A/N: There are lyrics in this chapter but I wouldn't call it a song fic by any means. There's links in my profile to all songs mentioned, so please go check them out! And oh, this is a long one..

SouLimit! ~B.P.M~

Chapter Three

This had to be some kind of joke, right? Over the trembling edge of the paper, Maka's wide green eyes looked to Ox who was doing all he could to keep from bursting out into another round of laughter. Kim peered over Maka's shoulder and Jackie and Havar could only guess as to what was going on. The last two had decided to come to the arcade that night to walk back with their meisters and Maka hadn't been too worried about them knowing. It wasn't as though they spoke to a lot of people about much of anything. The only ones she knew they talked to were Ox and Kim who already knew anyway.

If the words weren't in Soul's handwriting, Maka would have torn it up and thrown it out. She would have assumed it was some horrible joke, but no. That was definitely, undeniably his sloppy handwriting. And those were clearly not his words. They were most likely Black Star's idiotic rambling, which meant he'd be paying attention and that loud mouth would spread it everywhere: BPM was a guy. Just some loser pretending to be a girl for attention!

"So, how are you going to get yourself out of this?" Ox finally asked once he had caught his breath. "You've gotta fess up now."

The very thought made Maka's stomach turn. It wasn't even as though Soul would believe her if she came home with the letter in hand and told him straight out that it was her. He'd laugh. He'd joke at her expense and then go to the arcade and wait for BPM to show up. No, there had to be a way.

"I could go in disguise." The words had slipped out of her lips before Maka could fully contemplate what that meant. Another layer of lies, another effort to exert, another life to make up.

"You mean a wig?" Ox's amused tone broke her thoughts. "Good luck keeping that on while you jump around! And if you talk just a word he'll know."

Why did Ox have to be so-so annoying? Didn't he see that this was pretty stressful? Boys were always so insensitive! Whether or not it was a good idea, now Maka wanted to argue for it just to shut him up. With an angry frown, she clenched the letter, glaring at him.

"Well I can't not go! If I don't show up, Black Star's going to tell everyone that I'm just some loser boy who's-"

"You could tell the truth." Jackie spoke up. It had been too easy to put the pieces together and it bothered her someone as smart as Maka was stuck in the middle of something so stupid. Maka ignored her and Jackie didn't feel like repeating herself to someone who wasn't willing to listen.

"I would just need to show up and prove I'm a girl and then leave. It would only have to work for five, ten minutes tops."

"There might be a way." Kim nodded. All eyes there finally looked to the pink haired girl who had been strangely quiet over the whole thing.

"Kim, no." Jackie could see where this was going, but Kim flashed her a smile.

"It's fine. It'll be fun." That said, Kim looped her arm with Maka's and lead her to the girl's bathroom. What in the world could Kim have in mind that they'd-oh! Maka had nearly forgotten.

Kim was a witch. It was easy to forget when she was so nice and so far from the monsters they fought. By time they pressed past the girls' bathroom door, Maka felt a little anxious. It would mean magic, cast on her specificly.

"Will you be ok with this?" Kim asked once they came to a stop in front of the broad mirror. She didn't want to say it out right, but it wouldn't surprise her if someone like Maka would have reservations against spells.

"Yea, it's fine." Maka said with just the faintest hint of hesitation. She had gotten this far, the lie had grown into this, so there was no other way, right? She'd just need it for five minutes. Just. Just five minutes. Then she could go back to just having to maintain her imaginary boyfriend named Greg, her grades and partnership with Soul...no problem.

"This is a neutral spell, so you don't have to worry." Kim smiled brightly. The only way it would fall into the realm of the sway of power was in how it was used and Kim was certain that deep, deep down, the intentions were pure. Maka wanted to get to understand music more to be a better meister for Soul. Right? Right. This was just some weird round about way of doing it.

"I do it all the time." She continued and with a snap and a puff of smoke, Kim's raccoon tail reappeared. "Since you don't have any magical abilities, I'll have to enchant something of yours, that way you can change back and forth by putting it on and taking it off." She tapped her chin, looking Maka over. "It's got to be something Soul won't recognize since you'll have to wear it as BPM."

Maka looked herself over. Something he hadn't seen? Obviously she couldn't use her school uniform, and she didn't wear jewelery. The answer seemed to hit both girls at once and Maka blushed as Kim giggled.

"He hasn't seen your current pair of underwear, has he?"

"Of course not!"

"And there's no way he'll see them while you're BPM, right?"

"Why would he?" Maka's face was bright red and Kim couldn't help but to laugh.

"Then that's it. I'm going to need them." She put out her hand and Maka took a moment to weigh her options. She could risk that moron Black Star ruining the reputation she worked so hard to build for her code name, oh but all those nights spent spreading her name over the score board, the feeling of accomplishment! How could she just let him ruin it all? Maka could attempt to just come up with a disguise herself-no. That would only end in failure and Soul would find out and things would just blow up. This was the only way. With a sigh, Maka moved to the nearby stall and slipped out of her boots before removing her light blue panties with yellow lace trim and stepping out of the stall.

"These are cute." Kim grinned, holding them up to the mirror and tilting her head. There was even a tiny yellow bow on the front, top hem of the high cut panties.

"Can we please just do this?" Maka tugged at her own skirt hem, suddenly feeling oh so vulnerable.

"Washing them shouldn't do anything to the spell, just so you know." She teased just one last time before gently laying them down next to the sink.

Kim may have understated the size of this spell, for a few selfish reasons. This wouldn't be as easy as hiding a tail. This would call for a change of complexion, a change in body type, eye color, hair color and length. Maka's voice would have to change and if she could manage, Kim would need to include a sort of buffer that would help to cover or distort her wavelength to keep Soul from feeling that it was her...should the two of them end up getting too close in Maka's 'ten minutes, tops.' It wasn't as though she'd have to wield Soul as BPM, and the buffer would be gone as soon as she changed back to Maka again, so there was no harm to it.

A deep breath in, Kim closed her eyes and held her hands out over the panties in question. "Raccoo Tanunucooncoo n Ponpon Ponkitanu Pon Pon Pon Tanunu." A small globe of pink light appeared from her hands and fell upon the blue cloth, popping as if it were a bubble. For a brief moment the little pair of panties glowed softly and once they returned to normal Kim lifted them up, stretched them twice for good measure and handed them back.

"There you go!"

Maka looked at them and then to Kim and then back to the underwear. So that was it? Just like that, she could be a different person? "When can I try them out?"

"Right now if you want, but your clothes might be a little tight."

"What's that supposed to mean?" Maka took the panties back and turned towards the bathroom stall.

"Well you can't look like you, so I included a few changes in your measurements."

Maka's hand paused on the stall door. A change in measurements? It was obvious what Kim had meant, but the idea both saddened and excited her. It saddened her a bit that surly a girl as flat chested and slim hipped as her could never be anyone but poor under-endowed Maka, but...the chance to be a girl with the things she had secretly noticed, secretly wanted on some degree was too good to brush aside. There was no point in over thinking it, after all this whole disguise deal was a one time thing. Maka quickly pushed into the stall and slipped back into the blue and yellow panties.

It tingled, starting at her hips and traveled upwards and downwards at once, flying over her skin. "Nn, Kim I-" She had began, but Maka put her hand over her lips at the change in her voice. It was so shocking to hear a foreign voice come from her throat. The words seemed naturally sweeter in tone, filled with innocence, as if she had never yelled, nor thought a dangerous or naughty thought.

"Are you ok, Maka?" Kim pressed her ear to the bathroom stall door.

"Y-yea, I'm fine." Silence followed after and Kim fidgeted a bit.

"Well come out and lemme see!"

Slowly, Maka pulled the door back and stepped out. Where plain, pale skin had been was now fresh, pink skin dotted generously with freckles. Where had once been big green eyes were now round blue ones, staring wide at the new image in the mirror. Her height had dropped an inch, her chest had grown half a cup and her hips ached in the restraint of her skirt, perhaps another size up. Slowly, she raised a hand to touch the long wavey tresses of red-brown hair that fell over her new chest and stopped at her mid back.

"Wow! You don't look like you at all!" Kim gasped, clapping happily at her own work. "Oh oh turn to the side!"

The cutest little bubble butt was where hardly any had been and Maka couldn't help but to brush a hand over the new territory. "I..I really don't know what to say."

"You're welcome." Kim giggled. "Oh! You're not going to be able to just show up in your Shibusen uniform or he'll go looking for BPM at school. Just come to the back door of the arcade and I'll have an outfit here for you to change into."

"Ok." Maka could have agreed to anything, she wasn't really listening. She was too busy trying to wrap her mind around the image in the mirror. Suddenly Kim burst into laughter and it made Maka blink and finally look over at her. "What?"

"Well, you obviously can't go home like that, so you're going to need to walk home without you-know-what on!"

Jackie had waited for Maka to leave and felt no sympathy for the conflicted and embarrassed expression the girl had held. Her attention was on Kim and the moment she slipped from the bathroom, Jackie took her wrist and lead her out the back door of the arcade.

"Jackie?" Kim quickly replaced her own disguise, hiding her tail away.

"After this one time, you need to do Maka a favor and take back the enchantment."

"I have a feeling she'll need it for a little longer than ten minutes and more than just once." Kim smiled but it faded quickly when Jackie continued to frown.

"This is destructive." It was a simple, un-sugarcoated statement that spoke volumes. Destructive...like other witches drawn to destruction. Kim crossed her arms at that and returned frown for frown.

"Maka is my friend and if she thinks this is best, I'm going to help her."

"And what about Soul? What do you think it's going to do to their relationship when he finds out he's been lead on? Sometimes you have to tell your friends when they're wrong, if they're really your friends."

"Are you saying that Maka's not really my friend?"

"No. What I'm trying to ask is did you give Maka that spell because you wanted her to be happy, or because you wanted to lend magic? If it's just for the sake of using something besides healing spells, does that still make you a good friend?"

Kim was silent at that, looking at the cobblestone alley underfoot. It had felt good to be the one Maka shared a secret with. It felt good to be the one to help, and it was so, so nice to offer a service other than healing. In this favor she got to share a part of who she was with someone new. Someone besides Jackie or Ox. Did it make her selfish? Did it make her greedy or a bad friend? Had she taken advantage of the situation for her own enjoyment?

"I...I don't know if what Maka is doing is right." Kim finally said, looking back up at Jackie with a sheepish expression. "But I'm going to support her in her choices. She and Soul have gone through a lot and I'm sure in the end things will work out."

Kim's words didn't seem to convince her in the least. "Do you think we'd be better partners if you never told me about your secret?" Jackie crossed her arms.

The question shocked Kim, a look of fear instantly spreading over her face at the thought.

"No! Of course not! I don't know what I'd do if I didn't have your support!"

Jackie put a hand on Kim's shoulder, feeling it relax from its hunched position. "Do you remember how scared you were that I wouldn't want to be your partner if I knew? What they're going through is a bit like that, but with something so much more petty. She's scared he'll hurt her, so she keeps pretending to be someone else. In the end, Maka can take the risk and be honest and really come closer to him, or she can keep running away. If you want to help her as a friend, help her understand that, ok?"

Kim took a deep breath and nodded. She wanted to be the fun friend...she wanted to keep playing with Maka. Once the music ended and Maka told the truth, Kim had a feeling the game would be over...

A date. He had a date. Soul plopped down on the couch once he reached the apartment, not surprised to see the place empty. Maka must be head over heels for this Greg guy because like clockwork she was gone. At first he hadn't pressed the issue, but one night when he demanded to come along and meet this guy, she had literally managed to knock him out with repetitive chops to the head. Another night he had tried to stalk her, but her stupid soul perception gave him away. Soul had been lucky to make it home in one piece.

He had asked around about this guy but no one he knew knew anything about him that Maka hadn't already vaguely explained. It was lame and it bothered Soul a lot that she wouldn't even let him see this new jerk, but whatever. Maka wasn't stupid and so far things seemed just fine. She didn't give him any reason to worry and if he kept trying to push it, he might end up putting pressure on their strained relationship. Of course the first night she comes back in tears, he'd hunt the guy down and destroy him. But for now, the apartment was his routinely from 7 till 11 with Maka off with Mr. Too-perfect-to-be-around-Soul. Well, you know what? Good for her. Soul had a date too.

He couldn't help a toothy smirk. Yea, Black Star was a loud mouthed ass at times and he could embarrass a guy without hardly trying, but. If this turned out and this girl was really a girl, if somehow, something happened, anything at all, it'd be worth it. He'd have to thank him.

Soul got up to take a shower and once out, he stopped to look himself over in the mirror. How long had it been since he had spent time with a girl that wasn't Maka? One or two vague memories of formal parties and arranged dances came to mind, but that was it.

"God, he was right. I am sad and desperate." With a sigh, Soul ran a hand over his face but stopped when it reached his chin. Was that stubble? It wouldn't be long before he'd have to shave all the time. He was a growing young man, after all. Who wouldn't want to date a guy as good looking as him? Towel still wrapped around his hips, Soul took a moment to strike a few poses. He admired his modest muscle build, poking his upper arm. It wasn't showy like Black Star, and certainly not as slim as Kid, occupying a happy medium. It read strong but still sensitive. What girl wouldn't like that? She wouldn't know what hit her.

It was after the third pose he stopped, eyes falling on the reflection of his scar. It had paled since he had first received it, but still it remained. Would a girl outside of Shibusen be able to understand what he had to do? Could he ask someone to wait at home while he went on dangerous missions? Could he ask her to understand as he lived with Maka?

Maka...somehow she found someone who must not mind. She found someone to share things with, someone she could enjoy. Some guy that must have some how earned her trust enough to earn her affection. A sudden ache of loneliness washed over Soul and it was hard to tell just what was causing it. Was it jealousy that she had someone, or was it that her guy was able to reach her in a way that Soul failed to, even after all these years? He must be a pretty amazing person, or maybe there was something that Soul lacked that he just couldn't see. What if BPM saw that same lack in him?

No, this was stupid. Soul left the bathroom and turned off the light. There wasn't even a guarantee that she'd show up or be a girl at all. It would be uncool to get his hopes up for nothing. He had just slipped into his room when Maka walked into the apartment, locking the door behind her. All she wanted to do was take a shower and put the day behind her.

The warm water did nothing to help sooth her headache, the pain not a result of the spell but of her thoughts. She watched the water run over her slim chest, rinsed soap from her narrow hips and later dried the water from her thin legs. Maka brushed the tangles from her wet, dull and pale blonde hair, staring blankly at her reflection.

In order to keep playing a game that made her feel better, Maka now had to pretend to be a girl who's body put her own to shame. After all, what boy would want such a strange girl? If her hair were shorter and she wore pants it would be easy to mistake her for a boy from behind. Her towel was able to wrap around her chest twice and leave enough to tuck in. Maka turned to the side and put her hands where she remembered her new body came to, feeling the air and sculpting the gaps between truth and magic.

How many times had she told herself that her appearance had no consequence on who she was? Just because a girl had certain assets didn't make her a better person... but still. Maka couldn't help but to feel like something was missing. If it were possible to separate the intellectual from the physical it would be better but sadly they had to occupy the same home. It was frustrating, how over the recent years she longed for an attention that didn't rely on her gpa. To be desired, to be noticed. Such foolish, primal wants...but no matter the grade, no matter the mantra of self assurance, that want remained. She just wanted to feel pretty. As Maka.

So, what was the problem? Why did she feel this awkward sadness when thinking about how she had looked as BPM? After all, what a great opportunity, right? No surgery needed, no more wishing, no need to wear false parts, not that she ever would. She'd get to try being someone different and try a new body to see if the curves actually made any sort of difference at all. What if Soul liked this new girl? She planned to just show up and say she had to go meet up with her friends or something and then leave.

No, this was stupid. Maka tightened her twice wrapped towel and left the bathroom, turning off the light as she went. Regardless of if he was happy to see her, she'd turn him down. It wasn't a date. It didn't make any sense to worry about the what ifs.

Soul had wanted to wait to tell Maka about his arranged date, since he was unsure how she would feel about him hanging out with another girl. When Black Star had blabbed about it first thing during their first period Maka had only shrugged.

"That's good. I hope you have fun." And offered Soul a small, supportive grin.

"That's it? Have fun?" He blinked.

"Yea. It'll probably do you some good to get out of the house and hang out with someone new. It's helped me a lot." Maka put her face back into her text book, hoping Soul would drop it at that.

"Thanks. I didn't think you'd take it so well. I really appreciate it." He sounded genuinely happy, patting her back before going back to talking to Black Star. He was happy? He actually wanted to do this stupid date? Boys were so...Maka shook her head, forcing her thoughts back to the text in hand.

After school, they parted ways. Maka had left with Kim and Jackie and once out of the boys' sight flew to the arcade. Soul and Black Star went the more direct route along the road, too distracted to notice the girls and their speedy exit.

"You're not planning on sticking around for the whole date, are you?" He glanced at Black Star as they walked.

"Nope. I'm just going to stick around to watch you stand there and get stood up. Or maybe he'll just come out and confess his manhood to you. Who knows, he might still wanna go through with the date with you." Black Star only laughed, even when Soul punched his shoulder.

"Some great friend you are. I wonder if Kid needs a new best friend."

"Kid's got four best friends." Black Star held his hands out cupping imaginary boobs and Soul couldn't help but to laugh. "And you've just got me. It's not like Maka's got anything."

"Even if she did, they wouldn't be my friends, they'd be that Greg guy's."

Moving in front of Soul, Black Star walked backwards, one hand on his chin, the other on his bent elbow in thought. "Ain't it strange we've never seen him? Think she's really seeing a girl and she's too embarrassed to just come out with it?"

Soul raised an eyebrow. "You've been thinking about homosexuals a lot. Is there something you wanna tell me?" Black Star decided to be merciful and ignore his last statement, choosing to move next to him and wrap his arm around Soul's shoulder.

"No, I mean think about it. Doesn't it kinda seem like she's hiding something? Besides, we all know Maka hates men and you're the only guy she really trusts, so if she's not with you, then she's not with any guy."

"That doesn't make any sense." Soul shook his head. "You're guessing that there's no guy out there that's better than me."

He let Soul go. "Better for Maka than you? There isn't." Soul stared at Black Star and his friend patted Soul's shoulder. "I don't know a guy more willing to put up, pick up and stick up for anyone as pushy, aggressive and strangely girly in a non-girly way as Maka. If she is with some guy, it's not gunna last cuz that jerk's not you. But if it's a chick, I think you're screwed."

Soul looked at the street, hands stuffed in his pockets. "If she's into girls, I never had a chance anyway. Besides, why the hell are we talking about this when I've got a date with a hot girl?"

"It's not going to be a girl, dude. You're going to be disappointed." Black Star pushed the door open and Soul stepped inside and froze.

There. There waiting on the dance platform was a girl watching the high score board, twirling her red-brown braided hair around her finger. He turned to Black Star who had stopped to stare as well.

She was petite but had proportional curves in all the right places. She wore a yellow tank top who's end disappeared under a blue short sleeved half jacket that was mostly unzipped and stopped before her ribs did. Her freckled midsection was flawless, leading into hips that were hugged by a blue skirt. The loose slightly ruffled and flowy fabric would be perfect for dancing. Soul could practically imagine it swishing around those thighs which were modestly hidden by black spandex shorts that stopped half way to her knees. Her calves were hidden under yellow and black stripped knee highs and her feet appropriately tucked into sneakers in yellow and white.

Finally blinking Soul grabbed Black Star's arm, pulling him closer to whisper loudly "I told you she'd be a she!"

"You dunno if that's her until you ask her her name." He shoved Soul forwards, perhaps a little too hard because Soul ended up stumbling forward, catching the edge of the Omnimix with his hand to keep from falling. His eyes followed again up her beautiful legs, along her smooth, speckled stomach till they reached her surprised face.

Maka's, or BPM's first reaction was to hit him for staring, but she soon realized he was staring. Not in that are-you-crazy way that she was used to, but in a way she had seen boys stare at other girls. Never, never had she thought she'd ever receive that kind of look, much less from Soul. It was strange. It was nice.

"Er, Sorry." Soul quickly stood up right, trying his best to play off his embarrassment and nervousness. "I tripped over something small back there." With a tiny glance over his shoulder, Soul caught sight of Black Star shaking his fist at him for the comment.

"It's fine." She swallowed quickly. "Are you Soul?" Of course he was, it was so strange to ask! But this was a part to act. Just one more line closer to running out of there. She watched him scratch his head, the embarrassment in his expression bleeding into his tone.

"Yea, but I'm nothing like that letter, I swear. My idiot friend-"

"I've seen your name on the score board." She put her finger on the screen but couldn't look away from him. He was nervous, she could feel it radiating off of him. Cool, laid back, uninterested, apathetic, unmovable, un-phaseable, lazy Soul could hardly hold still. And she had made him feel this way, simply from how she looked? There was no way he'd ever be like this around her as Maka, no way he'd look at her with those eyes like that. Studying her, appreciating her appearance, noticing her physically. It almost felt powerful to be in this sort of position.

Relief spread over Soul when she mentioned the Omnimix. "Yea, but I don't own as many songs as you." He smiled, stepping onto the platform.

He had admitted her dominance of something without sarcasm or boredom? She could hardly believe her ears. She had to say something or risk seeming strange. "They're just beginner and light songs. It's not much to brag about."

"It's still impressive."

Impressive? She couldn't help a smile and his grew at the sight of it. It looked so good on him. When had been the last time she had seen Soul smile that brightly? Warmth spread over her, turning into color that stained her freckled cheeks pink.

"What should I call you?" His words brought her thoughts back around to the situation at hand.

"Oh, well, actually..." When that smile of his began to fade, the words Maka had planned on saying disappeared in her mouth. How could she just leave now? He'd mope for days and anything she'd say would be brushed off since she was still engaged in a fictional relationship of her own.

Besides, as BPM who knows what kind of stuff she could learn? She could find out what he thought of Maka, and what he truly thought about their partnership. She could play DDR and not worry about hiding it from anyone, she might even get to flirt with a few guys and feel really really attractive, maybe even sexy. Most importantly she might be able to use a break from being Maka. Maka was boring and plain and BPM was anything but. It would be educational either way and if things got out of hand, BPM could always just disappear.

"I'm BPM, but you can call me Bee for short."

"It's cool to meet you, Bee." Soul offered her his hand to shake. This was it. It'd be official and there'd be no going back. Maka, Bee swallowed and shook his hand.

"It's cool to meet you too, Soul."

Ok, calm down, Soul. Yea, she was a girl and not just any girl but a cute one that obviously loved the same game he did. Who knows what kind of music she was into or-wait he was staring again. Soul quickly looked to the machine's screen before pulling out a fist full of quarters from his pocket.

"So, are you up for a round?" That was a stupid question, of course she was. She was dressed very nicely to play, she waited for him here on the machine, of course she wanted to play. Stupid, stupid stupid, how uncool!

"I don't usually play with other people around, but sure." Her voice was so nice, real sweet. Soul glanced back at her and when he saw an encouraging grin on her face, he let out a slow exhale and fed the machine the two dollars for two player.

He couldn't believe he was about to play a round of DDR, on a date, with a pretty girl who wasn't even part of Shibusen.

She couldn't believe she was about to play a round of DDR, out in the open where anyone could see her mess up or succeed, next to Soul.

"Ladies pick first." He moved from the selection arrows and Bee scrolled through, stopping at a medium paced song with an up beat tone.

"I do, I do, I do." She smiled, glancing at him.

"A-alight." Soul was familiar with this song. Not that it was hard by any means, but the beginners that would normally play before he and Black Star would get their turn would play it, so he knew the words. No, it didn't, couldn't mean anything. She must have picked it because she liked those sorts of songs. She probably liked Butterfly and Golden Sky as well. There wasn't anything to it. But still, as the happy intro started and Soul got ready with the heavy set of arrows about to begin on his side and the light set on her's. It made his soul a little antsy...

"Oh the days when we just played, back in school just me and you. But I can't forget you now. What am I supposed to do?"

Bee paid no mind to the lyrics. She hardly heard the words. While Soul was busy trying to maybe impress her with his smooth moves, she was busy trying not to miss one perfect. Her concentration drowned out even the melody. All there was was the count, the bpms and the predictable patterns the arrows would make. Her combos were guides, her points the road. There was no music, and therefor no dancing in her play.

"We can be more than friends. Do you know I'm here for you? 'Cuz you're so easy to love, when you smile the sky turns blue!"

Soul glanced over to watch Bee stomp the arrows with jerky motions, and rather than surprise him, it kinda broke his heart a little. This was such a nice, easy, catchy song. How could someone make it so mechanical? Was she missing the point?

"I do, I do, I do, do I do love you and do you, do you, do you do you love me too?"

Once the song ended, Soul turned to her. "Did you have fun?"

"Yep." She smiled up at him.

"Really? It didn't look like you were having fun."

"It's not cool to make fun of beginners." Bee crossed her arms and turned around, wondering if maybe she was acting a bit too much like herself, but before she could think about it too much, he gently put a hand on her shoulder.

"No, I mean your expression. Your brow was furrowed and you had a frown on. Did you not really like the song?"

The song? Their scores timed out and the screen went back to the song selection wheel and replayed the sample of it. If it hadn't she might have used the wrong adjective. "Of course I liked it. It's cute."

"Would you mind if I watched you play a song?" He leaned against the red bar and Bee's cheeks flushed red.

"Watch? Why would you just want to watch?" This was a mistake! Such a big mistake, he was seeing right through her! Maka, Bee looked around as if to figure out the best exit to head for.

"Well, I play a lot and maybe if I watch you play I could help give you pointers to getting to the standard level songs."

Oh Standard. Her heart fluttered at the idea of putting her name on one of those pink colored songs. They were the next level of difficulty and held mysteries such as triplet sets, off beat steps and the treacherous jump-step songs that would relentlessly go from jumps, to a step, into jumps on and on. It sounded simple, but it hurt in no time if you weren't ready.

If he could maybe come up with a hint or two then it would be worth it, even though the idea of Soul watching her play was unnerving. Mostly because her thoughts floated back to the first time she had seen him dance. Wait, had he just danced like that next to her and she had no idea because she was so wrapped up in her perfect score?

"Fine, but only if I get to watch you play a song on your own." After all, it would be safe to watch. She was Bee, not Maka. There would be no harm done.

"Deal." He nodded.

Bee chose There You'll Be. It was faster paced and one she had passed recently. Again Soul fidgeted just a bit at the song choice. Was she picking them on purpose?

"In my dreams I'll always see you soar above the sky. In my arms there'll always be a place for you for all my life. There you'll be."

He watched her dance, if you could call it dancing, and again that expression of determination spread over her face. He had just met Bee, but the songs she was picking still...oh. These were songs about people who had been together for a while who cared for one another. And that painfully determined expression on her face... Somehow he was finding Maka in the places that were as far removed from her as possible. Song lyrics, a dancer who was kind enough to spend an afternoon with him...

"When I think back on these times and the dreams we left behind, I'll be glad because I was blessed to get to have you in my life. When I look back on these days, I'll look and see your face. You were right there for me."

But why? Why was he thinking of Maka at a time like this? It wasn't as though he was cheating on her, they were never in a relationship to begin with. She was probably off with that Greg guy doing who knows what, god knows where! This was stupid. Stupid Black Star and his stupid talk before they got here. What the hell was his deal anyway? It wasn't as though Maka liked him, hell she barely even talked to him anymore. He had to schedule meals with her now. She didn't, wouldn't, couldn't and would never be interested because damn it, if it would happen it'd have happened by now! She'd moved on, he should to.

"In my dreams I'll always see you soar above the sky. In my arms there'll always be a place for you for all my life. I'll keep a part of you with me, and everywhere I am, there you'll be. And everywhere I am, there you'll be."

Had Soul wanted it have happened though? Had he wanted Maka to like him? He was left with that question when the song ended and Bee looked over at him.

"So how did I do?"

Soul shook his head. He was super lucky to be here with this girl. He wasn't about to blow it thinking about stuff that didn't matter. Whether he had wanted it or not, the fact remained it would never happen. That decided he managed a small grin for his current date.

"You did ok."

"I got a Double A! I think that's more than ok." She pointed to the screen but Soul still didn't look convinced.

"Here, maybe if you watch me you'll see." He scrolled through the songs on the screen. Now, he could pick a song to go with the theme, but Soul decided to stop dwelling on it. It was time to sway with a more up beat song. Kind Lady, but on Standard.

"Wait, you accidentally put it on the wrong difficulty." She moved to try to move the cursor back for him but Soul waved his hand.

"No, I did that on purpose. It's easier to dance if you have less arrows to hit."

Dance? Oh he meant dance, as in with the music...as in how he had danced that first time. Bee stepped from the platform to get a better look and Soul stretched, a little of his side showing as the fabric shifted upwards. The song started, a funky melody that he had already began to bob his head to before the arrows even graced the screen. Bee tried to prepare herself.

"Looking for love, he knew that his heart was healing. He'd been hurt too much to try again. But when she caught his eye, ain't no man could fight the feeling. He knew he had to try to let love in."

Even though Soul had on a few more layers than last time, the effect was just as strong. Bee felt her face heat up as she watched the sway of his hips. She couldn't help but to notice the way his shoulders would dip, his body would turn. The arrows were easy, he was even missing one or two. To Soul the score didn't matter. It was about the music. It was always about the music.

A strange question rose in her mind. If she was watching a monkey like Black Star dance to this song, would it feel like this? Would it make her cheeks hot, her pulse pick up? No, certainly not. So what did that mean? No...her mouth suddenly went dry. Could she possibly be...attracted to Soul physically? The question brought a hand to her chest to rest over her pounding heart.

It wasn't that she had a thing for his lazy eyes or his sharp teeth or thick mane of white fluff. She'd never have given DDR any attention, or cared about going to all these lengths if it was about how he looked holding still. If it hadn't been that initial shock that day in the arcade, Maka never would have noticed the machine. She'd never have been blackmailed, she'd never have played, she'd never be here. It was all the fault of his hips. It was the doing of his legs, his arms. So it came down to this truth: she was attracted to the way he moved. Utterly fascinated, captivated and well...

But! Once the song would end, he'd still be stupid, sloppy Soul. Right?

But what if this wasn't the arcade? What if it was some club? Would he dance the same...would they dance together? Close together in a crowd of people with no space between..Would he move like that in other places..in other ways? Maybe she'd understand music then.

"So did you figure out what you were doing wrong?" He asked and Bee blinked, her face red at her recent thoughts. He had stopped dancing, why was her heart still racing?

"Um, no, not really. I'm sorry, I was busy watching you dance, I wasn't paying attention to the screen." This was wrong on so many levels. What on earth had come over her? "I need to go to the bathroom." Before Soul could say anything, Bee made a b-line straight to the girls' restroom.

Once safe behind the door, Bee rested against the wall and took a few deep breaths, soothed by the coolness of the painted cinder block wall. "Get a hold of yourself, Maka."

Those thoughts had traveled to bad, bad places. Places as almost inappropriate as when he had pushed his chest forward and rolled the motion down his body. Just where the hell did he learn to move like that anyway? Feeling this way was wrong. It wasn't civilized, not right, not appropriate and really disturbing when applied to him. It wasn't like he was ugly or anything, but he was her partner, or like some weird older brother.

No, that wasn't truthful. He wasn't like a brother exactly, but somehow didn't seem to fit the simple label of friend either. With a sigh, she moved to the sink and cupped her hands under the water. If these thoughts kept up outside of the arcade, or worse, as Maka, there'd be no way to continue this. Bee would have to disappear. Maka would have to be careful not to put herself in situations where she might see him do that again.

But it had been nice. To watch. To feel that way, and even better to do it without the worry of repercussions. As Bee she could do anything and no have it hurt or endanger her partnership. Still, the uncontrolled, unrefined reacting frightened her to some degree. It was then that Kim slipped into the bathroom.

"Hey, how's it going?" Kim asked. Bee splashed water on her own face to help cool it and reached for a paper towel, dabbing it dry.

"I. It's weird."

Kim nodded and took a deep breath, reciting the speech she had practiced full of stuff she hadn't wanted to say, but knew was best. "Maka, I think you need to face what you're scared about and open up to Soul. He cares about you and would never hurt you. He's a good guy, right? So you shouldn't be scared."

Bee couldn't help her frightened expression, gripping the side of the sink a bit. "Why in the world are you saying this?"

Kim fidgeted, worried Maka might get mad at her and she had seen what happened to people Maka was mad at. "Well I was watching the date and I think, as your friend, I just needed to tell you that it's, you know, the best thing in the long run for your partnership with Soul. Once I stopped being scared and opened up, it helped my own relationship."

Had she been that obvious? Bee turned and looked back at the mirror. Of course she was obvious, obvious enough that Ox had noticed that first day and went to the trouble of filming her. It was true that her own reaction to what was seeping into her thoughts kind of unnerved her, but Maka hadn't thought of it as being afraid of him. Just afraid of her feelings. She shouldn't be scared of Soul, he'd never do anything bad to a girl that might show interest in him. And Kim said once she had opened up it had helped her relationship, she must be talking about her relationship with Ox, right?

There was nothing to be upset, nervous, or afraid of. This was normal and in the long run would help if she'd just open up more. Bee nodded and turned back to Kim. "Thanks. I think you're right."

"Yea?" That sure was easy. Kim sighed in relief. "That's great. I'm glad you decided to do the right thing." She had expected Maka to fuss or need time to think before considering telling the truth to Soul, like she had obviously meant in her speech. "Well good luck!" She gave her a quick hug before leaving.

"Man, she was so into you just now." Black Star shook Soul's shoulders. "You shoulda seen her staring at you, biting her lip in that 'I'm-thinking-dirty-nasty-things' kinda way! You've got her in the bag!"

"Are you serious? She just ran away." Soul motioned to the bathroom. "The back exit is that way. She's probably bailed or something. I think I might have come off like a know it all."

Black Star let him go to cross his arms and smirk. "You do spend a lot of time around the queen of know it alls, but no, I guarantee you, she's over there changing into a pair of dry undies! You so owe me for setting you up on this thing."

Soul sighed and scratched his head. "If she comes back, then yea. If she doesn't, then we'll call it even. You get to watch me go up in flames and I get to say I was right about her being a girl."

"Ok-hey! I was right, I'm always right!" Black Star jabbed Soul's shoulder. "Man I hope you have protection. I can think of a way for you to show your appreciation later!" That said he hopped from the platform, offered a quick thumbs up before leaving the arcade.

Maka tried her best not to notice Black Star's quick exit since Bee wouldn't know who he is, the lucky girl. She just offered a small pleasant smile. "Sorry about that."

"It's nothing." Soul smiled. "So, do you still wanna play?"

"You promised me tips, remember?"

"Right." Soul fed the machine just one dollar since he intended to just coach. "When I watched you dance last time, I noticed you really think about where you're going to step."

"Who doesn't think about where they're going to step?" It seemed a silly question. "I just learned not to return to middle after each step."

"Well, when you think about where to place the next foot, it takes longer to react. You have to just turn off your brain and just move."

Bee just stared at him at that. No wonder Soul and Black Star excelled at something like this. If anyone could turn off their brains, it was them. "I can't just turn off my brain."

"Sure you can." Soul grinned, choosing a simple song: Golden Sky, setting it on the Light difficulty. "You just have to trust the music."

The music? She couldn't remember a time ever when she had played and paid any mind to the music. It was distracting. He was distracting and now there wasn't much of an escape. The song was already beginning. Her name appeared at the bottom as the current high score holder and then left, leaving her alone with a score to live up to.

"Welcome to the wonderland, a place for you and me. If you treat me right then maybe you will have a key. This world is very special and I'll show it just for you. All you have to say is 'Yes, I do'"

The arrows were still few and far between on this low difficulty, but they seemed so hard to grab when she was forced to think about the music. That's when he began to count out the time for her. His voice over the asian-influenced and overly cutsey music helped somehow. 'Soul's a good guy. You should trust him.'

By the end of the song, Bee feared the worst. She had awkwardly missed so many steps trying to 'turn her brain off.' It was simply something she couldn't do! If she could Maka knew she'd be in half the troubles she found herself in. The screen showed a pathetic D and she covered her face in embarrassment.

"That wasn't so bad." He chuckled, hand on her shoulder. He hadn't laughed? He hadn't picked at it, not a single bad thing to say?

"Not that bad? I almost failed." The words tasted awful in her mouth.

"It's hard the first time you try something new."

She stared up at him with wide eyes, seeing clearly his genuine encouraging smile that matched his sweet words. Wait, no he was being really nice to her because she was a new cute girl. Bee quickly looked back to the screen. "So, what should I do to help me turn off my brain?"

"I think that might have been a hard concept to start out with. When you start getting into the triple sets in Standard, you're going to need to be able to move around the platform more. Don't be scared to turn your body. You don't always need to have your chest facing the machine."

"So, I should just pick a song then?" She was starting to get frustrated. Not being able to do something, or improve quickly bothered the hell outta Maka and his descriptions were so vague! Before he could answer, she just picked a new song. Only You, on Light of course.

"Only you can make me feel so true. Whatever ever I can do, it's because of you. Only you, can make me feel so true. I'll never ever be so blue as long as I have you!"

As the song began, Soul slipped in the narrow space between Bee and the red bar at the back end of the platform. It would be impossible to explain to her, and demonstrating wouldn't work as well as this. He just prayed she wouldn't get mad. Gently, Soul put his hands on her hips gently guiding them to turn or move to any direction other than center.

Bee had gasped slightly when she had felt his hands on her hips, his thumbs brushing against the skin above the hem of her skirt. She had at once wanted to yell, but the shock stole the words from her throat. After the initial surprise, it was a little nice. One less thing to have to worry about, and soon Maka found herself trusting his guidance and ended up forgetting about the movement of her body over the pad all together. There were the arrows, the firm, reassuring presence of his hands and the soft counting he kept doing and somehow, somewhere the beat of the bass drum had snuck in.

The song was far too short and when it ended, she honestly didn't care too much about the letter grade. It had been fun! Just the actual playing was fun, when before it had been a means to getting to the thrill of the grade. Without thinking, she turned her head to look over her shoulder. It had been easy to forget how close Soul had to stand in order to help and she found her face less than an inch from his.

"I..." She had began, but those radiant red eyes...his hands still resting there on her hips, partly on cloth, partly on skin. A fog had settled over her thoughts and for the first time, Maka's brain truly turned off. With half lidded eyes, she had begun to close the space between his slightly parted lips and her's.

"Your moves are AMAZING!" The machine screamed, ruining the moment and causing him to let her go and turn his face to the screen.

"See? You got a B this time." Soul moved back over to his side of the platform and stuffed his hands into his pockets, trying his best to look cool. She had almost kissed him! This cute girl who didn't yell at him, or hit him when he touched her. One who didn't bail on him when she could have, one who didn't mind his suggestions. He felt good, he felt cool and looking at her, he was feeling hopeful she was feeling the same.

"Yea, I guess I did." What on earth had happened just a second ago? Did she almost...? Bee could hardly think as she listened to the clicking of the song selection wheel, unable to get her heart to calm down. Absentmindedly, she just picked a song. My Summer Love, on Light.

Soul elected to stay on his side of the platform this time. "Just try to do everything we just talked about."

The tropical themed song began and Maka tried to recall just what they had talked about. Moving.. oh yea. Hips. Her hips, his hands. His eyes..his lips.

"Bee?" His voiced pulled her out of her trance and she found herself with only half a song bar left. She had missed the first few arrows!

"Started as boys and girls one day making moves. He spoke and then we knew something very new. Sodas to tropical juice, I knew it was true. Tonight the perfect moon will shine on."

She didn't do bad. Unable to even slow her thoughts, Maka couldn't dream of achieving that brain turned off moment he had mentioned while dancing, but at least she was able to move a bit more freely over the platform. It was almost as I she could still feel his hands placed so strongly on her hips. In the end she earned a C, but still smiled especially when he had clapped for her.

"That was great. You moved a lot more and it looked a bit more natural. Did you have more fun?"

"Yea, actually." She blushed a bit. He had been right and for some reason it had been easy to admit it in this current circumstance.

"Do you wanna keep playing, or do you want to catch something to eat before the movie?"

Oh yea, the letter had mentioned a movie, didn't it? And in all her anxiousness, Maka hadn't been hungry during her lunch period, but now she was famished.

Happily, she hopped off the platform. "Let's go eat!"

The meal they shared was nothing at all like the quiet, awkward meals they had scheduled with one another as Soul and Maka. The conversation was bright with laughter and anecdotes about Dance Dance Revolution. They shared what they liked about it, what they had trouble with and Bee listened eagerly as he talked about pivots and happily complained about green hold arrows. There was laughter and good food. It was...amazing.

And in a lot of ways it was like she was rediscovering Soul all over, through the eyes of someone else. He was pretty funny, sometimes without trying, goofy, dorky and weird when he had something insightful to say. Until finally, the obvious questions started.

"So, you go to the general high school, right?" He asked over his plate of coconut shrimp.

"Yea, Death City General High." She nodded quickly before taking a sip of her soda.

"Do you know a guy named Greg Myers?" Bee's hand froze at that, the glass almost back on the table.

"Yea, he's in my class. Why?"

"My..." Soul searched for the right words to describe Maka with, without having to talk too much about Shibusen. This was their first date, after all, he didn't want to get to the complicated stuff. "My friend dates him and I was just wondering if he's a cool guy."

Soul was that worried about her? Bee gave him a small smile and placed her glass on the table. "He's nice. I've heard a lot of good things about her. He's smart and real sweet." her eyes drifted to the reflection of his relieved face in her soda.


"What is your friend like?" It would be a natural question to ask, and honestly, she was dying to hear him say something horribly honest about her real self.

Soul took a moment to choose his words again, looking up at the blue light fixture over their booth. "Maka is, well, she's a handful."

"A handful?" She blurted out before biting her lip.

"Yea, I mean. It's complicated." Soul felt this was going in the wrong direction. The last thing he'd want is for Bee to get the wrong idea. "I don't like her or anything. We're just friends. I don't think we'd ever really match up like that." He chuckled nervously. When Bee flinched at his words, he leaned forward and touched her hand. "I promise, I'm not the type of guy that would lead someone on or two-time."

She looked at his hand, and then to his face, feeling like someone had punched her in the stomach. "You don't like her at all?"

"No. We're friends, that's all, I promise. We're roommates too, but I hardly see her anymore. She's always with Greg." For a second, she could have sworn she caught sight of loneliness or perhaps sadness in his eyes. Whatever it had been, it disappeared to affection as he focused back onto her freckled face. "I'd really like to get to know more about you."

"I like to keep a bit of mystery." Bee took her hand from his to rest it on her lap. "What movie are we going to see?"

It was a question they hadn't been able to answer, even when the two of them stood in front of the movie theater. The marquee outside showed the typical horror, the typical sappy romantic comedy, the typical action movie. But the two of them had met over music, so it was only right to pick the musical remake. Soul stepped up the ticket box office and asked for two tickets to see Chicago.

It helped a great deal that he really loved this musical. It was all about jazz, filled with cool suits, dark, smokey rooms and amazing piano work. It held a good amount of humor, a little bit of sexiness and lots of action. Bee, however had no idea what she was getting into.

They found a spot together in the middle of the theater with only drinks in hand since they had just had dinner. It was dark and for a few quick moments Maka relaxed within herself. Soon she'd have a movie to watch and she could take her mind off of Soul and everything. As soon as the film started though, that idea went right out the window.

Maka had listened to this type of music before and while alright, it was different here. It oozed sexuality in the opening number All That Jazz. Between the frantic making out between Fred and Roxie, and the last musical number of Velma, the garters, the dancing, it made her shift in her seat. It was so so him.

It was a film about the desire for fame and attention. It was about getting away with murder and about America in the 1920's and Maka could appreciate the plot. She could take it apart intellectually and that helped to truly bridge the gap into listening and truly hearing the music as told in context of the story. If it had been any other musical though, it wouldn't have meant quite so much. He was sharing some of himself with Bee without even saying anything. Soul hadn't needed to rattle off his past, he didn't need to go into detail about anything. His movie-lit expressions said everything. His attention was glued on the screen, soda left undisturbed since it had started. She did her best to just pay attention to the movie.

She had almost lost herself into the movie again when she heard him softly humming along to the song Mr. Cellophane, as if he knew and loved this one song in particular.

"Cellophane, Mister Cellophane shoulda been my name. Mister Cellophane 'cause you can look right through me, walk right by me and never know I'm there."

After the movie, the melody of that one song stuck with her, despite all the other amazing pieces in the show. It had been such a sad, moving song. It wasn't until the humid night air hit her the Bee remembered what was going on.

"Tonight's been awesome." Soul smiled at her. "I can't thank you enough for coming out when you really didn't have to."

"No, I'm glad I did." She smiled back. It was the truth. The idea that this would be educational had been sorely underestimated. Maka would need months to sort through all the revelations from tonight.

"Do you wanna do this again sometime?"

Again? She should say no, she really really should. But...if she told him no, that happy expression would fade away. She had had so much fun and for the first time had actually connected to music in new ways. It would be too soon to pull the plug.

"Sure. How about this weekend at six?"

"Sounds great. I'll meet you at the arcade?"

"Yea. That'll work." Bee nodded.

"Cool. How about I walk you home?"

Home? Oh, no. "Ah no, that's ok. Remember that mystery thing I mentioned before? It'd be ruined if I let you see where I live."

"Ah ok." He seemed just a tiny bit disappointed but quickly shook it off. "It was great meeting you, Bee."

Maka swallowed and did her best to smile through the words "It was nice to meet you too, Soul." A quiet awkwardness filled in after that. This was when they were supposed to kiss goodnight, right? Was that supposed to happen on the first date? Maka wasn't sure, it wasn't as though she had much prior experience.

Since Bee hadn't been upset when he had guided her hips during DDR, or seemed to mind the few times he had made contact, Soul decided to take a chance and leaned in kissing her on the cheek. It was just a quick, innocent peck. "Goodnight."

Bee raised a hand to touch her cheek which was now blushed a deep red. "Y-yea. Goodnight." She stood there, even when he backed up, still smiling at her and then slipped into the crowd going home from the theater. Soul had kissed her. Kissed.

Soul couldn't help but to whistle as he walked home. The night had been flawless! He even had a second date lined up. She was smart and pretty and loved music and nice and laid back and just. Perfect. What more could he ask for? The apartment was empty and dark, of course, and for once it didn't bother him at all. Soul put up his jacket and plopped down on the couch, stretching over it, basking in the feeling of victory. He was utterly reaffirmed in all his coolness.

It was maybe half an hour later when Maka came in, blond pigtails and Spartoi uniform. She paused at the door when she saw him laying there on the couch. "Shouldn't you be in bed?"

"Wouldn't be able to sleep if I tried." He had the biggest smile on his face. It took everything in her to look annoyed.

"So I take it your date went well?"

"It was perfect. I think I'm in love."

Love? He had said it so simply, so easily it still made Maka's heart stutter. It wasn't that anyone could possibly fall in love after just one date, he was just throwing the word around. And. Even if he was, it wasn't like he loved Maka. He loved Bee and the two were as different from one another as night and day.

Maka locked the door, using that sobering truth to fuel her dry tone. "Don't stay up too late, we've got school tomorrow."

Once in her room, Maka locked her door and began to get ready for bed. She pulled the blue and yellow panties from her pocket and frowned at them. This had been a mistake. She took them to her desk and pulled out a pair of scissors, moving the fabric between the blades. In her gut, Maka felt anger begging her to snip the enchanted panties into scrap. When she realized that it was actually jealousy, she put the scissors down on the desk.

She was jealous of Bee. For her body. For the goofy love sick and utterly satisfied expression on Soul's face. Maka raised a hand to her cheek. Had his lips even touched her, or was it stopped by the disgusting layer of magic that had hidden her true self away? And if she was jealous of those things, did it mean she liked Soul? Had she wanted him to kiss her, lips to her real cheek?

Things were so complicated. Maka held her head. He wouldn't have felt that way, he wouldn't have done those things, or said all those nice words if she had been her. He probably wouldn't even dance that way if he knew she had been watching. Soul had said so himself, he didn't like Maka at all in that way. And why would he when he had someone like Bee? She wanted to tear the panties to bits and let Bee die away into the night. But the truth remained. If she ever wanted to feel that way, to see him look at her that way, to hear him speak to her that way, kiss her that way, Bee would have to stay.

Even with the lights off and under the covers, Maka could hardly sleep. She heard him walk down the hallway towards his own bedroom, whistling Mr Cellophane And he had somehow twisted the once sad melody into something so light. It just brought the stark sad memory into sharpness in her mind, and for the first time she trully felt the melody and lyrics together touch her soul. In the lonely darkness of her room, Maka curled up in a ball under her sheets and wrapped her arms around her narrow chest.

Softly, she whispered before falling asleep "You can look right through, walk right by me, and never know I'm there..."

...End of Round One

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