As I jumped at the 'small' yellow back spiders, I immediately realized I had made a mistake. Sure I had claws. I was also stronger, and I had better reflexes and agility thanks to being turned into a cat girl. Those were great and all, but I was still me. I still didn't know how to fight, having won most of my fights by luck or sucker punching people, and I was leaping headfirst at several aquatic giant spiders that were almost as big as me. Adding to my growing horror, was the knowledge that my only ally was fighting an elephant sized yellow back, and could very well lose.

And sure I had the pin from combat class that protected me. But I didn't know if it would protect me from the venom, and it definitely wouldn't protect me from drowning. Another problem was it only protected me from damage, it didn't stop the pain. It could also be ripped away if I was really unlucky. Considering the last week, the only luck I seemed to have was bad luck.

It was at that moment that the sane part of my brain started screaming and wishing I had air breaks.

I hit the nearest spider right on it's big abdomen. My claws cut through the leathery carapace, and my arms followed. Unfortunately my head was not as sharp as my claws.

I was up to my armpits in spider guts when my face slammed into the fairly solid hide of the spider at high speeds. Pain lanced through my nose, and the world started to spin as my vision was full of stars. Then all hell broke loose.

The spider began jumping and bucking, trying to throw me off. With my arms stuck inside it's wet gooey insides, I wasn't going anywhere. Instead I was thrown screaming up into the air, only to come back down and belly flop on top of my unwilling steed, repeated and painfully.

Even worse, each time the spider bucked me, it would bob under the water first. So every time I came down and got the wind knocked out of me I was trying to breathe through a big spray of water. I'd never been drowned before, but I was starting get an idea of how it felt.

As I was tossed up again, I saw several other yellow backs coming my way. I had to do something quick or I was going to get swarmed.

The next time I was tossed up into the air, I put my newfound flexibility to use, bringing my knees up to the my bruised and abused stomach. Instead of slamming painfully into the spiders butt, my legs took the brunt of the impact. I dug my claws into the hide, which finally let me pull my arms free in a disgusting shower of blue spider blood.

The spider bucked even harder, and I used that to help me jump clear. I spun in midair, getting my feet under me, and landed hip deep in a mud bank, covered in water, spider guts and blood. Where I'd been a second before, the water roiled and foamed. The uninjured yellow backs were dog piling the one I'd hurt.

It looked like my plan had worked. They weren't going after Rocky, so now he had a chance. And he'd have an even better chance of surviving if I helped him. Spinning around I ran to give him a hand.

At least I tried to spin around and run to give him a hand.

It was a little difficult to move with my legs encased in mud, while ooze crept up into places where I REALLY didn't want it. Trying to move my feet made a nasty sucking sound. Wiggling and clawing at the muck, I managed to rise up a few inches. Gaining that little bit of freedom was exhausting, and at the rate I was going it would take an hour or two to get completely free.

I heard a nasty croaking sound behind me.

Twisting around I saw something that would have made me turn white with fear, if I wasn't covered in black fur. Instead I had to settle for my tail and fur standing on end as I watched a pygmy zilla frog hopping towards me, it's mouth open in anticipation of a meal.

Most frogs wouldn't bother me. Sure some were poisonous, but as long as you didn't touch them or eat them, they'd leave you alone. Zilla frogs were different. The adult pygmy zilla frog, while being the smallest of the family, still weighed around three-hundred pounds, and commonly ate human size prey.

Instead of trying to pull myself out of the mud, I bent down trying to bury myself in it. Which gave me a perfect view of a yellow back spider that decided to avoid the fight and come after me.

With a giant frog behind me and a giant spider in front of me, I looked around for help, half expecting to see a gryphon fly out of the sky to eat me as well. Rocky was busy fighting his spider, at least he was on top of it and punching down, so he might get out of this alive.

Reaching into my bag I pulled out one of my smoke bombs. For good measures, I also prayed to Ms. Parch. Sure she was the goddess of written history, which had absolutely no bearing on the current situation, but I was one of her students, that had to count for something.

A giant, wet sticky tongue slapped my back. I could feel the disgusting, slimy thing wrap around me, trying to get a good hold. And then it pulled me towards the gaping maw.

Unfortunately the mud was still covering my legs almost up to my crotch. I was yanked backwards, in a way that would have broken my back if I had still been human. I screeched as I was half pulled out of the mud, feeling as if my legs and pelvis were being torn off. Then my dress, and my combat class pin, went flying off into the frogs gullet.

“SERIOUSLY!” I screamed. “Can't I keep my dignity for two minutes?! I'm running out of clothes! People who have been girls their whole lives have had less clothing malfunctions than me!”

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As I was venting a little, the yellow back spider charged me. Raising my fists, wondering what I was supposed to do with the smoke bomb now, I got ready to defend myself.

And then the frog grabbed me with it's tongue one more time.

This was an even less pleasant experience then before, because I just had my soaking wet bra and panties to protect me. And since I was only knee deep in the mud, the large tongue was able to get a better grip on me.

“HEY! Watch where you're grabbiiiiinnnnnngggggggggg!” I shouted as the zilla frog's tongue got me out of the mud and reeled me towards it's mouth at high speed.

Flinging the smoke bomb with far greater accuracy than I thought I was capable of, the little vial landed right in the frog's gigantic mouth. Smoke erupted, choking the frog and hiding it from sight as I was dragged towards a painful death.

I realized should have noticed the minor problem of being blinded along with the frog a little sooner. Spreading out my arms and legs, I prayed I'd be able to catch a hold of something before I was swallowed.

My legs hit the frogs hard lower lips and felt like they'd shattered. My right claws caught the frogs lip and grabbed on for dear life even as I screamed at a potentially dislocated shoulder. My left hand went inside the frogs maw, flailing around I drove my claws into the top of the mouth, hoping it would make the monster spit me out.

Unable to see anything in the smoke, I fought against the tongue that still held me, The frog was heaving and flailing at me with it's front legs, confused and annoyed by the smoke. And then the yellow back spider plowed into my stomach, drawn by the smell of food and blood.

What had been a desperate fight to stay out of the frog's mouth ended rather abruptly. Now most of my body was in the frogs mouth, on top of a confused and enraged yellow back spider that was as big as I was. And the only thing keeping me from going down a zilla's throat or ending up under the giant spider were the claws on my right hand which were currently being ripped out by the roots.

The frog tried to jump, but couldn't with it's mouth crammed to bursting. It tried to bite, slamming my arm and skull into the spider's leathery hide. It hurt, but not enough to make me let go. I could kind of tell that the zilla was slapping and clawing at the spider, but it couldn't really hit me, and the spider was more concerned about being in the monster mouth.

For its part, the spider was trying to escape, while being bitten and kicked by the frog and I. From the way it bucked, it felt like it was injecting its venom straight into the zilla's tongue and throat. If it could paralyze the frog, it would probably turn on me next.

And then things got worse.

As I breathed in the smoke, I realized it smelled really, really good. Kind of like the catnip the canteen cat women had given me at breakfast to go with the rat. I couldn't figure out where the smell was coming from, but it was very strong, and I started to feel weird. My stomach grew hot, and my entire body became itchy. My screams of terror became higher pitched, and more of a yowl. As my breasts rubbed and bumped against the spiders leathery hide, it felt tingly and kind of pleasant.

Even as my mind went cloudy, I remembered something I'd heard a long time ago while helping a friend get some things for his new cat. Catnip came from the plant family called nepeta, most of the plants from the family affected cats. Nepeta was the main ingredient of the smoke bomb, I was breathing in half a cup of the stuff.

I was going to die as high as a kite, while feeling like a female cat in heat, I had to start laughing. That was so appropriate for me. Practically naked, horny, and not human. I should have realized that was how it was all going to end.

Through the daze, I smelled something else. It was musky and masculine. My stomach fluttered at the scent.

The zilla frog's mouth opened a little as the spider venom finally kicked in. The intoxicating smell grabbed my brain and took control. With room to move, I shoved my clawed feet deep into the yellow back's head and pushed. Reaching out with my left hand, the claws dug into the spiders butt and I pulled with all my might.

When the frog tried to bite down on me, my right hand let go of it's upper lip. Reaching up I clawed at it's face, leaving a long nasty cut on the slimy skin. It opened up a little more, and I shot out from between the two monsters, escaping the smoke cloud.

Rocky was still fighting the giant yellow back. I'd never seen a more inviting sight. Yowling a sexy war cry, I raced towards him, jumping into a nearby tree, and leaping to another one, avoiding the mud and water below. As soon as I was close enough I jumped to Rocky, landing on his back.

Purring and meowing, I rubbed my face and body against his skin. He smelled so good. Why wasn't he noticing me? I wanted him to notice me. I NEEDED him to notice me.

A giant spider leg nearly knocked me off of my precious.

An enormous growl ripped its way out of my throat. The nasty spider was keeping my precious from noticing and doing naughty things to me. Screeching a war cry I scrambled onto Rocky's shoulder and jumped straight at the battered face of the monster.

“MY PRECIOUS!” I shouted, as I landed on top of a pair of fangs that were as big as I was. Screaming at the giant eyes of the spider, I went completely and totally berserk. The monster reared back in surprise as the tiny ball of fur, teeth and claws, bit, slashed, punched and kicked it in the face.

Rocky was just as surprised as the spider and didn't seem to know what to do for a few seconds, then he came limping to my rescue and started tearing off the legs of the beast. Together we finally killed it.

As it toppled into the water, I went with it, not realizing it was dead. Rocky had to reach down and pull me, soaking wet, spitting hissing and scratching from the body. And then I realized my precious was holding me.

I jumped from his hand, landing on his chest. Purring, I began rubbing myself against him, wanting his scent all over me, needing him to want me just as much as I wanted him.

Then I realized what exactly I was doing. The water had washed the scent from my fur and sinuses, and the last of the catnip was working its way out of my system.

Looking up at the very confused half-giant, I realized I was still rubbing myself against him. I stopped and let go dropping down on top of the corpse.

“Uh Rocky, can I ask you a favour?” I asked.

“Yeah.”

“Never tell anyone what I just did, and never mention it to me. Please and thank you.”

He scratched his head, wincing as he discovered several cuts and bruises. “OK.”

“Thank you. Let's get the venom and go home,” I said.

“OK. Where's the bottle?”

I went to grab it, and realized I'd lost it with my clothes. Fortunately the zilla frog was in sight, being eaten by a very beat up yellow back. Slapping my forehead, I realized we'd need to do some dissecting.

***

Wrapped in a house coat, I stepped into my room, my fur still dripping wet, covered in slime and blood. Ella gasped at the sight of me.

“What happened to you?” she asked.

“Nothing. Nothing happened. You will not ask any more questions about today, and I will not talk about today. Today did not happen. And I HATE BEING A CAT GIRL!” I shouted, slamming the door to the bathroom.