This is a smutty Spider-Man and X-Men crossover so obviously lemons included. The reason for this story being made was because of a comment made in another story for Peter to have a harem of the X-ladies. I thought why not and decided to make this story in response and what better way than the heroes being stuck in the Savage Land. Hope you enjoy!

Disclaimer: Spider-Man and X-Men characters seen, used, or mentioned are all owned by Marvel.

Chapter 1: Stuck in the Savage Land

Peter Parker, aka the Amazing Spider-Man, ran through a dense jungle wearing a large bag on his back while trying to out run a T-Rex that was chasing him. Peter was very lucky that he had the proportional strength and speed of a spider otherwise he would be Dino food right now. Peter threw his bag into the trees before webbing it in place. He then proceeded to jump up high and clenched his fist, rearing it back, and turned to face the T-Rex before punching it with everything he had.

"Great, I knocked out a T-Rex. I've got to tell everyone about this later on", Peter said before climbed the tree and ripping the bag from the webbing and checked the contents inside. He smiled as he looked at the contents inside. "The girls will be really happy about this". Peter climbed down and put the bag on his back before leaving. About ten minutes later Peter made his way to a make-shift house. He knocked on the door and the door opened to see a blonde woman standing there in a leopard skin bikini and a large Sabretooth Tiger. This was Shanna the She-Devil and Zabu the Sabretooth Tiger.

"Did you get the fish?" Shanna asked.

"Had a little trouble but yeah I got the fish", Peter said as he walked and placed the bag of fish on a table. Shanna smiled at this and hugged Peter.

"Thank you Peter and thank you for volunteering to go. You have no idea how much that means to me", Shanna said as the Zabu tried to sneak to eat some fish. "Zabu, no. Wait until later". Zabu groaned before laying on the ground while Peter chuckled a bit.

"Hey trust me it's no problem at all", Peter said to her before looking before her and calling to the people in the back. "Ladies, I got the fish!"

As if on cue the women, appearing in order, Jean Grey (Phoenix), Emma Frost (White Queen), Betsy Braddock (Psylocke), Ororo Munroe (Storm), Kitty Pryde (Shadowcat), Laura Kinney (X-23), Lorna Dane (Polaris), Theresa Cassidy (Siryn), Anne Marie (Rogue), and Lorna's half sister Wanda Maximoff (Scarlet Witch) all gathered to see the fish he got.

"Wow, you really went all out huh?" Jean asked.

"Yeah, I wanted to make sure that we had enough to eat otherwise we wouldn't have enough strength to fight plus we'd starve to death", Peter said.

"Well you did good that's all that matters", Kitty said.

"It's about time you finally did something right", Emma said condescendingly.

"Fuck you, Emma. At least Peter is trying to be helpful, which is more than I can say for you", Jean said glaring at the blonde.

"Oh I'm sorry, it's just that we wouldn't be in this mess if it wasn't because of him", Emma said. "Or are you still mad about Scott?"

"You bitch!" Jean said with her hair starting to glow and heat was coming off of it.

"Ladies relax, please", Ororo said. "Let's not try to kill each other and work on finding a way out". Jean and Emma nodded begrudgingly before turning their backs to each other. "Peter, you did good".

"Thanks", Peter said causing Ororo to smile a bit.

"Wanda do mind making sure the bones and eyes are out of the fish?" Betsy asked.

"Of course", Wanda said before waving hands with and pinkish energy emanating and her eyes became pink as well. "Annnnnd, there, the bones and eyes are out". Exactly as Wanda said the eyes and bones of the fish were gone and placed in a pile outside.

"Alright all we need now is some fire and we can cook them up", Peter said getting a nod of agreement from the women. "Shanna are you staying for some food?"

"Of course I am", Shanna said with a smirk.

That is how Peter and the ladies have been making a living for the past five days. The area they are in is none other than the Savage Land. How did they get there, you ask? I'll tell you.

Peter had teamed up with the X-Men and Scarlet Witch in order to stop the Brotherhood of evil Mutants who teamed with Peter's enemy Norman Osborne aka the Green Goblin. Peter decided to fight against Osborne to take him down once and for all only to find that Osborne had the Sinister Twelve, an advanced version of the Sinister Six, as back up. Just as Peter was being overwhelmed by their forces the X-Ladies came in and aided him. The heroes were able to defeat them all and Osborne was finally put in jail for his crimes however, just as they were getting back, they were tricked by Mystique who disguised herself as Cyclops and told them that they needed to head back to the Xavier Institute. They agreed and got on a rigged Quinjet, that Wanda came here with. Seconds after they took off they were sprayed with sleeping gas just as the auto pilot activated and took them to the Savage Land. Peter's spider sense was able to wake him up in time just before they crashed and was able to land the jet safely and get the women out safely before a random dinosaur stepped on it and destroyed it.

Since they have been their, Peter and the ladies have been trying to make contact with the outside world. They were also able to have a place to stay by using Wanda's reality altering powers to make a make shift house with beds and blankets in a secure place where dinosaurs, or anything else, won't find them. At the same time they also aided Shanna the She-Devil fight against the monsters here with Shanna helping them adjust to life in the Savage Land. When asked what happened to her husband Ka-Zar, Shanna told them how he was murdered while trying to protect Zabu from a group of Cat People who wanted to kill Zabu. Peter decided to help her out and the two ended up fighting against and beating the Cat People who killed Ka-Zar.

Over the course of the days they were there, Peter learned a few things. One, Jean and Emma Frost hate each other. Turns out Jean and her boyfriend Scott Summers aka Cyclops were having trouble with their relationship and as of that Emma came in and asked to "help" with the situation. This turned into a psychic sexual affair between them. When Jean found out, well let's just say that all hell broke loose. Jean and Emma went into a telepathic fight with one another. Emma would have won if Jean never used the power of the Phoenix to overpower her and emasculate Emma in front of everyone in the school. In case you were wondering Scott did not get off easy. When he tried to reason that it wasn't cheating because they never get intimate physically Jean kicked him hard in the dick and broke up with him.

Too make things worse Kitty also hates Emma. This stems from Kitty's first meeting with the X-Men and Frost herself with Emma having them all captured and imprisoned by her Hellions years ago. So yeah that grudge is still there.

Speaking of Kitty, she and Peter have had some issues of their own. Peter and Kitty use to date. It all started back in high school when Peter had broken up with Mary Jane. Kitty and Peter decided to hang out for a while which later turned into a relationship when Peter asked her out. They dated for eight months until Kitty decided to break up with him after her ex Poitr aka Colossus asked her to come back to him. Although Peter and Kitty have made up there is still some baggage between them.

Lorna and Wanda were having their issues with their growing mental problems. Over the past few weeks they have been dealing with their father Magneto being a bad guy and their relation ship problems. Wanda's problem was that Vision asked for a divorce after what happened with their children being shards of a demon named Mephisto. Apparently this was too much for Vision and he wiped away his emotions and just came out with it and said that he wanted a divorce. Wanda responded the only way she knew how, by blasting Vision through a wall. Lorna's problem was that she was going to marry Alex Summers aka Havok, the brother of Cyclops, only to be left at the alter. Alex explained that he loved someone else and that he was sorry but they needed to break up. This crushed Lorna and she did exactly what Wanda did and blasted him through a wall. Because of their growing insanity they went to Jean for help and so far they have been getting over it but not completely.

Rouge's issue was that she and her boyfriend at the time Gambit were having trouble getting intimate. Due to Rouge's powers of absorption she can't touch those she would want to or else run the risk of killing them. This added on by the fact that the first boy she ever kissed was sent into a coma for three years and later died was constantly eating at her with the idea that it could happen again. This put a strain on their relationship causing them to break up, yet again.

Laura's issue is her expressing her emotions. Ever since the Facility tried to use her for their own nefarious reasons, Laura was taught to only carry out her mission and be a living weapon to kill others. Even though she's escaped that life it hasn't gotten better yet, mainly because she doesn't know to process different emotions like that. You'd think that despite being nineteen years old she would eventually. It's also worst that Emma continues to bully her with visions of her deceased mother but Jean and Ororo let her know that they won't stand for any of her crap.

Last but definitely not least was Theresa. Her issue was that she was in a relationship with a man named named Jamie Madrox aka Multiple Man however, she had competition with Monet St. Croix aka M, yes that is her hero name. Theresa wanted Jamie to pick her but was rejected in favor of M instead. So she is a bit torn up from that and is trying her hardest to get over him.

As far as Peter knows Ororo and Betsy are just fine, which is a good thing for. For now Peter is doing what he can to focus on getting in contact with the outside world and getting himself and the ladies out of the Savage Land. For now they'll try to make a living here and live one day at a time.

A few hours after eating, Peter set out into the jungle to see if the water he found the fish in was good to to bathe in. Kitty decided to tag along mainly to get out of the house they now live in. "So tell me again why you're going to check the water again".

"Simple I want to make sure that we can wash off there", Peter said. "Besides, would you want to be in a room with a few other people with a horrible odor?"

"Yeah good point", Kitty said in agreement.

"Just imagine Emma Frost with horrible BO", Peter joked.

"Yeah that would be horrible", Kitty said laughing a bit. "Especially to the men around her". At that Peter laughed with Kitty. Soon enough they made it to the lake where Peter caught the fish. The two searched for anything that could be harmful to them for about an hour and a half all the while making jokes. All the while Kitty was contemplating telling Peter something important. After a while the two stopped and met up with each other.

"Well it looks as though the lake is clean and nothing is wrong with it", Peter said.

"Alright now all we have to do is tell the others and then we... can..." Kitty stopped speaking as she looked upwards. Similarly while she stopped speaking Peter's spider sense began blaring at him as he felt shade over him.

"There's a T-Rex behind me isn't there?" Peter said before turning around around to face it. "Aren't you the same T-Rex I beat up earlier?" The T-Rex roared causing Peter to dash over and grab Kitty just as the T-Rex roared and began chasing after them. "This is exactly why I hate the Savage Land!"

"You and me both!" Kitty cried out before using her powers to phase through the T-Rex before it could eat them and get away. After that the two ended up in another area with a weird looking pink plant behind them that started glowing seconds after they got there. "Well that was close".

"No kidding", Peter said "Well we better get to the others".

"Peter wait", Kitty said abruptly. "I had been meaning to talk to you about this for along time but I couldn't find a better time to do so".

"What are you talking about?" Peter asked.

"Peter, I wanted to say that I'm sorry".

"About what?"

"About the break up", Kitty said. "It was wrong of me to do that to you. I know that it's weird to just say this but I just wanted to... to..." Kitty couldn't continue as she started feeling light headed.

"Kitty are you okay?" Peter asked only to get no answer. Kitty tried to say something only for her mind to be flooded with images of a man ramming her viciously. What set her off was the fact that she was enjoying it and started to sicken her. What spooked her the most was that it was Peter ramming his cock inside of her. She suddenly felt hot all over her body and as a result fell to her knees. "Oh my god, Kitty! What's wrong?"

"So h-hot... I feel so hot... what's happening to me?" Kitty asked worried.

"Don't worry, I'm getting you out of here", Peter said as picked her up bridal style and carried her back to the their make shift house. Peter opened the door to the house to find that no one was here. There was a note on the wall from Jean telling Peter and Kitty that they left with Shanna to find more food and something to communicate with the outside world. "Well that's convenient".

"Peter... I need... help", Kitty moaned out for him to hear.

"Kitty relax, you'll be fine I promise", Peter said. Kitty grabbed Peter by the neck and pulled him down kissing him in the process. Peter was shocked by her actions and he tried to separate but she wouldn't allow it. Peter eventually gave in and kissed her back wrapping his arms around her waist. Soon enough the two broke the kiss with Kitty dragging Peter to a room and phased her clothes off.

"Peter, I want you badly", Kitty said before phasing Peter's clothes off. She paused for a moment to marvel at his large manhood that was seven inches long and grinned at it. "So badly". She than pushed Peter on a bed before taking his erect cock into her mouth.

'Holy shit! This actually happening', Peter thought to himself. Kitty continued to suck him off as if her life had depended on it. Peter moaned and grabbed her by the the back of the head. "Fuck Kitty, your gonna make me cum".

"Good", Kitty's only reply as she smiled before laying him down on the bed and continued to blow him. This time she had Peter eat her out. While sucking him, she moaned as her licked her sweet spot. She moaned louder when Peter stuck his tongue into her wet pussy and decided to sit up resulting in her sitting on his face. "Come on, baby that's it. Lick this pussy!"

Peter did just that while Kitty gyrated her hips back forth and also rubbing him off. Kitty didn't know why but she was enjoying herself and loved the feeling of Peter licking her wet center. Afterwards she stopped and lined herself up on his tool.

"Understand Peter, I have fantasized about this for years", Kitty said before slowly spearing herself onto his cock taking all seven inches of him. Kitty squealed in delight as she started to bounce on his cock while Peter grabbed her tits. "Yes play with tits Peter! Worship them while I fuck this long dick!"

"Fuck Kitty, your so tight", Peter said.

"That's because your just so big!" Kitty said as Peter bucked and caused her to orgasm. Kitty reached down and kissed him again and wrapped her arms around his neck. Peter followed suit by wrapping his arms around her waist before rolling themselves over with him on top of her. Peter than proceeded to thrust into her making her scream again. Peter continued to pound her pussy that she couldn't help but scream.

"You love this?" Peter asked.

"YES I LOVE IT! YES!" Kitty shouted as she orgasmed again.

"Here it is Kitty, I'm going to cum inside you", Peter said as he felt himself near his limit.

"Do it cum inside me!" Kitty yelled. Peter did just that and came inside of her coating her walls with his semen. "AGHHHHH!" Kitty screamed at the top of her lungs that she almost lost her voice. The two settled down for a bit with Peter moving to the side of the bed with Kitty laying her head on his chest as hey both breathed heavily. "Wow, I have no idea what came over me to make me do all that".

"Yeah, that really shocked me especially the kiss", Peter said. "I'll admit though that I did enjoy that".

"Thank you", Kitty said. While they talked the door opened and someone walked in.

"What happened here?!" Shanna asked in shock while looking at the naked pair.

Next time Peter and another X-Lady get it on and how the other X-Men and Avengers are doing with a few of their members gone. Also they can use their powers in the Savage Land just to get rid of any confusion.