Lost in lust

Melissa smiled sweetly at her professor. "I always thought you were cute, and I used to daydream and fantasize about you in class" she admitted. "You didn't need to use your lust venom on me. But it did intensify the feelings I have for you, which isn't a bad thing at all."

Niki looked at Melissa in surprise. "Melissa, I never would have guessed. You fantasized about me? That makes me feel so... special." She wrapped her arms around Melissa's naked body, pulled her close, and kissed her.

"Shut up and let's make some spider babies" Melissa cooed after breaking the kiss. "I can't wait to be fucked by that wonderful looking cock of yours." She reached down and gently stroked the long, black and purple phallus pulsing just above Niki's own moist and swollen slit. She ran her hand over the purple veins and knobby spots, and she knew she was in for a delightful, orgasmic ride.

Niki suddenly swept Melissa off of her feet and carried her across the room to a full sized bed. She laid her down on her back, and crawled on top of her, covering her face and neck with sweet, light kisses.

Melissa opened her legs wide as she slid her hands down between their bodies, feeling her way down to her own hot crotch and Niki's throbbing Black Widow cock. She found her womanly flower already swollen open and fully lubricated, ready to receive the entire length of the inhuman cock as she lined it up with her other hand. "Push it into me" she sighed into Niki's ear. "Slowly. I want to feel every bit of it."

Niki slowly pushed into Melissa's eager cunt. The sensation of the thick veins and knobs was more than Melissa could take as she thrust up int Niki. "Your cock is going to drive me crazy!" Her entire body ached and tingled with excitement as the knobby head hit the top of her womb. "FUCK ME!" she cried. "FUCK ME HARD!"

Niki was more than happy to oblige as she smiled sweetly at Melissa. They clung tightly to each other as Niki began rutting in and out of her with a reckless passion. She could feel the insides of Melissa's fuck tube tighten against her thrusting shaft, and feel the head of her spidery cock hitting the top of her womb with every stroke.

"FASTER!!! HARDER!!!" screamed Melissa. She could feel herself building up to an orgasm, and she wanted to feel lots of them as total lust took her over.

"I'm gonna spray your insides with spider cum!" teased Niki into Melissa's ear. "I'm gonna make you fat and pregnant with lots of babies, and transform your body at the same time!"

"DO IT!" Melissa screamed as she began to orgasm. "MAKE ME PREGNANT! TRANSFORM ME!" Her body froze, anticipating the warm, heavy spray of spider cum into her ****, fertile womb. She was not denied the sensation as the thick spray hit the top of her womb and spread outward, causing waves of tingling pleasure to course throughout her entire body. It was as if time itself was standing still, and in an instant she could feel what was happening inside her, and she let it take her as she cried out passionately. She kissed Niki's lips over and over again as she clung to her for dear life, until at last the orgasm began to subside, and the coming change began to take hold. "I love you!" was the last thing she said before darkness took her, and her old life passed away.