A/N: Welcome remaining viewers, to the Second Chapter, I can't imagine many of you are left after what I did last chapter, but I wanted a full on dark revenge-bent overpowered Tooru so I wrote it. The darkness does not stop there though, it gets much worse down here… Remember, this is fully written, so unless you force Fanfiction to take down my story, I will upload it.

The next day, Tooru headed to the nurse office to go through his Sublimation Ceremony. When the additional Luciful was injected into him, he felt his body begin to heat up. His Blaze manifested on its own as the drug took effect. The veins of the weapon started to glow brighter and brighter as the Luciful merged with him. The heat soon subsided and Tooru regained his composure. He breathed heavily and clenched his fist, he felt the new power flowing through him and decided to test it out.

Looking out the window, Tooru saw the academy monorail leaving for the mainland. He decided to leave for his vacation early and jumped out the open window, he soared through the air and grabbed the top of the monorail window, swinging himself in with ease.

'So the extra shot of Luciful made me stronger and more agile… I wonder what else it did…'

The days passed silently and despite the heightened healing capabilities that came from being Exceeds, the entire class' injuries were excessively severe and the earliest one to fully recover was projected to be Tatsuno, even then it was going to take two months. Strangely, there had been no news on Tsukimi's condition. Golden Week ended and Tooru headed back to class. At his destination, he found himself in a room with a blond haired girl.

"I've been waiting for you, Kokonoe Tooru. My name is Lilith Bristol, and you shall be my Duo from today onwards."

At this point, Sakuya walked through the door.

"Ah, Kokonoe, I see you've already met your new Duo. Lilith here is a transfer student from England and will be your Duo from now on… That is, unless you have a problem with this?"

"Yeah, I do, I work alone, I don't need a partner pulling me down!"

"I'm sure you'll find that Lilith here is more than just your average Exceed, an Exception, you could say…"

"I doubt it would make much of a difference…"

"Arara, is Tooru already getting over confident because he managed to defeat a Level Three? Lilith is a Level Three too you know, I'm sure you wouldn't mind dueling her if you oppose it so much. If you win, then Lilith won't have to be your Duo, but if she wins, then I want no further objection from you.

"Fine, but at least tell me why you would even consider giving me a Duo, you know that I do better alone."

"Everything is in order to reach Absolute Duo."

"Keh, whatever. Where is this duel going to take place then?"

"I will tell you where soon. It will take place on Saturday, take the week off to train, well, not like there's a teacher anyway…"

Tooru took the week to recall the layout of the academy and practice with his new Blaze more. Sakuya had oddly not questioned him on the subject or about the annihilation of his class. On Friday night, after his shower, Tooru noticed a letter left on his night stand. He picked it up and scanned what was on it.

Tooru smirked as he read its content, it had told him to go to the running track tomorrow at dawn.

'So we will be fighting at the running track, I wonder if she's the one with that Rifle Blaze I've heard about… I'll be an interesting experience either way. I'd better get some sleep before the fight, I wouldn't want the fight to be close after all...'

Outside Tooru's window, a shadowy figure put his finger to his ear and activated his communicator.

"This is Agent K, there has been a new development…"

The next day came and Tooru headed to the track. When he got there, he saw that he was alone. Tooru looked around him for any signs of life when he suddenly felt a shift in the wind and jumped away. Looking back to where he was previously standing, Tooru saw a Blaze infused bullet hit the ground. It was only a second later that he heard the gunshot. Estimating the distance of the shot using the sound delay and bullet trajectory, Tooru looked towards the clock tower. Just as he had predicted, at the top of the tower, a person with blond hair and a rifle shaped object stood.

'That almost hit me, had I not sensed the shift in the wind caused by the bullet I would have been severely injured. That shot had managed to embed itself into solid concrete, I guess that's how strong her Blaze infused rounds are...'

Tooru ran for cover behind the stands and took a moment to analyse the situation. He peeked out from his cover, only to immediately pull his head back to avoid a shot.

'So this was what all those people felt like when I was up there… She's got a good reaction speed and aim, I'll give her that… Now, how do I counter this? Hmm...'

Tooru thought up a plan and manifested his Blaze, he put the gauntlets together and the shield formed, he stuck the shield out of the cover as a decoy. The shot was fired and it hit the shield, to avoid the knockback, Tooru decoupled the shield, demanifested it and re-manifested it instantly. He ran out and kept an eye on Lilith, bringing his shield up to protect himself from the Blaze bullets when he saw the gun recoil. He eventually reached his dorm building where the sniper battle began.

Tooru began the duel, firing a Twenty Caliber shot from his gun-claw, immediately going up to the second floor to fire another while Lilith dodged the first and set her sights on the window he had fired from first. The second Blaze imbued round caught Lilith off guard and she tried to block it with her Blaze. The bullet hit the stock of the rifle and cracked it slightly.

Lilith was not discouraged by it and immediately fired off three rounds in succession at Tooru before he could hide, the bullets only grazed Tooru marginally because she had little time to optimally aim and Tooru immediately retaliated with a volley of Ten Caliber bullets, the smaller rounds being more difficult to see, aimed to take her by surprise. As expected, the smaller projectiles had only barely been noticed by the blonde and one hit the barrel of her gun, causing a small dent, another hit her in the left arm, staggering her.

Without her arm to support the rifle, she could no longer aim her Blaze accurately. Tooru took the opportunity to blindly fire off a shot from the end of the building and quickly jumped into the bush below, utilizing it for stealth as he approached the clock tower. Unsurprisingly, he missed, but the shot got Lilith to aim her rifle with her still functional arm at the place where the shot was fired from and try to spot Tooru.

After searching for a while, Lilith gave up and relaxed her pose. She headed into the tower to rest, jumping off onto the balcony and into the building. Inside, she laid her Blaze down while she used the first aid kit that Sara had prepared for her in case something like this happened. She quickly bandaged the wound then reached for her rifle, only to grasp nothing.

Lilith looked towards where she left her Blaze and saw that it was no longer there, she quickly tried her best to assume a stance, drawing her pocket knife and flicking it open. She looked around, and with what little strength she had left, ran to the middle of the room.

'Where are you Tooru, you can't hide from me forever...'

"What's wrong Lilith? I'm sure that as a Level Three, you should be more than capable of taking me, a mere Level Two, down right? Surely your prowess in hand to hand combat must be exceptional as well right?"

Lilith honed her hunting instincts to try and pinpoint the source of the voice, tossing her pocket knife at the upper corner of the room. It flew into the darkness, but did not return.

"Good job finding out where I was, but you forget that I'm an Exceed as well, this level of attack won't even phase me."

They pocket knife flew straight back at her from the darkness as he finished his sentence, she immediately dodged to the left. In her attempt to dodge the projectile, she had fallen into Tooru's trap. With no control over her body in mid-air, she saw something shine from the darkness where Tooru was hiding and a bullet flew towards her landing point.

Time slowed as the bullet approached her, she recognized it as a bullet from her own rifle and refused to give Tooru the pleasure of killing her with her own weapon. Lilith forcefully jerked her right leg downward, dislocating it, but allowing her to dodge the projectile, landing and sliding to the wall. She got up slowly and looked back to the corner where Tooru was, but could not sense him.

"Wow… Not bad, Ojou-chan, you actually managed to dodge that, albeit at the cost of mobility, but that's besides the point."

Tooru jumped down from his hiding spot above her, causing Lilith to step back a bit. With her left arm and right leg injured, she was largely disabled and could barely stand. Just as she was about to concede defeat, a familiar voice called out to her.

"Ojou-sama!"

"Sara?"

"Oh this is getting interesting! The butler is coming to save her master."

Tooru pointed his Blazes at Sara and Lilith, firing a Ten Calibre shot at Sara, stopping her mid run and striking her in the foot. Sara tumbled from the hit and dropped her pistol onto the ground.

Tooru aimed his weapon at her and commanded her to pick up her weapon slowly.

"That's good, now aim it at Lilith…"

"But… I couldn't… I owe my life to her..."

"Then shoot yourself, I'll let her live if you do…"

Sara slowly brought the pistol to her head and put her finger on the trigger.

"Wait Sara no! Don't do it! There's no proof he is telling the truth!"

"At least this way there is a chance that you'll survive! He will probably kill us both if I don't!"

"Sara!"

She pulled the trigger and the shot was fired, going straight through her head and embedding itself into the wall. Sara's body went limp and she fell to the floor, blood pooling around her. Lilith slumped against the wall

"No… No… NOOOOO! Sara… Please just stop this… I promise I'll never cross your path again, just stop…"

Tooru approached Lilith and aimed her Blaze at her head.

"I know you won't, because you won't be alive to do it…"

He pulled the trigger and the shot was fired… As the bullet killed her off, the Blaze in Tooru's hand demanifested and he knew it was done… He walked away in silence as the two bodies continued to pool blood, heading to find Sakuya.

Tooru walked into her office and she raised an eyebrow.

"I assume you've won… I hope you left the area cleaner than last time? The clean up crew doesn't exactly appreciate what you're doing…"

"Enough games, I've fought and won, that is the important thing. I hope this is the last time I have to show you I work better alone…"

"Very well… You may leave, but you are to head to the colosseum next week, I've prepared something special for you…"

"I'll be waiting…"

Tooru left the office and headed to his room where he took time to rest before heading out to train.

Unbeknownst to him, on a hill outside the academy stood a man in power armor with binoculars observing his every move. He activated his communicator to report in.

"I'm afraid that Lilith Bristol has been terminated…"

"No matter, while it is most unfortunate to have lost such an interesting subject, Kokonoe Tooru is proving to be most intriguing… Were you able to assess his skill level?"

"From what I gathered, he is much stronger than a Level Three Exceed and was able to defeat one with relative ease despite being only a Level One. The transformation that he experienced at the beginning was unusual and seemed to boost his strength considerably. Lilith Bristol was a plaything to him once he attained Level Two… I fear he may evolve to be more dangerous than Blaze Diabolica herself…"

"That is quite a bold conclusion, but I see the reasoning behind it. He is indeed a frightening obstacle we must overcome… We will decide what to do with him in time, for now just proceed as planned."

"Understood."

While in town, Tooru had tested mainly his boosted agility and speed. This week, he set the goal of testing his strength and perception. In his training, he was able to lift a boulder with ease and as proven by his fight with Lilith, his senses were also sharpened, eliminating his peripheral vision and granting him a full hundred and twenty degrees of vision. Satisfied with what he had achieved, Tooru moved on to train his accuracy for the rest of the week and master control over his calibre setting.

When the time came, Tooru headed to the colosseum as ordered and entered to see a group of second years sparing. He looked up to see Sakuya in the emperor seat as she looked down on all the students sparing like the gladiators of old.

'Come to think of it, I've never seen her Blaze… It seems likely that she would have one, but what could it be? From her stature, I expect it would be a speed type like that girl Julie that I stayed with for a time...'

Sakuya then stood and began to address her students.

"Exceed! Today I present to you Kokonoe Tooru, the first year that has not only defeated all of his classmates, but also taken out two Level Threes with barely any effort. He is known for his ruthlessness, even going as far as to mentally abuse an innocent into killing herself in order to break his enemies. Today he shall be fighting all Thirty of you, should he defeat you, he shall advance a level and join your class. Well, assuming there is still a class to join that is…"

Tooru laughed maniacally and looked at the second years.

"Well well well, it would seem that things just got interesting… I accept your challenge Sakuya, you'd better keep your end of the deal when I win though…"

"You first year, don't get cocky just because you got lucky, you might be a Level Two now, but you're up against a bunch of Level Twos and Threes! We had the prodigy Tsukimi as our teacher you know?"

"You mean Tsukimi Rito? Usa-sensei? That weakling was dispatched by me weeks ago…"

"Wait… You can't mean…"

"Yes, I've defeated your precious prodigy teacher while I was a Level One."

"Who the heck are you… There's no way, she must have been holding back!"

"Let us begin this fight now shall we?"

"That is enough Kokonoe Tooru! The fight shall take place in the shopping mall, I shall not let you taint the campus further, the second years shall be given time to prepare. You are to make your way there after an hour."

"Very well, prepare yourself second years, for defeating you brings me one step closer to my goal, and I shall not let anyone stand between me and my revenge…"

Tooru walked out of the colosseum in silence, heading to the canteen to grab a meal before the fight. After some stretches, Tooru headed to the mall, arriving to see that the area had been plunged into complete darkness. Tooru was able to see relatively clearly in the darkness, his eyesight enhanced by the Luciful.

'I shouldn't take chances here, there are more of them and they are all Level Twos and Threes, I need to make sure they will not recover and interfere with the battle later on...'

The doors shut behind him and a whirling sound could be heard before a huge metal ball with a chain was thrown at him. After dodging the attack, Tooru immediately manifested his Blaze and used the claws to sever the chain. He was met with some initial resistance but easily cut through it in the end. The Blaze was destroyed and one student was incapacitated.

Slightly shocked at how skilled their opponent was, the second years decided against just swarming him and switched to their back-up plan. They switched on one of the lights in the distance, hoping to draw him towards it. Tooru played along and went towards it, carefully watching for shifts in the shadows.

Out of the corner of his vision. Tooru noticed a slight flicker and promptly set his weapon to Twenty-Five Calibres before firing at the target. The second year was caught off guard and could not dodge in time, he was hit squarely in the chest, disabling him permanently. His Duo quickly retreated into the darkness, afraid of receiving the same fate.

"What's wrong second years? Stop hiding in the shadows and actually try to face me won't you? I'm getting bored here…"

Tooru continued to walk into the light, once he was in the middle, a group of five students came out from the shadows trying to surround him. Tooru also heard two separate bowstrings fire off an arrow. He jumped into the air, narrowly avoiding the Blaze imbued arrows and fired off Ten Calibre shots at both the snipers. The bullets shot them in the heart, putting them out of commision. Tooru then extended his claws and jumped off one of their heads, slicing her shoulders as he took off. He span in mid-air, slashing at three more students before landing on top of the last one and stabbing his head.

The remaining four were wounded, but still stood to fight, Tooru raised his gun-claws and fired off a large volley of Ten Calibre bullets at them as they charged him, hitting them in the arms and legs. One of the second years took this opportunity to come at Tooru from the back, the surprise attack barely phased Tooru who just aimed one claw back and fired off a burst of Fifteen Calibre shots. The projectiles took down the assailant and the area grew quiet.

"Surely this is not the best you can offer second years, I've already defeated a third of you, I expected a tougher fight from yo-"

A pair of girls had fallen from the roof and started slicing at Tooru with their four blades. Tooru had honed his reaction speed over the years with military exercises and bullet catching, he easily managed to dodge or parry their strikes. However, Tooru's gun-claws were constantly forced to be aimed out of the sights of the girls, their strikes specially altered to make sure his weapon could not be used against them. They were also constantly moving and attacking from different directions, making it difficult to predict their attacks.

"Wow… This is really impressive, the two of you must be Level Threes, such synchronization with your attacks, there are barely any openings for me to counterattack with… Of course that isn't to say there aren't any…"

The two girls then went for him with all four blades at once, which was the opening Tooru was waiting for. He connected the gauntlets and manifested the shield, stopping all four swords. He then opened the slits in the shield and fired. The girls had no time to react to it and could only watch as the barrels fired off bullets straight at them. They both hit their targets and the girls fell back. Tooru decoupled his gauntlets and stood, looking around for his next challenger.

The second years were running out of options, they only had eighteen people left, with only six of them being Level Threes. It was beginning to look hopeless and some genuinely feared for their lives after witnessing what Tooru was capable of. He had insane speed and perception, which was further boosted by the Luciful. His Blaze was absurd, it provided simultaneous ranged and melee offensives along with interchangeable light and heavy defensives that still maintained ranged weapons. He seemed unkillable… The black flames and demonic glow of his Blaze made him seem like a monster straight out from hell that had come to claim their lives.

The lights were turned on and the remaining second years showed themselves.

"So you've finally decided to show yourselves? About time, now come and face me, I'll take you all on! I'll even give myself a handicap for you, I won't use my guns at all. How is it? Pretty good of an advantage isn't it?"

The second years rushed Tooru, coming from all sides whereas their last archer fired from the top floor. Tooru deflected the arrow with his claws and ran towards the left group, sliding on the ground at the last moment and slicing at their feet. Four students fell, their legs wounded heavily, from the slashes. Their Duos helped them back up, but they could only limp now.

Tooru used the momentum in his legs from the slide to helicopter himself back up, kicking a nearby Exceed into his classmate. They fell back and allowed Tooru to focus on the ones coming at him from the sides. He jumped backwards at the last moment, landing on the one he had kicked earlier, stabbing the claws into his sides before jumping off to avoid an attack.

WIth another of their comrades down, the second years stepped up their game and attacked more ferociously. The adrenaline pumping in their blood caused them to react faster, but more rashly, at times interfering with each other's attack and giving Tooru openings to attack them. The fight raged on and soon Tooru had defeated most of them. All that was left was the archer and three Level Threes, the others had been decimated by Tooru's claws.

The archer fired off another arrow at Tooru which he easily deflected in annoyance, deciding that he's had enough of the annoying projectiles, Tooru leapt up the floors toward the archer and sliced her head off before diving back down. He landed atop one of the bodies of the barely surviving students, stomping what remained of his life out of him. Tooru turned to face his last three opponents, They stepped back a bit as they met Tooru's gaze, afraid of what this demon of an Exceed was going to do to them.

The three second years felt cornered, they had lost Kaguya who was their tech expert and so could not unlock the doors to escape, they could only fight and hope to get lucky. The three tightened their grip on their weapons and prepared the assault. The three that were left were the best of their class, each with their own sets of outstanding strengths. One was a master at Kendo, another a master of Karate and the last, a master of Ninjutsu. They all received weapons suited to their skills, a sword, brass knuckles and a kunai.

The Kendo and Karate master charged first, being the more offense heavy ones. The Ninjutsu master threw down a smoke bomb and sped behind Tooru, intent on a quick victory, brought his kunai down on Tooru's neck. He was stopped short of his goal when Tooru suddenly threw his head back, giving him a black eye and bloodied nose. The two others attacked Tooru with all they had, trying their best to land even a single hit on him, the Ninja looked on as his friends fought the unkillable enemy.

He saw as they grew more and more tired, while Tooru was only slightly worn out. He panicked and did the one thing he should never have done, he ran. He ran straight for the exit, looking back only to see that Tooru had cut down the two. He knew the door was locked, but still he ran in the hopes he could break it open. He reached the door and started pounding on it and screaming.

"Help me! Someone out there let me out! It's a massacre in here! We're getting slaughtered! Please! It's Absolute Carnage!"

"Absolute Carnage… I like the sound of it…"

"Kokonoe! Please leave me alone! I surrender! You've already won, just let me go please!"

"Oh don't worry, I'll be sure to give you a quick death…"

"No please…"

The boy knelt down and cried as he gave up all hope of escaping death. Tooru set his weapon to Fifty Calibres, a setting he had not used yet, and fired. The bullet that erupted from the weapon was massive and killed him instantly on impact, shattering his skull and obliterating his brain, before coming out the other side and breaking through the reinforced door. Tooru walked through the opening the bullet had created and headed back to shower in his dorm, the fight had drenched him in blood and grime, along with some guts and bone shards.

He didn't bother taking off his clothes because of their state and just rinsed them along with himself, picking out the bones from his wounds. After the shower, he put on the spare set he had prepared earlier and headed to the canteen to get a bento. The meal allowed Tooru time to think.

'Was I really right in harming so many innocents? No, but I swore on that day that I would do anything to avenge her and so I will. I've trained for years to avenge Otoha and I won't let what's left of my humanity stand in the way of my goal… That's right, there is no point stopping to think about it now, I will have time to consider my action's consequences when he lies dead before me...'

With that thought, Tooru finished his meal and headed to see Sakuya. At the office, she said nothing and simply instructed the researchers to administer the Luciful boost before letting Tooru leave. The ceremony was similar to the last and he did not feel that much different than before. As he strolled through the hallway, he realized he could hear things more clearly. All of the previously unheard sounds were now audible to him and it felt strange… He continued down the hall and could smell the food in the canteen, which was on the other side of the building.

'So this is what being a Level Three feels like… I need to find a way to control these enhanced senses or I'll turn insane from the flood of information...'

Tooru reached his room and sat in his couch, the Fifty Calibre bullet had taken quite a bit of energy from him.

'I guess I wasn't exactly ready to handle that much power, but it should be fine now considering I've gotten twice as strong.'

It was going to be dark soon, so Tooru got up and made himself a cup of black coffee. The fight had taken some time and his clothes were as good as destroyed. He tried changing the mental settings on his heightened senses while he relaxed and managed to set them to an adequate level where things could be noticeably felt, but not to the point of annoyance.

Deciding he had reached a good balance, Tooru turned in for the night in order to recover the energy he lost. His sleep was not the best, he dreamed of him standing above his lifeless body, laughing and saying the line that Tooru loathed.

"You've died… Because you were weak! Hahahahaha…"

Tooru awoke with a start, his senses having gone haywire from the scare, after stabilizing himself, he noticed a shift outside his window and immediately manifested his Blaze.

"Blaze!"

Tooru threw open the window and saw a shadowy figure run off into the darkness. He fired off a salvo of Thirty Calibre rounds in an attempt to take down the intruder. Unfortunately, the recollection of the event had affected him more than he thought, causing his aim to be off, only hitting with a few off his projectiles.

When it became clear that the person had escaped, Tooru looked around a final time before closing the window and taking a seat back on the couch.

'I didn't think it would affect me this much… I need to hurry up and find him so I can finally put the situation to rest. I wonder who that person was, I definitely hit with my bullets so there is no reason why he could have not shown any reaction to getting shot, even with armor, the force would at least stagger him significantly… Either way, it's safe to assume he won't be back tonight...'

Tooru took some time to calm down and regain control over his emotions before heading to bed. The adrenaline took a while to dissipate, but once it did, Tooru began to relax and sleep.

Agent K was not having the best time, his target, Kokonoe Tooru had miraculously detected him in the dead of the night. He was lucky that he had his armor on for the mission, it had protected him from the Blaze imbued projectiles, but the armor was severely damaged. He had not anticipated such a powerful attack to come from a Blaze. K activated his communicator and reported to his boss.

"My deepest apologies, I was spotted during my observation of the target."

"Kokonoe Tooru is proving to be a treacherous foe indeed, did he retaliate?"

"Yes, he used his Blaze against me, I am largely unscathed, but the suit is in need of repairs."

"You mean to say he was able to penetrate the Unit? We had that tested against Exceeds and the other Level Threes were barely able to scratch it, what a fearsome adversary."

"I fear that Blaze Diabolica will use him against us when the time comes, we should find a way to eliminate him before he grows too powerful…"

"No, this is no longer under our jurisdiction, let the top brass know of your findings and return to base for now. I will need to work on improving your armor in the event you have to go up against him again."

"Understood."

A/N: I apologise if anyone who is afraid of such things is still here, but I did warn you beforehand to be fair. The next chapter will cover Episodes Seven to Nine, and it will be much worse than this, hopefully. There is a huge time skip between Episodes Six and Seven, but I'm not including that big of one. Be sure to check out my other stories, poll and review.