When Ock Attacks

Marvel Marvel (Comics) Marvel 616
G
When Ock Attacks
author
author
Summary
The Handler has been apprehended, but that doesn't mean the heroes' troubles are over. Something is up with Doctor Octopus and his many metallic appendages. Spider-Man, Luke Cage, and Agents of Atlas Brawn and Sword Master all experience the most humiliating day of their lives in this story set in the Avenger's ASSemble universe.
Note
Many thanks to PrinceC for this fic set in the aftermath of Avengers ASSemble. Check out his account for many more great ENM stories (including superhero ones!): https://archiveofourown.org/users/PrinceC/

Otto Octavius, the notorious criminal known as Doctor Octopus, stood in his lab. Two of his tentacles were lifting him to an elevated drawing board, tacked with loose sketches of schematics and chicken scratch notes. The other two were twisting and reaching around, playing around and tinkering with various bric-a-brac. It had been quite some time since he’d had a well thought out plan that wasn’t just typical criminality.

However, he noticed he was running low on funds. Perhaps a trip to the bank was called for. Besides, he needed some fresh air. Genius couldn’t operate without some oxygen flowing. He nodded in agreement as his top right tentacle clicked out some message only he could understand. Tossing his tools to the side, he scooped up his trench coat and left his lab in a flurry.

* * * * *

Doc Ock strolled into the bank, acting like a typical patron. With his trench coat and fedora to disguise him he patiently waited in line. Bank robberies always were so simple, almost laughably so. Pretend pretend, wait for his tentacles to be in reach of where he knew the vault to be, then strike and get out before any of the many heroes in New York came to stop him.

Depending on the hero and any personal issues happening in their lives, he could even succeed in his heist if one of them did show up. Let’s be honest though, it would probably be Spider-Man. It always seemed to be Spider-Man. The chatty webslinger was a constant thorn in his side – and that was on top of the actual chronic pain in his sides from the accident that’d fused his tentacles to his body. Always with more quips than people in New York. It aggravated Octavius to no end.

Yes. Spider-Man with his chatterbox mouth. Those sinewy arms, broad shoulders, and the tightest butt he’d ever seen on a hero. Muscular with just enough softness to jiggle beneath the spandex blend of his costume. Doc Ock could count the number of times that ass came within sniffing distance of him with the hero’s slapdash fighting style, taunting him as much as his mouth did. Yes, that plump little rump deserved to be grabbed and bent over, pummeled into until the cheeks turned as red as his spandex...

“Uh, sir? Line moved,” a man spoke up from behind him. Otto blinked underneath his dark glasses. He flashed an unsettlingly faux-polite smile at the man and stepped forward. He didn’t know where those thoughts had come from. Yes, he wanted to lord his inevitable victory over the webslinger. But never in his many years of villainy did he imagine that taking the form of... spanking him.

Nevertheless, Doc Ock’s mind continued to wander. He imagined him and his tentacles working in tandem, stripping the spider of his costume, and taking a hand or, better, a claw to those perky pale cheeks. Spider-Man would no doubt beg for mercy. Or perhaps he’d babble incoherently, sobbing from the pain deservingly wrought upon his behind until it was raw and tender. Or perhaps he would… beg for more? Now that was an intriguing thought. Lost in thought, Otto stepped forward again and accidentally bumped into a young man in front of him.

The man was roughly the size of Spider-Man. Similar build, too. Otto’s gaze lingered lower, admiring the view of the stranger’s butt in his jeans. It was nothing compared to the hero, but… He shook his head and tried to look somewhere else. There was a teller off to the right, digging through a filing cabinet for something. Now his ass was far rounder and fuller than Spider-Man’s. A true bubble of a butt. The way it stretched the soft cotton trousers as he shifted his weight was delectable. The more he took in his surroundings, in fact, the more Doc Ock noticed how tempting the rear ends of so many men were.

It was like each man was a walking target. Or rather, two of them. From tight ends to big bouncy buttocks, everywhere he looked they were calling to him. Teasing him. Practically begging to be bent over and ravaged. The more Otto looked around, the more the strange feeling bubbled up within him. His fingers were practically itching to lay down some torment on the men’s butts. Finally, something snapped. Like a rubber band stretched too tight, his entire demeanor shifted as a chill ran down his spine and straight to his ass.

“Yes, I think you’re right,” Otto replied to a tentacle under his breath. “It shouldn’t just be about money. Though… oh yes, good point. Very well then.” He stepped towards the man in front of him. “Excuse me. I think you dropped something.”

The young man took out his earbud. “Sorry, what?”

“I said you dropped something.”

“No, I didn’t—Hey!” He didn’t have time to react as his sweatpants were yanked downwards suddenly. A bad day to go commando, as his ass bounced out. “What the hell, man!” He attempted to reach down to pull them up, but his wrist was grabbed by Doc Ock. “Let me go!”

His protests fell on deaf ears as the supervillain pushed him over. The other people in the bank began to crowd. They thought it was some prank at first, but it was clearly starting to escalate. “Oh that’s a shame,” Octavius said, “I’d much rather have done this one on one. Guess you’ll all get your turns then.”

His tentacles burst out from his trench coat. People screamed and ran to get away, but he was stronger and faster. Customers and workers alike found themselves thrown against each other and falling, senseless. The lone security guard fired shots. The bullets clinked uselessly to the floor after hitting the tentacles straight on. Octavius casually strolled to his first target, who was still struggling yo pull up his pants.

Without even saying a word he sat down on a desk and picked up the young man. He bent him over his lap, appreciating the butt wobbling and squirming in front of him. He lifted his hand and brought it down with a mighty CRACK! The man yowled. His struggles to get away only resulted in the hand hitting a new spot when it came down again. Then again, and again, and again. Over and over the poor guy had the doctor’s hand come down on his backside like a thunderbolt.

While Doc Ock dispensed the open palm spanking, his tentacles were causing chaos elsewhere in the bank. They zipped around the crowded lobby, knocking men to the floor. Some of their pants were simply pulled off along with their underwear. Others had the seats ripped to shreds by the claws. The poor security guard who’d deigned to stand his ground was fortunate to keep his underwear… if only for the sake of it being yanked above his head in a painful atomic wedgie. “OWWWW!!”

The teller with the big ass had his trousers shredded, revealing a lacy mesh number. Doc Ock smirked when the tentacle whirled back to tell him the news. “Is that so? Guess he had something special planned today. Something special indeed.”

The man on his lap was soon reduced to a moaning mess. He was tossed to the floor, groaning and rubbing his cherry red cheeks. The teller screamed in horror as he was selected next, and he tried in vain to hold on to something, anything, but was pulled over the villain’s lap in a matter of moments. Those terrified screams soon turned into howls of pain and, perhaps, the slightest hint of pleasure. Doc Ock let him keep his pretty lace panties, which offered no protection anyway, and swatted the fellow’s cheeks to make them wobble and jiggle. He picked up the pace too, using both hands this time to play his ass like a pair of juicy bongos.

The clap of that ass getting spanked with such force echoed through the bank. The pantsless men in the building blushed, mostly for themselves, but also due to the borderline lewd noises the teller was forced to make as his butt was struck over and over. Doc Ock’s tentacles clicked and hissed in his ear.

“Don’t be jealous. You can do this too, you know.”

Sounds that seemed like happy noises emitted from the mechanical appendages. They shot off in different directions to wrap around the waists of men and yank them into the air. More screams were added to the chorus as hard metal slammed across a variety of helpless bare butts. The men’s arms swung in attempts to free themselves, but their fighting died down when the tentacles lifted them to dangerous heights. Like vulgar party streamers, the poor men’s dicks swung around with each resounding CRACK to their asses.

By then, Doc Ock had had his fill with the teller with the fat ass. He tossed him unceremoniously onto where his first target lay. The two of them groaned as they collided, sore butt making contact with sore butt. He pulled another man over, while his tentacles proceeded much faster through the men. There was hardly a man present who didn’t get at least a dozen stinging thwacks to his bared backside. The security guard was released from his wedgie, only for all his clothes to be shredded except his hat. He yelped as the tentacle came down with full metallic fury on his hairy rear.

“Ohhhhh! I knew I shoulda gone back to school!” he howled.

“You know, when I first heard the report I didn’t believe it,” came an all-too-familiar voice from high above. “I thought, ‘Surely there’s no way that the Dr. Otto Octavius is giving spankings to men at a bank.’ Good thing I’m not a betting man, otherwise I’d have owed Johnny a rack!”

Spider-Man hung from the ceiling, talking down to him. Literally. Octavius growled. He and his tentacles immediately dropped their current spanking victims, offering them some reprieve. The four held aloft by the tentacles screamed as they fell. The webslinger was quick as usual; he shot out four webbed trampolines to catch them before they had worse things to deal with than a spanking.

That’d been a feint though just to get him in range. Spider-Man dodged as the tentacles shot at him like fluid javelins. One came a little too close to his mask for his liking. “Woah, hey Doc! You could poke someone’s eye out with that!” He swung right by one of the guys he’d saved with his webs. “Actually, you could poke someone’s eye out with that.” The guy blushed and awkwardly tried to pull his shirt down to cover his embarrassing erection.

Chuckling at the poor man, Spider-Man didn’t even realize his Spidey-Sense was tingling until it was almost too late. He leapt out of the way and a tentacle slammed into a nearby wall, reducing it to rubble. So began the familiar dance as he jumped and dodged Doc Ock’s tentacles coming at him at full force. The men in the bank cowered, trying to protect their sensitive exposed parts from more damage and potential cuts from broken glass and shrapnel.

Two tentacles thrust out simultaneously, nearly pinning Spider-Man to the wall. He narrowly evaded them both, but not without taking some damage. The front of his costume was slashed, tearing right through the spider logo in a diagonal slash. His right nipple was exposed as was most of his left pec. The other tentacle had sliced right through the seat of his pants. When they pulled away from the wall, the tentacle that nicked his pants held the torn scraps of his Fantastic Four printed briefs.

“Oh come on, not again!” Spider-Man whined. “Why is it always my butt? And on laundry day too! Ugh, I’m never going to hear the end of this from Johnny.” He didn’t have long to complain though. The tentacles went back on the attack. He leapt over and dodged them, trying to avoid the sharp claws at their ends. He could feel the stares of the civilians watching his bare ass bounce around as he ducked and dodged.

“Something about today. I never noticed how nice your... butt was, Spider-Man,” Doc Ock spoke calmly. The tentacles were doing most of the work, while Otto kept his distance. “Then again, I never really noticed butts before. At least not male ones. But I must say, your suit is very deceptive. I thought your rump was a lithe little thing, considering your slender but muscular frame. But I stand corrected. It is quite voluptuous, not unlike this teller here. Tell me, have you ever worn lace panties?”

Spider-Man’s eyes bugged out behind his mask. He felt like he was dreaming – which would at least explain his public nudity at the moment. But he most definitely was not asleep, and those words were actually coming out of Doc Ock’s mouth. It was jarring and more than a little embarrassing for the villain to carry on their usual banter, except with the sole focus being on his ass.

“Look, I appreciate the compliment. But if you wanna see this,” he said, giving a cheeky flash of his butt to his opponent. “Then you’re just going to have to use photoshop or your imagination like everybody else in this city!”

With that Spidey thwipped a couple of webs towards Ock’s face. The tentacles had been giving him a run for his money, and he needed some time to recollect and regroup. Two of them retracted back and blocked the webs. The other two were poised like cobras on either side of the friendly neighborhood hero. If he timed it right…

The tentacles charged forward, hoping to sandwich Spider-Man between their claws. But he shot webs up to the ceiling and vaulted vertically. He launched upwards, dodging the attack almost completely in full. At the very last second though the right tentacle curved upwards and closed around his ankle. His Spidey sense rang like an alarm but it was too late.

He was slammed onto the floor of the lobby like a rag doll. Doc Ock chuckled, looking at the exposed ass of the hero looking so perky and vulnerable. Spidey groaned as he was dragged towards the mad scientist, his face smooshed against the floor tile. But before he reached his destination he snapped out of it and quickly shot a web at the wall to fling himself out of the grasp of the tentacle – though not before it tore his suit, baring the entirety of his right leg.

“And this was my spare costume too!” Spider-Man whined.

He perched on the wall, shooting dozens of webs at Octavius in an attempt to bring him down quickly. But the tentacles went into attack mode, opening up their claws and spinning like sawblades. His webs were cut and sliced before they even got close to his opponent. Doc Ock just smirked as he lifted himself up with the other two tentacles. It was becoming a real fight now.

Spider-Man hastily crawled away just as a tentacle rammed its way into the wall. He looked back to see just how close it’d come. That turned out to be a mistake. With his head turned, he wasn’t fast enough to react to the tentacle coming around from his front. His eyes widened just as the heavy metal slammed into his chest, knocking him out of the bank like he was a home run for the Yankees.

Spidey felt woozy. He stood up, his hands out to steady himself. Doc Ock casually broke through another portion of the wall as he followed him out, totally ignoring the many holes that’d already been made during their battle. Collateral damage had ceased to have meaning, as well as his original purpose for entering the bank. He no longer desired money. He had something far more valuable in his sights: the naked bottom of Spider-Man.

Resolutely, Spider-Man got into position, the signature squat with his leg extended and web shooters at the ready. It was at that moment that Spider-Man felt just how exposed he was. Yes, he’d been aware that his butt was hanging out. But now with the right leg of his costume missing, he could feel the breeze entirely on that side. Said breeze could also be felt on his balls, meaning that they were exposed too.

He twisted and turned, trying to inspect the damage. “Dang it, Doc! Forget paying for my dry cleaning, you’re paying for a new seamstress!” A tree was flung at him, which he jumped out of the way of. Bystanders cheered as he webbed it before it could do any more damage. Then they noticed his ass and started to giggle. “And maybe my therapist too,” Spider-Man grumbled.

But at least not everybody was there just to get their jollies. From out of the crowd stepped a familiar face. “Need a hand?” Luke Cage asked. “...Or some pants?”

Spider-Man rolled his eyes. “Here I thought I was supposed to be the funny one.”

But with two heroes working together, they could at least gain some ground on Doc Ock. Luke wrangled two of the tentacles, locking them under his enormous biceps in a vice grip. That gave Spider-Man the perfect opportunity to go for the villain himself. With his back two tentacles acting as his mobility, Otto had left himself exposed. Spidey came in with a flying punch.

It didn’t land.

In a surprising turn of events, a single tentacle was enough to sustain the balance and weight of Doc Ock. The other tentacle wrapped itself around Spider-Man’s arm, shredding the fabric with its claw like scissors on wrapping paper. The blue and red fabric came apart like ribbons. Spidey grunted as a regular punch from Doc Ock knocked the wind out of his gut.

The tentacle wrapped itself around both of his wrists to forcefully yank them upwards. Spider-Man hung completely at Doc Ock’s mercy. His entire left arm and pec was exposed, thoughtfully balanced with the missing right leg. He tried to kick, but was only met with the other tentacle wrapping around his ankles. Doc Ock was fully standing on the ground now, enjoying the view of Spider-Man’s toned physique wriggling like a worm on his hook.

“Wha-Hey! At least do your villainous gloating to my face!” Spidey complained as he was spun around. He knew Otto was standing close to his exposed ass. Very close. Close enough that he could feel the exhale of his nose, tickling the light brown hairs that were sparse on his cheeks.

A loud crash from the distance distracted both of them. The other two tentacles Luke had been wrestling with had broken free from his grasp and knocked him through the window of a nearby store.

“Luke, buddy, you okay?” Spider-Man called out. He yelped as Doc Ock took a moment to swing at his rear-end, slapping it hard enough to make him swing in the air. His cheeks wiggled, ricocheting off each other as they sprung back into place before another hard and heavy SMACK! came across them. “OW!”

“Yeah, just peachy,” Luke grumbled to himself.

Somehow his shirt had gotten torn in the collision, showing off most of his upper body. Luke just tore the remains of the flimsy yellow fabric off to fully bare his massive frame. There was a split second before a tentacle came crashing through the window at him. He grabbed the first thing he could use as a weapon. He held it up, and paused. It was a comically oversized rubber dildo. He’d been thrown into a sex shop.

“Sweet Christmas!” Another tentacle came in for the kill. With no other choice, he wielded the dildo as a sword. The rubbery shaft bounced and flopped ridiculously with each hit against the metal tentacle. In the distance he could hear Spider-Man’s cries and yelps of pain whenever Doc Ock’s hand hit a sensitive spot. Luke rolled his eyes. Leave it to Spider-Man to get spanked at a time like this.

At that moment though one of the tentacles did a sweep at his legs and knocked Power Man onto his own ass. Luke found himself lifted into the air, dangling from his foot. He yelled out as he was forcefully yanked from the sex shop and back into daylight.

“Now Spider-Man. All that chatter you do, and you didn’t tell me the mayor was here? Please forgive my faux pas, Mr. Cage.”

“What did you want—OW!—a formal announcement? It’s just-OWW!—Luke— YEEEEOWWWW!” Spider-Man howled like an old cartoon character as Doc Ock’s hands came down on his cheeks, leaving glowing hand prints on his wiggling booty. “Geez, and I thought Kraven was a spank happy bastard! Just yesterday he—OUCH! OwowowowOW! Oh, nevermind!”

Luke merely dangled there watching the ridiculous display, trying to muscle his way out of the tentacle’s grip but to no avail. His abs glistened from the sweat of his exertion. With the two heroes caught, the last tentacle was doing its own thing rummaging through the sex shop. It made a few clicking noises in excitement as it came across some items.

“You won’t get away with this,” Luke threatened. “We’ll bring you to justice.”

“I admire your confidence, Mr. Cage, but it’s clear I have the upper hand in this situation, both literally and metaphorically. Just wait your turn however and I will test how indestructible your skin really is.”

Luke didn’t have to wait long. While the doctor continued to bring his palm down on Spider-Man’s sweet, bouncy cheeks, the tentacle returned. It made its presence known with a loud and resounding THWACK! on Luke’s still-clothed behind. It’d brought back a seemingly ordinary frat paddle, one that wouldn’t look out of place on any college campus.

Whatever it was made of was far stronger than wood though. It cracked against Luke’s butt without breaking. The tentacle was also strong enough to deliver enough force to actually make the tough man wince. His pants were pulled down – or up, as he was still hanging upside down – and his toned glutes revealed to the world. His dick flopped out unceremoniously too, eliciting more than a few ‘ooohs’ and ‘aaaahs’ from the growing crowd as Luke’s entirely naked form was exposed. He grunted as the paddle made contact with his bare cheeks. His face felt hot as he felt his cock bounce with the blow as well. Gritting his teeth, he braced for the next hit, and the one after that. Sweet Christmas. At this rate it wouldn’t be long before he started making his own pained shouts.

“Oh yes, my hands were getting tired, thank you.”

Doc Ock took another paddle from a tentacle and felt its weight in his hand. It felt nice. It would do very well. He glanced over Spider-Man’s stretched out body, his back muscles flexing underneath his suit. His bare butt looked like a cherry from how red it was, perfectly round and tender with that still-present handprint showing a lighter pinker shade. He squeezed the cheeks, cupping them with his hands.

Spider-Man let out a little moan. Curious at that reaction, Otto continued to knead the pert butt stretched out in front of him. Did the hero just arch his back into his touch? Fascinating. If this was his reaction to a spanking, he wondered what a true paddling might get him to do. In short order he met Spider-Man’s slight turn of submission with a heavy blow from his paddle.

Soon enough the street was filled with the sound of the two heroes’ cries and yells. But despite the loud crack of paddles slamming against muscular behinds, there wasn’t a noticeable break in the rest of the street noise. It was still New York after all. People had places to be, even with a super-villain publicly spanking two superheroes.

“Hey buddy! Can ya move dis fetish party somewhere else? I gotta delivery to make!”

The poor schmuck didn’t even get time to react. The tentacles paddling Spider-Man and Luke Cage rearranged themselves so only two were needed for that task. The other two ripped the driver’s door off his delivery truck and yanked him out of it. The man’s clothes were instantly shredded to ribbons and his ass felt the full fury of Doc Ock’s tentacles lashing across it until he was bawling at the top of his lungs. Once his spanking was over he was let go and allowed to run off naked down the street, ass too hot to sit in his truck anymore. That done, the doctor returned his attention to the captive heroes. Their spanking hadn’t even been interrupted.

“Hm. I don’t think it’s fair that Mr. Cage here is naked, while you still get to keep some of your dignity, Spider-Man. Let’s rectify that.”

“No, no. Really you don’t need to—aaaand I’m naked. Thanks for that.”

Spidey blushed behind his mask. It wasn’t the fact he was completely naked in public for the umpteenth time now. It was the fact he was naked and also totally hard. His boner swung out, slapping upwards against his stomach before rebounding and jutting straight out. Bricked up beyond belief with a cock just as throbbing and red as his butt was at this point.

He couldn’t make eye contact with Luke, choosing to glance away. But with his friend’s naked body less than five feet away, he couldn’t help but steal glances and notice that Luke wasn’t as unaffected as he thought. Certainly not ramrod hard like his was, but Mr. Mayor was definitely at a decent semi chub.

“Fascinating. I wonder if this was already part of your kink makeup, or if this was something that developed after your encounter with… Yes. I remember him. Fascinating fellow,” Doc Ock mused to himself. “Surprisingly formidable, but very charismatic. No, no. I don’t think… Well, now that you mention it...”

He continued to ramble and mutter to himself and his tentacles as he stepped closer to inspect the two heroes' bodies in greater detail. The tentacles spun them like rotisserie chickens, allowing Octavius to examine everything at his leisure. He reached out and squeezed their cheeks, earning moans and groans from the both of them.

Despite the humiliation though, Doc Ock was surprisingly gentle with the asses he’d just been pummeling. Luke and Spider-Man couldn’t help but squirm and moan, attempting to wriggle out of his touch. But their best efforts only succeeded in shifting their asses even further into his palms. That earned them two swats each on their cheeks, making them yelp.

Doc Ock compared the two butts. One was bright red, the other gleamed with just a tinge of color, the dark and impenetrable skin making the damage less obvious. But another squeeze of those glorious butts led to more loud and embarrassing moans of pain (and perhaps pleasure) from both, proving they both felt the sting of their spanks.

They were spun around so he could admire their fronts. The difference between their two bodies was more palpable there. Luke was obviously the bigger man compared to Spider-Man. Indeed, Power Man quite lived up to his name. He was a massive and broad slab of meat in every way, with enormous pecs and chiseled abs. In comparison, Spider-Man was slender and more toned. His pecs were nice, though nothing compared to the mountains on Luke Cage. His abs were defined, but he wasn’t flaunting an eight pack with defined ridges and valleys.

“Penis size is comparable to their body types,” Otto said said into his recorder. His tone was clinical and orderly as his scientific mind worked. “While Mr. Cage is not fully erect, my estimations would put him at maybe seven and a half, possibly eight when aroused. Spider-Man is slightly below average - maybe five inches.”

“That’s completely average!” Spider-Man interjected. His outburst was met with another tentacle slap to his ass.

“In terms of girth, Cage has the Spider beat by a significant amount.”

“Who the heck measures in girth? OWW-Mmmmphmm!!” Another spank, while another tentacle found Luke’s discarded underwear and stuffed them into Spider-Man’s mouth, shutting up the friendly neighborhood hero for good. All the while, Luke just flushed profusely in both rage and embarrassment. He was a confident, sexy guy, sure, but the way Doc Ock described him… He shivered.

He opened his mouth to rip Doc Ock a new one, but he only got Spider-Man’s briefs rammed between his lips for his trouble. Now both heroes were gagged—and gagging.

“The question is, will they achieve orgasm through spanking only? Or will further anal stimulation be required?” Octavius pondered, while the two trapped heroes gave muffled protests as loudly as they could. “If only I had a control group. Ah well. Let’s run some more tests, shall we?” He held the two paddles in his hands. His captives could only scream through their gags and try in vain to break the tentacles’ grips, bracing their already sore asses for more torment.

* * * * *

Amadeus Cho, a.k.a Brawn, and Lin Lie, a.k.a. Sword Master, two of the recently minted Agents of Atlas, were getting bubble tea in Manhattan when they came across the most interesting scene. Neither were native New Yorkers, but were still pretty sure such a sight wasn’t common. In the middle of the street there was a man with metal tentacles spanking two very naked guys. It took a second for Amadeus to recognize the victims due to their thrashing as paddles hit their red cheeks with full force.

“Holy crap!” he exclaimed, nearly spitting out the tapioca pearls back into his drink. “That’s Spider-Man and Luke Cage!”

“Is that man the villain Shang-Chi told us about, then?” Sword Master asked, “The Handler, who can control men by spanking them?”

“No, I think he said they defeated him. This must be one of his minions or something…. But does it matter? They’re kinda naked over there! We gotta help!” Amadeus said, gesturing wildly.

Sword Master raised an eyebrow. From his perspective, it looked like the two heroes were thrashing in such a way that they were leaning into the spanks, almost like they wanted more. And if their erections were anything to go by, they were not entirely hating the experience.

Still, he nodded in agreement. The Sword of Fu Xi may have only been meant to be used on the demons of Chiyou, but he still wished to test it. And Brawn, while typically smart in some ways, had never been the best at combat strategy. He wouldn’t be able to just punch his way to a solution here. Placing their drinks on the sidewalk, they charged towards the spanking scene before them.

Meanwhile, Doc Ock had been taking exhaustive notes, watching with intense focus Spider-Man and Power Man’s reaction to each spank. He had to factor in the mayor’s invulnerability to his calculations, but so far the results were exactly as he’d hypothesized. Had they been normal human men, they likely would already have come from the non-stop punishment.

Despite his data though he almost couldn’t believe his findings. In the wake of the Handler’s hold over both the heroes, the villain had evidently left something behind. Spider-Man and Luke Cage both appeared to have developed full-blown spanking fetishes. And if that was the case for them, the same was likely for every other hero the Handler had controlled as well—which was most of them.

He did a walk around them as his tentacles continued hitting their rears hard, letting the ramifications of that sink in. Luke bit into his gag, screaming out in either pain, pleasure, or both. Spider-Man did the same. Octavius chuckled as the tentacles slammed across both their cheeks with a loud CRACKK! at the same time, causing both their erections to thrust forwards. His light smirk dropped into a frown when strings of their precum hit his goggles.

“Ugh. So unsanitary.”

“You! Octopus guy! Unhand those men at once!” Brawn yelled out. Doc Ock turned to see the green-skinned hero there, Sword Master at his side, weapon drawn. The sword glowed with a bright green flame. Doctor Octopus frowned. His hand calmly wiped away the accidental mess his captives had made.

“’Octopus guy’, eh?” He rolled his shoulders back. Otto was a relatively cool and collected man. He was patient, especially with the youth – he’d used to be a professor after all. But this particular young man exuded arrogance and unearned bravado. And as a young ‘Hulk’ type, brash and cocky, he made an easy target. “I’m surprised you haven’t heard of me. I am called Doctor Octopus. And you would be a perfect test subject to compare similarities in reaction between these two.”

Even with his super genius mind, Brawn wasn’t able to think of a quick-witted reply to that statement before he had to dodge a tentacle coming for them. Sword Master swung, and his sword got caught in the rivets of the tentacle instantly. He gulped as it swung back and knocked him away. The tentacle shook the sword off, sending it flying into a nearby tree.

“Can’t say I’ve battled many mystic sword wielders in my time,” Doc Ock said watching as the two Atlas heroes fought with his tentacles in hand to hand combat. “But assuming you’re just a normal young human male otherwise, you’ll make a perfect control group. Perfect timing, gentlemen.”

“Mighty confident of you, but those are the only two asses you’re getting today, Doc!” Brawn shouted as he clasped his fists overhead and smashed them down on a tentacle. Instants later it lay limp at the bottom of a crater. He looked over to see how his teammate was faring, and blanched.

Although Sword Master was an exceptional fighter with his weapon, he was only a marginally good fighter without it. That’s why he’d been training with Shang-Chi so much the past few weeks. His kicks and punches were hurting himself more than the tentacle, as the hard yet fluid metal had been designed to absorb most any impact. Sword Master, however, could not boast the same immunity. The tentacle grabbed onto his scarf, using it like a leash to pull him in closer. The claw opened up, ready to strike.

Brawn leapt over, bodychecking the tentacle and saving his friend.

Sword Master breathed hard. “Thank you for the assist. I wasn’t expecting these tentacles to be so– Watch out!” Both tentacles had swung back into operation, even the one Brawn had smashed so thoroughly. With their claws extended they surged forward. Brawn leapt in front of Sword Master and crossed his arms, counting on his Hulk physiology to save him from the brunt of the damage. They hadn’t been intending to hurt him though. Rather, in milliseconds, his jumpsuit was reduced to tattered shreds.

“You’ve got to be kidding me.”

Brawn’s face burned with embarrassment as he glanced down at his naked body to see miles of big, familiar green pecs and abs, not to mention his dick bouncing free from its spandex prison. Sword Master blushed as well. He averted his gaze from his naked friend, only to accidentally draw his eyes to the other naked heroes who were still yowling into their gags as they were relentlessly paddled.

Indeed, it was rather difficult to look anywhere on the battlefield and not see a naked man, flushing or howling in humiliation.

The two Asian heroes were on the defensive now. The leapt, dodged, and evaded the tentacles trying to grab for them. Sword Master had to watch for the claws especially. He wasn’t strong enough to leap as far as Brawn could, which allowed the claws to snip at pieces of his clothes. Tears and rips were already starting to appear all over. If he wasn’t careful, he’d end up just as naked as his teammate.

Meanwhile, Amadeus’ mind raced through mathematical computations and patterns, trying to figure out a way to get close to Doc Ock without getting his green dick chopped off. If he could just close the distance, he knew he could turn the tides and even free Spider-Man and Luke Cage. He grunted as one of the claws made impact with his body.

Gripping it tightly, he channeled all his Hulk strength. His shoes hadn’t been torn off, so he was able to ground himself on the cement. His muscles flexed, straining as he opened the claw up, intending to destroy it for good this time.

“Brawn! Behind you!” Sword Master called out. He’d gotten knocked over by his tentacle. Said tentacle was now soaring back towards Brawn’s flexing buttocks. He winced as it made direct contact.

CRRRRAAAAAKKKKK!!

“GRAAAAAAAAHH!!!!” Brawn roared out. The nearby street windows rattled ever so slightly. While he was momentarily distracted, the tentacle he’d been trying to tear apart was able to wrap around him instead. He was lifted into the air and then smashed into the concrete. He was a little woozy but not out of the fight yet. He kicked and struggled. However, the tentacle bound him tightly. No matter how hard he flexed his sizable biceps, the metal just flexed with him. It constricted ever tighter, reducing the circulation of his lungs.

While the tentacles were busy with their new toy, Sword Master spotted his sword nearby and rushed for it. He swiftly picked it up, then headed for Doc Ock. The doctor was distracted with his experiment, analyzing the exact arch of Spider-Man and Luke Cage’s backs as they bucked into their spanks. Their bodies were sweaty, their muscles tense and flexed beyond exhaustion as their spanking continued with no end in sight.

Sword Master rashly let out a battle cry, preparing to slice down on the villain. But quick as the martial artist was, the tentacles were faster. They dropped the naked Brawn onto the ground, leaving him stunned, and retracted back to their master. They formed an X shield, blocking the sword from connecting. Sword Master struggled to remove it from the wedge, only to then get lifted into the air.

“Thank you,” Doc Ock said, not even looking at his tentacles. He was too focused on his subjects. “If we could catch these two up to speed, there is a lot of data I need to sift through.”

With Sword Master clinging to his weapon for dear life, the tentacle lifted him higher. The other one opened up its claw and started to spin, gaining speed until it was like a saw blade. It sliced through his clothes and the scraps fell to the ground below. Lie winced, shutting his eyes tight. When he opened them, he glanced down to confirm his fears that he was just as naked as the others. So much for coming to their rescue.

Suddenly he was launched skyward. He screamed, feeling the wind whistle sharply through his hair and on his previously private parts. The tentacle holding onto his sword chucked it somewhere, and wrapped itself around him – jerking him violently. The other tentacle went back and retrieved Brawn, who still hadn’t fully recovered. In the blink of an eye they were dangling alongside the other two.

“You’re not really going to... spank us, are you?” Amadeus asked.

“Of course I am. Now do try to keep your comments to a minimum. I can deal with moans and the like, but what I absolutely cannot deal with is quips. Are you a quippy hero?” He stared into the smaller Hulk’s eyes. Even with his goggles on, the intensity could be felt between them. Amadeus gulped and shook his head. Doc Ock smiled. “Good boy.”

Brawn’s silence was rewarded with a resounding THWACK! across his muscular green butt. Not as decidedly round as Luke’s, but definitely not as jiggly as Spider-Man’s. It was the perfect in-between of a toned muscle butt. Sword Master blushed harder as Doc Ock switched his attention to his body, no doubt scrutinizing it for his perverted science experiment.

“The young Hulk’s flaccid penis measures at a significant four inches. Sword wielder flaccid measures average for his race. Rough estimations will put Hulk at relative size to Cage when erect. Erection for the other will vary, possibly above average. Maybe six inches or six and a half. Bigger than Spider-Man.”

“Hey! We have names you know!” Brawn shouted. Spider-Man also yelled out muffled protests of indignation behind his gag. He got a rather hard slap across both cheeks for that.

“Yes! Brawn and Sword Master! We’re Agents of Atlas!”

Doc Ock paused and looked at them. With a leering smile, he simply responded, “I’ve never heard of you.” All four heroes were bent over, asses arched for their spanker. Altogether they made quite the picture.

Spider-Man’s butt was visibly throbbing, red and sore from a number of spanks he’d lost count of by this point. He was a blubbering mess underneath his mask, drool escaping from his underwear gagged mouth. Mayor Luke Cage was faring no better. His nigh-invulnerability had seemingly disappeared from his ass due to the relentless punishment. Or perhaps it was additional conditioning left over from the Handler? Sweat dripped from his head, coating his own underwear gag.

Brawn’s green ass was pert and unmarked… for now. Another hard swat saw tinges of red already start to show through as another stolen frat paddle was put to work. Sword Master’s butt was more supple. Pale and untouched, it was less muscular than the others but still firm and tight. Doc Ock surmised it would look beautiful changing color. Sword Master cried out as a paddle slapped across both cheeks in one swing. A red print immediately became visible where wood had met skin.

“Now we can really get started.”

A chorus of yelps, indignant groans, and eventually helpless moans were drawn forth from the four naked heroes. Whether it was due to their age or because the doctor was really bringing the heat, the two new additions were quickly yelling just as hard, if not harder, than the two veterans.

“This was—OWW!—not how I was expecting to spend my—ARGHHH!—day–YOWZA! C’mon Doc, that smarts!” Amadeus complained in between yowls. The green cheeks on his face were blushing bright red to match his other cheeks as he bucked and thrashed around. He could only count his lucky stars he wasn’t rock hard like Spidey and Luke Cage were too.

At least, not until the giant dildo was shoved into his ass.

Unfortunately for Brawn, due to his power-set and invulnerability similar to Luke’s, Dock Ock had decided he would be the test subject for additional anal stimulation. Intellectually Brawn hated every humiliating second of it, but his physical body betrayed him. His cock lurched with each hit, sometimes even spreading his legs wider to round out his ass more for the paddle. Every time he got a hard whack, the dildo pounded his prostate in a way that made his vision turn white.

Spider-Man also got the dildo treatment, the thick thing jabbing away at his prostate with every paddle swing. His reactions were even more overt however. When Octavius had first stuffed him, muffled complaints spilled endlessly from his mouth. Those complaints quickly turned to moans as his eyes rolled back into his head. The dribble of precum on his cock had not paused.

Luke Cage stared straight ahead, trying his best not to give in further to the spanking. That was harder to do in practice however. Each thwack, every snap of the paddle made him spasm. For the first time that day, he was grateful for the gag. Otherwise he would have to deal with the mortifying chance of accidentally begging for more.

Sword Master had no such qualms. Ungagged, he yowled helplessly at every stinging smack. He threw his head back, letting his jet black locks of hair toss wildly. He panted and moaned, crying out as the paddle struck his sensitive rear over and over again. He was, however, not turned on... at least not to the extent the others were. It was a fascinating point of observation that Doc Ock was more than happy to jot down.

Fascinating. This supports my theory that it’s the Handler’s conditioning which has made these men receptive to spankings. Sword Master and Brawn were never swept up by him, so their reactions are more genuine. As for Brawn’s erection, well… I believe the scientific term for him would simply be “cock slut”.

“Shang-Chi wasn’t kidding arou–Ow!” Sword Master exclaimed, whining as yet another blow was dealt to his beet-red ass. “Villain spankings are—Yagh!—no joke! Ooooh! Ow! Ow!!” Whatever else he was planning to say got lost in his yelps as the paddle came down with full force repeatedly.

“Yeah! If Doc Ock is this bad I can’t even imagine what the Handler was like – Hey! Oooow! I wasn’t qui–OOOOOOWW!” Brawn cried as he wriggled in his spot. He actually wasn’t sure if he was trying to wriggle away, or wriggle the dildo deeper into his ass. Either way, he blushed deeply.

CRACK! All four heroes screamed in unison.

THWACK! A couple of moans.

SMACK! Whines and grunts were drawn forth.

WHACK! Begging and pleading.

Doc Ock shook his head as he observed them. Had it always been this easy? Perhaps the Handler had been on the right track. It was not difficult at all to dominate heroes. All you needed was a simple wooden board and unfettered access to their bare bottoms. Why hadn’t all villains done it?

That thought, however, stirred a distant memory. Hadn’t the Handler visited him, too, once, down in his lab? As Otto recalled they’d had a particularly stirring discussion on the ethics of subjugation, on modern-day punishments, and on how most men longed not for domination as they claimed, but to submit to a higher authority. Over tea and biscuits, yes? Or had it been…

Oh no, Doc Ock realized. He had also been altered, probably after receiving a bare-bottom spanking himself. Subliminal conditioning left in him, a ticking time bomb to turn his next crime spree into a depraved spanking spree. That explained all of his current behavior.

And I’m the only one who realizes.

Still, he couldn’t stop now. He felt a relentless drive to spank every single man in the city. If those impulses were foreign, they still felt too good to ignore. He did not enjoy being another villain’s puppet, but if that was the price he must pay for power, then so be it. He would continue to spank, and spank, and spank, until every man bent to his will. Physical domination as well as mental.

It was just as he came to that determination that three large bursts of dust and rock exploded in the air.

Doc Ock growled and shielded his face. More explosions happened all around him, knocking him off balance. Though his tentacles moved independently, they still required their host to have some kind of focus. The four metallic limbs dropped their paddles. The heroes all yelped as they dropped to the floor.

Tentacles poised, Octavius looked around angrily for who dared disturb his experiment. No one was around except for the civilians who’d stayed to watch some of their local heroes get paddled butt-naked. Another explosion of dust, this time right at his face knocked Doc Ock backwards.

“Kudos to you and whatever you made your tentacles out of,” Speed said, suddenly appearing from view. Another of the younger set of heroes, Speed was a member of the Young Avengers and in fact was Wiccan’s twin brother. Unlike his magically inclined brother though, Speed’s powers took after his uncle Quicksilver. In his hands he held a few rocks. “It’d be much easier for me if I could vibrate their molecules to make them explode…But I guess villains don’t make things easy, do they? Hey, do you know how hard it is to find sizeable rocks big enough to cause a distraction in the tri-state area?”

Doc Ock blinked in surprise at the white haired young man. Speed was speaking fast, and he had the suspicion he’d be speaking even faster if it weren’t for normally-paced people who’d be unable to understand him. Doc Ock was about to start monologuing at the speedster before more rocks started to explode all around him.

“Not to worry guys, your least favorite speed guy is here to save the day!” Speed said flippantly. He dashed around Doc Ock, doing thousands of laps around the guy. A sudden punch knocked him to the right. Then another hit him to the left. A barrage of punches at his chest avoided the hard metal girdle where his tentacles were fused to his body.

The tentacles snapped and slashed, but Speed was too fast. There was only a barely visible blur of green and white left in his wake. He stopped every so often to taunt the doctor, sometimes even slapping his own tight, spandex-covered ass before running away at the last millisecond before a tentacle made contact. In the blink of an eye he tied two of them into a knot.

“How dare you! Do you know who you’re dealing with? I am – Argh!” Another rock exploded in Doc Ock’s face.

Speed managed to lock the two remaining tentacles around neighboring trees, effectively trapping Doc Ock in the middle of the street. He dashed towards one end, winking at a lady coming out of a store before zooming away again. He reeled back a punch and hit his target straight in the kisser.

WHAM!

Doc Ock was defeated. He’d been KO’d in the blink of an eye, slumping in a standing position.

Speed dusted off his hands and ran them through his white locks. He made a show for the people sticking around, making sure to flex his biceps for them and angle himself so they could appreciate his tight butt wrapped in forest green spandex. Once he was finished flirting, he dashed over to the four naked heroes on the ground.

They were all groaning, laying on the ground with their sore rears pointed skywards and gingerly rubbing their cheeks. Like a ringing sound that wouldn’t quite go away, their bruised and abused behinds still felt the ghost-sting of the paddles. They’d likely feel it for quite some time. Spider-Man and Luke Cage removed their gags and spat out the excess drool that’d collected in their mouths. They looked at each other and blushed deeply, before turning away.

And looking them over, Speed wasn’t afraid to admit the whole thing was hot as hell. The objectification, the humiliation, the outright domination. “Damn, I can see why Billy keeps a paddle for his boyfriend now…” he said, mostly to himself.

“Speed, right?” Luke Cage said, making a face as he rubbed his butt. He stood up, sweat making his dark skin glow like he was oiled up. “Thanks for the assist.”

“Yeah. You’re Quicksilver’s nephew right? Cool to meet you,” Spider-Man said, reaching out a hand to shake. He let out a moan as he stepped forward, having totally forgotten about the dildo shoved between his cherry red cheeks. His hand dropped as he let out a squeak, hands flying to his rear.

“We’ve uh… actually met before,” Speed muttered under his breath. “Never mind. I’ve got a delivery to make, so is there anything else you guys need help with before I jet?” He gave a pointed look down towards their aching boners, all pointing at him like homing missiles. Spider-Man, Power Man, and Brawn all followed his gaze before blushing like schoolboys. Their hands immediately went from rubbing their cheeks to attempting to cover their hard-ons. Sword Master flushed too, as even he’d grown half-hard just from being around so many others.

“Yeah, if you could get us some clothes that would be very appreciated,” Luke Cage said. He shot everyone a look that said the fun was over. It was time to get back to business.

Speed cocked his head and grinned. “Sure,” he said. “I think I know just the thing.”

There was a blur of motion, and immediately everyone had something on. Spider-Man was the first to yelp as a pair of tighty-whities appeared on him only slightly wedged up his ass. Luke Cage got a white lab coat, which he quickly had to tuck his boner into the folds of so as not to appear like a perverted flasher. Sword Master got some green pants which where too big and he had to hold up around the waist. Looking down, they saw where the clothes had all come from. The unconscious Doc Ock had been stripped completely naked.

“Ew! Am I wearing his underwear?!” Spidey blanched.

“Not exactly what I meant, kid,” Luke Cage said darkly.

“You know what they say, beggars can’t be choosers,” Speed told him with a winsome smile.

Brawn had the worst luck of them all. The only clothing he’d received was a pair of scientific goggles resting on his head. “Uhhhh…”

“Sorry, it was all that was left over. But hey, all Hulks are used to running around naked, aren’t they?”

“I’M not!”

“Then you’d better get going.”

Locking eyes with Sword Master, the two Agents of Atlas nodded. They quickly ran off, Brawn’s red spanked buns bouncing in contrast to his green skin. They didn’t even stop to pick up their bubble teas, the ice having long since melted.

Speed shot the two veteran heroes who were left a salute, then sped off, leaving only a gust of wind in his wake.

Luke smoothed out his coat and struggled to button it up so he could at least look as respectable as he could with a large bulge still at his groin. The coat was a couple sizes too small for him, so the buttons threatened to burst apart due to his massive frame.

“We don’t say a word about this to anybody, we clear?” Luke told Spider-Man.

“Don’t gotta tell me twice,” Spider-Man said. He looked over at his villain with a sigh. “I’ll go ahead and take Ocky here into custody. Anyone see my web shooters?”

“Over there.” Luke pointed. He rooted around for his phone in the remains of his pants, then placed a call to Tony Stark. He’d need help with the internet scrub that would be necessary if he ever planned to show his face in town again, not to mention ever run a re-election campaign.

Spider-Man got the tentacles untied and then wrapped securely around Doc Ock, before hefting him over his shoulder. To his surprise he found himself admiring the scientist’s round butt. It was surprisingly in shape for his age. Did Doc Ock work out? Spider-Man vehemently shook his head. No. It was bad enough the Handler had apparently left some sort of kinky spanking thing in his head, he wasn’t about to start getting weird with any of his villains too.

Even if Doc Ock did deserve a spanking for all the trouble he’d caused over the years…

He groaned as he started webbing in the direction of the Raft. Already he was feeling the temptation to stop somewhere private on the way and turn Doc Ock’s butt as red as his own. And he wasn’t sure how long he could resist it.