Hard breaths and weak moans echoed in the dim room with curtains closed over the windows. In this darkness a young girl lay with her chest on the bed while she kneeled on the floor with her hands shuddering between her legs. Huge spider abdomen protruded from her but laying on the floor behind her with its multiple legs spasming on the floor.

Priscilla lay her head on the bed with her eyes half rolled up and saliva streaming down her lips, wetting the bed sheets so hard there was a big wet spot.

In this time of a short respite between an orgasm and a new wave of lust that would overwhelm her again the door to her room opened bringing the light into the room.

Priscilla moved her glazed eyes toward the door seeing the woman with a chandelier standing there watching her.

"Mo..my…It…It's not going…away." Struggled to say Priscilla.

Tessa entered the room and sat near her daughter picking her from the bed and hugging her in her embrace.

"I know sweety. It's okay. Mother will make it better."

"I am scared mommy." Said Priscilla while tears streamed down her cheeks.

"Shhh" Voiced quietly Tessa. "It will be fine now. You will get better now." Said Tessa turning her head and looking at the man that watched them from the room's entrance.

Priscilla did not notice him at all until her mother looked to the side, bringing her attention toward him. When she saw who it was she suddenly screeched and tried to scramble away. 

"Wha..what are you doing here?!" Screamed Priscilla turning sideways covering her breast and privates with hands while keeping her eyes shut. 

"Shh. Dear. Noah is here to help."

"No! Please don't look at me!" Cried Priscilla with tears while her face was flushed so red she was almost shining in the dim room.

Noah breathed out a heavy breath and entered the room, closing the door behind himself.

"No! Go away! Go away, please! Don't look!" Begged Priscilla, shaking her head with shame. She could already feel her new wave of lust coming as she was getting turned on from the thoughts that she was watched by Noah, that she was naked and wanting while kneeling in front of him. She could feel herself already gushing between her human legs, however her rational mind still did not succumb letting her feel the shame of being seen in such a state.

"It's okay dear. It's okay for you to be seen this way. Let him see how delicious you are." Said Tessa hugging her daughter again.

"No mom, I…"

"It's alright for a mate to see his woman wanting. To see her in need of him. Let him know how much you want it. Let him want you back." Said Tessa quietly with a seductive voice, while watching Noah getting closer.

"Mate?" Asked Priscilla surprised.

"Yes, sweety. You felt it when you came back home, right? That delicious smell that Noah can exude. The smell you desired so much. Noah came here to let you bask in it however much you want." Said Tessa looking Noah in the eyes while he sat down near them on the bed. "Right, dear?" 

The moment Priscilla felt that wonderful smell, she couldn't help but moan out loud while her hands unconsciously moved in between her legs.

"Yes, dear. You can smell it, right? How good he is for you. How worthy he is to breed you."

"But…he is yours." Half moaned Priscilla, breathing heavily.

"It's alright, sweety. Today he is ours. Today there will be enough for us both."

"But…but…" wanted to say something to Priscilla, unconsciously sensing something wrong with it, yet was not able to put it to words anymore.

"Shhh. Don't worry sweety. Let mommy worry about everything. You want it right? Want to smell him. Taste his delicious seed." Said Tessa with a soft voice beckoning her daughter to move closer toward Noah who sat in front of them on the bed.

"Mm" Softly voices Priscilla approvingly while wheezing heavily.

"Don't worry then. Touch him." Whispered Tessa into her ear.

With her eyes half glazed and shining in lustful wonderment Priscilla listened to her mothers insinuation and stretched her hands toward Noah placing it on his knees.

Soft moan left her lips from joy of touching her desired male. She moved her hand over Noah's legs toward his belly and then reached to his chest.

Tessa stood up from the floor behind her daughter, under Noah's watchful eyes. She stared into his eyes and then moved her hands to her dress. Next moment it softly slid down her body and landed on the floor in a quiet rustle, fully opening her wonderful curvy body to his view.

"Mmmm." Moaned Priscilla sensing the smell of the male in front of her change now having a thin note of desire in it, that made her bite her lips and smell it with deep sniff. Hearing her moan, Noah moved his eyes down to the girl kneeling at his legs and when he met his eyes with her his desire grew exponentially from seeing that unbound wanton need in her eyes.

Tessa walked over and sat with her legs on the bed at Noah's side, while slipping her hands on his shoulder, then moving them down his chest.

"Do you feel it, Cil? How he wants you too now? That's why you don't need to feel shame. Not in front of your male, or your mate. Show him how much you want him. Kiss him like that." Said Tessa slightly turning Noah's head by the chin toward herself and kissing him with all her desire. Their tongues met each other in their open mouths and enterwined like snakes while they suckled on each other. Then they broke their kiss with their tongues still connected and licking each other leaving thin a trace of saliva connecting their tongue tips when they moved further away from each other.

Priscilla slowly stood up in a reverie and watched their passionate kiss in trance touching while herself with absent-mindedness.

"Like this dear. Show him your desire." Cooed Tessa, while Noah turned to watch her.

Priscilla came close to Noah bending slightly and then touched her lips with him cautiously as if afraid. Next moment she felt his hand entwine her waist and tongue intruding her mouth. At first she struggled to break free but a few breaths later she couldn't resist the pleasure sinking into the wonderful feeling spreading through her mouth to the deepest parts of her body. She fell onto him giving into his strong hands forgetting to even hold herself standing while he sucked her mouth licking her tongue with his own.

"Aaaah." Moaned Priscilla falling down to her knees with her feet going soft as cotton, unable to hold her properly when he finally broke their ling kiss. She sat there with her eyes glazed as if in dream land while wheezing heavily through an open wide mouth.

"That's right. That's how you kiss a mate. Now taste him." Said Tessa that was rubbing Noah's body this whole time, slowly moving her gentle hands towards the bulge in his pants. "Take a whiff of what he has to offer you, dear." Cooed Tessa undoing his pants  and taking out his rock hard cock under her daughters wanting gaze. Then she bent toward it from the side, opening her mouth and licking its tip. Slowly she lowered down his shaft toward his balls and embraced his dick, rubbing it on her face with wanton in her face. She suckled on it from the side and then licked back upward until she reached its tip again. Once there, she engulfed his cock head between her lips, with her tongue moving out of her mouth and sliding around his cock while she slurped in the tip.

Priscilla watched it as if in daydream, forgetting to even breathe. She opened her mouth sliding her tongue out and then licked Noah's shaft with Tessa still slobbering his cock head, making Noah moan out.

"That's it." Cooed Tessa with her mouth on his cock. Then she moved down gobbling his dick down her mouth, making Priscilla watch in surprise how that hard thing went inside her mothers mouth. After a few pumps with her mouth Tessa moved up sliding off his cock.

"Go on, sweety. Taste it yourself. Taste how hard it is. How wonderfully it spreads your mouth filling you to the brim." Beckoned Tessa.

Priscilla came closer to the tip and could not help taking har sniff when she felt that strong smell that she craved for weeks after she came back home. Smell that made her lose herself. The very smell that drove her so mad this whole time.

Once she felt that mesmerizing smell she could not stop, leaning her nose on Noah's cocks tip she took even harder sniff, shuddering from pleasure and moaning into it with her hot quick breaths pleasuring his cocks shaft.

After a few deep breaths she finally opened her lips and did not hesitate a moment to take that big hard thing deep into her mouth, gobbling it down hungrily, choking in the end once she reached her throat with it. She wanted to move back but her mothers string hand suddenly grabbing her hair held her in place making her gurgle with her saliva streaming down his shaft like a river.

"Hold it there. Feel how deep he reached." Said Tessa. Show him that you are worthy of it. That you can pleasure it whole. To the root." She spat out, pressing her daughter's head even harder. "Show him how wonderful a monster's mouth is. How we don't throw up even when we choke. Show him how deep we can take it. Open your throat for him." She exclaimed, accentuating every word with a hard press, while her daughter struggled to comply through her chocking and fought against her body's instincts to accomplish her mothers order. Soon Noah felt himself slid even deeper into, now feeling the tightness of Priscilla's throat on his cock's head. Then she slid up, released from her mothers clutches.

"Aaaaah." She screamed, once she tore herself off his cock and fell down again, leaning on his spread knees coughing. Then she looked up looking at the hard thick thing right in front of her eyes as if seeing a mountain that she desired to conquer and started to lick it all over like her mother did, starting from his balls and sliding her tongue upward, smearing his whole shaft in her saliva.

"That's right. Good girl. That's my daughter." Cooed Tessa watching her while also pumping Noah's cock with her palm. "Milk it. Make it spit out that delicious juice he is holding in this wonderful sack." She said fondling his balls gently. "Suck it all out."

Priscilla moved toward his dick tip again, sliding her lips on it and starting to pump it in her mouth as her mother showed her before, slowly going lower and lower.

Noah watched that beautiful young girl with a spider abdomen behind her kneeling between his legs with her mouth sucking him and then looked.over at her mother who watched her with lust on her face.

Tessa sensed his gaze and met his eyes then she moved to kiss him passionately. After a hit kiss she pressed her bountiful breasts into his face making him suck on them while embracing his head.

Noah suckled on Tessa's nipples, goblin her firm breast, while moving his right hand toward her clitoris and rubbing it, making her shiver and moan from pleasure, while his other hand moved on her daughter's head holding Priscilla's hair and moving up and down with her every move on his dick.

A few minutes later he could feel his orgasm wave coming and he strated to suck in Tessa's breast harder while quickly rubbing her clit just as she screamed to the ceiling shuddering with her lower lips gushing on his hand, Noah blew up in Priscilla's moth that was now gobbling his cock into her throat making her gulp down his man juice before she could move away in surprise. However once she tasted it, instead of breaking off from his cock she gobbled it down fully to the root gulping down every drop of delicious tasting liquid.

"Mmmm." Moaned softly Tessa. "Amazing, right? This is the taste that your body chose for you. The taste of male that your instincts desire. This is the male that will make you a woman." Said Tessa when Priscilla moved off Noah's dick with an open mouth and eyes rolled up in pleasure from the magnificent taste that she had never tasted before.

"This is the taste that your breeding organs desire so much. That's why this feeling never goes away. Because nothing can replace this wondrous taste." Said Tessa laying on the with her chest and lifting her magnificent butt upward spreading her cheeks slightly while staring back at Noah that was watching her in reverie

"You have to take it in." Whispered Tessa. "Make it penetrate deep inside you. Impregnate you." She breathed out and Noah moved toward her with his steel hard cock slamming into her and making her scream out her pleasure.

"Oh God! This is it. This is the joy! This is the man that we chose!" Exclaimed Tessa wheezing while Noah slammed into her ass with his pelvis fully sinking into her pussy. He grabbed her hands and lifted her up from the bed while fucking her with quick hard slams.

Priscilla watched in astonishment with her eyes open wide but that feeling soon was replaced with wonder how it would feel to be in her mothers place. How it would feel to be slammed into like that. How must her mother feel, if even she, always stoic and strict, is screaming in pleasure aloud like that.

She moaned with her face full of desire and moved toward the couple fiercely mating in her own bed, with their juices splattering all over her bed sheets. She embraced Noah from the back feeling his hard moves and licked his neck tasting his sweat full of that delicious smell she craved. She suckled in his neck and fondled his body until she felt a strong shiver spread over the bed and over Noah, with her mother screaming in orgasm, making Priscilla moan in answer as well.

Once Tessa came she lifted up and pushed Noah away making him slide out. 

With her eyes half glazed and breathing hard she watched into his eyes then looked over at her daughter that was licking him all over in absent-minded lust.

"It is your turn now, sweety. Let him penetrate you. Let him make you a woman."

Priscilla only moaned softly in reply and then moved toward her mother to lay in her spot. However her spider abdomen did not allow her to lay the same way as she looked at her mother as if in confusion.

"Turn to your true form, dear." Said Tessa, and Priscilla started to change with her human legs morphing into her spider abdomen. 

Soon a huge spider with a human torso growing out of it at the waist stood in front of Noah on the bed. Just a few weeks ago he would have been terrified into losing consciousness, however now he had no negative thoughts. Priscilla sensed his gaze and watched him carefully as if studying him. A few moments later she did not feel any disgust from him and her desire for him grew even larger. She lay down on the bed looking over her shoulder with her spider abdomen toward him. And a small slit showed on it with protective folds moving apart, letting him gaze into the gentle soft pink skin that was inside her mating hole. 

Priscilla lay there waiting for him gazing at him with her hard breaths echoing in the room. Noah looked at the pink hole and felt a strange sense of beauty from it. It was gentle and beckoning. His breathing quickened making him breathe hard with desire.

"It's okay, dear." Cooed Tessa as if sensing his thoughts. "She is a big girl. She can take you on in your transformed state."

Hearing these words Noah used his skill, starting to grow in size. His muscles bulged showing incredible strength hidden in them. His legs bulged, not ripping his pants only because Tessa's intricate weaving in making them, allowed them to stretch a lot. 

Soon a huge male that looked more like an ogre stood on the bed behind Priscilla with a huge pole-like thing standing firmly between its legs, making her actually afraid.

Tessa grabbed her daughter's body and whispered into her ear calming her down.

Noah slowly closed his huge monster cock toward her pink slit and gently slid it on her folds, making her moan from sensing hard hot thing glide on her soft skin.

Then he adjusted it slightly and slid his tip inside her making her shudder.

"No! It's too big, mommy!" Exclaimed squirming girl held by her mother.

"Shhh. Sweety it will be fine. You will feel good when it penetrates deep inside you. It is so big to rub that itch that you could not reach when you masturbated. Noah will reach it for you. He will make it disappear with this wonderful thing of his." Softly spoke Tessa, while Noah gently slid deeper into her squirming daughter.

"AAAAaaah." Screamed Priscilla grabbing her bedsheets with both hands when Noah slid fully inside her.

"Yes. Now you feel it. How deep inside it is. Feel it with your breeding organ that made you mad all this time." Said Tessa lifting her daughter. "Feel how delighted it is from being touched with this big cock it so desired. It will be even more delighted when that cock delivers his seed into it." She said, embracing Priscilla's body. Then she looked into Noah's eyes.

"Breed my daughter Noah. Make her a woman."

At these words Noah slowly slid out and then started to slide back in. With every move back and forth he started to quicken his pace, while Priscilla could not hold her voice and her moans turned into scream.

She clung to her mother holding onto her with all her might while screaming in tact with Noah penetrating deep inside her on every slide in.

After a few minutes Noah felt that Priscilla's tight hole gave in and let him slide into her more freely allowing him to fuck her harder and faster.

Once he quickened his pace again Priscilla's scream of pleasure turned into beastly howls through her clenched teeth.

Noah huffed hard fucking the spider girl feeling his orgasm coming over him and grabbed her spider abdomen slamming hard into her slapping his pelvis against her with a scream of his own.

The pleasure of previously unknown heights that Priscilla felt suddenly increased even higher, exploding inside her with a mind wrecking eruption of feelings. At that moment she could not even scream anymore as she just lay with her mouth wide open, unable to even breath. Once his sperm smeared her insides, her whole body exploded with her own orgasm, blinding her and throwing out all rational thoughts.

Noah felt something change inside her at that moment. Her insides tightened as if gripping him not letting him go. Then he felt strong vibrations that were trying to milk him of every drop of his sperm.

Tessa let go of her daughter and moved away from her with a sad face on her face, while Priscilla's spider legs started to scramble around tearing apart the bed and everything that stood in their path. Then her body suddenly turned around with his cock still lodged deep inside her and she jumped over him pressing Noah down under herself. 

Noah saw that her monster eyes started to become red with not a drop of rationality in them. However before he could feel afraid he felt huge pleasure spread through his huge cock as her soft insides started to move and fold, pleasuring him in an unnatural way for any other pussy moves. 

The spider girl that lost her rationality started to move her abdomen fucking herself on his male thing while closing on him with her huge jaws open, ready to bite him.

Tessa looked at her daughter with moist eyes but before a tear could come out of them she turned away and walked out of the room.

Just before Priscilla bit into Noah a sense of rationality shone inside her eyes for a split second and she bent to the side and bit him on his hand.

Then that spark of rationality left her and all that was left was a fierce monster with an unbound desire for mating. So that's what it did.