Brief foreword before getting back into it:
1) yes i know i take forever to update and post new chapters and i'm sorry but work comes first and it takes up like 45% of my 24 hour day.
2) and most importantly thank you for following me thus far and faving me, you know who you are. the reviews also help a lot thanks.

Of course, tip of the hat to my beta Karsap for keeping me focused and in the right general direction.

Now then, onward!

All credit to Soul Eater and its brilliant team for inspiring this fanfic. I only own the one character.

A Sound Soul dwells within a Sound M- and a Sound Body

A week had passed since the DWMA students clashed with Kid Death, who eventually found his place in Class Crescent Moon. The morning lecture was about to begin with the bell, and just as Doctor Stein wheeled his way in the room and picked up the attendance sheet there was an announcement over the PA system.

"Attention students, attention!" Lord Death sounded extra chipper today for some reason. "Would Maka Albarn, Soul Eater, Dimitri Makovic, and Blair please join me in the Death Room? Maka, Soul, Dimitri and Blair to the Death Room please. That is all."

"Very well, you four are dismissed from class today, please take your things. As for the rest of you I've got a fantastic lesson on phasmology planned for you today. Who knows, maybe later we'll get to dissect a real kishin egg soul." Dr Stein fiddled with the large bolt in his head as the above mentioned all shuffled their way past their friends into the aisle and quietly out the door.

"What do you think, a mission of some kind?" Dim queried lazily.

"Probably. Why would he pick two teams though? Usually we pick our own missions or get them directly from our teacher. Least we get the day off from class, so that's cool." Soul smiled over Maka, whose face was still pressed in her book so much that she nearly ran into a wall had Soul not grabbed her shirt sleeve and steered her in the right direction.

"Nyaaaaah as long as we go someplace fun who cares?" Blair had resumed her cat form and leapt into Dim's jacket, her claws sticking out. She padded and scratched a couple times at the inside of his rough coat.

"DON'T DO THAT!" He grabbed her by the scruff of her neck and hauled her out of his coat before she could react. In a blink he had dropped her onto the floor with an unceremonious plop. Both Maka and Soul turned to their friend with jaws agape. It was perhaps one of very few shows of true raw emotion from the boy. Blair cocked her head up at him, the fur of her hackles raised slightly from the rough treatment. "Sorry Blair, I didn't mean it."

The rest of the walk to the Death Room was spent in absolute silence, Dim hanging back now with Blair padding along ahead of Soul and Maka. Once more they were stood in front of Lord Death at his circle in the middle of the room, this time furnished with only a small table for tea.

"Ah there you are. Good to see ya good ta see ya. How's it goin'?" The grim reaper greeted them all warmly. "I'll get right to it, this mission might take a while. There's rumors that a couple of kishin eggs are on the loose somewhere in Italy. Normally I would just dispatch one team to handle them both individually, but since Blair and Dim still lack any real experience or training, I thought it would be best to learn from one of my favorite students. The first you'll be looking for is Son-Son J., or as they call him in America- Jason Voorhees. He's probably no big deal but he's been at it for much longer than many others so Maka and Soul will take care of him first. The one you two will be looking out for is John Wayne Gacy, known as The Killer Clown. I want Dim and Blair to learn to fight on their own, so only interfere if they need help. Well that's all, take care now" Like that the grim reaper waved his giant blocky hand at them and sent them off. The DWMA private vehicle fleet had many modes of transportation but to get to Italy meant either a helicopter or more likely the jet.

The four of them piled into the spacious little plane and took a seat. Soul of course took up two and a half cushions on the couch until Maka bopped him on the forehead with her book prompting him to sit up and move over into a half-slouch over the arm of the chair. Blair curled up in a seat by the window at a table and Dim sat opposite her, clinging tightly to his jacket where she scratched earlier.

"Hey, Dim?" Maka probed carefully. Outside the engines could be heard revving up as they took off. Dim turned to her, still clutching his jacket. "You seemed really upset at Blair earlier."

"Yeah what's with that? It's just a dumb jack-oof!" This time it was Dim who had hit Soul, the weighted ball extending from his arm by a chain had drilled into Soul's navel.

"IT'S NOT A DUMB JACKET! ..It's all I have left." He looked downtrodden now, retracting his weapon back into himself and finding a spot on the table to stare at. He clutched his knees against his chest tightly. "I don't remember my parents. I've been an orphan pretty much my whole life.."

~~~Flashback~~~

Dimitri, age 7, stood in the office of a sparse office clinging tightly to the hem of his dirty yellow shirt and grey shorts. The portly fellow behind the desk twirled his moustache and set his bowler hat on the coat rack behind him, clearing his throat meaninglessly. They all did that when they had to deliver bad news. He didn't like bad news. As it was, Dimitri stood there in shock and nearing tears.

"I'm sorry young man, but I'm afraid the state can no longer afford to help keep this foster home afloat financially. That is to say.. oh how do I put this lightly? You and your friends are being moved to another home, a bigger one with more friends to play with." His gentle voice did nothing to ease the confusion and pain.

'But, I don't wanna go.. Mr and Mrs Hiddleston were nice..' He had heard the older couple discussing things which they "wouldn't want the kids to worry about" when they didn't think he was awake. 'Why? Don't they want us?' Fear and confusion turned to panic and hurt. The gentleman with the funny moustache continued to talk and try to explain to him, but Dim's mind had long since tuned him out. If they were moving, they would get separated. Angie, David, Miles, Marvin, Trisha.. they wouldn't all come with him would they? And so many of them were already close to that age.. the age when parents stopped asking if they can adopt you. Angie was only one birthday away, Miles would be there in two weeks, Trisha and Marvin had already been passed over twice. He would watch as they were given the papers and taken away by the suit people. No.. They couldn't. They wouldn't. Dim knew there was only one way to not go, they would all run away and try to find Brady and Sharon. They ran away and started a hangout in the alleys for kids without homes.

~Timeskip, months later~

They had done it. The night before the Hiddleston Home was going to be shut down they all snuck out the window. Finding Brady and Sharon was easy, but when they got there they found out that living wasn't like they were used to. Dim didn't care. They had a whole alley and an abandoned lot to live and play and sleep and eat in. Sharon found work and got money on the weekends to buy stuff like sodas and candy and pillows and old bean bags with holes in the side. It was comfy, especially when they slept on it. For a while everything was good, until Sharon stopped going to work for a reason she said was "a grown up thing." Dim found her cigarettes and one day asked about them. He was almost 9 so she smiled and told him how to hold it like a cool kid.

"First," She said with authority "Ya take it and put it in yer lip like this, ya see?" For emphasis she wiggled it a little and Dim did the same, with less results. "Right, then ya get your lighter or matches or whatever you can burn and you light up the end while ya suck on it." She clicked a metallic lighter and Dim watched in awe as the little flame danced, burning the paper and stinging his lungs as she sucked in the first drag and blew it out. It made his stomach turn, but it was grown up so he wanted to be like her. "When it burns, you suck it in and hold it. The smoke is made of stuff that calms you down when you feel jittery. Here, you try." She lit his, and it was a hundred times worse. He coughed and choked and nearly dropped to his knees, but she just laughed and patted him on the back. Brady came over to see what was going on. At first he looked angry but then he just smirked and shook his head. Marvin wasn't too happy about not having money for things, but everyone else seemed to do okay.

~Timeskip, day unknown month unknown~

There was no more job, no money for anything, Sharon was gone, Brady was frustrated all the time. Miles' stomach growled, Angie snapped.

"Can you just not right now?"

"I can't help it! I'm hungry Angie."

"WE'RE ALL HUNGRY!" Brady yelled. He yelled a lot lately. He was thin now, moreso than when they were all first together. The alley had moved, there was no dirt lot anymore and more police. The only things they had now was food they could take for themselves or the discarded papers that people tossed out. Those were used for bonfires to keep warm when they could. Dim still had Sharon's lighter, she had thrown it at Brady for some reason but she walked away before explaining to anyone and never came back. The flint was nearly run out and they used anything they could to keep the fire going nightly. Sometimes they were successful but now it was getting harder and harder, especially when Dim's thumb had blisters and Marvin wanted to fight and take it away. Brady always told him that it was Dim's now, he was supposed to protect it and so Dim did. Dim's once bright shirt was torn and more brown than yellow, his shorts had been replaced by a pair that were splattered on the pocket.

All of them stole what they could to survive, sharing what they found when they came back. Marvin never had anything good but always wanted to complain and take from others. Angie was always on edge, and Miles slept a lot except when he was needed for begging for change.

Nobody said anything to each other for a long time, until night came and everyone emptied out their pockets. Angie found some red apples and a box of cigarettes for Dim to have. Miles found cold hot dogs barely touched and panhandled $4.76 from the kindness of strangers. Dim managed to sneak a small collection of beef jerky from a gas station and a sandwich from a diner that hadn't cleaned its tables yet. Brady produced some veggies from a kind old lady he helped across the street and said to be a good boy, to which he nodded and smiled and affirmed he would try his best. Marvin fished out a handful of gumballs only for his pocket to turn out and spill out coins and a few dollar bills.

"Marv, what is that?" Brady looked scared, and when Dim looked he too saw something scary. A knife, somewhat dulled and bloody with a wallet hanging out half opened. It too was marked with the crimson spatter and scared everyone so much they took a few steps back.

"I.. I found it." He was always a terrible liar. Brady's frown grew immediately, both shocked and angry. Marvin tried to explain immediately. "It's not fair that he could just walk around like he owns the city and we all starve! I just told him I need some money and he.. he.. "

The sirens came from all sides; everyone scattered except Miles who was too faint to stand. The cops grabbed him and yelled something Dim couldn't hear. He had to run, to get as far away from Marvin as possible. He ran as hard and fast as his legs would carry him, for minutes that seemed to stretch into hours as the sirens kept following his steps until finally his weak feet gave out under him and sent him tumbling into a dumpster that had a faded moldy old mattress leaned against it. The rain came and try as he might he had nowhere to go that he could get warm and dry. His legs were done running, his head was a blur. He couldn't even stay awake from starvation, and his last conscious thought was the terror that gripped him as he felt hands wrapped around his forearm and yanking him up to his feet before total darkness set in.

He heard something nearby, a familiar sound. There was a fire crackling and popping off to his right just behind his head. Had it all been a dream? His throat was dry as a desert and burned, a light sheen of sweat glistened on his brow.

"..Brady?" He croaked out through gasps. As he sat up he became aware of the mauve wallpaper that signified he was inside, and the downpour outside accompanied by thunder and lightning that warned him that the dream he had was very real.

"Oh! good, You're awake." Upon hearing the voice he turned and found a woman with long hair that draped along her ears and framed her gentle face, soft hazel eyes and round rimmed glasses that glinted in the fire light. "I was afraid you'd catch a cold if I had left you there. What were you doing playing out in the rain this late at night? Shouldn't you be at home with your mom and dad?"

Dim looked down at his hands. She had washed them, then given him the blanket and set him on the couch. He was still soaked but there were towels under him at least. "I don't.. have." While Brady and Sharon had tried teaching him many things both before and after leaving the foster home Dim still had trouble speaking. His vocabulary was very limited and usually he preferred to listen rather than talk. That isn't to say he wasn't intelligent, but his language skills worked better in one direction than the other.

"O-oh.. Oh you poor dear I'm so sorry. I had heard you clanking into my trash cans but I just thought you were playing and fell asleep from being so tired. I was worried there when you just went limp but you'll be okay now. You ought'a get outta those clothes so head down the hall I've got a bath waiting for you all hot and bubbly and when you're all scrubbed up we can get you something to wear while your clothes dry. My son's clothes may be a bit big but help yourself to anything you like and we'll see if we can't get you all situated." She offered her hand, a lot like how Sharon and Angie and Brady did. He took it and nodded carefully, walking (and dripping) down the hall as the lady with the fireplace set out the many towels and blankets to dry. He came back a while later all prune-y but warm from the outside in and came back with a pair of pants that were too long for him and way too big around, a plain grey shirt that was almost the right size, and a green striped jacket that was almost brand new.

" 'Mi-tri.. Di-mi-tri.." He looked up at her with those sweet innocent eyes of his. His skin was a little sickly but she could tell he was a good kid who was in a bad way.

"Well Dimitri would ya like to stay for soup and cookies until the storm passes?" His stomach grumbled, and he nodded appreciatively.

"Than-kyoo" For the rest of the night she talked to him and he talked back, speaking more and more a little at a time. He actually felt.. good.

Until

"Brady!" He stopped mid sentence when he realized the police had shown up and scattered everyone. "My friends. They're out there!" He ran to the door but when he wrenched it open he found only darkness and more rain as the storm continued on. He felt a tug at his arm.

"You can't go out right now! It's too dangerous, come back inside.. I promise we'll find your friends tomorrow!" She cried over the boom of thunder. Lightning flashed and made him jump, so he went with her back inside. "These friends, are they all homeless like you?"

A nod

"What do they look like? What are their names?" She produced a piece of paper and a pencil. Dim took it and started drawing, one at a time.

"Miles is really skinny and tall as me. He's got long hair and freckles on his cheeks. Marvin is like me but he's taller and wears a hat all the time. His hair is black and his eyes are too. Angie has short yellow hair and likes wearing funny clothes.. And Brady looks like he plays baseball but I don't think he does."

" 'Brady?' Does Brady have a thing on his neck that looks like a circle? Right about here?" She indicated a dime-sized area on her neck in the same place that Brady had one.

"Yea! you know him?"

She looked at Dim's drawing and confirmed her suspicions. Indeed she did know Brady. The mark he had was from a burn that someone had given him when he had been caught trying to steal a loaf of bread. She had been kind enough to pay for it and sent Brady home that day not realizing he was providing for others.

"I met him once. He's a good kid." At that moment she took out one of Dim's cigarettes which had been saved from the rain in his pocket by the plastic of the box and lit it up, taking a long puff. "You shouldn't smoke at your age. They say it'll give you cancer."

"What's a cancer?" As he asked she took another puff and flicked the ashes away. She turned to him and smiled, and patted his head.

"Never you mind. Just stay warm for now." There was a long silence as the two sat and watched the fire. "You know, you could stay here for a while if you ever need a place to get out of the cold. My son's room is unoccupied now, so you can sleep in there. Just as long as you don't mind an old bat like me." She chuckled. Dim didn't get it, she was a person not a bat. She didn't even look close to a bat except her slightly upturned button nose.

"Is he the boy in the pictures on the walls?" All over the house were portraits of the young man, some on his own others with the woman or a group of friends. He was much older than Dim, probably late in his teens. As he mentioned the photos she teared up and wiped it away with a solemn nod.

"Y-Yeah, he.. -sniffle- you really remind of him. Way back when he was little." She smiled and put a hand on his shoulder. He flinched, unsure of this woman but she had given him a hot bath warm clothes and got him out of the rain. They had beef stew that night as the thunder roared and the rain battered the windows. Sometime in the wee hours of the morning Dim finally fell asleep on the couch.

~~Time Skip, 4 months~~

"Oh Dim you got a black eye again. Were you fighting that boy.. Marvin?" She had let him stay whenever he wanted, but he was also free to come and go and sleep outside if he wanted. Some nights were just easier that way. Like when she cried. He knew she cared about him, that much he could figure out. As well as caring from him she also helped him gain confidence in his speech and taught him like Sharon used to. She made him really think about stuff sometimes, and when he didn't understand she would explain it in a way he understood. She was patient but firm about fighting.

"It's nothin', I'm fine." He pushed her hand away as she probed at the tender lump. He was beaten again by one of the other kids Marvin's group was looking out for. They stayed under the bridge now, Brady didn't come around often and Sharon was rarely seen. Angie got taller but was still skinny. Miles was pudgy now, apparently they all found a lot of food to share. A few of the new kids had shiny things on and said that they would protect Marvin. They beat up on Dim because he "had some nice lady giving him a home and food and clothes, like a mommy." Dim was hurt that his so called 'friends' now mocked him for the one thing they all used to hope for. He wanted to never go back. "Those jerks can all sleep in the snow when it comes. I won't open the door for a single one of em."

"Okay, easy killer." She chuckled and headed to the door. "I'm making something special tonight so don't wander too far okay? Lock up if you go out and especially if you stay in."

"Got it!" He felt bad, they had talked and she had told him stories but never once did he ask her name. He did as she said and went to the other room to pick up an interesting book called "The Art of War." There wasn't any pictures and the sentences were written more like a code of conduct, but there were some interesting philosophies he would have to remember for later. Page after page he read, flipping through the book faster and faster with every chapter. He looked up at the clock, seeing the time.

It had been two hours.

She should be coming back by now. He set the book down on the table, then dropped from the tall chair he sat in at the counter only to hear a scream as his feet hit the floor. That came from right outside. His thoughts raced, panic took hold of him. He dashed down the hall, which seemed to grow longer and longer the nearer he got to the door. Every step echoed in his ears, the scream still sounding in his brain. Then he threw the door open and saw it.

Blood.

Everywhere, anywhere he looked it was there. She was laying face down, looking at him as the hatchet sunk into her back. The light faded from her eyes and Dim whimpered helplessly. As he looked up at who would do such a thing he was terrified by what he saw. The tall, twisted bedraggled black hair spilled out from behind a mask of a little girl's smile, complete with makeup and jagged crooked teeth. One of the hatchets sat in her.. its.. free hand. It reached down and took the other one out, along with a little floating blue ball with a tail. The thing, draped in a dress of black and white frill from head to ankles and curly toed shoes, plucked the blue jewel from Her body and opened the crooked smile, swallowing it whole. With a loud wicked gulp it licked its lips, then looked down at the boy.

"I have no interest in you." It said. Turning the axe head backwards it used the long blunt end to catch him in the stomach and double him over. Then, cackling, it left.

He crawled over to her, blood staining the new clothes she had bought him. The food lay scattered all around, but he didn't care. She wasn't moving.. wasn't breathing. He cradled her in his arms and cried, long and loud until someone saw what had happened. They only caught sight of a boy, covered in blood, holding a still woman and bawling his eyes out.

"Someone call 9-1-1!" came the shout. The police! No, no, no, no they couldn't take him away. She was all he had left. He was so scared and so ashamed of what he did next.

He laid her down with her arms folded, closed her eyes like she was asleep, then ran inside. With a quick wash of his hands he took off all the clothes that had blood on them and threw them away. He took whatever he could get his hands on and stuffed it in a backpack. Loaf of bread, dried meat, fresh fruit. He paused and went out the front door one last time. She had bought him a fresh pack of cigarettes and a new plain silver lighter. He stuffed those in the bag and ran as hard and as fast as he could, trying to get away from the house, the pain, the police who would think he did it..

He ran until he was tired, bag banging on his legs the entire time. He stopped when he no longer heard the sirens. He tried to catch his breath and looked up at the bottom of the bridge.

At the bottom of Marvin's bridge.

"Well well well, look who it is!" Marvin jeered, walking up slowly like he owned the whole city.

"Leave me alone Marvin."

"Looks like you've been crying. What's wrong? Mommy not there to change your diaper?" Marvin poked, turning to everyone else who laughed.

"..shut up."

"Make me momma's boy."

"I SAID SHUT UP!" Dim grabbed a rock and threw it as hard as he could, breaking the skin on Marvin's lip.

"Big mistake little boy." He nodded at the other kids, some of whom were only just joining Marvin's group today. They had metal sticks and concrete bricks and a few had rope or chain. And there was Marvin in the very back. Holding his knife.

The first brick impacted and hit with a dull thud. From way back they threw them, while the ones with metal bars got closer and closer. Dim was terrified, more than terrified. He was scared and hurt and angry... and alone. More bricks and rocks came, some missed some hit and hurt, more than when he got hit by fists. The metal bars had come and the first one hit his arm with a clang, followed by another. There were 3 of them, all swinging like he was a green pinata. Dim covered his head and neck with his arms, just wanting it to be over.

'Make it stop. Make it stop.'

"Make it stop!" He caught a metal bar and punched the kid holding it, only to find that his fist wasn't a fist. It was metal, and heavy and shaped like a ball. The other two with bars stopped as the first one was sent back groaning. Dim turned the metal bar on the one on the right and smacked him in the ear, then again when he fell down. Then again and again and again. He remembered the other one. As he turned around and looked at him the kid got scared and ran away.

It was Dim's turn now. Marvin wouldn't hurt him anymore. Nobody would. He had no friends, no family. He would fight. As he passed the first kid he hit Dim drew his foot back and kicked him in the teeth, some of them scattered on the ground as he spat blood. The two with bricks would be next. Miles was one of them. He and the other both looked at each other and ran forward, hands ready to punch. Dim went to do his metal fist attack only instead of just the ball he launched the ball from his arm attached to a chain. He wrapped the chain around the kid's neck and flung him into Miles' fat stomach. Just for good measure Dim drew his chain limb back as it became human again and was ready to kick Miles in the pills. The metal ball replaced his foot this time, making the chubby jerk yelp in pain.

Dim had no idea what was going on, but Angie and the last kid took a look at each other and laid down the weapons they had picked up. Marvin wasn't having any of it though.

"Pick that up. Pick it up! He's just one kid, what are you afraid of? We handled Brady didn't we?"

Dim froze. Was he telling the truth? Then he looked around and saw a lump behind a bunch of boxes. That was Brady's hat.

That was Brady.

He smiled softly at Dim, blood trailing from his lip onto the ground.

"Dim, don't worry.. about me. Be good.. Run away, don't die." He looked just like She did. Apologetic, worried..

"You're not getting away now. You freak!" Marvin charged, knife brandished high.

'Never again. Nobody will ever worry about me again. This time, I'll protect you!'

Metal clashed against metal, sending Marvin scampering backwards. He wasn't prepared for Dim, the youngest and weakest to hold his own like that. 'Lucky shot' thought the thug as he readied for another attack. Dim balled up his fist to make that metal thing happen again, and the little weight crashed against Marvin's knuckles hard enough to make him drop the rusty knife. Brady watched in awe, and then terror. From his pocket Marvin produced a second knife like the first, more jagged and newer but still weathered badly. There was no way to block it in time.

Blood spilled over the concrete in between them. It dripped in steady trickles until the blade came out of his chest.

"Not bad small fry. You might just survive." Dim watched as Marvin dropped his other weapon and sunk to his knees, something red hovering over his body as he fell to the cold hard ground. There were rough patches and a tail that seemed to stick out of the top. Without thinking he instinctively reached out for the little orb, stomach growling desperately, mouth watering as he grasped it in his small hand. Surprisingly it was squishy to the touch, which only beckoned him to hold it closer.

His tongue danced over his lips, eyes widening as he pushed it into his mouth and greedily chewed it up, gulping and smacking as the pangs in his stomach ceased for the moment. He felt.. stronger. He felt alive.

'Brady!' How could he forget? He turned and ran over to him as fast as his aching body would carry him. He fell by his side and looked over his body. His clothes were stained with blood, his eyes were already glassy and his breath came in sharp and ragged gasps.

"It's.. okay Dim. You're strong enough to -cough- make it on your own. Never for-get to be good and care for others. Help those who can't help.. them.. selves.." He turned his head up, looking past Dim's head at the grey skies. The storm was passing finally but so much was left in ruins as the winds kicked up, one final show of force. "Dim.. Leave this place.. Make new friends. And above all else, be happy." Brady's smile spread just a little as his eyes closed for the last time.

Dim shook him, begging him to wake but nobody was around to hear, nobody would help him. After another long while of silent mourning he decided that Brady deserved to be buried properly, so he grabbed the cardboard box under him and pulled, dragging him the short distance to the dirt lot between buildings. It wasn't the same one as they had, but it would do just fine. As he wiped his nose and sniffled away his tears Dim dug a hole deep enough to allow Brady's body a final rest. He slid him in feet first and pushed the dirt over the top of his once friend.

He cried again, a good long deep cry that lasted for what felt like hours. He was truly alone in this wide world now, none of his friends would be coming back to the way things used to be.

Dim was shaken from his distress when he saw something glowing and blue float through the dirt and push it's way to the surface, stopping in front of him. It looked like the thing he ate, but this felt purer, as if to touch it would stain it. The same thing that came out of Her before that thing ate it. And this one spoke.

"Thank you Dim." came Brady's voice. Just like that, it sailed high into the air twisting and turning and flying free to some unknown destination. Dim wiped his eyes and blinked, then stood. He went back to Marvin's body and noticed that he had a very nice pair of sunglasses on him. Seeing him, what he had become, it turned Dim's stomach and made the rage within him boil over. Then he remembered how good it felt to put him in his place for good, and was reminded of that thing that had taken Her.

That thing.

If it wore a mask, so would he. He grabbed the shades and started walking away, off to find that thing everyone referred to as Lizzie Borden.

~~~Flashback End~~~

As Dim finished recounting the story to everyone on the plain he looked out the window at the seas and land way down under them. "This Jacket, these glasses.. They're all I have left. She clothed me, and even though I hate him he gave me purpose."

Across the aisle in their respective chairs Soul and Maka wiped their tears from their eyes. Blair, seated now in Dim's lap pawed at him and looked him dead on with those bright honey colored eyes. "I had no idea it was so important to you. I'm sorry."

Dim nodded and smiled a little, picking Blair up. As she mewled in confusion he put her back inside where she would normally be, front paws face and bauble sticking out under his chin as hers was scracted softly with one of his fingers. "We're partners now. It'll take some time to get used to each other and learn the important stuff. You look a lot like her, but younger and longer hair."

"Alright you two, get a room. Or don't, since we're landing soon. " Indeed it had been a short flight, within an hour or two they'd be in the heart of Italy. The four took the opportunity to nap briefly; whether or not they knew it yet, it was going to be a long night.

After a thankfully brief departure three humans and still sleeping cat filed into the streets toward the hotel they would be sleeping at after their mission was done that night. Soul tossed his bag onto the bed and smirked even while Maka grumbled and suppressed the tick mark on her temple. Midway through redoing the sheets Blair lept to the center of the bed and mussed them up again causing Maka to throw her hands in the air as a sign she had given up.

"So Lord Death said Son-Son J. would go first, correct? From the information folder he handed us it says he resides near water so I think the fountain in town would be a good place to start." Soul offered.

Maka's patience thinned ever further. "Could you at least try to put a little effort into this?" Although now that she thought about it the Courtyard fountain at the city center was rarely visited after sundown, so perhaps he was onto something. Thinking about it now, there were no other significant bodies of water nearby.

"Nyaa! I vote we get some all you can eat pasta. I could go for some creamy alfredo and sardines right meow!" Blair poked her head up.

"I second that motion." Soul said with a wave, earning him a Maka chop to the head.

"This isn't the time to be eating or sightseeing." She shot. From the doorway Dim's stomach grumbled, cheeks turning pink. "Oh brother, I'm doomed." Maka face palmed, eyebrows twitching as she realized how deep in she was.

They all stalked happily through town, the mood lightening as they took in the scenery on foot and rented motorcycles to climb the hill to the old church on the hill. After touring around and getting their fill of local cuisine they headed back to the hotel as sunset neared.

"We ought to at least learn something about who we're here to face from the locals."

"Yeah right Maka, any info we get around here is bound to have bits of folklore mixed in to draw in the tourists."

"Soul's right nya~ The real way to get info is out of people who actually know stuff. So if we're looking for bad guys we ought to find some bad guys to beat up and then ask."

"Not sure it works that way Blair. Besides, how exactly do we find bad guys in a foreign country?" Just as Dim said it, a large group of tourist hunters appeared, surrounding all four of them. Maka, Soul, Blair in human form, and Dim all stopped in a single row.

"Well seek and ye shall find. I do mean us o' course. Hand over everything as a tax for stepping into our side of town and we promise to only rough ya up a little." The one in the front and center stated, obviously the leader. From the one side and a little ahead someone shouted " 'Cept the tall one boss, she's pretty sexy. What's say we keep her to ourselves?"

"How bout you get out of our way and we only rough YOU up a little," Soul cracked his knuckles for emphasis. "as a tax for getting on my nerves."

"I don't know who you think you are, but Blair isn't your property. As her weapon I swore a duty to protect her. Stand down now, I don't want to kill you." Dim took off his sunglasses and set them on the ground, opening his eyes. 40, no 50 in all. And they all stood in a perfect circle. Idiots.

"Who the hell do you punks think you-" The one from before who stood in front of Soul lifted him by his jacket, only to be cut off when the seemingly helpless kid beat his lights out in a single blow.

The next few seconds blurred by, both boys bashing the rowdy group into complete unconsciousness before Dim scooped up his sunglasses and adjusted them with his bangs back over them once more.

"Why'd you take your glasses off?" Maka queried, having not seen his eyes in the brutal beat-down.

"I would have asked you to hold them but I can't let you see my eyes just yet." Dim said. "I have to make sure I'm not still cursed."

The other three stared at him, waiting for him to say it was a joke. The moment never happened.

"What? Everyone who's ever seen my eyes has died. Her, Marvin, Brady, Lizzie Borden.. It's a curse"

The four continued walking mostly chuckling at Dim's childish outlook on his bad luck. As it happens, they walked right past an opera house that was setting up for a grand performance that evening. As the signs outside would indicate, that night's entertainment would be none other than a rendition of the classic Pagliacci.The sun was near setting and casting long shadows as it crept down the hillside over the sea, peeking out over the tops of buildings and sinking as if to light the waters themselves. With one last warm ray of hope the dusty rafters above the theater saw the mites stir and twirl a brief dance, only to fall into the dark.

The beams creaked and groaned under immense weight. In the balcony window overlooking the stage came a rasping cackle and the shifting of floorboards as a figure clad in a faded red and yellow suit with a puffed collar stared down.

"Hehehehe. O how I do so love a good show. Eh?" Their head lifted slightly, bulbous red nose twitching as it sniffed the air and turned on heel to guide them toward the window. Looking out between slightly rotted beams of wood and unkempt broken glass the makeup on their face stretched back into an unnatural grin, lips curled beyond humanly possible at the corners. "What's this? A snack I smell. Three? No, four of them.. -snort snort- And a couple of them are little boys too. Oh delightful, that really puts the curls in my curlicues.. the sprrrrrrring in my step.." Drool spilled from their painted-on lips, forked tongue licking over short pointy teeth. He scratched delicately with gloved fingers at the hairless top of his head, the red afro all around the sides seeming to perk up. "Daddy's got some hunting to do.." With that he drew between his frilly gloves a measure of wire that shimmered by the light of the moon, laugh building slowly from his gut over the opera beginning in the theater behind and below.

(A/N: For dramatic effect, play Vesti la Giubba ('Il Pagliacci') here while imagining a long drawn out cackle.)

Below, in the town square, Soul's plan to wait it out by the town fountain was panning out about as poorly as could be expected. Not only was there no sign of Jason, there was no sign of anyone, a fact which made Blair's hairs stand on end. She could definitely hear something nearby, but who or whatever it was making the noise was avoiding them on purpose.

"Hey, Dim. You can see souls right?" Blair turned to her partner and asked quietly.

"Yeah, why?" The young boy replied.

"My senses are going berserk; there's something evil around but I don't know what it is or where." Again she got that feeling that she was being watched. It made her skin crawl not seeing whatever creep was staring at her.

"Maka, you and I should sweep the nearby area in case it's our mark. Jason may be hiding nearby waiting for us for a surprise attack." Dim had to admit that now Blair mentioned it the feeling he got at the moment was disturbing.

Maka nodded softly, looking at Soul once to affirm that if she saw anything they moved on her go. "I'll take the left side of the fountain, pretend I'm looking over your shoulder. You take the right." Dim nodded and took off his glasses. The two took a slow inhale and let it out with a calming sigh, activating their soul sights in unison. Dim could see many blue souls of ordinary humans leading ordinary lives. Maka saw them as well. "You've probably figured it out by now but blue souls are good normal people. From this distance you won't be able to read them, and won't have to. It's the red souls we're after. Red souls are Kishin Eggs, those are the ones that we meisters need to feed our weapons. Blue souls are off limits."

"Copy that leader. Wait.." about 2 blocks away was a red dot that rose from a sewer grate onto the main walk. Dim recalled that as the place where they were confronted earlier by the bunch of thugs, if memory recalled.. "I think I have Jason, he came out of the sewers at the intersections of Vista Lago and Cristallo. But that's so far away Blair, how can you sense him from here?" As he posed the question he carefully eased his shades back into place.

"She's not." Maka pointed at the rooftop opposite her and behind where Dim was looking. Soul turned his head up to follow her finger and found illuminated by the light of the moon a silhouette of a large round figure with unusual proportions, long arms, and hair wider than his shoulders. The figure's eyes glinted briefly in their sockets. "That must be him. Killer Clown John Wayne Gacy Jr."

"You've heard of me? I'm impressed.." He lept from the top of the building, swinging from his long arms this way and that like a chimp in tree branches as he clung to the windowsills and tumbled steadily lower onto the cobbled pavement. "Though I'll be more impressed on a full stomach. Be a dear and hand over the younglings would you my sweet?" He raised an upturned palm to Blair, gloved fingers dancing in the air reminiscent of an inverted spider.

"Blair, this one's our target. Maka and Soul aren't supposed to interfere so let's get ours done fast and show them how well we work together thus far." Dim began to glow and took on his weapon form in full, dropping full into Blair's hands.

"Right. Maka, Soul, you guys just keep your eyes on us and make sure Sonson J doesn't get away. We've got this one in the bag." The chain hanging between her hands tightened, looping once around her right hand and her fingertips holding the safe side of the blade pointed out. Dim watched from inside and felt her soul waves calming, along with his own becoming in sync with hers. He felt it, they were even more in tune with each other now than they were during their fight with Kid.

"Blair, he's got a lot of reach with his really long stringy arms and those hands are made for grabbing. If it's possible get me in close and finish him off with a linear strike." the young man stated. There were very few exploitable weaknesses as far as he could see.

"Lin-ear?" Blair looked utterly confused, causing everyone there to deadpan as she tried to piece together the meaning of the word.

"Never mind, just get in close and go for the finisher." he said, regarding the calm clown warily. What was he up to not making the first move when he had the jump?

Blair took her first couple steps slowly, then another two, three more, running, all out sprinting with both weapon ends kept close to her. The figure swiped a large frilly hand at her which she avoided too easily. As he stepped back and drew his hand back across his body something glinted in the pale moonlight.

"Blair, get back!" Indeed she had gotten close to him just as planned, and the attack was way too easy once he missed, but now Blair's arm was caught around her neck and both being held in place by a thin wire that dug into her outfit and squeezed her neck even tighter than the pumpkin-patterned choker she wore. She was trapped."Dammit!" In that moment when she was grasping at her neck and struggling to breath the sight of Her body as it lay in the grass superimposed itself in the forefront of Dim's mind. 'But not this time' he told himself. Moving on his own Dim slinked out from his place under her hand and cut the wire that bound her wrist and neck, sending it flying in both directions and immediately releasing both of them from the all-too-simple trap. "He let us get close on purpose. Sorry Blair. Are you hurt?"

"-cough cough- 'S okay, I'll live. But now I really don't like this guy" She responded, taking up her arms again but tightening her grip on the handle of the blade.

As Soul and Maka watched the two of them Maka's senses suddenly went on high alert. The figure of Jason had run all the way over to watch them fight and was standing right beside her. Flinching, she grabbed Soul's arm which stunned him briefly only for the weapon to realize why. As Soul spun around and pointed his blade Jason slipped the bag of of his head just high enough to stick his tongue out at the pair and start running away, knife shimmering as he ran across the courtyard.

Meanwhile, Blair had managed to get Dim wrapped around another wire which Killer Clown weaved expertly into a spider's web. When Dim got caught in it he let it go and Dim found that while not sticky it seemed to tangle around him all the same which led to some choice words as the tangle was undone by Blair's hand and nails in the middle of the fight. Every so often between repeated slashes at Gacy's clothes Dim and Blair would end up tangled and twisted in the wire which Gacy was more than happy to discard only to magically produce more between his grossly long and oddly bent digits.

"Not too bad huh? Normally I liked using balloons and leaving behind a little balloon animal but you're becoming annoying little gnats and so I shall revel in your end." His fists closed together and he swung them downward then upward behind, skipping rope with his own arms as he got closer and closer to them both.

"There's got to be a weakness.." Blair looked over and around at the clown but saw nothing except his stupid expression of victory, having smacked them both around fairly well. His arms were long and lanky which looked out of place on his shorter round body. His short stubby legs did little to help but to attack them would take time and patience if not proper planning. Everything about this kishin egg was stupid from his goofy red shoes to his red round

"Nose! Blair, you gotta go for the nose. Throw the round heavy end right up his nose in a straight line. Think of it like your pumpkin ball thingy and shoot it really hard at him."

"But last time we tried that we had to get up close and he nearly choked me out with wire. There's got to be another way." Blair watched the clown bring his hands down to the cobbled stone and bound over them. He did it again now only a few feet from them. She had an idea. "Pum-pumpkin pumpkin Peter's Pumpkin!"

Across the courtyard, Jason with Maka and Soul in tow was nearing the end of the open area and would soon be between buildings where it would be much harder for Maka to swing Soul any way besides vertically. The promenades of Italy were remarkably tight and left little room to fight as the flat ground was sandwiched snugly between buildings that were perfectly vertical for several stories. In other words, if Jason were to escape into these narrow corridors the overwhelming advantage would be his.

Still running, Maka flipped Soul's bladed head and swung at the jersey Jason wore, splitting the number 13 between the numbers as the tough fabric bunched up when Maka stopped. Soul shivered with disgust as the shaft head came into contact with the bare skin of the man's back, tugging on his shirt and threatening to tear it down the middle. Maka felt the tension as she pulled and planted her feet, groaning as Jason was lifted off of his feet and sent tumbling end over end backwards through the air, boot smacking into the back of John Wayne Gacy's fat head before continuing along with the rest of him as he flattened out on top of a low angled rooftop. Maka and Soul vaulted onto Gacy's head shortly after, using him like a springboard to follow Jason.

Gacy, fists trying to hammer their way through the silhouette of a pumpkin that encased Blair and Dim, sputtered and shook his head as he was whammied not once but twice up the back of his skull, causing him to step back and shake his head.

"Now!" Blair cried, throwing out the pointed end of the kyoketsu-shoge. A straight line, drilling squarely for his nose. But Gacy's big meaty hand merely clasped around it and dripped a little blood from his glove.

"Nice try kid, but I prefer you when you looked more like a little boy.." Within his palm Dim could feel himself being squeezed. Though his physical body wasn't being damaged he could feel the wires between Gacy's fingers tightening around his chain as though he were actually being strangled in weapon form. The air was being cut off, it was harder to concentrate now.

Wham! Gacy was shocked and scrambled, blinded by a momentary white light. Blair caught the weighted end as it came back around and Dim's bladed end popped loose, both now caught in her hands.

'She bounced me off the ground to get under his guard while he wasn't looking and broke his nose. Incredible.' inside his weapon Dim clutched his throat and gasped for breath. "Let's finish him Blair. Together."

"Right!" Blair proclaimed. Still holding his nose and groaning Gacy looked at the woman as she ran forward, purple hair flowing behind her then swirling as she ran up his body. For an instant all he could see was her hair twisting, feeling hands on his shoulders that tapped lightly, then pushed him forward. He lurched, only to be caught around the neck by something cold and hard..

Blair grasped both ends of the chain and pulled, ironically strangling him in the same way that he did to them both. He writhed and reached behind his head to find her, but Blair's boot pushed between his shoulders and with a loud snap the large man was stilled forever. At first neither one of them were willing to let him up until his body began to bubble and exploded with confetti, leaving the red orb of a kishin egg soul floating before them. It was over, their mission was a success.

Meanwhile, up on the rooftop behind them, Jason and Maka and Soul were still battling it out, machete against scythe as sparks showered and metal rang against metal. Maka deflected another wild swing behind her and spun Soul's shaft to jab the butt end into Jason's gut, slamming him into a brick chimney before flourishing the scythe once more.

"It's not fair.. It's so unjust. The DWMA sanctions murder freely, why should they get to have all the fun? " Peeling himself off of the chimney Jason slashed his machete along the length of Soul's blade, until Maka twisted her grip and removed his hands. Before he could cry out she spun full circle and reaped through his midriff, unraveling Jason's body until only a small puddle and his mask remained as the kishin egg descended gracefully into Soul's grasp.

"DWMA doesn't murder idiot. We catch and silence murderers like you because it's our job." With that Soul plopped the juicy looking soul onto his tongue and chowed down, smacking his lips accidentally as the meal slid over his sharp teeth and practically melted in his mouth with a loud gulp. The weapon let a sigh of relief as the power surged within him and his hunger was satisfied. "Maka, thank you for a good meal."

"You guys finished too? Great, looks like we're right on then!" Blair cheered as she in cat form ascended on a pumpkin with Dim in weapon form around her neck. The soul of John Wayne Gacy was clasped in a knot of chain and as he slithered off of her into human form it managed to remain in his hand. The hunger was there again, even more intense than the last time.

"Hey Soul, Dim.. You guys seem to really like those kishin eggs. What exactly do they taste like?" Maka, despite her endless search of knowledge, had never thought to ask this of Soul before, but now seeing another weapon just as fixated on them as he was she was dying to know.

"That's a good question, I was wondering myself nyaa~!" Blair scooted closer on her pumpkin, looking over the pulsing red soul.

"It's not really so much the taste for me as it is the consistency, the way it feels going down ya know?" Soul tried. There was really no way to explain it, it just felt.. right to him.

"Perhaps if you tasted it yourself you'd understand." Dim held out the beating red soul, almost reminiscent of a heart which made Maka fidget uncomfortably.

"I think I'll pass thanks." Maka held up her hands, looking a little nervous.

"I'll try it!" Blair's whiskers flinched as she sniffed it, getting no scent at all. Her tiny cat mouth opened wide and bit the thing with a cute little 'Nom!' only for her to blanch and withdraw nearly instantly. It was without a doubt the worst thing she had ever tasted, salty bitter and sour all at once disagreeing with her rough taste buds. "How do you eat that?!" she managed to get out between spitting and sputtering to get the flavor out. She even tried licking her own fur but the taste remained.

Dim plopped it in his mouth, chewing and drooling a little as the bittersweet refreshing taste hit his tongue, every time he bit into it a little more urgent than the last. There was very little to compare it to, but best he could define was the candy bars that he remembered as a kid, sweet creamy and a little bitter with some kind of umami flavor. It was absolutely amazing. He finished it off with an unceremonious belch.

"I don't see what's wrong, it tasted good to me. Maybe you just can't stomach souls because you're not a weapon." Then a thought crossed his mind, one which he failed to consider earlier. "You guys didn't look did you? When I took off my glasses earlier?"

"No" came the unanimous response from Maka and Blair.

"I did." replied Soul. Dim felt an unusual amount of concern, this feeling that he had before. Soul was doomed.

Same time, across town, the gang of thugs who were unfortunate enough to have met the students were gathered in a church they were using as their hangout. All fifty of them were gathered around one individual, dressed in all black with pink hair and eyes darting every which way. They shouted from every direction, but whoever this odd person was was in the middle of a conversation with someone else.. something else.

From the dead of night, by the pale light of the moon, piercing screams could be heard. Blood spilled as a hooded figure watched in eager anticipation.

Chapter end!

A/N: So again sorry for taking so long. The reason Dim's flashback looks a bit juvenile and written the way it is is simply because i wanted to convey the feeling and emotion as a young mind experiences something traumatic like that. Remember the monster in your closet or the one under your bed? How much more frightening the idea was when you were young as opposed to when you grew up and looked? That's the idea. It came to me while reading the Shining on my break at work. How young minds perceive frightening things are always mortal terror.

The only other real note i want to make is my take on how a soul ought to taste. Im my opinion, the lack of crunching sound tells me that souls have a creamy consistency and since they appear to be kinda gelatinous, i thought that would mean they would be all soft. my best and only guess is that they taste like milky way midnight candy bars with peanut butter, only because the first time i watched Soul Eater was around Halloween and I binge watched the first 14 episodes while munching on coffee, peanut butter on toast, and a halloween sized bag of fun sized milky way midnight bars. Good times.

Dim: =.= You need help, dear author.

yes dim, yes i do. later taters!