by Gunman

Disclaimer: I do not own Spider Man or the Fantastic Four. (Or the Justice League)

Summary: Spider Man and Invisible Woman come together, in an alternate universe, under strange situations, because of their love for each other.


It had been a couple months since the Christmas party at Wayne Manor hosted by Justice Leaguer Batman, a.k.a. Bruce Wayne.

His Christmas present to the League was a personal check to each of them for 1 million dollars. Though they didn't want to take his money, Batman was not the kind of person to refuse. Since then the team had put his gift to good use.

Peter Parker, a.k.a. Spider Man, had used his money to purchase a rundown antiques shop which he turned into a dual electronics repair shop. He lives in the apartment above, and spent nearly three weeks completely cleaning, repairing, and restoring it.

Thank goodness for spider-strength and wall-climbing.

He had just gotten his apartment the way he liked it. Living room with couch against the west wall and reclining chair next to it, back to the windows that looked out onto the street. There was a TV and VCR against the east wall facing the couch. A few of his favorite movies next to it. The reclining chair was turned towards the kitchen area. Right before the kitchen was a dining table with five chairs. The kitchen was fully equipt with pots, pans, utensils, plates, bowls, glasses and cups. Two sinks and a garbage disposal.

Against the east wall next to the television was a door that led to the bedroom. The bed was against the back wall, right under a window. A small table was next to it, and next to that was a closet with a dresser inside it. A lamp and clock were on the table

On the opposite side of the television was another door that led to the bathroom. Nothing special just a tub that doubled as a shower, a sink with medicine cabinet, and toilet.

He had a couple of plants around the apartment, and a couple pictures as well. He had also installed a spiral staircase just past the bathroom door, hidden behind another door, that led down to the antiques shop. The staircase just outside the apartment itself led up to the roof, and down to the shop itself. There was a basement where the heater and water cooler were. It was mostly storage space and a makeshift apartment. Peter was using it as a darkroom for his photographs.

He had gotten a freelancing photographer job with the Daily Planet through Clark. He reasoned he had taken it because it reminded him of working at the Daily Bugle in his own world. Though tough, Perry White was far nicer than J. Jonah Jameson.


Peter had been living alone in his apartment for two weeks since he had gotten it fixed just the way he liked it. He had spent little time there since he was an active member of the League. Only really using it to sleep and sometimes eat.

He had just ordered some pizza and was waiting for its arrival.

There was a knock at the door.

"Hmm. That was fast." he mused as he went to the door. But when he opened it up, it wasn't who he expected.

"Hello, Peter." Sue Richards said with a smile. She had a backpack slung over her shoulder and was dressed in jeans, street shoes, a pink sweatshirt, and a leather jacket.

"Sue? Uh, hi. Come in." he said as she accepted his invitation.

She gave the apartment the once-over. "Nice place. Small, simple, quiet. It's definitely you." she said with a smile. She put her bag by the reclining chair as she walk around. "And the antiques shop?"

"Quite and simple. It's also a miniature library and electronics repair shop. And I've got a darkroom in the basement to process my photos for the Planet." Peter explained.

"You did pretty good for yourself."

He shrugged. "And what are you doing? I figured you'd be living in a suite at the Centennial Hotel or something. Not prowling between Suicide Slum and the University of Metropolis."

"I was, for awhile. Then I tired of it and went for a walk."

"And ended up here."

Sue shrugged. Just then there was a knock at the door. Peter went to it and opened the door to the pizza guy. He paid the bill and thanked the kid. The pizza guy glimpsed Sue and gave Peter a thumbs up before he left.

"Care to join me?" Peter asked his blond guest.

The pair sat around most of the night and just talked and ate pizza. They talked about old times and their own different universes.


(During Lois Lane's dimension-hopping spree to find help when the Justice League had been taken over by Lex Luthor's mind control, the first world she dropped in to was Peter's. As Spider Man he helped her travel to another dimension to find the help she required to save her world. Apparently the mind-controlled Green Lantern, Hawkgirl, and Batman were sent by Luthor to track her down before she could find help, so Spider Man went with her to protect her. Spider Man and Lois were able to jump to another world, escaping the League, and landed in another dimension that was the sister dimension to Spider Man's. In this world they found the last remaining heroes of their world about to be killed in a cosmic clash between Galactus and The Phoenix Force. Captain America, Iron Man, Invisible Woman, Phoenix, Storm and Colossus were the last surviving heroes. Realizing that their world was doomed, Spider Man and Lois gave the last remaining heroes a chance to continue on. They dimensioned hopped to another world, but because of a freak solar flare, the seven heroes and one reporter were launched into the past of Lois's dimension. Right into the middle of WWII, where the Justice League had been sent to change the past that Vandal Savage corrupted. Working with a non-mind controlled Justice League the team was able to bring down Savage and his regime. But Lois and the heroes couldn't return with them to their world, as in the Justice League's point-of-view, Lois was already there, and having two of them would cancel them both out. (Confusing, isn't it?) Anyway, the seven heroes promised to take care of Lois and eventually found their own way back after seven months of battling the Nazi forces that were being led by Adolf Hitler once more. They built themselves quite a reputation alongside the heroes of WWII, and when they returned to the present, 60-years from the end of WWII, they fought and defeated and freed the mind controlled Justice League from Luthor's hold. After a lengthy explanation from Lois and the new heroes they were made into members of the Justice League. Seeing as how they were unable to return to their own worlds. The heroes world was most likely destroyed, and Spider Man couldn't go back to his own world. Though he never said why, the heroes felt that he had his reasons. The reason being was that he had lost all of his family, his girlfriend, nearly all of his friends, and even his reputation at the hands of his most hated enemies. He had no reason to go back, even though his enemies were all killed off by each other for an unknown reason. Spider Man was blamed for it, of course, though he had nothing to do with it. The city didn't believe him, or believe in him, anymore.)

As it turned out, Peter's original dimension and Sue's original dimension were in perfect synch with each other, up until her Spider Man's death at the hands of her Dr Doom.

(Confused, anyone?)

Her Spider Man and her Dr Doom were killed in a chemical explosion in Doom's lab six months prior to Spider Man and Lois dropping into their world.

Since the heroes arrival in the Justice League's world, they spent two years alongside the Justice League fighting to protect the world from evil and injustice. Since that time, certain feelings and emotions had become revealed.

During the Christmas party at Wayne Manor, Sue revealed to Peter how much she had cared for her world's Spider Man, and how much she'd been hurt when he died saving her son from Doom. After seeing this Spider Man in action time and time again, witnessing his courage, intellect and humor, she knew this Spider Man was exactly like her Spider Man.

She became even more enamored with Spider Man when he gave to her a two foot high-by-three foot long beautifully drawn picture, of the Fantastic Four. With Franklin in the middle of the four. He explained to her that he had Jonn Jonzz and Jean Grey scan his mind for an appropriate image of the FF and sent it into Colossus's mind so that he could draw it up for her Christmas present. She was so touched that she kissed him passionately in front of everyone, and spent most of the night with her arms wrapped tightly around him.

Respectively, Peter came to realize that this Invisible Woman was exactly like his Invisible Woman from his own world. Kind, compassionate, strong, and just as beautiful. He'd always had a crush on her, but they were both married to their respective spouses, so nothing ever came of it. That wasn't the case for them now, though.

Of course he couldn't help but wonder, in this new world, could there be anything between them? It was a question he hadn't dared bring up. He thought it might be a little uncomfortable for her, as she had recently lost her entire family: son, husband, brother, and best friend. He was the same way, having lost his aunt and uncle (who had been like a real mother and father to him), his girlfriend who he would have married, and his clone who he considered like a real brother.

(Alright, it's not exactly the same, but you get the idea)


"So, why do you live here? You could be living like Clark does." Sue said as she looked across the table to her friend.

"I like this neighborhood. It reminds me of my old one." Peter replied as he gulped down another slice of pizza.

"Well, if Green Lantern can live like this..." she smirked.

They sat in silence for a couple more minutes, until Peter decided to be more direct.

"Sue, why did you come here tonight?" he asked.

She looked down for a few seconds. He waited patiently.

"I've lost my family. My brother, my husband, my...son." she said, tearful as she got up from the table and moved towards the window.

Peter joined her and gave her a comforting smile, as if asking her to go on.

She smiled at him as she alternate looks between him and the window. "We always thought of you as part of our family. Even considered asking you to be Franklin's godfather. You were the perfect choice. Strong, smart, compassionate, funny. We knew that nothing bad would happen to him if we left him in your care."

He looked at her for a second. He noticed that she had stopped generalizing his identity and was now very specific. As if he was her Spider Man.

"You're really the only family I have left, Peter." she said with sad eyes. She had stopped smiling.

Peter moved towards her and pulled her into a hug.

"You're my family too, Sue." he whispered into her ear.

They held each other for untold minutes, Sue finding comfort in his arms as Peter held her as if to protect her. Was it his imagination, or was she trembling just a bit?

"When you died saving Franklin, I realized just how much I cared for you. I was so hurt, as if I had lost someone I cared about for years. Did...did you ever feel that way about me?"

"Of course. You were my first super heroine crush. Probably my only one, come to think of it."

Sue grinned.

He rubbed her back soothingly as he continued to hold her.

"Peter? I...I don't have a place to stay tonight. Can I...can I stay here?" she asked.

"Sure. You can have my bed. I'll sleep on the couch."

Sue was grateful, but part of her felt a little disappointed.


Sue awoke in the middle of the night and emerged from the bedroom. She was dressed only in a silk negligee and panties. She stood in the doorway and just watched Peter sleeping. The blanket covered him from the waist down, and Sue could see his exposed torso. He was lean but quite athletic, his every muscle clearly defined and moved with each breath he took in his sleep.

Suddenly, as if he could feel something wrong, Peter woke up, threw his blanket off and jumped to his feet. He only had on a pair of sweat pants. He scanned the room and saw Sue standing in the doorway to his room.

"Sue, what's wrong?" Peter asked.

Sue tried to say something but couldn't get the words out. Tears came to her eyes as she just ran to him, burying herself in his chest. He held her tightly as she lightly sobbed in his embrace.

"God! I'm sorry, Peter. I'm so sorry. I should have told you sooner." she cried.

"Told me what?"

"I love you."

A shocked expression overtook his face.

"I've been going crazy, not being able to tell you. It's the only thing that's been on my mind since the Christmas party. When you gave me that picture of the Fantastic Four, and Franklin, I knew, right then I knew. I knew how good a man you were, how sensitive you were, and I knew that I loved you. I should have told you sooner."

"But you were worried about what I'd say." he guessed.

"Yes. I was afraid I might have scared you off. I haven't been able to sleep in days."

"And that's the real reason you came here. To tell me."

"Yes. I love you, Peter Parker. I love you so much." she continued to cry.

Peter just held her for a couple for minutes, gently massaging her back, trying to sooth her.

"I love you too." he replied.

Sue looked up at him, a little confused, as if she hadn't heard him right. He stared back at her and caressed the side of her face, assuring her he wasn't just saying it to make her feel better.

"That night at the Christmas party, when you told me how much you cared for me, I wanted to tell you how I felt. But I couldn't. I didn't want to take advantage of you, since you had just lost your family. I've always cared for you, Sue. I thought I was the luckiest guy in the world to merely have you as my friend. I mean, you are the most beautiful, amazing and energetic woman I've ever known. I'd be lying if I said I didn't want you."

"But you never said anything. Why?"

"Because I thought you were out of my league." he said blatantly.

Sue couldn't help but chuckle. "Out of your league?"

"Yeah. I mean you've taken on Annihilus, Blaastar, Dr Doom, Galactus, The Skrulls and still made it home in time to tuck in Franklin. You've traveled to dozens of alien worlds, parallel dimensions, the past and the future, and saved the planet more times than I've taken pictures of myself. You and the FF were celebrated heroes, and just about every other person wanted to condemn me. I mean, you're a cosmic troubleshooter, and I was just a city-hero."

Sue pondered that for a second. "Maybe, but if it wasn't for you being a 'city-hero', I wouldn't have been able to become a 'cosmic troubleshooter' like you say."

"How do you figure?" he asked.

"Well, if you weren't handling all those 'local' threats like Dr Octopus, Venom, Scorpion or The Vulture, then The Avengers or The Fantastic Four, maybe even the X-Men, would have to deal with them. And then we wouldn't be able to save the world or the galaxy. You were more valuable than you realize. Much more." she explained, hugging him tightly.

Quiet minutes passed between them, until Peter broke the silence.

"Sue?" he asked.


"I want to ask you something."

"Of course."

"Can I...make love to you?" he whispered, his heart beating loudly in his ears.

Sue was a bit stunned, but smiled. She allowed a tear to run down her cheek as she tightened her embrace.

It was exactly what she wanted him to say.

"Yes, Peter. Oh, Yes!"

Peter didn't waste another second as he pulled her into a deep and passionate kiss. Minutes passed like seconds as their jaws gnawed in tune with each other, hungrily feasting on the other. She pushed him away briefly and threw him a sultry smile as her hands went up and pulled the spaghetti thin straps from off her shoulders. The flimsy garment slid off her body slowly, following her every curve as it pooled around her feet. Peter just stared, awestruck at her voluptuous and naked form. Her breasts were exposed to him, high C-cup and perfectly formed, and she displayed them proudly, her hands reaching up to run her fingers through her hair.

"So? What do you want to do first?" she asked, blushing slightly as if from nerves.

Peter moved to her, wrapping his arms around her body and pulling her into another kiss. He started kissing down her body, her cheek, jawline, neck, down to her breasts where he hungrily latched onto her right one as his hand caressed her left one.

Sue's whole body suddenly became alive as overwhelming sensations shot through her. Impassioned moans escaped her lips before she knew they were present.

"OHHHH GOD!" she moaned as her knees buckled from the stimulation.

Peter caught her and lifted her into the air. Her legs wrapped around his stomach as he effortlessly carried her to the bedroom. He laid her down on the bed, her legs reluctantly unwrapping around him. The room was lit by the moonlight through the window, causing Sue's body to glow in a very sensuous way. Peter crouched over her healthy form and just stared at her for a few seconds, drinking in the exquisite beauty before him.

"Touch me, Peter. Please." she said in a husky voice.

His hands moved, as if on their own, and slowly touched her breasts causing them to jiggle slightly. He heard her breathing turn into quick short gasps as he handled the soft flesh. He could feel them getting firmer with each stroke of his hand and continued massaging them, stroking the nipples with his thumbs. He brought his mouth down to her and moved his hands away before he drew his tongue across her right nipple.

This caused her to moan fairly loud. She felt as if her whole body were plugged into a light socket. Her rational thoughts left her, unable to understand why or how he could have this kind of effect on her. She only accepted it.

He licked her over and over, both breasts and the valley between them. Every inch of her skin tasted sweet, almost intoxicating. She writhed over the sheets of the bed, her hands gripping his head to hold him to her. Meanwhile, his hands moved down to trace the sides of her body. Past her chest to her stomach, her hips and down to her legs. He left her breasts and stared into her eyes as his left hand had stopped at her lacy panties. Somehow, she knew what he was thinking.

"Take them off. Slowly." she whispered to him.

He looped his fingers around the silky material and gently pulled them down, off her hips, revealing her trim bush of blond hair. He continued removing the panties until they were past her feet, and just dropped them by the side of the bed. His eyes never left hers.

"Do it." she mouthed to him.

Peter moved down and placed his face directly over her spread thighs. Her breathing became quicker as she felt his tongue delve into her moist cunt. A shrill cry escaped her lips as her entire body shook with pleasure. Her legs encircled his head as her body squirmed over the sheets. Her hands alternated between clawing at the sheets of the bed and fondling her own breasts.

Oh, God! OH GOD! OOHH GOOODDD! her mind screamed wildly as she was unable to arrange her thoughts.

Her hips bucked against his face, his hands holding her hips in place as he continued to explore her. His tongue suddenly found a nub nearly in the center of her clit. He pressed into it and stroked it vigorously. He suddenly regretted it as her body arched up, both chest and stomach thrust into the air, all muscles tense as steel, her legs wrapped even tighter around his head. Her vision went white as she unleashed a full-throttle scream that shook the walls around them. A scream that reverberated through her body, through him, and even through the bed.

"AAAAAAAHHHHHHHHH!" she thundered.

All sense of time and place left her, as did all feeling in her body. She felt as if she were resting on a cloud hovering under a bright light. She felt warm and tingling all over. Rational thought came back to her as she felt his hands gently shake her and his voice call out to her.

"Sue? Sue are you alright?" he asked, concerned.

Oh, GOD! That was incredible, amazing, fantastic, UNBELIEVABLE! She thought as she slowly became aware of her surroundings once more. There were no words strong enough to describe what Peter had just done to her. God! Reed was never able to make me scream like that. More theory than experience. No. Put him aside. Reed's gone. It's Peter now. OH, GOD!

"Peter! My god, where did you learn to do that?" she asked as she sat up on the bed, sweat sliding down her nude body. Her breathing was still deep and long.

"Something I learned from my fiancée before she was killed." he explained.

"Heck of a going away present." she smiled. "Who was this, incredible woman?"

"Mary Jane Watson." he said with a fair amount of pride, though mostly regret.

"Watson? The gorgeous, redheaded supermodel? She was your lover?" she gasped in surprise.

Peter only nodded his head. "We met in high school, dated a few times. I eventually told her I was Spider Man, and, things went from there."

"Wow. No wonder you were so reluctant. After someone like her, I must seem rather..."

"No way! If you weren't a superhero you would've been able to give her a run for her money." he assured her.

She smiled at him affectionately. "Your turn, handsome." she smiled seductively as she moved to feel up his body. Her hands roamed over his athletic frame. When they came to his sweatpants, she could feel the bulge of his groin. She rubbed a hand over it and gave it a gentle squeeze. He groaned at this act, causing her to grin like a Cheshire cat. "I've got you." she said as she increased her grip.

"Then enjoy yourself." he grunted out.

She smiled as her hands gripped the sides of his pants, tugging them down and off his hips, taking his underwear with it. He moved up to give her some leverage to work with. Once his pants were off she dropped them next to her panties. Her hands roamed over his body, feeling his build as he settled in right next to her. He stared into her eyes as his right hand glided across the left side of her body.

He had pleasured her, but for some reason, he didn't think it would be appropriate for her to do the same. Sue could sense that he didn't want her to deep-throat him, even though she was obligated. She smiled.

He's so willing to pleasure me, and asks nothing for himself. I'll have to repay him later. Mary Jane was really a lucky woman. God he's so good. She thought as his hands continued to caress her body.

Her skin is smooth as silk. He thought as he continued to stroke her. How Reed restrained himself from making love to her everyday, is beyond me.

He moved closer to her body until his member rested at her entrance.

"Sue?" Peter asked as he looked into her eyes.

"Yes, Peter, make me your woman." she answered lovingly.

Peter slowly inched forward, kissing Sue lightly on the lips before rolling her onto her back. His head was at her entrance and he slowly eased into her body as she groaned at how ready she was for him. He kissed her tenderly as he thrust forwards and buried himself completely inside of Sue's body. He began moving inside her. She could feel his member sliding in and out of her body, the friction he was causing was unbelievable and it was pushing her to the brink of insanity.

"Peter…don't stop!" Sue moaned as she felt his thrusts increase in intensity.

Her hands wrapped around his neck and shoulders, holding on tightly as Peter continued to penetrate Sue's beautiful, young body. His hands on her hips holding her just as tight. He listened to Sue's loud screaming as he fulfilled her deepest desires. He leaned in closer to her body.

"Don't hold back, Sue. Let it all out…" Peter said hotly in her ear, his hands reaching behind her back to grip her shoulders. His body was pressed tightly against her own.

His hot breath in her ear made Sue hotter, and she screamed louder in ecstasy as Peter sent her into paradise.


Peter felt her insides tighten around him, and he knew that he'd sent her over the edge as her juices flowed from her pussy over his member. Peter bent down and quickly took one of her rosy nipples into his mouth. Sue squealed as Peter continued pleasuring her. She could feel the power in his thrusts, yet at the same time, he was being gentle. Peter quickly switched his attention to her other mound giving it equal attention. He felt Sue's hands clasp the back of his head, and she arched up against his mouth. Peter opened his mouth as wide as possible and took in as much of her delicious body as he could. His hands grasped her hips and pulled her against his forward thrusts, penetrating her deeply each time.

"Sue, you're so amazing, and you taste so good," Peter groaned against her body.

"Take me… take all of me." Sue moaned softly, barely able to speak now. Peter left his post at her breasts, and moved up until he was face to face with her. He gazed down into her blue eyes and just gave her a loving smile. Sue smiled back and pulled him down for another kiss. Peter greedily accepted her kiss and massaged her tongue with his own. Sue quickly wrapped her legs around his waist and pulled him closer to her, drawing Peter deeper inside her body. She couldn't believe the stamina that he had, but it only allowed them to enjoy their intimate joining longer.

As Peter made slow, gentle love to her, Sue continued to kiss him passionately, and Peter picked up his pace again. Sue bucked her hips up against his downward movements, and Peter thrust deeply within her each time they came together. After what seemed like an eternity of lovemaking, which was actually more like nearly two hours, Peter felt his control reaching its limit. A look of pride washed over his face at how many times he'd made Sue cry out his name as she went over the edge, but he stopped counting after the fourth time.

Sue gasped as she felt Peter began to enlarge inside her even more. "I love you, Peter!" she yelled and hugged him close. "I Love You!"

"Uhh! I Love You Too, Sue!" Peter groaned.

Peter pulled back one last time and gazed down at Sue.

"Come inside me! Give me your love!" Sue commanded before pulling his lips against hers. Peter thrust forward and exploded inside of her.

Sue felt him burst inside her, and the warm feeling of his essence within her sent her over the edge one final time. Her eyes widen and she screamed in pleasure.

"PETER!" she screamed as she clawed at his body.

"SUE!" he shouted as he gripped her body tightly.

Exhaustion took them both as they held each other securely.


It was hours later. Dawn hadn't yet come and Peter found himself awake. Sue was next to him, still wrapped around his waist. Peter just stared at her, wondering to himself how in the world he could have ended up with such a goddess.

She's so beautiful just sleeping there. He thought to himself. His rational mind was still disbelieving what had happened. How he, Spider Man, criticized as both hero and menace, had just made love to The Invisible Woman, probably THE most incredible woman of his or any other world.

As if she felt his gaze upon her, Sue opened her eyes. She saw him just staring at her and smiled.

"Morning, handsome." she said. He smiled back as she spoke seriously. "I don't want to leave."

"Then stay. Stay with me." Peter said as he caressed her cheek.

She slid up against him and cuddled close, for both warmth and protection. "I'm yours, Peter."

He wrapped his arms around her, as she wanted. "And I'm yours, Sue."

Sue Richards, often considered one of the strongest women in the world, knew that her strength had always come from her family. From a desire to be loved and cared for. But now her family was gone. In their place, was an old friend who would do anything to protect her, take care of her, never let her be alone. He was everything she needed and wanted. A man who was kind, honest, justice-driven, strong, selfless and intelligent. Maybe not as intelligent as Reed, yet the trade-off was that he was a better lover. He was also handsome, if a mere five years younger than herself. And from her embrace she could feel just how athletic he was. His muscles were strong and toned, and she felt safe in his arms.

She mused at how she really had found the perfect man.

Peter meanwhile was doing the same to her. He stared into her deep blue eyes and saw life, passion, and hope. A renewed spirit. She was the epitome of what every red-blooded male would want: stunningly beautiful, fiercely intelligent, motherly compassionate, and incredibly powerful. Her face was flawless, her body athletic and shapely, her heart as pure and kind as any he had known, and her will as strong as tempered steel.

She was truly the perfect woman. He mused at how Diana would often comment that she had many Amazon-like qualities. It would have been easy to mistake her for one. Here she was, in his arms, having just pledged herself to him, and she knew it would be forever. He just felt it. He had always thought it was impossible that they would have ended up together. And now they had. And yet, before they had become lovers, they were friends, teammates and family.

Before lovers, and now just that.



Authors Notes:

This was a story I did a long while back. I wanted to turn it into a crossover story, but thought that it would be better if I just made it like this for the sake of convenience. You will notice that the Justice League is mentioned, but not shown. That is excusable, under the circumstances I think. I hope everyone enjoyed this story and will leave me lots of reviews.