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A Spider and A She-Elf	By : AgentGv01 Category: X-men Comics > Crossovers Views: 11299 -:- Recommendations : 0 -:- Currently Reading : 2
Disclaimer: I don't own Marvel, X-Men Forever, Spider-Man and I make no profit from this.

Chapter List
- 1-A Spider and A She-Elf
- 1
Disclaimer: I don’t own Marvel or make a profit from this.
This one-shot takes place in X-Men Forever universe during the event after Rogue took Kurt’s powers and appearance permanently when she met Spider-Man and nearly shared a kiss with him. This is what if they hadn't been interrupted like in the comics.
A Spider and a She-Elf
It had been a long night for Rogue and it certainly hadn’t turned out like she had wanted. All this night was supposed to be was her testing out her new powers ever since she had swapped out her powers for Kurt’s she had been trying to get used to it. Teleportation seemed to be a lot harder than Kurt had made it seem. Thankfully she had found a friendly person this night that helped out.
She looked to see Spider-Man webbing up the last of the group that tried to rob a store. Currently she was on a building watching him work. She didn’t know much about him other than what she had heard in the news but knowing what they said about mutants at times she couldn’t totally trust them. But he had been there when she had accidentally teleported out of the mansion and so far he had been nothing but nice to her. He was actually fun to hang out with and spending time him fighting crime was very therapeutic for her.
Watching him made her wonder more about him, he seemed pretty fit under that costume as her mind started to go into other areas. She had never felt the touch of another person let alone a man so maybe she could try something. He landed next to her when he had finished as she stood up to go next to him.
“Well that should hold them for the cops but we should get out of here before they show up.”
“Fine by meh,” she held onto him and teleported them a few blocks away.
“Nice that really comes in handy,” Spider-Man joked looking around. “I could really use that in the past.”
“Nice to know this whole thing has got some kind of upside,” Rogue sighed as she looked down at herself. She still didn’t like her new look, the blue skin she might be able to work with but the three fingered hands and feet, the tail was one of the worst things as it was just freaky to feel like it she would never get used to it. She also had to wear a new black and red costume with long white gloves that looked a lot like Kurt’s old uniform.
“Hey I told you I like the new look,” Spider-Man told her.
She looked up at him remembering him saying that which was nice. Looking like this she wasn’t sure if she could ever hear a man say that to her again. She smiled at him thankful for the compliment. “Ya sure about that?”
Spider-Man was honest she did look nice the whole blue skin thing was an exotic look, plus she had this sexy southern voice. The pointed elf like ears looked kind of cute but he also noticed her figure. She was slim and yet a bit athletic, a flat stomach and slim waist and nice sized breasts. Nothing overly large at best he would guess them at C cups but a nice handful. He had also gotten a look at her ass in the night and it looked very nice. Okay so he had been checking her out when he could, he hadn’t had a date in awhile and meeting an exotic beauty in a skin tight clothing wasn’t easy to ignore.
“Ya know there is somethin’ ah’ve been wanting to try.” Rogue knew this was crazy but honestly she felt something with him. She felt a sense of safety with him that she hadn’t gotten before. He didn’t judge her as either a mutant or how she looked.
“What’s that?”
“Trust me for a bit,” She closed the distance as she gently took hold of the mask and slowly raised it to above his lips. “With tha switch ah haven’t been able ta know if ah can touch another person and ah wanted to try somethin’ if that’s okay.”
He couldn’t believe his luck she was going to do what he thought and honestly he was okay with it. “Well I’m all for experiments believe it or not.”
She smiled a little as she placed her lips on his she wasn’t sure what to do as she didn’t have much experience, hell her first and only kissed put a boy into a coma. But she was glad when he seemed to take the lead as he gently started to kiss her back. She felt his hands on her hips as she placed hers on his chest feeling the slim yet muscular build under it. She couldn’t believe she was kissing someone and able to enjoy it. She didn’t want it to ever end, after everything that had happened in her life this felt like the first real break she had.
Spider-Man felt her slid her arms around his neck as she pulled herself closer, she bit his lip lightly as she started sucking on it. It had been a long time since the last time he had a woman in his arms and the feel of her skin tight uniform pressing against him he could feel her body almost as if there was nothing there. Without thinking his hands started to caress her sides and later he wouldn’t know why but one of his hands went down to her ass. Honestly he didn’t think of going this far but being swept up in the moment he couldn’t help it.
His hand cupped her finely toned ass and gave it a little squeeze this got her moaning into her mouth as his other hand started to trail slowly up and down her spine. He could feel her slim build through the clothing even with his gloves on.
Rogue was surprised when he grabbed her ass but she didn’t want to stop. She kept on kissing him breaking only for a breath now and then before attacking his lips again. She felt his fingers trailing her spine and was surprised at how she liked it. Another surprised happened, he trailed his fingers down slightly and it hit the base of her tail she jumped with a gasp at the sensation.
“Are you okay?”
“Y-yes ah think so...can ya do that again?”
“What this?” He lightly stroked the base of her tail and noticed her shuddering. “Is that sensitive for you?”
“Yeah ah didn’t know about that, oh god that feels good,” Rogue moaned as the sensitive nerves she didn’t even know she had. Her tail shuddered even more as it wrapped around her leg as she started breathing harder now. Before she knew it she was really getting worked up as her hips started to grind against him starting to whimper in need. She couldn’t take it anymore she needed him she needed him right now. Hormones that had long since been denied were roaring at her to do what she had only fantasised about.
Whenever she had gotten horny she had only had to use cold showered or her own fingers on her bed now she had a man before her and she hoped he would be up for it. After all he had gotten her all worked up he should take responsibility for it.
“Can we continue this somewhere private?” She breathed out. “Somewhere close by?”
He wasn’t sure if she meant what he thought but the way she was pressing against him and even with the yellow eyes he felt he could see the passion and the need in them. There were reasons not to do this, he didn’t know her all that well, they had just been making out not exactly dating or anything plus she didn’t know who he was. Then on that other hand she was in need and from what he remembered she couldn’t touch until now. Then there was the part of him that reminded him that he hadn’t gotten laid in awhile and was hurting himself for some kind of female companionship.
“I do have an apartment close by,” he said carefully.
She kissed him hard nearly sucking the breath of him as he got his answer. Maybe it was a bad idea but at the moment they were two horny adults that needed some kind of passion. He quickly took her to his place, he swung most of the way as she teleported them into his place. She was surprised by the apartment she wasn’t sure what to expect but it looked so normal. You would never think a super hero lived here but then maybe that was the idea.
She smiled as she wrapped her arms around him and her tail wrapped around his waist.
“So...where’s the bedroom?” she said in a husky tone.
“Right this way,” He surprised her by picking her up bridal style as she actually let out a cute little yelp but hung on. He placed her on the bed as she stretched out her heart beating very fast in anticipation. He got on top of her as he paused for a bit when he reached for hi mask.
She knew what he might be thinking.
“Ya can keep is on if ya want ah know that ya got secrets.”
He really thought about it yes he did have a secret identity but this was a special moment for her and she seemed like a special woman. Plus having sex with a mask on was kind of weird and could get in a the way. She was trusting him with this so he felt he owed her as he pulled off the mask.
She looked up at him he was kind of cute with short brown hair as he smiled down at her.
“You can call me Peter if you want.” He told her.
“Okay then Peter,” She couldn’t help but smile as he leaned down to kiss her. Soon she felt him on top as they continued on what they had started on the rooftops. After a few minutes Peter moved aside her hair as he licked her pointed ears. She sighed as his mouth sucked slightly on her earlobe. If she had enjoyed that she definitely enjoyed it when he went down to her neck which was ever better. She moaned as she ran her hands over his body and rubbing her thigh against his leg.
She could feel herself starting to get wet from the excitement then she started to feel something hard pressing against her. It took her a moment to realize he was getting a hard on then when it pressed against her pussy lips she moaned feeling it against her folds. She moved her hips trying to grind into it as she felt him respond.
“Oh god ah don’t know how much more ah can wait,” she told him.
“I know what you mean,” He felt around her costume. “Uh...how does this come off?”
“Zipper in the back, here let meh.”
Peter sat back as he took off his own top watching her unzip the back of her uniform as she started to slip out of it. Slowly she got out of the top of the one piece uniform feeling a little embarrassed. She wasn’t used to showing her body especially after her change. Peter smiled as he watched her cover her bare breasts as he slowly took her hands and pulled them away.
“You don’t have to hide anything from me,” He told her as he looked at the blue orbs and saw that her nipples were small and very dark blue in color. He leaned down and took one of her breasts in her mouth as he gave a small moan in the back of her throat. He reached up with one hand to caress her other one his fingers rolling over or playing with the nipple on the one not in his mouth.
“Oh god,” she moaned feeling his warm and wet mouth on her nipple, she felt his teeth lightly over it, his tongue exploring the nub and sucking lightly on it. She could feel it starting to get hard as was the one in his hand as he caressed her whole breasts with his thumb playing with the nipple on her right breast. Her hands roamed over his naked top feeling another man’s skin for the first time.
Soon they had shifted to be side by side facing each other kissing as they slowly stripped the other of their clothing. Peter stroked the based of her tail as she moaned out as her uniform got to her thighs. She tried desperately to pull off the uniform from her legs and kick out of them. She pulled Peter’s pants down and finally saw a real penis. He was already mostly hard as her hand gripped it lightly as she experimented. She skin was so soft and yet he felt so hard in her hand.
Peter grunted as he attacked her neck again feeling her hand on him, it was an odd sensation given her hands only had a thumb and three large fingers but she was slowly stroking him as his hips moved with her strokes. Finally he got out of his uniform and put Rogue onto her back as he was now over her again looking down at the blue skinned beauty. Her body was warm to the touch as she was breathing hard, her long hair pooled around her head as her yellow eyes looked up at him asking for more.
He could see her breasts rise and fall with each breath she was an exotic beauty and he was going to make sure she enjoyed herself today.
Rogue’s heart was beating a mile a minute as part of her couldn’t believe that this was really happening finally she was going to know what it was like to be a woman. Peter-she was still finding it funny thinking of him with that name-seemed to know what he was doing up to this point. His hands roamed over her naked flesh making her nerves sing making her body want more of him.
Peter had to admit he never expected his night to end like this but he wasn’t complaining. Yeah it was impulsive but maybe you needed to be impulsive from time to time. Plus he hadn’t gotten laid in, well it was kind of depressing thinking about that. His life as Spider-Man hadn’t done wonders for his love life as he explored Rogue’s body. He reached down between her legs and could feel the warmth of her pussy as he ran his hand over it.
Rogue gave this sexy mewing noise as her hips moved trying to grind into it. He slipped in two fingers as she gasped at the sudden intrusion she tensed up but when he felt him stop at her barrier she started to relax.
“I’m going to loosen you up a little it should make it better okay?” He asked her as she nodded her head trusting him. Peter started with slightly movements going in and out as he felt her getting wet with excitement. Then he spread out his fingers in different directions trying to make the passage a little less tight for later.
Rogue moaned as she felt him stretching her out slightly she was moaning out as she brought up one of her hands to her mouth slightly biting on it as she closed her eyes. Then Peter shifted and started to take one of her nipples back into his mouth as gently sucked and ran his tongue around the nipple and areola. “Oh god,” she moaned out using a hand to run through his short brown hair as she took deep sighs.
“You’re drivin’ meh nuts,” she moaned out.
“Oh I haven’t started yet,” He grinned as he moved down her body peppering her front with kisses as he went.
“W-what are ya doin’?”
“Just want to make sure you cum at least once,” Peter wasn’t sure if she would once they start he knew enough that not all first times with a woman they could climax. He moved down pulling out his fingers as they were now covered with a slick wetness to them. He was now facing her pussy and he could smell the musk from it.
“Y-ya don’t have ta do that, ah mean isn’t that dirty?”
“I don’t mind,” He ran his tongue over the wet slit as she jumped from the new sensation. Peter started running his tongue up and down it making her groan as her hips started to roll almost on their own to her.
She couldn’t believe what she was feeling it felt so much different than her fingers and now that her fingers we so much wider she wondered how that felt now. He licked deeper into her vagina as her hips jumped up as she moaned out gripping his hair. She moaned with every move his tongue made to thrust into her body as her abs contracted with each moan. Then he changed it up on her, when he felt her clit he cupped his mouth around the area and sucked gently.
That made her yell out as her back arched she was crying out now moving her hips as he sucked and started to push in a finger trying to find the sweat spot. Rogue was going crazy as Peter felt her pussy getting to wet now that she was leaking. His finger was covered in her juices as it fell down between her ass cheeks and he could smell her musky odor so much now he knew she was close.
“Ahhh, uhhhhh,oh god,uhhhh-ohhhh-aaaahhhh-please-ugghhhh-don’t-uhhhh-STOP! AHHHHH!” She cried out as her back arched as she came her entire nervous system felt the shock as her body shook in delight. Peter pulled away as her saw her pussy flexing alone with her abs as her body road out the orgasm. He was glad that he learned a few tricks in his life about pleasuring a woman, after all being a geek growing up he didn’t know when he would get laid and did whatever research he could on the subject.
Catching her breath Peter took the moment to move up and started to reach for his night stand. She was wondering what he was looking for when he opened the drawer and looked to be searching for something. Then she saw the little packets and it didn’t take a rocket scientist to know what they were. She reached out to stop his arm.
“Wait.”
“What?” He asked confused. “I was just getting ready.”
“Don’t use it.”
“What? You do know what could happen right?”
“Ah know but it’s a safe day but I don’t want a barrier between us.” She knew it was a risk and she was pretty sure it was a safe day. Making a few mental calculations she was sure of it. “All my life ah thought that ah would never have this happen to meh, please just this once. Ah want to know what it’s like.”
Peter was really torn on the one hand it was better to be safe but looking down at her pleading face was making it hard for him to say no. Then she reached down and started stroking his hard on slightly. She begged him to put it inside of her and he was having a hard time trying to focus. She was playing dirty begging him in that sexy voice and if she kept stroking him he might blow his load all over her.
“Alright but this was your idea,” He shifted down slightly as he had to be careful of her tail as he got between her legs. She spread herself easily for him as she watched him she couldn’t take her eyes off as part of her wanted this and another was a bit scared. It was her first time and he looked so large to her now as he placed the tip at her entrance.
She held her breath as he pushed himself slowly into her body thanks to being stretched out slightly by him it fit in easily but he stopped as he hit her hymen. She nervously gripped his sheets fully aware that she was holding her breath now and let it out slowly. He told her that he was going to go in one push and hold himself she just nodded her head. When he thrust in she cried out from the pain of it, the shock was the worst of it but then soon she felt the pain as she groaned shutting her eyes.
Peter had thrust all the way inside in one go as he felt the tip of his penis hitting the back of her tunnel as he kept still. He felt how warm, wet and yet still very tight she was and now he was the first man inside of this lovely woman. Peter leaned down and placed small kisses on her neck whispering encouraging and loving words to her holding himself up by one arm. He used his other hand to stroke her side gently as he waited for her.
She could feel a little blood leaking out but it didn’t seem bad to her but that was expected. She was no longer a virgin she was a woman now and she wanted to shout out for joy. For so many years she had been afraid she would never know the touch of a man but here she was.
Rogue’s breathing was coming in pants but soon she started to feel the pain go away she ran her hands over his back as she experimented by rolling her hips. She groan in a little discomfort but her body was getting used to it. After a little working her body started to get used to it and pleasure was starting to swell up in her.
“Please move,” She urged him.
Peter gently started to pull out of her watching her face was in a mix of pain and pleasure as he pushed back in.
“Ughnn.” She bit her lip slightly at the slight sting she felt. She felt him stop but she didn’t want it to stop. Her tail wrapped around his waist pulling him. He started again with short slow movements and although she felt pain it wasn’t too bad. After a dozen thrusts the pain was starting to go away and she was starting to feel pleasure. She tried to experiment by thrusting back and groaned now more in pleasure instead of pain.
Soon she wasn’t feeling pain at all as his penis went into her over and over as her body started to get used to it and started to invite it deeper into her. Slowly Peter started to pull out farther and go in deeper into her body which only made her feel more pleasure.
“Oh god you’re so tight,” Peter moaned as their movements started to increase.
“Well y’all feel so big!” she told him thrusting her hips back as much as possible. She had never had anything like this inside of her feeling him hit all the way to the back and stretching her virgin pussy out for the first time. She wasn’t sure how large he was he could be normal for all she knew but he felt huge to her and perhaps he was. It would explain why some called him the ‘amazing’ Spider-Man as she smiled at the mental joke.
Soon sweat started to form on their bodies as the bed started to rock with the effort of the two adults. Peter held himself up by his arms looking down at the sexy expressions that crossed her face, her nice breasts bouncing with each thrust as she ran her hands over his arms and body. She spread her legs to allow him deeper access to her as she cried out throwing her head back as she felt the tip of his cock kiss her cervix.
Wet sounds of their joining were mixed with the sounds of their pleasure and the bed moving. The place was filled with the musky scent of both of them and a slight taste of sweat on them. Both of them were fucking each other now, covered in sweat as they wanted release. Peter starting thrusting faster now not sure just how much longer he could last she was so warm and tight and yet he moved in smoothly. She was about as perfect a fit around his cock as he had ever felt, he had been trying to hold back his climax but even he had his limits.
“Fuck...uh...I think I’m going-ugh- to cum!” He warned her in case she had second thoughts about fucking bareback like they were. Although the thought of filling this sexy woman with his cum did appeal to some caveman part of his mind but it was her choice in the end.
She pulled him close, “Please hold meh! Hold meh tight when ya cum! Cum in me please!” She buried her head into his shoulder she was so close she could feel it then suddenly Peter’s thrust finally brought her to her climax.
“OH GOD! YES! PLEASE YES” She screamed wanting to feel the first orgasm through sex in her life happen. She tightened up around him holding him as close as she could whimpering as she felt herself climax.
Peter groaned as he thrust one last time as he couldn’t take it anymore. Rogue gasped as she felt it, she felt his dick swell up and something warm shooting into her waiting womb. She felt him shudder as he finished shooting his seed into her welcoming body.
The two of them stayed there until he rolled off her to take a breather. Rogue had her eyes closed enjoying the sensation as her body felt all warm all over, she could feel his cum inside of her body. She rolled over as she lay against Peter wrapping her arm around his waist resting her head on his shoulder and found her tail resting on his leg.
“That was amazing.” She breathed out. “Oh god ah can’t believe ah finally had sex. Was...was I any good? Ah mean ah wasn’t sure what ah was doin’.”
Peter smiled at her as he started to run his hand through her sweat soaked long hair, “Oh trust me you were great. How are you feeling?”
She thought about it, “Ah feel a little sore in some areas and my pussy feels both great and like it’s going to be hell tomorrow.” She laughed but she didn’t care it was all well worth it. She just cuddled up against him feeling his warm and slightly wet body against her naked flesh. When she woke up this morning the last thing she expected was to meet Peter and to lose her virginity but she wasn’t complaining.
“Thanks for tonight,” she told him honestly. “Ah really needed this.”
“No problem, you know...if you want this doesn’t have to be a onetime thing,” he asked a little nervous hoping she wasn’t just looking for a one night stand if so he really might punch himself in the head for running the moment by making it weird.
Rogue thought about it and she kind of liked the idea he was a good guy and a part of her wanted to get to know him more. “Ah’ll look forward to that then.” She smirked closing her eyes wondering where this would lead her, wherever it was she felt she was going to enjoy exploring all kinds of things with him.
The End
Well hope you all enjoyed that when I saw that part of X-Men Forever this idea just came to me.
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A Spider and A She-Elf