Elise was never venturing into a jungle ever again.

That was the promise she had been making to herself for the past three hours. She had never anticipated for her prey to come this way or to make it this far, it was a slip up she would never again allow. She'd heard the mainlanders always drone on about how terrible and alien the Shadow Isles were, but never quite understood their disgust. Now she at least thought she could sympathize with them slightly.

The Kumungu Jungle was her own personal hell. Bizarre alien scents that burned at her nostrils accompanied by intense sunlight rebounding off of flora of colors that should not have existed and the horrifying shrieks of monstrous predators from every direction. The whole debacle agonized her heighted arachnid senses to the point that it was a struggle just to trudge forward, let alone hunt.

The thought of her own sight sickened the spider queen. A monster the size of a Noxian siege machine that had struck fear into the hearts of even the bravest of RuneTerra's hunters in the past was now slipping and stumbling across the grass and roots of this thicket. The damp, slippery ground rendered her spear like legs next to useless, even the patches that looked fine inevitably proved to be made of the same semi- solid muck that prevented any kind of grip at all. She had at first tried rappelling up to the treetops, but the overwhelmingly humid air weakened her webbings to the point that they could not suspend her.

It was after the third time tripping face first into a puddle that she stopped her march. She let out an ear splitting shriek that temporarily muted the other creatures in the area. In an explosion of black poisonous fog she morphed into her "human" form. She could still feel the mud sticking to the legs that now hung from her shoulder blades. It was an angering sensation that she could only withstand for a few seconds before she threw her fist into the body of the nearest tree. The trunk splintered just as easily as any twig, releasing a thick stream of a yellowish liquid, some foul sin of biology.

Elise reeled her hand back in horror before the substance could coat her. "That bastard." She muttered.

He was nothing special, just some middle ranked Demacian soldier who thought just a little too highly of himself. His drunken bragging had caught Elise's attention on a routine tour of Demacia's slums. The destitute and wanting made for such easy sacrifices to her god, but this man's arrogance and hint of an actual life worth living made his soul a much higher quality than the others. Easy and high quality – he would be the perfect offering. Or at least he would, if she could catch him.

She had to give the Demacian Academy some credit, she'd never had prey elude her this well. She had to wonder if he had known this accursed place would be so difficult for her, or if his own navigation skills were really that great that he could survive in these parts. Whatever the truth of this man was, it ultimately didn't matter much to the Spider Queen. All she cared about truly was getting out of here and making his last moments alive as agonizing as possible.

Her fantasies of torture were short lived, interrupted by a subtle rustling sound. It was far too quiet for a weak human to hear, but she could follow it somewhat easily. This was no random small creature, it moved fast and rough right for her. She tried to focus in on the source, but could see nothing. The rustling became a rumbling like a stampede and Elise realized where it was coming from.

She leapt backwards, her spare legs extended and pierced into the flesh of a large tree, letting her hang above the danger. Beneath her, sound grew painfully loud just before the ground suddenly split open in an explosion of dirt and plant matter.

A great pink form larger than Elise herself burst through the seams. It took a moment for Elise to make out what this… thing was. But it appeared to be a bizarrely patterned Hibiscus, with a thick vine stretching out from underneath like the body of a serpent.

The flower swayed slowly. Its center pistil fluttered anxiously as it scanned the area around it, confused as to where its prey had gone too. Elise wasn't going to let it find out – She struck her arms firmly into the air in front of her, with a moment of concentration her mana surged out and twisted into a pulsating ball of red light in the image of a spider. Elise hissed and released her creation. It jittered and twitched as it fell, eventually landing directly on the Flower's peduncle.

The crimson explosion shook the surrounding area, Elise actually struggled to stay attached to her trunk. The cloud of red smoke she had created was quickly dispersed as the plant shook. Up until now, Elise had been certain that plants couldn't scream, but the wails of this flower proved that wrong. The creature roared shrilly, rocking to the sides in agony. Two of its petals had been completely disintegrated, and another badly burnt to a half its length. A good portion of its "neck" was missing, leaving an oozing crater of multicolored tendrils and tunnels.

It was far from dead though, as soon as it regained itself, it tilted itself upwards to "look" directly at its attacker. It let out another shriek as well as a few clicking noises before it launched itself forward. Elise barely had time to detach herself, falling just below the creature's head before it made contact. It smashed against the wood with force enough to crack it in two. As soon as Elise touched down to the ground – before the plant could make another action – she hurled her arm forward. The vine was surprisingly hard, comparable to leather armor, but it still wasn't enough to prevent her razor sharp nails from piercing it.

The monster snapped its attention downwards. It dropped its head in an attempt to smash the Spider Queen. This blow was even more difficult to evade, but Elise still managed to survive for just a bit longer. It shook the ground hard, knocking Elise off balance. Luckily, she recovered faster than the flower did. She lashed out her top spider legs, punishing the plant for its attack with several sharp punctures across its sepal. These would have killed most any flesh creature, but they only served to anger this beast of flora. It thrust forward again, successfully hitting the spider this time. Elise was helplessly tossed back, rolling like a discarded doll through the mud.

She transferred back into her arachnid form, her eight legs rooted themselves firmly down, catching her out of her tumble. She quickly scurried back to face the beast, it was charging at her once more. Elise felt a twinge of disappointment, this beast was dreadfully predictable, the damn human would put up a better fight than this thing.

She jumped out of the way, firing a tether of web into the treetops. The creature roared in frustration, turning upwards to see Elise rappel away. It would never reach her now, and its time was running short. On its vine body was now a steadily growing area of black rotted tissue where Elise's nails had penetrated it earlier. It wasn't much poison, but it was still more than enough. Elise spent about a minute, dashing from branch to branch, letting her toxins do their work. The infection came to cover the entire portion of the beast's upper body. Its movements were slow and clumsy now, its roars had died down to pathetic yelps and whimpers. Elise had just a little more time, she could continue to play games with the plant until it finally succumbed, never coming close to her.

But she needed to let up some frustration. Elise detached her web, plummeting down instantly. Her aim was perfect, landing her directly on the petals that lined its head. The beast managed to recogonize the danger and worked up a fair amount of fervor, trying to shake the spider off of it, but it wasn't enough. Elise cackled in the way only a giant spider could as she rapidly pierced her legs into the flower's head and neck. Clear fluids gushed out of the rends, splattering across her body as the creature screamed in agony.

The pleasure lasted for only a few seconds, but Elise would always treasure it. The plant laid just as motionless as all of its kin around it. Its bright and shining colors had been disfigured and mutated into an ugly mish mash of violet and dark green. Elise fared far better, just a few scrapes on her arms and a small depletion of mana.

"Let that be a lesson for you." Elise laughed at the surrounding plants.

They responded in the worst way possible.

The ground trembled again, with no build up this time. Several plants sprung up around Elise, they looked like smaller versions of the plant she had just felled, their stalks far skinnier with tiny – still closed bulbs. They made their move before Elise could, their bulbs swelled up before rapidly deflating with a tight puffing sound. A thin barb shout out from the tiny openings. Some missed their target, most hit. Elise shrieked as the pieces of sharp plant matter pierced into her skin, her right arm in particular screamed of pain.

Elise showed the favor in kind, she slashed away at the plant directly in front of her with her talon, it's bulb was shredded like paper and the whole body shook and writhed, one of the legs on her back stabbed at another, this one ceased all movements instantly and fell to the ground as soon as she pulled out of it. The remaining flora were eager to avenge these deaths, their firing rate increased and Elise was stabbed several more times, but now she was on the move at least. The saplings had terribly accuracy, just moving a few meters from them made their attacks miss by wide margins.

She considered waiting on the edges of the battle, carefully picking them off with her spider bombs, but her leg – riddled with barbs screamed at her to fall back. She reluctantly took the advice and switched back into her spider form, ready to scuttle away. Something caught one of her legs, with a hiss she turned back to see a vine had snagged on to her. She had precious little time to struggle, as soon several more appeared from the ground with no warning. They moved on a power not their own as they quickly wrapped themselves tightly around her body. Elise fought hard, but for every vine she broke, two more sprouted.

"Calm yourself spider." A voice rang out, it sounded like a woman's but it was distorted and harsh, as if it was being imitated by something non – human.

"Who… is there?" Elise seethed.

"Me." The voice came again, now it was easier to determine its source. A woman's form approached from behind some brush. Elise's body tingled with the urge to maim, but she contained herself.

From first impressions, this was a human woman, tall and slender with flowing dark red hair that contrasted completely with her disturbingly pale skin. But there was somethings off about her, she didn't have the subtle movements or body language that other humans possessed. She just remained perfectly still, glaring intently at her captive without emotion.

It had been a long time since Elise had felt unnerved.

"What are you?" The woman asked, coldly intrigued. "I've never seen your species before." She approached gracefully, even her movement was free of the balancing act typical of humans, it eerily reminded Elise of herself.

"I could say the same of you." Elise hissed.

The woman did not respond, she simply knelt down in front of her prey and cautiously reached out her hand towards the spider's face, just out of reach of a bite. Elise chittered wildly, the vines around her struggled to maintain containment. She stopped her resistance when she caught more detail of the woman's arm. The woman's clothing – what little there was of it- wasn't clothing at all. It was foliage: leafs and vines wrapped tightly around her form, covering just her limbs, her forehead, and her more private areas. Elise's eyes scanned rapidly, but couldn't tell where skin and plant matter separated.

"You… are a plant…"She sneered.

"Perceptive of you." The plant woman complimented. "And you are a spider?"

"I do not concern you." Elise rebuffed.

"Oh but you do. You have attacked me, you are my enemy." The woman's calm still did not break.

"What?"

"That." The woman stretched out her arm out to point towards the fallen Flower Beast. "That is me. The vines around you, those are me as well. This entire place is my body."

"And who are you?"

The woman paused, narrowing her eyes in suspicion. It was the first expression she had given. "Zyra."

"Zyra…" Elise had done a small amount of information gathering before coming here, nothing mentioned anything like this.

"Your beast – no – you attacked me first." Elise pointed out.

Zyra didn't respond verbally, but narrowed her eyes in the first expression of the conversation. The vines around Elise tightened their hold harshly.

"Why are you here? You're obviously not from the human settlements." She asked over Elise's screeches.

"Hardly, I'm hunting prey here, a human soldier. I assure you I have not quarrel with you." Diplomacy made Elise's skin crawl.

"Soldier? I killed one of those not too long ago."

"You what?!" Elise hissed. "He was my prey, my sacrifice!"

"My body." Zyra coldly responded. "But does it matter now?"

"I… What do you want Zyra?" Elise asked, her urge to main rising again.

"Information." Zyra stated. "What are you? What did you want with that human? Are there more of you?

Elise blinked her eyes rapidly. "Half human, half spider. I wanted to gut him and offer his soul to a dark elder entity. I am alone. I have answered your questions. Release me."

"Half human?" Zyra managed to look surprised. "Interesting, like myself… Almost makes me regret this." Zyra spun her fingers in a circle and a plant emerged from the ground in between the women. It had a thicker stem than any of the plants before, instead of a bulb, it had a long organic scythe like blade.

"It is unwise to tell your captor that you are alone silly spider."

"Enough of this…" Elise muttered. Her body instantly clouded itself with a black and red cloud. Her bindings were holding her spider body – her human form gave her plenty of room to move about. Zyra hesitated, throwing her blade forward just a second too late. Elise slipped through the opening quickly, the blade still struck her – slicing across her cheek, but she was out. She drove her fingertips into the plant woman's shoulder. Zyra's pained wail sounded nothing at all human.

Elise threw down one of her spider appendages, intending to impale the plant woman, but Zyra moved quickly – evading and getting to her feet before Elise could throw another attack. Zyra threw her palm forward, smaller versions of the projectiles from earlier sprayed out. At this close range Elise had no option to avoid them, but they were far weaker, only a few managing to prick her skin.

Elise smiled, her next attack would end this. As she readied to move forward, she suddenly found herself moving downwards quickly. She hit the ground hard, knocking a small portion of her breath out. She didn't need to see what she felt, a root had managed to wrap around her foot and trip her. Elise scowled at such a petty trick, she was going to draw out Zyra's death now.

She never got the chance to make an attempt at this. Several thin vines shot out from Zyra's arms, each on had a fine needle tip to it. Elise screamed loudly as each one suddenly pierced into her body. She tried to struggle, but her body would not obey her, instead flailing around clumsily. The vines began to fidget and make some disgusting fleshy noise.

"Your mana has an odd taste. You really are fascinating." Zyra commented.

"What – what is this?" Elise roared, her mouth being the only part that obeyed her.

"I'm making you harmless." Zyra replied. "I recommend against struggling, it will only make it more painful for you."

"I'll make you suffer!" Elise threatened, commanding her body to transform once more.

The needles stung now, piercing further into her still humanoid body. Elise now knew what the plant's words meant. Her mind raced through hundreds of different methods of killing, trying to pick the best one before she would be sucked dry. None of them had any plan for getting her body working again so she remained on the ground. She was quickly running out of time – Another bladed plant was now emerging from the ground.

"Goodbye spider." Zyra cracked a smile.

Elise quickly winced away, letting out a uncharacteristically high pitched cry as the blade plant wobbled to live and began to swing itself.

It landed next to Elise's head with a dull sound. It took what seemed like forever for Elise to open her eyes, she flinched away at the sight of the blade – just a few millimeters from her body. The needles in her suddenly and painfully detached themselves, reeling back into their host. Movement instantly returned to Elise and she scrambled to her feet.

Zyra was having trouble staying on hers. She was barely standing, her knees bowed inwards. Her previously void countenance was now pained and panicked.

"What – what is this?" She violently gasped.

Elise wondered that herself, but quickly noticed the plant's shoulder. Where her nails had penetrated was now a blackened open wound. This woman was as much a match for her poison that her pet was.

"Toxins, nothing your size can survive. Enjoy your last moments." Elise taunted.

"What?" Zyra curled her arms around themselves. "This is… death? I feel…"

Elise couldn't care less about the plant's ramblings, she began to turn to leave but stopped herself in time. Her prey was dead, she wasn't going to let this entire trip be for nothing, she was going to get something out of this. And watching this arrogant dryad wannabe wither away into a few scraps of leaves sounded like just the thing. She couldn't feel her own mana, she was quite powerless, but Zyra was beaten – ready to collapse within a minute – there was nothing more to fear from this opponent.

Elise felt something snag on her back, a sensation followed by a sharp snapping sound and a torrent of pain. She fell to the ground screaming.

"Wha- what- " She stammered like a crying child. The pain wasn't stopping, it throbbed like spears jabbing in and out of her.

Even in her dazed state, Zyra managed a snicker. "Try… try running now."

The taunt managed to bring some sense of focus back into the spider, she realized what had been done to her. Her spider form's legs, the pair that hung from her back were now snapped in twine. Zyra still had some strength in her after all – enough to sneak up a pair of vines behind Elise's back in secret.

"You said nothing my "size" could survive. This is not my body little spider… I remind you again…" Zyra was becoming more coherent.

"ALL THAT YOU SEE IS MY BODY!" she roared, the trees, grass, flowers, every last bit of flora around them swayed and rocked wildly. The gesture was cut short when her human body fell to its knees with a cutesy whine. Zyra simply remained where she was, fidgeting constantly with an occasional mumble. The vines around Elise suddenly fell limp, but she was in no condition to take this chance to run, besides the sight of the plant woman was oddly enthralling.

"You're going… to fix me…" Zyra worked up focus to mutter. She picked herself up after a great effort and shambled over towards the downed Queen. Elise swiped out a claw, only for her arm to be forced to stop early. Zyra's vine's had awoken as well and now held Elise's arms tight.

"Don't… do anything… f-foolish." Despite her attempts at intimidation, Zyra was still struggling to speak. "Do as I say and I-I'll let you go. Al-alright?"

Elise glared with the hatred that only the shadow Isles could instill in someone. Zyra actually looked worried for a moment, but quickly called the spider's bluff and reaffirmed her stance. Despite her anger, Elise had only one choice.

"What do you want?" Elise spat.

"How do I make it stop?" Zyra placed a hand over her wound.

"It's a deathly toxin, its not supposed to be stopped." Elise fought the urge to throw in an insult or two.

Zyra grabbed at Elise's neck, squeezing tightly. "Do not squander this chance spider." She warned.

"I guess…" Elise choked. "We can treat… the pain?"

"Pain?" Zyra let go. "It doesn't… hurt."

"What?"

"I said it doesn't hurt me… it's hot… and wet and stingy… but no pain…" She didn't sound convinced, like she didn't even trust her own senses.

"It's a blood and flesh destroying neurotoxin, it should – wet? What do you mean it's wet?" Elise asked frustrated.

"H-here…" Zyra reached down to her waist, placing her hand between her legs. "It is wet and hot… I want it to stop."

Elise blinked repeatedly. "What…"she asked dryly.

"Here." Zyra spread her fingers out. The ivy and leaves that covered her crotch shifted and slid away, slowly revealing a very flesh like vagina beneath them.

Elise's eyes widened. She wanted to say something - anything, but words failed to reach her mouth.

"I-I thought you were… a – a plant." Elise tried to recover herself.

"I am… I made this body for myself based on humans I've captured."

"What? So then… you copied one of those too…" Elise reluctantly went along with the explanation.

"These? This part?" Zyra stroked her finger along the slit. Elise's body tensed up, pulling against her bindings.

"The humans had this… I don't know that it does, but it feels strange now."

"Is this really happening?" Elise asked loudly. A quick smack from Zyra was her answer.

"You've seriously never… Well you are a plant."

"I grow tired of your prattling, I have no obligation to keep you alive."

Elise snapped another glare. "It's for… um… s-sex…" She angrily blushed.

Zyra's curious eyes indicated she did not understand.

"Are you serious? Y-you know breeding? Mating?"

"What?!" Zyra roared, suddenly staring down horrified at her own crotch. "Th-that's what... h-how vulgar!" She squirmed in place, suddenly unsure of what to do with her body.

"Why does It… feel like this?" She stopped and began to stroke her thighs lightly.

"I think…" The plants around Zyra's pussy were now clearly darkened by its juices. "Are you in heat?" Elise proposed.

"H-heat? It does feel hot…"

"Not what I – listen, sometimes animals have an urge to breed, so their body makes them feel like this until they do it."

"But I'm not an animal… I just copied this body…"

"My poison." Elise now understood. Her venom could kill any animal or plant, but this woman – plant – thing was an irregular combination. Perhaps her unique biology had an unforeseen reaction with the toxin. Instead of killing her opponent, Elise had given her an aphrodisiac.

"How – how strange. But it doesn't matter. How do I… How do I make I go away?"

"The fuck would I know?" Elise forgot her circumstances. Another blade plant emerged from the ground, the tip of its sickle pointed directly at the spider's throat.

"This is your final warning bug!" Zyra shouted.

"Fine fine!" Elise finally submitted.

"I guess… the obvious method would be… mating."

"No, you can't be serious! How revolting!" Zyra protested with the same panic those clueless virgin maidens had when Elise had sacrificed them.

"Do you have a better idea?" Elise countered.

Until now, Elise was firmly aware that plants could not blush, Zyra now proved her wrong on that matter.

"Ho-how… do I we do that?" Zyra looked far from intimidating, not even having the strength to look at Elise's eyes.

"I… I'm not a male so… are there any other plant… people?"

"No. And I am not dragging a human into this. You did this to me, you're getting me out."

"Well…There are… ways two females can… sort of…" Elise reluctantly admitted.

"How?" Zyra snapped.

"I can… use my lounge and fingers." Elise shuddered, the fact that this was actually happening to her was finally sinking in.

"I will not give you your fingers or hands, but your tongue… what do I do?" Zyra began to breath heavy and fast again through a sensation unknown to her.

"Just… come over here, and put your… er… hips… near my head." Elise instructed.

"O-Okay, but if I even think you'll bite, I'll feed you to my slowest digesting flowers." It wasn't much of a threat, considering the awkward and timid walk Zyra made toward Elise.

Elise stared dumbfounded, conflicting urges in her head told her to scream, bite, run, but mostly she wanted to just shrivel up and die. Zyra's pussy was just centimeters from her mouth now. It seemed smaller than it should have been, like it belonged to a much younger woman and its coloring was darker than the rest of Zyra's pigment free skin; and like Zyra had said, Elise could see it twitching and producing small amounts of a clear fluid.

With no small part of her fighting against it, she slid her tounge forward to tap against the organ. Zyra reacted instantly, with a jolt running through her body she nearly jumped away.

"Are you okay?"

"I – I'm fine! Just do whatever it is your supposed to do!" Zyra commanded.

Elise did as she was told with a cringe. She moved her tongue in further, pressing it just past the first folds before beginning to slide it upwards, flicking against the artificial clit.

"That! That didn't hurt… it felt..." Zyra squeaked.

"Good?" Elise proposed.

"Yes…" Zyra admitted.

"That means it working, keep quiet though, it will make it this all go faster." Elise ordered, completely forgetting about whose role was whose.

Elise moved back in, steadily licking. Elise never professed to know what this kind of thing tasted like, but this wasn't what she expected. Zyra's juices tasted like – actual juices. No doubt Zyra didn't have any actual human fluids to use in this facsimile. A small part of her actually found she enjoyed this taste. Good fruit was so hard to come by in the desolate forests of the Shadow Isles. It was difficult to focus on this taste though, Zyra wouldn't stop fidgeting like an Ionian girl at her first dance.

Zyra didn't care about what she looked like. This was a new sensation for her. She had never seen much use for this human form's feelings. Her plants could smell and see and hear better than it could, she never had a need for tasting anything, and until now she had seen the human's sense of touch as nothing more than a detriment. But this was something the humans had been hiding. It was light and cold, but hot and piercing. Every time Elise ran her tongue up it sent another jolt through her, like the damnable human mage's lighting, but not painful in the slightest. Maybe the human form did have some merit to it, an idea further evidenced by this woman between her legs. Zyra felt a tug of a human smile on her lips looking at this spider in human form. She couldn't determine what this feeling inside her head was, but it was similar to the pity she felt for the rodents that scurried along her trees.

Elise dug in further. As much as she hated this, she was going to do it right. Zyra yelped in response just before the vines around Elise's arms unraveled themselves.

"Are we done here?" Elise warily asked, massaging her wrists.

"Your hands, you said you could use the…then do it." Zyra begged.

Elise gave a quick look upwards, just to make her scorn known. It did not stop her from moving back again, licking away at the soft flesh. She made quick use of her hands, grabbing Zyra's waist firmly and pulling it down hard. She could feel Zyra's "skin" tighten in response to her fingers. She felt something vaguely similar to amusement and so began less than reluctantly prodding and tickling away at the plant's lower body. Zyra began to stutter out quiet moans that only increased their pace as Elise's hands drew down lower.

Finally Elise was ready, her hand was directly adjacent to her face now. She took a moment to break from licking to rub two fingers on the moist slit. She thought she heard Zyra accuse her of something, but didn't care. She gently slid her fingers in, zyra tightened around them as if on cue. This was perfect, if anything was going to end this little nightmare, this would. She allowed herself a quick smirk, moving her face back forward.

She steadily pumped her fingers in and out of the opening, each wet sound was adorably accompanied by a gasp from Zyra. Already her legs were quivering, maybe she didn't have all that much experience using them. It didn't matter, soon this would be over and Elise would run back to her cave as fast as she could and take a nice long dip in the hot spring. Just the thought of her release made the spider increase her speed and pressure. She moved her lips back in and began to suck on the clit, every so often scraping it with her teeth. Zyra enjoyed it, now she was flat out screaming in happiness, moan after moan. Elise had to admit to herself, this woman was somewhat fun to play with.

"I – I feel… something…" Zyra announced in a shaking voice.

"That's good to hear, just – "She was cut off by a blood curdling screech form Zyra. The surrounding trees rocked hard. Elise was suddenly blasted by a shot of the sweet tasting liquid, partially getting in one of her eyes.

"Despicable flower bitch!" Elise screeched. She threw herself upwards, clawing away at her own face to get the fluids off of her. Zyra didn't respond to the spider's outburst, it had been so long since she needed to do this human thing called "smiling" it felt so good, in fact everything felt good. It was like a small stream was rushing through her roots. Her legs gave out and she fell to the ground, between her legs she could still feel a pricking numbness. She slowly gazed at her own hands in front of her, if the spider's hands could make her feel like that, then maybe…

Zyra pettily rubbed her palm on her crotch. She started slowly, but soon was stroking alarmingly fast. It felt somewhat good, a few pangs of pleasure made her lightheadedness partially return. But it was nothing like what the spider had made her feel. Zyra grumbled, trying to fit her fingers in, but all that brought was a sudden pain.

Elise was still struggling to clean her face, she didn't even notice the plants begin to squirm again. Two vines sprung first, wrapping around her arms hard and forcing them to outstretch. The vines already around her legs retracted, digging her feet into the ground and holding them. Elise shrieked, struggling hard against these holds. Her still functional spider limbs flailed about, one of them managed to pierce into one of the bladed plants, it fell and was immediately replaced by two more of its kind.

"What are you doing?" Elise shrieked. "You promised to let me be!"

"I did." Zyra responded coldly, picking herself up to meet the spider at eye level. "But your life is still in my hands, I can freely go back on my word if I choose." A small army of the red spitter plants revealed themselves, each shuddered and panted, ready to unleash their fury on the spider at the slightest provocation.

"What do you want? I already fucked you." Elise glared.

"It doesn't feel the same." Zyra rubbed her crotch a few more times.

"Of course not fool, after an orgasm that big your body has to wait before it can do so again." Elise angrily explained.

"Orga-zeem?" Zyra asked.

Elise shut her eyes hard. "Lord Vilemaw why do you test me like this?" She whispered to herself.

"I still have much to learn about this it seems." Zyra said. "You'll teach me."

"What do you care?" Elise asked.

Zyra was quiet for a moment as she stared puzzled at the ground. "I… I do not know, but I think… it does not matter, you have no choice in this anyway." She reaffirmed. Elise resisted her urge to throw an insult.

"I… have seen humans do this before. I think its important." Zyra blushed.

"What are you t-" Elise was cut off by Zyra suddenly throwing her mouth forward and planting a kiss. She tried to tighten her muscles - to break her arms free and crush this plant, but she couldn't and angerly allowed the kiss to continue. Kiss was a strong word for it. Really Zyra was just holding her closed lips against the spider's. Even from this limited viewpoint, Elise could tell she was shaking.

"Y-you're supposed to use your tongue… and open your mouth… wait no!" Elise cursed herself for this encouragement. Zyra took the advice though and began to gape her mouth open, forcing Elise's in the process. She threw her tongue in without hesitation. Like her other fluids, Zyra's saliva seemed to be made of the same sweet juices. Every time it brushed over or prodded at her own tongue it sent a sharp shock through her and she couldn't help but automatically lick back. Soon her mouth was watering with desire and she even began to move her lips around to better accommodate Zyra, she told herself she was just playing along.

"It got wet in there." Zyra broke off. "Is that like?" She glanced down between her legs.

"No. Not… not at all." Elise answered plainly.

"Oh… alright then…" Zyra began to toy with her hair slowly.

"B-but you were right otherwise. It is an important part of mating and relationships." Elise didn't know why, but she gave a small smile while explaining.

"Oh? That's good to know." Zyra excitedly said. "It didn't feel the same way as what you did, but it was still… nice."

"Glad you enjoyed yourself." Elise sarcastically threw back, not acknowledging her own good feelings.

"Are there other parts? Parts that can be used for mating?" Zyra moved again, now rubbing her body against her captive. She giggled at Elise's nervous expression.

"Is this how I die? Teaching the birds and the bees to a flower?" Elise murmured to herself.

"What?" Zyra looked up at her.

"Uh… down there… m-my breasts. They um… can't be used for mating per-se, but they can be used to feel good." Elise nearly chocked on her words.

"Hmm? These?" Zyra asked innocently, grabbing at Elise's breast. The spider squeaked cutely. "I thought these were for nursing?"

"Just listen to me!" Elise barked. "Y-you can rub it, a-and squeeze it and –"

"Like this?" Zyra began to move her hand. She'd seen these things on the human females that wandered into her domain, from the way that they flapped about when they fought she wouldn't have guessed they would be this firm. She twisted and squeezed, trying to get a feel for just how much punishment they could take. Every time she neared a limit Elise would wince and growl in the most adorable way.

"Does this feel good?" Zyra asked, partially teasing, partially actually curious.

"You're too rough… I mean… n-not at all." Elise flustered.

Zyra let out something between a laugh and a sigh. "Then how about here?" She reached a hand to Elise's thighs. Elise instantly pulled her hips back as far as she could, partially trembling.

"D-don't touch m-me…" she warned nervously.

"It's very late for that don't you think?" Zyra smirked. She brushed her hand down further, nearing Elise's own sex. It was different from her own, smooth and glossy, matching her skin, in fact she couldn't tell where it and her skin deviated. But she still found the slit easily enough.

"D-don't you…" Elise was begging in between heavy, rapid breaths.

Zyra ignored the spider as she began gently swishing her finger over the top of Elise's pussy. Zyra carefully watched the spider's reactions. Her composure was nearing its limits now, she looked ready to cry. Every time the finger brushed against her clit she would wince and ever so slightly bite at her lips.

"Hmmm." Zyra paused to inspect Elise's eyes closely.

"Wh-what?" Elise barked.

"Nothing." Zyra grinned wide before thrusting in to fingers into Elise. The spider bucked hard, her face fell apart to wide eyes of horror and gritted teeth. Before she could regain herself Zyra slipped her other hand from her breast to rest gently on her hip. Zyra moved again immediately after; pumping her fingers steadily with one hand while smoothly stroking Elise's thighs with the other Her breast weren't ignored though, one of the spitter flowers had wandered its head over to its master. Its stamen wiggled out and began to tickle at Elise's nipple.

Zyra was learning uncomfortably fast.

"How is this?" Zyra asked, proud of herself.

It felt wonderful. There was some pain of course, the plant woman was being far too rough, not used to taking things gently with flesh creatures no doubt. Still, the hurting was nothing compared to the itching. As soon as Zyra began her motions she had created a growing pricking feeling that riddled her body. She had to look twice to make sure that Zyra had not impaled her with any thorns. She hadn't -Elise had to face facts – this felt good.

"I-it's alright…" Elise was reluctant to tell the plant what she wanted to hear.

"Oh? Maybe you're a bit more skilled than me." It was the last compliment Elise wanted to receive.

"What about the other hole?" Zyra asked.

"Other hole? What are y-" Elise widened her eyes. "No. No! Absolutely not!" She franticly ordered.

Zyra tightened her grip around Elise's thigh, dipping her own talons into the spider's skin. Elise quickly shuddered in pain.

"Do not attempt to command me." Zyra warned. "I was only asking a question after all."

"Al-alright…" Elise sneered. Zyra didn't bother noticing. She was already lowering her head down to get an up close look at Elise's pussy. Elise squeaked at the feeling of breath on her sensitive flesh. Zyra stuck out her tongue and gave a long powerful lick across the surface of the organ.

"Did I do that correctly?" She asked, smacking her lips trying to analyze the taste in her mouth. Elise didn't give an answer, but her legs – all eight of them were now shaking seemingly uncontrollably. Zyra allowed herself an affectionate smile before moving back to lick more.

Elise was fighting harder than she ever had to before. Fighting to keep her face stoic and not moan in pleasure. Zyra was already moving deeper and faster. Elise bit down hard on her lower lip, any pretense of her not enjoying these feelings was gone, but she wasn't going to let Zyra see that. Her mind told her that was pointless, she'd already debased herself enough already and there had been plenty of times so far where she let her pleasure slip. Elise ignored this "logic", she wasn't going to let her pride be damaged any further. She swore she would endure this torment, and when Zyra would least expect it – strike back and escape and later burn this entire jungle to disgusting ashes.

Elise was so caught up in her dreaming she didn't notice another of the spitter plants arrive. This one was taller than its sibling and had to lower itself so its bulb could be level with Elise's head. It opened its petals to reveal a thick yellow stamen. It was soaked with a heavy coat of a white fluid that dripped onto Elise's torso. It was steaming hot, enough so to knock Elise out of her concentration. She began to protest, but was interrupted by the plant launching its stamen into her mouth.

Elise nearly gagged, the thing forced her mouth open as it began to pump itself in and out. The fluid overwhelmed her senses. It was hot and wet and sticky with a musky sweet scent, but to her surprise it tasted sweet like sugar. It didn't feel like a plant at all, it had enough strength and girth to easily pass for an animal's muscle.

"Don't think I forgot about your mouth Elise." Zyra said playfully.

Elise would have groaned angrily if she was capable of making any noises besides muffled gargles.

"I use that syrup to lure in prey. Don't worry, it's safe to eat, so enjoy it!" She happily suggested before returning to lick Elise's cunt.

Elise followed the order, it really did taste wonderful, better than any of the decrepit prey the Shadow Isles offered up. Besides, focusing on the taste and scent of it was better than thinking of the disgusting feeling of it. She licked it back, letting her tongue coil around it when it would push into the back of her throat and suckling small amounts of the honey when it pulled out.

Zyra was still doing her part too, quickly lapping away at the folds of Elise's pussy. Elise could feel herself becoming more sensitive, each swipe of the tongue – each pang of cold heat was more intense than the last. It wasn't just her lower body either, the suckling plant at her breast was now biting harder and Elise could feel something akin to tiny hairs tickling at her areola. Elise new this feeling should have been making her feel disgusted or horrified, but instead it made her tingle like an electric current was flowing through her upper body.

She briefly pondered if this sweet liquid was doing something to her, affecting her in the same way her poison had affected Zyra. That was before the torrent of feelings hit her and confirmed it. Every part of her, all at once – the roots at her feet, Zyra's lips and hands at her legs and cunt, the flowers at her breasts, the vines on her arms, and the stamen in her mouth. It had taken a moment, but now every part of her body was registering sexual satisfaction, with each sensation playing off of each other perfectly.

There was no point in denying it. This front of arrogance and anger she had been putting up was meaningless. It was futile to resist this pleasure and so she stopped. She tried to moan and beg for the pace to increase, but it just came out as muffled gasps of air with the plant-tentacle pumping rapidly through her throat. Her body stopped resisting though, instead of trying to break free, now it was moving on instinct, tightening and jerking and loosening in reaction to each movement Zyra made.

Elise heard Zyra laugh and knew that she had noticed. What she couldn't tell was that Zyra was slowly growing out her fingers to twice the length of a human's, this body of hers was just a puppet shell after all, it could be easily modified at will. Zyra suddenly broke off her licking to Elise's moans of disappointment and longing, but redeemed herself by thrusting two fingers into the soft moist organ.

At first Elise let out suppressed grunts of pain as Zyra tried to figure out the, scraping and bumping against the walls. But soon enough she had a good grasp of it all and within a few thrusts she was managing to reach all the way in. Every movement she made was met with Elise's walls tightening around the fingers greedily, as if her body itself was trying to keep her inside of it.

Elise's legs quivered until they gave out, leaving her to simply hang from the vines like a broken puppet. She pitifully tried to pull her stance back, but her legs seemed to ignore most of her instructions. She gave up soon anyways, the fire inside her was too great to focus on anything else, she had never experienced a feeling like this before and had lost all will to resist it. Perhaps this was the way she had made Zyra feel.

It finally hit her, an intense pressure surpassing that what the flower behemoth had been able to inflict. She tightened her muscles as hard as she could until it pained her to do so. She tried to shout, only for her words to be muffled by the plant in her mouth, she settled for biting down hard on it with force that stopped its movements.

Zyra stopped to look up just in time for the spider's body to convulse in unnatural ways. Her vines had to fight to keep their hold of it.

"Um… what is this?" Zyra nervously asked.

She didn't get an answer, just a happy cry and continued shaking.

"Is this an orgasm?" Zyra noted. Just as Elise stopped her squirming – and all movement at all, just hanging from the vines.

Zyra warily scanned the spider, this could have been a feint. But then again, the spider wasn't even biting down anymore, she was harmless.

The plants eased themselves, dropping Elise with Zyra catching her.

"Are you… okay?" Zyra asked, stroking her hand across Elise's face.

"I…I'm fine…" Elise stammered.

"Did that feel good for you?" Zyra ran her hand down further across Elise's body. It was wet with sweat and flower pollen and her own juices.

"Y-yes…" Elise admitted. She tried to move to get up, but was stopped by Zyra pushing her back down.

"Let me go witch, I've fulfilled your… curiosity." Elise warned quietly.

"Why do you still talk that way? We both know you're more than willing to submit to me. If you lose that attitude I may be gentler with you in the future." Zyra smiled, patting Elise's head despite the latter's glare.

"The… future?" Elise felt something heavy in her stomach drop at those words.

"Yes. I still have much I want to do with you dear spider." Zyra smiled.

"N-no way in…" Elise growled. She tried to force herself back up, even her spider legs began to chitter and swipe.

"Don't be like that…" Zyra responded, sounding bored. She threw her arm forward, grabbing Elise's throat hard and squeezing. Elise hissed and tried to pry the arm away, but the grip only grew tighter and behind Zyra several soldier plants were beginning to sprout up.

Elise stopped her struggling, dropping her arms to her side.

"A-alright… I… get… it…" She forced the words out. There would be better opportunities to fight against this.

"Good. Don't worry… "Elise" was it?" I'll make sure you're kept healthy." She smiled as if that was supposed to sound like a good thing.

Elise just glared at her with clinched teeth.

"One last thing…" Zyra began. "I've also seen some humans do this in their last moments… I think it's supposed to be comforting."

Zyra locked her arms around Elise's back and pulled the spider toward her in a tight – reciprocated – hug. Elise hated that it was warm.

A/N

A request from "just another average reader" ! Hope you enjoy!

Well this was unexpected! I'm not too familiar with either of these two, so I hope I got some of their characters right. It definably was fun and challenging working with two very dominant and bizarre characters, but in the end I really enjoyed that about them and I tried to incorporate those elements in.

My first ever request! TY SO MUCH! It's great and exciting to work on something that I might not have even been able to come up with on my own!

I have a few mixed feelings about some things, namely It may have been a bit excessive towards the beginning, but it struck me as the right tone for these two – again sorry if I messed up their characters.

Part 2 shouldn't be too long! Tell me what you think and enjoy!