Spider-Man is on patrol when he is approached by a laughing Giantess Cleo, who mocks him as a “knock-off Spider-Man.” She has considerable size over him and delivers a few cheap shots before getting him on the ground. The Giantess proceeds to put her power on display as it’s clear she has a major advantage against the superhero. Try as he might, he is no match for the villainess.

Standing headscissors, gut punches, belly kicks, facesitting, foot choke, headscissors, guillotine choke, foot smother KO, ass smother, figure four, hand smother, bodyscissors, reverse butt smoth...

Spider-Man is on patrol when he is approached by a laughing Giantess Cleo, who mocks him as a “knock-off Spider-Man.” She has considerable size over him and delivers a few cheap shots before getting him on the ground. The Giantess proceeds to put her power on display as it’s clear she has a major advantage against the superhero. Try as he might, he is no match for the villainess.

Standing headscissors, gut punches, belly kicks, facesitting, foot choke, headscissors, guillotine choke, foot smother KO, ass smother, figure four, hand smother, bodyscissors, reverse butt smother, and more. Giantess Cleo shows mercy by allowing Spider-Man to admit defeat, but he does not give up until the bitter end. She uses a lifted choke to put him out of his misery and adds another notch to her belt of conquered heroes.