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.

That sound. Suddenly creeping into his hearing, sneaking up on him, just as he'd fallen into the static of acid rain chemical clouds and never-ending madness. That sound - such a peaceful noise.

It was the sound of absolutely nothing. The screams had stopped too, and with it the rhythm of the oppressive toxin, circulating around. Stein lifted his head, his grip not releasing on Marie, who he still held close and protectively. Even in his state of overwhelming despair and confusion, that was one thing that hadn't changed: his desire to keep her safe. His other hand was on the arm of his friend Spirit, who had been lying there beside them twitching and whimpering.

Now, as he registered the beats of his heart in his chest - it wasn't pounding nearly as rapidly as it had been earlier, how long ago - a new rush entered the fray; one that seemed much closer to nature. An even spray of water, perhaps? Tentatively, he leaned over, and lifted the tablecloth. Was the poison just going for a second round?

But instead, what hit his hand was clear and cool. It was water. The system was working normally now!

Wash away. Wash it all away. That's all that was on his mind, as he gathered his comrades together, and pulled them out from under the table. Just as he'd thought, the sprinklers were coming down on the whole area.

Looking over from where he stood, Stein saw a small crowd of faces leaving the kitchen. One of them was Azusa. In her hand was a lighter. She was a bit disheveled and obviously drenched, with what turned out to be more water. Thankfully she had managed to keep her head throughout everything.

"Heh, never thought I'd be using one of these. You dropped it, by the way." Reaching in his pocket, Stein saw that, indeed, his trusty torch was missing. Walking up to him, Azusa placed it in his hand, and adjusted her glasses. "After the dousing stopped - I don't know what caused it, but I'm thankful - I decided to take a chance, and see if I couldn't set off the regular sprinklers instead. Luckily, my guess was right, and the rigging is separate from the water system." Her expression softened then, as she took in the two bodies leaning against him. "You all got hit very hard by this. How are you holding up?"

Stein let out a heavy, controlled sigh. "Well, we were able to remain in one piece, for the most part. If it hadn't been for Marie, I'd probably...have done something really stupid." Azusa nodded. She'd seen that, at least from one end; after all, Marie had been hiding with her when it had happened.

She had been quite frightened for the woman, but could only trust in her friend to know what she was doing. Marie was the closest to the man, being that they were together. She knew him best. And although it came at great personal risk, she'd been able to save Stein from the mental onslaught.

"Now this truly feels like a good cleansing!" The lighter tones of Shinigami-sama suddenly filtered into their hearing. Turning around, they saw the school head making his way through the mini rainstorm. He'd finally come up with the others from the underground, getting soaked, just like everyone else. As he came to a stop in front of them, his expression became a bit more solemn as he took in the appearance of his team.

"You've been through a lot. And yes, there has been damage done..." They looked around, following the sweep of his large hand, taking in the figures who now seemed to be coming to on the dampened ground...and the ones who still weren't stirring. From here, in these conditions, it was impossible to tell who was who.

"...but there has also been damage prevented. I believe you did the best you could in the situation that was presented to you." They surveyed the sight before them with heavy hearts and reverence.

How much had truly been lost in this night? In a perfect world, it wouldn't have had to happen, but...this was the world they inhabited.

The storm had seemingly passed; it was time to pick up the pieces and go home. Just go away, to nurse their wounds, mourn what had been lost, and be grateful for what still remained. They were all alive. And it seemed like more people had been able to get out or take shelter than those that hadn't. And maybe, just maybe...none of those that lay sprawled upon the wet ground were actually dead.

They had to have hope.

"Huh?!" There was suddenly a simultaneous sound of clicking. The doors, which had been sealed shut a moment ago, were now swinging open. People were coming up from hiding to make their way outside; the ones who hadn't been affected by the madness, or those who were just stable enough to move towards the exits.

This would be the group in question: Azusa, Stein and Shinigami-sama helping to steady the gradually stirring Marie and Spirit. As they passed through the doors into the cool night, Stein felt a light tug on his coat. He looked over to see that Marie was looking at him, a bit pained and weary, but managing a shaky smile. "Did we...make it?"

She refused to let through any of the thoughts which that accursed madness was trying to stir up. It hurt, to be so lost inside your own head. But she could see Stein standing before her. Somehow, she would find her way back.

"Has anyone called the authorities?" Everyone turned to look at Azusa. The idea hadn't crossed their minds until now, probably because of the urgency in Kid's tone. They hadn't felt like waiting around for help to arrive - and what if the authorities couldn't handle the situation, anyway? They were better off calling them once they'd gotten everyone clear of the school. Which reminded them...

"Oh, yes. There are bombs inside the school." Whoever was conscious enough to do so, deadpanned at how matter-of-fact Shinigami-sama was about these things. He was now heading back inside the building. "Authorities or not, it'd be best if we got everyone clear of the campus, yes? I'll assist with this."

Azusa was running after him, frantic. "No, Shinigami-sama - it's alright, you don't have to do that! I'll round up some of the other guests to help out..." Her voice faded as she disappeared back into the building with the school head. Stein sighed, and looked over at the rest of the school across the way.

So much had changed, in just the course of one night. Where would they go from here? What sort of measures would they have to take, to make sure something like this didn't happen again? What about the people who had committed this atrocious act in the first place?

"Ugh..." Stein looked over, to see Spirit looking straight up into the sky. "The worms...are disappearing. I can - I can talk, again...ngh!" He twitched violently. "Nope, still wiggly! Uggh...Maka..." His friend sighed, and turned his attention to Marie. She was breathing softly, and her brow was furrowed. Her eyes were closed. But whatever mental demons were plaguing her at the moment, she was doing her best to fight them off. Stein admired her strength.

Strength. Right now, that was what they needed. The strength to carry on after all this. Now he was looking into the sky as well, with an idea of just where his students had gone in all this. Whatever Kid was involved in, they would solve it together. That was probably why Kid had been able to give those instructions in the first place: because they...

"Those crazy kids." He suddenly had the desire to reach into his pocket, and light up a smoke. He was about to, until he remembered the two people on either side of him. For a brief moment, he was tempted to drop them.

Heh heh...luckily, I think this madness toxin isn't permanent...I think...

…...

"Maaan...that wasn't too hard at all, yo."

Making their way down the stairs still carrying their shovels and the one gun they'd managed to procure, Kilik, Havar and Ox were reminiscing about the fight they'd won.

They still couldn't quite believe they'd managed to accomplish such a feat: take out armed and trained guards without winding up getting themselves killed. They'd even gotten their hands on a pistol! Right now, they were on top of the world.

Ox smirked at him. "Yeah, you were having fun kicking tail all over the place." Kilik grinned back broadly. "So were you, mister 'Lightning King'!" His attention turned to the other male in their group. "Even Havar was having a good time! I saw you, when you tripped up the guard and took that piece away! That was pretty tight!" The male in question said nothing, but he did have a small smile on his face. He certainly wasn't denying anything.

"But we cleaned up pretty well, didn't we? And Kid'll be really happy when he finds out that we managed to get things working again at Shibusen." They'd seen the doors unlock and the sprinklers reset. They'd watched as people left, and people were moved. They weren't sure what the exact outcome was, but they hoped that it leaned more towards the positive than negative.

Why had Arachne given the call so early, though...?

As they were making their way down the stairs, a familiar voice rang out. "Ehh? Hey, look! It's Ox and the others!" From the side, they were greeted by Kim, Jackie, Blair and one other female they hadn't seen before. She was being led by the buxom female, hands tied in front as her captor pulled on the extra cord over her shoulder. The strange blue-haired woman didn't seem to like this very much.

"Ouch, that hurts, you sadistic little - " Eruka stopped mid-sentence when the two groups came face-to-face. Now she was gaping. "There's more of you?" Now she was actually beginning to wonder: was the job in jeopardy because of these people? It wasn't really her mission, but...did Medusa know? Was she aware? Should Eruka have tried to contact her, even with the predicament she was in?

She thought back, to when she was tackled and then bound by Blair. And then after that, when she'd...'interrogated' her. Was that the right word for it? She'd wound up blabbing, of course. That cat-woman was skilled when it came to getting what she wanted, in multiple ways. She shuddered. Nope, she didn't care to go through that again.

Another flicker of sensitive memories flashed through her mind's eye. Her cheeks flushed briefly. Not at all.

As Kilik explained everything that had happened upstairs to the others - which was met by some enthusiastic cheers on Kim's part - the others were cautiously intrigued about the new face the girls had brought along.

"Who is she?" asked Ox, as he regarded Eruka warily. Jackie answered that one. "Well, thanks to Blair, we found out that her name is Eruka Frog, and she works for Medusa. She and a few others were sent here along with said woman to break in and usurp Arachne on her big night. That's about it. They're the reason why the security hasn't been so tight tonight, because one of their own jammed the system." A pause then. "There's a lot of espionage going on here." Oddly enough, Jackie seemed quietly awed by the whole thing.

"Anything else?" Havar was regarding the woman intently, and she gave him a look before turning away. She wasn't some sort of science experiment, neither was she a hardened criminal who was about to bust a move at any given moment. This wasn't like the movies! She was just a plain Jane who wanted a nice life, with a cute boyfriend! Why was that so wrong? She hadn't asked to be blackmailed by Medusa into living this sort of existence!

"Hee hee." That was when Blair interrupted. "Eruka wears light blue panties with frogs on them." The woman blushed crimson, and rounded on the cat-girl with a new embarrassed fury. "Why the hell are you telling them that?! I don't even know any of them!"

Blair giggled again. "Would you like to?" Eruka wanted to scream. Now her captor was trying to set her up with one of these weird boys. What sort of hostage situation was this?

"Right...well, um. Kim!" Ox turned to look at her, in order to divert the awkward subject. "Did you find anything else of interest while you were down there?"

The girl shook her head. "No, but we learned how to fight! Miss B taught us how to defend ourselves in case anyone tries to get fresh! It's really cool!" She looked pumped up. Jackie was smiling, though now she seemed a bit more reserved in her approval. Ox was confused. "Miss B?"

"That's me!" Blair smiled and gave a little wave. Well, at least they were all getting along. That was good, even though the content of their interactions was...questionable. But it wasn't harmful.

"Yeah, she even let us practice a few moves on this one." Jackie pointed at Eruka, and the frog woman huffed indignantly. "As part of her 'interrogation', among other things!" The color was starting to rise in her cheeks again, and the males could only begin to wonder just what had gone on downstairs between the four of them. But perhaps in the case of women, some things were best left unsaid.

"So...what do we do from here?" There was silence among the gathered group for a few moments. Kim looked around. "That's right, it's only us...Maka's group, Kid's group and Black*Star's group haven't come back up yet. Should we look for them? Who's the closest?" Ox tried to think back to the earlier arrangements. "If I'm remembering correctly, it should be both - "

He was cut off by a yell. It wasn't from any one of them or their crew. Looking over towards the entrances to the left, they saw a large group of grunts making their way over. Everyone was gaping - how many of them were there?! One, two, three, four, five, six, seven, eight, nine, ten...over ten of them, at least!

Eruka was beginning to pale. This was not a safe situation for her to be in. Not at all. Not when she was like this. She needed to get out of here, before any of Arachne's grunts took notice of her. The cat-girl had already confiscated her bag, and taken any other item she could find on Eruka's person. She shivered at the recollection. She had no weapons, and was basically defenseless like this. She couldn't attack physically. Would it really matter if she was tied or not?

Of course it matters! You want to be able to still use your arms, right? Idiot! Now Eruka was frantic, looking over at Blair quickly. "H-Hey, you! You can't be seriously thinking of fighting them, are you? There's too many of them, and you guys aren't pros! You just got lucky!" Because you stumbled upon someone like me, instead of one of my comrades! "If you are going to get yourselves killed, at least untie me before you do! I wanna live!"

Her words were coming out in a panicked hiss, but Blair seemed to have heard them. As the large group of guards drew closer, she removed the binds around the frog woman's hands, and even handed over a couple of bombs. Eruka was confused. Why was she suddenly being nice?

That's when she noticed that everyone else had taken up a fighting stance. She gulped. Oh, boy.

Blair pointed very noticeably at Eruka and called out. "She's with us, too! Be careful, she likes to flash!" Instantly, the frog woman felt her face practically sizzle crimson, as the attention zoomed in on her. Right then, the grunts made a mad dash towards them. Eruka let out a wail, preparing to duck and dive. The others were already on guard and ready to go.

"I hate you!" she screamed at Blair as she was forced to avoid one grunt after another, with only a few bombs that were too messy to wield as a proper weapon in a battle like this. Damn that cat-girl! Damn her to hell! "Go die somewhere! Geko!" She croaked as she was shoved to the ground in one guard's haste to grab her. Now she was crawling for her life among the standing bodies, trying not to be noticed by anyone else and get away from all others. And I hate my life, too!

Blair had said nothing the entire time, but she had been listening, even as she was beating the living daylights out of the cocky guard who had decided to take her on, mocking her audibly. She had gotten him to shut up pretty fast with a few good blows, though. Enough to hear Eruka's parting words.

She smiled. For a villain, Medusa kept amusing company. Cute, too.

But, not as cute as Soul. And with that, she delivered a finishing blow to her opponent's head, sending him crashing to the ground. She regarded her enemies with that feline innocence and charm. "Who's next, nya?"

Around her, the rest of them were fighting just as hard. Kim and Jackie were using a mixture of blowtorches, close strikes and the occasional makeshift blunt object, by clonking one guard in the back of the head with the torch base, in Kim's case.

Kilik, Ox and Havar were fighting with their shovels again, and a few solid blows. The gun was tucked behind Havar, lying in wait for the first opportunity for use. But even though he'd managed to grab it, the male had to wonder, if it came down to it: could he honestly pull the trigger, if necessary?

So far, none of the grunts seemed to be skilled in any sort of real combat - they too were throwing out random moves. There appeared to be no weapons among them, either. They just had the upper hand by strength in numbers, and potentially more combat experience. Just what sort of network were they dealing with here? What kind of 'Mother' didn't prepare her children for the outside world?

"Gun!" Everyone heard Jackie's yell. Looking over, they saw that one of the grunts was pulling out a pistol from his coat, and aiming it in Ox's direction. The current that zipped through the air was palpable. Havar was quicker, drawing his and cocking it. He aimed the barrel, and narrowed his eyes, preparing for the kick.

Yes. He could.

Bang.

Just as he pulled the trigger, there was the sound of a massive blow from above. It shook the upper level over their heads, and he turned to look in the direction of the force. He missed the sight of the man before him falling to his knees, the weapon dropping from his hand. Nobody seemed to really notice, actually; the other grunts and even most of the team were wondering just what that was. Havar thought to himself for a few moments.

That strike...came from the direction of where Kid is supposed to be. His brow furrowed. Is he in a confrontation with someone up there as well?

He couldn't dwell on this question much longer. He was fighting for his life, and all he could do was wish his friend well in his thoughts, and then get his head back in the game. He looked across once more, seeing the body lying atop the pistol. His expression hardened.

Beside him, the rest of his friends were having their own internal debates. But the heat of battle drove them to set the inquiries aside. Right now, there was no time for over-thinking; at times like these, you just had to go with the flow. On instinct.

Bang.

…...

Upstairs in the hallway, a memorable scene was unfolding. In all his days, Kid never would've imagined being witness to such an event. But here he was, with his companions, and they were all trying not to gape.

Just before that white mass had hit him with the force of its leap, Free had swung his right arm out, catching it solidly in the middle. As it had started to fly back he'd grinned. A bright light had formed around his fist, and his pale eye was starting to glow with that same hue.

With a powerful blow, the creature had gone crashing into the wall, nearly splattering from the force. A decent sized crater had been left in the plaster, which was chipped and falling over the pitiful being, who was trying its best to rise to its feet again-erm, arms. As Kid looked at the man standing before him, he finally took note of the strange device attached to his right forearm.

It was some sort of finger-less glove contraption, with a glowing piece in his palm. It seemed to be holding the shape of a mass around his hand that resembled a large block of ice. Gradually, it began to fade away in a mist, and the gleam to his gaze dissipated. Free was regarding the machine with admiration.

"Heh, I was able to use it properly this time. Medusa'll be pleased. It helps that my eye was working right, too. Last time, I went too strong, and eheh...well, you don't need to hear about that. It's always nice when something you create actually works for you." The wolfish man was scratching the back of his head, and Kid could only do his best to wrap his mind around everything that was going on.

This stranger had invented some sort of virtual punch device that allowed him to fight with creatures not of this Earth. It was somehow connected to one of his eyes.

And he couldn't find his way to a fucking kitchen.

"You...you barbaric person." Everyone turned, to see Noah with another two capsules in his hands. He was smiling, but the look in his eyes was not friendly. He was glowering. Throwing the pods to the ground, they shattered.

Again, more creatures began to rise up from the floor. This time, it was a half-human, half-ant monstrosity, and a giant eye with a tail on two legs. Liz was starting to squirm where she stood. "Ugh...can we just let the big guy take care of these ones, too?" He was definitely more comfortable in a situation like this than any of them! Patty was merely taking in the sights like a tourist on safari. "Big ant! Big ant! Put on some pants!"

Noah pointed a finger angrily at Free. "Go! My creations! Eliminate this pest, who interferes with my desire!" The two beings let out a series of horrific cries, before charging at the man. By this point, Kid had managed to collect himself and get away from Free. These creatures were powerful, but so was he. And Kid didn't want to be caught up in that. He'd take aim and do his part from a distance.

But he wasn't willing to die just yet. He'd accomplish his job without a death wish.

Free shook his head and let out a groan. "Ah, man. All I wanted to know was where the kitchen is. Instead, I get roped into this. Alright!" He straightened up, taking a battle stance. "So be it! I'm not one to run away from a good fight!"

The single-eyed monster was running at him, intending to ram its blunt head into him at full force. Free spun around, catching its head with his unequipped hand. But amazingly, the creature could not break from his hold, let alone attack. Kid was visibly gaping, and he was pretty certain his friends were, too. Was this man that strong, just on his own?

The monster was starting to screech, as Free's fingers began to press into its skull. Was he intending to defeat it with sheer brute force alone? But then his other arm drew back, and swung forwards into the creature's face. Another bright block of ice had formed around his fist, colliding solidly with the being's head. This time, it didn't go flying. It took the attack where it stood, trembling as with a crack and splat, it went limp.

He dropped it to the ground, and Kid could only look over for a moment before he had to turn his head. The monster's giant eye had been smashed in completely. It was a gruesome sight. So much destructive power...!

"That's one." Free seemed rather cheerful, turning his attention to the ant being. It was charging for him, with its pincers wide open. It was going to catch him in its jaws and crush him. Free was just standing there, watching as the beast came towards him. What was he doing, acting so casually?!

"Look out!" yelled Kid.

But just as the monstrous ant was about to reach him, Free crouched and leapt high into the air. The creature came in beneath him as another block of ice formed, this time around his feet. With a mighty aerial kick, Free smashed the ant's blocky head into the carpet, creating another crater to the frame below. This one was bigger than the one in the wall. Kid heard the floor groan - was this place really stable? A lot of Free's maneuvers seemed to be causing massive damage to the residence.

"Unbelievable..." Liz was trembling, doing her best to keep up her courage. Patty patted her shoulder with the front of one of her guns. "There, there. It'll be okay."

She looked over at the girl, with an expression of depressed fear upon her face. "These are the guys we have to go up against...we're liable to die, it could really happen." She sniffled, and then took note of the gun against her shoulder.

She twitched. "Don't pet me with that!" As she was about to scold her sister for not practicing proper gun safety - really, comforting someone with a loaded, unlocked gun! - she was interrupted by Free's voice. He was regarding the creatures on the ground with a bit of disappointment. "Huh...I was kinda looking forward to a good fight. But these guys weren't very strong." He shrugged then. "Oh, well. I'm outta here!"

With that, he took off down the hall. Kid stared after him, a bit stunned until he started to hear chuckling. Noah was trembling, with another capsule in his hand. That wasn't good. Just how many of these things did he have?

Liz and Patty had caught sight of it as well, and were now taking aim. "Here we go again!" wailed the former. The latter simply giggled.

Kid too was readying himself, as with a small crack the vial shattered and another creature started to take shape before them. It was some sort of carnivorous plant being that could walk on its tendrils. A foul cloud of smoke was issuing from its flower bulb-mouth. It made the trio's eyes water.

This time, they didn't have Free to do the heavy lifting for them. They'd have to take this one out on their own. As Noah watched them with a maniacal hunger, Kid sprang into action with the creature's first move. The twins followed suit.

They had to hold out, for as long as they possibly could! Until they knew that the mission was complete. But for now, they were stuck entertaining Noah and his hideous menagerie of monsters.

The sound of screeching, gunfire and crazy laughter was all that came forth from the hallway above.

A/N: ...and here it is, after far too long of an absence [though not NEARLY as bad as some in the past]: Chapter Thirty-Seven of this story! Hopefully, you're still interested in seeing the continued exploits of Maka & crew...?

Here, we have the follow-up to the battle in the last Chapter; the addition of Free to the conflict between Kid & the twins, against Noah & his hideous artificially created weapons. Looks like all that muscle isn't just for show! Free can really throw down!

However, I did remember that he uses both brute force and magic in his fights during the series. So, I tried to incorporate that here, w/the odd technology he has here. How is it? Does it work well enough? I wanted it to be familiar, but at the same time, not entirely out of place w/the rest of this AUs setup.

I also didn't want Free taking over this fight; ultimately, this showdown is between Noah & Kid's crew. So, I had him bound off on his merry way, to return to his assigned tasks, & enjoy...other Free-related activities. I had fun w/the humorous banter in the last Chapter, so I kept a bit of that going here, too. Liz & Patty got to join in more this time, too.

Next up: two teams joining up as one! With both the manly trio & the girls club having finished their tasks & explorations, it's time to compare notes. And, there's a new face joining the crowd, too: Eruka, the unwilling - & still confused - prisoner, captured single-handedly by one very fierce & frisky Blair. My oh my, I wonder what exactly WAS employed during her 'interrogation'? The world may never know...

Speaking of which, Blair & Eruka. Good LORD, but I absolutely ADORED writing these two & their interactions together. IDK how it turned out like this...it just did. For some reason, I see Blair as being somebody who would really push the buttons of somebody like Eruka, & the results would be hilarious, IMO. [Also, I now have a new crack Yuri 'ship in 'SE', LOL. XD ] Hope y'all got at least a little chuckle outta this, too?

Lastly, the school. Looks like everyone has, for the most part, made it through in one piece. As far as our main players go, anyway. The full extent of damages in the chaos has yet to be determined. And they can't forget the fact that there are still bombs rigged up, ready to explode whenever the signal is given. Shibusen isn't out of the woods just yet.

Hopefully, the whole terrorism plot [that's basically what this is, yeah?] didn't seem too rushed or weak? I did my best to make it believable, while at the same time considering the 'SE' universe, & how the characters would react. I also had to keep in mind the guidelines I created for this AU. If I'm lucky, it'll all turn out well.

One final note: W/the addition of this Chapter, we are now in the home stretch for this fanfic! There are officially ten Chapters left...but still a WHOLE lotta story to tell. What else lies in store for our ragtag bunch of impromptu heroes? Wait & see. As always, feedback is welcomed, encouraged, & appreciated.

Next time: Oh, boy. Asura is not happy at what he sees...but Arachne's got more on her mind than just impressing the head honcho now. W/the return of Medusa, a new battle begins. Meanwhile, Black*Star & Tsubaki are still on their toes against the fearsome Mifune - & actual combat has quite a few surprises in store for them. Lessons are necessary, but that doesn't mean they don't hurt.

Take care, everybody.