He's never been very good at telling her no.

He can feel her hot tongue against his shaft, and it sends shudders up and down his spine. He suppresses a groan, and his nausea.

"Maka," he says, voice strained with effort. "We need to-"

"I know exactly what we need to do," she giggles. She flattens her tongue and draws it languidly against him. His eyes roll back into his head, but he forces them forward. "We're already doing it."

He needs to tune her out. "Maka," he tries again. "Maka."

"Oh, I love it when you say my name."

It's clear from the way she chuckles breathlessly against him that she knows exactly what she's doing to him. There is a buzzing in his ears. He knows there is something he must do, but the way her fingers curl around him, playful and light, is very distracting.

"You're being so stubborn," she says coyly, and her pink tongue wraps around his shaft.

"Guh," is all he can reply.

"Aw, we lost our first name basis."

Soul realizes he has closed his eyes, and he wrenches them open again; he has to focus. Maka is kissing him up and down with an open mouth, humming against him.

"Maka," he says in a tinny voice, and calls, hearing it echo across an empty chamber.

"There we go," she purrs. Maka opens her eyes to meet his gaze, and Soul stares down not into the familiar cool sage he is used to, but the flat olive color that is the sign of the madness overtaking her.

He is watching her from his scythe's eye, but he is also desperately searching for her beneath the ebony waves of their souls, peering down through the muck into the abyss. He promised he would pull her out of the madness, but every time she dives deeper and deeper, and now he can't find her, far below the onyx surface on which he stood, far out of sight.

But she is also right there in front of him. "Soul, you know what I want."

"Maka, I'm trying to help-"

"You know what's going to help," she moans against the hard metal of his scythe shaft. "You know what I need."

"We have to-"

"I want you inside of me," she whispers.

Soul falters, the sentence every bit as erotic as he imagined it would be when she finally said it, but it's wrong, wrong, wrong coming from the lips of the demon possessing her. But it is in her honeyed voice…

"Our friends need us-"

"They're fighting a losing battle," she says, though she sounds wholly uninterested in their plight. He can feel her heated thighs on the end of his weapon form, and as if she notices his attention, she squeezes them around him, and he hisses through his teeth. "They can't defeat the Kishin without our help. And the only way we can help is…"

"No! Maka, there has to be another way!"

"You know there isn't," she coos, and he wonders how she can sound so sexy and so scary at the same time. "Crona and Asura are more powerful than you and me, more powerful than Black Star and Kid and all their weapons, more powerful than my father and the lord of death. And do you know whyyy?" She draws the last word out, and Soul can feel his muscles, even while coiled into demon steel, tighten in anticipation.

"Maka-"

"You know why they're stronger. They both fight with their weapons inside them. They get their strength by having swallowed their weapons whole and fight as one." The bags under her eyes belie their piercing gaze, and they remain trained on his single eye. She presses the scythe against her chest, and Soul sinks into the valley between her pert breasts for the first time. He shudders, and she laughs softly.

"Soul," she says, and it sounds so much like the real Maka that he feels dizzy. "You know what I want. What I need." She's rubbing herself against him, almost imperceptibly, but it's something that's haunted his dreams for so long, even the slightest movements feel like an earthquake.

He is frantically looking through the obsidian depths, looking for her soul lost beneath the glassy surface. He knows she's down there somewhere, lost in the madness of their resonance, something he did to her, something he did to her over and over again. He strains his ears for the sound of her voice, anything to guide him to her.

But her voice is right beside his ear, right in front of him. "I need you inside me, Soul."

He was never very good at telling her no.