The very talented and very snug mouth of Carol Danvers wrapped around Peter Parker's pulsing pole. The young man put his hands onto the back of Carol's heads. Words would only spoil the moment and the very nice feeling of Carol's blowjob. Her fingers working his balls right there.
The intense look in Carol's eyes told Peter one thing. The web slinger was going to cum. It was not a matter of if he was going to cum, it was when he was going to cum. He picked up the pace, driving his cock as deep into Carol's mouth. Carol made loud succulent sounds like someone enjoying a nice and savory meal.
"Carol, I….you're...too much."
Oh, Carol disagreed, this could never be too much. Carol pleasured the young man's stiff, throbbing pole. Shoving Peter all the way down into her throat and sucking on him very hard to send a nice tremor of pleasure down him. Peter leaned into her mouth and rode it.
If she did not think it was too much, well peter was going to give it to her. Peter held ahold of Carol's hair and pounded her mouth extremely vigorously. The weight of his balls slapped down onto Carol's chin and left a nice little imprint down on them.
"I warned you."
Carol knew and Carol did not care. She leaned back and took as much cum down throat as possible. Sucking Peter down, until the cum spilled into her throat.
With a smile, Carol released his cock from the warm and pleasant prison of her mouth. Carol pushed Peter's cock up and put it between her breasts. She gave it a nice tit job and Peter just closed his eyes. His strong hands, put firmly onto her breasts made Peter just lean up. Carol's buxom frame shoved her breasts all the way down onto Peter's pole and Peter pushed up towards her.
"We have a visitor," Carol said.
Carol released Peter's twitching and wet cock from her breasts. The door opened, to reveal a dark haired woman of eighteen years of age, standing, dressed in a pair of blue jeans and a blouse. Her nipples were there, and the wholesome look she normally had, only made her more fuckable.
"Mary, is there anything we can do to help you?"
Mary, the twin sister of the Billy Batson, known as the other Captain Marvel, and known by many as Shazam to cut down on confusion, looked at Carol's naked chest.
"N-no, Ms. Danvers," Mary stammered, going red as a tomato. "I took a wrong turn and I'm sorry if I saw you and Spider-Man...um….you know."
"Fucking," Carol said.
Mary did her best impression of a stop light and Carol just smiled.
"You did watch, Mary," Carol said. "And now you should be punished for being a bad girl."
Mary squeaked out in surprise and Carol threw Mary over her knee. Mary's jeans came off to reveal her tight, teenage ass. Her panties were very plain, although she did have a very nice ass. Which Carol exposed to the air. She grabbed Peter's cock with one hand while spanking Mary's ass with another hand.
"Bad girls deserve spankings, don't they, Mary?"
"Yes...oooh, yes!" Mary moaned.
Mary came, Carol knew it and Peter knew it as well. Peter's cock throbbed inside of Carol's hand, while she jerked him off while spanking the barely legal woman drapped over her knee. Mary's pussy lips, so young, tender, and tight made Peter's throbbing even more.
Carol pulled up Mary's shirt and revealed her bare back. The spanking continued along with the jerking.
"Carol," Peter said through gritted teeth.
Carol, knowing precisely what she was doing, continued to jerk Peter off until he exploded all over Mary's bare back. The cum rained down onto her, repeatedly oozing at an endless rate when it splashed all over her back. Carol turned her hand inwards and milked Peter for everything he was worth, until every last drop of cum had left his balls.
"Feels good, doesn't it, babe?" Carol asked him.
"Did he just...shoot his stuff all over my back?" Mary asked.
"It's called cum, dear, and it's good for you," Carol said.
Carol took her cum off of Mary's back and fed Mary some. She tasted it and sighed in relief. It felt good, and now Peter's cock was being rubbed up against her cheeks. Mary succumbed to the new intense emotions.
"You want some more of this, don't you?" Peter asked her.
"Yes, Spidey, please, I….I want you," Mary said.
She stood, completely naked, and stood up. Mary's thighs spread out and Peter rubbed his long cock between them, teasing her juicy thighs. While Carol fingered and groped the young heroine.
"Say the magic word, and you'll get to cum."
"Please?" Mary asked.
"No, the other one," Carol said.
Mary understood insteadly. Carol's fingers grabbed on her perky breasts, which were nice and supple, but not nearly as big as they were in her other form. Mary thought about how it would feel to have Peter and Carol sucking on her breasts and she almost got dizzy. Lust overwhelmed morals and Mary got ready to say that magic word.
"SHAZAM!"
Mary grew taller, her breasts grew, her ass got wider, her legs got wider, and looked a bit less awkward. From pretty to extremely gorgeous, almost mind numbingly so. Peter dove his fingers deep into the woman and let Mary Marvel just scream her head off.
Peter and Carol sucked Mary's ample breasts. The living goddess bounced back and forth while they pleasured her body. She had been infused with so much lust.
"You've never had a man inside of you, have you?" Carol asked.
"N-no," Mary said.
"But, you'd like to, wouldn't you?" Peter asked while rubbing his cock against Mary's entrance.
Mary responded by grabbing Peter and kissing him hard. She would have bruised his jaw and lips had he not been Spider-Man. Mary's sexual backup came out and she lusted for only one thing. A chance to lay down with one of the heroes. Women had a phrase about Spider-Man, but Mary didn't have the nerve to speak it out loud.
"Bitches do love Spider-Man," Carol said.
Okay, Carol was a bit more crass than she was, and she said it for Mary. Mary turned her attention to Peter and the two of them kissed each other. Peter laid Mary down on the bed and covered her body with more kisses. Mary breathed in very tightly and allowed his warm hands, his talented touches to bring tingles through her body. Peter leaned in towards Mary and pushed his fingers deep into her dripping hot pussy. Sending a pleasurable heat through her body the faster Peter drove his fingers into her.
"I want you," Mary said. "Please."
Peter leaned in and spread Mary's eager thighs. He slid inside of her, slow and gentle at first. Mary wrapped her legs around him as Peter took her virginity and made her just lose it. She thought saving herself for marriage would be something special, but Mary gave up on that, because nothing could be more special.
Spider-Man grabbed ahold of her chest. The small stabbing of pain which hit Mary just moments before had been released by a river of pleasure.
Mary's walls, feeling snug and warm around him, made Peter just groan. Carol covered above them and Peter teased her when he thought about giving Mary a breath. Knowing she would want him sooner rather than later.
"So warm, so soft," Peter said.
Mary closed her eyes and Peter sucked on her nipples. She never thought a feeling like this.
"Oh my gosh, you're so good!" Mary breathed.
Carol just snickered, even when getting her brains fucked out, Mary was trying to keep things mostly PG in her language. Bless her. Mary had pushed back, leaning into Spider-Man and grabbing ahold of him, with the web slinger just pushing into her from behind.
"I'm going to finish soon, if you're not careful," Peter said.
Mary just smiled and closed her eyes. She could not tell him to pull out of her. Maybe she should, but Mary did not want to. Her body clenched Peter tightly, the thought of him emptying his cum inside of her.
Peter thrust forward into Mary and finger-banged Carol at the same time. Carol clutched her chest and sucked on her own breasts to give Peter a very erotic show. Even more so than the lovely, innocent Mary being debauched before his cock.
Mary closed her eyes and could feel the tingle going through her body. She came, hard around Peter. Peter pushed into her body and shoved his cock all the way into her tight vice. He pushed into her.
"You're going to make me cum," Peter said.
The matter of fact way Peter said this statement made Mary's body just shut down to any sensation other than pleasure. Yes Peter, most certainly hit all of her buttons.
Carol, with a grin on her face, grabbed Peter around the waist and thrust her hips forward, burying Peter's engorged cock directly into her very tight pussy. The weight of Peter's balls, swinging back and forth like two miniature wrecking balls hit Mary hard.
Carol ensured Peter would go as deep as possible into Mary and fill her up with her seed. The Marvelous young woman, and truly a woman, after Peter was through with her, squirted up and down, until Peter fucked her into a self-catatonic state.
"So lesson learned?" Peter asked.
"I'm not sure how much of a lesson that taught her," Carol said.
Crawling back, Peter left Mary's dripping thighs, a cream pie oozing out of her and her stomach swollen from the immense amount of cum Peter dumped into her. Some Carol just took ahold of.
Peter crawled over and yanked Carol towards him. He shoved his cock deep inside of her.
"And now before we were interrupted."
Carol remembered and Peter grabbed around of her waist, shoving his mighty member deep inside of Carol's tightening and moist quim until they both came together long and hard.
And maybe if Mary ever recovered, they could explore even further possibilities with their young protege.
End.