Things went from bad to worse in a matter of seconds. The witch reeled back in surprise, his stance and fireballs dissipating in an instant. He peered dumbly at the girl shouting at him in stunned silence, his normally wicked grin gone only replaced by an awkwardly forced smile.

"Heyyyyyyy." He said, backing up a little from the upset girl. "Long time, no see!"

Kim responded by shooting out a bolt of fire, clearly not in a gaming mood. The witch rolled away quickly, hopping to his feet and holding his hands up in surrender. He looked helplessly at the rest of the group as Kim continued to rage.

"I saw you die, you bastard!" she screamed, shooting another burst of fire in his direction. Instead of dodging, the witch held out a hand and halted the flames, causing a sheet of sparks to splay out around him. The witch calmly shrugged it off.

"I got better." He said innocently, trying to resume his normal snarky character. Kim was not having any of it. the witch was able to duck as another flame shot at him, doing his best to avoid violent confrontation no matter how hard Kim made it for him. with one smooth motion, the witch ducked under another blast and brought himself to a standing position barely a foot away, reaching out he took both her wrists in his hands. Kim resisted but was unable to break free from his iron-clad grip.

"Listen, I'm not going to hurt anyo-" was all the witch managed to say before taking a knee blow directly to the crotch. He crumpled into a heap, wheezing for air as Kim stood above him, now with a definite upper-hand.

"I've heard that before from your kind!" She spat, pushing him over with a foot. the groaning witch reached up to protect himself too late and found himself staring up at a flaming lamp with a foot pressing his neck to the ground.

"Just listen to me for a second!" he pleaded, trying to get through to her. Kim shook her head, her eyes filled with a fiery rage.

"I'll do the job myself this time, you son-of-a-bitch!" She shouted. Things happened fast. In a split-second, the witch's eyes went from pleading boy to hardened fighter, burning with a deadly passion. His hand reached up swiftly, gripping the girl's heel while it kept its motion, dragging the foot that kept him to the ground away from his neck. Kim reacted fast, but clearly not fast enough for the witch. he popped up with astounding speed at Kim, swinging his body around the blast of fire that ignited the patch of ground behind him. His hands were blurs as they quickly disabled and cut-off the girl's possible retaliations. his first priority was the lantern, his hand quickly gripped her forearm and twisted violently, sending the weapon out of the girls hand as she gasped from both surprise and momentary pain. His free hand dropped to his side and blocked her reactionary kick, taking it in stride as his arm coiled around the unprotected appendage, with the back of her knee making contact with the bend in his arm. he released her wrist as he twirled around, his speed inhuman as he positioned himself behind the confused girl. the hand that had held onto her wrist was now putting to use its iron-grip on the back of her neck. slamming the meister forward, the two made contact with a sickening thud that knocked the air out of Kim's lungs. She lay on the ground, under the witch's pressure, gasping like a fish out of water.

"Just shut up and listen, idiot!" He howled as he held her face to the pavement. she squirmed spitefully with her arms pinned under her own body, though it was no use. "I have no intention of being a problem, I can leave if you want. But first, just hear me out."

"He's right." Maka said, sure of herself as she separated herself from the group. The witch looked up hopefully, loosening his grip on the restrained meister. The girl slowly stood up, holding her hand against her chest.

"You're paying for my dry-cleaning." She breathed at the witch, still doing her best to take deep breaths. She looked to Maka expectantly.

"For what's coming, we're going to need all the help that we can get." Maka said, doing her best to sound confident even though it still disturbed her. If Buddy was right, Death City was in major danger. the fact that it was occurring so near to the end of their last struggle made the matter ever more pressing. The witch nodded along, happy to have some form of back-up in the situation, until he fully comprehended her words.

"Wait. How do you know tha-" He asked inquisitively, as he risked a glance at Maka. Suddenly, the pieces fit together for him, his anger boiling back to the surface.

"BUDDY!"

Buddy peeked out from behind a pair of large meisters, his hiding place quickly found by the fuming witch. Suddenly unconcerned with the situation, the witch marched up to the two massive meisters, plowing them out of his way with ease as he advanced on the terrified homunculus.

"What did you do?" He asked, his voice dangerously even. Buddy stood his ground as the witch stopped inches away from him.

"What I had to. If you had it your way, they wouldn't know until it was too late!" He said back passionately, trying to defend himself. The witch shook his head in disbelief.

"What's my one rule?" He said, his voice shaking and raising at the same time. Buddy glanced away sheepishly, trying to find a place to hide. "What is my one rule, Buddy!"

"Don't tell anyone." Buddy squeaked, shrinking away from the furious witch.

"Do you know why?" the witch asked, his voice once again taking on a dangerously even tone.

"For their own good." Buddy said quietly.

"That's right. For their own good, you've seen what happens when that secret doesn't stay secret." The witch said, making Buddy visibly wince at the thought. Buddy nodded, but his resolve returned slightly.

"There are more this time, skilled even! If we just tried..." Buddy said, his words dying in his throat as he saw the look on the witch's face.

"With what time? With what army? Them?" He asked, actually laughing at the last question. "Their skilled, but there are not near enough to handle... it."

Buddy's head dropped in defeat, surrendering his argument. The witch's brain churned with an idea - any idea- that could help. he was aware of the fact he was being stared at but that was not of importance, they could worry later. There was really only one chance of undoing the harm they caused, it was unlikely to work but it was better than nothing. he made up his mind, it wasn't going to be smooth or easy, in fact his plan included quite the opposite. With a regretful sigh, the witch snapped his fingers, causing explosions to rattle the courtyard as smoke coiled into the air. The surprised meisters coughed and gasped, both at the smoke clogging their lungs and the witch's actions. when the sulfuric cloud finally dissipated, the witch and Buddy were gone. Kim snarled angrily, completely out of her usual character.

"Figures." She finally said, the bitterness in her voice was total and unforgiving. Maka shook her head, the witch was either completely bipolar, completely insane, or both. She had been sure that they had made some progress with the witch; after what Buddy had said, she had hoped that they could've recruited him. now, all they had was a vague concept of what was to come, and no idea how to with it.


Buddy wasn't happy, but that was to be expected.

"Two times!" He continued his rant, "Two time in one week you knock me out to get out of a place that could actually protect us!"

The witch shook his head as he scoffed at the notion, like he could ever find any sort of long term safety. no, it has always been better to rest for a moment then leave, never anything more. doing so would mean interacting with people and interacting with people lead to... connections. loose ends. he berated himself mentally as he continued to trudge through the ever-shifting landscape of sand and stone. never connections, never acquaintances, never friends, only loose ends that were bound to get tied, one way or another.

"Leave it, Buddy!" He called back as he continued up the slope, shouldering his own bag. luckily, he had remembered to take it with him when he snatched up Buddy. He had been lucky... kind of. He had been able to make it out of the city, not only alive, but without any real injury. He silently hoped that that was an omen of good things to come, or at least not terrible things.

The city was not in sight anymore, a small relief. with it somewhat remote, the likelihood of either of them turning around and running back was cut significantly. Buddy fumed on, not deterred by the witch's very apparent unhappiness.

"They have no idea what they're up against!" He called up, his footing failing for a moment, causing him to shudder to a stop and kneel for a moment. The witch turned around and offered him a hand that Buddy took begrudgingly.

"To be fair, we don't know what we're up against." He said softly, shocking Buddy with the honest transparency. The witch quickly threw on his shell, even Buddy had to be kept at some distance, for his own good. "Now forget it, we need to keep moving."

against his own command, he vaguely wondered what was happening back in the city, but shook it off quickly.

Just another place you cannot return, a place of unfinished business and regret. He thought unhappily as he continued his slow march away from a place now much too far away, both physically and emotionally.


Soul offered Maka a mug of coffee while they sat in their apartment, waiting for Kim to contribute the information they knew about the witch. Maka couldn't ignore the fact that they sat in the same spots they did that morning (minus Tsubaki and Black*Star, who had hung back to clean up), when they still thought they understood at least a little bit about the witch. Kim took a shuddering breath, still partially shaken up by the afternoons events. She gratefully accepted the other mug from soul who returned to his place at Maka's side. Maka sipped at her drink in thought, she had already mulled over some ideas with Kid, trying to guess at the reasons for the witch's extended stay. They mostly discussed to topics were why the witch had stayed around so long and why they had given him so much leeway? Kim had helped them with the second question, explaining that the witch was able to influence thoughts, at least partially, and must have been actively doing so to keep them complacent about his presence. The first question remained though, what was his purpose for staying? They were hoping that by learning more about him, they could make a better guess at the reason being his actions.

Kim continued to sit awkwardly, staring into her coffee as she contemplated her options. Maka knew the look on her face, it was a universal look that always pointed to significant decisions. Pushing her wouldn't give them any worthwhile information, and it could most likely ruin their friendship, so they continued to sit in silence.

"I'm not really supposed to tell you most of what I'm about to." Kim said quietly as she stared into her coffee. she took a tentative sip, sighing after swallowing the comforting, warm liquid. "He's dangerous, but I'm sure you've already figure that out."

She set the cup down on the table. with a audible exhale of breath, she clasped her hands together, peering over the locked digits at her drink.

"He's a criminal, at least he is in the witch realm, though i can't tell you much on his activities here." She continued, her awkwardness slowly fading away. "I can't tell you why he's a criminal in the witch realm, that is confidential. I can tell you that he can't be trusted, everything he says is part of a game, everything he does has an angle meant to benefit him. Too really know what he's up to, you're going to have to tell me what he told you, what he did, anything, everything, even the most trivial thing can be significant."

It took a couple hours, but by the end of the talk they had managed to recount the entirety of the past week. Kim shook her head in distaste at parts.

"Immature as always." She said finally, shaking her head. "But two of them? this is too much."

"Two? does this have anything to do with 'his kind'? what exactly is he?" Maka asked, worried about both the witch and Daren, for completely separate reasons. Kim shook her head as she toyed with the frays of a pillow.

"I can't tell you that, like I said it's confidential. Besides, you don't want to open that can of worms in the first place."

Soul rested his head against the wall, pissed that the witch had been able to manipulate them like that. He thought about their options at that point. They could chase down the witch, but to what end? They couldn't force him to help and what they were told might not even be accurate or possible in anyway at all. They could sit back and prepare, but that lead back to the same question of whether or not Buddy had been telling the truth about that. He groaned in frustration, the last thing that he wanted to do at the moment was sit around and discuss the fugitive while dancing around 'confidentiality', the sun was dipping lower in the sky and if they intended to go after the witch, it was now or never.

"Chase him? Stay? what do you think?" He asked Kim gruffly, hoping she had at least some insight on how to handle the situation. Kim stared out the window in contemplation before turning back to him.

"No point, he's a pro at vanishing into thin air, we wouldn't be able to find him, even if we had full daylight and if we were prepared for this in the first place." She said, her annoyance at the situation peeking through her calm mask. Soul nodded unhappily, if anything were to happen, they would need to prepare.

Maka was the first to bring notice to the matter, she had called a school-wide meeting before they had left with Kim. It was supposed to begin in a couple hours, maybe enough time for more of the upper-level meisters and weapons to grasp the possible danger of the situation. If it existed at least.

Even if no real threat existed, it couldn't hurt to get the students into the mindset of teamwork.


"Oh my god." The witch breathed under his breath, peeking out with Buddy over the sand dune at the shifting black mass. "How did they know so fast? How did they get here so quickly?"

Buddy was visibly shaking and the witch's voice countered the sentiment. it was a damn army, definitely not what they had been expecting.

"Didn't work." The witch whimpered, disappointed that his removal from the city had not altered the direction of the horde. "Stay low, if we're lucky we might be able to sneak around."

Buddy looked up for the first time since they spotted the army. His face shrouded in a mask of anger and confusion.

"You mean we'll just leave? What about all the people back in the city?" Buddy hissed at him, his arm sweeping vaguely in the direction of the city.

"Look at them Buddy! Just look! What difference could we possibly make?" He hissed back, his body giving into the primal sense of fear as he began to quiver.

"Enough!" Buddy replied, his voice growing louder, regardless of the festering swarm so close to them. "How can we sit back when there's a chance we can help?"

The witch slammed his head into the sand in front of him, trying to think of a way to reason around Buddy's irrepressible need to help others. Their safety didn't really mean anything apparently, and in reality he knew they could make a huge difference. A small part of him encouraged him to go with Buddy, to stop this threat and earn himself some breathing room, but the majority of him screamed to run at the top of their imaginary lungs.

"Don't throw your life away Buddy. Run away, survive, we aren't responsible for everyone." The witch rationalized, mostly for Buddy but partially for himself. If they were lucky, they could slip around the horde and get out with their lives, probably.

"And then what? Keep running, Keep hiding, Keep getting left behind because you want to 'protect me' too? what the hell did they do to you to make you so damn scared?" Buddy snapped, peeling himself away from the vantage point to make his way down the dune. The witch hurriedly got up as well, tripping as he tried to keep pace with the determined homunculus.

"You know damn well why!" The witch seethed as he glanced back at the peak, paranoid that one of the monstrous shadows had managed to get to their position already.

"Yes, I did manage to find out how they got to you. Through your old acquaintances and forgotten contacts, most of whom, by the way, think you're dead. Let me guess, it was 'for their own good' or is it 'to protect them' this time?" Buddy said calmly, no longer in fear of the witch's rage. The witch began to panic, this time Buddy was going to get himself killed, and no matter how he pleaded, he wouldn't listen.

"You don't understand! No one from back then understands what that situation really was!" He said, stumbling through shifting stand to keep up with Buddy's feverish pace.

"I think everyone understands enough." Buddy said coldly, shaking his head at the witch's obvious pleas, "You let someone in, you let them get close to you, and then you got hurt. So what? Just because you got hurt once you can't let anyone else in anymore, you have to resort to isolating yourself?"

Buddy had any time to react as the witch spun him around, slamming his body violently to the ground. Buddy was ready to see a fierce, aggressive witch, preparing himself to strike back. He wasn't ready for what he actually saw.

A scared, shaking boy was all that met his eyes, his arms weakly pinning his to the ground. His eyes were watery, threatening to spill actual tears for the first time since Buddy met him.

"No one understands! I never told them!" He gasped through his shuddering breaths, "They didn't hurt them, Buddy! They Killed them! Slaughtered them! They made me watch as they ripped them apart!"

By now tears were openly streaming down his face, his voice now quiet and shaking violently.

"Almost everyone I ever cared about, almost everyone that cared about me. They killed them, slowly and painfully, just to get to me. I can't... I..."

The witch peeled himself off of a shocked Buddy. The witch pressed his palms to his temples, trying to keep the images from rushing back, but to no avail. He tripped backward, the jolt of contact with the ground shaking him from what little control he had left yet. Images flooded his mind, some he didn't fully comprehend, some he was able to comprehend enough to regret ever seeing it in the first place. He must've been in his trance for some time, when he finally managed to fight his way back to sanity, tooth and nail, he found his tears had dried and Buddy standing over him in quiet contemplation.

"I can't lose you too." He said quietly, more for himself than Buddy. Buddy nodded, doing his best to understand the witch's sudden outburst of emotion.

"We can figure everything out later," Buddy said quietly, resting his hand on the witch's shoulder reassuringly as he turned to gaze toward the direction they had ventured from, "But for now."

The witch understood where it was going, his logic and reason had failed him, veiled by his own fears and terror. Buddy seemed more in control of himself, not much of a feat at the moment but the witch was willing to acknowledge it.

"They'll do the exact same thing to that city." Buddy nudged carefully, "Families and Friends, countless lives are there, under the impression of safety."

The witch nodded, barely half aware of his surroundings. He stood up shakily, struggling to stay on his feet. He physically shook himself to get out the last of the residual sadness and loathing, trying to piece himself back together.

"We'll be heroes if we pull this off." Buddy managed to say as he turned to run back to the city. The witch shook his head, a hint of distaste at his closest friend's enthusiasm over walking into a bloodbath. His head stubbornly shifted to look at his getaway route one last time; cursing below his breath, he turned and started following Buddy back to the city, pouring on the steam as he bounded over rocks and small dunes.

"If they let us live long enough to help." He whispered as he ran away from the setting sun.


Maka waited patiently while the senior meisters explained the situation as delicately as possible. Maka was mostly there, to her dismay, was only there to make sure what they were saying was accurate. The meeting had been going on for some time, mostly introductions for the newest recruits, but the sun had set and the only thing lighting the room was the series of candles, casting ominous shadows in the corners of the room. Nearly all the students had managed to make it to the meeting, with the few exceptions of those away on business or chronic skippers that didn't understand the gravity of the situation. Those that were there listened intently to some of the senior fighters, hanging on their every word.

There wasn't nearly enough room to house all the students in one lecture hall, so they had reluctantly resorted to splitting up into four different groups, her current group was filled with most of the highly skilled meisters and recruits that showed great promise. There group had already been decided as the powerhouse of the defense force, deigned to bear the brunt of the attack. Under the circumstances, the students were taking it all quite well.

Her father was talking now, doing his best to sound confident and constantly looking at her, whether it was to make sure that his information was right or taking comfort in the presence of his daughter, she couldn't be certain. There was a diagram of the city on the board, marking out key areas and possible zones for combat if it were to ever come to that. Maka noticed that most of the seasoned meisters headed the main gate, with only a few dispersed to assist the less experienced ones. Maka saw Kid, Black*Star, and herself on the frontlines, which suited her just fine; if she were to fight an oncoming wave of kishin, she prefered it be with people she trusted watching her back.

Both of the meisters in question took their seats next to her, being the few people that had spent really any time with the witch, they were now considered more important. Maka had originally scoffed at the idea, they didn't know anything more than they did, only the fact that the witch ate like a pig and had about the same manners of one.

Regardless of her own opinion, they were still held in some regard about the subject. Black*Star was itching to fight something, anything, at this point. After his short conflict with the witch, he was eager to fight more. Kid sat contemplating strategies he could apply later on, while Liz and Patti conversed quietly. Maka's attention was snapped back to the current situation when she heard her name called. She stood quickly, dusting her jacket off as she descended the stairs to the speaking platform. Soul shuffled along wordlessly behind her, his slouch and aloof attitude suddenly a relief; the more unattached he seemed, the more relaxed the kids became. When they did finally reach the platform, Maka strood to the center, preparing what she was going to say.

Everyone else had already informed the students about battle tactics, the need to cooperate, and the threat they faced, she couldn't think of much that was left for her. She was saved by the sound of the doors to the room shudder open. She turned to the sound, expecting it to be a late comer, but was greeted by a very nervous, very sweaty Buddy.

"Made it." He gasped, as he leaned against the door of the room. Half of the student body tensed, while the other half instinctively reached out for their weapons. In a split second, Buddy was facing down half of Shibusen. He raised his arms in surrender as his larger eye bugged out, scanning the entire room in a moment. "Wait, wait! I came to help!"

Part of maka wanted to believe him, but a vast majority now knew better to trust anything connected to the witch. Soul was in scythe form and resting in her hands instinctively, his soul bristling with annoyance and anger. Maka bent into an aggressive stance, prepared to slice the homunculus in half.

"Talk fast." She said, her last bit of mercy for the poor boy fading quickly. Buddy gulped nervously as he peered around the room again.

"There are... things coming this way. Somehow, they know what we've told you already." With that simple sentence, the entire room shifted uncomfortable; the meisters were still prepared to defend themselves, but they didn't want to eliminate someone with valuable information so quickly. "There is no way that they could've figured out that you heard about this... unless."

Buddy's eyes shot to the size of dinner plates as the puzzle pieces in his head sluggishly clicked into horrifying place.

"Shit."

With the lightly breathed curse, there was a mechanical click and hiss. green puffs billowed out from underneath rows of chairs, quickly spreading throughout the room. Maka didn't have time to react before her body became paralyzed by the verdant toxin. A low chuckle erupted from the doorway, slightly muffled by a gas mask covering their face. Out from the green mist strode one of the newest recruits, a bitter, rude person that was suspected in aggravating and threatening other students. The boy continued his devilish laugh as he strode forward, drawing a harsh, jagged looking knife from his belt.

"They told me it would be easy, but I didn't suspect you'd make it this easy." He mocked as he waved the blade around. Soul growled, sending vibrations through the shaft of the scythe. Maka stared daggers at the boy.

"Don't be like that. You should be thankful." The treacherous student said with false concern, "At least your deaths will be quick and painless, unlike the rest of this rotting city. They're paying me good for this; while the rest of the world falls into despair, I'll live like a king."

Maka's blood boiled at the arrogance and disrespect for life, how the hell did he get into the school in the first place? The boy smiled, tapping the tip of the blade with his finger. His demonic smile was both so similar to the witch's, and yet it was so different. The witch's smile was unsettling, but it hid something playful... relatively safe; but this boy... his smile was evil, filled with malice and a deep-seated hunger for carnage. The boy's smile only deepened with every move, every pitiful moan and groan of struggle from the trapped meisters.

"Such a shame to waste that pretty face." The boy murmured with false remorse, raising the dagger above his head to strike.

great, the last thoughts I'm going to have are of regretting that idiotic witch not being here, Maka thought as she helpless watch as the dagger fell.

There was a flash of light from the door behind the boy. with an unflattering grunt, the boy flew across the room, missing Maka by an inch, before crashing into the far wall.

"I swear, I leave for a couple hours and you guys fall to pieces." Said a familiar voice, slightly altered by the muffling of fabric. The witch emerged through the fog, his shirt drawn over his mouth and nose, but the gas was working its way into his system. He shot a cascade of fireballs at the wall, shattering the windows in the back row. His breathing became ragged as he urged the candles in the hall to grow more intense, heating up the surrounding area. The gas began to dissipate, blowing out through the open door and broken windows. Maka felt the feeling begin to dully come to life in her toes and fingers. She allowed herself some faith in the witch, going out of his way to help them was a step in the right direction. There were some sighs of relief and a handful of moans as people began to regain control of their bodies slowly. The witch stepped back, allowing the candles to finish the job as he walked over to Maka and Buddy.

"We're in trouble." He murmured briefly, his mouth succumbing to the nerve poison. His body was slow but his eyes were darting back in forth, electrified in attention and determination. In the dull hush of the room, the witch's gasp of air was clear and ragged. He crumpled to the ground in a heap, his breathing heavy and diminishing at an unsettling rate.

It took Maka a moment to notice the cause, the jagged dagger of the recruit. The witch struggled helplessly on the ground, his body completely inhibited by the toxins that he had unfortunately breathed too deeply with a knife sunk nearly to the hilt in his back. The blood of the witch began to ooze out of the wound, gurgling through the fabric and soaking into the ground. This time, the blood wasn't changing, there was no green flash or regeneration; instead, the boy lay on the ground, at the mercy of the traitor.

"You can say that again." The recruit said dangerously, blood dripping from the edges of his mask as he smiled through the crimson veil.


Writer Crap: New chapter, Fixed the spacing (thanks for the advice, you know who you are), will get onto the next chapter on the double.

Would've had it up sooner, but the plague fairy seemed extra generous to me over the weekend.

Thanks for reading.