The white, all-encompassing glare reached up high and clashed into the dissolving barrier. For all three observers of the event it put aside any notions of this new light being nothing more than simply light. Where the two forms of energy met, explosions resulted.

This left Spirit and Stein in slightly worse moods than they were already in. Despite the fact Death has successfully taken down the barrier, some of the lingering energy was still lingering around. Stein, had he not been preoccupied with trying to maneuver a giant bag of flammable gas through an exploding sky, would have loved to have the chance to examine the magic behind this barrier. Maybe he could convince Free to spend some time under the knife.

That is, if both parties survived their current situation. With a scream of pain that was a step above what Spirit usually gave out for minor injuries, Stein abandoned his post at the helm once again. He ran down to the lower deck to find the gun Spirit had been firing had been reduced to a hole in the hull. Spirit had been reduced to three limbs, his left leg probably vaporized with the rest of the weapon. Upon closer inspection, his chest is torn up pretty badly, possibly causing some serious lung damage. Stein quickly sizes up the injuries and holds his hand out.

"You'll last longer in weapon form." The stoic man says in his usual monotone. "We need to get off this ship."

Spirit squints his eyes shut and lets out a hiss of pain as he forms a slightly-too-short scythe and lands in his longtime meister's hands. "So how are we going to land this?" He says through their joined telepathy, which was a lot easier than talking in human form was.

"We aren't. Landing would take too much time. We need to get off this ship as soon as we can."

Spirit shudders. He has too good an imagination to be being told thing like that. He hopes that Stein will at least locate a parachute.

Stein had decided to ignore his partner's unvoiced complaints and rushed up to the steering room. There, he started flipping several levers and spinning dials. The dying airship responds sluggishly, its nose gradually pointing in the desired direction. Spirit looks at the former DWMA, lined up with the big spike down the center of the glass that indicated straight ahead. He briefly wondered why they were heading in that direction, but his answer came as Stein pushed one more lever forward and the giant balloon craft started to pick up speed. On the current course, the balloon would hit one of the candles that were mounted on the outside of the building.

Oh, right. Candles. For some reason, they are still burning, and if this damaged dirigible crashed into it, there might be less DWMA to push through.

There might also be less people there to mount an offensive, if Stein didn't have a plan to get clear of the blast. Another explosion as the white energy reacted with the remnants of the green barrier. The glow from below had seemed to be attracted to the green energy while it was still present, but now it seemed to be pooling around like mist.

Stein starts running down the steps to the lower decks again and arrives in the hole the black blood monsters had appeared from. Outside, the white mist had begun to rise to the lowest rooftops. Stein hauled himself halfway out of the hull breach, looked left and right as if crossing the street, and jumped.

Much to Spirit's dismay, there was no parachute. There was, however, a building less than 30 feet below them, so no significant harm was done to either party. Stein frowns and leaps down several crumbling staircases to the level of the white fog. To Spirit's chagrin, he dips his hand into the mist and inhales it.

"Stein! That might be poisonous!"

"Relax. It's nothing harmful to us." Stein sneezes, some of the smoky substance coming out in two streams. "If this is what I think it is, we may have just won the battle here."

"Huh? What is it?"

"It's Death's aura. He uses it for low level suppression. It has a corrosive effect on only those he deems as enemies."

"That seems like something that would have come in handy several times before." Spirit grumbles.

"It does have a major downside or two though." Stein turns and heads for the roofs.

"What would those be?"

"It isn't too discriminatory. From what I have heard, Death selects a feature of the target and chooses that as the basis for the mist to work. Something like, 'black blood' might be a good starting point in this battle."

Spirit catches on quickly. "So that means that Soul is in danger if Death chase black blood as the phrase."

Stein nods. "It isn't likely. Something better would those without souls."

"And what would the other drawback be?"

"It isn't easy to get rid of. Unlike most mist, air currents don't effect it. It needs to be lured out by a large magical source and let to dissipate at its own pace. It's not idea for cities in the regard."

Spirit's inner self sets his teeth into a hostile smile. "Looks like we have an advantage then."

That's when Stein bends over and starts coughing up blood.

(O.O)
VVV

Back down on solid ground, Kid was having a very fun time with BREW.

By "fun," he meant that the box was driving him mad.

His wish, his greatest wish, was to become as powerful as his father. While that seems nice, the sheer power that had flown through his form was unable to be contained by the three Sanzu lines. Maybe if he had slowly grown used to the power, increasing it gradually until his form could contain the power he wouldn't be leaking raw power everywhere.

The pain he felt, both from the power inside of him and from the misty power outside of his form, as well as the twin weapons in his grasp screaming as the fog tarnished their metal frames as his eyes watched.

Kid wrenches his hands away from the cube, but the damage is done. The power continues to flow into his form from somewhere and pour out through his hands. He leaps up to a nearby rooftop and drops the Thompson sisters on the ground beside him. Both girls revert to human form, but as soon as they are out, Patty collapses and Liz stumbles a bit. Quite a lot of blood was dripping down their forms.

"K-Kid." Liz starts. "You need t-to stop it."

Kid grimaces. "I know that. Get Patty and get to high ground. Try to signal the others to get up as high as possible. It looks like I screwed up." He says in his normal flat demeanor. Liz had known him long enough to see the ever so slight trace of anger at his own foolishness that he was currently attempting to cover up.

Liz nods and grabs her sister, losing her footing and almost collapsing herself as her shoe skids across some small round debris left from the ever crumbling structures.

Kid continues to look down at the mist below, the flow from his hands drifting down to meet the blanket of white below. Thankfully, he could feel that the massive burst that had happened when he first activated the cube had slowed down to a steady leak. He quickly did some complicated calculations in his head and figured he had probably blanketed the entire southern side of Death City in the mist. At least rooftop travel was still feasible. Although, if the mist continues to spread outwards that would mean that eventually the entire street level of Death City would be unusable. At least there wasn't a wall around the city, so Kid realizes that if he could shut off the flow from himself then the mist would eventually become an extremely thin layer on the ground as it spread out to the vast wastes around Death City.

The problem would be controlling this newfound power. He was already full to bursting with power, or else the mist would be pooling up inside him, filling up his reserves. What was coming out was the overflow. The only way Kid can think of to get rid of the energy was to use it.

An idea springs to mind and his face is set into a determined look.

(O.O)
VVV

Tsubaki and Cooper only hung around watching the bright light that dulled into a thick mist for a few seconds before their training caught up with them and they bolted from the approaching cloud. After only a few strides, Tsubaki leaps into Cooper's arms and turns into her twin scythe form.

Cooper's newfound power was turning out to have a very nice side benefit. His reaction speed and intelligence had both gotten a massive boost as well, and suddenly he could see paths up the buildings. He took a literal flying leap that carried the pair up to the roof of a one story building that was about fifty feet away.

Both pause and watch as the white wave flows through the streets, finding every alley and filling it.

"Looks like something bad happened." Cooper notes gruffly. "Want to go back and check?"

"No, we should had forward. We need to get to the DWMA as soon as possible. They might even be causing this."

Cooper shrugs, the chains rattling around his shoulders. "Let's go then." He turns and continues to make prodigious leaps, ones that let him outpace the rapidly expanding mist easily. Once he managed to get ahead of the wave of fog, he dropped back down to street level. He recognized this area, having walked it a lot as a student. Two more corners and he would be facing the long road that ends in the steps to the DWMA. The massive staircase that had defeated many new students to the academy.

Once around those two corners, he found that the path wasn't exactly clear. It was surprisingly free of rubble, despite the buildings that had lined the street having almost disappeared. No, the reason the path wasn't clear was that there was someone in the center of the aisle, a massive grin on his face.

Soul Eater Evans, A disturbing grin plastered across his face and his arm dripping black blood, was waiting there in the center of the pathway that led to the DWMA.

"Cooper…" He hisses in a tone that the boy in question had never before heard from him. "I wondered who would be the first to arrive."

Tsubaki flips out of Cooper's grip and lands next to her partner. Soul nods in acknowledgement.

"Soul, are you alright?" Tsubaki calls out tentatively.

"I'm doing fine, thanks for asking." Soul says, never dropping the grin.

The blood leaking from his arm drips to the ground in a constant stream, the oily puddle growing slowly. Tsubaki looks at the puddle doubtfully.

Cooper narrow his eyes and looks around. There is nobody else around. Soul is just standing in the center of the street. Alone. Facing away from the DWMA, much like a guard would. "Soul, what are you doing out here?" He asks anyway.

"Waiting for my former teammates to show up." He frowns, the grin finally slipping from his features. "Though I could have sworn you had died in the blimp explosion."

Cooper and Tsubaki look at each other. "Our blimp didn't explode."

"But… Then what was that explosion?" Soul's eyebrows knit together. "I need to ask her about this."

"Her?"

Soul's creepy grin comes back. "Why, my mistress of course."

Cooper blinks twice. "You mean Maka?"

Soul bark out a laugh. "That girl? She's not worth wasting my time on." He sneers, which is oddly more pleasant than his grin. "I wouldn't be surprised if she was dead by now. I sent some blood clones after her."

"Who are you and what have you done with Soul?" Tsubaki asks, none of the humor normally associated with the phrase present.

"Oh, he's still in here, but his hasn't put up much of a fight ever since all his friends died." Soul's frown appears again. "Or at least, you were all supposed to be dead. I saw the explosion."

Cooper tucks his still overly hair hands into his pockets. "Well, as far as I can tell we were just caught in an illusion. You'd have to ask Maka's mom about it, since she's the only one who knows what really happened."

Soul's eye twitches. "That hag. She shouldn't have crosses my mistress. No matter, once you are dead, she will receive her just punishment."

Tsubaki steps back next to Cooper, ready to transform on a moment's notice. "Ready?"

"Let's go."

Tsubaki turns into her dual blade form and Cooper drapes her chain over his shoulders. He changes without a moment's hesitation, only to have the pool of blood at Soul's feet leap to its owner's defense. Cooper barely blocks the attack, and his bones rattle from the sheer rigidity of what had been a liquid a fraction of a second before.

Cooper quickly leaps backwards a few steps. "Tsubaki, he's out or blood."

"He is. I think his black blood has fully taken over. We need to be very careful."

"If you two are planning a way to save your friend, it's pointless. I'm practically invincible, and I'm not above letting you damage this body. I can always take someone else's. Your body looks pretty nice." Soul licks his lips and looks hungrily at Cooper.

"It look like we have no choice-"Tsubaki begins.

Soul's head snaps up as something comes from above. An orange projectile crashes into the spot he had vacated in record time and explodes, kicking up a wave of dust. Cooper's gaze track upwards to find four battered girls, two of whom were witches. A busty cat-girl waves down at him.

"Great. They're here." Cooper says.

"Was that sarcasm? I couldn't tell."

"I'm not sure myself."

Suddenly, the pumpkin that the four girls flew in on explodes. Jackie transforms into a broomstick and catches her partner before she can crash to the ground, Blair creates another pumpkin to fly on, and Triella does that crazy stretchy thing. A pool of black blood falls from the cloud, and Cooper watches as it flows back to Soul's new position on top of a nearby rooftop.

The four new arrivals quickly array themselves next to Cooper. "Looks like you could use a hand."

Cooper tilts his head. "I haven't even started to fight yet."

Triella rolls her eyes. "Right."

"It's true! I only attacked him once before you all showed up!"

"And why isn't he dead yet?"

"Because he's my friend?"

"No, that is not your friend." Kim tightens her grip on Jackie, now in full lantern form. "That's something else that looks like your friend."

"How would you know?" Cooper asks.

"I was trapped in this city for 10 days. Amazing what you learn when trapped in a cage with people that want to kill you."

Cooper shrugs. "So, we go all out?"

Blair responds with an impressive array of pumpkin bombs that would have leveled the building all around if any of them had been still been standing.

Soul just jumps forward a small distance and grins as the street turns into a cloud of dust. "Come on, you six aren't even a challenge." He takes another leap and lands right in the middle of the four combatants and two weapons. The black blood surges from his body and forms into spike lightning quick. The spikes impale each of Cooper's limbs. Tsubaki has spikes go through the links in her chain, and Jackie suffers the same fate. Blair turns into a cat only to have all five of her limbs spiked, yowling as her tail it staked. Triella dodges the spikes, but they curve upwards and wrap around her like tentacles. She tries to stretch herself out, but the coils only get tighter and the girl panics. Her breathing grows ragged as panic sets it. It was like she was back in her other's lab all over. Her panic grows and grows until her brain loses it and she faints. Cooper opens his eyes against the pain just in time to see the limp form of his acquaintance fall to the earth. The sound she makes as she hits the ground is a bit to squelchy for his tastes.

He tries to tell himself that that was just because she could stretch like rubber, but his rage starts to bubble back up. Soul had taken all of them out just like that. Even if he had escaped, his arms were in no shape to continue fighting. Those spikes were really painful.

"See? None of you are even in the same class as me. I can't believe I wasted time on you fools."

He walks over to Kim, her wrists bleeding profusely, her healing factor not working properly. "Soon, I will make you all loyal servants of mine. All it takes is a few drops of me in your bloodstream. It was very painful for this brat to go through, and he had the witch who created it to help him survive. I wonder how many of you will." He licks his lips. "I think I will start with-"

His sentence is cut off as a black blur blazes past them. Soul seems to disappear in that instant and the black blood turns back into a liquid. The party falls to the ground. They look around, but neither Soul nor the shape were anywhere to be seem.

Kim stands up and rushes over to her partner, who is fine since she hadn't changed from weapon form. The same is true of Tsubaki. Kim then rushes over and heals the three that had not been so lucky. The five of them that are awake crowd around the limp Triella, but the girl is a lot worse for wear.

"What happened?"

Tsubaki shakes her head. "I don't know, but now is the perfect time to get into the DWMA. Kim, you stay behind with Triella. If anyone else comes, tell them to follow us in. I don't know who else this with has up her sleeves."

Kim nods. "Be careful."

The four combatants wave and turn, Jackie lingering a bit, her eyes conveying words unspoken.

(O.O)
VVV

Soul growls as he sees his combatant. "YOU!"

The black form ignores his taunt and continues her relentless attacks. She remains perfectly quiet.

Maka and Soul's bodies clash blades together at speed only a trained eye can follow, and neither of their consciousness's are there to know about it.