It's again me. My new project. Genderbend Ultimate Spider-Man fic. We don't have many of this kind. And the lemon one for it.

Chronology: It's after season 2 episode 4. Where White Tiger started to have love feeling for a Web-Crawler. Pairings: Penny(Female Peter)xAvan(Male Ava). They will be the only ones with changed genders.

P. S.: The name Avan exist.

Chapter 1: The Heat.

It is magnificently wild.

Both of them are biting each other with every kiss. Their cloths were teared apart by their sheer force of passion and lust. They then roll on the bed with their hands on each other's. This is perfect.

Suddenly the woman pushes the man on the bed and sits on him showing him her big perfect mounds in a lacy blue and red bra. She then trails her white finger on his tan-skinned chest then on his abs till she stops on the waistband of his white and black pants.

"Are you ready to take all of this, My Tiger?" she asked gesturing to all of her body with her other hand. Instead of the answer she receives the growl of hungered beast from her partner. She then smirks and rip off her bra and says, "Then take me whole."

With these words she jumps on him and…

At that moment alarm clock decided to buzz and wake the boy from his wet dream.

"That was a dream", he said with a gasp. He then looks between his legs and notices his morning mood. It is standing still and it looks bigger than from average boys of his age. "Oh shit. No that's time of year."

He is a tall Hispanic-American 17-years old who has a thin but muscular build, tan skin, brown eyes, and brown hair reaching mid-back. He was training his body day and night and that earned him hard chest, six-pack abs, strong legs and muscular arms. At the first glance he is looked like a normal high school student but he is not. His name is Avan Ayala. He is a leader, and a strong-willed, down to business kind of guy. He is definitely the most determined, and most apt about his S.H.I.E.L.D. opportunities than his other teammates. He is the current successor in his family's legacy to bear the name. He is superhero White Tiger. He uses the mystical White Tiger Amulet, which gives him the power of the named beast.

And because he uses the power of mystical beast, he is expecting one of the common side-effects. He is in Tiger's Heat. It's the same as a puberty but it's very powerful, and made the user wilder with desires, lust, and instincts.

"Why now?" he moaned. "Of all time why now?"

After putting on his usual clothes, which are green shirt, black sash around his waist, long black pants and black shoes Avan is entering the kitchen where his friends are waiting for him.

"Good morning, guys", he greeted them while siting in his usual place.

"Are you alright? It's not usual for you to sleep so long", asked one of his friends. He is an African-American 17-years old teen with a muscular physical build. He has black hair with brown eyes. He wears a beige vest with sleeves curled to his elbows, with a black shirt underneath and light blue pants. His name is Luke Cage. He is also a superhero Power Man. Man. His powers are superhuman strength, enough to stop a moving train, nigh-impenetrable skin and tissue durability, advanced stamina, rapid cellular regeneration & increased agility.

"You see it's kinda…" he began but was interrupted by his other friend.

"He is in heat. And he had some interesting dream last night", said the blond one, who is unaware about the deadly aura Avan emitted from himself. He is a blonde 16-year-old martial artist and has a very muscular build for his age. He wears tan pants or tan shorts and has a navy blue or a brown jacket tied around his waist. His shirt is mostly navy blue or green. He wears brown sandals and a metal grey necklace with black string. His name is Danny Rand. He is a superhero Iron Fist. He is a master of K'un-Lun's martial arts. Always calm, always in control, always there to aid and assist. Despite his laid-back personality, Danny takes things very seriously and is always able to keep his cool. He loves to meditate, doing it whenever possible to practice his Zen.

"Let me guess. You know it because my aura become corrupted by sin of lust", Avan quipped at him sarcastically.

"Actually, I know because I live with you in the same room", Danny said nonchalantly. It was true they were living in the same room of course they learnt many things about themselves.

"And who is this unlucky woman who will kicks your butt now?" asked the shortest one. Sam Alexander is a Hispanic teenage 16-years old with a slender build and average height, being the shortest of the fourth. He has black hair and tanned skin, and blue eyes. He wears a white long sleeve shirt underneath a light blue t-shirt, grey pants and grey shoes. His name is Sam Alexander. He is Nova a super-hero with cosmic-energy abilities. Ever since being inducted into the Nova Corps, Sam has developed quite the cocky attitude. He believes himself to be a natural leader, despite not seeing the limitations of his powers and his "fight now, talk later" strategy, which ends up not being the best choice.

"This my problem. And my problem alone", Avan argued with 'bucket-head' wanting to end the talk.

"Your urges are your problem indeed", Luke agreed before frowning. "But when you try to sexually attack female S.H.I.E.L.D agents or superheroines, it's becoming our problems. Because your actions are reflecting on us."

"Yeah and it was funny to watch when Black Widow or other woman wiping the floor with you. I still have the video of it.", laughed Sam making Avan to wince from the uncomfortable memory. "Who is your next target? Mockingbird, Maria Hill, Quake, Scarlet Witch or Black Widow?"

"Right now, it would not be a problem", Avan simply answered shocking everybody. "Because instead of living in Helicarrier, where I can't meet all of them, we are living in the house of the kind but energetic old lady. I am in safe place."

"But what about Midtown High?", asked Danny. "There are some beautiful girls out there. You sure that you will be alright."

"These girls?" he scoffed. "In our school we have only cheerleaders and nerds. The former has their brains putting in their breasts. And the latter are too shy that they are afraid to talk to me."

"And you know my tastes. I don't want a talking barbie or shy bookworm who will do anything I say. I want a strong, smart and beautiful woman. Who can take care of herself. Who is not afraid to knock me to my senses. And I didn't meet that woman yet. The only one who is close enough is Mary Jane and she is not my type."

And it was true. In all his life Avan was thinking about is to become a 'perfect' person. In his head he never thought to find himself a girlfriend. The concept of dating and parties were just uninterested to him. But he always had sexual urges and was always punched for it. And now far away from hot female agents. Plus, he had a better control over his powers he can control his sexual frustration better than before. Nothing can break through it.

"You know, it's good that you don't like MJ", said Sam happily while chewing his homemade breakfast. "I didn't want to fight you to protect her."

Seeing that almost his problems are over Avan decided to continue to eat his food. However, Sam decided to remember one important fact.

"What about Penny?", he asked. That question made everybody freeze. They couldn't believe that they forgot about her.

"What about Penny?" asked Avan in fear. He doesn't like where is that going.

"Wouldn't Penny become your 'perfect mate'?" asked Luke while making air quote. "I mean she is beautiful. She has three fan-clubs in school. The first club is belonging to Jock's. The second belonging to nerds. And the last one is about Spider-Woman fans."

"And she is strong", agreed Danny. "Not also in strength but in spirit. She always fighting till the last breath."

"And it's hates me to admit that but she is smart. Smarter than all of us", commented Sam with a disdain. He doesn't like to made compliments about Penny. "Remember she invented Anti-Venom by herself."

"Does all of this made her save from you?" asked Luke from shudder.

That made Avan to freeze from shock and remember his female team leader. Penelope Parker, or just Penny. Or how people call her a Spider-Woman. The kindest person he ever met. She always helps people inside and outside the suit. The woman who have more wisdom and experience than him. She knows the price of the power, which she already paid. Despite everything that happened to her she continues to fight and never gives up. Despite that all city against her because of Daily Bugle and Jameson. Avan would tear that old man apart if he ever meets him.

When he first learned that he would lead by some vigilante-girl in a spider suit, he thought that he would hate it every second. But he was wrong. And he is glad about it. She teaches him about the ways how to live in the normal live. She made him to see that he mustn't to show up to everybody. She gave him and his friends a home when all of them always thought of her as a damsel in distress, who wants to look cool. But the most importantly she shows him how to let got of the revenge. If it wasn't for her then he would Kraven the Hunter, man who kills his father and grandfather. She helps him to let go and not to become a monster himself.

After some months of meeting her, he falls in love with her. What's not to love about her. She smart, beautiful, strong, deterministic, can cook better than Sam. She is perfect. And his primal instincts agreed with him. Despite that in school she has a reputation of a pretty nerd, nobody knows what she is hiding. That she is a bombshell. In her Spider-woman' suit he learned that she has curves that made all girls jealous and boys to drool. He is one of the same boys.

In truth it wasn't his first wet dream about her. When he starts first to work with her, he definitely notices her figure. And because of it his dreams first started. And it's always changes. She had a role a sexy teacher, who always made him to stay after lessons; S.H.I.E.L.D fight instructor who always made him to lie down; a sexy secretary with a tight uniform; when she asks him about to help her to choose a new bikini or bra; even a sexy bunny girl. But every dream was only teasing him. He never had a sex in them. Expect today.

Right now, he has a different problem. He can't tell them about his feelings and desires towards Penny. If they learned it then they would laugh at him till his last day. They mustn't learn about it, especially Sam. That's why he decided to do the old and bad option to his problems. He decided to lie.

"Who? Penny?", he asked in disbelief before laughing, surprising his friends. They are don't surprised by wild Avan but laughing Avan is really scary. "You kidding me, right? I mean look at her. It's Penny. I am more comfortable with her than anyone of you. She always wears clothes that made her to conceal everything. She doesn't have anything to show."

"You sure?" asked Luke in confusion. "I mean you saw her suit, right? The big window on her cleavage. In addition, it's hugs her in all right places. She has many things to show."

"Yeah I saw them", answered Avan. "Her curves are looking too big to be true. I think that she uses some pillows or cotton in her suit. No matter, I mean what I said, Penny Parker can't possibly arouse me. I think people could mistake her as a boy, if it wasn't for her ponytail."

Despite thinking that his friend is lying, they decided to let it go. If he sure that it's not their problems.

Meanwhile Avan was feeling himself guilty. He doesn't like to lie to his friends. He is also hating to talk such dirty things about Penny. But that was the only way for them to leave him alone. He is a big boy he can take of his problems by himself. With these thought all the boys left the house to go to school.

What they didn't expect that they were eavesdropped by the same female, they were talking about. And she is not happy about what she heard. She is beautiful 16-years old girl with brown messy brown, shoulder-length hair tied in a messy ponytail. She has light blue eyes. She is wearing a blue t-shirt along with baggy pants. Despite her clothes that hiding her figure, she has long legs, muscular model body with curvy waist and big breasts which a bigger than other girls her age. She is Penelope 'Penny' Parker. She is also Spider-Woman. Girl who learnt from her dead uncle that with great power, comes great responsibility. That's why she decided to become a superheroine, to save people who can't save themselves.

And she didn't like that Avan thinks that she is looks like a boy. He hurt her pride as a woman. And he will pay for it.

"You will pay for it, Tiger", she seethed in anger.

Avan just got himself a new set of problems.