Archive of Our Own

Peter woke up wrong.

His alarm had been screaming for nearly twenty minutes before he finally dragged himself out of the tangled sheets that adorned his bed, fighting to uncover his hand before accidentally smashing his alarm clock. His body felt heavier than it should, joints aching in a deep, bone-level way that his accelerated healing usually shrugged off by the time he woke up. Every muscle fiber protested when he shifted to sit up—shoulders tight, lower back throbbing, the soft skin at the base of his wrists itching like something under the surface was trying to scratch its way out. The apartment lights were too bright, the distant city noise was too sharp; every car horn and distant shout scraped across his nerves like sandpaper. A constant, thrumming pressure creeped its way behind his eyes and onto his temples, settling there and only growing more unrelenting. His skin felt tight, oversensitive, like he’d slept in a suit two sizes too small and the fabric had fused to him on a cellular level; but upon looking down at himself, his head swimming with the motion, he found he was only covered by a pair of boxers and one of Frank’s spare t-shirts.

Maybe a shower will help, you’re disgusting anyways. Peter frowned at the idea, heavy dread mixed with hot irritation souring his mood before he got up and grabbed his spidersuit, tossing it over shoulder before sluggishly walking across the hall to the bathroom and closing the door behind him.

He stood in the shower longer than usual, cold water spraying him evenly across his back and neck, forehead pressed against a cool tile while he waited for the water to wash the fog out of his head. It didn’t. The water pelting his backside felt too hot even on the coldest setting; every droplet stung against skin that had no business being this reactive. His reflection in the fogged shower mirror looked the same as always—messy brown hair, the faint shadows under his eyes that never quite went away, the light dusting of freckles just across the bridge of his nose—but something behind his eyes felt restless…Off…Hungry. It stung in a way that made his stomach twist uncomfortably and his pulse sit too high in his throat, his jaw aching sharply as he clenched his teeth. He couldn’t name it, all he knew was that standing still was making it worse.

Peter turned the water off, abandoning the idea of any real relief as the soap and water cascaded off of his body before he reached towards the bathroom door for his towel. The material felt disgusting against his skin, coarse and rough, fraying at the last of his patience as overstimulation began to take over his willpower. Not more than 5 seconds after the towel dragged over one of his oversensitive spinnerets—an embarrassingly high pitched shriek of alarm filling the bathroom before his palm smashed into his mouth—did the soaking wet superhero throw the barely used towel on the floor, instead pulling the half-worn t-shirt back over his head and stepping into the fresh pair of underwear he had brought with him. His suit lay on the bathroom counter, abandoned. Air drying would be better, he decided.

Breakfast was impossible. The thought of food made his stomach turn hard enough that he had to brace a hand on the kitchen counter, and the smell of Frank’s toast baking in the toaster made him wretch, gagging silently to himself as to not draw any attention. Breathing deeply to himself through his mouth so as to not draw in any more unwanted smells, Peter instead settled for black coffee; scalding his mouth with the boiling hot liquid, his tongue going numb. The shock to his nerves didn’t help clear the haze fogging his mind—if anything it made it worse—giving the irritated superhero even more unwanted sensory input. Even the ceramic mug felt wrong against his palms; too smooth, too solid, too heavy, too hot. The heat from the cup seeped into skin that already felt overheated from the inside, not realizing he was actively burning his hands. Setting the mug down on the metal counter of the kitchen space he and Frank shared, he sulked down the hallway and back to the bathroom where he had left his superhero suit. Groaning to himself, he shut the bathroom door again and prepared himself mentally for the expedition he had no choice but to partake in. 

He never had any issue with wearing his suit before, he practically lived in the damn thing; so why was today a problem? Why was today any different than any other day? His mind spiraled in an angry whirl of erratic thoughts, muttering under his breath while he took off his t-shirt, goosebumps erupting over his arms and chest as he stared daggers at his nylon hero uniform.

By the time he lost the war in his mind and admitted defeat; he had already started tugging on the suit. Before he even zipped it shut, Peter knew instantly that the fabric was already going to be a problem; too hot, too restrictive—too tight. The seams scraped against places that had never bothered him before; the soft insides of his elbows, the sensitive skin just above his hips, the base of his throat where the collar sat. The spinnerets at the base of his wrists grew even itchier, a low, constant awareness he was usually able to ignore on any other day. Not today; the itch was louder, electric, like the silk wanted to come out whether he called for it or not. Peter carefully brought a careful thumb to his wrist, lightly grazing the spinneret and jolting his hand back almost immediately, white hot pain searing through his fingers and up his arm, a small dribble of webbing coming out of the tiny opening. Peter recovered, breathing rapidly as he looked angrily down at his own body, glaring at his wrists as if they had personally wronged him; they had.

Once the boy finally managed to bring himself to finish suiting up, cursing and muttering bitterly the entire time he zipped himself closed, he tested his web shooters on the kitchen cabinets on his way out after his little fluke in the bathroom, only leaving the small apartment when he was satisfied with his control. He knew Frank would be pissy if he was late—and today was not the day to be testing Spider-man’s patience with attitude. Swinging up and over the port, he landed on the roof of the hideaway they shared with a loud thud as he landed, forgoing his usual spider-y delicateness. Peter grunted, landing heavier than normal, heavier than he intended anyways; The impact jarred every single one of his aching joints, sending jolts of electricity to shoot through his entire body. Frank was already waiting for him like he suspected, cocking a brow mockingly as Peter swung in; late, clumsy, and silent. 

“You’re quiet today, kid,” Frank said, checking the magazine of one of his sidearms. “Usually I can’t get you to shut up about some science bullshit or the latest “Avengers” drama.” The older man’s voice pitched up mockingly as he finger quoted the air when he said ‘Avengers’. Peter, used to the gesture and very well aware of Frank’s opinions on the group of superheroes, ignored the taunts, instead choosing to open his phone and scroll on the police tracker. 

“Didn’t sleep great.” Was all he responded with, not having the energy to say much of anything else. The dull ache in his joints grew sharper the longer he moved, his eyes squinting under the lenses of his suit as the light of the sunset glared in his eyes. Peter gave an inhale and exhale through his nose, attempting to stifle his uncomfortability as he stretched his throbbing muscles above his head, arms trembling with the effort. It didn’t work.

Frank’s eyes narrowed under the skull mask strapped to his face, watching as Peter rolled his shoulders like they hurt, the muscles shaking under the red and blue nylon before ultimately giving up and collapsing behind the boy's head. Frank noticed the way the boy kept adjusting the suit at his collar and wrists like the fabric was personally wronging him, cursing under his breath. Frank thought he was hearing things when he heard an almost inaudible “Jesus fucking Christ…” escape the boys lips below the tone of a whisper, supposed to be an inside thought.

“What’s got your panties in a twist?” The older man questioned, tone only showing a hint of actual concern, mostly covered by the usual irritation and grit.

“Nothing, Frank. I’m fine.” The words came out flat from behind Peter’s clenched teeth, clipped and already edged with irritation bubbling into straight up anger. His joints were killing him—he felt like a 60 year old man—the city was obnoxiously, irritatingly loud, his headache was only getting worse the harder he clenched his teeth. His jaws ached too, different from its usual tightness he’s used to from chronically grinding his teeth—this pain was sharp and insistent, concentrating around his canines like he’d gotten punched in the face. His suit was harsh against his skin, coarse and grating at his nerves faster than he’d like to admit. Peter Parker was not fine, but hell would freeze over before he admitted that to Frank fucking Castle. Willing all of his muscles and tendons to move, Peter waved his hand half-heartedly in the motion of ‘let’s go’, not really caring if Frank followed him or not, before swinging to the rooftops above. 

They dropped into their usual patrol routes. Peter usually feels ecstatic at the beginning of a patrol, experiencing a fresh rush of adrenaline every time an alert pinged on his phone, evening air cooling against his skin as he swung through the city with vigor. Tonight however, the spider-hero wanted nothing more than to crawl back into the safety of his bed, to close his eyes and let the night disappear. He decided he’d have to settle with making a small silk retreat later in the evening when things slowed down so he could catch a nap. 

Peter continued swinging through the city, annoyance growing with each stretch of his muscles and jostle of his body. The evening air should have felt cool against the suit; instead the spider-hero was already sweating under his mask, nylon material clinging to the back of his neck and the soft insides of his elbows uncomfortably. Every swing made the seams of his suit drag uncomfortably, feeling every single hair snag with the movements, every landing sent a fresh wave of discomfort up his spine, shooting flaming hot pain into his hips and up to his neck. His spider-sense hummed at a constant, low-grade static that refused to settle, turning ordinary street noise and car honks into sharp, overwhelming bursts of sound that pierced his ear drums and made him dizzy.

Landing on top of a light pole, he noticed Frank following close behind him until he paused underneath the younger man, flipping open a panel on his forearm, and popping up a radio frequency and map on a hologram. The radio was silent, not even a blip of static, and the map had nothing to show for itself either, sitting completely motionless . Sighing with frustration before slamming the panel shut, the older man peered up, shielding his eyes from the street light with one hand. Frank suggested they check the docks first—that was his first mistake.

“We always check the docks first,” Peter snapped, voice tight with barely contained annoyance. “I know the schedule, Frank. You don’t have to explain it to me like I’m new—I’m not a damn child.” The red and blue superhero crossed his arms, huffing as he looked away from Frank with abhorrence, irritation radiating off of the boy in waves. The older man shot him a confused look that turned into exasperated frustration, deciding to hold his retort to himself, only adjusting their direction with a short grunt, walking towards the direction of the docks. 

“Well ya sure as shit are actin’ like one…” Frank muttered to himself, intentionally keeping his voice low so as to not direct anymore of Peter’s fury onto himself. 

Peter pretended not to hear it.

A few blocks later on their way to the docks, a pair of low-level drug dealers scattered when the pair made their way through an alleyway. It took only a few swift punches before the two misfits were passed out and bleeding, hung in the middle of a half hazardously strung web in the middle of the road. Frank made one of his dry, deadpan comments about how one of the guys they’d just hung up had cried harder about losing his phone than about the broken nose, expecting Peter to laugh and give a retort back like he always does. Peter didn’t fire back with the usual quick sarcasm, though, instead just staring ahead, jaw closed tight under his mask as he muttered through clenched teeth, 

“Maybe if you spent less time making jokes and more time actually watching the alleys we wouldn’t have to keep coming back to the same blocks every other night, fighting the same criminals.” The words had landed sharper than he meant them to, his ears blind to his aggressively pissed off tone. Frank’s head turned slightly as he slowly took his white skull mask off with one hand, attaching it to the clip on his belt as he looked up at the younger hero, eyes glaring with venom, yet keeping steady control of his voice as he spoke his next words carefully.

“That so?” Frank’s voice was mild, but there was a note of genuine surprise underneath mixed with his own irritation at the attitude Peter was exhibiting. “You got a better plan, Daffodil?”

“First of all, Don’t fucking call me that, you know I hate that. Second of all, yea I do; not wasting time on the same three street corners while the actual problems wreck the city.” Peter sounded like a stuck up teenager—short, dismissive, snobby even—nothing like the spunky, rapid-fire banter Frank was used to receiving and serving back. He wasn’t quite sure how to talk to Peter like this, he wasn’t sure what was going to piss the younger man off even more, if that were even possible. 

The spider-hero prepared to swing ahead without waiting for a reply, the motion making the suit scrape uncomfortably across the oversensitive skin at his waist and neck, another involuntary twitch running through his spinnerets at the movement; a tiny, useless strand of silk leaked out before he could stop it. He flexed his wrist hard, embarrassed and irritated in equal measure, tired of dealing with his new spider DNA and the issues they brought. He shook his head, trying to clear it before he swung ahead, he just needed to keep moving. Keep moving.

Frank noticed. Of course he noticed. The kid was never this off, never this quiet, never this short, and definitely never this openly whiny without the usual grin underneath to soften it. The older man could tell something was wrong with the way Peter clenched his teeth around his words, the way he stiffened with every landing on the ground, like he was shot on impact. Something was off. Frank just couldn’t tell what.

They covered another six blocks in near silence, the only thing breaking it was the occasional curse under Peter’s breath. He adjusted his suit constantly—tugging at the collar, rolling his shoulders, shifting his weight like he couldn’t get comfortable no matter how he stood or swung in the air. The evening breeze was cool across his skin, yet sweat beaded at his temples as an uncomfortable heat started to spread across his body. Every distant siren made him flinch, the noises of traffic thrumming in his head with every inhale, seemingly getting louder with every passing moment. Every gust of wind across the rooftops felt like it was dragging nails over his skin, the nylon of his super suit sticking uncomfortably to his body. The low static of his spider-sense never let up; it just sat there, buzzing, making the whole city feel too loud and too close, a suffocating dread beginning to creep over him. His headache was getting worse, throbbing behind his eyes and spreading into his jaw and neck. When Frank suggested cutting west to check the warehouse district on their way to the docks, Peter’s reply was immediate and cutting, annoyance clear in his tone as he gave up trying to hide it. Whirling around on his heels, he crossed his arms and shifted his weight to one hip, the lenses on his mask squinting upwards.

“Or, we could not!” He starts, tone rising with a fake brightness that Frank knows is supposed to piss him off. “Since the last three times we went west, on your call by the way, we didn’t find jack or shit, and I ended up smelling like old fish for the entire night.” The younger male sneered, scrunching his nose in over-exaggerated disgust.

Frank started stalking towards Peter, giving in under his better judgment as the kid’s attitude started to settle itself under the older man’s skin, over indulging in whatever little game the kid was trying to play. “Aight, what the hell is goin’ on with you?” The older man demanded, tone stern and unyielding—unwilling to be dragged into whatever pissed in Peter’s cheerio’s this morning for another damned second on this patrol. 

“Nothing.” Peter didn’t look at him, mumbling out the response. He kept his eyes on the street below, fixated on the broken shards of discarded glass and cigarette butts as his fingers flexed and released at his sides like he was fighting the urge to tear his suit off. Frank had never noticed him having an issue with his suit before today.

“I’m fine. You’re just being overbearing, like usual.” The younger male retorted bitterly, hushed under his breath as if speaking any louder would take too much energy, or cause too much pain. The harsh words hung in the air, sharper than anything Peter usually ever aimed at him. Frank studied the boy for a long moment—the tense set of his shoulders, the way he kept shifting his weight, the restless flex of his hands, and again noticing the way his eyes were squinted shut, barely open even in the dim light of the street lamps in the city—and then simply said, “Ya, whatever.” and let it drop, but he never stopped watching; watching how Peter shifted his suit every other movement, how he rubbed at his neck and wrists uncomfortably, how his shoulders flinched as he walked and massaged at his spinnerets. He also noticed Peter had stopped swinging, choosing instead to walk a couple yards in front of him. 

He almost never walks, let alone with me. What the actual fuck is goin’ on with this kid? 

By the time the call came in, they were only 5 short minutes away from the docks. Something big, something that had already taken out two blocks and was moving fast, and it was destroying everything in its path. Peter felt like his skin was trying to crawl off his bones, his spider-sense had been a constant low-grade static all day, but now it spiked hard enough to make his vision almost white out for a second—needles stabbing in every nerve ending as the city noise hummed together in a constant, ear piercing ringing. The discomfort that had been simmering under everything all day had roared up into something closer to a panic; his suit was too tight, the air was too thick, his own pulse was too loud in his ears, the ache in his bones was too overbearing. For the first time in his life, he wished he didn’t have the responsibility of a superhero, just for once so he could ignore all of his problems and just go home.

He didn’t say any of that out loud, instead following Frank toward the waterfront; jaw locked and body aching as he tried to pretend the wrongness crawling under his skin was something he could ignore. The pressure across his temples was overwhelming, a nauseating feeling creeping into his stomach until it was crashing over him like a wave. He didn’t slow his pace, just clenched his fingers in his hand tightly enough he was sure his fingernails drew blood, and followed along.

They arrived just after dusk, the city still bleeding orange and violet across the broken skyline of the industrial waterfront. What had once been a stretch of warehouses and shipping yards was now nothing but a smoking wound—burning oil ruining the air and filling the area with acrid smoke. Three blocks of concrete and steel had been deconstructed and reduced to jagged rubble; streetlights hung at impossible angles, some flickering before sparking out, a half-collapsed overpass dripped water and rebar into the crater below, fires burned in the shells of two abandoned delivery trucks on the side of the road with the rest of the New York City traffic. The air tasted of ozone, scorched metal, and something thicker—biologically wrong.

When the dust was cleared for the pair by a gust of wind, they finally locked onto the creature that was described in the police report. The thing standing in the middle of the disaster was easily twenty feet tall, even bigger than The Hulk—It looked like someone had taken a human silhouette and stretched it over a frame of armor plating and exposed muscle; Its skin was mottled, dark gray-green, ridged like a beetle shell across its shoulders and spine. One arm ended in a massive three-fingered claw, easily big enough to pick up an SUV, the other was a fused mass of bone and metal that looked like it had been forged from the scrap of its own destruction. The creature's head was all but featureless except for a vertical slash of a mouth and two clusters of glossy black eyes that reflected the fires of the destroyed city block like wet stones. When it moved, the ground trembled underneath Peter’s feet, the feeling shooting straight up his heels and making him dizzy—his spider sense was going to end up screwing him over soon if he didn't get ahold of himself. He swung up to get a better view of their vantage point, scanning the area violently through the thick smoke emitting in plumes above the wreckage. Just then the creature breathed, the sound a wet, mechanical roar.

Peter landed on a half-standing warehouse roof about twenty yards away, boots skidding on loose gravel, catching himself before losing his balance. His spider-sense spiking so hard he lost his breath, straining for just a moment before he caught it again. He staggered, steadying himself before he felt the familiar itch of his spinnerets flaring under the suit followed by the warmth of them oozing freely without his permission. He ignored them, choosing instead to crouch low to the roof he was perched on as he watched the monster wreak more havoc below. He saw Frank drop into cover behind a toppled shipping container a beat later, rolling on the ground between sheets of metal to avoid being seen. Already racking the M60, he hissed between the belt of ammo in his teeth into his ear comm, “That’s not a street-level problem, kid.”

“No shit,” Peter muttered, his voice coming out shorter than usual, sounding more like Frank than himself in all honesty. His suit was still damn hot, too sticky, every seam scraping his skin down to his nerves and driving him insane, the throbbing behind his eyes only growing more insistent. He rolled his shoulders and forced the fog in his head to stay back, trying desperately to focus and come up with a plan. There were still a few street lamps intact he could use to swing off of, as well as a couple buildings that hadn’t fallen completely; he just needed an opening. 

Eventually, the monster had bumbled around long enough that it seemed to have gotten bored, turning around from the wreckage in search of somewhere that hadn’t been destroyed yet. All it took was one moment of eye contact between the pair of vigilantes before they were moving. They went in together the way they always did—Peter high and fast, swinging around with incredible precision and flexibility while netting the creature in his webs. Frank was low and loud, army rolling between rubble and destroyed shipping containers between firing shot after heavy shot at the villain, landing every single one with impressive aim while dodging Spider-Man with every blow.

They didn’t know it yet, but those first 45 seconds was the closest they came the entire fight to winning. 

Peter swung in on a double line of webbing, aiming for the cluster of eyes on the creature's face. The villain’s claw came up faster than anything that size should've been able to move, catching webs mid-air and yanking with little effort. The minute motion, however small, sent Peter slamming into the side of a concrete barrier hard enough that the impact cracked the structure, driving the air from his lungs in a single wet cough. He felt ribs crack, pain searing through his chest as blood filled his mouth. He rolled, barely avoiding the follow-up stomp that pulverized the barrier he had just collided with into dust, before shooting another web line at its face—only to watch the webbing dissolve against the creature’s sticky acid-like skin barrier.

Frank opened up with the M60 from his cover behind a shipping container nearby, the heavy rounds sparking and ricocheting off the monster's armored plating; only a few punching through to the tissue at the soft spots near the joints. The villain roared—a sound that rattled windows three blocks away and shattered any remaining glass that was in the direct vicinity —and charged. Frank dove sideways only a second before a massive fist turned the shipping container into scrap metal, crushing it with ease and throwing it aside. He came up firing again, walking the rounds up the creature’s torso, but it barely slowed, the thick plating of skin and shell too thick for the bullets to penetrate.

Peter launched himself back into the fight, shrieking high and angrily, webs wrapping the villain’s legs in a desperate attempt to trip it. For a moment he thought it had worked—the giant staggered, one knee slamming into the asphalt hard enough to crater it and shake the rumble beneath them. Peter used the opening to climb up the monster's body, sticking to the ridged back plating with his barbed hands and feet, until he finally crawled and found a soft spot. He drove both fists into the base of the  giant's skull where the armor looked thinner, giving way to a tiny area of soft skin. The impact sent a shockwave up his arms, shooting straight into his shoulder, the pain searing his nerves. Something wet and dark sprayed across his mask, clouding one of his lenses. The villain bellowed and reached behind itself, finding the spider hero perched on his back. Before he could shoot a web and swing away, he felt his spinnerets throb in agony as he attempted the line of web—his web-shooters shooting off of his body with the action. Peter panicked as he felt massive fingers closing around his torso like he was a rag doll, picking him up and bringing him to its face. 

Peter felt the hand around him squeeze.

He could feel his vertebrae compress, cracking. His vision tunneled, breathing quickly becoming impossible as the pressure around his waist grew even tighter. He felt like his eyes were squeezing out of his skull—one of his hips was definitely broken—, he wasn’t going to make it out of this if he didn’t do something soon. Mustering the rest of his strength , Peter drove his thumbs into the nearest cluster of eyes on the monster’s face and felt them rupture under the pressure, fingers warm with the fresh blood coating them. The creature screamed, loud and high-pitched, before flinging the superhero with so much force Peter looked like he was flying. He hit the side of a half-collapsed warehouse, punching through corrugated metal beams like they were made of paper; through an interior wall, then a second, until finally slamming into a support beam and dropping to the debris-strewn floor in a shower of rust and concrete pieces, the beam he dented beginning to creak violently behind him.

He lay there for three full, agonizing seconds, lungs refusing to work as he gasped helplessly for air. His spider-sense was screaming in every direction at once, the ringing in his ears bleeding into the muffled sounds of the battleground. Blood ran warm down his side from a deep gash that had opened across his ribs, currents of violent electricity discharging up his chest with every fragmented inhale. His superhuman healing abilities were already attempting to close the wounds, however Peter noticed that the laceration wasn’t closing as fast as his injuries typically do. Everything hurt in a way that felt personal.

Peter’s breath stilled when he noticed the M60 outside had gone silent amongst the chaos.

Peter forced himself up onto shaking arms, his body screaming with every movement, coughing harshly, he peered through the hole his body had made through the warehouse wall, finding Frank on the ground twenty yards away. His heavy gun was kicked out of reach, the villain’s clawed hand raising above its head for a killing blow. Frank was still moving—rolling, reaching for a sidearm—but he was too slow, he wasn’t going to make it-

Peter’s body moved before the thought finished forming, adrenaline coursing through his veins and clouding any sense of pain. He shot a web line, yanking himself forward with speed he wasn’t quite prepared for, hitting the villain’s wrist with both feet at full velocity as he heard the metal support beam he had crashed into crumble behind him, the building following on top. The impact of his kick forced the monster’s claw wide, allowing Frank to scramble away and snatch his M60 into his hands, open firing at point-blank range into the exposed claw joint. Flesh and shell exploded—dark, sludgy liquid spewing from the cavities the bullets left behind. The villain staggered back with three heavy steps, black fluid pouring in streams from the ruined limb.

It wasn’t down for more than two seconds.

A sweeping backhand from the monster's uninjured arm caught Frank across the chest, sending the older man flying into the side of a burning truck, the metal crumpling under the impact as the older man bounced with the force, landing on the ground harshly. Frank didn’t move, and Peter felt his heart stop; vision darkening—mind going numb with panicked rage—blackness swirled in his eyes before settling, enveloping the brown colour of his irises.

He leapt at the creature with every bit of strength he had left—webs, fists, and every fiber burning with the full force of his enhanced strength. Crawling on his hands and feet, the contact second-nature as his appendages stuck like glue, Spider-Man drove his fists into the same soft spot at the base of the skull until his knuckles split, tearing his suit at the joints of his fingers. He wrapped its remaining good arm in layer after layer of webbing, streaks of white spewing from his wrists alarmingly fast. He heaved with every ounce of power left in his broken body—and for a handful of seconds he actually held his grip, scrabbling with his feet to remain in control. It only took one small, minute motion; the villain strained, flexing its shoulders, the muscles bulging under the scales of its shell. Roaring against its restraints, the webbing holding it in place began to smoke and dissolve, holes burning and loosening the boy’s already strained hold on the giant in his grip.

Peter felt the moment the fight tipped.

A giant, hideously long claw closed around his throat with speed even his spider-sense was unable to warn him about, lifting him off of the villain’s back and above its head.

The pressure was immediate and suffocating, his feet kicking uselessly in the open space below him. He scrabbled at the massive fingers around his neck, desperately attempting to web the giant's eyes—If he could blind him for even a second, he could twist free and escape. The grip only tightened with Peter’s struggling, spots exploding across his vision as his consciousness began to slip away from him. His spider-sense became a single continuous shriek, piercing his skull, drowning out the noises of destruction around him. His own heartbeat pounded in his ears, the edges of the world blurring together, vision crossing until darkness consumed him. His arms fell limp to his sides, eyes rolling back just slightly before fluttering shut, head falling limp to the side. His limp body was tossed aside, sending him hurdling face-first into a NYC city bus, long abandoned in the wreckage of this villain's rampage. 

The last thing Peter could register before his consciousness was completely stolen from him—disjointed sounds blurring together, eyes useless and spider-sense too overspent to be helpful—was the distant, desperate roar of Frank’s M60 starting up again, and then the ground shaking violently as something enormous collapsed.

Frank’s ears were still ringing when he hauled himself up from his place on the rubble. Blood oozed from a gash above his eyebrow into one of his eyes, warm and sticky, blurring half the world into a red haze. His left shoulder felt wrong—dislocated or worse, the joint grinding every time he shifted the weight of his ammo bag. None of that mattered, not now—none of it even registered as important—all of his attention strained to finding Peter, listening for even the slightest noise of the spider-hero’s ragged breathing or the sound of debris shifting where he moved. 

He couldn’t hear anything, which meant that Peter wasn’t moving.

The silence where the kid’s voice should have filled the air was deafening. It usually cut through the loud distant sirens of police cars, louder than the crackle of fires still eating through the wreckage of the waterfront as it began to make the telephone poles spark. Where was he..?! Frank’s heart slammed against his ribs hard enough to hurt as he picked himself up, staggering forward. His boots slipped on broken concrete and slick patches of the villain’s black blood, a fresh spike of pain twinging up his spine and through to his shoulder. He ignored it, his pace quickening as adrenaline began to course through his veins, numbing out his pain and honing in on his one single goal.

“Peter!” The name tore out of his throat, raw and cracked with smoke. “Kid!—talk to me!”

Silence.

Frank desperately scanned the area of the wreckage, frantic gaze settling about 20 yards away, following a line of displaced debris. The bus was a crumpled ruin, its side caved in as if something massive had stepped on it like an empty soda can; glass glittered across the asphalt in a wide fan, pieces of metal framing jutting out in sharp, broken fragments. Gasoline poured out of the exposed underside of the bus, mixing with other important liquids spewing out of various holes in the framework of the destroyed vehicle. Frank started to run, moving about 20 feet before a shooting pain jolted up his leg and into his spine. Running and limping, his vision tunneled on the jagged hole punched through the metal, darkness enveloping the entrance save for a small flicker every now and then from a broken light fixture. When he finally reached the bus, he scrabbled over the twisted frame, the sound of the metal bending under the weight of his hands that braced for support. His boots crunched on shattered glass from the broken windows when he landed, dropping into the interior of the wreckage with a loud thud. His eyes needed time to adjust to the minimal lighting, the blood clouding his vision not making it any easier. Eye squinting and blinking rapidly, his glance finally landed on a pitiful pile of red and blue.

There!

Peter lay crumpled in the dented floor well he created, suit shredded into frayed ribbons of nylon slowly staining with red. Fresh blood covered the smaller body—bright, wet crimson oozing over older already half-clotted wounds that mapped the battle across Peter’s ribs, throat, and thighs. One arm was twisted at an angle that made Frank’s stomach turn, bending at the elbow unnaturally. His bleeding chest rose and fell in shallow, rapid hitches through his mouth. He was alive—barely.

“Jesus Christ! Fuck, Peter-” Frank dropped to his knees, his weight hitting the ground with enough force that the bus around then groaned with resistance. He reached for Peter’s spider mask with hands shaking from adrenaline, only to halt the second his fingers brushed the fabric along the kids neck. Peter’s hand shot up with a startling, desperate grip that locked around his wrist hard enough to bruise bone, his hand shaking with the effort, arms tensing as panic-driven strength coursed through the boy in unconscious self preservation.

“Hey hey! Easy! It’s me! It’s just Frank.” His voice cracked, arm unmoving so as to not startle the boy into accidentally breaking his wrist. He leaned closer instead, slowly trying to get into the kid’s limited field of vision through the mask's lenses.

“It’s me.. Just Frank. The mask’s gotta come off kid, you can’t breathe wearin’ that thing. I can hear you chokin’ on your own blood.” He spoke slowly, keeping his voice low but urgent. He doesn’t have much time left…

“Let go of my hand, Pete. Let me help you.”

The grip didn’t loosen, Peter’s fingers only digging in harder, nails tearing through the fabric of Frank’s sleeve. A low, almost animalistic sound of fear rattled in the younger man’s chest and out, staying low in the back of his throat. His body tried to curl away from what he perceived as a threat, even while his grip held onto Frank bruisingly tight, afraid of letting go of what his subconscious knew as safe. Frank kept talking, voice quiet and steady even while every bone in his body screamed at him to just rip the mask off, the need to make sure Peter was still breathing was suffocating.

“Peter—Hey!—look at me, You're safe, okay? You’re safe.” He took the hand that wasn’t being suffocated of its blood supply and grabbed the smaller wrist that was hanging from his own.

“We’re done, You’re done. The big bastard’s done, I put him down-“ He was interrupted by a street lamp crashing outside, the loud sound startling Peter. His grip tightened and he hissed, air seething weakly in the back of his throat. Frank winced, but continued through grit teeth,

”You’re okay, I’ve got you—M’not goin’ anywhere, just breathe with me. In and out, that’s it. M’right here, you’re okay.” Recognition flickered, one of the lenses of Peter's mask stretching—slow and strained. The crushing grip on Frank’s wrist loosened gradually until Peter’s hand fell away with a pathetic, limp thump against the metal floor. A broken sound left his mouth, high-pitched and fragmented as his chest began to rise and fall in rapid bursts, breath ragged with the effort. Frank began taking the mask off carefully, fingers gently finding the torn edges at the base of Peter’s neck and slowly guiding it up his face, being mindful of his blackened eye and hair matted with his own blood and dirt. The picture that was revealed underneath the frayed fabric made Frank’s chest clench with pity so fiercely he had trouble drawing in his next startled breath. 

Peter’s lips were split and swollen, a deep gash cutting through the lower one and bleeding steadily into his mouth, mixing with the blood he had been coughing out. One cheek was scraped; pink, raw skin catching in the flicker of the broken bus lights. His eyes were glassy; unfocused as his eyes sclera rimmed with a thin, unnatural ring of black that pulsed with every shallow breath, threatening to devour his brown irises. His cheeks burned fever-bright under the dirt and blood that varnished his body, the color disproportionate to the actual fight they had endured.

“F-Frank—” Peter coughed, blood spewing out of his mouth in small droplets as he tried to speak, his voice hoarse and aching as he tried to lift his head to meet Frank’s gaze, but a dizzying wave of nausea and fever coursed through his nervous system, his head slamming back onto the dented floor of the bus with a pained laugh that gritted out in between clenched teeth,

“Son of a bitch—Some-Something’s…fuck—something’s wrong–” A coughing fit interupted his words, droplets of blood spattering out of his mouth and settling to dribble down his chin. His eyes squeezed shut, mustering the effort to try and talk again, “It’s too loud, e-everything’s too loud. I-I can’t—I can’t breathe, my skin’s on fire—fuck–”

“I’ve got you, I've got you, kid.” The older man hushed, hands moving automatically. He quickly checked Peter’s body to locate the worst source of bleeding, tearing a long piece of his undershirt and pressing it across the gruesomely gouged flesh across Peter’s ribs. His blood soaked through the fabric almost instantly, the black colour turning darker, glossy as it was unable to absorb anything more. “We’re getting out of here, you’re gonna be fine—Just stay awake kid, stay with me.”

Peter’s breath hitched, painfully dragging at his wounded ribs and seething out with an irritated snarl. His concussion was settling, Frank’s face blurry and words hazy as confusion started to weave its way into his senses, yet the grimace clouding his expression never faltered. His free hand clawed weakly at Frank’s jacket, bloody fingerprints dragging down in his wake as the last spikes of energy quickly began to leave his body. 

“D-Don’t you dare leave,” he gritted out, voice thick with resentment, blood pouring out of his mouth in streams, his words coming out wet and thick between his heaving breaths.

“Frank, fucking christ—s-something’s happening, I-I don’t—Nggh—it hurts, it’s wrong; Something happened—during the fight I–” He cut himself off with another wet cough, glaring up with bitter irritation through eyes half-lidded with concussion fog and pain like his suffering was Frank’s fault. 

“I’m not leavin’, not for a second.” Frank slid one arm carefully under Peter’s shoulders, wincing only for a moment when the younger man cried out, his arms weakly attempting to shove the older man away.

“I-if you even t-think about trying the bridal carry on me, I w-will personally web-sling y-your ass over the Brooklyn fucking Bridge.” The brunette hissed, eyes burning with a hazy kind of hatred that Frank almost found endearing. Peter brought one of his hands up to Frank’s shoulder, motioning as if to help him stand,

“J-Just get me up, I can walk—I’ve walked off w-worse than this before–”

Frank ignored the protest, sliding his other arm under the boy’s knees and lifting, muscles straining with their overuse. Peter went rigid for a heartbeat, momentarily debating with himself whether or not to start fighting the older man’s hold before his better judgement won the war in his mind. 

“This is humiliating. I’m perfectly capable of walking myself back.” Peter muttered against Frank’s shoulder—low and biting—before his body finally succumbed to its exhaustion, head dropping heavily against the older man’s muscles. A fresh swell of blood soaked through Frank’s shirt immediately, hot and sticky from the gash on the boy’s ribs. Peter’s body was burning against him—fever-hot and sticky with sweat and dirt. If Peter was just a normal civilian, he’d assume the heat was a result of infection settling into the wounds, or shock from the events that had foreplayed, but this was Peter Parker, this was Spiderman. Spiderman should’ve recovered from these injuries at least a little at this point, his wounds should’ve begun to heal themselves by now. Why wasn’t he recovering? Why was he so hurt? What the fuck is going on?

Frank’s mind narrowed to a single, frantic loop as Peter’s breathing continued to grow more shallow and ragged.

Get home.

Get home.

Get home.

Don’t let him die in your arms on the side of a ruined street.

He climbed out of the bus with Peter clutched tight against his chest, every step jarring his dislocated shoulder and sending waves fresh agony. The police sirens were growing closer now, helicopters thrumming overhead as their obnoxious lights searched the ruined streets. They needed to leave, they needed to leave now. Frank kept his eyes on the path through the rubble, murmuring steady, broken reassurances against Peter’s blood-matted hair the entire way, stopping every couple hundred feet to make sure the boy was still breathing.

“Stay with me, just a little longer—we’re almost there. I’ve got you—you’re safe—I’ve got you.”

Peter’s only responses consisted of high strung curses and sour complaints, his ability to breath becoming more laborious as his words morphed into chest rattling coughs that were followed by pained, choked moans. The sounds of irritation were quickly changing something closer to anxiety as the pain only grew more intense. Frank’s hand kept his head pressed tightly to his neck, his steady hold the only thing keeping the smaller man in his arms.

– – – – – – – – –

Metal met metal with a cloud clang, disrupting the peaceful quietness of the safehouse as an army boot punted the door open, echos reverberating through the silence. Carrying Peter as carefully as he could with his own injuries limiting his movement, he limped his way into the living room and set the boy down on the couch with heavy attention to not jostle him. Even with his caution, Peter gave a punched-out shout of agony, body jolting to sit up straight as his arms wrapped around his midsection like he could hold himself together through sheer spite. Wounds that had been freely bleeding on their walk here had finally started to seal at the edges, but the process was uneven; patchy and sluggish. Dried blood cracked and flaked across both of them in dark, rust-colored patches, interlacing with dirt and sweat. Fresh wet streaks still seeped from the deeper gashes along Peter’s ribs and the long slice on his left thigh, oozing slowly along his body. Frank’s own cuts had mostly stopped bleeding, clots forming scabs that mixed with debris and dust. Peter’s were slower, the edges of skin attempting to knit together, leaving the boy’s skin shiny and oversensitive as his body grew new tissue.

“I’m fine,” the younger boy muttered automatically, voice rough with the effort of keeping his tone even. “Just… g-give me a second. It’s not that bad I—nngh shit—I-I’ve had worse..” 

Frank didn’t respond, knowing he’d just get bitched at if he tried, just shaking his head with a displeased frown. Instead, locating his half-hazard first aid kit on top of the refrigerator in the kitchen, Frank opened the rusted box and found the supplies he needed before dropping to one knee beside the couch, working with the practiced efficiency of someone who had patched up too many people in too many bad situations. Suit pieces came off carefully—nylon being cut away in careful strips along the spiderman’s body where it had fused together with drying blood. Every glide of the scissors made the boy flinch, and every tug of his suit coming off of his skin made Peter twitch and hiss.

“W-Watch it, man! Fucking christ—I can feel t-that, y’know! Ah shit! A warning woulda’ been nice!” The irritation and anger that laced his tone was beginning to morph into something else; something higher and startled as his senses were overwhelmed. When Frank had finally managed to remove the supersuit, he was finally able to really see all of Peter’s injuries; Cuts and bruises littered his body, some worse than others, but nonetheless painful—blood stuck in his hair like glue, dripping down into one of his eyes and staining what white remained with red, his right eye was swollen and purple. 

He’d clean the blood off first, Frank decided to himself.

Dipping the soft cloth into the warm water he had collected in a bucket, he began meticulously wiping slow passes over the kid’s body; The insides of his arms, his stomach, his chest—everywhere Frank could see that was stained red. The cloth came away darker red every time he moved to a new segment of injuries. Frank rinsed, wringing it out while he watched the water become more pigmented with blood, and returned to the seemingly never-ending task of cleaning blood away. 

The water should have been soothing to Peter, softening the worst of his ailments as the warmth of the soapy water removed the evidence of the battle. Instead, every stroke against the boy’s already hypersensitive nerves made them fire too brightly, too hot. His breath hitched, seething in agony; the drag of the soft cotton against him felt like sandpaper, the barely-warm water burning his skin as though it was boiling. He squirmed, desperately trying to escape the tortuous sensitivity of his own body, only crying out when the movement shot firing hot across his nervous system like a lightning bolt. His words were edged with annoyance, jaw locked tight with resentment, he seethed through clenched teeth, 

“T-Too much,” Peter managed, voice thin and fraying as any hopes for coherency escaped his brain, “F-Frank—shit!—Ease up, it’s t-too much. It hurts—Ngghh!—”

“I know, I know. M’ almost done with the worst of it.” Frank’s voice stayed hushed, low with concentration as he moved onto Peter’s face. Dried blood cracked in the expression lines of the kid’s grimace, softening when the warmth of the wet rag touched the surface while the remainder flaked off and settled on the towel beneath Peter’s body. Protective hands moved the towel lower, pressing firmly on Peter’s split lip and watching as bright red took over white. Rinsing and wringing the towel once more, the older man brought the cloth to where the gash on his head had poured down the back of his neck. Carefully lifting the kid’s head with a gentle hand, he brought the warm rag to Peter’s hairline on his neck to collect the dried blood in his hair. Even Frank’s gentlest strokes sent fresh sparks of overstimulation racing under Peter’s skin like fire, overwhelmed tears starting to brim at the edges of his eyelids.

Just as the older man began to pull away to rinse the bloody cotton, his fingers grazed what felt like a small, round metal object; cracked and barely attached by a single entry point. Tossing the cloth aside, he brought the kid’s head to his chest, pulling his hair back to get a better view of the mysterious object Frank had found. His eyes widened as he finally had view of what was between his fingers,

The inhibitor.

It was shattered almost beyond recognition, the casing crushed into several pieces that were already missing, the indicator light was cracked; its usual green emittance was lost and dark. Frank stilled, mind reeling as he panicked on what to do, how to tell the explosive boy in his arms.

Peter felt as if the whole room started spinning and then went completely still all at once; the inhibitor's last secure attachment falling away weakly as it all but disintegrated. A full-body tremor ripped through him hard enough to make the springs of the couch creak with the movement, heat pouring over him in an abrupt, overwhelming wave. It was worse than his injuries, worse than the dull aches and pains he was feeling this morning, worse than the spider-sense overload that had been screaming into his ears all day; His skin felt too tight, too close, spinnerets throbbing in time with his rapid heartbeat. The small holes leaked thin, involuntary strands of silk that clung to the insides of his wrists, hot, swollen and only growing more painful as more silk oozed out without his permission. Peter began to panic, his concussion fog beginning to morph into something worse; his mind growing hazy with something else, something unrelated to his injuries or pain—his lacerations already 50% closed and the bruises beneath his skin beginning to fade.

He could feel his body beginning to change—something wet and sticky gathering between his legs. It smelt like him and something else, something sweeter, something hotter. A low, deep ache settled somewhere between his thighs and stomach, the scent glands on his throat beginning to swell with every wave of heat that pelted the spider, even the slightest brush of Frank’s shirt making his breath stutter.

His body was morphing in ways he had never experienced before.

As new pathways began lightning up under his skin, his muscles tightened and loosened in unfamiliar patterns. A deep, almost instinctive hollowness bloomed in his lower belly, nagging at his senses with a stringent urgency. The black ring around his sclera pulsed outward harshly, meeting his dilated pupils until there was almost no white left. Peter’s jaw began to ache terribly; sharp, white hot pain blinded him behind his eyes as small, sharp canine fangs began to push his previous human teeth out, blood oozing from his gums and mixing with a small strand of saliva as it dripped down his chin. 

A thick, syrupy fog began to cloud the edges of Peter’s consciousness—spider-brain taking control with a slow, relentless pressure; everything turning hazy and distant, with an underlying need for closeness, for security, for warmth.

“F-Frank—” Peter’s voice cracked. “What-what the hell is happening to m-me? I-I—Nggh shit—I don’t f-feel good, I feel w-worse.”

Frank’s face grimaced under dirt and sweat, expression darkening into a knowing frown, “Inhibitor’s done, kid. Thing got destroyed in the fight.”

Peter’s eyes widened further in panic at Frank’s words, blackness swallowing more and more of the whiteness of his sclera by the second. He tentatively reached a shaky hand behind his neck, anxiety spreading throughout his nerves when he realized Frank was right, the only evidence that there was ever an inhibitor there being two pinprick sized dots on his skin where the device used to be connected, a tiny ache the only proof of its existence. A short, disbelieving laugh escaped him—humorless and sour.

“No.. No, no, no!—Frank—I can’t-I can’t do this, it’s-it’s not supposed to—Ahhng!—”

Peter was interrupted as another full-body shudder shook through him, his back arching off the couch as pain mixed with the strange sensations swirling in his nerves, Wetness slicked the insides of his thighs, warm and sticky as strings of the wetness started to bead together. His wrists flexed uncontrollably, spinnerets throbbing as a thin strand of webbing shot out of the small hole, sticking to the couch cushion in a clean line before he could stop it. A sound of pure humiliation crawled out of his throat, his expression mortified as he attempted to curl in on himself; to make himself look smaller. The movement only worsened his oversensitivity.

Frank kept working diligently, quickening his pace to lessen the kid’s discomfort. He worked down the body in front of him, wiping the dried blood from Peter’s thighs and over the soft creases of his hips, movements carefully clinical as the boy’s body trembled beneath the older man. He began to tape a clean bandage over the deepest of Peter’s wounds on his side, moving then to place another one on the slice on the inside of his thigh. Every brush of the gauze had his skin ablaze, the press of the medical tape burning through his bones and deepening the pit growing inside his abdomen. Fresh sparks of overstimulation raced up the kid’s spine; Peter bit his lip hard, reopening the split with his newly sharpened canine teeth, blood beading at the intrusion and slipping into his mouth, copper washing over his taste buds. Peter tried with every ounce of energy he could muster to contain the noises that threatened to slip from his lips, desperately attempting to still his spasming muscles as Frank brushed too close to the wetness that spread between his legs. Even with his eyes glazing over with exhausted lust and his mind hazy with a dense fog, he used every bit of self control he had left to control himself. Frank did what he could on the couch to clean off the smaller man beneath him, deciding to call it quits so as to let Peter rest from the onslaught Frank had put him through.

Peter didn’t know what he needed, apparently. He’d thought he needed less stimulation; less touch, less noise, less of the onslaught of overwhelming sensory input from every source. But when Frank removed his hands, wringing the towel for the final time before slouching it over the bucket's edge and standing on shaky legs, a high-strung wail ripped out of the younger male's throat; breath hitching into a frantic sob as tears began to overflow over his eyelids, staining his cheeks.

“N-no! Frank-Frank please—Shit!—You can’t-don’t leave, I don’t-I don’t kn-know what to do–” The words came out frantic and broken around ragged breaths as his hands reached out, grabbing onto the edge of Frank’s shirt and tightening so fiercely his knuckles whitened.

“Okay! Okay, Peter. I won’t leave. It’s alright, I’m stayin’-I’m stayin’.” Frank set the bucket back on the ground—red water sloshing for a moment before settling—kneeling next to the couch once more, he situated himself so he could sit properly and not break his old knees. The only noises he could hear was his own breathing and Peter’s desperate attempts to quell his mewls of discomfort as he shifted uncomfortably on the couch.

They sat there for about an hour, the heat in Peter building until it crashed relentlessly, wave after wave of malaise and fever burning through his system.

Peter’s desperate attempts to keep his noises under control were futile, hands clenching the towel underneath him and the lounging blanket strewn over the backside of the couch. He turned his face into the back cushion sharply, trying to breathe through the worst of the spikes as they pummeled him. He refused to ask the older man sitting awkwardly beside him for help, mortified at the idea of even thinking about it. He doesn’t even know what he would ask for, his mind undecided as unfamiliar sensations wrecked his mind and tormented his body. All Peter gets to comprehend is the way his body is aching with the need for something, his spinnerets twitching out involuntary strings of webbing that stuck to the couch, attaching to his thighs in uneven strands. The fog quickly enveloping his mind was thick, syrupy as it continued to flood, turning his last coherent thoughts into something slippery and hard to hold onto. Anger and fear began to tangle together, dancing in his brain until he couldn't tell where one ended and the other began; everything was too much—too loud, too bright, too hot, too empty. His spider DNA was taking over everything, he could feel himself slipping further away to make room for the carnage plotting to escape.

He could hear Frank’s heartbeat next to him; the slow heavy drum in his ears louder than it had any right to be, making Peter’s aching scent glands vibrate with oversensitivity. He could hear the soft rasp of Frank’s breathing, the quiet distant ticking of an old wall clock in the kitchen, the floorboards creaking under the shifting weight of Frank’s knee, the sound of his own thighs squelching together; it was driving Peter insane. The sound of the older man’s pulse made his stomach ache inside of him with a twisting sort of emptiness, shaking with the effort to stay silent and composed.

Something was blooming within Peter wickedly, an instinctual craving for the older man he’d never felt for anyone before this moment; the saltiness of his skin, the copper edges of blood still streaking down his throat, the low, gravelly tone of his voice. Peter’s mouth began to water against his will, gums aching with the need to clench down on something, to bite, he wanted to press his nose into the curve of Frank’s neck and disappear there until the fogged terror edging in his brain stopped.

The thoughts had Peter’s mind halting in one last effort of coherency; This had happened once before, he realized. A few months ago, when his new spider DNA had originally begun to act up and the changes started and the original design of his inhibitor had failed, he recalled having symptoms similar to what he was experiencing now. He’d woken up in a puddle of sweat, overheated and irritable. His body had been a little more sore than usual, but the biggest thing he had noticed then was his undeniable need to fuck. Back then, all he had to do was rub a few orgasms out and he was good to go… What he was enduring now felt like that day x100, It was so much more intense now, every nerve ending raw and leaving Peter feeling unbearably empty.

He refused to beg, mortified at the mere idea of the older man even seeing him like this; face scarlet as tears stained his cheeks, things rubbing together uncomfortably as the wetness between them spread, spinnerets spasming uncomfortably as they were overloaded with signals from his overextended nerves. Soft, broken sounds escaped his throat—hoarse with oversensitivity evident in the punched-out noises that rolled out in time with each wave of torturous heat that coursed through his veins.

He tried to speak after the peak of the last wave, only managing to crack out a broken, barely audible, “Frank—“ before the rest of his brief coherency dissolved into a shaky exhale, hips shifting restlessly against the cushions, unable to stop as he began to lose control of his muscles. A strand of webbing shot out from his left spinneret with unpracticed precision, sticking with a squelch as the thick string found purchase on the wrist that was supporting Frank on the edge of the couch. Peter stared, horrified and delirious as he tried to yank it back, the silk only stretching longer.

“Ignore—Nnggh shit—Ignore that, Just i-ignore it—Hmng!—I-I’m fine, everything's fine.”

Frank’s voice stayed low, barely glancing at the string that attached them together by their wrists, “Yea, and I’m the goddamn toothfairy. Tell me what t’do kid, whadya’ need?”

Peter’s head shook frantically back and forth, sharp and desperate as his eyes glassed over with the effort of forming words, blackness encroaching on more of his brown eyes. The edges of the room grew sharp and distant, the fog in his brain honing in on the burning core of his being. He tried to ignore it, tried to show Frank that he was okay, knowing as every fiber in his body screamed at him in agony that he was most certainly not okay.

“I-I can—I can ride it out, I just need a minu—Fuck!—I j-just need some time to-to—Nngghh! Shit!—God, don’t fucking l-look at me like th-that, I-I—” Peter wasn’t given any more time, another wave washing over him more violently than the last. His back arched from the bed, his superhuman flexibility only making his the muscles flex harder as an involuntary noise tore from his throat, high and wrecked as fat tears fell over his eyelids. Shaking hands flew to the scent glands on his neck, hopelessly attempting to contain the painful swelling by force. The glands pulsed under his palms, radiating heat that felt like molten lava under his hands and spread down his neck and to his chest, trickling lower and lower until it started to collect in the emptiness at his core. Wet tears poured from his eyes in heavy streams, crying with overstimulation and frustration as his body wriggled and shifted, trying to escape itself; everything was too much, too sharp, too electric, too deep, not enough.

His fear started to mix with an overwhelming pleasure that wormed its way into his gut, settling deep into his bones until he was left shaking, overloaded and agitated. He pressed his mouth closed tightly, praying for his body to obey him for once as he desperately attempted to contain the noises that wanted to escape from deep within his subconsciousness. He wouldn’t ask for Frank’s help, he’d die before he stooped that low, before he begged.

Frank stared patiently, waiting as he kept one steady hand on Peter’s ankle—grounding, not demanding—as he let the younger man ride the current coursing through him as long as he could bear it himself. The older man’s face wrinkled, catching the faintest whiff of something almost sweet as the boy underneath his firm grasp writhed. Frank decided to ignore it.

The minutes stretched further, seemingly forever, as Peter’s breathing started growing battered torn, unceasing as they built into something more frenzied. The brown of his eyes fully engulfed as the inky blackness of the spider DNA consumed his mind. The fangs that had begun to press their way into Peter’s gums had fully emerged, razor sharp and dripping with the boy’s bloody saliva as they throbbed with every rapid beat of Peter’s heart. His spinnerets began to throb in unison; sticky, involuntary webs slinging out across his stomach and thighs as he gripped the couch cushions next to him, stinging with each thread of web fluid that was strung out. 

The next rush of hormones caused something inside Peter to crack.

His scent started pouring out through the glands on his wrists and neck in sickening waves—sweet, sharp and desperate as it filled the small apartment—his hips made small, distraught circling thrusts against nothing. Broken moans that turned into whimpers escaping his throat every few seconds, the fever growing hotter under his skin, driving him crazy. Frank’s heartbeat rang in his ears, steady and strong, the sound driving the boy’s craving for man’s taste to sharpen; mouth watering as his fangs ached with the overwhelming need to sink into flesh. Peter turned his head towards Frank, vision swimming with feverish desire. With thick strands of saliva connecting his upper and bottom canines, his mouth opens, voice coming out rushed and wrecked as his human mind finally relinquished control to the spider within him.

“Pl-Please—Ngghh! Shit!—I need–I ne-need you to—Fu-uck, Alpha!—”

Peter’s eyes widened in horror through the black film as he realized what word had just slipped out in his delirious, unfiltered haze. A full-body flush of mortified heat flooded his face, spreading down his chest and to his shoulders. A high, broken whine of unfiltered embarrassment erupted out of his chest, his body instinctively turning away as he covered his face with both of his shaking hands. He failed to hide the fresh tears of his self-conscious humiliation, wet streaks rolling around his fingers and streaking down his neck.

“N-No, I did-didn’t—I didn’t mean to say that—fuck, no, f-forget that, shit—I d-didn’t mean to—”

A gentle hand reached up, carefully and gently prying one of Peter’s hands away from his face, wet tears and snot clinging to the shaking hand and spreading to his own. The half of the face he revealed was taut with humiliation, eyes squinting shut with his efforts to control himself. Frank’s expression was steady; dark with his own growing want but remaining in control.

“Kid, look at me.”

Peter couldn’t, white hot humiliation overshadowing the anger. The embarrassment sent a second, hotter kind of heat coursing through him; more tears welling in his eyes as the overstimulation began to grow into something he could no longer control. This new feeling is almost worse than the first. His head shook frantically—crying, hiding, dripping, aching; losing himself in the thick fog of pleasure-spiked fear clouding the edges of his brain, overwhelming him as he began to panic, not knowing what to do as his mind was locked out of decision making skills.

Frank brought himself in, closing the distance between them and filling it with his presence, nostrils breathing softly as his nose brushed the swollen scent gland under Peter’s ear. The feeling of the older man’s warm breath against the sensitive nub made the younger man shiver, a breathy moan leaving his mouth as he turned his head away, accidentally exposing the gland to more of the stimulation. 

“You don’t have to take it back,” growled voice low and rough, breathing growing uneven as he continued, “Not if it’s what you need. Say it again when you’re ready, or don’t. Whatever you need I’m still right here either way, Daffodil.”

The nickname sent a shockwave of delicious, tortuous pleasure to the pit in his stomach; twisting it cramps that spread to the boy’s thighs and up his spine, agonizing pain searing white behind his eyes. Eyes shooting open, he finally turned his head to look at Frank, gaze glazing over with pain and heated desire that penetrated through the black film.

“I t-told you not to—Nggh! Fuuck!—n-not to call me that—Oh God—” Peter’s words came out between stuttered breaths and a broken sob, finally breaking open; delirious and no longer having the energy to fight himself, the first beg came out quiet and filled with shame, the words wet around his tears and quiet around his cries,

“Frank… I.. I need—nggh fuck—I need you to—Ah!—to touch-touch me.. Please, it h-hurts, I feel-feel like I’m gonna ex-explode.. I can’t-I d-don’t—Ahhng!—please!–”

Frank felt his solid control slip, fraying at the edges as the scent of Peter’s need flooded the air around them and suffocated his senses as he let Peter’s words bury themselves in his mind. Finally getting the order to do something, he carefully began to run his hands over the smaller boy’s body, feather light, gentle touches leaving searing nerves in their wake. Peter’s body arched into the feeling instinctively, every bone in his body screaming at him to access more relief like he was starving. Frank’s mouth found the sensitive nub under Peter’s ear, licking gently to tease at the bundle of nerves before closing his mouth around the mound and sucking, coaxing an oily liquid to seep out in small spurts. 

Tears spilled down the kid’s cheeks in streams, crying through his overstimulation as pleasure finally flooded his senses, overshadowing the fear until it dissipated completely, leaving room only for tortuous pleasure. Everything was so much—too much—the thickening haze claiming his mind, coherency no longer in the cards for the overwhelmed spider. His head thrashed, body quaking as he screamed—high and shattered with mortification—coming hard, cock untouched in his boxers, jerking and spilling against the tight waistband before it slowly seeped up his stomach. His spinnerets followed immediately, spider silk shooting out in uncontrolled bursts and attaching Frank's arms to his body in sticky webs, connecting the two together. 

“Sensitive,” Frank murmured against the gland, gentle—teasingly cruel against the nerve bundle. He gazed across his work, a dark purple bruise blooming in contrast with the kid’s pale skin. The older man licked over the mark, biting with precision—possesively claiming the scent marker until Peter sobbed, back arching impossibly tighter as he came a second time from that alone, body shaking apart in system-wide overstimulation. Frank moved his mouth to work on the other side, repeating his actions until Peter’s voice broke on every plea that ripped out of him,

”W-Wait—Hnng!—Wait a damn minute! I-I can’t—Ahnng Shit!—S’too much, I j-just came—Hah Ahhng—s-stop!–”

He ignored the boy’s protests, thumbing over one of Peter’s nipples until he cried out like he’d been shocked. When he leaned down and sucked one into his mouth, careful and thorough, Peter’s entire body seized. He came a third time with a broken sob, pure overstimulation and need, tears streaming, fangs throbbing as venom began to well at the tips, black eyes stretched wide and lost. The craving to taste Frank was a constant ache that was only growing stronger; when the older man’s throat came close enough, Peter’s mouth opened on instinct and he licked a stripe over the pulse point, tasting salt and blood and skin, a broken sound of relief leaving him at the first real taste that quenched a small fraction of the heat that tortured him.

Strong hands started to travel lower. Gentle fingers skimmed across his pecs before slowly tracing lower against the soft line of his happy trail, stopping just short of the intense heat that pooled in his abdomen. His entire body was shaking in brutal, continuous tremors that ran through every limb like electricity. He felt a fresh pulse of slick spill from between him, dripping down the insides of his thighs and soaking through his boxers, pooling on the towel underneath him. His spinnerets released thin, sticky strands of web with every violent twitch—web strands clinging everywhere they attached to. Peter’s hips jerked upwards helplessly, desperately chasing the hand that was so close but not close enough.

“Please,” he gasped, voice high-pitched and wrecked as his words were forced out between stuttering breaths, “F-Frank–, I-I need something inside—Ahnng!—Anything, your fingers, your cock, I don’t care–just fill me—Nnggh Fuck!—I’m so empty it hurt-hurts, please—”

Frank’s hand paused at the crease of Peter’s hip, thumb stroking slow circles that he knew would only make the pit in his stomach ache even worse. He watched the younger man writhe underneath his touch, watched the way Peter’s small penis twitched as fresh pre-cum began to mix with his old spent.

“Look at you,” Frank murmured, voice low and rough, breath hot against the younger boy’s ear “Already beggin’ for me, So needy.. Where’s that attitude from earlier huh, baby? You sure you’re ready for it?” Peter could feel the smirk form its way onto Frank’s face against his cheek before he whispered, hot and heavy, “I don’t think you can take it, Daffodil.” 

Peter nodded frantically, tears pouring heavily as his cries grew louder, “F-Fuck you, I can-I can take it I—Hhnng! Fuck!—Please, Frank! I need—Ahnng Ah!—n-need to feel you, stretch m-me open—Nnggh shit—I can-can’t–”

Only then did Frank move his hand lower, brushing past his length and dipping into the crevice of his ass. He circled Peter’s entrance once with a single blunt fingertip, gathering slick onto his finger and spreading the sticky fluid around his thighs teasingly, pressing against the tight muscles of his entrances but never pushing in. Peter sobbed as he tried to press onto the finger, his body shaking with the effort of his unsteady movements and ultimately losing his battle as Frank held him down, a firm hand pressing into the soft flesh of his hip. 

“Please—Ahhng!—pl-please, please, plea-please–”

When he finally slid the first lubed finger inside, Peter’s walls clamped down immediately; impossibly tight, hot, and fluttering in frantic pulses around the sudden intrusion. Frank took it slow, letting the brunette adjust to the size of the tip before slowly sliding further in, stopping when he reached his first knuckle.

“Fuck,” Frank all but whispered, voice tight with his restrain, “You’re so fuckin’ tight, kid. Squeezin’ me like that, it’s filthy.” Peter barely heard the husky tone speaking to him over the slew of sensations his body was going through; shaking harder, breathing uneven and hoarse, body somehow getting hotter. The single finger already felt like it was too much, yet it was somehow not enough at the same time; the stretch brought fresh tears to his eyes, the slight burn made the fire under his skin grow even brighter. He wasn’t sure how much longer he would survive feeling like this, living with the constant itch under his skin and pressure in his stomach—His silent, delirious prayers were answered when Frank dragged the thick digit in and out of his entrance slowly, pausing only to curl his finger just enough to brush that sensitive bundle of nerves that made stars burst behind Peter’s eyes, another broken sob spilling from his mouth as webbing pulsed from his spinnerets almost in time with every curl.

“O-Oh! Oh fuck! Fr-Frank! I-I–”

Once the slide became easier—tight muscles giving way under diligent movements—Frank added a second finger, pushing past the tight ring once more with slightly more resistance than before.

The stretch burned sweetly, Peter’s hole clenched and fluttered around the new thickness, still so tight Frank had to go slow, working him open with patient and skilled rolls of his wrist—slick making everything easy as the sticky wetness dripped down Frank’s knuckles with every thrust in. Peter was crying openly now—soft, continuous tears of pure overwhelmed pleasure—face fully exposed and hips rolling in small, helpless little circles as he tried to take the fingers deeper, thighs shaking in exertion.

“More,” he begged, voice cracking over hiccupped moans, mind blank as he babbled uselessly, “Pl-Please, another–I can take it, I need it, stretch me, fuck me, do something Frank please—”

Frank eased a third finger inside Peter’s entrance easily, more slick pooling out and running down his wrist. Back arching clean off the couch, a high, shattered sound tore from his throat as the three fingers pressed in deeper than the previous two had, filling him whole, spreading him open impossibly wider. His walls clamped down hard enough that Frank felt the resistance against his knuckles, the tight heat fluttering and milking every careful thrust with force so strong the older man struggled a split-second to pull out. Peter shook through it, tears streaming down his face and staining his cheeks, fangs fully exposed and leaking a constant stream of venomous liquid into Peter’s mouth, black eyes glassy and dazed; lost in his mind shrouded with dense fog. Every curl of Frank’s fingers dragged another broken cry from his throat, each slow drag out leaving him feeling empty, only for Frank to punch his thick fingers back into the boy’s wetness and have him crying out again.

“That’s it,” Frank murmured, watching intently at the way Peter fell apart underneath him, “Taking my fingers so well. So fucking tight, baby. Keep crying for me, spider. Tell your Alpha just how much you need it.” The word came out as a sneer, meant to be mocking, yet Peter could only sob and nod and push down onto the thick stretch of the three fingers buried deep inside of him, body trembling, completely gone on the overstimulation and the deep, all-encompassing fullness he was being subjected to. 

“Jesus Fucking Christ, Frank please! It-it hurts, I—Nhhn! Hah—It-It’s not eno-enough I-“ 

Frank ignored him again, working him open in slow, relentless thrusts; three fingers already stretching Peter wide, thick digits sliding in and out through the constant slick that dripped down his thighs and soaked the blanket beneath them. Every skillful thrust made Peter’s walls sputter and clench, obscenely loud squelching noises filling the living room along with his cries and whines of frustration. The stretch burned in the best way—full, deep, fast, and yet still nowhere near enough. Peter’s hips rolled helplessly, trying to get them deeper, tears streaming freely down his temples as soft, continuous sobs spilled from his throat.

“Please—Argnn Fuuck!—Frank, p-please, more-I n-need more, no-not enough—Nhgg Ah!—it-it still hurts-” His voice cracked with every word, high, desperate, and pleading; his hips never stilling in their futile attempts at more stimulation.”So good, but s’not e-enough—Fu-uck—Please, I need it, I-I can take it, Frank please!”

Frank’s free hand stroked over one swollen spinneret, thumb pressing gently at the sensitive opening until another thin strand of webbing pulsed out and stuck to the nerve bundle. Peter’s voice broke as he sobbed harder at the dual sensory overload, body shaking and mind unraveling. 

“Look at you,” Frank murmured, voice taught and strained as his own cock began to tent uncomfortably in his pants. “Taking three so well and still begging for more. You sure, baby?”

“Yes-yes, please, four, five, I-I don’t care-, need-need it, please fuck—”

Frank added the fourth finger without warning, curling instantly upwards and rubbing in small, teasing circles. 

The new stretch was immediate and intense, Peter’s hole clenching down violently around the sudden intrusion, growing impossibly tighter even with the copious amount of slick that leaked out. The silent scream that had opened his mouth had turned into a high, continuous shriek, every gland throbbing as it leaked pheromones oil. His hips lifted clean off of the couch as his walls fluttered in frantic convulsions as it attempted to adjust to the pressure, the fullness, the satisfying burn of being opened so thoroughly. The overwhelming sensations crashed over him all at once,

And he came, hard.

His cock jerked untouched against his stomach, spilling thick ropes across his own skin as his walls locked down around Frank’s four fingers in rhythmic, milking spasms. Tears stained his cheeks as his eyes rolled, sticky strands of webbing shot from both spinnerets in messy bursts, uncontrolled and instinctual. His body shook through it, babbling incoherently, fractured sentences barely escaping past the broken sobs as his hips began to stutter.

”Ah-Ah fuck, Fra-ank! Don-Don’t stop, plea-please—Oh Oh!—S’good, too good, oh my god! I-I can’t-“ 

Frank didn’t cease his motions, keeping his pace consistent as he worked the smaller man through his orgasm, curling his fingers and massaging just enough to drag it out longer and drive the boy crazy. Peter was left panting, shaking violently with every aftershock twitch, and dripping onto the blanket—definitely soaking through to the couch cushions by this point. Only when the last tremors faded from his body, giving way for a small twitch here and there, did Frank pull his fingers free. The sudden emptiness ripped a strangled, pitiful whine from Peter’s lungs as his hips frantically chased the sensation. 

“N-No, no, no please—Nhhgn!—emp-empty, hurts please-“

Frank didn’t make him wait any longer, taking his pants between his fingers and yanking them down, his hard cock popping free from its restraints. Smearing Peter’s slick along his shaft, he lined up and pushed in, slow and relentless as his head popped past the first tight ring of muscle. Peter’s head fell back and a long, continuous sound tore out of him—half a sob, half a moan—as the thick head of Frank’s cock stretched him open all over again, thicker than his fingers ever hoped to be. The burn was perfect and too much at once as Frank sank deeper, inch by torturous inch, the heat and girth overwhelming his sensitive nerves with the slow drag. The moment he bottomed out, balls lightly brushing the ass underneath him as slick dripped down his shaft, the hole around him locked down with a sickening vice, walls squeezing and sputtering around his cock as it adjusted. Mouth falling open in a silent scream and eyes rolling back, all Peter could do was clench the couch cushions between his fingers as he tried desperately to ground himself.

Frank kept his hips still, his own muscles trembling with the effort to not fuck into the warm tightness that engulfed him as his cock twitched, begging for him to move. The older man opened his eyes, peering down at the sight underneath him through hooded eyes and tight eyebrows; Peter was lying beneath him, his scarlet blush expanding over his chest and belly, hot tears rushing down his red cheeks, black eyes shining with wetness and hooded with delirium…It took everything in Frank not to cum right then and there, closing his eyes and taking a sharp inhale in through his nose; yet he didn’t want to look away either, grateful when he heard the younger boy attempt to speak, giving him an excuse to open them again.

”O-Oh my—Fuu-uck Frank!—I-Iss’ so d-deep, I-I feel—Nnggh!!—it-it’s ev-everywhere I can’t-“ Peter’s voice shook, breath stuttering as his brain began to lose the battle against the fog. Pure, mindless babbling was all he could muster as his mind melted, “Don-don’t stop–please, oh my god—Hahhnng!—Fuck! Fuck, please move–move move move please!—”

The last thread of Frank’s wavering control snapped, his hips moving in deep, forceful thrusts that continued to punch the air out of Peter’s lungs with every harsh slap of skin. His calloused hand stayed wrapped around the smaller boy’s wrist before abruptly snagging the other in its grasp, slamming the pair of hands above Peter’s head. His thumb pressed against the leaky opening of one of Peter’s spinnerets, massaging the small hole roughly, purposefully forcing more sticky webbing to pulse out. Frank watched Peter unravel underneath him; thighs shaking with exertion and overstimulation, sweat beading from his neck and dripping down his chest, drool mixing with tears as they dribbled down his chin. To Frank, he was the textbook definition of stunning. 

So perfect, and only for him.

Frank shifted his hips slightly, the change only stalling his rhythm for a fraction of a second before Peter’s back was arching clean off of the bed with a shrill scream, his hands clenching and unclenching rapidly as his cock spilled watery cum between their stomachs. Frank leaned down and sucked another bruising mark onto the scent gland on Peter's neck, nibbling to coax out more of his delicious scent. Overwhelmed with too many sensations, Peter’s body has no other choice but to cum again, his cock spilling weakly against his stomach in weak, useless little spurts. Shaking violently and crying loudly, his words are slurred with delirium as he mindlessly begs for more, uncaring or unknowing of how truly wrecked and out of it he really was.

“Blease—Hahh Ahnng—Mo-more, I-I can—Hnnng!!—I can take it–I need it plea-please Annghh!—Frank Frank Frank!—”

“Takin’ me so well Daffodil,” Frank growled against his throat, voice strained and breath hot against Peter’s ear. “My good boy—Nnng Fuck—my good little spider. G-Gonna fill you up, yea? You want that, baby? Hm? Wan’ me to break you, fill you up and r-ruin you for anyone—Mnng—anyone else? That it baby?” Frank’s breathing was hot and heavy in Peter's ear, nipping and biting at the cartilage. Peter’s answer was a broken, continuous stream of high strung blabbering,

“Ye-Yes yes, please—oh my go-god—I-I’m yours, on-only yours, please please please—Oh fuck!—break me, use me—Ahnngg! Haah—I-I don’t care just!–”

Frank’s hips snapped when the words hit his brain, a rough, punched-out groan ripping through his chest when Peter’s walls began to clench around him viciously, the boy already teetering on the edge of another orgasm. Frank bit down harshly on the shell of Peter’s ear as his voice dropped even lower in tone, rough and ragged with strain and exertion. If Peter were anymore fucked out, he would’ve missed how the older mans voice shook around his words, struggling to maintain his composure.

“That-That’s it–say it again baby. Tell me—Nngh Fuck—Tell me you’re mine–Tell me how much you want me to ruin your pretty little hole.” His firm grip tightened on Peter’s hip, keeping him still and steady for every deep, punishing thrust. “Gonna ruin you for anyone else, baby. You’re gonna feel me dripping outta ya’ for days—Fuuck—Pump you ya full–that what you need Daffodil? H-Huh? Need—Mnng fuck baby—Need your Alpha to fuck you stupid?” Peter’s answer spilled out in a broken, continuous rush—voice high and wrecked, cracking and breaking with over-use.

“Y-Yes-yes! I-I’m yours, only yours–only a-alphas. Cum in-in me, cum—Ahhng! Shit!—b-breed me alpha please! Ne-Need it s’bad I can’t I-I can’t I ca-can’t I—Nnhggg Ahnng!–”

Peter’s wet words around his tears and hiccuped breaths were the last confirmation the older man needed before he fucked him through three more orgasms, each one dragging out longer and more intense than the prior. He had never stilled his pace, barely even slowing while he had been talking to the brunette underneath him, fucking him without mercy throughout their entire conversation. Frank could tell Peter was so, so close to coming again; his chest rose and fell erratically, his hips frantically trying to match Frank’s brutal pace with the little control he could muster. The older man had unknowingly (AN: who are we kidding, this motherfucker knew) been edging the smaller boy this entire time, just barely brushing past his prostate and keeping him impossibly close to the edge, yet never giving the bundle of nerves the stimulation it truly needed. It was only when Frank shifted one of his legs minutely, bringing it up just that little bit more before he was grinding dead center on the swollen bundle of nerves inside the younger boy with every thrust that tight walls clenched around his cock with a vice, almost locking him in place as they sputtered, milking his shaft in frantic pulses. 

Peter’s cry broke into a shattered sob as his cock jerked uselessly between them, two small dribbles of watery cum dribbling pathetically down his length, body overspent, yet riding the wave that tore through him regardless. Shaking, crying, blabbering—Peter was being reduced to a sex doll, head completely devoid of anything other than Frank and Breed and Alpha. 

“Al-Alphaa! Frank—Nnggh! Fuck!—Cumin-Cuming a-again I-I can’t—Ahhng Hah Ahhn!—I can’t s-stop, plea-please don’t s-stop–dont’t stop don’t!—” His words were mindless, making little to no sense between his moans and shrills, and yet Frank understood him like he was speaking to him telepathically. The hand that had Peter’s wrists still held firmly in his grasp bloomed with warmth as sticky webbing pulsed from the small openings, oozing between Frank’s fingers and dripping down the back of his large hand. Frank could only chuckle darkly to himself, dropping down to lick one of Peter’s tears off of his cheek as more followed suit. 

“Fuuuck baby, Yer gonna drive me crazy, y’know that? Jesus Christ just look at cha–” He didn't ease up, keeping his deep, merciless pace steady and controlled as pasty thighs began to clench around him. One hand braced bruisingly around one of Peter’s hip bones and the other gripped firmly around both of Peter’s wrists, the brunette was only able to shake apart underneath him pathetically, broken sentences continuing to pour out of his mouth like a broken faucet.

“O-Oh fuck! Fra–Alpha! So deep—Oh my god!—I-I can’t, won-won’t stop–Frank please! Pl-Please please please p-please ple-plea—”

Another orgasm crashed over Peter only a handful of thrusts later, thighs shaking aggressively around Frank’s hips while small heels dug into the small of his back with bruising force. The tight hole around his cock clenched so tightly it had Frank seeing stars. He bit the soft flesh of the inside of his cheek as he clenched his teeth, distracting himself with pain to keep himself from finishing too soon. A fresh well of tears cascaded down Peter’s red cheeks, drool dripping down his chin as he mouthed openly at the skin of Frank’s throat. Sharp fangs dragged lightly over the salty skin, licking his neck in thin strips like he was grooming the older man. The salt of Frank’s sweat was mixed with the taste of lust and sex, and Peter moaned when the taste reached his heat-ridden brain.

“Ah-Ahhn fuck-fuck! Again, I-I’m cum-cuming again I—Nnggh! Shit Shit! Shit!—I-I can’t-It won’t st-stop—Aahnng! Ah!—S’too-too good, too mu-uuch! Too much! I-I can’t–” Frank didn’t stop, only growling against the claimed scent gland beneath Peter’s ear, sucking another dark mark anywhere he could find that was left unbruised. 

“Thaaaat’s it, baby. Give it to me angel, keep cumin’ on my cock. God you’re so fuckin’ sexy, take me so fuckin’ well.” Peter could only continue to sob uselessly, legs locking harder around Frank’s waist as he nodded his head dumbly. Another orgasm began building mercilessly fast, giving the smaller man almost no time to recover as a strong thumb pressed down harshly against a spinneret. They were so overstimulated from the night's constant assaults, the feeling of Frank’s thumb massaging and stroking over the tiny opening hurt, white hot, searing pain shot down his arms and into his fingertips. His entire body locked, breath stilling as his eyes shot open, a silent scream stretching his mouth open as the building climax peaked. The orgasm was weaker in volume but no less intense as it ripped through Peter’s body, overstimulated pleasure so intense it left him trembling violently, cock twitching with nothing left to give.

Only then did Frank let himself go.

He buried himself to the hilt with a low, guttural sound and flooded Peter’s clenching heat with thick, heavy pulses of cum. Pulse after heavy pulse, deep and hot, filling him until Peter could feel the warmth spreading inside, burning even hotter than the heat that pooled in his belly, yet somehow also beginning to cool it. His body milked the older man’s cock for every drop, walls fluttering in greedy spasms and hips rolling in stuttering circles that dragged the orgasm out longer for both of them. A high, broken keen left Peter’s throat as another smaller climax rolled through him, purely from the feeling of finally being filled.

“Yes–yes, fill me—Ahhnn! Fuck fuck fuck—I can feel it, it’s so much—don’t stop, keep–keep cuming—” Peter’s blabbering never fully stopped, delirious and continuous even as his muscles went lax with exhaustion.

Even after he'd caught his breath, something inside Peter didn’t want to let go.

He clung, legs locked tightly around Frank’s waist, face buried in the curve of his neck. Every tiny shift of Frank’s cock still buried deep inside him when he moved pulled soft, punched-out sounds from Peter’s throat. He kept licking absently at the skin under the older man’s mouth—slow, needy strokes of his tongue over the pulse point until he began to suckle, a light bruise forming onto tanned skin as the taste of sweat and blood flooded him—the taste the only thing keeping the persistent fog from making its return and swallowing Peter completely.

“Stay,” the younger boy whispered, voice wrecked and small against Frank’s throat. “Please stay in-inside…D-Don’t pull out yet…”

Frank stayed, of course he stayed.

He held him through every aftershock, one heavy arm locked securely around Peter’s waist, the other hand stroking slow and careful over the oversensitive spinnerets until the last involuntary strands of webbing finally stopped pulsing out. He pressed soft, open-mouthed kisses to the claimed glands on either side of Peter’s throat, then to the damp hair at his temple, murmuring low and steady the entire time.

“So good for me, Pete. I’ve got you, you’re okay, baby—you're safe. Shhhh, breathe slow for me.” Peter’s only answer was a chorus of high-pitched whimpers as his body continued to tremble, hole still clenching around Frank’s cock.

Eventually the aftershocks subsided, and Peter quieted by a few degrees; his continuous broken sounds fading into soft, uneven breaths. His head dropped to one side, cheek pressed against his own shoulder, eyes half-lidded and unfocused as he felt every muscle in his body release; finally unlocking after what felt like hours of desperate tension. Every few seconds a fine tremor would run through him—nerves sending the last bits of electricity through his system and making his thighs twitch, hole fluttering weakly around the thick intrusion spearing him.

Everything felt distant and heavy and good.

The sharp edge of the heat had finally been quelled, leaving behind a thick, syrupy fog that made thinking impossible. His body ached in a way that left him more satisfied than he’s ever felt before—stretched, claimed, and thoroughly used. Peter reveled in the way warm pulses of Frank’s cum dripped out of his hole any time the older man shifted his legs, the pleasant ache on his neck and collarbone where Frank had marked him as they throbbed with the claim, and especially the way his spinnerets felt oversensitive and raw–even the faint brush of air sending sparks shooting down his fingers.

He floated in it.

Every slow breath Frank took shifted the cock still filling him, and each tiny movement pulled another quiet, punched-out little noise from Peter’s throat; not from pain, not even from real need anymore—just the left over sensitivity of a body that had been pushed past its limits and was still thrumming with it. The inky-black void had completely left his eyes, allowing for his chestnut brown pools to reflect in the dim light once more through his tears. His fangs had retracted slightly, tiny pinpricks the only evidence that there had been any change there at all. The frantic, desperate hunger that had driven him for so long had finally begun to quiet into something softer—something that just wanted to stay exactly where he was, wrapped up in Frank’s arms, still connected, still full, still marked. Peter’s thoughts drifted, slow and loopy as they strung together in his mind.

Stay, don’t pull out yet. Feels too good. Don’t want empty…

For a handful of heartbeats, Peter almost thought that whatever had been going on with him was finally reaching its end; the fog remained heavy but softened, no longer a frantic buzzing that consumed him, and the aching in his core had relaxed—finally satiated with being so full.

Suddenly, without warning, Peter’s entire body seized with a full-body shudder that rolled through him so hard that Frank felt it reach his own bones. The older man could see Peter’s fangs drop down almost instantly as his mouth opened on a broken, animalistic cry. The blackness that had receded flooded over the younger’s irises, swallowing the brown in dark pools of ebony.

“Frank–Fuck, no no no! I can’t! I-I need it—Nnngg!—need i-it again! Shit, Frank please! I can’t-I can’t do this any-anymore!”

The words were barely words—wet and desperate and half-sobbed against Frank’s skin, hips jerking up hard trying to fuck himself deeper onto the cock still filling him against his own protests. His spinnerets flared painfully and uncontrolled; thick strands of webbing shooting out and sticking to Frank’s back as his fingernails dug into the older man's skin, desperately trying to ground himself. One particularly strong pulse of silk wrapped around Frank’s forearm and yanked, as if Peter’s body itself was trying to keep him from ever pulling away. 

Warm, sticky webbing dripped down the older man’s back, clumping in half formed webs as it trailed down and around to his ribs. Curious, Frank brought a hand to the string, running his fingers into the wetness and swirling it, amazed as it became stickier and webbier the longer he twirled until it was molded enough for him to grip onto. With a firm grasp, he gave the string a small tug, feeling only a small amount of resistance before he felt something give way, twirling the tacky webbing around two fingers like a thread spool. Peter shook violently, hyperventilating as his natural webbing was forced out of him for the first time in his life.

“N-No-No stop that’s—Hhnng!—thats not!-”

Whatever remained of Frank’s control snapped clean in half.

He growled, low and guttural, before driving back in with a single brutal thrust that punched a high, shattered cry from Peter’s throat, voice cracking with the strain. The pace Frank set was almost punishing, hips snapping hard enough that the sound of the couch scraping against the floor with every thrust echoed alongside Peter’s mewls. Tears cascaded down red cheeks once more, Peter’s only option to cry through the beautiful overstimulation as foggy pleasure and fear danced together so tightly in his brain he wasn’t sure why he was crying. His body accepted the thrusts greedily, walls clenching and milking the thick cock spearing him until he was barely able to form any words other than Frank’s name and ‘please’.

The older man shifted them carefully, unattaching Peter’s nails from his back as he flipped the smaller boy over, back warm against Frank’s stomach as the new angle gave leverage for Frank to sink in another half inch or so. Peter’s head fell back, a long, stretched out sobbing keen punching out of his lungs at the new change in angle. He was gonna go crazy if the pit in his stomach didn’t go away, desperately chasing something—Peter wasn’t even sure if he knew what.

Frank leaned down and closed his mouth over the middle of Peter’s neck, upper and bottom teeth pressing directly against the swollen scent glands on either side. He sucked for a moment, hard enough to leave a bruise right up against the boy’s hairline before pressing his teeth down. He could feel the warmth of blood pool around his sharp teeth as he bit down in claim until Peter was thrashing beneath him.

”Fr-Frank! Frank! I’m-I’m gonna—“

Peter came again, the dual assault of his glands and prostate sending electricity-laced pleasure racing through his veins. The orgasm tore through him so violently Frank had to wrap an arm around his mid-section to keep the smaller from collapsing into the couch cushions. Tears soaked into the towel, Peter attempting to smother himself to quell his noises.

Frank pulled his hips back, just enough for only his tip to stay engulfed in Peter’s delicious heat before he plunged back in one deep, swift thrust. The new rhythm he set was overwhelming—slower than the last round but somehow more intense—deeper and more controlled, slamming into Peter with enough force to punch the air out of his lungs with each slap of skin. Every couple of thrusts, Frank leaned down to mouth over the fresh claiming mark that bled freely on the back of Peter’s neck, licking up the droplets of fresh scarlet and sucking the wound until Peter was a sobbing, trembling mess underneath him.

When Frank stretched the hand that had been supporting Peter’s waist up to his chest and found one of Peter’s perked nipples—pinching and twisting it torturously between his fingers—Peter came again with a broken sound of exhaustion. His walls clamped down pathetically, little to no strength left but still trying their hardest to chase satisfaction.

“One more,” Frank ordered against the skin of his back, “Give me one more, spider. Come on my cock and then you can rest.”

Peter’s only answer was a broken, delirious nod as Frank fucked up into him harder, hips snapping with deliberate force. One hand stayed locked around a swollen spinneret, thumb tormenting the sensitive opening in slow, relentless circles that forced more sticky strands of webbing to pulse out and cling to his wrist, while the other reached between their bodies and wrapped firmly around Peter’s oversensitive cock, stroking in time with every deep thrust. Peter sobbed at the dual overload, head falling back, black eyes glassy and lost. His cock twitched weakly in Frank’s grip, already spent and hypersensitive, every stroke sending sharp sparks of tormenting pleasure racing up his spine.

“Frank—Ah Ahhng!—please, too-too much—don’t stop-don’t-“”

Frank didn’t stop.

Instead—still deeply buried to his hilt in Peter’s tightness—he transferred his hand from Peter’s overused nipple and worked two of his thick fingers in alongside his cock, pressure careful not to tear the tight ring of muscle, but merciless nonetheless. The younger boy didn’t even have time to react to the new, burning stretch before Frank was slipping in a third finger and crooking them downwards against the walls of Peter’s hole, abusing his prostate. Frank wasn’t really sure what in his body had pushed him to do it, but as soon as he had, he wanted to burn the image in his mind forever.

The effect was immediate and devastating.

Peter’s entire body seized, back arching as a scream tore out of his throat, fingers scrambling desperately for purchase on the couch cushions. Every harsh curl of the thick fingers inside of him dragged over his prostate with brutal precision, pace unrelenting as the girth of Frank’s cock continued to spear him open.

He came hard, shaking violently, cock spilling almost nothing while his hole clamped down around the thick intrusion of cock and fingers like it was trying to keep them both there forever. Tears streamed freely, soaking into the couch and staining it dark as he sobbed openly, relief finally creeping its way into his senses at the better stretch.

”Oooh-Oh my g-god! Fuck! Too-Too full—Aahhng—I-I can’t, oh fuck—don’t-don’t stop—yes yes yes yes yes-“

Frank kept the pressure steady, fucking up into him with short, powerful thrusts while his fingers stayed crooked hard against his sensative bundle of nerves, being pressed down with every thrust of his shaft. The sensation of being filled to his limits and milked from the inside left Peter trembling and sobbing through wave after wave of overstimulated climax, completely drunk on the feeling of being so thoroughly claimed and filled. His hole—however much overused and overstimulated—continued to flutter and clench around Frank’s cock in rhythmic, milking pulses that dragged the older man over the edge along with him. 

His entire body locked, a silent scream tearing from his throat as Frank buried himself as deep as he could go and came hard, flooding Peter’s already full heat with another load of thick cum. Peter’s cock pulsed weakly between them, spilling nothing, completely spent, while fresh tears streamed down his face and more uncontrolled webbing draped over both of them. The spider fog finally softened; the overwhelming flood of sensation beginning to ebb, and he sighed from the relief, letting the strain in his muscles melt away completely before going limp on the couch. 

The blackness of his eyes creeped away, leaving hazy, tear soaked brown eyes staring blankly ahead of him. His fangs retracted by a couple inches, settling neatly next to his other teeth and respectfully replacing his old canines. A small, exhausted sound escaped him—half a sigh and half a choked sob—before he was out, dead weight in Frank’s grasp; still impaled on his shaft, still trembling with his aftershocks, still clenching around his cock in soft, residual flutters.

Frank stayed exactly where he was for a long time, not daring to move a muscle as he kept one arm locked securely around Peter’s waist and used the other to carefully peel away the worst of the webbing from their skin. He pressed soft, open-mouthed kisses to the claimed scent glands, over his back muscles and up to the sweaty hair at Peter’s neck. He murmured low, steady nonsense—praise mixed with reassurance and the kind of quiet words that didn’t need answers.

Only when Peter’s breathing finally evened out into true, deep sleep did Frank carefully lift him off his cock.

A thick rush of cum and slick followed, warm and messy, spilling down the insides of Peter’s thighs and onto Frank’s skin. Frank ignored it for the moment, shifting his grip and wrapping one arm under Peter’s shoulders and the other beneath his knees, and stood. The younger man stayed completely limp against him, head lolling against Frank’s chest, soft unconscious breaths warm against his collarbone.

The hallway was dim, lit only by the thin streaks of streetlight peaking through the living room curtains. Floorboards creaked under Frank’s bare feet on his way to the bathroom, the sound echoing in the silence of the small apartment. Flicking on the light of the bathroom, Frank carefully sat Peter down on the edge of the sink, keeping one steadying hand around his hips the entire time, ensuring he would tip sideways and fall over. Turning on the faucet and double checking the temperature was to his standards, he soaked a soft wash cloth under the steady stream and began to clean the pair with slow, methodical care.

Frank rung the cloth out before moving it gently over Peter’s sweat-damp skin, wiping away the worst of the drying slick and cum from Peter’s stomach and things, before stopping to re-rinse before delving into the soft creases where Peter’s silky smooth thighs met his body. Frank tried to be especially careful around the swollen scent glands on either side of Peter’s throat—bruised from the abusive marking they’d received earlier, as well as giving special attention to the still-twitching spinneret openings at Peter’s wrists. Despite his best efforts to be gentle—every time the warm cloth brushed over the kid’s hypersensitive skin—he made a soft, unconscious sound that came from the back of his throat before shifting faintly, although never fully waking. Frank could only rinse the cloth and move somewhere else on his body, repeating this process over and over until Peter’s skin was clean. He wiped over himself in less than half the time. When he was as satisfied as he could be with their cleanliness without a full shower, Frank dried the pair of them with a fresh towel, gently working over every healing bruise and oversensative mark on the boy’s body. 

Picking Peter up into his arms again, he left the dirty towels on the floor to deal with later, and carried the sleeping boy down the short hall to Frank’s bedroom.

Frank nudged the door fully open with his shoulder as he walked fully in; this room was by far darker and quieter than the living room, blackout curtains pulled shut in front of the window and cascading the room into a pitch black, inky darkness. He walked confidently, knowing the layout of his space even in the pitch blackness, and crossed over to his bed. Frank pulled the covers back with one hand before he laid Peter down carefully in the center of the mattress. As soon as the cool fabric of the sheets touched his skin, the younger man curled inwards on himself, staving off the cold as a soft, sleepy sound of betrayal escaped him.

Frank climbed in after him, curling himself around Peter and drawing the blanket up and over the both of them. He settled on his side, pulling Peter in close to his chest and slotting his head underneath Frank’s chin. He draped a heavy arm securely over Peter’s small waist, other hand finding its way into sweat-damp brunette hair, stroking slow, grounding passes though the messy clumps of curls. The apartment was quiet except for the distant city noise filtering through the closed window and the soft, even sound of Peter’s breathing.

Frank stayed awake longer than he needed to, listening, and watching.

In the low light he could see that the fever-flush was fading from his cheeks, the worst of the heat-scent that had clouded the apartment had banked into something softer—claimed and soothed. Peter’s body was heavy and relaxed against him, no longer trembling, no longer fighting the pull of sleep as his exhaustion became overbearing.

Frank pressed one last kiss to the top of Peter’s head, breathing in the familiar scent of him, and let himself rest—still half-alert the way he always was after a fight—but willing, for once, to close his eyes and just be with someone.

~ ~ ~ ~ ~ ~ ~ ~ 

Peter surfaced slowly.

For a few long seconds there was nothing but static and fuzz—white noise stuffing his head like cotton—the world reduced to a soft, distant roar like ocean waves heard from underwater. His body felt heavy and far-away, floating somewhere outside itself. Shapes moved at the edges of his vision but refused to resolve into anything solid. He could hear a voice speaking to him, low and steady, but the words slid past his ears without meaning, melting into a warm vibration against his skin.

It stayed like that for what felt like hours until things started to fade back into reality. The first clear thing he registered was the low, steady sound of his own name being spoken like a prayer.

”Peter, baby. Open your eyes for me sweetheart, c’mon-that’s it. Look at me, M’right here.”

Frank’s voice was rough with leftover worry and lack of sleep, scraped raw around the edges as it faded into something Peter was beginning to comprehend. A large, warm hand was cupping the side of Peter’s face tenderly, thumb stroking over the edge of a healing bruise with infinite gentleness. The black that had swallowed his vision for so long was gone; the world came back in soft, blurry edges as early morning light filtered through the safehouse curtains. Peter blinked once. Twice.

His eyes refused to focus properly at first; everything felt soft and slow, like his mind was still wading through thick water as he began to tune into his body again. Every muscle ached in a deep, all-encompassing way that had nothing to do with battle injuries and everything to do with what he remembered from when they arrived home. The glands on his neck throbbed with a pleasant, searing ache, and his spinnerets felt oversensitive and raw as they tingled faintly. He noticed he was clean, mostly, and wrapped in a soft blanket that smelled like laundry and warmth. As he relearned how to move his body, Frank continued to speak soft reassurances in his ear,

”That’s it baby, you’re alright. You’re safe, M’here, I’m right here sweetheart.”

Peter realized through his syrupy after-fog that Frank must’ve been terrified when Peter passed out, and that these reassurances are half for Peter, and half for Frank.

As Peter sluggishly tried to recall what had led up to him losing consciousness, all he could pull out were broken pieces of memories from the night; he knew he’d passed out near the end as he remembered Frank cuming inside of him, and he knew he came a lot—way more than is probably considered healthy, and he distantly remembered two fingers near his pulse point right after his arms and legs gave out. He distantly remembered soft words of reassurances and ‘I’m sorry’s’ echoing around his head. He realized that Frank must’ve carried him to the bathroom and then the bedroom, definitely remembering not starting their night on this warm, comfy bed.

Peter’s thoughts were still loopy when all of the memories finally flooded into his brain all at once.

The fight with the villain, breaking his inhibitor, the subsequent heat that followed, the way he’d lost control, his crying and begging, the fangs, his webbing, calling Frank alpha and demanding to be bred like some feral dog—

Peter’s face crumpled.

A broken, wet sound left his throat before he could stop it. Tears welled hot and instantaneously as he tried to curl in on himself, trying to make himself smaller against Frank’s chest while hiding his face. Peter’s shoulders shook with the force of the sobs that tore free, voice coming out thick and unsteady, still half-lost in the leftover fog that enclosed his mind.

”M’so-so sorry Frank, I don’t-I didn’t mean—I couldn’t stop it I—I’m sorry, I scared you, I know I did. Fuck! I’m so sorry, I was so out of it—I didn’t even know what I was saying I—“

One large hand slid into Peter’s hair, gentle but firm, tipping his face up and thumbing over his cheek gently. He leaned in and met Peter’s lips with his own—slow and careful—devoid of the ravenous hunger from earlier. He kissed the apology away, tender and loving before he moved his lips to kiss away stale tear stains on his cheeks, then moving again and pressing soft, chaste kisses along his claimed scent glands. When he pulled back, Frank’s voice was steady and low,

”Stop, kid. You don’t need to be sorry for this, Ya hear me? Your inhibitor broke, it wasn’t your fault.. You needed help, I was here—that’s it okay? End of story, so stop beatin’ yourself up ‘bout it.”

Peter’s breath hitched on another sob, harder this time after the words left Frank’s mouth. The words sank in slowly, like they had to travel through the last of the static before they finally landed. Frank kept talking, soft and continuous as one hand cradled the back of Peter’s head.

“I know you weren't in control, I know. You were so scared, but s’okay now. I got scared too, y’know—when ya passed out on me—for a second I thought that–” He cut himself off, jaw tightening as the leftover anxiety began to bubble again. He brought his gentle thumb over Peter’s cheek once more, brushing away another tear.

“But you’re okay–We’re okay. We’re safe and we’re gonna figure out the inhibitor shit together. No more prayin’ on a chip the size of my toenail and hopin’ everything’ll just work out, we’ll get you something better—something that actually works—In the mornin’ though, right now–” Frank shifted them carefully until the smaller boy was curled into a tight ball beside him, Peter tucked securely against his chest with one of Frank’s heavy thighs thrown over both of Peter’s for good measure. He pulled the blanket higher around them, tucking it carefully around Peter’s shoulders, and pressed a final kiss to his forehead. 

“Right now we should sleep—I’ve got you, you’re not going anywhere, and neither am I. We’ll face the rest when the sun’s up properly, alright?”

Peter’s answer was a tiny, exhausted nod against Frank’s collarbone followed by a yawn. The last of his tears slipped free, but the panic was already easing under the steady weight of Frank’s weight and the quiet certainty in his voice. The older man’s rough hand stroked slow, grounding patterns up and down Peter’s spine, especially careful around every healing bruise. His voice stayed a low, continuous murmur of soft encouragement, the words washing over Peter like a warm shower.

“There ya go, just like that baby. I’ve got you, my little spider, you’re home, sleep.”

Peter let the words carry him under, eyelids closing heavily as sleep finally consumed him, letting go of all of his anxieties and trusting in Frank’s words; 

I’m okay, I’m safe, We’re okay.

They’ll deal with the rest tomorrow. Together.