Mary Jane and Doc

Peter woke from his pleasant lull in the meeting, the tingle in the back of his mind as sharp as it had ever been. A threat? Here? In the middle of the Avengers' latest multi-billion-dollar extravaganza of a bunker?

He might have panicked, except his spider-sense had been triggering like crazy lately for no good reason. At first, he thought it was some vague threat to the city, something someone else was dealing with, but no one was checking in with anything weirder than the Blob losing a couple hundred pounds on a keto diet. Rumor had it he was going straight as the face of a new brand of diet soda.

But apart from that oddity, most the city's villains apparently were taking five from the world-ending events. Even they must have been getting tired of the one-upsmanship of the world's biggest bads. As far as the superhero life went, things were surprisingly normal, and maybe that's what worried Peter the most.

"...so that's the report from Blue Marvel," Cap droned on. "Up next, Firestar and Swordsman have a presentation for all of us on workplace safety tips." Everyone groaned, and Cap raised his hands. "Hey now, safety is as important-"

Noh-Varr leaned over and punched Peter's arm. "Hey," he whispered. "You awake?"

"Yeah." Peter glanced around and rubbed the back of his head. "Sorry. Just... have a weird feeling something's wrong, that's all."

"I got a bead on some pimps up in Manhattan. Want to go beat the hell out of some kid peddlers when we're done here?"

"Sure. Be the highlight of my week."

Most of Peter's fellow Avengers around the ginormous wood table looked as bored as he'd been just moments ago. He eased back in his chair, troubled, but unable to finger the source. But at least now he had some action to look forward to. Should he check in with Mary Jane before then?

Nah, he decided. She knew he needed some action. Hell, she was probably grateful for a break from him anyways.

* * *

Maybe he should have.

Peter's girlfriend sat back on her heels. Apart from the tiny string of her panties sliding down through the crack of her ass and up between her puffy pink folds, the shoes were the only thing she was wearing. Her delicious bubble butt splayed out on her calves, giving the floating drones one hell of a view. There was nothing sinister about them. The good doctor was simply using them to create a perfect 3D image so they could both relive this memory over and over and over again in his high-tech VR goggles later.

The busty redhead swallowed Octavius's meat, her eyes closed in pleased rapture as she held him deep, breathing through her nose. Mary Jane came up off him an impressive amount of time later, gasping as a droplet of drool hung from the corner of her mouth.

She wiped it away with the back of her hand and rested his cock against her lips, staring up at him. "I've missed this," she murmured.

"Doing this with me? Or just having a cock in your mouth in general?" Doc Ock asked, reaching down to stroke Mary Jane's cheek as he sneered at her. The expression would have pissed her off a year ago. Now, it made her want him even more.

His new body wasn't anything spectacular. Not even amazing. It was ordinary in every way. Octavius's cock was average. His muscles were there, under the surface, but already he was giving way to a little bit of softness in the midsection. At least he listened to Mary Jane about the awful haircuts, and now he wore it brutally short and chopped. It gave him sort of a wild feel, like the villain he used to be.

But - and this couldn't be stressed enough - the body was young. The twenty-one year old had been the unfortunate victim of an errant mental blast from some villain or another - or at least, that was the story the X-Men's PR department was telling people, rather than the truth that Psylocke had gotten drunk, ended up in a college gangbang, and accidentally blew the fuses in the kid's mind when she fucked him to his third orgasm of the night. Octavius picked the young man because he had no close family, and his coma was expected to last the rest of his life.

Now, Doc could go. And go. And go. And go. This blowjob was just the preliminaries. Her appetizer before the main courses. And that wasn't even getting to the doc's best feature - his mind.

Well, okay, his mind - and his toys.

"You know I mean you," Mary Jane said. "You cocky jerk."

"You love this cocky jerk," he said, flexing his cock against her lips.

Mary Jane kissed his tip and grinned. "I really do."

Her mouth opened wide, her pretty pink lips wrapping around his rim as she stared up at him, swallowing only Octavius's first inch or two and sucking it fast and hard. However many times he fucked her face, Octavius never tired of coming on it. It was her best feature, even better than the ballooning tits or her shapely ass.

He loved the way she hungered for his dick in any of her holes. Never had he taken a woman in the ass before until Mary Jane begged him for it when he was in Parker's body. The lewdness of her desires shocked him so much he revealed who his true self really was, but she had known all along. Ever since he flipped her over onto her hands and knees their first night together and fucked her like a panting dog, Mary Jane knew. Peter, apparently, liked her in about two positions, and that was it for the choir boy. Octavius was, on the other hand, a man of devious tastes and wild fantasies, and Mary Jane yearned to enact all of them together with her own wicked desires. In her, he found a profound soulmate, someone struggling to be good when she was really bad. In him, she found the hero she actually wanted, a villain on the surface who desperately wanted to be good. And in each other's bodies, they found the happy medium, a safe place for their debaucheries to meet and mingle.

She devoured him again, her big beautiful eyes flicking up to meet his own as she swallowed inch after inch of him deep down until he hit the back of her throat. How he loved her like this, her beautiful face so lewdly used and debased. Her makeup was, as always, precise and expertly done, and in mere minutes, if he had his way - and he would - Octavius would see it smeared and dripping down her face along with his own juices.

Perfection made even more sexy by the imperfections.

"I want you to think on something before lust overwhelms your mind."

Mary Jane slid off him with a wet slurp. "You really are cocky today."

Octavius smiled but it was distracted. "I want you to leave him."

Her eyes widened, and without responding, she sucked his first inch down again, her long tongue playful and quick against his tip.

"Move away with me. California, perhaps. With your acting career blossoming again, you could have a new life there. And my work can continue with the help of Silicon Valley. We are this close to a realistic, cost-effective transdimensional mining operation that could-"

She came off him again, and gripped his cock with one delicate hand, jacking him quickly. "Octavius?"

"Yes?"

"Shut up and enjoy the blowjob." She sucked him again quickly, just his mushroomed tip, and popped off him immediately again. "Besides, I already left him a letter."

"A... letter?"

She blinked up at him slowly, smiling. "Maybe I had the same thought as you. And even if you said no... well, we were done."

Octavius groaned with pleasure, both physical and emotional, and she snickered softly before he rubbed his cock against her lips again. This time, Mary Jane's eyes focused on the task at hand, and she began to jack him quickly as she sucked and slurped his first inch or two, hurrying to make him come. The way she rocked back and forth on her heels let him know she was pleased doo, and it wasn't long before her free hand snaked down to her flimsy g-string and her naked sex around it. She pulled the material tight at first, then slipped her hand down under the fabric, playing with her sex as her lips bobbed back and forth along Octavius's dick.

"Is my sexy redheaded slut wet for me?" he asked. She looked up at him again and sucked him deeper, his cock making an obscene bulge against her cheek. He gripped her hair and swept it away from her face, jutting his cock deeper on her next bob, hitting her tonsils. "Wait until you see what I have in store for you, Mary Jane. A good cocksucker like you deserves a reward. And you'll get so many of them."

"Essss," she hissed around his prick, and sucked him harder still, her face working fast back and forth. Her fingers against her sex made soft wet squishing noises, sounds that were picked up wonderfully by the drones floating all around them. He wanted so badly to take her now, to flood that warm, wet cunt with this young body's seed. She made Parker fuck her with a condom. With Octavius, he demanded she take a contraceptive injection of his own design so he could feel her depths and fill her with his seed. Nanites within her body kept her from having children so long as the both of them decided they didn't want the interruptions in their personal lives. But if Mary Jane decided she wanted to have children, with the use of a secure app, she could flush the nanite chemicals from her body within an hour - or reverse the process, and increase her fertility and sex drive.

Octavius had come up with the nanites when he was in Parker's body, and tested it out on a willing Susan Storm, who believed him to be the real Peter Parker. She wanted another child with Reed Richards - why, Otto wasn't sure, since he would have been more than willing to supply the busty blonde mother with another baby, a far superior specimen than anything Reed could have given her. But that was Susan's choice, and he abided by it. After testing the contraceptive chemicals to his satisfaction, he reversed her nanites, and got a phone call within four hours begging him to turn the nanites off. Apparently they'd made her so horny she fucked Reed Richards and Namor until their cocks could take no more, and was now riding Benjamin Grimm's thumb after he coated it in a cyberskin spray he used for his hookups. As she was cresting her seventh - seventh! - orgasm of the day, Octavius rushed over, and after allowing himself the use of her prodigious tits, helped free her from the nanite chemicals.

He expected Susan to be less willing to participate in the second round of trials after that, but oddly enough, she jumped at the chance, slobbering on Octavius's cock while Mary Jane fingered herself on the couch, watching the pair of them rut like mad animals - and that was before he'd even administered the second shot.

Now Octavius had the formula worked out, and Mary Jane was protected from pregnancy. Sadly, one could not experience the enhanced sexual drive and the contraceptive chemicals at the same time, but the bombshell redhead's natural hunger was plenty enough for the both of them.

The busty redhead's saliva bathed him in warm wetness as she fingered herself hard. One of the drones whirred in close and she gave it a glance and a wink with his cock edging her throat. Every time they reviewed the VR footage in the years that followed, it was that moment where Octavius usually came again. It was absolute perfection, his slutty big-titted actress girlfriend, still technically with Peter, with a mouthful of his cock - and loving it. He gripped her hair tighter and began to thrust his hips back and forth, taking her mouth. His moans of pleasure elicited a matching one from Mary Jane too, and she whimpered as he drove his cock back and forth into her mouth.

Now that he had control, she shifted positions while still swallowing half his meat, getting on all fours and sticking out her round, delicious ass for the cameras. With an even better view of her impossibly trim waist and flared ass, Octavius knew it wasn't going to be long before he burst. He tapped the top of her head, and Mary Jane looked up at him, grinning. He pounded her face a few more times, his balls slapping against her chin, and finally Octavius grunted, "Taste it, slut."

Before her, he would have never called a woman by such a foul name. But Mary Jane woke something in him and taught him her love of dirty talk, something she sorely missed with Parker, whose soft exclamations of love in the bedroom had once excited the redhead, but now bored her to tears.

Mary Jane opened wide as his come rocketed out of him and down her throat. She swallowed and swallowed and swallowed, the drones again doing an excellent job of catching both her magnificent lips gleaming with spittle and the few dabs of come that leaked their way out as well as her neck muscles working to swallow every bit of him down.

When Octavius was spent, she leaned back and wiped her lips with one delicate finger before sucking it down. "Mm. New formula?"

"Like it?"

"I could eat gallons of you."

He grinned as he guided her to her feet and gave her a gentle kiss, the only gentle thing he'd do to her that day. "Good. It's going to market in a few weeks. Gustavo is projecting half a billion dollars in profit in the first two months alone."

"I can see why," she murmured as he pushed her back towards the expensive couch. Everything in the place was pricey. Gifts from his worldwide investor allies, who in just a few short months he'd made some of the richest men to have ever lived. The building they were in used to be a warehouse, but some hipster converted it to a massive living space. Octavius liked both its spaciousness - it helped to have his own workspace even at home - and the creature comforts it provided. It would be a nice place for them to crash should they feel the need to come back to New York City.

Octavius seated Mary Jane and knelt between her legs to taste the sweet folds he dreamed about every night. After he tore away her flimsy undergarment, his tongue slid from her base to her clit, and he sighed contentedly before diving in with more enthusiasm. She spread her long legs wide for him and the cameras, and tossed back her red hair.

"I'm worried for him, though. Leaving him behind like this."

Octavius snorted against her lips. "Now? You want to have this conversation now?"

"I'm serious."

He glanced up at her. "Parker is no longer the boy against the world. He has allies. And besides, Felicia will be at his apartment in hours after she finds out you've dumped him."

"Silk too, probably."

Octavius thought about that and smacked his lips. "To be that boy again for a night..."

Mary Jane bopped the top of his head. "I'm the one for you now. Though I don't mind a few treats."

He grinned up at her and gave her a playful lick. "Good. And as for Parker's rogues' gallery, I have seen to it most of his major players will be more... reticent to resort to a life of crime again."

"What do you mean?" Mary Jane asked, intrigued.

"The nanites gave me another idea. That, and the pandering science fiction movie you made me sit through."

"Wait. Demolition Man inspired you?" she asked, giggling.

Octavius rolled his eyes. "Yes. All right? In any case, I cannot stop all the world's crime. I am not a god."

"Well, maybe in bed."

"In any case, I have secured safety for your boyfriend and the world at large. The Venom symbiote has been genetically modified to infect and effectively depower anyone who may be immune to the nanites. Reed and Victor have begun working together to insure Earth's defenses against the biggest intergalactic threats, a pairing I have no doubt will result in centuries of blessed peace."

"Octavius... did you..." She gasped. "You saved the world."

"No," he said reproachfully. "I just wanted to fuck my girlfriend in peace without some time-traveling monstrosity threatening to destroy my cottage in France or the villa in Mexico every other week. And besides the fact that I am fucking his girlfriend silly, I... respect Parker."

"You are in serious danger of making a girl fall in love with you," Mary Jane said. "Come here, you."

He rose up, and she kissed him again with a hunger that didn't match the tears forming in the corners of her eyes. He didn't like to see her cry, and so he placed one foot upon the couch and presented his flaccid cock for her to kiss and suck once more.

"Payment for services rendered," she said as she gave his tip another smooch.

He settled between her legs again. Mary Jane Watson's pussy was a thing of gleaming beauty. Her lips weren't symmetrical, leaving it looking something like a crooked smile. And she was so wet and responsive to his every touch. Their first night together when he was still in Parker's form, neither of them slept, and by the end of it, he was sorer and number than she was. Mary Jane was a marvelous testament to her sex, rivaled only by his long-gone wife.

He spread her wide now with two fingers on each hand, giving the drones hovering around his shoulders an excellent view of her depths. She reached down and slid a finger of her own along her glistening core before bringing it back up and sucking on the digit for the sake of the cameras. Octavius wasted no more time, and leaned in to thrash the redhead's pussy with his tongue, his nose pressed against her soft mound and the thin line of well-trimmed red hair pointing the way for his tongue, his mouth, his fingers... his cock.

She tasted sweeter and creamier than anyone else, thanks again to his formulas. Someday Octavius wanted to experiment with those big bouncing breasts, maybe to see if she could produce cream without sag and deflation. The thought excited him, and he lapped at Mary Jane's folds with a doubled intensity, his hands sliding up to those swells. She gripped his hands and guided him where she wanted him, her ever-sensitive nipples. Once, after Peter swung off to fight some superpowered chump or another, Octavius took her to her once-marital bed and sucked her nipples until Mary Jane came, all without him having even touched her pussy. They'd fucked like wild animals on Peter's side of the bed after that, Mary Jane riding him hard until she gushed all over his cock two more times.

Now his thumbs circled her big nipples as he began to suck and flick her clit in earnest. Her big pink button gleamed with her need and his own saliva, and he delighted in its response, almost like a heartbeat of its own as it pulsed with the redhead's desire. There were no inches on this Earth Octavius loved more than those of Mary Jane's rich wet slit, and most of all, he loved that button. Within minutes, she was humping up at his face, nakedly wanton.

"Oh fuck, Otto, like that, keep licking my pussy like that!" she yelled. She hadn't been so vulgar when he took over Peter's body, so used to her boyfriend's lack of sexual rambunctiousness. Now she let loose with the dirtiest talk he'd ever heard from a woman, all the more to his - and the drones' - benefit. He grew hard at her words, ready to go again when she'd come.

"Eat my pussy. I'm such a slut for you. Such a cheating slut. You do things to me Pete... Peter never c-could," she gasped. "Oh my fucking God, that tongue, mmm, yessssss!" She lunged forward and immediately flopped backward, one foot kicking up like a dancer. She gushed when she came, her thick, sweet juices trailing down her length, across her bud, and onto the couch and her thighs. He licked it all up with a ravenous hunger, then sprang to his feet, amazed as always at how lithe and energetic he felt in these younger bodies.

His lips shot to hers, her juices still wet on his face. She kissed him with a moan as he pressed his cockhead against her mound, so achingly hard again. "You're going to love the changes I made," he murmured against her, dragging his cock down to her wet, quivering slit. He didn't push into Mary Jane, not yet, but simply slid his cock up and down, enjoying the feel of her lips on his, knowing that she was still so wildly sensitive to his touch.

"Y-yeah?" she gasped, wrapping her hands around his neck and kissing his cheek, his chin, his jaw.

"I've designed a new skin. It's somewhere between human and... well, you'll find out." He slid his hands under her ass and positioned her so the redhead was resting back against the cushions, her long red tresses falling everywhere in messy waves that made his cock throb. He leaned down and sucked one of her big nipples into his mouth, then the other, slurping on them fast before returning to her lips again. "You're mine now."

"Yours," Mary Jane agreed fervently, arching her back and trying to get his cock inside her.

He teased her still, and snapped his fingers three times. A vibranium wardrobe opened up in a corner, and his tentacle suit strode out of its own accord. She paid it no mind, her eyes locked solely on Octavius as he reached down and fingered her sloppy cunt.

"No one but me ever fucks this pussy again unless I say so," he said, burying his lips against her neck.

"Yesss!" she cried out. "Your pussy! Your cunt! I'm your slut, Otto!"

The suit reached him, and the harness's straps slid around his bare-naked frame as Mary Jane kicked up at the air, her high heels as sharp as daggers. As the suit linked up to the control chips implanted in his body and connected to his mental command, he stripped the shoes off her, tossing the four hundred-dollar stilettos away and kissing the balls of her delicate feet. The tentacles came online, and immediately he felt more at home, powerful and in control.

His fingers plunged in and out of her and her eyes finally opened. Mary Jane gasped at the once sleek metal tentacles wavering in the air all around him. "Oh my God."

The tentacles were now covered in a skin that no one would ever think of as being human, largely because of the bulging blue lengths at the end shaped very much like phalluses. They weren't designed to feel real either. He wanted that specifically for his own honorific, vain though it might be. They were, however, veined and ridged in such a way that he hoped they maximized her pleasure.

"Still metal underneath, I'm afraid," he said. He brought one of them to her lips, and she opened wide for it instinctively. The tip glistened with an edible lubricant, based on the same compounds he'd used on his own genitalia to change his come's flavor.

She sucked the first few inches and pulled away, stroking it. "Oh, that's clever," she said.

"Stopping to lube up every few minutes was the fly in the ointment with the old design," Octavius said, thrusting his fingers in and out of her wetness one last time. "And there's another secret to the formula as well. But I'll save that for later."

The tentacles coiled around her body, looping around her waist, her arms, her shoulders, her hips and her legs. Her lips parted as one of them teased her asshole and two more flicked across her nipples. He intentionally kept two of the tentacles coiled behind his back, but used the rest to lift her up and support her in midair while he lined up his cock. Her wavy hair flowed down towards the ground, her eyes narrowed in anticipation of the peaks ahead of her. The tentacles pulled her legs wide, and she cooed at him as he slid into her, both of them moaning with pleasure. Octavius liked it best this way, his first time in the gorgeous model's pussy with his own dick before they got to the part she really loved. Sometimes he changed things up to keep things intense and new for Mary Jane, but today he was too excited about the thought of a new life with her to not take her for himself first.

"All this time," he said, standing perfectly still as the tentacles pushed her body towards his, then pulled her back again, "and Parker never once suspected you became my dirty cock slut."

"Yesss," she hissed. Once, talking about Parker like this while they fucked embarrassed her, made her cry afterwards, but her body always told a wildly different story and she never, not once, told or hinted he should stop. Mary Jane got off on the guilt of loving another man's dick more than her man's.

"Now he'll know how much you want this. Me fucking you senseless. Taking your ass while he was sleeping in your bed. Fucking you up on your roof where anyone could see."

"Oh God!" the redhead yelped as the tentacles drove her hard against his cock with a wet squelch.

"Making you feel things he never could."

"Mmm, yess, fuck me harder, come on, fuck me harder!"

The tentacles bounced the redhead harder against him, making her tits bounce. Two of his tentacles wrapped around and teased her nipples against, slapping against the flesh, roping around the whole of her breasts and squeezing and relaxing. Mary Jane loved that and arched her back - or would have, if she wasn't completely immobilized, save for the wild swings of her neck as the pleasure hammered her with every thrust, every squeeze.

"Fuck, Mary Jane, I love how tight your pussy is," Octavius growled.

"Yessss! My tight pussy! All yours!"

Her face contorted with her lust. "Am I better than he was?"

"Yes! You know you are! So! Much! Better!" she wailed, her pussy squelching around his cock as the tentacles continued massaging every pleasure center of her skin. One tiny headed one slid around her waist and brushed her clit, leaking its slick fluids all over her. Another teased her asshole, sliding up and down her cleft, giving her light little brushes around her delicate ring. The ones at her breasts kept up their pleasurable assault, and another pair stroked the backs of her thighs all the way down to the soft vee of her knees. She loved that, went wild for it, and her mouth opened wide in silent pleasure as she started to come on his prick.

But Octavius wasn't done. Far, far from it.

Octavius pulled Mary Jane upright with the tentacles until she was riding his dick in a standing poition. She mashed her lips to his, keening her need into his mouth as the tentacle at her ass began to leak copious amounts of lube, getting her ready. The tentacles humped her up and down on him at a mad, frantic pace, her nipples pressed against Octavius's bare chest. He caught her bottom lip between both of his and sucked it into his mouth. Her lips were so soft, so warm. Their tongues swirled together, and he gripped her ass with his real hands,

Mary Jane thought he was going to fuck her ass with one of the tentacles, but instead, he used them to spin her around so her backside was to his prick. The tentacle did slide into her ass far enough to squirt more lube inside her, but Octavius wanted his prick to plunge into her depths first. He rubbed his cock up against her bud, and said into her ear, "My dirty cheating redheaded slut."

"YES!" she shouted as his cock slid into her ass.

Octavius had fucked Mary Jane in the ass often enough at that point that he knew he could plunge nearly his whole length into her with the right preparation. The tentacles drove her ass back against his cock as she tossed her head back and forth. He caught her neck with his lips, nipping her playfully before sucking the warm flesh. This time, instead of letting the tentacles do all the work, he met their backwards pull of her body with his own thrusts. Mary Jane was wild for anal sex, and he discovered, with her passion, his own fondness for giving it to her. It was both their favorite way for him to come, though she did give a world-class blowjob.

He used the tentacles to bend her over and really started pounding her ass. "You want to go back to him? Peter and his missionary pump and squirt?"

"No!" she gasped.

"You want to sit around at night, bored and lonely? You want to get yourself off with those little flimsy toys of yours?"

"No! I want youuuuu!"

He squeezed her ass. "Good. Because I'm addicted to this ass. Your pussy. Your hot hungry mouth. You're mine."

"YOURS!" she shouted as his cock pounded her ass again and again and again.

The tentacle playing with her clit slid down to her entrance, and she stiffened against him, her eyes going wide. The head probed inside her, squirting lubricant, and she reflexively tried to pull away from Octavius, the pleasure almost immediately overwhelming.

"Mmm, gah, mmmmmm, shit, so good, so good, so GOOD!"

The tentacle slid into her an inch, two, three. It was so much bigger than Otto. Huge, in fact. He'd made upgrades to all of the tips, and now the tentacles were so big they'd have trouble fitting inside his redheaded whore. It was not a flaw but a design feature. Octavius grinned to himself as the first six inches of the tentacle began to whirl slowly and vibrate in errant pulses. He could feel it through the thin walls of her ass.

Mary Jane's throat worked and she struggled to take a breath. Good thing for her mouth was open, because another tentacle slid away from her breast and up towards her lips. She gasped as it slid into her mouth, forcing her jaw wide to accommodate it. "Mmff! Mmmmmf! Mmmmf!"

He let the cock slide slowly out of her mouth and whispered into her ear, "Too much, my dear?"

"Fuck no," Mary Jane gasped. "More. More!"

He crammed her mouth full of the enormous mechanical dick again, his cock a blur in her ass now as the tentacle in her pussy began to match his pace, pulling out as he thrust in. The one in her mouth kept sliding in deeper and deeper, its tip pressing against the back of her throat, then deeper still. He was not cruel, and only kept it there a few seconds before pulling it back nearly to her lips again, letting her gasp for air.

He fucked her like that for a few minutes, keeping the two surprised tucked away until she was panting and gasping around the cock in her mouth, riding the cusp of another orgasm. Octavius was a master of biding his time and waited until he was sure Mary Jane was right there, and then he unfurled the two tentacles behind him and roped them around her neck in a loose grip. Not quite enough to strangle her, but enough to put some pressure on her neck. Mary Jane came a little faster than he anticipated, and he rode it out, grinning as he kissed her shoulder, his cock staying still in her ass while her pussy throbbed around the tentacle deep inside her womb.

Only when she came down did she see the tips of the two tentacles choking her lightly. Two cups wavered in front of her face, shaped much like her bra's own cups - when Mary Jane bothered wearing one around him.

"What is that?" she gasped when she could.

He smirked against her shoulder and the cups flowed towards her breasts. She tensed - a last vestige of her fear, perhaps, though Mary Jane really hadn't shown much of that since the first time they tried this with his original octopus suit. His cock surged in her ass thinking of the pleasures about to unfold for her. The cups on the tentacles were designed to do a few amazing things. Atom-thin fibers along their surfaces tickled her flesh in such subtle ways that she thought she was imagining it until the intensity increased. The digitalized fabric over her stiff nipples clamped down, and Mary Jane whispered, "Oh. My. God. Ohhhhhhh, fuck. Oh fuck Octavius. Oh my God, that's incredible."

The fibers on her nipples alternated between icy cool teasing and warm, almost hot blasts of air. At first he meant for the design to simulate human breath or a tongue bathed in ice, but the sensations weren't quite so large in scope as those. Instead, by happy mis-design, the pads' fibers whipped the sensations across her nipples like tiny lashes - not with nearly that much force, but that would be what it felt like to Mary Jane.

"In a week or two when I've perfected the formula," Octavius breathed into the redhead's ear, "this can inject your breasts full of a chemical that will induce milk. Without sagging."

"Oh holy shit," she breathed.

"All the nastiest, sexiest parts of a woman's body after she's pregnant, without the fussing child," he said, thrusting his cock harder and harder inside her. "Imagine me, sucking the milk right from you. My tentacles fucking you hard while you feed me your rich cream."

"Mmmm! Fuck!" she screamed around the cock sliding back into her mouth.

"Now's the time to tell you the other surprise about that fluid my tentacles are producing. It's full of nanites too." She gasped for breath as he let the tentacle cock in her mouth slide out of her, and then jammed it back in again. His tentacles began to vibrate against her, warm, cool, flooding her body with sensations as he talked. "Special dermatological and musculature rebuilders. Every time that fluid leaks into you, your pussy, your ass, they will slowly begin to tighten again after we've finished. Within a few hours, you'll be as tight as a virgin again, my dear, all without the nastiness of a hymen."

"MMMF!"

With another jolt, Mary Jane came.

The cock in her pussy released a spray as she came down, warm and sticky, much like his own come - because it was designed from just that. It slid out and was replaced by an even larger prick as she sobbed her pleasure, his balls bouncing against her ass, the dick in her mouth teasing her tongue. Octavius pounded her for all he was worth, sweating profusely now, his hands clamped on her juicy bottom. He came not long after Mary Jane, his cock spurting deep inside her ass.

And yet he wasn't done. Oh no. This was going to be a night to remember.

The tentacles wavered and whipped around her. The cups on her breasts sucked and lashed at her nipples in equal measure as he spun her to face him. Her eyes were wide with her pleasure, drool and lubricant leaking out of the corners of her mouth and down her chin, her delicate neck, her breasts. The cock in her pussy hammered deep time and time and time again. The one that had prepared her ass earlier slid back into the gaping hole Octavius had just occupied, making her stiffen again - maybe another orgasm, or just a continuation of her last one. Machinery whirled and buzzed and fucked, and all Mary Jane Watson could do was hang on for dear life, riding out the sensations, getting stuffed so full of cock that she couldn't make a sound.

All she could do was come.

Octavius watched, and cleaned himself. And ten minutes later, like magic, he was hard again. Ah, the wonders of youth - and perhaps a bit of chemical tinkering to his own body. He brought her to him again, this time contenting himself with her pussy. She sobbed her pleasure around the cock in her mouth, and when he pulled it free, her throaty whisper told him just how successful this latest test had been.

"...yours, all yours, your slut, Octavius..."

He grinned, the octopus finally, completely triumphant.