AFF Fiction Portal
GroupsMembersexpand_more
person_addRegisterexpand_more

Penny Parker: Spider Reborn

By: Riley Ride
folder Comics › Misc - Crossovers
Rating: Adult ++
Chapters: 13
Views: 223
Reviews: 0
Recommended: 0
Currently Reading: 0
Disclaimer:

Characters and settings from the Marvel universe are the property of Marvel. This is a non-commercial work of fan fiction intended for adult audiences. This story explores themes of gender transformation and contains explicit content. Viewer discret

arrow_back Previous Next arrow_forward

Back to the Source

The decision crystallized in the quiet hours after midnight, when the heat had ebbed enough for coherent thought but not enough to let her sleep. Chasing leads as Spidergirl was one thing; waiting for the next hero to show up leering or offering “help” with wandering hands was another. She needed answers, and Doc Ock wasn’t going to hand them over politely. Better to hunt him down before the pheromones turned her into walking catnip for every enhanced sense in the city.

She’d start with what she knew: Ock liked isolation, machinery, water. His lairs were abandoned industrial spots, waterfront warehouses, underwater bases when he got dramatic. The gas canister had come from a Midtown lab raid, but he wouldn’t stick around there. Too exposed.

She suited up just before dawn, the fabric still feeling like betrayal against her skin. She’d scavenged duct tape and safety pins from the junk drawer to make crude adjustments—tightening the waist, trying to bind the chest down a little so she didn’t bounce out of every flip. It helped marginally. The mask stayed on; at least her face was still mostly hidden.

First stop: the East River docks near the old industrial piers. She swung low over the water, senses sharp. Spider-sense hummed faintly—not immediate danger, but residual traces. Burnt ozone, metal shavings, something chemical. Ock had been here, maybe not long ago.

She dropped onto a rusted crane arm, scanning the row of derelict warehouses. One had fresh scorch marks on the loading doors, tentacle gouges in the concrete like someone had pried them open in a hurry. Bingo.

Inside was dim, cavernous. Crates stacked haphazardly, old machinery draped in tarps. The air smelled of oil and singed wiring. Her enhanced vision picked out footprints—human shoes flanked by deeper impressions where tentacles had dragged. Leading to a makeshift staircase descending into a sub-level.

She webbed silently down, heart hammering. The lower level opened into a larger chamber: workbenches littered with vials, glowing monitors flickering with code, half-assembled devices that screamed “doomsday prototype.” In the center, a large cylindrical tank bubbled with the same shimmering residue as the gas that hit her. Empty now.

“Looking for something, my dear arachnid?”

The voice echoed from above. She spun, but too late—tentacles lashed out from the shadows, faster than before. One coiled around her waist, another pinning her arms. She thrashed, firing webs, but Ock had anticipated; the arms were coated in some non-stick polymer. She was yanked upward, dangling like a caught fly.

Doc Ock stepped into the light, his coat tattered, eyes gleaming behind cracked glasses. The tentacles writhed with unnatural grace.

“You’ve adapted… admirably,” he said, circling her slowly. His gaze raked over her new form, clinical at first, then something darker flickering in. “The compound exceeded expectations. Not just reversal of secondary sexual characteristics—full phenotypic shift. And those pheromones… exquisite. A side effect I hadn’t anticipated, but quite useful.”

“Let me go, Ock,” she growled, voice strained as the tentacle tightened around her midsection, pressing her breasts uncomfortably against the suit. “Reverse it. Now.”

He chuckled. “Why would I? You’re far more… interesting this way. The great Spider-Man, reduced to squirming in my grasp, body betraying you at every turn.” One tentacle tip traced the curve of her hip, almost curiously. “Tell me, does it burn? The need? I can smell it on you.”

Heat surged unbidden, traitorous. Her thighs clenched; a soft, involuntary sound escaped before she could stop it. Horror flooded her—part shame, part the insistent throb between her legs that his proximity only amplified.

“Stop,” she hissed, but it came out breathier than intended.

Ock leaned closer, breath hot against her mask. “The gas binds to your unique spider-enhanced physiology. It amplifies desire, lowers inhibitions. A perfect weapon… or perhaps a gift.” His tentacle slid higher, brushing the underside of her breast. Electric pleasure shot through her; she bit her lip hard enough to taste blood.

She forced focus. Spider-sense screamed—danger, but also opportunity. He was monologuing, classic villain mistake. She twisted, using the momentum to kick off a nearby beam, flipping in his grip. The tentacle around her waist loosened just enough.

She webbed his face, blinding him momentarily. Another web yanked a heavy chain from the ceiling—old hoist mechanism. It crashed down, forcing him to divert two tentacles to block it. She broke free, landing in a crouch.

But the brief contact had done something. The heat was roaring now, vision tunneling. Every movement rubbed the suit against swollen, aching nipples; the seam between her legs pressed maddeningly against slick heat.

Ock recovered, tentacles whipping. One caught her ankle, slamming her against a workbench. Pain flared, but so did need—sharp, overwhelming. She gasped, hips bucking involuntarily against nothing.

“You can fight it,” he taunted, “or give in. Imagine how good it would feel to stop resisting.”

She webbed his mouth shut, then his wrists—temporary, but enough. She staggered to the tank, scanning readouts. Antidote formulas scrolled by. Partial reversal possible, but unstable. Needed his notes.

She grabbed a tablet from the bench, stuffing it into a web-pouch. “This isn’t over, Ock.”

As she swung for the exit, he broke free enough to hurl a vial. It shattered at her feet—more gas. She held her breath, but traces seeped in. The world tilted; desire hit like a freight train.

She barely made it to the rooftop before collapsing against a vent. Hands shaking, she peeled back the mask, gulping air. Fingers drifted down without permission, pressing against the soaked fabric between her thighs. A whimper escaped.

Not here. Not now.

But the city lights blurred as another wave hit. She curled in on herself, rocking slightly, fighting the urge to just… finish what she’d started in the shower.

She needed help. Real help. But who could she trust not to take advantage?

The Avengers? Too many egos, too much temptation.

Reed Richards? Science, but the Fantastic Four were… intense.

Or maybe… she could synthesize something from the data herself. Hide out, work through it.

But the heat wasn’t waiting.

And somewhere below, Ock was laughing.

arrow_back Previous Next arrow_forward

Age Verification Required

This website contains adult content. You must be 18 years or older to access this site.

Are you 18 years of age or older?