I just want to note, most importantly, that all major characters in this fic are adults in their 20s. Their exact age is unimportant to me, it can be whatever you want.
I also wrote this on a total whim, the urge to write wouldn't go away, so I slapped this together to satisfy it. I'm not sure how much I'll write on this, but maybe someone will get a kick out of it, I don't know.

When Rishid fell, Penelope's wide auburn eyes seemed to perceive time in slow motion, she'd been told before, she knew what would happen if Rishid slipped away. It always terrified her, and she'd always push the thoughts away before her imagination used the graphic information she'd been given a long time ago to create scenarios that were just unacceptable as far as she was concerned.

Little did she know that the last time she did that, it would be the last time she would be allowed to deny that possibility. That possibility which, much to her dread, was turning into reality before her very eyes.

To the mildest of relief, other people rushed to help Rishid, while Penelope felt frozen in place, her feet refusing to move, despite her desire to make some attempt to assist the man, no matter how fruitless she knew it would be after what happened to him.

The cool breeze caressing her cinnamon brown locks didn't do anything to help her breathe easier as she turned her gaze back to her best friend, her childhood friend, the man she thought they would be by each other's side until the very end. Marik's fingers dug into sandy blonde hair, drawing blood underneath, while his body intermittently trembled and shuddered as he remained hunched over. The unsettling noises he was making were beginning to sound like growling, almost inhuman growling.

Her own hands trembled as she held them towards him, wanting desperately to comfort and help him despite knowing what was inevitable, but too afraid to even approach more than the few feet that separated them, while at the same time she held her hands up to her chest level as a subconscious defensive gesture.

A brief negative thought of Ishizu passed through her increasingly distressed mind, where could she be, why was she not here, at such an important time of all things.

"Marik?..." was all that could escape her lips, at a barely audible volume, she was unsurprised that she received no kind of response, not even a reaction from her struggling friend.

"M-marik!" she repeated, considerably louder, taking a step towards him, keeping her hands partially raised towards him while her eyes began to moisten at the glimpse she caught of his face, it made it painfully clear that he was barely there anymore, and he was struggling intensely for what little there was left of him to remain present.

She didn't care that her exclamation instantly drew everyone's attention and confirmed their suspicion, the fact that Rishid was not the real Marik, their questions in regards to what was happening to the supposed "Namu" barely registered to her, as did their further questions on the newly revealed identity.

The loud clinking on the floor when the Millennium Rod fell from Marik's shaking hand that clutched the back of his head served to everyone else as more proof of his real identity, while it only drew Penelope's attention for a moment, and the sight of his bare hand urged her to grab it.

Despite her worsening dread made more severe by his increasing growling, she pushed herself to do something, no matter how little it might help or even not at all, she had to at least try anything. Her trembling hand grasped his violently shaking one and she did her best to hold it as tightly and steady as she could.

"You can fight it, Marik! I know you can, please!"

It was all the more heartbreaking to see how hard he was fighting it, how much he was struggling, and how little it seemed to matter. She ignored Mokuba's frantic radio call for paramedics, knowing full well this wasn't a medical emergency, although a part of her wished it was, since that would have been easier to remedy than what was happening, and the fact that Rishid's fading consciousness could not be helped by a doctor either only added to the gravity of the situation.

"Listen to me, please, stay with me!" she placed a hand on his cheek in an attempt to get him to look at her, but it was futile, he wouldn't budge from head to toe, all she managed to do was get the drool from his chin on her hand

"Rishid!" she glanced back at the arena, only for her heart to sink further at the sight of the man having completely blacked out by then, his head held up by a concerned looking Jounouchi and Yugi.

"Ishizu! Ishizu, where are you, come here and do something, shi-"

Penelope almost bit her tongue when Marik's hand abruptly squeezed hers painfully tightly, she wasn't completely convinced that he hadn't broken anything under her skin. She barely noticed the sandy blonde hairs between their hands that her friend had ripped from himself during his despair.

She didn't know how much time had passed when, all of a sudden, everything completely stopped. He stopped shaking, his teeth stopped gritting, he stopped drooling and growling, his jaw and eyes unclenched, his muscles relaxed, his grip on her hand loosened entirely.

Penelope instantly felt it, how something had shifted, and how wrong it was, despite the fact that she had no idea how she could tell, all she knew was that the alarms bells inside her didn't quiet down once Marik stopped struggling, they only changed in a way that confused her and still terrified her.

Everything, even the wind, seemed to have gone silent, at least as far as Penelope could tell, which only allowed her to hear her own heavy heartbeat thumping against her chest more clearly.

Whatever the warning she felt inside her was, it urged her to step away, and the sensation was so intense that she immediately complied, almost on auto-pilot, she slipped her hand away from Marik's and took a few steps back while her gaze remained fixed on him.

When he finally moved again, he straightened up and threw his head back in a jerky motion that looked uncomfortable at the very least, but it still allowed her to see the unsettling wide smirk that grew on his face.

Then, when he leaned his head back down, Penelope's already pale skin turned sheet white, she again somehow knew that something was very wrong. The man in front of her looked like the friend she'd known and cared about since she was a small child; physically, in virtually every way, he resembled that man, neither his face nor body had changed one bit, minus the ominous smile that cracked his lips, an expression heavy with malice that she had never seen on her friend before, not even close. He resembled her friend so much. Yet he wasn't him. She didn't know how she could tell, but it was unmistakable, it was as if a switch had been pulled.

This was someone else, someone whose emergence the remaining Ishtar clan and herself had dreaded for years, and when she finally dared to look at his eyes, the completely unfamiliar sight cemented the fact that Marik was gone.

It felt like the most slow yet agonizingly painful punch to the gut, her mouth had gone dry and she tried to keep herself from being sick. She was so distraught that it took her a few moments to fully acknowledge the glowing golden eye on his forehead, which felt like another kick in the teeth, just as she'd been told, the last time this happened, he emerged with the Eye of Wedjat.

When she heard him speak, however, it added a new level of understanding of the fact that the worst thing really had come to pass, that deeper voice wasn't Marik's, her friend never sounded that way, not when they were little nor older. The sight of that completely unfamiliar voice coming out of someone so familiar to her was surreal, his talk with Yugi and Kaiba struggled to fully register to her, she felt as if she was zoning in and out, her mind wanting to escape the situation.

"[…]Compared to me, the other Marik is a child."

Those words did echo in her mind though, and deeply unsettled her.

"He is afraid of the darkness…"

The sight of her best friend speaking with another voice about himself as someone else was too much.

"[...]How fortunate that he would be the one to get smote down by God."

Her glance followed his towards Rishid, and she felt a hint of anger rise through all the distress.

When he addressed Kaiba in regards to the supposed connection between the young CEO and the Millennium Items, it drew her attention a bit more, only because Marik had told her about that possibility himself before.

The more she listened to this other person, however, the more she felt herself mentally drift away, perhaps in some kind of automatic defense mechanism, her mind began replaying distant memories and events.

It was no awful coincidence that she found herself on the blimp at such a time, it was both part of her job and her passion to learn more about history, including the traditions and antiquities of ancient Egypt. All of which were also of great interest to her father and the company he owned, including all the museums it owned as well as the archaeology and history branches. It had been going on as far as she could remember, her father and Marik's elders were business partners, exchanging ancient knowledge and artifacts for various kinds of other modern valuables and information.

She could always remember it, that one summer she went with her father on a business trip to Egypt as a young child. Despite her age, she had already been taught and was beginning to have a half decent grasp on the dialect spoken there, her father seeing it also as an opportunity to practice and learn, since their company had international connections, the earlier she grasped the most necessary languages, the better.

While to her it was a vacation, it was a complete accident to Marik that he was allowed to see the light of the day during that morning. Their friendship blossomed almost instantly, both enthralled by how utterly different each other looked in every way, the way they sounded as they spoke to each other, Penelope trying to use the language to the best of her abilities. Their glee was quickly halted by Marik's father, the aggressive way the man spoke and gestured to his son, demanding him to return to the dark underground at once, concerned all the other foreign adults and frightened Penelope. Seeing the deeply sad but accepting look in her new friend's eyes, the little girl, despite feeling intimidated, courageously left her father's side and rushed to Marik, taking his hand, looking up at the cruel expression of his own father with pleading eyes. It took some expensive generous offers from her father for the man to agree to allow both children to tag along, play and get to know each other better, while the adults travelled with them around and discussed business, and she always remembered Marik telling her that it had been one of the best days of his life.

Some of the other best days being when she would plead her father to take Marik's father on distant business trips, just so that Marik, his sister, and their older brother Rishid - both of which Penelope also became good friends with - could leave the dark underground dungeons they were forced to call their home and go on vacations with Penelope. The supervision provided by long trusted babysitters on Penelope's end, while Marik's uncle and aunt were the only people that could be safely bribed to tag along and allow the children some freedom and happiness under strict secrecy.

It all went as good as it possibly could under the oppressive rule of the Ishtar family's patriarch, until that nightmarish day when Marik's psyche finally fully shattered, and the monster that emerged had inflicted tremendous suffering on their father before the man succumbed to his horrific injuries. Penelope couldn't even begin to fathom what having even a small portion of skin torn off while being fully conscious would be like, let alone the skin of one's entire back, but she could recall occasionally feeling sick when she would remember the gruesome events being told to her by Ishizu and Rishid. There was no mistaking that their father was dangerously abusive and nobody, let alone children, should live the way they were forced to, but the way that man was disposed of made her lose sleep before, made all the worse by the fact that it was done by Marik's hands.

Ever since then, the possibility of the monster that massacred their father returning was dreaded by everyone who had the misfortune of knowing exactly what happened. In the following years that went by, Ishizu in particular tried to bury that memory as best she could, while still remaining vigilant of any potential change in her brother.

Penelope could understand and respect her stance, but even if she could not, she wasn't in any position to judge, since she grew close enough to the woman's brother to assist him in various activities, some of them less legal than others, using both bribes and sometimes threats, as well as her connections established through her father's company. She wasn't proud of it, but it was good both for business, and her friendship with Marik, and he had convinced her that it was important and necessary. On top of everything, she always tried to ensure nobody would be hurt, and if that wasn't possible, that any harm would be minimized and be well worth it.

A sudden strong breeze blew a few locks over her face, it was refreshing, it almost brought her back to the present moment where she did hear Yugi speaking, but his words didn't register with her.

The sinister chuckle that came from Marik followed by his words, however, raised the hairs on the back of her neck and promptly seated her back in reality.

"There is no going back, now, you see."

Penelope swallowed and blinked her dry eyes, realizing she had been staring into space for a while. She looked at him as discreetly as she could, through the corner of her eye, but her secret didn't last long.

When the familiar violet, yet at the same time alien eyes suddenly pierced their gaze into hers, she felt her heart skip a beat. She could no longer pretend she was invisible, he was finally acknowledging her presence, and it made her stomach knot.

"As for you…" the already present smirk on his lips widened, and Penelope felt powerless to do anything except stand there frozen, even as his gaze began slowly traveling down her figure, then back up at her clearly frightened expression.

His head cocked to the side as if he contemplated or wanted to verify something, she could've sworn his smirk turned even more twisted before he slowly blinked at her, then aimed his gaze downwards.

"What are you waiting for? You know how important it is."

With her mind flooded by a variety of unpleasant emotions, it took Penelope a few moments to realize he was glancing down and referring to the Millennium Rod that had been dropped on the floor, near his feet.

"Pick it up." His voice dropped even lower, along with most of his smirk, he sounded serious, demanding, as opposed to the previous cocky, seemingly easy-going confidence from just before when he was speaking to the others.

In spite of all things, he had an actual point, the Millennium Rod shouldn't be on the floor, especially after it was dropped, it was far from fragile, but it was still an extremely valuable antiquity at the very least. If nothing else, she could at least try to take it away from this other Marik, since, despite not knowing the full extent of its power, she had seen before what her friend could do with it, what bizarre, seemingly otherworldly abilities the object appeared to possess. The least she could do was pick it up and run with it, take it to Ishizu, just keep it away from him.

Penelope felt her mouth dry again, taking the first step was more difficult than she expected, as if her shoes were made of solid lead. It was all made worse by the way his eyes, including the one on his forehead, near stared a hole through her the entire time.

The silver lining arrived in the form of the paramedics, who rushed the unconscious Rishid away on a stretcher while checking his vital signs, Penelope's gaze quickly followed them, some relief rising upon hearing that he had a weak but steady heartbeat and breath.

"Oi."

The stranger occupying Marik's body drew her attention back, sounding slightly more impatient, which only made the task of getting the Millennium Rod away from him more tense and frightening.

She swallowed apprehensively, pushing herself towards him while trying to keep at bay the horrific memories of what he had done to Marik's father when they were mere children. The thought crossed her mind if he would be capable of even worse things as an adult, but she immediately did her best to block it, she didn't need to make this any harder than it already was.

Trying to keep her gaze away from him and on the object of interest near his feet, she made a real effort to take the next few unsteady steps towards it, feeling her hands were already clammy. She dreaded bending over so close to him, she had to force herself to stop thinking and just act as if she was a robot, it was even more difficult than approaching him, and when she did it, she could've sworn she stopped breathing, until the moment her hand made contact with the ancient artifact.

Realizing this was her chance, she tightly wrapped her fingers around the rod's handle, but as she straightened up, she twisted around too much, making it too obvious that she was planning on turning around and running away.

In one swift motion, he instantly grabbed her wrist uncomfortably tight before she could take off, ripping the Millennium Rod from her fingers, twisting her around to face him and planting the head of the Rod right under her chin and pushing it up, forcing her to look up at him, as he was nearly a head taller than her.

Penelope immediately regretted her attempt at taking the rod away from him and prayed there wasn't some other power of the object unknown to her that allowed it to cause her harm in that position. She wanted to move, she didn't know how she could free her wrist from his vice grip but she knew she wanted to get away, yet her body refused to comply. While some of the people around the duel arena had left with the paramedics and Rishid, one of the few that remained was Jounouchi, whose concerned expression turned hostile after Penelope's failed plan and Marik's aggressive reaction to it. The young man took a rushed step towards the two, but Yugi stretched his arm before him, preventing him from approaching and giving him a stern look, followed by stricter words when he turned to the aggressor.

"Marik, let go of her, now."

Both Jounouchi attempting to rush at him and Yugi's words went completely ignored by Marik, who only slightly leaned down towards the frozen Penelope and spoke in a near whisper

"I've been waiting for a long time."

As if she wasn't panicking internally enough, those words sent her racing mind into overdrive. What could he mean, exactly, did he already have something malicious planned, how much harm did he intend on inflicting, and how much worse could he be than the last time he emerged. The questions and possibilities, along with the fact that the Millennium Rod was back in his possession, as well as his far too close physical proximity, made her feel weak, she aimed her gaze through the corner of her eyes, not wanting to look at him anymore.

Her lips parted because she reflexively wanted to say his name, the real Marik's name, in a blind attempt to bring him back somehow, but she quickly came to what senses she could, realizing it was far too late for that. At the sight of her parted lips, however, a small twisted smirk grew back on his own, and he leaned down just a tad further.

"The fear coming off of you right now…"

His words, perhaps in opposition to what he intended, brought back some awareness to Penelope, which was followed by the ability to shake off some of her fear and discomfort and compose herself enough to take a step backwards. However, she could only distance herself at an arm's length, since he refused to even loosen his tight grip on her wrist.

"Marik!"

The relief of hearing Ishizu's voice was instant, Penelope turned around to see the woman standing several feet away with a stern scowl on her face aimed straight at him, while her chest rose and dropped noticeably quickly, indicating that she had been in a rush to get there.

"Oh?.. " Marik's eyebrows raised with faux interest and surprise, but his grip on her wrist loosened enough to allow her to tear herself free. She quickly rushed to Ishizu's side

"It's been a long time, 'sister'."

Ishizu didn't respond, her attention drawn by Penelope's words and frantic disposition

"He's back! Ishizu, h-he's here, it just happened, just like you said, when Rishid got struck down by that.. I don't know how the hell it just-.. i-it wasn't a normal storm, it struck Rishid and he went unconscious, they said he's alive but he wouldn't respond, wouldn't wake up! Shit, shit, what do we do-"

Her eyes were beginning to moisten before the other woman grasped her shoulder reassuringly and tried to match the sentiment in the tone of her voice

"I know, Penelope. Please, calm down, it's going to be…" her words briefly faded "It was written."

She knew his sister was talking about fate again, alluding to her ability to see the future through her Millennium Necklace, something Penelope had always been skeptical about, and now especially it brought her little to no comfort. While Ishizu herself wasn't entirely confident and was frightened that the personality switch had come to pass again, she did have genuine faith that the situation could still be resolved without bloodshed, fact which did bring some comfort to Penelope as well.

Marik huffed towards Ishizu "Not even going to speak to me? How cold."

"There is nothing to be said, you are not something that can be reasoned with." His sister replied calmly, but both women tensed up when he began walking in their direction.

To some relief, they were only standing in the way of the exit, as they moved aside, Marik walked down the stairs, making it easier for Penelope to draw breath with each step he took away from them.

Her eyes remained fixed on him as he walked, however, and she couldn't shake the feeling that letting him walk away like this was the wrong thing to do. She hated the idea, especially since she tasted that relief upon having the distance between them grow, she wanted more of it, she wanted to stay there until he was as far away as possible then rush to her own room and lock the door, maybe push a wardrobe or two in front of it.

But she felt the urge of knowing where he was going, of trying to find out if he was already planning something malevolent. With a deep breath, she composed herself and whispered to Ishizu

"I'm going to keep an eye on him."

The woman swallowed, her expression softening, but nodded and spoke with caution in her tone

"I understand. Be careful, lock your door, and talk to me soon."

Penelope nodded back "I know, you too."

She heard Yugi begin talking to Ishizu but paid it little attention, focusing on following Marik as discreetly as she could, taking cover behind every corner that met the sides of the hallway just in case he turned around, and peeking out to continue the hopefully silent pursuit. The fact that it was night outside and this particular part of the blimp wasn't as well lit as the more commonly occupied one offered some mild aid.

When he reached the elevator, however, Penelope panicked internally again.

Shit, what floor is he going to?!

There was no way for her to get even the vaguest indication of what button his hand was near inside the elevator, the doors were facing straight forward in the short hallway she followed him through, she would be easily seen. She could only watch from behind a dark corner how the elevator doors closed, and for a brief moment she could have sworn he glanced right at her before they were completely shut, she couldn't tell if it was real or just her frightened paranoid mind playing tricks on her.

With a sigh of defeat, she could only rush to the adjacent elevator and press the button of the floor where both her and Marik's rooms were, praying that her guess would prove accurate. Only after the elevator began moving did she realize her mistake and panicked again, she activated it too early, if Marik was indeed going to the same floor, she might arrive too soon to remain hidden.

In the heat of the moment and with far too many bad things and emotions happening very recently to allow her good judgment, instead of stopping the elevator at another floor on the way, she decided to press herself in the corner near the button panel where there was a blind spot, at least when viewed from outside at some distance.

Once the elevator came to a stop and the doors slid open, it took her a few moments of encouraging herself to sneak a peek outside, and to her surprise, she had guessed right, she spotted Marik walking down the long hall, not far away from her, presumably towards his room, or at least, the previous Marik's.

On one hand, the bright lights in this area made her feel more hesitant to follow him, but on the other, she was almost sure he was just going to go into his room, plus she was so close to her own room, where she could safely barricade herself inside. She swallowed apprehensively and pushed herself to continue following him, if nothing else to just make her way to her own room.

Despite her heart thumping heavily against her chest and every second feeling like an entire minute, everything seemed to be going well, she continued taking quiet steps a safe distance behind him, only briefly resting by the occasional corner to hide.

Come ooon, move faster, you.. bastard… I just want to make sure you're staying in your room.. and lock myself in mine, I don't know how much more of this I can take..

She didn't know if it was worse or better that Marik's room was closer than hers was, she would've loved to open her door and discreetly watch him from the safety of her room, but opening it would make noise. At least this way she could hide behind the corner before he reached his room, then watch quietly from there before rushing to her room as soon as he closed his door.

It was too bright, and especially too quiet, the latter of which adding to her feeling of unsafety, the blimp was massive and there were too few people on it, only the relatively few contestants and the staff which mostly kept away from the living quarters with the exception of the occasional cleaning and maintenance staff. The silence of the hallway only made the sound of his footsteps more easy to hear, it was oddly reassuring and unsettling at the same time, at least the continuous steady beat confirmed that each passing second was bringing her closer to safety.

Until the beat abruptly stopped.

Penelope froze in place as well, biting her lip with a spike of anxiety as her gaze remained fixed on the stationary man ahead, briefly dropping lower to the golden Millennium Item in his hand. She fully expected him to turn around, and dreaded the thought of him approaching her, with nobody else around this time.

Unbeknownst to her, Marik was well aware that she was following him, and decided to verify something, both to see what she would do, and to discard something he disliked.

Penelope's brows furrowed with confusion when, instead of turning around, Marik grabbed the bottom edge of his lavender top, pulled it over his head, removing it then casually tossing it on the floor before continuing walking forward.

Her eyes blinked a couple times at the scene, briefly distracted by the sight of his sandy blonde hair partially covering the deep scars in the shape of ancient symbols and text that were carved into his muscular back. Moments later, she continued stepping forward, more cautiously this time, but as soon as she closed the distance to the discarded shirt, she picked it up without even thinking and crumpled it into a ball against her chest while remaining focused on following the man ahead.

When he finally reached his room and stopped in front of it, Penelope's eyes darted towards her own, several chambers away and she froze in place. She remained dead silent as she watched him reach into his pant pocket for the keycard and slide it into the security device next to the door, prompting it to slide open with a gentle mechanical noise.

Her heart skipped a beat when instead of walking inside, he finally turned around to face her, his gaze lingering on the lavender shirt she held tightly against her chest, she could've sworn she saw him roll his eyes, she couldn't tell for sure due to the distance between them.

Feeling her fear rise again in the few moments of silence that felt much longer to her, she flinched when he spoke up

"Come visit me soon, we have much to talk about, don't we."

The twisted smirk on his face was clearly noticeable, however, as was his amused tone of voice, which was followed by a dark chuckle that prompted her to take an instinctive step back.

He wasn't expecting a response, at least judging by the fact that he then stepped inside and the door closed behind him.

The mechanical noise it made closing was one of the most relieving she'd heard that night, she immediately picked up the pace, rushing to her room, where the sound of her own door closing and locking was even better. A heavy exhale left her as soon as she knew she was safe inside, she didn't even realize that she had been barely breathing for the past minute, and didn't protest when her stressed out muscles wanted to relax, allowing herself to lean her back against the door and slide down.

Taking her time to compose herself and get her emotions as well as her frantic heartbeat in check, she took a few extra deep breaths, delighting in the feeling of everything finally slowing down in a relaxing, safe manner, her head leaning back to rest against the door, while her fingers loosened their grip around the shirt she held against her chest.