Boku No Hero Academia: Shepherd, the Hellhound

by LeoNsaver

Why am I made to suffer, even though I have never done wrong? Is it a sin to be quirkless? Hakazuka Kotaro is just your average, ordinary quirkless kid. But he falls into despair...and the world shall witness the birth of the monster known as...Shepherd. OC!Villain. Warning: Contains depictions of gore and cruelty.

4. USJ Attack!

A/N: A shout out to phelipebr, Enclave93, Raven Mordrake, and Donovan2771 for the reviews!

phelipebr: You just have to wait and see how Bakugo is going to take all of this.

Enclave93: Thanks for the praise and welcome to the story!

Raven Mordrake: I'm not planning to make Shepherd that OP…he's still mentally unstable.

Donovan2771: Midoriya does hate Bakugo for what happened. Even though he respects his strength, he still hates it when Bakugo puts down others just to boost his own ego.

IMPORTANT NOTICE! After much consideration, I have decided to tweak a major aspect of Shepherd's sludge quirk from the very beginning. He can't make actual living constructs out of sludge…but he can create weapons to fight with just like how Riot fights in the Venom movie. This is to make him easier to write for future chapters. Thanks!

Now, onwards!

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Chapter 4: USJ Attack.

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=[UA. Unseen Simulation Joint]=

"Alright, now that you've all been briefed in detail about what exactly this facility can provide you with, I should assume that you are all ready to go. Time is of the essence, so let's not waste anymore time standing around." Aizawa instructed over the excited murmurs chattering off his students. Well, at least they were motivated so it was plus ultra he supposed. "Thirteen, please do the honours."

"Understood! Let's get this show on the road shall we? Just let me turn this on…the state-of-the-art AI systemed designed to track all of your activity and whereabouts, your progress status for the rescue exercise if you will. Just give it a sec to get it up and running…" Walking towards a large lever, the astronaut-suit hero flipped it up with gusto, "And behold!"

The lights came on with a light hum and mechanic whirl, making the class let out a collective gasp of wonder when they witnessed the huge facility at its full glory.

"Alright then, first we shall proceed to the-" Aizawa was abruptly cut off by a sharp crackle of electricity, followed by all the lights in the USJ being shut off and covering the domed facility in mild darkness.

He snapped his gaze towards Thirteen, who was as equally alarmed and confused as him. And then, the air behind the Pro-hero started to twist. Aizawa immediately turned towards the center of the huge space, where the air appeared to be warping ominously.

All of a sudden, a large mass of darkness swirled out of thin air, expanding rapidly and a pair of glowing yellow eyes flashed out of the gloom. As the black matter continued to expand across the USJ's courtyard, the silhouettes of many bodies could be seen from within, populating the once empty space by the dozens.

"Thirteen! Protect the students!" the [Erasure] quirk homeroom teacher of class 1-A signaled his colleague urgently.

"What's going on?!" Kirishima, the [Hardening] quirk student asked in alarm. "Is this part of the training?"

"No!" Aizawa's yell caught everyone off guard as the pro-hero made a mad dash for the top of the stairs leading down to the now villain-brimmed square. "This isn't part of the training! Those are real villains!"

20 pairs of eyes widened in shock. What was supposed to be an enriching educational exercise, was suddenly turned into a catastrophe.

At the center of the dark vortex, three very noticeable individuals emerged last. The person on the left was rather tall and lanky, hunched over while dressed in a simple black shirt, pants and sneakers. He raised his head, piercing scarlet eyes shining past the severed hand attached to his face like a mask, while several other hands were placed over his entire body in a creepy fashion.

To the person's right stood another boy, shorter than the first but his attire gave an equally dreading feel. He was dressed in a long black coat with a fur collar, black pants and armored boots. Spiky white hair partially hid his eyes while a scary-dog mask hid the lower half of his face. He gazed at the environment disinterestedly before his gaze lingered on the group of students across the USJ square.

Directly behind them was a massive humanoid being with an exposed brain sitting on a malformed beak-like face. The beast trudged forward, it's dark-bluish muscles rippling with power as it did so.

"Where is he?" The lanky man adorned with multiple hands all over his body asked aloud. "The cheat sheet stated that All-Might was supposed to be here."

"The pro-heroes Eraserhead and Thirteen huh…but according to the intel we obtained, All-Might was supposed to be in this session as well. A change in schedule perhaps?" The ominous voice of the dark mist spoke, glowing yellow eyes surveying their surroundings as the dark mist took the form of a smoky head.

"…talk about a wasted entrance," The hound-masked villain growled, glaring at the group of students who looked around his age. "…I hope you're contented with fighting kids Tomura, but what of All-Might? How do you want to proceed now?"

Looking to either side of his group and examining the mob of villains he had gathered for this occasion, the lanky man grunted to himself. "Yeah, you're right…I even went to the trouble of bringing all these friends who wanted to see the symbol of peace so badly. Well I bet if we kill some kids he might show up."

"…do what you need to do in order to get All-Might's attention, I'm going to do what I came here for. For starters…" The masked villain's eyes locked on to the scraggy-looking man in the black tights and the astronaut. "…those two looked strong."

"Let's try not to deviate from the plan Shepherd." The dark mist told him. "There's no need to take all of the opponents to yourself, especially Eraserhead. Just like we initially discussed, we should make use of the Noumu given by Sensei."

"…Mmm…understood."

"Let's have a little fun, shall we? Game start!" The leader of the villain group declared gleefully, which was the cue for the villains to start their plan.

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=[USJ Entrance]=

Not wasting any time, Thirteen began corralling the students to ensure that everyone was together and accounted for. "You heard Eraser! Let's move it! To the exit!"

But before the pro could move the students to the doors leading outside, the same mass of dark fog that had transported the group of villains to the USJ in the first place suddenly materialized itself the middle of the group and momentarily stunning them.

"I'm afraid that cannot be allowed. You see, besides the task of transporting those unsavory mob to this location, it is also my duty to ensure that no one, either student or Pro-hero is allowed to leave the premises."

Slowly backpedaling together with some of the students, Thirteen narrowed her eyes as the finger latch of her suit flipped open. "What exactly are you trying to achieve here?"

"Well Thirteen, we are here to engage with Mr All-Might, the 'symbol of peace'. We were wondering if we are allowed the opportunity to extinguish him, you see. But currently, it perplexes me to see that your esteemed teacher and number 1 hero has not joined the supposed rescue session. Was Mr Might not meant to be in attendance at this juncture? Perchance, has the time-table been altered? Well nevertheless, I still have a job to do…"

Before the pro-hero could take action, Bakugo and Kirishima decided to take matters into their own hands; launching a simultaneous attack on the dark misty villain.

As the smoke from Bakugo's explosion began to dissipate, the pair of boys held expressions of triumph at their 'victory'.

"Everyone! Those who are closest to the doors will have to rush out!" Thirteen took this chance and declared loudly as she pointed a finger at the warp villain and prepared to use her [blackhole] quirk. "I'll hold him-what?"

"T-The doors!"

Iida Tenya, who was the closest to the exit yelped and jumped back as soon as a wave of an extremely viscous black fluid covered the doors and sealed them shut. Thirteen was just as surprised when the right side of her hero suit was covered in some weird black ooze that was clogging the finger latch which allowed her to utilized her [Blackhole] quickly.

"…spare me the monologuing Kurogiri…" Everyone scattered back when another person jumped next to the dark mist. "…If you have the time to talk, then begin to scatter everyone. I have also sealed the other emergency doors around the building. With this…you all have no more means of escaping this place."

"There's one more?!" Thirteen yelled in frustration as she tried to turn around to see who was it. The arrival was another villain; shorter than the rest they had seen so far and about the same height as Midoriya. He had snow-white hair and a demonic dog-mask covering his mouth and nose. Black ooze dripped steadily from the boy's two arms as he surveyed the heroes.

"This is…sludge?!" Everyone's thoughts were cut short when the mist-man reformed next to the hound-masked boy, completely unscathed.

"That was dangerous…but I supposed that was to be expected, even if they are just students." The black mist reformed a 'head', a large metal brace appearing on its 'body'. "Thanks for the assist, Shepherd. Where was I…oh yes. As my companion said, my job now is to scatter you all and torture everyone to death!"

The miasma shot forward at breakneck speed, too fast for Thirteen to react in time to warn the students, and in moments everyone was trapped in its encroaching darkness.

Being at the edge of the group, several of the students were able to avoid being swallowed up by the black miasma, but by the time it receded, it was revealed that more than half the class had disappeared, including the strange villain that sealed off the exit.

"Now that half of you are cleared," The dark misty villain narrowed his eyes and leered at the remaining students. "Shall we move on to act two?"

"…Kurogiri…" The hound-masked boy cast a dark look at the remaining students, before looking at the dark mist. "…I'll handle the space hero, so I'll leave the students to you…and don't get in the way of my fight."

"Would that be okay? I have thought of a countermeasure against Thirteen beforehand…" The misty villain said to him. "Her quirk, [Blackhole] may be a little troublesome for you, Shepherd."

"It's fine…I'll take care of her…" Shepherd said calmly until a dark look came over him. "…my way."

"Very well."

=[USJ Entrance]=

"Shoji, is everyone here?" The bespectacled boy in the white armour asked.

"Everyone is scattered, but they're in this building." The extremely tall teen with multiple arms called Shoji, replied while gazing at the two villains warily.

This statement got a small sense of relief to wash over the class, but they still understood the gravity of the situation they're currently in; extremely bad. Thanks to the rash decision of the two most hot-headed youths of the class, half of them were scattered across the multiple disaster zones in the USJ. Eraserhead was busy fighting the main faction of the villain group, while they are facing two other villains, one of them in particular…

"Damn it," Sero muttered in frustration. "Physical attacks can't harm that dark misty looking guy and he can warp things to who knows where – his quirk is the worst!"

"But what about the other one? The one with the mask?" Shoji asked, looking at the sludge-covered door behind him. "Something tells me that we better not touch that stuff; the doors are completely sealed off."

"Class rep…find a way to clear the stuff blocking the doors and escape from here." Thirteen told the glasses-wearing boy. "Run to the school and tell them what has happened here."

"P-Pardon?" Iida muttered in surprise. "But it would be a disgrace as the class rep to leave everything behind-"

"You're the fastest one out of everyone here who can get help quickly! You have to get through the emergency exit!" Sato interrupted as he took a stance before the villains. "Besides, there are alarms outside. If you manage to get out, the intruder system will be triggered and the teachers will be notified either way!"

Sero nodded as he stood beside Sato. "As long as you can escape, the villains won't follow you! Blow them away with your legs, Class rep!"

Thirteen nodded and urged Iida once more. "Use your quirk in order to save others! We'll create an opening for yo-!" But before she could continue, a torrent of black shards shot towards the unsuspecting [Blackhole] quirk hero and the entire 1-A class like rapid fire. It was only thanks to her above-average reflexes that she activated her quick and sucked in the sludge projectiles into nothingness.

"What the hell was that?!" Sero shouted in alarm, shocked by this sudden assault.

"You…can't you see I was talking?" Thirteen glared at the boy responsible for this unexpected attack. "And here I thought you villains have enough humanity in you not to not attack students."

"…I thought I'd just give a warning shot…in case you didn't know you're in a middle of a fight." The hellhound-masked boy told Thirteen. "Your opponent is me, Thirteen. If you don't…the next attack may hit those students behind you instead."

"That voice…how old are you? To think that a person has fallen into the villains at such a young age…" Thirteen replied, shifting her footing ever so slightly to prepare herself for battle. "I do hope you are prepared to face the consequences for what you just tried to pull here today. Even if you're a minor, I can't promise what will happen if you continue to fight us."

"…Is that so…well, I can't promise what will happen if you continue to think that way…" The white-haired boy muttered, his glazed eyes showing no hint of emotion as he gazed at an unsettled Iida. "The students are our bait…so I cannot let any of you escape…stay where you are and don't try anything funny."

"W-What the hell?! What is wrong with you!?" Sero shouted angrily to grab the villain's attention, "Just what is your purpose here?!"

"…I have no business with the likes of weaklings…Until the symbol of peace is baited out, my only target is…Thirteen,"

"Villain dressed in black…a sludge quirk…white hair…and a dog mask?" Thirteen's mind finally clicked. "You're…S-rank villain, Shepherd!"

"This kid's a S-rank villain?!" The pink-skinned girl with horns asked, moving forward to take a closer look. "Doesn't he look somewhere around our age?!"

"…I told you not to do anything, didn't I?" The villain gazed at her darkly, making a few of the students flinched. "I don't like to repeat myself; I have no business with the likes of weaklings."

"That's enough, you have been going on like a broken record." Thirteen declared, "I've seen the files on you. S-rank villain, villain name: Shepherd. I didn't expect someone that dangerous turned out to be such a young boy, but you have taken the lives of 4 Pro-heroes and their sidekicks, possibly many others as well. Not even the minor protection law can save you from severe punishment."

The young villain gazed at the Space hero's direction, his lips curling into an ugly snarl. "…Save me? Save me from what exactly…? Those guys wanted to fight me…to capture me in the name of justice…and I won. The stronger side survives while the weak gets annihilated. Those idiots brought their deaths upon themselves the moment they cannot grasp the difference in ability, simple as that."

"But enough talking…the side who destroys the opponent first is the victor, simple as that."

Thirteen narrowed her eyes as she prepared to use her quirk. "Iida, we need you to get out of here now! We'll keep those two busy while Sato finds a way to punch through the doors!"

"We…? No, my only target is you…! Schwarz Kiefer! (Black Jaws of the Beast)" Shepherd growled as he unleashed a mass of toxic sludge taking shape of a beast's maw towards the astronaut. "Those students are free to help you whatsoever…but I expect that they have enough maturity to know what happens to anyone who messes with my fight!"

"Everyone get back right now!" Thirteen yelled out urgently as she activated her quirk; the space hero's signature black hole created in a flash and began drawing in and consuming the gunk shots fired at her.

"…looks like Kurogiri was right; you do have quite an annoying quirk." Shepherd frowned as he produced more sludge from his arms. "…but how about this?"

The sludge on Shepherd's arms morphed into two black barrels, firing a storm of black shards towards Thirteen like gatling guns.

"It's useless!" The Space-hero declared as she pointed her finger towards the rapid sludge attack, letting her quirk do its destructive work. "Everything within its range will be sucked in; It doesn't matter how much of that sludge you can throw at me; I'll break it down at a molecular level!"

Shepherd slowly clenched and unclenched his hands as he processed what Thirteen just said; true, it would be pointless to face this hero in a head-on battle, if this goes on the sludge accumulated within his body will be reduced to nothing. But one thing still perplexes him…

"…say," Shepherd asked, his suddenly inquiring causing everyone to look at him with surprise. "…with such a powerful quirk, wouldn't it be better to aim it straight at me with maximum power? I suggest you rethink how you fight if you ever wish to deal me any damage…"

"Unlike you, it's not a hobby of mine to kill people. The quirks we are given are meant to help others, not to establish one's dominance over others." Thirteen retorted. "We are heroes, not murderers."

"Hah…trifling words of a weakling…" The hound-masked youth sighed with mild disappointment, "…I was wondering what was the answer you'll give me, but was that it? Help people? Funny…Here I thought that an individual with a powerful quirk as yours will be fun to fight. But it appears that you're nothing but a total-"

An expression of pure loathing and disgust was displayed in full force, making Thirteen shudder. "-disappointment."

Shepherd created two barbed whips with his sludge this time, lashing them towards Thirteen.

"I thought I told you that won't work!" The Space-hero shouted back as she prepared to activate her [Blackhole] quirk, but she gave a painful cry as a searing sensation erupted from her back. "Gurgh-! Wha-!" She creaked her head down to see a black spear piercing through her stomach, then looking back in horror to see the hardened sludge originating from a puddle of sludge behind her.

A puddle of sludge which trailed in a small stream all the way from Shepherd himself.

"F-From behind…!" Thirteen realized too late. "He put on that act with his question just now…a-all to set this trap while I never noticed anything…how c-careless of me…!"

"Sensei!" All of the students screamed as their teacher fell to the ground lifelessly.

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=[]=

"Thirteen-sensei! Sensei!" Several of the students cried in panic as they surrounded the fallen teacher, only to hear a groan and a twitch of the fingers in response.

Thirteen wheezed and coughed out. "D-Don't care about me…j-just get Iida out of here…!"

"I'm sorry Sensei," Iida choked out, his voice cracking. "T-There's just no openings…!" True enough, the black mist known as Kurogiri was keeping watch and surrounded them. The students didn't dare to approach him knowing his warping capabilities; they didn't need to be separated more than they already have. And to add on to their despairing predicament…

The students of class 1-A and Thirteen were crowded together as Shepherd stood guard around them and prevented any chance of an opening for Iida to slip through. Right now, he had lost all interest after the fight with Thirteen, and was now gazing back at where Eraserhead was fighting with a hungry look.

"This isn't good…" Shoji muttered. "Iida, do you think you can push your way through that warping villain"

"No, I don't think I can outrun him…" Iida answered while sweating a little, remembering just how fast that dark misty villain managed to appear in their midst and separated their classmates. "I'm more worried about the other one with the mask…"

"…if you guys just stay where you are and not move, there will be no reason for me to harm you…" Shepherd warned them. "…Bait should behave as bait, holding you guys hostage will help draw the full strength of All-Might – at least that was how the man-child planned it…"

"You didn't finish off the opponent immediately, Shepherd. That's rare of you." Kurogiri mused as he observed the barely-alive Thirteen.

"…If I personally kill someone who did not even bother going all out, it leaves a bad taste in my mouth…" Shepherd snapped back at his companion. "But he won't be alive for long…the toxins should be eating his cells right now; it's only a matter of time until his insides are rotted away…"

This was bad; they were down an ally and a major one at that.

"Iida..listen to me," Sato suddenly told the [Engine] quirk boy, "You have to get out of here and inform the teachers. That's the only way we have to chance to save Thirteen and the rest."

"B-But the doors are sealed shut by that sludge villain-"

"I'll handle that," Sato answered hastily, opening one of his pouches to fish out a small bag of sugar. "With enough power, I can break the door open…I hope."

"Break down the door?" Uraraka repeated nervously. "Sato-kun, I've seen you bash training robots before, but that door's specially strong-"

"I know Uraraka…but at my full power, I can at least create a small crack for Iida to slip through, but I will be woozy for a while from consuming too much sugar thanks to my quirk's drawback. But the problem now lies with that warp villain and that sludge-morphing villain."

"I'll do something about the one called Kurogiri," Shoji offered. The tall [Dupli-arms] teen did not like to take the chance of touching that thing when there are still so many unknown variables, but there was no other choice at this rate. "But as for the other…"

"I got a plan for that, so here's what we're going to do..."

The two of them finalized their strategy as quietly as they could with the rest of the class, and everyone nodded even though they looked unsure.

They only had one shot at this; they had to make use of this chance while the villains held some strange restrain to kill them on the spot.

"…they're planning some-" Shepherd began to say.

"GO!" Everyone burst into action, and Iida made a mad dash towards the exit alongside Sato.

"What are they doing? Shepherd sealed the main exit shut, are they stupid enough to think that they can force their way through it with running momentum?" Kurogiri was stupefied by the student's actions, but there was no way he was going to let them do as they pleased. He immediately coiled in himself and raced to the front of Iida, who was nearly going to put the brakes on his run by the [Warp Gate] villain's insanely fast movement speed.

But Shoji saw that as an opportunity and jumped towards the stunned Kurogiri, using his arms like blanket to smother the misty villain and encasing it completely. "RUN IIDA!" Shoji yelled.

"What the-! Unhand me you ruffian!" Kurogiri tried to expand his form and break out of Shoji's hold, but the boy adamantly trapped him in place. "I don't think so!"

"…what do you think you're doing…?" Shepherd growled with irritation as he rapidly fired a volley of sludge projectiles at the entire group while running to aid his [Warp Gate] partner.

But he did not expect the brown-haired girl in the pink jumpsuit to dash toward Kurogiri before him. "Here!" Uraraka yelled as she tapped the metallic brace of Kurogiri, avoiding the storm of black shards at the same time, making the dark misty bartender float up like a balloon.

"…A quirk that alters gravity…?!"

Now weightless, the warp villain yelled in surprise as he was easily swung around in the air by Sero and his [Tape] quirk, spinning in the air like a roller coaster before colliding with an unexpecting Shepherd, sending both of them tumbling to the floor.

Sato in the meantime, ingested twice the normal amount of sugar in his pouch and felt his strength increasing by an explosive amount. Mina, who was busy spraying the double doors with acid in hopes of melting off the sludge somehow, quickly jumped out of the way as Sato reared his fist back. He threw a single punch at the metal doors, and bashed a human-sized hole through the exit, door and sludge together, clearing a path for Iida.

"You little-!" Shepherd rose to his feet with difficulty while shoving Kurogiri off him, quickly morphing his sludge to chase after the boy with the engine legs, but a shadow blocked his view, revealing himself to be Sato, who had dashed back to the [Toxic Sludge] villain at his top speed.

The hound-masked boy felt his shoulder cracked as the [Sugar Rush] student's fist made contact, knocking the wind out of him as his entire body was blown away down the stairway.

Sato squeezed out his last shout as he felt the last bit of his sanity fade. "GO, IIDA!"

"Everyone…" Iida clenched his teeth as he saw this, turning his focus to the front while the sound of his engines roared in his ears. His engines were threatening to overheat but he did not care, his speed set to the maximum as he blasted forward, leaving a trail of soot and smoke while he escaped to the outside through the crack Sato made on the doors.

The UA group could not help but smile as they watched this, cheering for their victory before dashing towards their key player; the boy barely standing and woozy thanks to the over-consumption of his sugar quirk.

"That was awesome Sato! You're the man!" Sero shouted in elation as he ran to give his classmate a high-five. The thick-lipped teen looked out of it, but he managed a smile as he gave a thumbs up…

…only for a massive black tentacle to slam him at the side and sent him flying. The same tentacle then lashed out towards Shoji, giving him a deep gash on the back and forcing him to the ground bleeding. The students of class 1-A turned around, horrified to see a very enraged Shepherd walking up the stairs.

The hound-mask covering his mouth was cracked at the jaw, blood dribbled down the side of his face while his purple eyes pulsed madly with rage. The tentacle that flung Sato away was in fact a 'tail', lashing behind Shepherd like a powerful whip, its spiked end glinting evilly in the light.

"…You…how dare you?!"

The moment those words left his lips, familiar black sludge flowed down Shepherd's arms and onto the floor, his bloodthirsty gaze was locked on to his new targets now. "…you guys…don't really listen, do you…! And after all the warnings I gave to you guys…you just wouldn't listen, would you?"

The class didn't have time to be unsettled by Shepherd's switch in demeanor as his black ooze flowed down around him and covered his arms completely like viscous tar, the puddles of sludge which were scattered across the area flowed back to Shepherd's side, joining the swirling toxic matter. A few seconds later, they finally solidified and formed two very dangerous-looking sets of claws, rippling with muscle.

He was furious…absolutely furious. If he weren't so angry, Shepherd would have been impressed by the hero students' willingness to fight back. In all honesty, he thought they would have quietly listened to his warning after suppressing Thirteen. To think they were so desperate to let one person escape this place, even if it means putting themselves in danger.

Heroes…so many heroes…and there were all kids his age. That fact that he had to struggle against mere students irritated him. It was making his skin crawl…the sight of them ganging up of him triggered a nasty sensation in Shepherd's mind. He had to kill them…kill them and get stronger…get stronger and kill even stronger heroes…

…for Sensei's sake…

"…Weak…the weak should have just kept quiet and watch obediently from the side…" Shepherd spat out. "…Weaklings have no right to determine their own fate. Weaklings should just die…!"

"Um…guys?" Mina, the pink-skinned [Acid] quirk user observed nervously. "I think we just pissed him off."

"He's crazy…even for a villain," Sero readied his tape, his expression grim. "But Iida managed to escape, so we got to hold on until he brings help back!"

"…stop muttering…so annoying…you guys are the ones who made the first move…SO FIGHT!" Shepherd roared. He brought his black claws forward, making them extend and shot them towards the students like ten obsidian spears.

"Scatter!" In the next moment, everyone was forced to flee, trying to escape the sludge spears which rained upon them like a black hailstorm.

"Waaah! That was close!" Sero screamed out as he narrowly dodged Shepherd's attack while simultaneously using his tape to reel in the unconscious Thirteen and shifted him out of the danger zone.

Shoji was busy carrying Uraraka away since she was slower than the others, while Ashido managed to offset some of the sludge by using her acid. Both of them wanted to check on Sato, but they can't afford to lose focus in the middle of the battle.

"Shoji, your back!" Uraraka cried out in alarm, making everyone look at the wound which was inflicted upon the [Dupli-arms] student by Shepherd. It was steadily dripping blood, and the wound was blighted with a diseased black infection.

"Looks like he wasn't kidding when he said that his quirk was poisonous…" Shoji grimaced.

"How awful…!" Ashido winced at the sight of the wound. "We have to get Recovery Girl-"

"…pay attention during a battle…!" Shepherd berated, retracting the black claws before extending them again, this time the students weren't so lucky. Mina and Shoji were caught in Shepherd's grasp, and were instantly knocked back to the walls, rendering them unconscious.

He hadn't noticed someone coming up from behind him, shooting out his tape around his waist and attempted to swing him away from the other class 1-A students. "Damn it…!" the [Tape] quirk boy clenched his teeth angrily. "Let go of my classmates damn it!"

Shepherd quickly countered this. He used his tail to sweep Sero's feet off the ground while he relinquished his hold on Ashido and Shoji before tossing them aside. Before Sero could get back up, the villain clenched his sludge-armoured hand into a fist and crashed it down on Sero with a hammer punch, slamming the poor boy into the ground and incapacitating him completely.

"And now…you're the last…" Shepherd turned his attention to the brown-haired girl, who was visibly shaking from witnessing how easily her classmates were taken down. He was thinking of using the sludge tail he created but a tugging sensation hindered his movement instead. He turned behind to see a heavily bleeding Sato, grabbing his tail by the end and stopping the villain in his tracks. "I'm not letting go you hear me?!" the yellow-costumed teen declared angrily, thinking of doing whatever he could to prevent Shepherd from touching his classmate.

Wasn't he flung away at the very beginning? He was more tenacious than I thought, I'll give him that…

"…you don't have to…" Shepherd scoffed, exerting more power into the sludge appendage and lifting the muscular boy high into the air effortlessly. With a quick lash, Sato was now coiled in the whip-like tail instead and pulled towards him. Shepherd reared his claws back and thrusted them forward. Four slash marks ripped through Sato's body.

The last fighting student fell to the ground. "SATO!" Uraraka rushed to his side and cried in worry before looking at Shepherd with eyes filled with a mix of fear and despair, tears streaming down as she fell to her knees.

Her brown eyes were wide and terrified. One glance was enough to tell Shepherd how helpless she felt, how she was on the verge of accepting her fate…a feeling which was strangely familiar to Shepherd, making his tempers throb slightly with pain.

"…You're crying…?" Shepherd asked, starting to grow annoyed. "…if you want to blame someone, blame your own weakness…The weak have no right to cry, to scream to the world that its unfair! It is as I said earlier; this is the result of you guys trying to fight back when you cannot even gauge the difference between your opponents…What you guys call bravery…I named it mere arrogance."

He slowly raised his clawed arm above the [Zero-Gravity] quirk girl. "…the weak perish, that's just how it works."

"…Shepherd," Kurogiri interrupted the [Toxic Sludge] quirk user. "We have to notify Shigaraki at once…we have wasted too much time here, the boy who escaped could have already notified the teachers for all we know. In the worst case, we have to retreat for today."

For a moment the [Warp Gate] user thought the kid was going to lash out at him again, but to his relief the boy just clicked his tongue and complied.

"…fine," Shepherd finally said before entering the warp gate Kurogiri created, leaving behind a distraught Uraraka and the rest of her poisoned classmates.

"…Sensei is going to be so disappointed with me."

.

=[USJ center square plaza, near the lake zone]=

This is bad…seriously bad!

Midoriya, Asui and Mineta could only watch in terror as he saw the enormous black being, a Nomu it was called, slam a broken armed Aizawa into the hard concrete. Their bodies were frozen in shock as they witnessed this inhuman brutalization.

"You can erase quirks," The pale blue-haired villain with hands over his body said, "That's a respectable ability but it's nothing impressive." He leered at their homeroom teacher. "In the face of Noumu's overwhelming strength, you might as well be quirkless…"

As to demonstrate that point, the muscular creature lifted Aizawa's head off the cement for a moment before crushing it back down, making the [Erasure] quirk hero groaned in agony.

What should they do? What do they have to do? What can they possibly do!?

"Midoriya…" Mineta whispered in terror, the fear in his eyes rapidly rising. "What do we do? We have to get out of here!"

This caused the boy to nod; he was just as frightened as the other two but if they stayed here any longer they may find themselves in a greater danger than before. Getting Asui and Mineta out of harm's way should be the optimal course of action.

"Okay…" Midoriya started to formulate a plan. "First, we have to circle around-!"

A black portal manifested in the heart of the USJ plaza, revealing the warping villain and…another villain who was dressed in black with a broken demonic-dog mask covering his lower facial features.

"Another one?!" Izuku thought in horror.

"Shigaraki Tomura…" The [Warp Gate] villain called out hestitantly.

"It took you long enough," The leader of the villains now revealed to the heroes as Shigaraki replied back without averting his eyes away from Aizawa's torture session. "I trust that you and Shepherd killed Thirteen?"

"Thirteen has been taken care of thanks to Shepherd, but amongst the students we were unable to disperse one has managed to escape…"

"…he managed to get to the outside thanks to his classmates…" The other villain stated with an obvious hint of irritation. "…and now they are paying the price for that."

…what? Paying the price…? What…did he mean by that? What did he do to their classmates?!

Midoriya cast a worried look towards the USJ entrance.

"Kurogiri, you…" The shaggy pale blue-haired man started, "If you weren't our warp gate, I would've loved to kill you right now…can't you do your designated role properly?!" A haggard frustrated look was displayed in his eyes as he scratched his neck with his fingernails. He took a moment to seethe in anger before looking at the other villain beside Kurogiri. "And you, Shepherd…you can't even follow my instructions…a dog who can't even follow simple instructions should just be put down on the spot."

"…spare me the complains…I have a big enough headache as it is for today." Shepherd growled. "…I don't want to hear ramblings from someone who just stayed on the side-lines and let his lackeys do all the work for him."

"You brat…I should just kill you just here and now!"

"…don't push your luck, man-child. Sensei didn't say anything about killing you if All-Might never shows up…"

"Shigaraki, Shepherd…enough." Kurogiri argued. "There is no doubt that reinforcements will be arriving thanks to the student who escaped this facility. We should retreat for today."

Shigaraki nodded with a sigh.

"You're right…we can't clear this level when facing a group of Pro-heroes…" he muttered in disappointment. "It's game over for us this time…let's just go home…"

Mineta widen his eyes at this, hope relighting quickly. "They're going home? They just said they're going home right?!"

Asui nodded, "-That's what I definitely heard-ribbit! But…isn't this a little too easy?"

All Midoriya could do was nodded at her. "For them to retreat so easily after exposing themselves…after doing practically nothing?"

Didn't they say they were trying to kill All-Might!? If they leave now they have only alerted Yuuei of the threat they pose! "Game Over"? What on earth were they trying to pull…?

"But before that," Shigaraki said suddenly. "Why don't we use this opportunity to take…"

Two bloodshot eyes snapped hungrily towards the [Frog] quirk user beside Midoriya, his arm raised high. Midoriya's heart sank as he finally registered what just happened.

"…take down the pride of the symbol of Peace down a notch?!"

Asui wasn't able to react as the palm approached her face, only Mineta was unaware of the girl's impending doom.

"D-DON'T!"

Once his fingers grasped her face like a grim reaper…

Nothing happened.

Shigaraki let out a sigh of disappointment as he took a glance behind him. "You really are cool…Eraserhead." The desperate, glowing and bloody scarlet eye of their homeroom teacher was adamantly locked on to Shigaraki, cancelling his quirk.

The noumu holding the Pro-Hero in place however, knocked him out for good with another smash head-first into the cement.

This is bad! This is bad! THIS IS BAD!

The opponent this time wasn't something they can escape from by using tricks or simple tactics.

He just needed one punch…to push the villain back while quickly escaping with Asui!

Eraserhead can't save them anymore! It's now or never!

"GET…YOUR HANDS OFF HER!"

Shigaraki turned to stare at him, his eyes wide in minor surprise. The boy rushed forward with his teeth grit and fist clenched tight.

"…DETROIT SMASH!"

A blast of wind blew the area in front of him apart, the water surrounding him was pushed away like a massive tidal wave, the loose debris flying everywhere forced Asui and Mineta to shut their eyes as the devastating punch of their green-haired classmate was displayed in full force. The shockwave from the blow also whipped up a huge cloud of dust .

As it settled, Izuku's eyes widened in shock to see the large form of Nomu in front of him, completely unfazed by his punch.

How did it appear here from Aizawa sensei's side in such a short time?!

How is it unaffected?! I definitely used One-for-all!

Was this…was this how they were planning to kill All-Might?!

"You move well," Shigaraki muttered from the giant Noumu, "Your 'Smash'…are you a follower of All-Might?" He sighed when Midoriya refused to reply as he shivered in fear. "Well…I'm done with you anyway. Noumu, do it."

The beak-mouthed monster glared down at the green-haired boy, its hand ready to crush him. At the same time, Shigaraki reached his hand out towards Asui and Mineta once more, getting ready to activate his [Decay] quirk without any interference from Eraserhead this time.

All Midoriya could do…was hear the sound of doors slamming open.

"I had a feeling that something was off when Thirteen didn't answer my calls," A powerful voice rumbled along with echoing footsteps. "So, I hurried here and happened to see young Iida along the way, and he told me just enough for me to get the gist of what's happening here…but it's okay now. Have no fear…" The expression on the man's face rivaled that of a wrathful god.

"FOR I…HAVE COME."

.

=[USJ Entrance]=

For the first time in a long while…he was furious.

Villains had attacked his students, and if what he heard from young Iida was correct, it was all for the purpose of drawing him out.

Of all the cowardly tactics he had seen in his life, this had to be by far the most despicable one yet.

Toshinori…All-Might seethed in anger as he took in the horrible scene laid out in front of him; Thirteen had a gaping hole through his chest and his breathing was weak, dangerously weak. The other students…young Shoji, Sato, Sero and Mina were unconscious, the [Dupli-arms] and [Suger Rush] quirk users were sweating and groaning in pain, parts of their skin where they suffered severe wounds was blighted with a black colour. Sero was clutching his midriff in pain…due to broken bones. And…Uraraka was gazing at All-Might's appearance with renewed hope, her eyes red from crying, and the number 1 hero could tell that she had been doing all she could to bandage up her classmates' wounds, even though it had little effect.

"What happened here?" All-Might asked, noticing the small number of students gathered together. He then rushed to an extremely weakened Thirteen. "This…this is horrible…who did this…? Where's the rest of the students? Thirteen! Talk to me Thirteen!"

"S-Sorry All-Might…!" Thirteen said weakly, "The villain got me...! The s-students, some of them are still scattered across the USJ by a villain who can warp, but the students here done in by another…p-please tend to them first!"

All-Might grimaced as he examined the wounds inflicted upon everyone by the USJ entrance. "Don't worry, help is on the way! The principal will be coming here along with the other teachers, so hang on!"

A small tug from the fallen space-hero got All-Might to listen to another warning. "B-Be careful…! Other than the warp villain, there is another wanted villain here who you must be careful…he's the one who took down everyone here…!"

All-Might nodded. He then turned to Uraraka. "Young Uraraka…are you okay?"

"Y-Yes sir!" The brown-haired girl replied hastily, the light in her eyes coming back from the edge of despair now that the number 1 hero was here. "B-But everyone…!"

"I know, but now I need you to help move your friends close together to a corner and protect them until the other teachers arrive. Can you do that?"

A nervous but brave nod got All-Might to smile back. "Good."

They dare…they dare to harm children to this extent?! Where were they…?!

He found them by the plaza square right in front of him, their eyes filled with fear as though they were regretting ever coming here to challenge the heroes.

In an instance, he blurred around the battlefield. The lesser villains dropped to the ground as he streaked across the battlefield like lightning, his eyes gazing towards where a large monster was holding down Aizawa, as well as several other students fighting.

The villains had their fun.

Now it's time for payback.

.

=[USJ center square plaza]=

The entire situation had gone completely downhill ever since the arrival of All-Might.

The tide of the battle was flipped so fast that even Shepherd himself was dumbfounded by the sheer power displayed by the number 1 Pro-hero.

It happened so fast.

A blast of wind knocked him, Shigaraki, and the giant Noumu off their feet as the yellow blur grabbed the Eraserhead and the three hero students to a safe corner. Even the mostly intangible Kurogiri was blown into the air by All-Might's movements.

All-Might was strong…ridiculously strong…Shepherd knew that instantly by instinct. The fight with Muscular felt like a joke now that he was standing in front of the symbol of peace himself. If he were to fight him now…would he survive?

He was about to step forward when a piercing glare by Shigaraki froze him in place. "You stay out of this! We have the Noumu for a reason! Get him, Noumu!" With a mad cackle, Shigaraki commanded the hulking monster to charge All-Might.

"You're quite the big one aren't you!?" The number 1 hero blocked Noumu's punch and returned one of his own, but much to the former's shock, the attack was rendered ineffective. Every single punch caused the behemoth's skin to ripple and shake, but the monster just took everything thrown at it without showing a hint of emotion.

"That won't work, that won't work!" Shigaraki exclaimed gleefully. "He's got a shock absorption quirk; he's specially made to fight you All-Might!"

"…so he's specially made to directly counter the opponent's strength? What a tasteless fight…!" Shepherd snarled with disgust. "…let me fight All-Might Shigaraki! Make the Noumu fight the rest of the heroes and kids for all I care, but let me crush All-Might!"

"Sensei ordered you to listen to my instructions for this operation, so shut up and stay back!" Tomura snapped back to the masked teen as he began cooperating with Kurogiri to handle All-Might with one of their specially planned 'tactics'. "You have already failed once when you let the student escaped outside to get help, so the least you can do is keep an eye on the other hero brats and make sure they do not interfere in my battle…do I make myself clear?"

Shepherd really wanted to kill the man-child for that, but he had a point. Sensei specially ordered him to help Shigaraki and if he wanted to fight All-Might now, he would be disobeying orders. If this was reported back to Sensei…he shuddered to think just how disappointed the leader would be.

"…tch!" He turned his attention to the three students All-Might had just saved; a green-haired boy with freckles, a girl with frog features and a purple-costumed midget wearing a diaper. All of three students flinched when he glared at them.

"…this is all your fault…if only you guys knew your place and tried not to do anything…!" Shepherd declared, feeling no excitement from fighting mere students, but the sight of them reminded him of his earlier blunder with the four-eyes engine-legged boy.

"…tch!"

He seriously wished for the Noumu to lose; that disgusting mindless puppet can be destroyed for all he cared. That way he could still fight All-Might after he was done dealing with the children.

.

=[]=

Shepherd took a good look at his supposed opponents. They were all students, around the same age as him from what he could tell. They were tired, but their eyes held weary, determination, and hidden fury for what the villains had pulled during their supposed rescue exercise lesson. The green-haired boy stood in front of the group as though he was the leader…or simply because out of the three of them, he had the best chance of fighting against the opponent?

Wait…green hair…?

Shepherd paused for a millisecond, trying to think why that reminded him of something. And that green hair…why did it felt so nostalgic…? This was the first time he felt like this.

Well, it did not matter…all of them are the enemy, so there was no point overthinking things.

"Midoriya…what do we do?" The midget with purple balls for hair spoke out, his legs quivering from the close shaves he had with the villains, looking ready to run way. He looked like a typical weakling in Shepherd's eyes, "Should we go back to the entrance and check on the rest of our class? We don't have to fight this guy! There's something off about him!"

"But where can we go?" the green-haired kid called Midoriya replied, his fists raised as he got into a rather sloppy fighting stance, but he glaring at Shepherd with unwavering concentration despite the several broken fingers and other injuries he sustained. Was he a close-combatant type? "There's no guarantee that the villain won't follow us if we try to run away. Mineta, for now you and Asui have to bring Aizawa-sensei somewhere safe; I'll hold him off here."

"Midoriya, don't be rash." Asui…the girl in the green costume with frog-like features told the aforementioned boy nervously while she supported the unconscious Aizawa by the shoulder, her unblinking eyes scrutinizing Shepherd nervously. A mutation-type quirk huh…Shepherd guessed that she was a close-combat type as well, but her slender frame said otherwise. "I'm not in any better position to say this, but you have three broken fingers and you should hold back any plans to attack…let's just leave this to All-Might sensei and go back to the entrance. Look, the villain doesn't look like he wants to fight…"

"…the frog girl is right; there is no reason for me to fight weaklings…at least, that was what I decided when I met your friends back at the entrance behind you…" Shepherd suddenly said, making the three students snapped their heads towards the dog-masked villain at the mention of their classmates. "…you hero students have a serious knack for making rash decisions without considering your own fighting strength…the boy with the glasses didn't heed my warning and escaped this place, but now the rest of his friends are paying the price…"

"That voice…" Asui noticed, "Is he the same age as us-ribbit?"

"…what do you mean by that?" Izuku asked, his eyes narrowing with worry and increasing anger. "What have you done to our classmates?"

"…they are not dead, for now…I just gave them a little roughing up when they did not heed my warnings…but at this rate, the poison is going to eat their bodies from the inside-out…but I got bored, so I spared one of them."

The green-haired boy suddenly clenched his fist, his body shaking with increasing anger as he registered what the villain just said. Asui didn't let it show on her face, but she whipped her head towards the USJ entrance with worry-filled eyes. "M-Midoriya…this guy's bad news…!" Mineta shook Izuku's arm with shaky hands as he looked at Shepherd with terrified eyes.

There was that name again…Midoriya…

His tempers were starting to hurt. Why was that name making him feel this way? Shepherd paused for a millisecond, trying to think why that reminded him of something. And that green hair…why did it felt so nostalgic…? What was happening to him? "You're starting to give me a headache…!" Shepherd muttered, allowing his sludge to drip down from his arms and coagulate into two huge blobs of semi-solid ooze. The sight of it made Mineta and Asui slightly repulsed.

"Tar…no, sludge?" Midoriya exclaimed, instantly reminded of the day he and Bakugo were involved in the sludge villain incident, and just how helpless he was during that time. But that was then, he also witnessed how easily the sludge villain was suppressed just from one of All-Might's punches. If he played his cards right, this villain may be somewhat easy to handle…

His thoughts were cut short when the sludge on one of Shepherd's arms hardened to a weirdly-shaped cylinder resembling a gun barrel. "…Schwarze Hagel (Black Hail)!" Black shards of hardened sludge burst out and rained hazardously on the three students.

"Scatter!" Midoriya and Mineta quickly ran out of the line of fire, drawing away the villain's attention from Asui, who was busy moving Aizawa-sensei out from the fight. While Shepherd shifted his gaze to target Mineta first, Izuku rushed in from behind with his fist reared back, and threw it forward.

Well, tried to, anyway.

Without even looking, Shepherd willed the sludge on his other arm to morph into a double-edged blade and swung it towards the green-haired boy, ready to separate his torso from his lower-half.

But the boy was no longer there, but a shadow could be seen above. Shepherd looked up, seeing the [frog] quirk user Asui high in the air, her tongue lashed out and wrapped around Midoriya's waist, pulling him out of the sludge weapon's range and into the air. "…Don't just charge in recklessly-ribbit!"

Shepherd scoffed at this, and prepared to change his positioning to fire more sludge bullets at the two airborne heroes, only to find his foot stuck to the floor like glue. With a frown, he realized that numerous purple blobs were placed on the ground, with an annoying adhesive property which glued his feet to the ground. "Take this!" Mineta grabbed more blobs from his head and threw them towards Shepherd like his life depends on it.

Shepherd growled and used his sludge to wash away those annoying adhesive balls. "Enough!" It was definitely an annoying quirk, and it took time for the sludge to remove them completely, this made Shepherd's desire to remove the scurrying midget first even higher.

"Eeek! As I thought, this is hopeless!" Mineta shrieked as he saw how easily his blobs were being handled and how murderous the villain's eyes were as they locked on to him.

"Nice Mineta-kun! Just keep on throwing them!" Midoriya shouted as he and Asui landed safely on their feet. "Keep him occupied!"

"Damn it Midoriya…you owe me a big favour when this is over!" Mineta screeched as he pulled more blobs out of his hair and lobbed the villain. The [Pop-off] quirk user's scalp was already bleeding like a faucet, but he continued to throw despite feeling light-headed.

While Shepherd was preoccupied with this, Midoriya took aim with his finger and prepared to deliver one of his devasting finger-flicks. But Shepherd anticipated it and transformed one of his arms into a spiked sledgehammer, extending it and swinging in a wide arc, hitting the green-haired boy in the side. The young hero rolled across the floor and cried out in pain as the concrete dug into his skin.

Midoriya endured the cries of pain threatening to come out of his throat and pushed himself off the ground. But in doing so, he was just in time to see Shepherd upon him, lashing out with a kick in the chest. "Gargh-!" Midoriya couldn't hold back a scream as he felt a rib crack, tumbling back into the concrete, yet the villain was on him once more with a sludge sledgehammer raised, poised to bash Midoriya's head in.

A long tongue lashed out and held the masked-villain's arm in place. "I won't let you-ribbit!" The long haired [Frog] quirk girl told him, but pain assaulted the girl as the tongue began to spot a black poisonous infection.

"…fool…think twice before you want to touch me directly…" Shepherd said flatly, grabbing the tongue and making Asui winced in pain. With a swift tug, Asui was pulled towards him. He reared his hammer-turned arm. A sickening crack could be heard as the hammer smashed into the girl's stomach like a heavy gong.

The frog girl smacked against the floor, making Midoriya and Mineta rush to her side. "Asui!" Izuku shouted in worry before glaring back at Shepherd with seething rage. "You bastard!"

"…This is what happens when weaklings try to win a fight…" Shepherd shot back, starting to grow annoyed by the green-haired youth's voice grating on his ears. "…I don't care how resolved you are as heroes, but weaklings have no right to determine their fate…!"

"Shut up!" Izuku shouted. "You villains are the pathetic ones here; fighting a losing battle! The teachers will be coming to help soon, so I'll love to see how you fare against them instead!"

"You tell him Midoriya!" Mineta cheered.

…Midoriya…

There it was again…

Every time his name was mentioned, my head would throb with a headache…

The boy was nothing impressive…so why did the mere mention of his head made him this way…!?

I have to finish this up…to make the pain go away.

"…alright then," Shepherd sighed, honestly hoping that the fight would somewhat them run away with tails between their legs. He was supposed to fight All-Might, but Shigaraki specially instructed him not to interfere with the Noumu they were given. Even from here, he could see the mindless puppet going toe-to-toe with the number 1 hero, not bad for one of Daruma's tasteless creations he hated to admit that. So he had to wait…wait to fight the number 1 hero and grow even stronger. He'll kill more powerful heroes and get even stronger, just like how Sensei said he would. So, in regards to the children who were in his way of doing so, the answer was simple. "…I'll kill you then."

The sludge morphed fast, fluidly transforming into a spiked ball and lashed forward like a frail. It slammed into the ground where Midoriya and the others had been standing, breaking it apart. As they scattered again, he fired off more black shards using his quirk's scattershot mode.

Midoriya held back the urge to scream as he was forced to use one of his fingers to obliterate most of the sludge coming his way with his air-cannon like finger-flick to protect Asui while Mineta made use of his small size to dodge and weave his way out of the obsidian hellstorm. But there was a limit to just dodging; some of the shards struck him in the leg and arm.

Mineta whimpered in pain as the poison coursed its way through his wounds. "…shit! It hurts…!" It was like something was slowly eating his flesh from the inside-out.

"Mineta-kun! You…!" Midoriya hissed as he jumped. Shepherd frowned as he observed the boy preparing to use one of his two remaining fingers for another of his attacks. Red lightning streaks crackled and flashed across his hand as he spun in the air and aimed for Shepherd, his finger poised to send the villain flying across USJ.

"SMAS-"

"…you think I'll let you…?" Without batting an eyelid, he unleashed a wave of expanding sludge which wrapped around the falling Midoriya's leg tightly like a vice. Before Izuku could respond to this, he was repeatedly slammed into the ground and flung around like a ragdoll. He did this until he could hear the bones distinctly cracked and his body was wrecked.

"M-Midoriya…!" Asui watched in horror when she finally opened her eyes, having them closed earlier when the hammer strike from Shepherd's sludge-morphing quirk threatened to knock her out for good. She felt her tongue searing in pain like fire, and black infections blighted her body where Shepherd had wounded her. She was too careless…she did not expect that the villain's quirk had a toxic component…

Mineta was not doing so good as well. The pain wasn't that bad, but the diseased-black wounds inflicted to him by Shepherd was beginning to make his dizzy, and as time went by, the toxins were making the pain increased to even higher levels of agony. He was dangerously close to dropping out of the fight as well.

"His quirk's too versatile!" Izuku gritted his teeth in frustration, blood dripping down his lips as he fought to get back up. "Weapon morphing…poison…I thought he would be like the sludge villain, but I was too complacent…! He's…too strong…!"

"M-Midoriya…" Mineta mumbled, legs pushing himself up from a small pool of blood, all of which came from his scalp from overusing his quirk. "W-What do we do now?"

What can he do…? Nothing was working against this guy…!

"…so weak." A foot mercilessly grinded Midoriya's back and forced him out of his thoughts, the masked-villain looming over him. With a pitying look, Shepherd morphed his sludge arm into a spear, poised to skewer the boy like a flesh kebab.

This can't be-!"

"…now die."

It can't end like this…!

"-DIE!" a loud bestial roar resounded across the USJ as a plume of fire barrelled through the sludge and rocketed towards the villain like a missile. Shepherd quickly expanded the sludge from his arms on reflex and erected a crude shield to block the sudden attack. An ash-blonde haired boy with a murderous sneer aimed the explosion straight at the sludge shield, the extreme heat destroying parts of the toxic metal but failed to truly penetrate it. Upon seeing this, the assaulter just gave another sneer as he piled on the explosive power and blasted through the barricade and delivered a series of searing burns onto the villain's body. Clenching his teeth in mild pain and annoyance, Shepherd let forth a wave of sludge to swat off the newcomer. He was about to give chase…only to jump back when a layer of ice froze the entire ground and forced him back.

The resulting explosion caused Asui and Mineta to stumble backwards due to the great shockwave generated from the impact, but ice formed from behind them, acting like a protective shield as three new figures took center stage.

"Sorry we're late," Came the soft-spoken words, a boy with red and white hair came to view as he stood in front of his wounded classmates like a vanguard. "There're a lot of villains in the way here, so we were delayed for a short while."

"You can relax now!" A boisterous voice added, coming from a spiky red-haired kid. "Get ready for a manly comeback!"

"You look pathetic!" An aggressive and condescending voice screamed, an extremely volatile-looking boy entered the fray. "Why bother being a hero when you can't even handle these scrubs!? Deku?!"

The three of them took their stances in front of them. Kirishima with his nervous yet eager grin, Todoroki with a cold and calculating gaze, and finally Bakugo with nothing but murder in his eyes.

"You lot better stay out of my way and don't do shit!" Bakugo warned with a glare, raising his single grenade-like gauntlet towards them. "I'll kill this asshole myself, alone!"

What was with that condescending tone…? A feeling Shepherd knew all too well started to flare in his mind once more. This happened during the fight with Muscular as well; that sneer and way of speaking was making his tempers hurt again. Seriously…why do mere students have to give him such a headache?

"…more of you coming out of the woodwork…well, I guess I just have to kill you all too…!" The villain's costume was ripped to shreds by Bakugo's attack, revealing parts of the white-haired boy's bare body and his demonic-dog mask was cracked around the jaw. There were now several scorch marks on Shepherd's body, but he ignored it as the wounds began to properly mend itself, and black skin patched back over his renewed flesh.

Where did those three come from? Weren't the rest of the hero students scattered across the USJ and kept busy by those villain rabble they had collected for this purpose? Why were they here? Either those villain goons were too weak…or those three were simply strong.

"Be careful," Midoriya gazed at the three reinforcements and told them carefully. "A-All-Might is busy with the giant monster, the dark misty villain, and the other one with pale hair. The one standing guard and fighting us now can control some kind of sludge with a poisonous property. H-He can morph them into various weapons for both offense and defensive uses…and don't let his quirk touch your skin directly!"

"I DON'T need your advice!"

"Understood. So we just have to keep out of his reach and take him down right?" Todoroki calmly took in Midoriya's advice in contrast to his loud childhood friend. "Just leave this to us, I met with Uraraka earlier and she told me how Iida managed to escape to get help. But the others…"

"I know…" Midoriya grimaced. "This was the villain that defeated the group by the USJ entrance."

"Wait, I don't understand. What happened to those by the exit?" Kirishima demanded with a hint of worry. "Thirteen was there right? How could a Pro-hero…!"

"They all had these weird black spots over their bodies…poison I assumed." Todoroki answered, "Thirteen-sensei, Asui and Mineta over there…they all had the same types of wounds inflicted upon them. The sooner we defeat this guy, the faster we can get all of them back to Recovery Girl after we help All-Might."

"Poison…?" Kirishima muttered, before glaring at Shepherd with fury evident on his face. "That's not manly at all! You'll pay for that you hear me?!"

"…are you done? Can you all just go away…?" Shepherd asked, letting the sludge ooze from his arms once more. "If I don't get back to the man-child's side soon, I'll lose my chance to fight All-Might…If that happens, I won't be able to get stronger…then I'll won't be able to make Sensei happy…!"

"What the heck…you think we care about that?!" The spiky redhead called Kirishima yelled in irritation. This guy just harmed all of their friends just for that kind of reason?! "I say we send this guy packing!" he gestured to his other three classmates. "His quirk is kind of dangerous, but it's now 4 vs 1! We can take him!"

"Don't tell me the fucking obvious Head-for-brains," Bakugo growled. "I still haven't gotten my payback on that mist bastard for warpping me to who-knows-where."

"That I agree," Todoroki added on. "We can't afford to waste time here while All-Might is fighting, let's just quickly end this."

Shepherd cringed at that. He really wanted to get to All-Might, not waste time talking to these kids. Why were the students of this school so insistent on fighting so much? Why do they have a death wish? If talking to them won't make them leave, than force would be the only option.

"…you asked for it." Without a moment's hesitation, he leapt forward to the boy who insisted on fighting the most; Kirishima. He jumped and brought his leg up; morphing the sludge to encase his boot into a black spiked mallet, kicking down to bash the redhead in the head. However, Kirishima hardened his entire body, protecting himself against the attack with both arms and placed a strong grip on his leg. He dug his hardened fingers into Shepherd's limbs as he twisted and locked them in place.

"I'm not letting go! Now!" He gave the signal to the rest of his classmates.

Bakugo moved before Kirishima said those words, not letting go of this chance. Bakugo came charging at him fist raised to deal an explosion at point-blank. Midoriya was right behind him, his fist reared back. Both boys were poised to pummel Shepherd to submission.

However, none of that happened…when Shepherd twisted his body around, causing the captured leg to twist, the skin and muscle tearing open and blood to splatter out from the ruptured limb. The sickening crunch of bones echoed throughout the area, causing Kirishima to cringe in disgust, Bakugo to widen his eyes in bewilderment, while Midoriya was aghast and horrified. As he spun, the sludge on Shepherd's arms transformed into twin whips and batted away the incoming duo plus Kirishima, sending the boys impacting to the ground with a loud thud.

"…what the hell was that?!" Todoroki thought as he activated his quirk and sent a wave of blistering ice spikes towards the villain while he still had his attention on his other three classmates. Shepherd however, reacted to that as well; using his sludge whips to slash the air in a wide arc and forced the [half-cold, half-hot] quirk boy to retreat while the ice was sliced to pieces.

The white-haired boy landed on his intact leg, completely unfazed as the mangled leg spun back until it fixed itself, bones mending and new skin covering the wound. Super Regeneration?! The four class 1-A students nearly retched at this sight. They were shocked by the fact that the boy possessed a second quirk, but it seemed really painful. Why was he just standing there unfazed by all this?

"…You guys think they after everything I went through…" His purple eyes narrowed into a glare. "…you think something like THAT hurts?!"

The moment those words left his lips, familiar black sludge flowed down Shepherd's arms and onto the floor, the dark ooze twisting into a new abominable weapon, coiling around the boy's arm continuously before revealing a jet-black drill laced with spikes. "…you guys…don't really listen, do you…! And after all the warnings I gave to you guys…you just wouldn't listen, would you?"

"This is bad!" Todoroki watched as the young villain did the same with his other arm and walked towards them at a steady pace, those drills of his began turning rapidly until a loud sound like a blender could be heard. The hybrid quirk recommended student of class 1-A quickly stood in front of the fallen trio and forced out ice, making his powerful quirk burst forth from his right side in an icy torrent, rippling through the concrete as it prepared to spear through Shepherd.

He observed in horror as Shepherd using his new sludge armaments to bulldoze his way through the ice waves. Shoto countered this by sending a wider blast and poured more ice to push the villain away. But Shepherd just continued to drill his way through the ice barricade, growing ever closer to them with each step he took.

Damn it!

"Bakugo!" Todoroki shouted as he doubled his efforts to unleash his ice upon Shepherd, who was dangerously close to slashing and hacking his way through to him. "Can't you help to move Kirishima and Midoriya out of the way?! That way I can-!"

"Don't give that shit about defence and try to lecture me on what to do!" Bakugo used his explosions to propel himself over Todoroki's ice and made his way to Shepherd with one of his grenade gauntlets pointed towards the villain. "If I can use an attack with enough power, this villain shit will be overwhelmed in one blow! Not even his weak-ass slime can hope to defend against this! Eat…"

"…THIS!" Pulling a pin out what followed was a massive torrent of an explosion that engulfed everything in its path. The deafening thunder of the blast thundered alongside the giant cone of destruction which surged over a mildly surprised Shepherd. When the dust cleared, everything in front of Bakugo was obliterated, and the villain was nowhere to be found.

"Tch…! Seriously Bakugo, would it hurt to give a warning…?!" Todoroki clicked his tongue in annoyance, barely having any time to construct an ice dome to protect a recovering Midoriya, himself and Kirishima, who had awoken due to the loud noise. "Not to mention, you just killed a villain, we are not authorised to inflict excessive harm unless there's no choice. Even if it's a villain-!"

"Got a problem half-and-half bastard? Who cares about what happens to a low-life villain?" The ash-blonde cut him off with a scoff. "That guy was going to kill us, right? And he sprouted some crap about fighting All-Might…what a joke. I didn't expect that guy to die so easily, funny how he talked big and acted like some cringy edgy character before. I say I did the world a favour by getting rid of that trash."

"That does not give you the right to kill him!" Midoriya yelled angrily, horrified by what Bakugo had just done. "You could have handled him with lower power and captured him! That was clearly excessive-!"

"Deku…" Bakugo hissed, explosions popping on his palms. "You're funny…taking the side of a mere villain. That bastard was belittling All-Might, and he was trying to kill us, so he got what he deserved. Let me tell you something, at least I have the resolve to do what you damn extras have struggled with for so long; doing whatever I need to get the job done. That is the difference between me, and a shitty nerd like you."

"You have always been like this…!" Izuku seethed, taking a step forward and confronting his childhood friend. "Thinking that life's a pyramid where you can step on top of others using your quirk to fuel that superiority complex of yours! Don't just kill people to fill your ego! Because of you-!"

"Dude calm down!" Kirishima stopped them with hands on their shoulders. "We can talk about this later, now we should go help All-Might-!" But something slammed into the redhead's chest with great impact and cut him off. A black brick hammer sent him across the water rendered him unconscious.

"…that was quite something; looks like at least one of you is a decent opponent." The stunned trio of students whipped their heads around in alarmed to see Shepherd behind them, his costume was almost burned off entirely and even more cracks appeared on his mask. Good grief…if not for the fact that his sludge quirk had a decent fire-retardant property. Maybe he should ask Giran to add 'fire resistant' to the list of things needed for his costume…he'll run out at this rate.

"How did he get behind us?!" Bakugo wondered, he swore the bastard was caught up in the blast radius, so how the hell did he escaped?!

"…I would have loved to fight you, but…" Shepherd shot the [Explosion] quirk boy a look of pure loathing. "…something about you just makes my skin crawl…!" Todoroki, Bakugo and Midoriya were forced back, but found themselves running for cover once more as Shepherd morphed his sludge to twin barrels and fired off those annoying hardened shards of toxic metal, earning them a couple of wounds. Todoroki clutched his hand over the cuts on his arms and quickly created a wall of ice to block the wide-ranged attack. "…Schwarze Hagel!"

"Che…! His quirk's too versatile…" Todoroki growled; his hands full just from blocking Shepherd's relentless onslaught. "It can change from liquid to solid, and not to mention poisonous. To make things worse, he also has regeneration…!"

"While we're stuck here, All-Might is-!" Midoriya cast a worried look in the number 1 hero's direction, the latter currently in a four-way battle against the Noumu, Kurogiri and Shigaraki. He had just sacrificed the last two fingers to prevent most of the sludge attack from reaching him, and the pain was getting unbearably agonizing to endure.

"…Are you in the position to worry about other people? You should be concerned about saving yourselves…" Shepherd told them, increasingly annoyed by the student's stubborn tenacity. "…Besides, do you think weaklings such as yourself will make a difference? Just look at yourselves; you're all out of breath." Bakugo was gritting his teeth wildly, visibly angry by the fact that the villain was giving him such a hard time. Todoroki had half of his body covering in frost, hindering his movements somehow as his quirk seemed to be taking quite a toll on him. Midoriya had it worse, his fingers had been rendered useless, and the poison from the previous sludge attack was slowly making black spots appear in his vision.

"What do you think low-life trash like you fucks can do?!" Bakugo screamed, spatting out venomously in masked-villain's face, "All-Might is the symbol of peace, the absolute pinnacle of power! There's nothing you villain rabble can do!"

"Don't you dare sprout nonsense when you guys are the ones who attacked first!" Midoriya shouted, getting back up on his feet despite his many bruises and wounds. "We will protect All-Might as well, because we're heroes! Our dreams of saving others…don't you dare call us weak!"

"That's right." Todoroki continued. "You guys came in here to wreak havoc on students and teachers just to bait out All-Might. You said you only wished to fight All-Might to become stronger. But all you did was hurt, torture and make our classmates suffer for your selfish reasons. If you ask me…the only weakling around here, is you."

That lone sentence was like a slap to the face for Shepherd. However that shock was quickly by feral rage…

Without him realizing fully…an expression of pure rage was displayed in full force, his purple irises pulsing madly, and his sclera turned black.

"…what do you know…? What do you guys…with that justice crap sprouting out of your mouths…know about me?!"

The group visibly recoiled, even the stoic Todoroki showed a rare expression of slight fear and wariness towards the sudden change in attitude. His voice had become so cold…so twisted and distorted, and the air turned oppressive. The sludge surrounding Shepherd bubbled like boiling tar, as though it was responding to its owner's burning rage.

"…You don't know anything…what do you know about being weak…?!"

The sludge on Shepherd's arms gushed out at a rapid pace and twisted madly, wrapping around his arms like hideous armour and formed two massive sets of claws, razor-sharp talons fidgeting to slice something apart.

"…weak…is when you can't choose whether you wanted to live or die!"

A third appendage erupted from Shepherd's back; twisting, writhing, expanding and hardening until it formed a barbed tail, a spiked curved blade at the tip gleaming a malicious black. It snaked to life, the blade edge aimed at the three horrified students like a snake which found its prey.

"Weakness…it's when…YOU ARE FORCED TO BEAR THE PAIN EVERYDAY! IT'S SCREAMING…MELTING…BURNING YOU FROM THE INSIDE…WHILE YOU'RE UNABLE TO DO ANYTHING TO STOP IT!"

That one roar had given rise to a whole new evolution. The putrid stench of the sludge had never been greater, and the black ooze had given Shepherd a bestial appearance. He crouched on all fours, his claws and tail made with compressed, hardened sludge the colour of darkest night. The demonic snarl of the hound mask the villain was wearing now looked like a part of his face, his sclera infected black and purple irises pulsing with unhitched madness.

"DON'T YOU DARE…" Shepherd bellowed in fury. "…CALL ME WEAK!"

None of the class 1-A students could respond. They were too paralyzed with fear. This was the first time they had encountered villains…but were all of them like this?! Could that…thing…be even called a villain anymore?

"Midoriya…Bakugo…! We have to take Asui and Mineta, and get out of here now!" Todoroki actually had a hint of fear in his tone, something that perturbed Midoriya, who had always known Todoroki as a calm and battle-seasoned individual.

"W-Wha…are you saying, Todoroki-kun?"

"We have to get out of here now!" Todoroki's face was tense, his body trembling slightly. "I was figuring out why his quirk looked so familiar, and I suddenly remembered! This guys is a S-rank villain who killed four Pro-Heroes in Kamino Ward! He's a hero killer, Shepherd!"

"Shepherd?!" Midoriya asked, his eyes not leaving the monster that resembled a beast spawned from hell.

"I DON'T CARE! We have to take down this crazy bastard now and help All-Might!" Bakugo bolted forward with a sonorous boom, hurling himself towards the villain.

Shepherd pawed the ground like a crazed canine and growled. "TAKE IT BACK…" he groaned. "TAKE IT BACK…TAKE IT BACK!"

And he blitzed forward with a snarl.

He moved faster than Bakugo could perceive, and a clawed arm grabbed him by the head. Without any time to react, the next thing the ash-blonde teen knew was that Shepherd slammed his head into the cement, before dragging him across the concrete. This caused the [Explosion] quirk student to yell in pain before Shepherd flung him far away from the battle.

"Kacchan!" Midoriya shouted in panic.

"We have to do something about this right now…!" Todoroki narrowed his eyes as he clenched his teeth, the sludge villain's attention now locked on him and Midoriya. "We definitely can't let this thing run wild in the USJ, as long as the teachers are not here yet, we have to keep this thing away from All-Might and the others!" He unleashed waves of ice upon Shepherd, and when he was distracted, Midoriya concentrated the power around his legs, rushing toward the villain in an insane speed and his fist cocked back.

"…SMASH!" The force hit Shepherd straight in the chest, making him roar in pain. But Midoriya's temporary victory ended quickly when the wounds began to heal, and the One-for-All inheritor found himself lifted into the air by the black clawed hand, Shepherd's eyes glaring at him evilly.

"S-Shit…I forgot-!" Were the last words Midoriya choked out before he was thrown a far distance away from Todoroki, the powerful black tail lashing out and flung Midoriya away with a force of a cannon.

"Midoriya!" Todoroki clicked his tongue as the black chaotic beast rushed towards him, forcing him to sent out pillars of ice as Shepherd's left arm twisted and morphed into a more hideous version of a Morningstar, spinning into the air and making the spiked ball destroy the wall of frost completely.

Defence was the only option for Todoroki.

Without a moment to waste, Shoto conjured another wall of ice pillars just as Shepherd pounced forward with his right claw morphing into a giant, hellish blade, slicing the ice again like a guillotine. This painful process continued with Shepherd unleashing his arsenal of sludge weapons like a madman. Hammers, drills, whips, blades…they all bashed through the hero student's quirk like it was nothing.

Shoto used a small window between the sludge morphing to sent out a wide ice blast and forced Shepherd back, pouring more ice to push him further away. If he could just force him into the water…maybe the sludge will dissolve somehow…

Shepherd roared with fury as he hammered down and clawed the ground like a crazed animal hungering for its prey. And then

"TAKE IT BACK! TAKE IT BACK…TAKE IT BACK!" The villain continued to scream; madness evident in his eyes. Shepherd roared with fury as he hammered down and clawed the ground like a crazed animal hungering for its prey. And then he lifted both of his arms before piercing them through the ground, making Todoroki confused by this weird action.

"What is he…?"

An ominous rumble answered Todoroki's question, as the entire area frozen by Todoroki began to shake and rupture, black spikes jutting out like demonic spears and spiked their way towards Todoroki. "SCHWARZE...SCHLUND BESTATTUNG! (Black Beast Fanged Burial)" Shepherd screamed out his special attack in a bestial rage.

Todoroki desperately tried to escape by using his ice to propel himself backwards, but given his slow reaction this time in addition to the sludge's insane speed, several of the black spears had managed to catch up to the [Half-cold, half-hot] quirk user. Cuts, pierces and many wounds were inflicted upon Todoroki. With a painful cry, the boy fell to the ground riddled with slashes.

Shepherd could feel someone shouting for him to stop, an irritating voice at the back of his head screaming. Why should he stop? It was as he said earlier: Weaklings shall perish while the strong survives. The ones who died shall pave the way for him to reach even greater heights. They insulted him as a weakling, they all deserved to die. Those who belittled him shall know their place and will be trampled upon. Be it a student, a teacher, the number 1 hero…or even his allies. To fight…and become even stronger…and completely erase weakness…

At this point, he wasn't going to care if he interfered in Shigaraki's fight and take All-Might for himself, even if it means disappointing Sensei. Sensei told him that he was happy to see him growing even stronger for the league. If it means getting stronger, he wouldn't care less about his own allies.

He remembered when Sensei was there when he was lost, unable to remember who he was. It was Sensei who gave him a name. It was Sensei who nurtured him and treated him like his own son. No matter how gory he looked, how many corpses laid by him, Sensei would accept him…no matter what.

Sensei had saved him…and he would not betray his expectations.

These heroes…even students…they were in the way…they had belittled him…their cause…and got in the way of his goal. It doesn't matter if they were heroes…villains…or even the entire world. He'll crush anybody who looks down on him!

A soft coughing broke his thoughts. His eyes found the boy called Midoriya, who had barely recovered, black blights covering his arms where Shepherd's tail had slashed him. "I was supposed to stab you through your chest where it's fatal…" His dark eyes lingered on Midoriya's heavily wounded figure. "…but it appears you were spared thanks to putting up your guard at the last second, huh?"

Dark spots were beginning to cover the green-haired boy's vision, and he could barely feel his limbs. Gritting his teeth, he aimed his arm at Shepherd, not caring if it was going to be broken. "You…! SMASH!"

He unleashed every once of One-for-All. Every single bit of strength he could muster.

Shepherd just tilted his head to the side and let the power of the punch roar past him, obliterating a section of the USJ's perimeter.

"…The toxins have been circulating through your systems for quite some time since we started, haven't we ?" Midoriya tried to inch away from the white-haired villain, only to stumble and fell to the ground as the numbness of his limbs increased. "It will eat your flesh, render your limbs useless before making its way into your organs." Shepherd was now right in front of him.

Midoriya could feel his entire body trembling. Not even One-for-All could stop this guy. Was this the realm where pros face this kind of opponents daily? Their world? He thought he was ready to take the first step…but he was greatly naïve. Seeing as to how he was unable to do anything, he could only cry out tears of frustration, glaring back at Shepherd with anger burning in his eyes.

"Why are you crying…? Are you angry of dying here…?" Shepherd asked. "Do you think that if you put your life on the line for others, you deserve not to die? How foolish. The weak can only live their lives while being trampled underfoot, and paved the way for the strong."

"Why…?"

"W…Why…!" Shepherd frowned at the boy's enraged expression. "I can't even begin to understand your reasons, yours actions…what drives you guys to come here and kill everyone! Everyone here…is aiming for their dreams…and you people just show up and try to mess everything up with your nonsensical logic! Just why?! Don't think you can just stomp others underfoot because you have the power to do so! Because of people like you…my friend…!"

Friend…? Who was he talking about? Was he talking about someone who had fallen victim to other villains before? He could somewhat emphasize the feeling of loss…of absolute defeat. His friend probably was rather weak if he was killed by a villain without being able to fight back. But that was just his fate; the weak perish while the strong survives…that's all there was to it.

He could understand the pain of being weak, being unable to do anything. That was why Shepherd strived to be strong, and the teen in front of him was in the way of doing so.

"Don't you dare call my friends weaklings…" He stood over Todoroki protectively, eyes blazing with unbridled rage. "Don't you dare mock our dreams!" He glared at the white-haired villain bravely. "Take one step closer…I dare you!"

He…didn't want to see him reacting this way. He didn't know why…but he just knew why exactly the green-haired boy in front of him was acting this way. The boy was someone who cared about his friends more than anyone else, a boy who wanted to save others more than any other hero, even though he was timid, had a small build…and stutters like an idiot when talking to girls.

Again. It happened again…a sense of nostalgia. Now, another feeling expressed itself; sadness.

This boy's name…Midoriya, was it? He looked weak as hell, his fingers were all completely bruised and bleeding, his knees were shaking…but despite all of that, why doesn't he give Shepherd the impression of someone weak? This feeling…it was…admiration?!

…green hair?

"Don't cry okay? Everything will be alright!"

A child's voice spoke in his mind.

The sludge swirling around Shepherd slowed and fell down to the earth softly. The madness present in his pulsing purple irises receded while his hound masked finally cracked apart to reveal his lower features. His white hair was swept up by the wind, revealing his entire face to the world. He blinked, the image of the green-haired kid growing stronger while a lump was stuck in his throat.

And then the words came out. He whispered something so softly, that Izuku himself could not hear. It sounded confused…a little nervous…yet it held unexpected warmth and kindness which contradicted the brutal way he fought just now.

"…Mi…Midoriya…kun?"

Izuku froze. That voice…it can't be! He snapped his head up, gazing at the confused look Shepherd had on his face, and the boy whom Midoriya had been friends with since his childhood overlapped.

His reddish-brown hair which was once the colour of rust had turned snow-white. His purple eyes, while it looked worn, broken, and held a shattered look still had the spark of determination he displayed when he faced Bakugo back then in junior high.

His face was pale, and it had narrowed down from aging, but he was no doubt the same friend Midoriya had failed to save that fateful fay.

That was…impossible! He was reported to be dead, though his body was never found…but…this-!

Izuku's mouth moved on its own, nothing came out at first due to disbelief, but he whispered in fearful anticipation. "…Ha…H-Hakazuka…kun?"

Almost instantly, in that single moment, great pain erupted within Shepherd's mind, a searing sensation like fire threatening to melt his head. "Grgh…gargh-GARGGGGGHHAA!"

That crazy doctor Daruma appeared in his mind, grinning gleefully as he inserted needles all over his body. "Come now…sing! It'll ease the pain!"

He could feel them squirming under his skin…disgusting black ooze won't stop coming out of his body…he could feel them melting…his bones…intestines…his very mind! The pain he though was long gone suddenly surged back to extreme levels.

Images flooded his mind. Screams echoed in his ears. A horrible feeling like his brain was being torn apart assaulted him mercilessly. It felt like hell was opening itself to him all over again, dragging him to the lowest pits of his insanity and had him experience torture all over again.

He stumbled backwards, eyes shut tight as the pain skyrocketed and finally made him fall on his knees, clutching his head in agony.

Hakazuka…who was that person?! No…I'm Ha-Shepherd! My name is Shepherd!

He could feel it melting his insides…the pain returned at full force. The horrible feeling of the sludge…rotting his insides…going on his lungs, his blood, his intestines…it was eating him from the inside! What did that boy do?!

Please don't…please don't make me experience this pain again!

"WHAT IS THIS!?" Shepherd thundered, rearing his head back and screamed. "Grr-gargh!"

"GARGH-! GRFGHHH…GARGGGGGGGGAAAAHHHHHHHHAAARRGGGG!"

Screams erupted from his throat as he clawed his face. The sludge was beginning to writhe and twist into a formless mess like it was reacting to the owner's turmoil. What was happening…why has the pain returned?! Why was he being shown all of this!?

N-No…Stop! Don't make me remember this hell!

Midoriya's eyes widened in concern, rising to his feet despite the pain and shouted towards the spasming villain. "Hakazuka-!"

Shut up! Shut up! Shut up! SHUT UP! DON'T SAY THAT NAME GODDAMMIT!

Shepherd's mouth opened, and he screamed.

.

=[]=

Shit!

Was the word describing All-Might's situation right now.

"Kurogiri…do as planned and warp half of his lower body." The pale villain instructed as the Noumu was holding the number 1 hero in place with its inhumanely tight grip.

"I dislike guts and the like in my body, but against a person of your calibre, it cannot be helped." Kurogiri told the trapped hero as the warp gate grew tighter around All-Might and was dangerously close to digging into his skin.

A piercing , inhuman scream shook the air. The pale villain fell back with his hands clasped around his ears in pain, the dark misty villain momentarily loosened his hold on All-Might, while the hero himself was forced to clamp over his ears to block out the horrible sound.

Who had screamed?

"This voice…!" Kurogiri muttered as he gazed in his companion's direction, seeing the white-haired boy falling to the ground as he continued to scream in great agony. "Shepherd?! What happened to him?!"

All-Might continued to clamp his ears as the sound threatened to burst his eardrums, looking down to see that the villains themselves were confused by this sudden interruption.

"What the hell is happening to that brat now…!?" Shigaraki growled in annoyance as he looked at his fellow villain's direction. "Whatever…Kurogiri, continue to dissect the symbol of peace in half with your [Warp gate]! Do it now!"

"But Shepherd-!"

"I don't care!" Shigaraki screamed, his eyes glowing a dangerous red. "We got a rare chance to continue, and I won't let such an opportunity to kill the symbol of peace once and for all slip away! Kill him, Kurogiri! DO IT RIGHT NOW!"

Part of the dark mist villain was tempted to take a look at Shepherd's situation. Just what in the world happened for him to scream like that? Even if there were exceptional students, there was no way he would have been beaten so easily, much less reduced to a screaming fit. But if he were to lose his concentration now, their efforts to kill All-Might could be all for naught. He has to finish this up as soon as possible!

With an unnatural grunt of impatience and rage displayed in the misty villain's yellow eyes, he cast a glare towards All-Might. "I was hoping to witness your death nice and slow…but I'll tear you in half alongside the Noumu right now! Die-!"

"HOW ABOUT YOU DIE INSTEAD!?"

"What the-!" All-Might's eyes snapped open as an explosion ripped through above him, dispersing the dark mist villain in every direction. Seeing this chance, All-Might gave the Noumu a good whack to the face and made him loosen his grip. "I have to put down this monster while I have the chance!" With all of his power, All-Might sent the Noumu hurling into the air with one massive punch after many consecutive punches to counter the monster's [Shock Absorption], sending him packing out of the USJ's roof much to Shigaraki's utter shock.

"hah…hah, found your weak spot you shitty mist bastard…!" All-Might turned around to see a horribly battered Bakugo suppressing the portal villain by pressing down on the metal component of his seemingly intangible body.

"Young Bakugo…? Wasn't he fighting some other villain with young Midoriya and the other students? If he's here, wouldn't that mean that the other villain has been taken care of?" All-Might grew hopeful.

"I didn't see him…!" Kurogiri grimaced. "I should have sensed him coming…shit-!"

"A STUDENT?! WHAT THE HELL IS SHEPHERD DOING?!" Shigaraki cried out, his fingers clawing his neck. "It was his job to keep the brats busy! Why is one of the students here?! WHY? Just how many times is that brat going to infuriate me?!"

Shepherd? Was that the name of the villain young Bakugo and the others were fighting? In spite of his various injuries, he flashed a smile towards the ash-blonde kid who saved him. "Thanks for the save, young Bakugo. I trust that you didn't rough up the villain too hard before coming here?" he chuckled.

"No…I-!" Bakugo muttered, the lack of the boy's usual aggressiveness surprised All-Might. In fact, there was a hint of nervousness and fear in his voice. "The villain…he-!"

A second scream caused shivers to run down everyone's spines, making them clamped their hands over their ears to block out the horrible sound. Kurogiri made use of the noise this time; expanding his form and throwing Bakugo off him, before re-joining Shigaraki's side.

"Shigaraki, we have to retreat!" Kurogiri advised urgently. "With the Noumu gone and Shepherd in that state, we cannot defeat the symbol of peace!" In that moment, the doors to the USJ opened, and the teachers of Yuuei burst into the building, immediately getting to work.

"Grrr…!" Shigaraki was that close to screaming back, but a sigh escaped instead. With a disgruntled nod at Kurogiri, the dark misty villain conjured a portal gate and transported Shigaraki away before All-Might could even react.

.

=[]=

"Hakazuka! Is that you?! Talk to me, Hakazu-!"

A dark swirling portal materialised in front of Midoriya, obscuring his view of the screaming white-haired villain. Suddenly, a pale hand grabbed Shepherd by the arm and yanked into the dark portal.

Midoriya paled when he realised it was the warp gate villain and the creepy guy with the pale blue hair. Weren't they fighting All-Might just now? What happened to All-Might?!

The pair of yellow eyes glared from the warp gate. "My apologies, but we would love to take back our fellow companion if you wouldn't mind.

"His mask broke huh?" Shigaraki muttered and scoffed. "What a blunder, now his face is revealed to the heroes."

"Stop dawdling and get back into the portal Shigaraki, the other heroes will be taking back this facility soon." Kurogiri berated, feeling a tad more forceful as he felt the broken Shepherd struggling against his shadowy tendrils, clutching his head and whimpering like a hurt puppy. Kurogiri pulled his body into the portal along with Tomura, casting the heroes one last glare before the entire villain group faded into the swirling darkness. Shigaraki himself was giving the heroes one last venomous look, his bloodshot eyes promising suffering and death.

"You guys got lucky…we still have a saved file to continue!"

"H-Hakazuka!" Midoriya tried to shout, but his body finally buckled down from the poison circulating in his system. All he could do was slammed his fist onto the floor as he cried, lost and confused at this sick joke fate seemed to be playing on him.

.

=[League of Villains Hideout. Kamino Ward]=

"It's all your fault!" Shepherd whimpered once Shigaraki violently tossed him to the floor once they returned to the hideout. "If it weren't for you, we would have gotten the symbol of peace! You had one job, just ONE JOB!"

"Shigaraki enough. Shepherd, are you alright?" Kurogiri asked, having witnessed Shepherd's sudden breakdown. "Shepherd, can you hear me?"

"W-Why…?" His body continued to shake. "Why do they make me feel so much p-pain…?"

Shigaraki and Kurogiri looked at each other in confusion. Never have they seen the kid act this way before.

"Make it stop…!" tears continued to spill from Shepherd's eyes, the searing migraine won't go away. He just wanted the pain to stop. "Please…just make it stop…!"

.

=[To be continued]=

"Why does it hurt so bad…?! The pain is returning…! My head is splitting! Gar-gargh…! That boy with the freckles…that brat with the blonde hair…w-why do I feel this pain…?! Why couldn't I finish off that boy…he looked weak as hell…what did he say?! Haka…zuka-! No…NO! Who's that? Why did that boy call me that?! I'm Shepherd! I DON'T KNOW ANYONE CALLED HAKAZUKA! I AM…"

"SHEPHERD!"/ "Shepherd?"

.

A/N: Write a comment!