The soft tapping of four long, spindly, metallic legs sounded through the walls of the dorms. From within, it would seem naught more than the slow resettling of the building as the island continues its inexorable slide to or from the ocean, or else perhaps someone stomping a floor above or below in heavy boots and a sour mood. The truth of the matter was that the gray woman was once more stalking the dorms, hunting for prey. Her spider-like legs, reaching from between her shoulders and displacing the back of her loose vest, moved carefully over the roof and held her more human feet aloft.

As she travelled, she lazily cast her mind down into the rooms beneath her in search of something interesting or different from the normal routine. She'd been so busy holding detentions of late that she'd actually grown tired of punishing and correcting the guilty. Of course, just snatching the first 'innocent' (she knew that none of the girls at the school were anything resembling pure) wouldn't do. Finding more deserving victims was apparently a difficult habit to break.

Thus it was that when something different crossed her mental gaze, she stopped and considered it more deeply. The girl held an undercurrent of anger and hate. That was something the gray woman hadn't enjoyed in awhile. She didn't even realize she was moving before she was looking through the window into Rachel's room and smiling hungrily from the darkness outside at the fiery girl. This was going to be so very much fun.

Frustration.

That was the word of the day, and the only word that crossed Rachel's mind from the torrential downpour of it that plagued her in every class she had today. Between oversleeping, being late for class, and forgetting her homework, she was frustrated and exhausted.

"Thank God for the night," she thought, seeing as it was the only time where she could be by herself, and not have to deal with the multitude of dimwitted, giddy bimboes she dealt with through the course of a single, mind-numbing day. She was tired, and in desperate need of relaxation. She didn't have class again till Monday, so she could take as much time as she needed this weekend to try to get her head on straight. She heaved an exasperated sigh, and decided to go to sleep. She slipped out of her school uniform, lobbing it into the bathroom in utter disgust.

She stood in front of the mirror, wearing only a pink pair of panties and a matching bra. It was a warm enough night, and she decided to sleep as she was. With another sigh, she flopped loudly onto the bed, passing out the instant her head touched her pillow, the only sound in the room was the wind passing through the partially open window.

Asleep already? And in such uncomfortable garb? This was shaping up intriguingly. The gray woman pushed the already open window fully apart, then slid silently through it and into the room. Her bare feet settled onto the floor of the room, then her four long limbs curled in through it and gently shut it behind herself.

On those four long limbs, she glided silently over to the bed and hovered over her chosen prey. She licked her lips in anticipation and thought and crouched down. She was a moment away from leaping on the girl and awakening her before she stopped and tugged the tight shorts away from her crotch. Might as well get this out of the way now, while she had a quiet moment, she figured.

Once she was ready, she pounced forward and down, landing over Rachel on all fours with the spidery limbs splayed out behind her. A twisted, hungry grin was splitting the gray woman's lips, and her inhuman eyes glimmered softly in the pale light.

Rachel jerked awake suddenly as she felt her bed shift violently, but was still quite in a daze. She rubbed her tired eyes gingerly until everything came into focus.......and that.....thing standing over her became clear. Within seconds, she let out a blood-curdling scream at the top of her lungs, and swung a punch at the creature's face, hoping for the best, expecting the worst.

The blow connected solidly with the gray woman's jaw, crushing flesh into bone. Her head spun to the side a quarter turn, then snapped back to stare once more down at Rachel. A soft shudder of bliss ran over the creature's spine with the lingering pain of being hit.

"Fiesty!" said Miss Steel, her smile tinged with the faintest hint of yellow blood. "Hit me again."

Rachel couldn't believe what she was seeing! She had punched this creature as hard as she had ever punched anything, and here it was, laughing at her! She glanced around quickly, the creature's taunting words building the fire inside her. She chuckled lightly, and quickly reached out to the left and grabbed her lamp, swinging it as hard as possible, smashing it to bits against her assailant's head.

The gray woman didn't even attempt to dodge the attack. The lamp shattered and scratched a series of thin gashes across her face, releasing a trickle of yellow, tinny blood over her cheek. The grin on her face faded dumbly for a moment, and she looked like she might tip over, but her arms restabilized themselves, and a hungry moan of lust poured from her lips.

"Oh, wonderful! So violent! So angry! Again!" The creature's eyes were alight, and she was nearly pleading with her happy words.

"This is utter madness!" she thought, seeing her attacker grinning after suffering such severe injury. She couldn't understand what force of nature allowed this thing to remain alive, let alone upright and, wierdly enough, almost turned on by the horrified attempts at defense Rachel was offering up. Rachel noticed the blood trickling from the several lacerations to the creatures face, and in a last desperate attempt, threw a devastating headbutt with every bit of speed and power she could muster, hoping that with the blood loss and concussion the creature was sure to have sustained, this might just do the trick.

There was a strange, horrible little pop as Miss Steel's nose broke. She screamed and shuddered with eyes clenched in obvious lust. Something warm and white pressed from the hem of her shorts, stretched over what looked like a hardened shaft, and clung to the gray fabric. Her arms gave out, followed by the four legs set as back up supports, and the gray woman crumpled down onto the bed and the girl beneath with a spent sigh.

"Okay. Okay. Your turn now," she said between heavy breaths, spilling cool air out around her lukewarm skin and onto Rachel.

Rachel shrieked as the vile being collapsed, and she quickly fought to move her legs out of the way. Inside, she felt a great deal of pride in dropping such a demon, but the look on it's face told a different story. It was then that she saw it, the hardened phallus poking through the creature's attire, and she gasped at the sight of it. Many things ran through Rachel's mind as she stared at the gray woman, trying to figure out her next move, despite herself being wobbly from the previous headbutt.

The demon's words struck a nerve with Rachel, making her stop her thought processes and ponder what that meant; her turn? She thought that over as the cool breeze of the creature's breath enveloped her, sending a disconcerting chill down her spine.

"Yes... You made me feel so good," Steel said as her four long limbs regained themselves and pulled her slightly up. Yellow-green eyes glimmered in the dimmed light of the room, and white, sharp teeth grinned down at Rachel. "Now I'll make you feel good!"

Strong hands grabbed at the girl and squeezed briefly at her flesh. The shorts came undone on their own, and the shaft sprang free to land softly against Rachel's skin. The gray woman snatched again for her prey, this time intent on taking a hold of her knees of thighs and forcing them crudely open. The chilling creature licked her lips and panted harder against the girl hungrily.

"Eww you sick wierdo!" Rachel exclaimed loudly, completely disgusted by the mere thought that this creature was getting her jollies out of the physical punishment that she had just attempted to hand out. She looked around nervously, trying not only to find another blunt object to strike the demon with, but to avoid the glaring eyes that were pouring down on her. But her focus was short lived as the gray woman seized her quickly. She thrashed violently as she felt the cold grip of the spider-woman upon her bare legs, trying as hard as possible.

"You aren't gonna get away with anything in here tonight!" She shouted, trying to kick Steel in the head. It was then that Rachel felt the shaft of the demon touch her skin, and she screamed loudly. The screaming was soon replaced by shivers as she felt the cold, icy breath of the beast upon her flesh, giving her goosebumps, and making her nipples poke up through the soft fabric of her bra.

"I am going to get away with everything, whore. What are you going to do to stop me?" She didn't even flinch as the kick fell against her side, and her long spidery limbs pressed the gray woman closer and tighter against her prey.

The chill of her dug gradually deeper into Rachel as Miss Steel shoved hard fingers into the student's legs and forced them wider. The hard, cold shaft rubbed teasingly at her entrance, and a long tongue slid out to curl and run along her neck and jaw for a moment. It left a line of what felt like ice water over her skin, which was made all the worse by the cold breath that followed.

"Besides, look at you, clearly excited. You body is begging for it. Just accept your place in this and it will go better for you," hissed the creature as the head of the shaft, still leaking uncomfortably warm seed, pressed slowly into her entrance.

While she had thought it a good idea at first, Rachel was now coming to the awful conclusion that violence probably was not going to solve this problem. She tried to think, but was cut off as she felt the creature forcefully spread her legs open, it's dripping shaft pressing against her sex. This also wasn't helped by the demon's tongue, now caressing her neck, it's frigid saliva only working to make her wet, and cause her nipples to stand firm.

Rachel wanted to get out of this, but with no other options, violence was the unfortunate choice she would have to continue to make, hoping that something good might come of it. So she thrashed, harder than ever, trying to punch the spiderwoman's member away, but to no avail.

"PLEASE! YOU CAN'T DO THIS!" Rachel screamed, as she winced, feeling the thick erection slide into her now moist vagina, it's warm fluid spilling out into her.

"Let me try to explain this to you so you'll understand. I can do whatever I want to you. You," Steel said, accentuating her point by thrusting suddenly at the girl beneath her, "are the frightened little schoolgirl, and I," she continued, again slamming up into Rachel at the sharper word, "am the horrible beast, come to defile you."

Strong hands shoved the girl tight down into the mattress and sheets as her captor crudely pumped into her. Hungry, predatory sounds seeped from the gray creature's lips as she worked herself against her prey. The four long, spidery limbs shifted and readjusted themselves continually, clicking against the bed and the walls and the floor and even briefly at the ceiling. She wanted more anger, or fear, or pain from the student. She wanted to collapse all of Rachel's emotions and siphon them out the way a spider would the liquefied innards of its prey.