Spider Girl And Iron MILF (Marvel TG) (Patreon)

It wasn't the first time Tony Stark had called Peter over to his compound, his voice partially annoyed, but also amused, the order not all that time sensitive since he had said to come over, "Whenever you have some free time today." Well with school out and the city having a rare lull in even petty crime, he decided to swing over quickly, still in his suit since even with anti paparazzi measures in place, all it'd take is one blind spot to have his identity all over the news and he didn't want his senior year filled with weirdoes figuring out what he did on the side. He almost delayed the meet up on purpose, but there was no real excuse and he had rushed over right after school let out and within a half hour, he was at the yawning doors of the mansion.

There was always a bit of awkwardness though when it came to these kinds of talks, usually some kind of disappointment being levied out as he tried to think of what he could have done that would require a talk as he entered the side entrance to Tony's upstate mansion. As he entered, there was a slight pressure, like he was pushing through an invisible gelatinous screen, his body buzzing as every hair stood on end, his suit staticy as he sighed from the minor shocks erupting over as a light tingle, missing the entrance announcement.

"Guest Analyzed. Pe-t-n-nelope Par-Sar-Stark recognized. Welcome home."

Peter felt weird, his skin getting that clammy feeling like gloved skin dipped in water, shifting his suit around to scratch at the spots of discomfort, pulling his mask off as he moved to the main atrium to get some air where sure enough, Tony was sitting on the modern couch in the middle, nursing a small glass. Something was off though, Peter scratching his hair as he tried to figure out what. It was a bunch of small things, Tony's legs clasped together, his dress pants halfway between shorts and khakis, the exposed calves hairless and the legs looking kind of merged, but there was more to it than just that.

Something about the way Tony was sitting was kind of... ah what was the word he was trying to think of? It didn't help that he kept having small hot flashes, the suit buzzing as piece by piece the fine downy hairs on his body sucked in, his brown mop of hair slick as it spread past his ears, the new roots still brown, but with a redder mahogany to them. Tony's shirt usually had the top button undone when he wasn't wearing a tie, but he had the top four down, his black v neck undershirt on display with a doily like fringe to the collar, his chest hair sparse, completely bare in a growing ring around his energy core pacemaker. Each time he blinked, he swore there was less and less hair, though what a weird thought, Tony never had much body hair, so why was he focusing so much on his hairless chest? He didn't want to seem weird so his eyes drifted to his mentor's fingers, the glass gripped tightly, a nail tapping against it impatiently. Wait, was that red nail polish on his index finger? W-Was it spreading to his other-

"What're you staring at?"

It only took a small interruption for Peter's train of thoughts to be scrambled, forgetting what he was worrying about as he brushed a bang away, still feeling annoyingly hot as Tony looked from him to the glass, sighing in annoyance.

"It's just root beer. R-OOMPH~t beer. Excuse me."

Tony covered his mouth from the burp, his goatee vanishing like a magic act as he lowered the hand, the fingers twitching every now and then as they slimmed and locked into a dainty palm.

"And besides this is about y-Oooh~ young lady. Er, I mean lad."

Another hiccup mixed with a moan, Tony shaking his head, shifting his legs to hide the awkward erection his mind was only half noticing as it stuck up slightly in his mini skirt. Peter was a little disturbed by the lump, but the more he stared, the less it seemed to stand out, his breathing a bit erratic as small sparks surged into his nipples, both squeezing against his suit.

"Do you know what I'm talking about?"

He shook his head, Tony sighing as he stood, his black socks creeping up his calves as he pulled up a small holographic screen.

"I know I gave you that suit when I added you to the Ave-NNGH!"

He paused, a charlie horse in his legs as he groaned, stretching out from toe to heel as his slender feet shrank in the thick carpeting, the pain resolving with a surge of pleasure as his curvy calves flexed under the sheer layer of knee high pantyhose.

"When you grew old enough, and I know I made it high tech and all, but you need to be smarter about how you use it."

He looked up, expecting Peter to understand, seeing only confusion between the chin length bangs that fringed Petere's face.

"You know I get diagnostic updates on the suits, and that inlcudes your... search history. And your browsing history. And well..."

Peter immediately stiffened up, his face contorting to a horrified pucker, nervously licking his lips as they plumped, his wide doey eyes utterly mortified.

"I-I only used it c-cause I was curious and one of the stakeouts was really boring a-and um-"

He was shifting about nervously, his knees angled together, the flush of embarrassment mixed with something else as his hips quietly spread, his angled, awkward movements tugging the suit tighter.

"Hey hey you don't have to justify it or whatever. It's not like I'm angry. God knows when I was your age I was pretty wild. I mean that's why I had y-oooOOOH~!"

For such a sudden, obvious moan, Peter hardly seemed to notice, Tony's body stiffening as something wet spilled down his pantyhose, the slightly loose material clinging to his thighs as he gripped his forehead. Something wasn't right, Tony finding it harder to think. The grip of his pantyhose tightened every time he tried to parse the irregularity, Peter a random kid he- NNGH A family friend's ki- AHH~ H-His... son?

"Ohhh~!"

Something popped, a singular ball left clutched, Tony continuing on unfazed.

"Anyways."

He flicked a stray cowlick back, swiping some sweat from his tweezed brows as more locks tickled the nape of his neck, Tony twirling a lock absentmindedly as it spooled in his fingers, choosing his next words carefully.

"Look I never gave you a proper talk about this kind of thing. I figured you were smart enough to get the gist of it all on your own, but I've been there. Hell sometimes when it's an hour to fly to the other side of the planet and I have nothing to do, I just go on autopilot and let the suit jerk me- AHHH~!"

There was another pop, Toni's mascaraed eyes shut as his lips twitched in ecstasy, gloss giving them a nice shine as he did his best not to fondle the hard shaft currently teasing his leaking lips below, the pantyhose bunching up enough as her nipples perked in the aroused heat of the moment. Shit he wasn't supposed to be horny, he had to teach his son a lesson.

"Well I'm sure you've found some of my toys whenever you needed some spare-"

"MOOOOOM! GROSS!"

The words left Penel's lips before he knew it, a gut reaction that confused him. Ugh why did his head feel like it was stuck in a fog today? There was something really wrong, r-really awkward to hear from his mento- men- mom about this explicit stuff. No that didn't feel right, but he couldn't think, the suit was quivering, rubbing his thighs and gently massaging his ass, almost like it was trying to turn him on, girly face flushed from all the weirdness he was feeling.

"I-I know about that stuff. You don't have to tell me. I mean I remember what you were mumbling about Uncle Steve a few years ago when you- Um, th-that's besides the point I don't need the talk! I'll never watch porn again!"

He was tripping over his own words, wanting to rush through this, the overwhelming urge that something was very wrong not leaving, his spider sense faintly ringing as the robotic legs attached to his suit gave a twitch.

Toni for his part looked amused.

"I'm not angry you looked at porn Penelope-"

"Ahh~!"

That name triggered a shock to Penel's body, the suit enacting an order as two of the spindly spider legs moved between his thighs, lightly poking the boy's balls as they slowly amped up pressure, Penelo wanting to vanish under the embarrassing pleasured assault as his trembling shoulders gave into the desire, slimming and shrinking with every heave. Like the other changes, it was like reality was being filtered, Toni not noticing his daughter's moans, continuing where he left off.

"What I am a bit annoyed at is that you did it on our suits' network. You do know how many viruses those sites carry? You could have really caused me a big headache."

Fittingly, he was having quite the throb in his forehead as he spoke, his eyes fluttering as they angled, widening, Toni glugging down the rest of his root beer, any signs of an Adam's Apple long since eradicated, a slight moan leaving him as he rested the cool glass against his nipples, condensation wetting the edge of his bra, though a question from Penelope took him out of it before he could indulge the arousal further.

"Viru- Wh-What do you mean viruses? I thought if our tech was hackable we'd know by now!"

He was panicking a little, unsure why, feeling like this was all the key to the weird feelings, moaning as the spider legs pressed harder, his balls starting to fold inside as his ass jiggled with every grope of the suit. Toni for his part laughed at the little outburst.

"Relax I've been running scans all day since something was detected. But you know how things've been since Ultron. That asshole left a bunch of backdoors in the system itself. Scummy little toaster. Couldn't just be a rogue AI, no he just had to mess up the internal protocols. But that's why we're having this talk. Who knows what could happen if our nanobots ever got hacked by something weir- MMPH NNGH A-AH~!"

While he smugly said this, his lips began to twitch, heat filling his shaft, the pantyhose finding little resistance as bit by bit his pride and joy was shoved inside, the billionaire barely suppressing his moans as the empty cups of his bra were slowly filled.

"Mmm~ t-tell me any boys in particular getting you interested?"

"Um u-um um-"

Penelo was struggling to hold on, unsure why he was so flustered, that wrongness amping up with every squeeze of his balls, his hips crunching outwards with a squeak as the rogue spider legs squished them half inside.

"Though don't be too surprised if they're all trying to get to me through you. What's that term people keep using? Oh right, I bet plenty of your classmates think I'm a MILF ri-IIIIGHT?!"

At the sound of MILF, the last of her cock was erased without a fight, Toni moaning as her innards were spread and filled, her breasts surging out as she leaned back, feeling a nice pop between her thighs and her spine as the world's richest woman genius felt refreshed, definitely needing to schedule some alone time though as she hadn't felt this horny for ages. But work came-

BEEP BEEP BEEP

"Hmm?"

The small holo screen she had showed a few progress bars stalled, the top row complete as it asked for her permission to finish something it was trying to rewrite. It apparently needed more force as she looked through the sub menus. Which project was this again? Eh she might as well say yes, she had work to get back to after losing time to that virus. It wasn't that much time, since she was a genius after all. Sometimes when she rushed it she'd miss a few small details but hey, no one's perfect.

"M-Mom you can't ask something like- No wait this isn't right something's AHH AH!"

Given full permission, the suit grew more blatant with its efforts to convert Penelop, the nano injections from when he entered filling his bloodstream with estrogen, the pointed ends of the suit's legs plunging roughly as they carved a new channel for his balls to slide into.

"Ahhh~ n-need to go to my r-OOOHM b-before I- EEK!"

God this was so awkward, Penelop busting at the squeeze of his own thighs, running upstairs as his mom headed towards the garage.

"Wow you really do take after me, and here I thought you'd stay pure till you left college. Well just use your phone if you need something to do it to. Anyways I have a board meeting to go to so dinner's in the fridge. Don't worry, mama won't be home for hours so have fun."

Ugh this was all wrong, Penelop struggling to think through the arousal, the suit groping him all over, hugging his sides to toned curves, the other two legs wrapping over his shoulders to tease his hardened nipples.

"S-STOP THAAAHT!"

It was strange, his arms going limp when he though of battering the arms away, the tight grip of the suit centering on his erection as he ran into a half finished room, the pink Xena bedspread sending more memories into his head as he fell onto it, moaning as the suit continued to tease and convert every inch. Crap the suit wouldn't stop doing... uh whatever it was doing and his body wasn't listening to him and her mom now knew what she masturbated too ugh that's so embarrassing.

"No no that's not my real thought that's n-aahht~ oh oh OH OH!"

She couldn't focus, her heated panting rising to squeaks as something felt like it was splitting her down below, terrible pleasure creeping up her core as her suit fell less with every breath, her chest surging with every edited thought, her thighs slick as she neared completion.

Her memories were being invaded, probably. It was hard to tell when it felt this good, when her mind was this cluttered. Without realizing it one of her hands joined in on teasing a rising breast, her other hovering over the shrinking bulge below. She was forgetting something important, her thoughts racing as she tried to remember what. Something about her mom, and things not feeling right. Well, yeah things had always been awkward, especially when she had spilled one of his experiments and ended up with spider powers after Toni had left it out on the counter after a late night bender or- No wait she had stayed with her Aunt hadn't she? Or um, um ahh god something was melting her brain her mind she was-

"KYAAAAA~!"

Penelope screamed as her gloved hand dove into the suit, fingering away her former cock, memories of having one vanishing almost as quickly as the organ itself as she rolled about in utter bliss. She felt amazing, every cell humming like it had just been rejuvenated, the experience oddly novel despite it not being her first. Though her satisfaction quickly faded to shame as she felt how wet her thighs were, the suit squishing as she moved about.

"K-Karen please activate cleaning protocols. A-And erase the logs please. Don't let mom know."

"Affirmative Penelope."

Of course this wasn't the end, just the start of a slow, but dangerous threat, the virus still active in the suit's millions of nanobots, Penelope and Toni unwittingly now vectors for malicious code that had one objective and one objective only.

HOT GIRLS IN YOUR AREA. BECOME ONE WITH THIS SIMPLE TRICK.

By the weekend Penelope's school would be an all girl's academy, and the Avengers would be an all girl's super team. Somewhere, the wrecked remnants of Ultron were laughing, seeing the virus spread, its dumb prank succeeding where he had failed, laughing up till green hair started sprouting, the confused robot glitching as the splicing of code sent the vector to him too, soon just a giggling green haired AI idol left, unsure why she had been laughing, but feeling really really good.

"And that's how the gender bent alternate reality became a thing."

Dr. Strange closed the portal, his lesson on why you should never mess with other timelines and the dangers of the multiverse finished.

"So they just stayed as girls?"

Peter was a bit confused.

"Wouldn't someone notice it eventually? I mean it's a virus right? Your magic-"

"Got incorporated into the tech. And I think all the people who noticed were enjoying the lesbian- ignore that. I don't know the specifics, it's not something we can really study since it's incredibly contagious, but that is why we had to quarantine it. Extreme caution must be-"

"Wait but isn't this magic? Like the viewing portal?"

"Yes it's magic but it only briefly connec-"

As he was saying it, he could see Petra's hair growing, his own hands painted as he felt up the now smooth contours of his cheeks.

"God dammit..."