“Doc...” Peter Parker gasped. “Your tentacles.”

“Does that feel good Peter?” Otto asked as the mechanical arm that was stroking his cock twisted its fingers in a way that no human would ever be able to.

Peter groaned, and found himself trying to arch up into the touch again, but the arm that was wrapped around his torso still kept him down, and after a few more strokes and gentle touches from Otto he found himself turning into a whimpering mess again.

“Peter, I asked you a question,” Otto said, his human hand gently squeezing Peter’s thigh and helping him focus.

“What?” Peter murmured, trying as hard as he could to remember if he had heard Otto say anything.

“You like this, don’t you?” Otto said, before the mechanical hand around Peter’s cock twisted again, this time summoning a loud scream from the back of Peter’s throat.

“Yes,” Peter gasped.

“You like the feeling of these arms touching you?” Otto asked, the words accompanied by another twist.

Peter groaned.

Part of him didn’t want to admit how good they felt, if only for the sake of Otto’s health, but the truth was that they felt absolutely amazing, although Peter suspected that at least part of the pleasure for him came from the man controlling them.

“Yes,” Peter admitted. “God Doc, they feel amazing.”

“Do you want more?” Otto asked.

“Yes,” Peter said, almost sobbing as he spoke.

The smirk that appeared on Otto’s face in response to that might have been enough to make Peter worry had the situation been any different.

As it was it made a shudder run down his spine and his heart skip a few beats.

The arm that had been jerking him off moved away from his cock, as did the hand that had been cradling his balls.

It seemed like the exact opposite of both what Peter had wanted and what Otto had promised, and he heard himself let out a really embarrassing whine as Otto’s hands retreated.

Otto’s human hand trailed slowly down the inside of Peter’s thigh, until it was mirroring the position of his other hand.

He now had one hand resting on the outside of each of Peter’s thighs, and his thumbs began moving in slow, gentle circles to caress the skin there.

Peter’s now neglected cock twitched helplessly against his stomach.

He had almost made up his mind to try and break free of Otto’s grip in earnest, if only so that he could attend to his erection himself, when the mechanical arm moved closer to Peter’s body once more, only this time aiming just a little lower than it had previously.

Peter knew that the arms were more malleable than they looked, but there was a difference between knowing that, seeing them in action, and feeling them ever so slowly press inside of his rear, the digits gradually stretching out and entering him.

“Oh Peter,” Otto practically purred, as the fingers of his mechanical arm started to twist and stretch inside of him. “You look so beautiful like this.”

Peter was stunned, and not just by Otto’s words.

He looked beautiful with a hand full of mechanical fingers entering him and stretching him open?

Oh god.

He didn’t know whether that was embarrassing or flattering or something else entirely, but he did know that the mechanical hand felt surprisingly good as it slowly worked its way inside of him.

Surprisingly good turned into unbelievably, mind-shatteringly good as one of the fingers brushed against a certain spot inside of him, making Peter scream.

“Ah,” Otto said, drawing the sound out until he was practically purring again. “There we are.”

After that the fingers in Peter’s rear seemed to hone in on that spot, stroking it and pressing against it relentlessly, until he became little more than a writhing, begging mess.

He had a brief moment of strange coherence during which he realised that Otto hadn’t even taken his clothes off yet, which didn’t seem fair to him at all.

Peter felt as though he was about to explode with pleasure at any moment.

All it would take was something tipping him over the edge and then he would be screaming and coming and he hadn’t even had the chance to touch Otto or give him pleasure in return.

It didn’t feel right, and he moaned, partially at the unfairness of it all, and partially because the mechanical hand was still relentlessly assaulting his prostate.

“Oh Peter,” he heard Otto murmur above him, his voice full of what sounded like awe, but that couldn’t be right.

When Peter opened his eyes however he saw Otto staring down at him, devouring him with his eyes as though Peter was the most incredible thing he had ever seen.

It was humbling, and arousing, and it just made Peter want to touch Otto even more.

Peter knew that the older man wanted more.

He had to.

Peter had felt Otto’s erection earlier and knew that the older man had to still be rock hard beneath his jumpsuit.

“Doc please!” Peter gasped, wanting to touch or kiss or at least feel more of Doctor Octavius’s skin pressing against his own.

Peter heard the sound of a zipper being undone, and then the rustle of a thick fabric, and when he opened his eyes and looked up at Otto he discovered that the other man had undone the front of his jumpsuit.

Removing the whole thing was probably complicated while the arms were installed, but luckily they didn’t need to worry about that at the moment, because it turned out that the zipper at the front of the jumpsuit, the one that Otto Octavius had just undone, went the full length of Otto’s torso; all the way from his neck to somewhere between his legs.

Peter knew that he probably shouldn’t find that arousing, but he was having difficulty finding anything about Otto Octavius that wasn’t arousing at this point.

Otto had already pushed the hem of his briefs down, allowing his cock to slip free of its confinement.

He was palming it idly as Peter watched, stroking the already erect length a few times as he stared down at Peter, his gaze fixed on where the mechanical arm was still stretching and thrusting inside Peter’s hole.

Peter whimpered, already anticipating the feeling of Otto inside of him and wishing, not for the first time, that he had the use of his arms.

He wanted to reach out and stroke Otto’s erection, or pull him down for another kiss or any one of a dozen different things that were currently denied to him.

The mechanical arm retreated from Peter’s hole, causing Peter to let out another whimper at its loss.

It moved to hold Otto’s weight as he leaned closer to Peter, guiding his cock to Peter’s rear, and as soon as Peter realised what was happening he found himself letting out a stream of desperate babbling.

“Oh god yes Doc,” he gasped. “Oh god yes. Please Doc. Please. Otto!”

The last exclamation came as Doctor Octavius thrust his erection into Peter in one swift movement that left Peter seeing stars.

There was little doubt in Peter’s mind that such a sudden movement would have hurt, if it hadn’t been for the thorough, almost excessive stretching that Otto’s mechanical arm had engaged in.

And he was thankful for it.

So thankful.