'Oww my head... what happened... the last thing I remember was helping Kimihito bring back the groceries before meeting the team at an address... then something caught me in some kind of net and I blacked out' Ben thought.

Opening his eyes he saw that he was in an abandoned warehouse, and more oddly, he was upside down by shiny threads. "Oh not again" he groaned before hearing a voice "oh you're awake" looking up, or rather down, Ben noticed something lowering down to him, once it reached the ground he saw it was a Demi human. Definitely female, she was really big, had lavender colored hair, six piercing, pupil less red eyes, and the lower half of a spider, "you struggled quite a bit in my web when you were that odd fly like extra species before hitting your head. Then transformed back into a human boy" she said walking up to him.

"Though I hate humans, and believe me I really do" she then gently cradled the back of Ben's head "but I won't say that human children are bad. Pleasure to meet you, I'm Rachnera Arachnera" she introduced. Ben only stared at her rather intimidating appearance, or what should've been intimidating if it hadn't been for the fact she looked really cool. And also how cute her name sounded 'her first and last name sound the same... thats cute' he thought.

"Uh hi, my name's Ben Tennyson. It's nice to meet you also... Uh if you would, can you please let me down?... the blood's starting to rush to my head" Ben asked. "Foreign name, American I presume?" She asked snipping the thread suspending the shapeshifter in the air, and gently lowering him down, "yeah, let's just say I may be here in Japan for a long while" he said trying to get the arm his Omnitrix was on free.

"You're oddly calm for a kid who's been kidnapped, I take it this has happened before?" Rachnera asked amused by his attempts to escape, "if I had a penny for every time that had happened or almost happened... I'd be able to help my host pay for our food expenses. And trust me it's a lot" Ben replied in a joking... but also serious manner. "Such a Brave little boy" the spider woman then puffed her chest out, nearly revealing the fleshy mounds her top was covering. "I wonder how long you're act will last" she said, seeing the nearly exposed nips Ben blushed hard before trying to get his arm free more, "oh what's this, giving up already I see?" She said before noticing a light from the window.

She then grabbed the boy and climbed to the rafters above, once they were out of sight a police officer walked in creeped out by the darkness. "Shh, keep quiet" she said, unaware that she was pushing Ben into her chest and his li bido was now in effect, "mmm!" He garbled with his face covered, "hey don't moan like that you're gonna give us... oh! My for a boy you're fully grown in some areas" she said feeling something poking her.

"Crud, sorry about that!" He whispered, she then moved to avoid getting spotted by the light "you're fault for being attractive" Ben said smirking. Which made her amused, she then dodged the light again. This time accidentally getting her nip in his mouth by accident "oh!" She gasped getting excited from the sensation, then had spun him around altering his binds. Now he had a line connecting his mouth to his legs, "Listen closely." She whispered "You're hanging by the threads in your mouth, a fall from this height would be bad so don't move too much, yeah?"

Ben nodded understanding, "fu fu fu, maybe I should punish you, since you had gone after my chest like that" she said pulling her top up. Then began to press it against Ben's back "normally I wouldn't do this to cute little boys like you, but for one so naughty I'll make an exception" she said nibbling on his ear. Making Ben groan more, thankfully for himself he managed to hold it in.

She then unzipped his fly and let his shaft out... which she blushed seeing the size "my goodness, no wonder that jerk ran away from you. Strength is definitely measured by this length" she whispered admiring it. 'Jerk? Does she mean that slimy director guy?' He thought, then grunt as he felt her chitin covered clawed hands grope his rod and jewels. She then began to toss them around and stroke it, making Ben moan a bit. Thankfully the patrolman has left already so Ben was free to let out whatever sound he made.

However due to how good she was with her hands the alien kid had shot out his load and bit harder. Which snapped his bindings, "Uh oh... AH?!" Was what he said when he fell to the ground, "Omnitrix fail safe protocol activated" in a flash Ben was now a new alien. This one being a pile of living slime that ha splattered into the ground, then reformed with a small ufo above him, "that was close. My life flashed before my eyes... lot of s Ex near the end of it though" he said before returning to his normal form.

"Wow you came so hard you bit through my threads, that's pretty impressive" Rachnera said touching the ground again. "Perhaps I got a bit carried away, my bad."

"Say Rachnera?" Ben spoke walking up to her, "hm?" "Why are you running anyway? Did something go wrong with your host family?" He asked. She then looked to him from the corner of her eyes, "we didn't get along... they wanted someone a bit softer, and I don't mean a bigger chest. They all had fake smiles, pretended to not be scared of me... but when that suspicious man came and offered to take me off their hands they did so without any hesitation" she explained.

At which Ben winced "ouch... gee that sucks" he said, then dodged her leg which had stomped right next to him, "I told you why because you asked, not out of pity. I'm sick of humans, always lying and scheming to take advantage. Bet you always used that fancy power of yours for that a lot" she said referring to Ben's Omnitrix. "Least you never got told to change who you are entirely, ever since I got my powers my grandpa and cousin have been on my case. Even after I tried to make an effort to be more responsible they still do it, always saying "Ben focus on the mission!" "Knock it off doofus" "Ben you better not be thinking of using the watch to get that game" "stop being so stubborn and use 'this alien'" "stay on the sidelines and let a real "Hero" show you how it's done!" I always hated it!" Ben ranted, surprising Rachnera at how much suppressed anger he had.

"You May have been looked at as scary, but I bet no one's ever said to you that, unless you change, the person you are now is worthless" Ben said sitting down next to her leg. Face in his knees, Rachnera felt a small amount of warmth inside her listening to him, "worthless huh? Well" she then turned towards Ben and hugged him, "I don't think you're worthless, for a human" she said, seemingly making him feel better. "T-thanks... still I don't think you're scary" he said, "forget it, you're human nature is showing. You lied" Rachnera said jokingly as she let go "hey what? No I'm serious" Ben said standing up and sat on a crate next to her.

"You're talking to a kid from another universe who fights all sorts of weirdos and bad guys. I've had to live through three summers of mutant animals made from a mad scientist, freaky alien bounty hunters, crazy spell casters, alien monsters, monsters in general, alien war lords, and terribly disgusting cooking. Compared to all of that, you're not even on that list of things that I find scary or revolting" he explained said, "oh really?" She said a bit unconvinced. "Still don't believe it? Well I'm not lying, I actually find you very attractive. Like crazy hot" Ben said honestly, "you're probably referring to my top half, these chest and face. The rest of me probably doesn't get a second glance" she said sadly looking at her spider body.

"Oh trust me, it's not just your human half that attracts me, like I said I've been fighting all sorts of horrifying monsters, mutants and aliens. You're not like them, your exoskeleton is amazing, smooth, shiny, not a single trace of a mutant pustule or growth" he said rubbing her abdomen. "I can't even go one without mentioning your butt, you think it doesn't look good? You're crazy, it's great, plus more booty means more to love" he said before looking into her eyes "plus all six of your eyes, they're like deep rubies... they kinda pierce into my soul seeing every desire I have... kinda gets me excited" he saidc then began crawling underneath her. "Plus, you've got great legs, legs for days" he said smirking. Then returned to sitting on the crate.

All these made her blush, and more embarrassing for her, she saw no trace of lies in his voice, Ben had been completely honest with every word he said. "Oh my, my spider parts turn you on? My you're quite the perve, That's kinda creepy... but it also kinda turns me on" she said giggling. "There's also something else to" be said leaning to her "that mouth of yours, I wonder how it feels having all those sharp fangs running across my tongue? Makes me kind of daring to find out" he said as they felt each other's breath.

"Well... why don't you find out?"

The two then began kissing, with Ben moaning in pleasure, 'holy cow I was right, those fangs feel amazing' the kid thought rubbing his tongue around her teeth. Then began wrestle tongues with Rachnera, with the Arachne pulling him into her hug more and more. Moaning as he felt up her eight legs, '(gasp) oh he's getting the sweet spot beneath my legs! How did he know?!' She said, then began using those two limbs at the front of her spider body, pedipalps I think they were called. To poke ben's butt, feeling satisfied to get a moan out of him, the shapeshifter then retaliated by grabbing her chest, then slowly and gently squeezed it in satisfaction.

"Want to keep up this delicious appetizer, or want to go for the main course?" He asked her, licking the spider's neck. She mewed in pleasure before nibbling on his ear again, "oh I'd rather head straight for the main course. Hope you don't mind, but I may try out some bondage" she warned making some her webs visible. He smirked before letting his unzipped pants fall off "won't know if I like or it hate something until I try it", feeling a bit excited about this the Arachne kissed Ben again.

(Lemon start)

Once he kissed back Ben suddenly felt a tightness around his body, then was pulled into Rachnera seeing several webs tied to him. "If you didn't know, bondage is a kink some people have, involves to be completely immobilized with either rope or special gear. This can refer to both the person being tied, or the person doing the binding" explained gently gnawing on his shoulder. "Ahhh... ahhhhhhh... it... it..." Ben moaned as he felt more silk around him.

"Oh are you feeling scared now?" Rachnera said, wondering if he'll let her tie him up more "it feels awesome... I want to get out... but the way you tied me... the more I struggle the better it feels..." he said surprising her. Then was taken aback when he kissed her again while pulling his shirt up "hey Rachnera, I've got an idea" he said grinning with a sly look. "Why don't we tie ourselves together?" He asked, she smiled again while blushing, "but first" the shapeshifter then broke out before hugging the Arachne again.

This time rubbing his hard shaft against her mid section, as well as his small chest against her's, "it's not fair that I'm the only one clothed" he said. The spider woman obliged and pulled off her top and loincloth exposing the rest of her body to him. If more hadn't been exposed already, she then tied their arms and bodies together as they kissed, with both of them suspended in the air by silk, with some softer silk wrapped around his rod gently squeezing it, and Ben using one hand to finger Rachnera.

"Ahhh... who knew being the one who was binded felt like this... ohh! Ben that's sensitive" she gasped, feeling himself stick another finger in. "You're fault for positioning my arm her" Ben replied smugly before he felt his c ck get squeezed "fufufu, not so smug now are we?"

She then freed his rod from the webs and took his hand away, "now that this delicious appetizer is done, let's go to the main course" Ben smiles before positioning his little friend. Then began to poke and tease her entrance causing her to gasp and moan, unbeknownst to either of them, the spider had unintentionally got Ben and her nips stuck to each other with her silk, not really paying attention to where she was putting her webbing. When she tried to pull back from the sensation, the silk between their chests pulled back and caused sharp pleasurable sensations to spark through them.

"Yeow! It hurts" he groaned, the two then shot back towards each other, making some of Rachera's webs snip and caused them to fall a bit, getting caught by some other webs. But had also shoved Rachnera down on Ben, making him go deeper.

The two moaned loudly as they covered their mouths, "oh boy... look at ittsy bitsy me... I got my v c ard taken by a human... and a young human no less..." she muttered trying to get used to the feeling. "You make it sound... like it's a bad thing" the shapeshifter added, then he began to thrust inside making the Arachne gasp.

He smiled at her face before going a little harder, bouncing the much larger Arachne on his hips, shocking her with the leg and abdominal strength he possessed. "Ah! Hey I'm supposed to be ple-Ahhh!" Rachnera protested as Ben wrapped more silk around then, and some binding her arms behind his back as she was hugging him. "You were, but I kinda want to be the one making you feel good" he said touching the sweet spots under her legs again "n-not fai-Ahh! Oh god don't stop!" She said as he went harder.

"Oh god, Rachnera-" "please, call me Rachnee" she told him drooling, "Rachnee, I'm close, I'm very close!" Ben grunted before kissing her cheek. "Do it! Show me how much of a man you are, my little friend" she said. He then came hard, at the same time the threads around them got tighter and pulled more. Making the Arachne come as well, from her own bondage.

(Lemon over)

Later on Smith and a lot of police officers came to the warehouse, demanding that Rachnera comes out. Thankfully for her Ben had intervened saying he was okay, in his MON uniform he for some reason had on him. After a bit of explaining and some vouching and convincing on the Shapeshifting kid's part, Rachnera was now a member of the Kurusu household. She had actually enjoyed the idea, now having more people to practice her bondage techniques on, with Ben promising to practice some "techniques" on her as well.

Though Ben did owe a hefty favor to Smith, being that she was excited for the next time MON came over.