THIS FIC CONTAINS EXPLICIT SMUT. GWEN IN THIS FIC IS TRANS AND HAS A PENIS. ALL CHARACTERS INVOLVED ARE OVER 18. PLEASE ENJOY!

XXX

One of the downsides to having a superhero costume with a lot of white is that it's near impossible to hide the blood.

''Gwen!?''

Gwen's heart ached when she heard the fear in May's voice. She hoped that the older woman would have gone home for the night. There was nothing that Gwen hated more than seeing the panic-stricken expression plastered over May's face after a gruelling fight with her supervillain of the week. Gwen limped her way into the base, lifting her hood and removing her mask as May came rushing over to inspect her injuries. Gwen's bruised face was cast in light, showcasing her newly formed black eye and a cut just above her brow. A faint trail of dry blood trickled from her nose. Her left cheek was swollen, causing May to hesitate as she was a split second away from cupping Gwen's face to check on her.

''What happened to you?'' May asked.

Hissing sheepishly through gritted teeth, Gwen tried to ignore the pain so that she wouldn't worry May any further. ''Well…I had just stopped a robbery. Usual shtick. Guys with knives and clubs. Nothing I couldn't handle. Unfortunately, Rhino was in the middle of his nightly jog…''

Her attempt at humor backfired as she felt a surge of pain near her ribs when she laughed. She groaned and clutched her side. May helped her to move forward. She looked over at Gwen.

Despite everything, Gwen's cheeks flared up when she felt May standing so close to her. She hoped that the older woman would mistake her blushes for sore spots. Although, with how frightened May looked, Gwen dashed those hopes away. She cleared her throat and tried to walk away. ''I'll be fine. Super healing, remember? Sure, it's not on the same scale as Wolverine or Hulk's…''

''You should still get cleaned up. Do you want me to help you to the shower?''

Gwen blushed again. She turned quickly and started hobbling towards their base's bathroom. ''No! I can make it.''

May sighed worriedly. ''Very well. But, when you come out, I'll have a proper look at your injuries.''

''O-okay,'' Gwen stammered.

She knew what that meant. Before she entered the bathroom, she glanced over her shoulder and saw May offering her a warm smile. Gwen smiled back as her heart skipped a beat. Gwen had never known anyone as strong as May Parker. She might not have had any powers like many of Gwen's allies, but she had seen so much over the last couple of years.

More than any person should.

When Gwen turned away, her smile dropped. She thought about Peter. He died a hero. But, he also died too young. Gwen cursed the world for ripping her best friend away from her. She had only gotten her powers a few months before his death. They hardly spent any time together as a friendly neighborhood crime-fighting duo. The image of Peter's body being cradled in May's arms as she cried would haunt Gwen for the rest of her life. She didn't know how May managed to continue. But, she did. And she was able to motivate Gwen to continue as well. She spent more time at this base which Peter designed than she did in her own home. But, that was mostly because Gwen threw herself from one fight to the next.

She felt that she had to keep fighting.

There was no more Spider-Man.

There was now only the Ghost-Spider to protect the neighborhood.

However, fighting bad guys was the easy part. The complicated part made itself known after Gwen spent more time with May. The older woman had settled herself into the role of 'guy-in-the-chair' quite well. She constantly had Gwen's back throughout her superhero duties.

How could Gwen not fall for her?

Yes, Gwen had fallen for her dead best friend's aunt.

Superhero life is the hardest, messiest fucking thing in the world.

XXX

This was the part that Gwen dreaded the most because of how much it excited her.

After stepping out of the shower, she dried herself and exited the bathroom. Her casual clothes were at home, and there was no way that May was going to allow her to wear her bloody and torn costume. So, Gwen walked over to the chair and sat in front of May completely naked. May did not seem phased by this. She was a professional. Plus, it was far from the first time she had seen Gwen like this.

Gwen shuddered as she recalled a painful night of trying to recover from being poisoned by the Scorpion. She was burning up all throughout the night; vomiting and crying out in agony. Gwen's costume had to be removed as it felt constrictive around her body. May held her hand through the whole ordeal. She didn't leave Gwen's side until her enhanced spider system fought back against the poison. Gwen could still remember the moment when she was conscious enough for reality to set in, and she registered that she was revealing all of herself to May. Gwen covered herself and apologized profusely. May batted away Gwen's concerns and remarked that she was only looking out for Gwen's well-being. She wasn't embarrassed or distracted by Gwen's nude body, as impressive as it was. May's words. There was still some debate inside the back of her mind as to whether or not she caught May staring down at her lower region when she felt a rush of excitement and she started to become erect. Gwen never questioned May about it. She chalked it up to post-deliriousness from the poison.

Since then, May has patched up Gwen whenever she suffered serious bodily harm from a supervillain. A few of those times required Gwen to strip down to nothing just like tonight. Each time it happened Gwen tried not to react. May was focused on Gwen's wounds. She stitched her up. Cleaned her cuts. Masked her bruises with make-up so that Gwen wouldn't be questioned about them by her father. All the while, Gwen was trying not to stare at May like a love-struck puppy.

She had gone through the list of reasons why this wouldn't work. She immediately tossed out the fact that May was thrice Gwen's age. Gwen was twenty. They were both adults. And Gwen had always found herself more attracted to older women.

The superhero life was too dangerous to indulge in personal relationships. That one seemed obvious. However, May was fully part of Gwen's life as Ghost-Spider. It had been that way ever since Gwen got her powers. Peter's identity had been discovered by May a while ago, and so, she knew about Gwen the moment Peter knew.

Peter.

He wouldn't approve of this, would he?

This was his aunt. What person would be okay with their best friend having the hots for their aunt?

Peter would.

Despite the torment from bullies, he was always there for Gwen with a chirpy smile and nerdy fact that would make her life. He was the first person Gwen came out to. She was the first person he told about his dual identity as Spider-Man. He used his first paycheck from the Daily Bulge to assist Gwen with medical bills. She was the one who encouraged him to take a leap of faith and ask Mary-Jane out on a date. They had each other's backs through thick and thin.

''I'm sorry, does it hurt?''

Gwen was dragged out of her thoughts by May's question. She soon realized that a single tear was streaking down her cheek. Gwen huffed and wiped the tear away. ''Oh, no. I was just thinking…''

May's expression softened. ''Well, I'm almost done. The blood has been washed away. And thankfully I don't have to get the stitches out.''

''Yeah, Rhino is more of mash-and-bash guy than a slice-and-dice one.''

This quip did earn a slight chuckle from May. She seemed more relaxed now. ''How is your leg?''

They both looked down as Gwen kicked her leg back and forth. ''There's a little stiffness in my knee. But, it's not as bad as it was before.''

''That's a relief.''

A chill crawl up Gwen's spine when she noticed May's eyes wandering. It was a slight shift in direction. But, she could see that May's gaze had moved from Gwen's leg to her groin area. Despite the superheroine's best efforts, she couldn't hide the fact that her dick was beginning to stand. She hoped that the cold shower would have sorted it out. But, being with May like this left her in a blissful daze. Her body was reacting appropriately. Her cock was hardening and becoming thicker.

The only time that May ever verbally addressed Gwen's private area was when she was curious to know if the spider bite had affected her body in any considerable way.

That was her polite way of asking if the spider powers included making Gwen's dick bigger.

Gwen told her that it didn't. The impressive 10 inches that May saw before her were all a product of Gwen herself. The rest of her body saw benefits as her muscles became more defined. Her body was lean and powerful; perfect for a nimble superhero.

Not wanting the awkward silence to drag, Gwen sat up on the chair and smiled at May. ''Thanks for this.''

''Don't mention it,'' May replied. ''Just be more careful next time. I don't know what I'd do if I lost you too.''

Finally, May showed the first signs of breaking. She released a shaky gasp and turned her head away to hide her tears.

Gwen's heart went out to her. May had already been through too much loss. First, there was Ben. Gwen had never seen Peter more anguished than during that first week. When she visited the Parker home, she saw that May was in pain too. She tried to hide it. Maybe she thought she had to be strong for Peter. Either way, she had lost a piece of herself.

Years later, it would be Peter. He died protecting everyone from a Venomized-Green Goblin. It took the combined effort of Peter, Gwen, Daredevil, Jessica Jones, and Ms Marvel to defeat the monster. By the time other heroes arrived, it was too late. Peter had removed the symbiote from Norman, trapping it in a container that Reed Richards designed specifically for the extra-terrestrial parasite. But, at the cost of his own life. He lived just long enough to comfort May as she held him. On that day, he was the one being strong for her.

Gwen wondered if she could make that kind of sacrifice. She hoped that she would never be in a situation where she would have to make that choice. Not so much for her sake, but for May's. Her heart wouldn't be able to take another loss. Gwen wished that she could promise something like that would never happen to her. But, as tonight with the Rhino proved, any night could be Gwen's last. If she had been a split-second slower to dodge, she might have been crushed. It would have been an unceremonious end. But, an end is an end. It could happen again tomorrow or the day after. There could be so much Gwen would miss out on if she wasn't careful. She could miss out on telling May how she really felt.

It was that thought that guided Gwen through her next course of action.

She reached out to cup May's cheek, turn her head so that their eyes locked, and pulled her into a kiss.

Barely a second after their lips touched, Gwen pulled away. Regret flashed across her face. ''I'm so sorry! I wasn't thinking. I mean, I was! But, I…''

May looked stunned beyond words. Her eyes were wide as she took in every slight change in Gwen's expression. ''It's fine. I just thought you'd be more interested in kissing women who are your own age.''

Gwen wasn't sure what to think. May didn't seem to be displeased by the surprise kiss. On the contrary, there was a hint of a smile from the older woman. Gwen's heart leapt into her throat. Could this really be happening?

Fuck it.

''I want to kiss you.''

They gazed longingly into each other's eyes. May could see that Gwen was breathing heavily. To ease the younger woman's nerves, May placed her hand on Gwen's chest to calm her racing heart. Gwen melted at the touch. They leaned closer and embraced once more. Gwen wrapped her arms around May and guided her onto her lap. Their kiss deepened as May straddled the superheroine, grinding herself against Gwen's throbbing erection whilst the blonde's hands caressed her mature body through her clothes.

''Have you ever been with someone before?'' May asked.

Gwen glanced at May bashfully. ''Not all the way.''

While she was a virgin, she wasn't totally inexperienced when it came to intimacy. Her blushes intensified as she recalled the make-out sessions she used to have with Aña Corazon. And there was one occasion with Mary-Jane before Peter had asked the redhead out. It still baffled Gwen remembering how chill she was about giving the blonde a blowjob.

May offered a comforting smile. However, Gwen could see the pain behind it. ''I haven't been with anyone since Ben.''

''We can take things slow if you want.''

''Well, I imagine that you would have to go easy on little old me. Even in my youth, I doubt I would be able to keep up with your super stamina.''

They smiled as Gwen rested her forehead against May's. Gwen's lips travelled down to May's neck. May moaned softly and tilted her head back to let Gwen kiss her throat. May moaned with pleasure as she continued to ride herself against Gwen. She felt her massive cock rubbing against her crotch. Her trousers were a frustrating layer of protection.

After peppering delicate kisses over May's collarbone, Gwen's hands started to knead her cleavage through her shirt. May's moans escalated as Gwen massaged her soft mounds, tugging at the buttons on her blouse before pulling it open to reveal her white bra underneath. May sighed. ''They're not what they used to be.''

Gwen unhooked May's bra and gently pulled it off to reveal her breasts. Their age was noticeable. However, the sag didn't deter Gwen in the slightest. Her eyes sparkled. ''They're amazing,'' she purred before leaning closer to palm the left breast and suck on the right one.

May gasped as she felt Gwen's tongue circle the rosy bud before gently taking it between her teeth and tugging. The moans that escaped from May electrified all of Gwen's nerves. Her cock throbbed in response as she sucked on May's breasts as if they were her last meal. May ran her fingers through Gwen's hair, encouraging her to continue. As Gwen lavished May's tits, her hands slid down to pull the older woman's trousers down her legs. Another sharp gasp erupted from May as she felt Gwen strip her. Her panties were the next to go. Gwen's fingers danced over the skin of her legs as she pulled the last garment down to her ankles. As May kicked them away, Gwen parted from her breasts and beheld the sight that was May's body.

''Holy shit, you're beautiful!'' Gwen said.

May gushed at the compliment. ''I was going to say the same thing about you, with less vulgarity.''

''Are you really going to scold me for having a dirty mouth?'' Gwen teased. Suddenly, a light bulb illuminated above Gwen's head. She smirked and placed her hands on May's waist. ''Do you trust me?''

''You know that I do,'' May replied sincerely.

Gwen brought her hands behind May to cup her rear. For a moment, May had the pleasure of feeling Gwen massage her ass cheeks. Then, she felt herself being hoisted higher until Gwen's face was aligned with May's pussy. Gwen's strength coupled with her sticky grasp meant that May was perfectly secure. May glanced down to see Gwen flick her tongue out, teasing her soaked entrance. A wave of excitement rushed over May's body. She'd forgotten how good this sensation felt. Gwen lapped at her pussy eagerly. May's clit was toyed with for a short while before she felt her lover's tongue ease inside her lower lips. May cried out and gripped Gwen's hair, riding against the blonde's face. Gwen kneaded May's ass cheeks, making the older woman squirm as she devored her, sucking her juices.

''Oh, Gwen!'' May panted. ''That feels so good! You're making me feel…''

Her throat hitched as Gwen thrust her tongue in and out of her at a rapid rate. Wetness flowed down the corners of Gwen's mouth like a waterfall. She couldn't stop herself. May's taste was intoxicating. Over and over again, she lashed her tongue from one side to the other. She probed deeper. She licked faster. Everything that Gwen was doing was causing May to ascend with euphoric bliss.

''G-Gwen…I…'' May tried to warn her. But, her voice croaked.

Gwen knew what she was trying to say. She could tell by the way May's body was trembling. She licked the older woman's pussy as fast as she could until she felt a flowing surge envelop her mouth. May's juices were the sweet fruit that Gwen had desired for so long.

May panted heavily as she rode through the waves of her orgasm against Gwen's face. After her climax, Gwen eased her back down onto her lap. Gwen had never looked so sexy before. The lower half of her face was drenched. May couldn't resist swooping in for another kiss, tasting herself on Gwen's lips.

''Shall I return the favor?'' May inquired.

She was surprised to see that Gwen was slightly hesitant. ''You don't have to if you don't want to.''

''I wouldn't have asked if I didn't want to,'' May smirked, bringing her hand down to her desired target before wrapping her fingers around it. Her digits couldn't coil fully around the girth due to its thickness. Gwen shuddered under May's touch, especially when the older woman started to pump the shaft. ''Shall I continue?''

Gwen nodded frantically. ''Please!''

May smiled as she lowered herself onto her knees and rested between Gwen's parted legs. Without breaking eye contact, May licked along the underside of the shaft. Her tongue travelled from Gwen's hefty balls to the tip of her cock where pre-cum was already leaking from her. May wrapped her lips around the head and began to bob her head back and forth. Within seconds, Gwen's cock filled her mouth and hit the back of her throat. May attempted to deepthroat the immense shaft many times. She gagged and choked on it, desperately trying to reach the hilt. Her efforts resulted in many sweet moans of approval from Gwen.

''May…ah! Uh…'' Gwen stammered while watching May take her length.

''Don't hold back, sweetie,'' May purred as she fondled Gwen's balls whilst sucking her. ''Tell me how you're feeling.''

Gwen had tried to be courteous. However, with May worshipping her cock like this, she couldn't suppress herself any longer. ''You're sucking my cock…so good! Fuck!''

May smiled around Gwen's cock. She bobbed her head faster. The sound of her gagging echoed throughout the room. Her neck bulged under the enormity of Gwen's dick as she took it down her throat. Saliva rained down the shaft, coating Gwen's balls. May played with them as if she was enticing Gwen to cum. Despite her sweet, elderly demeanour, May had proven herself to be quite the wild one in such a short time. Gwen was left breathless. She thrust her cock, fucking May's face until she felt a sudden jolt.

''Oh fuck! I'm about to cum!'' She cried out.

May didn't stop. Her lips remained tightly sealed around the girth as Gwen buckled under the intense pleasure and came hard. She filled May's mouth in no time, pumping her thick load down the older woman's throat. May tried to swallow it all. But, there was more than she expected. She was forced to pull back. As she gasped for air, she felt rope after rope of Gwen's hot seed paint her face. She was surprised to discover how much she enjoyed the sensation. She'd never done anything like this with Ben. But, watching Gwen stroke herself as she fired the last few threads from her cock onto her face made her heart flutter and her skin turn hot.

''Holy fucking shit! That was so hot!'' Gwen groaned.

May smiled and climbed back onto Gwen. She straddled her and kissed her. Once again, they shared the taste of the other person's sweet essence. With May's pussy soaking Gwen's thigh, it didn't take long for the superheroine's cock to return to full hardness. They gazed at each other. The crushing weight of what they thought about doing next dawned on them simultaneously.

''Are you sure about this?'' May asked.

''I've never been more sure of anything,'' Gwen smiled and kissed May. ''Should…should I get protection?''

May giggled. ''It'll be fine. That ship sailed a long time ago. You can finish inside of me if you want.''

Hearing those words coming from May caused Gwen's cock to pulse, hitting May's groin in the process. May laughed as Gwen blushed. The blonde reached down and held her cock aloft, positioning it right underneath May's pussy. The older woman descended slowly, feeling the tip push through her wet entrance. May gripped Gwen's shoulders, bracing herself as she felt Gwen enter her. Her pussy was stretched considerably by the size. ''I've got you,'' Gwen whispered, holding onto May as she thrust until she was at least halfway inside.

May's body quaked as she settled onto Gwen. It helped to have Gwen caress her body as she became accustomed to the sensation. It also helped that her pussy was dripping with desire, making it easier for Gwen to start sliding her cock in and out. Before long, May had found a steady rhythm as she rode her cock. Gwen quickened her thrusts. She bucked her hips wildly as she rammed her cock deep inside May. Soon, every inch of the superheroine's length was being slammed inside May over and over again. Gwen grabbed May's ass cheeks and helped her by forcing her to bounce on her cock.

Screams of pleasure reverberated off the walls. A layer of sweat was sheening over May's body as overwhelming ecstasy threatened to spill her over into unconsciousness. But, she held on, both figurately and literally. She raked her fingers up Gwen's back and slammed their lips together.

''So tight…'' Gwen gasped.

May rode harder and faster. Her breasts bounced along with her motion. ''So big!''

May's body was caving under the pressure. Her legs jerked uncontrollably as another surge of wetness erupted from her, coating Gwen's cock and groin. Gwen's release wasn't far behind. With a renewed burst of strength, Gwen stood up and carried May with her. She fucked the older woman whilst standing up, forcing her to bounce on her length over and over again. May held on with the little stamina she had left. She squirmed as she felt Gwen's cock throbbing. She then experienced the greatest sensation when she felt Gwen cum inside her. Gwen growled ferally as she filled May's pussy to the brim.

Gwen's seed was spilling out of May's entrance as they returned to the chair. The older woman panted heavily as she rested on her lover. They could hear each other's racing heartbeats. Gwen stroked May's hair and kissed her forehead. ''I love you, May!''

Hearing those words trigged another wave of tears from May. But, these were made from joy. She locked eyes with Gwen and smiled. ''I love you too.''

They shared one final kiss before tiredness crept over May and she became content with sleeping on Gwen. The superheroine didn't mind in the slightest. She'd stay like this for as long as was needed.

XXX

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