Author's Notes: This is actually originally where a second story started. And, just a word of WARNING: There are a couple of pervert guys in this chapter. Don't say I didn't warn you.

Enjoy=)

Chapter Three - World So Cold

Alone. That was how Naomi chose to live now. She didn't need anyone but herself. Certainly she didn't need memories to haunt her, either, which was why when she turned her back on the world, she also turned her back on the warehouse she had called home for over a year. She turned to walk away, leaving her hopes and dreams behind in the ocean waves. She never thought to look back; she simply walked away.

One day faded into another as she wandered the endless streets of Satellite; the nights were spent sleeping wherever she could find a suitable enough space. She no longer wished to gaze up at the stars that were no longer visible through the smog. Naomi may have been alive, but she wasn't really living, only going through the motions of everyday life. There was nowhere for her to go, no one for her to turn to, and so she wandered day after day after day.

It was true that she had thought briefly of going to see this "Martha" character Jori had thought so highly of, but the thought never stayed long. After what Jori had done, could she trust anyone he'd known? Maybe they were all just like him, and Naomi refused to take that risk.

Alone. That's what she was now that almost two years had past since Ryan and Alex had been hauled off to the Facility.

Dusk was closing in, signaling the end of yet another day. She glanced in through the doorway of a rather dilapidated building: empty. 'Perfect place for the night,' she thought. 'No one else would ever want to stay in a place like this...' Stepping over a beam that had fallen in front of the doorway, she sought out a space to rest. After ducking under a second fallen beam, she instantly became suspicious at the wide open room before her. "That's strange..." she mumbled to herself. "I woulda thought the whole place was ready to collapse..."

"Yeah that's what a lot of people think," a rough tenor voice spoke from right behind her. She spun around, startled, to find herself face-to-face with a large, burly man with long back hair pulled back in a low pony-tail, wearing black jeans with a blue vest over a brown, sleeveless muscle shirt. He had a jagged criminal mark under his left eye. "That's what makes this an ideal hideout for me and my gang."

Out of the corner of her eye, Naomi spotted two other men dressed in similar fashion, one with dark blue hair and the other with sea-green hair; both had yellow markings under their eyes as well. As they began to close in, she could feel herself starting to panic. She started backing up, but her retreat was cut short as she backed into a forth man. Spinning around again, she found another criminal-marked face, this man having a head of fiery-red hair. She was trapped, and they knew it.

"Now then," the first spoke. "Shall we get down to business? You can come quietly, little lady, or we can take you by force; your choice."

"W - what do you mean?" Naomi stuttered; she already knew what they intended to do with her, but she had to stall until she could come up with a plan of escape.

All four men laughed. "So naive!" the leader cackled. "Ah, well, that just makes it all the more fun!"

"You stay away from me!"

"Yeah? And what are you gonna do if we don't? Fight us off?" He nodded to the others, signalling them to grab hold of her. The two to either side stepped out and grabbed her arms; Naomi struggled but they were much stronger than she. "You couldn't possibly take down all four of us, much less even one of us!"

"Then maybe you should give the lady a fair chance and pick on someone your own size, Katsu!" a baritone voice interrupted.

The leader - Katsu - spun around to face the owner of the voice, but he was mostly hidden by shadows. All Naomi could see of the man was his duel disk, light glinting off of it, and brown, calf-high boots with his blue jeans tucked into them. The black-haired leader, however, seemed to recognize the voice, and didn't appear to be at all happy to see him. "What do you want, punk?"

"Just what I said," the stranger replied, stepping out of the shadows. "A fair fight for the lady."

This boy, Naomi noted, didn't bare a criminal mark like the others, so he must have grown up in Satellite, like herself. His hair was black, like Katsu's, but his was spiky and sported yellow highlights as well; his black, sleeveless shirt had a red emblem on it that was partially covered by a brown vest. His sapphire eyes met her green ones for a brief moment before returning to the leader.

"So ya gonna let her go, or am I gonna have to defeat you in a duel?"

In response, Katsu crossed the room to make the field of play and inserted his deck into the duel disk on his right arm, activating it. "I've been waiting for an opportunity for a rematch with you, punk! And trust me, you won't be so lucky as to defeat me this time!"

"Then you won't object to a little 'condition'!" The raven-haired duelist produced a hook from - what seemed to Naomi - nowhere and threw it lasso-style, connecting his own duel disk to Katsu's.

Katsu growled. "Not this again!"

"What? Don't tell me you're afraid!" the other duelist mocked, narrowing his eyes. "Besides, you just told me you won't lose! But I guess if you want to back out..."

"I ain't backin' out-a nothin'!"

"Let's DUEL!" both called out, drawing their first hand. As they did so, the other three gang members moved off to the side, dragging Naomi with them.

"I'll start!" Katsu declared, drawing a card. "By sacrificing a monster from my hand, I can special summon Dark Warlock (ATT: 500, DEF: 2000) from my hand in Defense Mode! Normally, you can't inflict damage on the first turn, but thanks to my Warlock's special ability, when you have zero cards on your field, I can inflict 2000 points of direct damage to your Life Points!"

The stranger growled as his Life Points were cut in half before he'd been able to make even one move. "You've upped your game since last we met, Katsu."

The man laughed. "I end my turn with a face-down!"

"Then I draw! First I summon Speed Warrior (ATT: 900, DEF: 400) in Attack Mode! Thanks to his special ability, my Warrior's attack points double during the turn he's summoned! But don't think I'm done yet! Next I activate the Spell Card Defense By-Pass! When the only monsters on your field are in Defense Position, I can attack you directly! Go, Speed Warrior!"

Naomi had to admit she was impressed by this stranger's dueling; in one turn he'd easily managed to even the playing field. Now he had only 200 less Life Points then Katsu. Maybe - just maybe - he really could get her out of this mess.

"I end my turn with a two face-downs!"

Katsu growled. "I draw! And now I summon Crawling Dragon (ATT: 1600, DEF: 1400) to the field! My Dragon has more than enough power to take out your Warrior! ATTACK!"

"That may be true, but Speed Warrior's not going anywhere thanks to Scrap-Iron Scarecrow, which negates your attack! Then I'm allowed to place it face-down again for use later."

"I end my turn," Katsu growled.

"My move, then," the stranger declared, drawing from his deck with a slight flourish. "By sending Shield Warrior (ATT: 800, DEF: 1600) from my hand to my Graveyard, I am able to summon Turret Warrior (ATT: 1200, DEF: 2000) to my field. And thanks to his ability, he gains attack points equal to the sacrificed monster's attack points, giving him an 800-point boost! Now, Turret Warrior, take out his Crawling Dragon!"

Katsu's Life Points dropped to 1800. "My move, then! I activate Call of the Haunted from my hand to resurrect the monster I sacrificed on my first turn: Fire Lord (ATT: 2000, DEF: 1600)! Fire Lord, destroy his Speed Warrior!"

Everyone, including Katsu, was surprised when the stranger didn't activate Scrap-Iron Scarecrow. Instead, he took the hit, knocking his Life Points down to 900. 'Or maybe he won't be getting me out of here...' Naomi thought dismally.

"Hey, thanks," he said, smirking. "Since you destroyed a monster on my field, I can activate Zero Destruction, which allows me to destroy the monster that just attacked. Fortunately for you, no damage is dealt."

Katsu didn't look happy; though he still had more Life Points, he now didn't have any defense against an attack. But the best thing, Naomi observed, was the fact that the two goons holding her were so involved in the duel that they had let their grip on her loosen. And she took advantage of that fact. Without warning, she twisted free of their grasp. Unfortunately, she had only taken about two steps before tripping over a foot intentionally placed in her path. She was sent sprawling to the floor, a gash cut into her arm from a broken shard of glass as she hit the concrete.

The red-haired man pulled Naomi to her feet, a knife at her throat. "Don't make any sudden moves, and you won't get hurt!" he spat.

At the commotion, Katsu and the stranger turned their attention to the scuffle. Katsu growled, "As soon as this duel is over, I'm gonna be taming that dame!"

"You won't be 'taming' anyone, Katsu!" the stranger retorted. To Naomi he spoke more gently, though just as confidently: "Don't worry; I'm gonna win this and get you out of here!"

Katsu chuckled inwardly. 'Fool!' he thought. 'Even if you win, punk, neither one of you is gonna leave here alive!' Returning his attention to the duel at hand, he said, "I end my turn."

"Good," the stranger smiled. "Then I summon Nitro Synchron (ATT: 300, DEF: 100) to the field; but he won't be staying for long! I now tune my level two Nitro Synchron with my level five Turret Warrior to bring out Nitro Warrior (ATT: 2800, DEF: 1800)! Say 'sayonara' to your last 1800 Life Points and this duel! Go, Nitro Warrior!" Katsu's Life Points dropped to zero, ending the duel and destroying Katsu's duel disk. "Now, let the girl go, just like we agreed."

Katsu laughed. "I said I was gonna tame that dame, punk, and I meant it! Did you really think I'd be stupid enough to let a catch like that get away from me?"

"She's not an object for you to do with what you want, Katsu," the stranger fought back. "Now, let her go!"

Katsu moved in front of Naomi who was still in the grasp of his red-haired minion. The black-haired leader pulled out a knife he had kept concealed under his clothing until now. "You want her? Then let's go, punk!"

The stranger also pulled out a concealed knife. "I should have known you wouldn't keep your word! Fine; dueling isn't the only way I know how to fight."

"Just go! I'm not worth it!" Naomi cried out. As much as she hated the thought of him leaving her alone with these thugs, she didn't want to see him hurt because of her either. More than anything, she didn't want a horrid, bloody memory of someone trying and failing to save her in her head.

"Don't worry about me," he responded calmly. "I told you I would get you out of here, and I fully intend to keep that promise!"

"YAAAAHHH!" Katsu rushed forward, making a motion to slash at the stranger's chest. The stranger dodged Katsu's blade and, at the same time, grabbed the hand that held his opponent's knife, twisting it around so the other man's hand was forced upward to his own shoulder blades. Unable to grasp his knife, it fell to the floor as the stranger held his own weapon to Katsu's throat.

"Alright!" Katsu gasped. "ALRIGHT!" The stranger loosened his grip ever-so slightly. "Let the girl go!" the leader gasped. "Now!" Reluctantly the red-head released her, and Naomi stumbled forward a few steps, amazed that this stranger would go to such lengths to rescue her.

"Get out of here," the stranger spoke to her. "I'll follow as soon as I know you're safe."

Naomi hesitated for only a moment before turning and ducking under a beam, immediately disappearing from sight. When she stepped outside, the last few rays of the setting sun still cast a red light over the Satellite. She could have walked away right then and there, but there was something she had to find out first. A moment later the raven-haired stranger stepped out of the doorway into the street.

"Why?" she asked boldly. "Why did you do that?"

"Do what?" he asked in response, stowing his blade. "Stand up for you? I can't stand to see people bullied, pushed around, or taken advantage of."

"Oh. Well." She shifted awkwardly, looking anywhere but at the stranger. "Thank you." Naomi turned and started to walk away.

"Hey, wait a second!" She stopped but didn't turn. "What were you doing in there anyway?" Silence. He came up behind her, studying her intently. "And what happened to your arm?" he added, noticing the streak of crimson blood.

"That must have happened when I fell in there."

"Well, here; let me see." He gently took her fore-arm in his hands; it was almost a surprise to Naomi that they were warm. She had gone so long without any physical contact that she'd nearly forgotten. He was such a mystery to her; this man knew nothing about her yet he had risked himself to help her. He knew how to fight with a knife, yet handled her arm so gently. Still she found herself pulling away from him.

"Look, I don't need you," she spoke bitterly.

The stranger raised an eyebrow. "Oh, really?"

Naomi knew the implication behind his words, and she wouldn't deny that she would have been history if he hadn't come along when he did. She averted her eyes downward at her black converse, defeated.

"C'mon. I'll have that fixed up in no time."

Sitting on a pair of old wooden crates, Naomi watched as the stranger first cleaned the cut on her arm and then bandaged it with gauze and white medical tape. Neither had said a word since they'd arrived at the old apartment building, but now the stranger broke the silence.

"So are you gonna answer my question?"

She looked up at him startled and confused. "Huh?"

"You know, about going in that building alone."

Turning her head away, she stared out the window silently. She heard the first-aid kit click shut and stranger rise from his position on the other crate. "Do I even get a name?" he asked as he replaced the kit on a shelf across the room. Again he was answered by silence. He sighed; Naomi couldn't tell if he was angry or bewildered by her continued stubbornness to not answer him.

After a moment she asked, "So is this where you live or something?" To be honest, she didn't expect him to answer since she had given no reply to his questions, but once again, he surprised her.

"Not anymore," he replied as he sat back down again with a sigh. "I live in an old subway station now, but a few friends and I stayed here for about a year. What about you?" Once again her only answer was silence. She didn't need him to know anything about her and answering that question was far more than anyone needed to know. But somehow he already had her figured out.

"You're a wanderer, then," he stated as though someone had told him already. She turned back, startled that he'd guessed. He must have been able to read her expression because he explained: "I had a hunch when you wouldn't answer my question. That and you wandered unknowingly into the hideout of a rough and rather perverted duel gang. I though when we had taken them out a few months ago that they were gone for good; I guess not." He stood to his feet again.

"Wait," Naomi spoke. "What do you mean you 'took them out'?"

"This building was the headquarters of our duel gang, The Enforcers. Our goal was to make Satellite a safe place to live by eliminating the other duel gangs that were terrorizing people. We managed to take them all out, but I guess Katsu managed to fix his duel disk and gain some followers again."

"So that's what he meant..." Naomi let her sentence trail off. This guy was really something else... "So what happened that you don't live here anymore?"

"We fell apart about a month ago." He spoke as if the memory hurt him; Naomi knew exactly how that felt. "One of our members got carried away, and that was the end of it." He paused; when he continued, he'd changed the subject: "I'd better get back before my friends start to worry, but you're welcome to stay here as long as you like." He started to leave, but stopped in the doorway for a moment. "If you ever need anything, it's the old subway on Dark Avenue. Just ask for 'Yusei Fudo'." Then he was gone.

'Yusei, huh?' she thought. 'That name sounds familiar... Of course! That was the name of one of the boys Mieke was always talking about... He was also a friend of.. Jori's...' A friend of Jori's, yet he'd been so kind to her... No. Jori had been kind to her once, too, but that didn't mean she ever should have trusted him. This 'Yusei' character could end up being just the same. And tomorrow, she determined, she would get the truth from him about why he had helped her.

As Naomi strode down Dark Avenue the next morning, she had to wonder about this guy. She wasn't even willing to tell him her name, but he had divulged where he was staying anyway. Either this guy was just plain stupid, or he really believed in helping people and trust. The only thing trust had ever gotten her was betrayal. She didn't understand how he could possibly be so open to her.

The old subway station loomed up ahead; it appeared to be completely deserted. Had he lied to her? There was only one way to find out, so she continued on down the steps into the darkness. Looking around at the bottom, she couldn't see any sign of life anywhere in the darkness.

'I knew it!' she thought, anger boiling up inside of her. 'He's just like everyone else!'

She turned to go back up, but stopped short when she heard voices coming her way. The first one had a bit of a nasally tone: "All I'm saying, Blitz, is that I don't think it's a very smart idea!" Naomi turned towards the voices as the second continued the conversation. "Give me one good reason why, Nervin. And it can't be 'because I have a bad feeling about this!'" It was then that the two became visible in the light streaming down the stairway. Both were tall, but one was lanky with navy blue hair pulled back in a pony-tail and spectacles, while the other was more muscular and wore a blue bandanna over his short, brown hair.

"Oh. My," stated the first voice as he caught sight of her; it belonged to the blue-haired man.

"What have we here," the second murmured.

Naomi swallowed hard. While the one didn't look so tough, his companion was quite a bit more threatening. Had she walked straight into a trap? "I - I'm hear to see Yusei," she stuttered, panic rising in her throat.

The brown-haired one, Blitz, glanced over to his friend, the one called Nervin, and raised an eyebrow. "You must be the damsel-in-distress Yus' was tellin' us about last night," Blitz stated. "C'mon; we'll take you to him."

"I think I'll stay right here, thank you." She didn't trust these two anymore than she trusted this 'Yusei' fellow.

"Suit yourself," Blitz replied as he turned and started back the way he'd come. "I'll be right back, then, but he ain't gonna be happy I don't think."

Nervin rolled his eyes. "Yusei's not the type to get mad over being interrupted. Blitz is just being over-dramatic." He turned and followed the other man back into the darkness as Naomi wondered how in the world they could manage to get around down here without any lights.

Naomi sat down on the steps to wait, but it only took a moment for Yusei to appear. "What can I do for you?" he asked kindly.

As she gazed into his gentle, blue eyes she could almost believe she could trust him. But standing back up, she steeled herself, forced herself to remain strong. "Why did you help me yesterday?" she asked in an icy tone.

"What?" he responded, surprised. "I already told you - "

"What was your motive? To make yourself look good? To get something out of it? What is it? And don't you dare lie to me!"

"I wasn't lying last night!"

"I bet you put them up to it, didn't you? I mean how else would you know to be around there if you hadn't set it up?"

"WHAT? Now, hold on - "

"I want the truth!"

"Well, I'd love to explain what I was doing there, but you keep interrupting me before I have the chance!"

Naomi crossed her arms in front of her. "I'm waiting."

"I went for walk last night and - "

"Likely story!"

"I thought you were going to let me explain?"

"Fine. Explain."

Yusei sighed, attempting to calm himself back down; never had he met anyone who could ruffle his feathers like this girl could, although after everything that had happened lately causing him to loose his cool wasn't as difficult of a feat as normal. In a softer, gentler voice he continued: "I've had a lot on my mind lately, and I just needed to get out for awhile. I heard you call out 'stay away from me' so I figured someone was in trouble and went to investigate. When I saw you with Katsu and his gang, I couldn't just leave you to be fed to the wolves. But I told you that yesterday, so if you wouldn't mind explaining what this is all about, if would surely be appreciated."

Naomi was silent, averting her eyes. He seemed so sincere is was almost impossible not to trust his words. How could she explain why she didn't trust him without going into her painful past?

"The silence game again, huh?" he asked after a moment, crossing his arms in front of him. "Ya know, I get the feeling that you don't trust me."

"I don't trust you or anyone else, Yusei Fudo." Though her tone was cold and unfeeling, she was surprised he could read her so well. How did he do it? The last person who could tell her hidden emotions had been - No! Now was not the time to be thinking about Jori! ...Too Late... Naomi couldn't stop her stony countenance from crumbling into a look of sorrow, anger, and rejection all at once. She turned her back to the raven-haired teen. "I'm sorry," she whispered. "I'll go now... I won't ever bother you again."

"Wait!" He reached out a hand and gently grabbed her shoulder. "Please. I'm the one who should be apologizing. Thing's have been tense lately, but I had no right to snap. Please believe me when I say I just want to help."

"Yeah, well, you can't help so there's not point in trying."

"You don't know that."

"Yes. I do." Naomi shrugged out from under his hand that had still been resting on her shoulder. She started up the steps again.

"Won't you at least let me try?"

Naomi stopped, sighing with impatience. "I gave up on everyone and everything a long time ago. In a world so cold, you can't trust anyone. So why don't you just give up, like I have?"

"I guess it's not in me to give up."

"Fine; how 'bout a duel to decide then? I win, and you leave me alone; I lose, and I'll tell you anything you want to know about me. Deal?"

"Let's do this. But just one thing."

"What?" she asked through gritted teeth.

"Do I at least get the name of my opponent?"

"Naomi."

"Alright, Naomi, let's go up to the street; there's more space up there."

"Whatever." She followed Yusei up the stairs, out of the subway station, and into the street. He went to the right; she, to the left.

"Let's DUEL!"

Author's Notes: SURPRISE! Haha, weren't expecting that, were ya? ;) ...Or maybe you were. I don't know. Anyway, as always, Reviews=Happy Writer=Next Chapter ^_^