"Proctors, begin your testing!"

Vanessa looked over as the purple/blue blazered proctor drew his cards, then waited for her to do the same. She glanced around to see the other 4 duelists already summoning their first monsters, the audience cheering or snickering each choice. She looked at her hand, and took a calming breath.

"For m first more, I will summon Zolga in attack mode." The purple robed angel appeared, it's red eye glowing and locking on the proctor. "I will also set this card. That will finish my turn."

Dr. Crowler sighed, using his hand to hold his head up. "Now this is rather boring." He looked at his clipboard, the names and stats of each duelist on it. "None of these 4 scored high on their entrance exam…pity. They show such promise at home, but it all crumbles against the real world." He looked over at one of his assistants. "Take that Syrus Trusdale…you would think someone related to the great Zane would show more skill…it seems talent doesn't run in the family."

"Maybe it does." A voice said behind them. "Maybe Syrus' dear old mother slept with the milk man." Dr. Crowler turned to see Arliss flop down in his seat. "OF course, I'm just goin' from my family history."

"Well…I doubt that…but still, there isn't much promise here at all."

Arliss nodded, secretly watching Vanessa. 'That's what you think…findin' diamonds in the rough indeed.'

The proctor held up two cards. "Alright duelist, I will start out with one card in defense, along with two spell cards: The Vengeful Bog Spirit and The Dark Door." The two cards flashed as they activated.

"Interesting." Arliss said, still slouching in his chair, his body not betraying his true interest. "He's runnin' a lockdown deck…but it must be cut with somethin'…" He paused, thinking, stroking his chin and missing his van dyke beard. It made the action less…charming.

"Quite so young Arliss, quite so." Crowler praised. "It would appear that he is running a lockdown deck"

Arliss frowned. 'It doesn't appear, Princess…he is.'

Vanessa drew her next card and nodded. "Trying to keep me from attacking, are you?" Vanessa held up a card. "Well…you can do that next turn. I will activate Dark Hole, destroying both our monsters." The vortex opened up beneath both their creatures, sucking them up and away from the game. "And I will summon Mudora to the field in attack mode."

"That was rather foolish. She sacrificed a monster that could attack for one that can't? Not very smart."

Arliss was growing rather disgusted with Crowler. 'Maybe I should rethink going to this academy if THIS is the top teacher.' The rare hunter sighed softly. 'That girl has either really good intuitions or grand ol' luck.' He smirked on the inside. 'Maybe Crowler should look at the girl's graveyard. Considerin' that the proctor had Wall of Illusion, a 1850 def monster that can bounce monsters back to the hand, she just saved herself lp and strengthened her Mudora.' He steepled his fingers and watched on.

"I will now add another defense monster to my side of the field. Your move, duelist."

Vanessa nodded. "Then I will counter by activating Cestus of Dagla. This card not only boosts my Mudora's attack by 500, but will also increase my lp every time he does damage. Mudora, attack!" The Egyptian fairy leapt up and slashed his new equip at the defense monster, shattering The Gross Ghost of Fled Dreams.

The proctor nodded and set yet another defense monster, and once more ended his turn.

Arliss watched as Vanessa drew her next card, setting it on the field. Something was wrong…something was not right here. Why would a proctor, running a lock deck, keep playing crappy defense monsters…

'Fiends.' He realized suddenly. 'It's a trap.'

"Miss Fox is about to attack….Arliss?" Crowler looked over to see Arliss begin to gasp weakly, drawing in shaky shallow breaths. His eyes were wide, his upper body tense as his chest rose, the breathing becoming more rapid…

"He's having an asthma attack!" One of the assistants shouted. The gathered around him, but Arliss was now freaking out, and fell out of his chair.

"Huuuu…huuuu….vaaaa…..vaaaa…….vanessaaaaaaaaaaaaa….vanessaaaaaaaaa…." No one heard him gasp the name, they were too concerned.

No one in the stands.

But Vanessa…she heard…clear as a bell. She stopped, one second from declaring an attack, to stare at the man that had taken her to lunch. Arliss locked eyes with her and drew a finger along his throat, mouthing 'don't attack.'. She looked back at the proctor, then at Arliss, who gasped one more time before the assistants grabbed him and helped him 'breath better'.

Vanessa looked over at the proctor, then her monster. 'Why doesn't he want me to attack? What could come from putting another of those fiends in the…graveyard.' Her eyes lit up as she realized what he meant…what he had stopped her from doing. 'He…just stopped me from losing the game.'

"Alright duelist, that young man is fine…now make your attack."

That confirmed it. That slip of the tongue made Vanessa realize that the proctor was trapping her. Now she could lay her own trap.

"I will end my turn." She said simply.

The proctor raised an eyebrow, but drew anyway. "I will draw one card, set a card, and end my turn."

Vanessa drew another card. She didn't know why Arliss Lockehart had decided to help her…but she was grateful. She now understood exactly what kind of deck the proctor was using, and that changed her entire strategy.

This duel had just changed.

&&&&

I tell you, that girl is brilliant. A million duelists, they would have seen that little act I did and thought, "Wow, he is having an asthmatic attack while I am dueling, that, like, totally sucks!"

Thank you, I think my California accent is great too. One of my many talents, to mimic different voices. I do a mean British accent, though I end up soundin' like Spike from "Buffy the Vampire Slayer."

…ignore the part where I admit I watch Buffy.

But as I was asayin', that girl…Nessa…she was able to see that I was trying to get her attention. And she figured out exactly what I was tryin' to get across. She could read me perfectly, and didn't protest.

Yea, that is the most interestin' part for me too. Miss Little Timid…didn't mind cheatin'. Very interesting.

When I realized that our proctor was gonna summon Necrofear, I knew I had to let Nessa now. Now…she stands a fightin' chance.

But more then that…she has gotten a taste of what it's like to cheat…to have an inside man.

It only takes one taste to turn the purest heart into an evil-junkie.

&&&&&

"What's going on down there?" Alexis asked, leaning against the rail.

"Syrus is losing, badly." Zane muttered.

Alexis rolled her eyes. "Not your brother…if I wanted to hear commentary about how he isn't a great duelist, I would tune in during all your brooding."

"I don't brood Alexis."

"Sure you don't." She pointed down to the stands. "I mean over there, where Doctor Crowler is sitting. You know, with all the people crowding around and the medics running around that guy laying there?"

"Didn't notice."

Alexis sighed. "You really know how to grasp everything around you Zane." She squinted, looking closer. "I think that's Arliss Lockehart..he's the guy Dr. Crowler gave the white blazer too."

Zane didn't even react. "He's overrated. He beat an overrated proctor who used overrated combos. A five year old could have won in that duel. It's really disappointing."

Deciding that she wasn't in the mood to deal with Zane's usual moody rant about how everything was horrible, Alexis decided to focus on the duels happening below them…and worry about the nice man that was currently being checked over by the medics.

She noticed that the duel that had been going on where Dr. Crowler was sitting was still going on, and that the girl…she forgot her name, had set a third card on her side of the field, and activated an equip, form the looks, Fairy Meteor Crush, and was now attacking his downface card.

"a 200 lp hit…hardly worth bringing out Necrofear." Alexis said.

"Well, she did get 200 lp increase." Zane said. Alexis shot him a glare, annoyed that NOW he was being positive.

The proctor held up a card and with a laugh, summoning Necrofear, to the shock of no one, not even the girl he was dueling. "Maybe she knows what she is doing." Alexis said, watching as the girl activated Magic Cylinder, sending the attack back at the proctor, bringing his lp down to 1600. "she is keeping her monster, and did some good damage." The proctor activated Raigeki Break, discarding a monster to destroy his own Necrofear, and take control of the Mudora. "Or maybe I spoke to soon."

Zane didn't even glance at her. "This is depressing."

"Well, that must mean you are enjoying it." Zane looked at her. "Seriously Zane, you really do know how to ruin life."

"I only state what is true." He watched as Syrus attacked directly with patriod, winning his duel. "Syrus should have won 3 turns ago."

"Yea, real interesting, so what do you think about the girl?"

"What girl?"

Alexis groaned. "I give up."

&&&&

'I give up.' Vanessa thought, looked at her own fairy staring her down, it's eyes glowing red from beneath it's mask. 'My monster is possessed, I can't summon a monster that can defeat it, and I can't even lay a defense monster, because of that stupid Fairy Meteor Crush!' She sighed, drawing her next card. 'Then again, life can get better.' She couldn't help but grin, chastising herself for being so pessimistic. "Alright, for my next turn, I will set one monster on the field, and end my turn."

The proctor shook his head, eyes closed. "Did you forget about your own Fairy Meteor Crush, which is still equipped to your possessed Mudora? With it, you can not hide from my attacks."

'You would think that, wouldn't you?'

"Mudora, attack this girl's down face card: Sword of the Ancients!" The possessed fairy nodded and ran right at Vanessa's monster, slicing down…only to reveal the fairy known as Kelbek. "No!"

Vanessa smiled sweetly. "Oh, didn't your realize that Kelbek was my monster? Sure, I lose 400 lp from it's destruction, but Kelbek's bounce back effect will send Mudora back to my hand, meaning that it losses all of it's equips…including your queen of ghosts!" Mudora shuddered, before it transformed back into card, flashing. Vanessa took back her card and watched as Necrofear appeared where Mudora had once been, before letting out a wail, shattering herself.

"Do you think you will be able to beat me that easily?" The proctor asked, setting a card. "You think one little trick will get you into the academy? I do not think so, Miss Fox. You will have to try harder."

'I plan too.' She thought, growing frustrated by his accusations. She couldn't believe that this proctor thought she was really that stupid, to believe that all it took was one Kelbek to win a duel.

She would show him what she knew.

&&&&

Arliss took in a deep breath from the breathing mask that Dr. Crowler had demanded be brought. He really didn't need it, and he wondered if any person with asthma needed an oxygen tank after an attack, but he didn't argue. He had a perfect view of Vanessa as she took on the proctor.

She had already activated Heavy Storm, a very smart move that got rid of two of her useless traps and the proctor's very annoying spells. It was an impressive move, well executed.

What hadn't been a smart move, or properly executed, was her summoning and then attacking with Zolga, only to find a Night Assailant waiting under the down face monster card. With both their fields empty and the ability to attack the turn a card was summoned, things suddenly didn't look as good as before hand for the young testee. But Arliss knew she would pull it off.

"Ouch." He muttered, wincing as the La Jinn the proctor had summoned threw a magical blast at Vanessa, sending her skidding across the duel floor till she landed on her butt, sending her lp down to 2400. He was more concerned about the fall. That would leave a bruise, and the last thing he wanted was a bruise on that sexy a…

"Are you ok!" Dr. Crowler whined, hugging Arliss' head tightly, shaking his own back and forth, rivers of tears pouring from his eyes. "Someone get him some horse tranquilizers, this poor duelist is in agony!"

"I'm…fine…" Arliss hissed, his face shoved against Crowler's armpit. He tried to pry himself from the grip, to no avail. "Really Doctor Crowler….you can let go now…seriously…"

Crowler shook his head. "I am not leaving you for a second. I care about the welfare of all my students…"

"Ow, I cut my finger!" A Ra Yellow that had been sitting behind them exclaimed.

"REMOVE HIM!" Crowler screamed. "I CAN'T STAND THE SIGHT OF BLOOOOOOOOODDDD!"

'And I can't stand the site of yoooooooooooouuu!' Arliss mocked in his head.

"I will summon Mudora to the field!" Vanessa called out, summoning the now larger fairy. It had been thanks to her loss of Kelbek and the second Zolga that had allowed her to increase the earth fairy's attack even more, to a healthy 2100. Now, she was showing the proctor just how dangerous the monster could be, attacking La Jinn with ease and bringing his lp to 1300.

Arliss strained to hear the proctor over Dr. Crowler's sobs to have him receive…

"I AM NOT GETTIN' AN ENEMA!" Arliss roared, everyone turning to stare at him. "…Go back to your dueling." He sighed, lowering his head.

&&&&

IF you would be so kind as to forget that last comment too?

&&&&

"You certainly have a strange taste in friends Alexis." Zane muttered, watching as the teen in the white blazer tried to get away from Dr. Crowler. "OF course, if I had to be friends with Dr. Crowler…"

Alexis nodded, turning back to the last duel to be going on. Zane's brother had won, and the other two duelists had both lost their matches, taking them out of the running to enter the academy. The last left was Vanessa Fox, who was doing her best to duel with all the mayhem going on around her.

They both grew quiet, the sounds of the proctor's voice drifted to them. "You think this is going to help you, girl? You keep playing that card, and I keep knocking it down. You are rather unimpressive." He paused. "I suggest I am going to suggest something to you, and I say this without being mean: you should go give up now and use the rest of the day to observe the rest of the duels. Then, spend the next 12 months revamping your deck, and come back next year to try out."

"He's really laying into her."

Zane stared down at the girl. "He brings up a good point Alexis. Most of these duelists simply aren't ready for the trials they are going to face at the academy. Right now, they have a chance to enjoy the duel, play fun little decks and complicated combos involving a lot of cards. But at the academy, you can't duel like that. You have to be tough, and you have to be ready, and you have to be willing to change. And if you can't change, like this Vanessa, you simply don't belong."

&&&

"Maybe I don't belong here." Vanessa whispered, looked at her side of the field. "He's been able to counter everything…I've never been so thrown off…if it hadn't been…" She closed her eyes. 'If it hadn't been for Arliss, I wouldn't have even realized he was going to use Necrofear, and I would have lost. But even knowing…that hasn't helped…maybe I came too soon…'

"Don't listen to this idiot!"

Vanessa turned to see Arliss ripping the breathing mask off his face and storming up to the wall that divided the dueling arena and the stands. He frowned, and leapt over it, coat billowing around him like a cape as he landed on the ground and walking towards her.

"Hey, you can't be…" Arliss whipped around and belted the proctor in the jaw, sending him reeling.

He marched right up to Vanessa and grabbed her shoulders. "Don't you dare quit." She began to protest, but he silenced her with a glare. "Don't lie to me Nessa…I can tell from the look in your eye, this fool is gettin' to you. Don't let him."

The proctor stood up, rubbing his jaw. "You can't be here! This duel is over…"

"What, you scared?" Arliss challenged, standing in front of the girl. By now, everyone was staring at him, but he couldn't care less. Yes, he had planned on remaining hidden today, not showing off too much until they were at the academy, but after what he had seen, he was pissed. Say what you would about Arliss Lockehart, but he would never allow a woman to be attacked.

"Scared?" The proctor asked. "Of you, duelist?"

Arliss smirked. "Not of me…of her."

"Me?" Vanessa asked.

"Her?" The Proctor said.

"IS there an echo in here?" Arliss called out, spinning around, arms held out. He stopped, staring once again at the proctor. "Yes her. You seem to be forgetin' that this duel here ain't about how well she handles herself when being taunted. This duel is about her skills. And your opinion about her skills should be kept to yourself." The proctor opened his mouth to speak, but Arliss cut him off. "And don't think of tellin' me to leave boy. IF you are allowed to taunt, I am allowed to cheer her on."

The proctor looked up at Dr. Crowler, who, after receiving a look from Arliss, nodded. "Young Mr. Lockehart speaks the truth. If a proctor is going to insult a duelist, they have the right to have someone support them…if Miss Fox wishes for the help?"

Vanessa looked at Arliss, who smiled. "You can beat this idiot…don't you dare give up…and stop holding back."

"Holding back?" She whispered.

"That's right." Arliss whispered softly, moving to stand on the sidelines. "You could have beaten him by now…you are holding back…are afraid…don't be. Let go…attack him now."

The proctor stared at Arliss in anger. This…upstart, who had wormed his way into Crowler's heart and a white and blue blazer…was mocking him! Him, an Academy Proctor! It was by his word that duelists entered or failed, and now this boy was going to try and tell him differently? Well, there would be none of that. This girl was pathetic, and she was going to lose, with or without Arliss Lockehart's help. Already, the proctor had 3 fiends in the graveyard, it would be little trouble to draw one of his two remaining Necrofears and finish her off. But that was only have the story. In his hand, he had a Morphing Jar #2 card, which he was now playing on the field in downface defense. The instant this girl attacked with her Mudora, it would be sent back to her deck, and a new fairy brought. Judging from the girl's deck, she ran an Earth Fairy deck, which would mean most of her cards were not that great. Mudora was probably the best of her cards. On the other hand, he knew that this testing deck was designed to put duelists through the ringer, and still had several good monsters. Sure, a normal duel deck cold defeat it easily, but with a deck like Vanessa's…

Vanessa's eyes grew wide as she held the card she had just drawn, letting out a squeal of fright. Everyone watched her as she took the card, looking at it closely, then over at Arliss, who nodded.

'What is going on?'

&&&

Vanessa watched as the proctor set his card, and then drew her own, hoping it was something that could help her. But instead of being one of her strange, almost mechanical looking fairies, she laid eyes on a strange creature crawling along the a wall, dressed in a green and blue outfit. In its hands was a small blade, and on it's back was a broadsword. But worst of all was its face…because it didn't have a face. No, this monster had a horse's skull where its head should be.

The creautre's head moved suddenly, and from its picture, stared at her, head spinning back and forth in slight confusion.

She let out a scream and dropped the offending card, backpedaling. How had that…that…demon gotten into her sweet little fairy deck! And when she said demon, she didn't mean its type. This card was possessed! IT was a hideous, horrible creature, and it gave her goose bumps when it had looked upon her. She would have never added it to her…

She turned to look at Arliss, who nodded simply, a smirk on his face. It was his…the card he had given her, that she had been drawn to, to take as her own. The Shadowslayer…of all monsters, was the one he had felt she needed in her deck. Arliss locked eyes with her, and she understood from just that glance that Arliss had known that the card would react that way. Maybe it was just a hologram…but she doubted it had anything to do with ink. Vanessa had never felt magic before, but the way the card made her shiver…that was magic. The dark kind.

Arliss kept his eyes locked on hers for a moment more, before he glanced over at the card, nodding softly. Vanessa bit her lip, shaking her head, but he stubbornly kept his gaze on the card, then moved slowly back to her. He wanted her to use it…she had to use it…

Vanessa felt herself move towards it, felt her hand reach out and pick it up. She didn't know what sort of power Arliss and the Shadowslayer held over her, but she couldn't fight it. It wasn't like she was possessed. Nor was she being forced to do something. In the back of her mind, a part of her, a part she didn't even know she had, awoke with a smile and told her to use the card, now.

&&&

All of us have some connection to the world of magic. Even the most innocent can become the most wicked, and the most unlikely person can hold the darkest power. Scarier still, it doesn't take long for that magic to spring forth and take ahold of you. In 1 year after I found Marik's diary, I was able to fully summon Strike Ninja and make him corporal. In 2 years, I could see other spirits, and could find out what was a duelist's spirit partner, if they had one.

For that is the truth in the matter. Some people simply don't have a spirit partner. They can be great duelists still, that is for sure. Take Yugi Moto, Bakura, Seto Kaiba, Marik…none of them had spirit partners…atleast visible ones. They might have them, but one could not see them, they were so weak. And yet, they each are great duelists.

But a duelist with a spirit partner…now they are a different bred. Because, when they work with their partner…the world can't stop them.

Watchin' her now, holding the card that she will learn soon enough will change her whole life, it makes me feel all shivery and excited. I have waited years for my plan to begin, and now, this is the first step. Already…I can feel what I felt when I first laid eyes of Vanessa Fox months ago, spying on her, seeing if she was the one I needed. I can feel her true self growin'. The shell is going to break soon.

&&&

"Make your move duelist!" The proctor complained. "We have others to test."

Vanessa picked up the card, and looking at the monster's effect, felt her mouth twitch up into a small smile. "Don't worry, oh wise proctor…" Everyone, including Arliss looked slightly startled at her sudden change in voice. The voice was smoother, darker, and held a hidden knowledge and playfulness. "I will make my final move." She held up a card and placed it n her duel disk. "I summon Shadowslayer."

&&&

"Now that is different." Zane muttered, slightly surprised as the horse headed fiend appeared, standing next to Vanessa. "I would have thought her deck was all about Earth Angels…but she has a fiend in there too?"

"Maybe it's a hybrid deck and she's been getting bad draws?" Alexis offered.

"NO…something has changed in this duel. Just look at how she is holding herself, how she is talking…it's like she is a different person…or just altered in some way or another." He shook his head, the tiniest of smirks gracing his mouth. "Maybe I spoke to soon when I thought she was worthless."

"Zane, admitting he was wrong?" Alexis held a hand to her forehead and pretended to swoon. "The world is ending, I feel faint."

"Very funny."

&&&

The proctor choked, trying to get is breath back. How was it this girl had drawn the perfect card to finish this duel! It didn't make any sense…it didn't even fit her deck. He would have thought she cheated, if not for the fact that decks were constantly monitored in the command booth, to insure no cards appeared and that nothing sinister was going on.

"Very good Nessa, very good." Arliss cheered, his voice calm. "….kill him." She glanced at him and he looked at her sheepishly. "I mean beat him…sorry Nessa…stuck in duelist mode." Of course, he would never tell them that he actually meant use the Shadowslayer to kill the annoying man…but she would learn in time how to use her Spirit Partner correctly. For now, let her just enjoy the win. He couldn't push, as much as he wanted to. She had to come willingly into this new world he was creating for her, and to push, like Marik had, would force him to loss everything. So, he would wait. Arliss was a gentlemen…he could wait with ease.

Vanessa nodded, though she was still annoyed that he refused to call her by her real name. "Well…since you asked so nicely…Shadowslayer, it's time to use your special effect!" The fiend nodded and leapt into the air. "You see, Shadowslayer can attack you directly if all your monsters are in defense…"

"And since you're such a coward…" Arliss muttered as the fiend slashed the proctor, sending him flying and dropping his lp to 0. The crowd around them remained quiet, and then burst into applause. Arliss gave her a nod, and she smiled at him, all the previous darkness melting away as she waved to the crowd, grew nervous and embarrassed, and then made her way out of the main dueling area, knowing that a win insured a spot in the academy, and her test grades would determine her rank.

Arliss walked over to Crowler, who was beaming. "Now that was a fine duel…a little shaky at first, but she will make a fine Ra Yellow…"

"She goes to Silfer Red." Arliss said coldly.

Dr. Crowler frowned. "But…I thought you were cheering her on…why would you want to…"

"She won with a card I gave her…that's the only reason she'll be in the academy. Put her in slifer, and see if she sinks or swims."

Crowler nodded, accepting Arliss' idea. He was, after all, the top of his class…it was a smart move and a crafty play. As much as he hated the Slifers, if one could prove themselves a great duelist and not like the rest of the slackers, they would have the experience and skill to move on to Ra. It would be a good challenge for her,

Little did Crowler realize that Arliss had a different reason…a much more sinister reason, for wanting his next rare hunter in Slifer.

Author's Note: Hey guys and girls. Sorry about the delay, but with the holidays, starting college, and working on my novel, I took a break from the fics so the work wouldn't suffer. All I ask is that you have patience while I work on turning out somewhat quality work.

Of course, I did give you all a super sized chapter, so this should hold you off for a bit.