Aeria pushed her way into the locker rooms with an annoyed expression on her face, stripping off her gym clothes irritably. She had been held back by the teacher for being 'rude' to her fellow classmates. She had honestly no idea what she had done wrong and the coach's attempts to enlighten her just served to confuse and annoy her more than anything. Why was it better to cheer on ones who were doing poorly? It just made no sense at all to her. She hadn't insulted them, she had been pushing them, telling to work harder, run faster and jump higher. Of course in a commanding tone because that was the most effective method to do such actions with. Kid gloves yielded kid results. But the coach disagreed and she had finally been able to worm free of her by saying she just wouldn't speak anymore during her class. It wasn't like you had to in order to run.

The locker room was deserted, her 'conversation' with the coach having taken long enough to let the rest of the class disperse. Aeria had no more classes today so after she had stripped off her clothes she moved towards the showers to wash off. No need to walk all the way up to her dorm and get her normal clothes all sweaty when there was a shower right here after all. She twisted the knob of the shower, icy water falling from it and she leaped away as it chilled her, moving back to her locker to give it time to heat up as she grabbed up a small vial of shampoo she kept in her locker. By the time she returned the water was scalding hot, steam beginning to fill the room in a humid haze.

The locker room's janitorial closet was permeated with the mixed scents of mold, flowery deoderant, sweat, and semen. How Amy had fit all fourteen girls into the closet was beyond her, but at least the resulting mess would be contained. These newfound "pet" tentacles of hers were quite demanding, constantly lusting after every student woman on campus, never giving her a moments peace. If she failed to provide nubile young bodies as she just had, they simply extracted their pleasure from her, or at least tried.

"Still haven't had enough, I see," Amy said, as she wrenched a tendril that had begun to curl itself around her left breast, tossing it away from her body distractedly. "Well, lucky for you, another girl just walked in," she said over the shlopping noises, as the tentacles continued to grope and penetrate Aeria's now unconscious classmates.

Amy heard the patter of hard locker room showers. Quietly, she crept out of the closet, closing the door on the tentacled mess behind her. The locker room had grown hazy with steam; visibility was poor even before she entered the shower room. She saw the outline of a tall, slender, toned form, the girl's backside turned towards the succubus. She recognized immediately that this was the girl that the other girls had been talking about. Well, talking about before they all had tentacles in their mouths. The callous, cold-hearted, athletically talented, russian hard-ass. Aeria was her name. Well, the hard-ass seemed to be pretty accurate...

Amy watched as Aeria tested the water, drizzled some shampoo onto her open palm, and massaged the shampoo into her hair. Her arms above her torsoe, she provided Amy with a tantalizing view of her toned, athletic body. Stopping to enjoy the moment, Amy admired Aeria's body; it was clear she took great pride in her fitness and physique. Pride that Amy would soon take away.

The succubus didn't bother to disguise herself. The mist and haze would help, and the momentary fear of the unknown would be worth more than the element of surprise. Waiting until the girl was beginning to scrub herself down, Amy opened her mouth and spoke: "Don't you think you were a little cruel to those other girls? Not everyone can be so athletically... and anatomically... gifted."

Aeria set the temperature of the water just a degree under her limit, the water just shy of scalding her skin. As it was though it left her almost pink. She liked hot showers, it was so different from back home. She was lucky to get a minute of lukewarm water back in her Romanian boarding school. Shampoo was liberally applied to her short hair and chest, it wasn't body wash, but it smelled good enough for her purposes. Steam rose around her in an ethereal fog, limiting sight and smell, the sound of the running water cut off much of her hearing and the hot water had effectively supercharged the nerves in her skin. Taste and touch, she was probably about to hate both of those senses in a few minutes, not that she knew that.

The words caught her off guard and a surprised sound escaped her, she turning her head slightly around to look at the woman out of the corner of her eye. Gray eyes narrowed as she peered through the steam, something off about the woman, but the steam made her believe her eyes were playing tricks on her. She made a dismissive wave with her hand at the woman and looked back to her shower replying "I am not gifted, I've worked hard all my life to keep myself in shape. To lower my own standards for them is what is ridiculous." She figured it was probably just the coach's assistant, here to further bother her. She wasn't about to let her ruin her shower by he presence though. Aeria was already beginning to work on tuning her out.

A combination of annoyance, enjoyment and sensory deprivation had her passing Amy off as merely another human student. A horrible mistake, one she would likely never make again. But she had never met a monster so bold as to attest her in a locker room. She underestimated her enemies it seemed.

Amy giggled at the young girl's surprise, though the succubus's giggle was something between a giggle, and a more sinister laugh. "Not gifted? I am disinclined to agree. Anyways, your standards are not the class' standards, and you would be wise not to be so harsh, lest you discover what real harshness means." Amy's voice had a syrupy sound to it, one of a practiced temptress, but when used in such a disciplinary tone, was enough to frighten even the most stubborn of students.

Amy stepped another step closer, the outline of horns nearly visible, and her black leathery wings dark shadows behind her shoulders. The hot steam condensed on Amy's skin, beading up, water droplets sliding down her shoulders, and down the front of her chest. Amy continued to admire the girl as she massaged the shampoo into her chest, the suds covering her just a little, but still leaving much on display. "My, you have worked hard to maintain your body, I thank you for that."

Slowly, Amy's arousal began to build, and she felt the shape of her clit begin to shift. She heard her tentacled pet begin to move. Not yet though, as Amy held it back with her mind. She wanted to have her fun first.

"You know, maybe it would be best if you learned not to let your pride hurt your entire class."

Aeria shivered slightly despite the heat of the water as Amy spoke to her. The tone was sweet, yet it was one of the most malicious sweet tones she had ever heard before, sparking an almost primal fear within her. She heard her take a step towards her, turning her head fully towards her this time, taking a good look at her through the steam. She suddenly realized two things: She was naked in front of something that most definitely was not human and she had best get out of here quickly. Her body twisted about, her palm thrusting in the direction of the approaching succubus, a strong punch's worth of force sent at her torso. Aeria didn't wait to see if it was effective or not, finishing her spin as she took a wobbling few steps in the direction of the lockers. She hadn't thrown a lot of force so the recoil wasn't debilitating. She was just kinda dizzy, enough to make her flight rather slow in comparison to how she usually moved, but not stop her entirely. She would grab her clothes and flee into more populated areas of the school she decided. The embarrassment would be a minor thing in comparison to what would happen if that thing got a hold of her. Nothing was said to the demon, all of Aeria's adrenaline going towards the flight response, not the witty retort response.

Amy chuckled to herself, as she side stepped the palm strike, the blow glancing off of her abdomen. Amy's pet appendages sent her telepathic images of her prey's staggered retreat. With a silent thought, Amy held them back, sending a couple of the tentacles to lock the door, the only exit to the lockers. She reached Aeria as she was retrieving her clothes from her locker, the girl slamming the locker door, and smashing face first into the succubus. Amy reached one hand around the girls waist, grabbing her, holding her, keeping her from falling over from the impact. With her other hand, she brushed the hair away from Aeria's face, her cool hand gently brushing against Aeria's warm skin. Amy leaned in, the succubus' soft breasts gently grazing Aeria's heaving chest, and spoke in her ear, "Silly girl, why do you run away? You can't get away from me, I assure you. I'm sure the activities to follow will be most enlightening for you. you may even learn to enjoy them."

In one quick movement, Amy stepped away from Aeria, leaving her standing there naked, her back against the cold metal lockers. Away from the steam and haze of the showers, the locker room air was chilly, much too cold to be comfortable naked. But that's not to say Amy wasn't enjoying the view. She stood there, staring, admiring Aeria's pert breasts, nipples standing to attention, her toned, defined abs, and slender athletic legs. "What's wrong," The succubus asked, "cat's got your tongue? Don't worry, I'm sure I'll be able to elicit some kind of response..."

Aeria was running out of options. She had thought she might be able to get away with that attack and the element of surprise, but the woman had cut her off quite easily. She slammed into her in her haste, held to her as the woman-like creature mocked her, running a hand over shower warmed flesh, whispering in her ear. She stumbled back when released, back pressing to the cool metal of the lockers as she gazed left and right swiftly, looking for an escape route. She saw none. Adrenaline hardly had her mind actively thinking about the cool floor beneath her feet or the cool metal and air about her, barely recognizing the effects such a chill had on her body. Nipples were pert, a few goosebumps here and there about her. She was cornered, vulnerable and frightened and she did what any animal would do in this situation, she struck back.

"I have no interest in being enlightened or coming to enjoy anything!" She hissed out suddenly, sweeping her leg about, trying to kick the other woman in her ribs and knock the air out of her to further get away. Not that any escape was to be had. Even if the blow landed and had the desired effect Aeria would soon learn that the only exit was blocked. She was trapped, a piece of meat in a tiger enclosure. It would just take her a while to accept this fact. She was a very stubborn woman.

Amy was surprised at the force of Aeria's kick, a kick strong enough to send the succubus back a few feet. Tentacles appeared out of a black cloud of smoke, catching Amy, supporting her as she staggered back. "Well, that wasn't very nice, Aeria..." She said, her sweet, succulent voice accenting the sound her name. "Yes, yes, I know your name. All the girls in your class were talking about you, about how callous and harsh you had been. At least they were talking about you for awhile. Even if you had been cold and callous, talking about you behind your back isn't very well-mannered either, now is it?"

The tentacles lifted Amy up as she was talking, holding her high, like a queen sits upon her throne, as she spoke down at Aeria. "Would you like to see how I punished them?" She asked, a steely look in her eye. A tentacled pushed at Aeria's back, urging her to comply. "Come now, perhaps if you are more agreeable, I'll lessen your punishment. This way, they're in the janitorial closet." Amy hopped down from her tentacled chair, not looking back to see if Aeria was following. It didn't matter really. Slowly she walked through the row of lockers, hips swaying in the shadows.

Aeria was trapped, she knew she was trapped and worse of all it seemed that her kick had done nothing but force the woman to stumble. In short, she was screwed. Gray eyes slid back to the woman on her 'throne' as whatever it was that made it up supported her and slid her back to her feet. Aeria's mouth opened to likely utter something she would regret later when she felt one of those things press against her back, pushing her in the woman's direction, but by the time she looked back it was gone. She shivered, feeling very exposed, naked and had no idea what the woman-creature-thing was capable of doing. It didn't even dawn on her that those appendages could be used in a sexual manner, well yet at least, her experiences with the island's denizen's limited to more normal forms of attack and rape.

So she bit back her fear and let pragmatism drive her. The woman was going to show her what she was capable of. She might see a weakness there. She hoped against hope that she could at least. So she followed after the woman, heading towards the janitor's closet to see what the woman had done to her classmates, eyes locked on the rows of lockers so she would not be looking at her ass while following her. Somehow Aeria being naked made her vulnerable and the other woman being naked made her far more dangerous. Aeria disliked the feeling.

Standing next to the closet door, Amy beckoned towards Aeria to come closer. When she hesitated for a moment, the succubus shot her a look that all too plainly said, "come here... or else..."

Cracking the door open, she nudged Aeria into the small room, standing behind her, blocking the door behind them while the girl had a chance to notice her surroundings. Inside, all fourteen gym class members lay unconscious on the closet floor, their bodies barely covered by the tattered remnants of their gym uniforms. They lay in a pile, like a sick sort of mass burial, bodies glistening, skin glazed with a thick layer of slowly drying seed. Next, Aeria would notice tentacles, the same mysterious appendages that had grazed her back, mindlessly groping, caressing, and penetrating the her classmates inanimate bodies, generating a rhythmic squelching sound that echoed strangely off of the closet walls.

Amy closed the door behind her, and as if on cue, the sound stopped. Alerted to the new-found presence, the "head" of each appendage turned to face their newest guest. Like smooth, black, slippery snakes, they rose up, eyeing their newest prey from a safe distance. In reality, the only thing keeping them back was Amy's will.

Amy positioned herself aggressively in front of the door. Her hands on her hips, her legs angled out, and her torso cocked slightly at an angle, the succubus looked as if she was asking for Aeria to try to escape. "Satisfying, isn't it? Seeing them get what's coming to them. But you needn't worry that I was too strict. Most of them enjoyed it before the end."

"But this is about your punishment, not theirs. So I'll give you a choice: you can perform your penance with me, or I can leave you in here, with them. What'll it be?"

Aeria entered into the small space, gray eyes narrowing slightly as she peered into the dimly lit room and recoiled in fear, shock and disgust at what she saw. Mostly the first two of those emotions though, there wasn't much room left in her head for the third. At first she thought they were dead, but upon closer inspection she realized they were just unconscious, fucked into that state by the black appendages that the other woman seemed capable of controlling. The sound of them still using her classmate's exhausted bodies reached her ears and she shuddered, taking an instinctual step back. It seemed the incorrect course of action to take though as the tips of the tentacles left her classmates spent and sticky forms to 'look' at her and she swallowed lightly.

At Amy's words she turned her head slightly to catch the succubus out of the corner of her eye and mouthed 'they enjoyed it?' before shuddering again. She turned her head a bit more, surprise replaced by anger and she hissed out "I never, ever, wished for something like this to befall them. So no, it isn't satisfying in the slightest."

She reigned herself back in, thinking to herself 'Don't be stupid Aeria. Don't go pissing off the woman with the pet rapist tentacles' and then uttered with a shudder "Though I'd rather take my chances with you than your.. things there." Taking another step towards Amy and away from the black tentacles.

"I knew you'd see it that way," the succubus said, smiling, a glint in her eye. Amy stepped forward, the two women's faces no more than six inches apart. She placed her hand on the Aeria's cheek, caressing the back of her neck, playing with the corner of her mouth wither her thumb. "My you are such naive girl... I can see the fear and shock in your eyes, even if you're forcing your face to this impassive state. The way you shudder at the sight of your classmates, how you squirm at the touch of my hand..."

The succubus paused, kissing the girl softly on the cheek. "You truly are naive... what makes you think that I'll be any less rough than my tentacled friends? They serve me for a reason."

Amy quickly retracted the hand from Aeria's face before snapping it back, slapping the startled school girl across the face. The force of the blow knocked her onto the ground, but it was more of the surprise than the strength that forced her to lose her footing.

"Kneel. Here. Now." The succubus stated, pointing at the ground before her feet. As if the girl needed reminding, a slimy black tentacled nudged Aeria in the back, slowly urging her towards the succubus. Another mass of tentacles formed behind the succubus, forming another chair. Amy sat down, her legs gently apart, room just enough for a girls head and shoulders. "You'll pleasure me with that sweet little mouth of yours." she said, matter of factly, "Do it willingly, or I'll make sure you'll never taste anything but me again."

Amy was in parts correct. When it came to monsters Aeria lacked a lot of experience. She couldn't hide her feelings of disgust, fear or her physical reactions fully. To a succubus which likely played off of these emotions along with lust she was an open book. Her teeth grit behind her lips as the woman rubbed her had across her neck and then her cheek, mocking her with her words and following the surprising kiss with a slap to her face. She lost her balance, falling down to one knee as tingling pain shot across the side of her face, her cheek showing signs of pinkness already. Gray eyes narrowed to slits as she looked at the succubus with nothing less than rage at the action.

But at the tentacle's prodding she initially seemed to do just as Amy commanded her to do, crawling towards the woman on her writhing throne, saying lightly "I really must thank you..." Suddenly rising up onto her knees with her palm once again directed at Amy, but this time mere feet away. "For making yourself such a great target" a wave of force flying from her palm right at the center of the woman's chest, it it hitting feeling as if Aeria had taken a sledgehammer to the succubus' ribs. The recoil struck Aeria a half second later, she crumpling to the floor as her muscles seemed to shut down, feeling as if she had run several miles. Her head throbbed too, but since she had taken her time to prepare the blast it was crippling pain, but enough to make thinking difficult. In any case she was spent, she had used her all in a final trump card hoping that would be enough to stop the woman.

Aeria's palm strike was effective, with enough force to crush a normal human. Unfortunately for her the succubus was no normal human. Barely having enough time to react, Amy quickly shifted her form for a more combat-suited role; her hands became claws, her horns thickened, underneath the skin, each and every bone strengthened, and hardened, and foreseeing the imminent attack on her core, especially her rib cage...

Her momentum threw her back several feet, but the tentacled "chair" gave way, enveloping around the succubus, cushioning her, keeping her upright.

The demoness emerged from the tentacled mass, her cool composure replaced by furious rage. In one swift movement, she picked Aeria up by the neck, choking her with her right hand, and held her there for a few seconds. She glared at her, her brow furrowed, and her luscious lips pursed. What used to be an entertained, mischevous smile had morphed into an enraged scowl. Without a word, she took her left hand and drove it into Aeria's left shoulder, slamming her body against the closet wall with enough force to leave her head pounding. the succubus' claw punctured the girl's skin, leaving a cherry red trickle of blood down her shoulder.

"I see your pride hasn't given way yet, Aeria... You should have just done as I asked, now even I might not be able to hold back these tentacles, now that they've seen their mistress attacked..."

Slowly, like a nest of snakes emerging from their hole, tentacles began to slither towards the two women. thin black veins bulged on the surface of the appendages, as they hungrily awaited their prey...

Amy removed the claw from Aeria's shoulder, allowing her to fall to the ground on her knees. The succubus stared into Aeria's grey eyes, enjoying the mixed look of daze and despair. Regaining her cool composure, Amy spoke, "I'll give you one last chance. Pleasure me--" the succubus played with Aeria's lips with her fingers, "and I'll keep you alive... Otherwise, I'll give you to them, and I can't promise anything after that."

A soft grunt escaped Aeria's lips as she was lifted from the floor by her throat, barely having the strength to wiggle as her air was cut off. She was then, luckily so, slammed to the lockers, able to breath one more and that taking precedence in her mind over the sharp pain in her right shoulder where Amy's left hand's claws and pierced her skin. Her eyes remained slightly defocused when she was dropped to the ground, her body still reeling from her use of her ability to that extreme of a level. There was nothing she could do, she was helpless and she knew it. As the succubus lifted her head up so she could see that despair in her eyes and gloat her victory Aeria mumbled out "Why do you things never die..." Head slumping without answering Amy's question. Partly because she didn't have the energy to yet but mostly because that was all she really could do to spite the woman. As Amy had said earlier, she was probably worse than the tentacles if they were her pets. So went with the lesser of two evils unless Amy of course decided she would act on her own.