[Arachnophobia Warning: If you have a type of arachnophobia, I highly suggest that you do not continue with this story.  Thank you and happy reading.]

*** Silkwood, Central Forest ***

**October 31**

There was no denying that there was something about the forest their city was founded near that was different from other forests.  Largely divided up into five sections by the five main rivers flowing into and out of Central Lake, the southwestern section between Little Creek River and Westwood River was where many large, thick hardwood trees grew.  While not as dense with foliage and flora as Woodstock or Nature’s Market, it was a habitat in which the silk-weaving incests gathered in unusual numbers.  However, that didn’t make the Silkwood ‘magical’ or ‘haunted’ like their parents told them, it made it absolutely creepy and nasty.

Clinging to each other as their group slowly made their way through the bug-ridden, chilly woods, the three blondes that had organized this party-crashing group were at their wits ends.  They didn’t even know there were roads that weren’t paved, so their butts were sore from the drive as deep into the forest as they could get before having to hike through the wilderness.  There were so many spider webs all over this part of the forest too, so they had the boys they brought along clearing the path but it was making them move slower.  It was getting darker too, and fast, making it difficult to walk.

“Ugh!  Like, whose bright idea was it to do this in the woods?”  One of the blondes asked, checking her phone to check the time.

“That loser, Thomas.”  Another blonde said, swapping a low-hanging branch out of her face.  “Reggy would have thought of something better.  Like renting out a fancy cafe, or a rooftop gala.”

“Totally!  Only a creepy loner loser would think of throwing a party in a place with no A/C or catering.”  The third blonde of the group said, ducking under a tree that had toppled over the path they were following.  “And there are so many bugs, like can we get an exterminator out here or something?”

Extending a hand back to her to pull her up a small elevation, the skinniest of the three boys in their group chuckled a bit.  “Fumigate the entire forest?  Good one, Bonnie.”

While she accepted his help, the blonde narrowed her eyes at him.  “I wasn’t joking, Roy.”  She said harshly.

“Then that just makes you look more like an idiot.”  One of the other girls, who had short white hair and red-tinted eyes, said as she reached up to the blonde-haired boy to help her up as well.  “Are you going to complain about getting wet if you jump in the water too?”

Glaring back at the girl but saying nothing, Bonnie was going to follow after her friends when she walked face-first into a spider web.  “Eww!  Gross.  It’s in my hair!”  Rubbing her face to get the silky mess off, she quickly reached into her purse and pulled out a compact to check her makeup.  “Why are there so many spider webs everywhere!?”  She screamed in frustration.

“Calm down, Bonbon.  It’s not like the boys are looking at your face anyway.”  One of her blonde friends teased, hugging her from behind and groping the girl’s well-developed chest.  “Just look at Laura, you think a hunk like Todd is dating her for her face?”  She added, whispering as she motioned toward the pink-haired starting goaltending as he helped a chubbier girl with black hair up the incline.  “I bet he put his face in her huge tits more than he’s kissed her.”

Taking a deep breath to calm down, Bonnie pulled out a couple wipes from her purse to at least get rid of the smears of her makeup.  “You can let go of my boobs anytime, Steph.”

“I know.”  The blonde replied but didn’t release her hold.

“Still, Bonnie’s right about all these webs getting in the way,” the other, skinny blonde girl said, turning on her phone’s flashlight as the sun began to set.

“I mean… it’s called ‘Silkwood’ for a reason.”  The black-haired boy in the group said, following her lead and turning on a flashlight.  Looking around, almost every tree had webs that glimmered as the light passed over them, with a few showing the bolder of the arachnids that had spun them.

Picking up a sizeable stick from the ground as daintily as she could, the blonde held it out to him.  “No shit, Alan.  Just clear the way for us.  Todd and Roy will handle the sides and the rest of us will stay in the middle.  I want to get to the lake fast.”

“Then you could at least contribute more than just using your mouth, Lois.”  A girl with blue hair and a more athletic build than the rest said, grabbing the stick from the blonde.  “The boys are already doing all the heavy lifting.  The least you could do is whack a couple webs down.”

“Yeah, and get all sweaty before we get there?  No thank you.”  Lois scoffed.  “The only sweating I’m doing tonight is going to be under Reggy.”

Rolling her eyes as she moved passed the selfish teen, the bluette cleared away some webs and ventured deeper into the forest.

After several more minutes of walking and trail-making, everyone in the group had a light source to help illuminate the woods as the thick canopy served to block out what little light from the sun was left.  The number of webs in their way okay seemed to increase and grow bigger and thicker as they went, with the spiders themselves scurrying around the branches to avoid their sticks.

Tossing away his current, silk-wrapped branch and picking up another, Alan wiped the sweat from his brow as he cleared away another web, this one with a spider as big as the palm of his hand sitting on it.  “Okay, yeah.  This is getting ridiculous.  How much further do we have to go?”

“Beats me.  Another fifteen minutes?  A half-hour?  It’s not like we can get a signal out here.”  Todd said, menacing some larger spiders into retreating as he smacked the branches they were on.

Heaving a drawn-out sigh, the blue-haired girl rested a hand on a thick tree trunk to catch her breath.  “Seriously, nobody thought to bring a ma-”

Freezing as a slight breeze blew through, rustling the leaves above, a sound that didn’t belong drifted under the wind.  The melody of a girl humming a slow, somber tone from out in the woods caught all of their attention.  Hauntingly beautiful, without a word everyone looked around for the source of the voice, but the sun had set by now and the shadows from all the foliage obscured more than their lights revealed.

The girls in the center of the group huddled closer together as the humming got just loud enough to not be competing with the gentle breeze.  Then, fading with the wind, the voice vanishes as subtly as it appeared.

“The fuck was that!?”  Alan asked, backing up into the group as they all huddled together.  “Wh-Who’s there!?”  Shining his flashlight around, looking for any sign of the unseen woman, all he revealed were more webs, shadows, and spiders.

“M-M-Maybe we sh-sh-should g-go back,” Laura suggested, clinging to Todd so her legs didn’t give out from under her.

Finding her nerve at the thought of chickening out now and missing the party, Lois turned and glared at her.  “No fucking way.  I don’t know who that is, but it’s obviously some bitch trying to scare us so she can go to Reggy’s party.  Well, I’m not falling for it.”

“You’re fucking mental if you think I’m going any further than this!  If there really is some nut case woman, I’m not messing with crazy.”  The blue-haired girl said, walking back in the direction they had come from.  “If we hurry, we can get back to the cars to sleep for the night and head home in the morning.”

While the trio of blondes were united in their objective of getting to their crush’s party, the other girls looked at each other.  Squeezing her boyfriend’s hand, Laura followed after the sporty girl with Todd going with.

“H-Hey, get back here!  Betty!  We need to stay together!”  Lois said, glaring at the deserters, but they weren’t listening.  “A-Alan, you’re not going too, are you?”

As much as the raven-haired boy also wanted to ditch the party, he knew the blondes weren’t going to back down now.  “Not without you three.  Roy?”

“I-If Bonnie’s staying, so will I.”  The skinnier boy said.

With only the redhead and albino girl left, they looked at each other, likely expecting the other to join them in their decision.  However, one look from either was all the other needed to know that their decisions led in different directions.

“Be careful,” Carolyn said as she turned to leave with the others.

“You too,” The white-haired girl replied, standing next to Roy.

Watching as the deserters disappeared into the foliage, they waited a couple more minutes to see if they’d change their minds again and come back.

“You didn’t have to stay, Dee,” Roy said to the white-haired girl.

“I know, but if I don’t watch out for you, who will?  Bonnie?”  Giving him a playful smile, she punched him lightly in the shoulder.

Looking at the busty blonde, who was more concerned with making it to the lake, he sighed.  “I’m being an idiot again, aren’t I.”  He asked, rubbing his arm.

“Yeah, well, we all do stupid shit for the people we like.”  She said as then started to get ready to continue on.

But, before they could get too much further, though, a bloodcurdling scream pierced through the darkness, prompting them to look back as lights began to flicker between the trees.  Grouping up once more, with Alan putting Stephanie and Lois behind him and Roy standing in front of Bonnie and Denise, they cautiously watched as Laura, Carolyn, and Betty rejoined them, out of breath.

“What the hell happened?”  Alan asked, relaxing his guard a bit and going over to the girls.

“W-Webs.”  The blue-haired girl managed to say between breaths.  “Big webs, covering the forest.”

“Uh, no duh.  We’ve noticed.”  Bonnie said, letting go of Roy’s shoulder as soon as she thought it was safe.  “Like Alan said, this is called ‘Silkwood’ for a reason.”

Shaking her head as she grabbed onto Alan’s shirt, the redhead was trembling and pressed her face into his chest.  “N-No.  Not like that.”  She said with a quivering voice.  “It… it was j-just a wall of white.  W-With threads as thick as my fingers.”

“C-C-Covered with the biggest spiders I’ve ever seen!”  Laura added, sweating buckets from the sprint she just ran.  “Th-They jumped at us and…”

“Hey, Laura?”  Roy asked as another gentle breeze passed through, embracing them in a chilly grip.  “Where’s Todd?”

“Huh?  What do you mean, he’s right behind…”  Brushing her hair out of her face, the chubby girl trailed off as she looked back the way they came, expecting to see her pink-haired hunk of a gentle giant, only to see dark, empty woods.  “...us?  B-Babe?  Where’d you go?”  She asked, walking back a bit more to look around but getting no answer.  “Babe?  Th-This is funny.  Babe?...  Todd-!?”

Though it was much quieter than Laura’s frantic yelling, the melody from before began to be hummed again.  Only this time, there was a voice that accompanied it, echoing off the trees.

“Ten little children, entering this forest of mine.

By the time they looked back, there were only nine.”

Sultry notes sung from unseen lips, gentle and quiet as an owl in flight, echoed around them as the unseen woman sang.  Yet, despite how softly she was singing, it seemed to drown out all other sounds.  Even if they couldn’t see her, she was singing for them.  And they dared not interrupt her song.

“Whoever you are, come out and show yourself!”  Bonnie yelled into the darkness, as the trees began to sway and groan, and the skittering of leaves being blown about obscured the menacing giggling.

“Hey, she wouldn’t happen to be… the Green Maiden, w-would she?”  Betty asked as they all started looking around wildly.  Their lights overlapping and causing the shadows to move in eerie, unnatural ways, for a brief instant, an almost humanoid figure was seen in the distance.

“Doesn’t she only s-show up in the swamp?”  Denise asked, brushing leaves that fell from above off her arm.  “I-I’ve never heard of her being in the Silkwood.”

“And she doesn’t scare people either,” Roy added, as they slowly tightened up the group between him, Alan, and Betty.  All except for Laura who was still looking for any sign of Todd.  “Neither the Silkwood nor the Quarry have legends of meeting someone like the rest of the forest.  No fairies, spirits, ghosts, or friendly strangers. J-Just…”

Tightening her grip on his shoulder as the blonde-haired boy trailed off, Bonnie didn’t care how closely she was pressing herself into him anymore as she shook him.  “Just what?  Don’t stop there!”

Swallowing hard, he turned his head to look back as the rest of the group was looking at him as well.  “Jus-”

Before he could finish, Roy was cut off by Laura’s high-pitched scream as the group turned in her direction just in time to see her running off into the woods.  Something landed on the ground near them as she fled, scurrying back into the brushes in a dark blur of many hairy legs.

“Laura!  Come back!”  Breaking away from the group to chase after the screaming girl, Betty vanished into the foliage, following the erratically moving light.  Laura!  Laura, get back here!  Laur-!”

The dense plumage of the trees and thick underbrush of the forest made it impossible to see the two, but their voices were easily tracked… until both were abruptly cut off and silence fell over the woods once more.  Everyone held their breath, waiting for some sign of the two girls coming back, some call for help because of some accident, or even the muffled cries of them struggling against something, but there was nothing… until a loud crack of a thick branch or log snapping turned their attentions to a figure cloaked in shadow through some trees in the girls’ direction.

In stark contrast to the darkness around them, the pale skin and white hair of the feminine figure were discernable, and her red eyes were turned towards the sky as she traced her fingers down her neck.  Cocking her head in their direction, she was gone the moment one of them found the courage to try and cast her in the light to get a better look.

“Nine little children, worried about his fate.

The plump one looked too yummy, and so there were eight.

Eight little children, with their safety in question.

One rushed to her aid, leaving only seven.”

“J-Ju-Just… old s-st-stories of p-p-people vanishing…”  Roy finally said, his hand trembling as his brain tried so hard to rationalize away the immense size of the mysterious woman.  W-Was it just a trick of the light?  He wondered.

The disembodied voice returned, giggling as something large, yet graceful, moved through the forest and its canopy.  “My, my.  This is all but too easy.  Then again, it has been a while since I last added humans to my pantry.”

“We’re running,” Alan said, grabbing Carolyn’s wrist and, trusting the way back was either blocked or trapped, tried to go around.  “Now!”  He yelled back, as the rest of the group was slower to take action and follow after him.

That hesitation was quickly banished as, what were initially believed to be more leaves falling from the trees turned out the be dozens of coin-sized spiders, jumping from the branches and skittering across their bodies.  Hysteria broke out, with the only order being that they were all racing through the woods in the same direction, brushing off any arachnids still on them that they could see.  With spotty lighting and uneven terrain making it difficult to sprint at top speeds, the group stayed more or less together, with Alan leading the way.

Sadly for him, that was exactly the reason why, when he tried to stop seeing a wall of spider webs blocking their route, he was shoved into the silky trap as the others bumped into him.  Falling into the webs, he didn’t fall to the ground as the thin strands broke trying to support him though, as behind the smaller, weaker webs, was a much larger, much stronger one that was capable of holding him immobile!  “Wh-What the hell is this!?”  Struggling to free himself, the webbing was too strong, as dozens of spiders ranging from as small a palm to that of a small cat descended on him.

“Alan!”  Still holding his wrist, Carolyn tried to help pull him free, but in a final act to protect her, he broke free, pushing her away as the unusually large arachnids swarmed him.

Trying his best to put on a brave face, he could only say one more thing.  “Run.”

Frozen by indecision, the redhead reached out to try again to pull the raven-haired boy from the mass of spindly, hairy legs but was pulled back by Roy as he guided the rest of them deeper into the forest.

While fear and self-preservation were evident in his eyes, he still tried to drag her along.  “We can’t help him now.  I’m sorry.”

“Seven little children, their fear and panic mix.

They fail to stop quick enough, and now there are six.”

“N-No!  No, Alan!”  Breaking free of Roy’s unsteady grip, Carolyn grabbed a large stick from the ground and rush to the boy’s aid, swinging it wildly.

Before he could even think to try and drag her along again though, something came crashing down on her before she could bat a single spider away.  Whatever it was, it was big enough to cover Carolyn completely and block the light she was holding, and the woman’s voice from before chuckled sadistically from higher in the trees.  “Don’t worry, my sweet.  Nobody can save any of you.”  He heard her say, too afraid to even try and get a better look at whatever it was that captured her.

“Who the hell is that!?”  Bonnie screamed as they ran for their lives.  “What the hell is that?  Why is this happening to us?”

“Six little children, seeing their friend captured live,

She tried to rescue him, dropping their number to five.”

“I’ve never heard… about some albino… pale-faced bitch attacking people… with spiders before!”  Lois cried out between labored breaths, hoping this was all just some bad dream.  “If I did… I would have gone… with one of the other groups!”

“If I had to guess…  I’d say she’s either only recently… come to Silkwood or…”  Breathing heavily, Roy was also trying to swat away the spiders chasing them as they ran.  “...or nobody’s ever escaped her.”

“Oh, I like the clever ones.”  The woman chasing them said, as a thick strand of webbing came down from the trees and wrapped around Roy when he was distracted by some spiders.  Before he could even make a noise, he was pulled up into the canopy.  “Perhaps I’ll keep you around for a bit, cutie.  I promise I’ll only bite gently.”

Noticing the capture of the blonde just as his feet vanished into the leaves, Denise stopped and turned to face the disembodied voice.  “R-Roy!?  No, give him back!”

Bonnie and Stephanie didn’t make it much further than the white-whited girl, as from the trees in front and surrounding them, more of the cat-sized spiders blocked their path.  They were all trapped.

“Five little children, unread on their lore.

The clever one got picked up, and then there were four.”

“I… I…  I want to go home!  Mommy, Daddy!  Help me!”  Breaking down as the severity of the situation finally caught up to her, Stephanie fell to her knees, crying in desperation.

“Get the fuck up Steph!  Don’t give that bitch the satis-aahhhhhhhh!”  Trying to pull her friend together, Lois’s fear tipped over to defiance as she also realized there was no way out anymore.  However, before she could finish, or even really begin a rallying speech, a segmented, hairy leg as thick as a human arm reached out from the shadows, grabbed her, and pulled her into the darkness.  “N-No!  Noo-aaaahhhh!”

Holding each other and falling to the ground as Lois’ screams were quickly muffled, and then silenced, Bonnie, Stephanie, and Denise watched in horror as they were surrounded by the remaining spiders.  And then, at the sound of a low, quiet whistle, all the spiders stopped moving entirely and just stared at them.

“Four little children, with no way out to see.

With a reward for my pets, that leaves the final three.”

“Hmph, how someone with such a pretty face could be so… vulgar, is beyond me.  Do they not treat young girls manners and etiquette in finishing schools anymore?”  The woman’s voice asked, as from where Lois vanished, a towering woman appeared, holding an unconscious Roy in her arms close to her chest.

Her hair flowed down over her shoulders and down her back, smooth as the finest silks and white as the driven snow.  It partially covered her beautiful face, revealing only one of her scarlet eyes, with slender lips curling into an amused smile.  But for as gorgeous as the woman was, her immense size was the second most obvious sign of her inhuman nature, as just from her torso and head she was already more than twice as tall as most fully-grown men.  Her slender build had a bit of definition in her arms, and in comparison to her size, her breasts, wrapped in a tattered-looking yet elegant black silk dress, were modestly proportioned.  However, protruding up from the slit that opened from under the chest of her dress, her stomach was noticeably distended with a mass that was wiggling and bulging out frequently of its own volition.

But the most glaring evidence of the woman’s inhumanity was what her gigantic torso was connected to.  As segmented, multi-jointed, furry legs came from the darkness, carrying her forward revealing an arachnid body larger than a semitruck where the woman’s hips and legs should be.  Each of the eight legs stretched out further than the length of her gargantuan body and on the abdomen of her arachnid body were four, people-sized cacoons.

“Well, it’s no matter.  I must feed my pets occasionally after all,” she said as from behind her, a spider that was much bigger than the rest, but still small compared to her, held Lois’ unmoving body in its fangs as smaller spiders scurried over her, in and out of her clothes.  Rubbing her bulging stomach, a small blech slipped through her lips, causing her to quickly cover her mouth.  “Oh, pardon me.  I just couldn’t help myself with that plump, black-haired girl.  A tasty reward for an otherwise boring hunt.”

Snapping her human-like fingers, she walked passed the three remaining girls as the horde of spiders descended on them, the terror of which had each pass out as they heard her final verse.

“Three little children, the only ones left which to tend.

And now caught in my trap, our boring hunt comes to an end.”

It had been some time since anyone was so foolish as to enter her territory with so few preparations.  As human society advanced, the ease of hunting them disappeared as they either stayed in their big, expanding nests or brought dangerous weapons with them into the woods.  So while the hunt provided her with little in way of entertainment, as she commanded the spiders under her control to collect the last three of her prey, she couldn’t complain about the quantity that she had procured.

That one mentioned ‘others’ did she not?  She thought, glancing back at the lifeless girl in her biggest pet’s chelicerae.  And I believe I heard something of a ‘party’ near Vir.  My, my.  A gathering of youth in Vir’s forest.  Will more attempt to pass through my territory, or are the other girls catching some playmates of their own?

Returning to her underground nest, she strung the four she had already injected with venom to save for later use on a web as her swarm brought the three final girls in.  Stroking the hair of the boy she had taken a liking to, she slipped him into her dress as her stomach’s irregularly-shaped bulge had smoothed out and began to flatten.

How many decades has it been since I last had human flesh?  Deer and bears are nice, but not as satisfying.  Looking over at the three encased in webbing as they began to stir from their terror-induced coma, she licked her lips.  Well…  I have so many.  I can binge a bit tonight.  Approaching the three, she was enjoying the fear and understanding filling their eyes once they realized her webbing couldn’t be so easily broken.  That is until the one with white hair and red eyes saw the boy she was saving for some special fun later, and her fear was replaced with concern.

“Roy!  Roy, are you alright?  What did you do to him?”  She demanded.

“Hmmm?  Oh, this clever little one?  I’ll keep safe… for now.  Panny rarely comes to visit, and even then it’s no fun because she always manages to take the lead.”  The white-haired monster woman said with a seductive smile, petting him through her clothes and leaning in close to bring her eye to the girl’s face.  “Oh, but that look in your eyes.  I recognize it.  Did you fancy this young lad?”

“Wh-What!?  N-No… o-of course not!”  The girl denied, her face turning bright red as she looked away.  “Roy is just my friend.  Besides, everyone knows he likes Bonnie…”

“Eww, gross!  Really?”  The bustier of the blondes asked, visibly disgusted.  “W-Well, um… s-spider lady… uh, y-you can take him with m-my blessing.  J-Just… let me g-go and we’ll call it even, okay?”

“Bonbon!?”  The other blonde cried, shoving her.

“Oh, and you can take lover girl here in place of Steph.  W-We promise to not tell anyone about you, like ever.  Right, Steph?”

“Y-Ye-Yes!  Yes, p-p-please l-let us g-g-go.”

Looking from the two blondes to the white-haired girl, the huge woman shrugged.  “Like appearances have similar tastes, it would appear.”  She said, smiling at a fellow white-haired, red-eyed girl, even appreciating that her rear was bigger than that of her peers.

Reaching over to the one called ‘Bonnie’ she used the long, black, pointed nails on the ends of her fingers to cut through the webbing surrounding her and stood her up.  “S-So… do w-we have a deal then, um…”

“Charlotte, dear.”  The arachnid woman said as she brushed the webbing off the girl’s face and front, turning her around to get her back.

Trembling in excitement and relieved that the creature that hunted them could be reasoned with, the busty girl smiled at her friend, giving her a thumbs up.  “Thank you, Miss Charlotte.  We promise not to tell anyone.”

With the blonde’s back turned to her, the inhuman woman smiled as she tucked the hair in her face behind her ear, revealing three more, single-lens, deep scarlet red eyes going up her forehead.  Each was a bit smaller than the last, lined up with one another, and emanate sadistic glee.  “Don’t worry, my sweet.  I know you won’t.”  Watching the horrified looks on the other two as she lowered her head towards Bonnie, Charlotte opened her mouth and stuffed the girl’s head in before she realized what was happening.

As soon as she sealed her lips around Bonnie’s shoulders, it was too late for the girl to realize her mistake.  Using her sharp nail to cut down the back of the blonde’s cute outfit, Charlotte stripped her of her top and bra, revealing the busty girl was, in fact, a couple cup sizes smaller than she led others to believe as padding fell to the ground from her discarded undergarment.  Once she had removed the clothing in her way, Charlotte released her snack’s arms, letting Bonnie flail weakly against her lips and cheeks until that mobility was slowly robbed of the smaller girl the deep she was consumed.

Gross, what is this stuff she’s covered her face in?  The other girl had some too, but not nearly as much.  It tastes terrible.  Not used to the taste of modern cosmetics, Charlotte’s enjoyment of the young girl’s flavor and fear was diminished greatly.  Had she not heard them admit that they knew nothing of her existence, she would have assumed this was a measure to prevent her from eating them despite how delicious the same compound made them smell.  But her stomach was eagerly awaiting its prize.  Goodbye, little Bunny.  I’ll admit, you are the most filling rabbit I’ve had yet.  Giggling at her meal’s fright and desperation to live, Charlotte pulled down her skirt, panties, and fishnet stockings as she wrapped her tongue up between Bonnie’s legs.

Raising back up and tilting her head back, Bonnie’s legs kicked wildly as the spider woman relaxed her throat to let her in.  The girl was screaming, sobbing, and begging for her life, but nothing more than muffled noises came from the bulge that formed in Charlotte’s throat and was getting drowned out by the white-haired woman’s moans and guttural gulps as she steadily swallowed her.

Denise and Stephanie watched in horror as the human belly of the gigantic arachnid woman stretched out to accommodate her meal.  Bonnie was forced into a fetal position as Charlotte closed her lips behind the girl’s toes, bringing her fully into her stomach with a final, powerful gulp.  For brief moments, Bonnie was able to stretch the organ confining her as she fought to escape, but the white-haired woman suffered no discomfort from the futile effort.  If anything, the glow on her cheeks only deepened as she rubbed her distended stomach and groped herself.

Sighing in profound satisfaction, Charlotte licked her lips and smiled at the last two girls.  Once she got past Bonnie’s face, the girl had a pleasing taste, seasoned with a bit of sweat and drenched in fear.  Yes, that’s it, my dear.  Struggle harder.  Your life, and my pleasure, depends on it.  Unlike the animals she occasionally subsists on to stave off starvation, humans fight harder and longer, believing they have a chance of escaping their fate.  Grinning, she returned her focus to the other two girls who were trembling in fear, crying, and looking oh-so-delicious.  No.  No, I mustn’t overindulge.  Such rare treats offer another use.  She thought, as she picked up Bonnie’s clothes and folded them neatly to put aside.  However, when she saw the soiled, skimpy thong fall from her skirt and stockings, she picked it up to inspect it carefully.  “My, my.  Is this the sort of undergarments young ladies wear these days?  This little string would do nothing to cover your rears.  But then again, with so little material, you could make more, and make them quickly, not to mention girls with larger bottoms wouldn’t tear them as easily.”  Voicing her analysis of the pros and cons of such underwear, she allowed herself a moment to consider all the options before setting them aside as well.  “Tig keeps tearing the panties I make for her… perhaps I’ll try making a pair when I’m done with you two.”

“P-P-Please!  I don’t want to be eaten by a giant, scary, spider woman!”  Breaking down and bawling her eyes out, Stephanie couldn’t take it anymore.  She just wanted to go to a Halloween party and flirt with the boy she liked.  “It’s not fair!”

“Oh, my dear little girl, I’m not going to eat you.  You’re far too precious for that,” Charlotte said, looking down at the weakly struggling girl in her belly.  “I was just indulging with the little bunny here.  Not to mention she thought she could bargain for her life by offering what is already mine.  Such a silly little thing.”

Somehow, just hearing that she wasn’t on the monster woman’s menu was enough to calm the bawling blonde.  From what she had said earlier, the white-haired woman was going to be keeping Roy alive, so maybe she could be spared still too.  “R-Really?  Y-You’ll let m-me live?”  She sniffed with a flicker of hope in her eye.

Denise, however, did not interpret Charlotte’s words so optimistically.  All she said was she wasn’t going to eat them.  And for someone who displayed such sadistic tendencies, lying to give her victims a bit of hope before extinguishing it was not only possible, it was all but guaranteed.  

And Charlotte saw this realization in the young albino’s eyes.  “Oh, and aren’t you a clever one as well.”  Cutting Denise from the webbing next with her human hands while using her spider limbs to better bind Stephanie’s body, she held up the girl and began to strip her as well.  “Such beautiful hair and those eyes are simply gorgeous.  I’m tempted to make you my little sister, though I would have to say my rear is just a bit bigger than yours.”  Complimenting Denise’s features that mirrored her own, she curled up in on herself once the girl was naked, bringing the bottom tip of her abdomen under her.  “But alas, I don’t think Vir would like having another Arachne around, so instead I’ll make you into something cute.  I promise.”  Flipping the white-haired girl upside-down, Charlotte’s body quivered as her spinneret spread itself open, revealing tens of thousands of hollow, hair-like nozzles and a slimy, fleshy orifice in the center of them all.

“W-What are y-mmmhpphh!!”  Before she could even understand the fate in store for her, Denise was plunged headfirst into the tight orifice.

“Ahhnnnnnn~!  Oh, I’m always so sensitive down there!”  Moaning sensually as she fed the struggling girl into her thorax, Charlotte’s spider legs curled in on themselves as her arachnid body seized up, causing her to rock back on her body.  Drool began to trickle from the corner of her mouth as Denise tried to push back against her, but the young girl was no match for the lust-fueled Arachne.  In one, fluid motion, Charlotte shoved the albino girl entirely into the depths of her body, stretching her tender hole over the smaller girl’s wide hips.  “Oh, Vir!  She’ll make a great batch!”  As the orifice sealed behind the unwilling meal, Charlotte relished the violent struggle of the girl trying to escape, picking up the last blonde with her spider limbs and pressing her against the bottom of her exoskeleton.  “Mmmmm.  Can you hear her, little one?”

There was no visible bulge from under the rigid carapace, but the subtle vibrations of Denise fighting for her life quickly diminished, and the muffled pleas for help or mercy were slowly silenced.  But it wasn’t just Denise’s demise that Stephanie was forced to witness, as the irregularities in the bulge Bonnie’s curled-up body made in Charlotte’s stomach smoothed and evened out.  After that happened, the spider woman’s human stomach slowly flattened back out as her meal was sent further along to finish being processed and added to the monstrous woman.  Even had she not been gagged and bound, the fear paralyzing her would have prevented her from moving or speaking, just hoping to go unnoticed and live just a bit longer.

Basking in the bliss of satisfaction for a while, Charlotte looked down at her abdomen and reached forward with her human hands as her spinneret opened again.  Her long, sharp nails split down the middle as she connected strands of silk to them and sat back.  Deftly moving her fingers in ways no human could hope to replicate, she began to weave the threads into silk cloth.  “Hmmm.  What should I try to make her into first?  Any suggestions?”  She asked the trembling girl on her abdomen.  “A cute pair of panties for Tig?  Even if she snaps them so easily, she does look cute in them until then.  I could even try using that modern design your friend used.”

Even though she wasn’t the best student or the most observant of people, even Stephanie caught on to the meaning of Charlotte’s words after what she just witnessed.  The silk threads coming from the same hole that she consumed Denise with, saying she was going to ‘make her’ into something, the lack of movement of a living body within the hairy spider butt.  Her eyes widened as she began to cry even more.

“Oh, Tig could also use a cloth to dry her fat little butt after using that invention she created that squirts water in it after she defecates.  I wonder how the little cutie here will like seeing and getting buried into a plump, green rear for years before breaking down?”  Charlotte continued.  She could have easily kept these thoughts to herself, but she was taking pleasure in the blonde’s fear spiking towards her breaking point.  Yes.  Yes!  Those eyes.  You still have a bit of hope left in you.  Let me enjoy this until the very end.  Her sadistic smile growing wider, she picked the girl up to bring her to her face.  “Would you rather not share that same kind of fate?  Trapped in my webs as you are used without a care in the world?  Well… neither Vir nor Ash wear much, if any, clothes, but I suppose I could use a new dress.  If I get a few more humans, I could also make some wrappings or something for Mery.  I’d rather not completely deplete the stock I just got though, so if not, she’ll have to go without.  Oh!  I could turn you into some cum rags and a cute little sock for Panny’s member!  She’s always going around laying other men’s wives and daughters, so she’ll need quite a few.  I’m sure you’d love soaking up her thick seed and drowning in its pleasantly foul odor!”  Finishing the first item she was weaving, a skimpy thong she was sure was a size too small for the eccentric prankster on the other side of the lake, she held them up for the blonde to see that albino girl’s visaged in the pattern of the threads.  “How does she look?”

Detaching her threads from her spinneret, Charlotte carefully cut the gag covering Stephanie’s mouth.  “P-Please… please d-don’t.  I…  I don’t…”  Sobbing and unable to organize her thoughts, all she could do was beg for her life.

“Oh, sweet, little girl,” Charlotte whispered in a sinisterly sweet voice, stroking her cheek as she pulled her away and inserted her feet into the orifice that allowed her to turn people into silk directly.  “You’re unwillingness makes me want to do it all the more!”

Releasing the girl’s body, Charlotte watched in sadistic glee as the girl wiggled and squirmed, trying to escape as she sucked her into her abdomen slowly.  Because she had a bit more meat on her bones overall in comparison to the last one, while there wasn’t a part of her that stretched her organic duct as much as Denise’s butt did, it was a more stimulating experience.  And her shrieking, begging, cursing, and sobbing made it all the better.  As Stephanie’s face was about to be drawn into the tight, fleshy tunnel leading to her humiliating end, the last thing she saw was the white-haired woman waving goodbye.

“Mmmm.  Yes, just accept your fate now, my dear.”  Charlotte said, grabbing some more threads as she sat back and started making something else from the last girl’s body.  “I’ll definitely think of something more humiliating for your body.”  Giggling and humming softly to herself, she petted and held the boy she’d keep for a while longer with her spider limbs as she worked.

Hopefully, she’d feel some other foolish humans disturb her webs and venture a bit too far into her territory so she didn’t have to endure a lecture from the motherly, soft-hearted Vir later on.