Author's Note: If you haven't already read this from the beginning, I suggest you do. Because the whole thing has been revised and I don't want any of you getting confused when you've read my first attempt and think I haven't been paying attention to the last chapter. Anyway, I may raise the rating if the action gets a little out of control.

_ 6 _
Battle of Instincts

Deep in the Manhattan Park, a man was playing fetch with his golden retriever. He throws the ball pretty far as the dog turns around to catch it. But when the dog disappears into the manmade forest, the man could hear its agonizing cry.

"Hobbit?" the man called out. He followed the sound and screamed when he saw a Hulk-sized werewolf drive its fangs into the dog's throat. Blood dribbled down its silky, golden fur as the dog struggled for breath before it went limp in the monsters arms. The werewolf heard the man scream, drops the lifeless dog and jumps at him, claws swinging towards his face.

After a minute, Wily appeared, seeing the werewolf drive his fangs into the now faceless man, splattering blood around him as he savagely sucked the blood out of his neck.

"That's enough, Proto," he snapped, "I didn't bring you here to slaughter every bystander in the park."

Proto eyed him before chucking the dead man into a tree. He shrank back to his normal size, reverting from dog to a resemblance to Mega, his mouth and hands covered in blood and wearing a nearly shredded, gray t- shirt and red pants, also caked in blood. His yellow scarf flapping in the wind.

"What else was I supposed to do? The more I attack someone, the more this blasted wolf instinct gets out of control. I don't know how much longer I can control it."

"It only proves how much my machine worked," Wily said, grinning, "The greatest thing about your transformation is that every time you suck the blood of a superhero, you take their powers as Mega Man would whenever he touches them with his plasma cannon. Once I am sure the machine works, I can use it to transform all of my robots into blood-drinking monsters and turn them on every living being in the whole time-space continuum! Everyone will bow down to me in order to avoid having their petty life stripped from them!"

"This is stupid!" Proto tore his shirt off and used it as a rag to wipe the blood from his face and hands, "First of all, I didn't ask to be turned into a human or a beast. Plus, do you realize what would happen if I'm stuck like this forever? Sooner or later, I'll lose control of my wolf instincts and not even Mega Man can stop me!"

"That's exactly the point, Proto. Mega Man may be getting stronger with every power he copies, but even that won't help him outmatch your werewolf transformation. Did you see how easily he fell at your hands? Trying to prove that he can do anything without his titanium skin to protect him was one of his humanly mistakes. And I am sure there are more things he hasn't learned yet that we can take advantage of."

"You have to do something, Doc! You can't expect me to stay like this forever! Sooner or later, I'll be drinking so much blood, I'd barely have control over my wolf instincts. And then what are you going to do about it?"

Wily just stared at Proto, then chuckled, "You worry too much, Proto Man. Trust me. It will work. You just need to learn how to strengthen your hold on your body. So if we're done with this conversation, I would like to get onto our next big plan." Proto Man throttled his fist, but said nothing. Wily smiles and walks away.

"It won't last forever, I know it," he muttered, "If I lose control of myself, you only have yourself to blame...Wily...." he then walks off after Wily.

* * *

Mega groaned and opened his eyes, seeing a white, bumpy ceiling over his head. Startled, he sat up, looking around to see he was back in the same hotel room he rented last night. He felt a slight jolt of pain and looked down to see his shirts were replaced with a bandage that covered the right side of his shoulder and chest, a bit of blood seeping through.

"Mega, thank goodness you're awake," came a voice. Mega turned to see Dr. Light walking towards him, holding a plate in one hand. On the plate was an egg salad sandwich.

"Dr. Light? Where am I?" Mega asked, dropping to his elbows. Dr. Light stood beside the bed, putting the plate on the table next to the bed.

"A hotel," Dr. Light said, "Rush found you laying in the grass unconscious with claw marks across your upper body."

Mega frantically looked out the window, "W-What about Mystique? She was wounded too!"

Dr. Light looked at him confused, "No...you were the only one Rush found." He then took Mega's gloved hand, getting his attention as he turned to look at him, "You really need to be careful, Mega. When you are human, you won't have the same protection you would have as a robot. We were lucky whoever attacked you missed your vital organs."

Mega sighed and laid back in bed, staring at the ceiling, "I'm sorry. I was just sick of everyone thinking I'm worthless because I'm no longer a robot."

"I'm sure some of them didn't say it to put you down, Mega. They are just as worried about your safety as I am. Try not to overdo it next time, alright?" Dr. Light took his hands off Mega and stood up, "That reminds me. Have you eaten anything since you were turned into a human?"

Mega looked at him confused, then back at the ceiling, feeling like a complete idiot, "Oh, right. That probably explains the pain in my chest. I thought I swallowed something from the ocean after being thrown in twice."

Dr. Light sighed, "You really should eat something so you don't pass out from malnutrition."

Mega sat up and took the sandwich off the plate, staring at it a few minutes before taking a bite out of it. He had been eating a lot of robotic-type food in the past, although it usually wasn't necessary since robots never go hungry like humans would.

* * *

"Don't let him go, you fools!" Wily roared. Guts Man had a firm grip on Proto Man as his werewolf form began thrashing about, trying to go after a mother and her child. Both of them were thrown against a bench, groaning, covered in blood, claw and bite marks riddling most of their body.

After a minute of struggling, Proto calms down, shifting back to his human form. Guts Man drops him to the ground.

"H-How much longer should we keep him like this?" Cut Man asked.

"Y-Yeah," Guts Man muttered, "If Proto Man loses control again, I don't think straining him's gonna help."

"I will not give up because of a something he should learn to control. I swear. This plan will work. Our last one failed because I didn't think I had to explain EVERYTHING to that mutant. But with Proto Man's werewolf ability as our trump card, nothing can stop me from showing the whole universe who to fear."

"And that would be me!" Proto gasped, getting up, "This has gone too far, Wily. I want to be a robot again!"

"Will you stop worrying, Proto Man?" Wily said, "I was the one who looked that machine's blueprints over. I know where the correct the flaws that would otherwise put us in danger."

"Flaws aren't always in the machine, Doc. The more you have me lick the blood of humans, the more dangerous I'll become! I'm telling you, it's going to get to a point where I'll be so out of control, it's going to take machine guns to kill me!"

"And I'm telling you that what I'm doing is not going to lead to that," Wily said, "Stay like that for a while longer, you will get used to it eventually."

Proto throttled his fist and grabs Wily by the collar of his shirt, slamming him against a tree, "Listen, Doc. I don't mind terrorizing people. But I'm scared of spilling blood! If you don't turn me back into a robot right now, I'll...."

"You'll, what? Kill me?" Wily asked harshly, "You said it yourself. You don't like seeing blood. Killing me will only increase your fear. Plus, without me, you can't get back to our world, let alone become a robot again. So if you think you can manage by yourself, take Cut Man's scissors and slit my throat right now."

The Wily bots jumped when he said it. Proto, too pissed to react like the others, continued to scowl before throwing Wily to the ground. Satisfied that Proto was too scared of the alternative, he gets up and straightens his necktie.

"Glade to see you got the point," Wily said, "Now. We will begin searching for those Marvel heroes. Once we find one fitting enough to increase your ability, I will have you attack him and get a sample of his blood." He turns and walks off, the Wily bots following, still shaken by the action Proto Man was trying to avoid doing.

Again Proto stood there, his fists throttling, "The doc's in over his head. He should know that if he keeps this up, he'll just be putting himself in danger." Proto spat at the ground and walks off.

* * *

Rush sat on the other bed, watching some cartoons when a news broadcast got everyone's attention.

"Another victim has been found slaughtered today," the reporter said, standing in front of some yellow "caution" ribbons surrounding the scene, "Officials say that a beast is said to be on the loose. At this moment, we advice all citizens to stay in doors until this mystery can be solved."

"It's gotta be Proto Man," Mega said.

"Proto Man did this!?" Dr. Light asked.

"Yeah. When I saw him, he was this hideous looking werewolf almost matching Guts Man's height. He was the reason Mystique and I were turned into scratching posts. What I want to know is how he became that...thing."

Dr. Light scratched his beard, "I'm guessing Wily must have duplicated the very machine that turned you into a human."

"But how? Unless Wily planted another one of those micro transmitters onto me, he would've found out about the machine that caused this to me."

"I know. But we can't do anything in the condition you're in right now. We'll just have to wait and see what Wily plans to do with this new creation of his."

Mega looks at the TV again. He felt so helpless, knowing that, in his condition, he couldn't just get out of bed and track down Wily. They don't even know where he is, let alone know whether he stood a chance against Proto Man with or without the enhancements they had been copying from every hero they ran into.

* * *

'H-Help me....' echoed a voice. Mega, wearing his dark blue sweat pants and light blue glove, opened his eyes, seeing nothing but pitch darkness, white smoke covering his ankles like a puddle of dry ice.

"Proto Man?" Mega asked, looking around, "Where are you?"

'Please help me! I can't control it anymore!' Mega followed the voice until he saw a silhouette trembling a few feet from him. He moved closer to the figure until he saw Proto Man's robotic appearance in a fetal position, shaking everywhere.

"Proto Man? What's the matter?" Mega asked again. He's never seen his older brother this shaken up before.

"M-Mega Man?" Proto slowly lifted his head, turning it to his human brother stooping over him, "I can't control it anymore. You have to help me!"

"Can't control what?"

Proto was about to say something when he suddenly grabbed his chest, hunched over, his shaking worsening.

"N-No! It's happening again! Please! You gotta help me be- before...!" Proto screams painfully and jumped up, grabbing his head and stumbling around, shaking his head everywhere before his body turned pitch black and started to grow hairy.

Mega's eyes widened in fear as he began to back away from his mutating brother. The werewolf monster whipped around, howling madly and jumps at him, claws aiming towards his face.

Mega gasped and sat up, his face covered in sweat. He looked at the clock. 4:00am. He could hear the sound of cars driving past the hotel in the dimly lit city. He sighed and dropped back on the mattress, wiping the sweat from his face with the back of his right arm.

He then looked at Dr. Light, sleeping in the second bed on the other side of the dresser drawer. Thankfully, his actions didn't wake the good doctor. Mega turns his head to the ceiling, trying to go back to sleep, but couldn't. Whatever that dream he had was, it was keeping him awake.

Dr. Light had told Mega that dreams are like living in another world where strange things can happen. Because he rarely sleeps as a robot, he's never had a lot of dreams, especially one as scary as the one he just had.

There was banging on the door. It didn't wake Dr. Light or Rush, so Mega got up to answer it. The minute he opened the door, his eyes widened.

"Wily!?" he gasped. Dr. Wily had his arms around Cut Man and Snake Man, Guts Man and Dark Man standing behind them. Wily looked like he got his arm stuck in the doors of a bus and literally dragged down the street with it.

* * *

Xavier sat in his office, his folded hands covering his mouth. Through his telepathic powers, he had been watching what went on since the spread of the news. A beast had been attacking any wandering person it sees. Whoever was with him had eventually lost control and was forced to retreat, allowing the beast to run free, currently heading towards the mansion.

Inside the monster's mind, he could feel the fear and pain of the human that is still trying to fight for control of the wolf's body. No matter how hard he tries, he couldn't tame the beast. Xavier couldn't help because the beast had some kind of strong resistance to his aid. He would have to get closer to the beast in order to get control of his mind.

Half of the most experienced X-Men have already disappeared due to Abyss' powers, leaving very few mutants to guard the place. Xavier isn't sure if they can handle a blood-thirsty monster heading towards them and fears for their safety.

* * *

The lamp came on as Wily was placed in a sitting position at the edge of Mega's bed. Everyone seemed to be surrounding the insane-turned-scared doctor as he just sat there, his hand on his knees, looking down. His coat, necktie and shirt had been removed with a clothed sling holding up his left arm.

"I should've listened to him," Wily muttered, "He kept telling me to do something about this flaw, but I just ignored him, thinking that he could control it on his own. I didn't think two gallons of blood would turn him into an out of control beast."

Dr. Light walked towards Wily, "What exactly did you do to Proto Man that caused this?"

Wily hesitated for a moment, "I...I had been using a micro spy camera to keep an eye on where Mega Man had been hiding since the day he showed up. I learned of the machine that accidentally turned him human, so I duplicated the design and used it on Proto Man, using a werewolf and a vampire bat. Proto did enjoy being a werewolf for a while, but when he began experiencing problems with his wolf instincts, he started complaining. I thought he was just scared of what he would do to me if he lost control, so I just keep telling him to get used to it."

"Instead, his wolf instincts got the best of him and he's now running around, killing anything he could find for blood." Mega finished.

Wily turned to Mega, "Please! You've gotta help me find Proto and get him under control! He's currently heading towards that Mutant Institute." He got nothing but angry glares from his three enemies. He cringed and began scooting further onto the bed. Mega finally sighed.

"I don't think we have a choice," he said, "That institute is swarming with inexperienced mutants, probably unaware of a werewolf heading their way. If Proto Man manages to obtain every last mutant power in that institute, no one can control him."

Wily, overjoyed, grabbed Mega's hand, "Oh, thank you! You don't know how much this means to me."

Mega yanked his hand away from Wily, "Save it, Wily! I'm not doing this for your sake. I'm doing it because your robots can't seem to handle the job."

"What was that you...." Guts Man made a move towards Mega only to be held back by the other three Wily bots.

"But Mega," Dr. Light said, "Are you sure you're going to be okay with that wound on your right shoulder?"

Mega touched the bandages covering his right shoulder, looking down, "I might be the only one who can stop Proto Man. If I can't do it, I don't know who else can."

* * *

The barred fence was ripped open as a werewolf Proto Man tore through the yard towards the doors of the Mutant Institute. Defense lasers tried to stop him only to get shredded by his claws. Alarms blared as red lights flashed all over the yard, waking everyone inside the building as some looked out their dorm windows to see what was going on, gasping when they saw a rampaging werewolf heading towards the door.

Xavier was doing the same thing, but he didn't react like all the other mutants in the mansion. He feared this would happen. He was about to head towards the door when a voice got his attention.

"Proto Man! Stop!" shouted a voice. The werewolf spun around to see Mega running through the mangled gates, wearing his shredded sweat and t- shirt.

Proto Man's eyes widened and he jumps at Mega, swinging his claws only to see him duck, sending him flying over his back, tumbling into the ground and flipping back to a standing position. Mega grabbed his right shoulder, panting from the surge of pain coming from the wound. He was in serious pain, but he felt he was the only one who can stop Proto Man from getting inside the building.

"Proto, you have to fight it," Mega said, "I know you're still in there somewhere."

Proto shuts his eyes, trembling.

"B-Brother...." he said in a half-beast, half-human voice. His eyes shot back open, glowing brighter than before, "BROTHER!" He roared and jumped at Mega who gasped and rolled out of the way, causing him to hit the ground, clawing at the dirt and grass. Mega struggled to get up, panting and gritting his teeth from the pain inflicting on his wound.

"Fine. I'll just fight fire with fire! I've gotta get Proto Man under control before he realizes what he's doing and really freak out." Mega got up and shifted into a werewolf much like Proto Man, only his fur was blue and his body structure was more like his own instead of the towering giant in front of him. His eyes were also normal.

Proto snarled and lunged at his now werewolf brother, knocking him to the ground, aiming to smack him across the face with his claws only to see him bring his own claws at him, slashing him in the face and knocking him off. He gets up and howls, releasing a pillar of fire towards Mega as he got up and jumped out of the way, causing it to hit one of the security lasers and incinerate it.

"You know the mistake Wily made when he turned you into a werewolf?" Mega asked as he stopped behind Proto Man, "You may have more strength then I do, but that kind of strength will only slow you down."

Mega jumps onto Proto Man and grabs his chin, yanking it upwards. Proto snarled viciously as he tried to grab Mega, but can barely reach his neck.

"What's the matter, bro? Can't reach me?" Mega taunted. He released his grip on Proto's chin and bounced off him, shoving him onto his snout.

Mega lands on the ground and drops to one knee, grabbing his right shoulder and panting. Xavier can feel pain surrounding the temporary werewolf as he struggled to stay conscious.

Proto gets up and turns to his exhausted brother, snarling. Mega isn't sure how much longer he can keep this up with the wound slowing him down with each move he made. Proto stoops over him, raising his claws to strike when he stopped, his raised arm shaking. They turned to see Jean standing a few feet from them, her fingers on her forehead as she struggled to telepathically keep the raging werewolf from striking Mega.

Proto Man snarls, his arm still shaking until he turns around and sends a breath of fire towards the telekinetic mutant. Jean gasps before the flames engulf her, slamming her against one of the statues. Proto turns back to Mega and raises his arm again to strike when he felt something land on his shoulders.

Kurt's face appeared in front of Proto's, "Peek-a-boo!" Proto snarls and swings his claws toward him only to see him jump off his shoulders and land behind Mega, grabbing him and disappearing in a puff of smoke. Proto looks around savagely.

"BROTHER!"

He soon found Kurt laying Mega against one of the other statues in the yard. He snarls and charges toward the unsuspecting mutant.

Mega saw Proto nearing them, "Look out!" He shoves Kurt out of the way and jumps onto Proto Man, pinning him on his back and struggling to keep him there as the berserk werewolf struggled to get him off.

The more they struggled, the worse Mega's condition was becoming. Realizing this, he fought to stay conscious and tried to ignore the pain that was spreading throughout his whole body.

Then, he saw a hand reach out and touch Proto's struggling forehead. Mega looks up to see Xavier right beside them, bending down towards them.

'Listen to me,' came a voice inside Proto's head, 'I can still feel the human inside you. I will try and help you take control of your instincts, but you must fight them on your own.'

Proto continued to struggle as if he was trying to ignore Xavier's request. Mega could feel his struggling slowly die down until he went limp on the ground, reverting back to his human form. Xavier removes his hand from Proto Man's head and leaned back in his wheelchair.

Kurt got up and walked over to Mega, seeing him shift back to his human form, "Hey, are you okay?"

Mega didn't say anything. Kurt was about to ask again when he suddenly fell off Proto Man, landing on his side, out cold. Shocked, Kurt was about to reach out to him when Xavier pressed his hand against his chest.

"We'd better take them inside and have them examined for any further injuries," he said, "and figure out where they came from when they are well enough to talk."

OOC: I finally got the sixth chapter up. When it comes to having to use some of the characters in this crossover, I tend to freeze up, thinking that what I'm trying to make them say may not be the right choice of words. I just hope I didn't do anything wrong with how I brought in some of the Marvel characters that weren't in the MvC2 game.

Next Chapter: Xavier and Jean tend to Proto Man, trying to figure out how to help him keep control of his wolf instincts while Mega tries to re- cooperate from his fight with Proto Man. But hanging out with some of the mutants were soon cut short when Proto Man loses control of his wolf instincts again and flees the Institute with an almost healed Mega in pursuit.

Meanwhile, a floating ship visits the rest of the altered Mega Man characters and Rock offers to help them locate Mega. With Rock's help, can they find Mega and Proto before Abyss does? And what is M. Bison and Cammy planning to do with Proto Man when he captures him after losing Mega in a park?