Archive of Our Own ^beta

"What the fuck!?" May shouted, seeing Peter in a Spider-Man outfit. No, not just a Spider-Man outfit, it was THE Spider-Man outfit because it had to be, because Tony Stark had appeared in their lives out of nowhere to give Peter a 'grant' that he'd been super cagey about. May felt like an idiot for not putting it together sooner.

"May!" cried Peter, spinning around, "i-it's not what you think! I was just-"

"Just what!?" demanded May. She put up a finger. "No, you know what? No, okay? No matter what you think you're going to say, don't. I'm not stupid, and whatever story you think you can come up with on the fly isn't gonna work!"

"Aunt May, please, I can exp-"

"Oh you'd better explain," she said, seething. "Take that off, and just... living room. Fifteen minutes. And don't even THINK about, about crawling out the window or webbing away or whatever it is you do exactly. Got it!?"

"Yes ma'am," Peter said, meekly. May stomped off to the livingroom and sat down hard on the couch. Fifteen minutes. She'd given him fifteen minutes to figure out how to tell her the truth. Fifteen minutes for her to start thinking and agonizing over every little thing.

Once the thoughts started, she couldn't stop them. Footage of Spider-Man on the news, on YouTube,  swinging from buildings, dodging knives, catching goddamn cars! Oh God, that thing with the ship! He could have died!

By the time Peter finally shuffled out of his room, May had successfully driven herself sick with worry. He looked guilty, which was good. He always looked guilty before he came clean.

"Explain," she said, glaring at him.

"Okay," said Peter, sitting down next to her on the couch. "You remember that field-trip? And how I felt really sick for a while?" She nodded. "Well that's when I got these powers."

"So we're establishing that you are, in fact, Spider-Man," said May. Peter nodded.

"You're right, Aunt May, you aren't dumb, so like I can't really lie," said Peter. "I mean, you saw the suit."

"Why have you been lying all this time?" asked May.

"Because I knew you'd freak out!" Peter exclaimed. "I mean, you're doing it right now!"

"Ok this is not freaking out," said May, sharply. "You have not even begun to see me freaking out."

"This is absolutely me beginning to see you freak out," insisted Peter. May took a deep breath, but thought better about arguing. She wanted answers, and arguing wasn't conducive to that.

"Where did you go after Mr. Stark visited us?" asked May. Peter looked at his feet.

"Europe," he said.

"That shiner?" asked May. "You said that was, what, some guy from Brooklyn?"

"That was technically true," said Peter, hopefully. May narrowed her eyes at him. "It.. I mean, Captain America is from Brooklyn." She felt the blood drain from her face.

"You had a fight with Captain America?" she asked.

"It was a whole thing!" Peter said quickly. "All the Avengers were fighting, Mr. Stark needed my help, and-"

"Okay, I am putting a stop to this right now," said May. "I'm going to call up Tony Stark, and you are going to give him that suit back because I know he gave it to you, and-"

"May please don't do that!"

"Give me one good reason," said May.

"Because Mr. Stark gave it to me to make being Spider-Man safer," said Peter.

"Oh you think you're still going to be Spider-Man after this?" demanded May. There was an instant change in his posture, and he suddenly looked very serious.

"You can't stop me from being Spider-Man," he said, tone flat. May blinked.

"You think I can't?" she asked.

"Not unless you wanna just send me to wherever they sent the Avengers who lost that fight," said Peter. May raised an eyebrow. "I can't just stop, May."

"Why not?" she asked, quieter now.

"Because," he said. "People need help. And I can do all these crazy things, and I can help them. If, like, I'd heard a mugging right now? Right after you told me to come here and talk to you instead? I'd have jumped out the window and handled it first, even if it meant you being angrier with me. Because that would have been the right thing to do. It's my job." May softened a little. Peter sounded so honest. So determined.

"Why is it your job?" she asked, more gently than she'd asked her previous questions.

"Because you raised me right," said Peter, quietly. Those words sent a shock through her system. "I'm just doing what you and Ben... I'm the Friendly Neighborhood Spider-Man now, you know? I have to look out for the neighborhood." They were both quiet for a long time. The only sound in the apartment was the old analogue clock ticking.

He was Spider-Man. He was doing it because he just wanted to help people. He wasn't Tony Stark, announcing himself to the world or fighting aliens. He wasn't Captain America, chosen to fight Nazis and made a super soldier on purpose. He was just a kid trying to do the right thing with the insane hand life had dealt him.

"Who else knows?" she asked, finally.

"Just Mr. Stark," said Peter. "And Ned."

"You told Ned, and didn't tell me?" asked May.

"I didn't tell Ned," said Peter. "He found out by accident. Kind of just like you." Well. At least he'd been keeping it a secret from everyone, not just her. That hurt a little less. She sighed.

"Alright," she said. "Alright, fine. You're Spider-Man, and I can't stop you from being Spider-Man. But please, Peter, you need to let me in. I love you. I just don't want you getting hurt."

"I know," he said. "But getting hurt is part of the job. That's why I didn't tell you. I didn't want you to worry, May."

"I'll always worry about you," she said, patting the space next to her. He scooted closer to her, and she hugged him tight. "I love you, Peter. You're a good kid."

"Thanks May," he said, his cheeks a little red. Teenagers.

"Well," she said, "go do Spider-Man stuff or whatever. Just try and be back in time for dinner. Or call if you can't to let me know you're okay, okay?" Peter shook his head and went back to his room. She heard his window open a few minutes later, and then close. She rushed to the livingroom window and saw him swinging away.

She spent the rest of the day trying to process all of it. She tried to distract herself with cleaning, with prepping to make dinner, with daytime TV. It didn't work. She couldn't stop thinking about the fact that he was the same person she'd seen do all those incredible things. That he was out there right now, looking for problems to solve. That he was putting himself in danger for the sake of others. She was terrified, but so goddamn proud.

And, some small part of her realized, a little hot and bothered. She was disgusted with herself by the idea, of course. But she'd also seen him in that skin-tight suit. He was in amazing shape. So strong and strapping. She'd been too single for too long, she realized, if she was thinking about her nephew this way for even a moment.

But the thought wouldn't leave her, no matter how hard she tried to push it out. He looked so much like Ben, so much like Ben's brother when they were all younger. Not exactly the same, but just as handsome. And he was out there, right now, risking his life. He wasn't even a full-grown man yet!

That thought struck a chord. There was so much Peter hadn't experienced yet. So much he hadn't gotten to do before shouldering all of this responsibility. And he'd already been in a fight with other super people, including that guy the internet was calling the Vulture. And that girl he'd tried dating had just moved away. It wasn't fair.

May bit her lip, running things through in her head. She knew what she was talking herself into. She knew it was wrong. But she couldn't help but want to. He was such a good boy. He deserved a reward. Something special. Something any teenage boy would be dying to get from a woman like her. But she really really shouldn't want to give it to him. Even if she remembered all too well how long she and Ben could go at it in their high-school years.

She grabbed a quarter. Heads, she went for it. Tails, she dropped it and never thought of it again. She took a deep breath and flipped the coin.

-------

Peter had texted May that he'd be late, and she'd just responded with a heart emoji, which was uncharacteristically short for her. As he crawled in through his window, he figured she must still be figuring it all out. He'd very accidentally dropped quite a bombshell on her today.

He noticed almost immediately that the apartment was really quiet. And dark. All the lights were either off or dimmed. Sensing that something was off, he crept out of his room, mask in hand and ready to put on at a moment's notice. Spider-Man breaking into someone's apartment to help was easier to explain than Peter Parker throwing a burglar across a room.

As he stepped into the living room, he realized there was no burlgar. There was, however, his Aunt May, spread out on the couch in lacey underwear. Peter's eyes widened, and then he clapped a hand over them.

"Oh Jeez!" he exclaimed. "I-I'm sorry, May, I didn't- like were you expecting company or-"

"Nope," said May, her voice low and suggestive. "Just you, tiger." Peter tried to resist the urge to peek through his fingers, but her tone of voice had thrown him off. He took another look at her, and Mr. Stark's phrasing suddenly seemed rather apt. Aunt Hottie indeed.

May was a gorgeous woman, no one could deny that. No one could say that she didn't look amazing in what little clothing she was wearing. Except he should, because she was his aunt.

"May, did you, uh, did you fall asleep or something, or like, did something happen with laundry, or-"

"No, baby," said May, standing up and walking slowly over to him. He felt like he wasn't supposed to notice how her hips were swaying. He was rooted to the spot as she put her hands on his shoulders. "Peter. You've been a good boy. Such a good boy. Going out, saving people. It's kinda hot."

"Um," said Peter, unsure, "th-thank you? I, uh, I don't think that-"

"Shhh..." May put a finger to his lips. "Thing is, you are a boy, Peter. I think it's about time you became a man." Peter gulped. He'd seen videos like this. There was no way this was happening to him, though. Had he missed a swing? Hit his head? Was he out cold in an alley somewhere?

May slowly pushed him up against the kitchen counter.

"M-May?" said Peter. "I don't, uh, you shouldn't-"

"C'mon, Pete," she said. "You can't tell me you haven't thought about it. You're a teenage boy."

"That's besides the point!"

"So that means you have thought about it," she said, her voice what Peter could only describe as sultry. Peter swallowed. "How about..." Peter started as he felt a hand on his groin. His senses hadn't warned him. Did that mean there wasn't danger? What did that mean? "... we start with something really fun?" She started rubbing him, and he already knew what her response to his next protest was going to be. He was hard, and he couldn't really hide that fact.

"I don't think we should be doing this," he said. "You're my Aunt. It's... it's not appropriate. We're related." Crap, that sounded weak. Sure enough, she pounced on it.

"I'm your Aunt by marriage," she said, kneeling down in front of him. "It's not that weird. Besides, you're Spider-Man, right? If you're gonna be an adult early, you should be getting something out of it."

"Aunt May..." He knew he should be moving. Knew he should be getting away from this situation. Knew this was like eight kinds of not okay. But as May pulled down the bottom portion of his costume and freed his erection, he knew he wasn't going anywhere. Teenage hormones were winning this round.

"Oh Peter!" she cooed, wrapping her fingers around his cock. "You're such a big boy!" Peter knew stuff like that was usually empty compliments made to make a guy feel better. He'd seen stuff. But, looking at her hand on his junk, he felt she might have meant it. He was bigger than average by a little bit, and May didn't exactly have big hands.

May started stroking, and Peter hated to admit to himself that it felt good. He felt her other hand on his balls and gasped. He'd jerked-off before, but he'd never fondled himself. It had never crossed his mind to.

Without warning, May took his cock into her mouth.

"A-aunt May!" he cried out in surprise. She just winked up at him and took him all the way down her throat, shaking her head when she reached the base the way he'd seen girls on the internet do. She pulled back with a gasp, panting.

"Has anyone ever done this for you, Peter?" she asked, still stroking him.

"N-no," he said.

"My poor baby," said May, giving the head a kiss. "You deserve this. You deserve this every day. Those girls don't know what they're missing." She gave his shaft a long, slow lick, starting from the balls and working her way up. "But they'll know someday. For now, though..." She wrapped her lips around him again, and started bobbing back and forth. He squirmed, and she reached around and grabbed his butt, holding him still and anchoring herself to suck even faster.

Peter couldn't believe what he was seeing or feeling. May was so good at this! And it felt amazing! The idea that this was not okay was still somewhere in the back of his mind, but all it was doing now was keeping him from blowing his load immediately. And even that was coming soon.

"M-May!" he gasped. "I-I'm really close!"

"Give it to me Peter!" she panted, pulling off his cock for just a moment to suck his balls. "I want it in my mouth!" She throated him again, and it was way too much for him to handle. He came, and May took it all. He came really hard, but he felt her swallowing over and over. When his dick stopped twitching, she pulled back. May looked him dead in the eye and opened her mouth, showing him that she still had plenty inside. Then she swallowed.

"Oh wow," gasped Peter.

"Liked that?" May asked. He nodded. "Well then follow me, because there's more where that came from." She motioned for him to follow her, and he did, only looking back long enough to see that he'd accidentally cracked the countertop by gripping too hard. Best not to tell May about that yet.

-------

May led him to her room, and she could feel his eyes on her ass as she walked ahead of him. She smirked, proud of herself. It wasn't easy making time to keep herself in shape between raising a child alone and all of her volunteer work, but she found a way. And it was paying off if she could still catch the attention of a horny teen who was surrounded by pretty girls all day. But she was gonna do something those girls couldn't, because she had what they didn't: experience.

As she walked, she pushed down the guilty feelings she was having. Sure, she shouldn't be doing this. But he'd looked so goddamn cute when she was blowing him! Like he'd never felt anything so good before and didn't know what to do with himself. She liked that, and was determined to show him more.

They entered the bedroom, where she'd taken some time to set the mood. Fake candles, some flower petals on the bed, and incense sticks ready to burn. His first time should be memorable.

"D-did you set all this up just for me?" he asked. She almost laughed. The question of a boy who didn't know what else to say. But she couldn't laugh at him. She needed him hard and ready and enthusiastic. She knew she should have hated herself for getting wet at the thought of bedding a randy teenage boy, but she didn't have it in her. He wasn't just any teenage boy. He was her Peter, her special little dude. And she aimed to rock his world.

"You betcha," she said, lighting the incense. "I needed it to be special for you, Peter. So what do you say? Wanna hop up on this bed and let your Aunty take you for a ride?" Sink or swim time. She smiled as Peter got on the bed. He started to take his outfit off, but she stopped him.

"What?" he asked.

"Keep it on," said May. "I've always wanted to fuck a superhero." Pete turned red, but did as he was told. He was hard again, too, and May thanked a surely frowning God that people his age recovered so fast.

She put on a little show for him, taking off her bra and her panties while slowly spinning and swaying. His eyes were fixed on her, and she knew for sure that she had him hooked. This was gonna be fun.

May climbed on top of him, grinding her now dripping pussy on his cock. She moaned a little when he did, turned on by how turned on he was.

"You ready for me, baby?" she asked softly.

"Y-yes ma'am," he answered. She smiled at him.

"Here we go," she whispered, grabbing his cock and lining it up with herself. She gave him a moment to say something, to stop her if he didn't want to do this. But all he did was look at her with anticipation shining in his eyes. Go time.

She sat down on his dick, taking it all in one thrust. He gasped and shuddered. She almost gasped too. She hadn't had anything this big in a while. She took a moment to revel in the feeling. Then she started moving.

She went slow at first. She had to. It was his first time. Even with the blow job, he might pop faster than she wanted, and she wanted to enjoy this.

She worked her hips up and down, slowly grinding on him whenever he was all the way inside. She didn't do anything too fancy, didn't clench or speed things up or touch him all over. Not yet. Simple was best for now.

"Th-that feels amazing, May," said Peter, like he was in a daze.

"You feel pretty amazing yourself, tiger," May said, leaning down a little to give him a closer look at her chest. "Wanna explore a little? Play with 'em? You can touch anywhere you want, you know? This is all for you, baby." Peter accepted the invitation with gusto, and she felt excited, trembling hands on her breasts.

He squeezed and kneaded them, getting a good feel for them no doubt. She gasped when he pinched a nipple, and it seemed to startle him.

"Mmmmm, don't stop baby," she purred. "I like you touching me." She started bouncing faster to emphasize her point. It had been too long since she'd had good dick, and she didn't want to discourage him. He surprised her again by grabbing her ass and giving it a squeeze. She let out a content sigh. Such a naughty boy, she loved it.

She sped things up, going harder and harder. He was gonna get the full experience for getting so handsy with her. She leaned into him, pressing her body against his, running her hands along his costumed chest and nipping at his earlobe. He must have liked that, because he started moving, thrusting by himself now.

"Oh fuck!" May gasped. Peter was moving way faster than she'd expected, and she suddenly remembered he had super powers. He grabbed her ass and hammered into her. "Yes! That's it! That's my good boy! Yes!"

"Aunt M-May!" Peter grunted. "I'm gonna-"

"Inside!" May cried. "Inside! I just washed these sheets!" Okay, so her priorities might have been a bit out of wack. But she was fucking her nephew. Things were messy enough without cum stains.

She felt him cumming, and she rode along with it on her own orgasm. She clenched each time she felt his dick twitch, grinding her pussy as far down on his cock as she could. When he finally stopped spurting, she let herself fall on top of him. He was strong, he could handle it.

"Oh, Peter!" she sighed. "That was great! I haven't had a good fuck in way too long."

"I didn't need to know that, or think about it," said Peter, awkward and shy.

"You're inside me, kid, I can talk about whatever I want," she shot back.

"And I didn't really even do anything!"

"You were good with your hands!" defended May. "You've got good instincts! You made me feel good, baby, really"

"Really really?" asked Peter. God, he was so cute. If she were 30 years younger she'd never let him go. But she was content for whatever this was right now. She was just rewarding and teaching him, right?

"Yes," she answered. "Really really." She smiled at him. "Tell you what. If you feel like you didn't do enough, go ahead and take charge. Whatever you wanna try, we'll try." She felt like she blinked and missed what happened next.

She was suddenly on her hands and knees, Peter positioned behind her. Oh fuck, she'd told a teenage boy to do whatever he wanted to her. She couldn't decide if that had been her poorest decision today. To her surprise, she felt the head of his penis prodding her pussy and not her ass.

"Wait, no anal?" May gasped, unable to hid her shock.

"Wait, d-did you want that?" asked Peter. "I-I wasn't sure if you'd go for-"

"Such a gentleman!" she laughed. "Tell you what, baby. Make me cum like this and you can stick it in my ass if that's what you want." She winked at him. Even if he did make her cum again, there was no way he'd be able to keep it up long enough to get it in there. Right?

"Deal," he said, and he went to work. Peter was too inexperienced to know how to pace himself, she realized. He was a jackhammer, fucking her harder and faster than she'd ever been fucked. His hands were working their magic too, squeezing her ass and giving the occasional spank when they weren't pulling her hips into his.

"Fuck fuck FUCK!" May cried. He was like a machine, a machine built solely for fucking her senseless, and she was loving every second of it. Soon, her arms gave out, and it was just her ass in the air. It didn't give Peter even a moment of pause. He kept the pace up, keeping a firm grasp on her hips.

She came much faster than she thought she would.

"Peter!" she cried, her legs shaking. "I'm cumming!" Peter slammed into her and held himself there, her orgasm rocking through her body. She had to tell him, had to honor their deal. But she hadn't felt him cum. Was he still-

She couldn't even finish the question in her mind as she felt him fully pick her up, pulling her back to his chest like she weighed nothing, arms hooked under her legs and hands behind her head.

"P-Peter?" she whimpered, not afraid but definitely nervous. His dick prodded her asshole. Oh fuck he was really going to do it!

"You said if I made you cum," he said, breathlessly confident. "And I gotta do it now while you've still got me lubed up."

"I don't think that's how that-" He shoved his cock inside, and it slid in surprisingly easy. "-works!"

"You came a lot, May," said Peter. "So I must have done something right."

"Yes!" It was all she could get out as he started pumping in and out of her. He had definitely watched porn. There was no way he'd thought of this position on his own. But she didn't care anymore. It actually felt good as soon as she got used to his girth.

Peter was filling her so full, better than she'd had in years. She couldn't think straight anymore. All that mattered in this moment was Peter's cock inside her.

She kept saying "fuck" over and over as he fucked her, unable to think of anything else to say. He pounded into her, and she could feel it through her entire body. It was incredible. Spectacular. Amazing.

"Almost there!" Peter grunted.

"In!" *clap* "My!" *clap* "ASS!" *clap*

And Peter did just that. She felt him flood her asshole with hot spunk, holding her tight to him until he'd finished. Then they fell on the bed together.

"Don't pull out yet," breathed May when Peter started to move. "Too sensitive." He did as she asked and stayed, and she involuntarily wiggled her ass into him. It really did feel nice, his dick nice and snug inside her back door like this.

"Wow," said Peter, sounding out of breath.

"Yeah, wow," said May. They lay there for a while before Peter spoke again.

"What, uh, what happens now?" he asked, and May felt the guilt and shame try to rise to the surface. She pushed them right back down. It wasn't gonna happen.

"Now," said May, pulling his cock out of her ass and turning to face him, "we are gonna keep this to ourselves. You're Spider-Man. What's one more secret, right?" He looked like he was going to say something, but she cut him off. "And we're gonna keep doing this for as long as you want to. I had a good time, you had a good time. I haven't had dick in too long, and you need someone to show you the ropes. Besides, you've got a dangerous job and you deserve a reward."

"You really wanna keep doing this?" he asked. She nodded.

"Yup," she said. "And what I especially wanna do is suck that cock of yours before you go on patrol and after you get back, got it?"

"Not before school?" he asked, a little eager.

"Maybe," she said. "On test days. You're a teenager. You were gonna be horny at school anyway. Wouldn't wanna distract you from the girls in your class, you know? You're gonna make at least one of them very happy someday." He blushed. Too cute. "Now, how about dinner? If I can still walk and you can still get hard after, you can fuck me for dessert."

"Yes ma'am!"

With that, May had begun Peter's education. Sure, it wasn't the way parents usually taught their kids about sex. But hey, like she'd told Tony Stark: Aunts come in all shapes and sizes. This was her shape, and he was her size. He was a hero. And she was gonna keep rewarding him for as long as she could.