The gray spider was still for a long moment with her hand outstretched towards her new companion. After another beat of silence, the fingers, now warm, slid up and cupped Rachel's cheek to guide her into a soft kiss.

"Next door. Let's go see how she sleeps, shall we?" The taller monster grinned and slipped away to the window again, still open from when she sprung in after her prey.

Carefully, she stepped out onto the ledge and settled her gripping feet onto the smooth external wall, then turned back to gesture welcomingly to Rachel. Up off the ground as they were, the blue creature would need the grip of her new legs to be steady, but new instincts were forming in her darkened mind to instruct her in the proper use of them.

The next window over was darkened as the student within slept peacefully, if somewhat lightly. Her blankets were bundled tight around her small, soft frame for comfort, and long, black hair spilled between the sheets. Her right arm held at an odd angle, such that the wrist was held near to the bedpost. Around the wrist was wrapped a wide, flat bit of fabric she'd scavenged from the quilting circle she attended, with the other end binding her to the frame such that she would always face the door. Three years she'd spent shackled to another bed, and now she couldn't sleep unless her hand was bound and she was facing the door.

In the cold night, Miss Steel was making room for her apprentice to be first through the window.

Rachel followed her new mentor out the window and along the wall, the cool night air feeling pleasant against her bare flesh. Scared of falling, she clung tightly to the wall, still not used to the clawed legs she now had supporting her.

Rachel looked in the window where Miss Steel had stopped, and saw the young student, sleeping in what had to be the most awkward-looking position she'd seen in her life.

"No, wait! We can't do this, it isn't right!" Rachel pleaded quietly, still trying to deny that this was real. But looking in one the girl, so prone, such an easy target, she felt a sinister urge pushing at her from the newly awoken demon side of herself. She quietly creeped into the room and looked down upon what was to apparently be her victim. Her mind begged and pleaded with itself not to do anything, but her body told a different story, as a wierd sense of arousal washed over her.

The softest clicking sound signaled the four long limbs pulling the gray woman into the room behind Rachel.

"It's the most right thing in the world, my student. She's prey, a little sleeping fly, and you're a predator, a beautiful spider. Take her."

The gray woman settled herself up in a corner where the ceiling met the wall to watch. Beneath her, on the small bed, the same design as the one Rachel had been sleeping in only an hour ago, the bound student stirred slightly and rolled over onto her back. Diane's hand pulled slightly at the piece of fabric holding it, and she murmured something unintelligible as her dark hair crumpled between her head and the pillow. Her free hand pushed at the sheet covering her with irritation, exposing that she was sleeping in a loose shirt and, apparently, nothing else. The girl was helpless, completely and perfectly, and wholly unsuspecting of the attack that was hovering above her.

"Wait! Please, I can't do this!" Rachel pleaded with the demon still trying to force the reality of the situation out of her mind. But even as she feverishly attempted to shake the illusion she thought she was having, her attention started to be drawn toward the prone body of the young student before. Rachel stared at the girl's supple body, and immediately she felt her mind begin to fog over, and a dark feeling of lust washed over her as the demon within her started to gain control. Before she could even realize what she was doing, she reached out and gently caressed the young girl's face with a frigid hand, the softness of the skin beneath her fingers sending a twinge of pleasure down her spine. Rachel was so enthralled by the beauty before her that she didn't even notice a peculiar swelling in her new abdomen.

The gray woman maintained her peaceful presence on the ceiling, simply watching, despite Rachel's complaint. Diane shivered and pulled away from the cold fingers with a soft whimper. Her eyes opened slightly and slowly as she was roused from her sleep. With a slight groan, she looked up to find the source of the disturbance. Her eyes fluttered for a moment as she pulled an arm up to cover her face irritably.

"I'll shower later," she grumbled, half awake, then froze as her mind came up to a proper level of consciousness. Her arm slid away from her face, and her dark eyes widened with fear at the sight of the blue, cold spider before her.

"Wh- what's going on? Who are you? What do you want?" With an amazingly level head, Diane began carefully tugging at the flat strip of cloth on her wrist and reached out to it to attempt and undo it. Unfortunately, the fear gripping her heart caused her hand to flutter and tremble far too hard to work even the simple knot she'd bound herself with.

Rachel knew deep down inside that they shouldn't be here, but something even deeper screamed for her to press on, and enjoy this new found sense of power that came with causing the pitiful, weak populace of this school such fear.

"Oh my! Aren't you a lovely one!" she found herself saying aloud, and gasped in shock at the tone in which she said it. "Oh my god, I'm getting turned on by this!" She thought to herself, feeling her body relax as she gave in more to the burning desires that were starting to overcome her. "I just want to be your friend, that's all....."

Diane cringed slightly at the blue girl's words, then let out a nervous little titter of a laugh.

"Heh. Heheh. Fr-friend? C-could-d y-you un... untie me?" The girl tugged slightly at her restraint and carefully drew her hand back, fingers fluttering like twigs in the wind. "I, um, think I messed it up."

Large, terrified eyes watched Rachel closely, waiting for some indication of an attack that the student could do nothing to prevent. What bothered Diane the most was that she realized this, realized just how helpless she was, and yet her mind wouldn't stop analyzing every little twitch of Rachel's to find some chance at escape.

Hidden from the unlucky girl's eyes, Miss Steel kept her place silently. Without moving her lips, she whispered words directly into her protege's mind.

Stupid girl like her is begging for it. Make her scream.

As Rachel watched the innocent woman struggle with her rather slipshod bindings, she felt her lust grow stronger, forming itself into a overpowering hunger; she was losing control of this new part of her, and felt her sanity starting to slip away.

"Oh yeah! Sure! I mean, I could untie you, but where on Earth would be the fun in that!" Rachel said with a chuckle, an almost demented grin spreading over her face as she decided now might be a good time to embrace the darkness within her. With a lunge, Rachel powered herself on top of the unsuspecting girl, one hand holding her victim down by her chest, the other caressing her abdomen, feeling for any sort of opening to pleasure herself. After some brief reaching, she found what she figured resembled a vagina, and started rubbing herself lightly.

"Oh, I think this is going to be quite enjoyable for both of us," she said. She glanced at her captive, and a new thought washed through her mind, "How wonderful it would be to fuck this tasty bitch, right here, right now." It was then that she felt it, her body was able to adapt to whatever "mood" she was in at the current moment, as she felt her clitoris start to push out away from her vagina, soon growing into a massive cock. She stared down at it in disbelief, her old mind regaining some control in utter shock. She pulled her hand away from her newly formed member, and licked a bit of pre-cum off of it, smiling. "Oh quite enjoyable indeed!"

Diane's eyes went wide as saucers at the sudden pressure from the spider. She shook her head quickly and squirmed against the strong hand pinning her against the mattress.

"No! No! Please! Not this," she pleaded as tears welled in her eyes. "Not again."

She sniffled once and turned down to follow where Rachel's other hand had gone with her eyes. The sudden appearance of the shaft drew a scream from the girl, and her small body thrashed hard between the bond at her wrist, the hand at her chest, and the spider's abdomen. Writhing there, her nightshirt bunched up over loose breasts and slid away from a neatly trimmed patch of hair over a pink slit. Diane seemed to have no heed for what she was doing to her clothing. All her careful attempt to keep herself calm had come down to this panic and fear at being violated again.

Rachel's eyes peered down on the helpless young girl as she listened to her screams and pleas, yet strangely, she felt no pity, no mercy. The screams of her victim left Rachel feeling stronger, and that fear that eminated off this girl only proved to make her feel even stronger feelings of hungering lust.

"Why are you so scared?" Rachel asked sarcastically, and as she did so, the new feeling inside her started to manifest themselves in her voice, causing it to become deeper, more demonically seductive. "I think you're going to enjoy this night a lot more than you let on!" Not wasting another moment, Rachel reached out and, with one swift motion, ripped the top harshly from the student's body, revealing her soft, supple breats. With a grin, she leaned in closed, and gently carressed the girl's left nipple with her tongue, the feeling of ice cold tongue mixed with the icy grip of Rachel's hands, and she marveled at how quickly the young student's nipples perked right up.

"I'm sure that by the end of this," Rachel said, a sick, demented smile crossing her face as all decency and sanity was lost, "You are going to be begging for more!"

The girl whimpered, but her thrashing melted into a soft little wriggling under Rachel's hold and control. The strange creature's words caused her to sob once as she shook her head from side to side.

"Please," she panted, "please don't. I'm sorry. Wh-whatever I did, I won't do it again, I promise. I'm sorry."

The student, stripped now, grabbed the headboard tightly with her hands and tried to slowly writhe herself out from beneath the spider but to no avail. Instead, the sheets bunched up and away from her skin, exposing her to the cool air and the frigid monster lapping so terrifyingly wonderfully at her tender breast. Diane knew what was coming, knew that she should have been clawing at the blue woman's eyes and screaming at the top of her lungs, but she also knew it wouldn't do her any good. Instead, she just muttered her apology softly over and over.

"I'm sorry," she whispered. "Please. I'm sorry."

Above, removed, the gray woman grinned hungrily as she watched. That shift in tone was promising. All of Rachel's hate seemed to be wonderful fuel for this dark lust, and already she'd forgotten so much of her humanity. Miss Steel was most pleased with this potential apprentice.

"What have you done to be apologizing for? You haven't done anything to me at least." Rachel said, taunting her victim's vain attempts to pry mercy from her steadfast assailant. "Oh, how I wish you would just relax and allow yourself to enjoy this pleasure as much as I'm going to. Besides, you won't be able to hide it much longer."

Rachel proceeded to slide her tongue slowly away from the student's breasts, down her flat stomach, and rested it gently just above her clitoris. With an icy glare, Rachel gazed into the frightened girl's eyes, reading the fear that was clearly written all over her. This sense of fear only served to fuel the spidergirl, as her enormous cock throbbed, longing for affection. This caught Rachel's attention almost immediately, and she pondered how she had come across this ability of hers.

"This certainly is an amazing trick I've learned," Rachel quietly addressing both her target and her mentor, astonished at how responsive this new appendage was. "I wonder what other abilities I have?"

The gray woman swore foully under her breath, but Diane either didn't hear or didn't dare remove her focus from the creature directly in front of her.

You can whisper to her, or anyone, the way I'm whispering to you now, Miss Steel gently said directly into her new student's mind. Just think the words at them. You'll know if it works because you'll 'hear' it. Additionally, your body will reshape itself to your whims, albeit within limits. That's where the shaft came from. Most importantly, that means you can make your new legs more accommodating. There's more, but it's not important until we're done here.

Throughout the silent description, the girl beneath Rachel merely whimpered softly and slowly curled herself tight and small. Her knees pressed defensively together, and her free arm pressed against one cold breast as she balled a fist against her lips. She trembled still, but she wasn't going to violently fight something that would crush her for the attempt.