A/N: Sorry for the late update! School just restarted recently and I'm trying to get back on track with both my grades and my club activities, so i didn't have much time for writing. But I did it! Chapter 3 is up!

Also, an apology for the bad quality for my filler last chapter. It's just been weighing on me for ages and I really beat myself up for sucking at fillers. But I'm trying! Chapter 3 here is better (I hope) so please tell me what you think. Don't be shy to PM me on story ideas or leave it in a review!

Two months in planning and production, Ladies and gentlemen, I give you Kamen Rider Gakuen chapter 3.


Episode 3: With Passion and Will

"Yahoo, Kei-chan~~~"

Keita dodged as Misaki tried to glomp him, then grabbed her arm to keep her from falling.

"Mou, that was mean, Kei-chan~" Misaki whined and pouted cutely.

"Gomen, Misa-chan," Keita apologized, but he grinned at Misaki all the same.

"It's early in the morning, Noisy Girl. Can you make it through one hour without making a fuss?" Shinji, who had been walking alongside Keita, snapped at his newest source of annoyance.

"Oh, come on! Not Noisy Girl, Mi-sa-ki. Refer to your club mates by their name, Shin~ji," Misai chided.

"Don't use my first name. We're not that close," Shinji retorted. It was such a common occurrence that it was almost automatic.

But Misaki was already changing the topic, ignoring him. "Where's Takuya?"

As a vein on Shinji's temple pulsed irritably, Keita pointed out something to Misaki.

"He's right there."

Misaki looked in the direction of Keita's finger and spotted Takuya approaching a girl dressed in the Hoshihara uniform.

"Hi, the name's Miura Takuya. You look familiar, have I seen you somewhere before?" Takuya said as he reached the girl.

The girl turned to glance at Takuya, who had adopted (what he thought was) a winning smile.

Misaki watched in anticipation, Keita sighed quietly and Shinji simply looked to his watch.

"Three, two, one," he counted down and looked back up to the conversation.

"Yeah, that's why I don't go there anymore," was the girl's retort.

As the girl left a dumbfounded Takuya behind, Shinji snorted while Misaki and Keita sweatdropped.

"…What was that?" Misaki finally asked.

"Takuya's daily failure," Shinji deadpanned as they approached Takuya, who was now sulking at the base of a tree.

"This sucks…" Takuya was moaning.

"Come on, Takuya, cheer up! You'll succeed someday!" Misaki cheered bracingly, squatting beside him, though she held back the unspoken "I hope".

"Yeah," Shinji agreed, to Misaki's pleasant surprise. But as she turned to the second-year, smiling, Shinji continued his sentence.

"Someday, you'll find a girl with no standards, or common sense, or- What?" Shinji snapped unflinchingly as Misaki slammed her elbow under his ribs. Dragging him away, Misaki started scolding Shinji.

"Are you stupid? At least try to be sensitive to your best friend, you annoying jerk!" she hissed in his ear.

Shoving Misaki away, Shinji snorted before walking on.

Misaki let out a loud 'Tch'. "Annoying Jerk…"


"Takuya's not much of a hero type, is he?" Misaki mused as she walked down the hallway with Keita

"Huh?" Keita was somewhat taken aback by Misaki's comment.

Misaki frowned, then dug into her bag and brought out a small clear notebook. Opening the casing, she brought up a holographic page and showed it to Keita.

"Riders through the ages fit a certain category, like nice guys, or jerks, or cool guys, but Takuya doesn't fit in any one of them," she lamented. "I can't classify him~"

Keita, finally realizing the reason behind his friend's distress, patted her on her head. "It's okay, you'll see Takuya-san's abilities someday. Just observe him in battle."

"Huh?" Now it was Misaki's turn to be confused. Just then, the bell rang for homeroom.

"Oh, crap! We're gonna be late! Come on, Misa-chan!" Keita grabbed Misaki's hand and raced off.


Shinji stuffed the last book into his bag and walked out of the class just as the bell rang for dismissal.

"Shinji! Wait up, man!" Takuya shouted as he swung his bag over his own shoulder and raced after his friend.

Both boys eventually reached the trapdoor leading to their base. Yanking it open, Shinji walked down to see Misaki and Keita standing in front of the door of the Hatch.

"What's Noisy Girl doing here?" Shinji instantly snapped.

Misaki frowned at that. "I have a name, you know. Anyway, I'm here because as a club member, I should see the club room."

"The what?" Shinji stated expressionlessly.

"Club room. As the Kamen Rider Club, we need to have a club room for activities, and Kei-chan told me about this amazing base you guys have just as I was worrying about the premises~" Misaki chattered cheerfully. Shinji shot a glare at Keita, who flinched and yelped.

"I think it's fine," Takuya spoke up as he jumped down the last few steps. "She's gonna be helping us anyway, so why keep the Rider Hatch a secret?"

Even Shinji couldn't fault that reasoning. "Ugh…fine," he finally relented, scanning his fingerprint and retina on the scanner.

=WELCOME, AGITO=

The four high-schoolers stepped through the threshold into the base. Misaki gazed in wonder at the sight before her.

"It's not much, but we manage," Takuya told her.

"…What are you talking about? This…place…is…AMAZING!" Misaki suddenly started racing around like a hyperactive bunny, examining all the computers and rooms. "This is better than I imagined!" she squealed as she continued fangirling.

Shinji's eye started twitching slightly since Misaki's outburst, and it intensified every time she shot past him excitedly to observe something in the room. Finally, he grabbed the brunette on the head as she ran past for the seventh time.

"Owowowow!" Misaki yelled and tried to pry off Shinji's hand, which was now firmly grabbing onto her ponytail.

"S-Shinji-san!" Keita shouted in shock.

"Oh, come on, man, not cool!" Takuya went over and delivered a chop to Shinji's wrist, which made his friend release Misaki.

"Owie…" Misaki whined as she rubbed the base of the ponytail. It felt like the roots of her hair were about to be removed.

"There, there," Keita rubbed Misaki's head where it hurt.

Meanwhile Takuya was chewing Shinji out for the boy's actions.

"Seriously? I know you have issues and all, but give her a break!" Takuya was whispering indignantly so that Misaki doesn't hear.

Shinji stared at his friend for a minute, then let out a 'Hmph' and walked over to the nearest monitor to start scans.

"I should install auto-scans to stop you from using those things to avoid the subject…" Takuya grumbled. Just then, the alarm went off.

"Orphnoch detected in the town plaza. Let's go," Shinji barked as he leapt up and dashed out.

Keita and Takuya nodded before grabbing their belts and racing off after him. Misaki immediately chased after the three.

"Hey~ Wait up~!"


Down by the city plaza, a crowd was escaping from something, all screaming their heads off. A glasses-wearing businessman tripped on a rock and fell. Scrambling back to his feet, he tried to continue running, but an ash-colored tentacle shot towards him, penetrating through his back and out of his chest, right through his heart. As the tentacle was pulled out, bluish-white flames burst out of the hole in the man's chest and he collapsed. The man's body slowly faded to a dark gray before crumbling into a pile of ashes.

"Ara, another failure? Humans seem to be getting too weak for siring," a feminine voice rang out.

A gray foot stepped out and approached the pile of ashes that used to be the man. The foot's owner was revealed to be an ash-colored humanoid. The humanoid had a svelte, feminine figure, with flat, toeless feet that resembled stilettos. Gray vines wound all over the humanoid's body and flared out at her shoulders. Her arms seemed to end in long-sleeved hands, and the cuffs of the sleeves had numerous long vine like appendages dangling from them, while the rest of her body also looked like they were wrapped in a robe. The top half of her head was mostly covered in an ash-colored tulip, the bottom half of her face revealing set of lips in a small smile.

Crouching down, the humanoid scooped up a handful of ashes, allowing it to flow between her fingers into the wind.

"Humans are weak, crawling about in their own filth," she hissed.

"Really? And it's better being a walking flower?" A voice quipped.

The humanoid turned and straightened up to face the owner of the voice: Takuya. He grinned at the humanoid with his hands in his pockets, Shinji and Keita beside him and Misaki excitedly watching the proceedings.

"Long time since I took the lead in a fight," Takuya commented, stretching his arms above his head. "But I'm still gonna take you down, Orphnoch."

"Misa-chan, stay back," Keita pushed his friend behind him.

"But-"

"Stay back," Both Keita and Shinji spoke at the same time, their tones equally harsh. Misaki finally relented and ducked into a building.

The Tulip Orphnoch, meanwhile, was giggling mockingly at Takuya's declaration. "Oh really? How can a filthy human, a man, no less, possibly defeat me?"

"You and I both know how," Takuya's jaw tightened as he strapped the Faiz Driver around his waist. Keita and Shinji both produced their own respective belts along with him.

"Then give me your best shot, Faiz," the Orphnoch replied.

"Gladly," Takuya snapped as he keyed in the code into his Faiz Phone and hit the ENTER key.

=STANDING BY=

Keita and Shinji both prepared their stances as Takuya brought the Phone above his head.

"Henshin!" The three teens shouted and initiated their transformations.

=COMPLETE=

=TURN UP=

The instant Faiz's armor materialized, he pulled out his Phone and keyed in a code before snapping the Phone into the shape of a gun.

=SINGLE MODE=

Faiz aimed the antenna of the Phone at the Orphnoch and fired a beam of red tachyons at her, causing the monster to flinch and double over. Agito and Blade took the chance to dash up and attack.

Blade swung his sword and slashed at the Orphnoch's torso, followed quickly by a kick from Agito, then a double-team from both sides by both Riders.

The Orphnoch flew backwards with a scream, smoke wishing from her body. Blade and Agito bore over her, prepared to strike.

"Had enough?" Agito asked.

The Orphnoch struggled to her feet. "Just kidding~" she said before extending the vines on her sleeves at the two Riders, whipping them aside.

"Guys!" Misaki's voice shouted. Faiz turned to where his clubmate was hiding behind a pillar.

"Don't get too close! She's got something up her sleeve!" Misaki warned.

"What?" Faiz was confused, but when he turned around, he was shocked to see the Orphnoch extending her vines at Agito and Blade, wrapping them firmly around their waists and pinning their arms to their sides.

"Guys!" Faiz shouted as he fired another beam. The attack was blocked by the remaining vines of the Orphnoch creating a wall in front of her.

"Now, now. It's rude to interrupt a lady," the monster teased.

"Damn…" Takuya keyed in another code into the Faiz Phone.

=BURST MODE=

Takuya fired a burst of three shots at the Orphnoch again, but it was once again blocked.

"Now…" the Orphnoch surveyed her captives. Tightening her vines, she giggled as waves of energy started flowing from the Riders, blue for Blade and gold for Agito. The two Riders screamed and struggled against their bonds.

"Guys!" Faiz shouted. Growling, he stowed his Phone and charged at the Orphnoch. He delivered a kick and a chop to the Orphnoch's vines, forcing her to release his comrades, but the damage was done. Blade and Agito fell to the ground, forcibly reverted to their human forms.

"Kei-chan! Shinji!" Misaki shouted.

"Ara, seems like your friends are a little tired," the Orphnoch mused mockingly.

Faiz was completely pissed. "That's it!" He brought out his Phone again. "Auto Vajin!"

Faiz's motorcycle charged in, accompanied by loud revving. As the vehicle sped at the Orphnoch, it folded and expanded into a huge silver robot. The robot had Faiz's symbol on its chest, and mainly colored silver and black. The front of the motorcycle had shifted to its right arm. As Auto Vajin transformed, a command rang out.

=BATTLE MODE=

Auto Vajin, now in Battle Mode, swung at the Tulip Orphnoch, who leapt away from the robot. Faiz jumped over Auto Vajin, drawing the Faiz Edge from the handlebar now on its right shoulder.

Faiz charged at the Orphnoch and delivered a series of slashes and stabbed into her stomach. The Orphnoch simply pulled out the blade and struck Faiz across the face.

"Please. Now that I've absorbed the energy of your two little friends, that level of attack isn't going to affect me," she boasted.

"Grr…" Faiz growled before turning to Misaki. "Misaki! When I give the signal, run!"

Misaki had the sense to nod and prepare as Faiz turned to the Orphnoch.

"Ara, ara, what are you planning now, Faiz?" she teased yet again.

"This! Vajin!" Faiz shouted. On cue, Auto Vajin brought out a wheel-shaped gun and started firing at the ground, bringing up a spray of debris and smoke. When the dust cleared, the Riders had escaped.

"Ara, ara. Using a smokescreen? Weaklings," the Tulip Orphnoch giggled. "No matter, time to continue my mission."


Takuya, now back in his human form, settled Shinji on one of the beds in the Rider Hatch's hospital bay, while Misaki laid Keita on another.

"Oof…" Takuya panted, collapsing in a chair. "We got away in time…"

"Yeah, but Kei-chan and Shinji…" Misaki sat beside him and cast a worried glance at the two unconscious teens.

"Urgh…" Shinji suddenly grunted and got up.

"Shinji!" Misaki shouted and went up to him. Shinji swatted her hand away as she tried to feel his forehead for a fever.

"Don't call me by my first name," he snapped. Then he let out a 'Huh?' and felt his waist where the buckle of the Alter Ring would appear.

"What's wrong?" Takuya asked.

"I can't feel the Seed of Agito."

"What?" Misaki exclaimed.

Shinji frowned slightly. "It's like the Seed's power was drained," he mused. Suddenly grimacing, he collapsed into the bed again, unconscious.

"Shinji!" Misaki inspected the boy, while Takuya was deep in thought.

"Drained power…Don't tell me-!" Takuya leapt up and grabbed Keita's Blay Buckle. Bringing it to a monitor, he pulled out a scanner from under a keyboard and ran it over the Buckle. An analysis popped up on the screen.

Takuya stared at it for a moment before slamming the keyboard. "That bitch!"

"What happened?" Misaki asked.

"That bitch drained the energy from not only Shinji and Keita's bodies, but the Alter Ring and Blay Buckle too," Takuya cursed and whacked the keyboard again.

"I don't get it. What's so bad?" Misaki asked.

"In humans, energy can be restored through means like eating, but for the Rider systems, there seems to be a specific form of energy that self-replicates to charge. And now that Orphnoch stole it, on top of energy for Shinji and Keita to function properly to regain energy," Takuya explained.

"So you're saying…" The impact now dawned on Misaki.

"Yeah," Takuya turned to the closed door of the hospital bay.

"If we don't get back the energy, Keita and Shinji can't become Riders anymore. They may even die."


The Tulip Orphnoch ducked into a building and transformed back into her human form. The Tulip Orphnoch was now a young woman dressed in a white sundress. She had flowing black hair that extended to her waist and black eyes that shine brightly, but held a certain danger in the glint.

Her cellphone rang and she picked it up, talking in a cheerful schoolgirl voice.

"Shacho-sama, (President-sama)" she responded.

"Keiko, how is the progress on siring?" A clipped male voice on the other end rang out over the phone. The Tulip Orphnoch, now known to be called Keiko, pouted childishly.

"I was busy doing that, but I was interrupted," she complained. Then a smile snaked over the pretty face. "But that makes the game more fun."

"Is there a need for a replacement?" the voice asked.

"None at all. I'm more than capable of dealing with Faiz," Keiko giggled.

The owner of the voice on the other end tensed. "Faiz?"

"Yep, but he's just an obstacle. I'll bring back more Orphnoch for you for sure, Shacho-sama," Keiko sang.

"No!" The loud outburst made the young woman flinch. "Your mission has changed. Your new target is to eliminate Faiz."

"Eh~ But it's more fun siring. Especially those filthy humans who think they're superior," Keiko complained, but her voice now held a purposeful tone to it.

"You have until tonight to destroy him," the voice instructed.

"Understood," Keiko sang in reply as she hung up. She held the phone in her hands, letting it dangle by the strap before grabbing it again, another smile slinking over her lips.

"This will be fun, Faiz~"


Takuya sat in a chair with his face buried in his hands. "What to do, what to do, what to do," he whispered urgently, his mind going over all the possibilities and solutions desperately.

"Can't we just get the Orphnoch?" Misaki asked urgently.

"We could, but she's not in the scanner's range. We were lucky with the plaza coz it's near the school," Takuya replied. Groaning, he ran his hands through his hair and pulled at it.

"And we don't know how to get back the energy too. Knowing the Orphnochs, it's not as easy as just destroying her," Takuya continued.

"Then what do we do?" Misaki asked as Takuya stood back up.

"We find her. She's coming for me, so I'm gonna let her," he replied.

"Then I'm with you," Misaki confirmed as Takuya nodded.

As the two prepared to set off, the alarm went off. Takuya grinned and brought up the live feed, finding the Orphnoch just outside the school. "Crap…coming straight for me, eh? Well, saves me the trouble of finding you," he tapped the screen and ran out with the Faiz Driver.

"W-Wait up!" Misaki called. She ran into the hospital bay to place the Blay Buckle beside Keita before running after Takuya.


The Tulip Orphnoch advanced on random passers-by, extending her vines in the form of Orphnoch tentacles and piercing several humans at once. Collapsing to the ground, the humans writhed and turned ash-gray, changing into strange rock-like humanoids with deep cracks all over their bodies, ash leaking from said cracks. The humanoids had some body parts that were bulky and rocky, like a leg or arm. Their heads were craggy and had cracks that formed what resembled facia features such as eyes and mouths, but had small horns jutting out of their foreheads. Moaning lowly like zombies, they staggered over to the Orphnoch.

"Not very successful, but it should draw Faiz out," the monster mused as she stroked one of the golems' head. Quick as a flash, she extended her tentacles again, stabbing more humans. Some crumbled into ash instantly, but five more golems were created, joining the party of ten of their brethren.

"Now, come out, Faiz!" the Orphnoch shouted to the skies.

Takuya landed a flying kick at a random golem, causing the entire group to topple like a stack of dominoes.

"You called?" he called casually, dusting himself off.

"Ara, you responded quick," the monster replied with an air of easy conversation.

"It's a talent," Takuya shrugged. Then his face hardened. "Give back the energy you took."

The Orphnoch giggled lightly at the boy's sudden change in demeanor. "I think I'm the one in control here, aren't I?"

Misaki arrived just as the Orphnoch set the group of golems at Takuya. Hurriedly ducking behind a tree, she kicked a pursuing golem back to the foray.

Takuya punched aside one golem before throwing off another. "Damn…what are these?"

"Demi-Orphnochs. Unsuccessful transformations which resulted from incomplete siring. These cuties are more than enough to deal with you," the Tulip Orphnoch replied casually.

Takuya froze at that. "Don't tell me…You're with them?"

"Maybe. Why don't you beat me and maybe I'll tell you," the monster replied as several Demi-Orphnochs piled onto Takuya.

"Shit…" Takuya cursed as he flung off the golems, keying in the transformation code into the Faiz Phone.

=STANDING BY=

"Henshin!"

=COMPLETE=

Red tachyon lines ran over Takuya's body, forming the Faiz armor. Cracking his knuckles, Faiz delivered a punch straight in the chest of one of the Demi-Orphnochs.

Despite the seeming flimsiness of the grunts, they were surprisingly tough. After falling from one of Faiz's blows, the golem immediately stood back up.

"What the-" Faiz was bowled over before he could finish his sentence.

"Argh-This-" Faiz struggled against the Demi-Orphnochs, but they clung tighter the more he struggled, the golems weighing down and pinning the Rider.

"Takuya!" Misaki tried to step out from her hiding spot, but a shout from Faiz stopped her.

"No! I can take them!"

Faiz grunted as he grabbed hold of a stone arm of one of the golems, them dig his fingers under the cracks in another's rocky torso.

"My friends are waiting for me to save them," Faiz grunted slowly. "So I can't lose, not now, and especially not to the likes of you guys!" With a hot-blooded shout, he flung off the Orphnochs.

(Insert song: Justiø by ISSA)

Takuya grabbed one Demi-Orphnoch kicking its knee and then ax-kicking its head, causing it to crumple. Grabbing the stone leg of the golem, Faiz blocked a wild swing from another before delivering a punch. But he accidentally hit the rock torso of the Demi-Orphnoch, sending a jolt of pain up his arm.

"Ite…" Takuya shook off the pain in his hand, but the golems took the chance to assault the Rider from all directions.

"Takuya!" Misaki shouted again.

The crowd of golems continued to close in on Faiz, pressing down from all sides. Then the group started to falter, then flew back from the blast of tachyon energy. Faiz stood back up, his Faiz Phone prepared for another shot.

=SINGLE MODE=

Faiz blasted a row of Demi-Orphnochs with a beam of tachyon energy, then switched to another.

=BURST MODE=

Faiz fired off shots wildly, but managed to hit the Demi-Orphnochs, even hitting one hard enough for it to crumble into ashes. Faiz continued switching between Single and Burst Mode and firing at the grunts, who were being effectively held back.

When Faiz managed to fairly dwindle their numbers, he pulled out the Faiz Pointer. "Time to end this."

Attaching the Faiz Pointer to his ankle, slid the Mission Memory into the slot.

=READY=

Faiz flipped open the Faiz Phone and hit the ENTER button.

=EXCEED CHARGE=

Faiz leapt up and shot the energy cone at the Demi-Orphnochs. The energy cone, which usually focused on one target, now spread to encompass the entire horde, making the cone effectively a hundred times bigger.

"Uso!" Misaki exclaimed in surprise as Faiz descended on the golems.

"Crimson Smash!" In a blast of tachyon energy, the Demi-Orphnochs were demolished.

Heaving a sigh, Faiz now turned his attention to the Tulip Orphnoch herself. The Orphnoch flicked a hand and her vines shot out to strike the Rider from all directions.

Finally, Faiz was lifted off the ground, the Orphnoch's vines wrapped around his belt and pinning his arms to his sides.

"Shit…" Faiz cursed.

"I think I'll drain your energy before killing you. We will need it anyway," the Orphnoch mused.

"I knew it, you're one of them," Faiz hissed as the vines tightened around him.

"Now, just stay still like a good little boy," the Orphnoch said as she began draining Faiz's energy, a red stream slowly flowing along the vines towards her. The Rider could only scream in pain as he felt his body getting weaker and weaker.

Just then, several gunshots were heard and the vines were severed, falling to the ground and dropping Faiz. The Rider fell to the ground along with the vines, greenish Orphnoch blood and a large amount of water.

"…Water?" Faiz noticed the puddles that splashed down and inspected them, then turned to the general direction of the shots. He thought he saw a green blur dart into the trees, but his thoughts were interrupted by the Orphnoch's remaining vines attacking him.

"I don't know how you set up those shots, but you will still die today, Faiz," the Orphnoch proclaimed as she produced a weapon: a long rapier the same dull gray as the Orphnoch herself, but looking no less lethal.

Quickly closing the distance between them, the Orphnoch slashed Faiz across the chest before attacking the neck, but Faiz quickly pulled out his Phone and prepared his gun again.

=SINGLE MODE=

Faiz fired the red beam at the Orphnoch, forcing the monster back and giving Faiz some leeway. Switching the gun back into a phone, Faiz called the familiar command.

"Auto Vajin!"

The motorcycle soon arrived and Faiz quickly drew the Faiz Edge, barely managing to parry the Orphnoch's next rapier strike.

The two opponents clashed their blades, generating orange sparks all around them. Faiz managed to nick the Orphnoch's torso, but got slashed on the arm immediately after.

Leaping back, both sides steadied their stances before engaging each other again. For the next few minutes, Rider and Orphnoch slashed, stabbed, parried and dodged, forming a deadly dance of swords. The Orphnoch went for a stab at Faiz's heart, but he lightly pushed the blade with his, pushing the path of the strike off course to his right, then swung at the monster, but she deftly rolled away and approached with a strike, her sword swirling all around her body to crate an effective defense and offense. Faiz tried to block, but the Orphnoch's attack broke through and struck him, sending a shower of sparks onto the ground and Faiz flying back. Groaning, he picked himself up and continued to slash, managing to slip through an opening and stab his opponent.

"You're not half bad," Faiz commented.

"As much as I like being appreciated, I don't need compliments from a human," the Orphnoch retorted lightly. Faiz chuckled at her disdain.

"Oh yeah? Big talk for a walking flower," Faiz teased. Angered, the Orphnoch swung at the Rider with a yell. Leaping out of the way, Faiz steadied himself as the Orphnoch directed the tip of her rapier at him.

"This strike will end it," she declared as she charged at the Rider. Instead of dodging, Faiz lowered his body into a near crouching position, his left hand on his waist and his right gripping the handle of the Faiz Edge as tightly as possible.

The Orphnoch got closer and closer to Faiz, yelling as she approached. Meanwhile, Faiz was muttering to himself.

"A little more, just a bit more…"

Just before the Orphnoch's blade touched Faiz's armor, the Rider crouched down quickly, ducking under the blade and delivering three slashes across the monster's body. Leaping away, Faiz straightened up, his back facing his opponent's. Suddenly, the blade of the Faiz Edge broke into half, the severed blade clattering to the ground.

The Orphnoch felt no pain from the strikes, and thus scoffed as she lowered her sword and turned to her enemy. "What was that joke of an attack supposed to do? You couldn't even scratch me."

Faiz, instead of retorting, began to laugh, a sound of triumph that both confused and angered the Orphnoch.

"What are you laughing at?" she demanded.

"Sorry, but the joke's on you," Faiz declared as he turned to face the Orphnoch. In his free hand were three gray flowers.

"Wha-" The Tulip Orphnoch inspected herself and saw that the flowers on her shoulders and chest were missing.

"I saw where you stored the energy you drained when you were busy draining mine. I must admit, though, I don't expect to get out of it," Faiz rubbed the back of his helmet.

"Now…" Faiz held the flowers in his hand and clenched it into a fist, crushing the flowers. At that instant, three shining orbs of light were released, flying out of Faiz's unclenched palm. The orbs were red, blue and gold respectively. The red energy orb hovered before Faiz as the other two flew off into the school.

"Seems like I got the energies back," Faiz observed as the red orb entered his body, sending a rush of vitality into him.

"Drat…" the Orphnoch hissed as Faiz dropped the broken hilt of his sword.

"Now, time to take you down," Faiz proclaimed as he removed a squarish silver and black camera from his belt. The camera had the words SMART BRAIN emblazoned above the shutter, while the right edge of the camera was black and the shutter button was on the top. There was section of black where the shutter is and seemed to be a slot. Faiz flipped the black edge of the camera downwards, forming a grip. Slipping his right hand to grab the grip, he used his free hand to remove the Faiz Mission Memory from the Faiz Phone and slipped it into the device that was now a knuckle-duster.

=READY=

"Screw you!" the Orphnoch screeched, now having lost control. She prepared her full body sword strike, dashing at Faiz.

Faiz just flipped open his Phone and pressed ENTER.

=EXCEED CHARGE=

As the Orphnoch delivered the strike at Faiz, the Rider punched right at the blade, smashing it to splints that smoldered with bluish flames before smashing into the Orphnoch's body, the force from the weapon blasting through her torso and leaving a huge hole where Faiz's arm was.

"Gah…Uh…" As her body started turning a dark gray, the Orphnoch could only groan softly. Bluish-white flames started igniting at the hole in her body, licking at Faiz's arm.

Faiz pulled his hand out of the Orphnoch's body as the flames spread all over, the monster beginning to crumble.

"Faiz…" the Orphnoch let out one final moan as her head crumbled to ashes. A red circle with a diagonal line passing through it appeared as the flames blazed, forming Faiz's symbol.

Faiz removed the Mission Memory and replaced it into the Faiz Phone. Heaving a sigh, he removed the Phone and cancelled his transformation.

"She was sent by that man…" he muttered.

"Takuya~~~~!"

"Wha-Whoa!" Takuya lurched back as Misaki hugged him.

"I thought you were gonna die!" she cried.

So this is how Keita feels when she does this…Ah, a girl's body does feel really soft… Takuya started daydreaming, but quickly came to, putting on a grin.

"Of course I wouldn't die! C'mon, I'm just too awesome to!" he boasted.

Misaki smiled. "Yup! Plus, Riders always win the fight, right?"

"Speaking of which…" Takuya remembered something from his earlier fight. "Misaki-chan, did you see any other Rider near where you were hiding?"

"Hm? No, nothing. It was just me back there as far as I know," Then her eyes lit up. "You mean there was another Rider? Ah, a great chance wasted~ I could get them into the Kamen Rider Club~" Misaki moaned.

Takuya chuckled at his junior's antics. "Yeah, maybe."

"Anyway," Misaki looked back up at Takuya. "I understand now."

Takuya was confused. "Understand what?"

Misaki stared at Takuya's face for a long while, prompting him to check his face for dirt. Then she smiled widely. "Nothing~"

"Eh? Oi, don't leave a guy hanging like that!" Takuya shouted.

As Misaki walked off, with Takuya chasing after her, she grinned and muttered to herself.

"So Kei-chan was right after all. He really is worth observing."


Keita finally regained consciousness and sat up from his bed, surprised to see Shinji on the bed beside his.

"Shinji-san?"

Shinji groaned as he got up as well. "Seems like Takuya did his job," he muttered.

"Looks like it," Keta replied as the door of the hospital bay was flung open.

"Kei-chan~~~~" Misaki launched herself into Keita's body, knocking the wind out of him before crushing him in a hug.

"You're okay, you're okay!" Misaki cheered as she tightened her grip further.

"Ugh…Agh…" Keita spluttered, desperately trying to get air.

"Shut up and let him go, Noisy Girl. You're just gonna waste Takuya's efforts in saving us by killing him," Shinji snapped.

"And how did you figure out that I saved you?" Takuya strolled in casually, a grin on his face.

"Simple logic."

Meanwhile, Misaki was excitedly relating Takuya's fight to Keita in great detail, acting like an overexcited kindergartner.

"…And then he just flung them right off just like that!" Misaki was saying as she gestured wildly.

"Seems like you got one girl to like you," Shinji commented wryly. "Makes sense in how she doesn't have any sense…"

"Man, do you have to say it like that? I should've kept the energy away from you…" Takuya joked, punching his friend lightly on the arm.

"Oh, yeah, and get this. Takuya says he saw another Rider!" Shinji suddenly noticed Misaki's chatter.

"What?" Shinji and Keita both turned to Takuya, who nodded, frowning.

"Yeah, someone helped me out when I was dealing with that Orphnoch. I don't see anything clearly, but I'm sure that guy had a gun-wielding form," Takuya recounted.

"Another Rider, huh?" Shinji mused as Keita also fell silent. After a minute of quiet, Misaki decided to resume her account.

"And then after the Orphnoch let Takuya go, he shot her at point-blank range! He was soo awesome and…"

"Misa-chan," Keita interrupted. "I'm kinda tired. Can we leave this for later?"

"Okay~ But one last thing…" Misaki leaned in so that her lips were right beside Keita's ear, making his cheeks dust with a shade of pink.

"You were right. Takuya is cool," she giggled. Drawing back, she brought out her notebook and generated a new blank page, starting to type in a new entry in.


Somewhere in the city, a man knocked on a large, elaborate wooden door. "Shacho-sama," he called.

"Come in."

The man entered into a large office the size of an apartment. Approaching the other end of the room, his polished leather shoes clacking against the wooden flooring, he bowed to the person sitting in the high leather chair, the person's back facing him.

"We have just received a report that Keiko has been eliminated by Faiz," he reported.

The figure in the chair, who had been toying with a small metal plate the size of Faiz's Mission Memory, stiffened. "She failed to eliminate Faiz?" he hissed.

"Unfortunately. But we managed to cover our own tracks properly," the man replied.

"That's not enough!" The figure flung the plate away, the metal clattering away loudly.

The figure rose from his chair, though only his silhouette was visible due to the light steaming in from the large windows.

"Faiz has been a thorn in my side for three years now! He needs to die, and I need the Faiz system!" he roared.

"I understand, sir, but given the current experiments-" The man was cut off.

"I don't want to hear anymore of this!" The figure sat back down in the chair, but his knuckles were now gripping the arm of the chair until his knuckles were white.

"Faiz…"

Sunlight reflecting off something outside passed over the metal plate on the floor, revealing the carving on it.

The plate had a carving resembling the logo embossed on the Faiz Shot, but the word NEO was above the other two words, forming the words NEO SMART BRAIN.


The next day, Misaki was inspecting her notebook again on the way to school.

"Ohayo, Misa-chan," Keita greeted as he caught up to her.

"Oh, hi, Kei-chan," Misaki greeted as she closed her notebook.

"What were you doing?"

"Just updating my notes. Now I can classify Takuya~!" Misaki cheered happily.

"Really?" Keita raised an eyebrow, slightly amused.

"Yup!" Misaki opened her notebook to the newest page, which listed Takuya as the new Faiz.

"Takuya's a joker, but he is a hero when it comes down to it," Misaki explained. "I think he ranks 10th on my list of best Riders."

"Oh really?" Shinji snorted cynically.

"Yeah, anything wrong?" Misaki shot back.

"Yeah. Look over there," Shinji went straight to the point. Turning to the direction Shinji indicated, Keita and Misaki saw a familiar sight from yesterday.

Takuya was once again approaching another girl from their school, a smile on his face.

"If I could rearrange the alphabet, I'd put 'u' and 'i' together," he was saying.

"Is he…" Misaki began to ask.

"He is," Keita sighed, answering Misaki's incomplete question.

"Three, two, one," Shinji counted down again.

Meanwhile, the girl spared Takuya a glance before speaking.

"Well, there's no need. 'N' and 'o' are already beside each other."

The girl walked off, leaving Takuya, who collapsed to his knees in despair.

"Still 10th on your list?" Shinji asked wryly.

"Maybe 30th…" Misaki conceded as they approached Takuya, Shinji grabbing his friend by the arm and hoisting him up.

"C'mon. We'll be late if we take any longer," he snapped.

"Okay…" Takuya meekly followed, still depressed.

Misaki couldn't help but laugh. "I knew the Kamen Rider Club was a good idea!" she exclaimed proudly.

Keita just grinned as he followed his childhood friend, who started racing off excitedly.

"The Kamen Rider Club has completed its first task!" she cheered.

"There was never a task undertaken," Shinji deadpanned.

Misaki frowned at him. "Oh, shush."

The incident now draws bonds closer and raises questions. While Misaki and Takuya are now closer as friends, what is the organization known as Neo Smart Brain? And who is the mysterious gun-wielding Rider?


A/N: And that's a wrap! Please review and help me improve on my fillers! And tell me what you thought of this chapter too! Just as a note, the mystery Rider isn't going to be introduced yet, but you're welcome to guess!