What am I suppossed to learn from this?!

Her mental raging seems to fall through as she screams in her mind to be let go, to have her freedom again. She couldn't take it anymore, the sexual assault and mental attacks were breaking her mind apart.

She felt her bonds loosening around her, but there was no comfort from it whatsoever. Loud cries of anguish and need ring out, but she knew deep down no one would hear. No one would save her from this. Not God, not Kanoe, no one except the very spider herself.

Whimpering moans of hoarse protests erupt from her straining body. Her poor cunt and abused clit throbbed beneath her and put even more stress on her being. Nipples at a mind blowing height of heat pounded her again and again, begging for her to just tell her everythign about Kanoe. But she knew she couldn't do it. She would rather die then face the woman she cared for, her knowing she sold her out. Tears run down her cheeks and stain the silk touching her face. Thoughts of just letting her know something about the woman seemed so taunting and heavy on her heart. She would though, she would rather just die...

Why...why do you want Kanoe so much? Why...?

You're going to learn to give up. You're going to learn to give us what we want without questioning. Now do it. Tell me about her. Do it.

The lack of pause between the shift in tone could easily give away the spider's ruse. She hopes it does. The smooth leg slams suddenly back up into Clarice's folds and stirs about within her. The tongue grows slowly as it wraps tighter around the smooth breasts and traces down under the bindings pressing into the woman. The tip of it replaces where the foot rubbed before and flickers over the throbbing, tender nub wetly. Fingers, once more smooth, press and pinch and twist and tug at the swollen nipples held out by the swirling, warm, moist muscle. Still that self-loathing, that fear, that anger dripped from her prey, sustaining the gray-skinned creature and filling her with grim energy. More than anything, the hold she felt over the student's life and sanity filled Steel with a powerful, hungry thrill.

The spider's shift in tones made her blink exhaustingly. Don't tell her that these dark voices were her's? or was it Clarice who was thinking it? This was driving her insane, a splitting headache wouldn't even come close to the pounding her head was feeling at the point.

Hurtful pinches of her nipples left ehr writhing and crying softly for her to stop. Her sex sucked on the appendage swirling inside, pressing hard against it without fail, much to her screaming disbelief. Pain mixed with pleasure never felt so good, and yet she felt it was tearing her apart at the same time. He rpoor little love button twitched against pressure upon it, sneding ripples of pleasure through her body and pushing her close to orgasm. How many times has she cummed? She couldn't even remember now.

'...Kanoe is...my lover...I don't know...what more you want...'

I want you to accept my deal. I'll let you leave this place, whole, intact, and unwounded. All you have to do is tell me how to find Kanoe. Think about what she looks like. Show me where she sleeps. Give her to me.

To punctuate the point, the long slick leg slams up into the bound woman again. It presses at the back of her depths harshly and lifts her cruelly with the force. The tongue lashes itself back and forth across the rubbed-raw nub. The wet length of the cool muscle grips and kneads harder around the soft orbs as fingers pinch and tug harder at the stinging nipples in their grasp. With a small wrench of will, the spider forces her mind back to her ultimate goal. With the soil freshly turned, she needs concentration now to plant the seed of the lesson in the woman.

Her eyes dimly look ito the webbing as she finds her mind forced back to the deal at hand. GIving Kanoe away...but if she didn't...she would never leave this place. Would her love hate her for selling her out like this? If she were in the opposite position she would understand somewhat, but she wasn't her...

The fear of being rejected by her was even more apparent as she softly sobs inside. She was at her breaking point oso there were really only two options: one was to tell her exactly what she wanted to know, or two would be to wait it out until she was babbling mess of flesh. Which was already well on its way when the leg pushes harder into her depths and causes a stiffled scream. She had cried so much at this time there were no more tears she could spill.

Her poor nubs were twisted in an almost painful way by the spider, adding more pressure where it didn't need. Her little love button was already numbing, which was honestly scaring her a little.

'Please...don't make me do this...I will tell you anything else, I'll let you know anything else just...please....don't make me...betray her...' she pleads to the monster, although maybe it was futile, the least she could do was bide some time until she passed out from exhaustion or something that would make her incapacitated.

No, hisses the gray woman straight into Clarice's mind. You give me her or I give you endless suffering. In the scheme of things, your side comes out ahead. I might never have the time to catch her. I might only have her for a brief time. The choice is simple. More pain, or less?

A small spider falls onto the girl's shoulder and skitters quickly up to her neck. It jabs her with a smaller bite that floods Clarice with a small dose of raw adrenaline to keep her body and mind fresh and aware of the torment. It does nothing, though, for the unpleasant numbing as the tongue flicks and laps harder and faster at the dulling button. The leg continues its steady, harsh pace of grinding through the woman's folds. Fingers and slick muscle grip harder at the soft flesh in their grasp and push down on Clarice to force her harder against the soft wall. Through the mesh of web, glowing yellow orbs stare hard back at the girl to silently threaten worse if she doesn't comply.

((>.< Sorry I let this slip past me for so long. I must have lost the notification))

A sad day it was for succumbing woman. She depised insects to an extent, but this spider woman was starting an ever slow trail of leaving her scarred for life. A phobia of spiders may or not be expected after this... if there was an after.

Her body was exhausted from the strain of pain and forced pleasure. She just wanted to sleep and leave the world of reality. But with a jab into her tender neck, she knew it was unlikely. She wouldn't allow her to slip into insanity... yet.

Her breath was strained and ragged, trying ever so hard to keep a steady flow of oxygen while she was tortured. Her vison was already blurred and useless any ways, from the still strong webbing. She was bluntly confused as to why the spider was going through so much trouble. Did monsters really take so much pleasure in leaving her in a screaming heap? She guessed a human mind would never understand. She was also perplexed. If the spider could talk through her mind, couldn't she just take the infromation. Maybe... she really couldn't.

Head and body forced deeper into the wall, she silently apologizes to herself. What worse may come, she would have to endure, she would have to endure. A declaration of love for Kanoe. It was the least she could do, after all they had been through together.

I can't freely give her to you...do what you want with me. Your just going to... have to... rip it... out of me...


It took all the strength she had just to speak as clearly as she did. Her head falls and leans against the webbing, she was unable to anything anymore. Her mind was fogging up again. Just imagining what the archnid may do to her made her whimper inside and out. Her sexual pleasure was becoming more mind numbing. Her abused slit and button were red from the constant rape and ravaging it was going through. Being sore didn't even come close to describing what she was feeling now. This may be the price for being so selfish in keeping her lover to herself.

FINE! The word was a crashing roar in the girl's mind. Strong hands dig at her arms and slam her against the wall. The shafts pull sharply out of her abused, numbed entrance, off her breasts, and away from her raw button. Nothing but hard fingers and the web pressed still into Clarice's skin, as the spider had somewhere been knocked aside.

Then something begins pressing into her mind. It felt like dozens of tiny spiders crawling under her skin, worming their way into the front of her head, and skittering with tiny feet into her mind. They scatter memories like reckless children, sifting around and throwing things in the haze slightly out of order. Clarice's mind was going to be a mess for awhile after this, for certain, and it wasn't getting better as the creatures rampaged in search of the information they were sent to find.

Then the scatter stops, the spiders fade, and their presence is replaced by a cold, smooth spike settled near the pocket of memories devoted to Kanoe. There was a smaller sifting, and all of Clarice's life with her lover flashes through her mind as the great gray spider processes all of it. There's another pause, with the spike still settled calmly in the girl's psyche.

I want you to see what your sacrifice has won you, the voice within the student's mind whispers. The false sound ripples out and bounces gently against the edges of her consciousness. Watch. This is what your death has bought.

A new memory plays across Clarice's mind as it's crafted new for her. She was watching the bed she shared with her love from above. Only Kanoe was there, curled in the blankets in the dark. She clung to the pillow and sobbed, endlessly, the tears dampening the sheets beneath her. The memory went for hours until the now-abandoned woman lost consciousness and slept fitfully.

The memory only took a few moments to play through, and the creature's presence was still threatening there in Clarice's consciousness, but everything was now utterly still. Still as a windless day. Still as bones. Still as death.

She flinches weakly from the loud boom that was the spider's voice in her mind. She hadn't expected such a reaction and was unprepared for what the spider planned next. All was still and her body was left to cold wind that wrestles into the whole. Not knowing where she was was more uneasy then when she was touching her.

But as stated before, she knew she would be scarred from spiders. Things crawling under her skin left her in a whimpering mess. The sensation made her fearful of what they were doing or trying to do. Being eaten alive from the inside was the first thing that came to mind. But then her mind was thwarted with their unmerciful prodding. She couldn't help, but scream hoarsly from it. Eyes twitch and her mouth hangs open as memories of her and her lover come flooding to her view.

The ripples of that venomous woman came to her consciousness. Her words were unpelasent. She had nearly forgotten the threat of possibly dying here. Then a new memory, maybe a premonition of what Kanoe may be like if she were gone. She couldn't hold back tears of sorrow for her lover, now feeling guilty if she ever did leave her. But what was she supossed to do? She would rather die then live on with betraying her. But then again... Kanoe would probably never know she sacaficed herself for her and would never even know if she were dead or not.

She didn't know what to do and frankly she couldn't think very clearly with her mind scattered and wrecked as it was. Whatever happened would just happen. She had no control over it. But that didn't mean she didn't have any regrets. Like now, the arachnid probably had all her memories and now she was useless to her. Dying may mean the end for one torture, but another would begin.

Her raspy breath catches itself in her throat a few times. If she was going to die, it might as well be quickly. Playing on her deep sympathy for the dark witch about killed her inside. She waits silently for whatever comes next. Soft whimpers of her mind being penetrated made her continuously shiver. SHe couldn't stop shaking no matter what.

I told you earlier that I would destroy you, or I would instead deliver a fraction of the suffering I could give you to your lover. The soft voice echoes dully in Clarice's mind. I was hoping you would learn the obvious lesson. I showed you that your 'noble sacrifice' would cause more suffering than your betrayal and still you haven't learned.

The spike slowly and gently slides back from the core of the student's mind, leaving her soon with just the gentle pressure behind her forehead. Everything that had been tormenting her before was gone. Clarice hangs in the tight webbing, still wrapped hard around her, but nothing else invades her. The motionless air slowly pulls heat from her moist slit and her exposed nipples.

I won't destroy you. I will make Kanoe suffer. For your foolishness, you will watch. It will replay for you in nightmare. The nothingness holds for a long moment as Steel considers how to proceed. Now, the only question that remains is this: Will you have this nightmare here, or in your bed?

N-no!! Please! D-Don't!! I-I.... I'm sorry... for not obeying you. Make me suffer, do what you want with me! Please... just leave her be... I beg of you... I'll do anything if you can just reassure me you won't make her... s-suffer like me..."

It was all she could do was to just scream for the spider not do anything to Kanoe. All her fight had been drained. A groveling mass played a deep wound in her pride, or perhaps she had been completely cleaned of one. She would grovel if it came right down to it.

She was tempted to even putting forth that she would do anything for the spider. Bringing other girls was even possible. Dragging them here and throwing them into the pit. She could live with that right? As dark and sinister as it sounded, she was desperate to help Kanoe escape the cold grasp of this arachnid.

"P-please...."

She couldn't move even if she tried. She hadn't moved ever since her head fell limply into the webbing. She was exhausted, sweatting, and throbbing with numbing pain. She wanted out of this place as well of course. Blind from the beginning she felt she had short of breath, like she was suffocating here.

Horrid laughter echoed slightly in the chamber. There was the soft crunch of webbed ground under long legs as the creature resettled itself. All that fear and pain rekindled the spider's hunger, and she paused to deeply consider how to proceed.

"Oh no, foolish girl, I won't make her suffer the way I've made you suffer. I'll make her suffer in new, creative ways that you haven't felt tonight." The words started out playful, then slowly slid back to the grim condescension from before. "That's your punishment. You don't understand what losing you would do to her. Instead, you will watch me try to take her from you. All that suffering you feel, every ounce of pain you feel at seeing her tormented, you will have to imagine that magnified tenfold to understand what you were ready to do to her."

A hand snatched out, grabbed the webbing over Clarice's eyes, and ripped it away. Yellow orbs glowed before her, if her eyes would focus, before the creature continued her chastising.

"If you're lucky, you'll see that she's smart enough to not let herself die, or suffer anything endless, for you. Two martyrs means two bodies, Clarice. That is what you were meant to learn here tonight. You have failed yourself, and you have failed Kanoe."

If she truly didn't care that deeply for her, then Kanoe would be less then tormented when she realized she wasn't coming back. Either way she knew her emotional pain was just beginning. She probably wouldn't be abe to handle seeing Kanoe suffer like this.

Her tormenting and toturous words only made it worse. Being given the gift of sight again was less then pleseant as she once thought. She didn't even want to look at the spider. She closed her eyes and turned her head away, though her puffy eyes were stained with trails of tears that still dripped from her chin and cheeks. She knew a good deal of what Kanoe's feelings were. The power to sense emotions would be at this time a curse. Kanoe was going to suffer for her stubborn ways. What else was new.

Her eyelids open halfway, they immedaitly advert to the bottom of the arachnids legs. Particles of clothing and webbing covered the floor and left her with a heavy heart of guilt. Kanoe... she wondered what she was doing right now. probably sutdying for a test or quiz, not even knowing how much in danger she was.

She remainded silent and didn't speak a word to to the spider through her mind. She was done playing games with this harpy witch. What was she supposed to say? Could this woman truly not understand why she would never give information out freely about her lover? How could she not understand her less then cooperative attitude. She would enver understand, no monster would. Cold, heatless creatures...

As for her own punishment, she could care less what she planned to do with her. After threatening and planning what she was going to do to Kanoe, no amount of physical pain could compare to it. She was done fighting. There was no option of helping the dark witch out of this either way.

Her body was becoming cold in this state, she shivers in the webbing that held her to the wall. Exhausted, abused, and still dizzy from her torment, she was ready to just pass out and let the spider do what she pleased. She didn't care about her own well-being anymore. She just wanted sleep.

This time, the spider didn't stop the sleep from coming. She stepped forward, lightly pressing the warmth of the body that had brought such torment to the girl, and whispered gently in her ear.

"Sleep. Dream. Soon - not tonight, but soon - you will have a nightmare. In it, you will watch everything I do to your witch. I promised I would make you suffer if you didn't give her to me, and now I will."

Long legs reached up and gently separated the webbing from the wall. Clarice fell with a small thud into the creature's waiting arms, then was lain on the cool floor of the place. Without the pressure of suspension, the bonds were loosened enough that escape wouldn't be impossible, though it would still take patience and strength. The earth was cool and soft through the threads.

Steel paused for a moment as she looked the girl over, then sighed and picked up the tattered scraps of clothing scattered about and settled them around Clarice in a thin attempt at blanket. Her legs crunched softly on the soil as she turned to leave. At the dark entrance to the burrow, she glanced over one shoulder and hissed softly. All the smaller creatures under her command clambered up and out after her and into the night air. As one, she and they passed calmly away from the burrow and back to their primary lair. The gray woman had research to do.

Her limp body was dead weight. After the feeling of falling set in, she passed out instantly. A once proud witch was reduced to a whimpering mass, her abdomen covered in her sexual juices from the ravaging rape she took. She was left alone on the floor in a tattered blanket, the sound of scittering feet didn't even register to her uncounscious mind.

It wasn't until she awoke did she realize where she still was. Immediatly on guard, tensed all around, it didn't take long to realize she was by herself. With a soft groan, she starts by working on her loosened bonds that for some reason were still on. Apparently, the arachnid wanted her to stay in here and brood over what would happen.

She struggled... and struggled... and struggled, until finally her arms were free and started quick work on her legs before she was completely free. Clothes ripped on her body, she slowly ascends, or crawls, to the top of the burrow. Daylight never looked so nice. Woobly getting to her feet , she begins the hard journey back to the school. Wherever that was...

Her heart ached at knowing what was to come. But there was nothing she could do about it. The only thing she could do was possibly warn Kanoe. Maybe she could avoid a run-in with the spider woman. Doubtful as it was, she still had to make it back to the school dorms. This was going to be difficult.