(***R18 Start***)
When Felix Faeth blinked, he didn't see torture. He didn't feel pain. He didn't feel anything bad. He felt...no, he smelled something.
'Chalk…? Dust?'
Felix blinked.
He was sitting in a lecture hall. His butt rubbed down on an uncomfortable plastic chair and a blue-covered notebook open in front of him. Equations swam in his vision—Lagrangian mechanics, something about harmonic oscillators. He knew this. He'd aced this.
Years ago.
"Mister Faeth?"
The voice was dry, academic, and—again—familiar. He looked up to see Professor Hendricks. His eyes widened. This was a professor who'd once told him his potential was 'adequate, but unfocused.'
"Mister Faeth!"
Felix did a double-take. Hendricks stood at the podium, peering over his spectacles, a piece of chalk held like a wand. He looked exactly as Felix remembered: thinning gray hair, a tweed jacket with leather patches at the elbows, and a sneer permanently etched around his mouth.
"Since you seem to find the material so engrossing you've chosen to daydream," Professor Hendricks said, the sarcasm dripping, "perhaps you'd care to elucidate problem seven for the class? The one on the board."
A few snickers rippled through the room. Felix felt a hot flush creep up his neck. This was…this was MIT. He was…he was…
He was Felix Faeth, PhD student. Right. That was right. He was here for Advanced Theoretical Physics 605. He'd pulled an all-nighter. That was why his brain felt foggy. He stood, his legs a little unsteady, and walked to the front of the hall. The eyes of two dozen other grad students followed him. He recognized some faces: smug Brian from Cornell, quiet Li from Beijing, the twins from Sweden who always wore matching sweaters and were known to screw around with nerds to get better grades.
In the back row were a cluster of people who definitely did not belong in a 600-level physics class. Cheerleaders in short skirts and football players in letterman jackets. They were smirking, whispering, pointing.
'Ignore them.' The thought was forced into him. 'Focus.'
Was it because he had echoed this thought before?
The problem on the whiteboard was complex. But his mind, his brilliant, beautiful mind, saw through the knot immediately. It untangled itself for him. He picked up a chalk and wrote the answer down.
"The solution requires a transformation to spherical harmonics," Felix said, his voice stronger than he felt. "You see, the boundary conditions suggest a non-trivial topological charge…"
Huh. He was speaking. He never spoke in class, even when explaining. He wasn't shy, just quiet and efficient. He was an introvert. He didn't want the attention if he couldn't help it.
Tap, tap, tap! He finished with a flourish, underlining the final, simplified expression. He turned to face the class with a small, tentative smile on his lips.
Silence.
"Bwahahahaha!"
…huh?
He didn't receive applause or respect. He got laughter. A roaring, hysterical wave of it. It crashed over him. The cheerleaders were shrieking, clutching their stomachs. The football players were slapping their knees, howling. Brian was openly guffawing. Even the Swedish twins were covering their mouths, shoulders shaking.
Professor Hendricks wasn't laughing. He was shaking his head slowly, a look of profound disappointment on his face. He pointed a bony finger at Felix.
"Mister Faeth." The professor sounded oh-so disappointed, like a father would be. It angered him. "While your mathematics are fine, you seem to have forgotten a rather fundamental prerequisite for public speaking."
The laughter doubled.
"What? What did I forget?"
Hendricks sighed, as if explaining to a child. "Clothing, Felix. You are stark naked."
The words didn't compute at first. His gaze dropped.
Oh.
Oh my god, he was naked. His skinny frame was all for show. No muscles and an average height to boot. Oh, but that wasn't the worst of it. He wasn't just average and skinny.
He had a small dick.
His acorn of a dick curled meekly against his balls, which were themselves unimpressive, a modest pair of almonds in a loose sac. The whole assembly looked…vulnerable. From his muscles to his penis-acorn that had fallen from a tree, waiting to be crushed underfoot.
'That's not right,' a tiny voice in the back of his head whimpered. 'That's not me anymore.'
But the laughter told him it was. But this WAS him. It was a physical force, pinning him to the spot. He could feel every pair of eyes drilling into his exposed flesh, focusing on that pathetic little acorn of a penis. Pointing. Snickering.
His hands flew down, cupping himself. His cock so fucking small in his palm. Heat flooded his face, so intense he thought his skin would blister. Mortification, pure and absolute, turned his bones to water.
'Wait. No, no, no! This never happened!'
The thought was a lifeline. This. Never. Happened. He'd never been called up to the board naked. He'd never had cheerleaders in his grad classes. This was…a memory? But a false one. A twisted…
'A nightmare.'
The realization hit him like a punch to the gut. The Spider-Bite. The Extremis. The changes. His body was different now. Stronger, faster. And bigger. Down there especially. This was his old self. This was him when he constantly had to say he was a grower, not a shower, that he could reach up to a solid, veiny, impressive six inches.
'Emma. The mind-link. It's all jumbled.'
Distantly, he felt his Spider-Sense. It was the anchor he needed. The laughter was still there, but it sounded distant, tinny. He wasn't Felix Faeth, PhD student. He was Spider-Man. And he was trapped in a fucking nightmare.
He ran.
He bolted for the lecture hall doors, one hand desperately clamped over his crotch, the other shoving the heavy door open. He spilled out into a sterile, white-tiled corridor that seemed to stretch forever, lined with lockers that didn't belong at MIT. The laughter chased him, echoing.
'Just a dream, just a dream, just get out, find Emma, fix this—'
He rounded a corner at full speed and slammed into a soft, warm, familiar body.
"Oof!"
He went down, his legs splaying wide, his guard hand slipping. He landed on his ass on the cold tile, his legs spread open in a V.
He looked up. His heart sank. These fucking nightmares…!
"Felix? Sweetheart, is that you?"
He knew that voice. Soft, concerned and always made him feel safe. Rio Morales stood over him. Hope surged initially, then fell.
Because this, like him, was a past version of him. A Rio in a tiny, electric blue bikini. He remembered seeing this in a photo album. The triangles of fabric over her breasts strained, and the bottoms cut high on her hips, highlighting the sweet swell of her ass. Her dark hair was down, flowing over her shoulders. Rio looked like a goddess of summer.
And standing right beside her, a heavy arm draped over her shoulders, was Jefferson Davis. Not the imprisoned villain, but a younger, cockier Jefferson, wearing nothing but a tight black speedo that did nothing to hide the substantial bulge within. It was a thick, heavy-looking outline, pushing against the stretchy fabric.
Rio's face shifted from concern to amused surprise. Her eyes traveled down Felix's body, past his heaving chest, down his flat stomach, and landed directly on his exposed, small, soft penis and modest balls, pitifully on display between his spread thighs.
A smile touched her lips. Not her warm, loving smile. A mocking, pitying little smile. "Aw, it's okay, Felix~!"
Fuck, fuck, fuck!
'Just a nightmare, just a nightmare—!'
"It's so cute compared to yours, Jefferson!"
Jefferson let out a loud, booming laugh. "Heh, I know. Little man, you lost or something?" His eyes were locked on Felix's crotch, his own bulge seeming to swell in comparison. "You might wanna cover that thing up before you catch a chill too."
Felix's heart hammered against his ribs. All this…all this wasn't real. Her voice wasn't real. This wasn't his Rio. This was nightmare Rio. And Jefferson…Jefferson's dick. Okay, that was real. Felix's gaze was morbidly drawn to it. The speedo fabric stretched over a shape that was clearly long and thick, even soft. The head was a prominent bulge.
Fuck. Felix's thoughts went wildly. The insecurity poison flowed through even Spider-Man's veins. 'Without my powers, he'd be bigger than me. Without the powers, I'd be…I'd be using normal condoms. Regular size. And he'd be fucking my girl with his big, black—'
"Here," Jefferson said, reaching into a pocket that shouldn't exist on his speedo. He pulled out a single, square foil packet and tossed it at Felix. It landed on his bare thigh with a soft pat.
It was a condom. A Trojan Magnum.
"Might be a little roomy for you," Jefferson chuckled, squeezing Rio closer. She giggled, nestling into his side, her hand resting on his bare, muscular chest. "But dream big, right?"
Felix scrambled to his feet, snatching the condom and crushing it in his fist, his other hand resuming its futile cover over his acorn cock and almonds. He couldn't speak. The shame was a solid block of ice in his throat. He turned and ran, the sound of their laughter—Rio's fucking laughter—fueling his panic.
But he knew he had to stop it.
'R-remember to calm down. The more you react, the stronger your reaction!'
So he ran and closed his eyes. He went from a run to a jog. He ignored any and all voices.
He had learned to meditate and to calm himself. He could do this. He could do this…!
The hallway morphed around him. Lockers melted into concrete walls. A heavy, metal door appeared at the end of a new, dimly lit corridor. An emergency exit sign glowed red above it. Felix opened his eyes. He didn't think. He hit the bar, burst through, and charged up a narrow, endless concrete staircase, his bare feet slapping on the cold steps. He ran until his lungs burned, until the sounds of the nightmare campus faded, until he shoved through another door at the top and stumbled out into open air.
"Rooftop?"
It was windy. The sky was a bruised purple twilight. This…this wasn't a rooftop he recognized.
Then he heard helicopters whiz by. His head snapped up, then down, because she was there. Emma Frost, naked and on her knees. She looked some years younger, nineteen or twenty like him, with short platinum hair.
Emma was surrounded too. Remember those helicopters? They weren't here for show.
On those helicopters were the SWAT team. Half a dozen of them, rifles trained on her. The whump-whump-whump of helicopter rotors beat the air as a total of four black choppers hovered nearby, a searchlight pinning her in its blinding beam. Ladders were drawn down and three men surrounded her.
"On your face! Now!" one of the faceless men barked.
This wasn't Felix's fear. This was hers. The ultimate loss of control. Public exposure. Being taken. Caged.
How had this happened? How had Emma lost control?
'Doesn't matter now!'
His Spider-Sense went off. Without a second thought, Felix ran again. He was just a naked guy with a small dick, but the instincts were still there. His hands balled into a fist.
"Hey!" he yelled.
The SWAT team turned and he threw a punch. For the next guy, he dropped down, flipped, and slammed his feet into the chest of the lead officer, sending him stumbling back into two others. Chaos erupted.
Felix ducked under a swipe, drove a shoulder into an armored gut, heard a grunt and the clatter of a rifle. He wasn't Spider-Man-strong, but he was desperate and smarter than them. He grabbed Emma's arm.
"Come on!"
Emma stared at him, blue eyes wide with shock and recognition. Then her fingers closed around his wrist, and she surged to her feet. They ran toward the far edge of the rooftop, to the fire escape. They clattered down it, the metal ringing under their bare feet, until they jumped the last ten feet into a dank, dark alley that smelled of garbage and urine.
They ran until the alley opened into a deserted, fog-shrouded park. They collapsed behind a large, ornate fountain. The sounds of pursuit had faded. They were alone.
"W-we're…in New York City," Felix noted. "Battery Park City, right?"
Gasping for breath, Felix looked at Emma. She was curled against the cold stone of the fountain base, naked, shivering, her arms wrapped around herself. The arrogant White Queen was gone. In her place was a frightened woman.
"S-sorry," Emma stammered, not looking at him. "It's just, I've never done a memory dive with someone else. With three people involved…. nngh! Everything got jumbled up after the portal…! Elsa was too intense and you reacted a-and—I'm losing my grip!"
Her voice was tight with strain. Felix scooted closer. He was still naked, his small cock shrunk even further from the adrenaline and cold. He didn't bother covering it anymore. What was the point?
"It's okay. It's not real. None of it's real."
Emma finally looked at him. Her eyes, so sharp and cunning before, were soft, vulnerable. They traveled over his face, down his neck, his chest… and down. To his lap. To his exposed, modest genitals.
A slow, genuine smile spread across her face. It wasn't the mocking smile from the lecture hall. It was fascinated. Delighted, even.
"Well, well," Emma murmured, her voice regaining a sliver of its old silk. "Look at that. A real, human flaw in the great Spider-Man."
"Ha. Ha. Is there any chance you'll forget this?"
"No."
Felix hung his head and sighed.
Emma giggled. "May I?"
He blinked, met her gaze, and nodded. Her fingers didn't go for his chest or his face. They went straight for his cock. Her index finger touched the very tip of his soft, acorn-like head, then made a grip with her three fingers. It was a pathetic kind of joke.
"Ooh, it's already throbbing."
"Obviously, it gets bigger," Felix muttered, his eyes closing. This was insane. He was naked in a nightmare park, getting a handjob from a naked telepath who was marveling at his pre-powers dick.
"I'm sure it does," Emma said, her voice full of warm amusement. He throbbed, he got bigger, and earned a coo. Her strokes became more sure, her thumb brushing over his tip on each upstroke. It was honestly impressive how big it got. A tiny bit of pre-cum had leaked out, making the glide smoother.
Schlick! Schlick!
And it was growing. Under her expert, curious touch, his cock began to fill, to thicken, to lengthen. He felt the familiar stretch of blood filling the spongy tissue. He opened his eyes and looked down.
There it was. His old dick. The six-incher. A good, solid handful. Not the monster he sported now after the genetic cocktail that was his life, but his. Thickening to a decent girth, veins becoming prominent, the head flushing a dark pink. Emma's elegant fingers were wrapped around it, slowly pistoning up and down.
The noises were nothing in this park. There was nobody here aside from them. The wet slide of her fist on his hardening cock. His breath started coming in short gasps. It had been so long since he'd felt this—this specific build-up. The quick, eager rush of his younger body.
"That's it," Emma coaxed, her other hand coming to cup his balls, weighing them, rolling the now-firmer almonds in their sac. "Show me. Show me how the smart, shy Felix cums."
Here was the thing: old Felix was a quickshot. He was. He just…never got to discover it.
"Emma, I'm gonna—!"
"Do it," Emma hissed, her eyes gleaming in the gloom. "Cum for me, Felix. Let me see it."
His back arched and his hips bucked up into her fist. The orgasm wasn't the earth-shattering, prolonged eruption he was used to. It was a quick, sharp, intense burst. Splurt, splurt-splurt! Ropes of hot, white cum shot out, landing on the grass in front of him. A final, weaker dribble seeped from his tip as she gave him a few last, slow pumps.
Felix slumped against the fountain, panting, spent. His cock began its rapid deflation back towards its softer state.
Emma lifted her wet, glistening hand, examining the pearly streaks on her fingers with a look of pure, perverse thrill. "That was adorable, Felix."
His mind cleared slightly. This felt good, felt right, like giving his old self some closure.
But…
"We…we have work to do," he managed. "Elsa. Remember?"
That was the real point to all this; to go through her memories, not his own.
"Right," Emma said, the vulnerability gone. She smirked, then reached down. Not for his hand. Her fingers, still sticky, closed firmly around his soft, shrinking, cum-smeared cock and gave a sharp, upward tug. "Up you get, tiger."
He yelped but let her haul him to his feet by his dick. Bizarrely intimate and commanding and he didn't complain
"First, as you said," Emma said, releasing him and wiping her hand casually on her own thigh, "we need to find Elsa Brock. This world is a soup of our worst fears. Our nightmares. So hers is in here too, simmering." She looked around the foggy park, then back at him, her gaze dropping once more to his groin. A wicked smile played on her lips. "And judging by the themes so far, I have a very good idea what hers might involve. Follow me!"
Emma started running and Felix chased after her. The fog in the park shifted and coagulated into dark wood paneling and the dry, dusty scent of old paper. The ornate fountain behind them melted into wood. Felix stumbled, his bare feet now on a threadbare, expensive Persian rug.
"Uh…where are we?" he asked. Felix was still naked. Emma stood beside him, also naked, but her posture had shifted entirely. The vulnerability was packed away. Her blue eyes took in their new surroundings with the efficiency of a predator.
"A library. Elsa's favourite place," Emma answered.
"Not any library I know—and I've been to a lot in my day," Felix commented.
This library was the kind found in old-money estates, he suspected. Floor-to-ceiling dark oak bookshelves and a single rolling ladder leaned against one stack. Really classic stuff. The only light came from the green desk lamp and the grey light filtering through a high, stained-glass window depicting some obscure astronomical chart.
"Looks private."
"Looks lonely," Emma added. "Look there."
At the desk, her back to them, sat Elsa Brock. She was the least different between the three. She wore a simple, cream-colored blouse and a knee-length plaid skirt. Her blonde hair was down, spilling over her shoulders in gentle waves, and a pair of nerdy, thick-framed glasses perched on her nose. She was hunched over a massive, open book, a pencil tapping against her lips in deep concentration.
Elsa Brock looked like the quintessential, brilliant PhD student. She always kinda did, but here, it was more stereotypical. More obvious. More youthful.
"Her fear, wants, and needs are here," Emma's voice whispered directly into his mind. "It's this. Eternal, lonely scholarship. The genius who never lives. The virgin."
The virgin. Felix blinked. That was unnecessary. "So we just talk to her?"
Emma's mental laugh was a low, wicked thing. "Oh, Felix. Talk? In a mindscape shaped by primal fears and desires? No. We need a tether. A connection strong enough to pull all three of us into sync, to stabilize this place so I can navigate us out." Emma turned her head, her eyes locking on his. Her gaze was intense.
No telepathy here. Emma plainly said it:
"You need to fuck her."
Felix recoiled. "What? Emma, no, that's…"
"She needs dick," Emma said, her tone leaving no room for argument. "Physical intimacy, especially the first time, creates a psychic resonance like nothing else. It's raw, it's loud. It will cut through her scholarly isolation like a fucking scream. It will give me the anchor I need."
Emma nudged him forward with a hand on the small of his back. The telepathy returned. "Look at her. Look at the way her skirt is pulled tight across her ass as she sits. The way she bites that pencil. She has a library kink buried so deep she's built a nightmare around it. Elsa Brock is waiting for a man to come in and ruin her quiet little world. So give her what she secretly wants."
Should Felix be surprised? The logic of the nightmare world had its own rules. He took a shaky step forward and his cock, as if responding to Emma's directive and the intense, forbidden atmosphere of the library, began to stir.
"Fine."
Emma snickered and he felt her disappear. "Atta boy."
The blood flowed, the familiar thickening and lengthening happening as he crossed the silent space.
Elsa's pencil tapping stopped.
Felix was now just a few feet behind her. He could see the faint, pale hairs on the nape of her neck, the delicate strap of her bra visible through the thin blouse. His erection was fully formed now, a solid, six-inch length of flushed flesh, jutting out from his body.
Felix cleared his throat. "Hi, Elsa."
Elsa froze. Very slowly, she turned in the high-backed chair. Her eyes, magnified by her glasses, went wide. They traveled from his face, down his chest, his stomach, and locked onto his erect cock. A choked, strangled gasp escaped her lips.
"Oh. Oh my god…!"
"First time seeing a cock?"
"Y-yes—" She stopped herself. "W-who are you?" Elsa stammered, pushing her glasses up her nose with a trembling finger. "This is a private collection! You can't be in here!"
She was acting like she didn't know him.
"That's because this is the old Elsa. She's much deeper in her nightmare than you and I," Emma supplied.
Right. Elsa was an ordinary woman, after all.
"I think I can," Felix heard himself say, his voice lower, more confident than he felt. The role was settling on him. The nightmare demanded it. He took another step, his cock bobbing. "You look lonely, Elsa."
He said it again. Her name—on his lips. It made Elsa flinch. Her eyes darted around, looking for an exit, for help, but the library seemed to have sealed itself around them. Her gaze kept snapping back to his erection, a mixture of terror and a dark, fascinated hunger.
"This is improper," Elsa whispered, but she didn't move from the chair. Why would she with such a specimen of a man?
"So?"
"S-so…um…y-you have to be proper!"
"Do I if I like you?"
"L-l-like me!?" Elsa started stammering even more. "Y-you're just trying to trick me!"
"Or maybe I think you're hot!"
The declaration stunned her. Elsa's lips flapped. "H-h-h-huh? Me? Hot? Y-you…" Her cheeks reddened and she looked away. "You…you really think so?"
"I know so."
His hands closed on her shoulders. Elsa was lighter than he expected. He pulled her up from the chair. She came easily, a doll made of nervous energy. He spun her around, bending her forward over the massive oak desk. Her hands flew out, palms flat on the polished wood.
"Huh? Y-you're already bending me over?"
"Obviously," Felix growled. He pushed her plaid skirt up, bunching it around her waist. Beneath it were plain white cotton panties. "Cute."
"H-hey, it's…they're…"
"No, really, I like them." His smile was genuine. "It's unique."
And Elsa melted. She giggled and murmured to herself, "R-really? Y-you think I'm…really? Really? Hehehe…"
Smiling, he hooked his fingers in the waistband and pulled them down her thighs in one rough motion.
Rrrrip!
Elsa gasped. Her ass was pale, round, perfect. And between her thighs, Felix saw her pussy for the first time. Neat, blonde curls, and the pink, tight-looking folds of her virgin cunt, already glistening with a betraying wetness.
Emma's mental voice purred in his head. "See? She's soaked. Her body knows what her mind denies. NowRUIN her, Felix."
He didn't need more encouragement. He spat into his palm, a crude, deliberate act, and slicked his cock. The head nudged against her entrance. He felt the incredible tightness, the resistance of a virgin pussy.
It had been a while since he fucked a virgin…
"Y-you're really going to…you think I'm…hot?"
He smacked her ass. Elsa moaned.
"Of fucking course you're hot. Any man with balls can see that!" He smacked her booty again. It didn't jiggle a whole bunch. She was a rather slender woman. But the affect worked.
Elsa actually giggled a little and she arched her back, pushing her ass up towards him. Smiling, Felix thrust inside. There was a moment of supreme, impossible tightness. A hot, clinging pressure that threatened to squeeze him out.
"A-ah! Oh my—oh my God!" Elsa screamed, her head jerking back. Her glasses slid down her nose, hanging crookedly. Her eyes were wide, unfocused, her mouth a perfect, shocked 'O'. A true ahegao expression of overwhelmed sensation—pain, pleasure, and utter shock fused into one.
He was inside. Buried to the hilt in her virgin cunt. Elsa Brock was so fucking tight it stole his breath. He held still for a second, feeling her inner muscles flutter and clench around his invading length in frantic, involuntary spasms.
"F-fuck," he groaned. He wasn't Spider-Man here, but he had the muscle memory, the rhythm. He pulled back until just the tip remained, then slammed back in.
His hips met her ass with a solid smack of flesh.
"O-oh! Oh my goddess~! S-so this is a p-penis!"
"Penis? Please, call it—!" Thrust, thrust, thrust! Clap, clap, clap! "Call it a cock!"
"C-c-co—"
"Cock!"
"Cock!" she wailed. "Your cock! O-oh, your coccck~!! It's SO deep!" Her hands scrambled on the desk, knocking over a brass letter opener. Her glasses wanted to fall over too but didn't.
He fucked her with a mild amount of finesse but mostly just raw, claiming lust. Each thrust was a hard, driving piston. The wet, messy noises of their joining echoed off the silent books. His balls slapped against her with every inward drive.
"You like that, genius?" he grunted, his hands gripping her hips hard enough to leave marks. "You like having your brains fucked out in your precious library?"
"I—I don't—AH! AH! YES! I'M CUMMIIING~!!"
Elsa Brock was a nerd, not a cheerleader. Not a whore. Not someone that knew to do these things outside of what she heard. Elsa was older than him by some years. In her heyday, while the internet existed, magazines and movies were where sex was acted upon.
So her back arched pathetically. She strained herself to do it. But it worked, because this world wasn't real. It didn't hurt or pull a muscle, the nerd did what most women wished they could do. Her breasts crushed against the desk. Her tight channel was no longer resisting; it was milking him, pulling him deeper with each backshot.
"Ohmygod, ohmygod, ohmygodddd!! It's…it's too much! I'm…I'm going to…! CUMMIIING AGAAAAIIN!!"
Her words dissolved into a high-pitched keening. He felt her orgasm detonate. Her pussy clenched around his cock like it wanted him to cum.
"Oh fuck…!"
This wasn't prime Felix. It had only been three minutes and, in this body, at this age, he was a virgin too. He was an intruder in this memory, so the body itself was built with the nerves of that time. He wasn't yet Spider-Man. The familiar, quick rush of his pre-Spider-Man climax surged up his balls.
So what?
He was still a man. He was still going to fuck her.
CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—!
"Onhhh! Ngggh! Oh, oh, OH!!! OH MY GOOODDNEESS!! I'M SEEING WHITE! I'M SEEING HEEEAVEN!!"
A scientist proclaimed that was damning. So what if he was smaller? He was still Felix fucking Faeth! He was still Spider-Man!
"Gonna fill you up, Elsa," he snarled, hammering into her through her convulsions. "Gonna pump this virgin womb full of cum!"
With three final, deep, grinding thrusts, he buried himself as deep as he could go and let go.
His cumshots were thick, potent volleys. Fill her up! That was the goal, pumping his seed into her tight, clutching pussy in a primal creampie. He gasped. It was strange to see how much shorter it was. A final, weaker dribble leaked out as he slumped over her, panting.
Beneath him, Elsa went completely limp. A soft, dreamy sigh escaped her lips and her eyes fluttered shut. Yes, Elsa Brock passed out on the desk, a strand of blonde hair stuck to her sweaty forehead, her ruined pussy still stretched around his softening cock.
Felix pulled out and he stumbled back, his legs shaky. Elsa remained unconscious, the smile intact.
Emma was behind him suddenly. She didn't look at Elsa's prone form. Her eyes were on Felix, blazing with an eager, hungry light.
"Good job."
He turned, cock hanging flaccid. He smiled and put a hand on his hip. "I did my best."
"Haah…!" Emma smiled too, albeit with closed eyes. "The connection is stabilizing. I can feel her mind… quiet, satisfied. But it's not enough. For the three of us to truly sync, to break the cycle, we need a bond just as strong. Stronger."
"Meaning?"
Emma's eyes opened. "Oh, baby, you know what it means." She closed the distance between them. Her hand reached out, but not for his face. Her fingertips traced the length of his cock, which was still semi-hard, glistening with Elsa's fluids and his own cum.
"You're a memory right now. I need the full you. I need to be able to handle the full you."
As her fingers curled around him, something incredible happened. It wasn't just an erection. It was a transformation. Under her telepathic will, within the malleable reality of the nightmare, his body responded to her deepest, most secret desire.
His cock began to swell. Not just harden—expand. The six-inch length thickened, lengthened, the veins becoming like cords under the skin. The head broadened, becoming a pronounced, plum-shaped crown. It grew past seven inches, past eight, surging to a full, heavy, veined nine inches of pure, rigid Spider-Man flesh. Beneath it, his balls dropped down into a hefty, full sack that felt like it was brimming with potential.
'Holy shit, it's back!'
He grinned looking down at the monster now standing proudly from his groin. It was his cock. The real one.
He flexed biceps. His muscles were back too. His six-pack too. Everything was as it should be.
Emma was smiling even harder."There he is. There's the fucking hero I wanted to see." She licked her lips, her eyes devouring him. "Look at you. The hero who swings through the city. The man with the cock that matches his power."
His ego rose and he smirked.
"I want you to fuck me like you own me. Because right here, right now, you do."
Emma Frost turned and walked, with deliberate, swaying steps, to a long, polished reading table. She bent over it, mirroring Elsa's position, but there was nothing submissive in it. It was a challenge. An invitation to conquer. She looked back over her shoulder and her hair grew out. It was short and slowly grew out.
Prime Emma was back too.
"Well? Do I need to write you a formal invitation? Fuck me, Spider-Man. Fuck me until I can control you and this world."
His cock spat out a wad of pre-cum. He strode to her, his new, immense cock swaying with each step. He didn't bother with preliminaries. He smacked her booty and unlike Elsa Brock's, her ass jiggled. Thicc and wide, it was an ass that flared. It was an ass that jiggled with steps alone.
"Heh."
It was an ass that Felix confidently fondled. Fingers and thumbs enjoyed simply running along it.
"This is a real woman—"
Smack!
"Sorry, but small ass or big ass, you're all the same to me." He shoved his leaking cock to her pussy. Emma was already ready for him. "You're a screamer, aren't you, Frost?" he teased.
"You'll find out," Emma shot back.
CLAP—!
So they did. Emma's cunt was totally different from Elsa. Emma was tight, but not with virgin resistance. She was tight with muscle, with telepathic control, and she was searing cold. It took her last name Frost as a whole new meaning.
"Fuck…!"
"C-can't handle it?" Emma taunted that failed to muster any confidence due to the accompanying gasp. Emma was deep. His new size meant he met resistance far inside her that he'd never touched before.
"Fuuuck!" Felix groaned. "Tight bitch…!"
"B-b-big bastard! Shoving all that cock inside me!" Her eyes rolled back. "Oh fuck, oh fuck…!"
He gasped. This cunt was freezing cold! Was this because of her powers? Of this being a mind world? Finding the strength within himself, he rocked himself three inches back and then slammed back in.
"F-FUCK!" Emma screamed, her knuckles whitening on the table. Not a whimper. A full-throated, shocked roar of pleasure. "Oh, god, you're… you're in my womb! Nnggghh~!"
"E-ever fuck a cock like this!?"
"C-c-c-cocky—"
He didn't wait for her to adjust. He drew back and slammed home. The table legs scraped on the floor.
"Have you!?"
"N-no! Noooo~!" Emma wailed. "It's the biggest!"
CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—! CLAP—!
The technique was not the same. These were backshots but they were cleaner. His grip on her booty cheeks was tighter because of his strength and natural stickiness. He smacked it. He fucked her cunt.
"Emma Frost! You're my bitch now!"
Thrust! Her eyes rolled back.
"You're!"
Thrust! Like an undignified whore, she spat her drool. She couldn't stop it.
"My!"
Thrust! Her forehead hit the desk. Emma and Elsa were both blondes. Both different. Emma had the fatter ass, bigger tits, and higher libido. And yet…
"Bitch!"
Emma wound up in the same, fucked state as Elsa. It didn't matter, really. It was like old Felix was calibrated for Elsa, and new Felix was calibrated for Emma. Bigger cock, bigger balls, and muscles that added an oomph to his thrusts. Each declaration was punctuated by a driving, full-body plunge that buried every inch of his dick in her clutching, soaking pussy.
Emma's screams were glorious. "YES! OH, FUCK, YES! YOU'RE—AH!—YOU'RE BIGGER THAN ANY COCK! YOU'RE STRETCHING ME APART, FELIX!"
Her arrogance was gone, burned away by her need for him. Emma was reduced to a wailing, demanding, desperate creature. She reached back, one hand grabbing his ass, her nails digging in, trying to pull him even deeper.
Felix shivered. So cold! Her Frost cunt was slowing him down! A-and his hips! 'My thrusts feel more automatic! D-dammit! No!'
He wouldn't lose. He couldn't lose! Her hips were rocking back. Her booty, remember, was some toned-shaped thing. It was round and fat. It had this tsunami-esque affect to it. It made men greedy.
He forcibly stopped himself. But, frankly, it was too late.
"Cum in me!" Emma shrieked. "Fill me up! I want your fucking Spider-seed! I want to feel it gush inside! Give me a child, give me a fucking baby, you magnificent bastard!"
The pressure in his gigantic balls was atomic. It was the kind of realization that every man had. Like, 'Oh fuck—no! I'm actually going to cum!' Whether it was because it was too fast or because they were edging, it happened.
"Fine! Gonna… gonna glaze your fucking womb, Emma!" he roared. He tried to gain some control over it. "Here it is!"
He drove in one last, seismic time, hilting himself, his balls pressed tight against her round ass. Obviously this time there weren't a dozen spurts. Thirty or forty ropes of cum reached the deepest, coldest parts of Emma Frost. It was a superhuman creampie.
Smack! Smack! "H-here! Take it!" Felix smacked her fat ass for good effect. Just for fun. Just to let her know he hadn't lost.
Emma's scream peaked, then cut off into a choked, guttural "GUH-HNNN!" as her own orgasm crashed over her, triggered by the creamy baby batter inside her. She went limp and was fortunately held up by her arched spine, the table and his still-pumping dick.
His cumshots started to dribble out and Felix's vision started to whiten at the edges. The library, the books, the desk—it all began to bleed away into pure, bright light. The last thing he felt was the incredible, wet cold of Emma's thoroughly claimed pussy around him, and the last thing he heard was her satisfied sigh as the world dissolved.