"Because none of you have ever wanted to punch Wolverine..." Spider-Man snapped at the X-Men. He'd defeated the giant spider mutant attacking New York but they still had to ask him why he'd done things the way he did. It was irritating. On the other hand, there was one advantage. He was glad he was wearing a mask, because then they couldn't tell he was checking out the feisty brunette of the team. Kitty Pryde

The yellow and black costume seemed to fit her quite tightly, but he thought it could probably be tighter. Oh well, he was just going to take it off of her anyway.

Kitty had always had a bit of a fangirl crush on Spider-Man, but the way he had punched Logan out, and the edgier side to his personality now emerging. There was something deeply arousing about that. Maybe it was just her imagination, but he seemed to be looking directly at her, the whole time.

"You should get back to the school guys," she told the team, "I can help Spidey clear up here." Logan didn't seem to like it, but he did as Kitty suggested, taking Hank and the others back to the school. Once they were gone, Spiderman stepped towards her. "You do know I don't deal with clean-up..." he said quietly to her. She blushed and nodded. "I..." she started but she couldn't find the words. He smirked beneath the mask and raised a finger to her lips. "I know," he told her.

He wrapped an arm around her waist and sprayed a web up into the air, catching on a nearby rooftop. They took off in the air, swinging across the sky. Within moments they were at an apartment, entering through a window. Kitty didn't know where the apartment was or who owned it, but she didn't care because once they were inside, he'd laid her down on the table, on her back.

The lights were off and she couldn't see clearly as he took off his mask. Then he climbed onto her and she could see him wink before their lips crashed together. His lips worked hers apart as his hand slid down her side then gripped her crotch through the costume, pressing in her vagina and rubbing roughly. She moaned into the kiss.

He licked her cheek as he pressed on her pussy. She couldn't stop the moans and groans as his tongue dragged around her face while his hand groped her vagina. He flipped her around so she was facing away. He kept pushing on her vagina while the other hand unzipped her costume, kissing down her back. He spun her back around and tugged off her costume fully, tossing it away. Kitty laughed softly as his hands ran down her chest.

Kitty rolled off his shirt, breathing heavily as her chest rose and fell. He pushed down her bra and kissed her boobs. His hands slid back down to her entrance. She moaned out as his fingers slid underneath her pink knickers and pressed into her. Pumping in and out of her vagina, he grinned, savouring her moans. He nibbled on the ends of her breasts causing her to gasp. "I need you..." she gasped as he fingered her. He shrugged and removed the rest of his costume. His dick pressed against her underwear. "How badly?" he asked tauntingly. "Real bad..." she admitted, turning red. He laughed and yanked off her knickers.

He bent her over the end of the table and lightly tickled her butt. She let out a short laugh and then he pressed his penis to her ass. His hands flew to her breasts, working them gently. "Ready?" he asked. She nodded and he started to thrust.

It didn't take him long to get up to speed, pounding into her. Short quick gasps filled Kitty's throat as he screwed her. He released her breasts to grip her hips so he could deliver maximum force. He fucked her so hard the table shattered beneath them and they fell to the floor.

He wasted no time grabbing her again and pulling her back to her where he spread her legs apart and slammed into her pussy. Kitty cried out in shock but quickly caught her breath again. "Wow..." she managed to say between harsh breaths as he fucked her intensely. Spidey could feel she was close so he picked up the pace, thrusting even harder. "Spider-Man!" she screamed out as he she started to orgasm.

He slowed to a stop, pulling out of her, still hard. She took a moment to catch her breath, grinning from ear to ear. He traced a finer down her stomach and over her navel then cupped her face and guided it to his penis. "if you would..." he asked and she nodded, opening her mouth and taking his cock in.

For the blowjob, she sucked down the shaft slowly, while her small fingers massaged his balls. He groaned as she kissed the end of his dick then brought it back into her mouth. His hands rested on the back of her head as it bobbed up and down. "You're amazing..." he told her with a smile as she pressed her thumbs to his testicles. "I prefer uncanny..." she whispered with a smirk as she released his balls and jerked off his shaft, her lips gently pressed against the head. Peter let out a deep sigh and ejaculated down her throat. She grinned.

She stood up and wrapped her arms around his shoulders, kissing him gently. "So do you have a bed, or do we need to find another table?" she asked cheekily as his hands started to roam her body again. "I have a lot of tables..." he told her then leaned down and whispered into her ear, "And web-rope..."

Author's Notes: Don't know exactly what web-rope is, but he has it. In case you didn't work it out, this is set at Avenging Spider-Man 13. I took some inspiration for this from the ultimate universe, where Kitty and Peter were really cute together. Mostly though, I was just seeing Kitty as Emma Watson. Hope you enjoyed. Who else would you like to see? I'm considering Black Widow, Spider-Woman, Black Cat and Ms Marvel at the moment but I'm open to suggestions for who, when and how.