Disclaimer: I don't own Outlaw Star...but I pwn it with my mad skillzorz.

(Author's note: I am very pleased that people are reading my fic, even though there has been a lack of action. In this chapter however, I will write my actual first fight scene. Sure, I may have done an action scene in my past fics, but this one I'm trying to make the real deal, SO PLEASE, PLEASE, PLEASE REVIEW AND TELL ME WHAT YOU THINK ABOUT IT! Normally, I wouldn't ask that, but fight scenes are new to me and I plan to have more of them.

More Author's notes: In this chapter, creatures called 'Rei' are going to be introduced. In English, Rei is translated into the word ghost in Japanese. The creatures aren't ghosts nor do they pass through walls and do whatever we may think ghosts can do. Rei just fits the theme of the enemies the Outlaw Star must fight this time. By the way, Yu Ling is crudely translated to phantom in Chinese. I have this oriental trend going on with some names, but I think I'll end up stopping it...I dunno. Oh yeah...before I forget, a wakizashi is a small katana-like sword that is used in the off-hand and mainly used for defense.)

Outlaw Star: The Yu Ling Saga

Chapter 3: The Ghosts of the Feng

OOOOOOOOOOOOOOOOOOOOOOOO

Mefina gazed up at the darkness of the night started to cover the light of the day as the car drove to the train station, her mind wandering about from the thought of her being a burden to her friends. When Gene had came back into the garage, he had fear written all over his face. He backed out the Starwind & Hawking building and told everyone why they couldn't go out to eat.

She recalled everyone's shock when Gene explained about the Feng pirates. The others were now discussing the upcoming meeting Gene had with the mystery man that had called him.

"Nobody hunts down a Ctarl-Ctarl! It's the other way around!" said Aisha out of her race's pride with her hand balled up in a fist. "Just let me find out where these Feng pirates are! I'll show them who they're messin' with!" Suzuka, sitting between the raging Ctarl-Ctarl and Melfina, softly exhaled.

"Aisha, I really don't think it wise to attack a pirate guild such the Feng directly. We know nothing about them other than what was told to Gene," said Suzuka coolly.

"So what would you do Suzu? Run away?" yelled Aisha. She knew how Suzu was a thinker and a reasoner, but this was ridiculous, thought Aisha. "If someone's coming after you, you get them first!"

"Aisha!" Suzuka surprisingly raising her voice. "Do you honestly think you could fight the Feng by yourself? Like I said, you don't know what they're capable of." The ex-assassin slid her arms in her sleeves and closed her eyes in an attempt to calm herself. "And stop calling me Suzu."

"Oh, so you would run away! I can't believe you Suzu!" Aisha snapped at Suzuka. Jim had interfered from the front seat before Suzuka could respond to Aisha's words.

"Can you guys quit arguing! Sitting here bickering about isn't going to do a damn thing about it!" What Jim said made sense to the two in the backseats. The girls simply turned their bodies from each other. "You two are both right; we can't run away but we also don't know anything about the Feng. I'm confused about it as well," said Jim. Suzuka knew the boy was right, leaving her confused as well. Aisha was calmed down by the technician's words; there was nothing to gain from arguing with Suzuka.

Jim sat back in his seat. The situation was more than confusing him, it was driving him crazy. The thought of all his friends getting killed was more than enough to make him shout out a random cuss now and then. Just when things were starting to turn for the good, more pirates had to come. And they all wanted the same goddamned thing, the Outlaw Star and Melfina. Melfina didn't do anything to these guys but they still come after her. Hell, she was basically a person now since she and Gene are getting married, she shouldn't have all these people after her. If the Leyline didn't exist, then none of this stuff would be happening. It should just blow up or something, thought Jim. He knew that Gene and Melfina were feeling the heavier weight of it all.

Gene hadn't spoken a single word after sharing the news with his crew. He kept his eyes on the road, thinking about what to do now. He couldn't run, he would just be keeping the Feng at bay for a while until they struck. Normally, his ego would stop him from thinking such thoughts of running away, but there was so much at risk. He couldn't lose Melfina to them and he couldn't let Jim, Aisha, or Suzuka get killed because of him. Aisha may have gotten on his nerves thousands of times, but she helped him out of the rough times such as that Strongest Woman in the Universe tournament incident. Suzuka, even though she originally wanted to kill him and his weapons supplier, Fred Luo, just like Aisha, if she wasn't with them, he'd probably would have been killed long ago. Jim...there was no way he could let the Feng get his partner. The boy, as odd as it may have looked like, was his best friend. When he saved Jim from that car crash that took both of his parents all those years ago, they were inseparable. He had to admit it though, Jim alone had gotten him out of more trouble than anyone put together with his handy computer skills and smarts. Plus, Jim was a growing genius, he couldn't just let a mind like that be taken away.

Then there was Melfina, his love of his life. The day he saw her awake from her cryostasis on Sentinel III was a day that would stay an unforgettable memory for him. Because of her, he wouldn't have gotten a ship for himself, a crew, and a chance to go on an lengthy of a lifetime. It was true that she and the Outlaw Star were the real reason the Kei pirates pursued them, but it was worth it in his mind...anything to be with her. Now, there was confusion; the Feng pirates wanted Melfina, the Outlaw Star, and kill off the rest of its crew. But why would they want her now? She was no longer the Maiden of the Leyline; even if the Feng did find the Leyline, they couldn't use her to unlock its powers to grant desires...Melfina and Gene wished to be together always and that's what broke her ties to the Leyline's powers...but did that wish really come true? Yeah...of course it did. The Leyline could grant anyone's wish.

The drive from the shop to the train yards was around a lengthy hour and a half. The same railroad tracks built during the times when Heiphong was still in its beginning of colonization were still being used now as ways to commune for business. The area was littered with trash, bolts, and chips of wood from the tracks. The Neotrack train station itself was now an old and worn building with its neon banner broken all over the concrete ground in shards. Around the building, empty warehouses with smashed windows that were probably used to supply the now out-of-service steam engines that laid in a graveyard like state. Gene drove down the driveway and parked in front of the station. Everyone got out of the car and stood in front of it.

"Well this is the place," said Gene. "It's a dump. Can you read anything from inside the building Jim?"

Jim took out his P.A. from his back pocket and held it out in front of him, making sure to scan the whole building. He saw a single heat signature. "There's someone in there. It looks like he or she is waiting for us to walk in cause the person is in the main room."

"Oh really?" said Gene. He pulled out his single-handed shotgun and handgun. "When we walk in, he'll definitely see these. If he's trying to pull a fast one on us, then he'll see them up close." He turned around to face Melfina.

"Melfina, stay in the car with Jim. Jim, you keep the car warm incase something happens," said Gene.

"Okay Gene, please be careful...all of you," said Melfina with concern.

Gene was about to say something, but Aisha beat him to it. "Oh don't worry Mel. As long as there's a Ctarl-Ctarl with ya, no one will even get scratched," she said arrogantly. She flexed her muscles, ready incase of a fight.

The red-head rolled his eyes. "Yeah, whatever...lets just go in." Aisha growled at him. Suzuka stifled a laugh from Aisha's reaction as both of them followed Gene into the building.

OOOOOOOOOO

When the three walked inside the train station, the were greeted by the light from a dangling bulb fixture from above. The cement floor was covered with dust, broken glass, and pieces of wood that was from the planks leaning against the wall. The light itself hung over a gap in the floor where the old tracks were placed, sealed off forever by the boarded up tunnels from which the track ran though. Across the gap was another platform similar to the one Gene, Aisha, and Suzuka stood on. There stood a shady, muscular man with a platinum briefcase. The man smirked at them.

"So, I'm guessing it was you who called me," said Gene, his finger stiff on handgun's trigger.

"Yeah, Gene. It was me" The man closed his eyes and looked downcast. He went silent.

Gene became agitated when the man didn't do or say anything. "Well? You said you had something to give us."

The man laughed a bit, his eyes shadowed. "To tell you the truth...I don't. This is nothing but a trap set by the Feng."

Gene immediately raised his gun to the man's head. "Do anything and your dead. What the hell are you planning? Who are you?" Aisha extended her claws and Suzuka drew her bokken.

"My name is Hulas. I'm a slave to the Feng pirates and in exchange for my freedom, the Yu Ling sent me here to get Melfina and the XGP," said the man named Hulas.

"If you're a slave to the Feng, why are you doing this?" asked Suzuka. The Feng are disgusting, she thought, they sent their own slave to do their handiwork.

"I used to wonder that myself lady. But even if I did resist, the Feng would still get their way." Hulas looked up, making the light show his eyes mixed with fear and hope. "If I did aid them somehow, I would never forgive myself. I was going to offer you a deal, your lives now or Melfina and your lives later." He laughed a bit and sighed, "Looking at you and your friends, I can tell you'd never give her up. So I ask you...Outlaw Star crew..." He tightened his open hand into a fist.

"Fight the Feng...I have no idea if you can, but that's the only way to end their madness."

Gene was partially stunned by the words. This man was most likely risking his life just to keep them alive for a bit. He brought his gun down. "Are you just joking with us?" Aisha's ears started to twitch when she heard the sound of shuffling from above.

"No Gene, I'm not. There's a big chance that you may die trying to fight, but if you run, you'll only die for sure. If you think that you may die regardless...then do what you think is right. Right now, I'm about to haul ass and get as far away from you and the Feng as possible. You don't deserve all this stuff, none of you." Hulas then turned around and ran through the exit behind him, still holding the briefcase.

"Good luck Gene Starwind!" yelled the man from outside, his footsteps crunching against the gravel.

Gene and Suzuka simply stared at the doorway that Hulas went through. "What the hell was that all about?" he asked to no one in particular.

Aisha kept focus on the darkened ceiling, the sound of the shuffling continued. "I think whatever trap that guy had for us is about to spring." When they had entered the building, she heard it, but it was feint. She considered it to be rats scurrying around in the walls and the ceiling. Once Hulas started talking about them fighting the Feng, the sound intensified.

The deathly scream of Hulas was carried into the station from outside.

"...The fuck!" Gene brought his handgun back up and aimed it towards the direction the scream came from. It was followed by another yell that came from Aisha's mouth.

"Gene! Above you!" The outlaw looked up and saw a greyish blur falling down from the ceiling towards him with three sharpened blades aiming for his head. Gene jumped backwards in time, immediately fired his gun at the thing when the it landed causing it to fall on its back. Gene stepped forward and eyed his assailant. It couldn't be called a man for one thing, it was too thin and lean for it to be one. It's faceless human-shaped head was connected to its skinny body by a neck that looked like it was only made of stretched skin. The three blades were actually the creature's hand followed by another one on its other arm. There were two other things of the creature that Gene saw interesting other than its extremely slim figure, it was practically as tall as he was since it was stretched out and the awkward symbol that was placed on its face; it looked like two S's, with one backwards, diagonally tilted with their bottoms almost meeting each other with a single red dot in the center of where the black S's curved.

"Whatever the hell this thing is, its dead now." said Gene assuredly. The shot he fired penetrated its head clean through.

"It isn't bleeding," said Suzuka. She was right, there wasn't a drop of blood anywhere around the creature.

"I really don't think it has any blood in it," replied Gene.

Aisha tensed her muscles, her blue eyes shifting to every corner of the room. "There's more of them!" Seven of the grey creatures dropped down from the ceiling to prove Aisha right, while nine of their brothers seemed to appear right from thin air around them. Some of them had different weapons while the others had the tri-bladed hands. They strafed in a circular motion about Gene, Aisha and Suzuka.

"Damn! We're surrounded!" said Gene as the three got together back to back, ready to fight the things as they drew nearer. A seventeenth creature joined the others when the one Gene shot in the head regenerated, they're knees bent like birds.

OOOOOOOOOO

The moment finally came when the Feng would strike. He had gotten to the train station before the crew of the Outlaw Star drove up. He had hid inside a warehouse surrounding the Neotrack station, waiting patiently for Gene and the others to arrive. He knew that there was someone representing the Feng inside waiting for them with a pack of Rei ready to tear them to shreds. But he couldn't tell if there were really Rei in the station, they could hide wherever they wanted if they were outfitted with a cloaking device. When Gene and the rest came, he would come out of his hiding spot and warn them about what was going on.

There was a sound of a car driving up to the station. It's headlights shone through the nighttime as the passengers got out. He could see the crew talking to each other, though he couldn't hear their voices because they were too far and too quiet. He saw the Melfina person and the Jim kid go back into the car and the other three walk into the building. He was about to run outside and tell them to stop but he heard a familiar screech and hiss behind him. He turned around to find eight of those goddamned Rei in their battle stances. He grabbed the grips of his katana and wakizashi and glared at the monsters.

"I haven't seen any Rei in quite some time," he said. It wasn't like they could understand a word he spoke. "Doesn't Soliz make you guys look any different? You always looked the same." The Rei were stupid, they would always attack first and fight blindly. From his experiences, if Rei didn't attack immediately, just talk for a bit and they will charge some reason; they didn't have any ears.

One of the Rei ran towards him with cudgels for hands, running low to the ground to attempt to knock him off his feet. Jumping into the air, he drew his two swords from their scabbards and stabbed them into both the head and the back of the Rei when he landed, ensuring a positive death for it. Behind his back he could hear the rest of them coming to him. Withdrawing his blades, he back-flipped in time to avoid the thrust of a Rei's claws. Landing behind it, he turned on his heel, slashing the Rei with his katana in half while immediately blocking another Rei's two axes with his wakizashi. He could hear the blades of a Rei above him rubbing each other preparing to impale him. He immediately kicked the Rei he was blocking and slashed upward right when the airborne Rei was within his' swords reach, cutting it down its midsection; it started to dissolve in a blue steam meaning that he had cracked its crystal. The Rei he kicked was stunned so he pierced its stomach with his smaller sword and eviscerated his grey enemy vertically to its head, slicing it partially in half. Seeing the Rei he had cut in half right at his feet about to regenerate its legs, he stomped its head with his right boot, hearing the crystal in it break. Leaving the Rei to dissolve, he turned his focus on a Rei that was going to stab him in the back with its knives. Deflecting its attack, he pushed the Rei back with its own force and slashed diagonally across its head, releasing a red mist from its body. Unexpectedly, he heard a gunshot from the train station.

"Damn!" Gene and the other two were already fighting the Rei! Most likely a bigger group than he was fighting now. He had to kill the rest of these so he could go and help the others. The remaining three Rei charged at him with swords of their own in different directions in an attempt to trap him against the wall. As they neared him, he jumped towards the wall and kicked himself off of it, landing him behind the backs of the attacking Rei. He immediately decapitated all three of them with one horizontal slash of his katana. When only two of the Rei dissolved, he quickly crushed the thin body on the ground by stepping on it. Before running out to go and help with the other fight, he made sure that he saw all of the Rei's corpses dissolve.

OOOOOOOOOO

Melfina remained in the backseat of the car while Jim was in the driver's side. Neither of them talked to each other, not wanting to break their train of thoughts. The black-haired girl looked down at her hands, thinking about how if she wasn't around, none of this stuff would be happening to her friends. Also, they could fight and Jim had very good computer skills, but what could she do? All they did was protect her...and she couldn't do anything for them. She wasn't strong like they were, so she couldn't fight. So why did they put up with her? They would be better off...without her probably. Most likely. Once she gathered enough courage, she asked Jim about her being a burden to everyone.

"Jim," she said in a quiet voice.

"Yeah Mel?" said Jim from the front.

"I was wondering..." her voice trailed off. No, I shouldn't talk about this now.

"Wondering about what-" His voice was cut off by a gunshot from the station. Gene!

He pulled out his P.A. from his pocket and got out the car. He scanned the station, only revealing Gene, Suzuka, and Aisha. They were jumping about, attacking, and dodging what seemed to be something he couldn't trace.

Melfina stuck her head out of the window, "Jim, what's wrong? Are they ok?"

Jim was about to answer, but all of a sudden, a light-haired man ran right past him holding a sword in both hands with one of them being shorter than the other. The man ran right into the station.

"What the hell?" Jim, taken by surprise.

Melfina saw the curious-looking man too. "Who was that Jim?" Now there were several shots coming from the building.

"I have no clue, but he sure did look deadly with those blades he was holding. Where did he come from?" said Jim. He couldn't get a good view of the man; the car's headlights made him look almost like a silhouette. But that one moment when the man ran past him, he felt weird vibes coming from him, like when a person talks and you hear them. The man didn't talk but it was as though he could hear something telling him that the man was going to be important...

OOOOOOOOOO

Gene fixated his eyes on the creatures in front of him. Seeing as how the one he had shot regenerated, he decided to put is handgun back in its hoister and pulled out his shotgun. I don't think they'll get up after this. Gene smirked in his cocky way. "I'll see if I can take down the freaks in front of me."

"I don't know what they are, but none of them can match the strength of a Ctarl-Ctarl, so they can get up as much as they want," said Aisha ready to fight. "They'll keep falling. I got the ones I'm looking at as well."

"They're very thin, they must be versatile." Suzuka held her bokken above her face diagonally. "I have the rest."

The grey things immediately charged for them. The one that was closest to Gene raised its single sword to attack but was blasted by Gene's shotgun, destroying the upper half of it's body in a bluish cloud. A second one came but caught Gene through a blind spot and gave his hands an uppercut with its axes, knocking the shotgun from his grip across the room. Another one with knives came to join its brother in trying to slash its prey that was nimbly dodging them both. Gene took out his Bowie knife and stabbed the axe-handed creature in its head, red mist coming from the wound. The other creature took the opportunity to hack at Gene's head, but the outlaw ducked in time and thrust his knife in the things chest, causing it to tumble back and heal its wound.

"Why the hell won't some of them die?" yelled out Gene as he drew his handgun out again, blasting one of the things in the head. It simply fell down.

"I don't know, but they're dying for me!" Aisha had grabbed two creatures by their necks and slammed their heads into each other, crushing them; only one had green steam coming out of it. Seeing three of them running towards her, she threw the other headless body into them, knocking down the creatures like bowling pins. The headless one grew its head back and joined the other four in taking the Ctarl-Ctarl down. As the four charged her, one jumped into the air for an aerial strike, but was snatched by both its legs Aisha and ripped in half in a red cloud. The other three, two armed with cudgels and one armed with axes, flailed at her. She winced in pain as the blade from the axe sliced her skin on her arm.

"No body does that to me!" she screamed as she grabbed her attacker by the head and crushed its skull in a yellow misty pulp. The two creatures ran at her from both sides, but Aisha grabbed them, threw them on the ground, and stepped on both of them repeatedly, resulting in a purple cloud.

Suzuka was surrounded by four of the creatures, just at enough range to use one of her commonly known abilities. Gathering energy within her, the assassin let loose a whirlwind around her body, catching the things near her. She slashed at them with her bokken repeatedly, resulting in all four dying in a yellow and green mist. When her whirlwind died out, one of the creatures jumped on her back, knocking her down with its sword-like hands ready to remove her head. She was about to flip over to knock the thing down but a katana blade came through its stomach and carved its way through its head. It fell over in a blue mist. Suzuka got up and saw the man that helped her out jump and attack the last five of the grey things. His young hazel eyes were filled with intensity as he fought against the enemy. Two of the five creatures jumped into the air while the other three surrounded him for a group attack. For a counter, back-flipped, impaling the grey creature behind him with his wakizashi in the head, making it dissolve into a green mist. Then, he threw his smaller sword in the air, slashing the two causing them to land in a blue and red mist. Finally, with his one katana, he charged the last two, slicing both in half. Only one started to emit a red steam while the other one began to regenerate its lost legs. The wakizashi landed in its head, causing a green mist.

Suzuka glared at the man, who did he think he was? Did he think he was doing her a favor by getting that creature off her back? He walked over to where his sword lied in the head of the thing. "Who are you? What did you think you were doing when you killed that creature on my back?"

The man placed his foot on the chest of the slain beast and pulled the small sword out of its head. "My name is Adril, and I think I saved your life," he said in a cool voice. He slid his swords into their sheaths that were tied to his upper hip by a belt. Aisha and Gene saw him as a showoff.

"Thanks," said Gene. The man wore what looked like a modernized green tunic of some sorts under his dark brown leather coat and his blue non-faded jeans were tucked inside his brown boots.

"You didn't have to do that, I could have taken care of them myself," said Aisha, holding the wound on her arm.

Adril looked about the room, seeing the Rei dissolve around them. "You did a good job taking them out. Most people give up when they can't find their weak spots."

Gene eyed the Adril character suspiciously. He must know what these things are...that means that...

"Hey. I think me and you need to talk," said Gene. Adril laughed to himself.

"Yeah...we do need to talk. I have some things I need to say to you. All of you. And I think it will be...interesting. I think it will be best if we got away from here as fast as possible incase more Rei or anything else from the Feng comes here."

"Well, come with us then to our home." Gene didn't trust this guy. He comes out of nowhere and starts slashing at everything like he's cool or something, then he tells us what these things are and that they're from the Feng. But he did help them out a bit...even if they didn't need it. And it would be good to know more information...

"Thanks," said Adril. "I had to walk all the way here...my legs are still tired. But first I need to get these crystals." He got down on his knees and started to dig his hand into one of the dissolving Rei's head."

"What's going on with the Rei creatures?" asked Aisha. The three looked around the room and saw all of them dissolving in some type of colored steam that varied amongst them.

"I'll explain once we're back to your home," said Adril as he pulled out a broken blue pearl-like crystal from the Rei. He was careful not to say Starwind & Hawking Enterprises.

OOOOOOOOOO

MEANWHILE AT THE STARWIND & HAWKING BUILDING...

Personally, he thought Gene Starwind was the stupidest being in the universe once he learned that he had fallen love to the android and proposed to it. How could anyone love a droid? he thought to himself. He stood in front of Gene's building.

"What a wreck... I guess I'm going to have to erase its ugly mug from this land." The King didn't say anything about toying with them, only to find the ignition key of the XGP and Melfina. He knew that Melfina went with Gene to meet with Hulas...and based on what the Emperor said, Hulas would be killed and Gene and the rest of the XGP's crew will live along with another person. He didn't know what plan the King had created, but it involved Gene Starwind living for the time being. The King's complex plans often confused him, but he and the rest of the Yu Ling learned to trust in the King's wisdom.

He held a hand in front of the door's knob. Emitting a bit of heat from his palm, he melted the brass contraption into a dripping puddle that burned a hole through the welcome mat under his feet. Moving his hand up and down, he made sure he melted off the locks before kicking the door open. Empty.

"Hmm. Nobody's home. When they get back, they'll be in such surprise." He grinned at the thought of his plans. The invader ran up the stairs and searched all the rooms for the key. After finding nothing but clothes, he ran back downstairs and searched the kitchen and den. Still no key. This just made him jubilant, it meant that he would have to confront Gene himself.

"Oh how delightful. It would be nice to fight the one that killed Hazanko. But now, I think I should give him a reason to fight me." Flicking both of his wrists, flames engulfed them. He raised his hands to the ceiling and spewed fire from his palms. The building had to be destroyed completely...he had a reputation to keep. After setting the ceiling ablaze, he set fire to the kitchen, the den, the garage, and finally the floor. Sensing that the building would be burned to the ground, he got out.

He turned around and looked at the burning building, "Yeah...this is good. Hopefully the fire will spread." He laughed maniacally as the flames grew and walked away.

OOOOOOOOOO

15 MINUTES LATER AFTER GENE & CO. LEFT THE TRAIN STATION...

The two Feng agents walked into the Neotrack station. Sent by the Yu Ling to find the memory crystal, they started searching for it, walking over the nearly gone remains of the Rei.

"There must have been one hell of a fight," said Gan, climbing down onto the tracks to get to the other platform.

"Yeah, look at all the dead Rei. Their crystals are gone too," said Yomi following his partner.

"Well that's strange. But I don't think it's something to worry about." The two climbed off the tracks to the other side. They began to search it.

"Nothing's here," said Yomi looking in a corner.

"Let's look outside then," said Gan. They went out the other door, only to see a corpse in a pool of blood holding a suitcase with his throat slashed.

"This is that Hulas guy, Teirben said he was the one we were supposed to meet to get the crystal and Melfina." Yomi got down on his knees and inspected the body. Gan opened up the suitcase and let the contents fall out.

"Clothes," he said as the clothing articles fell about. "He was trying to run away. No crystal though."

Yomi was digging in Hulas' pocket. He pulled out a green spherical crystal.

"Found it," he said. "I can sense it's power. This has to be the memory crystal. Let's go report back to Teirben." And with that, the two left the station. Their next stop would be the spaceship docking area..

OOOOOOOOOOOOOOOOOOOOOOOO

(What an intense chapter to write! Who is this new guy named Adril? How does he know the Feng? Can he be trusted? And Gene and the other's home on Heiphong has been burned down thanks to a shady character. Who is he? Is he truly a part of the Yu Ling? He also said that he's going to confront Gene! If he does, can Gene and the rest of the crew stand up to this fiery foe? Find out in the next chapter of Outlaw Star: The Yu Ling Saga! Remember to READ AND REVIEW!)