Spyder Babe is on top of the world as she enters into her new world of being a B.A.B.E.S. operative. She has her powers of shooting webbing from every natural orifice from her body, greater strength,and huge boobs to boot. But then she meets an enemy who doesn't have the cheery outlook she does. Doc Cock is out to make sure this web-swinging Babe doesn't leave his lab untouched - or unscrewed. Spyder Babe discovers she is inadvertently responsible for making Doc Cock what he is - which is why with his extra-long and indefatigable penises spread about his body like tentacles, he is intent upon screwing Spyder Babe again and again and again, until every possible orifice is filled to overflowing and Spyder is exhausted from the ordeal. How she will think her way through this is anyone's guess, but the fact remains, she's not leaving in the same virginal shape she entered into it.