Carol Danvers hovered over the rooftop, dressed in a very vintage costume. The old Ms. Marvel, black costume, which fit her a bit more snugly than it did back in the day, although Carol did not mind it. The back of it rode up to show Carol's nice ass and legs, and the top had been modified, to expose Carol's nice toned abs and her ample bosom heaved in and out. Carol grew her hair out and tied it back into a ponytail.
To own who she was, Carol really had to look her best, and she wanted to go for a more vintage look. The sound of someone coming down behind her made Carol smile. Spider-Man's appreciative gaze got Carol the reaction she wanted.
"So, that's new?" Spider-Man asked.
"Actually, it's pretty vintage," Carol said. "So, what do you think?"
"Very nice," Spider-Man said. "It suits you well. Anything suits you well."
Carol just smiled and went closer towards him. Only to see they were not alone. A lovely woman with a tight outfit arrived, a red, white, and blue top, a tiara, bracelets, and a very tight pair of red, white, and blue bottoms which barely covered her world class ass, along with boots and a lasso dangling from her side.
Princess Diana of Themyscira, better known as Wonder Woman, arrived and Carol just whistled. Speaking of a woman who owned it. Every inch of Diana's bronzed body looked juicer than the last. Carol stepped a little bit closer to drink in the woman before her and smile even more deeply than before.
"We had the same idea, didn't we?" Carol asked.
"It seems so," Diana said.
"Well, are we going to fight it out over him?" Carol asked.
Spider-Man got the message clearly. He tried to tell the women there would be no need for them to fight. Diana stretched forward and cupped Carol on the cheek.
"No, I have a much more pleasant idea," Diana said.
The Amazon Princess leaned in and planted her lips on those of the Kree-Empowered hero. Spider-Man watched in awe when the two lovely and powerful women exchanged a deep, and potent kiss. Their mouths working against each other. Tongues dancing for control with each other. Carol repeatedly dug her tongue deep into Diana's mouth and Diana responded by kissing her back extremely hard.
"Mmmph!" Diana moaned. "Mmmph!"
They turned their attention to Spider-Man. Carol just smiled and stared shamelessly at the bulge in Spider-Man's tights. She leaned in and squeezed him softly.
"You want us to help you with that?"
"Yes," Spider-Man said.
Captain Marvel and Wonder Woman pulled down Spider-Man's pants and released his throbbing hard cock. The two powerful women licked their lips. Diana pushed Spider-Man's mask up slightly so she could kiss him on the mouth. Carol nuzzled him against the side and stroked his big cock.
Oh, Peter Parker had most certainly hit the jackpot. These two babes came to him tonight, intending to get fucked, and now he was going to get it. They exposed his abs and Diana and Carol kissed up and down him. Oh, Spider-Man wanted nothing more to grab them and face-fuck both of these women in turn.
Peter realized he could do just that. He grabbed Carol and her brilliant blue eyes locked onto him. Lining up his thick cock for Carol's mouth, Peter plunged all the way inside. The weight of his balls, slapping down onto Carol's chin, felt very good. Peter stroked Carol's hair and humped his way all the way inside of her mouth. She smacked her lips down, slurping Peter with long and hard motions. Her eyes, widened with pleasure, only increased the deeper Peter drove down into Carol's mouth and stretched out her throat.
Diana cupped Spider-Man's balls and got his attention. Spider-Man turned his attention to Diana and opened her mouth. Diana opened up wide and received the cock down into her back.
"Oh, these are nice and full," Carol breathed while cupping Peter's balls with each push into Diana's mouth. "Nice and big enough to seed both of us, wouldn't you agree?"
Yes, Peter would have to agree. He slammed deep into Diana and stuffed her throat with his cock. Carol appeared to be doing something and she tied Diana up in her own lasso.
Pulling back, Carol pried Peter's cock away from Diana's mouth and slapped it.
"How would you like to be tied up with nowhere to go why I ride Spider-Man's cock?" Carol asked.
"YES!" Diana cried out.
The lasso bound Diana to honesty and she would like nothing more than to sit there, hopelessly, while Carol rode Spider-Man's cock. And Carol was doing just that, sliding the bottom half of her costume to the side. Spider-Man's hands roamed down Carol's body and he played with her tits through the nice fabric of the outfit.
Carol dropped down and engulfed Spider-Man's cock into her tight pussy. The web slinger wrapped around her so tightly. Carol kissed him hard and licked the side of his neck, making him groan with Carol pushing herself back and forth onto him.
Each push sucked Peter deep into Carol. Her legs wrapped around him and arms even more so. Carol bounced up and down while Peter pressed his back against the wall. The brilliant blonde woman was more than enough for Spider-Man to handle and Spider-Man put his hands all over her body.
"Why don't we give Diana a taste of what she can have later?"
Carol pulled away and Peter turned his attention to Diana. Diana opened her mouth wide open and Peter slid his cock inside of her.
"Damn it, Diana," Peter breathed.
Diana practically inhaled Peter's cock. The scent of his musk combined with Carol's juices drove her completely cock wild. The deeper Diana pushed down, the harder she sucked his cock.
Eventually, Carol decided to hover in mid air behind Peter.
"How about this, big boy?" Carol asked.
Carol shook her ass at Spider-Man.
"You're asking for it."
"Pretty explicitly, yes," Carol agreed. "So, why don't you take my pussy for everything it's worth and wear it the fuck out?"
Carol pushed back and ground herself into Peter. Spider-Man grabbed Captain Marvel and shoved her hard into the wall before fucking the hell out of her pussy. Carol's cries and her pumping loins only enticed the web slinger to go in deep.
The heavy breathing coming from the Amazon showed one thing. She really wanted to masturbate herself, but had no way to do so. All she could do was wait to see whether or not Peter's cock could ever grace her presence yet again. Diana practically humped the air to get any deserve.
The moans coming from Diana only enticed Spider-Man on. He moved, forcing Carol back. Carol turned herself about after pulling away and once again impaled herself down onto Spider-Man. The two lovers made out very aggressively, with Carol's top coming off and her large breasts pressing down onto Spider-Man's strong chests.
"Oh, god, you're so sexy," Peter moaned.
"I know," Carol said. "Show me how hot I make you."
Spider-Man clung onto Carol's breasts and gave them a very tight squeeze. He grabbed and released them to make her moan even more loudly. Carol's tongue, pressed against Peter's, threatened to combine with his. Peter leaned into her and rammed Carol nice, hard, and tight.
She came around Peter Parker's pulsing prick. The web slinger and the kree-empowered heroine did this dance until Carol finally collapsed, dripping wet and spent.
Spider-Man turned to Wonder Woman. Diana's face flushed and her eyes stared at the web slinger's cock. Wonder Woman dragged herself over the best she could. Spider-Man put the breaks on her, stopping Wonder Woman from coming over.
"So, where do you want my cock?" Spider-Man asked.
"In my ass."
Wonder Woman said it, could not take it back, and did not want to take it back. Spider-Man lubricated Diana's back passage and then sat on the ledge of the room, with Diana grinding her ass against him. Spider-Man took the lasso in one hand and Diana's ass cheeks in the other hand. He spread them and slipped deep into Diana's back passage.
Spider-Man had been a lot of firsts for Diana. The first blowjob, the first handjob, the first to cum all over her face, the first to hold her down and fuck the hell out of her, to name a few. But now, Spider-Man took the Amazon Warrior's most sacred hole and slid all the way into her. He stretched his hands all the way down onto Diana's ass and grabbed it tight before pushing her back up.
Diana speared herself down onto Spider-Man's pulsing prick. Oh, it felt so good to have this cock buried inside of her ass and pounding the hell out of her. Diana could not even concentrate on anything else other than Spider-Man's cock. Even the fact they fucked on a very narrow ledge overlooking New York City, on a very tall building only increased Diana's adrenaline.
"How long did you want this?" Spider-Man asked.
"Your cock in my ass?" Diana asked. "For ages."
Since the day Diana first laid eyes on what Peter Parker packed beneath his pants. And now Peter Parker's probing prick penetrated Diana's puckered anus. The web slinger knew all of the ways to drive her completely insane.
And speaking of knowing what buttons to push, Carol dove in and lapped up the juices coming from Diana's wet pussy. The Amazon found herself trapped between two very vigorous lovers. Her holes getting assaulted and Diana loving it all of the way.
Diana came all over Carol's face and offered no apologies for it whatsoever. And Carol sucked the juices down until she got a pretty good dose of Diana's nectar.
Spider-Man's balls came so close to erupting inside of Diana's ass. She clutched in with her tight anus muscles and then released him with Carol playing with his balls while eating out Diana. The combined sensations made Peter rear back and slam into Diana releasing his cream pie into her ass.
The web slinger emptied his big, bloated balls into Diana's asshole and filled her up from behind. Her tight anus, stretching and releasing him got the desired reaction.
Pulling back up onto the room, Spider-Man gave Diana one more parting squeeze before retracting from her. Carol dove in, her mouth sucking on Peter and then she turned around to eat Diana's asshole out.
The show ended with Carol drinking Peter's cum down to the last drop. She pulled out and bent against Peter. Not that Peter needed any help getting hard again, but he was not going to argue with Carol grinding her ass against him and offering her tight hole up so nicely.
"My turn."
End.