"Ok, I understand the desire to stick together. Yeah, students used to get lost here even when walls weren't crumbling around them. Why am I stuck carrying both of you?" Cooper grumbles.

Currently, Tsubaki in her twin scythe form, Blair in cat form, and Jackie in lantern form are all draped along Cooper's body. It wasn't that they were all that heavy, just…

"Oh, it shouldn't be that hard. Unless you are implying we are heavy?"

"Shut up cat. If you don't, I'm going to bite your head off." He growls back. "And for your information, you ARE heavy! I didn't think cats came in the thirty pound variety!"

Blair turns her small head to Jackie. "Toast him."

"If even one of my hairs get singed, I'm dumping you in front of the nearest clown." He manages to bark out. With these two egging him on, his anger was threatening to go out of control. Not that those two either knew (in Jackie's case) or cared (Blair's).

Cooper had learned of the girl's weakness the hard way. After only ten steps through the front door, a weird, misshapen thing with clown makeup had made Jackie faint and turn back into a human. Savage, rending claws had torn the construct to bits, littering gears and wires around the hallway. Cooper had scooped everyone up and ran out of the main areas and into the side passages, where the other three had insisted he carry them.

Jackie squeaks as she remembers the clown. Blair pouts as Jackie's fire withdraws even deeper into the metallic frame of her lantern.

"Come on, he's at least giving you a ride." Tsubaki says placatingly.

Blair's pout gets deeper. Tsubaki rolls her mental eyes and tries her best to ignore the cat dangling from her chains.

Cooper grunts and sits down, setting all three of his riders gently on the ground. All three of the girls shift back into their human forms.

"Are you ok?" Jackie says, her head swiveling around to look for threats and clowns. And threatening clowns.

"No. I'm suffering from some sort of over overcharge, you two are irritating me, I'm about to go all hulk mode on your asses, and I haven't had the chance to rip anyone's throat out yet." He points down the hallway. "Also, we're almost there. You three can walk for two hundred feet, right?"

Blair huffs and crosses her arms, and Cooper attempts to subtly wipe the blood from his nose. Freaking cat.

"Cooper, why do you say that we're here? It doesn't look like we're anywhere special." Tsubaki asks, ignoring the smeared blood on his upper lip.

"Around that corner is Death's office. I would think that that would be where the witch is hiding." He mutters. "I mean, it's not like the DWMA is very invader friendly. If you look at a map of this place, you can see that about half the doors lead to Death's office. I just took on of the side ones."

"How is that possible?"

Death isn't exactly constrained by the laws of physics. Needless to say, the map was very confusing." Cooper sits down against the wall and closes his eyes.

Tsubaki sits down in front of him and leans in close. "Cooper."

His eyes crack open. "Yeah?"

"What is the real problem?"

He sighs. "I wasn't joking about wanting to bit Blair's head off. It is actually starting to look like prey to me, and I don't really like it. I would rather not eat any cats, sentient or otherwise. I think the wolf side of me is trying to take over. The worst part is that it's all I can do to hold it back. I keep losing ground to it little by little."

Tsubaki puts her hand on his shoulder in an effort to comfort him. He leans into the hand like a dog would, and she starts scratching him like she would a dog. He seems to be enjoying himself too much to care, so…

"Jackie, let's let the dog and his master alone. We have a mission to complete." Blair calls from what she obviously assumed was a safe distance. It wasn't.

Cooper sneers down at the busty cat lady as her pins her to the floor. "Don't. Mock. Tsubaki."

Blair, for the first time in her life, was encountering the distinct feeling of being helpless. She nods slowly and waits to see if he was going to follow through with his threat to decapitate her.

Cooper straightens up and turns to Tsubaki. "Let's go. If I have to spend any more time with her, I'm going to do something we'll all regret."

Cooper leads the others down the rest of the hallway and around the corner.

"Ah, there you are, I was wondering when you would get back, midget- Wait, who are you?"

A tall woman stands in front of Death's mirror. She had obviously been expecting somebody else, but she found four intruders, one of which is very, very pissed for some reason.

"We-"Begins Jackie.

"It doesn't matter who we are. We're here to kill you." Cooper says through clenched teeth.

The woman raises her eyebrow. Her singular eyebrow. She was missing her left one for some reason. Instead, she has a tattoo of a dove. "Aren't you even going to ask my name? How rude."

"You're the witch. We came here to kill you." Cooper's mouth now resembles a muzzle rather than a human's jaw. Saliva drips from the edges where the lips hadn't fully formed yet.

"Why is it always the witches fault? It could be someone else, and maybe not even a witch. I assume you are from Death's retinue? Then you must know that Death actually has a witch under his protection."

Jackie raises her hand. "Yeah, Kim's my partner."

The woman faces her. "Really? That's nice."

A silence falls as everyone attempts to find words to say. Seriously, what do you say to that?

"That doesn't really matter though," Says the woman finally. "You said you were here to kill me, so I suggest you get on with it before my bodyguard gets back."

"Some bodyguard." Blair comments.

"Yes, well, he said he was going to guard he front entrance and if he didn't let anyone past it was the same as doing so with me in the same room as him."

"Do you mean Soul?" Tsubaki asks.

"I do believe that was his name when I got him." The witch says. "Though, once I activated Medusa's pet project, I got control of him quickly enough."

Now Tsubaki and Blair were almost as angry as Cooper. Twisting someone's mind around their finger was not okay. Unless it was Blair and she was using her own body. That didn't count.

Jackie watches as the three of them fall into the witch's trap so easily. Kim used to do this to her dorm mates all the time, and each and every time she would end up winning once she provoked them like this. It wasn't that she was that much stronger, it's just that once the anger sets in, her victims would stop thinking, which I very bad in a battle.

Then Cooper charges.

His claws extended, his teeth bared, he leaps for her throat without hesitation. The witch's eyes go wide for a fraction of a second before she disappears in a puff of smoke. Cooper's attack misses and he is sent careening towards the far end of the room, almost knocking over some the crosses. Tsubaki and Jackie reflect very briefly that is would really suck if the Kishin's cross got knocked over.

"Aw, come on! I wanted to at least explain my plan before dying!" Says the witch's voice, but none of the three able to hear it can see the woman. They look around for a few seconds before they hear a sigh and "Look up."

"Blair? Why are you on the ceiling?" Tsubaki asks.

"I'm not." Say the very confused cat lady beside her. "Is that the other witch?"

"Took you long enough." The cat complains. "What's got dog-breath all worked up?"

"Oh, you picked a bad day to be a cat witch." Blair says. "I've been bugging him all day, so he's out for blood. The best part though," She poofs into her cat form. "Is that we look almost identical."

"What? I wasn't aware there were more witches under Death's command, and especially not one with my fine powers!"

"No, I'm a cat, not a witch." Blair replies primly. "You should know the difference."

The witch lets go of the ceiling just as a chunk of the ground crashes into the spot she had been clinging to. The debris clears to reveal a hole in the sky dome that surrounds Death's office. The real sky beyond is starting to get red as the sun pants itself to death past the skyline.

Standing next to a hole in the ground from which the chunk had presumably been ripped, Cooper huffs in and out. "What is it with cats?" He snarls.

"Maybe it's just 'because you are a dog!" Yells the witch. Of course, her being right next to Blair makes it a bit difficult to figure out who is who when they aren't speaking.

Jackie groans. "Why is this place a magnet for weirdoes? First a crazy scorpion lady, then a super-powerful embodiment of madness, and now twin witch cats!"

"Uh… Two of those are worse than the third." Tsubaki points out.

"Which two?"

"Uh… I was going to say the first two, but this witch did decimate Death City, didn't she."

"See? I was right!"

Not that that was comforting. At all.


Death the Kid, now just simply Death due to there not being any other Death to compare him to, is starting to get annoyed. At first, he thought he could use his father's power to stop the witch. After touching the cube and having his powers expand so rapidly, he suddenly felt afraid of his own strength and shielded his friends from it, albeit poorly. Then his sat there and waited.

And waited. And waited some more. The leak of his powers slowed to a mere trickle, but it still poured out. He mentally compared it to a water faucet that somehow continues to drip several minutes after the tap is off, but will eventually seal properly given time. Also, the faucet is off center because it is just that frustrating.

So, bored out his mind, He decides to take a walk. He goes in the opposite direction of the DWMA, which basically means downhill and towards the edge of the city. As he walks, he notices and interesting phenomenon.

The mist seems to be following him.

He if he compares the leak still flowing from his form to a rope, he's dragging… that comparison broke down quick. His mind grasps for a new one, but none come. There's just no way to compare dragging fog with him to anything else.

Except, he could actually use that as the comparison, seeing as he was dragging leaked energy around, not moisture particles in the air.

Kid's mind was so preoccupied trying to work out the way that his thinking should work (and giving him a headache) that he failed to notice the fight right next to him.

Despite the corrosive fog, two entities duel with all their might, neither of them seeming to notice the way their bodies are slowly becoming red as the outer layer of epidermis starts to flake off. Their eyes hadn't suffered as much, but for two very different reasons:

One had her eyes shut. The other has a thick coating of black blood obscuring it.

Technically, there are four consciousness's present, but only loosely. More like three and a half. First of all, the two bodies throwing themselves at each other.

Maka and Soul's friends would be hard pressed to find a reason for Maka to attack Soul as hard as she did. She never really went out of her way to hurt him, seeing as that only strained their relationship and made them do worse. The worst she had ever done was send him to the medical ward because the book she used was too heavy. Now though, it looks like she was out for blood. Except for her eyes, those are shut. Normally a bad practice.

Of course Soul would just take it if he was alone, but there was something else. His black blood, freed of its shackles Medusa had made to keep it check, mostly so Chrona wouldn't immediately get murdered by the stuff, was having a blast. It was made to fight. It lives to fight. Oh, it would snarl and yell that it didn't want to because it was boring or it was too tired, but deep down, all it wants to do kill.

On the other side, Maka's brain was doing something odd. Maybe Death, were he still available would be able to tell you. Her brain, as smart as it is, had made a separate consciousness that relies solely on Soul-sense. One that could fight even while the rest of her was asleep or unconscious. Rather, only when these conditions are met, since her mind is normally too powerful to let what she would label her instincts out to play. This little bit is also the only part of her that can use her body to it's full potential, not having the built in limiters the brain normally has.

In short, Maka has two personalities, just one of them is too tiny to be seen unless under special conditions. Thus, three and one half, rather than four or three or two.

Though, if Kid was looking down, only two of them would be evident. The two that were not actually fighting.

Oh look, He noticed them. It only took a needle of black blood slicing across his face.

When Kid sees them, he get angry. He doesn't have time to deal with these two high level figthers, ones that eve rivaled his own strength. Shoud they both switch to attacking him, Kid was confident that he wouldn't survive. Then again, having these two going at it would surely cause massive havoc.

He decides that it just isn't worth risking leaving the mist around to deal with those two and instead turns back to the roof.

Behind him, the massive quantities of energy had coalesced into a giant glowing white bear. Kid is hardly fazed by things of this nature anymore, so he just look up at the towering creature.

"Please tell me I don't have to fight you." He says in a dead voice. "Because all I really want to do right now is go home and eat something sweet."

The bear responds by swinging its massive paw. Kid has no time to duck, but he ends up not needing to. Down below, four claw gouges mark where stone pathways used to be, and the two combatants are nowhere to be seen.

"Well now. This is an interesting development."


Soul slowly stirs from his slumber inside his own mind. There wasn't much to see today. Only what had been there for… However long he had been stuck in here. It is hard to tell time when there are no clocks. Or other refrences. Just an empty black and red expanse as far as the eye could see.

Which is why that something changing was a massive shock. Soul's eyes open to find that the little demon was staring at him.

"Mmph. What do you want?" Soul asks.

"Your girlfriend is giving me a hard time." Says the demon. "If she keeps this up, both of us are going to die, so I suggest you help me."

Soul barks out a laugh. "Yeah, you probably deserve it. If she wants to kill me just to get at you, then you must have done something pretty major. What did you do? Burn an orphanage? Take over her city? Accidently rip a page in one of her books?"

The demon shudders. "Why do I get the feeling that tearing the page is the worst of those offences?"

"Probably because it is. So, what did you do?"

"Nothing! I was trying to keep four of your other friends out of the DWMA when she comes out of nowhere and starts trying to stab me with her blades of death."

"Oh, so she's unconscious then? You're screwed." Soul says way to cheerfully.

The little demon's eyes go wide. "Wait, you cannot stop her?"

Soul shrugs. "It's not like I was able to stop her last time she went all out against me. It was pure luck I got out of that one." Soul closes his eyes. "And even if I did know how to stop her, why would I? I'm getting bored in here. A change of pace would be nice."

"It's not my fault that your mind is always soempty it bores even you. I had to spend much longer than you have in there, and let me tell you it wasn't pleasant."

Suddenly, Soul's mind actually picks up on the situation at hand. "Hey! You told me that everyone died! How is that possible if you are fighting all my friends?"


Soul takes the gap and forces it open. "That means that they survived, and you were just lying to keep me down. I'm getting out of here."

"I wouldn't-" The little devil desperately tries to stuff Soul back into his own mind, but Soul had hope again.

Soul regains his senses in a rush. Finally! Sights that aren't red and black! Sounds that aren't rhythmic and unending! Smells… well, smells that were different.


Soul looks down at his chest to see it has a new acutriment: A black blade dripping with red blood. For a second, he thinks "Damn, I hate red and black."

Above him, a voice says, "S-Soul?"

Right before he fades completely he smiles a stupid smile. "Jeez. I need to find a better way than stopping her blades with my chest."

And then he thought no more.