Maka sat on the stone steps of Shibusen in a daze as the sun began to dip below the horizon. The news that Chrona had been a spy, had driven Stein into madness, had set her reeling. Every interaction she had with the skittish miester had been called into question. Moments she once chalked up to being socially awkward now seemed doubly suspicious. But Maka trusted her sight, and not once had she seen an ounce of malice in the girl. It just didn't make sense, she seemed happier here than when they met. Was it all a lie? Chrona's banishment made it near impossible to hear her side of the story. Maka knew one thing for sure, this was Medusa's fault, it had to be. But still, that didn't make it stop hurting. She thought, of anyone here, Chrona would have confided in her about such things.

"Hey!" A booming voice shook her out of her stupor.

"Black Star, what are you doing here?" Maka asked. She looked over her shoulder at the flamboyant ninja with mild irritation. To be honest, she didn't have her usual wealth of patience and maturity to draw on at the moment.

"Well, you seemed so distraught without me, I figured I'd make an appearance." The boy chuckled. "So here is your god!" He posed dramatically. The wind pulled at his scarf for dramatic flair.

"That's not why I was upset." Maka turned her attention to the skyline and kept her back to the boy. Black Star stumbled backward in an over the top demonstration of shock.

"It's not?" He took a seat on the steps next to her. "What on Earth could be more important than me?" Maka pointedly turned her head away from him, not wanting to show a single tear.

"Chrona's gone." Maka sniffled. "She betrayed us and ran off."

"Oh, is that all?" Black Star stated blandly. "How boring. I thought something else had happened."

"How could you say something like that?" She stood from the steps to lecture him. "She's our friend and her banishment means nothing to you!? I can't believe you could be so selfish! Argh, sometimes you just make me so mad!"

"But not sad." He looked up at her expectantly.

"What?" The anger faded from her expression, more confused now than ever.

"You're mad at me, so you aren't sad anymore." He said.

"Yeah...I guess." She puzzled at him in silence for a moment, afraid to press further and risk another outburst of ego.

"Well then, I have to go." He stood and dusted off his pants. "Wouldn't want to get a Maka chop to my glorious head and all." He turned and casually walked away, leaving her behind in the dwindling twilight. "See ya later Maka." Usually after a mission, Black Star would have gone straight home, yet he'd gone out of his way to check on her. Albeit in his own unorthodox fashion. Maka had stayed at the school long past curfew in hopes she could return home in brighter spirits and focus on her upcoming mission. Perhaps, the ninja was trying to help her cheer up as well.

It worked.

That morning; Maka, Soul and Blair were scheduled to investigate an abandoned factory in Russia that was rumored to be making madness. Lord Death couldn't offer any more information, other than the factory had been closed for at least six years. He did, oddly enough, request she take Kid and his team with them. It appeared the grim reaper didn't want his son to be alone at the moment. Not that she blamed him, the reaper's son seemed uncharacteristically distracted. If nothing else, these small missions could help them stay focused on keeping madness at bay.

The group advanced on the decrepit factory, steam billowed about them as they looked for an entrance. Maka tried to fan the steam away to get a better look at the factory. Low, pitiful groans echoed out of every pipe and vent, like a dying calf.

"I found a way in." Soul pointed to a sizable vent in the wall. Blair, as a cat, hopped inside to shelter her fur from the damp air. She sniffed at the incoming breeze and her eyes brimmed with excitment.

"It leads all the way inside." Blair meowed. There was a snort of disbelief from their drafted companion.

"That?" Kid asked incredulously. "That's not an entrance, that is a vent. Surely there's a proper entrance to this place other than an air duct." Factories were, at their core, a professional place of business. It made no sense for a long standing building to have no door. After all, even before the madness epidemic, this place existed and had been used.

"...but this is right here." Maka said. "What's wrong with this?"

"It's a vent!" Kid reiterated. "I'm sure I'll be able to find a door or something. You guys go on ahead." Through the mist Liz could see a massive eye built into the main spire of the factory. It was looking directly at them, as if alive.

"Are you sure we should separate?" Liz shivered.

"They've got me." Blair puffed out her chest. "They'll be fine." She stretched out and began to walk through the passage. Maka quickly followed and Soul thereafter. The vent was too cramped to look over their shoulder, but Soul could sense the young Shinigami was throwing a fit trying to find a 'proper' entrance.

"Man, he can be such a pain sometimes." He said. Maka rolled her eyes as they climbed deeper into the factory.

"You were the one who agreed he come along!"

"Well, I thought it would do him some good." Soul defended. "Ever since the mission in Alaska he's been off. You know what I mean?" Maka shook her head as they continued down the metal tunnel.

"No, not really." Maka confessed. She had been too worried about Chrona to notice much of anything. For Soul to pick up on something before her, had she really been so self absorbed? It wasn't like Soul to worry needlessly.

"Eh, maybe it's just my imagination."

Outside the factory, Kid and his weapons were caught in a fruitless venture.

"Kid, we've already circled the building twice. There is no other entrance." Liz groused. Her partner continued to circle the building, desperation in every stride.

Trapped no way out. It was always like this wasn't it? His mind clouded in a theater of an endless cycle of his failures. Eibon, the brew, Chrona; each time he had messed up somewhere at sometime. But where? What could he have done to prevent this from happened? His mind began to fall prey to a downward spiral. What else had he done wrong?

"Did I fold the end of the toilet paper into a triangle? Were all the pictures in the house straight? Did I close all the doors?" He didn't know! He probably did it, right? But when he couldn't even find a door to a factory, how could he be sure. All of it was preventable if he had just been more meticulous.

"Oh no, nonono, not now!" Liz groaned.

"No, they probably aren't closed... They're probably crooked... I probably forgot to fold it..." He crumpled to the floor. What was it that he missed, was there something she said to tip him off? His mind raced over every encounter he had, had with Chrona. This was all his fault. Maybe, if he talked with his father again, explained what happened he could have her charges waived. But the penalty for treason was immediate expulsion. He'd be trading his freedom for her's. After fighting for so long to meet mortal children similar to him in age, he didn't want to go back to being locked in the mansion.

Perhaps he could go after Chrona- but where would he start? Did she leave a clue, and if so could he even find it?

"I'm losing my self confidence!" He cried.

"Look, Kid, it's fine. "Liz tried. "You can check later, but if you say 'probably' one more time-"

"But if there was a mistake, I should probably go back and confirm it."

"KID! Maka and Soul are in there working their butts off and you're out here lying in the dirt!" Liz scolded. The steam that had billowed about the gun-like spires slowly dissipated. Liz's eyes widened in shock as she stared at the living, breathing factory. She stood there flabbergasted while her sister cheered.

"That's so fricken cool!" Patty cheered. "It's a mon-" Liz's hand slapped over her sister's mouth, preventing her from speaking.

"Ahaha!" She chuckled nervously. "You know what? Kid is right. We should go back and check the house. Besides, I think I left my cell phone on the counter." She shoved Kid further down the street. "Come on, come on; let's go!"

"O.K. I'm going!" Kid said. He sighed in defeat, this never happened when he went on missions with Chrona.

Maka and Soul had become lost the minute they set foot in the heart of the factory. Long hallways twisted into dead ends and none of the machines they came across were working. At least, not as intended, the entire mechanism seemed to move without purpose. In their wandering, they did stumble across something akin to a dismembered doll laying in their path. From the colors and patterns in the cloth, Soul couldn't shake the dread that welled up inside him.

"What the hell is that?" Soul asked. A twisted creature lay before them in a broken mess. A limb twitched and reached for footing on the brittle ground. It hoisted its body up from the grimy floor and snapped its neck to face them. "No really, what the hell is that!?" Soul grabbed Maka's hand and transformed into a weapon with little hesitation. The scythe miester however, was missing the same resolve.

"That thing has the same wavelength as Asura." Maka stuttered. The contraption's face broke out into a lopsided smile, a mask without warmth. The towering creature reminded Maka of a child's toy, although the clown motif was quite unsettling.

"Such a smart girl," it wheezed, "we are from the same origin. Asura may cause madness, but I enhance it." It twisted its body up to stand, it's limbs sounding like an out of tune music box. "Madness is not the only thing I can enhance, I can make you more powerful. All you have to do is follow me and play a little game." Joyless. It may mimic emotions and pleasantries, but this thing was far from alive.

"Ha! Like Maka would do that- Maka?" Soul asked. The scythe miester began to drift toward the clown like being, as if pulled by a string. "Maka, what are you doing!"

"I-I can't help it." Maka squeaked. The demented creature chuckled.

"A simple weapon would not understand." It hissed. She felt it, the cold hold it had on her soul. It wheezed, metallic breath hit her face in a frigid blast. "Now let's begin out little game."

Maka felt weightless, adrift in a sea of black. Before her, a young harlequin sat with a clay mask to hide its features. Gone were the metal mechanisms and fear tactics; it seemed much softer, livelier.

"Let's play a game!" It said brightly, mimicking Maka's voice. "A game of opposites. If you win, I'll let you go; but if you don't, your soul belongs to me. Now tell me, what's the difference between a crusader and a murder?" Maka frowned.

"Umm...their purpose?" A loud, comical buzzer rang through the void.

"Nope!" The harlequin giggled. "Let's try again, what's the difference between a genius and a madman?"

"Their wavelength." Maka said with confidence. Again the buzzer rang, this time with less volume.

"Wrong again!" The jester chuckled. "I win, I win!" It beeped her nose.

"That's not fair!" Maka shouted. "My answer was correct!"

"Ah dut tut!" The clown tsked. "Forget what you 'know'. If your brain is full of knowledge, how do you expect to learn anything?" It flipped upside-down and tugged at its feet. "I'll give you one more chance, now think. Think really hard. I don't want my new partner to hate me." Maka nodded, she couldn't lose this time. The clown righted itself and lounged in mid air. "What's the difference between a hero and a villain."

Maka frowned, all these questions had something in common. The crusaders fought for their god, but to the people they killed, they were murderers. And geniuses were often consider madmen before they died. So then the difference between a hero and a villain was-

"Nothing." Maka said. "They are the same." The jester clapped.

"Great job, I knew you'd be a fast learner!" It cheered. "So what did you learn?" It crossed it's legs, a plaster smile on it's mask.

"People can sometimes be affected by the roles that others force upon them, just as much as their own souls." Maka concluded.

"Not sometimes, but always. Take me for example." The clown said, a definite femininity clung to it now. Soft, blond hair poked from underneath her curled hat. "No madder who you ask I am a failure, but the reason I failed changes from person to person. To your precious Shinigami I am dangerous, an evil creature. To Eibon I was an experiment that accidentally became sentient. To Claudia, I was just one step away from a homunculus, an artificial human being."

"Claudia, who's Claudia?" Maka asked. Her body felt languid and weak, as if she had been treading water the whole time. Her eyes drooped as she hung in the vast darkness.

"Claudia was my creator, a powerful sorceress; and, according to Eibon, betrayed the witches for evil purposes." The clown circled Maka. "Sad really, that they called her desire for a child evil. So she turned to sorcery to make a child, with magic. Eibon had threw me away, but Claudia took me in and gave me a purpose. When I was no longer useful, I was thrown away again, with no one to care for me. So tell me, what is the difference between you and I?" The clown asked.

"Nothing." Maka whispered. The clown's mask broke, reveling a copy of Maka's face in a twisted demonic grin. "We are the same." The clown smiled, warmly this time, and held out her hand.

"Come, join me." It cooed. There was a flash and Maka was in a red room, she turned to see a sleek black piano and Soul. However, the clown had left it's mark on her face. Even now, she could feel the vice like grip it had on her.

"I finally got through." Soul chuckled, but a frown was on his face. He stepped forward and rested a hand on her crumbling cheek. "That's a new look for you." He said sadly, Maka shivered under his touch and pulled away. Bits of the porcelain powered on the floor causing the boy to shake his head. "Come on, I think it's time you learned to play piano."

"Piano, me?" Maka asked.

"Yeah, nothing fancy necessarily," He said, "just a note or two. I don't mind what your first note sounds like, as long as you play it." He rested a hand on her shoulder and she pulled away. "Maka?"

"I'm sorry, it just felt weird." She blushed. "I'll play." She sat down, but refused to touch Soul again. When she had, she felt a strange rush of electricity. This was, after all, his soul; pure and concentrated. Then, when they touched- It just felt way too intimate, even if he didn't mean it that way. He didn't, did he? Her hand hovered over the keys. With her eyes shut she hit a key.

"G-flat, hunh? It suits you." She could feel the clowns hold on her tear away. Her tears fell as it seemed to be torn from her, like claws digging into her soul. The spiritual realm around them fell apart as they woke up again, in the real world.

"Give it back!" The clown screeched. "My soul, give it back!" Maka looked up in shock as the clown's illusion shattered. What once was a perfect replica of her was falling apart at the seams. Clumps of blond hair fell to the ground and the clowns original patterns bleed through like an open wound. The sight of her own face breaking apart like a clay mask in a agony was unsettling to say the least.

"It's not your soul clown!" Maka shouted. "It's mine, it always has been! We are not the same!"

"But we can be!" The clown pleaded, all feeling in its voice began to dissipate. "To feel, to want, to care; they are precious gifts that you squander. Give me access to that world and I'll give you my power, my knowledge. You'd never know I was there." Maka swung her scythe through the seizing body.

"Sorry, but no thanks." Her scythe sliced through its body, the halves fell to the ground and curled like burnt paper. A black soul floated before her, Maka reached out a grasped it. Suddenly, it popped open like a jack in the box.

"All that work and no soul?" Her partner groaned. The contraption exploded into a hand full of confetti. Maka looked at her hand.

"Eww Soul, one of your hairs ended up on my glove again. I swear you're like a cat!" She shook her hand and the long white hair fell to the ground.

"What! That's not mine, my hair isn't that long!"

"Whatever, now you're just making excuses." She paused as she noted a paper charm among the crisps of the clown contraption. A hollow circle supported the letter 'S', underneath a symmetrical cross. On either side of the symbol a grigori wing was drawn in red ink. "There's something written on the back." Maka commented. She flipped the paper over. The edge of the paper had incantations written in the language of the witches on the back were the initials 'I + C' below it 'prototype b' was written. Before she had a chance to examine the incantations the paper burst into blue flames. "We should go tell Shinigami-sama."

Medusa chuckled as she walked out of her new lab; after all that trouble, Chrona ended up running home like always. She stretched her small arms, a yawn escaped her lips. Despite her talk about how a normal world would be boring, she was glad that a little bit of her life was back to the way it should be.

"Eruka, why don't you fetch Chrona from her room." She hummed. They had dawdled on training long enough. With madness on the rise, Shinigami-sama would be more paranoid than ever about potential threats.

"I, uh, I can't." Eruka said from her seat of the couch, she curled into the stiff cushions as a shield between her and the snake witch. "Chrona hasn't come back yet." The small snake witch froze.

"What do you mean she hasn't come back yet?" Medusa demanded coldly. "She left Shibusen yesterday."

"I mean she hasn't come back here." Eruka stated. "I don't know where she is, maybe she got lost or found somewhere else to stay?"

"That's impossible." Medusa scoffed. She paced back and forth. Her daughter was out there somewhere, sad and motherless. She had nowhere to go other than home, what with her banished from Death City and all. "Who else would possibly have a use for her." She tried to reason. Unfortunately, one thought surfaced, her sister's voice to be exact. 'Think of it as a thank you for stealing my son.' Medusa's blood ran cold, she turned to her crystal ball. "Arachne," the witch's voice trembled, "what are you planning?"