(Author's Note- this takes place in a mixed DC/Marvel universe, just to give greater opportunities)

And there he was- climbing up the side of an apartment building. Peter readied himself- and his "bag of quips". Ock was a tougher foe than he appeared to be, but was easily distracted by a few bad puns!

Spider-Man swung around and landed lightly on the rooftop- t was a nice building, he thought, good location- wonder what the rent is?

"Spider-Man!" growled a familiar voice, 'Get out of my way, insect- this doesn't concern you!"

"Now, Doc- you  always concern me- or at least your haircut does. Can't you get one of those arms to take a course in hairstyling?"

He felt it before he saw it- his spider-sense let him know one of those arms didn't care for the comment. He ducked, firing webbing to try to blind Octavius- but another tentacle blocked it. They knew each other very well, and could anticipate the other's moves.

"Spider-man, I'm going to evis-" Dr. octupus stopped in mid-word, his mouth gaping open. "Oh. my" he whispered.

Peter didn't hesitate. A solid right connected with Doc Ock's jaw, and sent him to dreamland. He wrapped his foe in webbing in seconds- triple-layered, so even his mechanical arms couldn't break it. He was about to pick up the package Doc had been carrying, when he heard a small voice behind him, and he turned to see who it was.

"Hello? Are you- Spider-man?" Peter was glad his mask covered his face, because he could feel the same stupid expression Doc had gotten spreading over his own face.

The girl was young- maybe 18, probably less- and gorgeous. Curly blonde hair, teased out around her head- big blue eyes, tan skin, ripe, pink lips- he imagined they would taste like bubblegum. She was barely dressed in a red bikini that probably fit her a year ago- her ripe breasts tight and high on her chest, he waist pinching in at her stomach, slightly flaring out to her hips. Her bikini bottom- not more than strings and a small triangle of fabric. Her legs were fit, with hints baby fat on her thighs. He gulped, and then realized he hadn't answered her question. he hadn't moved, except for the slow growth in his crotch.

"I'm silly- of course you are. You saved me! That's Dr. Octopus, isn't it? God- he could've- thank you!" She ran to him, and threw her arms around his neck, and hugged him. He could feel her warmth through his uniform, pulsing with her heartbeat. he smelled her- her hair had a slight vanilla scent, her body, coconut- suntan lotion, of course. He saw the towel she dropped. It took all his willpower not to return the hug- she was so open, and natural, and vibrant- that was the word! Full of life.

She pulled back a bit- although he was extremely aware of her hips pressed into him. "Could I-" she giggled, and bit her lip- "could you roll up your mask a little, so I can give my hero a kiss on the cheek?"

He knew he should say no- it was wrong on so many levels- and he was actually surprised when his hands reached up and rolled up his mask, exposing his mouth and cheeks. The girl smiled- god, she was cute!- and leaned in. Her soft lips brushed the skin next to his mouth, so lightly, then harder- a small peck. His cock was now fully engorged, pressing against her. her eyes dropped, then looked at him, a fire blazing in them. Her lips brushed his, teasing them, as her hips ground against him.

It was like an animal had taken him over- he grabbed her, and kissed her- he had been wrong, it wasn't bubblegum, but some sort of berry- but sweet, and hot. Her tongue stabbed into his mouth, and he reciprocated- it was possibly the best kiss he had ever had! His hands grabbed her tight, round ass, and pulled them even closer. She kept grinding, dry-humping him- although now he thought- he knew- he could feel her juices leaking out of her tight young pussy, soaking his cock.

She moaned in his ear. "God, yes- yess- ohhhh- oohhh" and then a high-pitched almost-scream as she came. And he did as, well, his cum soaking through the material of his tights. His knees bucked, and he fell to the roof, the girl still on top of him.

"That was- oooh- so hot." she whispered, and untangled herself from his arms, standing up.

Peter was, quite suddenly, aware of how incredibly wrong what had just happened was. He didn't know who this girl was- how old she was- hell, someone could've seen them from one of the other buildings. And Doc Ock! Peter jumped up, still a little light-0headed from the intense orgasm, and looked around. Doc was still out, thank god- and the roof was-

"Don't worry about anyone seeing us, "said the girl, "I come up here to sunbathe all the time. There aren't any buildings around that can see the roof- don't want some old perv whacking off to me." She had picked up her towel, and was wiping off her legs." Sometimes I come up here and sunbathe naked- see" She pulled down the cup of her swimsuit, revealing most of her round breast. "No tan-lines. "

A woman's voice called up from a window below. "Heather! Time for supper!"

"Gotta go." Heather leaned in and kissed his cheek again. her hand grabbed his cock and lightly squeezed. "I'm usually up here around this time every day. Maybe you could stop by again."

"Heather, I- I don't think..."

"Thinking's over-rated, stud. Hey- don't get the wrong idea. I'm a virgin. But there's plenty of other holes you can use.' She let go of his cock, which was hard again, and brought her hand up to her luscious mouth. It was shiny with his cum. She licked it hungrily.

"Heather! Do I have to come up there?"

"Coming, Mother!" Heather smiled, then walked away, her hips swaying, her round but bouncing.

"What" Peter thought, "just happened?"

He felt ashamed, confused, and, somehow, despite the intense orgasm he just had- energized. Younger. "Must be the dry-humping."