“I-it isn’t always like that.” Emi said, looking a bit hurt. She knew Michelle was just trying to compliment her, but she felt guilty being praised just for being a decent person. “I mean, I know plenty of nice people with money. It’s…it’s just that the bad eggs are the only ones anyone ever talks about...

“A-anyway…Are you feeling any better? Is there anything else I can do?” She asked, both genuinely concerned and eager to shift the focus of the conversation away from herself.

Michelle gave a slight glance and a smile to charming little Emi. Michelle blushed a little when Emi asked if there was more she could do, her mind going straight to the gutter. She decided to be a little more flirty and see what happened.

You've been a big comfort, Emmeline. I only wonder what I can do in return for your kindness... She said, an obviously lusting tone in her voice, laying flat on her back, exposing her toned belly to timid little Emi.

Emi waved a delicate hand dismissively and said "Oh don't be silly, you don't have...to..."

The dark-haired girl's words trailed off when Michelle lay back suggestively, her shirt rising up to expose her flat stomach. The fiery haired girl's seductive tone finally registered with Emi and the pale girl blushed furiously, stammering softly and apparently unable to tear her eyes away from Michelle's body. "I...I...um..."

Michelle took the timid girl by the hand, pulling her closer, close enough for the two to kiss, Michelle's eyes telling Emi exactly what she wanted.

Surely I can do something for you, Emmeline. What would you have of little ole me? Her voice just above a whisper and more sultry than it had been moments ago. Michelle unbuttoned her skirt, sliding it down her slightly open thighs, showing crimson lace panties. She also pulled her shirt up a little more, smiling softly.

As Michelle pulled her down to the bed Emi set her teacup on the nightstand, the little china vessel clattering slightly as the timid girl's hand began to shake. She was clearly confused, and somewhat reluctant, but she didn't resist as the redhead pulled their bodies together.

Her bright blue eyes went wider as Michelle began to slip out of her skirt and pull her shirt up to show more and more flesh. Emmeline was nearly overwhelmed by the urge to reach out and touch the lounging, eager girl, but she hesitated.

"A-are you sure...? I mean, you've been through something traumatic, I don't...I don't want to take advantage of your...vulnerable state." she whispered, though she felt like the more vulnerable of the pair at just this second.

You're so sweet, Emmeline, but I wouldn't have asked if I had doubts. The redhead said in a quiet, but lusting tone, cradling Emi's cheek in her hand. Michelle leaned her head up and gave Emi a long soft kiss. Michelle's free hand took one of Emi's gently and placed it on her hip.

What would like to do with my body, Emmeline? How can I please you? She whispered, inviting Emi to play by sliding more of her body under the timid girl.

Emi stared, entranced as the lovely red-head's words and body language both practically begged for Emi to reach out and touch her. As Michelle pulled her down into a soft, lingering kiss the dark-haired girl's resistance broke. She parted her soft, full lips and returned the kiss, and when her hand was guided to Michelle's hip it slid around, almost of it's own accord and squeezed the eager girl's tender flesh.

The young heiress gasped when their kiss broke. She didn't answer Michelle's question with words, just reached down and grasped the hem of her flimsy nightgown and lifted it up over her head and off. She wore a pair of pristine white panties but no bra, and her ample breasts bounced free. Her creamy white skin practically glowed in the pale blue moonlight.

"I...I want..." she whispered, at a loss for what to say. She wanted Michelle for one, but Emmeline was so timid and submissive that she had no idea what to do.

Unbeknownst to the two women making out on the bed, their affections for one another were attracting someone else. A lecherous spider that had made a servant of Emi at one point. No doubt she would not be pleased to see him again so soon. The other one, a beautiful redhead that had pulled the other girl on top of her. This caused Siferus to undoubtedly become aroused, though he decided to wait a little longer and see what happens next.


Inside, Michelle decided that she would have to be the dominant one of these two, which she was okay with to a point. Michelle reached upwards and began to tuge gently at Emi's panties, gently pulling them down over her legs, letting gravity do the rest of the work.

You can take mine off too, if you want, Emmeline. She said, removing her blouse, revealing that she wasn't wearing a bra this particular night.

It seemed that a little guidance would go a long way with the dark-haired beauty. She delicately shuffled out of her panties, flicking them away with a flick of one petite foot. Completely nude now, she took to Michelle's encouragement quickly and peeled away the other girl's panties, tossing them away with her own.

Her bright blue eyes took in every inch of the gorgeous girl's body, but her eagerness got the best of her before long. The petite girl climbed up onto the bed, straddling Michelle's legs. Emmeline leaned forward and began to kiss the red head's slender neck. She wrapped her arms around the other girl's torso, drawing the two of them together. Their naked breasts lined up perfectly, stiff pink nipples rubbing together as their bodies writhed against each other.

It was at this time that Siferus decided to make his move into the room. Smashing through the glass, he looks down towards the two girls.

Well, well. I never would have guessed you'd be so quick to help me, Little Emmeline. He said with a chuckle. Emmeline should recognize the giant spider that had made her submit to him.



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Michelle froze in terror, looking at the giant spider.

Help him? Help him what, Emmeline? Who is he and what does he want? Apparently, Michelle is a bit afraid of spiders.


(Sorry, wasn't sure where to go, so I took a guess.)

Emi screamed, clinging to Michelle as something suddenly crashed through her window, sending shards of glass flying everywhere. Her eyes went wide and the dark-haired girl temporarily froze when she looked up to see the arachnid monster towering over them.

Her mind flashed back through the ordeal she had endured on her first night at the school in an instant. She could feel her heart pounding in her chest, and she stumbled off of the bed, pulling the stunned redhead after her.

"M-michelle...Michelle run!" Emmeline screamed.

Siferus towered above the two women. Odd...The redhead looked familiar...like he'd seen her somewhere before. When Emi had screamed for her to run, he recognized the name. Spitting his thread at the door, he made it impossible for either or both of the women to open.

Michelle? Michelle Burntheart? I knew you looked familiar. You're Lillia's girlfriend, aren't you? Have you seen her? He asked of the redhead. Siferus walked towards the two women, smiling.

You've done a great job, Emmeline. I will reward you greatly for bringing my daughter's lover here for me to take along with you. After all, I know you love master's praise. He said, tentacles wrapping around Michelle's and Emi's waists, hoisting them both into the air.

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M-michelle....Michelle Run! Emi screamed. Michelle couldn't help but think he looked vaguely familiar. She couldn't put her finger on it, so she decided running would be a good idea. She never saw Siferus spit the thread at the door, but she knew she couldn't open it when she pulled on the handle. As the spider got closer, he spoke of things that made her realize who he was.

How do you know my name? Lillia...? I haven't seen her...Oh my god! Mr. Siferus?! What happened to....AHH! She screamed, being pulled into the air by her waist. She tried with all her strength to pull free, but it was no use. Both women were in his grasp.

It was a futile gesture, she knew, but Emmeline stepped between Michelle and Siferus, trying to shield the frightened redhead with her own body. A body, she was terribly aware, that was completely nude.

"I...I didn't bring you anything!!" the young girl insisted, almost sobbing with frustration as she glanced over her shoulder to see Michelle struggling with the door.

The dark-haired beauty thrashed and struggled when the monster lifted her up into the air. It was no use - she knew how strong those tentacles were, and she knew what was coming, though she'd tried to write her experience off as a nightmare.

"Please...!" she cried, practically begging. "Please, let her go! Take me if you have to, but let Michelle go!"

Michelle continued to try and pull the door open, unaware that there were threads stronger than the hardest of steel holding that door closed. There was no chance for her to get that door open. Seeing Emmeline throw herself in between the spider and Michelle, Michelle gave one final yank, giving it all of her strength, but to no avail. The door didn't even shift an inch.

Michelle shrieked as she and Emmeline were hoisted into the air by her waist, trying to pull herself free, not noticing that Emi had seemed resigned to her fate. Michelle was moved by Emi's idea, so much that she looked at the dark haired girl, flabbergasted.

Michelle could feel one of the monster's tentacles teasing her soft pussy, spurting something into her, letting out a small groan, and it served to only anger her.

Let us go, Mr. Siferus! What would Lillia think if she saw you raping us... Her rant was cut off by a long moan as the tentacle began to tease her soft pussy lips.

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Siferus chuckled, hearing Emi's pleas of him to let the redhead go. He had no intention of doing that. He liked the idea of molesting two girls at once. Slithering tentacles up to both of their pussies, he injected them both with his aphrodisiac, wondering who would surrender to him first. Emmeline or Michelle. Siferus would only wait, rubbing his tentacles over each girls exposed sex.

Hearing Michelle's desperate plea for release, he merely laughed. It doesn't matter, now does it, dear Michelle. Lillia won't find out. He said, letting more 4 tentacles grab both girls breasts, coiling around them, groping them gently at first.

Emi gasped, squeezing her creamy white thighs together to try and protect herself from the creature's invasive tentacle, but it was no use. The blunt, throbbing head of the tentacle slipped between her moist pussy lips and injected her trembling body with it's aphrodisiac. She groaned, remembering the powerful effect it had had on her during their first encounter. She'd lost control, practically been a slave to her all-consuming lust.

She sobbed, sending her lovely breasts bouncing as he began to stroke her glistening pink pussy lips. Her deep blue eyes found Michelle and saw the red head receiving the exact same treatment. She and the spider creature were talking, but Emmeline couldn't make heads or tails of their conversation. Who was Lilia? How could that...that monster have a daughter in the first place?

She had no time to ponder the ever stranger circumstances she found herself in though. Two tentacles shot forth and coiled around her ample tits. She groaned as a familiar warmth began to spread through her body, emanating from her moist cunt. The tentacles groping her soft, supple breasts spurred her growing lust onward and Emi sobbed, knowing it wouldn't be long before both she and her new acquaintance where under the arachnid's spell.