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Spider-Man: Miles Meets The Spider-babes.	By : Muhabba Category: Marvel Verse Comics > Spiderman Views: 859 -:- Recommendations : 0 -:- Currently Reading : 0
Disclaimer: This is a work of fiction. I share it for free & make no money off of it. No one under legal age may read this. Everyone in this story are a parody of any real or fictional person. I do not own the Spider-Man comics or the characters.

Chapter List
- 1-Spider-Man: Miles Meets The Spider-babes
- 1
This is a work of complete fiction. It just popped into my brain so I wrote it down and share it for free and make no money off of it. No one under legal age may read this if you know what's good for you. No one over legal age should read this for the same reason. All characters used in this story are a parody of any real or fictional person. I do not own the Spider-Man comics or the characters from them. Comments are always welcome and appreciated so you should feel free to share.

Story Code: M/F+, Teen

Mile Meets The Spider-Babes
By Muhabba

“I Am… The Watcher.”
“And not the Nick Fury ‘Watcher’. No one really knows what ol’ Nicky was supposed to be up to on the Moon after that story arc.”
“…As I Was Saying, I Am The Watcher And It’s My Duty To Witness All The Events In This Corner Of Your Humble Galaxy.”
“And I’m Wade and it's my duty to watch all events when you’re in the shower.”
“…The Events In This Small Region Of This Galaxy Often Spin Out To Affect The Rest Of The Universe. Most Notably On The Planet Earth. But There Are Other Earths…”
“A real ‘What If?’ brand of other Earths.”
“… …Other Earths That Have Their Own Beings Both Good And Evil, Whose Never Ending Battles Spin Out To Eclipse The Events In The Multiverse Of Earths…”
“Trademark ‘Stan Lee TM’.”
“…If I May Continue?”
“Sure! Go ahead, buddy. Ima go make some popcorn.”
"As I Was Saying, It Was One Of These Other Earths, Earth 069 And Its Neighboring Dimensions, That Has Drawn My Attention."
“Do you want salt or butter on your popcorn?”
“…”
-----
     The warehouse was in a shambles. Part of the roof was caved in with several holes showing the nighttime skyline of New York City. Several matching holes in the walls showed the New York harbor area which was mostly obscured by smoke. Most of the fires had been put out but a few still lingered giving off small waves of light. Unconscious bodies lay haphazardly around what was left of the warehouse with two of the bodies having gathered a small crowd around them. The super villains known as the Black Cat and Hammerhead lay on their backs, a glazed look in their bleary eyes.
     Miles Morales, the teenage Spider-Man of Brooklyn, stared down at the two nearly unconscious supervillains. The Black Cat had been building a criminal empire with the help of Hammerhead and had nearly succeeded. He couldn't help but stare at the sexy Black Cat. She wore a skin-tight black suit that hugged her impressive curves. There were white fluffs of fur at her wrists and ankles to match her white hair as well as along her impressive display of cleavage. Hammerhead wore a pinstripe suit like the gangsters of yesteryear except tailored to fit his massive, muscular bulk. As Spider-Man, Miles had found himself the only person standing between the evil duo and their plans. At least until he had called for help.
     Wearing his black spider costume with red webbing, the half-black half Puerto Rican Miles looked over at the Avenger Natasha Romanoff, code-named the Black Widow, perhaps the only woman with a tighter outfit than Black Cat. She had long, straight red hair and an impressive muscular body all wrapped up in an air of authority. "So what do we do with them and their henchmen now?" he asked her.
     With a cool smirk, Natasha said, “I’ll make some calls.”
     Miles looked around at the ruined warehouse and at all the help he had needed to bring down Black Cat and Hammerhead's gang and wondered if the original Spider-Man normally needed this much help. To help fight the duo's new criminal army it had taken two Spider-Women, three Spider-Girls, a psychic, a private detective, three Avengers, and the older Spider-Man's wife. It was no wonder the warehouse had been nearly destroyed.
     With Black Cat and Hammerhead in custody, the quickly thrown-together super team headed back to their base. Which wasn't really a base but the loft apartment of their resident spider-psychic, Madam Web, also known as Julia Carpenter and formally known as the second hero to go by the name of Spider-Woman.
     When Miles had sent out the call for help through Madam Web, the heroes had all converged at her apartment and with the crisis over, were now unwinding a bit before heading out on their separate ways. Beside Madam Web was the original Spider-Woman, Jessica Drew as well as a Spider-Woman from a parallel Earth, Gwen Stacy. A visitor from a completely different parallel Earth was May "Mayday" Parker who went by Spider-Girl in her world along with two Spider-Girls from this Earth, Mattie Franklin and Anya Sofia Corazin. Jessica Jones was the private detective who had helped Madam Web track down the burgeoning gang and was now talking to the Avenger Captain Marvel along with her two teammates She-Hulk and Black Widow.
Lastly, the new hero called Jackpot, otherwise known as Mary Jane Watson-Parker, had jumped in to help with the raid and was now making Miles amazed that the loft could hold so many people. The former actress was handing out champagne and Miles couldn't take his eyes off of her tightly wrapped body. God bless spandex. She was around six feet tall with long, flowing red hair and the kind of body needed for a supermodel. Which she actually had been a supermodel so that worked out well for her. And because of her relationship with the Black Cat had been instrumental in tracking the sometimes villain down. Not many people were lucky enough to have both a husband and a lover but the throuple had literally hit the jackpot with one another.
Miles had turned down the offer of champagne since he was only eighteen but was kind of upset that the other underage spider-people were drinking, specifically Gwen and the three Spider-Girls. He sighed to himself and remembered how his best friend always teased him about being too earnest for his own good. Besides, who had this much champagne just lying around their apartment anyway?
     Wandering through the impromptu party, Miles went to check on the prisoner. Black Cat was tied securely to a chair in the kitchen which struck Miles as odd. He could have sworn that the authorities had taken her along with Hammerhead so who had brought her to Madam Web's loft? It was then that he noticed something else odd, he was the only male. He had purposefully called the original Spider-Man's allies but, for some reason, it seemed like only the females had answered the call. Where was Captain America or the Human Torch? And why had none of his teammates in The Champions answered his call?
     Miles couldn’t help but stare in awe at all the assembled heroes and couldn't believe that they had all shown up to help him. Some of these heroes had saved the entire planet while a few others had saved entire galaxies. Captain Marvel alone had saved several. And now they were all, like, just hanging out and having a good time. It was surreal! And he was here with them. He couldn't believe it.
     The younger Spider-Man went around the loft listening in on everybody's conversations, actually a little too intimidated to speak up or join in. And as more champagne was had, the louder and more friendly they all became. While telling a story about her and the original Spider-Man, She-Hulk grabbed Miles in a headlock and gave him a noogy. Captain Marvel had pulled him in under her arm to tell a story about her and Spider-Man fighting Venom. The Black Widow, with her arm around Miles' shoulders, told him about an Avengers mission she had taken with the older Spider-Man.
     He noticed that Jessica Jones, the original Spider-Woman Jessica Drew, and Captain Marvel often split off into their own group. She-Hulk and Black Widow often got together to tell an Avengers story. And the younger spider heroes seemed to have grouped together to make the rounds with one another to listen to the older heroes' stories. Miles, being one of the younger heroes, gravitated to their group. At least with them, he knew the other-dimensional Spider-Woman, Gwen Stacy. Or was it Ghost-Spider now? He'd have to ask her.
     "How about, to cut out on confusion, I call you Spider-Gwen?" he joked. Luckily they all laughed otherwise he would have webbed himself up in a cocoon and died of embarrassment.
     “Oh, that's a good idea!” an other-dimensional Spider-Girl said, “I’ll be ‘Spider-May’!” she giggled.
     Miles couldn't help but notice that her costume was more similar to the older Spider-Man costume than anyone else's. Plus, she had amazing legs. Almost like a dancer or an athlete.
     "Spider-Maddie sounds good to me," the dark-haired Spider-Girl said.
     The third Spider-Girl with the dark brown hair thought it over for a moment. “Oh, I suppose ‘Spider-Anya’ wouldn't hurt just for tonight,” she joked, “As long as it doesn't get out.”
     The four girls laughed and Miles joined in. Spider-Gwen, with her white and pink costume with a hoodie, swayed for a moment before leaning up against him for support. “I think you’ve had enough champagne,” he joked.
     "Nuh-uh," she said impetuously, "She-Hulk has had six bottles and I'm trying to keep up with her."
     Miles looked around at the larger group surrounding their small group and noticed that several dozen empty champagne bottles were lying around them. "Who has this much champagne in their apartment," he wondered again out loud.
     “Well, you haven't had any,” Spider-May said and tried to pour some champagne into Miles’ mouth through his mask.
     “No thanks,” he said with a note of embarrassment, “I try not to drink and sling.”
     The girls giggled and Spider-Gwen leaned in closer. "I bet I know something you'd like in your mouth," she drunkenly slurred. Before his spider-sense could warn him, Gwen leaned over and tried to kiss him. He could feel her tongue moving between their masks, trapped in her mouth and trying to force its way through.
     Miles tried to pull away but Gwen kept her grip around his shoulders. “I think you’re drunk,” he said, trying to play it off casually.
     “And I think you have a cute tushie,” Gwen slurred, causing giggles to break out in their group.
     "I think this will help," Spider-May said before yanking Miles' mask up over his nose, revealing his mouth.
     “Good idea,” Spider-Maddie said before pulling Spider-Gwen’s mask up for her.
     “Thanks,” Gwen said before leaning over again and kissing Miles. She thrust her tongue into his mouth, exploring it thoroughly while massaging his tongue. “You're such a good kisser,” she said when she broke the kiss.
     "I'll be the judge of that," May said before pulling her mask up over her mouth and kissing the dark-skinned boy.
     “I want to try,” Maddie said before yanking Miles over towards her. Her kiss was even more forceful than Spider-Gwen’s had been and she held him tightly in her arms.
     As Miles struggled in Maddie’s arms, out of the corner of his eye, Miles saw Gwen and Spider-May lean into one another and kiss. They pressed their bodies together tightly as he was suddenly yanked out of Maddie’s arms.
     New arms surrounded Miles and he found himself being forcibly kissed by Spider-Anya. As he struggled against her he found himself wondering about why he couldn't get out of her embrace. Was she stronger than him? And why wasn't his spider-sense warning him about the girls? Was it not dangerous enough to register?
     Suddenly Miles groaned in surprise into Anya’s mouth at a strange sensation below him and she released him. He looked down in front of him and found Gwen on her knees with his dick in her mouth. She still had her mask pulled up over her mouth and now his pants were pulled down to his thighs as she easily sucked him, her lips stretched tightly around him as they traveled up and down his shaft. Her warm wet tongue was massaging his length as she took him deep inside of her and he found himself wanting to cry out for help but all he could do was squeak in surprise as his blood rushed into his penis.
     He looked around for help but instead found Spider-May topless except for her mask and gloves with Maddie and Anya sucking hungrily at her impressive tits. He was frozen to the spot, unable to turn away from the sight of the three girls making out next to him or move away from Gwen as she took his prick into her welcoming mouth again and again. And looking past the group of spider-girls, Miles saw that everyone was getting into the celebratory mood.
     Both She-Hulk and Captain Marvel were mostly topless, kissing passionately. She-Hulk's massive green, gamma-infused breasts were easily engulfing the blonde captain's firm tits as they rubbed their athletic bodies against one another.
     The Jessica Drew Spider-Woman kept her mask on as Jessica Jones pulled down the other woman’s top. Miles would have considered Jessica Drew’s breasts rather sizeable if he hadn't seen She-Hulk’s impressive pair. As It was, Jessica Jones didn't seem to mind as she bent down and took one of the Spider-Woman’s nipples into her mouth.
     A strange groan caught Miles' attention and he saw just to the left of him a pile of Spider-Girls. Mattie, Anya, and May were all on the floor, all mostly naked, and all sharing one another. Their colorful super-suits were all gone leaving the girls in only their boots, gloves, and masks. Their fingers and tongues all caressed and probed each other's bodies as they groaned out in lust. Spider-May was the most fit and he congratulated himself in guessing that she had an athlete's body. Spider-Mattie had the largest breasts of the bunch while Spider-Anya had the thickest ass. And as Gwen managed to swallow half of his length, the young Spider-Man saw that the May Parker Spider-Girl did indeed have great legs and that they looked great spread wide open allowing Maddie to finger her bare slit.
     Somehow, Gwen managed to remove the rest of her costume, except for her gloves, boots, and mask, without Miles realizing it before she released her hold of him. He looked around quickly for a way to escape when he saw Madam Web, the red-haired second Spider-Woman, with her legs wide open on a massive wingback loveseat with a completely naked Black Widow and Mary Jane kneeling between her thighs. Madame Web had pale, wobbling tits with nipples so pale they could barely be seen. The Widow's ass was thick and hard beneath her uniform, more fit than he had found May's while Mary Jane's ass was a nearly perfectly sculpted piece of art. Obviously, a model's well-maintained rear-end.
     "Wait, Gwen, no!" Miles gasped out when he realized that the other-dimensional Spider-Woman was pulling him down on top of her mostly naked body. On the way down he couldn't help but notice how long and slender her legs were as they wrapped around his waist, definitely a dancer's legs. She then grasped the base of his prick held his prick and aimed him between her toned thighs. He tried to pull back but he was too late. With an expert roll of her hips, she raised her warm, wet pussy up to his erection and enveloped half of him in one thrust.
     The teenage boy froze as the teenage girl lay flat on her back and pulled him on top of her young, firm body. She groaned out in pleasure as his body seemed to start to act on its own, thrusting into the blonde superhero, his dick hard and throbbing in need. As he pumped himself in and out of the teenage hero, Miles suddenly heard someone behind him.
     “Gotta love the young ones,” She-Hulk chuckled as she reached down and grabbed a handful of the younger Spider-Man’s uniform. She easily lifted him off the floor and out of the teenage girl, a small string of Gwen’s slick juices dangled between them a moment before breaking and dripping onto the floor. She-Hulk effortlessly threw him over her broad shoulder and walked away from the writing bodies of the spider-teens.
     Miles stared at the muscular superhero's back and ass as he dangled helplessly in her grasp. She was confidently naked except for her white and purple sneakers and walked with purpose. He tried to talk to her, to explain that something was wrong, that maybe the champagne was spiked, or they were all being controlled by Psycho-Man, or were being attacked by the dimensional demon Nightmare. But all he could do was squeak out, "Ma'am…"
     “Not gonna need these anymore,” She-Hulk smirked as she reached out and ripped Spider-Man’s pants off, only his boots surviving.
     "She-Hulk, ma'am, please," Miles managed to choke out before the muscle-bound beauty carried him over her shoulder like a side of a very intimidating piece of meat.
     "Keep the 'Ma'am' thing," She-Hulk said as she made her way across the surprisingly large and very open-spaced apartment, "I like it."
     “Yes, ma’am?” Miles squeaked before the gamma hero dropped him on a strangely opulent couch. He looked up helplessly at her amazingly naked body from her long, well-formed legs to her wide hips, flat, slightly ripped abdomen, to her large, full, heaving breasts. And then up at her smirking face. “Snu-snu?” he mumbled meekly.
     “Kids today and their memes,” She-Hulk chuckled before climbing into the unbelievably plush couch and straddling the kid’s hips. “Hold on kid,” she said as she grabbed his wrists and placed his hands on her large green tits, “You're in for a hell of a ride.”
     "Crap!" the frightened and horny teenager gasped as the gamma giant lowered herself down, her tight, green cunt swallowing him whole. She began rocking her hips, fucking the boy as she thrust her unbelievable chest against his face. Each large tit was nearly the size of his head and she held him against them, leaving him no choice but to suck on her hard, oddly human-colored pink nipples. She ground herself down, strumming her clit on his lower abdomen, the movements nearly painful to his pelvis. But his spider-dick stayed hard and his adhesive hands now stuck to her tight, muscular ass.
     He could feel the horny Avenger's rock-hard muscles moving beneath the soft flesh of her ass. She groaned out lustfully and held Miles' head more tenderly and he used his lips and tongue on her large, soft tits. He sucked on her nipples excitedly moving from one tit to the other as she pistoned up and down on his prick. His fingertips accidentally slipped over her green, puckered asshole causing the battling behemoth to shudder. He froze, afraid for his life. Afraid of how She-Hulk would take the accidental caress.
     She-Hulk stopped and looked down at Miles, his eyes wide and fearful as he looked up at her from around her bulging tits. “Bold little fucker, ain’t you,” she chuckled before going back to fucking him, “Maybe later, if you’re a good boy.” He sighed in relief into her abundant cleavage before looking around to see if anyone else had noticed how close he had come to being smashed.
     Off to one side, he saw Gwen, Mattie, Anya, and May in a near-naked heap in the corner. All of them were still wearing their masks, gloves, and boots as their hands flowed over their writhing, teenage bodies. Sitting in a nearby chair watching them was Carol Danvers, Captain Marvel, Boss of Space. The captain was as naked as the girls were as she reclined in the chair, her firm tits pulled slightly to her sides by gravity. Her legs were spread wide and she rubbed her pussy between them as she gave the girls instructions on where to stick what. Carol's body was tight and muscular without losing her feminity and Miles could see her bicep tighten as she raised her hand to cup one of her firm tits and toy with her nipple.
     From around the other sides of She-Hulk's heaving cheat, Miles could see Black Widow and Jessica Jones just on the other side of him at the arm of the couch. In Miles' opinion, Jessica herself was kinda on the plain side compared to the other heroes. Not unattractive but nothing stood out about her. Even completely naked, except for her leather jacket and worn boots since she didn't wear a costume, she was kind of a plain-Jane with shoulder-length brown hair and an average build. But from Black Widow's moans and squeals, and the wet squelching noises, it sounded like Jessica Jones could fuck.
     Since the two women were on the other side of the arm of the couch, Miles could see Jessica kneeling high enough that her body was occasionally exposed. As for Black Widow, she was situated lower than Jessica with one toned leg thrown over the back of the couch and he could only see her from her bare shoulders up. It was a tease that made his balls pull up tighter, Jessica curled up between the Black Widow's well-muscled legs. There was something everyone knew but didn't talk about and they were the skills that Natasha Romanoff had been taught as a spy. Not just weapons and poison and how to kill a man with her pinky or whatever. There was also seduction.
     Black Widow was a warrior and carried herself with the grace of a dancer. There was no way she could not show off her body. Perfect posture pushed her chest out and arched her back gracefully to her tight rear-end. Every move she made was a sexual pose, lust following her through the air like perfume. And she was four feet away getting fucked by Jessica like it was the detective’s job and Miles couldn’t see a damn thing. All he could do was watch her beautiful face contort lustfully with every orgasm.
     Suddenly, She-Hulk tightened her grip on his head making Miles afraid that she was going to squash his skull. Which she could do. Easily. Which kind of turned him on more as she came on his cock. Her tight pussy grew tighter, squeezing him to the point of pain as she ground herself against him. He could feel the muscles of her ass tighten in his hands until she finally collapsed against him. Her large, heaving tits engulfed his head completely, blocking out all light and sound. She weighed too much for even his enhanced strength to move so Miles could only wait for the green giantess to finish with him.
     When she finally sat up, Miles took in a deep breath. She-Hulk pinched his cheek like a grandma on Thanksgiving. "Pretty good, kid," she told him as she released his cheek. He wasn't sure exactly what he had done besides sit there and let She-Hulk fuck him but he was happy she enjoyed it. A dejected She-Hulk was a scary thought. "So let's get you taken care of," she chuckled.
     She-Hulk moved her thick legs and slid to the floor. It was an oddly graceful movement and easily placed her between his knees. The gamma-powered Avenger was a large, sexy woman and Miles had to stretch his legs open wide to get her between them. With one hand she stroked his inner thigh up to his sticky shaft while her other hand played over his chest and his nipples through the top of his costume. She gently grasped the base of his cock and slipped it into her warm, wet, mouth.
     Miles hissed in pleasure as Shulkie, as she was sometimes called by her friends, began bobbing her head up and down on his lap. Her lips slid up and down his cum sticky shaft as her tongue massaged and worked against his prick. She was on her hands and knees, her large tits dangling below her and her rock-hard ass high in the air, swaying back and forth. It was a stunning sight for the horny teenager as he finally accepted what was happening to him.
     He looked back over to the pile of Spider-girls and saw them climbing all over Captain Marvel, everyone's fingers working between one another's supple thighs. On his other side, Black Widow was bent over the arm of the sofa, facing towards him as Jessica Jones knelt on her knees behind her on the floor. It took Miles a moment to realize what he was seeing since both women's nudity was still partially hidden. Jessica was thrusting her fingers roughly into the Widow's cunt, the detective rocking her body against the secret agent's backside like her fingers were a dick. Of course, Jessica Jones could have had a prick, it wasn't like he knew her well enough to know one way or the other. Black Widow's mouth gapped open as she gasped out with every one of the detective's thrusts.
     The younger Spider-Man's eyes crawled over the entire apartment until they landed across the room. Reclining in the large, overstuffed loveseat was a naked Madam Web, a mostly naked Spider-Woman, and a completely naked Mary Jane Watson-Parker. The three women were cuddled together, one hand in each other's laps as Spider-Woman stroked Madam Web's and Mary Jane's long red hair and Madam Web lovingly stroked one of Spider-Woman's large tits while the ginger model stroked one of Madam Web's smaller breasts.
     The Jessica Drew Spider-Woman wore her half mask leaving her nose and mouth exposed as well as her gloves and boots but was otherwise nude while Julia Carpenter, the former second Spider-Woman now known as Madam Web, wore only a sexy smirk since she didn't have a regular uniform. Madam Web was a psychic who could see the future which kind of intimidated Miles. He felt like she knew exactly what he was thinking and what he was going to do, which anyone would find intimidating but why would she be peeking in on his brain unless that was what she wanted him to think so he'd be off his guard and she could peek in on his brain? It was really confusing when he thought about it too much.
     Jessica Drew was known for two things, mostly her thick, dark hair and then also for her spectacular chest. Her red and yellow costume had seemed tailor-made to show off her breasts but even without it, her breasts could draw anyone's attention. And the way she was snuggled against Madam Web's side opposite Mary Jane, couldn't have showed them off better than if she had posed for it. And seeing Mary Jane naked was starting to send Miles over the edge. When Miles was younger he used to spend his money buying any magazine with Mary Jane modeling in it and then would spend hours stroking himself to it. She had been the one to send him into puberty.
     Miles watched the new hero Jackpot snuggle against Madame Web while Spider-Woman did the same on the other side. The two women's hands slid over the middle woman's naked body as she opened her legs to them. They each kissed her one at a time before both leaning into a 3-way kiss, their hands never stopping. All three women gasped and moaned as each one fondled the other two, their bodies writhing together with abandon, lost in the feel of fucking one another.
     Not realizing what he was doing, Miles had a hold of She-Hulk's hair like they were the reins on a horse. His hips were working on autopilot, rocking up to thrust his dick inside of the superhero's warm mouth. She sucked hard on him, his cock sliding between her green lips and over her pink tongue but he only had eyes for the two spider women and the former model.
     As the teenage superhero fucked the beautiful face of the premier superhero kneeling between his wildly spread knees, MJ and Spider-Woman each slid a hand between Madame Web’s shapely legs. They were each bent over the psychic’s chest, suckling in a firm nipple each as the psychic woman held them to her. “Oh, geez,” the younger Spider-Man gasped.
     Without the young superhero noticing, She-Hulk suddenly pulled back and let his tasty tool out of her mouth. "Whaa? he gasped and turned his attention back to the gamma-powered attorney at law.
     “I got a couple of things for you,” She-Hulk told him with a smirk as she lifted her large, green tits and presented them.
     Confused, Miles once again said, "Whaa?" and then gasped out, "Whoa!" as She-Hulk wrapped her large tits around his cock. The large green orbs completely enveloped his tool, hiding it totally from sight. She released her hold on her tits, grabbed his wrists, and yanked his hands to her great green globes. Miles quickly grasped the heavy orbs and began fucking them, his hips acting in their own, raising his cock up inside of the warm, smooth, firm flesh that had swallowed him whole.
     Above her abundant cleavage, Miles could see She-Hulk smirking up at him. “Got your attention back, didn’t I?” she boasted. All Miles could manage with a mute nod of agreement. This was like nothing he had dreamed of before. It was a sensation that he could put words to. It was a wholly unique sensation and it felt absolutely heavenly.
     The young Spider-Man continued to thrust himself between She-Hulk's gamma-powered globes while he watched. He didn't have to do anything, it appeared his body knew exactly what to do. He didn't have to tell his hips what to do, they lifted themselves again and again to fuck the stunning Avenger's super-powered orbs. And he didn't have to tell his hands and fingers to squeeze those same tits and toy with her nipples, they just did it by themselves. His entire body was on autopilot. And then his lap and She-Hulk's tits were obscured by long, red hair.
     Miles looked down to see Black Widow's head halfway in his lap. Her eyes were glazed in desire as she bit her lower lip with her hair matted to her face with sweat. She was on her back, completely naked except for her golden wrist blaster and her matching golden belt with a red hourglass on the buckle. Her arms were down the length of her toned, muscular body to her widely spread legs. Between her thighs, she held Jessica Jones' head there by her hair. The private detective looked seriously deep in her work wearing her leather jacket and worn boots.
     The young boy's eyes crawled over the spy's wobbling breasts as Jessica Jones worried her cunt like a cat with a mouse. With every jolt and thrust from the detective's head, Natasha's large tits jiggled enticingly between her arms. His eyes continued down to the detective's upthrust ass and the sexy sight they made with Black Widow on her back next to Miles while Jones was laying over the arm of the sofa with her tight rear-end high in the air.
     He looked back down at his lap and saw that the Widow's red hair was covering half of She-Hulk's face and one large tit. The jade giantess was trying to blow the hair out of her face while Miles continued fucking her warm, silky tits. There was just too much going on for him to pay attention to any one thing. Spoiled for choice his mother would say. Which reminded him of the spider-girls and Captain Marvel. The Captain had disappeared into the crowd while the girls walked around, mingling while still mostly naked and freshly fucked. He could even see the gleaming juices drying between their thighs.
     Turning away from the young girls parading around mostly naked, Miles saw Mary Jane slide to the floor and stand up, completely naked. Her body was amazing. Her large tits were high and firm on her chest, her back was arched gracefully, her sculpted ass thrust back naturally, and her legs were long and so supple looking. He watched her naked body flow through the guests until he lost track of her. Then he turned his attention back to the two spider-women.
     Julia Carpenter sat content in her chair with a fine sheen of sweat covering her naked body and heaving chest. She looked as if she was recovering from an epic round of sex as sat completely unashamed. Jessica Drew kissed the other Spider-Woman while cupping one of the other woman's tits before setting up straighter. The black-haired woman looked over and the sofa and the four people fucking on it. She gave a smile that made Miles nervous and he gulped in apprehension. The look on her face was just soooo predatory.
     Miles watched as Spider-Woman slid out of the chair with fluid grace. From the chair to her hands and feet, she never broke eye contact with the activities on the sofa. She crawled across the floor in her hands and feet like only one of the spider-people could. Their muscles and ligaments stretched and pulled in ways no average people could and Jessica used that muscle control to crawl toward Miles and the three women. If a human had tried to crawl in their hands a feet their rear-ends would be stuck high in the air but Jessica Drew's body was perfectly parallel, her dangling tits nearly scrapping against the cold floor. Miles licked his lips nervously.
     When he realized where Spider-Woman was going, Miles thought he should probably warn She-Hulk. "Ma… ma'am… uh, 'Shulkie', I mean… ah, Ms. Walters…" he mumbled before the gamma-powered Avenger interrupted him.
     “Hey, kid, wanna give me a hand?” Jennifer asked, still trying to blow Black Widow’s hair out of her face. It was kinda hard for her to do while using her knees and hands to hold herself up.
     “Oh, sorry,” Miles said and quickly released his hold on She-Hulk’s massive tits, forgetting about Spider-Woman crawling naked across the floor. But in his defense, Jennifer Walters’ tits were known to be distracting. He swept Natasha’s hair out of Jennifer’s face and she smiled up at him.
     “Thanks, kid, I…” She-Hulk started but Miles never found out what she was going to say next.
     Miles watched as yellow-gloved hands slowly slid over the large, firm, round mounds of She-Hulk's super-powered ass. He then realized that he had lost track of Spider-Woman on her way over. He saw the top of Jessica Drew's head creep up behind the lawyer and wondered what she had planned. It was the sensation of having strange hands crawl over her naked ass that interrupted the lawyer but what Spider-Woman did next shoved She-Hulk into Miles' lap next to Black Widow's head.
     "Fuuuuck!" She-Hulk shouted as she fell into Miles' lap. Spider-Woman had spread her hard, muscular, emerald cheeks apart and then shoved her super-powered tongue directly into her asshole. Jessica used her super strength to hold Jennifer's ridiculously strong ass apart while she began to roughly tongue fucked it. "Shit, shit, shit…" Jennifer chanted through gritted teeth as Jessica shoved her tongue as deeply into her ass as possible.
     "Crap, crap, crap…" Miles chanted through gritted teeth as She-Hulk was roughly thrust into his midsection again and again. He was trapped on the sofa, his cock pressed painfully against his abdomen by Jennifer's tits but despite the pain, the sensation of the power-infused lawyer's chest rubbing against him kept him hard. And also a little afraid of injury to his most sensitive parts. He looked to his side and saw Black Widow on her knees on the floor with Jessica Jones sitting on the arm of the sofa now. The private detective had her slender legs held wide open while the redhead Avengers fingered the detective's ass and licked her pussy. “At least someone was having fun,” he thought as She-Hulk’s head rammed into his chest and knocked the air from his lungs.
     Between violent thrusts, Miles tried to use his spider strength to lift himself away from She-Hulk and Spider-Woman. He looked up and then shot two webs to the ceiling and began pulling. Every time She-Hulk would relax he would pull himself up a little at a time, slowly inching towards freedom. And then the green powerhouse grabbed his hips and yanked him back down onto his knees in front of the sofa and peered up at him with a wicked smile.
     “You’re not going anywhere yet, Spider-stud,” she told him. She then opened her mouth as she was pushed forward, engulfing his entire cock in one mighty swallow. He had no idea what the original Spider-Woman was doing behind her but She-Hulk began screaming in pleasure around his dick and his entire body shivered in pleasure. He watched her eyes roll back into her head as she began gurgling around his prick, drool running from the corners of her mouth as she came.
     She-Hulk let his dick slide out of her mouth as her entire body relaxed. She laid her head against him and cooed in pleasure as Spider-Woman’s head came up from her green, upthrust ass. “I don’t know about the original Hulk, but a tongue in the ass always stops She-Hulk,” Jessica told him.
     Miles didn’t know if he was supposed to agree with her or compliment her or what so he just silently slid up on the couch staring at her with his dick pointing straight up, She-Hulk dazed in his lap, and Black Widow’s tongue shoved up Jessica Jones’ pussy with two fingers up her ass. There was just so much going on around him.
     Looking around nervously for a moment, Miles realized he didn't know what he was looking for but when his eyes fell on the pile of Spider-girls he stopped looking. The girls were all wearing only their masks, gloves, and boots still, the rest of their bodies on beautiful display. "Mayday" Parker sat on her knees and was directing the other three. Gwen was on her knees beside May, bent down slightly and obviously sucking on one of the girl's nipples while Mattie was also on her knees on the other side busy with the other nipple. Anya was on her knees behind May with one arm wrapped around her athletic body, her hand between her fit legs, fingering her vigorously. And by the look of Anya's other shoulder moving around, he also guess that she was fingering May's athletic ass.
     The younger Spider-Man watched Mattie reach over and give Gwen’s ass a hard squeeze and Gwen respond by wiggling her ass. The girls moved closer together and gave Miles an unobstructed view between their legs at their wet, pink slits and tiny puckered assholes. At least for a moment before the girls all sent their hands between one another’s thighs, fingering each other but obstructing his view. And as he lost sight of the pretty treasures between their legs, May held their heads to her breasts to direct the girls’ mouths to where she wanted them to go.
     A sudden shove broke Miles away from the mass of spider-girls back to him being trapped under She-Hulk's head. Apparently, Spider-Woman had roped Jessica Jones into helping her move Jennifer but the jade giantess was doing nothing to help the two women. Miles was about to add his own enhanced strength before being distracted by the naked Black Widow walking behind the group to his other side and then kneeling on the floor. She wore only her golden widow blaster gauntlets around her wrists, her golden belt with a red hourglass on the buckle, and her boots.
     Natasha sat up straighter on her knees and told Miles, “Here. Let me help,” before reaching up and grabbing the sides of his head. She yanked him forward and buried his face in her abundant cleavage before wrapping one arm around his head and grasping his dick with her other hand. She began jerking him off, rippling her fingers as her hand moved up and down, starting with her pinky and moving up to her pointer finger. Miles felt like she was milking his cock but in reverse of the way farmers would milk a cow. He groaned in pleasure into her soft, warm cleavage before using his lips and tongue to draw one of her hard little nipples into his mouth.
     Miles eagerly sucked on the super spy’s renowned tits using only his mouth while his hands worked on getting the delirious She-Hulk off of his lap. He gurgled around Black Widow’s tits when Jessica Jones reached across and gave his swollen balls a firm squeeze. “I call dibs on next,” she told him before releasing him and going back to work with Spider-Woman.
     "I already called dibs, Jones," he heard Spider-Woman say, her voice slightly muffled by him being buried between Black Widow's breasts, "That's why I'm over here." From the corner of his eye, he watched Jessica Jones flip off Spider-Woman with a snarky look on her face and heard Jessica Drew chuckle in response.
     Black Widow upped her speed stroking Miles' cock and he was afraid that he was going to cum before the group finally managed to heave She-Hulk off of him but with a massive shove, the group finally managed to free him. He breathed a short sigh of relief before Spider-Woman grabbed onto his wrist and yanked him to his feet, lightly knocking Black Widow onto her side before she could mount the boy. She forcibly pulled him across the room toward Madam Web and he felt oddly exposed with his erection bobbing up and down in front of everyone, almost as if everyone in the room was staring at him.
     Jessica Drew began positioning the three of them and while she worked he caught a glimpse of the phenomenally naked Mary Jane Watson-Parker padding gracefully through the room. Every inch of her supermodel body was fully exposed and he stared lustfully at her jiggling tits and swaying ass as she walked. Walking next to the sexy redhead was Jessica Jones still clad in her beat-up leather jacket and work boots.
     He allowed the original Spider-Woman to move him around like a mannequin while the other couple walked up to Captain Marvel as she sat in a chair masturbating while watching everyone fuck everyone else. The Boss of Space squeezed one of her firm tits with one hand while she fingered herself with the other. She was now dressed oddly in her yellow gloves and the blue part of her uniform coming down her neck, covering her shoulders, and stopping just above her breasts. She still had her eight-point Hala star between her orbs but was completely naked down to her yellow boots. Miles didn't know where she had gotten her outfit but his teenage hormones wholeheartedly approved of it.
     Jessica and Mary Jane walked over to the masturbating captain and Jessica said, "Hey, Carol. Remember by bachelorette party?" before kicking the chair backward. Miles was startled by the sudden violence but no one else in the apartment seemed to think anything of it which confused him. The dark-haired private investigator used her strength to casually shove the tipped-over chair out of the way leaving the surprised superhero flat on her back. Miles was about to tear himself away from the two spider-women to somehow help but then he saw what Jessica Jones did next.
     With no hesitation or flourish, Jessica straddled Carol's head, got on her knees, placed her pussy over the Captain's mouth, and immediately began humping her. Meanwhile, the stunning redhead lay flat in her stomach between Marvel's spread, muscular thighs and threw her legs over her shoulders. While Jessica Jones ground herself against Carol's mouth, the private detective grabbed a hold of the blond woman's hair and used it as a handhold while Mary Jane wrapped her arms around the Captain's thighs and began licking her drooling cunt. Miles felt his balls lurch at the sight, especially Mary Jane's round ass. Jessica Jones had a nice, tight little ass that bunched and released as she moved but Mary Jane's ass had been on magazine covers.
     There was a yank on Miles' hand and he turned back to the two spider-women and was reminded that as spider-people, they were all more flexible than normal humans. Julia Carpenter was on her back sideways in the large, plush chair with Jessica Drew lying on top of her, their chests and hips pressed together with their breasts bulging out from their sides. Their legs were contorted up and out from their bodies with their hot, gooey cunts pressed together. It was an odd position for them to be in but he knew what it was for and what he needed to do.
     Miles' stepped forward and placed the head of his throbbing cock at the entrance to Julia Carpenter's hot sex and heard her moan just as he touched her. He also heard Jessica Drew coo to the woman as she wiggled around on top of her. He gripped the red-haired psychic by her thighs, unable to comfortably hold anything else with Jessica in the way, and slowly pushed forward. Her dewy labia parted around him as his cock-head slipped inside of her and she groaned out even louder.
     As more of his prick parted Julia's tight walls, the louder she groaned while the deeper Miles' went the tighter her body gripped him. From around the spider women's hips, he could see Jessica slip her tongue into the other spider-woman's mouth as the brunette started moving around on top of her. The dark-haired superhero's larger breasts enveloped the other woman's breasts as the former private detective rubbed against her chest. The young Spider-Man watched as the original Spider-Woman ground her hips down against her predecessor, their impossibly spread legs letting the two women rub their clits together as he filled Julia fully.
     As Miles fucked into Madam Web's tightly clutching cunt he lost his place on one of her thighs as Spider-Woman moved and flexed against her. He didn't realize it, he only knew he was touching bare flesh, but his hand found its way to Jessica's firm thigh and he let his hand slowly travel upwards as he continued pumping inside of the second Spider-Woman. The wildly fucking young man's hand slid up the warm, silky thigh and he didn't realize that it belonged to Jessica Drew until he was gripping her round ass.
     He kept a firm hold on Julia's thigh and let his other hand slide across, grip, and knead Jessica's thick ass cheeks. He slipped his thumb between her cheeks and let it rest against the wet, pink entrance to her pussy. She turned her head to look at him from over her shoulder and he actually felt somehow caught doing something wrong. She smiled back at him and cooed, "Why don't you try sticking something else in there?
     It took Miles a moment to process what she had told him before obediently doing what she wanted. Everything felt so surreal to him that he had trouble processing everything that was happening. He pulled his prick out of one Spider-Woman, causing her to moan out again, and pushed it into the other Spider-Woman causing her to moan as well.
     As the astounded young man filled the sexy Spider-Women, the more confused he got. Not that all young superheroes knew each other but whenever he was around some and they started talking about the women of the powered community, everyone had a thing for Jessica Drew. They didn't know if it was her hair, her considerable bust, her legs, her ass, or her seemingly exceptionally tight uniform, as soon as they met her everyone wanted her. And somehow he was fucking her.
     Despite the odd position of her stunning body, Miles was able to grab into her hips and hold her steady as he rocked himself inside her. He watched the smooth flesh of her ass ripple with every thrust as she moaned and gasped at the end of his throbbing prick. How was this happening? Suddenly he gasped out in surprise as a hand suddenly appeared between the two spider-women's groins. He took a step back, his cock slipping out of Jessica's tightly clutching cut and looked down the sides of their bodies. He saw that Madam Web had slid her arm between her and Spider-Woman and she was now strumming their clits.
     He looked around, wondering what to do when he saw that Captain Marvel was sixty-nining Jessica Jones with Mary Jane missing. A part of him panicked. While he hadn’t exactly planned any of what was happening to him, in the back of his mind he had been planning on somehow creeping over to have sex with Mary Jane. But now she was gone!
     Mary Jane was only missing for a moment before he saw her with She-Hulk and Black Widow. Mary Jane was sitting on the couch with her long hair spread around her and Black Widow between her thighs. It was obvious that Natasha was licking the former model's pussy by the look of bliss on Mary Jane's beautiful face. She-Hulk was bent down over her chest, sucking on one tit while massaging the other. The amazing redhead had one hand wound through the giantess's green hair and her other through the spy's red hair, guiding both women where she wanted them
     Miles gulped in surprise when Mary Jane suddenly looked at him from across the room and he once again felt caught and exposed. Her body writhed around beneath the other women’s hands and tongues as she panted and moaned enticingly. But despite any movement from any part of her body, her green eyes stayed locked on him. It felt like the amazing woman was burning a hole through him with her eyes, his cock somehow even harder than it had been while fucking the two spider-women. Suddenly the former supermodel cried out in heat and Miles wondered if she had just had an orgasm. Out of nowhere, Spider-Woman broke his concentration and pulled his attention back to her and Madam Web.
     The young hero quickly looked back at Spider-Woman and other Spider-Woman before, just as quickly, looking back to the couch but he was too late. The three-some on the couch had apparently finished and the women were disappearing into the crowd. He silently cursed himself at having missed a chance to be with Mary Jane before he turned his head back to the spider-women and quickly snapped back into a good mood. “Fuck me, Miles,” the two women said in unison.
     It took some explaining from both women before the inexperienced young man finally figured out what they wanted him to do. Their naked, sweating bodies had never stopped moving, rubbing erotically against one another as Miles moved back between their superhumanly spread legs, their pants and moans filling Miles’ ears. He placed his cock between the two women where they were rubbing their clits together, sandwiching himself between their hot, dripping pussies. He acted nervously, unsure of himself until he heard both women moan in appreciation excitedly.
     Once again grabbing onto Julia Carpenter’s thigh and Jessica Drew’a ass to brace himself, Miles slid in between their undulating bodies. Both women groaned out loudly, startling him for a moment but not enough for him to stop. His cock slid across both women’s clits and their heated bodies shivered in pleasure. The young man had never heard of doing this in a 3-way before, despite the wide berth of porn on the internet, but here he was, easily pleasuring two women at the same time with his cock. The sounds of lust and pleasure the spider-women were crying out gave him an odd sense of pride. A job well done.
     Just like in traditional sex, Miles pulled his cock out slightly and then slid it back in, his balls slapping wetly against Julia Carpenter’s hot cunt. Not only was his cock sliding across both women’s mounds but they were rubbing against him, humping his prick as it went in and out between their bodies.
     As Miles fucked the two superheroes his eye was drawn to one side and he caught site of the four spider-girls. The nimble teenagers were in a daisy chain, each with her head between the legs of another, their bodies laid out on their sides, with their legs spread wide. His eye first landed on Gwen, who had her mask pulled up above her mouth, with her head between May's athletic thighs. May also had her mask pulled up above her mouth and had her head between Mattie's slender legs. Mattie had one leg high in the air and had her head between Anya's surprisingly thick thighs. And Anya had her head between Gwen's toned dancer's legs. They were all loudly eating each other out in a never-ending loop.
     As he watched the teenage girls fuck one another he noticed their hands sliding over their nearly naked bodies and got an idea. He turned his attention back to the two spider-women and his hand on Jessica’s thick ass. He slid the hand holding Julia’s thigh closer to the juncture where all three of their bodies met and the hand holding Jessica’s ass until his thumb was nestled between her silky smooth cheeks and over the puckered entrance to her ass.
     With all of the sweat and the women's copious amount of slick juices, Miles had no problem slipping one thumb into Madam Web's gushing pussy and the other into Spider-Woman's tight ass. The two women cried out as they came, their hot cum soaking his gloves as their bodies shook and twitched uncontrollably. And once again he felt an odd sense of pride at having gotten the two women off.
     Jessica Drew disentangled their legs and rolled off of Julia Carpenter, landing beside her. They held hands and struggled to get their breathing under control and Miles watched their tits heaving up and down. The two women kissed deeply, lovingly stroking one another’s breasts before Spider-Woman turned her attention to the young Spider-Man and held her hand out to him. He took her hand and she pulled him down to her and began kissing him deeply while Madam Web sucked on his slick cock. Then Julia Carpenter pulled him over to kiss her while Jessica Drew sucked on his throbbing shaft.
The two women took turns with his prick as they both cupped and gently massaged his boiling balls. Their other hands circled his base and jacked his cock as their heads bobbed back and forth. Their lips would meet their fists as he rocked his hips, fucking their hands as they continued to massage his balls and tug on his prick. Jessica released his prick and reached up to place her hand on his chest. Using her adhesive fingertips she pulled him down using the top half of his uniform that he hadn’t even thought about taking the time to remove. When Spider-Woman pulled him down, Julia released him as well and they all kissed one another at the same time, their tongues dancing in and out of one another’s mouths.
     When the kiss broke between the three superheroes, Madam Web and Spider-Woman stayed snuggling on the chair while Miles’ feet seemed to act on their own. His numb feet took him to the small pile of spider-girls and they all looked up at him, and his erection, excitedly. “I’ve got dibs!” Mattie cried out.
     The statuesque Spider-May quickly reached out and grabbed Miles’ sticky prick and shoved it in her mouth. She kept a grip on his base as she bobbed her head back and forth, her lips stretched around his shaft as it slid over her moist, pink tongue. Anya reached him next and she quickly took one of his heavy balls into her mouth as Anya slid to his other side and began licking his other testicle enthusiastically.
     Suddenly the girls switched so Anya had his cock in her mouth and May was licking his ball. She kept a hold of his prick for a couple of sucks before he found himself in Mattie's mouth. And then the three horny heroes switched again. The girls traded back and forth often, never letting Miles get used to any one girl, and with all three girls' heads bobbing wildly around his lower abdomen, occasionally giggling and whispering to one another, he couldn't tell which girl was doing what.
     The fact that he couldn’t see what he was feeling was driving Miles crazy. His hips would roll on their own, responding to a new sensation, and he would accidentally jab something and cause the girls to giggle again. He was pretty sure that Mattie was the one mostly using her nimble tongue and that Anya was mostly teasing his tip and that May was the closest to deep-throating him. Not being able to see what the girls were doing was a whole new sensation by itself.
     Suddenly three pairs of arms reached up and grabbed Miles by whatever they could adhere their hands, arms, shoulders, and chest to, surprising him. The mostly naked spider-girls dragged the young Spider-Man to the floor and held him there, once again with Anya on one side and Mattie on the other.
     Miles struggled against the hands sticking to him but each girl was about as strong as he was and there were three of them. Suddenly a ginger-tinged vagina filled his vision. He forced himself to look past the wet mound and up the naked, athletic body until he came to Mayday's masked face as she stood above him. He should have expected something like this was going to happen but he had been content enough to let his prick lead him and for his feet to take him wherever. It was disorienting. As if he wasn't in charge of his body now, he once again became apprehensive about everything that was happening. He had started the evening being apprehensive but all of the nudity, all of the sex, and all the women forcing themselves on him drew him out of his shell until he finally gave in and started participating willingly.
     He watched as May got down on her knees and straddled his waist. “I really think this isn’t right,” he pleaded with her, “I really think everyone is being mind controlled or something.”
     “I think I’m going to control this hard rod,” May said confidently as she gripped the base of Miles’ cock.
     The younger Spider-Man groaned in unwanted pleasure as May tugged on his prick a few times and then rubbed the sensitive head against the wet, warm entrance to her pussy. He heard Anya and Mattie cheering the taller girl on as she lowered herself down and slipped the first inch of him inside of her. He groaned out helplessly as she let gravity pull her down slowly, enveloping his dick completely. He could feel her dribbling juices slipping down his shaft to his bloated ball sack as he stared at the tight seal of May’s excited cunt around his ready cock.
     "Mayday" Parker leaned forward, placed her hands on Miles's chest, and began moving her hips, testing the way Miles' prick felt inside her. Then she lifted herself slowly and then let herself slide back down his cock, her hot, tight walls holding him like a fist. They both groaned in pleasure and the teenage superhero watched the other hero grinding herself against him, rubbing and slipping her clit around his lower abdomen.
     As the female superhero began moving herself up and down and around his cock, Miles took in her entire body as it moved. There didn’t appear to be an ounce of fat on her, her soft flesh only slightly hiding the coiled springs of her defined muscles. Her abs bunched and released as her finely toned body moved above him. He hadn’t noticed that the other spider girls had released him until he reached up to grab May’s firm tits.
     Miles' hands squeezed May's tits and he rubbed his thumbs around her hard nipples causing her to gasp out. She grabbed his wrists to hold his hands to her chest as she rode him. Anya and Mattie slid up to her, one on each side, and kissed Spider-May one after the other. Miles watched the girls kiss with great interest as their tongues slipped and slid in and out of their mouths.
     Without realizing it, Miles' hips began to move with Mayday's rhythm, rising as she slid down to get as much of himself inside of her as he could. He continued staring lustfully at her athletic body as Anya slid a hand down, over the other girl's abs to where she was connected to him. Spider-Anya began strumming May's hard little clit and causing her to gasp out in pleasure.
     Suddenly, on the opposite side from Anya, Mattie looked down at Miles with a wicked grin on her face. “Guess what I’m doing?” she asked. She then began squirming around slightly until May cried out.
     “Fuck, she’s in my ass!” Mayday cried out as her orgasm hit her. Miles changed his grip from her chest to her hips as she shook and trembled above him, her tight pussy rippling and gripping his hard pole. Her entire body shivered in pleasure as her pussy gushed over his cock and balls and Miles made sure to keep a tight hold on her so she wouldn’t fall off and hurt herself. With Mayday’s mask pulled up over her nose he could see the dopy smile on her face as she came down and relaxed after her orgasm.
     Spider-Mattie and Spider-Anya helped Spider-May off of Miles’ prick and he started to lift himself up before Anya and Mattie pushed him down to the floor again. “Uh, uh, uh…” Anya chided him while Mattie added, “We’re not done with you yet.”
     Miles was too stunned to try and resist this time which gave Mattie time to quickly mount him and start riding. The young spider girl fucked herself enthusiastically with his cock, bouncing up and down with a wide grin on her face. Her breasts were smaller than May's but moved more and were jiggling wildly as she pumped up and down. She grabbed his wrists, yanked his hands up to her chest, and forced them on her breasts.
     Anya crawled around until she was straddling Miles’ thighs and wrapped her arms around Mattie’s thrusting body. Her hands slid down the other girl’s wildly jiggling body to the wet juncture of her slender thighs. Spider-Anya used the fingers of one hand to stroke Mattie’s clit while slipping her other hand up the other girl’s naked body and underneath Miles’ hand. He let the girl take over control of Spider-Mattie’s tit and prepared to make his escape to try and investigate what was going on. And then he got distracted again.
     Miles was battling against his lower urges as he tried to once again worry about what was going on around him. He knew something had to be happening to all the women to explain their behavior but his body kept giving in to his primal needs. He planned to use his webs to pull himself out from Mattie, pull himself across the floor, and pull himself out of the picture window in the living area and call the Avengers or someone. He steeled his nerves to deny the primitive, biological impulses controlling his body and then shot twin strands of webbing to the far wall. And then Mary Jane Watson-Parker padded naked across his field of vision.
     He didn't know if Mary Jane was actually walking in slow motion or if it was just in his brain but the effect was the same. Every step she took put a little jiggle in her breasts and a wave of motion through her ass. With his webs still in his clenched fists, Miles forgot all about escaping. He just wanted a chance to see Spider-Man's stunning wife completely naked. And it was wonderful.
     The young Spider-Man barely noticed Mattie orgasming as he watched Mary Jane walk gracefully through the thrusting, fucking group of superwomen. Was she coming for him? So many other heroes had fucked him in one form or the other since they came to the apartment there wasn't any reason that Mary Jane wouldn't also. Then the amazing Spider-Man's amazing wife stopped at the listless Spider-May. He was so disappointed that he didn't even notice Anya sliding down his cock-shaft.
     Mary Jane got down on her knees next to May and Miles was sure that the stunning woman was there to make sure that the teenage girl was okay, after all, May was the other-dimensional daughter of the beautiful former model. In Spider-May's dimension, Spider-Man and Mary Jane settled down and raised their daughter who eventually decided to become a costumed superhero like her father. But then Miles' expectations exploded when Mary Jane bent down and kissed the teen girl. She kissed her kinda-daughter deeply and thoroughly, cupping her face with one hand and her shoulder with the other.
     While Anya turned herself around into a reverse cowgirl and began fucking him more, Miles watched as Mary Jane and May melded their naked bodies together and MJ laid down on the suddenly-softer-than-he-realized rug. Their hands slid across one another's bodies as they continued to kiss and slowly rolled back and forth along the rug. Ignoring Anya bobbing up and down on his prick while Mattie bent down with her ass in the air, licking Arya's hot mound and his balls, Miles continued to watch Mary Jane roll on top of May and May spread her legs before grabbing her kinda-mom's toned ass.
     Miles licked his suddenly dry lips as both Mary Jane and May slipped an arm between their writhing bodies. Due to their angle and Anya's ass partially blocking his view, he couldn't quite see what the semi-mother/daughter lovers were doing but he knew what it was in his heart of hearts. Each of the redheads was finger fucking the other one, plunging their fingers into their gushing cunts like small, far more dexterous, cocks. He tried to imagine what it looked like with May slipping her two middle fingers inside of Mary Jane, stretching her tight walls as she fucked her mom's doppelganger. And he imagined what Mary Jane was doing to the younger girl, fingering her tight hole with two fingers while sticking a third finger into the girl's tight ass. If only he could see more! And then an idea popped into the young man's mind.
     Using only his abdominal muscles, Miles lifted his torso behind Anya as she continued riding him. He reached around her and took one of her wobbling tits in hand and palmed her wet mound with the other. He pinched her hard nipple and joined Mattie's tongue stimulating the horny spider girl's clit while slamming his cock up into her body. The effect was immediate and Anya came. Loudly. She screamed so loud it hurt Mile's ears and he was sure the heroes would immediately come to her rescue but as he looked around all he saw was a loft filled with superwomen wildly fucking one another.
     He haphazardly pushed Anya off his prick as he sat up straighter. Anya and Mattie giggled while they snuggled next to Miles as he stared across the loft. Mother and daughter were continuing to finger bang one another with Mary Jane thrusting between May's legs as if the former model's finger were a cock. Suddenly the amazing Spider-May cried out in explosive bliss and Miles knew she was cumming. Mary Jane stopped in mid-thrust, her sculpted ass tightly clenched and her large breasts bulging out from her sides.
     Miles' eyes stayed locked on Mary Jane and her kinda daughter as the older woman made the younger hero cum. May's entire, fit body shook in pleasure as she wrapped her legs around her sorta mother's firm thighs and arched her back. With her enhanced strength, May arched her back in pleasure, lifting the red-haired model's body off the floor. Then he heard Mary Jane cry out as her fantastic body froze on top of the young hero while Spider-May began to come down from her orgasm. He watched helplessly. It was impossible not to look. He was frozen to the spot as a small puddle of girl-cum soaked into the rug beneath the two women. Technically they weren't really mother and daughter, not even stepmother and stepdaughter, so it shouldn't be that big of a deal but it totally was. May looked blissfully fulfilled beneath her not-mom while she lowered her back to the floor and Mary Jane looked stunning on top of her not-daughter as she relaxed into the young woman's toned body.
     Suddenly Miles was moving but not under his own power. He was one second away from joining Mary Jane and Spider-May when someone grabbed him under his arm. He wondered why his spider-sense didn’t warm him as his naked butt squeaked across the now hardwood floor. He looked back over his shoulder and found Jessica Jones, still in only her beaten black leather jacket and worn boots. Using her super strength she casually tossed him into the chair that Madam Web, Spider-Woman, and Mary Jane had used.
     Before he could protest, Jessica grabbed his cock and gave it a couple of good tugs. “I am not gonna miss out on this,” she told him as she got down on her knees in front of him. She scooted forward until her knees were against the chair and tugged on Miles’ cock again. Without even looking him in the face, Jessica bent down and took his sticky cock into her mouth. She moaned in delight around the thick meat and caressed it with her tongue before bobbing her head up and down in the young man’s lap.
     Miles wasn't sure what to do. Jessica Jones was married to Luke Cage, a very large, superhumanly strong man who could have quite a temper. Not to mention, this was the most forcefully he had been used tonight. He didn't even think She-Hulk had been this forward. Suddenly he lost his train of thought when Jessica let him out of her mouth and stood up between his knees.
     Even though he knew what was going to happen next, Miles was helpless to stop it, like a deer caught in a car’s headlights. Jessica aggressively grabbed his cock and straddled his lap. She rubbed the tip of him between her legs, teasing them both, before lowering herself down. The angry private detective slowly engulfed his cock, her tight pussy gripping his shaft as she took all of him inside of her. Her slender body undulated from her feet up, getting used to him being inside of her as she moaned at the sensation. She leaned forward and braced herself with her hands on the back of the chair, her small tits dangling in front of his face, and began to ride him.
     “Fuuuuck you feel good, Kid,” Jessica groaned at him. It was the closest she had gotten to intimacy with him. She didn’t look up from his lap for the brief time she was blowing him, she didn’t look at him when she straddled his lap and took his prick balls deep, and she didn’t look at him now. Her eyes were closed in concentration as she bounced up and down on his lap with her tits flapping in his face. It was like she had no use for him below the neck so with nothing else to do, Miles held onto Jessica’s ass while she vigorously fucked him.
     Jessica’s plain brown hair whipped around her head as she bounced up and down, partially obscuring Miles’ vision. He managed to hold a fistful of hair to the side so he could see around him at what had caught his attention. The chair, and therefore he and Jessica, was surrounded by all of the heroes, all in various stages of undress. They were intensely staring at him and Jessica, commenting to one another and pointing out areas of interest as he was fucked in the middle of the room.
     “Fuck, fuck, fuck…” Jessica began to groan. She threw her head back, her hair arching through the air, sweat flying off her mostly naked body, her hands gripping the back of the chair, and her thighs painfully squeezing Miles’ hips. He held tightly to her ass using his ability to cling to objects to keep her from bouncing off of him and out of the chair as he waited for her to peak.
     Miles didn’t have to wait long. It only took a couple of more minutes for her orgasm to hit her. “Sweet Christmas, you adorable fucking bastard!” she cried out as a tremble ran through her entire body. She shook raggedly, her muscles twitching and spasming as she thrashed around on the younger Spider-Man’s lap. Even with his super strength and ability to cling to any object, including a naked woman’s rear-end, Miles still had to struggle to hold onto the vigilant private detective as her orgasm roared through her.
     A green hand appeared on Jessica Jones’ shoulder and Miles followed it up to She-Hulk standing behind her. Then, beside She-Hulk, Captain Marvel slid into view and placed her hand on Jessica’s other shoulder as the young superhero figured out they were holding the orgasming woman down so she wouldn’t fly out of the chair. “Geez, Jones, been repressing much?” Carol said with a chuckle.
     "Probably tough getting some alone time with a toddler wandering around," She-Hulk offered and a chuckle ran through the crowd. Miles had heard of recreational sex before and was looking forward to the day it would be a regular practice for him, but such casual conversation while engaged in an orgy felt kind of surreal to him. Agreements and suggestions went through the crowd and the young hero tried to follow them but Jessica suddenly fell against him, her sweat-damp hair sticking to his face.
     “C’mon, Jessica, let’s get some fluids into you,” She-Hulk chuckled and she and Captain Marvel helped Jones to her feet.
     Miles watched as She-Hulk led Jessica Jones to the kitchen and he heard Jessica tell Shulkie, “Such a good boy.” And then Captain Marvel’s fit, naked body filled his view.
     Even compared to She-Hulk, Captain Marvel had a muscular build with broad shoulders and wide hips. Her torso was flat with her abs clearly defined as her stomach muscles moved down to her pubic mound. Her biceps and thighs were also well-muscled and her entire musculature was covered in smooth, soft skin. Miles' eyes traveled from her thick thighs up to the hot, wet juncture of her legs and then slid up to her chest. Her tits sat proud and high on her chest while obscuring the bottom half of her face from the young Spider-Man's view. He could tell however that she was smirking at him from the twinkle in her eyes.
     “Let’s change things up a bit, hmmm?” she said before turning around and straddling his thighs while Miles thought about what Captain Marvel’s words could mean. Facing away from him she reached down and gripped his hard rod before lowering herself down. His hands went up to the captain’s broad back, bracing her so she could lean back comfortably. She let out a quick gasp when she slipped his cock head inside of herself and then lowered herself another inch. She released her hold on his shaft and groaned out as she let herself slide down his prick and recline back into his hands.
     Miles was surprised by the captain's muscle control, her vagina felt like a fist trying to milk his cock. She began lifting herself and sliding back down his cock which was surprisingly vanilla compared to everything that had happened to him and he wondered why she had chosen a reverse cowgirl. He had a great view of her rock-solid ass which was a good thing but he still felt like there was another shoe about to drop somewhere.
     "Come around, girls, there's plenty to be had for everybody," he heard Carol say and then realized why she had gone for a reverse cowgirl. She was showing off. All the women in the bizarrely spacious apartment gathered around in a semicircle to watch Captain Marvel fuck him. He continued to brace her well-defined back while she lifted herself up and down his cock with her muscular thighs, her hands resting on the arms of the chair. He once again looked around at all the other naked women who had once again started chit-chatting and pointing out areas of interest. Strangely enough, he felt like a gladiator fighting in an area while the crowd cheered him on. He felt oddly more masculine somehow.
     As Captain Marvel slid down his dick, the young Spider-Man rocked his hips up to meet her, fucking her as she fucked him. He slid his hands to her wide hips to brace himself more fully so he could lift his hips more, getting his dick even deeper inside the horny superhero. She groaned out in pleasure which drew voices of approval from the women surrounding them. No one had said a single negative thing to him and they had all acted eager to get a chance with him so when the group of women began complimenting him he started to feel like the manliest man that had ever been the guest of honor at an orgy.
     As the women's voices of approval grew, so did the thrusting Miles was performing on Carol. The more he fucked into her, the louder the crowd became. Using the enhanced muscle control he had thanks to the genetically enhanced spider, the junior Spider-Man leaned up and gripped the captain's jiggling tits and slid his palms across her hard nipples. Appreciative shouts started coming out of the crowd causing Miles to smile in pride at a job well done.
     Miles didn't know who it was, but a strange hand moved one of his hands off of Captain Marvel's tit causing her to groan out in lust. He kept his hand on her side for a moment until he figured out what was going on. One of the women had brushed him off to bend down and suck on Carol's tit. From there, all of the naked superwomen began shuffling around. Suddenly Miles has hands crawling over his body, across his chest, up and down his arms, and all over his legs. It felt like the world's best massage.
     From the way Captain Marvel was groaning and moving, the young Spider-Man could tell that the women were also running their hands over her body. He could almost imagine a superhero on either side of the captain, bent down to lick and suck and nibble at her chest. And then a strange sensation against his balls caused him to shiver in sudden pleasure. It was warm and moist and slid around his testicles. Someone was licking his balls. And from the new moans she was making, Miles guessed that the woman licking his testicles was also licking around Carol's tightly stretched cunt.
     "Fuck, fuck, fuck, you little bastard," Carol shouted before throwing herself down repeatedly, nearly crushing Miles' pelvis. He was sure that the only thing saving him from a bone-crunching injury was his enhanced physiology. Despite the possibility of injury, Carol continued throwing herself down on his cock until a bright blast of light exploded from her. The way her burning pussy gripped Miles' dick, he knew that the superhero was cumming, and by the accidental discharge of her powers, she was cumming hard.
     As her orgasm started to subside, the unofficial Boss Of Space's energy discharge also began to subside. Miles blinked the after-strobe out of his eyes and looked around. Carol was completely still with his amazingly still hard prick buried inside of her while the other women were all blinking the after-effect of her light show out of their eyes the same as him. With her gamma-infused regeneration powers, She-Hulk was the first one to recover her sight and placed her hand on the spent Captain's shoulder. "Pretty nice cock in that boy, huh," she chuckled to Carol before looking down at Miles and telling him, "Good job, kid."
     Miles smiled in pride for a job well done, never feeling more like a kick-ass gladiator than right now. She-Hulk and Gwen helped Carol off of his lap, his cock slipping out of her with a lewd pop. His eyes followed the flexing asses as they walked away: Carol's rock-hard muscular ass, Gwen's tight little dancer's ass, and She-Hulk's large round ass. And then he noticed Black Widow on her hands and knees with her large tits dangling below her.
     The Widow’s glistening chin told Miles that the spy had been the one licking his balls and Captain Marvel’s dripping pussy. Her eyes twinkled with amusement and she had a sly, crooked grin as she stared at the throbbing rod between his legs. She licked Carol’s cum from her lips and wiped her chin dry before sitting up on her knees with her arms on her thighs and her arms pressing her breasts together. The look on her face told the young man she knew exactly the effect she was having on him. “Get up,” she ordered.
     The way Natasha Romanoff gave him the command made Miles think of an owner giving a dog a command but a look at the naked super spy made him eagerly obey. The Black Widow crawled to the chair and braced her arms on the cushion, with her knees on the floor, and thrust her ass back at the young superhero. She looked back at Miles from over her shoulder and gave him a hungry grin. "Fuck me," she ordered in the same tone of voice she had used to order him out of the chair. But a look at the naked super spy's sculpted ass made the teenager eagerly obey.
     "Oh geez, Miles get in there," the Brooklyn-based superhero heard Gwen cheer, "I can't wait to see this." He heard the other spider girls cheer him on and smiled wide as he placed his hands on Black Widow's hips. He wiggled his ass at the women behind him and heard the spider girls cheer him on some more before he placed the tip of his cock at the entrance to the former Avengers chairperson's dripping hole.
     As he slipped the sensitive bell head of his prick into the daring superhero's tight, wet channel, Miles wanted to slip inside of her slowly and enjoy the feel of her body wrapped around his aching shaft. The daring superhero had other ideas. Black Widow thrust her toned ass back against the teenage boy, filling herself with his rigid prick. Her athletic ass wasn't as hard as Captain Marvel or She-Hulk but she did manage to audibly knock the breath out of him with it.
     All around him, the horny naked superheroes cheered, some clapped, at Natasha fucking herself from behind with Miles' cock. He didn't really know how to feel about it. Shouldn't they be cheering him too? It made the whole act of sex with the world's hottest super spy feel kind of one-sided.
     Miles' eyes darted around the room, up towards the women's faces, looking for a slim sight of appreciation but all the superheroes had eyes only for Black Widow. And who could blame them? He turned his head back to the red-haired Avenger throwing herself back against his prick. She was stunning. The perfect mix of muscle and soft, pale, smooth flesh. He could see the backs of Natasha's tits as they wobbled in front of her and the profile of her beautiful face as she stared back at her ass thrusting up against his hips.
     Watching the Black Widow’s body fuck him, Miles decided that he was just happy to be there. He held her by her hips, trying to at least aim her onto his shaft with each stroke as she continued pumping herself back and forth. Sweat rolled down her ridiculously fit body causing her red hair to stick to her face and shoulders. She chewed the corner of her plump, lower lip as if she were deep in concentration, planning each thrust and roll of her hips. Almost like a sniper lining up her shot.
     When Natasha started to growl from deep within her chest, the younger Spider-Man realized that he had become hypnotized. Hypnotized watching the older woman’s amazing body throwing itself against him, and it wasn’t until she broke his concentration that he realized he could be doing more than just watching it, he could be using it.
     He slid his hands from Black Widow’s hips up her small waist and then under her wildly jiggling body to her chest. He quickly found her bounding breasts and took each large orb into his hands. They were far larger than his grip and he ran his fingers and palms across them, pinching her sensitive flesh and twisting her little nipples. Her pants and moans grew more frequent and louder and Miles smiled in pride as she began thrusting herself back against him harder and faster.
     Using his spider powers, Miles stuck his middle and ring fingers against one of Natasha’s hard little nipples before stretching his fingers as much as he could until his thumb adhered to her other nipple. Now holding both of her large tits in one hand, the junior superhero slipped his other hand down her body to the hot, wet juncture between her firm thighs. “Fuc-c-c-c-k-k-k-k…” he heard her stutter between clenched teeth as her body suddenly froze and tightened.
     Miles kept firm pressure against the SHIELD agent's nipples and clit as she came all over his cock. Her juices gushed out, coating her thighs and his dangling balls as she shivered in delight at the feel of the teenage boy's perpetual ridged prick. As Black Widow continued to orgasm, Miles felt someone patting him on the shoulder.
     “You rock, Miles,” Gwen told him as she patted his shoulder. “Not bad, kid,” Capt. Marvel congratulated him with a somewhat condescending pat on his head. And then he felt a soft, warm, delicate hand on his other shoulder and looked up at the third woman. “Hope you’re not done yet, Tiger, you just hit the jackpot,” Mary Jane Watson-Parker said as she smiled down at him with a self-assured look on her face and twinkling green eyes. Her naked body gleamed with sweat and he could see her excited fluids trailing down the insides of her creamy thighs.
     Miles had a true out-of-body experience. Mary Jane placed her hand on his shoulder and he slowly drifted to his feet. His eyes traveled up her nude body as he slowly made his way up until he was floating an inch above the floor. She was taller than him by more than a few inches making his eyes level with her collarbone. His shoulder was attached to the former model's soft, warm, delicate hand. There was no force or attraction, he was as a part of her as anyone's arm was attached to their body.
     The young Spider-Man’s eyes slowly drifted down MJ’s body and then back up before taking in her beautiful face. He could tell by the look in her eyes that she was being patient with him so he took advantage of it and looked down and up her body again. She smiled matronly at him before she turned around and led him to the middle of the large loft. He was still attached to her hand and floated behind her, his eyes locked on her heavenly ass.
     The sounds of webs shooting around him drew his attention for a moment. He was back on his feet while the floor around him was covered in a large mat of soft spider silk. Julia Carpenter, before she became a psychic, had been the second Spider-Woman with the ability to spin a psychic web of energy and she was doing it now. Julia laid out a large web which Gwen sprayed down with her own, physical webbing before Julia dissolved her web. The effect of their work was a soft king-sized mattress in the middle of the loft.
     Mary Jane stepped onto the large mass, balancing herself carefully while Miles continued following her firm rear-end wherever it led him. The older Spider-Man's wife turned around again and the younger Spider-Man's eyes began crawling up and down her body again. She crooked her finger under his chin and used it to lift his face until he was looking straight into her sparkling green eyes. The amazing former model then leaned forward and whispered breathlessly into his ear, "You can fuck me anywhere you want."
     Miles stopped moving completely. His eyes didn't move and he couldn't even blink. He couldn't even breathe. The entire room went dark. No walls, no floor, no webbing mattress, no furniture, and no people. He couldn't hear anything, neither any of the women nor the sounds of air being pumped out of the vents. He couldn't even feel the air move across his skin. He could feel Mary Jane's hand on his shoulder, her lips against his ear, and her large, warm breasts pressed against him. He could feel the air from her lungs slide across his neck and feel her heartbeat from inside her chest.
     The young hero suddenly felt his heartbeat in his chest, felt his chest press against the former actress, and felt his lungs fill with air. Her head moved away from him as she stood up straight and looked down at him with a warm smile. The walls started to come into focus again, along with the furniture and he could feel the webbing beneath his feet and between his toes. And then he saw the female superheroes sitting around the mattress watching him and Mary Jane.
     He was the guest of honor at the female hero's gang-bang and had gotten used to the woman watching him perform. So everyone watching him with MJ wasn't odd by itself, despite the oddness of his situation, what was odd was that all the women were sitting down comfortably in matching furniture circling the giant wad of webbing. He recognized the couch and the matching loveseat but now they were joined by a second matching couch and two matching winged back overstuffed chairs. All the women had plenty of room to sit, whether on the furniture or one another's laps, and someone had even made popcorn. The large group passed three bowls around while they discussed how well the sex was going and what they hoped to see Mary Jane do with him. "Curiouser and curiouser," Miles mumbled to himself suspiciously. And then he returned his attention to Mary Jane.
     Yes, Miles' life has gone surreal and something had to be done but right now, in front of a naked, dripping, horny Mary Jane Watson-Parker, he could be the victim of the illusion-casting villain Mystero and he wouldn't care. Mystero could have whatever bank he was robbing or whatever, Miles was getting to fuck Mary Jane in front of a crowd of women he had already serviced. He'd just have to catch Mysterio some other time. It was an odd thought and as he concentrated on his line of thinking the loft started to become hazy around the edges.
     MJ leaned down, wrapped her arms around Miles’ shoulders, and kissed him deeply, derailing his train of thought. Miles wrapped his arms around the former actress’s body and kissed her while pulling her closer to him. Her large breasts pressed snuggly above his pecks and his hard cock pressed snuggly against her lower abdomen. She pressed her hips closer to him before rolling up them against him and rubbing her stomach against his prick. He ran one hand up her graceful back to press her chest harder against him and slid his other hand down to cup her amazing ass. The ass he had masturbated to many times while she modeled sexy underwear, lingerie, bikinis, and many different styles of thongs.
     Miles gripped Mary Jane tighter as she rolled the length of her entire body against him while moaning in lust into his mouth. He slid one of his well-muscled thighs between her legs and rubbed it against her dripping-wet pussy. The ravishing redhead groaned in pleasure, never breaking the kiss as the young Spider-Man slipped his hand from Mary Jane's back to cup one of her large tits. Miles squeezed the large tit causing her to gasp and then groan as he ran his thumb against her erect nipple.
     The magnificent model ground herself against Miles’ leg until he could feel her slick juices sliding down his thigh. He bent down and sucked her pale pink nipple into his mouth and rubbed it with his tongue as Mary Jane rolled her body again. She rolled a few more times as he sucked on her tit and he could feel his cock sliding across her warm, soft skin. He was afraid that he was going to have to stop and readjust himself but suddenly his prick popped into the gap at the tops of her thighs and she quickly locked her legs together. Miles wasn’t sure what Mary Jane was doing until she rolled her hips again, thigh fucking the teenage superhero.
     “F- f- f- f- uck…” Miles stuttered around his face full of supermodel-level tit. His hips started moving on their own, fucking the older woman’s thighs and rubbing against her heated pussy. She kept angling herself down so Miles tried to do the same with her, unaware that she was trying to rub her excited clit along his erect shaft, forcing her to bend down further.
     “Hold on, just hold on a sec,” MJ told the happily humping teenager, “Just let me for a moment.” Miles quickly stood back up straighter and let Mary Jane rub herself against his cock. She wrapped one arm around his head and held it to the tit he hadn’t had in his mouth yet. He wasn’t exactly sure what the stunning beauty was doing but she seemed to be enjoying it so he happily stopped moving and started eagerly sucking on her large, firm tit.
     The junior Spider-Man moved from tit to tit across Mary Jane’s chest until both large, pale orbs were glistening with his saliva and there was a wet trail left by his tongue between them. While feasting on her tits he continued squeezing one of her perfect tits while squeezing one of her perfect ass cheeks while she continued working herself against him.
     Miles didn't exactly know what Mary Jane was doing but she seemed to enjoy it so he simply continued standing still so she could rub herself against his cock and he could play with her tits and ass. He started to become bolder as the redhead's moans and groans became louder and louder making it harder to hear the crowd around him. He took a moment to ready himself, keeping a vision of everything he was about to do. If there was one person in all the world that he wanted to impress it was Mary Jane Watson-Parker.
     As the former model continued to run herself against his dick, Miles said a small prayer that what he was about to do would work and then went for it. All at once, Miles took one hard nipple between his teeth, biting down on it gently, while he pinched her other nipple and gave it a small twist. And as his fingers and teeth worked in unison, the young superhero slid his middle finger between MJ’s firm cheeks, caressing and probing the puckered little entrance inside of her ass.
     Mary Jane cried out loudly before clenching her jaw and sucking in air between her teeth. She tightened her arms around Mile's, hugging tightly and shoving her tit further into his mouth and around his face. Her ass clenched, squeezing his finger as he slid it up and down against her puckered rosebud. Thanks to his spider-augmented muscles and tendons, Miles was easily able to move his body in what would cause anyone else to suffer in pain. His neck was bent just a little too far, his shoulders were hunched and a bit crooked, his arms were stretched more than they should have been able to reach her chest and ass, and his back was twisted just a little too much for any regular human.
     Miles felt Mary Jane’s body shudder as she came. He wrapped his arms around her as she groaned in pleasure while her heated pussy gushed against his shaft and dribbled down his balls. His vision was partially obscure by her height but what he could see over his shoulder was the naked women all murmuring to one another while watching him and nodding approvingly at him. Pride exploded in the young Spider-Man’s chest as he held the orgasming body of the older Spider-Man’s gorgeous wife in his arms.
     As Mary Jane relaxed she laid her head on Miles' shoulder and just let him hold her naked body as she recovered. He didn't want to but he had to release his hold on the former actress's tit and ass to hold her up properly and simply cradled her in his arms. He felt MJ's heartbeat through her chest and felt her breath along his neck as she recovered herself and nuzzled against him, his painfully throbbing cock still nested between her sticky thighs.
     Miles was simply amazed by his endurance. Had he been a normal teenage boy he was sure he would have cum long ago and been finished by now but luckily he had the endurance and constitution of a superhero. Mary Jane resting her head on his shoulder allowed him to see over her shoulders at the crowd surrounding them. The various women were all still watching him and his fantasy woman even though several of them had started to make-out and a couple were already having sex.
     Despite his pride in himself at having held out for as long as he had, Mary Jane whispered into his ear and caused him to nearly cum. “I want you in my mouth,” she told him and then stood up straighter. She rubbed her voluptuous body against his as she bent down and kissed him, plunging her tongue into his mouth. She then straightened back up, looked down at him in desire and lust, and told him, “I want to taste you on my tongue.”
     The teen hero nearly lost control but luckily She-Hulk hooted and shouted out, distracting him from his rising orgasm. “He’s fuckin’ delicious.” Miles turned his head to look at the jade giantess as she reclined in one of the love seats with Black Widow. Each hero was still mostly naked as Jennifer hooted again and Natasha slapped her playfully on her muscular thigh.
     “Stop it,” Natasha told her Avengers teammate in a mock condescending voice, “Let her find out for herself.”
     “Sorry. Sorry guys, I didn’t mean to interrupt, MJ. Go ahead,” She-Hulk said before looking up at you and apologizing again, “Sorry. You can get back to reading.”
(*Author's note: She-Hulk can break the 4^th wall and sees you reading this and is judging you for it.)
     Miles tried to follow Jennifer's line of sight to try and figure out who she was talking to on the ceiling before Mary Jane captured his attention again. She gave him a small peck on the corner of his mouth and then another to the tip of his nose. She gave him another quick peck on his chin and then bent her head down to another peck on his neck, just behind his jaw. Rather than leaning down further, MJ bent her knees to lower her head down to the hollow of Miles' neck where his collarbones met. Keeping her amazing chest pressed against the young hero, she gave him a peck there and continued going down on him, her large breasts sliding down his body.
     His hands fell limply to his sides as Mary Jane gave his nipples a quick kiss each and then his sternum. She continued kissing down until she reached his washboard abs and then she started using her tongue. MJ used her warm, moist tongue to trace the muscles of the Junior Spider-Man, continuing to slide her warm, soft breast against his body until she was on her knees before him. His rock-solid manhood was nestled between her large pillowy breasts and she looked up at him with pure lust in her sparkling green eyes.
     The teenage superhero watched as the older woman moved insanely slow like a movie special effect. Or maybe it was just in his head but anyway, Mary Jane opened her mouth and slid her moist, pink tongue out. Her tongue reached just under the pulsing head of his cock and a shudder went through his wiry, muscular body when she made contact. She used her tongue to lift him slightly, to hold him in place as she bent forward. Her welcoming mouth was open wide enough that he didn’t make any contact with her teeth or lips.
     Miles was amazed by MJ welcoming him into her mouth with only the tip of his cock on the tip of her tongue. She took an entire third of his cock with only her breath caressing his shaft until she stopped. Her mouth closed slowly around his length until her lips sealed around him and she caressed him with her tongue. His body shivered again as the miraculous model used only her tongue on him, holding him in place with her lips, and continuing to stare up at him.
     Slowly, Mary Jane began moving her head and straightening her neck, swallowing Miles’s thick cock. Her hands were in her lap and the teenager was amazed that the older woman was taking him inside her mouth without using her hands. More and more of his prick disappeared into his mentor’s wife’s talented mouth and when she reached the middle of his dick he gasped as she started swallowing him whole.
     “Damn, that’s some fucking talent,” a voice said from off to the side. It sounded like Jessica Jones but Miles refused to break eye contact with Mary Jane to check. The stunning redhead continued swallowing as she took more and more of him inside her mouth until her nose was in his pubic hair. “That is just amazing,” he heard from someone else. He thought it could be Gwen but he still wasn’t going to break eye contact to check.
     With her hands still in her lap, MJ sucked hard on Miles' meat while pulling her head back, hollowing her cheeks. She used her nimble tongue to press his cock up against the roof of her mouth as she continued to slowly pull back. The young superhero heard the older model take a deep breath before sucking him back into her throat and swallowing around his length. She pulled back again, took another breath, and swallowed him again, over and over, rubbing the sensitive tip of his prick against the roof of her mouth, until the young Spider-Man's toes curled inside of his boots.
     Driving the young hero crazy with desire and pleasure, Mary Jane slid her hands up Miles’ thighs until they met at his groin. She began bobbing her head back and forth more quickly as she grasped the base of his cock in one hand and his overflowing balls in the other. She jerked on his cock with her lips meeting her fist halfway as she twisted her wrist around his base while also tugging him and lovingly massaging his balls. The former fashion model used her tongue to move the sensitive tip of the teenaged young man around the inside of her mouth, along the rippled top, the insides of her cheeks, under her tongue, and the top of her clutching throat.
     Miles suddenly realized he was holding the sides of Mary Jane’s head and fucking her mouth. She braced herself against his hips as he thrust into her again and again, the tip of his cock punching the back of her mouth and his balls slapping wetly against her chin. The sight of MJ taking his prick through her wet lips was amazing and he didn’t want to look away but the loft was now filled with strange noises.
     As he continued fucking the redhead’s beautiful face, Miles risked a quick look around. All of the women were once again fucking one another, the orgy had picked right back up. The only exception now was all eyes were still on him and him fucking Mary Jane’s face. She-Hulk was fucking Black Widow, Jessica Drew was fucking Gwen, Jessica Jones was fucking Julia Carpenter and May Parker, while Captain Marvel was fucking Mattie and Anya. It occurred to Miles that Carol had a special interest in the younger girls and he wondered how young she liked her girls in her personal life.
     When Mary Jane began pushing against Miles’ hips, it took him a minute to force himself to stop. He finally got himself under control and pulled his cock out of the actress’s mouth, his prick dripping with her saliva and her chin wet and gleaming. “Is something wrong? Did I do something?” he worriedly asked the naked former model. She didn’t say a word. She never broke eye contact. Mary Jane simply sat up straighter on her knees and held her pale, voluminous breast up to him with a sexy grin and a twinkle in her eye.
     Miles’ knees nearly buckled. THE Mary Jane Watson-Parker was on her knees in front of him, offering him the greatest, world-renowned pair of tits he had ever seen for him. Just outright holding them for him to stick his dick in between them. Happily. She was happily offering him her tits to fuck. She wanted him to do it. Mary Jane Watson-Parker wanted him to fuck her tits. So why wasn't he doing it already?
     “Jesus, kid, if you’re not gonna fuck those things then I will,” Captain Marvel called out inspiring a round of laughter.
     Miles reached down and grasped Mary Jane’s magnificent mammaries and squeezed them in his hands, just enjoying the feel of them before pressing them together. MJ moaned in appreciation and he tweaked her nipples for fun, causing her to squeak in surprise. She smiled up at him, aware that he was just trying to cut the tension he was feeling. Then he slid his cock between her large, soft, warm, heavenly breasts and sighed in satisfaction and contentment. He felt like he was doing something that he was always meant to do. Every path in his life has brought him to this moment.
     The stunning redhead’s creamy tits felt both soft and firm at the same time. Soft enough to bulge between Miles’ fingers but firm enough to create friction around his cock. MJ groaned in lust as Miles, her husband’s protégé, fucked her chest, his cock rubbing against her heated flesh while he also teased her nipples. He groaned with her, in awe of the sensation as he looked down to admire the view.
     Sitting up straight on her knees, Mary Jane's back was arched, thrusting her tits into Miles' palms. Her arms dangled at her sides as she moved her chest in sync with his thrusts, knowing perfectly what to do to pleasure him. Just like with her blow-job, MJ knew how to get the most out of her body and Miles enjoyed every second of it. It was obvious to him that Mary Jane's greatest talent was sex. Talking with her husband, Miles knew that MJ had fluttered from one vocation to the other, never really satisfied with any of them, and now he knew why. Mary Jane was a natural-born sex worker.
     As he fucked her tits, fantasies about what kind of sex work MJ could do danced through Miles' brain. Mary Jane as a nude model, Mary Jane with an OnlyFans, Mary Jane as a porn star, Mary Jane as a prostitute, Mary Jane as a dominatrix, Mary Jane in a brothel, and Mary Jane as a common hooker working a street corner. Soooo many fantasies that he wanted to write them down so he didn’t forget a single one.
     Miles grunted with each thrust into MJ’s warm cleavage and she moaned with him. The harder he thrust, the louder they both got until he couldn’t hear the orgy happening all around them. He nearly shouted when Mary Jane lowered her head and began licking his tip every time it popped up from between her breasts so he thrust harder, pushing his prick in deeper until it reached completely in her mouth. Now the younger Spider-Man was fucking her tits and her mouth. The teenage hero could feel his balls bubbling and knew he was about to explode.
     Mary Jane whimpered when Miles quickly stepped back, pulling his dick out from her firm breasts and her warm mouth. He looked down at her and saw the disappointment in her eyes and the spit on her chin and nearly came so he ripped his eyes away from her on her knees, horny for his cock. Unfortunately, everywhere he looked was sex. Mayday was fucking Julia and Mattie, Captain Marvel was in a 69 with Gwen, Jessica Drew was fucking Natasha, and She-Hulk was fucking Anya.
     The young superhero groaned in frustration as he looked for anything not sexually exciting but all he saw was piles of sweaty, thrusting, writhing women. The loft grew hazy again as if a mist was covering everything and growing thicker, obscuring his vision. Even the furniture was becoming less substantial. Except for the women. everything was losing definition except for the women. It was a curious phenomenon and succeeded in distracting him from his well-earned orgasm.
     The room and furniture suddenly solidified when Miles felt a hand on his hip. He looked down at the hand and followed it up the arm to Mary Jane’s beautiful face. Her hand slowly slid off of him as she reclined gracefully on her back and spread her long, firm legs. She reached out with her hand and told the young man, “I want you inside of me, Miles.” Her use of his given name made what they were doing even more intimate to him somehow. He grasped her hand and let the sexy ginger woman pull him to the floor.
     “Break her off a piece, fuck-boi,” he heard Jessica Jones cheer. “Fuck my mom good, Miles,” he heard May Parker add. “Fuck her good,” Carol agreed. All the women were encouraging him as he got on his knees between Mary Jane’s spread legs and lay down between her sticky thighs. He placed the tip of his cock at the entrance to her dribbling vagina and then laid down over her so close he could feel her nipples scrape against his chest.
     A normal human wouldn't have been able to hold the pose that Miles had put himself in. For a non-enhanced person, his hands were spread too far apart, his shoulders were too low, his hips had settled even lower, and his muscular legs were rotated with his knees pointing out between the former model's obscenely spread thighs. He slipped his sensitive mushroom-shaped head into Mary Jane's boiling pussy before sliding deep inside of her with one, slow push.
     Miles didn't enter Mary Jane by just moving his hips, his entire body moved up with his hard cock catching the older woman's tight cunt like a hook. His lowered hips slid his prick down and up into MJ's excited pussy and slid his groin against her insistent little clit. His lowered chest slid up her chest, rubbing him against her large breasts as he came face to face with the amateur actor. All the lesbian sex had relaxed Mary Jane's vaginal muscles allowing him to fill her up in one go but she was still capable of gripping him tightly.  It was an odd sensation of both soft and tight enveloping his prick.
     The neo-heroine felt like heaven gripping Miles' cock. He could feel himself throbbing inside of Mary Jane and could feel her lower muscles wrapped tightly around his shaft. He didn't move. Couldn't move. He had his dick buried inside a childhood fantasy and wanted to spend the rest of his life planted inside of the former model's amazing body. He wanted to stay with her legs wrapped around his thighs and her arms around his shoulders. He wanted to spend the rest of his life with his dick in her pussy and her tits pressed against him. But Mary Jane Watson-Parker didn’t want to wait.
     Mary Jane groaned as she rolled her hips up, pulling another inch of Miles' prick inside of her, and then rolled back. He still didn't move but he moaned in pleasure as she started to fuck him. His body then started to move on its own, pushing into her as she rolled her hips and then pulling back out and repeating himself. Their bodies synced almost immediately, both of them fucking the other one in unison rather than taking turns pleasuring one another.
     Laying as low as he was, it was easy for Miles to reach up his neck and kiss Mary Jane deeply, their tongues sliding into one another's mouths as their bodies moved together. Needing more breath than what he was getting, the dark-skinned Spider-Man broke the kiss and raised his shoulders. Around him, he could hear the other women cheering him and MJ on as they continued moving against one another on the webbed mattress.
     The young hero looked down at his fantasy as he continued fucking into her. Her beautiful face was contorted in pleasure with her fire-red hair splayed around her like a halo. Miles' eyes continued down to her amazing chest to watch her large breasts sway up and down with every thrust. The harder he thrust the more they jiggled and he wanted to see how much he could get them to move.
     Miles began thrusting into Mary Jane harder and she met him stroke for stroke, moaning in pleasure with every shove and push of his cock. Her tits moved wildly as the horny couple moved their bodies together harder and harder, both of them groaning in pleasure. All around him and MJ, the other heroes whooped and cheered them on as the couple continued to move faster and faster, the wet slaps of their bodies almost drowning out the room full of cheering women.
     “Oh fuck, Miles!” Mary Jane cried before wrapping her surprisingly strong arms around his shoulders, holding his thrusting body to her. He could feel her ginger-tinged cunt clamping down on him, holding his prick as tightly as the former model was holding him. He held himself still while she wrapped her long legs around his thighs and rode out her orgasm.
     She was cumming. Spider-Man's wife was cumming. Mary Jane Watson-Parker was cumming. Former model and object of desire throughout his adolescence was cumming and he was the one to get her off. Him. Miles Morales, Spider-Man of Brooklyn had gotten her off. At that moment, Miles felt like a man among men, and his chest filled with pride.
     MJ shoved her tongue into Miles’ mouth and broke his train of self-congratulating thought. She rubbed her body against him like an affectionate cat as she came, groaning into the teenager’s mouth. Miles kept himself still to simply enjoy the feel of her writhing body pressed tightly against his own, his cock pulsing as her muscles twitched and shook. Suddenly, without any warning from his spider-sense, MJ gripped him even tighter and flipped him on his back.
     With her hands braced on Miles’ chest, Mary Jane rolled her hips causing him to gasp out in sudden pleasure. She started riding the younger Spider-Man slowly, her entire body rolling from her shoulders to her hips as he raised his hands to grip her sculpted ass. She moaned in pleasure and Miles joined her, raising his hips to bury his cock even deeper into the amateur superhero as she moved. He looked around the room and saw that all the women were staring lustfully at MJ’s gleaming, rolling body on full display in the middle of the loft.
     Miles' eyes quickly returned to the stunning Mary Jane and watched her work her horny body around his dick. She was amazing with the looks of an angel that fucked like a porn star. He stared lustfully at her swaying tits, burning the image into his brain before sliding his hands over her rolling body to reach her million-dollar chest. He caressed the large mammaries lightly, reverently, his fingers crawling over her sensitive flesh while his palms slid across her erect nipples.
     Miles refused to look away from the former actress’s body but he could feel everyone’s lustful eyes watching him and MJ. Probably more MJ than him but he was helpless to look away from her too so who was he to complain? Everyone was staring at MJ but he was the one fucking her. Granted, he was the last one in the loft to fuck her but still, he was fucking her.
     As the former actress began to ride him faster, the younger superhero slid his hands from her large, jiggling tits to her skinny waist. Bracing her hands on his chest squeezed her breasts together, making a large, deep valley of wobbling cleavage and Miles groaned in lust at the sight. The junior Spider-Man groaned out again and could feel his balls churning, ready to explode and pump his thick, well-earned load deep inside of the thrusting supermodel.
     “We’re not quite done with you yet, stud,” She-Hulk said into Miles’ ear, startling him. He cried out in surprise, involuntarily bucking his hips and thrusting deeper into Mary Jane, causing her to cry out in surprise and pleasure. Miles’ cried out again as She-Hulk suddenly gripped the base of his cock tightly, squeezing him and trapping his blood in his prick and his cum in his balls. And then Mayday Parker popped up behind MJ startling both him and the former model.
     "Hey, Mom, can I give you a hand?" May asked with a wicked grin as she reached around her other-dimensional mother. The young Spider-Girl squeezed one of MJ's large tits while she also pinched one of the amateur actress's nipples and her other hand slid between MJ's legs. And while Miles watched all of the action, Jen kept her gamma-powered grip on the base of his cock to keep him from cumming.
     “Mayday” Parker wasted no time. As soon as her hands and fingers were in place the athletic superhero went to work. She pulled and twisted Mary Jane’s hard nipple, pulling it out far enough to distort the shape of the firm tit, while strumming this dimension’s Mary Jane’s clit. The effect was immediate and he could feel his boyhood fantasy cumming around his pulsating prick again.
     As the object of many of Miles' masturbatory fantasies began to relax, May lowered her forward until she was lying flat on the younger hero's chest. He could feel her heart thundering through their chests and her large tits pressed against his skin. It was nearly enough to make him cum but She-Hulk kept her death grip on the base of his dick.
     And if the feel of Mary Jane’s glistening tits against his chest wasn’t enough to make him cum, the feel of her being slid off his cock would have done the trick. Trapped in Jennifer’s fist, Miles watched May pull the sometimes superhero off of him and lay her down, letting her kinda mother rest while the younger superhero got control of himself.
     She-Hulk looked down at Miles’ dick in her hand and then at him. “You okay, kid, we don’t want to waste any?” she asked him.
     Miles nodded his head at the jade giantess and she slowly released her hold on him and then walked back to the group of naked superwomen. "Hey, wattah you mean by, 'waste'?" he asked and then saw the answer. Still wearing only her motorcycle boots and leather jacket, Jessica Jones led a chained Black Cat into the living area of the loft. The chain was wrapped loosely around the burglar's neck and the private detective used the length as a leash.
     Jessica handed the chain to Jennifer, the strongest hero there, and then walked back to the group. As She-Hulk, there was no way Black Cat could overpower the green lawyer to escape. And by the way she hissed at the female lawyer, she knew it. Miles looked around the room, more confused than he had been.
     When Miles realized that there was a chance for him to fuck Mary Jane, he shoved his confusion to the side so he could concentrate one hundred percent on his dream come true. But this development had him wondering again what was going on. They were in a loft, there was nothing but empty space so where had they been keeping Black Cat? The police had taken Black Cat away so why was she here and who brought her? He had kept an eye on all of the naked, horny, fucking superheroes and none of them had left to go get her and bring her here so how did she get here now? Why was she here? He looked around again into the crowd and found no help there, all the women were too busy staring hungrily at Black Cat. A few of them were even licking their lips.
     Miles was the only hero there still wearing the majority of his costume and suddenly felt awkward, sure that he looked ridiculous with Black Cat still wearing her costume despite all the nudity around them. His eyes were locked on the world’s greatest cat burglar and he didn’t notice Gwen until she had a hold of his cum-wet prick.
     “Let’s get you comfortable,” she told him with a friendly smile before kissing him deeply. She led him by his dick to one of the overstuffed chairs and steered him into it, giving him a couple of friendly tugs before releasing him. He watched her tight, dancer's ass walk away from him until his view was blocked by She-Hulk.
     Jennifer jiggled the Black Cat's chain and then gave it a playful tug, pulling the thief off balance for a moment and causing her to glare up at the jade giantess. "Someone wanna give me a hand here?" the gamma-powered hero asked and immediately every hero with web shooters eagerly volunteered.
     The small group all dumped an entire cartridge of webbing each on the chain, fastening them to one of the feet of the chair. "As someone who has been web up before, I can tell you that Cat can eventually cut through those," Mary Jane added, still catching her breath as she reclined on the sofa, still gloriously naked.
     “I got that covered,” Madam Web reassured everyone as she took a step forward. The second Spider-Woman had her own type of webbing, psychic webbing that she spun with her mind. Purple-ish/pink-ish energy wrapped around the chain, the foot of the chair, and the physical webbing from the other various heroes.
     Black Cat hissed again at Julia as She-Hulk released her hold on the chain and addressed the room. "By order of the city and state of New York, the perpetrator Felicia Hardy, also known as the Black Cat, has been found guilty of various state and federal laws. By order of the court, Felicia Hardy will be charged with a hundred million hours of community service in whatever way the community finds appropriate,” Jennifer Walters said in the most authoritative voice she could muster. Black Cat rolled her eyes at the edict.
     Without missing a beat, Julia Carpenter spoke a single word. “Strip.”
     The crowd erupted in cheers and catcalls as Black Cat rolled her eyes and Miles stared at Julia. Felicia looked at the horny teenage superhero and then back to Madam Web. “You can’t be serious,” the thief practically growled.
     "By the power vested in me by the city and state of New York you are hereby ordered to strip and give the kid a lap dance," Jennifer said in her authoritative lawyer voice.
     Spider-May held up her phone and retro disco dance music flooded the loft. Black Cat glared around the room and hissed, "You've got to be kidding me." She looked around the room again and stopped at She-Hulk when the muscular, naked lawyer flexed a bicep at her. "Whatever," she muttered as Miles continued staring blankly at the bizarre scene.
     Black Cat quickly found the beat and began to sway her hips and shoulders in opposite directions. Miles had never heard of whatever law She-Hulk was using but he really couldn't complain, no matter how confused he was. The world's greatest burglar raised her arms, pulling her breasts up higher on her chest, as her hips and shoulders moved in rhythm to the other-dimensional music. Even completely covered from neck to toe, it was easy to see how the Black Cat was one of the greatest athletes in the world.
     Felicia’s costume was so tight that it looked more like oil covering her naked, muscular body rather than any kind of fabric. The youngest Spider-Man could easily make out each set of muscles as they moved beneath the tightly stretched material of her outfit. Outside of She-Hulk, the thief was easily the most muscular person in the loft and Miles had to admit she was probably in better shape than him. And her suit only showed off her physicality far more than not.
     The light in the apartment seemed to slide off of Felicia’s outfit as she moved to the music, swaying, rolling, undulating, and writhing in the middle of the crowd. As the light moved it highlighted her body from her toned legs, muscular thighs, flat abdomen, and her firm tits. She showcased a great deal of cleavage and Miles could see her breasts rolling like waves as she moved and danced in front of him.
     Miles’ eyes couldn’t take in the super thief’s entire body all at once, they slid across it like the light reflecting off the material until he noticed he had somehow missed something. The Black Cat had unzipped her costume down to well below her navel, only a few scant inches above her groin. She leaned forward and dangled her pale cleavage in front of him and shook her shoulders, jiggling her tits on either side of his head. He reached up to grab them and she quickly slapped his hands away.
     “No touching the dancers,” she warned him and gave him another slap. Miles heard a chuckle from around the room but the other women’s voices were suddenly muffled by Felicia wrapping her arms around his head and yanking him into her cleavage. She rubbed her firm breasts up and down the sides of his head and he struggled not to try and grab them again. He did however, without even realizing it, stuck his tongue out and licked her salty cleavage.
     Cat sat up quickly and Miles was sure she was going to scratch his eyes out but instead, she blew a lock of her white hair out of her eyes and unceremoniously pulled the top of her costume down. She left her white, fur-trimmed gloves on as she slipped the arms over them. It was perhaps the most unsexy reveal of breasts that Miles could think of. Legally, she may have to give him a lap dance but no one had said anything about how good of a lap dance she had to perform.
     With her top wrapped around her waist, the thief wrapped her arms around the young hero's head and yanked him into her chest. Once again he stuck his tongue out without thinking about it and licked her cleavage while fighting off the urge to use his hands on her. Straddling him, Black Cat sat down on the young Spider-Man's lap, trapping his hard cock against his stomach and her lower abdomen.
     Miles gasped out and his hands trembled as he fought against grabbing hold of the thief's fit body. She had begun to roll her hips, sliding her groin along the length of his trapped shaft. Even with his ears between Felicia's firm breasts, he could hear the circle of women giggling as he struggled to contain himself.
     The renowned criminal stopped her gyrations, sat up straighter, and looked back over her shoulder. Miles followed her line of sight and saw Mary Jane standing in front of the couch with her hips cocked and her arms crossed under her full, rounded breasts. “I can hear you back there laughing, MJ Watson-Parker,” she scoffed.
     Mary Jane cocked her eyebrows at her and her husband’s girlfriend. “Don’t do the crime if you can’t do the time, Felicia,” she said in mock indignation.
     Felicia huffed and went back to grinding her groin against the younger Spider-Man’s cock and once again Miles struggled to control himself. She snapped her head back, wrapped her arms around Miles’ head, and once again yanked him against her breasts. “It was only supposed to be a small job,” she grumbled, “It just got out of hand a little.” Then she yanked Miles away from her chest and glared down at him. “And mostly that’s your fault for calling in every spider-adjacent do-gooder.”
     “Don’t blame the kid, Cat. This is all on you,” MJ chided her. “Now, you know what I want and then I’ll ask Jennifer to commute your sentience,” she added.
     With a sigh of resignation, Felicia redoubled her efforts on Miles and grumbled, “Yeah, yeah.” She used her grip on Miles’ head to turn it to one of her tits, sliding her nipple across his lips. “I suppose you can go ahead and touch me to your heart’s content, kid,” she told the unbelievably horny teenage superhero.
     In an instant, Miles’ hands were on Black Cat’s tightly wrapped ass and her tit in his mouth. As she slowly rode up and down on his shaft, the young hero could feel the juncture of her muscular thighs growing warmer as she started to groan, turning herself on. His hands slid around the slick material of her suit and up her silky smooth flesh and was once again in awe of her muscular body. Her muscles were rock hard but her skin was soft and pliant.
     His hands made their way to her chest where Miles could feel her tight pecs beneath her firm breasts. It was an odd sensation like foam rubber on top of wood. He released her tit and circled her nipples with his thumbs before sucking the other tit into his mouth. The teenage Spider-Man teased and pinched her ripe nipples while his other hand trailed down her back, his fingers tracing the different sets of muscles on the way down.
     If it wasn't for the fact that her costume was pulled down around her waist, Miles doubted he could have fit his hand down the back. It was just so tight. But by stretching the loose material he was able to slip his hand inside and cup her rock-hard ass. He gasped when she suddenly pulled his mouth away from her breast and then silenced him with a kiss. As her tongue slid between his lips, his finger slipped between her ass cheeks.
     It was her turn to gasp when he probed the puckered entrance to her ass with his finger, teasing the daring thief. She pulled her head back in mock disbelief and gave him a playful slap across his face. “Why, I never…” she gasped.
     “I have and I know for a fact that you have, Felicia Hardy,” Mary Jane called out and caused the group of women to laugh.
     Black Cat smiled wantonly down at the younger Spider and then stood up. She started rocking her body to the beats still coming out of May’s phone, swinging her hips until she was facing away from the teen superhero. She began sashaying her ass back and forth while peeling the rest of her uniform down her tight, perfectly toned legs. Felicia bent at the waist, giving Miles a perfect view of her little rosebud of an ass and her pink, moist pussy.
     She, of course, left her white-furred boots on when she suddenly stood up, threw her hands in the air, and presented her naked body to the crowd. A cheer ran through the circle of women that resonated through Miles' ears as he stared at the Black Cat's perfectly sculpted ass. The naked jewel thief began swaying her naked ass again while the stunned superhero licked his lips unconsciously and stared wide-eyed at it. Felicia's body swayed like a snake as she took a step toward the younger Spider-Man, barely close enough for him to touch.
     Miles reached up to grab Black Cat by the hips when the whole crowd of women cried out in unison, “No touching the dancers.” He immediately let his arms back down in embarrassment as the naked anti-hero took another step back toward him. He stared at her hypnotic ass as her body continued to undulate from side to side and then dropped down suddenly. The white-haired burglar rose slowly, pushing her ass back until Miles opened his legs for her. Then, with a sudden flourish, Black Cat spun around and faced him.
     The Spider-Man of Brooklyn barely had a chance to see anything before she covered herself. One arm was stretched across her chest, pressing the two orbs together, and making the firm flesh bulge over the top. And there was one tiny bit of her nipple poking above the bend of her elbow. Her other hand was between her legs, covering her pussy and Miles was pretty sure he could see wisps of white pubic hair escaping from the side of her hand and between her fingers. The younger Spider-Man's face fell in disappointment as the older Black Cat chuckled at him while she continued swaying her body from side to side.
     Even covered, Felicia's muscular body was eye-catching. It only took a few moments for Miles' eyes to start appreciating it rather than being disappointed. His eyes crawled over her chest to her abs, lower abdomen, and the start of her pubic mound. He had no doubt that Black Cat was teasing him but he really didn’t mind and she must have realized it too because that was when she spun back around.
     The part-time hero/part-time villain bent her knees and grabbed Miles' knees, using them to brace herself so he would be able to see a peek of her labia and her little rosebud. She bent even lower, pushing her ass back farther and pressing her tight ass against his throbbing cock. She slid her ass up and down his length and rocked her hips side to side, moving Miles' prick like a joystick. He looked around the room at all the heroes cheering him on, amazed at what his life had become.
     Suddenly, without warning and far faster than most people could move, Black Cat spun around in the young Spider-Man's lap, startling him despite his spider-sense. As she turned she pressed her naked body against Miles so he could feel everything but see nothing. He shot twin lines of webbing to the floor so he could grip them instead of reaching for Felicia. Her cunt was wet and hot as she ground it against his prick and he could feel her nipples scraping against his chest as she rubbed herself against him.
     As Black Cat continued dry-humping him (he couldn’t really say “dry-humping” since he could feel her wetness sliding down his balls while she slid against him), Miles realized that the noise in the room had changed. All of the women were still watching him but now their hands and lips were sliding across one another, everyone having decided to return to the orgy as they watched. The young superhero's hands caressed the older woman's warm, smooth, rock-hard ass as his eyes slid across the room taking it all in.
     Mary Jane had the red-haired spider people with her on the couch: Black Widow, Madam Web, and May Parker, Captain Marvel had the rest of the spider girls off in a corner with her, with She-Hulk and Jessica Jones locked in a 69. Then, without warning, Mary Jane lifted her head up from her pile of fingers and said, "That's enough teasing, Felicia," and She-Hulk groaned out, "The state concurs." Suddenly Miles cried out in shock as Black Cat slipped his cock into her wet, tight cunt. "Bet your spider sense didn't warn you about that," she laughed as she slowly started fucking the young hero.
     As soon as Felicia arched her back and moaned in pleasure from his hard prick stretching her slick walls, Miles’ mouth attacked her tits like a dog at a bone. He hungrily licked, nibbled, and sucked on every bit of flesh he could get, groaning loudly and sucking wetly. Wet slurps joined the various noises filling the lift as everyone enjoyed everyone else. Not a single inch of flesh or a single wet hole in the apartment was left unexplored by the group as the sexually desperate Spider-Man’s finger traveled across Black Cat’s wildly fucking body.
     Felicia's white hair continuously got sucked into Miles' mouth as her exquisite body thrashed around on his cock. His groans of pleasure were nearly as loud as her moans of lust while he thrust hard up into her. He strained to control his super strength to keep himself from hurting the horny woman but even then he could hear their seat cracking and groaning with every shove upwards. From the corner of his eye, he could see the other women turning their attention back to him as Black Cat's cries of pleasure became louder and louder.
     “Oh God, oh God, oh God, you interfering little shit, I’m going to cum!!!!” the captured (sometimes) criminal screamed out. So not only was she the loudest fuck here, Miles was now sure she was still mad at him for leading the charge to capture her. Cat’s tight cunt gripped the young hero’s iron-hard cock as her body thrashed and her muscles spasmed uncontrollably while she rode out her orgasm on his lap. He squeezed her muscular ass in one hand and gripped one of her tits in his other while she held herself up by gripping the back of his head in one hand and pinched one of her ripe nipples between the fingers of her other hand.
     Miles' eyes stayed on Felicia's body as she came, ignoring the naked, horny women around him, and even ignoring his own need to release. Her muscles twitched with her back bowed, her head thrown back, her chest outthrust, and her ass as unmovable as stone. And as Black Cat' slowly started to relax, the youngest Spider-Man got ready to finally cum, to release inside of her, to fill her with his thick, hot load. And then Jessica Drew suddenly pulled the blissful thief off of his lap while She-Hulk once again gripped his cock to keep him from cumming.
     “Oh, come on!” Miles cried out in frustration, “Really? This isn’t fair.”
     "Sorry, kid, but the redhead is in charge," She-Hulk smirked as she used her free hand to point over her shoulder behind her.
     Miles looked over the top of Jen's head and saw Mary Jane helping Black Cat keep her balance as they stood in the middle of the web-bed.
     "Gwen, we're going to need a pillow over here, sweetie," MJ said as she and Felicia got down on their knees. Miles watched the other-dimensional Spider-Woman knit a pillow between her hands and then toss it to the other two women, while an odd thought occurred to him. Wasn't webbing supposed to be more sticky?  The ravishing redhead caught the pillow and sat it down beside her and Black Cat while the superhero of Brooklyn wondered what the former model had planned. He strained his ears and could just barely hear MJ whisper into Felicia's ear, "You know what I want to see."
     Black Cat gave the other woman a sloppy grin as she nodded and then leaned in for a kiss. MJ leaned into the kiss as well and the two women pressed themselves chest to chest, their breasts bulging out from their sides. The former model's larger, softer tits seemed to envelop the kinda-villain's breasts as they ran their hands up and down each other's backs and asses. Miles was so entranced he barely noticed She-Hulk's move until his cock was in the giantess’s mouth.
     As he and all the women watched the beautiful Mary Jane Watson-Parker and sexy Felicia Hardy finger-bang one another, there was a parade around Miles’ dick. Jennifer sucked his prick for a while before Jessica Jones took over and then Jessica Drew. Black Widow took her turn before turning him over to Julia Carpenter and then the group all started on him again. But not the whole group. Miles looked across the room and saw Carol Danvers and the spider girls in a pile of flesh on the sofa, perfectly content fucking one another.
     When Miles looked back at the webbed bed he saw what was perhaps the most tender and intimate sex to happen all night. The neo-hero Jackpot was on her back with the veteran (and possibly or not former) villain Black Cat on top of her. Both women had a hand between their gently rocking bodies, softly and lovingly moaning and groaning to one another while Jessica Jones released him from her mouth again and then sat down on his lap in a reverse cowgirl.
     Felicia and Mary Jane slowly rolled back and forth on the webbing, sometimes giggling, sometimes moaning, and sometimes whispering to each other’s ear while the rest of the room watched and Jessica Jones threw herself back in Miles’ cock making the seat they were using groan and creak louder and louder. Suddenly, red hair blocked the young hero’s view as Julia leaned down in front of him and Jones. “I just bought this living room set,” she told them before pulling the horny detective off of the junior superhero’s lap, “So no breaking it.”
     “But I want to watch,” Jessica Jones said in mock anger.
     Jennifer, ever the lawyer, stepped between the two women, looked down at Jones, and pointed at Miles' throbbing dick. "Look at that cock. That is the cock of a man about to explode one way or another. He doesn't need any more stimulation," she told the private detective.
     “It’s called ‘Delayed Gratification’,” Julia added while Jessica rolled her eyes at the reprimand.
     Miles’ and the three women arguing about his aching prick, and his lack of orgasm, had everyone’s attention drawn back to the two women fucking in the middle of the room. “Miles, honey, you want to come over here now?” MJ asked through the den of noise.
     She-Hulk looked down at Miles and jerked her thumb over at MJ and Felicia. “Go ahead, kid. I won’t let the mean, mean lady hurt you,” she said with a smirk.
     "I'll show you 'mean'," Jessica Jones muttered under her breath as Miles walked past the naked superheroes. Black Cat and the new Jackpot were still in the middle of the impromptu mattress with Felicia on her stomach and MJ kneeling beside her. The web pillow was under the thief's hips, raising her ass higher, while Jackpot was flush with sweat and post-orgasmic bliss.
     Mary Jane smiled up at the teenage hero and then down at Felicia. "Go ahead and say it," she ordered, "I want to hear you say it."
     “The court concurs,” She-Hulk added, “Say ‘it’ whatever ‘it’ is.”
     Cat looked over her shoulder at Miles as MJ ran her hands over the other woman’s ass. “Fuck me. Fuck my ass, Spider-Man,” the thief said as the red-haired neo-hero spread her cheeks apart.
     "Madre de Dios," Miles gasped as he stared at Black Cat's athletic ass. Her plump lips and little asshole were both dripping wet and ready for his cock, no doubt thanks to Mrs. Watson. He didn't exactly kneel behind the wanton woman, rather his knees buckled and he wondered what sweet Heaven his cock had fallen into.
     There was no real thought involved with what Miles was doing, his body simply acted. Felicia moved her knees closer together to raise her ass higher so Miles could straddle her legs as he moved up behind her. Mary Jane released one of the other woman's taunt cheeks to grab the base of his ramrod, steel-hard cock to aim him. He gripped the white-haired woman's hips as the red-haired woman held him straight and sure so he could pop the soft, sensitive tip of his dick inside of her ass. The ring of muscle around her small hole gripped him tight and he moved forward slowly, letting the sometimes-thief's wrinkled rise bud part around him.
     The ginger superhero began jerking his shaft into Felicia’s ass as the considerate young man let the horny white-haired woman become used to the intrusion. Mary Jane's hand at the base of his spine told Miles to start moving forward and to fill Felicia's sculpted rear-end with his dick. The former model moved behind the young hero and he could feel her wet, heated pussy against his ass and her large, warm tits against his back. A sudden fear of pegging filled him until MJ released her hold of him and grabbed onto Black Cat's hips.
     The neophyte Jackpot began bumping against the neophyte Spider-Man’s ass to encourage him to move his cock forward. As the former model pushed against Miles, she pulled Felicia back towards him causing her white-haired lover to hiss like a cat in pleasure. With small, gentle shoves, Mary Jane moved the young man’s cock deeper and deeper inside of the sorta thief’s ass until he was balls deep inside of her and writhing in pleasure.
     The young man was confused. Here he was, sandwiched between two beautiful women, and had somehow become just an intermediary for them. But as the gorgeous Mary Jane ground herself against him and the sexy Felicia Hardy squirmed on his prick, Miles Morales quickly decided he didn’t care. MJ began pulling Cat back and forth on his cock and Miles relaxed and just enjoyed himself.
     As Mary Jane used Miles' dick to fuck Felicia's ass, the sometimes thief began to hiss louder and louder like a cat in heat. And as the new hero pushed Miles' faster and harder he began to groan louder and louder as well. And as the red-haired woman humped herself against Miles' ass she moaned more and more into his ear. And as the three of them fucked in the middle of the mattress in the middle of the room in the middle of the circle of naked heroes, the young superhero's balls began churning out of control. There was no way anyone, even She-Hulk, could stop what was about to happen.
     Miles didn't know how she knew what he was feeling but suddenly Mary Jane released her hold on Black Cat before scurrying to the thief's side. She yanked Cat away, pushed her onto her back, and quickly joined her on the web mattress. She kissed her sable-haired lover deeply while grabbing her roughly between her sculpted thighs an instant before Miles cried out in repressed lust. He fisted his cock for a moment before erupting, raining his thick seed down on the two women to the cheers of the entire loft. The moment the younger Spider-Man's hot cum splashed against her gleaming skin, Felicia came again as she and Mary Jane were painted white.
     “Are you fucking kidding me, Beck!” Black Cat growled as she waved smoke away from her eyes.
     Quentin Beck, the criminal illusionist called Mysterio, stood surrounded by naked superheroes, waving his arms like a musical conductor. “What did you expect, Cat, you only gave me ten minutes to prepare,” he said defensively with a touch of anger.
     "I thought you were a professional," Felicia said with a sneer as she stood, completely clothed, and directed her henchmen and Hammerhead in loading her ill-gotten gains into their getaway vehicle.
     "I am a professional. Perhaps the greatest showman in the world. But, again, you only gave me ten minutes to prepare," Mysterio replied angrily, "Ten minutes to dose an entire group of Capes, and, unfortunately, sex is the easiest illusion to place in someone's head. Everyone knows that."
     “I only found out about the attack ten minutes before it happened so you're lucky to have gotten that much warning.”
     Beneath his glass helmet, Beck mumbled angrily to himself as he sprayed more hypnotic gas from beneath his cape and released more hypnotic laser light from his gloves. "How much longer do you need them distracted? Not to hurry the great master thief but we're neck deep in spider senses, psychics, healing factors, and just general paranoia mixed with bad attitudes here. You hired me to provide a distraction for your escape and I'm providing a distraction for your escape. Also, I'm almost out of hypnotic smoke."
     Black Cat watched Hammerhead load the last crate and then turned back to Mysterio. “We're golden, Pony Boy, let's go,” she told him.
     “The Outsiders. 1983,” Beck replied as he dumped the last of gas and unleashed one last laser blast. If there was one thing that could distract the master illusionist from his problems it was dated movie references. All around him, naked female superheroes were all taking advantage of one another along with the sole male superhero. There was no telling how long the illusion would last after he left but he should get away clean and then get back to his current lair, he had about an hour of footage to edit thanks to the camera in his helmet. Not only did crime pay, it usually tipped in fringe benefits.

The End.
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Spider-Man: Miles Meets The Spider-babes.