Authors Notes: This is my first attempt at a Yu-Gi-Oh GX Fan fiction. It is centered around mostly OC characters but some cameos might get made over time. If you have any comments, suggestions, recommendations, or creative criticism please leave a review.
" " - Speech
Italics - Thoughts
When a monster is summoned its stats will be shown in this fashion (Level/Attack/Defense). If a monsters stats change the new old stats will be re-shown next to their modified stats.

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"HOW COULD I HAVE SLEPT IN!"

The words could be heard around the entire house as a young man threw himself out of bed, in a result finding him self slammed into the floor from his own momentum. He quickly jumped up into a standing position. Thinking as fast as he could he set into throwing his nightclothes into a corner of the room before rushing to the closet.

"Bram is everything alright in there?"

His mother called as she heard a pattern of more distinct 'THUDS'. Coming around the corner she peered into her sons' room to investigate. The sight she was met with was comical and just a tiny bit sad. The wiry young mans sandy blonde hair was disarrayed in a 'bed head', he had one arm through a shirt sleeve, was attempting to pull his jeans on, AND trying to put a right shoe on his left foot.

"I slept through my alarm! I knew I shouldn't have stayed up all night reworking my deck!"

His voice grew in volume and slight terror as he felt himself loose balance and fall over onto his back, knocking his head against the wall to meet the symphony of a low decibel 'Oww!'

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Erebos was sleeping soundly before his mind was filled with the noise of blaring rock music from his alarm clock radio. Sitting up in almost zombie like fashion he walked over towards the radio that was located clear across the room and stared at the infernal contraption that had awoken him trying to remember how to turn it off.

"Erebos turn that thing off!"
"Ya! Some of us are already awake!"
"Why can't you just learn to wake up to a normal volume!"

His siblings all spoke out in intrivals from around the apartment as he methodically found the off button and pressed it. Wearing a pair of shorts and a white sleevless shirt he turned to notice his family standing at the doorway, both parents and both sisters glared at him as he just snapped his fingers and gave them thumbs up. "Hey it's cool." They all groaned and dispersed from the doorway as he walked back to the bed. Sitting down he let his gaze wander to the wall ahead of him. He then lay down, resting his brown haired head back down upon a pillow, and promptly… went back to sleep.

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Bram was getting his running shoes on and quickly tying the laces. He looked with concern at his watch before grabbing his duel disk and deck from the nightstand.

"Mom! I'm really sorry to trouble you but can you please drive Erebos and I to the application building? I was going to just walk but I slept through my alarm and now I am going to run really late." His voice was virtually pleading as he stepped around out of his room to see his mom with her hands on her hips looking him over. Her look was judgmental and it started to make him worry, but ever so slowly her lips turned up in an accepting smile as she nodded her head.

"Oh alright, but you better wash your face, get your hair combed, and grab some fruit for on the way."

"Thank you!"

Bram did a 90-degree turn and rushed into the bathroom to freshen up.

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Outside the main doors of the application building several dueling proctors sat down at a table, each one stationed behind a laptop. One of the senior proctors approached and paused beside a heavy stack of paper work. The Royal blue sash around his arm acted as an outward statement of authority.

"So how many no shows do we have this year?" The senior asked startling one of the volunteer proctors who spun around quickly to witness his overseer picking up a clipboard.

"It wasn't as bad as we thought it would be, but we still have a number who were unable to attend it seems."

The older proctor slowly roamed his eyes down the list; he had done his own research on a majority of this-years potential students. Some he was a little glad were not to be found and yet some it was sad because they had worked very hard. His finger stopped beneath one name that he remembered quite clearly.

"Applicant 1489 Bram Swaile. That is a real shame. He probably would have had a good future here from the looks of his grades."

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"Hey watch where you are going!" A woman carrying her laundry yelled as Bram rushed past her and nearly sent her tumbling over the second story railing at the apartment complex. Being in track was finally pulling its weight in life. He pivoted on his feet and sprinted down a side corridor trying to cut as many seconds off his time as he could. Just ahead of him was a gap for a stairwell.

No time to go around!

Bram bit his lower lip as he picked up speed. He jumped forward and planted both feet on the railing, crouching down he then proceeded to spring board off and into the air. Soaring across the gap he tucked his legs in close to his chest, clearing the opposite rail by only a few inches. He landed and immediately set into a roll for a few feet before standing and rushing down to stop at his long time friends apartment.

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"Applicant 3822, Erebos Maidere, he was friends with that Swaile kid, his grades weren't as good but he seemed to have a bit of potential. With proper teaching he might have had a chance at the pros eventually. I guess that'd have been up to the proctor dueling him to decide though."

"Sir do you really think this year is going to be different than the last one?" A second year Ra student asked only to receive a laugh from his senior who found the question amusing, if not a little bit silly.

"Every year is different, and each set of students proves more interesting than the last. In my opinion each set of students should be more original than the last. Though I hope you do not take offense at that." He mentioned setting the clipboard back down.

"Umm, no sir."

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"Erebos you looser!" Bram yelled as he planted his right foot on his still sleeping friends side giving a powerful kick to knock him out of the bed and onto the floor. The impact being more than enough to wake Erebos from his slumber.

"Bram! What was that for?! We have a whole nother hour before we have to be over there." Erebos was rubbing his tail bone as he shook away the rest of his slumber.

"Another hour?! What are you talking about?! We were supposed to be there twenty minutes ago and are going to be marked off if we aren't there in ten minutes!"

Erebos slowly looked over to his clock and seemed to register the time for a few seconds. "Oh…" He nodded his head in acceptance and then took a small breath. "Damn."

Bram rolled his eyes as he just grabbed his friends duel disk and deck from its current resting place on the floor. "Just put your shoes on and let's go."

"But I'm in my night clothes." Erebos was hardly expecting his friend to make him go out dressed as he was.

"Doesn't matter. You should have thought of that before you made us this late. I was waiting outside for you for the last fifteen minutes." Bram bent down and threw a pair of shoes and a pair of worn socks at Erebos who caught them atop his duel disk. Still trying to get his mind up and running he just slowly followed Bram out the door and to the car.

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"Good morning- Erebos?" Brams' mother had begun her sentence quite cheerfully as she heard the back door open but how quickly her enthusiasm was replaced with confusion. She looked at Erebos and then thought better than to ask and turned back to the front as her son joined her in the passenger seat. "I'm sorry we are late."

Erebos' head lifted in hearing the words she spoke and looked at the back of Brams' head. "Hey wait a minute, you said-"

"Mom don't you think we need to be driving?" Bram interrupted as he pretended not to hear what Erebos was trying to say for the rest of the car ride.

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The duel arenas and the stadium seats were filled with the uproar of cheers, monster summons, attacks, and card activations. It was surprising that anyone was able to think amidst the clamor. But in truth that was all apart of the application test, those who couldn't take the pressure could never hope to pursue a career in dueling. Some were there to route for their friends, others to look at prospective teammates, and others merely staked out the competition. One such student was Loraido Soto. He was rich, popular, and had been attending duel prep school. Around him hung several other obelisk students, mostly leeches and lackeys but Loraido knew that it allowed for a very simple and easy to get anything done. All he had to do was tell one of them to do it.

Watching the other duels he had seen a few cards that caught his attention, ones he would see if he could buy off his new schoolmates later on. Some he had already bought even from those who lost, using the excuse they may as well not leave empty handed and take some cash in exchange. As the duels were winding down there was one arena of particular interest to him. In all truth it wasn't just him but a majority of the male onlookers and even some female.

Kemah Liliuokalani. A potential student from Hawaii was 'making waves' as it were. Rumors said she was a descendent of the last Hawaiian royal line, but royalty or not she proved to have other interesting 'assets'.

The field was currently 'Umi' by the effects of 'Legendary Ocean' and the water rose up to sway along about knee high on the proctor.

Proctor: 2400
Kemah: 1700

The proctor had a Dark Driceratops equipped with United We Stand and a Mad Sword Beast both in attack mode. (6/2400/1500)-(6/4000/3100) (4/1400/1200) each dinosaur roaring and stomping its hoof in place eager to charge.

"Alright girl I'm afraid I'm going to have to end this."

Stretching across the field it was easy to see what had drawn most of the boys' attention. Kemah was indeed female, but she was no 'girl', at least that's not the signs her body gave off. It was shapely and the outfit she wore left nothing to the imagination. A tight fitting yellow top with a sloping v-neck that cupped against her chest, it was short, leaving her with a bare mid drift. Hugging her hips closely was a matching short skirt. Her skin was naturally tanned and her hair was a shade of purple, highlighted with sea green.

"Kemah no afraid of monsters."

Her field consisted of one face down monster that shimmered as a glowing plate beneath the waves, and a face down magic and trap that appeared in likeness.

"Bravery doesn't win duels little lady. Dark Driceratops attack!"

The surly beast stomped amidst the waves and began to run headlong towards her monster. Its head tucked low and its twisted horn cutting through the waters as it readied to strike the face down.

"Kemah use trap card now, Etaquas Windstorm, it change mode of all your monsters."

As the face down trap revealed itself, a powerful gust of wind began to blow, swirling and throwing water around the two dinosaurs and forcing them into a stationary position.

"Your go." The proctor proclaimed as it folded its arms.

"My draw!" Kemah took her card out and then shuffled through her hand to find the monster she was going to use. "I summoning Giga Gagagigo, in attacking mode." The waters erupted like a geyser and parted as the massive mechanical reptile came forth with a scratching metallic roar. (5/2450/1500)-(4/2650/1700). "Now I show other face down. Soldier Penguin!" The waters shifted as a little chirping bird popped its head out of the waves and looked around curiously, rubbing its little flippers together as it bobbed in place with its miniature sword. (2/750/500)-(1/950/700) "It let me send up to two monster back to owners hand. I choosing yours."

She pointed as both dinosaurs roared and disappeared from the field. The proctor looked at his now barren field with nothing between him and the formidable lizard warrior.

"Giga Gagagigo attacking for game?" She said it in as sweet a voice as she could manage but also smiled innocently as the large creature propelled itself through the water slashing away the last of the proctors' life points.

Proctor: 0
Kemah: 1700

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"Think she made it into our dorm Thor?" A third year obelisk with a volunteer badge said as he put some paper work down and stretched his arms over his head. He wore an open duel blazer, colored black with the deep royal blue lining. His clothing was formal, wearing a tuxedo shirt and a pair of black slacks with pleats in the front. Hair of raven black hung down to the base of his neck. His complexion slightly pale but he had a pair of soulful blue eyes.

"I doubt it Orin, you know we never get that lucky outside of duels. Ever since they made the Ra and Slifer girl dorms its only the snobs we get." His companion replied with a playful grin. He was a more muscled individual, half a head taller with a head of spiked blonde hair. His coat was the normal for a third year Obelisk being white with blue lining in reversal to the one standing beside him. Underneath he wore a mesh shirt revealing the lining of his pecks just slightly.

"Good point. My luck is atrocious and that's why I've got to rely on skill. I'll admit it as an open and shut case."

"You know you currently stand unbeaten in one on one matches, you don't NEED luck." Thor said giving him a playful glare. Orin just smiled at Thor before blinking at seeing a girl passing in the hallways behind them. He knew her from the previous year at the academy, a Ra student wearing black and fuchsia purple socks, her night black hair accented by purple ribbons. Just remembering her gave even him a chill. Orins' stare caught Thors' attention as he also turned to look behind him.

"What is it?"

"I just thought I saw Madeline."

"Don't be silly, you know she hasn't been around for half a year. And even as such you know how anti social she is, why would she be out here?"

"I'm not sure…" Orin shook his head to dismiss the thought then went back to looking over the rail.

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"Sir should we go ahead and pack?" One teacher said after noticing that it was ten minutes after the legal close up time. The senior opened his mouth but instead the sound came from off in the distance from the parking lot. All three of the check in officers and the senior turned their attention to see two boys running up the pathway.

"Don't close yet!" Bram screamed again hoping he had gotten their attention. All three continued to stare silently as the blonde boy came rushing towards the stares, clearing four with every stride. Lagging behind him was the slightly less lean looking, Erebos. The head old proctor looked down at the sheet and laughed again that it would be those two coming in.

"After these two sign in you can close down."

Bram came to a stop in front of the table, his breath heavy and labored from the long run. The other students looked at him to see if he was going to be ok, or if he was going to pass out on the ground then and there.

"Um, name?"

Bram took a few more deep breaths as his heart rate began to slow down. He had to repeat the question in his own mind to hear it over his pulse. "Swaile, Bram." As he spoke the student typed the name into the small computer and saw the file open.

"Ah yes, you already passed your written test at an earlier date, you may go inside but you need to head immediately to the duel arena, find a proctor and tell them that you need to have your placement duel."

"Thank you." He took another deep breath to reset his air flow and then shot off through the main doors and inside.

"Wonder if he's always late." One mused looking to the other proctor as he closed his own notebook.

"Who knows but it is evident he will do just about anything to make it to his appointment."

"I just hope he doesn't have a heart attack before his match is over."

"Um hey." Both of the students turned and looked at the half dressed duelist.

"Uh yes can we help you?"

"I'm here for my exam, I'm Erebos Maidere." His voice showed little recognition of potential humiliation at his state of dress. Both the applicants looked over the screen and found his name and statistics. He hadn't done to great on the written test, aside from some calculations.

"Err, well yes go on ahead and go in, head immediately to the duel arena. It is in the middle of the building."

"Thank ya!" Erebos said before bringing both arms up to his chest and setting into a casual jog inside.

"Any hope for them?"
"The first yes, the other… not so much."

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Rushing through the hallways Bram spun and weaved around the other students who all stared as he refused to stop for anything or anyone. He rounded another corner and saw the strait shot for the main auditorium. Pouring on the speed he was unable to stop himself this time as a young man stepped around the corner.

The resulting collision sent the student tumbling to the ground while Bram leaned against the wall, looking down at the boy he could already count three things strange about him. One, his brown hair was ratty and matted. Two, his shirt was half tucked in also sporting a few stains on it. Three, the boy appeared to have a bright earring perched upon his left ear.

"Why dun ya watch where ya goin?!"

Bram became further startled when he heard the boys' thick accent. It sounded one part from Arkansas, another part from Louisiana, and yet it still had a heavy, brass slang in the back of it from some place else. Brams' hand extended as he just simply kept his mouth closed in an effort to refrain from simply yelling 'what kind of a voice is that?!' But merely smiled and helped him up. "Terribly sorry." Was all Bram could say, as Erebos finally caught up to the two of them.

"Bram, don't we need to get… to the… arena?" Erebos slowed down and came to a complete stop, also finding himself caught in just having to stare. The young man took Brams' hand and stood himself up. Revelation after revelation was being noticed about him as both Bram and Erebos took note of a few more oddities. He had pink polish on his fingernails, he had an Obelisk blue uniform tied around his waist like a belt, and there was some form of strange sticky residue that had been coating his hand…

"That's right we do!" Bram quickly agreed in a vein attempt to remove them from the conversation. Erebos had just about forgotten his need to duel in just watching the strange student ahead of them. "I am really sorry but we are already running way late for our duels."

"Well ya can't walk away from me with-outta introduction. The name's Billy Jo Doyle. You probably recognize it from tha regional championship a few years back."

Bram and Erebos shook their heads in unison; it was odd they'd have not remembered the name of a regional champ in the area. It was also surprising… no SHOCKING was a more appropriate word, that a champion would be dressed so… terrible.

"Umm, sorry but it doesn't ring a bell." Erebos shook his head but the comment just earned a laugh from Billy who slapped them both on the back, leaving a slightly translucent mark in the shape of his open palm.

"Aww dun be such kidders, ya know what. I think ya guys er alright and I'd be willin ta make ya a deal. If ya get in, yer welcome ta hang out with me." He nudged Erebos in the rib with his elbow and winked. "A lil mer reason ta get goin and get in."

Erebos slowly nodded his head, trying to come to grips with why he would want to spend time with such an individual. Bram was just disturbed and tried wiping the residue on his pant leg without attracting too much notice.

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Kemah spoke so fast in her native tongue that it was difficult for those around her to understand what exactly she had said. She was hopping up and down much to the delight of the boys, with her cell phone pressed against her ear as she told her family the great news about her duel, and her being accepted into Duel Academy. She finished talking and then hung up the phone. She looked around at all those who were staring. At first she just stared back but then her gaze traveled to the two stragglers who came walking down towards the arena area. One did not look so bad but the other appeared to have come from…what was that term? The opposite track side? Oh she could never get use to American slang. She was going to stay and watch but quickly a female proctor started to usher her off to the changing room so that she could receive and put on her new blazer. As Kemah left she made one last glance over her shoulder to notice the woman shooing the boys away as the late arrivals stepped into the arena.

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Loraido stood up as he swaggered his way towards one of the exits of the main dueling arena. All those who had been sitting in the eight adjacent seats stood up to quickly rush after him. "Hey Loraido don't you want to see how the two late arrivals do?" One flunky inquired pointing behind him at the duel they were leaving behind.

Loraido didn't bother to turn around and just kept walking as he talked. "I've got better things to do than waste my time on late arrivals. I've got cards to collect, potential team mates to bribe, and oh ya, I want you to find all the data you can on that Hawaiian girl." The guys all looked at one another and then back at Loraido whom it seemed had a sixth sense for knowing his comment had made them all stop in their tracks. Spinning around quickly he formed his hand into a fist and yelled at them, "Did you not hear me?!"

"Uh ya boss!" They all clamored, bumping into one another as they scrambled. Fumbling over one another and eventually dashed off in various directions. Loraido left with a satisfied smile on his face as he lowered his hand back into his pocket and began back along the hallway. "I always know what I like and I always get it, no matter the cost."

"I hate ta disappoint ya Loraido ol buddy, but ya know she's gonna be lookin' at me and not you."

Loraido felt his spine go rigid at the familiar voice behind him. Oh not now, and of all things for that slack jawed yokel to have heard was Loraido wanting to get the goods on a new female student. He just let a confident laugh cover over the animosity he felt.

"Look Billy, girls don't want to date a guy who considers romance to be gutting some fish and ordering a pizza. They want a guy that can wine and dine them, treating them like a princess."

"Hey lookie here now. It's mer than about havin money. I've got a natural animal attraction ya know. They jus can't help but swoon at the sight of me." Billy countered while sticking his chin out proudly and doing his best 'pose', that involved putting a hand on his hip as the other lifted up beside his face so he could examine his nails.

"Fainting out of terror isn't the same as swooning you know." Loraido said through gritted teeth, still trying to walk away without making to much eye contact. But before he could make it very far, Billy had put an arm around his shoulder giving it a tight squeeze.

"Ah, yer always so funny. You know that?"

The resounding yell of aggravation from Loraido echoed through the halls and out into the parking lot…

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In the mezzanine of the auditorium one remaining pair of Obelisk blue students watched the goings on, and had been for most of the morning. Orin had pulled a chair over to sit and lean over the railing while Thor just stood with his hands in his pockets. They had removed their arm bands and now looked no different than the other students.

"So, you think these two have a chance?" Orin said with a small grin on his face, speaking only to his friend and ignoring the ambient noise made from the rest of the audience who seemed a bit displeased at having to sit through another round of qualification matches.

"The one in the shorts looks like he isn't even awake, or in the appropriate place, or even looks up to dueling. At this rate I'd pair him as someone that'd hang around with Billy. Frankly if he does make it I can already tell you I'm not going to like him much."

Orin let out a soft sigh and shook his head. "Man that's just like you, cut to the quick and never leave any room for second thoughts. But you can't be so quick to prejudge. You know you can't tell everything by outward appearances, sometimes even the most boring covered books can be home to some of the greatest stories."

"Oh don't go getting poetic on me now. Let me put it to you this way then. Would YOU want him on your team?" Orins' silence was answer enough for Thor who just smiled triumphantly at his statement before popping his neck and then settling down into a chair. "You also have to remember, not many are as good at concealing things as you are."

"I can't help it." Orin said smiling at the compliment but then turned back and looked at both candidates. He was now looking at them with a truly critical expression. "But I do have to agree he looks like a total mess. We can just watch his friend if need be."

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Bram slowly stepped out onto the slick surface of the duel arena, lifting his gaze skyward he noticed all the other students. The crowd was an assorted rainbow of red, blue, and yellow, with only the occasional exception. He took a slow breath, letting it out he then looked behind him. Erebos was taking his place at the opposite duel arena facing his own proctor, he seemed to fail to notice how close both of them were to each other.

"Applicant Bram Swaile, activate your duel disk." The proctors voice drew Brams attention from his surroundings and back down to earth and the field ahead of him.

"Yes sir." Bram wanted to be respectful as he pressed the ignition button on his duel disk, sliding his deck into place as it held with a 'click'. He kept his face even and hid the worry in his mind.

Ok. I need to remember, take him out quick and make it painless.

"You did well on your written exam but there is a difference in writing an answer and remembering to perform it." The proctor smiled at Bram with curiosity. It was always entertaining to see each of the applicants decks, he was going to be ready.

"Duel on!" Both declared as they drew their fifth card.

Proctor: 4000
Bram: 4000