Spider-Man XXX 2 - Part 4

Vegas, baby. Spidey and Power Woman drop in to shut down some AIM wannabes, but Mysterio shows up swinging his illusions. Before things get messy, Arachne swings in wearing the webs and nothing else. She drops to her knees, takes Spidey balls-deep down her throat, gags, comes up for air, then does it again until spit’s stringing off her chin. The brunette teen keeps the mask on while she works him, eyes tearing, throat bulging. When he finally blows, she pulls back so every thick rope paints her pretty face—cheeks, lips, lashes. She licks what she can reach, smiling like she just won the jackpot.