Gwen Stacy sat in her room when a pink and black portal appeared on the ceiling. She was in her Spider costume so she tried to stop herself from being sucked up. Nothing worked and Gwen was sucked into the portal, she went through a colorful array of univeres until she landed in an white office room. Gwen looked around confused, she saw a name tag on the desk and looked at it, it said Olivia Octavius on it. She knew the name but only for Dr Octopus who was a guy. Her Spidey senses told her someone was coming, she leaped and stuck to the sealing. Someone opened the door, a white middle aged woman with frizzy hair in a lab coat and yoga pants walked in and sat at the desk. Gwen's stomach rumbled, she hasn't eaten since she ate Black Cat. At that moment Kingpin enterted the room.
 "Is my Collier done yet" said Kingpin
 "Its almost done we just need to run some diagnostics so it doesn't kill everyone" said Olivia
 Kingpin narrowed his eyes at her and got really close
 "Hurry the hell up" said Kingpin
 He then left and Olivia went back to typing. Gwen didn't even know how she got there and maybe this women knew. Gwen unsticked from the wall and stood in front of women. The women looked up from her computer to see Gwen.
 "Um, a Spider women" said Olivia
 "Yes but they call me Spider Gwen but that doesn't matter." said Gwen
 Gwen took her mask off, her short blonde hair moving a little.
 "I transported from a weird hole they just appeared and I think you can help" said Gwen
 Gwen worked a lot of the fat she gained from black cat but rements could still be seen on her breasts and thighs. Olivia looked up and down Gwen and smiled.
 "I think you came to thr right place" said Olivia
 At that moment her clothes ripped off revealing 4 elastic octo arms she built and a tight leather suit.
 "Oh shit you are the doctor octopus" said Gwen jumping back
 Olivia charged at Gwen but she jumped up. An octo arm swatted Gwen away. Gwen shot a web at an arm and ensnared it. Gwen quickly ensnared all 4 of the arms and a swift kick to Olivias face brought her down. Gwen ripped the arms off the suit and grabbed Olivia by the straps.
 "Okay lady how do I leave" said Gwen
 Olivia laughed
 "I don't know, so looks like your staying." said Olivia still laughing.
  Gwen looked down defeated when her belly growled again, she was starving. Gwen looked up at Olivia again and thought of something great.
 "Since I'm stuck here I think I'll eat" said Gwen
 Olivia stopped laughing and watched Gwen open her mouth super wide.
 "Uh oh"
 Gwen slipped Olivia's head in her mouth. Gwen hasn't tasted something so sweet and she needee to have this women in her stomach now. Gwen gulped her head down, then her neck and reached her large boobs. The melons reached Gwens tongue and Gewn made them as hard as possible with her tongue running against them. Gwen gulped the beauties down and reached around to feel Olivia's thick ass pushed against it to get more of Olivia in her mouth. The tight stomach went passed Gwens lips and soon Gwens belly started bulge. Olivia was in shock and didn't struggle, this was new for her and she kinda liked it but didn't want to be digested. Gwen got the thick ass in her mouth and licked Olivia's pussy, Olivia moaned and soon cummed in Gwens mouth giving her more flavor. Gwen gulped her ass down and sucked on her thighs. Gwen wanted it all though and slurped the nice legs up and sent Olivia to her doom. Olivia balled up in the tight stomach and pushed the walls a little making acid drop on her. Gwen stuck her tongue out satisfied with her catch.
*Buurrrp*
Gwen loudly belched signaling the guards. Gwen put her mask on and jumped out the window and swung through the trees. Her belly groaned and swayed to the side with each swing. When Gwen felt safe she landed and sat down.
 "Oh man you tasted so good" said Gwen
 Olivia couldn't feel most of her body but she didn't mind since the walls pulsing around her felt good. The acids kept rising and rising making Olivia worry but soon she passed out. Gwens stomach let out a happy gurgle. Gwen took her mask back off and felt Olivia getting softer. Olivia started to break apart and melt down. Digestion was at its prime at the moment, within a few minutes Olivia was nothing more but pieces and mush sloshing around. Loud groans echoed through the woods and her belly shrank. Gwens tits grew to size F's and her ass almost broke from her suit but she made it so it wouldn't. Gwen got nude and looked at her huge nipples and licked them. A sharp pain was at her anus. Gwen squatted on the ground and squeezed. A large log of shit slithered out and coiled on the grass, some hair was mixed in. It fell from her anus and another soon came. This one really streched her ass out. Big but smaller logs plopped making the pile bigger and bigger. Olivia's skull came out and was promptly buried in feces. Gwen wiped with some leafs and dressed back up. Gwen spanked her fat ass and looked at the pile happy