The fight was almost over. Almost.

With the sounds of gunfire and unholy screeching, the side hallway was the last point of any sort of major activity in Arachne's manor, as Kid and the twins were keeping busy with cleaning out Noah's collection of messed up experiments.

They'd managed to take out the first beast, that hideous flower creature, but it had eaten up a lot of bullets, and they hadn't escaped fully unscathed; the creature seemed to have a thing for whipping with its vines, and had managed a few strikes against the girls – Liz hadn't been happy about that – which had resulted in angry welts and torn clothes. With fresh anger and excitement in their crystal-blue eyes, Liz and Patty had aimed their guns without hesitation.

"You perverted flower! Here, how's about some S&M?!"

"Die, you bastard! Hee hee!"

They'd fired two shots, square into the creature's open maw, which resulted in its head blowing up. Liz had let out a shriek as creature insides and fluid had splashed over her and Patty. The girl was still giggling, obviously pleased by their handiwork. "Yay! We won!"

Kid had been watching in awestruck amazement, and both girls were now regarding him curiously. "Kid? You alright?" This isn't really the best place to be spacing out. His face had broken into a smile of pure joy. Liz was taken aback slightly; she wasn't used to seeing Kid like this. But at least he was happy, and not freaking out like he usually did. "What is it?"

"You two...were perfectly symmetrical in action when you destroyed that creature! But your appearances still need work! Liz, have you and Patty been keeping up with your chest measurements?"

Liz had sighed in exasperation. Of course it would be something like that, at a time like this. "Thanks, but I have no interest in changing my looks, especially not according to your specifications. And I already told you that's a stupid idea, and I wasn't going to do it!" She'd blushed then.

Patty raised her hand cheerfully. "In other words, yes we have!" Liz's blush deepened.

Noah had been watching all of this unfold with that demented grin still in place. What sort of man did they take him for, that he would allow them to chatter away mindlessly while he just stood there and twiddled his thumbs? He had a job to do, and a name to collect! He'd sent out his next experiment, a living, bladed pendulum. Kid had been caught off-guard when he'd first taken it in. The smooth edges, the balance to its form...

"This being...is perfect!" Liz had face-palmed, and Patty was giggling. Kid was gaping. Why? Why did such a man like this possess a creature so pure?

Then, it had shifted, its body being thrown askew, its arms bending out of place. He saw that the blades for its hands were nicked and rusted, and at different lengths. His forehead had twitched.

"DIE! You worthless wretch!" Kid took aim, to try and determine a weak spot. It slashed at them aggressively, successfully catching his arm with one of its edges. It had hurt, but he'd still fired a shot at what appeared to be its main point above.

However, it had lifted one of its blades as a shield. The bullet ricocheted with a zing, and wound up whizzing past Kid's head, ruffling his hair. He hadn't been too happy about that, nor at missing the shot. This one was going to be tricky to tackle. And they were past the halfway point on bullets.

This was where they were now: trying to take out that blasted pendulum, that kept coming at them so eager to slice and dice. They'd all accumulated a few scrapes here and there, and it had been hard to shoot the tiny head of the creature, when it kept protecting itself with those blades.

Kid was panting, the sweat running down his face to mix with the blood below. It stung, but helped to jolt his brain; he began to wrack it for some way they could eliminate their target.

"This is ridiculous!" Liz had a pained, frustrated look on her face. Patty was wide-eyed and breathing hard, with a fire in her gaze that wasn't usually there. She was still smiling, but there was a definite change to her demeanor. She was in competitive mode. This pendulum-whatsit needed to be stopped. They would find a way to take it down together.

Watching with that greed in his eyes, Noah was eagerly awaiting the moment when Kid would finally slip up; run out of ammo, trip, miss a move, whatever. And then those blades would come right down and -

"How much ammunition do you have left?" Kid still had his eyes and gun trained on the target. "I have three shots in my gun. No more left to reload. You?"

Liz furrowed her brow, as she thought back. "Umm, my last reload ate up all of my ammo, too. I have four left in here. What about you, Patty?"

The girl grinned at her. "I have five shots! No more extra bullets, though." So they were all going to be out of ammo once these ran dry.

Noah was watching them smugly. "So, twelve shots between you, then? I wonder if you'll be able to win, or if all those rounds are just going to waste." He appeared cocky on the surface, but inside there was that little bit of fear – this was his last creation. If they were able to destroy this one, he'd have to rely on the gun at his side to get him out of the situation – and he couldn't guarantee that they'd be out of shells by that point, either. Could he win against three targets in an old-fashioned shootout?

Kid gave him a look. "We didn't come here to fail." He wasn't going to let these people win. For his father, his friends, the school – he had to take them down! Losing was not an option! For all the suffering this organization had wrought against others, he would pay them back for it. They'd messed with the wrong people when they targeted Shibusen. Kid was not one to step back from a challenge, and neither were any of his friends.

The man waved an arm, and the pendulum beast began swinging its way forwards rapidly, charging towards Kid and the girls. "Prove it, then. Make me eat my words." He couldn't do it. This boy was inexperienced. That last kill had just been dumb luck. The flower had been one of his weaker creations, anyway. This battle was as good as won.

The creature was in attack mode, and there was no time for hesitation. But there was also no plan established for how exactly to defeat this foe. And Kid didn't want to waste those bullets. He'd have to keep track of the shots until he was able to figure out a strategy.

Cocking his gun, Kid took aim and pulled the trigger. One shot. The round zoomed forth, but once again it was deflected by the blades. The boy growled, as his companions now took the stage. Patty fired off one, two, three shots!

"H-Hey! Don't waste ammo!" he admonished her. She giggled then, and gave him a cheery sheepish look. "Sorry!" None of the shots had hit their mark, though. Once again, they were deflected.

"Eat this!" Liz fired off another two rounds in quick succession. The first one just barely grazed the being's head. The second was blocked. She groaned, making a face. "Aw man, so close!" One plus three plus two. That's six rounds. We should have six left between us now, and we need a better strategy to use them properly.

Kid was looking between his group and the monster, taking note of the fact that it had two blades on each arm, and there were three of them. Hmm...if it could only protect itself two times in one turn, then that meant...

"Liz! Patty!" Kid was now running to the right, away from them. They stared. "Split up! Liz to the top, Patty below!" They understood his orders then, and did as asked. The creature's gaze was darting from one target to the next, unsure of which way it should head. Liz was looking on questioningly, as the monster seemed to be sizing her up. "H-Hey, so what's the plan here?"

"Attack." Kid was already taking aim, as the creature suddenly began charging at Liz. She cried out, and fired a round. One shot. Again, it was deflected. The left blade rose up, to protect its head.

At that moment, Patty dove in from the right. "YAAAH!" She fired off both rounds, which were blocked as well, this time on the right. Both arms were up, protecting it from the two targets it was currently facing.

But the back of its head was completely unprotected. And that's where Kid was aiming.

Two rounds were fired, one to reach the target, and the other to make sure it was dead. Both rounds struck the creature, and it let out a shriek as its tiny skull was shattered and its brain splattered. It fell over, revealing a beaming Patty and a panting Liz. Kid flashed them both the thumbs up, which they returned, a bit tiredly in Liz's case. Then, he looked at the fallen creature.

There must be balance. This being was unbalanced, and thus eradicated. In the end, symmetry will always triumph! He was pleased with himself, taking no note of Noah reaching down to draw his weapon. He raised it and was about to pull the trigger on Kid, when there was a sudden click. Liz now had her gun trained on Noah. She had a grim smile on her face.

"There's still one bullet left. Are you going to make me use it?" He knew she could hit him, she was a decent shot, even for someone so new. And she obviously cared for the boy. She wouldn't hesitate to fire if harm befell him.

Still though, he had more rounds than her...couldn't he use that to his advantage some way?

Kid was watching the stand-off tensely, feeling more worried for his friend than about the fact that there was a gun trained on him, when he had nothing left to defend himself with. If Noah decided to change course and shoot Liz instead, then what would happen? Would she be able to avoid it? What if she couldn't? What then?

It was not a pleasant scenario that played out in his mind's eye, as he looked at Patty. She was watching intently, no emotions identifiable on her face. But he was sure she was just as worried for her sister as well, especially since she couldn't back her up. Not without getting killed, since she had no bullets and wasn't trained in much hand-to-hand...though she was pretty strong. Maybe she should've been taking lessons.

But just as Noah was about to swing his gun over to the taller blonde, a cry suddenly rang out.

"NOAH-SAMA!" He winced – there was only one person who would call him that. And at such a pitch, something big must've happened. God, he hated that sound. He was now looking over at the rapidly approaching figure in the dust cloud – dust cloud? In a mansion? - with a slightly annoyed expression on his face.

"What is it, Gopher?" The male skidded to a halt beside Kid, leaning forward with his palms on his knees as he tried to catch his breath. Kid thought back to what he remembered from the layout of the house when they'd first arrived. Had he actually run up two lengthy staircases? He was certainly devoted to his boss, that was for sure. Arachne's underlings had underlings. That was amusing.

"Noah...Noah-sama, I...it's terrible! I just found it out downstairs in the lower levels!" He paused, to take a few more deep lungfuls of air. Kid was a bit unnerved by this person – he'd just noticed as he was talking, that one of the corners on his mouth went down a bit lower than the right when he pulled a sharp pout. Huh, and he was an enemy, didn't that mean Kid could punish him too? He could say it was all in the name of order, and he wouldn't even need a gun to do it with...

"What's so terrible? Spit it out already. I'm in the middle of something." At this, Gopher's pout grew. Why were these strangers so much more important than him? Kid felt his teeth grinding at the look on the male's face. So unbalanced - ! Maybe he could just get a pen and lengthen the sides of his mouth, so it would look better when it tugged down? Oh, but he'd need to get a pen with good permanent ink - !

"Arachne is dead! I saw her body! She's been beheaded!" Noah felt a jolt to his body at hearing those words. The loathsome spider woman was dead? As in, gone? Extinguished? Not of this Earth any longer?

He looked at Kid and his companions, who were also gaping at these words. If Arachne was truly dead, then did that mean...that Maka and her group had been successful in stopping her? Or had someone else done the deed? The realization was beginning to fully take root in their minds, and with it came a lot of mixed emotions.

Noah was happy. He was absolutely thrilled over this turn of events. Arachne being dead was far better than Arachne simply going into hiding. It meant that this time, she wouldn't resurface. There was to be no comeback – she was gone for good. In other words...

...he was free.

"Heh...heh heh heh..." The others were watching him warily. Even as he laughed though, Noah was also confused. With Arachne dead, it meant that he no longer had to answer to her beck and call. He could do what he wanted, take everything for himself, by himself. The orders being given would all be his now.

But then...what about Kid? His last orders had been to protect Arachnophobia, but now it was no more. Did that mean he didn't need to add Kid to his collection? After all, this meant that Shibusen was most likely still standing. But he'd gotten so involved, so engrossed in the battle...was he really willing to give up on his target after coming this far?

In the end, what it really boiled down to was: did he want to collect Kid in the name of Arachne, or under his own? Of course, he would choose the latter. Which meant, looking at his current situation, that he would be best hightailing it out of there. For now.

He wasn't defeated, he was just...regrouping. Yeah, that was it. He had to build up his own army, get things going for himself, make a new name, all his own. He could take over Arachne's old post, and then...

...then, he'd come back for the boy's head properly. By that point, they would've both grown in skills, he was certain. And hopefully, they'd have more tools and tricks available to them, too. So it was sure to be a memorable confrontation.

He would also prefer if it was just the two of them – those girls were good shots, but annoying. They weren't relevant to his interests; it wouldn't matter one iota if he were to add them to his collection. Perhaps he should've just killed them there and then?

No... His thoughts darkened. They may not have been important to him, but they were obviously important to his prize. So, he would let them live...until he could come up with an appropriate method to remove them completely. He couldn't wait to see the look on Kid's face when he did so. He was sure it would be a sight to remember.

For now though, he would retreat. Pulling his cap down to shade his eyes, he clutched his hollow book tightly, and headed over to stand beside his assistant. "Gopher."

The man jumped to attention. "Yes, Noah-sama?"

"We're leaving. There's no reason for us to stick around any longer." He then looked over his shoulder at Kid and his companions, who were watching him warily. Liz still had her gun trained on him. The look on his face was quietly maniacal, and it was focused only on the boy. He did not waver in his stance however, standing proud and even before him, surveying him with those sharp golden eyes.

"But do not count yourself safe just yet, son of Shinigami-sama. I will return. Your head is as good as mine." Yes. Noah was very pleased by that expression. He understood his intentions perfectly. Kid would be a worthy opponent in the future.

"I'll be waiting." His voice was cool and steady. Noah looked away then, attention focused down the hall, the way Gopher had come up. "Then! Gopher!" The male straightened, ready for action as he stood beside the man. There was a hint of color to his cheeks, and he was pulling the sharp pout again. Kid could not stand that sight, it was so horrible! Noah took no note of anything that was going on around him, and leaned forwards.

"Let's go!" With that, he began sprinting down the hallway, among the debris and bodies. Gopher gave the remaining group one last look before darting after his leader. These people should've known better than to tangle with Noah-sama. When they met again, which was going to happen, sooner or later...

You're toast. Smiling to himself with that uneven mouth of his, Gopher disappeared down the hall, leaving behind a staring Kid, Liz and Patty. Only the last one of the crew was smiling in any sort of way or manner.

"He's funny! And he knows some funny people! But he carries around lots o' scary things in that empty book of his! Hee hee!" Liz marveled at her sister's innocent summation of things, while Kid took in the damaged hallway, and tried to figure out their next course of action.

Since Noah had effectively ended their battle and Arachne had been defeated, Kid was pretty certain that things were just about wrapped up here. All they had to do was meet with the others, wherever they were. He could try contacting them on the com link. Pressing the button in his ear, he attempted to send out a message.

"Hello? This is Kid. I've just received word that Arachne is dead. We're coming back to the front now. Update us on the status of the rest of the mission once we regroup. Uh, over." Letting go, he listened for a few moments.

Nothing.

"Hey hey, one shot left! Sister, you got lucky! Kid and I used up all our bullets! Hee! I guess we just like shooting too much!" Patty was examining her sister's gun with a grin.

Liz stuck out her tongue. "It's not that I hate shooting, I've just never...had any sort of living target before. Those things were alive right, whatever they were?" She looked over the scattered carcasses, multiple craters and bullet holes one last time, and shuddered.

"Ugh. We actually managed to survive all that...go us?" Patty did a little victory dance, and Liz had to smile. Yep. They'd made it through. It was really all over.

"Alright!" They turned to face Kid, who had a new assured look on his face. "I don't know where the others are, but we can start - "

He was cut off by a sudden loud voice, that nearly deafened him. "Yo, Kid!" Where was it coming from?! The communicator...in my ear! Yanking it out, Kid held it in his hand, panting as it now lay on his palm. The voice continued, no longer directly into his skull. "What's up on your end?"

Was that Kilik? His head was still ringing, and both girls were now staring between him and the com link. "Kid? You okay?" Why was that thing so loud?

No, I just lost the hearing in my right ear, because I couldn't figure out how to reset this thing from the last time I used it. Kid didn't say this aloud, however. He simply pressed the button to talk. "We just finished engaging an enemy! They fled, but...it's okay! They are no longer a danger!" He didn't mention anything about the threat Noah had issued before departing. Right now, there were more important things to worry about.

The communicator crackled to life again. "Ah, you mean that funky looking guy and the one with the hat? Yeah, they just kinda...ran right past us, like they were in a marathon for their lives. I don't even know if Black*Star would've been able to catch up with them, or if Tsubaki would've let him try." Kid had to chuckle at Kilik's last comment. Those were his friends for him.

"Well, what about the rest of you?" There was silence for a few moments. Then, the male on the other end spoke. "We just finished wiping the floor with those Arachnophobia goons, and now we're waiting for you and Maka's group to get back." Kid felt his chest tighten slightly.

Maka hadn't returned yet? But Arachne was gone...they hadn't possibly taken each other out at the same time? That tense sensation inside him grew. He didn't want to think about that happening.

"We'll be there shortly." Giving the com link to Liz this time, just in case it went off again – Sorry Liz! - Kid turned to head down the hall. His expression was stern, and neither of the girls had anything else to say here. His look told them all they needed to know. When Kid was like this, there was no getting through to him. But in this case, it made sense why.

It was time to move on.

A/N: And yet another part of this winding saga has come to an end, though not without worry for the future. Kid and friends certainly have quite the challenge waiting for them later down the line, but for now...friends come first.

Sorry for the slightly delayed update, folks. As always, feedback is welcomed, encouraged, and appreciated. Next time: Catching up after the many battles, part one. Until then everybody, take care, and stay safe.