Lily woke with a pleasant yawn, stretching out atop the inn bed she and her new found friend and partner rented with their recent earnings. Enjoying the fact that the bed is much more comfortable than the ones she slept on back in the orphanage. She was currently in the small riverside town of Riverwood, a rather uninspired name of a town located south of the great spider woods and next to one of the many distributaries of the Great Mother River that flows through it. The town is also located south west of Nearon, the town where a certain group of seasoned adventurers was last seen all those years ago.
 
 
Lily was a human mage, having studied from spell books that were amongst her inheritance her parents left behind after their untimely passing. She has shoulder length blonde hair and dashing blue eyes, her frame rather petite due to the food shortage as she was growing up. She had lived in an orphanage for most of her youth, and was forced to leave when she reached 21, as the headmistress reasoned that she was old enough to fend for herself. She took the eviction in stride however, and applied to be an adventurer like her parents before her.
 
 
As the mage lazed about, playing with her hair. She glanced over to her companion, who despite her insistence decided to not share this double bed with her, and is right now nestled up in a soft looking hammock. Curled up a bit too adorably for a woman her age, was the catkin she met, Varhart. She had helped Lily when she was just starting out, saving her from being roped in to a group of rather shady individuals and even knocking the group out when they wanted to violently claim Lily as their own with nothing but a bundle of rope. The clear senior tutored her as they worked together, surprising Lily with Varhart’s vast knowledge of not only the field of magecraft, but other kinds of magic and skills too, covering the two man team’s unbalanced classes with her vast array of skills.
 
 
That wasn’t the only thing that drew Lily to Varhart, as the former also found her companion to be very attractive. The catkin’s adorable brown ears poking from her head, her thin and fit body, with a good bit of curves at her bust and butt. To finish it all off there is also Varhart’s long tail, which Lily was caught trying to catch it multiple times before already. As Lily watched Varhart wake, she felt her heart skip a beat when she realises her companion had once again been out drinking, evident by the lack of clothes on her body.
 
 
The catkin stretched before idly groping her hand filling breasts, purring contently as she plays with herself. Lily begins to drool as she enjoys the not uncommon show, before Varhart’s eyes fully open, and she realises what she is doing. With a yelp, she tumbled off the hammock and got dressed with surprising speed, Lily’s trance breaking from the sudden fury of action, and she quickly wiped her lips, closing her eyes and pretending to be asleep. Her ruse worked, mainly due to the fact that this wasn’t the first time and she has a lot of experience feinting sleep.
 
 
Breakfast was rather uneventful, the two discussing what they should do for the day. With breakfast concluded, they decided to do something simple, and hunt a nearby pack of goblins to reduce their numbers. They left the inn, and left town to the nearby clearing, which is overlooked by a cliff known as “Harpy’s Landing”. The area is generally safe, as the usual harpies are little threat to adventurers, their songs too weak to paralyze unless one hears it for a good few minutes. Varhart once again shows her skills, and easily tracked down a sizable group of goblins, a small warband with even a fresh in the world goblin warlord. The catkin charged in, drawing attention and kiting the goblins with her speed, while Lily lays waste to them with her spells. Explosions and thunder rumbles through the area as the skirmish winds down to a close, even the few times Lily accidentally hitting Varhart with her spells little consequence as the catkin expertly channels the incoming spell through her sword and body and out towards the enemy.
 
 
Their relatively easy foray soon took a turn for the worst, when Varhart suddenly looked up and shouted for Lily to cover her ears before doing the same. In the middle of casting a spell, Lily failed to react in time as a sudden loud cry filled the area, her hands frozen just centimeters from covering her ears. Lily’s body wouldn’t obey her movements, save for her eyes, which looked around the field to find all the goblins they had been facing suffering a similar affliction, Varhart’s movement sluggish as she presses her ears against her head.
 
 
Then, with a heavy impact, throwing a plume of dust into the air, the culprit of the paralyzing cry landed right in front of the paralyzed mage. Standing twice her height, sharp talons digging into the ground as a malicious grin spread on her alluring womanly face. The creature’s jet black feathers covering most of its body, though the human like body of the creature betrays the fact that it is a female, with a shapely body and head sized breasts. In a swift practiced motion, the massive harpy opened her maw and gulped Lily’s upper half, forcing the mage’s staff from her fingers as it swallows her before it spreading its massive wings and flies off.
 
 
Lily soon splashes down into the harpy’s stomach, unable to even close her eyes as she gets a facefull of acid. The rest of her body soon enters, the force of the action pushing her head above the fluidline and into a fetal position. She could already feel the harpy’s strong acid working on her body, her eyes stinging as she tries to struggle, still paralyzed by the spell. Tears welled up in her eyes as she lemented her fate, unaware her suffering was only just beginning.
 
 
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Varhart was having an annoying day. She had woken up to find herself so horny she once again accidentally pleasured herself infront of her recently made companion. The tiny bit of the succubus that is part of her mismash of a soul getting a bit more traction ever since her 20th birthday and making her head swim with lustful thoughts at every moment. And now, a creature that she had encountered in the past, when she was still a group of adventurers rising the ranks, had swooped down and consumed her companion. The mage Igis and priestess Kegziss were the unfortunate victims of the last encounter with a Dread Harpy, but fortunately the ranger Leiharra had spotted the creature, and the rogue Kharis was close enough to throw his knives into the greedy creature’s shoulders, immobilising the wings as it had Igis down its throat.
 
 
This time it was a lot different. The creature had struck fast and hard, their kind already know to target the back lines, taking advantage of the chaos of battle to snag an easy meal. Varhart was too far away to do anything to save Lily and could only watch helplessly as the harpy flew off towards the landing. Even as she unshifted the flesh plug in her ears, she could still feel the effects of the harpy’s cry. A flash of grief hit her as she thought of losing Lily, before a bit of relief for it being the more dangerous Dread Harpy. If a normal harpy had consumed Lily, the mage would be dead by the time anyone found the creature responsible, but Dread Harpies were different. Infused with dark magics, they feed not only on the flesh, but the emotions of their prey. Keeping them alive for days or even weeks of melting and suffocating tortuer to drain every last bit of grief from their prey.
 
 
Regardless, time was of the essence. And with her keen vision, Varhart spots the dread harpy landing on a nest at the tallest part of the ridge. It would take days for a normal person to reach that point as they wouldn’t be able to contend with the sheer cliff that it overlooks, but Varhart was no normal person. With her target set and even tagged with a few of her ranger’s hunter spells, she stored her armor and weapons into a small storage necklace she had kept away in a small indent she has in her neck as her body began to shift. Her cute catgirl butt began growing out, her thin long tail turning into something more like a fat snake. Her legs begin to split into fours as a layer of protective scales grew over the fur that covers her body. Soon, her transformation was complete. Her upper half still looked the same, save for deadly looking natural gauntlets made of her chitin, her humanoid top half attached to a massive arachne bottom. She wasn’t as big as her mother, but still stood at least two heads taller than her previous form due to the legs alone.
 
 
As she finished her transformation, the goblins had recovered from their paralysis, and like the mindless beasts that they are, attacked Varhart. The arachne shapeshifter made short work of them, and decided to consume their corpses to add to her biomass reserves, making sure to cut off their ears to claim the bounty after she rescued Lily. She then picked up the dropped staff of her companion and stored it in her necklace, before moving to pursue her prey.
 
 
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Lily felt the harpy land, the air in her fleshy prison starting to get thin. She had regained control of her body, but all her struggles did was pleasure the harpy and reduce the air even further. She cried as she gasped for breath, her legs numb from stewing in the vicious acid. The constant stinging pain not even allowing her to force herself asleep. With all her struggling and griefing, she didn’t even notice the harpy’s magics affecting her, prolonging her existence in such an unfavourable environment.
 
 
The harpy herself had decided to sleep, enjoying the big meal it just had. It snuggled up on its nest, her wings wrapped around her belly as it went to work on the meal. The cocky avian was confident it was safe, but it didn’t take into account a shapeshifting arachne that climbed its way up the cliff.
 
 
Varhart had spent a few hours, but eventually she made it up and found the bird sleeping. With her silent footwork, she got closer as rage filled her mind. She could see the struggles of her friend within as it begins to slow, and wanted the harpy to know what it is like. With a devious thought, she shifted her claws, tipping each finger with fangs laced with paralysis venom. She then grasped hard at the harpy’s neck, injecting the bird woman full of her venom. When the creature’s struggles ceased, Varhart laid the harpy down, then began pushing Lily out of the stomach, calling for her friend to hang on just a little bit longer.
 
 
Lily was on her last legs, not wanting to suffer anymore when she felt her captor suddenly struggle around her. She then heard Varhart’s voice, her eyes widening in shock before feeling a hand push at her from below. She couldn’t even cry as her almost fully digested legs got crushed by even Varhart’s gentle pressure, but she could feel the loose flesh around her giving her passage. Mentally fatigued, she just let it happen, soon having the light of the evening sun on her face as she is forced out of the harpy.
 
 
Lily was like a doll when Varhart got her free of the harpy’s body, laying her down on the soft nest as she cast a cleansing spell to clear the acid away, all while praying to the great mother river, channeling the holy powers into Lily to heal her melted body. Lily was still unresponsive when she got fully healed, but Varhart left her once the immediate threat to her life was over to deal with the source of the mage’s suffering.
 
 
Lily, with her vision retuned thanks to Varhart’s magic, weakly turned her head towards her savior as she walked off. The mage’s mind too dazed to comprehend anything other than that she was safe. She watched as the slightly smaller arachne walked over to the harpy that consumed her, her mouth unhinging line a snake’s before engulting the harpy, hearing moans of pleasure as the arachne savoured the harpy’s taste as she entered her stomach.Looking at the massive belly that resulted from consuming the harpy was the last straw for Lily, and the mage decided to close her eyes,soon falling asleep.
 
 
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Varhart gasped in pleasure as she felt the harpy fill in her oversized stomach. Lustful thoughts filling her mind as she glanced over to the sleeping Lily. She had the urge to use her friend as a living vobrator, but shook the thought out of her mind as soon as it appeared, deciding to carry the nude mage on her abdomen and out of the open. She soon made it to the nearby trees with her friend in tow, just as her venom begins to wear off and the harpy’s struggles intensify.
 
 
She gasped and moaned as she built a simple web, laying Lily atop of it and covering her carefully with silk, rubbing her belly all the while. Then she waited, and waited. Waiting for her friend to awake to tell her the truth of her form. Her mind playing out possible scenarios, from her friend attack her to the more favourable acceptance, in hopes of distracting her from more lust filled thoughts thanks to the struggling form pressing at all her pleasurable spots.
 
 
The lust soon reached a tipping point the next morning, however. Lily had already awoken, but seeing the massive form of the arachne near her, she pretended to be asleep like she always does. Varhart awoke soon after,and looked over at Lily with her head full of lust. Concern and lust mixed together to spring forth a plan of getting Lily breakfast in her seemingly comatose state.
 
 
Varhart got off the web, and shook her abdomen, feeling a good number of eggs within her womb. Her body had been producing them ever since she returned to her base form, and the harpy’s almsot constant struggles only added more eggs to the mix. She felt her belly, and the weakly struggling form within, a bit disappointed that the harpy is most likely going to last a few more hours at most, nothing compared to the suffering the avian predator does to its own meals. But Varhart soon put that thought out of her mind, approaching Lily as her ovipositor begins to slide out of her rear.
 
 
“Lily…. I’m not sure if you can hear me…. But I’m going to help you eat now…” Varhart coos into Lily’s ears, not noticing the blush forming on the mage’s face as she turns around put her rear towards her. Lily then felt something moist and hard press against her lips, and allowed it entry thinking it was a spoon. Her eyes then widened in shock as she felt the long fleshy tube go deeper into her mouth, now fully seeing the catkin arachne that has her egg tube down her throat.
 
 
“A-ahh… L-Lily…. Y-your throat feels so good~” Varhart moans as she looks into the distance, unaware her friend is looking right at her. Lily meanwhile, starts to calm down,her own body reacting when she realised that the flesh in her mouth belongs to the one she lusts for, her body reacting to the trace succubus essence within Varhart. Squirming on the web, she gently sucks on the tube as she sees the bulges of the eggs move closer towards her.
 
 
Lily moans as her mouth widens to accommodate the egg, crying in pleasure as she feels the egg drop down into her stomach. The second egg made her orgasm, and the third just dragged it on and on. Varhart was too engrossed in the feeling that she only stopped when she had ran out of eggs, looking back to find Lily greedily sucking on her ovipositor, one hand rubbing her bulging belly while the other stuck in her wet slit. It was then Varhart realised what she had done, and worriedly rushed over to check up on Lily.
 
 
As she pulled her ovipositor free from Lily’s mouth, the mage lunged forward, not wanting the organ to leave her. She then felt the arachne tightly hugged her, apologizing for what she did to her as their belly press against each other. Lily responded with a deep kiss to the surprised shapeshifter, grinning as she let out a burp. “Y-you did save me, V-varhart~... A s-savior would need a reward.” She then jokes.
 
 
“Y-you know… T-this is w-what I was fearing might happen if I had slept with you in the inn…” Varhart admits
“I w-would love that. I a-always wanted to join in to your morning lewds, b-but I admit I w-was too shy…”
“D-do you still d-do? E-even knowing I’m l-like this?” Varhart asks with worry.
“T-this is even better. You l-look so cool~” The mage replies with a chuckle, hugging Varhart and feeling a few of the eggs inside her stomach pop, while hearing rather wet crunch of the harpy in Varhart’s stomach. “W-woops…” She mutters, as she gives a silent prayer of thanks to the harpy who’s actions brought them even closer.
“I’m glad that you are safe though…. A-and still yourself after all that.” Varhart coos, completely ignoring the harpy’s life ending inside her. Lily and Varhart then cuddled a bit more as the mage’s belly rounds out, the two of them patting each other's bellies as they digest their meals.
 
 
“So…. how are you g-going to bring me home, Varhart~?” Lily coos, getting a blush from Varhart before she shakes her head. The mage grins wide upon seeing her friend’s action. “What did you think of~.”
“Shoving you in my pussy.” The arachne blurts out, before slapping her mouth shut a bit too late, getting a chuckle from Lily.
“If it was you…. I don't mind~” The mage coos. “L-looks big enough to fit me anyway~.”
“O-ok… j-just don’t g-go too deep… a-and don’t go up… I don’t want to digest you.” Varhart warns, as she gets off the web so her massive arachne pussy is facing Lily.
 
 
The mage gives the slit a tender lick, feeling a tinge go down her spine as Varhart moans. Feeling her partner already moist and lubricated, Lily slides her hand in, then her arm, noticing that her friend’s insides feels a lot more inviting and pleasant than the harpy she was unwillingly in earlier. The feeling urged her forward, and Varhar’s cries echoed through the woods as Lily stuck her head into her slit, pulling herself into the arachne’s warm embrace with great fervor. It isn’t long before Lily’s round belly plugs the slit, forcing Varhart to help and push her companion the rest of the way.
 
 
Lily coos as she enters Varhart’s womb, feeling the whole atmosphere of the fleshy chamber to be relaxing. Varhart’s excited heartbeats resonating around her lulling her to sleep soon after she got comfortable. “R-rest well, Lily~.” Varhart coos, feeling Lily get comfortable and fall asleep within her. She could go back to town now, but decided to wait for a while and enjoy the moment first, wondering how her mother would feel if she introduced Lily to her.