Rider could be considered by some as one of the weaker Servants in this war. The truth was however, that she really just had bad circumstances that labeled her as weak. As really, Rider is actually far from weak and held impressive capability.

Unfortunately, Rider had been robbed of her former Master and given to an inept one. Who's reserves of mana were so meager, that the Servant's parameters actually dropped down. Not to mention that whenever she fought, it was in areas not fully suited towards her skills. Plus the other Servants also held certain advantages against her thus why Rider was labeled as weak originally.

With a huge area to fight in and being boosted by the mana of an actual competent magus however, things changed.

"Gah! Woah there! Hold up!" Rider ignored the words of the Saber, and while reluctant fought on as per her Command from her new Master. Using the space around them to gain solid ground while attacking with her chains and nails against Saber, not giving her time to swing those blades in precision. It helped that Saber, while still dangerous, didn't appear to be at full strength for some reason.

Meaning Rider can take advantage of that weakness here and now. Striking quickly while Saber could only barley block and parry them. The battle with Berserker having tired Musashi out more than she liked, and while still very fast isn't capable of her former speeds. As such, Musashi is on the defensive.

However at the very least she had a chance to win, and is more than capable of defending herself. Because the others were not as lucky.

"Hehehe." A laughter that came from 'Ozpin', or Zouken Matou now, looked at the three before him.

The sniveling coward Shinji.

The Emiya boy who was useless.

The meat puppet destined to die.

"A shame." Zouken whispered as the three all looked worried to varying degrees. "So this is who I have against me. People not even worth my time."

"I'd rethink that line Matou." Illya stepped forward, looking displeased at Zouken. "Or should I call you, Zolgen Makiri?" Shirou and Shinji then looked confused, Zouken however didn't.

"Ah yes, that old name." The man snorted. "I have long since gotten rid of that, and I have no care for that name."

"I see." For a moment Illya actually looked sad. Her eyes reflected the 'man' called Zouken, who was nothing more than a monster by this point. The man she also knew who had once worked with her family for a better tomorrow. Yet like her own family, have long since forgotten the goal and wish they once tried to reach, and instead aimed for something else. "You truly have forgotten your original intentions, haven't you?"

Zouken didn't seem to care, though did seem confused for just the tiniest fraction. As if wondering what Illya meant by that. That confusion vanished as a cruel grin came on his face, ruining the handsome face he now had. With nothing but cruelty radiating off of him. "Are you done?" He then asked in his new, fresh voice. "Because if so, then I believe it's time we get started."

"Get started with what?" Shirou asked while doing his best to ignore the battle between Saber and Rider. He wished he didn't have to, even help Saber against her foe. However Zouken is too dangerous to just ignore, and as such Shirou paid close attention to Zouken's actions. Preparing when he made a move.

Zouken was suddenly in front of him.

"Eh-"

"Huh-"

Both Shinji and Illya couldn't even finish their sentences let aside Shirou being capable of even processing the information. What he could process though was great pain when he felt a fist slam into his chest and caused his aura to flicker while cracking his ribs. In that instance Shirou flew across the room and slammed into the wall and actually made a crack upon impact.

Illya got ready to blast Zouken and Shinji got ready to run for cover. Two hands grabbed their necks and lifted them up, strangling them as they felt oxygen being deprived from them. Their eyes meeting the sinister face of Zouken who was more than pleased.

"I must say," He said to them as they gasped for any form of air. Trying to peel Zouken's hands off their throats only to fail. "My old body was strong, but this aura is also quite useful." It seemed to match reinforcement magecraft only without any form of risk of causing one's body to reject the mana if a magus made a mistake when infusing their mana into the body.

Yes, Zouken could feel it. The power that blind fool had with him. Aura, the strange and potent energy in him, now all his alongside immortality. Even better, in time Zouken would also get all of Ozpin's memories to figure out whatever other tricks Ozpin had in him. But for now, Zouken had another job to do.

Crushing these brats.

Without hesitation, Zouken threw the two brats at Shirou. Both slamming onto the poor boy who amazingly was still conscious, even if he was in quite a bit of pain. Though he nearly blacked out when he felt the two slam into him and made the throbbing in his chest worse. All three now crumbled in a ball just like that.

"Master!" Musashi saw this, and instantly tried to go towards them. Chains wrapped around her leg and tripped her up. Feeling danger, Saber turned on her back and deflected the nail that would have penetrated the back of her head. Rider just leapt forward and grabbed Saber's face and then ran forward while shoving Saber's body down and dragging it across the floor.

Saber's hair was becoming ruined while the back of her clothes also getting torn. Rider then stopped and lifted Saber while still holding onto her face, let go, and then twirled around. Where she then wrapped her chains across Saber's body and then ran off. Saber being dragged unwillingly as Rider headed out the basement leaving the remaining people behind.

"That's better." Zouken said as he walked towards the three teens. "Now we have some quiet time to ourselves."

"Sure." Illya grunted as she glared at Zouken. "Time for nice payback! Berserker!" Zouken then felt his throat give out as Squirrel-zerker came and attacked Zouken. Instantly ripping out the throat. Blood and some vocal cords spilled out and violently the shapeshifted Servant tore further into Zouken's throat until he made a hole and dove into it. Zouken opening his mouth as he didn't even expect that.

Then immense pain came from Zouken as Berserker rampage upward tearing at his throat until one can disturbingly see claws climbing up from Zouken's mouth. In a fashion that would make sick serial killers proud, Berserker, inside Zouken's body, then decided to burst out.

Splat!

From Zouken's left eye with the man screaming as bits of his optic nerve poking out and some brain bits splattering on the ground. Illya grinning at the sight while Shinji nearly threw up alongside Shirou. It seems the Servant of Madness was not as weak as they expected, and is still capable of bloody violence even as a squirrel.

Though despite the three's thoughts of defeating Zouken, they were then proven wrong when the man himself laughed, or tried to anyway. A distorted wheezing sound coming from Zouken's mouth as they then saw his throat and eye regenerating.

"Iee mushhe shaeee" Zouken begins to admit as his throat came back together. Utilizing the worms to do the deed. "Yuu reaaalee hasd mei the-there." A truly surprising moment and shock as in the meantime Berserker then rushed at Zouken again. However before the squirrel could try and go for the head, Zouken kicked him away despite how fast the squirrel was going. His damaged throat and face now all healed.

"How-" Before Illya could even ask her question, it was Shinji who answered.

"Damn! His worms!" Indeed. It was easy to forget considering from a physical view, Zouken looked like a handsome person with charming looks. That was only surface level though and just the skin. Beneath that is a crawling mess of worms that composed the body. Meaning what Berserker did was nothing more than just a slight inconvenience. Including pain as Zouken decided to cut off that sense and not even bothering when Berserker returned and began attacking his back.

"Correct." Zouken grinned as he then grabbed Berserker while ignoring how the critter began biting his fingers and ripping them off despite the fact they regenerated quickly. "With my abandonment of the human form, I became what you see now. Only this time, with Ozpin's soul supplement, I no longer rot."

Upon hearing Ozpin's name and the word supplement, Shirou froze. Softly yet firmly, Shirou then asked, "What...do you mean by supplement?"

Zouken smiled sadistically as he heard those words. Then proudly spoke, "Why, isn't it obvious?" His head turned toward the magic circle with blood in it. "I devoured him and took his body and soul for myself."

Shirou's eyes widened, and his teeth gritted while a snarl came on his face. Devoured. That meant Zouken...killed Ozpin. As such, Shirou then felt what was only natural.

Anger.

Zouken grinned as he saw the look on Shirou's face. "Upset?" He then chuckled. "Well, not that it matters. All of you are useless compared to my powers." While Ozpin's aura was a great gift, the real prize was his soul now slowly starting to heal up.

The ritual was used as a way to force Zouken's soul to merge with Ozpin's. Yes there was the risk of shifting his soul from the container within his granddaughter, not to mention the dangers of having Ozpin's soul be in charge. Thus why Zouken ensured the ritual would put him in charge, while slowly merging his soul with Ozpin's and later getting whatever knowledge the man had.

With the greatest prize being not only regaining a form in his prime, but capable of using his old magecraft without risking deteriorating his new body. Which means Zouken can do magecraft he could never use before. Such as this.

"Gah!" Shinji ran while grabbing Shirou while Illya went in the opposite direction. Lighting hitting where the three had been earlier. Leaving a nasty scorch mark while Zouken decided to rid of Berserker as he threw him at Illya. He'd deal with the Einzbern brat later, as he had a use for her later. Instead, best to deal with the other two.

As for Shirou he got up alongside Shinji, only for the two to see Zouken coming at them who then sent a few energy balls at them. Whether this was the stolen magic of Ozpin or Zouken's own is uncertain, yet either way both knew they couldn't let themselves get hit by them. Instantly moving to dodge as the orbs slammed into the wall behind them and blowing up.

Shirou projected a simple sword, and then rushed at Zouken. The man just smirked as he saw Shirou scream and slash at Zouken's chest.

"Huh?" Only for Shirou to see his blade do little to no damage, as the slash then repaired itself.

"My, what a rude boy." Zouken said as he then used magecraft to fix his clothes. "No respect for the elderly." A sadistic grin came on his lip.s "Let's change that."

Shirou then felt a fist slam into his face. Then in his gut. His chest. His shoulder. His chin. His throat. His forehead. Zouken pummeling Shirou with the latter's aura unable to really stop the pain transmitting across the boy's nerve system with Zouken then giving a nasty uppercut to the Emiya boy. Though before Shirou could lan on his back, Zouken grabbed his leg, spun around and then slammed Shirou on the dirty basement floor where Shirou's aura then shattered.

Zouken laughing manically as he saw Shirou's pained face. "Idiotic child." Zouken raised his foot and then cruelly shoved it down on Shirou's injured chest who coughed blood. "While I am a magus first-and-foremost, I do at least know how to fight." Helped that for some reason, he felt his body move before he could think. Likely Ozpin was a fighter before a magus, which while rare can be seen sometimes in other magus who preferred to get close up and personal on their enemies. Zouken quite liked it.

"Now then," Though what he would like more is to finish this. "Onto the next one." Eyes settled on his worthless descendent who squealed. Zouken smirked and then vanished from Shinji's sight.

"Wha-" Who then felt himself screaming again when he felt someone crack the back of his head. A hand then gripping it hard and shoving his face near the eaten maggot filled corpse nearby. Shinji feeling his mouth puffing from vomit as his face was near the eaten face, then he scrambled further when he felt electricity course through his body.

"You were always such a disappointment to the family." Zouken then said as he repeatedly lifted Shinji's face and slammed in over and over again on the ground. "Sure I had to deal with other fools in the family, but you're as bad as your father. No. Even worse than your father. At least he knew how to obey without getting my direct ire. But you, ohhohoho, what a pathetic waste."

Zouken then dropped Shinji who was knocked out. His head bleeding from the blunt trauma done to him. "Still, congratulations. Even as pathetic as you are, you're family. As such, I'll just leave you here like this."

The five-hundred year-old magus then turned to Illya. Her eyes glaring at him while Zouken couldn't help but feel glee as he viewed her. "You on the other hand, will not get as easy a fate as those two fools."

Shirou's eyes shot open. Groaning as he turned and tried to see what Zouken was planning to do. Seeing Illya facing Zouken, and realized Zouken was about to do something to her. Not wanting Illya to get hurt, Shirou tried to stand up only to fall back down and cough violently. His body feeling to heavy and hurting just to move from the damage done to him.

"What are you planning?" He then heard Illya say to Zouken, as she took a step back. The girl clearly realizing that as powerful as she is, Zouken is on another level. For now that he was back in his prime, he was not a pushover like his rotting form would have been. Actually feeling a bit of fear as she felt power coming off of him.

"Well, originally I was hoping to use the Holy Grail for my wish to regain my youth." Zouken answered honestly. "However, now that I achieved that, the wish I originally held is of no use. But," Illya flinched. "Until I find a new wish, I'll ensure you're kept 'safe'. No need for you to get captured by another person. Am I right?"

Illya heard enough and instantly began sending her constructs and blasting at Zouken with as much energy as she could. In a way, this could actually kill Zouken. As due to the ritual, Zouken had no choice but to transfer his soul back to him. While that special worm is still in Sakura, it cannot contain his soul any longer as his soul is in the process of fully merging with Ozpin's which will take time.

As such, if all the worms currently composing of him is killed off here and now, then Zouken will at last die. As the authority of Ozpin's reincarnation isn't given to him until their merge was done. Meaning that Illya has a chance to stop him here and now.

Fwoosh!

Unfortunately, Zouken already had defenses made and a thin blue barrier Zouken created protected him from Illya's attacks. Then, before Illya could strike again, he ran at her and any attacks she made he dodged with his heightened physical abilities. Where Illya then felt his hand grabbing her face when suddenly, she felt her own mana being sucked out. That was a problem, but what made it truly nightmarish is that she felt teeth digging into her face.

"Don't worry." Zouken gave a sinister look at her. "I'll be sure to heal those bite wounds later." The elder magus's fingers reverted to disgusting worms that bit Illya's flesh, as they greedly absorbed her mana. Berserker tried to save his Master, but being in his pitiful form he could do nothing as Zouken just made a barrier to stop any interference. Illya unable to even scream as she felt all her mana taken away until she felt nothing. Quickly she was then knocked out as Zouken carried her in his two normal hands.

His wish was granted, but maybe he could find another use for the girl who would become the lesser grail. All in all, Zouken was done here and decided it was time to go. Not needing to stay here and figured he could hide out somewhere with his prize while planning his next move.

A sword stabbed into him.

"...still conscious." Zouken sounded a bit impressed, not that Shirou cared as while he only wished to save Illya. She might have tried to kill him, was a bit of a pain at times, and even rude to boot. Yet something in Shirou told him that he just couldn't let this killer take her away.

"Just die." Zouken didn't care as he then turned and slammed his fist into Shirou's abdomen. Where it then went through his skin and Shirou staring in horror as Zouken then pulled his fist out which is coated in blood.

Shirou felt blood coming from his lips, and soon after he collapsed. Unable to do anything as he saw Zouken taking Illya away. With a single thought entering his mind before he blacked out from the agony. 'I'm...sorry.'

The last thing he then heard was Saber's voice calling out to him yelling, "Master!"

Zouken stepped outside his mansion. No longer looking back at it as he moved forward. Unable to hide the smile on his face. Why wouldn't he smile to? After all, never has he felt so better in all his life. Ever since the deterioration of his soul, Zouken couldn't feel anything but despair as he rotted away. Desperate to heal himself, to expand his faulty immortal life with his only hope being the Grail itself.

'Now however, I suppose I need a new wish.' Thanks to the ritual, even if it wasn't fully finished yet, Zouken's wish is already granted. In time he'll have all of Ozpin's knowledge and reincarnation, becoming an immortal without risk of his soul rotting. Meaning he can get the Grail and use it for another wish, with the only problem being he didn't know what to wish for. Oh well, he could consider that later while moving away.

"Rider." He then called out, and Rider materialized near him. Granted, she was bleeding all over with deep cuts here and there. It seems Saber provided a good challenge with her swordsmanship, and had Zouken not been busy he might have been somewhat eager to watch the fight if only to analyze Saber's skills.

"Yes Master." But for now he had other business to attend to. Which was to get himself elsewhere as he then handed the brat to Rider. Who looked less than pleased serving him, not that he cared and just wanted results.

"Take the girl and lead her to another place I have in mind." Zouken sent the coordinates through a telepathic spell as he then began to move. "I'll meet you there later, and standby for orders."

"What of...Sakura?" Rider then asked.

"Her?" Zouken turned towards Rider. "Why would she matter now?"

As joyful as Zouken is, in the end he is still far from the good man he once was. His soul may no longer rot, but oddly he's still a rotten man at heart. Five-hundred years has changed him greatly, and five-hundred years of chasing his obsession has caused Zouken to forget just why he continued to live. Whether he'd remember that reason or not is up to debate.

Rider just nodded as she then moved away with Illya in tow. Zouken then moving forward towards the new location he'd stay at. He'll get his books and items later, return when the time is right. For now though he had a war to win and he must be cautious. While he is regaining his power, right now he can die just like any other person until the ritual forces his and Ozpin's soul to be fully merged. Meaning he had to stay away from Kirei and that hidden Servant of his, Gilgamesh.

'Which means I need another Servant of my own.' Zouken then looked where a certain temple is and grinned. A plan already forming in his mind.

Rin and Archer were finally here. Standing on the steps that led to the temple, the two looked up the stairs where everything seemed ordinary, and yet magecraft could be felt in the air.

"She's not even trying to hide it anymore." Archer scoffed. "She must be confident."

"Yeah, she is. Maybe that will lead to her downfall." Rin agreed though didn't put too much hope in that. Caster was clearly confident enough that she isn't hiding her magecraft that even a novice magus can sense, but that was probably because she can afford to be confident to expose herself.

With all the preparation she had, undoubtedly Caster will be the biggest threat in this war. Meaning they had to stop her now or she'll just keep on growing until nobody can stop her. Rin looked at Archer.

"So, how confident are you in taking Caster and Assassin down?"

"I won't say it'll be easy." Archer replied, not acting as if he was better than the two enemies that were within the temple. "I acknowledge both of their skills. Assassin with his swordsmanship that surpasses mine, and Caster's knowledge of magecraft beyond my own."

Archer, while he didn't look like it, could indeed respect others. Maybe not the person themselves, but their capability in what they can do. As such, he knew pretending he was better than those two was idiotic and understood they surpassed him in their own fields of strength.

"However, I promise you, Master, that they will not stop me." Even so, Archer would push on and win for his Master. Cautious he is, but not feeling any fear on what he'll face. While victory is not guaranteed, neither is immediate loss.

"That's what I like to hear." Rin smirked as she looked at Archer. He might be kinda spain to deal with at times, but for some reason she felt she could trust him in battle. For despite being weaker than the other Servants, he was strong in his own way. Something that made Rin just believe in him.

The two then began to climb forward without pause. Ready for a fight, with the only thing that worried Rin was Shirou and how he'll do without her. 'No. Don't think about him. Not now anyway.' Rin then told herself. Think of Shirou later, and focus on the battle in front of her.

"Grua." Or the massive bear in front of them. The thing was huge, and put normal bears to shame. An elder Grimm, one that has been augmented by earth's own realities and gave a tense power that even Archer felt. Even so, he didn't feel any form of fright or worry and just readied his blades.

Rin then looked past the bear and saw none other than Assassin, who looked unhappy. "Where is he?"

Rin already knew who he was talking about. "Yeah, Musashi isn't here."

An anger vein could be seen on Assassin, but he kept his cool. "I see. A great shame he hasn't come." His hand touched his blade. "I'd wanted to pay back the humiliation he gave me, especially how he tricked me with that form."

Form huh. Honestly, if Rin recalled she did remember reading books about how Musashi was known to dress differently. Maybe he had something like the Morph skill that allowed him to disguise himself as a woman. Would make sense, since Musashi is known as a man in history.

"Oh well." Kojiro then started climbing back up the stairs. "I suppose I'll just wait."

"Not going to try and attack us?" Archer then asked while still keeping an eye on the Ursa.

"I only have eyes for Musashi and nobody else." He will not allow anybody, not even that wretched Caster stop him from defeating his foe. "If you deal with the bear and wish to challenge me, then fine. But otherwise, I don't care."

At the very least they don't have to expect surprise attacks from Assassin. That made Rin glad at the very least. Either way, it seems they'll have to first deal with the bear and then Caster since it seems Assassin didn't wish to bother with anybody else unless it's Saber. All the better for them.

"Archer." The Servant nodded as he crouched down. The bear then roared as it ran at them with it's massive paws that could reduce a person's head to mush. This is why Rin hated going outdoors.

And done. You know, I always found Zouken to be disappointing. He's been said to be a great magus but in the manga and films I saw of him, it sure didn't feel like it. I mean, was he cunning and deadly, yeah, and I suppose his lack of using magecraft is because of how he's rotting and junk. Well, not anymore.

As he showed Shirou and the others, one of whom is a powerful magus (Illya), he beat them up easily with it ending with Zouken taking Illya away. With Rider now under his command.

But we must move on from them for now, and get back to Rin and Archer. Both who are ready to face Caster and whatever stuff she has cooked up in her lair. But knowing who Archer is, he should be able to win. Whether or not he and Rin get their desirable prize however is a completely different matter. Until Next Time.