Everything Spider-Man, AKA Peter Parker, couldn't exactly recall the exact events that led to him riding on the back of a winged horse. It was all just happening so fast and the spider that bit him didn't give him an eidetic memory as an additional power. All he could recall was that one minute he, along with the gauntlet of infinity stones in his possession, was being overwhelmed by a cascade of Thanos's monster, and the next he was riding on the back of a winged horse. There may have been an assist from Captain America, now wielding Thor's hammer, and Pepper Potts but thanks to the unrelenting battle he was in, those recollections were spotty at best.
One thing was absolutely certain to the Queen's High Schooler, and that was the fact that he was fucking terrified. Sure, he had seen a lot of scary shit in his relatively short time as Spider-Man but being the main focus of an entire alien's armies attack as they tried to steal the infinity gauntlet off him was making them all seem pitiful by comparison.
Fortunately, the Iron-Spider suit he was in was helping reduce that terror in Peter. It wasn't by much but knowing that he was surrounded by a multi-million dollar suit designed by Iron Man did provide a small comfort.
He didn't get to stay on the winged horse for long as the raining hellfire of lasers hit a nearby wall and the resulting concussive blast sent the young hero plummeting to the ground. Peter still made sure to keep the gauntlet in his possession, catching it as he hit the floor before rolling into a full-blown sprint.
However, like his time on the horse, Peter's sprint came to a premature and painful end. Thanos's ship, still firing indiscriminately at the battlefield below, managed to hit the ground right in front of Peter. The blast sent was so powerful it sent the wall-crawler flying backwards into a pile of debris and even managed to take parts of the Iron-Spider suit off, including his mask for some random reason. Curling up into the fetal position, Peter hid as the unrelenting blast continued with no sign of stopping until every last Avenger was dead.
Which was why it came as a surprise when the ship abruptly stopped blasting down. With an iron grip on the gauntlet, Peter looked up at the ship and watched as the guns all armed up into the sky and began firing. Moments later and Peter saw a golden blaze of energy come down the sky, heading directly towards the ship. Like a laser, it tore through the main hull before coming back for a second round.
In an instant, Thanos's ship which had caused so much destruction was now going crashing in a ball of fire into the water. Hearing Captain America over the comms in his ear, Peter learned that it wasn't just a bolt of energy but a person called Danvers. Peter didn't glean a lot of information from that, other than it was someone Captain America knew.
A few moments later and Peter found himself getting to know a lot more the newly arrived hero when they landed directly in front of him. Looking up, Peter noticed immediately that it wasn't a guy but instead a woman. Still, in a state of shock, Peter stumbled his introduction. "Hi, I'm Peter Parker." As a response, the heroine in front of him coyly smiled back.
Captain Marvel, AKA Carol Danvers, was delighted with the position she found herself in. More importantly, she was ecstatic that she had finally come into contact with Peter Parker, the amazing Spider-Man. However, it wasn't the boy's amazing powers that truly interested Carol.
You see, Carol Danvers was a bit of a space-cougar and Spider-Man was the one that she thought got away. Whilst her horny behavior wasn't a secret within the Galaxy, Carol had been quite tight-lipped about her tastes with the Avengers. She had been especially quiet regarding her fascination with Peter Parker which was helped by the fact that he was, for five years, believed to be dead.
As for when her interest in the boy started, Carol hadn't even met him in person and instead first saw Peter on a holo screen that cited he was missing. Immediately, Carol found herself attracted to the young boy and immediately sought out more images. So for the past five years, Peter Parker was always on her mind, with the tight red and blue costume on his toned body turning her on every single time she got bored.
And now here he was, Carol's biggest sexual fantasy. Even cut up and scared, Peter looked even better than the pictures she had swiped from the Avengers mainframe. Despite being made of metal, Peter's suit was surprisingly form-fitting and outlined his lithe but still muscular physique. Still, though, Carol couldn't help but undress the boy with her eyes and the thought of what hid underneath had the woman feeling more excited.
Making a split-second decision, Captain Marvel decided that she needed Spider-Man, regardless of the battle that was waging all around them. Besides, it wasn't like Thanos was going to be a threat much longer since he didn't have most of his army or weapons anymore.
It had been a fair bit of time since she had last had sex, and even longer since she had been fucked well so she was desperate. Yet despite the boy's age, Carol was more than confident that he was up to the task of dealing with her horniness. The heroine, smiled towards Peter as she began to put her plan into action.
"Hey, Peter Parker. You got something for me?" She asked coyly as she watched the boy pick himself up before taking a small step towards him, closing the gap between them. Peter was about to pass the gauntlet to her but Carol stopped him by simply saying. "...Oh, I didn't mean that..." With a sly smile still on her face, Carol's hand place itself on his crotch. "...I meant this."
Freezing up on the spot, Peter couldn't believe what was happening. "W-What are you..." He trailed out as a small groan escaped from his lips. However, Peter still did not attempt to stop Carol's hand from coaxing more life into his penis.
"What's wrong?..." Carol cooed with a smile on her face as she heard another stifled groan escape from Peter's lips. "...Do you not like this?" She teased, feeling his cock grow under his pants.
"I-I..." Peter kept stuttering out. He was completely in the dark about what he was supposed to do in this absurd situation. "...Thanos...Stones." He eventually managed to say but his eyes were now beginning to fixate on Carol's body. Tightly clad in a red, blue and gold costume that highlighted every curve of her fit and impressive figure and hugged her body tightly, Captain Marvel was very attractive. Fuck that, she was gorgeous, a fact that only increased as she rubbed his cock in an attempt to get him harder and harder.
"Oh, I wouldn't worry too much about Thanos, Peter Parker..." Carol retorted, noticing the boy's best efforts at not looking at her breasts as she now felt Peter's bulge reach close to its peak. A
Though she hadn't seen it fully yet, Carol did not doubt that he was incredibly long and thick and she had to stifle a moan in anticipation. "...I'm more worried about helping out this big problem of yours." She said before making a quick and obvious glance down at his crotch.
"B-But, but, but..." Peter was once again silenced as Carol put a finger on his lips.
"Shh. Don't say anything, Peter Parker..." Carol's words, along with her hand rubbing over his crotch, had Peter's cock swelling even more. "...Let the other Avengers deal with Thanos. Let me help deal with you."
Peter thought he saw everything today, yet he was still caught out as Carol brought her lips to his. "I-I-I." Peter tried to say, but Carol's squeezing of his thick cock made it come out as a moan.
"Stop trying to fight off these impulses, Peter..." Carol seductively whispered. "...We both know a horny teenager like you wants this. So why resist?" Leaning back to his face, Carol started kissing him again, taking Peter aback once more.
A few moments later, Peter finally caved into Carol's advances and began kissing her back. His inexperience, whilst obvious, still excited Carol as she pulled her newest boy-toy in even closer, pressing her tongue into his mouth and dueling with Peter's for dominance. It wasn't a difficult battle to win, with Peter still being slightly skittish and unsure but Carol knew that once she was done, the young boy was going to be a brand new man.
"Now Peter Parker..." Carol said when she finally broke the kiss. "...Why don't we get to sorting out this problem of yours..." Her hand squeezed Peter's penis a little harder, coaxing a further moan from the boy. "...I'll take that as a yes."
Peter watched as Carol took her hand off his crotch before slipping down onto her knees in front of him. Her eyes were darting from the unmistakable bulge of his penis that was straining under his pants, and his face that had a mix of giddiness and apprehension. Carol brought her hand back up to his waist, looking for a catch on his costume. She didn't have to look long before she heard a clicking sound and noticed his armored pants loosening slightly.
"Now let's see what you've got packing under this tight little Spider-Suit..." Carol said, her hands moving back to the waistband and Peter watched as the woman pulled his pants down to his ankles. Carol had to hold back a giggle as the boy now only had his boxers hiding the unmistakable erection. "...Nice boxers, but I think I'd like them better off." She proclaimed before swiftly pulling the thin material down.
Free from the confines of his suit and underpants, Peter's cock young cock sprung up. Carol was delighted with his length, both long and thick, jutting proudly from his body. The older woman admired it for a while and Peter found himself relaxing slightly, even despite the situation he was in.
"By the look on your face, I take it you like?" Peter questioned, a small trace of pride in his voice.
Carol looked up at the boy's eyes and smiled. "Oh, I more than like it..." She told him before wrapping her gloved hand around the shaft, firmly pumping it and bringing the boy's groans back. "...I really..." Leaning forward, Carol gave the tip of Peter's cock a quick lick and the young boy shuddered in response. "...Really..." She moved her focus to his shaft and slowly dragged her tongue up the entire underside. "...Really..." She repeated before moving back to the tip to swirl her tongue as she neared the end of her teasing. "...Love it." She finally declared before attaching her soft lips to Peter's penis and started sucking.
Peter immediately moaned out and threw his head back in ecstasy as he felt Carol work her mouth on his dick. "Oh god!" The teenager repeated over and over again before finally composing himself to look back down at Carol. Carol was looking back up at him as she continued sucking on his tip whilst her hand pumped his shaft at a quick speed. The blonde heroine then started taking more of his length in, bobbing her head back and forth and making all sorts of slurping sounds.
Carol loved the taste of Peter's length as she slobbered all over it. She took all of his dick into her mouth and down her throat and held herself in place for a few moments before pulling off with a wet pop to breathe. "F-Fuck, Peter Parker. Your dick tastes so fucking good..." Carol had a grin on her face and the slutty older blonde eagerly began licking and sucking his dick from the tip to the base again.
"Uh, thanks Ms...UNGH." Peter was quickly cut off as Carol shoved his length back into her mouth and started bobbing her head up and down, moaning as she felt his teenage length throb in her throat. His eyes widened as he watched the blonde take all of his cock past her lips, fully deepthroating him.
Carol looked up at the teenager's eyes as she sucked him off, motivated by the continuous moans to escape from him that were inadvertent getting her wet. Peter soon couldn't handle the erotic sight and brought his hand and placed it in her short blonde locks, guiding her down his cock even though it was clear she didn't need his help.
"Oh my god! You're so good at this!..." Peter groaned again as his hips started to thrust in a shaky manner. As a result, Carol found herself caught by surprise as the teenager's length slammed against the back of her throat. Peter's erratic thrusts continued a few more times before he regained some semblance of control. "...You're gonna make me cum!"
"You like your cock in my throat Peter Parker?..." Carol whispered as she pulled off him and gave the tip a soft kiss. Peter responded with another nod as precum began to leak from his tip. "...Because I certainly do." She added before she started sucking him again like it was the best meal ever.
Peter was loving the sight of watching his dick disappearing inside Carol's mouth over and over again but the way that the older blonde moaned as she sucked him off made that sensation even better. Having not gotten a blowjob before, Peter didn't exactly have anything to compare to the heroine's efforts but he still knew for a fact that she was a cock-sucking pro.
"I...UNGH..." Peter was right on the edge of his orgasm and Carol knew it. Deciding to help him get to his climax, she worked her tongue around his shaft, knocking it around in her mouth as she kept bobbing her head. "...Oh fuck, my Spider-Sense is tingling!"
A few moments later and Peter let out another loud groan as his cock started shooting thick rope after thick rope of his hot sticky cum down Carol's throat. Initially, Carol gagged at the sheer amount the boy had unloaded on her. Maybe his time as Spider-Man didn't afford him the luxury of masturbation but for a teenager, Peter's load was massive. However, Carol was a professional and quickly regained herself, sealing her lips tightly around Peter's length and swallowing each burst of cum the boy sent her way.
Carol kept sucking him even after Peter had finished, determined to not lose a drop of his delicious cum. Peter meanwhile, was panting out from such an intense orgasm, but as Carol flashed him a quick smile as she pulled off, he suspected that they were far from over.
"Wow, that was..." Peter stammered out as he watched Carol give his dick one more lick. "...Amazing...Astonishing...Sensational...Spectacular..."
"You certainly like your adjectives..." Carol interjected. "...Now, do you want t know what comes next?" She asked.
"We go and return the stones?" Peter suggested.
"Not a chance..." Carol responded as she stood up and before Peter could react, the young teenager found himself on the floor, looking up at the blonde as she stood over him. "...Not until I get another load out of you anyway." She added, a dirty smile on her face as she went to remove her costume.
Peter watched in awe as Carol stripped away her outfit, piece by piece until she was completely naked. Looking over her enticing figure, Peter found himself getting hard again in an instant as Carol put on a quick show for him. The blonde had a perfect pair of perky B-Cup tits that she was more than happy to show off. Cupping her breasts in her hands, Carol pinched and rolled her nipples between her fingers as she watched Peter's dick recover. Turning around, Carol stuck out her ass and held a pose for a few moments, exciting the teenager even further.
She found herself enjoying the show she was putting on just as much as Peter enjoyed watching it but she wanted more. Spinning to face him once again, she saw that the boy was now fully recovered, his young cock pointing up towards the sky. "Now for the real fun," Carol said as she straddled herself on Peter's lap, his cock pressing against her entrance.
The sexy heroine on top of Peter coaxed a further moan out of the boy as she started grinding herself against his cock. "Oh god." The young boy painfully breathed out as he looked Carol deep in the eyes and saw desire. Still, the young boy was expecting Carol to go slow but he was proved wrong as the woman placed her hands on his chest and raised her hips, before sinking down.
Carol bit her lip, suppressing a small moan as she slid down his cock, taking inch after inch into her wet cunt that spread to accommodate his thick member. "UNGH...So...Fuck...Tight." Peter moaned out as he felt the woman's velvety walls squeeze his length as his cock finally speared her to the base, her body pressed against his.
With all of Peter's cock now inside her, Carol didn't let the boy get used to her too quickly. Her hands still on his chest and pushing him down, the slutty Avenger raised herself up the boy's cock before coming back down hard. She did it again, her inner walls clenching even tighter around the boy's length as Carol set a pace that both of them enjoyed.
Peter was now in heaven as he watched the sexy older blonde ride his cock like a pro, only for the woman to rev him up even further as she ground her pussy on his dick. "Oh fuck!" The boy groaned out. Normally, his cries of pleasure would have alerted someone to what was going on but with all the insane fighting and explosions, they were safe from discovery.
"You like that, don't you, Peter Parker?..." Carol asked, a wide smile on her face as she continued to grind herself on Peter's lap, gyrating his throbbing penis like a gear lever. Quickly, she guided the boy's hand to grab hold of her hips as the boy nodded. "...Good, because I love it." She declared before bouncing up and down his cock once more.
"Fuck, this is so intense..." Peter's shocked expression hadn't gone away but the wall-crawler was now starting to get more confident. Carol was still looking up at him with a look of enjoyment that quickly turned into one of sheer pleasure as Peter started thrusting upwards in time with the woman's downward motions. "...Is this even real?"
"Oh, it's real..." Carol replied in between whorish moans and the sexy blonde started bouncing up and down his lap even faster. "... It's very real."
Peter's eyes were soon drawn away from Carol's face and towards her perky tits that were bouncing as she rode his cock. Peter wasn't able to resist the temptation and as he continued hammering upwards into the blonde, he pushed himself up and put his mouth on one of her nipples. This time, it was Carol's turn to moan out as Peter took more control with every second.
"Yes, yes, yes! Fuck, yes! Fuck me, Peter! Fuck me! Shove that thick cock into me!" The slutty blonde babbled put as Peter started slamming herself down his cock. "...Yes! Keep doing that! Keep pounding me like that! Yes, Peter, yes! YESSSSSSSSSS!" She shrieked out before giving in to her orgasm.
Peter was still pumping himself into the blonde's pussy but he did have to slow down as the woman's wet cunt tightened almost unbearably around his cock. He pulled his mouth off and looked into the woman's ecstasy-filled eyes as the woman continued screaming in pleasure. He was now lifting the blonde all the way up his cock, until just the tip pressed against her entrance, before sliding himself back inside.
"Oh my god, Peter! You're so fucking deep inside me! Fuck, you're making me...UNGH..." Carol was cut off as another wild orgasm ripped through her. "...Oh fuck! Keep doing that! You're making me cum Peter! You're making me cum like the super slut I am!" She threw her head back and continued releasing her whorish moans as she fucked herself silly on Spider-Man's cock.
Soon, the constant cumming from the older woman started getting Peter on the edge as well. His cock was now implausibly throbbing inside Carol's cunt, signifying that he was on the edge. Still bucking into Carol, the young teenager told the older heroine in between panted groans. "I...Ms...I'm getting..." He tried to push her off but Carol resisted, pushing him back onto his back. Like when she sucked him off, Carol wanted all of his cum inside her.
"Yes, cum in me! Cum inside my pussy, Peter!..." Carol screamed out, completely lost in the pleasure as she fucked herself senseless on a boy more than half her age. "...Cum in my pussy! I need it! Shoot your cum deep inside me!"
Even if he could, Peter wasn't about to deny the woman's request. He managed to bounce the blonde on his cock a few more times before bringing her down and burying himself to the hilt inside her. "I...Here it is!" The boy cried out as he began unloading pulse after pulse of his hot cum into Carol, nearly double the amount as when she sucked him off. In response, Carol shuddered hard as her pussy was filled to the brim with Peter's semen and she fucking loved it.
As Peter neared the end, he gently bounced the blonde up and down his length, milking the last few drops out of his dick before pulling her off completely. Carol collapsed next to the boy, a satisfied smile on her tired face. Her dirtiest fantasy had been accomplished and better yet, Peter Parker was even better than she imagined.
At that moment, Carol realized that she didn't want to be done with her little boy toy just yet. She needed more. A quick look across towards the boy and Carol knew that he felt the same way. "Got another round in you?"
"I think I can manage..." Peter replied, a renewed sense of confidence as he stood up, allowing the sweaty blonde to see that his manhood was somehow still hard. "...But this time, I'm taking charge."
"Be my guest," Carol said before finding unexpectedly caught out as Peter took the initiative, stroking his dick with one hand whilst throwing the blonde onto her back with the other.
Getting on top of the blonde, Peter doesn't give Carol the chance to get used to her new position. Leaning down, the young teenager claimed the older woman's mouth for his own, kissing her hard as he rubbed the tip of his dick against her entrance. Keeping up his efforts, Peter drew a series of moans from Carol that he swallowed with the kiss.
"F-Fuck me already!..." Carol begged out once Peter broke the kiss. He was still rubbing the tip of his penis against her entrance and causing her to moan out from the sensation. "...Come on, Peter, put it in me!"
Peter stilled himself, causing a look of confusion on the blonde's face that soon made way for desperation as Carol looked down to see the teenager pulling his manhood away. "Say please." He instructed, giving the woman a cheeky smile to accompany his instruction.
...It seemed Peter Parker was full of even more surprises.
"Please, Peter! Fuck me! Please!" Carol whined out.
Letting out a final chuckle at how their dynamic had changed, Peter complied with Carol's request as he rammed his length into her with one forceful push. It was still enough to force Carol to moan out as ghee pussy stretched around the boy's cock. Peter doesn't give the blonde anytime to get used to the sensation before pulling his hips back, retracting his length from her cunt, only to slam back into her.
"Oh yes, fuck, fuck, fuck! Yes, Peter! You're so deep! Fuck me! Fuck me! Fuck this dirty little slut!..." With ecstasy written all over her face, Carol was absolutely loving the insane pounding Peter was giving her. Even though she should have already gotten used to his size, the boy's cock still felt so big inside her as each and every thrust took her to new heights. "...Oh god, fuck me! Fuck me, Peter! Fuck your super-slut! I want it! Harder! Faster!" She babbled out.
Above her, Peter's continued to release his own chorus of groans, albeit ones that were much quieter than Carol's. However, as he heard the blonde's whorish moans for more, Peter wasn't about to disobey. He increased the pace of his thrusts, resulting in Carol's moans turning into screams of pleasure as Peter got deeper inside her cunt than anyone else.
"Yes! Yes! FUCK!" Carol shrieked out as she reached another orgasm, clenching even harder around the boy's length. A few moments later and Carol started cumming again, then again and again. The slutty heroine was having multiple orgasms that Peter was fucking her through, which only seemed to make her climax again.
"You want more?" Peter groaned out but got no answer from Carol. The older woman was in a state of sexual euphoria she had no desire to come out of. Still constantly cumming over his cock, her eyes had rolled to the back of her skull and her tongue hung out her open mouth. Regardless Peter went and gave the woman more, slowing his thrusts down to grab her legs and push them all the way up her body.
Carol hadn't even registered what the boy was doing until the boy picked up the pace once again, drilling his throbbing cock into her already cum filled cunt. For the next couple of minutes, Peter enthusiastically fucks Carol's pussy with everything he had, motivated by her cries of pleasure until he found himself reaching a familiar sensation.
Peter was getting close to cumming and Carol could tell. Both his thrusts and breathing had become more erratic with every passing second. "Y-Yes, Peter! Cum in me!..." She begged out as Peter's cock continued to throb inside her. "...I want your cum so bad!"
Holding his eyes shut, Peter was only able to pump himself inside Carol a few more times after her declaration before climaxing. However, his hips had never stopped moving as he came, resulting in his cock slipping out Carol's cunt as it continued shooting thick ropes of hot, sticky cum across her sweaty body, mainly hitting her perky tits.
Breathing hard, Carol sat up from her position to look down at the cum leaking out her well fucked pussy, as well as the strips on her heaving tits. With a finger, Carol idly lapped up some of the gooey substance off her tits and brought it to her lips, moaning contently as she tasted him.
"I can give you more than just small strings..." Carol heard Peter speak. Looking up at the boy, Carol found herself amazed as Peter stroked his cock, seemingly still hard. "...If that's what you want." He suggested, a hopeful look on his face.
Carol stared blankly at the boy, shocked that he still had more to give. "Just how much have you got?" She asked.
"Thanks to the spider that gave me my increased stamina, I've got enough for one last go..." Peter replied, still stroking himself. "...So what do you say?" He asked.
Grinning up at the boy, Carol answered the boy by quickly getting onto her knees in front of Peter. She placed her hand on the boy's penis and took over jerking him off. "Come on then, Peter Parker..." She started saying as she started stroking him a little faster, making sure to aim his dick at her beaming face. "...You got something for me?"
She didn't have to wait long for her fourth load in quick succession from the wall-crawler. Letting out a final loud groan, thick blasts of Peter's cum shot out from his cock and began splattering over the woman's pretty face, just as she planned. Tilting her head back as Peter's seed started coating her lips, Carol eagerly opened her mouth wide and she was gladly rewarded with several strands landing on her waiting tongue.
Carol made sure to not swallow the boy's seed straight away, waiting until the boy had finished coating her face white with cum. When she did swallow it, she made sure to stare deep into Peter's eyes, his cock still inches from her face. "Once again, delicious..." She said with a satisfied smile on her face. "...We've got to do this again sometime."
Carol's remark caused the boy's dick to twitch in excitement. "Sure..." He replied before groaning out as Carol gave his manhood another quick lick. "...But maybe next time, let's not do it in the middle of a battlefield."
"Spoilsport."