A/N: I'm so sorry for not uploading this on Saturday! I had this chapter done by then, but I just completely forgot to upload it...OTL...Also, I hope my OCs aren't taking up too much spotlight, and that the canon characters are IC... u_u

Warning: Same as always~

Disclaimer: Dis series ain't mine, broskies.


Chapter 3: Enter Kiwi

The pink cat made her way to the Academy in little to no time, and circled the area multiple times to take in its view. After a half hour of doing nothing, she sighed and figured she'd get to work.

"Mew…how am I supposed to get way up there?" Kiwi mumbled sadly, eyeing the giant candle before her. When she heard footsteps, she hopped up on the nearest tree as she looked down to see who it was. Before she could determine the figure, the tiny machine wrapped in her tail beeped once, indicating that the person walking out of the school was a weapon. She grinned, her fangs poking out of her mouth.

This is my chance, mew~!

The tiny cat balanced herself on the branch and aimed her tail at the boy walking down the steps of the building. However, she tripped at the last moment and fell to the area right beneath the twig she had been resting on. She stood up quickly, marching in place.

"Ahh! No, no, no! Not fair, mew~!" She spun around, in search of the cube she was given, but wasn't able to find it. Suddenly, a tall figure appeared before her.

"A cat? What's a cat doing way out here?"

Mew…now there's a weird blue man in front of me…!

Sid took the device into his possession and sighed.

"Were you playing with this?" He asked, extending his arm out to the kitten.

Kiwi meowed several times, jumping and swiping a paw at Sid's hand. He shook his head and started walking away. Kiwi followed him and kept meowing to try and get his attention, and the zombie finally turned around.

"Listen, cat, you shouldn't play with something so small. You could choke on it! I'm going to dispose of it." Sid informed the creature, heading towards a trash can.

As he walked on, the small furball kept following him.

Once he throws it away, I'll just snatch it when he leaves, mew~!

Passing by the garbage bin, Sid dropped the cube into the container and left in the opposite direction, mumbling to himself about stupid cats. Kiwi hopped into the can, wincing at the smell, and grabbed her treasure before hoping out smoothly and landing on all fours.

She meowed excitedly and resumed her spot on the branch she was on earlier. She climbed a bit higher to avoid being seen and placed her paws on two separate branches. She waited anxiously for more pairs to come out.

The machine beeped every few minutes, and whenever the weapon was hit, their meister would notice something wrong with them and the two would slowly walk back inside. After thirty minutes, however, Kiwi had only succeeded in infecting three or four weapons.

"This is taking way too long, mew…" She said sadly, climbing down the tree, "I have a better idea, mew~!"

She intruded the building, dodging anyone that came near her, and decided she was much closer to the students—close enough to do her job easier and quicker.

None of them seemed to know she was there, or if they did, they didn't acknowledge her presence. She smiled to herself, taking in the fact. It was definitely an advantage to her part!

She strutted down the busy hallways, and although she admired her invisibility among the students, she grew curious as to why no one had spotted her as of yet. However, she simply ignored the thought and continued making her way around the school, thinking of how to get all the weapons together at once—if it was even possible.

As she passed by a room, she noticed Dr. Stein in it, teaching a class.

Dr. Stein…he teaches the strongest pairs, mew~! If I can infiltrate the classroom, I can get all the weapons in there at once, mew~!

Walking a bit closer to the door, Kiwi's smile grew.

The students are all busy doing work…they won't even notice me coming in, mew~!

"Hey, Stein!"

Sid's voice suddenly boomed from behind the pale cat and she scrambled to her feet to run across the hall. She squirmed behind a recycling bin and poked her heard out to take in the view down the aisle. From her hiding spot, she saw Sid walking into the room she was just about to enter a moment before. A few seconds right after, both he and Stein walked out and began talking to one another in a low voice.

Perfect, he's not even in the room anymore, mew~!

Kiwi strolled out of her spot after taking in the appearance of Stein. Using most of her energy, she replicated herself to look exactly like him—using a slight more bit of power than normal to mask her voice, as well. She slowly walked into the classroom, making sure that neither Sid nor Stein saw her entrance.

Maka looked up from her work, startled. Soul noticed this and looked at her, concerned.

"What's wrong?" He asked carefully.

"A weird soul wavelength just appeared in this room…" She muttered quietly.

Soul looked at her, slightly alarmed, before nodding to their teacher, who nobody yet knew was Kiwi.

"You sure it's not just Dr. Stein?"

Maka rolled her eyes and shook her head.

"He's not that weird…and yeah, I'm sure it's not him." She said worriedly, looking at the front of the classroom.

"Maybe it was just someone passing by. I'm sure it's nothing to worry about, Maka." Soul suggested with a shrug. The blonde nodded and went back to finishing her paper.

Kiwi grinned to herself as she took in the realization that nobody even noticed her intrusion. Hiding the device in her pocket, she turned to her students and clapped twice, rather loudly, to get their attention.

"Students, I have an assignment, mew~!"

Suddenly, Ox's hand rose in the air, and before Kiwi could grant him permission to speak, the student interrupted her.

"Did you just meow, sir?"

Kiwi's smile deteriorated when she realized her mistake.

"Ah…I have a frog in my throat, me—maybe…?" She said, slightly angry.

Ox stared at her a second before lowering his hand.

"Anyway, my assignment…" Kiwi was once again interrupted by a student when Maka's hand shot in the air.

"Yes, Maka?"

"But Mr. Stein, we're already doing this assignment…" She trailed off, pointing at the paper she was writing on.

Kiwi seethed, pinching the bridge of her nose. She didn't have a lot of patience, especially with stupid mortals like those children, and they were wasting her time! She was running out of energy having to keep her form like Stein's, and the longer the students asked questions…She sighed, erasing the thoughts from her mind.

"This one is more important! It can help you with your, erm, battling techniques and whatnot, me—maybe…?"

Professor Stein sure is acting weird right now…

Kiwi sat on Stein's chair and spun around a few times before sliding down the empty space in front of the classroom.

"Weapons on this side," She declared, holding out her left arm, "And meisters on the other!"

Everyone obeyed, yet Maka stayed suspicious of her teacher's actions. She tried to force herself to shove the thought to the back of her head, but she couldn't let go of the weird soul she was feeling.

Kiwi stood up and walked to the division of the students so that she was clearly visible to all of them.

"This is the…uh…Soul Extending Cube!" She held it up for the kids to see and walked down the line of students, showing it up high. "It makes your soul wavelength expand more than usual so that you and your partners can resonate from a greater distance."

She was definitely getting the hang of this teaching thing…!

Maka was skeptical once more and asked how that was possible. Kiwi faltered, but recovered by saying that she didn't know herself and that was what made it an amazing discovery.

The intruder then turned to her side and walked over to the meisters, pressing a button on the object in her palm.

"Alright, this won't hurt a bit, I promise!"

Well, at least not the meister kids, mew~!

She aimed the object at the line of students and waved it around in order to make sure its light shone on them all. Even though it had no effect on meisters, she wanted to pretend that it would and thus everyone needed to be touched by it.

When she was done, she dropped her hand to her side.

"Now…the weapons, mew~!"

"Mr. Stein, you meowed again…" Soul interrupted, crossing his arms in a bored matter.

Kiwi ignored his statement and aimed the device at the weapons. At first, there was no reaction, but once a few of them started to get electrocuted, she laughed and shoved the item in her pocket.

Meisters ran to their partners, ensuring their well-being. Maka, however, walked up to Kiwi who had by then transformed back into her cat form.

"You! I knew there was a different wavelength in here!" She yelled, chasing Kiwi out of the classroom. As she did so, she bumped into the real Stein, allowing Kiwi to run out of sight. "Professor Stein…!" She breathed.

"What's going on in there?" Sid questioned, hearing the panicked cries of Stein's students.

"Is there a fight going on without supervision, Maka? They should know that's not allowed!" Stein asked, storming in the room, "We'll continue our chat later, Sid!" He called over his shoulder. The zombie said nothing as he walked off, confused. Maka ran in after Stein with wide eyes.

Nearly every weapon in the class was on the ground, including Soul and Tsubaki. Maka shuddered at the sight.

I guess it's good that Kid's on a mission with Liz and Patti…

Black Star was standing his guard around his partner, yelling to and threatening anyone who got too close to them.

Without a moment's hesitation, Maka used her Soul Perception to take a look at everyone's wavelengths. They were all distorted; Soul's and Tsubaki's being the worst of them all from previously hit by the attack. She dashed over to her partner's side, helping him up as Black Star did the same with Tsubaki.

"Listen up, everyone!" Stein announced after composing himself, "Get your partners out of here! There's an unusual wavelength in the area and weapon students cannot afford to be hit by it!"

His students looked at him as if he were crazy, but obeyed him nonetheless. They searched for their classmates and dashed out of the building as quickly as they could. When Maka and Black Star were about to run out, followed by their two dazed weapons, Stein held an arm out to block their exit.

"Maka, Soul, Black Star, Tsubaki," He called their names as if taking attendance, "Mind staying behind?"

Black Star fist pumped the air with a smirk, claiming that he was ready for whatever they were about to face. Tsubaki reluctantly agreed, muttering softly to herself how weapons were always supposed to go along with their meisters. Maka eyed Soul, asking him silently what he wanted to do. He grinned.

"So, you're up to this?" She asked to make sure.

"Waiting on you, Maka." He declared, holding his hand out.

She grasped his hand, and even though there was a slight difficulty at first, she then held a scythe.

"Let's go, let's go, let's go already!" Black Star exclaimed. "Tsubaki!"

"Right!"

The tall girl took a few attempts, but turned into her weapon form as her meister gripped her tightly. Her chains jangled when they hit the floor, the sound echoing throughout the now empty hallway.

Maka smirked. Soul and Tsubaki had seemingly developed a slight immunity to the mysterious wavelength and were able to transform despite being hit by it.

"Black Star, Tsubaki, I want you to evacuate anyone left in the building, fighting along any harm that you may face on the way. Got it?"

"Of course! You can count on a big star like me!" He dashed off quickly, not bothering to ask anything.

Maka stared down the aisle before turning to Stein.

"What harm?" She asked, suppressing a nervous tone.

"I just wanted him to feel like he was doing something," Stein declared, lighting a cigarette that he seemed to have retrieved out of thin air. He let out a puff of smoke before smirking. "You two, however, are gonna help me out a bit. Do you guys like kittens?"

"Hate 'em." Soul barked, though his tough-attempted tone was muffled by his weapon form. He briefly thought of Blair as he stated his hatred.

"I couldn't agree more." Maka added, also thinking of the purple magical cat lodging in their home.

Stein inhaled deeply before exhaling more smoke. He grinned once more before speaking.

"Great. Then you'll love this new assignment I have for you."


"What a mission…" Maka sighed, walking around the deserted corridors.

"Would you have preferred to run out like pansies as the rest of the students have done?" Soul muttered; he wasn't too happy with what they were assigned, himself.

The two—Soul miraculously holding up in weapon form in Maka's grasp—made their way around the maze of a school, looking around for the their newest pink enemy.

"Just find her and kill her." Stein had said.

Why the assignment was given to them, however, was completely beyond Maka's comprehension. Stein's Soul Perception was much more accurate than hers, and he could have defeated the animal in a split second if he wanted to.

Turning a corner, and suddenly feeling another presence in the area, Maka's grip on Soul tightened. Noticing this, Soul's jaw clenched before speaking.

"What is it, Maka?"

"The weird feeling from before…in class," She explained before halting completely. She looked around a moment before taking a step. However, before she could move once more, she was confronted with what appeared to be an exact replica of herself. She wasn't fazed, however, as she recalled being fooled by a fake Professor Stein moments before. "So, you're the runt." She said simply, shifting into a fighting stance.

"Aww, you're no fun, mew…" A soft white light and a second later, Kiwi stood in front of them wearing a smirk. "Hey, wanna play game?" She asked excitedly, ears twitching with happiness.

"No." Soul replied firmly.

From the reflection of the scythe's blade, Maka saw Soul visibly tense. He was enraged for some reason she couldn't quite place…

As if reading her mind, Kiwi giggled.

"He's seething, it's hilarious, mew~! My wavelength does that. It pisses people off!"

Without thinking, Soul transformed into his human form and marched up to the feline, grabbing her by the tail and stealing the device she was holding.

"Soul, wait—!"

"For what?" He interrupted, "We have her now, don't we?"

"We're supposed to kill her, not play around!" Maka countered, hands formed into fists.

Before their argument could go any further, Kiwi let out a loud, irritating screech.

"What!?" Soul demanded, shaking her in his grip.

"You're forgetting what you're dealing with, mew." She said seriously, wiggling out of the weapon's possession. She landed gracefully on the ground, jumping up quickly and grabbing the device with her tail.

"What the hell do you mean?" Soul asked, his patience thinning.

Kiwi licked her paw once before grooming her ears. She sat down and sighed.

"Mew…cats have nine souls, stupid."

Maka could have slapped herself. How could she have forgotten? At that moment, Soul wasn't the only one with anger management issues.

"Soul." She said nothing else, but Soul nodded and transformed into a scythe with a bit more ease than the last time. His form flew into the air and Maka caught him before spinning him around, showing off her capabilities.

"Woo, you can twirl a stick, mew. Want a cookie?"

"Let's play my game now!" The meister announced, prepared to fight.

"But we haven't even played mine, mew~!" The cat whined with a grin.

Maka slid forward, charging at the creature with full speed. She pulled the scythe back before swinging full force, slicing the air in one fell swoop. Kiwi dodged to the side, but Maka was prepared for that. She spun on her heel and dug her opposite foot into the ground before bringing Soul down in a vertical line, cutting the cat in half. The two parts of her body dissipated and one of her souls levitated freely in the air.

With a grunt, Maka turned around, expecting the cat to appear suddenly. When nothing happened, she narrowed her eyes. She swung Soul over her shoulder and, not lowering her guard, she slowly stepped forward, looking around as she did so.

"Where did she go?" Soul asked to no one in particular.

His meister ignored the question and instead continued walking down the hallway. She suddenly sensed another wavelength and stopped, gripping Soul with both hands.

"She's back."

Kiwi appeared in front of them, smiling. The device was still tucked neatly in her tail; she had grabbed it before they could notice.

"Mew, this is boring, besides, you don't even know how many souls I have left..." She complained in a whiny voice.

"Eight." Maka said as if it was the most obvious thing in the world. And was it not?

"Nope!"

"Well then you obviously have less, so easier for us!" Maka yelled, dashing forward.

Kiwi ran in between her legs, but Maka reacted quickly and spun around to chase the cat down the hall.

"I really wanna play my game, now!" She shrieked, dodging all of Maka's attacks. Another bright light and Kiwi had turned into Spirit. "Maka, you wouldn't wanna hurt your papa, would you?" She taunted, not using more energy than necessary to disguise her voice.

Maka snorted before grinning.

"You couldn't have picked an easier target." She declared, slicing through her supposed dad. However, she had swung a second too late and hit nothing but more light as Kiwi transformed into someone else.

"Come on, Maka, show me your full potential!" It was still Kiwi's voice, but it was Stein who commanded her. She hesitated a moment before yelling in rage and attacking. However, she continued hitting more light.

What Maka saw the third time could have potentially killed her, had it been the real deal.

She took a step back and froze.

Clang!

Soul fell to the floor as the clink of metal to ground echoed throughout the empty building.

Neither mesiter nor weapon spoke as they stared at Kiwi's new form.

No, that's not possible...

"Oh, so this one scares you, mew~!" She realized out loud, "I should transform into this form more often, then!"

The Kishin...!

"And you know what's really cool?"

No response.

"I can only transform into things I've seen by experience!"

Maka's eyes widened when she no longer heard the annoying, high pitched and somewhat innocent voice of the cat she was facing just a moment ago, but a deeper and more menacing one instead.

"That's impossible..." Maka managed to say before collapsing to her knees, "The Kishin..."

Soul stayed silent, his face showing no signs of emotion. He hadn't moved and was still on the ground in weapon form.

"I think I went a bit far," Kiwi muttered to herself in her regular voice, "It's no fun if you just sit there and sulk..." One last flash of light, and the game was over. "Thanks for playing, mew~!"

"Maka, get up," Soul mumbled in a low tone.

She got up slowly, but didn't pick him up.

"So you've met the Kishin..."

Kiwi faltered a second before explaining.

"I only saw him when he was reborn and shot into the sky all dramatic-like, mew..."

Maka's eyes widened at this statement, but she quickly composed herself and an angry sensation showed in her features. Soul smirked upon seeing her expression.

"Well, fruit-named flea-bag, you're in for it, now. You got her pissed." As he spoke, Maka had picked him up, "And then there's me. You are so screwed right now."

"Soul."

"Right."

"Let's go, soul res—!"

"Wait!" Kiwi yelled, catching their attention.

"Do we continue, or...?" Maka inquired in a bored tone.

"Nah, let the kitty speak. It'll be her final words."

"One, I still have more than one soul left. Two, don't hurt me, mew..."

Soul changed back, landing next to Maka. He stared at her and she looked back, giving him a confused look. She turned back to the cat and rolled her eyes.

"And we shouldn't hurt you because...?" She crossed her arms as Soul put his hands in his pockets.

"I'm only doing what Lady Miiro asked me to do, mew..."

Maka looked at Soul once more, who yet again returned the look.

"Lady who?" They asked in unison.