The students and teachers looked down in horror at the hundreds of villains that had poured out onto the plaza below. Just at a glance Bakugo saw at least 3 dozen different types of quirks, from enhancement, to gun type, to speed type, and some he didn't even recognize; such as that purple mist that had vomited out these villains. Two yellow eyes formed out of the mist. An eerie voice spoke out of the mist.

"The only pro heroes I see are Eraserhead and Thirteen. All Might is no where to be seen, which contradicts the schedule we found on campus." The mist half solidified into a slightly more recognizeable human form.

Aizawa growled. "So you scumbags used the press as cover and sneaked onto campus." It was a grim thought to be sure.

The man covered in hands snorted. "Where is he? We've gone through so much work to bring so many friends who were eager to meet him." The horde of criminals started to advance. "They came for All Might, and it's a shame he's not here." There was a disturbing nature to how the hand man (who seemed to be the leader,) tilted his head to the side; like a dog wondering if its owner was going to give it a treat. "Maybe if I kill a few kids he might come out to play?"

Aizawa's scarf burst to life with his anger. Thirteen shielded the students. Kirishima looked down at the plaza and voice what they all were thinking. "How could this many break into a facility this secure?"

Katsuki was the first to answer. "That mist guy has a warping quirk of some kind. Took me a moment to place what it could be." He scowled that such a useful quirk had been taken by such a corrupt person. Warp quirks were exceptionally rare.

"Thirteen, why aren't the alarms going off?" Momo asked, worry filling her voice.

Thirteen hummed. "I don't know."

Shoto glared down at the villains with disgust. "Is the whole campus under attack? Or just us? Either way if the sensors aren't going off then that means one of these villains has a quirk that is masking our presence. They carefully chose this isolated facility at a time when a class is being taught. They have a plan. They're fools for trespassing here, but they've thought this out. Whatever their plan is, they have a concrete objective in mind."

Bakugo hummed in agreement with half-n-half's quick dissection of the situation. "I would place the jamming quirk on one of the electric types. They are known for that ability."

Aizawa stepped forward. He was eerily calm, ready for battle. "Thirteen, get them out of here. Alert the main campus... actually, if they're blocking our sensors, then they have probably blocked our regular communications as well. Kaminari, try getting a message through to the school."

With that, Aizawa leapt down the stairs and initiated combat. He was a sight to behold. Villains left and right were nullified and dispatched like a child's toy. The students were left in awe of his skill: Katsuki knew that Aizawa was not suited for group combat, but the man still handled the thugs with surprising ease and swiftness to the point it seemed more like a scripted act than a real fight.

The leader didn't seemnto find the situation quite as impressive. "He's still trying to intimidate us. Since he's hiding behind those goggles its hard to tell who's quirk he is erasing at any one point, keeping us from functioning and working together... how annoying. If there's one thing I hate about pros, it's when they live up to their hype."

Thirteen began herding the children away, who all scrambled away from the attack. Bakugo was running more to the side of the group, his arms spread out lightly so he could quickly attack if he needed to. He snapped his head to the side, scanning his classmates: Kirishima caught his look and sent the explosive boy a thumbs up. Then, his face paled and he shouted, "watch out!"

Katsuki looked back to his other side, wide-eyed. One of the criminals with a stealth quirk had split off from the group, snuck up the stairs, and was now running full tilt towards the children, right at Bakugo. Katsuki stopped and leveled a gauntleted hand to the villain, his palm growing warm with the oncoming explosion. Thirteen halted as well, calling for Bakugo to not engage, making the other students also pause.

Before anyone could attack or defend, a blurred heat haze leapt between Katsuki and the villain. It nearly swallowed the criminal whole, who yelled in fear, "wha?! What is this?!" He tumbled into the bushes as the heat haze flickered briefly into a shadowy form and continued to push him away. Bakugo couldn't hold the building explosion anymore, and both villain and shadow were blasted.

The villain went soaring through the air and down the stairs in a rough, but non-lethal, tumble.

The shadow however, remained. Flickering in the smoke, the unknown assailant seemed untouched: if anything, his form seemed slightly darker, and slightly more solid. Katsuki could almost make out a human form for a split second.

The two stared at each other for one frozen moment.

Then the shadow flickered from sight, Kirishima grabbed hold of Bakugo's arm, and they were back to running for their lives. Of course, the second delay cost them their freedom. The villain made of black mist had materialized before the group and covered the door. "There is no escape today. It is a pleasure to meet you: we are the league of Villains. I know it is impolite, but we decided to invite ourselves into this haven of justice to say hello. And besides," a strange yet calm glee filled the mist guy's voice, "isn't this a fitting place for All Might, the symbol of peace, to take his last breath?" The blood of the children ran ice cold at the declaration. All Might was the strongest and best, and yet here was a clearly mad villain claiming indirectly that they were about to kill him. He continued. "He was scheduled to be here today, and yet I see no sign of him... so there must have been some sort of change in plans we could not have foreseen. Ah well. In the end I suppose it doesn't really matter." His misty body expanded as he readied himself to fight. "I still have a role to play."

Thirteen's quirk was moments away from being unleashed, when Kirishima and Bakugo had leapt forward together to attack the villain. Bakugo knew why he had left forward, but why Kiri had joined him was a mystery to him: Katsuki needed to hit someone and hit them right then and there, but Kiri didn't have those same anger issues. It didn't matter either way. Their attacks went right through the man of mist.

There was a long pause as the form of the untouched villain appeared through the dust. "... you live up to your school's reputation." He sounded slightly impressed. "But you should be more careful children. Otherwise, someone might get hurt."

"You two. Get out of the way!"

Katsuki looked behind himself at Thirteen, and saw the building black hole. He blasted Kirishima and himself away with an explosion. Just in the nick of time. Thirteen could no longer hold in the powerful quirk, and the black hole began to devour the mist villain before them all. He grunted, but stood his ground. The villain countered, swallowing them all in his dark mist. The children cried in fear, but one by one, half of the students were picked up and deposited across the facility.

-- flood zone --

Hayate was dropped high above a large lake. He tried semi-successfully to break his fall with his quirk, but he still crashed painfully into the cold water. Suddenly thankful for all of the days he had spent at the beach, swimming to his heart's content, he whirled around in the water, searching for any sign of danger.

There of course was. A villain with a quirk that turned him into a hammer head shark was speeding towards the helpless student. Hayate tried to swim away, with an extra boost from his quirk, but he wasn't nearly as fast as his attacker underwater.

Just as he was thinking that this was the end for him, Tsuyu appeared out of nowhere, sending a powerful kick into sharkhead's head. "Looks like I got here just in time!" She somehow managed to speak clearly underwater. With Mineta tucked under her free arm, her tounge shot out and wrapped around Hayate's torso. Shooting through the water faster than Hayate or the sharkhead villain could, she burst out of the water and onto a boat that was supposed to be their shipwreck.

Hayate scrambled to his feet. To say he was slightly disoriented was an understatement. "You saved my life Asui," he murmured in awe.

Her head popped up. "I told you to call me Tsu."

Hayate mumbled his apologies. Cautiously, he looked over the edge of the boat at the lake: dozens of villains were crowded around the boat. "They must have somehow used the press yesterday to get into the school files while the teachers tried to handle the media. That mist guy said they were here to kill All Might."

"Do you think they really could?"

Hayate scoffed. "Nah. All Might is the best, remember? Once we get to safety and he gets here, he'll blow these guys away like they're nothing."

Mineta piped in here, his irritatingly loud voice carrying over the water. "But HOW are we supposed to get to safety?!?! There's fifty of them and three of us!!"

"I see twenty some. Thirty at most." Hayate mumbled, ignoring his classmate. He squatted back down underneath the railing. "But you're right. We need a plan of escape. Let's go over quirks. I can summon large bursts of wind: I use this to knock people around and move faster than I normally could. It comes with some not really helpful benefits, such as my hair always moving or my hair changing color to reflect my mood: dark blue for angry, light blue for happy, that kind of thing. I can create a really powerful gust of wind, but I'll black out for a few seconds, so it's an emergency effort."

Tsu went next. "My quirk is Frog. I can jump quite far, and cling to pretty much any wall. Oh and then there's my tounge: I can shoot it out about 20-30 meters. I can also secrete a mucus that stings a little bit. I can also spit up my stomach to clean it; but that's not really useful in this situation. Just ignore those last two really."

Hayate nodded. "That could be useful. If we could find a way to incapacitate these villains, that would be great in getting us to shore as soon as possible." He and Tsu turned to the last party member. "What about you Mineta?"

"Ive got these sticky balls." He plucked one off, sticking it to the side of the boat. "They'll cling to anything. Their strength varies on how well I'm feeling: up to 24 hours. I don't stick though; I just bounce right off of them."

Hayate and Tsuyu just stared at Mineta. After two seconds of the look, the short boy began sobbing loudly about they all were about to die. The villains down below began laughing as they heard the distressed cries. Hayate furiously tried to calm him down. "We need to think rationally! They've made some mistakes: they only looked at which teachers would be present, and they didn't check the quirks of the students. Otherwise, they would have known not to put Tsu here in the water zone."

"Agreed." Tsu scooted a bit closer. "If they had known my quirk, then they would have put me in the fire zone where I would dehydrate."

"Excatly! Then they don't know what we're capable of. For all they know, we could be as powerful as any pro."

Mineta was still close to tears. "Then what do you suggest we do?!"

Hayate looked over the edge of the ship again. He had just enough reaction time to yell for his two classmates to dodge before a giant hand of water as sharp as glass crashed into the boat, nearly sawing it cleanly in half. "Ohhhkay, thinking time over! Planning and doing time now!" Hayate looked around frantically, trying to find anything that could help them before the ship sunk and they met a bloody end.

It occurred to him, finally, as his gaze landed on the group of villains, that they were all awkwardly huddled together in the water: most likely for an extra measure of safety against unknown powers.

The most insane idea popped into his frazzled brain.

"Tsu! Toss me!"

"What?" She sounded alarmed to say the least.

Hayate huddled in close to the other two, lowering his voice. "Use your tounge and launch me over the group of villains. I'll shoot off as large of a blast of wind as I can muster, then you'll have to grab Mineta and catch me. I'll black out and be dead weight for a few moments. You're our ticket out of here. Mineta, once she has me, throw as many of your balls into the water as you can."

Tsuyu didn't like the sound of launching her friend face first above a group of dangerous villains, but did as he asked.

It was a sight to see. Once he was directly over the group of villains, Hayate spread his arms wide, one hand pointed down at the water: he hung in midair for a split second as the wind whipped around him. His hair turned dark stormy blue, and all of the air he amassed shot downwards in a fierce arrow of pressure. A huge wave of water sprung up, only to the crash back down, turning into a whirlpool that sucked in all of the villains.

Tsu caught Hayate easily, dragging his lifeless body behind her in the air as Mineta screamed obscenities at the trapped villains. "I think we passed the Flood Zone," she crowed happily.

-- elsewhere --

Meanwhile, Katsuki and Kirishima were equally finishing off their own batch of villains. Both were panting heavily. "I think that's the last of these guys. Bunch'a weaklings." Bakugo was feeling significantly better now that he had let out some well deserved violence: better he beat up actual villains than random punks who stared at him too long in the cafeteria, anyway.

Kirishima was amazed neither of them had gotten anything worse than a few bruises and scrapes. However, "we should probably try and find our classmates. If we're still here in the USJ, then they probably are too. And not all of them have the offensive skills we do." He clenched his fist, his sense of justice and honor filling his body. "We gotta make sure they're OK, especially since we screwed things up and got in the way earlier. If Thirteen had managed to suck up that mist guy earlier, we never would have been separated! We gotta make it up to the others!"

Katsuki sniffed. "If you wanna track down the others, then go have fun with that. I'm gonna go blow up that warpy scumbag."

"Huh? But our physical attacks fazed right trough him! C'mon, don't be an idiot man. Ever since that shadowy... thing showed up you've been acting on edge."

"SHUT UP!" Bakugo probably shouldn't have yelled at his only current teammate, but he could feel his temper and stress rising again. He always was so touchy about his stalker.

Kiri didn't listen, tilting his head to the side. "What was with that guy anyway? It looked like he was protecting you."

Katsuki growled. "Drop it! He's just another one of these scumbags, and he'll get creamed just like the rest of them! So just drop it!"

The other boy didn't seem convinced. He wasn't stupid: he could tell there was something up for sure, but he couldn't tell what. That shadow guy (thing?) really did seem like he (it?) was protecting Katsuki, but the explosive blonde was claiming he was a villain. "... alright, sure, whatever. What do you think we should do then?"

"The others are strong in their own rights. Right now the biggest threat are those two leaders." Katsuki began mumbling. "The one who can warp looks like the second in command: which is ridiculous given handsy-face seems like an immature brat. They claimed to be here to kill All Might, and they seem organized enough to most likely have a way to accomplish that. Eraserhead is strong, but I doubt he could take on All Might's guillotine."

Kirishima nodded. "Yeah. We need to get back there, and fast." He paused. "Also, since when do you act so calm and rational? You're usually more like... 'DIE! DIE! DIE!'"

"I'M ALWAYS CALM AND RATIONAL YOU RED-HAIRED LOSER!"

"Yeah! There you are!" Kiri beamed. He pounded his hardened fists together in what Katsuki was realizing was a signature move of his. "Let's go help our classmates!"

Bakugo gave a predatorial grin. More punching bags for him: how delightful.

A/N

So with the USJ (with the exception of the children battling for the exit) these two chapters are focusing mostly on what the show focuses on: i.e., the flood zone, Bakugo, and next chapter the plaza fight. Oh, and next chapter is going to be FUN. For me at the very least.

I really enjoyed writing Hayate. He seems so dorky. I also enjoyed writing Katsuki with a mumbling habit: after Izu died he found himself taking over Izu's journals and developed the analyzation and mumbling habits. Kinda cute.

Anywho, comments!

Concerning Hayate's quirk: My Hero Academiafan 27, you were close, and CadB you were slightly less close (points for picking up on the hair motion though.)

CadB, your guess on Baku's coping mechanism was close: he just punches things: perferably people. He would almost certainly do boxing if he wasn't spending every moment training for being a hero.

My Hero Academiafan 27, I can't properly answer your first question without giving away spoiler information. (And that is with any possible answer, whether "yes," "no," "partially," or "not quite.") So I'll let you figure it out on your own. (You'll get the proper answer sooner or later.)

Well, I ain't got much more to say. As always, tell me what you think and any ideas/theories! So long Lovies!