Chapter Three:


Gwen Stacy blows a strand of hair obscuring her vision. The last few days since an explosion one of the labs most certainly throws her entire world upside down. Thankfully, she's not hurt, other than the fact that one of the spiders broke. She cannot find any other information, other than the fact they were part of an experiment which got mothballed years ago.

The eighteen year old prodigy runs a test on her DNA. At first, the spider bite just seems like a normal spite. Swelling, itches like hell, that sort of thing. The more Gwen takes a good close look at the spider bite, the more she realizes there's something that happens. She takes a sample from one of the spiders along with a sample from herself and she would need to run a program.

There's times where it feels like there's someone who is monitoring her work and taking an extremely close work at what she's working on. Smythe in particular is the one who tends to roam the hallways outside of her lab and go in to ask questions. He's Norman Osborn's golden boy and has pretty much a job for life. Which causes a lot of friction with Gwen's friend Harry, since having left for Europe to find himself.

This makes Gwen bite down on her lip in a very common level of frustration. She swipes her hand through her hair and returns it back.

"Ms. Stacy."

A voice causes Gwen to snap out of her thoughts. Gwen gets up to face an attractive brunette woman who dresses in a black tank top and a pair of tight blue jeans which meld onto her body. She looks like someone who works out a fair bit. Gwen wonders exactly who she is.

"Who are you and how did you get in my office?"

"The guard at the front desk fell asleep. I'm Alex Danvers, and I was doing some research on a project which OsCorp was running years ago. And you were doing some research yourself. Do you think you can help me?"

The words of this woman puts Gwen on guard. The brilliant scientist moves out of the chair. Her lab coat hangs from her body, to cover the white button up shirt and blue jeans she's wearing. She wonders exactly with this Danvers woman. Danvers...that name sounds familiar to her?

"I'm not sure if I can help you. There's a lot going on at OsCorp which is covered by NDAs."

"Fair enough. I'm talking about a paper you wrote. Which discusses symbiotic life forms."

Gwen's eyebrow raises.

"I couldn't really conclusively prove if they could be artificially created. OsCorp may have worked on a project, but if they did, I'm not privy to it."

"Yes, I know. I want to ask you about the effects if they had been bounded to a human host?"

Gwen considers this woman's line of questioning. She absent mindedly slips the lab coat off of her shoulders for a second before pulling it back up.

"It's...here is not the best place."

Smythe or any other of the people working here coming up might ask questions. Gwen hastily puts away her research on the spiders and draws in a deep breath before focusing on the woman.

"I'm just about done. I get off in about ten minutes. Why don't we go back to my place?"

There's a small part of Gwen who wonders if she should trust a mysterious woman. Yet there's just something something about her presence and smile.

"Here."

Alex hands Gwen identification. A quick study of the identification card shows Gwen that everything is on the level.

"Seems legit."

"I should hope so. So, do you want me to help…."

"That's fine...just wait outside for me in the parking lot. I swear I won't ditch you."

There's going to be people who are going to ask questions if Gwen's meeting with someone. Of course, depending on how deep Alex is in the government, she might be investigating the series of mysterious disappearances with top ranking OsCorp officials. Most of them happened in the New York branch. Gwen hoped to get a transfer.

She wonders if there were more of the spiders back at the New York branch. She supposes there's another mystery for another time. She reaches for the vault, only to find it a bit out of her reach.

Without honestly thinking about it, Gwen jumps to a point on the wall, slides the samples in the vault, and makes sure they locks behind her.

With that out of the way, Gwen drops down and moves out to see what this Alex Danvers woman wants. She lets her lab coat drop on the chair and locks up behind her.

The results of her tests will have to wait for another time.


"Best I can tell back in the day, OsCorp managed to acquire a piece of an alien lifeform. I think that they were trying to replicate it into some kind of supersuit, but it wasn't found."

Alex sips the drink of coffee. The blonde sitting next to her was very relaxing on the eyes and her qualifications just make her that much more attractive.

"What happens if someone is bonded to the suit?"

Gwen sets the coffee cup on the table and ponders the theory she's had.

"It will change a person, on a biological and neurological level. I think that it will cause changes deep in their personality and their psyche."

Gwen moves the drapes back to avoid the glare of the sun setting from affecting their field of vision.

"You mean like causing a person to crave either sex or chocolate."

It's only through sheer reflexes of catching the cup before it drops that Gwen does not drop it onto the ground. She pulls it up and ponders what she wants to do.

"I was investigating a meteor crashing. The meteor has spores which my government organization is looking out. The symbiotic life form bonded to me."

To demonstrate, Alex shoots a strand of the suit and lifts up the cup. She creates a third hand with the other suit and drops it into her hand.

"That's...we should find a way to get the suit off of you."

"Why?"

"Well, the test subjects to the OsCorp super suit were put in isolation due to the fact that it drove them completely mad. They were crazed, they became one in the suit, they became angry and reckless, and they started to refer themselves in plural pronouns."

Gwen realizes she says much more than she should. When she located the records through her research, Doctor Octavius confiscated them, and told her in no uncertain terms to leave that point out of that research. He did not make an outward threat, but it was more of the implication of a threat that stirred up Gwen's emotions.

Alex remains silent for the next few seconds.

"So, there's more."

"Yes, there's more and…."

Alex shoots forward and silences Gwen with a kiss. It takes a second for Gwen to react and more importantly, kiss Alex back. A moisture builds between their lips when they move tongue to tongue with each other. Gwen's entire body heats up underneath Alex's touch.

She pulls away from Gwen and leaves her spell bound. She's already on a trigger after being bitten by the spider and Alex opens up a door in her mind.

Alex kisses her one more time and Gwen finds herself spell bound by the older woman who insists in sticking her tongue into Gwen's throat.

"You know, people might have gone insane because of the isolation."

There's a very compelling argument being made by Alex. She kisses the side of Gwen's jaw and pulls away from here. There's some more kisses following.

Gwen puts her hand on the back of Alex's head and encourages the kiss. She goes deeper and deeper, digging her tongue into Alex's mouth. She tries to gain some level of domination on the woman, although Alex proves why she's a woman.

The truth is, Alex does not have that much more experience than Gwen, by the look of things. However, the suit's gained her a lot of confidence. She inhales the delicious scent coming from Gwen. Hot pheromones and Gwen's hot body writhing underneath her calls for Alex.

Alex slips the tendrils underneath Gwen's shirt and starts to fondle every inch of her body. Gwen whimpers in pleasure from all of the ways that Alex touches her.

"Oh, you're a naughty girl. A very naughty girl."

"You're the one molesting with tentacles."

"And you're the one who is getting off of it."

She reaches behind Gwen and squeezes her ass. Gwen's shapely rear end feels just about as nice as it looks. She squeezes it a couple more times and gets her moaning and writhing. Gwen tries to latch her hands onto every inch of Alex's body as possible, trying to get some level of domination.

Part of the suit oozes from Alex and shoves itself down Gwen's throat. Gwen wriths and squirms with the suit deep throating her repeatedly. Alex sharpens some points of the suit and shreds Gwen's shirt from her before removing her bra.

Gwen really likes that shirt. She doesn't have that much. The added sensitivity to her breasts and their added size after the spider bite makes Gwen breath heavily. Alex presses her chest down onto Gwen and sucks on her lower lip. Gwen puts her hand on the back of Alex's head and the two of them enter a very intense makeout session with each other.

The feeling of Alex all over her body makes Gwen moist. A tendril slips between Gwen's legs and works itself down her. It teases Gwen's dripping hole and gets her nice and horny. Alex drops her mouth down onto Gwen's chest and starts sucking her nipples.

It feels so damn good it almost hurts. A slight bite down on Gwen's nipples makes her breath out. Her teeth feel a lot sharper and the back of Alex's neck is exposed.

Is she growing some kind of fangs? Gwen lunges forward and drives her fangs into the side of Alex's neck and into her shoulder.

A pleasurable warmth spreads through her body from Gwen sinking her teeth into her. There's some kind of venom which warms up through her body. The suit goes completely wild and wraps around Gwen's legs. One tendril rubs against her asshole and another tendril slips deeper inside of her pussy.

"That's really good."

"It's amazing."

Gwen spreads her legs for Alex. The tendril slips from her and a large cock grows from Alex's pelvis. The thick black appendage hits Gwen on her moist lips and makes her jump high in the air. Alex puts her hands on Gwen and positions herself.

"I'm going to fuck you. Hard."

"Oh, you really think that you can."

Gwen wraps her legs around Alex to pull her forward. There's a burning expression in lust in her eyes. Alex drives deep into Gwen and she howls in pleasure.

Flesh smacks together. Every push drives deeper and deeper inside of her. Alex puts her hands on the back of Gwen's legs and massages her. She pulls almost out of her and drives her swelling cock head against Gwen. Her pussy walls expand with several miniature tendrils spread her pussy lips apart.

Those nipples stand up into the air for Alex to suck. They look very tasty and Alex cannot help to dig her mouth onto Gwen. She sucks the succulent flesh. The warmth spreading on both sides increases.

Alex rises up completely until the point where she's almost out of Gwen. A grind against Gwen's lips to spread open for Alex to stuff full of a cock. The cock which expands and spreads her. Two large balls grow from the suit and repeatedly slaps Gwen on her thighs.

Inhale and exhale, spreading her legs to take as much of Alex's cock inside of her as possible. It feels like the best thing possible. Her hands clutch and releases Gwen's breasts.

"I can milk those for hours. Did you come by those naturally?"

"A spider bit me."

Alex considers Gwen's statement and nods in response. She dives down and buries her face between Gwen's tits and her cock inside of her body. Their bodies become one with a rapid fire series of thrusts.

Gwen never is able to think straight. All she wants to do is spread her legs and allow Alex to constantly bury inside of her. The thrill her body feels climbs higher and higher like a rollercoaster.

"I'm going to cum. Make me cum."

Alex is not going to hold back when Gwen's so close to losing it. The desire to absorb this sexy woman's juices makes her horny and hungry at the same time. She is not going to give her any quarter.

Fortunately, Gwen's stamina is amazing. She squeezes Alex and this results in tingles going down her spine. Alex lifts up and Gwen grabs the back of Alex's head. The two kiss each other, making sloppy sounds. Gwen's lips are penetrated on two different levels.

Alex pauses to enjoy the feeling of Gwen pushing up against her. She's very close to losing it, and Alex wants to draw out the pleasure even more. Her lips move from Gwen's and cycle down her neck. Alex draws her attention to Gwen's bountiful breasts and sucks them hard and fast.

Those eyes flood over with Alex cupping her chest and releasing them. She sucks on Gwen's chest and makes her make the most delightful of all sounds.

Gwen does not do anything other than register the feelings of pleasure. Alex pushes inside her so deep. A hand pulls on Gwen's hair and brings her back to life. Alex rocks herself down into her and pulls almost out of Gwen. She leaves her pussy dripping with delight.

"I want you. Are you going to give me everything that you want?"

"Mmm...yes...you know it."

Boy does Alex ever know. She can feel Gwen's walls closing around her. The silken warmth around her makes Alex just go a bit deeper to penetrate her sexy lover. Repeatedly and endless, Alex digs a finger into her nipple and releases it. Gwen lets out a breath.

Then, the orgasm hits Gwen. Boy does it ever. Every single nerve ending in her body sings with pleasure. Alex pushes herself down onto Gwen, taking more of her. Going deeper and deeper into her. Their thighs hit together at a very intense rate. Gwen pushes her legs around Alex's back and buries more of her inside of her.

"Perfect. You're simply amazing.

Gwen is allowed to rest for a little bit. Alex turns her over and puts her hands on Gwen's firm buttock. She feels the warmth against her and then squeezes her. Alex rears back and swats Gwen's ass.

"I wonder what it will feel like back here."

The tendrils stretch out and work into Gwen's back hole. The oozing of the suit causes Gwen to break into a fit of breathing. In and out she goes, her chest rising and falling at the constant rate it goes deep inside of her back passage. Alex pulls completely out of her and settles her hands on the underside of Gwen's chest.

"A little break? That's what baby wants, isn't it?"

"Mmm...yes."

Alex leans in and starts sucking on Gwen's neck. She feels up her body one more time. Those ass cheeks bounce a little bit. Alex pushes against her and releases her cheeks. Another loud smack and Gwen squeals.

The lubrication of Gwen's back passage completes. The juices soaking from her suit from Gwen's arousal allows Alex to slide in and bury herself into her.

"You like another woman nailing you in the ass."

What kind of question is that? The big black cock pushes deeper into Gwen's back passage. Alex rolls her hands down Gwen and causes her to moan. The extensions of the suit causes miniature tendrils to come out of her fingers. They wrap around the areas of Gwen which Alex is incapable of reaching on her own.

Alex rocks back and forth with her constantly ass fucking of Gwen. The anal excites her and makes Alex drive faster and further into her. Stretching herself to new lengths and almost pulling all the way out of her. Gwen grabs onto the couch with Alex riding her ass. She drives into her. The hands squeeze into her ass and then smacks Gwen on the ass.

She lets out a couple of passionate moans the deeper Alex drives into Gwen's tight rectum. She cannot help and lose it. It's a great feeling to to be deep inside of her.

A slight shove into Gwen's quim shows just how close she's ready to come. She slips a bit deeper into Gwen and makes her explode the faster she goes inside.

"Come for me, baby. Come for me good."

"Oh, damn, it feels good. Feeling you in my ass like this."

"You haven't felt anything yet."

The symbiotic cock completely fills Gwen's ass. The fact it oozes inside of her like that causes her mind and body to relax. The constant climbing up over her chest and the squeezing of it makes Gwen close and release her anal passage down onto Alex's probing cock.

Alex speeds up repeatedly and is getting closer. She hangs on for the ride, edging herself closer and closer alongside Gwen. She does not want to stop that soon. She smacks the cock-head over her anus and then pulls completely out of her.

Without any pause, Alex rams herself deep into her. She bottoms out inside of Gwen, along with forcing her to bottom. Alex kisses the back of Gwen's neck, both a comforting action and one which causes her loins to crush together on Alex's sinking finger tips.

The second she finishes off in Gwen, the spider empowered woman drops down onto the couch. She cannot bother to roll over due to the hard pounding her ass as. Gwen's entire body is on a trigger and responsive to her touch. Which does not help the second Alex reaches in and cups Gwen's chest. Gwen jolts up a second later and looks Alex directly in the eyes. Desire and hunger spreads through her body the moment that Gwen's thighs open for Alex to sink her way inside of her.

Gwen throws her hips up off of the couch. She rolls her hand against her and sends a heated pulse through her. Gwen lifts her hips.

"Look at that. Are you going to lose it if my fingers leave this sweet pussy?"

Gwen tries not to break at the feeling of losing Alex's touch. She licks Gwen's juices from her digits and then offers Gwen a taste. A brief taste before she pulls back.

This little tease causes Gwen to spring into action. Alex blocks her from gaining control and shoving Gwen into the wall. The nineteen year old finds herself squirming. Alex binds her with tentacles and lifts her up off of the ground. The cock beneath her only grows bigger.

"Ready?"

"Yes. Fuck me again."

"So impatient. But, I can't blame you."

Alex impales Gwen's sweet body down onto her extended rod. The warmth spreading through them is quite nice. The next time Alex fucks her is more vigorous. The more pheromones Gwen's body gives off, the faster Alex goes to town on the brainy blonde.

Heaven, it's pure heaven for Alex to bury herself into Gwen's pussy. She vigorously pounds away. Leaving some marks on Gwen and Gwen grabs onto her. The fact Gwen's mouth drops onto her shoulder and bites it, causing some marks to go.

"You're really horny."

Gwen just grumbles and thinks that Alex is making the obvious comment. The many ways she touches her with the tentacles running over her body prevents Gwen from saying anything. Her pussy clenches and leaks down onto his manhood. She closes around him and releases him with a very passionate squeal coming out from her.

It's the best feeling in the world. Gwen wonders why she argued the symbiote. How can something this bad, feel so good after all. She does not know. All she feels is the intense stuffing, of Gwen repeatedly working herself into her. Constantly, vigorously, pounding away until her wet pussy clamps down and releases Alex. Alex pulls almost all the way out and drops down onto her.

Alex tests the capabilities of the suit to reach deep into Gwen's orifice and give her pleasure. The sounds she makes, the dirty sounds which might seem overplayed in a porno, makes Alex honestly believe she's hitting all of the right angles right here.

"Closer. Both of us. Together."

Alex holds onto Gwen and slides into her. The two press together about as much as two people could. The lovely pumping of the cock makes Alex feel a warm buzz. She needs to wrap this up, because her orgasm just nears closer. She repeatedly impales Gwen down and then moves in to suck her.

Gwen cannot voice her pleasure in anything else other than constant moans. Her body transforms into one constant G-Spot. Registering pleasure. Gwen hangs on for the ride and cannot do anything else other than climax alongside of Alex.

Both of the women become a sticky mess from the juices. The tentacles cling onto Gwen very greedily and keep bouncing her until Alex finishes.

The breath afterwards and the smiles of satisfication tells the entire story.

"Amazing."

Alex's phone starts to go off on the phone. She does not take long to realize it's urgent.

"Duty calls, I better go."

Gwen nods and leans in to get one last kiss from Alex. Alex overwhelms her with a tongue kiss that leaves Gwen's loins dripping and ready for more.

"Right...I'll run some tests...see if there's any problems...maybe find out about the limitations you have or the capabilities I guess."

"You do that. And I'll see your tight ass later."

Gwen just gives her a smile, drunk off of pleasure. Alex squeezes her butt and gives her another kiss. A naughty tentacle slides its way into a very private place.

With the duty done, Alex slides into the night and leaves Gwen with a lot to think about. She slips the symbiote sample into a vial to deal with later. By the vial is a slip of paper, with a number that Gwen can reach Alex at after the tests are done.

She's sticky and messy ,and Gwen figures a shower is important. She still feels Alex inside of her, even long after she left.

To Be Continued.