Chapter 1 – A Dying Wish
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"...because you have to...because with great power..." Peter said, in Dr Octopus' dying body

"..comes great responsibility.. I understand" Otto Octavius, in Peter Parker's body sighed, after Peter forcibly shared his memories with him. 

"You better. You're Spider-Man now" Peter said in a weak voice

"MJ? Th.. They're all here. Let me see them" Peter asked

"Here" Otto said, lifting his Peter (Otto's) body off the ground

"Promise me.. you'll keep them safe" Peter said

"I... promise" Otto said

"Hhh... that's all I...ever..." Peter said as his last words failed him

"Peter?" Otto asked

But Peter was gone. Otto looked at Peter in his own original body with conflicting emotions.

"Farewell Peter Parker. Know this. I will carry on in your name. You may be leaving this world, but you are not leaving it to a villain. I swear, I will be Spider-Man. 

Better yet, with my unparalleled genius, and my boundless ambition, I'll be a better Spider-Man than you ever were. From this day forth, I shall become...the Superior Spider-man!" Otto thought to himself. 

He turned around and looked at the crowd. Mary Jane was among them and Otto looked down at his crotch which was standing upright, unable to be hidden by his tight spandex. 

"Now... lets taste the spoils of victory!" he said as he swung off.

--

"Peter? What's gotten into you? You're .... moving too fast.." MJ said, not resisting, yet hesitant towards reciprocating Otto's advances in his apartment.

His hands were already underneath her shirt and bra and he was sucking and kissing her neck while he kneaded her breasts like dough

"I... My nemesis died before my eyes...I'm feeling..." Otto said, licking the nape of her neck.

"Yes.... I saw... then for tonight, just take me. Make passionate love to me. Just don't break me ok Tiger?" MJ smiled as she relaxed

They were only starting to date again, and had not had sex for a long while after their separation. So she felt as if Peter was unfamiliar to her. 

But having a wild lover wasn't a bad idea. It was new and exciting. And after such a brutal battle with Dr Octopus, one of Peter's nemesis that knew his secret identity, she could understand that Peter was just releasing some stress. 

And since they were both still unattached, it was better he fucked her than fucking one of the many other super heroines that she knew Peter knew. 

Having getting her permission to continue, Otto ripped off MJ's bra and sweater in one movement. 

"Oh!" MJ said, shocked that he used his spidey strength so aggressively. 

He suckled on her breasts while his hands roamed down her body. 

"Not... not so fast... Tiger" MJ said, gasping as she felt his mouth suck her nipples as if he was trying to suck milk out of her. 

But he didn't stop and moments later, he ripped off her jeans and her panties and she moaned as she felt his tongue lick her pussy.

He greedily licked it and entered her hole with his tongue.

"Peter! You've never... ahh.. ahh" MJ groaned

"Peter, you've never tasted this? Foolish boy! She tastes wonderful" Otto thought to himself.

He ripped his own clothes off and placed the tip of his erect cock at her entrance

"Wait... it's been so long...." MJ gasped, looking at Peter's muscular yet lean body

"You're already so wet" Otto said

"..ok... just take it slo....oooh!" MJ gasped as Otto rammed his cock balls deep into her

She couldn't react and just moaned as Otto started pumping into her while starting to suckle on her breasts again.

"What a foolish boy you were Peter. Why would you ever let go such prime pussy like this? So what if May died. She can't compare to this young pussy. I know, I nearly married May" Otto thought as enjoyed every sensation MJ's body gave him. 

"Aaah" MJ screamed as she orgasmed for the 4rd time. 

He pulled his still erect cock out of her. 

"You.. you're still hard? Didn't you cum?" Mary Jane asked, seeing that Peter was still hard. 

"Turn around" he said, pushing her body to face downwards and reveal her butt to her. 

"Well, I don't mind another round if you're... what.. wait! That's the wrong ho...." MJ said before she grunted as Peter shoved his cock deep into her anus. 

She grunted in both pain and pleasure at every thrust as he started pumping in and out at a faster and faster rate. 

She's never had anal sex with Peter before, but she did experiment in her younger days, so she wasn't unfamiliar with the feeling. 

It's just that Peter had always been a prude. But now.. Otto was a wild animal. 

Otto Octavius was an older man, who had lived a longer life. Being a rich genius, although he wasn't the best looking man, he had plenty of lovers, and had quite the experience in sex. 

However, with MJ, this was the first time that such a gorgeous specimen was offered to him on a platter. 

"I am superior to Peter, and I will make this woman worship me" he thought to himself as MJ orgasmed for the 5th time. 

--

"Peter? You're up already?" MJ purred from the bed. Last night was the most amazing night she has ever experienced. 

"Yes. I have many things planned today. What are you up to today?" Otto asked

"I... I don't know. I was hoping to spend time together in bed..." MJ said

Otto smiled. Why hurry? Even if he wanted to be superior to Peter, with his genius, he could do more in a day than Peter could do in a week (he thought)

He sat back down onto the bed and kissed her again as his hand reached under the blanket and finger her sore pussy. 

Although she was sore, she wanted more and her hand automatically reached for his penis and pulled it to her mouth. 

As MJ sat on his face, Otto happily ate her out while she sucked on him greedily. 

"You see? I am already superior in every way. She's literally eating out of my hand" Otto thought as his tongue entered her pussy. 

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