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Panting with amorous emotions, Gwen felt her way up and down his endowment. She could not look away from it; could not believe how impossibly stiff a man’s flesh became, so long as it was down there, where his body was meant to pierce a woman.

It made the relations of males and females seem desperately unfair to her. She could never be as soft as that bestial appendage was hard.

“Gwen!” Peter gasped, writhing under her ministrations. “Holy shit! Where’d you learn to do that?”

Gwen ignored him. All that interested her was his stiff cock. That and his ribcage, which was so much fun to rub her wet cunt against. She pressed herself against the bone, squirming against his chest, adding her flowing juices to the sweat already springing from him. At the same time, she teased her fingers along his inner thighs, letting his manhood go to throb impotently up in the air.

Her roving fingers stroked the muscles of his thighs, making Peter twist and turn involuntarily with his need. The wetness on his cockhead thrilled her; she needed to see another droplet of precum rise out of his glans. Gwen knew how to get it.

Her fingers played their way down the length of his manhood. There she wrapped them around his churning balls, each the size of a tennis ball, and squeezed until Peter gasped for relief. Gwen giggled to see his maleness throb even harder; a big, hulking chunk of juicy masculinity. So wet with precum that it looked like it’d been dipped in water. She loved it.

She played with his burgeoning balls for a long time, enjoying how all Peter could do was squirm and groan like he was wounded. The more agonized his lust felt, the more Gwen delighted in rubbing her cunt against his chest.

She laughed to herself as she teased him, knowing that all that passionate hardness was useless unless she chose to use it. And the decision was all hers.

Instinctively, Peter thrust his aching erection upward and gasped, “Gwen, please! Don’t you want to—c’mon, it’s so damn hard!”

Gwen tittered girlishly. “Why, Peter, what a sordid thing to say in front of a lady! I thought you were nice! Shame on you, having such a big stiff cock in my presence!

“I thought you wanted it!” Peter gasped, barely able to look at her pretty face when it was so close to his rock-hard prick—it would be so easy for her to just stick her tongue out and lick him. “Go on, it’s yours, do something with it! Please, Gwen, come on!”

Gwen laughed again. How nice to hear him beg for her to be a nice girl. But she wasn’t a nice girl, oh-no-no-no. Nice girls didn’t get what they wanted. She had to be bad. So she was bad. Very, very bad. Bad enough to torture him this way and still so nice that he wanted her all the same.

To Peter’s anguish, Gwen detached from his body and dropped down next to him, her eyes brighter than ever. There was a wicked smile on her plump lips that seemed both completely incongruous with her innocent beauty and strangely fitting.

It grew as she ran her eyes up and down his tormented body. When they landed on his long, stiff endowment, she couldn’t pry them away.

“I thought men liked having dicks,” she cooed teasingly, leaning on an elbow for a casual, yet enthralling look at his masculinity. “Who wouldn’t love having a big thing like that? And it gets so long and hard! And all the porn and the cheerleaders and the strippers and the whores, they get you so hard, don’t they? All the time! You must love getting hard! Doesn’t it feel good being hard? Don’t you just love showing off how hard you are? You goddamn tease. All you men are the same. Getting those huge hard-ons just to drive a girl crazy!”

“I’m not teasing you!” Peter gasped. “You can play with my cock if you want, just—fuck! Stop making it so hard if you’re not going to do something with it!”

That flicked a switch in Gwen. Her face virtually glowed, eyes alive with delight and exhilaration.

“You want me to do something with it?” she whispered hotly. “What should I do with a big hard cock?”

She put her hand on the crest of his pelvis, just above his raging erection. “This is where it’d be if you put it in me, isn’t it?” she crooned. “You’d put all of that big thing up in my poor little pussy! Don’t you think that’d hurt?”

“Mary Jane didn’t seem to mind,” Peter rasped, quivering.

“Oh, but I forgot, you’re hurting too!” Gwen sang out. “Where does it hurt? Your balls? Do your balls hurt having so much cum in them that you just can’t get out?”

“Yes, they do!” Peter gasped.

“And your prick too?” Gwen wanted to know. “Does it hurt when it isn’t in a nice soft pussy?”

“Yes! Yes! Geez, of course it hurts when it’s this hard and you’re not doing anything with it! Why are you asking me? Can’t you tell?”

Gwen chortled. “I just like to hear you say it,” she purred.

“Okay, fuck, fine! It hurts! My balls hurt, all of it! Please, Gwen, let me fuck you! Or at least let me come! I’ve gotta come!”

Gwen’s sparkling eyes flew up and down the length of his rigid endowment. She smiled with quivering pleasure.

“Yes,” she said softly, her chest heaving. “You look like you’re suffering. Like you need relief. It serves you right, though, for all the dirty, nasty thoughts you make girls think with that big dick of yours. I bet you think you’re so damn great just because of that nice cock you have. It isn’t fair! You don’t know how much it hurts when us girls are so nice and we don’t get fucked! We’re not even supposed to want to be fucked! You make us want it! You make us want it so bad! It’d be so easy to be a good girl if it weren’t for the dirty, nasty thoughts you give me, you naughty boy!”

Peter craned his neck around as if trying to get a look at something just out of sight. His mind whirled. Gwen was rambling. He couldn’t make much sense out of her ravings, but they seemed to have an autoerotic component. She was getting herself off as much with this venting as she would be touching herself.

It made a warped kind of sense. The real Gwen—or at least his Gwen—had never had much of a sexuality. This one was all too sexual; all of it wrapped up in causing him pain.

He didn’t know it, but he was right on the mark. Gwen had been abused and exploited as much as anyone seemed to be before they took on the mantle of Doctor Octopus. She had a lot of pent-up rage to burn through. So much that it felt better to express it than to actually pleasure herself with Peter as she’d first set out to do.

It was no conscious decision Gwen had made. It was simply the natural thing to do when she was faced with him and his cock and his lust for her.

This was just perfect for her. He seemed so noble and innocent—just the kind of boy she would go for if only she wasn’t dirty. Which was his fault; he was dirty anyway. Why else would his cock be standing up and asking for her to do naughty things to it?

Only she was in control now… not weak and helpless like she’d been to other men with their own monstrous erections. She felt powerful, she was powerful, leaning over Peter’s rigid cock and knowing it could do nothing unless she allowed it. He was her prisoner. His cock was enslaved to her; she wasn’t addicted to it. She’d give him no satisfaction at all. Not if she didn’t want to.

With Peter held down by her tentacles and his prick so big and hard, Gwen actually shook with excitement. There was something so… tantalizing about having a boy tied up with his beautiful cock all hers, to do with whatever she wanted. Gwen couldn’t ask for a bigger thrill than that!

But despite this, she couldn’t fully enjoy it. She was still so turned on, so horny, even when she tried hard to stay in control of herself so she could control that fat dick! She should be in command, dammit! But that prick of his, throbbing so hard, it made her feel weak.

And her pussy was so fucking wet. How could she be in control when her pussy needed… it needed… it needed so much, that was what it needed!

Her eyes moved from Peter’s turgid cock to his pain-teared eyes. “You’re real close, aren’t you?”

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