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It started out with a fight. She was in Las Vegas, looking for Ben Reilly, had found him fighting a supervillain, and had tried to join in before getting knocked across a city block. She landed spread-eagled on a wall, looked straight up along the massive solidity of the building, and felt her heart begin pounding. Really pounding. A rush of tingling heat swept through her and made the tips of her tits tingle and throb inside her bra.

She felt her pussy lips swell and pulse and want inside her panties. She could feel her sex squirm and writhe wetly from the depths of her ovaries to the tip of her clit. She pressed the soft length of her full body against the coolness of the stucco and let out a small moan.

The breathtaking tingles were getting worse and worse. It was as if some dread force had crept into her being and was taking control of her.

It made her want to do irrational, unheard-of things. It made her feel emotions she knew the rest of her was quietly in fear of. And she knew the strange, scary, wondrous sensations rippling through her young body were responsible for the way she'd acted around Peter. Her wonderful, perfect, taken mate.

She was a full-grown woman, all right. The throbbing in her firm breasts and the tingling of her wet pussy told her that.

The way Ben looked at her through his mask told her that, too.

Cindy closed her eyes and drew forth an image of him—he could not be that different from his ‘brother’ Peter. And if his cock was anywhere near the same size as the tool that Mary Jane Watson had laid claim to…

She moaned softly again and cupped her twat tightly with her hand, feeling it throb and tinge unbearably. Then she heard a soft voice come over the stucco wall that topped the building, and her heart pounded like a jackhammer.

“It’s okay, I got him.” Ben was on the ledge she was right under, and she could just picture him cupping his hands around his mouth and calling out to her. Although she did picture him naked as he did it.

She neatly leaped up to the lip of the guardrail he stood at. Her round buttocks flattened and slid against the wall as she went up and turned and bellied over the top of the railing, and her full tits nearly spilled from her bra.

She looked down at him again and smiled back happily. She didn't know why she felt so excited and tingly. Was it Ben who made her heart flutter and her pussy twitch damply, or was it just the prospect of having Spider-Man again, in any way she could manage?

She didn't care anymore. Real or imaginary, she just wanted the same sort of connection that she’d had with Peter. She gave a final push and swung a trim leg up and over, feeling her pussy spread wide. With her front to the wall, she began lowering herself. She felt his hands on her thighs, strong and firm, as he helped her down.

Her breasts scraped along the wall, and the nipples burned inside the thin cups. His hands shifted to her asscheeks, and she gasped with the sensation as her weight bore against his open, cupping palms.

A thumb went between her thighs as she wriggled down the wall. It slipped into her deep, soft asscrack and then lodged right under her crotch.

"Ohhhhh, Ben..." she gasped.

"I've got you, Cindy—come on, let go, I've got you," he puffed, planting his feet firmly, resting the side of his face against her firm buttock. He must’ve thought she was stunned—he could not have guessed at the truth.

Cindy glanced down her front. She saw his thumb sticking out from between her thighs like a short prick. She felt the way it pushed the material of her costume right into the sweet, slippery gap between her pussy lips.

The sensation was unbelievable. She felt her whole belly surge with warmth and squirming. She felt as if she could just squeeze her thighs together tightly around his thumb and wriggle her ass in his hands until something wonderful happened.

She slid down the wall. Her bra caught on a small protrusion of stucco, and she felt it lifting away from the bottoms of her tits. His hands slid up over her hips, pulling her bottoms terribly tight around her asscheeks and pussy lips. The bra lifted off her tits and made them spill free, pressing out into her skintight costume so her nipples could be seen, and then his hands were cupping them tightly as they staggered together to keep from falling over with her weight.

"It's okay, I've got you now!" he cried softly.

She felt his hands against her tits. She felt her back against his chest. She felt her buttocks snuggled against the front of his body.

"Ohhhhhh, Ben..." she moaned quietly, tipping her head back to look at him.

He was grinning innocently. Her moan made the grin go away. His lips quivered. She felt the beat of his heart suddenly as he looked down over her shoulder and saw where his hands were, how they were filled with her firm tits, only spandex between touching and feeling.

His fingers flexed, squeezing the flesh reflexively. "Cindy..." he gasped. "Oh, Cindy."

They both looked down. One nipple spiked redly between his fingers and throbbed. She felt a quick thickening through the bulk of his costume and hers, and it swelled into the deep crack of her taut ass.

"Cindy..." he gasped again.

"Ben—you're holding... you've got your hands over my tits!" Cindy gasped.

"Yes, I do," he said stupidly.

"Ohhhhhhh, don't... let me go, Ben! Ohhhh..."

He gasped heatedly against the back of her neck and the side of her face, and she could feel him tremble as much as she was, his fingers still squeezing and kneading her heated flesh gently.

"Ohhhhhh, Cindy—they feel so good! So firm and full! God, how I've wanted to hold you against me like this, you don't know!"

"Ben, you don't know what you're doing to me!"

"What, Cindy? What am I doing to you? Tell me!" he gasped. "Oh, God—if you only knew what the feel of your sweet body is doing to me!"

"I can feel it, Ben!" Cindy gasped, moaning when she couldn't help the way her tight, full ass cheeks clenched spastically around the thickening lump of his cock as he pushed against her back. "Let's go inside. I think this place is a hotel."

“Who the fuck cares?”

***

As they went into the room attached to the balcony, Cindy felt her cunt spasm. She felt as though she were a bride and Ben was her groom. That fantasy brought Peter to mind, but she clung to Ben's arm and rubbed up against him.

"I feel so hot and quivery," she whispered.

"Me too," he said, patting her ass.

When they entered the room, Cindy turned to him. She took a deep breath and moved into his arms.

"I wouldn't have missed this for the world," she said.

He slid his hands over her ass and drew her to him.

"Me neither," he said, and again she felt him tremble.

As they moved to the bed they kissed and his tongue coiled around hers. Cindy felt every nerve-ending in her body tingle with emotion. With Peter, she had felt like no man would ever make her feel this way again. Now, having loved and lost, the opportunity to return to that pheromone-scented wonderland made her want and appreciate it even more.

With a soft moan, she dropped to the bed and he crouched before her and ripped her costume away from her cunt. With a large hole now exposing her crotch, he bent over and kissed her ears and throat and cleavage.

Now she held his head against her tits and whispered hoarsely: "Fuck me, Ben."

"Oh, baby, am I ever going to," he said.

Her big tits jiggled as she sat up and he quickly clamped his lips over one of her turgid nipples. She lay her head back down as the waves of passion engulfed her.

He undressed and climbed into bed next to her. He tongued her tits and rubbed them with his big hands. She felt a little guilty about thinking of Peter while they made love. She shivered when he flicked his tongue over her hard nipples and moved a hand between her legs.

They both panted for breath and Ben muttered her name over and over again. He pushed her thighs apart and, moved his head down until his lips were an inch from her sex.

She squealed when he nuzzled her cunt and licked her clit. He rubbed his nose up and down her downy slit and tongued the deliciousness of her pussy.

She hissed with pleasure when he kissed her clit. She arched her back and brought her ass up off the bed. She grabbed hold of his hair and pulled his mouth more firmly against her.

She crashed through an orgasm when his tongue relentlessly swabbed her button.

He squeezed her tits while he devoured her. She raised her arms over her head and tore at her hair. And then she was coming again and her body was wracked with spasms.

She tossed her legs in the air and thrashed around wildly as the hot sensations took over her very being. When she regained her senses, Ben was climbing over her and dropping his prick over her face.

Shaking with excitement, she took his prick in her fist and sucked it into her mouth. She hungrily swirled her tongue over his bulbous cockhead and used her fingers to pump his shaft.

"Slower," he said, forcing her to release him. "Let's make it last a long time."

She controlled her lust and began making love to him slowly and gently. She let Ben fuck her mouth and she held her head perfectly still and relished the sensations.

When he stroked in her lips clung to his prick and when he pulled out her lips dragged over the heavily veined muscle. For the second time in her life, Cindy Moon’s mouth was crammed with Peter Parker’s prick and once more she ached to have more on her tongue and teeth and lips.

She had, in fact, spoiled Peter throughout the course of their relationship with the incessant hunger of her mouth, but she couldn't help it. Not that she didn't love to get fucked; she'd give anything for the hot, thick length of his hard cock buried to the hilt in her burning little pussy lips at that very moment. But there was something more passionately intimate in the tongue-licking and mouthing of his pulsating hardness that lustfully intoxicated her, to get down between his legs and caress his cum-bloated balls in her warm hands, to lick away that first pungent drop of his sweet-tasting cum with the tip of her tongue, to moisten her lips and slip them down over its hot, blood-swollen head, gradually sucking the thick length of it into her saliva-slickened mouth and throat until her nose brushed his pubic hair! And then, that insane moment of wanton ecstasy when he pumped his scalding sperm deep up into her mouth, half choking her as it flooded like liquid fire down her hungrily swallowing throat to boil passionately down in her belly below.

And now, she had it again.

She sucked feverishly and Ben let her.

He thrust in and out of her mouth and she opened and closed her legs and tossed her tits around. Don't take it away from me! she thought. She held his balls in her fist and spit his prick out. She licked his nuts and wetted them down with saliva. She took his dick back into her mouth and sucked so hard he forced her to release it.

He mounted her then and stuffed his prick into her raging cunt. She welcomed him lovingly, wrapping her legs around his waist and waiting for the assault she knew was coming.

Her cuntlips stretched wide as he thrust in and out in a corkscrewing motion. Her cunt boiled over quickly and she came, but he hung on until she came again.

"You fuck like a bunny," he gasped, straining as he finished up. “Not a spider.”

"One more!" she panted. "Just keep fucking me until I come one more time!"

He could tell that she was near a climax as she began scissoring her legs open and shut in time to his long, hard thrusts into her and he began ramming harder, impaling her asshole with his finger to excite her more. He heard her gurgling and gasping beneath him and he drubbed into her with all his strength.

"Oh, I'm cumming!" she gasped frantically. "Fuck harder. Oh God, Ben, fuck me harder, I'm ccuummmiinngggg!" She drew back her thighs tighter until the whole of her wide-stretched pussy was offered up to him to fuck into as hard as he wanted. Her slim ankles locked over his shoulders and her pelvis writhed beneath him in a jerking dance of wildly abandoned ecstasy. Her mouth slipped open, her unseeing eyes rolling up toward the ceiling.

A low, strangled scream suddenly forced itself from between Cindy's contorted lips and she screwed herself up on Ben's thickly ramming cock, locking herself to him with her thighs while her loins jerked spasmodically against his naked belly. A moment later, she collapsed limply beneath him on the bunk. She lay still, except for the last trembling of her vaginal muscles around his rampant cock. He thrust deep into her, then lay quiet until she regained her strength.

"Mind if I join in?"

Cindy gasped as she looked up in time to see the intruder step through the door. Then she grew even more shocked as she realized who it was. Standing over her was Kaine, another clone of Peter Parker.

She got over her shock quickly.

Cindy chuckled and kept a tight hold on Ben's hand. "Kaine, I believe you know Ben Reilly, your better half.”

Ben was not in the least embarrassed. He had a good-sized hard-on, too. His cock was wet. He smiled as if he were high, and in a sense he was. "Nice seeing you again, Kaine. Hope you’re not here to kill me. I could use some help in satisfying this voracious woman."

Cindy said: "I'm only voracious when I suck. I'm insatiable when I fuck."

Kaine walked to the bed. Cindy got up to sit on the edge and began opening his jeans. Her small fingers handled the belt and snaps and zipper with practiced skill.

Kaine was speechless as Cindy pulled his jeans down. He hadn't bothered putting on briefs. His big cock, trapped in his left pantleg, sprang up and out when it was freed.

Cindy cried happily: "Oh! What a beautiful cock! God, they should’ve cloned a thousand of you!"

Ben smiled wryly.

Cindy took Kaine's big cock in her gentle, yet greedy hands and pumped the skin slowly, sensually. "Ummm! It looks good enough to eat." She leaned forward and adroitly slipped his cockhead into her lush mouth. "Ummm."

Kaine stood rigidly, not quite believing this was happening. He gaped down at what Cindy Moon was doing. His cock hardened even more. He looked to Ben Reilly.

Ben winked. "She likes really big pricks." 

Cindy took her hot, wet mouth from Kaine's cock, "Do you want to fuck me while I finish the first course?"

Kaine blinked. But he was getting used to Cindy. "Yeah. Okay. If Ben doesn't mind."

Ben laughed. "Be my guest. That's not my favorite fuck hole, anyway."

Cindy climbed onto the big bed. She knelt over Ben's thighs and kissed his hard cock. With her bent over Ben, Kaine could see the rip in her costume, her wet cunt fully exposed.

She murmured to his cock: "Don't worry, baby. You'll be all hot and wet and feeling good in Mama's mouth again. Just a minute." She looked over her naked shoulder at Kaine. "Come on, Kaine. Get naked and get on and get it in!"

Kaine obeyed, quickly finished stripping. He saw he would be fucking her from behind, doggie-style.

Cindy's deep cunt itched for the feel of another big Parker cock. She asked Ben: "How much time to you have?"

He glanced at his watch. "Half an hour."

She nodded. To Kaine, she said: "Play with me any way you want. Get me hot. And get yourself hot. And then—don't hold back. Fuck me!"

He nodded. He moved up behind her and reached around for her large, hanging tits.

Cindy loved the feel of his big, strong hands on her tits. His big, stiff cock was nudging against her ass crack, poking at her crotch from behind, and teasing her sloppy wet cunt.

She kissed Ben's cock and slowly pressed her warm, soft lips over the tip. She growled with lust as she took his cock deep into her mouth. She laved her tongue over and against the cockhead and especially on the triangle of pleasure.

She groaned as Kaine pinched and tweaked her large, swollen nipples. She wished there was a way he could suck on her tits. Maybe later, after Ben left.

She took inches of cock to the root. Ben’s member was lodged in her throat now, throbbing hotly, as her palate and throat muscles spasmed on it. She gave up a few inches of shaft to take three quick, deep breaths. Then she forced her head down again to take his cock into her throat once more. Her sensuous lips worked hungrily on the root of his prick. Her small nose was pressed into his sparse brown pubic hair. Her tongue searched lower, seeking his cum-loaded balls.

Cindy wanted Ben to have a great climax. She wanted him to shoot his cum like a geyser. She wanted every drop of his jism.

Kaine was squeezing her full tits. His fingers sank deep into the soft flesh. Her hardened nipples dug into his palms. He was really getting into it now. His big thick eight-inch cock was dripping pre-cum onto her calves, smearing it against the beautifully rounded white cheeks of her ass.

She was squirming as she deep-throated Ben's pulsing cock. She wanted Kaine's cock buried in her cunt. She was almost to the point of telling him when his cockhead wobbled into the soft wet nest of her cunt lips. She cried out around the hard shaft of Ben's cock and pressed back against the lovely contact at her cunt.

At the same time, Kaine realized where his cock was and couldn't resist pressing forward. The combination of pressures rammed his cock into Cindy almost to the balls.

She groaned with delight and pressed back for the rest of the big long prick. But she didn't forget the cock buried in her mouth and throat. It was impossible to forget. Ben was getting close to coming. He was starting to writhe, to press his cock up tightly against her engulfing lips. He was keeping his cock buried. She could hear him breathing fast and hard.

She retreated for air and gasped: "Yes, Kaine! Fuck me! Hard! Fuck me hard! Slam it deep! Uhhh! Uhhh! Yes!"

Then she plunged her head to take all of Ben's jerking, rock-hard cock. He was close now! She sucked his cockhead with cleverly disciplined throat muscles.

Kaine hunched over Cindy's slim white back. His hands gripped her fat tits, mauling them as he fucked his long thick cock into her clenching slippery cunt.

Ben jerked his hips wildly. His face turned mottled. He panted hoarsely.

Cindy's lungs burned for air, but she kept his cock fully in her mouth and throat. She knew it was only a matter of seconds. She loved this moment. She wriggled her tongue in a welter of saliva against the total length of Ben's throbbing cock. Her upper throat muscles spasmed like a small, soft, clenching fist on his cockhead.

Ben groaned as if in agony. Cindy whimpered with joy and pleasure as his cum splashed into her throat. She was being taken from behind in the most pleasurable way as Kaine fucked everything he had into her.

Ben spurted cum wildly in her mouth. He bellowed like a wounded bull. He thrashed, on his back, rocking her head with strong jerkings of his loins.

Cindy was being jolted forward and up, as a huge cock plunged in her cunt to the hilt, and as another cock erupted with hot cum in her mouth.

She loved it! She clung to Ben's jumping hips and let him rock her head up and down, providing movement in her clinging, suctioning mouth as he continued to squirt thick cum.

She was about to climax, too! Kaine's wonderfully long, thick prick was making her cunt a golden sleeve. The pleasure suffused her small body. Her tits felt hot and tingly from Kaine's continual merciless squeezing and twisting. Her nipples felt like red-hot stones.

Ben pushed her greedy mouth off his cock. "That's enough!"

Cindy swallowed a mouthful of sweet cum and gasped. She scooped his softening cock into her mouth again and sucked the last drooling drops. She pressed her face into his cum-saturated crotch.

She grunted as Kaine entered his final, glorious moments of pleasure. He was fucking into her pussy, ramming to the limit, jolting her guts, spasming her womb, causing rolling internal shudders of ecstasy.

She quivered as Kaine gushed hot cum. She panted, moaned, and rubbed her cum-smeared face against Ben's swiftly shrinking cock. She wasn't satisfied yet. She suddenly pictured herself the center of an orgy--with Ben, Kaine, and Peter all using her at once! She would be taking a total of twenty-four inches of prick in her cunt, ass, and mouth!

Cindy wriggled back against Kaine's plunging, cum-spurting cock. She loved to make men cry out and pour their cum into her body!

“I’m through seeing you in this ugly costume,” Kaine growled, his gaze running over the torn crotch of her uniform. He reached for the top of her uniform, his strong hands gripping the two sides beneath her mask.

“Wait, I don’t have a spare!”

But he yanked, tearing the uniform open down to her wide belt. Her lovely tits pushed out, already free of the large bra she wore. He quickly unclipped her belt and almost tore it off. She wailed pitifully, but he just grinned and ripped the front of her uniform right to the hole Ben had made. Buttons flew off in all directions and Cindy screamed, her lovely body revealed as he tore her costume off.

“Now suck me,” Kaine grunted as Ben rammed his cock home between the gaping red cunt lips. Juices squished and flew as the hefty prick went into Cindy's twat.

Cindy obediently engulfed Kaine with her lips, groaning around a mouthful of turgid prick as Ben fucked into her. Oh wow! she thought. She could feel him stretching the oily walls of her cunt with sweet insistence.

Breath sucked into Kaine's flat belly. The girl was really getting off on Ben's cock! Kaine had never realized how two cocks could double his own pleasure. The excitement the girl was getting from having her needy snatch fucked full of Ben's cock was transmitted directly to the prick in her mouth!

Kaine's hips began to move of their own accord. He face-fucked the Asian with slow, easy strokes as Ben drove the last inch of cock home in the rolling, sopping cunt and grunted in satisfaction. God, she was tight! Her snatch seemed to be strangling Ben's prick with a noose of silk!

Cindy's mind swam in a delirium of lust. What had started as a desperate attempt to recapture lost love had now become just plain fun for the girl. The sensation of being fucked full of hard, strong, meaty cock at both ends was just too much! It gave her a feeling of fulfillment the likes of which she'd only found before in Peter's arms.

Just the thought of her first love made her cunt spasm with joy. Ben yelped in surprise, caught in the act of pulling his giant prick out of her pussy. "Holy shit," he muttered. This girl was making him feel like a randy adolescent. He hadn't been this hot in years!

Kaine's cock was caught in a constantly-moving erotic trap. Cindy licked his cock with her skillful tongue while her belly went hollow from sucking the lust-inflamed cock. His prick was alternately heated and cooled as Cindy closed her mouth and opened it to let her breath thrill along the entire sensitive length of his prick.

Faster and faster the clone invaded Cindy's sucking face. His hands were tangled in her dark hair. Her small hands were wrapped around the base of his cock.

Kneeling on the bed behind Cindy's rump, Ben was fucking Cindy harder with each stroke. The feeling of the resilient pussy parting for the onslaught of his cock, then closing softly behind it as he fucked out with a nasty sucking noise, was driving him crazy with lust. God, I'm going to blow my wad in seconds, he thought.

"Goddamn!" Kaine yelled, as a lunging thrust of Ben's prick drove Cindy's face down hard on his own cock. The swollen purple glans drove deep into Cindy's throat. Her gag reflex caught it, masturbating it just behind the cockhead.

The feeling of Cindy's throat muscles constricting his prick lit the fuse to the dynamite in his hairy, goose-fleshed scrotum. His hips jerked back and forth with a jack-hammer urgency as he fucked her willing face.

Cindy's hands were together, holding the driving prick steady as it went in and out of her mouth.

Her tongue spiraled constantly around the pistoning prick. Her vision clouded in a red haze of passion as Ben's wild fucking ignited her cunt. She was going to come soon!

Kaine's body tensed. The fuse had burned down and his balls were just about to explode.

In the last instant before coming off Kaine fired his webbing in Cindy’s face, giving her a mask of white. Then he buried his prick in her mouth and fired a long blast of jism down her throat.

Cindy choked and tried to struggle away. The icy chemical kiss of the webbing seemed to drag her back to earth. Jizz filled her mouth and spilled into her nostrils. She sneezed and gagged. The motions drove Kaine crazy.

"Yes, yes! Drink it up, baby! Drink it up! Drink up all my cum!"

His cock shuddered as his balls emptied themselves of their full, bubbling charge of sperm. Blinding lights flashed behind his eyes. He staggered back, his already-drooping cock drooling a trail of sperm across the girl's big teats.

Cindy collapsed onto her elbows. Her hips rotated as though mounted on ball-bearing, corkscrewing her slithering cunt on and off of Ben's big cock. The incredible friction on her clit was driving her to climax, oblivious now of the webbing covered her face and the tangy jism leaking out of her nose.

Ben's steel grip was locked on Cindy's tender buttocks. Sweat poured down into his face. He couldn't take his eyes off the carnal spectacle of his giant cock disappearing and reappearing in that brimming twat. The whole length of cock was slimed with clear, slippery honey from the girl's hungry cunt. And she was devouring him with the avid circular motions of her hips.

"Fuck me!" she cried. "Let me feel all your big cock in my pussy! Oh, fuck me blind!"

Ben did his best to oblige. Oh, Cindy! his passion fevered mind thought. "Oh, Cindy–Cindy--Cindy!" he cried out.

Cindy didn't even notice as orgasm exploded in her quim. It started in her pussy, drove up through her belly to shatter her brain in a million fragments. She could hear Ben behind her, a million miles away, grunting as he climaxed violently in her cunt.

Hot cum filled her pussy. Her lithe body drank it down and demanded more, more, till the giant prick had no more to give. Ben pulled his prick out of her with one shaking hand, spilling his jism down her legs and onto the ravel.

Cindy lay on her side, panting with passion well spent. Footsteps padded on the carpet and she looked up to see Kaine standing over her. He was dressed and looked as if nothing had happened.

“Why’d you web me, asshole?”

“You’re out a costume, right?” Ben said, taking up position beside his brother. “You need a new one.”

“And we’ve seen what you like to wear.”

Smiling, the clones covered Cindy’s naked body in hot, sticky webbing.

“And how the fuck do I get this off?” Cindy asked.

Ben shrugged.

“So much for needing a Brazilian wax,” Kaine commented.

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