She-Venom Felica Animated

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  Nothings there, it's just your imagination girl!" Felicia Hardy thought to herself as she clutched her books closely to her unapologetically round female chest and hastened her walk. Felicia couldn't shake the feeling something was following her... maybe even stalking her... ever since she had left the study-hall minutes earlier.

It was very dark that particular evening, the moonlight being blocked by overcast. The weather forecast had called for rain and the billowing storm clouds and quickening wind seemed to support that prediction. With each slight gust, trees moved and swayed in the breeze, casting their tall looming shadows against the stone buildings of the university... much to Felicias chagrin. She was feeling very uneasy, her womanly intuition, for whatever reason, was on high alert.

"I've gotta stop agreeing to go to late night movies with Flash!" she giggled to herself as she rounded a corner enroute to her dorm room.

Just as she completed her turn, a wind gust of the strengthening storm happened by, it's force blowing her skirt up enough that, were anyone present to enjoy the view, they would've been forced to remark at the fine "healthy" pair of female thighs and legs Felicia sported. Unbeknownst to Felicia... someTHING was watching the spectacle and enjoyed every single second of it.

As if spurred on by the stronger wind and what had happened because of it, Felicia had then turned her brisk walking pace into more of a slight run, bounding up the stairs to her dormitory just before the first pitter patter of rain started to fall. Her spryness and overall physical condition had become even more evident to her unseen observer. It HAD made the correct choice, it was sure of it; Felicia would be PERFECT.

"Great timing!" Felicia thought as she entered the hallway of her dorm and quickly closed the door behind her. "Glad I'm inside now... I was getting really creeped out out there!"

Felicia turned to head off towards the stairs to the second floor, only to be stopped by none other then local frat-boy Flash Thompson.

"Hey Licia you up for a movie tonight?" he quipped, all the while leering at Felicias curvy body. Even a blind man could've saw what was on HIS mind that particular evening.

"Sorry Flash, but not tonight. I've been studying hard for a Psych test tomorrow and all I want is to get some sleep." Felicia replied, trying to get past him to ascend the stairs.

"Aww c'mon Licia... we hardly ever spend any time together anymore!" said the obviously cock-blocked and dejected Flash as he put his hand across the length of the hallway to stop Felicia's progress. Then, as if a switch was flipped in his dullard-jock-head, he opted for a different route to try to get Felicia's favors.

"I just wanna be around you tonight... no making out... I promise!"

Sensing Flash's desperation, a reciprocal Female-Only switch... the dreaded "Bitch Switch"...was flicked on in Felicia's head.

"Sorry, I'm REALLY VERY tired Flash. Maybe this weekend, k?" said Felicia with a fairly sadistic bitchy-smile on her face.

Felicia then ducked underneath Flash's still outstretched arm and darted up the stairwell to the second floor where her bedroom was located, making sure to flightily "flip" her hair around a little to further rub the whole thing in Flash's face.

"Poor guy" thought Felicia as her meticulously manicured hands put the key into her dorm-room's door. "Maybe tomorrow I'll LET him take me out for lunch... maybe!..." She giggled to herself once again and then opened the door to her room and closed it behind her.

The rain outside had begun to fall quite heavily, it's noise against the window greeting Felicia as she walked to her closet unbuttoning her pink overshirt on the way. Removing it, she tossed it into her hamper. Next she started to unbutton the white shirt she wore underneath. It was just as she reached the last button on that shirt that she thought she saw something out of the corner of her eye at her window.

Slowly she made her way over to it, holding her nearly fully unbuttoned white shirt closed with one hand. With care she glanced out in all directions, only to find nothing but a rainy night and wind-blown trees to greet her.

"I'm REALLY jumpy tonight!" she thought as she pulled the curtains to her rooms' window together. She then turned and walked back to her dresser, unbuttoning the last button on her white shirt as she did so. Once at the dresser, she threw her white shirt into her hamper and then wiggled her way out of her mini-skirt, her attractive hour-glass waist moving from side to side as she did so. For a few seconds she stood there in nothing more then her bra + panties, eventually reaching into her bureau and pulling out the long T-shirt she always used as pajamas. As she had begun to pull it over her head she again thought she saw something at her window once... but rather then check again futilely, she quickly dismissed it once again as just her overactive imagination playing tricks on her. She then reached around under the t-shirt and unbuttoned her bra, dropping it too in the laundry basket.

with nothing more then a slight sigh, Felicia dove into her bed and pulled up the covers. Within moments she was fast asleep, the rigors of the daily life of an "collegiate princess" finally taking their toll.

Moments after Felicia had gone to bed, one of the many shadows outside her window seemingly sprang to life on it's own, defying the backdrop and environment of which it had been a perfect part of moments earlier. It lurched itself over to Felicia's window, it's uncharacteristic (for a meer "shadow") white "eyes" peering inside the room confirming what it had thought had happened; the human woman was asleep... defenseless!

With methodic care the shadow then mysteriously began to flatten itself out, turning it's entire composition thin enough to slip in between the minute cracks of the window frame it was peering in. With a strange "gloopy" sound, it propelled itself inside from outside, dropping onto Felicias carpeted floor with a "plop". The "shadow" was starving and near death... it could no longer wait; it NEEDED what Felicia could give it.

"Female... strong healthy... curves..." it thought as it began to ooze it's way over to the still sleeping Hardy's bed. "The Parker... he desired this female... hips chest...bottom...starving...need her!"

The black being oozed it's way upon the carpeted floor towards the woman, and upon reaching the end of the bed where her feet were at it, then propelled some of itself up and under the covers. There in front of the "shadow" were the woman's shapely legs + manicured feet. With a sort of glee that could be called akin to a "kid in a candy store", the eery intruder then proceeded to launch some of itself towards her foot.

As the intruders substance made contact with her, some of it turned into minuscule tendrils which began to entwine about and wrap around the sleeping Felicia's toes. Within moments Felicia's entire right foot... up to her ankle... was encased within the shadow and outfitted in a strange boot of some sort.

"Ahh... yesss..." thought the inky-black being, obviously deriving some sort of pleasure... and inexplicably perhaps even SUSTENANCE... from what it was doing.

Within seconds of covering her foot and interacting with the girl like it had, the "shadow" began to look a lot more vibrant, taking on a much more voluminous and alive look to it then it had when it had arrived. With a still hunger-induced fervor, the being then began to send it's material to Felicia's other foot, covering it too in a similar boot.

"Ahh..." it thought once again.

For a few moments, the "shadow" seemed content to sit on the floor at the base of the woman's bed and enjoy the seeming "afterglow" that it's covering of her feet had given it. Then, with a desire for more obviously on it's mind, the inky-black being pulled itself in it's entirety up onto her bed and slided under the covers.

"Need more... need all...!" it's thoughts raced. It had had a "taste" of what the woman could offer it, and now it intended to satiate itself fully by mingling with her completely. It's desire almost palpable, the shadow began to cover the sleeping woman in earnest, issuing it's material all over.

First, it began to expand it's material from both her already covered feet... creating multiple tendrils that writhed their way up and around her legs towards her buttocks. Then, it began to send parts of it's substance underneath the girl's long t-shirt, wrapping around Felicias sexily curvacious hips, midsection and stomach and endowing some areas strangely enough with a peculiar looking white Spider-design. The design left no room to the imagination on what the intruder actually was: Spiderman's rejected Symbiote costume.

Earlier that evening Spiderman had parted ways with his alien Symbiote costume by using a belltower's sonic vibrations to drive it off and out of his body. At the time, he was convinced it was evil and wanted nothing to do with it any longer. He had assumed that the sonics had killed the creature, but as it turned out he was way off base with that assumption. The creature wasn't killed; instead it languished in the belltower for a few hours, unsure of what to do or where to turn... it was stranded on an alien world, the being it had mingled with had rejected and had tried to kill it.

As they say Symbiosis is a two way street; the creature had been linked with "The Parker" long enough to begin to duplicate some of his personality, and through that duplication, it had begun to recall how sexually varied the thoughts of it's former host were towards a particular female named Felicia Hardy. Being incredibly near death, it could be said that the alien Symbiote lacked truly cognitive thought; all it's thoughts had begun to consist of Felicia and what she had meant to it's former host...the former being it had been truly a PART of. With an instinctive sexually-charged desire brought on by it's former union, the creature then set out to find the woman... to mingle with and become a part of her.

It found the woman in nearly the same spot it had seen her while it was part of "The Parker", only this time she was surrounded by many other people. It couldn't risk another rejection or interference from outsiders; it needed to wait till the woman was the most prone before it made a move to join with her. So from that point on it had began trailing her, becoming weaker and weaker and losing more of it's "sanity" as the hours went by. It was voracious by the time Felicia had fallen asleep, and couldn't wait to begin the mingling like it had.

Rising from the areas of her stomach and waist it had covered, the Symbiote next flowed up Felicia's frontside and coated her breasts with it's material. "Larger then Parker... feed offspring..." the alien thought, obviously recognizing the natural "use" a woman's breasts had. "Curves... feel gooood..."

The symbiote descended itself upon Felicias arms and hands next. As it wrapped around her arms in various places, it's skin-tight material wonderfully showed Felicia's' long and slender female biceps. It had then entwined and covered her hands, it's substance oozing and wrapping around the girls' fingers similar to how it had done her toes. Within seconds of it covering them, they had taken on a much more claw-like appearance with the nail-tips themselves becoming quite formidably sharp. On the back of each hand a square white-patched web-shooter with a "veiny" texture to it was quite visible.

Finally the creature then issued itself up towards Felicia's head. The first strand of the Symbiotes substance reached Felicias right eye. As it descended it had taken on a white + see-through visage to it, landing squarely around her eyesocket. Then the majority of it's rising substance began to reach and cover Felicia's chin and mouth, adding a fairly grim and monstrous looking teeth-filled mouth that ran from just below her ears as it did so. Only one area remained now for it to have fully integrated itself with Felicia; her hair.

Felicia had fallen asleep on her back, her luxurious long blonde hair splayed out underneath her head. Working with it's new "host", the alien oozed itself into her hair, transforming it in the process into a very "thick" texture-wise version of itself. As the alien "mingled" with it, it's color scheme began to adopt the white of it, the combined effect being white streaks alongside the costumes' familiar dark blue/black appearance.

"Yesss... symbiosis... Felicia..." the creature thought just before it appeared to ooze within Felicia's skin, her body soaking it up like a sponge. It was around that time that Felicia had begun to have a nightmare.


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In it, she was being chased by a large unseen being in an ink-black tunnel. No matter how hard she ran it would always remain right behind her. Looking back as she ran, Felicia could see it's big white eyes staring her down... burning it's image into her brain. Felicia ran for what seemed like forever and then saw some sort of light up ahead. Just as she was about to reach it, however, something grabbed her right ankle and caused her to trip. Felicia looked at what had grabbed her only to see a formless black mass wrapped around her ankle emanating from the tunnel itself. Laying on the ground, she could feel the shadow writhing with a sort of life of it's own.

The shadow's grip was strangely warm to her skin and there was no doubt the strength behind it was formidable. She quickly realized she couldn't escape from it's clutches.

"No... go away!" she screamed as she looked into the swirling shadowy stalker that had grabbed her as it's main "mass" approached her.

Gazing back at her were 2 super large and eery white eyes set against a backdrop of infinite darkness. The situation became a bit clearer for Felicia as she started to feel the power... and the FREEDOM... the being was offering via it's contact with her ankle. Something had begun to touch her mind, to allay her fears. All fear and doubt seemed to disappear; whatever this thing was that was chasing her wasn't out to harm her, but to HELP her. What it offered was too great for Felicia to casually ignore or cast off.

Suddenly, without a warning, (as if something sensed the girls resolve falter)... Felicia's clothing had fallen off her body, disappearing from sight as it dropped into the molasses-like darkness below her. Then, the darkness that was surrounding her in her dream world began to seemingly come to life and entwine around her, holding her steadfast in place as it did so.

"Oooh!" she moaned, coming to actually rejoice what was happening. The physical sensations of the shadows within her dream seemed so real to her.

Felicia couldn't remember a time when she was MORE sexually turned on then what she was being wrapped up in the shadow at that moment in her dream. But it wasn't just physical; the shadow had brought along with it a kind of confidence that bordered on arrogance. Felicia literally felt like she could accomplish ANYTHING while wrapped in the shadows like she was. No longer did she feel behoved to answer to anyone, especially men; she was ABOVE them wrapped in the shadow. Above EVERYONE. The possibilities seemed endless... the freedom INTOXICATING.

The situation had acted upon a primal urge of Felicias and she intended to see it all the way through. She knew that all that remained of the shadowy dream-world to cover her were the large white eyes... which at that point were still seemingly suspended in midair amidst their own personal area of shadow.

"You wanted me before... now I want you! I'm all yours!" she yelled to the eyes, her voice nearly cracking under the longing she had begun to have for them.

The eyes had begun to move closer to Felicia then, but rather then getting bigger, the once towering white eyes had begun to get smaller.

Felicia's heart began to race. "Power...this shadow is all MINE!" she thought to herself as she watched the eyes approach. Once they had gotten within 10 feet of Felicia, an area of the darkness underneath them began to take on an odd shape. As the darkness moved itself around, the shape came into a much clearer focus: It was clearly some sort of hideous looking teeth-filled mouth.

Felicia knew she should've been scared of the appearance of the mouth, but strangely wasn't. With it came power, afterall... and who better to possibly wield that power then none other then the great Felicia Hardy herself?

With an all-at-once-action, the eyes, mouth and accompanying shadow hurled itself at Felicia's face, splattering upon it not unlike paint.

For a few moments Felicia's sight was obscured, but that quickly passed as she had begun to see through the large white eye patches that had, only moments earlier, been staring her down. The mouth then felt like it had slided itself into place over her own, and she realized she was fully encased within the shadow...fully possessed by and in possession of it's power. Gazing around, the world in which her dream was taking place had no more shadow within it; now it was comprised of nothing more then a pale shade of grey.

Her spirit soared at what had happened. "Yes!" she blurted out, both reviling at the voice she heard... and rejoicing with the transformation she had undergone.

"No longer am I merely Felicia, now I am more then human!" Her voice, although it was indeed still her own, was strange and almost guttural.

As if on cue to her comment, the shadow on her body grew skin-tight, ascentuating her curves and body almost to the point of crushing her.

"Ahh..." her monstrously-tinged voice squeaked. And then, just as suddenly as the crushing had begun, it stopped. No longer was the shadow shapeless and textureless; now it sported a white spider-related design and was affixed skin-tight to Felicia's form.

Felicia looked down upon her totally transformed self with a strange sort of satisfaction, some green slime from the mouth she sported seemingly echoing similar sentiments.


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And then she woke up, greeted by the first rays of the new days' rising sun as they shone through openings in her curtained windows.

"Wow, what a dream that was..." Felicia thought, a slight smile appearing on her face. She looked over at the clock: 6 AM. It was obvious she wasn't going to be able to go back to sleep... the dream had left her too wired.

It wasn't remotely warm in her room, but Felicia's t-shirt pajama top was drenched in sweat, her breasts' nipples poking through it in quite a "Here I am!" fashion. Her blankets also seemed to suggest she was thrashing around in some manner as they were ruffled and mostly on the floor. The thing Felicia noticed the most, though, was the quivering; her waking body had felt a similar effect to that of her "dream" body... her WHOLE body felt like she had just been ravaged like in her dream.

She slid out of her covers, pulled the blankets back into place, and then made her bed. She started to hum to herself, not really knowing why at first. It was like she had had the best sexual experience of her life... her whole body reverberated with a sort of freshness and tingly sensation. Her thoughts were also interesting as they were dominated by the sort of confidence that bordered on arrogance. She walked over to her vanity and mirror.

"Even with only a few hours sleep I wake up looking and feeling great!" she said as she flittered her hair about. "Still..." she said as she looked at her chest and her nipples poking through her shirt. "...this sweat is gross. I'd better hop in the shower before I start to smell."

Felicia went into her closet and grabbed a towel and tossed it over her shoulder. She then grabbed her expensive bottle of designer shampoo from off her vanity and proceeded to walk to the shower-room down the hall. Once there she went into a stall and turned on the water. While waiting for it to sufficiently warm up, Felicia took off her sweat soaked t-shirt, her perky breasts bouncing up at the removal of the garment. She then pulled down her panties, surprised to see that they too had been quite wet at some point during the night.

"Good thing I freshened up yesterday afternoon... or this would be stinky!" she thought to herself in a joking manner as she tossed the "soiled" panties on top of the t-shirt. She then tested the water with her hand to make sure it was warm enough, and upon seeing that it was, stepped into the shower-stall.

The water felt warm as it trickled threw her hair and down her body... the whole thing had felt somehow like Felicia was ridding herself of something much more then just her grime and sweat. At that moment in time, Felicia's confidence, (for whatever reason), was overwhelming to the girl; it truly felt like the world was her proverbial oyster, and she the glittering pearl which it revolved around.

She quickly lathered up all over and rinsed, doing the same for her hair. When she was finished she quickly towel dried her hair, tying the towel around her torso once she was done. She then grabbed her accoutrements and headed back to her room.

Once there she dropped the towel into her hamper and went towards her bureau to get out some clothes to wear. As she was opening her underwear drawer looking to grab a pink underwear + bra set, she suddenly felt an immensely strange sensation around her waist and across her chest: much to her amazement, she felt she was wearing the very neglige' she was looking for!

"Wha...what the heck!?" she thought to herself looking down at the underwear + bra. "Am I going crazy, or did these... just appeared out of nowhere!?"

Felicia slowly, with a ginger care... put her right hand down under her right breast and cupped the bra to feel if her eyes and senses weren't just playing tricks on her. Much to her surprise and shock they weren't; she WAS wearing a bra and it HAD appeared from out of nowhere!

"This... this can't be happening!" she said as she reached down with both hands to test her underwear, slightly pulling on the hemline to see if it too was "really" there... and once again she found that her eyesight wasn't fooling her; she was also wearing a matching pair of panties to go along with the bra. Cupping the bra and pulling on the hemline like she had, the girl noticed something "strange" about the texture to the garments; they might've looked like for all intents and purposes Felicia's clothing, but they certainly were not made from the same material as the "authentic" ones she was searching for to put on originally.

The girl then began to dig into her underwear draw feverishly, her sanity hanging on the possibility she had put on the underwear + bra and had simply "forgotten" about doing so. Seconds later, though, Felicia found what she was hoping she wouldn't.

"These... these are the underwear + bra I was l..l...looking for..." she thought to herself as she held them aloft. "But if that's true then... what the heck am I wearing? And what was that strange sensation I felt before they appeared on me?!"

The young woman had asked her question not necessarily counting on any kind of plausible answer; afterall, she had THOUGHT the question. However, an answer is what she got.

"Felicia... desired... clothing..." answered a dry whispery voice from seemingly out of nowhere.

"Who said that!?" yelled the scared the woman as she spun around looking in all directions in her room, tears now beginning to form in her eyes.

"I do not... have a ... name... I live... to be a part of... you" answered the voice again cryptically.

"A ... PART OF ME?!" Felicia blurted, a sob finding it's way out of her mouth right afterwards. She was obviously very troubled by what was happening. "What do you mean a PART of me?! What are you... WHERE are you?!"

"I am... within you" replied the voice in a drone-like tone "Co-existing... Symbiosis... joined..."

"Within me... Joined?! I don't understand..."

"Will show you ... now..."

Suddenly Felicia started to feel the bra and underwear she was wearing seemingly begin to "melt" and turn liquidy, the color changing from the pink they were to a dark-blue-nearly-black hue. The texture they had taken on differed greatly from what they had had as well, their melting-mass now best described as overly "gooey" in nature. As the "melting" process continued, the gooey-substance was no longer merely confined around her waist and chest where her bra + underwear once were... now it had begun to spread from those regions elsewhere over her body.

With a strange slathering effect the goo that had once been her underwear around her waist began to descend down Felicia's legs, while simultaneously what was once her bra had begun to expand itself all over her chest, back, and underneath her arms. As the bra had "melted" from it's former appearance Over her breasts, some areas were conspicuously outfitted with some sort of white-spidery design.

Felicia looked down, truly terrified at what was happening "I must be losing my mind!" she shouted.

Before she could do or say anything further an amazingly odd sensation began to reverberate all over her body; it felt like her very skin was crawling and moving around... from the inside out. As she gazed down at her hands she noticed that the gooey-substance was seemingly coming from OUT of her skin, almost as if she had a cut and was "bleeding" the dark blue stuff instead of blood.

"Omigod!" she expounded, her sobs becoming audible. She ran for her door, the thought of getting some sort of help in her mind. Before she could reach the door, however, she found herself tripped by the dark mass... it tying itself between her ankles to prevent her flight. With a slight THUD she landed chest first on the floor.

Even with what was transpiring she didn't scream though. Something about what was happening... something about the dark blue "goo" and what it was doing seemed strangely "right" to Felicia, perhaps even in a way very soothing.

No sooner did she come to that realization did she begin to notice that her entire body was now coated within the bluish-black substance, from her neckline downwards. It felt like she was in a unitard comprised of warm wet silk... and on her feet... were those boots?! She wiggled her toes a bit and felt them hit some sort of boot-like material both above and below.

Slowly Felicia pulled her hands from where they were down at her sides and put them in front of her in preparation to push herself up off the floor. As her hands got into view she noticed that on the backs of each there was some sort of square white patch adorning them. Like she did with her toes Felicia moved her fingers around a bit, surprised at how pleasant and mobile the fabric her hands were in was.

With a desire to see fully what it was she was wearing she put her hands in front of and under her and pushed, frightened at how easy the act was; she felt as light as a feather... and could feel some sort of power flowing through her.

She pulled her knees forward and kneeled upon them, tossing a quick glance down the length of her body as she did so.

Her chest now sported a large white spider design, it's layout folding in very complimentary in between her breasts. The goo had affixed itself skin-tight on her, and her entire womanly musculature was very visible because of it. She turned her head and looked at her feet to confirm what her tactile senses had already told her; she WAS wearing boots. The whole outfit had no visible seam, and Felicia was certain she could feel no zipper; all she COULD feel was how amazingly comfortable the fabric was.

"What... what is this?!" she asked, puzzled at her situation now more then afraid

"Host... Felicia..." the voice from moments earlier answered back in her mind. It sounded a lot "louder" then it had before Felicia thought.

"You said that before... waitaminute! ... are you this outfit I'm wearing!?" asked Felicia as she looked down at herself again.

"Outfit... linked..." answered the voice to Felicia's query.

"What... what are you exactly?!"

"Symbiosis... Felicia... host..." answered the voice again, perhaps unable to truly "answer" the question the girl had posed it.

Felicia stood up from her kneeling position, unable to stop herself from wincing in physical delight at the sensation of wearing the costume nude like she was. Once she was fully erect, she cautiously walked towards her bedroom's mirror to get a better view of the outfit she now sported. Looking at her reflection in this better vantage, within seconds the girl immediately thought of Spiderman.

"Spidermannnnn... Parker.... Hurt ussss..." the voice immediately chimed in in her mind, it's tone obviously filled with anger

"Parker!? What's Peter have to..." started Felicia in response to the voice.

Then from out of the blue and as if some unseen knowledge was shared with her, Felicia KNEW.

"Wait! I... I KNOW Peter IS Spiderman! But... HOW do I know that?!"

"Parker... hurt ussss" answered the voice again in an almost reassuring manner

It suddenly became crystal clear to Felicia what the costume was and why it had linked to her.

"You... you were his costume! ... and he forced you off of him because he thought you were evil!"

"Yesss..." answered the voice

"But... you're not evil... I can tell! Misunderstood, perhaps... but not evil!"

Then for a long while there was silence as Felicia examined herself from every possible angle, almost coming to marvel at how the "living costume" she was wearing looked on her frame. Then, with a smile cracking on her face, she spoke to it again.

"You don't look too shabby on me if I do say so myself... but why did you come here... come to me?" asked the girl, perhaps already knowing the answer

"Parker lusted... for you... together... we lusted..." the alien responded

"I think I understand..." Felicia responded "But I'm no superhero! I wouldn't know what to do with you!"

"You desire... strength... power... symbiosis... together... we are strong...together...great..." replied the costume, it's voice a lot firmer and surer of itself then before. The alien could see into Felicia's mind and recognized that she was enjoying it's being linked to her.

"Yes, I can FEEL power surging through me. Is it REALLY because of some alien outfit?! No, I've just gotta be losing my mind... and all of this is just some sort of illusion!"

Just as she had said that a tendril extended from off of the alien's substance that was covering her on her left leg. With an immense ease it flowed and splayed itself out under Felicia's bed and lifted it clear to the ceiling, holding it there with apparently no stress.

"Woah!" she said as she looked at it holding her bed against the ceiling "Ok, ok... I believe you're the source of this power! Please put my bed down now... those sheets are VERY expensive!"

Just as easily as it had picked up the bed, the tendril then lowered the bed softly before returning back into the substance that was covering Felicia's leg.

Felicia crossed her arms. "Well this is all so unbelievable! Dorky Peter is the hunky Spiderman... I'm wearing a living alien costume that he discarded..." She looked over at her clock; it was already 9 A.M.! She was going to be late for her test!

"Oh no!" said Felicia as she sprang into action, moving towards her clothing drawer. "Alien costume or not I've got a test to get to! How do I take you off?!"

"No need... to remove me..." answered the alien as it began to ooze about and reshape itself into the outfit Felicia had envisioned in her mind to wear.

Felicia had suddenly found herself standing there not in a skin-tight black unitard with a giant white spider on it, but instead a mini-skirt, sweater and long-sleeved white shirt she had intended to put on.

"U..unbelievable!" she said again. "This is the exact outfit I intended to wear... and you even got the shoes the right color! I'm impressed!"

"We share minds..." the alien replied "What you desire... I know..."

"Weird...!" started Felicia before she noticed the texture of what she was wearing was similar to the black unitard the creature had originally garbed her in, slightly tugging on her shirt as she spoke. "You might LOOK like the outfit I imagined, but you certainly don't FEEL like it!"

Reminding herself of the time, the girl grabbed her school bag.

"We'll discuss our situation more after class... for now I've gotta hustle before the teacher shuts the door on me!"

Felicia shut her door quickly behind her and made her way towards the other side of campus and Harper Hall and her classroom. With a speed, agility and endurance that could only be described as "Superhuman", she lept down and sprinted up stairwells, turned corners on a dime and made mincemeat of the time it NORMALLY would've taken her overall... arriving seconds prior to the door to the classroom being locked.

"Ahh Ms. Hardy, how nice of you to show up this morning!" quipped her professor as she sneaked past him through the doorway.

"Heh, good morning Mr. Erickson... sorry for cutting it close, I've had a rough night!" said Felicia as she made her way past him towards an open seat.

"Yes well I hope you studied the material. It'd be a shame for my star student to flunk because of some "rough night" as you put it!"

"Oh I did study the material" the girl replied lightly under her breath as she sat down. She then took out a pen and put her bag to the side of her seat.

The next hour and a half were arduous to say the least, as Felicia struggled to keep her mind on the scholastic task at hand. Her thoughts kept racing to the alien "thing" that was masquerading as her clothing. On more then one occasion she found herself mentally checking to make sure it was still "there". When the allotted test time was finally complete, Felicia realized she hadn't managed to complete the test in it's entirety; there was at least another page of questions she was supposed to answer!

"Pen down Ms. Hardy" said her teacher as he walked over and collected her un-finished test from her "You had the same time as everyone else."

"Ok..." said Felicia as she begrudgingly handed over her test. She knew she had done poorly at best.

After the professor gathered up all the tests he dismissed his class. Felicia slowly made her way back to her dorm room, all the while cursing under her breath how she couldn't concentrate.

"We are... sorry..." the alien chimed in in an consolatory manner after a time "Still learning... about each other..."

"It's all right I guess" said Felicia in slightly more then a whisper. She was walking past fellow students and didn't want to make it look like she was talking to an imaginary person of some sort. "I was due some sort of poor grade in that class anyway."

"Aggression...action..." the alien hummed inside Felicia's mind. Earlier Felicia wouldn't have grasped what the creature meant with the two simple words, but now, through the Symbiosis with the alien she had begun to share, did Felicia understand what it was suggesting.

"Well if you think we could do that..." she said as she entered her room and closed the door behind her.

Then, with a sloshing and oozing effect her clothing melted all over her, the Symbiote turning into it's skin-tight "regular" appearance and covering her body up to her neckline within itself. For a few moments Felicia stood there, a glint in her eye suggesting that there was something different about her... some kind of "knowing" she had gained in only the few hours she had been linked with the creature.

Then, with a peculiar FINALITY in the air, the creature flowed up and over her head and into her hair.    

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