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The Superior Spider-Girl Prelude: I suspect Otto Octavius' last thoughts were of regret, blinding pain and terror as Norman Osborne immolated his head. I honestly don't know, I wasn't there, I only read the newspaper stories... it was kindof inconsequential compared to the main story that same day. The Death of Spider-Man. Yeah. Peter Parker, the original me, died on his front lawn that same day. I'm still processing that. I mean I'm dead and everyone I love is mourning my death... but I'm still here. How fucked up is that? So, yeah, that was a pretty big news day. Peter Parker posthumously outed as Spider-Man. Norman Osborne dead. Electro in critical condition after being shot by Aunt May. I mean Aunt May going all Dirty Harry on Electro!? Wow. She is tough, huh? But Otto Octavius getting killed outside an apartment... sorry Ock. Not much of anything was reported on your death in the wake of Pete's passing and the media circus that was his funeral. And it was a circus. The Ultimates. Pete's family and friends. Even I attended in the background. I hated it. Only Aunt May knew about me and I couldn't exactly console her with the world watching her every move. And MJ, Gwen, Johnny... Yeah. What could I say that wouldn't freak them out? There was this horrible gulf between us. This whole situation was terrible. With Peter Parker, the original me dead, it was just me, girl Peter left. It tore me up that I couldn't go to my grieving friends and family to console them. I watched Aunt May... I... My life sucked. Totally and utterly blew dogs balls. Fuck. But Otto was dead too. Whilst I hated the guy for what he did to me I?m not certain that I wanted him dead or his last moments of life to be horrible. I?m not that mean. But he did screw me up royally. I mean I have Peter Parker?s memories in this body. I am, like, literally a dude but I have mammaries, a uterus and... a vagina. There. I freaking said it. Doc Ock emasculated me, screwed up the trajectory of my life and obliterated my sexual identity by giving me a pussy. All to get back at the original Peter... I was nothing but collateral damage to that asshole. Well maybe he liked to think that I was Peter Parker. The fact is I am now the one and only Peter Parker... and I have a freaking axe to grind. So I am vengeful enough to be here when Otto Octavius, Doc Octopus, my creator and personal nemesis, returns from the dead. It certainly gave me something other than my meta death to think about. I suppose some exposition is required. Hmmmm. I found this place when I was investigating ROXXON and the FBI. How? Well SHEILD and the Ultimates have some serious resources at their disposal ? like stuff that violates a bunch of privacy legislation. Then there was the tech I?d taken from another dimension. Plus I still had Reed Richard?s hacking software. Then there was my own not inconsiderable technology skills and spidery snooping talents. Oh yeah. I was hella motivated the bring down the people that made me. I?m not saying it was an obsession. I?m not saying it wasn?t. I?ll let my actions speak for themselves. Long story short I?d recently found this secret lab and started my plans for revenge. I had given this considerable thought. I?m pretty certain Doc Ock felt confused and afraid resurrecting as a woman. I kindof hoped so. Cause that?s how I felt when I discovered my new female anatomy. But... My body and the body Doc Ock got... Well they were like chalk and cheese. My body was a female version of the old me. Hormones, female cycles, slim and athletic. Smallish breasts. A lack of my old male equipment. Yeah. A fricken vagina and womb... have I mentioned that I miss my manhood? But nothing too exotic other than organic web shooters and a pesky link to an Eldritch Abomination. Mentally I was me. Doc though. Well, her new body was what you?d call a teenage boys wet dream. I knew. I?d been a teenage boy... yeah. She was something else. I gotta say, watching your enemy realise that they?re female after they did the same thing to you... it?s priceless. But seeing them realise how utterly feminine they?d become was even better. I should have brought popcorn. Otto blinked, floating naked in the amniotic fluid of the glass cloning tube. Long blonde hair spread out around his pretty girlish face like kelp. After the initial shock of his sudden demise faded I could see the wheels of Otto?s mind turning. Figuring what it meant to be in a clone vat... the obvious conclusion was that he was now a clone. At first I?m sure he thought he was a normal Peter Parker clone, like he?d planned. You see Otto had set this up way in advance. This was his ace in the hole. In the event he died he?d taken precautions to ensure his mind lived on and would awaken in a Peter Parker clone, modified to be age 18. Funny how things don?t always go to plan for poor old Otto. Not when a pesky wallcrawler is there to throw a wrench in the gears. Yep, his ace was now a pretty pair of Deuces thanks to me. Emphasis on the double D. Poor young Otto. There was a flashing warning light and bubbles floated up around the curved and shapely contours of Otto?s tiny new body as the fluid drained out of the chamber. I could see everything felt quite different for the former super villain as Ock squirmed in the spiralling current. Then suddenly Otto was no longer floating, he was naked and gasping for breath on the plasteel floor of the tube, cold air chilling the bare wet skin of his new form. He blinked in shock, hands exploring and discovering that his body was not as it was meant to be. That was to be expected, it was not a clone of his body after all. But the body Octavious wore was extremely unexpected. Soft. Fleshy. Curvy. His tiny hands cupped his big pillowy breasts, flesh spilling between his slim little fingers. He made a feminine noise, half of dismay, half of arousal. Yeah finding yourself in female flesh is shocking. But those were some seriously large and responsive breasts he had. Otto knew something was very wrong. Not just with his body but with how sensitive it was. I wondered how long it would take him to figure it all out. His new eyes tried to focus ? no doubt his vision was blurry at first. He looked down and saw a young 18 year old body ? that much he had expected. But... "Jessica Drew..." Otto muttered. He stood slowly, his very ample chest swaying. His hips were decidedly wider and he was so much shorter. Long blonde hair clung wetly to his now girlishly narrow shoulders. "You little bitch..." Otto said, voice high and feminine as he reached between his legs to confirm that he was now undoubtedly a she. Female. She quivered and grunted in surprise at her own touch, closing her eyes in pleasure. I smiled vindictively. "Kettle pot..." I replied. The tube opened and she blinked as she opened her eyes at the noise then sluggishly strode out, shivering in the cool air as she took her first few steps as a woman. Everything moved differently, a female pelvis is proportionately bigger than a male one. I can confirm that feels really different. Her pelvis was quite larger than normal for her petite frame, genetically engineered for birth. Her waist was really narrow and I suspected her internal organs had been relocated to allow it. Her centre of mass was drastically relocated. I?ll tell you that the initial sense of new organs in your loins and abdomen is quite profound. This sense of difference fades but never quite disappears. And there is such a thing as phantom penis and it?s not some weird super villain... The room dwarfed her. He?d not been tall before, but now she was exceptionally short. Petite. Tiny. Except for her wide hips and large swaying breasts that accentuated her femininity she was teeny. She bit her lip in consternation and worry as she tried to understand. "Hey Doc," I said to her as I waved and grinned widely. Revenge is a dish best served cold and wet. I?d been waiting for this ever since I?d found this lab when I?d been investigating Roxxon and the FBI. I figured out what Ock had planned and I?d revised his plans very carefully. He had kept really good notes of his work. Kudos for him. "Jessica!? What have you done to me?" Otto Octavious asked, her voice high and, well, sexy. She was a knockout with large innocent blue eyes framed by exceptionally long lashes, an expressive mouth with full sensual lips framed by delicately elfin, high cheekboned features. Her movements were also naturally quite sexual due to her narrow waist and ample curves. So cute and tiny. She tried to glower and I found myself laughing at how childish she seemed despite the maturity of her lush body. She stamped a foot petulantly setting things swaying pleasingly and reinforcing her evident femininity. "Me? Oh, this is all your work Doc. You wanted me to call you daddy. But I think little sis is better now... don?t you think?" I responded archly. "Sis? But... um... why..." she whined. I laughed. She seemed really out of it. "So Doc, when you designed that body you?re trapped in now, did you do it one handed?" I asked glibly. "What?" She asked in shock, not understanding. "What I mean is, were you masturbating when you designed that body? Cause it would be hilarious if you were... ironic even..." I mocked her. "Oh, but you HAD those extra arms... they would have been perfect for multitasking... forget I asked." "Masturbating...? Yes... um that is no... wait, you... I?ll..." she shook off her confusion and then made to jump at me, but her weak, newborn body failed her and she fell down. She hadn?t come into her spider strength, not just yet. "Cause you know that when anyone sees you now... I?m pretty sure they?ll be thinking about rubbing one out. Heck even I?m thinking it and I can?t. Hmmm. Nurse Mono-Pussy... nah. That doesn?t work. There has to be some kind of octopus-pussy joke." I mused, tilting my head as I examined her nethers. "But... really? Why no pubic hair Doc Hairless Puss?" I inquired. It at least rhymed. "Uh. What is that weird tingling?" Otto asked as she stood woozily. "Spider sense possibly... Or... with the extent of your changes... Not sure..." I shrugged expansively. "Oh..." she said. "Imagine my surprise when I found your little life insurance plan. Your own secret cloning facility stocked with Peter Parker?s original and altered DNA, with an automated system ready to revive your mind in a new clone body of Peter Parker... I did wonder why you chose him. I know you hate him but I guess you acknowledged his body was superior to yours." I shrugged as I looked down at her. She was shorter than me by over half a foot. Weird, cause I wasn?t tall at five five. But that?s how he?d designed this body he wore. I suspect he had a thing for small woman. She was one now, that was certain. "I could have destroyed your facility... but when I reviewed your work I was surprised to see the DNA marked ?Parker Revenge?. So I swapped out the Peter Parker DNA with the revenge DNA... such remarkable technology." "You what?" she asked, face growing concerned. "Parker Revenge DNA," I repeated. "Oh god. That?s why I?m so tiny. I gave up on that revenge project. I was done with my obsession with Parker. I?d moved on. Like I told Osborn... I just want to do science..." She shivered at the memory of her recent death. "Oh, but your new body is just so... sexy," I teased her as I passed her a towel. She blushed self consciously as she took it and hesitantly dried herself, her expression partly disgusted, partly disbelieving at the sensations of her new flesh. I knew how that felt. A little. It was nice for the shoe to be on the other foot. "I?m .... Sexy..." she repeated. It seemed a revelation to her but she nodded. "I... um..." "Stop with the lies Doc... Go on, tell me what else you changed... what you had planned for Peter. I?ve figured most of it out." I told her. "Parker Revenge... was based on your DNA... but tweaked to be small, busty, blue eyed and blonde... I?d planned to not only emasculate you but make you my toy... so I made the libido higher, much higher... and to really mess with you I engineered dyslexia... numeracy retardation... bisexuality... oh crap... and I?m doing what you tell me too... I instilled mental hyper-suggestibility upon waking for the first twenty four hours. It worked..." she said. "I?m about... I?m short aren?t I? And over endowed... oh god... no... this is really bad..." "You?re about four ten. A very cute and sexy woman. Those look like perfect D-cups you?re sporting. Though they scale more like J-cups on your tiny body," I told her. "Those are going to bounce around all over the place when you webswing or do any acrobatics. Even my small breasts feel weighty at the bottom of an arc... I?m glad those curves are not something I?m going to develop..." "I?m a very cute and sexy woman..." Otto nodded with a pleased smile as she dried herself. Then she paused, realising what she?d said. She had agreed with me. "Oh.. no... is that the hyper-suggestibility?!" "Um... I don?t know anything about that. It?s not in your notes. It could be... what is it?" I asked, intrigued in a macabre way. Kindof like when you slow down to stare at a car crash. "It?s something that Roxxon were working on recently. In order to create loyal agents there is a 24 hour window after a clones first activation where their minds are extremely open to suggestion. You suggest something a few times and it becomes part of the clones thinking. It can be anything..." she explained. I realised that she was being unusually cooperative. This explained it. "What like ... you like to wear a pretty pink bow in your hair?" "A bow?" she repeated. "Yeah, a pretty pink bow... in your hair," I told her. She nodded. "Yeah. A bow. Pink one in my hair. I like that..." "Hmmm. Interesting." That hyper suggestibility was ethically wrong... but I suspect she?d planned to use it on Peter... me ... whatever... but as I considered it I realised that this could be used to help rehabilitate her. I could kerb some of Doc?s more evil tendencies now. She just needed an outlet to focus her mind on. I grinned evilly. She?d emasculated me. Payback was going to be fun. "Now Otto won?t do as a woman?s name. You need something that goes with that cute girlish body. How does Olivia sound?" I asked, warming to this newfound power. "Olivia? Um... but..." she struggled. "No... that is... I?m Otto Octavius" She sounded uncertain. As though a simple push would change her mind. I gave it. "Olivia it is then. Liv," I told her. It was fitting that I name her. She?d named me after all. She nodded reluctantly. "Olivia..." "Good girl. Always remember. Otto Octavious was a bad man. But you?re Olivia Nautilus, a good little girl... Spider-Girl... you?re altruistic... you don?t harm, you help..." I told her. I could see her struggling against my words. It was pretty weird and quite sobering. But there was a certain poetic justice to it all. "I?m... a... good little girl...?" She seemed to find it strange to say this. She rubbed her forehead, sensing something wrong. "I?m a good girl..." she didn?t understand. She was a good girl... but wasn?t she a man? Not anymore. She was... "Spider-Girl?" "Yeah. I?m Spider-Woman so that makes you Spider-Girl..." I told her as I produced a baby pink strapless latex dress. It was a minimalist copy of a Spider-Man outfit with dark pink web and spider on the chest that I?d seen it in an adult sex shop. It came with a matching mask and knee length boots - I just couldn?t resist. "But I?m older than you..." she argued as she stared at the outfit. "I?m not wearing that ridiculous outfit!" "Oh but you?re much more girly than me. And you love skin tight pink latex." I considered all the things that I viewed as girly. I smiled. "You like makeup, manicures, hair salons, high heels, jewellery, dresses, sexy lingerie and pink girly clothes. You?re like an ultra feminine, ultra sexy, ultra girly Spider-Girl..." I told her. I had mixed feelings about this. It was pretty wrong but she deserved this and worse. "No... I..." she fought against the suggestion. "Don?t Jessica..." I repeated it. Five times until she was nodding with a weird enthusiasm at each word and repeating them as I said them. "Girly, makeup, manicures, hair salons, high heels, jewellery, lingerie, dresses, pink, girly clothes, ultra feminine, ultra sexy, ultra girly, Spider-Girl..." she said it like a mantra as she took the tight pink outfit and eagerly she put it on, squeezing herself into the thing. The latex dress clung to her curves like a second skin, exposing cleavage and barely covering her rounded ass. Her breasts were truly magnificent but I could tell by the way she pouted as she look d down upon them that she still didn?t care for them. I gave her the mask that left her mouth exposed ? if she wore it. It was so weird to think that this cute sexual creature was Doc Ock. "You could have got me some underwear..." she grumbled as she stood there uncertainly. "Oh. Olivia... Sometimes you like wearing no underwear... it turns you on to be naughty and dirty... the perverse thrill of it gets you all wet... whilst you act all demure like a good girl... you?re a bit of a closet slut..." I told her. "If anyone knew your secret little fetish you?d be so embarrassed... it?s a guilty pleasure." Olivia closed her eyes and shook her head slowly as she blushed, "that... that?s not true..." she asserted. "Oh it is. You?re just so happy and content now that you?re a sexy, slutty girl that goes commando. You don?t want to be a man anymore. Why would you ever want to be a big, hairy, muscly man? And being scientist? How boring. Why would anyone want to do spend all their time doing dull, mindless sciency stuff? Not when you can be all cute and girly and sexy and have big hunky men lust after you..." I grinned as I said all this. I was having way to much fun fucking with Otto?s mind. Maybe I should do something more than turn her into a stupid little tramp... "but maybe you want to be a hero... altruistic like I said... you?ve got all these great powers... and with great power comes great responsibility... right?" I asked. She nodded. This was where I planted the real seed of change. I should have felt bad about what I said next but compared to how evil she had been this seemed like the best thing for her. "And if being a hero doesn?t work... you?ll find a hunky man, settle down as his little fuckpet and bonk your brains out have lots and lots of kids. Making babies is fun for a slut like you. And your love taking it doggy style. On your hands and knees from behind. You want to do that. Right?" She nodded as though she?d never thought of it but the revelation made perfect sense. Then her eyes showed doubt. I pressed on. "It?s good to have a family Olivia. You want to be a teenage mummy. You love the idea of having kids for your man... your brains screwed out doggy style... barefoot and pregnant at home, cooking, cleaning and happily doing domestic chores... your belly growing with child. You breasts swelling with milk... imagine how gorgeous you?d look pregnant! How happy you?d be. It?s what you?ve always dreamed about... You?d be so beautiful! Then the joys of birth, feeding and caring for your precious baby. Self sacrificing for them. Being responsible for raising them..." "I..." she floundered, hand on her belly, then her breasts, responding to my words. "Please Jessica... that isn?t me..." She shook her head. "Pregnant. Kids. You want that. To be a devoted young wife and expectant mother..." I told her. "If being a hero doesn?t work." She started to cry. "If being a hero doesn?t work." She conceded then rallied. "But... I?m a man... not a woman... my life?s work. My legacy..." she argued without conviction. "I need to be a hero then, don?t I?" "It?s in your hands Olivia. Your legacy will either be the people you save or, if you can?t be a hero, your children. The ones you give birth too. A happy house full of children," I told her. "Making babies with a man... being a devoted and obedient wife... young... innocent... naive... lots and lots of babies... Won?t that be the best? Imagine how good it would feel. Belonging to a man..." I told her. "But... I..." She struggled as she nodded, trying to fight the suggestions. Clearly she didn?t want this. She?d probably planned on doing this or worse to Peter. The fact that she?d managed to genetically engineer hyper-suggestible mental traits into her new body was scary. We went over the baby making, devoted mother family mantra until it was firmly lodged in her mind. She was clearly conflicted about this and latched onto being a hero. I figured she would. "You can do a lot of good. You can save people. Help people. Be a superior spider-girl. With great power comes great responsibility... Because... Peter is dead... the world needs heroes," I said with a heavy heart. His passing had been hard and I?d had conflicting emotions about it. With my original gone I felt more like a unique person. But everyone I cared about was in deep mourning and pain and I couldn?t help. Even my weekly meetings with Aunt May had stopped. I?d come to treasure those and I worried his death would always stand between us. It was totally fucked up. I briefly considered how others would see a pink Spider-Girl with the real Spider-Man having just passed. Some might see it in bad taste. I didn?t think it mattered. Peter wouldn?t have approved of what I?d done, that was for sure. But then again he hadn?t been turned into a girl by Doc Ock. I hadn?t killed Otto. I was rehabilitating the asshole. "What?" Olivia blinked in surprise. I broke from my introspection and stared at her. She seemed to be genuinely shocked. I?d heard that sometimes super-humans defined themselves by their enemies. You know Cap and the Red Skull. Tweety and Sylvester. Personally I didn?t go in for that, I was polyinimicus ? I had lots of enemies. But I suppose when you pathologically obsess over someone, losing them can be confronting. All those plans for revenge thwarted by death. "Norman?" She asked. "Both Norman and Peter died shortly after you did..." I explained. "But..." she started. "Damn him. Parker was our greatest achievement and Norman killed him?" I was a little surprised by her words. I doubted I?d ever understand how Otto thought. Well unless I told her how to think. "Yeah. And now you have his abilities. And you?re going to use them for good..." I told her. "No... Stop it girl!" Otto snarled and launched herself at me. I was expecting something like this eventually. It had only been a matter of time before we fought, before she fought back against the weight of suggestions. Using a martial arts technique I?d learned from Shang-Chi I grappled, twisted and threw her across the room into the cryogenics storage unit that housed all the facilities DNA. The thing was crushed, exploding gases and sparking as the power failed. "My samples! My work!" She cried and jumped at me. Again I caught her and threw her, this time at the clone chamber, shattering the glass and ruining all the precision machinery that allowed the creation on clones. "No!" Otto was in a rage now and she kept throwing herself at me. Smaller, weaker from being new born, unfamiliar with her new body and powers, untrained in martial arts and in a blind rage, it wasn?t a fair fight. By the time we were done the lab was destroyed. It would never make another clone again. Everything was gone. "You did this!" She panted as she sobbed. She knew she was trapped now. Forever a girl. "I?d be lying if I told you I wasn?t going to destroy this lab after you awoke. I hadn?t expected you to help though..." I laughed. "But why?" she asked. "Because this is wrong. It?s like... teleportation is really killing someone and then making a duplicate... you?re not Otto Octavious. I?m not Peter Parker. They?re both dead. But we are all that?s left of them. To create a new Otto Octavius wouldn?t change that you?re Olivia. There would still be two of you. For there to be only one Otto Octavius you would have to die - which would be murder... so no. This ends here. You can live on with the consequences of your actions... but no more clones." "You short sighted fool! You dumb #$#%$$!! Why?? Why are you always involving yourself in my life?s work??! WHY??!!" she growled as she turned and fled. "You deserve this Olivia!" I yelled at her. "For what you did to me and the other clones. You?ve earned this! You made me. So I made you. Oh, and sweety, you?re welcome!" I called, throwing some of her first words ever to me back at her. I watched her go feeling oddly empty. I?d thought revenge would have been more cathartic. With her hyper-suggestibility she should stay put. But she wasn?t my problem now. I figured I?d nudged her mind and thoughts enough that she wouldn?t go to go back to her old ways. I wanted to wash my hands of her... but I couldn?t be sure she wasn?t evil still. So instead I pulled out the scanner and made sure her tracker was working. I?d keep tabs on her from a distance. Chapter 1 "Damn you Jessica!" Olivia crumbled as she clumsily web swung away. As Spider-Woman had said, her breasts were cumbersome. Evidently being lithe and athletic made web swinging much easier whilst wide hips and overlarge breasts were a hindrance. Spider-Girl landed atop a building in a crouch, breasts bouncing and jiggling. She?d need a bra with solid under wire support. She looked down past her generous breasts to stare at her feminine mound. "I deserve this," she repeated. She did. For what she had done it was clear that she deserved this body. Jessica was right. "Oh god," she was quite aroused after the fight. She?d designed this body to have an overriding libido but had never expected to wear it. She felt horny. Her nipples were hard, jutting out and clearly outlined against her pink latex costume. The material made her feel almost naked, and it was tight, sticky and sweaty. The latex dress was designed to be skin-tight and it stretched perfectly to fit her new body and amplified its lush curves. Her loins tingled, damp and swollen. Receptive. And she was stuck like this. She couldn?t make a new clone... in her anger she?d destroyed the facility. "Damn it... I wasn?t thinking..." Olivia... no she was Otto... she was hyper-susceptible for the next day. She needed to avoid people. A chance comment could cause her all kinds of long term mental or behavioural problems. God she was horny though. Kids. Family. Husband. Be good. Be a hero. Don?t be a scientist. The suggestions remained firmly entrenched and she found it difficult to differentiate between her own thoughts and these suggestions. She tried to shake off the thoughts but they stayed with her. To have kids she?d need a man. A husband. Her mouth went dry at the alien thought that kept worming it?s way through her mind. No. She would be a hero. Otto... Olivia Octavius. The superior Spider- Girl. She would show the world what her genius intellect combined with Spider-Man?s powers could achieve! Except her genius was capped behind the mental limitations she?d place on the genetics of this body. No matter. She would work around them. She was no school boy. She was... Really horny. She experimentally reached down to rub between her legs, spreading her thighs to expose herself. The hem of her short latex dress rose. She moaned at the intensely addictive pleasure she felt. Her new sex was really sensitive. She gripped the little nub atop her mound and she groaned as she thumbed it, closing her eyes and breathing harder. As Otto she?d been celibate, focused on her work. As Olivia she needed sexual release. She reluctantly pulled her hands away. She?d have to wait though. Twenty four hours... if she succumbed to her needs she might end up self suggesting herself into something she?d regret. It could be like a self fulfilling prophecy... Best not to think about that. If she were to think of herself as an immature, silly girl... she stopped herself from thinking about that. Then she heard it. A cry for help. She tried to ignore it but... she had to be a hero or a mother. The suggestion was too strong to overcome. If she chose not to help then she would be choosing motherhood. Her mind shied away from that, despite it being equally attractive to her now. She had to help others... she should have a look. Keep her distance. Be good. Be a hero. Olivia reluctantly looked at the moist engorged lips of her new sex between her legs, tugged down her hem, pulled on her pink latex mask and swung off to investigate. Otto came to a fire escape looking down on an alley to see two thugs dragging a woman away from the street. It was somehow odd, the lighting was off and there was a small crowd at the end of the alley. It didn?t seem right somehow. Otto didn?t hesitate though, she was impelled to be a hero. The alternative was unacceptable. She leaped down into the alley, springing from wall to wall to slow her descent, landed gracefully in a crouch, albeit with her chest bouncing heavily and threatening to escape its latex confines, her hem rising to show her inner thighs and exposing her nethers. She rose, adjusted her dress, tugging the hem down with one hand, and grabbed one of the thugs and lifted him up. He let out a cry of alarm as he stared at her. She threw him into a dumpster then turned on the second man. This guy had his pants around his ankles! She blinked in disbelief. His cock should have repulsed her. But in her current heightened state it was... not unattractive. It looked enticing even. She should... She shook off these new thoughts with a cute frustrated little growl. "Wait! Stop. You-" She webbed his mouth shut then webbed him to the wall. "Down boy!" she said huskily as she flicked his cock. She just couldn?t resist. Otto turned to the girl then blinked again in surprise. The victims? top was open and her chest was fully exposed but the woman hardly seemed afraid, just staring back at her saviour in wide eyed surprise. That was odd enough but behind the girl Otto had saved were cameras, lights, a guy with a boom stick. The rescued girl rolled her eyes and pulled her top closed. "We got permits!" she said. Otto looked at the guy she?d webbed to the wall and realised he wasn?t a mugger but an actor. Well kindof an actor. She stared at his privates and her mind froze. This was not a normal movie they were making. "Oh..." "Cut!" a man yelled as he approached. "You there. Explain yourself!" Otto blushed. "Um sorry. I... that is..." she stuttered. She had to get out of here. This was a terrible mistake. But she had to explain. "I thought this was a real assault." "Listen Spider-Lady. You just ruined a perfectly good scene..." the guy grumbled. He was lean, rangy, old and had fake tan. He smoked a blunt that he waved about expressively. "I..." she tried to answer. She had ruined the scene. "It?s um.. Spider- Girl. I ruined the scene? I?m sorry. Um. How can I make this right?" "Well. It was good footage Spider-Girl. I mean that jumping down bit was great and the throwing those guys around was perfect. Rod?s words were spot on. And that little flick of his cock was genius. You see, we don?t have no special effects budget, just our two stars, so this could be really good. The second camera was set for wide view and we got you dropping into the scene. We could use it, I guess. Could you do a bit of acting for us? Act like you?ve saved the girl? So we can use it and not have to reshoot?" "I guess..." she agreed. "You?re... making a blue movie right?" "No. This is a wholesome Disney family movie..." the director said as he looked her over. The latex left her very exposed. "Hmm. That getup is sexy as heck. Your practically falling out of it. And you?re not wearing a thing under it, are you? You know... you should be in movies... my names K Kevin King of King Productions." "I should?" Otto swallowed. She should be in movies... she nodded. "Yeah. You could be a porn star kid. One of the greats of the industry! Spider-Girl - the sexiest heroine in the world! You?d like that right?" He asked. She nodded and he realised in surprise that she was agreeing with him. Not one to look a gift horse in the mouth King ran with it. "You know Spider-Girl, you should be in this movie. Not a bit part. A staring role... we already have one super powered actor as the lead. Powerman. The two of you together against our mutant villain Razorback will make this film dynamite!" He promised. "Yeah. That would be cool..." Otto said, trying to think of a way out of here. But it did sound like a good idea. She knew Razorback. She?d worked at ROXXON and been involved with the tests that transformed him. "You?re in!? Great. You?ll be a brilliant adult movie star..." he promised and Otto nodded. She would be. "With your abilities you?ll light the world on fire! We?ll get a contract..." King said then thought as he smoked. "So... you flicked Rod... hmmmm, you should talk dirty to Rod who you?ve webbed up as you give him a hand job to interrogate him. Be tough on him. And then to really sell the scene you should kiss the Lotta and help her close her top. But play with her a little. Just roll with it... Yeah?" "Um. Okay," Otto said. This wasn?t okay. She wanted to leave. But she also had to do this scene. What was she doing? She needed time to think. This was happening way too fast! She wasn?t a porn star. But he was right ? this body was designed for sex. She would be a natural. What was she thinking?! "Great. Let me grab a standard contract. You?re over 18 right? No STD?s?" He asked as an assistant rustled up the ?paperwork? on a tablet. "Fill this out!" He thrust the tablet into her hands. Olivia reluctantly took the tablet. "Yeah. Um. I?m over 18 and ... yeah nothing like that..." she agreed as she stared blankly at the contract. She couldn?t read it due to her dyslexia. She felt annoyed at her sense of powerlessness. Damn Jessica. Reading was important! "Um... I can?t... I?m illiterate. Can you have your assistant fill it out?" The assistant took the tablet and started to fill it out, asking Olivia questions. "Great. Sure. So this is a set up scene. Lotta thanks her saviour... Lance?" King was clearly working out the details on the fly as he smoked his blunt. The smoke was abundant about him and smelt soporifically skunky, with a lingering, burnt rope scent tinged with an odd hint of chemicals and burnt plastic akin to a nail salon. There was a groan from the dumpster. "I?m okay!" Lance responded. "Good. When Powerman arrives you jump out. He?ll throw you back in the dumpster." King said, passing his blunt to the actress Olivia had ?saved?. The actress took a draw and passed it to Lance. "Got it," Lance said as he puffed it then passed it back to the actress. The actress next held the joint to Rod?s lips. The guy webbed to the wall with his pants around his knees took a toke as the actress stroked him. "Hey. I think Rod needs a fluffer... maybe the new girl can help... my carpal tunnel is playing up." "Wait. The dumpster? And what?s a fluffer?" Olivia asked as she tried to help the assistant fill out the form and pay attention to the frenetic King and company. Clearly everyone on the set was doped to the gills. As she was read out a list of sexual acts she paled and nodded as the assistant ticked yes on box after box. She felt some reluctance but hearing each was oddly attractive - a result of her hyper- suggestibility? Or perhaps due to her chronically enhanced libido. She aptly signed the contract with an X. "The bin is a prop. Full of styrene for a soft landing. And a fluffer is someone who keeps the male porn stars ?up? between takes," King explained. "Oh. Right. I said yes to that... um what is a switch?" she asked. "I also answered yes to that." King regarded her, weighing his words. "It?s a good thing you asked. A switch is someone who goes from being sexually dominant to sexually submissive or vice versa. For you we should talk about how that should work. It will be important. I think the mask and your ?secret identity? is the key. When you have that costume on you?re confident and strong. A dominant personality. You could even be a bit bitchy. You know? Like how you flicked Rod... But when your mask comes off you switch. You become all girlish, submissive and meek. You know, the classic Scarlet Pimpernel trope. We?ll figure out the details of your character later. Accused of a crime you didn?t commit... running from an evil organisation intent on experimenting on you... a rich play girl whose parents died at an early age... the last of her species sent from another planet... protecting your loved ones... Let?s keep the mask on for now though... play it tough. But the second that mask comes off you change. You?re just a tiny, cute, meek 18 year old girl, protecting her secret and not wanting to draw attention to herself. Scared to act out in case it ruins her life. The mask is what gives you confidence. But let?s really play up the switch bit. Out of costume you should be super submissive. Let?s make this really extreme." King told Olivia. Olivia absorbed this guidance. It kindof made sense. As Olivia she needed to not draw attention to herself. If SHIELD found out who she was- "Great, you?re now an employee of King Productions. Welcome to the company." He took the contract. "You?ll not regret this... Olivia Naughtylass... I?ve heard stranger working names... and wow... that?s a lot of ticks... fantastic! Feel free to fluff Rod?s rod." He waved at Rod. "Mandy. Do anything you?re comfortable with. Just... well we still need to do the standard medical on Olivia so you?ll have to limit things accordingly. I think we stick with Spider-Girl as your name for the movie Olivia. I?ll start thinking about the rewrites and chat to Lucas. That?s Powerman." Olivia nodded. "Rewrites?" she asked. "To include you. So... I?m thinking Spider-Girl volunteers to go under cover at Razorback?s brothel. Powerman will oppose the idea, saying it?s too risky. But Spider-Girl will insist, saying that they can bring Razorback to justice with someone on the inside. Powerman will relent but remain unconvinced that Spider-Girl has the skills to carry it off... that leads into the sex scene in this alley where Spider-Girl proves she has what it takes... I?m good right?" King said. "Yeah, but... Razorback?s men will hear it all..." Olivia nodded. It was a good story. No. It was ridiculous. She wasn?t sure. But she didn?t care. Her libido had been stoked and she wanted more. King clicked his fingers. "Hmmm. One of your powers... your pussy juices make men your slaves. They eat you out. They become your henchmen..." King said. Olivia blinked. That sounded ridiculous but... she nodded. Actually that was a good idea. "Oh. Yeah. That works. Some female spiders have pheromones that cause their mates to fall under their control. Usually the female eats the male though..." Olivia said. "Hmmm. We don?t do vore, it?s too niche. But you could give them a blow job. That would seal the mind whammy. Pheromones you say. I prefer pussy juice." King said. "King, I?ve sucked a lot of cock to get where I am. I?m not going to play second fiddle ? no pun intended ? to your latest super porn star discovery," Mandy objected. "You remember the Paste Pot Pete fiasco... I?m still finding bits of his glue in places..." "Yeah yeah. That?s fine Mandy. You?ll still get top billing." King lit himself a new blunt and started back to the cameras, giving orders as they moved the equipment closer in and worked on the lighting. Everyone was working frenetically. "Where is Lucas? I have to bring Powerman up to speed on the rewrites..." Olivia stared at Rod, the direction to fluff him guiding her thoughts as she reached out, nervously gripped and started to fluff him. It terrified her and oddly excited her. Wasn?t she Otto Octavius, mastermind and super villain? Genius scientist? She felt like a cheap tramp and it felt natural to stroke Rod like this. Right somehow. Like she had always enjoyed doing this. The struggling part of her that was Otto was dead against it, but that wasn?t who she was now... she was Olivia... rising porn star. Switch. She started thinking about all the acts she?d consented to and how many of them could be performed with the appendage she now gripped and stroked with her little hand. Her mouth was dry. She really needed to get out of here... but why would she want to leave? She was horny as hell and this job promised to sate her needs. She was struggling not to think about the large, thick, warm organ in her tiny hand when a lady came over with a toolbox, rolled up Olivia?s mask and started to put basic makeup on her. Fortunately this new arrival helped distract Olivia from her manual labours. She remembered she liked makeup. This was fun... wait hadn?t Jessica told her she liked makeup? This was confusing... Olivia tried to figure out her true thoughts on the matter then gave up and just enjoyed being made pretty. "Oh sweetheart. You?re gorgeous. You?ll look a million dollars all made up!" The makeup artist advised as she finished rolled down the mask. "Thank you!" Olivia found herself blushing shyly as she naturally agreed. She did look great in makeup! Mandy, the girl she?d ?saved?, came over, gripped Olivia?s hand and slowed her pace. "Measured and gentle girl. Calm down. Don?t rush it. You don?t want it going off prematurely. The cameras need to be rolling." Olivia slowed her ministrations. "Good. You seem to know what guys like. It?s pretty basic really... but just calm down. You can get excited when the cameras roll. Oh, I?m Mandy. Mandy Melons. This is my sixth film. My characters name is Lotta. She?s a stripper with a heart of gold that?s hired Powerman to protect her from the film?s bad guy, Razorback. Razorback is an actual mutant with a pigs head! He?s totally hung..." the girl said as she opened up her top in preparation of continuing the scene. "Rod and Lance are playing Razorback?s henchmen..." "Hey," said Rod, hand waving. His arms were pinned to the wall. "Thanks for lending a hand." "Yo!" Lance said from his dumpster. "Sorry I seem like such a grouch." The makeup artist turned and did a little work on Mandy whilst Olivia watched intently for her own future use, mechanically working her hand. "So Rod. Um... how?s this weather?" "Yeah. It?s been weird. Four seasons in one day," he agreed. "Oh, yeah... that?s nice thanks Olivia. I?m pretty close to cumming... I?m ready for the next scene then. So... are you related to Spider-Man." "Kindof." She felt wrong. This wasn?t her. Not at all. The lipcream felt, smelt and tasted funny. The skin of her face tingled where foundation, blush, kohl and eyeliner had been minimally applied to her youthful skin. But she liked makeup. Right? "Wow. You look pretty Olivia. You good to go?" Mandy asked as the artist finished and left. Olivia nodded uncertainly. Mandy made a small sympathetic noise as she removed Olivia?s leisurely pistoling hand from Rod. "Here. Take this dirty joint, the dust will help you relax..." she pressed Kings blunt into Olivia?s hand. "What is it?" Olivia asked as she took a drag and coughed delicately. "King calls them his Cocoa Puffs ? basically a P-dog split, a Marijuana cigarette doctored with cocaine..." Mandy said. "I don?t usually take drugs..." Olivia said. "You should. You?re missing out girl. They?re a requirement for this work. Stick with us and you?re in for a wild ride..." Mandy winked as she adjusted her top and strategically arranged her large breasts. Otto stared at the girls bountiful chest, thinking that Mandy Melons sure lived up to her name. "I... um. Yeah... a wild ride... I think I?m ready," Otto said without really thinking. She was struggling to decide what her thoughts were and what she?d been told. She was a scientist. Not a porn star... but, this did feel so right. "Not-" "Action!" Director King called. Olivia remembered what King had told her ? to be tough and dominant - and she turned on Rod, gripping his exposed manhood. "Does this get you off? Having your way with defenceless women? I should take this thing away from you!" She threatened as she roughly stroked his member. "Good going Olivia. We?ll film until he cums..." King said. "We can edit this..." Olivia nodded, thinking about things. As she stroked she grinned. "I?m going to make you my little man bitch..." she said as reached down with her free hand and gripped the high hem of her latex dress and pulled it up. She wriggled and the tight latex that clung to her pertly rounded as slid up leaving her naked from the belly down. "Oh... no! Not the mind control. Please Spider-Girl. I?ll be good. You don?t need to make me into your mindless himbo thrall..." Rod pleaded. "I?m afraid I do..." Olivia said. It was strange. A part of her was terrified and appalled at what she was doing. But another part revelled in her actions and new sexual role. She felt confident and sure but also afraid and unsettled. "The show must go on..." she giggled as with one easy cartwheel she had herself inverted, hands and feet wallcrawling either side of Rod, her sex at his mouth, her mouth adjacent to his cock as she stroked him, her heavy breasts hanging upside down in her dress and pressing pleasingly against his stomach as she straddled him. "Now eat me out..." she said with her most haughty and superior voice. As King had said she was a natural, the cameramen keeping on her, adjusting to follow her deft movements. Rod shook his head but she twisted her wrist and he gasped, then he caved and started to tongue her swollen sex. It felt incredible and she arched her back and slowly rocked her hips as his mouth worked on her. "Good... man. Who ever said... crime doesn?t pay..." she crooned. With a Rod all webbed up she felt in control... perhaps she should ride him... no... what the hell was she thinking!!? To control him she had to eat his cum. That?s how her new power worked. All too soon Rod gasped and he started to cum in her hand. Olivia nimbly jumped from the wall, landed in a crouch and caught his first spurt in her mouth. Rod gasped as he finished cumming and Olivia took all his semen in her mouth, her natural superhuman agility assisting her. She grinned, her sex tingling, her breasts swaying in her latex dress as she tugged her hem down reluctantly. It tasted wonderful, better than she?d ever thought. And she felt mellow and excited... the drugs were kicking in. "You?re mine now..." Olivia purred confidently, believing her own words. She was revelling in her new role and sexual power, thanks to her mask. Olivia turned to Mandy, licking her lips contentedly. "Are you alright miss? These punks didn?t hurt you, did they?" She asked as she reached out to help the actress with her open top. Lotta stumbled forward, bumping into Olivia. Olivia caught her, hands on Lotta?s full bosom. Olivia grinned as she looked up at the woman that towered over her. She felt tiny and, oddly, intimidated. Olivia didn?t like being so tiny but it did excite her somehow. "I?m fine ? thanks to you Spider-Girl! Let me thank you properly..." Lotta gushed and enfolded Olivia in her arms and kissed her passionately, tongue thrusting into Spider-Girl?s mouth. Lotta tasted Rod?s salty jism. The woman?s full breasts pressed together and Lotta pushed her upper thigh aggressively into Olivia?s bare crotch, grinding against it. Olivia sighed in lust. Olivia found she was losing herself in the moment, her newly enhanced libido kicking fully in as she lost her internal struggle for control. She felt the urge to rock her hips and rub herself wantonly against Lotta?s upper thigh and she caved to it in an instant. Little surprised noises of pleasure escaped Olivia?s mouth as her growing need bloomed fully in the larger woman?s embrace. Her large fat nipples hardened. Her loins stirred and grew hotter, moister and more swollen in response. The frotting was different to a tongue. More harder. More desperate. Less controlled. Less delicate. Their kiss separated, the camera moving in to focus on Olivia?s clearly erect nipples outlined against the latex. They were big and fat. Olivia faltered then pressed on. "Miss... this isn?t necessary. With great power... cums... great responsibility." She didn?t even know what she was saying she was so aroused. Something Jessica had said. It sounded stupid but also oddly true. She didn?t care, she wanted to keep kissing Mandy. She was in lust. "You?re my hero Spider-Girl," Lotta gushed, her acting insincere and ham-fistedly painful, but Olivia nodded, hardly noticing, utterly infatuated. Lotta?s hand moved down between Olivia?s legs, beneath the hem of the dress and up, circling her sex. "I?ve always had the biggest crush on you! For such a strong hero I never thought you?d be so... sexy!" Olivia blushed, wanting more, feeling small and vulnerable, reminding herself that in her mask she was stronger, more dominant. Her muddled thoughts were moulded by that suggestion but it was just so hard to think. She was so horny. She wanted to cum. "Size doesn?t matter miss. It?s what you do with it-" "Sweet Christmas! Lotta, what are you doing with Spider-Girl? Wait, are those Razorback?s goons?" A deep voice asked. Olivia turned to see a large, muscular man approaching down the alley and her heart skipped a beat. He was dressed in a flamboyant yellow shirt cut low to reveal impressive dark hued abdominals and pectorals. He was handsome and powerful. She found herself staring at the bulge of his crotch. "Hello..." she purred. "Spider-Girl saved me! I was thanking her," Lotta explained as she gave Olivia?s tender little clit a mischievous squeeze then withdrew her hand and pulled her top closed. "Well don?t let my arrival stop you..." he told them as he looked at the guy webbed to the wall. Lance suddenly jumped up from his dumpster and waved his gun. "All right you strippers- oh crap! Powerman!" Lance said and opened fire. The gun was full of blanks but Powerman laughed as though it hadn?t been. "Bullets can?t hurt me..." Powerman growled as he grabbed the pistol and bent it in half then knocked Lance cold. The extra dropped back into the dumpster. "Hmmm, so it?s true? Razorback is trying to strong arm the best strippers at Pussycats to come and work at his brothel..." The guy webbed to the wall nodded, acting dazed. It was only partly an act. Powerman grunted. He turned back to the girls. "Well then... we?ll have to do something about this, won?t we? How about a team up?" "And cut!" Director King said as he came in. Powerman eyed Olivia with a smouldering intensity that made her feel giddy with excitement. She turned so her hard protruding nipples weren?t so evident. She?d never found a man so damned attractive before. But clearly she did now. He was knee weakeningly hunky. "Hello their sugar baby, I?m Lucas Pen... Powerman," he introduced himself, holding out a beefy hand. Olivia took his large hand in her small one and went to shake, but he pulled her forward so her shapely body pressed yieldingly against his rock hard one. His other hand embraced her, resting on her hip then caressing her ass possessively. Her body was so tiny against his. "Olivia Naughtylass." She introduced herself with breathy lust, conscious of his powerful invulnerable physique and her own soft delicate one. King approached the three ?actors? as Lucas? hand slipped down to rest possessively on her posterior. "Ok. So the original script had Lucas saving Lotta from the goons and then her thanking him by banging him. We can still do something like that. But I was thinking a threesome. You up for that?" Naked but for her mask and under the confusing array of suggestions combined with a surge of unfamiliar feminine sex hormones and the overwhelming needs of her enhanced libido Otto didn?t really know what she thought. Sex with Lucas? "Oh yeah..." She just nodded, feeling his manhood stirring against her belly and grinning. "Sure. Um... But I keep my mask on..." she stipulated. It made her more confident. She needed to feel in control. Because clearly she wasn?t in control. Lucas grunted. "Yeah, but my character?ll be immune to Spider-Girls pussy nectar mojo thing on account of my invulnerability super power, right? Powerman ain?t gonna act like no girls man bitch." Lucas said seriously. "I got a brand to maintain... and cause of my invulnerable skin I don?t need to worry about getting or giving no STD?s ? and I?m all clear..." King nodded. "Yeah you and Razorback will be immune to her pussy power. Can?t have our leading men look bad. This is good though. As Olivia sleeps around she can take control of the brothel?s goons, bouncers and crooked cops... yeah. This has some real possibilities. It?s always hard to find a good reason for a sex scene... invasion of the pussy snatchers... nah sounds like a tautology... So Rod will be her man bitch... that works." "I have a question. Powerman, you have enhanced strength right. How does that effect your ejaculations?" Olivia asked warily. "It?s not like a shot gun or anything is it?" Lucas chuckled. "Nah Sugar Baby. It?s more powerful than a normal man?s but so far I ain?t hurt anyone. I only get screams of pleasure." He said with a certain promise. Olivia?s grin widened. "Excellent..." The crew rearranged the lighting and brought out a mattress that was new but had been made up as a prop to look stained and old. They made up a bed on palettes for the back alley sex scene. "So, do you have a preference for how you want it Sugar Baby?" Lucas asked. "Um... yeah." Olivia blushed. "I like it Doggy style..." she said. She?d always wanted to be taken that way. She frowned, trying to pinpoint when she?d decided that was the best sexual position. Jessica has mentioned it, the little bitch. But that was how she wanted to have sex. "Hmmm I think we should have you unmask when you do it doggy style," King opined. "The market loves seeing a porn actress losing control in the sack with a male or male-identifying partner having full control and take her from behind. So no mask. You need to be fully submissive..." he told her. "I?ll warn you. Doggie can be a great position for achieving full depth, but Lucas is well hung, both length and girth wise and it could be hard on your pussy - if you?re not up too said depth, not to mention a lack of control..." King said as he passed around his cocoa puff. "I?ll take it easy on her," Lucas promised taking some of the offered joint. Mandy grinned and waved off the drugs. "That works fine for me. Olivia can eat me out. I?ll just squirm and moan on the mattress." Olivia took the p-dog and had another smoke of it. Her first smoke was having an effect. The Cocaine was giving her euphoria, energy and confidence but was also increasing her heart rate, raise blood pressure and causing her to worry a little. "I?ll do my best Mandy. But how about we 69 as Lucas takes me." She suggested, trying to make the scene as interesting as possible. "I like it!" King agreed. "It?s a difficult angle to get right..." Mandy said, "I?ll try but I get a sore neck..." "Great. Ok. Let?s start rolling cameras... and action!" King called. Olivia moved away from Lucas back to Mandy and the filming continued. "Damn. We really need an inside person on the inside at Razorback?s brothel..." Powerman said. "To take him down." "I could do it," Olivia suggested. "No. It?s too risky. You couldn?t pass for a prostitute..." Powerman said dismissively. "I bet you I could..." Olivia said although she found herself mentally agreeing with Powerman. It did sound risky. And maybe she couldn?t pass as a hooker. She was a virgin after all. And she had the mind of a man. She probably couldn?t convince Razorback she was a whore. He?d suspect something was wrong... "With some help from me we could easily give Spider-Girl the skills she needs..." Mandy suggested as she hugged Olivia from behind. Olivia found her thoughts swinging like a pendulum. That made sense. She could impersonate one of Razorback?s girls - if they showed her how. That was a great idea! "Yeah. I?m up for it. Let me try..." she agreed. "Hmmm. I suppose we could see..." Powerman wavered. Mandy gave Olivia a nudge. "Ok Spider-Girl. Think of Powerman as a John. Razorback?s place handles all the money and business side of it. The girls just have to be sweet, compliment the John and massage their egos and make the John happy... take off your mask though." Olivia nodded feeling out of her comfort zone as she reached up to remove her mask. She?d never really been in this sort of position before. She had an ex-wife, Rosalita Octavius, but the pair hadn?t been overly intimate ? he had always been too focused on his work and they separated when he became Doctor Octopus. They?d both been rather anti- social and distant. Complimenting someone... that wasn?t something Otto did. But as Olivia she did... "Just act natural Spider-Girl... you can do it," Mandy encourages. "You?re such a big guy..." Olivia said, feeling stupid. Usually she analysed things. Figured them out. Maybe she could use that? She reached out and touched a bulging bicep. "How much do you bench press?" She asked. "Fifty tonnes... you?" Powerman said, flexing impressively. "Wow. That much? Um. Ten tonnes, I think..." Spider-Man could lift ten to fifteen tonnes but she was smaller and strength would scale accordingly. She felt like a weakling in comparison to him... it was intimidating. "Wrong answer Spider-Girl... you?re meant to say thirty pounds. You need to think of yourself as just a normal girl. Weak. Powerless. You?re not super-powered. You don?t have strength or reflexes or wall crawling or incredible agility. You?re just a cute sexy girl selling her body for sex to make ends meet... that?s what people need to see." Mandy gripped the hem of Olivia?s skirt and tugged it down. The ultra smooth latex that snugly held Olivia?s curvaceous body slid slowly towards her feet. In her costume the former man felt somewhat empowered. It wasn?t that she enjoyed how it continually brushed against her skin in a way that other fabrics didn?t. It was due to external suggestions that she equated her costume with confidence and strength. This was slowly being stripped from her. And she couldn?t stop it even if she wanted to, which she didn?t.The tight sleeve of shiny stretchy material dragged pleasantly against her erect nipples, her cleavage growing until the top hem tweaked her fat swollen nipples and her full rounded breasts popped out and swung naked. She crossed her arms under their unfamiliar weight. The latex had supported and contained the weight of her over- endowed breasts. She blushed as Lucas stared at her chest with honest appreciation. Inside the remnants of Otto Octavius railed. It was as though that part of herself was somehow being blocked off. New suggestions building around her male ego and subverting it. Her male ego was rallying now. But it was too late as the dress dropped about her narrow waist and pooled on her wide baby baring hips. Mandy gave the rubbery dress a few more encouraging tugs and it slid over her hips and fell about her ankles. Olivia Naughtylass, the once feared and villainous Doctor Octopus, stood between Mandy and Lucas and stepped all but naked out of her dress. She felt aroused, scared and excited as Powerman beckoned her over. She stepped towards him nervously, teetering in her knee length pink latex high heeled boots. Lucas reached out and lifted her mask up to remove it. Olivia blushed, nervously, heart hammering in her chest, acutely conscious of her new sex and breasts. It was an alien feeling, this surge of utter submissiveness that washed over her as she switched from dominant to extreme sub, her mental gears shifting utterly. She really was just an eighteen year old girl. Small. Humble. Meek. And it made her horny as hell. She was just a young woman. A girl. Lucas cupped her chin then his hands moved down the nape of her neck, down her sternum and between her heavy pillowy breasts. His hand lingered, playing with her sensitive nipples. Olivia shuddered. Then his hand moved to her ridiculously narrow waist. Then lower still. She shivered and closed her eyes in expectation. Lucas laughed. Behind her Mandy finished undressing. "Come here girl," Mandy told her and pulled Olivia to the mattress. Before she knew what was happening her legs were straddling Mandy?s face and her own mouth hovered above Mandy?s sex. Mandy was taller so aolivia had to crane her neck. It was strange to be so tiny now. And where Olivia?s sex was small lipped with a tiny clit Mandy?s was thicker lipped, dark ruddy pink with a pronounced clitoris. Olivia looked back to see Lucas unbuckling his belt, extracting a thick black member that looked positively immense from her newly diminished perspective. Everything reinforced that she really was so small now, but that cock... she stared at it. A giddy sense of anticipation tinged with panic made her swallow. Would he be too big? Wait. Wasn?t she a man. Why... No she was Olivia... "oh, fuck me..." she muttered, smiling nervously, biting her lip cutely. "Yeah Sugar Baby. That?s the idea..." Lucas stroked his member and it grew larger and thicker. Olivia felt weak at the knees. She wanted to reach out and stroke that cock. Feel it grow thick and hard in her small hand... Mandy started to lick Olivia bald sex, distracting her. Rod had given Olivia a brief and unsatisfying introduction to cunnilingus but Mandy understood the sensitivity of the female sex, knew just what to do to drive the little sexpot atop her wild, and this was a money scene... The irony was that none of them knew that the new slut on set had been a violent, dangerous and calculating man accustomed to power and respect. Olivia was the furthest thing possible form that now, at the mercy of her new body and the whims of the girl she straddled. Olivia moaned and found her eyes losing focus, the small girl panting and quivering, her cheeks prettily flushed, her expression one of utterly engrossed pleasure as she felt herself loosing all sense of rational thought and comprehension of the world around her. Her tiny clit was so much more sensitive than her manhood had ever been and it fit see easily in Mandy?s lips. Otto had engineered an excessive amount of nerve endings into her new clitoris, vagina, cervix, anus and breasts. Normally a clitoris had 8000 such nerves, twice that in the penis. Otto had engineered over three times the normal number of nerves, and thanks to meddling with her hormonal balance, the sexual pleasure she received was overwhelming, addictively so. Otto had also altered the cervix to cause orgasms when it was stimulated... The young ladies nipples were almost painfully erect and every little touch was driving her wild, a fact Mandy had noticed and was exploiting with great enthusiasm. Otto small, almost cartoonish body was shaking as Mandy?s hands tweaked and toyed with her puppi s and the porn stars tongue circled her swollen clit and licked up and down her engorged lips. In response to Mandy?s attentions Olivia?s mouth explored Mandy?s vulva instinctively, the porn stars labia and vaginal opening tasting slightly salty, acidic and metallic sour ? a taste that Olivia?s new body was engineered to relish and fixate upon. A small part of Olivia knew that rationally there was nothing special about eating out Mandy. But that didn?t change the innate physical imperative that drove her, and the rush of endorphins and other hormones that pounded her thoughts into ultra aroused jelly. Olivia found herself copying Mandy, returning every lick and suck and mouthing with an enthusiastic abandon that would have terrified Otto Octavious - but that she enjoyed. Mandy was her everything. "That?s it Olivia. Your Ahegao face is perfect," King encouraged. Olivia didn?t understand but it didn?t matter. She just kept heatedly licking Mandy. Her own sex was practically on fire. She squirmed as she was reduced to inarticulate animal noises. Behind her Lucas gripped his manhood, slid it up her wet inner thigh and let Mandy lick its thick head as it nestled at Olivia?s heavily swollen lips. Olivia stilled for a moment as she realised what was about to happen. Lucas wrapped his large hands about her tiny waspish waist, marvelling at its unnaturally engineered narrowness. Then he pulled her small body back, guiding her slowly onto his thick long man meat. Olivia chocked and gasped, arching her back and groaning deeply as she rolled her hips into his thrust. There was a pleasant pain as her Hyman was popped. A distant part of her mind quailed as her virginity was taken by a man, as her insides stretched so pleasurably to accommodate him. It felt so right to be taken like this. Any doubts she had were drowned out by the exquisite sensations her new sex was giving her. She thrilled, as closed and feature rapt as she felt every ridge and vein of his manhood sliding into her tight moist depths. Her moan became loader, higher, jubilantly animalistic. His skin was invulnerable and tactilely that made him unyielding. It was Olivia that yielded. Completely. She felt him press against her altered cervix and Olivia came loudly and wetly. Lucas withdrew and then thrust again. She orgasmed again. Then again. And again with each deep thrust. "Is she cumming?" King asked. Lucas laughed as he slowed and held he still. "Yep. Every time I hit her deep. Holy crap. She?s incredible. Her pussy muscles are clamping around me like there?s no tomorrow... Olivia? Can you hear me?" Olivia tried to push back but he held her and he was stronger. His cock was in her. Her pussy clenched needfully about it. But he wasn?t fucking her. Why wasn?t he thrusting into her?! She needed him to keep going. "Mmmm... more. Please... More...." Olivia whimpered in her girlish voice, a childishly fawning tone. "Who?s your Sugar Daddy?" Lucas asked. "You?re my Sugar Daddy. Your Sugar Baby wants more... please sir...." she begged in her most needfully submissive voice. She needed him inside her. She needed it... "Hmmm." He thrust home and she came over and over, her cries growing loader and more frenetically ragged. Mandy?s face was drenched under them as she switched from Lucas? pistoling shaft and balls to Olivia?s clit and lips."Good girl. I think you?ll be able to carry this off..." Lucas told her and grunted, his large balls seizing as he came inside her hard then pulled out and came all over Olivia?s back. He aimed down and shot a load into Mandy?s face. All the while Olivia was screaming in pleasure. The cameras tracked everything. She?d all but forgotten them. "And cut! That?s a wrap!" King called. Epilogue Okay. I did not expect that to happen. I watched from the building top as my former nemesis had his brains literally fucked out. You know I considered stopping her. Clearly her newfound susceptibility to suggestion was preventing her from exercising restraint and better judgment. But you know what. She seemed to be enjoying herself immensely. So... Fuck you Otto. I turned my back on my enemy and swung away. At least her genius would bring some joy to the world... and I figured she?d be alright from here on...