Spider\'s Web Trilogy - Savage Warriors

BY : Shadow-Of-The-Guardian
Category: Marvel Verse Comics > Spiderman
Dragon prints: 18858
Disclaimer: I Do Not Own Spiderman And Make No Profit From This.

Disclaimer: Do not own Marvel's Ultimate Spider-Man, the cartoon nor comic book. I do not own the characters within both series such as Peter Parker, Flash Thompson, Mary Jane Watson, Ava Ayla, Maya Lopez or any other character major or minor within the series. I do not gain any profit in writing this story nor do I seek any profit. I do this on my own dime.


Author's note: This idea came to me after some conversing with fellow writer Agent-G. In short, this story follows the idea of his Spider-Man story: Dark Urges, where the symbiote bonds to Peter and allows him to bed multiple women but this story's setting is in the Marvel Animated Universe (Avengers Assemble and Hulk and the Agents of S.M.A.S.H. being part of it as well). That's the only similarity so this is not a rip off of that awesome story.

The summary is that Doc Ock used Peter's blood to create the Venom symbiote. When he created it, Doc Ock said it was “Distilled aggression. Pure venom.” In the series, the first Venom symbiote that Doc Ock created was destroyed but a little piece did survive. Instead of how it happened in the series, where Harry finds it and for a time becomes Venom, this piece finds Peter and things take a different path after it bonds with Peter.

Before the story starts, a bit of ground rules



-Symbiote Speak-




Chapter 1 - Shadow Instincts


When it was created, when it felt what it knows now as life, what it truly believed was the way of the world. Everything but itself inferior and must be destroyed so only it would remain. But it also knew that it could not achieve this unless it was made whole. It knew it wasn't complete, half of it was missing and it needed it for it felt it's own life depended on it.

It didn't take long for it to break out of the cage it was held in and to find whose blood spawned it. When it found it's genesis, it learned quickly that there were others as powerful as it was. Powerful enough to help capture the one it sought. There was one that could fly and fire bolts of light. Another whose skin was impossible to break but didn't even slow it down when it bonded with that one. The next was one who helped it actually focus it's thoughts better. For the first time it had a voice to it's thought and because of that, became strong enough to capture the one it sought.

Once bonded, it's thoughts became focused and it's own being became complete.

Through the one calling himself both Peter Parker and Spider-Man, it became it's own being. It began to call itself what it had heard from the dark place of it's birth.

It's chosen name was Venom.

With it's own mind merged with Spider-Man's mind, it understood more than ever before and felt like it was the very definition of the term 'invincible'. The powerful allies of Spider-Man was no match for it. They all believed they were fighting one individual. Not combination of Spider-Man's abilities being enhanced and his experiences used to their fullest. It truly felt there was nothing that could stop both it and it's host.

That was when the life form learned both the concept of the unexpected and the will of it's host.

Seeing two individual that it knew from Peter's memories as companions, the symbiote felt some hatred towards them. It didn't understand how it's host could care for something else more than it's own survival. That was when it sought to eliminate any and all individuals that Peter sought to protect at the cost of his own life. It would begin with the ones called Harry Osborn and Mary Jane Watson.

That was when the will of it's host suddenly flared up like a wildfire that would not be contained. It heard in Peter's mind that he would not allow it to even threaten his companion. Before it had thought that it was stronger than anything else but to fight the will of it's host, especially one who proved far stronger than any of the others it had bonded to, was a fight it had no idea how to win.

At first it did everything it could to keep Peter within but Peter still fought back. The more it fought to control Peter, the more he fought back until he broke free.

It felt defeat there and became angered at Peter for making it experience it. It also felt what it believed was jealousy that Peter cared for others.

After that, it's creator gave it the experience of what it felt like to experience pain along with defeat. Then it made it experience what it felt like dying.

When it became aware of it's own existence, it knew right away what it's own form was like before and after it bonded with several beings. It had never thought or even felt what it was like to lose most of itself. It was still alive, barely with only about a handful of it's original self still intact. However, what was left of it wasn't enough to keep it alive and it wasn't about to let it's existence end so soon after its birth.

It was still aware of it's surrounding but couldn't do much save hide in the debris of the aftermath of the fight. With all the strength it had left, what was left of the symbiote slowly made its way from each shadow until it could find a host to bond with and regain it's strength. It came close to the one called Harry Osborn and was about to make its move but stopped when it noticed Peter Parker was just as close.

For a moment, the symbiote felt it's own anger grow at it's genesis, how he rejected what was itself and would give it's own existence to anyone else.

It was about to make the decision to bond with the one called Harry and use him to gain the advantage over Peter. It would not let this burn from it's genesis go unanswered.

But stopped itself at the moment of action for it retained the memories of Peter even within what was left of itself. The one called Peter Parker would save those he cared about no matter what the cost to himself. Especially when it came to the ones Peter called 'friends'.

It didn't fully understand this reasoning but it knew at least this reasoning was part of the core of Peter Parker.

The symbiote thought to itself that if it could somehow get it's true host to care for it then maybe it would accept it and it could be Venom once more.

Having to decide between saving it's own existence or to make the effort to be with it's true host, symbiote made it's decision and used the last of it's strength to move closer to Peter Parker.

It was only just when it made it to Peter's leg and managed to bond with him once more. Because it was so weak when it bonded to him, Peter did not sense it either by skin touch or by his spider-sense. This time around, the bonding was much more gradual so Peter was completely unaware that the symbiote was with him.

Another effect to this gradual bond which the symbiote had done since it had lack the strength at the time was it experienced Peter's memories and experiences at a much more gradual pace. Before when it took a host, that host's memories would flood into it's own mind and it was a complete mess of images that would be undecipherable to it. A whirlwind that it felt would threaten to destroy it if itself didn't overpower it like it had thought so before.

Because of this gradual bond, the symbiote was slowly exposed to Peter's memories and this time, it saw it's host in a completely different light.

Every decision, every experience, every failure and pain, all of it was an eye-opening experience that changed every view the symbiote had before now.

The knowledge it had before didn't make such sense to it but now it began to and it was through this understanding of the knowledge did it realize something that it itself didn't know until now.

Something that it believe would help...Peter, as it realized it should have started using it's title and not call it the 'host', accept it into his life.

As the symbiote made it preparations for what it believed would help, Peter himself was dealing with the issues any other teenage would experience. The rigors and trials of school work to ensure a spot in a school with great intellect.

However, that was at best, a third of the problem for Peter. The others were being the masked vigilante menace the Daily Bugle loved to call him as well as helping to train the next generation of Avengers.

Well, that was how Nick Fury, head of S.H.I.E.L.D. had put when the one-eyed man approached him. Inspirational as it was to hear, Peter didn't really think he could train anyone could be an Avenger. Not unless they had save the world at least five times in front of a camera to say the least.

So far, Peter could see that each of them had great potential at being superheroes. Luke Cage, Power Man as he called himself, was definitely someone Peter could talk to when compared to the others. The muscular black teenager was easily more easy-going than the others but could be serious when the situation called for it. Almost the big brother of the group which at times Peter was definitely grateful for.

Danny Rand, Iron Fist, was on the surface a teenager but his way of views and how he spoke made Peter think he was talking to Chinese fortune cookie at times. Not that he didn't have some good advice from time to time, just having an interesting way of saying it even though there were times it was too cryptic to be any good at the moment. The one thing Peter didn't really understand was where Danny got his powers from but he knew they were at mystical in nature. That was hard to accept at first for a scientist-in-training like Peter. Still is sometimes.

Sam Alexander, Bucket Head but prefers to be called Nova, was definitely the one person on the team that Peter tended to ram heads with on more than one occasion. Peter figured that since Sam's powers were energy based, he saw himself as the strongest member of the team and should be the leader. That and being part of some kind of galactic order known as the Nova Corps but Peter never really paid much attention to that from Sam. Plus, Peter never asked for the position of team leader in the first place but Sam was definitely a bit bitter about it and didn't mind voicing such opinions either.

Then there was Ava Ayala, White Tiger as she called herself. Peter could tell right away the Mexican, maybe Puetro Rican, girl was intelligent and had a drive to push herself in both her training as a hero and in her academic pursuits. Like Danny, Ava's abilities were mystical-based, tied to the tiger amulet she wore on her waist but Peter hadn't really seen anything she could do that could be considered mystical. He was still skeptical about the whole idea that a thing like magic did exist. To him, it was just science that hadn't been explained yet.

It was definitely a motley crew, there was no doubt about that. But what exactly would be a good first lesson for a team that didn't seem to know how to work together. Their fight with the Frightful Four, minus the Trapster of course, on that rooftop was a clear indication that they knew how to fight, not defend.

Although it did feel good to hear one of them say after he told them the basic rule of being a superhero about protecting the civilians. About how 'we can defend ourselves, they can't' which was a rule Peter learned the hard way.

“You heard the man.” White Tiger said to the group.

That was definitely an ego boost for Peter but it also showed that the team itself had much to learn like he himself does.

Maybe that was why Nick Fury arranged it so the entire team went to the same high school as Peter Parker. He had told Fury that he would help out but only as Spider-Man. His civilian side would be his 'me-time' away from it since he had responsibilities to both his friends and family.

Or maybe it was some kind of strange way for the super spy to keep an eye on him since he also had one of his top lieutenants take over as the school's principal.

No matter the situation, it was definitely one that Peter knew he would have to figure out quickly since he was already having issues in staying close to his best and quite possibly his only friends of the whole school.

In fact, if it wasn't for Harry Osborn, Peter would be pretty sure he wouldn't have much of a social life that could be said involving friends going out and having fun. Mary Jane Watson could barely be in that category since she had told them both she was set on going to be a high-profile reporter for the Daily Bugle.

Like any good friend, Peter wanted to help out in any way possible but revealing that he was Spider-Man to her wasn't in the cards at the moment. Peter wasn't sure what the end result of him revealing that he was Spider-Man to the world would be like. Of course he had his suspicions with Thundra from the Frightful Four coming to his house being the first. For a warrior woman from an alternate future Earth that believes all men are inferior, she sure tends to fixate at men who tend beat her in a fight not to mention she's on a male-mostly team anyways. And that was just her. Trapster would easily come knocking at Peter's door for payback on all the times Peter at least interfered with his bank heists.

For now, Peter knew he would have to play it as is, be Peter Parker at high school with his friends and be Spider-Man when the world needed saving. Or when Nick Fury felt there was a training session to be had.

The only good side to the training sessions that Nick Fury would spring on them, at the very least it didn't happen when they were all at school.

“Man, what is with today's meatloaf? I swear they actually used either mattress stuffing or the leftover shavings from the terrariums that we keep the gerbils in at the biology labs.” Peter said while taking in another spoon full of the high school-only approve meal.

“Not sure which is worst since you're implying that they got the mattress stuffing from anywhere.” Harry replied after having spent a good minute in what looked like an amateur dissection.

“Maybe it's a new form of meat. Ya know, eco-friendly?” Mary Jane added before taking in another bite and then somewhat gagged when she swallowed the food. “Eco-friendly to the cows and other animals at least.”

“Seriously, are the budget cuts so bad that keeping a populace of a public school fed isn't even on the list itself?” Peter asked to his friends but also to the students in general in the cafeteria.

“Well, ever since that fight where the Frightful Four came here looking for Spider-Man after tearing through the south wall and putting our previous principal into both hospital and therapy, I think the school district is going to have a hard enough time keeping this place open now more than ever.” Mary Jane said while she began to finish off the rest of her meal but leaving the meatloaf alone.

“What makes you say that?” Harry asked which Peter also nodded in agreement.

“Heard from other students that their parents are thinking of withdrawing them from school because they don't think its safe anymore. It was about the same thing when some idiot elsewhere in the country decides to shoot up a school but worse because some of the people that attack New York tend to have more firepower than the typical pistol that can be bought at a gun store.”

“Wow. A very gloomy view on that front, MJ.” Peter said since normally the girl he knew was usually bright about things.

“Not really. The fact that Spider-Man is here to protect us is better than the local police patrolling the neighborhood. I actually feel safer knowing that he walks the same hallways as us.” Mary Jane replied with her usual chipper attitude.

Hearing that made Peter contemplate the idea of telling Mary Jane who he was when he wasn't Peter Parker.

-Why not tell her?-

'How many times do I have to say it: it would be too risky even if she was the only one I told.' Peter thought in his mind in order to answer the question that entered into it.

Peter heard the question more times than he would admit ever since he first started taking his role as Spider-Man serious. About telling his friends and family what he did in his free-time as it were. But after going up against some of the more powerful criminals along with the usual purse snatchers on his patrols, Peter knew there was no doubt once they knew who Spider-Man was behind the mask they would gun after him within at least the first ten minutes of the news hitting the internet. It was times like these that Peter wished he had a permanent answer to it since he lost count how many times this question entered into his mind.

However, because of Peter having been so used to the question entering into his mind, Peter was completely unaware of exactly 'what' had asked the question. The voice was the same but the source was completely different than usual.

The symbiote that had bonded quietly to Peter had been in his mind long enough to grasp a better understanding of what it's host viewed as life. Or rather, Peter's life and all the circumstances and the various people that surrounded it. It began to learn what drove Peter's actions and what it was he hoped to achieve.

It did find it strange in what it could find for references to the actions of it's host within it's host's knowledge. There was much to understand but it also seemed to be contradictions most of the time. And right now, it found the current situation between it's host and the female known as Mary Jane Watson to be a significant one.

According to the host's knowledge, in order for the host's species to propagate as with any other species on the planet there has to be a factor in which the male and the female see the reason to become mates and give birth to the next generation. The symbiote saw it as a basic rule for all the other life forms on the planet. But what it saw from it's host's point of view, it didn't make the same kind of understanding. That as natural as it was for his own species, there were several different contradictions put in place by choice as it were.

At the moment, the host's knowledge stated both he and the red haired girl were healthy and of breeding age. The first contradiction the symbiote saw within Peter's mind was the fact that there was some 'rule' that it would be best to wait until they reach a more adult age when in fact the human body finishes maturing before such time.

There were many rules that the symbiote saw Peter adhere to. Some of which made no logical sense and yet Peter followed them almost without question.

The symbiote continued to scan through Peter's memories to see if there was something it was missing. It eventually came to the conclusion that it was possible it only had half the knowledge as was it's host was a male. That notion was reinforced when the symbiote came across some thoughts in which Peter acknowledged that there were some specific things would only make sense to the female side of the human race.

It continued to search through Peter's memories and knowledge to see if there was some kind of connection it had missed. Possible because it was something it's host had dismissed but still remembered.

While Peter's mind was being subtly scanned for information, Peter himself continued on throughout the school day as normal before heading to the S.H.I.E.L.D. Heli-carrier for a training session with his teammates. It was there that the symbiote took note of something else that it felt was significant while it's host thought of it as common place.

The symbiote remembered it's encounter with the four other individuals that night. How it had temporarily bonded with the ones called Power Man, Iron Fist, and Nova while trying to bond with Spider-Man. However, though it had bonded with three of the four individuals, the time wasn't long enough for it to retain any of their distinct memories. The only information it had about those three were that they were males and they had a different set of abilities than it's host did.

The symbiote decided to watch the host's teammates in action just in case it would have fight them again. It had fought them once in order to get to Spider-Man and according to Spider-Man's memory, the symbiote was still seen as a possible threat to them even if they currently believed it was no longer around. The life-form didn't really care if others saw it in a negative view. It only cared how the host would view it once he became aware of it's existence.

Through Spider-Man's eyes did the symbiote see the other member of the team. The only other known female to Spider-Man and the one called White Tiger. The symbiote knew it was the individual that it had not bonded with during the encounter which it saw it, as it's host would put it, in retrospect as a loss at a chance at understanding the other half of species as it were.

It wasn't easy seeing and hearing through it's host, especially during the times when Peter wore a mask, but the symbiote was able to learn through this means as well. It took a while but it also learned to pay better attention to the surroundings than Peter himself did. Especially with his spider-sense.

The symbiote learned something interesting about the human eye. Despite the fact that it's host could only see in one direction, the symbiote learned that the eyes could actually function the same way as the ears in much that it saw more than whatever the host was focused on. It had gained a better understanding to the phrase 'out of the corner of my eye'.

While Peter, as Spider-Man, continued the training exercise given to him and the others by the one called Nick Fury, the symbiote kept it's focus on one particular individual. If there was way to understand the other side of the human species and their points of views, the symbiote's best bet would be to bond with the person it didn't bond with during the first encounter.

The one called White Tiger, was busy dodging attacks from the combat training robots. From what Peter was told, the purpose was to deal with heavily armed targets in confined spaces. So far, the symbiote was starting to agree with it's host on that possibility that this was less of a training exercise and more of a punishment. For what exactly kind of punishment, the symbiote didn't know and didn't really understand Peter's view of it.

Something having to do getting back at Peter and the group for going to a country called Latveria and trying to apprehend someone named Dr. Doom. But according to Peter's view, it was more than likely that it had to do with calling Nick Fury out on having once employed someone named Taskmaster who was hired to capture him by some other employers. Peter had also asked if there was any other crazed mercenaries that he should be on the look out for that S.H.I.E.L.D. had cut loose. The reply was a simple stern look from the one-eyed man but according to the thoughts that Peter had, it was more than enough to tell him to be on the lookout for other possible enemies.

Still, the symbiote kept it's attention to the present and watched as White Tiger readily handle her opponents with relative ease. The others used their own skills to defeat their targets with the overall exercise taking roughly 15 minutes. It was enough to understand that the male members of the team had readily increased their combat prowess from the last time. And it was enough for the symbiote to better gauge White Tiger's abilities even though it had access to Peter's memories.

With it's own visual interpretation of White Tiger's abilities, the symbiote came to the conclusion that there was indeed significant potential to be exploited for later. However, it still didn't have enough information about the opposite gender of it's host species.

Coincidentally, similar thoughts enter into Peter's mind when he took notice of White Tiger heading to the women's locker room of the Helicarrier.

'I wonder if Ava had to make her own outfit like me or does S.H.I.E.L.D. actually supply the outfits. It would explain Nova's bucket he wears on his head.' Peter thought as he watched Ava leave the training room floor.

-It does conform to her physical features exceptionally well.- the symbiote responded into Peter's mind.

No sooner did that response enter into Peter's mind did the reflex action of a male teenage brain produce a series of mental imagery that the symbiote had neither expected or experienced before.

Peter's imagination saw Ava Ayala in some of the provocative outfits. Outfits that came from such sources as lingerie billboards and commercials. Each time Peter imagined Ava in an outfit that he honestly knew she wouldn't be wearing as casually as he imagined her to be, the symbiote noticed a physical reaction within the host's biology. Mentally seeing Ava in what was called bikini outfits to then what it was known next as undergarments did cause the symbiote to pause in failing to understand why these images had such unknown value to them for it's host.

It took some digging through Peter's knowledge but the symbiote eventually learned that Peter was reacting to the apparent sex appeal of the female teenager. It worked as fast as it could to understand what all of this meant to Peter but as sudden as the event within Peter's mind happened it disappeared leaving a noticeable and considerable loss in biological functions.

There was much the symbiote had to learn and so far, the current avenues to gain the knowledge was limited in what could be revealed. The symbiote assumed that the fastest way to learn what it considered was much-needed information was to bond with Ava Ayala like it believed it should have back in their first encounter. Unfortunately, the symbiote realized that in order to do so would require it to leave it's current host and it was also aware that it was still considered the 'enemy' the moment it's presence was ever discovered.

Bidding it's time and wait for an opening was all it could do. It knew that an opening would present itself and with luck, it would be with the one called Ava Ayala.

For the rest of the day, events played out as the symbiote's host expected. Peter had left the Helicarrier and returned to his neighborhood without raising any suspicions. The owner of the dwelling unit that Peter resided in has asked him where he was during the afternoon time between being at the local public high school to now. Peter responded with a kind of oblique answer that hinted at the truth but still kept it covered.

From what the symbiote could gather from Peter's mind, there had been many times where he wanted to tell the person named Aunt May about his dual role as Spider-Man but always stopped himself on the concept of keeping her safe. His memories stated that she was the last of his 'family' and that he would practically do whatever it took to protect her.

This concept was again new to the symbiote so it delved a little deeper into Peter's mind so as to understand it as best as it could. There was much information that was again foreign to it but it's earlier experiences did at least give it a foothold to begin understanding it. At best, the need to protect those that are related was almost a kind of primal instinct along the same lines as ensuring a new generation.

It was this revelation that started to help the symbiote understand certain aspects, including the time when it's host first resisted it. Indeed it was a sense of unity that was both different and similar to the kind the symbiote had with Peter at the moment. A part of it was kind of jealous at the fact that there was kind of unity that it had yet to experience. If anything, it reinforced the notion that it needed to bond somehow with the opposite gender. It felt that the answers it might find would definitely be beneficial at the very least.

For a while, it looked as thought the symbiote would have to wait until tomorrow for a chance at getting the information it needed from the opposite gender. That was until there was a message that Aunt May gave to Peter that told him Mary Jane Watson wanted him to rendezvous with him at her home. It was in reference to something that Peter called 'homework' and Mary Jane Watson needed some help in understanding the work itself.

The opportunity was too good to pass up and the window was too small to work with at the same time. The symbiote began to formulate a plan on how to use whatever time frame it had. It continued to do so during the time Peter had left his home and arrived at the Watson's home.

When Peter had been given the message that Mary Jane needed help with some of her school work, there was a part of him that was actually glad it was something he felt was 'normal' that he could deal with when compared to his other 'activities'. That and he was also glad he could spend some time with his real friends. As much as he could tolerate the others of the S.H.I.E.L.D. hero team, sometimes barely with Sam Alexander, Peter wanted to keep both sides of his lives separate.

Sometimes he could see it as a reminder of what he did as Spider-Man as well as not to forget that he's also Peter Parker.

Peter arrived at Mary Jane's house and found that she was the only one there at the moment. Mary Jane said that her mother was working overtime this week and that she might not get home until later in the night. Peter knew how overprotective Mary Jane's mother could be at times, especially after her father left them years ago so he was well aware of Mary Jane's mother's carved-in-stone rule about people being over to the house after 6 p.m.

“So...does that mean I'm the exception to the unbreakable rule?” Peter asked while placing his own school work material on the coffee table and sitting down next to Mary Jane on the couch in the living room.

“More like my mother knows you well enough that you won't try anything while she's not here.” Mary Jane replied while sorting out her own school work as well.

Peter laughed at that but couldn't help but feel a little hurt at it. “Does that mean she thinks I'm more vanilla than chocolate chips when compared to almost everyone else?”

Mary Jane smiled at Peter's words. “She thinks you and Harry are like the brothers I never had and probably need from time to time. And if you're going to go with ice cream flavors, my mother would think you're more like one of those triple flavor ice cream. That you, me and Harry compliment each other well. Even if sometimes our trio might be only a duo outside of school.”

Peter felt a little better when he heard that. It also sparked the interest in the symbiote when it heard that as well. With the response that Peter had to Mary Jane's words and his already established feelings, the sybmiote felt that this individual would be the best subject with the means to get the answers it desired. All that was left was to wait for the right opportunity.

For the next 90 minutes, Peter and Mary Jane went over the school work material with both helping each other out in understanding the lessons they had to learn. Well, more so for Mary Jane since for Peter, the math and science side was like a second language to him that he had mastered in his sleep. A thought that the red head had pointed out several times when there was a term and formula that she didn't quite understand. Mary Jane did ask Peter once on where in life might learning some of these mathematical equations would be beneficial to those that didn't seek a career in science.

“Remember when our teacher told us at the beginning of the lesson that these numbers would 'one day save your life'?” Peter asked to which Mary Jane nodded in reply. “It's not so much the numbers themselves that would help but what is required to learn the various formula answers.”

“You mean like...problem solving skills?” Mary Jane felt her response was more of a guess than anything.

“Exactly. Developing problem solving skills is more like the core reason for the math classes we have to take while the other, more advanced classes are towards those that seek to learn the other forms of such skills.”

Mary Jane thought about Peter's answer for a moment before the proverbial 'light bulb' clicked on in her head. “Oh, now I get it. There's always an answer to every problem but the answer may not always be the same or the means of getting to the answer. Like that time that meat-head senior snapped my bra and broke the back clasp so my bra was loose under my shirt. You came up with the idea of using the paper clip as a temporary measure for the rest of the school day.”

“Yeah. Sometimes the most inanimate object can be used in different effective ways than what its original intent was.” Peter said while at the same time recalling the day in question.

As Mary Jane had said, there was a school senior that had something of a reputation of being a pervert of sorts and would go around when girls weren't looking and undo their bras by sneaking up behind them. After he broke Mary Jane's bra's clasp, Peter had gotten an idea of what Mary Jane might look like without a bra when she came to him for help. Not really having a lot of frame of references to what constitute a woman who did not need to wear a bra but a part of Peter's mind did come to the conclusion that Mary Jane was a solid example of such.

The moment that past memory was in the fore front of Peter's mind, the symbiote noticed it and replayed the event several times over so as to focus on where Peter's view point actually was. It even replayed the memory of when Peter used the paper clip to keep Mary Jane's bra secure and how in a way, he had gotten a look at the red head's naked back.

The symbiote noticed that at the time, Peter didn't react in the typical fashion that a male would in the presence of a desired female. The memory informed the symbiote that Peter had yet to consider Mary Jane as such at the time. That was what helped explain the fact that after 'seeing' the memory over several times in his mind's eye, Peter had a different reaction.

The best way to describe it was that Peter felt a threat of sorts in where his stance was in the teenage girl's view. The only reference that could clarify these feelings was something Peter had learned about the animal kingdom. If one male alpha desired a specific mate but saw that there were others who might also take the same mate for their own, a kind of territory boundary would be established to either ward off others or to see who would pose a more significant threat to his status as the alpha male.

This kind of revelation helped better explain the fact of why Peter wanted to keep his two sides of his life separate to the symbiote. It's host, whether by accident or design, had chosen this female as a mate and didn't want others to know of him choosing her and risk competition.

The symbiote saw this as more reason to bond with the girl as soon as possible. But as much as it wanted to initiate the bond with the girl right at that moment, it's past experiences had taught it that it would be best not to reveal itself. Not until it had ensure the loyalty of it's host and those it would chose to be paired up with the host.

As time went by and the hour getting late, both Peter and Mary Jane agreed that they had achieved what they had set out with their homework. The symbiote saw it's chance at bonding with the red haired female teenager passing by and wasn't sure if and when the next opportunity of this nature would come again. It thought about what it could do to in order to take advantage of the fleeting window of opportunity.

“You know, Peter, it's really late and I know you don't live that far away but since we don't have school tomorrow, why not just crash on the couch tonight and go back home in the morning?” Mary Jane offered after she had seen the time on the living room clock.

Peter was confident in his ability to handle the usual criminal elements that tended to sneak out onto the street after the sun went down. He remembered a couple of times where some street punks and would-be muggers tried to take whatever he had in his pockets and used switchblade knives and chains. There was even one who threatened him with a gun but it was a pea-shooter at best when compared to the other high tech weaponry he's been dealing with.

All in all, unless it was The Frightful Four or maybe Batroc the Leaper coming around the corner on his way to his bed, Peter felt he would get home with enough ease.

-Actually, why not stay here? Call Aunt May and tell her that you're just spending the night at a friend's house-

Hearing that voice within his mind saying that stopped Peter from telling Mary Jane that he was going to head home anyways. That pause was enough for the symbiote capitalize on.

-When was the last time you spent the night over at Mary Jane's house anyways? Think of it as making up for lost time with one your close friends.-

“Well, I don't have a change of clothes for the morning. Won't someone think that something might have happened between a guy spending the night with a girl?” Peter tried to add some humor to the situation. A part of him was still hesitant to the idea of spending the night in Mary Jane's home.

-It's not like you're going to spend the night in her bed.- The symbiote thought about how best to tip Peter's decision into it's favor but at the moment didn't know how to deal with the self-doubt that Peter was just barely clinging on to.

“It's not like you're going to spend the night in my bed Peter. How about just for the sake of my own peace of mind.” Mary Jane replied. She gave a look to Peter that just seemed to resonate with him. Something that only a select few were able to do.

That was more than enough to convince Peter to agree to Mary Jane's request. Even the symbiote felt the sudden changes within Peter's mind in acquiescing to Mary Jane's request, something that Peter's own mind had labeled 'puppy eyes' and how it could get Peter to agree to anything. That idea was worth investigating but for the time being, the symbiote decided wait for the right time to enact it's plan with Mary Jane.

It didn't take much for Peter to convince his aunt that it would be alright for him to spend the night at his friend's house. Then again, considering the response Peter got from Aunt May, he couldn't help but feel that his aunt was subtly endorsing the idea without really saying it. The only thing she did say was that he had not do anything 'questionable' while spending the night.

The symbiote had heard the conversation between it's host and it's aunt but didn't really get the 'innuendo' that was implied. The host did but how it had interpreted it did very little to help the symbiote understand it sufficiently. The only thing it was now concerned with was enacting it's plan with the red haired female.

About five hours later, when the symbiote was sure that Peter was completely unconscious, it took over it's host bodily motor functions and began moving Peter's body towards the symbiote's intended destination. The symbiote had done some small experiments while Peter had slept before and where it had taken control to see how well it could operate as basically a second consciousness to the host's body.

It quickly learned that while it did have some control over Peter's body, the symbiote only had full control when it had covered Peter's entire body like it had before. The symbiote had contemplated the idea of completely covering Peter in order to reach it's destination but decided to try one more experiment instead. While still hiding underneath Peter's clothes and staying out of open sight, the symbiote took control of the teenager's body and began to move.

Mary Jane's mother had returned home late as she had said so the symbiote used Peter's enhanced agility to quietly move up to the second floor of the house and stealthily towards Mary Jane's room. The symbiote had noticed that the door to Mary Jane's mother's room was open and that the woman herself was asleep. The symbiote wasn't sure if the woman's snoring was a clear indication as to how deep of a sleep she was in but felt that there was a chance she might be made aware of movements. Using Peter's spider abilities, the symbiote quietly crawled along the wall and slowly closed the bedroom door without being seen. It waited for several moments outside of the bedroom to hear if there was any reaction or movement in response to the door being close. When satisfied that the woman was still asleep, the symbiote resumed moving along the walls using Peter's ability to adhere to the wall's surface.

It only did so because according to Peter's memory, there were some areas where a footstep would cause a loud creaking sound to be heard. The symbiote didn't want to take the chance the sound would awake either Mary Jane or her mother at this point so it moved from one side of the hallway over to the other by going past the ceiling. It made sure that each move it made was slow and steady to keep the sound of contact and possible noise reactions from the house itself to a minimum.

When it reached the door to Mary Jane's bedroom, the symbiote moved inside and quietly closed the door behind it. Before the symbiote enacted on it's plan, it took stock of the situation since it felt that this was, at the moment, the only opportunity it had to gain the knowledge it sought.

It watched as Mary Jane slept on the left side of her body in clothing that barely covered her torso and lower half of her main body. The shirt she was wearing looked like a simple piece of white cloth that in it's host's view was barely above a girl wearing a bra. The lower part of her outfit were simple white panties as well.

It looked as though the reason behind wearing such revealing clothing was that it was rather warm in Mary Jane's room at the moment. That was consistent with the fact that the bed sheet and the blanket for the bed were pushed down to the girl's feet.

In a way, this helped the symbiote decide how to go about enacting it's plan to gather the information it sought from the female.

The symbiote made sure that Peter was still unconscious before it took control of his body and removed all articles of clothing. Once done, the symbiote moved Peter's body so as to move onto the bed but without awakening it's current occupant. It slowly brought Peter's face right up to Mary Jane's face and followed with the action of what Peter had kept in his memory on what a teenage boy and teenage girl would do in what at the moment was seen as an 'intimate situation'.

The symbiote softly turned Mary Jane's face so her lips were facing up towards Peter's without waking her. It didn't really understand the meaning behind the action but still followed through by having Peter's lips press against Mary Jane's. The symbiote noticed that the teenage girl reacted with a soft whimper-like sound being made but it certainly didn't expect when Mary Jane slightly opened her mouth. It allowed more access for the symbiote to follow through with the 'kissing' motion.

On the outside view, it was two teenagers engaged in a make-out session on a teenage girl's bed despite the fact the teenage boy was completely naked. But the symbiote was working on creating the necessary opening to bond with the teenage girl. It had learned before that a force bonding creates a considerable amount of resistance and such resistance might lead to Peter discovering that the symbiote was still alive. In fact, it's first idea of getting what it needed from Mary Jane was for it leave Peter's body and then bond with the girl while both were asleep.

The only reason why it didn't enact that plan was a possibility that it thought about during the time it waited for both Peter and Mary Jane to fall asleep. Since the only other individuals that it had bonded with were male, it wasn't entirely sure what would happen if it did a full bond with a female.

Would it get stuck permanently with Mary Jane or undergo some kind of mutation because of the different genders?

To ensure against those possibilities, the symbiote decided to use Peter as an anchor, staying bonded with him while momentarily bonding with Mary Jane.

So far, the first step was proceeding smoothly. This act of kissing was essentially a means of gauging how Mary Jane would react to subtle motions. To see if she wouldn't object and possibly even invite similar actions.

Mary Jane herself was experiencing something else entirely. Just moment prior to the symbiote's actions, Mary Jane was experiencing a rather vivid dream. One that she had been having on and off again for some time now. The time when the dream started was not long after the school was attacked by three-quarters of the Frightful Four.

As much as she wanted to tell herself that it was something else that made her dreams focus on Peter Parker, Mary Jane was very reluctant to admit to herself that it might be something more. Seeing someone like Peter, a high school student, stand up to people that each easily had more firepower than a whole military division of soldiers. He may not have been able to do anything against them but the fact he could stand up to them showed a sign of character that Mary Jane hadn't been aware of. She had seen Peter deal with the typical bullying scenarios almost day after day in school but never once did he do anything that might considered fighting back.

Those instances he had a chance at fighting back but against a woman that could easily lift a car with one hand and throw it with the same ease as professional football quarterback player with a football, there was no chance but he still stood up to them.

Seeing that side of Peter made her dream of the times where Peter might actually be daring enough to initiate a kiss with her. She even had hoped for it during their time studying but at the moment settled for the dream where Peter had snuck into her room during the night to kiss her as passionately as she wanted him to do so.

Her dream was becoming so vivid that Mary Jane could swear that she felt Peter's own lips, even his own body pressing against hers. Mary Jane could feel the strength of Peter's body as his skin pressed up against her own. His chest against her chest. Even her fingers and legs somehow entwining with Peter's as if making sure neither one was letting go of the other. The warm breath coming from Peter's mouth as he took in a quick breath and resumed his pleasurable actions against her own lips.

The dream seemed so real to Mary Jane that she might've never wanted it to end. But then the dream changed.

Mary Jane didn't really understand what her dream was telling her but she felt something enter into her mouth and started sliding down her throat. Whatever it was, it was coming from Peter and it was slowly filling up her throat to where she was having trouble actually breathing. Then she felt herself beginning to gag whatever it was going down her throat.

It was more than enough to wake her from her dream and into something she felt was a nightmare.

Mary Jane's eyes snapped open and only took a couple of moments for her eyes to adjust to the night light to see that Peter was indeed on top of her. Not only that but he was also completely naked and his mouth was sealed against her. Her senses quickly confirmed that she was indeed having something going down her throat and the best she could tell was that it was coming from Peter's mouth. It was like his tongue was extending far beyond human length to enter into her.

Whatever was going on, Mary Jane wanted it to stop immediately. Her first attempt to get Peter away from her made the teenage girl realize quickly her situation was worse than she initially thought. When she tried to move her arms, Mary Jane felt that they were locked into place on the bed. Peter's fingers and interlaced with her own and his grip on her hands were practically like steel. No matter how much effort she put into moving her hands, even just her own fingers, Mary Jane couldn't overcome Peter's own strength.

The red head then decided to use her legs and try to pry Peter off of her. It was at that moment when she realized something else that made her eyes grow wider than they had ever been before in her life.

What could at best be described as something oozing onto her legs made it so that her legs were pressed up against Peter's legs. Like several snakes wrapped themselves around both of their legs and more or less locked them into place.

This was more than enough for Mary Jane to begin screaming in distress. But each attempt at screaming was muffled by Peter's 'tongue' down her throat which was still traveling down deeper into her. The teenage girl even made the desperate attempt at biting off whatever it was that was in her mouth. Each time she tried, Mary Jane put as much effort as she could to close her jaw but to no avail.

The more she struggled to free herself from Peter, the more Mary Jane became panicked by the fact that she couldn't move. She also became more panicked when she felt the same feeling of whatever it was that had wrapped around her legs beginning to touch every other part of her body. It was like something was coming off of Peter's body and was melting onto her body. Again it felt something snake-like was crawling onto her body and whatever they were had to be live the way it felt how they moved on her skin.

Mary Jane didn't think she could be any more afraid of what was happening until she felt her sleeping shirt and her panties being ripped off of her body. The sound of the cloth tearing and the feel of it being rather forcibly removed from her body instantly gave Mary Jane the impression that this was a rape and it was her best friend that was doing it to her.

As she felt her body begin to be covered in whatever it was coming off of Peter, Mary Jane saw it starting to creep over her eyes. Desperation of a level completely unknown to her made the girl's heart race to the point where she felt she might experience a heart attack.

No matter what she did up until this point, she couldn't free herself and was left with no other option but to watch as whatever blackness took away her sight.

It was in that moment where Mary Jane shot up from her bed gasping for breath as desperately as she could. It took her a while to calm herself down just enough to realize that she was in her bed in her room and it was still night time.

“Are you okay?”

Mary Jane snapped her head over to where the person spoke and felt some relief when she saw it was Peter with a genuine look of concern on his face. He was kneeling to the right of her next to her bed so he had a clear view of what Mary Jane looked like in her sleeping attire but it showed that he wasn't paying attention to any of that.

“Peter? What...what are you doing here?” Mary Jane was still trying to slow down her heart rate and breathing.

“I was going to the bathroom and I heard you…well, it sounded like something was wrong and you were in trouble.” Peter replied, the look of concern didn't ease up a bit.

Mary Jane didn't know why but felt touch at Peter's concern for her. It was mostly on instinctive reflex when Mary Jane moved closer so as to hug Peter rather tightly. It surprised Peter that Mary Jane was holding onto him tightly but he responded by returning the gesture.

Mary Jane let out a sigh of relief when she felt that this was the real Peter. At least to her it was and not the one moments ago. “Just had a bad nightmare. Don't know why or what it means but I'm glad you're here now.”

“Must have been real bad. It sounded like some kind of monster was attacking the way you were tossing and turning on your bed.” Peter replied while giving Mary Jane a kind of reassuring back rub as he continued to hold her close.

“It's over now. Just...hold me please.” Mary Jane didn't really understand why she had said what she said to Peter.

Peter didn't reply except still holding the girl close to him. Both remained close to each other for some time before Mary Jane felt she was calmed down enough. When she pulled away, Peter noticed something on her face that didn't make his concern for her dissipate.

“Are you sure you're okay? You look like you've been crying.”

Mary Jane was surprised when she checked around her eyes and indeed she had been crying. She even noticed some tear stains on Peter's should where her head was just resting moments before.

“Guess that dream scared me more than I thought.” Mary Jane wiped the tears from her eyes and gave a small laugh after she had finished. “Look at me. Acting like the damsel in distress waiting for the knight in shining armor to sweep me off of my feet.”

“Hey, what are friends for?” Peter replied while giving Mary Jane a kind of smile that just reassured the teenage girl very deeply.

Not understanding why she felt she should follow through with it but Mary Jane moved in close and kissed Peter directly on his lips. The teenager could tell the look of shock on his face even with her eyes closed. It didn't last long before Peter somewhat returned the kiss. Both weren't all that experienced since it was their first kiss but that didn't deter either of them.

After a couple of experimental tries, both teenager started to get solid handle on how to enjoy the action. Mary Jane didn't expect that her first kiss would be with Peter or that it would feel as good as it did.

So good in fact that Mary Jane let basically instinct control her body and allow herself to fall deeper into the pleasure sensation she was feeling. It was not surprise when Mary Jane found herself laying on her bed with Peter on top of her still kissing her. She didn't even care for the fact that one of Peter's hands took hold of one of her breasts. Mary Jane might've took notice it was going a bit too far too fast but something inside of her told her to just let go.

To just enjoy it all as long as possible.

While Peter started to fondle Mary Jane's breast, an action that the teenage girl found was both incredible and reaffirming the fact that her chest area was rather sensitive, Mary Jane herself had reached under Peter's shirt and started to feel up his chest as well. Despite the haze of pleasure that was filling inside of her mind, Mary Jane was able to feel how tone Peter's chest was. It was warm and she could feel his skin but also felt like he might've been a marble statue considering how hard the muscles were that she could feel.

Peter continued to kiss Mary Jane gently while running his hands over her exposed soft skin while she in turned felt his own. Mary Jane didn't react much when she felt Peter reach up and move the upper part of her night shirt so as to fully expose her right breast. Mary Jane did react when she felt Peter begin to play with her nipple causing it to make it hard. That was enough to bring Mary Jane to her senses temporarily and so covering herself. Mary Jane' self conscious about her bust size came right to the front of her mind.

“I know they’re not that big when compared to Maya Lopez or Julia Carpenter or Debra Whitman.” Mary Jane told Peter. Compared to those three other girls, Mary Jane was a sizable C-cup at the moment but those three were the kind of girls that grew up quickly and had both sides attention. The guys that wanted to play with their 'fun bags' and the girls who were jealous that they weren't as big in the bust.

Peter only smile in response before he reached up and pulled down the other shoulder of the shirt and fully exposed Mary Jane's naked chest. “Don’t worry about that.” Peter told her honestly after pulling her arms away to take a look at her topless form.

Mary Jane knew her breasts had a little darker shade in flesh color for her nipples and so wondered what Peter was thinking as he simply gazed at them. She was also wondering what it was that was making her allow Peter to do this to her. There was some unknown part of her that was demanding her to allow Peter to continue.

In fact, it wanted her to let Peter go all the way.

While Mary Jane began to struggle with this awakened part of her, Peter himself had already reached up with one hand and gently caressed one of the girl's breasts. “Mary Jane you’re a beautiful young woman, never let anyone tell you different.”

The teenager girl couldn’t believe her current situation. Here she was, half naked while allowing her best friend to feel her up. But it wasn't even that long where she found herself not even caring anymore. The part of her that had awoken to Peter's touch wanted him more than ever now. Mary Jane did her best to reach up and bring Peter close to her but her arms were half restrained because of how her night shirt was on her upper torso. She did managed to send the message that she wanted Peter closer to which he happily obliged.

Both teenagers kissed the other as passionately as they could before Mary Jane broke the kiss to say what was on her mind. “Take me Peter. Please….make love to me.”

The words left her lips and Mary Jane could not believe how much honesty was in each of them. She wanted to deny them almost immediately but something kept her from doing anything else except await Peter's touch.

Peter gave the teenage girl a smile that told he was more than happy to oblige the girl's request. After laying Mary Jane back down on the bed, Peter removed the girl's night shirt completely before he removed his own upper shirt. Even in the night light Mary Jane could tell how toned Peter was. The sight made the girl lick her lips in anticipation.

Peter started kissing Mary Jane on the lips first before he slowly moved down her neck. He trailed his tongue from the nape of her neck towards the space between her breasts while his hands also caressed her body. Mary Jane became lost in a swarm of new sensations. The feeling of his hands along her skin, how he caressed her body only got her more worked up. She could start to feel the dampness of her pussy making a wet spot on her panties as a result of Peter's exploring touch. Peter worked his way around her chest area, kissing between her breasts before taking one of them into his mouth. Mary Jane's back arched at the unfamiliar but exciting contact as she grabbed Peter's head.

She thought it couldn’t get any better as her entire body squirmed under his unknown talents. When his free hand went to rub the front of her panties, that was both unexpected and delightful. Mary Jane practically had to bite her lips to keep herself from crying out loud but failed several times. Each time a cry escaped from her lips, Mary Jane felt her hips jerk upwards on their own in response to Peter's touch. Without a doubt, Mary Jane wanted Peter so badly now that she felt her body burn for more of it.

“Peter...please...I don't...I don’t know how much more...I can take,” she begged him.

“Just a little more. I promise you'll enjoy it.” He kissed down her toned stomach and pulled down her panties. Once removed, Peter saw a small trimmed patch of red hair.

“Uh, surprise.” she said very sheepishly while looking down at him. “I had often heard from the other girls in school that most guys either preferred a small bit to none at all …”

Peter smiled at Mary Jane. “It’s okay. I think it’s cute.” Peter then licked her wet slit making Mary Jane feel like a jolt of electricity had just rushed throughout her body.

He worked his mouth on the girl in ways Mary Jane had never even imagined. It was like since this was the first time for her, Peter wanted to make sure she came at least once.

Mary Jane was lost in a world of lust and passion as she felt for the first time a guy eating her out. It was so much better than fingering herself even when she first experiment some time ago. The way his tongue moved around inside, the wet and warm part of Peter’s tongue did things to her she wasn’t aware could happen. Then she felt him pull apart her nether lips and stick his tongue even deeper. Mary Jane cried out then as her back left the bed since her hips were jerking in pleasure she had never known before. She was now more than ever certain that this was far better than any experiment of masturbation she had tried before.

Even the time when she got ahold of a certain kind of toy and tried it one night.

Peter soon found her clit and placed his lips lightly on it so he could suck on it ever so lightly. This had the effect of making the young girl cry out even more. Mary Jane grabbed of ahold of the bedsheet in a death-like grip. It was as if Mary Jane felt she would get sent flying off the body the way her body was jerking around because of Peter's actions. If possible, it became even more so when he started flicking his tongue across the sensitive bud.

“I think…I think I’m going to cum!” Mary Jane told him with her body wanting to thrash about even more.

“Then, my red goddess, please cum.” Peter told her as if he was giving her a command she waited all her life to hear. With that said to her, Mary Jane’s whole body seemed to tense up as she cried out. Her hips jerking as she came harder than she had ever had in her young sexually inexperienced life. She was left nearly lifeless as her body fell back onto the bed.

“Oh dear God...that was so good.” the teenage girl said while almost desperately trying to catch her breath.

“And we haven’t even gotten to the good stuff yet.” Peter told her getting up on the bed next to her kissing her shoulder his hand caressing her stomach as he slowly went down to her very wet pussy. “Are you ready….for it?”

“Do it. I trust you.” She told him even though she understood both the innuendo and even the dangers behind the pleasure.

Peter nodded before making Mary Jane roll over so as she would be laying on her stomach. With her toned ass up in the air, Peter used his fingers to slowly entered in between her nether lips. Mary Jane had tensed up for she had expected something else to enter into her body. But what she felt still made her tense up and gasped at the intrusion. Peter was using his two fingers to help stretch her out in preparation. He wasn’t going to break her hymen just yet although he was debating about it at the moment. He wasn’t sure how much to do this but he knew he had helped to loosen her up a little. As tight as she felt around his fingers, Peter was starting to get excited at how tight she would feel elsewhere.

Mary Jane buried her face into her pillow to keep her screams of pleasure from awakening her mother. The last thing she wanted was Peter to stop and the worse thing that she felt could happen was her mother barging in and seeing both of them in such a state. That was the only coherent thought in Mary Jane's mind which was otherwise overloaded in pleasurable sensation after another. Even more so when Peter helped her achieve another climax that seemed more powerful than the first one.

Pleased with his work, Peter stood up so he could remove the last of this clothing. Mary Jane was able to see this even through the haze of pleasure that filled her eyes. She watched eagerly as Peter stood basically in front of her naked for the first time. Seeing every inch of his naked form and especially his manhood easily aroused Mary Jane for she again didn't expect Peter to be as muscularly toned as he showed he was. It was probably the most pleasant surprise she could have ever asked for.

Though it was the first real dick that she had seen in person, the sight of it made her shudder with anticipation for it was going inside of her.

Mary Jane watched as Peter got around to the base of her bed and kneel onto it. The girl herself repositioned herself so she was now on her back with Peter in front of her. There was still a part of her that was telling her not to go through with this but the rest of Mary Jane wanted this more than she had ever wanted anything else in her life. Now in front of her, Mary Jane slowly spread legs apart for Peter in a wordless invitation to him.

Mary Jane Watson lay there naked and couldn't help but breathe heavily as she watched Peter sat in front of her spread legs. She still couldn't believe she was really going to go through wit this. She was really going to lose her virginity this night. A part of her still wondered if she would be able to take all of him inside of her. He looked so big to her and her own extremely limited experience couldn't help her in giving her a sense of how to gauge one or the other. Even the couple of times Mary Jane did a curious look on the internet failed to give her an idea of what was to come.

Peter placed the tip of his cock at her entrance making her hold her breath.

“You sure?” Peter asked her one last time. Both of them knew that it was now or never even at this point in time.

Mary Jane swallowed back the nervous lump in her throat. There was still a part of her that telling her not follow through with this action but the rest of her was screaming in protest of her delay. Her hands again grabbed hold of the bed sheet tightly as she ready herself after giving Peter a nod of acknowledgment.

Peter eased himself as he watched the head of his cock push past her nether lips. The red head teenage girl held her breath as he eased himself in until he felt the barrier of her hymen. Peter stopped himself from continuing, giving Mary Jane a look as she nodded her head. Peter made the final push as Mary Jane gasped with her fists clenching the bed sheets as she hissed out reaction to losing her virginity.

“You okay?” Peter asked when he saw Mary Jane react more in pain than aything.

“I…yeah I think so. Damn, does that stings.” Mary Jane groaned as she felt it inside of her. “Are you in?”

“Not all the way.”

“Keep going. Please.” Mary Jane felt the pain slowly ease up with each passing second and become more comfortable. “I want it all.” She looked up at him as Peter leaned over her and slowly eased the rest of his length into her.

Mary Jane groaned with each inch of Peter's cock entering into her. It did hurt but she was glad that she was still wet from very recent orgasm that he gave her. Turns out that it was allowing for some ease for Peter's manhood as he continued to slip inside of her. She had never felt so full in her life nor even think it was possible to even feel this way, she had only used her fingers before to masturbate and never had something this big in her. She felt him stretch herself out unlike anything before she groaned as he slowly pushed himself deep into her body.

Only after a couple of more inches did Peter reached the end of the line, so to speak, as the head of his cock pressed up against her cervix. Finding out that he wasn’t fully in, that there was still a couple of inches left of himself to go did dissipate some of his enthusiasm. But Peter clearly knew he couldn’t go any further.

'God, is she so tight. Never felt anything this tight at all.' Peter thought to himself while he saw Mary Jane still slightly shaking even though he had stopped pushing into her.

“Need a minute?” Peter asked Mary Jane when he saw her starting to get herself back under control.

“Just...just a bit.” She breathed out.

'God, I've never felt so stretched out like this before.' Mary Jane thought to herself and committed to memory how it felt to have someone like Peter inside of her. She could also feel her body trying to accommodate Peter being inside of her but it definitely a slow process.

Peter kissed Mary Jane gently on the lips and around her neck as they stayed there on the bed. He even kisses away a few tears that formed on Mary Jane's face, as if to kiss away the pain she was feeling and replace with genuine love and compassion. Those kisses were enough for Mary Jane to finally go past the pain and await the coming pleasure.

“I’m ready. Peter, please go slowly.” Mary Jane said to Peter while gently caressing the left side of his face.

“Okay. I will.”

Peter gently pulled out a little and pushed back in as Mary Jane groaned in a mixture of slight discomfort and some pleasure. Peter couldn’t believe how tight this girl felt around him even though she was his first as was he was her first. Mary Jane didn't realize when the pain of losing her virginity disappeared completely and was replaced with a sensation of pleasure she had never known possible to feel.

His actions were slow and steady in the beginning. Almost pulling all the way out before going in as far as he possibly could. Each time Peter pressed up against Mary Jane's cervix, the girl herself let out a groan that sounded like a mix of pleasure and pain while her grip on the bed sheets would tighten at the same moment but loosen when Peter pulled back.

Peter was definitely enjoying the feel of his cock being tightly squeeze as he pushed inwards but more so when he began pulling out. It felt as though Mary Jane was actually trying to keep Peter's cock inside of her. It wasn't too long before Peter's motions began to increase in rhythm. Peter didn't even realize that when he pushed into Mary Jane's vagina, he was even trying to push into her even further.

“Augh….don't...don't stop….don't stop Peter…..don't...augh!” Mary Jane let herself fall into the sensations she was feeling, barely registering anything else that was happening.

“As you wish.” Peter smiled as he complied, going faster in and out of Mary Jane's once virgin pussy. Again Peter had a hard time believing how tight her pussy was around his cock, forgetting again the fact this was both their first time.

As Peter rocked himself into the girl, Mary Jane herself didn't realize that she had wrapped her legs around his waist in order to pull him in close when he pushed into her. Mary Jane soon found herself getting more and more pleasure out of Peter and found herself wanting more. Peter noticed it when Mary Jane wrapped her legs around his waist and easily took it as an unspoken command for him to continue if not increase his efforts.

Mary Jane herself remember having one last coherent thought before Peter entered into her and broke her hymen. She had thought that if this was how she was going to lose her virginity than she couldn’t have done better. The teenage girl held Peter close as she whimpered and groan with every thrust into her. She didn't even notice that her own hips began thrusting back.

Peter wanted to see if he could utilize a better angle in his thrust and so reached over and took hold of Mary Jane's hips. In timing with his thrusts, Peter raised Mary Jane's lower body upwards and brought it back down when he pulled back. Peter wasn't sure but it felt as though Mary Jane was now even tighter when he did. What Mary Jane felt was Peter basically moving her love tunnel just before he basically bottom out inside of her. The two sensations combined flooded Mary Jane's body and mind with a new sensational pleasure that couldn't possible have prepared for. There was some pain coming from Peter's actions but it was so easily mixed in with the pleasure that Mary Jane found her wanting more of it.

It was long after Peter started doing this that she felt the similar feeling of her insides tightening again, telling her that another orgasm was coming. Mary Jane wanted this to last forever, to feel this great even longer but her body was quickly reaching it's limit. She couldn’t even tell Peter that she was coming. All she was capable of doing was cry out in pleasure each time Peter entered into her fully. Suddenly, hitting her like a bolt of lightning, Mary Jane's mouth opened in a silent scream as her eyes widened when her entire body tensed and spasm as she reached her first true climax of the night.

“Oh, God!” Peter felt Mary Jane's tight pussy suddenly get tighter. Even more so as it felt like Mary Jane's vagina tried to milk Peter for everything he was worth. It was a sensation he had didn't expect even as he thrusted into the teenage girl's dripping wet pussy one last time. His dick throbbed and burst his cum into the girl's womb.

Feeling something hot enter into her lower body while she was in the middle of being sent to heaven was another new sensation that practically blew Mary Jane's mind away. Every sense Mary Jane had felt like they had exploded from pure pleasurable overload. Her eyes were open but it wasn't her room she saw but exploding stars. This moment in time for Mary Jane, everything else didn't matter. Not even the fact that she had just had unprotected sex and wasn't sure where she was in her cycle. All this girl wanted to do was let the wave after wave of pleasure keep riding through her for as long as she could handle it.

Peter himself felt a different but equally intense pleasurable sensation. With his cock firing off his entire load into Mary Jane combined with the girl's vagina milking efforts, it was like his life was draining away into the girl. Something he had no issues with if this was how it was going to end for him.

When Peter felt he was done, he gently pulled out of Mary Jane and rolled to his side in slight exhaustion. He quickly noticed that Mary Jane's ass was still in the air and coming from her pussy were her juices and some of her blood lightly dripping down to her thighs.

Both teenagers laid on the bed panting while coming down from their mutual orgasms.

“That….was the….most incredible….experience….I had ever felt.” Mary Jane said while again trying to catch her breath. She let herself basically fall to the opposite side so to as to face Peter while she laid on the bed. She down at Peter and then at herself to see what it looked like after sharing an orgasm and noticed some slight blood on her pussy. It took a bit for her mind to form a coherent thought and remember what she had learned from health class. That a virgin girl's first time would have this possible outcome.

Even Peter noticed it and replied rather sheepishly at the sight. “Uh…sorry about the mess.”

“It's okay. Nothing a round in the washing machine can't fix.” Mary Jane noticed that their combined juices had easily stained the bed sheets and they weren't the kind of stains that would go unnoticed.

“Here, let me help.” Peter said when he reached over to one bed's nightstands and took some cleaning tissues and handed them to her.

“Thanks.” Mary Jane actually felt herself blushed out in some form of embarrassment before she took said tissues and cleaned up her inner thigh areas so as to keep from making any more stains.

“Aren't you worried your mom might still notice the red stain there?”

“Don’t worry about it. I've been doing my own laundry for some time now since mom has been doing some more overtime at work.” Mary Jane had already made a plan on when to do her laundry and keep it a secret from her mother for the time being that she was no longer a virgin.

A teenage girl that was no longer a virgin and was thinking of becoming a little more sexually active with a certain teenage boy.

Her mind kept going back to the fact of what she had just done. She had lost her virginity and from the way it felt, how good her entire body was feeling at the moment, Mary Jane couldn't help but wonder why she hadn't done so sooner. Maybe it was because she was afraid of taking such a huge step and the only two male friends she knew well enough to be intimate with were Harry Osborn and Peter Parker. Maybe she wanted it to be special since from what she had heard from others at school, losing one's virginity was about a big of a step to becoming an adult as was graduating from high school and college combined.

Overall, it didn't mater anymore since she was no longer a virgin from this day forward. She had given her virginity to Peter but in turn took his virginity.

Mary Jane didn’t want any awkward moment to happen between them at this time. She slid up next to Peter and rested her head on his chest while cuddling up to him. “Thank you for this.”

“Well, I'll admit that this isn’t how I pictured my night going but you’re welcome.” Peter replied while gently stroking her back along her spine.

“You think I expected to lose my virginity tonight?” Mary Jane joked back at him, loving what he was doing to her back. She felt like she could just melt into him like this. “I have no idea what got into me tonight but I’m glad it involved you.”

Peter laughed a bit at Mary Jane's words before he replied. “Well, if you can say that, then maybe I can say that I didn't know what I was getting into tonight either.”

Both teenagers let themselves laugh at the play of the words they had just spoken. Mary Jane even cuddled a little closer to Peter after she finished laughing and sighed contently. She listened closely to Peter's heartbeat and found the sound almost intoxicating. So much so that for a couple of moments, Mary Jane almost thought she heard two separate heartbeats.

But what really got her attention the most was something rather warm poking her lower area. Looking down and seeing Peter's flagpole was at what she thought was full erection. Mary Jane wasn't sure what it meant but found herself being aroused for some unknown reason.

Like she knew Peter could give her more and was more than ready to do so.

On some unknown or forgotten instinct, Mary Jane reached down to touch Peter's manhood. Though it was inside of her just a minute ago, Mary Jane still had no real idea what it felt like. Her sense of touch told her that skin around the organ was softer than she expected. She gently starting stroking it and quickly found out that it was hardening even more so in response to her touch. Mary Jane quickly realized and also couldn’t believe she was giving Peter a hand job

But here she was and it was clear that a part of Peter was enjoying it. Soon he was fully erect by her touch and Mary Jane found herself marveling at the sight of it. Even in the dim night light, Mary Jane couldn't help but again lick her lips in anticipation of what she hope would come soon. She couldn't help herself but marveled at his dick, how the skin was so soft and yet she could feel the heat from it, the pulsing strength that seemed to be coming from it.

Peter watched at Mary Jane basically played with his manhood but made no objection to her actions. Even more so when Mary Jane started to move and made it so Peter himself was now laying on the bed and Mary Jane just above his waist.

Before Peter could ask what Mary Jane might have in mind, the red head girl took hold of Peter's manhood and guided it while lowering herself onto it. Peter was actually a bit worried since he knew that not all of him would be able to fit inside of Mary Jane and tried to stop her from lowering herself all the way down. He had his hands on her waist but the girl kept pushing herself down as far she could go. Peter could feel the extra weight bearing down on his cock along with the tightness around it. Even when he felt the head of his dick pressing against Mary Jane's cervix again, he felt more pressure against his cock than before.

Mary Jane herself felt full again but as well as uncomfortable. When Peter had his cock inside of her, it was from behind and now she realized he wasn't all the way inside of her. The extra pressure against her insides made her body react by somehow losing it's strength. Mary Jane had to steady herself from completely falling onto Peter by bracing with her arms. She even felt like she needed to catch her breath again like Peter's cock was somehow pushing the air out of her lungs this time around.

Peter was worried that Mary Jane might be hurting herself. He was also reluctant to admit it but her actions were causing to have a light sheen of sweat covering her naked skin. A clear sign of how much effort she was putting into what she was doing at the moment.

Fearing that she might be hurting herself, Peter began lifting Mary Jane off of his cock.

“Don't.” Peter stopped when Mary Jane said that to him. To say it confused him was an understatement.

“But...are you sure?” Peter was still concerned and was still ready to remove Mary Jane from him despite the fact of how good she felt on his cock.

Mary Jane only smiled at him as she lifted Peter's hands off of her waist and retook her position and slowly lowered herself onto him. She couldn’t get him all the way inside of her but the feeling of being totally filled easily made up for that. This time, she made sure to position herself by using her legs to keep herself from falling too far and hurting herself. Once she had gotten the feel of how far to fall, Mary Jane began to raise and lower herself on his man shaft

Peter was mesmerized at the sight of the red haired goddess beginning to ride him. The light layer of sweat that was on her skin gave off a shine in the dim light of the night. It was a sight Peter had never expected to see but made sure he would never forget it. Mary Jane really started to let herself go while she rode Peter's cock. With her free hands, Mary Jane reached down and began rubbing Peter's abs and chest. Peter in turn began to run his hands along her thighs and sides before reaching up and fondling her breasts.

“Oh, if I had know...this is what felt like…to ride a cock….I would...done this...augh...sooner!” Mary Jane tried her best to finish the thought she had in her mind but the pleasure shooting up through her body easily overflowed into her mind. It didn't take long before that was all she knew and all she wanted to know forever.

Peter might've replied in that he agreed with the girl riding him but said nothing instead. He too wanted to enjoy the feeling of Mary Jane going up and down on his cock. He went so far as to even help her out by having his hands on her waist and lifted her up before letting her fall back down. Mary Jane eventually let herself fall forward but didn't stop raising and lower herself on Peter's dick. She locked her lips with Peter's and tried to engage in make-out while her nether lips began to squeeze around Peter's cock. All Mary Jane really managed to do was have Peter practically swallow her grunts and groans of pleasure from her mouth while she continued moving her hips up and down.

Mary Jane tried to keep going, to keep the jolts of pleasure that were shooting up her spine to be continuous. It was a feeling she never wanted to be without now that she knew it existed. But her body soon reached the familiar sensation of a coming explosion that made it hard for Mary Jane to choose.

Either ride Peter's cock until she died from exhaustion or let herself ascend back to heavens like before.

The choice was made for her when Mary Jane inadvertently made herself fall farther down Peter's cock and the hard connection made between the two of them. Mary Jane's entire body reacted when her orgasm hit her. Her body somehow arched back up off of Peter and her head snapped back when she let out a scream that could have easily shattered the glass in her bedroom windows.

Like before, Mary Jane could feel Peter's essence flooding into her womb when he reached his limit at the same time she had. She could feel what she would later describe as their combined essence being shot into her. Mary Jane even felt some escape and slowly trail down her thighs.

The teenage girl didn't move for several moments. Whether it was because her body locked itself into place in order to enjoy the euphoric feeling that flooded every fiber of her being or it was the result of a true orgasm, Mary Jane didn't know or cared. All she cared was to hold onto the feeling as if for dear life. She didn't even care about the fact as she felt herself fall forward with no intention to break her fall.

It was when she fell forward and landed did she realize she had landed back onto her bed. She didn't land on Peter which definitely left her confused. But not as much as confused when her mind managed to overcome the fog of bliss and took notice that she was completely alone in her room.

Mary Jane looked around to see if maybe Peter had moved and she didn't notice it because she temporarily lost the ability to tell the passage of time. When she still didn't see him in her room, Mary Jane wondered if Peter was playing some kind of trick on her. It had to be some kind of joke because her body was easily telling her that certain areas of her ached along with lingering hints of an all too familiar pleasure.

After quickly examining her room to see if Peter might be hiding, Mary Jane noticed several things right away. One was that when she looked at her bed sheets, there was no obvious signs of stains on them. She still couldn't find what she was looking for even when she got closer in order to locate a specific stain. All she saw and smell were traces of sweat on her bed sheets. When she looked at herself, she noticed her body was coated in sweat as well as the fact she wasn't in her night time sleeping attire.

That was all she needed to know that what just happened wasn't a dream. It couldn't have been. Mary Jane decided to confront Peter about what he was doing and what had just happened. The teenage girl was so determined to confront Peter that she didn't even bother to put on a change of clothes when she left her room.

Mary Jane headed directly to the living room first to find Peter and didn't really bother to walk quietly passed her mother's room as she headed for her destination. She wasn't even halfway down the steps when she saw the person she sought apparently sleeping on the couch. Mary Jane was more than determined to walk over to the person sleeping on the couch and wake them up in order to answer some serious questions.

But she stopped herself just as she got close enough to get a clear view of Peter's face. Mary Jane already knew that there were still traces of sweat on her face from what happened in her room and she remembered that Peter was just as covered in sweat as well. She remembered feeling it when they were close just her last orgasm. Her eyes weren't fogged over anymore from sexual bliss but it didn't help to understand why she didn't a single bit of sweat anywhere on Peter's face.

Another fact she noticed right away was that when Peter was in her room, he was wearing a darker color shirt. It was almost a black shirt he was wearing and not the green colored one that he wore when he first came over to her house. Her mind tried to come up with a scenario in where Peter might have had a spare shirt with him. But she had seen the inside of his backpack and there was nothing but school and notebooks in it. Mary Jane couldn't even remember a time where Peter actually wore a completely black shirt ever.

The girl still believed that something had happened. She couldn't have a dream that had such detail in it and left such a mark upon her that and still be able to be called a dream. It felt too real to be anything else.

There was one last thing Mary Jane could check to prove it wasn't a dream and she could only do that back in her room. It didn't take long for her to perform the necessary action to confirm something she thought was impossible.

Mary Jane felt her hymen break, felt drops of her own blood slightly moving down her thighs. All of it happened not even 10 minutes ago.

But when she checked and found that it was still there and there were no traces of her blood anyone on her persons, all that really sent her for confusion loop.

Half of the evidence was undeniable that she hadn't had sex recently but the other half of the evidence told her flat out that there was no other explanation. For the rest of the night and well into the morning, Mary Jane tried to make sense of what she knew, what she thought she knew and why the contradictions were there on both sides.

While the teenage girl was busy trying to sort out all the information she had, something else was already doing a similar process with what it had learned.

The symbiote had quickly learned several things when it started to bond with the one called Mary Jane Watson. Aside from the obvious biological differences, there were similarities that renewed it's interest in learning the opposite gender of it's host species. The thought process was basically the same, the mind interpreting the information coming from the five basic senses. Once it had gained enough control of these senses during it's initial bond with the female was when it engineered a kind of feedback loop for female's mind.

The symbiote manipulated the signals of information being sent to the brain while at the same time accessing the memories of the temporary host and essentially reprogramming a memory inside the female's mind. The memory it had encountered was something it's own host had called a dream sequence. The symbiote learned that there were times such dream sequence could actually be believed to be real. By taking that particular memory and manipulating it just slightly allowed the symbiote to begin learning everything there was to know about the female form.

In a way, it was grateful that there was such a memory inside the female's mind. It made it's exploration of the female form much easier in many areas. Especially in the areas of stimulation and responses. Though the symbiote had suppressed the female's consciousness into the dream cycle, her body reacted much more strongly than it had anticipated when it began testing the biological responses. Especially when it examined the part of the female body that, for some unexplainable reasoning, had multiple names attached to it. It went with the most technical term that it's host had for it since the symbiote couldn't quite understand why one of the terms actually had multiple meanings to it which made it easier in it's view to confuse one with the other.

The moment the symbiote began to stimulate the vaginal area of the female form, the female's body began to react in muscle spasm that forced the symbiote to assert a firmer control so as to keep both bodies from fall off of the bed they were on. It was curious as to why such an area would respond in such way even when it fully entered into that area. It had learned that it's own host's sex organ was to be inserted into the female's sex organ in order to procreate but it was the act of the procreation that garnered it's attention the most.

It was through the dream that the symbiote learned more about the act itself. The symbiote managed make it so the dream would physically affect the female openly while also using the dream to cover it's experimental actions. It was definitely surprised when it caused the female to experience twice of what was termed as 'orgasms'. The fluids that the female release in response were definitely unknown to it's host. It also didn't expect to absorb said fluids but once it did, the symbiote felt a hint of something that seemed to revitalize it in a way. It was because of this surprise that the symbiote made it so the female achieved another orgasm.

The symbiote had contemplated the idea of fully exploring the female's entire biology but stopped itself when it realized that by breaking the female's hymen would leave a sizable trace of it's existence. It knew that there was a chance that the female wouldn't believe fully what she had experienced wasn't merely a dream. It didn't expect the female to become so aware and react when it began it initial bonding. It was almost certain that it didn't leave enough doubt in her mind that what she had experienced wasn't real after breaking the bond and returning to the couch when it saw her come from her room almost several minutes later.

Though it was somewhat satisfied that there was a noticeable sense of doubt on her face, the symbiote decided to keep close observation in the meantime. The doubt was there but symbiote didn't know how long it would remain before the female would openly seek out the reality. It was a perk that it's host thought highly of whenever said female

Overall, the symbiote's endeavor was most informative in more ways than it had expect. It now had a better understanding of the views it's host had with those he considered beings worth his notice and protection. All this information would easily help when the time came to reveal itself to it's host but in the meantime there was more to learn.

The symbiote believed it's curiosity would be satiated after it temporarily bonded with the one called Mary Jane Watson. It had even planned on bonding with another in the event should very little information had been gained. But there were questions it had never considered that it learned of when it bonded with this female as well as other individuals that might reveal even more.

There was much to do and now there were more avenues to go about to get what the symbiote sought. It had first thought that it only had the two choices, either Mary Jane Watson or Ava Ayala. The other three, the ones Mary Jane mentioned within her dream sequence, it was possible they may reveal as much through a temporary bonding and answer some more questions that the symbiote had not been aware of.

For now the symbiote would wait until the next opportunity presented itself.


Next Chapter – Hidden In the Mist


Author's Note: Here's the other story in the Spider Trilogy. Took a while to get it going, mostly because I wanted to set a different stage for the scenario with Peter getting a rather helpful symbiote. This time around, he's not aware of it which gives the story a little more leeway in other directions. So please, read and review when you get the time and keep an eye out for the other stories being update soon. Well, as long as my muse keeps working at least.


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