Anime: Soul Eater

Rating: M (for sex and graphic horror)

Pairing: Stein/Medusa

Time Period: During episode 18 "Nightmare at the Night Festival"

Disclaimer: Not mine!! These characters totally belong to Ookubo Atsushi.

Warnings: I'm not going to go easy on you. There is some real horrific stuff going on here, especially in later chapters.

A/N: I love Stein/Mesuda! I love it so much!!

"Won't you join me?"

Join me she said. And the way she said it made it so very irresistible. Professor Franken Stien actually had to carefully weigh the possibilities. And while he was busy thinking with a loose screw, she was leaning closer, pulling his head down to hers.

It was so very tempting. A world where he didn't have to hold back his natural inclinations to dissect everything in sight. And it was in that moment of longing and mental indecision that their lips met. Once they did, instinct kicked in and Franken pressed against her lips gently.

With his wonderful intellect he was able to analyze every sensation in that brief moment of time. They were still swaying gently across the dance floor. The woman in his arms was warm, sinuous, bending easily to him as he led them through the steps. But despite her warm supple body, her lips her surprisingly cold. Very cold. Like kissing a...

The kiss broke off and she smirked menacingly at him, eyes glowing a soft amber with reptilian slits for pupils. Something wasn't right about this situation, Medusa had managed to get in under the stitched up teacher's defenses and now he really couldn't think straight. His hand itched for the giant bolt in his head, needing to turn it to gain a new perspective on the situation but as they were still dancing he wasn't able to get a grasp on it.

Being the intelligent person he was, he tried to find a discreet way out of this. "Medusa-sensei, if the students were to see us like this, there would be a scandal." He leaned close, whispering the words against her skin.

"Mmm, I don't see how that should matter. Especially in the world we are going to build." She hissed back sensually.

There is was again, the sense of unease. But the pieces weren't fitting, cogs were slipping. "I would be happy to continue this conversation elsewhere, dear Medusa." He grinned at her and had a very pleasant thought in his mind of her strapped to his table, innards exposed. His hand twitched for his bolt again.

"Of course dear professor." She kept smiling at him and stepped from the dancing poise to his side. Then she took his hand. Not just any hand, his screw hand.

A sudden paranoid thought sprang up. She knows... she knows I need that hand to help me adjust my thoughts. She knows I need to shift perspectives to see the whole picture and now she won't let me think straight... she knows. I should find out all she knows. While thinking all that, his gaze hadn't moved, keeping that same stupid smile motionless as she had twisted around him. But then he turned to her with a soft smile. He gently squeezed her hand and led them from the party slowly.

From the party room, the teacher led his consort into the nurse's office. "Here? Why here, Stein-hakusei?" Medusa leered, looking at him in that way that suggested she knew exactly why they were here.

Because it has scalpels, was his first thought, but what he said was. "It has a nostalgic feeling, doesn't it? Also, soft beds..."

"Oh Stein-hakusei, what could you be thinking?" Her poisonous smile became lustful and she leaned in, still not letting go of his hand and thus not allowing him to review the current situation.

"Medusa-sensei, I am thinking about this." And he nearly slammed her into the wall, throwing himself against her and kissing her again, this time on purpose. The feeling was electrifying. Not like a thunderbolt, more like touching one's tongue to a nine-volt battery, then keeping it there as the amperage slowly goes up.

The witch gasped under him then made a small moan into the kiss and seemingly gave in to his passion, parting her lips. Her tongue flicked out, meeting the professor's, and one of his cogs ticked, a gear grinding. They weren't spinning right. But the sensation of the moment won over and he fully accepted her strange tongue. He was lost in sensory overload as something cold and tingly wrapped around his tongue.

That couldn't be her tongue, could it? it was too sinuous. His studies of biology didn't account for a witches tongue to be this flexible. And it tasted... it tasted like...

There was a sudden explosion of input inside his brain. When coherent thought returned after a moment he first realized that she was grinding against him, pressing her barely dressed thigh between his legs and rubbing rhythmically. The second realization was that her hand was on his screw-bolt. She must have gotten it there while he was distracted by the kiss and then incoherent with the sensual contact.

Fanken wrapped his right arm around her, pulling her closer and started grinding back. She released the kiss, smiling at him and putting a gentle pressure on his bolt. He grinned back like a manic idiot. Perhaps she didn't realize the pleasure that screw produced.

Or maybe she did. She turned it once, listening as the cogs slid back into place with a tender click and watching the expression on the good doctor's face change to one close to the drooling moron, and didn't seem the least surprised.

But with that single click to his cranium, Stein was able to understand what he had been missing this whole time. She's a snake. And she has snakes inside her. That kiss, that was one of her snakes entering my mouth. I didn't feel it because of her expert grinding. I wonder how many snakes are inside me now? How wonderful. He could feel them now inside him, moving, trying to take him over, and a familiar metallic flavor in the back of his throat. He started chuckling softly but it soon escalated into a full maniacal laughter.

Medusa wasn't done, she prepared to twist the bolt again, her snaky tongue flicking out of her mouth, but Franken Stein grabbed her hand and spun her around, pressing her into one of the beds. He held her there with one hand, his other hand grabbing a surgery knife from the cabinet. "I'm going to dissect you." He said with utmost enthusiasm, light glinting off his glasses.

She wasn't the least bit frightened by his supposed threat, even as the knife came towards her. "Oh?" Was her only vocal response and twisted the snakes within him. He gasped and brought his knife down. It barely touched her pale collar bone and one managed to entwine around his arm, halting any further incision making.

A small bead of blood appeared at the tip of the knife and Franken began sweating. The pain from the snakes was so wonderfully excruciating and the smooth skin was just screaming at him, demanding to be cut open. Slowly, shakingly, he drew the knife down her body. It sliced into her dress neatly cutting it in half down her front, and exposing her chest, leaving just a thin line of red. The knife continued, shifting to the side slightly to meet the slit in her skirt. He was panting now and reached a shaky hand up to his bolt.

One click and his madness ebbed, along with the slithering pain. Now his greatest source of discomfort was where she had so lovingly rubbed against him. His groin ached for release and there was a beautiful sexy woman lying on the bed beneath him. He had brought her here for many purposes, this being one of them. As he sorted this all out, standing there mostly motionless, Medusa's smile widened in triumph.

the professor's sadistic gaze turned to one of lust and he placed his hand on her showing thigh, then slowly began sliding the hand upwards, parting her dissected clothing in the process, revealing more curves and pale skin that called out to him.

Medusa reacted to his touch, hissing in pleasure and writhing gracefully, sometimes moving away, something leaning towards his fingers. She beckoned him closer with her eyes, her lips parted slightly, letting her snake tongue flicker out.

He leaned over her and she reached up to remove his glasses, then slowly slid the lab coat off his shoulders. He didn't react except to smile down at her. She began unbuttoning his shirt, then undid the tie with a flourish. Her hands slid into his shirt, caressing his scarred chest and he pulled her in for another kiss. The remnants of the dress were cast away and his skilled fingers cupped her breasts lovingly, causing her to gasp again and moan into the kiss, demanding more.

Stein massaged her bosom with practiced motions, teasing and fondling gently. Medusa made more wonderful sounds, still writhing beneath him. It was almost more then he could take and gears started grinding again. He grabbed one of the witches wandering hands. "Medusa-sensei," Stein began, his voice steady despite his twitching fingers and the heated look in his eyes. "If you want more, perhaps you should help me out a bit?" and he directed her hand to his now quite aroused genitals.

"Why Stein-hakusei," The seductress even managed to pretend to blush. "Are you suggesting something indecent? Here? In my office?" Stein's grin that followed has nothing close to decency in it and Medusa's echoed it. She undid his pants, freeing his erection, and he tugged off her panties, briefly observing that they were yellow with black stripes.

The rest of the remaining clothes went quickly, and he shifted her position on the bed so he was now kneeling over her. "Nake, Snake, Cobra, Cobubra..." She chanted quietly, and locked the door securely with her magic, making certain noone would interrupt.

The professor positioned himself, folding Medusa's legs up, spreading them. He pushed into her, not noticing where her hand was going. When he was nearly in there was a click and suddenly sensation washed over him again. Pain. Excruciating pain shot through him as he became aware of the snakes again. There was screaming. Someone was screaming. His throat felt raw, so it must be him screaming. But still, pleasure... this intolerable pain was blissful in its agony.

His ears and body adjusted to the new perception slowly. It wasn't just him screaming. There was a woman's voice. She was screaming out in uncontainable rapture. He looked down at her, his screams turning into ragged panting breaths, and noticed that even with his mind unaware his body had continued without him, thrusting into her. Her hand was still on the screw bolt, putting further delicious pressure on it. Now he knew where the sources of pleasure were coming from, the pain making it that much more thrilling.

The snakes started moving again, Medusa's screams dying down, and she clicked his bolt once more bringing a groan from him and Stein started thrusting faster. She moaned and wrapped her legs around him, hand still clinging to the screw head.

he watched her expressions with scientific fascination, as well as true affection. She was so beautiful. He wanted to see her ripped open on his table, organs exposed to his penetrating eyes. So beautiful...

He found the scalpel and managed to make a small cut on her cheek and begin another on her collarbone before she noticed. She gripped her snakes within him again and he grunted but didn't stop, either in the cutting or the in and out motion of his hips. But she wasn't afraid. The cuts only added to her ardor and the blood excited Stein, so she didn't force it rather she reveled in it and twisted the bolt again...

And again...

And again...

Professor Franken Stein was helpless against his own implant, his perceptions changing rapidly from one to the next, sensations shifting from numb, to excruciating, to pleasure, and back again. He no longer became aware of his own actions, but he somehow managed to continue to pleasure the witch spy. A climax was on the horizon and he wanted to experience it fully. So he wrested her hand away, only causing her to grip his hair instead, panting and squirming beneath him.

At this moment in time she looked more human than ever. He saw the woman and not the snake. He liked her this way, free from worry, doubt, trouble, and politics.

He clicked his bolt one more time as he sped up one last time and felt the orgasm fully wash over him as he released into her. She screamed as her own climax crashed, all of her control going with it. For that moment, in eachothers arms, bodies together, her magic was silent, the snakes motionless. Stein held her, feeling a connection deeper than he had felt with any weapon he had ever held. This was no weapon, this was Woman. And he loved her.

Medusa slowly recovered from her orgasm, panting. She released the death grip on Stein's hair and wrapped arms around him as well. She whispered into their embrace. "I love you, Franken Stein hakusei."

"I love you too, Medusa" He whispered back. They kissed, lovingly, passionately.

"I'm sorry..." She said after the kiss. Stein looked at her but before he could ask what she meant she turned into a snake and vanished. The spell on the door was released and an alarm sounded throughout Death City.

Stein sat up in the hospital bed and pulled a cigarette out of his discarded coat pocket. He lit it, took a drag and breathed out slowly. "I suppose it's time for me to fight then." And he clicked his bolt a few times to realign his perceptions before standing up.

At that moment, Spirit burst through the door. "Stein! Medusa's a witch and is trying to awaken the kishin!" he then took in the sight of his kouhai sitting naked on the bed, with a shredded dress and a bloody scalpel. "Ah! I-I think I'll let you get ready..." he then closed the door and left just as suddenly.

Stein smiled, then stood up and laughed. He got dressed, finished his cigarette, then met Spirit in the hallway, the elder still looking a bit traumatized. "We don't have much time, sempai. Transform."

"H-hai..." Spirit replied. He turned into a scythe and Stein caught him and ran down the hall, all business now. They had a city to save.

A/N: and so Stein and Spirit rush off to save the day. Will they succeed? Either watch the anime or read the manga to find out. I'm not really doing alternate storyline here, just inserting special events I think could have made the story better. The next chapter of this happens a few episodes later; Stein is alone and thinking to himself a little too loudly.