Gwen looked at Peter’s new arms as they stuck to the wall and told him “honestly…that kind of freaks me out a little.”
Spider-Man looked up at the metal limps hovering behind him, extending from the harness fused to his spine following his neural commands. What once belonged to Otto Octavius were now his, and they made quite an intimidating visual. “Don’t worry, they won’t hurt you” he promised.
He and Ghost Spider hung from a wall high above New York City, both of them in costume, both coming off patrol and a mission to deal with Spider-Man’s egotistical villain. She looked up at Peter’s new arms with trepidation as their hovered around her, his body supported by the hand stuck next to her shoulder while she pressed her back against the brick. He was in full control, but it didn’t stop her from watching them nervously. Messing with toys from Supervillains never goes well usually.
“So…how long do you have until you need to go back to your universe?” Pete asked Gwen as they hung out, both of them listening to the city expecting either sirens or their spider-sense to interrupted their moment of peace.
Gwen checked her transdimensional wrist watch before answering “a while. Maybe an hour. Any ideas how to pass the time?”
“We could go for a bite to eat” he suggested. “I think pizza joes is still open.”
“Ooh, I love pizza Joes” she whispered, salivating under her mask. But then she squeaked as one of Peter’s new arms brushed up across her thigh, in a way that wasn’t accidental. She looked down at it as it rose up and brushed the underside of her boob. She looked suspiciously at Peter. “Either your arms are going rogue, or you’d rather be doing something else other than pizza tonight…that sounded wrong” she muttered, catching her phrasing.
Peter chuckled. “Actually, I think you had it right” he whispered, leaning towards the younger version of his deceased ex girlfriend. “I’d much rather be doing you than pizza” he said, wrapping his arm around her waist pulling her closer.
Gwen licked her lips in anticipation as their masks came closer. One of the metal arms approached and carefully lifted Gwen’s mask over her nose revealing her mouth. She smirked, reaching up to do the same with Spiderman’s. “Just FYI, I’ve only got two hands” he reminded him as she leant in and kissed her alternate Variant of her deceased best friend.
The two spiders made out against the side of the building passionately, the noise of New York filling their ears as they got lost in each other’s arms. Neither was worried about falling to their deaths, having sex on walls or ceilings had become a natural pass time for people like them. They chose to keep their costumes on too. Last thing the people in neighboring apartments needed to see were two naked people fucking outside their window. Peter pinned Gwen to the wall deepening the kiss, their tongues becoming intertwined as they mashed their mouths together. Gwen ran her hands over his toned chest, moving them down to his waist.
Before she could get any ideas on what she might find, two of the mechanical arms caught her wrists and pinned them to the wall. “Okay, not alarming at all” she muttered, prying out of the kiss to try and move her hands. When they didn’t budge she grew concerned, until Peter dove to her neck to nibble on her exposed flesh. “You know, I’m not that kind of girl” she said, gasping as his palm molested her chest. “I don’t like being tied down.”
“That’s a shame. Because I like a woman who can handle herself” Peter growled, his lips capturing hers in a powerful kiss.
Gwen narrowed her eyes, her tingle sensing the challenge in his statement and accepted it. She wrapped her legs around his hips and used her enhanced strength to flip him around, pulling out of his arms grip to pin Spider-Man against the wall and web his hands above his head. “How’s that for handling herself?” She asked, grabbing his head and slamming into a kiss of her own, rubbing herself on his bulge.
It seemed she already forgot he had more than one pair of arms as two of them grabbed hold of her ankles and yanked her off him. She cried out as she was pulled from the wall and suspended upside down, hanging dangerously over the street. “Okay, not funny Pete!” She yelled, vertigo making her dizzy as a moment of panic flashed through her.
A third arm looped around her, pinning her arms to her sides, and brought her back to the wall where she looked down (up) at Peter to see he’d already broken out of her webbing and had pulled his penis out of his pants himself. “Did you think your measly webbing could hold me?” He asked, his arms dragging the dangling Ghost Spider over and lifting her up until her face was directly in front of her face. “Now I will show you what a superior Spider-Man can do” he declared, tearing a hole between her outstretched legs as his mechanical hands pulled her feet as far as they could. She thanked her gym class for making her body flexible enough not to complain as she did the splits in mid air, her pussy wide open of Peter’s dominating tongue to invade.
She gasped in surprise at how forthright he was. Usually he was more sensual when going down on a woman. But then he didn’t talk like this either. It was like he was taking a different approach. She was tugged forward and his cock slapped her nose. She grimaced as she extended her tongue to lick it. Like she said, she wasn’t the kind of girl who was into kinky sex. Not anymore. Not with octopus arms. She was reminded why when the arm encircling her brought it’s clawed hand to the back of her head, gripping it tight and shoving her forward forcing her to take his penis into her throat. She gagged around it as she was thrown into a sixty nine situation, sucking Peter’s cock while he went to work on her pussy. Her fingers curled and extended by her thighs as she twitched, alternating between feeling repulsed and turned on at the same time. She yelped when Peter slapped her ass cheeks to get a response, her pussy clenching around his tongue as he munched on her. She didn’t cum, but neither did he. He pulled away from her licking his lips, the mechanical limb loosening to let her catch her breath. “What the fuck Pete?” She shouted.
“Forgive me. I seemed to have gotten a little carried away” he replied, his arms maneuvering her until she was upright. She tried to squirm out of their grip but they let go of her ankles only to grab her wrists, flipping her over until she was hanging from them and dangling over the drop. His real arms reached out and wrapped around her waist, pulling her against him pressing her back against his chest. “You taste delicious, by the way” he whispered, how cock rubbing between her thighs brushing against her cunt. “And my dick is eager to fuck your pussy.”
She looked down as his hands lifted her top above her breasts, revealing her nipples for him to play with using his sticky fingers. She moaned as his fingertips clung to her nubs, plucking them and making her gasp. “You could’ve warned me you were planning to go all fifty shades on me” she complained, looking up at her restrained hands.
“The arms reacted to my thoughts, as much as my commands” he explained, leaving her breasts to open her thighs and guide his cock towards her entrance. “I guess I had a fantasy of entrapping a spider in my web” he smirked, rubbing her clit teasing her. She shivered in anticipation, her pussy dripping for his cock. “May I?”
“Do it” she begged, eager to feel him inside of her. His cock penetrated her cunt and they both moaned as he pulled them both against the wall to hump her from behind. She bounced on his cock throwing her head back, resting it against his shoulder as he massaged her thighs and rubbed her clit. Her breasts bobbed against her chest until the other two mechanical claws reached up and grasped them. Gwen gasped as they squeezed them roughly, pressing their cold metal against her hard nipples. “Fuck, I forgot how weird this feels” she muttered.
Peter slowed his thrusts to look at her. “What do you mean by that?”
She blushed as she quietly explained “not the first octopus I’ve had sex with.”
She felt his stare on the back of her head as she turned red. “You mean you and Otto…”
“No! Ew, god no” she said. But then she thought about and backpedaled. “Well, yes, but…not your Otto Octavius.” She looked over her shoulder to see his mask shifting to raise an eyebrow, explaining “it wasn’t like that. I was hopping dimensions and ended up in one with a version of him who was…admittedly rather good looking. He was older, had this whole Alfred Molina thing going. I helped him put together this machine he said was going to harness the sun in the palm of his hand.”
“So you slept with him?”
“You’re fucking me with his arms right now. You don’t get to judge” she snapped. She looked down at the metal hands groping her chest, thinking about the differences between these and the three pronged clamps he used on her breasts to pinch her nipples. “Although I was very drunk at the time…and getting over some emotional trauma…and maybe mad at myself at the time….okay, it wasn’t my finest hour…and a half.”
Peter shook his head in bewilderment, trying to picture Gwen having sex with any version of his adversary. The thought made him gag. “Please tell me he wasn’t very good” he asked.
Gwen looked at him and shook his head. “Not that good” she said honestly. “Not the worst, but not that good. Hey, are you just going to leave me hanging or fuck me?” She asked, noting how still both his cock and his arms had become.
Peter snapped back into the moment resumed fucking her, his cock sliding in and out of her pussy while his hands returned to her breasts. This freed his two metal arms up to move the pair around until she was bent over suspended over the street, her arms bound behind her back and her knees bent. She tried not to look down as he ducked her from behind, the grunting hero asking her “any more variants you need to tell me about? I’d hate to think I had competition.”
Gwen almost lied, but she felt a desire to mess with him by telling him about her first fuck with an octopus themed villain. “I suppose I shouldn’t mention Liv. Sorry, Olivia. Only her friends called her Liv.”
“A female Octavius? Preposterous” he bellowed.
Gwen felt a tug on her spider-sense which made her nervous, but she ignored it explaining “it was one of my first adventures in the multiverse. She was mad crazy and her arms were different, made out of this rubbery plastic that could expand and stretch. Which was a blessing when I ended up wrapped up in them and having her rape me with those arms.”
“Forced herself on you?”
“Yeah. She…fuck.” She paused to ride through a spontaneous orgasm, the thrill of being hung over certain death proving more exciting for her than she thought. “Keep going” she moaned, milking Peter’s cock as he thrust into her.
“Yes, keep going” he said, raking his fingers down her back and slapping her ass as he pounded her. “Tell me how this inferior version abused you.”
Inferior? “Honestly…I think I preferred those arms to the metal ones. They hurt a lot less, even when they were shoved in my ass. She kept talking while she molested me, never with her own hands though. She didn’t even change outfits. I think she was treating me like some lab experiment, testing her new toys on me. I sort of got into it after a while. Almost. Didn’t like how hard those things suctioned my tits, like they were trying to milk me. I’m not a cow. Then there was this one arm…clamped it’s claw over my mouth and shoved this tube down my throat. I was actually sucking on it until I realized how stupid I looked. I don’t know what it pumped into me, but it made me sick and spiked my blood sugar. Another one did the same in my cunt and I thought I was going to be impregnated. It was so deep…”
She came again, giving away hot arousing that experience actually was for her. Her cheeks turned red, glad she had her back to her lover so he couldn’t see. He continued to fuck her, oblivious and caught up in his own pleasure. “Any chance we can continue this when I’m not suspended over a huge drop?”
Peter considered it and smiled. “Very well. The die is cast” he proclaimed, his arms yanking her back and twisting her around. Her head was spinning as she was pulled into Spiderman’s arms, his lips mashing onto hers, his cock penetrating her pussy once more as he brought her against the wall wrapped up by his metal limbs. She couldn’t move, but decided not to resist him as he humped her against the building, getting lost in the kiss and the pleasure. She moaned as he ducked her harder, faster, his spider-strength pounding her into the wall so hard she was worried they might bust through it. His arms squeezed her, her arms pinned to her sides, one coiled around her neck. She panted and gasped, the sex taking what little breath he was allowing her away. Any tighter and she might pass out. “Peter” she wheezed.
“Hush. I’m almost finished” he growled, on the verge of his ultimate victory. “Feel what a true superior is capable of” he cried as he pumped his seed into her womb, his arms crushing her as she climaxed around him.
She screamed and choked, the arms squeezing too tight causing black spots to dance around her vision. “Peter” she whimpered, her consciousness fading as she passed out in the Superior Spiderman’s embrace.
She woke up on the rooftop, shivering from the cold as a breeze tickled her exposed privates. She groaned lifted her head, discovering she was alone. Peter was gone. He left a note saying he had to go save the city and left her to sleep. There wasn’t an apology. But then she didn’t expect one. Peter wasn’t acting like himself, not while he had those arms one. “Shit” she muttered, realizing she might have to save him from those stupid things.
She pulled her costume back into place, webbed up her crotch to cover herself, and waited for the aching to pass before leaping from the building to swing after him. That’s the last time I have sex with any octopus themed peopleshe told herself.
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