Disclaimer: I don't own either Kamen Rider or D-Frag, just this story and some OOC stuff.

Chapter 1: Den-O's first Ride

Kenji Kazama will be the first to admit that he has not been especially lucky for a while, but this... This was new. "How did this happen?" He thought, trying to remember, making a thought bubble appear. "Let's see... I was heading to aunt Izumi's for my job on my bike." He rubbed his very itchy eyes. "Then a buncha dust came outta no where, then I wound up using a fallen sign as a ramp." He gave a few blinks to clear his vision and looked around at his... Situation, "Which is how I landed in this tree..." He pinched his cheek, just to make sure he wasn't dreaming and gave a depressed sigh.

Luckily a construction site was nearby, so a few workers were there to help. "How'd you even end up there?" One asked, as Kenji climbed down the ladder giving an annoyed sigh.

"Just another day in my life," He remarked scratching his head. "Just bring my bike to my aunt's cafe, it's called Hana Kami, just down that way." The workers nodded, as he checked his phone and realized he was cutting it close, so he ran. "I can make it if I run through the parking garage."

Said teen managed to reach the underpass, only to see three teens trying to mug a man. "Of course." Kenji decided to make this quick. "Hey, assholes, try picking on some who can fight back!" The three looked Kenji, giving the man time to run away. The leader noticed this and glared at Kenji, cracked his knuckles and swaggered over to him the bell on his keys ringing.

"You think you're hot shit, getting in our way!" His thugs circled around, not giving Kenji the chance to run, "Do yourself a favor and give us your money!" Only for Kenji to throw a left hook he barely dodged.

"I'm in a hurry, so move it!" Kenji said, curtly, blocking a punch to the stomach and slam an elbow back at him, making the boss clutch his face and stumble back curse. The thugs quickly dashed in, trying to overwhelm Kenji with numbers. He dashed to his left and tripped one thug and focused on the other, throwing blows and dodging his foes, until the one he tripped got up, forced into a Full Nelson and turned him to his crew.

"Should of just gave it up dumb ass." The leader snarked with a smirk, as he and his partner started furiosly beat Kenji, both getting more and more furious as Kenji failed to fall. "Why. *WHAM* Ain't. *WHAM* You! *WHAM* GOING!-" Kenji quickly jumped up nailing the thug in front with both feet and used the force to flip over the one behind him and making take a punch in between the eyes.

Kenji finished this by leaping forward and slammed his into the boss' head followed by a fierce kick that broke the chain holding the bell. "That all ya got?" He said, giving a smirk while trying to ignore the pain. When he didn't get answer he tried to walk away, only to trip over his own feet and landed on a grate. "Of course." He thought as he got up, dust himself and getting a massive amount of dust off him. "Gonna need a shower after this." He huffed, but then noticed a small black rectangle partially covered by the sand.

He decided to take it to a police station after work, but took the time to look it over as he walked. "It's like a Suica pass." He also noticed that it could be opened up, showing a symbol that looked like a fusion of a silver G and circle, a clear glass-like opening on the side where a flip phone's screen would be and and noted he could slide something in it. Kenji reliezed he was in front of Hana Kami *THUMP* by bumping into the front door.

*RING-RING* "Oh, Ken-Chan." Kenji stopped rubbing his forehead to look at his aunt. She did not look like a 36 year-old, barely coming up to Kenji's shoulders, she had a wrinkle free face with soft gold eyes, soft and straight short blonde gray-free hair. She wore a simple white short-sleeved shirt, knee-length skirt and flat brown shoes. The only things that showed her age were her D-cup chest and her child-bearing hips.

"Aunt Izu, I told you to stop calling me that, I'm 16." He scoffed, entering the cafe and walking to the kitchen. "And sorry I'm late, some jerks were in my way."

"Ken-Chan, you can't just hurt others just cause their in your way." Izumi scolded, as Kenji washed his hand, barely paying attention to her.

"Yeah, yeah, yeah." *RING-RING* Izumi decided to put the lecture on hold and welcome the customers, who were the men that helped Kenji and brought his bike with them. After a simple work day, the cafe served its last guest Kenji remembered the black rectangle he found. "Aunt Izu, I'm head to the police station to turn something in."

Kenji didn't bother waiting for an answer, going out getting on his bike and riding away. As he rode, a girl appeared at the under pass searching for something and found a silver key chain with a matching bell and a pink sea shell.

The lead thug and his crew were under a tree in a park, with him pulling out his pockets. "Damn it, where'd it go?" He asked in a worried tone.

"What's up, Testuo?" His thugs asked in sync.

"My key chain, I think I dropped back at the underpass after that jerk off beat us up." He explained, getting up. "Don't bother waiting up." He ran to the under pass, missing the girl and his chain. "Seriously, did someone take it?" He was getting even more worried, when suddenly he was hit by golden ball of light, causing a bunch of sand to fall off him. "What the-"? His question was cut short when the sand started to take form.

"Human, what is your wish?" The creature spoke in a reverberating male voice. It was gray and looked like a monstrous hybrid between man and bat with a strange distortion in reality making it. "I ask again, what is your wish, speak and I will grant it in exchange for one thing..." he spoke moving forward with its legs imitating a walk.

Kenji reached the police station and chained his bike to a nearby fence. He wanted to get this over with quick, only when he opened the door he wound in a desert-like area. He looked around incredibly confused and saw the door he came just floating there, not held by any walls and the people out there ignoring the scene.

He thought of all the reasons he was seeing this and thought he was knocked out on his way to the station. He started to leave only to feel the ground rumble and hear a train horn blow. At that a train drove in, its tracks forming from nothing and stopping in front of him, making him even more confused.

Kenji gave himself a pinch, just to make sure this wasn't the weirdest dream he had. Just then the door opened a black haired woman with a pink stripe, in a white stewardess outfit with black and red leather gloves gloves and shoes with arrows on her leggings, holding a coffee cup and plate. "Would you like some coffee?" Kenji just nodded dumbly, took the cup, walked out and closed the door.

It was only after the first sip, did everything hit him. "What the fuck...?" He thought, incredulous. "That made the Gaming Club (temp.) look normal!" He quickly chugged the drink, left it on the ground and decided to go home immediately to forget this. He went to his bike, not seeing a ball of golden light fly twoards him and enter his back, making a ton of sand appear and take form.

This new creature was also grey, but looked more like a japanese oni with two horns, armor with spiked pauldrons and black lines and a maw full of fangs. "Tell me your wish." He spoke in an equally echoing voice, only to be run over by Kenji, who just wanted to go home, but he didn't let that stop him and followed.

Kenji rode down the bike lane felling some in his back pocket, slowing down and checked to find the rectangle. "Oh, right, you." Kenji thought about turning back, when he heard a train horn. "I'm nowhere near train tracks." when suddenly the train from before drive up making him double take, then did it again, when the door opened showing a girl his age with long brown hair, white blouse, black skirt and shoes with complete with stockings.

"Hey, did you pick up a pass?" She asked, ignoring the looks Kenji and passerby's were giving her. "It's a black case pass that opens up."

"WHAT THE HELL'S GOING ON TODAY!" Kenji yelled in confusion and frustration.

"Please, it's really important to me." She tried to explain, only for Kenji to turn right to get away from the crazy train, not noticing the dust coming off him, but the girl did, before the train and her vanished. Kenji stopped at a parking garage, trying to process just what was going on. When the two from before, walked up to him.

"Hey, asshole, ya got Tetsuo's key chain on ya?" One asked, jerking his thumb behind him to his boss, who had a bit of sand coming off his back. Kenji just gave an annoyed look.

"No, I don't, 'sides I got enough trouble already." He snarked before riding away, as the two tried to chase after him. Kenji hoped this day would on a boring note. "Seriously, first the tree, then them and that train, am I cursed or what?!" He thought before hearing a voice echo in his head.

"That's right... you are cursed... BY ME!" The voice suddenly yelled making Kanji swerve out of control, hit a bench, launching him into a group of four thugs, knocking one over.

"Ass hat!" His buddy yelled, picking Kenji up and decking him in the face and onto the ground. To make matters worse the two caught up."The fuck are you?" He asked, smugly.

"We're here to get this bastard to tell us where Tetsou's key chain is." The thug said, ending with a kick to Kanji's stomach. Kenji tried to get up and run only to get grabbed and punched down again.

"Oh an ass hat and a thief?" The new punk snarked, kicking Kenji in the face so hard his lip got cut. Kenji threw a punch, but was so dazed that he missed by a mile and got kneed in the stomach for trying.

"Now this won't do." The voice said, in an annoyed tone. Kenji thought the blows to the head made him hear things, that is, until felt a burst of strength and his arms moved by themselves to block a kick. "Can't have my meal ticket in the hospital or worse." Kenji's body tossed the attacker into the air and onto a tree shocking everyone, Kenji included.

"Satoshi!" His friend yelled out, while Kenji was freaking out. "What the hell... WHAT THE HELL?!" Kenji thought, as his body stood up, stretched out some kinks and some sand, before giving an evil smirk. The spikes in his hair slicked themselves back and gained a red streak to match his new eyes and his body grew muscles that strained his clothes.

"Ore... Sanjou..." He said, not seeing the girl come in from a distance.

"I knew it, he's been possessed by an Imagin." She thought, as the body spoke like the creature.

"This boy is my contract holder, so I won't just stand by while ya beat him any further." The thugs were getting more and more freaked out. They thought about running when the body started walking. "Listen, I don't do warning shots." They started to get a cold sweat. "From start to finish... I go all out with an all round climax, so say your prayers." He finished as one thug got so scared he tried to him with a cheap shot, only to get smacked aside.

The body chuckled evilly, walked to a metal fence and ripped a piece out to use as a club, but when he turned the thugs were all gone. The body clicked his tongue in annoyance before seeing the girl walk towards him. "Who are you?" He growled, annoyed that his fun was cut short, only to get slapped in the face. He didn't feel it, but the fact that someone tried to hurt his contract holder was reason enough to swing his club.

The girl easily dodged the attack, which hit a fence with enough force to bend it. The body chased after her, dashing and swinging with a deranged smile on Kenji's face. He quickly swung down, with the girl noticing that the attack had less ferocity to it. When suddenly the body swung up, sending dirt in the girls eyes and followed up by sweep kicking her legs.

"Now, time to try my new hissatsu attack." He grinned, holding his club high and charged it with red energy. "Hissatsu smash!"

"That's enough!" Kenji yelled in his mind and forced his arm to miss, hitting the concrete next to her, with enough force to create a large hole. "What are you?" Kenji asked the creature, but was ignored.

"Don't stop me at the good part!" He snapped, trying to move Kenji's arm, as the girl cleared her vision.

"You're using my body like a puppet, if anything you should GET OUT!" Kenji's mind roared as his body dropped the club and clutched his head as his hair and eyes returned to normal.

"You suppressed it?" The girl asked in shock.

"Suppressed what?" Kenji asked, looking at his hands in fear, breathing heavily.

"That's what I want to know as well." The Imagin asked, leaving Kenji's body and taking its own form. Kenji was so shocked he stumbled back, while the girl just stood up and dusted herself off. "What a strange guy." He said, scratching one leg with the other. "Oh well, I'll just get this over with." The creature cleared his throat. "Tell me your wish, all I ask is-" He didn't get to finish as Kenji ran away. "Oi!" The creature and the girl followed.

Kenji didn't care where he ran, he just needed to get away from them. Thugs, weird clubs and their baggage, he could handle, reality bending trains and killer sand monster possessing him crossed SEVERAL lines. He looked back to make sure he lost them *CLUNK* And hit a metal warehouse. *THUD* He writhed on the ground for a while before hearing the creature 'walk' towards him.

"You ain't dead, are ya 'cause finding another contract holder will take time I don't have." The Imagin asked, getting a scared yelp.

"Evil spirit, begone!" Kenji chanted repeatedly, annoying the creature.

"Who's an evil spirit, dumb ass?!"

"It's not an evil spirit." The girl said, walking in. "It's an Imagin."

"A what?"

"A creature that distorts time to suit it, who ever they posses cannot resist, but you're special." She explained, walking closer."You are a Singularity Point."

"Again, what?" Kenji got even more confused but the Imagin knew what that meant.

"For real?!" He asked. "Of all the rotten luck!"

"Please, I need your help." The girl pleaded. "Please become Den-O." Kenji was so lost, he forgot where the starting point even was. Not helping matters was Tetsuo stumbling in.

"Give it back." He said, a dazed look on his face.

"Oh, no..." The girl said, quickly searching Kenji for the pass holder. He was about to ask why, when he saw sand coming off Tetsuo.

"Give it back." He said again, as the sand exploded out of him and formed the Imagin that met him, this time he had a proper body colored navy blue with black wings, while Tetsuo passed out and slumped to the ground.

"Another monster?!" Kenji yelled, as the girl found what she was looking for and tried to shove in his hands.

"A Singularity Point?" The Bat Imagin wondered aloud, before rushing forward. "You must die!"

"No, you don't, you bastard!" The other Imagin roared and rushed to stop him, only to be dusted. Kenji and the girl managed to dodge Bat's attack, Kenji thought about running again, but couldn't leave the girl behind and alone, but the girl ran to him handing him the pass.

"Quick use this to Henshin and fight." She explained, forcing it into Kenji's hands, Only for Bat to launch a sonic blast that sent them flying. That was the last straw for Kenji, who forced himself up, his ears still ringing.

"Oi!" He snarled, keeping himself steady. "You're gonna tell me what's going on after this, right?" The girl gave a nod and grunt to that. "All right, I'll hold you to that." He held the pass in front of him and roared. "Henshin!" At that an unbuckled silver and black belt with the same symbol as the pass on the the buckle , one red button and three grey buttons, a holster for the pass and four metallic parts near his thighs appeared. Kenji quickly buckled it and, hoping that it worked like a card reader, swiped the pass on the symbol and holstered it.

"BRAWL FORM." The belt said in a mechanical monotone forming black and silver leather-like material and summoning deep orange armor. The armor and helmet looked metallic, with parallel silver railroads on the chest and one track on his head, just then a train horn blared as a black visor with silver horns and matching gauntlets flew through the air on glowing gold tracks. They quickly separated and connected to their respective parts with the visor grinding to a stop turning the track gold with an orange gem.

~SONG: DOUBLE-ACTION BRAWL FORM~ (A/N: Insert punk rock song)

Den-O felt his new power and it was incredible like he could take on an army and win. "All right, Batsy, let's see you handle Kamen Rider Den-O!" He roared, as the girl ran to safety. Bat flew forward, claws at the ready with Den-O rushing as well, surprised at his new speed. The two clashed with Den-O's punch sending Bat flying back, but he quickly recovered and flew up, sending sonic blasts at our hero, forcing him into a warehouse.

Bat flew around, ready to launch a sonic blast, but when he got close enough Den-O leaped through the roof and tackled him, throwing punch after punch to whatever he could hit ending with a ferocious punch to his face, sending both down to the ground, cracking it. Den-O grabbed Bat by the throat and tossed him through a wall and into the warehouse.

"Not so tough when some one can fight back, huh?" He snarked, before Bat launched a sonic blast. Though Den-O was tough enough to power through it, the sound still hurt his ears. Bat took his chance to fly towards him, grabbing him by the throat and smashing through the roof, followed by a point blank sonic blast and slammed him back down.

Den-O had to admit fiction made these fights look a lot easier, it was then he realized that he might have a Finishing Move like them. He got back up and waited for his chance. Bat flew in and, with a flip, tried to drop kick him only to be blocked and hit with an uppercut to the spine followed by getting grabbed by the ankle, slammed down and tossed into a girder with enough force to bend it.

Den-O grabbed his pass and scanned it getting the belt to say "FULL CHARGE" and felt a surge of power flow into his right arm. He holstered it and rushed at Bat, who tried to get back up only to come face to face with Den-O, who named his attack.

"Giga Break!" He roared, punching through Bat, the girder and causing an explosion that shattered the ground. Den-O felt proud of himself, until looked around and saw the damage the fight caused. He rubbed his helmet and was really glad no one- "Wait, where's the girl and the other... Imagin?" He thought, before his vision started getting blurry. "Must've pushed myself to hard." His armor dismissed itself before he fell back, just as the girl and Imagin arrived.

"That was impressive." The Imagin said in a proud tone. "Next let me in on the fun." He laughed, getting an annoyed look from the humans.

"Let me ask once more, please, help me as Den-O." The girl asked, stretching out a hand to help Kenji.

"All right, something tells me there's more where they came from." He said, taking her hand and getting up. Just then they heard a musical chime that surrounded them, at that the strange train appeared and pulled up next to them, opening a door and deploying stairs. "I'm so outta it, I can't even faint." Kenji remarked as the three climbed in. However, they didn't see Tetsuo get up and stumble away as Bat slowly reformed.