The Midnight Carnival

Written by Illuminet

Disclaimer: Most (if not all) Characters appearing in this story are not mine, but rather, property of the brilliant minds of Daisuke Ishiwatari and Sammy Studios. I don't came any of them as my own.

Note: Unfortunately, I ran out of gas for the AU version of this story, so I decided to do another one with the more familiar elements of the original version, and decided to not write it with POV (To damn hard for me). It's still a Sol/I-NO romance, though.

"..."-Indicate speech

'...'-Indicate thought

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I-NO

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May Ship, Sky

The loud sound of propellers could be heard in the sky as the Jellyfish Sky Pirates air ship cut through the clouds. Most of the crew stayed inside, being that it was night time already, but the occasional member stayed on the deck, looking through the endless sea of clouds.

"What a cute boat...it's almost a waste to destroy it."

A seductive voice called from the side of the ship, making some members turn their attention to the sound. On deck, was a person no one had ever seen before. She was a short woman dressed from head to toe in dark red leather, looking almost black against the night sky. Her skin was pale, almost an ivory color. She carried a guitar in front of her, strapped around her shoulder.

"Who are you?"

One of the crew said, a small girl dressed in an orange dress and pirate cap. She hefted a large anchor around her shoulder. The woman in red looked at her a smiled slightly, her eyes showing a sort of adoration for the other young girl.

"Oh, even their captain is cute!"

Her eyes narrowed at the girl now, as she smirked slightly.

"It's no good...you all would just bother him...so I'll destroy you all!"

She said, her voice full of hate at the girl, May. May gritted her teeth at the woman before turning to see the black garbed captain of the May Ship, Johnny come up to the deck, followed by the newest member, a Gear named Dizzy.

"Johnny, everyone! Leave this to me!"

She told them in her cheery, high pitched voice, before turning to the mysterious woman. The two of them took up fighting stances as the rest of the crew watched. May attacked first, striking in a large arch at the woman, who easily side stepped it, and countered with a two handed swing of her guitar, sending May off her feet. She smirked at the young girl.

"Try harder, little girl, you almost had me."

May fumed at the comment, getting up to her feet quickly.

"Mr. Dolphin!"

May created a magic dolphin and rode it across the deck, trying to catch the woman off guard as it sped up through the air. The red cladded woman simply chuckled as she hit a chord on her guitar, sending a beam of energy at the approaching dolphin, making it disappear, before kicking out with a stiletto boot, catching May squarely in the stomach as she kept flying at her. As May reeled back, the woman slid towards her, running her arm on the length of May's body as a spike of energy rose up from deck and struck her.

"Hold on...!"

May said as she staggered back a bit, but the woman did not. She brought her arm up into the air, before slamming her hand on the strings of her guitar, her hat opening to reveal a mouth as it spat out a wave that mimicked the harsh sound of the guitar, and slamming into May and sending her on her back. May leaned up in a daze.

"Mou...too strong..."

She said groggily. Dizzy ran to the downed girl, checking to see if May was alright. Upon the girl's nod, Dizzy rose to face the female guitarist.

"I won't let you do anymore!"

She said in a firm tone of voice. The woman just grinned in delight, before her eyes took on a darker tone.

"That's right..."

She began as she brought her hand up to the side of her face, brushing back some of her dark black hair.

"...the playing ends here."

Upon finishing her sentence, the woman flipped herself in the air slightly, hitting a string on her guitar as it formed a ball of energy, then kicked out her legs, tearing the sphere in half as it lanced out like a long double bladed sword. The movement was so quick, Dizzy could not react as the beam struck her in the chest, making her reeling backwards, and hitting the railing. Dizzy hit the railing with such force, the section broke, making Dizzy fall from the side of the ship, screaming all the way down, her voice getting softer as she got farther away. May quickly ran towards the broken railing as she looked out into the sky, seeing Dizzy disappear in the clouds.

"Dizzy!"

She screamed at the top of her lungs. She could not believe someone would not her newest friend off the ship, and turned to glare at the mysterious woman, who was scratching the back of her head, closing her eyes in annoyance.

"Oh, you didn't have to fall off..."

She began in a soft voice, but soon perked up again as she stared at the rest of the awed crew.

"...well then, Ciao!"

She blew a kiss to them before jumping off the side of the ship on her guitar, sailing through the sky before dipping into the clouds.

"Wait!" May screamed as she saw the woman disappear. Once the woman left, a large explosion rocked the entire ship. The woman came back up and watched as the back of the ship was engulfed in flames. She hovered there on her guitar for a little bit, a pleased smirk on her face as the ship sank through the clouds.

'This should please him, now that those annoying pirates are out of the way...that was too easy...'

------

London, Dark alleyway

The red clad woman played her guitar endlessly, even as rain ran down her body.

'You play such beautiful music, Marlene...'

Her eyes were closed as she kept playing, moving her body back and forth to its rhythm. The alley was fairly dark, only a little bit of light came in from a street lamp on the side walk. Many citizens who walked by stared at the woman oddly, wondering why she was playing in the rain. One particular young man with long blonde hair tied in a British flagged bandanna and shirt, walked into the alley towards her. The woman paid no mind to him as she kept playing.

'I hope that incident with the pirates and that Gear got his attention. Still...there must be something else I can do...'

She heard the man behind her, and stopped, looking over her shoulder. She smiled at the man.

'Wait...I can use this guy...he knows him, after all...'

The man spoke, a wide grin on his face.

"Hey, girl..."

He looked around a bit before turning to her, his grin widening.

"...you alone?"

She smiled seductively at him, and nodded.

"Yes, that's right."

She said in a soft tone turning all the way around to face him. The man got a good look at her guitar, and saw the word I-NO on the side of it. It was very small lettering, and the blonde man almost missed it.

'I-NO? Must be this chick's name...'

The man cleared his throat.

"Nice instrument...won't you play it for me somewhere we can be alone?"

He asked as he commented on the guitar. The woman, named I-NO, smirked at the request.

"Sure, listen carefully...it'll send you to Heaven..."

I-NO took to air, dashing straight for the man like a spinning arrow. Out of a fighter's reaction, the man brought out a chain and sickle weapon, slashing out in a circle like motion to catch the woman, but she suddenly stopped, hovering in the air, striking a chord on her guitar, as the mouth of her hat opened and screamed, sending sound waves out and knocking him to the ground. He got up slowly, his ears ringing. He sent out his chain, trying to strike her in the chin with the blunt of his sickle, but I-NO side stepped it easily, twisting her body a bit, and jabbing the man in the stomach with the butt of her guitar. The man held his stomach in amazement.

'Wow, certainly a strong lady...she reminds me of a certain guy I know...'

He saw the woman rushing towards him, so he took to the air, jumping over her at an angle, sending out his chain as it almost struck her, but she was too quick. when he landed, he saw her lung towards him, so he lashed out with his chain again, but she brought out her foot in a horizontal sweep, deflecting the blow, before bringing her guitar over her head, and sending it forward, trying to hit the man over the head.

"Whoa!"

He yelled as he barely jumped back from the attack. the ground cracked under the force of her guitar, and the man sweat dropped at the blow.

'That could have killed me...'

He stared at the woman as he lay on the ground, scooting away from her a bit as she stood up, but hit his head against the wall.

"Ow Ow Ow..."

He rubbed his head. I-NO sighed at him, putting a hand on her hip.

"Not yet...come on, stand up..."

She pouted a bit. It looked really cute, but the man declined the offer.

"I've had enough...music..."

He said. I-NO sighed again, shaking her head.

"So pitiful...oh well, then I have a request. If you meet someone named Sol, tell him that I-NO is calling for him..."

With her message out, she walked away, towards the street, leaving the man to scratch his head as he saw her go.

"A friend of the Chief? No wonder she's so strong..."

He said as he got up and dusted his clothes off.

'The Chief's a lucky guy, to have such a beautiful gal chasing after him. He knows how to pick'em...'

------

Sol

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London, Subway Station

The rain kept pouring down the cobble stone street. Many citizens were getting home from the station, the ones with umbrellas walking more slowly and casually, while the ones without them ran frantically to gain shelter. One man did walk casually, garbed in a black cloak, rather than an umbrella. He looked up slightly, seeing that the streets were empty, save for a stray dog, one that he recognized immediately. Another man walked up, petting the dog.

"Long time, no see, Chief."

The man said, looking towards the other. The man scowled under his hood.

"I have no use for you..."

He was interrupted by the other man as he got up.

"Oh, should you be saying that?"

The man, Sol Badguy, looked a little surprise at the man.

"Huh?"

The other man, Axl Low, grinned a bit.

"I ran into someone you knew...Some chick in red clothes and a guitar. She wasn't that bad looking..."

Before Axl could finish his little lewd speech, Sol interrupted him, with an annoyed expression.

"Where did she go?"

Axl shook his head.

"Before I tell you that, how about a quick match?"

Sol got really annoyed now.

"Che. Whatever."

Sol removed his cloak, throwing it to the ground, before staring at his opponent. He was dressed in a red half jacket, a black shirt, and white pants.

"Bandit..."

Sol jumped forward at Axl, twisting around in mid air, sending out his right foot. Axl brought his chain forward, trying to counter swipe Sol's kick, but Sol used it to jump off of into the air.

"Gun Flame."

Sol slashed his sword upward, sending an arrow of flame at Axl, but the man swung out his chain and sickle weapons, bringing a ring of fire. Sol saw Axl jump out of the flames, landing behind him. Before Sol could react, Axl cut with an x like slash into Sol's back, sending him straight up into the air, before hitting the soaked ground face first. Once Sol got up, he gave a thumbs up to Axl.

"Not bad."

The two fought in earnest. Sol slashed upward, trying to catch Axl in the chin, but his sword was caught in Axl's chain as he used it to defend himself. Axl jumped away, slashing at Sol with a sickle tip, but Sol grabbed the chain, pulling Axl towards him with amazing speed, before striking Axl in the head with his own, sending the man reeling back in a daze. Sol slashed downward, cutting into Axl's chest.

"Ouch! Take it easy, Chief."

Axl said as he slashed at Sol's head, but the man ducked under the attack. Sol stepped forward, bringing out his fist and striking Axl solidly in the face, sending him on his back and skidding across the ground. Axl got up very slowly, a big bruise already forming on his cheek as it swelled. Sol stepped forward again, sending his fist into Axl's other cheek, knocking Axl unconscious as he twirled through the air, before skidding on the ground and into a puddle. Sol growled, grabbing Axl by the shirt and slapping him back awake. Axl groaned

"I don't feel so good..."

"Start talking. Where is she?"

Axl looked at Sol steadily.

"All she said that if I see you...Tell you she's looking for you..."

Axl then went unconscious again. Sol laid him down on the ground, growling softly.

"What a waste."

Sol headed off into the darkness, leaving Axl behind.

------

China, Food stand of Jam Kuradoberi

Sol walked through the crowded wooden street, passing by a burned down stall. His attention was not on the stall however.

'I-NO has begun to move...?'

His cloak swayed behind him slowly. He looked up slightly as a young woman ran in front of him.

"Hey, wait up!"

The woman said. Sol looked at the woman as she interrupted his train of thought.

"Hmm...?"

Sol grumbled, recognizing the woman in the red Chinese dress as Jam Kuradoberi, the supposed winner over the second self reliant Gear. Jam looked at Sol, the man looking very suspicious in his large cloak. Her eyes narrowed slightly.

"Was it you who set fire to my stand?"

She asked. Sol only grunted in annoyance.

'I got no time for this. Finding I-NO is the top priority...'

"...Move."

He walked passed her, but she jumped over him, discarding her dress for the more appropriate clothing underneath, getting into her fighting stance.

"You won't get away!"

'Damn bitch...'

Sol threw his cloak to the ground as he stood upright. He cracked his neck audibly, before facing Jam. A small crowd watched from a distance. Jam rushed in, trying to catch Sol off guard with a low foot sweep, but Sol brought his sword down, catching her stiletto. She got up quickly, jetting forward with a powerful jump kick as her leg got engulfed in a flame of ki. Sol barely ducked over the attack, since he was pretty close to her. As she sped past him, Sol jumped high in the air after her, bringing his fist back towards his head as he ignited it with a magic fire.

"Bandit Bringer!"

Sol brought his fist forward, sending a jagged flame out from his arm, striking Jam solidly in the back, making her touch ground with amazing speed, and ricocheting off it like a basket ball back into the air. As Sol touched ground, he kicked upward, keeping her aloft, before taking to the air again, slashing in a wide arch down on the dazed woman, before twisting the sword around, jabbing her with the hilt, and sending her through the air.

"Wahhh..."

Jam screamed as she hit the ground with a thud. She got up slowly, staggering a bit to keep her balance.

"Strong...but it's not over yet."

She dashed at him, bringing up a ki charged backhand to Sol's head. He blocked the blow as it pushed him back a bit, but Jam slithered past him, to deliver another one to his back side, only to trip and fall on her face as the man crouched low, kicking out his right foot to knock the martial arts chef off her feet. As Jam was preparing to get up again, Sol struck the back of her head with the blunt of his blade, knocking her unconscious as her head hit the dirt. The crowd cheered at the amazing fight, even if it was a short one.

'I'm wasting to much time... gotta keep moving.'

"I-NO...where the hell are you?"

***TBC***