As always, happy reading.

"SOUL!" Maka's scream was cut off as Kid caught her, cursing quietly under his breath. She clung to him as he regained his balance, then helped her place her feet on Beezlebub. As he rose back up into the air, they watched the creature sink it's pincers into the side of the building to slow its fall. It knocked off another spire and crashed through one of the candles before landing in the courtyard. Dust clouds rose up everywhere, making it difficult to see the damage.

"Soul!" Maka cried out again.

"Calm down, Maka," Kid said, firmly holding her still. "I'm sure he's alright. Just breath." As she focused on her breathing, she vaguely heard him mumble about the ruined symmetry of the school.

Tears filled Maka's eyes making it even more difficult to see. The large creature had landed on top of many of the smaller ones, causing them to hiss and skitter. A shout drew their attention and they watched as Black*Star squirmed his way out from under the larger body.

"KID! MAKA! If you need help, all you have to do is ask! A big star like me can handle these little guys all day, but I'm more than willing to take out this big bad if you're having problems!"

Kid lowered himself as he shot the smaller scorpions that moved to attack Black*Star once the larger one had righted itself. "Maka, I have to put you down so I can help Black*Star. Can you see where Soul landed?"

Maka wiped the tears from her eyes as she tried to see through the clouds that were still settling. "No… no I can't- wait! There he is!" Just below the roof where they'd initially fallen, Soul was hanging, one bladed arm stuck into the wall holding him up. He had blood soaking through his sleeve, but otherwise looked okay as he tried to pull himself through the window he was hanging next to, the sounds of coughing finally reaching their ears. "Soul!"

He only glanced up for a moment as Kid flew closer. "Maka, can you guys make it down if I get you to the window?" Below them, Black*Star had begun to fight the witch as well as her minions. With the witch's involvement, he'd been forced to abandon any offensive moves in favor of dodging the many attacks being focused his way. Despite her eyes following Kid and Maka, the witch's two tails had begun to attack their companion, moving much faster than those of her army.

"Yeah, we'll figure it out." Maka hopped into the window as Kid hovered near it.

"About time," Soul grumbled as he took her hand and fully transformed.

"Let's stick with the original attack," Kid said before he began to fly away.

"You got it!" Maka yelled as she moved into the room. They were in a classroom, and as soon as they made it to the hallway, she knew just which way to go. Maka moved quickly through the building, her focus entirely on the witch waiting outside. She wasn't going to fail again- she was getting that witch's soul.


Black*Star barely dodged another attack from the witch as he used the shadows he controlled to throw two more scorpions towards the stairs. They landed at the top and began to roll, knocking more of their brethren down as they fell. "Hey guys! You planning on helping any time soon?" he hollered, just before shots began to rain down around him.

"Sorry," Kid called as he landed next to his teammate. "Soul got knocked off the roof by the witch so I had to get Maka back up to him."

"What's the plan here? I can't seem to cut the big one." Black*Star dodged again, trying once more to cut at the tail that landed next to him, but none of Tsubaki's blades had been able to even scratch its armor yet.

"Leave it to Maka," Kid answered, dodging the other tail. "Just keep her attention for now."

"Ha! Keep her attention? That's rich!" He spun in a circle, knocking a few more of the scorpions over the edge of the courtyard. "There's no one alive who can take the spotlight off me!"

As they continued to fend off the smaller scorpions, the witch adjusted her stance slightly so that she could watch the fight, her tails still striking at a blurring pace. When Kid was briefly pinned, she struck with her tail, the green ooze sizzling as it ate through the ground next to him. "Damn it! Black*Star, don't let her tails touch you! That stuff is corrosive!" Both of them bounced back as the second tail landed hard next to them, crushing one of her own minions.

Maka watched from the door, just as Soul had done before, waiting for her oppotunity. "Well, what are we gonna do?" Soul asked as he watched with her. "From here, she'll see us coming."

"I know, Soul." She cringed as she watched the witch's injured tail swing out and knock Black*Star to the ground. When she moved to lean away from the wall to see more of the fight, she suddenly gasped out loud and dropped to her knees. Soul transformed in the blink of an eye to drop to her side.

"What's wrong?"

Maka drug in painful breaths as she slowly rotated her torso to find a more comfortable position to breathe in. "I think I may have broken a rib or two when she slammed me into the courtyard. It didn't hurt this bad before. It must have been cracked before and I just moved funny."

"Maka, if you can't fight, I can go out there by myself. If your ribs are broken, they could puncture your lung. Just let me go-"

Maka grabbed his arm and squeezed. "No," she growled. "Your body isn't fully recovered yet. What if this form isn't used to the movements you learned during your solo training? If you mess up even once you could die." She took a deep breath, ignoring the pain. "I can do this. I don't want to risk you getting hurt again."

"Maka, don't make me do the 'weapon protects the meister' spiel again. If you're injured, you're just as likely to mess up as I am. Even if my body isn't fully recovered, I still remember how to fight on my own. I can handle it!"

Maka shook her head again, trying to stand. "I'm not risking it."

"Maka, would you just listen to me for once?" Soul grabbed her face and pulled it to his. "I got hurt, big deal, it happens all the time. Same for you. Same for all of us!" He glanced over her shoulder towards the door, making sure the noise from the battle was loud enough to cover their shouts. "We're partners, remember? Which means we help the other whenever they need it. We also trust each other, right? So can you just take care of your damn self for once and just trust me to handle this?"

Maka's eyes began to water as she stared into Soul's fierce crimson eyes. "Of course I trust you, you idiot. I just don't like the idea of you fighting alone. I'm the meister, I'm supposed to fight with you." He sighed before letting go of her face. She grabbed his hand before he could move away. "Fine! I get it, I'm being stubborn. I'm going to help though. I refuse to just sit here."

Soul rubbed his free hand over his face, grumbling. "You got a plan, then?"

Maka looked outside and watched the fight for a moment. "I think so, but I'm going to need you to help me get back up to the roof." She smiled as Soul helped her to her feet, wheezing slightly as she tried to breathe through the pain. "I think I have just the thing."


"Death Canon!" Kid fired off a shot, clearing out another large chunk of the scorpions as Black*Star sent another half dozen flying nearby. They continued to duck and weave, beating back the numerous scorpions while avoiding attacks from the witch.

"Hey, Kid, is something gonna happen some time soon, 'cause this is getting real boring."

"I told you, Black*Star, we have a plan."

"What exactly is th- what the hell?" Black*Star jumped and landed on one of the scorpions, driving Tsubaki's blade into to to keep his balance. "What's Maka doing up on the roof?"

"What?!" Kid turned around to find Maka standing on top of the roof, clinging to a metal beam that had poked through. How is this part of the plan? Kid turned to shoot another one dead before looking up again. Where is Soul?

"Orsch, you lied to me!" Maka's scream managed to momentarily stop all of the fighting. Black*Star and Kid, back to back now, looked up at their friend, surprised. The witch looked up, tails momentarily still, her army as frozen as she. Maka's shoulders drooped, tears falling in rivers down her face. "You said he fixed it, and you lied to me!"

"You mean Soul isn't better?" Black*Star shouted.

"He was," Maka responded, then glared at their opponent. "He's not anymore. He's no longer aging backwards, but now he's… he's…" She choked as she sobbed out loud. "He's dying!"

Kid and Black*Star both took a step towards her before they were forced back by the witch's tail. She turned back towards the school to fully face Maka, her tails and her army moving once more to force her teammates away. The witch climbed partially onto the building, her pincers holding her up so she could see Maka, who glared back.

"You told me he was fixed! He's not fixed, it's worse now! Soul's aging much more quickly than he was regressing. When I left him, he was old and gray and could barely move! He couldn't even transform anymore! You said you fixed it and you lied to me! I thought you were so sure about your damn spell, so sure you knew how it would affect him and you were wrong!" Maka let herself fall onto her butt as she let out another sob. "Please, fix him. Please. I will do whatever you want just please don't make me lose my partner!"

There was a blast of sand and heat that swirled around the courtyard. Black*Star anchored himself and Kid with his shadows as many of the scorpions they had been fighting were flung from the courtyard. When everything settled down, Orsch was back to her human form, a thoughtful expression on her face. She was holding herself up by her tails on top of a pile of rubble, her body floating high enough she could see Maka.

"Scor scorpio, scor scorpion. Sand Wall." Orsch created a wall of sand behind her, closing herself and Maka off from her friends. "He's aging forward now?" she asked.

"Yes," Maka answered, wrapping her arms around herself so she could breathe more easily. "He's getting old and he's going to die if you don't fix him."

"And you'd do anything to get me to fix him?"

"Yes," she choked out.

"You know that what I want is help in eliminating the little Shinigami."

Maka seemed to think about her response before whispering, "He's worth it."

Orsch leaned back a little, her eyebrows shooting up towards her hairline. "I can't say I expected that."

"Did you expect this?" a voice asked a moment before a large blade pierced through her stomach, sending blood flying.

The witch gasped, but Soul was already finishing the swing, cutting her in half. The sand wall behind him disappeared just as her body did, leaving behind the glowing purple soul. All around them, a high keening sound assaulted their ears for a moment, then suddenly stopped as the scorpions around them shrunk and began to skitter away.

Soul stood, a grin on his face as Kid and Black*Star ran to his side. His grin vanished when he looked up at the roof where Maka had laid down.

"Nicely done, Soul," Kid said as Patty and Liz transformed.

"I could've done better," Black*Star said, "but at least she's finally gone." Tsubaki transformed as well, a worried look on her face as she also looked up at Maka.

"Is she alright?" Tsubaki asked.

"She will be." Soul took a running leap off the pile of rubble they were on and landed on the roof. "Can you guys go get Nygus or Stein? You can get to the roof from the Full Moon classroom."

"Black*Star will go find them," Kid said. "Liz, Patty and I have some work to do." Kid carefully grabbed the witch's soul as the group went inside.

Soul climbed the roof until he could sit next to his partner, who was breathing very slowly. Worried, he leaned over her. "Maka, are you okay?"

"Not really," she whispered. "It's easier to breathe if I do it slowly though."

"Black*Star and Tsubaki are going to find Nygus or the crazy professor."

Maka chuckled, making the pain spike. "Guess I'll be out here a while then. I don't think I should move until one of them gets here."

"Probably a good idea." Soul studied her face for a while as they sat there in silence. "How did you know that would work?" he asked eventually.

"When I spoke to her earlier, she was very interested in her experiment. She was convinced she knew exactly how the spell would work, even if there was one side effect that she couldn't get rid of. I was pretty sure if I could convince her that you were dying because of something she didn't know the spell did, she'd be interested enough to stop fighting to figure out what was going on. And I was right."

"You were pretty convincing," Soul said, leaning back on his hands. The one closest to Maka settled next to her hand, so she moved it so her fingers were on top of his.

"I've had some experience with those situations," she said, her voice hoarse. Carefully, she raised her free hand to wipe tears from her cheeks. "I think I need a break from them."

"You and me both," he said. He squeezed his fingers gently around the ones that had settled between his. "Kid's been pretty busy lately. What do you say we convince him to bring your father back here for a visit so the seven of us can take some time off?"

Maka opened her eyes and studied his profile. "I meant a break from the near death experiences."

"I know what you meant," he replied, turning to look at her. "However, I think we could all use a break in general. We've all been pretty stressed recently. It would be good for all of us to take some time off. Besides, this is the longest break we've ever had from seeing Black*Star and I kinda miss the idiot."

Maka laughed, immediately regretting the action as pain raced through her chest. "Ugh, okay." Soul smiled and then laid down next to her, flipping his hand so that their palms came together and he could hold her hand.

"You know, I meant what I said," she murmured.

"What do you mean?"

"That you were worth it. I'd do anything I could to save you." She didn't meet his gaze when he turned her way, and he didn't say anything else, just studied her for a while before turning to stare above them again.

They watched the clouds float overhead, listening as the city slowly came back to life. They could hear students beginning to come back to the school, marveling at the damage done to the building. Every now and then, Soul or Maka would squeeze the other's hand as they waited. Maka smiled to herself, despite the pain and the discomfort that she felt, as they took in the sky above them, relaxed for the first time in what she felt was too long.

Don't worry guys, this isn't quite the end. I can't finish without explaining what those pesky witches have been up to, now can I?