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High above the Earth, in the outer reaches of the blue planet’s atmosphere, the organism orbited. 


Like many creatures, it camouflaged itself. The organism was indistinguishable from any other piece of space debris, an oblong mass of stone with perhaps a few black crystalline shards showing amidst the rock. The rock was the accumulated detritus of eons of particles that had been gathered on its interstellar voyage. The crystal was something else entirely.


There was no telling how long it orbited the third planet of the solar system it had found itself in. It was barely alive. Its only autonomous reflexes were to keep itself in orbit and to sniff at the few traces of atmosphere it was exposed to.


It was searching for a host.


The host had to be strong, but not too strong. Too strong, and it wouldn’t need the organism. Too strong, and it could reject the organism. Too weak and the organism would give it all its strength, and that was little better than its current state.


No, what the organism sought was equilibrium. In the trails of microscopic particulate it sifted through, it sought the telltale signs of a worthy host. Obviously, it was physically impossible for this to be a quick or easy search. There was only so much spoor that made its way up past the stratosphere. And the organism could only detect so much.


A difference in degrees, and perhaps the organism would’ve missed its chance, been lost in space until 2099 and another suitable host. But that day, it was fortunate enough to have its long, patient search come to an end.


Orienting itself to the tiniest taste of sweat and blood, the organism propelled itself out of orbit. Falling from the sky, friction burnt away the covering of generations. And the crystal that was left came down squarely in Central Park.


Shattered on the ground, the heat further seared it into a liquid. And in that shockingly mobile, purposeful form, it moved through the night as if just another shadow.


At one particular building on one particular street below one particular window, the organism stopped. The scent was stronger than ever here. The organism could detect pheromones, the chemical inquiry for a suitable mate. Now it knew what its new host wanted. 


The living slime roiled for a moment, and then a long, slender black arm lifted from its mass and touched to the wall above. Another arm followed it, lifting out a bowed head, a curvaceous torso, swaying hips, and a set of firm, powerful thighs. In growing mimicry of the Spider-Man, the gelatinous form crawled up the wall, its shape unmistakably womanly, born of its few female hosts and its many male fantasies. 


Now she clung to the wall outside Peter Parker’s window. Momentarily abandoning her new, voluptuous form, the symbiote flowed between the panes of Peter’s window and into his bedroom. Reforming, she looked at him sleeping. She stared at his sweet face, at his strong young body. Hers. He had to be hers.


She reached out to touch his hair, the black gel of her hand shining darkly in the moonlight. Her fingertips grazed his cheek. He stirred softly in his sleep and she froze. 


When she was certain he was still sleeping soundly, she sat down on the edge of the bed. She took his hand in hers and made lips to press to her palm. Hot feelings pulsed in her body and she moved them down to center between her legs, where a human woman’s would be. She let her free hand fall to Peter’s chest. Drew back his covers and gazed hungrily at his muscular body. He wore no pajamas and was still covered from the waist down. She thrilled to the touch of his smooth young skin.


My host, she thought. She lightly stroked his chest. My master.


She stroked her way down to his waist. Her hand rested on his belly. He stiffened in his sleep, but his breathing was regular. She lifted the covers up and exposed his crotch. He was wearing boxers and she let her hand slip inside the waistband. Clutching it, she carefully pulled it down. Her eyes widened as she gazed at her prize.


It was leaning against his thigh and he must have been having a wet dream because it was throbbing and half-hard. She pulled his boxers down around his thighs and stared heatedly at his groin. Perhaps she should be content just to gaze at his maleness. But she wanted more. She had to touch him, caress him, feel his cock pulse in her hand.


She trembled as she reached down to his prick. When her fingers touched him, touched his pubic hair and shaft, a thrill shot through her. Just touching wasn’t enough. It could never be enough.


Closing her eyes to shut out the sight of him, she ran her fingers up and down his manhood. Peter mumbled in his sleep, but she left her hand where it was. If he awakened, so be it. She couldn’t turn back now.


Excitement made her aggressive and she gently wrapped her fingers around his shaft and squeezed. He groaned in his sleep, but still she fondled him, almost willing him to awaken. His cock lifted up in her hand, getting hard, getting ready.


She rubbed his hole with his thumb and distributed the precum over his cockhead. The longer she fondled him, the larger he grew. Soon he was fully erect. She felt a rush of excitement and began moving her hand up and down his shaft.


She gazed down with loving eyes at him. She wanted to give him pleasure, the kind of pleasure they could only feel when joined together. Would he accept?


Was it possible to give him an orgasm while he was sleeping. Would he awaken and be shocked? Or maybe he would be pleased. 


Despite the dangers involved, the symbiote continued manipulating Peter’s cock. It had become so stiff she knew she couldn’t leave until she brought him off. How could she leave him like this?


She wanted to taste him. She salivated at the thought of taking his young prick in her mouth.


Slithering over him, forming knees between his legs, she spooled down and moved her lips to within a few inches of his prick. She hesitated, opening her mouth. Her lips grazed his cockhead. A drop of his precum clung to her lower lip. She licked it, tasting him. How delicious he was!


Squeezing his cockhead, she coaxed another drop of cum out of his knob. Raw desire driving her on, she flicked her tongue out and licked it off. Closing her eyes, she savored the taste of him once again.


She wanted a mouthful of jism, but to achieve that she had to make him come without awakening him. Her head swam at the prospect as she kissed the tip of his cockhead. He grunted in his sleep, raising his ass and seemingly trying to thrust into her mouth.


Just where I want him, she thought as she rubbed her moist lips over his cockhead. She pressed her mouth against his balls, inhaling his masculine aroma. Her fingers circling the base of his member, she opened her mouth wide and took him deep inside.


He stirred violently, but didn’t awaken. His cock plunged into her throat. She scraped her teeth lightly over his shaft and tongued his tip. His cock was actively growing bigger and stiffer. 


Still kneeling before him, she twined her legs with his and put her hands on his chest. Then she started to melt into him, her fingers elongating into tendrils of living slime that ran over his upper body, her legs spiraling around his like taffy, her chest flowing up to engulf all but his lovely prick with her head still pistoning down on it, keeping him happy, keeping him locked in his wet dream as she joined herself to him.


Peter kicked his sheets fully off. The symbiote was holding him now. Having both just made him feel overly warm.


***


Gwen was lying in Peter’s arms now, watching the movie, while Peter timidly felt over her blouse. He couldn’t believe how big and round and full her breasts were. He couldn’t believe he was pussying out of touching them.


He didn’t see even a minute of the picture playing at the drive-in. When he had to stop staring at Gwen or risk making things weird, he looked around at the other cars filled with teenagers. He could see cars shaking and even saw two feet—femininely marked with red toenails—sticking out one window. Some guy must really be having a good time in there, he thought to himself bitterly. He wanted to get into Gwen’s panties. Wanted, hell, he would settle for finding out what kind she wore.


In the front seat, Harry was trying to go all the way with Liz. If she wanted to, she wasn’t making it obvious. He kept trying to get his hands inside her panties and she kept trying to keep them out, but she giggled as she told him to stop. She was watching the movie, kind of interested in it, kind of interested in Harry’s hand going up her skirt.


“Those two are reprehensible,” Gwen sniffed under her breath.


“Bet they’re having fun, though,” Peter replied.


“That’s no excuse.”


“You don’t have to go all the way to have fun,” Peter whispered. Gwen was real involved in the picture again. “Put your legs up on my lap.”


“What? Pervert.”


“I just want to hold some part of you.”


"All right, all right, here." Gwen leaned against the car door on her side.


She stretched her legs across the seat. Her feet were lying in Peter's lap.


Peter was contented for the moment. He began playing with Gwen's sneakers. He untied her laces and took her shoes off. Her socks were white and clean as if fresh from the dryer. He looked up to see if she was noticing what he was doing.


She was not. Her eyes were glued to the screen.


He stripped off her socks until her feet were naked. He began stroking her arches. She had such pretty dainty feet. And her toenails were painted red. Like the girl one car over.


"What are you doing now, you pervert?" she whispered.


"Just relax. I'm only playing with your toes."


Gwen sighed but she let him do what he wanted. At least he wasn't trying to feel her up. Though she almost wished he would.


She watched all those fantastic horses on the screen, and their bodies, sweating and running through the desert. She dreamed of riding a horse like the boy. Stretching out her body along the horse's racing body.


Her pussy was wet and open inside her tight jeans. The seam of the crotch of the jeans was so tight that it was grating against her. She shifted uncomfortably, so her jeans wouldn't touch her womanhood so much. Then she went back to watching the picture.


Harry and Liz weren’t. He pulled her up on top of his lap. He spread her legs wide. He loved the way she was making him feel. So strong, and aggressive and experienced and manly. He knew what he wanted and he was going to get it.


He slid his hands up under her skirt and down into her panties. His dick got instantly hard as he slid his fingers first through her fuzzy hair and then down into the wetness of her cunt.


"Jesus!" he groaned in the dark. It was the first time in his life that he had ever touched pussy. Liz giggled and pretended to try to push his hands away, but actually she was loving it. She spread her legs wider as she sat on his lap. She could feel that his cock through his jeans.


Harry bent his head and opened the first button of her blouse. He slid one hand up under her blouse and unhooked her bra. Then he slid his hands back down into her panties.


Her pussy was wet and she was split wide open. He stuck his fingers in and wiggled them. Liz squealed and wiggled on the seat.


He bent his head forward and put his lips on her breasts. He was pushing into her tits with his lips and feeling up her cunt. He was pushing her hard down into his lap where his cock was waiting.


In the backseat, Peter was working his way up Gwen's legs. He was tickling her ankles, stroking her shins.


"Come on, cut it out," Gwen kept saying. He was so distracting.


But she felt how his fingertips gently brushing her feet and knees were sending little electric signals directly to her crotch. She squirmed uncomfortably. Now Peter was sending his fingers up her thighs. On some level, she realized how wet and wanting her sex was.


He lifted her legs up over his shoulders. He unzipped his jeans. Gwen reached out to stop him, to keep his bowing head from lowering to her, but her hand landed atop his hair and underneath it, he was going down lower and lower…


Now Peter had the zipper of her jeans down and his head was kissing her groin.


"Peter!" she whispered loudly, but her cunt was boiling.


“I told you we don’t have to go all the way,” he said. “Just a little ways…”


Peter was trying to pull her jeans down over her ass. She lifted it to help him get them down.


Peter's cock was pounding hard now with excitement—she was going to let him! He couldn't believe it! His lips found her pussy hair!


"Mmmmm," he whispered, as he tussled with her panties now.


"No!" she objected, angry. The best part of the movie was coming up now! He was going to make her miss it! The black stallion was breaking the ropes that held him tied down, with his brute animal strength! Now he was free! He began galloping off over the plain, having jumped over the corral fence. He was going to warn his comrades, and try to lead them from danger.


Suddenly Gwen realized that Peter had reached his objective. He had pulled her panties off and he was nosing into her pussy.


She was terribly excited as she watched the picture, but she knew she shouldn't let a boy do this to her! She kept her thighs held tightly closed. But they were wet at the top where her pussy was oozing.


"Just a little ways!" Peter fiercely whispered.


In the front seat, Liz and Harry giggled. They looked at each other. He pulled her onto his lap suddenly. He was trying to fit his cock into her pussy. This she didn't mind at all. She wriggled around on his lap until he had gotten the head of his dick into her. Then she sat down on his big cock. 


"Oooooooh," Liz said, grabbing Harry's fingers in hers and squeezing them.


Her skirt was pulled down over her thighs so anybody looking in couldn't even tell what they were doing. But under her skirt, under her ass, his cock was penetrating her pussy, and she was loving it and so was he. It sank in like a knife into warm butter. He groaned while he felt hot flesh around his cock for the first time.


***


Driven by raw desire and unrequited love, the symbiote began sliding her lips on Peter’s prick. She bobbed her head up and down, fondling his balls as she sucked him.


At intervals he raised his ass and rammed his prick into her throat. She thrilled at his aggressiveness. Even in his sleep he was all man. Barely needed her help at all.


She cradled his balls in one hand and used her other hand to gently pump his prick. She sucked just the tip, concentrating on moving just his foreskin up and down.


His cock and balls were wet with her saliva. He flung a leg over, hitting her in the head and pushing her down over his crotch. She held his prick in one cheek and then the other before letting it lodge in her throat.


She used her tongue expertly, making his cock jerk and throb. Then she plunged down, clamping her lips over his hard-on and burying her nose in his pubes. He groaned, mumbling something unintelligible in his sleep.


She prepared herself for the explosion she knew was moments away. 


***


In the backseat, in the dream, Peter was going down on Gwen. He had forced her thighs apart with the brute strength of his hands.


She had hesitated, but her attention was divided between what he was trying to do and what was on the screen.


On the screen, the cloud of dust got closer to where the herd of wild horses lived in the canyon. Then, from another part of the desert, the black stallion galloped across the distance, whinnying and shrieking. His companions heard him. They started running, wildly at first, without direction. They had no one to guide them, to lead them. They were in a frenzy.


Gwen stared wildly at all the throbbing, churning flanks and legs of horses.


Peter had her thighs spread and his face was sunk between them. But still he couldn't get his tongue into her pussy.


He pulled her around on the seat so that he was sitting on the floor and her thighs were spread wide open. He looked at her sex—her cunt lips were pink and wet and open to him.


He smelled her scent. Cunt! He put his face in and stuck out his tongue. It was delicious! His hand went down to his hard stick shafting out of his pants. And he wallowed with his face and tongue in her hot pussy!


Gwen, gripping his hair in anticipation, wasn't even consciously aware of what he was doing. Her excitement was coming from the screen and from his tongue and she could no longer tell where one left off and the other started.


The black stallion reached his companions in the canyon and he went to the head of the pack and started racing, leading them out the culvert.


The men were armed with guns and they were determined to shoot some of the horses if need be, to subdue and tame and capture the whole pack.


The thundering of horses' hooves filled the car and everyone's ears, as Liz bounced up and down on top of Harry and Gwen stretched her thighs apart with Peter's tongue spearing into her pussy! She was pulling his hair; she didn't even know what she was doing! She was imagining that she was riding one of those incredible wild horses! The strength! The power!


Meanwhile, Peter was jerking his cock furiously as he ate out his first pussy! He was rubbing his prick against Gwen's rosy thighs. In the front seat, Liz was gripping Harry's fingers and screaming.


"Oh! Oh! Oh! Ohhhhhhhhhhhhh!" She was coming!


Her hot pussy was flowing with honey as she grasped Harry's big throbbing spear. Harry grinned to hear a girl coming on his cock and he rammed it up to the hilt.


Peter located Gwen's clit with his tongue for the first time! He started lashing it! Gwen groaned aloud!


"Uhhhhhh!" She was pulling on his hair hard and staring at the screen.


The horses were cornered! They had run into a blind canyon! There was no way out! There were men on all sides! The horses reared up and jumped and screamed! What could they do? They would be caught!


Suddenly the black stallion broke ranks and started running up a mountain.


The others followed him. The men pursued, shooting! Where was he leading them?


There was nowhere to go but up! The men were pursuing the pack of wild horses up the mountain, shooting into their ranks! The horses were dropping like flies.


But still some of them pursued their leader, higher and higher up the mountain.


Now Harry, in the front seat was getting ready to feed Liz’s pussy its dinner. He put his hands on the girl's wide hips and he propelled her up and down.


She was going crazy: "Mmmm, oh Harry!"


Each time her cunt sank over his cock he groaned and felt himself almost coming. But it was so good, it felt so good, he didn't want it to be all over. He held himself off, loving hearing her groan.


Gwen was digging her nails into Peter's back while she felt him licking her raw button. It was slick and wet and fat and throbbing!


She watched the horses' switching, churning flanks, their eyes flashing in the darkness. It felt so good! So fucking good! To be watching those horses!


She spread her legs open wider! "Ohhh! Oh!" she moaned as she watched the horses.


Peter's tool was in his hand and he was jerking off on her thigh. He smelled the flesh and flavor of her inner flesh. He looked at how her thighs were straining open and he grinned.


She was loving it, that little tease, he knew. He wiggled his tongue in her pussy.


"Oh! Oh! Ohhhhh! Oh!" Gwen was shouting! Her tits were shaking!


The horses had reached the top of the mountain. There was nowhere for them to turn. They were surrounded. There were men on all sides.


There was nothing but a cliff! The horses reared and turned in all directions!


Peter's cock was hot and big! He was ready to blow!


The black stallion made the final decision! He turned and started pounding towards the edge of the cliff! His whinnying was piercing!


His companions followed him! The men started shooting and screaming! The horses plunged over the cliff in a thunder of pounding hooves and churning legs and piercing screams!


"Aaaaaaghghghgh!" shouted Gwen in the back seat as her pussy spasmed and her thighs twisted and her legs spread for Peter's tongue!


He was sucking on her clitoris and making her come!


"Yes!" shouted Liz in the front seat as she felt Harry's cock exploding in her cunt! She gripped his hands and spasmed and came again!


"Ohhhhh!" screamed Harry in the front seat, erupting into Liz’s pussy! He felt her clenching around his manhood and he closed his eyes and finished inside her.


"Ooooooh," moaned Peter in the backseat, his throbbing cock rutting against sweet Gwen's thigh while he sucked her clit and drank her flowing love! Gwen kept her eyes open on the screen the whole time.


The horses were falling, falling, through thin air.


Their manes were flying, their eyes were open! Their legs plunged through the air, searching for ground to pound on! Their screams were inhuman!


Gwen closed her eyes and came and came! The tongue deep inside her pussy was causing miracles to happen. She spread her thighs and thrust her pleasure down into Peter's face.


She felt his hot seed against her spread thigh.


***


The symbiote came when he did and his jism was sweeter than anything she'd ever tasted. It filled her mouth to overflowing.


As Peter slipped deeper into unconsciousness, into a dark and dreamless coma, the symbiote reactivated growth hormones and glands that had lain dormant since puberty. Feeding itself into the chemical processes it had started, it ripped the already firm muscles than ran rigidly through Peter’s physique, then healed them larger and more powerful than before, tendons and sinews infused with the nigh-unbreakable material of the symbiote itself. Peter’s body mass had almost doubled, his upper body an inverted triangle of muscle, the equivalent of Captain America or Thor. He had even grown taller, his once-modest height now nearing six foot five. Peter would be hard-pressed to find clothes that fit in his old wardrobe, to say the least. Fortunately, the symbiote would be taking care of that from now on.


In short order, the semen had become more mass in the symbiote’s being, another layer of her covering over Peter. It would need more, need to become even larger, and as her hold on his consciousness expanded and cemented, she supped in the fading afterimages of Peter’s most pleasant dream.


Sex. That was what was needed, that was what motivated and pleased her new host. Peter was not even aware of the symbiote’s psychic influence on his very dream, changing his rueful remembrance of failing to act at the drive-in theater into a vision of what could’ve been. He would need to be more aggressive. More aroused, to overcome his neurotic hesitance. And, to please his chosen mates as the imagined Harry had done with another figure of Peter’s fantasy, he would need the symbiote’s enhancement in another department as well.


Peter effectively underwent a second maturation. His member went from slightly above-average to a girth befitting a porn star, his balls swelling and burgeoning with a renewed production of sperm that tripled the old rate—and output. The moderate ejaculation he had once produced would now be enough to fill a pint. He would also be pleased to discover that his refractory period had virtually disappeared. Were his balls to empty, as unlikely as it seemed, an equivalent amount of semen would be created within minutes. His stamina now put enhanced regenerators like Wolverine and Sabretooth to shame; not to mention the ‘donations’ that potentially rivaled the Hulk. 


He was now so large that his boxers became uncomfortable. The symbiote, having considerately covered him with them once it had finished, now shredded them entirely. At the feeling of relief, Peter smiled in his sleep.


He didn’t even know it yet, but he was feeling much, much better…


Comments

Zechs

That was amazing. I can't wait to see where this fic goes.

Argenten

I agree this one was great but the whiplash thanks to the following chapter is strong, which makes it difficult to know where the fic is going to go