Bastion's computer hummed, the processor working overtime as the duelist continued to input new data into the system. Each new card name, each new stat caused the program he was working on to sputter slightly, always risking the chance of the machine freezing. Quickly hitting the save button, Bastion continued on his mission, fingers flying over the keys.

Once more, he cursed himself for having become lax when it came to his database. When he had first arrived at the school, he had planned to input the data of every duelist he saw into the system, in case he was ever chosen to duel them. He had, of course, started with the Ra Yellow duelists, as they were the first ones he would face. Entries about Hayden McGregor and others filled the system, allowing him indepth examination of each duelist's tactics.

Next had come the Obelisks: Alexis Rhodes, Chazz Princeton, Zane Trusdale. Half of them completed, before he had been sidetracked. Sidetracked by painting dorms, playing baseball, from hanging out with Jaden. He glanced at the list that hung by the computer, with names marked off of who was next. He had chosen the order based on who he felt was the most likely opponent for him to face. Half way down the list, just below Zane's crossed out name, there it was:

Arliss Lockehart.

He had waited too long, and now he had to face the duelist…most likely in a duel that would determine his cousin's fate. He should have been working on strategies, not sitting there putting in what ninjas Arliss used. It didn't help that he had only seen about 10 or so cards of Arliss' deck.

Now, he was hurrying to get as much info as he remembered into the system, in hopes that it could help him select the cards he needed. He had already chosen the deck to use, knowing that it was the only choice against Arliss…a rare hunter. But still, what should e swap into that deck to make it stronger? What cards would aid him and ensnare the upstart Obelisk?

And then there was the second factor, the name on the slifer list: Vanessa Fox. Only now, that duelist was penciled in next to Arliss' name, her new name fitting perfectly next to the southern duelist: Nessa Lockehart.

'Nessa.' Bastion thought. 'Who would have thought I would ever have the need to fear her?' When he had first learned of Vanessa Fox, Bastion had simply written her name down and called it good. She was an average duelist, on the level of Syrus, and wasn't worth his time. He planned to take a better look at her dueling after 6 months in the academy, knowing she would change her dueling skills by then.

Oh, how right he had been.

Vanessa had become Nessa, a cutthroat, sinister duelist that used mind games like they were second nature. At times violent and childish, during their conversation in the arena, Bastion realized that something had changed. Nessa had grown up during the holiday break, and now was just as big a threat as Arliss.

'Arliss.' The name now caused anger to bubble in the Brit's mind. 'You kidnapped my cousin…and for that, I shall humiliate you.' Bastion's face remained cold as he stewed in the anger…anger at Arliss for his actions; Anger at Candace for being stubborn; anger at the whole world.

But never anger at himself.

&&&

Chancellor Shepard sighed as he looked down at the document once more. A small part of him silently wished that he would look down at this…thing…and it would change into a letter, or a new act that made Friday Wooden Shoe day at the school. Anything but what it was.

Looking down once more, the sheet remained as it always had: Arliss' Contract. The one that would allow him and his followers to duel freely without punishment.

That sent chills down his spine.

The first part was bad enough; letting a duelist take on opponents freely overwrote every rule the school had. It allowed for Nessa and Arliss to take on weaker duelists and bully them without fear of punishment. It made a mockery out of everything Shepard had set out to do, and he was mad.

He had wired Seto Kaiba as soon as he could, explaining the situation. Mr. Kaiba had simply laughed, and told Shepard to sign the agreement. In his own words: "If this Arliss Lockehart has the balls to beat Marik Ishtar, then I wish to see how he does as a true hunter. Let him and his little underlings do what they want; I have more important matters to worry about."

But he was worried, and not even about the dueling agreement. It was the wording of the document: Arliss called for legal dueling for 'The Rare Hunters'. It was a cunning move, as it forced Shepard to legally recognize the Rare Hunters as a group. It made them real, and it made them able to work within the school. He couldn't outlaw them if he put this into effect. He couldn't punish people for joining…there was nothing he could do. This deal would spell the beginning of the end for the academy and all the students that resided there.

But…in the end, he could not sacrifice the life of one duelist.

With Candace Misawa's unconscious form in mind, Chancellor Shepard signed the agreement.

&&&

Nessa Lockehart looked over her deck, carefully slipping each card into the protective sleeves, then into the second set. It was hard work, but she only had a few more to do before her deck would be ready. It was also necessary work, for what they had planned tonight. Arliss had promised her that this would be a duel like no other, and had already given her several warnings. Clothing choice, preparation for her deck, even what makeup she should use.

As she slipped the Shadow Slayer into the second card sleeve, effectively trapping it in plastic, she set about getting her face done just right for the occasion. It was a night duel, so she wanted something that would let her features glow in the muted light, yet not make her look too ghoulish when the lighting hit her.

'Hmmm…maybe I should go with super ghoulish.' She thought, stroking her choker as she fantasizes about making Syrus wet himself. Oh, she knew he would be there, as would everyone else, and she wanted so bad to use her powers on them. Of course, Arliss had vetoed the idea: He was firmly in the camp of use your powers only when needed. The only time he had used his shadow star's ability to go invisible was when they had planted the bombs at the hotel, and even then it wasn't for that long. 'I guess that's what makes us a good match: He stabilizes me, and I pull him towards the more emotional reactions.'

She thought over her fiancée's plans for the evening, unable to stop herself from marveling at his intricate plot. He had told her everything after their lovemaking session after their 'fireworks' show at the hotel, and she had laid against him in rapt attention as he described in detail how the entire event would play out. It was like a play, carefully plotted by the writer, with each character designed to play their part and support the production.

Tonight, she and her beau would be the directors, using their main character Bastion to enact their strategy. Every reaction, every variable had been decided upon, and nothing would surprise them. Arlen would be in the audience, in disguise and undisclosed, to help prod things along. The spell Arliss had planned would set the stage. And the 5th act had been written and rehearsed.

Now all she needed was her better half.

"Arliss!" She called out. "I'm ready to go!"

"Just a minute!" Arliss called out from their room, confusing his lover.

"What are you doing in there?" She asked, heading out of the library and back to their room. "Arliss…what the hell?"

"Uh…" Arliss said, before holding up the object that had kept him busy. "I was just…well…"

"It looks like you are playing with Transformers." Nessa said.

Arliss nodded happily. "Yup. I have the Star Wars Transformers…here is Obi Wan and Anakin, and they are workin' with Optimus Prime to defeat Megatron and Darth Maul."

"…"

"What? I'm trying to defeat the evil forces."

Nessa shook her head. "Every time I think you are an evil genesis…I catch you doing something like this."

"Like what?" Arliss asked as she left the room. "Darlin'?" He looked down at his Obi Wan and Optimus figures. "Don't mind her, her inner child was run over by a decepticon." He set the two toys down. "I have to go…we'll defeat evil when we get back."

&&&

"Understood." The MIB agent said as he moved about his room. "I will watch Arliss Lockehart and Vanessa Fox, now called Nessa Lockehart, and determine if they truly have taken up Marik's mantel. If they are mere duelists that have taken the title of Rare Hunters, I will approach with caution. But, if they are the heirs of Ishtar, then I will be forced to take more…drastic measures."

&&&

"You've Got Mail!"

Bastion blinked, looking down from the computer screen to his PDA. Shaking his head at Candace's reprogramming of his PDA's alarm, he felt his heart seize. 'I'm coming Candace.'

Grabbing the PDA, he quickly read through Arliss' instructions, before turning back to his computer and going over his decklist one last time. Satisfied, he saved the program and shut the machine down, not wanting anyone to get into his files while he was gone. The glow of the screen flickered off and Bastion made his way through the dark room, grabbing his coat and heading out.

He looked at the group standing around his door, waiting for him to tell them what to do next. Alexis and Zane were leaning against a wall, eyes closed as they tried to catch a quick sleep. Jaden and Syrus were to their left, both pacing. Samantha Ciro stood stock-still, royal and solid. Chancellor Shepard looked at him with anticipation and dread.

"He's on the roof."

&&&

"Listen to me!" Arlen cried out into the night sky, the winds whipping about him, his voice laden with power as he called forth the ancient elements from their slumber. His body was on auto-pilot, performing the spell just as Marik's Diary had stated. The blood of a dead fawn, killed as a gift to the oldest of powers, sat at his feet, blood slowly pouring into the hole in the ground that he had dug. "Listen to me now, spirits of the sky and rain, of thunder and lightning, of winds and darkness! I call upon thee, to cloak your hunters! To wash away our scents and blind our prey! I command you, bring forth the tempest!"

The sky cracked open as the storm formed, Arlen's eyes turning pure blue. He forced his more wild transformations down deep within him as the weather changed, rain coming down upon him.

Arlen laughed.

&&&

Bastion and the group hurried up the stairs, only to stop short when they reached the landing that was next to the door. There, a small box sat, a simple note reading "Open Me" at their feet.

"I think you need to open it." Jaden said.

"Wow Jaden, thanks for letting us know." Alexis said, rolling her eyes.

"You're welcome."

"That is enough." Bastion snapped. "Let us see what tricks Arliss has in store for us. I suggest you all stand back, perhaps get ready to run should this…" The group didn't move, all wanting to see what was in the package. Bastion undid the lid, and lifted a note from the box, along with some card sleeves. "Bastion…" He read, "Please insert your cards into these sleeves. Once this is done, you may proceed. If you chose not to, then that is your choice…but failure may mean your failure comes quicker then expected. –Arliss and Nessa."

Zane took the card sleeves from Bastion and looked them over carefully. "They haven't been tampered with…they appear to be the same kind you can get at the card shop."

"Then I believe…" The Chancellor said, "That we should hurry and get those card sleeves onto your cards and get this duel over with."

Working together, Bastion's deck was divided and within 5 minutes, have been double sleeved and was ready for the duel. Taking one last deep breath, Bastion steeled his nerves before turning the door handle and pushing the door open. Instantly, the group was assaulted by rain and wind, which blinded them and stung their skin. Pushing forward, Bastion made his way to the center of the roof, looking around for his mysterious opponents.

"I'm here Arliss!" he shouted. "now show yourself!" The gang heard footsteps coming from the stairwell, and turned just in time…

…to see James Stilton and Alexander Milo running up the stairs.

"Sorry." Alexander said sheepishly. "I was delayed…Samantha texted me the dueling location."

"I forgot the time." James said.

"That's quite alright..." Shepard said, before looking at James. "Are you bleeding?"

James looked down at the red spot on his dress shirt, which was quickly being soaked, and smiled weakly. "Spaghetti sauce from dinner."

"Well, I would love to talk about what we did last night…" Bastion said, annoyed. He pulled his blazer up tighter to his neck in hopes to stave off the cold rain. "…but I would like to deal with my cousin."

"As you shall!" A voice called out. The gang turned to see Arliss and Nessa standing in front of them, Candace between them, her hands tied. The two rare hunters had their purple dusters done up tight, the rain water sliding down the leather with ease. "So I suggest you all prepare for trouble!" Nessa said

"We stole this from Pokemon, so make it double!" Arliss answered.

"To protect the world from devastation..."

"...to unite all peoples within our nation."

"To Denounce the evils of truth and love..."

"...To extend our reach to the stars above!"

"Nessa!"

"Arliss!"

"Rare Hunters blast off at the speed of light..."

"...surrender now or prepare to fight." Arliss called out, nudging Candace.

"Meeowth, that's right." She said, rolling her eyes.

"There, now that the standard villain entrance is out of the way…Here is your cousin, safe and sound. But first, has the paperwork I gave you been filed Chancellor?"

"Yes." Shepard said sternly. "It has."

"Then Candace may end her visit with us." He undid the loose ropes and motioned for her to return to her friends and cousin. Bastion quickly caught her in his arms, hugging her close. "Now then, there is the matter of our duel."

"Quite!" Bastion called out, stepping forward and activating his duel disk. "It's you and me Arliss!"

"Not exactly." Arliss said, glancing at Nessa. They both nodded, activating their duel disks. "This will be a four person duel."

Bastion frowned. "And who is my partner?"

"Who do you think?" Candace asked as she stepped forward, taking her deck from her pocket. It was then that Bastion noticed the duel disk on her arm. "They kidnapped me, so I deserve revenge."

"Now is not the time to think rashly Candace. You have had a hard day, you should rest. Let Zane or Jaden be my partner."

"No deal. I duel." Candace said sternly, before glaring at the two. "This is payback for my suffering."

"Candace…"

Arliss shook his head. "It is too late Bastion, the duel is set, Candace, Yourself, Myself and Nessa." He drew his first 5 cards, as did Nessa. "The rules are simple: Each duelist has 4000 lifepoints. You can only attack one person at a time. Play starts with Bastion, then myself, then Candace, then Nessa, then back to Bastion. The last person with 4000 lifepoints is the winner."

"Agreed. But I want to add something to this match." Bastion said. "A wager. If we defeat you, you and Nessa leave this island forever, and never trouble any of us again."

Nessa nodded. "And if we win…well, we get to take something of yours that you hold dear." She eyed up his deck and grinned. "Is that in your favor?"

"Quite." Bastion said. "In the immortal words of Jaden, get your game on."

"Nessa…" Arliss said. "Let the hunt begin!"

Jaden bounced up and down in delight. "Oh man, I have been waiting weeks to see some serious dueling action! Go Bastion, let's see what you got!"

Alexis shook her head. "It's freezing cold, we are dueling rare hunters…and Jaden is excited?"

"Sometimes we find things exciting that others find tedious." Zane said.

"Yea." Stilton replied. "Like, you might find the fact that this rain is making your shirt see-through tedious, but I personally find it exciting."

Alexis nodded. "Yea, I find it….WHAT?" She looked down and screamed, pulling her jacket tight around her body. "Why didn't anyone tell me that? Why did you let me stand here with my breasts showing!"

"I…didn't notice?" Zane stammered, a first for him.

"How couldn't you Zane, they were right…ow!" Syrus cried, Zane calmly stomping on his foot, his face remaining neutral.

"I was just enjoying the view." Arliss called out. "Not as nice as Nessa's, but they do well in a pinch."

"Teach you for not wearing a bra!" Nessa mocked "Only I can do that!"

"Their not wearing bras?" Alexander asked suddenly, suddenly interested, only for Samantha to smack him across the back of the head. "ow…ok, no lookie at braless women, I get it."

"The only one you can look at is me." Samantha hissed in his ear. "Like later tonight, if you're good."

"If we could stop talking about breasts and begin the duel?" Bastion asked with annoyance.

"Sorry Bastion." They all managed to muttered softly, looking anywhere but at the angered brit.

"Now that that is settled…" Bastion muttered, drawing his first card. "I will lay one monster face down upon the field, and end my turn."

Arliss nodded, drawing his card. He ran a hand through his wet locks, glad he had finally taken Nessa's advice…or verbal complaints…and put his long hair in a loose ponytail. At least he wouldn't have wet bangs in his eyes. "I will set one card on the field, and summon Ninja grandmaster Sasuke." From above him, the white and green ninja leapt down onto the field, lightning flashing when he landed. "I end my turn." Arliss called out over the thunder.

Candace nodded, now making her move. "I will lay two cards face on the field, then I'll summon my Bowganian to the field." The large eye robot appeared in front of Candace, blinking rapidly and arming its bow.

Nessa sighed as she drew her cards. "I will simply set this monster in defense, and end my turn." She looked over at Bastion. "That means it's time to stop this stupid dance and get to the real action!"

"Are you bored Nessa?" He asked.

"Very much so."

Bastion nodded. "Then let's try a little game, to entertain you. It is called Reasoning." The card flashed on the field, as Bastion pressed a button on his duel disk. "It is rather simple: You cal out a level, and I draw. Guess wrong, I get a monster. Guess right, I loss it." He shrugged. "It should be easy enough for someone with some intelligence…let's see how you do."

Nessa's face remained unreadable. "Level 4."

Bastion drew four cards from his deck, holding up a Roulette Barrel. "Well called Nessa…let's see how you do twice more."

Arliss groaned. "I wanted a duel, not a quiz show."

"Level 4, both times." Nessa said simply. Bastion nodded, and sent 7 ore cards to the graveyard by drawing two Susa Soldiers. "Now this is a mind game I could get to love!"

"Quite." Bastion said simply. "I set this monster and end my turn."

"Why would he do that?" Alexis asked. "Why play reasoning three times and loss all those cards. His deck has been thinned by a 1/4th! He's going to deck out soon if he isn't careful."

"I don't know what to think Alexis." Zane said. "Bastion obviously has a plan in mind, and we'll have to see what it is."

Meanwhile, Arliss had already summoned a Mystic Swordsman LV 2, and used it to take out Bastion's set Roulette Barrel. "And now, I think it's only polite that I deal with the lovely lady to your left, Bastion." Arliss said smoothly, the wind carrying his words. Sasuke, attack the Bowganian!"

The ninja nodded, leaping into the air and throwing his daggers right at the large eye in the middle of the Bowganian. The creature, however, was ready, and batted the Dagger away before grabbing it and loading it into its bow.

"Did I forget to mention my spell card?" Candace asked. "I activate Limiter Removal, which doubles my Bowganian's attack power to 2600!" Steam began to pour from the little robot's seams as it pulled the dagger back farther and farther, until, right when the bow was about the break, it fired, sending the projectile right through the Ninja and into Arliss' shoulder, causing the King of the Rare Hunters to grunt in pain. "But I'm not done yet." Candace said. "Activate my trap card: Deck Destruction Virus!" The now shaking machine shattered, unleashing a vile green mist that covered Arliss' side of the field, causing his Mystic Swordsman to choke and shatter. "Four the next 3 turns, you can't summon any 1500 or less monsters." (Arliss- 3200)

The Southern Duelist merely sent the Mataza the Zapper form his hand to his graveyard, set a second card, and ended his turn.

"Now then, it's my turn again." Candace replied. "I will send one spell card to my graveyard to activate this: Tribute to the Doomed!" Nessa watched as her Opticlops let out a bellow as a mummy hand burst from the ground, grabbing it and pulling it under the earth. "That will end my turn."

"Wow! Jaden exclaimed. "In two turns, Candace was able to wipe out all of Arliss and Nessa's monsters! That was amazing!"

"But wait…now she has no monsters, and Nessa's turn is next." Syrus said, confused. "Doesn't that leave her open."

"Not quite." Professor Milo said. "The rules state that another player can use their monster to defend another duelist. That means Bastion can use his monster to protect Candace, making her safe for a turn."

"And on the other hand…" Professor Stilton said. "Nessa can do the same for Arliss. That's why it's so hard to get a direct attack against an opponent during this type of duel."

"Guess that's why they call it tag team." Jaden said simply.

Nessa had set one monster on her side of the field, ending her turn and waiting for bastion to make his move.

"Now let us see how you handle this! First, I will summon Thunder Nyan Nyan, in attack mode." The electrically charged thunder cat appeared on the field, drum set right by. "Next, I will equip her with this: The Big bang Shot."

"Bring it on." Arliss challenged. 'Come on…take the bait…'

"Oh, I will 'bring it'. But not to you…no, I can see that you have a trap waiting for me…but your partner…" He turned to Nessa. "You only have one card on your side of the field, and it is a monster…a perfect target for my piercing Nyan Nyan, thanks to the equip she now has. Thunder Nyan Nyan, Big Bang Shot!" The feline did her drum solo, before striking the cymbal, sending a electrically charged pulse right at Nessa's monster and Nessa herself. The Queen of the Rare Hunters cried out as she was hit, her cries drowned out by the thunder above. Bastion smiled, even as Nessa's Night Assailant destroyed Nyan Nyan. (Nessa- 2200)

Arliss ground his teeth as he drew. "You like hitting girls, Bastion. Seems like your favorite thing, hitting the weak and leaving your real opponents out in the open. How about we boys throw down and leave the girls out of it."

"Oh, I will throw it down, but against Nessa as well as you. And let me tell you, nothing will stop me from wiping the smiles from yours…and her…faces." Bastion smiled slightly, not noticing the glare Candace gave him.

"Then let me be the first to knock that cocky assed smile off your face." Arliss challenged. "First, allow me to deal Candace's cleaver virus. Activate The Warrior Returning Alive." Arliss smiled as he took back his Mystic Swordsman Lv 4."

"Huh?" Syrus said. "That's not legal…the Deck Destruction Virus kills low level monsters."

"Not quite Syrus." Zane said. "It only kills monsters that were drawn. Arliss has used his spell card to ADD the card to his hand. That bypasses the virus, and allows Arliss to take his monster."

"It's a clever move." Samantha added. "The Mystic Swordsman, can deal with Mr. Misawa's monster without having to worry about an effect."

"Plus, when it kills that monster, Arliss can evolve it to level 4."

Arliss smiled as the little swordsman appeared on his side of the field. "Alright boys and girls, time to see how my little warrior can do! Mystic Swordsman, attack Candace's lifepoints directly!"

"What is he thinking?" Shepard asked. "Bastion's monster will defend anyway!"

The gang watched as the Monster leapt into the air, rain battering down on it as it drew its sword and sliced down…

…and struck Candace. (Candace-3100)

"What?" Everyone called out.

"B..bastion?" Candace coughed

"You were foolish, Arliss. By not attacking my monster, you gave me the option of protecting my monster and preventing yours from evolving."

"Bastion's right." Milo said. "Arliss screwed up."

"But who would have expected him not to defend his cousin?" Stilton asked.

"From the look on Candace's face…not her."

Next Time: bastion's lack of support has hurt Candace, both physically and mentally. But when he is called out for it, Bastion claims that he had to do what he did to insure a victory. But when it comes to justification, there is a thin line between good and evil. The sins of the past will be brought forth, and a new storm is brewing. "Lightning at Midnight Part 3