"WAAAAH!" Budge screamed as he was held over the Spider Queen's head. The creature had strength to match her now giganticly fat body. Budge could see belwo him the countless people that were crying out for help and in agony as they were digested into more mass for her blubbery thorax.

"Mmmm, yes. So rich, so bountiful, you will fill me up very nicely boy." the Spider Queen licked her lips, as she prepared to indulge in the banquet before her. Human adults barely could match this boys size.
Before eating however, she took a moment to pat her stretched out human belly. The girl inside was still alive and kicking, but the now the Spider Queen felt like sending her down to the hot sweltering death of the humans.

The Spider Queen had to open her mouth wider for this meal, but that was no problem. What was a problem was when a sharp blast of energy struck her right the thorax.
"AAAAAHH!" she dropped Budge who fortunately was better protected in the web wrapped around him.

"Grim!" just like before, there was the Grim Reaper, and his scythe was the cause.
"It's over Velma, there is no way in heck that I'm gonna let you destory the human race. I'd be out of the job." he told her. Spider Queen glared at him, but soon noticed that only person standing next hm was that idiot boy with the big nose.
"Ha! You really think the two of you can stop me? the Spider Queen!" the camera had to pull back for the dramatic shot so they could get every inch of her fat body on screen.
"Mmmmmmmmmmmnnnooooooooooooooooo, that's why we broughts dem." Billy pointed up. Swinging in from the skies above, and of the nearest building their webs could reach, were the secret weapons. They landed in a close up of their thoraxes, which took up most of the screen, but Billy could still be seen in the background cringing at their spider forms.

"Creepie!?" Budge's eyes popped out of his head.
The Spider Queen could not believe her eyes. Not only were her two most formidable enemies in front of her, but both of them had turned into human spider hybrids!
"I, I, I, I, I, I, I, I, I, I," Billy popped up on screen and slapped The Spider Queen in the face. "I see you two recognize who the superior beings are." her cocky attitude returned on the spot.
"Not even close." Mandy said.
"We're here to put an end to this. Either you relinquish your spell on all of these bugs, or you'll see who the real superior being is." Creepie threatened. She then saw Spider Queen pick her interrupted meal, and then respond.
"Heheheheh, I don't think so." with a simple musical melody, the Spider Queen soon had a small army standing in front her.
"Get them!" she ordered.

Creepie turned around, and fired webbing out of her....you know where. It latched onto Budge, and she pulled him forward.
"Mandy! Cover me!" Mandy nodded as her lover ran to safety with Budge in her arms. While she got him to safety, Mandy rushed forward on her eight legs. the first enemies she encountered were giant cockroaches. They rushed at her, but Mandy all had to do was leap into the air, and come landing back down on them. Despite their size, the were no much for Mandy's large thorax. Heck, she even managed to squish them her eight feet.

Billy screamed as a group of monster insects charged at him. Of course it was a bunch of giant spiders. He ran for his life, but those things kept gaining on him. Suddenly, he realized that he was running towards a house, but rather than stopping, Billy was somehow able to do a wall run and jump backwards. Then, he pulled the laces out of his shoes, and when he landed the back of one of the Spiders, they wrapped around it like a reign.
"I saised before, and I'll saysed it again, terror is fun!" Billy laughed as the spider tried to struggle, but in the process took out the others.

Soon though, the laws of physics for what ever reason caught up with him, and the laces snapped against the spider's teeth.
"AAAAH!!!" Mandy paused from bug stomping and spotted Billy about to become spider food. With out even thinking, she fired her web at a street light and swung over.
Just when it seemed like it was all over for Billy, Mandy swooped, and with one spin kick, knocked that spider's head clean off.
"Thanks Mandy." Billy breathed a huge sigh of relief.
"Climb on." she held out her hand and helped him climb onto her back. This seemed like the best way to keep her idiot out of trouble.
"Hi how Mandeh! Away!" Billy shouted as they swung off.

In another battle, Grim was doing something completely unexpected, actually putting up a fight.
"Take this!" he swung his scythe against Velma, until eventually her slashed at her guirdel, which in advertently made her boobs pop out.
"Ooooh! I should have devoured you when I had the chance!" she replied enraged.
"Go ahead and try." now that was the dumbest thing Grim could say, and as expected, Velma got that hungry look in her eyes. Grim screamed like a little girl and ran off as she chased him.

Meanwhile, Creepie had taken Budge to an alleyway.
"Creepie, what is going on here!!!?" Budge finally asked.
"I found this mystic amulet that turned me into a spider, and now I actually stand a fighting chance against the Spider Queen." she explained everything in the short version. Now there was no more time though, Creepie had to make sure Budge stayed safe, and there was only one way that was full proof.

"Budge, do you trust me?"
"What?"
"Do you trust me?!"
"Yes, I do."
With being said, Creepie opened her mouth wide, and shoved the screaming boy forward. Creepie' eyes watered as more succulent human flesh delighted her tongue. Budge had that distinct boy taste to him, but there was so much more of it to taste. Unfortunately he still had his clothes on, but Creepie had no time to enjoy herself. Her mouth strained of her friend's fat body, but she had to go as fast as she could. Budge's thick arms, his huge gut and hips, and finally those big legs all went down her throat.

" *GULP!* UUUUUUURRRRRRRRP!!" Creepie groaned as she felt the last of him slide down her throat, past her human stomach, and into the enormous one in her hefty thorax. If she kept in the first one, it would be pretty awkward to move, plus she could still hold off her digestive acids even in there.
"Hang in there Budge, you'll be fine." she patted the wriggling mass inside, once again finding amusement in the attempt at freedom.
Creepie grabbed a nearby spider web and used it as a napkin, before leaping back into action.

Grim ran as fast he could to get away the hungry beast, but was no match for her speed. Next thing he knew, he tripped over one of the dead bug carcasses Mandy left.
"Now you're power, becomes mine." the Spider Queen licked her lips. Before she could turn Grim into lunch though, a giant web actually envelloped her. Grim soon saw that it was Mandy, landing next to him with Billy on her back.

The Spider Queen tore through Mandy's web, and summoned more soldiers to fight against her.
"You're pathetic web can't stop me." Spider Queen said. However, she then saw Mandy launch her web at Grim, covering everything but the scythe in his hand. She then started swinging him around and around, slicing anything that came in her way.
"Wheee!" Billy cheered.

Unfortunately, the Spider Queen then summoned a giant Dragonfly and it swooped down and grabbed Mandy and the others.
While in the air, Grim cut them free of the bugs grip, but Mandy was then forced to swing on top of the thing to save them.

"This is ridiculous." Mandy thought as she pinched between her eyes. No matter how many bugs she took down, more and kept coming at her. This spider body wasn't enough of an edge. She needed something else, something the other bugs had, something that would strike fear into their hearts.
More mass.

With that thought, Mandy's eyes suddenly became red, and her fangs grew. Roaring inhumanly, she bit a huge chunk into the dragonfly's body. As it roared in agony, Billy and Grim were covered in it's guts.
"Disgusting!!!" Grim had enough of this.
"Yeah!" Billy agreed. However, when no one was looking, he tasted some of the gunk on him.

Soon after they flew off, Creepie swung in to take their place.
"You!" after the Spider Queen acknowledged her prescence, Creepie spotted somebody still alive in her first belly.Creepie fired her web to distract her, and punched the Spider Queen in the gut. After which, she promptly, lost her lunch.

"Chris-Alice?!" Creepie spoke concerned as she held her friend in her arms.
"Ooh, what happened?...AAH!" Chris-Alice quickly covered herself up upon realizing she was naked. She then looked up at her savior.
"Creepie?...AAAAAHH!!" she screamed even louder seeing her friend connected to a hideous spider body.
"I'll explain later!" Creepie then promptly swallowed the girl down as fast as she could.

As the Spider Queen got over her queasy stomach, she glared at her greatest enemy.
Meanwhile, Budge and Chris-Alice were safe and sound inside Creepie's 'spacious' thorax.
"I told you a huge ass was a great thing." Budge commented on how much space there was. No matter how freaked out she was, Chris-Alice crossed her arms after hearing that one.