DISCLAIMER: I don't own D. Gray-man D:

A/N: The second chapter. Thanks to the reviewers, particularly ritachi. Your review was a monster! (but a good one, like King Kong. Or something.) Anyways, hope you all enjoy:

Allen woke up slowly, the lulling sound of rain pattering against the roof making it hard not to just fall back to sleep. With great effort he sat up, and after a moment of disorientation remembered that he was sleeping in the room that he had found his clothes in yesterday. In the far right corner of the room the roof had caved in slightly, sending a steady stream of rain dripping down onto the thin carpet. To his left Tim was curled up on the pillow beside him, wings tucked in and tail coiled around his small body as though he were a cat.

Smiling, Allen gave the golem a pet on the head before throwing off the warm duvet and running over to the chair to the left of the bed where he had slung his clothes the night before, getting dressed before the chill of the morning air could get to him too badly. It was nearing winter again, but at least he could spend this one with a warm bed and company (however strange and eccentric said company was.) The thick black trench coat was also a blessing.

Rubbing sleep out of his eyes, Allen made a beeline for the kitchen, followed by Timcanpy. He opened up the Blessed Cupboard (his private name for the cupboard with edible food in it) and took down a jar of pears to have for breakfast. He then made his way to the dining room on the first floor; eating in a kitchen decorated by mould and reeking like a garbage heap didn't do much for his appetite.

He was greeted by an enthusiastic Rebecca (restless after spending the whole night with no-one to talk to, as akuma didn't need to sleep), who gave him a hug and ruffled up his clean hair, the uneven spikes wild after her rough treatment. It wasn't very easy to get a good haircut when you did it yourself using a kitchen knife, but because Allen was unused to long hair it kept getting in his way when he was fighting, such an attribute not fitting well with his acrobatics. He really didn't know how Kanda put up with it.

"We're gonna tackle that big group to the northeast today, right? It's been too long since I've had a good fight," said Rebecca with a slightly bloodthirsty grin as Allen gobbled down pear halves, yet again fiddling with her top hat.

Allen nodded in the middle of a bite, modifying his eye with a silent command and checking the locations of the akuma in the city at the moment. The big group of Twos and Threes were in pretty much the same area, around a twenty minute walk away, and they were still the biggest threat by far.

"Great. D'you want me to find an umbrella or sommat? I know my darling little Allen doesn't enjoy getting wet. I tell him that he's actually already pretty wet but he doesn't want to believe me." After this strange little speech Rebecca grinned and flounced off, seemingly in search of said umbrella. Allen just stared after her, blinking in bewilderment, before deciding that he would never understand how Rebecca's mind worked and leaving it at that. Focusing on his food would be a much more fruitful action.

Ten seconds later he finished the pears, and then stared morosely down at the empty jar. His relatively recently found self control when it came to food seemed to have decided to stay back in his warm bed today, because he really wanted another jar. Or five. But Rebecca came running back in with two good sized black umbrellas in her hands just in time, and reluctantly Allen decided to focus on the more important things.

"Eh? With that speech you gave I would have thought you were too tough for an umbrella, Rebecca." This comment was said with a kind grin, making it clear that Allen held no malice.

"I just decided to keep you company. Wouldn't want everyone to think you're a total wuss, right?"

"Mm, I'm sure that was it." Never the less Allen took his umbrella with a grateful smile, and he checked for Tim (who was located hovering by his right shoulder) before nodding to Rebecca, who led the way out of the mansion.

When they got outside it was drizzling, the kind of rain that seems light but goes on for so long that everything gets thoroughly soaked. Almost in synch with each other they opened their umbrellas and stepped out onto the cobbled streets, not bothering to lock the door. There were no people around to get inside and it wasn't as if a flimsy wooden barrier would stop any akuma that were determined to break in. They walked in companionable silence, Rebecca humming tunelessly as Allen studied the silent city. Even after being here for more than a year, it was still unnerving to see a place that was supposed to be a bustling metropolis so still and abandoned, the majority of the houses possessing boarded up windows and firmly shut and locked doors.

He looked absently to the left, following the lines of boarded up windows with his eyes, blinking in surprise when he saw one that lacked a wooden barrier. It had obviously been smashed at some point, jagged bits of glass still sticking out from the frame. White curtains were half drawn, glaring at him from the gloomy depths of the room. As Allen watched the curtains twitched in the breeze… once… twice…

He frowned. The rain was still falling steadily, straight down from the heavens. There was no breeze. Deciding that it was good to be paranoid, he activated his eye. There were no akuma in a two kilometre radius. Huh… maybe it was just a trick of the eyes. And he would have left it at that and kept walking, if the curtains hadn't twitched again, an orange something peeping out from behind the white.

"Ah!" Allen exclaimed, immediately clapping a hand over his mouth and cursing himself for his stupidity. The orange thing had disappeared; obviously Allen's little gasp had alerted it to the fact it was being watched. What a stupid mistake – it had just been so surprising to see what might actually be a genuine sign of life in a place that he knew for a fact was deserted.

"What's going on? Are you all right?" Rebecca was frowning at him in concern, following his gaze and seeing only a smashed window. "Is there something in there?"

"Yeah… I think so. And it's not an akuma." He spoke softly, treading silently closer to the building as he kept peering up at the window, alert for any further movement. There was none. "I'll go check," he said to Rebecca in a stage whisper as he collapsed his umbrella and leaned it against the wall of the building. "You stay here." The akuma nodded her consent, and Allen crept into the house.

Immediately after he stepped over the threshold his nostrils were assaulted by an ungodly smell, and Allen pinched his nose as he tried not to react. It was even worse than the odour in the kitchen of the mansion, which was saying something. A further inspection of the room revealed the source of the stench, which he now realised was the pungent odour of death. In a bloodstained armchair in the corner of the room a corpse sat hunched over itself, masses of long black hair shielding most of the body from view. Allen could not have been more thankful for the fact as he let out a near silent whimper, eyes wide in horror. He had known that not all of the people of London had evacuated, but never had he seen such horrible proof of that fact.

Stomach rolling and eyes filling with tears as he unwillingly imagined what this poor person's last moments had been like; he turned swiftly away and headed towards the room where he thought he had seen movement in, pushing the scene of the corpse sitting among the ruins of a bloodied living room to the back of his mind. Now was not the time.

He climbed the stairs slowly, silently, thankful for the fact that they didn't creak. The window he had been looking at belonged to the room at the end of the landing with a half-opened door. Trying not to breathe whist still staying alive, Allen crept along, cautiously poking his head into the room.

A closed umbrella with an orange pumpkin sitting atop it as a kind of head leaned against the far wall, frightened eyes fixed on the window.

"Lero?"

"LERO!"

And with this fearful cry the startled umbrella promptly jumped up and flew right through the window, Allen running after it as it did so. "Wait, Lero, I need to ask you-" He stopped. It was useless continuing - the umbrella was just a speck in the distance, far out of hearing range. Sighing in frustration, Allen looked down at Rebecca's confused expression.

"What on earth was that? Did you know it?"

"Yeah, that was the Earl's umbrella, Lero…" Allen frowned in the direction the umbrella had flown. Had it been lurking around London ever since the battle, just like he had? "Anyway… I'll be down in a second."

This time he tramped down the stairs, the wood groaning quietly under him at the abuse. He took a deep breath, steeling himself, before he went back into the living room, averting his eyes from the corpse as he held his breath and strode towards the front door, closing it behind him when he exited. The umbrella lay in the same place as it had before, and Allen picked it up and opened it, joining Rebecca in the middle of the street.

"I had no idea the Earl had something like that… what does it do?"

"Um, well, the only thing it can really do is fly. The Earl and Road used Lero for transport sometimes. Oh, and I think it holds the Earl's sword when he's not using it. Other than that it seems a little… useless."

"Ah, don't bother being polite, Allen," Rebecca said with a roll of her eyes. "It's only a talking umbrella. What you should really have said is that it's utterly useless and a right coward."

"But, if you're more polite, more people will want to listen to you and more people will like you…" Mana had told him that once, and ever since then he had taken it as gospel. It seemed to be true, anyway; Kanda was mean to everyone and as a result he pretty much had no friends. Sure, Allen and the other exorcists respected him as a comrade and included him in all their friendly activities, but he wasn't the sort of person anyone would talk casually with or have a heart to heart with. Even if some people thought Allen was weak just because he was kind, he didn't mind. You could always use someone's underestimation of you to your advantage.

This little speech earned him a poke in the side, and he jumped with a yelp, glaring sideways at the ever-grinning Rebecca. "No matter what I say, nothing will stick, huh? You're a stubborn little tyke."

Allen beamed. "Why thank you."

"… I can't even tell if you're being sarcastic or not. Anyways, enough talk! Let's go and beat up some akuma!"

Reminded of the reason they were outside in the first place, Allen nodded his agreement, speeding up slightly as Rebecca kept pace with him. A quick scan with his eye revealed they were about two minutes away, and as such Allen activated his innocence, Clown Crown's white cape flaring out behind his black trench coat as it came to life. Beside him Rebecca shifted into her true form, which looked like a bull that could stand on its hind legs like a human, possessing four sharp claws on each limb instead of hooves. Jutting out from her head were two huge horns, reaching out around one foot in front of her. They were somewhat like the fangs of a snake in that, if you were gouged by them, lethal poison would seep into your blood from the tips. It was a substance that affected you in much the same way as a bullet from a level one, but this poison couldn't be nullified by the wielder of a parasitic innocence like the bullets could be and was much stronger.

The first akuma they ran into were a group of level twos, and as Rebecca stood back Allen ran into their midst, piercing one with his claws before twisting around and sheathing in half two others. The last four he defeated with a quick succession of stabs, the akuma too surprised by the sight of an exorcist to put up much of a fight. They found another, larger clump of twos after running for a few seconds, Rebecca charging at them horns first, scattering them and then occupying them whilst Allen darted around, picking them off one by one. After this Allen did a scan and found that there were twenty more twos and five threes left.

"This next group contains five twos and two threes, you know what to do."

With that they ran forward again, Allen using Clown Belt to get himself on the roofs so he could take the akuma by surprise. Rebecca stayed on the ground, and as she kept the threes occupied Allen jumped down onto the back of one of the twos, stabbing the three others that surrounded it in quick succession before beheading the one he stood on, jumping off just before its body disintegrated. Before him Rebecca was dodging the attacks of the threes (something she had learned to do from Allen), managing to give them glancing blows now and then. The one that held a faint resemblance to a bird had obviously been gouged by her horns, movements sluggish as the poison took effect.

It was this one Allen targeted first, hearing the whispers of "help me, please," from the soul attached to it, which was almost completely eclipsed by darkness like the souls of all level threes were. He nodded into the darkness, giving the soul a kind smile, before turning to its owner and drawing a glowing cross in the air in front of the akuma with one finger. It was bathed in light for a moment before disintegrating, the soul whispering its thanks before it was set free. He turned to his right to see Rebecca still playing a dangerous game of tag with the other three that looked like a cockroach but was bigger and uglier (if that was possible.) Sensing Allen's gaze, Rebecca took her cue and backed away as Allen leapt in front of the three, blocking its blow with his arm before ducking under the limb that had attacked him and plunging his claws into the things stomach. It swore at him, distracted by the pain, and Allen took the opportunity to exorcise it in the same manner that he had the other.

The two nodded at each other in synch and carried on, walking forward with more caution now. After two battles, the last being rather attention grabbing, the akuma before them could well have noticed the deaths of their fellows. Indeed, Allen peeked around the corner of the next building and saw the last bunch of akuma standing in some sort of hodgepodge battle formation, the whole company eerily silent. He and Rebecca were expected.

He turned to tell her this. "They know we're coming. There's fifteen level twos and three level threes."

"We'll have to change the plan of attack then," Rebecca stated as she flexed her claws, voice deep and guttural. "If they're prepared, they'll actually think of using their abilities." During the last fights they had had the advantage of surprise, and as such the akuma hadn't utilized their unique abilities like Rebecca had been using hers all along. This next group would be different, harder. Allen called forth his broadsword, leaning against it as he thought.

"Okay. I'll go and fight, you hang back." When Rebecca opened her mouth to protest, Allen put a hand up to silence her. "I'm sorry, I know you want to help, but you'll get in the way. Now that they're prepared the twos will be just as strong as you and the threes will be way beyond your capabilities. It would be too dangerous to even distract them."

"Ugh, where's all your politeness gone now you wanker? Nice to know that my presence is completely pointless." Without her human face it was hard to tell if Rebecca was joking or not, but Allen decided not to care. Now was the time for battle.

"Clown belt." The office buildings' flat concrete roof was a blessing as Allen crept forward until he was peering over the edge at the akuma below. None of them had thought to look up. Taking a breath, Allen jumped off the edge, broadsword poised so that it pierced through the stomach of the level three he landed on from behind. It gave a yelp of surprise as it was destroyed, Allen already darting away to exorcise five twos with one long sweep of his sword before running through another three. Cart wheeling out of the reach of one two possessing two long blades in the place of arms, he used the flat shoulders of a robot like level two as a kind of springboard, landing behind the bladed two and beheading it, dodging a blow from a two behind him before reversing his blade and stabbing it in the stomach without looking.

A huge bullet was fired towards him from his left, and he ducked under it and rolled to his feet in front of the two who owned the bullet, smacking it in the head with the flat of his sword. As it crumpled he pirouetted, sword shearing in half the two level twos approaching him from the right. It almost got a third but this level two, who was covered head to toe in dark armour, managed to catch the broadsword with two gauntlet-clad hands, grunting with the effort. Startled, it took only this little moment of inattention to get hit with two blows at once from the right from two of the level twos left. Allen was thrown into the air, travelling around ten metres before he smashed, hard, into the concrete wall of a building. His broadsword, dropped by the two that had stopped it, split into particles and flew to Allen, morphing back into his claw-like hand.

Grimacing in pain, he clambered to his feet, one hand braced against the building as he tried to get his wind back, head bowed. When he looked up it was only to see what looked like a white-hot ball of fire speeding towards his head, sent by the remaining three. He managed to raise his arm up to protect himself at the last minute, but the force of the blast sent him crashing through the wall of the building and out the other side to land with a smack on the cobbled street, a bolt of pain landing through his skull as his innocence deactivated.

Blinking blood from his eyes, Allen thought he might have heard a cry of his name, followed by a loud scream of rage. But his head was throbbing and black spots were dancing in front of his eyes, along with a golden blob that might have been Timcanpy, who had been hovering by his shoulder the whole time, recording everything. Gradually, he slipped away into darkness.

He woke up in his bed, blinking up at the cracked ceiling in surprise. What had happened? How had he gotten here? Was Rebecca okay? At this thought he quickly sat up, grimacing as his head spun and his ribs ached. Inspecting both areas, he found them bandaged up tightly. He was wearing only his pants, his other clothes piled up on the chair he used for that purpose. A fluttering to his right was revealed to be Tim, and the golem nuzzled up to his cheek before alighting on his shoulder, wrapping its tail around his neck.

Flinging the bedcovers off, Allen turned until his feet were hanging off the edge of the bed and then slowly got up. Satisfied that he wasn't feeling enough pain for it to be distracting (it helped that he had a large amount of experience in blocking out pain), he dressed quickly, noting that the sky was dark outside, no rain falling though everything still looked quite damp. Ramming his feet into his boots, he walked through the open door. There were no lights on on this floor, and so he went downstairs. The dining room door was wide open, yellow light spilling out onto the deep red carpet of the hallway. The silent house making him feel uncomfortable, Allen crept forward, peeking around the door frame.

Rebecca lay on the dining table on her back, staring up absently at the ceiling. Her clothes were bloodstained, the top hat sitting on the table to the left of her head. But what shocked Allen the most was the soul attached to her, which was bathed in shadows like the souls of level threes.

"Allen?" All of a sudden Rebecca was standing again, top hat perched on her head, beaming at him. "You're feeling better!" This exclamation was followed by a hug which somewhat strained his damaged ribs, though not enough to make him tell her so. He hugged back hesitantly, staring at her soul.

"What happened, Rebecca?"

"Well, after that level three knocked you out I killed the rest of the twos; I think I was able to because they were so surprised. And because of that I had enough fuel to evolve to level three and defeat the last three." Rebecca pulled back from the hug to beam at him, obviously ecstatic about this. Allen tried to smile back but only managed a faint twitch of the lips. Akuma evolved after they had consumed enough humans… and maybe, from what Rebecca was saying, they could gain power by consuming each other too. She had consumed five level twos, and the innocent souls attached to them. His stomach rolled.

Rebecca's cheery expression faded to something unreadable as she watched the emotions on Allen's face. "Don't exorcise me, Allen. Not yet. I can help you more now… surely you wouldn't want to kill such a good comrade and friend?"

His heart battled with his mind. He didn't miss the way that she was talking, trying to convince him of her innocence and play on his need for companionship. It made him trust her even less. Her soul… he glanced at it. It was dark and silent. But… in the month he had known her, he hadn't felt so lonely. He didn't know what he would do if he had to go back to those times, where he spent so many hours talking to a golem and watching videos of his friends. He had a feeling that it would be worse this time around, going back to such an existence after experiencing what it was like to have a friend in this ruined city.

"Okay," he said against his better judgement, swallowing nervously. "Just for a little while longer."

"Thank you, Allen," she reached a hand towards him, eyes burning into his own as she smiled. "You won't regret it." The hand settled onto his good arm, squeezed slightly, and then didn't let go. There was a spark of hunger in the depths of her gaze. Timcanpy's tail tightened around his neck.

"O-Of course I won't. We're friends. I'd do anything for a friend." He wasn't sure who he was trying to convince. And then Rebecca took a step closer to him and he couldn't stand it anymore; he pushed her away and ran out of the room, slamming the door behind him and leaning against it as Rebecca banged on the other side. "I'll see you in the morning!" With this he sprang to his feet and raced up to his room, slamming the door behind him, the vibrations causing little white bits of plaster to rain down on him from the cracks in the ceiling.

He leaned against the door, breathing heavily as he tried to blink the tears from his eyes. It didn't work – one escaped to roll down his cheek, followed by a sudden rush of others as he cried silently, head bowed.

He swallowed convulsively as he tried to stop the tears and calm down, a hollow feeling in his stomach. God, did he need food right now. Comfort food. He always felt better after lots of food. Sniffing repeatedly, he wiped the tears from his cheeks and walked forward to collapse face down on his bed, curling up into the foetal position as Tim hovered in front of him, bobbing back in forth in agitation. Allen smiled and petted the golem. At least he knew there was someone he could rely on to stay by his side.

"Check the golem network, will you, Tim?" His voice was croaky, cracking with fatigue as the day's events caught up to him.

Immediately loud beeps filled the silent air, and Allen half-listened with his eyes closed, feeling exhausted. As silence fell after Tim once again failed to connect, he sighed without any real feeling and slipped into a dreamless sleep, still fully clothed.