Arachnid Part 02

Will was still having trouble acknowledging what had just happened that night. He couldn’t believe what he’d just seen. Watching all the guys turn back to their normal more muscular selves was so strange. At first they tried their best to fight off the two scientists that were trying to help them. Obviously with their small weak bodies, the two giant men were able to handle it fairly easily. 

But what was even weirder was watching them grow. Each muscle looked like it was being pumped up. More and more size and strength pushed through their bodies. With each pulse through their body they gained more and more of their weight back. They all tried to pretend like everything was back to normal. But Will could still see some of them longing looking at each other as though they still felt something. No one was willing to admit it. Though they did exchange numbers for ‘group therapy’ as they called it.

“GAH!” a sudden pain shot through his side as he swung. The punch he’d received was still bothering him. Not to mention how his costume still felt soaked in whatever that green stuff was. He was just happy he was almost home. No more villains to bother him at least for a couple of hours. He crawled against the wall and dipped in through his unlocked window. Being on one of the top floors was purposeful, as most people didn’t want to have to climb that high to steal from someone who didn’t have all that much to steal. 

“Man… What a night…” Will groaned as he plopped onto his bed. Right now he didn’t even care that he was in his full Arachnid costume, he just wanted to fall asleep. The pain was starting to subside and he could feel the stress from all the aches and pains throughout his entire body. Everything seemed to hurt. It was fairly normal. As an active superhero, those feelings just came with the job. He’d always come back tired and worn out.

But even this was worse than normal. It ran through his entire body, hitting each and every one of his muscles. Right now he was conscious of each and every inch of his body. But he was too tired to want to do anything about it. He pulled himself further up on the bed, but his feet seemed to still hang off it. Deep painful groans escaped his lungs as the ache only seemed to get even stronger. It was like he’d just pushed himself to the limit after a workout and didn’t want to more. 

“What’s going on…” he groaned. His costume started to stretch against his growing frame. It felt so tight against him. But all he could think about was the pain shooting through his body. His pulse quickened, sending blood to each muscle even faster. Each muscle grew more. The costume strained even more. The two wrist web shooters broke off from his wrists while the gloves pushed further up his hands.

His boots didn’t stand a chance as they were already fairly small. They’d fit snuggly around his feet. Toes pushed forward out of them. The rest of the custom built shoe exploded off his widening feet. He couldn’t help it as each and every part of his body strained the flexible fabric around his body. The costume had always been a perfect fit, now it was easily three or four sizes too small. 

None of his costume fit him right anymore. The sleeves were pulled halfway down his forearms and torn at each and every bulge. His leggings did the same up his legs. Two huge holes were on each side of his thighs. While his ass had grown so large it split a hole down the middle. “Oh fuck…” he moaned still in and out of consciousness. 

However a loud banging at the door pulled him out of that state. “You asshole! You said you were going to pick me up last night! I had to take a fucking taxi!” it was his friend that he’d accidentally ditched last night. Mikey always hated how Will would just randomly disappear on him. Yet somehow he still would come back.

Mikey pulled out the extra set of keys and started jiggling them into the door. He was still busy shouting curses through it. “Shoot!” Will stood up from his bed and realized he was still in his Arachnid uniform. Or at least what was left of it. Seeing the costume he’d worn for years torn up around his body was a bit disheartening, but seeing just how huge and expansive each of his muscles were made up for it. He found his arm slowly raising as he pulled his forearm back and watched the heavy round muscle bulge. The slight growth from the flex, caused the tear in the sleeve to just get even bigger. “Shoot!” he realized what was going on but it was too late. 

Outside his door, stood Mikey. His mouth hung open as he saw the muscular giant standing in Will’s room. Obviously his mind was overloading as his hand fought the clear urge not to touch his dick. “H-hey,” he squeaked. “I thought… I thought…” his eyes darted around the room as his face went red. 

“Hey,” Will replied. His voice was far deeper than it normally was. 

The single syllable seemed to have sent Mikey into a tizzy. His whole body almost collapsed onto the floor as he heard the masculine bravado in Will’s voice. “I just… Oh fuck… I was just… Uhh… looking for… looking for my friend. I didn’t realize he had company.” 

‘Company?’ Will thought to himself. But catching his reflection in the mirror he couldn’t help but understand why Mikey wouldn’t recognize him. They normally stood about the same height, each with a fairly skinny to lithe frame. After the spider mutation, Will had naturally grown a little bit but instead went to wearing slightly larger shirts so no one would notice. The only time anyone would even comment on how fit he looked was when he was at a pool party or beach. Otherwise no one would seem to notice. 

Right now, he was over twice the size he’d ever even imagined he could be. Huge thick arms jutted out the sides of his torso and thick arms traveled down. The light V taper he had from being athletic was twice as wide as his lats were far larger than they needed to be. Even at a relaxed state they were a good six inches from his sides. Not to mention how he was now at least a head taller than his friend. 

“Right,” Will lied, “I’m Will’s friend.”

“Oh?” Mikey seemed to like that a lot. After sniffing the air, his face seemed to have contorted a way that Will hadn’t really seen before. “How good of friend’s are you?” 

“Uhhh? Pretty good ones?”

Mikey laughed. “Is that all? It looks a bit more than that. I know Will really loves Arachnid and wears his costume sometimes. But why are you in it now?” the smaller guy was stepping closer to Will. 

Will took a step back. “Uhhh…” he didn’t have an answer. Watching Mikey close the gap between them was making him nervous. His eyes were so focused on Will’s body, that he had no idea what to do.

That’s when Mikey reached out and grabbed onto his pecs. “Damn… So strong…” he moaned. His small body just pulled even closer. “I’m sorry… It’s just that you look so good… You smell so good…” Mikey took in a big whiff of Will’s BO and leaned further into him. The light push wasn’t near as strong as any supervillain Arachnid had ever been against but Will still fell back onto the bed. 

He was falling victim to the same thing Mikey must have. His dick was straining in his costume. The feeling was so annoying as it slid down the side of his leg, stretching the already over stretched material. Mikey seemed to have gotten the idea as he slowly started to remove the bottom half of the spandex. The huge dick popped out of its confines, and pointed directly at his friend. 

Mikey’s mouth dropped again as he moved his way down towards it. His small hands still traced the excessively oversized muscles on Will but he had a new focus. His mind must have been overloaded as he’d never seen one that big. Part of him didn’t know if it would fit, the other part was too afraid not to try. He gave it a light peck, then opened his mouth as wide as possible. 

Will felt his body seize up from the pleasure. Feeling Mikey’s soft lips mold around his dick while his tongue whipped and lapped up around it. With a feeling like this Will would have fallen over and writhed in the pleasure, but something was telling him just to stay upright. His hand went to the back of Mikey’s head and he pushed ever so lightly down. “That’s it,” he goaded. The deep sound of his voice seemed to make the smaller guy really happy. 

The complement seemed to have made Mikey burst as his hips had bucked upward. But that didn’t seem to stop him as he continued to please Will. The feeling was amazing as he felt his friend pretty much begging for more attention. The light moans and groans, Will gave him seemed to be enough. But any extra complement would send him over again. “You’re so good at this…”

Again Mikey’s body thrust as another glob filled his underwear. Will couldn’t believe the amount of power he had. Just watching his friend try desperately hard to please him was too much. It was hard to hold back. And that’s when he burst. His hips bucked back and he could feel his dick digging deep into the back of Mikey’s throat. Thrust after thrust caused more and more cum to shoot down into the back of his throat. 

It took a good 30 seconds for him to finally come back down to reality. That was enough time for Mikey to realize what he’d just done. “Shit!” he cursed. However his voice sounded a bit different as he said it. The high pitched squeal Will was accustomed to was a bit deeper. “Shit. I’ve got to go,” he said again. 

Will noticed that there was something a bit different about his face too. His bright round eyes had changed to something more dark and brooding. A light bit of scruff covered his bare chin and even some was showing from underneath his armpits. “So soon?” Will asked. He cocked his head to the side.

Mikey let out a moan and the wet spot in front of his shorts only grew bigger. “No…” he moaned. Then felt his phone vibrate. He shook his head. “Yeah… Shit. I mean yeah. I have to go. Tell Will I’m borrowing these.” He grabbed a pair of shorts from the room’s floor and headed off to the front door. It slammed. 

“Oh man…” Will smirked. “What the heck was that?” He stood back up and went over to the mirror to check himself out again. Flexing his giant body he couldn’t help but brag about how good it felt. Somehow he always figured Mikey was incredibly good at giving head, but never in his life had he honestly considered it. He looked down at his thick dick and gave it a bit of a tug. However when he did so, he noticed what was dripping out of it was a bright green color instead of the normal white.

“What the heck?” he questioned as he brought it closer to his face. Something else distracted him a bit more. The massive size his body had become was quickly dwindling away. Each and every muscle in his body was slowly shrinking back to its more modest size. “What’s going on?” he panicked slamming against the wall. Every second he watched another pound disappeared. There was nothing he could do to stop it. Now he stood in his room in a stretched out costume unsure what had just happened.