AN: I'm back with another update. Hope you enjoy.


One would not expect the Vilgax and his associates to play a large role in a conspiracy concerning Devil Beasts and humans…and they'd be wrong. The villains had their own agenda for this so called evolution of humans that was occurring in this world and what better than to recruit the one person who had been gathering them all into one army.

Looking down from the rooftop of a building was Satoru, better known as the young leader of the growing army of Devil Beasts. At first glance, Satoru didn't look all that imposing, at least height or build wise. In fact he looked like he was in his late years of elementary or early years of middle school. His slanted eyes, hungry smile, and coldly taunting voice were the only hints at the psychosis inside the boy.

"Master Satoru, another Devil Beast has been killed." A humanoid crow with bulbous yellow eyes informed the boy.

"So that foolish woman still insists on fighting for those who have not yet awakened and evolved. Very well, if that is her choice then we will make her pay." Satoru smiled. "Look at them all. Like sheep. Ignorant about their true selves. Ignorant about the strength lying within them. But I do not blame them, in fact I pity them being ignorant about humankind's true power and status within nature. The gifts given to us by evolution and still being given even now." Satoru gazed at the populace further with a look bordering on pity. "So foolish, yet being kept ignorant by other forces like the so called "Human" Alliance. It's inevitable, they will all learn there is only room in this world for one evolutionary path of humanity. One road for mankind to take and that is us."

"And that is something we have in common my boy," A voice spoke up which was revealed to be Van Kleiss himself along with the Pack, Biowulf, Skalamander, and Breach, "And I'm just the person to put you back on track."

"Put me back on track? Who are you and what sort of business do you have with me?" Satoru asked the human EVO.

"I suppose introductions are in order. My name is Van Kleiss, leader of the Pack and ruler of Abysus. What I mean by that is I as well as my colleagues can help you achieve your goal in helping every human on the planet attain their intended evolution," Van Kleiss smirked as he held up his gauntlet,"In fact, I can accelerate the process."

"I'm listening," Satoru replied, now intrigued.


Jun groaned as she saw the flying figure speeding her way. Her focused vision made out what it was that had been attacking her and her newfound allies: an insect Beast. It pretty much resembled a mutated, overgrown cross between a dragonfly and a hornet. Large red eyes on each side of its oval-shaped head, a large pincer at the end of its mouth, two pairs of droning wings, two pairs of clawed arms and two pairs of clawed legs, a thorax shaped like a man's body, and a long abdomen tipped with a deadly stinger. Jun braced herself for the incoming attack, waiting for the hard impact to knock into her.

The insect was already within a couple meters till collision. Suddenly, it heard a voice call out.

"Hey Feo!" the creature turned to this.

Rex had withdrew his Boogie Pack and formed his signature Smack Hands. Rex went flying and tackled the beast and the two tumbled into the pavement below.

The two rolled down the strett, before coming to a stop. The insect jumped off of Rex and landed several feet from him, facing the human that knocked it out of flight.

Rex got up and had readied his still-drawn Smack Hands ready for a fight. The creature screeched at him.

"Nice to meet you too." Rex cracked. "Name's Rex, now thrill me!" He challenged with a smile. He had been waiting to hit something all evening.

'What? Machines?!' Jun was surprised to see this boy form giant metal hands.

Rex had been duking it out with the Devil Beast for about a minute or so. This thing was surprisingly fast for its massive size. It was quick to avoid Rex's punches. The creature was able to land a few punches and kicks in, knocking Rex back. Thanks to Rex's healing factor, courtesy of his nanites, he didn't feel much pain.

As the insect changed in, Rex was able to get a successful punch in. He had knocked it away a few feet back and it landed flat on its back.

Rex walked up to the still creature. "I wonder" he thought out loud. He withdrew his Smack Hands and placed on of his hands on its shoulder. He tried to feel for nanites, but couldn't. "Just as I thought" Rex said. "You're not an EVO."

Right as Rex said that the beast lunged at him and pinned him to the ground and roared in his face. "Playing possum. Smart." He mused.

Rex was about to build his Punk Busters to kick the beast off of him. But a snarl caught his attention.

Jun took no seconds to spare and charged the insect with incredible speed. It only seemed like Jun just grazed the insect, but after a moment, blood spewed forth from the insect's collar thanks to her Devil Cutter. The insect took off to retreat. Jun noticed this and leaped after the retreating Beast. Jun landed square on the Beast's back and latched her claws onto the base of one of the insects larger wings. The insect started to fly in different direction and swooped multiple times, trying to throw the Devil Lady ofd its back. Jun kept her claws painfully enclose and digging into the hard exoskeleton that shatter under the strength of her talons.

Finally, with a simple, quick jerk, Jun pulled out the wing right out of its socket. Blood poured from the torn wing and the hole where it used to be. The insect screeched in pain and lost control of its flight. The two were hurtling towards a building. Jun jumped off the insect and landed with ease on the ground like a cat. As for the insect... WHAM! Like an unfortunate bug on a windshield of a speeding car. The unconscious body of the insect peeled off the wall and fell to the ground with a thud.

Jetray got to Rex as he turned back to normal and helped him to his feet. "You alright?" Ben asked

"I'm fine." Rex answered still looking at the battle. "She a friend of yours?" Rex asked.

"I just met her actually." Ben answered.

"So you didn't notice that she looks like some kind of naked bat-lady, right?" Rex asked.

"Hey, I was too busy trying not to get mauled back there, thank you very much," Ben retorted.

Jun approached the insect's bleeding body to finish it off when she heard the green flash again, Once it was gone, she looked in shock of what she saw, not another strange creature, but a normal human. The neutral hold was broken when the centaur's tail sneak attacked Jun, slamming her against a wall. In the meanwhile, the insect took off when it saw the Devilman distracted. By the time Jun realized the bug's retreat, the insect was already too far away to even try to catch. Jun let the Beast go and turned her attention back to the two boys again.

'Who are they really?' Jun thought, having her doubts about the the duo's true identities. There's no way anyone, not even a Devil Beast would have abilities as incredible as that. Then again, almost anything is possible if you come across someone who can become different creatures in an instant and another one who can turn his own limbs into machines.

A pair of devil-like wings unfolded from Jun back, and she took off to the night sky, leaving the two heroes watching her fly away.

"Huh, guess she's not the sociable type." Rex said.


Moments Later...

"Not bad, Jun. Your work tonight was almost as good as it was on the last hunt." Lan Asuka said to the woman beside her, wrapped up in a long, brown trench coat. "Could it be you're actually beginning to enjoy this and not fight what you are?"

Jun snorted to show how foolish such a thought was, though in the back of her mind, she did know part of her had enjoyed the killing of the wolf-beast and the dismemberment of the insect-beast. Of course, like all the other feelings her beast side produced, she suppressed it with a passion; knowing full well what would happen if she ever allowed them to rule her. "I'll always hate these hunts, Asuka!"

"Yes, I'm sure." The blond replied; sounding none-too convinced. "You've repeated that every time you kill, yet you keep killing. Makes one wonder, does it not?"

Jun made another noise, though it wasn't a snort. This time it was more along the lines of a low growl. Needless to say it sounded quite a bit more menacing than the first. Lan Asuka wasn't fazed though. She was very confidant and besides, she knew Jun better than to believe she'd do anything rash.

"Still, there must be a reason as to why you've fought so ferociously these last two outings. There must be a reason for that." It wasn't a question, and Jun recognized it for what it was. Asuka had a very good guess as to why. She was simply prodding Jun, baiting her as she often did on missions.

"Stop it," Jun whispered, trying to keep the anger out of her voice. She hadn't forgotten just how close Asuka had come to spilling the beans to Kazumi, and she didn't appreciate it. Nor did she appreciate the current subject of this conversation.

"Looks almost like I touched a nerve." Lan Asuka continued, now smirking. "If all I had to do was bring your little pet into this to get you to start acting like a proper Devilman, then I should have done it sooner."

Jun felt something rise up inside of her and realized that the beast was again trying to come out…her rage was getting the better of her. She quickly forced it back down and turned to glare at Asuka. "Stay away from her."

"I beg your pardon?" Lan Asuka asked, not sounding at all surprised by the reaction she was getting. Instead she seemed oddly pleased by it.

"I don't want you ever coming near Kazumi again!" It was about a vehement as Jun had ever gotten with Lan Asuka, considering the woman was her superior, not to mention the fact she just seemed intimidating and untouchable. "She has nothing to do with this and I want it to stay that way. If she knew about the beasts…if she knew about me…"

"She'd hate you," Asuka finished her statement for her, allowing her smirk to lessen slightly. "So that's what you're afraid of, humph!" Lan Asuka let out a small snort. "Of all things for a devil beast to fear, the resentment of a human; a little girl in fact."

"Unlike you, I'm still human!" Jun all but shouted, knowing full well just how feeble the words really were.

"You're about as human as she is," Immediately Jun froze, and her back stiffened. "Whether or not you want her to find out, one day she will. I was going to break the news to her before hand and try and make her transition easier…after all I could use another hunter…or even another motivator for my current one. But have it your way."

"Kazumi's not a beast and she never will be. She's more human than you or anyone else here is!"

Again Lan Asuka only smiled in answer, leaving Jun to fume for a few seconds before speaking again. "Maeda will take you home, I need to stay here and finish things up." And with that Asuka turned and walked back towards where several other HA members stood grouped together, probably discussing the most recent hunt.


'Where is she?' Kazumi thought, shivering from the cold of the night air. Currently she was standing outside of Jun's apartment building; or rather sitting outside of it on the steps at the front.

After finishing with the pictures she'd sat down to watch TV and had spent the better part of the evening like that; waiting for Jun to come home from her 'other job'. Of course Jun hadn't come back and finally Kazumi had come out here to wait; wanting to speak to her the moment she got back.

Yet still, after what felt like hours of waiting and watching the moth's buzz around the street lights, she still wasn't back! If Kazumi had had her watch with her she would check the time, but she felt too tired to go back up and get it, then come back down. In fact, she had to keep shaking her head to stay awake.


"Are you alright, Ms. Fudo?" Maeda asked, looking at her through the rear view mirror.

At first Jun didn't speak, and for that time Maeda wondered just what was going through her head. Then finally, "Sometimes, I can't help but hate her."

"Hate who?" It was strange to Jun how Maeda could sound so concerned while also managing to sound so detached.

"Asuka," Jun mumbled, leaning her head back against the seat. "Sometimes she's so heartless, so cruel I hate her…and then there are other times when I…" The model trailed off, and by the spaced out look of her eyes Maeda could tell she was thinking about something.

And indeed she was. Though there were times Asuka was cruel to her, there were other's when she appeared almost friendly, and even sometimes motherly. The more time Jun spent around the blond, the more she was certain she'd never be able to understand her.

"I think I understand you to a degree." Maeda said, after allowing Jun a few seconds of silence. "Sometimes, you can't help but respect her, and other's… you wonder just how someone can be so cold."

Jun sighed. She wasn't sure if that was exactly how she felt, though it was something close to it. "Maybe,"

"Ms. Fudo, I think there's something you should know. Lan's been having me keep an eye on your friend lately; the girl who moved in you, Kazumi Takiura." Immediately Jun was all ears. "I wasn't told why, but I was asked to report on where the girl went and if she was talking to anyone remotely interesting. I just thought you should know."

A million questions and thoughts zoomed through Jun's head at those words, but all that came out of her mouth was. "Thank you for telling me Mr. Maeda."

"You welcome, even though Lan said it would be best if you didn't know, she didn't order me not to tell you and I thought you should know, since she is in your care." Again an uncomfortable silence and then, "and here we are."

The car pulled up to the front of Jun's apartment building and the model muttered another thank you before getting out of the car. The moment she did, she let out a gasp. "Kazumi!"

At the sound Maeda looked to see what had so alarmed his co-worker and in and instant was stepping out of the car. "Is she alright?" He called to Jun, who was already at the girl's side.

Kazumi was sitting on the steps of the apartment building's interest, her face in her arms, which were folding up in her lap. "Kazumi, are you okay?" Jun cried, shaking the girl, instantly waking her up from her slumber."

"Jun, is that you?" She asked, rubbing sleep from her eyes and blinking up at her guardian. "You're finally back. I was getting tired of waiting." Her tone of voice was both soft and tired, showing no real edge behind the words.

"What are you doing out here, what were you thinking?" Just asked, the worried expression still plastered on her face."

"Waiting for you of course; I just said that." As she spoke Maeda moved up and almost as soon as he did so Kazumi turned her eyes on him. "And who is this?"

Maeda opened his mouth to say something, but Jun was beat him to it. "He's a friend of mine. "Now come on Kazumi, let's go back up to the room. Do you have any idea what time it is, or just how cold it is outside at this time of night? You could get sick."

"I'm alright, Jun. Don't get mad." Kazumi mumbled as she got up. "You just hadn't come back yet and I came out here to wait for you."

"You could have waited for me inside!" Jun said, scolding her friend one last time before putting her arm around the girl and walking with her towards the apartment building. "I'll see you later Mr. Maeda and thank you for everything."

"My pleasure Ms. Fudo," He said with a bow then got into the car. But he didn't drive away immediately. Instead he waited a few seconds, staring at the building the pair of girl's had just disappeared into.

He hadn't told Jun the full truth. Lan Asuka had told him a few days ago just why he was supposed to be shadowing the girl and he had to admit he just couldn't see it. The young girl, Kazumi, couldn't be a beast….it just didn't seem right thinking of her in that light. But what if she really was, or what if she had the gene, but it was latent. That was indeed a disturbing thought and one Maeda didn't want to mull over any further. After taking one last look, he put the car in gear and drove away.


The Next Day...

"How are you feeling this morning?" Jun asked Kazumi the moment she came out of her room, dressed for school, to eat breakfast.

"A little tired, but I'll get over it." As if for emphasis Kazumi let out a small yawn, then sat down at the table. "Is breakfast ready yet?"

"Coming right up, Kazumi." Jun said as she scooped the food from the frying pan onto a plate. Then, after turning off the stove, putting the plate in the sink, and rinsing it off, Jun came over to the table and set the food down between them, "You know, you wouldn't be feeling this tired if you'd gone to bed at a decent hour." Jun paused when she heard a small cough and a sniffle from her younger companion. "Nor would you be sick if you'd stayed where it was warm."

"Hey, I already said I was waiting for you, didn't I?" Kazumi muttered, sounding slightly exasperated; all the while spooning some of the food onto her plate.

"Still, you could have waiting inside." Jun replied, sounding very firm, which was unlike her. It was clear she wasn't pleased with the lack of care Kazumi had shown for herself last night.

"I could have, but I didn't." That pretty much ended the conversation, leaving the air between them silent for several moments.

Then Jun spoke, "Kazumi, I'm going to be home late tomorrow. I've got a shoot early this afternoon and it's just outside of the city limits. So I could be gone for a long time…and I don't want to see you outside waiting for me, understand?"

"Yes, I understand." Kazumi said with a sigh, and then perked up instantly at another thought. "I could make dinner and have it ready for you when you get back.

"No, that's alright. Just make yourself something. They'll probably feed us at the shoot anyway."

"Wow, I wish I could be there at the shoot with you… but I guess its going to be a while before I can do that kind of modeling. Well, I'd best get going." Kazumi then set down her eating utensils, grabbed her bag and rushed for the door. "See you later then, Jun?"

"You too, Kazumi and have a nice day!" Jun called to the girl as she left; praying that they both would indeed have a nice day.


"Is this all you have so far?" Lan Asuka asked as she looked over the highly detailed portfolio in front of her. However, despite the depth of the report, it was almost useless to her.

"I'm afraid that's mostly it so far, Lan." Maeda answered, giving his superior a small bow.

"Very well, if this is the best you can do, I have no choice but to accept it. Considering there is no one else I can rely on in this matter, at least none that match your prowess."

"Thank you." Maeda said, not quite sure how to take a compliment from Asuka, considering how rarely she handed them out. Yet his voice wavered not, and it remained as calm and practical as usual.

"I want you to continue to keep an eye on that girl as well as those two boys that were with Jun last night, and constantly make sure the man watching their apartment constantly checks for signs of DBT. As for the other two, I may have just found two more hunters. With incredible abilities such as those, they could be the keys to our salvation or the greatest threat we've ever faced."

"I'll see to it right away, although I'm not quite sure I see a point in it. Is there not a chance you could be mistaken about the girl? I can't really see her as a beast."

"No, I am not mistaken." Lan Asuka said with absolute certainly. "You are dismissed."

Maeda gave another small bow, then turned on his heel and left the room. The moment he was gone, Asuka let out a small chuckle at the man's naiveté. Though he was a professional, Maeda really seemed to find it difficult to see the evil in most people. Especially when it came to Jun and people around her.

'Thankfully for everyone, I do not share that weakness.' Lan Asuka thought as she looked down at the photos on her desk, one of which showed all the transformations that Ben had turned into last night and Rex using his builds as well as a young girl with brown hair, a smile, and beautiful green eyes...eyes that held the unmistakable sign of a beast.


Kazumi sighed as she put the chop sticks back on the now empty plate. Jun still hadn't come back from the shoot yet, and now the dinner Kazumi had made, or rather the half of it she'd reserved for Jun since she'd already finished her own, was getting cold. Even though her guardian had asked her only to get food for herself, but Kazumi hadn't listened. She'd made dinner for two and had even set out Jun's share on the table, waiting for her…where it still sat untouched.

On her way home Kazumi had called Jun's agency to try and find out how long she would be working, and had only gotten a vague answer, saying it would be sometime in the evening. 'Well, at least there's some good news in that statement,' Kazumi had thought at the time. 'She's actually where she'd said she'd be, rather than at her other job.'

The memory of that thought triggered another one, one that reminded her there was still something in her bag that Sakazawa had given her that she hadn't looked at. Quickly Kazumi scrambled for her school bag and withdrew the second, thicker package from its depths.

It took only a short time for the girl to rip it open and withdraw the promised video tape, which had 'To Kazumi' scrawled on it, and just as short a time for her to pop it in the VCR and turn on the TV. Not quite sure what she was going to see, Kazumi turned the volume down low, not wanting to be blasted by any exceptionally loud noises.

What was on the tape was just as Sakazawa had said. It was another tape of the man who turned into the monster after giving a short speech about, evolution. Yet this time, Kazumi could actually get a very good look at what was happening. She could even see the man's veins popping out as he grew. She had even been able to actually hear what the man had said, instead of bits and pieces of it like before.

Her thoughts racing, Kazumi pressed rewind, to view it over again. Was this tape, like the pictures, involved with this monster business of Sakazawa's? It was more than likely considering just how much of a one-track mind the man seemed to have… but what kind of connection did the man think all of this had to Jun…and why had he felt the need to warn Kazumi to distance herself from her guardian?

The tape was quick to rewind and once again Kazumi clicked play, watching and listening intently to what was said and done in the video. She also turned up the volume to make sure she didn't miss anything. The man definitely sounded nuts, although she couldn't deny that his transformation gave at least some credence to his words…still….

A sound from the front door caused Kazumi's eyes to widen and made her jump in surprise. It was the sound of a key being turned in a lock and a door opening. Jun was home!

Quickly Kazumi fumbled with the VCR, though not before the transformation and odd sounds started. Praying that Jun hadn't heard anything, Kazumi ejected the tape, opened the video drawer just below the TV and flung the tape in just as Jun moved into the main room. "Kazumi I'm home, how was your…" Jun stopped speaking the moment she noticed the rapid movement her charge had made. "Are you okay?"

"Oh, um, yeah I'm doing just fine. Why would you think otherwise?" Kazumi replied with a none-too convincing laugh. She knew it was too much to hope for that Jun hadn't noticed her stash something away in the drawer and sure enough in a second Jun was standing beside her, her eyes glued on the drawer beneath the TV.

"Kazumi, is there something wrong?" Almost frantically the girl shook her head in answer.

For a few seconds neither of them spoke and it looked to the girl as if Jun was thinking about something. Then, before Kazumi could say anything, Jun reached out, opened the drawer and pulled out the tape…the one with the word's "to Kazumi' written on it. "What's this?"

"Just a video tape a friend gave to me." Kazumi said, hoping Jun would accept the answer at face value…

It was then Kazumi noticed Jun's expression. She was biting her lower lip nervously as she eyed the tape and the girl could easily tell her guardian was very worried about something...was it the tape?

In that instant, while Kazumi was still silent Jun swiftly pushed the video into the VCR and hit play.


AN: Looks like things are slowly starting to heat up. Lan Asuka knows about Ben and Rex and Kazumi now has some idea about Jun's other 'job.' Also it looks like the villains are speeding up their plans. Next chapter will go into the second half of the anime, so stay tuned for that.