Overwhelmed(Karen Starr/Power Girl and Atlee)

The naked body of Atlee writhed on the bed from the stimulates of Spider-Man and Power Girl. She had been tied up and gagged, with the hands of the two attractive individuals rolling over every inch of their body. Then, Karen, and Peter kissed her neck, breasts, stomach, thighs, and groin, which made Atlee shiver in pleasure. Karen's mischievous grin caused pleasure to shoot through Atlee's loins.

"Looks like playing with this lovely lady is getting you excited," Karen commented. "Why don't I help you with that, Spidey?"

Karen pulled down Peter's pants and revealed his throbbing hard length. Karen's hand became a blur as she rocked up and down Peter's cock, squeezing and feeling it. Then she pulled off her top and the world famous breasts of Power Girl came out into picture. Karen edged her round tits around Peter's large pole and started to stroke him up and down, while teasing Atlee every few minutes.

Oh, Atlee found herself heat up with pleasure. The visual of Peter's cock and Karen's breasts, oh it was tanalizing to say the least. Especially when Karen reached back and stuffed her pussy with a few fingers in succession. Atlee's hips bumped up as Karen filled her.

"Damn, it's been too long since I've enjoyed these," Peter said. "Be careful, or I'll release my webbing all over your….Power Girls."

"That's the idea, stud," Karen breathed sensually. "Oooh, fuck, that's amazing. I love that big cock just pressing between my breasts. It's about ready to unload. And I want you to unload."

Karen sped up her tit fucking and leaned closer to Peter. Peter groaned as her amazing breasts did their job. Her eyes locked onto his and she breathed quite sensually.

"Every single last drop."

An attempt to hold back had been futile, and while would Peter. He could hear Karen moaning and Atlee do the same. Peter squeezed Karen's jugs around his throbbing pole. Then with one last burst, Spider-Man unloaded onto Power Girl's amazing chest. Spurt after spurt of warm cum just splattered down onto her breasts. Power Girl let out a sensual moan as Spider-Man thrust his cock down between her girls, splattering it with every last drop of cum.

Karen milked his balls to ensure every last drop of cum poured onto her breasts. She tilted her head back and then moved forward to lick the head. Spider-Man groaned.

The Kryptonian undid the gag on her charge. Atlee's eyes rolled up and viewed the cum nestled between Power Girl's chest. She practically drooled at the thought of it.

"Dig it."

Atlee did not need to be told twice. She dove in and began to devour Power Girl's amazing chest. Her tongue danced it and she sucked and slurped every last drop of cum from between her cleavage.

The view of Power Girl's busty young protege motorboating her famous tits and eating the cum Spider-Man left behind, well it got him hard.

"I'm ready for more."

Spider-Man ground his cock against her overlooked, but rather amazing, ass. People fixated on her breasts so much, and rightfully so, they neglected to point out that Karen had quite the ass. And Peter edged himself against it, grinding his cock against her anus again and again and again.

"Save that for later. Right now."

Power Girl's thighs parted to welcome Spider-Man inside of her body. His throbbing hard cock rammed into her, quite deep. The web slinger pushed into her body and pumped hard. Her mind looked like it had snapped underneath immense waves of pleasure. Spider-Man cupped her lovely globes and pumped a little bit deeper inside of her body. Her wet pussy clamped and released around him.

"Going to drive me nuts," Power Girl cooed for him.

She kissed down Atlee's body. Speaking of being driven nuts, she did the same thing to Atlee. Her tongue flickered down against Atlee's belly button and down against her hot slit. Which overflowed. Atlee moaned, her bound body a very key point of attack.

Atlee wanted Spider-Man's cock inside of her, badly. More than anything she ever wanted before. The moans of Power Girl from it inside of her pussy made her tingle even more.

Karen enjoyed the feeling of her well endowed lover. Deep inside of her, pumping down inside of her body. Spider-Man wasted very little time driving down inside of her and stretching her out. Those balls filled up so nicely once again after unloading on her chest.

Power Girl rose up, mouth full of Atlee's honey. Spider-Man leaned up and squeezed her breasts, before kissing her neck. Her insides just tightened around him.

"I can't wait to empty them again and again."

Power Girl moaned when Spider-Man tightened his hands around her rear end. He used it for leverage to fuck her vigorously into the bed. Every time he entered her, Power Girl thought her mind would have been broken. She returned to munching Atlee out while he worked into her. The throbbing length pushed into her and Karen's insides grabbed Peter's massive cock as he pushed down inside of her body. Oh, the scorching tightness just milked him.

Getting closer, but Spider-Man had all of the confidence in the world he could edge Power Girl's sexy body first. He made her cum for him, again and again. Power Girl's sweet cunt tightened around him. He edged deeper into her and made Power Girl gush all the way for him.

Even Kryptonians needed a breather. Karen dropped to the ground. Peter rose up, cock dripping. Atlee viewed it.

"Please, I need to suck on your cock."

The need and desire in the busty young Earth-movers voice made Peter twitch. Peter moved over to Atlee and edged his cock down into her throat. Atlee moaned from Peter's hand up against the back of her head and he slammed down into her throat. Back and forth, he pumped down her throat and got her going.

Karen watched as Peter plowed her young charge in the mouth. Atlee swallowed his cock. Karen leaned in and teased Peter's balls.

"She's wet. You want you drive that big cock in her now, honey."

Atlee had been driven breathless by Peter's cock down her throat. Now, Spider-Man slid back and spread her legs. He kissed her thighs a couple of thighs and brought his hard prick down into her tight pussy. The web slinger's manhood met Atlee and she could not feel any better.

"Oooh, it's in me!" Atlee moaned. "Oh, wreck me! I'm nothing but your little captive slut. Grab my tits, take my hips, and ram deep inside of me."

Karen interrupted Atlee's moaned statements by lowering her cunt down onto Atlee's face and made her lick away extremely hard. Oh, yes, it tasted divine, to feel her tongue just drive down into her. Atlee lapped up her cunt while Karen got a good view of Spider-Man stuffing Atlee's tight little body with his throbbing hard cock.

Control had been so hard, especially with Atlee grabbing him and releasing him. Spider-Man reared back and drove down into her. Her gushing insides clenched him so hard and milked him. Spider-Man joined Power Girl in playing with Atlee's breasts.

"Damn, she's as tight as I remember."

"I know," Power Girl said.

The memories of watching Peter fuck Atlee in her office brought a heat to Power Girl's loins. Spider-Man plunged deep into Atlee and Power Girl slipped a wet finger into her ass, driving again and again. She got her back passageway prepared for the fun which was going to start later.

Atlee tried to hold out. The bed shook slightly upon her next orgasm. Oh, Peter worked her over and made sure she had been juicing all over the place. He worked down inside of her and made her cry out for him as she came, hard, and vigorously for him.

The moment Atlee finished her climax, Spider-Man rose up all the way. Power Girl positioned her ass, prone in mid-air.

"The main event?"

"Oh, it would be regret if I didn't."

Spider-Man slid his cock balls deep into Power Girl's ass. Oh, this might finish him off tonight. He rammed deep into her thick ass, groping it, and spanking it. He also toyed with her breasts and clit a few times, which drove Power Girl into pleasure. She hovered in the air, above Atlee, so her widened eyes could watch Peter.

The show made Spider-Man groan. His balls tightened, and he leaned in. He spend as much time as possible pleasuring Power Girl's body.

A squeeze of his cock, Karen wanted it. The first trickle of cum oozed from Peter's slit, and then the trickle turned into flood as he bottomed out and creamed the inside of Karen's ass. The anal creampie made Karen squirt, from mid-air, right over Atlee's face.

One more thrust, and Peter enjoyed heaven, as he brought Karen back down, on top of Atlee. Atlee came from the sheer force of Karen climaxing on top of her. Peter finished pumping his load into Karen.

He pulled out, smiling. And Karen flashed him a wicked grin, which showed him that she had plenty more of wicked fun planned for both Spider-Man and Atlee tonight. Peter's cock rose back to life with the dirty smile Power Girl gave him.

End.