(Outside DWMA)

As Zach clashed with Hahvulon, the three Elementals were now busy with Yolmah, Strunmah and Sendaar.

Sendaar: Three Elementals, better play it safe, we just gotta keep them busy until that Demon guy's freed!

He took out a small scroll from one of three in his pocket and threw it in the air. In an instant, a large figure of wood appeared in front of the puppeteer. It was shaped like a cyclops with three horns, had on metal plate armor, and it's left arm was replaced with an axe.

(I know it's shit, last minute drawing.)

Pincher: Th-That shape...! How dare you insult the King's father!?

Zacharie: Wha-

Noticing the puppet, Zach froze up in shock, allowing Hahvulon to strike him dead-on with his large fists.

Sendaar: Hey, as long as it works I'll use anyone as a base!

The puppet came to life and rushed towards the priest. With his immense speed, he dodged a downward slash and fired a small yellow beam of light into its head, not able to go through but left a decent burn mark.

Pincher: It pains me to harm even a perverse image such as this, but it has to be done...

Nova's arms became red hot and began to glow orange, and Eis had frost appearing all over his body.

Strunmah: Eat this!!

The cyborg Oozai's arms had small gun barrels pop out from the sides and began firing away. While Nova assisted Pincher, Eis took on Strunmah. As soon as the bullets reached the Frost Elemental, they were seemingly bouncing off, due to the armor-like ice slowly forming.

Eis: You know we could kill you at any time we wanted, right? I suggest you give yourself up before I put you down...

Strunmah: That's what you think, you don't even see the other guy behind you!

Eis turned his head but saw nothing there, and out of nowhere something on his chest exploded, shattering his defense.

Strunmah: Gotcha!!

The bullets now went straight through his body, injuring his legs, arms and shoulder before the crimson liquid came out as snow.

Eis: That was close, almost didn't convert my body in time! Yolmah must've done that, he's a fast one after all. But where is he now.

Meanwhile, Nova slammed his magma fists into the cyclops puppet, beginning to melt through its armor. And while that was going on, Pincher tried taking out the puppeteer himself. Sendaar had wrapped black bandages around himself, which caused all of the priest's light attacks to bounce off.

Sendaar: I had a feeling you'd show up, made sure to be prepared. Here comes my special puppet, for Elementals like you!

He took out a second scroll, this time summoning a smaller puppet with a large hollow body, and before Pincher could react it grabbed the Oozai and locked him within its body.

Once inside, several black metal rods pierced his body, and he felt his magic decrease significantly.

Pincher: Damn! It's inhibiting my magic, I can't move...!

Nova: Shit! Gotta he-

He tried to assist the priest, but two explosive tags were suddenly stuck on his chest and detonated, allowing the puppet to slash his back, leaving a nasty cut.

Zacharie: Everyone's dropping!! I may have no choice but to-

Hahvulon: Pay attention, Kiir!!!

The giant Insectoid wrapped Zach up in a strong purple web, delivering a barrage of punches, sending him through a house.

(Underground)

Maka: Witch-Hunt!!

The Scythe Meister swung her weapon with all she had, multiple times even, but Crona simply halted the blade's movements with their bare palm.

Crona: ...Is this all you have?

They sent the Tech back using a long black spike from their palm, and soon closed the wound entirely. Meanwhile, both Maka and Soul had taken an immense amount of damage.

Maka: I can't believe the Witch-Hunt isn't even working!!

Soul: How's a scrawny guy like him able to do all this...?

Maka: It's not them, nothing to do with their own strength. The Black Blood in their body, "Eric", is supporting their muscle movements.

Crona: Screech: Gamma.

In an instant, the slender Tech's sword morphed into that of a demonic face and began swinging wildly, giving the duo no room to breath.

Crona: I'll chop up both you and your weapon!! I'm serious, I will!

Maka: If I keep blocking like this, Soul's just gonna get hurt again...!

Soul: What to do, what to do?! The only theng that seems to work in blunt attacks, but even that's risky!

Just then, Soul heard that voice once again.

Black Zai: I can help you, Evans. Just like with Eternal before.

Soul: Not now! I...I cant beat this guy without your goddamn help!!

Black: You say that, but I know the truths. You're both running on fumes at this point, you barley have enough energy as it is.

Finally, the Demon Sword knocked Maka onto the ground, utterly exhausted. Walking towards the girl, towering over her, they asked a simple question.

Crona: Are you scared?

Maka: ...

Crona: This reminds me of back then, when I didn't know how to deal with...that bunny.

Maka: Wha...? What are they?

In Crona's dull eyes, they could only see a little white rabbit, weak, and defenseless. Raising up their blade, time felt as though it came to a standstill.

Crona: Bye-Bye, little bunny...

Black Zai: Soul! Soul!!

Soul: Maka...

Suddenly, the world around Evans became the Black Room, and he was face to face with the slug creature once again.

Black: We don't have much time, we both know you and your friend are done for if we don't do something! I can give you the needed Soul Power, but I need your permission to do it!!

Soul: I-I know that, but-!

Black Zai: But what?! What's more important than surviving right now?

Soul: I felt how unstable that energy was before. If we resonate even more, it'll effect her, too!

Black Zai: Oh, so that's what you're so worried about? Ok, ok, let's cool down for a moment and think rationally. There's only two of us in here, so we'll just get nowhere arguing like this, yes?

Soul: Yeah.

Black Zai: So in order to move on, we need the consent of all parties. So that's why...I've decided to invite someone to our little room, you may come in now.

He turned towards the large dark curtains, and the person who stepped out from the shadows took Evans aback.

Soul: Huh?! Here...?

Black Zai: We'll decide this democratically, then we'll all be happy.

The one behind the curtain, it was none other than Maka Albarn, now wearing a black dress.

Maka: I heard all this for a while now, it was quite something, really.

Soul: But, how're you in here!? Wasn't this place in my mind or something??

Black Zai: While you're resonating, two or more souls can enter the same world whichever has within themselves.

Soul: So, this isn't an illusion to trickme? This is really Maka?

Black Zai: Hehe, to be honest, I cannot control anything in this world, this room is all your creation, even if you don't think so. Now...

The slug moved towards the skipping record player and switched it out with a more gentle tune using a thin tendril.

Black Zai: How about we calm down with a nice little dance, shall we? You hadn't got the chance earlier.

As the two began to dance together, Soul began asking the question we're all wondering.

Soul: How did you come here? Did you hear that slug's voice, too?

Maka: I'm not really sure, but I remember hearing a third voice back when we fought that Demon on the bridge, you were arguing with it.

Black: So you could hear me from the beginning. I wonder why?

Maka: But now that we're both here, you know what I'm thinking, right?

Soul: ...You're serious?

Maka: Yeah...

Soul: You really want to use his power, and use that same Madness as Crona?

From the background, Black Zai's smile grew larger, stretching above his eyes and to his horns.

Maka: If I become just as strong as Crona, I think... I think I can get ahold of their Soul Wavelength, and do something to stop them.

Soul: This power he's offering though, I nearly lost it with only a fraction. And you wanna go through with even more than that? You might not get your sanity back, y'know?

Maka: It's worth trying, we HAVE tried everything else and nothing's worked anyway.

Soul: ...Alright, fine. We'll do what you want. But if ya start going loopy, I'll bring you back!

Maka: I'm fine with that!

Black Zai: Then it's decided, now we'll experience true power...

Crona: Bye-Bye...

They brought down the Demon Sword, when at the last moment...

Maka sent Crona flying up into the ceiling, and a faint, black aura began to form around her body, then it shaped itself into a translucent, humanoid shaped Oozai, with two horns in the shape od her own hair.

Eric: WHAT the hell is that?!

Maka: ...Would you like to try that again?

Meanwhile, Fen continues to overwhelm Stein and Death Scythe without much visible effort. As if it were light, Fen spun his Demon Sword around like a buzz saw. He then placed an arrow on the ground, pulling him away from the Tech's Soul Menace.

Fen: Can you feel that energy?? Seems like your little Maka's taken on a special form! Feels higher than Crona, too, intriguing!

Stein: Shit! It's worse than I thought, that's way too much energy for Maka to handle!

The Meister reached into his pocket and threw a little gray ball, which immediately flashed a blinding light, forcing Fen to shut his eyes.

Stein: Now!!

He rushed towards the young man, and with all his power punched, kicked, and even slashed his body, far too much for him to recover from like before. And despite the density of the Black Blood, two high-raised slashes from Death Scythe sliced both of his arms clean off, ending the flurry with a final strike to the chest, sending a mangled and bruised Fen to the ground.

Spirit: D-Did we do it? Is he dead?!

Hesitantly, the doctor checked the pulse of Fen's neck, and nothing was felt.

Stein: Finally, we got him...

Spirit: Whoo! That was insane, and what was that thing you threw at him earlier?

Stein: It was a type of flash grenade, Proton gave me a few so I could exploit the Oozai's weakness in their eyes.

Spirit: Ah, well good then one was enough for-

???: GEHSOOO!!!

(An Oozai battle cry.)

Spirit: Huh?!

They both looked towards Fen's body, now convulsing and sickening dry heaving as he got to his feet, his eyes were now pitch black, and a green liquid leaked from his jagged mouth, which was now stretching to at least three times larger than what any human could do.

Stein: The hell!? H-He had no pulse, he's supposed to be dead!!

But this was only the beginning, as a large bulge in the Oozai's throat came up, and two hands erupted from his mouth, and with another dry heave, an exact copy of Fen fell out of his own body. It was something the Weapon and Meister had never seen before, it was like a dream, or better yet a nightmare.

Fen: I-Incredible...! I...I never had to use that technique until tonight, I invented...that "Shedding Spell" for if I was d-damaged beyond repair...!

Ragnarak: Ragh!! You guy's really piss me off! When I eat your souls, I'm gonna chew 'em like bubblegum.

Stein: He's completely healed, but that technique-

Fen: Drained most of my energy. I'm at half my full strength because of it.

Stein: What the-?!

Fen: "I have a better chance against him now that he's weaker!" That's what you're thinking right now, aren't I right?

Spirit: What's he going on about??

Fen: In your right pants pocket, that's where you pulled out that flash bomb. You only have three more, and you plan to use another once I get closer.

Still: H-He's right! But how?

Fen: Next, you're going to ask: "How're you predicting my words?!"

Stein: How're you predicting my wor-Huh?!

Fen: Keh-Ha-Ha!! You underestimated me! I may be only 19 years of age, but an Oozai has powers beyond Humans from birth! Now, I'll take my first of many victories!!

Stein: You said it yourself, we both know you're significantly weaker now!

Fen: Oh? Right, the doctor you spoke of, the Oozai Proton? He never told you the special, forbidden techniques we have at our disposal, has he?

Stein: Forbidden?

Fen: Every time I slay a living creature, a portion of their strength is transferred into my soul, and at any moment I can release some of that power.

Spirit: He can store, strength?

Fen: Another piece of trivia for you, this form you see isn't my strongest point yet, I would say that I'm only 25% of my full potential. With each soul I take, I take another step towards becoming the next Demon God!

Stein: And...you want the first so you can take his power and go straight to a hundred percent?

Fen: Precisely! So watch carefully, you're about to witness my transition, to 50% of my true self, Soul Resonance: Impure Progress!!!

Whatever it was that emitted from Fen's body made a pit grow Tech's stomach, as he let out a ear piercing cry, shaking the room like a small earthquake.

Stein: What...is that? Coming from his body...

A jet black aura appeared around the man's body, like thick smoke, and dozens of humanoid figures rose up, screaming in anguish before fizzling out into nothingness. And his soul, it grew larger as it pulsated, growing up to the size of the chamber before compressing into a magenta Spirit Guardian, this one shaped like a Human with two horns upon its head, giving a mighty roar before disappearing. The black clothing on Fen's body, along with his hair and face changed as well, and the end result was a slightly more Human figure, although still lacking a nose, and his white eyes now had black lines connecting to his pupils.

Stein: He, he changed!! He's even stronger than before...

Fen: Ah... Here we go...! Can you feel my new power? Does it, weigh down on you? I understand, it's so much even I'm having trouble containing it! Why, my Guardian is slowly burning my cells just by using it...!

Spirit: 'Your' power!? All you did was steal it from innocent people!

Fen: Oh please! They're apart of something better now, and you'll be, too! In fact, everyone in this world will soon be given a new purpose!

He charged at the doctor within an instant, and without even touching Stein, held out his hand and sent him flying into a pillar with a loud crack of bone. The young man was surprised by his own strength, but his shock quickly turned into satisfaction. He placed a vector under his feet, launching him straight for the Meister, which was also faster than before, and he kicked the man across the room, laughing at how he bounced along the stone before stopping.

Fen: Keh-Ha-Ha!! This is just a wonderful night, just wonderful! I actually had trouble keeping up myself, I'm growing stronger by the second!

Stein: H-He cracked my rib cage, without even touching me...can I actually take him on like this??

(Back Outside)

Hahvulon: Weak, weak, weak!!

The massive Insectoid threw yet another devastating punch to Zach, knocking out several teeth and snapping a horn. Nebula Knight saw this, rushing to his King's aid as his club morphed into a large blade, bringing it down on Hahvulon's back, not even scratching his clothes.

Hahvulon: Hohoho! You're all so weak, I doubt anyone here would make a decent snack...

Nebula: ...Then Lun will snack on you!

The blade transformed again, this time into a worm-like creature with razor shap teeth. They bit down on the purple Oozai, piercing his exoskeleton and draining his magic. In the moment of distraction, Zach summoned the arm of his Guardian, swinging it into Hahvulon's gut. The Insectoid spat out a crimson glob, clutching his stomach in pain after finally prying Lun's jaws off his shoulder.

Zacharie: Was that weak?

Hahvulon: You...you...!!

He summoned a massive Oozai Cannon above Zach, who without looking up, reached up with his Guardian and crushed it.

Hahvulon: Th-This changes nothing! I still have energy to spare, while yours is steadily diminishing!

Zacharie: You think that's the case? The others may be tired, but I've been conserving my full strength up until now. Do you sense all those powerful souls underground?

Hahvulon: What's that have to do with you??

Zach: I've been using it as a timer, now that there's so much Oozai magic fluctuating, it's clear that we should stop holding back!

Hahvulon: Holding back? What else does he have?

With a burst of energy, the pink Oozai's Guardian grew larger into a larger projection of himself, and he was now suspended off the ground in its chest region.

Zacharie: This is your final hour, Hahvulon. Your execution has been long overdue!

The Spirital Guardian grabbed Hahvulon with both hands and began crushing his body. Cracks ran up and down the Oozai, blood leaking onto the ground as he fruitlessly attempted to free himself.

Hahvulon: I-I may die here...but!! The Insectoid Oozai...will continue... Go, my final spawn!!!

With one last squeeze, the Insectoid King was no more, and a large, red ball was ejected from his mouth and was sent miles away from the city. With that, the entirety of the spider Oozai let out a horrific screech before falling over, one by one dropping to the ground, dead. And somewhere deep into the city, the cyborg Oozai noticed the Insectoids dropping.

Strunmah: Huh?? What's going on?!

Nova: Heh, Zach must've bumped Hahvulon off. Now we can get serious!!

Eis: Finally, didn't think I could make it for an hour more!

The two souls of the Elementals grew in unison, and they both took on more, mythical appearances. Nova's body became a golem of magma, and the surrounding temperature grew hotter. Sendaar's puppets suddenly burst into flames, releasing Pincher from his prison. The black cloth on his body, which had been used to protect himself from the priest's light had also burned, leaving him vulnerable. He tried to extinguish the flames, but to no avail.

Sendaar: Ah!! I, I cant put it out!! Wha-huh??

He was blown away by a frigid gust of wind, coming from the transformed Eis. He was now within a cyclone of ice and snow, freezing the area where he stood. Pincher followed suit, as his entire body began to glow a bright yellow.

Pincher: Now you'll feel the wrath of the Elementals...!

Nova: We'll end this with one last attack, one for each of you!

Eis: You won't be given mercy fron us!

All three: GAHSOOO!!!

(An Oozai battle cry.)

With Nova's heat, he sent a massive fire ball in Sendaar's direction, reducing his wooden body to ash. Eis' frost locked Strunmah's joints in place, and was finished off with a large ice spike through hus chest. Finally, although he was nowhere to be found, Yolmah was pinned to a wall by a blade of light by Pincher through the chest, suddenly becoming visible once more.

Pincher: So you can turn invisible, too bad you tried to sneak up on me of all people.

Yolmah: I-I'll remember this!!

His red eyes flashed, and the Oozai had disappeared in a swirling vortex, much like what Zach did earlier. The Elementals retuned to their normal state, and each one let out a sigh of relief.

Pincher: Well, it's over now at least... How's everyone feeling?

Nova took out a pack of cigarettes and lit one with his thumb while taking a seat on a large piece of stone.

Nova: I've been through worse, it takes more than a little wooden toy to put me down.

Eis: Guess we'll be seeing that other guy again later, now what.

Zacharie: First, we should undo that seal containing the Shinigami up there, I'm sure Proton's already evacuated the wounded by now.

Nova: He's a damn good doctor, after all.

The Heat Elemental looked up at the four barriers, sensing the magic keeping them up beginning to fade.

Nova: Doesn't look like it'll last too long anyway, but it's shocking that Fen kid was able to find the scroll for a seal that powerful.

Zacharie: He's definitely something, let's just hope he hasn't made it to that Kishin yet...