~This fanfiction is dedicated to Mary Clarke, Filiberto DeAngelis, Jack Carroll, and Pete Maccini. I love you, rest in peace.~


The scythe flashed through the air. As the dust cleared, only two people appeared to be standing. One was a blonde scythe meister, the other a tall, elegant witch in a black dress. The witch has sustained a possibly fatal wound to her abdomen.

"Give up, Arachne!" the meister shouted. "It's over; you've lost!"

The witch, Arachne, cackled. "It's over? No, my dear meister. I've only just begun."

With that, she blasted the meister backwards and dissolved into a horde of spiders. The spiders swarmed over the meister and her weapon, who had returned to his human form to protect his fallen meister.

The spiders kept coming, scuttling over the two teenagers. The white haired weapon attempted to swat the spiders away, but his efforts were fruitless. There was nothing he could do except protect his meister from most of the spiders. At last, there seemed to be an end in sight. Unfortunately, the reprieve from arachnids was short-lived. In a matter of seconds, the spiders were swarming again.

So…many…spiders…


Soul Eater Evans awoke in his bed, drenched in sweat. Four weeks after the battle with Arachne, and he was still having nightmares about spiders. It was so uncool. He'd managed to keep most of the spiders off of Maka, but that meant taking the brunt of the swarm. He'd never really been perturbed by the eight-legged creatures, but when he'd had literally millions crawling over him, his views changed a bit.

Soul looked at his bedside clock. The blinking light displayed the time to be a quarter past four in the morning. It was far too early to be out of bed, but Soul knew he wouldn't be able to fall asleep again. Quietly, so as not to wake Maka or Blair, Soul walked out of the house and into the night.

The night air blew crisply as he began to walk. He had no real destination in mind, but he couldn't bear to just sit inside until Maka awoke. Shaking his head to clear the last dredges of sleep from it, Soul wandered through the streets of Death City. Eventually, he found himself on a hill on the outskirts of the city. There was someone already there, staring down at the city, lost in thought.

"Kid?" Soul called, bemused.

Death the Kid looked down at Soul from his perch on the hilltop. He was fully dressed in his trademark black suit, and looked surprised to see Soul. Of course, it was not often that people roamed Death City before dawn. Soul clambered up the hill and stood next to Kid. Kid looked sidelong at Soul.

"What on earth are you doing up so early?" he asked.

Soul shrugged. "I could ask you the same question. Can't sleep?"

It was Kid's turn to shrug. "I've never been able to, really. Not past about three a.m., at any rate. I come up here most days so that I don't wake Liz and Patty. Plus, the view is magnificent. The city appears perfectly symmetrical from up here."

"You always wake up this early?" asked Soul. "That's bizarre. Does it have something to do with the fact that you're a shinigami?"

Kid chuckled. "That could be it. As far as I'm aware, my father never sleeps." He looked out over the building sprawling out below him. "Of course, he does have a city to run."

At that moment, a bright light burst up from the horizon, bathing Death City in a warm golden glow. The sky began to lighten to a pale azure. Kid looked up at the swiftly lightening sky.

"I should be going. It's about five, and the girls will be up soon," Kid said. With a flash of purple energy, Beelzebub appeared. "Do you know the way back to your house from here?"

Soul gave a slight shrug. "I can figure it out."

Kid nodded, and then soared away, leaving Soul standing on the hill. He turned and began to walk back, lest Maka wake up and find him gone. He didn't want to have to explain that he was out because he was having nightmares. Cool guys don't have nightmares, and Soul definitely didn't want Maka to think he was uncool.


In Baba Yaga's castle, Arachne felt a feeling of triumph. Because of the spider she'd planted in Soul Eater's mind, she now knew something that she was certain could prove disastrous to Lord Death if ever exploited. Grinning, she called for Mosquito, wanting to share in this glorious moment. After the Kishin had attempted to kill her, the few spiders that had remained alive had barely been sufficient hosts until she regained her power. When she heard of the Kishin's demise, Arachne knew that her initial plan had failed. She could not get vengeance on Death through the Kishin's chaos.

The second time she'd come up against the DWMA had been an utter failure. That horrid shinigami had discovered the hideaway that she had constructed in order to come up with a new plan. Arachne had nearly lost to the blonde meister when she had a stroke of inspiration. Perhaps if she planed one of her minions within the walls of the DWMA, information would come to her. And with that information, she could devise a new plan for retribution. Now, sitting in her newly reconstructed castle, her patience had paid off.

Mosquito entered the room, and Arachne smiled down at him from her spider web throne.

Mosquito bowed. "You called, my lady?"

"Yes Mosquito. I wish to share in the glorious news." She stepped down from her perch so that she was standing in front of Mosquito. "I have discovered a way to extract my revenge on Lord Death."

Mosquito grinned. "And how is that, my lady?"

Arachne cackled. "My dear Mosquito, did you know that Lord Death has a son?"


This is my first fanfiction, so please post any questions, comments, or concerns. They are very appreciated! -AngelOtaku121