A man with a newsboy hat slipped into the hallway of Baba Yaga castle as another explosion shook the building. His work here wasn't quite done, but it was too dangerous to risk his neck for a side project. Especially with Lord Death laying siege to the castle alongside a wild witch. Half-mad sorceresses were a dime a dozen and they never learned; there was no escaping death once provoked. At least he was paid in advance.

"Where do you think you're going Eibon?" Mosquito hissed. The man called Eibon chuckled. There was a limit to his charisma, and this wounded vampire had been after him like a blood hound. He, amongst others, had suspected the young sorcerer was naught but a scam artist, preying on the spider witch's desperation to save her son. It was funny watching these creatures project empathy onto a woman who was starving for power and control when they were naught but specialized tools in her personal collection. Maybe, after a couple hundred years, loyalty was the only thing that registered to immortals as a lasting bond? He should make a note of that in his journal once it was safe.

"Shouldn't you be off protecting Arachne?" Eibon asked, after all, what good was a tool that wasn't fulfilling its duty.

"I am, by weeding out an imposter." Mosquito spat. The man shook his head; the real Eibon had long since passed away, leaving behind an incomprehensible collection of knowledge behind.

"So you figured that out?" The man chuckled. "I wouldn't say I was an imposter, that would imply stealing. I just use the name as a form of brand recognition."

"You're a disgusting vulture!" Mosquito growled. "I should have never let you anywhere near Arachne-san! There's only one way to fix this." Mosquito charged at the man with the intent to kill.

"Don't you want to know who I really am before you kill me?"

"I could care less who you are." He snarled. "Or what your name is you avaricious, despicable man." A worm curled away from the man's tattoo and forced Mosquito against the wall. An ancient magic art long lost to time, though some had tried to mimic it with verbal incantations in recent years. For someone so proud of their age, the vampire should have sensed he was facing off someone wrapped head to toe in defensive magic.

"Indeed... I am an avaricious collector..." He stared the man down, voice flat and hollow. For a brief instant, he searched for recognition in his prey's eyes. There was none, and an aching hunger for that sense of identity burned at his core. In the eyes of all immortal 'all knowing' beasts, he was but a nameless fragment of humanity. "...by the name of Noah." The jaws of the worm crushed Mosquito, the brief flash of character now gone from Noah's eyes as he fell back into his routine as if sleep-walking. The old man's body evaporated and left behind a beaten bat. Noah picked it up with disdain. What a poor specimen, but in the end, it was the last of it's kind. "This is hardly worth my collection." He tossed the bat into the book, reveling the brief rush of satisfaction from adding to the body of Eibon's research. He walked down the hall and peered at the boy who had been watching his battle from the floor, beaten and bruised. The soul within alight and thriving in the presence of its element; and nubile in comparison to the other deities that currently wandered the earth. "This however is well worth my collection." A modern era demi-god was quite the oddity, and one following in the footsteps of a shinigami at that. A truly unique specimen that was too battered to fight back. "It's nice to meet you Shinigami-kun." In a quick draw match Noah opened the book of Eibon and Kid threw his weapons out of harm's way. He snapped the book shut and continued his hasty escape out of maze of crumbling tunnels.

Kid opened his eyes. He was floating in a temporal space warm; the clutter of recent additions floated about him. It had all happened so fast. One minute he was fighting for his life, the next a soul-less human was wielding one of Eibon's creations at him. At least his weapons hadn't been captured; they'd be able to let the others know what happened and urge them to escape without him. The headache this realm was giving him did little to distract him from is injuries. It was one thing to heal his arm in a moment of panic, it was another to try and heal himself on purpose it seemed.

He heard someone grumble, though the voice came from all angles.

"How many times have I told that boy to put new items in the proper chapters?" Kid turned and saw a swirling cloth with a scapula as a head. On the slick white bone ink had been used to draw enchanted symbols; the cloth was tattered and encrusted with an old mixture, though he shuddered to think what it was made of. It glided through the weightless space like a jellyfish in the water; graceful, yet dangerous.

"Excuse me." Kid needed to find a way out of here, wherever 'here' was. This... thing was his best bet at getting answers. But the enchanted life form ignored him, as if his voice was just ambient noise. It went about collection the aloft junk and sent them off above it in various directions. At least, that's what it appeared like, with items disappearing as soon as the scapula faced them. It's next target, the brew. Kid felt an invisible force try to wrestle it free from his pocket. "Excuse me, what do you think you're doing?" Kid asked as he grasped the cube tightly in his hand. The puppet noticed him for the first time as a living being.

"I'm doing my job." It circled him, making a sound akin to someone clicking their tongue with disapproval. "Honestly, I told him, no more living additions. I already have my hands full with the other ones. Noisy little things, always so insistent on wandering." Kid frowned, his hands still clasped around the brew.

"Who are you?" He asked.

"I am Eibon." It answered.

"But Iroha-"

"I am not the witch Iroha, I am what people think of when they think of Eibon. All the knowledge of magic that has passed through living gods and witches alike is in my pages. It is my sole duty to organize and construct this book, it is in a sense me." It pulled on the brew with more urgency. "And if I am to get any work done, you will have to be immobilized you wriggly thing." It examined him closely. "A simple sleep spell should do for now." Kid's vision blurred and his limbs went limp. He tried to fight the hazy numbness that threatened to take hold, but it was no use. Eibon turned around with the brew. A gold 'S' stitched over a circle was embroidered into a corner of its cloth. Kid struggled to stay awake, but artificial exhaustion took over him.

Kid creeped down the crystalline halls; the world was so big and undiscovered. Large, glittering chandeliers hung over head making matching patterns on the walls and floor. Left, right, left, right; rainbows dancing in harmony to the gentle notes played by the crystals overhead. Vases overflowed with wildflowers, meticulously kept by enchanted water he had been warned not to touch. It was the flora and colors that kept the white halls from feeling sterile and unwelcoming. Though there were no windows to the outside on this floor of the tower.

It was boring having to sit by himself and wait all the time. He had already sorted all his toys in perfect little piles and read his books in the right order; but there was no one there to show what a good job he. Being good at balancing and order was only fun if there was someone there to appreciate it. As long as no one spotted him sneaking out of his room, he shouldn't get into trouble. He slipped through a set of golden double doors with the elegant 'S's to the ascending stairs. There was something up here, something he wanted to see.

Wide glass panels in the ceiling welcomed the light of the moon into a cluttered observatory; a sort of meditation chamber that people came to when they wanted prophecies from the stars. It was usually a peaceful empty space, but now is smelled like an old attic. He climbed the stairs slowly, cling to the hand rail as he went. The stairs were steep of his short legs, and he wasn't as coordinated as the star ladies that liked to come up here. Finally, he could see a woman in tattered white clothes; her hair was tangled and rattled. She stood in front of a large oak desk that was buried in half filled papers and magical objects that were collecting dust.

His heart soared; he was about to go in when he heard a girl's voice. He hid back in the shadows. If someone knew he came up here he'd be in big trouble.

"Iroha, just look at you!" That was Iroha? That didn't sound right; he certainly never called the woman that. Why did people have to have so many names for the same thing? She looked more tired and disheveled than he was expecting. That was the same dress she'd worn when she visited him last, but it looked like she'd been sleeping it in. The girl who was talking with her sounded close to tears. "You've completely fallen apart." Iroha raised a hand to silence the girl.

"I'm fine." Her voice was monotonous and hoarse, but it was definitely the voice of the woman from his previous dream. Now she was inarticulate and refusing to make eye contact with the girl. Everything about her screamed of fatigue. Her hands were busy ripping strips of paper; folding and unfolding them until they fell apart in her hands as she stared vacantly out the window. It was ritualistic, but he couldn't feel any magic behind it. If she wasn't trying to talk with the stars, what was she doing?

"Iroha-san, please!" The girl pleaded; her voice dropped. "Maybe if you leave, you'll start to feel better, get back to your old self and-" Iroha flinched when the girl reached out to her.

"I don't want to leave Medusa." Iroha's ankh bracelets shined in the moonlight. "I'm fine, honestly. As long as my little boy is perfect, I'll be happy." A smile ghosted across her lips as she ripped another piece of paper. "Everyone has a place they should be in." He spotted her! She wasn't turning to look at him, but her smile grew wider when he nodded. He needed to go back to his room. "Grimoire castle is mine."

"...you're not going to run away again, are you?" The girl asked. Iroha shook her head, the paper falling like confetti from her shaking hands.

"I can't."

Lord Death's group pressed deeper into Arachne's lair; though only Maka, Soul, and Medusa had made it to her throne room. Maka shivered, the presence on the other side of the door was unlike any she'd come across before. Most kishen eggs weren't this powerful for one, and they usually feared the approach of Shinigami-sama's hunters. There was always this sense of violent desperation, like a cornered animal lashing out one last time. But Arachne lie in wait for whoever dared enter the room, her wavelength singing like the song of a dying swan. A deceptively morose disguise for a predator to take in leu of running to fight another day.

"She's just through this door." Maka looked at Medusa, unwilling to admit she was afraid to enter the room. "I can feel the madness of her wavelength." Medusa pressed on the wooden door. It swung inward and they stepped inside. A deep, mocking laugh echoed off the walls as the door swung shut behind them, plunging the pair into darkness. Make clutched Soul in her hands, comforted by his presence despite the unsettling scene before them. Arachne's body was lying on the floor cold, pale and empty. She walked towards the collapsed witch and gasped. What good was a scythe against someone who was already dead? "That's impossible. She can't be dead. I can still feel her wavelength!" Medusa frowned at the sight of her sister's body.

"Bodies are just disposable vessels." Medusa squinted at the darkness. "Isn't that right Onee-san?" Laughing, Arachne reveled herself, a massive ethereal spider held together by madness. As if the soul was in denial that it's host has died. Torrents of black smoke filled the room and swirled around a massive web of silver spider's silk. Maka knew logically this was illusion magic, that her opponent was now a disembodied blob somewhere in the room. Still, the strength of the witch's magic made it hard to pinpoint a location, and her illusions were traitorously life-like. For goodness sakes, the smoke tasted like blood.

"So, you did pay attention in class." Arachne chuckled fondly, a sweet smile crossing her uncanny human face. "Unfortunately for you, the Sekaigami's teachings won't help you here. I don't have a body to weigh me down anymore. I am ageless. Unreachable by Shinigami and you."

"And you thought I was ridiculous?" Medusa scoffed. "You're nothing more than a rain cloud. Utterly defenseless." Arachne hissed at her younger sister. Her torso launched up toward the ceiling and down at Medusa in an arch, followed by a rush of wind as the eight legs of her body poised to strke.. Maka blocked the spiritual blow by slicing through the ghost-like limb. Arachne regarded Maka like a porcelain curio, then laughed heartily.

"Oh poor, poor Ebi-chan." She chuckled at Medusa, "You couldn't face me on your own so you brought a... a child to hide behind!" She chuckled some more. "That's a shame. I hoped I could talk with you one last time." Medusa took a step back as the black tendrils of smoke surrounded her and cut her off her senses from the other miester.

"Don't you underestimate me traitor!" Medusa hissed into the empty space. "It doesn't matter what methods I use, as long as I bring you down." Curse her sister's illusions and curse her talent for manipulation. Even after all these years, just the tone of her laugh was enough to make Medusa feel powerless again.

"And how do you expect to do that?!" Arachne howled, she flashed before Medusa and circled her like prey like a shark. "Have you forgotten who I am? When mother was burned at the stake, I practically raised you. I know every little weakness." In and out she flashed from the inky black. The void smelled of burning flesh and mud. "You're pathetic, you always have been. If it weren't for my magical talent, the Sekaigami would never have let you in." The sky opened up to a harvest moon assaulting the glass of the old observatory. The sound of folding and ripping paper filled the silence. A folded strip for every witch that abandoned them, a shredded one for each witch that died. The floor was covered in torn up remains of Iroha's neglected research. They left them to die, all of them, no coven would come to their aid. "You can hardly call yourself a witch, what with your 'magic'. It was all an illusion just to prove yourself to people who don't care. How many lives do you have to ruin before you accept you're still that useless little girl who cried when she found out she couldn't be a mommy."

"And you're still the licentious creature that told Shinigami where the temple was when we asked for your help." Medusa searched for that anger inside her and held onto it with an iron grip. She would not play into her sisters hands, not again. "Scavenging the souls of our sisters to build an army of demon weapons only gave him more power; and you handed everything over to him like a coward to go rot in this pit."

"Oh he would have found you eventually, he was very smart. I used to think you were fairly smart as well, until you brought his students to my door. So, tell me," She flowed out of the shadows, the black clouds swirled about them. With each word she spoke, a small spider crawled out of her mouth, trailing a silver thread behind it. They crawled up Medusa's neck and into her ear. This was Arachne's world, and Medusa felt it; her sister's strongest spell, the web of persuasion. The threads wormed their way around smaller witch's mind, trying to take control of her from the inside. "Why are you fighting me, now of all times? What could you possibly hope to gain?" Medusa did her best to fight the spell, to keep her sister out of her mind. With her sister distracted, Maka actually stood a chance to end what was left of her sister's soul from the outside. But Arachne was right, Medusa's magic was weaker than her's. She could feel the spiders crawl into her mouth, searching for her vocal chords. "Tell me! We witches cannot have children for selfish reasons, and yet somehow, you miraculously have a daughter." Arachne prompted. Unwillingly, Medusa responded.

"I always wanted a child, ever since I was a little girl. Which meant I would never be able to have one. No witch who wants a child can, it's considered selfish creation. When Iroha-san died, the Book of Eibon was left unguarded. So I took it. It held Claudia's notes on how to make artificial life."

"Claudia's humonculi were soulless leaches." Arachne tightened the hold her spell had on Medusa. "The closest she got was Asura; and he's wildly unstable. Chrona is not."

"Asura was flawed, because his soul was composed of a single fragment of Claudia's soul. He wasn't complete." Medusa sighed. "Iroha figured it out, a second source was needed to create a stable soul, a fragment of one of the eight ancients. At the time though, her sources were limited, but she was able to create a child in her ex-lover's image; but it nearly destroyed her. She gave up most of her soul to do it."

"Is that where this ruthlessness has come from sister?" Arachne leaned in close. "Did you give that child any sense of loyalty or warmth you once had?" It was a low blow, one that she really couldn't answer. It was possible the reason Chrona was so weak, was she was inherently made of Medusa's weaknesses, the parts of her she could live without.

"I shared the burden with a miester who thought he could capture me. I took what I could by force and supplemented the rest with a piece of my soul to make Chrona." She had accomplished what none had been able to before. She made an artificial child and survived it. "I swore that I'd never let anyone harm her."

"But Shibusen found her a year ago." The implication being, that any witch that made Lord Death's radar would eventually find themselves on his list.

"I was scared, Chrona wasn't strong enough to even fight off a death scythe. If Mortis found her, I knew he'd try to kill her. So I released the Kishen to distract him." Arachne frowned at this and pulled the strings away and glared at her sister, her concentration broken. Now she stood face to face with her sister on a blank white plane. It was the most human Medusa had seen her in a while. In this light, her dress seemed like that of a widow in mourning.

"Well that was a little extreme." Arachne huffed. "All of this was the Kishen and taking my son! How does any of that protect Chrona from Shibusen more than hiding her in the witch's realm."

"Until my daughter is ready; she has to hide from Shibusen and Mabaa, completely, without a trace of her wavelength left behind. The only way to hide the soul of a god, is with the wavelength of another god." Medusa replied. At this, Arachne's brow furrowed in disbelief. Maybe it was the world trying to find balance again after Lord Deaths uncontested reign, or maybe it was a blessing as a reward for her years serving the life goddess; either way, she posed more of a threat to the Queen of the Witch Order than she did to Lord Death. The human realm was the only place they could hide safely from both. An artificial demi-god would not be welcomed with open arms the way a natural borne one would.

"Are you telling me that Chona's a-"

"A sekaigami, yes." Arachne's illusion world sliced in half, running straight through her body. There was a brief flash of confusion in the spider witch's eyes as she realized her blunder. Focusing all her energy on her interrogation spell weakened her defenses and now she'd paid for it. Though, in the wake of this battle, neither sister had truly won. The spell that bound Ragnarok and Chrona together had been weakened, but it only had put him more at risk of behind torn by the girigori wings of an artificial witch, and Chrona's true nature had been discovered. In a last act of revenge, Arachne ensured that if she couldn't get her child back, neither would her sister. In her last moments, she smiled, knowing that Medusa would have to live in the world she'd destroyed with her own two hands. The white plane faded back, and Medusa could see Arachne's trashed chamber once more. Medusa looked down at her sister's limp body, her sister's smugness leaving a bitter taste in her mouth. "I told you not to underestimate me. Now your body is mine." She transmuted her soul into the ebony haired form. She stood, already aware that Maka had been the one to reap her sister, no doubt consumed by the scythe the girl clung to. The scythe miester looked around confused before glaring at Medusa, certain she had been tricked.

"Where's Chrona?" The witch had upheld her part of the bargain and had given Maka what she needed to gain Lord Death's good graces. She didn't owe Maka an invitation into her life over it and wouldn't deign to let the girl anywhere near her child. Especially not now, not when there was so much damage control to do.

"The Chrona you know is gone." Medusa said and walked away. She could still see in her mind, the look on her daughter's face when she had come to rescue her and the dazed way she asked, 'Who are you?' to her own mother.

Maka and her friends stood before Shinigami-sama in his chambers. Maka with Arachne's soul in hand, Black Star covered in bandages, and the Thompson sisters without their a miester. Everyone felt like they had failed to meet up to the god's expectations, despite coming out of the situation alive. No amount of kind words from the Death Scythes relieved this feeling either.

"You did very well." Shinigami-sama said as he took the soul. "Arachne's madness will be contained while her soul waits here for the day Maka collects 99 Kishen eggs. Without her leadership, her followers will be easier to deal with. You've prevented a lot of people from getting hurt. You should be proud." Maka felt like crying, and she could feel the others were anxious as well.

"What about Angela?" Black Star asked. The poor boy had put his neck on the line to protect the elementary-school age witch more than once, afraid that she'd be put on Shinigami's list as a preventative measure. A few hundred years ago, it had been the case, and protecting a witch was considered treason. However, the Shinigami had a soft spot for all children, regardless of background.

"She will stay here, hopefully our positive wavelength will halt the sway of magic and prevent any destructive tendencies. "Black Star let out a sigh of relief and tried to cover it up with false bravado. As soon as Lord Death looked to the Thompson sisters, they flinched. "Where's my son?" Liz couldn't raise her gaze from the ground.

"Someone took him," She quivered. Her sister jumped to the rescue, energetically recounting their fight with Mosquito and the stranger that swooped in at the last minute.

"It was this really creepy dude!" Patty added. "He pulled out this big book and opened it up, and Kid went inside like WHOOSH! I was totally gonna' pound his ass into the ground, but Liz thought it would be better to wait until we had backup." The Shinigami froze.

"What did the book look like?" He asked. The gun frowned; she hadn't had a good chance to look at it. There couldn't be that many magical books out there that could eat people like that.

"I don't see how-"

"Please, what did the book look like." Shinigami demanded.

"Well a gold 'S' in the middle of it." Patty recalled. Maka jolted, recognizing the description.

"Shinigami-sama, what does that symbol mean?" Maka hoped it wasn't the book she was thinking of. Something that had supposedly been destroyed whole eras ago. Black Star looked to Shinigami as well.

"It means my son is in the Book of Eibon." Shinigami-sama sighed. "If we don't get him back soon, we won't be able to."

"Why?" Black Star demanded. "What's in there that could trap Kid forever?"

"A living being was never supposed to enter that book." Shinigami lamented. "The spell that protects it lures foreign souls with promises to the center. The last student who went in was driven mad by the protective spell and his body was destroyed. Only an image remained afterward."

"An image?" Maka asked. "But that sounds like the field that surrounds the Alaskan Ruins." Shinigami sighed.

"It's the same kind of rouge magic, once cast by Eibon." He digressed. "Any being, no matter how strong, will eventually be worn down by the magic and assimilated. His soul could be apart by the book trying to fight it." Shinigami frowned behind his mask. "We previously thought the book to be destroyed as well." Liz held up her hands.

"You're telling me that this book literally eats people!" She cried. "How long do we have until that happens?" The shinigami turned to the mirror and raised a hand to call the Death Scythes.

"A week."

AN: Alright, alright! First major change to the OG draft happens in this chapter.

The original confrontation scene I had with Arachne and Medusa in the spell space was super info-dumpy and I just, really tried to cram too many headcanons and ideas into it. The explanations of what makes an artificial soul were super convoluted with unnecessary bits. So I tried to tidy it up and keep it to two key ideas.

1) Witches can't create life for selfish reasons. [Witches were followers of the Life Goddess aka the Sekaigami, so just like Lord Death has rules about killing people, they had set rules for making people] This doesn't mean they can't have kids, but say, wanting a kid so you'll feel needed is a sure fire way to not have one. [This does not apply to sorceresses]

2) An artificial soul is composed of (A piece of an existing soul) + (Magic derived from one of the Great Old Ones). Depending on the balance of these two elements will determine how human or demi-god like they are. The implication I'm trying to get at is their human characteristics/personalities have to come directly from someone (kinda like the manga explanation for Kid and Asura). The more humanity someone is willing to give up making them, the more human they'll be.

In the OG draft I also tried to cram a backstory between Medusa and Stein that didn't fully fit and retconned some stuff just cause I lowkey shipped them. I still liked the idea of Stien's soul being stitched back together because there are pieces missing and the idea of a soul vial (something that can hold another soul to hide your own). So I kept the idea that Chrona and Medusa are both more stable because Chrona's got elements from more than one person in her. But in this version, I wanted to downplay how much Medusa and Stien knew about each other and have it be more a crime of convivence rather than anything remotely deliberate. He just had the wrong thing in the wrong place at the wrong time.