Upgrades

PLEASE NOTE: This takes place in Transformers Animated, not Beast Wars.

It was almost midnight, and she had been waiting a long time. Every single night she had to do this, despite how much it disgusted her. She had to set her trap, wait, and stew over her torturous existence.

There was a rustling in the bushes. Her eyes darted to the sound, but her body did not move. Out of the foliage hopped a small animal. A... rabbit? Yes that sounds right. She didn't really care about Earth's fauna, but you pick these things up after a while. As it hopped closed to her trap, her heart raced. She became ill at the very thought of having a heart, then annoyed that she was capable of becoming ill.

A few more inches...

SNAP

Moving faster than any Earth species she had snared the rabbit and pounced on it, injecting her venom into its body. This was the only part of hunting she enjoyed; she liked to cause pain to organics. Their very existence was a perversion to her.

Once the rabbit stopped moving, Blackarachnia transformed into her robot mode, ripped the rabbit in half and began to eat its interior. She hated having organs, and she hated having to eat. It was such a hassle! As blood trickled down her mouth she thought back to when all she needed was a few energon cubes and she'd be set. Now she had to hunt every night and bring more disgusting organic material into her life. She wished she could just destroy it all. Organic life was messy, wasteful and... disgusting! There was no better word for it.

The spider woman swallowed the last few chunks of rabbit, licked her lips and sighed. Suddenly she heard a noise coming from a nearby alley. Her head jerked in the direction of the disturbance. Sounded like a couple of cats, she thought. Blackarachnia hated cats-- they were too hard to hunt, being predators themselves, but they were extremely... curious and often got in the way. By the sound of the hissing and meowing, it sounded like two cats were fighting... maybe that would give her enough of an advantage to strike? Catch them off guard, and all. She was still a little hungry, but even if she wasn't, she was in a bad mood and she wanted to make some cats suffer. Sinking into the shadows, she crept to the nearby alley.

It certainly did not look like any fighting she had ever seen. One cat was on top of the other, and the one being pinned didn't seem to be putting up much of a fight, despite sounding like it was in a lot of pain. The spider-bot raised an eyebrow in intrigue-- what were these things doing? All thought of hunting left her mind as she stared at the primal act. Something inside her desperately wanted to know more... even stranger, she almost felt... jealous of the cat on the bottom? Her rational mind didn't understand why she felt that way, but she did. She wanted to be pinned... to be dominated... she wanted to... mate!

A flash of pleasure shot through her alien bloodstream as she slammed her back against the brick wall and kicked the trashcan she was hiding near. The cats darted off in fear and faintly she wished they would stay so she could watch... what was wrong with her? The only sense of pleasure she had felt before was after hunting an organic, but this feeling was a hundred times more powerful. She began breathing heavily as her heart rate increased and her body felt warmer. Panting heavily, she felt the warmth concentrate on her chest and crotch. She lifted one hand, steadying herself with the other, and opened her chest compartment. Usually this would be where repairs and maintenance would be done, but since her mutation all it contacted was a fleshy surface. After prying open the door, she gasped at what she saw. The fleshy surface had developed two small nubs of flesh, which burned with pleasure.

She had seen humans with these before-- mostly males, but likely females as well (certain sexes seemed obsessed with covering certain parts of their anatomy, so she wasn't sure). Somewhere in the back of her head she was cursing these new mutations, but they felt so good! Instinctually she grabbed one of the nubs and began to twist and pull. The resulting jolt of pleasure caused her to scream at the top of her lungs. Half the city probably heard her, but she didn't care.

She gasped as the heat in her crotch intensified. She had to get in here! Her pelvic panel was bolted on as there was little maintenance that ever had to be done down there, but in one strike her clawed hands decimated the metallic covering. Between her legs she saw a wet, dripping opening. This was on a new level of grossness, but it begged to be touched. Sliding her back against the wall for support, her left hand went to town on her new snatch, while her right hand alternated with each nipple.

Blackarachnia bucked her hips as another wave of pleasure hit her. She was reduced to grunts as she feverishly played with her new organs. The hole in between her legs was practically gushing fluids and her chest was becoming incredibly sore. For some reason she felt the unrelenting urge to fill her new hole with something. Something BIG. Gasping, she looked around her for something to fill her aching gash, but to no avail. Groaning, she inserted her entire hand and began pumping it in and out. The feeling was so alien to her, and yet felt so right.

A couple orgasms later, her chest began to feel weird again. With each pull of her nipple, it seemed like more flesh was filling in the back of it... was she growing... breasts!? She definitely knew humans had THOSE, and she could hardly believe she was getting a pair of her own. Faintly in the back of her mind she wanted to stop playing with her chest-- her tugging and twisting was deforming her more and more! But for some reason her carnal urges told her she needed more and more flesh to fill out her new organs. She wanted huge breasts! She wanted heavy sacks of fat to play with and squish and tease! Oh god, what was happening to her!?

She was at a healthy DD cup when another orgasm hit her. Her slit squirted out a stream of hot girl cum, drenching the ground in front of her. Her left hand continued to squeeze and pull at her tits while her right hand returned to her new favorite organ...

After the 25th orgasm, she lost count...

~~

The next morning, Blackarachnia awoke in a puddle of disgusting-smelling fluids. Groggily, she looked around her, noticed her destroyed pelvic plate laying next her, and tried to close her chest plate. It met resistance almost immediately by two enormous mounds of flesh.

"Oh, no..." she whined. Sighing exasperatingly, she tore off the chest panel at the hinge and threw it against the wall. She stretched her arms and tried to stand up, but almost fell over as her balance was thrown off by her new attachments. Grabbing the wall next to her, she groaned and vainly tried to press her tits back into her body. A bit of pleasure shot through her body and down her spine and she moaned.

"Well... this isn't so bad, I guess," she said to herself, grinning. "But if I'm going to have another one of those sessions I NEED to find something to fill this hole..."

With that, she drunkenly walked off to find a place to sleep. She was a creature of the night, and needed her rest. Plus she was sore as hell...