Notes: This is basically an AU slightly based on the manga with anime elements thrown in. Think of it as a separate continuity altogether.

Also, many thanks to headphonescinderella for everything she did to make this story possible.

"So wait, you're a Number Hunter, too, Shingetsu?" Yuma still couldn't believe it. Just an hour ago, it would have been impossible to imagine that a wimp like Rei Shingetsu would be able to take down one of Dr. Faker's Numbers Hunters, much less do it using Number cards that he had collected himself.

Shingetsu responded with a playful wink.

"I didn't want to tell you at first," he said, "I thought you might be like all the others and try to take my Numbers as soon as I told you. But after seeing how you came running to help me, I know that I can trust you."

"Aw, that was nothing," Yuma said with an embarrassed chuckle as he placed a hand on the back of his head. From the day he had transferred into Yuma's class Shingetsu was always getting into trouble. It's not like he did it on purpose. Shingetsu always meant well, but that didn't stop him from being a major pain sometimes. A shortcut that he promised would get Yuma to school on time would end in them being chased across the city by a pack of angry dogs. A science project he totally understood, honest, ended with them staying after school to clean the remains of a paper mâché volcano off of the floor. Even when they were dueling, Shingestu's best intentions often ended in lowered life points and destroyed monsters.

So when Yuma got that desperate-sounding call about an hour ago he figured it was just more of the same Shingetsu-type trouble. But when he arrived at an abandoned warehouse at Heartland City Pier only to find Shingetsu in the middle of a duel with a new Number Hunter he knew something strange was going on.

Yuma had demanded to take Shingetsu's place as soon as he had seen the duel. The Number Hunter had just scoffed at him, but he still allowed Yuma to team up with Shingetsu, if only so he could win more Numbers at once. And he almost had. The Hunter's own card, No. 27 Sealing Magician Kameas, would have destroyed them both if Shingetsu hadn't used No. 96 Black Mist to grab victory out of the clutches of defeat.

"I'm serious," Shingetsu continued. "What you did today really touched me, and that's why I want you to have these."

Shingetsu pulled out two cards from his extra deck and held them up toward Yuma.

Yuma's eyes widened. It was No. 27 and No. 96.

"Wha—but those are—"

"Think of it as a token of our friendship," Shingetsu said as he placed the cards into Yuma's hand and placed his own hand on top of them. "I still need to keep the other Numbers I've collected to protect myself, but I'll give you these to show that we're partners now."

Yuma couldn't help but smile. Every Number Hunter he had encountered so far had been his enemy. He'd never thought there would be one who would be his friend.

"Thanks, Shingetsu! I can't wait to tell Astral that we have a friend who can use Numbers."

Astral. In his shock over Shingetsu being a Numbers user Yuma had almost forgotten. No. 27's effect had allowed their opponent to banish and then steal their monsters, but that wasn't the only power it had. It had given their opponent the ability to seal away spirits, and he had proven it by sealing Astral inside the Emperor's Key.

The effect was supposed to last for only an hour. Yuma knew there was still time left, but he was still worried Astral might not ever reappear again. He was trying to keep a strong face, but he couldn't help constantly gripping the Emperor's Key, as if that would somehow bring Astral back to him sooner.

He suddenly felt all too aware of the dried tears on his face. Losing Astral had scared him, and it was only because Shingetsu had been there that he had managed to keep it together. C'mon Yuma, he thought to himself, remember, Kattobingu!

Yuma gave Shingetsu his brightest grin, in an attempt to hide his worry. But, to his surprise, it was returned with a grim stare.

"Yuma, I think it would be better if you didn't tell Astral or the others about me."

"But why?" Yuma asked.

Shingetsu had been acting unusually confident up until now. His demeanor and voice had shown no hint of the bumbling friend Yuma knew from class. But his shoulders sagged and he suddenly transformed back into the Shingetsu Yuma had always known.

"It's just…" Shingetsu's voice wavered. He eyes were glossy with incoming tears. "Every time someone found out about me collecting Numbers it always ended in disaster. That's why I had to transfer schools in the first place.

"The first time it was because I was trying to stop a guy who was using the power of his Number to start fires at our school. I managed to win the Number, but he got away and I was blamed for starting the fire.

"The second time there was a girl in my class who was using her Number card to steal the answers for tests. I got blamed for that, too.

"The third school was okay at first. I even started making friends again. But then the student council president found out I had Numbers and did everything he could to get his hands on them. He even held my friends hostage-"

Shingetsu's speech was stopped by a sob that shook his entire body. By this point he was full on crying and Yuma's couldn't help but feel his heart twist with sympathy.

"That's why, when I transferred to Heartland Academy, I decided that I didn't want to hunt Numbers anymore. I just wanted to be a normal person again. But then I met you, and saw that you were a good person, even though you had Number cards. And then I got to meet everyone else. The way you guys supported each other and fought together really moved me. I decided that I wouldn't hunt Numbers myself anymore, but it would be for the best if I could at least help you and Astral from the sidelines. "

He wiped away some of his tears. "When that Number Hunter found me I thought I was going to get in trouble again, and then you showed up and defended me. I knew I couldn't let you lose just because you were protecting me. If anyone has to know about me collecting Numbers, then I'm glad that it's you, Yuma-kun, but I think it's for the best if nobody else knows about me yet."

"Shingetsu…" Yuma had never heard Shingetsu talk this much about his past before. He must have been so lonely when he was switching schools. And it was true-even though Yuma would never admit it out loud- Number Hunting was scary. He remembered the first time he dueled Kaito. He had almost lost, and probably would have never dueled again if it hadn't been for Kotori snapping him out of it. Not only that, but he had Astral by his side to help him. Shingetsu didn't have anybody.

Yuma wrapped his arm around Shingetsu's shoulder and pulled him close.

"Don't worry, Shingetsu, I won't let anyone know about you collecting Numbers."

From the corner of his eye he could see Shingetsu smile.

"Thanks, Yuma-kun," He wrapped his own arm around Yuma's shoulder. "I'm really glad I can still help you. And by hunting along side you I can still fulfill that weird door's request."

Weird door? Yuma's eyes widened. He hadn't even given a second thought to why Shingetsu was collecting Numbers in the first place, but that weird door sounded just like the one Yuma had seen in his dreams before he had met Astral. He hadn't thought about it much since then, but maybe Shingetsu knew something about it. There was a chance it could be connected to Astral's memories.

"Shingetsu, what did-"

BEEP BEEP BEEP

The call alert from his D-gazer cut Yuma off. He let go of Shingetsu and pulled the device out of his pocket. Large red letters flashed across the eyepiece, announcing an incoming call from his sister.

Yuma gulped. He could already hear Akari yelling at him.

He clicked a button to answer the call. A video feed of Akari's face appeared on the eyepiece. She looked absolutely furious.

"H-hey, sis," Yuma said, trying to sound as innocent as possible, "w-what's up?"

"Don't 'hey sis' me! Do you know what time it is?! Where are you, Yuma?"

"Er," Yuma shifted around in an attempt to hide his surroundings. He and Shingetsu were standing outside of the warehouse where their duel had taken place. There was no way Akari would approve of him being out this late in this part of town, unless, of course, it had something to do with getting the scoop on the latest news story.

"Uh, y'know just out and about."

"Is someone there with you?" Akari strained herself to try and see behind Yuma. "You haven't been dueling have you?"

"N-no! I'm just- I mean-"

"We're working on a play," Shingetsu said, popping up over Yuma's shoulder so Akari could see him. "Our class is doing a bunch of classic scenes from Shakespeare plays. Me and Yuma are doing a scene from 'Julius Caesar.' I didn't feel ready so I asked Yuma to stay late so we could practice. I only meant well. I'm sorry if I got him in trouble."

Akari starred doubtfully at Shingetsu before glancing back at Yuma.

"Is that true, Yuma?" she asked.

"Er…yeah! Totally! Me and Shingetsu have been working really hard on this Caesar salad thing."

"'Julius Caesar'," Shingetsu corrected.

"Yeah. That."

Yuma turned back to Akari and gave her what he hoped was a convincing grin.

She stared silently at the two boys for a moment, her brows furrowed with doubt. Then she let out an exasperated sigh.

"Fine, just get back home right now, Yuma."

"Right! Got it!" Yuma exclaimed as Akari hung up. He let out a sigh of relief. Sometimes his sister was scarier than any Number Hunter could ever hope to be.

"Thanks for helping with that, Shingetsu," Yuma said.

"No problem," Shingetsu smiled warmly and then chuckled, "Your sister's kind of scary though."

"Yeah, she gets mad pretty easily. And she's always giving me a hard time about dueling and—ah! She's gonna kill me if I don't get home right now."

Yuma made a move to run off, but then stopped himself when he remembered what he had been trying to ask Shingetsu before Akari had called.

"Oi! Shingetsu, let's talk just the two of us on the roof during lunch tomorrow. There's some more stuff I want to ask you."

"Sure!" Shingetsu said with a nod.

With a wave and a thank you for the Numbers Yuma raced off toward home, trying hard not to think about how much Akari was going to yell at him when he got there.

Shingetsu watched as Yuma disappeared down a back alley. A cunning smile brushed his lips as he turned and began to walk in the opposite direction. That had gone easier than expected. Yuma had even fallen for that lame story about him transferring schools.

Shingetsu approached one of the docks that stretched out into Heartland Bay. He stood still watching the city lights come on one by one as the sun disappeared over the horizon. A frigid wind whipped across the dark void of the ocean. It was so cold that for a moment he didn't even mind the sudden burning heat that was emitting from the necklace hidden under his school uniform.

He didn't react as a black fog ghosted its way out of the red, spherical gem that hung on a cord around his neck. It drifted above him in several long tendrils before combining into a humanoid shape.

The shape shifted as a face with heterochromatic eyes-one black, one yellow- and red and green markings materialized. A mouth screwed into an angry grimace was the last feature to appear.

No. 96: Astral's dark counterpart and the one who had given Shingetsu the power to hunt Numbers. Shingetsu hadn't told him about this part of the plan, and he knew No. 96 was not going to be happy about it.

"Why did you give him those cards?" No. 96 said. His voice was shaking with anger. "How do you expect us to collect all of the Numbers if you just start giving them away?"

Shingetsu smirked. "I told you it was part of my plan didn't I? Why bother taking Yuma's Numbers when we can get him to hand them over willingly?"

"Hand them over?" No. 96's faced showed confusion that gave way to realization. " I see. You're hoping to divide and conquer."

"Exactly. Without Astral or his little friends to back him up Yuma's just a harmless idiot. When they start to suspect he's keeping secrets from them he'll have no one left to rely on but me."

"That still doesn't explain why you gave him my card," the tight-lipped grimace returned to No. 96's face.

"Like you said: divide and conquer. If your avatar manages to corrupt Astral from within, it'll only help our cause."

There was a sudden sound like the crack of a whip. Shingetsu gave a start as he felt something wrap around his ankle. He was hefted up into the air. He caught a glimpse of a long tentacle, almost invisible against the night sky, coming from No. 96's back. He was hung upside down, only inches away from No. 96's face.

"If it manages to," No. 96 snarled as he gave Shingetsu a violent shake. "You're gambling my Numbers on a mere possibility."

Shingetsu just smirked, giving no outward sign that No. 96's actions had fazed him, even though he could feel his heart racing a mile a minute.

"Are you doubting your own strength? I'd think someone as powerful as you would have no problem destroying Astral." Shingetsu really wanted to ask if the poor widdle baby was scared, but he still needed to act like he was still a little obedient to No.96. It was all for the worst after all.

"Astral is just a mindless instrument of the Astral World," No. 96 snapped, his face a mask of fury. "His power couldn't even begin to match mine."

"Then you have nothing to worry about," Shingetsu said reassuringly.

"Hmph," No. 96 pouted. Actually legitimately pouted. Shingetsu felt his grip around his ankle go slack. In an instant he was back on the ground. Aching from the impact with the concrete, but still feeling as if he had come out the victor.

"As much as I admire your underhanded scheming, I can't have you just giving away my Numbers." No. 96 said. He no longer sounded angry, but instead had switched back to his usual prideful tone. He grinned, his white teeth showing bright against the night sky. His body began to dissolve back into misty tendrils, which wormed their way around Shingetsu and back into his necklace. "Be a good dog and ask your master before you try anything else. You wouldn't want to get punished again would you?"

"Whatever you say," Shingetsu said with a casual shrug. His voice was even and cool, but he still felt his stomach tighten at the mention of punishment. It wasn't helped by the eerie, cold feeling of the mist swirling around his neck, which made his hair stand on end.

The last part of No. 96 to disappear was his eyes and mouth, which hung in the air for a few seconds, like the grin of a frightening, otherworldly Cheshire cat, before fading into the night.

Shingetsu once again found himself alone. The sound of the ocean filled the silence as he tried to let the fear he hadn't shown subside.

He looked up at the sky. Black, cloudy and starless. just as it had been on the night he had received his first Number cards. He could still remember every gory detail of that night. Smoke searing his lungs. The smells of burning metal and flesh twisting together. The flash of beady red eyes and two sharp blades. The sudden appearance of a great door with the face of a monster carved into it. Returning to a burnt ash reality with two XYZ monsters in his hand.

That door had promised him great power. What it had given him was No. 96, who only had his own plans in mind and treated Shingetsu like a slave.

Well, he'd play along for now. He'd been playing along for most of his life anyway. But Yuma Tsukumo would be the stepping-stone that would allow him to finally grasp that ultimate power.

A chuckle escaped from Shingetsu's throat. Manipulating Yuma and No. 96 would be so easy.

The thought brought on even more laughter, until he was doubled over, clutching his stomach and gasping for air as his insane cackling echoed out into the night.

He would destroy them. From the inside out, and then take what was rightfully his.

And then the whole world would burn.

The attic was quiet save for Yuma's obnoxious snoring. Normally Astral found it to be a nuisance, but tonight it brought him comfort. He had thought that he would never see Yuma again after what happened today. And, given the tears that had flowed during their reunion, Yuma had obviously thought the same thing.

Astral floated lazily above Yuma's hammock. In his hand was one of the Numbers cards Yuma had won today: No. 96: Black Mist. It had low attack and defense, but its effect, which allowed it to half an opponent's attack strength and then add it to it's own, could be very useful.

It wasn't the card's figures that had caught Astral's attention, however. There was something about the monster's picture. Long dark limbs and massive silver claws reached out toward Astral. Its eyes were made of fire and the moonlight entering the attic window seemed to make them glow malevolently.

Astral's gaze hung on the picture. There was something familiar about it. He did not understand what it was, but there was an itching thought in the back of his head that told him this card was important. Perhaps the card contained information pertaining to his mission. No. 27 had only given him a brief glimpse of a giant, black, stone tower. Not nearly enough to make his mission any clearer.

The card glowed white as Astral absorbed the memories within.

An excruciating pain shot through Astral's body, causing him to gasp out loud. His mind swirled with visions of a bright blue world. His world. Screams echoed in his ears as red claws of lightning shot across the sky.

Astral saw armies of monsters charging at each other across a blue landscape. The hideous dark tower Astral had seen in his previous vision stood above them. The tower filled him with fear and dread. Astral wanted to tear himself away from it, but its vision seemed to consume him. Slowly the vision of the tower melted, shifting into the image of a blood-red eye.

The eye was horrific. All consuming. All seeing. Inescapable. The growing horror of its existence sent a shock through Astral's body. It would never leave him. He would be trapped forever in its sight. Never leaving. Never leaving. He had to escape. He had to run. He had to fight had to-

A scream unleashed itself from Astral's throat. The vision ended, leaving Astral back in Yuma's attic. He was clutching his chest and breathing heavily. The image of the Astral World and the Eye were still dancing under his eyelids. Yuma, the only person who could have heard him, snored loudly and shifted in his hammock.

The fear subsided and Astral was left with one fragment of information. A new memory that completely changed everything:

There was a war in the Astral World. And it was his mission to stop it.