Disclaimer: I do not own Pokemon. I DO, however, own Project Pokemorph, Project Number Fifty Four, Xenobia Darche`, ALL Masked Battlers, and the Masked Battling Commission (Only their personas. Example, I own the Masked Battlers Envy and Lust, but not who they really are.)

Author's Note: Yeeee.

Project Fifty Four

Prologue

As I lay, soaking wet upon the sands, I watch as the sun slowly makes its way across the sky, kissing my metal cheeks with it's life-giving rays. I've done it. I've succeeded where so many had died trying. All of those people who died in that underwater facility... all those innocent souls who lost their lives to Team Rocket's insatiable urge for cruelty... they now stand avenged as the facility itself is swallowed by the depths of the ocean blue, and more importantly... someone survived the horror to spread the lies of Team Rocket to the surface world... I had survived. I slowly close my eyes and relive the last moments beneath the waves... the moments that lead me here.

-The Choice-

"Fifty Four... you know not what you do. We are your friends... your family, and yet you strive to destroy us?" The large Garchomp Pokemorph, who had at one point been the head researcher of the facility, growled, spreading his arms a bit, stretching for what he perceived to be the battle to come. "Why would you murder your own father..."

"You're not my father!" I shouted, growling through my clenched teeth. "You're just a sick monster who wanted to play God!" The once-man shook his head, making a condescending clicking sound with his tongue.

"My dear... sweet daughter." He took a few steps forwards. "When you remember who you are... when your memory returns...? You'll know exactly what I speak of. This project is as much your child as it is mine."

"STOP IT! I am nothing like you! I don't experiment on people as I see fit! You're a monster! I'll make you pay! You're a monster, and you'll DIE like one!"

"Big words from a tiny girl. Do you have what it takes to kill me, Fifty Four? Do you?"

"I do. I'll tear your head from your shoulders and play basketball with your stupid looking skull."

"Before we do battle... I have a proposition for you." From the table, he produced two objects. The first was a slide card of some kind, and the second was a small disk. He placed both objects upon the table between us. "You may have your choice of either of these objects. The key on your right is the key to that elevator behind me. You may take the key, we will fight... you will kill me... and you will return to the surface world. The disk on your left... is your life. Your lost file you have wished for for so long. You may take your file... read who you are... and you and I will pretend this never happened." My eyes hardened at his cold choice, my right hand acting before I could think. Snatching the key from the table I gripped it tight in a hand. He gave a great... almost depressed sigh. "Is that your choice, girl?"

"It is. I would rather spend a hundred lifetimes never knowing who I am... then spend one knowing... and have to spend it with you."

"Very well."

I remember little of the fight... each second flaring by in a flurry of red steel and blue scales. The Garchomp Pokemorph... once a human, just like me, was consumed by his lust for scientific progress... so consumed his own soul left his body. It ended a little too quickly for my taste, my claws finding their way into his throat, the slight hitch in his movement allowing me wrap fingers around his spine.

"Well... played..." The man stammered out, his warm blood running freely over my arm as I pulled, tearing his head from his shoulders and, just as promised, tossed his head like a basketball into the nearby trashcan. Looking down at the card in my hand, I remembered all the people who had to die to bring me here... many of them people in my own predicament. I can't let their sacrifices be in vein. Walking to the nearby console, I stared at the screen. On the LCD monitor was what appeared to be perimeters for some kind of operations system. Two words told me all it needed to. 'Core Temperature'. This was the control console for the facility's power generator. Some of the numbers and words on the screen made as much sense as the reasonings behind the facility's construction, but one did stand out. One option was 'cooling cycle', a second being 'output percentage'. If I could just...

With hands flying over keys, I selected the cooling cycle option and deleted the number associated with it, typing in some ridiculously long number... fifteen or twenty hours, I couldn't remember which. Amber eyes following the blinking cursor, I selected output percentage, the little number sitting at sixty eight percent. With a single 1, and ffiteen zeros attached, I set the output percentage to one quadrillion percent... no doubt that would cause the power generator to overload and, hopefully explode. Hopefully it would give me enough time to escape before it detonates.

An alarm drew my attention back to the console, a little characture drawing of a man in a black suit, like so many I had killed on the floors below, appeared on the screen, waggling his finger condescendingly at me. "Uh uh uh. You didn't say the magic word. Uh uh uh. You didn't say the magic word. Uh uh uh..." The little digitized voice continued to taunt. Snarling like a feral cat, I slashed the console with my claws, the message finally received.

"Warning. Reactor temperature rising. Core Temperature at unsafe levels. Evacuate." I nodded. My work was done. With a quickness to my step, I went to the elevator and slid my card, the door opening with a cheery ding. Feeling victorious, I slid the card once more on the inside of the elevator and started for the surface.

-Now-

I return to now, the sun still warm upon my face as the dull sounds of what appear to be people meet my ears. Something shifts outside my vision, the long, beautiful body of a Milotic coiling around me. As I get awkwardly to a knee, a beautiful visage meets my eyes, calm, vibrant and engulfing ruby eyes with long, flowing red tails off it's head.

'You are awake... I am glad.' A voice speaks to me, the sight of the Milotic soothing the feelings of hatred I had stirred within myself with my flashback. 'For a time... it did not appear as though you would awake.'

"Are... you...?"

'Yes.' The Milotic seemed to nod at me, closing it's deep eyes and putting it's head on the sand. 'I have watched as you slept, mindful of the hate in your heart... righteous hate... but hate for your fellows nontheless. You do not see them... but beyond the veil I have set up for you... the love and kindness my body will show you... there is but still more hate for you to challenge and overcome. Your kind... they are not smiled upon in the human world. Depraved, desperate trainers resorting to an act so heinous, even the thought of it is banned. I will not lie to you girl. Your suffering has only begun.'

"Great..." I muttered, standing. Sensing something inside me I clearly did not, the Milotic's head moved towards me, nuzzling me like a mother kissing her child.

'Do not worry, my beautiful girl. You will find the one for you. Seek out the one who will judge you by the content of your soul; not the content of your body. It is through her that your real journey may begin. I am loathe to do this but... I must return to the sea. I have gone this long night without the feel of water upon my skin, and I feel I may wither and die at a moment's notice. Know you are as strong on the inside as you are on the outside... and more beautiful on the inside then you know...'

"You... risked your life for me?" The Milotic gave a harmonic call in response, and though I couldn't understand it, I knew what it meant. Smiling and hugging the beautiful face, I showed my respect. "Thank you. You didn't have to."

'I know. I did so you know that you can be loved.' Her massive, beautiful body coiled tighter around me, leaping with a massive jump into the air, her body splashing into the water, spraying me with salt water innocently. I turned around after watching the Milotic leave, only to come face-to-face with a phalanx of gobsmacked on-lookers. My amber eyes bounced between a good chunk of the people, a few looked as if they were enjoying a day at the beach, while more then one had a reporter feel to them.

"...The Milotic left, ladies and gentlemen and left... something in it's wake... what..." A woman in a suit spoke into a microphone in her hand. An elderly gentlemen walked slowly through the crowd, towards me. Instinct kicked in and I took a step back, the wings on my back springing open to increase my shillohette, make me look a little more intimidating.

"There's no need to be scared, my dear. I'm a friend."

"The... thing... left behind seems to be human but... covered in a red shell... the wings on it's back seem to indicate traces of... Pokemon DNA? Professor Rowan, what do you make of it?"

"First and foremost, Jianna, 'it' happens to be female." The elderly man, a 'professor Rowan' slowly took his lab coat off and handed it to me. "Here you are, my dear. No sense in you being naked, now is there?" I looked down, my red shell still what humans might call 'naked'. My carapace did nothing to hide my feminine features. Supple breasts and gentle curves with a gentle face framed with sapphire blue hair was what the people saw and what the cameras recorded. I took one look at the labcoat and remembered those men and women who wore it while experimenting on me. Claws beared, I hissed loudly at the professor, taking another step back.

"Stay away from me!" I hissed, trying to keep the man away from me. "I'm not going to let another one of you sick freaks experiment on me or anyone else ever again!" The professor slowly hung his coat over his arm, his bushy eyebrow quirking up.

"Experiment on you? My dear girl no one's going to experiment on you." He stood his ground, being very mindful of his body language. "My name is Professor Rowan, Sandgem Town's resident Pokemon Researcher."

"Sandgem Town? Sinnoh..." I muttered, looking around at the beach I was standing on. There's a beach just south of Sandgem Town... it made sense. Queer... I could remember locations and topography, but my own history was lost to me... was this intentional, or some unforeseen side effect?

"Yes, yes that's right. You're in the Sinnoh area. Do you have a name, my dear girl."

"You're... not with Team Rocket?"

"Team Rocket? My dear, Team Rocket died years ago in Kanto. They've not been around for... oh my... six... seven years. The last cell of them died out..."

"Yesterday. By my hand!" I responded, looking gently over my shoulder, one eye still on the crowd. The professor stroked his chin, deep in thought as he looked at me.

"You're... a Pokemorph... are you not?"

"You know about me?"

"Only what my friend in Floraroma Town tells me about them. She studies them for a living, and occasionally graces me with her newest discoveries. She'll be most interested in hearing about this. A Pokemorph that's taken the aspects of an evolved Pokemon..."

"No." I growled, flexing my fingers, ready to strike at will. "They'll be no 'studies'... no discoveries. I'm not gonna let anyone use me in any capacity ever again."

"Of course, dear, of course. I misspoke, please forgive me." Softening my stance, I nodded. The man seemed likable of sorts. The reporter woman sidled up to Professor Rowan and stuck a microphone in his face.

"What can you make of this thing, Professor."

"As I said, Jianna. 'It' happens to be a girl. She's frightened, and you asking questions is not helping. From what I can get, she's a Pokemorph..."

"Pokemorph? Pokemon/Human hybreds?"

"Not quite so feral as that... but yes." And that's when things went downhill.

"FREAK!" One of the people in the crowd shouted, an aluminum can pelting me on the head, bouncing off.

"Hey!" I shouted, raising a hand to deflect antoher assault, which came in the form of a beach umbrella hurled at me like a javelin. I managed to sidestep it in time to avoid getting skewered. "Shove off you ungrateful cretins!" I growled as a rock landed at my feet.

"Good people of Sinnoh! She is not to be feared!" Rowan tried to talk some sense into the crowd, but they were whipped too much into a frenzy to hear him. I batted and swatted at pieces of debris and junk that were thrown my way, growling and hissing at each and every person in the crowd. It wasn't long before 'throwing things' evolved into a full out melee. I was overcome by a horde of people within seconds, their punches and kicks, while fairly ineffective, did stagger me to the ground, locking me in a state where I was unable to move. I could hear Professor Rowan's calls to the crowd to stop but... they didn't. They just kept pounding and pounding. I figured, they'd eventually crack my carapace, where they'd do real damage. What a fate. Survive hell, only to die in heaven.

"Sha'pedo! Surf!" Came a commandingly powerful voice from far away, a wave of water washing over me with a powerful current, several bodies tumbling over me as they were carried away by the water. I found myself spitting up sand and water as I pushed myself from the beach. Out of the corner of my eyes, I watched a pair of ivory legs walk over the soaked sand and toppled people, a slender, gentle hand reaching down to help the elderly Professor to his feet. "Terribly sorry abou' tha', Professor. I simply had to clear the rabble." The voice, a woman, spoke with a very distinctive southern-belle like accent, her words practiced and kind. I watched Rowan take the girl's hand and stand, shaking himself off, soaked to the bone from the attack.

"Mmm, nonsense my dear. I appreciate you bringing order to this madness. See to the girl over there... the one with blue hair and red skin. She seemed to be the one who somehow earned the crowd's ire. I was still coughing up sand and spitting out water as the ivory legs started to walk towards me.

"My my... what have we hea'?" Five pristine fingers appearing in my vision. "Come now, dea'. Take ma' hand and stand up." I slowly reached up with a clawed hand and took the girl's, her grip surprisingly powerful in my own. She hoisted me to my feet, my eyes tracking the girl as I stood.

Long, thin, beautiful ivory legs rolled up to sultry hips covered in a eloquently designed black lace bikini bottom... merging into an attractive, tone stomach of pure alabastor, which dissolved into a pair of round, beautiful breasts, a matching black lace bikini top keeping them both in check, and prominent; which turned into two powerful, but elegant shoulders, each sporting a thin arm, all of which ended with a thin neck, supporting a cute, young, but powerful face, two ember-colored eyes set gently inside, her long purple hair flowing down her back. Atop her head sat a expertly tailored lace hat, similar to a maid's crown.

"Thea'. Isn't that much better, dahling?" I gave a little nod as I tried to take her all in. "My aren't you a pretty one?" With my hand still in hers, she looked at the claws on my hands that had been the undoing of countless people, and smiled. "Such pretty nails. Who does ya' nails, dea'?" It was about this time the reporter and her cameraman recovered.

"Lady Xenobia!" The reporter stifled, barely able to get any words out. "It's... the mayor of Veilstone City, the Black Belle Baroness herself!" I watched as this ivory model, this 'Xenobia', twirled a lace parasol in one hand, six little Ultraballs hanging off the struts. Leaping over several fallen civilians and coming to a rest next to the ivory woman was a blue shark-like pokemon, towering a bit taller then she was. The woman smiled and released my hand, stroking the shark-like pokemon gently.

"Oh, I haven't forgotten about you, Sha'pedo, dea'." Despite the Pokemon's size and numbers of teeth, it smiled at the attention, cooing gently. I... recognize this Pokemon as a Sharpedo. Reaching up, she detached one of the Ultraballs. "Time ta' go back, dea'. Looks like ma' beach day was ruined. But don't you worry, Sha'pedo, dahling. We'll have anotha' chance to go swimming." The Sharpedo cooed once more as a beam from the Ultraball recalled it back within, the girl re-attaching the Ultraball to the parasol, spinning it about after she finished. "Oh! My, I have been most rude! I do apologize dea', do you have a name?"

"F-" I started, looking down, trying to think if I trusted this girl or not. I mean... she DID just save me.

"Don' be scared, dea'. You can tell me anythin'." I looked up locking amber with sapphire, and spoke.

"Fifty Four." The girl recoiled a bit, blinking a few times before she responded.

"Fifty Four? No' much of a name ya' got thea' dahling."

"Yea well... my first few minutes in life were... interesting." Xenobia smiled and nodded.

"Baroness, why are you talking to that thing?" The report asked as she mustered the strength to approach. Xenobia turned to the girl, her eyes flaring a little as their eyes met.

"Thing? THING?!" She barked, her southern-belle accent vanishing suddenly. "Now you listen to me you tiny excuse for a human being! She is not a 'thing'. She's a person! Just like you! Just like me! And just like every other slob on this BEACH!" Composing herself, she inhaled and continued in a much calmer tone. "An' until you admit tha' this girl is as good as you or I, you don' hold a candle ta' her." Her accent returned almost as fast as it vanished. "Now, all ya'll clea' out a here. Ya'll don' belong hea no more." The people who managed to pick themselves up, after having been thougholy destroyed by the first Surf, collected their scattered things and retreated. There came the sound of the man clearing his throat as he advanced, his visage hidden behind his beard.

"Mm, thank you for that save, M'lady." He bowed to the girl, who simply waved it off. Holding her hand out, the elderly man gave the back of her pearly hand a kiss.

"Nonsense, professor. Ah come all the way hea' for a nice, relaxin' swim, and ah get a group a' bahbarians ta greet me. Not very nice for a lady, is it?"

"No, no quite right, Mayor. Did you hear of the Milotic that beached itself here this early morning?"

"Ah heard tha'. Wha' happened ta her?"

"Up and left, I'm afraid. Left our friend here in her wake." Xenobia turned back to me and returned the courtesy Rowan extended to her to me, taking my red hand in hers and kissing it lightly.

"Well, it's a pleasua' to meet you, anyway, Fifty Four." I could feel the heat rising in my cheeks, hoping the sheen of my carapace hid the color beneath them.

"Well... thank you... my lady." The ivory-faced woman nodded, keeping her hand on mine.

"Professor, you don't mind if ah take Fifty Four hea' back to mah manor, do you? Clean her up a little bit?" Professor Rowan shook his jowel, slowly redressing in his labcoat.

"No, no of course not dear. I think it'll be good to get the girl into a less hostile environment. And maybe some clothes, hm?" Xenobia looked me over with a slight smile, and I found myself becoming very self-aware of my situation... body for the world to see.

"Yes... please. I would like that very much." The girl with the ghost-white skin simply gave a short laugh and nodded, gently pulling me towards the road which lead into the town proper. Waiting near a red-roofed building was a elegantly-decorated carriage, two regal Rapidash Pokemon harnessed to the front waiting patiently for their orders. Standing beside the carriage was a young woman with long flowing blond hair, a large sun bonnet upon her head to blot out the sun. Her black outfit was tight fitting, resembling something one might find at a maid cafe, her white petticoat just barely visible beneath the short black skirt. As she turns around, she recoils at the sight of me for a moment, but more out of shock of seeing Xenobia with someone else.

"Oh. Mistress. Back so soon? Did you enjoy your swim?" She bowed deeply at her waist, her hands folded neatly at her pelvis.

"Ahm afraid not, Jessyca. Seems ah had a sligh' bit of trouble with some a the locals. Ah would like ta go back home, if you don't mind, dea'."

"Of course, Mistress. Who's your friend, Mistress? Will she be joining us this afternoon?" Xenobia looked to me and smiled.

"She certainly will, dahlin'. Please, when we get back home, see to it mah friend hea' gets cleaned up an' dressed, would you?" The woman named Jessyca bowed again.

"Yes, Mistress. Perhaps she would also like something to eat?"

"Yes, tha's a fine idea, dea'. Are you hungry?" She looked at me, to which I answered with a slight nod. "Very good. Let us depart, Jessyca." She motioned me towards the carriage. "By the way, Jessyca, this hea' is Fifty Four. Fifty Four, this is Jessyca, my assistant." I bowed a little.

"It's a pleasure to meet you, miss." I muttered, Jessyca laughing a little.

"The pleasure's all mine, Mistress, honestly."

"You... don't have to call me 'Mistress'..."

"With all due respect, 'Fifty Four' is hardly a suitable name for anyone, let alone someone as striking as you." The blush still on my cheeks only deepened. Clambering into the carriage, my wings folded into the hard protector on my back, allowing me to sit properly. Xenobia climbed up right behind me, her long, beautiful legs finding their way in effortlessly, against my 'baby whale climbing into a boat' manner of boarding.

"Comfortable, Fifty Four?" Xenobia asked, smiling, my response coming in the form of a little nod. Holding one hand out, she made a formal introduction. "My name is Xenobia Darche`, Baroness of Veilstone City... at your service."

"It's a pleasure to meet you, Lady Darche`." I responded, lightly taking her hand in mine, giving a little tilt of my head. Xenobia tittered some, seeming rather thrilled to meet me. Strange... not twenty four hours ago, I used these hands to slaughter the people who made me... and now... I hold hands with a woman my own age, my thoughts occupied by the silk of her hands and the cream of her words.

"You look disturbed, dea'." Xenobia muttered, her smile fading gently to a frown. "Ahre you alrigh'?"

"Y-yes. Sorry just... thinking." She still wore a visage of concern as the two Rapidash teathered to the carriage began to trot off down a path.