This is all fictional, everyone is eighteen or over the age of eighteen, and hope you enjoy.

Characters: Aunt May (Marisa Tomei), Peter Parker/Spider Man (Tom Holland)

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Peter stood there not knowing what to do or say as he tried to cover his cum covered and hard cock. He loved the sight of nude Aunt May and this made him harder and he could see her looking at his cock licking her lips.

Aunt May approached Peter in the closet, and she closed the door behind her. They were both standing nude in the closet smell of sex. Aunt May then reached down and started to stroke Peter's cock and she then kissed him.

All of a sudden Peter eyes began to open, and he groaned in annoyance that he had dreamt of spying on Aunt May. Peter laid in his bed trying to fall back asleep, but he could not, so he decided to jerk off.

Peter was already ready hard from both of his wet dreams and his cock was covered all the way with his creamy cum. Peter looked up porn on his phone and he could help to click on a video where a porn star looked exactly like Aunt May. Peter pumped his cock as the porn star was getting fucked by twenty guys.

Peter was close to cumming, when all of a sudden Aunt May knocked on his door, "Peter are you awake." Peter threw his phone under his pillow and covered himself with his blanket. Aunt May entered the room wearing a robe and Peter saw her nipples poking through along with her nice cleavage.

"Oh good your up, it's almost twelve o clock, I thought you had overslept." Aunt May said looking at the seminude Peter. "Come on sleepy head, I have breakfast on the table." Aunt May said as she kissed Peter on the cheek.

As she left the room Peter watched how her ass moved and once, she was out completely Peter removed the blanket and jerked to the image of Aunt May in her robe. Peter came long and hard as his cum spurted everywhere, even reaching his mouth. He was surprised at how sweet he tasted and how sticky his cum was.

Peter hurried and cleaned himself up and went into the kitchen. Aunt May was sitting down watching tv while eating a banana, just like she was in Peter's dream. Peter ate his breakfast while watching at how Aunt May took the banana all in her mouth.

Peter finished his breakfast and went to get his bag and he kissed Aunt May goodbye. Peter looked up and saw that Aunt May was looking at him weirdly and he looked down and he saw that he was wearing only his underwear and both his cock and balls were hanging out. "Sorry Aunt May I'm in a hurry." Peter said while blushing and rushing quickly into his room to get some pants.

"It's ok Peter, I understand." Aunt May said licking her lips seeing how big and thick Peter is. Peter returned back, kissed Aunt May, and he rushed out the door and headed to the roof of the building. Peter quickly got changed into his Spidey suit and he decided to wear nothing under the suit, since it was boiling outside.

Meanwhile Aunt May had the house to herself and she disrobed revealing her tone and mature body. Aunt May did some cleaning and she then open the curtains and got ready to do her yoga. Aunt May loved to tease her neighbors, especially the horny group of boys that would watch her through a telescope. She oiled her body up and did her breathing exercises which really enhanced her perky breast. Aunt May then got into many different yoga positions, which showed off her body.

Aunt May felt relaxed and satisfied, knowing that she help get some boys off. While closing the curtain Aunt May blew a kiss to the boys watching and winked at them. Aunt May then showered off and took a nude nap in her bedroom with the windows and curtains open.

As Peter swung his way through the city, he loved the feeling of going commando under his suit. Peter made his way through Central Park and saw all the beautiful girls sunbathing in the open. Peter stroked his cock watching all the different kinds of tits being in the open. Peter was about to cum, so he began to swing his webs and he came over many girls as he swung.

After a long day of fighting crime and jerking off Peter decided to return home and when he swung by Aunt May's window, he saw her laying in her bed fingering herself. Peter got onto the fire escape as quietly as he could and watched as his aunt pleasured herself.

Aunt May fingered and rubbed her clit in a very fast motion, nothing caring that she was very loud that the whole building could hear her. She stuck all of her fingers in her wet pussy and fucked herself. With a rub of her clit Aunt May came wildly and she screamed and panted as the pleasure rode through her body.

Peter felt his precum soaking through his suit and rushed into her room. "I heard a scream coming from here, is anyone in danger." Peter said changing his voice so that Aunt May would not know it was him.

Aunt May was startled a bit and she covered herself with her arms, but she was still filled with lust and put on a show. "Well no, but I think you can help me with a problem." She said as got up and crawled to Spiderman on all fours.

"I think I have something that will help with your problem." Spiderman said as he opened the opening of his crotch and his semi hard cock popped right out. Aunt May licked her lips and started to jerk his creamy cock off. She then took his cock in her mouth and Peter moaned loudly as Aunt May's warm mouth covered his cock.

She worked his cock with skill and Peter could not hold back his moans as it filled the room along with Aunt May's own moans. She then took Peter's cock all the way in her mouth, which drove Peter over the edge. Peter's creamy seed coated Aunt May's mouth and throat and she kept on sucking on his cock.

"Mm you web is very sweet and sticky." Aunt May said as she walked over to the bed and motioned Spider Man to join her.

Peter joined Aunt May and began to finger and tease her clit. He loud the moans that Aunt May was making, and he wanted her to beg him to fuck her. So, Peter kept teasing and denying her pussy of cumming and this drove Aunt May wild.

"Fucking giving it to me." Aunt May yelled through her moaning. With the sound of this Peter thrust his whole hand into her soaking tight pussy. As he worked his way into her pussy, he sense her muscles twitching and continued to fuck her with his hand. Aunt May came hard on his hand and her juices soaked Peter's mask.

Once Aunt May had recovered, she whispered in Peter's ear "FUCK ME HARD". Peter's cock grew harder and Aunt May saw the excitement in him. Aunt May then bend her ass so that Peter's cock could fill her all the way. As Peter enter her wet pussy, he moan at how tight and warm she was. It also it drove him wild that he was fucking his aunt.

Aunt May cursed as Spiderman's huge cock stretched her pussy open. Once Peter was entirely in in her pussy, he fucked Aunt May like crazy. He thrusted in and out with a crazy pace and Aunt May was able to keep up with him. Aunt May was about to cum, but she then motioned Spiderman to fuck her asshole.

Peter was caught off guard at how wild Aunt May was and he plunged his cock right into her ass. Aunt May yelled and screamed in pain and pleasure as her ass was being fucked. She rubbed her pussy as her asshole was stretched open. She came fast and squirted all over the sheets.

Aunt May laid on her back and played with her tits as the orgasm went throughout her body. Peter watched his aunt and he wanted her even more. Peter then enter Aunt May's pussy and went to town on her.

Both Peter's and Aunt May's moans of pleasure filled the room and everyone outside could hear them since the window was open. As Peter fucked Aunt May she came three more times on Peter's cock, and she was clay in Peter's hand. Peter also loved staring Aunt May in her eyes as he fucked her with his mask on.

Peter's Spidey senses began to tingle, and he knew that he was going to cum. As Aunt May came again, she told Spiderman to cum in her. The idea of cumming deep in Aunt May drove him crazy and fucked her harder and harder.

With a final thrust Peter let out a loud moan and came deep in her pussy. His seed painted the insides of Aunt May's pussy and force of it made Aunt May shiver with pleasure.

Peter let every drop of his cum drain in her pussy and when he pulled out a stream of cum soaked the sheet. Both Aunt May and Peter laid in bed recovering from their workout.

Aunt May rubbed her pussy with Spiderman's sticky webs and she then cleaned up his cock by deepthroating him. Peter moaned as her warm mouth engulfed his semi hard cock.

Peter was still recovering from his orgasm and let Aunt May work his cock and he surprising came again in her mouth. Aunt May laughed in how much fun she was having, and she was going to give Spiderman a kiss.

Peter mind was still on fucking Aunt May and he had let his guard down. Aunt May lift his mask to his lips and kissed him with the cum still in her mouth. She then took the mask completely off of his face.

She continued to kiss his as he fondled her breast and she then pulled away for a breath. With shock, horror, and a bit excitement Aunt May realized that she had fucked Peter, who might be Spiderman.

Peter was hoping that he could get the mask back on, but he was wrong.

"What in the fucking hell!!" Aunt May yelled as she quickly got off the bed and tried to cover herself with her hands.

To be continued?

The End