Authors Note: Gwen's description will be from The Amazing Spider-man comics.

(Warning: shotacon, cheating, and impregnation.)

Chapter 1. Gwen Stacy

Gwen Stacy didn't know what came over her. She was heading to the home of her friend, Harry Osborn, to speak with his father about something.

While cutting through the park she bumped into a blonde twelve year old kid named Naruto Uzumaki. Not that she knew about it.

She had to admit he was kind of cute but more in a little brother kind of way. But she then picked up a peculiar scent. She realized it was coming from the blonde youth.

She didn't know what it was but for some reason it was making her feel aroused. Her breathing was erratic and she was sweating. Some would've considered the heat of the weather was the cause but that didn't explain why her panties were getting soaked.

Looking at the older female blonde Naruto asked in worry "Hey Miss, are you ok?"

Snapping out of her trance Gwen said "Yeah I'm fine." She then asked "What's your name kid?"

"Me? My names Naruto Uzumaki." the blonde answered.

"Naruto huh? Well my name is Gwen Stacy and I might be in need of some help." she said before asking "Do you think you can help me out?"

With a raised eyebrow Naruto answered "Sure. But what is it you need my help with?"

Looking around she noticed there were no people in their vicinity. At least not yet. Gwen saw a small cave close by. With a smirk she grabbed the kids arm and dragged him over to it.

While surprised at first Naruto nonetheless followed her in. Gwen, after looking around to make sure no one saw them, went inside and saw that the place was completely vacant. In fact there wasn't even a speck of trash anywhere.

While she would've preferred a room with a bed she couldn't afford to be picky. Especially since she knew what she was about to do would no doubt get her into trouble.

Looking at the curious preteen Gwen placed her purse down before addressing the younger blonde.

"Ok Naruto before we start you have to promise not to tell anyone what we're about to do." Gwen said firmly.

Not knowing why she wanted him to keep quiet he nonetheless said "Sure, I promise. And when I make a promise I keep it."

Finding no lies in his eyes Gwen took a breath to calm her nerves. She then said with a smile "Ok thank you Naruto." She then asked with a smirk "Now before we begin can you tell me when was the last time you kissed a girl?"

Taken a back by the question Naruto bashfully said while scratching his head "Uh, um, I-I never really kissed a girl, no."

"Really? Then would like to k ow how to properly kiss a girl?" Gwen asked in a sultry tone.

Feeling excited Naruto asked "Really? You'll teach me how to kiss a girl?"

"Of course sweetie." Gwen says before getting down to eye level with the exited blonde.

(Lemon)

The two leaned in and with them being so close to each other Gwen could not only smell whatever Naruto was giving off she could also taste it.

The two leaned in and they collided their lips together. Gwen, having the most experience, knew that Naruto definitely needed more practice. She then took his hands and placed them on her breasts.

Not knowing why this was happening Naruto felt his dick get hard from feeling her breasts through her shirt. Both of which he knew were big.

Pulling away from Gwen then pulled his pants down. And when she did what she saw made gasp in surprise. Naruto was packing a dick that was thirteen inches long and 3 inches wide.

'My god! If he's this big as a twelve year old imagine how long he'll be once he's an adult!' Gwen thought feeling herself get wet underneath her skirt.

Gulping she reached out and grabbed it with two hands. Causing the young blonde to jump from having her hands on his cock. Which she noticed was very warm.

Naruto started to moan when Gwen started to stroke it. "G-Gwen what are-?"

"Shh, this is something girls and boys do when they want to make each other feel good. But you need to be a little quiet." Gwen says while still stroking the fleshy appendage.

Backing him into the wall of the cave Gwen gets on her knees. Licking her lips she then leaned in and took in his boyish musk. It was so intoxicating that she could not stop herself from taking his dick into her mouth.

Naruto would've groaned a little louder but managed to keep his voice down so no one could hear him. The small cave was filled with the sounds of sucking and licking.

Gwen bobbed her head back and forth on his shlong. Some of her spit even spilt between the crack of her mouth and his dick. It even managed to reach the back of her throat.

The older blonde was surprised that the younger male lasted this long. He must have some impressive stamina.

Fifteen minutes later, Naruto grabbed onto Gwen's head and roughly started thrusting his hips. Making his dick reach into her throat. This told Gwen he was about to cum.

With clenched teeth and eyes shut tight, Naruto growled while shooting his load into her mouth. And, to Gwen's surprise, it was a massive load.

Soon the younger blonde was coming down from his high. After he stopped squirting his load Gwen pulled away from his flaccid erection. Instead of spitting it out she tilt her head back and swallowed creamy liquid.

He didn't know why but for some reason Naruto felt himself get hard again from seeing Gwen swallow his cum.

As for Gwen when she looked down she expected for his penis to go soft but to her surprise it was even more bigger than before. Two inches bigger in fact.

Looking at the panting preteen Gwen said in lust "Seems like you're ready for the next part, aren't you big boy?"

While panting Naruto asked curiously "The next part?"

Instead of answering Gwen took her green trench coat off and placed it down on the ground. Reaching under her skirt she then pulled her panties down and placed them in her purse.

After that she began to lie down on her back while pulling her skirt up and spreading her legs. Looking at her boy toy she said while spreading her pink lips "This right here is a girls special place. It's called a pussy."

"A pussy?" Naruto asked after his breathing was under control again.

"Mmm-hmm, it's where you'll insert your dick into. And trust me once you do it'll feel so good. Not just for you but also for me." Gwen said.

"Really?" Naruto asked excitedly.

"Oh yeah. Now come here and get in between my legs." Gwen instructed with the youngster doing as she said.

Once he was seated he saw that Gwen's pussy had a small patch of pubic hair. But what caught his attention was her lips were leaking.

"Uh Gwen? Your pussy is leaking. Are you gonna pee or something?" Naruto asked innocently.

Gwen looked away in embarrassment while a blush made its way on her cheeks. But she answered nonetheless "No Naruto, I'm just aroused. It's normal for girls to get wet down there in order to take in a boys penis. Especially since yours is much bigger."

"Now let's get started." Gwen said while reaching down and grabbing his dick. She then guided it to the entrance of her cunt.

After rubbing it a bit, she then said with pleasure in her voice "Ok Naruto just push your hips forward nice and slow."

Nodding his head Naruto pushed the crown of his cock into her pussy. When he got half of himself into her love tunnel he moaned from how warm, wet, and tight she was.

'Oh wow, it feels like my dick is gonna melt!' Naruto thought.

As for Gwen she was amazed by his length and his girth. It was bigger than she thought. He was practically touching the back of her pussy and he wasn't even all the way inside. She was glad she accidentally tore her hymen a long time ago.

'Oh my god! How could a twelve year old have a cock this size?!' Gwen mentally exclaimed.

Looking at his face Gwen could tell Naruto was enjoying this just as much as her.

"N-now just move your hips back and forth. And go slowly. But don't go back too far or you'll pull out." Gwen instructed with the young stud doing as she said.

When he started doing as instructed Gwen moaned in pleasure from feeling his shaft moving around in her fleshy sheath. For Naruto this was the best feeling he ever felt in his life.

"Ah Gwen! My dick feels great inside you!" Naruto exclaimed while thrusting at the slow pace Gwen told him to go.

Not wanting anyone to hear them Gwen said quietly "Not too loud baby! Somebody might catch us and we'll both get in trouble."

Not wanting that to happen Naruto grit his teeth trying to keep his voice from being heard through the opening. Even Gwen had to struggle to keep quiet.

Feeling a little warm she pulled her shirt up along with her bra and let her D-cup breasts out. Both of which caught the attention of her young lover.

As if he was following his instincts Naruto latched his mouth on her right breast and started sucking her nipple.

This boy was amazing. He was lasting far longer than she thought and he was giving her the best sex ever. She still didn't know why she was having sex with a boy who was young enough to be her brother but she wasn't gonna start complaining.

What neither knew was that the youngest of the two was giving off pheromones that only affects females.

Unable to help himself, Naruto increased the pace of his thrusts. Thus making it even more impossible for Gwen to keep her voice down.

"Oh god, Naruto! You're doing great baby!" Gwen moaned while wrapping her legs around his waist. The feeling of her insides being used as a punching bag was amazing.

"Gwen, it feels like I'm melting inside you!" Naruto moaned while still hollowing her out. He didn't have any technique but he was doing well enough.

It was then that Gwen moaned louder when she felt her G-spot get struck. No longer able to contain herself Gwen moan louder from the feeling.

Wanting to hear more Naruto continued hit that specific spot. Luckily no one heard them. Even through the opening.

Naruto got started thrusting rougher and harder inside the former girlfriend of Peter Parker to the point he punched his way past her cervix and into her womb. Right where her eggs were located. Her unprotected eggs.

Gwen was on cloud nine. This kid was giving her the best sex of her life. She felt her eyes roll in the back of her head and her tongue was hanging out like a dog.

Forty minutes later Naruto felt his sack start to clench up and his dick started to throb. He even felt Gwen's twat start to squeeze on it. Not knowing what to do he said "Gwen, so-something's ha-happening! What should I do?!"

But Gwen was in too deep of pleasure to hear what he said. She just wrapped her arms around his head and pulled him into her bosom.

With the feel of her breasts on his face and him unable to hold it back Naruto pierced past her cervix and into her womb. He then unloaded the contents of his balls into her baby room and started smothering her eggs.

A minute later he finally stopped injecting his white water into the older blonde and collapsed between her teats.

(Lemon End)

After crawling out of the small cave and making sure no one was around Gwen called out "Ok Naruto you can come out now."

Naruto later crawled out and joined Gwen in the opening. He looked to her with a smile and said "Gwen that was great. You think we can do it?"

Smirking Gwen said while ruffling his head "Sure thing kiddo. But remember if you want to do this again you can't tell anyone what we did, ok?"

"Yeah I understand." Naruto vowed.

"Good and just so you know that was the best sex I've ever had in my life." Gwen admitted with a smile.

"Yeah it was great." Naruto said returning her smile with his.

Looking at the sky Gwen knew it was getting late as the sky was getting dark. Turning back to the younger blonde she said "Well it's time we parted ways. Get back home safe. But here's my address if you want to have more fun."

After giving him a paper with her address she then leaned a kissed him goodbye. Drawing a blush from him.

The two blondes went their separate ways. Gwen felt refreshed and satisfied. She couldn't wait to meet the kid again for some more of his man meat.

She had such a great time that she forgot what she went out to do. Which, unknown to her, saved her life and changed a few future events.

It was a good thing it was getting dark since no one would see Naruto's cum dripping seeping through her panties and down her legs.

But in her pleasure filled mind she neglected to drop by a pharmacy on the way home. And because of this the she would soon be the mother of two more blondes some.

End

Next Chapter: Mary Jane Watson

Author's Note: In case anyone is wondering. Yes. This Gwen Stacy is the same one who slept with Norman Osborn and gave birth to his kids. Enough Said