Chapter 16: Running Up That Hill
In the village of New Asgard a teenager was stood waving to a spaceship as it rocketed into the atmosphere. A loud ringtone suddenly emerged from Spidey's pocket. The screen displayed a withheld number but Peter suspected who it was. "Hello?" As he thought, the caller was Director Nick Fury.
"Hello Spider-Man we need to talk." Came the reply. A disturbing thought came to Peter "Please tell me this isn't another situation like with Beck." he practically begged. To his relief Fury answered with a "No." his relief was replaced by suspicion as the director continued "This is about you." A dash of curiosity was added to Peter's suspicion "About me?" he asked. A sigh could clearly be heard, followed by a muttered "Damn teenagers." "It seems lately you've got an image problem-" Fury carried on before being interrupted "That's not my fault! Beck edited that footage and Jameson's just a-" he tired to explain. "Don't. Interrupt. Me. Again." A voice that booked no arguments asserted. Peter gulped "Sorry."
"Now as I was saying you have an image problem. You being an Avenger that reflects badly on them and, by extension, on S.H.I.E.L.D. So I am generously gonna help you work on that." Fury told the hero. "I've sent someone to come pick you up, and take you to the Helicarrier. When you're there I'll call you again." With that he hung up.
A few minutes later a jet could be heard, the sound following the plane as it broke through the clouds and set down.
Climbing onto the jet Spidey tried to make conversation with the pilot but his attempts were silently shot down. Before long the vastness of the S.H.I.E.L.D Hellicarrier loomed in the distance much to Peter's relief.
Once on board Peter's phone began to ring again. "Fury?" "Parker." The spy said by way of greeting. "Now you're here we can discuss how we're gonna work on your image. First of all you will be spending some time on the Helicarrier. You will report directly to my second in command, Agent Hill. She'll tell you what to do and when she does you are to do it without question, understood?." Although he knew Fury couldn't see him Spidey nodded anyway "Yes sir. So what will I be doing?" he asked. "Whatever Agent Hill tells you to do." The director answered. "Once Agent Hill is satisfied with you, you'll be going to a special team for additional training." Fury explained. "The overall goal of this is to help you become a better hero. You've done alright so far with dumb luck and help from others but for this program you'll be on your own."
Parker thought he understood "So what? This'll make me an 'ultimate' Spider-Man?" He asked, making air quotes. Fury grunted "Let's just start with adequate Spider-Man and work from there. Agent Hill should be there soon so I'm leaving you to her." he said. Before the call ended Fury spoke again "And Parker? I don't give a damn how many women you sleep with but try to keep it in your pants around my agents."
Maria Hill wasn't in the best of moods as she strode through the halls of the Helicarrier. She was Nick Fury's right hand woman not a babysitter, she didn't see why the teenager couldn't just go to S.H.I.E.L.D Academy if he needed training or, being an Avenger, to them. But orders were orders and she was nothing if not loyal to the director. Since being told he was coming to them for training, Hill had been reviewing footage of Spider-Man.
Maria saw some potential in as she'd watched his heroics; Spider-Man, clearly straining with effort, pulling the halves of a bisected ship together, Spider-Man gliding from the top of the Washington Monument, 'Night Monkey' (Hill had to wonder who'd come up with such a ridiculous name) fighting an illusionary Elemental alongside the fake hero Mysterio. Then there was the less heroic footage; An ensnared Captain America yanking the webslinger towards him and kicking him back, Spider-Man getting distracted fighting an alien and being tossed aside like a rag doll, Mac Gargan A.K.A Scorpion pinning the hero and beating the crap out of him.
At the sound of approaching footsteps the waiting hero looked and saw an attractive, but stern looking, brunette in a S.H.I.E.L.D jumpsuit entering. "Agent Hill?" He guessed. The woman looked the teen up and down, seemingly not pleased with what she saw. "Peter Ben Parker A.K.A Spider-Man. Age seventeen. Resident of Queens, New York, living with aunt-by-marriage May Parker and member of the Avengers." Peter felt naked (and not in the fun way) hearing his information recited like that. "I'm Agent Maria Hill, you will address me as either Agent Hill or Ma'am. Understood?" she informed Peter. "Uh yes Ma'am." he replied.
The boy seemed willing enough so far but Hill wanted to see how he'd react to more discipline. "Good. Whilst reporting to me there are three basic rules; Firstly you will do exactly as your told throughout your training, second you are to have no communication with the outside world whilst on board and lastly the use of your super powers without permission is forbidden." As she expected the teen jarred at the last one. "But-" Spidey tried to protest but was cut off by the agent. "Rule number one." she calmly said. Peter deflated, "Yes Agent Hill" he grumbled. Maria was surprised at his compliance, she'd thought he'd put up more of a fight. Maybe his training wouldn't be so difficult after all but she had another tough command for him.
"Alright Parker, for the duration of your time here you need to hand over your costume and your street clothes."
"So what am I supposed to wear? My underwear?" a confused Peter asked "Agent Hill." he added. Hill rolled her eyes, "Obviously you'll be provided with a standard issue uniform. Like the rest of the agents. You'll also be provided with a bunk." She explained to him. "Oh right. Where do I get it?" As if on cue an agent appeared, an old man with glasses and a moustache (who Peter thought looked remarkably like his school's bus driver), a folded uniform in his arms which he handed to Spidey. "This way to your bunk, kid." he instructed.
In his bunk Spidey had stripped to his underpants and was examining his uniform. It consisted of a simple blue jumpsuit with the organisation's logo on the shoulders and a clip belt. In a pocket was a ID card displaying Peter's picture and information which also declared him as level 0 clearance. As he was examining the uniform the door suddenly opened. "Parker what's taking you so-Oh god!" Maria turned, covering her eyes. Peter turned bright red as he tried to shield himself from the agent.
Despite herself Hill couldn't resist a peek at the webslinger and admired his athletic figure. Stepping out the room she shook her head, what was she thinking? Regaining her composure she spoke professionally "Those doors do have locks, Parker."
"Alright so what do I do first?" Peter asked as he stepped out in his uniform. "First you'll be inventorying our equipment." the brunette woman told him. "What? Inventorying?" a disappointed Parker questioned. "What was rule number one?" Maria reminded him. With a sigh Spidey repeated it. "Good boy."
The day passed slowly and Peter was surprised at how long it took to look through and note down what equipment was tucked away.
Crashing down on his bunk Spidey went to sleep almost instantly. Dreams of the erotic variety followed shortly.
Peter found himself in a blank dreamscape the only thing around him was himself. A softness around his member got Peter's attention, looking down he saw Pepper Stark slowly jerking him off. The dream Pepper sped up and gently ran her tongue along his lower head. The redhead carried on licking and lapping at head of his length before opening her mouth and pursing her lips around it. As she started to move her head Pepper morphed into a younger woman with curly hair.
MJ was just as good at sucking Peter's cock in a dream as she was in real life, her mouth and tongue working overtime around it. As her pace picked up Michelle changed, her skin and hair lightened as Wanda Maximoff took her place. The brunette's head bobbed furiously and her tongue flickered. Wanda's licks stopped as she tightened her grip around the base of Spidey's member. The Sokovian's mouth travelled down the meat and once it was completely in she changed. A blonde was now deepthroating Spidey's hardness. Carol drew back and then pushed forward again, repeating the action faster and faster. A glowing finger traced over Peter's balls which sent tingles through the teen's body.
Sucking hard and fast the captain took Spidey's entirety each time. Another morph and this time it was the princess of Wakanda's lips around Spidey. Shuri gave a couple of sucks before sliding her head off. A soft tongue rapidly darted along Peter's cock, alternating with wet slurps. As her tongue circled Shuri aged into General Okoye who resumed Peter's blowjob, immediately swallowing his whole length. Additional warmth engulfed the shaft as Okoye's soft mounds joined her mouth. Peter knew it was a dream as in reality he would've blown his load by now.
Suddenly the dream shifted and Black Widow was now riding his cock like a bronco. The Russian ground her hips and her hands squeezed at her breasts. Nat bounced and bucked, groaning Peter's name. Halfway through her voice changed, her hair darkened and Hope was the one riding him. After that the changes became more rapid. Wasp's brown hair turned black as Karen took over. The PI Jessica Jones followed before being replaced by Gamora, Nebula, Mantis and then Brunhilde.
As the webslinger felt his climax coming both in the dream and in reality the woman he was fucking changed again, this time into Agent Hill. Peter woke up just as he splattered into his pants, the strange choice for his last partner briefly perturbed him but he fell asleep before he could think further on it. As he drifted off again the dream still circulated his brain.
The teen felt he had barely closed his eyes before his door was opened "Rise and shine, Parker. You're late." Hill stood in the doorway. In his hurry to get up Parker forgot what he was wearing. Maria fought not to stare at the obvious bulge in Peter's boxers and the stain at the front of them. "Ahem. Alright Parker, firstly put some clothes on. Secondly you're supposed be on monitor duty today so get to it."
Quickly pulling his jumpsuit on Peter rushed out. To try make up for lost time Spider-Man hauled himself up a wall and crawled along the ceiling. He was soon almost at the bridge when he heard Agent Hill speak up "Parker. No super powers without permission remember?" she said without even looking at him. 'Damn' thought Spidey as he dropped down with an annoyed grunt. "Yes Ma'am" he said.
Monitor duty was only slightly less boring than inventorying very little actually went on where the organisation surveyed. The only remotely interesting thing was one of the agents playing Space Invaders when he thought no one was looking.
Eventually Peter got a break which he decided to spend wandering the halls of the craft. Spidey was impressed with the technology and everything about the ship and was eager to explore. Drinking in the sights Parker surreptitiously pulled out his camera and began taking snapshots. "You know Parker part of what makes a secret organisation is that it's inner workings remain so." The hero froze at the sound of Hill's voice. "I'm gonna need to confiscate that." she said, reaching out for it. Peter wasn't happy about that "Come on it was a birthday present from my aunt she saved up for ages to get it and I need it." he protested. Maria continued holding out her hand and eventually Spidey relented.
"Now let's see what we've got here." the agent began cycling through the photos. The first few were innocuous enough; just a few shots of rooms in the Helicarrier. Maria's eyes widened when she got to the next ones. Two women, one with green skin the other blue had their breasts pressed together and their tongues over a hard cock, Carol Danvers bent over and spreading her asscheeks, Natasha lying naked on a bed, covered in cum and more after that. Despite her shock Maria felt a tingle in her loins. The young hero had to have the greatest luck with women ever, either that or he moonlighted as an erotic photographer. As she went along Hill remembered it had been a long time since she'd had any fun. Being second in command of a spy organisation meant she didn't have much time for socialising. If the pictures were anything to go by Parker was certainly skilled and she could tell he'd be willing to do a lot to get his camera returned.
"Okay Parker I'll make you a deal. If you're a good boy you can earn this back." Hill said to the webslinger. "How?" the teen asked. Maria smiled "Come with me and I'll show you." she gestured for Peter to follow her. The two entered a room with a table and seats, one of which was promptly filled by the agent. "Get under the table." she told Spidey.
Confused but eager for the chance to get his camera back Peter did so. A zipping sound came as Hill undid her jumpsuit. "I'm sure you can figure out what to do next." she said as she pulled down her panties. That was an unexpected development but the teen understood, sticking out his tongue he gently pressed it to Hill's folds. The tongue carefully traced around Maria's lower lips, drawing in and out and from side to side. At the sound of the door opening Spidey froze in panic. Several agents entered the room and with a scraping of chair sat down. A gentle kick from Hill told Peter to keep going. Somewhat reluctantly he returned his tongue to the agent's folds.
Trying to be quiet the hero began to speed up slightly. If Maria felt anything different she gave no indication. To increase her pleasure Parker gradually probed his tongue further in, darting it in and out at the same time. The agent continued her discussion like nothing had changed. Pulling out all the stops Spidey plunged his tongue deep into the spit dripping hole and began to move it in alternating big and small circles. This time Peter distinctly heard a small groan from Maria. Grinning he carried on circling his tongue occasionally switching to flicking it from side to side. The agent tensed up under Peter's ministrations. A pair of fingers slid in beneath Spidey's tongue. Another moan emboldened the teen and his fingers began to flex and stretch. Maria moaned louder that time "Is everything alright Ma'am?" Peter heard an agent ask. "Fine. Just a cramp." she lied trying hard to not show the pleasure she was feeling.
Peter stopped flexing his fingers and instead started to push them in and out, jiggling them as he did so whilst still licking away. The brunette's tongue twisted and curved within the warm cavern which sent waves of pleasure through Hill. Biting her lip to stop from crying out Agent Hill knew she couldn't hold out for much longer. "Alright that'll do for now, dismissed." she told the other agents. "Keep going Parker" she said as soon as the agents had left. Obligingly the hero wormed his tongue within her core and began moving his fingers faster. Hill gave a unrestrained cry as the teen continued. Parker drew out his tongue and began to swiftly flick it up and down. Another loud moan and Maria's wet pussy squirted. The cunning linguist took his head away, mouth coated in juices which he licked off "So do I get my camera back now?" he asked hopefully. "You made a good start but don't get ahead of yourself." Maria informed him.
The next day Hill again pulled Peter away from his duties for another session, thankfully alone this time. "Uh yes! Do that again!" Agent Hill groaned as Peter's tongue twisted from side to side in her pussy. Peter did as he was told and repeated the action. The webslinger felt a firm hand snake into his pants and begin rubbing his semi to full hardness. The hand then moved, helping the other one unbuckle and pull Spidey's pants down giving Hill a good look at his stiffening member. A tingle went through Parker as the agent grasped his length again and resumed jerking. Spidey bucked his hips appreciatively. Maria considered just jerking him off and letting him eat her out until they both came but then she got a better idea. "Alright kid I'll make you a deal, if you can satisfy me enough I'll give you your camera back." The teen enthusiastically agreed.
"Good let's get started properly" Hill told him and peeled off her jumpsuit. Spidey likewise threw off his clothes, showing off his physique. "Where were we?" said Maria, Peter's mouth resumed its work shortly afterwards. Maria gave Peter a few strokes before pushing him onto his back. Maria then positioned herself so her mouth was over the teen's loins and vice versa. Hooking his fingers Peter parted Hill's lower lips and shoved his tongue fully into her. As Parker ate her out Maria twisted her hips, forcing his tongue deeper. Whilst doing that Maria opened wide and slowly but surely enveloped his cock. Lips puckered around the hard shaft as Hill started to slide her head back and forth. Adding to the teen's pleasure was the agent's erotic moans which made his cock tingle. A clever tongue flexed and writhed in Hill's core, savouring the taste and determined to go in as far as possible. A push and the brunette agent's mouth fully engulfed the cock. Spidey gave a groan at the sensation and began to work his tongue faster. The instant she'd adjusted Hill's head pulled back up and slammed back down. The woman was quickly sucking at speed.
Maria and Peter were lost in euphoria, their mouths working furiously at each other's genitals. Parker's tongue worked deep in Hill's dripping pussy whilst the agent sucked and slurped the webslinger's hard pole. A wave of pleasure went through Peter and with a muffled moan he came, filling the woman's mouth with his hot seed. The sudden explosion surprised Maria but didn't slow her fellatio down, if anything it sped up with her head bouncing as fast as she could go. Soon her lover's efforts paid off and her juices once again coated his face.
The duo broke apart after that but Maria didn't even need to pause as she set her tongue to work reviving the hero's erection. The agent's licks and slurps quickly did their job and Spidey was rock hard again.
Wasting no time Hill skewered herself on the teen's length in the reverse cowgirl position, giving an ecstatic groan as she slid down. Maria quickly got used to the cock inside her and raised her hips before slamming them back down. Hill's bounces were slow at first but increased as she carried on. More stimulation was added when Spider-Man's sticky fingers grabbed her firm breasts, fondling at her nipples. As she rode him the chocolate brown hair she'd put in a careful bun came loose and cascaded over her shoulders. Peter's fingers twisted and pinched the sensitive nubs whilst he drove his hips up. The agent's body rocked up and down on the hard length, ecstasy going through her with each thrust. The stimulation on her nipples stopped as Peter moved his hands. The removal was made up for when he took hold of her hips, driving her onto his cock with even more force.
"Oh! Oh! Fuck! Yes!" delighted wails emerged from Agent Hill's mouth as Spider-Man's length thrust deep inside. Raising her hips Maria lifted herself so only the tip was in her hole. Just as suddenly she dropped them, loving the fullness she felt. The second time was even better and the third better still. "Peeeteeer!" The brunette woman wailed as she could tell she was about to blow. Not even slowing a fraction Maria contained to ride the hero until, with another wail, she burst. The cum helped lubricate Peter, his shaft sliding in and out with ease. A few hard thrusts later and giving a loud groan, Parker jerked forward as he came hard. A soft moan came from Maria, She'd never had cum in her pussy before and it felt fantastic.
After a minute of basking in the afterglow Maria lifted off, Spidey's spunk dripping out as she did so. "Excellent work Parker." was all she said. "Thank you Agent Hill." Parker replied. The agent turned to face him, "When we're alone call me Maria." she told him. Spidey nodded "Okay Maria."
"We should be there soon so we'd best get dressed. Go to the bridge I'll meet you there." Maria and Peter had finished another bout of lovemaking and were lying side by side. The two pulled on their clothes and Peter set off to the heart of the Helicarrier. Shortly after Agent Hill joined him with bags in hand. "As promised; your camera, clothes and costume." she told him. "I've also arranged for your Iron Spider armour to be sent here."
"Where is here?" a confused Peter asked. Maria gave a small grin, "Look out the window." As the webslinger did so he saw a bright blue ocean and on a finger of land an old looking domicile and next to a tall white lighthouse. "Welcome to the next part of your training Spider-Man, this is The Lighthouse."
As the Helicarrier hovered the ocean rippled and a portal emerged. Turbines slowing, the craft descended into the watery entrance.
Notes:
End of Chapter 16.
Next Chapter: Good Vibrations.
Yes I did put a Stan Lee cameo in there (R.I.P Stan)