A/N: Here is the second chapter in my fanfic. But before we begin, I want to ask, are you guys happy with the title Spider-Man: Lelouch of the Web? Cause to be honest, I thought I could maybe come up with something better, but nothing came to mind so I kept it. If you guys have any better ideas, let me know.

Oh, and FYI, I plan on skipping the moment where Lelouch leads the terrorists in taking down Clovis' forces, mainly because I don't plan to change anything from that until the Lancelot enters the picture. So I figured why waste time on it if I wasn't gonna change anything?

Without further ado, let's begin. I do not own Code Geass or Spider-Man. They are works of Sunrise and Marvel comics.

Trial by Fire:

As Lelouch continued hanging from the ceiling, looking down at the royal guards below him, he began to formulate a plan.

'I could be able to take down the royal guard all by myself, and in just a matter of seconds even. But, I don't yet know the limits or extent of my powers. I don't know if I'll be able to dodge bullets, or be able to take them down before one of them gets out a shot. I have to play this smart.'

BOOM!

Lelouch looked to the source of the sound to see a Sutherland burst into the room, breaking down the wall. The Knightmare's face opened up as it scanned the area.

"The Royal Guards? What are you doing here?" The pilot, Villeta Nu, asked. She was wondering why the guards of the prince were here and not back guarding his highness.

"You there! What's your name and unit!?" The captain asked.

"Villeta Nu. Of the Purebloods."

"Come out of your Knightmare immediately and let me confirm your identity." The captain ordered. Villeta was hesitant to do so, but, seeing as it was the captain of the royal guard, she had no choice.

She removed her Knightmare's ignition key, and set it on the side, believing she wouldn't be long. She got out of the Knightmare and approached the captain.

'Looks like I found what I need to get out of this mess and turn the tide.' Lelouch thought with a smile. Granted he knew one Knightmare wouldn't make a difference, however, a Knightmare belonging to the Empire would be able to track other affiliated Knightmares IFF signals, and he did still have a terrorist radio, so he could coordinate with them. And she even left her keys in the unit.

It was perfect!

… Now if he could only figure out how to unstick himself from the ceiling.

He tried to move, but his body was stuck to the ceiling. How did he do this before? He wasn't really thinking much, too distracted with other things. Did it work on mental commands or something? Maybe if he relaxed then he would be able to unstick.

He then thought of something that helped him to relax.

'~Underneath the bridge~'


"So let me get this straight? You allowed a mere child, who holds information that could send the entire Empire into anarchy, to escape your grasp WHEN HE WAS RIGHT IN FRONT OF YOU?!"

"Uh… yes."

"Shut your mouth lieutenant!"

"Yes sir!"

Villetta sighed. She never expected that the royal guard of all people would be the ones to slip up like this. But then again, this may work out in her favor. If she managed to capture this child, accomplishing a task even the Royal Guard failed to do, then she could quickly rise through the ranks and attain the title of Baron, all in one fell swoop.

"It seems I must clean up your mess." She declared arrogantly, much to the ire of the guards. "I can assure you, unlike a certain group of incompetent guards, I won't allow some radical or eleven to slip past me."

As soon as she said that, her Knightmare suddenly started up, shocking those in the room, before the Sutherland dashed out of the warehouse.

No one said a word as they witnessed what just happened. The captain was about to speak–

"Not. One. Word."

The captain wisely shut up.


As his eyes finally began to open, he saw a bright light hanging overhead.

"Is this heaven?" Did he really make it? Did saving Lelouch lead him here?

"Not exactly."

Suzaku Kururugi, who was alive and kicking, turned to the source of the voice to see a man dressed in a scientist's robe.

"You look like you're having a bad day." The man, Lloyd Asplund said with a smile. "But it looks like you missed the train station to heaven."

"I did?" Suzaku asked, feeling a jolt of pain in his side as he tried to sit up, his torso wrapped in bandages.

"Don't try to move." A woman beside Lloyd, his assistant Cecile Croomy, said.

"Where am I?"

"We're still in the Shinjuku Ghetto." Lloyd said.

"Prince Clovis' transport is nearby, making this the safest place in the area," Cecile said before showing him a broken pocket watch. "This is what saved your life."

"You're lucky it was under your protective suit. It deflected the bullet." Lloyd explained.

Suzaku looked at the object in shock. That's what saved his life. After all this time, something belonging to his father saved him.

"Is it a keepsake?" Cecile asked as he took the watch from her.

"Yes. It was my father's." Suzaku said as he stared at the watch for a good long moment. Then, he remembered something. "Is Lelo–" He stopped himself. "What's the situation?"

"The terrorists have released the poison gas," Cecile revealed to Suzaku's shock. "Massive casualties for the Elevens."

"They still haven't caught the perpetrators," Lloyd added.

Suzaku looked down. That wasn't right. There was no poison gas. Only those spiders.

"Private Kururugi," Lloyd got his attention, before asking him a question that would end up changing his life, and his world, for good. Whether he wanted to or not. "Have you ever piloted a Knightmare frame?"


Inside his stolen Sutherland, Lelouch was currently looking over a map of the ghetto on the screen in front of him. And seeing as how a military officer piloted it, he had the locations of every Britannian Knightmare in the ghetto. Perfect for tracking hostiles and setting up ambushes if need be.

"I don't have my phone so I can't call anyone in school to ask what the news is saying. But if I had to guess, they would most likely try to keep a lid on the situation, maybe claim it was a traffic accident or something." Lelouch hypothesized aloud. "That would make it difficult to call in reinforcements. They would try to use the forces they have now to try and end this. But I'm hemmed in here. It'll be tough to break through by myself, even with my powers, and I can't just sit this out either. After all…"

He then opened the cockpit and looked out toward the battlefield as an explosion went off somewhere in the ghetto. "I have the power to help, therefore it's my responsibility to do so. But even so, I can't do it alone." He then reached into his back pocket and pulled out the radio he grabbed belonging to the terrorist. "Well then, time to make a call."


Felicia Hardy, or Felicia Kozuki as she preferred to be called, was not having a very good day. It started off well, with her and her friends stealing some poison gas to use against Britannia. But then Tamaki had to go and blow their cover, forcing them to get into a high-speed chase where she had to bust out the Knightmare they had. She tried to fend off her pursuers as best she could, but that cost her the Knightmare's arm. She managed to escape to the ghetto, but soon after a massacre started. Probably because of them.

She tried to take out as many as she could, but despite her amazing piloting skills, she wasn't able to handle a large number of superior Sutherlands. And what makes matters worse, she was running out of power.

"Just 30 minutes left!" She needed to do something. Or else she would die.

"The west entrance." A voice she didn't recognize came through her radio, causing her to gasp. "Use the tracks to get to the west entrance."

"Who is this?!" The girl yelled into the radio, demanding answers. "How did you get this code?!"

"That doesn't matter. If you want to win, you'll have to trust me."

"To win?" Felicia repeated, her voice full of disbelief. She had only wanted to survive. She never dreamed she'd have the possibility of winning. But the voice sounded so sure of himself. So full of confidence and charisma that she couldn't help but listen.

Besides, it was better than aimlessly running away.

She then moved her black Knightmare and jumped onto the train tracks, making her way to the west entrance.

"Okay, I'm here. Now, what do I do Mr. Voice?" She asked as her pursuers followed after her.

Inside his Knightmare, Jeremiah Gottwald, leader of the Purebloods smirked in amusement at his prey. "Pathetic Eleven. If all you do is run away, there's no sport in any of this!"

As the chase continued, a train appeared on the tracks making its way toward them. That was when the voice spoke up.

"Since you trusted me. You're going to win. Now jump on that train."

Deciding to trust the voice, Felicia did as he said and jumped on the train. As Jeremiah and his partner approach the train, he put forth a hand to stop it.

"You think you can get away that way? Hmm?" He then turned to his comrade next to him. "You! Go after the Glasglow!"

"Yes, my lord!"

The Sutherland jumped on the train to pursue. But before it landed, a pair of slash harkens fired out from the ruined building next to them, destroying it.

"What the?!" Jeremiah looked to the side to see the harkens return to one of their Sutherlands. "Shot by friendly fire? What's your name and unit?! Were after the one-armed Glas–"

He didn't finish cause suddenly the Sutherland opened fire on him with its rifle.

"Oh no! A terrorist!" Jeremiah exclaimed in shock. How could this be? How could some merely eleven get their hands on one of their Knightmares? His distraction cost him as his Knightmare lost its leg, causing it to fall to the ground. "Ah! You son of a–"

He stopped when he heard a yell. Looking down the train, he saw Felicia's Glasglow charging him. Deciding to cut his losses, Jeremiah ejected. His pod went flying before releasing the parachute.

"Gotta admit, you saved me back there," Felicia admitted with a smile as she turned to the ruined building. "But if you don't mind me asking, how'd you get ahold of a Sutherland?" She blinked when she saw her savior was gone. "Where'd he go?"

"Felicia?!" The girl turned to see her deceased brother's best friend Kamane Ohgi approach her with her fellow rebels. "What was with that radio message?"

"What? He contacted you too?"

"Sure did," Ohgi confirmed, "And Yoshida's group may be here soon."

Suddenly his radio chimed and the voice spoke again.

"Are you in charge here?"

"Uhh… yeah," Ohgi said, his tone lacking confidence. Ever since Naoto died, he was made the leader of the group. And he would be the first to admit, he didn't feel like he was the one. But hey, anyone was better than Tamaki.

"I present to you the cargo of that train over there. Use them as tools for your victory. If you want to win… then follow my orders."


In a far-off building, observing the terrorist as they opened up the train and got a look at the brand-new Sutherlands, Lelouch smirked as he gave them additional orders. With this, they would have a chance to push back the onslaught and stop this massacre. But to do that, they would have to follow his orders to the letter. Thankfully, with his actions in saving the woman in Glasglow, he still wasn't 100% sure who she was, they seemed to be willing to give him a chance.

"Huh? Strange. This isn't as tiring as I thought it would be." Lelouch admitted, believing at this point he would be out of breath. But he barely felt like he broke a sweat with all that was going on. Must be his new spider powers. That would be useful.

"But still," He said as he held up a chess piece he managed to find in the chaos up to his face, "Even with these powers, I'll need determination to succeed. After all, I'm betting not only my life but the lives of everyone in the ghetto, in this game." He said as he gave a small squeeze, which ended up crushing the chess piece in his fingers.

Lelouch sweat dropped.

"I really need to get a handle on this super strength."


And with that, the battle began.

Clovis seemed to have the advantage at first, but with Lelouch using the ID signal as a double-edged sword, he was able to plan strategic ambushes with the terrorists. They managed to eliminate many enemy units. Enough that Clovis quickly began to panic, fearing the commander of the terrorist was possibly better than Tohdoh. He was getting desperate, which was exactly what Lelouch was hoping for. Luring the enemy into a tunnel he then had Felicia fire off a slash harken that ended up crushing the last of his forces, leaving him defenseless.

As he saw his plan work out before his very eyes, he couldn't stop the bubbly feeling of joy and satisfaction build up within him. It worked. He could do it! He could defeat Britannia!


As Clovis saw the last of his forces be whipped out, he sank back into his throne. He took a deep long breath of air. It looks like he had no choice. "LLOYD!"

"Yes, your highness?" The mad scientist said, with a pleased smile on his face.

"Can it win? Can your toy beat them?

"I prefer you call it the Lancelot."


After changing into his new pilot suit and reading the operating manual Suzaku entered the world's first 7th generation Knightmare, the Z-01 Lancelot.

It was unlike any Knightmare he'd seen before. It had a gold and white color scheme, sleeker than any Sutherland or Glasglow. It actually resembled a human body. With emerald eyes matching his own.

Suzaku quickly began the startup procedures, guided by Lloyd and Cecile. The sooner he got out there, the sooner he could stop this madness and rescue Lelouch. He could end this slaughter and save everyone!

Finally, the startup was complete as the tubes connecting the Lancelot to the launcher disconnected as the landspinners touched the ground and began to reve up.

"M.E. Boost! Lancelot launch!" Suzaku declared as the white Knightmare blasted out onto the battlefield. He moved so fast that a strong gust of wind was created that knocked both Lloyd and Cecile off their feet.

"Going full throttle right out of the gate! I like it!" Lloyd said with a laugh

Suzaku was in awe at the performance of the Lancelot. The controls and the way it moved were smoother than any Knightmare he'd ever ridden in any simulation. It was almost like he was moving his own body. "Yes! With this! I can stop the conflict!" Suzaku said as he moved to engage the enemy.


One unit.

That's all it took.

One unit was able to send his whole plan into chaos. Lelouch gritted his teeth in anger as he repeatedly crushed the chess pieces he had into tiny bits, but he didn't care. Dang it! His first instinct was to blame the terrorist for not using the tools he'd given them. But he quickly shot down that thought. This was no one's fault but his own. He didn't expect Clovis of all people to have any superior forces or an ace in the hole like this white Knightmare that was able to deflect bullets.

They needed to regroup. Plan a counterattack and–

ZING~

The tingle in his brain (he needed a better name for it) went off, ringing like crazy. He looked around for danger, only to see the white Knightmare gunning for him. Acting fast, he brought up his Sutherlands' rifle and opened fire. The Knightmare weaved its way around the bullets and pulled up a green energy shield to block the ones it couldn't

Lelouch gritted his teeth. "This was the one who was ruining my plans!" He shouted in anger as he kept firing. But it was no use. The white Knightmare was too fast and nimble for him to land a hit and eventually close the distance.

ZING~

Acting on instinct from the danger sense, Lelouch wrenched back on the Knightmare controls…

Which ended up pulling the controls out of their sockets!

Lelouch looked at the controls he pulled out like a deer in headlights. "OH COME ON!" He shouted in disbelief as his Knightmare then shook violently when that white Knightmare delivered a spinning kick to the body of his Sutherland, sending him to the ground.

Lelouch tried to move, but without the controls, he couldn't even raise his Knightmare. He could do nothing as the White Knightmare loomed over him, the ringing in his head going off harder.

But before the White Knightmare could get him, the black Glasglow came out of nowhere and saved his life.

"Hey! I'm returning the favor!" Felicia called from her cockpit as she engaged the white monster.

Lelouch's eyes widened in surprise at the action. But he didn't let this chance go to waste as he unbuckled himself from the Knightmare, grabbed a spare soldier's uniform, and made his escape. Thankfully both Knightmares seemed too distracted to look his way, so they didn't get a good look at his face.

Lelouch was about to make a run for it, but he stopped and looked back at the Glasglow and white Knightmare. She was going to lose. There was no way she could win against a monster like that in a broken-down Glasglow. That meant she was going to die. She would die, while he lived, having done nothing.

He couldn't let that happen.

But what could he do? He didn't have a Knightmare, and even if he did, there was no way it could stand up to that monster. Not even a dozen Sutherlands had been able to stop it. And besides, he'd just keep breaking any Knightmare he'd pilot with his super stren–

He stopped as his eyes widened in realization. He looked down at his hands in contemplation.

Those terrorists couldn't stop it.

A Knightmare couldn't stop it.

But… could he stop it?

His rational side told him no! There was no way he could take on a Knightmare, much less an unstoppable monster like that, by himself with just his body! Besides, he has no idea how strong he really is. Crushing chess pieces and phones is different from damaging a Knightmare. Besides, he still didn't know the full capabilities of his powers. Going into a fight blind like that wouldn't just be stupid, it'd be suicide!

But another part of him, one fueled by his heart, soul, and even his guilt told him he had to do this. He owed it to her. She may have said they were even, but they weren't. She followed his orders, trusted him when she had no reason to, and saved him at the risk of her own life.

He couldn't just abandon her sacrifice. That'd be just like his father to do something. But more than that, it wouldn't be something the man who had become his father would do. Once again, those words of wisdom entered his mind.

"With great power, comes great responsibility. Remember that Lelouch."


"I can't… hold it!" Felicia yelled as she struggled against the mechanical behemoth before her. At least she allowed the voice to get away. With him alive, they might have a chance to destroy this monster.

Within the Lancelot's cockpit, Suzaku looked in confusion at the actions of the pilot. Why would they risk their lives to save the terrorist leader? Didn't they see they were causing nothing but harm with their actions? If they didn't take impulsive actions, then none of this would've happened. Didn't they understand that?!

He shook his head. It wouldn't be good for him to be distracted like this. He had to deal with her, then he'd go for the leader. Then once he captured him, this madness would–

CRASH

Suzaku's thought process was interrupted when he felt something impact hit the back of the Lancelot near the cockpit. The action caused him to lose his grip on the black Glasglow as the Lancelot fell forward. Suzaku was able to right himself before he fell and looked around for the culprit.

He didn't see any Knightmare, but he did see a broken car near him that wasn't there before. Before he could dwell on it further, he then saw another car flying towards him. He quickly moved to dodge it and looked to where it came from.

What he saw left him, and Felicia, without words.

He was dressed in a Britannian soldier's uniform, helmet on with goggles and a dark bandanna covering his face, keeping his identity hidden. But the two were less surprised with his getup and more shocked he was lifting a 4000-pound car over his head!

It grew when he threw it at the Lancelot!

Suzaku managed to snap out of his awe as he activated the Blaze Luminous and blocked the thrown car. He deactivated the emerald shield and looked back at the man(?). To his surprise, he then pointed directly at the Lancelot.

Felicia herself looked at the man in awe. He may have been wearing the uniform of a Britannian soldier, but she could tell just by his actions he was anything but. Speaking of actions, even she was in shock when she saw this man somehow be able to lift a car, much more when he then threw it with such strength and speed!

Was this person somehow a Godsend?

For a long moment, the figure just stood there, pointing his right hand at the Lancelot, doing nothing. Then, he turned his hand over and gave a gesture that was as clear as day to the two Knightmare pilots.

'Come and get me.'


It was even clear to the scientists watching the whole thing through the cameras on the Lancelot. When they saw the person send a car flying to the Lancelot, they were surprised. Being Knightmare engineers, they knew better than most people that not even Knightmares could throw vehicles of that weight with such strength and speed. So it stood to reason that this person most likely had strength that surpassed a Knightmare.

Lloyd was the most interested in this, especially when the man gave that gesture. He wanted oh so badly to see how his prized creation would stand up to someone who could throw cars around as if they were baseballs.

He felt himself get all giddy as the figure got into a stance: Bending his knees with one arm held to the ground and another held at the ready.


As Lelouch got down into a crouch and looked toward his opponent, he was silently beginning to regret his decision.

Sure, he managed to get that monster away from the Glasglow, learning that he would pick up cars and throw them, very nice, but he might've gone too far when he challenged the Knightmare like that. It was reckless, stupid, and arrogant to do so. But in some small part of him, he liked to believe Uncle Ben would be proud of him for standing up to such a bully.

That's right! This white Knightmare was nothing more than a bully! Destroying his forces Knightmares and ruining all his plans! If that wasn't a bully, then Lelouch didn't know what was. And now, he was gonna teach this bully a lesson.

'Well, time to see what I'm made of.' Lelouch thought as he waited for the Lancelot to make the first move.

Suzaku himself just looked at the man, thinking he might've come from an insane asylum. Was this person insane?! Sure, he somehow was able to lift cars over his head, but taking on a Knightmare on foot! That's just plain crazy!

Regardless, Suzaku had a mission to accomplish. He couldn't allow himself to be stopped, even by this person who seemed to be as strong as he was crazy. He didn't want to kill this person, rather he wanted to get him help. Maybe firing a slash harken near him would get him to back off.

The Lancelot lifted an arm and prepared to fire when suddenly, the black Glasgow rammed into it. Felicia had acted, thinking the enemy was going to attack the man who saved her. However, her action caused Suzaku's aim to be thrown off as the slash harken went flying on a direct course for Lelouch.

They both looked in shock and silently begged the man to move, but Lelouch remained in his crouched stance.

'Wait… wait…' Lelouch told himself as he stood as still as a statue as the harken flew closer and closer, the senses in his head tingling harder and harder as it approached.

'NOW!'

When it was right on top of him, Lelouch put all the power into his legs and jumped forward. He launched himself over the slash harken, and went flying straight to the shocked Lancelot. When he closed the distance, in honor of Suzaku, who he believed died to protect him, he performed a spinning kick, landing a blow on the Lancelot's head!

The impact was so strong, that if it was a Sutherland or Glasglow, it would have torn the head completely off! The Lancelot went down to the ground from the blow.

As Lelouch landed, he looked in shock at his own actions. He didn't think he would be able to cover that much distance in a single leap, much less pull off Suzaku's signature spin kick in one try, managing to knock the enemy Knightmare to the ground.

He then smirked behind his makeshift mask. He could do it!

He then turned to the black Glasglow, whose pilot was looking at him in awe. Never before had she seen such a feat performed by human beings. Maybe that's just it. Maybe this man before her wasn't human at all.

"Get out of here!" She was pulled out of her awe when he heard him speaking to her. His voice was muffled under the mask, but she could tell. It was him! The voice who saved her and led her group to a near victory! Once again, he'd come to her rescue! That made her heart warm, for some strange reason she couldn't explain.

"I said run away! Now!" He said as the Lancelot began to stand back up. The man turned back to face the white Knightmare. Felicia wanted to stay and help him. But she couldn't. Her Knightmare was too damaged to even move, and there was no way she could match do the things he could do. She would only be a burden.

So with great reluctance, she ejected from her Knightmare. As her pod flew away, she could only pray her savior would make it through this alive.

As he saw the pod fly away, Lelouch let out a sigh of relief. Good. Now with that terrorist out of the way, he could fight without having to worry about her. Despite his powers, he wasn't confident in them yet that he could take on this monster and protect her at the same time. It would be best to focus on one thing.

He then turned back to the Lancelot as it rose to its full height. He then steeled himself as he got ready. 'Well, let's dance monster!'

Suzaku looked down at the man in awe. He never thought something like this would have happened. Perhaps it was more confidence than insanity that drove this person to challenge a Knightmare. Or maybe both.

"Who… what are you?" Suzaku asked himself, his Knightmare's speakers were off so the person didn't hear him. He then shook his head, his eyes narrowed in determination. "Regardless, you're obviously dangerous and working with these terrorists. I have to take you down!"

(Play Don't Lose Your Way starting at 1:02)

They charged!

Suzaku attacked first, firing off the Lancelot's slash harkens. Lelouch, acting on instinct with his enhanced reflexes and agility, dodged the incoming harkens with ease.

Seeing him perform such incredible acrobatic feats, Suzaku then began to swing the harkens around like whips, hoping to catch him off guard.

The action worked as Lelouch had to stop his charge to avoid the spinning vortex of death. He didn't think, he just reacted. Relying on his spider sense (settled on the name), he moved as he dodged the whips.

Duck. Jump. Cartwheel. Front flip. Backflip. Lelouch was a one-man show of impressive acrobatics. If he wasn't in danger of being seriously injured, he would probably receive massive applause.


(Pause music)

Clap. Clap. Clap.

The people watching the fight turned to see one lone engineer clapping his hands at the impressive display of acrobatics. He stopped when all eyes were on him.

"Sorry." He muttered as he looked away in embarrassment as the others turned back to the screen.


(Resume Music)

As he watched the man continue to dodge his attacks, Suzaku couldn't help but be impressed. Not even master gymnasts or professional acrobats could pull off this level of movement, but there was more to it.

He couldn't tell how, but it seemed like this person knew exactly when he was in danger of being hit and reacted. Instinct? No. That was something one gained with enough experience and training. Suzaku could tell by this person's form, movements, and even his stance, that he had neither.

He was reacting. Not thinking through his moves and just following whatever it was that was telling him to move. That led Suzaku to a conclusion. Whoever this person was, he didn't have his incredible abilities for long. He may have only gotten them just recently.

Maybe Suzaku could use that.

Lelouch continued to dodge the hailstorm of whips. This wasn't good. He didn't have a plan, he was only relying on his spider-sense to dodge these whips. But he couldn't dodge forever. He needed to go on the attack! And soon, before–

THWACK!

"ARGH!" Lelouch cried out in pain as the Lancelot kick him, sending him flying. Being distracted by the whips, he wasn't paying attention to where he was going, or where the enemy was either. Rookie mistake.

As he saw Lelouch roll across the ground, Suzaku held a brief moment of fear. Did he kill him?! He didn't mean to! He only wanted to get him to stop! He must've been too hard!

He moved to approach the downed man, but to his surprise, the man then stood back up, not looking too injured. Suzaku gaped at him. How is that possible?

Lelouch himself was wondering the same thing. With a kick like that, he should have several broken bones, and with the landing, a cracked neck and broken back. But honestly, he felt fine. Granted he felt some bruising and pain in areas like his ribs, but he felt nothing broken or out of place.

Looks like he learned more about his powers. Now he knows he has enhanced durability, which would come in handy.

But he also discovered a weakness. He didn't know that kick was coming. He was so focused on the whips it left him open for an attack, not even his spider-sense was able to warn him. It seems even that had a limit, it couldn't take over that much information, making it hard for him to detect which was a more dangerous threat.

Knowledge like that was invaluable to someone like Lelouch. This choice was already bearing more fruit than he first thought. He then looked back up at the Lancelot as its harkens returned. Despite the pain, he grinned in anticipation.

He was having fun!

It was ludicrous! It was crazy! But it was the truth! Here, facing a white monstrosity he knew nothing about, fighting with little knowledge of his own powers, Lelouch was having fun!

He couldn't help it! Right here, at this moment, when facing death, he'd never felt more alive, after feeling dead for over half a decade. Learning about these powers, all while fighting a seemingly impossible foe, was more exciting than even a close chess match against Schneizel.

He wanted more! He wanted to know more about his powers. He wanted to continue feeling this alive! He was already addicted to it! So much that, it felt like lightning was building and coursing through his body.

"Let's continue!" He said with a grin under his mask as he charged, the Lancelot followed suit. The distance closed, and the Lancelot moved to grab him, but Lelouch limbo under the Knightmare between its legs.

When he came out, he brought his hand up and with all his might slammed down on the Lancelot's left landspinner, crushing it with his super strength.

Suzaku saw the alert on his screen and moved to counter. Using the damaged leg, he tried to leg sweep his opponent. But Lelouch was faster as he jumped high into the backflipping as he flew and landed on the side of a nearby building, sticking to the wall.

His action caused Suzaku's eyes to widen. "How did he do that?!"


The group watching wondered the same thing as they saw him stick to the wall of the building. It didn't look like he had any equipment that allowed him to stay attached to the wall. Was this his natural ability?

Whatever it was, Lloyd's interests peaked even more.


As he saw the Lancelot freeze as it looked up at him, Lelouch couldn't keep the smirk off his face. He could only imagine the look of shock and awe on the pilot's face right now.

After relishing in his imagination, an idea then came to him as he looked at his hands and feet. He learned that he was able to crawl upon a structure with all four of his limbs, and stick to a structure using only one of his limbs, so could it be possible to…

This was crazy and reckless, but he wanted to push the boundaries of what he could do. He wanted to learn what he was and wasn't capable of, as fast as he could. And that meant he had to take risks.

So, with some hesitance, he removed his hands and began to stand up straight while still using his feet instinctively to stick to the wall. He then took one step forward, then another, and another, and another, and soon enough he began running on the wall.

Lelouch laughed aloud, almost losing his grip on his legs, but managed to catch himself with his hands and kept running. It worked! It really worked! Wall running!

ZING~

His spider-sense went off and he moved to dodge a slash harken that would've hit him. He looked back to see the Lancelot retract the harken before firing all four of them. Lelouch kept running as he vaulted over the slash harkens, which returned to the Lancelot before being fired off again.

Eventually, he was forced to jump off the building's wall to avoid a harken. Not being close enough, he then landed on the slash harken now stuck in the building. Getting an idea, Lelouch then sprinted down the line, not having trouble at all keeping his balance, straight to the Lancelot.

Suzaku's eyes widened as he saw this. He then retracted the harken, the sudden movement of the line forced Lelouch to jump, but he had gotten close enough to deliver a dropkick to the Lancelot's chest before jumping off and a ways from the Knightmare, landing in a crouch.

The strength behind the kick was enough to send the Knightmare on its back. Suzaku's head slammed against the back of his pilot chair, causing disorientation.

Seeing his opponent was down, Lelouch needed to find a way to finish this. Looking around his eyes eventually settled on something that made him smirk. That will do very nicely.

When Suzaku finally recovered from the whiplash, he gasped when he saw his enemy standing over him…

Holding a semi-truck by the front end! Suzaku's eyes widened. How strong is this guy!?

"Nighty-Night!" Lelouch yelled as he slammed the truck down with all his might! Suzaku acted immediately and brought up the Blaze Luminous shield!

SLAM

BOOM!

An explosion formed from the truck's destruction. Lelouch was sent flying back and landed with a roll before stopping. His disguise was slightly burned and his ears were ringing but he was okay otherwise. He then looked back at the burning wreckage.

"Did that get him?" He asked no one. He soon got his answer.

It didn't.

Emerging from the fire, still alive, was the Lancelot. Its once clean and pristine white paint job was now covered in ash and dirt and scratches. Its hull was damaged and dented in various places. But it was still standing. And with those emerald eyes gleaming in the fire with the fast spheres opened and scanning, it made it appear mad.

Lelouch gulped instinctively at the scene. Maybe that's enough testing for one day. His body seemed to agree as he suddenly disappeared from view.

"Where'd he go?!" Suzaku asked as he looked around the battlefield for his foe.

"He must've gone invisible." Lloyd theorized over the comm.

"How is that possible?" First super strength, agility, balance, precognition of some kind, wall-crawling/running, and now invisibility. Just how many powers does this person have?!

"Suzaku, switch to inferred vision on your Knightmare. He may not be able to hide his body heat." Cecile advised.

"Understood." Suzaku did just that and immediately his screen filled with the outline of the temperatures of different objects in his visual area. He looked around for a few seconds before spotting a heat signature with the outline of a human figure.

"Found you!" He said as he then launch a slash harken in that direction. The harken impacted with the ground, but the suddenness of the attack caused Lelouch to decloak.

"How did he find me?!" Lelouch wondered. It must've been body heat. It seems that his camouflage doesn't hide his body heat.

As the harken began to retract, Lelouch then got an idea as he grabbed hold of the harken and kept it from returning to the Lancelot. Suzaku gritted his teeth as he pulled harder on the line. Lelouch's feet began to drag on the ground but he refused to let go.

With a mighty tug, he managed to break the line connecting the harken to the Lancelot's arm. Then, putting his plan into action, he began to swing the harken around like a wreaking ball, similar to how the Lancelot was using them as whips earlier.

Suzaku dodged the swinging slash harken, but several times the harken managed to knick the Knightmare. Lelouch then spun the harken around in a cyclone several times before sending it flying at the Lancelot.

Suzaku moved to dodge the zooming harken as it passed him and embedded itself into the building behind him. He turned to face Lelouch, only for him to disappear.

"Dang it! He went invisible again!" Suzaku then quickly turned on inferred again as he scanned the area. But he saw no sign of Lelouch. Did he already leave? Suddenly, a head popped up on one of the Knightmare's cameras, shocking him.

"Hello!" Lelouch greeted before he punched the camera, tearing out the wires. Suzaku growled, it was like he was being blinded in one eye. Lelouch then crawled up the Lancelot's body and moved to the cockpit, digging his hands into the metal, ready to tear the hatch off.

Seeing his actions, Suzaku acted instantly. Reading about a defense measure for these situations in the manual, he flipped several switches.

ZING~

Lelouch's spider-sense flared just before he was about to rip the cockpit hatch off. He then looked around, wondering where the danger was coming from. Suddenly, an electrical discharge was sent all through the Knightmare frame. Lelouch screamed in pain as he was zapped with enough voltage to either kill or incapacitate a normal person, however, thanks to his enhanced durability, he was alive.

Though that didn't mean it didn't hurt like heck!

The pain caused Lelouch to fall off the Knightmare and land on the ground with a hard thud. Suzaku, seeing his opponent down, took this opportunity. He then grabbed Lelouch in the Knightmare's hand, keeping his arms restricted, and slammed him against a building, hard.

Normally Suzaku wouldn't be so rough, but this guy was just getting on his nerves. Here someone was with amazing power, the power that could help so many people, and he was helping the terrorist kill innocent people. It didn't make sense to Suzaku!

"I don't know who you are, or why you're doing any of this. But I do know one thing," He said as his eyes narrowed, the speakers to his Knightmare off, "You don't deserve this power." He spits out as he squeezed harder on Lelouch and pushed him further against the building, so he had no chance to escape.

Lelouch felt the righteous anger build up inside of him as he felt more and more constrained, threatening to burst out at any given moment. He gritted his teeth and clenched his fist, not noticing the small yellow sparks on sparking his hands.

AHHHHHH!

Both boys' eyes widened as they looked up and saw a woman falling from the building with a baby in her arms. When Suzaku slammed Lelouch to the wall, it must've caused one of the floors above to destabilize and the woman to fall.

Time slowed down to Lelouch as he looked at the woman. There she was, right in front of him, falling to her death, along with her child, and he wasn't doing anything at the moment to save her. He felt powerless and weak. He hated that feeling. He felt that when his mother died, when the invasion happened, when Uncle Ben was murdered, and when Aunt May got sick. He hated such a feeling. The feeling that he couldn't change the world. That he had no power.

But things were different. He had power now. The power to change history, the power to change his and his sister's life, the power to save lives. And the only thing standing in his way was this fool in the white Knightmare who thought he was superior to everyone beneath him. Would he dare let someone like that keep him from saving someone when he had the power to do so?

NOT A CHANCE!

Suzaku saw the mother and baby falling and was about to move to catch them, but something caught his attention. The man he was holding started to spark with yellow electricity.


"What are these power readings?" Cecile said as the Lancelot's sensors began to pick up a strange energy reading.

"They seem to be some sort of bioelectricity. But that's impossible." Lloyd doubted. No living organism should be able to conduct this level of electricity in their bodies. "Unless…" He trailed off as he looked at the individual in the Lancelot's grip.


As Lelouch continued to fill the build-up of electricity in his body, he glared at the one standing in his way. "LET! GO! OF! ME!" He shouted as he released the built-up energy.

BOOM!

Suddenly, an explosion of electricity erupted from Lelouch's body! The force behind the explosion destroyed the arm holding him down, and the wall he was pinned to. Not taking a moment to breathe, Lelouch instinctively put the electricity into his legs and shot toward the mother and child.

Suzaku snapped out of his astonishment as he saw the man heading towards the woman and child. Fearing the worst, he stretches out the Lancelot's remaining arm preparing to fire a slash harken. "NO! Don't you try and…"

He stopped when Lelouch gently caught the mother and child in his arms, somehow not harming him with the electricity bouncing all over his body. He maneuvered himself down to the ground, using the bioelectricity to jump around and land on the ground with the mother and child safely in his arms.

"He just… saved them?" Suzaku's eyes shook in disbelief. Why would he do that? Why would a terrorist save someone? Or, was he really a terrorist to begin with? Questions began to flood Suzaku's mind.

"Are you both alright?" Lelouch asked the woman and child. The woman looked at him with awe in her eyes, amazed by his feat. But when she noticed he wore the uniform of a Britannian soldier, she soon became fearful and ran away screaming. Lelouch sighed. He should have expected a Japanese woman to react like that, considering what just happened. But Lelouch didn't care, he was just glad she was safe.

And he was even more glad about this new discovery. He then looked down at his body as electricity continued to dance all over it. If his previous powers weren't amazing enough, now he had some form of bioelectricity in him. He did recall reading that some spiders do have such powers, used to help attract and capture prey.

"This is awesome!" He shouted in joy. All this power. It was amazing! Incredible! And best of all, it was his! Not his father's, his! He finally had something that was his own that gave him such power, unlike the bloodline and lineage of his family. This was his and his alone. And he loved it.

He then turned back to the white Knightmare which has been a constant source of irritation for him and even nearly killed that woman and child. Remembering all the irritation and anger he felt throughout their fight and beforehand, the electricity in his body continued to build and grow stronger.


"The readings are off the charts!" Lloyd said, his whole frame shaking with excitement, and rage, at what he was seeing. "Just what is this person?!"

Cecile, however, was concerned about something else. "Suzaku! Get out of there now! Suzaku!"


But her cries fell on deaf ears as Suzaku continued to stare at Lelouch in amazement. Not so much at the electricity, but again he was surprised by his selfless action. Why would he save those people?

Seeing that his opponent was making no move to attack or defend, Lelouch took this chance to attack. Instinctively channeling the energy into his right fist, he charged the Lancelot! Suzaku snapped out of his awe as he saw his opponent running at him. He brought up the Lancelot's remaining arm and activated the Blaze Luminous just as Lelouch jumped into the air.

Lelouch reeled back his fist, the hand glowing with bioelectricity, before throwing it against the emerald shield!

CRASH!

BOOM!

Upon contact, the shield shattered like glass followed by a shockwave of electricity. Both opponents were sent flying back, Lelouch rolling across the ground while the Lancelot left a trail of dug-up dirt in its wake.

The electricity ended up frying the Lancelot's systems, shutting it all down. And the impact caused Suzaku to hit his head hard against the back seat, knocking him out.

Eventually, Lelouch came to and looked up at his defeated opponent. He then looked down at his own hands. The electricity wasn't there anymore, but he could feel it inside his body, coursing through him. But that wasn't what he was focusing on that as he just stared at his hands.

He did it. He actually did it. He fought the white Knightmare, a monster not even a squadron of Sutherlands could defeat, and managed to come out on top. All without his own Knightmare!

"YES!" Lelouch cheered at the top of his lungs as he shot his arm, which he now realized was in pain, into the air. But he ignored it. The joy and excitement he felt dulled any pain or exhaustion felt in his body.

"I did it~! I did it~! Go Lelouch~! Go Parker~!" He sang as he began to do a little happy dance to celebrate! Eventually, he realized was he was doing and suddenly froze in mortifying horror.

He then did his best to cover his face, despite the fact he was already wearing a mask. 'How undignified!' He screamed at himself internally. He then looked around, hoping and praying that nobody saw that. Thankfully, there was no one in sight, and he was certain that the pilot of the white Knightmare had to be unconscious, so there was no way he saw that! Right?

At that thought, the embarrassment left him as he turned back to the Knightmare. A sadistic smirk soon formed on his face as he began walking to the Knightmare. Time to see who was behind the controls of this annoyance. He wanted a good look at their cowering face as he ended their life.

A sudden explosion somewhere in the ghetto caught his attention. He then remembered. The massacre! It's still happening! He had to find Clovis and put a stop to this, now!

But then he looked back to the downed Knightmare. He was right there! The person who caused his plan to fail nearly killed him and that mother and child. He could quickly end them right here and now. But then how many more people would die because he acted selfishly?

His father would take the time, to sacrifice the innocent, but that's not what Uncle Ben would do. So, with a sigh, he then turned away from the Lancelot and began sprinting as fast as he could toward the edge of the ghetto where the G1 Base would be.


Felicia had made her way through the ghetto. Thankfully there didn't seem to be any soldiers or Knightmares, since she and her group took care of the majority of them, thanks to the voice.

The voice.

She couldn't help but wonder what happened to him when he engaged that white Knightmare. The obvious answer should have been that he died, as was what happened to most people who fought against Knightmares on foot. But for some reason, she doubted that. She didn't know why, but for some reason, she just knew he would live.

"Felicia!" Her mind was taken out of those thoughts when she turned to Ohgi who called her and beckoned her to come over.


At the G1 base, the soldier standing guard over the entrance was bored out of his mind, as evidenced by his slouched shoulders. Why did they even need a guard for this? No one would be stupid enough to try and actually attack the command base, not even those Elevens. But he drew the end of the short straw while everyone else got to take in on the action in the ghetto.

Suddenly, he heard the door to the base open behind him. Straightening his shoulders and looking alert, he waited for anyone to come out in front of him. However, no one came. Taking a glance behind him, he saw that there was no one there.

"Huh? Must've been a malfunction. Or a prank by Jerry?" He grumbled as he looked back out at the ruined ghetto.


Within a warehouse that the rebels of the Kozuki resistance were hiding in, many of the rescued civilians of Shinjuku were yelling at and blaming them for causing such a massacre. The hothead of their group quickly got angry and pulled out his rifle, threatening them to be quiet.

Off to the side, Ohgi and Felicia were talking about their savior.

"Ohgi," Felicia began, "Do you know who the voice was?"

"No," Ohgi shook his head, "He hasn't contacted me so maybe he bought it. After all, you did say he took on that white Knightmare alone and on foot. Still find that hard to believe."

Felicia looked down at that. Maybe she was holding onto empty hope. Maybe the voice really was dead.

BOOM!

Everyone screamed in terror as the doors to the warehouse were suddenly blown open as a Britannian tank came rolling inside, followed by several dozen foot soldiers, all of them aimed their guns at the Japanese.

"There you see!" The hothead, Tamaki, shouted in vindication. "I told you! Instead of following some random voice, we should've used the poison gas!"

Ohgi tried to say otherwise but Tamaki interrupted him.

"So this is where you eleven vermin have scurried off to." The captain said with venom in his tone. "Prepare to open fire!"

Everyone began to scream and hug each other as the Britannians prepared to open fire.

Felicia lost her composure. This was it! This was the end, after everything they'd fought for. This was how she died.

"Naoto!" She cried out in anguish as the face of her deceased brother entered her mind.

"Commence–"

"Attention all forces!" Prince Clovis' voice suddenly rang throughout the whole ghetto, stopping the soldiers. "Cease fire at once!"

That shocked everyone in the warehouse.


"A ceasefire?" Suzaku questioned, having woken up and gotten out of the damaged Lancelot.


"I, Clovis, Third Prince of Britannia, and Royal Viceroy of Area 11, hereby command! All forces, cease fire at once! You will also cease the destruction of any building or property! All casualties, whether they be Britannian or Eleven shall be treated equally and without prejudice! Any injured Elevens will also receive medical treatment and all soldiers will provide proper relief aid to all the survivors in the Shinjuku Ghetto! In the name of Clovis la Britannia–you are hereby ordered to cease fire at once! I shall allow no further fighting!"


Within the G1 Base, the lights within the throne room in which Clovis made the announcement shut off, leaving him alone, or so it seemed.

"Well, are you satisfied you specter?!" He asked the shadows, not knowing where the person who threatened his life was at.

"Very. Well done." A haughty voice echoed in the throne room.

"Tsk. I don't wish to satisfy you vermin." He spat out as he began to rise. But then, he felt something cool and metal rest against his forehead, causing his eyes to go wide in fear. Despite not seeing what it was, he could tell, it was a gun.

"I would prefer it if you would sit." The voice said, not giving him a choice. "Don't count on your men coming back soon."

"What?"

"You made the mistake when you ordered your forces to break the formation. It left you vulnerable for me to catch you here all alone. Just like chess."

Clovis raised an eyebrow. "What does an eleven know of chess?"

"Don't you recall? We used to play chess together all the time as boys. But of course… I would always win?"

"What?" Clovis was confused but froze when he heard the click of a gun.

"Remember? At the Aries Villa?"

Clovis froze at the name of that place. The place where he'd visited many times in his youth, for rest an relaxation. And every time he was there, he would always have a chess match with…

"You? Who are you?! Show yourself!" He began shouting as he looked all around the room. "Show yourself!"

Suddenly, right in front of his eyes, a figure began to form out of thin air. His body began to form from the ground up, working its way up his legs to his torso, revealing a Britannian uniform and a hand holding a gun. The figure's face was revealed, one with violet eyes and raven black hair, with an amused smile on his face.

"It's been a long time… big brother." Lelouch said as he finished decloaking.

Clovis was overcome with shock that he leaped from his throne and stared at the boy who had become a teenager. Could it be? Could this really be his brother that appeared out of nowhere right in front of his eyes?

Lelouch then performed a mock bow. "The eldest son of the late fifth consort Marianne, and 17th in line for the Imperial Britannian throne–Lelouch vi Britannia, at your service."

He grinned as he imagined the reaction his brother would have when he looked back up at him. Oh he couldn't wait to see the look on his face when he raised his head.

"EEEK! IT'S A GHOST!"

Well… that's not the reaction he was expecting.

Done!

A/N: Hope you all enjoyed that chapter! I've been snowed in this past week, so it gave me a lot of time for writing, and I've been thinking about this chapter specifically for months, so I had it planned out for the most part. Which made it faster to write.

Hope you all enjoyed Lelouch vs. the Lancelot! I had so much fun writing that fight scene and I hope you guys had as much fun reading it. Don't worry, it won't be the only time they fight. Next time the fight, there will be webs, swords, blaster shots, etc. Just wait!

Also in that fight, don't think Lelouch had instantly mastered his powers. Much of what he was doing was instinct, pure reaction. Most of the stuff he did, he wasn't sure would work

Now I asked this in the Q&A, what do you want Felicia's school personality to be like, and I think I've decided. I'm gonna make her seem like the stereotypical somewhat rich girl who thinks she's too cool for school. I think that facade lines up more with Felicia's core character than the sick girl Kallen pretended to be. I plan on having Felicia have a lot of Kallen's characteristics from canon, but I don't want to make her a copy of Kallen with a different name and hair color.

I also hope you don't mind what I've done with Lelouch's character, making him slightly goofier. Keep in mind, this isn't Lelouch Lamperouge, who had to spend 7 years in hiding with his sister alone. This is Lelouch Parker, someone who has had the experience of living in a normal and loving family for at least half a decade. So he's a lot nicer, more compassionate, less arrogant, and yes, slightly goofier. Hope that's okay with you guys.

Now for the preview:

Growing Pains:

Returning to Ashford, Lelouch learns a startling secret about one of his classmates. Meanwhile, he begins working to master his powers, in hope of finally taking the fight to Britannia. Do you know what that means? Training montage!

Keep safe everyone! Love you all!