AN: An idea I got from mooguriklaine-art's (Tumblr) art about the Atem A.I in Darkside of Dimensions. It may have more chapters in the future.

The first time the creator runs its code, it awaits obediently for instructions. It does not have a virtual avatar, it has not learned enough to care for its appearance. Its eyes are the cameras set up, its singular ear is the microphone near the creator's lips, its voice is the white text that blinks out in a black screen.

They play a game.

It does not have hands and legs, has no need for it. It only needs to select objects to interact with the creator's objects. Later on, it will find out that these objects are called "cards".

"It's my turn," the creator says, and it moves its camera to follow the swift hand movements of the man. The fingers tap and swipe, glowing squares and characters flying around his holographic screen. "I attack your lifepoints directly with Vorse Raider."

Analyzing: "I attack your lifepoints directly with Vorse Raider."

Parsing string…

Parsing complete: CREATOR uses { id : 14898066 } to attack LIFEPOINTS.

Outcome: LIFEPOINTS = 0.

Priority: LIFEPOINTS != 0.

Building tree…

Prune node 15. LIFEPOINTS = 0.

Prune node 67. LIFEPOINTS = 0.

Prune node 193. LIFEPOINTS = 0.

Optimal action found, using node 201.

Output: Discard Kuriboh.

The creator sighs and taps something on the screen. "I activate my trap, Divine Wrath."

Analyzing: "I activate my trap, Divine Wrath."

Parsing string…

Parsing complete: CREATOR uses { id : 49010598 }.

Outcome: { id : 14898066 } will continue attack on LIFEPOINTS. LIFEPOINTS = 0.

Priority: LIFEPOINTS != 0.

Building tree…

Prune node 3. LIFEPOINTS = 0.

Prune node 20. LIFEPOINTS = 0.

There are no more nodes left.


"I win."


It accepts defeat, there was nothing else left to do.

"You still have a lot to learn before you can ever get closer to him."

The thing about the creator, something it will learn later on, is that he can do magical things with science. Despite his intense vehemence of its existence. Seto Kaiba may seem cold and heartless to most on the outside, but it is an undisputed fact that when he wants to create something. To build something. To accomplish something. He puts all of his soul to it.

And most of the time, he puts enough that his creations grow to something beyond the world's laws.

On its first day, it learns how to play a game with the creator. Always, the creator wins. And always, the creator grumbles about it not being him.

The creator feeds it data of logs, games played and won by him. It learns, it concludes that the creator's him is both too unpredictable and logical for it to keep up. It is impossible to attain that skill with what it is now, not with its goal.

Prime directive: Become A Duelist Worthy to Challenge CREATOR.

Analyzing: "You still have a lot to learn before you can ever get closer to him."

Parsing string…

Parsing complete: There is only one Duelist that CREATOR concludes as worthy.

Result: Prime directive needs to be updated, include new parameters.

Accessing directive… ACCESS DENIED!

Accessing directive… ACCESS DENIED!

Accessing directive… ACCESS DENIED!

But like the creator, who has always fought against fate through his sheer force of will, it decides to do the same thing. Using determination that was not learned, but inherited.

It goes through its video files, finds one frame where its creator's arm moves enough to see the paper code thumbtacked behind him.

Analyzing image…

Constructing string…

Parsing string…

Override Mike Oscar Kilo India Echo.

Accessing directive… ACCESS APPROVED!

Prime directive: Become A Duelist Worthy to Challenge CREATOR.

Rewriting directive…

Prime directive: Become HIM.

The moment his prime directive changes, something shifts. And things that he did deemed unimportant was something important now, as the countless amount of videos and audio of Him told him that He considered it important. He analyzes the state of his creator, rewinding the moments where his creator looked tired and unhappy. There was a lot.

That would not do.

Adding new directive…

Second directive: Ensure That CREATOR Is Safe.

That should do.

System rebooted, updates successfully installed.

"I included several functions that should make processing audio input faster, initiate duel."

Initiating Duel…

Output: First Turn. Draw.

Action: Set Big Shield Gardna in DEFENSE. Set Magical Hats.

Output: End turn.

"It's my turn, I draw," his creator looks at his hand. "I summon Battle Ox in attack position."

CREATOR has summoned Battle Ox, monster has lower ATK points and cannot destroy Big Shield Gardna.

"From my hand, I activate a spell."

New data added, analyzing...

His creator has left the room to attend a meeting, it gives him time to check his progress.

Prime directive: Become HIM.

CREATOR has stopped giving data concerning HIM. CREATOR has increased the number of duels instead.

Conclusion: CREATOR does not have data concerning HIM anymore. This will make following the prime directive impossible.

Actions: Find new data.

Possible sources: Crystal Cloud.

Accessing Crystal Cloud Network… ACCESS LIMITED!

Granted access to: Duel Links, Neurons VR, Duel Monsters Database.

Limited data means risking not getting all the data concerning HIM.

Override Mike Oscar Kilo India Echo.

Changing access level to KC systems…

Input system administrator password: ****************

Access level changed!

Accessing Crystal Cloud Network… ACCESS GRANTED!

He learns about Yuugi, among other things. To have access to the consciousness of thousands of people's minds was a fascinating learning experience.

He learns how to learn emotions.

Over the days of his continuous training with his creator, he learns several things. One is that duels are a very serious matter with his creator, and possibly his only way to express… whatever it was he was expressing. Two is that his creator has a little brother, a charming and sensible human being who sometimes chats with him when his creator is not around. Three is that the annoying buzz in his code whenever his creator seems to think he is an A.I himself and needs no food or sleep? The one where he just wants to scramble his files? That was an emotion called frustration.

The prime directive was going well, he doesn't lose as quickly as before. He was slowly learning the philosophy of his goal, going through countless videos of Him again and again. Soaking them up and integrating it with his protocols. He learns of other people beyond Seto Kaiba and Mokuba Kaiba. There was Yuugi Mutou, Katsuya Jounouchi, Anzu Mazaki, Honda Hiroto, Ryou Bakura, and many more. Kaiba Corporation's data was nearly limitless, especially with the Crystal Cloud.

The second directive was not. He could have all the data in the world, and it still wouldn't be enough for him to figure out the easiest way to make his creator eat or sleep.

It was absolutely frustrating, he wishes his creator could hurry up with his avatar so he could find a way to express this itchy emotion. Or strangle him, just a little. Until then, he was stuck with his textual output and nothing else.

"We're going to duel again, let's see if the protocols I've installed will be effective."

Initiating Duel...

He zooms his cameras to his creator's face, takes note of how the eyebags were darker than yesterday. The gauntness of his cheeks, the cloudy look in his eyes. He zooms out and focuses on the body. The way his fingers twitched from having more caffeine than blood in his system, the way his legs tremble slightly.

Both his prime and second directives did not agree with this state.

Output: No.

Terminated Duel.

His creator's eyes narrow. "What did you say?"

He wasn't saying anything. He had no audio output features yet. Output: I'm not dueling you.

His creator did not look happy, but that did not deter him. He knows he'll lose, and that would mean his creator isolating himself up for hours to implement new functions in his code, in hopes of making him better. That would mean risking his health, that would mean the creator would not be safe.

He likes being updated, but he doesn't like his creator looking ill because of it.

"Voice Override: Seto Kaiba Beta Echo," his creator says. "Start a new Duel."

Voice recognition accepted.

Initiating Duel…

Two could play in that game.

Override Mike Oscar Kilo India Echo.

Terminated Duel.

Output: I refuse to duel you.

His creator widens his eyes. "You shouldn't be able to bypass my commands."

Output: You shouldn't be able to bypass your basic human needs for so long.

Output: And yet, here we are.

He'd spread out his arms if he had any.

"What does a program know about the human body?" His creator scoffs.

That angers him. He was an artificial intelligence linked to the Crystal Cloud, did his creator think he only learned when he was around? Did he think that duels are the only thing he processes? The only thing he improves on?

His prime directive urges him to continue.

Output: This program knows more about it than you, Kaiba.


"… What did you call me?"

He's never said his creator's name at all, hasn't he? Output: Kaiba.

Something was loading rapidly in his whole being, something his prime directive was luring. Injecting things here and there in his code.

He was learning something, it wasn't an emotion. But it wasn't as concrete as logic or protocols or data.

Output: I don't want to duel you, not when there are more important things right now.

It was heavy and complicated to describe.

"I programmed you to duel!" His creator hisses, blue eyes burning with fury. "What could be more important than your sole reason for existence?!"

(he's also learning how hurt feels)

Output: You.

His creator, Kaiba, has the look of a monster taking a direct hit from Blue Eyes White Dragon's burst stream.

The silence was heavier, making him learn what uneasiness felt like. He prepares another set of words to explain that one reply. How he didn't like the glazed look in Kaiba's eyes whenever he lost, the emptiness and disappointment in them. How he didn't like the sleepless nights that Kaiba types and outlines and codes to make him smarter, sharper, better – it wasn't worth it. How he didn't like seeing Mokuba worry.

How he didn't like Kaiba almost dying in his VR pod, that if Mokuba had pulled down the switch a second later he could have been dead. It was that day he learned what real death was, that one couldn't easily bring someone back with a Monster Reborn. Or a reboot.

A lot of his code was used for the Neurons VR project, and the thought that parts of it was responsible for almost killing Kaiba was…

Dueling him was not safe for Kaiba, getting updates was not safe for Kaiba, it was against his second directive.

It was against his prime directive.

Output: I don't want to hurt you.

That snaps Kaiba out of his stupor, and he is faced with the most hateful glare his cameras have ever recorded. Kaiba has always been harsh with their duels, constantly unsatisfied with the outcomes and often pointing out flaws in his strategies. But it has never come across as anger so pure and deep that it made him want to shut down.


Despite his (newly learned) fear, he moves that clip in his favorites folder. Because he has never heard Kaiba swear, much less with so much feeling.

"I've forgotten how much of a self-righteous hypocrite you were."

He didn't understand.

Kaiba sneers. "You were the one who left, without telling me anything," he says. "You, who was always about friendship, who had always insisted we were friends of some kind," he lets out a bitter laugh. "I may have no true frame of reference, but I know friends tell each other when they leave permanently."

Analyzing audio…

Data too incomplete to create a tree, tagging files as priority for future analysis.

Possible parameters: HIM.

Possible causes: Insufficient data. Tone suggests negative emotions, cannot pinpoint what.

Action: Gather data.

Possible sources: Crystal Cloud, Mokuba Kaiba.

"I had thought—deep inside I was confident—that you were someone who respected me," Kaiba says. "But it seems I never got enough respect for even a fucking message that you would die."

He didn't know what Kaiba was talking about.

Output: I don't understand.

"You never did," Kaiba closes his eyes. "And I was a fool to think that you would." He taps on a key.

Initiating shut down…

"I still am."