FSE

Furry search engine

formerly SoFurry search engine

(F tf hybrid; Orchid Mantis / Woman / Honeypot Ant)

There are two break points in this story- if you do not care about a storyline at all; the middle part is where the TF and sexins are. The first section is story, the last is action.

Ann is a beautiful woman- no one will argue that. When it comes to insect anthros, the opinions tend to differ more radically- but Ann's beast aspect is quite tame. Ann's skin is a very pale peach tone, her eyes a pale olive green and almond shaped. Her hair reaches her shoulders and is pitch black, and cut with short bangs.

What at first may appear to be two streaks dyed into her hair are in fact her antennae- always pulled back to contour her head to make them as unnoticeable as possible. On her upper back are two bubbles of skin-toned chitin. The only other insect trait she has is also the only one she cannot hide- Ann has four arms. Two sets of shoulders host two sets of arms, but she has the same number of digits as a normal human. Her top arms end in a hand with one thumb and two fingers- the arm below that only has two fingers and that is it. Her arms have chitin encasing them to the shoulders but her palms are bare flesh still as well as some narrow gaps between chitin plates. Even the chitin itself is smooth and skin colored so you cannot tell it isn't skin unless you are standing right next to her.

Normally, being beautiful would be considered a good thing, but at the moment Ann considers it more of a curse. She started working for Bestia Tutum- a very well-known security company that became vaunted as the first security company post-transformation. You see, in the world of Wick everyone in the entire world had their 'inner beast' manifested as a physical aspect, turning everyone into an anthro. The only full humans are wearing ward stones to keep the spell effects off- otherwise they too would be anthro. The transformation however relies on the individual... which poses a very big potential problem. What does a psychopath turn into? A murderer is already dangerous- now what if said murderer turns into a rhino anthro who can just bend the bars of his prison cell and walk out? Security companies needed to up their game REAL fast, and Bestia Tutum was the first to make their systems... beast-proof.

It was a well-paying job as the secretary of the CEO of Bestia Tutum- Mr. Julian Whiterock. You see- Ann is pretty enough that she can go anywhere without worrying about someone getting creeped out that she is part bug, so she did not have to live in the Silkweaver district of her city of Los Anul with the other insect anthro. And since she cannot produce silk- it made sense that she didn't. But she still has multiple limbs thanks to those traits, which means her typing speed is inhuman. She can type at the same speed anyone can talk at- allowing her to record any conversations or make copies of any documents in a very short period of time. Or... that is what she assumed she got the job for, because she can light any typewriter on fire with her speed!

Turns out though... Julian only hired her because she is beautiful. He got his position by default from his mother who was CEO before him, he did not care about the job, just the money it made him. So he did not hire Ann for the merit of her skill- that is merely how he found out about her. She was hired to look pretty... and she found out quickly enough when he started making rather bold advances toward her. Ann had zero interest in him, but as a rich CEO he was not accustomed to taking 'no' for an answer. It culminated to Ann quitting her job only one day ago... a mere two weeks after being hired. It was a well-paying job in the heart of Los Anul at the base of the Skypillar district but Ann would not sell her dignity for any price. She stormed out of his office, informing him that he could look forward to speaking with her lawyer. Julian could hire the best lawyers in the business and just buy his way out of court- he was not afraid of some scrawny woman trying to take him on. However his advisors informed him after she stormed out that if she puts up a struggle the media will catch wind. Having rumors of the CEO of a security company, jeopardizing the security of his own staff with sexual harassment... well... their stock price won't survive as easily. It wasn't the judges and lawyers he needed to bribe- its Ann to keep her mouth shut. Problem is; she just walked out of a high paying job without so much as batting an eyelash... she doesn't have a price.

Ann is sitting in the train now, heading out of the Skypillar district to the west of Los Anul. Trains are the most popular mode of transportation around the mostly steam-powered city. Ann is heading to the north end of the Range district where her cousin lives, hoping she can stay there for a bit, while she sorts herself back out. The elevated track wove around buildings deftly, the click and clack of the wheels on the track made a pleasing lullaby for those who wish to sleep the trip away. Ann gawks out the window nervously though, wondering how Julian plans to retort. If she turns her back to him to run she will just be stabbed in the back, and allow him to walk free to harass any number of women after her. No... the only option was to stand and fight. As low as her odds of success are.

There is a soft whooshing sound at the front of the train whenever it passes between taller buildings. The train cars are coated on the outside with solar panels that feed it power as it goes, but when it falls into darkness it switches to reserve power, and if that starts to run out- they resort to burning coal. The train is quite efficient with its power however, even when the train stops- rather than waste even more force to kill the momentum, the momentum from the wheels is transferred up into a magnetically levitated sphere at the fore of the train which remains spinning in a near-frictionless compartment. When the train starts back up- the momentum is sent from the sphere back to the wheels. That is what the whooshing sound is- drawing some reserve momentum from the sphere. It also made a good cover for when an unexpected guest dropped onto the roof of the train, and swung down onto the side of the car. Julian replied to Ann's threat by hiring an assassin. The killer slid over the window quickly enough that Ann could not see what it was before her face was covered in a thick mesh of spider silk, blocking her breathing! Ann lost consciousness on the train, and vanished before the attendant passed through the car again to see if she was enjoying the ride.

Ann wakes up slowly; her heavy eyelids flutter as her blurry vision fades back in. She is being held upright by something... tied at the wrists- silk! It was a big, nice looking apartment. Ann did not take long to look around because the peach fuzz hairs on her skin stood on end as she felt the presence of someone behind her! The silk binding her wrists was too tight and held her arms too far apart for her to turn around and see who it was! Oh no- this is it! She is going to die for walking out and threatening that bastard Julian!

Two hands covered Ann's eyes from behind and a deep, smooth womanly voice whispered in her left ear. "Guess who."

"P-please... don't hurt me."

"I get called that quite often, but no. Try again."

"Did Julian send you to me? Please... what is it going to take to get out of this?"

"What, your ties? I will take them off right now if they are that uncomfortable."

"W-what?!"

The hands left Ann's face and one and then the other silk strands were cut from her wrists, causing her to almost collapse forward completely, staggering to get her balance. Ann caught herself on the edge of a corner counter dividing the kitchen area from the rest of the flat. She turned around and gasped at her tall assailant. Her eyes focused at first at the hazard-orange colored point of the scorpion stinger on the assassin's long tail, but then the chitin mask over her face opened and Ann immediately recognized her!

"Val?!"

"Yey!" Valkyrie clapped. "You got it in two!"

Part scorpion, part spider... Valkyrie is not at all someone you want to fuck with. A hybrid made entirely of apex predators... she is a paragon predator. Her head is human, at least in shape. Her face is adorned with not two but five eyes- though using more than two at a time is confusing and usually results in a headache, so only the two standard eyes are open right now. Her irises are unusual neon pink in color. Like a spider, her different sets of eyes see the world slightly differently- so each set serves a different purpose. The ones above the standard two see infrared light, while the top, middle eye can see ultraviolet light- try all you want, you cannot hide from her. Her plush scarlet lips are usually hidden behind a mask of black chitin- this is actually two insect mandibles that she currently opened up to reveal her full face to Ann- each mandible is tipped with two orange spike-like fangs. Her mouth is mostly human- however she is able to divide her human mandibles as well to open her mouth inhumanly wide if needed. Val's spinnerets are located on the inside of her cheeks, so she pools liquid webbing in her mouth and spits silk.

Her shoulders and lower arms and the outside of her hands are covered in sharp overlapped plates of black chitin, giving her lower arms a serrated look. Her hips are wide but she has no pelvis- the hard chitin on the surface replaced the need for bones inside of her. Val has four legs instead of two- her vulva in between the front two and her anus at the apex, between four glutes, directly under her torso. Her legs are tall and end in very tiny feet with two clawed toes each. The chitin around her lower legs and feet feels rough and is actually covered in thousands of extremely tiny but stiff hairs that allow her to cling to surfaces- she can walk up walls. Her scorpion tail grows from between the rear two legs and is very long- and almost always in motion. The stinger is backed by a very large bulb where her venom is produced and stored, ready to deliver an agonizing fate to whoever crosses her.

Valkyrie has what appear to be stripes of chitin on her torso covering her collar bone, her nipples by compressing her DD cup tits in slightly, and two around her sides... these are technically six additional limbs, but are too small to really have a purpose, so they simply cling to her body. Her chitin is a glossy black, but her claws, stinger, and outer fangs are instead matched to her hair color- a vibrant orange. Her hair is made of very voluminous waves and cascades to her lower back as well as a trim bush crowning her exposed pussy... Val is not, and generally does not wear clothes.

Valkyrie and Ann shared a dorm room in college! They were semi-secretly lovers for the duration of college but Val ended up dropping out. They remained in semi-regular communication till Ann graduated. Val never told Ann what she was up to or where she was living after dropping out, so she had no way of communicating to Val. So when she graduated- Val also lost her means of finding Ann. They haven't seen each other in 7 years! Now it is pretty obvious why Val never gave Ann much information on where she went... she is an assassin for hire.

Ann was always amazed Val's legs do not get tangled together when she walks, yet she walks with such grace. Because she has four legs, none of her legs actually face forward- they are arranged in a cross shape. The front two are forward and to the sides, and the back are backwards and to the sides. It also makes her incredibly hard to knock over because if you sweep one or even two legs out from under her the other two still catch her. The bottom segment of her legs is actually what would be the sole of the foot on a human- and the reason she is so tall at over six feet.

Ann furrowed her brow. "W-wait, so... Julian didn't have anything to do with this." Ann sighed, lulling her head back limp. "I thought I was going to DIE."

"Oh, no, Julian did hire me to kill you."

"WHAT?!"

"I mean-" Val burst into laughter for several moments. "-obviously I am not going to do it. That would be fucked up."

It took Ann some time to settle down, but Val offered her the apartment as a temporary home. With Julian gunning to kill her, this was most likely the safest place to be. No one is going to be stupid enough to try to attack her in the nest of a well versed assassin. The apartment was only one level but quite large. It looks like a nice place though that is speaking of the structure of the apartment itself alone- not how Valkyrie has been keeping it. Lots of windows but they are all shuttered closed. There are piles of dirty dishes in the kitchen, random trash all over the place and even laundry randomly scattered around from the rare instances of Val wearing clothes to try and be stealthy. In her bedroom the trash piles and laundry were basically arranged in a circular clearing like a nest in front of a TV with a game console hooked up to it. There are quite a few houseplants as well, and surprisingly all watered and healthy- so at least she looks after something.

The two of them talked all afternoon once Ann calmed down a bit. They told each other what they have been doing since they last met, and the two stories were quite a contrast. Ann was training her literary skills to write and type as fast as possible without errors, and also quite good at mathematics. Val has a head count of over twenty people and has never been caught. She is a potential suspect in several of them but the police have never found enough evidence to act on it. Or so they say. Val suspects they actually might have, and deliberately discarded some of it- out of fear of Val killing them instead. Two of her hits were actually paid for by the police themselves; criminals that were too dangerous for the average cop to handle.

Ann blushed as Val gawked at her over the kitchen table. "W-what?"

"Mmm, just... you don't seem to have changed. Like, at all."

"Wh-is that bad?"

"Mmmm, no. Just... I always thought you had more... growing to do." Ann crossed her arms in front of her modest C cups making Val laugh. "Not that kind of growing! I mean your beast aspect. You are suuuuper human still, but you are a tiny bit bug so I know you're not wearing a ward."

Ann put her upper arms up and lower arms out. "I have four arms! That is bug enough."

Val raised her right hand while still holding her drink in her left. From between her fingers her hand splits in half, then her forearm, then her upper arm! Val reveals her arms are almost exactly like Ann's! Unlike Ann; Val's two sets of arms share the same shoulder blade, so they are not far apart, allowing her to rest them together to make it look like only one arm. The number of digits is the same- two fingers and a thumb on the upper and two fingers on the lower, so when pressed together it just looks like one normal human hand. Her serrated chitin plates do not cover the inner facing sides at all, giving them a flat surface of bare flesh to press together.

"Well yea, but you're... you... you are youuu." Ann's eyes slowly turned to the side, unable to word it properly.

Val chuckled and finished her drink in a quick gulp. "I am a fucking psychopath, yea. So it doesn't matter what I look like." Val pointed to the antennae Ann keeps slicked back against her head. "But I can tell you are trying to hide what you are still. The transformation is based on personality... if you repress your personality the changes cannot progress."

"That doesn't mean there are more changes, either! I look fine, and this works just fine for me." She puffs up her cheeks in an exaggerated pout.

Ann is startled as Val's stinger erupts from the center of the table! Her tail swings to the side casually tossing the table across the room as she stands up toward Ann, causing Ann to scramble to her feet to try and back up! "Maybe. I think I need to get a closer look at that body before I make any judgements~" Val walked forward and Ann walked backwards. "Been so long since we have been together. Julian's request said you were single? Really? I guess he included that point as if it would make me more likely to accept, hah. Even more surprising, then, that it turned out to be you."

---

"We- I- busy with trying to find a job, y'know so I haven't really been looking! I mean I have had jobs but like, a career kind of job a-" Her back bumped the wall as she ran out of space to evade.

Val flicks a strand of webbing at her and yanks Ann forward by it! Before Ann could react Val caught her and kisses her, deeply. Both women have very plush lips, making their kisses extra pleasing. Ann tries to pull away after several moments to catch her breath but Val closed her outer mandibles, holding Ann's face still, teasingly. Val hums a laugh before letting her go.

Valkyrie looks at her catching her breath for a moment before taking two of her arms to lead her to the bedroom. "C'mon silly! You can't be that out of shape."

Val lead her to the bedroom- a bit oddly shaped. The bed is actually elevated in a small loft above the large closet, but not separated from the rest of the room by a wall. Ann once again tried weakly to resist as they got to the bed.

"W-wait... just... like that? It has been so long since I even... I, uh..."

"I will blow the dust off."

Valkyrie swipes up with her tail, getting it between Ann's shirt and body, popping her stinger up through her cleavage. The stinger curves out and away, so it has to be angled correctly to actually pierce anything. Val licks her lips as the sight of the overly timid woman she used to romp with all the time. She pulls back with her tail, yanking Ann's shirt forward and then slides the tail slowly back down... the tip of the stinger drags on the fabric and cut the shirt in half! Val flicks the bra clasp with the sharp chitin claws on her fingers and snapped it open easily, then cupped one breast and kissed the other. Ann's nipples are unusually pale- like almost the same tone of skin the rest of her is, making them ghostly. While Ann was distracted moaning from Val kissing and sucking on her tits- Val's tail slithers between her legs and hooks on the back of her pants, quickly yanking her pants and panties down with one swift motion before she could complain.

"Ah- Val, c'mon I don't... it's been so long I don't even know how to... start..." Her voice got progressively quieter as she spoke.

Val said nothing and just playfully shovs her, causing her to stumble over the side of the bed and plop down on it. Valkyrie closes her lower eyes and opens the middle instead- allowing her to see where the most heat is. She can see how aroused Ann is by how brightly her pussy glows in infrared. From a brief glimpse at her with her ultraviolet eye; Val also knows she bites her nails. Girl is too high strung, she forgot how to relax. Time for ol' Val to give her a refresher course.

Val climbed up onto her and Ann just lay there blushing, not knowing what to do. Her hair tossed around her veining across the bed from her head like rays from the sun. Because of how oddly shaped Val's hips are, she needs to bend them forward to be able to crouch, because she has two sets of knees that need to touch down, so even when trying to be in an 'on all fours' position; she is still kinda just squatting. She split her arms so she could tangle her fingers with Ann's and pin all four of her arms to the bed, licking the flatland between her breasts all the way up to her neck before kissing her on the lips again. Ann let out a moan, muffled by the kiss as Val's tail slithered between her legs again! The chitin plates that encase the entire tail are rounded and smooth unlike most of her body. She arched the tail and slowly slid it against Ann's pussy, feeling her squirm every time another plate of chitin slid past, pushing against her blushing labia as her mons fattened in arousal. Ann left a glistening trail of vaginal lube down the entire length of Val's tail.

Val chuckled a bit breathless now herself as she glanced to the side- her hair mixed with Ann's, draped down around both their faces like a privacy curtain. "Black and orange- my favorite colors~!" Her tail swiped out from under the bed and a dull clattering against the carpet could be heard. "I remember you were big on anal- because you liked being streeeeetched."

"Ah....hmmm...?"

Val lifts her head back so Ann could see past her hair all the dildos she knocked out from under the bed with her tail, and gasps! They are all pretty standard in shape and almost identical except for size. Even the smallest of the dildos are pretty hefty- the biggest is.... comically large. Like, traffic pylon kind of large.

Valkyrie swipes her tail up quickly, spearing the tip of her stinger into the base of one of the smaller dildos and then lifts it up, slithering her long tail around to position itself. Ann lets out a few breathless gasps- like she is about to say something but was at a loss for words. With Val's stinger firmly lodged into the shaft of the dildo itself- she can use her tail as a dick.

"I got a strap-on harness and double dildo too but they're in the closet under us and I don't feel like getting up."

"How... some of those h-AAAH! Wha-aaaah~"

As soon as Ann tries to speak, Val pets the soft rubbery head of the dildo across her slit, collecting some lube to use. On the up-stroke; Valkyrie wedges the glans on the dildo between the underside of Ann's clit and her inner vulva and wiggles it, causing Ann to squirm violently from the assault on her tight little pleasure button. Her cries of pleasure deepened in tone and she gasped several times as the dildo now slides inside. Valkyrie teases with micro-thrusts, going in a tiny bit deeper with each gentle push.

Valkyrie pulls the middle of her three vestigial arms back, letting her double D tits flop out with their nipples now exposed, running the soft flesh over Ann's face. "Remember these girls? Lots of good times."

Val climbed the bed, skittering over Ann with all four legs and arms, while keeping the dildo exactly where it was thanks to how long her tail is. She gently sat down, wedging Ann's C cup breasts between her four butt cheeks like a seat, which put her own tight pussy over Ann's mouth. Val thrust the last third of the dildo in suddenly, causing Ann to let out a breathless yelp in surprise and as soon as her mouth opens- Val leaned forward and cupped her pussy over it! Ann lets out a muffled cry and her face blushes even brighter as she starts to lick at Val's neon pink folds and flick the clit with her tongue. For owning such monstrously huge dildos- Valkyrie's pussy is not that big.

Val hummed in pleasure with her very smooth, deep voice and rocked her odd shaped hips back and forth- letting Ann get at her whole vulva while also squishing her quad-cheeked butt into the soft, plump boobs under her. After a little bit Ann makes another muffled cry in pleasure as Valkyrie slowly pulls the dildo out completely and then thrusts it into her butt instead! She knows Ann likes anal- she just needed to make sure the dildo was plenty lubed up so she could dive in immediately. Ann is bisexual, though has only openly pursued male partners. Valkyrie on the other hand is lesbian- only other females are acceptable partners; men are just toys to her to be used and thrown away.

Between gasps and moans of pleasure; Val keeps a careful eye on Ann's lower body with her infrared eyes. The blood circulation is wrong. Stuttered pulses... the blood is trying to go somewhere it cannot. A transformation that was supposed to have happened but did not because Ann never opened up to it.

After a bit Val's legs started to shudder and she had to quickly brace herself with her arms so she does not collapse directly onto Ann's face or breast and suffocate her. Val leans back shuddering and Ann had to quickly close her eyes as a spritz of vaginal lube arches over her face and hits the wall over the headboard as Valkyrie climaxes! Val's movements were still shaky from the afterglow as she skitters around and using her hands, guides Ann to flop over onto her belly. She pulls the dildo out realizing that the 8 incher is not adequate. Anal-only female orgasm? You need something big enough to completely stretch her butt out, collapse her vagina and yank all the flesh around the clit taut enough that it hugs and tugs the clit back and forth with each thrust. Ah- here is a good one. Val spears a 9 inch dildo that both over twice as wide as the other one and riddled with fat artificial veins to give it a nice texture to pluck at the muscle ribs of her inner passages.

She climbs up onto Ann again but this time sits her crotch down onto Ann's butt cheeks and starts massaging her back while she slowly and carefully nudges the ultra-fat cock into Ann. It seems like it should have taken some time to ease in, but did not. Ann took it unusually easy. As Val thrust in and out she noted her butt seems to grip it better and better but only when she tries to pull out. The muscles in Ann's anus started to grow larger and gain more control over their movement- making her outer anus start to puff up like a tasty little doughnut. Ann shudders and quickly reaches down to touch her sides from a strange, unusually sharp pleasure. Transformation. Transforming does not hurt the body, but it is still perceived by the nervous system, so the only signal her nerves can send is pleasure. Because her nerves were already tightened from sexual pleasure, the pleasure signals from the transformation were enhanced as well!

Ann starts to squirm trying to get out from under Val to stop the change but Val hushes her, pushing her into the bed with an arm on her upper back- preventing Ann from escaping. The anal sex was stimulating the change! Ann's anus swelled even bigger with internal muscle, causing it to billow up into an almost comically large, plush ring. Suddenly when Val was pulling the dildo back, the muscle ring jostled and another smaller one popped out behind it! Another muscle ring, externalized? Val narrowed her eyes, looking at it past her left side. An insect abdomen must be forming! Ann IS supposed to be more bug!

Ann cries desperately, half because she did not want to be a bug but mostly just because the pleasure onslaught was so white hot that it was threatening to burn out some of the neurons in her head entirely. The pleasure explodes from the sight of the change, but it echoes off her pussy and especially her clit like a tuning fork, and then ripples up the entire length of her intestinal lining which is stuffed into over half her entire torso. She could not resist it nor could she contribute to it- the pleasure was too deep inside her body for her to interact with. Val very quickly pulls out and swings her tail violently to dislodge the dildo and grab another two sizes larger- this next one an egg shaped body like a fleshy football but still capped with wide humanoid glans, making it a hybrid buttplug/dildo.

Valkyrie thrust in again and Ann's butt struggles a bit with this one but only for mere moments. The bigger the challenge it is presented- the bigger it gets to overcome. The muscles rings that normally line the lower intestines were now growing too large to fit inside of her, pulling it out, but after the first ring the flesh and muscle surrounding it also started to pull out- so it wasn't like a prolapse. It looked like a weird lump but then as it grows still bigger and longer it starts to take on a bulb- like shape. The skin on it starts to thicken and stiffen as the keratin levels in the flesh increase. Her tail bone extends into the back of the bulb to brace it and give it mobility, but at the same time the bone softens the further it extends, while at the same time the skin hardens- the bone is melding with the skin itself to become chitin.

Valkyrie wiggles a bit and rocks her hip forward so she can dip her back legs further down and cradle the growing abdomen, squeezing it which in turn causes the walls of the massively expanded anus to collapse in on the toy and make it fit even tighter. Right now it sort of feels like a giant taut boob- soft but also very rubbery and bounces back into its normal shape the moment the pressure is absent. Valkyrie pulled out the toy again and did not even need to flick it off this time- it weighs so much it flopped off on its own. She speared another- this time from the 'comically large' end of the spectrum. A dildo slightly longer than her forearm and twice as wide. You could beat someone to death with a dildo of this size. The enormous glans splay the fat anal opening, but then bounce back from resistance. The abdomen continues to grow but the anus itself is capped out already- and it looks huge but that size is mostly from muscle bulk, so while it can open reeeeaaaallly wide; it can also close really, really tight. Ann was groaning constantly and her guts gurgled- most of her digestive tract is likely being pulled out and relocated into her abdomen. Since any changes cause echoes of her building pleasure- that is a pretty massive pleasure overload. Her pussy is opening and closing from the powerful clenches so intensely it is making quiet wet smacking sounds. Her clit is pulsing so hard it looks like it is trying to get away.

Val manages to pop the head of the massive dong into Ann- and the rest starts to slowly slide inside, since the edge of the glans is the widest part. Pushing it in causes her abdomen to scrunch up, getting shorter but much rounder, then it swells even bigger and rounder on its own before Val slides back out and it resumes its more egg-like shape. The larger it grows the thicker the skin around it becomes- the skin color becoming desaturated and darker at the same time. It was like soft skin, then taut rubbery skin, then stiff skin, then almost like a fingernail- smooth and hard but still able to bend. The color shifts from her pale peach tone to a pale grey, then charcoal, and finally true black. The abyssal black of its surface only accentuates the light glare on it to show off how smooth it is. The chitin on her abdomen forms into long banded plates- they do not project or overlap at all, so there is only a very thin, barely noticeable seam between plates.

Valkyrie was pistoning in the giant rubber dong when the changes stopped suddenly, causing a shockwave to Ann's nervous system. She gasps and makes a moan so high pitch it comes out as a squeak! Her pussy clenches and holds like that and her entire body shakes like a leaf in the wind. Val backs up, cradling the abdomen with all four legs, then shoves down onto it with her hands enough to compress it onto the dildo and shoves the dildo in as far as it can go!

"Nu-aaaaah, naaah haaAAAAA-! P-please s-s-ah-AH-AAA-EEEEEE!!"

Ann's entire body clenched up and shook; lube sputters out of her pussy. Her entire face turns bright red as she isn't even breathing at the moment and then she convulses several times- her body wants to fall limp but the muscle convulsions are pulling her back rigid. As her orgasm tapers off she finally collapses, motionless except for her heavy breathing. Val slides the dildo back out very slowly and carefully. Valkyrie flops over beside her on the bed with a satisfied grin, eyeing up the bulbous bug rump now resting between Ann's legs.

The muscles in Ann's lower back started to flinch and she moaned and reaches back to rub it with her hand, trying to settle them down. Repressing whatever change it's trying to make again. "Hrmm."

"Something else wants to come and play?"

"NO."

"Oh. It isn't good to hold it in, you know."

Ann gave a frustrated grunt and scoot up the bed a bit to bury her blushing face into a pillow and go to sleep. Val sighed softly and closed her own eyes. She supposes it does sound like bullshit coming from her. What sort of good has Valkyrie ever done? She is not the sort of person people should generally take advice from, so even when her advice is good- no one cares. Val doesn't care what she looks like- she is a basket case so of course she is fine looking like a half woman, half murder machine.

It is technically morning when Ann wakes up again but she woke up before the sun did. Dawn was just a dull purple glow on the horizon still. She stumbles blindly around all the crap on Val's floors in the dark- not wanting to turn the lights on to wake up Valkyrie too. Ann doesn't want to be awake either; she only woke up because her mouth is bone dry and the dryness was causing her to cough in her sleep. Ann gets to the living room and uses two fingers to part the shutters over the window to look out, not knowing what to expect. She knows she is in Valkyrie's apartment, but has no idea where the apartment is. She was ambushed in 'the grey' between the Ranch and Silkweaver districts on the north-west end of Los Anul but could have been taken anywhere after she had been knocked out.

Based on the billboards Ann could see from Val's windows she determined that she was almost at her original destination- she is still in the grey area but right at the edge of the Ranch district. Val's apartment is on the second floor, so not high enough to have much of a view, and surrounded by other tall buildings. Mist swirls around low to the ground on the streets below, a few windows of other apartments in the area are lit as people wake up for early jobs, but most are still dark. The neon lights of the nocturnal businesses are still lit up, but won't be soon. Ann furrowed her brows, feeling like someone was watching her. She scanned the streets below and the lit windows but did not see anyone. She is still very much afraid of Mr. Whiterock and what he will try to do next, so maybe she is just being paranoid. Ann wandered from the window and got herself a glass of water, then wandered back to the bedroom while drinking it. At least on the return trip her eyes have adjusted to the dark so she does not trip and spill it everywhere. Not that Val would notice even if she did spill water all over the place.

It felt weird walking with the abdomen behind her now. It grew from where her anus had been, but tightened so the base was over where her tail bone was instead. Her genitals had not moved at all- they were still exactly the same as always. There are muscles in the base of the abdomen that let her lift it, so it doesn't bump into the back of her legs as she walks, but she isn't used to having to do that and needs to make a conscious effort of it. She returned to the bedroom as Ann finished her water and placed the cup on the snack table by the gaming console and wandered up the soft carpeted stairs to the bed, but then pauses. Ann squints at the bed, not seeing Val but also did not see her elsewhere in the room. There is only a doorway dividing the bedroom from the living room and not even a full wall dividing the kitchen from the living room so Val couldn't have left the room without passing Ann first.

Ann grunts and rubs her lower back, feeling the skin scrunch up there again. "Agh... fuck, stop." Her skin kept tightening, and occasionally she felt muscles ripple up her entire backside.

"So why are you-"

"AH!!" Ann stumbled backwards nearly falling down the small stairs in the corner. She looks up to see Val standing upside down on the roof OVER the bed chewing a wad of webbing like it was gum. "Moth's magic, you'll give me a heart attack yet."

"You reeeaally need to relax, girl. Nothing is going to get the jump on you here. If anyone tries, they will end up in my meat freezer." There is a slight pause. "By the way- don't open my meat freezer."

"Oh. My. God. Are you serious?" Ann gagged.

"No. Maybe. It doesn't matter if you don't open it."

There is a longer pause as Ann slowly shuffles into the bed. "What were you going to ask, before you scared the shit out of me?"

"Why you are so against being... yourself."

"I am not! I just... ugh. Val..."

"C'mon, of all the people in the world, you can't even tell me?" She let out a weak chuckle. "Guess I am not the sort of person people open up to in general."

"It's complicated, and you hate complicated."

"I'll cope."

Ann sighs, closing her eyes since looking at anything in the darkness is a strain anyway. "I was terrified when I first started to manifest bug. I thought... pretty mare with luxurious mane, buxom cow maybe? Cute dog with floppy ears. Maybe I will be a pretty show-bird with long vibrantly colored feathers? Nope, I am a bug. Those little things that creep most people out- or in your case, outright terrify them."

"Some bugs are cute, look at paragon Moth. It is based on your personality so I think it is a pretty safe bet you're not turning into anything grim. Besides- it is you. Your personality manifested as a beast aspect. To suppress it, you suppress yourself. I know I am the last person on the planet who should be preaching morals but; that ain't right."

"Yea well, it is surprisingly easy." Ann rubs her back again. "Or it was before you let this bulbous thing grow out of me. I busy myself with my work- don't really have time to think about myself so my personality doesn't ever really... 'activate'." There is another pause. "I am afraid of it, Val."

"Afraid of yourself?"

"Afraid of the unknown. If it is me, then I guess I don't know myself... and that is scary. It is easier just not to meet 'her' in the first place."

Val grunts in frustration, dropping from the roof and flipping around to land on all four of her feet, but then takes Ann by the hands and stands her up again. "C'mon, quick dance before you go back to bed? You might still be sleepy but all this has woken me right up."

"I- but- uh, o-okay..." Valkyrie was already leading her down the stairs to the open part of the room regardless.

Valkyrie motioned her to step back- a waltz? Ann taught her how in college- surprised Val was able to pull it off with her tangle of legs. When Ann looks down to mind her footing with the messy floor- Val quickly puts her fingers in her mouth a moment and pulls them back out before she is seen. Val takes her hands- though her own feel warm and a bit... moist? Val steps with her around in a circle a moment before immediately pushing them apart while keeping their hands held, then draws her in and spins around to be behind her- crossing Ann's arms over her chest. There was a pause and Ann tugged- immediately realizing she was caught. There was webbing on all of Valkyrie's fingertips!

"H-hey... Val what the heck, let me go."

Val leaned forward and drooled some liquid webbing onto her! It is a hot liquid in her mouth, but thickens quickly when exposed to the air and stiffens into a hard rubber-like consistency. Spider silk has a higher resistance than bulletproof vests. If you can't shoot through it you're sure as hell not going to break it with your hands.

"Shh, you can go back to sleep. I am just tucking you in, extra tight, extra safe."

"Nuh, n-no! Not a cocoon!"

Val continues to drool webbing and catch it in her fingers to weave around Ann. Ann's fingertips are pinned to her own back so she cannot get away. Ann struggles and complains and Val continued to shush her, pet her head with a spare hand and try to comfort her.

"I know how to tie bondage knots too- but that's for another time."

"I figured that is what the spool of barbed wire in your closet is for."

"You'd be right."

"Stooop.... please. Val..." The very thin strands holding her hands let go, but while she could un-cross her arms now, Ann still could not actually get them far enough away from her body to attempt to break out of the forming cocoon.

"Nope. I know I am a piece of shit. Fucking bite me if you want. When you get out of this- you know where my knife drawer is. Go ahead; eviscerate me. I am a psychopath and have never tried to be anything but. I may force myself on you like that asshole Julian did, but you know what the key difference between us is?" Ann just continued whimpering and squirming against her bonds. "He tried to touch you just because he wanted to get his shriveled little prick wet. I touch you, for you. Because you won't."

"That still... this still isn't-"

"I know. But I am not going to stop. I know you need this push. Everything I have ever done in my life has been wrong. They say everyone else has their heads in the clouds thinking they are the protagonists in their own stories- well not this bitch. I am the villain. So just for a change of pace... let me know what it feels like to do something good, for once."

When Val finished the cocoon she placed it over the bed, but several thick bands of webbing attached it to the walls of the room- so it is actually suspended a half inch off the surface of the bed itself. Spider webbing is organic- it will biodegrade with time and weaken, so Ann can break out on her own... eventually. It is warm inside, and she was placed in it while standing up so there was plenty of room. Ann did not want to admit it, but the cocoon is very comfortable. She found herself nodding off back to sleep, exhausted from not getting enough sleep yet and being emotionally drained trying to resist Val putting her in bondage in the first place. Valkyrie did not go back to sleep. She remained standing leaned against the wall with her arms crossed, watching over Ann. She nudged the blinds a bit with her tail to look out on the horizon as purple turned to pink and the sun started to peek over the edge and spill light across the streets- dispelling the mist.

Ann's dreams were filled with thoughts of transformation. Her limbs bulged and deformed, changing shape too quickly to identify, like her body had become a liquid! Asymmetrical limbs, spikes, extra arms, tails, growing, collapsing back in and growing again! The possibilities of her transformation are technically unlimited! The change is based on personality- just look at Val. She isn't ONE thing. She is both spider and scorpion. Both of those are arachnids but that doesn't mean it is limited to classification- she could have been part bug part mammal, or heck there are even a rare few plant anthro people.

Ann woke with a gasp and then immediately started moaning. Her entire body felt like it was squirming as changes actually started to manifest in her real body! Each twitch caused a pleasant feeling, but when the echoes of two or more met it amplified and created a gentle pleasure. Most of the changes felt like her skin. Compressing- getting pinched inward but growing at the same time so that it never hurts or becomes stretched! Material from her bones bleeding up into the skin and converting it to chitin! Ann starts to thrash around again seeing if she can break the cocoon free from the walls but it did not work- she just made it bounce up and down like a springy hammock. She jams her elbows into the edges and tries her hardest to spread her arms to break it but it's much stronger than she is.

"Fuuuck, let me out!! No... I have to get out and stop this before it's too late." Ann bends her legs and tries to kick the inside but there isn't enough room for her kick to have any power behind it. "No... there has to be a way out... maybe I can find the seam where she knit the strands together. AH~!" A powerful pulse of pleasure startled her as her abdomen throbbed and suddenly felt a gentle pressure. "Are you kidding me, my ass is still growing?!" She thrashed again to no avail. "I know she is right but I am not ready! I will transform later. Or, whatever. Or..." She whimpered. "Maybe the transformation I really needed was growing a backbone."

Valkyrie hustled back to the bedroom and grinned as she returned from the bathroom. Ann was too busy squirming and moaning- and the occasional breathless yelp. Her skin all over her was squirming, swelling, thickening, and hardening into chitin! Was her ENTIRE body getting covered?! Just how bug-like is she going to get?! She could feel her fingers harden to the same consistency as her fingernails- essentially fusing them together and then expanded into clawed tips. With a spark of inspiration she immediately started to claw at the inside of the gossamer shell- raking the tips of her claws on it to fray the threads! Val had not actually put that much effort into constructing the prison since Ann is built like a string-bean, so it was far from her strongest silk.

Ann's breathing became rapid and her entire body tingled and tensed as her yelps became louder! Val rushed up to her and grabbed her antennae, starting to gently stroke their length, knowing what the trouble was already. Her antennae are growing- but they are sensory organs and allow you to detect motion without direct contact. Growing those while they are already active causes a sensory overload. By covering them with her hands and gently stroking them, Val blocked their perception of the rest of the room and eased the overload. It is like when Val tries to use more than two of her eyes at the same time- it's too much input and the brain struggles to parse it all. Her antennae grew longer and even a bit thicker, turning a pastel pink toward the ends as they broaden and the tips vaguely take on a heart shape.

Valkyrie was surprised when Ann's top arms suddenly ruptured out the front of the cocoon! "Letmeoutletmeoutletmeoutletmeout-!!" Ann really started thrashing again!

"Ugh, stubborn. I wonder if you were meant to be a stick up-your-butt bug?"

Ann arched forward and pulled her arms back in as her back clenched. She held her breath and then let out a very long grunt. The skin was turning to chitin but something was growing UNDER it! It grew from the top of her back downward and was somehow under her skin, making her absolutely squirm at the sensation.

Ann brought just her hands forward and hooked the claws of all four of her hands on the holes she punched and yanked at it to tear it open far enough to actually get out. Neither of the women were able to see- but the air rushing into the contained environment of the cocoon caused her newly formed chitin to change color, some to neon pink and some to black!

Ann burst forward from the cocoon but the force causes her to roll over, falling off the side of the bed, bounced on the floor and fell off the loft!! There is no wall or railing dividing it from the rest of the room! Val reacts quickly and catches her, using the adhesive nature of her legs to lean further over the edge than should be possible. Valkyrie turns the smaller woman in her arms and plops her down on her feet, walking down the side of the wall herself to examine the changed body.

Ann lifts her arms to look at them and her body beyond. Her shape doesn't seem to have changed, but her overall appearance certainly has. Her body has more chitin on it than even Valkyrie! There are two different types of it however. Her fingers but not her hands, and her entire arms are covered in neon pink chitin- it is thick and quite hard, but smooth. Her legs were formerly devoid of any bug traits but they too were now encased in the hard neon pink chitin- her feet have now stretched and deformed into a bug-like shape. Like Val, the soles of the foot became a third segment to the leg and her toe count is reduced to only two- tipped with chitin claws like her fingers. This gives her a much smaller surface to balance on, but also adds a full foot to her height- she is now only a few inches shorter than Val.

Ann's body however looks like she is wearing a black latex suit almost at first. Even her breasts are now encapsulated in black! It ended at her collar bone- so her neck is bare flesh and a triangle of upper back behind her, and then a large diamond of bare flesh that covers the entirety of her middle back. The entire rest of her torso and even her butt cheeks and vulva are covered in black. It is only partially keratinized however, unlike the pink portions. It has the firmness of treated leather on her body itself, then turns to skin-soft on her butt, vulva and breasts. Her breasts and nipples still felt exactly the same as they always have- they are both just solid black now.

The chitin on her butt seems to have grown as well, but only on the back where her former tailbone fused to it. The consistency of the chitin changed, so only the chitin with increased thickness on the back of it are hard- the rest has softened a bit to be more rubbery.

Ann turns to try and get Val to tell her what is wrong with her back. The strange sensations she felt resulted in two neon pink strips of chitin down her entire back and trailed loosely off over her butt cheeks- at the top they are hard, but they get progressively softer the further down they go. With a sudden twitch they part, lifting off her back and two translucent insect wings flap out, startling both women! The strips of chitin are the protective shell for her wings, but because they get softer the further down they go- rather than be held up and away while the wings are out, they naturally billow off of her like two huge ribbons!

"Haaaah~" Ann felt her heart flutter along with the rapid beating of her wings. "L-look what you've done to meeee!" She looked worriedly to Val who just smirked but then Ann's expression changed suddenly to more sympathetic. "W-wait, no, I don't mean it like that! I don't... I am not blaming you."

Val shrugs. "Girl, you can blame me all you want."

"But I am not! It just..." She realizes her hands are shaking and lowers them to her sides. "It is too much. I don't know what to do with myself."

Valkyrie lets out a snort of laughter while circling her like a hungry shark. "I have some ideas of what to do with you."

"Haa... t-tickle!"

"Hmm?"

"Tingles~! Oooh... oh no, it isn't stopping!"

Her flesh started to stretch and grow, overgrowing the pink chitin plates in several places on all six of her limbs and then started to billow off of it! The flesh was fairly thick but translucent and of a pastel pink rather than the neon pink of the hard carapace.

"HO~! OooOOH GODS." She bucks her hips forward and then bent forward to pull them back as her pussy clenched hard and several drops of lube fell to the floor!

Ann's entire body filled with a sudden, intense arousal! Her breasts felt so hot, so... tight! She could actually hear the faint sound of stretching tissue and her eyes go wide as saucers as her breasts actually start to grow! Wait, what the hell kind of bug influences BOOBS?! Is she getting traits that are not bug?!

Her abdomen gurgles and scrunches up a moment as the muscles in it tense from the unusual feeling. Her intestines were being shoved to the side and re-sorted; they are no longer alone. New organs formed inside and quickly expanded to make use of the abundance of space. A passage tunneled its way out and a new opening formed! Her butt expands a bit causing her anus to get displaced under the tip of the abdomen, allowing the new smaller opening to form at the very apex.

There is a sudden burst of pleasure and pressure in her abdomen and a small gob of liquid squirts out the new opening, immediately making Ann blush.

"Oh Gods, I am sorry!"

Val laughed. "My place is a mess already I don't-"

"No I mean I am sorry this is happening to me."

"Oh, well I can't help ya there."

Having been distracted for a moment with whatever was happening in her butt- Ann for a moment is confused and looks back at the rest of her body, thinking she was somehow wearing clothes again... and it did look like she is. The silky smooth, pastel pink flesh had grown out at several points forming curtains that overlapped and actually when in resting look almost exactly like she is wearing a pink kimono!! The only part that is off is the body- they do not grow from her torso only her limbs, so her black torso is still exposed. Her vulva is hidden thanks to these translucent curtains of flesh though- the sheets that grow from her upper thighs are wide enough that they overlap in the middle of her crotch, concealing her womanhood.

The focus of her eyes was drawn back closer however by her still expanding breasts! Her areola started to project off her boobs as shallow, broad bumps of their own, and her nipples fattened and lengthened slightly as well! Ann had no idea what was happening but Valkyrie finally connected the dots and knew what she is turning into. Not one, but two bugs just like Val.

Ann moaned as the tightness hugged her breasts from the inside out and tickled all her pleasure receptors. The heat of thick liquid built up inside making her pant from the spike in temperature. Her nipples swelled fatter and started to change color, from black to dark orange! Then her areola turned dark orange and her nipples bright orange. Then her breasts started to fade to dark orange at the areola outward and her areola turned bright orange, and her nipples a translucent orange that practically glows!

"Hnnn-nnnNN-NAAAAAH!" Ann turned to look at the pressure behind her and almost had a heart attack when she seen the size of her rump!

The same thing that was happening to her breasts was also happening to her abdomen! The hard, thick chitin plates on the back of the abdomen were dividing- getting pulled apart as the softer rubbery skin below expanded! Her ass was absolutely monstrous in size! You could both hear the stiffer tissue of the abdomen itself stretching quietly but also the squelching and gurgle of a very dense, hot fluid being produced rapidly inside. Val steps over to the gob of liquid Ann discharged by accident, dipped a finger in and licked it off. Yup... that is honey. The bigger the abdomen swells the more pale the surface pigment becomes and the more translucent the organ gets... making it look more and more orange and then starting to fade to golden at its maximum capacity- it is entirely filled with honey! So are her breasts!! At their fullest- her nipples, areola, and the front half of her breasts are translucent amber color. Both her breasts and her abdomen look like they are glowing most of the time, because small amounts of light can pass right through it from the other side.

The increasing weight of her breasts make Ann lean forward, and the immense expansion of her ass caused her to collapse to the floor entirely, panting until it finally stops growing. Her modest C cup breasts have swollen to huge spheres the size of a small beach ball each. Her abdomen however still outmatched them by many times over. Formerly when it was entirely empty- Ann's abdomen was already as big as her torso. Now at full size it's about as big as a small car. You could fit three full sized people inside of her butt's length alone. The entire thing shines the color of amber as if it were a giant gemstone, except for the stripes of extra thick black chitin on its top, which are now spaced over a foot apart from one another due to all the stretching.

Glowing amber, and vibrant gown-like pink- Valkyrie was right; Ann is meant to be a beautiful bug. Ann is part Woman, part Orchid Mantis, and part Honeypot Ant!

Ann gawks at herself in dazed confusion. She has never actually seen either of those bugs, so this body of hers is bafflingly new to her. Before she could even react- Val tackles her from the side, giggling and rolling her onto her back! Valkyrie pinned her arms to the floor with her own and immediately started frantically kissing and licking her swollen amber breasts! Even bending the engorged nipple with her tongue is enough to cause it to express honey. Honey is much thicker than milk, so her nipple structure is actually changed- rather than release the fluid through multiple pores; there is a soft indentation in the front of her nipples over a very narrow passage straight down the middle. It cannot spray out- it oozes out. Val laps at the sweet fluid, then latches on and starts sucking it straight out as if she were starving.

"Hah...ah...hah... hnnngh..." Ann was panting and the pleasure she felt from expressing was too much and whited out her thoughts.

Not only is her nipples sensitive and Val sucking on them very pleasurable- the honey erupting out of them with so much internal pressure tickles the same pleasure receptors from the reverse side! Valkyrie slithered her tail around the giant abdomen, massaging it and occasionally grinding the ball of her stinger against the opening on the end, making Ann moan and unintentionally let honey leak from there too. There is far too much of it inside of her at once- almost any touch, rub, or bump will cause some to leak out! Val could not stop smiling even as she ravenously sucked the pure honey from her girlfriend- thinking how glad she is that she got that ridiculously gigantic dildo, because it will absolutely fit now.

It is easy to tell how full Ann is with honey because of both size and coloration. As Valkyrie drinks her breasts shrink, forcing Val to alternate to keep them even. When completely empty- they return to C cup. The amber coloration is also because of being stretched to translucency; as she empties out the golden color turns to orange and then fades to the black of her torso. When her breasts regress to DDs to match Val, she sits up. Honey is heavy so drinking that much of it all at once really fills you up- Val could not eat anymore even if she tried.

Valkyrie starts to grind the bulb of her stinger into Ann's tender opening, causing her to buck with pleasure. Val then changed positions to sit on top of her abdomen and gently bounce on it! Ann yelps loudly in pleasure with every bounce and she releases a gush of honey without meaning to!

"Vah-hal- VAL!"

"Mmyesss?"

"St-aahp. I c-can't... there is too m-muh... much! So much honey! I can't... hold!"

"Mmmhmhmhm~ you don't say?"

"Val... aaah...ooOH! I am not kidding I am gunna... ooh oOHH fuck. AAAH~!"

The giant abdomen convulsed HARD, yanking tight as a stream of honey archs out of her spilling all over the dirty clothes, wrappers and random silverware left all over the bedroom floor- cementing it to the carpet in sticky goo. Ann's grip in Valkyrie's hand tightened so much she almost actually hurt Val. Her face turned blood red and she could not stop squealing from the pleasure! It would not stop! Both the pleasure and flow of honey just kept coming! Valkyrie's weight on top of her is compressing the abdomen to force it out, and the bulb of her tail rubbing the opening is keeping the muscles convulsing in pleasure so it cannot close to seal any of the fluid in! The honey is so thick it piles up behind her before spreading out on the carpet slowly. So hot, so thick, so sweet and sticky! It absolutely coated over half the floor space, so both women are lying in a pool of hot, pure honey.

Once the flow slows to a stop, Val gives her butt a satisfied slap and smiles at the jiggle. "Now that is a sweet ass."

---

Val insisted afterwards that it would be fine- she would just hire a cleaner and make someone else do it. Even after all that; Ann's butt is still almost twice as big as her torso, but it's returned to mostly black- with a dark orange tone along the underside. Not empty, but not full at least.

Val tosses open the shutters to let the sunlight in and the pale peach and pink on Ann seems to glow in the natural light. "Damn girl- I told you, you was fine."

Ann rolls her eyes, but did a little twirl anyway before sitting down for a now-late breakfast. "Maybe. I still don't know what to think of it. First that horrible stuff with Julian, then thinking I was going to die when you ambushed me, now this... it is all too much. My thoughts are spinning non-stop."

"Well, you are between jobs now so, no rush. Use this place however long you need, move, feel- experience your body! This is you- the real you. If you really hate it then you can just get a ward stone and repress it entirely when you need and only let it out when you want. But at least it is there now. You could get a place at the Range still."

"Someone so obviously a bug, in with all the culinary geniuses and livestock folk?"

Valkyrie huffs at her pessimism. "Bugs are not restricted to the Silkweaver district- the majority just naturally collected there. And you make food too- last time I checked; honey is a food."

"Yea..." She swirls the coffee in her mug. "Thanks Va-AH!"

Valkyrie's expression immediately turned to a scowl and she kicked Ann right out of her chair just as a hole exploded through the front window! She seen a red dot appear on Ann's collar and quickly move up her throat. Julian hired a sniper once he realized his mistake in sending Valkyrie.

Val ducks down and quickly scans Ann's body for damage. "Are you okay?!" This is the only time Ann has ever seen Val actually look frightened- but it is for Ann's health, not her own.

"Ah...hah? I think so? Oh gods, Julian is batshit crazy! He hired gunmen to kill me?! Val...oh what are we going to do...?"

Valkyrie looked dazed, taking her hand away from the side of Ann's face and looking at the fresh blood on her fingers. There is a small notch in the edge of Ann's ear- a marker for just how close to death she was. Valkyrie slowly stood up, and the neon pink of her iris started to bleed across the rest of her eyes as she opened all five of them.

"Heh...haha- AH HAHAHA"

Julian looked nervously at the sniper, surrounded with several agents hired to do his dirty work. "WELL?"

The sniper took his head back and shook it, though remainslooking into the apartment with his bare eyes for movement. "The assassin spotted us somehow before I took the shot- I think I grazed her but she may still be alive. Target was knocked behind the table- cannot confirm death." He nods toward the apartment. "You were right about the windows though; see the glass around the hole? It is bulletproof."

The rifle he is using is bolted to the edge of the roof- an armor piercing sniper rifle used to pop holes in the sides of armored tanks. Nothing stops the shells this thing spits.

Julian immediately looks twice as nervous. "Where is she, the assassin?"

"Ducked behind the table with the target. Haven't seen any movement so they are both still there."

Julian started to pace. "She knows that apartment; she can get out without being seen!"

"Well who do you want me to shoot, the assassin or the bitch you fooled around with?"

"Aaargh, fuck fuck FUCK. I don't think you realize just how completely unhinged this woman is."

The sniper scoffed. "So what?"

Julian grabbed him by the collar of his shirt. "So everyone's body is shaped by their personality. If someone is absolutely insane, what do you think happens?!"

"Yea well I don't really care what species she is- they all die to a bullet through the brain."

One of the other agents timidly raised his hand. "A-actually, a cockroach can both live and reproduce with its head completely severed."

They all went silent a moment as the building they were on the roof of suddenly shudders.

"The itsy bitsy spiiiider crawls up the waterspout~" Valkyrie's voice was now dry and gravelly.

Julian's eyes go wide. "GO, run, get the fuck out now!"

All of his men bolt after him, dashing for the fire escape on the side of the building leading down into the lane were their three cars were parked.

Valkyrie has two forms; Vanir is the form she took with Ann... her most mentally stable. Julian actually made her angry, so now he gets her Aesir form. Her giant clawed hand smashes into the top railing of the fire escape, crumpling the steel like it was made of paper and yanked it out- tearing the bolts out of the brick holding the fire escape to the building! Several of the men fell off from the motion as the ripple travelled down, tearing the fire escape out almost all the way down- only the last two tiers remained loosely tethered to the building.

Valkyrie Aesir is easily three times the overall size of Valkyrie Vanir. The sharp edges of her chitin plates have grown longer and sharper to essentially be spikes, but flat and curved like the teeth on a cheese grater. The vestigial arms that normally cradle her breasts and cover her nipples are now monstrously huge and the final segment on them resembling the blade of a scythe. Her head is adorned with what look like two very long bright orange horns, but are actually the aspect of a third beast trait- centipede. They are the rigid antennae of a Giant Centipede... a third apex predator. Highly venomous and extraordinarily fast moving.

Aesir form has no exposed skin except for the top half of her face and her hair- every other part of her body is sealed in a chitin carapace with the same tensile strength as carbon fiber. If it is hit by a bullet, the bullet needs to strike it dead-on to shatter the chitin, if it's even slightly angled the bullet will be deflected. The chitin plates roughly mimic the shape of the muscle groups inside of her body. Her outer mandibles in this form have split- which means she has six total. They turn entirely orange and have a heavily serrated edge between them. The four outer mandibles are so large that they project quite some distance off of her actual face, making it almost resemble a bird beak- but in actuality are almost identical to the chelicera of a camel spider.

Aesir's tail is perhaps the most extreme change of all- already long to begin with, now its length was easily ten times the length of her enlarged body. Big enough, in fact, to not need her four standard legs at all- she can slither on her tail alone. More centipede traits bled into her, giving her tail a hundred smaller, thin insect legs that nearly match her standard four at the base but get progressively smaller toward the tip, till they are the size of a single finger each. What had formerly been a scorpion stinger now better resembled a giant bright orange serrated lance, or siege ram. It is too big to actually pierce someone to inject poison- it would impale their entire body. The underside of her tail is bright orange but the rest is glossy black.

All five eyes opened together create a new effect, allowing the Aesir form to faintly see through a person's flesh. She has weak x-ray vision, to pinpoint all of your organs; so she can remove them starting with the least fatal, to see how many can be removed before you bleed to death.

As the agents helped Julian into his car, the sniper got into his own, but the agents lost theirs. Without using the escape at all- Valkyrie jumped off the roof of the building and landed directly on the third car and immediately crushed it into scrap metal like she was stepping on a tin can. The remaining agents immediately piled into the remaining two cars with their employers and sped off out of there. Val just laughed manically. The sniper's car barely made it out of the lane as her lance-like tail exploded out of the corner of the building and nearly clipped the back of the car! She swung it through the brick wall as if the building was made of cheap chalk!

They raced out, weaving between pedestrians to get as far as possible, as fast as possible. Nothing uses gasoline in Los Anul- everyone else was on roller skates, scooters, or bikes. Generally the only street traffic are those smaller vehicles or the steam-powered trolley. Only high profile figures or emergency services use actual cars and trucks. The sniper glanced in his rearview and nearly had a heart attack- slamming the horn on his wheel and the gas petal at the same time and just hoping everyone got out of his way first, because he was not slowing down. Valkyrie was practically on top of him already!

Alternating between her eight primary limbs and the hundred tiny ones on her tail, she leaps and slithers across the road back and forth with enough speed to still keep pace with the speeding cars! To be fair- her body is so large that she can basically go from one side of a four lane road to the other in one jump.

Her claws slammed into the road just behind the car, close enough that she left claw marks on the back and tore the rear bumper off completely.

She let out a deep gravelly growl and leapt forward. "Welcome to my parlor..."

She slammed her tail into the concrete and crashed straight through the road! The sniper was too busy looking at her body in the rearview. The tip of her tail erupted out of the road directly under the front of his car, lancing straight through the car's engine and lifting the front off the road! Before he could react her hand tore through the front passenger side door and shoved him against the driver-side door.

Val slowly leaned up to the destroyed door to peer in at him. In this form, her eyes never blink. "Wanna hear a joke?"

"W-w-what?"

"Your life."

She flicked her finger and thumb and hit him with enough force for his body to tear straight through the door of the car, fly across the road, snap his spine in half on the concrete border of the road and fall out of sight for his crippled body to be collected by the police- assuming he doesn't bleed to death internally before they get him. She yanked her tail free of the car and the two agents in the back seats scrambled to get out and run- hoping to run in two different directions so she can only kill one of them.

Julian kept nervously looking through the back window of his car. "She is still chasing us, I seen her, I am sure of it!"

The agent driving for him shrugged. "I haven't let up on the gas the whole time. Want me to try to juke her?"

"N-no! If you take corners we will have to slow down or crash- she can turn faster than we can."

He seen her stop and spin in the background and turned to look at her again but did not see what she did, or why she paused the chase. The remains of the other car landed onto the hood of theirs- she speared it again from above before the two agents got out and threw it 12 meters through the air into the next car. He hit the brakes and the other car rolled off but Julian told him otherwise.

"The engine still works, floor it!"

"But-"

"We stop, we die."

He hit the petal down again and the ruined car rolled the rest of the way off as they continued driving even with the hood and windshield completely destroyed. Julian could not see her now. After the car landed she vanished from sight. Did she give up? Assume they were crushed and leave? There was a loud screeching sound against their roof and the driver flinched.

"The fuck was that?"

Julian looked forward and seen a faint glint. "DUCK!"

They all ducked down just in time as their car drove into the strand of spider silk tied between two light posts- the thickness of a fishing line. When the speeding car hit it, it cut through the metal and removed the entire top half of the car. Had they not ducked it would have cut them all in half too. The screech they heard was also a line of spider silk that was placed too high- and only skinned the paint off the roof.

Valkyrie landed on the road in front of them- she had been running upside down on the BOTTOM of the elevated road, and then swung back to the top! They swerved to the left to dodge her, but her hand slammed into the road just behind them clipping the back corner and causing the car to momentarily bounce off the road! Her tail speared the concrete ahead of them forcing them to swerve to the right again quickly before all four wheels were touching the road again, spinning the car out! They straightened and sped off again just as her tail broke free and swung back, nearly grabbing the car with her hundreds of tiny legs along its length. As soon as the road lowered back down on the other side they took the first corner to try and lose her before she regained ground. They ditched the car in a lane and went up another fire escape. If they keep trying to go by car she will find and catch back up too easily- especially with the car's current condition making it stand out. They did not realize their car was leaking fluid, and she can see ultraviolet light.

One agent remained in the ruined car, trying to get the glovebox open to access a flaregun to signal the police. Unfortunately the car was so malformed at this point that the glovebox wasn't opening. Valkyrie came around the corner so fast he did not even have time to react to her. She slammed her hand into the already crumpled front of the car so hard that the vehicle stood on end quickly enough to catapult the agent out of it and across the street!

Before the other agent was able to join Julian on the roof, Valkyrie grabbed and crumpled the fire escape around the man like a malformed cage and simply tossed it away. Julian backed up away from it on the roof. Now he had no way down. If he jumped off the roof like she did, he would splatter all over the laneway like someone stepping on a pizza pocket. She just tore the fire escape off the building- there is no way down and she clearly already knows he is up here. Valkyrie jammed her claws into the brick easily and scaled the building in only a few seconds. Julian stood near the opposite edge, but had no escape route regardless. Valkyrie was too bemused by his efforts to escape to notice he was frantically trying to get something out of his pockets.

Her chelicera opened as she bowed forward- so his face was right in front of hers, surrounded by the four serrated edges. "I can't wait to lay my eggs in your fucking skull."

"Ah... about that... d-don't I get any final words?"

"Who asked?"

He quickly flicked his hand to the side, knocking an empty case off, finally having opened it one-handed and clapped a device over the ward stone he had embedded into his bracer.

"Maybe you should have." He held his arm up high and Val's form started to glow brightly and blow away in the breeze as pure energy- revealing a completely human woman! "I am the CEO of Bestia Tutum. I may not have brought the company with me- but I still have access to all our toys. Meet the ward multiplier. When your invader's body is a bit too hazardous to be able to stop without fatally wounding them- simply ward them! Ward stone blocks Moth's spell and reverts you to full human while under its effects."

Val was entirely human, and of course naked. She stood up straight, a bit confused for more reasons than one. In Aesir form she is completely ballistic, so all the events leading up till now are sort of a blur to her now that her mental state stabilized at least somewhat, more suddenly than it is usually able to.

She let out a weak chuckle. "You realize my tail in Aesir form is longer than the range of that ward stone, even amplified."

"Noted, for future updates to it. This roof however is not, so you cannot get far enough from the stone to regain that form."

She quickly stomped forward- directly onto his kneecap and snaps it the opposite way before grabbing him by the hair and holding him up by his scalp. "Good thing I don't need that form to fucking destroy a little inbred shit-eating maggot like you." He stutters several times, then gags- nearly vomiting from the pain. His body trembles and a growing wet patch appears over his crotch. "Aaaah, there we go. Baby gone and pissed his pants."

She dropped him to the rooftop and started to walk away. Val walked toward the rear corner of the building, opposite of the fire escape on the next building over.

"W-wait, what... y-you aren't going to kill me?"

She laughed manically. "Oh of course I am, asshole. You fucked around with the wrong woman. Which woman bites back, and which ones take it quietly? Do you know? Nah- but you still took that gamble didn'tcha? So, I am going to kill you but not right now. Maybe not tomorrow, but someday. The second you let your guard down, or when I get bored. You won't know when I come to kill you, and that is what makes it so fun."

She jumped across the gap and grabbed the railing on the fire escape across from them, very quickly regaining her Vanir form, allowing her to simply walk on the wall to get the rest of the way down, leaving Julian trapped on the roof with a broken leg and wet pants.

Ann wandered the street worried, and unfortunately naked. At least her new form looks like she is wearing some form of clothing even when she is not- because her old clothes no longer fit her current form, but she was too worried to stay idle in the apartment and chased after Valkyrie. She followed the trail of carnage to try and find her. The police took their sweet time closing in on the location- turns out they have a 'zero engagement' rule with Val. Unless their entire squad is with them, they are prohibited from approaching Valkyrie, because it will only agitate her and raise the body count.

Ann walks around, looking in all directions as she passes the end of the trail of destruction with no sign of her friend still.

Val walks out from the lane behind her, putting her hands on her hips. "Looking for me?"

"Oh my god!" Ann dashes forward and hugs Val quickly. "What happened?! What did you do??"

"Oh don't worry about it- my usual work. Well... sort of."

"Sort of? How do you sort of kill someone?"

"Well I didn't really bother to try and kill most of them... they are pretty fucked up but I didn't confirm any actual deaths. The sniper definitely is never going to walk again and he will have a hard time finding a wheelchair-mounted rifle."

"And Julian?"

"Wishes he was dead. I told him I would kill him at another random time, ahaha."

"And?"

"I won't. I will check up on him, and make sure he remembers his place as the bottomfeeder he is. This way his fear will last as long as his life does! Never mind assaulting women- boy won't be able to sleep without a nightlight for the rest of his days."

Ann let out a long sigh. "Thanks Val..."

Valkyrie shrugged. "I get paid to kill- no one was paying me, so I didn't kill."

Ann grumbled. "Now that we are together again, maybe I can teach you to... I dunno... be more... normal?"

Valkyrie laughed loudly for several moments. "Now who sounds like the crazy one?"

Val pat her on the head and the two of them slowly made their way back to her apartment- taking the back lanes of course. They avoid the police, and at this point- the police kinda avoid them too.