A/N: This is another big story I had an idea for involving The Persona 3 cast following the events of Arena Ultimax. It's not going to be a humor based story like every other story I've done so far, so hopefully it doesn't suck. And if it does suck, hopefully it doesn't suck that bad… either way, just let me know anything in the reviews as usual. Good, Bad, Ugly, whatever you want.

Thanks for reading

Chapter 1:

The clock read 11:43 AM, as it usually did every time Tetsuzan checked his phone. He was in the usual spot with his crew, the electronics department of The Junes store in the city of Tatsumi Port Island. It was still pretty new, built only a few months ago. The manager was a cool dude, or rather, he was a complete pushover. All it took was a few measly threats from them and he let them use the store after hours for whatever they desired.

With that access, the place became a huge hotspot for teens and young adults to party. There was free food, tons of furniture to rest on, and anything else you could imagine. Whatever your desire, Junes had it. They say "Everyday's Great at Your Junes", but the nights were greater and tonight was no different. Tetsuzan was sitting on top of a large television, smoking a single cigarette as others were partying to loud rap music playing on one of the many CD players in the store.

"Tetsuzan!" a woman in a pink tanktop ran over to him and pulled the cigarette out of his mouth and gave him a kiss, "Come and dance with us!" she laughed at him, trying to pull him off the television.

"No," he chuckled, "I don't feel like dancing."

"God you are such a spoil-sport!" she continued to pull on him, "Just one dance!"

"Fine," he hopped down off of the television, "Just one! Then I'm going home."

"Leaving me so soon!" she faked crying, "The party is just getting started!"

"I didn't say that I was leaving alone," he smiled wryly as he gave her a little pat on the butt, her giving a slight hit on the chest from his perversion, "Alright! Do I have to show you how it's done boys and girls!" he swaggered over towards the crowd as his girlfriend was distracted.

The television he was sitting on had magically come on, and it wasn't on any channel she recognized. There was a good amount of static at first, which was odd since these televisions were far too new to have static on them, or at least she thought so. The television also had these weird lines all over them, it was an almost hypnotic pattern that drew her closer and closer to the television.

"Kanami!" Tetsuzan called over to her, "Quit watching television and get over…here…" he walked over to get her and was drawn into the same trance she was, "What's this channel? What the hell…" the rest of the crowd began to look around as one by one television switched on to the same channel as that one, everyone entrapped in its strangeness.

"What the hell is this?" one man said as he walked over to the television, attempting to change the channel, but every channel was the same.

"Haha," a girl looked around as she began to slowly back away from the electronic department, "Funny prank guys, now stop it! You know how much I hate horror movies! STOP!"

"We're not doing anything!" Tetsuzan yelled out, "I…I…" he stared at the television as it was seemed to bubble outwards, the screen looking as it were about to pop like a balloon. Just then, as the tension was at its height, a long black hand spewed from out of the screen and out poured a blob of black goo that collapsed onto the ground.

"W-What?!" the girl yelled out as she looked around as more blobs began dropping out from the television. Soon, they began to take a more solid form and large masks began to form on them as they crawled towards all of them.

"LET'S GET OUT OF HERE!" a guy cried as he pushed a couple of girls down and sprinted toward the exit. Soon, a mob of people began running out of the electronics department, being chased by monsters that endlessly poured from out of the television.

They ran for the front entrance, slamming into the doors as they realized that they were still locked. One of the men grabbed a nearby trashcan and slammed into into the door, shattering the glass as they all began to crawl out of the building as quickly as they could.

"Kanami!" Tetsuzan reached from outside the store to pull her out, but as she reached out a black hand grabbed her long brown hair and began to pull her back. She let out a blood curdling scream as the monster pulled her along the floor as the other monsters began to pile onto her.

"GOD! NO! NOOO!" she was screaming as loud as she could, "SOMEONE! PLEASE!" The goop began to overcome her entire body as she felt nothing but coldness and darkness engulf her entire form. As all hope seemed lost for her and death inevitable a large light poured into her as the gunk was parted from her. Over her stood a woman with long red hair, not much older than herself in a black latex suit, holding a large sword of sorts.

"Get out of her!" she yelled as she threw her away from those monsters and she scurried towards the opening in the door and towards the others.

"The civilians are all safe," Fukka said over the intercom, "There's none left in the store."

"Affirmative," Mitsuru replied as she sliced a couple more shadows to her left, "Shadow Operatives, move in!" she commanded as several people ran into the store from the various entrances and began to lay siege to all the shadows in sight.

"Batter up!" Jupei Iori yelled as he took a golf swing at one of the shadows, sending it flying upward as it was riddled from bullets on the upper level by Aigis who was hopping around shooting and stray shadows she could see.

"Sister!" Labrys, the newest member of the team, leapt towards Aigis as the two used their momentum to spin around killing most of the shadows on the second floor.

"Labrys, my sensors indicate there are several shadows in the food court on the roof," Aigis shot at a couple more shadows near them.

"On it," she ran towards the off escalator to the roof. Aigis turned her attention towards a couple more shadows, but before she could fire an arrow pierced both of their bodies and pinned them against a nearby wall before dissolving into nothing.

"Too slow Aigis," Yukari teased as she ran along and hopped onto the railing and began firing a volley of arrows below at the shadows.

"Ken? Where are you and Koromaru?" Mitsuru asked as she and Junpei were fighting off shadows in the main area of the first floor.

"We're right here!" he said as he and Koromaru burst from out of the clothing section on the other end of the first floor. Koromaru was tearing shadows apart left and right as Ken was stabbing shadows as far as he could reach with his spear.

"We've got them on the ropes!" Yukari said, "They're retreating back into the television world!"

"Not on my watch," Junpei aimed his bat like a throwing spear and threw it at the nearest television as hard as could. The bat flew almost flawlessly through the air as it eventually collided with the television, and was sucked inside.

"Uh…" Junpei looked around, "Were's the sporting goods sections… I kinda…"

"No shit Junpei," Yukari said as she shot and arrow near Junpei, killing a shadow that was just behind him.

"TRISMEGISTUS!" Junpei yelled as he pulled his Evoker out as fire a shot, summoning his Persona. Trismegistus flew out, slashing several shadows before they managed to escape. Next, it let out a large fiery blast that engulfed most of the electronics department, destroying all of the televisions, but setting the entire section ablaze.

"Mitsuru!" Junpei whined.

"ARTEMISIA!" Mitsuru summoned her persona as it flew out and quickly doused the fire out with a large blast of ice.

"Thanks!" Junpei said as he looked around for more shadows to fight, but there were none that he could see, "Fuuka, are we clear?"

"I can detect no more shadows in the immediate area," Fuuka said, "Good work team!"

"Indeed," Aigis jumped down to the ground floor with Labrys as Yukari was hurrying down the stairs.

"Wow," Yukari looked around in shock as she, along with the rest of the team, examined the damage that they had caused in their battle. The electronics department was completely burned to the ground and most of the stores were now a wreck with shelves and displays thrown about and broken. The main floor was also pretty bad. The large fountain in the middle was broken and water sprayed sideways all over the floor as Koromaru walked over and began to take a drink, thirsty from the immediate battle, "We really destroyed the store."

"I'll contact the usual people at The Kirijo Group, they'll pay for the damages to the store," Mitusuru looked around, "And as for the witnesses, we'll make up the usual cover up story of a gas leak that caused hallucinations."

"I detected several of them had various forms of drugs and alcohol in their system," Aigis said,"They will most likely assume that what they witnessed was some sort of side effect caused by those toxins inside of them."

"Since the Krijio Group is gonna cover the loses, I'm just gonna go over at grab a new bat really quick… if you don't mind," he looked at Mitusure for approval, but only received her usually icy glare, along with the same from everyone else, "What… I lost my bat! It's one bat! It's not stealing!"

"Mitsuru-san, may I speak with you for a moment?" Aigis walked over to Mitsuru as Junpei ran off towards the sports section of Junes.

"Yes Aigis?" Mitsuru said as the two began to walk away from the group to talk privately.

"This incident marks the fourth appearance of shadows outside of The Midnight Channel in the past three weeks," Aigis said, "Until now; there had been no recorded case of shadow incidents of this scale since the events of Inaba two years ago."

Two years ago, seemed like a lifetime to Mitsuru and the rest of them. A new world inside of the television, a new group of persona users, it was all so amazing. Over the course of a couple of days in that small town they had dealt with the experiments of The Kirijo Group, particularly Sho Minazuki. After all of that, life went on as usual and very few shadows showed up in the real world again until now. What had caused them to show up again, and why?

"Could this be the work of Sho or Hinokagatsuchi?" Aigis asked.

"Maybe, we haven't heard anything from Sho since he disappeared two years ago and from what we know Hinokagatsuchi is dead," Mitsuru paced around as she tried to think what caused the shadows to become so active again, "All I know for certain is that the intensity of the shadows has increased every time we have faced them these past two weeks and that there's no signs of stopping them…"

"What do you suggest we do?" Aigis asked.

"We continue to fight them, but we'll need more help," Mitsuru told Aigis.

"Should we contact Yu Narukami and those back in Inaba, perhaps they would like to join The Shadow Operatives."

"You can, but they have their own lives and I don't want to drag them into this against their own will," Mitsuru said, "I have several ideas, but for now we continue to do this on our own." Mitsuru and Aigis met up with the group again, Junpei giving a few practice swings with his bran new metal bat.

"Pretty nice?" Junpei said, "Huh? It was the most expensive one they had in stock.. that wasn't blown up."

"Let's move out," Mitsuru said.

"You mean everyone get in the helicopter while Junpei and Yukari walk home," Junpai groaned.

"I rode on a motorcycle here," Yukari said.

"Can I get a ride?" Junpei asked, "I can just hop on the back and hold on."

"In your dreams!" Yukari blushed.

"Dammit it, I seriously had to walk like 20 blocks to get here!" Junpai groaned, "Tell me I can at least take the chopper partway there."

"If you wanna hop off in the air," Ken laughed, "See you later Junpei, I'll come to your next game!" the group walked away as Junpei stood alone and defeated

"Damn…" he said, beginning the long walk home.

Outside the Shadow Ops boarded the stealth chopper as the waved goodbye to Yukari who sped off on her cycle and to Junpei who walked along carrying his new bat the opposite way. As the helicopter took off, Mitsuru contacted Fuuka who was back at base.

"Fuuka, we are heading back," Mitsuru said, "We'll be there in about five minutes."

"See you there," Fuuka said, "I got dinner waiting."

"She's making dinner again?" Ken asked as Mitsuru nodded, "Gross… I miss Shinji, he could cook."

"Fuuka tries very hard," Labrys said, "You should show some appreciation you brat."

"I'm not a brat, I'm 15 years old!" he said, "I'm basically a man!"

"Unfortunately, in the eyes of most of your peers and the Japanese government you are not," Aigis explained, "In the eyes of The Japanese Government you are not an adult until you are 20, in the eyes of most men and women, culture dictates you are not a man until you either kill an animal or sleep with a woman." Ken blushed as Koromaru let out a whimper at the suggestion of killing an animal.

"Aww, pup, he ain't gonna kill you," Labrys said as she picked up Koromaru and rested him on her lap. Soon, the chopper pulled into a small hanger located outside the city and flew into a long runway that ran under the island to what was known as The Shadow Operatives Base of Operations.

The main portion of the base was located under the Krijio Group headquarters in the city, a large skyscraper that stood in the near center of the city. The inside of the underground complex were several levels made of mostly glass and metal. The place had it all: a kitchen, a gym, several bedrooms where Ken and Fuuka stayed along with several other unused bedrooms that occasionally occupied by Mitusuru, Akihiko, Junpei, or Yukari. There was also a large lab at the bottom used by Aigis, Labrys, and various Krijio scientists who assisted The Shadow Ops and performed various research for the corporation.

The Shadow Ops themselves have remained almost the same since the events in Inaba. Mitsuru, Aigis, and Labrys had always been there. Ken had rejoined a few months later, mostly for the free housing and resources Mitsuru presented to him to stay on retainer while in school, Koromaru also by his side. Yukari and Junpei also were on retainer, but pursuing their own careers and education outside of the group. Akihiko was a wild card to be honest, constantly leaving on one adventure or another across the globe doing god knows what.

As the helicopter landed on the small area devoted for its storage, the group got out and were met by Fuuka and Kikuno Saikawa, Mitsuru's head maid.

"Mitsuru-san, I am pleased to see you are unharmed from your battle, I can have bath drawn for you when ready and…" she droned on.

"I have research to do," Mitsuru said as she handed her rapier to Kikuno and walked off to the elevator with Aigis and Labrys to head towards the bottom of the base.

"And I have dinner ready for you and Koromaru," Fuuka smiled, "A nice vegetarian stew for both of you!"

"I want meat!" Ken whined, "Akihiko says meat is important for a growing boy like me," Ken said, "I'm sick of vegetarian food!"

"Nonsense, it's so much easier to prepare than meat!" Fuuka said, "And a growing boy and dog need their veggie more than ever!" Fuuka defend, "Come on! Before it gets cold!"

"Uh…" Ken softly groaned.

Down in the lab, a few scientists were examining Labrys and Aigis to ensure that they received any damages that needed repairs. Mitsuru watched as the two robots were plugged into their chairs and put to sleep to recharge their batteries.

"Are they asleep?" Mitsuru looked over.

"Mitsuru-san," The scientist bowed, "They are asleep, no serious damages beyond the usual wear and tear," he softly chuckled, "…Did you need something."

"Yes," she looked around, "I need you to pull a file for me… number 1-0-9-9-7," she said.

"One zero niner niner seven?" his eyes widened, "Why would you need that file? The project was closed off several years ago after creating…"

"I know," she cut him off, "But, I need to consider all my options now that these shadows are back," Mitsuru walked off, "I'm going to examine the remaining artifacts." She walked over to a small round elevator in the wall and performed a quick retinal scan and finger print to confirm her identity as Mitsuru Krijio before entering. The elevator quickly sped down even further into the earth before arriving at its only floor.

The floor was very small; a dark blue light covered the entire room as she stepped out of the elevator. The room was extremely cold, basically a meat locker and the air was compressed to prevent any contamination of the objects in the room. Mitsuru walked all the way to the end of the room, to a tall metal safe that require another series of scans and codes to open. Mitsuru entered them one by one, eventually a small confirmation beep sounded as a small pop came from the safe and a small portion of it came out. Mitsuru slowly pulled the rectangular container from out of the safe as she was engulfed with a lighter blue glow. Inside, were the only remaining pieces that Kirijo had to their most powerful artifacts, Plume of Dusks.

These mysterious objects came from Nyx long ago when it impacted the earth before becoming what was now known as the moon. These artifacts were deep in the earth and only a handful had ever been found and went on to create The Anti-Shadow weapons such as Aigis and Labrys and were even implanted into Sho. In the case five of them laid on a large white cloth softer than a pillow. Mitsuru didn't even open the glass case they were behind, only staring at their beauty. Mitsuru quickly pushed the case back into its slot and left the room, heading back up to the base to head to another elevator to head up to her room located in the actual tower.

"Mitsuru-san," the scientist ran back up to her with a large file in his hand, "The file you requested."

"Thank you," she took it from him and headed to the elevator to the surface. As she walked towards it, she opened the file and quickly glanced through it, most of it various figures and equations and designs that had been drawn up. On the cover of the documents was a pure white paper with three single words on it.

The Seraph Project