"You are back." Said Tessa sitting on the bed under the blanket, when Noah reappeared on the bed.

"Yeah. Sorry about that." Said Noah.

"You are sad. Had a fight? I am sorry if it's my fault."

"No, it's not your fault. I would figure sooner or later that he lied and manipulated me."

"Your spider smell is gone." She said, while making a slight sniffing motion.

"Yeah for the time being. Do you dislike it?" Asked Noah looking at her.

"No. Not really. It was having an effect with a combination of whatever skill you used to awaken my desire, but now that the effect is gone I don't really care. I want you, not the smell." She answered.

"You want me?" Asked Noah with a raised brow. "I thought you said the skill effect is gone."

"Yes, but I am still left unsatisfied."

"Unsatisfied, My Lady? I swear I felt…"

"Yes. I came. Very hard. That was wonderful." Said Tessa lifting her blanket and throwing it to the side. When he saw her, Noah's eyes widened and he could almost feel that his spit would drop to the ground from the corner if his mouth was like a hungry beast. She lay in a half transparent lace mesh nightie that barely reached her thighs and Noah could see the lacy panties barely peeking from under it. Her opulent breasts showed off a wonderful cleavage and he could see her body through the material. Her hard nipples that he could see just slightly through the lacy patterns, excited his imagination and ignited his crave for them.

"However there was this one man that spoke fantastic promises to fuck me silly, but all I saw up till now was him whimper in pleasure for some time and then escape. Surely he can do more than that."

"You are asking for something you might not be able to handle."

"What you saw wasn't even my final form. I can handle a lot more than you can imagine. If you are down for it." She said with a challenging look.

"This is not my final form either."

"Oh? Then come here and show this spider lady what you are truly capable of." She said beckoning him with a finger while opening her legs slightly, showing her panties quite well now.

"Before that. Do you have poison in your fangs?"

"Yeah but, it's only for paralyzing. Why?" Asked Tessa

"Well, I thought that you might not be able to bear it anymore at some point and may start to scramble and bite to escape from me. But I am not stopping until I am done with you." Said Noah and threw a poison slime into his mouth again as it was stored in the homework folder when he transferred to the mind realm.

He crawled on the bed toward her and gently placed his hand on her thigh. Pleasure as if lightning bolt suddenly flashed from the spot he touched through her whole body, making her reflexively bent her back as if bent bow while moaning loudly.

"Wha..what is.." She stuttered through flashes of pleasure that ignited a fire of desire inside her, while he slipped his hand higher on her thigh reaching her butt.

"It is that skill you felt before. Only now, you feel it very, very close." Said Noah grabbing her ass cheek and squeezing it making her shudder.

"Thi..is is chea…ing."

"This is not even the beginning yet." Said Noah and pulled off her panties. Then he bent forward closer to her hidden flower between legs and kissed her lips. At that moment she started to scream her pleasure, grabbing his hair.

Noah sucked her lips then started to eat her out with abandon. He sucked and licked her, spreading her lips and then slipped inside her folds. At this moment she felt his tongue and the skill that spread the lust effect from its tip inside herself and could not hold it any more, starting to spasm and jerk in orgasm but this was not the peak of pleasure. Noah sucked her clit in his mouth at that moment and pleasure jumped an octave, making her orgasm doubled and tripled its intensity, while the effect of his skill was spreading through the bundle of nerves inside her pleasure organ.

Tessa's limbs scrambled on the bed and she grabbed the sheets squeezing them with her hands and toes on the legs with a face of voiceless scream.

After she passed over the blinding peak of this unparalleled orgasm her lust ignited so hard she was barely sane. She grabbed Noah's hair again and jerked his head up lifting him from her twat and then jumped up on him kissing him with abandon.

"Fuck me. Bastard. Do it now." She cursed angrily, while throwing him on his back and jumping on him quickly impaling herself on his raging hard dick and starting to slam herself in him.

At this moment Noah felt something well inside him. A sense of discomfort mixed with defiance spread through him. He was not to be treated like that. He was not to be forced down. He forces down.

Suddenly he started to slam back at her from underneath, almost making her jump up with every loud slap of his pelvis against her crotch. Her spider legs flashed out from her back and pierced the bed holding her firmly in place now and giving her enough hold to force him back down with her crotch slamming at him from above with a defiant look in her eyes staring at him.

His feeling of non-compliance and defiant rage ignited with a blaze. With a roar his body started to change giving him sudden strength making him overpower her again lifting her up again with every slam from fierce fuck they were having.

"Oookh God!" She screamed feeling that not only was she now overpowered but stretched inside with his dick growing into a club-like thing.

Now he was not laying underneath her. Slowly he stood up on his legs while she was still impaled on his hard dick

Tessa roared back at him in beastly scream and her body started to change. She started to grow, becoming as big as Noah in his transformed state, but keeping her gorgeous body proportions, now matching his highs and feeling comfortable with his new dick size. She stood on one leg with other leg around his waist and her hands embracing his shoulders while Noah kept  fucking her standing. Her nightie elongated together with her and looked just as sexy on her as if it was this size the whole time. 

However there her changes did not stop. Her spider legs moved down her back and spider-like abdomen grew out of her butt with spider legs elongate out of it lifting up her human body.

She bent back with her human torso laying down on her own spider abdomen and spreading her human legs apart while Noah kept fucking her in his transformed form. Her spider legs adjusted her heights to the ideal heights for Noah to fuck her with abandon in this beastly missionary pose. 

Noah grabbed her human legs holding them by the tights spreading them to the sides and began fucking her faster while pulling her toward himself by the legs after every smack of their bodies. Then he used his lust skill again spreading the wave of pleasure from inside her directly to her entire body making her moan aloud like mad.

A few moments later they both screamed and with a roar Noah let out a huge load inside her while she shuddered and shivered on her now unstable spider legs and held him locked with her human legs around his abdomen.

"Is this your true form?" Asked Noah wheezing from lack of breath. "So was I enough for you?"

"This? Sorry but this is not my final form yet. It's just to match you. I wouldn't want to bully you by transforming to the last stage from the beginning. So you are done or is there anything else you can show me?" Answered Tessa while breathing hard.

"You are asking for it, My Lady. Don't cry that I bullied you later."

"So there is something else after all? Do your best then. Because I am still not impressed yet." She said smiling at him with a happy yet defiant smile.