Spoilers: after the Anime and sort of from Manga chapter 62/3. You have been warnied.

Warning(s): Possible swearing, mild/medium gore level potential, fluff.

Pairing(s): SoMa, possibly some TsuStar and/or KidxLizxPatty

Brief: With the Kishin defeated, what new threats will rise up to face the heroes from Shibusen? Will Kid's words of warning when the Kishin was killed come true sooner than they thought? And can the Madness be eliminated completely before it consumes the world?

Disclaimer: Atsushi Okubo owns Soul Eater, not me.


A/N: Oh, wow, it's been a long time, hasn't it? I'm so so sorry for the delay (about three months of it ¬_¬') but I've had exams and all sorts of other crap to contend with, including a massive writer's block which I've just pushed past.

But, I am back now, and I will be moving through updates a little faster (hopefully) as I've put one of my other stories on hiatus until this one is finished or until I say otherwise. For now, though, I'll leave you with this chapter; enjoy!


Chapter Thirteen: All-Out Offence; Infiltrate the Black Fortress!

The group all looked pensive over what was to happen; gathered in the back of the truck which Sid was driving towards their destination, the members of Spartoi were anxious and nervously awaiting arrival. Kid still looked as irate and sorrowful as he had before they left, and even Patty's usually over-enthusiasm was dissolved by the mission ahead. Black Star looked a combination of frustrated and tired, though no one pressed the matter.

Maka glanced to her right to Soul, who appeared to have his mind on other things. Despite knowing they would overcome their resonance issues at some stage, Maka was worried for her Weapon's safety should they have to push themselves beyond what they had managed in England. As if sensing her worries, Soul looked up and across to her, gently squeezing her hand with a reassuring smile. She smiled weakly back. Her attention then fell upon the last two people in the group.

Crona was fidgeting with his left cuff, looking pensive and nervous, or rather more so than usual. Kai, on the other hand, was leaned back with his eyes closed, seemingly asleep. How anyone could be so at ease in this situation was beyond Maka, but she did not raise the point, trying not to stress people out more than they currently were. After a nearly silent journey, about twenty minutes away from their destination, Kid cleared his throat and spoke up.

"We're almost at the coordinates, so I'll be brief," he said. "When we get to where the Black Knight is hiding, we will most likely be unable to communicate clearly to one another, therefore we need a plan of action. We do not know who or what else will be with him, so we will have to be tactical as well."

"You be tactical," Kai said, rolling his head without opening his eyes. "I'm going straight for the knight; I've got a score to settle with him."

"Be reasonable," Kid growled, eyes glowing venomously. "If we split up and spread ourselves too far apart, we won't know if someone is in trouble until it is too late. We should stick together and fight our way through as one."

"And what if we are forced to part ways?" Kai returned, opening his eyes. "What of your plan then? We will be exposed if that happens."

"If we do it your way, we will definitely be exposed!" Kid's tone was growing more irritated by the Kishin Weapon's laid back demeanour. "We-"

"Stop it!"Maka barked, cutting him off. "Both of you; stop arguing! This is getting us no where. I don't know what happened on your mission, Kid, but this is not the way a team is meant to work." The young Grim Reaper bowed his head shamefully while the Weapon simply nodded. "Now, assuming that we come across more than just the Black Knight, we will have to split up to save time. But we'll cross that bridge when we reach it. Until then, we will stick together and watch each other's backs, got it?" No one moved or even thought of objecting, so Maka simply nodded. "Good."

Abruptly, the truck stopped, throwing the group sideways as it slid to a halt on the slippery ground beneath the tyres. They regained their composure and hurried out of the truck, only to freeze at the sight before them. In the dark of the coming midnight, aided by the light of the moon alone, the base of their opponent was truly terrifying. It was an old, medieval-styled fortress, a dark patchwork of brick, corroded metal and rotten-looking wood. The portcullis sat before the large double doors within the mouth of a serpentine skull. Two large red pupils rolled inside the sockets, making it seem that the building was a living thing in itself, which was not as insane as it might sound, considering what the group had seen between them. Six thick chains dug themselves into the sandy ground around the building, anchoring the structure, while a huge spire lay at the centre of the compound, the Kishin's emblem evident on the walls. Kid finally broke the silence with a dark snort.

"Disgusting," he growled. "Such a waste of perfectly good symmetry." Maka blinked, amazed that Kid was not marvelling at the symmetry as he usually did. With a loud clunk and the metallic scraping of metal on metal and metal on stone which echoed throughout the dunes, the heavy gate lurched upwards, granting the group passage. "Liz, Patty, be ready."

The sisters nodded, transforming in a flash of pink light and falling into their Meister's hands. Tsubaki also changed, the short-bladed ninja sword falling obediently into Black Star's right hand. Maka turned to Soul and held out her hand. He grinned back, taking the hand in his and transforming into his scythe form. The three Meisters walked into the gateway with Kai and Crona close behind. No sooner had they entered the building did the gate come crashing down again and the doors slammed shut and locked.

"Welcome, Spartoi," the unmistakeable voice of the Black Knight boomed from the very walls. "I am glad to see you were quick to get here. Now we can watch the end together."

"Enough of this!" Kid said firmly, suppressing his anger as best he could. "Show yourself to us!"

"Where's the fun in that?" the Knight asked as the structure shuddered and shook. "If you want to find me, walk down the corridor. You'll know when to stop."

"I don't like this," Soul's voice said firmly. "It could be a trap."

"Agreed," Kai nodded. "But do we have any other choice?" Without another word, Kai moved forward and down the dimly lit corridor ahead. The others exchanged looks for a moment, then began to follow him, until they all reached a round room with four pathways up ahead. "Great... Now which way do we go?"

"All of them," came the reply through the walls. A painting of the Knight lay in the central division between the corridors, and began to ripple, making the image move. "You'll find me down all of these routes, but only one is unguarded. I will leave it to you to decide who will go which way." The painted stopped rippling and the voice fell silent, prompting the group to turn to one another.

"H-how are we going to split up?" Crona asked anxiously. Maka thought for a moment, then leant Soul against the floor, closing her eyes.

"I'll try to use my soul perception," she said. "Maybe we can find out who or what else is here."

Inside his weapon form, Soul spread his arms, a tangle of spiders webs surging out from him. He then moved his right arm across his chest, a scythe blade protruding from the outer edge, but the cutting blade was replaced by a series of keyboard keys.

"Let's see if I can tap into Arachne's network," he said to himself. "Maka, follow my wavelength." He pressed his fingers to the keys, playing a light, flowing melody. "Soul Searching Melody."

A blue aura shone around Maka and Soul, the room filling with the music. While the others listened, Maka's soul embraced the music, following its flow down each pathway. After a few minutes, the music faded and the glow subsided. Maka opened her eyes and balanced Soul on her shoulder.

"There is a powerful soul reaction down the furthest corridor," she noted. "But it was not very distorted; it's not the Knight, but it is powerful. There's another down this one," She pointed to the corridor on the right-centre. "It's familiar, but I can't tell why. It feels warped, but it does not match his wavelength. The Knight is down this one... I think." She pointed to the left-hand centre corridor. "It's hard to tell though. The last route had no response, but it may be an illusion or a well-hidden reaction..."

"Well then," Kai said, turning to the second route from the left. "I'll go this way."

"Tsubaki and I will take this one," Black Star decided, pointing to the first from the right.

"In that case, I will go this way," Kid said, stepping up to the first corridor to the left. Maka nodded and moved to the last remaining route. She turned to Crona as the others had already left.

"Go after Kai," she said softly. "Your abilities are similar; maybe he can teach you how to use Ragnorok fully while you're fighting." Crona nodded.

"B-be careful, M-Maka," he said shakily, before running down the corridor. Maka turned down the corridor, breathed in deep and nodded to herself.

"Let's go, Soul!" she said, taking off into a sprint, eager to discover the opponent she was up against, and why they felt so familiar.


Far Right Passage

Black Star kept moving, the memories of the training within himself and the Enchanted Sword replaying again in his mind's eye as he fell to his knee once more. The Will's words echoed once more in his head; "You will never achieve such selfish dreams. Until you learn the truth of a fight, I can not allow my full power to be used by such a puny being."

"Damn bastard," he grumbled. "What did he mean by that? He could have at least pointed his God in one direction."

"Maybe you're over-thinking this," Tsubaki suggested, but their conversation was cut short as they emerged into a round, large room.

It was a very bland room in itself; the walls were bare apart from a handful of torn and faded paintings and a number of torches. As they stepped into the room, a metal door slammed over the entrance to the room, the torches bursting into flames and illuminating the room in a dark, ominous purple. Walking in further, Black Star realised they were inside a ring of pillars, making the place seem more like the insides of an ancient battle ground. The ground turned to orange-red sand under foot as he kept walking.

At the centre of the room, perched upon a pedestal which stood only a metre or so high, sat a figure, a woman. From what he could tell, she was about twenty, maybe younger, with fiery hair which led down to her naval at the front, her bangs cut away jaggedly above the eye line, revealing her frosted steel gaze. She wore strange clothes; a light purple undershirt and bikini-bottom-like lower half beneath a thick black cloak, the hood covering her head except for the face, and a pair of long black boots with a flat sole. She peered up at Black Star and smiled.

"Oh, you're here," she said pleasantly. Her voice sounded delicate and jovial. "I'm glad; it was getting boring here on my own. Oh, and you're a real cutie too!"

"Who are you?" Black Star asked, unfazed.

"Shame you're so dull," the woman pouted. "They call me Blaze. I'm a Dark Witch. You know what that is, hun?" When no response came, Blaze giggled. "It means I'm a witch who isn't affiliated with the other witches. We tend to be tougher 'cause we don't have any limits and laws to abide by."

"Is the Black Knight beyond here?" Black Star asked. Blaze nodded.

"Yup," she grinned. "But you gotta beat me first!" Her eyes narrowed into a coy look. "So, what's your name, cutie?"

"I am the great Black Star!" he roared in return. "The one who will surpass God and the Meister of the Dark Arm Deathscythe, Tsubaki Nakatsukasa!"

"Oh, how boring," Blaze yawned. "A long winded, overzealous child. I had hoped for better, but beggers can't be choosers, I guess." She stood, dusting off her backside, and mule-kicked the pedestal, reducing it to powder and stone shards. Black Star's eyes widened at this display of strength from someone who looked so fragile and thin. "Try to make this interesting, 'kay, Black Star?"

Black Star tightened his grip on Tsubaki, channelling his wavelength into his Weapon, and grinned.

"It is you who will have to make this interesting!" he declared, shooting forward using his Speed Star technique. "Take this!" He swung the sword at the witch, who did not move as it arced towards her.

"Release limits level 1," she purred, a purple aura emanating around her. The energy spiked outwards and shoved Black Star away like an oversized rag doll. Blaze turned to him as he stopped on the slippery sand. "If that's the best you have, you had best quit now."

Black Star gritted his teeth as he set off again, having no intention of giving in then and there.


Near Left Passage

Kai stopped in the room and looked around with intrigue. He had seen the underside of Shibusen before, and the room he stood in now resembled the catacombs well; shadows clung to every part of the way ahead, barely any light visible down the corridor made by the pillars and arches all around. He frowned, stepping inside.

"Why go to all this trouble?" he wondered. "Is it meant to mean something to me?" A light whimper behind him drew his attention to Crona, who was shaking at the sight of the room. "Hey, Crona. What's wrong? You look like you've seen a ghost."

"Th-this place..." he murmured. "Is where is started..." Kai looked puzzled.

"You mean you've been here before?" he asked. Crona nodded.

"S-sort of," he replied. "Th-this is wh-where I f-fought Maka b-before I j-joined Shibusen." He gripped his right arm awkwardly. As if the action calmed him, Crona started to speak more levelly and stopped shaking. "I don't know what is going on. I don't know how to deal with this place again." Kai smiled and placed a hand on Crona's shoulder.

"'S'alright," he reassured the Demon Swordsman. "I'll help you through this." Crona smiled meekly, but it soon faded to a look of dread as a voice echoed from ahead.

"How nice of you to join us," it said. The voice was female, almost sickly in the false sincerity in the tone. "I see you've made a new friend, Crona. That's good; I'm so proud of you."

"N-no..." Crona managed. "It can't be you... It can't be!"

The floor began to ripple a short way ahead of them as something began to emerge from the ground. As it began to surface, the being was shown to be rather small, coated in a dark substance which resembled Black Blood. Slowly, the dark ooze began to roll down the figure, seeping into the floor and staining the stone black. The being was small and almost malformed in appearance; the creature was purple with rings of black encircling it all over, resembling a larvae of sorts or a crescent moon in shape, but the design was obscured further by the red lips and yellowed set of teeth between them, a vertical protrusion jutting from the top of the upper lip as if it were an eye. Several spiked protrusions appeared around the lower half, from just below the mouth in height, forming a sort of frill. The creature opened it's mouth and leant forward, a torrent of black pouring onto the floor. Kai had a look of disgust on his face at the sight of this, while Crona shook more in fear.

"It had been so long," the voice said again, but it was not coming from the small being, but rather the mass of black on the ground, which was proceeding to rear up and twist into a humanoid form. "Since I saw you with my own eyes, Crona. And finally I can lay eyes on you."

"I-it c-can't b-b-be y-you!" Crona protested anxiously and worriedly. "I-I s-s-saw you d-d-d-die!"

"Oh, my dear child," the voice hissed as it's body stood up straight and began to become animated. "Did you truly believe that such a pathetic girl could beat me with such a detestable move? I am more than a body, dear Crona. You should know that by now."

"Crona, just who the hell is this?" Kai asked, not taking his eyes off of the two creatures in front of them. The humanoid figure began to lose its covering of black, parting to reveal a pair of sinister yellow eyes and white skin.

"Th-t-that's... m-my m-mo-mother!" the timid boy blurted out. Kai's eyes widened as the figure finally came into full view.

"What did you say?" he asked rhetorically.

The woman bared her teeth at the two of them, revealing the full body that was Medusa Gorgon, but with differences; she now had hair as black as tar, a white spiders web pattern on the right side of her clothing, and a pair of spider tattoos on her ankles.

"It's good to be back, son," she sneered, the creature behind her settling onto her shoulder like a pet hawk. "Did you miss mummy?"


Near Right Passage

The sound of Maka's shoes pounding on the stone floor reverberated all around the corridor as the Scythe Meister ran down the route she had given herself, Soul resting in her grip and leaned on her shoulder. A tremor caught them off-guard, making Maka stop dead in her tracks, focussing on the source of the tremor.

"A witch," she said. "That's what Black Star is up against."

"He'll be fine," Soul reassured his Meister. "Like a witch would ever beat Black Star."

"Yeah," Maka nodded, distracted. Soul frowned, his reflection appearing in the blade of his Weapon form.

"What is it?" he asked, knowing something was wrong.

"This sensation," she replied, pausing. "I recognise it, but... how could that-" The girl was cut short as she felt something spike. She opened her eyes wide and gasped. "No... that can't be..." Soul could feel it as well through his resonance link with Maka.

"No way," he said. "We cut her down, she can't be alive... can she?"

"She must have found a way to escape," Maka growled, punching the wall in frustration. "Dammit! Why did I send Crona that way?! I'm such an idiot!"

"Hey, cut that out," Soul said firmly. "You couldn't have known. We'll just have to fight through this route; you know Crona will get through his." Maka sighed.

"You're right," she conceded with a nod. "Thanks, Soul." She started back off running.

"No problem," he replied. "What kind of Deathscythe wouldn't have his partner's back? That'd just be uncool."

Maka giggled at this as they came out of the corridors end. She looked around the room, but a thick purplish fog bore down on the area, obscuring everything from sight. It was also could, almost icily and ominously so, as if the atmosphere in the room was reacting to what was to come for them. The Meister pulled her coat a little tighter around herself as she walked forwards once more, keeping an eye out for their opponent, who soon made themselves known. The being sat in the branches of a tall, dead tree atop a hill, all of which seemed rather familiar. When they saw the being in their full glory, the duo stopped dead, staring wide-eyed at their enemy.

"No way," Soul managed to say. The creature laughed in the same voice as it had the last time they had met.

"Well, isn't this a surprise?" it said gleefully, in a sadistic way. "I bet you thought I was gone, right?" The creature laughed again, swinging out of the tree and landing on the ground with a thud. "I am an embodiment of Madness, I cannot die as long as Madness exists!" It reared up. "I am the Mad Clown!"

Maka tightened her grip on Soul, holding his handle in both hands. As if acknowledging her intent to eliminate the foe, Soul's wavelength pulsed and flickered briefly before matching hers seamlessly. She moved her right foot backward slightly into a strong but defensive position, focussing on the Clown. When it did not make a move, Maka sprung forwards, Soul's blade at the ready.

"Let's go!" she shouted, focussing her wavelength and Soul's. Sensing what was coming, Soul tensed himself and prepared to give it his all.


Far Left Passage

Kid stayed focussed on the way ahead, using Beelzebub to traverse the lengthy and winding corridor quickly. In their joint subconscious, the Thompsons looked nervously at one another.

"How much longer is this corridor going to go?" Liz wondered aloud. Patty turned to her sister and shrugged.

"It won't be much longer," Kid replied to his Weapons while still focussing on the route ahead. "I can feel it now." Liz nodded, pausing for a moment.

"Kid," she finally said. "About what happened in Niglesh-"

"Sis," Patty cut her off, shaking her head, as if warning her that it was not the time.

"There was nothing you could do," Liz went on. "So don't beat yourself up about it." Kid was silent for a minute, then sighed.

"I'm sorry," he replied at last. "I've been distant to you girls, haven't I? I've been hurting my Weapons as well as myself." His eyes were full of remorse as he looked to the pistols. "I don't deserve to wield you two."

"Don't be ridiculous!" Patty snapped, looking more angered by these words than anything before. "Of course you do! Would we still be here if you didn't?!" Liz and Kid blinked.

"Patty's right," Liz finally said. "We're a team, Kid. Just remember that." The young Shinigami smiled at this.

"Thanks, Liz, Patty," he said as they emerged in a room at the end of the corridor. Abruptly, Beelzebub vapourised, leaving Kid standing on the stone floor of what appeared to be a throne room, but there was no sign of a throne, only an armoured figure standing at the top of the stairs at the centre of the room. "You."

"Yes, me," the Black Knight agreed. He cocked his head with intrigue. "I see, going by your actions so far, that you are displeased with the way things went in Niglesh. In that case, I will let you in on a secret." Kid glared at the opponent before them, prompting him to go on. "The data from that site, the things created in Project Armoured Sword, is the basis on which I was formed. By extension, I am the amalgamation of the very thing you despise so." Kid's glare intensified.

"In that case," he said, moving his body into an unusual, angular stance. "In the name of all those you have killed and who were killed to create you, Black Knight, I judge you! Death God Martial Art – Stance of Sin!" The young Shinigami glowered. "I will defeat you, Black Knight." The Madness Transponder drew his sword with a sound of pleasure.

"You can try, son of Death," he replied. "The question is, can you do it before my siege on Death City?"


Outside the Black Fortress

Sid and Nygus watched in horror as the fortress shuddered. The members of Spartoi had barely entered the place, but it had suddenly started to move and tremble. Suddenly, the chain furthest from the truck lurched upwards, pulling a huge foot from the sand. The foot crashed down, sending a shudder all around, before another appeared, and another.

"What in the world is this?" Nygus asked. Suddenly, the last chain, the one nearest them, rose above the vehicle, casting a shadow over both it and the two occupants.

"Nygus, look out!" Sid shouted, grabbing the woman and pulling her from the truck, moving away from the truck just as the metal sole came crashing down upon it, smashing it to pieces. "Are you ok?"

Nygus nodded, their gazes returning to the fortress as two large plumes of smoke erupted from two of the smaller towers inside the complex, a pair of cannons appeared over the walls, and the skull which served as the entrance shifted upwards on a makeshift neck. The hulking behemoth of a city had become a siege engine of immense proportions. As it heaved itself from the sand and began on it's way, Sid pulled out a mirror and wrote the number 42-42-564 in the fogged mirror.

"Sir," the zombie said to the image of Lord Death. "Spartoi have successfully entered the enemy's fortress, but we have a problem; it's moving."

"Moving?" Lord Death asked, surprised. "Moving where?"

Sid took a look at the direction the machine was moving in and breathed a gasp.

"Towards Death City," he said. "It's heading for you, Lord Death."

The machine was quite a way away now, and neither Sid nor Nygus could make out the silhouette of a person as they leapt from a sand dune nearby and scaled the behemoth's leg.


Well, I hope this was worth the wait, everyone. I'm very sorry it took so long, but I am trying to balance out a lot of work with this, as well as other things I'm doing.

So, just to remind you all of the routes, people on them and their opponents;


Far Left – Kid – Black Knight

Near Left – Kai/Crona – Purple Clown/Medusa

Near Right – Maka – Mad Clown

Far Right – Black Star – Dark Witch (Blaze)


Oh, and I realise, looking back, I called the Mad Clown the Black Clown in previous chapter; that was a mistake I made. Followers of the manga probably know why.

And sorry for the lack of fights in this chapter; I wanted to set the stage for the final stages of this story.

Before I go, I want to ask you all this; would you like this story to have a continuation (or two) or keep it as a stand alone? Let me know in the reviews.

Until next time, everyone!