Vanessa sighed as she walked to the main room of the Slifer Dorm. It was only 7:30 in the morning, and already this was shaping up to be a bad day.

After getting back to her room after visiting with Arliss the day before, she had discovered that the power to half of the dorms in Slifer had gone out and the school wouldn't be sending anyone out to fix it until today. That meant as soon as the sun set, the dorm had been plunged into darkness, forcing her to bed early.

But before that, she had gone to Jaden and Syrus' room for their preplanned study hour, and in hopes that she might bunk on the floor for the night. Only, when she arrived, she found that the two of them were gone, and their roommate, Chumley, had told her to get it…then grumbled something about grilled cheese.

So, she had been forced to sit by candlelight, all by herself, doing homework for Dr. Crowler's class till midnight. Of course, she had forgotten that with the power out, her alarm clock would not work, so she had slept late. This screwed up her whole morning routine; she didn't have time to run to the outdoor spring to wash up, she couldn't style her hair or even spend time doing her makeup.

But that was alright. Vanessa knew that if she simply ignored everything that had happened, put on a positive outlook- her day would improve instantly. She thought back to the conversation she had had with Arliss and could only shake her head, feeling bad for him. 'What must it be like going through life, always thinking someone was out to screw you over? I bet it's depressing' She thought. 'Of course the world is going to seem bad if you think it will be bad. That's the first rule of the mind: What you put out will come back to you.'

So, Vanessa put a smile on her face, ignored the fact her hair looked like it was filled with chewing gum, and marched up to Professor Banner, ready to begin the day with the most important meal of the day: Breakfast.

"What do you mean you are out of food?" She asked, looking up at Professor Banner. The head of the Slifer Dorm smiled at her weakly.

"I am sorry Vanessa, but Jaden happened to get in early…" Vanessa sighed and walked over to where Syrus, Chumley and Jaden were seated, plopping down in an available chair.

"Hey Vanessa…you ok?"

"Peachy." She said, trying not to stare at the mountain of food on Jaden's plate. "Where were you two last night, I thought we were going to have a group study."

Jaden and Syrus exchanged looks, then glanced back at her nervously. "Oh…you know…we were just out, exploring the island."

"Yea." Syrus chimed in. "We didn't get back until 10…and by then we saw the lights off in your room and assumed you were asleep."

Vanessa pushed her bangs back and forced a smile upon her face, hiding the hurt that they didn't include her in their adventure 'Of course I wouldn't have gone anyway…so I guess it's no big deal.' She flicked her hand at them, smiling softly. "That's ok…so, you get your homework done?"

"Yea, it was a breeze!" Jaden said with a grin. "Working together, we were able to finish it in no time. What about you?"

"The same." She replied happily, ignoring the fact that it had taken her 4 hours to work on the assignment by herself, and she still wasn't sure of all the answers. "Totally got it." She watched as Jaden shoved a muffin down his throat. "Do you mind?"

Jaden looked at the last muffin on his plate and shrugged. "Uh…ok Vanessa, you can have it." He laughed. "But you owe me tomorrow!"

"It's a deal." Vanessa said, snatching the muffin and scarfing it down.

Syrus looked at her, embarrassed. "Wow, and I thought Chumley at fast!" He gave a weak laugh when Vanessa glanced at him. "Uh, not that I am saying…"

"Syrus…it's ok. Really." Vanessa said.

"good!" Jaden said. "…oh, look at the time…I think we need to get to class!"

With that, all of them noticed they were by themselves, the rest of the duelists already hurrying to get to class. With a yelp, all four of them took off, desperate to get to class before they had to deal with Dr. Crowler.

&&&

"Well well, well, what do we have here?" Dr. Crowler asked, glancing up from his attendance sheet at the 4 duelists trying to sneak into their seats. He stood up, flashing a sinister little grin at them "Jaden, Chumley, Syrus and Vanessa…how nice of you Slifers to grace us with your presence."

"Uh, thanks Dr. Crowler, I didn't know you thought so well of us!" Jaden laughed, rubbing the back of his head.

Syrus elbowed his friend. "I think he was being sarcastic Jaden."

Dr. Crowler sighed. "Well then, if you are through with your interrupt, maybe you would do us a favor and sit down?" He shook his head. "With how well you 4 have done so far, you need every speck of knowledge I can give you." Dr. Crowler looked over at Vanessa. "And Miss Fox…I do realize that this is a classroom and all, and that we are here to learn; not to impress others. But I must ask that take a few more minutes…getting ready in the morning. After all, I have to look at you."

Vanessa blushed, running her fingers quickly through the rat's nest that was her hair at the moment, before slipping into her seat, trying to ignore the snickers coming from the other students.

"Well then, now that we are all here, let us begin today's lesson, which is on flip effects. A flip effect…." Crowler started, only to jump when the lecture hall door opened with a bang, Chazz and his cronies walking over to their seats. "And gentlemen, why are you late?"

"Sorry Dr. Crowler." Chazz said with a sneer. "We were delayed."

"Well…don't let that happen again." Crowler said with a wave. "Now then, a flip effect activates when a card…"

"Hey, why do they get to walk in late and not get scolded?" Syrus whispered.

"That's just the way it is, Sy." Chumley answered quietly. "The Obelisks get to do what they want because they are o top of the food chain. They are the sharks, we are the guppies. Ya just got to deal with it."

"It's no big deal guys." Jaden said not-so-quietly. "Besides, doesn't matter what happens in the classroom, it's what happens in the duel that matters."

"Shh." Vanessa hissed. "I'm trying to pay attention…"

"MISS FOX!" Dr. Crowler shouted, turning back once more and marching towards her. "I have had it to here with your interrupts. IF you feel the need to not pay attention…" he grabbed her arm roughly and pulled her to the door, throwing her from the classroom. "Then you can simply sit out here. Get the lesson from one of your slacker friends after class!"

"But…"

SLAM

Vanessa stared at the door, taking a deep breath. "It's ok…it's ok…you can get the notes from Syrus…just spend this time going over your…deck!" Her eyes went wide as she realized that her deck was not at her side. "No no no!" She shouted, rushing back to the dorms.

&&&

"Hey Chumley." Vanessa said with a weak smile, sliding in next to the older Slifer.

Chumley looked up from his sandwich and nodded sharply. "Hey Vanessa. What have you been up too?"

"It's the weirdest thing…my deck is missing."

"Your deck?"

"Yea. I could only find this." She held up the shadowslayer.

"Ew, put that thing away, I'm trying to eat!"

Vanessa frowned for a moment. 'Like you need to eat more you fat sack of…whoa, where did that come from!' She shook her head violently, as if trying to throw the bad thoughts from her brain. She slipped the card into her blazer pocket, not noticing the dark purple glow it was giving off. "So, how was class?"

"Boring." Chumley said. "Dr. Crowler went on and on about flip effects…like we need to worry about those."

Vanessa smiled. "You don't use flip effects in your deck Chumley?"

"Of course I do! I'm just not a total dumberoid." He spat. "Besides, you should be more worried about your deck, what with the big duel coming up."

"What big duel?"

"Duh! In 5 days they start the first of the scholarly duels. You have to face fellow duelists, and if you win, you get points. Get enough points, and you could move up and become a Ra Yellow." Chumley took a long swig of milk. "Of course, for Red Wonders like us, there is little chance of us ever leaving."

"You can't go around with that attitude Chumley."

"Sure I can!" He snapped. "Face it, once a Slifer, always a Slifer. As soon as you realize that Vanessa, you'll be happier." With that, he picked up his tray and headed off.

Vanessa sighed, poking at her food. 'What is wrong with all the people here? They act like life is so terrible. We have been given a great opportunity, and they keep moping or whining about it. Jeez, sometimes I wish I could just tell them to shut their stupid mouths. Seriously, you are at a famous dueling academy, who the hell cares what your damn rank is, you stupid mot… What is wrong with me?' She put her hands against her eyes, pressing the heel of hr palm into her face. 'Must be the stress of losing my deck and the misunderstanding with Doctor Crowler…just take a few breaths Vanessa…everything is alright…'

"Hey did you hear the big news, man?"

Vanessa focused in on the conversation happening behind her, curious as to what had excited her fellow Slifer Duelists.

"¿Qué?" the second guy asked, clearly Spanish.

"The boat that delivers all our supplies blew up last night!"

"Seriously?" he said in broken English

"Yea, they were just a few hundred miles off shore when the thing blew. I heard it from one of Chancellor Shepard's secretaries."

"Anyone hurt?"

"No survivors…but get this…according to reports from the captain, they had been rushing in to get medical treatment for the first mate…seems he got in a fight with someone."

'The first mate?' Vanessa thought. 'That's the man Arliss was talking to.' She turned to the two boys. "Do you know anything else?"

"Yea" The first guy continued. "The police found the remains of an explosive…they think someone rigged it to blow."

"Who would want to blow up a boat that is used to deliver stuff to us Slifers?"

"I don't know and I don't care. Infact, I'm glad, what with how they 'loss' things."

Vanessa frowned. "Have you ever asked them to check? I did that when I lost my earrings, and the captain found them."

"Eso es divertido." The second boy said with a laugh. "When we say lost, we mean robado-stolen."

"What?" Vanessa exclaimed.

"Oh yes. tell her about what happened last año to you Johnny."

Johnny nodded. "Me and Hector here were freshman last year. We were going through our stuff, and discovered that we were missing some of our new shoes. Well, a couple days go by, and we run to the docks when we hear that the boat is back in…and a couple sailors are wearing our shoes."

"Are you sure they weren't just similar?" Vanessa asked.

Hector frowned. "No way chica. Those shoes…they were a gift from my madre, I would have known them anywhere." He stood up. "I say it's a good thing we got rid of those lying sailors." He waved his hands in the air. "¡Los criminales asquerosos, espero que se quemen en infierno!"

"Calm down Hector!" Johnny said, leading the other boy away. Vanessa merely sat at the table, digesting what she had heard.

&&&

Vanessa sighed, doodling in her notebook. Chumley had been right, these classes were boring. She had spent the whole time working on a landscape drawing while Professor Banner rattled on about duel alchemy. Sounded like a lot of busy work to her. Besides, she had tried to listen to the whole thing…but it was just so boring…she'd finally given in and began working on one of her drawings.

'The only thing I can do other then dueling.' She thought, carefully shading part of the dock she had been sketching. 'Maybe I should have been an artist…set up a studio, paint some portraits…I hear Illusion Industries pays big money for artists to help make their cards.'

She was pulled from her musing by Prof. Banner's voice. "Have a good day class."

"Yes Professor Banner." The students called out. They all made their way to the exit, except one. Vanessa had noticed that Arliss wasn't in class, and figuring that he was still confined to the medical bay, she decided to get his notes for him.

"Here you go Vanessa." Professor Banner said, handing her a sheet of paper. "Remember to tell him to read pages 14-22 and look at graph 18 for the next class."

"Ok, thanks Professor Banner." Vanessa said, making her way to the exit, only to see Dr. Crowler storming his way into the lecture hall and brisk past her, heading straight for Professor Banner's deck. She opened the door and was about to leave when she heard Dr. Crowler finish his opening statement

"…and he is a menace to this school!"

"Dr. Crowler, Jaden may be…well…he isn't the most hard working student I have ever seen…but he more then makes up for it in his dueling."

"Is that so? And does good dueling skills make him immune to the rules?" Dr. Crowler asked. Vanessa moved out of their eye line, listening carefully. "Did you know that last night he trespassed into the Obelisk Girl's dorm…more then that, he actually dueled a girl! You know that dueling outside of sanctioned time is against the rules, and yet you seem not to worry that he does it!"

Vanessa covered her mouth to prevent the gasp that wanted to leak out. 'Jaden and Syrus…ditched me to have an illegal duel? And then lied about it? Why didn't they tell me?'

"Tell me Professor Crowler, why did you not go to Chancellor Shepard about this?"

"Uh…well, you see the thing is…"

Professor Banner smiled slightly. "It wouldn't have anything to do with the rumor floating around that it was Alexis Rhodes, one of your students, that dueled him…that she started the duel?" He stroked Pharaoh's fur. "Because, if it was Alexis, then she would have to be expelled too."

Dr. Crowler paled. "No need to be hasty, there is a difference between Obelisks and…sigh….those slackers you call students…"

Vanessa backed away, her back hitting the hallway's wall, making her slide down till she sat on the floor. Her mind raced as it processed everything. Dr. Crowler was out to get Jaden…he was out to protect his students and hurt slifers- her. Jaden and Syrus had lied to her…

'Alexis smiled. "Sorry. I don't make it a habit of breaking the rules."'

"She lied to me." Vanessa whispered to herself, her voice echoing slightly in the empty hall, words bouncing back to taunt her. If any one had seen her at that moment, they would have seen the strange dark aura that had begun to slime it's way around her. "Alexis never wanted to duel me…just like Arliss said. She only wanted Jaden because he beat Dr. Crowler." She thought back to the brush off Alexis had given her when the first met. "I idolized her…and she didn't care!" She was growing angry at the thought that Alexis was nothing but a hypocrite. "Just like Syrus and Jaden! My so called friends, ditching me to duel against my so called idol!" Vanessa was in a rage now, talking fast and furious. "It's bad enough that I know now this whole school is against me, now I find out my friends are too! They are all ignoring me, abusing me…using me!"

"There is someone who isn't." A voice hissed quietly in her ear; a voice that, in the dark recesses of her mind, she knew was the ShadowSlayer. She pulled out the card and watched the fiend turn it's head to her. "What of the one that gave me to you? Of the one that warned you? Is he not on our side?"

"Arliss." She whispered. "He understands."

"More then you know." Vanessa turned to see Arliss standing beside her, leaning against a wall. She didn't know how he had gotten there, but she didn't dwell on it. For the first time, Vanessa noticed that the dark purple aura was glowing around him, wrapped about him like a warm blanket. His eyes flashed black as he waved his hand, energy crackling off of it and making her shiver. "Do not be afraid…I have merely hidden us from the world's pryin' eyes. No one will interrupt us this time."

"How?" She whispered, not sure if she should run from him. It wasn't everyday you saw a friend surrounded by purple light and his eyes black.

Arliss smiled. "I have learned of magic that you are just now tappin' into…the magic of the shadow games." The hallway flickered away as they were transported into the world of shadows. Vanessa looked about the endless darkness and focused once more on Arliss. "Here, I have mastered abilities that have made me see things no other mortal could see. I have watched past events transpire and seen how they created the present. I have see everythin' around us." His eyes glowed again, and windows to the real world appeared. "From Jaden stuffing his face to Chazz working on his deck. And I have glimpsed at the future…witnessed what could be…who you could be." As he spoke, a black Egyptian eye formed upon his forehead, casting a dark light that made even the shadows back away.

"Who I could be?" She whispered.

"Yes. I came to this island searchin' for the perfect woman to join me, to help me see my plans come to life. A woman that possessed all the potential skills and features I would need to achieve my ultimate goal."

Vanessa trembled, not knowing if from excitement or fear. "What goal?"

Arliss smirked. "My dear, you have seen how corrupt this school here's system is. I say it is time to…change it." He smiled, and knelt before her, stroking her cheek to comfort her as if she were a child that had just scraped her knee. "But to change the system…to make it better…right…certain things, people, must be eliminated. There is no place for them, and they would only wish to keep things as they were, for their benefit.They must be hunted down, and dealt with before peace and justice can come.

"Nessa…I have chosen you to help me…to be my queen, queen of my hunters. You possess everything that will be needed to lead them, to command them. Your strength, your mind…your very soul was made for this purpose. Just like me. Everything we have been through: pain, happiness, loss, victory…led to this moment." His eyes flashes for a moment and Vanessa saw in the shadows the vague outline of a woman. The shadow woman moved a step closer, her hand out, as if asking Vanessa to come to her. "You will be terrible and beautiful. The world will tremble under your feet and love you still. Men and women alike will kill just to gain your favor. All will fear you yet praise your name, and none will ever again see you as some weak thing! Together, we will bring the wicked of this school, this planet, to their knees. Then, we will rebuild it in our image, a perfect place where all belong!"

Vanessa looked down at the floor beneath her feet, trembling from his words. "I-I can't Arliss…I'm not worthy." Never did it occur to her that this was wrong, that this was evil or wicked. No, in her mind, the only thing she could think was that Arliss had chosen wrong, had mistaken her for someone else.

"Oh, you are worthy."

"But Arliss, look at me! I'm just the little cheerleader that everyone looks down upon! No one will take me seriously…no one will see me different." All her insecurities had bee laid out for Arliss, to show him just how much she needed the guidance he was willing to give.

"You are wrong." Arliss said, standing up. "Look." His body seemed to shifted for a moment, and the shadows pulled away from him, forming a shadow man to stand near the shadow woman. Left behind stood another boy, a short little thing with shaggy hair, sad eyes and a blush. His posture, his movements, his very soul screamed weakling. He glanced at the shadow, his eyes pleading for it to return to him. The shadow man nodded and covered him.

The boy was gone, and Arliss was back. Tall, strong, powerful. Nothing like that other boy; he was a man. "That is me…or what I could have been, had I not changed my path. Do you see Nessa…I was once you. Thinkin' the world was kind and nice and played fair. But I learned the hard way about that lie, and now…" He gave her a dark grin. "Now I have changed, become something grander. Just as you can change Nessa, if ya want."

"How Arliss?" She whispered, crawling towards him. IF he could change…if he could become strong…then maybe she could. She was desperate to get rid of these feelings of rejection and powerlessness. "Tell me."

"As you are now, you are weak, there to ignore, to use, to betray. Crowler found you weak, Jaden found you easy to ignore, Alexis found you easy to betray." Arliss paused, his smile growing. "But if you transform yourself; twist yourself into something new…then you will become the one thing they can never ignore, forget…betray." His voice lowered to a whisper. "The one thing that matters"

"And what is that?" She asked, voice quivering. Arliss remained silent, just watching her. "Tell me now Arliss." She demanded, and still he refused. the aura around her glowed darker. "TELL ME!" She roared. "TELL ME NOW DAMN IT! I DEMAND YOU TELL ME!"

"Somethin' to fear, Nessa." Arliss replied, holding out his hand, quieting her with those 4 words. She watched as the shadow woman beside them melted to the ground and slide over to Arliss, wrapping around his leg until she was in the palm of his hand in the form of a liquid ball, swirling about.

"What…what is that?" She asked, craning her neck to get a closer look.

Arliss looked at the dark inky mass. "This is the real you…the Vanessa that you locked away in the shadow realm because you thought it best. It is the part of you that doesn't want to smile, doesn't want to trust blindly and let the world go unpunished. It is the dark part of your soul that you buried because you thought only the light could help you.

"You have been split in two for far too long Nessa. Without embracin' it, you have never reached your full potential. That is why you feel as you do now…because you have lacked the final piece of your soul." He watched as the substance seemed to stretch towards the girl, desperate to be allowed back in. "If you allow this back in you, allow the darkness to reign in your heart once more, as it should have…then it will shape you into what you should have been. You will be like me, in full harmony, a perfect being. And when the rest of the world sees you…they will fear you…and only then will they learn never to doubt you again."

"Yes…" She whispered, feeling her despair falling away. For the first time in a long time, she felt as if she was on the right path, as if she had found her calling. "I will become their worst nightmare. No…more then that…I will not only be the nightmare, I will create them! I will master them! I will show them who I truly am, and then, when Alexis comes crawling to me, I will kick her in the face, so she can feel what I felt!"

Arliss nodded. "Take my hand Vanessa…take my hand and meet your destiny and begin your transformation into the Dark Queen of the Rare Hunters!"

Vanessa growled. "Not Vanessa." She whispered. "Vanessa was weak, a fool. I will not be her ever again" With that, she grabbed his hand and let out a scream as the dark liquid rushed over he body, flying into her mouth, her nose, her ears, through her skin, saturating her with it's presence. She cried out as her body trembled, skin bubbling as if melting from her bones, her soul on fire. Arliss watched on as she began to seize up, heart racing as the darkness she had tried to hide was allowed to at long last join within her fully, to take control of her and lead. And still she screamed, curled up in the fetal position, bloody tears streaming down her cheeks. Her heart pounded harder, harder…and then grew still.

And then she was silent…and there was a heartbeat once more.

The woman stood up, her skin pale compared to the dark light she gave off. Only Arliss notice her hair elongating, her eyes growing dark till they were like a doll's: Black and shiny. Her body was becoming lean and trim…and she was growing taller, shooting up to just under six feet, almost as tall as him. Clothing ripping at the seams as she rapidly aged, her form reshaped into the image of the perfect woman and aging as iftime was of the essence. Like Arliss before her, she was becoming older, 15 in time, 18 in body ad soul.

He grinned, wondering if he had looked like this when the shadow realm had transformed him from his weak, little puny form into the god that stood there commanding the dark magic. For him, it had been a longer process, as he had taken in the darkness the day he found the book, and puberty had done most of the changing for him. But for Vanessa, the dark part of her soul seemed to understand that they didn't have the time to wait.

He watched his queen…no, his dark goddess, being made and smiled like a proud parent as she emerged from her shadow womb with a terrible scream that seemed more like a battle cry. She would still need training, still need to continue the transformation in other ways to finish what they had started here. But for now, she was becoming just as he had seen.

"What is your name then?" He asked at last.

" Nessa." She whispered, a wicked grin crossing her lips as Vanessa Fox died, and in her place, something else was born.