“Hi Peter!” Gwen gave Peter a kiss while handing him a plastic bag.

“What is this?” Peter opened the package and immediately started putting on a spider suit. It looked much nicer than the one he had in his attic, and much more comfortable. A fresh take on the old suit, with futuristic style and deep bright colors.

“Thanks so much Gwen! Where’d you get this?”

“Your cousin Norman gave it to me.

He said he was uncle Ben’s son.”

“Uncle Ben doesn’t have any kids…”

“What are you saying Peter?”

Peter zipped the suit up to his neck, “I’m sayi- Ohh!!” He cried out as the suit squeezed his body with supernatural power. His super strength allowed him to fight off the magic suit, and visible shockwaves erupted from the battle. They filled the room, shaking everything and driving Gwen away from Peter.

As each wave hit Gwen, her mind and body changed to be more ditzy and sexy.

“Peter I’m sorry! I- Holy shit!!” Arousal coursed through Gwen as the first wave hit her, and her knees buckled from the feeling.

The waves came slow and little at first, but grew in pace and intensity as the suit tried overtaking Peter.

“I could barely think! My pussy’s throbbing and-”, she paused as another wave ripped through her.

Memories of her college classes faded as Gwen’s body gained some curves, her brain dumping off unnecessary weight into the perfect areas.

Did this sweater always have a zipper?

Gwen’s exposed nipples hardened in the cool air, her horniness starting to make her forget what was going on.

Another wave hit her, this time really changing her clothes. Basic math concepts would seem forgein as her brain dumped the logic, but Gwen would never even think about them anyway. As her brain melted, her curvy body inflated.

She felt her ass expand behind her, and her panties turned into tight low rider jeans that she now wore commando. Gwen’s eyes got bigger as her face sharpened, and her lips plumped up to form a permanent pout.

“Like, spidey!!! I’m such a fan!!” Gwen gave  Peter a hug, groping him as she left.

“Gwen you have to stop and back up, this could be very dangerous. I don’t want you to get hurt!!”

The suit triggered a massive amount of waves to swarm Gwen, or anyone that would come too close.

“Like, you don’t want a hu-”, a long pause as the waves attacking Peter penetrated Gwen thoroughly, “like, hug? Was I like, gonna hug you?”

Gwen’s brain was now void of thoughts that didn’t involve boys.

“Like, what was I saying… Omg! Is that Spider-Man?”

Gwen’s lips grew to twice the size as the leftover brain cells in her head turned to fat cells, pouring down into her breasts and ass. Her shirt changed too, splitting down the middle as her inflating boobs stretched the gap.

“I know how to help you out, Pete!” Gwen began stroking Peter’s member through his suit.

Peter was no longer able to fight back, and gave into the suit as he got hard.

“Ahhhhhhhhh”, Peter screamed out as the suit squeezed his body, tightening his vocal chords as the suit shrunk him. Once his body was the right size, Peter’s penis started shrinking into his body.

“No! That’s mine! You can’t!” The suit lay flat against his crotch as his penis went up inside him and a little slit formed, before giving him sensitive lips and deep luscious folds within. The textured skin inside him got layered with nerve endings, and he could feel it tighten in on itself as everything formed.

The tightness traveled up Peter’s torso, removing muscle tone on its way up to his chest. The muscle from his torso turned to fat, and poured into his chest beneath his nipples. As his chest expanded, his nipples puffed up and became much more sensitive and large. Peter watched as they hardened and poked through the suit, then long hair covered them. He moved his lengthening silky hair out of the way, seeing now that his arms and fingers were much more delicate and slender.

The orgasmic tightness continued through his neck, making Peter moan as it slimmed. His chin softened and shrunk, along with the rest of his face. He sucked his lips in, reacting to the tingling stinging he felt on them. When he let them back out, he sensed a thickness that meant his lips were plump and sexy. His eyes grew larger too, as new ideas penetrated his mind.

“Gwen, how’s this suit look?”

“Omg it fits so well, but like, I don’t get the red and blue…”

“I like, totes agree!!” Gwen giggled as Peter posed sexily in his suit.

He started peeling the skin tight suit off of his sexy body, pausing to look down as his jiggling boobs plopped free. Gwen watched as tattoos appeared all over Peter’s body, and his hair turned blue.

“Gwen, are you doing this?

Such a Gwen thing to do!” Peter giggles soon turned to moaning as the balloon tattoos on her breasts faded.

“I feel them, like sinking in or something!!”

Peter’s lips changed color as the tattoo on them sunk in, making them even more plump and inviting. He squealed as the balloon tattoos took effect, and his breasts inflated to twice the size.

“What’s happen- Oooo” Peter interrupted himself as he reached up to cover his exposed nipples, and the cold latex on his glove stimulated them.

“Like, why didnt this happen to you, Gwen?”

“Peter, you look amazing! Stop complaining!

What did I just call you? Petra?”

“Like, why would you do that?

My name’s Penelope!”

“I know!! That’s totes weird…”

Penelope got fully nude, pausing to embrace the erotic changes the absorbing tattoos caused. Her body continued gaining weight from each tattoo; her hips blew out, her ass was a perfect bubble butt now, and her boobs had grown some more!

Even her hair was now blonde, all the blue dye changing her mind from a newly formed girl, to a sexy bimbo with years of experience.

As the last tattoos finished absorbing, Penelope became extraordinarily horny. With a loud scream, she was now tattoo free and ready to fuck! As sexy as Gwen looked, what Penelope really craved was a rock hard cock.

Gwen was completely lesbian though, and wasn’t gonna let Penelope go without making love to her first. She pushed the former superhero into the couch, before grabbing her boobs and licking her nipples. This was too much for Penelope, and she soon joined in.

She enjoyed the massage and entwined tongues with Gwen when possible, but this didn’t take away from her craving and empty feeling. She begged Gwen to call a guy or let her go get one, but Gwen had other plans.

“You like, need to be filled, bitch?

This’ll fill you!”

“Mmmmmm” Penelope moaned orgasmically, her emptiness now being filled. Each thrust bringing its own sound, as Gwen talked dirty to the writhing Penelope.

“Fucking take it, slut!”

“I’m totes your slut!

I’m such a bimbo!!

Make me regret loving cock!”

Penelope could feel Gwen start to go deeper, and then she heard a click.

“Holy fawwww- Oooo” Penolope’s moans were now being vibrated, along with her entire body. The thrusting vibratory was now bringing her to the brink of climax, “Faster! Harder!”

💦💦💦

The city was being overrun by the Green Goblin, and the only person capable of saving it was being fucked in the pussy with a vibrator by her bimbo girlfriend.