Hey everyone, sorry it's taken me so long to upload. I've been preoccupied with school and such.

….

"What the hell is going on?" I shouted.

Maka was lying less than a yard away from me, her hand still outstretched, her fingers inches from my rod, but she wasn't reaching for me. Her only movements were the jerky ones of her unsteady breathing. The witch was standing over us, grinning wickedly. Her fishy eyes glinted coldly. I wanted to transform, to shield Maka, to protect her from this crazy bitch, but something was wrong. Something was very wrong. Because I couldn't change back. When I tried, agony lanced through me, disabling in its intensity.

"A little of my own special magic," cackled the witch. Her arms were crossed in front of her, and covered in silvery blue scales that curled into sharp barbs at the tips, like a shark's. "I perfected it shortly after Arachne began playing with you Death Weapons. It renders you virtually useless, incapable of transforming to protect your partner. Quite useful, wouldn't you say?"

She punctuated her question with a sharp kick to my blade that sent me skittering backwards across the stones, away from Maka. Damn, those vibrations would give me a killer backache when I changed. If I changed.

"Damn, bitch, you're crazy!" I shouted once I'd recovered from the kick. "How many other witches can do this?"

She laughed airily and waved her hand. "Oh, none but I, and perhaps the Grand Witch. Why would I share my most valuable secret?"

She hadn't told anyone? She really was arrogant, or just stupid. Then I paused. She sounded like me. Figuring out something that worked really well, that could benefit tons of people, and then just…keeping it a secret. Out of blind arrogance or stupidity, it didn't matter, because both those traits we had in common, it seemed. Well, shit, so much for hoping that I'd never have anything to do with witches. But then, if we thought a bit alike, then maybe…

"That's a good question," I replied, thinking fast. If there was one thing I was good at, it was talking. All I had to do was talk something out of her that I could use. "Makes sense that you'd wanna keep something that valuable to yourself, I guess. Bargaining power later, too, if anyone else found out."

She laughed—it was a rough, gurgling sound—and tossed her kelp-like hair.

"Now here is a man who understands the world," she praised. "Anything you know could be used against you, and it could be used by you. Knowledge is power, child, and the knowledgeable know how to use what they know to learn more."

"I totally agree," I said. Just in my field of vision, Maka stirred feebly, but the witch didn't seem to notice. Her attention was now on me. "If I wasn't stuck following the Academy's stupid rules, I would've gone after all the…um…knowledge that I could get my hands on a long time ago. Friggin' Lord Death doesn't want us to know anything."

"That's what I've been saying for years!" the witch exclaimed. "Lord Death has been trying to suppress us all for centuries! That's why he wants to get rid of all the witches; he's afraid that we'll learn to much, and we'll get more powerful than him!"

While she yammered on about how repressive Lord Death was, I tentatively reached for the transformation, and was met with no resistance. Yes! She'd been distracted enough by my conversation that she'd dropped her magic. The ugly-ass chick cut herself off midsentence as I transformed back into my human form, immediately crouching over Maka's slender figure, shielding her from the witch's gaze.

"S-Soul…" she murmured, twitching again.

"What the hell?" exclaimed the witch. "How did you—"

"You're pretty arrogant," I told her. "And way easily distracted. So am I. Unfortunately for you, the same things that work on me seemed to have worked on you, too."

She pointed a crooked, scaly finger at me. "You! You tricked me!"

I snorted. "Yes. That's what I said. You want me to draw you a picture, too, or are you good, because I'm not a great artist."

She glared at me, and began chanting under her breath. Her eyes began glowing bright blue, and her hands were engulfed in swirls of bluish mist. Well, shit, I hadn't thought my plan out this far. I had no idea what to do now.

Luckily, I had a quick-thinking meister. With an agility that belied her fragile act, Maka grabbed my hand and lunged out of the spell's range, towing me along with her.

"You were faking?" I said in surprise even as I tightened my hand on hers.

"Duh," she said, like that was obvious. "You should know it takes more than a tumble on the street to knock me out."

"Tumble on the street," I snorted, changing back into a scythe with her warm hands resting on my cool metal shaft. Hah, that's what she said. "You fell two stories with a cobblestone street as your mat."

She rolled her eyes. "Now's not the time. Soul Resonance?"

"Sounds like a plan."

In unison, we shouted "Let's go Soul Resonance!" Our minds merged, our wavelengths synced, and I focused on amplifying said wavelengths to the very limit of our power.

"The legendary super skill of the scythemeister!" Maka cried, lifting me high over her head as my blade changed, elongating and emitting an ethereal glow. "Witch Hunter!"

The fish-witch stared with huge, pale fish eyes as Maka swung me down in a deadly arc, slicing her cleanly in two. The witch's scream was cut blissfully short as her essence exploded into bands of shadow, coalescing until they were a tightly bound ball that burst with a sick violet light.

Maka, smiling, tossed me into the air. I landed on the ground on two feet, threw her my lopsided grin, and swallowed the witch's soul whole, sighing with bliss.

"I love fish," I sighed, stretching. I winced as my back cracked several times, and my joints creaked. "But I hate hitting the ground as a scythe. My back is killing me!"

Maka laughed and grabbed my hand, leading me away from the disaster area.

"Oh, quit complaining, Soul! I swear, that's all you ever do. Sometimes I wonder if that's all you're good for!" She was laughing as she said it.

But it struck a nerve. I remembered what that witch had said. …virtually useless, incapable of transforming to protect your partner… She was right, I realized. Outside of being a weapon, almost an inanimate object, what use was I in any sort of fight? If I couldn't transform, or Maka couldn't wield me, I was out of the fray. I didn't know how to fight, how to pull off the crazy stunts that meisters learned, and even if I carried an actual weapon with me, I didn't know how to use any. Sure, a gun seemed pretty straightforward, but a normal gun just wouldn't cut it against Kishins and witches. No normal weapon would.

"Soul?" Maka jerked me out of my reverie, and I realized I'd stopped walking. "Soul, I was joking. I didn't mean anything."

I blinked and shook my head. "Whatever, Maka, I'm fine. Dunno what you're talking about. Let's get home, I'm starving, and it's your turn to cook."

She frowned, and I knew it wasn't because it was actually my turn to cook. "Soul, is something bothering—"

"I told you Maka, I'm fine," I interrupted. "Totally peachy."

Her frown deepened, her eyes darkening, but she said nothing else, even though she very obviously wasn't buying my act. And who would, honestly? I never said words like peachy. What was I thinking?

"Hey, you wanna go out to town tomorrow?" I asked, hoping to distract her. "We could check out that new outlet mall. There's supposed to be a great automotive place there where I can get maintenance stuff for the bike."

"Sounds boring for me," she said, twirling her pigtail around her finger.

"And there's a huge bookstore down there, too," I added. Her face lit up, and I suppressed a smirk of triumph.

"Alright. Tomorrow, then," she agreed. I couldn't hide a smile at the new spring in her step.

Still, my thoughts remained on that dark path for the remainder of that night.