Elise was a beautiful woman, and she still is, if you ignore the horrid, spider limbs protruding from her pale and perfectly smooth flesh. She feels as if she under a curse, as she is unable to find a single person who is willing to spend time intimately with her. Even if she possesses the blood of a spider; she is still a woman blessed with a body so astonishing that she needs to be able to put it to good use.

Unable to suppress her carnal desires any longer, Elise submitted her body to the Black Rose, allowing them to test magics on her with the dullest hope that it would return her body to its normal state. It went on for months, and Elise bared all the pain it brought her, for when the time finally came, her patience was rewarded.

The Black Rose was finally able to conjure up a concoction which would conceal unnatural parts on someone's flesh, albeit temporarily. It only lasted a few hours, but that was more than enough time for Elise to find a suitable partner. So, she made way to the Shadow Isles, made the necessary sacrifices which would rejuvenate her ever-lasting beauty, and then drained the potion which would return her body to that of a gorgeous human.

Now more alluring than ever, Elise had a certain someone in mind, and that certain someone lived here, in the Shadow Isles. This someone and Elise have built up a competitive relationship over the many years she has been coming here, and the main thing that they fought over was who was the better woman. In her current state, Elise had no doubts that this person would finally admit that she was superior, so she went and visited this potential partner's home in order to squash their dispute.


As Elise was awaiting a response at their door, she heard a familiar woman's voice from behind.

"Hello, Elise…" The ghastly, yet somber voice purred seductively.

Elise turned around, her body veiled in a black cloak which covered everything but her eyes and red full-lipped smile. She looked down at the shadowy figure which the voice belonged to, standing at least two heads of height above it.

"Hello, Evelynn." Elise greeted.

The murky figure stood straight, and was now only shorter than Elise by the height of a single head. It looked as if her body came out of thin air, her figure emerging from the shadows to reveal a blue-skinned woman with features so well-endowed she refused to wear anything that didn't flaunt it. Her breasts were almost too large for her small stature; her tiny waist leading down to round hips and a large, round ass which stood above thick thighs. She was wearing her usual dominatrix-themed outfit; her very few garments littered with black and purple just as much as it were with spikes.

"What brings you here?" Evelynn asked, placing both hands on her hips.

"I have something I need to show you." Elise stated. "It's urgent, and I have to show you inside your home."

Evelynn furrowed her brows, and then a simper came on her lips as she tilted her head.

"Okay…" She muttered.

Evelynn walked forward to stand in front of her house. She didn't need to unlock the door as she turned the knob and walked in, looking over her shoulder as she watched Elise follow her inside before closing it.

"Why are you wearing that?" Evelynn asked.

Elise didn't bother with a reply. Instead, she walked forward, and took herself up a case of wooden stairs before finding herself in Evelynn's bedroom. She turned around to see Evelynn watching her from the doorway with an uninterested look on her face.

That uninterested look quickly vanished as Elise dropped her cloak to the floor, revealing to the blue-skinned woman that her body was now entirely human - and without clothes.

Evelynn's lips twisted into a smirk as a salacious look took itself upon her face, her heels moving upon the wooden floor beneath her as she strutted towards the woman who had just suddenly became naked in her own bedroom. Their eyes didn't bother to meet, Evelynn's vision fixated on the pale curves which she now found alluring.

"How did you do it?" Evelynn asked as she stopped strutting, stopping in front of Elise once the two now stood with barely any space between them.

"Magic." Elise answered, pleased with Evelynn's response as she watched her fall to her knees.

Evelynn's hands moved to physically examine what was in front of her, her palms sliding their way up from the bottom of Elise's smooth and long legs before she noticed something amidst her thighs.

"You're incredibly wet…" Evelynn commented as her face was idle just in front of what she was talking about, licking her lips as her fingers brushed against the sheen of excitement against Elise's inner-thighs. She shook her head and laughed before standing up, spreading two of her fingers to show Elise the nectar which was strung between them. "Perhaps, you didn't come here to only show me your new body?"

Elise blushed, but a haughty expression contradicted it.

"I've come to fuck you." She stated proudly. "And to hear you finally admit that I'm now the better woman."

Evelynn chuckled again, placing the very same finger which she collected Elise's excitement on against her lips, looking up in the air before humming with thought.

"Well… now that you look like this, I can't really refuse…" Evelynn commented, returning her gaze to Elise's. "But, you have to prove it to me that you're better than me."

"I'm not making an offer." Elise stated, ignoring Evelynn's last sentence. She didn't care about their rivalry at the moment, she wanted something else. "I'm stating a fact. I'm going to have sex with you. Right now."

Evelynn closed her eyes and shook her head.

"Okay. Sure. Fine." She muttered, opening her eyes, pretending to be uninterested. "I'll have some fun with you. But, there's one catch."

"...And that is?" Elise asked.

"I want to see if you can put that new body to good use…" Evelynn stated, licking her lips. "If you can make me cum before I make you, I'll admit that you're the better woman."

Elise chuckled and shook her head. "Please. I've already won."

"Oh?" Evelynn said as she rose a single eyebrow. "Let's see then."

Once Evelynn finished speaking, she vanished from sight, leaving Elise alone in the bedroom for a few moments. Once she returned, she was completely naked.

"Get on my bed." Evelynn ordered, pushing Elise forward with her fingers sprawled against her pale abdomen.

Elise stumbled backwards, and fell onto the purple bedsheets behind her. She looked down at Evelynn who was starting to crawl up her body, her hands coming beside each side of her head as their eyes met. Evelynn smiled, shaking her head as she turned herself around, resting on all fours above Elise's laid-down body as each their heads were now at each other's hips...

Evelynn wasted no time to get started, her hands taking hold of Elise's thighs before she dropped her neck down to meet what was between it. She pressed her full lips against Elise's womanhood, the paler woman's legs stretching out as her toes scrunched up.

"Oh..!" Elise gasped, taken away from the feeling of another's woman's lips pressing against her - other lips…

Elise felt her clitoris become enveloped by Evelynn's smile, another pitiful moan fleeing her throat as her fortitude was comprised again. Her back arced away from the bed beneath her, her fingers gathering up the sheets within her hands as the blue-skinned woman began to suck. She completely forgot that she was supposed to be attending to Evelynn's womanhood as well, and Evelynn took advantage of this.

"Agh - oh - god…" Elise moaned, her voice breathy as she was unable to stay still.

Evelynn's hands moved between Elise's thighs and spread them even further apart, allowing herself more space so that she could passionately suck on Elise's bud like she would a stubborn lollipop. Their bodies were pressed together, Evelynn's large breasts cushioning her weight as she rested atop Elise who had still not made a single move to the round, blue-skinned backside resting just right above her face.

…Until now.

Elise rose her hands in the air and took hold of Evelynn's thick ass. She lifted her head and brought it forward, her mouth opening to allow her tongue to slither out from her own lips, and in between Evelynn's own southern pair.

"Hmm…" Evelynn purred, her voice rumbling against Elise's womanhood through her closed lips.

Elise sunk her tongue into Evelynn's pussy, closing her eyes as she squeezed her backside within her palms. She closed her eyes to focus, as Elise's new movements didn't falter Evelynn's ministrations. Instead, it only quickened it, bringing the pale woman to a pause as she was met with an onslaught of sucks which threatened to incapacitate her.

"Mmfgh!" Elise tried to moan, her voice muffled as her tongue was currently occupied…

She tried to continue, barely able to pull her tongue out from Evelynn's pussy before thrusting it back in. It was futile for her to go on like this; two of Evelynn's fingers sliding their blessed way into Elise, bringing the pale woman to a pause.

"Oh!" Elise cried out, dropping her head back down against the bed as she let go of Evelynn's backside. "God!"

Her body was now in Evelynn's possession, the blue-skinned woman proving herself to be more superior as her quick fingers and passionate lips brought Elise to a wet climax. She was convulsing as her juices were being lapped up, nothing but shudders coming from her as she happily accepted her loss.

"Mm…" Evelynn moaned, licking her lips as she finally pulled her head out from between Elise's thighs. "Looks like I won."

Elise replied with heavy breaths, her chest heaving frantically.

"What's my reward, Elise?" Evelynn asked, looking at the tired woman from over her shoulder. "Hmm?"

"W-what?" Elise stammered. "What reward?"

"People usually get rewarded for winning, idiot." Evelynn stated. "I want you to eat my ass… even though that's more of a reward for you than it is for me…"

"Well… if that's what you want." Elise muttered, her smile hidden as her entire face was veiled underneath Evelynn's rear.

Elise rose her hands, taking hold of the magnificent mounds of flesh which made up Evelynn's ass. She could feel her weight coming down on her, the blue-skinned woman sitting up and on top her face. With her thumbs, Elise spread Evelynn's cheeks apart, closing her eyes before slipping her tongue out from her eager smile to press it against her anus.

"Ogh…" Evelynn shuddered, her body quivering on top of her human throne. "Gahdghh…"

Elise felt the need to redeem herself, as their sexfight was pitiful in terms of her own performance. Her fingernails dug deep into Evelynn's flesh, and then her tongue dove deeper into her asshole. A moan fled the blue-skinned woman's throat, a shudder moving throughout her body as her ass only lowered more onto Elise's pleasing face.

Evelynn rose her hands up to her own bosom, grabbing hold of her large blue breasts before sinking her fingers into them. She captured her firm, purple nipples between her greedy fingers, biting her bottom lip as she closed her eyes and pleased herself despite the fact a pink muscle which belonged to a friend was beginning its dive into her anus.

"Oh!" Evelynn cried out, shaking her head as she curled her toes up. "God, Elise… You're amazing."

Elise's response was incomprehensible, her tongue being currently occupied as well as her voice being muffled. She pushed against Evelynn's ass with her palms, just barely raising the blue-skinned woman before lifting her right shoulder up from the sheets, twisting her body to cause Evelynn to topple over and fall from sitting upon her face any further.

Evelynn grunted as she landed on her stomach, feeling hands take hold off her ass before she noticed the mattress sink between her legs as Elise got between them. She closed her eyes, her rear being spread apart before she felt the warmth of Elise's face come closer. A puff of air fled Evelynn's nose, a crooked smile taking itself upon her face as she felt Elise's mouth press against her anus, and then soon enough, her tongue.

"Ah…" Evelynn sighed, closing her eyes as she licked her lips, feeling Elise press her face between her ass even further, cheeks between cheeks… "Do not stop!"

Elise began to indulge in Evelynn's backside, eating her ass with such fervor that you could probably hear it from another room - and that was barely a hyperbole. She was now in control of the blue-skinned woman, her neck strained from moving so much as she made sure to leave this smaller hole numb from pleasure.

"Uh..!" Evelynn shuddered, raising her legs as their calves up against the back of Elise's arms. "Y-you're g-good at this…"

Elise responded, but it was muffled, a smile barely showing itself upon her proud face as she only got quicker, and more vehement. Her jaw was getting sore from being open for so long, and she wanted to stop herself, but she couldn't. She wanted to make Evelynn cum. She wanted to prove to Evelynn that what had happened earlier was just a fluke.

"Oh - yes!" Evelynn exclaimed. "K-keep - ugh - going!"

Evelynn's back was beginning to arc, even more than it already was. Her breasts were pressed into the bed, nearly flattened as her fingers sprawled out and tried to hold onto the sheets for grip. She didn't look sane, her face representing that of a mind-broken slut who had just discovered the best thing in the world.

At the current moment, to Evelynn, it was Elise's tongue, the once-spider woman proving herself to be quite skilled in the activities which she missed partaking in so dearly. And Evelynn, someone who partakes in these types of activities as regulariy as one would drink water, knew she couldn't last a second longer. She showered the sheets in her juices, and Elise backed off and stood straight, watching Evelynn's blue flesh ripple as she shook like an earthquake.

"Oh - Elise…" Evelynn muttered, chuckling as she shook her head. "You're amazing."

"Thank you." Elise stated, sitting proudly and patiently on the back of her heels. "Amazing enough to be the better woman?"

Evelynn chuckled again as she crawled up the bed, dropping the back of her head onto a purple pillow as she was now laid down on her back.

"No, I don't think so." She stated, spreading her legs, revealing her nether regions to be completely soaked in her juices. "The better woman would clean up the mess she made…"

Elise laughed, and eagerly crawled forward.

"And besides… I'm going to need a few more sessions with you before I can make up my mind." Evelynn said. "So get started."


Author's Note:

Commissioned by rockpariah. He requested Elise to be without spider parts, so that's why the story is the way it is.