Kota was sitting outside his hiding spot thinking to himself. He was thinking back to when Mandalay told him that one day he would meet a hero and understand why they do what they do. Kota growled, "No one like that really exists." He then saw smoke rising from the forest. But he didn't see a shadow watching him and stepping towards him.

5 minutes earlier, Aizawa was guiding the remedial students with him for extra lessons. Mina groaned, "Aww, we wanted the chance to face off with all the others."

Kirishima added, "I thought Pixie-Bob said we'd be getting a reward."

"This is more like torture," Kaminari groaned. "We want our treat, Mr. Aizawa."

Aizawa replied, "Do you want me to tighten your bindings? For tonight's lesson, we'll be talking about how to behave in an emergency. If you don't become more aware that you're falling behind your classmates, then the gap will keep on growing. In a broad sense, this knowledge is your reward. How's that for a treat?"

Kirishima groaned, "I knew I shouldn't have gotten my hopes up."

They arrived at the classroom and Monoma was in there, "Oh, strange. Now, who do we have here? Five members of Class A bombed the exams? And look, there's only one guy from Class B!"

"You failed too, idiot!" Kaminari shouted back.

Everyone sat down and Kirishima said, "He tried to get under our skin the same way yesterday."

Mina added, "At this point, I'm kinda worried about him."

Vlad King was in there as well. Aizawa walked up to him, "Why don't we start with practice maneuvers?"

Vlad King replied, "I was thinking the same thing. Perhaps we should pair them up."

Suddenly they all got a telepathic message from Mandalay, "Everyone! Two villains attacked us! It's possible there are more coming. Everyone, return to camp immediately. We're regrouping. Do not engage any enemies."

Aizawa then told Vlad King, "I'll look after the other students. Protect them." Aizawa then rushed outside and saw the smoke coming from the forest. He knew that they were in big trouble.

Dabi suddenly appeared next to him, "Looks like your concern has you distracted, Eraser." He then unleashed a flame attack right at Aizawa. "You pros oughta lay off. We haven't come here for any of you, so just stay out of our way."

Back with the main group, Spinner announced, "How are you this evening, UA High School? We are part of the Vanguard Action Squad of the League of Villains."

"The League of Villains?" Oijiro asked. "What are those guys doing here?"

Phantom tried to move forward, but Magne said, "Not so fast. Move any closer, and I'll crush this kitty's head so easily."

Tiger shouted, "You get away from her!"

Spinner interrupted, "Now, now. Hold on, Big Sis Mag. You too, Tiger, calm down. When deciding if someone should live or die, we must be careful that we're abiding by Stain's principles."

"Stain?" Izuku asked.

"Of course they follow the ideologies of that fruit loop," Phantom muttered.

Tenya added, "So, you're the ones he ended up inspiring."

Spinner grinned, "At your service. That's us. And you, four eyes, I believe I recognize you. You're one of the self-righteous brats who attacked Stain in Hosu City. Along with the ghost boy in front of us. Allow me to introduce myself. Call me, Spinner. I'm here to make Stain's dreams a reality." He then pulled out his giant sword.

Tiger stepped forward, "I don't care who you are. You're criminals! The woman lying there is named Pixie-Bob. She's a pro hero who's saved countless lives. She's giving her all for these young heroes, pushing them to reach their full potential. She's looking for a mate, but otherwise she's content. What gives you the right to cut such a happy life short?"

Spinner charged at Tiger, "Didn't anyone ever tell you it's not a hero's job to be happy?"

Suddenly Spinner and Magne were blasted away by Phantom's ecto blasts. Phantom smirked, "Finally, they were distracted enough for me to attack. They talk too much."

Mandalay said, "I've talked to everyone. Trust the safety of the other students to Ragdoll. You and I will stay here. We'll hold them back! You all need to return to camp. Class rep, you're in charge on the way there!"

Phantom replied, "With all due respect, you need me here. Tenya, as co class rep, get the other students back to camp. Only engage if necessary. I'm staying here to help."

Tenya said, "Leave it to me. Let's go!"

Izuku then said, "Go on ahead without me. Mandalay, I know where Kota is."

Phantom replied, "Good, go find him and bring him back to camp. I'll meet up with you later." He then tossed him a flare. "Use this if you need backup. Now, let's teach these villains a lesson."

In the forest Kendo was running with Yui still in her giant hands, trying not to breathe in the gas. She heard someone call her name, and turned to see Tetsutetsu carrying Ibara, both wearing masks. "Where'd you get those masks?"

Tetsutetsu answered, "Yaoyorozu from Class A. She made them for us. Awase's taking her to the rest of our class so she can help them too. Take some. We got a bunch."

Kendo took them and put one on herself and handed the others to her classmates. "We need to get back to camp fast. Who knows how many villains could be roaming through the woods."

Tetsutetsu said, "No, I'm going to fight. You make sure these two get back to camp."

Kendo was shocked, "What? Mandalay told us to retreat!"

Tetsutetsu replied, "You're always getting on Monoma when he talks about the differences in our classes, but you feel it, don't you? We're not the same. We all got into UA with the same exam. We study the same curriculum. So why are they better? Isn't it obvious? Class A has been through crisis after crisis, and turned each one into an opportunity. They've had so many chances to prove themselves. You saw Fenton himself. He's on a totally different level than the rest of us. And come on, Kendo. A real hero doesn't turn his back and run from a bad guy. Fighting villains is what we do! Don't try to stop me! We're in the hero course. If we don't stand up now, then when will we? I'm going to find these villains and show them what we're made of."

Up at Kota's hiding spot, he could hear Mandalay's telepathic cry to him, but he was distracted by the fact that one of the villains was walking toward him, Muscular. "I came up here scouting for a nice vantage point, and here I find someone who's not on our list. By the way, nice hat, kid. I like it. Why don't you trade me for this lame mask, huh? They made me wear it because I'm new. Said they couldn't get a shipment of the good ones in time."

Kota tried to run away, but Muscular got in front of him, "I think you and me should have some fun up here, kid. Ready?" He pulled off his mask, and Kota recognized his face, as this was the villain who killed his parents.

"It's you," Kota muttered. "Papa. Mama."

Muscular swung at Kota, but suddenly Izuku rushed in out of nowhere and grabbed Kota, taking some of the blow. They tumbled nearby and Izuku's phone fell out, broken, and the flare Phantom gave him fell out and tumbled nearby.

"What are you doing?" Kota asked.

Before Izuku could say anything, Muscular said, "Huh. Now you, I recognize. You were on the list."

Izuku realized that his phone was broken and saw that the flare rolled neary Muscular so getting to it would be a challenge. He had to defend Kota from the villain by himself until he could get backup with the flare. He whispered to Kota, "Hey. I promise everything will be OK. I'm going to save you, Kota."

Back in the forest, Bakugo grunted, "Damn it!"

Shoto was carrying a member of Class B on his back, "There must be some sort of gas villain out here. I'm worried about the others who're still in the forest. But I don't see that there's much we can do now. Hopefully Ragdoll can take care of everyone else."

Bakugo held a hand over his mouth so that he wouldn't breathe in the gas, "Don't tel me what to do icy….." But he and Shoto stopped when they saw a dark figure, Moonfish, in front of them. "Crap. Who's that? Hey, which group was in front of us again?"

Shoto answered, "Tokoyami, I think, and Shoji."

Moonfish was kneeling in front of a dismembered hand, "So pretty. No, have to work. Can't. But it's so delicious, beautiful flesh. Don't tempt me. I have a job to do."

Bakugo asked, "No fighting, is that the rule?"

Back at the main fight, Spinner charged in, "You fake heroes only care about yourselves and your glory. We'll purge you from this world."

He tried to attack Mandalay, but she dodged and telepathically told him, "Spinner, even though you're a villain, you're still pretty cool. Totally my type."

That caused Spinner to blush. Mandalay charged in, "Are you really blushing? How cute."

She tried to attack him, but Spinner dodged, "That was a dirty trick to pull. Don't toy with me, cat."

Spinner was suddenly tackled by Phantom, who then picked up Spinner using his strength and tossed him several feet away. "Dude, it's called a distraction for a reason."

Mandalay suddenly started to get dragged toward Magne, who said, "Over here, my little kitten."

But that stopped when Tiger punched Magne, "I won't let you use the same trick twice!" Mandalay dropped to the ground and Tiger kept trying to hit Magne, who kept dodging. "Kenji Hikiishi. Villain name Magne. Wanted for nine counts of aggravated robbery, three murders, and 29 attempted murders."

Tiger swung a punch, but Magne caught it, "Oh, does that mean I'm famous?"

Tiger asked, "What the hell did you come here for, criminal?"

Mandalay shouted, "Tiger, something's wrong! I still haven't heard from Ragdoll. It isn't like her not to report!"

Magne grinned, "Uh oh. I wonder what happened to her."

Mange was suddenly blasted by Phantom, who said, "I'll go look for Ragdoll. I'll leave these two to you." Phantom then flew away into the forest.

Up at Kota's hideout, Muscular said to Izuku, "You really think you can save this little brat? That does sound like something a wannabe hero would say. Your kind just likes to mouth off about justice. The name's Midoriya, right? Perfect. We were told to take some initiative and kill you. But first, a little torment. Show me your blood."

He charged in and punched Izuku into the mountain wall. "Whoopsie. Oh, yeah. Hey. Maybe you can help me out a little bit first. Do you know where a kid named Bakugo might be around here? I still have a job to do, after all." He charged in again, but Izuku dodged.

Izuku held onto his broken arm, "They're after Kacchan? Why?"

Muscular said, "I'll take your silence to mean that you don't know. Is that right? Oh good then. It's play time!"

He charged in and kicked Izuku right in the stomach, kicking him into the mountain wall and falling to the ground, blood falling out of his mouth and head.

Muscular laughed, "Yes! Blood is exactly what I wanted from you. What'd you promise? That everything would be OK? How's that working out for you, huh? Don't just lay there, stupid."

Izuku struggled to get off the ground, "That muscle Quirk of his is too powerful. I need a plan. If I worry about Kacchan right now, I'm dead. I have to focus on the enemy in front of me. But where's the flare Danny gave me?" He looked around and saw it lying nearby. He then charged up One For All and smashed Muscular, but it didn't have any effect.

"What?" Muscular asked. "Is that all you've got? You're fast, but you're not strong enough to hurt me." He tossed Izuku to the side. "My Quirk increases my speed and strength so exponentially that my muscle fibers can't even be contained by my skin. I know I'm bragging a bit. But I mean, c'mon. I guess what I'm trying to say is, you're just an inferior version of me!" He charged in, but Izuku dodged. "I can't help but laugh at you, kid! You'll really think you're a hero, don't you?" He jumped after Izuku and punched him to the ground. "How are you gonna save him, huh? Don't make promises you can't keep. Live up to your words or they don't mean anything. You're no hero, you're just a fraud, and you'll die that way!"

Suddenly Kota threw a rock at Muscular, "Remember Water Hose? My mom and dad. Did you torment the two of them, too? Before you killed them?"

Muscular turned to Kota, "Huh? Seriously? Those losers were your parents? Well then, this must be fate. The Water Hose heroes, they're the reason I have an artificial eye in my left socket right now."

Kota cried, "This is all your fault. Nothing in the world is right anymore and it's because of crazy people like you!"

Muscular chuckled, "Little kids are always so quick to say it's someone else's fault. Don't get the wrong idea. It's not like I took them out because I was mad about the eye thing. I wanted to kill people, it's as simple as that. And those two tried to stop me. What happened was the result of all of us doing our best. The real travesty is promising to do something you aren't able to do. That's why your dear old mommy and daddy died."

Izuku charged in, but Muscular said, "Nice try, with the sneak attack, but I'm ready!"

But Izuku kept charging at him, "You ruined his life, and you won't take the blame?" He grabbed part of Muscular's muscle, "Got you now. Doesn't matter how quick you are."

"But what's your next move?" Muscular asked. "You gonna punch me with that puny Quirk of yours again?"

Izuku replied, "It's not a matter of whether or not I can do it. A hero's job is to risk his life, to turn his promises into reality!" Izuku charged his fist with One For All, 100%, and smashed Muscular right in the face.

The force of the punch made Kota fly off the mountain, but he was suddenly grabbed by Phantom, who said, "Careful there, Kota. I've got you."

He landed back on the mountain as Izuku walked over, "Sorry about that. And Danny, you got here just in time."

Phantom smirked, "I saw the flare I gave you. I was out in the forest looking for Ragdoll. The villains' kidnapped her."

Kota looked up at both boys, "Thank you." But he saw that Izuku's arm was beyond broken. Phantom noticed this too, "Izuku, here, let me put some sort cast on that." He covered Izuku's arm with ecto goo.

Izuku mumbled, "Let's get back to camp. It's not far."

But then, Muscular got back up from the ground. Izuku was shocked, "No way. It can't be. I was at 100%. The same as All Might's power!"

Muscular chuckled, "Heh. A bit too obvious. But, hey. Not too bad, Midoriya." He started to walk towards the three boys. "And you must be that ghost boy, Fenton. You're on the kill list too. Attacking you sounds like fun."

Phantom stood in front of Izuku and Kota, "Bring it on, tough guy." Muscular charged at Phantom, who used his strength to hold back Muscular from getting to Izuku and Kota.

Izuku then asked, "Tell me, why have you come here? What does the League want from us?"

Muscular replied, "Doesn't matter to me, I'm just glad they finally let me off the leash. Long as I get to use my Quirk all I want, I really don't care. Remember what I told you earlier. We've just been playing around. Having fun. Until now. Now, I'm serious! Recess is over! I'm coming at you for real. 'Cause truth be told, you're pretty strong. I see that now. Same goes for you, Fenton. You're pretty strong to be able to hold me back. But for how long?"

Phantom said to Izuku, "Get Kota and get out of here. You're hurt and I don't want you and Kota to get hurt anymore."

Izuku said to Kota, "Quick, grab on! Hurry!"

Muscular's Quirk charged up and he overpowered Phantom into the ground just as Izuku put Kota on his back and jumped out of the way.

Muscular jumped after Izuku, "Aw, damn. I got too excited."

Izuku and Kota fell to the ground. Izuku struggled to stand as he said, "Stay back, Kota. And then, when it's time, run as fast as you can back to camp."

Kota was shocked, "You're attacking him again? You can't do that. Let's just go! Come on! Your punch didn't hurt him earlier, remember? Besides, both of your arms are busted up."

Izuku replied, "It's going to be fine."

Muscular charged at Izuku, but suddenly Phantom appeared and put up a ghost shield to protect his friend and Kota. Muscular was too strong and started to punch the shield, slowing breaking it.

"Damn it," Phantom said. "This guy is super strong. Like All Might. And he's just getting stronger."

"Danny," Izuku said. "Move out of the way. I'll defeat him. I have to."

Phantom looked back at Izuku and saw that he was powering up One For All. He suddenly got an idea, "Want to see a repeat of the USJ?"

Izuku realized what Phantom was talking about, and nodded.

Muscular broke the shield, "I'm coming for you!"

Phantom turned invisible as Izuku charged at Muscular shouting, "Detroit Smash!"

The force of the punch was strong, but Muscular pushed through it, "Aww, what's wrong? That was even weaker than before!"

Izuku shouted at Kota, "Go now! I will not let him get past me!"

"Still looking after him," Muscular commented. "Oh, man. You're something else, aren't you?"

Izuku shouted, "Shut up, damn it!"

Muscular shouted back, "Show me your blood!" He crushed Izuku into the ground.

Muscular then said, "Now for that ghost brat." Suddenly he was sprayed with water." "What the…..is that water?"

Kota was the culprit. "Stop. Let him go!"

Muscular replied, "Hold on there, OK? I'll kill you after…"

Suddenly Phantom's eerie voice could be heard, "There will be no killing today. Not on my watch."

Muscular looked around, "Where are you?"

"Right here." Muscular started to hold his head in pain as Phantom possessed him. Then Phantom's voice could be heard coming out of Muscular's mouth, "This guy has a really strong will. I don't know how long I can possess him for. Izuku, finish this!"

Izuku recharged One For All, "I won't let you hurt Kota."

Muscular was trying to fight back the possession, "Damn it! These kids are such brats! How are they getting stronger?"

Izuku shouted, "You won't lay a hand on him! Danny, now!"

Phantom flew out of Muscular's body and charged his fist with ecto energy. Izuku charged One For All to 1 million percent.

Both boys shouted, "Delaware Detroit Smash!" Their double punch knocked Muscular right into the mountain wall and knocked him out. Izuku and Phantom panted hard, getting their breaths back.

Kota was shocked that both boys risked their own safety to protect him. He remembered Mandalay's words about how he will understand his parents' sacrifice one day and someone will show him what it means to be a hero. Kota didn't find one. He found two.