Disclaimer: I do not own Soul Eater nor the instrumental Fear is the Mind Killer by Brain Tyler.

Fear is a Mind Killer
by. Poisoned Scarlet

The world was a writhing cesspool of the supernatural, that's how Soul saw it.

Diabolical forces that were summoned by a witches malicious nature; creatures that often, mysteriously, rose on their own accord and roamed the land with deadly intentions; demons that devoured human souls whole, manipulated them into carrying out their evil deeds. They lurked in the darkest of towns, in the blackest of nights, and corrupted human souls at an incomprehensible rate.

They were the scum of the earth.

And it was his job to eliminate them with the aid of his Meister.

The Academy took great pains to train and refine their students to combat those sinister forces so they may not consume the fragile life that constantly hung in the balance. The curriculum of Shibusen was rigorous and thorough, physical and mental training both worked on feverishly to assure no weakness within their students, and it was this dedication that often titled them as a force to be reckoned with.

But Shibusen didn't teach how to handle these type of situations; what a weapon should do should their meister be the fragile life that hung in the balance.

Doppelgänger.

"It's me, Soul!"

A mirror image.

"No! Don't listen to her, Soul! I'm the real Maka!"

Nearly impossible to distinguish from the original copy; the closest thing to a replica of oneself.

"Soul!"

A Doppelgänger is considered to be one of the most dangerous creatures alive for their ability to resemble the person they're imitating down to their finest point; at times, also able to absorb their entirety and become them themselves.

"SOUL EATER!" Maka shouted, shooting a nasty look at her double, who shot her the exact same look. "It's me – I'm Maka! Get rid of her!"

"No! I'm the real Maka!" The second Maka defied, rather shrill. "Get rid of her!"

Soul took an uneasy step back.

In the back of his mind, the demon laughed uproariously, but presently he could only stare dumbly at the exact copy of his meister – or could that be the real Maka? – as they both strove to convince him they were the real Maka Albarn.

"Soul, please, it's me!" Maka pleaded.

"Don't listen to her – she's lying!" The second Maka shouted, also pleading. "I'm the real Maka!"

Shibusen didn't teach what to do in these sorts of situations. Doppelgänger's were extremely rare as it was, and the probabilities of encountering one were slim to none. They had barely touched over the concept of a Doppelgänger as well. The only thing Soul knew about them was their ability to morph into a person of their choosing, down to the very last detail.

Slaying a Doppelgänger was extremely difficult because of this although they lacked any other offensive abilities. Of course, for the weak of mind, for those who couldn't distinguish something real from something fake, Doppelgänger's hardly had a reason to fight back, Soul reasoned bitterly, as he glanced between the two Maka's.

They bore eerie resemblance to one another; as if Maka were standing in front of a mirror.

He could spot nothing that would give away who his real meister was.

Fucking fantastic! Soul thought, surly.

"Soul!" One of them shouted. "What're you standing around for? Come here so we can slay it!"

"No – don't! It's a trap! Come to me!" The other Maka quickly added.

"Don't listen to her!"

"Soul, you know I'm Maka! Hurry up already – !"

"Shut up! You're not me!"

"No, you shut up!"

"How about you both shut up?" Soul snapped, fed up with their bickering.

One glared and the other scowled, but they both shouted: "NO!"

He was caught in the middle, he realized wearily, being juggled between them; unable to escape the cycle without the loom of what one mistake could cost him. There was no way he would be able to simply gauge for a reaction from either Maka because their reactions were identical; their voices the same pitch; their eyes the same shade of green when terrified; their hands both tightened into fists, as usual when Maka was unable to vent her frustrations.

His arm shifted into a scythe.

He had to think of something and fast...

Both Maka's stiffened.

The sickle moon hung overhead, as if watching their struggle, with that wide grin stretching its cracked lips. Blood seeped between its gums, caking its chin; its yellowed teeth. Soul thought more would spill once he made a decision.

"Who burned dinner last night?" Soul asked suddenly, looking at each one sharply.

There would be one response: he was using all the knowledge he had obtained over the past few years with his meister to estimate how she would reply to such a statement. If he knew his meister well enough (which he did), then he would be able to identify who the Doppelgänger was and kill it, because there was no way a Doppelgänger would be able to shift its expression to match the real Maka's expression that fast, right?

"You did!" One shouted. "You left the stove on again and fell asleep watching some tv show!"

"What - ?" Another sputtered, furiously. "You idiot! How could you be thinking about that at a time like this!"

He froze, befuddled.

His plan backfired.

They were both responses Maka would reply with.

Dread swept through him, heavy and sickening, and his blade began to shake as he looked between the two girls again. Throat tight, he stepped forward until he was at an acceptable distance from the two, both of them gazing at him with that same apprehensive expression; with emerald eyes a shade darker, cautious.

Shibusen never taught how to handle situations like this.

Soul swallowed.

But, then again, he had never paid much attention in class.

"Soul... it's me, I'm the real Maka." The one on the right spoke up. She offered a weak smile. Soul stared. "We were both watching tv yesterday, remember?"

Soul continued to stare, eyes hard.

"No! Wait, Soul, don't, she's lying!" The second Maka shouted, alarmed. His eyes lingered on this second Maka. "She's generalizing! Read into the sentence – !"

"No, I'm not!" The first Maka locked eyes with him again. He could detect no difference between this Maka's eyes and the other Maka's eyes. That block of lead in his gut became heavier just as his confidence took a dive. "Soul, please... you know it's me." She dipped her voice. "You know."

And suddenly, he did.

"Maka..." Soul took a deep breath, turning his scythe toward the girl on the left, whose emerald eyes widened with fear just as the girl on the right smiled.

Soul took one step, then another and another until he stood beside the first Maka.

"N-no way..." The second Maka choked, her eyes welling with tears. "Soul...?"

"Good! Now, transform so we can kill it!" The first one commanded, holding her hand out haughtily. But nothing happened: he stood silently beside her. "Soul—?" She was choked off when the scythe impaled into her gut, ripping through to the other side.

"You're the fake." Soul coldly stated, and jerked his scythe upward.

He didn't look at her: he resolutely stared toward the sky, to a dot of light that was a star.

Blood ran hotly down his arm.

Maka stared wide-eyed at the pavement.

She coughed, and Soul instinctively looked down at her.

He held back a retch at the blood that gurgled out of her mouth, his lungs paralyzed with fear at the image of her demise.

"S..oul..." She gasped.

"Maka?" He rasped, horror seizing him at the thought of miscalculating, when suddenly a shrieking scream rang through the night and the body caught in the razor of his scythe shifted and morphed; unable to decide upon what form to take, the longer he held the creature in place.

"MAKA!" Soul shouted, reaching for his real meister desperately.

"Now!" Her hand grabbed his and he transformed, watching as his meister roared and sliced through the creature. Blood rained, the Doppelgänger dissolving not into a glowing red soul but into a strange mass upon the floor; like clay although it retained a goo-appearance.

"We did it!" Maka laughed, breathlessly. Soul transformed beside her, landing on his haunches wordlessly. "We did it, Soul, we actually slayed a Doppelgänger! Do you know how hard it is to slay one? I heard only Three-Star Meister's and above are able to – !" She steadied herself by grabbing onto his jacket when he crushed her to his chest. She finally heard his ragged breathing, the intense pound of his heart as he buried his nose in her hair.

"S-Soul?"

"I thought I made a mistake." His voice was tremulous, Maka realized with surprise. "When it didn't transform back.. I thought I killed..."

Understanding, she returned his embrace, rubbing comforting circles into his back as he struggled to compose himself. "But you didn't." Maka soothed. "You knew it wasn't me."

"I wasn't sure." Soul answered, honestly. He closed his eyes, pressing his lips against her hair as his heart settled. "I was watching TV yesterday, but I turned it off and went to my room to listen to music... I wasn't sure if..."

"It's okay, Soul." Maka looked at him, smiling compassionately. He ached at the thought of nearly being the one to obliterate that sweet smile. "You relied on your logic and figured out who the real me was, that's nothing to regret."

"But it was flawed!" Soul moaned, shaking his head. "My logic was flawed – I could have killed you, Maka, don't you understand – ?"

"But you didn't." Maka interrupted. She used the heel of her palm to wipe away a splat of blood from his cheek. "I'm still here. You made the right choice."

He ground his teeth and hid his face from her, saying nothing. She felt his breath dampen the base of her neck as he struggled with his jumbled thoughts. She looked over his shoulder when she felt a familiar wavelength, catching the usual glint of Professor Stein's glasses as he came running to their aid; having heard of the dangerous complication in their mission and having been sent on an emergency call by Lord Death himself.

"Professor Stein is here..."

"About time," Soul snorted, looking up again. He kept out of her peripheral, drawing in a slow breath and blinking away the moisture that had embarrassingly accumulated in his eyes. Once he was sure he had composed himself again, he leaned off her and turned to face the professors relief apathetically.

"Maka! Soul..."

He darted his eyes way from the professors inquisitive ones, slipping his hands into his pockets in reply.

"I take it you handled the Doppelgänger yourselves?" Stein said without preamble.

"Mmhm!" Maka beamed. "Soul and I slayed it – its remains are over there!"

"Ah, yes, good." Stein replied, nodding. He headed toward the goo that sunk into the earth and Maka watched the professor scoop it up and drop it into what appeared to be a thermos. Surprisingly, although it seemed as if it were on the verge of spilling over his hand, it stayed together. "We haven't had a Doppelgänger case in over ten years. They're the rarest of creatures as they're quite troublesome to command. They often have their own agenda – whoever summoned this Doppelgänger obviously wasn't very well versed with the mechanics behind them."

"It's strange someone would summon one with so much insanity in the air, though." Maka wondered aloud. "That would only lower ones control over a Doppelgänger. They absorb insanity like sponges!"

"You're right." Stein replied, not entirely present. He was gazing distractedly into the thermos. His eyes hardened. "You two head back to Death City immediately – I will be in charge of searching for the witch who summoned this Doppelgänger from this point on. She should still be around here somewhere..."

"But I don't sense anything!" Maka protested. "I would have sensed something the instant I stepped into this town! Even if the witch had her Soul Protect on, I would have been able to grasp her wavelength if she was so close – !"

"Maka. Let's go." Soul interrupted her tirade.

"But – !"

"Now!" He snapped, ignoring the professors risen brow and his meister's affronted gawk. "You heard Stein: we're wanted back at Shibusen. There's no use for us here. This isn't our assignment anymore."

He didn't wait for her to agree: he stalked down the paved street silently, his eyes darting to the twisting shadows. He vaguely heard Maka say her goodbye's to the professor before he plunged deeper into the darkness of the street, tightening his clammy hands into fists.

He stopped.

The street lights were down...

He turned immediately, his eyes locking on his meister, who hurried to catch up to him. She looked annoyed before she stepped into the darkness and he lost sight of all detail. But his eyes raptly stayed on her coming frame, hyper-aware of anything that may reach out to take her from him.

His arm tingled as it gradually shifted into a scythe.

Something felt off.

"What is up with you? Professor Stein could have used our help!" Maka furiously began, once she was in ear-shot. "You're a Deathscythe! We're capable of taking on this assignment – we even defeated a Doppelgänger, for crying out loud! I think we could have taken on a witch – !"

"Maka, shut up." Soul simply said, grabbing her arm and pulling her to his side. "Don't move." Coldly, he swept his gaze across the expanse of the street. Ahead, he saw Stein disappear down the street. His eyes darted to the side when he caught movement and he pushed Maka behind him, turning to the source instantly.

When he saw nothing but pitch black, aware of the abnormal silence the air held, he looked at Maka and saw she, too, was staring apprehensively at the imposing black that seemed to slowly draw closer to them.

"Soul..." Maka whispered. He grabbed her hand reassuringly. "Do you feel that?"

"Yeah." He replied, gruffly. "Something's here." His eyes darted right again, then left.

"Professor Stein said not to stop." Maka told him in a small voice. "He said to keep going until we reach white light..."

"White light?"

"Shibusen operatives are here to tend to the witch threat. Apparently, summoning a Doppelgänger is a big deal because they could take the shape of nearly anything and sometimes retain that persons special abilities. Professor Stein didn't elaborate but he did say there were more forces acting upon this town, and that we shouldn't venture into the darkness... he said to reach the end of the street as quickly as possible."

"Quickly as possible, huh?" Soul muttered. Stein had known there was something lurking within this street. Annoyed, he wished the professor could be more direct about these sorts of things. "Guess we better get going then."

"Mm." Maka swallowed, her other hand holding onto his jacket. She felt the hairs on her neck stand; every single nerve in her body on fire. She gulped down her fear and stood straighter, concentrating her Soul Perception in order to trace the source of all this discomfort.

"C'mon." Soul nudged her. Maka opened her eyes, startled. "Before it decides we're a threat."

"But – !"

Soul pulled her down the street, keeping her as closely to him as possible. If he could carry her, he would, the sensation of impending danger was suffocating in its strength. Whatever was holing itself up within the black of the street was dangerous and it was watching them for any signs of threatening movement, from what Soul had deduced.

And Soul was not up for fighting against unknown entities, either.

He'd had enough excitement for one night.

"But, Soul, what if it's the witch?" Maka hissed, casting a nervous glance over her shoulder. This was such a creepy town; the impenetrable, abnormal, black that clogged the streets only enhanced its effect. Maka had never felt so cornered or helpless; the black was messing with her. "We have to warn Professor Stein! We should go back - !"

"Stein knows." Soul deflected her attempts at worming her way back into the assignment. He wouldn't have it; not today. He knew this was out of their league the instant the black began to mess with his head. "Whatever this is, it's not a witch, that's for damn sure." A witch's aura did not feel as this did. His past experience with witches didn't compare to whatever was holding its breath within the street.

Ahead, he saw the pool of yellow light from a functioning streetlight.

He walked faster.

"What if it's... another Doppelgänger?"

"Then we better run." Soul suddenly said, his instinct telling him to run and run now. The dark had thickened, as if sensing they would soon exit its domain. "Now!"

"Soul – !" Maka was getting tired of being cut off by her weapon but the instant Soul broke into a sprint, she felt something silky brush against the back of her knee. With a strangled scream, Maka took lead and nearly tripped in her panic to reach the yellowish glow of light.

"GO!" Soul shouted, when she slowed after reaching the light. "Don't stop – don't fucking stop, it's COMING!"

"It's still after us?" Maka paled. "But the light – !"

"Does that look white to you?" Soul snapped, pointing at the yellow glow. "RUN!"

But Maka just stared into the darkness. Her Soul Perception had flickered on in her panicked flight and now she stared at the distorted mass that floated toward them like a hazardous gas; reaching out for them, the dim light illuminating a gaseous black hand – !

"Damn it, Maka!" Soul snarled, picking her up and throwing her over his shoulder. He bolted down the street while Maka continued to stare at the black that steadily approached them, passing under the dim golden light like fog.

"Run faster!" Maka commanded. "It's catching up to us!"

"You try to run while carrying someone!" Soul snapped at her, although he did pick up his pace. "Is it – still – coming?"

"Yeah!" Maka squeaked when it advanced a whole three steps. Whenever they passed through darkness, it seemed to double in size, visible when the black mist trailed under the slowly dimming streetlamps that lined the sidewalk. "It's – it's really close now – AH – !" Maka recoiled when the black mist nearly touched Soul's shoe.

He roughly adjusted her in his arms and ran faster, his eyes locked on the gradually appearing white light from ahead.

They were stage lights, he realized, illuminating the town square a painful white; all lined in a row on the floor, shooting up into the sky. It almost hurt to look but Soul figured whatever this black mist was, it was a big deal if Death had sent out tons of Special Tactic Units.

"Hey! Something's coming!" He heard someone shout.

"It's a kid – it must be the Shibusen kids that were sent out here on the mission!" Another one informed, and Soul watched as others rushed toward them.

"Hurry up, Soul! Don't let that stuff touch you!" Someone familiar – Sid, Soul realized just as Maka did – commanded fiercely. "SPRINT!"

"Because sprinting – is so – fucking easy!" Soul growled and shut his eyes, his jagged teeth grinding into one another as he pushed himself forward. His lungs burned, his side stitched up, and his legs grew weaker before they filled with a rush of strength that lasted only until he reached the safety of the white lights.

Sid whistled shrilly, waving his hand to the others who were setting up more lights. "Hey! Point it ahead – it's coming!"

Quickly, men directed the stage lights down the street, illuminating it. Instantly, the mist dissolved, leaving nothing behind. It was as if nothing had ever been there before, although, beyond the reaches of the white light, the black hissed and coiled in itself resentfully.

"Soul!" Maka gasped, keeping him upright when he collapsed on his knees. He was breathing heavily, sweat coating his forehead. "Are you okay?"

"That's," Soul gasped in air, "the most," more air, "I've ever run," more air, "in my entire life!" He slumped spinelessly against her, panting loudly.

Maka rolled her eyes.

Sid approached them after ensuring none of the black mist would break their defenses. "I take it Stein is still out there?"

"Yeah, he is. Shouldn't we warn him about this? What if something happens to him?" Maka asked, concerned for her teacher. "He didn't have a weapon with him! Where's Marie-sensei?"

"She went ahead." Sid thumbed down the way they had just come from. "Stein should have met up with her by now. The witch is somewhere down by the city limits, and she's keeping everyone back using that black mist you two saw."

"What is it?" Maka asked, having never heard or seen of such a thing.

"Yeah, that shit chased us all the way over here!" Soul added, scowling. "What the hell is it? Poison gas or something?"

"Poison gas?" Maka scoffed. "Don't be stupid, Soul, we would've been dead by now!"

"What? I don't know what the hell it is! It could've been anything!" Soul defended.

"But poison gas? Really?"

Soul glared. "You got any better ideas, genius?"

"Yes, actually, I do." Maka crisply replied. "Considering how unnaturally the mist moved, and the fact that it manifested hands when it got close to us, I'm assuming it was another creature summoned by the witch."

"And you'd be correct, Maka." Sid affirmed. Maka looked at Soul smugly and he pulled on a pigtail in retaliation. Sid spoke again before Maka could smack Soul: "We're not exactly sure of its origins but we do know it's a phenomenon dubbed Demon Mist. Only high-level witches are capable of summoning it, and we've only had a few cases of this type of thing happen globally."

"Demon Mist..." Maka murmured, trying hard to remember why the name sounded so familiar to her.

"Somewhere in there," Sid continued, "a demon is controlling this mist."

"Demons? Great." Soul groaned.

"So if the demon is eliminated," Maka said, remembering she had read about this type of creature when she ventured into the Restricted Section in Shibusen Library, "then the mist will go away, right?"

"So kill the thing already!" Soul demanded. "What're you guys waiting for? Back up?" He added, sarcastically.

"It's not as easy as it sounds," Sid told Soul sternly. "Locating the demon is extremely difficult, especially during nightfall, when it's at its full-potential, and killing it is a whole different deal. It can't be eliminated by normal Demon Weapons."

"I can probably locate it using my Soul Perception," Maka offered. Soul looked at her, grim-faced but determined not to allow her to venture into that oppressive darkness again. "And, Soul's a Deathscythe, he should be able to eliminate the demon without a problem!"

"Impossible." Sid shook his head before Soul could speak. "The Demon Mist would cloud your Soul Perception instantly. It's one of the reasons these types of summonings are troublesome – high-level demons such as these are harder to take down, and it takes special training in order to do so without causing other unsightly effects. This is unlike anything you have ever encountered before, Maka, even if Soul is officially a Deathscythe. You don't have the proper training for it yet."

"So drop it." Soul insisted. Maka pressed her lips together stubbornly. "Let's just get the hell out of here. I wanna' eat and forget this ever happened!"

"Unfortunately," Sid began yet again, ignoring Maka's hissed command at Soul to shut up, "you can't leave until morning. It's too dangerous to head out at the moment: we don't know how far this Demon Mist stretches nor do we know if it can stretch itself wide enough to reach you guys if we decide to send you back now. It's better if you just wait until morning."

Maka nodded, understanding. "Right."

Soul, however, swore. "What? You mean we gotta' stay here until tomorrow? Where the hell are we gonna' sleep?"

"There's a hotel over here." Sid motioned toward the hotel cramped between two other, stocky, buildings. "But, since you two came back so late, it's already full with the citizens we managed to save. This half of the town is safe due to the light and we're putting out more lights as we speak..." Sid gazed into the dark they had yet to illuminate. "Let's hope we didn't miss anyone."

Maka fisted her hands, hoping so as well.

Soul just scowled. "So, where are we sleeping again?"

"Beats me." Sid breezily replied. "Letting my students exercise their ingenuity was the type of man I used to be! If you two need me, I'll be over there!" Sid pointed to the large tent that sat in the middle of the square, beside the cracked fountain whose water had been reduced to a pathetic drizzle at this time of night. "G'night! Sleep tight! Don't let the shadows swallow you up whole!" He cheerfully added.

Maka blanched and Soul glared terribly at his retreating backside.

"Wait a sec, get back here, you piece of rotting meat!" Soul snarled, marching after him until Maka pulled him down by the back of his jacket.

"C'mon, Soul, you heard Sid-sensei." Maka looked around, noticing that people had made themselves comfortable against the walls of the buildings; some bringing out chairs to sit on, others using each other to keep warm against the chill of the night. "We're on our own for food and shelter."

"Fuck!" Soul swore, aggravated. He had nearly killed his meister, they had been chased by a freaky mist that devoured all, and now they didn't have a place to sleep or something to eat? Soul could handle the rest but when his most basic necessities couldn't be met, he was a beast. "What now?"

"We can probably get something to eat over there! Then we'll figure out our sleeping arrangements." Maka pointed to a lady who was frying what seemed to be hotdogs on a grill. There was a short line, as most were trying to make themselves comfortable against the walls of the buildings or the hard pavement, so it was no surprise Soul's complaining was put to a halt after he had five hotdogs in his stomach.

"Oh, man." Soul belched. "That felt good."

"That's gross, Soul, say 'excuse me'!" Maka scolded.

"Excuse you." Soul smirked, snickering when she missed a punch on his shoulder. "Alright, so where are we sleeping?" Soul stretched his arms out, cracking his back. "Everything looks taken to me..."

Maka frowned, looking at each building. He was right, too. The lights were on in each window, most likely due to the Demon Mist threat, but from what Maka could see, each apartment was either already occupied or packed full of people. And the walls were already lined with the civilians who had been rudely taken out of their homes, which were now being invaded by a demonic mist.

"Follow me." Maka said, heading down the sidewalk until they reached a space where, she saw, some people were helpfully putting out chairs for others. Maka immediately darted for a bench, sighing in relief to have managed to get at least something to sleep on.

"This is so uncool." Soul muttered, slouching back. Maka mimicked him except she kept her hands on her lap instead of behind her neck, like her partners were. "You'd think after killing that Doppelgänger, we'd be getting some special services."

"We were just doing our job." Maka humbly said, closing her eyes. The intense light was making them dry and scratchy. "That's nothing special."

"Nothing special? We kill supernatural beings bent on destroying the world on a daily basis," Soul yawned out, lifting his legs onto the bench and laying his head on her lap. Maka opened her eyes, her fingers starting to play with a piece of his hair while he made himself comfortable. "I think that deserves some special recognition. Or at least a place to crash in for the night..."

"Stop complaining and go to sleep already, Soul!" Maka stifled a yawn. Her eyes strayed sidelong, to the bright beam of light that shot into the sky like a pillar. There would be no sleep tonight: she couldn't even begin to drift off with so much light surrounding her. "We have a big day tomorrow..."

Soul studied her face for a second before closing his eyes, his breathing evening out soon after.

Once Maka was sure Soul was asleep, she shifted and made herself more comfortable on the wooden bench. The encounter with the Doppelgänger would be one of those things that would never be breathed of again, Maka knew. It was one of those situations where, having been on the brink of death, was too distressing to speak of without one or the other blowing up and starting a stupid argument.

Maka's eyes lingered on his peaceful expression, remembering the way it had been strained as he chose which one to slay and which one to let live. She supposed stabbing the Doppelgänger had been a feat in of itself: she would have probably cried if she had been placed in his situation. Just the idea of stabbing Soul was unthinkable, even if it were simply a lookalike she would be eliminating.

"Stop thinking about it and go to sleep."

Maka jumped, surprised to find his eyes sharply on her own. They were not sleep clouded at all: he had been awake the entire time she'd been contemplating this.

"I can't." Maka mumbled, looking away from his hard stare. "I can't sleep with so much light on." She eyed the stage lights lined a few meters away, illuminating the darkness. It was so bright. "You just try to get some rest. You must be exhausted from all that running you did." She cracked a weary smile.

"No kidding, I'm beat." Soul remarked, but his eyes stayed sharp on his meister's exhausted ones. "You wanna' lay down instead?" He offered.

Maka shook her head. "No, it's okay." She looked up at the dark sky, the stars hidden due to the intense lights. "I'll fall asleep soon, don't worry. You just go ahead without me."

Soul frowned but said nothing. Instead, he shifted onto his stomach and rested his chin on her thigh, blankly staring ahead. He felt uncomfortable with the idea of falling asleep, especially after nearly losing her twice tonight. Although the intense lights assured that none of the Demon Mist would harm them, being outside, completely vulnerable to attack, set his senses on high alert.

But sleep always won in the end.

He had been on the verge of falling into a dreamless sleep when Maka spoke up again.

"Hey... Soul, are you awake?"

"I am now." He grunted, bleary-eyed.

Maka fidgeted with a strand of his silver hair. "Did you really not know which one was the real me?"

This question, Soul thought. He had anticipated something like this but not so soon. He hadn't had any time to conceive an acceptable response yet. "No... kind of." Soul slowly said. "Physically, I couldn't tell you two apart – it was like looking at mirror images. But when either of you spoke...I knew the difference."

"How, though?"

"Your pitch." Soul replied, simply. Maka blinked. "When you drop your voice, it doesn't deepen, it sort of squeaks. It edges toward an...nevermind." Soul murmured, thoughtfully, knowing she wouldn't get it. "But when that Doppelgänger spoke, her voice deepened, and I knew instantly that wasn't you. But I still had my doubts..."

"Wait a second. So, you told us apart...by the sound of our voices?" Maka concluded, incredulous.

"Basically."

"How is that even possible?" Maka demanded.

"See? Right now, your voice rose sharply." Soul pointed out and she flushed. "It's easy to tell you apart from other people because of the frequency of your voice. That's how I know where you are in a crowded room: I listen for your voice. From there it's just a matter of following it until I find you." He easily explained, rather proud he had come up with a suitable explanation for his detail-orientated meister.

"Wow, Soul." Maka said, impressed. "That's amazing! I never knew you could do that!"

"It's not a big deal." Soul said, although he did smirk. "Plus, you've got a really high pitched voice, so it's not that hard to find you – ouch, what? What'd I say? It's true!" He accused, after she punched him.

"I just didn't like the way you said it, that's all." Maka flatly told him, having caught the underlying insult in his stressed words. Soul scoffed and rested his cheek on her thigh again. "Then I guess your voice is in... D?" Maka guessed, trying to remember how D sounded.

Soul smiled softly at her attempts. "D, huh? How about B?"

"B?" Maka thought about it. "Only when you're angry."

"Angry...?"

"Yeah, when you're angry, your voice drops several octaves." Maka explained. "Or even when you're not that angry, just annoyed. That's how I can tell when you're bothered – your voice stays low, and it's rougher than usual."

He smirked. "Rougher, huh? Thought you liked it rough."

"Shut up, you pervert!" Maka jerked her knee up, satisfied when he groaned and rubbed his sore cheek. "Forget it! We'll talk about this in the morning...it's probably past midnight now. Go to sleep!"

"What about you?" Soul grouched.

"I can always catch up on my sleep on the way back to Death City."

"So can I."

"Yeah, but one of us has to be at least half-way functioning tomorrow." Maka sternly said. "And I can last for a while even if I don't get any rest tonight."

"Because of all those all-nighters you pull studying instead of doing something cooler, like playing video games or something..." Soul rolled his eyes.

"Video games strain your eyes, especially if you play at night!"

"So does reading." Soul countered.

"I read with a lamp on."

"Still can't be healthy to read for five hours straight." Soul emphasized, knowing he had gotten the upper hand this time around. "That strains the eyes. I take breaks when 'Star and I stay up all night."

Maka scowled. "Studying is much more important than rotting your brain with stupid games!"

"You just say that 'cause you suck!" Soul sniggered, laughing when she jerked her knee up and tried to hit his cheek again. "Calm down, I'm kidding!"

"Go to sleep!" Maka snapped, annoyed with him now. "We're making too much noise!" She noticed the others who had grabbed the chairs set out for them were nodding off, tired from the nights excitements.

"You're making too much noise." Soul drawled. He closed his eyes, mumbling: "You're so loud."

"Maka Chop!" Maka hissed, slamming her fist into his cranium.

"SHI—!" Soul bit his lip, holding back his curse. He grabbed his head, rubbing out the pain furiously. "You witch! Why'd you do that – ow – ow! Okay, sorry, I'm sorry! I'm sorry!" Soul whimpered, when she punched his head again on the exact same spot. "You're gonna' give me brain damage one day..."

"You'll live." Maka rolled her eyes. Watching him groan and rub his aching head, Maka sighed and pressed a palm over the bump developing on his skull. She massaged the area quietly, Soul's own hands covering hers. "... Does it still hurt?"

Soul closed his eyes contently, whispering: "Yeah. Don't stop."

She held his hand, marveling how broad and warm it felt just as he wondered why he didn't want to let go yet.

And then, just as Soul laced their fingers experimentally, the safety of the lights went out, and black unraveled like ribbons and wrapped around them both.