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Disclaimer: I do not own nor have any connection with Marvel or Amazing Spider-Man or any of its characters, specifically Gwen Stacy, Flash Thompson, Mr. Warren or Liz Allen. I make no money from this story

Category: Action

Summary: Occurs before the events of Amazing Spider-Man. Gwen Stacy is forced to work with Flash Thompson for a class project. If he passes the test then she gets her dream internship but to do so she must get creative.

Pairings: Gwen Stacy/Flash Thompson

Codes: MF, Oral


Amazing Spider-Man: Internship
by The Chemist

"Dammit Flash! Another fail," the teacher cursed as he graded papers.

"What was that, sir?"

"Oh nothing, continue your work," Mr. Warren waved away the student's question.

The science teacher was dreading marking this test and the consequences it would have if Flash Thompson, star of Midtown High's football team, failed the test. Naturally the boy did, apparently having cashed all his genetics on physical attributes rather than mental. This was even after the football coach warned the kid what would happen, and after his parents bought him a tutor.

It would mean the boy would have to sit out the next game, the game that would send Midtown to the State Championships for the first time in 30 years. With Flash, it was all but a guarentee. Without him...

BUZZZZZZZZ

"Okay, class dismissed," Mr. Warren announced after the bell rang.

"Are those yesterdays test?"

The science teacher looked up from his papers to see the gorgeous and equally intelligent Gwen Stacy standing at his desk. Despite being only 16 years old, the girl looked beyond her years in terms of beauty. She already possessed the body of a woman. Long legs she accented with knee-high socks and mid-thigh skirt, small but very perky tits and best of all an ass that was large, round and firm enough to bounce a quarter off of.

"Oh...umm...Gwen. Yes, yes they are," he answered after a few seconds.

"Ugh. Flash failed again," Gwen sighed. "I guess that's bad news for the football team."

"It is, especially since it's Thursday and the game's tomorrow. I can get him to re-write the test but I have no idea how I can get him to pass," Mr. Warren said before pulling out a paper from the stack and giving it to Gwen. "100% again, good work."

"Thanks sir. Wish I could help but..."

"Wait! You can!"

"No. Please don't ask me to tutor him," Gwen begged. "He's impossible!"

"Gwen listen, it's this simple. In the past, my principles have had me flunk many star athletes. The school and its boosters are tired of me not compromising enough. I've made the test as easy as possible and yet Flash can't pass. Get him a 50% and I'll give you something so rare, no kid from Midtown has received in 20 years."

"A top internship?"

"Not a top internship. The top internship, with Oscorp," Mr. Warren explained.

"Sir, you know how much I want that internship," Gwen pleaded.

"And it's yours...if Flash passes. That's the deal."

"It's impossible," the blonde complained.

"Then make it possible. Now I think you should go track down Flash and get started," Mr Warren said, ending the conversation.

Gwen wanted to stay and argue but she was smart enough to know it was a lost cause. Mr. Warren

"Flash! Hey Flash, wait up," Gwen called after the football star.

"I'll check you guys later," Flash said to his friends. "You know how the honeys are always needing some Flash in their lives."

"And in their pants," one of the jocks joked, knowing full well Gwen could hear them.

"Nice, real classy," Gwen shouted after the athletes. "Flash listen, I've been...assigned to be your tutor. To get you to pass Mr. Warren's test which he's allowing you to re-write tomorrow."

"Babe, I get that you'll probably coast through life on your great looks and tight bod, but definitely not on your brain. I took that test yesterday dumb dumb," the star athlete told her dismissively.

"Actually, you failed...horribly. Like really badly. Like, didn't spell your name right, that bad," Gwen shot back. "Now listen to me you great big dumb jock. You need me. No pass, no football tomorrow, get it?"

"Shit! I need to play tomorrow!"

"Good, now we are getting somewhere. Here is my address, be there right after school, 3pm sharp. No detours or anything. We need all the time we can get," the gorgeous blonde explained.

Flash was obviously not happy about the circumstances but he was smart enough to know it was something he had to do. As the pair went their separate ways for their last period before the end of the day, Flash got on his phone and cancelled his after-school plans. Gwen did likewise...though that only entailed group texting her debate team members and bailing on them for their practice.

* * *

The rest of the day went by fast enough and Gwen found herself at home shortly after the bell rang. She was surprised that her front door was locked then remembered that her mom was working and her dad, Police Chief Stacy, was with her brother and sister for sports. The good news is that it meant it would be a quiet.

KNOCK KNOCK

"Hey Flash, come on in," Gwen greeted her study partner.

Entering the room, the hulking football player followed the attractive blonde. As she led him through the condo, Flash's eyes obviously gravitated towards her extremely plump booty. For a skinny white girl, Gwen had a surprisingly thick ass and luckily today was one of the few days she decided on wearing a tighter skirt to show it off better.

She had already cleared off the kitchen table and had the textbook open to the page needed to start studying. Flash would have preferred anything but to start studying right away, but Gwen was a bookworm through and through so there was little chance of that happening. For the next 30 minutes they read and she taught in the slowest passage of time in Flash's life.

"So where are your parents," Flash asked, trying to take a break from the bookwork any way he could.

"My dad took my siblings to a soccer tournament and my mom works until later tonight," Gwen answered. "Now back to work Flash."

Flash was disappointed that his stall tactic didn't work for more than a few seconds but he'd find a way to take more. It did give him the oppurtunity to get a good look at the blonde up close, something he hadn't done previously. She was always a good looking girl whenever he saw her, but from feet away she was even more beautiful than he originally thought.

Her most obvious feature was her huge eyes, which were a massive turn-on for him and mostly every other guy. She had an effortless beauty about her, wearing little make-up which was highly refreshing these days. She also had these pouty lips that instantly made him crave having them wrapped around his dick as she bobbed her head up and down...

"Alright Flash, the Earth is made up of how many distinct layers?"

"Ugh...um..."

"You know this Flash. Stopped thinking so much and guess," Gwen encouraged, knowing her internship rided on figuring out how to unlock his potential.

"Oh...all of the above," he stated confidently.

"We just went over this like 5 minutes ago. And it's not even multiple choice," the blonde retorted, trying to control her temper.

"7?"

"You seriously need to focus Flash, I think that's your main problem. Your mind seems to be a million miles away," Gwen said, staying calm. "Like right now, you are barely listening to me. What are you thinking about right this second?"

"You sure you wanna know," the football asked.

"Of course! If we get you focused and to drop the other random stuff in your mind then we'll have it. You get to play and get a scholarship, I get my internship."

"Alright, you asked. I was wondering what you looked like naked," Flash told the nerdy girl.

"Flash!"

"You asked," he said, smirking. "It's the truth. You hid it with your nerdiness but you are a serious hottie."

"Come on man! You're dating Liz Allen, the homecoming queen for goodness sake," Gwen pointed out, though couldn't help but take the compliment.

"Just saying, you're totally hot, I was thinking of your perky little tits and what type of style your rocked for your pubes. My hope is bald so your bright pink lips stand out but I fear a big bush is there."

"I definitely don't have a massive afro, thank you very much," Gwen countered defensively.

"Mhmm...awesome," Flash smiled wider. "And how smooth your phat ass would feel in my hands."

"We need to focus on the layers of Earth, okay," Gwen argued, trying to put how his words were making her feel away.

"Are you telling me you don't think about me at all? I've seen you looking at me in the halls and in class," Flash said, rebuking her efforts.

Gwen could of lied, but his nice words how her all confused. Here was the most popular and by far the most attractive guy at the school complimenting her. He wasn't being forced to do it or anything, he was literally just saying what he was thinking. So she told him about how she would look at him, especially after free period when he was out playing in the yard, his body sweaty and shining with only a tanktop on.

And talking about it seemed to work...for a short while. Flash rhymed off the answers to the next two questions in a row, giving Gwen hope. However, just when she thought it was possible for her to work at Oscorp as a summer intern, the football star started humming and huhing, not getting the next several in a row.

"What happened, you were doing so good," the blonde asked. Having looked him in the eyes, she followed his glance back and found his gaze was firmly on her breasts.

"Got distracted again," Flash smiled brightly, going back into his trance-like state.

Knowing something drastic was required, Gwen had to think about what her priorities were. As she ran through them in her mind while his eyes stayed fixed on her chest, she realized that Oscorp was the key to her future success as a scientist. To end up working there, she needed the internship and she would not let it slip from her grasp now that it was within reach.

"If I...if I show them to you, will it hope you focus," Gwen asked the stupefied boy.

"Of course, yeah! I'll definitely crack down then," Flash agreed hurriedly.

Having already made up her mind, Gwen put her plan into practice. Grabbing the bottom of her blue t-shirt, the intelligent girl lifted it up until her white bra came into view. She flashed her large eyes over to see Flash staring intently before hooking fingers into her bra and pulling the cups downward.

Like he had figured, Gwen Stacy wasn't rocking the largest tits in the world, however it didn't mean they were without their merits. For one they fit her petite frame perfectly. For two, she had the cutest little pink nipples capping each of her sagless, perky tits.

"Those really are some nice tits," Flash commented, making the girl look more at ease immediately.

"You better get the next question right," Gwen warned.

"Yeah totally but let me just feel," he asked.

It was technically a question though his hands were already lightly rubbing the bottom portion of her perky tits before all the words were out of his mouth. They were perfectly smooth as his fingertips glided across the flesh, her bright pink nipples already erect and looking so appetizing.

For Gwen's part, she was so wrapped up in the moment she didn't even realize how easily the man whore played her. She was vulnerable with her showing him her tits, and the second he complimented them and came in to grope, it made her feel vindicated. She had had a boyfriend in the past, the jerk even took her virginity before dumping her, but she was still so inexperienced with boys.

"Mhmm," she moaned unintentionally.

"God they feel so good," Flash commented before adding. "You're such a hot nerd."

But before Gwen could respond, or even think for that matter, she felt his lips against her breasts. Flash immediately latched his mouth around the nipple of her right tit and began sucking, eliciting another moan from the less experienced girl. Not getting too complacent, the football star didn't wait long before moving to his left and performing the same action on her other breasts.

"Awhh...yes," Gwen encouraged.

With her nipples rock hard and decorated in his saliva, the football star directed his mouth upwards, tracing his path with soft yet passionate kisses. Her shirt was lifted over her head and thrown on the table to clear his way, Flash never needing to take his lips from her skin for very long, now at her neck.

Gwen moaned louder as his kisses were felt on her neck, a sensitive area in almost women Flash hooked up with. She was putty in his hand now, he knew it and he was sure that Gwen was smart enough with sexual relations to understand it as well. Gauging her passion, he pressed his lips to hers and seconds later the two Midtown High students were engaged in a full-fledged makeout session.

"God...high school girls are all so easy," Flash thought.

Not forgetting about the topless woman's breasts, Flash's hands instinctively came up to rest on the outside of both rounded tits, his thumb reaching up to caress her pokey nipples. Their kissing intensified with their lips parting and their tongues finding each other, starting their merry dance in the space between their mouths.

As Flash moved his hand down from one of her tits and between her legs, he didn't know if his hand got to her pussy first or if hers got to his jeans-clad cock before. It surprised him that the nerdy girl was so brazen to make that move, but all it did was make him rub her snatch harder through her panties, feeling the moisture building. But as he moved his fingers faster, her palm rubbing against his rock-hard dick as well.

"Do you like my hard cock," the dumb jock asked with a knowing grin.

As she nodded her head, Flash dropped down to his knees and pulled her skirt down with him. He hadn't bothered loosening it but a wiggle of Gwen's hips helped it off her hourglass hips before she stepped out of it. She felt his lips on her skin again, this time on her flat stomach as his hands rubbed up from her boot-clad calves, over her juicy thighs before settling on her ass.

"Whoa," Gwen shrieked in surprise as the boy rotated her 180 degrees.

The moment she was facing away from him, Flash pushed his face in against her white thong while starting to bend her over. Gwen took the hint and lowered herself onto the loveseat that was right in front of her, kneeling on the furniture and presenting her truly exquisite backside to the horny boy.

The football stud was an ass man through and through so he had picked well in seducing the nerdy Gwen Stacy. He loved the feel of her cool, curvy bottom pressed against his eye sockets as he gave her slit a long lick over top her panties. He pressed against her even harder, feeling her ass give in more as his nose simultaneously poked her rosebud, which he was determined to fuck...just not tonight. Too much too soon he rationalized.

"Such a surprisingly thick ass on a skinny little nerd," Flash commented as he surfaced for air briefly, long enough to drag her thong down her legs to leave her naked except for the knee-high leather boots.

"Thanks...I think," Gwen replied with a smile.

"Oh it's a compliment," he explained before giving her fleshy bottom a slap that made it jiggle and start turning red.

Gwen didn't mind the spanking but after he gave each of her cheeks several slaps, each one harder than the last, her ass was getting sore. She waited for another spank to her right cheeks then rolled with the blow so that she was now seated with legs spread wide, her mostly waxed pussy on display for the ladies man.

The boy wasted no time at all, not bothering with any teasing whatsoever. The promise of sex tonight with a girl he never thought would fuck a dumb jock had elevated his desperation and his pussy licking reflected that. His tongue slithered through her folds before his lips kissed over top her pink opening before piercing inside with his wet muscle.

"Mhmm...yes," Gwen moaned.

With his expert licking, the blonde girl barely had no time to think about how dumb this was. She had no feelings for Flash other than some surface emotion of how hot the athletic boy was. She didn't think that her mom could come home at any time or how her future was riding on getting Flash to pass the test all because the boy was truly an expert at munching rug.

Her mouth formed a perfect circle as his tongue snaked within her pussy, licking her inner walls with urgency yet still maintaining his high level of skill. She stayed slumped on the sofa, almost reclined with her legs spread wide and his arm reaching up her slender body to clutch one of her perky tits. She gave a little extra scream as his fingers closed around her nipple and gave the erect bud a tweak, making it even harder.

"God you taste good," the boy commented as he came up for air.

As Flash continued his oral assault on her sensitive nearly bare pussy, Gwen found her hand placed on her free breast. Almost subconsciously she was mirroring Flash's action, kneading her left boob and teasing her small pink nipple, albeit with less force then he was doing.

The boy kept licking deep in her snatch, lapping at her inner walls and tasting her pleasantly sweet juices when he flashed his eyes upwards. Seeing the normally reserved brainy girl fondling her breast meant that if he was worried about having her hooked, he no longer needed to any longer.

"Come here," Flash said, standing up.

Gwen would have been perfectly happy to have spent the rest of her life with her legs spread wide and the talented boy eating her out, but he dictated it was time to move on. Seeing him get to his feet, he took her hand in his and helped her from her reclined position so that she was sitting at the edge of the seat.

Flash let her wrist go and pulled his shirt up over his head, showing the girl his 8-pack abs, which he was sure no other guy in the school possessed. Sure enough she had scooted her perfect ass off the sofa and was kneeling before him now, her eyes fixed on his stomach before her hands ran over each of the creases between muscles.

"Ready for some cock," he asked rhetorically as he undid his pants and let them fall. "I bet a girl with such a quick tongue in the classroom is just as good with it on her knees."

Unsure what to say, Gwen simply used her hand to encompass his lengthy cock and stroked it to life. After one or two pumps he reached his maximum length of a healthy 9 inches, easily the biggest dick that Gwen had ever seen, let alone had sex with. Her one and only previous tryst was as a sophomore with a guy almost half this size!

"Holy crap that's a big penis," Gwen commented as her hand subconsciously continued stroking him.

"And it's all for you," Flash told her.

Before she leaned in, Flash bent over and kissed her deeply. While his hands pulled her golden hair out of it's ponytail so it hung down beside her gorgeous face, Gwen couldn't help but taste her pussy juice smeared on his lips. It was actually tasty and made her wonder if all girls had such a yummy flavor.

Flash straightened but left a hand on the back of her head and not by accident. He used it to guide her face forward, which was the prompt she needed. Opening her mouth, she took his bulbous tip into her mouth and began sucking on it, bobbing down several times while her tongue swirled on the purple head.

"Uhhh...fuck," Flash grunted.

His groan of satisfaction gave Gwen confidence that she was lacking with the much more experienced high school stud. Using her hand in concord with her mouth, she rode his dick further down before coming back up. The police chief's daughter was taking more and more of his lengthy dick into her mouth and yet Flash felt the need to help. USing the hand on the back of her head again, he slowly pulled her to him and drove more pole into Gwen's mouth, being sure not to thrust too greatly.

The hulking man had to admit the girl was better with her mouth then he expected, but his dominant personality needed to come out. He worried that if he was too forceful in facefucking the girl then she'd stop, but that didn't stop him from reaching down and grabbing the sides of her pretty face.

"Just keep your mouth open babe," Flash told the inexperienced girl.

Gwen had a brief idea on what he was planning on doing but consented to it anyway. He moved swiftly and was already holding her head still as he thrust his hips towards her, not too forcefully but enough to poke the back of her mouth and produce a wet noise but not gag. She kept her hand on his dick as a safety, but he was talented in knowing how to get a wet, sloppy blowjob and not make her throat sore.

"Gllkk...klllgglll," Gwen gurgled as more and more of her spit built up on his thick cock.

"Such a good girl," he encouraged, allowing her a few seconds pause before picking back up. "Now let's see how long you can hold it for. And I wanna see those eyes the whole time."

Gwen didn't understand where the power he had over her came from, but it was definitely there. As she opened her mouth wide and took him all the way to the back of her mouth and left him there, she thought of how she'd never have done this on her own volition, but something about him made her want to fight back her gag reflex as long as possible.

Flash figured she got to about 5 seconds the time she tried, but after allowing her a suck of breath, Gwen did much better. He counted roughly 15 seconds, 3 times as long as her first attempt. Plus it had the extra bonus of seeing her eyes get glossy and a little teary, which felt like it made his dick get even harder.

"Need to fuck you, right now," Flash said with urgency.

"Here or bedroo...whoa," Gwen started to ask before being hoisted up and positioned on her hands and knees on the loveseat.

Flash was behind the attractive girl in a heartbeat as Gwen made herself more comfortable by spreading her legs wider and resting her perky chest on the backrest. With an ass like hers, it would have been a disservice if he didn't fuck her from her behind, getting to watch her booty ripple with every thrust. Hoping the whirlwind made her forget about getting him to wrap his dick up, he lined himself up her hole immediately.

"You've had sex before, right," Flash asked as his tip dragged through her folds.

"Mhmm...yeah," Gwen answered, the anticipation making her crave him to fill her even more.

"Good," Flash said.

And with that answer the dumb jock thrusted his hips forward with a slow but determined pressure until the first 4 inches of his shaft was deposited into Gwen's tight snatch. He didn't think she was lying about being a virgin, but given how snug her pussy held his dick, he wasn't exactly sure either.

"Uhh," Gwen grunted as she became stuffed with cock.

"Such a tight little pussy," he commented, already starting to pull out.

To his pleasure she moaned in agreeance right as he thrust back in. This time he went further, but being mindful to control how hard he pushed in. Gwen kept moaning though so after sawing into her cunt a few more times he found he was actually bottoming out completely in the blonde girl. He couldn't help but smile to himself knowing how easy it had been to get the super smart girl in the sack.

"Yeah...you're so big too," the blonde managed to get out.

Though the initial penetration wasn't exactly comfortable, it had improved with every thrust. Though she wasn't very experienced with sex, luckily Flash was and he was making their little tryst all the better for it.

He had started slow with her but with determination, never letting his dick just soak in the beautiful girl. Constant motion was best and Flash was doing exactly that as he pushed in with all of his length now before pulling all the way out. He was surprised to feel his lower abs tapping her excitingly thick rump after such a short amount of time, but he'd be happier when he was doing it harder.

"So...un...believe...ably...tight," Flash grunted as his dick repeatedly disappeared into her snatch.

"Awwhhh...for...oohhh....sure," Gwen moaned in response.

Flash tested the brainy girl more and more by thrusting into her snug fitting cunt with more speed. The first time went well but by his second plunge it was too much and Gwen gave a start. Not enough to buck him off but enough that he slowed back down. After a few more thrusts he found his groove and had the measure of the blonde.

In fact, Gwen was uttering a seemingly endless chorus of moans with occasion interludes of high-pitched screams as the football star brought her relentless pleasure. Flash had found the perfect rhythm with the bookworm and was now able to smash his hip against her toned ass, making her take his entire length with all the force he wanted.

"Fuckkk Gwen...so God damn tight," he grunted, gripping tightly onto her hourglass hips.

With each collision against the smarter girl, Flash caused her plump ass to ripple due to the contact. It wasn't until this point, with Gwen completely nude and taking his dick from behind that he realized how lovely her ass really was. The blonde wasn't into showcasing her body and more often than not wore loose-fitting skirts while in public and though they were short and showed off her toned legs, it often meant her ass was too covered to get an appreciation for.

"You can...finish but I'm really close too if you can hold out," she replied from beneath him.

Flash smirked down at the back of her pretty blonde head as his tutor had misread the situation. Though he was having a great time and was grunting with more frequency, Flash wasn't anywhere near down with the stunning girl. He was gonna make her cum then have Gwen do more work until he was all done with her.

The football star had been with enough high school girls to know what got each and every one of them off. He kept pushing his whole length into her warm folds, but now he had snaked one of his long arms down around her slim waist. Fash had no trouble finding the object of his affection; her clit.

"Sweet goodness! I'm gonna...I need...I'm cumming," Gwen screamed, on the verge of climaxing from sex for the first time in her adolescent life.

They both knew she was moments away from exploding into orgasm and Flash was feeling generous so he wouldn't play with her and delay it. Instead, he delivered one last hard plunge deep into Gwen Stacy all while furiously rubbing her nub with his skilled fingers. With his head slamming and grinding against her G-spot coupled with the work his digits were doing, it was just the combination the horny blonde tutor needed as she erupted on his cock.

"OH GOD YES! MMHHMMMM...OOHHHHH," Gwen screamed as she came.

As she came, her pussy locked down on Flash's cock, which he had started to thrust into her again. However, to his shock, the bookworm was correct once more...he was closer to cumming then he originally thought. His own pending orgasm raced up on him in the blink of an eye and it was too late to do anything to delay that inevitable freight train.

Trying to maximize the time he had left, Flash thrust his hips forward repeatedly, sawing into the horny blonde at lightning speed. He bit down on his bottom lip hard, enough to draw blood to last a little longer, but it was like trying to plug a leak with a bandage.

"Oh God...need to cum," Flash grunted as his thrusting got wilder.

"Yes...cum for me," Gwen replied in her sexy, throaty voice, recovered enough from her own orgasm.

"Gonna cum on your face," he told her, definitely not in a questioning tone.

"Yea...what? Just cum in the condom," the blonde replied, but Flash had already pulled out, rolled her over so she was facing up and was walking on his knees until kneeling over her chest, right in front of her.

"What condom," he grinned, stroking his meat an inch from her gorgeous face. "Just open your mouth...now."

Like he expected, the blonde opened her mouth even if she wasn't happy about the reveal of how he fucked her without protection. From this close it was impossible to miss, and he played the odds. With an intake of breath the first spurt of cum rocketed from his tip, followed by 4 more healthy streaks, all aimed at her.

After he was done cumming, Flash opened his eyes and looked at her painted canvas. His load had covered a good majority of her pretty face, a glob laying over her left eye, another concentrated on her forehead while small wads were left on her cheek, nose and lastly on her tongue, which she swallowed down out of reflex.

"Wow! That was a lot of cum," Gwen commented.

"God, you look even hotter covered in my jizz," the hulking man complimented as he rolled off her naked body. "Better than Liz for sure."

"Really? Oh...thanks," the blonde said blushing as she used a tissue to clean her face. "Think you'll be able to focus now?"

"For sure."

"So are you gonna be able to focus now," Gwen asked, cum-free once more.

"I think so...though I'll probably need to clear my head before the big test tomorrow," Flash stated, pleased that he just snared the beautiful bookworm for another fuck session tomorrow.

    

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