DISCLAIMER: I own nothing and no one from Spiderman. I am just a poor college student who also happens to be a Spiderman fan. I make NO money from this. Please don't sue.

Extended summary: Spidy has constantly refused to become one with Venom and the alien is tired with it…. So the symbiote decides to use the teen's body for something else. Explicit adult topics, tentacles, noncon, etc. Also I should mention that this fic sort of has brief Mpreg in it… well it's more like brief ovipositioning… if you don't know what that is you'll quickly get the picture as you read. Let's just say it has to do with eggs. Now, on to the tale:

Title: An Alien and it's Boy

Chapter1: A Different Approach

Peter blinked his eyes open then groaned and shielded away from the seemingly blinding light around him. Oh god my head is going to split open. He moaned weakly and, trying to ignore his pounding headache, opened his eyes again to look around.

What the…? Where am I? Peter squinted around at what looked like… the sewer system? How the hell did I get down here? He tried lifting his arm to shield his eyes so he could get a better look around but it was… stuck. The brunet glanced up in confusion then his eyes widened and a spark of fear flickered to life within him. His arm was trapped against the wall with webbing. His kind of webbing. Shit, there weren't too many people around that used the stuff. Peter could practically name them off one hand and besides himself, none of them were good news.

The teen tried to pull his arm out of the sticky stuff, but it wouldn't budge. His eyes were starting to adjust to the light around him and he quickly realized what he had thought was bright light was actually gloomy and dim. Dammit I must have a migraine or something. Peter glanced over to his other arm and down at his legs, but they were all stuck to the wall with the same webbing… and the pounding in his head just got worse. He closed his eyes and swallowed hard with a grimace. Oh god I'm going to be sick. He couldn't even remember what had happened before he woke up and he was getting seriously nauseous now. All he wanted to do was go back to that wonderfully peaceful, painless darkness of unconsciousness, but the fiery pounding in his head made that impossible. He moaned miserably. How could things get any worse?

"Are you awake little sssspider?"

Peter's head jerked up with a little gasp. Shit, he knew that voice. That was not a good voice. He glanced around trying to find the speaker. "Venom…? What-?"

"Ssssss…" The symbiote had somehow appeared in front of Peter from the darkness of the ceiling, startling the boy, and was currently holding a clawed finger to the brunet's lips. "We are ssssorry we had to be sssso rough. You did not make it easssssy," the alien said almost gently, moving it's hand to stroke a claw down the boy's cheek.

Peter barely suppressed a shiver at the things' touch. That's it. Venom must have knocked him out… but then why did it drag him down here?

"We did not mean to make you ssssleep sssso very, very long. We almosssst got tired of waiting," the symbiote smiled toothily as it continued and leaning forward. "But now you are awake and we can have fun!" The alien lean in even further and licked it's victim's cheek.

Peter jerked back as much as he could in the web-like restraints, grossed out. What the hell? Was this some sort of dream- no, nightmare? But then why did his head hurt so much? "Venom what are you doing?" the brunet demanded, his stomach twisting into knots, somehow already knowing he would not like the answer.

The symbiote stepped back and smugly crossed it's arms across the white spider symbol on it's chest, looking very pleased with itself. "We have decided," it said with a certainty Peter did not like to hear. "Ssssince you will not join with usssss, we will breeeeeed with you."

"Huh?" Peter blinked, confused for a second. Damn this headache was making it really hard to think. Then Venom's meaning hit the boy and his head jerked up. "Wait what?"

"We find you an acceptable hosssst for our sssspawn. We will breeed you," the symbiote repeated, matter-a-factly.

Peter gapped at Venom for a second. It took longer than usually for the brunet's mind to remember to pick his jaw up off the floor. "The hell you will!" the boy sputtered in outrage and a touch of panic. "Let me down from here NOW!" Peter yelled, yanking at his arms, trying to break the webbing. "I mean it! Let me down- ah! Nnngh..." The throbbing in his head spiked sharply making him want to curl up and just sob. He squeezed his eyes shut. Shit! It was like somebody had started banging on his skull with a steal hammer. The pain was so bad it brought tears to his eyes and he ended his struggles in an effort to get that pain to stop. Oh god he'd do anything if the pain would just go away. He moaned miserably. He couldn't even think like this…

Peter flinched and opened his eyes as he felt Venom suddenly stroke a finger down his cheek again. "Sssssssssss little ssspider," the creature breathed softly. "We will let you down when we are done."

"Don't you dare touch me," Peter spat weakly, but the pain had taken most of the fight out of him.

Venom shook it's head almost sadly, lifting Peter's chin with a hand. "You are not in a place to make demandsssss," the synthoid said then ripped the front of the boy's costume open with a lazy slash of its claws.

"Ah!" Peter cried out in surprise as his chest was suddenly bared to the cool night air. He looked down, worried Venom might have cut his skin, but there wasn't any fresh blood in sight. He let out a sigh of relief despite himself. A soft sound made the teen glance up again to find Venom had taken a step back and was studying his body thoughtfully. "Yesss," the creature said almost to itself. "Yessssssss you will do nicely."

"Wha..?" Peter's voice squeaked to a halt as half a dozen dark tentacles suddenly sprang out from behind the symbiote 's dark body. The brunet jerked back, bucking in his restraints as the alien tendrils reached for him. The boy's heart started to race in panic as he realized the symbiote wasn't just trying to scare him. Oh god, Peter's eyes widened fearfully. Venom was serious! It wasn't bad enough the symbiote knocked him out, but now the damned alien wanted to knock him up! This had to be a nightmare. Nightmare, nightmare go away… PLEASE!

Peter gasped as the first tentacle reached him; it's touch lightly ghosting over his bared pecs. He squeezed his eyes shut and cowered away, trying to ignore it. Maybe… maybe the thing would just go away.

Yah right.

The caresses deepened. Massaging, stroking, fondling Peter's skin. More tendrils were added. Soon it seemed like Venom was touching ever inch of Peter's bare chest and back. Had it been someone the brunet liked (such as a certain red head) those touches might have felt good, but at the moment he was just terrified.

Peter started shivering uncontrollably. He hurt and felt sick and now this. Would his torment ever end?

For once the brunet couldn't even think of something to say. No vocal jab or mocking joke came to mind as it usually did when he was anxious and in a fight. The truth of it was Peter was a nervous talker, but at the moment he was so scared it was like his brain had just shut off completely. He swallowed hard and opened his mouth, trying to say something, anything to get the alien to stop, but no words came out; just a strangled little sound fell from his lips. It was like the connection from his mind to his mouth had been severed. Oh god he was so scared. He never ever thought he'd be raped and to top it all of IT WAS GOING TO BE BY A FREAKING ALIEN! How in the world could the day get any worse?

Peter let out a small fearful cry and flinched away as he felt the symbiote 's clawed hand come to rest on his chest. He could literally feel alien standing in front of him, barely inches away.

"S-stop," the teenager stuttered, finally finding his tongue again. "Jus'… leave me alone," he whimpered desperately, too scared to be ashamed of begging.

"You're body tremblessss at our touch," Venom's voice came whispering through the darkness of Peter's closed eyes. The brunet's breath quickened just a bit and he stiffened as the alien's arms wrapped around him and the creature stepped closer so their chests brushed, it's tentacles continuing to gently feel up his upper body. "Are you cold? We will warm you."

Great now it was trying to be nice and rape him at the same time. HOW DO THOSE TWO THINGS EVEN COME CLOSETO GOING TOGETHER? Peter shuttered involuntarily. Only an alien, he thought and opened his eyes to glare at the symbiote in front of him.

"Don't touch me," he snapped, his anger temporarily burning away his fear and pain.

The creature just grinned and pulled him closer, grinding it's hips against his. "Feisty," Venom rumble and teasingly slapped the boy's ass with a clawed hand.

Peter growled and glowered, his anger completely taking over. If he was in his right mind he would have wondered where the hell Venom had picked up a word like 'feisty,' but at the moment he was simply and quiet literally downright pissed. Pissed at Venom. Pissed at this stupid situation. Pissed at the whole damn fucking world. This whole thing just wasn't fair! Dammit this had better just be a dream because if it wasn't there was going to be fucking hell to pay.

Peter blinked, startled by his own thoughts. Ooo mood swings. That can't be a good. Venom must have hit me harder than I thought.

Peter was jerked roughly back to reality as one of the symbiote 's hands pulled on the waistband of his pants and a tentacle slithered down his bare hip.

"Hey! Wait a minu-" Peter started to say in outrage, but the words were cut off by a sharp breath as Venom suddenly grasped the brunet's package in it's hand through the cloth of his pants. "Venom," the boy let out a shuttering gasp not at all sure how he felt anymore.

The alien smiled it's eerily toothy grin and massaged Peter's member through the remains of the brunet's costume. "Humansss like it when they are touched here, yessssssss?"

"Venom don't," Peter managed to pant out, his eyes wide and starting, horrified at the pleasure that was beginning to build inside him. Gods it was almost enough to make him forget the tentacle lazily creeping it's way around to his butt. Damn it was getting so hard to concentrate. Then Venom started licking his chest.

"Oh god," the teen moaned as the alien's tongue found one of his tender nipples. With the symbiote 's other tendrils caressing his skin and that hand that was manipulating… Oh gooooood. "Stop. Venom please stop."

The alien just rumbled against him, ignoring Peter's plea.

The brunet shook his head, trying to clear his muddled thoughts. Everything was so distracting. He barely felt the painful pounding in his head anymore… except for the hot blood pounding in his ears.

"Venoommm," the boy moaned uncontrollably as the alien's tendrils stopped their willy-nilly caressing of his body and started to focus in on the sensitive parts they had found. They caressed his tender sides, stroking the small of back and up along his spine and his nipples… Oh god his nipples. Peter groaned as the dark feelers pinch and teased his sensitive nubs. Tingles of pleasure crashed through his body making him cry out.

"Ah! Venom I can't- I can't- Noooooo."

The symbiote grinned as the boy squirmed and bucked under it's touch, pleasured sounds falling from his mouth. "We found your weak sssspot," the alien gloated, deepening it caress to focus solely on the teen's nipples. The creatures tongue slithered down Peter's neck to lick and squeeze at those hard, aroused nubs.

The brunet's body twitched and arched at the slimy touch, another cry falling from his lips. "Venom don't," he gasped. Oh god he was so hot, it felt like he was drowning in heat.

"You sssssay noooo," the alien taunted, making Peter gasp as the creature dipped its hands into the boy's pants and grasped his cock, flicking a finger over the tip of his hard, dripping length. "But you're leaking down here."

"I don't want… Hah!"

Peter jerked, his head falling back with a cry and his cheeks flushing hotter with pleasure as the creature started to stroke his cock while lowing its mouth to suck one nipple and tongue the other.

"You are sssssso sssssssenssitive," the symbiote whispered, breathing on the boy's sweet nub, making the teen shiver.

Suddenly Peter stiffened with a gasp, his eyes flying wide and he clenched his butt tight as he felt that one alien tentacle prod at his virgin hole. How could I let myself get so distracted? If I don't do something quick the alien is really going to rape me!

"No… Venom… Let me… Let me talk to Eddie Brock," Peter floundered desperately, trying to find some way to get out of this horrible situation.

The tentacle pulled back from Peter's ass slightly, but the alien seemed almost bored with the boy's request. "The human wasss weak in mind. Losst himself in the dark. He ssleepssss. Now there isss just Venom… And we want you."

"AH!" Peter cried out as the tendril pressed in again, trying to penetrate his tight heat. No, no, no! Peter shook his head frantically, wrenching at his restraints as he clenched down as tight as he could to keep the tentacle from worming it's way up inside his bowels even though it hurt so terribly much.

Venom growled suddenly angry. "Why do you continue to fight usss?" it demanded, shoving harder with the tendril. Peter screamed in pain as the tip of the tentacle started to push past his tight ring.

Suddenly the world around Peter tilted wildly as his stomach lurched. Heat flushed through the boy's body, sweat bursting out upon his brow as the taste of bile filled his mouth

Peter groaned, his head falling back against the wall as he let his eyes fall closed. "Venom. Venom please listen to me. Let me down. Seriously I'm going to puke." Peter gagged as a fresh wave of bile flooded over his taste buds, then his body seized up his stomach cramped painfully. Oh god it hurt so much.

The pressure on Peter's sphincter eased as the alien leaned forward wearily, studying the sick boy as it tried to figure out if he was lying or not. Peter stiffened as he felt the creature's hand come in contact with his cheek and then the symbiote connected with him.

Peter recoiled as the alien's thoughts and emotions flooded his mind. "Venom- Don't. I-" Then, as suddenly as it had come upon him, the feeling was gone. Relief surged through Peter as he felt only himself in his head again, but his plight came crashing back and he groaned, biting his lip as his stomach rolled. Oh god… I'm going to be sick. Really, really sick.

The boy groggily looked up to see the alien standing totally still, staring at him. "Venom please," he moaned pitifully, his eyes pleading with the creature to understand.

The alien stared at him for a second longer before whispering, "You tell the truth."

"Yes," Peter panted, his vision swimming he felt so bad. "Yes please," he begged as his stomach churned menacingly. "Venom please," he swallowed hard, trying to keep his stomach at bay but was coming up. "Venom, I'm going to-"

The symbiote slashed its claws through Peter's bonds, catching the boy in it's arms and turning to gently set him on all fours right as the brunet's body heaved. Peter coughed, vomit spattering wetly onto the cold cement floor below him. Just the vial smell was enough to make him hurl again, his body retching to expel the remaining contents of his stomach.

Oh god this was bad, Peter thought, shakily wiping his mouth on the back of his arm. He let himself curled up on the floor, clutching his stomach with a groan as another hot flash hit him. He couldn't remember what he ate before, but whatever it was it looked like pureed carrots… or maybe blender pizza. And at that thought he had to surge to his hands to puke again. A little more yellowish stomach juice hit the cement and that was all he had left in him.

Peter fell back to the floor, panting roughly. God he felt terrible. His face was flushed, his mouth tasted like something had crawled in and died it in and he couldn't stop shaking. The boy could only remember a handful of times he had felt worse than this and usually it included getting shot. He curled up again with a soft miserable sob. Why couldn't this night just be over?

Suddenly Venom was lying beside Peter, wrapping a gentle arm protectively around the sick boy to pull him close as it nuzzled his neck with a regretful whine.

The brunet moaned as he felt the alien's warm body spoon with his own. "Venom… let me go," he panted. "Please let me go."

"We cannot," the symbiote said softly, burying it's face in the boy's hot skin to lick his neck. "Not yet…" It pulled back to look down at Peter when the teen moaned again. "Is little ssspider sssick?"

"What do you think?" the boy snapped feeling irritable and feverish as he lay shivering in the aliens arms. "You knocked me out you bastard. It's called a concussion. A really, really bad concussion. "

The alien actually had to gall to smile at that. "No matter then if that issss all," it grinned toothily, stroking a clawed hand lovingly down Peter's muscular side. "We didn't hit you that hard. We can sssstill breeeed."

"What? No!" Peter jerked his head up and tried to push away from the symbiote at the suggestion. How could the creature even think of continuing when he felt so ill?

Venom caught the boy's hands up in it's own, rolling so it was sitting on top of Peter, pinning him down. "You're body sssayssss you like it," the creature whispered, massaging a knees between the boy's legs so it brushed against the teen's still semi-hard manhood.

"Well my body is an idiot," Peter growled tightly through his gritted teeth, straining to push the alien off him.

The alien cocked it's head to the side with a happy smile, undeterred by the boy's words or struggles. "We will ssssee," it hissed, it's tongue snaking down to lick at his chest.

"Ah! Venom don't!" the boy cried out as the creature's tongue traveled further down his body, slithering under his pants. The sound of clothing ripping hit the air as the creature tore the crotch out the teen's pants, baring his genitals to the cold air.

"Hah!" Peter's body bucked as the tongue wrapped wetly around his cock and began stroking him to full arousal with sloppy sounds.

"Venom ah!" The alien grinned wider as the boy moaned as squirmed under it's touch and it reached down between the boy's butt cheeks with a hand.

"No!" Peter's body arched, trying to get away as the symbiote rubbed a finger over his tight little rosebud and purred. Peter felt the creature scissor its fingers over his entrance, spreading his cheeks to reveal that tender spot.

"Vemon don't," the teen gasped, fresh panic making his heart pound against his chest as the alien teased his entrance with a clawed finger.

"We will enter you," the creature hissed with glee as Peter felt the tip of a tentacle slide down to prod his virgin hole once more. "We will breeeed you," the symbiote continued to whisper. "You will be ourssssss."

"No-o," the brunet moaned, clenching his butt again and letting his eyelids fall closed as tears of defeat gathered in his eyes.


Peter gasped suddenly, his body jerking in shock as the symbiote callously drove its tentacle deep into his unprepared ass, sinking in nine inches with one rough thrust. The teen opened his mouth the scream, but no sound came out as his voice was stolen away from him by the overwhelming pain. The tentacle was only about the thickness of a garden hose, but it still hurt his virgin ass going so terribly deep. It was like someone had shoved a red hot iron up his ass and left it there to sear away at his guts.

Peter lay there frozen and wide eyed as his body started to tremble from the horribly pain burning inside him. Then he took in a deep breath and screamed. The sound echoed loudly in the sewer tunnels as the boy started thrashing about, shrieking wildly in agony, but even that did not dissuade the alien.

The tentacle jerked, squirming further up Peter's tight passageway making the boy fight harder, but nothing worked. "Venom don't- HAH-AH!" Peter closed his eyes, panting harshly. Nightmare. Nightmare. This had to be a nightmare…

The invading tendril stopped moving for a moment as Venom bent down, releasing the boy's cock to lick at his throat in an attempt to comfort the teen. "Sssssshhh sssssspider." The creature closed it's eyes and groaned, bowing it's head. "Oooooh you're ssssso warm," the creature tipped it's head back, it's tongue lolling out of it's mouth in delight. "Sssssso hot inssssside," the alien moaned again and seemed to pant, flushing in pleasure. "We didn't know it would feeel this gooooooood." It nuzzled Peter happily. "Yessss… We will mate well."

The tentacle suddenly wiggled again and Peter's body seized up with pain as the thing drove itself deeper into him. "D-don't. It hurt!" the boy cried out, the world blurring around him as tears filled his eyes, cascading down his cheeks.

The alien paused, but only for a moment. "It will be over sssoon little ssspider," it said almost gently before plunging the tendril deeper into the brunets bowels.

Peter withered, panting rapidly in his pain. Oh god. Oh god I'm being raped. Guys aren't supposed to get raped! No one is supposed to get raped dammit! And I'm lucky enough to get raped by a fucking alien! This is wrong. So wrong. Wrong! This can't be happening. Oh god please just let me wake up.

Peter sobbed, tears flowing freely down his cheeks as he was ravenged by the symbiote . His body heaved and he coughed harshly, but nothing came up. He looked down dazed with pain then screamed in horror as he saw his belly bulge grotesquely as the tentacle penetrated him further. Peter's fear and pain gave him strength and he wrenched him arms out of Venom's grasp and pushed down on his stomach, trying to force the tentacle out of him in his hysteria.

"Get out of me," he screeched, kicking out at the alien. "Get out- hiii!" His voice broke as the tendril suddenly twisted inside him, wrenching at his guts. "I-it hurt…" he stammered, gasping. "Please!"

"You will be fine little sssspider," the symbiote assured the boy, moving to pin him down again, but Peter wasn't going to take it anymore.

"No, NO!" the brunet struggled back from the alien on his hands and knees. A new, cramping pain suddenly sprang up inside him, making him cry out, but he gritted his teeth and trusting his hands between his legs, grabbed the tentacle in both hands.

"Ssspider no!"

The desperate boy ignored Venom's cry and not thinking of all the damage he could do to himself, yanked on the tentacle, trying to pull it out. A cry escaped Peter as the appendage withered frantically within him, trying to squirm out of his grasp and worm back it's way into his depths, but the pain just hardened Peter's resolve. He growled and yanked hard again and again. The teen was finally rewarded with a wondrously empty feeling as the struggling tendril slid out of him with a wet pop. He almost fell back in a relieved faint right then and there, but first he had to get away from this place, from Venom.

Peter tried to stand up, but immediately fell back to the ground clutching his stomach in pain. It wasn't until then he saw the fresh, red blood smeared upon his hands.

"You hurt ussss."

The brunet stiffened and whirled at Venom's angry hiss, only to be knocked back down as the alien slapped him across the face.

White stars flashed in front of Peter's eyes and he dropped like a rock, hitting the floor hard, the world reeling around him. The boy whimpered as felt the symbiote loom up behind him, but he was too weak to even push himself up. Instead he just curled up, covering his butt with his hands, trying to hide himself. The alien growled, grabbing the teen's shoulder and roughly flipping him over.

"You will be ourssss," it hissed, eyes narrowing in rage

Peter shook his head feebly, and flipped over trying to crawl away, but the alien grabbed his wrists and webbed them to the floor.

"No," Peter tugged weakly at the restraints, but they wouldn't budge. The boy gasped as the symbiote grabbed his hip, claws sinking painfully into his flesh as the alien lined himself up, getting ready to plunge into the kid's guts again.

"I'm bleeding. Oh god Venom I'm bleeding," the teen sobbed, begging the creature to understand. "Stop. Stop. You're going to tear me apart."

"You will be ourssss," it repeated, ignoring the boy's plea.

"Dammit," Peter tried to kick back at the alien, but missed. "Leave me alone already- Oh god!" The boy jerked as the tentacle shoved its way back into him. Deep, deep, into him. His body fell heavily to the side as his legs collapsed out from under him. "Venom no- AH! No, no, no get off me! HAH!" the boy screamed hoarsely and thrashed as the alien somehow was rougher then the first time as it drove itself into his body.

"You are tighter than we thought you'd be but you will adjusssst," the creature said tightly as it continued to push the tentacle deeper into the body beneath it.

Peter wailed, ragged sobs falling from his lips as the alien continued to callously press itself into him. The boy felt a wetness dribble down his legs and knew he had begun to bleed again. It hurt so much; he had to be bleeding. Venom wasn't thrusting so much as shoving, going deeper and deeper into his bowels. More than a foot and further. It was just too much. "Shit stop. Stop! It hurts," he cried, but the symbiote ignored him.

Peter bowed his head at the pain, his tears dripping onto the floor beneath him then his eyes flew wide as he saw the crimson liquid of his blood in a little pool between his legs. "Oh god. Venom you're ripping me up. ARGH! I've never done this before. Dammit Venom at least slow down!"

The tentacle paused, leaving Peter gasping for air. The intruder wasn't moving, but it still seemed to burn inside his not-so-virgin-anymore ass. Oh god it hurt. He had never felt a pain like this before and as Spiderman he knew a whole hell of a lot of different types of pain. Some of the alien's anger must have cooled because it waited for Peter to catch his breath before asking: "Sssslow?"

"To make it easier and-"

"No, that will take too long."

"Ah!" Peter shrieked as without warning the tendril drove its way deeper into his intestines. The teen weakly tried to struggled, but the alien grabbed his hips again, sinking it's claws warningly into his soft flesh with a growl, bruising, but without breaking the skin.

"Venom please! It's too dry. It's too dry!" he howled frantically. "It hurts. You're ripping me open. " Peter screamed as the creature jerkily penetrated further, navigating one of the turns in his intestinal track. "Stop. You're killing me!" Tears streamed down the boys face as he sobbed. It hurt so much he couldn't even move… He really felt like he was dying.

The alien paused it's assault as Peter groaned, his body going limp in the symbiote 's grasp.

"Dry? First slow now dry?" it demanded, sounding impatient.

"Yes… Y-you're supposed to used lube…" the boy stammered thickly past lips that didn't want to work right any more.

"Lube?" it questioned, sounding honestly curious.

"Makes it easier to take," the boy gasped, willing to do just about anything to make the alien not move any further inside him if only for a few more moments. "You're ripping me apart like this. Please. It hurts so much. Just stop. Please. "

Peter was startled as he felt the symbiote lean forward and connect with him again. The boy shook his head, trying to sort his thoughts from the alien's, but the connection only lasted for a second. The alien stiffened with a sharp breath and quickly broke with the boy. It whimpered suddenly and wrapped it's arms around the teen.

"We did not want to hurt our mate, but you give us no choicsssse," it whispered, nuzzling his neck.

Peter just groaned, lying in the creatures embrace too pained and tired to respond.

"Dry…" the alien murmured softly to itself in consideration.

"Yes… and too big and too deep and too rough and-and wrong," the boy whimpered, fresh tears falling from his eyes. "Y-you're not supposed to do this. Please just stop. You're splitting me apart. I feel like I'm dying. Please not there. Not this."

"We musssst mate!" Venom insisted earning a hopeless sob from the boy. "But we will try to make it easssier," the creature added softly, cuddling closer to the teenager.

Peter heard a strange little sigh fall from the symbiote then he cried out as his bowels were flooded with a cool, gooey liquid seemingly originating from the alien's tentacle. Oh great, Peter thought bitterly. Auto lubing… Now there's was no way I'm going to be able to convince Venom to stop. Dammit it better not have just peed in me.

The symbiote gave Peter a moment to get used to the new feeling inside him before sliding it's tentacle further into his tight hole. Peter groaned in discomfort, but at least there was no more of that horrible friction inside him. The boy panted, laying his cheek against the cold floor, closing his eyes as the tendril continued it's journey deeper inside him. He face felt hot and sweaty. "So deep," he whispered, his eyelids fluttering in exhaustion.

Peter felt the symbiote gently caress the back of his neck. "Bear with usss sssspider. We will be done ssssooooon."

Peter moaned softly as the alien continued to gently stroke his body as it's tentacle advanced deeper and deeper inside his intestines. How much further could the alien possibly go? He had to have taken at least three feet by now. If it hit his small intestine and tried going on from there he knew he would die for sure.

The boy gasped as fresh pain bloomed firey within him. It hurt. Oh god it hurt. "Venom stop," he panted hysterical, thinking the alien must have finally torn something within him. "Hnnng. That's too deep. Please… Oh god I'm going to puke again. Venom please… You're too rough. Ah, AH!" Peter squirmed against the alien as he cried out, kicking and writhing, but the pain kept getting worse as something large popped past his sphincter and started moving up inside him. "What the hell is that?" he shrieked, as the symbiote , held his thrashing body against it's chest. "That HURTS! Shit it's too big! What are you doing to me?"

Venom looked lovingly down at Peter and stroked a finger over his cheek with a smile. "We're breeding you of courssse sssssweet little ssssspider. Just relax and the eggsss will be eassssier to take."

"EGGS!" Peter squeaked in a high panicky voice. "No one said ANYTHING about eggs. AH-oh shit!" Tears flew from his eyes as his head jerked back in pain, his breath hitching erratically.

Venom chuckled. "How elssse did you expect usssss to breeeeeed you?"

"Hurts… Venom," the boy moaned, twitching as the egg surged painfully up his passageway through the alien's tentacle .

"Sssshh little ssspider," the creature whispered, nuzzling his neck. "You will be fine. You are ssstrong. Jusssst relaaaax."

The egg went impossibly deep then deeper as it traveled all the way up to the end of the tentacle. Peter cried out as a squirt of fluid suddenly shot into his bowels from the tip of the aliens tendril then the egg popped out of the tentacle so deep inside his passageway, but the worse was yet to come. Peter screamed as white hot pain shot through him.

"Did-did you fucking bite me with… with that tentacle thing?" he gasped, his vision growing hazy with pain and exhaustion.

"The egg is just sssettling," Venom 'reassured' the boy, patting his arm in what it thought was a comforting sort of way. "Breath little sssspider. Here comessss the next one."

"No-AH!" Peter's body jerked then went limp in the symbiote 's arms as new pain surged within him. "You're tearing me apart," he whimpered, weakly clawing at the floor, still trying to get away. "Please stop. Please."

"Sssss little sssspider," Venom hissed softly, rubbing a gentle hand over the boy's slightly distended belly. "Sssstay sssstrong. It will be over ssssoooooon."

Another juicy squirt of something bathed Peter's bowels as the second egg popped into him. Then that pain, that all encompassing pain. "No more. Please no more. Venom I'm begging you. Eddie, Eddie please. Mercy please," Peter sobbed, pleading with the symbiote to stop.

"Sssshh jusssst a few more."

"N-Aaargh. RAH!" The brunet struggled frantically as the pain in his intestines became unbearable, but the alien just held him closer, cooing to his softly.

"Ssssshhh little sssspider," it whispered, nuzzling his neck. "Our ssssssweet little ssssspider. It will go fassssster if you do not ssssstruggle."

"It hu-rts," Peter cried roughly, tears streaming down his face.

"Sssshh we know. We know," Venom whispered, rubbing the boy's belly, trying to ease some of the teen's agony. "We did not think it would pain you ssso much to do this. Pleasse hold on a little longer. We will be done sssssoon. Jussssst Relaxssssssssss."

Another egg popped into Peter and another pressed through his sphincter to start it's journey up, but it was all too much. Peter couldn't take it anymore.

"Ah-hah!" the boy trashed and struggled and screamed with all his might, his voice cracking with strain, but the alien just held him tighter.

"Ssssshh, ssssshh our wonderful, beautiful mate," the creature cooed, rubbing it's cheek against his sweat-soaked back. "We're almosssst done. Jusssst a little longer. Bare with ussss a little longer."

"Venom don't…" Peter gasped hoarsely, his vision going dim. "I can't…"


Peter groaned weakly as he slowly drifted back to consciousness, curling up to clutch at his stomach. He felt hot and bloated and sick. What happened? The boy groggily raised his head to look around in confusion. Surely not- Peter gasped and froze, his eyes flying wide. He was in the sewer. And- and he hurt. He hurt inside. Oh god it hadn't been a dream…

Peter felt the warmth at his back shift then dark muscular arms wrapped around him from behind. "Are you awake again little ssspider?" a soft voice whispered.

Peter flinched with a fearful little cry and pushed himself away from Venom. "Oh god no, no, NO!" he panicked, scrambling back until he hit the wall. "This… This can't be happening! What-WHAT DID YOU DO TO ME?" he screamed, at the symbiote , terrified what the answer might be.

The creature cocked it's head at the boy, confused by his actions. "We bred with you of courssse."

Peter stiffened with a gasp, his hand flying to cover his mouth as his fearful eyes opened wide enough to show white all around his pupils. "No. Oh god no. This can't be happening. No, no, no," his head fell into his shaking hands with a moan. "Noooooo."


"I CAN'T BE PREGNANT!" Peter screamed taking the symbiote by surprise as it jerked back from him, startled by his volatile emotions. "I… I have to get out of here." Peter stood up leaning heavily against the wall. He moaned, clutching his stomach with one hand as something seemed to shift inside him.

"Where are you going sssspider?"

"Don't touch me!" Peter shirked, slapping the aliens hand away as it took a step towards him, but the motion was too quick. Peter swayed, suddenly feeling impossibly light headed. The next thing he knew there was a rushing sound in his ears and he collapsed into Venom's arms. "Don't… no…" the boy moaned, trying to push himself away just to fall against the alien's chest again.

"Ssssshhhh little ssssspider," the symbiote whispered, holding Peter to it's dark body. "You mussssst be careful now," it said, one of it's clawed hands drifting down to caress the boy's slightly distended belly. "You carry our brood."

"I can't- No!" Peter tried to wrench himself away, but the alien held him fast. "Let go," he sobbed, tears prickling the corners of his eyes.

"Not yet," the symbiote said gently, pulling him back down to the ground.

"You said you'd let me go!" Peter accused, tugging weakly at the alien's grip, but failing to break the creature's hold on him as it drew him to his knees.

Peter gasped and jerked back as a tentacle was suddenly there caressing his lips. Venom smiled and brushed the tears from the boy's face with a gentle hand. "We are not done with you yet," it said softly. "Besssidesssssss, we like being closssse to you."

"No!" Peter struggled back. "Get off me."

The smile suddenly dropped from the symbiote 's face. "Sssstay sssstill," it growled menacingly, showing teeth as it tighten it's grip almost painfully on Peter's arms, making the boy freeze. The smile returned when it assumed Peter was finally listening to it. "Now, come on little ssssspider," it said with a soft hiss, the tentacle returning to stroke across the teenager's lips. "Open wide."

"What? NO!" Peter snapped his mouth shut as the tendril prodded at his oral opening, but Venom had other plans.

"We mussst finissssh," the creature insisted.

"No," Peter growled through bared teeth as the tentacle continued to hover around his lips.

Venom snarled in irritation, but Peter refused to give in, crossing his arms stubbornly over his chest.

"You were hurt before becausssse you did not behave. Behave now!" the alien demanded.

"NO!" Peter yelled, snapping at the tentacle with his teeth when it got too close.

The symbiote growled in frustration and pounced, nipping the boys neck with it's sharp fangs.

"Ah! Don't bite Venom-" suddenly Peter was gagging on tentacle that had just shoved it's way down his throat. Choking, Peter tried to bite down on it.

The symbiote hissed in anger and pulled back a little, but then just grab the teen's mouth in it's hands and yanked it open, almost breaking Peter's jaw. A strangled cry fell from the boy as he felt his jaw creak and he started to struggle in earnest as the symbiote held his mouth open and continued to shove the tentacle down towards the brunet's stomach. Darkness was already dimming the edges of the teen's vision and he was beginning to feel lightheaded as the tendril pushed further and further into him. It was impossible for him not to gag, but Venom didn't seem to care. The creature seemed determined to reach his stomach... or was it trying to go all the way through him?

The brunet thrashed frantically, beating and clawing at Venom's chest, his desperation and panic giving him strength. Hadn't he already been through enough for one fucking night?

The boy's struggles seemed to momentarily hinder the symbiote since it's hands were occupied with holding Peter's mouth open, but it was nothing for the alien to create another tentacle, which swept down and wrapped around the boy's wrists, jerking them above his head. A third tentacle swept down around his legs, keeping the boy from kicking.

Peter managed to whimper somehow as he continued to struggle weakly. Darkness was quickly eating away at his vision and he couldn't seem to get his eyes to focus anymore. If Venom was saying anything, he couldn't hear that either. All his mind was focused on was his desperate need for oxygen.

Stop… Venom. I can't breathe. I can't breathe. I need air. Stop please, the boy mentally pleaded hoping somehow the symbiote would hear him, but if it did, it ignored him.

Peter's mind was screaming even though he couldn't get a single sound out anymore. His body gagged and heaved uncontrollably, but Venom didn't seem to mind. The alien just held him, slowly working that one tentacle down farther into the fleshy depths of the brunet's body.

Peter's hazy mind suddenly realized the tentacle had stopped moving in his throat. He couldn't even tell where it ended inside him anymore, just that it was shoved down half of his body and it hurt! Oh god he felt sick. Then the tentacle seemed to convulse and something started gushing from it.

Peter's mind, if not his body, screamed as something warm, thick and gooey squirted from the alien's tendril right into his belly. No, no, no this can't be happening, his mind shrieked in horror as he body arched against Venom, trying to get away, but the symbiote just held him tighter.

No, no, no! A hysterical little oxygen-deprived giggle suddenly bubbled up inside of Peter's mind, even though he had no air left in his lungs to voice the sound. More of the alien fluid continued to pump into him. It was filling him up. Oh god it was filling him up. He felt his belly stretch uncomfortable, but all he could do was laugh. The giggly hysteria had completely taken over. He was going under. There was nothing he could do and so he laughed and laughed and laughed. This can't be happening, sang a voice in his head in a strange sing-song way. This can't be happening. It had to be a dream.

Cream filling! Cream filling! Peter's mind sniggered crazily right before his eyes rolled back in his head and he passed out.


Strange I know, but it's a start. Obviously Peter x Venom fic, but I promise it's not just smut. There is a plot somewhere around here, I just have to find it- Oooo, oooo. See that spec of dust among all the steamy sex? There's the plot. Ha, I knew it was here somewhere. Seriously thought not just a smut fic. There is a plot. You'll just have to stick around to see what it is. Love some reviews. They are what keep my fics afloat.