Spreading the Web

The private study lounge on the third floor of Midtown University’s library is narrow, boxed in by frosted glass walls that blur the passing students into gray ghosts. Inside, it smells of old carpet and floor wax. Gwen Stacy doesn’t sit in any of the four mismatched chairs. She’s perched on the edge of the oak table, one leg crossed over the other, balancing a thick organic chemistry textbook on her thigh.

Her straight, blonde hair is pulled back by a thin black headband. She’s dressed nicer than you've ever seen her. Instead of her baggy, paint-splattered clothes, she is wearing a fitted white crew-neck sweater tucked into high-waisted dark jeans that hug the long, lean length of her legs. The knit fabric shapes smoothly over the firm slope of her chest and curves tightly into her waist. She looks up the moment the door clicks open, her piercing blue eyes fixing on Peter first.

"Hey, Pete," she says. Her voice is light, but it carries a flat, heavy edge of fatigue. Faint dark circles smudge the skin beneath her lower lashes. Then her gaze slides to you. One blonde eyebrow lifts a fraction of an inch. "And... you brought company."

"Gwen, this is Adam Marcus," Peter says, stepping aside. He’s practically vibrating with nervous energy, his hands twitching near his pockets. "He's in my advanced physics section. Brilliant guy. I figured he could help us knock out the problem sets."

"Hey," you say, keeping your posture loose, your tone easy.

Gwen’s eyes sweep down your frame and back up—quick, clinical, assessing. She gives you a polite, practiced smile that stops short of her eyes. "Hey, Adam. Nice to meet you."

"Likewise."

Peter drops his backpack onto a chair, pats his pockets theatrically, and snaps his fingers. "Crap—I left my water bottle in the car. I'll be right back." He’s already backing out the door, giving you a sharp, barely visible nod. "You guys get started. I'll only be a minute."

The door clicks shut.

Through the frosted glass, Peter’s silhouette shrinks down the corridor and vanishes around the corner. You know he isn’t coming back. Gwen doesn't. She turns back to you to make polite conversation while passing the time, uncrossing her legs, and setting the heavy textbook on the table. "So," she says, tilting her head. "Advanced physics, huh? What's—"

You don’t let her finish the sentence before activating your power.

Thump.

Her mind hits yours like a high-speed collision. It’s the same blistering, superhuman processing speed you found inside Peter—synapses firing in dense, electric cascades that make baseline human thoughts look like molasses. But you’re used to the speed now. You’ve practiced on Spider-Man's brain long enough to ride the current without drowning.

You sink into the torrent and start begin your work.

You grab the deepest roots first: her genuine warmth for Peter, the years of shared trauma, the slow-burn romantic tension. You rip them out. In the empty spaces, you inject a cold, crystalline contempt. Gratitude turns into irritation. Every memory of Peter looking at her in her skin-tight spandex is retrofitted with a sharp, visceral disgust—making his silent admiration feel entirely creepy and uninvited.

You make her decide to tolerate him only because he’s a useful shield. Every memory of him saving her turns into a memory of her manipulating a simp to take a bullet for her.

By the time you reshape her core, a natural sense of cruel amusement bubbles up from her subconscious. She remembers how easily he fell for her smiles, how pathetically grateful he was for crumbs, never even realizing she was pulling his strings. She notes, with a mental sneer, that she didn't have to hug him to get him to risk his life for her on a dozen occasions.

Once you reduce Peter to a pathetic tool, you build a monument to yourself in her mind.

You plant the first seed months ago: a glimpse of your profile across the campus quad in the autumn sun, making her chest tighten. You weave dozens of these phantom moments—passing her in the hall, sitting three rows back in a lecture hall, the sound of your laugh. You make sure you never initiate. In every fake memory, you are detached, polite, and completely out of reach. She remembers you smiling at her exactly once, a memory she now replays obsessively every night.

You lace those sleepless nights with heavy, vivid fantasies of you. Every time she touched herself, it was to memories of you. You make her so consumed by the obsession that she begins using her spider-powers to stalk you through the city, learning your routines, trying to figure out exactly what kind of girl you want so she can become your fantasy, much like you are hers.

Then, you let her find your 'secret.'

You give her the vivid memory of hiding in the shadows of a secluded corridor, watching you meet Peter and Mary Jane. She remembers the sickening spike of jealousy as you slung an arm around the redhead’s waist, pulling her flush against you for a deep, bruising kiss while Peter just stood there, smiling like a dog getting his belly rubbed.

She remembers cornering Peter that night in their warehouse hideout. Under her pressure, he cracked instantly—stammering, pathetic, confessing everything. The cuckold arrangement. The cage. The videos. Gwen’s rewritten mind processes the memory with zero surprise that Peter is a cuck, but with envy mixed with insecurity that you chose Mary Jane over her.

Mary Jane is beautiful, the memory echoes. She is so thick. And her breasts are huge...

While she is stewing in jealousy and anger, Peter confesses he is in love with her. Before Gwen can react with disgust and tell Peter just how pathetic and repulsive she finds him, Peter continues that he wants to watch you fuck her almost as much as he wants to see you breed Mary Jane.

With Gwen stunned in to silence, Peter carries on, admitting that he noticed her stalking you. He knows she wants you too.

He offers a trade: he’ll set it up, but he wants the tapes to jerk off to. Gwen remembers the flash of disgust, but she accepts anyway. You play with her insecurities; force her to acknowledge she can't compete with Mary Jane's proportions. She is going to need Peter's help to get your attention, and if that means accepting humiliation, so be it. You are worth it.

Gwen accepts with only one stipulation: Peter can’t be there the first time. She is—you note with some surprise—a virgin, and she wants her first time to be private.

Peter agreed, but only if you took the photos and videos to hand over later.

You finish the layout, smoothing the edges until the fake timeline locks perfectly into the present. Her current exhaustion isn’t from a superhero patrol; it’s from weeks of agonizing over this meeting. Peter hadn't left to get his water bottle. He had escorted you in, and then left to give the two of you privacy, as per his deal with Gwen. And she hadn't dressed nicely today to show Peter what he was missing out on by marrying Mary Jane. She had dolled herself up for you.

Changes made, you pull back.

Snap.

Time rushes back into the room. Gwen’s blue eyes lock onto yours with absolute, burning clarity. The dark circles under her eyes are still there, but the fatigue has turned into pure, desperate hunger.

Without a word, she slides off the table, dropping straight onto her knees on the thin carpet right in front of you. Her hands reach out, trembling slightly, fingers going straight for your belt.

You catch her wrist. "Not here. I booked a hotel room."

Gwen’s breath hitches. Her eyes widen, a sharp hit of validation rushing through her features. To her, the room means you wanted her enough to prepare. She stands up, her long legs straightening with fluid, athletic grace, and grabs her backpack.

"Where?" she asks, and there's a raw edge to the word. Hunger. Need.

"The Gramercy Motel. Twelve minutes by foot."

"Okay," she says quickly, tucking a stray blonde strand behind her ear. "Yes. Let's go."

You come around the side and place a firm, guiding hand on her lower back, getting to feel her body for the first time. Despite what Gwen believes—what you made her believe—you aren't unhappy with her body. She is just as marvelous as Mary Jane in her own way; more fit and athletic than anyone else you can imagine.

Smiling, you begin walking your new bitch to the motel so you can steal the virginity she had once dreamed of giving to Peter.

---

The room at the Gramercy Motel smells of stale tobacco and cheap bourbon.

A scuffed leather suitcase sits dead-center on the sagging mattress. You flip the brass latches. They pop open with a dry, metallic snap, and the lid falls back against the ticking with a soft thump.

Gwen stands three paces behind you. Her bare feet sink into the thin, stained carpet, her sneakers kicked off the moment the deadbolt slid home. The window is choked by a heavy, light-proof blackout curtain, sealing the two of you in the amber hum of a single bedside lamp.

You reach into the case, hooking a finger under the strap of the garment, and lift it into the dim light. It is lifted straight from a filthy Rule 34 forum you had bookmarked six months ago: a high-cut swimsuit version of Ghost-Spider's suit. It is missing the hood and the mask. The front is has the spider-hero emblem cut out, making room for a boob window, and the back is gone below the shoulder blades.

Despite these changes, the color scheme, the magenta webbing, and the ballistic spandex make the resemblance unmistakable.

Gwen's breath catches. "That's—"

"Peter made this for you," you hold the outfit up. You let the silence drag, watching her cycle through shock, humiliation, and uncertainty. She isn't sure if Peter betrayed her identity, or if he just handed you this fetish outfit based on Ghost-Spider's design without telling you she is Ghost-Spider. Despite all the changes you have made, she still has enough faith in him to think he wouldn't intentionally betray her identity without her permission.

You fix the ambiguity by adding: "Said he’s wanted to see you in it since you two started patrolling together."

Gwen’s fists ball at her sides. Her knuckles turn bone-white, tendons standing out like steel cables beneath her porcelain skin. A tremor rattles her bare shoulders—pure, unadulterated venom.

"That fucking..." Her voice drops into a low, serrated hiss. "I am going to break his jaw the second I see him. He had no right giving away my identity. That was supposed to be—" She chokes off the thought, pulling a ragged breath through her teeth, her blue eyes igniting with a cold, lethal fire. "That creepy little worm."

She is furious; her reaction is volcanic, entirely justified, and aimed squarely at Peter. Your earlier edits are doing the heavy lifting, making her perceive this as a betrayal by a simp she already despises.

"The next time you see him, you're going to thank him. Peter isn't good for much, but he did a fantastic job cutting your suit down to size. Because of his hard work, you are going to be able to take a bit of your old life into your new one."

Gwen blinks. The rage stalls out.

You watch the exact micro-second realization hits her that Peter hadn't woven this himself from scratch, or bought it from a fetish-store. That this is her actual spidersuit, the one she had defended the city in for years and was an irreplaceable part of her identity, butchered into a perverted parody of itself.

"What are you—" Her tone shifts. The fury thins, hardening into something cold and analytical. Suspicion.

You don't give her brain the microseconds it needs to finish connecting the dots.

Thump.

You slide into her mind and drag her present fury backward, planting it weeks into the past.

Memory-Gwen slams Peter against a reinforced concrete pillar. The impact echoes off the low ceiling. His shoes lift an inch off the floor, her fingers bunching into the collar of his jacket until the fabric groans. Her blue eyes are wide, dilated, burning with the exact venom she felt two minutes ago in the motel.

"You told him," she hisses, her voice vibrating with a lethal, controlled fury. "You actually told him. My identity. My mask. You had no right."

Memory-Peter doesn't cower. There is no stutter, no pathetic whimpering. His face is flat, washed in the harsh fluorescent glare of the tunnel. He meets her gaze with blunt, unvarnished logic.

"I had to, Gwen."

"I'm going to break your jaw," she snarls.

"Go ahead. Break it." Peter doesn't blink. "It won't change anything. I tried everything else to get Adam interested in you. I dropped hints. I brought you up in conversation. I set up the study session. He didn't look twice at you. This was the only thing I could think of."

As memory-Peter is speaking, you are working other memories—memories of her looking at herself in the mirror. Wherever you find such a memory, you strip away her pride in her lean, athletic frame—her dancer’s legs, her tight core—and force her mind to hyper-fixate on what she lacks. You make her stare at her chest and see a board. A boy. See how unremarkable she is next to Mary Jane’s voluptuous perfection.

By the time memory-Peter delivers his cold, clinical verdict—telling her straight to her face that she is too flat and fundamentally unalluring to catch your eye on her own, that she is going to have to offer something extraordinary—she doesn't scream.

Her self-worth is so hollowed out that she agrees with him. She asks what she has to do.

Memory-Gwen's hands loosen on his jacket. Her fingers slide down the fabric, dropping limply to her sides. Her voice is barely a breath.

"What... what do I have to do?"

"You can't match Mary Jane's body," Peter says, his tone pragmatic, almost bored. "She's built like a pin-up. But you're flexible. You're acrobatic. Did you ever work a stripper pole before?"

Gwen’s throat tightens in the memory. A flicker of defensive pride tries to spark, but you stomp it flat. "No."

Peter lets out a sharp, disappointed breath, shaking his head. "Figures. What about dance? Did you ever take classes?"

"Modern," she whispers, the word tasting like dirt. "In high school."

"Close enough. It means you know how to move. It means you can do a striptease." Peter reaches into his backpack and pulls out a pair of heavy-duty shears. He lays them on a concrete crate between them. "Ghost-Spider stripping off her suit for him. That's something I can work with. If you're up for it."

Memory-Gwen stares at the shears. She stares at her own reflection in the dark glass of a conduit pipe, measuring her narrow hips, her small breasts, the total inadequacy of her naked form against the memory of Mary Jane's curves.

And then, she nods.

Snap.

Gwen’s mouth finishes its half-open syllable, the tension snapping instantly from her face. The cold, analytical suspicion vanishes. Her blue eyes soften, and a heavy, dark flush crawls up her neck, staining her pale skin. "I'll go get changed," she says.

You hand her the mutilated spandex.

Her fingers brush yours, trembling slightly. She takes the bundle without a word, turning on bare heels and retreating into the cramped, lime-green-tiled bathroom. The hollow click of the wooden door sliding into its frame sounds sharp in the quiet room.

You sit on the edge of the sagging mattress, the springs groaning under your weight. The amber glow of the bedside lamp catches the scuffed leather of your suitcase. You pull your phone from your pocket, thumbing open a music app. You skip past the upbeat tracks, scrolling until you find something slow, heavy, and rhythmic—a dark, pulsing bassline that thrums against the cheap walls. You tap the screen, setting the volume low enough to hug the room without bleeding into the hallway.

A minute passes.

The bathroom door clicks open.

Gwen steps back out into the amber light, and you feast your eyes on her form.

Without the baggy sweaters and heavy layers, her lethal, athletic beauty is obvious. The high-cut spandex swallows her hips, hiking the magenta-webbed lines high up her thighs and carving out the long, lean curve of her legs. The bold magenta piping and ballistic weave hug her torso like a second skin, while the boob window forces her small, firm breasts together, pushing them outward and spilling deep, vulnerable cleavage into the open air.

"Well?" She asks. "How do I look?"

"Like a decent piece of ass," you say flatly, pulling up the camera app on your phone. "Decent. Not great. You're not nearly as hot as Mary Jane, but maybe you can make up for that." You lean back against the headboard and raise the phone to frame her in the camera's lens.

The music thickens and Gwen takes the hint. Her eyes close for a single heartbeat, she swallows hard, and then she begins to move.

Despite her lack of recent experience, her movements aren't the clumsy swaying of an amateur; her superhuman coordination combines with her past experiences in modern dance to put on a fantastic performance. She arches her back, her hands sliding up her thighs, tracing the magenta webbing over her hips and drawing attention to the narrowness of her waist. She spins slowly, the back of the suit vanishing into shadow before she pivots back to face you, her blue eyes dark, wide, and fixed entirely on your face.

She dips low, her knees bending as she sinks toward the carpet, her small breasts swaying slightly within the gaping window of the chest. Every motion is deliberate, calculated to display every inch of her fit, exposed body to the lens of your phone.

You keep the camera rolling, your thumb steady on the screen as she rises back up, her breath coming in ragged, shallow puffs.

Then, she does something you don't script.

Instead of stepping back to complete the circle, she closes the distance distance between you. She straddles your thighs, her knees pressing into the mattress on either side of your hips, her full weight settling squarely onto your lap.

The breath leaves your lungs in a sharp rush as the high-cut spandex presses hot and firm against your groin.

Gwen’s hands come down flat on your shoulders, her fingers gripping your shirt with desperate, white-knuckled strength. She doesn't wait for permission. She begins to grind down against you, a slow, rhythmic roll of her hips that locks your focus entirely onto the friction between your bodies.

Her lips crash against yours—hot, bruising, and desperate. There is no hesitation in the kiss, only the raw, frantic need. Her tongue pushes past your teeth, tasting of cheap mint.

You drop the phone. It lands face-up on the sagging mattress, the camera lens still angled upward, framing the amber glow of the lamp and the dark silhouette of your bodies locked together.

With your hands free, they slide down the smooth curve of her back, dropping lower until it cups the solid, tight roundness of her backside through the ballistic spandex. You squeeze hard, your fingers sinking into the firm muscle. It is everything you imagined it would be while jerking off to over paused panels of Ghost-Spider swinging across the city—taut, athletic, and entirely at your mercy.

You break the kiss, your voice dropping to a gravelly low against her ear. "Bold."

You pull your hand back just enough and bring it down across her left cheek. Crack. The sharp sound echoes off the motel walls. Gwen gasps into the space between your mouths, her hips stuttering mid-roll, a violent shudder of humiliation and pleasure rolling straight down her spine.

"Very bold," you murmur.

Before she can recover, you hook the index finger of your other hand under the high-cut magenta seam of her suit, hauling the stretchy fabric aside.

Gwen goes completely rigid. The rhythmic grind of her hips halts instantly. Her breath hitches in her throat, catching on a high, breathless squeak as your finger presses directly against her.

The heat is staggering. She is sopping wet, slickness coating your finger before you even push inward.

"Maybe not that bold," you observe, your thumb brushing against her sensitive folds while she freezes above you, trembling like a wire pulled too tight.

"Adam—"

Her hands find your shoulders, gripping hard. For a single, terrifying second, you feel the coiled, latent physics of a superhero beneath your palms—the dense muscle and restrained power capable of snapping a steel pipe like a twig. She could crush your collarbone without a second thought.

Instead, her fingernails dig into your shirt with a desperate, pathetic human need.

"I've never—please be—"

"I know," you say.

You reach below her, sliding your hand between your bodies to yank down your zipper and fish your hard, throbbing cock free. You line yourself up, pressing the head against her soaking heat. You don't offer false reassurances. You don't tell her you'll be gentle.

You won't be.

Her hips twitch, a micro-movement of pure instinct as the blunt head of your cock finds its mark, parting her slick folds with a warm, heavy slide.

You don't wait for her to adjust. You don't give her a moment to catch her breath or brace her spine. Your hands lock onto her narrow waist, fingers digging deep into the soft flesh above her hips, and you drive upward in one fluid, uncompromising thrust.

Gwen gasps—a high, sharp sound that breaks off against your collarbone as she is swallowed whole.

The heat inside her is blistering, clamping around you like a wet fist. Her spine arches into a sharp, involuntary bow, the stretched ballistic spandex of the modified suit groaning under the sudden strain. For a fraction of a second, the latent super-strength in her frame ripples beneath your fingers; her heels dig into the mattress, her toes curling so hard the joints pop. The bedsprings shriek against the floorboards, protesting the violent physics of a girl built to catch falling steel and stop speeding cars, now entirely pinned beneath your weight.

"Adam," she breathes, the word a shattered, trembling syllable against your neck.

You don't answer. You pull her hips down onto you and drive up again, harder this time, the wet friction filling the small, amber-lit room with a rhythmic, slapping cadence that echoes off the wall.

You keep your eyes open, watching the way her face slackens and tightens in the dim light of the bedside lamp.

Her blonde hair is splayed across your shoulders and chest in damp, tangled strands. Every stroke pulls a fresh, ragged gasp from her throat, a breathless cadence of absolute surrender.

You use her the way you built her to be used—not as an equal partner, not as a superhero, but as an athletic, submissive plaything. You reach down, your hand sliding up from her hip to grab a fistful of her hair, yanking her head back so she has to look you in the eye.

Her blue eyes are wide, dilated, swimming with tears she refuses to let fall. Her lips are parted, her breath coming in shallow, hyperventilating hitches.

"Look at me," you order, your voice rough, cutting easily through the low, pulsing bassline still vibrating from your phone on the sheets.

"I am," she whimpers, her voice trembling with a terrifying mix of agony and ecstasy. "I'm looking. I'm right here."

"You're a second choice," you tell her, your hips slamming upward in a relentless, punishing rhythm that rattles her teeth. "Mary Jane is back at the studio, heavy and warm and probably pregnant with my kid. And you're just the backup I took because Peter begged me to."

You don't leave her reaction up to chance.

Thump.

Euphoria. Gratitude.

Snap.

You know it works because, her muscles clench around you so tightly it makes your vision swim for a heartbeat. Gwen leans into your insults, her hips stuttering in a frantic, uncoordinated attempt to match your pace, desperate to prove she can earn a fraction of the praise you poured over the redhead.

"Thank you," she sobs, a pathetic, high-pitched whine breaking from her chest. "Thank you, thank you for using me—please, Adam—use me—"

You let go of her hair and drive your hands down to grip the high-cut magenta hips of the suit, hauling her up and slamming her down onto you with brutal, unyielding force. The room becomes a blur of sweat-slick skin, the metallic tang of copper and the stale bourbon smell of the motel mixing in the heavy air.

Her breathing turns into a frantic, reedy whistle. Her body begins to tremble from head to toe, the superhuman nervous system threatening to short-circuit under the sheer volume of sensory input. Her inner walls pulse, a rapid, fluttering contraction that signals the jagged edge of an approaching climax.

"Adam—I'm—I'm going to—"

Her voice fractures into a wordless cry. Her back arches so violently her shoulders lift off the mattress, her heels drumming a frantic tattoo against the stained carpet as her orgasm rips through her. Her internal muscles clamp down on you with a vice-like grip, milking every inch of your length while she shivers uncontrollably, her face pressed into the crook of your neck, soaking your skin with hot, silent tears.

You ride out the violent tremors of her climax, your own momentum building toward the edge. The friction is deafening, your breath coming in harsh, ragged pulls as the heat inside her threatens to push you over.

Every instinct screams to finish it deep inside her—to plant your seed just like you did with Mary Jane, sealing her fate alongside the redhead's as another permanent fixture of your breeding stable. You don't think her dad, Police Commissioner George Stacey, will appreciate that, however.

With a sharp, violent wrench of self-control, you slide your hands beneath her shoulders, flipping her onto her back before she can process the change. The mattress groans under the shift in weight. You straddle her torso, your knees pressing into the thin carpet on either side of her ribs, your rigid cock jutting forward just inches from her face.

You grab the base, your hand pumping fast and hard as you stroke the remaining distance to the edge. Gwen watches your hand with wide, worshipful eyes, her breathing hitching all over again at the sight of your dick, her pupils blown wide in the dim amber light.

"Open your mouth," you grunt. "Tongue out."

Her jaw drops instantly. Her tongue extends—pink, wet, and trembling. She holds it flat, waiting, offering herself up with total, unquestioning obedience.

The orgasm tears through you with a guttural groan.

The first thick, white rope fires directly across her left cheek, catching the bridge of her nose and streaking diagonally toward her temple. The second lands heavy on her extended tongue, pooling in the center before overflowing past her lower lip. The third and fourth paint her chin and throat, sliding down to pool in the hollow of her clavicle.

Gwen doesn't flinch. She doesn't close her eyes. She holds perfectly still as you mark her—each hot impact making her breath hitch, her chest rising and falling beneath the ruined spandex. A final, weaker pulse lands directly on the wide boob window of her costume; a final, permanent desecration of the memory of Ghost-Spider.

You milk the last drops onto her parted lips, dragging the slick head of your cock across her lower lip, smearing the remnants into her skin.

She closes her mouth, swallows what landed on her tongue with a visible, eager gulp, and then looks up at you through the mess. Mascara-free tears are still drying on her cheeks, and your cum is streaked across her face and throat like war paint.

"Thank you," she whispers. Her voice is barely a rasp.

She reaches up with one trembling hand, running her fingertip through the thick streak on her cheek. She holds it up to show you the consistency, then slides her finger between her lips and sucks it clean with a soft pop.

"Is this—did I do good?"

The question comes out small. Desperate for validation. Begging to be told she measures up to Mary Jane.

You look down at her—New York's costumed heroine, lying beneath you in the torn remnants of her uniform, coated in your seed—and feel the familiar, intoxicating surge of dark triumph settle into your bones like warm liquor.

"You tell me," you say.

And you activate your power one last time.

If the image links break, see: https://civitai.red/posts/29593374