She clenches her jaw. The witch knew she would usually go down the same route as her love, resisting till the very end, but that would only goad the being to tear into her mind and will. Clarice fell into depression after her encounter with this woman. Despite her love's warnings, she tried to fight this thing. There was nothing left for her to fight back with. One way or another, those shackles will be on her wrists.

The monster did not seem pleased at her reaction. It seemed to like the fruitless struggles and the pain that her magic could bring. Though this could be all a trick, Kanoe thought it best to follow along. Not like she has any other choice.

"F-Fine," She pants softly, "It's not like I could stop you..."

Still breathing deeply, Kanoe holds her slightly shaking wrists. Bruises and burns could be seen on the witch's hands, a side effect of using such volatile magicks. Her eyes close as she lets her wrists fall into place, the cool metal binding her further into this room that was her prison.

"Ahh, your poor hands!" Steel said with the barest hint of actual concern in her voice. "Oh well. Nothing to be done for them now."

The hand that grasped the cuffs hauled hard on the restraints to force the girl in them to her feet. Once the things were high enough that Kanoe could barely get her heels on the ground, they were slammed back into the wall and clipped in place by a hook that had been hidden in webbing a moment before. The sticky threads clung to the girl's modified uniform, pressed into her long hair, and wrapped uncomfortably against her skin. Where she landed, dozens of spiders of varying sizes began to immediately clamber up and over her on their way across the wall.

"Now, we just need to get rid of that first sign of your arrogance: that horrid attempt at reworking the dress code."

Steel waved her right hand in a small flourish, and a knife appeared in her grasp, small and sharp and dark.

The young witch yelps in pain as she was roughly brought to her feet. She could barely stand without assistance and the shackles grind against her wounded hands. Like a rag doll, her body slams into the wall causing another loud gasp of pain to escape her. Kanoe tremble, balancing weakly on the balls of her feet as spiders crawl over her body.

It took the feeling of one's skin crawling to a new level. Besides a shiver and a gasp to the touch of the dozens of metallic spiders, she kept her eyes on the woman before her. Her heart continues to pound hard as fear threatens to creep up on her senses. She hated being helpless but there was nothing she could do about it, hence the term. Kanoe watches the small knife, following it's edge. This thing made her lover break down. She could only imagine what this thing had planned for her.

The gray woman was always a fan of certain old standbys, at least as far as foreplay was concerned. Such it was that the knife in her hand winked in the low light and danced out towards the girl.

"Now don't fidget or squirm," Miss Steel commanded as her other hand took hold of the fabric over the girl's right breast and pulled it carefully away from her skin. "I don't want to cut you any, even though you did take plenty of my blood with your tricks."

The sharp edge of the thing shoved cleanly into the blouse, flicked downward to open that side of the cut, then began carefully cutting through the cloth. The soft tear and shear of threads was the only sound until the gray woman completed the bit of work, leaving an uneven diamond of exposed flesh and whatever bra the witch had underneath. Without hesitation, the knife repeated the process over he left side, flicked dangerously close to Kanoe's cheek as it broke through the last bit of fabric in its path, then swung quickly around and held at Steel's side. Bare feet shuffled softly back one step to survey her handy work, and a hungry grin creased her lips.

"There. That looks much better."

Being told not to move when a knife is being waved before her, Kanoe could not help but cringe away slightly. Her teeth grit slightly at the sound of fabric tearing as the monster went to work. Strips of cloth fell away, leaving two diamond shaped holes over each of the student's breasts. A black bra held the pale orbs in check as she shifts her weight on the balls of her feet.

She gazes at the woman's eyes. Kanoe tries to remain composed but the holes in her blouse left her a feeling of vulnerbility. Her clothes were not torn off like other monsters, they were redesigned for this sick woman's mind. The witch kept silent, not daring to ask what was next. Her hands throb, sending waves of pain through her various wounds.

The blade wavers for a moment as Steel looks over the skirt and ponders what to do with it. She begins to hum softly, a wordless, nameless little tune, and smiles calmly as she steps forward again. Her free hand slides up and scratches gently over Kanoe's right arm. When hands meet, the gray woman snatches forward and clasps the girl's tightly against her own to force stabbing pain into the aching wounds and scorches.

The cold flat of the knife delicately traces over the witch's inner thigh up towards her slit. The hand clasping hers pulls carefully away, brushes over a soft, pale orb, and takes a tight hold of the front of the black skirt. Throughout it all, the gentle, inane humming continues, a strange conterpoint to the point of the blade slicing through the top of the skirt and starting the tear that rends the cloth. The fist full of fabric pulls away and holds the discarded pleats up to Kanoe for inspection as the cool air settles in between her legs and against her soft mound where the front third of her skirt is now gone.

A cold sweat glistens the student's brow as the monster moves closer. The constant humming drones on as the creature traces up her arm. The woman's body felt cold like metal but that was not the only reason she shivers to the touch.

"Nngh!"

Kanoe cries out in pain as the woman's hand squeezes around her. The cool feel of metal brought only brief relief as her palm grinds into her bruises and burns. She tries to sink further against the wall, causing her wrists to grind against the shackles. The witch does the best she could to swallow her fear as the tip of the woman's blade, traces up to her slit.

The sound of tearing fabric nearly makes the young woman whimper. This monster was the most dangerous type. It was not going to force itself on her. This grey woman was going to pick away at the student till she finally breaks down. How long did Claire last against this woman? Was she going to end up the same way? She could feel air caressing over her inner thighs. The opening of the skirt revealed black panties, matching the bra. And yet the woman kept humming away as if nothing has happened.

At the sight of those black panties, the knife curls away and turns backwards in gray fingers. The fabric falls away to the side in a soft flutter as it's released carelessly. The base of the handle taps gently on Miss Steel's chin as she considers the trapped, hurting, helpless girl. The fingers of her free hand reach out slowly to trace idly over Kanoe's left wrist, then lightly up over her wounded hand. As she brings out more pain, the gray woman hums happily to herself and relaxes her grasp on the knife to turn it back around.

"Now really, really don't squirm this time," she says softly.

Smooth, cool fingers tug and pull at the fabric clinging to Kanoe's left breast, teasing at the nipple beneath. The humming returns after a moment of quiet, and a patch of the bra is held away from the pale woman's skin by the pinching fingers. The blade slices first through air, and then once more through fabric. For the briefest moment, the sharp edge touches the faintest hint of skin, then slips back and readjusts its path to prevent cutting into her. The only indication that she realized what had happened to come from Steel was a soft pause in her tune, which immediately returned to normal as if nothing amiss had happened.

A faint whimper finally escapes the young woman. Her panties fell away, revealing her sex to this vile creature. But the woman merely ponders as if Kanoe was some sort of experiment or work of art.

The witch cries out again as her other hand was cruely pressed on. The pain was not what scared her. It was not knowing. She had no idea what was going through this woman's head. Most monsters simply gaze at her body, trying to decide what hole to fuck. This woman on the other hand was just getting started.

Kanoe's eyes went wide at the soft order. The tip of the knife just barely passes against her nipple, sending a mixture of fear and anticipation through her being. Feeling the thin fabric of her bra be pulled away, she could guess that more 'adjustments' were being made to her clothes. The sudden poke of the blade nearly made the witch yelp only to hear more cloth being gently sliced away.

Trying to catch her breath, she tries to think of something else, anything else besides this woman toying with her.

Miss Steel hums louder and smiles more broadly at the exposed nipple in the open circle of the sliced bra. Her free hand begins to tug and tease the fabric over the witch's other breast, coaxing enough of it up into her fingers, as the cold flat of the knife presses tightly down over the already freed nipple. The hard metal holds steady against her soft flesh, robbing it of warmth.

Once the proper amount of fabric was held away from pale skin, the blade slipped away and sliced quickly through it to finish reworking Kanoe's uniform. She took a step back again and tapped her chin thoughtfully, this time with the flat of the knife.

"Well, that's lovely. Now you look the way you should, exposed and tattered. That's all your magic can do for you, you know, is just draw us down upon you. Pity you aren't strong enough to seek real power," the gray woman intoned softly.

She opened her mouth and pressed the edge of the knife against the center of her tongue, releasing a small trickle of yellow, metallic blood. The stuff was a relatively effective aphrodisiac in humans, she'd discovered long ago, which was why she grabbed Kanoe's cheeks, gently forced her mouth open, and kissed her hard and deep to feed it to her.

She wanted to be strong, she really did. But, the cool blade nearly cutting into her nipple causes to cringe and try to retreat deeper into the webs and spiders. The witch could feel the heat leaving her body as her nipple began to harden against the steel of the monster's blade.

"I..I do want power," She replies softly.

Just not the way that monster wants her to get it. Destroying Clarice would not help her. They were lovers and rivals when it came to magic. As she grew so did Clarice as they try to remain strong to protect the other. Soft perhaps but it's effective enough. Kanoe gazes in wonder at what the woman before her was doing. The thing must have some sort of fetish for pain as the knife sinks slightly into the creature's tongue. Seeing the strange yellow blood, she began to struggle as her cheeks were grabbed.

"N-No.."

She tries to protest but that only aided the metallic woman. Their lips met as the bleeding tongue invades her mouth. Her shackles clang against the metal links as the witch squirms, trying to break away from the kiss and metallic taste of blood.

The gray woman held the kiss for a long, terrible moment, forcing the acrid blood into Kanoe's lips. Her full body crushes against the witch's, pinning her in the webs and the swirling spiders amongst them. She breaks it with a gasp and a twisted grin and takes a step back again. Yellow-green, inhuman eyes slide once more over the trapped girl's form as Miss Steel licks her lips of the lingering intoxicant.

"Forgive me the delay in answer, but you clearly don't want power. I offered you infinite might, and all you had to do was bring a night of suffering upon your lover. One night of pain, and then weeks, months, maybe years, maybe aeons of peace. But no." She brushed her lips with her thumb and glanced down at it. "You couldn't be the cause of her hurt, could you? You'd rather just be another whore. You'd rather drink poison and suffer on your own cross forever than be the source of a single moment of her pain. You're both so pathetic."

She spat on the floor and sighed, then turned the knife towards her own gut. She slams the weapon into herself, but instead of piercing her skin it merely melds back into her flesh and vanishes into nothingness once more.

Spiders continue to crawl over her body, tickling her exposed skin. Kanoe takes a deep breath as the kiss finally broke, gazing at the steel woman. The taste of blood was still fresh as the aphrodisic began to filter into her body. She knew the blood had to be doing something but the heat of the stuffy room hid the initial effects. Warmth spreads slowly through her being as her breasts began to fill with heated blood.

"She..She cannot help me if she is broken," She replies, "Anyone else I would gladly sacrifice."

There were many students she was not fond of, definitely an even trade in her book. But, her lover was hers and hers alone despite the monsters. She wanted Claire to remain whole for now. Only when she surpasses the woman will she... That did not matter now. Did she really give up months of so called peace for this? It was becoming hard to focus, harder to think. She felt so very hot.

"Help you?" The gray woman tilted her head to one side, curious and folded her arms over her own bare chest. "I would have answered any questions you asked. You would have had access to anything you wanted. But you didn't put that together, did you? You heard that poor little Claire would get hurt, and, oh no, you can never let that happen." Her arms cast about the air around herself as she gestured at nothing extravagantly.

She sighed and shook her head, exasperated, then stepped back up to Kanoe and reached out to cup both her breasts in her palms. The little rant had given the intoxicant a bit more time to infect the witch's blood, and now gray thumbs flicked softly across her exposed nipples as her hands kneaded gently at the flesh beneath.

There was no point in trying to explain it to the woman. This monster will not know how important Clarice was to her. Even if she complied, it was doubtful she would leave unscathed as well. Just like most dealings with monsters, it was a lose lose situation.

Kanoe was already panting softly as sweat glistens her brow. The poisons were now fully running through her system. Even the protection of her bra did little as the fabric rubs against the groping hands and tender flesh. She bites down hard on her lip. What was wrong with her? The luscious orbs were reacting nicely to the monster's touch, firming and swelling with growing arousal. The cool metal thumbs flick across her peaks, sending an avalanche of pleasure rolling through her pulsing breasts. The witch squeaks faintly, gasping for breath as her eyes shut tightly. She hated how sensitve her body was. Within a matter of moments, soft moans begin to escape her tight lips.