A/N: Okay, I think I need to explain a little about this story first thing, so all of you won't get confused. This fic is really like two stories in one, half in the present and half in the past - though the past doesn't come up much in the first chapter. It's semi-AU; there are a lot of similarities with the AE arc, but a lot of it's my own. I'll be calling Seto and Yami by the same names in both the past and present, just to make things a little easier. I think that's all you need to know; but if anything confuses you please tell me.

Disclaimer: I don't own Yu-Gi-Oh.

This fic is dedicated to Rekall, who read over it and gave me ideas as I was writing. Without her it probably wouldn't have made it past the second chapter.

Chapter 1

Some things never leave a person. Most moments fade away into nothing, but others… Others sear into your mind in a blinding flash, and fifty years later you can recall every single detail of a memory that changed your life, and you find you are able to return to that moment as if it still lay directly before your eyes in all its overwhelming glory.

I can still remember the way the air smelled the first day I saw Seto Kaiba smile.

It happened on one chill, blustery November afternoon, when I bundled into my warmest leather jacket and went for a walk, needing to feel the sun on my face even if it offered no warmth. Yugi and his friends had all gone to school, leaving me alone at the game shop while Yugi's Jiichan fastidiously swept the sidewalk outside- until customers would come. Then he would go back inside, taking care of the customers; until, when they left, he picked up his broom and began sweeping some more, awaiting new customers to interrupt his work.

Eventually I couldn't take anymore of this vicious cycle, so I escaped to my room. There I sat; staring out the window at the dying leaves hanging brown and withered from dark, twisted tree branches and intermittently dropping and coasting through the air to the sidewalk Jiichan cleaned so painstakingly. A clock on the wall behind me ticked steadily, endlessly marking each passing second of this pointless day; and though I tried to ignore it, the monotonous ticking resounded in my ears until frustrated tears built behind my eyes. I hastily blinked them away, and glancing out the window once more at the cold, cheerless sun, I grabbed my warmest jacket and rushed out the door.

Once I turned a corner and escaped Jiichan's nonstop sweeping, I let out a deep sigh of relief and inhaled the cold autumn air. It smelled musky, like the decaying leaves that littered the sidewalk at my feet, though tainted with the odor of gasoline and car exhaust. I sighed again and kept walking, listening to the rhythmic patter of my feet against the concrete as I strolled down the deserted sidewalk. Glancing briefly once more at the cheerless sun, I let my thoughts drift.

Not long ago, I dreamed of this. Walking on my own two feet again, without sharing another's presence, and having the chance to form new memories to replace the ones I had long forgotten… That was a desire I never even dared to express. So, when Isis came to me two weeks ago with a spell to grant me my own body, I could scarcely believe it- and I never felt anything as strong as the great swell of happiness that surged through me and lodged itself in my throat the moment I looked into a mirror…and saw myself. Just me; without Yugi, though of course he stood beside me, looking on proudly.

But now… I had been so happy to be separate from Yugi, while he stood beside me, but all too quickly Yugi went on with his own life; with school and his friends, and I realized that I didn't quite fit into this new world, with this new body. Yugi and the others were still as close to me as ever, asking for my advice, and every now and then challenging me to a friendly duel; but nonetheless I felt slightly outside of things, especially when they would talk about school, their part-time jobs, or other such topics that were perfectly normal to them but that I couldn't understand.

I sighed. This was too confusing. Honestly, I loved my life now; loved being able to feel the sun on my face; to be able to look someone in the eye and know they looked back at me, just me. And I certainly didn't feel left out of Yugi-tachi…I just didn't fit. It almost seemed like something was missing- like there was an empty spot somewhere in my new life, though I couldn't place it.

Plus I got really tired of watching Jiichan sweep the floor all day.

Suddenly I realized that while I had been wrapped in my musings my feet had led me all the way to the wharfs at the edge of town. I took a deep breath, inhaling the salty sea air- somehow still tinged with the odor of motor oil, probably from machinery around the docks –and glanced around me. To my right, perched on the very edge of the wooden planks that stretched out into the ocean, stood a tall, lean brunet wearing monochromatic black, including a long coat that flapped along his ankles in the sea breeze. His thick brown hair whipped around his face as I watched, transfixed. He was so beautiful…

I slowly approached the incredible creature, my heart pounding a calypso beat against my ribs. This felt almost like a strange dream- I had just been wondering about the missing piece in my life, only to find him waiting for me; this wonderful…this beautiful…

He turned his head slightly and I caught a glimpse of eyes an even brighter blue than the ocean before him. I froze. Only one person I knew had eyes that shade…

"Kaiba?" I whispered in shock. Why hadn't I recognized him? He just seemed so different; standing there gazing at the ocean- he was like nothing I'd ever seen before. Feeling more than a little uncomfortable with the fact that my arrogant rival had drawn such a reaction from me, I sighed and began to turn away; but, glancing once more in Kaiba's direction, I saw a tiny, soft smile spread across his face, revealing his white teeth as he watched the ocean's waves with a wistful, distant expression in his eyes.

My heart stopped.

Then, what seemed like ages later, Kaiba's face returned to its typical neutral expression and my treacherous heart started beating once again, though it sank to somewhere near the pit of my stomach. I couldn't believe what I was feeling; when he had smiled I felt as entranced as I had the moment I first saw him, when I hadn't realized he was, well, Kaiba. Glancing once more at the stunning brunet balanced on the edge of the pier, I finally turned away and plodded slowly back toward the game shop.

"Yami? YAMI!"

"Hmm? What?" I asked, blinking out of my trance, only to find Yugi staring at me with an annoyed frown. Jou, Honda, and Anzu looked on from the couch, grinning. Yugi raised an eyebrow and nodded down at the counter, where I had been pouring myself a cup of coffee. It was late afternoon, but I needed the caffeine anyway; it helped steady me after that strange encounter with Kaiba earlier in the day. Kaiba…he had just seemed so different, standing there; it was as if I'd caught him in a moment when he was truly being himself, instead of the arrogant, proud CEO everyone had come to expect…

"YAMI!!!!" Yugi shouted once more at the top of his lungs. "WILL YOU PAY ATTENTION TO WHAT YOU'RE DOING?!!"

"What are you talking about?" I asked in confusion, breaking from my reverie once again.

"You're pouring coffee all over everything! Do you not even feel it?!" Yugi groaned.

"Huh?" I finally glanced down at my hands; and sure enough I had emptied almost the entire coffeepot into my overflowing cup, and steaming coffee poured all down my hand, over the counter and onto the freshly-swept floor. Suddenly I felt the hot liquid burning my hand and I jerked it away, wincing in pain - but as I did I knocked the coffee cup onto the hard tile floor, where it shattered.

"Oh, no, that was Jiichan's favorite cup!" Yugi groaned. "Yami, what is wrong with you today?"

"Sorry, Yugi," I apologized. "I'll clean it up…" As I spoke, I shook my burned hand to alleviate the pain- and I bumped the coffeepot, sending it flying through the air to join the cup in millions of tiny shards.

Yugi-tachi and I stared at the mess in shock, until Jiichan bustled into the room. "Oh, dear, what a mess!" he commented. "Well, I'll just sweep it up, then!" Whistling, he sauntered jauntily from the room, no doubt headed for the broom closet.

"I'm leaving," I said.

"Well, well, if it isn't the pharaoh," a snide voice drawled as I hurried along the sidewalk, still buttoning my thick black coat. I turned to see a skinny young man with narrow eyes and long, white hair leaning casually against the brick wall of one of the town's less-than-reputable bars.

"Go away, Tomb Robber," I snapped, and continued on my way.

He followed me.

"Aren't we in a nasty mood," he scoffed, easily keeping up with my rapid strides. "So, what brings the almighty pharaoh to this part of town? Did he have a fight with his little cronies?"

I paused in my tracks, glaring at him. "For your information, I just went out for a cup of coffee. Now why can't you go find someone else to harass?" I countered. He just smirked, his pointed canines glinting in the darkening evening sky.

"Coffee, hmm? Then why are you in such a hurry? And in this part of town?" Bakura asked, pointedly eyeing my coat, which now had the buttons in the wrong holes so that it hung askew, one side bunched against my shoulder in a demented sort of hump.

I scowled fiercely and began walking again (while discreetly adjusting my coat) without answering. The truth was that after my accident with the coffee I had rushed out to avoid Yugi-tachi's embarrassing questions, though of course I couldn't tell Bakura that. As I hurried down the street, my face reddened when I remembered the cause of my accident.

I definitely couldn't tell Bakura that.

But, naturally, the psychotic white-haired fiend kept following me. Bakura whistled casually and stuck his hands in his pockets as he pretended to stroll aimlessly, all the while keeping up with my rapid strides. Eventually he spoke again. "My, Pharaoh, your face is awfully red. Trying to hide a secret crush, are we?"

I froze in my tracks, gaping in wonder. How could he possibly have known that?

"Wh-what?" I stuttered.

"So sorry to break your heart, but I just don't feel the same way," Bakura continued with a mock sigh.

I groaned loudly. "Why did Isis have to give you a body, too?" I grumbled, though a part of me was relieved that Bakura hadn't guessed how I felt about Kaiba. Then again, though he was teasing, I wouldn't have been surprised if Bakura did figure it out - he could really be shrewd when he wanted to be.

As if in response to my thoughts, Bakura eyed me suspiciously and a wicked smirk spread across his face. He opened his mouth to say something when a breathless voice interrupted him.

"Bakura!"

The fiend and I turned to see his look-alike running down the sidewalk at full speed, panting for air. His wide, normally-innocent brown eyes flashed angrily as he glared at Bakura, and the thief shifted uncomfortably beside me. I stared in wonder. "What is it, Ryou?" Bakura muttered.

Ryou skidded to a halt directly before the tomb robber, still glaring fiercely. "What is it?! You left me in that bar all by myself! You said you were just going outside to smoke!" Ryou cried. "Once you were gone, I almost got mauled!"

"WHAT! HOW DARE THEY TOUCH YOU?!" Bakura shouted at the top of his lungs, whipping out a deadly-looking switchblade from somewhere under his sleeve, and took off at full speed back toward the bar.

Ryou ran after him, crying worriedly, "Wait! You can't take that knife in there! You'll just get kicked out again!"

I was left standing alone in the middle of the dark sidewalk, still blinking in surprise long after they had disappeared.

The next day, after Yugi went to school, I hurriedly dressed in my thickest black jacket (making sure the buttons were properly aligned this time), black pants, and boots, adding a red scarf the exact shade of my eyes- though not for extra protection against the November chill. I was going to see Kaiba again, and I planned on looking my best. Smiling indulgently to myself, I carefully inspected my reflection in the mirror before rushing out the game shop door.

My boots clacked rapidly against the sidewalk, matching my heart's frantic pace at the thought of seeing the proud rival I'd become so besotted with just yesterday morning. Last night, after Bakura and Ryou had rushed off to what would inevitably become a bloody brawl, I had abandoned any thoughts of coffee and slowly ambled back home to a darkened house.

Yugi waited for me, though his friends had gone, and when I tiptoed quietly through the door into the dark game shop, he called out to me from his seat on the couch. "Yami! Come here, please."

I approached him with a sinking heart, not meeting his eyes. "Yugi, it's late. You should be in bed - you have school tomorrow," I muttered.

He laughed softly. "I wouldn't be able to sleep anyway; I'm too curious about you. You've been so distracted today - it's not like you. What's going on?" Yugi asked.

I hesitated, unsure of how to answer. I didn't want to lie to Yugi - he was my best friend, my partner in everything – but then, I wasn't so sure of exactly what was happening myself. "Yugi…I don't know. I've just had a lot to think about lately," I replied vaguely.

He raised an eyebrow, scrutinizing me carefully, before finally nodding in acceptance. "Alright, Yami. Whatever it is, I'm sure you'll work it out; and I'm here if you need me." Yugi smiled reassuringly at me before rising, stretching widely, and plodding up the stairs to his bedroom. For a long time afterwards, I stared after him, contemplating his words. I had to work this out- whatever it was.

So, here I was the next day, rushing back to the wharf in the hopes of seeing Kaiba again, maybe staring out into the sea with that incredible wistful smile that had instantly fascinated me in a way I couldn't explain. Eagerly I turned down the final street toward my destination, and as the docks came into view I scanned them carefully, examining every last detail, especially the pier where my former rival had stood the day before.

He wasn't there.

A funny bitter tang rose to the back of my throat, and I loosened the crimson scarf and tugged it from my throat, letting it dangle listlessly from one hand as I trudged along Kaiba's pier until I stood at the very edge, peering into the murky blue water. I dropped the scarf on the wooden dock beside me and plopped to the ground, lifting my gaze to the distant horizon, glinting in the light of the cold sun. I wondered what Kaiba had seen in it to make him smile that way.

Sighing, I buried my face in the palms of my hands and rubbed my eyes, which had begun prickling painfully. The bitter tang at the back of my throat thickened into a dull ache, and I gulped. Why had I really expected Kaiba to be here, anyway? Surely he had more work than he could handle, running his corporation, and it had been an incredible fluke for me to see him here yesterday.

But I had. And now I couldn't forget it.

I lowered my palms from my face and stared once more at the glinting waves. They swished against the docks with a predictable natural rhythm, like a breath or a heartbeat, as I tried to focus on the sound and banish the ever-tightening ache from the back of my throat. I clenched my eyes tightly, forcing all thoughts from my mind but the constant rhythm of the waves.

Swish.

A lean figure, clad in black, dark hair whipping in the wind.

Swish.

Blue eyes, brighter than the ocean, gazing distantly at the sea.

Swish.

A lean figure, clad in sweeping white robes, dark hair whipping in the wind.

Swish.

Blue eyes, brighter than the ocean, gazing over windswept plains of sand.

My eyes snapped open even as a sudden flood of tears poured down my face. What was that? A memory from my past life? I'd had flashes before, and Isis had said Kaiba was involved somehow with my past; but this was the first time I'd seen him. I knew it was him - he looked exactly the way he had the day before, wearing the exact same distant expression - and I desperately needed to see more. So, I squeezed my eyes shut once more, ignoring the stinging liquid still streaming from between my eyelids, but another vision never came.

After a long, tense moment, the only sound the continual whoosh of the waves, I reluctantly slid my eyes open again. At least I could still recall the image of the wondrous figure in his sweeping robes… My heart clenched painfully and I rose, grabbing the crimson scarf. Swiping an arm across my wet face, I glanced once more at the ocean before turning toward home.

I'd seen enough of Kaiba for one day.

It's intriguing (though incredibly irritating) how fate tends to throw you off track as soon as you've made up your mind about anything; as if you shouldn't bother having goals in the first place, since they all end up skewed in the end, anyway. After my vision of Kaiba at the wharf, I felt drawn to him more than ever; and now I had the image of him in his Egyptian robes added to the one of his wistful smile. But this new image had some strange emotion connected to it that I couldn't place, and though I tried to force it from my mind, it continually kept returning- and every time it did I felt as if my chest was being ripped to shreds.

I couldn't stop crying the whole way home.

When I finally made it back to the game shop, I snuck around Jiichan, who was waiting on some customers, and trudged up the stairs to wash the traces of tears from my face. I shut and locked the bathroom door behind me, wetting a washcloth in the sink before I glanced at my reflection in the mirror. I looked terrible. My crimson eyes had become puffy and bloodshot, and my nose had reddened until almost my entire face matched the scarf around my neck.

I covered my face with the cold, wet washcloth and left it there for a long time, breathing in the wet air through the terrycloth fabric, until the cloth didn't feel cold anymore. Then I dampened it again and held it over my face once more as that stinging ache resurfaced in my throat. Water dripped steadily onto my scarf.

Just then someone knocked on the bathroom door. "Yami? Are you in there?" Yugi's muffled voice called through the thick wood.

I lowered the washcloth and examined my face in the mirror before I answered. The redness had disappeared, as well as the puffy bags under my eyes, though I seemed paler than usual; so I decided it was safe to open the door and talk to him. "Yugi? What are you doing here? Why aren't you at school?" I asked, drying my face with my sleeve as I opened the door.

"We got out early today. Teacher's conference. I told you about it before," he answered, his wide violet eyes narrowed in concern. "Yami, are you alright? You don't look so good."

"Yes, I'm fine. I just got back from a walk," I replied, brushing past him and walking toward my room as I unbuttoned my coat.

"Wait, don't do that. Everyone's here and I was wondering if you wanted to go eat with us."

I shrugged halfheartedly and buttoned my coat again. It wouldn't hurt to do something fun with Yugi-tachi; then, at least, I could get my mind off Kaiba and that disturbing image of him in his Egyptian robes. Yugi grinned at me and cheerily thumped down the stairs, calling out to his friends as he went. "Yami's coming, everyone!"

I followed Yugi at a slightly more subdued pace, smiling softly at his antics. Sometimes I tended to forget that Yugi was still a teenager; since, though I was physically his age, I had been sealed in the Sennen Puzzle for so long that I felt ages older. Kaiba seemed older, too… I shook my head briskly to banish the thought of him as I entered the front room of the game shop, where Yugi-tachi were all gathered, chattering noisily- including Ryou and the Tomb Robber.

Bakura smirked. I groaned inwardly.

"Hello Pharaoh. You look terrible," he greeted.

I scowled, trying to ignore his comment, when the bell over the game shop door sounded the entrance of two new figures- a smiling, raven-haired boy of about twelve, and a tall, slim brunet with brilliant cerulean eyes, wearing a light blue shirt with a high collar under a long duster jacket the same shade as his eyes. My heart stopped.

"Have fun, Mokuba. I'll be back to pick you up in a few hours," Kaiba told the boy before turning on a heel, not even bothering to glance at the rest of us. I stared at him as he opened the door, the bell sounding once more, and my feet led me across the room against my will.

"Wait, Seto! I thought you were coming with us!" Mokuba protested.

Kaiba paused in the doorway, not turning around, and shook his head firmly. "I have work to do," he answered shortly. I kept creeping closer.

"Well, at least say hello to everyone," Mokuba sighed. "I don't think you've even seen Yami since he got his own body."

"Mokuba, you know I don't believe in that nonsense," Kaiba retorted, finally twisting to face his brother; but by that time I stood beside Mokuba, unable to tear my gaze from Kaiba. As soon as Kaiba noticed me our eyes locked and I felt a crackling, staticky tingle run through me, starting at the base of my spine and spreading outward until the tips of my fingers throbbed. Still, I stared helplessly into Kaiba's slightly widened eyes. "Yami?" he questioned simply.

I sat at an elaborately carved wooden table, poring over stacks of paper. My scribes' carefully handwritten reports were perfectly done and easy to understand, yet they still inevitably gave me a headache. Wearily I pinched the bridge of my nose to banish the pain, glancing longingly out the window at the crystal sky, framed by brilliant orange clouds as the sun set over Egypt.

I sighed. Why had my father had to die so young? Now I was faced with the responsibility of leading an entire country without even his guidance, and I had no other family to look to for help. And I was merely sixteen years old. Instead of spending my leisure time with friends outside under that perfect sky, any spare second outside of court was spent reviewing endless heavy scrolls of papyrus, or studying the works of ancient pharaohs so that I could better rule my people.

It was lonely.

Giving the flawless sunset one last wistful glance, I turned doggedly back to my scribes' reports when a brisk knock sounded at the door. "Come in," I called listlessly, expecting a servant to bring me even more tedious papers; but the door swung open to reveal my newest priest, a tall, slim young man with dark brown hair a few years older than myself. He stepped confidently into the room, bowing slightly in respect, and I nodded at him in acknowledgement, curious as to what he wanted. We'd never actually spoken before.

The priest rose from his short bow and assertively met my gaze with a pair of strikingly bright blue eyes. "Yami?" he questioned simply.

I blinked. Kaiba stared at me in confusion and the game shop had fallen into a tense silence- I could feel Yugi-tachi's questioning gaze on the back of my head. I blinked again and took a step backward, tearing my gaze from Kaiba's face to inspect the spotless tile floor. The heavy silence hung in the air a moment longer until I finally regained my senses; then I lifted my head once more (not quite meeting his eyes) and said, "It's good to see you, Kaiba."

With that, I spun on a heel and climbed back up the staircase to lock myself in my room.