn't much for social media. He wasn't high-minded about it. It was just that, while having homework or the flu was easy enough to explain—how were you supposed to fit switching bodies with Wolverine into a status update? And then waking up from his drunken haze to find you were in bed with the two deadliest assassins in New York? He could barely believe he'd gotten out of that one alive.

He basically had two traumas for the price of one. Not only had Logan done things in his body that neither of them could remember well (judging from the one IM he'd gotten from Logan. AOL Instant Messenger. How old was the guy?), but Peter'd banged two women in Logan's body. He really hoped it was a long time before Gah Lak Tus or whatever invaded Earth again, because he didn't think he could ever face Jean again, no matter what body he was in.

And Ali, geez. What if he'd gotten her pregnant? What if he'd accidentally lost a piece of himself while he was Logan and just that little scrap regenerated into another Wolverine? Maybe Logan was in the habit of dealing with things like that when he was in his own body. Maybe when someone cut off a finger, he ate it so that didn't happen.

And now Peter had grossed himself out.

He wondered if a Logan who'd been regenerated from a finger had the original Logan's memories or if he'd be just—a finger person. Maybe that was what had happened to Logan originally. There was some perfectly ordinary Logan out there who'd just, like, gotten a door slammed on his pinky, and that pinky was now leading the X-Men and killing Sentinels while his dad was reading the newspaper.

What had Peter been doing again?

Yes. Checking his e-mail. Getting a friend request from Mary Jane on something called Traskchat.

That did it. No more thinking, no more trying to download Games of Thrones, no more homework. He was doing some web-swinging. That'd clear his head. And it'd prevent people from seeing the buzz-cut he'd been stuck with ever since Logan had vacation-homed in his head. It wasn't bad, now that it'd grown out a little, but everyone said it was a big improvement on his old hair. Being shaved bald was an improvement on having bangs. Mary Jane had a lot of nerve telling him that. Ever since she'd started going out with Gwen, her new haircut made her look like Justin Bieber. Well, in a wig. A hot Justin Bieber.

He really needed a web-swing.Lately, Peter had really taken to loving being a superhero. Maybe it was just that he'd started getting laid pretty regularly, as insane as that could be at times—though he guessed sex was like that for everyone. But somehow, without his virginity he felt the adrenaline rush of putting on the costume more acutely. He felt stronger, faster, shrugged off hits easier than he had before. He enjoyed himself. It felt like he'd gotten a power-up in a videogame.

So when he heard the explosion, he was actually looking forward to kicking some supervillain butt.

The blast came from deep in Midtown. Peter swung in, warmed-up, muscles screaming for a fight. He saw a cab flying through the air and thought, hey, I'm just an outfielder, reaching for a flyball. Caught it with his feet, shot out some weblines, let their elasticity bleed out the momentum, and the car was now safe and sound. Just dangling ten feet off the ground and a little on fire.

He helpfully opened the door so the guys inside could slip out. "I'll keep the meter running!" he called to them as he put out the fire with a quick spray of webbing.

Even had a good quip handy. Didn't have to fall back on Yiddish.

Peter looked around, fingers bent into web-shooting position, and found two people in spandex. He guessed they were the culprits. You didn't get too many Jehovah's Witnesses in spandex. And everyone else was either screaming, running, or taking pictures with their camera-phones.

At first glance, they could've been sisters. Both had long black hair, domino masks, and white capes. A closer look—which Peter didn't at all mind giving them—revealed the taller one to be in a sort of sleeved cloak over a bodysuit, while the shorter one wore a cape with her tight, revealing crop-top and short-shorts. Sisters, he guessed. Each with the same curves in the same wonderful places. They could've been twins, except that the shorty was a bit slimmer, with her face a little fuller.

"Stay close, Lana!" the taller one said, shifting her canvas bag of money on her shoulder. No dollar sign on the side, though. Why did banks stop doing that? It made robberies so much more fun for everyone.

"I know, mo-ther!" the shorter one replied, her insolent voice instantly pegging her as a teenager. Peter did a double-take. If Mommy hadn't been in contact with an adoption agency, she'd taken hella good care of herself. Lana was about his own age, so she would have to be in her thirties, but she had the figure of her daughter.

And it couldn't be an adoption. Lana looked just like Mommy, just in slight miniature. Her pert face had the same loose frame of dark hair, the same color in her blazing eyes, the same upthrust nose and thin lips. Her father must've given her skin its slight pallor, but otherwise the resemblance was too striking not to be biological. She even had her mother's breasts, barely covered by her scant top; they weren't quite as developed, but they looked to have been carved by the same master sculptor. God, Peter would've loved to have his left hand in one set and his right in the other. It'd be—

Wildly inappropriate and not something to think about in the middle of battle and especially not when you were wearing skintight spandex. So he opened his mouth and said "Let me guess. You've turned to a life of crime because you lack a strong male figure in your family. Just so you know, I can bench-press a garage while still possessing the emotional sensitivity of Zach Braff."

"Hey, look!" Lana called. "It's that fag from the zoo!"

Peter dropped down from the cab. "First off, your language is hurtful and offensive. Second, I'm not gay, I was just experimenting. With a different costume, I mean. A straight costume. Both my costumes are straight!"

"Lana," Mommy clamored, "tell the man who we are!"

"Why do I have to—"

"You said you wanted to—"

"I thought we'd be fighting the Ultimates, or the Fantastic Four, someone cool!"

"I'm very cool!" Peter protested. "I have a ton of Yu-Gi-Oh cards."

"Just say it so we can fight," Lana's mother demanded.

"Alright already!" Lana thundered. "Hey, Spider-bitch, we're the Bangers and we are gonna fuck your cunt up so bad you won't be able to shit without a tube up your asshole!"

"Yeesh. I've never seen someone run through the seven dirty words in one sentence. Think I'll have to web in that dirty mouth." Peter paused and held up his webshooter. "I mean, like, with my webbing, not with—that wasn't an euphemism—unless, I don't know, you feel a sorta connection…"

Hands glowed. Big explosion. Peter slammed into the wall across the street, but it felt good, like he was a kid again, made of rubber, and he'd taken a brisk tumble running round the playground. He rebounded to his feet to find Lana and her Mom pointing two glowy fists at him.

"Here's another one, prick-dick!" Lana shouted as pure explosive energy coursed from their glowing hands.

Peter dodged. Of course.

"Bombshells! I just got that! Leaping over their offense, he landed between them. Kicked Lana back while tackling Mommy against a storefront, pinning her wrists to the wall. He felt alive, on fire, drunk on testosterone like the first time he'd seen Predator.

"So, hey, didn't catch your name."

She was stunned by his nearness, the sudden dip in his voice. "L-Lori," she said softly.

"Lori. Hi. Why don't we get the kid a babysitter, go see if we can find a restaurant whose dress code includes onesies—I've always had a bit of a thing for older women—"

"Older women!" She shrieked, her hands glowing.

Apparently, she could still blast him while he was holding her hands. That would make dating interesting. He was blown back, crashing into the car he'd strung up above the street, and did not feel like a young boy made out of rubber on a playground.

"Let's go, Lana!" Lori cried, running to her daughter.

The girl got up, shaking her head. "We can take this ho!"

"We're going, now! This isn't part of the plan!"

"Plan?" Peter asked, prying himself out of the cab. "You knocked over a cash-for-gold store in matchy-match outfits. Who would call that a plan other than the writers on the last Star Trek movie?"

"Airborne!" Lori ordered, and doing the glowy-fist thing downward, they rocketed up to take to the rooftops.

Peter followed them, of course. According to every Batman comic he'd read, if he didn't stop them now, they'd be back with an evil scheme on Mother's Day.

Up on a parapet, he snagged the two fliers with weblines, bringing them both down on top of each other. "That's it, hug it out. Get it all out. I've watched Gilmore Girls, I know of what I speak."

"What is wrong with you?" Lori demanded, ripping the webbing off her daughter's body. Apparently, glowy hands were good for that.

"I broke up with my girlfriend and she became a lesbian. I think I'm handling it really well, though."

Lana roared. "I am going to shove my fist so far up your ass—"

"Whoa, hot stuff, ix-nay on the isting-fay in front of your moms. Why don't you give back the big bag of money, then we can discuss this privately? I'll put on a little music, slip into my comfortable spandex…"

"Stop hitting on her!" Lori demanded.

"Don't tell him what to do!" Lana screamed back.

"Oh, isn't that just like you, the moment someone with testes so much as looks at you—" Lori glanced at Peter. "I assume you have testes."

"I think you can see 'em, actually. This costume doesn't leave much to the imagination. Ladies."

"You just had us rob someone and now you're telling me who I can date?" Lana asked. "Total bullshit, mom!"

"Watch your language!"

"Fine! Why don't you go fight Spider-Man without me?"

"We shouldn't be fighting Spider-Man in the first place! I wanted to leave!"

"I wanted to go to the Screaming Bells concert!"

"It's on a school night!"

"Like I need school when I can rob banks!"

"We rob banks to pay for your college!"

"And your vodka!"

"I'm a social drinker! I only drink with company!"

"That's real easy when you bring home a new man every night!"

"At least I only bring home men!"

"Felicia and I are just friends!"

"I just meant that stray dog you brought home, whose vet this job is paying for by the way, but now that you mention it, is Felicia the one who gave you that slutty outfit?"

"I THINK IT LOOKS NICE!"

"WE'RE SUPPOSED TO MATCH!"

"IT'S THE SAME COLOR SCHEME, MINE JUST ISN'T TOTALLY LAME!"

"I KNEW I NEVER SHOULD'VE LET YOU GO ON THIS JOB DRESSED LIKE SOME RAP VIDEO… HOOTCHIE! YOU DON'T HAVE ANY DISCIPLINE! I SHOULD'VE SENT YOU TO MILITARY SCHOOL!"

"I WISH YOU HAD! AT LEAST THERE'D BE SOME MEN THERE YOU HAVEN'T SLEPT WITH!"

"YOU WANT A MAN? THERE'S THE WEBHEAD OVER THERE, WHY DON'T YOU GO SUCK HIS DICK IF YOU WANT TO BE SUCH A SLUT!"

"MAYBE I WILL!"

"GOOD!"

"GREAT!"

"FINE!"

"I'M SO HAPPY FOR YOU!"

It was then they saw that Peter had snagged their loot with a webline and slowly pulled it over to himself. It wasn't like he'd been pressed for time.

"So," Peter said congenially, "I'm going to take this back to the nice robbery victim. I think the cops are juuuust about here by now, so if you want to stop running, it'll probably look good. Unlike, ya know, your outfits."

"MOTHERFUCKER!" Lana screamed.

"Well, ya know, only if she's interested." Peter gave Lori a look and made a call-me gesture.

That was when the lights went out.

It happened in a wave. Not exactly a black-out. Each second a swath of buildings went dark and so did the cars on the street, the smartphones on the sidewalk, everything. In the blink of an eye, darkness had carpeted the entire city.

Electromagnetic pulse, Peter thought. Only no nuke. How did you have an EMP with no nuke? And who'd hit them? He knew some things flew under SHIELD's radar, but who could possibly…

Then he heard it. Or, didn't hear it. And he remembered. The Helicarrier. The far-off background drone of the SHIELD Helicarrier's huge engines was gone. It'd taken some getting used to; now it was gone.

It'd been parked over the Bay. Thank God for small favors. But there were maybe a thousand people onboard and each of them were along for the ride as the Helicarrier's lift turbines spun down. The aft went first, some fuel intake malfunction triggering an explosion that took out both rear turbines. Whatever safety measures were designed to give the Helicarrier a gentle landing, they failed. The aircraft tipped backwards, plunging toward the Bay like a dagger.

Then Peter saw a speck of red. Thor's cape. The God of Thunder hit the aft of the ship, actually arresting its descent for a second before it ground him down under its weight and momentum. A few seconds later, the ship hit the water, kicking up an arterial spray of white foam.

"Shit," Peter said, fresh off of mentally chastising Lana for her language. "I've gotta—I should…"

"You're not going anywhere!" Lana cried, her hands lighting up, but Lori restrained her.

"I'm sorry," Lori said simply, though she couldn't hide all of her glee over getting away. Peter guessed that as a mutate or whatever, she didn't have much love for SHIELD.

"I have to do something. Anything." He looked at them, then at the bag of cash in his hands. He tossed it on the ground. "Help me."

"What?"

Peter's train of thought had shifted tracks, but now it was barreling full speed ahead. "I can take that bag with me. Drop it off at the first police station I see. Cover it in webbing so thick no one'll get to it until the next full moon. Or you can help me. And I'll give it to you and let you go on your merry way. Cross my heart. Hope to die."

"Mo-ther!" Lana shouted, a complaint all on its own.

"You swear?" Lori insisted.

"It's just money."Carol Danvers was going to die. She'd known it was coming, expected it, prepared for it. You didn't sign on for SHIELD taking retirement for granted. But she really hadn't expected to die on a Tuesday evening when the biggest assignment in the offing was the cafeteria's bean casserole.

The ship was flooded. Before the network had fried, manual override had been used to lock it down. Bulkheads were sealed, corridors were cut off. So they were almost buoyant, the air trapped as it was. Those who were able had time to get to whatever evacuation craft they could find.

Carol was not able. She was trapped in the Deck 5 East Supply Room, having already awoken from bashing her head against the wall in the crash. She could still see her blood on the bulkhead. From the water welling up and dripping in from leaks at all points of the compass, she knew she was submerged. And in the sinking, she and most of the room's shelves had relocated to the bottom right-hand corner of the room. She was not on top of the shelves.

She was going to drown.

What a strange thought.

"Hey, anyone in there!?"

What a strange question.

No, that was the concussion talking. Making her groggy. Carol Danvers was not going to die because she was groggy. "In here! I'm in here!"

The voice got closer, louder. It was coming from the vent on the ceiling (or was that the floor?). "I hear you! Okay, how many are in there?"

"Just me! Captain Carol Danvers, identification number oh-eight-eight-two—"

"Yeah, that's nice, I didn't ask if you were a Chitauri. Hold on a sec, gonna have to get a little creative—" The air vent, which had automatically sealed like the rest of the ship (like a tomb) cracked open a degree. A rebreather capsule the size and shape of a lipstick case dropped down. "Can you get to that?"

"No. I'm a little buried in debris."

"Okay, this is gonna be tricky… I'm gonna be right back, okay Carol? I'm not leaving you, I'm coming right back."

"It's Captain Danvers," Carol replied, but he was already gone.

A moment later, she heard "Carol, brace yourself!" and an explosion shook the room. The hatch bent inward. Carol braced herself even further and the room shook even harder, a smell of charcoal filling the air from God knew where. The hatch sprang as far as its damaged hinges could go, opening up enough to let a hundred gallons of water in. Spider-Man, of all people, contorted his way in like a boneless limbo dancer. He plucked up the rebreather capsule and ran it over to Carol.

"Don't worry, Carol, I'm going to get you out of here. It's just gonna take me a second."

The shelves were laden with heavy SHIELD armament: sabot rounds, laser cells, warheads, all meant for air-to-ground or ship-to-ship combat. The stuff you had to be a Level 4 'Strongman' to even operate. None of it had landed on her—small favors—but it pressed in on her enough to hold her paralysis-still. Peter moved it tons at a time, even as the deluge rushed in. He set it aside in great rushes that dented the floor, detonated huge explosions of sea foam. Until she was uncovered.

He checked her over for injuries—a little thoroughly for her liking—and splinted her broken leg with some quick webbing. Then he picked her up, encouraging her to wrap her arms around his neck.

"Don't worry. You're safe now."Westchester was far enough from the city to be totally unaware of the EMP. In the drawing room, among the rich furnishings, sedate decoration, and modestly pleasant paintings, a girl sat in barely more than a bra and stretch jeans, her streak of freshly pink hair catching the fading sunlight almost as much as her numerous piercings.

Alison sat at her laptop, wishing they had better wi-fi. Next stage of human evolution and they couldn't get wi-fi worth a damn. What kind of bullshit was that?

"Ms. Blaire, this is important," the Professor was saying. "I realize the events of the past few days have been extremely disconcerting. Many of the students are having trouble coming to terms with it. There's nothing shameful in admitting to your emotions."

"Uhh, is this cuz I was hunted for sport or because I fucked Wolverine? Because everyone was hunted for sport, but only I fucked Wolverine, and I don't see you pestering them. Oh, Jean did too I guess. Does that count as a threesome? It was like within the same hour, so…"

"Your sexual encounter is a very unprecedented trauma—"

"Trauma? Dude, I got laid doing a solid for a teammate. Who gives a fuck? What, you think I'm some good little girl who should be crying about my virtue or some shit? Fuck that. I rode it and I loved riding it. Only reason I won't be going for seconds is that Logan's too much of a pussy to go for it. Guy comes on all big and bad, but he's a pussycat on the inside. Not punk rock, like me."

Xavier straightened his tie. "As, ahem, enlightening as your vantage point is, I would strongly suggest you seek counseling for whatever other feelings might occur to you—"

"Dude, what is up with the internet here? I'm trying to torrent Jean and Logan's naked time and it's just not happening!"

He scowled. "Before he left us, Hank developed a program—a virus of sorts—that could erase unseemly data from the internet so long as it was still in the offing. My colleague Emma Frost was good enough to use that on the Krakoa Island broadcast soon after it was made. There will be no repeat performance of the day's events."

"Eh. Shit. Maybe we'd have more supporters if people knew how well mutants could fuck."

Xavier gripped the wheels of his chair firmly. "Yes, well—I'll leave you to your—thoughts. Yes."

He was just moving to leave when the lights flickered. Prolonged flickering. Something wrong with the power grid. He concentrated, delving into the thoughts from ConEd. An EMP blast in the middle of New York. Looting in the streets. The SHIELD Helicarrier was down.

Magneto.

"Ms. Blaire, I suggest you suit up. The X-Men are needed."

"Nah, X, I'm good like this."Nick Fury was talking to him.

"It's been twenty hours, Peter. You've been out of webbing for the last ten. That is enough. Go home, get some sleep—hell, don't go home, I'll lockdown a tent for you, just sit down for five minutes. You're making me tired just looking at you."

Peter looked around the harbor. Out of the chaos of the tsunami that the crash had kicked up, now there were Quinjets and medical tents, ambulances, police cars—a small army marshalled on the banks of New York Bay, ferrying the survivors away from the crashed Helicarrier.

He couldn't let them down. "One more. Send me back one more time, I'll…"

"No. You won't. I'm giving you an order here. Sit down. Drink some water. Keep breathing."

Peter shook his head. Suddenly, it seemed very hard. Very tiring. "I don't take orders from you."

Fury guffawed. "Yeah, right. Hey, you, Spider-Girl or whatever the hell your name is—"

Lana looked up from the sandwich she was grabbing on a table of refreshments. "I'm not his fucking sidekick, okay, I'm a goddamn supervillain!"

"Okay, alright, whatever. Take your boy here over to that prefab," he pointed, "and shove him until he falls into a bed. Shouldn't take that much." His one eye arched at Peter. "Black Cat, Elektra, Sable… got a thing for bad girls, dontcha?"

"As soon as you stop being so damn blurry, I'm gonna slap you."

Lana came over, sandwich still in hand, to take Spider-Man by the shoulders. "Come on, Captain America."

"'s Spider-Man."

"I took a nap in the aid tent, came back to work, and you were still working. Fuck you, you can call yourself Captain America if you want."The prefab was really a mobile officer's quarters, the size and shape of an freight container, with a cot, desk, folding chairs, wall locker, some food and drink… not much else. All it really had to offer was privacy. With the door locked behind him, Peter didn't have to worry about someone unmasking him in his sleep.

The further he got from the water, the more his stamina ebbed. His adrenaline high ended, leaving him with what felt like days of sleeplessness taking their toll. By the end, Lana was carrying him to the bed at the end of the room, their footsteps echoing off the metal walls at a slow, stately beat.

Finally, she sat him down and he sagged over the mattress, against the wall, sprawled out like he was barely breathing. He looked so vulnerable. Lana didn't know what to make of him.

"That was the first time I've ever done anything… superhero-y. Was that superhero-y?" she wondered. "Fuck yeah, it was. That was more superhero-y than anything those Fantastic Four pricks have ever done. Fuck those guys. What've they done for anything?"

"That was pretty good," Spider-Man said, startling her. She thought he'd fallen asleep. No, he was just motionless. "You could have a future in this business. If, ya know, you stop robbing people."

"Eh."

"How d'yerr powers work, anyway? Are you a mutant or something?"

"Do I look like an X-Man? Nah, it's my mom. My powers only work if we're right next to each other."

"What about her?"

"She doesn't need me. I mean, have you listened to her for five minutes?"

"Your power only works with your mother. That's interesting."

"Yeah? You live with her."

"And you rob people? With that power?"

"What, we should beat up muggers instead? I'm guessing you don't drive a Corvette."

"It's New York," Spider-Man yawned explosively. "Who drives?"

"I wanna. I wanna go to LA and… forget it. You probably want to sleep."

But when she got up to leave, Lana saw something in motion on Peter's unmoving body.The symbiote had bid its time. It had sampled Peter's memories and knew he could not be controlled, only ridden. By working in concert with him, increasing his strength and speed and the stamina, Peter worked harder to produce more of the endorphins the symbiote fed upon. It had fed well on him as he went again and again into the Helicarrier, rescuing the weak and injured.

How the symbiote would've loved to devour just one, but no, no. Then the Parker-host would reject it. It could not openly feed. Only share in the natural equilibrium between them. And that would be more than enough for it, except that the lifecycle had come full cycle. It was time now for the symbiote to begin mitosis. All that was needed now was the necessary nutrients to be harvested, and ever did the symbiote long to devour the girl-human bones and all, adding her strength to their symbiosis. But there was another way to feed upon her. Another way to cull some nutrients from her lovely young biology.

The Parker-host was unconscious. And as strong-willed as he was, the symbiote had some control. It increased the blood flow to his genitals as it drizzled its pheromones through his pores. The female had already proven to be highly receptive to the Parker-host, her arousal easily visible to the symbiote's many senses. All that remained was to bait the prey.The crotch of Spider-Man's costume was pressing outward. A long way outward. Lana's eyes were drawn to it. She couldn't look away from the massive bulge virtually pounding against the confines of his tight-fitting costume. Lana felt like she did when she was taking power from Lori. Spider-Man was giving her energy, fire, life, making her feel like she could just explode!

Lana looked up to see his mask was as blank as ever, without the semblance of animation that his personality infused it with. His thoughts were clearly worlds away. She looked back to the tightly stretched material at his groin and found it throbbing hard enough, lewdly enough, for her to notice. It was then Lana realized that her panties were wet.

Standing in place, she crossed her legs, squeezing her labia before it could grow any more sensitive. This did nothing to quell the throbbing inside her. She thought she could feel his eyes on her breasts now, in her strained crop top, the nipples drawing the eye. Spider-Man was staring at her tits and it turned her on. Maybe he had fantasies about her. Maybe he pumped his cock, thinking about her body and her cunt. He probably came like a fire hydrant, just thinking about fucking her.

Lana tucked her hands behind her back, thrusting her chest out as she walked slowly back to the Spider. "Oh. I get it. All that violence, now you want a little fuck to go with it. And here I've given you a great big stiffie so you can't get to sleep, even though you saved all those nice people. Shit, that was inconsiderate of me. Guess I'd better do something about that before my mom throws herself cunt-first on that hard-on of yours. Let's just get you comfortable. Can't be too comfortable, getting a hard-on in a full-body condom…"

She put one hand on his hip, one on his thigh, the muscles there as hard as steel and as warm as fresh bread. Bent over him so his bulging cock was only inches from her face. She trembled, excitement flooding into her, her cunt shooting off sparks. Lana moved her hand off his hip. She felt the texture of his suit, the raised webbing, the heat of his body underneath. Until her hand was pressed against the big hunk of meat below his waist. Gently squeezing. Finding out it really was as big, as perfect as it had looked. She rubbed at it like it was a lamp she wanted a genie out of. He took a sharp inhale of breath.

"Like that, huh?" she asked his stoic mask. "Want me to make you jizz in your pants? Least the whole city wouldn't see your horse-dick running down your leg. Bet you have some no-stick water-resistant rubberized motherfucker bullshit that makes it wash right out. Yeah. Wrestling around with Black Cat all the time. Neurotic fuck. Bet you come in your pants like some strip-club loser, then you web her up. Motherfucker. I'm not gonna give you a lapdance, bitch! I wanna see your cock! Show me your cock! You fucking bitch, show me that big dick!"

Trembling hands suddenly sure, she yanked his pants down around his knees. He was wearing briefs, but those went with the trousers. The sunlight through the small windows near the ceiling made his pale skin incandescent, his cock into a pillar of light. Freed, it stood up firm and hard. Lana stared at them, twitching, throbbing, ready to fuck. Her cunt pulsed pleasurably like he'd already been inside her.

"There. You've shown me your dick, you bastard, just like you wanted. Motherfucker. Pervert! It's not even that big a dick! It's not even—" Lana gulped. "Think that strong, silent act is gonna get me to touch it? You think just cuz you have a big prick, I'm gonna shove it down my throat like something out of a porno? I oughta leave you like this. All worked up with the thought of fucking me. Did you really think I'd blow you? Or that you could put it in me? I bet you even thought I'd take it in the ass for you, you fucking cunt. I should just leave you to jack off like the fascist bitch motherfucker you are—"

Lana stroked Spider-Man's thighs lightly, savoring the feel they had without the costume material in the way. His skin was so smooth, flawless, like marble except for the tiny hairs that thrilled and tickled her fingers.

"You're a fucking pig, you know that? You should know I'm not my mom. I don't put out just because you have a prick a few inches bigger than that security guard who keeps catching my mom in the act. But you did save all those people… and you let me and mommy get away… and you're letting us keep our loot…"

A wide grin split Lana's face. She prodded his balls and ran a fingertip up his cock. He remained silent—or speechless. Even as she wrapped her fingers around his prick and squeezed it, ever so delicately. Even as she was amazed by the hardness of his cock, the heat that poured out of it, the velvety feel of the precum rolling off its tip. Because despite everything, his cock was almost soft. He was only half-hard, still.

"I get it! You're some sort of fundie freak-job like Captain America! You're into weird shit like this, aren't you? Showing me your big fucking dick and then not letting me do shit about it cuz I'm some 'fallen woman'." Sneering, Lana licked the light coating of seed from her palm. It tasted good. The bastard's cum tasted so damn good. "Well, guess what, you motherfucking hypocrite! You showed it to me, so now I get to do whatever I like with it! If I want to suck your fucking cock—"

And with no further justification, she stuffed his cock deep inside her mouth. Almost gagged with her own lustful speed. He was as thick as a golf ball and when his cock woke up in her mouth, it grew even more. Seven inches, eight inches, maybe eight and a half deep in the hollow of her throat. Peter tensed and instinctively spread his legs, allowing Lana to shuffle forward nearly into his lap. She knelt between his knees and slipped a hand between her own thighs, inside her cut-offs. Her pussy was warm and wet; she rubbed it like a sweet pet. Worked a finger inside and nearly came from that, moaning into her phallic gag. But no. She wouldn't give this perverted freak the satisfaction.

Pulling her hand away, she reached up and rubbed its moisture into his mask. Let him smell her. Let him taste her. He'd never get her pussy, Lana thought triumphantly as she craned her neck and slid the head of his cock—nearly the size of a plum—down into her constricting throat, where she had to swallow to keep herself from choking on it.Peter was having a very nice dream. He was in a cool, dark lake, floating peacefully, while a waterfall that was just so warm came down on the water over his penis, stirring it up, turning it to hot sea foam that bathed and caressed his member with a million tiny bubbles.

Mary Jane was there, and so was Gwen, and Sue and Cat and Ali and Jean and even that blonde SHIELD agent he had rescued, the captain with those amazing breasts—firm, richly curved breasts that jutted proudly from her like snowy hilltops, perfect half-globes that girls dreamed of getting and women wished they had. And outside of the stuffy but still enthralling SHIELD jumpsuit, in a bikini that (like those of the other girls) put a sexual pressure on her body by virtue of being ever so slightly too tight, he could see the svelte pink nipples that he just knew were sensitive, oh so very sensitive, artistic little dewdrops just waiting to freeze into tiny icicles at the smallest stimulation.

They splashed and played, laughing, happy, safe, while he relaxed and let the waves carry him and the wonderful waterfall bathe him. It was a perfect night, even without any stars, just the black, black sky and the cloud overhead that seemed to form a spider, a great white spider in the dark watching over him…Spider-Man moaned loudly, but the heavy noise wasn't enough to wake him from his sleep. Smiling to herself, Lana swirled her tongue and circled her lips in tune to the throbbing of his shaft. He was getting hotter and hotter inside her mouth, like she was starting a fire with the friction from bobbing up and down on his cock.

Lana loved the new hardness his cock had in his mouth. It was so alive, but the head of his prick was so smooth, slick, swelling against her tongue and tantalizing her with sweet teases of cum. She reached down to his balls and prickled her hands on their coarse hair. The same scant hair now scratched at her nose and chin as she came down to the very base of his cock, where he throbbed hard enough to rattle her jawbone. How could it be he wasn't coming yet? Well, fine by her. She'd enjoy gliding up and down his hard cock as long as he let her.

The superhero groaned in his sleep, even louder this time, and his hands groped blindly down his body until his fingers were halted by the tangle of Lana's tousled black hair. She felt the embroidery of the gloves' fingertips on her scalp, pushing and pulling like the moon on the ocean or the blood going back and forth in his veins, subconsciously wanting her to continue bobbing slowly on his member with her wet, slippery lips. She took him deep again, wanting a louder signal, and she didn't stop until her mouth was splayed on his groin and her throat was massaging his cock.

"Ahhhhh…" he said, quite clearly, half a word but still verbal. Lana joined in the chorus, mewing and sighing as she wrapped his stalk in her tongue. His hips were hunched now, his body swaying to meet her lowering head. Peter was nearly awake, but he still wasn't aware of his surroundings. All he was conscious of what his body's need, the twin desires of his libido and his symbiote. He needed to come. He needed to come inside the needy, greedy mouth that had possessed his cock.

"God, you're good!" Spider-Man gasped finally, eyes blinking behind their opaque lenses. "Really good at this—not in, like, a slutty way…"

He was talking in his sleep. Lana rocked her head up and down like she was jacking him off with her mouth. Maybe he would wake up. That'd be fun, seeing the expression on his face when he—wait.

"Take it all," Spider-Man muttered, real force now behind his jolts forward. His body was trying to force itself into the same blissful pressure his cock was feeling. "Suck it, Sue! Make me come right in your mouth!"

Sue? So, the webhead had a girlfriend. Lana supposed it took all kinds. Still, right now, he was her boyfriend. And she was gonna take a little souvenir of the experience…

"Sue, oh Jesus, SUE!" The symbiote-induced torpor gave way to sudden, vibrant wakefulness, his eyes blowing wide open but unable to focus. His complete attention, every one of his senses, were focused inward on the monstrous orgasm that overflowed from his balls, flooded his shaft, and finally nuked the mouth of his dream lover, his body arching off its resting place, filling her mouth with cock as much as semen.

Much as the symbiote would merge with its host, his climax fell over her delighted tongue and covered her mouth, her throat, her stomach. Only a small percentage of his ejaculation slipped from her stretched lips, but that was more than enough to spill onto her top and forever stain the fabric in what would be yet another point of contention between mother and daughter for months to come. But the vast majority of what he shot into her mouth made it to the back of her throat, and from there to her stomach, as fast as she could swallow it. And Lana could swallow very, very fast.

For almost a minute straight, Peter pumped his seed down Lana's throat, a derrick that'd struck oil and Lana eagerly mining his reservoir. She clung to the eruption like she was starving, now stroking his cock with her hands as if urging him to produce more cum for her to swallow. Every drop of semen was ushered into her belly by a swipe of her tongue. The symbiote had been created to heal the body, and just as it would replenish a man's blood after he'd been cut, it'd been eager to restore his semen after the exhausting night with Silver Sable (among others). But once again, the symbiote did its job almost too well. Peter now possessed the equivalent semen of two years' fruitless production. All of which Lana was happy to take off his hands.

The sheer release overwhelmed Peter with pleasure and contentment. He sprawled back to the bed in a daze. His head, barely lifted to begin with, now lolled to the side with the fuzzy image of Lana's fucked face imprinted ephemerally on his memory. He thought of more than felt the tiny flicks of her tongue as she cleaned his cock of the cum that had dribbled down the sides.

Then, drained both mentally and physically, he surrendered to the all-encompassing glazing sensation that spread outward from his groin. His last sight—or part of the feckless dream he was having—was seeing Lana lick her fingers clean of all traces of his orgasms. She smiled at him with both her mouth and her eyes, and Peter dropped to the lowest level of consciousness, an animal level, where all he knew was the comfortable strain of a day's hard work, the contented quiver of a full belly, and the blissful heat of empty loins.

Lana wiped her mouth off. "Yeah, go the fuck to sleep," she told him, throwing a blanket haphazardly over him. The gesture was deliberately careless, just so he'd know she didn't give a shit if he wasn't sleeping. Then she marched out of the room, letting the doors lock automatically behind her. She needed to find a bed of her own. Somehow, that blowjob had really taken it out of her.Peter slept and the symbiote worked inside his body. It had fed well, both on its host's emissions and, surreptitiously, on the girl-human's own lust. She hadn't even been aware of being drained on a microscopic level, and now, without arousing any suspicion, it had nearly enough life energy to complete its replication.

Only a little more was required—another adrenaline rush, another bright star of pleasure—but the symbiote could wait. Its host had taught it patience, after all.

And soon enough, it sensed another girl-human. Another receptive girl-human, brimming with life force.

The symbiote would laugh if it were capable of such a thing. In its absence, it simply began anew the production of pheromones—now doubled by the addition of its fledgling spawn…"Lana! Lana!" Lori called, dropping her tone until a flea could've told how fed up she was. It'd been hours since she'd gone off to tuck the webslinger in and read him a bedtime story; then she'd up and vanished into the chaos of the SHIELD rescue efforts, getting into God only knew what trouble. Lori circled the makeshift compound again, trying not to draw much attention to herself even as she tried to draw her daughter's very, very rare attention. "LANA!"

Growling, she circled back, darting through and between the many busy worker bees to arrive back at the officer's quarters Spider-Man had been put up in. Fury had assured her, in a flurry of four-letter words that put her teenager to shame, that Spider-Man was alone in there, that he personally had no knowledge of where Lana had gotten to, and furthermore, he didn't give a (here the majority of four-letter words came in) about some high school supervillain.

Smarting at the memory, Lori tried the door to Spider-Man's bunk. It didn't give. Fine. Concentrating her power, Lori made a small explosion right in the lock. Now it opened. She slipped inside, shutting the door noiselessly behind her with years of extralegal experience.

The hero was lying in bed, alone. Well, that was a relief. Good to know that at least a patriotic gimp suit was enough to scare her daughter's legs shut. Then she saw the bundle of fabric wadded at Spider-Man's ankles. Bulldozing forward in disbelief, Lori yanked the thin bed sheet off his lower body. The next moment, her eyes were wide as saucers.

It was a sign of how angry Lori had been that she hadn't noticed the bulge under the sheet. Upon her entrance, it had throbbed and the sheet had moved all the way to its four corners. Now, Lori saw in full what she had overlooked earlier. A cock nearly seven inches long, flaccid. And it was getting bigger.

In a way, breaking into the room had worked. Lori was no longer worried about her daughter.

She reached out a shaking hand, telling herself she just wanted to see if it really was that thick. Or was she being told that? Either way, she wrapped her fingers around his cock and found it quite girthy enough to fill her hand, twitching excitedly against her palm. As if by reflex, Lori began to move her hand up and down. She didn't mean to tease his prick. It just happened. Just as his cock just thickened and lengthened, running with her efforts in wild throbs.

She stared with fascination at the filling vessel of hot, pounding blood, her heart beating faster. Lori couldn't believe its size. Had Lana really taken that? It seemed so. Why else would he be undressed? But it was so big: thick and meaty, throbbing all the way down. She couldn't imagine Lana taking a cock that big; could she herself even take it?

Lori bent lower to examine it. Why was it glistening? Was it—wet?

She gasped, letting go of him, as Spider-Man gave a start. He laid a foot away from her and his cock still came close to her face, with its skin pulled taut over fat veins and its cap burgeoning with dripping precum just inches from her face. It bobbed in the air was if mocking her.

"I… I see what you're doing." Lori pulled her dark hair from its maternal ponytail, letting it fan out as she tossed it to one side of her face in a well-practiced move (one that had landed her Lana's father, in fact). "Lana's got you believing all those nasty little stories about me being some kind of town bicycle. So you think all you have to do is flop out a big cock and I'm yours, huh?" She said it in an exasperatedly dramatic tone.

Spider-Man said nothing, strong and silent behind the stony exterior of his mask. His cock no longer moved, but seemed to be even straighter than it had been before.

Lori took off her cloak. It was getting awful warm in here. "Well, I'm not going to jump into bed with you just because you have a seven inch… eight inch cock," she corrected herself. "I have dignity. Self-respect. I'm a mother, you know! And a damn good one!"

Precum ran down his cock like sap from a tree. A big, no, mighty oak of a tree.

"So one quickie and that's it, no matter how much you beg!"

Lori's panties came off faster than she had done anything in her life."OH GOD YES! WEB ME! WEB ME, YOU FRIENDLY NEIGHBORHOOD MOTHERFUCKER!"

Deep inside Peter's body—even deeper than the engorged cock was in Lori's frantically oscillating body—the symbiote added to the ancestral memories it was passing on to its offspring.

It now knew where Lana Baumgartner got 'it' from.Lori emerged from the room an hour later, glistening with sweat, among other fluids. She was totally exhausted, her breasts swollen, her lips bruised, her fully erect nipples dancing inside her suit as she tried to catch her breath. She could've attempted to straighten herself up before leaving, but she hadn't wanted to chance another minute with that eight-inch temptation. When she'd left, it was still rock-hard, even though evidence of its depletion was presently running down her inner thigh.

She'd heard he had the proportionate strength and speed of a spider, but did he have something else as well? Did the arachnid family fuck like that? Because if they did, she was joining the nearest Buddhist monastery. She wanted to be reincarnated as something with eight legs.

"Mo-ther, there you are!" Lana called, running up to her. Lori huddled inside her coat, wrapping it tightly around herself. "I've been looking everywhere for you!"

"I've been looking everywhere for you!" Lori retorted.

"What were you doing in there? Is Spider-Man awake?"

"He's up," Lori replied. "Oh yes. He's definitely up."When Peter woke up, he resolved to ask Fury if SHIELD sold its mattresses on the civilian market. That was the best sleep he'd had in ages.X-Men, report.

Xavier sat calmly in his office, receiving the mental input of Jean and the other X-Men. With their controversial standing in the intelligence community, they weren't assisting in the evacuation of the Helicarrier, but they were helping with the criminal activity. Already, three of the Sinister Six who'd broken out of the Triskelion were in custody, thanks to Wolverine and Storm. Iceman was working closely with Johnny Storm of the Fantastic Four quell a riot.

It would be important to establish that mutants had been there, on day one, helping the relief effort. It would deflate the inevitable revelation that Magneto was responsible.

Xavier just didn't know why. Erik had always been capable of this wanton destruction, but what did he have to gain? Nothing. And the man never did anything without a purpose.

Unless… unless there was something more. Something bigger in the offing. And this was only…

"A distraction," he said, looking up to the familiar void in the collective unconscious. Magneto's shielded thoughts in the black hole of his helmet. That's what he'd become to Xavier over the years. A gaping wound in the world's psyche.

"Yes," Erik confirmed.

"How dare you. Hundreds dead, SHIELD, the X-Men, the Ultimates, all out of your way so you can be here. Why?"

Erik swayed subtly in the doorway, like a cobra about to strike. "We've always thought alike, Charles. Why don't you tell me?"

"Because I cannot fathom how the man I knew became a monster. Magneto."

Erik stepped inside. His armor, his rage so out of place in the sedate, artistic surroundings. "Finally started calling me by my name, old friend?"

Charles's eyes closed. "Please, tell me you're not doing this. That this is the end of it—some Chess move—and not what I think it is."

"You've always known it could come to this. All-out war. Superpowered holocaust. Like the Neanderthals; we cannot share the Earth. They're destined to die out. Obsolescence. But we can no longer afford to wait the millennia it would take to be rid of them. I'll clear the Earth of their deadwood before the fire can begin. Before it continues, I should say."

"Why?" Charles asked, with all his pain, all his loss.

"For Pietro," Erik replied, and Charles didn't need the helmet out of the way to read him. He just needed to be his friend.

"I'm sorry. But no amount of death will even those scales."

"This is not about revenge. It's about having my eyes open. I've been as blind as you, Charles. In my own lifetime, I've seen what the humans have done. All of history speaks of it. War and famine and ecological devastation. They are incapable of morality. Once before, God didn't like what He had created. It took forty days and forty nights to wash the stench of their blasphemy from the Earth. I will help Him this time. It will be done in three."

"You're not God. I don't know what you are. But they will hunt you down for this. And I will help them. We will stop you while you can still be remembered simply as a madman, and not as a war criminal."

With a gesture, the metal wheels of Xavier's wheelchair were in motion. He was brought before Magneto like a supplicant before an altar.

"I didn't come here to talk, Charles. I came here for the inevitable."

The pulse of electricity was quick and brutal, ripping through Xavier's brain, blinding every nerve and overloading every neuron. He died still thinking they were talking.

Erik took off his helmet to regard his friend as he once had: unencumbered. "To everything there is a season and a time to every purpose under the heaven. A time to die, and a time for a new world to be born."

It offended the hell out of the feminist in her, but sitting in Peter Parker's attic, sewing up his costume, put Mary Jane at peace sort of. It wasn't that it was women's work or some bullshit like that. It was just that while she couldn't do anything for the bumps and bruises Peter took, saving the city, she could at least have him looking natty while he did it. Patching up the holes in his costume, making him look invincible, was the next best thing to being able to heal him. And she still loved the big lug, even if they weren't dating anymore.

Walking around between boxes of Christmas ornaments, old clothes, and family memories, Gwen fiddled with one of Peter's webshooters. "Don't touch it," MJ warned her, but she ignored her.

"I cannot believe he's just out there." Gwen worked the reloading mechanism on the spinneret. "Magneto. He blacks out the whole city and they're just letting him run free. They should nuke that stupid island."

Mary Jane winced as she jabbed herself with the sewing needle. Hated when that happened. "Gwen, c'mon. They don't even know if he's still on the island. They do anything, he might hit us again."

"So we're just letting him rule us, then. He wins, we lose. Fucking bullshit." Gwen aimed the webshooter and fingered the palm-control. It fired a webline out to one of the ceiling beams.

"Gwen!" MJ cried angrily, setting aside her sewing.

"Chill, chill. I'll stop touching it." Gwen began unstrapping the gauntlet.

"He spends a lot of money on that stuff, you know."

"He should get a account then. Kickstarter. Have people donate. I mean, he saves them, right? Least they could do is take a bill from their beer money and give it to him."

MJ took up sewing the suit again. "They're going to catch Magneto. These guys always get caught."

"Yeah, then they always break out… fucking fuckers—I used to think mutants were cool…"

The attic door creaked open and they heard footsteps coming up the ladder. Mary Jane hid the costume under a blanket, while Gwen made one last attempt at loosening the webshooter, then hid it behind her back. Liz came up in her usual burst of cheerleader athleticism.

Since she'd started dating Gwen, MJ had been more prone to noticing women. Liz was easy to notice. Her long, curly hair was a rich gold, not at all like Gwen's pale, Norwegian platinum. Liz's skin was also a deep, juicy tan. And while Gwen wasn't shy, with her belly shirt and hip-hugging jeans, Liz was an exhibition—tight cut-off jeans that clung to hips all the more tightly for how precarious their hold was. They barely reached down to cover the lowest curve of her ass. They similarly clung to the crease of her thighs, while her sleeveless cut-off tee ended inches under her cleavage. She wore no bra. MJ was surprised May had let her in.

"Sup, girlfriends?" she called.

"Nothing… girlfriend," Gwen replied, tone awkward both from hiding her hand behind her back and from her eyes wandering over Liz's golden body.

"I'm in the mood for a pizza, but I'm poor and fat, so I thought I'd split the damage with you guys both ways. How about it? Large meat and cheese from Mancini's, we all go in on it, you promise not to let me have more than two pieces. Okay? Promise."

"Liz," Mary Jane said inelegantly, "do you think we could get a moment? We were kinda in the middle of something."

"Oh. Oh!" Liz said sharply, raising a hand to her mouth. "It's okay, it's cool, I know. You wanna get pizza or not?"

"You…" Gwen's hidden hand relaxed a little. "Know?"

"Yeah. You guys are totally lesbians. I think it's cool. You think I wouldn't rather date a girl than Flash? I am tragically heterosexual. Xena does nothing for me, it sucks. Is that a no on the pizza? Do lesbians not eat pizza?"

Gwen ducked behind a stack of old junk to work the webshooter off her. "Pizza sounds fine. Order-in or take-out?"

Liz didn't notice, wandering to the eyebrow window like it was no big deal. "We should walk there. I could use the exercise.. Hey, what's with that big Hummer with the SHIELD thingey on it pulling up to the curb? Are they shooting a Michael Bay movie here or something?"

17 Ororo Monreoe NTR

Ororo Munroe paused by the street vendor and stared at the headlines on several of the magazines. Well, the ones featuring international news, at least.

WAKANDA BECOMES REPUBLIC: King T'Challa resigns, divorces wife.

She snorted softly. 'Wife'. What a joke. The man hadn't touched her once throughout their entire time as spouses. Always too busy working or plowing one of his cousins and sisters. Not that he had much to plow with. What she'd seen of him in the shower had not been particularly impressive.

She sighed. She had been a romantic fool. A handsome prince, telling her sweet nothings when she was but a slip of a girl, then romancing her with gifts and roses and all the things a woman could possibly desire as an adult. Of course she had accepted his proposal when it came. She thought she was in love.

But T'Challa was cold inside. Calculating, unemotional. Everything and everyone was a pawn for his mind to place in his eternal chess game against the outside world. And when he did show emotion it was only for those of his closest kin, something she had discovered one night when finding the bed empty and going exploring the royal suites. Of all the things she had expected, it was not to find him being serviced by his half-sister on her knees.

She had been heartbroken. Devastated. And then...she grew up.

T'Challa was a king, truly. And much like kings in nature, those who took power by heritage or supposedly divine right tended to be self-absorbed monsters who cared little for anyone but their own siblings or offspring. She had started calling him her lion, and he had appeared flattered. Until she 'accidentally' left a zoology book open on a page explaining how male lions were the worst natural hunters in the animal kingdom, with all other great cats being far better, and the lionesses doing the majority of the work. He'd become suspicious then. Which was what she'd been going for.

When Victor von Doom took away the nation's source of Vibranium he had been irate. It was his main bargaining chip with the Western powers, after all. The following war had been brief and brutal, and he had won...at the cost of his nation. The people were tired of the constant battles he brought with him, and instead accepted an offer from Stark International to begin developing the Vibranium in exchange for building new combat technology for the armed forces. And UN observers for the upcoming free elections.

That had burned him, truly. The thought that he was not their choice to rule them. And then she had given him the divorce papers. The papers spun it as his decision, and that was very likely the work of his press agents. He was still a rich man, and rich men could easily twist and distort truth with the right connections.

But she was free! Free to do as she pleased, free to be her own woman. She smiled to herself, and continued down the street."Living on the edge, fighting crime, spinning webs, swinging from the highest ledge he can leap above your heads, aaAAAH!"

Peter Parker, the amazing, friendly neighborhood and often spectacular (if he said so himself) Spider-Man flailed madly as his web-line suddenly failed to materialize and quickly thrust out his other arm. This time it worked.

"Dammit! Forgot to refill it after that tangle with Electro earlier yesterday..." He sighed in irritation with himself and sailed down to a nearby brownstone rooftop, landed softly and began the quick but boring task of checking his web cartridges.

Only one left, and the one he'd used to save himself just now was one third full. He snapped the new one in and put away the empty, watching the street below for a landmark as to his location. Oh, right, that meant only three blocks away to get home. Awesome.

Ooh, hot chick at two o'clock! Gotta love white hair on a young woman. Looks kinda familiar...nah, I don't know anyone that smoking. Possibly Felicia.

He sighed. He was really getting frustrated. Carlie was...weird. Everyone he knew was praising her to the high heavens to the point where it was getting really, really creepy, but she never actually acted on this supposed attraction they said she had for him. If she was so hot for him and so perfect for him, why did every date end with her giving him the cold shoulder? He wasn't even expecting sex, a simple kiss would be fine, but not even that was in her agenda it seemed. So he handled things with the good old third webshooter as it were, nudge, nudge, wink, wink, and wondered what was really going on. And why sometimes he felt the oddest hint of sulfur around her. No, wait, she was a forensics lab tech, she always hung around chemicals. No strangeness there at all.

Carlie is perfect. Carlie is great. Carlie is my perfect mate.

He blinked. What had he been thinking about? Oh, right. The webshooters were getting low, and he really needed to cook up a new batch. Well, as long as nothing else happened today he'd be fine.

A loud explosion echoed down from the jeweler district ahead, and he sighed.

I knew I shouldn't have thought that last bit...She had considered going to San Francisco to stay with the others, but had decided against it. She hadn't seen her family in some time, and New York was lovely this time of year. Warm, sunny, good food on every street corner, and the theater district was rather delightful. Yes, it would do her good to be away from the violence and drama of her fellow mutants for a while...

The earth shook as something exploded a few blocks away. She smirked with bitter amusement. It could never be easy, could it? Very well, she was not one to ignore peril or danger to others simply because mutants weren't involved..."C'mon, c'mon, c'mon! Hurry the hell up before-"

"Billy! William, Flint, Justin Bieber, whatever the heck you're calling yourself nowadays. I thought you'd given up on the petty crimes by now?"

William Baker, alias Flint Marko, alias the Sandman, looked up just in time to desolidify himself as a familiar red and blue blur was about to strike his head.

"Always was a talker, web-head! Might wanna not warn me of your comin'!"

The wallcrawler spun in mid-air, landing on a flipped-over truck. "Oh yeah. Forgot about those reflexes of yours."

Suddenly a high-pressure spout of water struck him from the side before he had time to react, smashing him into a streetlight and causing the windows behind him to shatter. "Enough talk, Baker! We gotta split!"

Sandman snarled at his 'partner'. "You do your part, Bench, I'll do mine. I'll handle the Spider."

The web-head was getting to his feet somewhat unsteadily, holding his back. "Oh, that's gonna smart tomorrow...Morrie? Morrie Bench? You're working with Sandman again? Didn't you two have enough last tieAIAIE!"

Leaping about like a frog on a frying pan, the wallcrawler beat out the sudden flames in his costume, looking about furiously for whatever was the source. "Aw, crap."

"I suppose this is where I say 'throw another shrimp on the barbie' or something such stereotypical...but I'll settle for the simple; die, Spider-Man!" St.John Allerdyce opened up a barrage of superheated plasma that had the web-head jumping about constantly. "Sandman, Hydro-Man, get the loot. I'll keep the boy in the jammies occupied!"

The two nodded and headed back in the store when suddenly the air thickened with ozone and heat and a bright-white bolt of lightning struck Hydro-Man. The scream was quite horrifying if you didn't know he could survive worse.

"I think not. Common thievery, Pyro? Why am I not surprised."

The Australian mutant ex-terrorist smirked. "Oh, look, one of the high and mighty exes. Or is that ex-high and mighty? Heard about the hubbie, girlie, what's the matter, he wasn't man enough for ya?"Ororo resisted the urge to flatten him with another bolt. Pyro was resilient, but even he couldn't take your average lightning strike. She wanted to beat him, not kill him...then she smirked. How thoughtful of them to provide her with a large body of water nearby...

Gathering up the moisture left in the air by the downed man Pyro had referred to as 'Hydro-Man' she created a swirling, side-ways water-spout and tossed it straight at Allerdyce, temporarily putting out his flames. That split second was enough for the Spider-Man to flip over and lay the man flat with a single punch.

She could hear the crack from where she was standing, and couldn't help marveling at the speed and strength the hero had shown. He was more agile than Kurt, and a lot stronger than he looked. As his catching the suddenly thrown two-door hatchback compact in mid-air and setting it down gently to let the screaming driver out proved.

"Thank you for flying Air Sandman, emergency exits are left, right, up and down, barf bags are not available. Buh-bye now!"

One was down, well, two counting Hydro-Man, but the hardest one was apparently the man made from living sand. He looked at the two of them and grinned evilly. "You two're gonna regret the day ya tussled with the Four Elements."

She frowned. Four..?

"Four? Can't you count, Sandman?" Spider-Man dodged a sudden spike of hardened sandstone where he had been sitting, landing safely elsewhere.

"Sure we can. Can you?" The grin broadened, and Ororo saw the hero suddenly turn in alarm towards her, when a powerful wind struck her in the back so hard she felt as if her spine would snap. She struck Spider-Man with enough force to knock him off his perch, and then everything went dark.Peter wouldn't be the first to complain if a beautiful woman in a skimpy black leather outfit draped herself all over him, but this was ridiculous. He'd managed to take the worst of the impact, knowing she was tough but not superhumanly so like him, but unfortunately that had meant he'd been forced to follow along with the blow.

Then a huge sandstone fist appeared in front of his mask-lenses, and he knew it was beddy-bye time.

"Say night-night, web-head."

Aw, crap.

CRUNCH.Oh, ow. Ow, freaking ow. Ow with sugar on top and tied up with a bow, ow. He opened his eyes. Why was it so dark in here? And why was he pushed up against something warm and unmoving?

The cobwebs (heh) cleared slowly, and he noticed three things. First, he was in a small box, about one and a half by one and a half meters, with three small airholes on the side letting in only enough air to demonstrate to him that he was, in fact, in said box.

Second was that his mask was still on. Apparently nobody had cared about his secret identity.

Third...was that he wasn't alone in the box. Bundled up against him was the woman who'd helped him earlier, what was her name...Storm. Right. One of the mutant heroes. Weren't they all hanging out in Frisco these days?

"Hey. Hey! You okay?"

She gave a low moan, her eyes blinking open. She had the most beautiful blue eyes...

Focus, Pete!

"Yes...yes, I think so. Ah...where are we?"

"Um...sorry to have to say it, but we're in a small box that's been welded shut. I tried breaking out earlier, but no dice. The damn thing must be several inches of solid steel."

Her eyes widened. "A - a b-box? Oh. Ah, um, is, is, is there a door, I have lockpicks, I can, I can open most, ah, most l-locks q-quite easily, i-i-if only I-I-I have enough l-l-light to see by..."

She sounded terrified. "Uh...you okay? You're not claustrophobic, are you?"

She gave him an angry glare.

"Oh. You are. Sorry." He fumbled at his belt for a while, the found what he was looking for. The interior of the box was suddenly bathed in warm red light as his Spider-signal switched on. "That better? There's no door, but at least it won't be dark in here."

She nodded. He blushed, happy that the mask would keep her from noticing. She was so beautiful it was like looking at a goddess. Not to get him wrong, Mary-Jane had been quite attractive too, and Felicia wasn't cat's pee either, but they sort of paled, no pun intended, next to this darkskinned divine vision of beauty.

"So...not a fan of the dark, enclosed space, are we? Me neither. Sort of comes from this really unpleasant thing that happened to me a few years back. Kraven the hunter, this total whackjob with a White Man's Burden huntsman complex and all, buried me alive for a week and ran around posing as me. Took me a whole morning to dig myself out when the drugs wore off. Not that this is the same, we got air, light, charming company..."

She still seemed nervous. Going on impulse he took her hand. "Hey. Hey. Take it easy. We're gonna be fine. None of the guys we fought are that bad. Well...maybe Pyro, but the other guys aren't killers, they'll keep him in line. Once we get outta here, we'll..."

He strained to get purchase against the slick metal surface, and heaved. Still nothing. At least one of them had to know he had trouble sticking to slippery surfaces, because the walls were sort of oily. He sniffed it.

...vegetable oil?

He raised the mask a little and tasted it. Yep, definitely veggie oil. Maize, by the taste. So they were cheap, too? He grinned at Storm, who was looking at his face with the looks of someone desperately trying to distract herself from her current situation.

"Vegetable oil. Maybe Pyro is a cannibal, too?"

She gave him the Look, the one all women learn at birth when men are being silly. "Don't be ridiculous. Can...can you get us out of here or what?"

He shrugged. "Maybe. Strength isn't gonna do it, though. I can't get a grip because of the oil. And the metal keeps you from getting any ideas, I guess."

She nodded.

She has such an adorable accent. No, focus!

"Okay, I have..." He checked. "A little web fluid, nothing that'll help us in here, the Spidey-light only has enough juice for a couple hours total, so we might wanna conserve it, and the box is welded shut. You have a cellphone?"

She looked uncomfortable. "Not on me. I was in civilian clothes when this happened, and left them on a rooftop."

"Oh. Yeah, I make that mistake all the time. Not to mention most my phones get broken. What is it with villains and ambushes, anyway? I'd probably not even know they were out of jail if they didn't attack me all the time."

"I'm sure I don't know."

"Ah! I saw that!"

"Saw what?"

"You smiled a little! Welp, my work here is done. I'll just pop outside for a smoke break."

She had another fleeting half-smirk. "Maybe I did."

"Yeah, you did. So...you come here often?"

Her laugh was refreshing.Gods above, did he not know what he was doing to her? She squirmed a little. Gods, she hoped he couldn't smell her. She'd been without physical company for so long, and here she was laying up against a hard, muscular man in clothes so tight she could see his religion...if he wasn't wearing some sort of padding there, that is. She'd felt the smell of his musk when he raised his shirt to switch on the light, and it still filled her nostrils.

It was strange, really. Her first true love had been Forge, who was a calm, driven man who was serious and quietly emotional. T'Challa had been completely dead inside, passionate only about his political maneuvering. This fellow here, though he talked and joked incessantly, was tender and gentle, and...well, he was making her squirm, enough said about that.

I'm going to have to wash the costume later.

He said something, and she realized she had drifted off a little. "Hm?"

"I said, you feeling better?"

...and now he was still more concerned about her than himself. Well, she was feeling better, this was true. Much because of him. Still, they were stuck in a dark box with-Suddenly the box lurched, tossing them about the inside. There was a feeling of movement, then a thump as they hit soft ground. Then the outside light went out.

Storm squirmed uncomfortably, then crawled up his body to bury her face in the crook of his neck. He was about to make a joke about how this wasn't entirely unpleasant when he realized she was sobbing softly, soaking the spandex with her tears.

Wow. Now I feel like a total douche.

"Oh, no, no, no, hey, beautiful, don't be sad, I'm here. I've gotten out of way worse scrapes than this one. Don't be sad. C'mon."

She swallowed down a sob and looked at him. Good lord, even with puffy eyes and running nose she was beautiful. "I-I know. It's just...usually it's not, not so bad. I, I can take a long while of it now. B-b-but-"

He reached out and wiped away a tear with his gloved hand. "Don't cry...God, you're beautiful..." She flinched, and he instantly felt like a total cad. "Oh, man, I'm sorry, that was really inappropriate, wasn't it? Feel free to zap me a couple times when we get out of here. No charge. Get it? No charge? No? Crickets? Man, my science nerd is shining through, isn't it?"

But instead she was looking at his face as if searching for something. "You...you think I'm beautiful?"

He was about to give her the old trustworthy Peter Parker-ness when he realized she couldn't see through the mask, and after a bit of hesitation he pulled it off. It was getting too humid and musty anyway. He smiled at her. "Well, yeah. Most beautiful woman I ever saw. And believe me, my line of work you run into a lot of lookers. Most of them capable of tying me into a pretzel, so don't think I ever got fresh with'em."

She giggled, and leaned in a little closer. He was becoming very much aware of how her chocolate-brown body was gleaming softly with oil and sweat and rubbing up against him, how her sweat-slick white hair was draping sexily over her face and shoulders, and how her ample breasts were pressing into his chest. Two little hard points could be felt poking against the spandex, too.

"Why do you wear the mask? You're a handsome enough fellow..."

"Why, ah, thankee, kind lady." (don't get hard, don't get hard, don't get hard) "Well, mostly it's for the scare factor. Bad guys can't see my face, and can't tell that I'm scared out of my mind while fighting them. So, scare factor. No, the real reason is because most of the guys I fight are the type to go for the cheap shots. Meaning, family and friends. If they find out who I am, I wouldn't be able to forgive myself."

She was looking at his face more intently now, his eyes mainly. And his mouth. "So...is there a Mrs Spider-Man? Girlfriend? Boyfriend? Other?"

He chuckled. "No, not, uh, not really." He squirmed a little sideways to keep her from noticing his growing arousal. The crotch was well padded and all, but when Lil' Pete made his presence known, well... "No wife, no girlfriend, not really, though there is someone...I dunno. It's complicated. And no, not into the dudes. Or the other options, whatever they are."

Carlie is your life's most precious, your chosen one, your perfect soul mate. Worship Carlie. She is your reason for being.

He blinked. Funny, what was he talking about? He looked down to notice Storm giving him an odd look. "What?"

"You...you just faded out. Stared at nothing for a long time. Are you all right?"

Suddenly he realized he was lying chest-to-chest with a gorgeous woman in very little clothes, and that he was starting to sport the mother of all erections. "Uh, fine! Fine...just - fine. Um. How are you?"

She snuggled closer. "Better."

Carlie is yo-

Her face was so close to his it was almost intimate. Just a few inches away. She stared into his eyes. Then she leaned in, and her lips met his. Just a brief, chaste little kiss. Then another. Then they were kissing fiercely with wild abandon, tongues dancing inside each others' mouth, her arms wrapping around him while he caressed her bare sides and back.

They split apart, stared at one another for a few seconds.

Carli-

Their lips touched again, the kiss deepened, slowed, became much more intense with less haste. Her hand crept down to sneak inside his waistband. "Oh, my. Someone's rearing to play..."

As she pulled down his costume trousers she gasped. "Good Goddess, you're huge! You're blessed!"

He blushed. "Is - is that good?"

She licked her lips and nodded. "Oh, yes..." Then she crawled a little closer, straddling his waist, finally crawling closer to allow him room to aim. One hand curled around his neck for a better grip, the other went down to her costume bottoms to pull aside the leathery fabric of it from the warm wetness below. Then she lowered herself down, his head grazing her nether lips and making her shiver, then slowly spreading her labia wide apart before finally entering her just a little. She bit her lower lip and closed her eyes, then in a smooth, slow move buried his entire length inside her.

Her eyes shot wide open and she started shuddering, letting out little 'oh's, her inner walls convulsing and gripping his cock. She was so tight, and hot, and wet...well, maybe she wasn't so much tight as he was large, he had no clue if twelve inches erect was abnormal or not. Only man he ever saw naked was uncle Ben, and that was by horrified accident when he was a kid and they were at Rockaway Beach.

Ca-

She smiled down at him, hunched up to keep from hitting her head on the too-close ceiling of the box. "I-I think I just c-came a little."

Feeling emboldened by the whole situation, he smirked mischievously and gripped her toned, firm buttocks with both hands. "Yeah? How's this?"

With that he pulled back a little, then drove himself inside hard again, making her yelp and her cheeks color. "Oh! You, you can't be-"

He did it again. And again. After a while he had a good rhythm going and she wasn't speaking anymore, just saying 'Oh' with each thrust, weakly falling against his torso and resting her head on his chest. Then she grabbed onto the shirt with both hands and screwed her face up in a grimace of pure ecstasy, making a long, wailing moan in the back of her throat. Then she fell limp again. He was still inside her, still hard as a rock.

She looked up, her eyes veiled. "That...that was twice you've made me..."

He started slowly sawing in and out, not relenting one iota, and her eyes went wide along with her mouth, which he covered with his in a long, hot kiss. When they had to come up for air she was whimpering, tossing her head side to side. "Oh, don't, don't, not when I just, oh, oh, oh-"

He drove himself inside her hard, not fast, until their pelvises were so tightly pressed together you couldn't but a knife between them. Her inner walls squeezed and milked his cock as she screamed out loud incoherently, and he felt the familiar rush coming from his spine as he came inside her, squirting once, twice, three times.

They both shivered in shared climax, and then they both took a deep, stuttering breath. He was still inside her, though softening now. She reached up to caress his face, then kissed him gently on the lips. "That...was divine."

He grinned, pulling an errant lock of white hair out of her flushed face. "You weren't so bad yourself, lady." Then he sniffed the air. "Man, it's getting kinda ripe in here, isn't it? Think we can ask our illustrious captors for a break?"

She giggled. "I wonder if they heard us."

It was his turn to blush. "Well, if they did I hope they got a real show." He pounded on the side. "Hey! Hey! You out there! Mind letting us out now?"

No response.

"...you think they forgot about us?"

His cock slipped out of her with a wet 'plop', and he tucked it in knowing he would have to wash the tights anyway. She squirmed around a little, adjusting her costume, then rested her head on his chest. "Who knows. Maybe. This is nice."

He grinned. "It is, isn't it? And we don't even know each other's names."

She raised her head to give him a disbelieving stare. "You're joking. I'm famous!"

Knowing it was teasing her he shrugged. "Hey, I don't read modeling magazines. You're a model right? Ow, ow, ow, I'm kidding, I'm kidding!" He chuckled. "...something something Munroe, right?"

"Ororo. And you?"

He blinked. "Huh. 'ororo' means 'delicate' in Swahili, don't it?"

She stared at him. "You know that? Why?"

Laughing, he squeezed her a little closer. "Why does a white boy know that, you mean? I had a black girlfriend in college, she dragged me to a bunch of African studies classes holding her books for her. Not that I minded, learning is always fun, no matter the subject."

Storm - sorry, Ororo, looked embarrassed. "I didn't mean to imply-"

"Don't worry about it. I'm a geek, I pick up bits of fact from all over. Like mutant genetics, to be up-to-events with the beautiful woman in my arms." He hesitated. "And...I guess it's safe to tell you..."

She gave him a puzzled look as he leaned in very close, and whispered in her ear. "My name is Peter Parker. I'm a photojournalist with the Daily Bugle."His breath so close to her ear made her shiver and blush again, and she wished they could stay like this forever. But they were trapped, and he was right, the air was getting stale and somewhat unpleasant after their lovemaking. No...Yukio would have called it a fuck. A good, long, hard fuck.

...she didn't like that word much. Besides, it had been so intense, so giving...damn, was she getting a crush on him? That would be bad. Wouldn't it? Well...

He trusted her with his identity. Hers was public knowledge, thanks to the media scrutiny during the disaster they'd called a marriage. But he...he'd actually opened up to her. Told her this deep, most secret of his secrets. Which reminded her...

"...by the way, how do you make your webs, is it-"

He held up a wrist, pulled the glove up. Underneath was a sleek, metal contraption with thin cartridges attached. "Web-shooters. Built them myself, the web fluid is a kind of artificial spider silk I came up with in high school. Couldn't sell it or patent it, so I use it to fight crime."

She felt her eyes widen. "You built them? Let me see..."

The design was so simple! Nothing she could make, she wasn't very technological, but her time with Forge had given her an appreciation for well-designed items, and this... "This is very nice. And the webs are just chemicals?"

"Yup. By the way, how does Cyclops visor work? Always wondered about that."

She pulled the glove back down again. "Ruby quartz visor. The quartz filters out the eyebeams he makes, he has controls in his gloves to control the width it opens up. Unfortunately it also makes him see everything in red."

He pursed his lips thoughtfully. "You know...well, whatever. What say we get finished dressing and figure out a way out of here? Say, if you can see outside, can you use your powers on the outside?"

She frowned. "I...think so. Why? Lightning might break the box, but it would kill us both..."

He grinned, putting the featureless mask back on. "I have an idea...""...stupid French prick, telling everyone what to do, doing diddly himself, I oughtta drown his sorry ass..." Morris Bench grumbled to himself as he entered the dark storage room for the big welded together safe they'd put the web-head and the black chick in. What the hell were they gonna do with them, anyway? Allerdyce kept saying they should let him burn them alive, but Allerdyce was creepy. Loved his powers too much. Baker said they should call the cops on their location once they were safely away, give'em a chance, but Morris thought that was stupid. Baker was too goodie-two-shoes sometimes.

As for the French guy who was their brains in this Four Elements thing, well, he was smart all right, but also snooty and complained about the food all the time. What the hell was wrong with Cheez Whiz? It was cheese...ish. And why bother with wines with actual corks when a jug with a screw-cap worked just fine and got you hammered just as well?

French people. No sense for the good in life.

He turned the lights on and looked at the safe...and saw a safe that was frosted over on the side where they'd welded the door together, and wide open. "Huh?"

"Take a rain check, Morrie."

The lightning bolt struck from the small cloud that had formed inside the storage room, and that was all she wrote."So when do we fence it?" The Sandman pulled a small crab out of his ear and tossed it away in a corner.

How in the world did...no, no use wondering things best left alone.

"In good time, mon ami, in good time. The Maggia has several good contacts for this sort of thing, but we have to lay low for a short while, non? How you say, the 'fuzz' is looking for us."

"Right. So, when do we fence it?"

Pierre Fresson, alias Cyclone, sighed. This had been such a good idea on paper. His battle-suit, the powers of the three morons on the team, his brains, the backing of the Maggia for what places to hit safely. His brains, their brawn. He'd even thought of a team name to make them feel a little more prone to working together. Not that it worked. Allerdyce was too aggressive, Bench was an idiot, and Baker was...well, a different scale of idiot. "In about a week, when the immediate chase has died down. Meanwhile, we lay low. Got it?"

"Yeah, yeah. I know the drill. So we ordering in pizza or something?"

Pierre shuddered at the thought of what these New Yorkers called 'pizza'. When you were used to actual Neapolitan pizza, these things with dripping grease and bad ersatz-mozzarella were like watching someone try to pass a Volkswagen Golf off as a Ferrari. Not to mention what they called bread. At least their delicatessens had a decent assortments of meats, even if their salamis left a lot to be desired. And that was without even touching their so-called 'cheeses' or the urine-flavored swill they called 'coffee'. "No...no, I think not. There is an excellent Algerian place I dined at last week, they do home deliveries. It's spicy, but good. The menu is over on my desk."

Better than your so-called 'pizza'. Philistines.

"Algerian, huh? That some kinda Arab stuff?"

"North African. You do the ordering, that way you won't get any surprises..."

"Hey, is...is it cold in here?"

He frowned. "...what?"

Another voice broke in, an annoyingly familiar one. "Pop quiz, Blow-drier. What happens if a cyclone is met with an equal yet opposite cyclone wind?"

He brought up a blast of air just in time to be faced with one just like it, only far stronger. And as so often happens...the resulting clash of air currents spun him right around, vaulted him upside down and hit the ceiling. Not once, but twice, and twice into the floor for good measure. He heard something crack inside the battle suit, and almost wet himself when he realized what was going to happen. "Non! The power source, it's going to-"

"Oh, relax, Windmill. It's just a Mk.V Tellarus Industries power cell, even if it cracks all you get is mild radiation burns. Here, let me." A red-gloved hand shot in, popped open the access hatch with trained skill and yanked the power supply out. "There you go. Oh yeah, forgot to mention that removing it with the user still in the suit renders the user unable to move. They'll have to cut you out."

"Connard! You will bring down the wrath of the Maggia upon your head!"

To his even greater anger, Spider-Man put thumb to his nose and blew a raspberry. "Like I haven't kicked you guys' butt before. And that was when you had heavyweights like Carrion and the Super Adaptoid in your corner. Now all they have is you."

Where the devil was Sandman, he'd been there only a moment before! The cowardly crétin! "You have no idea the forces you are tampering with! The Maggia shall find you all, we will * your grandméres, we will slaughter your enfants, and set fire to your homes!"

The only one visible, the Homme Araignée, recoiled. "Wow. You have a seriously filthy mouth on you. Best fill it up..."

Too late did Pierre realize the self-proclaimed 'hero' had been aware of Baker's presence the whole time, as the agile fellow dodged aside at the very last moment as Baker sent a torrent of filthy New Jersey beach sand straight at the immobilized leader of their little team. He barely had time to scream as sand filled his mouth, his nostrils, entered his armor. It was pulled away almost instantaneously, but the damage was done."Wow. You actually shut him up. Nice work, Sandy." Peter dodged again as a mace made of compact sandstone thundered into the ground where he'd been only a moment before. "So, what brought you to start hanging out with those losers? I seem to recall you actually having a shred of dignity left last time we met."

"Always with the talk, web-head. Where's the chick?"

Dodge, dodge, tuck, roll, spin, flip- "'Chick'? Oh, you mean Storm. Well, she figured she'd handle your hothead friend once we took out Frenchie McFrench over there. So...you doing anything later? Because I know this lovely little jail cell with an ambiance that is simply to die for..."

Flip, dodge, flip, tuck, jump...

"Shut up! Just shut up! I'm not going back to jail! They keep me in a damn bottle, you know that?"

...and spin, spin, and land. And wait for it... "Really? I thought they just dumped you on the exercise yard and sucked you up with a Dustbuster during the night."

At the very last second as another semi-solid fist made of sand raced for his head, he ducked his head down. The fist smashed into the heavy power junction that provided the whole warehouse with electricity, which raced into the silicate man and half-melted his body. The scream was only half as bad as the stench.

For about two very long seconds, the Sandman just stood there, his face screwed up in an expression part hate, part frustration and one part massive annoyance. "...I hate you..."

Then he fell over, smashing into pieces of glass fused with sand, twitching slowly.

"I see you handled your side quite well?"

Peter turned to see Storm...sorry, Ororo, dragging a semi-conscious soaked-to-the-bone Allerdyce by the collar. He shrugged, then struck an exaggeratedly dramatic pose, hands on his hips and looking slightly sideways and up. "Science! Silicates are lousy conductors."

Then he relaxed as she smiled at him.

"Do we call the police, or..?"

He nodded. "Yeah. And we'll wait for them to show up, then we skedaddle. Well, I skedaddle. There aren't any outstanding warrants on you, I don't think, so you can talk to the cops."

She frowned. "You're a fugitive?"

"Kind of. Don't worry, I'm no crook, it's just that me and the mayor go way back and it's a whole thing by now. Trust me, better if you face the boys in blue than me." He hopped up on top of the barely conscious Cyclone's shoulders and perched there with his butt right up in the poor man's face. She looked away, shaking with barely held back mirth as the French mobster made a few choked noises. "Oh, relax Pierre, I wash regularly. So...you busy Saturday?"

"Oh? You asking me out, Spider?" She gave him a coy smile.

"Maybe I am, maybe I am. So? Are you?"

She grinned. "I am now."

On the floor, the barely mobile remains of William Baker stirred slightly in order to roll half-crystalline eyes. "Aw, gag me."The basement was just your average suburban basement. Nothing abnormal. Apart from the six foot tall mirror surrounded by ancient arcane runes and crowned by an inverted pentagram.

"Master. The spell is broken."

The one who ruled her life leaned back against whatever he was leaning back against, smiling with a mildly confused expression. "Spell? I don't know anything about a spell. Oh, you mean that binding spell I taught you? Did you use that on someone?"

She frowned. "...yes, master. But somehow he broke free. I did it the way you told me-"

He held out a long-fingered, clawed hand. "Told you? I told you nothing. If I happened to show you a spell you had use for, what you did with it was your choice, not mine. Now, what gift might I lavish you with today, hmmm?"

Carlie Cooper smiled. The Master was so generous. She would give him what he truly wanted. Revenge on the accursed Peter Parker and that cow of a woman Watson...

18 Mary Jane 1

"C'mon, tiger," one famously feisty redhead growled down at her far more famous lover, Peter Parker -- or rather Spider-Man.

The simple fact of the matter was that though the world knew and loved New York City's one and only webslinger, basically no one knew who his secret identity was. He was just another broke college student who moonlighted as a photojournalist; the only exceptional thing about Peter was that he was lucky enough to be shacked up with the hottest thing to hit the big screen since Scarlett Johansson.

Lucky enough, as it were, to have Mary Jane Watson riding his dick like a woman possessed, in desperate need of a mind numbing orgasm and quickly . It wasn't far from the truth. The rising star wasn't shooting today and had lured her boyfriend home during his lunch break with a risque selfie of her poor pussy, damp and flushed with her horniness. There were no words attached to the picture, just a few emojis. An eggplant, a cat, sweat drops, a woman bowing and a woman praying. The modern hieroglyphics got the point across just fine.

Most people in NYC would catch the nearest cab home, but for a superhero like Peter it was easier to go as the crow flies and just take noon traffic out of the equation entirely. Once he changed into his costume, it took him all of five minutes to swing home and crawl in through the window.

They didn't waste time from there. MJ quickly peeled parts of Peter's costume up and down, shoved him on the bed and set to work, clawing at her beau's pectorals and rippled stomach with her long nails as her cunt clapped down around his cock again and again, the wet slaps letting the two make the own soundtrack to their quickie. An eager, devil may care grin split MJ's full, red-painted lips wide open as she felt her orgasm come on, just as quickly losing its lusty edge as it grabbed her focus and threw it out the proverbial window. Whining and panting, she pushed her hands off Peter's belly and braced herself on their bed's headboard, putting all her conscious mind to the roll and rhythm of her hips.

Peter himself took advantage of her sudden opening to slide his hands up from where they had been clutching her thighs, grabbing her breasts and pinching her erect nipples. Though she normally hated the way his hands felt through his suit's 'gloves', it was just right in the moment. The added stimulation was just what she needed to go chasing her lost focus, letting out a sharp and wordless cry as the orgasm she was so desperately chasing ripped through her body. She hilted herself on Peter's hard peter, groaning out and continuing to ride him through her peak and aftershocks, her slick snatch squeezing around him as tight as ever.

"You're so fucking good," she purred down to him once she was satiated, hands leaving the headboard to slide along his arms and close at his wrists, his hands still holding up the perky tits that so many men and women fantasized over after watching her breakout hit, the film adaptation of Wonder Comics' the Revengers. Red Widow's costume was a skintight bodysuit that left little of MJ's shape to the imagination. Millions of people had seen her practically naked. Though she'd never admit it, the reason she was so horny that morning was from reading crossover fanfiction that put Red Widow and Spider-Man in the same universe, unaware that the two fucked every single day.

"Right back at you," Peter grunted, letting MJ guide his hands back down to her hips, his mask rolled up just past the bridge of his nose. By the set of his jaw, MJ could tell her boyfriend was ready to bust a nut. He wasn't shy about letting her know, either. "Babe," he groaned, "Finish me off on your face?" MJ paused, nibbling on her bottom lip as she hesitated.

It wasn't that she didn't enjoy 'treating herself' to a 'nice facial' (her boyfriend was full of impressive levels of shit, and that was his go-to). In fact, when it came to sex? Watching a man squirm and grunt and groan and finally let loose a load was her second favourite part, right behind having an orgasm herself. The former party girl was nowhere near anything resembling a prude. Sex with Peter could get weird with his altered physiology. It could get particularly sticky . In a literal sense.

MJ shivered, remembering the one time Peter came mid-handjob and got her in the eye. She had been teasing him over his 'web shooter', only for them to both learn that sometimes it really did shoot webs . Fresh, hot webbing in your eye? So much worse than a bit of spunk. If things got messy, though, it wasn't like she had anything to do today other than catch up on her Netflix queue.

"Alright," MJ agreed, lifting her ass off Peter's thighs and scooting back from her straddle until she could sinuously shift into laying on her belly between his legs, one hand sliding up his own stomach to rub over his chest. She closed her eyes, her hand slip-sliding along her favorite cock quickly, knowing that even if she pulled out her old 'party tricks' that Peter was going to pop in under a minute. It took just twenty seconds at that point before she heard the telltale grunt and felt Peter thrust his hips up. She pressed her hand down on him, only opening her eyes just a hair to make sure his cock's jizzhole was pointed straight at her kisser.

Thankfully, she did not get any cum in her eye, managing to close her pretty green eyes just a moment before the warning shot hit her.

Unfortunately, instead of ropes of cum, she got a stream of webbing all over her face… her hair… her hands… the ceiling… "Goddamnit, Peter," Mary groaned, releasing his spent cockpiece and sitting up on her knees to begin clawing it off her face while she was fresh. She was going to need a hot shower and fast, before it began to dry and became a nightmare to deal with.

"Sorry," Peter mumbled, apologizing profusely over the next five minutes and trying so very hard to hide his satisfied grin. Even though MJ could barely see him, she could hear it in his voice; she knew Peter like the back of her hand. She got her punch in on his shoulder before stumbling off to the bathroom on shaking legs, almost having to feel her way to it."C'mon, tiger," MJ's mild irritation was palpable across the phone line. Cleaning up Peter's sheer mess ended up taking most of her afternoon. It involved a stepladder and a spatula. When she was done, she didn't want to do anything. She didn't want to see anything. She just wanted to make like a vegetable for a few hours and relax. "And it really can't wait until tomorrow?"

"Sorry, babe. It's due today and Mister Jameson wants--"

"Yeah, fine." MJ sighed, "Tell him I'll drop it off in like an hour or so, okay?" She glanced down at herself. Her agent would kill her if she went out as she was; one of Peter's old shirts and sweatpants, perfect for loafing around.

"You're the best. Love you."

"Love you too. Are you going to be back for--" And -click-. Of course Peter wasn't going to be home for dinner. Even if he meant to be back right after his work assignment, someone in NYC would need Spider-Man more than she needed Peter's presence. She knew better than to take it personally, but it made their lives chaotic.

It was a sacrifice she made for the greater good.

Sighing, she tossed her phone aside and went to change. Even though it was almost a weekly occurrence that she could have planned around, it still surprised her whenever Peter forgot to turn in his weekend chemistry paper each monday. "With great power comes great responsibility," she ranted under her breath as clothes went flying off her. She wasn't going to bother dolling up and being any shade of presentable . "Except, of course, when it comes to personal responsibility, and then all great power gives you is great forgetfulness." The only reason she bothered putting on a g-string was because it just felt like a yoga pants sort of day. She tossed on a tank-top, a baggy hoodie and a pair of sneakers. After pulling her hair into a ponytail, she finished her ensemble with a baseball cap and a large pair of sunglasses.

In other words, she wore the perfect celebrity disguise for visiting Peter's campus. The traffic sucked.Unlike MJ, the Professor planned around Peter's inability to turn in his homework on time.

Every other day of the week, he aimed to be out of his office and out of the building by 4 PM sharp. His favorite student's girlfriend always, without fail, showed up between 4:30 and 7 PM on Monday, all smiles and apologies on Peter's behalf. Even when the Professor didn't have work to do he'd find something to make himself look busy, to make it immediately clear to MJ that she was inconveniencing him. Despite that he would accept the turn-in graciously, chiding MJ and always warning her that this had to be the last time. That her boyfriend Peter needed to understand that there would be no more exceptions to his tardiness.

Each time she came back, she smiled a little sweeter to him and apologized just a little more profusely. Sometimes she bought him coffee, sometimes she bought him a snack. One time he let it slip how big a fan he was of the Revengers, and the next week she came back with a poster signed by half the cast. When he expressed his disappointment and gently turned it away? She brought it back with the missing signatures. Indeed, the Professor looked forward to his weekly meetings with Mary Jane Watson, but not because he particularly liked making Hollywood's brightest rising star simper for him on Peter's behalf.

Well. He certainly liked that part. He was an enormous fan of the Revengers, particularly the Red Widow. With those full tits and bubbly ass wrapped up in a supermodel-esque package and tied up in a skintight latex bow, who wasn't? He just happened to be a bit deeper into her fandom than most others… with a slight emphasis on the 'dom' part. At least, that was the eventual plan. Where others on the internet commissioned lewd artwork, custom parody porn or written smut (really, who reads their porn these days?), he had access to the real deal. He just needed leverage and the right push, and the actress behind the Red Widow would be his first and foremost, him before anyone else in the world. Not her fans, not her boyfriend, not her agent.

His.

That was where Spider-Man came in. Spider-Man's sloppiness did not begin and end at leaving a sticky mess of webs wherever he went. The Professor had set up cameras all around MJ and Peter's apartment -- outside at first, intent on catching candid moments of the two that would let him blackmail the two. It only took a day to catch his first (the two were awful about binds and frankly fucked like rabbits), and within a week he had several pictures of Spider-Man crawling in and out of the apartment's window in a hurry.

At first, he had thought Spider-Man was fucking MJ behind Peter's back; handsome mug or not, there was no way that slim nerd was actually Spider-Man, right? Nope: within two weeks he had footage of them fucking, both of them in costume mere minutes after MJ came home from the Revengers' set.

Her boyfriend's secret identity would make for much better leverage than a sex tape. It was also less illegal if anything went south for him. He was confident that it wouldn't, though: the Professor was a careful man, laying plans within plans and contingencies upon contingencies. His meticulous approach to crime had served him well when he sold his chemistry skills to NYC's underworld and supervillains, shielding him from any consequences. This would be the first time he did something for himself . The first time he dirtied his own hands.

It was exciting. Today, he would give MJ the push. Next week, he'd show her his leverage.

Someone knocked at the door. He glanced at the clock. 6:03 PM. "Come in," he called, and Mary Jane Watson sashayed her way inside in her 'disguise'. He scoffed internally. It would never fool a true fan. Not with those full lips, the way she held herself, her slim but toned thighs…

God, her thighs. On the outside, he smiled, setting aside his pencil and removing his glasses. "Miss Watson! You have something for me from Mister Parker, I take it."

"Sorry, Professor Uris." He resisted the urge to demand she simply address him as the Professor. When he created this new identity, he was very into Stephen King. He hated Stanley's portrayal in the modern IT films. Instead, the Professor broadened his smile and waved his hand in a magnanimous gesture as the beautiful bombshell actress made her way over to his desk and set down Peter's paper. He gave it a glance and suppressed his immediate reaction to cringe when he saw the little bit of webbing stuck to its corner. "Please, dear, just call me Reid."

This wasn't the first time MJ had turned in Peter's homework with a bit of 'evidence' left on it, blissfully unaware. The first time it had happened dispelled any lingering doubts he had on whether or not Peter was Spider-Man; he tested it out of curiosity and ran the DNA therein against a sample lifted from a cardboard coffee cup Peter had thrown away in class, finding they matched. Under those tests, he also learned that it wasn't really a spider web. Unless the two love birds called Peter's bits and pieces his little spider.

Fuck touching that. He shifted the paper towards him and feigned tucking it into a drawer, instead throwing it into the trash can next to his desk. He'd just give Peter an A. It was the least he could do and besides, it was probably an A anyway.

"Sorry, Reid. We really appreciate the leniency, Peter's boss is running him ragged," MJ admitted.

"It's fine. Actually, I'm rather glad you're here. I had a favor I wanted to ask of you in light of, ah, all the favors I've done for you," the Professor admitted, reaching down to the drawer again and this time withdrawing something: a small, clear glass jar of an opaque ointment that he set down on the desk and slid towards MJ. "It's a skin cream," he explained with a patient smile as she picked it up. "One I'm hoping to sell. Teaching doesn't pay that well, you know."

Teaching was really just his cover. After his last job, the Professor was set for life. "So what's the favor?" MJ asked, her green eyes barely peeking over her sunglasses' rim with the angle of her face.

"Well, I've been using it myself, but -- you know. It's a product for twenty-something year old women, not men in their mid-forties. Would you be willing to try it for a week and maybe provide a testimonial? It would help me a great deal."

MJ creased her brows and glanced down at the bottle. Trial a homemade skin care product? It sounded like a recipe for disaster. An untimely rash could ruin her career, but Peter raved about how brilliant Professor Reid was, so…

"Sure," she said, slipping it into her hoodie's pocket. She didn't notice the Professor's smile grow or the predatory gleam in his eyes, the latter soon lost when he replaced his glasses. Hook, line and sinker.

"Thank you so much." He didn't lie to her. It was a skin cream (maybe he lied a bit; he sold the formula years ago). It just also happened to be laced with a topical aphrodisiac and a special little surprise he prepared for her."C'mon, tiger," MJ moaned out, low and throaty and anything but happy. "Harder than that. C'mon, harder," the world famous redhead panted, using one hand to claw out her frustration on their duvet. Her face was pressed down alongside it, her hips lifted high and proud for Peter's convenience while he rammed into her again and again, already giving it to her hard, certainly harder than he ever had before. Her other hand clutched her precious Hitachi wand, holding it fast to her clit to keep her pleasure rolling.

While the two fucked like rabbits, the last six days were practically them running a marathon. MJ's already high libido had been out of control. When they were both at home, they couldn't go more than two hours without her grabbing Peter's dick or grabbing his wrist so she could make him feel how wet she was. If her boyfriend wasn't around, she went for the closest toy. On several occasions, she simply made do with the nearest rounded object. Fucking herself on their kitchen table with a rolling pin was a low point for MJ, a secret she was intent on taking to her grave.

"I'm gonna cum, babe," Peter grunted out as he pistoned into her sore pussy, well abused at this point, the skin around it considerably reddened. She already had two loads of his cum in her, spread and smeared all throughout her slick, needy hole from his vigorous fucking.

"Fuck," MJ groaned, and a moment later cried out sharp and wordless when she felt Peter fire his third deep inside her. She let the Hitachi fall from her fingers and began to slump, welcoming her lover's warm weight across her back as he recovered from their ordeal. But where Peter was satisfied, Mary Jane only felt pent-up frustration and jealousy. Her orgasm was faked, and she was profoundly jealous of his. Peter was a great lover and always made sure her needs were taken care of before his own, but for the past week, she just couldn't cum.

Each time she stopped Peter or herself from trying to hit that peak, it wasn't because she didn't want to, it was because her pent-up pussy was practically begging her to give the poor kitty just a little break, even if it was begging for more not five minutes later. It was frankly impossible for her to do anything, let alone dedicate any brainpower to figuring out what was going on with her apparently masochistic cunt. The only things she had time for were routine activities that were so easy they required no thinking at all. Sleeping, showering, applying her skin cream, eating breakfast…

If she had mentioned it to Peter, he would have probably pointed out that the only difference in her routine between the week before last week and last week was her new skin cream. It may have saved a great many people a great deal of trouble over the coming years.

But Peter Parker was Spider-Man and as far as Mary Jane Watson was concerned, his girlfriend's sexual frustrations were not his priority. Saying anything at all would probably sound like she was blaming him, and she was sure, absolutely sure, that he wasn't the problem.

The next time they fucked, she suggested getting kinky. Even ceiling sex didn't do it for her anymore, and if there was one thing MJ loved it was ceiling sex.Knock, knock.

4:30 PM almost on the dot. Very punctual of her , the Professor thought to himself. He appreciated that. Time was a precious thing, and he loved saving it. Instead of calling her in, the Professor got to his feet and crossed the room to open the door. "Miss Watson," he began, already smiling. A familiar janitor squinted back at him, one hand raised to the door, the other on his cart. He was not one of the Revengers.

"Oh, Larry." The Professor's smile slipped. "Could you save my room for the end of your rounds? I'm expecting company," he admitted. Larry gave him an eyeful, shrugged and turned, wordlessly pushing his cart on. The Professor rubbed his brow and closed the door, making his way back to his desk. Just as he started to ease into his seat, someone knocked on the door again. "Fucking Larry," he grumbled, getting up and moving back over. "Larry--" he began, ready to give the laconic man a piece of his mind.

"Oh, Miss Watson." The Professor summoned his smile back. The redhead looked a bit out of sorts, her eyes unfocused and her mouth slightly open. In a word? Distracted. She was picture perfect without her disguise, in her gray Spider-Man tee ( really? ), jeans and red pumps. "So good to see you again," he told her warmly, offering her his hand.

"Yeah, um, you too. Reid." MJ smiled back at the sight of his, just as much a reflex for her as it was to accept and shake his hand. With that, he had her in the palm of his hand. Literally. He squeezed hers. "Reid? Ah… Professor?" His proper address snapped him back. Maybe the handshake went on just a little too long, but it didn't matter anymore. He patted her hand with his other one and stepped back, waving her inside.

"Why is the campus so empty?" MJ murmured as she followed him over to the desk, taking a seat at his waved invitation. She squeezed her knees and thighs together, shifting to find some amount of comfort, some way she could sit without being acutely aware of her cunt's burning need, or feeling tortured from just her boyshorts' material rubbing against it.

"It's a state holiday," the Professor gently reminded, giddy inside that the ointment had affected her to this degree. "You're not here today because of Peter, remember? You're here because…"

"The ointment. Right," MJ blinked her eyes a few times, placing her hands in her lap and curling her fingernails into her palms, trying to focus. "It um-- yeah. It was great. I'd love some more," she confessed, sure that she had seen improvements in her complexion over the last week, if only because she had been told so. "It feels pretty great, too."

And she's addicted, the Professor thought to himself as he beamed at poor little Mary Jane Watson. He reached for a handkerchief, starting to scrub the counter-agent he had covered his hands with -- the special little 'surprise' in the ointment was a poison that interfered with the afflicted nerve system, preventing little things like, say, the not so mythical female orgasm.

MJ was cured, at least for now. "I'm delighted to hear that," he told her with a broader smile, reaching into the desk to remove another bottle and sliding over another bottle to MJ, who smiled as she took it and tucked it into her purse. Before she had a chance to say anything else, the Professor rose from his seat and leaned forward, turning his laptop towards her. "You should see this." The video was already playing. Before removing his hand from the device, he unmuted the volume.

"C'mon, tiger," one famously feisty redhead growled down at her far more famous lover, Peter Parker -- or rather Spider-Man.

Mary Jane Watson blinked at the video, then blinked again. Even through her lust addled haze she recognized their bedroom, her body, Peter's body. Peter's costume. She gasped, her eyes widening. Though one of her hands kept pressing down against her thigh, the other shot up to cover her mouth. Her expression was mortified.

The simple fact of the matter was that though the world knew and loved New York City's one and only webslinger, basically no one knew who his secret identity was.

Except, evidently, the Professor. "What…?" she began to ask, lifting her eyes from the fetching sight of her ass bouncing as she rode Spider-Man to orgasm to the Professor's more average features, his once kind smile gone bastardly.

"Over the last year, my dear, I've accumulated a considerable trove of evidence regarding Peter Parker's illegal vigilantism." He laid a hand on the back of the laptop's screen. "Out of concern for your safety, you see. The man is a menace," he opined with a slow shake of his head, punctuating the statement with the soft snap the laptop made when he closed it.

"W-what? No, he's a hero. Um-- Spider-Man, I mean," MJ stumbled to her feet, bewildered but hopping immediately to her boyfriend's defense. She was right, of course, but the Professor was blatantly bullshitting her. He wasn't interested in her safety, he was interested in her body and anything that laid between him making her his little minx.

"Mary Jane," the Professor said more gently, "I need to send this evidence to the proper authorities and press. He's practically an urban terrorist. Think of all the people he's hurt over these last few years." People who, generally speaking, almost always deserved it.

"No, Professor! He's not, I swear. You can't," MJ panted out, her pumps clicking on the floor as she stepped around the desk, almost mindless in the way she reached out for him and curled her fingers into his sweater vest. It was all a little too much, a little too quick for her in this state. Visibly flustered, she took to pleading. "Please, Professor."

Oh, I like that. I like that a lot , he thought to himself. I'm going to get used to you saying that. The Professor sighed and looked away. "Well…" he began and trailed off, glancing down at MJ's face through the corner of his eye.

Tears welled in hers, the shimmering green a sharp contrast to her red face and redder hair. "Please," she begged. "You really can't. New York City needs Spider-Man."

"Alright," the Professor relented with false reluctance, much to MJ's immediate relief, a smile lightening her distressed expression. "But only on one condition," he added before things slowed down and she had an opportunity to think this through. He raised his hands, taking her wrists and prying her off his sweater vest. She would learn better than to touch his sweater vest over time. It was special to him.

His mother knit it for him. She probably wouldn't be too proud of her son but hey, she was dead and he didn't feel particularly beholden to the pride or shame of the deceased. "O-oh, yeah. Anything," she promised, exactly what he hoped she would say. She took a step back and looked to him, all trust in her practically intoxicated state.

"Grand," the Professor declared and continued without beating around the bush. "Get on your knees and give me a handjob," he told her with a gesture towards his tented crotch. MJ only stared at him, her jaw dropping until her mouth hung wide open. He gave it a second, his eyebrows lifting expectantly, and then reached down to unzip his fly. "That's good," he told her as he fished his impressive cock out, smirking at her open orifice. "If you'd rather suck, go right ahead," he told her, bobbing his stiffness in his hand before releasing it.

"P-professor, I have a boyfriend and this is--" MJ took a step back when her wits returned, hands raising as her eyes fell, staring in shock at his dick. Horrified as she was, her pussy clenched, her body disagreeing with her mind. It wanted that thing ramming into her snatch.

"Blackmail," the Professor confirmed, taking a step forward.

"I was going to say wrong," MJ quickly retorted, wetting her lips nervously. He only shrugged at her, motioning down at himself. "I'm not going to touch that thing," she told herself more than she told him, taking another step back.

"That's your choice to make. I'm going to give you until the count of five to reconsider it," the dastardly Professor offered, taking another step after her.

"One." MJ's eyes darted up from the eager cock to his face. As impaired as her judgment was, she could see that he was completely serious.

"Two." Her eyes jumped back down. It was a pretty nice cock and not too different from Peter's in shape or size. And a handjob basically wasn't sex at all. "Thre--"

"Fine," MJ interrupted, surprising the Professor. He had expected her to wait it out until the last moment. Apparently, he underestimated just how horny a slut MJ was before she had a solid week of aphrodisiacs constantly soaking into her body through her skin. The movie star swayed forward. "Do you have a pillow for me to kneel on?"

"Nope," the Professor replied immediately. There was, in fact, a pillow on his chair, but fuck if he was going to let her put it on the floor and potentially get it dirty. MJ bit her bottom lip but didn't so much as breathe a complaint, taking another step towards him before starting to sink to her knees, bracing herself with one hand on his thigh. Her other hand, now trembling, reached up to take hold of her blackmailer's cock, giving it a ginger stroke while averting her eyes from it, from him. There was an interesting poster about the periodic table to her left. She focused on that.

He wasn't having that.

"My face is up here, Miss Watson," the Professor grunted. "You're supposed to be giving me a handjob, not tickling my dick." The red in her already flushed face deepened to scarlet. Trepidatious, she looked back up at him and sped her digits, trying and failing to ignore the spreading warmth from her pussy. Or the warmth she was clutching, for that matter. She bit her lip harder when their eyes met, trying to ignore the intensity in his eyes too, the sort of thing that always made her weak in the knees. She ignored her hand slipping down his leg too, and ignored her fingers unbuttoning her jeans to slip inside her panties, answering her neglected kitty's increasingly needy cries to hop on his cock, gasping softly at her own touch.

"You really need something in your mouth," he observed above her.

"You said a handjob," MJ protested, but he was already reaching down to put a hand behind her head and shove her face in and under his cock, her lips pressed against one of his balls. After a moment of token resistance, she opened her warm mouth just enough to take one in, tickling and laving over it with her eager tongue, which she very dutifully ignored . She kept the handie going, not even noticing when the Professor's hand left her and she was free to spit him out.

Even though she tried to keep her eyes up on the professor throughout the handjob and ballsucking, MJ was quite thoroughly distracted by the fingers she had spelunking her tight little cunt, closer to an orgasm than she had been in a week. She knew deep in her bones if she kept going, this was it. This would be it. She was going to get to cum…!

She gasped in surprise around the ball in her mouth when the Professor came with no more warning than a raw grunt. The angle she held him at had his jizz spraying straight up, and of course what comes up must come down. Some of it landed in her hair or on her clothes, but most landed wetly on the floor around them. When the brief rainshower was over, he let out a contented exhale and pushed her off of him, taking a step back. "Well," the Professor said, satisfaction in his tone. "That was quite nice, thank you. Once you've cleaned up, consider us square."

She reluctantly drew her damp fingers out of her panties, zipping her own fly back up. "Alright. Do you have any paper towels?" she asked, licking her lips to mask her disappointment, something she failed at.

"Nope," the Professor proclaimed, taking a step back and dropping unceremoniously into his chair, all post-nut blitheness. He leaned back in his seat, glancing down and over at the spatter he had offhandedly tasked MJ with cleaning. While the janitor was coming, he didn't want the janitor to know anyone had cummed. "Just use your tongue." He turned away from her right afterwards, reaching for some more 'papers to grade'.

Really, whenever MJ dropped in he was usually just doing the Times' crossword.

MJ stared at his turned head with shocked indignation, then slowly let her eyes fall down to the nearest cum spill. If I tell him no, he might reveal Spider-Man's secret anyway, she thought to herself, gnawing on her bottom lip for a moment, a plain lie to herself. She slowly bent down, hands to the floor as she gingerly brought her long tongue to bear on the fruits of her literal handiwork, spilled as they were on the cold hard floor. She swallowed it down when she was done and moved on to the next.

The Professor was reaching for his handkerchief, when he heard that swallow, intending to throw it over rather than be a complete monster about licking cum off the floor. He stared at the sight of the movie star starting to lap up another load of cum from the floor and after a moment put it back.

Fifteen minutes later, a shivering MJ climbed into the back seat of her car, still parked in the campus' parking lot. Suffering as she was, she had packed a vibrator into her purse in case of any sudden emergencies. This certainly counted..

19 Mary Jane and Doc

Peter woke from his pleasant lull in the meeting, the tingle in the back of his mind as sharp as it had ever been. A threat? Here? In the middle of the Avengers' latest multi-billion-dollar extravaganza of a bunker?

He might have panicked, except his spider-sense had been triggering like crazy lately for no good reason. At first, he thought it was some vague threat to the city, something someone else was dealing with, but no one was checking in with anything weirder than the Blob losing a couple hundred pounds on a keto diet. Rumor had it he was going straight as the face of a new brand of diet soda.

But apart from that oddity, most the city's villains apparently were taking five from the world-ending events. Even they must have been getting tired of the one-upsmanship of the world's biggest bads. As far as the superhero life went, things were surprisingly normal, and maybe that's what worried Peter the most.

"...so that's the report from Blue Marvel," Cap droned on. "Up next, Firestar and Swordsman have a presentation for all of us on workplace safety tips." Everyone groaned, and Cap raised his hands. "Hey now, safety is as important-"

Noh-Varr leaned over and punched Peter's arm. "Hey," he whispered. "You awake?"

"Yeah." Peter glanced around and rubbed the back of his head. "Sorry. Just... have a weird feeling something's wrong, that's all."

"I got a bead on some pimps up in Manhattan. Want to go beat the hell out of some kid peddlers when we're done here?"

"Sure. Be the highlight of my week."

Most of Peter's fellow Avengers around the ginormous wood table looked as bored as he'd been just moments ago. He eased back in his chair, troubled, but unable to finger the source. But at least now he had some action to look forward to. Should he check in with Mary Jane before then?

Nah, he decided. She knew he needed some action. Hell, she was probably grateful for a break from him anyways.Maybe he should have.

Peter's girlfriend sat back on her heels. Apart from the tiny string of her panties sliding down through the crack of her ass and up between her puffy pink folds, the shoes were the only thing she was wearing. Her delicious bubble butt splayed out on her calves, giving the floating drones one hell of a view. There was nothing sinister about them. The good doctor was simply using them to create a perfect 3D image so they could both relive this memory over and over and over again in his high-tech VR goggles later.

The busty redhead swallowed Octavius's meat, her eyes closed in pleased rapture as she held him deep, breathing through her nose. Mary Jane came up off him an impressive amount of time later, gasping as a droplet of drool hung from the corner of her mouth.

She wiped it away with the back of her hand and rested his cock against her lips, staring up at him. "I've missed this," she murmured.

"Doing this with me? Or just having a cock in your mouth in general?" Doc Ock asked, reaching down to stroke Mary Jane's cheek as he sneered at her. The expression would have pissed her off a year ago. Now, it made her want him even more.

His new body wasn't anything spectacular. Not even amazing. It was ordinary in every way. Octavius's cock was average. His muscles were there, under the surface, but already he was giving way to a little bit of softness in the midsection. At least he listened to Mary Jane about the awful haircuts, and now he wore it brutally short and chopped. It gave him sort of a wild feel, like the villain he used to be.

But - and this couldn't be stressed enough - the body was young. The twenty-one year old had been the unfortunate victim of an errant mental blast from some villain or another - or at least, that was the story the X-Men's PR department was telling people, rather than the truth that Psylocke had gotten drunk, ended up in a college gangbang, and accidentally blew the fuses in the kid's mind when she fucked him to his third orgasm of the night. Octavius picked the young man because he had no close family, and his coma was expected to last the rest of his life.

Now, Doc could go. And go. And go. And go. This blowjob was just the preliminaries. Her appetizer before the main courses. And that wasn't even getting to the doc's best feature - his mind.

Well, okay, his mind - and his toys.

"You know I mean you," Mary Jane said. "You cocky jerk."

"You love this cocky jerk," he said, flexing his cock against her lips.

Mary Jane kissed his tip and grinned. "I really do."

Her mouth opened wide, her pretty pink lips wrapping around his rim as she stared up at him, swallowing only Octavius's first inch or two and sucking it fast and hard. However many times he fucked her face, Octavius never tired of coming on it. It was her best feature, even better than the ballooning tits or her shapely ass.

He loved the way she hungered for his dick in any of her holes. Never had he taken a woman in the ass before until Mary Jane begged him for it when he was in Parker's body. The lewdness of her desires shocked him so much he revealed who his true self really was, but she had known all along. Ever since he flipped her over onto her hands and knees their first night together and fucked her like a panting dog, Mary Jane knew. Peter, apparently, liked her in about two positions, and that was it for the choir boy. Octavius was, on the other hand, a man of devious tastes and wild fantasies, and Mary Jane yearned to enact all of them together with her own wicked desires. In her, he found a profound soulmate, someone struggling to be good when she was really bad. In him, she found the hero she actually wanted, a villain on the surface who desperately wanted to be good. And in each other's bodies, they found the happy medium, a safe place for their debaucheries to meet and mingle.

She devoured him again, her big beautiful eyes flicking up to meet his own as she swallowed inch after inch of him deep down until he hit the back of her throat. How he loved her like this, her beautiful face so lewdly used and debased. Her makeup was, as always, precise and expertly done, and in mere minutes, if he had his way - and he would - Octavius would see it smeared and dripping down her face along with his own juices.

Perfection made even more sexy by the imperfections.

"I want you to think on something before lust overwhelms your mind."

Mary Jane slid off him with a wet slurp. "You really are cocky today."

Octavius smiled but it was distracted. "I want you to leave him."

Her eyes widened, and without responding, she sucked his first inch down again, her long tongue playful and quick against his tip.

"Move away with me. California, perhaps. With your acting career blossoming again, you could have a new life there. And my work can continue with the help of Silicon Valley. We are this close to a realistic, cost-effective transdimensional mining operation that could-"

She came off him again, and gripped his cock with one delicate hand, jacking him quickly. "Octavius?"

"Yes?"

"Shut up and enjoy the blowjob." She sucked him again quickly, just his mushroomed tip, and popped off him immediately again. "Besides, I already left him a letter."

"A... letter?"

She blinked up at him slowly, smiling. "Maybe I had the same thought as you. And even if you said no... well, we were done."

Octavius groaned with pleasure, both physical and emotional, and she snickered softly before he rubbed his cock against her lips again. This time, Mary Jane's eyes focused on the task at hand, and she began to jack him quickly as she sucked and slurped his first inch or two, hurrying to make him come. The way she rocked back and forth on her heels let him know she was pleased doo, and it wasn't long before her free hand snaked down to her flimsy g-string and her naked sex around it. She pulled the material tight at first, then slipped her hand down under the fabric, playing with her sex as her lips bobbed back and forth along Octavius's dick.

"Is my sexy redheaded slut wet for me?" he asked. She looked up at him again and sucked him deeper, his cock making an obscene bulge against her cheek. He gripped her hair and swept it away from her face, jutting his cock deeper on her next bob, hitting her tonsils. "Wait until you see what I have in store for you, Mary Jane. A good cocksucker like you deserves a reward. And you'll get so many of them."

"Essss," she hissed around his prick, and sucked him harder still, her face working fast back and forth. Her fingers against her sex made soft wet squishing noises, sounds that were picked up wonderfully by the drones floating all around them. He wanted so badly to take her now, to flood that warm, wet cunt with this young body's seed. She made Parker fuck her with a condom. With Octavius, he demanded she take a contraceptive injection of his own design so he could feel her depths and fill her with his seed. Nanites within her body kept her from having children so long as the both of them decided they didn't want the interruptions in their personal lives. But if Mary Jane decided she wanted to have children, with the use of a secure app, she could flush the nanite chemicals from her body within an hour - or reverse the process, and increase her fertility and sex drive.

Octavius had come up with the nanites when he was in Parker's body, and tested it out on a willing Susan Storm, who believed him to be the real Peter Parker. She wanted another child with Reed Richards - why, Otto wasn't sure, since he would have been more than willing to supply the busty blonde mother with another baby, a far superior specimen than anything Reed could have given her. But that was Susan's choice, and he abided by it. After testing the contraceptive chemicals to his satisfaction, he reversed her nanites, and got a phone call within four hours begging him to turn the nanites off. Apparently they'd made her so horny she fucked Reed Richards and Namor until their cocks could take no more, and was now riding Benjamin Grimm's thumb after he coated it in a cyberskin spray he used for his hookups. As she was cresting her seventh - seventh! - orgasm of the day, Octavius rushed over, and after allowing himself the use of her prodigious tits, helped free her from the nanite chemicals.

He expected Susan to be less willing to participate in the second round of trials after that, but oddly enough, she jumped at the chance, slobbering on Octavius's cock while Mary Jane fingered herself on the couch, watching the pair of them rut like mad animals - and that was before he'd even administered the second shot.

Now Octavius had the formula worked out, and Mary Jane was protected from pregnancy. Sadly, one could not experience the enhanced sexual drive and the contraceptive chemicals at the same time, but the bombshell redhead's natural hunger was plenty enough for the both of them.

The busty redhead's saliva bathed him in warm wetness as she fingered herself hard. One of the drones whirred in close and she gave it a glance and a wink with his cock edging her throat. Every time they reviewed the VR footage in the years that followed, it was that moment where Octavius usually came again. It was absolute perfection, his slutty big-titted actress girlfriend, still technically with Peter, with a mouthful of his cock - and loving it. He gripped her hair tighter and began to thrust his hips back and forth, taking her mouth. His moans of pleasure elicited a matching one from Mary Jane too, and she whimpered as he drove his cock back and forth into her mouth.

Now that he had control, she shifted positions while still swallowing half his meat, getting on all fours and sticking out her round, delicious ass for the cameras. With an even better view of her impossibly trim waist and flared ass, Octavius knew it wasn't going to be long before he burst. He tapped the top of her head, and Mary Jane looked up at him, grinning. He pounded her face a few more times, his balls slapping against her chin, and finally Octavius grunted, "Taste it, slut."

Before her, he would have never called a woman by such a foul name. But Mary Jane woke something in him and taught him her love of dirty talk, something she sorely missed with Parker, whose soft exclamations of love in the bedroom had once excited the redhead, but now bored her to tears.

Mary Jane opened wide as his come rocketed out of him and down her throat. She swallowed and swallowed and swallowed, the drones again doing an excellent job of catching both her magnificent lips gleaming with spittle and the few dabs of come that leaked their way out as well as her neck muscles working to swallow every bit of him down.

When Octavius was spent, she leaned back and wiped her lips with one delicate finger before sucking it down. "Mm. New formula?"

"Like it?"

"I could eat gallons of you."

He grinned as he guided her to her feet and gave her a gentle kiss, the only gentle thing he'd do to her that day. "Good. It's going to market in a few weeks. Gustavo is projecting half a billion dollars in profit in the first two months alone."

"I can see why," she murmured as he pushed her back towards the expensive couch. Everything in the place was pricey. Gifts from his worldwide investor allies, who in just a few short months he'd made some of the richest men to have ever lived. The building they were in used to be a warehouse, but some hipster converted it to a massive living space. Octavius liked both its spaciousness - it helped to have his own workspace even at home - and the creature comforts it provided. It would be a nice place for them to crash should they feel the need to come back to New York City.

Octavius seated Mary Jane and knelt between her legs to taste the sweet folds he dreamed about every night. After he tore away her flimsy undergarment, his tongue slid from her base to her clit, and he sighed contentedly before diving in with more enthusiasm. She spread her long legs wide for him and the cameras, and tossed back her red hair.

"I'm worried for him, though. Leaving him behind like this."

Octavius snorted against her lips. "Now? You want to have this conversation now?"

"I'm serious."

He glanced up at her. "Parker is no longer the boy against the world. He has allies. And besides, Felicia will be at his apartment in hours after she finds out you've dumped him."

"Silk too, probably."

Octavius thought about that and smacked his lips. "To be that boy again for a night..."

Mary Jane bopped the top of his head. "I'm the one for you now. Though I don't mind a few treats."

He grinned up at her and gave her a playful lick. "Good. And as for Parker's rogues' gallery, I have seen to it most of his major players will be more... reticent to resort to a life of crime again."

"What do you mean?" Mary Jane asked, intrigued.

"The nanites gave me another idea. That, and the pandering science fiction movie you made me sit through."

"Wait. Demolition Man inspired you?" she asked, giggling.

Octavius rolled his eyes. "Yes. All right? In any case, I cannot stop all the world's crime. I am not a god."

"Well, maybe in bed."

"In any case, I have secured safety for your boyfriend and the world at large. The Venom symbiote has been genetically modified to infect and effectively depower anyone who may be immune to the nanites. Reed and Victor have begun working together to insure Earth's defenses against the biggest intergalactic threats, a pairing I have no doubt will result in centuries of blessed peace."

"Octavius... did you..." She gasped. "You saved the world."

"No," he said reproachfully. "I just wanted to fuck my girlfriend in peace without some time-traveling monstrosity threatening to destroy my cottage in France or the villa in Mexico every other week. And besides the fact that I am fucking his girlfriend silly, I... respect Parker."

"You are in serious danger of making a girl fall in love with you," Mary Jane said. "Come here, you."

He rose up, and she kissed him again with a hunger that didn't match the tears forming in the corners of her eyes. He didn't like to see her cry, and so he placed one foot upon the couch and presented his flaccid cock for her to kiss and suck once more.

"Payment for services rendered," she said as she gave his tip another smooch.

He settled between her legs again. Mary Jane Watson's pussy was a thing of gleaming beauty. Her lips weren't symmetrical, leaving it looking something like a crooked smile. And she was so wet and responsive to his every touch. Their first night together when he was still in Parker's form, neither of them slept, and by the end of it, he was sorer and number than she was. Mary Jane was a marvelous testament to her sex, rivaled only by his long-gone wife.

He spread her wide now with two fingers on each hand, giving the drones hovering around his shoulders an excellent view of her depths. She reached down and slid a finger of her own along her glistening core before bringing it back up and sucking on the digit for the sake of the cameras. Octavius wasted no more time, and leaned in to thrash the redhead's pussy with his tongue, his nose pressed against her soft mound and the thin line of well-trimmed red hair pointing the way for his tongue, his mouth, his fingers... his cock.

She tasted sweeter and creamier than anyone else, thanks again to his formulas. Someday Octavius wanted to experiment with those big bouncing breasts, maybe to see if she could produce cream without sag and deflation. The thought excited him, and he lapped at Mary Jane's folds with a doubled intensity, his hands sliding up to those swells. She gripped his hands and guided him where she wanted him, her ever-sensitive nipples. Once, after Peter swung off to fight some superpowered chump or another, Octavius took her to her once-marital bed and sucked her nipples until Mary Jane came, all without him having even touched her pussy. They'd fucked like wild animals on Peter's side of the bed after that, Mary Jane riding him hard until she gushed all over his cock two more times.

Now his thumbs circled her big nipples as he began to suck and flick her clit in earnest. Her big pink button gleamed with her need and his own saliva, and he delighted in its response, almost like a heartbeat of its own as it pulsed with the redhead's desire. There were no inches on this Earth Octavius loved more than those of Mary Jane's rich wet slit, and most of all, he loved that button. Within minutes, she was humping up at his face, nakedly wanton.

"Oh fuck, Otto, like that, keep licking my pussy like that!" she yelled. She hadn't been so vulgar when he took over Peter's body, so used to her boyfriend's lack of sexual rambunctiousness. Now she let loose with the dirtiest talk he'd ever heard from a woman, all the more to his - and the drones' - benefit. He grew hard at her words, ready to go again when she'd come.

"Eat my pussy. I'm such a slut for you. Such a cheating slut. You do things to me Pete... Peter never c-could," she gasped. "Oh my fucking God, that tongue, mmm, yessssss!" She lunged forward and immediately flopped backward, one foot kicking up like a dancer. She gushed when she came, her thick, sweet juices trailing down her length, across her bud, and onto the couch and her thighs. He licked it all up with a ravenous hunger, then sprang to his feet, amazed as always at how lithe and energetic he felt in these younger bodies.

His lips shot to hers, her juices still wet on his face. She kissed him with a moan as he pressed his cockhead against her mound, so achingly hard again. "You're going to love the changes I made," he murmured against her, dragging his cock down to her wet, quivering slit. He didn't push into Mary Jane, not yet, but simply slid his cock up and down, enjoying the feel of her lips on his, knowing that she was still so wildly sensitive to his touch.

"Y-yeah?" she gasped, wrapping her hands around his neck and kissing his cheek, his chin, his jaw.

"I've designed a new skin. It's somewhere between human and... well, you'll find out." He slid his hands under her ass and positioned her so the redhead was resting back against the cushions, her long red tresses falling everywhere in messy waves that made his cock throb. He leaned down and sucked one of her big nipples into his mouth, then the other, slurping on them fast before returning to her lips again. "You're mine now."

"Yours," Mary Jane agreed fervently, arching her back and trying to get his cock inside her.

He teased her still, and snapped his fingers three times. A vibranium wardrobe opened up in a corner, and his tentacle suit strode out of its own accord. She paid it no mind, her eyes locked solely on Octavius as he reached down and fingered her sloppy cunt.

"No one but me ever fucks this pussy again unless I say so," he said, burying his lips against her neck.

"Yesss!" she cried out. "Your pussy! Your cunt! I'm your slut, Otto!"

The suit reached him, and the harness's straps slid around his bare-naked frame as Mary Jane kicked up at the air, her high heels as sharp as daggers. As the suit linked up to the control chips implanted in his body and connected to his mental command, he stripped the shoes off her, tossing the four hundred-dollar stilettos away and kissing the balls of her delicate feet. The tentacles came online, and immediately he felt more at home, powerful and in control.

His fingers plunged in and out of her and her eyes finally opened. Mary Jane gasped at the once sleek metal tentacles wavering in the air all around him. "Oh my God."

The tentacles were now covered in a skin that no one would ever think of as being human, largely because of the bulging blue lengths at the end shaped very much like phalluses. They weren't designed to feel real either. He wanted that specifically for his own honorific, vain though it might be. They were, however, veined and ridged in such a way that he hoped they maximized her pleasure.

"Still metal underneath, I'm afraid," he said. He brought one of them to her lips, and she opened wide for it instinctively. The tip glistened with an edible lubricant, based on the same compounds he'd used on his own genitalia to change his come's flavor.

She sucked the first few inches and pulled away, stroking it. "Oh, that's clever," she said.

"Stopping to lube up every few minutes was the fly in the ointment with the old design," Octavius said, thrusting his fingers in and out of her wetness one last time. "And there's another secret to the formula as well. But I'll save that for later."

The tentacles coiled around her body, looping around her waist, her arms, her shoulders, her hips and her legs. Her lips parted as one of them teased her asshole and two more flicked across her nipples. He intentionally kept two of the tentacles coiled behind his back, but used the rest to lift her up and support her in midair while he lined up his cock. Her wavy hair flowed down towards the ground, her eyes narrowed in anticipation of the peaks ahead of her. The tentacles pulled her legs wide, and she cooed at him as he slid into her, both of them moaning with pleasure. Octavius liked it best this way, his first time in the gorgeous model's pussy with his own dick before they got to the part she really loved. Sometimes he changed things up to keep things intense and new for Mary Jane, but today he was too excited about the thought of a new life with her to not take her for himself first.

"All this time," he said, standing perfectly still as the tentacles pushed her body towards his, then pulled her back again, "and Parker never once suspected you became my dirty cock slut."

"Yesss," she hissed. Once, talking about Parker like this while they fucked embarrassed her, made her cry afterwards, but her body always told a wildly different story and she never, not once, told or hinted he should stop. Mary Jane got off on the guilt of loving another man's dick more than her man's.

"Now he'll know how much you want this. Me fucking you senseless. Taking your ass while he was sleeping in your bed. Fucking you up on your roof where anyone could see."

"Oh God!" the redhead yelped as the tentacles drove her hard against his cock with a wet squelch.

"Making you feel things he never could."

"Mmm, yess, fuck me harder, come on, fuck me harder!"

The tentacles bounced the redhead harder against him, making her tits bounce. Two of his tentacles wrapped around and teased her nipples against, slapping against the flesh, roping around the whole of her breasts and squeezing and relaxing. Mary Jane loved that and arched her back - or would have, if she wasn't completely immobilized, save for the wild swings of her neck as the pleasure hammered her with every thrust, every squeeze.

"Fuck, Mary Jane, I love how tight your pussy is," Octavius growled.

"Yessss! My tight pussy! All yours!"

Her face contorted with her lust. "Am I better than he was?"

"Yes! You know you are! So! Much! Better!" she wailed, her pussy squelching around his cock as the tentacles continued massaging every pleasure center of her skin. One tiny headed one slid around her waist and brushed her clit, leaking its slick fluids all over her. Another teased her asshole, sliding up and down her cleft, giving her light little brushes around her delicate ring. The ones at her breasts kept up their pleasurable assault, and another pair stroked the backs of her thighs all the way down to the soft vee of her knees. She loved that, went wild for it, and her mouth opened wide in silent pleasure as she started to come on his prick.

But Octavius wasn't done. Far, far from it.

Octavius pulled Mary Jane upright with the tentacles until she was riding his dick in a standing poition. She mashed her lips to his, keening her need into his mouth as the tentacle at her ass began to leak copious amounts of lube, getting her ready. The tentacles humped her up and down on him at a mad, frantic pace, her nipples pressed against Octavius's bare chest. He caught her bottom lip between both of his and sucked it into his mouth. Her lips were so soft, so warm. Their tongues swirled together, and he gripped her ass with his real hands,

Mary Jane thought he was going to fuck her ass with one of the tentacles, but instead, he used them to spin her around so her backside was to his prick. The tentacle did slide into her ass far enough to squirt more lube inside her, but Octavius wanted his prick to plunge into her depths first. He rubbed his cock up against her bud, and said into her ear, "My dirty cheating redheaded slut."

"YES!" she shouted as his cock slid into her ass.

Octavius had fucked Mary Jane in the ass often enough at that point that he knew he could plunge nearly his whole length into her with the right preparation. The tentacles drove her ass back against his cock as she tossed her head back and forth. He caught her neck with his lips, nipping her playfully before sucking the warm flesh. This time, instead of letting the tentacles do all the work, he met their backwards pull of her body with his own thrusts. Mary Jane was wild for anal sex, and he discovered, with her passion, his own fondness for giving it to her. It was both their favorite way for him to come, though she did give a world-class blowjob.

He used the tentacles to bend her over and really started pounding her ass. "You want to go back to him? Peter and his missionary pump and squirt?"

"No!" she gasped.

"You want to sit around at night, bored and lonely? You want to get yourself off with those little flimsy toys of yours?"

"No! I want youuuuu!"

He squeezed her ass. "Good. Because I'm addicted to this ass. Your pussy. Your hot hungry mouth. You're mine."

"YOURS!" she shouted as his cock pounded her ass again and again and again.

The tentacle playing with her clit slid down to her entrance, and she stiffened against him, her eyes going wide. The head probed inside her, squirting lubricant, and she reflexively tried to pull away from Octavius, the pleasure almost immediately overwhelming.

"Mmm, gah, mmmmmm, shit, so good, so good, so GOOD!"

The tentacle slid into her an inch, two, three. It was so much bigger than Otto. Huge, in fact. He'd made upgrades to all of the tips, and now the tentacles were so big they'd have trouble fitting inside his redheaded whore. It was not a flaw but a design feature. Octavius grinned to himself as the first six inches of the tentacle began to whirl slowly and vibrate in errant pulses. He could feel it through the thin walls of her ass.

Mary Jane's throat worked and she struggled to take a breath. Good thing for her mouth was open, because another tentacle slid away from her breast and up towards her lips. She gasped as it slid into her mouth, forcing her jaw wide to accommodate it. "Mmff! Mmmmmf! Mmmmf!"

He let the cock slide slowly out of her mouth and whispered into her ear, "Too much, my dear?"

"Fuck no," Mary Jane gasped. "More. More!"

He crammed her mouth full of the enormous mechanical dick again, his cock a blur in her ass now as the tentacle in her pussy began to match his pace, pulling out as he thrust in. The one in her mouth kept sliding in deeper and deeper, its tip pressing against the back of her throat, then deeper still. He was not cruel, and only kept it there a few seconds before pulling it back nearly to her lips again, letting her gasp for air.

He fucked her like that for a few minutes, keeping the two surprised tucked away until she was panting and gasping around the cock in her mouth, riding the cusp of another orgasm. Octavius was a master of biding his time and waited until he was sure Mary Jane was right there, and then he unfurled the two tentacles behind him and roped them around her neck in a loose grip. Not quite enough to strangle her, but enough to put some pressure on her neck. Mary Jane came a little faster than he anticipated, and he rode it out, grinning as he kissed her shoulder, his cock staying still in her ass while her pussy throbbed around the tentacle deep inside her womb.

Only when she came down did she see the tips of the two tentacles choking her lightly. Two cups wavered in front of her face, shaped much like her bra's own cups - when Mary Jane bothered wearing one around him.

"What is that?" she gasped when she could.

He smirked against her shoulder and the cups flowed towards her breasts. She tensed - a last vestige of her fear, perhaps, though Mary Jane really hadn't shown much of that since the first time they tried this with his original octopus suit. His cock surged in her ass thinking of the pleasures about to unfold for her. The cups on the tentacles were designed to do a few amazing things. Atom-thin fibers along their surfaces tickled her flesh in such subtle ways that she thought she was imagining it until the intensity increased. The digitalized fabric over her stiff nipples clamped down, and Mary Jane whispered, "Oh. My. God. Ohhhhhhh, fuck. Oh fuck Octavius. Oh my God, that's incredible."

The fibers on her nipples alternated between icy cool teasing and warm, almost hot blasts of air. At first he meant for the design to simulate human breath or a tongue bathed in ice, but the sensations weren't quite so large in scope as those. Instead, by happy mis-design, the pads' fibers whipped the sensations across her nipples like tiny lashes - not with nearly that much force, but that would be what it felt like to Mary Jane.

"In a week or two when I've perfected the formula," Octavius breathed into the redhead's ear, "this can inject your breasts full of a chemical that will induce milk. Without sagging."

"Oh holy shit," she breathed.

"All the nastiest, sexiest parts of a woman's body after she's pregnant, without the fussing child," he said, thrusting his cock harder and harder inside her. "Imagine me, sucking the milk right from you. My tentacles fucking you hard while you feed me your rich cream."

"Mmmm! Fuck!" she screamed around the cock sliding back into her mouth.

"Now's the time to tell you the other surprise about that fluid my tentacles are producing. It's full of nanites too." She gasped for breath as he let the tentacle cock in her mouth slide out of her, and then jammed it back in again. His tentacles began to vibrate against her, warm, cool, flooding her body with sensations as he talked. "Special dermatological and musculature rebuilders. Every time that fluid leaks into you, your pussy, your ass, they will slowly begin to tighten again after we've finished. Within a few hours, you'll be as tight as a virgin again, my dear, all without the nastiness of a hymen."

"MMMF!"

With another jolt, Mary Jane came.

The cock in her pussy released a spray as she came down, warm and sticky, much like his own come - because it was designed from just that. It slid out and was replaced by an even larger prick as she sobbed her pleasure, his balls bouncing against her ass, the dick in her mouth teasing her tongue. Octavius pounded her for all he was worth, sweating profusely now, his hands clamped on her juicy bottom. He came not long after Mary Jane, his cock spurting deep inside her ass.

And yet he wasn't done. Oh no. This was going to be a night to remember.

The tentacles wavered and whipped around her. The cups on her breasts sucked and lashed at her nipples in equal measure as he spun her to face him. Her eyes were wide with her pleasure, drool and lubricant leaking out of the corners of her mouth and down her chin, her delicate neck, her breasts. The cock in her pussy hammered deep time and time and time again. The one that had prepared her ass earlier slid back into the gaping hole Octavius had just occupied, making her stiffen again - maybe another orgasm, or just a continuation of her last one. Machinery whirled and buzzed and fucked, and all Mary Jane Watson could do was hang on for dear life, riding out the sensations, getting stuffed so full of cock that she couldn't make a sound.

All she could do was come.

Octavius watched, and cleaned himself. And ten minutes later, like magic, he was hard again. Ah, the wonders of youth - and perhaps a bit of chemical tinkering to his own body. He brought her to him again, this time contenting himself with her pussy. She sobbed her pleasure around the cock in her mouth, and when he pulled it free, her throaty whisper told him just how successful this latest test had been.

"...yours, all yours, your slut, Octavius..."

He grinned, the octopus finally, completely triumphant..

20 Unlikely Tryst: When Sloan Met Sally

To be perfectly honest, Matthew Sloan knew nothing of real hate.

Really, how could he? Deep down, he knew he never really experienced the rush, the heady obsession that was unadulterated hatred for another person. At no point in his short and altogether pretty normal life did he have a chance to swallow the venom of true loathing. Perhaps it was just that, that he was so young, barely a young adult.

When you are in high-school though, everything seems magnified, when you're young everything seems more important. So it was with Matt Sloan, and he had no problems saying to himself:

'I fucking hate Percy-fucking-Jackson.'

While he didn't know real hate, it was true enough that young Matt didn't like Percy Jackson at all, and that he thought about it enough to be easily mistaken for complete, obsessive hatred. It got so bad, his already subpar schoolwork was slipping, his grades threatened, his participation limited by passing slanderous notes and scrawling rude messages on bathroom sinks.

Matt thought that he had seen the last of that Jackson kid years ago, when they were at that fruity, alternate program toilet. It wasn't the worst place his parents had sent him to, but it sucked just as much as any school could suck. He wasn't doing nothing and then that Jackson 'tard blew up the gym or something. Everyone else forgot about it or something, but he didn't. That shit was freaky and he wasn't going to just let it slide.

So, while he blew off the remaining sentence at that fucking hippie prison, he would tell everyone who'd listen, and people listened to Matt-fuckin'-Sloan, that Percy Jackson probably was somebody's bitch in juvie or something. Or he blew himself up. And clearly he had hallucinated the part where some blonde babe decked him.

It was a lucky punch anyway… a sucker punch… and she probably had brass-knuckles on, if he remembered right… and she was imaginary, just a hallucination.

But, soon enough, Matt's report came back and Meriwether College Prep couldn't be cool with it anymore, so his dad dropped a dime to fund their Language program and they wrote Matt Sloan down as 'Incomplete' instead of 'Failed'. Dammit, he didn't even think they gave failing grades at Meriwether, how badly did you have to screw-up to..? Either way, after that, both mom and dad put him on a little 'break' for him to 'find himself', and during that 'break' Matt Sloan found he really, really didn't want to go to military school. He liked to think he was tough, but… he liked to think he had limits.

AKA, he wasn't that tough, not when chips were down.

So, when Matt started his first week at Goode High School, he thought that maybe things were finally looking up again. Everything seemed to be stacked just right, like dominos lined up, waiting to be pushed. His dad had hired a real hardass tutor for him over the summer, he actually read the required texts, and everything he heard about this school hinted that it was normal. Not as easy to pull shit as there was at Meriwether, but not as big a punishment as military school. At the very least, it was co-ed. Some of the bitches here were pretty smoking.

Plus, there were plenty of punching bags, like the poor kids, the ugly girls, or the third-strike delinquents who couldn't afford to start shit no matter how hard you pushed them. It was a nice way for Matt to stretch his muscles, spread his wings while he got a read on this new school.

But then he made a very grave mistake, and had an even worse discovery.

Really, all things considered, he was having a really good day a first, right up until that English class. The teacher was named Blofis… honestly, fucking 'Blows-Fish'. There was no way that couldn't be funny. So he wrote, in bold-letters, 'THIS GUY BLOWS… FISH' on a scrap of paper and began the time honored tradition of passing along a note. Just like he expected, it got a few muffled laughs. Well, it got three laughs, and that was it. Because on the fourth guy, the killjoy read the note and snorted, crumpled it up disdainfully. Come on…

"pst! What the fuck's your problem?" Matt hissed, a little more loudly than he intended.

In fact it was loud enough that several people, including Sir Buzzkill McPussy and the teacher, looked over at him.

"Is there a problem Mr. Sloan?"

"N-no sir. None at all."

"And you, Mr. Jackson?"

And that was when Matt Sloan knew that his life would be fucked worse than normal. Just when things were starting to go so well too.

There was Percy-fucking-Jackson, in the flesh, and looking like the fucking pyro didn't spend the last few years of his life getting reamed up the ass by crazies in some juvenile detention facility. If anything, the asshole looked like he had taken up being professionally handsome, like a movie-star or something. Even sitting down in class, Matt could tell that Jackson was taller than him now.

Life was so fucking unfair like that.

"No Paul, I'm good. Mr. Blofis, sir." Percy corrected, smiling slightly, and completely ignoring Matt Sloan. Like he was just an annoyance.

It never occurred to Matt that Jackson forgot all about him. That was ridiculous, you didn't grow-out of Matt Sloan. Fuck no.

And what was the deal with calling his teacher by the first name? What the fuck was that?

"Oh good," Mr. Blows-Fish nodded. "I was worried that there was a problem. All the same, why don't you and Mr. Sloan take seats up front?"

Cursing under his breath, Matt did just that, mood foul and trying to size-up Percy Jackson while the class went on… and on… and fucking on. It put him in such a funk that he blew off his next two classes and got a detention for it. Like… fuck.

Still, while in detention (he'd make sure his parents never found out) he had the good sense to do some recon on Jackson.

At least three things were clear now. First off, Jackson could probably kick his ass, the guy got built like crazy in the last few years. Second thing, no one seemed to care that he was an arsonist-slash-crazy person, like he didn't blow up a school gym. Like, what was up with that?

But third thing, and most important of all… how did he know that teacher, and how did he know him well enough to call him by his first name? That seemed like the most important detail of all, and thankfully Matt Sloan had at least enough high-school clout by virtue of expensive clothes and his own car to get answers from the numerous student gossips and lowlifes.

His current source of information was some stoner and pervert who he'd probably be friends with until senior year, or until he could find someone who sold cheaper or better weed. Mathias 'Munch' Defray was a complete and total burnout, known for selling weed under the bleachers and sampling his own product. Besides smelling like marijuana, Munch was put in detention after the softball coach found him inside of a locker in the girl's changing room. He said he just got lost, and judging by how out of it he normally was, Munch might have been telling the truth. But whatever, he still got detention.

The important thing was that Munch was, even if he did take one too many tokes, a fountain of school-wide news and everyone's personal business. Just a few minutes of 'talking' to him, which really was Matt Sloan just saying a few generic statements and letting the talkative burnout babble on and on, and it was clear that his near constant cloud of oblivious didn't affect his knack for snooping out dirty laundry.

"-what? The Jackson kid and Mr. Blofis? Yeah, whatever man, he's dating Jackson's old lady, so they're like tight ya'know? Really buddy-buddy, so you know that she must be given it up like hard. Saw her at a bake-sale once, she had blue-cookies for everyone, and she looked pretty fine dawg."

"Gross dude," Matt muttered, copying notes for the classes that he had missed. "That's someone's mom." Correction, that was Jackson's mom, and he owed that shithead nothing. Maybe he'd take a look at Miss Jackson himself.

The rest of the detention he spent doing (subpar) work on his assignments, and brooding over past slights, real and imagined, involving Percy Jackson. In his mind, it was Jackson that got him in detention, who riled him up so bad. Jackson escaped punishment for blowing up that shitty gym. Jackson might have killed him and he was walking around scot-free?! With his mom dating, probably humping, their teacher. This wouldn't stand, Matt Sloan didn't take things like this lying down. Maybe he'd find a way to report dear Mr. Blows-Fish, or maybe a frame-job that could get Percy kicked out, reopen up his old records and put that shit in prison where he belonged.

Though first, he needed to see something for himself. So he stuck around after detention was let out, and waited. Waited on the curb, watching the faculty parking. It was a longshot but…

Yes.

Sure enough, there was Mr. Blows-Fish, and he was talking with a curly-haired brunette lady. And then they kissed, and when she turned around to walk back to the curb, she pulled her phone out of her purse to make a call. Sharp-eyed, Matt saw a glint of metal fall out and hit the concrete. Her car keys… Well, that was just perfect.

He powerwalked over to snatch them up just as she was getting to her car, a beat-up looking model, if it were anymore 'mom' it'd be a minivan. She paused, talking on the phone (Matt was certain she was ordering a pizza or something) and rifling through her purse looking for keys that she wouldn't be able to find.

This gave him the perfect chance to scope out the assets. And his newest best-friend the burnout got something right; she was pretty hot for a mom, a hot mama. There were one or two grey roots in her hair, but it was wavy and over the shoulders in a messy sort of ponytail most girls couldn't pull off. She was maybe a little taller than him (Matt had taken to wearing shoes with lifts his freshmen year), and a nice even weight. Maybe one-hundred twenty, one-hundred forty pounds soaking wet?

And yeah, he was picturing her absolutely soaked right now. He cleared her throat when it looked like she was going to go back, probably to her… ugh, fiancé. "Hey? Looki… something wrong?" He asked, casually, trying not to jingle her keys in his pocket.

"Oh, I just can't find my keys. Swear I had them right…" She dug through her purse again, biting her lower lip nervously.

She had some wrinkles, mostly around the eyes. His mom generally had Botox for that or something. Some people called them 'laugh-lines', but Matt thought that was pretty dumb. It was a good look for her though, reminded him she was… well, real. Not some video-screen 'actress' pretending, this was a very normal, average woman. Probably wore mom underwear and didn't bother shaving her pits, not unless she and the teacher had a little nookie once a week.

Probably was a pent-up freak in bed, who didn't mind a little name-calling and flexibility. Would be a very lucky guy who could find that out. Maybe get a peek under the hood and see how the engine ran…

"Maybe… yeah, I could give a hand. Check under the car, maybe they rolled a bit." Idiot. Like keys could roll. Dammit, commit to this you stupid like shit- "I'll check over here?"

"You're a peach." Ms. Jackson smiled. Matt gave a grin that showed off his chipped tooth and 'looked' around at the ground where he was, hands in his pockets, glancing noncommittally at the asphalt. Meantime, he cast furtive but focused looks to Ms. Jackson's fine posterior. She had a definite 'mom-butt', wide and not very high, but in the jeans they didn't look saggy. And it was much better than a flat butt. He leaned over when she got on her knees, bent under the car to look behind the front tire. He had expected, and hoped for, anything besides plain black or beige whale-tail when her shirt rode up. Maybe some off-white cotton blend, or a pink or even red bikini-cut underpants poking out over top. He didn't expect blue, or a thong, but there it was peeping out over the top of mom-jeans with tiny lace trim.

Very, very nice. Matt dug through his pockets, turned around, jingled keys. "Are these the ones?"

"I expect so!" She sounded so happy. Well wasn't that just perfect. He tossed her the keys and she caught them, and she smiled at him, which made her look younger. Definitely young enough to pull off a matching push-up bra with those panties she had going. "Thank you for being such a gentleman."

"I'm Matt." He nodded. "You're..?"

"Sally. Paul… Mr. Blofis' fiancée." She showed off a ring, looking deliriously happy, and Matt Sloan felt something building up in his chest that was much closer to real hate than he had ever felt before.

Right. Because she was dating… engaged to Mr. Blows-Fish. As well as being Percy Jackson's mom. Completely unavailable.

He said goodbye to her politely as possible, headed to the bus, and worked on tracing the indent her house-key made in his hand when he gripped it tightly. Later he would visit a locksmith and blow six weeks allowance getting an exact copy made, no questions asked.

Why though? This was a bad idea, and he had plenty of bad ideas to compare it with, and trespassing was real-time big-crime. If he was caught, his parents would definitely cut him off. His dad was threatening mom with divorce again, and she was still pushing all the buttons. Bitch definitely needed to get her rehab on.

So he just went home, and put the key in a drawer by his desk under a pack of wadded up gum-wrappers.

But he still thought about what it would be like to fuck Percy Jackson's, and Mr. Chalk-hands Blows Fish's fiancée, Sally Jackson. Everything about their first meeting stuck in his head, from her smile to the nail polish she had on, and especially that blue thong.

It had gotten so bad was starting to affect his 'alone time' at home. And that was saying something. If there was one thing that the irreverent and disrespectful little shit that Matt Sloan cherished, it was his 'alone-time'.

Cougar skank

Matt Sloan stared at the resulting internet searches, and was dissatisfied that most of it was blonde obvious born-to-porn stars with fake tits and blown-out blow-out blow-job lips. More silicon than sexy. So he tried again.

Mature freak w. teen

… And that led to some gay stuff, great. Maybe if he had Cinemax this wouldn't be such a fucking problem, but he didn't have easy access to his skin-flicks so no, now he did actually have a, well fucking problem. Honestly, wouldn't be so bad if it was a mother-fucking problem.

That got him to snigger, and feeling a touch hornier again he typed up a new search.

Mother fucks cucks w. teen loves it

Now that was more like it. A couple dozen amateur MILF videos logged into the spank bank and he was set for the rest of the week. Would be easier to get through detention if he could more thoroughly imagine Sally Jackson's lips around his cock, or if he pictured her ass bouncing in his face while stodgy salt-and-pepper Mr. Blows-Fish went on about some bullshit in glass.

Percy Jackson didn't factor into his imagining at all, honestly Matt Sloan thought maybe he'd be expelled or run-off or dead before the year was done. Seemed like a fair guesstimate…

So Matt Sloan slept, and had some very interesting dreams… one with specific interest.

In his dream (his fantasy), built up by watching oodles of mature and MILF pornos online with almost exclusively brunette housewife types, it started right in the parking lot where he first saw her ass squeezed into those deceptively frumpy-as-fuck 'mom jeans' and that first tantalizing glimpse of blue thong underwear. She would still be bent over, at the waist, maybe still looking for her keys. Or maybe she knew he was looking, taking in her whale-tail, and getting off. That thong was probably, no definitely, getting a soaking.

"You horny slut," Matt Sloan, panty-dropper maestro, purred. He would punctuate his bit of perverse praise with an insistent grope, digging into the back pockets of her jeans and squeezing.

In his head, Sally Jackson had a firm fine derrière, and flexed it instinctively, frightened and excited by his unexpected touch. "What are you doing-?"

-and she wouldn't ask that like that ungrateful bitch he took to homecoming (Merritt, Meredith..?) did when he put a hand down the front of her dress. That was more of a "what do you think you're doing?" accusation.

No, not slutty sultry 'waiting for a real man to make her feel young again' Sally Jackson, no. When she'd ask, voice small and breathy, it would be confused and a little scared, like she was wondering if it was all a dream. Of course this was something she dreamed about, touched herself to thinking of, fantasizing about fit younger guys with hands all over her. Of course Matt Sloan would be just the stud to make all those illicit dreams come true.

"I'm reading all the signals you're throwing my way," briefly he wondered if he should give her a nickname but that seemed a stretch even for his 'private time' so he'd settle for, "Ms. Jackson. I know you want it, it's up to you to show me how bad."

She'd stand up straight, startled and coltish, and he'd spin her around so she was facing him, one hand on her hip. His other hand would grab one of hers and show it where it needed to get to work, right against the front of his shorts. Of course she'd gasp in surprise feeling the hard-on he had waiting for her, and that expression did wonder for her dick-sucking-lips. "Oh my..."

There'd be plenty of time to put those lips to work sucking his dick. To get started though, Matt Sloan would initiate a bruising, forceful kiss. Sally Jackson was close to his height, and when she would arch her back to press her whole body into his and instinctively go on her tiptoes, he'd feel all of her from tongue to tits. His hands slide out of her back pockets while her hands try to work his shaft when they're so close together that there's barely any room for a finger-space between them. Then he had one hand fishing into his pockets for the keys he had taken off the ground while the other one slide under the waistband of her jeans to cup bare butt and barely there lace. He'd look forward to peeling that lace down her thighs. She muffled a squeal into his mouth, tongue fighting tongue, when he squeezed her ass and lifted up. Toned legs wrapped around his waist and he carried her haphazardly to her mini-van mom-mobile, not breaking the kiss or letting up his assault down her panties. Fingers exploring down the seat of her pants while her legs kept widening, exposing, felt those enticing strips of lace growing warmer and damper.

With minimal difficulty, for a practiced player like him, he got the door open and flung her across the backseat, where she gave a surprised, "oopmf!", bouncing on the seats. It was gorgeous, he'd have to admit, her face a mix of blushing confusion and flushed, playful excitement. Dark hair, he didn't think she dyed it or had any grey hairs to hide in the first place, was tousled maddeningly like cover of a soft-porn paperback novel and the hem of her shirt had ridden up to show off her smooth stomach.

"We shouldn't be doing this," she half-heartedly protested, making no move to close her legs. Sometime during their making out and mutual fondling, the top button if her jeans had popped loose.

He pressed advantage where it presented itself, unzipped her slowly, climbing on top so that he straddled one of her thighs. "Yeah, so? How does this feel?"

"Big," she admitted distractedly, her hips gyrating almost on their own accord so she could get a better idea of his cock pressed against her leg. Realizing she said that aloud, she blushed and tried to backtrack, "I mean-"

"No more talking unless I say so," Matt Sloan demanded, fighting back a lascivious grin. He needed to see the bra she was wearing, badly, and tore her shirt-blouse-whatever top down the middle.

That got her to sit up in surprise, looking offended (and sexy in the matching blue number that made melons out of her nice firm handfuls). "Hey-" she started to protest.

"What did I say about talking?" Couldn't, or wasn't going to, have that when everything was going smoothly. Matt Sloan decided to shove her roughly back on the car seats, looming over her as he crawled on in, slamming the door shut behind him.

She shut her mouth, blushing and wide eyed, breasts heaving in their lacy confines. No further protests when he cast her shredded top on the floor either. It was a good look for her, but glancing down from tits down smooth stomach (he was grateful she didn't have a C-section scar or something, that'd not have been sexy) right to her unbuttoned jeans he got an idea how to make her look even better. "Turn over slut."

"Yes sir," she answered, meeting his gaze properly for the first time. He could tell by her playful expression she was going through motions, not expecting the hard fucking he was planning on giving her. She did seem like the type to think of it as 'making love', so he'd have to set the record straight; Matt Sloan wasn't going to make love to Ms. Sally Jackson, Matt Sloan was going to make Mr. Blows Fish's woman cum hard like she fucked a freight train.

So he grabbed her hair and tugged it cruelly. "What did I say about talking?"

"Ow, please-!"

"What did I say slut?" She was squirming to try to get out of his grip, but he was practically on top of her anyway and there wasn't a whole lot of room in the backseat of the mom-mobile for maneuvering. Fine by him though, thrusting in and out was all the movement he needed.

"I'm sorry sir!"

He pretended to think about it. "I'll forgive you this once." And without further ceremony or consideration he yanked the jeans down her waist, tugging them down past her thighs to bunch up at her knees.

Mmm, just like he imagined, her blue thong did wonders for her ass.

Which he smacked, hard enough to leave a red handprint on the right cheek, admiring both the way it jiggled (but not too much, Ms. Sally kept it tight) and the way she squealed. Perfect mix of surprised, pained, and excited. Yeah, now she was getting a better idea of the pounding she was in for.

Best part though was the faint but definitely there 'squelch' of soaking wet panties.

"Undo your bra," Matt demanded with his voice extra husky, leaning over her to whisper in her ear. It let him grind on her, the perfect prelude to some raw doggystyle fucking. Plus he didn't want to embarrass himself fumbling like a klutz with a clasp he could figure.

She did her best to do it one-handed, one arm still bracing herself up on the backseats. The effort caused her to move up on her knees so she had ass in the air like an animal, her thong's silky strip of light blue fabric disappearing, flossed between the globes of her butt. Fuck that was hot...

Hot spelled H-A-W-T. Worthy of a Tex Avery style wolf-whistle, which Matt Sloane let out. It was very loud inside the mom-mobile.

"Glad you like-" the MILF of the hour gasped when he smacked her ass again, then let a sigh of relief when she finally got the bra undone.

Not able to wait any longer, Matt fished his best little fat friend out of his shorts and leaned in against her ass, almost falling all the way on top of her. In her 'bitch in heat' pose he could reach up around her sides and slip off her bra, attacking her freed tits with both greedy, sticky hands. His dick was getting its own special treat, hot-dogging between firm and bouncy butt-cheeks with only a thin, sticky wet pair panties keeping him from paradise. He couldn't keep in a groan as he humped her roughly, but with his fingers twisting her tipples and her core getting worked over by lacy wedgie and his fat cock sliding close she was pretty much panting. A true bitch in heat, and she was his. Just needed to hear her say it.

"Tell me you want it," he demanded, squeezing both her breasts. "Say what you want or I leave right now, slut." The windows were fogging up, but they both could see faint reflections of him bent over her with her on knees and elbows, completely naked with nipples sticking out from between his fingers. "Come on slut, whose bitch are you?"

She seemed to hesitate, or maybe she was catching her breath after a particularly heady moan. Maybe she was caught up in watching them dry-hump. How wrong it was even when it felt so good. "We shouldn't be doing this-"

Yeah, Matt Sloan knew how wrong all this was, he was in high school getting ready to fuck the brains out of his teacher's girlfriend in the school lot. A grown woman who was getting ready to get married, who had a son who was his age. If he was a different sort of person he might even feel bad about all this.

"Shouldn't be doing what?" He asked, pulling her panties to the side so he could catch a glimpse of glistening pink. He had thought about ripping them off but he genuinely liked the thong on her, and was considering peeling it off her when he was done as a souvenir. Maybe he'd keep them at home to jack-off to Ms. Jackson, or keep them in his locker to show off to anyone who asked... or leave them in Percy Jackson's locker, or in front drawer of Mr. Blows Fish's desk. He could do whatever he wanted with them, just like he could do whatever he wanted with her. He slammed his cock all the way in, getting her to scream outright at the sudden fullness. "We 'shouldn't be doing' what, slut?"

"Ohohfuck-" was all she could manage back as an answer, which wasn't going to do. So he gave her another slap on the ass, which made her shudder and clench around him even tighter than before. And she was tight, tighter than he hoped for and just dripping down his balls with how horny she was, practically strangling his cock with desperate MILF pussy.

"Whose bitch are you?" He demanded again, pulling halfway out to slam right back on in again, slapping her ass for good measure, tweaking her pulled-aside thong just to hear the satisfying 'twap' of elastic snapping back. All that smacking of skin on skin and added moaning she could barely hold back made for the perfect new soundtrack for his spank bank.

"Me," she gasped, "whatever you want me to be just don't stop, ah-" she flexed terrifically, arching her back and pushing her hips back against him to take in more, to get him inside her even faster. Windows were definitely fogged up now, and she left a handprint against one to brace herself for another punishing thrust, shaking like she was about to explode and sweat dripping all over the backseats.

Matt had to admit, he wasn't too far behind coming himself; he tried to think of things other than sex like calculus or soccer, but it was harder than that. Plus it wasn't just thinking about how her breasts felt in his hands or wondering how they might look to anyone passing by if he pressed them up against the foggy car windows. No, he thought about how he was a literal mother fucker, bareback in his douchebag teacher's fiancée, ball's deep in that human skid-mark Percy Jackson's hot as hell MILF. Was there a different acronym for a mother you liked fucking? Mother I Enjoy Fucking? Mother I'd Fuck Again? MIEF..? MIFA? No wait, Mother I Like Fucking. Still 'MILF'.

Huh. Neat.

He imagined what it'd be like in a proper bed where they could really stretch out and bounce. Or fucking in the shower where he could suds up her ass for some slippery and steamy anal action. He thought about cuffing her hands behind her back so he could grab her hair and steer her head, working her mouth on his cock with a no-hands blow-job. Or tying her up so he could keep her spread open while he sucked and fingered her clit, until she was begging him through a ball-gag. Or spanking her while she wore nothing but a thong (maybe the same blue number she had on now, or a cotton candy pink, or a crazy new thing) with a plug up her ass to get her set and ready. Most of all, and most impossibly, he imagined the look on Mr. Blows Fish's face as he walked in to see his woman sucking the steamy goodness out his pipe, or Percy Jackson's repulsed and gobsmacked expression if he could see his mom riding Matt-fucking-Sloan reverse cowgirl and absolutely loving it. Or maybe they wouldn't find out at all, and he'd keep it going until they were set to get married and he'd fuck her up until the wedding (maybe once with the white dress hiked up all the way up to her ears) and leave a handsome nine-month present for the happy couple.

But all that could wait 'cause right now he was so fucking close-!

"I'm almost there babe," he groaned congratulatory, gripping her hips, settling on his knees to piston like a jackhammer. Jackhammering Ms. Jackson, his own personal sex-slave slut for life. "I'm getting so fucking close-!"

"I'm there," she gasped, voice cracking. "I'm c-cu-co-oh-ooh-ohohfuck! Fuck me, fuck meeEE-!" And the rest was a short, high pitched scream and gasping as she shivered, shuddered all down her spine right into her ass. Cheeks were vibrating together and his cock was getting a high speed massage deep in her while his balls were practically getting firehosed in her squirt.

It was beautiful music and he had to join in. Squeezing that wonder butt and pulling her thighs further apart so he could really start to bring home the sploosh, he sped up his thrusts so he could finish balls-deep just like an experienced slut like her deserved--

Matt Sloan blinked, staring nonplussed up at the... what the fuck color was that? Kaki? Some sorta beige? Why didn't he pay attention in art class?

He glanced around, seeing the surrounding walls were the same forest green of his bedroom. He remembered, the same color as his old army men.

(It was probably weird that Matt Sloan still liked playing with toy soldiers when the most effective threat his father could make was sending him to military school, but it made some sense; he always preferred to play tough than be though, it was easier.)

Yeah, painters could paint the walls of his bedroom that color, but not the ceiling, they had to leave that shit... taupe. Ugly and boring as wrinkly balls taupe.

They could paint the walls, not his ceiling though. He remembered that much... "Aw shit."

And now he remembered where he was, and how that didn't add up with what he thought he was doing. His sheets were sticking to him from the sweat, and a cursory inspection under the covers, in his boxers...

Yup, he had painted the inside of his boxers a sticky off-white with his sploosh. Great, just what he needed to start the day.

Come to think of it, what was the time..? Clock said 4:37...

4:37 am. Fuck.

Bitterly reflecting that there hadn't been a Sloan who washed their own laundry in three generations, Matt surreptitiously rinsed out his soiled boxer-shorts in his bathroom sink before tossing them in the hamper for the maid to get while he was at school. He missed the hamper by a wide margin despite only being a yard away at most, and the soaked shorts went 'splat' on bathroom tile.

"And that's why you're not on the basketball team, isn't it?" Matt muttered furiously, leaving the boxer shorts where they lay and stalking back in his room to try to get back to sleep.

That had been... an intense dream. Suddenly that impulse buy to duplicate the house-key he found with the rest of Sally Jackson's ring-fob didn't seem like such a waste of money. If it was even a house-key, and not like to a lawnmower or sprinkler system... but what was he talking about? Lawns and sprinklers? In NYC? Plus if school contact information was right, the Jackson's lived in an apartment building.

He actually looked it up. Between that and the key he had made, shit, this was getting into creepy stalker territory. Like something out of an original "Lifetime" original movie.

Didn't take him too long to turn it around though; Matt Sloan was a black-belt in blame-shifting judo. Wasn't like she didn't know what she was doing, right? She knew what signals she had been sending, practically twerked the way she shook that ass in the parking lot. And why wouldn't she try to snag a hot young guy for one more wild and crazy bang if she was facing down a future of blowing Mr. Blows-Fish once a week living on a teacher's salary? One crazy fling before she got tied down to a loser, but she'd be wrong if she thought she'd only get one screw out of Matt Sloan and be satisfied. No way, she'd be coming back for more on her hands and knees one way or another once she got a taste of him.

And impossibly, after he was sure his balls had been emptied after that wet and wild dream, well he was hard as a statue in a blizzard. Shit she really was in his head.

It was practically charity, for her own good really. She seemed nice enough, deserved a good fuck.

The biggest appeal though was the thought that for every detention, every lecture he had to put up with in Mr. Blows-Fish's class would be worth it if he could sneer at him and think 'I fucked your woman better than you ever could, dipshit'. That it was Percy Jackson's mother, on top of everything else? There wasn't a better revenge since... ever.

So it was settled, and since he wasn't going to get back to sleep Matt Sloan dressed in the dark and prayed to any god that'd listen for some help fucking with Percy Jackson by fucking his MILF, sexy Sally Jackson.

Last thing he ever would ever suspect was that there was actually god out there listening who hated Percy Jackson even more than he did.

Cutting class wasn't anything new to him, and skipping detention was a breeze, but this was the first time Matt Sloan took off to go and play 007 following a pair of double-O-D.

Well probably C's if he was being honest with himself, but hey, a guy could dream. Plus he was planning on finding out for himself soon enough anyway.

Finding the Jackson residence wasn't hard, especially since he was smarter than people would guess. He copied the key, got the down low from a locksmith after greasing his palms with a good Benjamin, and then it was a question of if it was a townhouse or apartment key. Looking up Jackson the, ugh, phonebook gave him lots of results but narrowing it from NYC and then apartment, definitely an apartment key, in Queens, yeah he got it.

By the time he got down there, he had called in with a 'family emergency' to the nurse's office, called in to leave a message with his dad telling him not to wait up (not that he ever did), and when he found a parking spot a good block and a half away, he triple checked the net to make sure he was in the right ballpark.

Yup, yep, and yes. This was the place.

He pulled up his collar and tugged down a Mets baseball cap, power-walking up to the door, once to see if they had a buzzer. They did, dammit, but that was a setback easily rectified. One stop at a newsstand, thumbing through an out of date Maxim magazine since the owner kept glaring at him when he didn't look like he was going to buy anything, and by the time he got to the TV star centerfold he saw someone heading up the stoop.

"Hold the door," he called, taking steps three at a time to jam a foot between the thresholds. The old guy didn't even bother to turn around to make sure the door had closed, just hurried his way to the elevator.

"Asswipe," Sloan muttered under his breath, slipping in to take the stairwell instead.

This was the nightmarish part, getting to the door and fumbling with his copied key. If the key didn't work, if this was like to a golf-cart, lawnmower, or a sprinkler system or something. But Sally Jackson wasn't rich, and this was NYC where you had to be rich to own potted plants, let alone lawns and tee-time. But what if the key still didn't work and he ended up paying extra to that sketchy-ass locksmith for nothing? What if the key broke in the lock and then they knew someone tried to get in, tried to copy their key and they found out about him and tried him for breaking and entering, BE as an adult wasn't nothing to sneeze at-

click

The key fit and the door unlocked, smooth as a fresh fish fillet. Fucking-A.

He crept inside after checking to make sure there weren't any neighbors being nosy snoops, and locked the door behind him. Moment of truth though, to triple-check and make sure this was really the place and he didn't just break into some stranger's bachelor pad. After making sure nobody was napping on the couch or tidying up in the kitchen, he looked for photos on the shelves or on the refrigerator.

Sure enough, there were plenty of photographs of Sally Jackson and her psychospawn Percy. Playing at the beach, what looked like a trip to the aquarium, mushy stuff he didn't pay attention to, just as long as he was in the right house. Plus, could've been she a Blows-Fish were living together, or worse, he gave her a key to his place.

No, this looked like it was all Jackson residence. Perfect.

After some quick recon, he got a general layout of the apartment, four rooms, not counting the living room/foyer; kitchen, bathroom, one room that had a lot of blue that he knew had to be Percy's, and slightly bigger bedroom with its own bathroom tucked away and a half-made queen-sized bed. His attention immediately went from rumpled bed to the dresser and drawers alongside the opposite wall.

AKA The (Mother-Fucking) Treasure-Trove.

Quickly, mouth going dry, Sloan rifled through the drawers one by one.

Top left drawer. He did t bother to hold in a bit of victorious, lecherous crowing, holding up some barely-there scrapes of lacy/silky/cotton treasures his fists. Just like he thought, not a pair of granny-panties to be seen or sniffed, Sally Jackson was lady in the streets and freak in the sheets rocking the slutty, sexy underpants beneath those sensible mom-jeans. No blue thong though, he tried not to be too disappointed about that, he had his pick of trophies in the here and the right now.

No need to get greedy.

'Yet,' he amended, smug smirk tugging at his lips. Panty-sniffing would tide over until he got a shot at that sweet MILF ass. And those tits bouncing in his face.

Speaking of, now was his chance to check out the Sally Jackson collection of bras. First he picked (and he ended up picking out more to feel up) was a delicate sea-foam colored lacy number.

32C. Not bad, not bad at all.

Fighting the urge to victory dance like a lunatic, Sloan busied himself arranging the underwear to his liking, laying out his favorites on the comforter so he could get the best look. By Sally's bedside, atop some history books and artsy looking coffee-table reads, there was a framed picture of herself at the beach. Wasn't exactly Playboy or even Maxim material, just her sitting on a beach towel in a plain off-white sundress with seahorse patterns, smiling shyly at whoever was holding the camera as she tucked a stray hair behind her ear.

Didn't matter though, she was smiling and looking willing in the picture, and he had his personal favorites out of all her lingerie out on the bed's comforter.

Smiling, he unzipped his pants and started to stroke himself, standing over the picture and the lingerie. Together like that he had very little problem imagining her wearing it. Hell, his imagination was kicked into overdrive.

Thanks to the picture he was imaging them heading back from the beach, or at least getting off the train from Coney Island. In that sundress a stiff breeze was all it took to just plaster the fabric all across her body when they walked together, sometimes him leading her so he could look back smugly at all the jealous bastards seeing him with a genuine MILF on his arm (and under his thumb) and other times him walking behind her so he could take in the view. Just like he remembered from his long look at her in jeans, Ms. Sally Jackson was working some fine assets... which he couldn't keep his hands off.

"Stop it," she would giggle, playing coy while they were in public, swatting his hands away before they could creep any further up the dress. Still, she bent a little more at the waist while she fiddled with her keys, and he began the game all over again with hands greedily inching up the back of her thighs to rake and bunch the dress further up to her rear. She only let him get as far as the very tops of her thighs, just before he got a glimpse of tantalizing ass-cheeks and enticing panties, before she 'found' the right key and opened the door just enough to duck inside in mock-fright.

"You're not getting away that easy," he'd growl, forcing his way in with his best Jack Nicholson smile. Perfect blend of lecherous and dangerous, kicking the door shut behind him as he cornered her ducking into the kitchen. No escape for her there.

A minute of her kicking off her heels to better try to duck and weave around him, with him not affording no her any mercy, and then she was pinned against the refrigerator with his hands hiking that sundress up around her waist. Not satisfied (but sure as hell getting there) he would hoist her knees up and wrap them around his hips, while biting and tonguing at her collar.

She squirmed, barely getting words out for all the moaning. "Hm... ah, oh cold cold cold!"

"Feels pretty hot to me..."

"Fridge-" she protested, yelling as he purposefully ground harder into her very hot thighs and forced her barely covered ass against the chilly stainless steel surface. It better be stainless otherwise that squeaking of wet panties on the fridge door would lead to a funny story to tell guests. "Oh God Mattie please-" But he could tell her shivering had to do with more than the cold.

He backed away from the refrigerator though, center of the kitchen, and she insistently, desperately kept her legs tightly wrapped around his waist. "Get off," he commanded, breaking off a greedy and especially sloppy kiss. When her feet were back on the ground he resumed the kissing, with renewed energy to his tongue and his hands, feeling her up, paying special attention to her firm ass and needy, almost dripping wet-with-want pussy. She moaned more appreciatively, but that gave way to muffled protests when he hiked her sundress all the way up around her armpits, showing off smooth stomach and lacy bra to his satisfaction.

It doesn't take much for her to realize what he wants, just slight pressure to her shoulders and she goes down on her knees easily. Like someone who had plenty of practice. She winced though, as she fumbled with his zipper.

"I'm getting cold." She punctuated her pleading with a shiver got her breasts bouncy in the bra. If it wasn't for goosebumps popping up around her neck and shoulders he might even think she was playing coy games with him.

But he knew that wasn't the case, 'cause (in his own head) Sally Jackson was too big a slut for his cock to play-act at being shy. She was just too impatient to get to the real deal, but not today; she'd have to earn it.

"Want me to warm you up?" He teased her, tweaking an earlobe, watching with relish as her nose scrunched in annoyance.

"Please?" There it was, her begging. Seeing and hearing her beg was the best thing in the world.

Well, second best. Nothing could compare with actually fucking her.

"You know you gotta get me warmed up first," he reminded, fiddling with but not actually tugging the zipper of his jeans. He needed her to do that herself, to admit defeat. "Show me how much you want it...show me how you'll work for it."

No disguising her want, how much she was dying to get him inside her one way or another. She licked her lips, probably on reflex, and tugged down his zipper with thumb and index finger, grip steady as a surgeon. That same steadiness faltered when she pulled his cock out from his boxers and he had to hide a wince as the sides of little Matt Sloan brushed against the sharp zipper teeth. Then he could see her hands were shaking a bit, stroking his cock and licking her lips slowly.

"See something you like?" He rocked his hips a bit, enjoying the way his dick bounced in place and how her eyes followed the head. Heh, like he was a sorta snake charmer with his magic trouser snake.

She nodded with a dizzy sort of smile, stroking from tip to shaft down to zipper, looking like she was hypnotized. "I think I see something tasty."

He grinned, putting hands behind the back of his head and stretching pelvis towards her. "You think so?"

"Mm, well one way to find out." She licked her lips again but this time they were close enough to his cock that she brushed around the head with a very hot and wet tongue.

Even if he wanted to he couldn't hold back an embarrassingly high pitched moan, thrusting his hips forward towards her face. That got her to giggle, which couldn't have been easy with a surprise mouthful of dick. "Mm..." She popped him out of her mouth with an audible suction-cup smack of her lips, and pink tongue flicked out to catch a drop of near-transparent pre-cum at the slit. "It's not half bad."

"Not half bad? Maybe you just need more." He inched his hips a little closer, almost rocking onto tiptoe. "See if you can get it more than halfway."

"But it's so big," she mewled doubtfully, tugging at the root of his dick, where boxers and zipper of his jeans were pinching uncomfortably.

"I believe in you and stuff, just get to it."

"What's the magic word?" She snapped loose the button of his jeans, the sudden freedom made his cock feel much better.

"Fuck..."

"Mmm I'll take it," she hummed with glee. Then she licked her hand, and before he could object to tell her to focus on licking what mattered (specifically him), she gripped as much of his turgid length in her slicked palm and squeezed.

He moaned his appreciation, rocking on his heels to get some further friction of her grip on his skin, and she stroked his cock intently, looking deep in concentration. No more complaints about how chilly the kitchen was, now slutty sultry Sally was on a mission measuring him up.

It didn't take her that long, though it sure seemed long to him in his current state of mind, that she got the measure of him just right for her to lean in and take the purplish head of his cock in her mouth.

Such a tight, talented, hot wet mouth she had on her. He groaned, annoyed at how shaky and high-pitched it was getting but not enough to stop enjoying Sally Jackson's expert (clever fucking whore probably had plenty of practice) ministrations. She swirled tongue around his shaft before leaning in to take him deeper down her throat. Soon he felt her chin graze his rapidly tightening balls, an additional and pleasurable friction through his boxers.

Such a tight, talented, hot wet mouth she had on her. He groaned, annoyed at how shaky and high-pitched it was getting but not enough to stop enjoying Sally Jackson's expert (clever fucking whore probably had plenty of practice) ministrations. She swirled tongue around his shaft before leaning in to take him deeper down her throat. Soon he felt her chin graze his rapidly tightening balls, an additional and pleasurable friction through his boxers.

"Oh fucking hell yes," he groaned appreciatively, leaning back on his heels, hands resting behind the back of his head like a boss.

Encouraged by his praise, Sally Jackson increased her efforts, doubling her speed of swirling her tongue around the head of his cock down to the base of his shaft. Once she got her rhythm down, she took her hands away from his dick to focus on pulling his balls out of his boxers, at one point pausing to press her chin against the sack with a satisfied-sounding hum. Then she reached her hands behind her back for the clasp of her bra, sliding the straps off her shoulders. It was worth Sloan craning his neck to peer down and take in the sight of Sally bobbing back and forth topless with his dick in her mouth. Almost made him wish he could take the time to ditch his jeans and feel how those tits pressed tight on his thighs when she took his whole root up.

Meh, he'd have another shot to do that later anyway. Slutty Sally the MILF Jackson was addicted to his cock already and hadn't even gotten a proper taste of his Sloan-special sploosh-induce-man-juice. Once she had gotten a swallow of that love formula she'd be hot and bothered whenever he so much as quirked an eyebrow, he was sure of it.

He just had to make sure to keep a tight grip on her short leash.

"Hey, quit that," he ordered, seeing her right hand slide down into the front of her panties. That was his job after all, she needed to be a good bitch and learn fast.

With him all in her mouth she couldn't muster up a really articulate vocal plea but she sorta whimpered around his cock, fingers sawing in and out of her underwear. The soft, faintly wet sounds she made playing with herself was almost hot enough for him to forgive her.

But not enough. Bitches needed to learn early, after all.

In a show of dominance he placed both of his hands on either side her head, thrusting his cock down her gullet until his balls were slapping almost painfully against her chin. Drool spilled down across her chin lewdly as she was forced to take his entire length over and over again like a good cockslut.

"Yeah, that's... oh fuck that's it..."

Soon though he spied her hand dipping back into her underwear again.

He pulled her off his dick harshly, and reluctantly. "That's mine, you cunt. You don't get to play with it unless I say so, got it?" When she didn't answer, just stared up at him with makeup running like a used whore and drool down her chin like an idiot with a concussion, he pulled her hair back sharply. He liked that a lot, the pained cry she gave and the feel of her hair in his fingers and tits pressed against his thighs.

"I asked you a question slut. Did you hear me or do you get off on getting punished?"

"Y-yes," she managed to gasp.

"What was that? 'Yes', what? What I asked, did you hear me?"

"Yes."

He tugged her hair again. "So do you want to be punished?"

She looked up, the corners of eyes (and her mouth) watering from the pain. "Yes."

He gave a wide, chipped-tooth grin. Any sort of droop to his hard-on vanished pretty quick at the thought of some real fun tearing that ass up. "That's what I like to hear."

Wrapping her hair around his fist, Matt pulled her up off her knees, relishing the cry of pain and maybe even a bit of excitement she gave out. Oh yeah she wanted it, wanted him, real bad.

Soon as she was on her feet, he pulled her onto his shoulder, hoisted her up in a fireman's carry which was perfect for putting a hand on her ass. Fucking perfect ass, just the right amount of firm bounce and jiggle, nice and wide. Fucking perfect ass that was perfect, just perfect enough for fucking.

Maybe he'd risk rushing things and go for anal. If he felt like it. She was into being treated like a cheap slut anyway.

Wasn't that clear by the way she practically invited him in while her fiancé was out? The way she dressed like such a horny skank under her housewife frump-chic? She knew what she needed, and exactly what he wanted. She was a grown woman and he was a teenager. If anything she was the predator, she was the fucking deviant, and a pervert like her deserved the hardest reaming his cock could give her ass.

It was a delicious-looking ass. He threw her off his shoulder onto the bed, and as soon as all of her stopped bouncing he flipped her over so he could look at that ass again with the sea-foam green underwear starting to floss up those bootylicious cheeks.

"Fucking hell you got a great ass," he praised breathily, putting both hands up on that prime cut meat and giving her a thorough squeeze.

"Mmm, thank yo-OOH-" she moaned when his thumbs teased the fabric of her panties, tickled her right in the sweet spots.

Yeah he was definitely going to go have to go for that backdoor VIP entry. If not now than later...

Why wait?

She even came with her own lub. Such a considerate slut.

"You have any idea what you do to me?" He growled, pawing at her thighs, up to finish with slaps on her ass, before grabbing at her hips. "Huh?"

"Do I drive you crazy?" She simpered, wiggling her hips, and she had to know how that made her asscheeks juggle just right.

"Yea huh..." Matt Sloan looped fingers around the elastic of her panties, dragging them down her legs. She lifted her hips to help him out, incidentally flexing her butt. Someone didn't skip leg day. Or maybe she was into yoga...maybe hot yoga. Though actually he didn't know what made one different from the other, it was all hot to him.

She raised herself up onto her knees and elbows after he whipped the panties down and off her ankles with a flourish. Peered back over her shoulder to see him take a whiff of the damp lace and satin that so ripe with her desire it was overpowering. "You drive me crazy too...I'm so wet, and I feel so empty without you inside me. Don't make me beg because I'll beg. I'll beg for it, gag for that big, hard cock...whatever you need me to do for, or whatever you want to do to me, just fuck me. Fuck me please."

He leaned down and like a weird butt vampire took a bite of that juicy ass, hard enough to leave a mark. His mark, hard enough so that they'd be able to read his fucking dental records off her keister, and if she so much as mooned Mr. Blows-Fish he'd be able to tell she was stepping out on him and offering up that awesome ass for a real man who knew how this slut wanted to be treated. She'd have to make boring missionary love to him under the covers with the lights off for... well for as long as Matt mother-fucking Sloan decided.

Emboldened he gave another love-bite on the other ass-cheek, getting harder than he thought possible when she gave another pained, anticipatory moan.

Oh yeah, she fucking wanted him.

He'd oblige, that was the kinda nice guy he was. "Turn over," he demanded, punctuating with another open-palmed booty-smack.

She did of course, with a giggle and flounced onto her back, arching hips to avoid her bruised ass touching the sheets. That made it too fucking easy to slip fingers in the cleft of her thighs, probe her quivering pussy, her tight walls clenching around his fingers begging for the real thing. Her breasts all shaking and nipples hard with anticipation. Anticipation for penetration, from the very best she was ever going to get. The anticipation was definitely the best part... well, definitely second-best.

"I think," he whispered, "that I could really get in the mood if you went on begging."

"I want you," she insisted, begged. "I want you so bad, I'll just die if I don't get some of that thick cock, please, I'll do anything you want, be whatever you want me to be-"

Her pleading, and the squirming, was definitely doing it for him right now. "Did you like sucking on my cock? You like how that tasted?"

"I loved it, I need it again," the pathetic cougar moaned. "I need you to fuck me until the bed breaks, I need you so deep inside me right... there..."

Her squirms broke into spasms, and her moans turned into a keening gasp of overwhelming pleasure. With clever fingers spreading her lower lips apart, breathing hot right on her clit, he could see just how moist she was getting, pink walls flushed almost saffron with want. "Wow you really do need it."

"I need you," she insisted breathily, trying to take his fingers in, gyrating her hips as best she could with her legs spread wide like only a professional whore could manage. "Please."

"Prove it," he demanded. "Prove that it's not just any cock that you need nutting up in you, that you're fucking mine when I'm inside you."

"Whatever you want," she insisted, sweating, hands gripping the comforter, sheets unraveling off the bed with all the fuss she was making.

"Gimme your ring," Sloan demanded. "Now, slut."

She started, hesititated, whether because of the demand or because of the name-calling, Sloan wasn't sure and didn't care. He forcibly pushed fingers up to the knuckle into her sex, hard enough to hurt, getting her even wetter and louder. She shakily pried the engagement ring off her finger, practically tossing it to Matt's general direction. He caught it, smooth as a player like he could be, and slipped it on his moistened pinkie.

"I'm your man now. The only man for you." Licking his lips, he arranged himself at her entrance, and thrust into her entirely with an impatient stroke. "And you..." he panted between hammering away at her, "are my... bitch."

"Slut, bitch," Sally gasped, "yes, yes yes, I'm all yours!"

"Get to screaming," Sloan ordered, picking up the pace, feeling himself getting close. He took another wiff of her panties, relishing the scent on the lace and on his fingers, purely her before any jizz got into the mix. With a wicked grin, he shoved the panties into her mouth when her screaming started. They barely were substantial enough to cover her crack, so they didn't do so much muffling, but he got used to seeing her mouth full. It got him, and this was unbelievable, even harder.

He groaned, thrusting deep and harder, gripping the back of her knees to keep her spread wide for him, but she was still so deliciously tight and hot he knew he'd not be able to hold off much longer. After a particularly vocal scream she gave off through her lacy gag, and tight squeeze her walls gave around his cock, he didn't bother holding off the floodgates, and then came the sploosh-

"F-fuck..."

Matt Sloan gasped, knees buckling, grasping the dresser for support.

His pants were undone somewhere past his knees, boxers and all, and he was certain he had never cum so hard in his life before this day with Sally Jackson's panties wrapped around his cock, nothing but his spit for lube.

Well holy shit, the panties he picked out started a soft teal but now that they were filling up with his cum the color was going a dark blue, almost turquoise as they soaked him up. Felt like he emptied both nuts and a half in those cheekie underpants.

"Damn Sally J..." He'd have to take some of these panties for the road, maybe a bra she wouldn't miss. It wasn't a sustainable system, and he knew this itch wouldn't be scratched by a few more jerk-off sessions but he had to do something.

First though, he had to hide. Only place to hide was under the bed, there wasn't more time.

Someone was unlocking the front door of the apartment, right now.

"Shit shit shit..."