A/N: This an AU based off a dream I had. I have a general idea of where it's headed but chapter updates might take a while. Anyways, I hope you enjoy it!


"Words are power."

Those are the first words Maka remembers hearing from her mother and they're also the last words she ever hears from her.

The first time she heard them, she was three and the words were a lesson.

Without warning, Mama made her run out of the castle they had called home and into the backwoods of Lord Albarn's territory. She had dragged Maka along until Maka (scarcely prepared for the sudden trek into nowhere in the middle of winter) had stumbled in the snow.

She had cried as Kami scooped her up, brushing off the snow from Maka with a hand barely covered by a worn and tattered glove.

Then Kami had jogged in the snow until the sun, which had barely started setting when Maka and her mother had stumbled out of the castle, had fully set and the moon had started to rise, a jagged grin across the opaque sky.

Kami set Maka down on a fallen log, clearing the snow with a sweep of her arm. By now Maka had stopped crying and was watching curiously as Kami rummaged in the old bag she had strapped across her shoulders.

With slowly bluing fingers, Kami pulled a piece of paper. Then she cleared a small area in front of where Maka sat.

Maka gasped when she saw Kami bite down on her pointer finger hard. With a shake of her head and a slight smile, Kami silenced her.

A tiny pool of blood gathered at the tip of Kami's finger. Carefully, she marked the paper in runes that Maka had never seen before.

When she finished, Kami placed the paper in the center of the circle and blew gently. "Words are power," she whispered to Maka as the dull red of her blood runes glimmered and changed to a bright red-orange.

With a crackle, the paper caught fire.

Maka's eyes widened. "But doesn't it need wood?"

Kami gave her a smile. "Magic doesn't need wood."

Her eyes grow even wider. "Can you teach me how to do that?"

Kami took a seat next to her daughter. "You already know how."

Maka frowned. "Is it what I did at home?"

A shadow crossed Kami's face. "Yes."

Maka's frown deepened. "Is that why we had to leave? Because of me?"

Kami brushed the hair from Maka's face. "No, love. We would have had to leave soon anyways. Since you were born, I knew you were going to be a powerful Word Mage."

The words "Word Mage" are foreign to Maka but powerful she knows.

Powerful means setting words on fire. She grinned.

Then her grin faded. Powerful means what she did to that boy.

"Will you teach me to control it?" she asked her mother pleadingly.

To her immense relief, her mama nods. "Tomorrow. But first, let me show you something."

Kami reached back into the bag and pulled out a book. It's rather plain looking, with a unmarked black cover. She handed it to Maka.

Maka opened it. The first pages are covered in the runes her mama wrote on the paper but the greater part of the book is blank.

She looked at Kami. "Why is it almost blank?"

"Because while words are power, what you write the words on is of equal importance. This is the best paper to practice your magic on in existence as well as your best teacher."

Maka looked at the book with newfound reverence. "How did you get it?"

"I stole it." There's no regret in Kami's voice.

Maka gasped as her mother destroys the pedestal Maka had put her own. "You said stealing was wrong!"

Kami laughs at Maka's horrified expression. "It's rightfully yours."

"How?" Maka demanded.

"I'll explain when you're older," Kami replied. She chuckled at Maka's pout. "Trust me, Maka."

"Okay," Maka said doubtfully. "But you better keep your promise."

"Deal. Now lean on me and go to sleep," Kami said, pulling Maka into her arms. "And Maka?"

"Yes, Mama?" Maka answered sleepily, already settled into her mother's arms.

"Never use that book for magic unless it's an emergency, okay?"

"Okay," Maka yawned.

The eve before Maka's tenth birthday, the emergency finally comes.

It comes in the form of sharp horse hooves banging against the cobblestone path Maka and her mother had just laid down two weeks ago. Clenched fists bang down on the door to the hut they call home.

Maka panics but Kami doesn't.

She merely takes down the old black book and the old bag from long ago from the bookshelf in their small living room and hands both to Maka.

"It's an emergency," Kami simply says.

One look at her mother's face and Maka knows she won't leave with her.

She tries anyways. "Please?"

Kami shoves her, not unkindly, to the desk besides the bookshelf. "There's enough money in there to last you a month."

Maka chokes on her tears because she doesn't want her last vision of her mother to be blurred by tears. With trembling hands, she takes the quill from ink well on the desk and begins to write.

As she finishes the last rune and the words glow bright white, she takes one last glance at her mother.

Kami's sealed the door shut with words but that doesn't stop the axe from going through the door.

At the same moment, Kami looks at Maka as well.

"Words are power!" she yells as the axe finally breaks down the door and the white glow of the runes takes Maka far away from danger and her mother.

She's taken to the edge of the forest and it's there that she falls to her knees and lets the tears flow freely.

Words are power. The first time her mother told her them as a lesson and the last as a warning.

Maka simply refuses to move on from the forest she transported herself to, leaning against the trunk of a tree for support. Hot tears slide down her face. They leave damp spots on the old black book in her hands.

She stares at it for a moment and then she hurls it as far away from her as possible. It's her fault her mother's dead, she thinks, tears leaking out again.

The trees around her create a wall, sealing her in her grief, and the leaves are bound so tightly together that it casts a permanent shadow onto her, slowly seeping into her soul. The sun, which is high in the sky, slowly makes its descent into the horizon. Darkness stealthily creeps in like tiny fairies that lived around her and Kami's house would sneak into their garden.

The tears that ran down her face have run dry but the hole in her chest her mother's death ripped open rubs its jagged edges against her soul.

It hurts so much that it leaves her breathless.

She rolls onto her side, staring at the wall of trees but seeing nothing. Maka curls up her legs and hooks her arms around them, trying to keep the pieces of her together.

Her mother's bag pokes uncomfortably into her back, prodding her to get moving. Maka tightens her grip around her knees.

There's nowhere she wants to go now.

"Nyah, what do we have here?"

Maka blinks uninterestedly. Normally, a talking cat would have her bouncing in excitement but today is not a normal day.

The purple cat in front of her disappears with a poof and in its place stands a purple-haired woman.

Smoothing her purple dress, the woman frowns. "Nyah, you're no fun-that always gets people riled up!"

With a Herculean effort, Maka pries off her mother's bag. "Take what you want and leave me alone." She nestles her face into her arms, shutting her eyes.


Maka feels the woman take the bag but she doesn't hear her walking away.

Then suddenly Maka's swung from the ground and over the woman's shoulder.

Maka's eyes fly open. "What are you doing?" she shrieks at the woman, straining her head to look at her. She pounds her fists against the woman's back. "Let me go!"

"Sorry, Blair can't do that!" the woman apparently called Blair says in a sing-song voice. "You need my help, little kitten."

Maka continues to struggle. "I'm not your little kitten! Just take my stuff and let me go!"

Blair giggles. "The only people I steal from are men." There's a noise of her walking on something hard instead of the crunch of dead leaves. She bends down and picks something up. "What's this? Is this yours?"

"I can't see anything but your back," Maka growls.

"Oh, that's right! Be good now, little kitten."

Maka's world becomes right-side up again as Blair puts her down. Immediately, she attempts to swerve around Blair but she feels an invisible rope pulling her back.

Blair shakes a finger at her. "What did I say, little kitten?"

"My name is Maka!" She tries to run away again but she keeps getting tugged back. She takes in the black book that's in Blair's other hand. "And I don't want that!"

Blair bends down to look Maka in the eyes. "Tell me, Maka, what's a pretty child like you wandering around a place like this?"

The events of the day squeeze Maka's throat shut like a vice. She looks down at the ground.

Blair's hand gently tips up Maka's face. Her eyes, golden and catlike, gaze kindly into Maka's green ones. "What's wrong, little kitten?"

The concern in Blair's face is too much like her mother's. With a wail, Maka throws her arms around Blair's neck and begins to cry, sobs shaking her entire body.

"There, there," Blair murmurs comfortingly, rubbing circles on Maka's back. "Blair will take care of you."