A/N: This is the Pleasnt Proding Spike writing for the The Love of Our Lust. This is a Challenge fic dedicated to Myra Hellsing. There will be random faces as scene breaks. Please, don't think too much of them. No haters or the like. This is purely my idea of fun. Btw, I am no good with summaries. This will be in three parts.

Warning: This will contain man on man sex. Lots of sex. Lots of mention of the word sex. And physical sex. There will be plenty of sex. If this is not to your liking, especially for the pairings Eddie Brock/Peter Parker, Venom/Spiderman, this is the wrong fanfiction for you. I suggest going back and finding something else. Thank you.

Summary: Our favorite webhead is bored out of his mind when Venom makes an entrance. Deciding to follow him, Spiderman is going further down the rabbit hole than he will care to admit.

Disclaimer: I own neither Spiderman or any of their human counterparts. Dreams can abound, but it will never happen. I'm happy to take no credit except for the idea to throw all of the random crackyness together in a sex store.

The Challenge: Play with Me

Manhatten, the glorious city of fast cars, fast women, and even faster businesses, was in the dead of night, the sun long gone to brighter places. The amazing protector of the cityscape, the spectacular webhead known as Spiderman was…currently yawning in his boredom. Shaking his head of the cobwebs fogging his mind, Peter focused back into his superhero persona.

'Just because there's nothing going on, it doesn't give you the reason to start slacking, Spidey. Got to get your head back in the game…'

Taking a deep calming breath, he pushed off the edge of the building he was hanging from, plummeting himself to the bustling street below. Exhilarated by the freedom of falling, for an instant, Peter thought he was actually going to die. The idea quickly passed as he drew back into Spiderman, releasing his canistered webbing from his wrist and feeling the familiar tug of attachment to a building. Savoring his brush with death as his body circled the building, he swung out and made a new web, keeping his eyes peeled for anything out of the ordinary. Sadly, nothing came to light. No robbers or thieves trying to make a quick buck. No mechanical doctors or tyrannical otherworlders hell-bent on taking over the city.


Absolutely nothing was happening.

Spotting his favorite highrise, Spiderman headed for the Daily Bugle, expertly crawling up the walls. Ignoring Jameson's office, he headed for the top of the building, stringing a few webs together as he perched himself upside down. Amazed at his own boredom, he glanced over the city lights and watched them twinkle mockingly at him.

'Have to face it, webhead. You can't be busy all the time.' Yet he still found himself sighing at the prospect of a long night with nothing to do.

Setting himself up for the long haul, the lights in a small area went out. Focusing on the area, he found the lights were on. Shrugging, he turned to look at the rest of the city, blaming his lack of sleep. Suddenly, a few more down the way went out before returning back on. Seeing it from the corner of his eye, Peter blinked in confusion, watching the main street for any indication of the anomaly again. The darkness spread out once more, closing in on the Daily Bugle.

"Maybe I won't be bored after all," he muttered to himself.

Freeing himself from his webs, Spiderman fell down the numerous levels of the building, swinging away at the last instant. His mind going through a systematic list of his enemies, he couldn't quite pinpoint who would do the random acts of turning certain lights off and on. Unless it was just a regular citizen. Sighing at the easy cleanup it would be, he found himself hoping for something a little more challenging.

Swinging to the top of a low building, Peter crouched down and looked down the street. The lampposts weren't damaged at all and there was no mass destruction left behind. Hanging his head, he figured it was some shmoe at the power plant, bored as much as he was. About to go confirm his suspicions, a shadow crossed his path. Instincts kicking into overdrive, he flattened himself out and watched the street.

Inky black webbing shot out to grasp onto a nearby building, pulling Venom into view. The massively strong symbiote licked its pointed smile as he traveled down the avenue. Hesitantly crawling forward, Spiderman watched his arch-enemy grow farther and farther away. Gritting his teeth, he knew he needed to follow him, but, for some reason, his body wasn't reacting too quickly to the thought. Something wasn't right.

'C'mon, Parker! Get your ass in gear. The only way to find out is to follow him. Now, MOVE!'

Without another thought on the matter, Spiderman jumped off the roof and web-slinged after his intimidating prey. Well away from Venom but keeping him directly in his line of sight, Peter tried to pinpoint where his ex-best friend would be heading. They had just moved away from the main street and most of the easy cash spots for villains such as him. As he followed him farther into the more sinister part of town, Spiderman didn't know what the symbiote could be planning.

Swinging down into the back alleys of the city, Venom quickly dropped down to street level and disappeared in the shadows. Stopping on top of one of the adjacent buildings, Spiderman crawled along the roof's edge, eyes trained on the dark figure. It would have been easy to lose Venom in the darkness, but he was walking straight down the alley, uncaring if others saw him or not. Spiderman inched his way forward along the tops of the buildings, watching his foe with keen eyes.

Venom paused below, turning to scan the area behind him. Peter froze, not daring to breathe, hoping that the symbiote's enhanced vision couldn't pick out his bright suit in the darkness. Feeling the unblinking gaze sweep over him, the hair on the back of Peter's neck stood on end, lungs seizing for air. Staring for just a moment longer, the anti-hero was satisfied, moving forward through the shadowed alleyway. Spiderman felt his heart restart, taking a deep breath as he stayed farther behind.

When moonlight finally breached a path in the alley, Venom quickly slithered away to show Eddie Brock, the muscular blonde that was once an ally and friend. Peter gazed at Eddie as he continued down the alley and stopped at a low back door, knocking on the faded wood.

"Eddie, what are you up to?"

Peter's whisper seemed too loud in the silent darkness, catching Eddie's attention and pulling it to look up at the surrounding rooftops. Peter drew back, not wanting to get caught again.


Down below, Eddie watched the roof, not moving when the door opened to admit him, red light spilling out into the alley.

After a moment, the hidden person growled out, "Are you coming in or not?"

Cheshire grin, pointed teeth and all, met the question as he looked at the roof one more time, red lining his features in an eerie glow. "Oh, I'm going to cum all right. Just as soon as I catch a Spider."

The bouncer shrugged, muttering to himself about crazy weirdoes and needing a new job. Eddie finally turned away and disappeared inside, the door sliding closed with a muffled 'Thump'.


Not hearing the transaction, Peter waited a few more moments before creeping forward and peeking down at the alley. No one was in sight. Exhaling in relief, he straightened up and watched the door. Waiting a few minutes, Eddie did not emerge, but someone else went through the door with minimal interaction. Deciding to wait just a little bit longer, nothing transpired except for another man to go through the door.

'There might be another exit. But should I risk trying to blend in to get inside?'

Some time went by where no one came out, but a few went in. Tapping on the old brick of the wall, he sighed and began crawling down the wall, heading for a small alcove in the alley.

'Screw it.'

He changed over to Peter Parker, mild-mannered, nerd boy, stashing his mask in his back pocket. He carefully approached the door, looking both ways down the alley before he knocked. After a moment, the door opened and red light blinded his eyes. Trying to blink away the stars, he could barely make out a gruff man staring at him.

"Are you coming in or not?"


The man rolled his eyes and started to close the door. "Go home then, you twit."

Seeing the door swing close, his mind fired back up as he grabbed onto the door. "In! I'm going in."

The man quirked a brow at him, trying to decide whether he wanted to bother or not. After a moment's hesitation, he sighed. "Get in then, will ya?"

Peter quickly moved inside, walking down a narrow hall. Looking back, he saw the red light was purposefully rigged to point at the door with the man sitting on a stool to watch everyone. Catching the man's eye, he hastily turned back down the hall and saw another door at the end. The door was lacquered black with a simple sign reading 'Enter If You Dare.' Pausing to think about what would happen if he did, Peter pushed the thought aside and grabbed the doorknob, twisting it. Gently pulling the door open, he peered around the corner and stepped inside.

Squinting his eyes in the near darkness, he found that the lighting was set very low. There were aisles from what he could see and different men milling about in either direction. Taking a step forward, he was about to peer closer at the items on display when he bumped into someone.

"Watch it, twerp!"

Turning to apologize, he recoiled from the person. The nameless face just screamed pervert, with leering eyes and grabby hands. "I…uh-so…um…"

Peter backpedaled away from the creep, accidentally hitting someone else. Face bright red in embarrassment, he couldn't turn to look at the other person. "Uh…sorry." Getting his balance back, he moved away, wanting to leave the place and give up on his nemesis for the moment.

"Hey." A hand encircled his arm, tugging him back against the hard body. "That wasn't a good apology."

Voice lost in the moment, his mind screamed, 'I don't want to get raped!'

Hesitantly glancing over his shoulder, everything slowed down as he stared into the eyes of Eddie Brock, the exact person that wasn't supposed to know he was there.

"Didn't know you had such a dirty mind, Parker."

Registering the words, Peter couldn't make out what he was saying. "Huh?"

Eddie chuckled, the low, breathy tones whispering against his ear. "Don't tell me you don't know where you are."

Peter shivered, wondering how he could get away. "Let me go, Eddie."

A wide grin spread across the blonde's face as he let his prey go. "By all means, Parker. Enjoy."

Embarrassed by the quick turn of events, Peter took a few steps away and glanced around the store. All eyes were on him. Every pair that he met, they turned away to pay attention to whatever they had picked up. Feeling like a piece of meat, Peter retreated back to the door, wanting to go home and shower thoroughly.

Seeing a picture on the doorframe, he peered at it and made out himself, decked out in his Spiderman costume. Confused, he saw another and another, pictures littering the wall of him with other villains or with random citizens that had managed to get off a shot. Slightly horrified, he turned and looked at the store again. Over in the corner, was that a…penis?

'No…no way.'

And on that poster, is that a naked woman? 'Seriously?'

Posters, DVDs, magazines, everything. On everything, a naked man and a naked woman. Naked women everywhere. Naked men everywhere. 'Oh…my…GOD!'

"This is a SEX STORE?"

And again, all eyes were on him. Except this time, all of the people in there were laughing too. Never feeling so embarrassed in his life, Peter felt the shame take over him with his heated blush as he turned to leave. Turning the knob, the door wouldn't budge. Rattling the handle, the door still did not move. Feeling someone behind him, he turned and flattened himself against the door as Eddie leaned into him, his arm forcibly keeping the door closed.

"So the little spider finally gets it."

Peter flushed and looked away, wanting nothing more than to crawl into a hole and die for the moment. "Wh-what do you want, Eddie?"

Grinning, he grabbed Peter's chin and looked into his eyes, letting the symbiote flutter across his face. "It's more like…what do WE want."

Fear clawed at his insides as he watched Eddie's face evolve into Venom before shifting back. He couldn't show that he was afraid, not to this monster. "I'm leaving."

Fully expecting to be let go, he turned and tried the doorknob again. Eddie rolled his eyes and looked at his hand, smiling at a sinister thought. He placed his hand on Peter's shoulder, feeling the body stop and tense under him. Letting his hand slide down the smaller shoulder and roll down his side, Eddie gripped Peter's waist and pushed his body against the lithe man, trapping him against the door.

A chill ran down Peter's spine, feeling powerless, even as a superhero. "Eddie…stop."

The blonde licked at Peter's exposed ear, blowing chill air on the saliva. "Make me."

Gripping his hands into fists, Peter was about to see if he could push off the door with Eddie in tow when one of the store workers piped up. "Hey! Get a room if you're going to do that!"

Eddie snarled, tongue elongating. "Should we clear out the vermin first?"

Peter snapped back to where they were. Though the people in there had some shady qualities, they were still innocent bystanders. "Eddie, no. Don't hurt these people."

"Too late, Parker." An inhuman growl signaled the change from Eddie Brock to Venom as he grabbed onto Peter and hurled him across the store into some shelves.

Making senseless, bestial noises, Venom rampaged through the store, knocking displays over and terrorizing the customers. Some of the men started screaming like girls, all of them panicking in their haste to get out the exit. As Venom effectively cleared out the store, Peter groaned as he regained consciousness. The noise in the store made his head pound as he tried to remember his last moments. Eyes snapping open as everything fell into place, he pried himself loose of the broken displays and looked at the mayhem.

'He's going to hurt someone, or worse, kill them if I don't stop him.' Rising to his feet, he looked around and hid behind a large shelf full of vibrators, trying to ignore them as he peeked over at Venom. 'But…what he did…do I really want to get that close to him again?' Images of his strong body flush against his made him blush. 'No, no. I can't think of that. There are people in danger.' Seeing him pick up someone and fling him toward a small group, Peter cringed, making up his mind. 'I have to. No one else can.'

Stripping off his shirt to reveal his Spiderman suit underneath, he quickly changed over and pulled his mask on. "Venom!"

Turning away from the group of sniveling men, the symbiotic nemesis chuckled as he saw Spiderman come into view. "Why if it isn't our little spider come out to play."

"Leave them alone, Venom!"

Stalking forward, the huge brute focused all of his attention on Spiderman, ignoring the escaping men. "Take their place then, Parker. We want to have some fun."

Wrapping some webbing around a display, Peter flung the shelving unit at Venom, swinging around to search the store. Finding a stray employee, Spiderman picked up the guy and dumped him in front of the door, barely missing an explosion of wood and DVDs.

"Get out of here! Go!" Taking the hint, the man disappeared out the black door and met the other occupants on the outside.

Feeling better that no one else was there to hear Venom talk, Spiderman turned his full attention on the symbiote. Looking around the store, no one was there. The hulking Venom was nowhere to be seen. Warily looking around the store, he made sure to have his back to the door. Feeling something wet hit his shoulder, he paused and considered his options. Feeling he couldn't do any worse, he looked up and saw Venom hanging directly above him.


Peter jumped out of the way just as Venom slammed onto the ground to catch him. Swinging himself away and climbing the wall, Spiderman glared down at his enemy. "You'll need to do better than that, buddy!"

The grin never left Venom's face as he stood, flinging out some of the symbiotic webbing onto the ceiling. "We plan to, little spider. Just you wait."

Spiderman pounced, spraying his webbing in an effort to slow Venom down. The symbiote laughed, easily breaking out of the sticky substance and tossing it aside. Instead of going after Spiderman directly, he smashed the aisles apart and flung debris around the store, hoping to knock the Spider off his game.

Landing near the counter, Spiderman took a quick inventory of what he could use as a weapon and saw that Venom was blocking off the door. Wrapping up a shelving unit in webs, he held on with both hands as he swung it around and threw the bundle at the symbiote. Slamming him back against the wall, Peter ran over to the exit and tried prying the blockage apart. A black, oily mass came off on his hands, quickly spreading over his suit. Pulling at the symbiote, Peter backed away from the door and wiped the offensive substance on a random costume hanging up. Seeing the red mix with the black, he looked up at the costume and saw it was a replica of his suit. Disgusted that it would be in a sex shop, he knocked the mannequin over and watched the symbiote attach to the rest of the blockade, absorbing it in with the other debris.

Frustrated but refusing to give up, he watched Venom get back to his feet and walk toward him. "Do you plan to just keep me here?"

"We have so much more in store for you, our dear, little Parker."

Twitching at the endearment, Spiderman took a step back, keeping his eyes trained on his nemesis. "Eddie would let me go."

Venom chuckled, looming ever closer to his prey. "Eddie is us, just as we are Eddie. We are like-minded. Together."

"Oh, really? You're "together" on what?"

Using his quick agility, Venom slammed into Spiderman, pinning him against the counter. "Wanting you. Always you, little spider. Our mind reels constantly about you."

"Uh…flattering, but you can't have me."

"We can and will. We are the only ones for you, little spider. You will give in to us."


"Have it your way." Venom backhanded Peter, the force of the blow sending him into the wall.

Sliding to the floor, Spiderman hacked a bit, groaning as he tried to get air back into his lungs. Looking over the counter at a case of bottles, Venom smashed the display open and retrieved a small bottle with his symbiote. Upending the concoction into his mouth, he approached the downed Spiderman and sent his symbiote out, tendrils wrapping around the light body and lifting him up. Smaller limbs breaking away, he swirled around the Spiderman mask and lifted it partway.

Peter struggled in the oily grasp as Venom reached out and grabbed his head, slamming their lips together. Forcing his tongue to part the stubborn lips, Venom pushed the liquid into Peter's mouth and down his throat. Gagging on the warm concoction, Peter felt some of it slip down his chin. Dizzy from the lack of oxygen, Venom finally let him go as he coughed to try and clear his lungs.

The symbiote walked away to look around the ruined store as Peter tried to regain his composure. Focusing on the bottle on the floor, Peter panicked, shakily getting to his feet. The label on the bottle read 'Liquid Aphrodisiac'.

"Oh, fuck me…" Peter breathed, pulling his mask back down as he tried to figure out where another exit would be.

Venom turned back to look at Spiderman, a tendril flying out to throw him across the shop. "We plan to, little spider. Among other things." His tongue slid over his sharp smile as he followed after his victim.

Knowing he needed to get away, Peter released a web to pull him off the floor and up to the ceiling again. Before he could move away, webbing shot into his back, the symbiotic tendrils sliding around his body and pulling him to the ground. Trying to break free, the symbiote was proving too strong for Peter to manage.

"Is our little Parker having some difficulty?" Venom leered down at the captured Spiderman, picking him up with ease.

His body felt weird. Hot. "What did you do to me?" Too hot.

Tongue swiping out at his mask, Venom growled, "We made you more lenient, little spider. You'll beg for us to touch you. We know you will."

Peter turned away, closing his eyes tight in the hopes of willing away his captor. Laughing at the futile attempts, Venom hoisted his prey onto his shoulder and took his time perusing the unbroken displays near them. Opening his eyes, Peter deflated when he saw that he was still in the sex store. Looking at the things that they were passing made his cheeks burn.

"Y-you can't…really mean to…have- well, relations with me? Right?"

"Hmm…" Stopping in front of some light bondage related paraphernalia, Venom hefted a pair of handcuffs and shrugged, tossing them over his shoulder. "We plan on doing many things with you, little spider. We want to become one with you as well." Picking up a whip, he snapped it in the air and felt Spiderman flinch on his shoulder. Grinning, he tossed that over his shoulder as well.

"Why? Why me?"

Picking a thick, "safe sex" nylon rope, Venom dropped Spiderman onto the ground, hearing the angry exclamation as he hit the hard floor. "You are our one desire, Peter Parker. Spiderman. We want only you." Ripping the symbiotic webbing apart, he snatched Peter's hands and wrapped them together again using his symbiote and the rope. Taking his time, Venom pulled Peter to his feet and tossed the rope above, sending a tendril with it.

"Isn't it nice that they rigged their ceilings for sexual acts? We could hoist you up and there wouldn't be a problem." To prove his point, Venom pulled on the rope and Peter was lifted into the air, feet off the ground.

"Stop, Venom. Eddie. Whoever you are. Just stop."

"Where's the fun in that, little spider?" Making sure he couldn't get out, Venom dropped the excess rope and wandered around a bit more.

Dropping his head, Peter wracked his brain for anything that could get him out of this situation. "Pride." A light bulb went on in his head, giving him the best idea so far. "Hey! Where's your pride as a man?" Venom turned back to look at him, listening. "What man would sacrifice their pride to be with another man? You see, that means we're not supposed to do this."

Finding what he wanted, Venom palmed it and strode back over to Spiderman, looking him square in the eye. The symbiote peeled away from his face, revealing Eddie and his determined eyes. "Parker, this is about my pride. There is no sacrifice for me. I sacrifice everything by not doing what I've wanted to do for so long." Touching the mask with his clawed hand, he sighed. "You'll like it. Trust me."

Struggling in his bonds, Peter struck out with his legs, kicking him in the chest. "No. Never. Let me go!"

Venom slipped into place once more and divided some of the symbiote, striking back. They wound around the supple body, looking for any opening in the suit to touch bare skin.

"No. Stop. Stop!" Peter gasped as the slick appendages burrowed into his suit, sliding effortlessly over his nipples with their heat. "Please. Eddie…Venom. SomeONE!"

"No one can hear your screams except us, little spider. And we like it."

Stifling his screams of helplessness and terror, Peter internalized his fears and kept himself from crying. A soft mewl slipped passed his lips as a thin tentacle slithered down to his penis, wrapping it deliciously in heat. Cracking his eyes open, forcing himself to focus passed the pleasure, he saw an eerie light in the blank eyes staring at him, the lecherous smile growing wider as he groaned in defeat. Tears of frustration came to his eyes, yet he refused to let them fall, believing that his sanity would go with them. Dropping his head as his vision wavered, a dizzy sensation overcame him, heat spreading slowly through his body.

"Wh-a-what's happen-ing?" A mumble barely audible to human ears caressed at Venom's senses.

"Give in to us, Parker. Give in to what we can give you."

Letting his symbiote continue the ministrations on Spiderman, Venom pretended to ignore the growing noises from the hero as he glanced down at the small object in his hands. Holding a small remote attached to the metallic orb, he pressed a button and felt it come to life with pulsating vibrations. Glancing over at his prey, the symbiote shivered as it slowly formed back together, leaving a strand here and there for good measure to Parker's compliance.

Body singing out with amorous heat, Peter blearily looked at his assailant as warm, moist pressures pried open his legs. Large pieces of the symbiote swirled about his legs, lifting and tugging them gently apart. Shaking his head to try and clear the lazy drunkenness over it, Spiderman groaned in protest to the treatment, weakly struggling in his bonds.

Ghosting a claw over his heaving chest, Venom dropped his hand lower and lower, watching the panic rise in the stressed body. Grazing ever so lightly over the covered entrance, he dared to stare into the Spiderman mask and lick his teeth.

Heart fluttering like a hummingbird, Peter tried to control the hysteria in his mind as he licked his chapped lips. "You…you wouldn't dare…"

Pausing for effect as he listened to the loudly erratic beating from the hero's chest, Venom pressed himself against the taunt, hanging body, stroking his hand over the poised legs. "Never dare, our spider." Abusively tearing a small hole in the rough fabric, his tongue slithered out, licking across Peter's covered mouth. "We take what we want, and we will take everything from you." Slashing vehemently through to bare skin with his talons, Venom blocked a knee aimed for his side and crushed the lithe body to him. "You will give in to us."

A chill hardness pressed against Peter's puckered entrance, making him tense his muscles as best he could. "No. No! You can't do this!"

Venom's mask slid away to reveal Eddie once again, a smile on his face as a tendril of symbiote squeezed Peter's penis. "Oh, but Parker," he cooed, letting Venom resurface as Peter gasped at the swarming pull of heat in his nether regions, relaxing unintentionally into the touch. "We already have."

Pushing the small vibrator passed the constrictive walls, he turned it on and watched fascinated as his prey jerked in surprise and tensed at the odd intrusion. Shaking at the mix of emotions, Spiderman couldn't stop himself from moaning as the symbiote lavished attention on his toxic body. "I-I don't want this. Why do you keep on doing this? St-sto….ahn." Biting his lip to keep his head from drowning in pleasure, Peter turned his head away from his body's betrayal, hoping to keep himself silent.

"You can't control yourself forever. You will beg us for release in the end."

Pulling on his confined hands, Spiderman felt cool drops of water slip down his face. "No. Never. I will NEVER let myself give in to you."

Venom paused, watching Peter gradually lose the battle of will with himself, not bothering to answer. Curling his hand into a fist, the anti-hero used his thumb to push the small vibrator in further, feeling the body jump above him. Turning up the output of stimulation, he ran his hand down the twitching legs, his mind roiling at the chance to have at him. "We will see," he growled to himself.


A/N: Sooooo…what do you think so far? This is the end of chapter one. I know, I know. I hate when people end just when sexiness is getting too sexy, but if you look at it this way…there is more to come. This will be a three-parter, with the last one being an epilogue that was requested. More sex to come.