Hey there, Reader!

Here is my AU of how the P3: FES story would have turned out if the cast failed their objective. In short, the new OC cast are picking up the pace years later and trying to fix what their predecessors failed to accomplish. How? Keep reading and find out!

This is a story working in progress, so there are a number of things that can be done to improve this fanfiction as a whole.

If you have any ideas how to improve this work, type your thoughts in the review box below.

Disclaimer: the following is fanfiction work. The SMT series and Persona Franchise belong to ATLUS. All OC are of my own creation. Please support the official release.

Chapter 1

Another Day

Cross-transit station: 11:55 PM

It was a cold night, and the clock ticked away the last normal night the city would see for a long time.

Passengers young and old, rich and poor stepped off the last underground bullet train of the day. Every man, woman, and child scattered east and west into the exit tunnels. No one complained about the stagnant air or the weathered ceiling of the station, everyone was rushing home.

"Now entering Colossus," a voice boomed through an overhead speaker. "Local time is 11:55 PM. Please be sure to bring all your belongings and move behind the yellow line."

Among the masses, there was a boy much like those around him. He had a firm physical build, but was easily dwarfed by the many people around him. His eyes were an electric blue and his hair a peculiar mop of white streaks in a sea of black. The boy's hair was naturally silken, which needed to be slicked back for him to see clearly.

He wore a dark biker's hoodie, jeans, and steel-tipped boots. A small duffel bag was slung over his shoulder. The boy had all his belongings in the duffel, or at least all that he cared to bring with him. He had to sell most of his belongings to pay for the travel expenses. He didn't mind: he didn't suffer from acute materialism like most of his peers.

He also had headphones cupped over his ears to block the chatter of the passing civilians, but he had no music playing at the moment. The headphones were connected to a cell phone tucked into his left pocket. The device was not in use. A call was coming and he needed to concentrate.

The boy checked a nearby directory, a paper map propped behind a glass barrier with a number of neon lights illuminating its contents. He wanted to go east, so he needed to travel right. Or was it left? There was no clear direction to the directory besides an itinerary of the subway's path along a single underground channel. If he didn't make his stop, then he would have to find another place for lodging. The boy had no money to stop for a hotel, so he needed to find his destination before two o'clock tonight. He checked his cell phone for the time. It read 11:55 PM.

Almost midnight, he thought.

The boy headed west and began to search for a stairway to the surface. By the time he had found it, the cell phone in his pocket bleeped. He checked the time again. 12:00 AM.

At the same time, his cell phone rang. An unknown caller was calling him. The boy pressed the answer button on his phone. A faint voice came from the other end of the line.

"Is this Conan?" asked the caller.

Conan stepped onto the street above. He was welcomed with a fresh burst of night air and an empty street free. Closed shops and twinkling stoplights were the only signs of commerce existing in this place. Conan took one last glance of the area before finding the street he wanted to cross.

"Yeah," he said in a deep voice. "Who is this?"

"I'm your handler," said the voice. "Can I pick you up now?"

"I'm out, but I don't see you."

"I'm running a bit late. Can you hold up for a minute?"

"Sure," he replied. The line was cut, so Conan hung up as well.

Conan nonchalantly jaywalked across the street. No cars were present to honk at him or run him over. He glanced around for any vehicle waiting for him. As far as he could see, he was the only person in sight. Not a single vehicle or pedestrian was in the street.

Shouldn't the city be full of nightlife? Conan asked himself.

Conan glanced around. Aside from the streetlights all around him, the only source of light was the moon. He glanced up at the waxen orb. The moon always gave Conan the creeps. Conan didn't know if it was because of its maddening effect on people or the fact that it was a hunk of rock floating above his planet. Its eerie glow always reminded him of a giant eyeball. Whatever the case, he wasn't keen on meeting its stare for too long.

"There you are," a soft, unmistakably young voice said.

Conan turned around. A child half his height was standing behind him. He had ashen hair and a striped shirt. The child wore long sleeves and trousers, which were scuffed at their edges and seemed to be one size too large for him. Conan almost felt sorry for the child's appearance, but he remembered that he was in the city now. Anything could happen if he wasn't careful.

"I've been looking for you," the child said.

"Can I help you?" asked Conan.

"Yes, could you tell me your name?"

Weird kid, he thought. "Conan."

"Are you new here?"

"You could say that. Shouldn't you be in bed now?"

The child shrugged. "I'm a night owl, so I won't sleep before midnight."

Conan glanced at him. "Just don't get yourself in trouble."

The child chuckled. He produced a pen and a booklet bound in hard leather. "Before you proceed," said the child, "my handler wants to acknowledge that you are familiar with the terms of your stay here. Please sign here."

Conan glanced at the booklet. Within was a small contract. A single line was allotted for his signature.

"Don't worry," said the child. "All the contract requires is that you accept the consequences of your actions. The usual stuff. Go ahead."

Conan glanced at the contract. He read the first few lines, which looked like the typical jargon found on all legal documents. Everything on paper only contained formal talk that specified nothing in particular. Was this some sort of scam? The contract looked real, but what could harm could it cause Conan? Then again, there was little they could do with his signature.

This kid must be with my handler, thought Conan.

That made more sense. Why else would some kid want a person's signature on a street? Cities were more prone to attracting crime and fraud, but fraud only occurred when money was involved. There really was no monetary reason that somebody would have this child find a person and ask for his signature. What could go wrong?

Conan signed his full name in the best handwriting he could. His penmanship wasn't much to brag about, but his name was legible all the same. Conan handed the booklet to the child. The latter smiled as he closed the booklet.

"No one can escape time," said the child. "It delivers us all to the same end. You can't plug your ears and cover your eyes."

Conan stared blankly at the child. "What are you talking about?"

The child gave an expression that hinted both glee and cunning. "And so it begins," he remarked.

A loud honk blared behind Conan. He turned around sharply to see a white scooter putting behind him. Its rider was a figure dressed in a tight Kevlar jumpsuit and a chrome biker's helmet with a visor. One of the figure's hands was on the handlebars of the scooter and the other clutching another helmet. Conan glanced back to see the child, but he was gone completely.

Weird kid, he thought.

"Are you Conan?" the rider asked. Apparently it was a woman in her mid to late thirties.

"Yeah," he replied. "Who are you?"

The rider removed her helmet. She had blonde hair tied in a duck's tail behind her head. Box glasses were perched above the high bridge of her nose. The rider also had blue eyes and an aura of grace and intimidation. Just by looking her in the eye, Conan almost felt inclined to run the other way.

"My name is Olivia R. Slade," she said. "I'm your handler for your stay in Colossus."

"You came on a scooter?" Conan asked.

"More efficient than a hover car," Slade replied. "Gas companies these days just rip people off." She pointed to a metal apparatus installed onto a portion of the scooter behind her. Elastic cables were tied to the apparatus' sides. "There's a rack and bungee cords for your luggage. That's why I asked you to pack light."

Conan checked the scooter's seat. "There's only room for two people here."

"Yes, what's the problem?"

"What about the kid from earlier?"

"What kid?" asked Slade. She looked genuinely confused.

"The one I was with earlier. Striped clothes and everything."

"You were by yourself just now."

"That kid. The one with the contract?"

Slade glanced at Conan. "I really have no idea what you're talking about."

Conan stopped dead in his tracks. Didn't she see the child in front of him just a moment ago? Where did he go anyway? There was no way that somebody could magically disappear in less than one second on an open street.

You're getting tired, Conan thought to himself.

"Let's get you home," said Slade.

Without further argument, Conan strapped his duffel bag onto a rack installed to the back of the scooter. He then hopped behind Slade and wrapped his arms around her waist. Surprisingly enough, her core was almost as firm as the handlebars of the scooter.

"Have you ridden on the back of a scooter before?" Slade asked.

"My folks used to get me around like this," Conan replied.

Slade slipped her helmet back on. She gave another helmet to Conan. He put it on without question.

"Ready," he said.

Without another word, Slade revved her engine and the two of them sped off into the night.

CM Academy West side, outside: 12:15 AM

Even at night, the infamous CM Academy was something to marvel at.

The academy was formerly a castle belonging to a monarch of olden days, but now it was a facility for educational purposes. All its external buildings were built after the initial establishment of the main building, but all the structures were architecturally similar. Stone walls and high towers seemed to emit a glowing hue into the night sky. Even when Conan was two blocks away, he could see the outline of the academy very clearly in the dark environment. It did not look like a pleasant place to live in.

Slade stopped the scooter just in front of the school. An ominous flight of stone steps greeted the two of them as they slowed to a halt. She turned off the engine and jingled the vehicle's keys between her fingers. "Could you come with me?" she asked.

Conan removed his helmet and begun undoing the bungee cords tied to his duffel. "I'm ready," he replied. He then slung the duffel over his shoulder and began climbing the stairs.

Slade and Conan strolled in through the two glass doors of the entrance. They crossed a front lobby with a tiled granite floor and called an elevator to a higher level of the academy.

"I don't suppose you finished the student agenda on your way here, did you?" asked Slade.

"'CM Academy is an institute for educating the youth of tomorrow's industries and services,'" Conan quoted. "'The campus covers five acres with the main building alone and extends its campus with its sports fields.' We're entering one of four campuses designated for student housing."

Slade smiled. "Glad to hear. And you are familiar with our rules?"

"All sixty-three of them," Conan replied. "I had a lot of time for reading on the ride here."

The elevator arrived and the two passengers stepped on. Slade pressed a button on a touchscreen dial to her right. The elevator doors then closed and the two of them were ascending.

"Just tell me if I'm being too naggy, alright?" asked Slade.

"Why would you say that?"

Slade shrugged to herself. "Some of my students say I'm too pesky around them. Some called me 'mom' just to joke around."

"Are you a mom?"

Slade shook her head. "Well, I'm married, but my husband and I aren't going there yet."

Conan nodded respectfully. "I'm sorry to hear that."

"Aren't you polite?" Slade mused. "You must be popular with the ladies at home, aren't you?"

"This is my home now, remember? There's nowhere else to go back to."

Slade's bubble of amusement popped. "Right," she replied as she regained her composure.

The remainder of the ride was spent in silence. The elevator doors opened and another student was standing before the doors. She had platinum blonde hair draped over half her face and a CM Academy uniform hastily thrown on. The student wore a dress shirt half-buttoned and a skirt hastily clipped around her waist. Her expression shifted from immediate surprise to extreme caution when she saw Conan.

The student reached for something at her thigh. Conan caught a quick glimpse of a revolver sheathed in a holster.

"Miss Paramour!" Slade exclaimed.

The girl paused. Her hand stopped halfway between her hip and the revolver.

"What are you doing out after curfew?" Slade demanded.

Paramour glanced to the side out of embarrassment. "I couldn't sleep, ma'am," she replied in a timid voice.

"Get back to your room immediately, young lady."

"Yes, ma'am," Paramour replied hastily.

She began to turn around and head down the hall behind her. "Wait," said Slade.

Paramour paused in her steps. The student cringed at the sound of Slade's voice. Conan saw her hand tempting to reach back for the revolver at her side.

"I want you to show our new student to his room," Slade commanded.

The student turned around. "Who is he, ma'am?"

Slade directed the student's attention to Conan. "His name is Conan Walker. He'll be staying with us for the next year as a student."

"With all due respect, ma'am," said Paramour, "I thought this was a single-ed dorm."

"West Side is customarily all female," Slade replied, "but a new policy is being implemented. West Side will become a co-ed dorm and will house rising juniors from now on."

The student paused. She didn't seem to like the thought of that.

What's her problem? Conan thought.

Slade turned her attention to her new student. "Conan," she said. "This is Lucy Paramour. She is a rising junior like you. You two will be living in the same dorm from now on."

"Hi," said Conan. He waved slightly.

Paramour, or rather Lucy, did not return the motion immediately. "Hello," she replied after a moment's hesitation.

"Conan will be living in room 4-D," said Slade. "Can you send him there, Miss Paramour?"

"Yes, ma'am," Lucy replied grudgingly. Slade saw to it that the two students walked side by side and down the hall. After thirty seconds of uncomfortable walking, Conan's handler re-entered the elevator and left the floor.

Lucy heard the elevator doors closing and glanced behind her. Conan heard a tremendous sigh come out of her mouth. "Sorry about that," she remarked. "What was your name again?"

"Conan," said the new student. "Do you have something against Mrs. Slade?"

"She just gives me the chills. Don't worry about it."

Despite his just meeting her, Conan could tell that Lucy had something troubling her. He felt the inherent need to ask about that discomfort, but now was not the time.

You're not here to make friends, Conan thought to himself. Play along and get through the year.

The two walked farther down the hall and took a right turn. After a minute of additional walking, they stopped near a door at the end of the hall.

"Room 4-D," Lucy commented. "Do you have luggage other than your duffel?"

Conan shook his head. "I was required to only bring personal belongings that didn't weigh more than ten kilograms," he said while holding up the duffel.

Lucy opened the door and revealed the room. She flipped on a light near the entrance of the room. Inside the space was a bed installed into the wall, a metal wardrobe opposite of the bed, and a matching set of a wooden desk and revolving chair at the center of the room. A sink with a bathroom mirror was adjacent to the desk. There were no windows in the room: only cinderblock walls painted white. The room resembled a prison cell.

"Fun place," Conan remarked.

"A fresh uniform will be hung from your door in the morning. You'll wear that to CM Academy and for every weekday onwards. Do you have any questions?"

Conan glanced at Lucy. For someone who couldn't sleep well and had an unkempt appearance, she seemed to know more than he did. Did she know about the child from earlier? "Are students required to sign a contract before entering the school?" he asked.

"Contract?" Lucy asked. "Like a release form or medical records?"

"No, like a student confidentiality contract."

Lucy shook her head. "Not to my knowledge."

Conan glanced at her for a moment. He only noticed then that Paramour had electric blue eyes like he did. They were almost begging to pierce through his skull and see what was going on his head. Conan shuddered from looking at her.

Given that she almost drew a gun, there was a chance that she was authorized to shoot it. Certain CM Academy students were authorized to carry firearms while on campus. Whether it was sport or security, no one was to cross these particular students. Conan was familiar with guns, but not enough to make him unafraid of their users.

Better act confident then. "Never mind," he remarked with a shrug. "See you in the morning."

Lucy quietly shut the door as he entered the room.

Conan immediately dumped the duffel bag onto the floor. He whipped off his hoodie and hung it on a chair. Conan only wore a gritty undershirt and a pair of jeans, but he was too tired to feel any draft blowing into the room.

The boy took a quick look at himself in front of his personal mirror. He might have looked like a regular guy, were it not for a certain thing branded to him. A circular mark was left in the dead center of his chest and right over his heart. The mark was the size of his own fist and had small veins discoloring certain patches of skin across his torso.

Conan had no idea where the mark came from or when it first appeared. As far as he knew, he had the mark for as long as he could remember, dating back to when he was five years old. Whether it came from a past illness or a poor dealing with a street thug, he didn't know. In fact, he barely remembered anything about his life at the time.

He flicked off the lights and hopped into his own bed. As he lay in an unfamiliar place and in a cold bed, he had millions of questions swimming around in his head.

Why was he here? Who was that child? Who was Lucy? Why didn't Slade say anything about the contract? What was the contract? Why did Lucy try to pull a gun on him?

Conan clenched his head and pulled himself to sleep. Given how tired he really was, falling into slumber was easy enough.

Colossus Downtown, back alley: Twenty minutes earlier

Somewhere in the darkest night, there was the smallest flicker of low-life light.

Shady commerce was common in every city in the world. There was no reason the streets of Colossus wouldn't be populated by the same. In every corner and every alley, there were all varieties of crooks and slackers waiting for cash to scrounge. The thieves, the burglars, the murderers, and the slaves all roamed the night. Nowhere was free of any of the above.

In a certain alley in a public place, a ragtag gang of delinquents were drowning themselves in booze and mischief. Most were dressed in tattered jackets and hoodies, but each one was distinct through uniquely colored logos sprayed across their shirts and coats. The boys threw slander around their party and the girls threw insults and names back. Everyone was caught trash talking to their heart's content.

Among the few, a guy in a loose three-piece suit was getting tired. He checked his cell phone for the time. He cursed to himself.

"Gotta go," he said to the rest of the group. He downed the last of his beer before setting an empty can down.

"Stay!" everyone else pleaded.

The delinquent shook his head. "Got work tomorrow."

"You don't work," said one of the girls.

"Smuggling is work as long as it pays big bucks," he replied. He left before anyone could answer back.

The delinquent made a hurried strut out of the area and into the street. Despite the metropolitan setting around him, there were no cars to populate the street he was traveling along. Concrete buildings and asphalt streets lined the avenue that he was on. Aside from streetlights posted every five meters of the sidewalk, there was little to no light from the street.

He looked up. The moon was nearly full and shone an eerie white light down on the city of Colossus. He didn't know much about others, but he definitely loved nighttime. Just so long as nobody was going to roll him, he was going to be fine…

There was a pattering behind him. The sound almost resembled that of a dog running. He glanced around him. There was nobody behind him.

The delinquent feared little to nothing, but his lifestyle taught him otherwise. He reached for a knife sheathed in his belt. If there was somebody out there ready to mug him, he would be ready.

The delinquent kept walking down the street. He watched every corner and every dark area where a lurker might hide. He saw nothing, not even cars waiting for him. As far as he could tell, what he heard was purely from his imagination.

So why was he still so afraid?

A pattering of footsteps scrambled behind the delinquent. He turned to face what was coming for him. Again, he saw nothing. He now walked backwards to see if anything was following him from behind. He slowly paced from toe to heel with his knife ready in his hands. Nothing stirred and nothing appeared in front of him. If there was something out there, it wasn't coming.

"Who's there?" he demanded.

Silence greeting him first. A low groan followed soon after. The delinquent's heart skipped a beat. The groan came from behind him. He slowly turned his head to see what was coming for him. From the corners of his eyes, he saw a figure too grotesque to comprehend.

Before he could act, he tried to scream. He was too late. In one brief moment, the predator had bitten its meal and begun to feast.

No one heard the delinquent's cries for help until the morning came seven hours later. Every guttural noise and scream was drowned in pain and darkness until all of the victim's light was extinguished. Only in the morning that the people of Colossus knew one thing:

Tonight, a new species dominated the food chain of Colossus.

CM Academy West side, command room: 12:25 AM

Slade strolled into the command room with a stern look on her face. "How is he?" she asked.

A young man was sitting in a chair posted before a massive screen. A device with a single computer keyboard was what composed most of the space on the wall before the man. The screen showed a multitude of streams of footage from rooms within the West Side dorm. Each screen displayed a sleeping student of CM Academy within their respective rooms, except for two vacant rooms. Lucy Paramour just entered her own room and was proceeding to enter her bed. Conan was already sound asleep by the time Slade had checked the monitors.

The man had a firm stature even while sitting. He had brown hair long enough to fashion a mullet hairdo, but cut appropriately in front so he could see properly. A distinct line of facial hair dotted his chin and jaw line, but was shaved to be presentable to meet CM Academy standards. He normally wore some form of headgear to hold his front bangs up, but tonight he had his hair loosely hanging over his forehead. He was dressed in semi-formal attire: a button-up tee shirt and khaki trousers with polished leather shoes.

As Slade was walking in, the man was busy sipping a cup of coffee while observing Conan's room. He glanced at her with his dark brown eyes. "Fast asleep," he said.

"Anything unusual about him?" Slade asked.

"Not from what I can see," the man remarked. "You drove the scooter again, didn't you?"

Slade looked down at herself. She was still wearing the tight Kevlar jumpsuit. She didn't mind wearing the suit, even if it was hard to put on. However, Slade was wearing a regular business suit when she last saw him, but forgot to change back. Was she getting careless?

"Those things are less safe than hover cars," the man commented.

"Like a hovering vehicle is safer than a motorized bike?" Slade retorted.

"You know what I mean."

"Don't you also drive a motorcycle?"

The young man almost retorted, but then he held his tongue. "Guilty as charged," he said with a nod. "What were you able to gather?"

"He said he signed some contract before I picked him up, but that was about it."

The young man scoffed. "Maybe it's a false alarm."

"Maybe," said Slade. She tapped the man on the shoulder. "You have school tomorrow. Get some sleep."

The man nodded. "Senior year is something, huh?"

The two switched places. Now Slade was sitting and the man was standing. "Don't start complaining now, kid," she replied.

The young man shook his head playfully. "Who's complaining?" he said. "I look forward to shipping out after the year's done."

The handler nodded. "Anything detected outside the campus besides our students?" Slade asked.

"Nope," the man said. "It's strange sitting here and looking at these kids. What have they done to get our attention?"

Slade glanced at the multitude of students being filmed on camera at that moment. "They have what many don't: potential. At the very least, that makes them vulnerable to them."

The young man nodded solemnly. "If that's what it takes to keep the people safe, so be it."

He started to walk out of the room.

"Good night, Leon," she said.

Leon turned around and smiled at Slade. "Good night, Mrs. Slade," he replied.