Andrea had been been hit once again with that bug to perform. She had first donned the mantle of Stephanie Miller to blend in with the students better. Yet after her first time doing a few songs in the talent show some time back she had an itching to sing once again.

Doing covers of her own songs gave her plausible denial-ability she later performed concerts. They were small scale of course and her audiences a fraction of what they often were but no one said she was Andrea Summers. Few knew she had been and two of the three were not human. She knew at least two knew who she was though she wasn't so sure about the third. That demon may not have cared or wasn't paying too much attention when Vanessa used her true name that one time.

What was funny had been the comments after her shows that she sang even better then the one she was impersonating. If they only knew. But with working with Vera and the Student Council she had found that a lot of effort had to go into setting up her concerts. It was worth it though.

Thrice now she had been targeted in the auditorium while singing. She had attempted to rehearse elsewhere but as she found no place was truly safe. So she used that auditorium more often then not in spite of having some bad luck in the past. She didn't average out being any safer when practicing elsewhere.

She had been heading back from her recent bout of rehearsals. Classes had been out for some time now though it wasn't dark yet. She heard a crash, it sounded like shattered glass. There were no screams though nothing that indicated that there was nothing more than a window breaking on accident.

It got her attention but had not alarmed her. If she had only known …

Its intention was to hunt for new prey, the monster had found it already. Despite its past effort where its food would usually be so distant apart it take it at least a day to hound down another one and be able to feast. However to its surprise, it sensed another one roaming the halls. While it was on the outside of the building, it had kept close to the wall and felt the presence moving about. Moving up against the wall and slowly against the window it sensed as its new prey drew close.

Taking a different route than just busting through the window, it squeezed itself through a ventilation pipe. The size of its body, even compressing down was still a bit much as the sound of the vents metal bending as it slipped around and found itself in the upper part of the wall. The flesh of its body appearing pressing out of the opening. Though it froze itself in position like it was trying not to draw attention to it.

There it waited. Waiting for its new meal to at least walk past it, so its trap could spring. Tentacles would come out like a spring shot, one would be targeting like a rope that'll wrap around her neck and pull her against the wall with the same time aiming to silence her with it end smacking over her mouth, the other two would aim for her upper arms.

She rounded a corner, not expecting much. A shattered window she did not see any glass in the hall so she assumed something went out of the building rather then in. Seeing no one around she had guessed that they may have been outside cleaning up the broken glass.

From the looks of it something large went through it as there were few small jagged edges though the fact that there were any caused her to believe that stray pieces weren't just knocked away. Curiosity got the better of her, she went to the window with the intent on seeing what object caused the window to brake so she missed the slime sticking part way out of the ventilation duct.

She was no stranger to slimes though she was not suspicious yet. This seemed more like an ordinary problem and not a supernatural one. She had been wrong. Eyes went wide as something grasped her. She jumped in reaction though she was drawn back smacking against the wall.

Her throat! It was a reaction that alarmed her first and foremost, damaging her singing voice, the matter hit her before the matter of finding it difficult to breath. Her mouth was covered and her hands came up to pull this strange garrote from her throat making it all the easier for tentacles to coil about her arms and drawing them away giving rise to choking sounds as her vision was beginning to fade.

It would only take a few seconds she knew to get her to pass out, shortly after there could be some real damage so she was in a frenzy giving her all to break free before it was too late though it seemed that she was sorely incapable of escape.

As it successfully caught its pray, the tentacle around her neck slid a bit tighter as the tip of it moved of to spread across her mouth and nearly over her nostrils, though the tentacle didn't tighten as it moved, it kept a grip on her as to keep her in place. While the two tentacles that successfully grabbed her arms, they too begun to extend as the length begun to wrap around and make way up her arms into her sleeves and around her back, pushing away the straps of her bra. It basically pushed down until it was underneath the main part, even than it continued to slide down, its destination was to grip underneath her ass and spread itself like hands grabbing firmly, pushing underneath her panties as well.

The main body moved itself, like it was pushing itself out of the vent but keeping most of the body inside. Like a massive snake, the form twisted down and turned until it could come into her view. The end taking a strange shape like a face of a spider, baring fangs outward.

The grip only tightened though her nostrils remained uncovered mostly. Breathing was difficult though as hard as she tried given the constriction on her neck. Her arms were of no use either drawn away as tentacles of slime began to spiral up her arms disappearing beneath the sleeves of her shirt though she could see the rippling of her shirt as it moved.

It was working itself beneath her bra. Struggling in vain she had been held there against the wall unable to move much. Her legs were free but did her little good even as she place a foot against the wall and attempted to use it to press herself forward since she could not use her arms.

She was barely able to get started though as there was no weaning of that grip and trying to get off of the wall only made it feel like a noose tightening about her neck.

No sooner did she start then she stopped. She had been about to try something else when blue terrified eyes fell upon the ooze squeezing forth taking shape before her. She froze … spiders …. she hated spiders … though she didn't lock up in fear like this she didn't see one so large before. So menacing and so helpless in it's grasp.

She knew that it was not a spider but maybe it had a similar mentality, once she stopped struggling maybe it's hold would slacken. Maybe she could struggle free then … no, that was impossible she doubted that she would get far, maybe her prized voice wouldn't be at risk, maybe she'd be able to breath easier ...

As held its prey the tentacles down at her ass expanded like they were moving to cover the rest of it, tearing her panties slightly open as they push the elastic to its limit. Though it knows its going to have to remove those later, but now it has to handle its prey. The flesh of the lower tentacles continued to spread out, eventually started push in between her cracks and across her pussy. It didn't enter but simply grazed across and up slightly like it was cupping her lower waist. The rest of the tentacles that were spreading continued to move down and thinly wrap around her thighs and legs tightening.

The 'face' gazed at her for a moment, the part that was suppose to be its mouth begun to open bearing a gapping hole with the two 'fangs' reaching out towards her. The monster seemed to have recognized how she was reacting to it and it was learning ever so slightly. And now it was going to tasty what was the most important to her.

The body that remained in the vent somewhat morphed, allowing 'spider legs' to slowly emerge out and moved to rest along the wall. Around six of them came out.

Using its strength, the monster begun to pull onto its meal. Though not tightening its grip but only focusing more power along her legs, like it was trying to bend her legs to the point that it looks like she huddle into a ball (Legs pressed close to chest). It was going to pull her close to the vent, the legs extended out like it was going to prepare to hug her. The mouth that was open, widen slightly like it was going to bite onto her face.

Eyes went wide as she stared at the thing before her, those fangs parting to show the thing's mouth. Tentacles began spreading against her ass dipping beneath the panties. Her heart beat heavily, the tentacle about her throat hadn't slackened any and breathing was virtually impossible.

Things were getting hazy though she felt that oozing nature against her sex rubbing against those petals, savoring the moment as she heard the fabric of the panties tare and stain a little.

While her vision darkened she was aware of more of the thing pulling free of the vent. Tentacles tightened against her and even pulled her forward. That mouth exposed to her she reacted again. Thrashing to no avail the only thing she managed was ebbing away at the little oxygen she was getting as there was no hope for her to escape. Nor could she call out for help with it's hold on her.

Blue eyes widened as it became apparent that she was being drawn closer, closer to that mouth. She could only hope she would pass out as it seemed that it was going to devour her. What would happen first, death? Passing out? Rape? She did not know which would occur first though her heart hammered in her chest powerless to stop any of it ...

As the tentacles pulled her up off the ground, the made sure her legs were bounded up closer to her body with the spread slightly open. Her body brought in close and the many spider legs sprung around like a trap snapping shut. And in that moment, the tips of each leg had tore into her clothing, splitting her shirt from the back wide open along with her bra. Though the clothing had tore, the pieces of clothing on her front remained slightly handing off, the legs simply closed around her.

While it had brought her closer to it, the tentacles around her legs began to move as though it was going to tilt her backwards until her back is completely facing the ground. Around her pussy, the flesh shifted about rubbing her up and down and spreading her lips slightly.

The mouth that closed in around her face seemed to mend with the other part of the tentacles that was were covering her nose and mouth. Though the fangs that were attached to the head slightly split off over to the sides and curving around her back. Slowly the rest of the tentacle around her neck eventually started to mirage with the main 'head', loosening the grip along her throat. Soon after the mouth began to close, rubbing the lips of its mouth along her soft skin.

Pulling the flesh off of her mouth, but kept a slight grip along her nose as though it was sealing the way for her to breath through it.

Legs curled about her as she was lifted up and angled back at the same time. The initial yank of the tentacle on her throat had not been there though it was still strong. She heard the taring of cloth though thus far none had fallen completely away from her.

She whimpered shaking her head from side to side as if vigorous moment could loosen that hold enough for her to breath but the strength in that grip was too much for her to move her head much. She was never very strong at that. But other tentacles were spreading her nether lips apart.

Oh Gawd!!! She screamed in her mind then her head had been within it's mouth. The tentacle on her neck and mouth seemed to morph even as those fangs expanded then closed in around her. It had seemed as if it were trying to go for her nostrils where she couldn't breath at all not that being in it's mouth had been any different. It was even harder to breath now and as it used those fangs to trace against her she had been reminded of something like jello just one step up from a liquid though it was a little harder than jello as if those fangs could easily penetrate her flesh if it so wanted to.

Fear shortened what little breath she could get though unconsciousness seemed to be in the lead of those three ills particularly once her nostrils were covered as she was barely keeping a float at the moment. In a way unconsciousness seemed her best option but she was afraid that if it hit she might never wake.

Passing along her face, the head slowly began to retract and shrink down, the fangs remained as a separate part, tips trickling against her exposed back. It notice at she is reacted to it. Removing the flesh away from her mouth as though it came to understand of what she was desiring right now, it was air. Though it didn't really understand much of it, it knew too simply give her some time to breath. Atleast through the mouth as it kept part of the flesh tightly over her nose.

The head that was shrunk down remained a few inches away from her face, though the end forming into a round like shape. Holding there like it was planning or waiting for something.

Parts of the tentacles that held her arm started to expand over and around. Pushing away the ripped materials of her clothing and groping her breast, rubbing her nipples ever so slightly. Giving some stimuli to her as it was seemingly trying to suck them along.

All the while, it continued to pull her body close to the vent as much as possible to the point her lower region was pressing against the metal parts of it. Spreading her pussy lips wider and wider, as the monster was now working on getting her to moisten up.

She had been wrong but in this case she didn't mind as her mouth was uncovered. Greedily she sucked in hair though at the same time so many things had been happening. The tension of that tentacle on her neck and arms hadn't been as sever now that it was effectively hoisting her up and not just yanking her back. It was minor but it was enough to breath by.

Her back still ached from the contact with that wall though now she felt that slight chill as her flesh was exposed as her clothing was discarded. The metal of the vent was cooler too, she found that she was pressed up against it and imagined that she was ten feet off of the floor.

If it dropped her it would hurt if it wasn't fatal. Yet at the same time she didn't expect to be dropped, at least not yet. Her nipples were being played with though they had not been hard they firmed up due to the natural reactions of her body.

Fangs traced over her shoulder blades as it spread her open even more. Nooo!!! She screamed again in her head but did not struggle afraid that her air supply would be denied her once again if she placed up any sort of fight.

Squeezing her eyes shut her hands balled up into fists though her arms were effectively useless at present.

She felt the last of her clothing fall away as it waited with her hoisted there. As it worked her nipples her flower began to moisten. Slow at first then increasing steadily.

The tentacles that sucked on her nipples started to increase in pressure as the tentacles expand over to cover her breast completely. The increase in strength was like clothing getting caught along the vacuum. There would be an occasional tugs at breast, as though to pass some sensation through body.

Against her lower half, the tentacle continued to spread her wide open. Feeling that her insides were slowly becoming wet with the substance in desires. Sucking the fluid slightly, the flesh started to push in deeper but not enough for actual penetration. The stuff it can get goes to help with the monsters growth, absorbing into its body which at this point was now starting to develop some intelligence. Its learning to indulge in the taste of its prey.

The fangs begun to tease in it slight poking along her back, while the oval shape head remained infront of her. Though there wasn't much to it, the monster was coming to the thought of having the prey weaken even more before it actually dig in. But it'll need to take some more of her energy for its growth, even though it still have some stored up from the last prey it had.

Her breasts now covered as if she were still wearing a bra a red sheen broke over her cheeks at the continued feel of that suction against her breasts. It was strong sucking up her nipples as if she applied a vacuum cleaner to them and yet it released that suction at times as if turning it off for a moment to allow her nipples to relax prior to getting sucked back up.

Fangs continued to scrap along her back and she whimpered feeling it press a bit deeper as it drank a sampling of her juices. It had not inserted itself into her yet though she knew that it would not be long now. Her body shivered, more juices had been produced.

Even now she was held tight offering no hope for escape but at least she was able to breath easier now. The tentacle about her neck was strong but not suffocating.

Her body was beginning to respond too against her say so. That could not be helped and the more the spider sucked the more juices she produced. The gasping sounds she made were small, she tried to squirm without struggling though there had been no way she could elude it's administrations what so ever so in the end she resigned just to suffer through the pleasure.

She kept her eyes closed though she still saw the thing in her mind as it were, that fearsome spider ...

It continued to suck on her nipples as the monster was transforming parts of the tentacles that were around to her back, shifting them away so they could come together with the rest of the front part. Groping her a bit as though to push her to the edge. It simply kept on sucking her nipples.


On her lower half, the monster simply continued to absorb the fluids that were coming out, and simply using the energy to allow its growth. Within the inner flower that sucked along open pussy, small feelers began to take shape, millimeter wide. Two thin tentacles that emerged from the center of the mouth-piece and began to make way into her pussy, gently running across the walls as they enter. Each side feeling along her walls as though it was slowly mapping out her insides for its insertion. A few flicks to where her cervix is before pressing to the sides as they both came to a halt.

The legs seemed to be fusing around her as if to envelop her in a mass of slime though it kept some of it's shape, mainly what was right above her. She could still feel the trace of those fangs reminding her quite well as to what it was or what it was shaped as while it worked.

Her nipples ached but they felt good with the suctioning they received … but that was beside the point! Feeling those thin tendrils creep out to her now soaked core she shuddered.

No, not there!

Not that she had expected it to listen even if she could vocalize. She moaned, unable to choke off the sound completely as she was made to breath though her mouth. It kept going though pressing further inside that suspended body.

She felt a tingling sensation as it pressed it, explore the inner folds of that moist body.