Mary Jane and the Doc

"Y-yeah?" she gasped, wrapping her hands around his neck and kissing his cheek, his chin, his jaw.

"I've designed a new skin. It's somewhere between human and... well, you'll find out." He slid his hands under her ass and positioned her so the redhead was resting back against the cushions, her long red tresses falling everywhere in messy waves that made his cock throb. He leaned down and sucked one of her big nipples into his mouth, then the other, slurping on them fast before returning to her lips again. "You're mine now."

"Yours," Mary Jane agreed fervently, arching her back and trying to get his cock inside her.

He teased her still, and snapped his fingers three times. A vibranium wardrobe opened up in a corner, and his tentacle suit strode out of its own accord. She paid it no mind, her eyes locked solely on Octavius as he reached down and fingered her sloppy cunt.

"No one but me ever fucks this pussy again unless I say so," he said, burying his lips against her neck.

"Yesss!" she cried out. "Your pussy! Your cunt! I'm your slut, Otto!"

The suit reached him, and the harness's straps slid around his bare-naked frame as Mary Jane kicked up at the air, her high heels as sharp as daggers. As the suit linked up to the control chips implanted in his body and connected to his mental command, he stripped the shoes off her, tossing the four hundred-dollar stilettos away and kissing the balls of her delicate feet. The tentacles came online, and immediately he felt more at home, powerful and in control.

His fingers plunged in and out of her and her eyes finally opened. Mary Jane gasped at the once sleek metal tentacles wavering in the air all around him. "Oh my God."

The tentacles were now covered in a skin that no one would ever think of as being human, largely because of the bulging blue lengths at the end shaped very much like phalluses. They weren't designed to feel real either. He wanted that specifically for his own honorific, vain though it might be. They were, however, veined and ridged in such a way that he hoped they maximized her pleasure.

"Still metal underneath, I'm afraid," he said. He brought one of them to her lips, and she opened wide for it instinctively. The tip glistened with an edible lubricant, based on the same compounds he'd used on his own genitalia to change his come's flavor.

She sucked the first few inches and pulled away, stroking it. "Oh, that's clever," she said.

"Stopping to lube up every few minutes was the fly in the ointment with the old design," Octavius said, thrusting his fingers in and out of her wetness one last time. "And there's another secret to the formula as well. But I'll save that for later."

The tentacles coiled around her body, looping around her waist, her arms, her shoulders, her hips and her legs. Her lips parted as one of them teased her asshole and two more flicked across her nipples. He intentionally kept two of the tentacles coiled behind his back, but used the rest to lift her up and support her in midair while he lined up his cock. Her wavy hair flowed down towards the ground, her eyes narrowed in anticipation of the peaks ahead of her. The tentacles pulled her legs wide, and she cooed at him as he slid into her, both of them moaning with pleasure. Octavius liked it best this way, his first time in the gorgeous model's pussy with his own dick before they got to the part she really loved. Sometimes he changed things up to keep things intense and new for Mary Jane, but today he was too excited about the thought of a new life with her to not take her for himself first.

"All this time," he said, standing perfectly still as the tentacles pushed her body towards his, then pulled her back again, "and Parker never once suspected you became my dirty cock slut."

"Yesss," she hissed. Once, talking about Parker like this while they fucked embarrassed her, made her cry afterwards, but her body always told a wildly different story and she never, not once, told or hinted he should stop. Mary Jane got off on the guilt of loving another man's dick more than her man's.

"Now he'll know how much you want this. Me fucking you senseless. Taking your ass while he was sleeping in your bed. Fucking you up on your roof where anyone could see."

"Oh God!" the redhead yelped as the tentacles drove her hard against his cock with a wet squelch.

"Making you feel things he never could."

"Mmm, yess, fuck me harder, come on, fuck me harder!"

The tentacles bounced the redhead harder against him, making her tits bounce. Two of his tentacles wrapped around and teased her nipples against, slapping against the flesh, roping around the whole of her breasts and squeezing and relaxing. Mary Jane loved that and arched her back - or would have, if she wasn't completely immobilized, save for the wild swings of her neck as the pleasure hammered her with every thrust, every squeeze.

"Fuck, Mary Jane, I love how tight your pussy is," Octavius growled.

"Yessss! My tight pussy! All yours!"

Her face contorted with her lust. "Am I better than he was?"

"Yes! You know you are! So! Much! Better!" she wailed, her pussy squelching around his cock as the tentacles continued massaging every pleasure center of her skin. One tiny headed one slid around her waist and brushed her clit, leaking its slick fluids all over her. Another teased her asshole, sliding up and down her cleft, giving her light little brushes around her delicate ring. The ones at her breasts kept up their pleasurable assault, and another pair stroked the backs of her thighs all the way down to the soft vee of her knees. She loved that, went wild for it, and her mouth opened wide in silent pleasure as she started to come on his prick.

But Octavius wasn't done. Far, far from it.

Octavius pulled Mary Jane upright with the tentacles until she was riding his dick in a standing poition. She mashed her lips to his, keening her need into his mouth as the tentacle at her ass began to leak copious amounts of lube, getting her ready. The tentacles humped her up and down on him at a mad, frantic pace, her nipples pressed against Octavius's bare chest. He caught her bottom lip between both of his and sucked it into his mouth. Her lips were so soft, so warm. Their tongues swirled together, and he gripped her ass with his real hands,

Mary Jane thought he was going to fuck her ass with one of the tentacles, but instead, he used them to spin her around so her backside was to his prick. The tentacle did slide into her ass far enough to squirt more lube inside her, but Octavius wanted his prick to plunge into her depths first. He rubbed his cock up against her bud, and said into her ear, "My dirty cheating redheaded slut."

"YES!" she shouted as his cock slid into her ass.

Octavius had fucked Mary Jane in the ass often enough at that point that he knew he could plunge nearly his whole length into her with the right preparation. The tentacles drove her ass back against his cock as she tossed her head back and forth. He caught her neck with his lips, nipping her playfully before sucking the warm flesh. This time, instead of letting the tentacles do all the work, he met their backwards pull of her body with his own thrusts. Mary Jane was wild for anal sex, and he discovered, with her passion, his own fondness for giving it to her. It was both their favorite way for him to come, though she did give a world-class blowjob.

He used the tentacles to bend her over and really started pounding her ass. "You want to go back to him? Peter and his missionary pump and squirt?"

"No!" she gasped.

"You want to sit around at night, bored and lonely? You want to get yourself off with those little flimsy toys of yours?"

"No! I want youuuuu!"

He squeezed her ass. "Good. Because I'm addicted to this ass. Your pussy. Your hot hungry mouth. You're mine."

"YOURS!" she shouted as his cock pounded her ass again and again and again.

The tentacle playing with her clit slid down to her entrance, and she stiffened against him, her eyes going wide. The head probed inside her, squirting lubricant, and she reflexively tried to pull away from Octavius, the pleasure almost immediately overwhelming.

"Mmm, gah, mmmmmm, shit, so good, so good, so GOOD!"

The tentacle slid into her an inch, two, three. It was so much bigger than Otto. Huge, in fact. He'd made upgrades to all of the tips, and now the tentacles were so big they'd have trouble fitting inside his redheaded whore. It was not a flaw but a design feature. Octavius grinned to himself as the first six inches of the tentacle began to whirl slowly and vibrate in errant pulses. He could feel it through the thin walls of her ass.

Mary Jane's throat worked and she struggled to take a breath. Good thing for her mouth was open, because another tentacle slid away from her breast and up towards her lips. She gasped as it slid into her mouth, forcing her jaw wide to accommodate it. "Mmff! Mmmmmf! Mmmmf!"

He let the cock slide slowly out of her mouth and whispered into her ear, "Too much, my dear?"

"Fuck no," Mary Jane gasped. "More. More!"

He crammed her mouth full of the enormous mechanical dick again, his cock a blur in her ass now as the tentacle in her pussy began to match his pace, pulling out as he thrust in. The one in her mouth kept sliding in deeper and deeper, its tip pressing against the back of her throat, then deeper still. He was not cruel, and only kept it there a few seconds before pulling it back nearly to her lips again, letting her gasp for air.

He fucked her like that for a few minutes, keeping the two surprised tucked away until she was panting and gasping around the cock in her mouth, riding the cusp of another orgasm. Octavius was a master of biding his time and waited until he was sure Mary Jane was right there, and then he unfurled the two tentacles behind him and roped them around her neck in a loose grip. Not quite enough to strangle her, but enough to put some pressure on her neck. Mary Jane came a little faster than he anticipated, and he rode it out, grinning as he kissed her shoulder, his cock staying still in her ass while her pussy throbbed around the tentacle deep inside her womb.

Only when she came down did she see the tips of the two tentacles choking her lightly. Two cups wavered in front of her face, shaped much like her bra's own cups - when Mary Jane bothered wearing one around him.

"What is that?" she gasped when she could.

He smirked against her shoulder and the cups flowed towards her breasts. She tensed - a last vestige of her fear, perhaps, though Mary Jane really hadn't shown much of that since the first time they tried this with his original octopus suit. His cock surged in her ass thinking of the pleasures about to unfold for her. The cups on the tentacles were designed to do a few amazing things. Atom-thin fibers along their surfaces tickled her flesh in such subtle ways that she thought she was imagining it until the intensity increased. The digitalized fabric over her stiff nipples clamped down, and Mary Jane whispered, "Oh. My. God. Ohhhhhhh, fuck. Oh fuck Octavius. Oh my God, that's incredible."

The fibers on her nipples alternated between icy cool teasing and warm, almost hot blasts of air. At first he meant for the design to simulate human breath or a tongue bathed in ice, but the sensations weren't quite so large in scope as those. Instead, by happy mis-design, the pads' fibers whipped the sensations across her nipples like tiny lashes - not with nearly that much force, but that would be what it felt like to Mary Jane.

"In a week or two when I've perfected the formula," Octavius breathed into the redhead's ear, "this can inject your breasts full of a chemical that will induce milk. Without sagging."

"Oh holy shit," she breathed.

"All the nastiest, sexiest parts of a woman's body after she's pregnant, without the fussing child," he said, thrusting his cock harder and harder inside her. "Imagine me, sucking the milk right from you. My tentacles fucking you hard while you feed me your rich cream."

"Mmmm! Fuck!" she screamed around the cock sliding back into her mouth.

"Now's the time to tell you the other surprise about that fluid my tentacles are producing. It's full of nanites too." She gasped for breath as he let the tentacle cock in her mouth slide out of her, and then jammed it back in again. His tentacles began to vibrate against her, warm, cool, flooding her body with sensations as he talked. "Special dermatological and musculature rebuilders. Every time that fluid leaks into you, your pussy, your ass, they will slowly begin to tighten again after we've finished. Within a few hours, you'll be as tight as a virgin again, my dear, all without the nastiness of a hymen."

"MMMF!"

With another jolt, Mary Jane came.

The cock in her pussy released a spray as she came down, warm and sticky, much like his own come - because it was designed from just that. It slid out and was replaced by an even larger prick as she sobbed her pleasure, his balls bouncing against her ass, the dick in her mouth teasing her tongue. Octavius pounded her for all he was worth, sweating profusely now, his hands clamped on her juicy bottom. He came not long after Mary Jane, his cock spurting deep inside her ass.

And yet he wasn't done. Oh no. This was going to be a night to remember.

The tentacles wavered and whipped around her. The cups on her breasts sucked and lashed at her nipples in equal measure as he spun her to face him. Her eyes were wide with her pleasure, drool and lubricant leaking out of the corners of her mouth and down her chin, her delicate neck, her breasts. The cock in her pussy hammered deep time and time and time again. The one that had prepared her ass earlier slid back into the gaping hole Octavius had just occupied, making her stiffen again - maybe another orgasm, or just a continuation of her last one. Machinery whirled and buzzed and fucked, and all Mary Jane Watson could do was hang on for dear life, riding out the sensations, getting stuffed so full of cock that she couldn't make a sound.

All she could do was come.

Octavius watched, and cleaned himself. And ten minutes later, like magic, he was hard again. Ah, the wonders of youth - and perhaps a bit of chemical tinkering to his own body. He brought her to him again, this time contenting himself with her pussy. She sobbed her pleasure around the cock in her mouth, and when he pulled it free, her throaty whisper told him just how successful this latest test had been.

"...yours, all yours, your slut, Octavius..."

He grinned, the octopus finally, completely triumphant.