There was little Rachel could do now. She saw that, and she knew that this creature wasn't going to make the mistake of letting her fight back a second time. The beast was taunting her now, it knew exactly what it came for, and was now 100% in control of the situation.

Rachel screamed in agony, the demon emphasizing her tirade with deep, violent thrusts of it's shaft into her vagina. Words alone could not describe the pain Rachel felt as the creature's strong cock pounded relentlessly into her. The pressure of the spider pushing her further into her bed and the overwhelming pain from the continued torture finally proved to be too much for the ever resilient girl, as Rachel started to panic, her body thrashing about of its own free will. The only thing in the room louder than the spider's legs clattering off everything was Rachel's hysterical sobbing as she wept openly, trying desperately to fight the beast off of her.

"Fight," hissed the creature as those chilling fingers forced harder onto her prey's legs to pin the student down. Yellow blood welled at the deeper scratches, marring under Rachel's fingernails, as the mattress was harder ground into her back and ass. The cock pounded harder and deeper into the screaming girl as the cold woman shoved her shoulders down to meet the student's.

"Cry," she hissed again, a stream of cool air running down the side of Rachel's neck. A long, cold, wet tongue slid out of gray lips and ran slowly up her soft skin, leaving behind a chilling, slimy trail. The tip of the tongue ran up over one cheek and collected a falling tear before the gray woman chuckled and grinned hungrily down at the student.

Rachel shuddered violently underneath the icy grip of her captor, both from the cold, and the rising pleasure she was feeling, as her pain was intermingled with it. She did an excellent job of hiding it, however, as her determination to get free was vastly overriding the growing desire.

The creature's frigid breath played horrible tricks on her meanwhile, causing her already firm nipples to become rock hard instantly. She was fighting to free herself as the demon leaned down close to her and started to lick her. Rachel was now afraid for her life, fearing the beast would eat her, and she grabbed a chunk of its hair and tried to somehow build leverage to throw her assailant from her.

The gray woman cried out sharply as her hair was pulled, her eyes aflame with lust and hunger and a glimmer of rage.

"What's this? Some real fight still in you?" Her head followed the guiding tug of Rachel's hand enough to keep the cold tongue away from the girl. The thrusts immediately stopped with the shaft half-buried in Rachel. It trembled slightly with anticipation but otherwise held steady, cold, and solid.

"Tell me something, slut, would you kill me if it saved you a moment of suffering?" Slowly, the creature bent forward, ripping her own hair from her scalp to do so, and stared down into the student's face. Pure white teeth shone sharply in Steel's mouth as she grinned maliciously at her prey, and that gray tongue slid slowly along matching lips.

"Is there enough hate in you to make a murderer?"

Rachel gazed up at the creature, a feeling of fear washing over her as the beast glared down upon her threateningly. The question posed by her captor was one of intent it seemed, not of ability. This beast sounded like it wanted her to say yes, and Rachel couldn't deny it. She wanted to rid this island of at least one of its predators. She wanted to personally destroy the demon that was now forceably having it's way with her. But by that same token, she contemplated not only what manner of beast this was, but by its ability of open vocal communication, its origin.

"You've posed me with quite a conundrom here." Rachel replied with a slight smirk. She felt that if she could keep her assailant talking, she might be able to come up with some sort of an exit strategy.


"You ask me if I could be capable of murdering you? Well from my standpoint, you have two strikes against you. First of all, being that you are assaulting me, I would have no qualms about slaying you in self-defense. Secondly, by my definition, murder is the act of one human being killing another, so I fail to see where you qualify. So at which point in all this should I feel concern about ending your miserable existence?"

"Who said anything about murdering me? Oh no, no no, there's no way you'd ever achieve that," Steel hissed as she pressed close to the girl again in a sort of terrible parlay. "No, I was thinking of your definition. And why should we limit ourselves to murder, hm?" Yellow-green eyes, slit vertically and wide in the dim light, shone hungrily down at the girl. "Maybe you're just a fighter. Maybe you're just a thief. You're certainly not a liar."

Slow, short rocking began again in the spidery creature's hips as she bent down to kiss Rachel almost lovingly on the neck. The stuttering motions of the legs had stopped sharply at the pull of hair, and now all four feet returned to the carpet beside her bed to form an impromptu sort of webbing, or cage, with which to ensnare the student. At the center of the snare hung the gray woman, her vest fallen open to reveal coal-black and -hard nipples, her hair a scattered, wiry mess spilling down her right shoulder and scratching at Rachel's skin.

"Or maybe," she panted, stilling the thrusts once more, "just maybe, you're more like me than you think. Maybe your blend of hate makes you a rapist."

"Surely you can't be serious." Rachel scoffed, finding amusement in her assailant's accusations. "You think that I would stoop so low as to be a rapist? And here I thought maybe you had some sensability unlike the rest of the foul beasts on this island.".

Rachel cringed a bit, feeling the creature's shaft moving inside her again, and she glanced off to the side trying to avoid the piercing gaze of the monster. It was then that she saw it. A broken fragment the lamp she had introduced to the beast's skull lay within reach. Hoping for the best, Rachel grabbed the shard and twisted it to stab her captor, but a sudden hard thrust from the demon caused Rachel to lose her grasp on her newly found weapon, slicing her hand and sending it careening just past Steel's face. Rachel let out a shriek of agony, as she saw blood start running down her hand from the nasty wound.

The gray woman pounced upon the wound with both her arms, releasing her hold on Rachel. Once the bleeding hand was pinned down, Steel turned back and grinned mischievously at the student.

"So you'd rather let your hate go to waste? You'd rather just carve yourself apart trying to escape being the eternal victim? There's another way, girl."

One hand slipped away and a finger vanished into the monster's lips. She bit and tore sharply at it, releasing a fresh bit of blood to pool up along her finger.

"Say 'please' and I'll set you free, Rachel. Just one word, and you won't have to suffer any more. One word, and all your hate can find its purpose. One word, and I'll stop hurting you."

The inhuman eyes were calm, no longer intense and threatening. The bleeding finger slid slowly over above the girl's palm. Yellow blood, clinging to gray skin, held over the crimson wound, waiting for the girl's response.

Rachel winced in pain as the woman dove onto her injured hand. She tried reach up to fight with free arm, but the pain in her hand and exhaustion from the enduring struggle prevented her from doing so. She hardly had time to notice the beast inflict a wound upon itself before she started feel her hand go numb.

Rachel's attention, however, was now being drawn towards something else. She wasn't sure if she had heard correctly, but it sounded like this demon was actually going to show mercy and release her! It sounded way too easy, she thought, but after what had to have been a good hour of fighting in the darkness, she had had enough.

With a murmured hesitation, Rachel softly said, "Pl-Please, stop hurting me and let me go. I've had enough of this fighting, just do what you must and let me rest." Rachel then turned her head and looked at her injured hand, the sooner she was free, the sooner should address the rather deep gash she had unwittingly incurred upon herself.

"No rest. Not yet. But I can stop hurting you, and you did say 'please'."

The wounded finger met the wounded palm, and yellow blood touched red. The two mingled into a soft, swirling orange, and a soothing, numbing cold ran into the gash in Rachel's hand. The cold climbed quickly up her arm, and, as it passed, it tinged her skin an unhealthy shade of blue.

The gray woman sprung completely away from the student the moment the new blood reached the girl's shoulder. The four feet each clicked once on the ceiling, digging in with thousands of tiny hairs and the claw at the end of each of them, and pulled the monster away from her prey. By the time yellow-green eyes settled once more on Rachel, the cold had reached her heart.

That's when the changes started taking hold. With the pump behind the corruption, the stuff coursed through her arteries out to every point on the student's body, and the cold and color pervaded her. In the third heartbeat, it bounced in her feet through to her veins. The cold there became pain, wracking pains, and a crushing of muscles to force her legs together. Her skin there began to change, her legs fused together, and everything below her pelvis was warped into something different.

Thin web trickled from above, sliding from Steel's fingertips, and grazed the new carapace forming to help it harden. Soft, arcane, terrible words escaped the cold creature's lips to encourage the transformation in its final stages.

"Wait! What are you...?" Rachel protested, but it was too late. She felt a burning sensation as the demon pressed it's finger into her injured hand, and almost instantly, her hand went numb. Rachel looked on in horror as her hand turned a sickening blue hue, and started screaming as the color creeped up her arm, the numbness following it.

"Wh-wh-what's happening to me?!" Rachel exclaimed, as the beast suddenly sprang off of her, and left her on her bed alone. She was just about to jump to her feet to protest, but the coldness of whatever was coursing through her veins hit her hard, stopping her dead, and she gasped as it caught her breath, causing her entire body to seize up for a moment, before she fell back against the bed, unable to move. All she could do was watch as she saw the blue color spread down her legs, and she felt the cold feeling washing over her face as she saw her nose turn blue in front of her. The numbness, however, didn't last very long, as she felt an agonizing pain in her legs. She propped herself up just enough to see what was happening, and screamed as she saw and felt her legs snapping and contorting, fusing into one solid mass. She tried to move her legs apart but found that the whole mass moved as one. She was so completely stunned that she barely noticed the spider woman wrapping them in webbing. All she could do was press her face into her hands, the cold feeling that greeted her causing her to sob hysterically.

In the back of her mind, she could hear something calling out to her......

The gray woman sat still, a patient, unmoving spider, and watched her horrible creation, her wondrous work of art, sob herself hoarse.

You're free now, Rachel. Words were whispered directly into the transformed student's mind while her carapace finished forming over what was formerly her legs. You can stop the others from hurting you, not that they will, now. We don't do that to our own kind. Slowly, carefully, Miss Steel slunk down to stand at the foot of the bed. Her eyes were soft and worried as she looked the spider-girl over, gripping one arm with her other hand somewhat nervously. You're stronger than you've ever been. You can do anything you want. Come. You're probably hungry. We shall go get you fed.

The change was complete, and where once there was a young woman, there was now an abomination against nature, albeit a rather comely one. The gray woman felt a bit of stirring in her chest which she shoved away. Raping the spider immediately after creating her would ruin the whole intent. Still, Steel strode up to the side of the bed and laid one soft hand on Rachel's head.

"It's time to get up."

Rachel's body screamed out in agony, and then suddenly, there was nothing, no pain, no joy, just numbness. As she struggled to regain her composure, she peered down towards her abdomen, and gasped in horrified shock. She saw legs, a lot of them, and she found that she was in complete control of them, and she had to fight to keep herself from wretching at the sight of it.

But now there was a new issue, this nagging voice in her got louder. Soon she found herself arguing with it, almost yelling at it. "What do you mean? This is all a mistake, I'm nothing like you!" she thought, trying to force the voice and the feelings attached to it from her mind.

It was then that she felt a hand on her arm, and she snapped out of her thoughts to see the demon staring down at her, looking worried in an almost motherly sort of way. Rachel pulled herself away from her tormentor, trying to move her new limbs the best she could.

"Stay away from me!" Rachel screamed, trying to swat away the spider's hand. "What have you done to me?!"

"I told you, I set you free." The gray woman folded her hands calmly in front of herself as the four long legs of her back curled up and settled out of the way. "This place is no longer your prison. Now it is your buffet." A dark, slightly sadistic grin marred the maternal concern written on Steel's face. "You said 'please', after all, and I did keep my end of the bargain. No more hurting for you. No more suffering. Your hatred is free now, free to lash out and actually strike."

Slowly, calmly, and carefully did the gray creature stride around the room, circling towards Rachel. Yellow-green eyes considered and weighed her new shape curiously, as a sculptor inspects a finished piece before declaring it complete. One long gray leg reached out and gently grazed the raven-black shell above Rachel's new legs, then slid away as Steel offered out a hand towards the newly-made spider.

"Come now. You don't have to be afraid any more. Let's get you your first meal."

Rachel stared blankly at Steel as she pace the room, but didn't say anything. The biting words the spider offered her did little to assuage the anguish she felt at this moment. Her whole life had been stripped from her; her friends, her appearance, and slowly, her sanity. Rachel listened intently as she was being scrutinized, hearing the voice of her creator and the voice of the demon now festering within her calling out to her, offering a new life. Try as she might to force these thoughts from her mind, she couldn't help but find herself getting aroused at the thought of the nubile young students that she would soon feast upon. Little was she aware that this arousal showed vividly on her pale-blue face as she tried to shake these insidious feelings from her mind.