DISCLAIMER: I do not own 'Soul Eater'. All rights belong to Okubo Atsushi. I also do not own any of the songs referenced. All rights belong to their respective owners. I only own this fanfiction. Thank you.

As Arachne sat there, leaning back in her elaborate throne and admiring her handiwork, she suddenly noticed an unusual mass of movement in one corner of the lit screen. Looking over closely, her eyes beheld a baffling - and infuriating - situation. They widened and then narrowed sharply at the loud pounding against her chamber door, following the unpleasant sight almost immediately.

"What is it?!" She hadn't meant to snap, but she had an emergency to attend to! The voice outside yelped and squeaked. "Ulp! Beg pardon, Lady Arachne, but there's word from upstairs that intruders have entered the premises! They may have progressed farther than that level, we're not sure. A bunch of our troops have been decimated, though!"

This just kept getting better and better. At least now she knew why her sacrifices were trying to leave the school! As if sensing her fury, the grunt quickly added on, "But we're gathering together whoever we can find, and we're going up to root out the problem now!" Silence returned after that report, though it most certainly was not golden. It brought on far too many questions for her liking - ones that shouldn't have had to be addressed in the first place.

Arachne was very close to biting through her tongue. How? How had they gotten past her security? She'd increased everything just for this one night! And who had ratted her out to Shibusen? Medusa? Why would she, that could put her in danger, too! And Kishin Asura was witnessing all of this live, too! She had to do something to save herself, and her glorious plans!

Angry now at this unexpected turn of events, she did the one thing she could do: she called up the guards she'd left in the main control room, with a sharp press of finely manicured, slender figure to round button on pad. They were above as well, after all, and were the ultimate point of importance. Without them, her masterpiece couldn't be unveiled. "This is Arachne! Do you read me? Over!"

The board speaker crackled to life with the static-ridden cries of a terrified guard. "Yes, my Lady! We're terribly sorry, but th-there's been a problem with our cameras and the like! We've b-been trying to fix them for some time now, but we figured it would be best, n-not to worry you on tonight, your most special of nights!" The woman wanted to scream. She appreciated the consideration, really she did, but it was at times like these where sometimes, it just didn't pay to be a Mother.

"Listen to me very carefully." She was enunciating every word deliberately and slowly. "Can you still see the school on camera?" And she wasn't waiting for an answer, either. "If you can, then Asura sure as hell can, too. I don't know why they're all leaving, but forget the schedule." Her red lips pulled up into a tight, gleaming smile.

"Douse them. Now."

"Yes, Lady Arachne!" With that, she cut off communications. Her attention returned eagerly to the little screen before her. No more waiting. She could still make it! All hope was not yet lost! In just a few moments, her hard work and suffering would be rewarded. Her sacrifices, the many who were still left inside, would give their lives for her better tomorrow. They were giving their lives for the Queen Mother of the new world. Her, Arachne Gorgon!

In that moment, lit only by the light of the flickering screen before her, Arachne looked truly as evil as her plans. From a compartment in her seat, she brought out a needle gun, the vial filled with the same bright liquid she'd been admiring before. Pushing up her tightly delicate sleeve, she grinned greedily as she tied off her arm. With a deep inhale and a forceful shove, she drove the end into her skin. She winced for just a moment at the first contact, until the contents began to empty into her veins. Then, she relaxed.

Yes, she felt very sublime indeed. Like she was on top of the dog pile. The castle. And it was getting smaller and smaller...or was she getting bigger? Hey, what was this? Her head was starting to spin. The needle gun clattered to the floor, as Arachne slumped forwards, trembling in her chair. This was it, her new beginning! The birth of a new order was just around the corner!

I see it... In her eyes, a pattern bearing resemblance to a spiderweb was starting to spread out from the center of her iris. Arachne chuckled wickedly.

Oh, the power of madness!

…...

That was always how it happened, wasn't it? Just as they'd finally managed to get people moving enough to actually leave the ball room, the alarm system began blaring loudly. This set off a fresh wave of chattering, concern and complaints among the gathered crowd. Looking over at the exit, with a now flashing sign above it, the team of alumni realized immediately what was coming next.

"It's like Kid said!" yelled Spirit, doing his best to get everyone going again. "They're about to seal off the exits!" As he said these words, the double doors began to automatically swing inwards, cutting through the bunch of frightened, protesting bodies.

Now the group of four were fighting to reach the entryways. "Don't let them close!" Stein managed to catch one of them first, and was doing his best to hold it open. The other two were already almost completely closed. It was up to them to try and keep at least one open long enough to save a few more guests.

But for the rest of them...what would they do when the poison fell?

"Here, Marie! Grab hold of the other side!" The woman obeyed the scientist quickly, along with Spirit, as the three of them were pushing and pulling frantically against the mechanism to keep it from sealing. A few others were also trying to help now, and Azusa was directing the masses towards them.

"This way! Move along in an orderly manner! No pushing or shoving!" She already knew that there was no way they could keep the doors open long enough to get everyone out. The gears inside were starting to grind audibly, and the persons blocking it were steadily losing their grip. They would let go before it broke, the mechanics were that strong. She supposed that came with the territory, considering the school's history. Shibusen was built to last.

Wait a minute...school history...history... This thought would not leave Azusa's mind as she stood there with the rest of the group. Looking across the room, her eyes spied one other door, that wasn't considered a main entrance. It led to another part of the same building inside, which meant...

...it wasn't locked. Which door was this?

Why, one of the two ways into the kitchen. The other was in the cafeteria, which would be accessible as such, though it would still be impossible to leave by that route, either. And she figured these criminals, whoever they were, weren't stupid. If the sprinklers were rigged, it had to be running through the entire system. They needed to send everyone somewhere else, where there weren't any sprinklers. At least, of the indoor variety.

Her brow furrowed. Somewhere like...like...it was on the tip of her tongue! The kitchen! What about the school's history? What was hidden under all of this guessing and planning?

Under? No, wait - underground! It finally clicked, and Azusa quickly turned to her cohorts, calling out. "Marie! The underground! In the kitchen!"

The blonde's head whipped around, as she regarded her friend with a bewildered stare. "The kitchen? Underground? W-What are you t-talking about?!" Biting her lip for a second, her eyes suddenly lit up in recognition. "Oh!" Leave it to the former honor student to remember such an obscure fact. The door they'd been struggling against had finally closed, as expected, and while they had managed to get some more people out, there was still a decent crowd left behind.

But now, there was a new spark of hope. Marie was now rushing to tell the guys. After doing so quickly, they regrouped.

"That's how we can get them out of here! Azusa, you're a genius!" The bespectacled woman smiled, dusting imaginary dirt from her outfit as a gesture of acknowledgement. "Well, I don't like to brag, but...you know." Beside them, Spirit and Stein were wearing expressions of intent. "What's the new plan?"

Azusa pointed at the kitchen entrance. "We'll get them out of here using the soldier's bunker path!"

In no time at all, they'd managed to line everyone up, enough to make it into the eating quarters. There were a few concerns remaining however, even as Shinigami-sama stood beside Spirit, guiding the guests down gradually from before the hidden entrance. "Are they going to be able to get the field door open? And I thought there was a bunch of garbage down there, too?"

Spirit shrugged. Even if this was a problem, it was all they had to go on. "Right now, we don't have any better ideas. We just-"

He was cut off by the sudden wail of the alarms once more. This time, there was an audible click above their heads. They didn't need to look up to know what it was.

The sprinklers were getting ready to operate.

The call went out in a flash: "TAKE COVER, NOW!" It spread like wildfire, as the line split and scattered, masses of people screaming and fleeing under whatever solid surface they could find. Covering their faces as best they could, they waited for the inevitable. It was the same in the kitchen - worse actually, seeing how cramped it was. People were fighting to get underground, as well as to any sort of shelter in the smaller area.

The sound of escaping substance - like gas, perhaps? - slowly began to come down upon the setting. "Shit-!" Spirit tried to dive beneath a nearby table outside the kitchen, yanking up the cloth. But he was shoved away. Gawking, he took in the sight of a familiar pair of faces. "Risa and Arisa-chan?! Why so cold?"

They gave him apologetic smiles. "Sorry!" Each covered their nose and mouth. The former shook her head quickly. "But there's not enough room, and we really don't wanna die!" With that, she dropped the tablecloth back in place.

By this point, the madness toxin had already made contact with lungs, in and out of the dining area. Azusa had managed to find shelter with Shinigami-sama underground, and Marie had found a table of her own, but Spirit was not so lucky. He'd grabbed a place at the last moment, but a fair share of chemicals as well, against his will.

He'd been holding his breath as long as he could, but he knew: he'd have to inhale sometime. That 'sometime' was just as he'd spied his salvation five steps across the way. It felt like it was burning as it went in, and he coughed. It tasted awful! He spat at the floor once hidden, manners be damned, just to rid himself of the flavor. Yuck-! This stuff...what's gonna happen to me? And what about the others?

He still didn't know where Maka was, whether she was here or if she was wherever Kid had gone. That fear of not knowing was beginning to return, along with the panic that was steadily rising thanks to the current situation. What if Maka was here, and had gotten caught in the toxic shower? Or what if she was somewhere worse - if that was even possible? This situation was a nightmare enough as is!

That was when he heard the first cry. The sound of running gas was still going, and mixed with it were the screams and shrieks of crazed laughter and utter terror. Spirit tried to block out the noises. They were so loud - it hurt his ears! His whole head...no, it wasn't the sounds, it was...the emotion contained within them. That was it, it was the fear...he couldn't stand the fear, it invaded his senses, made him feel like he was on fire - no, it was just his face. No wait, it was spreading!

Shit! It's already taking effect?! Spirit felt like he was shaking, from somewhere deep down inside of him. It came from a spot he couldn't reach, a place that was impossible to soothe. He couldn't stop the panicked tremors that wracked his body as he clutched at his head. Where was Maka? What was happening to the others? What was happening to him? Cautiously, he took a look at one of his legs.

It appeared perfectly normal, and he let out a sigh. Spirit was about to return his focus to trying to calm his shakes, when suddenly, he felt something...wiggling, beneath the surface of his knee. He looked once more, and this time, he noticed: there was a tiny area under the fabric of his pants that was twitching.

He could feel something, something tight and small and sore, wiggling its way forth from...his knee? Why there?

His pants began to tear, first a little, and then a lot. The feeling in his leg increased; it felt like the inside of his leg was covered in worms! His skin was literally crawling! He saw the body slowly making its way forth from the ripped fabric and bloody skin, sliding down the side of his leg, only to be followed by another, and then another, and then another. He couldn't tell what they were, really - worms, snakes, maggots? All he knew was that they were now pouring out of his leg. They were pouring out of his leg.

It was true. The more that came out, the lighter his leg felt. As he stared in wonder and horror, the skin gradually began to deflate, as the creatures continued to squirm their way out of his body. And it wasn't just from his knee now, they were starting to creep up his throat and spill from his mouth. He could feel them in his nose, behind his eyes. His eyes were wobbling in their sockets, his vision was being affected by writhing creepy crawlies!

He reached up weakly, dumbly. He meant to wipe them away with his hand, but that was when he realized it was no longer responding to his commands. Trying to lift it up haltingly, he saw that his hand was now filled with squirming things; his skin was bubbling, it was alive. They'd gotten into his fingers, eaten away the bones and were now warping his fingers, bending them unnaturally. Prying their way forth from under his nails.

Everything was in motion now; it was all alive and crawling over him. It was just uncontrollable sensations. He couldn't breathe - all these worms, eating him from the inside out, multiplying, pouring out of him as they covered him completely. He flailed his arms limply, feebly. They could do nothing against the unassailable might and mass of the maggot-worms.

The fear.

He had lost function of his body completely - he didn't even know if he had a body anymore. All he could see and hear, feel, taste, smell, was worms. Monstrous, disgusting vermin. Everywhere. Upon him. Inside him.

Living. Breeding. Spreading. Drowning.

Help...Maka... That was the last coherent thought on his mind. Spread out on the floor with his eyes wide and foamy spittle trickling out of his mouth, Spirit was completely lost to the rest of the world. The madness had taken over.

He wasn't the only one being influenced by the drug, however.

"Heh...heh heh..." There, standing under the sprinklers fully drenched in the toxins, lab coat soaked and dragging, was Stein. His eyes seemed to glow behind his glasses, as he let out a shaky breath. There was a demented grin beginning to twist his mouth.

This feeling...he knew it. He knew it very well. It was not unfamiliar. It was panic, depravity, yes - but madness, in general, was an old friend of Stein's, whether he cared to admit it or not. Most of the time, he just didn't give a crap what anyone else thought. He was prone to manic episodes, yes. Psychotic episodes, even. He was knowledgeable in medical subjects, he knew his brain was wired as such to receive these impulses.

But he'd gotten better at controlling them. Part of it was due to his own unspoken willpower; he'd refused to submit himself to the forceful daily routine of prescription drugs. Marie helped a lot on her end too, though again, he wasn't vocal about it. But he truly did owe the woman a great deal.

And the cigarettes, too. Couldn't forget those.

Except...Marie wasn't here right now, and cigarettes weren't strong enough to stop the onslaught of rushing thoughts and frenzied, heightened senses. His companion was somewhere else, far away from him, he assumed. Safe and dry, protected from this, the filth of insanity. The tainted touch of regular mental breakdowns. That was good, right? Yes, it was good. He wanted her to be okay.

But still, she'd been separated from him...and this was not just the usual dose of warped thinking, oh no. This was something far more insidious.

This darkness invaded him completely, colored his vision with its dirty oils. Sunk its teeth and claws into his flesh, spreading the infection further, deeper. His entire body had been hijacked; he was fueled by this insanity, these overwhelming thoughts. He was driven by that underlying desire. The one he tried so very hard to suppress with his studies, to deny in those moments when he and Marie were alone together. To ignore when he was left to himself.

"Hee...hee hee hee...heh!" It was getting harder to control his laughter. His eyes swiveled almost drunkenly over the scene. People. There were other bodies. Yes, good! They were...it was hard to tell, really. Some of them weren't moving, while others were spasming violently. And then, the last bunch...

Oh, they were a treat. Strangling each other, biting each other, tearing, pulling, beating, screeching. He supposed, as a scientist, he should've been more curious about the effects of the poison upon the populace. And he was, really. But right now, he didn't feel like studying. It was time to get to the meat of things; to begin the operation.

A trembling hand ran through the front of his hair, pushing it away from his face. It stood back for a few moments, before gradually falling forwards again, over his eyes. Stein was starting to pant. He was suddenly aware of a foul flavor upon his tongue. He nearly gagged, and a current of twisted energy surged through him. The taste in the air was so venomous, he never wanted to experience it again. Yet he continued taking it in, the psychotic fervor rising.

Bodies. Yes, bodies. They needed to get the bodies out of here. They could do that, no problem. It was so easy, all he had to do was return to the kitchen and grab a hold of one of the knives - they had to have one, somewhere. Then, just like he were doing an experiment in his class. Like he were giving a lesson to his students. Cut them up, pull them apart, label them, dissect them.

Ah, dissection. That was the MO for today. He liked it, he liked it very much. He turned around, and headed towards the room behind him. It was as if he were floating on air, he moved so quickly! He didn't have a care in the world. All he wanted was to get the lesson underway. He wanted to start his work now, while the subjects were still fresh.

In a psychosis-blinded haze, Stein began to tear apart the kitchen, scaring the few people who had managed to find some sort of shelter under its surfaces, before covering up. Stein didn't care. Even during this frantic rush, it didn't take too long to find something nice and sharp, glistening in the sink. He was drawn to it, pulling out the long blade and admiring it like it were a fine diamond. An almost familiar, welcomed part of him. Then, he started searching.

People, subjects, bodies. I need a body, or two, or three - does it really matter? He was almost whistling as he strolled through his surroundings, keeping an eye open while heading for the door. The knife was clenched tight in his hand.

Well yes, came a voice suddenly, from deep inside him. It does matter, if you're honestly planning on giving up and giving in. Stein blinked; it sounded like him, but was not speaking with that same excited bloodthirsty jubilation. It almost sounded...reasonable. Like he usually was. After all, wasn't he supposed to be smart? He too had been high ranking back in his school days at Shibusen, which was why he'd been able to control his madness so well...he was good at finding ways out of those situations.

He frowned slightly. And what about this time?

No, there is no way! There's no way out-the madness is all-consuming! It won't let you find another way. Aren't you sick of it, Stein?! His 'conscience' was shouting, wailing, howling, roaring at him. Sick of being forced to conform to that rigid way of thinking; that insufferable structure and order? You have to lie about who you are, hide it from everyone around you! Madness is only natural. Embrace it!

He was trembling once again, that wicked grin returning to his features. The voice continued on. This is it, the chance to realize your dream! You are more than what the restraints of this world dictate you to be! Prove it!

He marched out of the door, eyes eagerly darting over the floor, trying to find something to dissect. There were so many who didn't even realize what was going on right now, he could use any one of them! In fact, there was a figure lying about five feet from where he was currently standing. And they weren't moving, save for the odd twitch here and there.

His grin widened. Perfect! He began marching over, the knife raising in his hand overhead, as he prepared to-

"NO!" That was when he was suddenly tackled to the ground, by a blur that shot out from...he didn't know, actually, they were just there. For a moment, his head was clear; he took note of the figure that now had their arms wrapped around his middle; the figure that was risking insanity on themselves by running out here with these toxic sprinklers going.

His eyes widened. It was Marie.

"Umph..." Even as she was forced to breathe in that nasty solution - she could only hold her breath for so long, and she knew the drug was already having an effect on her - Marie refused to let go of Stein. She had left her place of shelter to help him. No matter what may have happened to her, she would not turn her back on the man she loved.

He was eccentric, vexing, an oddball, maybe even a nutcase - but damn it, he was her nutcase! He had a heart, a very special heart that she had managed to find and treasure. He was her whole world, and she wouldn't lose him to this fabricated degeneration!

"Fight...it..." she managed to gasp out. "Don't...give in!" The knife clattered to the floor, as reason slowly began to filter through Stein's head. Marie was out here, under these toxins, and she shouldn't have been out, damn it, why was she out here, why didn't she stay hidden-?!

With a yell, he scooped up the woman in his arms, and started searching for protection. He didn't care where, just somewhere, anywhere that was empty enough to fit. He ran to the closest table, and gave it a quick look beneath. His eyes widened. There lay Spirit, foaming at the mouth like an overgrown rabid redheaded squirrel. Shoving Marie underneath, he followed her, trying to catch his breath as he fought to keep control over the thoughts in his head. They were telling him things, so many things. Dreadful things, horrific things. Hurt Marie. Hurt Spirit.

Kill them.

That was one line in the sand he would never step over. The day he crossed that line, there was no return. Now there was a new fear, and it was more than strong enough to drive him away. He never wanted to go that far. No matter what the chemicals were telling him, he had to keep a calm head.

Shit...! He looked over at Marie, who was curled up in the fetal position and trembling. Her eyes were shut tightly, and she looked frightened and pained. "Stein..." she whimpered, clutching at the air. She'd risked her own sanity just to save him, stop him from doing something he couldn't erase. Doing his best to keep the thoughts under control, he picked the woman up, and held her against him.

They would have to ride this out the best they could, and hope for the best. Pray that they didn't lose their minds completely. Were the effects of the toxin permanent? He didn't know.

For once in his life, he had no answers. Nothing. He was completely helpless. Useless. The only thing he was able to do was try and keep his remaining conscience together, and protect the friends who were suffering along with him. It was on him to keep this from getting any worse than it already was. The two sounds that entered his hearing then were the bursts of muffled fighting, and hissing gas overhead. Reminding him of that mission, over and over again.

Like a figurative acid rain, to stain through the skin.

And into the soul.

A/N: And there you have it - the unveiling of Arachne's grand horrifying scheme! The madness toxin has been unleashed on Shibusen, and although some were able to escape, others, like our dear alumni, were not. A couple even nearly succumbed entirely to the poison, but by the grace of some deity or other, managed to keep it together...but for how long?

Apologies for the delay in posting; it took me a little while to edit this Chapter. My offline life has been...VERY hectic these last couple of months, & NOT in a good way. But, I was FINALLY able to find the time, & get myself into the right state of mind, to make this presentable for all of you to enjoy. And hopefully, you did...?

We also got a look at Arachne's side of things, as well. Seems madness comes in MANY different forms, & is quite the temptress. She's crossed a line...& there's no turning back now. What awaits our intrepid makeshift heroes once they reach the lair of the Black Widow herself...? Or even Medusa...? Who will arrive first? Arachne, what have you done?

Sorry if this Chapter seemed a bit short. I wrote the story out as one whole manuscript, & then went through it to break it up into the individual installments where the cuts seemed appropriate to place. Though, that does mean there's no set length for updates. So...bear w/me? Hopefully, next Chapter will be longer. As always, feedback is welcomed, encouraged & appreciated. After the hell I've been going through, getting back to work here is a MUCH needed respite. Here's hoping I can actually get the following one out in a month's time...

Next time: A look into the experiences of a group we haven't yet checked in on. Our manly trio, armed w/just their wits, fists, & shovels for blunt-force trauma. What awaits them? Also, the return of Kid, Liz & Patty! What the hell have you done to Mosquito, Noah?! What the hell is THAT thing?! And, wait - WHO THE HELL ARE YOU?! And why are you hungry?!

Until then, take care everybody.