Anya 'fills up'.

Stroking at Peter's massive cock, the venomized Anya licked up his length and griped at its veiny surface, the result of which only made him harder and cause his balls to tense. Wrapping her mouth around the head of his cock, she managed to stretch her jaws inhumanly wide just to wrap her lips around it. Swirling her tongue around what she had her mouth over, Anya continued to coax Peter's length, pleased when she felt him buck and thrust down her throat. She could hear him grunt and growl at her ministrations. His many hands patted her head before gripping her shoulders and keeping her in place as he finally went rigid and bellowed out a groan of release.

Flooding her stomach with his seed, Peter continued to twitch and spurt gallons into her at a time, causing her stomach to balloon and inflate as he filled her more and more. By the time he was done, Anya purred as the contents were already metabolized and used as fuel to make her grow. Her stomach deflated only for the rest of her to expand and bulk up. Her rear and breasts expand larger and heavier as her arms and thighs thicken with mass and muscle. Growing taller, she surpasses 8 feet, then 9, then 10 by the time her stomach is reduced to a chubby paunch. But it wasn't enough! She wanted more, to be big, to be HUGE! To be as big as Jessica looming over her. Almost biting down on Peter's cock again, Anya was even more aggressive in sucking him off, letting her tongue slither and wrap around his nob and trace over his slit. In just a few minutes she was rewarded with another deluge of cum that flooded her insides and immediately caused her to grow bigger and fatter. Additional arms sprouted from her sides and her face winced as she sprouted additional eyes.

And it still wasn't enough.

Seeing Peter lay on his back, Anya crawled over him and aimed his still erect length between her legs. Bellowing out like some deep throated animal Anya could feel him stretch her pussy to capacity. She could still feel her body swell and grow larger, heavier, bulkier. By now she was half as big as Peter and yet she still wanted more. Tossing her hair with her claws and groping at her massive tits and belly, she moaned out again only to have Jessica shove one of her tits into her mouth, spilling mother's milk down her throat. Not a word was spoken between the trio as Anya continued to grow and change, forming a fat spinnerets above her growing ass cheeks and a pair of fangs from her toothy lips. Reduced to animalistic grunts and moans, she barely acknowledged the four new creatures that joined them on the roof top when Peter growled and fired off another torrent of cum into her pussy and flooding her womb to overflow.

Pulling away from Jessica's tit, Anya crawled off Peter and looked up at Jessica's fanged grin, the two sniffing each other before colliding into a toothy kiss that made them both grunt and moan. She felt so alive, so free. All she wanted to do now was eat and fuck as much as she could, to grow big and powerful... And lay eggs. HUNDREDS of eggs. She could picture the mental images in the others, how they had turned the Kingpin's tower into a nest, crammed with black eggs waiting to hatch. She wanted to contribute to that, to see their new kind grow and flourish.

"Welcome to the pack Anya." Purred a voice in the fat venom creature's mind, pulling her away from the kiss with Jessica to look at the smug grin of MJ looking back at her. "The spiders are united at last."

"And BECOME spiders... So much better this way." Hissed Gwen in everyone's minds.

"And soon there will be MANY of ussss..." Peter's mental proclamation made everyone shiver with anticipation.

"We must celebrate."