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Caught in Her Web	By : MarvelFan98 Category: Marvel Verse Comics > Avengers Views: 21751 -:- Recommendations : 0 -:- Currently Reading : 1
Disclaimer: I do not own the Avengers or any of the characters and i make no money from this story

Chapter List
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(AN: This story Is a request from JViper who helped create the story line. This story will be a little different from what I usually write containing a lot of tease and built up with little to no actual sex in the first few chapters. Hope you all enjoy."
Peter Parker sat in one of the many training rooms in Avengers tower. Recently he's been training with his fellow Avenger Carol Danvers better known as Ms. Marvel. Recently she'd been helping Peter work on various grappling techniques. Since he'd been bitten by that radioactive spider Peter had become incredibly strong and he had always counted on that and his spider sense rather then any actual fighting abilities. But not long ago Shang-Chi had trained him in martial arts and even helped him developed his own fighting style and Peter had found it very useful so he decided to learn more. If nothing else it could come in handy when fighting someone as strong as him. He'd asked Carol if she could help help him since she had military training and the strength to actual go toe to toe with Peter. They'd been working together for a while now and it was going well. Peter and Carol really got along well. And of course it was a nice bonus that she was gorgeous. She was running late , she'd never been late before and Peter was starting to wonder where she was, he got up to go check the monitors for any super human activity in the city figuring she was off fighting some villain. Just as he was about to open the door his spider sense went off with just enough time for him to quickly jump out of the way as the door swung powerfully inwards.
“Sorry, sorry I'm here.” Carol said entering the room in a rush.
Peter was about to answer her when he got a look at her and his jaw dropped. Carol was wearing one of her old uniforms that Peter had only seen pictures of. It was coloured red and blue, her legs were exposed except for her boots, the bottom of her uniform sitting high on her hips showing off her curvy figure, there was a diamond cut out of the front showing her flat toned stomach the top point of the diamond coming a little short of her chest which stretched the material of the costumed making her breast look even bigger then normal, She had a star resting between the two large mounds, the whole thing was finished with a long red scarf and a domino mask. Peter found himself staring at how sexy she was, the pictures of this outfit did not do it justice. Carol always looked sexy but this was just amazing.
“So what do you think.” Carol said holding her hands out as she smiled. She could tell he was mesmerized and she was proud of her ability to do that to men. “I felt like going back to my old outfit.” She explained. Peter continued to stare not saying anything. “So... do you like it?” Carol asked again.
Peter was snapped out of his hypnosis and stammered a quick “Y... yeah you look great.” making Carol laugh a little.
“Well thank you.” She said, her pride continuing to grow. “So we should really get started.” Carol continued moving towards the mats set up in the middle of the room.
“Yeah whatever you say.” Peter answered now mesmerized by Carol's amazing ass, her new uniform rode so high on her hips that it practically became a thong in the back, her round cheeks almost completely exposed. Peter followed her , his eyes never leaving her rear until she turned around to look at him. He shot his eyes up hoping she wouldn't catch him but he could tell by the smile on her face that she had. He was glad his mask hid his red face.
“So how about we start with some arm and leg locks.” She said rubbing her hands together.
Carol began taking him through a few basic holds. First demonstrating on him then having peter do them to her. She showed different ways to gain control of someones arms of legs that could potentially even be used to break bones if necessary. Peter was having an even harder time then usual staying focused. He just couldn't help it, Carol's tits and ass called to him. Of course the nature of the training made it even worse as there was so much physical contact. Like when Carol was showing him a straight arm bar. She had him lay on the ground with her legs laid across his chest and his arm pulled up along her torso with her holding his wrist near her neck. She was explaining the various advantages and disadvantages of the position but Peter couldn't hear any of it. All he could think about was her ass pressed against her side and his upper arm pressing against her crotch and of course his fore arm between her big soft breasts. He couldn't help thinking about how amazing it would feel for his cock to be between the mounds.
“So you got it?” She asked him snapping him from his fantasy.
“Uh... yeah yeah I got it.” Peter lied.
“OK how about I show you a back mount.”
She move around behind him with her arms and legs wrapped around him to control his arms and legs. Once again she was explaining the position but Peter was lost. He could feel her chest pressed against his back and he could swear he could even feel her nipples poking into him. He started picturing her wrapped around him like this but from the front, her naked form bouncing up and down his shaft.
“Peter!” He heard her say forcefully
“What what?!” He answered his fantasy once again torn away.
“Were you even listening.” She asked letting him go.
“Of course I was.” Peter answered turning to her.
“Oh really. Why don't you show me?” She asked knowing he hadn't been paying attention to her.
“Uh... OK.” He said nervously.
He moved behind her and wrapped his arms and legs around her as best he could to match her demonstration. Unfortunately for him this position made focusing even harder. He had her firm butt pressed right against his dick and against his inner protests he began to feel a stirring in his cock. He tried desperately to think of anything to stop it but it was no good. As his dick grew harder he just kept picturing Carol naked in front of him like this as he fucked her from behind.
“See Peter your positioning is all wrong you have to-” Carol started before stopping abruptly. She felt something poking her in her ass. 'No!' she thought to herself. 'that can't be what I think it is'. Carol's face started to turn red. She didn't know what to do.
“Oh crap!” Peter said quickly pulling himself from Carol's body. “Uh... I uh... forgot I have to be somewhere.” He lied quickly making his way towards the door, making sure to keep his body turned away from her.
“Oh uh sure no problem.” Carol managed to say not knowing what else to do as Peter ran from the room. Carol thought over what had just happened. Had he really gotten hard? Peter? She knew he had found her attractive but damn she didn't know it was that bad that he couldn't even control himself. She wasn't sure how to feel. Should she be angry? No it wasn't his fault. After a while she just found it kind of funny and actually kind of flattering. She figured if anything he gave her a compliment.
^^^
Peter was mortified as he swung back to his apartment. There was no way she didn't feel that. What was he a 15 year old boy? He couldn't control himself for an hour? 'Well that's it' he thought. 'I had a pretty good run as an Avenger but there's no way I can ever go back there. I knew it was to good to last. Well I guess that's just the old Parker luck finally kicking in.'
Peter landed on the roof of his building and crawled down to his open window. As he took his mask off he noticed a text on his cell phone. He checked it and saw it was from Carol. He figured it would be her telling him how disgusted she was with him and almost didn't open it but figured he might as well see how bad it was.
Hey! Good work today.
Don't worry about what happened.
You know, you leaving early.
See you next time.
Peter stared at the phone reading the message a few times over. 'She must have felt it' he thought 'there's no way she couldn't have' Then he noticed her saying not to worry about what happened. She must be referring to him getting hard not actually him leaving early. Wow she really must be cool with it. Peter finally relaxed realizing nothing bad was going to happen. “Oh thank god.” He said out loud and collapsing onto his bed.
^^^
Carol laughed to herself thinking about Peter. She couldn't help but laugh at the thought of him freaking out about what happened. She had been shocked at first but she wasn't offended in any way. Having thought about it more she was actually pretty happy about it. It made her feel really hot and she had to admit it was a bit of a turn on that she had that kind of power over Peter. She was definitely looking forward to their future session.
^^^
The weeks went on and Carol continued to teach Peter and during every single session she had the same effect on him. After just a few holds Peter would be hard as a rock and he'd either come up with some excuse to leave or do everything he could to keep her from realizing what happened, but of course Carol always knew. After a while she even started having a little more fun with it. She would press up against him a little harder or let her uniform shift to make it just a little more revealing. She even made a game of it to see how fast she could get him hard. She couldn't explain why but she loved it. She found herself enjoying watching Peter squirm and it even started to turn her on a bit to have this kind of power over him. More then one night had led to her playing with herself while thinking about what she had done to Peter in their sessions. Her skilled fingers manipulating her pussy and making herself cum over and over again. She didn't know if she actually wanted to do anything with Peter himself but she loved the power. Finally she decided she wanted to see just how far she really could push this.
At her next training session Carol showed up and started things out the same as usual with Peter. They chit chatted a bit and then she had them start the new moves she would be teaching him today. Carol laid back on the ground and spread her legs, as she told Peter to get on top of her between her legs he was a little more then hesitant.
“Oh come on Peter. I won't bite.” She teased him with a sexy little smile before adding “Unless you want me to.”
Peter finally took the position doing everything he could not to picture Carol naked in front of him.
“This is called a guard position,” she said wrapping her legs around Peters waist and roughly pulling him into her. “See just because you're on top doesn't necessarily mean you're in control.” As she spoke she began to very lightly move her hips up and down on Peter's crotch. She had to suppress a smile as she could already feel he was at full salute.
Peter could feel Carol pressed against his cock. He could swear she was grinding against him but that couldn't be right. Oh god it felt so good. He knew there was just the thin material of their uniforms separating his hard cock from her pussy. How he wished that barrier was gone and he could be inside her. As she kept explaining the position but he didn't hear a single word.
Carol was doing everything she could not to let Peter know she knew what was going on. She continued to lightly rub herself against him, feeling his hard dick rubbing against her lower lips and making her wetter by the second. Watching him squirm above her was driving her wild. She thought she might just cum right there. She decided to take it up another notch.
“Of course sometimes being on top is the best place you can be.” Carol said as she rolled both herself and Peter over so that he was now on his back beneath her. This gave her even more control over the situation. She pressed herself harder against him, even going so far as to let out a small moan.
Peter heard her moan and he knew he'd been right. She was definitely grinding against him. Did she want him? What did this all mean? He could hardly focus with her huge tits swaying just above his face, her gorgeous orbs moving every time she grinned against him.
“Peter.” She said her voice going to a sexy moan her hips never slowing at all, “I think we both know that something has been going on in these sessions beyond your training. Your little friend down there has been getting very excited.” Peter gulped not knowing what to say. “It's OK.” She said reassuring him “It's flattering that you find me so attractive.” She moaned again as she rubbed his hard cock head against her sensitive clit. “And I'd be lying if I said I hadn't thought about it.” She leaned in closer to him, her lips right beside his ear as she whispered. “Your hard cock entering my wet pussy it would feel so good.”
Peter felt like he was about to explode. He could feel Carol's wetness soaking through their clothing and coating his dick. As she leaned into him he could even feel her hard nipples pressing against his chest.
Carol sped up her gyrations as she kept whispering in his ear. “God peter it would feel so good.” Her hand moved between their bodies and took hold of his cock and she began to directly rub his cock head on her clit. “I get so horny thinking about it sometimes, it's hard to keep control.” Her breathing increased as she felt more and more pleasure. Peter let out a moan beneath her and Carol felt a surge of pleasure shoot trough her knowing she had him in the palm of her hand both literally and figuratively. Between the physical pleasure she was giving herself and the joy of manipulating Peter she knew her orgasm was close. She rubbed him more forcefully gripping his cock so tight if he'd been a normal person it would have popped.
Even with his strength Peter winced at her grip not sure why the pain sent a jolt of pleasure through him.
Carol kept talking to Peter about how she wanted him so bad. She could tell he was about to cum and that pushed her over the edge, her body washed with joy. She looked down at Peter as she came, his cock still in her strong grasp. She smiled as she could feel him trying to hump into her fist. She let go of his hard cock and quickly stood up off him. Her legs shaking a bit from her orgasm. “But you know Peter it would be wrong for us to sleep together, I mean we work together and that would just complicate things.” She said with an evil little smile on her face.
“But.. but ... you just...” Peter stammered. How could she say that after what she just did.
“I'm sorry Peter.” She said with clearly fake sympathy “I hope you understand.” She quickly moved towards the door and walked out leaning back in at the last moment adding. “Oh but I still expect you to be here for our next session.” Then she was gone.
Peter was left laying on the floor on the verge of orgasm and completely confused. Carol had just used him like a dildo and left him there with a serious case of blue balls. How could she do that to him? And she expected him to come back? No way in hell was that happening.
But then again... Maybe she really just didn't know what she had done. Maybe she just lost control of herself but realized what was happening and left. Maybe next time she'd take it further. How could he risk missing out on that possibility.
^^^
Carol quickly made her way home where she immediately stripped of her clothes and spent the next several hours playing with her pussy. She couldn't believe how amazingly horny she felt at the thought of leaving Peter there on the verge of jizzing his pants after she used him to get off. She spent the whole night making herself cum again and again until she lost count.
Finally, the next morning, as Carol lay in her bed in what was practically a puddle of her own cum, she began to wonder if what she had done had been worse then she originally thought. After all Peter was a really nice guy and she'd sort of used him. She knew she should feel worse about it but it just kept turning her on more and more. Eventually she decided she needed a second opinion on it all and there was only one person she could trust enough to tell all of this to.
To be continued
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Caught in Her Web