Cram Session(Mary-Jane Watson and Liz Allan)

Peter Parker grabbed the back of the red hair of Mary-Jane Watson, who kneeled before him. Her warm mouth wrapped around his throbbing hard cock when she sucked him hard. Peter groaned at the ministrations coming from his neighbor, who had dropped down to her knees and worshipped his endowment.

Pressed off to the side, was Liz Allan, who leaned her neck back. Peter accessed the neck and the breasts of the Latina Cheerleader the best she could. Her moans, grew with every lasting passion. Peter slowly rolled his hands underneath her mounds and could feel his skirt sliding up.

"That's right, suck him!" Liz moaned. "Oh, Pete, right there, that's the best spot…..you know all of my…..OOOOH!"

There was no two questions about it, Peter slid a couple of fingers inside of Liz's wet pussy. She stopped wearing panties to their study sessions, because quite frankly, she thought there was no need to ruin a practically good pair of panties. She sat there when Peter helped her through whatever homework she needed help on, with Peter trying not to stare underneath that skirt which seemed to get shorter every day.

Liz felt naughty watching Peter's fingers enter the inside of her, just as Mary-Jane went down on his cock. She knew the redhead was good at taking a cock down her throat. Just as good as Peter was at stretching her pussy out with his fingers. In and out jammed Peter's fingers and it filled Liz with nothing but the best of pleasure. Her hips slowly rolled up to meet him.

"Yes, Petey, it feels good!" she moaned at the top of lungs.

It all started with Mary-Jane coming over to return something her Aunt Anna borrowed from Peter's Aunt May. She caught Peter and Liz in the middle of a very intense cram session. Namely, Peter cramming his hard cock down Liz's tight throat and fucking it for everything it was worth. Mary-Jane froze, not knowing what to do, and she felt very aroused.

And then when she got one thing lead to another, and all of those things lead to Peter's cock slammed into her mouth. Liz looked at her with a devious look. The sexy redhead was determined to show the Cheerleader how to worship Peter's god. She pushed her hands underneath his balls and stroked them.

"Jesus, MJ," Peter said. "I always dreamed of this."

Mary-Jane would be lying if she didn't as well. She looked very flushed. Her red nails dug into Peter's thighs and she moved up to rake his balls. She could feel his cock getting closer, closer, closer to reaching the edge. A threesome was not something she expected to enter just by returning a covered dish.

But, boy was she glad she went on an errand for her Aunt Anna. She was getting something in return, namely Peter's cum firing into the back of her throat. Peter released Liz to lock onto her head.

Mary-Jane looked up with him, eyes blazing and mouth stuffed full of his huge cock. Peter picked up a steadier pace and emptied his balls into her mouth. To her credit, the redhead refused to waver from her goal. Peter gave her his cock and she would suck his cock all the way to the edge.

"She's really good," Peter groaned.

"Yes, she is."

Liz rolled onto the couch and offered Mary-Jane a hand. She pulled her classmate to a feet and leaned in.

It seemed obvious Liz was more than comfortable with kissing another girl. Then again, she was a cheerleader. What went on in the cheerleader lockerroom stayed in the lockeroom, or something like that.

Liz undid Mary-Jane's top and pulled it off. She dressed in an elegant red bra which matched her hair. Liz pushed her hair out of face and then kissed her, before moving down to kiss the side of Mary-Jane's neck.

The redhead moaned. Liz's grabby hands clutched her ass and slowly worked her jeans off to make sure she was wearing nothing other than a red thong and a matching bra. Liz slowly grabbed the string in Mary-Jane's backside and snapped it back which caused her to jump.

Peter observed the situation. It was so hot, and Liz guided Mary-Jane down to the couch. She still dressed in her skirt which flipped up and crawled between Mary-Jane's legs. Liz pulled off the sexy redhead's panties.

"So, is it true what they say about redheads?" Liz asked. "Are you going to scream loud enough to wake the dead when I eat your pussy?"

Mary-Jane gasped when feeling Liz's tongue dance on the edge of her lips. The fiery Latina cheerleader dropped down and captured Mary-Jane's lips with hers, and released on them. Mary-Jane tried to show restraint, but it was becoming increasingly hard.

Liz smiled when tasting the redhead's pussy. She could also feel a pair of strong hands roll her skirt up and expose her sopping wet womanhood. Liz decided to give Peter a bit of help, by spreading her legs and inviting him in between her thighs.

He had to do it. Peter needed to get inside of Liz and drill her from behind. Her moist lips spread for him and her pussy was so inviting. Peter grabbed ahold of her and aimed his re-hardened cock, it shoving into her tight vice from behind. He closed his eyes and pulled back from her before pushing himself back inside of her tight body.

So close, Mary-Jane was so close to having one of the best orgasms in her life. Granted, many of them had been self-inflicted, but still, it was amazing. Liz really showed her amazing skills, her oral talents. She was really passionate and her passion increased.

Peter picked up a steadier pace and pushed himself into Liz's body. He could feel the warmth surrounding his cock. No wasted movement, even few wasted words. Peter Parker settled with taking his immense cock inside of Liz and burying it as far inside of her as possible. Liz stretched far and then Peter pulled completely out of her. His balls slapped her on the side of her thighs.

Liz mentally thanked herself for how she kept herself in shape. She would not be prepared for what Peter Parker hid in the depths of his pants otherwise. He stretched her completely out.

"Oh, every time you slam into her, you make her moan harder, and it feels so good," Mary-Jane said. "Harder, fuck her harder her. Make her really feel the burn."

"Well, you heard the lady, Liz," Peter said. "No pain, no gain."

He stuck Liz with his immense cock, shoving it inside of her warm depths. Liz slowly tightened around his hard cock and released it a couple of times. Her pussy stretched and then snapped back like an elastic band to squeeze him. Peter tried to push as much of himself into her. Liz arched herself up, while eating Mary-Jane out.

Mary-Jane's knuckles whitened when clutching onto the side of the couch. Her hips rose up off of the bed, and slipped to meet Liz's tongue. Liz licked her pussy with practiced ease.

"Show some spirit, girl!" Mary-Jane said. "Really lick my pussy, make it feel really good and wet for Peter later!"

Oh, the redhead tart didn't think she had spirit, did she?" Liz dug her fingernails into Mary-Jane's hips and buried her face into the girl's thighs with as much vigor as Peter did burying his cock inside of her body. Peter slowly pushed his rod inside of her. Her clenching walls hooked onto him.

Peter thought he was going to lose in the deeper he went inside of Liz. He tried to dial it back, but it was too much. Her pussy was just too much. It gushed and squeezed its way around Peter's intruding rod. He picked up a steadier pace and stuck his rod deeper inside of her.

All three parties could feel the pleasure coming from their lustful interplay with each other. Liz made Mary-Jane cum very hard first on the bed. Mary-Jane's warm thighs were coated with juices, which Liz licked clean as much as she could.

Peter grabbed Liz around the waist and rammed his thick cock inside of the cheerleader's welcoming snatch as hard and fast as he could dare. His rod ached, and he knew he was getting close. Liz stretched her walls around him.

"Petey!" she screamed at the top of her lungs.

Her sensual moaning made Peter just pick up the pace even more. His cock strained and stretched. He pushed deep inside of Liz and rocked her body. One of her breasts hung within his grasp like ripe fruit on the vine. Peter held onto her round, juicy melon and squeezed it.

The reaction coming from Liz was very intense. He slid his cock into her depths and almost pulled all the way out of her. His throbbing balls slapped against her loins when stretching it.

"You did this to me, you minx," Peter said.

"Mmm, what are you going to do about it, Petey?" Liz asked. "Are you going to cum for me?"

Peter slid his thick manhood deep inside of Liz's welcoming pussy. She clutched him and released him. The pumping from Liz and her miniature orgasms continued up until the point where Peter lost it. And he lost it big time, shoving his manhood inside of her and releasing his seed inside of her welcoming canal.

Twelve inches of throbbing hard meat shoved its way inside of Liz's body and stretched her out. The contents from his balls started to fire their seed and bring every single last drop of cum inside of Liz's tightening loins. She squeezed and milked Peter completely. His thick balls released their load inside of her.

Several pushes inside of her body, and Peter drained the contents of his balls inside of her tight pussy. She squeezed and released him with a couple of intense pushes. He pulled away from Liz and smiled.

Liz rolled away in a daze, her pussy filled with so much of Peter's cum. She looked up and saw a diabolical smile on the face of Mary-Jane Watson. Mary-Jane crawled on top of Liz, and then slowly rubbed her fingers all over the dazed cheerleader's body.

She was not passing this one up, not by a longshot. Mary-Jane spent some time indulging herself in every square inch of Liz's lower body and stopped between her thighs. She grabbed ahold of Liz's thighs and slowly sucked the cum from between her legs.

"Damn, Red!" Liz yelled at the top of her lungs.

The passionate sucking made Liz tingle all over. Her loins were getting a work out, not that they didn't get a workout before. Mary-Jane was finishing the job Peter started in giving her a trip to coma town.

Slowly, Mary-Jane turned around and locked eyes onto Peter. She dropped the last article of clothing, her bra. Peter's eyes locked onto her round breasts and juicy nipples. She stuck her chest out, giving Peter an encouraging smile. Peter leaned closer towards Mary-Jane and took her round chest in hand. He squeezed her orbs tightly and this resulted in Mary-Jane closing her eyes.

"Again, squeeze them!" Mary-Jane breathed. "They all belong to you, Tiger."

Peter's fingers looped around Mary-Jane's nipples. He took one of the tasty buds in his mouth and sucked on it. The redhead reached over and took Peter's cock. She collected some of the cum on her fingers, and used it as lubricate.

Looking up, Peter saw Mary-Jane slip the cum stained fingers into her mouth and suck them. Those lips were very talented.

"I want you, now," Mary-Jane said.

Peter thought the feeling was mutual. The redhead moved back to the other side of the couch. She spread her legs which dripped with an insane amount of arousal. Peter looked over towards her inviting him. Mary-Jane gave a very compelling argument for him to take the plunge in more ways than one.

"Go for it," Mary-Jane told him in her most sultry tone of voice. "Face it, Tiger, you just hit the Jackpot."

That particular declaration encouraged Peter to position himself between her thighs. Mary-Jane stretched herself out for Peter and accepted his huge length in between her thighs. Gasping, Mary-Jane fell back onto the bed. Her heart sped up at the sensation of this long, hard cock penetrating her insides.

"Yes, I have!" Peter yelled. "And so have you!"

MJ snickered the moment Peter rolled his hips against hers and penetrated her tight pussy. Her walls stretched to accommodate him. She was not most certainly arguing him. She could feel the massive prick stretch her body.

Liz watched at the end of the couch, in a daze. She would have her turn sooner or later, but she preferred to be a third party observer to Peter's cram session with Mary-Jane. And it was a very tight cram session by the looks of things. Liz closed her eyes, and slowly teased her lips. She rubbed her thighs for several minutes before bringing the evidence of her arousal up to her lips and suckling her fingers.

Meanwhile, at the end of the couch, Peter sunk his throbbing pole in between Mary-Jane's thighs. He amused himself by the fact she practically gobbled him up.

"You feel so nice," Peter said. "I can touch this body all day and all night….."

"Do it, touch me, make me feel everything!" Mary-Jane yelled at the top of her lungs.

Her hands lightly raked his back. She knew he could take a little pain given his enhanced durability. It was purely by accident she saw him swing out the window that one night, but he didn't know she knew. At least, he didn't know right yet.

Mary-Jane worked her hips up and met Peter's intrusion. His thick manhood stretched her walls inside and pumped him inside of her.

"Be careful what you wish for, Red," Peter said.

Her nipples begged for attention and Peter devoured her flesh. He left his mark on her right breast. Those tantalizing legs should not be neglected either. He slowly rubbed his hands down either side of her. Her chest rising and falling though demanded most of attention, his interest, and his groping.

Mary-Jane enjoyed being stuffed full of everything. To think, she was just going to have a boring night tonight. Now, things had picked up and in hurry, entering a threesome with not only her crush, but also the beautiful Liz Allan. Who, if Mary-Jane was telling the truth, she kind of had a bit of a crush on as well. She could go both ways, so to speak.

Every penetration inside of her slick loins made Mary-Jane thankful for this moment. And thankful for the fact she didn't slip out of there when she had a chance. Otherwise, she would have not had a chance for Peter to slip inside of her all of the way.

"She's really something, isn't she?" Liz asked.

"Yes, she is," Peter said. "I think expanding these sessions to group activities is a fruitful…endeavor."

"I agree."

Mary-Jane would have concurred as well had she not been screaming her head off. She wondered how insane Liz and Peter would go. She could think of one possible candidate who would enjoy being part of these sessions, with the right amount of encouragement.

All she needed was one little nudge. Peter pushed his rod into her and gave Mary-Jane that one particular nudge to drive her over the edge. She slid up off of the bed and engulfed him inside of her tightening body. Mary-Jane gripped him and released him each time.

"Getting close?" Mary-Jane asked.

"Almost there," Peter groaned.

He held off on his orgasm until Mary-Jane finished cumming. Her wet walls clamped down on him and made it hard for Peter to hold back. Why would anyone want to hold back in the face of such a nice, warm center? He did not know, and he just had to cum inside of her. Her body craved his seed as well.

"Yes, yes, mmm, yes," Mary-Jane breathed lustfully.

"YES!"

Liz came as well, and Peter followed shortly. He fired his cum inside of her body. A flood of seed filled up Mary-Jane's gripping loins.

Mary-Jane contracted her walls around Peter's hard cock. Damn, he really had a lot in those balls, despite losing two loads tonight. Something to do with organic webbing, maybe, okay, that joke was too cheesy even for MJ.

Peter finished releasing the cum inside of her body and pulled completely out of her. He left Mary-Jane laid out on the couch. Her mouth hung open with drool coming out of it, and an obscene amount of cum dripped from her overstuffed pussy.

"Okay?" Peter asked.

"Just…give me a minute…"

A knock on the door brought them all out of the moment.

"Pete? Are you there?" Gwen asked from the other side of the door.

Liz and Mary-Jane locked eyes and gave knowing smiles to each other.

End.