Chapter 20: I’ll Make a Man Out of You
The leader of The Lighthouse's S.H.I.E.L.D team was sat looking through reports. Opposite him, feeling more like a student than a superhero, was Peter Parker. "So Peter since you've been here you've come on a long way. Fitz and Simmons tell me you've excelled in the scientific aspects of your training and Daisy, Elena and May have all said you did well in their combat lessons and linguistics." Mack told the young man.
Spider-Man's training was almost over and Mack had called him to his office to debrief the young hero. The large man flicked through the reports giving the occasional sound of approval. "I've also been told that you did well on your 'final exams'." Mack said after he'd finished perusing the documents. Peter thanked the team leader who then continued, "It's been good having you here and I hope the training pays off." Mack rose, extending his hand which the teen gladly shook. Then he dropped a bombshell, "Agent May has volunteered to take you home." To say Peter was surprised was an understatement, he was sure Agent May didn't like him and couldn't imagine her choosing to fly him back to New York. "Why?" he asked, utterly confused. Mack spread his hands in a gesture of uncertainty "Dunno kid. She didn't say but I'm sure she has a reason." Over an hour stuck in a plane with May was not an idea Spidey relished as he was slightly afraid of the Asian woman, mainly when he remembered some of her early training sessions.
** A few days after arriving at the Lighthouse and his training and 'training' with Daisy, Spider-Man was scheduled for combat lessons with Agent May. Although she appeared to be in good shape and knew Tai Chi, Spidey wondered what the petite woman could teach him about fighting, especially when he was already receiving lessons from an Inhuman.
When he entered the training room he saw the older woman finishing some stretches to loosen up which prompted him to do the same, although he stopped after a reproachful glare from May made him feel self conscious. Straightening up May then spoke her first words since Peter arrived "Alright Parker, your first lesson is this; strength isn't everything so you can't always rely on your powers to win." Spidey felt he knew that already but chose not to interrupt. "The objective of this exercise is simple. Hit me." "You're serious?" the teen said with a frown "I'm always serious." May replied. Uncertain but not willing to disobey Spidey clenched his fists and struck at her. To his surprise the woman dodged, causing him to stumble. This earned another disapproving look from May "I can tell you're holding back Parker. Try harder". Peter swung again and May again sidestepped the blow "Come on Parker you might as well be shouting out what you're going to do. Stop trying to hit me and hit me. Don't hold back." she demanded of him. "What? No! I'm not gonna do that." Peter was horrified at the thought. A sudden jab into his face made the teen stagger back in pain clutching his nose "Ow! What was that for?" he cried. "Either fight back or I keep hitting you." was the woman's answer.
Deciding it was better to do as she said Spider-Man thrust out a fist, holding nothing back and fully expecting to cause injury. To his surprise his sparring partner grabbed onto his arm and, with a single smooth movement, flipped him onto his back. "Like I told you; strength isn't everything." Peter could only groan in response. "Now get up you've got a lot to learn." **
Even with his accelerated healing Peter could swear he still felt the bruises from his training sessions with the Asian woman. But he had to admit she'd taught him a lot about fighting and he was now able to last a good few minutes without getting his ass kicked. Peter had a clear idea why they called Agent May 'The Cavalry', he doubted many people could hope to win a fight with her and dreaded getting on her bad side.
Peter's so called 'final exams' had consisted of tests from each of his S.H.I.E.L.D teachers, each assessing a different skill. Fitz had the teen disassembling and then reassembling several pieces of complex machinery, including an I.C.E.R pistol, whilst naming every piece. Simmons grilled him on chemical formulas and had him identify different chemicals as well as what they were used for. Elena used a two pronged approach for her exam, pushing Peter's reflexes and arachnid early warning system (again he really needed to think of a good name for that) to their limit with her powers and simultaneously testing his grasp of Spanish. Daisy's mostly involved her trying to blast Spidey with her powers whilst he fought to stop her. Agent May's final exam consisted of him desperately trying to defend himself again her.
The lessons were tough but the rewards were worth it. Jemma had given him a kiss on the cheek (Fitz was around and their marriage wasn't quite that open for her to go further with him there). Daisy and Peter had a full blown make out session with intent to go further but were interrupted before they could. Yo-Yo was particularly generous and had rewarded him with a hot and steamy quickie in one of the back rooms.
** Lips furiously wrestling the teen and the woman pushed into a secluded room, neither pulling away for an instant. "We gotta make this fast." Said Peter "May's expecting me next and I really don't wanna be late." Elena gave a small chuckle "Lucky for you fast is my speciality." Elena pressed her mouth back to Spidey's and reached her hands down to unbuckle his belt. Elena smirked into the kiss as she felt the rapidly growing bulge in Peter's shorts. Pushing up her shirt revealed to Spidey that Elena was going braless and he planted his mouth and hands on the exposed mounds, gently lapping and squeezing at the hard nipples. A low groan emerged from Peter when Elena started to rub his hardening shaft, the cool metal of her hands sending a shiver through his body. Fingers glided up and down the length of meat, gradually quickening. When the teen was hard enough for her satisfaction she knelt down to put her mouth to work. Another groan, louder this time, told Elena the hero appreciated her tongue's ministrations.
With time of the essence Elena wrapped her lips around Peter's cock and gave a series of short sucks, providing a coating of spit. "You ready?" Elena asked as she pulled down her pants and underwear, her pink folds glistening invitingly. His mouth still occupied with her boobs, Peter gave his answer by pressing his hips forward, his lubed up member gradually easing in. "Ah!" Elena quickly got used to the fullness in her pussy and clenched around the teen. Slowly Parker drew out and slipped back in. It didn't take long for the young hero to find a rhythm for his thrusts. As Peter's thrusts got faster and harder Yo-Yo's cries grew louder and before long the teen drew her into another kiss (having to reluctantly halt his efforts on her nipples) to muffle them. Hips drew back, only to lunge forward again and again. The Inhuman found herself pinned to the wall by Spidey's body, feeling like a teenager again and was loving it. With slow but strong thrusts Peter drove deep into the tight hole. The suppressed moans increased and Peter began to worry about getting caught but continued his efforts nonetheless. "So good!" Elena moaned between tongue wrestling.
A pressure began to build in Peter's cock which grew as he carried on plunging deep into the Latina's pussy. "Elena I'm gonna cum!" Hearing this Yo-Yo tensed her walls again and pushed back harder against the stiff rod. "In me!" she grunted as she felt Peter stiffen inside her. Shortly after the inevitable release came, spurts of teenage cum filling Elena's hole.
After pulling out, causing cum to drip on the floor, Spidey began to straighten himself out and, after exchanging another kiss with Elena, set off for May's lesson.**
With his things gathered Peter went through the Lighthouse saying his goodbyes to the agents of S.H.I.E.L.D and taking a last look around. When he arrived at the hanger he saw May was waiting for him in a Quinjet. "You got all your bags?" she asked coolly. May nodded when the teen said he had "Good, because we're not turning around if you forgot anything. Now get in." The Asian woman quickly settled into the pilot's chair and began preparing for takeoff. "So uh thanks for taking me home." May gave a small sound of acknowledgement whilst flipping switches and pressing buttons. As the engine roared to life Parker tensed and gripped onto his chair, he didn't mind flying as such but he wasn't a fan of the moments during takeoff. Riding in a Quinjet ranked as scarier than flying on a commercial airliner but positively tame when compared to hitching a ride on an alien space-doughnut.
Before long the jet levelled out and the flight became smoother. Once everything was settled Melinda engaged the autopilot and got up "Alright Parker it's gonna be a while until we get to New York so I suggest you get comfortable." When Peter asked what she was going to do the woman gave a smirk and said "What I've been wanting to do since our first session." This set Peter's alarm bells ringing as he began to wonder if she had some kind of torture in mind for him.
Rather than demanding he do one hundred push ups or have him escape from a painful armlock or chokehold, Melinda instead slowly unzipped her jacket and threw it off, eventually followed by her shirt and pants, proudly displaying her athletic form.
Peter stared in amazement, he was sure May hadn't been affected by his pheromones but here she was wearing nothing but lacy red lingerie after performing a striptease for the young hero. A certain part of the teen's anatomy certainly appreciated the display and was standing to attention. "Like what you see?" she seductively asked while slinking over to sit beside Peter. May gently nibbled the teen's ear which sent shudders through him. Never one to refuse such an opportunity as this, Spidey quickly followed Melinda's example, joining her in the same state of undress. Before he could take off his boxers May stopped him "Let me do that for you." May's grin widened as she gradually tugged them down, revealing the hard member inch by inch. When the underwear was fully removed the Asian woman took a moment to lustfully admire the hardness in front of her "You've shown me yours, it's only fair I show you mine." said Melinda, reaching behind to unclasp her bra before teasingly sliding her panties down. If possible Spidey got even harder at the sight of Agent May naked as the day she was born.
A slender hand curled around Parker's manhood, caressing and squeezing it gently. Almost tenderly May pressed her mouth to Peter's in a heated kiss. As she kissed him May's hand sped up it's jerking and stroking. Low moans emerged from the teen at the woman's skilled hand. Melinda gave another smile and broke the kiss "Let's get down to business." The black haired woman lowered her mouth from one head to the other, maintaining eye contact with Parker all the while. A warm wetness ran down Peter's boner as May dragged her tongue from tip to base and back again. The fleshy organ traced a line along the shaft. May continued slurping and lapping at Peter's member, each lick causing Peter to shudder. Again May ran her tongue to the eggs below, circling and mouthing his balls and giving the occasional suck. Another loud groan indicated Spidey was enjoying himself. May's tongue moved from Peter's balls, gliding up to his swollen tip and flicking back and forth, slowly at first but swiftly accelerating and coating his lower head in spit. May's experienced tongue had Peter in a state of bliss and he could feel his load preparing to blow. When he felt her tongue alternate between fast and slow licks he couldn't hold it any longer and blew his spunk onto her face.
Melinda didn't seem to notice her new face paint and carried on lapping the still hard shaft. Eventually the tongue withdrew but was instantly replaced by her soft lips gently engulfing the tip of his cock and gently sucking. May's head gradually slid down to take more in but then slid back to just the tip. When she took Peter in again she suddenly stopped "Ush 'e" she said around the meat. Peter frowned. " Ush 'e" Melinda said again more urgently and this time the brunette got the message and placed his hands on the back of the Asian woman's head, pushing it down his cock. May swallowed the cock with ease, not even gagging as it slid down her throat. "Oh yeah, yeah, yeah!" Spidey moaned at May's deepthroating, she'd wasted no time rapidly bobbing her head. A grunt and a meaningful look from May told Peter to go harder. Each time Melinda's head went down Spider-Man bucked his hips forward, pushing in every inch of his boner. May's skilled, warm and soft mouth around his member was a euphoric feeling which was quickly bringing him close to the edge again. Melinda was currently oblivious to this, completely engrossed in taking the hard dick. This time Peter was able to warn the agent before blowing his load. She respond to his warning by speeding up, her head practically becoming a blur. "Cuuuminng!" Peter cried out. May stopped sucking to take the hot cum, greedily drinking it down but letting some splatter on her lips. "You taste good." she purred after licking her lips. Her tongue darted out a few more times to polish off the remaining cum before lying on the floor with her legs spread. "Please Peter lick my pussy please." she pleaded.
Peter was surprised at the woman's eagerness but was more than willing to do as she asked. Spider-Man crawled onto the floor, positioning his head above her pussy, the hero stuck out his tongue and teasingly ran it up her slit. When he did it again May gave a mewl of pleasure. Peter's tongue then began to flicker and twirl around her folds, determined to lick every part. "Ohhh" Melinda cried out again. "Stop teasing." Spidey elected to ignore the woman and carried on tracing lines around her sensitive hole but this time added a finger to accompany his tongue. Melinda's cries grew louder and so did her plaintive requests for him to end the foreplay. "Pleeease!" she mewled and Spidey gave in, delving his tongue into the love tunnel and scooping it back out. Pressing his head deeper Peter's tongue twisted and writhed within the warm wetness, savouring the taste of precum. "Use your fingers, please use your fingers." May cried and the teen did so, shoving a pair inside, spreading them to widen the opening for better access. An idea came to Peter and, with his free hand, eased a finger into the Asian woman's tight asshole. Melinda was startled at the feeling but wasn't unhappy with it, a fact she expressed with a sultry groan. Eager to make Spidey feel good as well May returned her tongue to the boner by her face, alternating between licks and sucks. With his face buried between her thighs Peter moaned his pleasure and set about licking even harder. With as much effort as he could, Parker thrust his tongue deep in and out of the woman's hot pussy. His efforts were rewarded "Ah! Oh! Oh! Oh!" May came in a jet of cum. Even after already cumming twice Peter could again feel himself getting close from May's suction. To his disappointment though she popped her mouth off "Please Peter, cum on me. All over me!" With some reluctance the webslinger stood and started to jerk off, heat rising through his cock. With a buck of his hips, he burst, giving May what she wanted, white fluid splashing onto her shapely body.
May stood up taking in the sight of her cum soaked body and pressed herself against peter to lick her own juices off his face. When she'd finished and not a drop remained the Chinese woman leaned close and ran her tongue over Peter's mouth. asking for access which he granted and pulled her into a steamy kiss. Eventually the two broke for air. Melinda sank to her knees and put her hands to work, one bringing the webslinger's erection back and the other rubbing at her wet chasm. As his dick stiffened Agent May once again took it in her mouth to speed up the process.
With a pop May removed her mouth from the cock in front of her. Deciding to put on a little show, the Asian woman set about groping her breasts, even pushing them to her mouth to lick the nipples, and fingering her pussy. "Please fuck me!" May begged. Spider-Man couldn't help but laugh at the contrast from earlier, tough stoic Agent Melinda May was a total sub. Taking advantage of this (in revenge for the the harsh training sessions) Parker pretended to think about it "Hmm I dunno. Have you earned it?" he teased. May gave a whine "Please fuck me!" she asked again "I'm sorry about at base I was trying to stop myself from giving in to you." Spidey raised an eyebrow at this but still kept pretending to consider it "Maybe if you ask me nicely...". Another whimper emerged from the woman "Please! I need your big hard cock in me!" she begged. "Hmm. Alright." the brunette then lowered himself down and aligned his meat with the eager wetness, steadily easing the head in.
"Oh yes!" Melinda wailed as Peter slid in. Little by little the hard shaft slipped in, sending waves of pleasure through May. "You ready?" the hero asked once partially sheathed, May gave a moan which he took to mean yes and drew back. The first thrust had May seeing stars "Again!" she pleaded and clenched around Peter. "Here we go." Spidey again pulled back but this time his whole length rammed into Melinda with the sound of slapping flesh. "You're so warm and tight!" Moaned the teen as he fucked the woman, he was surprised at her tightness given how experienced she seemed. It'd been too long since the Asian woman had felt a dick in her, especially one so enthusiastic and she hadn't felt so good in a long time. "Harder! Please fuck me harder!" she called over and over.
Sliding his waist back, drawing his member all the way out Parker let May experience the emptiness for a second before plunging his rod deep in her pussy, much to his partner's delight. "Yes yes yes! keep going!" The teen sped up, his cock acting like a piston and pumping the woman's snatch for all its worth. Thrusting hard and fast Peter grabbed onto May's legs, pushing them back to pound her harder. Peter was relentless, each time he drove in was payback for the painful training.
A burning ball of pleasure had formed in Melinda's core, growing with each wonderful thrust from the webslinger. The heat grew and grew until May felt it erupt "Yeeess!" she squealed in ecstasy as she came like a hose, sticky cum flooding out her core. Spidey's stamina allowed him to last longer as his cum slick member continued plunging in and out. If possible Peter managed to speed up, causing the sound of flesh on flesh to grow louder. "Here it comes!" Parker cried as he felt the pressure build in his cock. "Yes!" cried May "Please I want your cum in me!" Peter gradually slowed his thrusts and giving a loud grunt he erupted, his seed coating May's inner walls and oozing out between her lower lips.
Needless to say the pair were exhausted and lay basking in the afterglow. A beeping from the pane's dashboard brought them back to their senses "What was that?" Peter asked, concern in his voice. "Relax." said May "It's just a destination alert. We're only a few minutes from New York. So we'd better get dressed."
Now fully clothed Melinda was back in the pilot's chair with Peter sat next to her. "Hey. You said earlier you didn't want to have sex when we were at The Lighthouse how come?" he asked her. To his surprise a faint blush coloured the Chinese woman's cheeks as she answered "Well I get excited and loud during sex and I have a reputation to uphold which would be ruined if anyone heard me. No one would take me seriously anymore." "We could've gone in a back room, they're quiet." Spidey said. May gave the teen a disbelieving look "Really? Like you did with Daisy, Jemma and Elena?" This time it was his turn to blush "You know about that?" May nodded "Pretty much the whole base knows, you weren't exactly quiet." Spidey groaned and buried his face in his hands in embarrassment. "Have a look out the window that'll cheer you up." Melinda said to him. Doing so Peter's spirits lifted at the familiar sight of the NYC skyline after his long weeks away.
The jet set down not too far from the Parker residence and, after giving Melinda a goodbye kiss, Peter set off home, unable to keep the smile off his face. A buzz from his phone made Peter stop to see that he had a text. Aunt May: Hey champ if you're gonna web swing back get changed before you get to the apartment, your friends wanted to hold a welcome back party for you. See you soon. Love you.
All of a sudden a gunshot rang out followed by a scream. Another shot told Peter where it was coming from. Pulling on his costume the hero swung into action, the party would have to wait. Look out New York, here comes the new and improved Ultimate Spider-Man!
Notes:
End of Chapter 20.
Next Chapter: Hello Nurse.
Well that draws the S.H.I.E.L.D arc to an end what did you guys think?
Merry Christmas everyone.