"You know, if you weren't so rude all the time, nobody would pick fights with you."

"And if YOU weren't so pathetic, people wouldn't walk all over me! I don't get any of the respect I deserve!"

"Ragnarok, why do think people don't like you? It's because you insult them and call them names. Of course they don't respect you. If you want people to be nice to you, you have to be nice to them."

"That wasn't the case before."

"No one respected us before. In fact, Medusa used us, threw us away, used us again, then tried to kill us, remember?"

"...You know what, Crona? I don't like your tone. Smart-ass."

"What tone? You're st-"

The meister and weapon pair stopped their argument as three knocks came at the steel door to their room. They looked at each other and then looked out the window, confirming that it was the middle of the night and that it was a strange time for someone to be in the school's dungeon. Crona stood and moved over to the door, opening it slightly so he could peek through. He opened it all the way when he saw who was there. "What are you doing here, Maka?"

She shrugged, clasping her hands behind her. "I couldn't sleep, so I decided to take a walk. Then I found myself near the academy, and... here I am." She shrugged and didn't continue, looking towards the ground.

Crona opened the door wider, stepping out into the hallway and taking a closer look. Her hair was still in its usual pigtail style, but it looked messier than usual, as though she'd thrown it up in a hurry. She wasn't wearing her school uniform and coat, which was strange since she'd normally wear it at all hours of the day right up until she was going to bed. Instead, she was wearing a white hoodie with light blue short-shorts and sneakers in place of her boots. He also noticed the way she was breathing; quicker than normal, and on her forehead was a slight sheen of sweat, as though she'd sprinted to the academy instead of walking towards it because of coincidence. "Are you okay?" Crona asked.

Maka took a deep breath and exhaled slowly, raising her head to look up at him. "I'm alright." She answered with a small smile. "I was just wandering if you'd like some company?"

"Of course!" He answered quickly. He closed the door to his room completely and followed Maka out of the dungeon. "Ragnarok's really irritated, so I can't sleep."

"Hmm? What happened?" She asked, more to Ragnarok than to Crona, who was still perched on top of the latter's head.

"Screw you." He muttered.

Crona frowned as he recalled what had happened earlier. "He tried to take food from other people when we were getting dinner in the cafeteria earlier, then started a fight with everyone when they didn't give him any."

"I asked nicely!" Ragnarok interjected.

"You did?" Maka asked, unable to believe what had just come from the weapon.

"No, he swiped food from the people we walked by and thanked them for their generosity. Then... things spiraled out of control and we had to leave." Crona corrected.

"Well, are you still hungry?" Maka asked. "I could go for something, myself."

He nodded, and together the two walked through the halls of Shibusen and out into the cool night air.

~Late Night Visit~

Only a quarter of an hour later, Maka and Crona found themselves inside the 24 hour 'Death City Diner', sitting across from each other in a booth. Maka's drink of choice was iced water, while Crona had cherry soda and Ragnarok had regular soda pop.

Despite the warmth and comfortable atmosphere inside the diner, Crona felt uneasy. The conversation between him and Maka had trailed off and ended a few minutes before arriving at the diner, and it hadn't returned, aside from Maka offering to pay for his meal. Now, she was staring out the window with her head resting on one hand, her brow furrowed as she was deep in thought. Crona looked down at the table, then took a deep breath and looked up at Maka.

"Maka?"

She blinked and sat up, turning her gaze towards him. "Hm?"

"Are you sure alright?" Crona asked softly.

Maka nodded and smiled, the same smile she'd given him before.

"Quit lying!" Ragnarok exclaimed before Crona could say anything. "You show up to Crona's cell in the middle of the night, offer him your company because you were just "near the academy" and then sit and brood like someone peed in your cheerio's! It doesn't take a genius to figure out something's wrong."

Crona was about to hit Ragnarok for being rude again, but Maka sighed and said, "I just don't know."

Crona looked at his weapon, then back to Maka. "... Don't know what?"

"Crona, I-" She paused for a moment, breaking her gaze. She opened her mouth to speak again, but then didn't say anything. "I just- It's... I feel like we're just not as close as we used to be." She finally managed to articulate. "And I'm not sure what to do about it."

"Uh- What do you mean?" He asked.

She lifted her eyes to meet his and said, "It's just that- when we became friends, I wanted to show you that there was more to life than being the puppet of someone who didn't care about you, and that you could be your own person. I wanted to help you out of that circle you closed yourself in. And now, it feels like I've done that, and you don't- don't need me anymore." She mumbled the last part. "You've become so capable on your own. I don't know what to say to you, and I don't know how to spend time with you. And that scares me because I care about you so much, and I don't want to lose you, or your friendship."

Crona's eyes widened as he tried to process what he'd just been told. Maka was afraid of losing him? That was the other way around! And yes, on one hand conversation between them had been strained recently, but he'd just assumed it was because he and Maka were always with their group of friends. With Black Star and Patty being obnoxious (and Soul joining them occasionally), Kidd succumbing to his OCD and freaking out, Tsubaki, Liz, and Maka either trying to keep things normal or ignoring them outright and having their own conversations, not to mention Ragnarok's attitude problem, it was almost impossible for he and Maka to have any one-on-one conversations. And when it was just the two of them together, it was usually for schoolwork and that didn't leave much room for casual conversation.

"Maka, I'm not going anywhere. I'd be lost without you." He told her as honestly as he could. "I'm not that capable on my own. I usually don't know what to do outside of combat or schoolwork. You're the one who introduced me to Tsubaki and Marie and Kidd and everyone else I know. If it wasn't for you, I'd spend all day locked in my room. You're the most important thing in the world to me, so please, don't worry anymore." He gave her his best smile, the same way she would when he needed cheering up.

It worked and she returned his smile, reaching across the table, taking hold of his hand and giving it a gentle squeeze.

"Wow. That was straight out of a soap opera."

Crona and Maka both turned towards Ragnarok, having momentarily forgotten he was there. Crona could feel his face heating up, and was sure that the same thing was happening to Maka. He turned to look at her, and for a moment was unsure what to say. But he pushed Ragnarok's remark out of his mind, composed himself and said, "Maybe we should do something that's just the two of- three of us. So that way we're getting closer instead of further apart."

Maka smiled, the happiest he'd ever seen her smile, and said, "I'd love that."

Before anything else could be said, their food came and they started eating, their initial hunger that brought them to the diner returning two-fold.

~Late Night Visit~

Once they'd finished and left the diner, the two found themselves walking back towards the academy. Maka once again took his hand and this time laced her fingers with his, something that surprised Crona, but not an action he was uncomfortable with. Her hand was warm and soft, and fit comfortably within his. The silence between them was comfortable, and Crona didn't feel the need to break it. He was glad that the reason for Maka's sudden strange behavior had been dealt with, and that he'd been able to help. But all too soon, the two meister's found themselves outside of Crona's cell.

"If Ragnarok causes you to skip dinner again, come to my apartment. Blair always makes too much food and we end up wasting the leftovers." Maka said.

"If it's not too much trouble." Crona said.

"Of course not." She responded. Maka let go of his hand and said, "I'll see you tomorrow, okay?" When he nodded, she said, "Goodnight, Crona." And quickly pulled him into a hug.

Crona smiled as he returned the gesture, happy to have hugged her again for the first time in what felt like ages. When they pulled back from each other, Maka gave him a smile and he felt his chest tighten. He bid her goodnight and watched her leave before turning and going into his room.

As he sat down on his bed, Ragnarok popped out of his back and said, "Wow." Crona looked up at his weapon and raised a brow. "You know, I expected you to cry, or have a nervous breakdown, or run away. I didn't expect you of all people to be normal in a moment like that."

"What are you talking about?" Crona asked, completely confused by Raganarok's remark. He'd hugged Maka before, so why would it be a big deal for it to happen again?

"You- YOU- asked a girl out on a date and didn't have a panic attack." Ragnarok said, pointing a stubby finger at Crona.

Crona was about to deny the claim, but realized that that was exactly what he'd done. The realization left him dumbstruck, not because he'd asked, but because Maka had accepted. Without a moment's hesitation. Now he understood why Maka had held his hand on the way back to the academy.

As he thought more about the situation, the more he realized he was okay with it. He'd always cared for Maka, that much was undeniable. He wouldn't have taken a near fatal blow from Medusa if she wasn't important to him. But now, he realized that he had the opportunity to show how much she meant to him. Now he could finally return all the warmth and happiness she'd given him since they'd met, and to show her just how incredible she was.

Crona turned to look at Ragnarok and said, "I think I can handle this."