Chapter One: I Stop being a Lying Nephew

Aunt May Parker (Marisa Tomei)

WARNING: This story is not in the MCU, I just prefer this portrayal of Aunt May. This story is not directly connected to the MCU, a game or even a particular comic run. Enjoy.


My name is Peter Parker, just your average run of the mill genius eighteen-year-old high school student in the Big Apple, who loves photography and science, who gets picked on all the time and can't talk to girls at all. That is besides the fact that for the last two-and-a-half years following a radioactive spider bite and the death of my Uncle Ben, I became the renowned hero, Spider-Man.

Yeah, totally average, Peter. You should totally keep trying to convince yourself of that.

Most people would assume, "Hey, that Spider-Guy is seriously shredded from the looks of his skin tight suit, and thats not the only noticeable thing under the spandex! That guy must have a girlfriend!" Those people would be wrong.

Beneath the quips and saving the day, I really was still an awkward teenager, entering the last months of my time at Midtown High, so I was still really bad with the ladies, even with my masked alter ego meeting his fair share of gorgeous women from both the forces of good and evil. It was my own fault really. I never put myself out there as Peter during the day, and by night as Spider-Man I was far too cautious about getting too close to people for their own safety.

It was like their was an evil force looming over me, cursing me with misfortune. I could picture some balding neck-bearded fat guy in his late fourties' sitting down and writing all the bad stuff in my life, giggling to himself as he proudly declared, "Hey guys, check this out, you're gonna love it! I just made Peter watch his Uncle get shot because of his own actions! I might even make him get beat up by some crazy scientist or hitman soon, or put his friends life at risk. Ha! This is so funny."

But misfortune can only last so long, right? I mean, with high-school almost over, I've got my whole life ahead of me to figure out how to balance real life and the superhero gig, to go to college, get a good stable job as a scientist or start my own tech company, help pay off my Aunt May's mortgage and eventually start a family with a nice gal. Like any omnipotent being controlling my life would be so cruel as to give me even worse luck after the hell that is high-school? That would be ridiculous!

I digress, I'm getting caught up in a worse tangent than the time I'd met the Avengers when our different investigations turned out to be connected and I started to geek out when faced with my literal heroes. Like Captain America was one of my idols growing up, Tony Stark is a genius who I really want to be working with one day and Black Widow is so hot- Shit! I did it again, I'm rambling.

My point was, I'm starting to think that things should start getting better soon. Maybe somebody else has got a chance to write the story of Peter Parker, the Amazing, Friendly Neighbourhood Spider-Man. At least, I sure hope so.


Like most days, I woke up late, long after my first alarm.

It was to be expected when I stayed up late all night fighting bad guys and snapping what pictures I could for the Daily Bugle to get a few extra dollars for Aunt May and myself. To be perfectly honest I'd gotten used to the late nights after all these years, with a ton of thanks going to my enhanced stamina for needing less sleep than the average young man.

Yawning, I sat up and stretched in bed, rubbing a tense sore spot on my back that I'd earned last night, which would be bugging me for a while by the looks of it. Grumbling, I rolled my shoulders and sighed at the satisfying crunch of bones, before going over to my desk and picking up my charged phone, seeing it was almost 7am and running in for a quick shower, which barely lasted long enough to soothe the bruises which would hopefully fade by this afternoon thanks to my healing factor.

Once I hopped out of the shower I went back to by room to check myself in the mirror and fix my shabby brown hair. As I did I was thankful to learn that my brown eyes hadn't been bruised in the fight last night like I'd feared at the time, so nobody would ask me any questions. Once that was done I realised I'd failed to put on pyjamas when I'd stripped out of the suit last night (which I'd at least remembered to put in my backpack before passing out), so I was looking at my drying naked self and had to admit, I was really liking how I looked at the moment.

If you'd seen me before the bite, you wouldn't have thought much of me. I was your average skinny awkward fifteen-year-old boy, still wearing glasses and I wasn't really taking care of myself in any way. Then over night I transformed into what Aunt May would often teasingly refer to as a stud just to get me to blush, but I had to agree with her. I'd gotten toned and grown significantly in a matter of hours, my skin became clear, my glasses obsolete, even my dick grew and you all know the other perks I got along with that. My looks had only improved over the years as I trained and took better care of myself to the point where most people wouldn't think that the past me and who I was now were the same people, and they would be right, I was different then, now I'm a superhero and I'm now very proud of how I look, despite all the fading bruises and quickly healing cuts scattered across my torso, arms and legs from the battle I'd had the evening prior.

Before I could get too wrapped up in whatever ego I had, I realised that I had to get changed quickly if I wanted to make it to school in time for first period. So I pulled on my underwear, a t-shirt and over shirt, along with some trousers and my shoes, which were all items of clothing I wore which I knew from experience I could change out of quickly if I needed to go to business as Spider-Man. Once I was ready, I grabbed my backpack, tucking my suit away in a secret compartment I'd made, gathered my books and homework and packed some extra web fluid.

Putting on a practiced happy face, I walked out of my room, down the narrow hall of my home apartment in Queens which held my room, Aunt May's and the bathroom, and entered into the small living room which connected to the kitchen, where I saw my beloved aunt at the counter, having just poured me some cereal as I approached, with my lunch laying a bit away from her for me to grab as I went out the door.

A common misconception a lot of people had when they learned that I lived with my widowed aunt was that she was some elderly spinster, in her twilight years. They couldn't be further from the truth. May was what my best friend, Harry Osborn, would refer to as a MILF, or a cougar, but I would simply say that my aunt was one of the many drop-dead-gorgeous women in my life. She had beautiful flowing long flowing chocolate brown hair that went just past her shoulders, which she commonly had slung over her shoulder and framing her olive face which always bore a kind smile or a cheeky smirk, being illuminated by her darker brown eyes. And that's not even mentioning her body - no, let's ignore that train of thought for the moment.

She'd gotten married to my late-fathers older brother Ben - my now late-uncle - not long after I was born when she was a young woman in her prime and a bit younger than my uncle to say the least. She was still a young woman when they took me in when my parents plane crashed when I was four, she was was still young when I got bitten by the spider and Ben died, and I stood by the stance that she was still young even now, as a forty-six-year-old woman. May had always been there for me, through thick and thin, through all the broken bones and bullying, the good days and the grief, I often hoped that she felt that I did the same for her.

This morning, however, as May turned around to hand me my bowl of cereal, she looked tired, her beauty playing second fiddle to what I could only guess was worry. She didn't say anything at first, not even a welcoming smile crossed her lips, so I gently took the bowl from her hand and gave her a kiss on the forehead, murmuring a quick, "Good morning, May," before leaning against the fridge as I began to eat my breakfast. I had a few minutes to spare before the walk to school, I could make time to talk to her.

"Good morning, Peter," she replied, her voice hollow, the same way it had sounded a few years ago, when Uncle Ben had died, when she'd spent days crying herself to sleep and barely been able to talk in the mornings. My concern for my aunt grew rapidly in that moment as I stopped eating and put my bowl down, looking her in her worried teary eyes and she uttered words I'd been hoping to not hear for a long time. "You snuck out last night. Again. Do you really think I haven't noticed."

"I-I... I'm sorry, I didn't," I croaked, debating whether to step over and hug her for her comfort or to stand back and give her her space. I didn't know what to say, I certainly didn't want to lie to her, it wore heavy on the heart, so I kept my mouth shut.

"I've noticed it for a long time, after dinner, when you say you're going to do homework, you sneak out of your window and down the fire-escape and go God knows where!" the older woman barked, her arms flapping animatedly as she spoke. "You know, at first I thought you were sneaking off to hang out with friends, or see a girlfriend you've been keeping secret from me or something, so before I go off on a huge rant can you please tell me if you are?"

That was my chance to cover my tracks, to tell my aunt another lie with the others I'd been telling her over the last few years, and break her trust entirely if she caught me out - when she caught me out. I couldn't do that, not to her, not anymore. "You're right, May, I'm not hanging out with friends, and sadly I don't have a girlfriend to keep as a secret from you."

For a moment I saw gratitude cross her face as I told the truth to her, but the worry returned to her as her voice grew shaky and her lips trembled, "Then where are you going, Peter? Who are you hanging out with. Some nights, you come home so late, and in the mornings you try to cover up injuries and think that I don't notice when you limp, or have a black eye. How stupid do you think I am?" I was about to interrupt her and tell her she wasn't stupid as she said, but she lifted her finger to shush me and I knew to stay quiet. "I'm worried that you're in a gang or something, doing drugs or some kind of Fight Club bullshit! I'm worried about you, Peter. You know this city is dangerous, and every night you sneak out and I hear their's been some tragedy that needs Spider-Man and I get worried that you might be hurt while out there. I'm worried about the future that you're trying to make for yourself, about your grades, but from what your teachers tell me you do your homework and your grades are still top of the class. What's going on with you Peter? What are you doing?"

Those last two sentences hung in the air for a moment, echoing across my mind as I thought about what to do, what to say. I could lie again, it would be so easy. I could tell her I was doing extra work at the Bugle following Spider-Man to try and get some more stable income, but nothing had come of it yet. I could say that Harry's dad, Norman Osborn, was showing me the ropes of the tech department at Oscorp and that sometimes the experiments would go haywire. There was a lot I could say, but only one thing I should say.

"I'm Spider-Man."

I'd thought of saying those words a million times over the years. There were so many ways I'd thought about saying it, to so many people. May, Harry, Mary Jane, Gwen, and any of the fellow superheroes I'd met on the job. Hell, I'd even thought of ways to tell Flash Thompson, if only to get him out of my face when he needlessly picked on me in school. But I couldn't tell anyone. Not today, not ever. Whether I cared about them, loved them, or not. It was simply to risky, I made too many enemies as a superhero that could hurt my friends and family, so keeping them an arms length away from that life was for the best. I certainly couldn't ever risk May's safety, she was the only family I had left in the world.

But I also didn't want to lie to her anymore.

Looking my lovely, worried aunt deep in her big brown eyes, currently framed by her glasses, I started to talk, "May, you see, I get hurt at night because - well, you know... how should I say this - Spider-Man... I'm - I'm." I couldn't do it, I couldn't risk hurting her, even as her eyes widened hopefully as I started to speak. "I've got that job with the Daily Bugle which helps pay some of the bills, J. Jonah Jameson really likes my pictures of Spider-Man, so he has me out at night looking out for him to catch him in the midst of the action. Most nights nothing comes of it so I just chill and do my homework. Sometimes I get caught in some of the danger, but Spidey and I are on good terms and he makes sure I get out okay with enough pictures to make a few bucks."

That look of hope I saw vanished from her eyes so quickly I felt my heart shatter, as she shook her head and turned away from me. I think that was the first time I'd ever seen Aunt May look disappointed in me. "You need to get to school."

"I'm sorry for making you worry, May," I croaked, the lie hurting me as I grabbed the lunch she'd lovingly made for me and walked over to the door, not sure if I should kiss her goodbye like I normally did or not. As I opened the door, I called back, "I'll see you later, okay? Bye, love you."

When the door shut behind me, I had to hold in a groan as I head-butted the wall in frustration. She knew I was lying. I'd hurt her more.

I walked to school.

After such an emotional and tense conversation, I didn't have it in me to be quick about it, so I arrived at Midtown High with barely any time before class started. The halls were cluttered with hundreds of crowded teens and teachers and custodial workers making their way to classes and friends and floors that needed mopping, just like normal. It was always so crowded that I had to fight the usual nagging impulse to quit trying to weave through the crowd and just wall-climb past everyone despite all the embarrassment that would likely cause.

By the time I arrived at my lockers, the bell for first period was about to ring, but any stress and inner turmoil I felt in that moment was washed away as I saw my friends Harry Osborn and Gwen Stacy chatting while waiting for me. As I approached, Harry waved over to me, calling out, "Hey, Pete. How you doing, buddy?" He then attempted to quaff his curly brown hair before giving me a fist bump once I reached them.

"We thought you were going to be late, MJ said you didn't walk with her from your apartment again," Gwen, my stunning blonde friend added, pouting adorably as she used her ballet training to stand on her toes to glare at me while up close and personal through her vibrant blue eyes, "I swear, Peter, if you miss out on the application for Curt Connors course at Empire State University I will lose it."

"I'm sure you will, Gwen," I smirked, before adding, "And I'm good Harry, how about you? And your dad, how's he?"

"All's good with the Osborns," Harry responded, giving me a cheesy thumbs up as he grinned, "My dads busy working on some new top secret project, hasn't told me much other than its probably going to make him a load more money, so he's obviously excited. But never mind that, Pete, we all know your too smart for college. My dads offer still stands for the internship at Oscorp."

"And my response will stay the same, Harry." I grumbled wondering along the hall to my first period class, "I appreciate the offer, but I'm not sure what I want just yet. I've got a lot going on right now guys."

Harry and Gwen looked at one another sceptically, although my blonde friend's doubt was clearly more rooted from a place of concern. But before either of them could say anything else, the bell tolled for first period, where we'd be going to different classes, so I was able to bid my friends a fond farewell and escape from that conversation.

Since I wasn't really looking where I was going when I fled from my friends, I felt a sudden tingle in my Spider-Sense, causing me to suddenly awkwardly lunge out of the way of an approaching Liz Allan, who was being followed by her gaggle of hot rich popular gal pals. I had almost walked right into her, and she was carrying a cup of coffee, and I did not want to be on the receiving end of that possible drama.

Once I was more stable and wasn't about to trip over my own feet, I realised I was actually surrounded by Liz and her group, who were all giggling at my expense, since I probably looked so dumb when I tried to dodge out of the way of them. Before I could get too embarrassed, I turned and went on my way down the hall, keeping my eyes open and my head down as I went.

Classes were uninteresting as usual, asides from the fact that I had Geography first period with Ms. Carlyle, who was young, funny and good at her job, not to mention very attractive. But in all honesty, classes had really become more of a between stage for me, and at this point even my teachers knew. I'd sit in class and already know what the teachers were talking about and finish the homework by the end of class, which was useful considering I no longer had to do homework while on patrol like I used to. My grades spoke for themselves. In fact, the only reason I hadn't graduated early was because Aunt May and I don't have nearly enough money for college and are hoping I can earn an academic scholarship this year.

Thankfully, the monotony of my classes was interrupted, however briefly, by lunch.

Oh glorious hour of sandwiches. You shall fuel me for the crime fighting evening ahead of me.

Like usual, I found Harry and Gwen sitting at the same small circular table we always occupied at lunch. Plopping myself down in my seat lazily, I pulled out the sandwich may had made for me and started to eat quietly, as Harry and Gwen seemed to be silently debating who wanted to talk first. Sighing in resolution, I set down my half eaten lunch and asked, "So what are you two wanting to talk to me about? If this is about Oscorp or the Curt Connors course, I've already given my answer for the day."

"No, it's not that Peter," Gwen responded, poking trepidatiously at her lunch, a warm blush creeping up her face as she murmured, "It's just - we both have some things we want to ask you about -"

"Hey, guys!" a familiar friendly voice cried, as the familiar redheaded beauty that I had for a next door neighbour, Mary Jane Watson, strutted over to our table and sat down on the opposite side of me to Gwen with a bright smile across her red lips, and her green eyes shining as she leaned closer to me, "Hi there, Tiger. Didn't see you this morning, I thought we'd agree we'd walk to school together from now on."

"Yeah, sorry MJ," I grumbled, swallowing down the last bite of my sandwich, before adding, "I slept in and then May and I had a talk this morning, she's been really worried about me, thinks I'm up to something at night. Which is honestly understandable, I haven't been communicating well for a while now."

"You don't say, Tiger," Mary Jane cooed, her tone sweet, her smile beautiful, but her green eyes seeming to pierce into my very soul, as if she knew something I didn't. It perturbed me, since my bedroom window was literally right next to hers.

Gwen, on the other hand, seemed perturbed for another reason entirely as she leaned closer to me on the other side and linked her arm with mine, her face flushed bright red as she glared over at MJ, "Well, Peter, maybe you should try telling May about what you actually do at night to alleviate her stress? Maybe you could also tell us too?"

As I was about to answer her, Harry, who had been more concerned with his own lunch for the most part, swung back in his chair and groaned rather loudly, "Why would you do anything to worry your aunt, Pete?" Gwen nodded along for a moment, seemingly glad she and Harry were agreeing for once, that was until he opened his big mouth again. "A hot MILF like May needs to be treated right. Oh, the things I'd do to that woman."

"What's wrong with you, Harry? You can't be saying that about Peter's aunt." Mary Jane laughed, shrugging with acceptance to his words, meanwhile Gwen hit Harry over the side with her backpack with a huff. I simply rolled my eyes at my friends antics, far too used to all of their weirdness to do with my aunt by now. With a last chuckle, Mary Jane leaned even closer to me again and rested her hand on mine as she looked me in the eye and smirked over my shoulder at Gwen, before addressing the table, "But to get to the point of coming to your table, my friends. I've been invited by Emily to her dads house this Saturday, where she's going to have a party since her dad's off on a business trip. She's told me to spread the word and invite everyone and you lot were the first I came to. You want to come?"

"Sure, if my dad lets me go, I'd be more than happy to," Gwen answered, "Maybe I could bring along the girls in my band? We could use a live audience."

"Emily's the cute brunette, right?" Harry pondered, thinking for a moment once MJ confirmed his observation, "Then I'm definitely coming, I've wanted to ask her out since Junior year."

They all then turned to me, curiously, as I had begun writing down a formula for an improved web fluid that was more sustainable in my notepad. Quickly hiding my work, I met both MJ and Gwen's eyes, as they both looked at me sceptically, before MJ asked, "So, what about you? Do you want to tag along, Tiger?" She then closer and murmured, "If your not too busy that night that is?"

Before I could answer the redhead, I suddenly felt a tingle in my Spider-Sense, making me turn around just in time for Flash Thompson to try and barge past me with the rest of his football buddies, which I narrowly avoided as I ducked down to the table. A chorus of laughter could be heard from Flash and his friends as he approached Liz Allan's table, where she sat with Emily, who was talking excitedly with her friends.

"Sorry guys, I can't do Saturday," I lied, "You know weekends are always crazy for me, I'm always busy. They're the best time to get some pictures for the Bugle, and besides that I have homework to do."

"I've never seen you walk out your front door on a weekend in the last three years, Peter," Mary Jane deadpanned.

"And I know you always have pictures for the Bugle," Gwen added tentatively, "You always finish your homework in class, so I don't know what you're on about with this whole "busy" thing you're on about."

Harry nodded along before asking, "You found a chick, Peter?"

"A chick!?" Gwen shrieked, her face once more resembling a tomato as she stared at me in shock.

"Hey - hey no, there's no chick, no girl," I laughed awkwardly, "Look at me, I'm Peter Parker, since when am I known for having luck with the ladies?"

"Yeah, since when?" MJ sighed wistfully, resting her face in the palm of her hand for a moment, "Are you sure you don't want to come, Tiger? There's gonna be alcohol!"

That made Harry sit upright and glare at me, "Now you've got to come, Peter!"

"Guys, I'm sorry, but I've got a responsibility," I grumbled, disappointed in myself for having to decline the invitation.

"Well, alright, Peter. If that's what you want," Gwen answered, her fluster waining and a bit of sadness cracking through her face, hurting my heart just a little bit. "Just know we'll miss you while we're there."

"Don't give up hope yet, Gwenny," Mary Jane cooed, running her fingers teasingly along my hand as she stared deep into my eyes, making me as flustered as Gwen had been earlier, "We sill have a day to convince little Peter here to join us. I'm sure we can persuade him in that time."

Just like that, the bell rang again and lunch was over, as all of split up but Gwen and I, who had Physics together. As we walked to class, we stayed in silence for a good while until Gwen turned to me and said, "Please go to the party, Peter. My dad trusts you and he won't let me go unless he knows you're there to look out for me."

Oh that was in no way a fair card to play. Not at all. Gwen knew what she was doing bringing up Captain Stacy trusting me like that. It was emotional manipulation at it's finest.

"I'll see if I can make it," I groaned.

"Really?" the blonde gasped ecstatically, before wrapping her arms around me in a warm bear hug. "Yay!"

I don't know what I'm more of. A simp, or a sucker. Probably both.

Other than that, school was uninteresting, but enjoyed having Gwen as my lab partner, as always. I had hoped that after class, I could have walked home with MJ, if just to spend some more time with her before going on patrol, but it seemed that she and Gwen had plans of their own, as they left together for Gwen's house. That left me to walk home by myself.

When I got back to my apartment I had a quick chat with MJ's Aunt Anna, who looked just like how I imagined MJ would look when she was forty-one. In the apartment it became clear that May was still at work for a couple more hours, so I got suited up, bagged my camera and climbed through my bedroom window before leaping from the fire escape and swinging from a web to start my patrol of the city for the evening.

It started out like usual, a bike thief here, a gun store robbery there. There were a couple old ladies who needed some directions, and a group of kids who's cat had gotten stuck up a tree. I helped out everywhere I went, and gained a proud smile as I swung from building to building, cheering each exhilarating dive and whooping with each death defying jump. This was when I was in my element.

And of course it's when I think that is when alarm bells start ringing down the street and my Spider-Sense triggers me to take a sharp right following the sound.

Swinging around a large office building, I gracefully landed against the wall of it as I look down across the street and see the source of the alarms, a bank. It's windows were shattered, I could see about three figures holding flashlights and guns wondering around the interior, and because it was getting into the later part of the evening there were no customers or workers there to worry about as hostages, although the street was getting a bit crowded by civilians.

"Well, another day, another fight scene," I sighed, shooting a web high up on the building that the bank was in across the street while whistling the theme song that some fans had written for me as I swung straight through the banks shattered window and silently stuck to the roof without any of the burglars noticing me. The nearest burglar was looking out for the police and presumably me, as he looked rather anxious and sweaty, repeatedly looking back to his two buddies, who were working on the safe in the , I crawled above the worried burglar and swiftly webbed up his mouth and pulled his gun away from him with another web. "Hey there, Mr Criminal. You do understand the bank isn't open right now, right?"

Even through his web gag the burglar was able to give out a quiet, muffled cry, which seemed to draw the attention of his buddies, so I turned off his flashlight, webbed him up to the ceiling and dropped down to the floor, crawling low as one of the two other burglar's walked froward, his flashlight and his gun raised defensively. "Jerry! Where'd you go, Jerry?" Having not spotted his friend stuck to the ceiling, the guy called out over his shoulder to his other friend, "Carl, wrap it up soon, I have a bad feeling about this. I'm going to look around for Jer, he can't have gone far."

The burglar then began to walk around, looking everywhere while calling out for his already caught friend. I quickly webbed my camera to the wall at a good angle for it to snap some pictures. Deciding to be a bit fair to the guy, I crawled up behind him and tapped him on the shoulder, causing him to shriek like a frightened little girl and jump in the air as he spun to face me, his face draining of all colour when he realised who I was, "Sorry, pal. Jerry's a bit tied up at the moment but if you want you can talk to me until the police get here."

"Shit! It's the bug!" the burglar yelled to his colleague, Carl, who was actually getting the safe opened by now. The guy raised his gun up and before he could shoot me, I grabbed the barrel and bent in out of shape. "Oh, fuck me!"

"You're not really me type, but thanks," I quipped, kicking him over to a wall and quickly webbing him to it. "And for your information, I'm an arachnid."

Carl had fervently started shovelling money from the safe directly into a duffle bag with one hand as he pointed his gun at me, screaming, "I ain't going back to jail!" before pulling the trigger. Thanks to my speed and Spider-Sense, dodging the bullet was simple enough, but I also sensed something else through it, distant faint, but approaching and in need of help. I decided to finish this up quickly.

Launching myself forwards, I watched as fear overcame the only remaining burglar as he abandoned his gun and his flashlight, before picking up his bag of money and trying to book it. It was only then that I shot two webs, one at his bag and the other at his foot. Once both stuck to him I tugged back and made him fall over, bringing the duffle bag soaring into my arms as a flash from the camera went off. That would be another good picture for the Bugle, and the fifth one tonight.

Properly apprehending the burglar after that was easy enough, as I webbed him to the safe which I put the money back into and closed, before leaving my usual note for the police, grabbing my camera and walking outside. As I left the bank, the burglars who weren't gagged yelled obscenities after me, while people on the streets applauded me and police cruisers finally arrived, being led by Captain Stacy into the building, who nodded appreciatively at me and went inside.

I usually would have had quick chat with him, ask how he's doing, if there was anything that needed my attention in particular, all with a bad deep voice to cover up my identity. But tonight that connection in my Spider-Sense I'd felt before, it lingered, it grew stronger, closer. When I felt it suddenly pulse with passion and I had to grip my head as my mind was temporarily clouded with very primal urges that were targeted nowhere.

Confused, I looked around and felt a familiar tingle and the same pulse as before when my eyes landed on a truck driving past with blacked out windows. There was someone in there, someone who was connecting to my Spider-Sense in a strange new way, and most importantly someone who needed help.

Fighting back against my quickly growing erection in my pant, I shot a web to try and swing casually behind them, close enough to follow them, while far enough away so as to not spook them and to let my dick calm down. I didn't know the exact situation I was in when it came to the occupants of the truck, but I did know that an erection in my spandex suit was fairly noticeable and I didn't want to get in a bad situation with that monster pointing out from between my legs. I didn't want to give J. Jonah Jameson any more ammunition against me.

Imagine those headlines. "Spider-Man: Menace at LARGE!" "Spider-Man Gets off on Crime!" It wrote itself really.

While I was trailing behind the truck I spotted a figure across the street leaping from rooftop to rooftop, occasionally using a grappling hook to make the jumps and keep up with the truck. I was very familiar with the person trailing behind, I'd had many encounters with her over that last couple of years which had left me at times both confused and aroused. Sometimes we were enemies, and others we were good allies, facing down common enemies together, no matter what she always flirts with me. She was Black Cat, the worlds greatest thief.

We'd known one another for a while, staying anonymous about our identities the entire time, we even hung out some nights when neither of us were working. While being very different, we understood one another in a way. And I'd be lying if I said I wasn't attracted to her, what sane human wouldn't be attracted to someone like Black Cat. She was cheeky and cunning, strong and dexterous. She was bad luck and knew it but at the same time a joy to be around. It also helped that she's really, really hot and about my age, with a tempting curvy figure she kept tightly contained in her black catsuit which revealed just the right amount of cleavage, her hot domino mask, her sexy lips, her turquoise eyes and her platinum blonde hair she kept tied up in a sexy ponytail. Like, if being a renowned thief ever stopped paying the bills she could become a model or an actress, which probably explained why MJ was so jealous of her.

Shit, I got so distracted staring at her that I lost track of the truck.

That's going to look bad on my resume.

Taking a quick moment to search the area, I found no trace of the truck and begrudgingly had to abandon my search. It seemed that Black Cat was in the same boat, as she stood on the roof and looked down on me with a smile, waving for me to come up to her as I hung from my web. This wasn't going to be good.

"Hey there, Spider," Black Cat purred as she sat on the ledge of building, her legs crossed and her hair slung over her shoulder enticingly as she stared down at me as I crawled up the wall to sit besides her. "Did you really just lose track of that truck because you got distracted while checking me out?"

"Yeah, I'll admit I messed up," I sighed, looking down at the streets in hopes of seeing it drive by again, while deep down knowing it was long gone. "But don't act all high and mighty, why were you following the truck? And how did you lose track of it too?"

"Well, first off, I've got a new job with a new boss who you'd actually like, but I'm not at liberty to discuss who they are or what they have me doing. Especially with you my dear, sweet Spider," the platinum blonde bombshell mewled, leaning in close to me as she spoke, trying to distract me from her words with her lips so close to mine, her tits pressed against my arm and her fingers tracing my thigh. "As for losing the truck, I could say I've had an ironic streak of bad luck, or - far more interestingly - your distraction distracted me."

My confusion must have been obvious, as the cat burglar pointed her clawed gloved hand down at my groin. I was still hard, in fact, I was harder than I had been when I first noticed the truck. "Shit!" I cried, almost jumping off the building to get away from her, "I thought I'd calmed myself down."

"Oh, are you saying that treats not for me?" the thief whined, pawing her way over to me again, breaching my personal space once more, "Come on, Spider, we both know that this pussy has waited too long for that twelve inch monster. Why haven't we done anything yet? You're killing me."

"I'm killing you? Be serious for once, Cat, we can't get two words into any conversation before you come onto me, even when we're fighting each other," I groaned, pacing along the roof as I turned away from her to calm myself down and think clearly. "I am into you, even though I probably shouldn't be. I trust you more than I should. But you don't trust, you don't respect me. It's not fair. I wan't to explore a relationship with you, but how can we do that without mutual trust and respect?"

"Spider, I trust you more than any man I know, and I respect you more than anyone," Black Cat remarked, walking up behind me and wrapping her arms around me before her voice became very gentle, almost vulnerable. "Is this about who we are behind the masks? You know that doesn't matter to me, I want you, Spider."

Groaning in frustration, I broke out of her admittedly strong grip and looked at her in the eyes through my mask and her domino mask, "That's the problem! You only want Spider-Man, not the guy beneath it! You don't care about who I am, or what my life is like outside this. If I were to take off the mask, tell you my name and let you know the real me, the mystery would be gone and you would lose interest in me on the spot." To prove my point, I bluffed that I was about to pull off my mask, which made the thief jerk forwards to stop me on impulse before she stopped herself. "Exactly. I don't want just sex, Cat. I don't want to be used. I want a relationship with you. I want to be loved, and trusted. I want someone who I can share every part of myself with, not just the Spider-Man part. How can I have a relationship with you if we can't be completely honest with one another?"

"I-I I don't know," Black Cat answered, stepping forwards a couple steps, before back pedalling a few more, unable to meet my eyes, even as my mask stayed on. "Spider, I - how do I - I don't know what to say. Or how to say it."

"It's alright," I grumbled, crossing my arms as I sighed in defeat. I'd hoped she would open up, just a little at that. Not immediately tell me her identity, but give me a small truth to let me know she wanted the same as me, so we could explore what we wanted. "To answer your question from earlier, I was tracking the truck because something about it made my Spider-Sense go haywire. So now I'm sporting this."

On the last word I gestured down at my now softened member absentmindedly, which made Black Cat focus her gaze down at my crotch once more, before she shook her head and building up her walls around what ever vulnerability had been there, going back into her usual flirtatious stance, cooing, "Well, I don't know anything about what could cause some horny Spider-Sense, but I would want my paws on that just so that I can get my paws on you too." Despite what I'd said earlier about not wanting to be used, my dick twitched, causing the cat burglar to smirk as she strutted up to me and dragged her clawed finger along my torso, purring sultrily into my ear, "Not that I haven't loved spending time with you, if we're not going to have any fun then this pussy has to go home to play all by herself. But don't worry, I'll be thinking of you, Spider-Lover."

And before I knew what to do or say, she sprinted away off the side of the building and fired her grappling hook. She was gone. And I was hard again.

At first I felt kind of blue balled, but I knew I'd done it to myself for wanting to be emotionally open with at least one of the important women in my life. That's what I get I suppose. I guess I'll have to use my great power to do the responsible thing and jerk off when I got home.

Who knows, maybe Black Cat and I would be doing it at the same time? Now that was hot... I really have to get home before the entire city sees my boner.

When did get back home to my apartment, it was about an hour later at about 3am, and while my hard-on had long since died down, my blue balls hadn't faded. So as I quietly crawled up the side of my building to my bedroom window, my mind was clogged of images of the countless hot women in my life and the desire to jerk off as soon as possible. In fact, I was so distracted, that I didn't notice my Spider-Sense tingling in the back of my head, because my prefrontal cortex was going on a joyride.

Slowly and as silently as possible, with practiced ease I stuck my hands to my window and slowly lifted it open at the exact speed I knew would make these least noise. Once opened, I crawled gracefully into my room, which was bathed in darkness. I stood there, masked and in my suit still, paused for a moment, as I looked at my messy bed, my opened wardrobe and my desk, and chair, which was facing away from me.

I peeled off my mask.

Which is exactly the moment that I noticed my Spider-Sense subtly jabbing me in the back of my head, as a delicate hand shot out from the chair towards my desk lamp, turning it on as I instinctively shot a web at the suspected intruder, sticking their hand to my desk.

"What the fuck?! Peter Benjamin Parker! What do you think you're doing?" the woman sitting on chair shrieked, bolting upright out of her seat. The newly illuminated room revealed that who I'd believed was an intruder had actually been my Aunt May, her glasses slightly askew on her face, wearing her favourite sexy yellow tank top and white pyjama shorts, causing me to take a step back in shock and accidentally drop my mask to the floor as the brunette turned to glare at me, "Get this crap off of me!"

"Yes, ma'am!" I whimpered, ignoring that she'd just caught me unmasked in my suit as I walked up to her and poured the spare anti-web formula I kept in case of an emergency over her stuck hand. Within moments she was freed, causing her to smile down at her and smile for a split second, a blissful second where I thought all could be right with the world and I was safe. Then she turned her gaze to me, the fury burning strong in her eyes as she slapped my arm multiple times in frustration. "Ah! I'm sorry, May!"

"Really? You're sorry, Peter!" May screamed, not stopping her assault on my arm as she kept talking, tears prickling her eyes. "Sorry for what? Sorry for sticking me to your desk? Sorry for keeping secrets from me? Sorry for lying to me this morning when you should have told the truth about why you were sneaking out? Or are you just sorry that you got caught? Sorry that I know that you're - that you're-"

"That I'm Spider-Man."

There was an admittedly long pause, as May had stopped slapping my arm and I'd long since stopped trying to defend myself. Now she just stared up at me, her tears falling freely from her beautiful brown eyes, her lips trembling as she leaned her head against my chest and grabbed onto my shoulders as if she needed me to support her weary legs. She cried. She cried a lot. And I held her, tightly, tighter than I had in a long time. I'd told her the truth, all sorts of emotions were boiling up to the surface and I didn't know what to do other than hold her there with me, keep her close, and cry with her. She needed me. And I needed her too.

With a sniff the older woman pulled back, her eyes a bit reddened, her anger and frustration with me still present, but dwindled, her concern and love now shining through. She took a moment to stare up at me, to trace her fingers across the side of my face as I met her gaze, looking down as I took in her beautiful visage, with her deep emotional brown eyes and her full lips. One of my hands had found it's way to hers at it touched my face, holding it there as I leaned into her touch, while the other lightly held her hip.

We were close, closer than we should have been. Perhaps I was the only one of us that noticed, the only one who cared at the time, or maybe May just didn't pay attention or mind. Quite frankly, I didn't either. She was there, in front of me. She knew everything now. There were no secrets between us anymore. I just had to explain. So I did. I told her about the field trip. How I'd been bit. How I'd passed out and woke up with super powers. How after messing up and causing Uncle Ben's death I wanted to live by his lessons and use my powers for the good of the world. How I hadn't told her out of fear for her safety, and admittedly fear of her reaction.

"I wanted to tell you. Every day I'd wake up wanting to come clean, I'd see you and my heart would break, it would shatter, as I had to lie to you, because I can't lose anyone else. I can't lose you," I confessed, running my hand hand down hers, along her arm and up the side of her face to wipe her tears, which had slowly stopped falling. "Please forgive me, May. I'm so sorry."

"Peter, I forgive you, because I sort of knew. Or, to put it more aptly, I had my suspicions," May confessed, her eyes leaving mine for the first time in minutes as she bit her lips, thinking of how to put her next words as I just stood there, gobsmacked and astounded. She met my eyes again, kissing my palm lightly before she spoke again confidently, "I didn't have many theories at first until about a year ago, maybe a bit more. I just thought it was strange that you could sneak out so easily every night and always get pictures of Spider-Man when no one else could. Added to that and the fact he was local and spouted a rhetoric about responsibility I noticed some similarities. This morning I hoped you'd tell me the answer that I wanted to hear, but when you didn't I got upset. Then this evening when I saw you were gone again I decided that I was going to stay here and wait for you to get home and find out the truth for myself."

"And you did."

"Yes, I did." May once more rested her head on my chest, nuzzling the side of her face into it as she murmured, "I know why you didn't tell me, I understand but I do wish you had told me sooner. You've spent all of this time lying to everyone and keeping secrets. You get hurt and can't trust the people around you, it's not good for your mental health. At the end of the day, I just want you to be safe. That's all that matters to me, Peter. That you come home."

Kissing her forehead soothingly as I held her close to me, I whispered calmly, "I promise that I'll always come home. I'm so sorry I didn't tell you the truth. I love you, May."

May chuckled, gazing up at me adoringly, pride shining through her eyes as the faintest of blushes filled her olive face for but a moment, "I love you too, Peter. Or should I say Spider-Man?" She then giggled as she pulled away from our embrace and held my hands giddily, a mischievous glint in her eyes now. She was going to tease me for something. "I must say though, Peter. My theories earlier about you having a girlfriend should honestly be correct if you're a superhero. Despite what you believe, the ladies love Spider-Man, they think he's a hot young stud. And I have a few suspicions on girls who think Peter's a stud too."

"Oh really?" I queried, my curiosity peaked as my aunt spun around and batted her eyelashes at me. For a moment I was reminded of my blue balls as I looked at her, but then I reminded myself that she's my aunt. My really sexy, flirtatious aunt.

"Come on, Peter," May grumbled, crossing her arms over her buxom chest as she leaned back against my desk, tilting her head to the side, causing her hair to flow over her face sexily. "You've got to be the only superhero who doesn't have a girlfriend. How come you don't have a super-girlfriend? A fellow masked partner who likes seeing you in that tight costume of yours which leaves nothing to the imagination. I mean, I've heard on the news a lot of stuff about you and Black Cat. Now don't try and tell me that's not true-"

I don't know what came over me. Honestly, I don't. I don't know if it was the fact that she now knew me completely. I don't know if it was the teasing. Or the flirting. Or the blue balling from earlier. The teasing about not having a girlfriend. The mentioning of Black Cat. I don't know if was because in that moment I truly realised how hot she was, or how much I loved her. I don't even know if it was a combination of the lot? All I knew in the moment was that one moment, May was standing in front of me talking, looking as stunning as ever and I just leaned in and interrupted her words with a kiss.

For a moment I feared what this step would bring. She didn't respond for a moment, neither with violent rejection or delighted reciprocation. But I kissed her there, against my desk in my room, unsure of what was to come but enjoying the moment. Until a delightful sound of a blissful moan filled my ears, as May met my lips with equal enthusiasm and deepened the kiss when she wrapped her arms around my shoulders as I wrapped mine around her waist.

With our holds on one another firm, we pulled away from the kiss, breathing heavily as we rested our foreheads against one another and stared deeply into one another's eyes as what we had just done and what we both wanted to do sunk in. Before we continued, I whispered into her ear huskily, "May, you need to stop me now, because if you let me continue I'll never stop."

"Don't stop, Peter. Please," May whimpered, running her hand down my muscular arms, her eyes shining with naughty fascination as she took in my strong body in the suit. She bit her lip as she then brought her hand down from my arm to my torso, running them along my pecs and abs, slowly reaching further south as we were still flush against one another, making me groan as she murmured, "I think we deserve this. Take the suit off, Spider-Man."

I'm pretty sure that at that moment a small part of my brain short circuited and blew up when she said that.

Needless to say, my erection was back with a vengeance, which May obviously found pleasing as she gasped elatedly once she felt my hard-on press against her thigh. But she'd already focused on my body enough and I wanted my turn to appreciate her. I'd heard a lot about women not really getting to enjoy sex with men and I didn't want that for any partners I had, I considered it my responsibility to ensure that they would have as amazing a time as possible, so that's what I was going to give her. An amazing time.

Kissing the older woman once again, I suppressed her moans as I grasped ahold of her tits through her tank top, squeezing them and fiddling with her nipples through the fabric. With my spare hand I grabbed onto her curvy ass and gave it a squeeze of its own, followed by a flirtatious slap before I hoisted her up onto the desk and began to kiss down her neck.

Gasps and moans filled the room, as my aunt seemed sensitive to my touch either from how aroused she was or how long it had been since she'd been touched like this. And boy did it sound like May was enjoying how I touched her. Each time I kissed her lips, or teased newly sensitive spots along her neck with licks and bites (which were sure to leave her covered in hickeys in the morning) she would wrap her arms and legs tighter around me as she gasped in excitement and satisfaction at my work. While when I snaked my hand past her tank top and groped her hypnotic and alluring 34B cup tits, or squeezed and spanked her ass she would yelp out in ecstasy and moan with bliss.

Soon that wasn't enough for either of us though, if my barely contained thick foot long dick, which rubbed against May's drenched pyjama shorts had anything to say about it. We were both needy. We wanted one another, and we were going to get our way.

Despite a deep, animalistic impulse which burned within my chest which tried to persuade me to rip off my aunts clothes, I resisted, knowing how much she loved her yellow tank top, and how she silently adored how her shorts hugged her ass almost as much as I did. Instead of giving into temptation, I slowly moved my hands away from her tits and ass as I deepened our kiss, battling with her tongue as I grabbed the hem of her tank top and bunched it up above her gorgeous boobs. Following that up, I then dropped down and began to scatter kisses across Mays breast, before finding her nipples and sucking on them, swapping between them every now and again, using my hands to inch down her shorts in the meantime.

Through all of this my aunt became a moaning, writhing mess, clutching desperately onto the back of my head as I suckled on her tits and throwing her head back as she moaned to the world, or at least the apartment building. As she held me close, I bit down gently on her nipples and brought my hand down slowly to the waistline of her shorts, promptly tugging them down to leave her in her black panties, which it seemed were also damp with arousal.

Smirking, I gazed up at May and enjoyed how flushed her cheeks were with embarrassment, delight and excitement, winking cheekily up at her as I snaked one of my hands into the front of her panties while the other fondled her tit which I wasn't sucking, making her gasp and dig her fingers into my head more, holding me closer to her. But I was nowhere near done yet. Not even close.

Teasing her dripping pussy with my fingers, I pulled back slightly from Mays boobs to ask her, "Are you having fun there, May? Are you liking how I touch you? Do you enjoy me teasing you? Playing with you?" My grin only grew when May could only nod desperately as I circled my finger around her clit, at which point I eased my finger into her tight folds, making her knees quake as the older woman dropped one her hands from my head to the edge of the desk to hold herself upright.

"Oh fuck yes, Peter. Finger me!" May begged, her moans filling the room as she brought me back to suck her tits while she rolled her hips into my exploring fingers. Despite my complete lack of experience, it seemed I was doing the right things, as May met each thrust of my fingers with passion and beamed a bright, brilliant smile down at me through her moans. "You're doing so good, sweetheart. You're - oh fuck, right there - making your aunt feel really good. Fuck! How are you this good? You're gonna make me cum soon."

"Lovely," I groaned, kissing up from her tits, to her newly discovered sensitive spots on her neck, all the way to her open lips which let out muffled screams as my fingers continued their onslaught on her pussy, which was gushing over my hand by this point. Pulling back from the kiss for a moment, I hammered my fingers into what I realised was her G-spot, occasionally sticking my fingertips into it, causing her to spasm and moan against me as I pressed my forehead against hers, staring her in the eyes as I whispers to her, "Yeah, cum for me, May. Just like that. We both know you want to, so let it out. Do you know how hot you are right now? Do you know how much I love making you feel this way? Come on and cum, May, then we can move on to the main event."

My words seemed to make something snap inside her, as my fingers pushed May over the edge, the older woman squirting over my hand through more screams and incoherent words of praise. Her juices covered my hand by the end of her orgasm, her panties were ruined, her glazed over and she was left a moaning mess atop my desk as I stood over her, smirking at a job well done.

Catching her eye, I brought my hand up to my lips and tasted her juices off my fingers, earning another gasp from my already exhausted aunt. She stared up at me, sweaty, weak kneed and still slightly quivering from her orgasm, but desire burning like the sun in her eyes. May reached her hand out to mine and wordlessly brought my fingers to her lips, teasingly running her tongue along my digits as we maintained our gaze, before she put them in her mouth and sucked my fingers clean of what remained of her release, moaning as she tasted herself.

It was at that moment we both remembered my massive erection till laying caged in my suit, when we felt it tapping against her thighs.

"Look at that, you poor thing, having to wait there like that. Taking care of me while not having any fun yourself. We need to take care of that," my aunt cooed, staring down at my length as it twitched in anticipation. A hunger had clearly beset the older woman, as she pushed me by my chest across the room, so that I was sitting on my bed, the brief strut over to me giving her time to wipe off her steamed up glasses with a giggle before she got down on her knees and began to pull down the pants of my Spider-Man suit, revealing my thick twelve inch dick in all its pulsing, needy glory. "Oh, that just looks delicious."

"May, you don't have to do that if you don't want to. I've heard that girls don't like giving oral, so I'm okay with just doing what you want," I murmured, lifting my hand up to stop her, which she swiftly batted away playfully as she stared at my length, licking her lips.

"I'm not like other girls, Peter. And even so, who could deny this monster when it's attached to a guy like you, that's basically the perfect package!" May purred, reaching her hand out to my dick trepidatiously at first, but once she had her fingers wrapped around it she began to pump her hand up and down my shaft, causing me to groan. I couldn't help but once again being reminded of the last woman who had almost gotten this close my dick, but I shook my head, focusing on May, not on Black Cat, or MJ, or Gwen or any of the other women whom plagued my mind. Carefully, she began to lean over my dick, lining it up with her lips as she breathed against it, moaning, "No, if this is your first time, then lets make it memorable."

Then she dove right on down, licking along my shaft like it was her favourite treat, it's sheer size meaning as she enthusiastically got it wet in preparation she ran it along her face, making us both moan in lust. Once she had it lathered up nicely, she popped one of my balls into her mouth and began to lick and suck it, massaging the other while jacking me off with her free hand. On instinct, I reached out and clutched the back of her head, grabbing a hold of her long brown locks before realising what I'd done and almost pulling back, only to be stopped by her moaning at my attention.

Soon, May shifted her attention away from my balls and onto my shaft, once more lining her lips with the tip as she licked off some precum with a moan, before opening her mouth wide and taking as much of me as she could in one thrust. Which turned out to not be much as almost half way down the brunette began to gag and moan along the length, causing some vibrations to run through me which threw me off for a moment as she struggled to take more of me down her mouth despite her efforts, and tears ran down her face.

Even without her taking me fully, I was having a great time, happily sitting back and groaning as my aunt slowly bobbed her hear on my dick, easing me farther in at a pace I could tell she was disappointed in despite my satisfaction. Meeting her teary gaze I saw the desperation in her eyes and experimentally put my hands on the back of her head, which she enthusiastically moaned to as she tried to push herself farther down my shaft.

Accepting that this was what she wanted and that I was admittedly curious about it, I pushed May's head even lower down my dick, hearing her gag and moan sexily as I filled her mouth and throat, stretching them to accommodate me. Once I got as far as she could take me, which was only three-fourths of the way down, I pulled her back off to let her breath, to which she gasped out and immediately began to jack me off again as she collected herself.

"Oh my god, I'm going to need a lot of practice to take this behemoth! But don't worry, sweetheart, we have all the time in the world," she moaned before once more diving down onto my cock. Again I groaned as I shoved her down on my cock, her gags and moans sweet rewards to my ears, along with the echoing reminder that she wanted to do this again, for at least the foreseeable future. With that in mind I decided to show a minuscule amount of my super strength and began to thrust into her throat more intensely, like she seemed to like.

As I fucked her throat, I finally noticed May's hand that wasn't working my dick had gone between her own legs, fingering her own dripping folds once again. The knowledge that my aunt was getting off on giving me a rough blow job was too much for me once it was added to the equation of said blow job and I couldn't contain myself anymore. So with a groan, I warned her, "May, I'm about to cum!"

To which the older woman responded by pulling back and sucking on my tip for a moment as she moaned against it, pushing herself over the edge once again as she played with herself. Maintaining eye contact with her the entire time, I grunted as I she pumped her fist along my cock once more and I spurted my first load of cum inside her waiting mouth as she moaned.

The next few spurts of cum also filled her mouth, and May swallowed the first couple, before deciding to just hold the others in her mouth for a moment, and pulled away from my dick as I showered her tongue, face and tits with my cum. I even got some on her glasses, which she seemed delighted by, if her moans were to be believed.

Once I was done, May quickly began licking up what she could, first cleaning around her lips, then her glasses, then the rest before she gasped when she saw my still looming erection, covered in the last remnants of my orgasm. "To be young again," she moaned, licking along my shaft, polishing it off, "Your dick will be the death of me, Peter."

"No it won't, but it will take you to Heaven," I joked, pulling her up onto the bed with me as she giggled. Once May was lying besides me I rolled over so that I was on top of her and began to kiss along her neck as she wrapped her arms and legs around me, making my dick rub against her dripping folds as we thrusted against one another. While we teased what was to come and she moaned, I whispered in her ear, "But to correct you, my dick can keep going for ages. I have a lot of energy and stamina thanks to my powers. Once we get going, I'm not stopping for a while. Okay?"

"That's more than okay," May cooed, rolling her hips into mine as we stared into one another's eyes before she lined up the head of my dick with her pussy, "Now fuck me, Spider-Man."

And I did. I shoved my dick all the way to the base inside of my aunt in one fell swoop, pushing all the way to her cervix as she screamed and moaned at my brutal thrust. With that one thrust I'd stopped being a virgin, I'd started a story I wasn't aware of at the time and I'd began fucking the MILF beneath me like my life depended on it.

Each thrust seemed to be a new, more pleasurable experience for May, as I fucked her at what would have been a moderate pace had it not been for the fact that I was very quickly losing my restraint as May begged for me to be rougher and fuck her harder. Soon, she was nothing but a screaming, moaning mess beneath me as I thrust my hips and played with her tits and kissed her through orgasm after orgasm, her juices covering so much of the bed that I decided we'd have to move things to her room later and make sure to clean the sheets tomorrow morning.

A rhythm feel between us, comprised of thrusts, the slapping of skin, moans and groans, even the occasional scream whenever May came from how harsh her dicking was. She'd long since lost the strength in her legs to keep them wrapped around my waist. And she'd long since lost the ability or the need to give me any small pointers. We both knew that I was doing a good job, although I kept hearing a small voice in the back of my head telling me that I wasn't good enough, that she was faking her moans to make me feel better, just like I'd heard about women doing in rumours.

That self deprecating voice that usually put me down and made me feel depressed, getting me caught up in my own head, instead motivated me to keep doing everything I could to make May enjoy herself, as I swapped from fondling her tits to rubbing her clit as I picked up the speed and strength of my thrusts. I had to also admit that May being able to take all of my dick as she was was admirable and, as a lot of things were with her, really hot.

So hot in fact that I began to feel myself reaching the end of my tether, at least for this round, but when I tried to pull out once I remembered I didn't have protection, May suddenly regained some semblance of strength in her legs and clung onto me, still moaning too much to say anything. With my strength I could have still pulled out of her, but since she seemed to not mind, and since it could have been her safe day or she could have been on the pill and also because my Spider-Sense didn't go off, I didn't pull out.

With groan, I thrusted three more times, deeper into May than I had before, as she came around me one last times, her screams surely alerting the neighbours and her legs giving out once she was done. With each of my own thrusts rope after rope of cum shot from me straight into her womb, filling her up so much that once I pulled out of May, shooting the last few shots over her thighs and flat belly, some of it began to drool out of her pussy, before she scooped it up with her finger and brought it to her lips with a moan.

"And you say I'm gonna be the death of you?" I chuckled, only receiving a wink from May, before she sat up and kissed me, caressing my still fully erect cock as she did.

"So, what do you want to do next?" she cooed curiously as she smiled, "Any positions in particular? Any rooms?"

"How about every position in every room," I answered, enjoying how she shivered at the thought. "Starting with yours."

"I can work with that," she squeaked excitedly, as she hopped off of bed and grabbed my hand, dragging me through the hall with an enticing shake of her hips before we began our next round in her room, going on long into the night and into the early morning.

Unaware of what was to come, and the changes that were brought.


Author's Note: Cool! So here's another new story that I'd originally planned on starting next year but pushed forwards thanks to a great prompt from Lordhellfire434 the other day. I'm a huge Marvel fan, and as everyone does I love Spider-Man, so I hope everyone enjoys this story as I do. As previously stated in this chapter, this is Marisa Tomei Aunt May but not MCU Spider-Man, because I love that version of Aunt May and it makes more sense for her to be young. I hope y'all like her being the fine lady in this first chapter.

This story is set up in a way where any Marvel 616 comic book character can appear, like an Avenger or X-Man or the like, so please review any suggestions that you may have. Positive feedback is encouraged, if you've read my stories before you know the more reviews the more I write. Hopefully this can be updated soon.

I hope you enjoyed.