Disclaimer: I do not own Sailor Moon, nor any of the characters from it. I do not make any money from the writing of this story.

Venus had been lured underground for a specific purpose. Any of the Senshi could have been used, but the Mother of Spiders decided Venus would provide more flavor.

The Mother of Spiders, who would have been known as Sailor Mercury, had sent her spies throughout through out both the human world and the Negaverse. Her children were the hundreds of thousands of tiny spiders that had hatched within her body. Their first meals had been her flesh, her organs, her blood... they were her eyes. They were everywhere and unnoticed. She cared little about the human world except for its resources as she plotted her revenge on Beryl.

Her children were able to control rats, but the ranks grew too slowly. Using the spiders within her own body she mapped out the alterations needed to use one of the Senshi as a breeder for generations of rats that would be born under the control of the Mother of Spiders. In fact, many other useful servants could be whelped from a Senshi brood mare. But there was a more important use for a Senshi breeder. The Mother of Spiders was dying.

Her beautiful children had altered her body in wonderful ways. The spiders themselves became her nerves, her muscles and other tissues. They formed linkages in her brain that never existed before. They had eliminated or streamlined internal organs, but they had gone too far. The Mother of Spiders was starving.

Every 28 days Venus birthed her latest monstrosities. Her vanity reflected the filth of her degradation back at her as beauty. She was in a lovely apartment, having tea with her beautiful friend Ami. It must have been evening because everything was growing dark.
Dark, dark grey.

Reality returned to her in a wave of disgust.

She saw rats fighting for the privilege of burrowing into her most private place.

She saw Yoma and monsters raping her.

She saw the swelling of her womb with horrible offspring.

She saw herself sometimes feeding on those offspring.

In each vision she remembered thinking, “This is beautiful. I am at a party, I am at the beach. I am singing at an audition. I am beautiful and everyone loves me.”

Now, she saw herself as she really was.

Venus was kneeling on the floor of the pit. She was naked, her skin covered with scabs and running sores, her pussy was leaking blood from the recent child birth. “Child?” she thought, remembering the claws and teeth of her latest half-bred Yoma child.

Her breasts were obscenely swollen to ten times their normal size. Her light pink nipples were dark red and hideously distended. A grayish fluid oozed.

She was at the feet of the Mother of Spiders. The Mother radiated hunger. Her skin was like paper and her entire body was a sickly white. Venus had seen this before.

A normal human would have become catatonic before this. The memories were too much. The certain knowledge of what was about to happen would have killed any other woman. But Venus was a Senshi and some part of her power still remained.

She looked into the awful eyes of the Mother of Spiders. The one on the left were glowing crystals and shifting in the eye socket. The one on the right still looked human, though covered by a grayish cataract. It jerked in random directions.

The mother smiled, a few spiders crawled out from between her lips.

Venus found herself standing, though she didn’t remember getting up. The Mother wrapped her sickly, but powerful hands around the base of Mina's huge left breast.

The Mother squeezed. Tighter and tighter. And tighter still.

Venus’ nipple exploded. A gush of milk and blood and flesh sprayed into the Mother’s mouth. The milk flowed as the Mother of Spiders locked her cruel mouth over the breast of the screaming Venus.

Mina wanted to escape back to her beautiful room, to the dream of her beautiful life. Venus had been reshaped to breed monsters, but her milk was now the only food the Mother of Spiders needed. The Mother could have left Venus in her fantasy world. The fear, disgust and horror did not change the nutritional value of the milk. It “flavored” it. The Mother of Spiders appreciated the taste of Venus’ self disgust.

Venus’ right breast was drained the same way. She had always been secretly proud of her firm, round tits. She knew how they attracted boys and girls. And men, especially men. They were nothing to be proud of now, two empty sacks hanging in tatters. Terrible finger shaped indentations remained in the flesh. Venus' entire body now looked drained.

The Mother of Spiders radiated foul health. Her paper dry flesh filled out. The cataract in her human eye had disappeared, though it still rotated wildly in every direction.

Mina was quivering in a fetal position, unable to move. Her prayers for death unanswered. She knew what was coming next, another horror.

She saw the feet of the Mother straddling her. She wanted to close her eyes and mouth, but had forgotten how. A few drops of liquid hit the stone floor by her face and smoked as they evaporated. More drops began to fall on her exposed skin. They burned, especially when falling on the ruins of her breasts. The Mother of Spiders sighed and released her stream. Venus did not even know if she was crying.

Her flesh was badly burned, in some places muscles and tendons were visible. Her beautiful face was gone.

The Mother grunted, sighed and went to her throne of bones.

The choice, the final horror.

Venus could retain her memories, relive them over and over and over. She would be kept alive, though unable to move. Maybe could starve out the Mother of Spiders. Maybe. More likely they would continue to breed her, but fully conscious the whole time.

Or she could return to the dream. Her body would be healed. She would let the horrible things happen, but would not to know about them except after her next litter.

She made her choice.

She got to her knees and crawled to the throne. The ruins of her breasts dragged across the stone floor.

She kissed the feet of her horrible mistress, using her tongue to clean the foul skin. As she kissed and licked her way up the legs and thighs, an occasional spider crawled into her mouth or up her nose. The Mother considered this foreplay

Soon Venus’ face was buried deep into the flesh of the Mother's gaping cunt. There was the reek of death there. Venus used her lips and tongue to groom the Mother. The taste and stench of her recent urination faded as Mina’s face pressed deeper. A flood of warm moisture covered her face, her eyes, her nose, her mouth. Mina pressed her face deeper into the revolting flesh feeling the pressure.

She was drowning in the Mother’s cum.

Absently she felt her mangled breasts and urine burned flesh healing.

The pressure extended to her ears which also filled with the fluid.

Her entire head felt like it was covered with a warm, wet, fleshy sack.

The pressure was around her neck now.

Mina was in a beautiful place.

The Mother howled in ecstasy.