"There, see? That's what a good whore sounds like." The gray woman slipped her right hand down over Kanoe's covered body and up to between her pale, smooth thighs.

"And." A single finger tapped at the witch's bared slit.
"That." Another tap, this time brushing teasingly between her lips.
"Is." Tap.
"What." Tap.
"You." Tap.
"Are."

The finger pressed sharply at her entrance and rubbed gently around the delicate flesh, then dragged itself up and settled over the young woman's tender nub. The other hand rolled and kneaded deeper at the soft flesh beneath the tattered, thin bra as one finger came up to pinch and tug at the girl's nipple. The spiders, agitated by this girl in the way of their webbing, were crawling faster back and forth beneath the edges of her torn uniform and over her exposed skin. A particularly large one, its body as wide across as a quarter, began running erratically over the girl's belly, chest, and neck, scratching her gently with its sharp, clinging feet.

Kanoe turns her head away, trying to block out the dark whispers of the woman. Her cheeks were becoming flushed as the aphrodisiac continues to wear away her defenses. The pain in her hands and wrists seemed so far away now as the metallic finger began to stroke her netherlips. Her clit was already exposed and vulnerable as the tip of the monster's finger began to rub over the quivering nub. A low moan leaves her lips. Despite this one's harsh acts, this woman knew exactly how to set her body on fire.

Her body was crawling with the spiders, their tiny legs tickling along her pale skin. As she continues to lose focus, the feeling of webs and spiders brought fear into the mix of emotions. With the woman so close and spiders everywhere, it was suffocating. She tries to not think about those pinching fingers or her throbbing tits and her thoughts about the spiders spreading their webs over her body come to surface. Kanoe did not dare open her eyes, she could not bear to look at the woman or her vile creations.

The gray woman chuckles and watches as the spiders go back to their original task and begin to entomb the witch's sides in loose, sticky web. The scratching, wandering legs scurry faster and deeper over pale skin as they move back and forth on their way to other duties. One of the horrible things brushes up over Kanoe's neck and skitters past her lips, then vanishes again into the swarm. The others, as if shown they needn't fear, begin to clamber about in her hair.

"They like you, slut. They sense a kindred spirit. Maybe I should make you one of them," Miss Steel says with a soft, dark chuckle.

The finger pressing at the girl's tender nub rubs and flicks gently at her. The other hand rolls and pulls at the soft flesh in its grasp, teasing the witch further. With each passing thud of her heart, the rubbing and pulling gains another thin amount of speed and strength, building upon itself. Yellow-green eyes glimmer and look the girl over in the dim light.

"She didn't want to see me either. Weak. You'll never get past your fears until you stare them in the face."

The taunt made her blood boil as her eyes flutter and began to open once more. The aphrodisiac left her with very little focus but she was not going to let this woman talk down to her like this, not that she could do anything to stop it. The spiders tickle her sides and head as they begin to build their webs over her body and crawl in her hair. The feeling of pleasure and lust was growing stronger, dulling her fears as her eyes begin to glaze over slightly.

"Ahhnn...Ohh..."

The witch's breasts were throbbing with her heart beat as the grey woman continues to squeeze them. Sharp gasps and moans leave her lips as tingling warm and sensation rolls from her peaks down across her chest. Juices glisten over Kanoe's netherlips as her body grew hotter. She writhes before the woman's grasp as her thighs began to quiver and rub together. The poison was melting away her resistance, leaving behind only her deepest desires.

Faster and harder the finger curls and flicks and rubs at the girl's delicate nub. That spark of anger was a wonderful flash of raw, delicious emotion to the gray woman, and she had no intention of letting it flare only the once. She leans close and runs a cool, slick tongue over Kanoe's neck and up over a cheek, catching a spider and pulling it back into her jaw. The thing makes a sickly crunching sound as she chews and swallows it, releasing a gruesome trickle of yellow ichor down her jaw.

"Oooh, brave. Ready finally to look into the heart of darkness and madness?" Steel asks, her voice lilting and teasing. "You know, you're half the slut she was. By now, she was moaning so loud, begging me. You, no, you're the quiet type, except for those pleased little pants. I bet you're enjoying this. I bet you'd be happy if I stopped just teasing and started fucking you hard."

A dark chuckle slides from her lips and fills the air of the musty room as the tip of a finger dips into the witch's entrance and stirs for a moment before returning to her hardened clit. The palm of the other hand presses suddenly hard into the soft flesh of the breast beneath it, pinning the trapped girl back and disturbing the webs again. Still the spiders scratch and tug and push at what pale skin they find, and their small feet fray the edges of the lingering fabric from the student's twice customized uniform.

Kanoe's entire body quivers as that metallic finger focused more on her throbbing nub. Her clit was quickly reacting, pulsing with heated blood as it continues to harden and erect. Every flick sent pleasure vibrating through her being. She could feel the butterflies in her stomach nearly bursting into flames as her juices flow freely down her thighs.

The witch grimaces in disgust as the creature began devouring a spider right before eyes. Fear and arousal continues to wear away at the student. Feelings of hopelessness gnaws away at will to keep fighting. It was a matter of time before she breaks. She would not be allowed to leave until the creature had succeeded in tearing her down to weak little whore that the woman claims.

Her insides shiver with anticipation as the woman's finger dips into her folds. It was quickly rewarded with a flow of nectar showing her desire to be filled. Her hips nearly follow the finger as it pulls away and returns to teasing her hardening nub. The pain in her hands was all but gone as soft moans of pleasure escape her lips. She squeaks as her breast was mashed beneathe the monster's hand and pushed into the webs once more. The spiders sent tingles across her skin as they swarm and scratch as her body.

"Nngh..j-just..ahh..get it over with!" She cries out, the mixture of emotions and poison breaking her will.

The gray woman shoves off of her prey and steps back. Her finger lingers for another moment on the witch's clit, then slips away as well. In that moment since the student's outburst, since that demand, Steel had considered a number of quick options and discarded all but this one as wasteful or too lenient.

"No," she says, bringing her wet finger to her lips and licking it clean. "YOU do not make demands. YOU do not get to choose when and how I will fuck you. YOU are not cruel enough to do what is needed to earn the power." Her lecture is punctuated with a stern glare and a sudden, sharp clap of hands directly in front of the girl's face. "But... I will give you a chance to earn the hard fucking you deserve. I am thinking of two words. One describes you, and one describes me. If you guess them both correctly, you get this." She gestures grandly to her bare crotch, where a thick shaft snapped free of her slit and stood strong out before Kanoe.

"I'll even give you two hints. First, the difference is why you're where you are while I'm where I am, and second, they both rhyme with 'itch'." The spiders didn't slow their pacing in the least, instead working over the student's now-uncovered breasts, and teasing with their legs over her nipples and past her bared slit.

Kanoe flinches as the woman claps her hands infront of the witch. Again with the lectures on cruelty. Her mind was too clouded with need to think of a response to the monster's words. Was she really too soft to become strong?

Her skin was crawling as tiny legs continue to poke and skitter up and down her body. Spiders had begun teasing her nipples and slit causing the witch to squirm desperately trying to get them off. Her struggles froze as Steel's hands part, revealing a large grey phallus growing from the monster's womanhood. Already erotic images of it impaling her dripping folds flood her mind as her glazed eyes found themselves unable to look away.

If she guesses the words correctly, she will be granted release. It was becoming so hard to think of anything besides the crawling spiders and the tension building in her loins. She just wanted it all to end soon. Long deep breaths causes her breasts to rise and fall as the spiders continue to torment her body. Kanoe barely manages to form the words necessary to answer the question.

"Witch...bitch.." She whimpers.

"Very good," says the gray woman as she steps forward again. Without pausing, her hips lower and slide back up to sharply impale Kanoe on her thick cock. The shaft drives fully into her walls in a single stroke, uncaring if she's prepared for it, and presses hard at the back of her. Embedded thus, smooth skin rubs slightly against the girl's tender nub.

Strong fingers curl into her hair and force Kanoe's head to one side before sharp, scratching teeth drag over her soft skin. As bodies crush together, spiders skitter sharply away from the meeting of flesh and dig deeper scratches over the student's skin. Hot, dry breath pours over the raw skin as Steel leans back from where she'd bit.

"Now Clarice, she is a snitch. She gave me all of her little secrets," she pants into her prey's ear. Without waiting for a response, hips slide back smoothly and quickly, robbing the girl of her fullness, then slam back forward once more, hard enough to knock the webbing loose and scatter a few smaller mechanical abominations to the floor. With one hand still holding the student by her hair, the gray woman digs her other fingers into her hips and lifts until her other foot cannot do more than scrape the floor.

"Ahhhh!"

Kanoe's mouth hung open as the monster's cock impales her body fully. Her entire body shudders in mixture of shock and pain. The witch was whimpering faintly as her head was yanked to the side. The student could not control herself anymore. A mixture of fear and arousal runs wildly through her thoughts.

Heated breaths soak into bitten neck as Kanoe's toes curl. She was not sure what the monster was talking about. What little secrets was it trying to find? Will she end up telling this monster everything as well. Her shivering inner walls were clinging tightly to the metal cock as it slides out of her body. Her thoughts shatter as the steel shaft rams all the way into her body. The relentless rough treatment hurt so much that tears began to water her eyes. She was nothing more than a rag doll to this thing. The witch gasps in pain as fingers and tiny legs dig into her soft flesh. Her entire body was shivering as she was held up off the floor.

The creature's inhuman, yellow-green eyes light up like a child on Christmas at the sight of the tears. A long, tingly gray tongue slips from her lips and presses up over Kanoe's neck, then on beyond her cheek to catch the falling bit of salt suffering.

"Mmnn. Delicious. You're so weak. When I had your little whore pinned to the wall, she begged me to stop the whole time." A hungry little chuckle slides from the gray woman's lips as her hips slide back again, much more slowly this time. "But you," she hisses, "I bet you will be begging for more soon, won't you, slut?"

The shaft slams itself into the witch again, and sharp fingernails dig at her skin. The scratching teeth return to her neck, though the spiders have fled. The webbing still tugs and teases over her flesh in tiny pinpricks as another hard thrust crushes her into the cold concrete wall and grinds her skin into the smooth surface. A feral, predatory utterance rumbles from the monster's throat as she takes another quick bite, then snaps her prey's head straight up and leans back to stare directly into her eyes with glowing yellow orbs.

"Ahhhnn! Ahhh!"

Her cries of pain and pleasure echo off the concrete walls. What was the point in begging? It was what these monsters wanted. Her shackles clang agianst the wall as she was pounded into once more. The pain causes her body to tense further no doubt bringing more pleasure to the monster as her velvety walls hug tightly around the metal cock.

The low rumble from the woman's throat sent another shiver down her body. It was unknown if this thing was going to rape her, eat her or both. She gasps weakly as teeth lightly sink into her neck. The witch would not doubt that those nails and spider may have left marks all over her pale flesh. Her uniform was practically nothing more than loose rags on her body now. She yelps suddenly in pain as she was forced to gaze at the glowing yellow eyes of her captor. Kanoe knew she should close her eyes and give up. But, she had to fight with what little she had left even as those glowing orbs seem to pierce into her very soul.

"That's right," hissed the gray woman. Her eyes glimmered and flattened in the low light as they held steady with Kanoe's. "Look at me. Look into the face of your death."

The thrusts stilled as Steel spoke. Those inhuman eyes continued to flatten in appearance until they were reflecting orbs, showing the witch her own face with a jaundiced tint and the distortion of a wide angle lens. Details came slowly into focus for the student. Her eyes, reddened and moistened with tears, stared back, as did her disheveled expression and unkempt hair. Throughout, the monster's panting slowed to steady, rhythmic, hypnotic breaths that flowed in and out of her lungs regularly. The scratching was stilled as the woman was shown herself, though gravity demanded that a loosened scrap of fabric slide over the witch's skin and flutter to the ground.

With the distraction of flesh came a change in the vision of yellow. Somehow, the eyes reflected more and more of the girl's body, showing her the stripped, violated, pale skin, coated in scratches, until the reflection settled on a clear view of a gray shaft vanishing into milky white flesh. Slowly, the gray woman withdrew again, and the image showed this, and the shaft slid into the witch once more, and she was made to watch as she was evenly fucked once more.

The student was shivering as she gazes into the monster's eyes. Too afraid to watch, too afraid to look away, Kanoe watches her defeated body through the grey woman's eyes. Sweat glistens her pale body. Firm breasts quiver with sensation and excitement as the poisons continue to keep her heavily aroused with need. Scratches damaged her once perfect skin, looking more like an abused spouse or a slave than a young student now. Then she saw it, the think grey meat that was slowly moving in and out of puffing spread lips.

Tears trickle down her cheeks, knowing larger punishments await her if she dares to look away. The beast was gentler now as the cock glides inside her tight dripping walls. Moans leave with every breath as her cheeks flush a soft pink. She watches it go in and out of her body, rewarding her body with pleasure it so desperately wanted. Kanoe's loins shudder and tense up as the monster continues to fuck her. The pain was had long faded leaving just the pure heat of sensation and pleasure rolling through her belly and between her thighs. Juices glisten off the thick rod as it continuest to trickle down both women's thighs. She was close now.

"Pl-Please..." she moans, "Don't..Don't make me watch.."

"Ahh, she can speak," the gray woman whispered, her voice a gentle breeze amidst the steady thrusts. The horrible reflection only became gently clearer in the inhuman eyes as the plea was ignored. "And she can beg. I though she was too proud for that."

Strong fingers wrapped over Kanoe's hips and dug at pale flesh. The witch was made to watch as the cock slid faster and harder into her slick walls. The pounding continued to gradually pick up speed, and the sight of hips meeting, connected by the nectar-coated shaft, grew still sharper and wider in her vision. Warm, damp breath poured across her lips from her attacker's as Miss Steel slowly leaned closer and closer to her prey. She gasped and panted hungrily in time with the steady strokes into the student's body, but her eyes and head were steady to keep the horrible vision continually held where her captive had no choice but to look.

"Don't turn away, whore. You need to see what you are." The soft whispers were turned slightly ragged by the panting mixed between the words. "You need to learn to accept your place."