"Looks like Prague alright," Soul said, looking around at the medieval looking town around him. "The place where we should be finding it."

"Not too long now," Maka commented, eyes on the road they walked, shining with brilliant enthusiasm. "We find this witch, we kill said witch, you eat the soul, and then you become a Death Scythe. Hard to believe we made it all the way to this point. Well, all over again, I mean."

"Yeah," Soul agreed with that casual smile of his. "Let's hope this one only has one life this time."

They both couldn't help chuckling at that, remembering the day when Blair would enter their lives, for better or worse. Much as they grew used to the erotic cat witch, remembering the days their hearts shattered after getting so close to reaching success still stung. Now, things were different. What was once looked back on in pitiful lament would now be looked back on in good humor once Soul finally ate the needed witch soul tonight. At least, that was what both meister and weapon were hoping for as they trekked onwards. If the universe decided to be cheeky on them tonight and another 99 Kishin eggs had to be collected again, they didn't know if they would go full berserk mode or end up in some week long slump. They supposed it depended on how hard it would hit should it happen.

Still, for their latest attempt, they were working quick. Quicker than Lord Death expected any student to work towards the ultimate common goal of DWMA meisters and weapons for various reasons. They knew Black Star and Tsubaki were either taking their sweet time with it or had just stopped, due to their priority shift to taking care of Angela while Mifune was away teaching, and Kid and the Thompson sisters pretty much just did standard Kishin patrol with the thought of turning either Liz or Patti into Death Scythes as the last thing on Kid's mind. They weren't sure if Ragnarok could become a Death Scythe, even if he was a weapon, and as for the others like Ox, Kim, and the rest of their group, they didn't really interact with them much outside of the classroom, so they wouldn't really know what they were up to outside of Crona's usual mission updates. Not taking any other students into account, it was a pretty safe bet that they would be the first students in their year to obtain this high honor. Soul in particular could taste it, growing so very near.

There was something a little peculiar about Soul's behavior during this journey that Maka was beginning to notice though. Soul seemed more determined to get to the status of Death Scythe more than usual. He was still the same cool and laid back weapon that she came to know, but the drive in his eyes had been shifting into an overdrive, almost to the point of desperation. Was it because of the incident with Blair that caused him to want the title and power more than ever? Was it some sort of paranoia that he kept hidden after the mess with Asura? Perhaps it was something else entirely, Maka was not really sure on what it could be, and she usually had an easy time reading what was on the weapon's mind. They were partners and best friends after all. She had been debating over whether or not she should ask about it, obviously curious but not to the point where she would want to intrude on Soul's privacy. In the end, she decided that it was worth at least one shot, and if he wasn't ready, then that would be the end of it.

"Hey Soul," Maka began, slowing down. "I never asked this when we first met, but…"

"Yes?" Soul inquired, changing speeds too.

"Is there a reason why you want to become a Death Scythe?" She got out, though Soul looked confused in response. "Like, do you want to do this to prove some sort of point or something? I don't mean to intrude or anything! I'm just curious, that's all."

The temperature of the atmosphere, Maka felt, was slowly getting colder, and the feelings of regret were starting to build. "Maka," Soul said quietly as his legs came to a halt. "I never really told you much about my background, did I?"

Maka's nervousness was growing, afraid that she may have struck a nerve. "Um, no, you haven't. Look Soul, if I said something that may have hurt you-"

Soul silenced her with a hand. "No, it's okay. I think perhaps it's time I come clean on a few things anyway."

Maka could only gulp in anticipation. "Okay, if you're comfortable with it."

Soul remained silent for only a moment longer, taking a deep breath, and finally, spoke. "I come from a famous family of musicians. We played instruments of many sorts, and I'm sure you can guess which one I decided to take up."

"The piano, right?" Maka asked, relaxing a little as her partner started his story.

"That's right," Soul confirmed with a faint nod. "I was a good player. Everybody loved the sounds I would create. That didn't stop me from feeling the way I did about a certain someone."

"I'm guessing you were envious?" Soul nodded in response to his meister's question. "Was it someone in your family?"

"...Yeah," he replied after a moment's hesitation. "He was my older brother, Wes Evans of the violin. We didn't fight or argue much or anything, in fact he was probably one of the people I was closest to. Still, I could never quite get out of his shadow when it came to music. No matter how amazing I would play, I was always seen as second fiddle to my dear older brother…"

The sourness in his voice was undeniable to Maka. Anxiety soon turned to stunned silence, the young girl growing more unsure on what to say to her best friend. She wanted to comfort him. To reassure him that he was great on the piano, to praise him for being such a reliable weapon. Still, she didn't want to say something out of line. Not while he was recounting an emotional point in his life and the events that led to him coming to Death City. She figured it was best for him to just let it all out now.

"I didn't even feel validated of my ability when Wes himself praised my talent," Soul's voice was starting to crack, yet he tried his best to keep calm. "When I found out I could transform into a weapon...I felt alive for the first time in a long while. I told my brother that I was headed to the DWMA to start something new. To separate myself more from his shadow and create my own unique identity. That's why I go by the name Soul Eater instead of Soul Evans. I'm just trying to stand out from the rest of the crowd. To stand out from Wes."

"Was he supportive of your choice?"

"Yeah," a somber smile graced Soul's face upon answering. "He wished me the best of luck on whatever I decided to do, though he made it clear he would miss me. A lot. I don't think I contacted him much once my life in Death City started in full swing. Who knows how he feels now?"

"Wow," Maka said. "I...I don't know what to say, Soul. I never thought that you felt this way about yourself. I kind of feel like a jerk now for how badly I treated you at times when I never even bothered to get to know you until now. I...I'm sorry..." The meister was starting to tear up at this point, rubbing her arm and shamefully looking down on the grounds where she stood.

Soul just pulled her into a one-armed tight embrace. "It's okay. I never held it against you. You're good Maka." Once they pulled back, Maka's eyes lit up with a fire Soul had only seen a few times before.

"From now on Soul, I promise you that I will do anything it takes to turn you into a Death Scythe," she stated, convicted and determined. "No matter how many times it takes. No matter how many times we may stumble, I WILL make you a Death Scythe!"

Soul tried to pass it off as nothing special, but it was difficult for him not to smile. "Eh, trust me. It's no big deal. We'll get to it when we get to it." Maka just giggled and gave him a light chop on the head.

"Sure it's not." Their smiles were infectious to each other, and soon enough, laughter began to break out among them. It wasn't to last however.

"I see you two are having a nice time all by yourselves," a sinister voice echoed around them, setting both weapon and meister into high alert. "It would be a shame if I were to crash this little heart to heart."

"Show yourself!" Shouted Maka, Soul's scythe form in a tight grip. "Or are you too much of a coward to fight your own battles?!"

"My, you certainly would make for a fine specimen indeed," the voice said with a haunting giggle. "I'll take you first, then we'll see what we can do about your little weapon friend."

"What the hell are you talking about you witch?" Soul asked, but it was useless as his answer would come soon enough.

Suddenly, something began to wrap around Maka, almost like that of a cocoon. Her screams of protest were muffled by the silky texture of the cocoon, and her arms were wrapped around her body as well, leaving Soul to transform back into his human form. Soul got a good look at what was happening. The thing wrapping the cocoon around Maka looked to be one of those Arachnophobia lackeys they saw back when they fought against Arachne's forces and the Kishin, only this time instead of a spider motif for its mask, it resembled that of an ant. Behind it, a witch appeared with a similar motif and a sickeningly calm, satisfied smile.

"Hmmm…" she hummed out, inspecting Soul a little bit. "Yes, you would make a very fine kishin indeed. Though, I suppose I should introduce myself before you and your friend are turned in full. My name is Ponera."

"As if I care what you're called!" Soul exclaimed, charging straight at both of them. "Let Maka go right now!"

A random kishin dropped down on Soul from one of the rooftops, though that didn't really matter seeing as how Soul caught sight of it, and before it could do anything significant, Soul sliced its head off with ease. Ponera and her subordinate took the time to jump back onto the roofs of the surrounding buildings, Maka's soul cocoon still in their grasp. Soul didn't falter in his pursuit, and in turn, the kishins didn't stop coming for him. Not like it mattered, for even without a meister, Soul was by no means a pushover on his own. First it was his arm, then a leg, then the other arm, then the other leg. Every kishin that came his way was slashed and stabbed through careful acrobatics and well-timed cuts and piercings to the most vital parts of their bodies. By the time he was on equal ground with Ponera, his eyes scattered all over the place as ugly, deformed kishin monstrosities surrounded him at every corner.

"Damn," he muttered. "This shit is so uncool."

"You know you could just give up, right?" Ponera suggested. "Defeat is inevitable without this meister of yours."

Soul growled, his sharp teeth giving off the image of a wild predator ready to fight. "Like hell I'll do that. Maka's not going to turn into a kishin here, not while I'm around."

"Very well," Ponera said with a tired scoff. "Your choice in that case. Get him."

The kishins all jumped toward the single scythe, and Soul launched himself towards them with a fierce glare. He didn't care how long it would take. He would save Maka. He would prove his worth.