Disclaimer: Spider-Man & She-Hulk, the Avengers, and the Hulk are owned by Marvel Comics.

Ah, there's nothing like a nice good web swing through Manhattan at night just to get your mind off things, yes sir", Spider-Man said as he swung around the city after having stopped a group of punks from committing a robbery at a local bank. So far, things have been going good for the web slinger. He had became a freelance member of the Avengers, meaning he could still continue his solo crime fighting, and also assist his teammates on occasion incase of an emergency.

It was nice, quiet, and safe at this time of night. Spider-Man knew for a fact that there would be no crime at this hour since all of his enemies were locked up at the Ryker's Island prison, under heavy guarding and surveillance, and all the petty criminals and thugs were all arrested by New York's finest. Tonight was going to be a great night for the wall-crawling hero. After swinging for about five hours, Spider-Man decided to stop for while. Releasing his web line, Spider-Man landed down near a bar called Shade's.

Oh great, of all the places I land at, and now I'm at a bar, how exciting", Spider-Man said sarcastically. Spider-Man was never really fond of bars, especially one like this. He knew alot about bars, and all the things that happen, which include drinking, smoking, and getting into bar fights, and he hated all those things. Regardless, he looked in through the window, observing all that was going on.

Hmph, look at all those people in there, drinking their heads off, it makes me sick, I am so glad I'm not a drinker, oh look there's She-Hulk over there by the count- , SHE-HULK", Spider-Man suddenly shouted as he noticed her sitting at the counter, with her head down on the table. The sight of She-Hulk in a bar really surprised Spider-Man.

I don't believe it, what is she doing here in this bar, I don't know why, but I'm gonna find out right now, and as much as I hate bars, I have no choice but to go in there", Spider-Man said to himself as he walked into the bar, gaining surprised stares from everyone.

It's okay everybody, I'm just here get She-Hulk, that's it", Spider-Man stated simply.

As he made his way over to her, Spider-Man overheard two guys talking about She-Hulk.

Sam, is she sexy or what?", asked the man.

Yeah, sure is Donny, I'd love to sleep with her, I wonder how tight she is", Sam replied.

That's something which is none of your business, you dumb morons", Spider-Man who was standing in front of them with his arms crossed. The two men reacted with fear at the sight of the web slinger.

Were sorry Spider-Man, we didn't mean to say that stuff, I beg of you please don't hurt us", Donny pleaded.

You're lucky that I won't have you put in jail for those sexual comments you made, why don't you do yourselves a favor and get outta here before I change my mind", Spider-Man said in a serious tone.

Doing as they were told, Donny and Sam got up and left. After they were gone, Spider-Man continued walking towards She-Hulk. The moment he reached her, he tapped her on the shoulder to get her attention. She lifted her head up and turned to face him.

She-Hulk, what are you doing here in a bar, at this time of night?", Spider-Man asked.

Heeeeyyyyyy there Spider-Man, what are you doing here?", She-Hulk replied in a drunken tone.

What, me, that makes no sense, what are you talking about?", Spider-Man asked confused.

Hey did you hear on the news about the cat stuck in the tree?", She-Hulk asked stupidly.

Wait a minute, why are you saying stupid things like that, oh my god, you're drunk", Spider-Man accused her.

No I'm not", She-Hulk lied.

Yes you are, you think I can't tell, I'm not stupid She-Hulk, you're drunk and there's no denying it", Spider-Man said.

Then suddenly, She-Hulk started singing for no reason at all.


Please,please stop singing, you're giving me a headache", Spider-Man complained.

Then She-Hulk suddenly grabbed Spider-Man in a hug, accidently pushing his in-between her large breasts, all the while huggng really tight, nearly crushing him.

Don't worry sweetie, a big hug will make you feel much better", She-Hulk said affectionately.

She-Hulk, let me go, you're suffocating and crushing me", Spider-Man said pushing himself from her grasp.

Did you know you look like Jay Leno?", She-Hulk asked.

That's it, I've had enough of this, you wasted my time long enough, I'm taking you out of here now",Spider-Man said grabbing her arm, attempting to take her with him.

Oh you are such a kidder", She-Hulk said while shoving Spider-Man really hard, not knowing her own strength, sending him crashing into some tables and knocking over glass beer cups, shattering them on the floor.

Oops, hehe, sorry", She-Hulk apologized.

Hey, you alright Spider-Man?", asked the bartender.

Yeah, I'm fine, it's no big deal really, I'll even help clean up this mess", Spider-Man replied.

No, that's okay, I'll have my staff clean it up", the bartender replied.

She-Hulk, I didn't want to do this, but you leave me no choice, If I can't lead you out, I'll have to carry you out", Spider-Man said.

Within seconds, Spider-Man grabbed her and hoisted her over his shoulder. As he walked towards the door, he heard everyone gasping and whooing at him.

Whoa, Spider-Man's gonna get some tonight", said a man at a table.

Oh shut up", Spider-Man replied as he walked out the door.

Seven minutes later.....

After swinging for about several hours, Spider-Man finally made it back to his apartment, still carrying She-Hulk over his shoulder. Landing on the buliding near his apartment, he opened the window and climbed inside, making sure not to hit She-Hulk's head on the way in. When he got in, he put She-Hulk down on the couch softly.

Well, you're obviously too drunk to go back to the Avengers Mansion , and it's too late for me to head back myself, so I guess the two of us will have to stay here in my apartment for the night, just make yourself at home and I'll get you some ice water", Spider-Man said before heading to the kitchen.

He's got a cute butt", She-Hulk said quietly.

What was that?", Spider-Man asked.

Nothing, nothing at all", She-Hulk answered.

While he was in the kitchen, Spider-Man began wondering about something.

I just don't get it, why the heck would She-Hulk want to drink alcohol in the first place, this isn't like her, but still, I can't blame her, it's her life, but I don't drinking is the best part of it", Spider-Man said to himself while fixing a cup of ice water for She-Hulk. Afterwards he walked out the kitchen and gave the water to She-Hulk, who drank it within seconds. Spider-Man then sat down on the couch next to her and turned on the TV.

Boy, this is one heck of a weird night", Spider-Man said.

But then, without warning, She-Hulk leaned over to the web-slinger and kissed him lightly on the cheek before moving back away from him.

Spider-Man touched the side of his face where She-Hulk had kissed him, it made him feel confused, yet somewhat flattered at the same time, but he shrugged it off at the last minute. But then suddenly he felt his mask being lifted from his neck to his face, he soon realized that She-Hulk was trying to take off his mask.

Hey hey, whoa, what are you doing She-Hulk?", Spider-Man said as he pulled away and readjusted his mask.

I can't help it, you are just so adorable, it makes me want to plant a big kiss on you right now", She-Hulk replied as she crawled over to him on the couch until she was on top on of him.

Wa-wa-wa- wait She-Hulk I don't think this seems right", Spider-Man said nervously.

Suddenly, She-Hulk lifted Spider-Man's mask up until his mouth and nose were exposed. Before he could object to this, She-Hulk captured his lips with her own, engaging him in a kiss. Spider-Man in the meantime was shocked by the this sudden change of behavior from She-Hulk, he never once intended for this to happen, in desperation he tried to push her off of him, but her strength kept him pinned down. Spider-Man's reaction only caused She-Hulk to kiss him more harder than before, slipping her tongue inside his mouth. Spider-Man couldn't help but shiver slighty as She-Hulk's tongue slithered around in his mouth, licking around everywhere in his mouth. Soon, something changed in Spider-Man, and he started wrapping his arms around her, returning the kiss, having lost complete control of himself. Pretty soon, they were making out as they got up from the couch and headed for the bedroom, without even breaking their kiss for air. The moment they made it to their destination, they collapsed down on to the mattress, still kissing like there was no tomorrow, with She-Hulk still on top.

She-Hulk then pulled away for a while and started undressing right before Spider-Man's eyes. She first started off with removing her gloves and tossing them on the floor, then afterwards she took off her shoes and socks, and finally she reached behind her back, unzipped her leotard and let it slide down her shoulders and off her body, revealing a black strapless bra and a pair of matching black panties. Spider-Man stared with surprise at how beautiful her body looked in front of him.

WHOA MAMA, WHAT A WOMAN",Spider-Man yelled.

Wait a minute, I'm not done yet", She-Hulk said flirtatiously.

Afterwards she reached behind her back again and unbuttoned her bra, letting it fall off, revealing her large, green, well rounded breasts, then she grabbed her panties and slid them down her legs and pulled them off, tossing them on the floor next to her other clothes. She-Hulk was now completely naked.

She then crawled on to the bed and began taking off Spider-Man's pants, along with his underwear, and tossed them on the floor. Spider-Man than decided to help out by taking off his gloves and shirt, all the while keeping his mask on, in order to conceal his identity. Then after his costume was completely removed, She-Hulk took the time to examine his firm muscular body. She couldn't help but swoon over how handsome his body was, after all, knowing Spider-Man, he always made sure to keep his physique in good shape.

They continued from where they left off and resumed kissing. As they did, Spider-Man ran his hands along She-Hulk's body, rubbing all around her body, all the while She-Hulk was rubbing circles around his chest and abs and rubbing his legs and thighs with her own. She then raised up off him and placed his hands on her breasts, allowing him to feel and squeeze them if he wanted to. He did that exact thing, he gave them a tight squeeze, which made She-Hulk squeal and giggle in response.

That tickles huh, well how about this", Spider-Man said right before he took his right hand away from She-Hulk's breasts and slipped it between her legs, where he began fingering her vagina, making her moan in satisfaction.

Ah, ah, ah, ah, oh, that feels so good, I think I'm gonna, I'm gonna- AAAAHHHH", She-Hulk screamed as she squirted her love juices all over Spider-Man's hand and on his legs. Spider-Man moved his cum covered hand over to to his mouth and licked it, he immediately enjoyed the taste.

You taste delicious", Spider-Man stated.

Well then, you're about to be satisfied for sure baby", She-Hulk said.

She then positioned herself over Spider-Man's fully erected manhood and within seconds, she carefully placed her vagina down on his cock until it was completely inside. She then began thrusting up and down on Spider-Man's cock at a slow rate, both heroes moan loudly as this took place. Pretty soon, She-Hulk started thrusting harder and faster with reckless abandon, causing her and Spider-Man's moans to get louder and louder by the minute, they were both coming close to a climax.

Spider-Man, I think I'm about to do it, I'm about to-

It's okay She-Hulk, me too, just do it, DO IT NOW", Spider-Man said.

Sooner or later, it happened



The climax took place as both Superheroes squirted their love juices on one another, with Spider-Man squirting into She-Hulk, while the latter squirted out her juices on to his body. They were both covered with sweat and cum, and pretty soon, they both fell asleep next to each other under the covers.

The next morning......

Spider-Man woke up at about 7:00 am in the morning, having no memory of what happened last night.

Oh man, what happened yesterday, and oww, why do my testicles hurt so much", Spider-Man wondered.

Boy, what a headache, I guess drinking alcohol isn't the best thing to do", said She-Hulk, who had also woken up.

The moment they noticed each other naked in bed together, theirs eyes widened with surprise and they did the one thing they could do. They screamed.


Spider-Man, what are you doing here?", She-Hulk asked while grabbing the blanket to cover herself.

I live here, what are you doing here?", Spider-Man replied doing the same thing with the sheets.

I don't know, how did this happen?", She-Hulk asked.

Wait a minute, let me think, let's see, if i could just figure out-, hey wait, now I remember what happened, I was out swinging through the city that night after I stopped some criminals from robbing a bank, then I got tired and decided to take a break, I landed near that bar called Shade's, and while I was looking through the window, I saw you up at the counter passed out, and as much as I hated bars, I had no choice but to go inside and get you, when I walked up to you I found out you were drunk from the way you spoke to me, you said all these weird things, you sang Row Your Boat, you nearly crushed me in a hug, and you shoved me so hard that you knocked me into some bar tables and made me knock over some beer cups, so I carried you over my shoulder and took you back to my apartment to stay for the night. Then afterwards you started trying to come on to me, you almost took my mask off, and then you kissed me, and for some reason I don't know, I somehow lost complete control of myself because of that kiss, and I'm gonna have to stop there because the position we're in right now is just embarrassing", Spider-Man explained.

She-Hulk was silent for a moment, then she bursted out laughing like crazy.

Hey, what's so funny, what are you laughing about?", Spider-Man asked in disatisfaction.

I'm- I'm - I'm sorry, its just funny that all those things you talked about are what lead to the point of where we had-

Don't say it",

We had-


We had-


We had sex", She-Hulk mentioned jokingly.

Aww, ya said it", Spider-Man complained.

Oh boy, this is just so rich, I can't wait to tell the others about this back at the mansion", She-Hulk said.

What, oh no no no no no no, no you don't, you're not telling anyone about this, ever", Spider-Man told her.

And why shouldn't I webhead", She-Hulk asked cockily.

Because, I don't want rumors being started about us being a couple, that just wouldn't sit well for me", Spider-Man answered.

I don't really believe that's a problem, you do look kinda cute", She-Hulk said with mock seduction.

Yeah, well keep dreaming, because this secret's not getting out anytime soon", Spider-Man retorted.

You're really being serious about this aren't you, I always thought you were just a wisecracker", She-Hulk commented.

Of course I'm serious, I don't always joke around about everything, only my enemies, this is a serious matter", Spider-Man stated.

Really now, you're freaking out over this one little thing", She-Hulk commented.

I'm serious, you are gonna swear to me right now that you won't tell anyone about this, I mean it", Spider-Man said.

Okay, I won't tell anyone", She-Hulk said simply.

Oh no, you have to swear on it", Spider-Man reminded her.

Alright, I swear I won't about tell anyone about this, ever", She-Hulk stated.

Good, now if you don't mind, I need to take a shower and get clean, and so do you, I'll shower first, then you go next", Spider-Man said.

But couldn't we shower together Spidey widey?", She-Hulk asked childishly.

No, I don't think so", Spider-Man rejected.

Aww, why not?", She whined.

Because, when I get in the shower, I'll have to take my mask off, and I don't want to reveal my identity to you, that's why", Spider-Man said.

Come on, I won't tell anyone your true identity, I promise, please", She-Hulk asked again, giving him puppy dog eyes, which he couldn't resist.

Oh alright, I suppose it wouldn't hurt", Spider-Man agreed.

Yay," She-Hulk squealed in excitement.

Later that day......

Oh come on, I'm sure showering together wasn't that bad", She-Hulk said as she and Spider-Man walked down the sidewalk.

Wasn't that bad, the whole time we were in the shower you kept grabbing my butt and and touching my chest", Spider-Man said.

I couldn't help it, your body just turned me on", She-Hulk said.

Ew, that's gross, keep your sex fantasies to yourself, and leave me out of them", Spider-Man said.

Whatever you say, Peter Parker", She-Hulk replied,

Shhh, be quiet, don't say that out in public", Spider-Man shushed her.

After walking for twelve hours straight, they finally made it to Avengers Mansion, the moment they walked in they were greeted by Iron Man.

Hey there you two, how come you didn't come back last night, did something happen?", Iron Man asked.

I found She-Hulk drunk in a bar, so I took her back to my apartment to stay for the night", Spider-Man explained.

Oh really, you sure you didn't take her back there just to sleep with-

Ahem, it was nothing like that Iron Man, the bottom line is I let her sleep in my apartment since it was late at night, is that a problem mister?", Spider-Man said crossing his arms.

No, not at all, I'm just glad you guys are back", Iron Man replied.

Good, It's nice that we understand each other", Spider-Man said as he and She-Hulk walked passed the armored hero.

Boy that was close", Spider-Man said feeling relieved.

I'm surprised that you didn't break down and admit it about the sex thing last night when he assumed it", She-Hulk commented.

Of course I didn't, Iron Man's a blabbermouth, he doesn't keep secrets very well, and he especially wouldn't keep this a secret", Spider-Man replied.

What about Captain America?", She-Hulk suggested.

I'm not telling him either, I don't know how he'd react, he'd probably faint or freak out", Spider-Man repiled.

I suppose that would be true", She-Hulk agreed.

And just to be clear, you definitely should not tell your cousin about this", Spider-Man informed her.

Why shouldn't I tell my cousin?", She-Hulk asked.

Uh, hello, your cousin is the Incredible Hulk, and like it or not, if he ever found out about this, he'd chase me down and try to crush me, and I definitely do not want that to happen", Spider-Man explained.

That would be bad", She-Hulk agreed.

Yes it would", Spider-Man said.

Well anyway, I'm gonna go to the workout room now, catch you later", She-Hulk said before leaving.

Okay, I'm gonna hang out on the balcony, I could really use the fresh air", Spider-Man replied as he headed off towards the balcony.

Later on the balcony......

Spider-Man was up on the balcony, looking out over the horizon. After what had happened the other night, he felt as if his life would just blow up in his face right now. But as long as he kept it a secret, things would be alright, for the moment that is.

I know I don't like keeping secrets like this to myself, but I don't want anyone to find out right now, it would just be too soon for any of this, if I was still married to Mary Jane, and this happened and I didn't tell her, I wouldn't be able to forgive myself for lying to her about it, it would haunt me for the rest of my life", Spider-Man said to himself.

Alright, fess up", Spider-Man heard a voice behind him and he turned around to see that it was Iron Man.

Iron Man, how'd you know I was up here?", Spider-Man wondered.

I followed you up here", Iron Man answered.

Now Iron Man, didn't your mother ever tell you that it's not polite to spy on people", Spider-Man joked.

Cut the jokes, I want to know what you're secret is, and you're not going anywhere until you tell me, which is why I activated the forcefield around the mansion to assure that you won't get away, now start talking", Iron Man demanded.

Well, I might as well tell it anyway, you know when I told you about how I found She-Hulk drunk in a bar and I took her back to my apartment to stay for the night, I obviously didn't tell you everything that happened that night", Spider-Man explained.

Well, I'd like to hear it, this could be interesting", Iron Man replied crossing his arms.

When I brought her back to my place, I got her a glass of ice water, then I sat with her on the couch to watch TV, before I knew it she kissed me on the cheek, she almost tried to take my mask off, she started coming onto me, and to top that all off, she kissed me, and for some unknown reason, I just lost control of myself, then we were making out while were walking towards the bedroom, and we sorta ended up sleeping together", Spider-Man explained.

Aha, I knew it, I knew you were lying all along, you did sleep with She-Hulk", Iron Man pointed out.

Shhhh, keep it down moron, someone within hearing range might have heard you", Spider-Man shushed him.

This is one heck of a secret, I gotta tell Captain America and others about this, they are gonna be surprised when they find out", Iron Man said as he turned to walk away, but Spider-Man jumped in front of him.

Oh no you don't, you better not tell this secret to anyone or else", Spider-Man told him.

And what are you gonna do about it?", Iron Man asked.

I'll tell everyone you sleep with a teddy bear at night", Spider-Man replied.

You wouldn't", Iron Man said

As long as you don't tell anyone my secret, I won't tell anyone your secret", Spider-Man said.

Well alright, I guess fair is fair", Iron Man said before he pressed a button on his suit which shut off the forcefield.

Later, Spider-Man was walking down the hall of the mansion, meeting up with She-Hulk along the way.

You didn't tell anyone did you?", Spider-Man asked.

No, I didn't tell anyone", She-Hulk assured him.

Good, because Iron Man knows it now that he forced it out of me", Spider-Man said.

How'd he do that?", She-Hulk asked.

He cornered me up on the balcony after I found out he followed me up there, and he wouldn't let me leave until I told him", Spider-Man said.

That isn't like Iron Man, why would he do such a thing?", She-Hulk wondered.

Apparently, he felt like it, but as long as he doesn't it blab it out to everybody, we'll be alright", Spider-Man assured her.

But then again, that sex night we had sure was enjoyable to me", She-Hulk admitted.

How can you say that, the only reason that happened was because you were drunk", Spider-Man disagreed.

That's not how it sounded when you were moaning with satisfaction", She-Hulk pointed out.

If it weren't for you, my testicles wouldn't be hurting right now", Spider-Man argued.

Well, excuse me for hurting your little baby testicles", She-Hulk retorted sarcastically.

Are you calling me a child, green girl", Spider-Man accused her.

No I'm not, you're just behaving like one,web head", She-Hulk replied.

Well, I'm gonna let that slide for now, like I said as long as no one finds out about our secret, everything will be fine", Spider-Man said.

I don't think so Spider-Man", said none other than Captain America, who was standing right behind the two heroes with Iron Man and the other Avengers.

What are you talking about?", Spider-Man asked as he and She-Hulk turned around to face the other heroes.

We know", Captain America replied.

We all know", Ms. Marvel added in.

Know about what?", She-Hulk wondered.

The night you two had together", Quicksilver said.

Iron Man told us everything", Ant-Man said.

HE WHAT!", Spider-Man yelled as he turned to look at Iron Man.

Iron Man you jerk, you said you wouldn't tell anyone, you promised", Spider-Man said angrily.

That was personal business you revealed to everyone, you metallic idiot", She-Hulk angrily agreed.

Well, you should know I had my fingers crossed behind my back after you told me not to tell anyone Spider-Man", Iron Man admitted.

So uh, when's the wedding gonna take place?", Hawkeye joked before She-Hulk grabbed him by his throat and picked him up off his feet.

If you make any jokes like that again, I'll take your arrows and shove them down your throat", She-Hulk threatened before dropping him.

I also told a certain person who happens to be She-Hulk's cousin", Iron Man said.

No, please tell me you didn't tell him, not the Hulk", Spider-Man said in fear.

Yes the Hulk", Iron Man mentioned.

Are you crazy, do you have any idea what my cousin would do to guys who sleep with me?", She-Hulk warned him.

Then all of a sudden, loud jumping sounds were heard outside and within seconds, the Incredible Hulk came crashing through the roof of the mansion, landing in front of Spider-Man, who cowered in fear at the sight of him.

Hehe, hey there Hulk, old buddy, old pal, how's the weather out there?", Spider-Man greeted nervously.

SPIDER-MAN SLEEP WITH SHE-HULK, NOW HULK SMASH SPIDER-MAN", Hulk yelled before raising his fists up over his head and bringing them down upon Spider-Man, who jumped out the way.

Wait, can't we talk about this?", Spider-Man suggested while running off, with Hulk charging after him.

HULK DONE TALKING, HULK SMASH SPIDER-MAN", Hulk yelled while trying to crush him.

Oh boy, this is an awkward moment", She-Hulk said while shaking her head in embarrassment.

Well folks, this is my first Marvel story, my first M-rated story, and my first one-shot.

The morals of this story are:

1. Never trust Iron Man to keep a secret, because he'll tell it anyway.

2. If you sleep with She-Hulk and her cousin Hulk finds out, you better watch out because he'll try to crush you.

Read & Review.