Honestly, being a middle schooler again? It was so unfair.

It was an absolutely mundane, minuscule issue in the grand scheme of things. Kuroko had plenty of bigger and much more intimidating problems to tackle, after all. But, still. The fact that she was a kid again, and back at school again, ate at her as she sat through her morning classes.

She found herself even more thankful that she retained Kuroko Shirai's intelligence and comprehension skills, because she would be utterly lost and certain to flunk out of Tokiwadai in a week otherwise. She had always considered herself an average student, at best, in the life that had been, and so would have been ill-equipped for the far more rigorous standards of Tokiwadai. As it was, Kuroko felt fairly certain she'd be able to keep up with the coursework, accel at it even, so long as she applied herself.

Then again, Kuroko Shirai's intelligence was a far more critical skill for her to inherit outside of just acing schoolwork. Without it, she wouldn't be able to do 11th dimensional calculations at all, and thus be shit out of luck in using Kuroko Shirai's teleportation power. The person she had been certainly wouldn't have been able to do those calculations, she knew that much.

Regardless, Kuroko found the classes at Tokiwadai annoying, frustrating, and barely tolerable. The teachers droned on and on about subjects that were ultimately useless to both her long and short term goals, and did nothing but waste her precious time. So, she felt the same way as just about every other student did in the modern world, at one point or another.

Would it have been too much to ask to have had her mind crammed into an actual adult instead of a little girl?

Kuroko gave a mental sigh, glancing toward the teacher at the head of the class one more time, before starting to zone her out.

So, then. Here she was, at Tokiwadai Middle School in May of 2004. The events of the Level Upper incident weren't scheduled to start in earnest until July, if she remembered right. She was also fairly certain that Index's arrival in Academy City would happen around that same time, perhaps coinciding with that whole business. Then, finally, the events surrounding the Sisters, Accelerator, and the Level Six Shift Project were slated to happen in August.

Wait, wasn't there a second light novel between Index and the Sisters? Something to do with a…Vampire girl, maybe? Himegawa? No, Himegami. Right?

…She'd circle back to that later.

So, assuming she wanted to let things play out as they had, she had roughly two months to plan and strategize how she was going to survive in Academy City. Of course, she had less time than that, because she was not simply going to let canon play out with minimal interference. The Sisters deserved better than that, and she didn't want to risk anyone's life by letting Harumi Kiyama do as she planned.

So, the way she saw it, she had three goals to immediately try and achieve here. One, figure out her gameplan with Harumi Kiyama, two, make contact with Touma Kamijou, and three, figure out how she was going to approach Misaki Shokuhou.

…

And four…figure out how she was going to approach Mikoto Misaka.

Well, as far as Harumi went, she already had a vague notion to try and go to Heaven Canceller first. If she could introduce the two of them together, there was a good chance he could dissuade her from her radical plan. And if Harumi was still set on her goal, well, she would just need to send in a tip to Judgment to try and shut her down early.

Wait. What continuity was she working with here, exactly? She was aware that the latter halves of both the Railgun and Railgun S animes were filler that didn't happen in the manga. That also included the events that led to Harumi's students being successfully awakened. Though the events of that arc were also referenced in the light novels, weren't they? She supposed the only way to confirm that for sure was confirming the existence of Therestina…

God, continuity. She was going to tear her hair out if she had to figure out what was and wasn't 'canon' to this world she was in. Better to assume that certain things would happen regardless, unless proof otherwise was found.

At any rate. Getting involved with Heaven Canceller was risky, given his apparent connections with Crowley, but she had the feeling it'd be worth it. He was a genuinely good man in a city filled with monsters, and she had a feeling he'd take her at face value, even without hard evidence to back up her words. Still, confirming that Therestina was around would be necessary before she delved too much into that plan.

Next, Touma. She didn't recall the name of his school, if it even had one in canon, so she'd be searching blindly if she just tried to look up random school registries. But someone as unlucky and infamous as Touma…surely Judgment had a profile on him, right? He'd have to have been involved in too many fights and too many incidents to not have some sort of 'person of interest' profile in the Judgment database. Failing that, she'd certainly be able to look him up if she searched through incident reports, and cross-referenced information found there afterward. So, finding and making contact with Touma Kamijou wouldn't be easy, necessarily, but it was doable. She had Judgment duties after class, so she should be able to get a head start there.

It was just an open question of what she would do with Touma after tracking him down. Kuroko was still trying to figure out her angle there…

And then—

Oh. Oh shit, Tree Diagram.

Kuroko's eyes widened, a sudden realization rearing its ugly head in her mind. She'd…almost forgotten all about it. Tree Diagram, Academy City's best supercomputer, had been used to make and justify the Level Six Shift Project in the first place. Calculations from Tree Diagram had led to the Sisters being slaughtered by Accelerator. Now, it had been destroyed at the very start of the series by Index, mostly by accident if she recalled, but that hadn't happened yet. It was still up and running, and would be until Index arrived in Academy City.

Shit. That complicated things.

When Touma had canonically beat Accelerator, the scientists behind the project had been unable to rely on Tree Diagram to adjust for the new variable of a Level Zero beating a Level Five. The entire project had been cut at that point. Or, something along those lines; her memory of the exact reasoning of its end was a bit fuzzy. Regardless, the absence of Tree Diagram had been beneficial for the eventual freedom of the Sisters.

So what would happen if she did manage to get Touma to intervene early? Would the experiments be able to continue after adjustments had been made with Tree Diagram? Having Accelerator lose at all might still do the trick, admittedly, but…

Mikoto had been afraid of the experiments resuming when she went after the core remnant of the satellite supercomputer when it was brought back to Academy City. She'd feared, no doubt with good reason, that the experiments would resume if Tree Diagram were to be successfully brought back online. That incident, too, had been what had brought Kuroko Shirai into contact with Awaki Musujime.

Fantastic, now she had an entirely new problem to try and plan around. As if her life wasn't going to be difficult enough…

Kuroko chewed on her lip, dwelling on the issue for a little longer, before reluctantly deciding to set it to the side. She would need to do some independent research into Tree Diagram at a later date, as well as some in depth research into the Level Six Shift Project. She'd already been musing about finding Shinobu Nunotaba, the child prodigy scientist who had been critical in Mikoto discovering the whole Sisters project. Having someone who'd been on the inside of the project would no doubt provide her with valuable insight. Assuming she could get her to cooperate, of course.

At any rate…with Accelerator and the Sisters set aside for the moment, that now left her with the issue of Misaki Shokuhou.

That was something she could take immediate action on, though Kuroko knew she would have to tread carefully. She had dismissed any potential alliance with Shokuhou out of hand last night, but having had the entire morning to chew on it, she was starting to reconsider that rejection. Misaki did have access to resources and allies that would prove invaluable in her future plans, and her power gave her a new angle to work with as well, when it came to the execution of said plans. Their interests would be aligned as well, to be sure. She was certain Misaki would love to know that Dolly was still alive, and what Gensei Kirihara—

…Kirihara?

She was certain Misaki would want to know what Gensei Kihara was planning in just a few short months, as well. Hell, if she had any hope of throwing a wrench into that whole business, roping Misaki in to help would be pivotal. So, really, there were some good reasons to come clean with Misaki Shokuhou, and gain her as an ally.

Still…Misaki was far too liberal in the application of her power, and Kuroko was far too susceptible to it. She was still ill at ease with any notion of her mind being tampered with, which almost felt like a certainty getting involved with Misaki Shokuhou in any way. And yet still, there was the big unknown for how Misaki would react to her true nature…

Kuroko bit the inside of her check, a frown working its way onto her face. Honestly, it felt like it was a bullet she was going to have to bite either way. Unless she transferred out of Tokiwadai, it felt almost inevitable that Misaki would find some excuse to read her mind at some point, and then everything would be laid bare. Even if she didn't do it right away, it would be better to rip that band-aid off on her own terms. And tempting as the idea was to get out of here, well, Tokiwadai was still the nexus point of a lot of pivotal events.

Plus, if she was being honest…a big unknown, like transferring schools? It scared her. At least in Tokiwadai, she had some certainty of what could and couldn't happen here. Any other school at Academy City, it was an open question mark.

Okay, so a meeting with Misaki did seem inevitable, at this point. It'd just have to be something done in private, then. Maybe not right away, but in the near future, certainly. Once she had a better idea of how to tackle that, she'd approach Komaki, and maybe get her to arrange a meeting with Shokuhou.

Then, all that left her to figure out was how to deal with Mikoto Misaka.

…

Actually, she really ought to pay attention to class right about now. The teacher looked like they were talking about something important.

The morning classes let up some hours later, mercifully, and Kuroko was left to eat her lunch in peace. Komaki had invited her to eat together earlier that morning, so Kuroko went to go join her roommate at one of the many idyllic pavilions on the Tokiwadai campus to do just that. When she arrived there, however, she found that Komaki wasn't alone.

She blinked rapidly, taking in the serene looking form of Junko Hokaze, a girl with purple eyes and lavender hair curled into ringlets, and the cheerful seeming Misaki Shokuhou, an overly mature looking young girl with long straight golden hair, golden eyes with stars in them, and a distinctive pair of white gloves and white stockings, both adorned with lace. The two of them stood next to her guilty looking roommate, flanking either side of her.

"Sorry Shirai, like I said, Misaki really wanted to speak with you…" Komaki said, an apologetic smile on her lips.

"Now Komaki, members of our faction need to show respect to our leader. You should be calling Misaki 'Queen'," Junko lightly admonished her, shifting her attention toward her.

"But I don't want to! It's embarrassing…" she protested, making a face.

Kuroko ignored their byplay, however. Instead, she kept her eyes trained on Misaki Shokuhou, eyes glancing toward her bag as she confirmed that she didn't have her remote out. Yet.

"Ah, so you're the fabled Fifth Ranked Level Five, Mental Out?" she adopted the mask of Kuroko Shirai, a polite smile coming across her face as she bowed respectfully toward Misaki. "It is a pleasure to meet you, Miss Shokuhou. I've heard a lot of things about you from my roommate."

"A pleasure to meet you as well, Miss Shirai," Misaki mimicked her words, a hint of mischief on her face as her eyes studied her. "I've heard a lot about you from my dear, beloved Komaki. I'd heard about how ill you'd been until recently, in fact. You have my sympathies; I hope you're feeling much better now."

"I am, thank you," she easily lied, her eyes flickering over to Komaki again. "I'm just glad to be back at school. The sooner I can catch up on the work I've missed, the better."

"I'm sure," Misaki noted. Her smirk widened, and Kuroko felt a shift in her tone as she continued on. "Now, I have been meaning to meet with you, Miss Shirai. Or can I call you Kuroko?"

"Shirai is fine," she curtly replied.

"Shirai," Misaki acknowledged without missing a beat. "Now, I'm sure you have an idea what this is about. You're familiar with the cliques here at Tokiwadai, right?"

Indeed she was. Kuroko Shirai's memories were more helpful here than those from that other life were. Several informal cliques or factions existed within Tokiwadai, made up of students with allied interests, that sought to increase both their own social stature and combine resources together to achieve greater goals. They functioned more like a mix between actual school clubs and social clubs, and Misaki Shokuhou happened to have the largest and most powerful faction on campus.

Misaki continued on, not waiting for her to answer. "Well, Shirai, I was hoping I could convince you to join my faction. You seem like a very bright young girl, with some very useful abilities, and I would love to have you join us. I take very good care of my followers, and I'm sure you'd find being under my tutelage quite beneficial as well."

Kuroko hummed at the offer, tilting her head as she considered her response carefully. Truth be told, she was not all that interested in becoming an official member of Shokuhou's clique. It felt a bit…much, if she was being honest. Still…this might be a good chance for her to get that private meeting with Shokuhou. If she really was going to rip the bandaid off on this, the sooner it happened, the better. Right?

She opened her mouth to speak, but after a moment, she stilled and hesitated. Doubt gnawed at her as she considered the uncertainty of what would follow such a path. Doing it this quickly…it left her feeling ill at ease. It was a big step to do it this quickly. Plus, she still needed to formalize her major plans. Wouldn't it be better if she approached Misaki with a half-decent idea in mind to deal with the most pressing issues on her docket? She could at least approach Misaki as something of an equal then, with some idea of what she was doing, instead of feeling like a headless, flailing chicken stumbling around blindly. Not to mention, this was a rather inopportune moment and setting.

In which case, her goal here should be politely turning her down, but still trying to maintain friendly relations for later.

"I'm flattered–!" she started, but cut herself off as she felt a hand gently being placed on her shoulder.

"You should be ashamed of yourself, Misaki Shokuhou! The girl has barely been out of the hospital for a day, and you're already trying to recruit her? She needs time to catch up on the assignments she's missed, if nothing else!"

Kuroko blinked rapidly, and slowly craned her head to look backward. Behind her was another student, a young girl with black hair tied into two spiky pigtails, and a single glove on her left hand. She smiled confidently at her, flashing her a wink that left Kuroko blinking yet again.

"Tch," Misaki crossed her arms over her chest, frowning as she glared evenly at the interloper. "I'm merely trying to get to know a new student better, Gaouin. And, well, if she does want to join my faction, that's our business, isn't it?"

"Not if you're trying to badger her into it," Gaouin retorted, keeping an even gaze with Misaki. She turned her attention back to Kuroko after a few moments, though, taking a step back as that confident smirk remained on her lips.

"Pardon me, I should formally introduce myself here. Tokiwadai Student Council Vice President, Tsukasa Gaouin, at your service!" she said, folding her right arm upwards as she gave a small bow. "And I'm more than happy to help you turn down Shokuhou, if she's bothering you."

Kuroko stared at her for a moment, but before she could even speak, Misaki jumped in with another barb.

"Oh, I see how it is now. You're trying to poach her from me, aren't you? You want her to join your clique instead, Gaouin."

Tsukasa's eye twitched ever so slightly, and she stepped past Kuroko, keeping a steely gaze upon Mental Out. "That is not the case at all, and you know it! I'm simply here fulfilling my duties as part of the Student Council. It's up to the Council to make sure our juniors aren't being pressured by their seniors!"

"Ah, yes, how clever. I see your play now. You swoop in, save Shirai from my oh so dastardly intentions, and then tell her that you'd be happy to continue protecting her if she'd just join your faction. I didn't think you had such deviousness in you, Gaouin," Misaki sneered, a haughty tone to her voice.

Kuroko, meanwhile, glanced between the two girls in increasing confusion. What sort of Mean Girls bullshit was going on right now?

Tsukasa's eye gave another violent twitch, and her cheeks flushed with anger. She stepped closer toward Misaki, and in turn Junko moved over to shield her, a concerned look on her face. Komaki, meanwhile, looked utterly lost and uncertain as she glanced back and forth between their upperclassmen.

"I resent the implication that I'd ever resort to such tactics!" Tsukasa huffed, planting her hands on her hips. "That's something much more up your alley, Shokuhou. Besides, Miss Shirai would be better off joining any other clique but yours. It's a hollow clique of people brainwashed into compliance, and everyone knows it!"

Junko gasped at that, her face transitioning into a rapid—if admittedly cute looking—scowl, and she clapped her hands together. Several things happened all at once.

The entire Shokuhou Clique appeared out of nowhere, and in the space of a few minutes, worked together in coordination with Junko to set up a covered platform, pick up a startled Misaki, and put her on a chair on top of the platform. After that, the entire clique—including Komaki, who still looked rather lost and now seemed increasingly embarrassed—flanked the platform, arms crossed behind their backs. Junko smirked with smug satisfaction, staring back at Tsukasa as if she'd just proven something profound.

"We proudly serve our Queen," Junko declared, placing a hand over her heart. "Not because of Mental Out, but because of who she is! And it is also because of those bonds of friendship, that any insult handed to our Queen, is an insult to us all!"

Her declaration was met with cries of affirmation by the rest of the clique. Komaki, on the other hand, was starting to look like she wanted to be put out of her misery.

A moment of silence passed. Misaki looked a bit flustered, though she was quickly adjusting to the situation, while Tsukasa stared on with a baffled look on her face. Kuroko, meanwhile, started to back away from the group, keenly aware of the crowd they were starting to attract.

"There Gaouin, you see?" Misaki spoke up from above, before Tsukasa had a chance to react. "My faction has spoken. Their loyalty and devotion is quite stirring, don't you think? Ah, but I suppose you wouldn't know what that feels like, would you?"

"And what is that supposed to mean?" Tsukasa growled, her lips curled into a snarl.

"Oh, nothing, nothing at all. I mean, not everyone can inspire loyalty like this. After all, one has to have confidence in themselves to achieve things like that. And, well, that just seems to be something you lack," Misaki casually stated, staring down at her with a devilish smirk.

"That self-assured aura you have doesn't fool me, you know. You're just trying to make yourself stand out, and seem like someone of worth. Everyone can see it though…ah, how unfortunate that must be. But don't worry! I'm sure you have other qualities to make up for such deficiencies. Admittedly, it might hurt your faction in the long run, but I'm sure you can overcome a weakness like that. I'd even be willing to offer some wisdom and advice to you, if you're so inclined~!"

Misaki tossed Tsukasa a wink to punctuate her statement, and the girl in question flushed with barely suppressed anger. She snapped her fingers, and what Kuroko could only assume was a Tokiwadai student dressed in a maid outfit flocked to her side…lifting Tsukasa up and placing her on her shoulders, letting her tower over Misaki.

What was even happening right now?

"I refuse to let your vile tongue rile me up," Tsukasa professed, putting on a calm, placid demeanor. "I know who and what I am, and am proud of it! But…really, Misaki? Why don't you come off of your high horse? Furthermore, if you're going to try and pretend to be better than everyone else, why don't you try losing some weight first?"

Gasps escaped from the lips of the Shokuhou clique, and Misaki herself leaned forward, eyes narrowed at Tsukasa.

"Just look at your thighs! Whatever you've been eating, we can clearly see where it's going," Tsukasa proclaimed with a satisfied smile, though it started to look increasingly deranged. "Not to mention all the weight you're packing up there. What's that even about, anyway?! Those are fake, right?! There's no way you went from being as flat as a board to that in less than a year! It's all plastic surgery, right?!"

Then she paused, and with a manic gleam in her eyes she accused, "Or maybe you're wearing a fake—!"

Kuroko chose that moment to make her exit, teleporting behind the growing crowd before Tsukasa could finish her response. Though even from there, she could hear the heated squabbling that had ensued between Misaki Shokuhou and Tsukasa Gaouin.

She stared after them through the crowd for a good, long moment, slowly shaking her head.

"Ugh, those two look ridiculous…" a soft voice commented at her side.

Kuroko felt a flood of relief at those words, issuing a soft sigh as she vigorously nodded. "I know, right?"

It felt heartening to hear someone else say what she was thinking, and she turned to thank her new companion. Kuroko froze, however, once she saw who it was.

A familiar looking girl with short, light brown hair and eyes smiled back at her. She glanced down at the bento box in Kuroko's hands, then looked back over to the commotion Tsukasa and Misaki were causing.

"They interrupted your lunch, right? Trying to recruit you and stuff? Shokuhou can be really annoying and pushy like that," Mikoto Misaka guessed, an understanding look on her face. She seemed to come to a split second decision, and added, "Hey, I know a place where we could eat together in peace, if you wanna join me."

Kuroko stared at Mikoto, wide-eyed as her heart started to pound in her chest. The sudden, oppressive urge to leave right now almost made her teleport away then and there, but she just managed to restrain herself.

"S-Sure, that sounds good," she stuttered, discarding the mask of Kuroko Shirai entirely right now, because that would only make things worse.

Mikoto nodded, gesturing for her to follow her before walking off. A few moments later, Kuroko started stiffly following her, trying to ignore the screaming in her head the entire time.

"Oh, I'm Mikoto, by the way. Mikoto Misaka," the infamous Railgun absently introduced herself.

"Kuroko Shirai," she murmured, looking everywhere but at Mikoto herself. "It's, ah, a pleasure to meet you."

They arrived at their destination soon thereafter, stopping at a small bench near the outskirts of the campus. Mikoto took a seat, and Kuroko sat down thereafter, making sure to leave plenty of room between them.

They ate in a companionable silence, Kuroko hardly able to taste her own food as her mind raced. Here she was, sitting next to Mikoto Misaka herself. This was her chance to try and form a friendship with her, to try and get that whole process started. Mikoto Misaka would be a valuable friend and ally, and with her already being somewhat involved in Touma's sphere, it might make it easier for her to eventually track down the Imagine Breaker. She just had to open her mouth and speak, find some topic of commonality that would spark interest and discussion.

Her mouth remained firmly shut, only the most polite and perfunctory of responses escaping her lips when Mikoto tried to engage her with conversation.

Kuroko continued to berate herself, hating that she was so tongue-tied and indecisive in the moment. She knew, on some level, the cause of this, and hated herself even more. She could really use Kuroko Shirai's boundless confidence and social grace right about now!

"So, are you going to join a clique?" Mikoto questioned, drawing her attention back to her.

Kuroko swallowed her last bite of food fast, so fast that she almost made herself choke. She cleared her throat repeatedly, taking a moment to try and calm herself down before giving an answer.

"I, uh, don't think so. It all seems like far too much trouble than it's worth," she said, trying to sound as diplomatic as possible.

Mikoto gave a light nod, taking another bite before giving a reply. "I get that. I felt the same way when I started at Tokiwadai, honestly. It's just not worth it. Especially Shokuhou's faction. Take my word for it, don't give her an inch. She'll walk all over you if you let her."

Kuroko nodded slightly at that, and silence lapsed between them both yet again soon thereafter.

Eventually, they finished their food. After that, Mikoto stood up from the bench, stretching slightly. "Well, guess I'll see you around then."

A sense of panic surged in Kuroko, and she felt as if her window of opportunity was fast closing. Flustered and out of sorts, she blurted out the first thing that came to mind.

"Y-Your hair is real pretty!"

WHAT?!

"Huh?" Mikoto turned back, giving her an odd look as Kuroko sat frozen on the bench.

Kuroko stared back at Mikoto Misaka, the light slowly leaving her eyes as she wished for the sweet embrace of death. After another awkward pause, Kuroko teleported away from view, because at that point, that was the only way she could leave the conversation.

Several teleportations later, Kuroko reappeared in her dorm room. She walked over to her bed, grabbed her pillow, and proceeded to vent her frustrations as she screamed into it.

She had been aware of a certain issue for some time now, namely where it concerned one Mikoto Misaka, but she had chosen to deliberately ignore it. She had hoped that it was just some...aftereffect of her awakening, and would fade with enough time. But after that disastrous performance, there was no denying reality, however much she wished she could.

Kuroko Shirai, somehow, had already fallen head over heels for Mikoto Misaka in her first week at Tokiwadai. That was the only explanation she had for the intensity of her body's current feelings toward the Railgun. That also unfortunately meant that she had inherited those feelings for Mikoto as well. Feelings that were made even worse and magnified, with the knowledge of events to come, and with what she knew of Mikoto Misaka as a person.

Oh, this was going to make things so much more complicated.

Author's Note:

And here we are, the next chapter. I'm really on a roll here, I've never published three chapters in a single week before. This is so weird for me, it's been ages since I've written so much so quickly.

Anyway, to be clear, MC Kuroko has not read Mental Out, but is vaguely aware of it. I've since started reading it myself, partly for research purposes. The confrontation with Tsukasa and Misaki is definitely inspired by that first chapter, found it too funny not to recreate elements of it. I'd also been planning on this angle with Mikoto since the beginning; thought it'd be an interesting angle to tackle that friendship/relationship from, as it were. Right now, Kuroko wants to die from social embarrassment, but her full misgivings and uncertainty regarding these inherited feelings, not just toward Mikoto but to others, will be elaborated on in subsequent chapters.

Hope you guys enjoy!