You’re poking at your phone, trying to catch up on three weeks of missed schoolwork and not think about the existential implications of the multiverse (or the fact that you still have a French oral exam tomorrow), when Aunt May leans into your doorway, head cocked, smile already loaded. “Knock knock,” she says, but doesn’t wait for you to answer. “Special delivery, hotshot.”
You glance up, expecting the usual—laundry basket, or a mug of cocoa, or her phone so you can help her with “this dumb app.” Instead, she’s holding a box, small but heavy, wrapped in brown paper and twine. She bites her lip in a way that’s supposed to be ironic but you know better. “Looks like you have a secret admirer,” she says, raising an eyebrow. “Should I be jealous?”
You want to say something clever, but your brain is still rebooting from the last time she called you “sweetheart” and then licked a drop of ice cream off your chin in public. “Uh, I don’t think so?” you try. “I mean, unless it’s from the IRS. In which case, please be jealous. They’re more persistent than you.”
She smiles, all teeth and half-moon dimples. “If it’s anthrax, I get half your stuff.” She tosses the package onto your bed and turns to go, but not before running a hand through your hair—quick, almost tender, but with just enough pressure to set your scalp tingling. “Dinner in ten. Don’t be late, or I’ll tell everyone you’re watching that Bridgerton show again.”
The second she’s gone, you yank the twine loose, and the paper falls away like it was never there. Inside: a silver case, gleaming and seamless, with a thumbprint reader and a Stark Industries logo. You swallow, hard. The last time you saw that logo, there was a hologram of Tony telling you to be a better version of yourself, and you’d thought that was the end of it. Guess not.
The case opens with a hiss, and inside is a suit—sleeker than anything you’ve seen, black with red accents, the webbing embossed so fine it looks like veins. There’s a note, written in Tony’s impossible handwriting:
“Hey kid. Happy belated birthday. Wish I could’ve been there to share it with you. Enjoy the upgraded suit—especially the newest feature I added 😉 TS”
You sit down on the bed, hard. For a second, you just stare at the note, letting the weight of it settle on your chest. This must have been one of the last things Tony ever worked on.
You run your thumb over the initials, the swoop of the S. You remember the last time you saw Tony, how he ruffled your hair and called you “kid” even though you were taller than him by then.
You wonder what the new feature is—not the self-repairing mesh, you’ve seen that before, but something else. You peel back the mask, squint inside. There’s a faint lemon-lime smell, like Gatorade powder and solder.
You try it on, and it fits perfectly, hugging every awkward angle of your body, the gloves suctioning to your fingers with a weirdly satisfying pop.
You’re testing the web shooters in the air when Aunt May swings the door open again. “Dinner’s read... Oh my god.” She leans against the door, eyes raking up and down the suit, her smile curling like ribbon. “I see Tony finally sent you something that fits your... assets.”
You try to think of a comeback—something about assets and depreciation—but your tongue gets tangled up as you catch your own reflection in the window.
The new HUD dances in the lenses, flickering data across your vision: heart rate, barometric pressure, a weird little cartoon of your own head in the lower left corner. There’s a new icon pulsing in the periphery: HFAP. Your brain scrambles for an acronym. “High Frequency... uh... Apple Pie?”
Aunt May’s still smirking at you, arms crossed tight. “You look good, Pete. Like—movie superhero good.” She gives a low whistle. “Maybe I can put dinner on keep warm…”
Seeing where this was heading, you hurriedly say no, that you’re super hungry, but as you do, the HUD blinks.
“Scanning,” it flashes on the screen. There’s a brief red shimmer over Aunt May’s outline. Then: “Cutie Alert.”
You freeze. “What?” you mumble, but the HUD doubles down, popping up a new window: “Engage Xray mode?”
You frantically tap at the wrist controls, trying to abort, but the suit is either ignoring you or actively trolling you. “Xray Mode: On,” it announces cheerfully.
The world shifts. Aunt May, for a split second, goes pixelated —then it goes straight to a high res xray that makes you yelp and snap your eyes shut.
The suit, of course, records everything for “training purposes.” When you peel off the mask, your hair is standing on end and your face is so red you’re surprised the lenses didn’t fog up.
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
Aunt May’s got one eyebrow up, a look of mock-concern. “You okay there, Tiger? You look like you just saw a ghost.”
You try to laugh it off, but it comes out as a half-cough, half-gargle. “Yeah, no, it’s just—uh—new suit. Lots of... features. Tony was a weird guy.”
She steps forward, close enough for you to catch the vanilla-and-laundry scent of her, and places her hand on your shoulder. “You sure you’re not coming down with something?” Her thumb grazes your neck, just under your jaw, checking your pulse. “You’re burning up.”
You wonder if it’s possible to die of embarrassment. “It’s just the suit,” you say, which technically isn’t a lie. “It’s, uh, climate controlled. Maybe too climate controlled?”
She grins, and there’s a glint in her eye that makes your stomach do backflips. “Well, if you get too hot, you know how to take it off.” She lets the words hang in the air, then ruffles your hair again. “Come down when you’re ready, okay?”
You nod, but she’s already halfway down the hall, humming something that sounds suspiciously like “Hot in Herre.”
You flop onto your bed, arms splayed, trying not to replay the Xray incident in your head. You put the mask on again. The suit pings, this time with a pop-up window:
“User feedback: Xray Mode too sensitive? Y/N”
You jab “Y” with a vengeance.
You pull the suit off, yanking at the gloves, then the torso, until the whole thing puddles around your knees. You’re in your boxers now and are just about to grab your jeans when you whirl around and find Aunt May right behind you, kneeling on the floor, pretending to pick up a stray sock.
She looks up, eyes wide and blue and, for a split second, way too close to your crotch.
“Whoa,” she says, and then, “Well, that’s one way to say thank you.”
You fumble your jeans, nearly faceplanting, and try to yank on your shirt to cover yourself, but it’s stuck half-on, half-off your arms. Aunt May, for her part, doesn’t move. She’s on her knees, bracing herself with one hand, the other still gripping your sock.
“Oh, sorry, I just—” you stammer, but she cocks her head, like she’s genuinely considering the view.
“Don’t apologize, Pete.” She grins, a wicked little smile that makes your stomach flip. “If anything, I should be the one saying sorry. I didn’t mean to sneak up on you. But,” she adds, eyes dropping to your boxers, “I’m not exactly complaining.”
You swallow. “I, uh, thought you’d gone downstairs.”
She shrugs, rises up on her knees, and closes the gap between you with alarming speed. “I forgot to ask if you wanted salad or—”
Her words die as she glances at the bulge in your boxers, which, thanks to the world’s worst timing, is now very much alive and well. You can feel yourself flushing all the way to your hairline.
“Oh, is this for me?” she says, and before you can protest, her fingers hook into the waistband of your boxers and tug them down in one fluid motion. Your cock springs free, half-hard and then, in the space of a heartbeat, fully erect and bobbing just inches from her face.
“May!” you hiss, mortified, but she just laughs, and the sound is low and throaty and weirdly thrilling.
“Relax, Tiger,” she says, and you’re pretty sure she’s using the nickname on purpose now.
You want to say something clever, or at least put your boxers back on, but she wraps her hand around the base of your cock—softly at first, then with more confidence, fingers curling until you can feel your pulse thudding in her palm.
“What are you doing?” you manage, voice cracking.
She glances up at you, her eyes huge and mischievous. “Just needed a little snack before dinner.”
And then, without warning, her lips part and she flicks her tongue, catlike, over the head of your cock, and you nearly bite through your own lip. “Sensitive,” she murmurs, and then, without any more warning, she wraps her mouth around you.
You’re not sure what you expected—something clinical, maybe, or awkward, or at least a little bit hesitant. But Aunt May is none of those things. She’s practiced and deliberate, her tongue swirling slow, then fast, her lips sealing you in with a tight, perfect pressure. You can feel every ridge of her mouth, every breath she draws, and when she looks up at you with those impossible blue eyes, you almost lose it right there.
She takes you deeper, her throat relaxing to accommodate the length, and the feeling is so intense you have to grab the edge of your desk for support. She bobs her head, finding a rhythm, her hand working the base in counterpoint to her mouth. You glance down, mesmerized by the sight of her—your Aunt May, on her knees in your disaster of a bedroom, sucking you off with the same focus she used to reserve for assembling Ikea furniture.
The background smells of detergent and takeout and the faint, electric ozone of the suit mix with the heat of her mouth, the wet sounds barely muffled by your own ragged breathing. She hums, just a little, and the vibration sends a lightning bolt up your spine.
You can’t help but moan—quiet, desperate, like you’re afraid someone might hear, even though you both know you’re alone. She grins around your cock, the corners of her mouth curling up in a smile that’s pure mischief, and she speeds up, hand twisting, tongue flexing, every motion calculated to drive you insane.
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
You’re close, embarrassingly fast, and she knows it. She pulls back just enough to whisper, “Don’t hold back, Pete,” her voice thick and sultry and so, so wrong. Then she plunges down again, taking you to the hilt, her nose pressed against your skin, her eyes locked on yours.
You come with a gasp, hips bucking, every muscle in your body tensing at once. She doesn’t flinch. She keeps you in her mouth, swallowing every pulse, her throat working around you, her hands steady on your thighs.
When it’s over, she wipes the corner of her mouth with the back of her hand, then kisses the tip of your now-oversensitive cock. “Yummy,” she says, standing up and stretching her back. “Next time, maybe I’ll let you return the favor.”
You’re still shaking, trying to process, when she pats your cheek and tosses your jeans at you. “Get dressed, kiddo. Don’t want the food to get cold.”
She breezes out, humming, and you stand there, pants around your ankles, wondering if this is what Tony meant by “upgraded features.”
You pull yourself together, run a hand through your hair, and follow her downstairs. Your legs are still a little wobbly. The suit is folded, pristine, on the back of your chair. May is setting the table, like nothing just happened.
* * *
The next day is a haze of sleeplessness and glucose withdrawal, your body still recalibrating to the new normal, whatever that is. You manage to make it through school with only three minor panic attacks (one during a pop quiz, two during chem lab—thanks, Bunsen burner), and by the time you get home you’re ready to collapse face-first onto your pillow and not move until graduation.
Except: You have that thing. Training the new kid, the one they called Ms. Marvel on the news. Kamala Khan.
You stare at the schedule reminder Tony’s AI left you, sandwiched between “Science Club Recruitment Pizza” and “Laundry (Underwear Seriously Low).” You groan, then laugh, then groan again, because you’re still in your boxers and the new suit is balled up under your desk.
You figure, what the hell, might as well see if the upgrades do anything besides traumatize you. You wriggle into the suit, breathing in the lemon-lime-and-solder aroma, and the HUD flickers to life: “Welcome back, Tiger.” You’re beginning to think Tony did this on purpose.
You’re halfway out the door, mask in hand, when Aunt May intercepts you in the hallway, arms folded, one eyebrow cocked. “Off to see your little girlfriend?” she says, voice syrupy with mischief.
You roll your eyes. “She’s not my girlfriend, May. She’s a—um—colleague.”
“Sure, sure,” she says, stepping closer, her gaze sweeping over the new suit. “You know, if I didn’t know better, I’d say you’re trying to impress her.” She leans in, lips barely brushing your ear. “Just don’t do anything I wouldn’t do,” she whispers, then, impossibly, she palms your crotch through the suit, a squeeze so quick and firm you nearly black out. “Save some for me, hotshot.”
You’re pretty sure you stammer something, but you can’t remember what. She kisses your cheek, slow and lingering, before letting you go. “Have fun,” she calls after you, her laugh echoing down the stairs.
Avengers HQ is a gleaming, impossible space: all glass and steel and a permanent new building smell. You meet Kamala in the training bay, where she’s already bouncing on the balls of her feet, her smile so wide it makes your face hurt just looking at it. She’s wearing a form fitting dark grey training suit that emphasized her newly toned physique.
“Hi! Hi! Ohmygod, hi!” she says, waving so hard her whole body gets into it.
“I can’t believe I get to train with you. Like, actual you. I mean, I’ve watched all your YouTube highlights, but—wow. Sorry. I’m talking too much, right?”
You try to play it cool, but she’s infectious, all energy and earnestness. “Nah, you’re good. I’m just here to make sure you don’t break the building.”
She laughs, and you swear she actually glows a little. “I’ll try not to. Promise.”
You’re about to respond when the HUD flickers green. “Scanning,” it says, before popping up: “Cutie Alert.” You almost choke. You try to clear the notification, but it pops up again, brighter: “HFAP ENABLED.”
Your palms start to sweat. You can practically hear Tony cackling from beyond the grave.
“Engage Xray Mode?” the HUD asks, and before you can say “Oh god, no,” your vision glitches. Kamala’s form pixelates, hazes, and then—her suit vanishes, replaced by a full, high-res render of her actual body.
You see everything. Her breasts, fuller than you expected, her stomach is slim and toned.
Kamala is talking, totally oblivious to the fact that the spidey suit has just done a full-body scan of her and uploaded it to your retinas. “I’ve been training, like, all summer for this,” she’s saying, bouncing on her toes, which does things to her chest that you try—heroically—to ignore. “I really want to make the team, you know?”
You try to focus on her face, but the xray mode is making it really hard. “Yeah,” you stammer, “I can tell. You, uh, look great. I mean, strong. Very strong.”
She stops, blushing, and for a second you think maybe she knows. “Thanks,” she says, softer, all the bravado draining out of her voice. “I, um, guess I’ll go put on my combat suit? The real one?” She points to the changing rooms. “Be right back, okay?”
You nod, and as soon as she’s gone, you start frantically stabbing at the wrist panel. “Settings,” you hiss. “Disable Xray. Disable HFAP. Disable—” The suit doesn’t budge. You can feel the failsafes smirking at you. Somewhere, a dead billionaire is giggling into his scotch.
Kamala’s back in two minutes, hair tied up, her body sheathed in her new Ms. Marvel suit that hugs her in places you don’t want to think about.
You brace yourself, but the HUD doubles down: “Scanning,” it purrs. “Cutie Alert.” Then, before you can blink, the suit peels away her clothes again, overlaying her naked body in full 4K.
You’re pretty sure you’ve never stared at a person’s chest so hard in your life. It’s not even your fault—the suit refuses to let you look away. It’s like the world’s horniest autopilot, auto-focusing on Kamala’s breasts any time she so much as inhales. Which, in this suit, is all the time.
You try to keep your eyes on her face, but the HUD keeps popping up helpful diagrams and heat maps. You blink rapidly, praying she doesn’t notice, but she absolutely does.
“Peter?” she says, and you realize you haven’t answered her question. Or maybe even heard it. “Hey, Peter? Are you okay?” She steps closer, eyes wide, and you can feel your face go nuclear.
“Yeah! Yes. Sorry, just—uh, new suit. Lots of notifications. It’s like, you know, update season,” you stammer, trying not to stare at the way her chest rises and falls with each anxious breath.
She tilts her head. “You sure? It’s just that you were, uh, kind of… staring?” She bites her lip, and it’s suddenly clear she thinks you’re into her. Which, okay, maybe you are, but not like this. Definitely not with Tony Stark’s pervert software as your wingman.
You try to play it off. “Sorry, I was just… distracted.”
“Should we get started?” she asks, bouncing once on her heels. The movement does things to her body that you’re pretty sure violate several Avengers bylaws.
“Yeah! Yes. Absolutely.” You lead her to the training ring, desperately trying to keep your eyes above the neckline. “So, uh, what are you hoping to work on today?”
She thinks for a second, then says, “Grappling. All the YouTube videos say you’re the best at it.” She bites her lip, watching you, and you realize with a jolt that she’s flirting. Hard. “I figure, if I’m gonna wrestle bad guys, I should probably learn from the best.”
You’re not sure if it’s the suit or just your own hormones, but your heart rate spikes so fast the HUD throws up a warning: “Cardiac Event Possible.”
“Right,” you say, and your voice comes out an octave higher than you intended. “Let’s, uh, grapple.”
The next fifteen minutes are a blur of limbs and laughter and the occasional accidental brush of skin. Kamala is strong—like, really strong—but she’s also quick, and her body is warm and pliant and somehow always exactly where you don’t expect it.
It’s honestly a miracle you don’t pop a boner through the Starkweave, but you manage. Kamala takes you down twice, which is technically cheating (she can embiggen her arms, thanks), but you’re too distracted to care. You’re about to suggest a water break when the HQ alarm goes off—blaring, angry, and so much louder than you remembered.
“ATTENTION: BANK ROBBERY IN PROGRESS AT 5TH AND LEFFERTS,” the AI yells. “ALL AVAILABLE HEROES TO THE SCENE.”
Kamala’s eyes go huge. “Oh my gosh. That’s us! Right? We’re the available heroes?”
You nod, already pulling on your mask. “First field test. No pressure.” You try to sound nonchalant, but your palms are sweating so much you’re worried the suit will short-circuit.
She’s grinning like a maniac, bouncing on her toes again. “This is the best day of my life.”
You both bolt for the exit, Kamala stretching her legs in literal, rubber-band bounds that leave you chasing her shadow. For a split second, you forget about the suit’s pervy settings, the way your brain has been short-circuiting, and just focus on the wind in your face, the city opening up below you as you swing out over the river.
Within 5 minutes you’re perched together on the edge of a downtown high-rise, surveying the chaos below. Three armored vans, two dozen cops, one blue-skinned mutant flipping cars for fun. Civilians scatter like M&Ms on a marble floor.
Kamala’s already limbering up, stretching her arms until they’re twice as long as normal. “You take left, I’ll take right?” she says, and you nod, not trusting your voice because your HUD has already xrayed her again.
“Let’s keep it clean,” you say, which sounds a lot less like a battle plan and a lot more like a personal plea.
She grins, then leaps, body elastic, arms swinging her into the fray. You follow, webbing through the smoke, a team of two against a small army. It’s almost too easy. Kamala’s powers are still raw, but she’s fearless, and there’s something about her that makes you reckless in a way you haven’t been since—well, since Tony.
An hour later, the mutant’s in cuffs (courtesy of your webbing and Kamala’s gigantic hands), and the street is a patchwork of overturned cars and busted hydrants. Kamala’s hair is frizzy, her face streaked with soot and pride. She runs off to change out of her Ms. Marvel outfit, which got ripped in the fight.
You’re about to slip away and call it a day when the familiar click of heels on glass draws your attention to the edge of the crime scene. You brace yourself.
Pepper Potts, in a white blouse and black slacks, arms crossed, hair pulled back in a smooth ponytail, surveys the destruction with the air of someone who sees messes like this as a personal challenge.
She’s… well, she’s Pepper, and you haven’t spoken to her in person since the funeral. Something in your chest twists, and you suddenly wish you were anywhere else.
She scans the wreckage, chin lifted, then fixes her blue eyes on you. “Peter Parker.” Her voice is exactly the same—steel cord wrapped in velvet. “Come here, please.” She gestures you over, and you go, because every cell in your body is conditioned to obey the CEO of Stark Industries.
“Ms. Potts,” you start, trying to keep your voice from cracking. “I just wanted to say—”
She steps closer, and you realize she’s not mad. There’s a softness around her eyes, like she’s been crying, or maybe just hasn’t slept in a year.
“Peter,” she says, gentler this time, “you did good. Tony would be—” She stops, swallows, and tries again. “He’d be proud. I’m proud.”
You nod, unable to answer for a second. There’s a lump in your throat the size of a golf ball. “Thank you, Ms. Potts. I—uh—miss him.”
She gives a little smile. “Me too.” She starts to say something else when your HUD flickers red.
“Cutie Alert,” it beeps, and you nearly choke. You try to dismiss it, but the suit is insistent: “Engage Xray Mode?”
You mash the “NO” button, but the HUD blinks and suddenly Pepper’s white blouse is rendered transparent, showing a perfectly detailed digital model of her breasts. You freeze. Your mind blanks. You try desperately to look away, but the suit’s face-tracking pins her in the center of your vision.
She’s still talking, oblivious. “We’re running a systems check at the lab tonight,” she says, “and I’d like you to drop by. Just so we can patch the suit and, you know, make sure it’s not…” Here she gestures at the wreckage, “malfunctioning.”
You’re still staring, and now you’re pretty sure you’re not blinking. She tilts her head. “Peter? Are you alright?”
“Yeah,” you croak. “Just—uh—new HUD. It’s… intense.”
She gives you a look that’s equal parts concern and amusement, then pats your shoulder. “Get some rest,” she says. “I’ll see you tonight.” She turns and walks away, and you’re left staring after her, the HUD still outlining the faintest suggestion of her bra.
Kamala bounces back to your side, cheeks flushed, hair wild. “Did you just talk to Pepper Potts?” she asks. “Is she as cool in person as she looks on TV?”
She’s changed into a tight dark green shirt that fits way too tight and the HUD immediately tags her with another “Cutie Alert” and her shirt disappears.
You try not to gawk, but she’s literally the only thing in your augmented field of vision. She’s talking—fast, excited, voice tumbling over itself as she recaps the fight, how you webbed the guy’s feet at the perfect second, how she’s never felt so cool, how she can’t wait to do it again.
You nod, trying to listen, but your eyes keep drifting down, and the suit’s x-ray overlay is now mapping out her abs, her chest, her everything, and you’re suddenly aware you haven’t blinked in like a minute.
“Peter?” Kamala’s voice cuts through.
You snap back to the present, Kamala’s round brown eyes waiting for you to answer a question you absolutely did not hear.
You nod automatically, and when she says, “Awesome, we can swing by my place on the way,” you’re too flustered to object. “My parents are out and, um…” Her voice drops to a conspiratorial whisper, “I have these snacks from Karachi that’ll blow your mind. Seriously. You haven’t lived until you’ve had real mithai.” she says, and your mouth moves on autopilot: “Sure, totally, food is my favorite.”
Which is how you find yourself, ten minutes later, in the world’s tidiest suburban kitchen, a riot of spice jars and fridge magnets and a hand-painted sign that says “Khan Do!” above the microwave.
“Okay, okay, taste test time,” she says, popping open a box and fishing out a cube of what looks like rainbow fudge. She holds it up to your lips, grinning. “Open wide, Spidey.”
You hesitate, just for a second, but she’s so earnest, so utterly herself, that you do. The sweet hits your tongue like a sugar bomb—pistachio and rose and something else you can’t name. You’re about to make a joke about mutant metabolism and sugar highs when the HUD flickers again, and bam, she’s totally naked before you.
You start pawing at the mask to tear it off, but Kamala looks at you, suddenly concerned. “Did I get it on your nose?” She leans in, dabbing at your upper lip with her thumb, and suddenly you’re hyper-aware of how close she is. The scent of her—warm, sweet, a little bit of cinnamon—floods your senses. She’s so close you can see the flecks of gold in her eyes.
The HUD flicks downwards and you can see her breasts, so close to your chest…
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
You rip the mask off, heart pounding, and Kamala laughs. “Whoa. You okay? Too much mithai?”
You nod, trying not to hyperventilate, and she pops another cube in her own mouth, licking the sugar dust from her fingers. “You’re so funny, Peter. I mean, you’re like, this big hero, but you’re also the most awkward person I’ve ever met.” She says it with a fondness you didn’t expect, and the way she looks at you makes your pulse rocket.
You try to steer things back to safe ground. “So, uh, do you do this with all your mentors? Feed them mystery candy until they pass out?”
She grins, a little bashful, but her eyes are locked on yours. “Just the cute ones.” She licks the mithai dust from her thumb, tongue darting, and you’re instantly, acutely aware that the suit’s not the only part of you in danger of overheating.
She takes a step closer. You feel your back hit the edge of the counter, her body heat radiating into your chest. “You know,” she says, voice suddenly quiet, “I used to have this huge crush on you. Like, embarrassing. And then when I met you, I thought it would go away, but…” She shrugs, her hair falling forward. “Turns out, nope.”
You want to make a joke, something about how heroes are supposed to be cool under pressure, but your mouth is dry and the words don’t come. Instead, you just stand there, heart thumping, as Kamala closes the gap between you. Her hand comes up, gentle on your cheek. “Is this okay?” she whispers.
You nod—tiny, desperate—and she leans in, lips soft and sweet, her mouth tasting of rosewater and sugar. It’s chaste, at first, but she kisses you again, firmer, and your hands find her waist, the curve of her hips under the soft cotton of her shirt. She sighs into you, a little gasp that makes your knees buckle, and then she’s pressing her body against yours, all heat and softness, her arms winding around your neck.
The kisses are gentle at first, but Kamala is not the type to let things stay gentle. She climbs onto your lap, straddling your thighs with a confidence that makes your heart cartwheel. Her hands are in your hair, tangling, tugging; her tongue darts out, teasing, tasting.
Kamala’s body is pressed to yours and her hips are grinding into you, and every thought you’ve ever had about being a superhero suddenly seems irrelevant.
She breaks the kiss, panting a little, her forehead pressed to yours. “My room?” she whispers.
You nod, because if you try to speak you’ll probably say something like “bazinga.”
She grabs your hand and pulls you up the stairs, two at a time, her grip fierce and warm. Her bedroom is a riot of color and Marvel merch: Captain Marvel posters, stacks of dog-eared manga, fairy lights strung haphazardly across the ceiling. There’s a homemade pillow shaped like a cat and a stack of notebooks with stickers all over them, and for a moment you’re overwhelmed by how perfectly Kamala this all is.
She closes the door behind you, then turns, eyes wide but determined. “Okay,” she says, “I’ve never done this before, but—” She stops, takes a breath. “But I really want to.”
You’re about to protest—something about taking it slow, or waiting, or not wanting to mess up—but she’s already walking towards you, fingers toying with the zipper of her training suit. “You can say no,” she says, suddenly shy again. “I mean, if you want to.”
You don’t want to. Not at all.
You step closer, hands finding her waist, and she melts into you, her mouth hungry and desperate against yours.
Kamala’s hands are trembling, but her eyes are clear—burning with an intensity that makes your skin prickle. She peels off her t-shirt, revealing a simple cotton bra, soft blue, the cups struggling to contain her curves. She hesitates, just long enough to meet your gaze, and then she’s pulling you down onto her bed, the two of you landing in a tangle of limbs and laughter and breathless kisses.
You’re so aware of every sensation: the brush of her hair against your cheek, the press of her thighs around your hips, the way her fingers dig into your shoulders as if anchoring herself to the moment. She unzips your suit with quick, eager hands, the Starkweave splitting open to reveal your chest, your stomach, the growing bulge in your boxers. She traces her fingertips over your collarbone, down your ribs, and you shiver, swallowing back a moan.
You slip your hands under her bra, cupping her breasts, and she arches into you with a gasp—her nipples already hard, sensitive. You run your thumb in slow circles, feeling the way her breath stutters, her hips grinding against your thigh. She’s so warm, so alive, and you’re suddenly, desperately afraid of ruining this—of being too rough, too eager, too much.
But Kamala is guiding you, her body communicating what her voice can’t. She unhooks her bra, tossing it aside, and you take in the sight of her bare chest—full and soft, her skin a deep, perfect brown. You kiss her, first on the lips, then lower, down her throat, across her collarbone, until your mouth finds her breast. You lick, gently, tasting her, and she sighs, cradling your head, her hand stroking your hair.
She pulls you back up, kissing you hard, and then she’s shimmying out of her shorts. She helps you peel them off, shimmies her hips, and you realize she’s wearing the world’s dorkiest Captain Marvel panties.
You laugh and take them so she’s naked beneath you—vulnerable and radiant and so, so beautiful. She pulls at your boxers, tugging them down, and you help her, your cock springing free, hot and heavy and aching. Her eyes widen, and for a moment she just looks at you, wonderstruck.
“Wow,” she breathes, and then laughs, the sound bright and fearless. “You’re, um, really proportional.”
You snort, and the tension breaks, and you’re both laughing as she wraps her hand around you, exploring, testing your length and girth, her thumb brushing over the head. You can feel yourself throbbing, pre-cum slicking her palm, and she seems delighted by the effect she’s having.
She strokes you gently, her hand so warm and careful, and you almost lose it right there. But Kamala has other plans. She gets down on her knees. Her eyes flick up, searching your face for any trace of doubt, but there’s only hunger in her gaze—and, okay, maybe a little mischief.
She wraps her hand around your shaft, thumb rubbing slow circles just below the head, and then she leans in, lips brushing the tip, tasting you. Her tongue flicks out, tentative and soft, and you shudder. She giggles, then licks again, savoring the salty-sweet mix of you, her breath hot against your skin.
She opens her mouth and takes you in, just the head at first, her lips plush and wet, her tongue swirling around you. You groan, hips bucking, but she steadies you with a hand on your stomach. She’s so gentle, so careful, like she’s memorizing every inch of you, learning how to make you gasp and moan and whimper.
She starts bobbing her head, taking you deeper each time, her mouth impossibly soft and warm, her cheeks hollowing as she sucks. The wet heat is overwhelming, and you can barely think, barely breathe, lost in the rhythm of her lips and the suction that tightens around the base of your cock.
She hums, a low vibration that travels through your entire body, and you have to bite your fist to keep from crying out. She pulls back, saliva glistening on your shaft, and grins up at you, so proud of herself. “Good?” she asks, voice hoarse.
You nod, unable to form words. She laughs again, delighted, and then dives back down, taking you even deeper, her nose almost brushing your skin. She gags, just a little, and you panic, but she just gives a thumbs-up, eyes watering, and keeps going.
Her hand works the part of you she can’t fit, twisting and stroking in perfect time with her mouth, and you can feel yourself building, the pleasure mounting and mounting until you’re right at the edge.
NOTE: Lifetime Member's bonus version of this video includes a messy facial finish.
Click here to upgrade to Lifetime Membership!
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
“Kamala,” you gasp, “I—I’m gonna—”
She pulls off, and smiles, her lips shiny. She lies back on the bed.
You reach down, caressing her thigh, her hip, the soft curve of her belly. You find her clit, swollen and eager, and stroke it gently, watching her face twist with pleasure. You slip a finger inside her, then two, and she’s so wet, so ready, the muscles of her pussy clenching around you. She’s panting now, her back arching, legs trembling.
“Peter,” she whispers, voice urgent, “Come inside of me.”
You line yourself up, the head of your penis against her, and the heat is unreal, the head of your cock throbbing against the slick, swollen lips of her pussy.
Kamala is trembling, her whole body taut with anticipation, her eyes locked on yours. You push forward, just a little, and she gasps—a high, startled sound that turns into a hungry moan.
You pause, searching her face. “Is this okay?” you whisper.
She’s nodding, so hard her hair falls in her eyes. “God, yes. Please, Peter.”
You push in, slow, gentle, feeling her stretch around you, her body yielding and impossibly tight. The sensation is electric—a warm, wet clench that nearly unmans you right there. Kamala lets out a sharp, desperate whimper, clutching your biceps, her nails digging crescents into your skin. You move slowly, giving her time to adjust, but she’s already rocking her hips, urging you deeper.
You bottom out, your hips flush against hers, and you hold there, savoring the heat, the impossible, perfect friction. Her legs wrap around your waist, heels pressing into your lower back, pulling you closer, deeper. She’s so wet you can feel her juices coating your cock, slick and sweet, and the sound of your bodies moving together is obscene, primal.
You start to move, slow at first, each thrust careful, deliberate, watching her face for any sign of discomfort. But all you see is need, hunger, delight—her mouth open, her eyes glazed, her whole body vibrating with pleasure. She meets you thrust for thrust, her hips rising to meet yours, her hands locked in your hair, her breath hot against your ear.
“God,” she moans, “you feel so good. I never—oh, fuck—never thought it would feel this good.”
You kiss her, messy and desperate, tasting the sweat on her upper lip, the salt and sugar of her skin. She bites your lower lip, then kisses you hard, her tongue exploring your mouth with the same intensity your cock is exploring her.
You angle your hips, searching for the spot that will make her come undone, and when you find it—when your cock brushes against the sweet spot inside her—she cries out, her nails raking down your back. Her pussy clamps around you, a velvet vise, and she shudders, hair fanned out on the pillow, mouth open in a silent scream.
“Don’t stop,” she begs, and you don’t. You keep thrusting, your pace quickening, your balls tightening, the need building and building until you’re not sure you can hold on.
She comes first, her whole body locking up, her pussy pulsing around you, her hands fisting in the sheets. She’s chanting your name, a litany of “Peter, Peter, Peter,” and you can feel her orgasm shiver through her, every muscle in her body convulsing.
You’re so close, so close, but you want to see her again, see her shatter one more time. You reach down, thumb finding her clit, rubbing gentle circles as you fuck her. Her eyes snap open, wide and wet, and she whimpers. She bucks beneath you, her hips snapping up, and then she’s coming again, her whole body seizing, her cunt gripping your cock like a fist. She screams, high and wild, and you feel her orgasm ripple through her, wave after wave.
That’s it. That’s all you can take.
You pull out at the last second, stroking yourself, and you come—hard, harder than you ever have before. The first spurt hits her chin, the next her cheek, and then it’s everywhere: her face, her lips, her hair, thick, white ropes of cum spilling out in impossible volume.
You realize, distantly, it’s the suit—it’s Tony’s “upgrade,” the one thing you didn’t test. You’re coming so much you can’t breathe, the air thick with the scent of sex and ozone.
Kamala is laughing, delirious, her face glazed with your cum.
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
She scoops a glob off her cheek and licks it from her finger. “Holy shit,” she says, “is this a spider thing? I feel like this is a spider thing.”
You’re about to make a terrible joke, but then the front door slams. There’s a clatter, the sound of keys hitting the counter, and a voice—Kamala’s mom, all business and volume—calls out from downstairs. “Kamala! I’m home! Are you upstairs?”
Panic detonates in your chest. Kamala freezes, her eyes darting to the bedroom door, which is—of course—wide open. There’s a splatter of cum on her chin, her chest, her pillow. You’re naked, your suit half-on, mask dangling off the bedpost like a drunken bat.
“Shitshitshit,” Kamala breathes, scrambling to grab a tissue, dabbing at her face with trembling hands. “Help me!” she hisses, and you lurch upright, nearly tripping over your own ankles as you grab your boxers and try to hop into them one-legged. Your cock is still semi-hard and glistening, and you’re pretty sure you just left a snail trail on her comforter.
You hear footsteps on the stairs. Kamala yanks her Captain Marvel panties off the floor and shoves them under the bed, then grabs your suit and thrusts it into your chest. “Bathroom!” she mouths, but the door’s on the far side of the room and the footsteps are getting closer.
You yank the suit up, but it sticks on your calves, the Starkweave refusing to cooperate in your hour of need. Kamala is frantically scrubbing her face, but the cum is sticky, stubborn, and there’s a glob in her hair that refuses to come loose. You lunge for her desk, grab a wad of tissues, and try to help, but instead you just smear it around, painting her cheek with a pearly streak.
“Oh my god oh my god oh my god,” she whispers, eyes huge. “She’s going to kill me. She’s going to kill you, then me, then bring you back to life and kill you again.”
You’re about to suggest hiding in the closet when Kamala’s eyes light up. “Window,” she says, and before you can protest, she’s hauling you upright, shoving the mask into your hand. The Starkweave finally snaps into place, but you’re wearing it backwards, the logo on your ass.
The door handle rattles.
Kamala throws open the window, shoves you onto the sill, and hisses, “Go!” You hesitate, just for a second, and in that second she kisses you—hard, desperate, her lips still tasting of you. Then she pushes you, and you tumble out, clinging to the siding as the door swings open behind you.
You’re not sure how long you crouch on the neighbor’s roof, catching your breath and trying to scrape the last of Kamala’s perfume from your memory. Your pulse is still hammering, and you’re so high on post-orgasmic adrenaline you can barely focus on the city skyline. You just want to go home, faceplant into your pillow, and—if you’re lucky—dream about literally anything other than x-ray overlays and the taste of rosewater on Kamala’s lips.
You’re halfway through composing a text to her—something witty and a little apologetic, “Sorry for the window thing, hope your mom didn’t see my butt lol”—when your HUD pings again. This time it’s a calendar alert, burning red in the corner of your vision: “1800 hours – Stark Labs. Debrief with Pepper Potts.”
Shit.
For a moment you contemplate just… not showing up. But that’s not you, and it’s definitely not what Tony would have done, so you sigh, wipe the sweat from your brow, and swing out over the rooftops, heading uptown as the sun sets in a blaze of orange and gold.
Pepper’s new place is exactly what you’d expect: all glass and steel and perfectly manicured hydrangeas. The elevator recognizes you and zips you straight to the penthouse, where the doors open onto a kitchen bigger than your entire apartment.
She’s waiting at the island, rolling pasta dough with a kind of meditative focus. You hover in the doorway, feeling like you’ve just broken into a museum.
She looks up, sees you, and smiles. “Peter.” Her voice is softer than this morning, all the edge sanded off. “Come in, please.”
You step inside, mask off, the suit zipped down to your waist. The whole place smells like garlic and lemon and faintly of ozone, or maybe that’s just you. Pepper gestures at a stool, and you sit, suddenly aware that your hair is a mess and your lips are probably still swollen from Kamala’s kisses.
“I hope you’re hungry,” she says, scooping fettuccine into a bowl. “You look like you could use a meal. Or five.”
You’re about to protest, but your stomach betrays you with a growl that echoes off the marble countertops. She laughs, sets a bowl in front of you, and pours two glasses of sparkling water. “Eat,” she says, and you do, shoveling pasta into your mouth with abandon. It’s the best thing you’ve tasted in months.
For a while it’s just the sound of forks, the clink of glasses, the city humming below. Pepper watches you eat, her eyes kind, and for a moment you let yourself believe that things could be normal.
Then she sets her glass down, folds her hands, and says, “Tony would have loved to see you today.”
You freeze, fork halfway to your mouth.
She smiles, a little sad. “He was always so proud of you. Not just the superhero part. The person you are.” She looks away, blinking fast. “I miss him. Every day. But seeing you—” She stops, swallows. “It helps a little, you know?” She laughs, but it’s brittle. “I guess I’m just grateful. You make it easier.”
You set your fork down. For a second you don’t know what to say, because every word that comes to mind sounds like a Hallmark card or a eulogy, and you don’t want to make her sadder. You want to help, to fix, to be useful.
“I miss him, too,” you say, and it’s true. “I think about him all the time. Like… every time I make a decision, I hear his voice in my head. Sometimes I think he’d tell me I’m an idiot.”
Pepper laughs, for real this time, and the sound is warm, a little teary. “He probably would.” She stands, walks to the window, looking out over the city. “But he’d also tell you he’s proud. He left you that suit because he trusted you, you know. Not just with the world, but with yourself.”
You watch her, silhouetted against the skyline. She looks so small from behind, fragile. You want to go to her, say something that would make everything okay. Instead you just sit there, because you’re still not sure you’re allowed to move in this house of glass and memories.
She crosses the room and stands over you, hands on her hips, looking at you like you’re a puzzle she’s been dying to solve.
“Do you want to know a secret?” she says, voice dropping. “Tony never really finished anything. Every project was a prototype for the next one. But he said the suit he left you was the closest he ever got to perfect. He said it was his legacy.” She leans in, so close you can smell her perfume—citrus and steel and a little bit of sadness.
You nod, not trusting yourself to speak.
She reaches out, traces her finger down the line of your jaw. Her nails are cold and electric on your skin. “You’re not a kid anymore, Peter,” she says, and suddenly you’re aware of every inch of your body, the way the suit clings to your chest, the way her gaze flickers to your lips. “You’re the only one left who reminds me of him.”
You don’t know what to do with your hands, so you grip the countertop, knuckles white. “I—uh—don’t know what to say.”
She laughs, low and sad and a little dangerous. “You don’t have to say anything.” She leans in, her mouth inches from yours.
You blink, and then her lips are on yours—soft, insistent, tasting faintly of lemon zest and grief.
You freeze, lips pressed against hers, mind a tangle of panic and want and the ghost of Tony Stark, arms folded, somewhere in the back of your head, watching with a raised eyebrow. What the hell are you doing? This is Pepper. This is not just any woman, not a hookup, not a “training session.” This is Tony’s wife. Pepper Potts. CEO of Stark.
Pepper pulls back, her eyes searching yours for a reaction. There’s a question in her face, but you don’t know how to answer it. You’re still gripping the counter as if it’s the only thing keeping you from floating away.
She smiles, a trembling thing, and her hand lingers on your cheek, thumb brushing the corner of your mouth. “Sorry,” she murmurs, but she doesn’t move away. “I just—I needed to feel something alive. I hope that’s okay.”
You want to say something comforting, something that would make sense of what just happened, but your body is ahead of your brain. Your hand covers hers, holding it in place, and you nod. “It’s okay. It’s more than okay.”
She laughs, and the sound is relief and exhaustion and maybe a little bit of hope. “Good,” she says, and then she kisses you again, deeper this time, her tongue flicking against your lips, tasting you as if trying to memorize every contour. You kiss her back, the guilt and the heat rising in equal measure, and when she presses her body against you, you feel her heartbeat hammering in time with yours.
She pulls back, breathless, and her eyes are glassy. “Maybe we should—” you start to say, but shes doesn’t let you finish. She kisses you, desperate and hungry, and melts into you, her hands sliding up your chest, fingers digging into the fabric of the suit.
You’re both trembling, both a little lost, but the momentum is unstoppable now. She tugs at the zipper, peeling the suit down your arms, exposing your torso to the cool air. Her hands roam, exploring the lines of your shoulders, your ribs, the flat of your stomach. It’s clinical and reverent at the same time, as if she’s cataloguing the ways you’re different from Tony, and the ways you’re not.
“Take it off,” she whispers, and the words short-circuit your brain. You fumble with the rest of the suit, shoving it down past your hips, your boxers going with it. You stand naked in the kitchen, your cock already half-hard, and she laughs softly, shaking her head.
“Tony would have loved this,” she says, voice thick with amusement. “He would have thrown a parade just to see you blush.”
You cover yourself, instinctively, but she reaches out, wrapping her fingers around your cock, and you nearly topple the pasta bowl off the counter. Her grip is firm, assured. She strokes you, slow and deliberate, her thumb tracing the ridge beneath the head.
You gasp, unable to look away from her. “Pepper, I—” you start, but she shushes you, her lips on your neck, her breath hot in your ear. “Don’t overthink it. Just let go.”
She guides you backwards, out of the kitchen, through the glass corridor to her bedroom—a space so immaculate it feels like a showroom, all white linen and brushed steel and a wall of windows framing the city in dusk. She closes the door, turns the lock, and leans against it, eyes raking over your nakedness. Her smile is shy and sharp all at once.
“Is this where you seduce all the Avengers?” you joke, voice barely above a whisper.
She snorts, shaking her head as she steps forward. “No, Peter. Only the ones who remind me how to breathe.”
Pepper peels off her blouse, slow and deliberate, her hands trembling just a little. She’s wearing a white lace bra, elegant and simple, the kind of thing you only ever saw in department store ads or on statues in museums. She unhooks it, letting it fall, and her breasts are smaller than May’s, but perfect, her nipples a delicate rose, her skin pale and dusted with freckles. She stands there for a moment, letting you look, letting you want.
You want. God, you want.
She shrugs off her slacks, her panties matching the bra, then slips those off too, stepping out of them with a practiced grace. She’s all angles and softness, muscle and memory, and when she closes the distance and presses herself against you, you feel every inch of her—warm and alive and trembling.
Her kisses are different from May’s or Kamala’s, hungry but not desperate, slow and careful, savoring. She urges you onto the bed, climbs onto your lap, wraps her legs around your waist and grinds against your cock until you’re throbbing, so hard you think you might explode. Her hands are in your hair, on your face, tracing your jaw, memorizing you.
“Tell me if you want to stop,” she whispers, and you laugh, a nervous, giddy sound. “I never want to stop.”
She eases you onto your back, straddles you, her hair tumbling forward in a sheet of copper and gold. She holds your cock, lines it up, and sinks down on you in one slow, measured motion. She’s warm, so warm, and tight, her pussy gripping you like a velvet fist. She gasps, eyes fluttering, and for a second she just sits there, impaled, her hands on your chest.
“You okay?” you whisper, stroking her thighs, her hips, her belly.
She smiles, a little glassy. “It’s been a while,” she admits. “But I’m really, really okay.”
She starts to move, rocking her hips, riding you with a rhythm that’s all control. She leans down, kissing you, her tongue slow and deep, her breath hot in your mouth. She sets the pace, slow at first, building, her body rolling over you in waves. Her breasts bounce, nipples brushing your lips, and you suck them, gentle at first, then harder, and she shudders, clenching around you.
You lose yourself in her—the taste of her, the scent, the way she moves, how she comes apart in your hands. The way she rides you is so measured, so precise, it’s like she’s been planning this for years—maybe she has. She grips your shoulders, her nails biting into your skin, her hips circling, driving you deeper and deeper. Every time you thrust up into her, her face contorts with pleasure, her mouth falling open, her whole body shuddering.
You can feel her getting closer, the way her breath falters, the way her pussy tightens and pulses around you. She’s gasping your name, her voice breaking, her body trembling as the first wave hits her. She throws her head back, hair fanning out, and for a second she’s incandescent, every muscle in her body taut as a bowstring. You hold her hips, fuck up into her, relentless, and she screams, her orgasm ripping through her, her cunt milking you for everything you’re worth.
You flip her over, rolling her onto her back, and she squeals, surprised and delighted, arms flung wide on the immaculate white sheets. You kneel between her legs, grab her ankles, and push them to her chest.
You drive into her, hard, and she meets you thrust for thrust, her pussy slick and hot and gripping you like it never wants to let go. She’s still coming, little aftershocks making her spasm and buck beneath you, her hands clawing at the sheets.
You fuck her like that, deep and fast, until you’re right at the edge. She knows, she can see it in your face, and she grins, wild and beautiful, and says, “Do it, Peter. Come for me.”
The words are an electric jolt, and you pull out at the last second, jerking yourself over her chest, her neck, her face.
You come harder than you thought possible, thick ropes of cum splattering across her, streaking her cheeks and lips and the soft hollow of her throat.
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
She laughs, breathless, wiping a glob from her eye and smearing it across her jaw. “Jesus,” she says, “Tony would have loved that upgrade.”
You collapse next to her, spent and shivering, and she pulls you close, her head on your shoulder, both of you sticky and tangled in the sheets. There’s a long, perfect silence, the city humming quietly beyond the glass.
Then, from somewhere in the apartment, you hear a soft, insistent beep.
“Upgrade complete,” says the familiar, smug voice of Tony’s AI, and you both start laughing so hard you can barely breathe.
You don’t bother getting dressed. You just lie there with her, watching the sky turn from blue to purple to black, feeling the weight of the world lift, just a little, from your chest.
It’s late when you leave, slipping quietly out onto the terrace, the suit wrapping you in its lemon-lime embrace. The city is alive below, lights shimmering, the air crisp and clean. You swing home on autopilot, mind buzzing with everything and nothing.
When you crawl through your window, Aunt May’s light is thankfully out in her room, because you’re not sure you could handle yet another session again tonight. You collapse on your bed and your heart is confused, but happy.
You think about what you want to text Kamala, but before you can reach for your phone, you’re already softly snoring.
As you sleep, a reminder pops up on your lock screen: "3PM: Coffee with America Chavez (New Recruit?)"
TO BE CONTINUED...
Lifetime Member Exclusive 5K Scenes
The Lifetime Member exclusive videos and artwork below include a messy facial finish for Kamala's blowjob, in an alternate universe where Peter didn't quite stop her in time!
Members get full access to the uncensored 2K video: Join today >>
Note: this is a large file. Wait for it to load or download to avoid lagging. Click the full-screen icon to resize to your screen.
