Greetings! Thanks to all who have reviewed or otherwise taken an interest in this story. This chapter is shorter than the last, but now you get to know what's going on. This is also where a lot of theory applies, theories that will probably be disproved in one way or another later, but oh well. It's another reason why it's considered AU.

Disclaimer: Nope, don't own . Headquarters would make such a cool secret base though.

EDIT: Italics fixed now.

Chapter 2: Under the Rose

"Then run."

"…What?"

"If you don't want to die, and you're not going to fight, then run," Kanda had said, still sitting on the bed next to Lavi. "You could use the hammer to leave the ship. It would buy you a few days time."

"I'm not gonna die, Yu," Lavi answered with a small smile.

"But the way you put it, it might as well be death."

Lavi had nothing to say, and his weak grin slipped away.

"Can you really help me...Yu?"

IIIIII

"Kanda! Kanda wake up!"

The dark-haired swordmaster opened his eyes to find a worried Lenalee hovering over him. Some loose strands of hair hung over her face, but most of it was still contained in her two pigtails.

"Are you okay?" she asked, looking relieved. "You got knocked out when you hit one of the trees."

He pushed himself up, and saw his long hair curtain both sides of his face. His own hair-tie had not been as sturdy as Lenalee's. He saw his breath turn white as he observed his surroundings.

The woods were freezing over, with a clear ice encrusting the ground, trees and roses. If it were not for the glowing leaves and flowers, the scene would have almost looked normal. The scent was still there, but most of the sweetness had been scorched out of it.

Kanda quietly admired the scenery for a moment. Then he felt the roses' fragrance curl up in his lungs like a snake, and remembered why he was here.

"Damn it…" he hissed, leering at his reflection in the thick clear ice. The ghostly fake glared back with just as much fury. "Damn it, damn it, damn it! That bastard!"

"Kanda, please!" Lenalee pleaded. "Don't be mad at Lavi. He's not himself right-"

"I'm not talking about him!" snapped the dark-eyed samurai, spitting out pale steam.

The female Exorcist's eyes broadened at his harsh snap.

"Kanda?" she asked. "What's going on? You've been acting…strange."

Kanda blinked, and turned his gaze to the side. Had he been acting strange? He felt strange, now that he thought about it. Then again, everything around them was strange too.

A large scarlet symbol formed on the ground several feet away from them, and yet another distorted serpent ripped its way through the ground. The icy spot where it had broke though was cloaked in white vapor. Its form was feeble, weakened by the cold.

"It doesn't make any difference now," answered Kanda, stroking the side of his blade and turning it from black to silver. "First Illusion! Hell's Insects!"

Most of the wraith bugs locked onto the snake and began to tear apart its fiery form, but one silvery stray went up through a patch of half-frozen vines and vanished from sight. Kanda thought little of it, until he heard screams coming from above.

The half-frozen vines squirmed until a white-haired boy with a red star mark over his eye came tumbling out, trying to pry the spirit creature off his leg. He landed in some bushes nearby, but quickly jumped out with a yelp as the plant began to shock him. He slipped on the ice, slid down toward the two astonished spectators, and fell face-first at their feet.

"Ow…" he moaned, the red-eyed insect attached to his leg disintegrating.

"Hello beansprout," Kanda greeted dryly, his eye twitching slightly. "Always the one to have a flashy entrance, I see."

"It was only because your stupid bug bit me!" protested the gray-eyed boy, glaring at the swordmaster as he pushed himself back onto his feet. "And my name's not beansprout, it's-"

"Allen!" Lenalee exclaimed, suddenly giving the white-haired boy a hug and causing him to yelp in surprise. "Thank God you're alright!"

"Well, alright is a loose way to put it…"

"Hmph," Kanda responded, Mugen still in hand. "I don't suppose that you could tell us why you were taking a nap up there all this time?"

"I wasn't-"

Allen's gray eyes suddenly blazed with panic.

"Lavi! Bookman-"

"Bookman?" asked Lenalee, her violet eyes narrowing.

"Bookman…he showed up while Lavi and I were on the path looking at all the roses," the white-haired Exorcist explained. "He and Lavi started talking, and Lavi seemed casual enough, but all of a sudden he attacked Bookman with his hammer and they got into a big fight."

Both Kanda and Lenalee looked surprised.

"Lavi started it?" asked the female Exorcist.

Kanda narrowed his eyes.

At least he fought back.

"Well, yeah, but…" Allen paused, looking to the side. "Anyway, I tried to break up the fight, but Lavi said it was either his life or Bookman's so he wouldn't stop. Said it was a Bookman thing and I should leave, otherwise my life might be at stake too."

"But why?" asked Lenalee. "Why would they try to take each other's lives?"

"That I still don't understand…but I thought maybe one of them…maybe one of them had become a Akuma somehow, so I checked them with my left eye, but both of them were still human. And then I got really scared, because I didn't want either of them to die. There were so many lost recently to that large Akuma attack…"

Lenalee looked down at the ground. Kanda leered at it.

"Then Lavi got struck by a bunch of Bookman's needles, and he fell down into the roses, while his hammer fell a few feet away and shrunk down to normal size. Bookman picked it up and put it in his coat, and then began walking to where Lavi was.

The samurai's mirror image on the ice leered back, its gaze colder than the tundra.

"I ran over to Lavi and yelled at Bookman to stop, but Bookman just kept walking toward us. His eyes were like ice. Then Lavi told me to get out while I still could, began yelling at me to run. But I couldn't leave him like that, not when Bookman looking so cold."

Kanda's grip on Mugen shook.

"Then all of a sudden Bookman was behind me, and he paralyzed me with his needles," Allen continued, his eyes frightened and distant. "He tossed me out into the road, and said he would deal with me in a little bit. He bent down into the roses and picked up Lavi by his hair. Lavi glared at him, told him to leave me out of it. And I couldn't do…anything…"

"Allen…" Lenalee breathed, hugging the gray-eyed boy's shivering body tighter while her own eyes spun with terror.

Kanda wondered vaguely if she remembered how Bookman had grabbed Lavi's hair when he had forced him to apologize to her. The shuddering in his hand had begun to infect his arm.

"Then Bookman…ripped of Lavi's headband, and pinned it on a tree with one of his needles…and then he said something…I dunno, something about how it was all because of him, and how he was going to punish him as well as us. Lavi just told him to leave him out of it too…But I have no idea…"

Kanda snarled.

He would like to see him try.

"And then…he gripped Lavi's forehead…hard…All of that time Lavi just glared at him…And green sparks…started crackling…from the hand…that he had on Lavi's forehead…

Allen started shivering violently.

"And then he broke his mind."

It had not been Allen that had spoken, but Kanda. The other two Exorcists turned to him with wide eyes.

"…Isn't that right…?" the samurai went on, looking behind him. "…Bookman?"

Allen and Lenalee followed Kanda's sharp gaze up to a thick branch high above them, where a panda-marked old man stood quietly.

"Well? Don't you have anything to say, Bookman?" Kanda spoke, his voice and breath frosty. "Or are you still pretending to be God?"

Bookman only narrowed his eyes and leapt onto the ground.

Allen pulled himself away from Lenalee's grasp, his gray eyes looking at the ice-covered earth.

"…Why?" he asked, his hands curling into fists. "Why did you do that to Lavi? He was your successor, wasn't he?"

Allen's left arm abruptly mutated into a giant clawed hand, its tough outer skin the color of ashes. Green fire erupted from his shoulder blade.

"…Allen?" Lenalee asked, though the frightened look in her eyes suggested she already knew the cursed-marked boy's motive for activating his Innocence.

With a bloodcurdling yell the white-haired Exorcist lunged for the silent scribe.

"Allen!"

"Why?!" he shouted, throwing swipe after swipe at Bookman, who easily dodged. "Why did you do that to Lavi?! Didn't you care about him?! What did he do to deserve getting his mind torn apart?! What does anybody do to deserve that?! Why, dammit, why?!"

Allen paused to catch his breath after frosted breath, while Bookman watched coolly.

"Why…why…"

"…It was because he was Bookman's successor," Kanda muttered, almost to himself.

"Huh?" questioned both Allen and Lenalee, turning her gazes toward Kanda.

"It's just part of the process to make Lavi a Bookman," he continued, not looking at Lenalee or Allen. "If he's allowed to keep any one identity too long, then he'll develop attachments to things and people around him. That would taint his perfectly unbiased judgment for recording unknown history, supposedly."

Kanda leered at the frozen ground. The shuddering in his arm would not cease.

"So every now and then Bookman clears out all the memories not essential to being a Bookman. At least that's what Lavi told me back then," he went on. "When he does erase the memories it breaks Lavi's mind, and Lavi becomes confused and loses all sense of reality for a while. Or, to put it into simpler terms, he goes insane."

The two younger Exorcists' eyes broadened.

"…That's…" Lenalee began, turning an angry eye toward Bookman. "How long have you been doing that to Lavi?"

Kanda coolly turned his eyes to the female Exorcist.

"That…is the wrong question to ask."

"Huh?" asked the violet-eyed girl, turning back to Kanda.

Kanda walked over to where Bookman was.

"Forty-nine."

"Huh?" Allen asked.

"Lavi has been to forty-nine wars, including this one," Kanda began, his white breath flowing like dragon's smoke. "For each of those wars he had a new name. The name Lavi just happens to be the newest of those names. Now why do you suppose he gets a new name each time he enters a new war?"

"Kanda…" Allen began. "You don't mean -"

"Yes," the dark-haired Exorcist interrupted. "For each new war he has to start with a clean slate. He might have formed some unnecessary opinions during the previous war. Isn't that right, Bookman?"

The elder only leered at him.

"But you've never tried to brainwash an Exorcist before, have you?" he asked, a venomous smirk slipping up his face. "You weren't expecting a forest to appear when you broke his mind, were you?"

Bookman closed his eyes.

"I still don't understand it," he admitted. "I had taken his hammer. It shouldn't have been able to do anything when it was isolated from its host."

"Tch," Kanda replied, his dark eyes still locked on Bookman. "Even an Equip-type Innocence like Lavi's had spiritual ties to its host, even if those ties aren't physical like a Parasitic type's. Just because you broke his mind doesn't mean you broke those ties. If anything, it strengthened those ties. Innocence is known to evolve when its host is great enough danger, after all."

He felt the corrupted fragrance of the burnt roses melt into his senses. The toxic grin slipped over Kanda's mouth further.

"You may have cut your puppet's strings, but he still moves," the dark-eyed samurai went on. "Now the Innocence has reacted to Lavi's shattered and confused thoughts and created this raging forest. You should be proud of his power."

His grin twisted into a snarl.

"You wouldn't hesitate to break any of our minds in the name of your secrecy, if Lavi's Innocence hadn't reacted so strongly to your attack," Kanda growled. "But this is not another mindless war. If this war is lost, there will be no more history for you to write."

Bookman said nothing.

"You say that Bookman aren't allowed to meddle in history. And yet by not acting your part as an Exorcist, a disciple of God, and injuring another, you not only meddle in the affairs of history, but in the affairs of God."

The samurai pointed his sword at Bookman.

"Well? Don't you have anything to say?"

The elder remained silent.

"Answer me!"

Bookman closed his eyes.

"…My punishment from God will arrive shortly," the old scribe spoke, still keeping his eyes closed.

"Hmm?" Kanda asked, the rose scent dispelling from his senses. "What do you mean?"

"My disciple…" Bookman began. "…will soon become Fallen."

"Fallen?" Kanda questioned, "What do you mean by Fallen?"

He heard a sharp gasp, and saw Lenalee shaking.

"No…he can't be…" she breathed, tottering forward. "It can't be true…Lavi…he…"

"What will happen to Lavi if he's Fallen?" asked Allen, looking frightened by the violet-eyed girl's reaction.

"He will turn into a monster and be consumed by his Innocence," replied Bookman, opening his eyes again.

Kanda's eyes widened.

"What?! Why would Lavi's Innocence try to destroy him?!" exclaimed Allen.

"Tch," Kanda growled, lowering his blade. "It's just a fancy term for Innocence gone berserk, isn't it? With its host now insane and unable to control it, the power of the Innocence keeps escalating. His mind won't be able to withstand that extra power, much less his body. Am I right, Bookman?"

The elderly scribe said nothing as he turned around.

"It won't be long until the Innocence's power reaches critical levels," Bookman stated, turning around. "You should get out while you still can. A Fallen's power is formidable, and I will only be able to hold him back for so long."

He summoned black needles to his fingertips.

"No!"

It was Lenalee that had spoken, her body still shaking but her eyes blazing. Bookman turned his head.

"We're not going to abandon him! We're going to save him! We're going to save Lavi!"

The panda-marked man closed his eyes.

"That is impossible."

"I don't care!" she screeched, stomping her foot and causing a whirlwind to spin around her. "I have to try, even if it kills me! Even if he kills me!"

"I won't turn my back on Lavi either!" echoed Allen, his clawed arm clenched into a fist. "Not after everything we've been through…I won't let it end like this!"

Kanda looked back at his fellow Exorcists, and then leered back at Bookman.

"Do you think that I'm going to stand by and let that idiot Fall for something that's not his blasted fault?"

Bookman sighed.

The forest air suddenly grew torrid, and the glow of the trees and roses intensified until the woods seemed little more than a green-and-red blur. The ice morphed into white steam that caused Kanda's hair to rise and hover.

"There isn't much time left," said Bookman. "We must hurry."

The pack of Exorcists dashed through the smeared forest of color and fragrance. Pillars of fire and ice began to erupt from the ground below, while lightning and scorching rain plummeted from the canopy above. Kanda soon found himself being overtaken by Lenalee.

"…You've…seen one before, haven't you?" he questioned. "Someone who has Fallen?"

The female Exorcist gave a stiff nod in reply, not looking at the dark-haired samurai.

Kanda did not pursue the subject. Any questions he had would probably be answered soon anyway.

IIIIII

Kanda was a pain in the butt to write in this part, since I was having trouble finding a good balance between his control and him being really pissed off. I hope he turned out right after all the tweaking. Bookman was difficult too. I have a feeling I've made him into too much of a diabolitcal bastard (being a Lavi fan who doesn't like to see him get knocked about on a regular basis, even if it is funny)

Okay, to clear things up, the whole 49 names and Bookman brainwashing thing is true (EDIT: Or not. Turns out to be a theory as well. This is what I get for not reading ahead myself and basing theories on rumors. I apologize. At least this is a AU fic already anyway.). Just about everything else here is theory, such as HOW Bookman does his brainwashing (from what I've heard the ability is only mentioned, not seen or explained in detail). To be honest, I'm not sure if Equip-types like Lavi can become Fallen or not (I've only seen it with Parasitic types) but I know there is SOME kind of connection there, otherwise he would not be able to wield Innocence at all. So I'm assuming that they can Fall, and if not...well, this is an AU fic, after all.

NEXT CHAPTER: A battle of the bodies...and the minds? What is Lavi's true power?

Cya!