Chapter 3 - Spider-Women

Chapter 3 – Spider-Women

Jessica Drew, the first Spider-Woman entered her apartment, pushing her pram with her son in it.

Just as she shut the door, she immediately went on alert, a reaction honed from years as a superheroine.

“Who is there?” she asked, shielding her child and preparing to fight.

“It’s me Jessica” a cold voice answered from her armchair.

“Spidey?” Jessica asked, shocked at someone wearing Spider-man’s suit sitting on her armchair.

He took off his mask, revealing Peter Parker’s face underneath

“Peter!” Jessica exclaimed, much to her relief. She was worried it might have been someone else pretending to be Spiderman.

As fellow Avengers at one time or another, they knew each other’s secret identity.

“What are you doing here? This is highly inappropriate to come in your costume” she continued.

"As the Spiderman naturally I have come for the first Spider-Woman" Otto said in a matter of fact manner, befitting his autistic nature.

"What do you mean?" Jessica asked bewilderingly as Otto started stripping, removing the rest of his costume, revealing his nude body underneath.

“Peter!” she gasped looking at his fit and handsome body, with an erect 7 inch penis.

"You too should strip. This is only right between a man and woman" Otto replied.

For some reason, that answer seemed perfectly logical to Jessica, who left her son in his pram and started stripping as well.

The Purple Man pheromones emanating from Otto's body made it irresistible to resist him, and within moments, they were kissing and groping each other passionately.

Otto had very limited relations with the opposite sex, but as he retained the memories of Peter, he had a reasonable amount of experience.

As he groped her body and suckled her leaking breasts, her hands greedily played with his fully erect penis and pulled him to her bed.

She lay down on her bed and he placed himself between her legs, with his fully erect cock touching the entrance of the pussy. She was completely wet by now and was fully anticipating his cock in her.

"You gave birth by caesarean. Good, you are still tight" he said as he shoved his cock into her, causing her to moan loudly.

His other hand touched her caesarean scar, using Masque’s powers to instantly heal it and he started fucking her while grabbing her breasts, which were shooting milk everywhere.

Otto's mouth latched on to one of her breasts again and started suckling her as he fucked her.

Due to both their superhuman stamina, they fucked endlessly for hours before resting on her broken bed which had their bodily fluids everywhere.

She gazed at him in a daze, as if he was the only one she had and will ever love. He turned and looked at her. His cock was still erect, glistening in both their juices.

“Suck me” he ordered and she willingly obeyed.

Otto looked at her beautiful face. He held her head and started fucking her mouth hard, ramming his cock deep into her throat.

Just as he started ejaculating into her mouth, she started swallowing.

Suddenly, he pulled her head right off her body using Spot’s powers.

Her face still continued sucking as her headless body remained on her knees.

He walked out of her room with the headless body following him obediently, and her head still attached to his cock.

In the living room, a clone of Jessica was already there breastfeeding her son, replacing her to avoid any suspicion. At the same time, Octobot/spider-bots reassembled the broken furniture, leaving the apartment pristine, like new.

With the clone in place, Otto disappeared with the real Jessica

---------------------------------------------------

Julia Carpenter woke up in a dazed state. She can’t remember what happened, or where she was, but all she felt was pleasure. She couldn’t stop herself moaning uncontrollably even though a hard cock was penetrating deep into her throat.

She had a hard cock in her mouth which she was greedily suckin on, while her ass and pussy was being drilled by another two seemingly identically sized cocks.

It was like she was in a dream, but a strange dream where she was being fucked by the same handsome guy, over and over, and many different versions of him.

Of course Julia, as the second Spider-Woman, Madame Web and even first Arachne, she knew very well who Peter Parker was.

They never really had any close relationship, but knew each other over the several teamups, first meeting on the Beyonder’s first Battle World in the first Secret Wars.

Then over the years, they have had several encounters as fellow superheroes, she even became the second Madame Web, having a special relationship with all those with Spider powers.

But now, she seemed to be helpless, fucked in all her orifices by many versions of Peter Parker.

Her bright long red hair was all over the place as two Peters double penetrated her, one in her pussy, and the other in her anus.

She was sucking a Peter who had purple skin and at the side of her eyes, she realized that there was another woman’s voice sexily groaning nearby.

She looked towards the direction of the groans and saw another woman with black hair being fucked by multiple Peters too. One of her Peters even had strange moving dots all over his body.

“Is that Jessica Drew?” she thought in a haze. The other woman looked back at her, similarly in a daze and as helpless as she was.

Somehow, both their powers were not working, and these Peter Parkers were all as strong as Spiderman was, leaving them both pretty much helpless in their hands.

And there was one particular Peter that seemed to move back and forth between both of them. The other Peters seemed to give him way, indicating he was the leader.

He was the roughest and fucked them both the hardest, as if he was hate-fucking them. Although they weren’t hurt, but unlike the other Peters who were pleasurable, this Peter made them go sore from the fucking.

The orgy seemed endless as both ladies had cum flowing out of all their orifices. Even as several of the Peter’s were exhausted, another one seemed to appear out of nowhere to fuck each of them individually.

Of course, it occurred to Julia and Jessica that they were kidnapped and raped by some super villain, but they minds were both so overcome with lust, that they didn’t have any desire to fight it.

The “leader” Peter Parker walked into the room again, carrying and doggie fucking a young looking teenager, who added a third female moaning voice.

He pulled her by her arms backwards, pushing her breasts forwards as he fucked her hard. Another Peter approached her, held her head with both hands and shoved his cock into her mouth, fucking her mouth mercilessly.

“That….that’s Mattie Franklin….. isn’s she dead?” pondered Julia as she fell into unconsciousness while herself being doggie fucked.

What seemed like hours, perhaps it was only minutes later, Julia regained consciousness and slowly opened her eyes.

She was still lying face down, and her ass was being fucked by another hard cock. She could only assume it was another Peter, but she couldn’t turn around to see. Her whole body was exhausted.

By now, she heard other voices moaning around her. She found that she was pinned down, so she couldn’t lift her head, but she could turn it to see what was around her.

She looked in shock, still wondering if she was dreaming as she saw another 3 girl being fucked by the many Peter Parkers.

As she was a previous Madame Web, the web spinner of all Spider men and women, she immediately recognized the new girls.

They were Gwen Stacy, the Spider-Gwen of another dimension, Cindy Moon, aka Silk and Anya Corazon the current Spider-girl.

Julia passed out again just as the Peter in her ass came inside her. In the background, the endless sounds of female and male orgasms continued throughout the session.







The next day, in the former Avengers mansion, Otto appeared at the opening ceremony of his new Biotech venture, O2 which specializes in cloning organs.

The mansion was leased to him by the owner Johnny Storm aka the Human Torch of the now disbanded Fantastic Four, who somehow was convinced to lease it to him as a favor to his pal Peter Parker aka Spiderman.

A group of investors were led by Otto through the living room which was arranged like a gallery. The investors, besides bankers and financiers, surprisingly included many of the rich super community, both hero and villains who seemed to be united by social class.

“As you know, we are aware of your identity, and your leasing the former Avengers Mansion does not mean we are not aware of who you are and what you can do” Tony Stark warned Otto privately as Otto walked them through his new facilities.

“Of course Mr Stark, I’ve been on the side of the angels for some time now. After familiarizing myself with the work of the Jackal and others such as Mr Sinister and the so called Dark Beast, this venture in bio-engineering is my gift to mankind” Otto smiled.

Hank McCoy, the Beast of this world flinched when he heard the name of the Dark Beast, an evil alternate dimension version of himself.

Besides Tony Stark and Hank McCoy, the tour of investors also included Roberto Da Costa aka Sunspot as well as Warren Worthington III aka the Angel, Kyle Richmond aka Nighthawk, Danny Rand aka Iron Fist, King T’Challa aka Black Panther, Emma Frost aka White Queen and Tony Stark’s assistant Mary Jane Watson, Peter Parker’s ex-wife.

Besides the heroes, there were also Wilson Fisk aka the Kingpin of Crime as well as Sebastian Shaw.

Tony brought Mary Jane along because he wanted her thoughts as he knew she had a history with Peter as well when Peter’s body was taken over by Otto.

“As you can see ladies and gentlemen, with my cloning technology I am able to clone any body part with the person’s own DNA, preventing any risk of rejection” Otto explained as he walked them through the gallery.

He causally picked up both of Jessica’s detached arms that were detached at her shoulders, handing it around for the investors to hold and feel. Her arm reacted to touch and responded as the investors held her hand and carefully examined her arms closely.

“This is extraordinarily realistic, more so than a LMD (Live Model Decoy used by S.H.I.E.L.D)” Sunspot said.

“Of course! They are as real as your own, or my arm. The only difference is they are created with no feelings and are mere bodyparts un-owned by anyone” Otto responded.

They walked further and Otto passed on her legs that were detached at her hips. The men started mumbling, as her legs were incredibly sexy and arousing, as they responded to touch, like her hands.

Finally, they walked to the middle of the room, where Jessica’s naked torso was suspended by several straps, revealing her naked body.


“This is proof of what my technology can do. My cloning process is so thorough that I can even produce milk” Otto said, taking an empty glass and squeezing her right breast, milking her lactating tit. He passed it around as the investors dipped their finger for a taste.

“This is indeed incredibly realistic, it even tastes like real breast milk” said Angel, touching her other breast, then licking her finger as milk dribbled down her breast.

Mary Jane Watson, Peter Parker’s ex-wife, who was now one of Tony Stark’s employees watched uncomfortably.

Otto placed his fingers at Jessica’s pussy and started fingering her. He brought out two fingers that were covered in her juices.

“My clones can also be used for sexual pleasure, and as you can see they feel and taste real” he said as he licked his fingers.

Suddenly, Jessica’s torso started squirming as one by one, many of the investors started finger fucking her pussy.

Some were even opening up her anus, peering inside as they opened her up with their fingers.

Suddenly, the torso started trashing around uncomfortably.

“Mr Fisk, please do break my merchandise. I think one of your fingers is sufficiently large enough for its pussy” Otto said, stopping the Kingpin from continuing to fingerfuck and stretch Jessica’s pussy with two gigantic fingers while his thumb was in her ass.

By now, Jessica’s pheromones had already taken over the men and women in the group. They were irresistibly horny.

“The first one who invests will get to sample this specimen” Otto offered.

“You’ve got my commitment” Tony Stark said immediately, extending his hand.

“Thank you sir” Otto smiled as he shook Tony’s hand

“Ok Mary Jane. Why don’t you help me with this” Otto smiled as he got her help to assemble Jessica’s body parts, which was still without a head.

Tony was surprised as the gorgeous headless body automatically took his hand and followed him out to one of the nearby rooms.

Wilson Fisk, aka the Kingpin grunted in anger for being too slow to respond.

“Don’t worry Mr Fist. I am in the midst of producing another one. I should be done within a week” Otto smiled.

Sebastian Shaw whispered “Ok, you’re in” as he walked off with Emma Frost, while Roberto DeCosta and Warren Worthington nodded their heads as they left as well.

Otto smiled. He was successfully invited into the Hellfire Club.

As the rest of the investors departed, Mary Jane stood around uncomfortably as the loud sounds of Tony Stark fucking the body could be heard from the nearby room.

Just then, Otto walked over to her and said “Ms Watson, I have an interesting proposition for you” he smiled.

Mary Jane looked at Otto, but somehow, her wariness had completely disappeared.

Chapter 2 - Otto Superior

Otto threw himself into genetics. Being a scientific genius, with the stolen technologies of Mr Sinister, the Dark Beast and the Jackal, he became every bit as brilliant as them in genetics.

After many attempts, Otto managed to solve a difficult problem that every super-geneticist could not solve, namely how to incorporate many powers into one body.

If it were so easy, a geneticist like Mr Sinister could literally have every power of every mutant he got his hands on. However it was not so easy.

If one copies the power of an Omega level mutant, adding another one will burn out your body due to the tremendous amount of power in one Omega mutant. Exceptions like Onslaught or Legion were rare because their bodies could take the strain. More likely than not, the huge amount of energies will burn out their bodies like Proteus, needing to take new hosts all the time.

He also dared not try to take over a Omega level mutant, especially telepaths, as he calculated that he would lose out in a battle of wills, like he did in Peter's body.

Otto found a very interesting subject named Louis Dexter, aka Dead Ringer. He was one of Captain America's foes who had the power to mimic any person and his/her powers upon touching their bodies. However he could only mimic one power at a time.

Louis literally kept a box full of other villain's dead fingers to continuously use their powers and guises.

A few months later, stood looking a body inside a healing chamber.

The body was a newly cloned body of himself/Peter Parker, without the degenerative weakness. On top of Peter’s Spider-man powers, the body had Louis Dexter’s powers as well.

However, like the Frankenstein monster, the body had stitches all over his body.

The body still looked like Peter Parker, but there were many things strange about him. Besides the fact that he had stitches around the base of his penis and all his fingers and toes, his tongue and tip of his penis was more purple than normal, and his eyes looked strange.

The tip of the glans of his penis and his tongue was more purple colored rather than the normal pink.

That was because he had replaced it with parts of another Peter Parker clone that had the powers of Zebediah Killgrave, the Purple man. His purple skin released pheromones that made anyone in his vicinity obey his every command.

Of course, Otto could have directly transplanted parts from the kidnapped Purple Man. But Otto found him “inferior”, thus he cloned a Peter Parker with Purple Man’s powers, just to chop of that clone’s penis glans and tongue to transplant it onto his “Superior” clone.

The eyes of the prime clone looked strange as it was white, with what looked like many black pupils moving around his eyes uncontrollably.

His eyes were replaced with that of a clone with Johnathan Ohnn, aka Spot’s powers. Spot had the power to create wormholes and change dimensions.

The skin of his index fingers and toes were that of a Peter Parker clone with Kim Il Sung, aka Scrambler’s powers. This mutant Marauder had the power to scramble the function of any living being, machine or even field of energy. This allows him to disable superpowers using his touch, as well as cause paralysis, unconsciousness or even death.

The skin on his middle fingers and toes on each side were from the clone of Peter that had the powers of the mutant Masque. Masque had the power to change the flesh of anyone he touches, making healing his body easy if he so wished. This ability also allowed him to shapeshift at will, and together with his abilities of Dead Ringer, not even Wolverine or Daredevil would be able to differentiate him from the real person.

The skin on his ring fingers and toes, one on each side were that of a clone of Peter that had the powers of  Jason Wyngarde, aka Mastermind. He had the mutant power to cast illusions and memory manipulation.

The skin on his little fingers and toes, one on each side were that of a clone of Peter with Jacob Gavin Jr, aka Courier, who was a shapeshifter who even Mr Sinister stole his shapeshifting powers from.

There were even stitches around his nipples. Each nipples were cut off and transplanted from a a different person. His right side was from the nipple of a clone of Susan Storm, aka Invisible Woman of the Fantastic Four. The left side was from the nipple of Jean Grey aka Phoenix of the X-Men.

All around in the different capsules were the above mentioned clones of Peter Parker, as well as one of Jean Grey and Susan Storm, with their different powers, kept in suspended animation.

The body parts removed from each clone were slowly healing in their individual tanks. Even the purple skinned clone of Peter Parker, with Zebediah Killgrave's powers was regenerating it's tongue and tip of his penis.

Otto stared at the clone before deciding “Yes, now is the time. I’m ready” he thought.

He removed the Alpha clone, as he referred to it and placed the naked body on a table.

He attached his brain exchanging device on himself and the clone and lay down on his own table.

His Octopus hands detached itself from his body and initiated the machine. In an instant, his mind was transferred into the Alpha clone.

Slowly, he sat up groaning from the pain, especially from his eyes, tongue and penis. His Octopus arms immediately merged into his spine and picked up his weak body.

Robotic octopus arms extended out his back, moving about at his will, like his own arms. No matter what body, or how he looked, he still had a mental attachment to his octopus arms. It was still proof of his identity, an integral part of who he was.

Half an hour later, he looked at his new nude body in the mirror, looking at the stitches on certain body parts. His body was carried by his octopus arms coming out from his back.

He had finally controlled his eyeballs which had multiple pupils originally, viewing from multiple angles. Now his eyes finally looked normal again.

"Although it hurt like hell, with these new powers, I can easily heal my wounds" he mumbled with his swollen tongue.

As his new body was that of Louis Dexter, he could use any power he wanted as long as he touched that body part. Normally, he would transform into the image of that person as well.

Now that those parts that he wanted are grafted onto his body, he could access all these other powers at will, yet having Peter Parker’s powers as his base power.

However, he had altered the genes of Louis Dexter, so that he could use the abilities of a person without changing his appearance if he so wished.

The Purple Man's powers also gave him enhanced healing abilities, as witnessed by his body healing his scars right before his eyes in the mirror.

Based on his calculations and genetic splicing, he calculated how many powers he could use at the same time, yet retaining his Spiderman abilities.

All his powers required only short bursts of energy, together with his superior and superhuman strength and stamina which allowed him to use these abilities indefinitely.

For example, using Spot's powers to create small portals, Masque's changing someone's flesh, Scrambler scrambling someone's powers, Purple Man's mind manipulation together with Phoenix's telepathy would only be used in short bursts. Mastermind's illusions would only be used in a small area while Invisible Woman's invisibility and force fields would be used for short periods. He certainly wouldn't use them as his main power, unlike the original owners of those powers.

Furthermore, all the abilities he had had a permanent effect, unless he himself reverses them, saving himself a constant drain of energy.

"Now, I am ready to take over. Ready or not Peter, I'm coming for you" sneered Otto as he stored his previous Superior Octopus clone body together with his other clones.

As for all the kidnapped villains he cloned and copied the powers from, they were released back into the city once sufficient DNA was extracted from them, leaving them none the wiser. 

Chapter 1 - I, Otto Octavius

Otto sat silently in his hidden base, after the fallout of the Hydra Avengers. As the Superior Octopus, he not only had his octopus hands, he also had all the powers and abilities of Spiderman.
 
Yet somehow, even with his superior intellect, he still ended up in dismal failure. His intelligence should have put in him the league of Dr Doom, but even second rate villains like Arnim Zola and MODOK treat him like a mere follower, not like the leader he deemed his intellect deserves.

For as long as he has been a supervillain, Spider-man has stopped his path to ultimate success. No matter the brilliant scheme, the overwhelming odds against him, Peter Parker kept beating him.

For a while he even had a crippling fear of Spiderman, so much so he quit his evil schemes for a while before he finally was able to overcome his fear of him.

However, when he exchanged bodies with Spiderman and took over his life, he discovered that Peter had everything going for him, yet kept living a loser's life. He had handsome looks, in Otto's opinion a perfect body, superior powers and kept having gorgeous girls in his life.

From the famous supermodel Mary Jane Watson, to the alluring Black Cat, to a bevy of sexy and beautiful superheroines. In fact he is even now currently dating former Avenger Mockingbird. 

Comparatively, Otto had no-one to call his own. Even when he inhibited Peter's body, he was attracted to Anna Marie only because he had an inferiority complex and dared not date any of the abovementioned babes, even though they were literally throwing themselves at him.

He thought with his superior intellect, he could be Spiderman, but superior. He upgraded Peter's life by getting himself a PhD, started Parker Industries and made it a tremendous success, made himself rich and famous.

Even then, at the end he had to give the body back to Peter, as Peter could do what he somehow could not, save the world.

He looked at Spidey's hall of villains. Venom, Jackal, Carnage, Green Goblin, Hobgoblin, most of all, himself. Any one of them would have been a world conqueror, arch nemesis of the Avengers,the Fantastic Four or the X-Men, if only they weren't bugged down by the wall crawler.

Norman Osborne, the Green Goblin was a perfect example of this. The moment he gave up his obsession with Spiderman, he became a major antagonist for the Avengers.

The Jackal would have been a major villain the caliber of Mr Sinister, if not for his obsession with Peter Parker and his life.


So here he sat, in a cloned body of Peter, with all his powers, again failing in dismay. Although this clone did not have the degenerative disorder of all of Jackal's clones, he still deemed it insufficient as he was Peter's equal at best, not his superior.

And being honest with himself, he knew there was a need for Peter Parker, the Spiderman, regardless that there are other Spiderman and Spiderwomen swinging about.

He hated him, yet time and time again, he wanted to be him.

"I was Peter Parker. But I must be more than his nemesis. I must control every aspect of his life. In order to do so, I must be more than Superior Octopus. I must be more than a Superior Spiderman. I must be beyond Spiderman!" he declared.

He decided that he will be Peter Parker, enjoying the good parts of his life. Yet, he will also keep Peter Parker as his slave, to save the world, handle the tough stuff, somehow without Peter knowing it himself.

Peter Parker will remain Spiderman, save the world full time, while Otto will lead his civilian life, rebuilding Parker Industries, having wealth and fame and all that comes with it, including all his women. 

Having taken and improving the Jackal's technologies from New U Technologies, together with his learned technologies from the future in 2099, and including his own impressive knowledge and that of Peter Parker himself and Parker Industries, Otto was already a mental juggernaut.

On deciding on what to do, he started pulling up names and files on his computer, pouring through all the information. Superheroes were a hassle to deal with, so in order to achieve his goals, he started looking and studying all the supervillains, starting with Spidey's foes, but slowly extending to all the other known villains.


To be beyond Spiderman, and beyond himself, he needed to have more knowledge, more abilities and more powers than both himself and Peter Parker.

He started building a dossier of people and powers he needed to have to control Spidey, and researched how to get them.

Genuine superpowers were difficult to copy into one's own body, with the exception of changing bodies with them. But villains with technology enhanced powers were much easier.

The Jackal already had many DNA samples of people from Spidey's life, including Gwen Stacy, Mary Jane, the Black Cat as well as a host of his villains.

However, Otto had a broader view of things, deciding to look for more diverse DNA samples, not only limiting to Spidey's foes.

His new Octobot/spider-bots were all over the city, collecting DNA samples and spying on Spidey and all his other targets.

By coincidence, he stumbled upon one of Mr Sinister's old labs, mostly wrecked, but still had DNA information on many mutants that Mr Sinister had cloned.

He also raided an old lair of a being known as the Dark Beast, who also similarly had a impressive database of mutant DNA.

"Who would have thought that New York had so many mad geneticists" smirked Otto, as he compiled his DNA database. 

Over the next few weeks, several minor villains also started disappearing. As they were mostly loners and kidnapped in their civilian identities, no one noticed that they were missing.

The victims were specially selected, with powers and abilities that Otto wanted. Some were mutants, some were not, but all were specially targeted.


Soon enough, he had enough to set his plans into motion.