Potions 8 - Second Thoughts

Story by toucanplay on SoFurry

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#8 of Potions

I don't really know much about spiders do it, or how to make it or them sexy, or anything really. But here's a story!


In the prologue, our ten adventurers discovered a strange vial inscribed in an ancient language.

In Part I, Connor the barbarian sampled it, finding its effects made him an even more bullish fighter than before.

In Part II, Stefan the fighter drinks from the vial in desperation; he regains perhaps a little too much vitality, and a change of focus onto a bigger picture.

In Part III, Elwin the mage discovered a new source for the contents of the vial, and decided that he was very into hanging around what he considered the new, improved Connor.

In Part IV, Robin the cleric tried to bring order to the chaos that followed from when Elwin was abducted, only to add further chaos when he exploded into a great tentacled being.

In Part V, Sir Paul the paladin and Brent his squire fall for the lust they have for each other, their bodies corrupting themselves and each other until they part ways as an owlbear and a fox.

In Part VI, Marcus the thief discovers that he is turning into a displacer beast; with no way of fixing it, he decides to go with the flow and tries to enjoy it as much as possible.

In Part VII, Giorgio the bard transforms into a big, black, arrogant dragon, wipes out a family's herd for a brief snack, and gets the men-folk to "milk" him instead.

And so we have...

Part VIII - Second Thoughts

For most of his life, Vernon did not spend much time reflecting on his actions or their consequences. As an agent, sworn into secret service for King and Realm, he spent most of his life dancing on the edge of fate's spinning coin. Learning lessons from the past, and devising long-term plans for the future were other people's jobs; reflecting and daydreaming were the two sides of fate's coin, and both meant death for him when the coin stopped.

Now was different. Vernon could hear the words of his instructor in his head, the memories as fresh - and more believable - as those that had happened to him just today. "All men lie; most to fool themselves. The biggest lie is that they know themselves." For the first time in his life, he wondered if, perhaps, he had made some bad choices. He pulled open his shirt again, frowning as the blisters continued to distort the criss-crossing streaks of old wounds. The reminders of lessons learned from his stays at Kargatha and Qu'un may end up not being as life-long as he had expected.

Other blisters had appeared over his body since he had first noticed them, but the ones on his chest were the largest and easiest to examine. The ones on his hands were certainly easier to see, but the distortion around his fingers made it harder to see what was happening, the bulging growths merging into one continuous lumpy, squelching mass on each hand.

Vernon already knew he was on borrowed time. The fate of the others had taught him that; although the variety of fates meant that his particular branch of eventual monstrousness was still a mystery. He didn't understand why they had not all turned into the same thing, but the very thought of transforming left him unnerved in a way he never had felt before.

His scars told a tale of how the veil of civility was sheet-thin, and that nations could lie too. Nobody survived the black-knives in Kargatha. Nobody could escape the body-sized cells in the Dungeons under Qu'un. "Let them lie," he had thought; "I will lie for them too." But there, the horrors had come from without. He could, and had, escaped in part by retreating into himself. Now, feeling the changes coursing through his body with every heartbeat, there was no escape. The fact such extreme body changes did not hurt as much as they should have felt even more unnerving.

"I'd have preferred death." Vernon smiled grimly. Death, at least, was a familiar partner. Through his actions, villages and towns had been wiped off the map; and he had personally sent men, women and children into that black void. "Will all monsters die?"

Vernon shook his head; he didn't have time for that nonsense now. He knew his body was betraying him, with a good chance his mind would follow. He still had a mission to complete, and he would try to do that with every remaining scrap of sanity and self he possessed. His breath rattled as it came out, and rattled more when fresh air went in, fuelling the muscles that burned in strange ways under his blistered skin.

Vernon examined the blisters again. He noticed some of them had burst open, dripping a sickly, green-tinged creamy fluid; it could very well have been pus if the wound was normal, but his nose still worked and it didn't smell like pus. It smelled closer to a scent he'd smelled the brothels he had entered: the public face of his persona required certain obligations, and places designed for discretion were great camouflage. He didn't like the way that smell was stirring his own repressed appetites, especially given the small glimpse of his future that he could see wedged between that tissue.

Squelching fingers probed at the smooth, odiously-green patches of what seemed to be a shell or casing of some kind. The distorted sensation from his fingers reminded Vernon of something in a stronger way than sight alone could. Poisons and venoms were an important tool in his trade, and he had learned of beetles and spiders that could kill a man with one scratch or bite. Their hard bodies had the same texture as the patch of shiny flesh that had grown to replace his skin. "Perhaps I could still be of use!" he mused, laughing bitterly. "Scuttling here and there, biting the enemies of the realm. Lord Vernon, His Majesty's Insect."

Vernon had been trained to be one of the few exceptions to his master's words. He knew himself, and others, well, meaning the lies he wore more believable. Merchants met a man of recent wealth who was more loyal to his own purse than the fate of the kingdom. The nobility saw an upstart commoner, but one with a knack for dealing with those small, unpleasant matters that arose for prominent families. For the clergy, he was one bohemian menace amongst many, but who could be counted upon for penance later in terms of donations or services. For the military, he was a useful adjunct, like a blacksmith for reputations. Vernon had learned that money, titles and honours made for wonderful disguises, especially when the flesh underneath bore scars that told a different truth than one he wanted being told.

Vernon froze the grin on his face, his legs starting to wobble slightly with each step. He didn't care what fate befell the others; they would all fall eventually, cursed by the same explosion of corrupting fluids that had tainted him. If he came across any of them, he wondered if he would recognise any of them. Possibly the minotaur, but he had retreated into the dungeon, and...

A strange gleam burst into Vernon's eyes. Ashfist! He had forgotten that the druid had not been around during the entire event. His plan changed. "I need to find him, get him to take a sample of this fluid to the King, along with..." A cough interrupted his thoughts. He hacked and spit, the taste of the saliva and phlegm in his mouth surprisingly salty; he looked at it, and wondered just how much of that creaminess was simply froth.

Vernon frowned, rethinking his plans; after all, Ashfist was at home in forests, and nobody had been sure exactly how long he would be gone. He might have assumed that they had left already, and tried to find the others. "If only there was some way to tell where he was..." Only there wasn't; it meant that the last option he had was to get as close to the kingdom as he could, possibly leaving a message or orders, his future body to be harvested for the potentially useful substance.

Vernon shuddered, feeling a stirring between his legs. He could feel the blisters on his genitals as well, adding a dull pain to the swelling erection in his pants. He was familiar with sex, but it had become part of his duty, and it had lost that sensual allure most normal men had for it. Now, though, the heady rushes of early manhood throbbed through him, feeling unfamiliarly pleasant. "It's as if it's for the first time again," he thought, the smile growing on his face quivering with gently-pulsing bulges.

The greenish carapace growing underneath Vernon's skin spread; he could feel its hardness wrapping around his churning, changing insides. He was glad for it, as it kept him moving as he felt his bones soften. Without the shell, he would have a hard time moving around. He examined his body, the remaining layers of human skin starting to turn translucent, the underlying green becoming more prominent.

Vernon's fingers started to work at the shirt, gently pulling it away from his skin; he could barely feel the touch of it against his flesh but it meant he couldn't keep track of the progression of his transformation, which would be imperative to know to judge how much time he had left. His fingers moved clumsily, something that he was not particularly used to, and suddenly felt very sorry for the elderly, scarred men who had retired from active service to help scheme and train their replacements.

With a yelp, he felt the tip of one finger bend in an unnatural way; it remained, but the nail fell out, a thick hard green point emerging from where the nail had been. "That's me," Vernon thought, trying to retain the indifference he had been trained to feel towards himself as an individual, and to move his mind back to his mission.

Vernon debated with himself about his trousers. His erection had not gone away, its firmness kept stubbornly distorting the front fabric. His scrotum felt heavy and thick, clinging to the insides of his legs, his testicles bulging to the limit of his skin. He was oddly fascinated, curious to see his changes, and why they focused so much on his genitalia. His hands squeezed at his belt, less shocked now when his fingernails popped out, more green alien spikes jabbing from the ends of his fingers. Not all though; only the two longest fingers on each hand apparently earned a growth, the others becoming wriggling growths of flesh.

His trousers slid slowly down his legs, the heaviness of Vernon's top making them sway and wobble slightly. The tip of his erection swung down with the fabric, surges of potent, raw feeling coursing through him as the material slid over the tip. His pubic hair, he noticed, had fallen out, leaving his crotch smooth as the base of his shaft appeared, almost as bloated and green as the rest of him was slowly becoming. His eyes clamped shut, the sensation overwhelming him, more fierce than any prior torture; as insensate as the rest of his skin had become, his cock's sensitivity seemed to be amplified.

As Vernon slowly worked his shaft free, it sprang up; the head was a bulging, throbbing green blob, each beat of his heart causing it to pulse as if it were a second heart. He examined it, carefully running one of the new tips of his fingers down the familiar grooves of flesh that had distorted, bloating outwards. It felt larger than he had ever seen it become when aroused in the past; the same part of him that was feeling the youthful intensity of lust again wondered how much of that size he would keep after he was done transforming. Whatever force was keeping it erect also sent ripples of motion along his length, visible ring-like bulges shimmering up from the bulging, swollen base.

Freed from his waist and tenting shaft, Vernon stretched up, allowing his trousers to fall down to the ground. His cock pulsed, the swollen green head drooling with thick, creamy fluid. A strand ran down to the ground, sticking to his pants, yet it still hung from his head as blobs ran down, creating a tiny pool of fluid by his feet. He tilted his head back, tongue and jaw hanging down; whatever continued to hold his changing form together was no longer able to support his jaw. It would have dried out his mouth, but each coughing spasm filled his mouth with a runnier, wetter fluid than the semi-solid stuff trickling from his shaft.

Vernon cupped his sack, the usual wrinkled skin taut and throbbing. The testes inside felt large, his fingers feeling the line where they seemed to press against one another as they continued to grow. He could feel a hardness around them, just under the skin; he reasoned that more of the plating was growing there, but for what purpose he couldn't tell just yet.

Slightly concerned with the fluid continuing to cling to the tip of his shaft, Vernon tried to pinch it off. Arousal spiked through him with overwhelming intensity; his hand fell away, and his floppy mouth moaned. When he recovered, he tried a different approach, pinching some of the viscous fluid with his fingers - the two "real" ones that still worked, the other fingers flopping limply - and pulling it out.

Vernon's breath exploded out of him. He could feel himself pulling something that was thin, but solid, that was being produced by his body; teasing it out matched the best moments of pleasure he had experienced, as he slowly coiled the sticky, dripping line around his fingers. The solid parts of the strand sent a signal straight into the base, animal parts of his brain, and he closed his eyes, feeling the muscles of his face twitch and slide over his softening, reshaping skull.

Letting it go, more tugged out, and more pleasure overwhelmed him. If Vernon was free, he decided he would love to do nothing more that to keep tugging on this thing, even if it meant losing what remained of his humanity. However, he still remembered his oath; he was still alive, and so he had a master to serve, a mission to perform that didn't involve him pulling a mysterious strand from his bloated, alien shaft.

The muscles in Vernon's mouth parted; pieces of new, hard flesh sliding over each other. His vision blurred, as though his eyes were blistering, the image breaking apart. He reached up to touch his head; his hair had fallen out, which didn't surprise him, and he didn't like the semi-soft skull changing shape, but he was glad to find that, fingers probing around in his mouth, that he would soon have a replacement for the clearly-decaying jaw flopping down, dribbling a white goo that oozed down his chest.

Vernon grunted, the noise alien as it squealed out of his changing mouth and throat. His legs could no longer support him upright, and he tried his best to give himself a graceful descent. He failed, body collapsing on the ground, his penis shuddering as his body rolled on top of it, his scrotum bouncing in the large mass growing between his legs.

Several things seemed to happen to Vernon all at once; he realised that they had, but their totality was overwhelming that it took him a few moments to check them all out as he slowly tried to lift himself off of the ground.

The most obvious was in his legs. Vernon's feet, which he had been ignoring, were now bootless; scraps of flesh his body no longer needed remained in them, including his toenails. The force of his fall had revealed his new legs - all four of them - as long, thin branches of green-plating and fine-haired joints. The joints were very different than what he was used to, and he wriggled them around, getting accustomed to how they moved and their new weight.

The higher pair of legs on either side were long enough to reach his cock, and the drooling mass of gooey strand between them, which led Vernon to his second discovery. The remaining skin on his blistered torso had finally split, allowing his new shell to be exposed to the air for the first time. Dead layers of skin lay beneath him, sticking to the ooze-covered strand; he tugged it, enjoying the pleasurable surge that it gave. He yanked on it, pulling off the unnecessary, scarred skin where it was no longer needed.

This included what amounted to his third discovery: his penis, or rather the long, plated protuberance that his penis had become. It was as large and as thick as it had been, save for the small layers of flesh that had enclosed it. He seemed to be permanently erect, a glistening green shaft that emerged from a slit opening between two plates. His human scrotal skin had split as well, as his testicles continued to grow into a large swelling plated cavity.

Pulling on the strand, Vernon put his arms on the ground, giving himself a moment more of pleasure. Inside the increasingly useless flesh of his arms - perhaps, he thought, around his arms - he could feel twinned limbs squeezed together, a match for the new legs that his limbs had become. He was impressed at how well he could stand, supporting himself on six of what he guessed would be his eight legs.

An idea was slowly growing in Vernon's brain, sliding around his tongue with the limited control he had over it, feeling the growth of his pedipalps as it pushed out of his head. The strand was incredibly sticky; he imagined it was at least similar to a spider's web. He could use that to his advantage, weaving a line of it through the forest. He surmised that, just as a spider could detect a fly caught in his web, that he could detect if Ashfist came across an area he had already covered. If so, then he could give him word of what happened, and send him back to the King.

"Besides," Vernon thought, "it would allow me to keep doing this..."

He pulled at the strand oozing from his cock - or whatever it was - and felt a shudder of pleasure. Vernon shifted forwards, feeling his weight move awkwardly between his human and inhuman parts. His third pair of legs twirled the fluid around into a thick, sticky ball just below him. Finding an appropriate tree, he wedged it against a tree, admiring at how sticky it was. Every step was like an orgasm shuddering through his body, his cock swinging backwards to aim behind him as he made his way across the forest floor. Once he had it started, he no longer needed to use his legs to tease it out.

While he moved, Vernon's metamorphosis continued. The growing sack which produced the strands and his corrupting seed throbbed, the shell expanding as more altered organs left the cavity of his shrinking human torso. Multiple black arachnoid eyes gave lidless stares from his changing skull. Flesh fell away from his mouth, his nose gone as strange implements poked from between the remnants of his pale, sagging cheeks.

Vernon paused, using his new mouth pieces to bite at the stubborn, dead human flesh clinging to his front limbs. He tore at them, wriggling the confined pairs of legs until he had freed himself from them, stretching his previously-confined limbs and practising supporting himself. The motion had helped to rid himself of what remained of his face; he was now a large, green spider.

His intelligence remained, but as he continued to trace out his web, he found it was harder to care about his initial reasons for doing so. He had, in a sense, given his life in service for his kingdom. Nobody would mistake him for the man he had once been, quite possibly even if he told them. He could sit hear, and unleash this heavenly thread from his shaft until he grew bored - a possibility, but since the sensation hadn't died down, it didn't seem a likely one - or until his new body's other needs became more urgent.

That happened after not much more time. Vernon's web had grown to cover several acres of the forest, and he had gotten used to weaving in and out of the trees, no longer bound to human limitations on walkable surfaces. He did not know if spiders had stomachs as humans did, but he knew that he was hungry. He needed to end his web-making for now, and conserve his energy. Crawling around a nearby tree to leave the thread taut, Vernon released it.

Unravelling the webbing had felt like a continued orgasm, but releasing it from his body swarmed his body with an intense blast of even greater pleasure. Vernon's appendages twitched as he stood there, waiting for the sensation to pass over him. "Can't do this often," he thought, regretfully. "Too vulnerable."

The sensation passed, and Vernon scuttled along the ground. As sticky as the webbing was, his body seemed designed to almost ignore it as he headed directly towards its centre. All he had to do now was wait for the "flies" to enter his domain, and he imagined there would be quite a few that would come by eventually. His old compatriots, for instance, or the druid; or even soldiers sent to investigate what had happened to their party. His mouth quivered, a thick creamy fluid dripping from his mouth. He couldn't wait to inject men with his "venom".