Chapter 2:

Serenity spent her first night in Paradise City staring at the skyline from her bedroom window. She wanted to see the sunset, but all that she saw was a plethora of video billboards promoting the Leo Institute of Dueling. With a muffled thud, her head fell back into her pillow.

I want to go home, she thought. I don't care what the law says, I want to go home.


The sun reached through the window and awakened Serenity with only its presence. Before she could get out of bed, a woman burst through the door with a plate of food in her hands.

"Good morning, Little Wren!" the woman cried cheerfully. "Eat up, it's a big day today!"

"Ugh…what day is it again?" Serenity groaned as she rubbed her eyes.

"Why, it's your first day of school!" the woman answered.

"…crap," Serenity sighed. "Okay, I'll be ready in a couple minutes."

"All right, Little Wren!" the woman smiled.

Serenity stopped.

"Mrs. Blake?" Serenity said. "Please don't call me 'Little Wren' again."

Mrs. Blake's normally bubbly disposition became grave.

"I'm sorry," she said. "I didn't realize that it must be hard for you, hearing that nickname from me."

"Look, it's just…I'm not comfortable right now," Serenity sighed. "Just…just don't use that nickname, okay?"

"I understand," Mrs. Blake nodded. "I'll leave you alone while you eat. Miles will take you to school when you're done."

"Okay, thanks," Serenity nodded. She swallowed her first bite with a large gulp, followed by a drink of water. The more of her nerves that she could drown out, the better.


Moments later, Serenity arrived at a spiraling silver tower surrounded by holographic screens. While one would have assumed this school to be more prestigious than the Leo Institute of Dueling, Serenity noticed that fewer students were present.

"All right, here we are," Mr. Blake declared as Serenity got out of the car. "If you need us for anything, we're only a call away."

"Okay, thanks," Serenity said. With that, she slammed the door and turned to the school building. This was it. She could do this. She could do this.

"Well, hello there."

…she could not do this.

"Ugh," Serenity groaned as Casey came into view, "please tell me you're not going to school here."

"Okay," Casey smirked. "I'm not going to school here."

An awkward pause hovered between them.

"…you're a student here, aren't you?" Serenity sighed.

"I will be, but yes," Casey smiled. "First semester and all. And it looks to me like you're in the same boat. The gods must want us to be together."

More like they want to make my life miserable, Serenity thought bitterly.

Before Casey could deliver more pick-up lines, a woman came out of the front door of the tower. She wore a long silver coat, and her dark purple hair was tied back into a ponytail. Beside her was a blonde-haired man with an excited smile on his face.

"Hello, everyone," the woman smiled. "Are you all the new students for this semester?"

Most of the group nodded.

"Excellent," she said. "I'm Professor Essie, headmistress of this little school here. Let me be the first to welcome you to the Specialized Establishment for Lucrative Learning. Or, if you're the acronym type…"

She snapped her fingers, and five letters slid across the holographic screens: S.P.E.L.L.

"Pretty fancy, huh?" Casey nudged Serenity as impressed murmurs rippled through the prospective students. Serenity didn't respond.

"Now, if you'll follow me, we—" Essie began, but the sight of an approaching man in a suit stopped her. "Ugh…on second thought, I need to take care of something. I'll leave you with my friend here. He'll give you a tour."

She went off to confront the suited man, and her associate clapped his hands together with a widening smile.

"Hello, students! My name is Professor Stanley Clark, and it looks like I'll be taking you all on a tour of our facility. If you'll follow me, we'll get started."

The group moved into the tower, Casey smirking as he stuck close to Serenity. Though Serenity did her best to tune out her surroundings, wishing that she could simply click her heels and magically leave, voices nonetheless entered her ears.

"Hey, did you hear about the duel between the Sledgehammer and Yuya Sakaki?"

"What kind of summon was that? I've never heard of anything that lets you bring out that many monsters from your hand at once!"

"These students look great, don't they?" Professor Clark asked, though he seemed to be staring off into space. "They might be the hope we needed, you know."

"Hey, is he talking to himself?" Casey whispered.

"Don't know, don't care," Serenity hissed. "Leave me alone."

"Sorry, can't," Casey shrugged.

"Didn't we have an agreement about this?" Serenity snapped.

"We did, but I decided that you're too good to ignore," Casey admitted. "I mean, when I said that our duel was one of the best I've had, I meant it. You're seriously good, and I seriously want to know more about you."

"Tough," Serenity spat. "I'm not interested."

"Come on, isn't there anything I can do to get you interested?" Casey pleaded. "Can we at least have lunch together? I—"

"Okay, students, everyone quiet down!" Professor Clark said cheerfully. The group now stood in front of what was unmistakably a dueling arena. There were several arenas that dotted the space the students were in, though not very many. "These are our dueling facilities. Here, you can have exhibition matches, assigned duels, or just duels for fun."

He turned to the group and smiled. He looked to the side for a moment, then, looked back at his students.

"Now…I'm going to ask you a very serious question," Clark said. "Some young duelists have some confidence in their skills. So, I would like to ask: which among you is the best?"

A few hands shot up, but Serenity's was not one of them. Her arms were crossed, her position firm.

Until a hand shoved her forward.

"Ah, we have a volunteer!" Clark grinned. "Young lady, what's your name?"

"Uh…Serenity, sir," the unwilling volunteer said after she recovered from the initial stumble of being pushed. "Serenity Dovelan."

"Ms. Dovelan," Professor Clark said, "would you say that you are the best duelist here?"

"Well, uh, I wouldn't say that, or that I'm even good at dueling at all, but—"

"Well, as modest as you are, someone clearly thinks that you're good," Clark chuckled. Serenity glared behind her at Casey, who simply shrugged with as innocent a smile as he could muster. "Would you mind if I tested their opinions, Ms. Dovelan?"

"Wait, hold on, you want to duel me?" Serenity balked. "Right here, right now?"

"Certainly," Clark nodded. "Don't worry about failure, for it is only what makes you stronger. Now, come with me, and we'll take our places."

"You got this," Casey whispered. Serenity didn't think so, as her nervous gulp indicated.

Serenity and Professor Clark took their places, and brought out their respective Duel Disks. Each deck was shuffled, and a life point counter appeared on a large screen above the two duelists, indicating who had what amount of life points.

"Let us duel," Clark said with his ever-present smile. "The first move will be yours."

"Ugh, great," Serenity sighed. She looked down at her hand. Wonderful. No Gulldo, Egul, or Winda. Well…I've got something, at least. Might as well use it.

She placed two cards face-down on her disk, one monster and one spell or trap card.

"That'll be the end of my turn," Serenity said. "Your move, Professor."

She's got this, Casey thought with a smirk.

"All right, then…I draw!" Clark declared, dramatically drawing a card. He looked at the card he drew: a humanoid monster whose body was half-green and half-brown. "It's time, old friend."

"Uh, sir, who…?" Serenity tried to ask, but the professor seemed to ignore her.

"I Normal Summon…Elemental Hero Woodsman!" he cried, and the green-and-brown humanoid appeared with a dramatic stomp. Although its ATK was only 1000, Serenity narrowed her eyes when Professor Clark placed a pair of face-down cards behind Woodsman.

"And now," Clark said, raising his hand dramatically. "I…end my turn."

The student onlookers were abuzz with confusion. Casey's smirk had faded somewhat, his instincts telling him that something was wrong. Serenity was on a similar wavelength, grimacing at the two face-down cards as she conducted her draw phase.

I'm going to have to step up my game, she thought. I remember Elemental Heroes. They hit hard and fast…so I need to cut them off before they can get going.

"I'll start off by Flip Summoning my face-down monster," she announced, revealing it to be a green-haired young boy in robes. "Meet Kamui, Hope of Gusto!"

As Kamui rose with a yawn, a gust of wind generated beside him and took the form of Gusto Gulldo.

"When Kamui is flipped face-up, I can Special Summon a Gusto Tuner monster from my deck," Serenity explained.

"I see," Clark remarked. "I assume you'll be performing a Synchro Summon next?"

He's got a trap waiting for me. He wants me to Synchro Summon. Serenity thought, her body tensing. Might as well spring the trap…not much else I can do.

"Fine," she growled. "I Tune Gusto Gulldo with Kamui, Hope of Gusto!"

The two monsters soared into the air and formed a series of rings once more. With five stars aligned, a large avian shape began to form.

"Take flight, master of the wind! Let no enemy keep you from your friends!" Serenity cried. "I Synchro Summon Daigusto Gulldos!"

The avian shape appeared on the field, resembling a larger version of Gulldo with a green-haired human on top. Professor Clark raised an eyebrow at its 2200 ATK, recognizing it as a threat.

"Now, I activate Daigusto Gulldos' effect!" Serenity declared, and the large bird took that as its cue to flap its wings. A large wind was whipped up, forcing some students to shield themselves and forcing two cards from Serenity's graveyard to float back into her deck. "By shuffling two Gusto monsters from my graveyard back into my deck, I can destroy one monster you control!"

The wind that Daigusto Gulldos had generated quickly spun into a small hurricane. Elemental Hero Woodsman stood its ground, clenching its fists as it awaited the assault.

But it never came. An egg-like barrier of energy formed around Woodsman, dissipating the wind.

"Huh?! How did you…?"

"I'm afraid I activated a trap card, Breakthrough Skill," Clark explained as one of his back row disappeared, never losing his smile. "It negates one of your monsters' effects until the end of this turn."

I knew it. Serenity gritted her teeth. "All right, then. Daigusto Gulldos, attack Elemental Hero Woodsman!"

"Sorry about this," Clark smiled as his second face-down card flipped up, generating a wall with a large electrical 'H' on it. "I activate the trap Hero Barrier to negate your attack!"

Daigusto Gulldos promptly flew into the wall, forcing the avian beast to flap back to Serenity's side of the field with a shake of its head.

"Great," she grimaced. "I end my turn."

"That was a bit mean of me, wasn't it?" Clark commented as he drew his card. "Sorry, but I needed Woodsman to remain on the field. And here's why: during my Standby Phase, his effect activates and lets me add a copy of the spell card Polymerization from my deck to my hand."

This looks familiar, Serenity thought with a sidelong glare at Casey, whose smirk had morphed into a frown of worry by this point.

"Now, I'll activate Polymerization and send Woodsman and an Elemental Hero from my hand to the graveyard!" Clark announced, and Woodsman vanished. A large armored monster appeared in its place, sporting intimidating cannon-like structures on its wrists. "This will allow me to Fusion Summon Elemental Hero Gaia!"

The moment Gaia landed on the field, it aimed its cannons at Daigusto Gulldos and shot a long cable. The cable ensnared Daigusto Gulldos and surrounded it with a purple glow, one that traveled along the cable and into the body of Elemental Hero Gaia.

"When Gaia is Fusion Summoned, I can cut the attack points of one monster you control in half, then add that same amount to Gaia's own attack points!" Clark explained.

Serenity watched in horror as Daigusto Gulldos' ATK fell to 1100, with Elemental Hero Gaia's ATK rising from 2200 to 3300.

"If you've been paying attention," Clark continued, "you would have noticed that the monster I sent from my hand to the graveyard was Elemental Hero Shadow Mist. When he is sent to the graveyard, I may add an Elemental Hero monster from my deck to my hand, and I think I'll take the liberty of Normal Summoning it as well. Enter, Elemental Hero Ice Edge!"

Prof. Clark's newest monster was rather small: a small blue-skinned humanoid with armor that resembled glaciers of ice.

"Should I keep going? Oh, why not?" Clark said with a shrug. "I activate the spell card Miracle Fusion! By banishing two Elemental Hero monsters from my graveyard, I can Fusion Summon another Elemental Hero Fusion Monster! I think this time, I'll go for Elemental Hero Escuridao!"

A mass of darkness swirled up to Elemental Hero Gaia's colossal height, soon forming itself into a thin humanoid with a spiky head and four large wing-like protrusions on its back. Serenity gulped. This was looking quite bad.

"Now, I'll activate the effect of Elemental Hero Ice Edge!" Clark cried. "By discarding one card, I can have Ice Edge attack directly this turn! And, since the card I discarded was an Elemental Hero monster, Elemental Hero Escuridao gains a hundred attack points for every Elemental Hero monster in my graveyard!"

Once Prof. Clark's card—a fire-based monster in crimson armor—was safely in the graveyard, Ice Edge formed a large spear out of ice and slammed it on the ground. At the same time, Escuridao's ATK rose from 2500 to 2600.

"Now, first, I'll attack directly with Elemental Hero Ice Edge!"

Ice Edge used its spear to pole vault over Daigusto Gulldos, much to the bird's confusion. Without a second's hesitation, the icy warrior struck Serenity with a flying kick, knocking her to the floor as her life points fell from 4000 to 3200. With icy spear still in hand, Ice Edge casually plunged it into Serenity's face-down card, destroying a trap labeled "Blessings for Gusto."

"Once Elemental Hero Ice Edge has dealt battle damage from a direct attack, I can have it destroy one spell or trap card on the field," Clark explained. "Now, Elemental Hero Gaia, attack Daigusto Gulldos!"

The heavily-armed behemoth shot several rocky missiles from its cannons, causing several explosions around where Daigusto Gulldos once was. When the smoke cleared, Serenity's monster was gone, and her despair heightened upon seeing her life points fall to 1000.

"And, last but certainly not least, Elemental Hero Escuridao will attack directly!" Clark cried.

As the shadowy creature glided over, Serenity struggled to rise from the previous blow. The monster stopped once it reached her, looking down. Still on the floor, Serenity glared upward. Escuridao beckoned with one hand, asking her to rise.

"Just finish it," Serenity spat. "Stupid freak."

Escuridao slowly raised one clawed hand, then brought it down on Serenity and tore away her last thousand life points. She tumbled across the floor as the image of Escuridao vanished alongside its fellow Elemental Heroes, but not before giving its foe a somber look.

"Serenity!" Casey cried, leaping into the arena and dashing to her side. "Hey, are you okay?"

"Shut up!" Serenity roared, pushing him away as she struggled to rise. Casey tried to take her arm around his shoulders, but she slapped it away again. "I told you to leave me alone!"

"Miss Dovelan?" Clark called as he walked over. "Everything all right?"

"Fine," Serenity snarled, clutching her jacket around herself. "I'm fine. Everything's fine."

"You shouldn't be so down on yourself," Clark smiled. "You did quite well with what you had. And I'm certain I'm not the only one who thinks so."

He looked over to one side, though it was not the side the remaining students were on. Some of them frowned and turned to leave.

"Oh, now, don't worry!" Clark said rather loudly. "That's what S.P.E.L.L is for! You might not do as well as you'd like today, but with our help, you can become extraordinary tomorrow! Now, everyone, follow me and I'll show you to your dorms!"


Although most of S.P.E.L.L's building was rather extravagant, the dorms were comparatively simple. They were simply a series of doors on either side of a hallway, though the doors were decorated with ornate carvings of suns, moons, and planets.

"The girls' dorms are on this floor," Clark said. By this point, only a few students were left, and they were also looking dissatisfied with what they saw. "Once they're all settled in, I'd like the boys to follow me to the upper floor, where their dorms are located. I'm sure you're all ready to learn about dueling today, but Professor Essie and I need to attend to some business. We should be ready at lunch, so until then, pick your dorms and get ready for a wonderful semester!"

Professor Clark took the male students away, and as he did, Serenity went over and picked out a door with a bright sun on it.

"I think I might like this one," she mused. "Anyone else want…?"

She looked around and found that she was the only female student left.

Okay, something weird is going on here, she thought. I'm going to need to talk to Professor Essie.


"Please, everyone, I really think we could do some good together!" Professor Essie pleaded to a crowd of student backs. The majority of students who had come were now leaving, some throwing disgusted looks at the school's dueling arena. The professor sighed and slumped to the floor. Professor Clark came to her, his typical smile replaced with a look of concern.

"I guess this is it," Essie sighed.

"What do you mean?"

Serenity approached the two professors and was met with two looks of surprise.

"Why didn't you go with the others?" Essie asked.

"Should I have?" Serenity raised an eyebrow.

"Well, not if you don't want to, but…you see…ugh, how do I explain this?" Essie huffed.

"Explain what?" Serenity asked, leaning on the wall. "I've got time to hear whatever explanations you have for the random loss of students."

"It wasn't random," Essie said morosely. "The students just didn't see us as being good enough. They're not the first, but they may be the last."

"Taryn and I had applied to LID some years ago," Clark explained, gesturing to his colleague. "For one reason or another, we weren't able to make it in. And, on top of that, the school confiscated some cards of ours for 'research' purposes."

"I'm sorry, what?" Serenity balked. "They can do that?"

"If you've been in Paradise City for more than five minutes," Essie began, "then you'd know that the Leo Institute of Dueling is the city's premier school. After all, why wouldn't it be? It's connected to the Leo Corporation, meaning that they have power and status that no other school—or business, for that matter—can touch."

"But, anyway," Clark said, "we had started this school a year ago after LID rejected us. We didn't intend it as a gesture of spite. We wanted to extend our hand to the students that LID wouldn't pick up; the ones who didn't have the skill or the money needed to go. We firmly believed that being a great duelist could be possible for anyone, regardless of talent or what have you."

"The only problem is that LID has established a strong foothold as the best school in the city, if not the country or even the world," Essie added. "They focus on Action Duels, which we found a little silly. But, since Action Duels are the so-called 'latest evolution in dueling,' everyone wants to give them a whirl…which means everyone applies to LID, leaving our school in the dust."

"Professor Essie?" Serenity ventured. "That man you were talking to before Professor Clark started the tour…was he from Leo Corporation?"

Essie blanched at the thought, but nodded.

"What was he doing here?" Serenity asked.

"He was here to talk business…or so he said," Clark replied. "Over the past year, Leo Corporation made several offers to buy S.P.E.L.L and use it as an expansion of LID. We've refused every time, but lately we've found our options dwindling."

"What was his name?" Serenity asked.

"The Leo Corporation representative? Ivan Gats," Essie answered. "Why?"

Serenity's eyes narrowed. She knew that name.

"Ms. Dovelan, is something wrong?" Clark asked.

"Yes…and that something is what Leo Corporation is doing," Serenity growled. "Look, it doesn't matter what your options are. You have to keep going!"

"With no students?" Essie snorted.

"No, listen, hear me out!" Serenity pleaded. "You said you wanted to help people who wanted to duel but didn't have what it took to get into LID? I fall into that category. And I'm sure that I'm not the only one. Gats and LID can't have their way anymore. They need to be shown that the smaller people will fight back if you push them too hard."

"But—"

"With all due respect, no buts!" Serenity interrupted. "Consider me your first student. And I'm going to see to it that I won't be your only student for long."

A pair of quick knocks on the wall behind her alerted Serenity to the presence behind her.

It was Casey.

"Sorry, couldn't help but overhear," he smiled.

"How long have you been listening…?" Serenity asked slowly.

"Does it matter?" Casey shrugged. Serenity made a mental note to file a restraining order later. "I mean, I'm already here…as the second student of S.P.E.L.L."

"What, you? You've got to be—" Serenity cut herself off as she came to a realization. "Ugh…fine, but if I catch you hitting on me again…"

"Relax, I'm on your side," Casey assured her. Serenity only crossed her arms and scowled. "I'm serious! Look, I want to help you, really!"

"I'll believe that if I see it," Serenity growled.

"Now, now, calm down," Professor Clark said, though his smile was returning.

"You'll really do this, Ms. Dovelan?" Essie asked.

"Please, just call me Serenity," the girl in question said. "But, yes, I will. I may not be big on dueling, but I know right from wrong."

"And I'm in, too," Casey announced proudly. "For the same reasons, of course."

Serenity just rolled her eyes.

"Th-thank you…both of you," Essie smiled. "I guess I should welcome you to S.P.E.L.L at this point."

"You might want to save the speech for a little longer," Serenity said. "We need more students."

"We'll do what we can, but LID has a monopoly on the school system," Clark pointed out.

"Doesn't matter," Serenity said. "We are going to do this, and we will make it happen."

She looked out of the front door, the hourglass tower of LID dominating the horizon. She narrowed her eyes. That was going to change.