Hey all. I'm back again. I apologise if the format for this chapter looks a little different, it's just because I'm using a different word processor.

I'd like to clarify a couple of things before we get going, though. Some people that I've spoken to have asked me to be a little more specific about certain "visual" aspects of this story, so here's a brief rundown of the important stuff to help you envision this properly.

- I based the commercial district on Sonic Unleashed's Apotos hubworld, so the two look very similar.

- Jill's appearance here is practically identical to her Marvel vs. Capcom 2 appearance.

- Zero is currently in his Megaman Zero incarnation.

- Iori's physical appearance has never changed, so don't worry too much about that, but for now he's still wearing his classic outfit as opposed to his KoF XII redesign. For the record, he still has his powers.

Oh, and if you're looking for the disclaimer, check one of the earlier chapters. It's no fun to re-type it every chapter.


Zero had no idea where he was. He could remember falling asleep in his room....but how had he gotten from there to wherever this was? And how had his armour repaired itself and attached itself to him? Shaking his head to clear the cobwebs, he took a proper look at his surroundings. It appeared to be some kind of hallway, if the ever-flickering lights over his head were any indication. A quick check in both directions revealed nothing more than more corridors. After hesitating for a brief moment, he decided that standing around pondering his options would get him nowhere, so he picked a direction at random and started walking.

The hallways were like a maze, and Zero had long since lost track of how long he'd been wandering them. A part of his mind told him that these hallways were familiar to him, but he couldn't remember anything about them. It seemed like the scenery was becoming more rundown as he proceeded. He'd noticed crumbling walls and patches of rust as he walked, but now it was getting to the point where the entirety of each hall was just a never-ending sea of dirt and decay. His wanderings stopped abruptly as he came across a large door, with a faded emblem on it, it looked like a letter from the Greek alphabet, but his mind couldn't focus, so he dismissed it and with no small amount of effort forced the door open and stepped out into what may have once been a command room or meeting hall, judging from the size. The room was just as decrepit as the preceding corridors. Parts of the ceiling had collapsed and he could see stars twinkling through the gaps in the roof. He paused briefly to stare at the sky, glad to be free of the oppressive atmosphere. It was then that something moved in the rubble at the far end of the room. The movement would have been almost imperceptible to anyone else, but his honed combat senses allowed him to pick up on it, and he cautiously advanced to investigate it.

A piece of the ceiling appeared to have collapsed, if the pile of wreckage was an indication, but that wasn't the focus of Zero's attention. Instead, he'd picked up on the gloved hand poking out from the debris, or more accurately, the still-twitching fingers attached to that gloved hand. After a brief check of the area to confirm that no threats were present, he set about clearing the rubble away to try and uncover the person buried underneath it, and eventually found himself staring into the dead, sightless eyes of a face that was both hauntingly familiar and strangely alien.

It was a girl, a Reploid like himself, dressed primarily in red and blue, though the colours had faded with age and decay. A large mass of brown hair was splayed out underneath her, matted in places with large patches of dried coolant and moisture, and there was a fist-sized hole in her chest, right where her fuel regulation unit should have been located. Zero pondered over the wound for a few moments, wondering what caused the damage, then dismissed it and moved his gaze to study her face. Almost immediately upon doing so, however, his mind screamed at him and he was forced to put his hands to head as wave after wave of memories assaulted him, each one of the girl and…him? Was he looking through his own eyes? Was this his past?

Shaking his head to try and regain his focus, he stared down at the girl. He knew her, his mind was telling him. But where did he know her from? What was her name? Those memories danced close to his grasp and then flitted away when he reached for them and he decided to dismiss them until he a quiet moment to think properly. Reaching the conclusion that the twitching of the girls fingers was due to a severed connection somewhere in her motor network, he reached down to close her eyes and froze in place when they moved. Somehow, they'd shifted during his musings and were now making contact with his own, at least he thought so. They seemed to staring through him at the starry sky over his head, but somehow he knew that wasn't the case.

Even as he watched in silent panic, her lips moved, forming a soundless word over and over. Zero stiffened as he recognised the motions.

"Zero. She's mouthing my name. What…"

His thoughts were swiftly derailed when he felt something clamp around his wrist. Unable to move his body, his eyes flickered downwards and his panic meter went up another notch. The thing around his wrist was her hand. For someone unaccustomed to feeling fear, the terror welling up in Zero was paralytic in its intensity, his mental functions had all but shut down and his mind was screaming at him to just get away from the thing, this wraith from his forgotten past and never stop running.

So when the girl yanked his wrist and pulled him over to press her icy lips against his, he couldn't even scream…


Zero bolted upright so quickly that he narrowly avoided decapitating himself on the top of his recharge bed. It finished its silent ascent into the ceiling and settled into place with a mechanical thunk, leaving the blonde alone with his thoughts.

Swallowing heavily, he forced himself to calm down and attempted to rationalise what he'd just seen.

"It was a nightmare. Nothing more."

"But then why did it seem so real? And why were you so afraid, hm?" His mind responded.

Grimacing, he brushed those thoughts aside and set about cleaning and polishing his equipment before changing into his everyday clothes. Pausing briefly while he finished buttoning his shirt, his eyes settled on the battered chest-protector still laid on the cabinet, and he allowed himself a barely-there smile.

"Who knew humans could have this much power? It seems this will be more interesting than I first thought. First thing's first thought, I need to find a repair shop and get this fixed before the next training session…"

On that note, he grabbed the item in need of repairs and left his room. The main area of his team's quarters was quiet. Iori's door was wide open and he was nowhere to be seen, and Jill appeared to be catching a nap on the couch, an ice pack resting underneath where she'd hit her head the previous day. Deciding against waking her, Zero moved towards the door to the elevator, but stopped when she called to him.

"Going somewhere?"

Zero turned to face her. She'd opened one eye and was wearing a tired smile. He nodded in response to the question.

"Yes. There are some things I need to do today. I'll be back in time for the training session though."

Jill closed her eyes again.

"Alright. I might not make it this time. You got me good yesterday, but I should be fine tomorrow. If I'm not there, you're in charge in my stead, assuming Iori turns up. If he doesn't, feel free to do some solo training if you want."

Zero breathed a mental sigh of relief after she'd finished speaking. It would be an exceptionally poor performance to take your own captain out of the tournament before it had even started. Nodding again, he turned back towards the door and pressed the recall button for the elevator.

"Very well. Then I will see you later."

The weather was as pleasant as the day before, and Zero took the time to appreciate the sunshine as the elevator continued its descent to the ground. He didn't really have plans for the day besides getting his gear repaired, so he supposed he'd just find a bench somewhere and wait until something came up.

The sunshine was warm and the breeze pleasantly cool as Zero strode through the commercial district looking for a repair shop, and the streets were already full of people going about their daily business, so it wasn't too difficult to make some inquiries about the various services available in the area and eventually Zero found himself outside a shop just off of the main plaza. The sign above the entrance read "Angel's Forge" with a picture of the titular heavenly entity sat on an anvil with a pair of tongs in her hand and a wide grin on her face. Stepping inside, his went momentarily blind as his eyes adjusted to the relative darkness of the shop interior. Though he couldn't see, his could certainly hear the argument that a customer was apparently having with the owner of the establishment. The person with a grievance was apparently male, and he didn't sound particularly happy.

"C'mon! Can't you do that just once? I thought I was one of your best customers!"

There was an exasperated sigh. A woman, if Zero was hearing things correctly.

"Travis, you ARE one of my best customers, but that doesn't mean I can just GIVE you high-end equipment for free. You have to pay like everyone else."

The man swore, and as Zero's eyes finally refocused, he caught a glimpse of a young man in a red leather jacket and orange tinted-sunglasses passing him with a scowl on his face. The woman sighed again.

"He's so awkward. Sometimes I think he does this to me on purpose…"

She trailed off as she noticed Zero heading towards her.

"Oh, hey. Can I help you?"

Zero nodded and held out his chest-protector.

"Yes. I was told this was the best place to come to for repairs and was wondering whether or not you could do anything with this."

She accepted the item from him, and Zero noted with some curiosity that the hand she accepted it with was actually a mechanical claw, and that upon closer inspection her entire right arm was mechanical. She studied the item thoughtfully, and then raised her head to look Zero in the eye. She was about the same height as him, and wore a battered pair of green trousers and a yellow and grey shirt that exposed her midriff. Her other hand was covered in a thick work glove. A welder's mask, currently flipped up, adorned her forehead, and the lower half of her face was hidden behind some kind of faceplate. Despite that, her eyes were a brilliant cerulean colour and shone warmly in the dim light of the room. Zero was forced to second-guess calling her a woman. If the pitch of her voice was any indication she couldn't be older than Jill. Part of him wondered what had happened to necessitate the claw-arm, but he dismissed those thoughts and waited for her to finish.

"Yeah, I can probably fix this. Can I ask how it happened?"

Zero blinked.

"It happened during a sparring match."

The girl laughed and wagged a disapproving finger.

"I guess that means you're participating in the tournament then? You should be more careful. If stuff like this happens before the fighting even starts you'll have no chance once things get serious. I mean, I can fix this, but it still speaks of carelessness on your part."

Zero's lips twitched.

"Thank you. I appreciate the help. How much will these repairs cost?"

The girl laughed again. Apparently being in near-constant good-humour was part of her personality.

"Don't worry about paying me for this; just promise me you'll be a repeat customer in the future." Seeing Zero nod in response, she extended her gloved hand. "Name's Angel Forge, it's nice to meetcha."

Zero returned the handshake.

"Zero, likewise."

Angel's eyes smiled at him, seeing as how her mouth was unable to.

"Okay then, Zero. Come back in a couple hours and I should have this as good as new for ya."

Zero nodded and headed for the door.

"Very well. And thanks."

"No problem."

The news that he'd be getting his gear repaired free of charge was a surprising comfort to Zero. While he did carry money around with him, he disliked having to spend it. Ciel had once told him that she'd never met anybody so tight with their money, and he'd been unsure of how to react to the news that he was a miser. He'd heard of a character from decades-old literature that was exceptionally tight with his money, but he didn't think he was that bad in comparison to some people. He only spent when it was a necessity, and he happy to save in every other situation.

So wrapped up was he in his reminiscing that he failed to notice the girl heading the other way until they'd collided. She was yelling at him before he'd even stood up.

"HEY! Watch where you're going, you jerk! Don't you know it's rude to walk into someone while they're eating? Didn't anyone ever teach you…any…?"

She trailed off when he stood and she got a good look at his back. He heard a single word leave her mouth as he dusted himself off.

"Giro…?"

He turned to face her and was surprised to see how similarly they were dressed. Both wore a black under-suit, but where he wore a long-sleeved red shirt and a pair of white trousers, she wore a pair of white shorts and a blue half-shirt similar to his chest protector. Her hair was a dark-brown colour and cut short, with several messy-looking strands draped over her forehead, and her emerald eyes were currently veiled behind a wall of impending tears. When she made eye contact with him, however they disappeared almost as quickly as they'd arrived. And an embarrassed blush sprung onto her cheeks.

"Sorry about that. You reminded me of someone I know."

Zero inclined his head in apology.

"Not a problem. My apologies for running into you."

He turned to walk away when he heard a dismayed squawk from the girl. Looking over his shoulder, he saw her staring down at what may have once been a burger of some kind, the veil of tears having reappeared in the meantime.

"That….that was my LUNCH….and I'm broke…"

Zero sighed and checked his watch. It wasn't any of his business, but he couldn't in good conscience leave the girl in this state. And it WAS almost midday. Running a hand through his hair, he turned to face her again.

"Hey…ah…I was about to go for some lunch. Would you…like to join me?"

At almost the same instant those words left his mouth, the girl's expression brightened and he found himself in a bone-crushing hug while the girl repeatedly thanked him for his generosity. Luckily he already had an idea of where to go. He'd seen a hotdog stand in the main plaza.

Zero collapsed onto the bench, grateful for the rest. Had he known that the hotdog stand he'd seen had belonged to Don Fachio's he'd have never given them his business. The demented owner of the place had refused to serve him until he'd run several laps of the Commercial District in under 3 minutes. His wallet was also considerably lighter. Apparently the girl's appetite was larger than her slim frame would suggest, and she'd ordered practically the entire contents of the stall.

"Still," he reflected "it feels nice to help someone in need. Seems I've made another new friend."

The girl turned towards him and grinned. She said something to him through a mouthful of hotdog and he responded with a raised eyebrow to indicate that he hadn't understood a word of it. Her expression turned sheepish for a second before she swallowed.

"I said "Thanks, this is really good!". You're not so bad after all. Sorry for yelling at you earlier."

Zero shook his head. "No need to apologise. I'm the one who should be sorry for ruining your lunch."

She grinned again.

"Hey, buying me all this stuff was apology enough. I guess we're friends now, so you can call me Aile."

Zero didn't understand her logic, but decided not to make anything of it.

"My name is Zero. Nice to meet you, Aile."

The two spent the majority of the afternoon talking. (Well, to be more accurate, Aile spent the majority of the afternoon talking.) Zero learnt a lot from the conversation, things like the fact that she worked for a courier service and had grown up hearing stories of a legendary swordsman clad in red who could defeat entire armies by himself. Eventually, Aile glanced at her watch, panicked and ran off. Zero guessed she was meant to be working while she was talking with him. Checking the time himself, he noted with some amusement that it was already late afternoon, so he headed back to Angel's Forge to grab his gear and headed back to his room to prepare for the training session. Jill was still asleep on the couch when he returned and hadn't moved an inch when he left, so all that remained was to wait and see if his other team-mate would show up to practice.


Much to his surprise, Iori did actually wander over towards him, even if it was 15 minutes after the training was supposed to have begun. Zero chose not to call the redhead out on his lateness, and instead waited for him to speak. Iori looked around disinterestedly and then stared down at Zero.

"So. Where is she?"

Looking up into Iori's face was hurting Zero's neck, so he levelled his gaze at the man's abdomen.

"The captain was injured in yesterday's training session and is therefore unable to attend today. I'm in charge in her stead. Any objections?"

Iori shrugged.

"Whatever. Let's just get this over with."

And so it was that Zero found himself in the barren gun-metal grey training room for the second time in as many days, with the key difference being his opponent. Iori hadn't had any particular preferences when it came to the setting, so Zero had simply left it bare and started the countdown. He'd told Iori about the "no fatal or crippling injuries" rule but had left out everything else as the redhead probably wouldn't obey them in the best of circumstances, and he didn't seem to be in a good mood today anyway. He snapped out of his musings and focused entirely on his opponent as the countdown began.

"3…2…1…ENGAGE!"

Zero was, unlike the previous day, the first to spring into action. Drawing his Buster the minute the countdown finished he launched a half-charged shot at his opponent, intending to rush in and capitalise on the opening created when Iori blocked or dodged it. He didn't expect Iori to just lazily wave a hand in front of him and vaporise the bullet in mid-air with a wave of purple fire. Zero, temporarily at a loss at the sight, hopped backwards to try and put some more space between them, his mind already at work trying to find ways around this form of defence.

"A human, emitting flames? Fascinating…but, now isn't the time to be amazed. I should think with a defence like that those flames aren't very useful in close-quarters.."

He was jarred from his mental wanderings when another jet of purple flames erupted from Iori's fingertips and snaked along the floor towards him. Holstering his Buster and activating the Z-Knuckle, Zero sidestepped the incoming projectile and shot towards Iori, leaping into the air and twisting his body in one fluid motion to deliver a mid-air axe-kick to his opponent. Iori raised his arms to block it, and Zero was again surprised when Iori actually managed to hold his ground. Flipping back onto the ground from the point of impact, Zero dashed inwards again with a right hook. The blow missed, and he was forced to throw himself backwards as Iori's fingers raked through the air mere centimetres from his face. Iori had apparently anticipated the dodge, and as Zero recovered his bearings, Iori leapt forwards and slammed a hand into the back of Zero's head, forcing the blonde into the floor with a loud crack.

Pushing himself off the ground, Zero narrowly avoided Iori's boot as it slammed into the floor where his head had been moments ago. Having reached the conclusion that hand-to-hand combat was a mistake, he switched to the Triple Rod and decided to engage Iori in a little spear-play. While initially surprised at Iori's method of using his fingernails as claws, he found that the redhead was unable to get around the reach of the pole, and didn't have enough time to conjure the flames he used as both a weapon and shield.

Iori was growing frustrated. He couldn't land any noteworthy hits on the blonde pest, while he'd suffered several nasty cuts and a large bruise on his shoulder from that damn spear. Focusing his powers briefly, the ground around him erupted in flames, and as expected Zero hopped into the air to avoid. Unaware of the slasher-smile now decorating his face, Iori swept a hand upwards and watched with satisfaction as the flames convalesced, forming a pillar of fire that shot upwards and caught the red-armoured nuisance square in the chest, propelling him into the highest far corner of the room and pinning him there until there energy depleted and they vanished in a shower of sparks. Advancing a little more cautiously than before, Iori grinned. The fight would soon be over.

Zero was amazed at how well the human was holding up. Between desperate gasps for air, his thoughts turned to how he could end this fight without using up all of his energy. His chest-protector, though scorched, hadn't sustained any major damage from Iori's last attack, and the burns on his face were minor at best and would disappear with a night in the repair capsule. As he watched Iori slowly heading towards him, inspiration struck. Thankful that he'd managed to keep his grip on the Triple Rod, Zero split into the twin Recoil Rods and activated his Thunder Chip. Dropping from his position near the ceiling, he shot across the floor, heading towards his opponent. Iori hadn't expected Zero to come in so low, and so couldn't block the vicious boot to the chin that propelled him upwards. He slammed into the ceiling and let out an involuntary gasp as the impact jarred his spine. Zero meanwhile had kept going to the other end of the room and had jumped up the wall. Embedding one of the rods into the wall at an angle, he released the energy that had been building in it and fired himself at the ceiling just as Iori peeled off and fell. Twisting in midair, he landed feet-first on the ceiling and kicked off with all of his remaining strength, the unused Recoil Rod now white-hot and crackling with electricity. He hadn't expected to use any of his finishing moves before the tournament officially started, but it seemed that Iori wouldn't be put down by conventional methods. Rocketing towards Iori's still descending form, he extended the remaining Recoil Rod, jammed it into the base of Iori's spine and released. There was a sound like a thunderclap and Iori hit the ground so hard he actually managed to dent the reinforced metal. Zero landed shortly afterwards and sank to his knees from exhaustion. Steeling himself, he drew his Saber, dragged himself over to Iori's still convulsing body and levelled the tip at his throat. Iori glared at him with defiant eyes, but managed to choke out "You win."

Jill was sat watching the television when the elevator doors slid open. Iori hobbled past, looking like he'd been hit simultaneously by a truck and a bolt of lightning, and slammed his door shut without a word. Zero followed soon after. Jill stared dumbstruck at the burns that coated his body and managed to mouth "What happened?"

Zero gave her a tired smile.

"I'm glad he's on our side."

Before Jill could ask him to elaborate, he'd staggered into his room and shut the door. She blinked. Something told her she was better off not knowing.


And that's it for this chapter. My apologies again for the fight scene. I'm still learning. I have to say it's hard to keep Zero in-character because he doesn't really have a character, so hopefully everyone's fine with my portrayal of him.

Bonus points to anyone who can name the games that the three new characters in this chapter are from.

Iori's first Downtime chapter is next.

Don't forget to leave a review, I can't improve without them!