Arachne beheld the songstress' orgasm with great satisfaction and lust, her convulsing sex squirting out gushes of her precious juices which the spider tried to lick off her fingers after rubbing them in the growing pool of the liquid. Now her body slowly stopped trembling but squirmed instead and lost in ecstasy she moaned to Ara's own pussy and licked it. But by then the monster could contain herself no longer and withdrew her hungry sex from the student's mouth, moving to the edge of the table until she stood by it.

"It's time for you to please me in another way, songstress," she said as she pulled her sticky binding away from Lily's limbs. She took hold of her legs, however, and pulled her closer to the edge of the table until her toned, round ass and firm thighs were exposed to her. It was then that the very clit Lily was licking before grew and expanded in size until it could be seen clearly that it had become a large, throbbing penis. Without delay she posed it against her drenching entrance and with a sly smile she thrust inside, filling Lily's aching vagina.

Lily sighed with relief as the weight was lifted from her and her bindings removed. When Arachne spoke, Lily seemed to know exactly what she meant and blushed hotly, still wet and eager for more. She watched in awe as Arachne's pussy grew into a hard, throbbing cock. She felt herself dragged towards the edge of the table and llifted up a bit, exposing her lower holes. She screamed in bliss as her pussy was slowly penetrated by the spider woman's cock.

"Ahhh!" In unison with the young student the alien female cried out with a short but intense moan as her penis, hard and throbbing, was coated in the vast juices of Lily and was roughly hugged by her tight soft walls. Yes, the pussies of these human young girls were a great paradise and Lily did not fall short of it, but on the contrary, it was complete bliss. Ara's own legs buckled a little and her eyelids fluttered as the sudden surge of pleasure invaded her member. She groaned once more and looked with hungry eyes at the blushing girl and smiled at her. How cute, she thought, how delicious.

In an instant her hands tightened their grip around her legs and her hips started thrusting without relent at her sex, fucking the poor hole and making all kinds of lewd wet noises and making it all drip and splash around their bodies and on the floor. "Your cunt feels as good as the honey of your voice, Lily! I'll fuck you forever," she said between heavy pants as her heavy pale breasts bounced seductively with every time she penetrated her.

Lily moaned in lustful bliss. "Oh, Mistress!" She cried out. She arched her back a little to raise her hips, giving Arachne a better angle to fuck her lusty pussy.