Author's note: Like my last two stories, the one takes place in the season three continuity. Cheetor is in his first Transmetal mode and Blackarachnia is in her original body.

Cheetor turned his attention to the movie. Rattrap said it was one of the best he had, and Cheetor couldn't agree more. Right now it was showing one female going down on another. Both had big breasts, maybe even bigger than Blackarachnia. The image of Blackarachnia in these kind of movies suddenly popped into Cheetor's head, and that thought - along with the movie its self - made him squirm a bit as his unit pressed up even more against cod piece. He squirmed a little more to try to relieve the pressure, but he knew there was only one real way to do that.

"Computer, lock door," he ordered. He waited for the acknowledging beep, then began to undo the latches to his cod piece. Before he could, however, there was a knock at the door. "Shit!" he shouted.

In a frenzy, Cheetor turned off the movie, refastened the latches to his cod piece, and unlocked the door almost all at once. Before the door opened, he tried to sit in an at least semi-comfortable position. He just prayed he didn't have to stand up. The door slid open to reveal Blackarachnia standing there. Oh great! Why'd it have to be her?! Cheetor thought. Blackarachnia stepped into Cheetor's quarters and walked over to the chair he was sitting in. She let her optics run up and down body and gave him a satisfactory smile. "So…um…w-what do you want?" Cheetor asked nervously.

"Oh, nothing much. Just to talk," Blackarachnia answered coyly. "So what's wrong?"

"N-nothing. Why?"

"Well you seem to be nervous for some reason and I remember hearing some obscenity before I came in. And some else. Something more suggestive."

"Like…what?"

"Like one of Rattrap's movies."

"Well…I…uh…"

Blackarachina smirked. "I knew it. And I'm willing to bet that you have a problem I can definitely help you with."

With that, Blackarachnia sank to her knees. She brought her pinchers up to his cod piece, found the latches and instantly undid them. Cheetor sighed in relief as she pulled off the constricting piece armor. He gazed down at her and noticed she had an impressed look on her face.

"Like it?" Cheetor asked with a slight smile.

"I love it," Blackarachnia commented, then took his unit into her mouth.

Cheetor gasped, then began to moan as Blackarachnia started to suck him. He couldn't believe this was finally happening. And he couldn't believe how good it felt. Primus, this is heaven! he thought. He closed his optics and rested his head back on the chair, reveling in the sensations. He was amazed at how talented she was at this. Though he probably shouldn't be, she's probably done it before to Silverbolt. Cheetor pushed the thought of that annoying Fuzor out of his mind and focused on the here and now. He opened his optics, bent his head and watched as Blackarachnia's head moved back and fourth along his length. This caused his body to inadvertently thrust into her mouth. He looked again and was able to control himself a little more, but knew he wasn't going to be able to hold out much longer. In fact, he could feel a tightness build up at the base of his rod.

No! Not yet! his mind screamed. I…just gotta…hold out a little longer.

I…gotta…I gotta…I'm gonna…

"Primus I'm gonna cum!" he shouted, then did just that.

Cheetor shouted as he shot his load into Blackarachnia's mouth. Blackarachnia swallowed every bit of it and waited to make sure he was finished before she took his unit out of her mouth and stood up. She looked at him and smiled.

"Enjoy yourself?" she asked, still smiling.

Cheetor only nodded.

"Good. Then I'll see you around."

With that, Blackarachnia simply turned and left. Cheetor sat there in a daze for a minute, but quickly snapped out of it as Blackarachnia left.

"W-wait. I-I thought…" Cheetor stuttered.

But it was too late. Blackarachnia had already left before he could even think of that statement.

"That was…strange," Cheetor said to himself. "Enjoyable but strange."

In the days following that encounter, Cheetor noticed Blackarachnia had been acting a little strangely. She gave him seductive looks and whenever she would talk to him, there was always a suggestive undertone. Cheetor wasn't really sure why this was happen all of a sudden, but the prospect could come of this made it all worth while. Today had been a little different though. Cheetor hadn't seen Blackarachnia all day. He was actually a little disappointed, but figured he could see her tomorrow. With that though in his mind, Cheetor walked into his quarters to sit back and relax. When he stepped into his quarters, he noticed there was a message for him on his computer. He opened it, he saw that it was from Blackarachnia. There was a small icon on the bottom of it and a message that read:

Cheetor looked at the message with a slightly confused look. He shrugged it off and clicked the icon. The picture it brought up nearly made Cheetor's optics fall out. It was a picture of Blackarachnia laying back on her bed, completely nude. She was even holding her interface port open with her claws. Cheetor groaned as he felt his own interface spring to live at the site. He shook his head to try and to clear his thoughts. OK, I've to go talk to her about this. Maybe even more, he thought. Right after I save this picture!

Cheetor was standing outside Blackarachnia's door. He tried to think of something to say while walking down the hall, but all he think of was that picture. Which really didn't help him much there, but once inside Blackarachnia's quarters it might actually come in handy. Cheetor shook his head again. He had try and stay focused. He gathered up his thoughts and knocked on the door.

"Uh, Blackarachnia?" he asked. He waited a second for an answer, but got none.

"Blackarachnia?" he asked again, knocking a few more times. After a few more seconds of silence, Cheetor to take matters in his own hands and pressed the button to open the door from the outside. Surprisingly, it was unlocked. Cheetor walked in and looked around, but still couldn't find Blackarachnia. He was about to leave when he heard something that sounded like running water. He looked for the source and realized it was coming from her bathing chamber. Probably taking a shower, Cheetor thought. He was about to leave, but another idea came to mind. He walked over the bathing chamber door and stood there for a second, making sure Blackarachnia wouldn't hear him. He pressed the button to open the door, and fortunately, his luck was still with him. The door slid open and he snuck in, still making sure Blackarachnia didn't hear him. He looked and saw her figure behind the glass door of the shower unit. He twitched as he felt himself harden up again. He took off his cod piece and began to walk toward the shower. Before he could get to it though, the door suddenly opened and Blackarachnia stood there, smirking.

"Thought I saw someone out there," she said, still smirking.

"Well…I…uh…thought that…uh…" Cheetor stammered.

"Oh, I know what you were thinking."

"Uh…y-yeah."

"So, are you going to just stand there all day or put that thing to some good use."

Cheetor smiled, then stepped into the shower. He wrapped his arms around Blackarachnia's waist and drew her in for a long, passionate kiss. He turned them both around to that his back was facing the shower nozzle and so that solvent ran down his back. He then pressed Blackarachnia up against the wall and positioned himself between her legs. He wasted no time in burying his rod into her core and began to trust in and out of her. Blackarachnia moaned and wrapped her legs around Cheetor's waist and grabbed his shoulders for more support.

"Harder!" she demanded.

Cheetor complied with a grin and began to thrust even harder and faster into her. He looked at her and noticed the look of complete ecstasy on her face. It was obvious that he was pretty good at this. A fact he liked, considering this was his first time. At least with someone else. He grunted as he continued to thrust in and out of her. He wanted this to last forever, but unfortunately, he knew it couldn't. In fact, it wasn't going to last much longer for him. He looked at Blackarachnia and guess by the look on her face that she was going to cum soon too.

"Oh yes! Don't stop!" Blackarachnia shouted. "Don't stop! Oh Primus I'm gonna cum! I-I'm c-c-cumming!"

Blackarachnia's body shook violently as she came. Cheetor felt her juices gush out around his rod and this set him off. He roared and thrust even harder as he came. Their cries mingled and seemed to go on forever.

Cheetor woke with a slight start for some reason. He sat up, looked around, and noticed he was in his bed in his own quarters.

"Slag, another dream!" he said to himself. "Just once, why can't it be the real thing?" He sighed. "Oh well."

He laid back down and tried to get back to sleep, but couldn't because of the slightly painful erection he had. He rolled over on his side and tried to ignore it, but he knew he couldn't. He got up, grabbed his picture of Blackarachnia, and headed to his bathing chamber for a little private time, "If you know what I mean and I think you do".

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