"So it seems," Kid sighed, turning his chair around to face Soul. He had feared that this day would come, dreaded it was the more likely term. He could see the fright in the young man's features, how his jaw was clenched and muscles tense, waiting for an answer to the unspoken questions racing through his mind. "Sit down and I shall explain, though I know you have already pieced together a good chunk of it," he spoke, gesturing to the chairs. Soul threw himself into one, knee bouncing in agitation. He needed to find her as soon as possible.

"Listen, I already know about how you put the cap on her powers. I get she's super strong. Wasn't a cool thing to do to her. But things don't make sense. She shouldn't have had a personality change like she did. And she keeps muttering something about a phoenix. What is going on with her?" he asked rapidly, just wanting to go find her.

"I know it was unjust of me to do what I did. However, I did it to protect her. When she came to the Academy, I sensed a strong force in her, something that wasn't quite like the rest of the gifted I have come across. I put the cap on her to keep her from getting hurt, and to give me time to research what I had sensed in her. It was only in the last few days, especially after the plane wreck yesterday, that I figured it out."

"And?" he asked impatiently, hating how it took the man forever to get his point across.

"To put it simply, there is a cosmic entity known as the Phoenix. It seeks hosts to do its bidding, whether it be to bring justice upon the world or to destroy it. Upon her birth, the Phoenix chose Maka to be her host," he sighed and Soul felt himself blanch. Something that powerful was residing in Maka?

"What does that mean for Maka now?" he asked, afraid to know the answer.

"Maka is scared and vulnerable now, which makes it easy for her to be manipulated into doing its bidding. What is worrisome is that she ran away. If Asura happens to find her while she is in this state of mind, I fear for the outcome of this battle that is to come."

"Then shouldn't we go and try to find her now? Before it is too late?"

"She has blocked me out," he murmured sadly. "After the argument we had, I can't get a read on her. The only time I was able to was after she locked herself in her room after killing Harvar, yes I know about that, don't give me that look. After that, though, I haven't heard anything from her."

"Maybe she is on her way to New York already?" he asked, standing up and pacing around the room. He had a terrible feeling about all of this; he knew they needed to get to her before the others did.

"That is a possibility. I will have Black*Star round everyone up. The sooner we leave the better. Go get ready, we leave in half an hour," he commanded, but he didn't have to tell Soul twice. He was already out of the room, heading to his bunk to prepare. As he was readying himself he could hear Black*Star running from room to room, relaying the message. As he made his way to the runway, he could see a rather large amount of people were gathered, ready to fight. Fire, Thunder, Nygus, Tsubaki, Crona, Ox, and the Professor joined the regular crew, along with other students he had yet to see before. Silently, they all boarded the jets, one piloted by Nygus and the other by Patty, all solemn as the news of Harvar's death and Maka's disappearance had already spread. They took off, Soul staring out the window, hoping they weren't already too late.

The five hours passed by agonizingly slow for Soul, as sleep evaded him unlike his teammates. He was antsy to arrive; he wanted to find Maka and save her and get this god-forsaken mission over with. The revelations of the previous day kept playing themselves through his head, taunting him until he was mad. He couldn't stand to lose her again, he wouldn't allow it to happen. He felt the subtle decrease in altitude and looked toward the cockpit, Nygus easing the jet to land. He cracked his neck, trying to ease the tension in his shoulders and body, needing to be ready for anything. The rest of the cabin stirred awake as the wheels touched down, preparing themselves as well. Black*Star was uncharacteristically quiet, none too pleased with the idea that he was going to have to face his sister as his enemy. Soul brushed past them all to exit the jet, nerves jittery with what was coming.

They all congregated outside, waiting for the command. Kid wheeled himself out, Sid by his side and he faced them, face set in a frown.

"My children, today will bring unpleasantries for us all. Remain strong and don't lose hope, no matter what happens out there," he bellowed and all nodded in agreement.

'And Soul, please be careful. She may not be the person you knew before,' he warned, and his teeth gritted. He refused to believe that, absolutely refused to. The set off on foot, towards the Brooklyn Bridge. It was eerily quiet as they made their way there, as if the world knew that something was to come. Sensing no immediate danger, they started across it, trying to make their way from Manhattan to the city. A heavy fog settled over them, making it nearly impossible to see more than a foot ahead. No matter what Patty attempted, it wouldn't lift, so they had to take their chances and enter blindly, much to everyone's chagrin.

They made it halfway across when Kid suddenly stopped, signaling everyone to follow in his lead. The fog started to lift, across from them an army of mutants just as impressive as theirs facing them. A tall man with a billowing jacket stood at the lead, a helmet covering the crown of his head, his three read eyes staring them down. Liz stood to his right, clutching onto his arm and sending a devilish smile towards them. Soul's stomach dropped when he saw who was to his left. Wearing a skin-tight green jumper with a cloak drifting lazily behind, Maka stood across from them, eyes steely as she looked down her once-comrades. Soul had to swallow the bile that rose in his throat, sick knowing that they didn't make it to her in time.

"Well, well, look what we have here. Are you here to fight me, brother?" Asura quipped, eyebrow quirked in humor.

"Stop this madness, Asura. You've already taken so much, don't make it more," he pleaded, gazing strongly into the other's eyes.

"If I must remind you, I never took her from you," he mocked, wrapping his arm around Liz's torso, kissing her cheek. "She chose me. I gave her what you never could. Just like I am giving the rest of our brothers and sisters what they need. They don't need to hide in the shadows any longer!" he bellowed and many cried of affirmation were heard from behind him.

"They don't need the death you promised them! They need a chance to live, to learn!" he retorted and Asura just laughed moving himself out of Liz's grasp and beckoning him forward with a flick of the wrist. Kid's chair flew forward, stopping short of him as he continued to laugh.

"To live? You call hiding in your pathetic Academy living? Besides, how can you say you give them the opportunity to learn when you stifled her abilities for years?" he asked, motioning to Maka, whose glare snapped towards him, hatred evident. "You can give them nothing! I can at least promise them the freedom they deserve." He turned to face the masses behind him, hands raising in the air. "Now, my brothers and sisters, fight! Fight for your freedom! Show the humans the power we possess!" he shouted and they rallied, rushing forward.

"Stop them! But protect yourselves at all cost!" Sid yelled, taking off to meet the opposing force. The others, except Soul who was rooted to the spot, followed in his lead. Soul couldn't take his gaze off Maka, not wanting to believe what was before him. He slowly walked forward, winding his way around the masses, the surroundings lit up in a multitude of colors and explosions filling the air. His goal was Maka, to save her, to reason with her. So when Wes stood in his way, he didn't hesitate, lashing his blades out and through his chest before the other could even utter out a taunting remark. He fell to his knees, slumping forward as he coughed up blood. Soul knew he should have felt remorse, but he didn't. It was just another tie from his past severed for good.

Even though he was focused on Maka, he couldn't help but notice a man who belonged to neither side join the fray, a man he knew all too well. Stein positioned himself behind the crowd, aiming a gun at Asura. Liz seemed to notice as well, throwing herself in front of the projectile as soon as she saw his finger pull on the trigger. She screamed in agony as the dart hit its mark, body going into convulsions as her skin changed colors rapidly before she hit the ground, naked with her straw colored hair hiding her face.

"Liz!" Kid screamed, heart breaking as he saw her slumped over, twitching slightly and unable to call on her abilities. Asura shrugged, kicking her out of the way and raising his hand towards Stein, who was reloading his gun. With a quick clench of his fist, the screw in Stein's head shifted, blood spraying as he died instantly, slumping over.

"See brother, that's what they do to us. They strip us of our powers in the name of protecting the country. We are the stronger ones! We deserve to live! Not them!" he bellowed, rising into the air, the bridge moving from his force. Everyone lurched forward, Kid falling out of his chair. He tried pulling himself forward towards Liz, to hold her, but before he could make it, he was lifted to the air by telekinesis, forced to face Maka.

"Maka, don't do this," he pleaded, looking into her eyes, but she showed no signs of listening or caring. She continued to gaze through him, lifting him higher into the air. "Don't let it take over you, please," he whispered, skin starting to disappear as she tore him apart, piece by piece. Asura looked behind, starting as he saw Maka killing Kid slowly.

"Maka no! Stop!" he yelled, but she ignored him, closing her fist, making Kid implode. Soul was flabbergasted from the spectacle. First Harvar, now the Professor? This couldn't be real. She walked off, heading to the mainland and towards an abandoned building. He took off after her, ignoring the battle behind him. He needed to save her, one way or another. He lost sight of her momentarily as she ducked into the shack. He stood outside it, gathering the courage to enter. Steeling his resolve, he walked through the door, and upon seeing her, adverted his gaze to make it less painful.

Look at me Soul, her voice rang clearly in his mind. He tried to avoid it; this wasn't his Maka, yet he couldn't resist her pull. His head moved of its own accord, staring into the lifeless green eyes. A smirk was across her lips, and he gravitated towards her, one foot in front of the other until he was nearly pressed against her.

"Good pet," she purred, running her hands up and down his arms. It felt so wrong; they should be facing Asura together, not standing against one another. Her fingers ran through his hair, and he resisted the urge to hold her close. This wasn't his Maka, the one whom he loved, whom he gave himself to. No, this was the Phoenix, the entity who possessed her after the plane crash, giving her a new life.

"Join me Soul, you know you want to," she whispered, caressing his face. Her voice was like honey, trying to draw him in and trap him. But he had to remain firm in his resolve. This was not his Maka.

"Stop this," he growled, swatting her hands away. "I can never join you. You aren't Maka."

"But don't you remember that sweet night? When we laid together? I am just as much Maka now as I was then," she cooed, stepping towards him. His blood ran cold, he should have known that it wasn't truly Maka that night; she would have never gone for it, especially after Harvar's death. Her arms wound around his frozen form, fingers tangling with the tiny hairs at the nape of his neck. His hands unconsciously glided to her hips, pulling her closer to him. His tongue was heavy as she leaned into him, kips capturing his. This all felt so wrong, yet so right. Her breathy sigh made his head spin. As they pulled apart from the kiss, his eyes opened, staring into hers. She gazed back, smirking, before panic wrought her features.

"Please… save me!" she croaked, looking at him with desperation as she trembled. As swift as it came, the terror left and the smirk replaced itself. Confusion led to realization for Soul; THAT was his Maka shining through this imposter. She was trapped and able to break free from Phoenix's reigns long enough to cry to him for help. His gut twisted sharply with the implications of what he had to do. He couldn't resist it though, he had to save her.

She pulled him in for another kiss, back to being Phoenix, and he didn't hesitate this time. He pulled her close, lips pressing against hers roughly and furiously, trying to drink her in. She returned with equal fervor, hands gliding over his shoulders and down his back. His tongue licked at her lips, asking her for permission and distracting her from his hands as he accepted. One arm wrapped tightly across her torso, as if hugging her. The other rested against her abdomen, hand loosely fisted.

Adrenaline coursed through his veins, from both the kiss and what was to come. They parted, panting heavily as they gazed into one another's eyes. He bit back the guilt, moving in to kiss her neck, lips trailing upwards across her jaw until he reached her ear. His stomach churned as he peppered kisses on the shell of her ear, hearing her soft pants and moans.

"I love you so much Maka," he breathed, nuzzling his cheek against hers. "Never forget that." His heart raced as held her closer, preparing her for what was to come. "I'm sorry…" he whispered.

"For wha-?" she started before her words were cut off with a shrill shriek, his blades protruding from his fist and embedding themselves deep into her abdomen. Her hands clawed at him, trying to push him away while the area around them became chaotic, anything not anchored to the ground flying around as she screamed in agony. Biting back the bile, he pushed harder and further, ignoring her curses directed at him.

This is necessary to save her, he repeated over and over again, a mantra to soothe his quaking soul as he finally pierced through her back, causing her to sputter, tears leaking from her eyes. The energy around them began to dissipate as she slumped forward, coughing violently. He quickly retracted his blades and caught her, tears flowing freely as he held her small frame in his arms, already getting coated in her blood as it gushed from her in a steady stream. At this rate, it wouldn't take long for her to bleed out. He eased himself to the ground, cradling her to him as he ignored her whimpers of pain.

"F-fuck you," she coughed, glaring at him. Her brow was covered in sweat, breathing labored as her shirt stuck to her from the crimson spilling from her. As if she was made of porcelain, he delicately moved her bangs from her face and tenderly cupped her cheek, looking into her eyes, losing himself in the depths of them.

"I'm sorry Maka," he whispered, afraid to speak any louder and let her hear the emotions take over. It was of no use though, since she heard it all. Heard how much he loved her, how he hated that things had to end this way, how he wished he could have another day with her, how he wished there had been another way to save her. She heard it all. A ghost of a smile graced her lips, a faint chuckled escaping her as she raised her hand to lie atop his, gripping it loosely.

"I-I love you," she groaned, clutching him as a spasm of pain tore through her body. "I-I will be back. I promise you that. Don't give up," she murmured, eyes beginning to unfocus. His hold on her tightened, knowing that their time together was almost over. His vision blurred, tears racing down his cheeks and landing on her face as he leaned down, pressing his lips to hers softly.

"I love you too, Maka," he assured as he pulled away, eyes opening once again. A serene smile was set on her face as she went, her soul leaving to join the stars above. A sob bubbled up from him, the pain of losing her too hard to comprehend. He buried his face in her hair, screams tearing through him as he took in her scent one last time, trying to imprint every last detail of her into his mind. He pulled away, taking in her appearance and becoming sicker than before. Lifeless eyes gazed to the heavens, blonde hair splayed out around her, her blood smeared across her face from his hands. Her shirt sopping and stained, the wounds still fresh and dripping. He gripped his hair roughly, trying to bite back the screams as his eyes stung, sharp teeth biting through his lip in his attempt. His hands fell limply before him, palms mocking him as he stared listlessly at them, glistening as red as his eyes. He couldn't help the hysterical chuckle that escaped him; her blood streaking through his hair and down his face, making him look every bit the demon he had always been accused of being. He tilted his head back, eyes trained on the sky as if he were searching for her soul to pluck from the stars and hold close.

"I love you… I will find you, I swear," he muttered, gulping down the rest of his emotions and putting them under lock and key. He scooped her up in his arms, refusing to look down as he stood with a grunt. His resolve now strengthened by the prospect of finding her once again, he carried her out of the shoddy building and towards the heart of the battle, refusing to look back ever again.