Disclaimer: I don't own Ultraman in any of his incarnations. Tsuburaya Does. They rock!

Ultraman The First Regenerate

Chapter 1

Valhalla Square is the very center of the country. It consisted of a huge park with a small lake, and was surrounded on all sides by stores, buildings, and malls. People from across the nation came here to shop and relax. However, on this day people were gathered for a different reason.

Minister Albert Warshaw, leader of Valhalla and representative of the Parliament of the URE, stood atop a podium on a stage built only three days previous. He raised a hand and spoke to the large crowds that had gathered for the speech, "My fellow citizens of Valhalla. When I was elected, it was because you thought I was someone who would do what was best for Valhalla. Today I stand before you to say that I have every intention of doing just that." This statement earned loud cheers from the crowds. after the cheers died down he continued, "For the last few years, the cruelty of the ruling government has become more severe. Taxes have gone up excessively. Police robots have become more volatile in their programming. The number of convictions without trials has grown to outlandish proportions. I tell you we will no longer stand for this. We shall be the first to rise up and say, We are tired! We are angry! We've taken all we can take and we cannot take any more!" The crowd once again took to cheering. "Today I stand before you, not as your minister to the URE, but as your president as we move into the future. As we move as Valhalla!"

The crowd cheered their hearts out. The neighboring cities cheered. The whole nation cheered. All except for one young man.

Usagi Shundo had grown quite a bit since moving to Valhalla ten years previous. He was now 16 years old, and had grown into a very hansom young man. He wore his black hair long and was actually quite tall and fit.

It was lunch time at Valhalla Union High, where Usagi went to school. Everyone was in the cafeteria, listening to the minister/president's speech. Usagi was standing to the side, waiting for the classes to start again. He was the only one in the lunch hall who hadn't cheered at the prospect of liberation. While he liked the idea of a free society, without the influence of the URE, he was never one to be optimistic, by nature.

He had every reason to be. Every time something good was supposed to happen in his life, things almost always turned for the worst. He and his family moved to Valhalla to avoid oppression from their home country, just when the oppression had started to spread to Valhalla. Then, one day, as his father headed off to work, he accidentally got caught up in a tax protest and as a result was thrown into jail without trial. It was hard for Usagi to be optimistic when disaster was always waiting around the corner.

"Usagi-chan!"

Usagi turned and saw his girlfriend, Erica, walking towards him. She was a beautiful girl with brown hair and eyes, and was at least half a foot shorter than him. He groaned at her pet-name for him. "Come on Erica-chan, don't call me that. My mom calls me that. I'm not a kid any more."

Erica smiled and said, "I happen to like calling you that. You made the choice to ask me out the first time, now you have to bear the consequences."

"But you aren't even Japanese."

"Well I can speak it just as well as you," She replied. Then she said in Japanese, "Wouldn't you agree?"

Usagi shrugged, surrendering. "Point made."

"Besides," she continued, "You should be excited. I mean we're free now. No more heavy taxes, no more oppression. Tonight they're going to release the people from the tax protest, that means your dad and my Uncle Carl are going to be released."

"Erica, you know it's not that simple," Usagi said sternly. "The URE isn't going to let us go that easily. They'll fight to keep us, and since they control the world, I'd say there's a good chance they'll win."

Erica narrowed her eyes and frowned at Usagi. "You always have to be the optimist," she said sarcastically.

"Just being a realist," Usagi sighed.

Erica walked up closer to Usagi, till her face was right in front of his. She smiled as she put her face right up to his and gave him a kiss right on the lips. Then pulled back and grinned, saying, "Well, it'll be fun while it lasts."

Usagi smiled back, something he rarely did without her there. He grabbed her around the waist and pulled her in for another kiss. As they kissed, he thought to himself, Even if this doesn't last, it will be worth it.

Usagi lived on the fourth floor of a fairly old apartment complex with his mother. It had been there since the early twenty-first century. His mother had to work two jobs to support them, a desk job and a housework job. Ever since Usagi's father had been arrested, life had been hard for them. But it seemed like that would change.

He entered his apartment, lugging his surprisingly light backpack. Teachers were so happy about the liberation they practically called a holiday. He only had to do basic calculus homework, then he had the rest of the night to do whatever.

His mother, Mizuki Shundo, a woman who had retained much of her natural beauty well into her forties, greeted him with a warm smile. "Welcome home Usagi-chan," she said, embracing him. "Isn't it wonderful?" She continued, "Today they're going to let out the prisoners from the tax protest. Tonight your father will finally come home."

"Yeah, I heard," He said happily. "It's hard to believe it's only been seven years since he was arrested. Erica Sanders' family is having a party for her Uncle Carl. I thought we could go too, show Tou-san a good time."

"That's a wonderful idea dear," She replied. "I'd tried to think of some way to celebrate his homecoming. I'm sure he'll be delighted."

Usagi smiled. He hadn't seen his mother this happy in years. "I'm glad you like it. Me and Erica were gonna head out and pick them up later today. Want to come?"

"No," She said. "I think I'll wait. I need to prepare for the party."

"Okay," Usagi said as he headed toward his room, "I'll do my homework and pick up Erica at seven."

Dan Shundo sat alone in the square prison cell. He was held by a magnetic force-field, as was every other prisoner. He pulled out a small gold locket that hung around his neck. Inside was a picture of him, Mizuki and a younger Usagi, having a picnic in the square. He hoped he would be able to do this again real soon.

"Dan Shundo?"

He looked up to see a guard standing outside his cell. He stood up and replied, "Yes?"

"It's nineteen-hundred hours," Said the guard. "Time to go."

The guard took a card from his pocket and touched it to a crystal panel on the left side of the cell. The panel flashed and the force-field dropped.

"Finally," Dan sighed. "Now I can go home after all these years."

"Wish I could go too," said the guard, "I have to work the night shift again. It sucks total ass."

Dan left the cell and was escorted to the entrance, where a mob of former prisoners impatiently waited to be let out. He filed through the crowd, wanting to be as close to the exit as possible.

"Hey Dan!" cried a familiar voice.

Dan turned and noticed a man filing through the mob towards him. He recognized him as Carl Marcus, whose niece was good friends with Usagi. They were both arrested during the protest, except Carl was there on purpose. they had talked during lunch and during recreational hours and were good friends.

"Carl!" He replied when he realized who it was. "How are you?"

"Good," Carl replied, exhausted. Moving through the crowd took a lot of effort. "You ready to leave this dump?"

"You know it," Replied Dan.

"Great!" Said the enthusiastic convict. "My sister and her family are holding a little shindig to welcome me back. Think maybe you and yours will join us?"

"Sure. After living in this hell-hole for seven years, it'll be good to get out."

"Don't I know it."

Then, very suddenly, the doors opened and daylight poured in.

V.I.C.T.O.R.Y. (Vigilance, Integrity, Compassion, Tech. Operation, Repel Yami. ((Darkness)) ((I know it's goofy but it's the best I could think up. )) ), the code name for the new Valhallan military force. The new V.I.C.T.O.R.Y. base had been built just that year. Inside his office, General Sean Nextel sat, looking over reports. Nextel was an experienced soldier and commander, and was very sturdy despite his advanced years.

Suddenly, Col. Mark Xander entered. Xander was young but very confident. He wore his blond hair long, but kept himself well attired at all times. "General," He said, saluting. "Sonar just picked up a U.R.E. Super-Heavy Drop Carrier headed toward the Valhallan capital."

The general looked up in concern. "Payload?"

"Scans say about five or six Gorgon Tanks, and one large mass we haven't been able to pin down." Xander gave the scans to Nextel as he spoke.

"Could it be some sort of bomb?" Asked the general with concern.

Xander shook his head. "Far too large to be any type of explosive missile."

Nextel stood up. "Colonel, mobilize the troops. Prep for combat. Looks like it's time to fight for our independence."

"Roger!"

Usagi and Erica pushed through the crowd of families after seeing the prison doors open. The inmates filed out, rushing to meet their families. The teens looked for their pick-ups.

"Usagi-kun!"

Usagi turned to see his dad, rushing up to him. "Tou-san!" He shouted back.

Father embraced son for a minuet. They released each other and found tears forming in each other's eyes.

"It's good to see you, Tou-san." Said Usagi happily.

"It's good to see you too, Usagi-kun," Replied his father, placing a hand on his head. "My god, how you've grown. When I saw you last you were a little kid. But now look at you." Then he turned to Erica, who was standing next to them. "And is this Erica Sanders? You seem to have grown quite a bit as well, in body and beauty."

"Arigato, Shundo-san," She replied, blushing.

"Actually, Dad…" Said Usagi, nervously. "Erica-chan and I… we're… well…"

"We're dating now," Erica cut in.

"Well," said Dan, a little surprised. "I must say I'm not that surprised. You two were really good friends since you were very young. It only figures that those feelings would bloom into something more."

"Hey!"

They looked toward the direction of the voice to see Uncle Carl. He was walking up to them. Erica couldn't help but run up and hug him. "Uncle!"

"Hey! It's great to see you too Erica," Carl said as he embraced his niece. He put her down and looked her over. "My God. For a second there I thought you were your ma. Since I've been gone seven years, I've missed out on watching you turn from a girl into a woman."

Erica blushed at her uncle's compliment.

"And Usagi," Carl continued, "you've become quite the man. And did I hear you two are dating now? That's great."

"Arigato, Marcus-san," Replied Usagi.

"Usagi-kun," Said Dan, "Is your Kaa-san here?"

"She's waiting back at home," replied Usagi. "She's getting ready to go to the party they're having for Mr. Marcus. We hoped you'd like to go."

"Yes, Carl told me about it," Dan said chuckling. "I guess we're all on the same wavelength."

"Excellent," replied Usagi. "The car's this way."

They all walked towards Usagi's car. They were about to get in when they heard the sound of massive engines. They looked up and watched as the SHD Carrier flew high overhead. From the sky dropped six Gorgons, carrier tanks which could carry up to twelve soldiers. They were named for the legendary snake-haired Gorgon of Greek mythology, which was said to be able to turn people to stone. These massive vehicles might as well have been Gorgons, for as soon as they landed (crushing several pedestrians) everyone froze in terror. Each sat on a road leading out of the area.

Usagi, Erica, Dan and Carl had moved into a crowd standing near one of the Gorgons. The machine opened up and let out a dozen robot soldiers carrying machine guns. The robots surround the crowd, as did the ones from the other Gorgons. One of the soldiers, marked with red paint, signifying leadership, moved around the frightened people. "People of the rouge nation Valhalla! We represent the United Regions of Earth Parliamentary Government. You have attempted to sever yourselves from the URE. This is an act of insurrection. Punishment must be instituted."

"It doesn't matter what you do!" Yelled a member of the crowd. "Valhalla will never rejoin the URE!"

In a manner most unlike a robot, the commanding machine laughed maniacally. Then it turned to the out speaker and said, "You misunderstand the situation, human. This isn't an act of war, IT'S AN EXTERMINATION!"

"What?" Everyone asked in turn.

The robot continued, "To show how serious we are, everyone in this area will be executed, as will some in the surrounding area if we're fortunate. Then your farce government will have seven hours to surrender or this whole nation will be wiped clean of human life."

"What the fuck?" replied another crowd member. "So, what? Are you just going to shoot us?"

"No," replied the machine. "We're merely the waiters, keeping you here for IT to feast on."

Almost on cue, the Drop Carrier flew over again. The load it let down this time was much bigger. It landed directly on the prison, as well as part of the neighboring structures, killing everyone inside. It was a large metal box, with holes on the sides. Loud and harsh breathing could be hear coming from within. Whatever was inside, it was massive, and hungry.

The metal cage broke open, destroying whatever remained of the structures near the prison. The creature inside stood up and looked about. It stood well over two-hundred feet tall. It resembled a dinosaur of the tyrannosaur persuasion. It's back was covered in pointed spikes across the tail and the top of the head. The beast roared at the crowd, showing it's curved teeth.

"Valhallans!" Announced the robot. "Meet the instrument of your demise! Mutant#747, the mighty Bemular!"

The terrible monster moved in on the crowd, preparing to grab it's first bite. Citizens ran in fear as the monster moved forward into the streets of the city. Some people were crushed under it's massive feet or it's tail. Others it simply scooped up in its mouth and ate. Suddenly, bullets flared across the mutant's hide.

"What?!?" Shouted the commanding robot.

Everyone looked in the sky as three Odins, V.I.C.T.O.R.Y.'s jet fighters, flew overhead. On the streets, behind the Gorgons, the Vikings, VICTORY's ground force tanks, moved in with soldiers holding flank.

From the tank nearest to the commanding machine came the voice of Captain Xander. "URE Forces, this is Captain Mark Xander of V.I.C.T.O.R.Y., the Valhallan military force! Leave our nation or be kicked out by force!"

"Fools," Replied the robot commander. "We are built for combat. We have no fear of death!"

Xander grinned as he shouted back, "Neither do we!"

A fierce conflict broke out. The VICTORY soldiers took on the URE robots on the ground, while the Odins and Vikings tried to hold back Bemular. Some of the civilians had managed to get out during the fighting. Usagi, Erica, Carl and Dan weren't so fortunate.

Usagi held Erica close as she shivered in terror, all of them hiding behind a piece of building wreckage made by Bemular. "Stay close, Erica-Chan," he said gently.

"Usagi-chan," she replied, her voice quivering.

Threw a window they saw the battle. Bullets and debris shot past as humans battled machines and machines battled the monster. Then suddenly, a robot soldier came up behind the four civilians and took aim at them. Carl, having been in a few fights in his day, ducked down. Usagi and Erica however were scared stiff. Seeing their hesitation, Dan pushed them to the ground, just as the robot pulled the trigger of it's rifle.

"Tou-san!" Usagi shouted, watching in horror as the bullets tore through his father.

Dan fell to the ground, bullet holes lacing his chest. The robot targeted the teens. But before it could fire, Usagi delivered a strong kick to its jaw, causing a malfunction. He knelt down next to his father, lifting him up.

(Author's note: The next bit of dialogue is actually in Japanese.)
Dan looked up at Usagi. "Son, are you alright?" He gasped.

"Yes." Usagi felt tears fall down his cheeks.

Dan coughed up blood as he continued. "Tell your mother, I love her."

"Yes, father," he answered, nearly weeping.

"I'm sorry, Usagi-kun…" With that, Dan fell limp, dying in his son's arms.
(Back to English.)

"Tou-san…" Usagi cried for his father. Tou-san, he thought. Why? He was a good man. He never did anything wrong. Why? Why? "Ahhh!" Suddenly, Usagi felt a burning in his chest. He looked down, but he hadn't been shot. What's happening? What's this burning I feel inside? What is it?

Usagi struggled with the strange burning. Meanwhile Erica, still dazed from the fall, stumbled around trying to reorient herself. But as she wandered, she didn't notice Bemular walking her way. Usagi looked up and saw the beast as it headed toward her.

Finally he couldn't take it any more and shouted, "Yamino!" Stop this!

Time seemed to freeze. Usagi looked around. He saw everyone in a frozen stance. Bullets and building debris hung in mid-air. Bemular stood stiffly above a cringing, but equally frozen Erica.

Usagi walked around, taking in his surroundings. "What the hell's going on?" He spun around, hoping someone would answer. "Am I dead?" He asked nervously.

"No."

Usagi turned towards the voice. A flash of light shone in the air. From the light walked a man.

"Not yet at any rate."

Usagi realized that he knew this man. He felt a long dormant memory float to the surface. And the first thing he remembered was a name. "Ultora Ma'un."

"Hello, Usagi," replied the alien. "It's been a while."

"I remember…" Usagi said, grabbing his head. "When I was a kid… that monster..."

"Yes," Ma'un continued. "I had to erase your memory of the event. It would have been too crippling. You needed to be able to move on with your life."

"But," Usagi continued, "during the fight… I remember a flash… A burning… What happened?"

Ultora Ma'un sighed, and said plainly, "You died."

Usagi stared, wide-eyed and silent.

"During my battle with the monster," Ma'un continued, "you were caught in the cross-fire. After destroying the monster, I mourned you're death. I decided to bond my life force with yours and resurrect you."

"And you've existed inside me ever since?"

"Yes. But I also knew that more monsters might appear. Those kinds of creatures don't just pop-up randomly."

Usagi gave a soft laugh. "Guess you were right. Now what can you do?"

Ultora Ma'un started to back up. "I'm trapped in this limbo. Here I can do nothing. But you, you can stop all this."

The teen looked at the human form alien in total shock. "Me?"

Ultora Ma'un shifted to his true form and continued, "My power and life force exist within you. You have the power to take my form and battle these beasts. What else you do with it is up to you, but I think you'll do the right thing." Ultora Ma'un extended his hand. A shot of light poured out of his hand. From it, a small, strangely shaped rod floated toward Usagi. "This is the Beta Capsule. It contains a spark of energy strong enough to transform you into a being with my form and power, but your heart and soul."

Usagi grasped the Capsule. He looked it over, then firmly gripped it.

"Good luck, Usagi-kun."

He raised the capsule above his head.

A flash of light filled the battle field. A red vortex of light appeared from nothing. From inside, a silver-armored being flew out. The transformed Usagi flew from the vortex and knocked back the massive Bemular.

Erica looked up and saw the silver and red figure stand above her. "My god."

Usagi looked down at her. Though he couldn't show it, he felt extremely relieved. Then he turned to his opponent. The giant reptilian creature let out a loud growl at him. Then the battle was set to begin.

From his command tank, Col. Xander watched as the giants faced off in awe.

One of his officers walked up to him. "Should we attack sir?" He asked.

"No," the Colonel replied. "Let the big dogs duke it out. We'll move in only if needed."

"Yes, sir."

The titans clashed. Usagi delivered kicks to the head and punches to the gut. Bemular mostly wrestled with the human/alien. It had never been prepped to battle an opponent hand to hand. It tried gouging the silver giant with its claws. At one point it charged toward Usagi, head-on, spikes at the ready. Like when he transformed, Usagi became a cloud of glowing dust. The beast charged right through the cloud, which reformed behind it. Using its confusion as a distraction, Usagi kicked the beast down. It tried to charge again. This time Usagi tripped it sending it head over heels. Usagi seemed fairly confident in his superior fighting abilities. Then he heard a strange, BEEP, BEEP, BEEP, BEEP…

He looked down to see the crystal on his chest flashing red. A beeping sound filled the air. Bemular charged again, this time hitting dead on. Usagi fell, feeling weak.

What's happening? He thought. Why am I so weak?

My body requires large amounts of light. Your atmosphere is too thick to support it. You can only last in this form for three Terran minutes. After one-and-a-half minutes, your Biotic Sensor will flash. And if it stops, you'll die.

Usagi nodded, taking in Ultora Ma'un's words. Bemular charged again. (What happens next is done very fast. Faster then you can read.) Usagi pulled his hand behind his head and formed an energy disk. In one swift movement, he elbowed it in the gut, slashed it across the chest, then grabbed it and hurled it over his shoulder and onto the ground.

The beast got up again, still ready to fight.

Sorry pal, Usagi thought, I don't have time for this.

Usagi thrust his arms to the left, then above his head. Light shone from the hands. Specium Slayer… He brought them down into position and let out the blast. …Light Stream! The rays collided with the beast, causing it to burn up and explode.

Down below, Erica stood in shock. Carl, who had also watched the battle, walked up to her as the silver giant moved toward them. The giant dissolved into shining dust again. The dust floated down and came together in the form of Usagi.

"Usagi!" Cried Erica as she ran up to her boyfriend.

Usagi fell to his knees. Tears were streaming down his eyes. Erica bent down and embraced him for the longest time. Carl stood and watched, until he noticed the sound of footsteps behind him. He turned to see Col. Xander, who had witnessed Usagi's shift to human form. He'd hoped to get some answers, but could see this wasn't the time.

Medical crews moved in to help the wounded and collect the dead. Usagi watched as they closed the body-bag of his father's corpse. He drew Erica close, giving both her and himself some comfort. Carl put hand on the boy's shoulder.

Xander walked up to the mourners. "I'm sorry for your loss," he said to Usagi. "I wanted to ask some questions. But, I think I'll wait a while, give you time to mourn."

"Arigato," the teen replied.

"As an added note, I wanted to say how grateful we are for what you did."

"No big."

Usagi, Erica and Carl began to walk away.

Then Xander stepped up and said, "Is there something I can call you by, next time we meet? Which I'm sure we will."

Usagi turned to the VICTORY officer and said, "My friends and loved ones call me Usagi Shundo. My enemies can call me… Ultraman."

He walked into his house to see his mother, sitting in a chair, crying. She ran up to him and the two held each other close.

Usagi sat on the overhang porch of his apartment. He'd stopped crying, but the pain lingered. He stared into space, just looking at stars.

"Usagi-kun."

He turned to the door to see Erica standing in it.

"What's with the –kun?" He asked. "I thought you liked calling me Usagi-chan."

Erica leaned on the balcony and continued, "Usagi-chan was a boy I grew up with. We played together in our childhood. We hung-out during middle school. Made-out during high school. You may look like him, but you're not. After all this, you've changed. I can see it in your eyes. You're stronger, serious. You're not a boy anymore. But, it's okay, because even if you're not Usagi-kun anymore, you'll always be Usagi. And I'll always love you."

"I love you too, Erica-chan." replied Usagi as they moved in to kiss. The kiss seemed to last a lifetime.

"So, 'Ultraman'. The war for earth has begun. Huh, huh, huh, huh!"

(Bwa-ha-ha... I hope you like my first chapter. I'm not going to say who it was that made the last little comment, you'll have to find out later. R&R! Arigato!)