Chapter 3: The Spider's New Body
The window was still swinging on its hinges when Peter Parker froze, one leg over the sill, his body coiled in the instinctual readiness of a hunter. The scene in the living room didn’t compute. It was a broken collage, a nightmare image slapped over the familiar clutter of his home.
His wife, MJ, lay splayed on the rug. Naked from the waist down. Gleaming wetness between her thighs. Thick, pearlescent streaks painted across her dazed, smiling face. Two enormous, naked men stood over her, their cocks already beginning to harden again as they stared blankly at the intruder.
The air was thick, hot, reeking of sex and something else—a metallic, ozone tang that prickled his spider-sense into a silent, screaming whine.
“MJ?” The name was a cracked whisper. His mind, so adept at calculating velocity and trajectory, short-circuited. Rage, cold and pure, flooded him. “Get away from her!”
He launched himself into the room, but his movement was wrong. Clumsy. His center of gravity shifted, a nauseating lurch in his gut. The world tilted.
Felicia’s laughter cut through the haze, bright and sharp as shattered glass. She hadn’t moved from the arm of the couch, the strange, knotted artifact held casually in her hand. It was glowing again, a deep, pulsating mauve.
“Welcome home, tiger,” she purred. “You’re just in time for the main event.”
“Felicia, what did you—” Peter’s words died in his throat. A searing heat exploded from the center of his chest, radiating outward. He looked down, watching in detached horror as the fabric of his Spider-Man suit rippled, not from movement, but from the body beneath it changing.
His chest swelled, the material straining, then parting as two full, heavy breasts pushed free, tipped with nipples that hardened instantly in the cool air. His waist cinched inward, his hips flared, altering his silhouette in seconds. A wave of dizziness washed over him, a chemical realignment that made his skin feel hypersensitive, every brush of air a caress. The suit, responsive to his form, slithered and reconfigured itself into something parodying its original function—a plunging neckline that barely contained his new cleavage, the material tightening over his new curves like a second skin, leaving his thighs bare.
He stumbled, catching himself on the back of the couch. His voice, when he tried to speak again, was higher, smoother. “What… what is this?”
“An upgrade,” Felicia said, her eyes drinking in his shock. “I thought you could use a new perspective.”
Peter’s mind reeled, his scientific intellect grappling with the magical violation of his own body. He was a woman. The empirical truth of it was in the weight on his chest, the unfamiliar slope of his hips. Terror and confusion warred within him. He looked to MJ for help, for any sign of the woman he loved.
MJ just blinked slowly, wiping a finger through the cum on her chin and sucking it clean. “Hi,” she giggled. “You’re pretty. Are you here to play, too?”
The bald stud shifted, turning to face Peter fully. As he moved, his semi-erect cock, thick and flushed, swayed with the motion. It was already swelling again, bobbing to full, rigid attention.
Peter’s eyes, wide with horror, locked onto it.
The compulsion hit him like a taser to the base of his skull.
All thought, all panic, all identity—it didn’t vanish. It was shoved violently into a tiny, locked box at the back of his new mind. The intellect remained, screaming in silent protest, but it was now a prisoner watching through a glass wall as his body, his new body, moved on its own. A warm, syrupy fog filled his head. His plush lips parted. A low, needy whimper escaped him.
“That’s it,” Felicia whispered, leaning forward. “Look at it. Such a nice, big cock, isn’t it? Doesn’t it just make your new little pussy ache?”
Peter—the consciousness trapped inside—fought. But his legs carried him forward, a hypnotic sway in his new hips. His gaze was glued to the veined shaft, the ruddy head leaking a bead of pre-cum. His own hands, slender now with perfectly manicured nails, came up to cup his breasts, squeezing them through the suit fabric. A shock of electric pleasure shot through him.
“Fuck,” he breathed, his voice a slutty sigh he didn’t recognize. “It’s so… I need it.”
The dark-haired stud moved behind him. Large hands gripped Peter’s new, narrow waist, pulling him back against a hard, muscular chest. A mouth bit down on his neck, not hard enough to break skin, but enough to make him cry out. One hand slid down, over the taut suit material covering his stomach, past the hem, and into the wet, unprepared heat between his legs.
Peter jerked as two fingers thrust inside him. He was tight, virginally so in this form, and the stretch burned. The pain blurred instantly into overwhelming, degrading pleasure. His head fell back against the stud’s shoulder, a string of helpless babble falling from his lips. “Oh god, yes, more, fuck me, please…”
The bald stud stepped closer, his cock now a rigid pillar inches from Peter’s face. The smell of it—musky, salty, mixed with the scent of MJ’s juices—filled his nostrils. His mouth watered.
“Open up, sweetheart,” the stud grunted, his voice empty of everything but command.
Peter’s mouth opened obediently, his tongue lolling out. The man grabbed a fistful of his brown hair and guided himself in, not waiting, just pushing forward until the head bumped the back of his throat. Peter gagged, tears springing to his eyes, but his body relaxed, throat working to accommodate the invasion. The stud in his cunt began to finger him harder, curling his fingers, scraping over a spot that made white lights explode behind Peter’s clenched eyelids.
He was being stuffed, filled, used from both ends, and the bimbo compulsions in his rewired brain sang in ecstatic approval. Deeper, his trapped mind wailed. This is wrong. But his body was a engine of want, fucking back onto the penetrating fingers, sucking with desperate, sloppy gratitude on the cock hammering his throat.
Felicia watched, her own breathing shallow. She picked up the half-empty wine bottle, took a long swallow, never looking away. “Look at you, Petey,” she said, the nickname a vile poison. “Natural-born cocksucker. Bet you never knew you had it in you. Or should I say, on you?”
The bald stud began to fuck his face in earnest, his balls slapping against Peter’s chin. The sounds were obscene—wet, choking gulps, desperate nasal whines. The dark-haired one removed his slick fingers, lined up his own erection, and with a brutal, unyielding thrust, buried himself in Peter’s tight, dripping cunt.
Peter screamed around the cock in his mouth, the pain of the sudden, full penetration blinding. It faded into a relentless, grinding fullness. He was pinned between them, a living sheath, his world reduced to the slam of hips, the smell of sweat, the ache in his jaws, the brutal friction inside him. The coffee table dug into his shin. The cracked photo of him and MJ watched from the floor, glass splintering their happy faces.
They set a brutal, synchronized rhythm. Peter’s body, for all its newness, responded with shocking intensity. Each drive into his cunt sent jolts of paralyzing pleasure through his core. His nipples, exposed and pebbled tight, rubbed against the suit material with every jarring movement. He was climbing, helplessly, toward a peak.
“He’s gonna come,” the man fucking his mouth grunted.
“Do it,” Felicia commanded. “Paint his pretty new face.”
The stud pulled out, his shaft glistening with saliva, and stroked himself roughly. Ropes of hot cum splashed across Peter’s cheeks, his eyelids, his lips. The sensation, the warmth, the humiliation, broke something. Peter’s orgasm tore through him, a convulsive, mind-wiping wave that clamped his cunt viscously around the cock still pumping inside him. His screams were muffled, guttural things, his body bucking between the two men as they used him through his climax.
The dark-haired stud followed, holding himself deep as he emptied into Peter’s trembling body with a low groan.
They dropped him. He collapsed onto the rug beside MJ, a twitching, gasping mess, filled with one man’s seed, coated in another’s. The smell of sex and magic was overwhelming.
MJ rolled onto her side, smiling dopily. She reached out and touched the cum on Peter’s face. “You got some, too,” she whispered, as if sharing a secret. “It’s yummy, right?”
Peter couldn’t answer. The physical compulsion was fading with the sight of the now-softening cocks, but the horror of what had just happened, the vivid memory of his own willing participation, crashed down on the intellect now back in control. He stared at the ceiling, tears carving clean tracks through the filth on his face, the glowing ring in the couch cushions pulsing in time with his ragged breaths. Felicia set the wine bottle down with a soft clink.
“Now,” she said, her voice smooth as silk over a blade. “Let’s see how long you two can remember who you are.”