Gwen Stacy has been captured by a very horny Doc Octo-cock and he uses her as fresh bait to lure Spiderman! He arrives just in time, as the Doc is fucking her with his many tentacles. After defeating him Gwen notices he still has a huge erection from watching her doing it with the villain, so she eats his dick and lets Spidey fuck her hard! Spiderman blows his load all over her big tits and face, and then takes her back to his place so he can keep fucking her!