"Now I am become Death, the destroyer of worlds."

This grim sentence was quoted by the American scientist Professor Robert Oppenheimer, the inventor of the atomic bomb, right after his greatest and most terrible invention was first tested. These words from his own mouth lead you to believe that he was not happy with his incredibly powerful weapon of mass destruction, and could predict how it would change the world for the worse.

Nezbitt, the technology expert of the Big Five, would have had a different opinion if he had invented it. He wouldn't have been happier. His job while working under Gozaburo was to design and build new designs that a military firm could profit from, weapons of war and conflict. And he loved his work. He cared little about how his inventions were used, and who they hurt… In his opinion, it was a world where the strong survived, and the weak were stepped on.

When my uncle took over the company, he would have none of it. KaibaCorp would build weapons no longer. He forced Nezbitt to destroy his facilities and blueprints, and told Nezbitt in no simple terms that if he couldn't adjust, he could find another job.

Nezbitt worked on video game software during the time the Big Five still worked for Kaiba, and hated every minute of it. So he needed no prompting to go along with their plan to overthrow Kaiba.

And as it turned out, the man who thought that the strong deserved to rule was a big coward. In Noah's world, he forced Duke, Tristan, and Serenity to duel him, because he knew that they were amateurs. To make matters worse, he lost anyway.

He seems to have gotten braver now. He's decided to face me, as a way of getting back at Kaiba the only way he can. I wish I could say this would be easy, but the proof of his past victories are behind me…

Time to stop this clock… Time to duel…

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CHAPTER THIRTY-THREE

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The Clock King

0 0 0 0 0 0 0 0 0 0

0 0 0 0 0

The six duelists followed Adrian through a series of passageways and rooms, whose architecture was clearly not designed by anyone lucid. Giant gears and cogs were all over the place, and at several times, they seemed to block the way. However, they always moved aside just as Adrian approached them.

He eventually led them up a stairway, then onto a catwalk, and then a set of metal doors opened.

Behind the doors was a dark, creepy chamber, like the kind found in many science fiction movies. Strange machinery was positioned along each wall, and several odd tanks with glowing, green liquid inside them were on one end.

"Make yourselves comfortable," muttered Adrian. "He'll be here shortly…"

He walked to the other end of the room.

In the meantime, he thought, I'm going to have a word with Daala…

"Adrian!" called Chelsea. "Like I said, it doesn't have to go down like this. I suggest you stay with us."

"Forget it, Chelsea," he replied. "I'm not the kind of guy who likes playing the hero."

He exited though another set of doors.

"Is there any way to get any light in here?" asked Ren.

Aster looked at the wall, where a large switch with an odd symbol was placed.

He grabbed hold of the switch, and threw it up.

As he expected, the light fixtures up above came on.

"Guys…" said Chelsea.

She pointed to the strange tanks.

They saw what was inside them now. They held five youngsters, three boys and two girls, connected to strange wires and apparently asleep.

"These are Joan's duelists!" gasped Aster, running up to the tank. "I know them!

"Oh, in the name of… What did he do to them?"

"Can you get them out of there?" asked Yumi.

Aster looked around.

"I can find a light switch," he said, "but something like this is really not my thing…"

Then a red light came on. They noticed that something was starting to rise in the middle of the floor. It was a lift of some sort.

The large form of Robotic Knight rose out of the floor. He glared at the assembled duelists.

"You know, Nezbitt," said Yumi, "the form of a Machine isn't very fitting for you. You're more of a Fiend."

"What, are you talking about them?" asked Nezbitt, pointing to the tanks. "They're in no pain at the moment. They're actually having wonderful dreams."

"So they're drugged too?" asked Yumi. "That only sickens me more…"

"Kids today…" muttered Nezbitt. "So disrespectful of their elders… If I was in charge, they'd still have the draft…"

"Oh, come on, Nezbitt," said Yumi, rolling her eyes. "If YOU were in charge, the world would be governed by military rule!"

"And that's one of the main reasons people like you are NOT in charge," added Aster.

"I'm in charge of Darkspire, aren't I?" replied Nezbitt. "In a way, I got part of what I wanted… Command over legions of Machines. I couldn't thank Daala enough… Machines are the only form of life that doesn't sicken me."

"Oh, I'll make you sick…" sneered Yumi.

"I think not, Yumi," said Nezbitt. "The one I want to duel is Samantha."

"Any particular reason?" asked Sam.

"Why do you think?" asked Nezbitt. "Seto Kaiba destroyed my life's work… He forced me to take a torch to my journals and my laboratories. Every plan I had made, every invention I envisioned was ruined, because of that bastard. He destroyed my dreams."

"Nezbitt, your life's work involved making weapons and war machines," sighed Sam. "All you could do with that stuff was build things that could kill, destroy, and cause human misery.

"So please, excuse my uncle for wanting to take a step towards peace!"

"Your uncle ruined me," said Nezbitt. "He's dead now, so I've been cheated out of true revenge. So I'll have to get satisfaction from defeating his heir. Daala has promised me that once you are defeated, she'll brainwash you and give you to me as my personal servant. I can't think of a better way to get my revenge on Kaiba."

He gestured, and a hatch on his left arm opened. A collapsible Disk unfolded, forming a rectangular shape with gear designs on the tray.

Sam activated her own Disk.

"We'll see about that!" she snapped. "I'm gonna clean your clock, Nezbitt."

"I think not, Samantha," said Nezbitt. "Aster's Destiny Heroes may rule Clock Tower Prison, but in this clock, I am king.

"Now let's see your Deck Lord."

Messenger of Hades – Gors appeared behind Sam in a burst of dark fire.

"And as you can see," said Nezbitt, "I am Robotic Knight, so I will be my own Deck Lord."

"Game on!" they both shouted.

"People, look around," whispered Yumi. "He obviously has a scanner set up, just like his pals did. We have to stop it from gaining whatever information from Sam that Daala is trying to gain."

Nezbitt heard this. His audio sensors were far more acute than human ears.

What they don't know, he thought, is they can't possibly find it. Robotic Knight is no longer a disguise for me… I'm an actual Duel Spirit, and a true Machine Spirit. And with such creatures, adding modifications only takes an hour or so, and the proper tools.

I installed the scanner in my own hardware, and I can use it simply by looking at Samantha with my optic sensors. They can search all they want, but they won't find a thing unless they can see through metal.

0 0 0 0 0 0 0 0 0 0

Meanwhile, Adrian was inputting a command into a screen in another room.

Daala came up on the screen, looking over something on another screen.

"What do you want, Adrian?" she asked, in an annoyed tone. "I'm busy."

"Simple," said Adrian. "I want to talk to Echo. I want a little proof that she's okay."

Daala paused. She looked at him.

"I'm afraid I can't do that Adrian," she replied. "I suggest you not ask questions that may get you in trouble.

"You're lucky you're getting more privileges than most members of my army. You know that most of my men aren't forgiven for losing a duel. But you're more valuable for me out of prison for the time being, which is why you aren't there right now."

"What proof do I have that she IS okay?" asked Adrian. "How do I know you haven't brainwashed her and forced her to work washing dishes?"

Daala looked at him.

"I assure you, Adrian," she said. "Echo is perfectly comfortable the way she is."

Adrian looked her in the eye.

"My father taught me how to tell when a person is lying, Daala," he said, "and that was clearly the most boldfaced lie I've ever heard.

"I'm changing the terms of our bargain. I want Echo back now."

Daala laughed.

"Or you'll do what?" she asked.

"Or I'll reprogram the Master Programmer!" shouted Adrian.

Daala looked at him.

"That's right, I know all about it," said Adrian. "It's how Nezbitt controls the Machine population in Xanadu. And it would make it very easy for anyone to…"

Then he noticed that Daala was punching numbers on a cell phone.

"Huh?" he said. "What are you doing?"

"You aren't so valuable to me, Adrian," she said, "that I'm willing to tolerate being threatened."

She spoke into the phone.

"Nezbitt?" she said into it. "Gecko has turned against us. Give an order to every Machine in Darkspire to apprehend him."

"Yeah, right," chuckled Adrian. "Like he can actually do that in the middle of a duel…"

Then he heard the door open behind him. He slowly turned around.

Standing there was a Gatekeeper, a Slot Machine, and a Kinetic Soldier.

"Okay…" muttered Adrian, backing up. "Then again… Maybe he can…"

"Machine Spirits tends to be multifunctional, Adrian," sighed Daala. "I could have also told him to set his DVR to record the Dr. Who marathon, and he'd have done it without losing his concentration in that duel for a second.

"So you figured it out… Echo is actually in prison, Adrian. To be honest, I intended to keep her as a guest, and I did so for about… well, a week. But she tried to send you some very powerful cards that she stole from a member of my inner circle. It seems she can't get the idea out of her head that you deserve to rule rather than serve.

"I rule this world, Adrian. I won't tolerate Joan threatening my position, and I consider her a worthy opponent. The power she has was earned through backbreaking hard work. Do you actually think I'm going to tolerate a threat from a spoiled rotten rich kid whose power was given to him?

"You were lucky you got what you had. Your stepfather rescued you from the desert out of charity and compassion. You lucked out big time... A wonderful life was practically handed to you… But you still wanted more…

"But don't worry, be happy… You'll be reunited with Echo soon…"

The screen went dark. Adrian faced the Machines, and activated his Disk.

0 0 0 0 0 0 0 0 0 0

(Sam: 8,000) - - - - - - - - - - (Nezbitt: 8,000)

"My draw," said Nezbitt, drawing his first card.

He added it to his hand.

"I set one Monster, and one facedown card," he said.

A Defensive Monster and a facedown card appeared.

"And that will do to start."

"My move…" said Sam, drawing a card.

"And I'm almost glad you went first. Now my Deck Lord can use his new ability.

"Fiend Ambush! When I have no Monsters on my side of the field, and you have at least one, I get to Special Summon one. It has to be a specific kind of Monster, of course, but I have plenty of them.

The Bistro Butcher appeared in a burst of dark energy. (1,800/1,000)

"And since that was a Special Summon, I'll Normal Summon my Opticlops."

In another burst of dark energy, Opticlops appeared. (1,800/1,700)

"Now my Butcher is about to slice and dice your facedown Monster!"

The Butcher charged at the facedown Monster, holding his cleaver high.

"I activate a Trap Card," said Nezbitt, as his facedown card lifted. "The powerful Waboku."

Three priestesses in long, blue robes and hoods rose up, blocking The Bistro Butcher's advance.

"As you likely know, this Trap Card reduces the damage I receive from your attacks to zero, and prevents my Monsters from being destroyed by battle.

"However, your attack was not negated, so my Monster's Flip-Effect still activates."

On the facedown card a sinister-looking treasure chest appeared. (100/1,000)

"Dark Mimic LV1?" asked Ren. "That's no Machine…"

"There some rule that says I can only use Machines?" asked Nezbitt. "It lets me draw one card, so I'll gladly use it."

He drew a card.

"Your move, Nezbitt," said Sam.

Nezbitt drew a card.

He smiled inwardly. The card he had drawn was a key part of his strategy. But it wasn't quite time to use it yet.

"During my Standby Phase," he continued, "my Dark Mimic can evolve into its Level Three form."

Dark Mimic grew and mutated, turning bigger, bulkier, and more fiendish, but still in Defense Mode. (1,000/1,000)

"Next, I'll set a new Monster, and that will be all for now."

A facedown Monster appeared next to the Mimic.

Sam drew a card.

If I remember correctly, she thought, his Deckmaster ability in Noah's world was the ability to discard Machine-Type Monsters in order to inflict 500 points of damage to his opponent for each one. He hasn't done so yet…

So he's either lost that ability, or for some reason, he wants to keep all his cards.

I don't believe for a second that his deck isn't using Machines in some way.

"I summon La Jinn, the Mystical Genie of the Lamp."

She played a card, and in an explosion of green smoke, the jovial genie appeared, letting out a throaty laugh. (1,800/1,000)

"Humph," said Nezbitt. "A throwback to your uncle's deck, I suppose? It wasn't exactly one of his better Monsters."

"It can still beat your Dark Mimic!" shouted Sam.

He'll be able to draw two cards, she thought, but I don't have many other options.

"Get it!" she ordered.

La Jinn blasted a volley of lightning bolts from his fingers, and the Mimic burst into pixels.

"Now I get to draw twice," said Nezbitt, making two draws.

"Butcher, attack his facedown Monster!" shouted Sam.

Once again, the Bucher charged at the facedown card…

An odd-looking Machine appeared on the card. It looked like a squat, bulky robot with very thick legs and no arms, with two missile launchers on top. (1,200/1,800)

The Bistro Butcher's cleaver struck it with a clang, but it couldn't dent it.

"My Machiner's Defender is too durable for a mere kitchen utensil to harm," said Nezbitt.

"Machiner's Defender?" said Chelsea.

"Plus," said Nezbitt, "you activated another Flip-Effect. I now get to take a specific Monster from my deck."

A card slipped out of his deck, and he took it.

Nuts… thought Sam. I gotta find room for Nobleman of Crossout in this deck…

"We'll get to that later," continued Nezbitt. "You should also know, the instant a Machine is summoned, my Deck Lord ability is automatically activated.

"It's called Chrome Armor. I must activate it if there is a Machine on the field, but if there are several, I can change the recipient at any time.

"In layman's terms, the recipient cannot be destroyed by my opponent's card effects."

"I end my turn…" grumbled Sam.

Nezbitt drew a card.

"I summon Machiner's Sniper," he said.

"Another Machiner?" asked Sam.

Another robot appeared. This one was thin and lanky, colored beige, and carried a rifle. (1,800/800)

"This Machine has a powerful effect of its own," said Nezbitt. "So long as it's on the field, you aren't allowed to attack any Machiners except for Snipers.

"Next, I'll switch my Chrome Armor ability from Defender to Sniper."

"Lovely…" said Sam.

"Then a Spell Card," said Nezbitt, placing a card in his Disk. "I Equip Sniper with Mist Body."

A misty aura surrounded the Machine.

"This protects my Sniper from being destroyed in battle."

'But that means…" said Erik.

"It means that Sniper is immortal," added Aster, "until Sam manages to destroy that Equip Spell. And Defender is well-protected too."

"It's your move," said Nezbitt.

Sam drew a card.

Odd… thought Sam. He could have destroyed any of my Monsters by attacking… So why didn't he?

I have a bad feeling about this…

"I summon Archfiend Soldier!" she shouted.

In a burst of energy, the diabolic shock trooper appeared. (1,900/1,500)

"Attack his Sniper!" she shouted.

Archfiend Soldier slammed his sword into Machiner's Sniper, and the droid staggered backwards.

(S: 8,000) - - - - - - - - - - (N: 7,900)

"Your Sniper may be invincible," said Sam, "but you sure aren't."

"Please," said Nezbitt. "You barely made a scratch."

"Just move…" sighed Sam.

Nezbitt quickly drew.

"First, I summon Machiner's Soldier," he said.

Another droid appeared, this one apparently modeled after a soldier in green fatigues with a helmet, with a long blade in place of a right hand. (1,600/1,500)

"Next, I play the Spell Card Double Summon," he said. "Now I can make a second Normal Summon for this turn. And I choose to summon the Monster that I searched for with Defender's effect.

"I summon General Commander Covington."

A new droid appeared, somewhat smaller than the Machiners, and somewhat odd. It was designed to look like a man in a beige officer's uniform, with riding pants, a tall helmet, and a jacket and tie. (1,000/600)

"Eh?" said Sam.

"Now, I activate Covington's effect," said Nezbitt. "When it's on the field, I can sacrifice my Soldier, Sniper, and Defender…"

The three Machiners vanished into grains of energy.

"…to bring out my ultimate weapon…"

A huge creature loomed over the field behind Nezbitt. Sam stepped back in shock. It was as big as Ancient Gear Golem, but clearly not ancient. It was covered with armor that suggested battle fatigues, wore a helmet, and held a rifle that was as long as a man was tall. Twin missile launchers were mounted on the Machine's back, and blades jutted out from every joint.

"Meet the greatest Machine Monster ever created," said Nezbitt. "The Machiner's Force."

(4,600/4,100)

"Forty-six hundred Attack Points?" gasped Ren. "It's even stronger than Ultimate Ancient Gear Golem…"

"The strongest Monster in the game that isn't a Fusion," said Nezbitt. "Look at this Monster, Samantha."

"It's hard not to…" said Sam, nervously.

"When I first saw this card on I2's website," continued Nezbitt, "I was determined to have it. Do you know why?"

"Because you hated my uncle so much, you wanted to one-up him by having a Monster that trumped his Ultimate Dragon?" asked Sam.

"That was one reason, but not the most important," replied Nezbitt. "I saw this Monster, and realized I had seen it before… In my dreams, and in my fantasies. My dream was to someday design and build the ultimate war machine… An unstoppable, unrelenting juggernaut that would be a true terror on the battlefield. A weapon like this… But thanks to your uncle, my dream would never come true…"

Sam gave him a dirty look.

"Your 'fantasy' was to build a mindless, soulless killing machine that could slaughter an army…" she muttered. "Nezbitt, I really hope you're insane, because if you aren't, the only other explanation is that you have the mind of a demon. Only a truly evil man would have dreams of building such an abomination!"

"You can insult me all you like," grumbled Nezbitt, "but in the end, what it all comes down to is who's holding the thirty-foot-tall battle mecha.

"And soon, very soon… My dream will be realized…"

"What do you mean?" asked Sam, her eyes opening wide.

"The Machiners are Monsters that were created entirely by humans," replied Nezbitt. "No Duel Spirits of them are known to exist, nor have any ever existed. That is, until very recently.

"With Daala's support, my factories have already finished the prototypes for real Machiners. Three sets of the lesser Machiners and one Machiner's Force are now finished. Using them as prototypes, my workers are now producing the machinery and molds that will mass produce them. As they are completed, they are inanimate and inert, but when the project is complete, Daala will anoint them with the power from the Core, and they will truly live.

"Soon, sooner than you think, a these creatures will be assimilated into my existing army, and an unstoppable force will be ready to march out of Darkspire."

"An army of Machiners?" gasped Aster. "Multiple Machiner's Forces?"

"That's right," replied Nezbitt. "Soon, Daala's army will have a battalion of Machines with them at the head, and will be relentless. Joan will not be able to stop them, no one will. The satisfying conclusion to a lifelong dream."

"Not if I stop you first!" screamed Sam.

"Easier said than done," said Nezbitt. "Since my Sniper left the field, I am forced to choose a new recipient for my Chrome Armor ability. Thus, I will choose Machiner's Force."

"No way…" said Chelsea. "If Sam can't destroy that thing with effects…"

"She'll have to summon a Monster with more than 4,600 Attack Points to beat it!" exclaimed Erik. "It's just like Daala's strategy with her F.G.D.!"

"I set two cards facedown, and my turn is over," said Nezbitt.

Sam lifted an eyebrow as two facedown cards appeared in front of Nezbitt.

What the… she thought. He had me dead to rights, and he didn't attack?

He's up to something, and I don't think I'm gonna like it…

She drew a card.

She looked at it. It was Dark Ruler Ha Des.

Oh, I'm sorry, Ha Des… she thought. I can't summon you right now… You'd just be smashed flat by that thing…

"I move all my Monsters to Defense Mode," she said.

Archfiend Soldier, La Jinn, Opticlops, and the Bistro Butcher knelt and shielded themselves.

"Then I play a facedown, and another Monster in Defense Mode."

A facedown card appeared, and a fifth defensive Monster appeared.

"That's all for me."

0 0 0 0 0 0 0 0 0 0

In another room not far away, an indoor hurricane had started. A Labyrinth Tank exploded into scrap metal, and a squad of other Machines were blown back against the wall.

Adrian was behind his Cloudian – Eye of the Typhoon, holding off Nezbitt's troops as best he could. But for each one that went down, it seemed that three more took its place.

"BACK!" he screamed. "Back! I said back, you clattering, clanging collections of corroded junk!"

Then a spherical Machine flew at the Cloudian and latched onto its face.

"A Blast Sphere?" gasped Adrian. "That's… not good…"

He dove for cover as the Cloudian exploded.

His glasses fell off his face. The sound of broken glass told him that a lens had shattered.

"My glasses!" he shouted.

Then he heard the clicking of a weapon.

"I'll get new glasses…" he snarled, as he got up.

As he started to run, artillery fire from a Cannon Soldier and a Twinbarrel Dragon nicked his heels.

He ran through a doorway and hit the controls with his fist. The door slammed shut behind him.

He slumped down and took some deep breaths. He knew that the door wouldn't stop them for long.

"I hate Machines…" he moaned.

He growled.

"I hate Machines! I hate the service at the post office! I hate those little packages of mustard! The commercials they show in movie theaters! And all the popcorn they give you! Why the heck do they give you a tub of popcorn the size of a garbage pail? I can never possibly eat that much!"

He hit himself on the head.

"Control yourself, Adrian…" he muttered. "Don't go crazy…"

He looked at his deck. He had already used up half of it trying to fight them off.

"Okay Adrian…" he grumbled. "Time to wake up and smell the coffee burning… There is no way you are even going to get off of this floor by yourself, let alone all the way to the Master Programmer.

"And you can't save Echo if you get captured too…"

He sighed.

Even if he somehow managed to escape from Darkspire, then what? He had indeed intended to challenge Daala for the throne of Xanadu eventually, but it was obvious he would never get as close to Daala as he did to Yubel. Daala would clearly have a much stronger army protecting her if he even found a way into the Core…

"Father had another word of advice for getting ahead in business…" he mused. "Always know the value of alliances.

"Looks like it's time for this Gecko to change its colors…"

0 0 0 0 0 0 0 0 0 0

"I draw one card," said Nezbitt.

He drew. He looked at the card.

"I activate Pot of Avarice," he said.

He played the card, and the goofy jar appeared. Both Dark Mimics and all three Machiners slipped out of his discard slot.

"When you work with machines," he said, shuffling his deck, "recycling your materials is always an important skill."

He made two draws.

"Now, since Covington has served its purpose, I'll sacrifice him, to summon Machine King."

Covington vanished, and a far more familiar Machine Monster appeared. The King of Machines, a twenty-foot-tall robot with bulky limbs, a solid torso, and one red visor for eyes. (2,200/2,000)

"It gains 100 extra Attack Points for every Machine on the field," said Nezbitt.

(2,400/2,000)

"No big deal," said Sam.

"It will become a big deal soon," said Nezbitt. "You might be wondering about this clock. What ultimate purpose it serves…

"Well, a key part of my strategy is a Spell Card that I also used in Noah's world. This card was never distributed to the public. It was judged to be too powerful and unbalanced.

"Noah had no problem with me using it. He used several similar cards that he downloaded the information for, such as Deepest Impact and Giant Flood. Spell Cards that Pegasus had designed to combat the Egyptian God Cards if they ever threatened him…

"However, this card would not normally work in Xanadu. Actual dimensions of Duel Spirits have a natural way of keeping such unbalanced cards from working.

"In order to use this card, I needed to create a focus, a way of concentrating the Dark energy of Darkspire to a single point. So I built the Infernal Clock to do just that. The Infernal Clock focuses all the Dark energy to whatever spot in this Realm I desire, allowing the card to be used."

"Wait… one… minute…" said Yumi. "You mean to tell me… That you likely spent time, resources, manpower, and God knows what else on a massive construction project, and built this huge structure, all for the purpose of cheating in your duels and using a broken card?!"

"Yes," said Nezbitt. "And I'd like to know how you intend to stop me."

He placed the card in his Disk.

"I play it now… Fell the power of… Clockwork Night!"

The Spell Card appeared, and an ominous toll rang through the room. The Infernal Clock had just hit the hour, apparently…

"Clockwork Night has multiple effects," explained Nezbitt. "First, all Monsters on the field who are not Machines have their Type changed to such."

Sam gasped as her four Fiends all turned metallic, and their joints turned to mechanical hinges.

"Second," said Nezbitt, "all Monsters that have their Type changed this way lose 500 Attack Points."

La Jinn, Opticlops, and The Bistro Butcher fell to Attack Scores of 1,300, while Archfiend Soldier fell to 1,400.

"And third, for as long as this card is in play, all Monsters that are already Machines gain 500 Attack Points."

Machiner's Force grew to an Attack Score of 5,100, while Machine King grew to 2,900.

"Plus, with four more Machines on the field, Machine King grows stronger."

(3,300/2,000)

"I'm not done," he continued. "I play a second Double Summon. Now I can summon my Giga-Tech Wolf."

A Spell Card appeared, and another Monster materialized on the field. It was a large, mechanical wolf, with large fangs and multiple tails. (1,200/1,400) –) (1,700/1,400)

Machine King glowed with energy again. (3,400/2,000)

"Now, I'll activate my facedown card," said Nezbitt.

One of his facedown cards lifted.

"Rare Metalmorph. This makes my Machine King stronger yet. And it also gives it the ability to, just once, negate the effect of a Spell Card that targets it."

Machine King glowed with energy again. (3,900/2,000)

"Please tell me there isn't more to this…" muttered Sam.

"I'm afraid there is," said Nezbitt, as his other facedown card lifted. "I activate Final Attack Orders."

Sam gasped as all four of her face-up Monsters stood up into Attack Mode.

This is gonna sting… she thought.

"Machine King," ordered Nezbitt, "attack The Bistro Butcher."

A beam of pure energy blasted out of Machine King's chest plate, and The Bistro Butcher exploded. Sam screamed.

"Giga-Tech Wolf," he said, "attack her genie."

The mechanical wolf pounced, and La Jinn was blown to shards.

'Now, I'll pay 1,000 Life Points so my Machiner's Force can attack," he said. "Attack her Opticlops with scud missile barrage."

Machiner's Force blasted a rain of artillery from its rocket launchers, blowing Opticlops to particles and throwing Sam on her rump.

(S: 1,200) - - - - - - - - - - (N: 6,900)

Machine King fell to an Attack Score of 3,600.

"Sam!" shouted Erik. "Sam! Say something!"

"Something…" muttered Sam.

Gors bent down, and helped her to her feet.

"So this is how Kaiba's legacy ended up," said Nezbitt. "Maybe when I'm bored with you, I'll simply terminate you so that you can meet him in Hell."

Sam angrily glared at Nezbitt.

"My uncle helped protect the Mandate of Heaven…" she whispered. "He was entrusted with secrets that evil creatures wanted, that he swore to protect… He gave his life to protect them…

"My uncle is with God now, Nezbitt… I've never been more certain of something. But if it's the other place you're interested in, I'll be sure to give you a grand tour…"

"You cannot defeat me," said Nezbitt.

"Want a bet?" asked Sam.

Nezbitt paused.

"Actually…" he said, "I do…"

"Huh?" said Sam.

"Why not make a wager?" asked Nezbitt. "I recently acquired two powerful cards, but they aren't my style. You, on the other hand, have a card I could use.

"I'll wager those two cards on the results of this duel."

"And what would I have to wager?" asked Sam.

"Messenger of Hades – Gors," replied Nezbitt.

Sam paused. She looked at Gors.

"Go ahead, Sam," said the Fiend. "I have no doubt that you can beat this overgrown can opener."

"You sure you're okay with this?" asked Sam. "It's a risk…"

Gors chuckled.

"We're in Xanadu, Sam!" he laughed. "How is it different than any other time? We're both risking our necks with every duel."

"Good point…" muttered Sam.

"Besides," said the Messenger, "it might make things more interesting…"

"All right, Nezbitt…" said Sam. "It's a bet… And it's my move!"

She drew a card.

"I flip my Morphing Jar into Attack Mode," she said.

The card flipped up, and the laughing, one-eyed creature emerged from its ceramic vase. (700/600)

"Now, we must both ditch every card in our hands and draw five more."

"Fine," said Nezbitt. "It's like recharging a battery to me."

Sam discarded her four cards, and drew five. Nezbitt had no cards in his hand, so he simply made five draws.

Hey… thought Sam. I just drew the card that Joan gave me… Think I'll give him a go…

But first…

"My facedown card activates," she said. "I'll use my own Pot of Avarice."

The goofy jar appeared on her side of the field. La Jinn, The Bistro Butcher, Opticlops, Gaap the Divine Soldier, and The Masked Beast (the last two of which she discarded with Morphing Jar) slipped out of her discard slot. She reshuffled her deck, and made two draws.

Excellent, she thought.

"I play Monster Reborn!" she shouted. "And thanks to my Deck Lord, I get to break the rules regarding what Monsters I can summon with it."

The golden ankh appeared, and Dark Ruler Ha Des appeared in a burst of flame and smoke. (2,450/1,600)

"Since he's on the field, I can Special Summon this gal… Dark Queen Per Sephone!"

In another burst of smoke and flames, the fiendishly beautiful woman with wings and horns, and the same features of the duelist using her, appeared, crouching down and ready to pounce. (2,200/1,200)

"Next, I use her effect. I toss one card…"

She discarded Buster Thousand.

"And I get to summon someone else from my deck."

Winged Minion appeared in a small burst of smoke. (700/700)

"Is there a point to all this?" asked Nezbitt.

"There sure is," said Sam with a grin, holding up a card. "I play Mystical Space Typhoon! So say goodbye to your precious Clockwork Night!"

Nezbitt's optic sensors widened, as if in horror.

The cyclone tore across the field, and Clockwork Night exploded into black shards.

"Do you have any idea what you've done?" said Nezbitt, with an obvious tone of bile in his voice.

"Yes I have," said Sam. "I've taken your Machines down a notch."

Machiner's Force fell to its base Attack of 4,600, Machine King fell to 3,000, and Giga-Tech Wolf fell to 1,200.

"And my Archfiend Soldier is Fiend-Type again, so Machine King loses more power."

(2,900/2,000)

"It's still stronger than anything you have…" growled Nezbitt.

"We'll see," said Sam. "I sacrifice Morphing Jar and Archfiend Soldier…"

The two Monsters shattered into black shards. Then a bonfire appeared where they had been.

"To summon the ruler of the Fourth Circle, and a commander of eighty legions of devils… A Fiend who can't be happier fighting the demons of Chaos because he's been doing so for eons…

"Belial, Marquis of Darkness!"

A tall, intimidating figure stepped out of the flames. Although he was a Fiend, it was clear that he had once been a fallen angel. He had dark, feathered wings, and wore armor and a cape over a long toga. He had long, pale hair, and a dark halo. He held a long claymore made of black metal. (2,800/2,400)

"Yeah!" shouted Ren.

"Go, Belial!" cheered Chelsea.

"Next," continued Sam, "I'll activate Winged Minion's effect, sacrificing it to give Belial's scores a boost."

Winged Minion vanished, and Belial rose to (3,500/3,100)

"Ha Des…" shouted Sam, "attack Giga-Tech Wolf with Stygian blast!"

Ha Des blasted his dark flame, and Giga-Tech Wolf exploded into scrap.

"Ergh…" muttered Nezbitt.

"All right!" shouted Aster. "Now Machine King loses even more power!"

Machine King fell to (2,800/2,000)

"Belial," ordered Sam, "destroy Machine King with flaming sword of Phlegethos!"

Belial's sword erupted in flames, and he slashed at the King of Machines. Sparks flew from the wound, and the huge robot exploded.

"You're not gonna get away with this, you brat…" growled Nezbitt.

(S: 1,200) - - - - - - - - - - (N: 4,950)

"I set two cards facedown, and that will be all," said Sam. "By the way, Belial has a powerful effect. While he's on the field, you can't target any of my Monsters except him for attacks, card effects… basically, anything."

Nezbitt angrily drew a card.

"Who cares?" he said. "I still have Machiner's Force, and in case you forgot, my Chrome Armor ability protects it from being destroyed by your card effects. Whatever those two facedown cards are, they cannot destroy it.

"I'll pay 1,000 Life Points again. Machiner's Force, obliterate the Marquis of Darkness."

A barrage of missiles shot from the huge robot's cannons again. Strangely, Belial was unmoving as they honed in on him, and an explosion erupted around him…

Then Belial leapt out of the explosion, and made a savage slash at Machiner's Force. The giant mecha started to spark, and flames shot out of its armor. It crashed to the ground, and exploded into a burning wreck.

"WHAT?" shouted Nezbitt.

Then he noticed that Sam had activated one of her facedown cards.

"Shrink?!" he shouted.

"You said that my card effects couldn't destroy the Monster that Chrome Armor protected," chuckled Sam. "You didn't say my cards couldn't do anything else to them. My Quickplay cut its Attack Score in half, to 2,300, low enough for my Marquis to defeat."

(S: 1,200) - - - - - - - - - - (N: 2,750)

"Fortunately," sighed Yumi, "a Monster of a specific Attribute was not required to destroy Machiner's Force."

Nezbitt looked at the other cards in his hand.

"I set a Monster," he said, "and then play Swords of Revealing Light."

A facedown Monster appeared. Then he played a Spell Card, and a shimmering shower of swords rained down around Sam.

"That won't hold me for long," said Sam.

"I end my turn," said Nezbitt. "This duel is not over yet."

Sam drew a card.

"I play Pot of Greed," she said.

She played the card, and then drew twice.

She looked at the two cards.

"I'll set this, and that will be all," she said.

A facedown card appeared next to her other one.

"I draw," said Nezbitt.

He made a draw. He smiled inwardly as he looked at the Quickplay Spell.

"And here goes my Trap Card," said Sam. "Dust Tornado!"

Her facedown card lifted up, and the Swords shattered into particles.

"Very clever," said Nezbitt. "But I don't need the Swords any longer. I only needed to delay you for one round.

"I flip Mask of Darkness into Attack Mode."

His facedown Monster flipped up revealing a tattered, yellow mask, brittle and torn. (900/400)

"Uh oh…" said Aster. "Now he gets a Trap Card back from his Graveyard… And he hasn't used many…"

The Rare Metalmorph card slipped out of his discard slot, and he took it.

"Next," said Nezbitt, I sacrifice Mask of Darkness to summon Needle Burrower."

The Mask vanished, and a new Machine appeared. It looked more or less like a huge, mechanical scorpion with a nasty blade on its tail. (1,700/1,700)

"Okay…" muttered Chelsea. "If you need to sacrifice a Monster to summon something with only 1,700 Attack Points, it's gotta have a powerful effect."

"Indeed it does," replied Nezbitt. "If this Machine destroys a Monster via battle, the destroyed Monster's owner loses 500 Life Points times the destroyed Monster's Level."

"I see one thing wrong with that," said Sam. "You can only attack Belial, and your Needle Burrower isn't even close to being strong enough."

"We'll soon see," said Nezbitt. "I play Trap Booster. So I toss one card…"

He played the Spell Card, and discarded his Backup Soldier.

"…and I can activate Rare Metalmorph directly from my hand."

He played the card, and Needle Burrower rose to an Attack Score of 2,200.

"Still not strong enough," said Sam.

Nezbitt played another card.

"Limiter Removal?" shouted Sam.

Needle Burrower glowed with fiery energy, and rose to 4,400 Attack Points.

"Strong enough now?" asked Nezbitt.

"This is bad, people!" shouted Aster. "Belial is Level Eight! If this attack lands, Sam will lose… 4,900 Life Points total!"

"Exactly," said Nezbitt. "Attack the Marquis of Darkness."

"Well, I hate to do it…" muttered Sam, "but I gotta get rid of Belial…

"I activate Mystik Wok!"

Her facedown card lifted up.

"Now I get to sacrifice Belial, and gain 3,500 Life Points to buffer your attack!"

Belial vanished, and Sam glowed with energy.

(S: 4,700) - - - - - - - - - - (N: 2,750)

"How amusing…" said Nezbitt. "How utterly pointless. Now my Burrower is free to attack your Dark Ruler, and the result will be the same… Your Life Points will still be reduced to zero. And you have no facedown cards left.

"Attack the Dark Ruler Ha Des."

Sam braced herself, as Needle Burrower slashed at the Dark Ruler with its tail, and Ha Des burst in an explosion of soot and smoke. Then Sam screamed as the blade slashed across her torso and she fell on her behind again.

"Well," said Nezbitt, with a chuckle, "it was a good...

"Huh?"

(S: 1,700) - - - - - - - - - - (N: 2,750)

"This can't be…" he said.

Then he noticed that several small creatures were hanging in the air around Sam. Sam was panting for breath.

"Surprised?" asked Sam, as she panted for breath. "I had no facedown cards, but the last card in my hand was my Kuriboh. Yumi's grandfather had a lot of good ideas in his day…

"When your Needle Burrower attacked, it cost me 3,000 Life Points in effect damage… But thanks to Kuriboh, the actual battle damage was reduced to zero."

Nezbitt was speechless.

"Not much to say, huh?" asked Sam, as she got up. "You were so proud of your huge, powerful, unstoppable killing machine… And in the end, a little Kuriboh was your undoing.

"And given the look on your face, Chrome Armor does not prevent your Monster from being destroyed by the effect of your own cards, so when you end your turn, the side effect of Limiter Removal will send that thing packing."

"I end my turn," said Nezbitt.

Needle Burrower shattered into pixels.

Sam drew a card.

"Well, not the best…" she said. "But it will do. I summon Skull Knight #2."

She played the card, and the skeletal, scimitar-wielding Fiend appeared. (1,000/1,200)

You may have won this duel, Samantha, thought Nezbitt, but I'm not going to go offline just yet… I'll have the last laugh…

"Skull Knight… Per Sephone…" ordered Sam, "attack him directly!"

The two Fiends lunged at Nezbitt, and with a slash of a sword, and a claw, he fell over.

(S: 1,700) - - - - - - - - - - (N: 0)

Gors lifted his zanbatô, and Nezbitt screamed as his energy was drained. Then he shattered into dark shards.

"Chalk up another one…" muttered Sam.

Thunder rolled outside.

"Huh?" she said.

She saw two cards floating in mid-air where Nezbitt had fallen.

She walked up to them.

"Hey, Erik, c'mere," she said.

She took the cards as Erik walked up.

"He kept his side of the bargain," she said. "Hey, I remember hearing about these…"

She handed them to Erik.

"Well, they aren't my style either. Think you can use them?"

"Oh yeah…" said Erik, with a smirk.

Then Adrian rushed into the room. He punched the controls again, and the door slammed shut.

"Adrian?" asked Yumi.

Adrian stopped to catch his breath. Sweat ran down his face.

"You beat Nezbitt?" he asked.

"You bet," said Sam.

"Congratulations," said Adrian. "But unfortunately, you aren't done here."

"Guess again, Adrian," said Ren. "Nezbitt has been sent packing, so Joan will be taking over."

"You are all fools," snapped Adrian. "It isn't that easy in Darkspire. Nezbitt has not been 'sent packing', as you say. You were all played for chumps."

"What do you mean?" asked Yumi.

"Haven't you people seen enough movies to know that intelligent machines are almost impossible to control?" asked Adrian. "Machine Spirits are cold, remorseless, emotionless creatures. There's no way that one with Nezbitt's limited level of power could ever command an army of them without powerful supernatural help!

"Daala used some sort of magical power to build an… artifact of sorts. It's a kind of enchanted computer located underneath the Infernal Clock called the Master Programmer.

"It is what controls the Machine population of Xanadu. It's currently set so that all but a few that are capable of independence, the ones you've allied with, Aster, obey a Robotic Knight. And Daala has taken steps to assure that Nezbitt is the only Robotic Knight in Xanadu.

"You may have won the duel, but wherever he is now, so long as he doesn't leave Xanadu, Nezbitt still commands all of Daala's Machine forces. And he likely has already ordered the whole population of Darkspire to storm this fortress!"

Thunder rolled again.

"Omigod, what do we do?" gasped Chelsea. "Omigod, Omigod…"

"This is officially serious," said Ren. "Anything over two Omigods qualifies."

Adrian took some deep breaths.

"We have to reprogram the Master Programmer," he explained. "Change the Duel Spirit it recognizes as the master from Robotic Knight to Guardian Angel Joan. Then and only then will the Machines recognize her rule."

They heard a crash from down the hallway.

Erik activated his Disk and Toy Magician appeared.

"We'll have to smash our way through them then," he said.

Ren activated his, and Dark Blade appeared.

"Just show us the way," he said.

Adrian looked through a slot in the door.

"Oh… Crap…" he muttered.

"What?" shouted Yumi.

"We're in serious trouble…" replied Adrian. "It's worse than I thought."

"On a scale of one to ten?" asked Yumi.

"Try twelve," said Adrian. "Nezbitt has sent the front line of the Steel Legion, an elite fighting force of Machine Spirits programmed to both fight and duel. They were programmed to have no fear, and are completely without the concept of mercy.

"Their leader is the Perfect Machine King. He's the second-best duelist in Darkspire… Only Nezbitt is better."

"I assume this is the army that the Machiners were going to be assimilated into," asked Yumi.

"Uh huh," muttered Adrian, as he activated his Disk. "We have one chance… Perfect Machine King has one weakness… He has an incredible ego, and he's too proud to refuse a challenge. And if I beat him, the Legion may become confused for a little while. Only a little while, but it may buy you some time.

"GO!"

"Go where?" shouted Sam.

"Fifteen floors straight down!" yelled Adrian. "The password to access the Master Programmer is the name of a Spell Card, that's all I know.

"Once you've accessed it, you have to replace all the information on the card, Type, Attribute, everything, with those for Joan's card. The name of the card goes last. Do you hear me? Put the name of the card last."

"All right!" shouted Aster, holding up a card.

Toy Magician and Dark Blade vanished, and Destiny Hero Dreadguy appeared.

He roared, and grabbed a hunk of the floor, tearing a huge hole in it.

"Hey, Adrian," chuckled Chelsea. "I thought you said you didn't like playing the hero."

"Doesn't mean I don't know how," said Adrian. "Now vamoose."

The six duelists followed Dreadguy through the hole in the floor, as Adrian stood facing the door…

"Come on…" he goaded. "Come and get me, you big, rusty, son of a…"

He braced himself, as an explosion tore it open.

0 0 0 0 0 0 0 0 0 0

MACHINER'S SOLDIER (Monster Card)

Card Specs

Type: Machine/Effect
Attribute: Earth
Level: 4
ATK: 1,600
DEF: 1,500

Card Description: When this card is successfully Normal Summoned, Flip Summoned, or Special Summoned when you have no other Monsters on your side of the field, you may Special Summon one "Machiner's" Monster that is Level Four or less from your hand, except for a "Machiner's Soldier".

0 0 0 0 0 0 0 0 0 0

MACHINER'S SNIPER (Monster Card)

Card Specs

Type: Machine/Effect
Attribute: Earth
Level: 4
ATK: 1,800
DEF: 800

Card Description: When this card is face-up on your side of the field, your opponent cannot target "Machiner's" Monsters, except for "Machiner's Sniper"(s), for an attack.

0 0 0 0 0 0 0 0 0 0

MACHINER'S DEFENDER (Monster Card)

Card Specs

Type: Machine/Effect
Attribute: Earth
Level: 4
ATK: 1,200
DEF: 1,800

Card Description: Flip: Search your deck for one "General Commander Covington" and add it to your hand. Then reshuffle your deck.

0 0 0 0 0 0 0 0 0 0

GENERAL COMMANDER COVINGTON (Monster Card)

Card Specs

Type: Machine/Effect
Attribute: Earth
Level: 4
ATK: 1,000
DEF: 600

Card Description: When this card is face-up on your side of the field, you may offer one "Machiner's Soldier", one "Machiner's Sniper", and one "Machiner's Defender" as a Tribute to Special Summon one "Machiner's Force" from your hand or deck.

0 0 0 0 0 0 0 0 0 0

MACHINER'S FORCE (Monster Card)

Card Specs

Type: Machine/Effect
Attribute: Earth
Level: 10
ATK: 4,600
DEF: 4,100

Card Description: This card cannot be Normal Summoned or set. This card cannot be Special Summoned except by the effect of "General Commander Covington". You must pay 1,000 Life Points to attack with this card. You may offer this card as a Tribute to Special Summon one "Machiner's Soldier", one "Machiner's Sniper", and one "Machiner's Defender" from your Graveyard.

Note: "Machiner's Soldier", "Machiner's Sniper", "Machiner's Defender", "General Commander Covington", and "Machiner's Force" are Japanese promotional cards that have not yet been released in the United States.

0 0 0 0 0 0 0 0 0 0

CLOCKWORK NIGHT (Spell Card)

Continuous Spell

Image: The interior of a clock tower, full of gears, with the window to the outside showing the night sky.

Card Description: All non-Machine-Type Monsters currently face-up on the field when you play this card have their Types changed to Machine for as long as this card remains on the field (this card has no effect on Monsters summoned after it is played). Monsters that have their Types changed by this effect lose 500 Attack Points. Machine-Type Monsters currently face-up on the field, and all Machine-Type Monsters summoned while this card is in play gain 500 Attack Points while this card remains on the field.

Note: "Clockwork Night" was first used by Nezbitt in the original anime episode "Mechanical Mayhem (Part One)". Creative credit goes to the writers of that episode.

0 0 0 0 0 0 0 0 0 0

TRAP BOOSTER (Spell Card)

Quickplay Spell

Image: A bear trap with rockets on its hinges, flying forward.

Card Description: Discard one card from your hand. This turn, you can activate one Trap Card from your hand.

Note: "Trap Booster" was used by several characters in "Yu-Gi-Oh GX", originally by Zane in "The Demon". Creative credit goes to the writers.

0 0 0 0 0 0 0 0 0 0

Nezbitt's Deck Lord: "Robotic Knight": "Chrome Armor": Target one face-up Machine-Type Monster on the field. That Monster cannot be destroyed by the card effects of its controller's opponent. You may switch the target at any time during your turn. If the targeted Monster leaves the field, you must target another Machine-Type Monster to use this effect on. This effect is not optional, and must be used on an available face-up Machine-Type Monster if one exists on the field. (Greater Power)

0 0 0 0 0 0 0 0 0 0

Sam's Deck Lord: "Messenger of Hades – Gors": "Fiend Ambush": When you have no Monsters on your side of the field, and your opponent has at least one Monster on his side of the field, you may Special Summon a Fiend-Type Monster that is Level Four or less from your hand. (Intermediate Power) "Immortal Ruler": You may disregard the summoning restrictions for "Dark Ruler Ha Des" and Special Summon it from your Graveyard using the appropriate card. (Minor Power)

0 0 0 0 0 0 0 0 0 0

Coming up next:

Like the little guy in Berserk, our heroes have an army of robots after them, and their only hope for survival is to reach the Master Programmer and reprogram it. But they'll soon learn that the artifact has a powerful guardian, and to make things worse, it's someone they remember only too well. Who? I can't give away the name of the chapter, it would be giving away too much.

0 0 0 0 0 0 0 0 0 0

We interrupt this fanfic for a special announcement.

We have completed thirty-three chapters of "Soul of Silicon". According to my outline, that means we have reached the exact halfway point of this fanfic.

I announced a while ago that this would be my last foray into the realm of Yu-Gi-Oh fanfiction. My decision still stands… For now.

However, a lot of factors might change that decision.

A lot of readers are not happy with the idea of losing my writing. They express regret at the fact that I have decided to retire. One reader lamented about what he was going to read at work. I should have told him, he should be doing his work.

But anyway, there is another factor. I have been watching Yu-Gi-Oh 5D, and I have become very fond of it. I'll admit, it might be fun to write a fanfic set in the 5D world, and the thought of writing a duel where D-Wheels are used would be a new challenge, and possibly a good one.

Should I change my decision? I'm asking for feedback.

PM me with your opinions. If I receive enough support to eventually write a 5D fanfic after "Soul of Silicon" is finished, I might, just might decide to revoke my earlier decision and stay at it. I'm not promising anything yet, however. Let me know how you feel. If I feel there is proof enough that it's warranted, I won't quit yet.

And by the way… I'm still accepting votes in the poll that I announced last chapter. One candidate recently took the lead. Keep the votes coming, because it isn't over yet!