A/N: Marvelous Job Benefits was a commissioned one shot originally written back in May of 2020. Posting it here for people to enjoy!

Summary: A Marvel AU in which MCU's Captain Marvel takes Kamala Khan under her wing. A year into Kamala's training to be the next Captain Marvel, Carol introduces her to one of the better side effects of the job. Namely, mind-blowing sex with the Amazing Spider-Man.

Themes: Threesome, Rough Sex, Fucked Silly

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"H-Holy shit, you're Spider-Man."

Peter Parker chuckles, even as he tosses a glance in her mentor's direction.

"That's right, I'm Spider-Man."

At the same time, a voice from the other end of the apartment calls out.

"Peter? Did we have some guests come in through the window again?"

Calling back to his beloved wife, Mary-Jane Watson, the man, the myth, the legend raises his voice as he answers her.

"Yeah, it's just Carol and her cute little protégé!"

"Oh, how fun! Let them know dinner should be ready by the time you three are finished if they want to stay!"

"Will do!"

To say Kamala Khan was flummoxed would be the understatement of the century. She was also in awe, standing in the presence of one of THE greats, a genuine hero… the Amazing Spider-Man. Of course, she was also standing next to her own personal hero, Carol Danvers, otherwise known as Captain Marvel (though Kamala was currently nearing her eighteenth birthday, where Carol had said she would hand over the moniker to Kamala entirely) but when it came to Carol… well, as much as Kamala felt a likely unhealthy dose of hero worship for Carol Danvers, she HAD spent the last year as the woman's apprentice.

Ever since Carol had come back to Earth and heard about Kamala using the name Ms. Marvel and wearing duds similar to Carol's own, the gorgeous blonde heroine had taken it upon herself to train Kamala up into something worthy of the name 'Marvel'. Kamala certainly hadn't disagreed, honestly, she was just glad that Carol hadn't taken offense to any of it or turned out to be a bigot in any shape or fashion.

Regardless, Carol was Kamala's idol yes, and her hero, but at the end of the day, she'd become a known factor over the past year. Peter Parker on the other hand, aka Spider-Man himself… this was Kamala's first time meeting the man. She was standing in Peter's bedroom, and it was her first time ever meeting him… oh man, if she weren't made of such sturdy stuff, she would definitely be swooning right now.

Pulled from her introspection by a sudden hand on her shoulder, Carol pipes up from Kamala's side, drawing her and Peter's attention.

"That's right, he's Spider-Man. Though more importantly for our purposes, he's Peter Parker. I thought, given how well you've been doing, it was time to introduce you to another benefit of the job, as it stands. Mind-blowing sex with THE Peter Parker."

Kamala's eyes near-bulge out of her head at that, perhaps even a little exaggerated by her power, though if so, it's not on purpose. Just like the fact that she's using her power to give herself just a little extra cushion in the chest as well as the ass is totally not on purpose, no sir. Kamala didn't even know she was doing it, nope, definitely not.

Regardless, Peter eyes Carol for a moment with mild exasperation, before looking back to Kamala and sliding his gaze up and down her body, as if to take her measure. The Pakistani-American flushes but nevertheless straightens her back and puffs out her chest… perhaps a bit more literally than she intends, her breasts expanding just a bit more in response to him gazing upon her. I-It's not conscious, really it isn't… she just doesn't want him to see her as some kid.

Even IF Carol hadn't exactly told her what they were doing or where they were going when the blonde had dragged her here. Would she have come if her mentor had been up front with her, if Captain Marvel had told her they were going to go have sex with Spider-Man as some sort of reward for all her progress?

… Yeah, probably. What? Kamala was a growing young woman, and she had needs. So what if the most she'd ever done was kiss a boy. She knew what sex was, she knew how fun it could be, just as she knew how lame it could be. And maybe she was a virgin, but what better way to lose her virginity then to a genuine hero like Spider-Man? Though… his wife was literally in the other room and remembering that put a small damper on Kamala's ardor.

Peter raises an eyebrow, as if he's reading everything going through her head on her face as it happens. Which, to be fair, he probably is… she doesn't have the best poker face, Carol is always telling her she needs to work on it.

"And are you okay with this, Ms. Marvel?"

Blushing at having THE Spider-Man calling her by her actual title, rather than something endearing but condescending like 'sweetie' or 'darling' or 'kid', Kamala nods her head rapidly, before hesitating and glancing towards the door.

"Y-Yes! … Ah, but um… what about MJ?"

Mary-Jane Watson and Peter Parker were THE power couple of New York. At least in Kamala's mind. Oh sure, there were a dozen others who could fit the bill, it was New York after all, home to millions of people, many of them rich, famous, or powerful in some shape or form. But MJ and Peter… their love story had ended up broadcast along with Peter's secret of being Spider-Man, and as a result everything they'd been through together was pretty much public knowledge.

Except for this. Kamala hadn't heard anything about Peter cheating on MJ while MJ was cooking him dinner, but he hadn't denied Carol's words, so something was CLEARLY going on. As it so happened, before Peter can answer her question, Kamala's mentor steps in, chuckling as she gives Kamala a pat on the shoulder.

"Not to worry, MJ knows. She's alright with it. You'll understand why when we're done. Peter here… is just way too much for one woman to handle. You could say that he and MJ have an open relationship… though I doubt Mary-Jane would ever bother with another man, with what she gets from Peter on a regular basis."

Now the man who Kamala knows to be Spider-Man is blushing profusely, while also sheepishly grinning. Kamala, meanwhile, is also blushing like mad… because really, Carol is talking a big game. She can only hope that Peter doesn't disappoint. Either way, with her consent given and her worries laid to rest, her mentor seems to decide that Kamala is ready to begin… because the next thing the caramel-skinned heroine knows, her top is yanked down, letting her sizable chest bounce free of its confines.

"Let's get started!"

Carol proves to be quite eager to get things underway, even as Kamala squeaks here and there at the speed everything happens in. In the end though, it's not long before the younger heroine finds herself topless and on her knees with Carol at her side… and Peter Parker's gorgeous, massive member hovering in front of her lips, barely half-hard at this point. But then, judging by how much blood flow a dick that size would need, Kamala can understand why.

"Go on then… lick it. Get in there, nice and good."

Blushing as Carol's words whisper in her ear, while at the same time the blonde is groping her from behind, almost seeming to be teasing her over her embiggened bust, Kamala nevertheless reaches out and grabs hold of Peter's cock, feeling a tang of satisfaction as he groans at her touch. Then, she puts her mouth on his member, kissing and licking and slurping at his shaft as she looks up the entire while, trying to make sure she's doing a good job.

From Carol's constant encouragement, and Peter's positive reactions, she knows she is. Soon enough, Kamala is taking THE Spider-Man into her mouth, slurping his cock as she swallows his length more and more, until he's hitting the back of her throat. She can't go any further than that, and it's a little frustrating to be honest, but Carol whispers consoling words in her ear that make her feel better.

"It's alright… it's a lot of meat to handle all at once, sweetheart. Next time, I'll teach you how to deep-throat that massive rod, okay? For now… let's move on."

That last part is said in a louder tone, drawing a nod from Peter as he pulls his cock back away from Kamala's puckered lips. The caramel-skinned heroine can only blush even more as Carol pulls her up to her feet and proceeds to strip her the rest of the way down. Kamala's only consolation is that her two idols proceed to get naked as well, Carol getting rid of the rest of her costume to show off every bit of her beautiful pale figure, while Peter strips out of his shirt and exposes a truly chiseled physique that has Kamala's breath hitching.

When Carol escorts her to the bed, Kamala doesn't stop her mentor from effectively manhandling her into position. Instead, she lets Carol place her on her hands and knees, she lets the blonde press her shoulders down until her cheek is on the bed and her ass is lifted up into the air. Peter's voice echoes out through the room and Kamala blinks at his exasperated tone.

"Really, Carol?"

Carol snickers and when she responds in sing-song, her tone is cheeky.

"Face down, ass up, that's the way I like to fuck~ Mm, Kamala is my protégé… it only makes sense that she learns the way I did… getting dominated like a little bitch by that big, fat cock…"

Shaking his head, Peter nevertheless gets into position. However, before even bringing his cock to her dripping wet virgin entrance, he meets Kamala's one visible eye, looking down at her from above, past her gorgeous caramel ass and her arched back.

"Is this what you genuinely want for your first time? We can change it up if you like."

Kamala bites her lower lip and shakes her head as best she can.

"I-I don't mind."

And truth be told, she really didn't. This was… sort of thrilling. Like Carol said, the idea of getting dominated like… like a l-little bitch by Peter's big fat cock… it wasn't something that had ever crossed her mind before, until she was in Spider-Man's bedroom, sucking his cock. Perhaps part of her was disappointed in herself for not being able to take him deeper into her mouth. Perhaps part of her believed she was due a… punishment.

In the end, it didn't matter. Peter nods at her response, gives her a reassuring smile… and then takes hold of her dark-skinned hips and plants the head of his massive schlong against her waiting pussy lips. Kamala has to bite down on the bedding to stifle the noises attempting to exit her throat as he pushes into her, but luckily thanks to her power, it doesn't have to hurt. Not until he tears her hymen, that is, and then there's a sharp pang of loss… before it starts to feel REALLY good.

"Oh yeah, now you're getting it. This is one of the better perks of the job, I'll admit. Fuck Peter, don't you dare hold back with her. You didn't hold back with me, did you?"

As Peter settles into a reasonable pace (at least in Kamala's opinion) plunging in and out of her depths, he snorts at her mentor, who even now has fallen back onto her ass mere inches from Kamala's head, beginning to touch herself to the sight of her protégé and New York's Webslinger getting it on.

"I didn't hold back with you because you were being a total bitch and goading me on, Carol. Kamala here doesn't deserve half of what I did to you before you were satisfied."

Carol growls at that, and honestly, Kamala is a little annoyed too. She can take it! As if reading her mind, Carol's words mirror her inner thoughts perfectly.

"She can take it! Her powers allow for a certain… elasticity. Give it to her, Peter… give it to her hard~"

Trying to back up her mentor's words, but loathe to let go of the bedding she's biting down on, lest she make a fool of herself with her whimpering mewls and cries of ecstasy, Kamala settles for backing IT up all over Peter's cock, thrusting her hips and her embiggened caramel behind back into his thrusting member to try and make it clear she was ready for more.

Luckily, Peter seems to get the idea, snorting derisively before chuckling and letting out a sigh.

"Fine… fine."

SMACK!

Kamala's eyes bulge out of her head again as the first of many hefty smacks comes down on her bottom. Peter proceeds to fuck her much harder from then on out, while at the same time spanking her caramel ass until it's a nice rustic red. He plows her silly, for lack of a better word. Kamala's first orgasm arrives soon after, and Carol crows about it like it's evidence that Peter going harder was what her protégé needed all along.

Privately, Kamala is quite sure she was bound to cum around Peter's gloriously thick prick sooner rather than later regardless, but she's in no position to contradict the blonde woman. Regardless, Peter continues to fuck Kamala silly, and Kamala continues to climax around his shaft. Her inner walls clench and squeeze along his length, and her booty claps against his crotch. Over time, however, the primary weakness of Kamala's powers makes itself apparent.

Simply put, overuse of her healing factor temporarily weakens her elasticity. And the way Peter is fucking her now, like a savage, so brutally… is definitely overexerting her healing, funnily enough. Normally, Kamala has fairly good stamina. But then, normally Kamala isn't up against the Amazing Spider-Man.

By the time Peter pulls out of her and sprays his seed all over her back and her hair, coating her backside in his cum, Kamala is a twitching mess even before he gets her messier. She understands now, why MJ is cool with Peter fucking other women. She understands, because as she glances back with one tired eye, her face still half-pressed into the bed, she can see it, his massive member, swinging hale and hearty above her ass.

He's still hard, even after fucking her into a puddle of nonresistant jelly, even after cumming such a thick load all over her backside… he's STILL hard. Meanwhile, Kamala has lost all of her 'improvements', leaving her as little more than her usual lithe self, her tits and ass back to their normal size as she bites her lower lip, hoping Peter doesn't judge her too much for it. But the hero just gives her a reassuring smile… before her mentor interjects with a strangled cry.

"W-Wait! If you're not going to cum inside of her, you should have cum in my mouth! Don't just WASTE it!"

Peter just chuckles as Carol lurches up from where she'd been masturbating all this time, seeming genuinely aggrieved that he'd cum all over Kamala, not out of care for her protégé (though Kamala didn't doubt that Carol cared about her) but simply because she apparently didn't want Peter's seed to go to waste.

"If you're that upset about it… go ahead and clean it up, Carol."

Kamala lets out a tired giggle at that, because surely Carol wasn't going to- but before she can even finish that thought, Carol cuts her off, both her inner monologue and her giggling, as a very wet, needy tongue begins to slurp at Kamala's caramel skin, cleaning her one desperate lick at a time. Kamala's eyes widen for the third time in as many hours, even as Peter snickers at Carol's perverse action and proceeds to get behind the beautiful buxom blonde.

Taking a fistful of Carol's shoulder length blonde hair, he guides her tongue across Kamala's back and backside, even as he proceeds to fuck Carol from behind just as he fucked Kamala. The Pakistani-American can only watch from her face down, ass up position as strength slowly returns to her, soft moans leaving her lips from Carol's ministrations as Peter has his way with both of them for some time.

Eventually though, things do come to a close. It ends with a shower, Peter's shower proving surprisingly large, big enough for all three of them to have one final bout of fun in. Then they get cleaned up, with Peter picking some of the clothes MJ no longer wears very much out of the back of her closet and handing them over for the two superheroines, who came only in their costumes, to wear to dinner.

MJ certainly doesn't seem to mind, not the clothes sharing nor the husband sharing, if the way she acts at dinner is any indication. The red head is undeniably smug that Peter is HER husband though, even as she has Kamala recount how it felt to have her first time taken by THE Spider-Man. Amazing, is really the only way Kamala can truly describe it. Totally, utterly amazing.

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