A/N: Well Chapter 3 is now here, someone asked why the girls were there in the first place. They were invited by Yukari to go to the party with her.

"Say...Kid," Alice started as she ran beside Stein, "how did your father seal this...Asura?"

Kid looked at her with a quizzical look on his face, "He tore off his skin and used that to seal him, then he attached his soul to Death City to prevent him from awakening."

"So if Asura were to awake would he be able to move around?" Maka asked as she joined in on the conversation.

"That wouldn't be possible," Stein gave his own quip, "Death City is now literally part of his body, to leave he'd have to make the city gain legs and walk."

They kept running at a solid speed for roughly fifteen minutes, Alice felt a sinking sensation in her gut as she began to think how important and dangerous this battle will be, not only will it possibly endanger the entire outside world, but also the sanctuary that is Gensokyo.

"Wait, professor!" Maka exclaimed as she came to a skidding halt and gripped Soul tightly with both hands, "I sense something familiar, it's obscene and horrible...and it's coming closer..."

Finally the being emerged to be Maka's father, Spirit Albarn, who had a dejected face with a raised hand, "Horrible...?" He said pathetically with tears in his eyes.

"Glad to see you made it out, Spirit," Stein said as he lit a cigarette.

"Well you know me, I know how to escape women," the man said with a thumbs up and a grin on his face.

"It's a good thing you showed up. I was afraid I'd have to go into this mess without a weapon."

"Well I'm glad to be here," Spirit turned and looked down into the darkness with a grimace as he transformed into his scythe form, "they're waiting for us."

"I figured they would," Stein turned to the students, "it's best if you weapons don't transform back until after this is over, all it takes is one hit to kill you."

Alice grimaced as her dolls materialized. Everyone gawked at her for a few seconds as an even two dozen dolls in various colors and shades of blues and reds, their facial features all were similar and most carried lances. There were some that had all red on their dresses, Stein thought that meant something but he couldn't figure out what it was. Alice moved the fingers of her right hand while her left hand attached the sealed grimoire onto her waist belt. She then turned to Stein and Spirit with a hard look.

Maka froze, her soul perception had just gone haywire from sensing both Alice's soul and the new foreign witch soul, "I sense something new...it's...coming towards us.." the girl said in a shaky voice.

"To come forwards with such confidence means it's someone who can fight back multiple attackers, including at least two highly skilled combatants," Stein said as he glared down the pathway as the footsteps came closer.

The person revealed herself to be Medusa, a sneer plastered on her lips, "My my, it seems an entire congregation has come to meet their ends."

Stein turned to everyone and began to list off his plan, "Alright, here's the plan: BlackStar, you'll engage the demon sword, Kid, you'll go with Maka and stop the other two from reviving the Kishin, Alice, you'll stay back and assist me in fighting Medusa."

"Discussing your plan in front of the enemy? Sounds rather arrogant don't you think?" Medusa said as she stood across from the group with her arms crossed over her chest.

"You were a doctor at the academy, right?"

"Can't you shut up?"

"..."

"Good, let's start now."

Everyone prepared themselves as Medusa began chanting her spell, "Nake Snake..."

"Stay calm everyone, once she launches her attack wait for an opening then head through," Stein said as he braced himself.

"Nake snake cobra cobra... Nake snake cobra cobra..." Medusa built up her attack as she looked at everyone, "I'll have to pay attention to that doll witch, she could be a problem," she thought to herself.

"Get ready," Stein got into a stance, "Here it comes."

"Vector Arrow times three!" She suddenly unleashed a horde of black-colored arrows from her back, which seemed to total to thirty in all. Kid and BlackStar sped forward with Maka trailing behind as they all rushed through the openings they found.

Alice narrowed her eyes and rushed her dolls forward as the lances the dolls held fired multi-colored magical bolts that sped towards Medusa's arrows, upon contact the bolts destroyed the arrows. Medusa recoiled at the sudden destruction of her arrows, this was going to be a harder fight than she thought.

Suddenly, out of nowhere Stein was on top of her, shoving his palm into her midsection, she skidded back and held her arms in a cross formation, "It would seem that I lost those brats," Medusa said as Alice moved to stand next to Stein.

"We're your adversaries, not them," Stein adjusted his screw slightly as Alice adjusted the rings on her fingers.

"So it would seem," Medusa took a look at the shoulder Marisa hit with her initial barrage at the party, "Damn girl, it still hurts..."

Stein smirked, his plan worked to use his soul stitches on Medusa to keep her pinned to the ground, now he looked to Alice to further the vulnerability of the witch, "Your turn."

Alice nodded then sent a doll in a green dress speeding towards Medusa with the flick of her finger, "The paralytic spell infused in this doll will leave her without any sort of defense, she'll never know what hit her" Alice thought as the doll suddenly made contact with a giant black arrow aiming to the side.

"Vector plate!" Suddenly the doll went in the direction the arrow was pointing. Suddenly another plate appeared and sent the doll speeding to its new target, professor Stein.

"...Crap," was the last word Stein said before the doll exploded across his body. He was sent sprawling to the ground where he was promptly paralyzed in his position. Spirit tried to move as well but realized that he was paralyzed like Stein.

Alice stared in horror as her only allies in the fight were put out of commission by her own attack, "No..." she started as she turned to Medusa who was using her snake tattoos to break out of the soul stitches, "how...? That was full-proof..."

"You must always take every variable into consideration, child" Medusa said as she began to step forward towards the other girl.

Alice reacted immediately by sending a flurry of rainbow bolts from the dolls' lances towards Medusa, which was countered quickly by a storm of vector arrows, "Vector plate!" more tiles appeared and sent Medusa flying towards Alice. Medusa grabbed Alice's caplet and dug her fist into the girl's gut, "Vector drill," Suddenly small vector arrows twisted their way into Alice's stomach. Alice coughed up blood as the dolls she had under her control unleashed another flurry of bullets that singed Medusa's back, causing her to dash to the right and behind a pillar. Alice jumped back into the center of the corridor and tried to catch her breath.

Clutching her stomach she looked at her opponent who had a grin plastered on her face, "My my, had a little accident did you? That's a shame, I'd hate to have you die on me so quickly," Medusa stepped out from behind the pillar with her hood drawn back.

Alice cringed as she looked down at her hand and stomach, crimson blood seeped out of the wound, staining her dress and hand. She stood upright and called forth the dolls in red dresses. She swung them at Medusa, who was caught off guard and was struck by the dolls. Once they hit the witch they exploded violently and send her sprawling through several pillars. Medusa got up and spat out blood onto the ground and looked at Alice with a frown.

Alice followed up quickly and used her ability to fly in order to close the distance between her and her opponent. This move caught Medusa off guard, not expecting her to be able to fly, "Vector arrows!" Medusa called out as twenty arrows emitted from her back and made their way in jagged angles towards Alice.

Having anticipated such a move she ducked down and skidded along the ground on the heels of her boots and weaved through the erratic pattern of arrows. She reached Medusa and used the wire that held her dolls and wrapped it around the other woman's ankles and jerked upward suddenly, sending Medusa face-first into the ground with a loud slam that echoed through the halls.

Alice dashed back to a distance of thirty feet and looked at Medusa who was getting up and clutching her face. The damage seemed to be a bloody nose and possibly a few knocked out teeth, "It seems I underestimated you," Medusa began as she held a hand out to Alice, "Why don't you join me instead of that useless professor? You could see history unfold before your very eyes."

"As tempted as the offer is," Alice replied in a cold voice, "I'll decline. I'm not evil nor will I ever be. Besides, Marisa would master spark me into next week if she caught me."

The two opponents looked at each other with murderous intent as their souls swelled in size. They took slow and methodical steps towards each other as Alice's dolls actually had more to their numbers now that Medusa looked at them. They actually did, after the paralytic doll and the gun-powder-filled dolls had exploded she had seemed to summon more normal dolls with lances.

"Vector plate!"

"Doll rush!"

And the two opponents made their way to each other to engage in the fight of their lives and to begin their Witches' Ball.

VVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVV

Meanwhile, above ground, in fact above the city, Marisa, along with the cat-girl Blair, was engaged with an intense dogfight against the Mizune sisters. Lasers and pumpkin bombs and star-shaped bolts were flying in various directions, impacting along buildings and roads.

"Wow, this is awesome, ze!" Marisa exclaimed as she was standing up on her broom backwards to face the Mizunes.

"This is a thrill isn't it?" Blair was flying on a pumpkin while shooting and throwing bombs of her own that them.

They had met only half an hour ago when Marisa was chasing the witch sisters through the streets of the city and now they were working (or in this case running) together to fight the witches that were terrorizing the city.

"I think they need to meet a good spell of mine," Marisa said as she took out her mini-hakkero, "do you have a super powerful spell too?"

"Do I? Just watch me!" Blair held her arms out towards the Mizunes. Both girls smirked.

"Master Spark!"

"Pum Pum Pumkin Cannon!"

A/N: Don't forget to R&R!