As soon as Kilik found the concrete fountain overlooking the festival he stayed there. Fire climbed to the topmost tier to peer over the crowd of townspeople to spot their friends. Black Star had been quick to splash around in the fountain and make a scene with Tsubaki not too far behind. When Liz and Maka arrived, they were out of breath. Try as she might, Maka couldn't find Soul and relented to their plan b of waiting in one obnoxious spot.

"I haven't seen him yet." Kilik dipped as Fire tugged on his arm. "I figured everyone would be drawn to the clock tower, but we probably need a plan." He ruffled Fire's hair and kept talking. "We may not know what the next chapter will look like, but if they get any larger, we could run around in circles for hours."

"Then meeting at the tallest structure in the chapter might work." Maka nodded. "Have a one hour waiting period, then leave a mark so people know if a search party's already been started." Fire pulled on Kilik's arm again to whisper in his ear.

"We already know that bud." Kilik said, but Fire stomped his foot so the bigger kids wouldn't ignore them. A drum line followed in a slow steady beat.

"It's a kind of magic." Fire half sang half talked. "Not a witch kind, dead kind, god kind, book kind or human kind." The music increased in tempo. "It's naturally assigned to those spiritually inclined, enshrined in the mind of the wunderkind mixed with feline." He spoke faster and faster as his cousin's friends looked more confused. "The book can't unbind those already aligned, as you've already opined. I find my sister's been spellbind, by a world not unkind to unconfined limits of the subconscious mind." He hung his head and gasped for air. "Never mind."

The colorful banners and town screamed of the old movies Thunder would watch at their grandmother's on repeat. He always found them boring, but Thundered loved how people would just say exactly what they were thinking through song. Stories of young girls singing about how different they were and longed to fit in all paired with a magical otherworldliness would have her rooted too close to the television for hours. Turning into weapons was the only way to use their elemental magic without scaring people, but he knew she wanted more. Every wire in the town was alight with her magic, from the gigantic clock tower to the tiniest light bulb, but no one seemed to understand. He promised Kilik they'd pretend to be normal weapons, but the only way to find her would be to track down the source of the magic.

"Has this place been stealing the magic of the people who enter?" Maka asked. Fire walked up to her and hugged her around her legs. "Oh, um, thank you."

"Wow Maka, you got all that?" Liz asked.

"Not all of it," Maka said, "but Blair's the only one I'd describe as feline and her magic is decidedly not witch magic. I learned that the hard way." Kilik gently pried his cousin off her legs. "Noah must have been taking magic from things for generations to make a place this big." If that was the only thing going on, she should be able to resist it more. "Now if we could just find... Soul." Her breath caught in her throat.

Soul's complexion was completely ashen, further contrasted by inky black eyes instead of his usual red. Again something had upset him, though there would be no way to get him to say a word of it with so many of their friends present. She came up to him instead of greeting him and manhandled his face like she could pick apart what was wrong. He brushed her off, but his hands were cold as steal like Chrona's had been.

"I'm fine Maka, don't worry." He knew he looked like a corpse, but they had more important things to worry about. "Where are the others?" Fire swiveled in Kilik's arms to point at the large clock-face. "And the exit?" Again, Fire pointed at the clock-face. "Cool, cool." There was an uncomfortable silence as everyone tried not to stare at him too long. "One more question, what in god's name is the Princess Festival?" From behind them music began to swell as dozens of townsfolk rushed to their places. Patty grinned like mad. "Oh no."

The festival was in full swing now. Women of all ages in colorful costumes danced with large platters above their heads. Music blasted from every bush and tree, so loud that anyone who tried to speak would find the music had swallowed their words.

"Every town is just like this one, but things have been rearranged," the women sang, "to make room for people who're both special and strange." Kilik pulled Maka and Soul out of the way of a growing procession of performers, who marched around the town with flags and a big brass band. Patty was the only one clapping in time with the beat as the others stood slack jawed at parade. "A friendly face in every doorway, but wouldn't you want more?" Banners fell from the second-floor windows of each of the Spartoi students. Kilik instantly recognized his picture from the energy drink adds he shot in freshmen year. "A day to be the biggest star that no one could ignore."

The procession wrapped around the fountain to box the students in. A large orange jangle ball was being rolled down the lane, passing from person to person. Every now and then, a large pointed smile could be caught beaming down at the townsfolk.

"So let them eat cake, and poor a glass of wine." The women continued to sing. "Even paupers wish to be princes sometimes." It wasn't a ball Maka realized with growing discomfort, it was a pumpkin. She tugged on Soul's shirt sleeve and pointed with her lip caught between her teeth. No doubt Blair was somewhere close by. They wouldn't be heard over the trumpets, and Liz hard already motioned for everyone to link hands. "It's not every day' we can like who we are." With nerves of steel that could only be gained from living in a crowded city, Liz cut across the parade line and pulled everyone else behind her. "But just one day, we'd like to stage, a time and place where joy awaits." The costumed women kept marching in place to the beat with blissful smiles on their faces. With a final brisk tug, Liz made it to the door to the clock tower. "When things are bleak, it's time to seek," from inside the ball emerged a girl with long purple pigtails, "what only a princess can provide!" Maka caught Blair's eye just as the doors slammed shut.


Black Star and Patty raced up the steps with paper streamers still clinging to their arms and legs. The bombastic group number they finally broke free of had showered them in all sorts of glitter, confetti, and streamers. Liz pulled out an embarrassingly long piece of foil confetti out of her mouth. While the others rushed upstairs, Maka lingered by the door. Blair had seen them go in, but no one was pounding on the wood to get in. The only thing that echoed up the steps was the music fading into a raucous cheer.

"Maka?" Soul had paused half way up the steps. The dress Blair had been wearing for that phoney baloney coronation parade was the one Maka had worn at the DWMA anniversary party. It was probably the most clothes the cat had worn in her life. "You okay?" She tapped her cheeks, there would be time enough to unpack that later. With a halfhearted thumbs up she followed the rest of her teammates up the steps.

It was easier to tell from the inside of the building how set-like it all was. At the top of the clock tower, overlooking the city, was a child's playroom. Golden decorations lined the wall, with a small tea set in the corner. There was Thunder wearing a set of golden dress-up fairy wings and a plastic toy wand in hand. She beamed at them the moment they came in and curtsied.

"Good evening everyone one." Thunder's face sparkled like she'd rolled glitter over every inch of skin. "Have you enjoyed the," she paused to think of a fancy word, "splendiferousness?"

"Thunder," Kilik extended a hand towards her, "we're not here to have fun. The book is tricking you."

"Nuh uh." Thunder stamped her foot and a wave of golden light pulsated from where she stepped. It climbed the ceiling and made the chandelier overhead flicker. Just outside the window a flood of orange balloons rose up from the ground below. "I did this." She faltered when all the bigger kids seemed disappointed in her. "I took a bad thing and made it a good thing." She took a battery out of the face of the wand and flipped it around so the entire toy radiated light. "See? The more bad it tries to do, the more goodness I can make. Once we make the princess a queen, she can make a rule that the chapter can't be opened anymore." She was certain, with how much energy the book had devoted into trying to reverse the polarity of the spell back again, that she could make it work. If everyone in here just believed enough, they could do it. Unfortunately, Kilik and his friends looked really mad. Even Fire was at a loss for words.

"Thunder," Liz asked, "can we talk?" She saw Patty, and Fire step forward. "Alone?" Liz added as a warning. She took her hand and lead her away from the others into a quieter corner of the room.

"Do you not like your dresses?" Thunder fumbled with the wand in her hands. "I can make better ones." Liz put a gentle hand on top of the wand and crouched down so she could be on eye level with Thunder.

"Why are you up here?" She asked.

"Bee said we weren't supposed to touch anything, or talk to anyone." Thunder said quietly, like it was a secret. Even though this place was full of things she loved, she knew better than to play when they were supposed to be working. Besides, if she lost concentration, everything might go back to what the bad guy wanted it to be.

"So, you're just pretending to be a fairy?" When she realized she wasn't in trouble, Thunder nodded in agreement. "I know this place looks nice, but we really shouldn't stay." Thunder shook her head back and forth.

"It keeps things out as well as in." Thunder said. "In here, the Basement Man can't look into your head. He can't find this place." She spread her arms out wide. "And the fake people here love magic of all kinds, if we stay, then Fire and you..." She trailed off when Liz bit her lip. "Why are you sad?"

"It's really scary trying to keep your brother safe, isn't it?" She pulled Thunder in for a hug. The small child buried her face into Liz's robe. Liz smoothed out Thunder's hair. "What makes me sad, is that in this town you made, you didn't include yourself. Your brother wants you to be happy too. The only way we can do that is if we get Blair and go find Kid." She gently pulled away so she could wipe the tears off of Thunder's face. "You're a good big sister, that's why the book used it to trick you." Thunder shook her head again. "Yes, you are."

"I'm younger." She whispered behind her hands so the others couldn't see. Liz squeezed her shoulders.

"Then you're an even better little sister." She stood up and offered her a hand to lead Thunder back to the others. "Are you ready?" When they rejoined the others, Thunder couldn't look them in the eye.

"It's going to be scary." She lifted the wand above her head. "Once I'm not in control, the town will make it's own story, but we should be safe in here." With a large circular motion, she sped up time til the clock struck midnight. The magic glow of the wand dimmed until it was just another plastic prop. The skyline had darkened into a moonless night. "Blair was going to be crowned princess of the Princess Festival. I thought she'd like it."

"I'm sure she would." Maka said, with her arms across her chest. "If you haven't been talking to the people in the book, who told you it was safe?" Liz laid a gentle hand on Maka's shoulder. There was no use scolding a child, but Maka had a sinking suspicion she knew the answer. They made their way back to the exit of the clock tower, the smell of smoke seeped through the cracks in the door.


Pigs as far as the eye could see were stepping out of the colorful dresses like they were toilet paper stuck to their hooves. The stars were pinpoint dots and looking at them Maka couldn't identify any constellations. She couldn't even remember the names of which ones she'd been looking for. A black cat cheeped a mournful little yowl and stood in front of Maka.

"Blair?" Maka called out. Around her legs a black cat circled, it turned and stood with it's back to Soul. It looked up at him expectantly, before she let out a pitiful meow. "Blair if that's you, say something." The cat rubbed it's face against Maka's leg and whined.

Liz was a disheveled mess, Kilik seemed less cool somehow, even Soul had his old eye color back. The only one who seemed unaffected was Tsubaki. Though Patty and Black Star had taken much longer to rejoin them. Patty in particular seemed air hungry as she leaned forward to steady herself.

All the food that had been prepared for the festival was left spilled on the ground as armies of ants crawled all over the toppled platters. Moths were drawn into the roaring candles of the lampposts, and fed the flames until only ash remained. Hovering around at chest height or rolling on the ground were all of the balloons from earlier in the day. In the center of the ruined festival, the orange ball uncurled into a massive coppery roach.

"My goodness," said the roach, "how quickly time flies." It counted each weapon with a florid antennae. "Arachnae's had so many children in my absence, I hope they've treated you well. The term demon gets thrown around so loosely these days." Tsubaki flinched away from the probing appendage. "There's no need to be afraid my child, there are worse places to be right now, and worse company. We've heard the gods are at war once more, that can't be easy." The pigs eyed the children with a feral hunger. Squeals rose of the buzzing of thousands of wings. "Though someone took advantage of my gifts." Blair's tail puffed up around Maka's arms.

"Tsubaki, smoke bomb mode!" Black Star held out an hand, an unexpectedly caught the uncanny sword instead. "What happened?" His strength was draining far quicker than it should and his vision started to black out around the edges.

"I- I don't know." Tsubaki panicked. "I keep trying, but the only form I have is this!"

"It's not easy is it?" The roach cackled as Tsubaki transformed back just in time to catch Black Star. "How quickly you forget, that power you enjoy comes from jealous murders. Seems a little hypocritical to kill one and not the other." Maka slammed into the double doors of the clock towers as the pigs edged closer. Squeezing Blair a little too tight, she remembered the doors opened the other way. "The Uncanny Sword and the Cat's Eye Scythe were made by Lady Arachne, does that make you two more demon weapon than the others? Then again, the Uncanny Sword didn't choose you, you had to steal it, didn't you?"

"Maka!" Soul transformed into his scythe form. In order to catch him, Blair had to be dropped with little fanfare. She warded off the pigs so Liz could force open the doors.

"Alright everyone," Liz shouted, "let's move!" On either side of her, people ducked under her arms to get into the base of the clock tower. Maka and Soul were the last to make it in, with the doors slamming in hundred's of starving faces.

His fellow weapons had clearly been perturbed by the lack of strength they felt after losing their weapon forms, but in the dark Soul couldn't help but marvel at how pink his hands still looked, even in the shadows. Caring the black blood with him for so long, he forgot how drastically it changed him. Being his old self was just an illusion, but it was nice while it lasted.

Never had he heard someone recognize his scythe form by another name before. Maka and Tsubaki both came from storied bloodlines with legendary weapons that had fought by Lord Death side in ages past. Even the Thompson sisters had earned a name for themselves on the street. No one in the Evans family could think of where his weapon form had come from. The name didn't sit well with him though, what would some demon know about himself he didn't already?

"Thunder," Liz asked, "where's the exit?"

"We go down." She pointed to a shadowy door under the stairwell. With a gentle hand she scooped Blair up and smoothed out the cat's tail. "I'm sorry." She whispered into the cat's ear. "We're not in trouble, but I am sorry." Maka strongly disagreed, Blair should have no better to coerce a child into turning Kid's rescue mission into a weird vanity project. "I told you it'd be scary."

"Nothing we couldn't handle." Liz put on a happy face, but the dark stairwell seemed foreboding. "When I woke up this time, I though the last chapter was just a dream. The deeper we go, the further away from reality we get." Patty came up behind her and took her hand, then held out her other to Soul.

"Let's try this then." She said. "It worked to get through the parade, maybe it'll keep us together this time." It hadn't helped the partnered pairs when they first entered, but they had to try something. Liz's hands was trembling in her own, even though she was trying to be brave.

"Aww, do we have to?" Black Star moped before Maka was quick to hit him with one of the books she'd accidentally taken with her. "Ack, fine, I was kidding." Though he continued to mutter complaints under his breath about the whole thing.

One by one they formed a daisy chain with Blair tucked under Thunder's arm at the end. "Okay Lizzy, open the door." The shadows bled out of the open door and swallowed them whole.