While on a quest Erza, Lucy, and Wendy were all hypnotized and turned into half animal/human hybrids in order to defeat Natsu and Gray.

Erza would be turned into an Arachnid in order to stop the two boys in her group

Erza: I am Erza The Spider Queen! None shall pass, nor has anyone defeated me in combat! She declares as her now toppling size towered over the two boys

Erza: Now which of you will be the first to-?! Erza was quickly caught off guard as Natsu and Gray began touching her spider legs and abdomen

Erza: H-Hey! What are you doing?! Don't touch my spider legs! Gasp!!! Don't touch my abdomen you perverted creatures! How dare you-?! I SAID STOP TOUCHING ME!!!! She shouts as her cold and stern demeanor quickly turned to embarrassment as her face turned red