It was almost 3:00 in the morning when Maka Albarn fell asleep. She didn't want to be the first one to go to bed because she knew that the first person to fall asleep at a sleepover missed out on all of the good conversations but she just couldn't help it. Her eyelids had gotten so heavy that once she closed them she couldn't open them back up again. And with that the scythe meister fell into a deep sleep.

Patty Thompson was the first one to notice that Maka had closed her eyes and dozed off. "Hey guys I think Maka's asleep." The happy-go-lucky pistol poked Maka's cheek just to make sure, "yep she's asleep."

Liz Thompson was currently curled up in her sleeping bag reading a fashion magazine and Tsubaki was painting her nails. "That's nice, Patty," Liz said in a monotone voice as she continued to read her magazine, Tsubaki smiled kindly at Patty to make up for Liz's lack of interest. Suddenly Liz threw her magazine down and looked at Patty.

"Wait! You said Maka's asleep?" she asked with wide eyes.

Patty bobbed her head up and down yes.

"Guys I just thought of a great idea," Liz said flashing her friends a mischievous smile. The older Thompson sister wriggled out of her sleeping bag and crawled over to where Maka was soundly sleeping. She then rolled up one of the legs of Maka's pajama pants and looked at her friends excitedly.

"Um, Liz, what are you going to do?" Tsubaki asked timidly.

"Yeah whatcha doin' to Maka's leg?" Patty chirped.

"Just look," she told them and her friends watched as she ran her pointer finger down Maka's leg. The scythe meister's foot twitched and she made a high pitched sighing sound.

Patty buried her face in a pillow to suppress a laugh and Tsubaki looked at Liz worriedly. "Are you sure it's okay to mess with Maka while she's sleeping?" she asked.

"She'll never know and besides its funny, I do it to Kid all the time," Liz ran her finger down Maka's leg again. This time Maka turned over on her side and groaned.

"What's Maka dreaming about?" Patty giggled.

"Let's find out," Liz said. This time the pistol tickled the scythe meister's foot and the girls watched as Maka moaned and kicked in the general direction of Liz.

"Stop it Soul," she mumbled.

The three girls froze and looked at each other wide eyed. "She's dreaming about Soul!" Liz whispered excitedly, "I knew that she like him!"

"Okay guys I think we should stop now," Tsubaki nervously said to her friends. The dark haired weapon fiddled guiltily with her fingers, what if Maka woke up?

"No! Things are just starting to get interesting!" Liz and Patty said at the same time.

Liz gave Tsubaki a get-over-it-we're-just-having-a-little-fun look then pushed her long dirty blonde hair back behind her ear and leaned in close to Maka. "Hey it's Soul," she whispered.

"Soul…" Maka murmured and she rolled over again.

Liz and Patty fought back laughter and surprisingly Tsubaki let loose a tiny giggle. She felt bad for letting Liz take advantage of her friend in her sleeping state but she had to admit influencing Maka's dreams was actually funny.

Liz looked to Patty and Tsubaki, "What should I say next?"

"Ooh! Tell her that Soul thinks she's hot!" Patty suggested.

"Hey, Maka," Liz whispered into Maka's ear.

"Soul?" Maka sighed.

"Um yeah it's me," Liz lied. "I think you're hot."

Maka started to blush then she unexpectedly reached out and grabbed Liz's wrist. Patty bit her tongue to keep from laughing and Tsubaki just stared at Liz as she fought to get her wrist back.

"She's grabbing me really tight!" Liz hissed as she tried to break free from the scythe meister's grip.

"Keep going!" Patty urged her sister on.

"Fine," Liz huffed and she tried to ignore the death grip that Maka had on her. "When I do this to Kid when he's sleeping he never moves his hands, all he does is groan," Liz complained. All of a sudden Maka squeezed Liz's wrist digging her nails into the pistol's skin. "Ouch!" Liz shirked and she yanked her wrist out of Maka's hands.

"No, Soul, don't go," Maka groaned, her hands searched around for Liz.

"Oh my gosh I'm bleeding!" Liz whimpered as tiny red beads of blood started to form on Liz's wrist. "I'm going to go to the bathroom to clean up, Patty, take over for me," Liz instructed as she left Maka's bedroom.

"Okayy!" Patty said happily and she moved over to Liz's empty spot besides Maka. She was sort of glad that her sister had left the room, now she could get in on the action. The younger pistol tilted her head to the side and in a loud Patty-like whisper said, "Heyyy, Maka, its Blackstar!"

"Why are you bringing Blackstar into this?" Tsubaki questioned the younger Thompson sister when she mentioned her meister.

Patty turned to Tsubaki, "well if Liz gets to be Soul then I wanna be someone too!"

Tsubaki sighed; sometimes she didn't get Patty at all.

"Hey Maka," Patty said as Blackstar. She thought for a while about what to say then grinned, "Soul's in trouble."

Tsubaki stared at Patty in shock, "why would you say something like that?"

"Just making things more exciting," she said still grinning.

"Blackstar, you better tell me where Soul is right now!" Maka moaned and she flipped over onto her back.

"He's at ChupaCabra's!" Patty exclaimed. "Professor Stein has him and the only way you can save him is by hmmmm…..striping!"

Tsubaki looked at her friend horrified, "Patty!" she squeaked.

"Sorry, I was thinking on my feet!" Patty cried.

"Hmm okay," Maka agreed and the two friends watched as the blonde began to slowly lift up her pink tank top.

"Make her stop!" Tsubaki pleaded to Patty, she didn't want Maka to do anything she would regret even if it was her subconscious that was striping.

"No way" Patty said amused with what was going on in front of her. Pretty soon Maka had her tank top off and her chest was now covered by only her bra.

Just then Liz came back into the room her wrist covered in Band-Aids. "What did I –" her eyes fell on Maka's half naked body, "miss…." she asked raising one eyebrow.

"Patty told Maka to strip!" Tsubaki accused Liz's younger sister.

"I told her as Blackstar," Patty added proudly.

"Tsubaki you're way too innocent," Liz smirked then she went over to sit besides Patty. "What else did I miss?"

"She thinks that Professor Stein kidnapped Soul and brought him to ChupaCabras and the only way she could save him was to strip," Patty told Liz.

Liz nodded her head, "that would explain our topless friend over here," she mused looking down at Maka who was now sleeping regularly due to the absence of the girl's whispers.

"What should we do to her now?" Patty asked.

A naughty smile crept onto Liz's face and Tsubaki hung her head knowing that she couldn't stop them from doing things to Maka while she slept. Liz whispered into Maka's ear, "its Soul again." Maka's face turned bright red when she heard his name. "Do you want me?" Liz asked her.

Maka nodded her head rapidly. She then rolled over again and started groaning. "Why is your mattress so hard?" she whined.

"Oh my god I think she's having dream sex with Soul," Liz said excitedly. Tsubaki's face became flushed at the mention of sex and Patty starting laughing obnoxiously loud, not caring weather Maka woke u or not. Then out of nowhere Soul Eater Evans burst into Maka's bedroom wearing nothing but boxers and a very irritated look on his face.

"What the hell!" the red eyed white hair weapon yelled at the girls. "It's fucking 3:00 in the morning and you're laughing at the top of your lungs! I haven't been able to sleep at all because of you and cool guys like me need their sleep! You guys are never spending the night here again and –" the young scythe stopped mid sentence as his eyes came across Maka who was still fast asleep on the floor and wearing just her pajama bottoms and a bra because the girls still hadn't put her tank top back on.

"Oh g god," he sputtered. His face was bright red and blood started to trickle out of his nose. "I'll go back to my room now," he said quickly turning around embarrassed that he had walked in on a bad time. But as he turned to walk away he slipped on a blanket that one of the girls had brought with them and he landed right next to Maka.

She started to cuddle up against him. "Soul?" she asked dreamily.

"Um yeah, Maka, it's me," he told her. He was trying to stay calm even though the situation was totally awkward. Maka was so close to his face and she wasn't wearing a shirt. Soul felt more blood drip out of his nose; he hurriedly wiped it away with the back of his hand. Not cool he told himself.

"Soul," she sighed, "I love you soooo much," and without warning she planted a big kiss on his lips.

Liz grinned, Patty cheered, Tsubaki felt like she was about to faint and Soul blushed like he had never blushed before.

When Maka pulled away she giggled and turned over onto her stomach still completely asleep.

Soul stared at his meister in shock. She had just kissed him, his best friend; the coolest partner ever had kissed him. "I uh, I have to go," he said blushing and he sprinted out of Maka's room.

Once Soul had left Liz climbed back into her sleeping bag. "Well I think that's enough of Maka sleep talking for one night," she said.

Patty yawned and flopped onto the bed of pillows she had made for herself, "yeah let's go to sleep now."

Tsubaki retrieved Maka's tank top and started to help her sleeping friend back into it. "Hey guys," Tsubaki asked the Thompson sisters as she pulled the tank top down over Maka's head. "Are we going to tell Maka about what happened tonight?"

Liz snorted and Patty laughed, "What she doesn't know won't hurt her," Liz winked.