Alternate Title For This Story: Bitches Love Spider-Man. This has been in developmental hell for about a year or so. Given that Chronicles Volume 2 wrapped up production just last week (even though all of the chapters have not been posted), I feel the time is right. This was also given a preview months back in the first(and so far only) Web of Spider-Man short. Yeah, I've been meaning to do more those…..um eventually.

Anyway, enjoy!

Nick Fury was never one to mince words. He knew when a situation was fucked up beyond all belief.

"Should we tell them Commander Fury, sir?"

"Some people are better off not knowing that they were tortured, operated on, and god only knows what else by HYDRA," Fury said, looking at them. "Their memories of the ordeal…..the last seventy two hours, they're all gone."

"They don't seem to remember anything; the last thing they remember is when the plane went down."

Fury gruffly nodded.

"Let's hope it remains that way," Fury said, looking at the scientist. "Check them out and release them. Keep an eye on both of them. When HYDRA gets their hooks into you, it's a long road towards recovery."

The agents nodded and there were gruff statements of reassurance. Fury hoped that sending two of his top agents, Richard and Mary Parker on a mission like that would not come back to bite SHIELD in the ass.

"We caught the HYDRA scientist in question sir, but he's not talking," one of the field agents said, poking her head out from behind the door.

"It would be one of many no doubt, and I'm certain we were damn lucky to get that one," Fury said, holding the file report that they had.

Other than the fact that the Parkers had been captured, tortured for several days, experimented on, Fury could not find anything wrong with them. In fact, he found everything right with them, which made absolutely no sense whatsoever. They were healthier than they were during their last SHIELD physical.

What were the ramifications of what they did?

HYDRA had a game that they were playing but it was up to Fury to figure out what they were up to. And if he could not figure things out, there would be huge ramifications.

That word resounded to Fury big time.

"Release them once you check them over one time and do everything you can to find even the slightest thing wrong," Fury said. If the Parkers were clean, then perhaps they were fortunate. Many SHIELD agents who had been captured by HYDRA were not.

"Yes, sir."

Twenty years later, sixteen year old Peter Parker was about ready to enjoy what he hoped to be a nice quiet Saturday morning.

He did get a text message from a friend of his, because there was something interesting that she wanted to show them. The young man made his way outside, feeling the nice breeze as he walked down a couple of blocks. It was one of those days where he was happy to be alive.

Over the past thirteen years, Peter lived with his Aunt May and his Uncle Ben, that was the only kind of life that he remembered. He only knew that his parents died in an accident thirteen years ago. His memories of them were extremely faint, but that was the past.

The young man made his way outside of OsCorp tower.

He wondered how he was going to be able to get inside. The security must be something amazing to get through the door.

The guard at the door wasn't the most attentive person in the world. It was early Saturday morning and he was not really in it all of the way.

Peter watched the guard go off to get his cup of coffee.

"Psst, Peter."

Peter spun around so fast that he nearly received whiplash. He saw someone waiting for him.

"Oh, hey Gwen….um are you supposed to…"

"Relax, it's okay, no one's here."

Gwen Stacy walked forward, with a smile on her face, that was tainted with mischief. Her blonde hair hung down past her shoulder, with a black head band covering the top of her head. A black blouse buttoned up to cover her chest and she wore a white lab coat. Casually, she wore a pair of blue jeans, tight against her body. That gave Peter a nice view.

"They're working on something fascinating, it could change the world if they get it working for humans," Gwen said and Peter looked at her, with a surprised look. "Many diseases that are uncurable, they could be cured."

"Well, you've been busy here, haven't you…"

Gwen Stacy was two years older than Peter and kind of like a mentor. Sometimes a corruptive influence in some ways, the more that Peter knew about it. Her mother died at an extremely young age and her father was the Captain of the New York City Special Crimes Unit. He was never really around, so Gwen practically raised herself.

"Well what do you have to show me?" Peter asked and Gwen's lips curled into a bright smile, she grabbed Peter around the arm.

"Glad you asked," Gwen said, leading Peter there. "The OsCorp project started simple, injecting spiders with this super serum…"

"Spiders powered by super serum?" Peter asked, raising his eyebrow.

"Yes, by super serum," Gwen said with a smile. "Kind of like Captain America, only not really. That formula died with the original scientists. And companies and the government have been trying to duplicate that formula for years."

"But they've not gotten close," Peter said, remembering how he read about that for years. She lead him down the restricted area.

"This is so cool right here, these spiders have been specially bred for the purpose of testing the formula," Gwen said, swiping her card through the door and making it go through. "We'll be fine for the next hour, but when the security shift switches over, the other guard….is more attentive to this one."

"So no one is allowed to be here…..that's not…."

"Well its frowned upon," Gwen said, looking forward. "But there's no official restriction. I'm just an intern, so I really don't have much of a job to lose."

"That's an interesting way to think about things," Peter said, and Gwen's lips curled into a smirk. Her hand clasped onto his as they looked over the box of the spiders.

In the window behind then, there was a fresh batch of the formula simmering. Gwen noticed Peter looking at it.

"The last attempt was as potent as Osborn wanted," Gwen said and Peter looked at her.

"You actually talked to Norman Osborn?"

Gwen had a sheepish smile on her face. "Not exactly, but I know someone, who knows someone, who knows someone, who has a cousin whose boyfriend's sister talked to Norman Osborn over the phone."

"How many levels deep was that again?" Peter asked but Gwen looked at the spiders, a frown appearing on her face. "What is it now?"

"There are supposed to be fifteen spiders here, but there are only fourteen," Gwen said, doing a quick head count and Peter looked at her.

"They're….not supposed to be out in the open, are they?"

"Don't panic, maybe one of them were taken out of the case for experimentation," Gwen said, brushing the hair from her face.

"I hope….so," Peter said, saying the next word immediately and he could see a spider crawling on his arm. "Um Gwen."

"Don't move….try not to breath too much," Gwen said and she looked at Peter, sensing the question that he was about to ask. "I'm not sure what the consequences of the serum infected spider biting a person is but…."

Gwen left that statement hanging as the spider appeared to be docile on Peter's arm. That was a good thing, as one small tiny jostle could have shifted it.

'Doesn't exactly fill me with warm confidence and sunshine,' Peter thought to himself and the blonde casually picked up a pair of tweezers.

"Going to be over before you know it," Gwen said, an air of being professional to her voice. She reached forward and prepared to remove the spider off of Peter and return it humanely to the case where it could live out the rest of its, likely short life.

A hissing caused Gwen to pause and cringe.

'Please don't be what I think this is, please don't be what I think this is, please don't be what I think this is,' Gwen thought, as she looked over her shoulder and the OsCorp formula bubbled in a sinister manner. The blonde's heart thumped against her chest.

No sudden movements, easy does it. Can't go too slow but….

BOOM!

The grass cracked and Gwen could see the green fumes leak into the room. She was closest to it, so she inhaled the formula.

"Oww," Peter winced as the spider bit him. The arachnid landed on the ground, motionless.

"Peter," Gwen whispered, she inhaled some of the fumes from the formula, which made her a bit light headed. Hanging onto the wall for leverage, she slid over to Peter. "Are you….."

"The spider bit me," Peter said, he could see the bite on his arm and it was pulsing. He was pretty sure that spider bites weren't supposed to do that.

"Yeah….we better get you to the hospital….." Gwen managed, as she took half of a step forward and nearly collapsed. The fumes she inhaled made her light headed.

With surprisingly fast relaxes, Peter caught Gwen.

"Seems like I'm not the only one who should be going to the hospital right about now," Peter said, much to his surprise, his vision was a bit blurry.

Taking off his glasses, his vision was picture perfect. He faced Gwen and never realized how beautiful she was. Well he did realize that before, because he had to be stupid not to but…..well Peter was just going to stop thinking before he confused himself.

"Pete….I'm fine," Gwen said, as she felt her body heat up, and her arms held around his neck. She could feel Peter's arms wrap around her, he felt so warm pressed against her. The blonde blinked. "Really, I'm fine."

"Gwen, you're hot," Peter said and Gwen gave him a smoldering smile.

"Thanks for noticing, took you long enough," Gwen muttered to herself and Peter looked a bit agitated.

"No, literally, as in you're burning up."

Gwen noticed that about a few seconds after Peter mentioned it to be honest. She actually got really hot and then she felt a chill go down her body. Then back to normal.

"I feel fine right now," Gwen said to Peter and Peter placed his hand on her head, feeling the soft flesh underneath it. "See, fine, just fine."

"You nearly collapsed…"

"Well if you really want to give me a full physical, than by all means," Gwen said, her teenage hormones kicking up to an entirely different level. She could feel her core heat up and there was a second where she wondered if the chemical was some kind of super sex stimulant. "I wouldn't mind anyway…..I've got to….."

"Gwen, maybe you need to get to the hospital," Peter said, but he could feel her subtly rub against him. He tried not to get hard with her rubbing against him.

"I told you Pete, I feel fine," Gwen said, and now she was practically straddling his lap as he was back against the table. The blonde gave him a smoldering smile, slowly drawing circles on his chest with her index finger. "In fact, I feel great."

"I don't know about….."

Gwen cut off his protest with a long and juicy kiss. Peter's eyes widened, as her lips were moist and warm. They tasted delicious, kind of like strawberries but different. He could not really explain the intoxicating aroma flowing through his body.

Pheromones shot into the air and Gwen ran her fingers down his back. The two broke apart from the kiss and Peter was well aware that his hands rested on her supple young rear.

"Pete, that was amazing," Gwen said with a wide smirk on her face and Peter looked at her.

"Yeah, it was," Peter said, he was overcome by teenage lust, actually this was beyond teenage lust. Feral, animalistic instinct might be a better way to describe that. Although he was not discounting the small part the teenage hormones put into it. "So amazing…"

"Yes," Gwen said and she ran her hand down Peter's stomach and stopped a bit below the belt area. Her hand curiously roamed down his pants.

"Gwen….." Peter said.

"You might have swelling because of some kind of reaction from the spider," Gwen whispered, feeling him pulse in his pants underneath the palm of her hands. She slowly ran her fingers over it and she caused Peter's hips to give a jump. "It's common but there are no other side effects…..that I can know. But given the spider…there might be some ramifications."

Gwen threw her head back.

"How often do you jerk off?"

Peter was taken completely aback by that question, especially with the girl in question doing the action she asked of to him.

"That was a simple question, Pete, not exactly quantum physics," Gwen said, stroking him slowly in his pants. He really had nothing to be embarrassed about so Gwen wasn't sure why he turned all blushing nun on her.

Peter closed his question. "I don't know, I really don't keep track."

"Once a week, once a day, a couple times a day, every hour on the hour….."

"Every hour on the hour!" Peter yelled, a bit scandalized on that question and Gwen clenched him, firmly. The blonde slowly pumped him. "Why….why do you need to know anyway?"

"I need to sate you so I can get you home to run tests, and I have only twenty minutes to do this," Gwen said as she looked at the clock nervously. She could feel her own lust about ready to give way and she imagined Peter inside her. "So, I kind of need to know what type of resistance you have built up."

"I don't know, every so often…"

"Pete, details, do not skimp out on them," Gwen said, speaking up her actions, in an attempt to get him to burst. "You're a teenage boy, I don't know what kind of Beaver Cleaver household that you were raised in to have masturbation be such a taboo."

"Fine, three times a week, more when I see you," Peter said and Gwen looked at him, with a wicked grin, as she used her other hand to coax his essence from him.

"I'm not offended that I was your fuel for your fapping fantasies," Gwen said as she continued to work him over. She could feel how think he was in her hand and wondered how he would taste in her mouth.

"Gwen," Peter groaned and Gwen smiled. "I'm not sure….."

"We've known each other for two years, I say that's more than enough time, hell that's a long time in high school years," Gwen said, speaking up her motion. "Pete, I need you to cum for me. Don't hold back, give me everything that you have."

Pete saw Gwen's face and that was enough to really get him going. Her hand pumped him, rapidly and he felt himself twitch.

The explosion was more prolific then he remembered and it did feel more amazing in a girl's hand, as opposed to in a set of paper towels.

The thick fluids coated Gwen's hand and she could feel them. They were so thick that she could not believe it.

The blonde lifted up her hand and licked it, tasting it.

"Mmm," Gwen said and she looked at Peter. "Come on, I'll drive you to my house…..there's no way I can let you get home in the state you're in. Just let me take care of this."

Gwen began to type something in on the computer. She was hard at work and Peter noticed that she struggled to maintain her composure.

"What are you doing?"

"Erasing the last hour of security footage," Gwen said as she hacked into the system. "Trust me, you don't want what we did to pop up on camera."

'Nothing compared to what we're going to do,' Peter thought but then he had to smack himself for the thought.

"But that was just an appetizer before the main event," Gwen said, as she blacked out the security cameras. "There, last hour gone, last ten minutes gone."

Gwen looked over her shoulder and she could hear the footsteps around there. They were coming from the other end of the lab, finally noticed the explosion. She actually was surprised it took this long and she convinced herself that for once she was fortunate.

"So, my car's parked outside, let's go," Gwen said to Peter, hoping that the traffic wasn't too bad. She needed to figure out what the damage was and if her theory was corrected.

"Why do I feel like I'm your science project….."

"I just need to ensure that everything is fine and…..you're not running a fever, are you?" Gwen asked and Peter looked at her, shaking his head.

"Is there a reason why I…"

"Well if you were running a fever, then I would be worried," Gwen said, with a frown crossing her face. "Because that means that you were dying from the venom of the spider. Certain varieties of spiders in here are highly poisonous and can kill prey ten times their size."

"What…why….they put super serum in the bodies of these spiders?" Peter asked, trying to wrap his head around that. Gwen shrugged her shoulders. "Who in the blue hell thought that was a good idea."

"I don't know," Gwen said, shrugging her shoulders. "I just intern here, I can't figure out everything."

Peter had been so wrapped up in their conversation that they did not notice that they were outside.

"So far, so good," Gwen said and she looked at him, before she lowered her voice to an apologetic whisper. "I'm sorry."

"For what?"

"Well, I'll let you know when I'm right, hopefully I'm not," Gwen said, ushering Peter into the car. "I'll get us there as quickly as I can. I have a lab in my bedroom….."

"What if you blow up the house?" Peter asked before he could help himself.

"Do I really seem like the mad scientist type?" Gwen asked and Peter opened his mouth but she cut him off. "Actually, don't answer that question."

"Wasn't going to, I'd like to live," Peter said and Gwen shook her head.

'Patience, patience,' Gwen chanted mentally, almost like a mantra.

"Um, Gwen."

"Yes," Gwen said, trying to keep her mind on the road and not on the fact that she wanted to jump Peter and ride him into a coma.

"Since when did you have pointy elf ears?"

"I don't," Gwen said, hitting the breaks when the light turned read but then she stopped, catching a glimpse of her ears. "Well….I guess I…..I guess I do. Although I'd classify them as more goblin like, not elfish, really."

"We're not going to get into a debate about the details of mythological creatures," Peter said and Gwen smiled.

"No," Gwen muttered, wondering if other parts of her body were shifting. Then again, her shirt didn't seem just this tight this morning.

Must have been some vitamins in that green cocktail. She just hoped that she didn't turn into some hulking green goblin creature and go on a rampage or something absurd like that.

"Sir, we have a problem."

Norman Osborn slapped the folder down on his desk. He sat in the darkness in his office, medication hastily shoved back into his desk.

"What kind of problem?"

"There was an explosion, the Goblin serum has been tainted beyond all use….."

Osborn did not want to hear this. That serum was his lifeline. He was running out of time.

"Salvage it," Osborn said to his underling. He wasn't going to let this slip through his fingers. He was pretty sure that this particular cocktail would make him strong beyond all measure.

There were two things that Osborns never did.

An Osborn never apologized.

And an Osborn never gave up. Even when the doctor gave him six months to live.

To Be Continued.