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Owen groaned to himself, throwing his bag onto the bed as he fought to keep himself from passing out, utterly drained from going around all day.

He had spent hours in his school library studying for exams, another few stuck in lessons, and even more at his part time job at Alchemax. Not doing anything cool of course. He was only helping sort boxes and old research files and all that.

He would have quit ages ago if it didn't pay so well, the company making sure they had people who were less motivated to mess up or spill their secrets. It was probably his reliability that allowed him to be hired. Though he personally didn't see the fuss a joint partnership with Essex Corp over DNA research or recent experiments into animal genetics getting out would cause...

The day had ended early though, some guards having stormed down to the lower floors and asking them to leave right away. Some kind of containment breach from one of the labs upstairs. So Owen had grabbed his bag and left, relieved his usually terrible luck had earned him some good results for once.

"Maybe I can use the extra time to catch up on homework or something..." he thought aloud, "they really need to stop giving me so much though! Weighs a fucking ton..."

Despite every instinct that screamed within for him to rest, Owen powered through his tiredness, unzipping the bag with a sigh. He wasn't met with the normal contents however, instead the teen only had time to scream as a black and white goo leapt from the bag and stuck itself to his face.

"MMMMMMMMMMM~!? G-GAH~!? FFFFFFFFF~!" he cried, grabbing and pulling at the goo in desperation, his frightened movements only seeming to make it tighten more and more. It was solidifying, morphing into a loose, skintight fabric, his screaming mouth outlined in the material as goo poured down his body.

He bucked, his cries only growing more panicked and intense by the second as he collapsed onto his bed, his whole body becoming coated by the determined goo. His cock throbbed and shook like a trapped worm, his old clothes assimilated into the symbiote, his whole body wrapped in a mixture of white, pink, and black.

For a moment, Owen found it hard to breathe, his eyes rolling up as the costume wriggled and pushed parts of his body. Each little push forced him to change poses, as if the living bodysuit was a person adjusting their outfit slightly, the man whining in panicked pleasure as his cock only grew more outlined in the silk-like material, his face meeting a similar fate in the mask, two pink eye patterns forming on it to complete the look.

The goo was a symbiote. One of many experiments worked on between Alchemax and Essex Corp. A project they codenamed "X-47", a strange goo they had found near a meteor crash site that had broken free before they could properly look over it.

It had escaped the building easily, hiding within Owen's bag, and now that it was free, there was nothing stopping it from bonding with the first human it found, and making as many alterations to him as it deemed necessary~.

Just when Owen's struggling had seemed to reach its peak, the suit tightened to the point where it felt like his bones were going to snap into pieces, especially within his face. His eyes were about to bulge from his skull, his breathing growing heavier and heavier. It was too much. It was too fucking much, i-it was- it was going to-

CRUNCH

"MMMMMMMMMMMM~!?!?!?!?!??" he screamed, his entire face collapsing in on itself in one fell swoop, cheekbones arching upwards, lips plumping out, nose and jaw reduced to dainty points as blueing eyes widened, framed by pretty, fluttery eyelashes.

It wasn't his face. But Owen didn't know what was wrong exactly. Only that something was terribly wrong as he struggled to tear himself free of an outfit that seemed three sizes too small for his bulky form. He screamed harder, flipping onto his front and pulling with all of his might, his new eyes spinning as his cock throbbed into the bedrest.

He couldn't help but grind desperately into the wood, biting his softer lip as he gasped and coughed for air, something sliding down his throat as he did so, exploding deep in his core with a BANG. His whole body shook from the impact, the harsh slam joined by an eager womanly shriek.

Now the muffled moans were stirring his cock to life even further, his screams contained by the unbearably tight fabric as more of the goo seeped from his mask and sank into his hair, the strands bursting outwards into a flurry of flowing, soft, blonde locks.

They brushed against the smooth skin of his womanly face, softness seemingly everywhere as Owen was trapped in a cycle of unrelenting, ruthless ecstasy. He was bucking, gasping out moans as the facial lift proved to only be the start of the drastic alterations made to him, his panic rising as the suit switched focus to the rest of his unfitting form.

"AGH~!? UHM~! FFFFFFFFFFFFUCK~!" he screamed, his cock throbbing into his thigh as he felt like he was being crushed between metal presses, intent on reducing his masculine frame to ruin.

He was thrashing from the intensity of it all, his arms spasming as he wailed, crying as the tightness began to make his body feel unbearably, wonderfully soft, every wriggle sending it colliding with the silky feel of the costume. His arms were breaking, their size crashing down as they lost their former broadness with harsh, deafening CRACKS.

The quantity of his limited strength was more than made up for by the quality of what followed, Owen slamming his head back and screaming at the top of his lungs as the slim, feminine arms suddenly burst with untold strength. It was beyond anything he had ever imagined, the weak fat bulging as muscles tightened, the symbiote flooding his arms with enhanced physicality as he writhed in panic, his body looking like it was being shocked as his fists clenched and unclenched rapidly, hands shattered beyond repair into tiny, dainty fingers.

He wailed and thrashed, his mind a mess from the sheer, overwhelming pleasure, Owen not even noticing as he slammed his fist into the wall behind him, leaving a massive hole as the room shook.

“MMM~! S-SHIT~! GGGGGGGG~! S-STPPPPPPP~! H-HLLLLLLPPPPPPP~!" he screamed, but no one but the symbiote was there to hear his calls, his eyes feeling like they were about to pop from their sockets as his shoulders rounded down with two intense SNAPS.

He bucked harder than ever, only to scream to the heavens as such an action only prompted the collapse of his back, the man forced to give into his baser urges and cum hard as the suit tightened perfectly against his sexy, arched spine.

The orgasms and changes just kept coming, harsh vines of pleasure ransacking his poor virgin body as sides were less guided, more broken into shapely, feminine curves. He screamed and wailed, his will to fight fading under the godly rushes of sheer euphoria, each wave washing over his brain and sapping his mind.

The symbiote was feeding on him, his masculinity, his identity, even his height, his shrinking form vibrating as pressure slammed into his gut with the force of a powerful punch. He gasped, eyes wide in breathless shock as blow after blow crashed into his stomach, forcibly removing the layers of fat in his tummy whether he wanted it gone or not.

It was a relentless pressing, his mouth outlined in his mask as he screamed and spasmed his limbs wildly, denting the nearby walls with the sheer power of his arms. It was all so intoxicating, the pleasure something he was undeniably hooked onto, legs kicking upwards as with another intense thrash, his stomach was flooded with strength, Owen grunting as he was left with a slender, tight six pack outlined in his bodysuit.

But the fat that had been syphoned out of his stomach had to go somewhere, and with a tingling in his chest, Owen knew exactly where the dumping ground would be, the man barely having time to brace himself before it all flooded in at once.

The world went black. More so than just his vision. The feelings were so intense that the man slipped completely out of consciousness for a moment, only awoken by the sound of his own screaming as his nipples tented his bodysuit. They were so much more sensitive, and that was only the start, Owen slamming his head back into the bedrest hard enough to crack it as slowly but surely his chest began to surge outwards.

He bucked in a frenzy, each thrust of his chest sending another burst of fat slamming his tits outwards, the two pillows growing thicker and larger as they bounced. They were fighting for space within the tight, crushing bodysuit, only causing it to get tighter on the rest of his smooth, sweating form, the spurts of panic in Owen's mind starting to be cut off by eager screams of delight.

He was losing himself to the bliss, drooling from pure lust as he grabbed his still-growing tits, eyes rolling into his skull as he fondled them like the teenage boy he was. He was reduced to acting on baser instincts such as this, the higher functions of his brain growing gooey from symbiote as it seeped into his ears, Owen only able to feel as the bouncing b-cups inflated into large c-cups, before bursting into Ds, only to erupt into DDs right after.

Owen loved it, resistance seeming like such a pointless thing to focus on when he could be pleasuring the gigantic tits that were somehow his, muffled, moaning giggles slipping from the mask as he flipped onto his front, squishing his breasts into the soft covers while kicking his legs up happily. His feet curled while in the air, pleased groans and moans his only reaction as the masculine size of his feet gave way to dainty delight, tiny toes wiggling while Owen felt his thoughts be drowned out by the relentless pounding of drums.

It was an uncontrollable rhythm, intent on snuffing him out of existence, his gasps and groans forcing him deeper into the corners of his own mind.

"KYAAH~!? HNGH~!? FFFFFFF~!!!!!" he whined, legs slamming together as fat and muscle blossomed within the disappointingly flat thighs, sending them crashing outwards directly into the path of his cock. They weren't content to be male anymore, determined to be as large as humanly possible, stealing the mass of his legs and sending it all upwards.

His screams only grew louder as his clenching thighs simply continued growing, infected with thickness and size big enough to crush a man's head between them. That thought really got him going, the panicked moans starting to sound almost smug, and far more confident as the gigantic pillows squished together invitingly.

They got so big his hips shattered apart with loud CRUNCHes, Owen gasping as he came and more of the symbiote smothered his brain, running his hands down his body and squeezing his chest as he giggled, losing himself in the pool of euphoria that was claiming him.

His legs shook, a happy scream slipping free as they slammed back into the bed, swelling with untold power and muscle, the strength of a superheroine overwhelming his weak body. His mind couldn't handle it, the beat of the drums feeling like they were about to shatter the glass they was being played in, drool pouring from his mouth as his form thrashed and curled flexibly out of instinct, helpless as the final changes were subjected upon him.

It was hard to believe such strength could be contained within such a small package, especially one as lithe and slender as his supermodel-level bod, his cries sounding almost smug as he thrust his ass skywards. Each surge of fat added additional layers of bounce, only contributing to his beautiful figure, expanding and pushing the bodysuit as far as it could go.

His brain felt like it was being emptied of any unneeded fluff, the contents dripping out of his ears as the goo wrote in a new life, a new personality, a new woman altogether, the last of Owen that could even process what was happening simply letting it. The continued growth only caused pressure to build on his cock, eyes watering as it squirmed in panic, Gwen screaming like her whole band was reaching the climax of a song as it began to corkscrew inwards.

She came, she squealed, her mind going back as the thoughts and life of Gwen Stacy flooded in to replace it all. There was no fighting it, the changes striking her too hard and fast, the pressure building and building until it inverted with a final, definitive, and oh so satisfying POP.

She was left twitching in delight, gasping for breath as she slowly recovered from the intense orgasm, her body tingling with the aftershocks as awareness slowly returned to her hollowed-out mind. She pulled off her mask, gasping for breath as her sexy, feminine features were revealed to the world.

For a moment, she wondered just what she had been doing, but she remembered soon after. Just taking care of some stress after a hard day of balancing her job, school, and her double life. It was hard to do what she did, especially when wanting to start a band too, but it was worth it. She had to do her best to protect the city after all!

With that she leapt from her window, spinning in the air as she landed on the building below, using a web to pull her bag from out of the apartment as she checked her phone for any alerts. Sure enough, there was one. Something about a "Mysterio" being sighted in a nearby museum, which she was more than ready for thanks to her stress relief.

She smiled, putting on her mask and swinging into action. The city was about to witness another heroic rescue by the hands of its amazing Spider-Woman~!

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