"Why must you always hurry away, my little one?"

The voice of Mere Antoinette, the witch, was an amorous croaking. She ogled Pierre, the apothecary's young apprentice, with eyes full-orbed and unblinking as those of a toad. The folds beneath her chin swelled like the throat of some great batrachian. Her huge breasts, pale as frog-bellies, bulged from her torn gown as she leaned toward him.

He gave no answer; and she came closer, till he saw in the hollow of those breasts a moisture glistening like the dew of marshes... like the slime of some amphibian... a moisture that seemed always to linger there.

Her voice, raucously coaxing, persisted. "Stay awhile tonight, my pretty orphan. No one will miss you in the village. And your master will not mind." She pressed against him with shuddering folds of fat. With her short flat fingers, which gave almost the appearance of being webbed, she seized his hand and drew it to her bosom.

Pierre wrenched the hand away and drew back discreetly. Repelled, rather than abashed, he averted his eyes. The witch was more than twice his age, and her charms were too uncouth and unsavory to tempt him for an instant. Also, her repute was such as to have nullified the attractions of a younger and fairer sorceress. Her witchcraft had made her feared among the peasantry of that remote province, where belief in spells and philters was still common. The people of Averoigne called her La Mere des Crapauds, Mother of Toads, a name given for more than one reason. Toads swarmed innumerably about her hut; they were said to be her familiars, and dark tales were told concerning their relationship to the sorceress, and the duties they performed at her bidding. Such tales were all the more readily believed because of those batrachian features that had always been remarked in her aspect.

The youth disliked her, even as he disliked the sluggish, abnormally large toads on which he had sometimes trodden in the dusk, upon the path between her hut and the village of Les Hiboux. He could hear some of these creatures croaking now; and it seemed, weirdly, that they uttered half-articulate echoes of the witch's words.

It would be dark soon, he reflected. The path along the marshes was not pleasant by night, and he felt doubly anxious to depart. Still without replying to Mere Antionette's invitation, he reached for the black triangular vial she had set before him on her greasy table. The vial contained a philter of curious potency which his master, Alain le Dindon, had sent him to procure. Le Dindon,the village apothecary, was wont to deal surreptitiously in certain dubious medicaments supplied by the witch; and Pierre had often gone on such errands to her osier-hidden hut.

The old apothecary, whose humor was rough and ribald, had sometimes rallied Pierre concerning Mere Antoinette's preference for him. "Some night, my lad, you will remain with her," he had said. "Be careful, or the big toad will crush you." Remembering this gibe, the boy flushed angrily as he turned to go.

"Stay," insisted Mere Antoinette. "The fog is cold on the marshes; and it thickens apace. I knew that you were coming, and I have mulled for you a goodly measure of the red wine of Ximes."

She removed the lid from an earthen pitcher and poured its steaming contents into a large cup. The purplish-red wine creamed delectably, and an odor of hot, delicious spices filled the hut, overpowering the less agreeable odors from the simmering cauldron, the half-dried newts, vipers, bat-wings and evil, nauseous herbs hanging on the walls, and the reek of the black candles of pitch and corpse-tallow that burned always, by noon or night, in that murky interior.

"I'll drink it," said Pierre, a little grudgingly. "That is, if it contains nothing of your own concoction."

"'Tis naught but sound wine, four seasons old, with spices of Arabia," the sorceress croaked ingratiatingly. "'Twill warm your stomach... and..." She added something inaudible as Pierre accepted the cup.

Before drinking, he inhaled the fumes of the beverage with some caution but was reassured by its pleasant smell. Surely it was innocent of any drug, any philter brewed by the witch: for, to his knowledge, her preparations were all evil-smelling.

Still, as if warned by some premonition, he hesitated. Then he remembered that the sunset air was indeed chill; that mists had gathered furtively behind him as he came to Mere Antoinette's dwelling. The wine would fortify him for the dismal return walk to Les Hiboux. He quaffed it quickly and. set down the cup. "Truly, it is good wine," he declared. "But I must go now."

Even as he spoke, he felt in his stomach and veins the spreading warmth of the alcohol, of the spices... of something more ardent than these. It seemed that his voice was unreal and strange, falling as if from a height above him. the warmth grew, mounting within him like a golden flame fed by magic oils. His blood, a seething torrent,poured tumultuously and more tumultuously through his members.

There was a deep soft thundering in his ears, a rosy dazzlement in his eyes. Somehow the hut appeared to expand, to change luminously about him. He hardly recognized its squalid furnishings, its litter of baleful oddments, on which a torrid splendor was shed by the black candles, tipped with ruddy fire, that towered and swelled gigantically into the softgloom His blood burned as with the throbbing flame of the candles.

It came to him, for an instant, that all this was a questionable enchantment, a glamor wrought by the witch's wine. Fear was upon him and he wished to flee. Then, close beside him, he saw Mere Antoinette.

Briefly he marvelled at the change that had befallen her. Then fear and wonder were alike forgotten, together with his old repulsion. He knew why the magic warmth mounted ever higher and hotter within him; why his flesh glowed like the ruddy tapers.

The soiled skirt she had worn lay at her feet, and she stood naked as Lilith, the first witch. The lumpish limbs and body had grown voluptuous; the pale, thick-lipped mouth enticed him with a promise of ampler kisses than other mouths couldyield. The pits of her short round arms, the concave of her ponderously drooping breasts, the heavy creases and swollen rondures of flanks and thighs, all were fraught with luxurious allurement.

"Do you like me now, my little one?" she questioned.

This time he did not draw away but met her with hot, questing hands when she pressed heavily against him. Her limbs were cool and moist; her breasts yielded like the turf-mounds above a bog. Her body was white and wholly hairless; but here and there he found curious roughnesses... like those on the skin of a toad... that somehow sharpened his desire instead of repelling it.

She was so huge that his fingers barely joined behind her, His two hands, together, were equal only to the cupping of a single breast. But the wine had filled his blood with a philterous ardor.

She led him to her couch beside the hearth where a great cauldron boiled mysteriously, sending up its fumes in strange-twining coils that suggested vague and obscene figures. The couch was rude and bare. But the flesh of the sorceress was like deep, luxurious cushions...

PIERRE AWOKE in the ashy dawn, when the tall black tapers had dwindled down and had melted limply in their sockets. Sick and confused, he sought vainly to remember where he was or what he had done. Then, turning a little, he saw beside him on the couch a thing that was like some impossible monster of ill dreams; a toadlike form, large as a fat woman. Its limbs were somehow like a woman's arms and legs. Its pale, warty body pressed and bulged against him, and he felt the rounded softness of something that resembled a breast.

Nausea rose within him as memory of that delirious night returned; Most foully he had been beguiled by the witch, and had succumbed to her evil enchantments.

It seemed that an incubus smothered him, weighing upon all his limbs and body. He shut his eyes, that he might no longer behold the loathsome thing that was Mere Antoinette in her true semblance. Slowly, with prodigious effort, he drew himself away from the crushing nightmare shape. It did not stir or appear to waken; and he slid quickly from the couch.

Again, compelled by a noisome fascination, he peered at the thing on the couch — and saw only the gross form of Mere Antoinette. Perhaps his impression of a great toad beside him had been but an illusion, a half-dream that lingered after slumber. He lost something of his nightmarish horror; but his gorge still rose in a sick disgust, remembering the lewdness to which he had yielded.

Fearing that the witch might awaken at any moment and seek to detain him, he stole noiselessly from the hut. It was broad daylight, but a cold, hueless mist lay everywhere, shrouding the reedy marshes, and hanging like a ghostly curtain on the path he must follow to Les Hiboux. Moving and seething always, the mist seemed to reach toward him with intercepting fingers as he started homeward. He shivered at its touch, he bowed his head and drew his cloak closer around him.

Thicker and thicker the mist swirled, coiling, writhing endlessly, as if to bar Pierre's progress. He could discern the twisting, narrow path for only a few paces in advance. It was hard to find the familiar landmarks, hard to recognize the osiers and willows that loomed suddenly before him like gray phantoms and faded again into the white nothingness as he went onward. Never had he seen such fog: it was like the blinding, stifling fumes of a thousand witch-stirred cauldrons.

Though he was not altogether sure of his surroundings, Pierre thought that he had covered half the distance to the village. Then, all at once, he began to meet the toads. They were hidden by the mist till he came close upon them. Misshapen, unnaturally big and bloated, they squatted in his way on the little footpath or hopped sluggishly before him from the pallid gloom on either hand.

Several struck against his feet with a horrible and heavy flopping. He stepped unaware upon one of them, and slipped in the squashy noisomeness it had made, barely saving himself from a headlong fall on the bog's rim. Black, miry water gloomed close beside him as he staggered there.

Turning to regain his path, he crushed others of the toads to an abhorrent pulp under his feet. The marshy soil was alive with them. They flopped against him from the mist, striking his legs, his bosom, his very face with their clammy bodies. They rose up by scores like a devil-driven legion. It seemed that there was a malignance, an evil purpose in their movements, in the buffeting of their violent impact. He could make no progress on the swarming path, but lurched to and fro, slipping blindly, and shielding his face with lifted hands. He felt an eery consternation, an eldrich horror. It was as if the nightmare of his awakening in the witch's hut had somehow returned upon him.

The toads came always from the direction of Les Hiboux, as if to drive him back toward Mere Antoinette's dwelling. They bounded against him like a monstrous hail, like missiles flung by unseen demons. The ground was covered by them, the air was filled with their hurtling bodies. Once, he nearly went down beneath them.

Their number seemed to increase, they pelted him in a noxious storm. He gave way before them, his courage broke, and he started to run at random, without knowing that he had left the safe path. Losing.all thought of direction, in his frantic desire to escape from those impossible myriads, he plunged on amid the dim reeds and sedges, over ground that quivered gelatinously beneath him. Always at his heels he heard the soft, heavy flopping of the toads; and sometimes they rose up like a sudden wall to bar his way and turn him aside. More than once, they drove him back from the verge of hidden quagmires into which he would otherwise have gallen. It was as if they were herding him deliberately and concertedly to a destined goal.

Now, like the lifting of a dense curtain, the mist rolled away, and Pierre saw before him in a golden dazzle of morning sunshine the green, thick-growing osiers that surrounded Mere Antoinette's hut. The toads had all disappeared, though he could have sworn that hundreds of them were hopping close about him an instant previously. With a feeling of helpless fright and panic, he knew that he was still within the witch's toils; that the toads were indeed her familiars, as so many people believed them to be. They had prevented his escape, and had broughthimback to the foul creature... whether woman, batrachian, or both... who was known as The Mother of Toads.

Pierre's sensations were those of one who sinks momently deeper into some black and bottomless quicksand. He saw the witch emerge from the hut and come toward him. Her thick fingers, with pale folds of skin between them like the beginnings of a web, were stretched and flattened on the steaming cup that she carried. A sudden gust of wind arose as if from nowhere, lifting the scanty skirts of Mere Antoinette about her fat thighs, and bearing to Pierre's nostrils the hot, familiar spices of the drugged wine.

"Why did you leave so hastily, my little one~" There was an amorous wheedling in the very tone of the witch's question. "I should not have let you go without another cup of the good red wine, mulled and spiced for the warming of your stomach... See, I have prepared it for you... knowing that you would return."

She came very close to him as she spoke, leering and sidling, and held the cup toward his lips. Pierre grew dizzy with the strange fumes and turned his head away. It seemed that a paralyzing spell had seized his muscles, for the simple movement required an immense effort.

His mind, however, was still clear, and the sick revulsion of that nightmare dawn returned upon him. He saw again the great toad that had lain at his side when he awakened.

"I will not drink your wine," he said firmly. "You are a foul witch, and I loathe you. Let me go.

"Why do you loathe me?" croaked Mere Antoinette. "You loved me yesternight. I can give you all that other women give ... and more."

"You are not a woman," said Pierre. "You are a big toad. I saw you in your true shape this morning. I'd rather drown in the marsh-waters than sleep with you again."

An indescribable change came upon the sorceress before Pierre had finished speaking. The leer slid from her thick and pallid features, leaving them blankly inhuman for an instant. Then her eyes bulged and goggled horribly, and her whole body appeared to swell as if inflated with venom.

"Go, then!" she spat with a guttural virulence. "But you will soon wish that you had stayed..."

The queer paralysis had lifted from Pierre's muscles. It was as if the injunction of the angry witch had served to revoke an insidious, half-woven spell. With no parting glance or word, Pierre turned from her and fled with long, hasty steps, almost running, on the path to Les Hiboux.

He had gone little more than a hundred paces when the fog began to return. It coiled shoreward in vast volumes from the marshes, it poured like smoke from the very ground at his feet. Almost instantly, the sun dimmed to a wan silver disk and disappeared. The blue heavens were lost in the pale and seething voidness overhead. The path before Pierre was blotted out till he seemed to walk on the sheer rim of a white abyss, that moved with him as he went.

Like the clammy arms of specters, with death-chill fingers that clutched and caressed, the weird mists drew closer still about Pierre. They thickened in his nostrils and throat, they dripped in a heavy dew from his garments. They choked him with the fetor of rank waters and putrescent ooze ... and a stench as of liquefying corpses that had risen somewhere to the surface amid the fen.

Then, from the blank whiteness, the toads assailed Pierre in a surging, solid wave that towered above his head and swept him from the dim path with the force of falling seas as it descended. He went down, splashing and floundering, into water that swarmed with the numberless batrachians. Thick slime was in his mouth and nose as he struggled to regain his footing. The water, however, was only knee-deep, and the bottom, though slippery and oozy, supported him with little yielding when he stood erect.

He discerned indistinctly through the mist the nearby margin from which he had fallen. But his steps were weirdly and horribly hampered by the toad-seething waters when he strove to reach it. Inch by inch, with a hopeless panic deepening upon him, he fought toward the solid shore. The toads leaped and tumbled about him with a dizzying eddylike motion. They swirled like a viscid undertow around his feet and shins. They swept and swelled in great loathsome undulations against his retarded knees.

However, he made slow and painful progress, till his outstretched fingers could almost grasp the wiry sedges that trailed from the low bank lhen, from that mist-bound shore, there fell and broke upon him a second deluge of those demoniac toads; and Pierre was bome helplessly backward into the filthy waters.

Held down by the piling and crawling masses, and drowning in nauseous darkness at the thick-oozed bottom, he clawed feebly at his assailants. For a moment, ere oblivion came, his fingers found among them the outlines of a monstrous form that was somehow toadlike... but large and heavy as a fat woman. At the last, it seemed to him that two enormous breasts were crushed closely down upon his face.