Disclaimer: I apologize for lagging a bit ; u ; I took my SAT exam last Saturday & I've been gradually losing sleep. I hope the length of this chapter makes up for it¿ yes no maybe so boop boop badoo woohoo almost 7k words!

/Storms into Barns & Nobles.

Buys every single material with Soul Eater labeled on it.

Makees a fortress out of it./

I own Soul Eater.

& Heads up: This chapter contains a lot of flashbacks and some arguing. And I have a question at the end of the chapter ; u ;

IV—One Step Forward, Two Steps Backwards

The base certainly was not what Maka had expected. She was dumbfounded when Black Star told her that they arrived when they were clearly in the middle of nowhere, Death City still a dark smudge in the distance. When she questioned him, he strolled over to a boulder about half the size of him and kicked it to the side, revealing a sandy, narrow manhole. He lifted the lid to it and hopped inside, calling behind him, "Follow me!"

"Are you serious?" Maka asked shortly, turning to Tsubaki for reassurance.

The dark-haired girl only smiled sincerely and nodded. "Hey, be glad that your chest isn't the size of mine," she chuckled as she followed her meister. Maka couldn't hold back a giggle.

There was a ladder to climb down, which went on for at least three minutes before they appeared in a deep, underground cavern filled with water. A thin concrete path with a few lighted torches greeted them at the end of their climb, which led to a small cave in the middle of the lake. "It's kind of a long way to go," Black Star explained as they approached the cave, his voice echoing in the cavern, "just incase they find this place."

"Which they won't," Tsubaki commented. "We're in too deep."

Maka immediately expected Black Star to make some sort of sexual innuendo to her statement, but his face remained stone as they entered the cave. "Black Star... What's happened?" she asked quietly. "Why—"

"Watch your step," he interjected, taking her hand to pull her back when she didn't see the steep dirt staircase below them. He guided her down a few steps before releasing his grip on her.

"...Why is the academy nothing but a pile of scraps? It makes it seem like we're losing..."

"Because we are," he answered plainly. "We're in some deep shit."

Her eyes widened and silence was carried on, for he sounded like he did not wish to be spoken to.

She glanced at Tsubaki every once in a while and took note of her appearance: the girl looked lost in her own thoughts, her eyes dazed and her lips pressed in a straight line. Her eyebrows were furrowed in either worry or anger, but overall, she looked very tired and stressed.

This was very abnormal for Tsubaki. Yes, she would occasionally doze off during class because Black Star sometimes kept her up training, but that was nothing compared to this.

Black Star as well seemed to take on a completely different appearance. His eyes were constricted, almost like he was constantly glaring, and the childish, playful features once on his face were almost transformed into something hard and cold. There was no question about it; he was indubitably furious about something. His mouth was hidden behind his scarf as always, but his eyes gave off another trait that was never seen before on him since the day he was born (and Maka of all people would know this).

'Regret?'

She didn't realize how long they had been descending for, but they finally reached the bottom. A large stone door awaited before them, guarded by two women, and...

"Papa!" Maka cried, staggering forward and leaping into her father's arms.

A smile spread across Spirit's face from ear to ear, and he sighed in relief, tightening the embrace on his daughter and running his fingers through her hair. "My little girl..." he muttered. "I'm so glad you're safe." She would've cried again, but she already used up her tears on Black Star.

She pulled back to look at her father's eyes; he seemed the same as ever compared to her friends. They pulled away and Spirit glanced over her head to smile at Soul. "And how are you, Soul? Looks like you took good care of my Maka like alw—"

Black Star kicked Spirit in the shin, immediately silencing the older Death scythe with a yelp. "Be quiet, old man, and open the damn door," he ordered. Before Spirit could object and lose his temper, the younger boy pulled him down by the shoulder and murmured something in his ear. The red-haired man calmly nodded and lifted himself back up to see Maka staring at the ground.

"I'm sure you're all very tired and hungry," he spoke, gesturing his hand to the two ladies behind him. They pressed their hands on the stone, making the cracks in it suddenly glow, and the door parted open. "Please, go and get some rest. Maka, once my shift is over, I'll come talk you." She nodded and gave her father another hug before Black Star hastily pulled her inside. The others followed his lead and the doors closed behind them.

Their footsteps echoed against the metal walls in the long corridor they had to walk through. Maka observed the video cameras placed everywhere on the ceiling, showing that they must be strict with who goes in and out of the place.

The silence was killing her, though. There was something extremely wrong with Black Star—it was written all over his face; his actions and words were merely the details. Yes, he was an asshole ninety percent of the time, and yes, she wanted to punch him in the face on countless occasion in hopes that he'd remain silent forever. But now all she wanted was to hear him laugh; hear his rude and obnoxious comments that break everyone's eardrums.

This wasn't Black Star walking in front of her, and that scared her.

"Why are you slowing down?" Black Star turned his head to the side to glance back at her. Her eyebrows furrowed and he tugged on her arm. "Come on, keep up."

"Why are you acting so impatient?" she inquired, skeptically retreating her arm.

"Relax, Black Star," said Tsubaki placidly from behind. "We're safe now."

There was a pause prior to a sigh, and he proceeded down the corridor without any remark after that. Maka fisted her skirt and continued on. They approached another door at the end of the hall with cameras surrounding it, which all turned to focus on them within seconds.

'Really strict,' she confirmed.

A little light above the door blinked green—an approval of their presence—and the steel door slid open, allowing them to enter. "This metal is a barrier for soul wavelengths. Nothing can be sensed from the outside," Black Star said, tapping his hand on the cold surface. "It covers the entire place."

The inside wasn't what Maka had really expected. The structure of the base was a giant circle that was layered in halls as they traveled more inward. "The refugees live in outer layers. This place is designed like the academy and dorms to keep everyone comfortable," Tsubaki explained as they passed doors left and right. Other people socialized and roamed the foyers as well; some humans, some witches, and some students of the academy. "We, along with many other powerful people and researchers, are located in the central area."

"Is that where Kim is?" Maka demanded. Tsubaki was slightly taken back by her tone, but nodded. "The first thing we need to do is see her. She'll be able to fix our amnesia!"

"Ah, I didn't think of that!" Tsubaki chirped, taking a glance at Black Star. "Isn't that a great relief?"

His eyes narrowed at her, and the only reason Maka didn't snap at him was because she wasn't sure if it was a glare or not, but it looked like one. "Then let's go. She's halfway inside in the infirmary," he said, throwing open a pair of double doors on the right and entering a hall labeled 'music'. "We'll take the shortcut."

Along the way, Soul came to a halt when he heard piano playing in another room, and he gazed at the door. Maka immediately noticed, frowning as she detected the immense curiosity and awe appearing on his face. "Ignore it," she told him, quickly pulling him along.

Though she never showed it, Maka had respect for her father and his job, which was being an incredible Death scythe. She said she hated him, but she only hated the way he hopped around from woman to woman. This prevented her from seeing that he was still a gentle human being that loved his little girl more than anything.

And she didn't realize how selfish she was being towards him until she watched Soul silently cry onto her shoulder.

Maka approached Kid in the Death Room one day before they were supposed to meet like usual. "I'm sorry, but I'm gonna have to cancel our appointments for the next few days," she said apologetically as she rose to the platform.

Kid turned from his mirror, his striped hair brushing over his eyes, and smiled. "Why? Getting tired of me already?" he chortled.

She giggled. "Don't make me feel guilty. You'll be fine for three days."

"Are you going on a mission with Soul?" he questioned. "I don't recall having any long-term assignments set up on the billboard recently..."

She shook her head and revealed a plane ticket from her white blazer pocket. "That's not it. Soul's parents are coming up on their twenty-fifth wedding anniversary, so he invited me to go with him for their family gathering in New York. We're leaving tomorrow morning."

"Really? That sounds fun. I'm sure Liz and Patty will be excited to hear about that."

She grinned. "They were, and they're listing a bunch of hot spots in Manhattan for us to visit. 'Make sure you go ice skating in Rockefeller for me!' Liz said." She placed the ticket back in her pocket. "But yeah, his parents are renting out a ballroom for the evening, so it'll be nice."

Kid smiled. "Well, I hope you two have a great time, and I'll make sure to keep you up to date once you return."

"You're the best~!" Maka sang as she began to back out of the room. "But I have an assignment for you! While I'm gone, try to go out and get a date with you-know-who, please!"

His cheeks went red and his eyebrow twitched. That damned Soul didn't keep his fat mouth shut and told Maka all the things Kid accidentally muttered aloud in the library, and she, unfortunately, is not the oblivious type. She punished her weapon with a Maka Chop, but that still didn't make it better. "You're not funny, Maka," he growled as he turned his back to her. Her laughter was heard until the door closed.

Since it was the end of the day, Maka grabbed Soul and excitedly dragged him home without any distraction. Half of their bags were already packed, and she rushed to finish up the rest. "Maka, calm down! We have all the time in the world!" he laughed, scavenging through the fridge for the milk carton.

"I can't!" she exclaimed from another room. "It's going to be so much fun, and with your family of musicians, it'll be like Broadway or something!" She poked her head out of the room and didn't even care that he was drinking straight from the carton. "And I'll finally get to meet your brother!"

He choked, quickly snatching up a dishtowel to wipe his face. "U-Uh... Since when were you so interested in Wes?" he inquired.

She tilted her head. "Why wouldn't I be? He's your older brother, and an incredible musician, right?"

"Yeah, he is..." the albino answered, staring down at his milk with either a content or nostalgic smile—Maka couldn't tell.

"I still like your music the best, though," she finished off, turning her head away and returning to her room. "In fact, you should play something for them."

He was silent for a moment before saying, "I was actually planning to play our song, but..."

She jumped out again. "But what?"

"I... I don't think it's good enough." He was slowly pacing around the room. "My music's just not that great, so I don't think they'll be that impressed. I mean, compared to Wes—"

"Soul!" she snapped, stomping forward and grabbing his wrist. He stared at her with widened eyes. "Quit comparing yourself to Wes! Sure, he may be more successful than you, but that's because he's older than you! He's had more experience with music!" Her eyes softened. "You can't doubt yourself like that when you're so talented at such a young age. Have more confidence!"

Soul kept his eyes on her and remained silent, trying to think of a steady response. But instead, he chose to run away from his feelings like he always did, and reached his hand out to pat her head. "You're great, Maka!" he laughed, turning around and opening the front door. "The best," he called over his shoulder as he reached for the mailbox.

She puffed out her cheeks and readied a retort until he came back inside holding a postcard. "Your mom sent you a thing from France."

She snatched it out of his hand within seconds and flashed her teeth with a grin. "She's in Paris!" she exclaimed, flipping it over to the back and reading, "'The sights and foods here are exquisite, darling. I'll have to bring you over, soon. Be good, okay? I love you!'" She grinned happily. "She's the best."

"She has the money to go wherever she wants, that's for sure," Soul replied, throwing himself onto the couch.

She placed her postcard down gently before throwing a pillow at him. "Come on, hurry up and pack your stuff!"

As expected, he laid on that couch until his she had to haul him over her shoulder, despite is whiny protests.

"Sis, look! It's Maka and Soul!"

Maka was tackled roughly by the blond head before she could even take the time to look at whom it was (Although, it was very clear from the voice).

The room that the group had entered looked like a lounge. Black Star had informed her beforehand, though, that it was the lobby to the medical facility, and the remaining members of Spartoi were always either settled there or sparring elsewhere. Emmett was forced to separate from them earlier on (after prying Soul off of her).

The taller dirty blond that stood from a couch gasped, rushing over to the batch of teens that just arrived. "Oh, God!" Liz Thompson cried, throwing her arms around Soul. "I'm so relieved! I don't know what I would've done if we lost you both...!"

"We were so worried!" Patty added, resting her chin on top of the chest she was laying on.

Maka winced in pain and quickly sat up. "I'm sorry we troubled you all so much..." she groaned.

"Patty, please. Can't you see she's injured?" Liz scolded. She helped the ash blond stand and began to comb her hair in a motherly way that made the meister's heart slightly quaver.

"Sorry, Sis."

"You're a mess, you poor thing," Liz continued. "Guys, go make sure that Marie and Nygus are ready to take care of them. How badly are you two hurt?"

This Liz was foreign to her. Patty seems to be the same as ever, but just from hearing a few sentences, Maka could tell that the elder Thompson sister took a U-turn from fierce, city girl to a humble housewife.

Just how much have her friends changed?

She bit the feeling away with a hoarse chuckle. "We're pretty tired, I guess," she answered. "Looks like I'll have to ask Kid to fix me up nicely, huh?"

...

A wave of silence took over the entire room; possibly the entire base. Everyone was still, including Maka when she suddenly felt the tension rise. She anxiously watched Liz's warm eyes turn brisk in seconds, her teeth clenching and her head tilting low. This was the Liz that she knew and loved, and though she looked ready to kill, Maka was somehow relieved that this part of her was still preserved.

"That's not funny, Maka!" Patty fumed. She quickly grabbed her sister's hand, muttering, "C'mon, Sis," and tugging her out of the room, the door slamming shut.

"Wait, you don't understand!" Tsubaki called, chasing after them.

At this point, Maka was about to snap. She twisted her body to face Black Star, whose back was to her, and she clenched her fists. "All right! Start talking, Black Star!" she half-yelled. "What's the deal with Kid? Why is everybody avoiding any questions that pertain to him?"

"Just shut up, Maka," he said lowly, pointing his thumb to a glass door on the other side of the room. "Go check in there and find Marie. She's a VIP pass to Kim."

"Black Star!"

He ignored her and headed towards the door they entered. "When you guys are all good, then come talk to me."

"Hey!" She grabbed the back of his shirt and yanked him around. "Don't ignore me! I want to know where Kid is!"

"Why should I waste my breath when you're gonna get your memories back in a few minutes, idiot?!" he retorted, taking a bold step forward. "Quit being so annoying!"

Maka wanted to argue back, but Soul suddenly jumped between them, similar to when she and Emmett argued, only this time he was protecting her from Black Star. She sighed and placed her hand on his shoulder. "It's fine, Soul. He won't hurt me," she eased.

"No promises," the other meister murmured, storming out of the room shortly after. Sighing in a more exasperating manner, she took Soul's hand and led him to the door on the other side of the empty room.

The first person to be revealed behind it, as expected, was Marie, sitting in a chair with her child resting in her arms. Her uncovered eye widened when it sighted the pair, and she nearly dropped the small children's book in one hand. A genial smile quickly replaced her shocked expression and she stood up.

"No wonder it suddenly got so loud out there," she giggled. "I'm so glad to see you two back and safe."

"Thank you," Maka said, giving her a quick hug. "I'd love to catch up, but we need to see Kim as soon as possible."

One glance at Soul was all it took for Marie to understand, and she led them into a smaller, dimly lit, circular room. The floor turned into carpet and the air reeked of candle incense, causing Soul to break into a fit of coughs. A cluster of pillows occupied the center of the room, with Kim Diehl lazing around right in the middle.

"What do you want?" she asked, not even lifting her head to view them. "I'm on break."

"Maka's here," Marie said.

The pink haired witch went still for a moment before failing her arms and stumbling upwards. "Huh?!"

The latter smiled sheepishly and examined Kim. Shockingly, her hair was longer than usual—down to her mid-back—and tied into a high ponytail. That difference aside, she seemed to maintain her nonchalant attitude.

She grabbed Maka's hands and an uncharacteristic grin formed on her face. "This is... So great!" she sighed in relief, chuckling once in a while. "Now that you're back, we have a chance! We can start striking back!"

"Hang on," Marie said, and Kim's excitement eased. "Calm down. Before we jump to making plans like that, we need your help."

"Soul and I lost our memories. Mine is not as bad, but his is a big issue..." Maka trailed off, taking his hand and leading him to Kim. "He can't even talk."

The green eyed witch leaned into Soul's face, piercing into his eyes. "Oh, boy. This guy's out of it," she commented. He pursed his lips, shrinking back into his typical hunch. She then laced her fingers together and stretched them outwards. "All right, I'll see what I can do. But... I can't promise I'll get his memory back. It's a difficult process."

"In what way?" Maka asked nervously.

"There's no head injury, so assuming it's post-traumatic, memories become locked away in the soul."

"A sound soul dwells within a sound mind and a sound body," Marie spoke up. "One of these was disrupted, which was the mind. It's difficult to explain in detail, but the soul sealed away his memories in order to protect them."

The meister nodded. "I think I get the gist of it... Just, please, do what you can," she pleaded. "...I need him."

Kim looked at her with pity. "I'll have to use a spell to connect his mind and soul again. Soul, sit over here and close your eyes."

He seemed to be confused by the orders, so she led him to the bundle of pillows, sitting him down and kneeling behind him. Kim placed her palms centimeters away from the sides of his head and closed her eyes. As she muttered a chant, her tail popped out and her hands began to glow. Soul suddenly went limp and she caught his head in her hands.

"He's fine," Marie reassured when she saw Maka fidget. "This is a part of the spell." They waited for moments, watching the tanuki continue to mutter under her breath and concentrate her hands in the same place.

Suddenly, Kim's eyes shot open and she choked for air, shoving away the albino. "Soul!" Maka gasped, dropping down and pulling him into her arms. "What's wrong?"

"It's not there..." Kim breathed, running a hand over the left half of her face. "His memories, they're..."

"What do you mean, Kim?" Marie questioned.

"His soul and mind are perfectly in tact, but his memories are not here! And I scanned everywhere for them, which can only mean..."

The blond covered her mouth with her hand and whispered, "Oh, God, don't tell me they've been exterminated."

"What?!" Maka shouted.

"No!" the witch snapped before inhaling. "That's not it. I found traces of the scorpion poison injected into his mind... His memories were stolen."

"S-Scorpions...?"

"Yeah, you know— Ah, never mind..." Kim shook her head and put a hand on her chin. "Lulu is the only witch I know that's capable of stealing memories, and she never returned..."

"It must've been her, if she was possessed," Marie said, rubbing her child's arm with her thumb. "This is a big issue."

"It is," the latter agreed. "And if that's the case, then one, it's gonna be even harder to defeat them, and two, we'll get a hint as to who exactly started this all... Maybe they took your husband, as well."

The mother smiled sadly. "You misunderstand; we haven't married yet."

"Stop!" Maka growled, her glare burning into their skulls. "You're confusing me! I'm sick and tired of everyone acting like I know what's going on. What are you talking about?"

Marie was silenced, but Kim just sighed irritably and rolled her eyes. "Come over here and let me heal you. Do you have a head injury?"

Maka glowered at her, nonetheless placing Soul down gently and sitting in front of the healer. "No."

Kim peered at the back of her head skeptically before poking the lower part of her neck. "Right here. You have a little scorpion sting," she pointed out.

"Again with these scorpions?"

"Quit whining," she retorted, raising her hands to Maka's head. "I've gotten patients like you already. You were injected with a venom that gave you some memory loss. Close your eyes." The scythe meister obeyed once again and felt heat radiate onto her skin. "You're lucky it was from a weak scorpion and not stolen by a witch. This will be easy to take care of, but brace yourself for whatever you may recall..."

"Maka, Soul, go home," Kid ordered, his eyes crisp and hard. "Gather any precious belongings you have and help Sid evacuate the city to the underground base in the desert."

Death City, along with the rest of the world, was thrown into panic. The sudden outbreak of clowns and demons caused a global catastrophe, and their next target was Death City—to capture the god that overlooked the human race. The cause of their existence was still completely unknown, but their objective was as clear as the Kishin's: to control the entire world with fear.

The predicament was stressing Kid to no end. Even the Death weapons scattered across the continents were no matches for them alone. Before they fell, they reported that the enemies had the traits of witches and monsters, assuming that the witches had turned on the peace treaty Kid created and sought out to tear the reaper from his throne.

However, that theory was immediately shot down. Their queen, Mabaa, had disappeared not too long before enemy's appearance, and the Witch's Realm was in just as much commotion as the normal world was. They agreed to help Kid if he returned the aid with locating Mabaa, but without their leader, they were confused and sloppy with their efforts.

Maka stepped forward, her green orbs filled with worry. She was presently in the Death Room with the rest of the group. "Kid, are you sure you don't want us to stay here and guard you?" she asked. "If those scorpions get to you, you'll be under their control. You'll need all the help you can get."

The scorpions were a source of the demons' power, their emergence also unknown. It was studied by many of the academy's teachers that they contained different kinds of poison, making each scorpion unique, but all of the toxins had a large amount of the new fear placed in it. They were most likely modified by some experiments to alter the abilities of their poison.

The reason the demons shared so many attributes with witches and monsters was because that's what they were before they were victimized to the scorpion's poison. If a herd of the arachnids attacked them, they would be consumed by the fear rushing through their veins from the poison. The enemies would then use vulgar methods to combine the bodies and characteristics of the sufferers into one, creating the mighty demons that were taking over the world at its speeding rate.

This was the closest hypothesis they could get thanks to Azusa's time and dedication.

"I'm not a Death scythe to lead people out of a city," Soul spoke up, slightly agitated. "We should be at your side."

Kid frowned. "No, you're a Death scythe to destroy those who try to slay other humans. That's why I'm sending you two out there. If they are going to attack, Sid and the other students won't be capable of holding them back on their own so easily," he explained. "If you manage to get every single person into that base safe and sound, then you may return."

Maka opened her mouth to object, but she sighed and settled on trusting his intention. He stated very firmly before that he would not abandon the city for many different reasons, and she could understand it was mainly because his father's grave was at the academy. "All right."

The death god smiled calmly. "I'll be fine. Your father will be here, and Black Star wasn't elected as my 'knight' for no reason."

"Yeah!" Black Star piped up, smirking and throwing his arm around Kid's neck. "You guys don't think I'm capable of protecting Kid? You know I'm stronger than all of you!"

"Of course, how could we forget?" Liz muttered sarcastically.

Kid untangled himself from Black Star and cleared his throat. "While we're still on topic... Liz, Patty, you two will follow Maka and Soul to the base."

The two sisters from New York snapped. "What?! No way!" Liz shouted. "We're not leaving you!"

"I'm not giving you a choice."

"What gives you the right?! We're your fucking weapons, punk!" Patty spat angrily.

He glared at them. "Which is exactly why I can't afford to lose you. I need to wield Spirit for this battle since Stein is gone, and that leaves you two defenseless."

"You think we can't take care of ourselves?" Liz hissed.

"On most occasions, yes, you can, but—"

"We're staying by your side!"

Black Star groaned loudly. "Seriously, be realistic. Not even the other Death weapons could hold them off. If you stay here, you'll only be distracting and probably killed."

The elder Thompson sister clenched her fists. "Shut up, brat!"

"He's right, though," Kid intervened, silencing her. "I can't be worrying about you during this battle. If you're meisterless, you'll be useless against them."

Patty's blue eyes widened. "Kid...!"

"You're wasting my time," he finished, looking away. "Leave now with Maka and Soul."

Before they could protest, Maka quickly stepped in front of Liz and gently nudged her back. "Come on, let's go..." she said quietly.

Liz sent Kid one last scowl before turning her back at him and pulling her sister out his presence, not knowing that this would be the last time they see him.

...

Liz and Patty quietly separated from the powerful couple once the four reached the bottom of the academy's staircase. The silence was carried on as Maka and Soul continued their travels home through the extremely busy streets. She gazed at him in the dim light of the cloudy afternoon—eyes locked on the ground, shoulders tense, soul anxious—and slipped her hand into his. His soul gave off a calm wavelength and he smiled, lacing their fingers.

"We'll be okay," he said, mostly to himself.

She smiled as well. "Once we get Blair, we can get everyone to safety and rush back to Kid."

His smile faded. "Not gonna lie, he was pretty cold towards Liz and Patty."

"But you understand, right?" she argued. "That was the only way to get them to leave. He cares too much."

The crowd of people began to shove and push more violently, so the couple decided to take a longer route home through small alleyways. Along the way, they encountered quiet an amount of people who were sitting on the ground, their faces filled with despair and cigarettes between their fingers.

'Kid's right,' she realized. 'We built this fort called Death City... We need to protect it.'

They arrived to a dark home. The lights were strangely off and everything was still and quiet, counting out the panicked voices outside of the apartment. Maka arched a brow suspiciously. "Blair?" she called, her voice echoing as if the place was abandoned.

"Do you think she left?" Soul asked.

"Without telling us at a time like this? I doubt it..."

Maka's door creaked open and a small "meow" was released. "...Maka? Soul?" Blair's voice came next.

The small, purple cat scurried out of the bedroom and leapt into Soul's arms. "What's wrong with you?" the albino asked. "Why is it so dark in here?"

"It's scary out there..." she answered in a frail voice. "Everyone's scared, so I got scared, and I started hiding..."

"Why are you scared?" Maka questioned, petting her fur. "You know we won't let anything happen to you."

"I-I... Have a bad feeling..."

"Don't we all," Soul sighed. "It's all right, though. We're leaving right now."

That was when the first tremor occurred, causing anything on a shelf or table to fall over and crash into the floor. Blair shrieked and dug her claws into Soul's arm until the rumbling stopped. The voices outside turned into screams of terror, and soft thunderous explosions were parroting in the distance.

"What's going on?!" the cat screamed.

After Maka regained her balance, she hurried over to a window and threw it open. The sight before her stole her breath away, and she stumbled backwards, her hand covering her mouth. Soul's reaction was very similar when he joined her.

A few towers of the Death Weapon Meister Academy were up in flames and rapidly burning away. The attackers, from what they could tell at their distance, were hovering the area. They could see them in the skies and on the ground, their appearances sharpening as they came into distance.

Soul had heard stories about the demons and their bizarre appearances, but he figured they were all exaggerated. However, when he watched an enormous vulture with wildebeest horns soar over them straight for the academy, he knew he was wrong.

"We need to help Kid!" Maka shouted, pulling her weapon away from the window. "Let's go! We can't waste any time!"

"But what about the people of the city?" Soul responded. "What about Blair?"

She growled in frustration before maintaining her composure. "You're right, you're right." She took his hand and he transformed into his weapon form. "Blair, stay here and hide. We'll be back for you, I promise."

Blair switched to her human form and Maka felt her soul flare. "No! I'm staying by your sides and helping! You can't leave me alone."

There was no time to object, however. The roof above their heads was suddenly gone, and peering down at them with bloody eyes were two witches, one smirking sadistically and the other completely stoic. Maka couldn't study their appearances quick enough, because in a flash, the smirking witch was behind the meister. She jabbed her fist into the small frame's lower back, sending a jolt up her spine and through every part of her body.

"Maka!" both Soul and Blair hollered, their voices becoming numb within seconds.

Her eyelids felt heavy. The ruckus around her was hard to hear. She wanted to retire, but she kept her eyes forced open. Her vision was blurry, and she lost her grip on her scythe. Soul's muffled voice could be heard above her; she assumed he was protecting her, as usual.

Then she felt weightless.

Soul was gone, and instead of the tense air of their living room, Maka felt the chilling breeze of the outside. Was she flying without even trying? No, she could make out Blair's cloudy form. She was speaking, but at this point, Maka was deaf to everything except for low piano playing echoing in the back of her mind. She lifted her hand to try to inform Blair of this until she saw a small black scorpion crawling up her ring finger.

Then she was falling; falling into a dark abyss. Blair was gone and Maka's back now stung with a chilling pain. The pain subsided fairly quickly however, and was replaced with slight warms on her arms. Then a gentle voice came:

"Hide here and don't move. I won't let them take you."

And then it disappeared.

Days felt like minutes, and when Maka finally awakened, the bright light was too harsh on her emerald eyes.

A few tears fell from Maka's eyes when she opened them, and she lowered her head. Kim frowned and retrieved her hands, quietly sighing. "You don't have to tell us right now..." she said gently.

Soul, who was now awake, knelt down in front of his semi-girlfriend with concern. She looked up to meet his eyes and cupped his face with her hand. "I-I'm sorry..." she sobbed, smiling pathetically. "It was my fault. I was too weak again…"

He frowned, but remained still, unsure of what he should do. He was always obligated to embrace the girl he loved whenever she showed signs of hating herself, but he didn't know her; He didn't know that he loved her, and that he was dedicated to her. This saddened no one in the room more than Marie.

"Don't cry, Maka," she soothed, placing a hand on her shoulder and smiling. "We'll figure this out together. Everyone's here to help you both," she glanced at Kim, "right?"

Kim muttered something about deserving to be rewarded before agreeing, "Of course."

"Did you see anything that might give us a clue as to where to start?" Marie asked.

Maka wiped her eyes and sniffed. "Blair…" she mumbled the cat's name before her head perked up. "Blair! She was there. She saw them. Please, is Blair…?"

Kim scowled. "That annoying, perverted, slutty cat-monster? Yeah, she's roaming around here somewhere, probably finding more ways to piss me off."

Her friend stood up, tugging on Marie's sleeve. "Will you lead us, Miss Marie?" she asked. "I want to talk about some things."

The Death weapon chuckled, "Of course," prior to saying goodbye to Kim and leaving with the problematic couple.

The walk was quiet for the most part, save for Marie's ten month old little boy's sleepy mumbles. She was alone when she named him Oliver, for Stein had vanished days before she went into labor. They knew he didn't run away because he was always excited about soon becoming a father. His current location was still unknown, but believed to have ties to the demons. Whenever Maka looks at her with the baby, she's always reminded of what a strong woman she really is.

"I'll have to talk to Black Star since I still don't know anything about Kid…" Maka broke the silence, running a hand through her hair. "I'm not gonna like it, am I?"

Marie's smile faded, and she stared down at her cradled baby. "…If you want the truth, then no. You will not." She saw Maka's hand angrily scrunch up in her tangled locks. "Maka, I probably don't understand what you're feeling right now, and that's why you and I are going to return to our therapy sessions, starting tomorrow."

"Miss Marie—"

"I will not let you fall apart again," she pressed on. "Especially not when you don't have Soul this time."

Maka could feel Soul's eyes burning in the back of her head, and she sighed heavily. "Fine…"

EOC.

So um

isitokayifiaddslightKidStarfluff

becauseishipitsohard

SoMahard

butalotofpeopledon't

soifyoudontlikeitthenpleasesay

andiwillholdmyselfback ; v ;

But yeah, sorry this chapter was kind of boring. There will be more flashbacks in the next chapter also tho, but more SoMa feels, and a little scuffle going on c: Any questions? I hope I didn't leave anything out that I meant to put in this chapter.

Thanks for reading, care to leave a review? Or not, I just enjoy writing the Soul Eater feels for the hell of it U v U

Today Is A Beautiful Day~

-Strengthx3