a/n: Here's to some of my reviewers:

AnimeCrazy: Cleopatra had a number of children (In reality) and even twins I believe. As for being killed by her Roman lover, I don't know where you got that from, but it's definitely not true. Her first "lover" if you'd call it, was more a political thing. That was Caesar. He may have loved her, but I don't think she loved him. After he was assassinated, she struck up with Mark Anthony. They really did love each other and when he was killed in battle, the Roman's were coming for Cleopatra to capture her. She had seen what they had done to her sister (yes, she had a sister and two brothers), which was chain her and drag her through the streets of Rome, I forget if that was naked or not. So, Cleopatra smuggled an asp into her bedroom and committed suicide. Does this help? I hope so, I spent some time typing it! lol

Akemi Koneko: Thank you! ^_^ I'm glad you liked the twist! There is at least another one in this chapter. Just so you know, I tried to keep what happened in the dub (yes, now you all hate me because I watch the dub and have no idea about the Jap version) as true as possible, I just changed the meaning of all that had happened. ^_^ And if you understood that, you're as crazy as I am. lol

Inuko101: Okay, if you want to go all technical, Yami's and Cleopatra's time periods were most likely different. But, this is a fanfiction. Not everything can be perfect. ^_^ Just go with the flow, okay? lol

K Yami Yugi29: *grins* Told you it was a twist! And there's at least another one in here too, so keep reading!

V Son Sayian: ALL WILL BE REVEALED IN THIS CHAPTER!!! ^_^ I can't wait...!

Samantha, Tsu-Tsu The Harpy Lady, NeferNeferi: I told you it would be something you'd never guess in a million years! ^_^ Wanna' know what else is goin' on? Keep reading, and of course, reviewing. ^_^

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@~ Kai stared at Cleo, her mouth open in shock. Confusion struck her as she tried to process what the Egyptian just told her. "/What/?" she cried when she managed to get her vocal cords to work.

"Yes. I should start at the beginning," Cleo said, looking calmly at Kai.

"Yeah, it might make more sense if you start at the beginning," Kai said, her eyes still wide.

Cleo chuckled before speaking again. "I had the powers you are now gaining. I was capable of seeing the future as well as many other abilities. So when Yami got to be of the age where he could become Pharaoh, I looked into the future to see what was in store for him. I was horrified when I saw the way he would have to save Egypt. At the young age of seventeen, he would seal himself in the Millennium Puzzle to be sure the Shadow powers were never released again. But there was another part of my vision. I saw that once the Shadow powers were again released, he would need help in 'saving the world' as some might say. I had to find this person who had to help him. So I began my work on the Serpent of Preservation." She touched the pyramid around her neck.

Kai blinked a few times, trying to absorb this. This couldn't possibly be /true/, could it? Cleopatra? Yami's mother? Her grandmother?

"I'm guessing you have noticed the similarity between the Serpent and the Millennium Puzzle?" Cleo asked.

"Um, yeah. They both look like upside down pyramids?" Kai said.

"Yes. Pharaohs are the only ones buried in pyramids, therefore the shape. That was the link between the Serpent and the Puzzle. You see, the Serpent of Preservation is similar to the Millennium Items, but more powerful. As you have seen, it can change shape. It would also allow me to put my spirit inside it as well as transfer my powers to another.

"But I'm getting ahead of myself. When Yami was thirteen, I started work on the Serpent. I designed it to have a link to the Millennium Puzzle. When Yami was set free, the Serpent would find it's way into the hands of someone and I would be released, therefore able to search for the single person destined to help my son. When Yami was sixteen, I completed my work on it. I sealed myself inside, unknown to anyone. The Serpent changed into the stone necklace, later to be uncovered by archeologists digging in Egypt. But in the years it would be stolen from them, taken to a family as an Egyptian artifact, stolen by a little sister and hidden in a drawer. Years after that, the sister found it in her drawer. But she was so young when she had taken it, she didn't know it was an artifact and figured she didn't need it. So as she was sorting through her things to move out of her parent's house, she sent many items to the local thrift shop, the Serpent included.

"The Serpent sat in that shop for about two weeks. It was about to be taken down and thrown away when I felt Yami's spirit. He had been released, therefore, so would I in a matter of hours. Sure enough, an elderly woman entered the store and bought what she thought was a stone necklace. When she returned home, she put it on. Instantly, I was released. I took her over, expelling her mind from her body. I'm not sure exactly where it went, all I know is that it could never return, just as I could never return to the Serpent. It was then I realized the age of the woman who I had taken control of. She was in good health for being in her seventies, but her body was still shutting down. I hadn't planned on someone this old taking the Serpent. How would I find the person to help my son now?

In the weeks that passed as I tried to figure out what to do, I learned about this woman I was inhabiting. Her name was Rosario, and had a daughter who was married. A little later, Rosario received a phone call. Her daughter and her husband had been killed in a car accident. They had a two year old child who was still alive and Rosario was now being asked to care for it. I wasn't sure what to do now. Taking on this child might mean I could never help my son. But then I remembered that everything happens for a reason. So I agreed to care for the child. When I went to pick her up and looked at her for the first time, I knew that she was the one. She had to help Yami," Cleo said, her eyes focusing on Kai's.

"Me," Kai said softly as she stared back at the Egyptian.

Cleo nodded before continuing. "So I taught you and raised you into the type of person who would be willing to help my son. I earned money as a fortune teller as you know. Everything was going well until I felt Rosario's body start to fade. I realized she was dying and I would too, leaving you alone. I gave you the Serpent in the form of the necklace and gave you the prophesy. I could see you didn't believe it, but that really didn't matter. After that, I left to die.

"But a part of my spirit still resided in the Serpent. It would have to be there so you would understand what the powers were. And you were correct in saying that Yami activated it. All this time I had been waiting for him. And when he came out of the Puzzle for the first time, the Serpent took action.

Yugi was only needed to carry my son's spirit to you. In a way, he was being used, but he never really felt like it because he and Yami became friends. And then we saw the attraction between you and Yami."

Kai felt herself flush, but said nothing.

"It was perfect for me, he would feel as though he had to stay and help you and you wouldn't want him to leave, therefore he would be with you when the transformation was complete. But I also recognized the pain he was feeling. He was a spirit, and unable to be with you unless through Yugi, so he tried to stay away from you. But he just couldn't. And Carlos saw it. He felt threatened by Yami; he thought you would leave my son. So he tried to distract you and I saw that inside you he made you slightly confused. I couldn't let you become attracted to Carlos when you had to help Yami. And of course, the two of them couldn't stand each other, one being Roman, the other Egyptian," Cleo said, leaving out a few parts. There was no need to tell Kai how Carlos truly felt about her. It would be easier if the teen just thought he was protective of her.

"But in any case, I had to straighten you out. I gave you memories, placed myself in your dreams. The only one I allowed to ease the pain was Yami. The more he felt compelled to help you, the longer he would stay. The more the two of you had feelings for one another, the more likely it would be that you would help him."

"So you were using me?" Kai asked, slight anger working it's way through her.

Cleo looked at her, a slight sadness in her eyes. "In a way, yes. But do you really feel as though you're being used?" She shifted her weight onto her right leg. "Are you not glad you met Yami?"

"What? Why?" Kai asked, confusion taking the place of her anger.

"Do you love him?" Cleo asked, piercing the redhead's eyes with her own.

"That's none of your business!" Kai exclaimed, glaring at the Egyptian.

"On the contrary, it is my business. Kai, are you in love with my son?"

Kai looked at Cleo, her expression softening slightly. "Yeah," she said finally, looking down at the darkness she was standing on briefly.

"There is a way for you two to be together," Cleo said.

Kai looked up at her. "How? If he's a ghost -"

"The Serpent has a bit of it's own power, as well as the love for Yami from both you and me. You can give him a body of his own."

Kai stared at Cleo, her eyes widening. "How do I manage that? And what if something goes wrong?"

"Nothing will go wrong. I promise you. The transformation is nearly complete and I have very little time left with you. When the Serpent has finished you will need time for your brain to rebuild itself. It has been changing this entire time, and it needs time to finish, or it could hurt you. Don't worry, you will wake up within a few days and with all the knowledge of how to use your powers and that of the Serpent."

"And how to give Yami his own body?" Kai asked and Cleo nodded. There was silence for a few seconds before Kai spoke again quietly. "Will I ever see you again?"

"No. You won't," Cleo said, looking rather sad. "But I want to thank you for letting me see my son once more." Tears were evident in her eyes for a moment, but she quickly blinked them away.

Kai nodded, feeling sad herself. "No problem... Gran." ~@

.

Yami watched in horror as the light faded from around Kai and she collapsed to the ground. He and the gang ran to her side and he leaned over her. "Kai..." he said as he moved her onto her back. Her eyes remained closed and her head just rolled to the side. Fear flooded through him as he stared at her. "Kai!" he said, shaking her shoulder slightly.

Tea clapped a hand over her mouth in horror, tears starting to fill her eyes. Bakura and Joey stared at her, their eyes wide while Tristan took hold of Kai's wrist.

"There's still a pulse but it's weak," he informed the gang.

"Kai! Look at me! Open your eyes!" Yami cried, shaking her again. His vision started to blur as he tried to get her to awaken, but to no avail.

"Maybe we should get a doctor," Bakura suggested.

"And say what?" Yami asked without looking at him. He lifted Kai in his arms and started back to the house, fighting the tears that were threatening to fall.

After he had laid Kai down on her bed and placed her hands on her stomach, he looked at her for a moment. His vision blurred once again and he couldn't stop himself this time. He sat down on the edge of her bed and leaned his elbows on his knees and bent his head down. He let the tears fall from his eyes and didn't notice when the gang started to enter the room, but left quickly upon seeing him.

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a/n: Okay, the next chapter will be up within the week I hope. Don't forget to review this! Or I'll set Carlos on you! ^_^