As if in answer to the unspoken question, the pounding slowed. The horrible grip lessened until the pressure on the witch's pale skin was just memory and ache. With a snarl and a snap from the gray woman, the spiders fled away from the target of their ire and went back to their mechanical tasks. The shaft, still strong and hungry, slid smoothly and quickly out of Kanoe, leaving her uncomfortably empty.

"You're sorry. You're so sorry. Sorry for angering the horrible beast that's trying to show you the power of evil. You're wiser than you look when you're screaming in pained lust, whore."

The gray woman took half a step back, panting hard, and settled her hands on either side of her captive's head, over her exposed arms. Slowly and carefully, the fingers slid and kneaded at the sore muscles up unto the bound wrists. The tips of them curled under and ran lightly over Kanoe's skin, breathing a small bit of life back into them.

"Show me how sorry you are," Miss Steel said as the cuffs sprang open. She took another half-step back and let her own hands fall to her sides.

The witch fell to her knees as her wrists came free. Her wrists ached from being bound in those metal shackles for so long. The bruises on her hands still hurt but it paled in comparison with the rest of her aches and pains throughout her body. She had a brief freedom for now and Kanoe could not help but feel glad that she said something right before this creature. Saying the wrong things ended in punishment that tears at the body and mind.

She slowly looks up at the woman only to have her cloudy eyes stop at the large metallic phallus before her. The witch was in shock and wonder at the size of the thing, was this really inside her body? Juices continue to trickle down her shivering thighs as she began to crawl towards the monster. Every movement sent pain through her arms and legs but she knew she had to keep moving. The metallic woman was not one to be patient.

The painful rape did little to douse the flames the woman's poison started in her body. She could feel her loins tensing up as her inner walls twitch and contract slowly. The witch was heavily aroused and could only think of one thing to show her how sorry she was.

Her fingers wrap around the glistening cock, stroking it firmly to keep it's erection. Her mind screams to not do this. This was only proving this monster's words to be true. Was she really this hopeless and weak? She began with light kisses on the tip before running her tongue along the thick shaft. A tremble ran through her loins as the taste of the creatures precum and her own musky juices. God, she really was a whore she thought. After swirling her tongue over the tip, she lets it slide past her lips and began to suck deeply. Part of her hopes this will please the creature.

Miss Steel fixes her face with the most piteous look of contempt she can muster to mask the hunger gnawing at her heart. Her hands clench into tight fists as Kanoe crawls so pathetically up and presents her beaten body, covered in scratches and bruises, in the low light of the single bulb at the gray woman's back.

The thick shaft twitches and strains into the witch's soft hand as she strokes at it. The mingled musk of the two fills the air near the student's head, overpowering the taste of metal beneath two flavors of cum. With each soft kiss, the monstrous woman gasps and shudders, but her hands remain clenched and trembling slightly at her sides. As her cock slides into Kanoe's lips, Steel moans loudly and leans her head forward to watch. Another moment and her hand accepts her prey's apology by pressing softly at the back of her head. Betrayed for once by her own lust, the gray woman winces and abandons her attempt at demanding more, at least for now.

"That's very good, slut. You seem to be very, very sorry for what you've done. Keep sucking on me," she says with a wry twist of a grin. "Show Clarice how sorry you are."

Feeling the cold unfeeling hand resting on the back of her head, she knew there was no stopping now. The witch could only hope she would leave this room with the rest of her mind and body intact and the only way to do so was to obey for now. A twitch of her hand and a sudden intake of air reveals that her hands were still hurting with burns and bruises as they stroke along the length that was not in her mouth. She did what she could with her hands, fingers tracing along the throbbing cock as she continues to suck.

She could see the glowing eyes of the metallic woman gazing down at her, watching her work. Kanoe closes her eyes as a faint whimper escapes her. The word slut was just as painful blow as the bruises and scratches on her body. She silently apologizes to her lover Clarice for her failure to stop this vile being. The possibility of surviving this and seeing her love again was the only reason she has not completely broken down to sobs once more. Kanoe continues to slide her tongue along the bottom of the woman's cock as she swallows as much of the thick meat into her mouth as possible. Her head pulls back slowly as she takes a long deep suck of the metallic member, pulling all the way to the tip before sliding it all back into her mouth. She kept repeating the motion, keeping silent with the exception of the faint suckling sounds from her mouth.

((With Kanoe's help, I attempt to cast Raise Thread))

The gray woman trembled for a moment at the wave of delicious pain, the feeling reaching the hand on Kanoe's head and disrupting her hair slightly. Cold gray fingers slowly curled as Miss Steel's control over them slipped past her grasp. Long, black hair twined into the digits as they drug the witch's head harder back and forth over the shaft.

"That's right, little slut," Steel whispered, her words rumbling with a hint of a growl, "keep making apologies for yourself. They're such adorable little sounds."

The hand clamped tight and forced Kanoe's head hard enough on the shaft to gag her for a horrible second, then pulled away as if afraid of what it was doing. As her head came free of the shaft, it pumped twice, spurting acrid, off-yellow fluids over the student's face and neck. Gray shoulders slumped suddenly, as if dropping a weight, as Steel slouched forward until her hair hung over her face. Four heavy chains fell from the back of her vest, one end of each still attached under the gray fabric, and landed in small heaps around her feet. One gray foot slid back over the smooth concrete, disrupting the dust on the floor, in an uncomfortably leaden motion. The chains shuddered and danced up to life, crawled from the floor, and swam into the air in ragged forms. The one nearest Steel's right arm swung hard forward and coiled hungrily over Kanoe's throat, then dragged her forcibly to her feet. Behind dislodged steel-wool hair, two glowing points of sickly yellow light fixed themselves on the witch, and a low, animal growl shuddered from the shroud.

((Yay!))

Feeling the grey woman shiver, she thought it was due to how she was performing. But, the monster was just feasting off the pain that seared her palms. It mattered little as long as the metallic woman was pleased. Drool and saliva glistened the thick cock with each pass of the witch's lips. Miss Steel continued to taunt and order her to obey. Despite the horrible position, the student's body was still aroused by the creature's strange drug. It almost made the act of giving fellatio arousing if it were not for the fact who she was giving it to had caused her so much pain and agony just a moment before.

"MMPH!" Kanoe's eyes went wide as her head was jerked forward. The monsterous cock pushed into the back of her throat, blocking all air from coming through. The raven haired woman trembled as she began to choke and gag on the rod. Her throat hugged the heated shaft for those precious seconds before being jerked away. Coughing, the witch gasped for breath as the metal woman released her load all over her face. Disgusting, was the only thought she had as she tried to not swallow any of the vile stuff. Unfortunately for her, she had bigger things to worry about.

Metal chains clattered loudly against the tile floor, coming from out of Steel's body. She tried to pull away, unsure what was happening. But it was too late to run now as a cold unfeeling chain wrapped around her throat and pulled her closer. Kanoe was trapped, gasping for air as she was left gazing into those insane yellow eyes. The monster growled like a beast ready to devour her prey. Tears formed in the student's eyes as hands clutched at the chain holding her.

Ragged, growling breaths rumbled like an engine under the dark gray hair, pushing it out in small puffs. The chain around Kanoe's throat loosened slightly and readjusted itself to ensure that she wouldn't be deprived of blood or air. The end of it turned, somehow loose despite the things hold, and pressed itself into the acrid cum on the witch's cheek before forcing itself against her lips. Shudders rippled through gray shoulders as the creature lost itself further to the intoxication of its prey. Another chain slithered down across the floor, turned at a right angle, and leaped directly upwards at Kanoe's cunt. The cold, hard links drove their way inside, twisting as they went and sapping the student of warmth. The third chain went slower, crawling its way around the second as it climbed higher. One cold link wormed its way in and rubbed at Kanoe's ass, threatening to slam into her without any comfort or assistance. The fourth and final, though, sought the truest prize, the most delicious part of the prey. It hung in the air calmly as the others did their work, then reached tentatively for Kanoe's wrists, wrapping gently over one at a time and holding them gently enough that the cold pulled away some of the pain. Suddenly, it tightened and dragged at the battered skin, and a trembling, hungry roar wafted from under steel wool hair.

"Nngh!" The witch tried to clench her teeth but eventually the unfeeling cum covered chain forced itself past. She was forced to taste the vile fluid as it brought warmth to her cheeks. But concern about aphrodisics was the last thing on Kanoe's mind as the yellowed eyed creature continued to growl menacingly. "Ahhnnn!" Another cold chain lashed out, this time heading right into her moistened depths. The student whimpered as she felt the links grind against her insides. Toes curled as she whimpered and sobbed in pain. A third joined the second, slithering around the other like a snake only to break off and prod against her tight rear. "Pwease no! No more!" She begged through a mouthful of chain, afraid of this sudden change in the already crazed monster.

She remained still with the chain inside her and wrapped around her throat. Kanoe was afraid and had every right to be afraid. Her wrists were bound last. The cool metal felt nice against the burns but quickly turned to more agony as they suddenly tightened and raked across the tender flesh. "Ahhhnnn!" She cried out again, her body swaying weakly but remained standing for fear of choking herself on the chain leash. "Wh-What do you want from me!?"

"Pain," the gray creature answered in a hoarse snarl. "I want your pain. You taste like raw, red meat." The coarse hair puffed out with the words, and the chains on Kanoe's wrists tightened down.

The suffering suffused Steel's mind, clouding it with hunger and the familiar rush of energy. She panted hard and shook slightly with hands balled into tight fists as her body tried to deal with the intoxicating energy. She'd held it off too long trying to teach the student a lesson, and now it was threatening to overwhelm her. This would have to do for the final lesson, Steel supposed.

"You'll never escape here," the creature growled. "You will always be too weak. You're just meat to hang on the hooks. Beg me, little meat. Beg me to not eat you yet." Something silvery glinted under the hair where a mouth should have been and quickly resolved itself to be a row of razor-sharp, pointed teeth as the coarse tangle puffed away from the maw.

The chains inside Kanoe's mouth and cunt pressed harder at her, the former pulling back every so often to give her a chance to catch her breath and speak before threatening to gag and strangle her once more. The one at her ass, apparently feeling merciful at her begging, pulled away and curled out into the air. It turned sharply and snapped at the curve of the witch's ass, leaving a deep line of reddened marks in pale skin.

She cried out again when Steel tightened those chains. The student trembled in fear. Part of her knew it was all hopeless, that it was useless to try and fight and escape this place. But to accept something like that meant giving up everything. More pain was added a chains lashed against her bare ass, sending searing throbbing heat over the pale flesh. The other chains pushed deeper into her throat and sex, grinding against her inner walls. It was not pleasant at all as Kanoe squirmed, feeling very uncomfortable with the links sawing her insides.

The chain in her throat prevented her from breathing, making her gag more until it was pulled out. The witch sobbed, lowering her gaze though she would still be forced to see the intimidating shroud of grey hair before her. "Please!" she begged while she still had a voice to beg with, "Please don't kill me! I'll... I'll do what you want! Just please! Stop hurting me!" Kanoe felt meek before the unrelenting creature before her. What else could she do? Her magic could not destroy this thing and it seemed to feed on pain and negative emotions. There was no telling what limits these monsters had. With so many students on campus, would anyone really notice if one student suddenly disappeared forever?

"Louder!" the gray creature roared. The shiny teeth glimmered behind coarse hair. "Beg me louder!"

Hungry fingers curled into the student's hair and yanked her head back, forcing her throat more open for the strangling chain. The chains within her continued their cruel thrusts; the one at her throat seemed less inclined to let the witch speak despite its controller's commands. The lowest of the chains swung down and curled back around, slamming cold links again into the curve of the young woman's ass. Deep, red welts rose on pale skin beneath the harsh attentions with each blow.

The gray woman shuddered slightly, completely lost to the delicious pain and fear rolling off her prey. The taste of raw, red meat suffused her mind as she drank in the intoxicating power and suffering that rolled off the student in thick, heady waves. Some small part of Steel's mind tried to keep hold of the lovely product such a feast would generate, but it was hard to keep focused with such splendor in her clutches.

"You're pathetic." Sharp teeth wrapped themselves around the words, hoping the bite would transfer into sound. "You're worse than pathetic. You could have had everything. You could have won. Instead you pissed it all away on pride." Another shudder ran through Steel's body, her eyes flashed bright yellow, and she again roared, "beg!"

"Naaaaa! Ahhhhhnnn!" The witch choked on the chain as it continued to tighten despite the monster's supposed wishes. The student sobbed, squealing in pain as the chain whip snapped against her ass. Her body jolts as pain shoots up her spine. She tried to speak but the words were either choked from her or cut off by another cry of agony. The woman was crying, her heart beating hard within her throat. Was she going to die down here?

"Pl-Plea.. Ack! Please! L-Let me g-go!" She devoted everything she had to form words despite the lack of air and constant physical punishment. Even if the words did not come to her, Kanoe's lips kept moving to silently form her pleas. Each new strike upon her bare skin left a new mark of punishment. The marks all throbbed and seared in unison. Losing herself, Kanoe found herself babbling every beg possible. She promised to be good, to do what she was told. Her will continued to break down into nothing. Tears streamed her cheeks but even the blur of tears did not hide those yellow eyes staring into her soul.

"You had your chance to be good. You could have brought her to me, and it could be her here screaming and suffering, but you had to be brave and take it yourself," the gray creature hissed into its captive's ear. "Now I will have my pound of flesh, and you will have to know you could have saved yourself this."

The chain driving at Kanoe's throat slowed and slid out, hanging in the air before her mouth for a moment. The portion of it coiled around her throat tightened suddenly, stripping her of oxygen. Horrible, yellow eyes swam into her vision, as the jagged, wretched smile shone through clawing hair.

"Unless you'd like to change your mind," Steel said.

The strangling chain loosened, but the other three sped their assaults and tightened their grip on the student's battered body. The glowing eyes bore harder into the witch's soul, fueled by her fear and pain and shame.

"Bring her to me and all your pain will stop forever." The gray woman exulted in her delicious harvest.

"Urk!" Kanoe choked, her body squirming weakly in her bonds. Her vision began to tunnel and darken but glowing yellow eyes remained as bright as ever. Her hands and feet began to tingle as she began to loose sensation in them. When the chain loosened, she gasped amongst her pained whimpers. The witch wanted it to stop. She wanted to wake up in her bed again and be away from this... this thing.

The offer from when she entered this room came up again. Give up her lover and she would survive. But despite how selfish a woman Kanoe was, she would not give up her first love. Tears continued to ran down her cheeks as her body twitched from the lash and thrust of those painful chains. Her strength continued to ebb away. With how angry this creature was, refusing may very well lead her to more pain and possibly death. But, the raven haired head shook slowly from side to side. "N-No.." she choked out, "I... I won't..."

She wanted to fight back, protect her lover somehow. But her body was so battered and weary, she could not even defend herself much less someone else. Kanoe's eyes closed, expecting the worse to come soon enough. The witch silently apologized to Clarice, uncertain how much of her would be left when Miss Steel was done with her.

The gray woman laughed, the sound rumbling from deep within her body and bouncing roughly off the walls. There was the sweetest sort of fear oozing off Kanoe. The heady aroma, mingled in pain and defiance and lust, pushed the creature over the edge. Gray arms shuddered as another quaking moan blurred out the laughter. The chains inside the witch tensed and trembled in a mockery of climax, filling her throat and cunt with cold links, then withdrew lazily. The grip on Kanoe's wrists held firm as Miss Steel stepped back and brushed tangled hair from her face.

"So, you cannot be convinced. Perhaps I'll just go get her myself, then, and make you watch while I make her beg for you to save her," the gray woman said. Her voice pitched just slightly off with the effort of keeping her intoxication hidden. "How is that choice, then? You hurt her, or I'll break her. Could you do it to save her?" A crooked grin clove Steel's face.

The chain that had been striking the student's ass twitched on the floor as immediate, animal hunger warred with the patient search for despair.