A/N: Hello all! Welcome to chapter 3! Sorry about the slight delay this chapter has honestly had like four rewrites...anyway here we are! Special thanks go to Ghost Fire 6 for beta reading and Lord Zeppelin for helping with some parts of this chapter go check them both out they're great! Also, the quirks listed for Class 1B here are their actual quirks, as described in the manga so..slight spoilers but nothing huge.

Disclaimer: Already disclaimed, I own the OC not the series or canon characters!

Now review responses for the last chapter:

RHatch89: Thank you!

billythekid256: I am glad you like them hopefully you'll like this story as it continues!

Lorna: I mean...yeah I could see Emi carrying around party poppers just in case.

The Keeper of Worlds: Thank you! You have no idea what these kinds of reviews mean to me at times. I was really nervous to if people would like Shota/Emi's dynamic. I am glad you and others have so far!

So all that now said...

Enjoy!

He was woken from his sleep by a gentle shaking at his shoulders. He blinked a few times before looking up to see Pony dressed in the UA uniform smiling down at him.

"Why are you sleeping on a bench in school?" She asked giggling at him as he yawned sitting up.

"I got here really early, for one and for another my quirk sort of gives me dry eye, it can make it hard to keep my eyes open." He said shrugging off his sleeping bag and rolling it back into his backpack.

"Oh, I didn't know that. Come to think of it, I don't think I have ever seen your quirk, what's it do?" She asked as they entered the Class 1B room to find that nearly whole class had already arrived, taken seat and were talking with each other.

When they entered the room, a few people glanced over at them. He gave a slight wave as one girl approached them. She had teal eyes and long, ginger hair, tied into a high ponytail on the left side of her head, which came halfway down her back. Her bangs were split into three clumps around her eyes, and some of it stuck up in large tufts on the top of her head. She smiled at them offering her hand.

"Hey there nice to meet you, I'm Itsuka Kendo." She said.

After a moment they each smiled back and shook her hand, giving there names. Before much more could be said a throat was cleared from behind Isuka.

"Well, looks like someone finally woke the lazy kid up huh?" The male voice asked. Suzaku raised an eyebrow looking around Itsuka to a blonde boy standing behind her smirking.

"I'm sorry did you just call me lazy?" He asked kindly with just the slightest hint of a threat in his tone.

"Yes, I did. It's pretty shameful for a UA student to be sleeping on campus, you clearly don't care enough to properly take care of yourself."

"Awfully bold of you to assume that, wouldn't you say?" Suzaku trailed off.

"Neito Monema, and I don't see how, after all that's the impression you've given off."

"Suzaku Aizawa, you know something? I don't think I like you all that much, it's the impression you give off." Suzaku shot back matching the other boys smirk with one of his own.

"Really? So what are you going to do about it?" Monema asked as they stared each other down Suzaku briefly considered using his quirk it would be worth it just to see how this guy reacted. However a rough sounding laugh rang out from the doorway.

The whole class turned to the doorway this time to find a man standing there. He was a very tall, wide-set man with a bulky, muscular build, lightly tanned skin, and a few visible scars on his left cheek and the left side of his thick neck. He had short pale gray hair spiked upwards, away from his face, the only exception to this being the small clump of hair which hung down over the left of his forehead. His eyes were very small and thin, and he had a wide mouth with two prominent lower canines.

He wore a dark red skin-tight suit with a very low u-shaped collar, which exposed the middle of his pectoral muscles and was lined with a thick black trim, which matched the ones over his shoulders. White over-the-knee boots encased his feet and thick white vambraces were over his lower arms, a thin wire snaked from one of the two small protrusions on either one to the back of his neck, and red gloves covered his hands. Around his waist he had a three-piece metallic belt which diped downwards in the center, and he had an orange mask over his eyes.

Despite the laughter he gave the impression of both intimidation and respectability. He stopped laughing laying a hand on each boys shoulder.

"Now, now as much as I like to see a healthy sense of competition, you both need to calm down. Don't want to get in trouble on day one, right?"

Suzaku and Neito both exhaled and nodded. He smiled; "Good, now shake hands and take your seats." He ordered.

They did so, albeit reluctantly and sat down as the man took his spot behind the teacher's desk.

"Now then, my name is Sekijiro Kan, more of you might know me as the Blood Hero: Vlad King. I will be the homeroom teacher, from here on out. I run a fairly tight ship here. The goal after all is to help make you all into the best Pro's that you can be." He said gaining nods from the class as he pulled several papers from his desk and began to hand them out.

"As, I said earlier I do appreciate a competitive spirit, but in this classroom, and this school Class 1B is a unit regardless of how you may personally feel about each other. Your real rivals are Class 1A." He said.

This got a few mutters as they all read over the syllabus for the class even Suzaku was surprised at that, wondering if his dad had somehow offended his new teacher.

"You see, people generally see Class 1B as second best. I know that some of you, might've thought that when you found out what class you were in." He said calmly as Pony, and a few others looked away a bit awkwardly.

"Well, we are not the second best class, we are just as good as Class 1A if not better! You are all students, with incredible potential, consider it a challenge." He said.

Suzaku felt odd, it was weird to hear this as despite the fact that his father had always said that Class 1B was just as important as Class 1A. However he could see how some would think of them as second best, just by literally being Class 1B.

He looked around for a moment, everyone looked hesitant, but oddly excited. They all looked ready to prove themselves. Even he had to admit he was excited. Vlad seemed to know he had them in the palm of his hands.

He took his spot back at the front of the class and cleared his throat;

"However, before we can improve we need to know where we're starting from with each of you. So, put on these uniforms and meet me in training ground C. I have a test for you all." He said handing out the UA Blue gym uniforms and dismissing them.

-Training Ground C-

Once they were all changed they met Vlad who was waiting in front of what looked like nothing more than an empty field. Everyone seemed confused, but at first no one said anything. Once everyone had arrived Vlad spoke.

"Now, Class 1A has there own version of this test. Mine is different though, they have a more normalized fitness test allowing for quirk use. I on the other hand, do things differently to test your physical, mental and quirk abilities. Which is why.." He trailed off holding up a remote and pressing a green button.

The ground behind him began to move and shift water filled holes that seemed to just appear in the ground and soon enough an obstacle course stood before them, and behind him.

It was massive and complex looking. They ball simply stared at it for a moment as he explained.

"I have decided to put you through and obstacle course! Your goal is to get through this as fast as possible use your quirk if you must. However, the final obstacle standing between you and the finish will be two members of the class." He said smirking.

Everyone stared at each other, very few of them knew more than one other persons name let alone their quirk and skill level. They were basically going into this whole course blind.

"Oh, and I should mention that if I even suspect you aren't giving this your all, if you fail, if you choose to give up then you will be reporting to me for mandatory extra training every morning until I am satisfied. So who wants to go first?" Vlad asked.

The class was silent, before Kendo stepped up to the front; "I'll go first." She said nervous but determined. Vlad nodded.

"Alright then before I select your opponents let's look at the course." Vlad said as they all followed him around the course as he pointed at the start line.

The starting platform was surrounded on either side, by small red platforms that ran in a zig zag pattern slowly raising upwards and actually hovering in the air. Near the last one was a rope that seemed to swing over an onto the start of the next obstacle.

"You start with the floating steps, simple enough to explain. After that however you move on to the rope swings." He said and they noticed after the landing platform there was another series of ropes that stretched out for about four meters to another platform.

"From there we have alternating monkey bars." He pointed to a seemingly narrow pathway hanging above a pool of water there was a bar on each side though they couldn't see much else.

"Last two obstacles are a warped wall." He gestured towards a fourteen foot tall wall that was shaped like a halfpipe with a grip at the very top. Just past that however was a tower nearly eighteen foot tall with walls that were just far enough apart for them to climb up with their arms and legs spread.

"That, is our Spider Climber you get to the top and press the button and you finish. However you only get three attempts at the course a piece fail all three and you're done. However you can use your quirks in anyway you see fit, though so can your opponents who can attack you whenever as you attempt to finish the course if they capture you on any run you lose as well understand?"

Everyone nodded and he heard several nervous gulps, which just made his smile grow.

"Alright then Kendo is up first and her opponents will be Manga Fukidashi, and...Suzaku Aizawa." He said after a slight pause both boys nodded and took positions to the side of the course as Kendo went to the start.

Suzaku turned to his partner for this and was momentarily caught off guard. The other boys head looked like a speech bubble from a manga page that said: "Hello."

"Hi, nice to meet you I'm Suzaku." He said getting over his shock and shaking Manga's hand.

"So, we need a plan any ideas?" Manga asked his words showing up in the speech bubble.

"Not yet, let's talk quirks and what we can do." Suzakiu said and Manga nodded as they huddled together.

-Kendo's Run-

Kendo stretched making sure that she was ready to go. Once he was in place on an observation platform with the others Vlad gave the signal and a buzzer went off. Jumping as soon as she could Kendo bounced from one platform to the next.

'This is easy enough.' She thought looking around as seeing no sign of her two opponents which if anything out her even more on guard as she swung over to the start of the ropes. She swung from rope to rope with relative ease.

Then on the last rope she noticed something there was a sound effect written on the place where she was supposed to land. Confused she read it said; "Boing?" She said aloud confused as she let go and went to land.

Only to be bounced backward sending her flying through the air and plunging into the water below. Coming up soaked she found herself staring at the smiling and waving duo of Manga and Suzaku, and she even laughed a little in return.

"Manga Fukidashi! His Quirk: Comic! He can materialize onomatopoeia into the real world in the form of giant Japanese kanji. The onomatopoeia is manifested with the same effects as the sound they're based from. This grants Manga excellent versatility as he is given a way to conjure various effects by just spelling the right using Comic too much and in rapid succession will eventually cause Manga's throat to become sore, limiting his actions."

"Okay, gotta keep an eye out for that." She muttered drying her hands and going at the ropes again.

This time she landed beside the sound effect, and smirking continued on past it and onto the alternating Monkey bars. Staring at them she took not of what she had to do. Each handle was fit into a hole and they switched off on each side, missing one almost guaranteed that she would fall.

She also couldn't help but notice that she had lost track of her two opponents. Taking a moment she did some thinking. She could do this the way it was intended, however Vlad had also said they were free to use their quirks, and hers would help a lot in getting through this.

Smirking she held out her hands and allowed them to start expanding until they were giant sized. She placed her hands on either side and used them to get herself across with ease thanks to the increased strength and grip of her enlarged appendages.

"Itsuka Kendo! Her Quirk: Big Fist! Her quirk allows her to enlarge one or both of her hands to enormous sizes. Her hands become gigantic (around three times bigger than her own body) almost immediately. Her physical strength also increases in tandem, giving her a boost in her already considerable power! She is not affected by the increased weight of her gigantified hands. However her hands are still human hands and can be damaged it just takes more than the usual amount of force!"

"Huh, well that was unexpected." Suzaku said as Manga nodded and asked what they did now.

"Guess, we try it the other way." Suzaku said as they stood to either side of the warped wall Kendo was sprinting towards it, hands still giant. They made a move to capture her. She raised her hand and batted them each a side with ease running up the wall reaching for the grip bar!

Then she felt her heart race more, her mouth went dry and her hands suddenly felt cold, a chill ran up her spine as they also began to shrink back to normal size. She was thrown off by all this and began to slide down the wall, looking back she saw Suzaku's hair was standing straight up, and his eyes were glowing red.

"Suzaku Aizawa! His quirk: Fear and Loss! His quirk allows him to cancel other quirk powers and abilities just by looking at opponents, as well as allowing him to instill paralyzing fear in his enemies making some of them too afraid to even move! The downsides are the quirk wears off when he blinks and his eyes will start to dry out with prolonged or rapid use, also while everyone feels fears physical effects, not everyone reacts to fear the same so there's no telling for sure how they'll respond!"

Kendo stared at him in shock as she got closer, he refused to blink pulling out the cuffs that Vlad had given them before the course had started. He was reaching out for her arm when her brain seemed to re engage. She was still afraid, for some reason and she still couldn't activate her quirk, but she was not going down easily!

She spun on her decent tripping up Manga before he could react. She privited from there and sprung at Suzaku who only just managed to dodge.

'Great she attacks when she's scared.' Suzaku thought carefully as she went on a wild and somewhat sloppy offensive that nonetheless kept him on the defense until at last he had to blink. Kendo's senses, but more importantly her quirk returned to her in that instant. She was clearly aware of all this because her hands immediately grew catching him in the ribs before he could use his own quirk again.

He was sent flying and nearly fell off the platform into the water below. Seizing the opportunity Kendo spun on her heel and sprinted up the wall and beyond his sight.

'Damn, she's good.' He thought impressed as he managed to steady himself and went to help Manga to his feet.

By the time they got to a point where they could see her again, Kendo was already using her enlarged limbs to quickly and easily get up the Spider Climber she barely even had to use her legs to keep balance. SHe reached the top and slammed her hand down on the button signaling her successful completion.

She waved down at them and gave them a respectful solute as they nodded back to her in respect.

"Congratulations Kendo! Now, get in here, since you both failed to catch her..Suzaku why don't you go next? Your opponents will be, Pony Tsunotori and Nirengeki Shoda!" Suzaku nodded taking a platform sharing and nod with Manga who wished him luck.

-Suzaku's Run-

He took in a few breaths trying to put himself in a proper mindset for this. He knew Pony's quirk, but the boy with her..Nirengeki his name had been was a wild card. He looked the boy over he was a chubby kid of average height, with short, ice-blue hair and a round face. He had large, wide eyes with small pupils, and looked a little sheepish and apologetic; his eyebrows were somehow pointed upwards.

'Keep focused, stay loose and be ready for anything.' He thought even as the buzzer went off and he jumped into action. He jumped easily between the floating steps and made it to the start of the rope swing. He was about to start on those when one of Pony's horns whizzed towards him forcing him to swing wildly to the side.

It came back around and went after him again, forcing him to keep swinging from side to side and only slowly manage to progress forward. He landed just in time to be forced to dodge the fist of Nirengeki. It grazed his side throwing him off just slightly, he managed to adjust and avoid the boys next hit.

Jumping over him he made his way over to the Alternating Monkey bars and then he felt an impact as though he had been kicked hard in the ribs right where the other boys hand had grazed. Staggering he lost his grip and his balance and plunged over the side and into the water.

Bursting out of the water he stared up at Pony and the other boy confused. 'Neither of them were near me and neither was one of Pony's horns. What the hell was that? Maybe it has something to do with that guys quirk?' He thought as he climbed back to where he had been.

The boy in question smiled at him before he had to start dodging Pony's horns again.

"Nirengeki Shoda! His Quirk: Twin Impact! His quirk allows Nirengeki to, at the site of any initial impact, create a second impact remotely and at his discretion. The second impact will be many times stronger than the initial one! He still has to make contact with his target for this to work though!"

'Okay, so avoid the horns complete the course and completely avoid letting that guy hit me...slightly more challenging than it already was.' He thought before proceeding with the Monkey Bars. These were probably the hardest part of this he mused.

It looked a lot easier than it really was. Swinging from one perch to the other was simple enough, but if he failed to get one bar in at any point he would have to gain enough momentum and reach with one arm to try again. The arm strain was insane, he had nearly made it to the end when Pony's horns came flying at his left arm which was currently the lead arm.

Forced to let go or let the horns drill into his arm, he let go now dangling from one arm he saw Pony as she smiled apologetically and fired another set of horns at him. Thinking fast he activated his quirk he saw Pony freeze up her eyes going wide as her horns began to fall. When they had dropped low enough he let go and jumped from one horn to the next as they fell and managed just barely to land beside Pony before bumping her into the water below.

"Sorry Pony!" He called out deactivating his quirk as he made a sprint towards the warped wall. Nirengeki made to attack him and he activated his quirk again causing him to briefly freeze up. Suzaku flipped over him doing his best to keep his eyes on him.

'Really wish I had my capture weapon.' He thought briefly. He landed and sprinted up the wall and to the very top just as Nirengeki managed to shake off the effects of his quirk. Making a break for the Spider Climber a horn stabbed into his clothes and pinned him to the wall of the Spider Climber.

Managing to just barely glance over his shoulder due to how he was pinned, he saw Pony gliding towards him riding one of her horns. Nirengeki wasn't far behind her riding one of the horns as well.

"Nowhere to run Suzaku!" Pony said triumphantly holding out their set of cuffs and smirking.

"Wonderful." He growled trying to pull one of the horns out, only to find it wouldn't budge. Pony was still compelling the Horn forward, no matter how hard he pulled it was being pushed back. So, he did the only thing that made sense and ripped his gym jacket.

Turning he activated his quirk, Pony and Nirengeki flew forward off her horns. And rolled, taking the chance and refusing to shut his eyes, and give them back their quirks he sprang up arms and legs apart and began to scale the Spider Climber, keeping his eyes downward. However his eyes were starting to dry out. He needed to blink and perhaps more importantly, he needed to look up to see how close he was to the top. Taking in a deep breath he moved a few more feet up and then blinked turning his head up he noticed that he was just beneath the edge near the button.

He heard a sound below him and looked down just in time to see Nirengeki riding up on Pony's horn.

"Got you now!" He said slamming into Suzaku's ribs he gasped it felt like most of the air had been knocked out of him. He had barely had the time to drawn in a breath before a second impact slammed into the same spot. The second impact shot him upward and he felt two of his ribs at least break as he hit the ceiling just above the button as Pony flew up to catch/cuff him.

He reached out towards it as he began to fall; 'Just a little further.' He thought as he fell Pony caught and cuffed him as the buzzer went off signaling the end.

"Sorry about that Suzaku are you okay?" Pony asked as now that the course was done she was worried.

To her surprise he smiled; "Yeah I mean a couple of broken ribs, but otherwise good." He said as Vlad's voice rang out.

"The winner of this run is Suzaku Aizawa!" Pony and Nirengeki gasped in confusion.

"But sir, we caught him doesn't that mean we win?" Pony asked. Vlads voice came on again and they could practically hear his smirk; "You think so but…" He trailed off as a screen showed Suzaku's fall and as he fell past it he just managed to press the button seconds before Pont caught and cuffed him.

"It was my only shot had you guys sent him up with the cuffs that would have been it." Suzaku admitted with a cough.

"Dang it." Pony sighed as she was called to do her run.

"Are you sure going to be okay?" She asked worried as Suzaku nodded; "I'm fine Pony just a rib or two now go kick this courses butt you've got this." He said waving her on she smiled nodding nervously as she was taken to the start line.

"I think her opponents might have this one." Monema said from his seat to Suzaku's right. Suzaku stared at her opponents a boy with long messy grey hair and the oddest tan eyelashes. As he watched that boy became iron. Then there was Kendo who stood beside him ready for anything.

"I'm not so sure about that one actually, they don't exactly have range, or if they do it can't be much." Suzaku said watching as the screen switched to Pony stretching.

"Maybe, but Kendo already proved during your run that if she can get in close she's a dangerous opponent to have, so it may come down to if Pony can avoid her and Tetsutetsu seems to be one for an up close fight as well." Monema pointed out.

"Yeah, but don't underestimate those horns. She did manage to tear through a lot of the robots from the Entrance Exams with them."

"I guess we'll have to wait and see." Monema said.

"You know, you seem a lot more...what's the word I'm looking for here, excepting now than you did before." Suzaku said wincing as Vlad gave him a new jacket to put on.

"Well, you proved that I was wrong about you, no shame in admitting that. Besides it's like Vlad said the real competition is with Class 1A right?" He asked a mad kind of glint in his eyes as Suzaku smiled a bit cautiously and shook his hand.

"Yeah guess so." He shrugged as they turned to watch Pony's run.

-Pony's Run-

Pony was ready, she had this she knew what the Kendo girl could do, but the metal guy wasn't something she knew. Still she could get through this it might be a challenge, but… She paused, a little an idea forming in her mind one so obvious for her situation that she wasn't sure why she hadn't thought of it sooner.

'I can use my quirk any way I see fit right.' She thought smiling widely as the buzzer went off for her to start.

Without hesitation she fired off four horns. Sending three of them at her opponents as they readied themselves to fight them Pony hopped on the fourth one and simply shot forward through the obstacles.

She whizzed past the floating platform, and the ropes as Tetsutetsu and Kendo fought off the other horns trying in vain to get to her through them before she shot past them over the warped wall and then lifted herself up the Spider Climber and tapped the button ending her run.

-Observation Room-

Suzaku was laughing at least briefly before the pain in his ribs made that somewhat difficult as the other students stared stunned at Pony's performance.

"I...but..is that allowed?" Asked a girl with shoulder-length, bob-shaped hair, side swept to her right with some shorter strands hanging above her eyes.

"Of course it is, I said you could use quirks to get through the course after all. She simply took advantage of hers and used the best way she thought of." Vlad shrugged smirking.

Pony came up through the elevator and high fived Suzaku as Tetsutetsu took his place at the start line and Vlad decided on his opponents.

"You were brilliant! Absolutely brilliant." Suzaku said as Pony went just slightly pink, but smiled.

"Thanks! I was hoping that it wouldn't be breaking the rules." She said.

"Nah, Vlad loved it too, you're in the clear at least I think so." Suzaku said with a smile, she nodded and took a seat next to him as they prepared to watch everyone else's runs. Overall the runs went relatively well.

In addition to Kendo, Suzaku and Pony seven other students managed to complete the course while ten others failed to complete it or was captured by their opponents. Everyone got the chance to run the course, and everyone of course got a chance top stop the others

At the end of it all Vlad posted the list of pass and failed students along with their quirks the list of pass and fail students was:

Pass:

Itsuka Kendo- Quirk: Big Fist

Suzaku Aizawa- Quirk: Fear and Loss

Pony Tsunotor- Quirk: Horn Cannon

Ibara Shiozaki- Quirk: Vines

Jurota Shishida- Quirk: Beast

Juzo Honenuki- Quirk: Softening

Setsuna Tokage- Quirk: Lizard Tail Splitter

Reiko Yanagi- Quirk: Poltergeist

Tetsutetsu Tetsutetsu- Quirk: Steel

Kosei Tsuburaba- Quirk: Solid Air

Fail:

Nirengeki Shoda- Quirk: Twin Impact Fail Reason: Capture

Kinoko Komori- Quirk: Mushroom-Fail Reason: Capture

Neito Monoma-Quirk: Copy-Fail Reason: Prevented from Completion

Kojiro Bondo-Quirk: Cemedine-Fail Reason: Prevented from Completion

Hiryu Rin-Quirk: Scales-Fail Reason: Capture

Yui Kodai-Quirk: Size-Fail Reason: Prevented from Completion

Shihai Kuroiro-Quirk: Black-Fail Reason: Capture

Togaru Kamakiri-Quirk: Razor Sharp-Fail Reason: Prevented from Completion

Sen Kaibara-Quirk: Gyrate-Fail Reason: Prevented from Completion

Manga Fukidashi-Quirk: Comic-Fail Reason: Capture

Everyone in the class needless to say was exhausted and in addition to Suzaku's broken ribs, a few others were nursing injuries. Some who had failed were still dripping wet. Vlad stared at them all a proud smile on his face.

"Good work today, all of you even those who didn't pass. You're skill, and quirks as they are, are impressive, but you all have a lot of room for improvement and growth that is what UA is here to do after all. I've taken notes on each of you, I'll hand them out tomorrow. There's a class syllabus waiting on your desks take them and read them over tonight. Those of you that failed I expect you here, one hour before school starts for training. Those that passed you're free to join if you want, but it's not required. Anyone with serious injuries come as see me so I can send you to Recovery Girl for treatment. Other than that you're all dismissed." He said.

They all nodded and headed out, talking amongst each other Suzaku, Monoma, Kosei,and Kinoko were all on the way to the youthful Heroine.

After a short while of the odd group walking in silence Monoma finally spoke: "I still can't believe I failed. I didn't even really get show off my quirk." He sighed rubbing his side and wincing a little.

"Well to be fair, you did get a pretty unlucky draw opponent wise." Kinoko pointed out nursing a broken wrist.

"Yeah you had me and Tetsutetsu. That was probably one of the worst combinations to go up against for someone who's quirk requires physical contact. Sorry about the ribs by the way." Suzaku said awkwardly as he and Tetsutetsu had each landed a kick to Monoma's side simultaneously.

"Injuries are part of this course really, aren't they? Can't be a hero without occasional pain." Kosei said cradling his shoulder.

"Both those things are true, but still I could have put up a better fight." Monoma sighed.

"Yeah, you could have, but we're all here to learn honestly you've got a pretty great quirk. I think your problem is that you don't have a ton of close quarters training or combat training in general to use it at it's best." Suzaku said.

"Yeah?" Monoma asked surprised, most people as he had grown up had told him his quirk was no good, or a pale imitation of other better quirks. This was one of the only times anyone had been positive about it.

"Yeah, I mean look at Kendo, or me for example. Our quirks are only at their best if we learn to use them properly, and can fight at closer range because we can't take down villains without getting in close, and in my case some people attack when they're afraid. You're quirk could be great for confusion and just general combat, if you trained right, imagine taking on someone who keeps shifting through quirks, but if you have no teammates around and you can't manage to get in close then you put yourself at a disadvantage."

Monoma fell silent thinking all this over as they arrived at Recovery Girls office and found a boy with dark green hair getting his finger healed by her. As her lips retracted the boy smiled; "Whoa thanks that feels so much better! But uh suddenly I feel really tired I need a nap." He said yawning.

"My quirk stimulates your ability to heal, but healing takes energy. Not my fault just how the body works! Get too many big injuries your stamina will be shot and you'll die instead of healing! So be careful!" She said cheerily.

"You mean this could kill me!?" He gasped as she gave him a pez candy and nodded before turning to the others and waving him off he thanked her and ran from the room not saying a word.

Recovery Girl looked them over and sighed; "Class 1B, obstacle course right?" She asked and they all nodded.

"The four of you the only serious enough injuries to come see me?" She asked cheerily getting another nod; "Well that's better than last year." She said as Suzaku was the first to be healed.

"How bad was it last year?" Kinoko asked nervously as she was healed.

"It was most of the class. They took things a little too far." She said sounding irritated as they all paled just a bit at the thought.

After they were healed and a bit more tired than before they all changed, and headed to the class. When he was on his way back to the class Suzaku smiled as Pony ran up his bag hanging from a horn floating beside her.

"Thought I would catch you on the way out, maybe we can walk to the station together?" She asked as he took his bag and shook his head.

"Actually I can't at least not today, sorry I came with dad and he said this morning we were going to leave late today." He sighed.

"Oh, so what are you going to do then?" She asked as they walked towards the front door.

"I don't know I guess read over the syllabus try to see if I can think of new gear ideas." He shrugged before there was sound from behind them.

They turned and suddenly Suzaku found someone much too close to him and talking excitedly; "Oh good! You're still here! I thought I was going to have to wait till tomorrow to give you ideas for improvements as well as show some ideas for my super cute babies off that can help!"

Pony and Suzaku taken completely aback didn't know how to respond. Suzaku managed to push the person back and get a good look at her.

She was a reasonably short girl with quite a mature build. She had salmon pink shoulder-length hair, which is was into thick dreadlocks and side swept to her right. Her eyes were wide and sloped upwards with notably long upper eyelashes, their irises yellow with a cross in the center, making them look somewhat like scope lenses.

She was still dressed in a plain black tank top and baggy cargo pants, a jacket tied casually around her waist,with red and gold steampunk goggles on her head. She kept talking and walking forward despite him trying to push her back.

"Okay, hold on! Calm down! Who are you and what are you talking about!?" Suzaku asked.

"Oh right! I suppose I should have introduced myself! I'm Mei Hatsume! The future of support course technology! You're Suzaku Aizawa right!?" She asked completely ignoring Pony.

"Yeah, and this is Pony T.." He started, but Mei cut through his words giving Pony nothing more than a slight wave.

"Right, well I came because the support course was going over the hero courses costumes, and designs today, I saw yours and let me say the schematics your babies are pretty wonderful, but I thought of some improvements and some other gear for you! Power Loader said I would need your approval before I make them given their your babies and all!" She said pulling out some of the schematics he had sent in with his clothing allowance form. He saw that she had made a fair few modification notes.

"See, if you were to install and mount the grapples on your wrists instead of your belt it would give you more mobility with only a minimal loss of range."

"Yeah, I had them like that the trouble was I swung at an angle and picked up a few people and my arm couldn't take the strain and dislocated." He pointed out.

"I thought about it, and that could be solved easily look" She pulled out the schematics for his suit which now had areas circled with notes made in he assumed her hand; "If you were to add some armor and the proper braces in these spots your arms wouldn't have to bare it all on their own."

Suzaku looked her ideas over and his face split into a wide grin, it seemed so simple yet perfect for what he needed.

"What about the launching point for one of my weapons though wouldn't the retraction get in the way?"

"No way! If you run it through here it should work just fine, plus arm mounted means you won't have a big target at the base of your spine for villains to take out." Mei pointed out indicating another area on the suit.

"That, would actually be perfect!" Suzaku said as the two began to rapidly discuss possible improvements to his suit and gear that Mei had wanted to show him, Pony stood off to the side.

There was an odd feeling in the pit of her stomach as she watched them get more and more into their talks.

'Well they're getting along well...and quickly.' She thought noting that while she had seen him happy and excited she hadn't seen him so animated, before now. She cleared her throat and gaining their attention.

"I need to get going, Suzaku if I don't leave soon I'll miss my train." Pony said.

"Oh right, uh Hatsume can I meet you in the support course's studio or would Power Loader not approve of that?" Suzaku asked and Mei waved him off casually.

"Nah it should be fine, mostly maybe I mean he didn't say we couldn't bring hero course students there." She shrugged.

"Alright, I'm going to walk Pony to the gates and then I'll meet you there with my card and everything, so we can get to work." Suzaku said and Mei nodded.

"Sure! Oh our babies are going to turn out great I just know it!" She said before rushing off, either not knowing or not caring how that sounded and leaving Pony and Suzaku a bit red in the face.

"She seems excitable, a little rude and in your face but not too bad." Pony said carefully as they walked to the gates.

"Yeah, she's certainly something. I wonder if everyone in the support course is like that or if it's just her?"

"I don't know, but I suppose we'll find out eventually." Pony shrugged as they made it to the front gate.

"Text me when you get home okay? Just in case never know what might happen." Suzaku said and Pony couldn't help but smile a little that he cared, even though with All Might around their city like any city he visited had seen a drastic drop in crime rate.

"I will. See you tomorrow Suzaku!" She said giving him a brief hug before running off to make sure she got to her train in time.

Once she was too far for him to see Suzaku headed back inside and off to the support courses workshop. That, was where he remained for a few hours, working on his suit with Mei and even helping her with a few of her own inventions or babies as she called them.

Things went well right up until the bit where they blew up a few things by accident and found themselves having to explain to Power Loader and his father and help clean the place up. All in all, Suzaku reflected as he and Mei (who needed a ride home having ignored her train entirely) got into the car with his dad and he watched the sunset while they drove.

'It wasn't all that bad a first day, UA is different, but I think I'm going to like it there.' He thought.

A/N: So that's chapter 3! Yes, a ninja warrior style obstacle course with a few twists thrown in here and there. It seemed fitting for Class 1B, and I had fun writing it. Also, I was at one point going to show all the runs, but some will be shown later in flashbacks and a giant chapter with mostly similar runs, seemed dull when I wrote it out. Also, I introduced Mei! She's going to be fairly important in this story too, plus Mei is awesome!

So please your thoughts in reviews if you would like along with any criticisms or critiques you may have to offer, or questions. I will to each review I get (if any) at the start of the next chapter assuming they are not flames which I will ignore. Alright now I need to go to bed, see you all next chapter! Class 1B's day will pick up a little, and don't worry Class 1A is coming to the story just not yet.