Title: Symbiotic Quintessence

Pairing: Eddie Brock (Venom)/Peter Parker (Spider-Man)

Author's Note: I…really have no explanation where this came from… Other than the fact that Spider-Man has always been one of my favorite superheroes, Venom has always struck me as highly erotic, with his huge muscles, ability to control his body in any fashion, and that long tongue. Plus who doesn't enjoy a sexy bad guy? PS, I own nothing! All of the info used came from Wikipedia and .

Warnings: AU, Tentacles (never wrote this stuff before…) and a bad-aftertaste of hetero, but if you drool over the kinky smut, you won't notice it anymore.

It had been a long and trying week for Peter Parker and his alter-ego, Spider-Man.

The Daily Bugle had been riding him hard, demanding more pictures of everyone's friendly neighborhood Spider-Man. Aunt May had been questioning him once again about his frequent disappearances and bruises. And Mary Jane…that was an emotional rollercoaster in unto itself, and Peter was more than thankful to finally be off and away from it. Life was funny like that; you grow up admiring the one girl you're sure you'll marry, only to date her for years, be engaged for a while, and then to truly learn what kind of person she was. Who knew such a vindictive bitch lurked underneath that smiling mask; Mary Jane had even on more than one occasion accused Peter of sleeping with other women while he was out shooting webs!

That was the final straw that broke the camel's back; Peter called off the wedding, and walked away from the enraged redhead, a slight bump on his head from where the engagement ring hit him.

Spider-Man was having an even worse day it seemed. Almost every bad guy, from the petty criminal to the super-powered villain, seemed to want a piece of the web-slinger. Spider-Man had been shot at, thrown into a wall, blasted by lasers, and crushed under rubble, only to go home, sleep, and do it all over again. Rinse and repeat really.

Checking over his shoulder, Spider-Man checked for any followers as he swung to his little apartment. It was a dinky place, but it was home. Unlatching the window and crawling in, Spider-Man locked the window behind him and closed the blinds, blocking the world's view of his privacy.

Tearing off his mask, Spider-Man became Peter Parker once again as he slowly peeled of other various parts of his costume. Soon gloves, boots, and the torso piece were on the floor, revealing an extremely built yet lithely muscled body. Peter tossed his web-shooters onto a pile of clothes in the corner. His skin, while a healthy color, had various scars scattered across it. Even with his accelerated agility and flexibility, Spider-Man couldn't dodge every single bullet, claw, and knife that came his way.

Bending down at the kitchen sink, Peter splashed his face with cool water, trying to wipe away the grime of the night that just seemed to always stick to him. Seeing the fatigue in his eyes, and their dark bags as well, he summarized that he needed a well deserved vacation.

But alas, crime never rests, especially in a city like New York, where everyone seemed to congregate just to mess with him.

Finally stripping off the lower piece of his costume, Peter walked nude to his bathroom. He never wore anything other than his suit since there was no need. Thanks to his brilliance, Peter had crafted a material that was tougher than most fabrics that offered slight protection against fires and helped conserve body heat, while at the same time not hindering his flexibility and wall-scaling abilities. Plus the suit offered really great support for his package.

The feeling of swinging through the city skyscrapers with nothing between his balls and cock and the rest of the world except a thin piece of material was highly erotic to Peter, on a kinky and perverse level.

Stepping into the hot water, Peter sighed and relaxed, leaning into the tile wall as he felt his weariness wash away down the drain. The pounding of hot water on his muscles soothed Peter, and eventually he felt his body sag in exhaustion. He wanted nothing more than to collapse on his nice big bed and sleep for the next month.

Stepping out of the shower and drying himself off, Peter quickly brushed his teeth and strode naked over to his bed. Jumping on it and burrowing in between the soft cool sheets, Peter once again thanked his moment of weakness of splurging a whole paycheck on the extremely soft mattress. Sinking into the king-sized piece of heavenly cloud, Peter twisted onto his back and began feeling himself, touching his flesh here and there, pinching his nipples, and finally lightheartedly stroking his limp dick.

Peter sighed in contentment as he felt himself growing more and more aroused. With one hand he alternated between nipples, pinching them and reveling in the slightly sharp yet stimulating pain. With the other hand, he coaxed more blood into his meat, causing it to swell up to its full mast. With a complete erection, Peter began picking up the pace on his jerking as he imagined himself in various sexual situations.

Hmmm, he fought with Kraven first this week. Seeing the other man in his sparse yet dominating costume of animal furs and leathers always got Peter excited. When he went hand to hand with Kraven and pressed his body against the Hunter's, Peter's cock always twitched in excitement at feeling the bigger man's hot muscular body pressing down on him. Peter sped up his strokes a bit at the thought of Kraven simply dominating him, his grip tightening a bit on his dick. He could practically smell the musky sweat that Kraven always exuded when they clashed.

Quickly, Peter took his hand off his erection to hold off his orgasm. He didn't want to cum just yet. When he finished panting, his re-took himself in his hand and resumed his lazy strokes once more, this time thinking about someone else.

After Kraven had been defeated and put away once more, Spider-Man didn't have a fight until a few days later. This time it was against the Scorpion, who for some reason thought it was smart to just start rampaging in the street. Luckily no one was harmed, but Spider-Man, not taking the insane villain seriously, had been quickly caught in the other man's stinger. As he was being squeezed mercilessly, Spider-Man couldn't help but feel a sense of sexual enjoyment at the loss of control. His body shuddered at the feelings passing through him. It was a strange and foreign feeling to him, and he didn't know why he felt such carnal pleasure from it. Luckily though, before the Scorpion could crush his body, Spider-Man managed to break free and take down the criminal.

Once again, Peter had sped up his ministrations on himself. His other hand had moved down from his nipples, which were now peaked and hard in excitement, and it slowly and teasingly trailed down his hard abs and past his crotch and to his ass. Pushing his firm gluts aside, his finger began gently tracing around his back entrance. Pushing a finger inside of him, Peter felt a flashing pain before he relaxed and allowed more inside. He kept stroking as he remembered the last time he had something inside of him.

It had been back in high school, and Peter had been 'experimenting' with his best friend at the time.

It had been Eddie Brock.

Thinking back on Eddie, Peter felt a slew of different emotions. On one hand, he had been ecstatic to see his old high school buddy working at the Daily Bugle with him, and the two had hit it off once more. Eddie had left halfway through their Junior year in high school, which was subsequently before Peter ever became Spider-Man. But later, when Spider-Man went through the whole 'sentient alien costume' spiel and became Venom for a bit, it hurt to see how desperate Eddie had become to land a big time spot as a reporter as well. After Spider-Man freed himself from the symbiotic suit and it now merging with Brock to recreate a whole different Venom; one that was bigger, stronger, and had unlimited webbing abilities, life just got more complicated for both Peter Parker and Spider-Man.

Peter honestly didn't know how their first meeting, both as super powered individuals, would go. Would Eddie's past love of him triumph over his and the alien's hate for Spider-Man? It became painfully clear when Venom roared into their fight and quickly threw his arch-nemesis off of a building.

Ever since then, Eddie had quit his job with Peter, and then man had disappeared entirely, only to reappear as Venom and cause terror and mayhem.

The man that Peter had had a high school crush on was no more, and it had broken a small part of his heart, seeing the rage-controlled monster in his old best friend.

But witnessing the huge, feral form of the new Venom…that was something that got Peter's blood pumping. The sense of sudden helplessness, when Venom appeared out of nowhere, and started attacking him was something else. Without his Spidey-Sense, he was completely blindsided half the time. Feeling the pressure of Venom's large hands around his body as he was raised above the large, jagged teeth of the villain's mouth, Spider-Man had the sense to moan as his erection showed underneath his costume.

Peter began to speed up his stroking, imagining Venom looming over him. He closed his eyes and pushed in another finger inside him, groaning at the possibility of Venom fucking him viciously without mercy or care. The villain's tool would be huge, to match the enormous muscles that played across his black and white body. And it would strike deep inside Peter, planting his seed and claiming the smaller man as his own.

Thinking about his wishful domination, Peter began pushing his two fingers in and out, matching their pace with his jerks on his own cock. He could feel his release coming even quicker now, and he clenched his ass, tightening the grip around his digits.

Venom's tongue, that long and ambidextrous piece of erotic flesh, would be salivating on Peter. First it would wrap itself around his neck, proving just how powerful and dominating the creature was. Then, after sufficiently lapping at his neck, Venom would force himself down Peter's throat, not chocking him, but once again, claiming him. The tongue would go so far down his throat it would almost feel like it was touching the tip of Venom's cock, which would still be fucking Spider-man, even after depositing several loads of cum.

Peter couldn't stand it any more. With one last clear thought of Venom clutching him tightly against his body, Peter came and shot his mighty load. Strings of his sperm landed on his neck, chest, and stomach. Drawing out his fingers from inside him, Peter relaxed against the sheets, where a slight dampness had accumulated from his sweaty activity. Taking his hand off his now sensitive cock, Peter rested his head and began to doze off.

The man's last conscious thoughts was hearing the sound of the air conditioning kick on, and the subtle creaking noises his old apartment made. Eyes fluttering off into sleep, Peter smiled at the memory of him and Eddie fucking back in high school, and of the fantasy of Venom taking absolute control of Spider-Man.


Peter was dreaming.

He imagined that he was suspended above his mattress by numerous tentacles, them being an inky black and too many to count. They varied in size, ranging from pencil thin to the thickness of his muscled forearm. They had gently wrapped around him, supporting him mainly by his back, while his limbs dangled semi-limply on the side. One tentacle, one of the thicker ones actually, was rubbing his firm butt muscles in a soothing manner. Another, medium in circumference, was alternating between constricting and relaxing around his neck. Finally, a thin inky rope was playing with his cock; which was quickly filling up with hot blood once more. The rest of the appendages were slithering all around Peter, pressing firmly against him, kneading out the deep bruises and soreness.

Peter opened his mouth and groaned. Without hesitation, the tentacle that had been wrapped around his neck released itself and began gently pushing into Peter's oral cavity. Not sensing any resistance, the tentacle relaxed and created a cup around Peter's lips, almost like it was kissing the man. The strange tentacle then continued its quest, exploring and prodding the inside of Peter's mouth. Finally, after being satisfied with the other man's groans, it moved further in and began pressing down into Peter's throat, slowly filling up the organic breathing tube but refraining from constricting the air passage.

As this was going on, the thicker tentacle began pushing in between Peter's ass and pressing into his semi-virginal entrance. Peter's face scrunched up in pain at the attempted intrusion, and the tentacles, sensing his discomfort, paused in their explorations.

The smaller tentacle, which had been busy merely stroking Peter, now moved on the offense and shifted its position. It released Peter's throbbing erection and latched onto the crown of him, where it engulfed his cockhead completely. The sense of a hot and moist orifice on his dick caused Peter to shudder in pleasure as the tentacle began sucking firmly and expertly, coaxing out more and more pre-cum.

The large tentacle once again attempted its exploration, and managed to push in a bit inside Peter. Before the man could grunt out at the swelling pressure inside of him, the tentacle quickly excreted a type of lubricant, easing its passage further in.

The dry semen that was on Peter's body had remained untouched so far. While Peter was busy being slowly pierced, kissed, and sucked off by the three main tentacles, the rest that weren't supporting his body began feeling around blindly across his skin, sensing the treasure that was painted onto the flesh.

Peter jerked when he felt what seemed like a hot wet tongue licking across his chest, where one shot of his previous orgasm had dried. Soon he felt various other tongues, all seemingly licking up his seed. Twisting his neck, he saw that several tentacles were sucking up his cum and looked to be almost swallowing it. With each suck, the tentacles seemed to grow bigger. It was if Peter's seed was making the tentacles enlarge, his cum acting as a vital nutrient to them.

Soon the large tentacle had pushed in several inches inside of its willing captive, and Peter screamed out in sudden pleasure at the feeler pressing down on a sensitive spot inside of him. He began jerking wildly, thrashing at the assault of sexual bliss. Sensing another release of the precious seed it craved so much, the mysterious black organs began to increase their pleasuring on Spider-man's body. Both tentacles that were inside Peter began thrusting in and out, drawing out moans and whimpers of pleasure from the superhero, while he was also sucked off enthusiastically.

Peter was in heaven. The carnal sensations rippled across his body while he was deftly handled by this strange creature, was beyond anything he had ever experienced in his sexual life. With a roar, Peter screamed out his release and the tentacle sucking him off quickly took in all he had to offer in his second orgasm. With his heightened physical prowess, and his raging hormones, Peter could feel multiple spurts coming out from his sheath. But the tentacle on top of his cock didn't let a single drop escape, and, like its brothers on his stomach and chest, it too grew to a monstrous size.

Lying exhausted in the grip of the mysterious creature, Peter felt them start to tighten on him. Exhausted from his second orgasm, he could barely fight as his arms and legs were held tightly, and his body was spread out. The tentacle that was still fucking his ass had burrowed deeper than ever, along with the one inside Peter's mouth. Peter swore he could feel his anal visitor somewhere around his lower abdomen; the tentacle being sure to avoid stimulating his prostrate gland too much. Whenever Peter would whimper in pain at it digging in too deeply, it would quickly crush the bundle of nerves, and Peter would groan at the feeling, relaxing his body, and allowing for further passage into him.

The other tentacle inside Peter's mouth continued to act as if it were kissing him, while at the same time slithering deeper and deeper into his chest cavity. Peter definitely felt it go pass his lungs and heart, and soon felt his stomach begin to contract and rebel at having something completely alien inside of it. Peter tasted some strange ooze that seemed to act as a calming aphrodisiac to his internal body. He felt himself growing flush as his struggling body calmed down. Every touch now seemed to act as a pressure point of stimulation both inside and outside of him. Not fighting his captivity anymore, Peter watched in a daze as another tentacle, the one that had grown from ingesting his seed, began to poke around at his already occupied ass.

The thing circled around the other tentacle, adding more of the natural lube it had, before pushing in as well. Now Peter had two thick tentacles inside his ass, and he began squirming in discomfort once more. Quickly, the oral tentacle released more of its soothing drug and the new tentacle forced its way in deeper, pressing down on Peter's sex gland. Experiencing both the calming effects and intense pleasure of the tentacles, Peter's twitched as his body tried to accept more of the unknown intruders.

Then it happened. The two tentacles deep inside Peter's ass met up reached the same measure of depth and began throbbing. It felt to Peter's like the creature was experiencing its own version of cumming, depositing hot goo deep inside his intestines. Before Peter could react to the strange sensation, the tentacle occupying his mouth gave one last push in, and there was the final connection.

Spider-Man's body was completely pierced by a single black tentacle.

Distracted by being completely linked from both ends of his body, Peter didn't feel the many smaller tentacles begin worming their way into his ass until he felt the pain of his flesh being stretched too far. The tentacles felt the jerks and spasms of pain, and tried to compensate by excreting more lube and pheromones into him, but the stinging pain wasn't going away. Peter began to cry as he felt his skin stretch further than possible. He was certain that if one more tentacle entered him, he would tear and bleed.

Suddenly, all the tentacles gave a shudder, almost as if in sympathy of his abuse, and began slowly moving out of him. Soon, Peter was gently placed onto his mattress, his body thrumming with a mixture of pain, pleasure, and a sense of emptiness at the absence of the tentacles inside his body.

Lifting his head up, he watched in curious fascination as the tentacles drew into his closet, where the door was closed. Peter frowned; usually his closet doorway was always open, allowing him to throw his dirty laundry in there. As the last tentacle disappeared, Peter lowered his head and closed his eyes, thinking that he had reached then end of this strange, yet highly erotic, wetdream.

Suddenly there was a deep and sinister chuckle, and Peter's torso shot up, him watching with eyes wide in fear as the door slowly opened.

Standing there, surrounded by the many tentacles, was Eddie Brock, aka Venom.


"Venom…" whispered Peter, voice tinged with fear. His eyes shifted to his web-shooters, which were laying cattycorner across the room. Reacting quickly, Peter attempted to leap at and grab them. However his body's reflexes seizured and Peter would have fallen onto the floor, that is if a tentacle extending from Venom hadn't caught him. Wrapping itself around Peter's waist, the pitch-colored extension of the symbiote brought the web slinger to the villain.

"Now now Spider-Man, we can't have you fighting us." Eddie/Venom hissed. "After all, we have so much planned for you."

Unable to do anything, Peter tried to act defiant and began squirming. More of Venom's tentacles shot out and cocooned around the captured superhero. Soon enough, Peter's attempts at freedom were stilled and he settled with a baleful glare at his arch-nemesis.

"So why haven't you already killed me Venom? Why didn't you rip me apart when you had me stuffed, huh?!" Spider-Man's sarcasm shot through the room, hoping to distract the evil web-slinger.

Growling lowly, Eddie beckoned his hand and the tentacles brought Peter closer. Unable to move any part of his body, Peter stayed with his glare until he and his once-best friend were facing each other, inches apart. Eddie leaned in and began licking around Peter's neck, leaving a small trail of red marks where he nipped and bit at the skin. Not expecting such a response, Peter couldn't help but groan at the sensations on his neck.

With a low chuckle into the flesh, the black and white alien-man soon pulled back and gave the smaller man a full lick across the face with his tongue.

"We are going to receive you, and your death serves no purpose." Venom spoke in a clear voice, much different than from his usually rage-filled screams and roars. Looking at him, Peter almost swore that his most lethal enemy had an air of lucidness, like he was completely sane. Just like how Eddie was before he merged with the alien host and began his revenge against Spider-Man.

Gulping audibly, Peter whispered out, "What do you mean, 'receive'?"

Eddie's face gave a dangerous grin, and the black tentacles of the symbiote around them began to quiver in apparent excitement.

"We will receive you into us and finally, we shall be complete. When we tasted your seed, we had a moment of clarity, and we saw all of the possibilities with our union. With you, we will finally be in control, and be unstoppable."

Peter began to sweat, thinking about the time he and symbiote were last together. True, he had felt invincible; with his increased super strength, heightened senses, camouflage abilities, and unlimited webs, he had felt on top of the world, unbeatable.


Eddie continued on. "You stand to lose nothing, and to gain everything. You will be completely safe with us, and we will protect you always. Just like how we promised all those years ago."

Remembering a memory, Peter recalled how in the middle of their semi-relationship, Eddie had promised Peter in a moment of post-coital bliss that he would never let the younger boy go, that he would protect him and love him forever. Now, being strung up in front of his childhood friend and alien symbiote, Peter once again felt the seriousness of the situation there just like he did then all those years ago.

"Why are you doing this? We are enemies!" Peter shouted. He wouldn't be weak and give in so easily like he did the first time. Last time he was with the alien suit, innocent people had gotten hurt in his campaign against New York's scum. "I won't stop fighting you. Eventually you will slip and I will break free, just like last time."

Eddie frowned, and Peter felt the tentacles gripping him tighter. Wincing in slight pain, Peter clenched his eyes and the tentacles quickly loosened their hold, but not enough for him to pull free. Opening his eyes in surprise, Peter looked up and saw that Eddie had moved closer to him, and was pressing his hands around Peter's face in sympathy.

"Again you misunderstand Peter." Peter jerked at hearing not only his name, but the gentle and endearing tone as well. "We, that is both Eddie Brock and the Venom symbiote, love you. Eddie from his childhood infatuation, and the symbiote like a long lost brother." Eddie's hands moved behind Peter, one to the back of his head, the other to his lower back. With a gentle tug of muscular arm, Eddie brought his and Peter's body together. "We knew that you would be compatible with our union, and we prepared your reception with the treatment on your body. You are now ready to receive us."

Trying to not feel aroused at his helplessness, and the close physical proximity of the larger muscular man, Peter broke his face away from Eddie's grip and frowned off to the side. "So that's what that painful experience was? I felt like I was about to be ripped apart at the end…"

"That was a mistake." Venom interrupted. "We were testing how durable you were and got carried away with our excitement on you. We apologize for causing you that pain." Peter looked ready to interrupt as he turned his head back, facing Eddie once more. "Do not say anything. We know for a fact that you were enjoying yourself as we pleasured your body." Eddie leaned in, and the tentacles around the two of them closed in. Soon, all Peter could see was either the other man's face, or a solid curtain of black. "And now we will take you finally, and link together to make us reborn."

With that said Eddie jerked Peter's face into his and took the smaller man in a dominating kiss. Peter whimpered as he was released, wrapping his arms around the broad expanse of the man's muscled back. He tightened his grip and dug his nails into flesh as Eddie forced in his tongue, claiming him even more. The symbiote sealed them tightly in, shielding them from the intrusive world. All Peter could feel was either the hot and hard body of Eddie Brock or the cool, smooth texture of the alien suit.

"You like this don't you Peter? Being controlled, being taken, being ours." Eddie questioned as he bit at Peter's lips and caressed his thick hands across Peter's smaller yet durable body. He didn't expect the other man to respond coherently as he played with Peter's mouth in an expert fashion. Peter could only groan in response as he felt both his and Eddie's erections rub against each other.

Looking down, Eddie smiled at Peter's wantonness. He pressed one of his legs in between Peter's own and spread them apart, bringing the other man to sit on his lap. Feeling the press of rock-like muscle bearing down on him, Peter groaned and spread himself further apart, silently inviting more to come.

Seeing the enthusiasm, Eddie moved his head down until his mouth was next to Peter's ear. Almost purring, he rumbled deeply, "Are you ready for my body, for your receiving, for our union?"

Peter shivered at the sexual excitement surrounding him. Eddie's willingness was apparent, judging by the huge thick cock sliding underneath his own. The symbiote was excreting more of the aphrodisiacal pheromones, bringing both males to impossible high levels of sexual frustration.

Eddie and the symbiote, together being Venom, wouldn't do anything until the third member of their being agreed to this. They needed Spider-Man's full consent to ensure that there would be no attempts at separating them in the future.

"Do you want this Peter? Will Spider-Man join with Venom and together, become something more?" Eddie tightened his grip around Peter and pressed the head of his leaking cock against Peter's tight opening. "We promise you will feel like this all the time, with no sense of pain, only pleasure. Imagine feeling this complete, this fulfilled as we dispense justice upon the wicked, and protect innocents from suffering deaths like Uncle Ben, and keeping safe people like Aunt May. We will be invincible against evil, and rid this city of its filth. Together, we can do so much more!"

At hearing those promises, Peter gave a mighty groan and hooked his legs around Eddie hips, submitting completely. With no other obstacles in his path, Eddie pushed forward and forced his erection deep inside Peter.

"Oh man, oh so big!" Peter could only whimper at the feeling of being taken once more. His body clenched tightly around Eddie, while at the same time drawing him in deeper and deeper. Eddie could only echo a moan as he felt the hot and unyielding grip of Peter's body surround him. He kept pressing in deeper and deeper until finally, he bottomed out. Both men were panting heavily as each felt the other totally and without constraint.

"You're still so tight, even after our preparations of you…" grounded out Eddie as Peter's body clenched around his girth. Peter whimpered as Eddie's thick sheath rubbed and pressed down on his sex gland once again. Soon Eddie drew himself out and pushed back in, until eventually he built up a rhythm within Peter. The tentacles surrounding them seemed to shake in shared pleasure as they rubbed and stroked each man in tactile bliss.

Farther and farther the two super-powered men went with each other, until finally, Peter felt his third climax of the evening hitting him in warning.

"Eddie…Venom…oh God! …here it comes!"

"Peter I'm coming too! We'll be together forever, urgh, now get ready!"

Eddie came first. With one last withdrawal and final thrust of his powerful body, he covered Peter and shot load after load deep within him, filling him up to the brim with his virile seed.

Peter groaned loudly as he too erupted, spraying his seed both into the air to be caught by the symbiote and spread onto Eddie's chest. His last clear vision was seeing Eddie lean down to kiss him as a seemingly infinite number of tentacles swarmed them and wrapped them tightly together, sealing Eddie deep within him.



A large shape leaped out of the window, glass shards flying through the air.

The figure was more muscular than Venom's old form, ye it somehow retained the graceful figure of Spider-Man. With a dominating physique, the creature paused on the edge of a rooftop as it overlooked the city lights and sounds. With a red and black web design, and a white spider crest in the center of its enormous pectorals, the humanoid form held a commanding presence to be felt by all. The body was big enough for both a large man and a smaller one to be joined together in coital rapture forever without interruption.

Raising a long and thickly corded muscular arm, webbing shot out and the figure flew across the sky, defying gravity in its purpose.

Born was a new vigilante, one that both hero and villain should fear.

One with the righteous anger of losing a loved one.

One with the insatiable lust for the blood of evildoers.

One with the strength and conviction to go beyond what the law allowed.

Nemesis was born.

The End