The factory was off the beaten path, away from the sprawling skyscrapers that dominated the core of Fuyuki's commercial district of Shinto. To the local government, the skyscrapers were a symbol of modernity and the city's newfound economic might, attracting investment and transforming the once rural town into a regional powerhouse. Given the zeal with which Fuyuki's leaders had redeveloped the city center after the tragedy of the Fourth Holy Grail War, it was curious that they would simply leave a decrepit old factory standing. Maybe it was simply because visitors didn't usually see that part of the city, and they didn't feel like spending the money that would be required for its demolition.

Ayaka could faintly sense mana, emanating from the factory as she approached it with Shirou, Saber, and Shielder at her side. Her heart pounded. There was little doubt that the murderous Servant Sancraid had told them about was lurking within, but it did not emerge. Perhaps it had already sensed their approach and was waiting for them to approach. Cavernous as the factory was, it could be difficult for Shirou and herself to escape once the battle began, and their enemy would hold the advantage of knowing the battlefield.

There was a very good chance that this was a trap.

So why did she continue to approach the factory?

She had told herself that she couldn't in good conscience let Shirou walk into a trap on his own.

He was annoyingly stubborn when he set his mind to something, so she knew that she wouldn't be able to dissuade him from this fool's errand. But was that really worth risking her own life? If he was going to be an idiot, that shouldn't be her concern.

Except it was her concern. He might no longer be the same person who had briefly been her childhood friend, but he had saved her from Berserker, and then given her a place where she could feel…

She shook her head. Why did this have to be so complicated?

"Please don't be afraid, Master," Shielder said telepathically, following closely behind her in spirit form. "I will protect both of you with my shield, on my honor as a knight."

Saber seemed to sense her anxiety as well. "You are in good hands with noble Galahad, Ayaka, and you have my sword as well. I will not fail you this time," he said with a smile.

Ayaka fidgeted with her glasses and scowled. How could he be smiling so easily at a time like this, as if he was some prince from a fairy tale? Well, that's exactly what he was… the fearless King Arthur.

Unbidden, Ayaka found herself wishing for a moment that Saber had been her Servant instead of Shielder. It wasn't fair to her Servant, who had been nothing but loyal to her, and she hoped that Shielder couldn't hear such thoughts, but Saber was just the sort of hero she had once believed in as a child. That Saber was Shirou's Servant instead faintly stirred jealously in her heart.

But it wasn't time to think of such things. They were about to enter battle, and a moment's distraction could cost them their lives.

With trepidation, Ayaka warily took a step into the abandoned factory.

She didn't need to go far into the factory before she encountered a sight that made her retch.

There were bodies… so many bodies… what were they doing here… and blood… was this… the … work of … a Servant?

She was shaking uncontrollably even after her stomach finished emptying itself of the meal she had enjoyed earlier that day, her mind flashing back to that night ten years ago, when her father died, with so many others…

"Ayaka!"

Shirou was there in a moment. Glancing upward, she saw that there was anger at whoever had done this mixed with concern for her in his eyes… but as for the bodies themselves… he barely seemed fazed at all. That in itself was unnerving to Ayaka. Did Shirou have a mind of steel?

"Well, well, it seems that Emiya and his girlfriend have finally made an appearance," an insufferably smug male voice that they would recognize anywhere echoes around them.

"Shinji? Did you do this?" Shirou shouted.

"I didn't lay a finger on any of them," Shinji replied. If they could see him, Ayaka was sure that Shinji would be smirking.

Ayaka slowly rose to her feet, hands trembling as she clutched her glasses.

"If you didn't kill them, Shinji, then who did?" Shirou demanded.

"His Servant did!" Ayaka answered.

"Why Sajyou, that's quite the accusation," Shinji said, his voice filled with mock hurt. "But you know, I am willing to give you one last chance to join me and Reiroukan-san. I mean, you're an actual Magus, unlike that self-righteous loser…"

"Why do you bother with the charade?" Misaya Reiroukan's voice echoed from above, followed by an airy laugh. "I thought we went through this already at the school. And are you so insecure that you can only sulk in the shadows?"

"You'll take that back!"

"Still, you have your uses, Matou-kun. You have a certain ruthlessness that Emiya-kun sadly lacks. In that sense, you're far more suited to be a Magus than he is."

"Really, Master, do we have to work with him?" Another voice spoke up, male this time. "This whole business rubs me the wrong way."

"You will not speak until I give you permission to, Lancer," Misaya said icily. "You of all people should know how scary a woman is when she's angry."

Misaya leapt down from her hiding place, landing on a perch above Ayaka and Shirou. She had changed into her casual attire, a black jacket trimmed with fur over a white blouse, paired with black stockings and shorts.

"If I was feeling merciful, this would be when I would ask you to surrender your Command Spells to me." There was a predatory look in her eyes. "But I'm not feeling merciful. Don't think I've forgotten how you cheated death once before. I told Lancer to bring me your head, Sajyou, and I'm still waiting for it."

Misaya's familiars, the dogs that had accompanied Lancer in the attack on the Sajyou manor, appeared, snarling and with drool falling from their mouths.

"Patience, my pets. I know you must be quite hungry," she said, bending to stroke the head of the nearest dog. "But you'll have some fresh meat soon enough."

"You're not going to hurt her." Shirou said, placing himself between Ayaka and Misaya.

Misaya smirked. "Really? And what exactly can you hope to do, Emiya-kun? You may have summoned one of the strongest Servants, and I admit, you did pique my curiosity. But you squandered the chance I gave you for mercy. And now I see it was foolish of me to even extend the offer to you in the first place. It was merely a fluke on your part. You're not even a real Magus - a mere magic user, and a third-rate one at that!" She laughed, no longer airy as she had affected at school, but high and cruel. "And the name Emiya? Once that meant something, but your father threw that all away when he became the Magus Killer and abandoned his family's research. You lack the bloodline and the Magic Crest. But worst of all, from how willing you are to protect Sajyou-san, even after she hated you for years, you come off as the would-be white knight, the hero who always has to save the girl the moment he hears her sob story. It's sickening."

She paused, a devilish look spreading on her face. "For instance, Emiya-kun, what if I told you that I was dying, and the Grail was the only way for me to save myself?"

"What?"

"My father cursed me when I was a little girl. He told me I had to win the Grail at any cost. If I did not, his curse would claim my life."

"She's lying! Don't listen to her, Shirou!" Ayaka interrupted.

"You'd like to think so," Misaya said. She pulled up her blouse, revealing her lower abdomen. Amid Misaya's fair skin, wide splotches of tissue were blackened and necrotic, faintly gleaming with a malignant aura.

"It started spreading a few days ago, when the Holy Grail War started," Misaya explained. "At the current rate, I only have another week or two at most… perhaps even just days. So if I am to live… Sajyou-san must die. And if you wish to protect her, you'll have to kill me."

"We don't have to kill each other! There has to be another way!"

"Are you even listening to yourself, idiot? I lured these men here, and then helped Shinj's Servant kill them all. " she said, gesturing at the mangled bodies that surrounded them. "And I'll kill again without hesitation if that's what it takes…starting with you and Sajyou. Normally, nothing would give me greater pleasure than killing a handsome young man who styles himself a hero… but I think I'll have Lancer stab you through your arms and legs first, so you can't run. Then I'll kill Sajyou-san first, in front of you, and slowly. Only after I'm done with her will I crush your skull in my own hands," she said, Reinforcement Magecraft glowing along her fingers to show that it was no empty threat. "The time for talk is over." Lancer materialized at her side. "Shinji! Call your Servant already!"

"Wandering off on his own like that…" Shinji snarled, still unseen. "Rider!"

"I am here, Master," the Servant said as it materialized.

"No…" Ayaka gasped in dismay.

It was the Masked Servant.

"Don't be so surprised," the Masked Servant, or as they now knew him, Rider, said. "That whole incident at the school with Caster was out of self-interest, nothing more."

"What are you-" Shinji started, but a sudden aura of killing intent from Rider quickly shut him up.

"You must forgive me for having such an embarrassing Master," Rider continued, disdain clear in his voice. "He has virtually no ability to provide me with mana, so I must prey upon others to survive. There was, of course a time when I thought such would be beneath me as a hero. But times change."

"You two are cut from the same cloth," Lancer scowled, even as he readied his spear against Ayaka, Shirou, and their Servants. "Honestly, you and Shinji are perfect for each other."

"Stay back, Master," Shielder said, taking her spot in front of both Ayaka and Shirou, Saber at her side.

Lancer and Rider lunged forward, while Saber and Shielder moved to meet them, and the clash of between the Heroic Spirits began. Knowing that it would be nearly instant death to be caught between them, Ayaka darted to the side, seeing a set of crates that would give them some cover, and pulled Shirou with her.

"Ayaka-!"

"Don't try it! Remember what happened with Berserker? You might not get so lucky the next time."

Peering from behind the crates, Ayaka could see Shielder and Saber worked brilliantly as a team. Long experience fighting together as King and Knight meant that they knew each other's styles well, and as such they could anticipate each other's moves, moving together with such coordination that one could be forgiven for thinking that they had clairvoyance. Together, they were a perfect balance of defense and offense

But somehow, they seemed to be losing.

Lancer's strikes seemed blindingly fast, and while Shielder and Saber were able to block or parry each blow, it was clear that doing so was taking more out of them than it was out of him. Meanwhile, Rider attacked independently from his ally of convenience, seeming to fade in and out of sight, cloaked amid the darkness, striking from unpredictable angles.

Ayaka knew why their Servants were being pushed back. Misaya was on a completely different level than herself as a Master, easily with at least twice her potential, and the gulf between the amount of mana Misaya could supply to Lancer versus that which Shirou could give to Saber was far greater still. In short, Saber was starved for mana and was suffering from reduced parameters as a result. Rider would have been similarly crippled if he was dependent on Shinji for mana, as there was no indication that he was any more skilled than Shirou, but freed from moral constraints, Rider was sustained by the devoured souls of the dead workers.

But what could she do?

"I did not expect that you would be one to hold back," Saber said as he deflected Lancer's spear again.

"Don't think it's because of chivalry or some other high-minded ideal," Lancer replied, gritting his teeth. "If my Master would actually permit me to go all out, this fight would already be over."

Lancer was holding back?

Even as she was dying, Misaya barely thought them worth the effort, believing she could slaughter them just as easily she and Shinji had massacred the workers?

Misaya and Shinji had recreated the carnage of the last Holy Grail War in miniature here. Who knew what greater horrors she would unleash if she was permitted to claim the Grail?

She would not allow that tragedy to be repeated. Nor would she cower any longer. She might be weak, but she could still fight that fate with everything she had.

"You find Shinji, I'll take Misaya," she said to Shirou as she rose.

"Ayaka-?"

A plume of black feathers burst from her ring and shot toward Misaya. Swiftly reacting, Misaya conjured a gust of wind that blew the cursed feathers off course.

"Ara… ara…. Perhaps I underestimated you again, Sajyou. Then again, they say a cornered dog is the most dangerous…. But that's just a parlor trick compared to the power a noble magus can wield."

Misaya gave a curt command, and the dogs went bounding toward Ayaka. Standing firm, she fired more plumes from her ring, to deadly effect. The other dogs were still driven by Misaya's will, but seemed to hesitate slightly at the deaths of their fellow hunters, and began to circle around Ayaka at a distance instead, waiting for her to drop her guard for an instant.

"Your familiars didn't work then, and they won't work now!" Ayaka shouted back.

"My, I thought that last time they gave you a nice scar on your leg and nearly ripped out your throat," Misaya laughed. "You must know that I can see through the eyes of my familiars, should I choose to. I have very good compatibility with them. So that night, it was almost as if I was there to do the deed myself," she said, smiling viciously. "Remind me, Sajyou, what are your familiars, pigeons?"

As Misaya asked the question, two dogs lunged without warning at Ayaka from opposite directions. She killed one, which charged headlong into her curse, but its partner was moving too quickly for her. She turned around and -"

Shirou was there, braining the beast with a heavy section of pipe that he had found lying on the ground, glowing green with lines of Reinforcement across its length. The dog whimpered and then collapsed. It did not get back up.

"I see you're not completely useless at fighting, Emiya-kun. But this is a duel of magi, and those who lack the skill of a magus will be reduced to ash."

Misaya raised a hand and quickly dropped it straight down, a line of glowing orange magical energy following her movement. Raising her hand again, she made two smaller parallel strokes connecting to the top of the first line and diagonal to it.

"Ansuz!"

Flames burst from the shimmering runic character, directed toward Shirou. He swung the pipe wildly, more out of a reflex than anything, and it was struck by the fireball. At once, the Reinforcement was broken, the pipe shattering into pieces, and the parts of it closest to the fire melting into slag. Shirou only avoided death because he then lost his balance and fell to the ground, allowing the fireball to pass overhead in the next instant and strike the crate they had been hiding behind just minutes before, causing it to explode into blazing flames.

"Move!"

Misaya was generating more flames, and Shirou was grazed in the side by another fireball as he scrambled to his feet, giving him a serious burn. The skin was charred and he bent in pain, but incredibly, he was able to finish rising as Misaya looked on in surprise.

"Shirou!" Ayaka cried.

"Don't worry about me. I'm fine!"

"No, you're not!"

"Do you want to waste time arguing while Misaya burns this whole place down?" Already, the floor around them was turning into a conflagration.

Conceding the point, Ayaka haphazardly shot another plume at Misaya as she and Shirou retreated. It wasn't as if she could spare the time to heal his injury while they were still under fire from Misaya. "There's no way out on the ground," she said, looking around. "We'll have to climb."

Under normal circumstances, this would be precisely the worst thing to do during a fire, as it would expose one to inhaling noxious fumes from the smoke, potentially leading to asphyxiation and death. The risks were even greater in an abandoned factory, with who knew what industrial chemicals lying around. But she knew they would not survive the raging flames of Ansuz if trapped in them. Already, she was sweltering in their heat.

But turning back, she saw that Shirou had a slightly dazed look, undoubtedly having another flashback to the Great Fuyuki Fire.

"Shirou! Listen to me!" she said, her hand anxiously going to her glasses. "Snap out of it! We need to climb now!"

Blinking, he returned to reality. "Right!"

While Ayaka and Shirou clambered up by whatever means available to them, the battle between the Servants continued unabated. Misaya of course had to climb to escape the flames she had unleashed as well, but she had started on higher ground than them, and thus had the advantage. Shielder and Saber tried to move between them and Misaya to deny their foe a clean line of fire, trusting that their formidable magic resistance would protect them, but stable ground was few and far between, and they were constantly harried by the enemy Servants. Meanwhile, if his cries were any indication, Shinji was getting increasingly panicked. "What are you doing, Reiroukan-san? This was never part of the plan!"

"There's a window up there!" Shirou shouted out as he climbed a chain, following Ayaka. "If we can get to it, Saber can take care of our landing!"

She hoped so. The factory's structural integrity was already starting to fail, with debris falling before the inevitable collapse. She knew she couldn't take too much more of this either. She was getting tired and the air was filled with smoke, with little of the air she needed. If she lost consciousness now, it would all be over for her.

"Master, look out!" she suddenly heard Shielder cry out.

Hurtling toward them through the air was Rider. She barely managed to pull herself out of the way and onto a landing before his sword intersected the chain she had been holding onto moments before.

Shirou! In another split second reaction, she reached out, grabbing his hand before he fell out of reach, but in the process her glasses tumbled off the bridge of her nose and were lost to the inferno.

Her heart throbbed, her system flooded with adrenalin as she struggled to hold onto Shirou. He was heavier than her, and her sweaty hands threatened to betray her.

There was a dark blur the sound of something landing on the floor nearby. Ayaka's heart froze as she realized that Rider was right behind her.

There was nothing she could do. Perhaps if she were to let go of Shirou, she would have a moment in which to avoid Rider's killing strike, but then Shirou would fall to a fiery death, and that was unacceptable to Ayaka.

"Ayaka-"

She knew what he wanted to do — to sacrifice himself to give her that chance at escape, infinitesimally small as it was.

"Just hold on, you idiot!" She braced herself, praying for a miracle.

Yet Rider's killing blow did not come. Instead, the masked enemy Servant hesitated. That was all the time Saber needed to leap up to the platform, his invisible blade swinging in midair toward Rider. Deftly leaping backward, Rider avoided Saber's attack, and then vanished once more into the darkness with a swirl of his cloak.

"Are you alright, Ayaka?" Saber asked with concern, as he bent down and helped her lift Shirou to safety.

"For now…" she said, her breath ragged. "But we need to get out of here!"

"I agree," Shielder said, joining them and taking hold of Ayaka.

"On the count of three…" Saber said, nodding.

"Cover your eyes," Shielder warned.

Holding their masters tight, the two Servants leapt up through the nearby window and out into the cold night air. Shards of glass flew by, giving Shirou and Ayaka several small cuts, but such injuries were far preferable to death by asphyxiation in the abandoned factory.

As they landed, the structure gave a loud heave, before a large portion of it caved in on itself.

Ayaka greedily inhaled the fresh air outside with deep breaths. It was a minute before she remembered she needed to check on Shirou's injury. But to her surprise, there was no wound there at all, just a singed hole in the side of his shirt.

"That's twice now!" she said half in relief, half in annoyance. "Being able to heal yourself like that isn't normal! And now that it's happened again, you'll take more unnecessary risks! You're sure you don't know anything about this?"

"I swear, it's just as much a mystery to me as it is to you!"

"You scared me back there."

"I'm sorry. But Shinji and Misaya… Do you think… they made it out safely?" Shirou asked.

"You're worried about them right now?" Ayaka snapped incredulously. "They tried to kill both of us!"

"I saw Lancer make his exit, so Misaya is almost certainly alive," Saber said. "I cannot say for Rider's Master, but I'm sure his Servant is still out there as well."

Shirou was crestfallen. "None of it made any difference. We weren't able to save anyone, and Rider will keep killing people."

"We're alive… be grateful for that," Ayaka said with a sigh. "And next time think before you lead us into an obvious trap!"

"You know, you're sounding an awful lot like Tohsaka-san right now, Sajyou-san."

"Is that a problem?" she demanded. But as much as she would hate to admit it out loud, he was right. Without her glasses, her facade as the meek Ayaka crumbled, and the jaded, temperamental part of her was bared. Yet as much as she had hated this part of herself, it was cathartic to vent like this, especially when Shirou was just so stupid sometimes!

"It's good to be able to release your emotions rather than keeping them pent up inside, but this is not the time to be fighting among ourselves," Saber said gently.

"I don't recall seeing you ever get angry," Ayaka said crossly. "Or Shielder for that matter. Did none of that back in the factory bother the two of you at all?"

"It was ghastly, yes," Saber replied. "But I'm sorry to say that I have seen far worse, and that losing my composure on the battlefield is not a luxury that I have."

"I agree with Saber," Shielder said. "And even when I wasn't on the battlefield…" Her voice trailed off. "Forget what I just said. What we need to do now is regroup and devise a new strategy, Master."

Ayaka was tempted to press the point, wondering what Shielder didn't want to say, but now that the adrenaline was wearing off, she found her strength and temper leaving her.

"Fine… let's do that… before we run into Misaya again."

And so they turned, leaving the burning factory behind them.

Little did they know they were being watched from afar.

"Hmmm… An unassuming beauty, yet never in Uruk did I see a woman who would compare to her. Tempered in the flames, she finds a new resolve, and shines ever brighter than before. This may be a decadent age, but it is good to know that even it has its treasures." The golden king smiled. "Who better to be my queen?"

"Of course, she appears to be enamored with that boy, like a pair of quarreling lovers. It is no matter. There is nothing he can offer her that I cannot. Given time, I am sure she will make the right choice."

"The boy's Servant also intrigues me. The priest tells me it the same Saber from the last war, the King of Knights himself. Yet some have the temerity to hail him as the greatest of heroes? I look forward to the challenge and correcting such delusions."

xXx

"I told you we should have never trusted her, Rider! And why weren't you there sooner? Instead of fighting Emiya and Sajyou-san's Servants, your first thought after Reiroukan-san betrayed us should have been for my safety!" Shinji berated his Servant after being set down some distance away from the factory. "And then, when you finally have the chance to kill them, you hesitate. What were you thinking?"

The masked Servant remained silent.

"Don't think I haven't noticed! You're always too friendly to her and getting in my way! Need I remind you that she is the enemy? Or are you in love with Sajyou-san? That's it, isn't it?"

"I saved your miserable life out of respect for the wishes of my true Master. You may have that Book of False Attendant, but make no mistake, I have no need for a Master. My mask is very efficient at storing mana, and after what we've harvested over the last few days, you could die right now, and I would scarcely be affected."

Shinji clutched the tome tightly to his side. "Get out of my sight, Rider, and return to the manor at once."

"As you wish," the Servant replied as he dematerialized, his contempt clear.

"Why do I get stuck with the worst Servant!" Shinji raged as he walked home. "Everything was going well until-"

He paused. There was a young woman, dressed in white and barefoot along the path before him. Finding himself drawn towards her, Shinji saw that the she had fair skin and dark, shimmering hair, of a similar shade to Sakura's, but to him she was far more beautiful, with a purity to her that his adoptive sister had long lacked.

Maybe his luck was turning around.

Putting on his best gentlemanly act, he approached her, and asked, "Good evening, miss. Are you by yourself? You should know it's not safe to be out alone at this time with all that's been going on. Would you like me to accompany you?"

"That's very kind of you," she said, offering him a bright smile. "What is your name, sir?"

"Matou Shinji. And what might yours be?"

"Mary," she replied.

A foreigner then, but that made her no less beautiful. The very air around her felt intoxicating.

"A lovely name. Then I, Matou, Shinji, will escort you." He held out his hand to her. This was too easy.

"Thank you," she said, taking it, and before Shinji could realize what was going on, Mary had wrapped herself around him and pulled him into a kiss.

"Ughn!" Shinji found himself filled with an indescribable bliss… so much so that he did not feel any pain from the deadly poisons that had begun to flow into his body from her first touch. In just a few seconds, they had turned his brain to mush. Shinji's eyes rolled into the back of his head, his body twitching spasmodically, and then he fell over, dead. Such was the power of her Noble Phantasm, Zabaniya: Delusional Poison Body.

Mary's form shimmered, her skin darkening and the skull mask of Assassin appearing over her face. Such a brief encounter wasn't really her style, and nor had the boy been her type, but the opportunity of a Master without his Servant had been too good to pass up.

Concealing her presence once more, Assassin faded into the night, leaving the corpse of Matou Shinji to slowly cool and stiffen.

A/N: It's been over six months since the last update, even when I had said I had hoped to get the next update out sooner than the previous hiatus (which had been a four month wait. I am very sorry for the wait, and I express thanks to everyone who kept reading and following the story throughout that time. I was very busy with my job, and I didn't have much energy to write in the evenings, and then caught myself up in several rewrites.

I'm not sure that Misaya would actually be able to cast a wind spell, as she does in this chapter. Thus far, I have not found any specific mention of her elemental attributes. Given that Misaya was the prototype of Rin, I have assumed here that she has a similarly flexible repertoire at her command. My apologies if there is any material out there that I am not aware of that contradicts this. However, Misaya is specifically stated to have excellent compatibility with her familiars, and to be able to use Rune Magecraft, so I incorporated those details into her duel against Shirou and Ayaka.

Shinji's death at the hands of Assassin has been planned for quite some time. In contrast, earlier versions of the story had the golden king being killed off before the fifth war, due to certain complications that he would otherwise present to the backstory, in light other changes from Fate/Prototype. However, I have since resolved those points, and he is now able to take part in the fifth war as he was fated to do so. Due to the relative lack of available dialogue from his Prototype version, I have based his manner of speaking more on his Stay Night counterpart, as that is how I know how to write the golden king, but moderating his worst tendencies and keeping in mind other character differences presented in Fate/Prototype.

Hopefully those who have been reading all along enjoy the new chapter. I'm not going to promise a particular timeframe for the next chapter this time, lest I set an expectation that I fail to meet, but I hope to continue writing Ayaka and Shirou's story.