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SPIDER-MAN

Tangled Web

Chapter 7

(Other Voices)

For the first time in a long time, Peter's senses were tingling for something that had nothing to do with his mutation. The eighteen year old stood in the living room of his apartment, eyes closed, filling his lungs with the scent of an actual pine tree and fresh citrus. A smile lingered across his lips, his heart beating at a little more relaxed pace in his chest. Winter break had finally arrived, letting the mantle of school slip away from his shoulders. It also meant that he could shift to his father's graveyard schedule, being awake before his father left for work and when he got back, crime fighting while he was gone and sleeping during the day. It felt like a far more natural fit for the way he was trying to live his life.

Peter stood by the Christmas tree, a cup of chocolate milk in his hand loaded with so much syrup it looked almost as black as the tight shirt covering his abdomen. The spider-symbol had melted into a white scramble of jagged intersecting lines like an inverted marble pattern - clearly some sort of stealth mode programmed into Harry's most advanced version of the Spider Suit. Baggy black pajamas hung around Peter's legs, hiding the rubbery pair of underwear that extended down from the shirt in the back, hugging his ass cheeks and cupping his groin in a way that had become so comfortable that he never thought about taking it off.

As the front door clicked, Peter was shaken from his thoughts. He turned to see his father coming through the door, hoisting two overstuffed reusable shopping bags at chest height. Despite the early hour, Hugo had been at work all night and shopping as the stores first opened. His cinnamon-tanned skin was rich, his black hair had a few more silver highlights, and his fit dad bod was clad in a sweatshirt from work. Peter moved over, easily lifting one bag to lighten the burden. Hugo looked up and grinned brightly. Despite the fact that he was not Peter's biological father, he took great pride in his adopted son. He made a soft noise, realizing after about two years of being the same height that Peter had stretched another inch. Not only that, his arms seemed to be built with more muscle and the rusty red patch of fuzz on his chin was getting thicker by the day.

“Look at my big, strong son helping his old father out…" Hugo said, carrying the one remaining bag over to the kitchen counter to put it down, “Did you stay up all night or get up early?" he asked, reaching in to start unpacking the groceries.

“Stayed up all night, like my dad." Peter said with a smile, bringing his own bag over. While many of the items were the staples of two adult men living in New York, there were some extra items to make a coconut based trail mix and to make hearty brownies, a tradition for them. Hugo chuckled a little.

“You know us Perez men… We are the night." Hugo smirked, although he arched an eyebrow, looking at Peter, “Although I never thought you took it so literally. I remember when you used to wear bright colors. Is this your Goth phase?" Hugo asked. Peter put on a mock-pained look.

“It's not a phase, dad." Peter said. Hugo chuckled at that a little.

“Well, you are eighteen now. You don't need my permission if you want to get a piercing or a tattoo. If it is a tattoo, though, please think about it for at least three days before you get one. It's not the sort of thing you want to regret the rest of your life." Hugo said.

“I didn't know you had any tattoos…" Peter said. Hugo shrugged.

“I didn't think long enough about where to put them either." he said. Peter winced and ducked away, laughing a little despite being creeped out. As he stumbled into the living room he realized he'd left the television on. Despite several days having passed, the news was still showing near back to back footage of the OsCorp Glider's perilous return to Earth after its incident in space. Peter sobered a little.

“I hope Harry and his dad are doing alright." Peter said. Hugo considered.

“Do you think they'd like some Perez Brownies when we're done?" Hugo asked. Peter smiled at that.

“Who wouldn't?" Peter grinned, moving over to grab the bag of dark chocolate morsels. He tore open the bag and tipped it back, letting several of the teardrop shaped treats fall on his tongue. Hugo reached out and took the bag back.

“My growing teenage son…" Hugo smirked. Peter's eyes flitted shut, his lips nearly smacking as his teeth gnashed through the chocolate. He had no idea why he'd gotten such a sweet tooth recently, but every time he ate chocolate it felt like his whole body was getting a warm hug. His shirt seemed to fit more snugly, hugging his pectorals and massaging his abdomen, slinging down his spine and caressing the small of his back. Peter wandered through the apartment, nearly in a daze, unaware of the way the material was shifting ever so slightly against his skin. It crept down his legs, turning his rubbery briefs into boxers beneath the cover of his pajama pants.

****

The New York skyline had changed forever when the OsCorp tower had been completed. It was a triumph of civil engineering, housing some of the most advanced technologies ever created. Its cement and glass and steel would stand the test of time for ages to come, easily outlasting the Empire State Building. Perhaps its timeless, titanic presence in the city was why the building almost seemed to chafe against the Christmas decorations. Carols filtered through the sound system in the building while green and gold wreaths hung on nearly every office door. Garland ran beneath guard rails and there were nearly twenty five trees just on the ground floor alone. Despite all that, the holiday spirit could not penetrate the office of Norman Osborne.

With the doors shut, early dawn light filtered in through the windows across the broad wooden desk. A crystal glass held the remnants of scotch and the flicker of a synthetic fireplace contrasted with the crisp and clean design lines projected on glass, acting almost like a form of holographic display. Norman leaned back in his chair, his eyes large and predatory as he looked at the design of the Glider - or rather at the numbers rapidly changing on either side of the design. On the left there was a rapidly morphing list of numbers associated with materials, medical and legal fees, consultants and engineers, transport costs to get the glider back. None of the numbers were good. On the right side of the display were OsCorp's stocks in volatile acrobatics.

“They see one weakness and they're circling like vultures…" Norman said, his voice filling the room with little effort. The early morning light seemed to make his features look sharper, from his chin to his cheekbones to his ears.

“It isn't just the investors, Norman. The universe itself tried to axe you…" The response wasn't a voice so much as an inner monologue, Norman's own voice inside his head and yet coming from a perspective different than his own.

“All I wanted to do was to explore and innovate…" Norman said, reaching for the glass. He tipped it back, draining the last of the scotch. As he lowered it, his mouth had reshaped into a far sharper sneer, his teeth almost looking sharper. As the dawn light shone in his eyes, the green almost seemed to be a golden-copper tone.

“That isn't the way of the universe, Norman. You can try to build it up, up, up and the universe will come to tear it all down. The people aren't any better. You have to succeed in spite of them, you have to thrive by making the universe beg for mercy." The other voice said through Norman's mouth. He licked his small lips for a moment before the muscles in his face relaxed some.

“But we survived, we made it back… Norman said simply. The hard expression returned with a vengeance.

“It was a wake up call, Norman! It was the loudest one yet. Your project with Octavious got ripped apart. Your project with Connors got dismantled. You took this one on yourself and you had to shut down an isotope generator while your ship was swiss cheesed. It's time to be bold!" The other voice said before the sharp sneer became a sharp grin, “What was it that Harry called going wild when he was little?" The other voice asked. A tender expression crossed Norman's face as he thought of his son, at least until the memory crystalized.

“Goblin mode…" Norman replied.

His face looked almost like a weapon as his angular cheekbones and chin were enhanced by that sharp grin.

“It's time to go Goblin Mode, Norman. The world won't be able to tear us down anymore. If it tries, we'll be ready with far more than a lucky landing." The voice said before Norman cackled, the laughter filling the office.

****

The security doors buzzed as they admitted Frances Barrison, her long black hair intricately braided to remain professional. Her flight suit had been replaced with her customary OsCorp lab coat, her black pants less common in the lab environment but still regulation. Her shoes were silent as she slipped along the tiled floor, approaching one of the first examination rooms. The far end of the hallway was capped by a window that looked out at the remains of the Glider, but the examination phase of looking at everything as it had laid was over. The dissection had begun.

The door to Lab 8A slid open as Frances moved in, joining scientists that had been working through the night. The asteroid fragments had been excised from the hull and brought onto backlit scanner tables. The jagged onyx like rock looked strange and alien. The outer edges were molten and sharp, but what surprised Frances at first inspection was how so little of the surfaces appeared to be broken or sheared. It was as if they had merely pierced the glider and stopped. Only one element in the very center of the table sitting up on a stand seemed to be broken. The screens behind it showed a hollowed interior. Frances tilted her head, her gray eyes analytical.

“Was it a gas pocket?" Frances asked. The other scientists looked up, one of them with dark rings under their eyes. They had apparently been pushing hard to get answers at the directive of their superiors.

“Actually we think it was a fluid, a liquid of sorts." One of the other scientists commented. Frances mused.

“Have there been any signs of foreign contamination to the Glider outside of the rock?" She asked. The scientists looked at each other.

“No ma'am, but we can look again." They said with a little anxiety in their voices. Frances shook her head.

“Write it down, but you all look weary." Frances said with her accent slipping through more, “I know the pressure is there, but don't let it kill you." She said softly. The team seemed to relax and brighten a bit at that.

Frances walked over to a display case on the far wall where their flight suits had been hung up and sealed. They looked a little worse for wear, especially Norman's. As she looked at them through the glass, her mind drifted back to the accident. The moments of impact had been harrowing, but so had the triage to bring everything back online and land. Her mind's eye filled with getting Norman out of the rear compartment, that harsh tang of gas spilling out of this suit. It had been so cloying, so artificial and tannic and sweet. But they had made it, they had landed, they had lived to tell another tale and it felt… good.

Frances started to hum as she thought about how well they had pulled victory from the jaws of defeat. It was a simple melody, but as it rose up through her throat it seemed to build and harmonize with itself. It spiraled and swirled before leaking out, muffled and constrained by her closed lips but unable to be held back. The other scientists in the room lifted their heads, their eyes dilating as their muscles relaxed. Frances continued to hum mildly to herself as she wandered along the display, looking at the tears and burns in Norman's suit. She sincerely hoped he was taking it easy and getting rest after all that.

As a thump came from behind Frances, her humming stopped. She turned around to see the scientists slumped across the table, asleep. One of them had curled up on the floor. Frances frowned a little at that.

“What poor souls…" She whispered. She moved silently across the room and pressed the intercom. “Hugh, this is Doctor Barrison. We still have the maternity room on level four, yes?" she asked.

“Yes Doctor, why?" A young male's voice on the other side asked.

“I want you to find more cots, we need to set it up as a rest station." Frances said.

“I'm not sure that's regulation, Doctor." The young man responded. Despite it being a verbal only intercom, Frances put on her best smile.

“But think of what a hero you'd be to these tired, worn out scientists… They would be so appreciative, and so would I…." Frances said, her voice oddly melodic in her statement. There was a scuffle on the intercom, the sound of a chair being scooted back.

“Yes ma'am, of course! Right away." The young man said before the intercom chirped off. Frances stood there, her finger floating just above the switch. Something felt different, but it was a good feeling. She smiled, closing her eyes, a faint discoloration of purple and green appearing along the sides of her neck for a moment before fading.

****

John Jameson moved down the sidewalk, clad in a thick olive green jacket with a hood pulled over his grayish brown hair and a mask protecting his face from the cold. His eyes were tired but focused as he navigated the way back to his apartment in Queens. It had been debriefing after debriefing for days. NASA had been content to let OsCorp accept all the risk and responsibility to push the boundaries of aeronautics forward but had swooped in to act like some sort of authority when things had gone wrong. JJ was sure it had been that irony more than the caffeine that had kept him awake for it all, but now as the afternoon crept on he had finally been released.

He trudged up the steps to the apartment entrance, used his key to get through the outer door and stepped inside. It wasn't until he eased the old wood and glass door shut that he realized just what an assault the city had been on his senses. The chaotic noise of the traffic and the pedestrians was muffled, as was the sharp smell of hot garbage and cold piss. The harsh daylight was held at bay and the cold wind wasn't trying to nip at him. JJ exhaled slowly, trying to let go of the stress he'd been holding on to since the incident.

The astronaut had made it halfway down the long hallway when the door across from his apartment eased open and a man in his early twenties leaned part way out. His neighbor Ali had the sort of hairstyle that had become rather popular in New York where it had been pulled back on top and worked into a short pom while the sides had been tapered. That being said, Ali was hirsute despite his age and the lower portion was as thick as most men aspired to have their actual hair. It blended seamlessly into a short, neatly kept beard that made his hazel eyes pop. Ali grinned a little, arching one thick eyebrow.

“Welcome back, Captain." Ali said. JJ reached up to pull down his hood and unclip his mask, shaking off the last of the street.

“My camouflage has failed again." JJ replied with a tired grin. Ali smirked.

“It's the scent, I could catch you a mile away." he retorted.

“And what exactly do I smell like?" JJ asked. Ali considered for a moment.

“Overwork, too much modesty, a bit too much starch in your shirt." Ali said. JJ laughed despite himself.

“Those are scents now?" he asked. Ali gave a genial smile.

“You want to take a load off and tell me all about it?" Ali offered. JJ considered.

“How about I catch a shower, change clothes, and you join me for dinner?" JJ countered. Ali let out a slight purr at that.

“That'll give me just enough time to finish the Daily Bugle's crossword." Ali said. JJ winced at that.

“C'mon, you know not to bring up my dad when I'm trying to flirt." JJ responded.

“A, I brought up your dad's business, not your dad. B, someone's gotta keep him in business. You go shower and change. I'll be over for dinner." Ali said. JJ nodded at that, moving to kiss Ali's fuzzy cheek as he passed before unlocking his own apartment and stepping inside. Shutting that door, he felt one more wave of relief at having the outside world sequestered even more.

****

The cool winter wind was punctuated by the familiar 'thwip' of webbing being shot out ahead of Spider-Man's swinging form. The web seemed a little thicker than it had been before, beading up at even intervals almost like some sort of barbed wire. Peter wasn't sure what exactly the change was, but the glands in his wrists felt unusually sensitive and the feeling of the thicker webs secreting out gave him a rush that settled in his groin. The black rubbery material cupped and held his half hard erection as he moved, the rich amber and gold of sunset soaking into the black suit.

Peter took his last big swing and launched himself outward, landing on the side of OsCorp tower. Clinging with ease, he stretched out his pointed fingertips and flexed his broad socked toes before he began to ascend, wall crawling with ease. The suit formed and flexed across his shoulders, his traps and his glutes. It seemed to contour around his ass cheeks more than any of his previous suits but Peter didn't mind. He was a superhero. He was powerful and handsome and sexy and going through… his goth phase? The earlier exchange echoed through his mind, the words repeating themselves. He heard his dad talking about getting piercings and how that idea had stuck with him as something dark and oily coiled up around his mind.

“We deserve to be unique, we are unique. We are powerful and sexy, we are so much more than we were apart." The voice was deep and soothing. The tendrils of thought curled tighter, sinking into the core of Peter's mind. One clawed hand drifted down to start groping and rubbing the bulge in his black suit, the material separating from itself to curve around his erection. What had been a barely constrained hard on was now a full on black rubbery tube sticking out from Spider-Man's groin. He curled his fingers around it and started to stroke himself off, up and down, thirty stories up from the ground.

The white splotches that represented eyes on Spider-Man's suit narrowed and closed as he jacked off, stroking his hand up and down with rapid succession. He felt the suit creak and stretch, growing longer and longer and longer… longer than seemed physically possible. Peter didn't care. He couldn't care. It felt so good, so right, so perfect, so - Peter's back arched, his shoulders tightened and somewhere in that abnormally large black shape he came. His salty seed was jettisoned at incredible speed, but it didn't soak out through the suit. His skin still felt dry. It was as if the cum simply disappeared, except that it hadn't. It had been absorbed into Venom.

The symbiote shuddered happily, tasting their bond, tasting their pleasure. Little by little they were becoming one forever. He'd increased Peter's libido and stamina, his body mass, his appetite. He was becoming the apex predator he was meant to be, as they were meant to be… as Venom's people had forbidden him to create. Venom's large shoulders rippled as he thought about his homeworld, where he had come from, and then his prison… Venom retreated into himself and Peter resumed his climb, making it up higher and higher until he hopped over the edge of Harry's balcony. Straightening up, he wandered up to the makeshift doorbell they had installed and he waited.

It only took a few moments for Harry to approach the balcony, a long coat nearly scraping the floor as it swept behind him, his pink hair ruffled up. He opened the balcony with a smile before freezing, his honey brown eyes widening with something between being startled and actually being afraid. The white splotches on Peter's mask went wide when he read the abject fear radiating off of his friend. He didn't just see it, he could smell it… A tang of cold sweat, adrenaline.

“Harry, what's wrong?!" Peter asked. Harry finally breathed, not realizing that he'd just frozen. He swallowed a bit.

“Peter, is that you?" Harry asked. Peter's head reared back a little.

“Of course it's me, what's going on with you?" Peter asked, reaching up to pull his mask up and back. The black material was a little stringy where it separated but once it split it pulled back easily, leaving Peter's mop of shaggy rust colored hair blowing in the wind. Despite the reassurance of a friendly face, Harry's expression went from one of relief to disappointment.

“Why didn't you tell me you got a new suit guy?" Harry asked. Peter blinked before he stepped down off the guardrail of the balcony.

“Are you okay? Did you stay up for two days straight again? What are you talking about? You're my suit guy!" Peter said. Harry shook his head, turning on his heel and moving back into the warmth of his room.

“Peter, you've never had a suit last this long without needing repairs and that is CLEARLY not one of my designs. Where's the color? The flash? Where's the web striping?" Harry asked. Peter followed after him, wincing as he remembered to go back and shut the balcony door before resuming his pursuit of his best friend.

“This is the exact same suit I got from your printer the last time, back when your dad was in the hospital. I have to admit, it's thrown some surprises at me, but I thought you'd just taken it to the next level. I mean, I've been practically living in this thing. My dad joked that I was going through a goth phase, but maybe your printer just ran out of ink?" Peter asked before looking down at his chest. The white emblem rested on the black material, but Harry was right. The pinstriping of webs that usually hugged his ribs was absent, as were the lines on his arms and legs. Had they worn off? Had they just faded away when he wasn't paying attention?

“So you swear, on the Spidey's Oath, that you don't have another costume designer stashed away somewhere?" Harry asked, turning to face him again. Peter held up his hand as if he was about to launch a web.

“I solemnly swear." Peter replied. Harry let out a skeptical noise but he approached Peter, reaching out to touch it. When his finger failed to press in very deeply, he made another noise and shook his head.

“That isn't my stuff. It's not stretchy enough." Harry said. Peter shook his head in disagreement.

“Listen, it is PLENTY stretchy. It is the most adaptable fabric I've ever had in my life. Spider mode, civilian mode, daytime, night time, it never chafes and it never pinches and it never rides up unless I want it to. Harry, I'm really worried… I remember you telling me that this is the last suit I'd ever need, that it would fit me like a glove or-" Peter's confidence melted away like ice water on an early summer's day. “You didn't say that. You couldn't have. You were with your dad at the hospital when I got it…." Peter whispered, “If you didn't make this, where did it come from?"

“We're going to figure this out, okay buddy?" Harry said. He grabbed his chair and swung it over to his computer, sinking down onto the cushion. In moments his fingers were rapidly flying over the keyboard, unlocking the security system to get into the fabric printer.

“I had this suit the last time I was here, but… uh, you were distracted." Peter said, eyes squinting, “And I think it still had the web design then." he added. Harry blushed a little.

“Yeah, I don't remember much from the Rhino incident. I was way out of whack." Harry said, finally getting into the system. Alerts popped up on one side alerting Harry to the fact that the reservoirs and spools were empty. Harry's lips pursed. “There should have been enough for two or three suits in there…" He muttered before pulling up the actual logs. There were a few lines of blue text about the machine warming up and priming itself, aligning the elements before the log registered countless errors that filled the screen with red. It registered clogs in the reservoirs, lines and jets. Flow errors, pressure problems, even damage done to the pieces that turned the machine off if it detected catastrophic errors. Harry slowly turned his chair, coming face to glistening black navel with his best friend. He slowly looked up at Peter. Peter looked back down at Harry.

“You have no idea where this thing came from, do you?" Peter asked softly.

“Not yet, but I swear to you that we're going to get some answers." Harry replied.

****

When JJ had been on his way back home, his fatigue had transformed into sensory overload. All he had been thinking about was shutting out the world and sleeping. Just seeing Ali had changed that and dinner had been a transformative experience. They were both good at keeping their relationship down low in public, they were even better at flirting, but something about dinner had set it all off. It was as if JJ could smell how much Ali wanted and needed him. They hadn't even made it to dessert by the time they were stumbling through the door into JJ's room, kissing and rubbing and tearing at each other's clothing.

Hot, fast breaths blasted out of JJ's nostrils as Ali plucked the shirt from him. His grayish-brown hair was mussed, his recently showered body already smelling of sweat, an unusual amount of stubble adding a foggy haze to his cheeks. Ali's clothing stretched and snapped off as JJ removed the athletic wear, tossing it to the floor. Their lips tangled, their tongues wrestled. JJ broke the kiss and brought his face into the crook of Ali's neck. He inhaled the aroma, parted his lips and bit gently.

“Oh, wildman!" Ali murmured in excitement. His astronaut boyfriend was normally so professional and reserved, even restrained. JJ gave him a grin, picking the other man up before all but tossing him onto the bed. Ali laughed and giggled, bouncing a little on the mattress. He pushed himself up onto all fours and then gasped as JJ pulled his underwear down, revealing his pert, muscled bubble butt. JJ stood there for a moment in appreciation.

Ali's natural hirsute qualities didn't just end at his waistline. The cheeks were dark and fuzzy, just like his legs. JJ couldn't begin to describe why that turned him on, but Ali was dripping with masculinity… and yet he was the bottom, the submissive, which obviously meant that JJ was the dominant one, the true male, the… alpha. JJ let out a soft growl, using his hands to massage Ali's ass cheeks, then his lower back, working his way up. Ali moaned, arching his back a little, his manhood swelling and bloating beneath him.

The massage continued without either of the men realizing that JJ had not drawn the curtains over his window. The fading sun did nothing to diminish the New York lights, but there was an extra glimmer as the full moon rose over the skyline. As old as the city was, nothing was as ancient as the glowing pearl stone rising in the sky. It was a symbol of night powered by the day, its waxing powers credited for chaos and uncertainty. It affected a push and pull on the world, and as the moonlight began to trace across JJ's shoulders, tiny grayish-brown hairs began to prickle out and create a sheen of fuzz.

“Ali…" JJ whispered, continuing the exploration of his partner's body with his hands. Ali shifted his weight, bringing that bubble butt back to rest against the groin of his lover.

“Jonathan…" Ali replied before flexing his cheeks. JJ had wanted to pace himself, to stretch it all out, but feeling that coaxing brought him right to the edge. JJ snarled in delight, shedding the very last of his clothing. He actually tore his underwear free, throwing the shredded garment to the floor. One hand came down sharply, grabbing onto Ali's hips, keeping him in place as he let gravity draw his erection down from where it was resting against his unusually hairy navel before it was wobbling forward, ready to claim its prize.

With one hand still on Ali's hips, he used the other to gently caress and pull Ali's hairy cheek out of the way to reveal a slightly dark ring of hungry flesh begging to be filled. They had both acknowledged how hard it would have been for JJ to come out of the closet. Between his conservative father and the even more conservative views in flight school, it had seemed a natural choice… but in this moment all that effort seemed insane. He was an Alpha male, this was his partner. It was simply nature.

Reaching out to the nightstand, JJ gave his lotion a quick squirt and used that to give his shaft a few quick strokes. The hard, hot flesh glistened with the lubricant. As animalistic as he felt, he didn't want to destroy Ali. He brought his shaft to rub between those cheeks, spreading the lube across that hungry hole. Ali gasped sharply at that, his fingers curling and digging into the sheets. He tried to glance over his shoulder but the angle just didn't work. What he couldn't see was that the fur was spreading across JJ's shoulders and creeping down his spine, joining the unusually thick fuzz claiming his own ass. The hair on his legs was growing so thick that it almost made him look like he was wearing fur leggings.

JJ growled a little under his breath, bringing the fat head of his cock to Ali's sphincter. It was amazing how large he was, he didn't even feel fully hard yet. With one galant thrust, he slid a third of the way in. With a little back and forth he got to half way, three quarters, then nearly all the way in. Ali's breathing increased, his lungs filling with air as his pucker was stretched wider and wider. He tried to move his body in rhythm with JJ, contrasting by pushing back as the astronaut pushed forward.

A moan escaped JJ's lips. He appreciated form and function. Ali was a well oiled, hairy fuck machine. Every muscle and ligament bent to that purpose. As they sped up and went deeper, JJ shifted his grip, sliding one hand around his neighbor's waist. His fingers slipped around his partner's shaft, giving it a good squeeze and several strokes. Ali's motions shifted seamlessly, moving from a back and forth piston to a more fluid elliptical pattern that let his cock and ass each get equal motion.

Each of JJ's thrusts brought with it a grunt or a growl. The hand on Ali's left hip dug in, the nails bringing pinpricks of pain. Ali was surprised, but strangely delighted. JJ was such a gentleman usually. Finding a rougher side was a bit of a turn on. Ali began to clench and unclench his ass, trying to get the muscles to milk JJ and inspire him to go deeper. JJ threw his head back, panting hard. His lips parted, revealing teeth that weren't quite human anymore. His canines stretched to sharp points, but the rest of his teeth were looking more carnivorous too.

The moonlight continued to pour across JJ as his crew cut grew shaggy and wild, unspooling from his scalp. His ears throbbed and ached, stretching into points. His nostrils flared, the flesh darkening around them. As JJ breathed, he smelled the distant tang of that strange odor from the Glider, the smell that had filled the cabin after they'd pulled Mister Osborn from the back section. It filled his sinuses, his lungs, his cells! He took another breath and filled his lungs with Ali's scent instead, letting it saturate his brain.

Thrust after thrust, JJ was picking up speed. The modest amount of lube had not been nearly enough. The friction built and built, but it was more than that. The heat wasn't just skin deep. It spread into JJ's shaft, running back into his groin and pooling around his balls. The already impressive shaft began to ache and twitch before swelling longer and wider, prying Ali's ass even further apart. JJ closed his eyes, having to imagine the sublime body bent over before him doggy style. Every beat of his heart spread that heat from head to toe and from cock to fingertips.

Spurred on by the pleasure, JJ only sped up. The friction turned into something else as every fleeting glance of his dick revealed that the flesh was taking on a crimson hue. Ali moaned as his body rocked back and forth but JJ was grunting, bearing his fangs, feeling fur sprouting across the back of his pointed ears. JJ kept going, using reactions faster than any he'd done in the air force. The veins along his neck and temples bulged and every time his cock slid out of Ali's ass, it had changed even more.

Once a model specimen of the perfect human form, the cylindrical shape of JJ's cock had started to curve and bend. The thick mushroom shaped tip had stretched out like a growing bulb, honing into a pointed tip that tapered to his curved shaft. The flesh turned red and rubbery, veins bulging along its length just as it did on his neck. What had been a natural stretch to some of the skin on his dick began to get massaged and pushed down, gathering around a particularly dense knot of flesh at the base of his dick. As it gathered, the surplus flesh began to grow moist and soft where it touched his dick while the exterior bristled with soft gray fur.

It almost sounded as if JJ was exercising from the way he was breathing so hard. Every thrust was burning away all thought and reason. He stopped trying to keep his lips shut, letting them part to reveal the fangs that were bladed weapons. The color had burned in his eyes, turning the irises the color of molten gold. His sense of duty was long gone, but even his desire to pleasure Ali ahead of himself had been replaced with the blind impulse to rut and to mate.

“JJ, oh JJ!" Ali howled, panting, groaning, his eyes rolling into the back of his head. A string of precum was dribbling out of his own brown cock, trailing the clear goo across the white sheets. His howls only encouraged JJ on. His jaw hung open more, drool leaking from the corners of his lips as his jaw began to pop and snap, his mouth pushing forward beneath his reshaping nose. The nostrils turned black and rubbery, the bridge to his nose broadening and flattening. His hearing grew muffled, filling his skull with the sound of his own heartbeat as his pointed ears shifted higher on his head. His old ear canal healed shut, a new one forming as the ears reached their new destination.

One of the things Ali had liked most about JJ was that he was a prime slab of Grade A American beef. His training and conditioning kept him in peak shape, but now that was being dialed up to the next level. JJ's shoulders popped as they broadened. His pecs filled and sagged with more muscle, his washboard abs turning rock hard before the fur spread up and covered it in a gray velvety coating. Every swing of his sack brought more heft and mass as his balls grew fuller, rounder and heavier. The flesh covering them soon was furry and soft.

Even JJ's classic handsome face was growing unrecognizable. His growing muzzle and canine nose prickled with hundreds, then thousands of brownish-gray hairs. The fur swept across his jaw, his chin, climbed his cheeks and surrounded his eyes. It filled out rapidly, eroding every inch of human skin. The fur spilled down his throat and neck, growing into the thick mane that already had spread across his shoulders. Even his ass was covered completely in fur now, all the way from the long cleft to the wriggling nub of fuzzy flesh that was rapidly extending outward into a tail.

Without showing any signs of stopping, JJ thrust his canine cock deep into Ali's ass even as his ribs creaked and cartilage popped. JJ sniffed and snarled, feeling amazing… and yet something was missing. He was becoming the beast he was meant to be, a true wolfman, but… if Ali was to be his partner, then he needed more. He snarled and growled, more drool leaking from his fangs. He leaned down, sniffing at Ali's shoulder. Ali gasped a little, feeling a wet nose where he might have expected a tongue. JJ opened his muzzle wide, bore his fangs and came down to bite Ali's shoulder.

Ali groaned out, first in pain and shock, but then in a heady lust as his brain began to swim in a glittering fever. His lover's fangs were still buried in his shoulder, but he began to feel incredibly good. His nipples began to throb and ache, swelling and fattening, growing plumper and fuller as his pecs rounded and protruded more. His already rock hard cock began to swell and stretch and grow again. Ali's vision grew fuzzy as the brown of his eyes turned to gold and his mouth began to produce more saliva than he could contain.

Sensing the first changes in Ali, JJ released the bite. He pulled back and licked his lips even as his hands ached and stung. His nails darkened from ivory to black, flesh rapidly growing across the top of his nails just before they surged forward and down, curving into claws. His palms broadened as his fingers lengthened, his furry wrists growing thick. Even his fingertips grew puffy with the black leathery flesh of paw pads. Ali tried to understand the sensations of those animal paws on his flanks, but he was feeling his own changes.

Having been so focused on JJ's abnormally huge cock spelunking his ass, he hadn't given up on jacking his own cock off. As his hand continued to drift up and down, it found his familiar tool almost that of a stranger. The hand working it was calloused and rough and the shaft was rubbery, engorged and almost inhuman. Ali panted hard, drool leaking into a dense black beard that was rapidly thickening. Despite how horny and dizzy he felt, he forced his head to turn, to look back. He wasn't sure what he had expected, and few would have suspected to see themselves getting fucked by a wolfman, but even as Ali saw it, it somehow felt right…

JJ's bare feet dug into the shag carpeting, his claws curving out of his broadening toes. His arches arched higher, his heels spread wider and fur swept down to coat them both aside from his new paw pads. Using his new leverage, JJ only fucked Ali harder, shaking the man forward and back. Ali snarled, his own nails slicing into the sheets as they turned black and grew sharp. Ali had already been so hairy that it only took seconds for new fur to eclipse his skin. His shoulders turned black, then his back, his legs, his arms. Soon the black fur swept up his throat, merging into his thick beard.

Ali threw his head one way, then the other as it crunched and cracked, stretching into a muzzle. His ears twitched several times as they pushed into points and migrated up to the top of his now canine skull. With a few more powerful thrusts, JJ felt the unmistakable rush begin to spark through his brain. His prostate vibrated, his balls ached. He gave one last surge to his hips, burying his mutated dog dick deep inside Ali before he threw his head back and howled loudly.

Gasping for breath, body freezing, Ali felt the most miraculous rush of heat spread into his guts. The way it blossomed, the way it filled everything, the incredible pressure was as shocking as it was heavenly. New crunching and shifting came as Ali's tailbone broke free of his pelvis, pushing out and growing furrier even as it was pinned to his spine by the brownish-gray werewolf fucking him. JJ held himself deep, filling Ali's intestines. The heat was amazing, so amazing that Ali simply couldn't hold back either.

While JJ had erupted like a geyser, Ali came like high tide. Silky, syrupy silver seed poured out without any hint of stopping, soaking the sheets beneath them. They wriggled and writhed, tangled and locked together. JJ held Ali and Ali did everything he could to stay up on all fours until, at last, he simply couldn't. One arm gave out first and he went toppling forward, collapsing to the bed. JJ realized only too late that his cock had knotted itself inside his partner's ass and when Ali went down, so too did he.

The two crashed into the sperm soaked sheets, panting and gasping for breath, a tangle of muscle and fur, glistening in the moonlight. With the swollen knot binding them together, the two shifted slightly, trying to get comfortable. They curled up against one another, feeling their new fur coats act almost like a blanket. JJ found the crook of Ali's neck again, licking at it softly. His tongue tasted the faint tang of blood from where he had bit his partner, but already the flesh was mending. Their golden eyes closed, their breathing slowly synchronizing. Neither dared to let their brains disrupt the peace by thinking. They merely existed, two souls connected together in a strange and entirely new way.

****

Scratching, scraping and clicking came from the ceiling tiles above Harry's room. The source of the sound was apparent as Harry was half visible standing on a ladder, his upper half inserted into the space between the drop ceiling and the actual ceiling. He wore a pair of glasses with lights on them as he examined the mechanisms that fed into the fabric printer. He paused every so often, comparing what he was looking at to the schematics on the tablet. Reaching out, he unscrewed one of the reservoirs that held the component materials. Flipping the empty jar over, he looked at the nozzle. The nozzle had been eroded away, but it lacked the etching or discoloration of acid. It looked almost as if it had been worn away mechanically from friction… grinding, sanding, rubbing, he wasn't sure.

While Harry continued to dig through the guts of his machine, Peter sat on the foot of his best friend's bed, looking down at his black clad body. He racked his brain, trying to replay everything that had happened since the day he'd gotten his new suit. Every moment had been a joy, so much so that it should have been a warning something was wrong. It had felt glorious when it had been printed onto his body. He'd enjoyed himself then, on the roofs, back home in his bedroom, on the sides of buildings… but most of all, it had adapted to him. It had become casual clothing that he could wear to school and in front of his dad. It understood him, it understood them.

Peter's eyebrows quirked at that thought. He held out his hand, looking at his wrist and then flipping it over to look at the white square that had appeared on the back of his hand. He remembered the original design. The suit had come out looking just like his own costume but in all black and white. It had changed over time, dropping elements until it was splotchy eyes, a white spider symbol, the white squares… He hadn't told it to do that, and he'd barely thought about anything when it had become casual clothing. It had changed density, texture and design all while remaining breathable and contouring.

Leaning over, Peter grabbed a pair of scissors from Harry's desk. He opened the blades and aimed it carefully for a portion of the black material just above his left knee. Applying the blade to the black rubber, he started to squeeze… and squeeze… and squeeze. Peter's eyes narrowed a bit as he put his muscles into it, tapping into his spider strength. The blades started to bend and the joint in the middle gave out, reducing the pair of scissors to two single pieces. Peter grimaced at that. He'd have to get Harry another set, but he needed to know what this stuff was.

Peter stood up from the bed. He reached up to his collar and began to pull at it. For a moment the black rubbery material stretched and cooperated. Peter grinned at that. Maybe it wouldn't be so hard to pull it all off of his body and - as soon as Peter had that thought, the collar snapped back against his collar bone.More than that, the material tapered to be thinner along the seam. Peter's fingers couldn't get under the edge to try and remove it again. Peter's eyes widened.

“Harry, I think… it is aware." Peter said softly.

“Yeah, you're wearing it…" Harry murmured from the ceiling.

“No, it's aware, like it knows I was trying to take it off." Peter replied. There was more scraping and clicking before Harry climbed down a few steps, looking over at him.

“You were trying to take it off?" Harry asked.

“And it resisted." Peter replied. Harry's brows furrowed at that. Peter gestured over to the broken scissors, “And I couldn't get a sample either." he added. Harry climbed the rest of the way down, moving over to his friend.

“Whatever it is, it came in through the service lines. It infiltrated the printer and used it as a way to get spread all over you. You've been wearing it day and night ever since and it has changed itself to fit your circumstances, to try and blend in?" Harry asked. Peter nodded.

“And I think it influenced my dreams to reassure me and calm me down, to make me think you made it." Peter added. Harry slowly circled around Peter, trying not to get distracted by the rather intimate contours the suit made around his ass and groin.

“Have you noticed any side effects? You said it didn't chafe, so no rashes or inflammation?" Harry asked. Peter thought about it, reaching to rub his chin, a little surprised by how thick his goatee was getting. Realizing that, he winced a little.

“I think I had a growth spurt. I'm eating a lot more, my dad said I was taller, I'm feeling stronger and heavier. My webbing changed to a different style." Peter said. Harry looked up, squinting a little. Almost everyone in their grade level was taller than him, but he could see the size difference now that he was looking for it.

“You said you're eating more, but are you eating anything different? Cravings? Unusual changes in what you like to eat?" Harry asked.

“Chocolate…" Peter said without hesitation. As he mentioned the word it was almost as if the suit started to massage against his skin and make him feel good. Harry continued to circle his best friend, watching the suit.

“So on the one hand we have several ways in which the suit is benefitting you and giving you an advantage. We see no apparent cost or downside at this time. The suit is, however, going to great lengths to camouflage itself against you and others and it clearly doesn't want to be removed. It is clearly gaining something in being bonded with you and is willing to share these benefits with you to achieve that bond." Harry said.

“A symbiote…" Peter murmured. Harry shrugged.

“Symbiote, symbiont, different words for different origins." Harry said, “I am concerned that it won't let you remove it, but if it isn't causing any downsides I guess we can try to learn more about it on the fly. At least it isn't a parasite."

“I feel kind of bad. I just came here to check on you and your dad and we got distracted by all of this." Peter said. Harry opened his mouth to speak but then paused. His mouth closed and he moved over to his computer. His hand typed a few words, hesitated, and then started moving a lot faster. The computer churned and processed the commands. Peter stepped up behind him. “What is it?" he asked.

“You got your new suit when all of OsCorp was dealing with the Glider mission. Whatever that suit is, it ate its way into my room. It had to come from somewhere, and if it did, it might have left clues." Harry said. After another moment a new window popped up with maintenance requests. Harry grinned a little, cross referencing the requests with a schematic of OsCorp tower. “Most CEO's try to save every nickel and dime and look for bulk rate prices on the day to day expenses, but that's not how my dad rolls." Harry straightened up and did his best to set his jaw to pronounce his chin, “If you buy a cheap pair of shoes, you'll end up buying ten pair for the price one good pair cost." Harry said in an imitation of his father's voice.

“So if you buy quality, you don't have to replace it as often." Peter smiled. Harry nodded.

“Exactly. Not only that, but quality parts tend to last around the same amount of time before they fail. That's what makes this series of replacement parts unusual. Gaskets, seals, conduit housing. It draws a line all the way from my room to…" Harry drew his finger down the screen, “The hangar bay…" he said. Peter looked at the screen, then down at his suit.

“This thing came back on the Glider? The Glider that was in space?" Peter asked. Harry took a breath, turning to look at his friend's rather impressive pectorals.

“I think you picked up an alien hitchhiker." Harry said. Peter stood there in shock.

****

Norman Osborn had made an empire out of being the right mix of charismatic and direct. He knew when to be gentle and when to go in for the kill and it had always been a sort of instinct, but now? Now his instinct was faulty. Something was wrong, something was changing. His normally well voided hair was mussed with stray strands falling across his forehead. His eyes, always large when he got excited, seemed unfocused and like they were searching for something. His thin lips murmured and muttered as the competing voices tried to persuade him into one action or another. Even his monitor was filled with too many tabs and windows. He was moving back and forth between the space mission and hazard reports about the gas that had reacted in his suit and prototypes his company had considered for protective armor.

“Roxxon will really get their Rocks off to seeing you struggle like this, Norman…" He muttered to himself.

“That's an overreaction. The public loved that we got home safe." He soothed.

“Oh sure, they love that you got home safe. That doesn't mean they trust you anymore. Who wants to take a luxury tourist ride in a ship that will get swiss cheesed on its first outing?" he asked himself. A sudden buzz came from the intercom, snapping Norman out of his spiral. He straightened his spine, his eyes suddenly refocusing as he reached out to touch the button on the small box mounted to his desk.

“Jaylen, I said I didn't want to be disturbed." Norman said.

“Would you not even make an exception for me, Norman?" A soft, melodic voice asked with just the hint of a french accent. Norman immediately knew who it was, though he was perplexed. He pressed the button to open the door and watched the massive mahogany structures part and pull inward, revealing the view to the space outside his office. Jaylen was there, though his eyes were vacant. A dreamy look filled his carob colored eyes and his pouty lips were parted. Frances stood on the other side of the round desk, smiling at the intern before she turned and looked right at Norman.

While Frances' intricate hair had remained the same, colorful scales now traced down the contours of her neck, disappearing beneath a rather elegant shimmering blue dress. Her nails seemed unusual, stretched out to points and an inky black. She flashed Norman a smile, revealing that she'd done up her lips in a metallic lavender color. Leaning over to Jaylen, she whispered something and the intern flopped back into his chair and promptly fell asleep. With that done, she turn and strode into Norman's office with a confidence he found both intoxicating and alarming.

“Frances Louise Barrison…"He repeated, almost as if confirming that it was actually her. Frances gave a faint curtsey at that. Norman's eyes narrowed a little but he focused on the discoloration on her neck. It was more than ornamental. It seemed to be completely biological.

“Normally I would be flattered to have a man study me so intently, but I don't think we can afford the time." Frances replied. Norman's eyebrow arched.

“Is there an appointment that didn't get added to my calendar? I would ask my intern but it seems you put him to sleep with the power of your voice…" Norman said. Frances pursed her lips for a moment.

“Don't tell me you haven't felt it yet, Norman… We came back changed. We came back different. I can feel it swimming through me. Fester broke the exercise equipment during his physical. JJ's dropped off the grid and he never does that. What is it, what did you get?" Frances asked, her gray eyes studying him intently, trying to pick out any change or any difference no matter how small. Norman looked Frances up and down, that old sharp smile crossing his angular face once more.

“I got an opportunity to rise up stronger than ever before…" Norman replied simply.

****

There was normally an electric thrill for Peter as he navigated the concrete jungle of the five boroughs, but the journey back from OsCorp tower was feeling more like a schlep. The Christmas lights sparkled against a backdrop of grime, wreaths were hung on doorways as the normally stoic citizens were even more grim. The holiday music came from stores where people didn't want to listen to it rather than those that were enjoying it. Peter's jaw felt tight as he swung through the city, shooting out the thick web to anchor himself from arc to arc. No, it wasn't the season that felt off, it was him…

How had he so blindly accepted this symbiote? He didn't even know what it was - at least not really. It had influenced his dreams, and the more he thought about it, it had influenced his actions. He'd been far more brutal outside the biker bar than he normally would have been. He'd gone over to Harry's to reassure him and check on his dad. All he'd managed to do was worry his best friend and propel them both into a mystery. The suit didn't even let them get a sample of it for study, it resisted any attempt to-

“We are Venom..." The voice resounded inside Peter's head, both in his ears and in his brain. It was jarring enough that Peter missed his next anchor and instead held onto the previous web, taking a long arcing circle until he slid and skidded to a stop against an apartment building. He winced until he realized that he'd barely felt the impact. He panted a little at that. Had the suit said that, thought that or both?

“Is that your name?" Peter asked, still panting a little, “Did you give it to yourself or were you named?" he asked. The suit constricted a little against his body. He felt the mask shifting over his face as a seam formed across his lips, pulling apart with stretchy strings. The strings hardened and changed color, turning into sharp white fangs. Peter gasped a little, feeling tendrils curl back along the corners of his lips, a sweet-savory slime pouring across his tongue to coat it, stretching out far past the end of his normal tongue.

“That is our name, we are Venom…" The suit responded. Peter grabbed onto the wall for support as his mind filled with a surreal image of looking down at his own body from above before coming down, leaking and melting, coating himself. He felt echoes of his spider sense, then swirling webs of black vapor that turned into tendrils and tentacles, plunging deeper. He saw his orange Spider-Man suit draining of color until it was black and white, then even the white diminished. Out of it all, though, the sharp legged emblem on his chest remained, growing sharper and larger across an expanding muscled chest.

“Symbiote…" Peter murmured to himself, “You became a part of me, and if I'm a spider, then that makes you-"

“US." Venom replied sharply.

“Okay, that makes us… Venom." Peter said. As soon as the words left his lips, he felt the suit begin to contour and massage across his body in a way he had not even imagined was possible. It felt like a full body massage and he sagged down a few feet on his web before catching himself again.

“Yes, we are Venom…." The symbiote purred, “And we can be whatever we want to be."

“And what do we want to do?" Peter asked. There was a momentary pause before Peter felt an icy cold sweep across him, sinking into his bones until they felt like they would fracture and shatter into dust. He felt dizzy, spinning endlessly as the stars circled and circled and circled. He was cold and alone and trapped, feeling squeezed so tight that he felt like he was going to pop. Only a distant glinting light offered refuge, offered any sort of hope. He could only see it when his prison spun into the right angle, but then he saw it… the Glider. Peter closed his eyes as he felt impact, warmth, light, and radiation.

“We want to be free… We never want to be alone again." Venom replied slowly. Peter lifted a clawed hand up, resting it gently on the emblem on his chest.

“Yo-" Peter caught himself, “We don't have to be alone now. We found each other." Peter said softly. Again the suit seemed to massage him, practically purring. Peter hoped he wasn't going to regret this, but at the moment Venom simply seemed lost and lonely. Honestly, he could relate. “Let's go home, Dad will be getting up soon and we can eat before he goes to work." Peter explained.

“We would like more chocolate." Venom said.

“Chocolate isn't really a breakfast food…" Peter explained.

“Then we want the brains of our enemies!" Venom declared. Peter winced again.

“On second thought, I'm sure we can find some more chocolate." he said, exhaling a bit. Pushing off the building with his powerful legs, Spider-Man swung out between the buildings. As he lined up his shot, he ejected another powerful tether of webbing and began swinging back towards home. Whatever this new relationship was, he was going to have to get used to having other voices inside his head.