Stein tapped his pencil on his desk. He was so bored, just sitting there, facing backwards on his chair and occasionally going out for a smoke. It had been a boring day. He was drumming his pencil now, unaware of the increased speed and force at which he was doing so. Subconsciously he just couldn't stand silence anymore. There had been nobody in today and there was no kids recovering.

He was practically slamming the pencil now. Over and over, the corner of his gray desk digging into the yellow painted wood. He just wanted something to happen. Anything really, just so long as he could do something. Suddenly, the pencil hit the table for a last time and broke, one piece staying in Stein's hand and the other flying to the other side of the room. He watched as it arched and flipped, 1, 2, 3, 4, 5, and 6 times before bouncing off of the floor and rolling a bit before coming to a complete halt. He stood up slowly to retrieve it with a sigh. He threw both parts of the pencil away and twisted his screw as he sat down.

Suddenly he noticed something on his desk that was not there a moment ago. A slow smile spread across his face. This was a mystery, and a mystery was exactly what he needed right now. What sat on his desk was a top hat. It was adorned with black felt and a gray ribbon wrapped around. Stein picked it up and inspected it. Seemed to be a normal top hat. He shrugged and placed it on his head. It fit perfectly, but nothing happened. Stein's smile fell. What did he expect anyways? He decided to keep it on.

About an hour later he stood up to go outside for a smoke. As he did, a piece of paper

floated from above him onto the ground. He picked it up and read it.

"Whomever wears this hat will find great power. All you must do is speak this rhyme while wearing: "I place this hat upon my head, to fill the world with terror and dread. I'll rule the world till the end of time, no weakness but this very rhyme." As he finished speaking, he noticed a few words under the rhyme. 'Beware, the hat brings out the evil in a person.' His hands shook. It couldn't be true could it? He was done being evil.

"No!" He shouted, throwing the hat off of his head. Well, trying to. It was fixed firmly upon his head and wouldn't budge. Stein's eyes grew wide with terror. His heart pounded. There was nothing he could do. He kept tugging. He looked at the paper again. The words 'no weakness but this very rhyme' implied that somehow he could change it. He just had to figure it out before he changed.

As he was trying to figure out the secret, the room filled with a bright blinding light. It began to swirl around Stein.

"NOO!" He was powerless to stop it. The light drew closer to him. He felt lightheaded. The world was changing colors, reds, blues, purples, greens. He clung onto his desk. He felt the light enter him and he felt a light stinging all over his skin. His hair whipped around as if he were in a strong wind. He felt numb inside. The numbness grew and grew until breathing felt like pins and needles. He was glowing with light, growing brighter and brighter.

And then it was over, very abruptly. No more stinging, no more numbness, no more light. Stein's knuckles were white from gripping the desk. He smiled. Now everything would go his way. Finally, after years of doing what other people wanted and thought was right, he would have a turn. He licked his lips, slightly aware of some part of his subconscious telling him to stop. He frowned, and turned his screw until he couldn't hear that pesky little voice. It reminded him of a bug. He hated bugs.

"Haha! Oh man have I been waiting for SOMETHING to happen!" He stretched, cracking his back. "Now I can make this a very exciting day." He lit a cigarette and simultaneously kicked his door open. He took a breath of fresh air. "This is my world." He looked at the piece of paper. If the wrong person got their hands on it, they could take away his power, this wonderful joy he felt. Well, he couldn't have that. Stein slowly brought the paper up to his lighter. It didn't catch.

"More strong than I thought." He scratched his head. He was eager to get the show on the road, but he knew first he had to dispose of the paper. After trying to rip it, drown it, burn it with gasoline, and other methods; he sat looking angrily at it. Then he got an idea. Outside of Death City was miles of desert. He could bury the paper deep under sand and no one would ever find it, even if they knew it was there.

After the paper was safely under the ground at least twenty feet and well hidden, Stein gave

a small chuckle, which quickly grew into a laugh that drew him to the ground. He stopped all at once and touched the tip of his hat with his hand

"My my… I think I have a class soon don't I?" He said in a sick twisted voice. "Let's see just what this hat can do." He willed himself to move upwards, and to his amazement, he lifted above the ground about two inches. He raised up a bit more, and then from side to side and forward and backwards. He slowly did a flip in the air and chuckled. He lowered himself back to the ground so that no one would see him and began running towards the school.

He never got out of breath. As time went on in his run, he gained speed and when he arrived at Death City he must have been going inhumanly fast. He slowed down to a walk to avoid causing attention. He wanted the world panic to start in his class. He wanted the first scream to be from… Maka. That perfect little meister. He used to like her, back when he was ignorant. Now he wanted her to suffer. Her potential had to be snuffed out. At the same time Stein thought of Death himself. Was he powerful enough to beat Death? He touched the tip of his hat with his hand. He was now. Who first? Death, or his class? Before he had decided, he found himself standing in front of the large door that stood between him and his class. His decision was made.

He waltzed in to find 30 or so pairs of eyes staring at him. They all sighed, some out of relief, most out of disappointment. No one said anything. Stein walked up to the front of the class. He could kill them all right now, sure. But he had never been a fan of such a boring destruction. He preferred to let them think they had a chance. To show them the lights of freedom and then snatch them up right before they got there. He wanted his victims to hope.

"Hello children. Go home! Lock your doors. Better yet, leave the city." He threw up his arms, laughing. All the kids looked at him quizzically. "I said…. GOODBYE. Everyone leave except for…." He thought about the three strongest teams. "Maka, Tsubaki, and Death The Kid." He watched, laughing, as all of the children filed out of the room. When they were gone, Maka, Soul, Black Star, Tsubaki, and DTK remained. "Black Star. Soul. Leave, now." He didn't want to kill the entire teams. He wanted to leave half of each team just so that they could live with the depression and hopelessness. Soul and Black Star gave each other weird looks and slowly left.

Stein lit a cigarette inside, locking the door behind the two boys. He closed his eyes and told the hat to lock all of the children in their seats. It did an amazing job, and the three didn't even notice it. While he was at it, he enforced the lock on the door to be unbreakable.

"I had a speech prepared, but you know, I've just been itching to use this power. Goodbye, you three. See you in Hell!" He laughed again, and laughed even harder when they tried to stand up. They all called for their corresponding partners, which was hopeless. Stein looked to Tsubaki and twirled his finger, giving the hat the choice.

Tsubaki's scream filled the air as her hands flew to her head. She continued screaming as blood came out of her nose and her eyes, clouding her vision. Stein saw the veins that ran up and down her wrist growing larger. He moved his finger a bit to cut her arms, and blood poured out, much more than there would be for normal circumstances. Maka and Kid were furiously trying to do anything they could to get out, still to no avail. Tsubaki could no longer scream, as blood was pooling in her mouth and leaking out of the corners of her lips. Stein sat there with a devious look on his face.

"Finish her." He whispered. Tsubaki's throat slowly opened and it was only a matter of seconds until she lost way too much blood. Her body went limp and Stein looked to the two other children. He was aware of pounding against the door. He focused his attention on Kid.

"The left hand, and the right foot." He said calmly. Kid's eyes grew wide.

"You wouldn't, you sick bastard!" Kid screamed as his left hand got covered in cuts and likewise with his right foot. A single tear rolled down his cheek. "I'm a freak. A DISGUSTING FREAK!"

Stein watched happily. He willed a gash on Kid's right cheek. Now that Kid was thoroughly ashamed and broken, there was the matter of actually killing him. Stein made a fist and Kid's hands flew to his throat. He made a face at Maka, no longer able to breath. He cursed himself for being mortal as his vision grew dark.

Before Kid was even dead, Stein turned to Maka. He had a truly diabolical plan.

"Maka, you stupid little girl. You don't know how much joy this brings me, truly.

"Stein, SNAP OUT OF IT, THIS ISN'T YOU! Medusa's manipulating you again!" She squirmed and wriggled, trying her hardest to break free.

"Medusa's got nothing to do with this. Don't act like you know me. You know, you always have so much to say, and you've got such a hot head." He gave a small smile.

Maka's eyes flicked to the top hat placed upon Stein's head. It had to be that. If she could only get out of this bind she was in, maybe she could knock it off his head..

"Now I suppose you've noticed the hat. Haha, yes, you always were an observant one weren't you? Your light shines too bright, so I'll have to snuff it out." He wiped his arm and immediately Maka's mouth closed and slowly sewed shut, and after a moment even her groans were snuffed out as her voice box was destroyed completely.

On the door the pounding grew louder and louder and Stein was positive that it would have broken down were he not to have placed a spell on it. He only had a few minutes or less before Death was down here, which wasn't too much of a problem but certainly he had to finish up with this project first.

With Maka feeling nearly defeated and not fighting back as hard, Stein had even more options. He reached out his soul wavelength and made it compatible with hers. He could feel her soul from across the school, but now he could feel it's fear. So she had broke. Maka Albarn knew she was dead. True, Stein did feel a slight resistance upon trying to resonate, but it was no match for him even before he had the hat.

As their souls matched up, he watched Maka spasm as the essence but not the power of the hat entered through her. Her eyes grew entirely black and her body relaxed, however Stein noticed she was still breathing. Slightly weary just in case she had gotten some power, Stein approached her, changing his soul wavelength so they were once again two separate people.

"Hey. Hey! Respond when I'm talking to you." He said with a smirk, knowing she couldn't. What she did do was calmly turn her head to look at Stein. She seemed to be trying to move her hand. Stein let her one arm go and stepped back a step. She slowly extended her arm to him and looked up. Was she really offering herself to him? The hat had so much power. It was truly unstoppable.

He touched her fingertips and her clothes and hair grew a deep black, her tail coat now adorned with a ribbon similar to that of the hat's, and a ribbon of the same type appearing on the top of each of her pigtails. He wanted a slave, mostly just for fun but still none-the-less, especially if Maka still had some of her old abilities. He couldn't yet be sure, so he wrapped her up very tightly in a ribbon and pondered for a moment. He needed someplace to hide her until he could get more control of his situation and investigate her condition. And it needed to be secure enough so that she couldn't get out if a part of her old self resurfaced.

He released her from the desk and put her at his own. There he put more bindings on the chair itself and also the walls around. He made a small force-field around her. It took him quite a few tries to get everything correctly and also a bit of energy. He closed his eyes and took a deep breath, digesting information and getting ready.

As he stepped out of the room, closing it and double binding it behind him, he was met with the faces of the rest of the school, including Death himself coming up from a bit away. To give himself some room, he quickly killed the twenty or so people directly in front of him and shoved them away. No one dared step any closer. No one dared to make a sound.

"My my, is everyone here for me?" Stein said sweetly.