A/N: Okay, so first YGO fanfic I've cared to write (never thought I would, but it's strange how some things work out) so I'm not familiar with what is usually expected of a YGO fanfic. I just suddenly thought of a storyline/film that fit surprisingly well with the YGO cast, and lo and behold, an AU was born. Never thought I would do a non-canon pairing either, but again, life is strange sometimes...

And, with no more ado, let the story begin!

LadyCathy.

ooOoo

Chapter 1: Leviathan

Glittering, snake-like eyes watched over a quiet mortal world.

Too quiet.

Much too quiet.

Attention shifted to a heavily-guarded convoy travelling through a bleak landscape; the only change in surroundings was the rise and fall of the dunes and the steep decline where a river dipped into a waterfall. Still, it was too quiet.

Glittering, snake-like eyes moved to a small group hiding on the shadow side of a dune.

A fanged smile slowly spread.

ooOoo

"Word from Jamil; they're coming."

"Thank you, Rishid." Crouching with the rise of the dune serving as cover, the man spared a smile. It was alert with the anticipation of the chase. "Are the others in place?"

"Yes. Everything's as you ordered. In a minute the caravan will be in utter chaos and they'll be herding the treasure away from the guards." His companion smiled. "Straight towards us. Assuming everything goes to plan."

"Of course it will go to plan. I thought of it." The man quietened down, now listening to the sound of the sand-blown landscape; the sound of hooves and wheels striking the ground just about audible. To one side of them, the river – swollen from a freak storm the day before – almost drowned out the sound. The man's appearance easily set him out from the others, what with his white hair; it looked as if there were no way he would melt into a crowd.

He picked up his head suddenly as the rattle of a cart grew loud. He glanced to the rest of his group, just to confirm that they had also heard it; by the looks of things, they had.

"It's here."

Only seconds passed before the reinforced carriage hurdled over the top of the dune and, horses in a wild frenzy, careened towards the river edge. They skittered into a stop before they hit the water, but the cart attached to them continued with its momentum and toppled onto its side, hitting the ground with a deafening crash. The horses were dragged down, but after scuffling eventually got loose and struggled to their feet, whereupon they fled the overturned cart.

"Perfect."

The man didn't approach the upset carriage just yet, preferring to stand back while his men swarmed towards it. One hand rested gently at the sword attached to his side. Something told him it wasn't going to be that easy.

Sure enough, guards seated upon horses quickly arrived on the scene, so intent on protecting the precious cargo that they barely spared the man a glance. That suited him fine. He watched his men tackle the newcomers, reassuring himself that they had it under control, and snuck around the side to approach the carriage. One side was half buried in the ground, while the back was damaged from the fall and the wood had been weakened. The thief brought out a small dagger and dug it into the damaged wood, carefully but efficiently carving open a hole.

A shadow rose up behind him, and instinctively he moved away and brought himself back to his feet.

"Bakura?"

The thief took several seconds to recognise the newcomer; in his line of work the only people with that amount of jewels and charms were the kind of people he thieved from. Still, even though years had passed since their last encounter it was difficult to mistake the individual before him. "Atem?" Mild surprise passed his features before it shifted into a more comfortable expression of contempt. "Or should I call you 'Prince' now?"

"None of that, Bakura."

"I see you remembered my name. I suppose I should be honoured that a prince deemed my name interesting enough to memorise," the other sneered.

Atem surveyed the thief standing between him and the carriage, one hand not-so-idly resting against his own blade. "What are you doing here, Bakura?"

"I'm a thief; what do you expect? Now, if you'll excuse me, your highness, I have some loot to liberate." Bakura turned to inspect the now-disintegrating wood, intent on reaching inside for the cargo, but a sword smoothly appearing between him stopped the action. He paused while the blade remained at his throat, and the prince moved round so he was closer to the overturned vehicle. "Are you going to kill me, Atem?"

"This is not the kind of cargo that should be stolen, friend."

A bitter smile curved round the thief's lips. "You call me friend, yet as far as I know, friends do not threaten one another with swords. And all cargo is meant to be stolen. All it requires is the right mind."

"If you had any idea what you're intent on stealing..."

Tired with the facade, Bakura knocked the sword away, at least so it wasn't in contact with his skin. "It's valuable, right? That makes it viable loot."

Atem's scowl deepened, but the blade wasn't raised to Bakura's throat again. However, it still remained between the thief and the carriage. "Not this time. This time it would be better if you called off your men and retreated."

"And when have you ever known me to retreat from anything?"

"I was hoping that in the last ten years I haven't heard from you, life might have knocked some sense into you," Atem retorted. "This cargo is powerful–"

"All that does is increase its price," Bakura replied coolly. His hand swiftly brought out his own sword to combat Atem's; the action gave him enough time to reach into the hole and bring out a golden box. "Huh, so this is what all the fuss is about? The box looks like it might fetch a pretty price too." He grinned mockingly at his opponent. "Your highness is too kind."

"Bakura!"

The thief knocked away Atem's sword, moving quickly round to apply a kick to the prince's knees and bringing him down to the ground. His grin widened as he surveyed the situation. "Hey, you win some, you lose some. And today it appears Ra favours me." He took a mocking bow, grinning wickedly at his opponent. "I'll send a note telling your highness how we spent the spoils."

There was a crash from behind; the unmistakable sound of something large breaking out of the river. Both men turned to look for the source.

"Oh boy..."

There were tentacles, way too many tentacles rising out of the water. Large, slimy tentacles. A head accompanied the tentacles; all it seemed to be gaping jaws and rows of jagged teeth. And certainly too focused on them, for Bakura's liking.

"I suggest we slowly retreat," Atem cautiously offered. "Very carefully."

The thief took one slow step back, hoisting the precious cargo into a more secure hold. The creature's head swung round so that its small eyes were following him. The eyes followed in particular the pathway of the box.

"I don't like the way it's watching me..."

"Just carry on slowly retreating," Atem advised, stepping back himself. "Don't want to startle it."

"Startle it?" Bakura hoarsely repeated. "It's a fifty-foot monster... How could I possibly startle it?" He kept his gaze steadily on the creature, almost certain that its gaze was focused entirely on the box in his hands. He considered passing the cargo to Atem, but dismissed that idea as that would involve letting the treasure out of his grasp.

The creature's appearance hadn't gone unnoticed by the others; Bakura could hear the beginnings of shock and fear being emitted by guard and thief alike, and then a young guard, fuelled by adrenaline and foolhardy bravery – or stupidity, Bakura idly thought – charged towards the creature, spear grasped in hand. The spear was flung... and bounced harmlessly off the thick skin.

Unfortunately, while it left no physical mark, the monster had still felt the impact. It erupted into action, the tentacles sweeping the ground and knocking off any guard or thief in its way.

"Run!"

Bakura skidded behind the fallen wagon, crouching behind it for cover. He glanced to one side to see the young prince join him. "Hey, find your own hiding place."

"We haven't got time for this, Bakura. Hand me the box."

"Finders keepers."

Atem growled under his breath and made a half-hearted movement to snatch the box away from the thief; Bakura moved it easily out of Atem's reach. "That thing is aiming for the Puzzle – whoever has it will become the prime target for that... thing. I can lead it away."

"Taking the treasure with you. I don't think so."

Atem glanced out to where his guards were attempting to fend off the monster, drawing it away from him, but suffering because of it. Irritated, he rose to his feet as he moved to join his men. He paused. "Alright, Bakura; run with that, if you must. But when we've dealt with this creature, we'll be back to fetch it. This doesn't end here."

The thief scowled as he watched Atem join the guards and lend them his aid. Barely seconds had passed before another thief took Atem's place, looking over his shoulder to see what had become of the prince. "How long has it been since you last saw him? Ten years?"

"I don't keep track, Marik," Bakura muttered. "He's just the same though. Still too full of his noble ideals."

Marik gave a half smile and looked over at the young prince again. "Are you going to help him?"

"He can handle himself fine. And if he wants to get himself killed taking on a fifty-foot monster, that's his own choice. How is everyone else?"

"They're out of harm's way. They're just waiting for you turn up, hopefully with the treasure."

"And with the treasure I'll return." Fetching a knife from his belt, he started to pick at the lock, to reassure himself that the box indeed held the treasure. Knowing Atem, he wouldn't put it past the prince to make a decoy. The lock clicked open and he swung the top open to reveal a dazzling golden pyramid, fitted with an engraving of an eye on one side.

Marik leant over to examine the contents. "Wow. Read about it. Heard about it. Never actually seen it. That's the Millennium Puzzle, isn't it?"

"Indeed." Bakura grinned at his companion. "Someone will pay a pretty price to get their hands on this."

"I thought only those with royal blood could use it?"

"Doesn't stop it being valuable. The Millennium Puzzle; fabled item of magical powers, presumed lost until discovered recently by our friend the prince... now in my hands." Bakura's grin widened. "Some days it's good to be a thief."

"I'd wait until we have that back at base before coming to that conclusion." Marik's words, as if prophetic, were followed by a crash as the overturned carriage was thrown aside. The two ducked to avoid being knocked away, but now their hiding place was ruined. "Run?"

"I guess so."

The two headed in different directions, automatically moving so the creature's attention would be split between them; Marik's direction was straight towards the dune, Bakura's was a more curving route that took him closer to the prince and guards. The Puzzle had been hastily stuffed back in the box and now the box rested under one arm. His other arm was free to wield his sword, hacking away at any tentacles that came too close. He glanced back once more, only to see that Atem had been disarmed at one point and was now in the process of being caught up in one slimy tentacle.

Unbidden, Bakura found himself slowing down. He made a mental order to his legs to carry him further away from the creature, but his legs weren't following the order.

"Dammit. And to think we haven't even seen each other in ten years." Disobeying every survival instinct that his life of thievery had ever installed in him, he made an ear-piercing whistle and held the precious cargo above his head. "Hey, fish-food! Lookie what I've got!"

Small eyes focused on the thief, and any attack on the rest of the group was instantly forgotten. Atem was dropped to the ground as the tentacles abruptly advanced towards Bakura. Bakura, however, had turned tail as soon as the words were out of his mouth, and was now fleeing for his life.

"Run. Run. Run faster," he chanted to himself, as if he could will his legs to move any quicker.

Something slimy ensnared his foot and seconds later he was being dragged upwards and was hanging from that one foot. The tentacle brought him to eye level with the creature. Bakura grinned nervously at his captor, blood slowly rushing to his head as the effects of being held upside-down began to make themselves known.

For several moments he focused on the ground swinging lazily above – below – his head, and it took a few more seconds before he registered that it was not the ground that was moving, but himself. At this point he returned eye contact with the beast.

"Well, I guess as first impressions go, this has got to be one of the worst." He grinned again at the creature, but his humour was not appreciated. Another tentacle from the animal wrung itself around the box, trying to pry it away from the thief. "Hey, hey, no! Let go!" Bakura kicked with his free leg at the limb, earning some momentary respite. "Steal your own treasure."

"Bakura!"

The thief looked down – it felt more like up to him – and spotted the young prince standing below. "Hi, Atem. How's it hanging?"

The prince didn't appreciate his humour either, preferring to scowl up at his old friend. "Drop the box!"

"It's not enough that I'm hanging upside down, caught by a fish... thing; now you also want to take my treasure? No-can-do, highness."

"Can you forget the bounty for a moment? I'm trying to save your life here!"

"By taking my hard-earned loot? I think I'm fine hanging here." Another tentacle attempted to snatch the box away from him, and again Bakura kicked it away. The creature had grown bored of fighting him, for the tentacle ensnaring his foot wrapped itself around his other ankle, stopping him from booting the next tentacle. Instead Bakura brought out a dagger – his sword had come loose when he was initially captured – and used it to fend off further attempts.

Suddenly both legs were freed and Bakura hit the ground; winded, but miraculously with no broken bones. Gasping for breath, he eased himself up to see that the reason for his abrupt release was a spear lodged in one of the creature's beady eyes.

Atem hoisted the thief to his feet; Bakura kept the box firmly in his grasp.

"Bakura, give me the Millennium Puzzle."

"Give me one good reason."

"Perhaps the giant fish monster before us would be a good enough reason?" Atem snapped. "You know the stories about the Puzzle; those with royal blood can wield its power."

"You don't know how to use it."

"It doesn't take much skill to blast something," the prince returned flatly. He still had one hand out, as if expecting Bakura to simply hand over the prize. "Please."

Bakura glared at his old friend, but brought out the Puzzle and dropped it into his hand. "But," he added, one hand still on the Puzzle, "I expect it back."

Atem laughed. "We can go back to fighting over it once the monster is defeated. I promise."

Bakura released the treasure, reassured by the promise. "Go fry fish-face then." He stepped aside, giving the prince a wide view on the creature before them. It had been struggling to deal with the spear, but at this point a stray tentacle twisted around the weapon and wrenched it out. The good eye turned to the prince and the thief, quickly identifying the source of its pain.

Atem was turning the Puzzle over in his hands, trying to get some reaction out of it.

"'It doesn't take much skill to blast something,'" Bakura quoted back mockingly. "Last time I listen to you. Hurry up and shoot the damn thing out of the water!"

"I'm trying!"

"Now, Atem..."

"I know!" The Puzzle glowed in the prince's hands, and a burst of light shot out of the engraved eye, hitting the creature in the chest. For a moment it convulsed with the attack, and then it collapsed; its body sunk back under the water and the tentacles that had been overland crumpled onto the ground. The ends of the tentacles twitched as the body began to be washed downstream, heading towards the waterfall; the tentacles were dragged along the ground as they followed the body.

Atem hadn't initially realised his success, but when it dawned on him he grinned at his friend. "See? That wasn't too bad."

"You could have done with not leaving it 'til the last second. But I suppose you were always into the dramatics."

"Me? You were always the show-off."

"At least I accept that. Now, are you going to return the Puzzle or shall we start this fight again?" Bakura held one hand out, knowing that Atem wasn't about to give in that easily but asking all the same. Before either had a chance to add anything, Bakura felt the familiar clutch of something slimy twist around his ankle.

"Oh, sh–"

The convulsing tentacle tightened its grip and he was brutally dragged back and submerged in the river's fast flowing current. He strained against the spasm-filled tentacle, trying to pry it off, and hold his breath, and try to make it to the surface for air all at the same time.

Ahead in the murky depths, he could just about make out the outline of the monster's body; well, he did, and then it disappeared. Bakura's oxygen-starved brain tried to make sense of this. Monsters did not just disappear. Certainly not when their tentacle was still wrapped around a thief's foot. The tentacle had to be still attached to the beast.

It made perfect sense when he also hit the waterfall.

ooOoo

A/N: R&R, please!