A/N: This is my ResBang offering, a post-apocalyptic Soul Eater alternate timeline UA inspired by, but not really based on, Stephen King's The Stand. I would like to thank the artists who worked with me on this, Tribalpunk and Legion, whose art and music for this fic can be found linked on my tumblr page. The cover image is TribalPunk's fantastic piece for this fic! I would also like to thank my Beta, Heysaxylady, whose patience, effort, and just darned good advice helped to shape this fic and make it that much better.

Chapter 1: Close Encounters

The girl noticed him long before it happened; so few newcomers traveled through their town that she always realized when they were there. She noticed, and she saw what he was right away and she hoped, no she prayed, prayed to the long lost Shinigami, that they would move through quickly and be gone because if they didn't, if he were somehow discovered, it would be his end. She could see how much he'd been through, could read it in his strange, gentle, twisted soul as clearly as she read the book in her hands. They'd all been through it, every one of them, but the ones like him, those cursed with weapon blood, they always faced more.

They were just passing through. Twilight was upon them and their world stood half in shadow, the strange colors of the strange sun not quite set and the moon only just rising, bathing them in surreal blue. She could feel the nervousness in their souls, the eagerness to be gone as she stalked them from the shadows. They would leave soon, she willed them to leave soon, and it would be better for them that way. Only, they hadn't left soon enough.

Gopher and his lackeys were tailing them. She could sense the strange winged soul of the one and the petty little souls of his gang, could feel their ill intent. They liked to pick on travelers, to shake them down, to keep what they found of value and to bring any curiosities to Noah, who suffered their existence because he took pride in his collection of things from the old world and needed them to build it. Noah also needed them to keep his position; no one in town dared challenge his word because if they did, the gang would silence them. The girl hated it, hated them, but said nothing, did nothing, did not even reveal to others that Gopher was different, because she couldn't. She had nowhere else to go, and if they discovered what she was, what she could do, she would be dead or banished, which was as close to dead as made no difference. The girl and her father had only been able to remain here by drawing no eyes and no questions, and now she didn't even have him. She was alone in the world, alone and friendless. No, she had not been willing to rock the boat. So she'd watched as they hurt people, each time she'd watched as they hunted victim after victim, and she knew it was wrong and she felt the disgust, with them, with herself.

The girl consoled herself, always consoled herself, that they only took people's things, that they always left the travelers alive, if bruised and bloodied. Only, this time was different, and she wasn't sure she could just watch. She knew that intervening would probably mean her death. And yet, she couldn't quite bring herself to care. Without her father, what did she have left to live for anyway?

The two boys, men really, were cornered. Seeing or perhaps sensing the gang behind them had left them feeling harried, and they made a wrong turn into a dead end alley, trapped. She followed in the shadows, fearing the worst, and now here it was happening before her eyes. As they cornered the boys, threatened them, she knew what the younger one would do before he did it and almost screamed out for him to stop. He wouldn't stop, and she was too late, far too late.

The blinding blue flash could not surprise her as it surprised them. Only an instant later, the younger boy stepped in front of his companion, his arm now a blade that glinted in the half light.

"Weapon!" Gopher screeched. "Kill him, kill them both!" There was the snick of blades being pulled from holsters, the quiet whoosh of a thrown knife and a screamed "Nooo!" as the older boy knocked the younger aside. There was a thunk and the girl saw the hilt protruding from the center of the older boy's chest, then a gurgle. She heard another cry.

"Wes!" Screamed the younger boy, who fell to his knees as he lost his tenacious hold on his scythe form and huddled over the older one in despair. She saw the group closing in, knives glinting with the light of the rising moon, its vicious, bloody grin the personification of their bloodlust. There was no time to decide; she had taken action before she even knew what she was doing, rushing past the gang from her place hidden just behind them and over to Gopher, who was about to order the final kill. She landed a solid blow with the spine of the book in her hand. The gang leader fell to the ground with a thud as the girl backed up, standing in front of the strangers, waving the book menacingly. It felt paltry in the face so many blades, but it was all she had.

"What the hell?" The exclamation behind her was a mix of surprise, anger, and anguish. He couldn't have expected her to appear out of the rising gloom like an avenging angel; she hadn't expected it either. But here she was, standing guard over this weapon and his companion. The gang had been stunned by her actions, trying to figure out what was happening, but they were regrouping. It wouldn't be long now and her book was no match for half a dozen blades no matter how skilled she might be in a fight. Wait… weapon… maybe…

"You, weapon. Can you transform?"

"I..I don't—" she could feel the hesitation in his soul and cut him off before the doubt could fester.

"Try, damnit, or we're going to die." She rarely cursed, but the fear and stress were overwhelming. What was she doing? Even if this boy could transform, the likelihood she could wield him was low. She had come rushing out like some sort of would-be hero, but all she was going to accomplish was to die alongside them.

She was surprised by a sudden flash of blue and the feeling of warm metal in her hand. This was… she took a quick glance along his length, up then down. She was holding a Scythe. A Scythe of all things, red and black and beautiful. And it wasn't too heavy or too hot like she'd read could happen. She could wield him. She would wield him. She was a Scythe Meister, after all.

The girl spun him around, a grin working its way onto her face, the elation of hope, real hope, cutting through her stress and fear.

"Shit, she's a meister. Maka's a fucking meister." The group was backing up. There were six of them, but they only had knives; they were no match for a meister with a weapon, and they knew it. They turned and ran out of the ally almost as one, crying out for reinforcements as they went and leaving the prone, unconscious Gopher behind.

Maka and the two strangers behind her would have to run. They were going to die if they didn't run. But how would they carry the other boy? That wound…Maka looked back. Quickly, whatever was to be done must be done quickly. She saw the blue soul floating over his prone body and felt a guilty mix of relief and despair. He was already dead; there would be no helping him now. She spotted a fire escape to her right and began to move towards it, still gripping the weapon.

"No, wait, my brother!" she heard the metallic voice echo through the alley. She could feel the distress of his soul and wished, wished with all that she was, that she could give him time, but there was none.

"I'm sorry, I'm so sorry, but he's dead. Look—that's his soul—he's gone. We have to run. There will be more and we can't—"

"No, you're wrong," the metallic voice railed. Blue flashed and the weapon was gone, replaced by the boy, moving to huddle over his prone brother. She should run. They didn't have time. With or without him she should run, but she couldn't; this would be for nothing if she did. The boy was staring at the blue soul hovering over his brother's body in awe. Maka noted, almost absently amidst the mounting fear that they would be trapped and die in spite of this narrow reprieve, that his eyes looked oddly red in the half-light, and that his hair was strange and stark. It looked white and wild, though she was sure both must be a trick of the light. He was looking at her now, his eyes confused.

"This is… his soul?"

"Yes," her response was quiet. "It will dissipate soon, with no Shinigami to guide the path. We can't do anything for him now, and if we don't leave, if we don't run, his sacrifice will have been in vain."

He looked like he wanted to argue, to fight, but whatever he was going to say, he choked down into a large swallow and nodded.

"Can you transform?" It would be faster, easier, for her to carry him that way, and it would give them a means to fend off pursuers. He began to shake his head,

"I don't—" She cut him short again.

"You need to try." And he did. He stood up and a look of concentration appeared on his face. They heard the shouts getting louder. The gang would return soon, a lot more of them; they were running out of time. Blue flashed and she saw his arm was transformed again. That wasn't good enough. The meister moved closer to him, put a comforting hand on his shoulder. She didn't know him but they both needed him to do this, even as she knew he was hurt and angry and grieving and wished she could do more, give him time, avenge his brother, something, anything. Somehow, that simple gesture was enough. Blue flashed and she was holding the Scythe once more. She heard the crowd shouting at the mouth of the alley and, with one last look at the body they would leave behind, she took a running leap to the fire escape, climbing quickly and quietly. She would take to the rooftops, use the years of training her father had instilled in her, and hope that it saved their lives.

By some odd mix of skill and minor miracle, they managed. Maka had been spending time on the rooftops since she was a child; she knew them well. She let the crowd see her moving towards the edge of town, let them chase her along the ground, before taking to the shadows and moving the other way, back towards the center of the city, then finally, cutting to the edge of town in a different direction. Had they been brave enough to follow a meister and weapon along the rooftops, they might have tracked and caught her, but none had been that brave and she'd leapt from the final rooftop to the top of the barricade and then down. They were free; none would chase them here, even if they had seen them go.

Maka felt the exhilaration of her actions, the sheer physical exertion of what she was doing. The problem was, freedom brought further danger. The barricade surrounded only part of the old city, and Maka took to the rooftops again, knowing the streets below could hide enemies. It was unlikely here, this close to the walls of the city, but then, some of the most brazen would lurk here because it was close, because they craved the presence of one, like Maka, who strayed just that bit too far. Yes, the rooftops would be safest; bathed in moonlight, they were like a road to some distant, unknown salvation. Maka knew that such salvation was unlikely outside the safety of the barricade, but she allowed herself to hope. If this boy and his brother had managed, surely they could do so together. That thought snuck up on her like an unexpected slap to the face and she suddenly froze. Together. The magnitude of what she had done, of what she was doing, hit her hard. She was responsible for him now, had laid that claim when she'd intervened. She knew nothing about him but that he was a weapon, but now, they were stuck together as surely as if they had been that way all along. They would never survive the outside otherwise. Sobered completely by that reality, that knowledge, she was startled again by the metallic voice at her ear.

"Something wrong? You see something?" He had managed to gather himself enough to keep a level tone and she was impressed. His brother had just died before his eyes; whatever else he lacked, the boy had a strong will. That would serve them both well.

"No, nothing," Maka replied and began moving again, but the exhilaration was gone as she continued leaping from rooftop to rooftop toward their new life.

After they left the Ark, she kept going, choosing a path and simply running. There were kishin here in the thick forests just past the outskirts of the old city, oh yes, and Maka had to stay sharp to avoid them. Her Soul Perception gave them a chance, but they could still be overwhelmed and she would eventually have to sleep. The world outside the the settlement was dangerous. She had been here, just beyond the walls of the city, countless times, but always with her father, always wielding him. Now she was alone. No, that wasn't quite true. Now, instead of being cared for, she was responsible for another. It was strange, but somehow not unwelcome. It gave her a task, a purpose, for the first time since she could remember, and that was somehow almost nice—if entirely frightening.

She'd been startled by his words a few minutes later as he spoke again:

"Wait." He did not transform, but the eye on the top side of his Scythe form looked down at her in quiet expectation.

"What? Why?"

"We… I have a bike, and supplies. We should take it." Maka nodded. Yes, that would help.

"Where?"

"Along this road, but you'll need to veer to the right soon."

She nodded again in response and then sighed. "Thanks… uh… hey, do you have a name?" And then he'd told her. He didn't give a last name and she didn't ask; it was enough to have something to call him.

"Soul," she repeated. It sounded strange on her tongue and she wondered if it was a name he had been given or had given himself. "I'm Maka." She didn't wait for a reply; pleasantries, like so much of the old world, were relics of the past.

As she followed his directions and found the bike hidden in a bush, she was impressed again. While the thing was garrish, massive and orange, it was also small enough to get around the many obstacles in the road, and it would use less gasoline than a car, a precious commodity these days. They had taken a convoluted path to the city and the bike was hidden in the opposite direction of their approach. No wonder this boy and his brother had managed to survive so long; they were careful. But careful could only get you so far, and their luck and care had not been enough when they'd come to the Ark.

Yes, that was what they called the city she had lived in since she could remember. It must have had another name, once, but it was long since the Ark—the center of Noah's collection. He collected his people inside, collected his things, and kept them all safe. Only, not anymore, not her. Now she was the enemy.

Soul took his human form and they mounted the obscenely orange bike, him in front, her behind; since she had never ridden such a thing, he drove. She cringed at how loud it was and at his initial clumsiness with it. While he did not explain, she could guess that his brother had done the driving. The motorcycle made up for its noise and its garishness with sheer speed and efficiency, however, and together, they rode far and fast, driving until her limbs ached and her head swam. They needed distance, between them and that place, between her and her old life. But as dawn approached, she knew that they would need to find shelter and rest. They could not run forever. There were houses here, along this road, scattered but evident. Old dwellings that were, like everything else, the remains of a long dead world, tangible ghosts of a forgotten past.

Maka made a quiet suggestion that they stop and Soul grunted his response and turned towards one that looked relatively upright and untouched. They dismounted and Soul wheeled the bike behind a large bush in front of the house while Maka tried the door. That it was locked was probably a good sign, but it meant they would need to find another way in. She had begun to move away when she felt a hand on her arm, stopping her. The weapon boy was done with the bike and had mounted the steps of the porch to stand beside her. With his worn black leather jacket over t-shirt and jeans, the bike suited him. By the light of the new day, she could see that her first impressions last night had not been a trick of the light; the boy had eyes as red as blood and hair as white as newly fallen snow, held partially away from his eyes by a thick black headband. Her father had told her, once, that weapons and meisters were sometimes marked by odd features, like his flaming hair, and seeing this new weapon, she decided it was probably true. She shot him a questioning look and he half shrugged.

"I can open it." It was the first actual words he had spoken since they'd found the bike. She nodded in response and watched as he turned one finger into a small blade and worked the lock. It took several minutes, but eventually, she heard the click and the door swung inward, creaking on rusty hinges. They entered together and took a few minutes to explore the place. There was dust everywhere, and cobwebs. As they entered, they saw insects and other larger and furrier things skitter away; they were not the first to seek shelter here. Other than the smaller life forms and the evidence of their residence, the place appeared untouched. The downstairs was the worst of it, with copious dead rodent carcasses and long decaying insects strewn about, but the upstairs was relatively clear. Apparently, not many of the new residents bothered to venture upstairs. Maka gave a silent thanks for that as she went into several rooms with shut doors and found dusty but otherwise unmolested furniture, including beds.

While usable beds were a welcome presence, the kitchen and basement proved the most helpful. The basement had a small, untouched cache of emergency supplies and the kitchen a pantry full of canned food. Luck had brought them somewhere they could rest and resupply. Yes, this house would serve them well. After barricading the lower entrances, they gathered some of the cans and the supplies and chose a room upstairs, one with two twin beds. It had been a place for children to sleep, once, long ago. Now, those children were either grown, or more likely, long dead, and it would serve as their refuge for the night. They barricaded this door as well, covered the beds with (relatively) fresh, if a bit musty, linens they found in a hall closet, and each settled onto a bed, equipped with two decade old cans of SpaghettiOs that were edible, if not exactly tasty.

Maka ate from her can thoughtfully; neither had bothered with bowls, though they did use spoons they had found in a kitchen drawer, cleaned vigorously using water from the emergency supplies. They were facing each other on their respective beds, the light of the new day streaming in from the window of the east facing bedroom. He couldn't be much older than her, she guessed. She had turned 18 a few months back and she guessed he was within a year of her, at most. He ate with quiet gusto, wolfing down his first can of old, processed mush and then, opening and inhaling another as if it were his last meal. It was both fascinating and disgusting and Maka couldn't help but to stare. Who was this boy, this weapon, who she had unwittingly tied herself to? She hoped they lived long enough for her to find out. They should sleep soon, but she figured they should probably work a few things out first.

"So, Soul?" He looked up at the sound of her voice and she realized, as he leveled that piercing red gaze at her, that underneath the vigor with which he consumed his sub-par meal was an exhausted boy, spent physically, mentally, and emotionally. Whatever exhaustion she might feel herself, deep in her bones, this boy felt soul deep; his brother was gone and she could read in his soul how much it hurt him. She felt badly for forcing this conversation, but they needed to have a plan if they were to have any chance to make it outside the Ark.

"I was thinking—uh—this would be a good place to stay for awhile, maybe until the food runs out. It's remote, defensible, and well stocked. It would give us a chance to train." The boy had resumed eating as she spoke, but stopped again, spoon halfway to his gaping mouth, as she finished.

"Train?" He sounded confused, almost incredulous.

"Yes, train. As weapon and meister, I mean. We're obviously compatible, and if we're going to survive in the wild, we need to be able to defend ourselves. I've—um—well, I've used a Scythe before, so I know how to wield one, but we've never fought together, so I thought—" He still looked a little stunned as he interrupted.

"So, you want to wield me? You're really a—a meister?"

"Of course, otherwise I couldn't have held you in the first place," she tried to be patient, knowing all he'd just been through, but couldn't help letting a small huff escape. "Unless it's a Deathscythe with a very flexible soul, only a meister can wield a weapon." She had taken it for granted that everyone knew such basics, but then reminded herself that most people didn't have the advantage of having been raised by a true Deathscythe, that most surviving weapons and meisters were alone and either hunted or in hiding.

"I don't…" he seemed to want to say something but didn't know how, exactly. He looked down into his second can of SpaghettiOs contemplatively for a moment, then back up. "I don't know if it will work. I've only ever been able to take full Scythe form a few times, and since Wes couldn't wield me, I didn't try past that. The few times I did it, it took a long time, and even then, there were a lot of other times I tried and failed. I don't know how I was able to do it with you, and I don't know if I can keep doing it. Maybe you should—"

"That's why we'll train!" she cut him off, her voice unnaturally bright even to her own ears. Training would be good for both of them; it would focus them, let them get to know one another, leave them more able to defend themselves. A weapon and meister with no place to be would be in dire need of defending themselves. "You can practice taking your weapon form, and then I'll practice wielding you. Oh! And then, maybe we can practice resonating! I was never able to resonate well with Papa because of our natural bond, but maybe we can do better—that would be great!" She realized she was getting carried away but couldn't quite help it, excited by having a weapon again, one that wasn't her father and who she could train and mold the way the old meisters used to before she was born. "Maybe we could even make you a Deathscythe! That would be great, wouldn't it?" She noticed, as she looked at him, that he was frowning deeply, his head slightly down, his white hair, covering his eyes, was almost blinding in the sunlight.

"I don't want to be a fucking Deathscythe," his voice was quiet. "And I don't want a meister." He almost spat the word. "It was the Deathscythes and the meisters who did this, who made the world into the shithole it is. I don't want any part of that. Look, I appreciate you saving me," he looked up slightly, his red eyes just visible beneath the blinding white, "but maybe it's better we go our separate ways, okay?" Maka just shook her head. She could feel the anger welling up, the bitterness.

"You're wrong," she managed to get out through clenched teeth. When she saw she had his attention, she took a deep, calming breath and continued.

"You believe the lies, but you're a weapon. You should know better."

"Like you do?" She nodded and he shook his head.

"People like us are hunted, fucking hunted, over what they did at the DWMA. They killed off practically everyone, ruined the whole damned world, and you expect me to believe that's all a lie, that I've been hiding my whole life because of some mass delusion? Bullshit."

Maka just shrugged. "My Papa was a Deathscythe," she said quietly. "He was there. The one who really unleashed the virus spread the lie that it was the DWMA, but why would they unleash something that killed their own leader? Why would Shibusen let loose a virus that would kill their Shinigami?" Soul shook his head, but didn't answer, refusing to meet her gaze.

"They wouldn't. It makes no sense because they didn't do it. It was a witch, the same witch who spread the rumors. A witch named Medusa. My father knew the truth and he told me—he told me, and I believe him. What did the DWMA have to gain? They were devastated. But Medusa? She's close to Asura, her and her sister both; if I've heard the rumors, then you must have, too."

"Even if it's true, why the hell should I agree to be your weapon? I've survived this long without a meister. I don't need you." His voice was low and angry. Maka felt her heart breaking for him as she saw the confusion in his soul, the overwhelming grief and fear. He was alone now, for the first time, and he didn't know what to do, how to go on.

"You don't have to," she acknowledged, her voice soft and even as she stirred her long forgotten can of mush. "We could go our separate ways, and most likely, we will both die. Or we can stick together and have a chance. I can't make you do that, but I hope you will choose to stay." He just shook his head again.

"We're screwed either way and you know it. A weapon and meister together may as well have a target painted on their foreheads." She shook her own head in response.

"Most people can't tell unless we screw up; you can't have survived so long without realizing that. Maybe we can find a new place, a safe place, better than the Ark. Look, it can't hurt to give this a chance, right? I mean, there are only a few weeks of food here. Could it hurt to train together until it runs out? I could teach you things, about being a weapon, about the old world. And if, in the end, you want to go our separate ways, then okay, we do that. But why not give it a chance? At worst, you will end in the same place you began, right?"

He let out a breath, plunking down his empty can on the table beside the bed, then looking into her eyes.

"Yeah, alright. I guess it can't hurt. Just until we eat through what we can't carry, though. Then, you're on your own."

"Then, we're on our own," she agreed. It wasn't exactly what she wanted to hear, but it was a start. In a few weeks, as he processed it all, his brother's death, the lies he'd been fed, maybe he would change his mind.

In the end, that was all she could hope for.