Oral Sex

Gwen unbuttoned the front of her shirt and unclipped her bra as her breasts rubbed against MJ's. Gwen as always smaller than her girlfriend. While it made for less wind-resistence when web-slinging in her costume, it made her self-conscious when she was around other girls her age.

As Gwen's hands reached down and grabbed MJ's butt, MJ broke their kiss off and gave Gwen a look before she got on her knees. She tugged Gwen's skirt down and untied Gwen's g-string, exposing her shaven snatch. MJ wasted no time and started licking her wet cunt, savoring the taste as Gwen moaned.

"MJ, I don't think I can't hold it in!"

MJ took this as an invitation and focused her lick into her clit. Gwen's clit started to swell and extend, and almost instantly, an erect penis was standing up at attention from where her clit should have been. The first time MJ saw this when she learned Gwen's secret, she was a little freaked out by it. Now a days she had grown quit attached to Gwen's magical cock. The red-head let the regrown cock twitch a little before taking it in her mouth, her fingers probing the insides of Gwen's pussy.

The first time Gwen had ever had sex with MJ wasn't as Gwen.

Many months ago, one of Gwen and MJ's teachers were magically transformed into a supervillain called Swarm. He had implanted his magical bees into his class. It turned all of the students into lust-filled zombies. Half the school devolved into an orgy, the students mindlessly doing each other and collecting large reservoirs of sexual energy for whoever turned Mr. Fritz von Meyer into Swarm. When Gwen found out, she had dressed into her Spider-Hentai costume and the first person she found was MJ.

MJ was too drunk on lust to care who she was, and while Gwen tried snapping her out of it, MJ lifted the mask up halfway so that she could kiss her. It was a sloppy kiss with heavy use of tongue, MJ dry humping Gwen through her costume.

Spider-Hentai felt herself melt into it, enjoying the taste of her cherry lip-balm, before snapping herself out of it.

"MJ, get ahold of yourself! I need you to tell me what's going on!"

She saw that MJ's eyes were tinted pink when the light hit them as MJ grabbed Spider-Hentai's breasts through her skin-tight spandex.

"MJ, you're sick. But I think I have something that'll help."

Spider-Hentai gently rubbed at her pussy through her costume and a slit opened itself, a feature built into the suit by the spider that gave her her spider-powers, as she played with her clit. Almost like a button was pressed, the clit grew into a cock. The sensation always felt good, but doing it enough times let Gwen grow used to it enough not to cum the second it happened.

A lust-drunk MJ lifted her skirt, showing off her soaked panties as she parted them to the side, revealing her pussy. Gwen thought it was the cutest cunt she's ever seen, from the little tuft of red hair that framed it, to the juicy shade of pink of the folds. She wasted no time and penetrated her crush.

Her cock slid inside MJ, as though it was meant to be there, as she pumping inside and out. While Gwen held her leg up, MJ's head was buried in Gwen's shoulder, arms wrapped around her head, as though their close proximity would somehow bury her cock in deeper.

It felt so wonderful, it didn't take long before Gwen emptied her magical seed into her womb.

As she pulled her cock out of the red-head, MJ gave an uncomfortable grunt. She clutched her lower stomach. She leaned back on a desk behind her and as she spread her legs, some of Gwen's cum started to leak out of her. One thing had caught her eye. Lying in the pool of cum that had just left MJ's system was what looked like a small honeybee, drowning in a pool of Gwen's cum.

MJ clutched her aching temple.

"Ugh, what happened?"

"MJ, do you remember anything?"

"Uh yeah, I remember going to first period, then Mr. Von Meyer was acting strange than then--"

She stopped when she realized that she was naked, and not to mention the erect penis poking out through Spider-Hentai's costume, and her own conspicuous lack of clothes.

"D-Did we...?"

"Uh... yeah. You were being controlled by a villain and this was the only way I could cure you."

While in most universes having sex at MJ's age in such circumstances would have been traumatic, this wasn't the first time MJ had ever had sex. Sex was a casual recreational activity in Lewd York. She also knew about Spider-Hentai's unique power, not to mention she didn't mind the idea of being fucked by a superhero, especially her favorite hero. She just wish she could have remembered it.

"You know where Von Meyer is?"

"No, I'm sorry."

"That's fine. Sorry I had to uh..."

Gwen struggled to come up with a proper seque.

"Go. Save the school."

"Uh, okay."

Gwen retracted her penis and to the door. She turned back, giving MJ another reassuring look, before running off to save the day.

Gwen loved MJ. She loved her laugh, she loved her voice, and she loved her mouth. MJ had a mouth made for making her feel good, and boy did it feel good.

"MJ, I'm gonna--"

Gwen cummed. Her lady-cum dribbled down MJ's arm while semen flooded MJ's mouth. MJ looked up and swallowed the load before she started licking her fingers. The magic in Gwen's semen had all sorts of benefits. On top of purifying mind control and cleansing people of supernatural evil, it also made MJ mad horny, not that she wasn't already.