Maka watched numbly as the boy in front of her collapsed backwards, taking her down with him. Stark white hair brushed her face as blood splattered across the cobblestones. "Who-Who are you?" she gasped.

As the witch advanced towards them, sword at ready, Maka scrambled up shakily, magic sputtering out of her hands to swirl around them protectively, sparkingly lazily as she tried to wrest it into something useful. The witch swung her blade, despite being too far away for it to connect. The air shimmered red and rippled towards Maka, her hazy magic rising to try to absorb it.

Suddenly, the ground started shaking and a wall of stone erupted in front of the pair, cracking under the brunt of the witch's magic. She whirled around to glare at Maka's savior, the movement copied by the younger witch when Maka realized what had happened. To her shock, Stein stood at the end of the street, hands pressed to the ground as he coldly glared at the attacker. The witch immediately turned her wrath on him, sending five waves of magic at the alchemist.

A cry ripped itself from Maka's throat as she saw Stein clap his hands together and nothing happened, thinking she was about to see him burned alive. Instead, the very air seemed to solidify into an invisible shield, for the magic rammed into it with thunderous crash, sloughing off the barrier like water. The cobblestones sizzled away from where the magic touched it, steam swirling in the chilly night wind.

She turned back to the boy and gripped him under the shoulders, straining to drag him away from the witch before her attention returned to them. Ignoring the way his face twisted and the blood spilling onto the road, the witch pulled him into a side alley and pulled off her coat. Wincing at the sheer amount of scarlet blood everywhere, Maka pressed the cloth against the cut. With a growl of frustration, she covered him with her coat, pulling it tight over his chest to try and keep the blood in.

Maka moved to the edge of the alley as there didn't seem to be anything else she could do for the boy, and she would be in a better position to help knowing what was going on, biting her lip with worry when she saw the brutality of the battle. Stein had transmuted spikes from the ground and walls, the stone and iron points shooting towards the blonde witch. She dodged, barely, leaping into the air, seeming to hang suspended for a moment in front of the moon before falling back down to Earth. The witch whipped her arm out, drawing Maka's attention to her tattoos. Black spots in the overall form of a snake twisted around her bicep, stretching down to the underside of her forearm. They lifted off her skin, sliding down and dripping off her wrist until all the spots were coiled on the ground languidly. Sparks flew from Stein's hands as he summoned more points from the ground in an attempt to spear it.

The snake was lightning fast and slinked towards the doctor between the rising spikes. As it leapt towards him, he pulled back, fingers grazing the lamppost beside him and sending it crashing down as a wickedly sharp sword appeared in Stein's hands. With a desperate swing of a former expert, Stein managed to nick the snake, earning a furious hiss and an indignant, pained shout from the witch.

The snake coiled around itself, seeming to grow with rage before lunging at Stein. He swung again, slicing it in half. Strangely, the witch grinned when black ink rained down around Stein, even as tears of pain soaked her collar. After a second, Stein moaned in agony, scrambling to take off his poisoned lab coat, even though acidic black ink had already eaten through it.

Maka's eyes widened when she saw a black haze taking over his eyes, a stark contrast to Stein's pale skin. As the snake witch smirked at him, Maka tried to summon her magic again, biting down a groan when she saw it only sputter weakly around her fingers.

Glancing back at the boy on the ground, Maka lunged at the witch as she drew closer. They tumbled onto the cobblestones, the older woman's palms sparking with electricity. Maka scrambled back, throwing her hand out, fingers splayed, magic shooting towards the other witch and stunning her with its brightness for a moment.

Stein took the opportunity and stone coils reached up from the ground like snakes, coiling around the witch so tightly she couldn't budge an inch. Stein stuffed a wad of cloth from his pocket in her mouth as he passed her, muffling her incantation. After gently pulling Maka to her feet, the alchemist rushed towards the alley, the girl right on his heels.

Lifting up Maka's jacket, Stein examined the wound clinically, brow wrinkling almost instantly. Maka's stomach churned as the alchemist picked him up and moved back into the dimly lit street, ignoring the widening ruptures in the ground that hadn't been there before. Bone hands reached out of them, pulling skeletons up into the street after them. "Those are Lord Death's men, don't worry about it," he tossed over his shoulder. Maka's eyes widened at the blood soaking Stein's shirt as he ran.

Time passed slowly, the winding streets seemingly endless until suddenly, Stein was shouldering open the back door to the bakery, disappearing into the shadows swathing the basement stairs. As Marie's soul-warming hug squeezed Maka's bones, she continued to stare after Stein, the wounded boy's grimace replaying itself in her mind again and again. Marie led Maka over to a chair by the table, supporting the witch as her feet stumbling over nothing, bowls set up for breakfast like normal, like nothing had happened, like the sky hadn't been painted red that night.

One thought amidst the hurricane in her head stuck out in the forefront, sending tears leaking from her eyes as Maka began to gasp and sob into Marie's ever tightening embrace, its implications more painful than any bruise.

Soul was gone.