FSE

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Beneath the earth, the potion maker wandered around a forest covered in fungal growth with tall mushroom-like trees sprouting at every corner. Different colored spores lit up the underground along with various bioluminescent plants and the occasional creature. Layne found herself wandering around this strange locale in an attempt to satisfy her natural curiosity and to continue collecting new and interesting ingredients for her potions and draughts. Already, she had found a few interesting things here in the forest and her satchel was full to the brim with ingredients she had never even seen, though, she was sure she could squeeze in a few more mushrooms. During her exploration, a slug-like slime had warned her of a monster that made its nest in a web that caught creatures of flesh and blood like herself for use and entertainment rather than food. She could only wonder what that meant and what type of beast would live down here toying with creatures from the surface like herself. If it was something interesting or even just a little bit fun then she could get behind playing victim before slipping away. She was confident in her powers and was sure that if the creature had any way to paralyze her that she could counter it effectively. Of course, this overconfidence could have been the result of that incident with the slime's poison bubbles still playing tricks with her mind. No matter, she could worry about that later along with the foggy head she was tending. With ears pricked up high, she moved through the forest to find herself a monster.

Ever since her last encounter in the forest Layne had found things annoyingly peaceful. Generally, there didn't seem to be much life that could talk or interact more than sway in the strange unnatural breeze that flowed through the underground forest. There were plants that glowed and withdrew when she stepped too close to them, but as for animals and other creatures that could move and have the potential to talk, well, there were only a trifle few. That only added to her interest in this beast that lived down here. She was curious to see what else this place could provide in terms of monsters and creatures that could potentially pose a risk, of course, she could just leave, but that would be boring.

Signs of the beast soon began to sprout around and above her as she saw silken web dotting bushes and connecting the mushroom trees in massive weave works between them. Layne had never seen such a large web before. Certainly, she had seen giant spiders and their nests before, but there was a certain point where she could not tell where the web began and where it ended. It almost looked like an entire platform that she could stand on if it weren't for the fact that the entire thing was most likely a trap. She assumed that if she were to touch any little bit of web then she would be caught in it and unable to move, but she noticed something strange on the web. Hanging upside down were what appeared to be caps of various mushrooms and various glowing bits of fungus. As she stepped further underneath the great fan of the web she noticed more pockets of mushrooms and at that point, she had to wonder if this was a little farm of sorts. If the beast didn't eat beings like herself, then it had to eat something else. She had never heard of spiders eating mushrooms, but then again, what else would a spider eat down here?

Layne made her way underneath the canopy of web expecting to meet the strange creature, but instead, she found herself wandering around aimlessly. The fog in her mind seemed to grow into a mild headache and she walked while occasionally feeling over her head as if she were trying to push the pain away. It almost felt like she had been awake for days and just needed a nap or something, but still, she felt compelled to continue walking and at this point, she wasn't really sure why. Perhaps, hours or so passed by while she continued searching for the beast of the fungal forest, but her body and mind felt so heavy. Finally, with her ears dragging down and her eyes shutting she slumped against one of the many mushroom trees and sat at the base with a sigh. Just a few moments and she would get right back up and start searching again. Even while she was sitting, she wasn't really sure what was compelling her to keep on going, but she felt it strongly enough to want to get up now despite feeling so exhausted. What curiosity she had felt before had faded away and now all that was left was a desire to go home, a desire that was being drowned out by a strange urge to continue searching for the creature.

Either too exhausted or too struck by the strange fog that clung tightly to her mind, the potion maker did not notice a strange presence near her. The feline had not noticed that eyes had been trailing her since she entered underneath the great weave of silk. A soft whisper touched the air, a spell that traveled quietly enough that Layne didn't even feel the power gathering. A wind curled over her head and spores poured over her body. Layne barely noticed anything changing except for the fact that the inner pull toward getting up and continuing was fading away. A few moments ago, she had been ready to get up despite the aches that coursed through her body, but now she felt fine with simply sitting there and relaxing. The urge came with a gentle touch to her senses that seemed to push away the fog and mild pain allowing her body to rest against the mushroom tree and allowing the feline to slowly drift to sleep. It felt like it had been so long since she had slept, so long since she had been able to rest her legs and simply relax, and so slumber took her. There the potion maker sat against the base of a mushroom tree with her eyes closed and her head tipping ever so slightly with her breathing as she slumbered a dreamless sleep in the fungal forest, exposed to whatever had been watching her.

Some amount of time passed while she was asleep until she roused with her head moving first. Layne had been asleep either so long or so deeply that she felt extremely groggy while waking, almost as if she been out for days. When she opened her eyes it was to the sight of what appeared to be a ceiling in a home. Strange, she hadn't remembered going to sleep lying down and certainly not in a home. Maybe Layne found herself in a dream. Whether that was the case or not, she decided it might be best to get up.

Moving her limbs felt like sifting through water. She felt heavy and light all at once and it was a bit of a strain to sit up at the edge of the bed. After removing the covers from her body, she noticed that she was mostly nude except for her underwear. Stranger things had happened in dreams, but then again, she didn't know if this was a dream or not. Looking to the side she saw a small nightstand where her satchel had been placed, except, the satchel looked less plump than she remembered. A glance around the room revealed an unsurprising mushroom motif with shelf-like caps holding a variety of objects that she might find deep in her own home and lab. There were herbs of all sorts stacked up in certain places along with vials and flasks full of glowing liquids alongside the usual things you might find in a home. There was a chair at the foot of the bed that held her clothes, her hat perched atop of the back. She thought to slip off of the bed and get herself dressed, but her head swam in weird ways and she swore she heard a whispering in her mind telling her to start wandering around. Before, she would have obeyed that little inclination, but now she felt clear-headed enough to know that something odd was happening.

Just as she was about to get off of the bed, she heard an actual voice in the home call with authority, "Remain in bed cat. You're one dose away from better and I'd rather not have you wandering off."

Layne blinked and looked toward the source of the voice where she saw what must have created all of those weaving webs, although, she expected them to be much larger. A spider stood on two legs garbed in a mossy hooded shawl that hung over their body all the way down and over their rear which ended with an abdomen. They had multiple arms coated in pale white carapace spotted with red. In one of their hands, they held a flask of liquid glowing bright green sloshing within.

"One dose away from better?" The feline asked groggily, "Was I ever not? Hm...If I'm not must have meant I ate something bad or ran into something I wasn't supposed to."

The spider's purple eyes flashed with a bit of humor that reflected in their smile as they spoke, two arms crossed at their midsection, "Hm...Ran into something you weren't supposed to? I suppose that's one way of putting it kitty. You ran into a slime or slimes, and those little slugs down here are a tricky sort. They like to turn people into their own kind by offering them safety and succor to tempt them into staying. Before that, they poison them, make their minds a bit numb. Looks like you didn't agree so the parasite inside of you tried to tire you out instead. When you were at your most exhausted that slug would have found you and tried to make you another offer. I suppose it is a bit nice that they can't do anything unless you accept unconditionally."

Layne grumbled, "Of course..." She then coughed, "Wait, parasite? There is one in me?"

Her caretaker nodded and offered up the flask, "Yes, but they don't do much other than urge you to keep moving until you exhaust yourself. I put you to sleep and then fed you a few draughts. You caught a fever so I took your clothes off."

Layne took up the concoction and popped the cork herself while muttering, "Just how long was I out then?"

"Hmm, maybe an hour or so. Not too long, but long enough to worry a bit."

The potion maker looked at the spider with a small frown before looking down at the drink. With a sigh, she pulled back and emptied the flask down her throat before setting it back down. She smacked her lips and tilted her head. Curiously, it tasted sweet rather than bitter or foul.

"Hm, I always find it hard to make my own stuff taste good...What do you add to yours to make it taste like this."

The spider blinked, "You make potions? With what you had in your pack I thought you might be more of a poisoner than a healer."

Layne chuckled, "I might do a bit of both, but I had no idea what I picked up really. I've never been here before and a lot of the mushrooms here just don't grow on the surface."

"Well, I hope you don't mind that I took out all the poisonous things including the mushrooms that slime gave you."

She looked back at her satchel and shrugged, "Ah whatever. I'm sure I can find others...But, more importantly." Her eyes then returned to the spider's, "Who are you? I didn't think I'd find a witch down here let alone one who makes potions just like myself. I have to say even though I'm not feeling at my top, I'm curious."

The spider crossed both sets of arms and tilted her head as if thinking whether or not she should or shouldn't introduce herself. With a shrug, she sighed, "My name is Seana. I am a somewhat of a hermit. Never expected to meet another like myself down here at least. Occasionally, I find a fool wandering around where they shouldn't and I have to send them off, but normally none of them are witches or well, looking for ingredients."

Layne giggled, "I have to admit, the only reason I'm down here is that I'm hopelessly curious and was pointed in this direction by a weird mushroom person." She then inclined her head, "And I have to thank you for helping me. I feel much better already." When she raised her head she extended a paw and smiled, "My name is Layne Luness."

With one tentative hand the spider took her paw and squeezed gently before she replied, "Charmed...I'd like you to stay for a bit more just to make sure you're fine, but also, I offer my home for the evening. I rarely get to talk to other witches."

Layne blinked, "Another witch huh...? Here I thought you had to be part of some sort of guild to be a witch!"

Seana smiled, "I am part of that guild. Just because I'm a hermit of sorts, doesn't mean I don't get out and go to the city. There are many little entrances and exits hidden all over this forest and once you know them you can get to many places in our little region."

The feline leaned in with fresh interest coloring her gaze, "Really? I'd love to hear about that."

"Hmmm, maybe. Just keep it between us and prove to be entertaining enough and we'll see."

Sitting there on a bed nearly naked made her wonder whether or not those words were the spider's way of flirting, but she put that out of her mind soon enough. She was a guest in a strange place and the spider only probably wanted to talk, besides, she felt too weak for a romp under the covers at the moment. Just then, her stomach started to rumble and she placed a paw on it. Well, she had been traveling for a long time without food.

Seana placed a clawed hand on her own cheek and chuckled, "We'll have time to talk later. For now, I think I'll share some trade secrets in the kitchen. Get dressed and I'll teach you at the very least what you can and can't eat in this forest."

With a smile, the feline got off of the bed and moved to get dressed. She left her heavier layers behind and simply put her regular dress on. Taking her hat from the top of the chair she placed it on her head before moving to follow her new friend for a lesson in cooking.

Stews were not really a difficult subject for Layne to understand, but mushroom stew made with a variety of fungus that she had never seen proved to be a bit more interesting. There were many different mushrooms in the forest that provided flavor and many others that would make her sick beyond healing. Seana enjoyed a game of presenting Layne with various mushrooms that were potentially dangerous and telling her to pick one which she thought was good. The feline had no way of knowing which ones were poisonous and which ones were good to eat and she had to guess. It turned out that none of them were safe to eat and Seana had been toying with her. Thankfully, the spider witch had not allowed Layne to actually sample any of the strange mushrooms.

Once that game was over, they chopped the proper ingredients together and put them in the pot. While they waited for the stew to cook, the witch and the potion maker had a good conversation about potion making, Layne learning a few tricks to sweeten her mixes.

"You know." Seana began, "You could apply at the guild. Get yourself a fancy card and everything. Reap the benefits."

Layne snorted, "Yeah, and what would that be?"

"Being part of a collective that you can call on for help with a variety of things I suppose is one thing. Discounts at stores, access to certain tech and artifacts along with a license to peddle your goods in most places. No one will bother you if you show them you're accredited. Not like most do, but still."

Layne rubbed her chin, "Hm, I mean, I guess that all could be good. What does it take to be a witch anyway?"

"Not much. You can brew potions and use magic from what you've told me, so I'd say you're qualified."

Becoming part of a guild as a witch? Authority was never her strong suit and submitting to some sort of collective of magic-users didn't sound like anything fantastic to her, but at the same time, the benefits did seem interesting. That line about artifacts made her curious too. Crafting and enchanting her own goods would absolutely be a boon and learning it from a witch seemed like her best bet at the moment. Maybe she'd look into it.

"So, Seana, where would I go to become a witch?" Layne asked.

The spider smiled, "Find a charter at one of your local cities. There one near you?"

Layne snorted, "Near me? I live in a little town out near the wilds to avoid noise. I'd have to hitch a ride on a cart, or risk a portal."

"Hmmm...Well, I suppose you could spend a bit more time with me then. I could take you to the city just above my home."

The feline's eyes widened, "Here? I've walked a long time certainly, but not that long!"

Seana chuckled, "That's the nature of this weird underground forest. Things are strange, space is distorted and the hidden ways are hard to find and even harder to keep track of. I've got a web that'll take us right up if you'd like, maybe tomorrow."

Layne beamed, but then raised a brow with a little smirk, "You're not a recruiter, are you? Seems terribly strange that you would just be so nice to a stranger that interrupts your peace and quiet hm?"

The feline leaned in with a wiggle of her brow and Seana scoffed and pushed her away by the cheek, "Nonsense! I appreciate good talent in my peer group, but I saved your tail because it would have been a waste of life. Besides, those little slimes are always pestering me. Besides, you've been good company already, why not be nice?"

Layne's smile grew and she giggled at being pushed away, but she left it at that despite the little traces of color she saw on the spider's cheek. Seana had helped her and had already proved to be an asset with what little information they shared together, perhaps, becoming part of a collective wouldn't be so bad if they were all like her. Passing a test wouldn't be so difficult and once she did that she could probably drive up her prices considering she would actually have some accreditation. It would make up for the fact that she was going to be away from her store for a bit and had already been gone for too long.

With all that had been discussed, the stew had finished. Bowls were taken out and together they ate. The stew was a welcome warmth down her throat and in her gut. It was a thick and earthy brew with a strange peck of spice from one of the herbs they had added in. With some meat, she would have appreciated it even more, but for a vegetarian sort, she supposed that it was fantastic.

After the meal and a bit of clean up the spider took her by the wrist to lead her through the mushroom home, "Come. There is something I think you'll appreciate."

Layne followed along unsure of what Seana wanted to show her. The home was small enough and she had seen most of the rooms already so she didn't even know where they could go. Seana opened a hatch in another room and moved down the steps with a small smirk on her face, Layne's ears twitching as she followed after. She wasn't really sure why there would be steps going further down into the earth if they were already underground, but at the bottom of the steps what she saw certainly made the little bit of mystery worth it.

Glowing a soft greenish blue before her eyes was a large spring of water. The surface was bright with magic light and little plumes of steam flowed up into the air. With a whistle, she looked around the small cavern and asked, "Is this a natural thing or did you make it like this?"

Seana answered by her side, "Absolutely natural. A natural font of magic sits beneath this spring. It seeps through the stone and heats the water making it a perfect place to relax and rest after a long trip or just after dealing with a busy day. I still enjoy luxury despite living so far away from others." Her tone then turned quiet, "I figured you would enjoy a dip, whether alone or ah...Together."

She turned her head to see that the spider was looking up at nothing in particular in the distance, avoiding her own gaze, cheeks splotched with purple color. Layne had to believe that was flirting, absolutely, but she had a better idea than answering with words right away. The feline potion maker pulled her dress by the hem over her head and tossed it off and toward the spider. Seana hopped and caught the dress before looking down at it then back at Layne just as the feline was hooking her thumbs through the waist of her panties to slide them down.

Once she felt the cool air against her nude body she moved toward the water with tail raised, "You've already seen me mostly naked, so a dip together won't make a difference. If what you really want is a bit of fun then you should say so clearly and without beating around the bush." After a few steps into the water so that it came up to her knees, she turned around and back away slowly, her eyes narrowed, a smirk on her face as she saw the spider shivering, "I know how it is to be alone for so long without another's touch...So come on, what do you want Seana?"

The spider sighed and both sets of hands moved to remove the mossy shawl from her body. Layne's eyes widened for a moment, smirk still on her face as she saw what the shawl had hidden beneath it. Seana was a curvy sort with a rounded stomach and curved hips that ended thick thighs. She had seemed so lithe with the shawl on, but Layne supposed that it had just been a trick of the eyes or a deliberate thing to hide that beautiful figure. Between the spider's legs, she spotted a slit already leaking a drop of clear arousal against one of her thighs. Whether too embarrassed or too proud to say anything, the spider made her way into the water and approached Layne rather than choosing to answer her.

Layne tilted her head and slipped back deeper into the spring with a giggle, "Seana?"

Finally, with a shivering sigh, the spider responded, "I want a good fuck...Is that wrong?"

There was absolutely nothing wrong with that, and Layne showed it by stepping forward to wrap her arms around the spider's waist to bring her mouth against hers. There at the center of the glowing spring they shared a kiss that was a gentle thing at first, but Seana grew emboldened by the initial contact and dipped close and firmly with her mouth parting Layne's lovingly to let their tongues meet as Seana's hands worked all along the potion maker's body, with one reaching down beneath the surface of the water to grip and squeeze Layne's shaft.

The grip was firm and she could feel those trembling digits feeling every inch of her shaft as it slowly twitched to life. As their embrace continued, Layne could feel the hunger and need through every little pull and tug from the spider's grip on her cock along with the push and press of her body against her own. It was a sort of hunger that she could understand that she could remember feeling as someone who lived alone and who had at one point sequestered herself from others in order to focus on her store. Whether it because of that memory, or the kiss itself, Layne began to share in that voracious hunger that seemed to pulse between them now.

When their mouths parted it was with a shared heated breath. Layne was on the cusp of asking how the spider wanted it when she was pushed and edged back against the shore of the spring. Every little step that had been taken was accompanied by a firm peck on her neck until her rear was sitting on the stone of the shore and pinprick fangs were pressed against the skin beneath her fur. She shuddered and gasped feeling the threat of those fangs against her neck as the spider climbed to straddle her lap. Layne hadn't expected to relinquish control to Seana, but there was something so satisfying about allowing someone else to take the reigns, especially when the person holding those reigns was more than just a little eager.

Seana let out a little hiss of breath as she pulled her mouth away just enough so she could speak softly in a near purr to Layne's ear while grinding her heat against the potion maker's barbed shaft, "Let me bite down. Let me make you bleed and let me drain you dry of your seed."

Such intensity! Layne was still reeling from all of the sudden stimulation and her heart was beating firmly against her chest as she felt her cheeks burn. Eventually, she managed to respond, "Goodness, been a while since I've had a partner so forward."

Seana's soft voice trailed to a nervous muttering as she looked away, hand still stroking the potion maker's cock gently, "That...That is okay, isn't it? I'm not being too pushy, am I? It has been a long time and maybe I'm not doing the right things or maybe I should have been more gentle."

Layne shook her head and giggled, "Are you kidding me? I love this! I rarely find someone who can really hold me down and make me theirs. It is fantastic! The fact that you made sure that I was feeling okay with what you're doing makes it even better, so go ahead, fuck me up. As for biting, I suppose I'm caught in your web aren't I?"

The spider's eyes grew wide for a moment as she turned to face Layne, but then a small smirk crossed her mouth and she leaned in close so that their heads were touching, "I'll forgive the pun, if only because you said I could fuck you up...Just tap the abdomen if I get a bit too rowdy a-and...Dip into the water when we're done and it should close whatever I do to you, of course, I don't plan on being too rough. I shouldn't indulge in that since it might be dangerous, you know?"

Deciding to take a risk, the feline leaned in to plant a soft kiss on the spider's mouth before she urged her on, "No holding back now. You said you were going to pump me dry right? You need my seed to make eggs huh? Or maybe you just want to drain me so you can keep me here. Whatever your reason I'm caught and all yours. Squeeze me, claw me, bite me, choke me if you're into that kind of thing. I can handle it."

Layne watched and purred as the spider remained still for just a few moments, perhaps frozen by the comment. Her cheeks were suddenly seized as she thought to perhaps continue egging on the spider and their lips met again in a heated kiss. The spider brought herself up while bringing the tip of Layne's barbed shaft against her pussy. Seana lowered herself so the tip pushed apart her wet folds and entered, the feline shuddering as she felt the warmth of the spider's insides. Once the tip was in, she took her hand off of Layne's shaft and brought herself all the way down to the balls. Layne gasped as their lips parted and squeaked as she felt that long tongue press against her throat to drag around to her neck where the spider began to kiss and peck with such passion that she was sure that just the kisses would leave a mark.

Before long, the spider opened her mouth and pressed those little fangs against the potion maker's neck, and Layne shuddered as she felt those warm insides squeeze on her barbed shaft tightly. She braced herself and rather than tense, she relaxed her muscles and simply waited for it to happen with her eyes closed and a purr rumbling through her throat.

The spider's fangs were so sharp she barely felt a thing except for a sharp pinch on her neck and the trickle of blood. She let out a little hiss and squeezed around the spider's waist tightly as she felt the fangs inside of her neck, but moaned as Seana began rocking her hips back and forth. Up and down the spider started to move, gently and almost lovingly as her hands caressed the potion maker's back before suddenly she raised her hips up and up so Layne's cock was almost about to slip out before slamming back down.

Seana got into a steady rhythm of bouncing up and down on the potion maker's lap. Each time she brought her hips down a loud slap echoed against the small cavern's walls, the noise mixing in with the song of their combined breaths and moans. Layne felt Seana bite a different spot on her neck and again felt the fresh blossom of blood trickling down to her chest. The pain of being bitten was outweighed so heavily by the pleasure of those warm walls around her cock that she didn't even seem to notice the new bites. Her own paws were holding onto the other's waist tight as her own hips started to move in tandem to try and pump herself inside. She could already feel her member throbbing and growing hotter by the second, a pressure building inside of her that needed release.

Whether or not Seana knew that Layne was close, the spider began to whisper with little hisses at every drop of her hip, "I'm going to drain you dry...I'm already so fucking close because it has been so long. I don't even know if I'm going to last more than once with this. It has been too damn long and I can feel it, I can feel it wearing down on me with every thrust." She then moaned with a tremble that shook both of their bodies as she continued on, "I just want to feel every drop of cum inside of me, I just want to be full, I want to feel it so badly and I can't help but keep on going and going, I'm so fucking desperate for this fuck!"

Layne's claws flicked out of her digits and she dug them into the other's side before slamming her hips up with a growl, hot cum popping out of the tip of her cock in hot ropes that painted her inner walls. The spider yelped and gasped aloud, eyes wide as Layne's seed poured inside of her pussy. Layne could feel the tightening of those heated walls, the small gush of pleasure against her crotch as Seana shared in her climax. It could be over right there, but Layne held on tight and kept on thrusting over and over again while rope after rope of cum poured out. She loved how eager Seana had been, how desperate and hungry for this, she had shown herself to be. There was something in that heated hunger that brought her own body to a boil and she kept on pounding in until every drop of her cum was firmly planted inside of the spider's pussy. When that was done, the potion maker slumped back against the shore with a gasp.

Seana and Layne slumped together on the shore, panting and basking in the heated afterglow. The spider was the first to recover, slipping into the water with her head just over the surface and her eyes closed as she moved away. Layne opened an eye to see this and soon followed, dipping her sore body beneath the surface. She was now aware of the dull pain on her neck along with the trickle of blood that was still there, but all of that began fading away as she let herself get carried away by the magic water in the springs. Ears folded back, and eyes closed, she let herself drift and drift until she hit something that wrapped their arms around her.

She opened her eyes to see Seana with their head out of the water holding Layne close to her chest, "Are you okay?" The spider whispered.

Layne nodded and laid her head against the spider's chest, eyes shut as she just enjoyed the contact. Together they floated in the spring beneath the fungal forest, enjoying the company that they had found with one another. Tomorrow would be a busy day certainly, but for now, enjoying one another and resting would suffice.