He wasn't by the ocean anymore, at least, but he wondered if this place was any better.

Lua licked his lips, looking nervously out at the silent black forest that stretched out before him. Behind him, the stark cliffs and gray beach remained, and he felt like he could still feel the ocean leering at his back. It had taken him what felt like hours to find a stretch of cliff without worm holes in it, and a long time more climbing up the cliffs to get to the top. He was still winded. For just being a soul at the moment, everything still felt really exhausting, like he was still in a solid body.

Where was he even trying to go...? He had no idea. Maybe he should just be staying put, hoping that staying in one place would make it easier for the others to find him.

But it was so quiet...so oppressively quiet...he wanted to scream. He could hear his heart rushing in his ears, the silence ringing painfully. Sitting in one place and just waiting for help he didn't know would even come was far more frightening than anything else.

"I have to find a friendly spirit somewhere, right?" he mumbled to himself. "E-eventually."

His voice sounded weird in the quiet, so he shut up.

He took a quick look around again. He kept feeling as though he felt someone looking at him, or worse, kept thinking he heard the sound of something following him—only to find that there was nothing behind him at all. He didn't know whether to be afraid or not...something had rescued him from that worm, but he didn't know what. Maybe he had already found a friendly spirit? He didn't know why it wasn't showing itself, though.

"Is anyone there?" he whispered, just so that he wouldn't make his voice echo in the silence.

There was, of course, no answer.

He licked his lips again. He shook his head. There was nothing for it. He had to pretend to be brave, and get going again. He had to find...something, right?

He squared his shoulders, rolled his fists up, and clenched his jaw, before marching into the woods.

Immediately, the hush grew closer, like a muffled batch of cotton pressed around his head. His footsteps felt painfully loud where they scraped over roots and leaves, and he winced at every tiny sound. But nothing else moved. There was no wind, no animals scrabbling in the brush, not a single movement anywhere to be seen. What was this place? Was there nothing in the whole world here?

If only I knew how to get to another world from here...if only Luka could hear me from here...

He was getting so sleepy...was it okay if he just sat down for a little bit...?

His drooping eyes, however, immediately flew open when he saw them—three glowing eyes, peering at him from a bush.

His pretending to be brave act instantly crumbled, as he squeaked, leaping back, arms wheeling, and tripped on a root. He went down in a tangle of limbs and his head struck hard against a root.

For a moment, lights flared in front of his eyes and he could only lay there, sprawled and spread eagled and staring at the motionless black leaves canopied overhead. His head spun. It took him precious moments to force himself past the dizziness and pain to sit up again.

The three glowing eyes had vanished. He hadn't heard anything...where did it go?

Nervous as he rubbed his head, he looked around. His vision was blurred with the pained, terrified tears. He—he couldn't do this...he was so scared...

"Go away," he mumbled. "P-please...everyone...go away—"

He heard a soft fwump and almost screamed. He jerked himself to the side as he whipped his head around and—

Three big eyes blinked at him, all of them out of sync with each other. Red slit pupils dilated slightly in yellow orbs as they considered him. It...it was small, Lua realized after his initial terror vanished. It would barely reach his knees if he stood. It was round, and fluffy...a little like a Kuriboh with it's spindly green fingers and toes. It was orange, though, with splotches of black against its fur. Actually, now that Lua's heart was starting to slow, he thought that it was actually familiar...

"Y-you're Sangan, aren't you?" he said.

The creature blinked again, each eye blinking one at a time in almost a wave motion. Then it hissed softly. It took Lua a moment to parse the words out of the sounds.

"Tiny," Sangan hissed. "Tiny Heart. What is tiny Heart doing here?"

Lua blinked.

"H-heart?" he said. "I don't know what you're talking about."

Sangan hopped forward until it was almost sitting in Lua's lap, and Lua flinched back. The creature leaned forward into Lua's face, blinking at him again. Then it leaned back, shaking its head.

"Much tiny," it said. "Much tiny than expected."

Sangan didn't look very dangerous, and from what Lua remembered, it was only a thousand attack monster, however, with every word, Lua become very aware of how sharp its teeth looked.

"I'm just trying to find my way home," he said, eyes filling with tears. "I don't know what you're trying to tell me."

And then he heard another faint hiss behind him, and when he turned around, he saw—he saw his own shadow stretching, crawling up a tree beside him and turning with glowing yellow eyes.

"Go away," Lua's shadow hissed. "Not welcome here."

Sangan growled and chattered even as Lua's heart pretty much stopped.

"Kageningen," Sangan said. "Kageningen. Why with Heart?"

"Go away," Lua's shadow insisted.

Sangan skittered back slightly, eyes narrowing.

"Kageningen weak," it said. "Much weak."

"Strong enough," Lua's shadow or, perhaps, Kageningen, said.

Lua's eyes bubbled with tears. What was happening? He edged backward on his butt as the shadow and Sangan continued to bicker softly. He eased himself to his feet, walking backwards slowly. It was weird to see that his shadow did not come with him, weirder still to see it with glowing eyes that narrowed and emoted as it argued with Sangan, but he didn't—he didn't want to stay here.

He turned and ran.

He thought he heard a faint hiss and a squeal.

"Heart!" Kageningen shouted. "Heart! Wait!"

Lua didn't wait. He just wanted to go home!

He leaped over roots and ducked under branches, crashing through undergrowth. He had no idea where he was going but he just wanted to be far, far, FAR away—

He stumbled as his foot caught on branch, and he squealed as he went face first to the ground. Groaning, he sat up, brushing leaves out of his eyes.

The ground shifted slightly, wriggling. That…that was not a branch he had just tripped over.

Slowly, slowly, he lifted his eyes upwards.

For a moment, it just looked like a lumpy fallen tree, slouching over, most of its bark scraped away so that it looked rough and pale. It was as washed out and gray as the world around it, so it didn't stick out right away. But then it moved—and Lua realized that it was much squishier than he had thought, and the arched appendages that spread around it were not roots, but tentacles with suckers down their bottom edges, and the thing was turning slowly, making heavy sniffing and panting sounds. A mouth split open near the bottom of the creature, crooked, ragged teeth slick with drool. Another mouth opened along one of the tentacles, and then two, three more along the bulbous top that could have been a torso shape—where a face could have or should have been, yet another mouth opened, drooling as its spindly arms uncurled from it with massive, bony hands.

Drool slid out of each of its mouths as it made more sniffing noises. Lua did not move—did not breathe. He had tripped over one of the tentacles, and he was in the middle of some of them, now, all draped on top of each other. They were starting to slid sinuously against each other like a snake, the creature waking slowly. Oh god, oh god, oh god…

He pressed his hands to his mouth to keep the sound of his breath as silently as possible. C-could it hear? Could it see? It made sounds like it was smelling, but it didn't have a nose…just…just a lot of mouths.

A soft growl rose up from somewhere inside the creature.

"Where is it?"

None of its mouths that Lua could see moved, but there was no question that it was speaking—the sound rattled in Lua's throat, made him dizzy and feel like he wanted to throw up.

"Where is it? Delicious little heart…where is it?"

Lua had to get away. He had to get away.

He couldn't move. Oh god, he was so scared, he couldn't move.

The tentacles slid around him, almost touching him—he knew that if it could feel him, it would grab him instantly. He scootched very carefully out of range of the nearest tentacle so that it wouldn't brush against him, hoping that it really couldn't hear.

"Where is it?" the creature whined. "So hot…so bright…I want to eat it…want to eat the last light…"

A cold hand grabbed Lua's elbow and it took everything he had not to scream, yelping muffled into his palms. He looked down quickly to see his own shadow holding him, yellow eyes glowing at him from the ground.

The shadow turned sideways so that he could see the face in profile, raising its other hand up to its lips. Then it beckoned, tugging gently. Lua looked up to see that there was a space between the tentacles. He could get out.

Slowly, slowly, he got himself to his feet, eyes fixed on the creature. It was turning around slowly, back and forth as it breathed heavily. M-maybe it could smell with its mouths.

His shadow moved ahead of him as he carefully, one step at a time, made his way free of the tangle of tentacles. His heart hammered in his chest—any minute now. Any minute it would turn around and sense him and he'd feel the tentacle wrapping around his chest, the suckers grabbing hold of him—

He kept his eyes on the glowing eyed shadow under his feet and kept walking, turning when the shadow did. He didn't know how long they were walking before his shadow finally stopped, crawling up the side of a tree so that it could look at him.

Lua's knees shook.

"Is it gone?" he whispered.

"Not gone. But we gone," the shadow said.

Lua's eyes bubbled with tears. He was scared. He was scared of the shadow, too, but…but it seemed to have saved him. The glowing yellow eyes blinked at him. He rubbed his own eyes quickly.

"Y-you saved me," he mumbled. "Um…thank you."

"Must protect Heart," it said, nodding sagely.

"What…what does that mean?"

The shadow didn't respond to that,

"Am Kageningen," it said.

"Um…nice to meet you," he said. "I'm Lua."

The shadow nodded. Lua glanced back the way they had come—everything in this woods looked the same, but he didn't see that creature in the distance anymore.

"What…what was that thing?"

"Outer Entity," Kageningen said. "Is called Nyarla."

Lua had never heard of such a Duel Monster before, and he shuddered. He would had to have to see something like that on the other side of a duel field.

"No worry," Kageningen said. "Is zero attack."

That thing? Really? Lua somehow doubted that attack points really made too much of a difference once everything was real. He swallowed.

"So…where are we?"

"Is Outlands," Kageningen said. "Is very far from home."

It tilted its head at him.

"Will help," Kageningen said. "If trust."

Lua had…no reason not to trust the strange little shadow creature, he supposed. It had saved his life twice now—three times if you counted the thing with Sangan, though Lua wondered if he had really been in danger then. He had no idea where he was or what he was doing, and he didn't know why everything wanted to eat or help him or why they were calling him the "Heart."

Maybe he should ask.

"Why did…um…why do you and that thing call me the Heart?"

Kageningen blinked.

"Is you," it said.

"I know that, but what does that mean? Why did that thing want to eat me?"

"Madness," Kageningen said, nodding. "Is mad. Light and Shadow, both gone mad. Is happening slow. But still mad. Madness infects us. Higher ones first. Mad ones want to eat what's not mad yet."

"It…it wants to eat me because…it's crazy?" Lua said. Kageningen nodded, but Lua didn't really understand the connection. Well…maybe he could figure it out later. "Um, what about you? Why are you helping me?"

Kageningen's outline wrinkled, as though it were shuddering.

"Want you to save us."

Lua's lips parted. Save them? From what? He couldn't save anyone...he could barely take care of himself.

"I...I don't know if I can do that," he said. "But...uh...I have some friends who are really good at that kind of thing. Do you think you could help me find my way back to them? I'll definitely make sure they can help."

Kageningen nodded very quickly.

"Know safe place. Follow Kageningen."

It slid off of the tree and began to slither forward along the ground. Lua hurried to follow. This could probably be a way for Kageningen to get to eat him itself, he thought, but…he was kind of out of options.

He'd have to trust that Kageningen really did want to help him.

The stands roared. Judai tensed, his hands twisting into his pants. It was taking everything he had to remain calm, but with the sound of all these people, it was harder than ever. He stared out at the track, across the way to where Team Taiyou was prepping their D-Wheels. Taro looked up and even from that distance, he seemed to notice that Judai was looking at him. He half smiled, raising a hand. Judai raised one back. His heart thrummed. He hoped Taro would keep his promise, and fight hard...he had no doubt that Yusei and the others could win, but if Taro tried to throw the duel for them, Yliaster could possibly retaliate...Judai hated to think about Team Taiyou getting involved if they didn't have to.

I feel bad, he thought, grimacing. From what I can tell, they're just small town kids trying to make it big for once. They just had to get involved with a tournament like this.

He looked up, then, at the sound of boots scraping on the ground. Yusei stood over him, holding his helmet in both hands. His dark eyes were clouded with worry—Judai hated that look. Yusei should be smiling...he deserved to smile more.

"You all right?" Yusei asked quietly.

"I should be asking you that," Judai said.

Yusei shrugged. He, too, glanced across at Team Taiyou.

"Yamashita-san promised that he wouldn't tell his teammates that we met up," he said. "And it looks like Taro is the last runner—so we can expect to get the fair match we promised."

"That's good," Judai said.

He frowned out at the arena.

He couldn't tell if their pit crew was lacking, or over-full right now. Carly, Lua, and Luka were all, obviously, absent. Carly was still recovering in the hospital; it would be at least another few days before she was discharged. Luka and Johan had left this morning, disappearing into the spirit world. Judai hadn't heard from either of them since, but he trusted Johan to take care of Luka—and Luka to take care of herself. It was hard to get a message through the thick layers of spirit world, which was what made Lua's ability to speak across dimensions so incredible. Hopefully, the next time he heard from Johan and Luka, they would have Lua's soul with them.

But in the meantime, his old classmates had joined them in the pit. Manjoume was leaning over Bruno on the readouts, pointing at something as he discussed something with Bruno. Shou was on headset, clearly talking to Crow, who was already near the D-Wheels, just testing his engine while Jack stood nearby with his arms folded. Aki hovered near them, with her Duel Disk strapped on—ready in case a fight had to break out from the sidelines. Asuka had gone out to put her sensors all around the arena near the track. Without Carly to keep an eye on things for them, it would make it easier for them to keep an eye on things.

"I don't know that we have anything to worry about this time, except the duel itself," Judai said.

Yusei looked down, curious. Judai bit his lip.

"Fujiwara hasn't shown up since that night, he'll...he'll be more interested in trying to find his kids than messing with us. It's too late, anyway, for him to stop what happened to his kids because of us..."

He didn't mention the fact that he knew Fujiwara wanted to kill Yusei. Either way, Fujiwara had been remarkably quiet since the day that Lua had turned on him. Maybe he wouldn't show up.

"And Yliaster clearly wants us to win," he said. "So...they won't try to sabotage us."

Yusei nodded quietly.

"Hopefully that's all we have to deal with, then," he said. "I'm...distracted enough as it is."

Judai wanted to reach for Yusei's hand, but Yusei had both of his on his helmet. As though reading his mind, Yusei tucked his helmet under his arm, and let his hand fall down. Judai immediately grabbed for it, and their hands tightened around each other.

"I'm scared," Judai whispered.

Yusei nodded.

"Me too," he said.

They just stood there for a moment, holding hands tightly together. Then the tone sounded for the runners to get ready.

"Who's up first?" Judai said.

"Jack," Yusei said. "It's been working out for us so far, anyway."

Judai nodded. He winced at a rolling roar from the crowd, echoing as Jack drove his bike around from the pit up to the starting line, matching up with the first runner from Team Taiyou. Yusei tightened his grip briefly.

"If you're getting stressed, you can go into the back—it's quieter, and you can still see everything from the screens," Yusei said.

Judai smiled faintly.

"Thanks," he said. "I...actually, I think I'm going to go check in with Asuka. I want to make sure everything's okay on her end."

Yusei squeezed his hand again, and then leaned down to plant a brief kiss on Judai's lips. Judai only wished that it had been longer when Yusei leaned back again.

"We'll keep in touch," he said, tapping his helmet where his headset was. "Don't worry, Judai...everything is going to work out."

"If you're saying that, I guess I can trust it," Judai said, smiling.

It was a struggle to release Yusei's hand, and his own hand felt cold in the absence of it. He waited for Yusei to walk back over to the pit screens, leaning down next to Bruno to talk to him. Then Judai finally forced himself to his feet. Asuka was probably placing sensors just outside the stadium now. Judai didn't sense any shadows in the arena right now, and none of his friends seemed to be worried, so Asuka probably wasn't picking up anything either. That meant the only thing in the arena was the duel. No Fujiwara, yet.

He felt a faint twist in his stomach as he turned from the dueling lanes and out towards the corridor leading outside the stadium. Why was Fujiwara so quiet recently? Sure, Lua's attack had probably shaken him, but if he had truly lived this loop a million times...he would think that Fujiwara would be prepared for that sort of thing to happen. Judai only remembered this singular loop so far, but from what he knew of Lua and Luka, they'd never forgive their father for doing what he was doing.

So why was Fujiwara taking so long to start on his mission again? Maybe he really was searching for Lua, just like Luka and Johan were. His stomach dropped at that thought. He hoped Johan was going to be all right.

The light blinded him briefly when he walked out from underneath the corridor, and he shaded his arm with one hand. He was just starting to turn around, wondering which way to go to look for Asuka, when he felt it.

Fujiwara's here.

His stomach dropped out, and he bolted off to the left. This way! He was over here! He could sense it, more than ever before—that crawling, slimy feeling of so many shadows all congealing in one place, leaving a strange, metallic taste in the back of his mouth. His head pulsed.

He skidded to a stop as he came around the edge of the stadium and—

"No, I don't—I don't understand, Fujiwara!"

Judai hesitated. He saw Asuka's back to him, her hands in fists at her sides. Across from her was Fujiwara, and he looked...he looked awful.

The man's face had gone literally gray, only the barest tinge of color left to it. He looked hollow cheeked, as though he were wasting away to bone. His ponytail had come undone and his green hair hung limply around his face. Shadows clawed at him from all angles, pooling around his feet, straggling about his legs, as though he were simply covered in a bunch of wriggling black snakes. And his eyes...they had been a full black since Judai had met him in this time, but they looked like hollow holes, now, without any shine to them.

Asuka glanced back at the sound of Judai's feet, and her eyes widened. Immediately, she threw one arm out, as though to protect him.

"Don't you dare," she hissed at Fujiwara.

Fujiwara's lip curled.

"You think so lowly of me already," he said, his voice sounding hollow, exhausted. It was as though every word was a struggle.

"I think that I don't know if I can trust you!" Asuka said. "You come here, confront me and tell me that I should draw Yusei-kun out so that you can kill him?"

"Asuka, please," Fujiwara. "If you would let me explain—"

"The Fujiwara I started fighting alongside wouldn't have dropped to that level," she snapped. "The Fujiwara that I thought I knew for decades would never have decided the only option is to kill an innocent person! Yusei-kun is fighting the same enemy!"

Judai heaved for breath, not even sure what to say or do. He didn't think Asuka would be able to stand against Fujiwara if he were to attack her—his exhausted look aside.

"Please," Fujiwara begged. "Please...I'm running out of time...this is about the time I start to lose my body's cohesion, I don't have much time."

Judai stepped forward, despite Asuka's clear attempt to put herself in between him and Fujiwara.

"What are you talking about?" he said, desperate. "Fujiwara, please, I'm begging you—if you could just tell me what's happening! You know what happens in the future—I don't! I don't remember the loop! If you could tell me what happens to Yusei, we can prevent it!"

Asuka's lips parted and she looked down at Judai with some surprise. Perhaps Fujiwara hadn't told her about the time loop yet.

Fujiwara shook his head.

"I told you, once," he said quietly. "I told you what happens to him."

He coughed, and covered his mouth with one hand. Judai felt his heart drop into his stomach when he saw shadows bubble up over Fujiwara's fingers, as though he were spewing up bile.

"You were so determined to save him, that for a while I thought you could do it," Fujiwara said. "But you couldn't. None of us could—and what happened to you in return was more cruel than what I am trying to do."

Judai felt so cold. He felt like he was going to tremble to pieces. If—if he just could know...if he could just know what Fujiwara knew, if he could have all the pieces that Fujiwara did, maybe he could figure it out.

"I can't believe you!" Asuka said, half lunging forward. "I don't know—half of what you're saying, Fujiwara, but—since when have we not been able to solve something by working together? Since when do you think that you have to do everything yourself? Talk to us, Fujiwara! You got us involved!"

Fujiwara winced, pressing his hand harder to his mouth.

"I wish I hadn't," he said, his voice cracking. "I wish I had listened to Manjoume-kun all those years ago. I wish I had gotten you all uninvolved."

A stray tear actually escaped his eyes.

"I'm just about gone for this loop," he said. "What you see next time won't be me. And I hope to god that the next time you start this goddamn loop—because you always, always will—that next time, I will stop making the same goddamn mistakes."

Fujiwara lifted his eyes to Judai then, and for just the barest moment, Judai saw his real eyes—the faint purple surrounded by normal whites, instead of the full black.

"What did you do to yourself?" Judai whispered.

Fujiwara grimaced from behind his hand.

"Humans were never meant to host all of Darkness all at once," he whispered. "Except you."

Judai felt cold. What did that mean? Fujiwara had...Fujiwara had let Darkness take him over again. But what did he mean?

"Just please...take my last warning," Fujiwara begged. "For Yusei's sake. Stop him before he becomes the thing he doesn't want to be. You, of all people, should want that for him."

He swallowed, and staggered back a step.

"And take care of my kids. I couldn't do it—I never could."

Asuka reached for Fujiwara, her face briefly going pale.

But Fujiwara simply vanished, disappearing under her fingers—fading away like a shadow in sunlight. She stood there with her hand outstretched at nothing. Her hand trembled.

Everything of Judai trembled, too. He wanted to break down. He didn't understand! He didn't know what was happening, he didn't know what Fujiwara knew, he didn't know what Fujiwara wanted!

Yusei will never change, Judai thought. He'd never...I'd make sure that he was all right, always—so what happens? What happens to Yusei?

Asuka slowly, slowly pressed her face into both her hands.

"I don't understand," she said, her voice cracking. "Judai...I don't understand."

Judai thought that maybe he should comfort her. Maybe he should put his hand on her shoulder, or awkwardly pat her back.

He couldn't do it. He could only see Fujiwara, coughing up shadows, and fading away into nothing as he begged for Judai to do the one thing he could never do.