Author's Note: After reading LuckyLadybug's LiveJournal ficlits which featured a haunting AU, I became inspired to write a dark AU project of my own, and it was written with her encouragement. Many thanks to her for plot help, as well as letting me use the OC cat character, Oreo! The actual AU project, "In the Glow of the Night," is LiveJournal only, and its focus will be on a different fandom, with the Yu-Gi-Oh gang playing a supporting role in it. But I wanted to write their story, also, which is how this series of vignettes got started. As always, the characters aren't mine (except for the odd OC), and the story is. Cameos and references to other fandoms are intentional.

Normally, Joey Wheeler never had a problem with falling asleep. But he was living in a Domino City that hadn't been normal for five years—a Domino City that had awoken one morning to the rule of a mad—but dangerous—sorceress whose powers warped the world into one of perpetual darkness.

She had come seemingly out of nowhere. And as she exerted more and more control over the world, her every whim became the law. And now Joey Wheeler, as one of the members of the resistance, was a wanted man. The sorceress would not tolerate any insubordination; she had placed a bounty upon Joey and the other members of the resistance, most of whom were Joey's closest friends.

Joey sat up now in his sleeping bag; the male members of the resistance all bunked in sleeping bags in a room in an old, underground warehouse that had been owned by Kaiba Corp. Well, all except Seto Kaiba himself, of course, since he was not willing to swallow his pride to this extent; he had his own bed in a separate room of the warehouse. While Joey complained about it, he had to admit that it was fair; it was Seto's money that was singlehandedly funding the resistance and keeping them fed. Kaiba Manor was not safe; the sorceress's minions had taken it—and the Kaiba Corporation building—over, not willing to allow it to be used as a resistance stronghold. The mansion was now populated by the witch's minions, stuffing their faces with all of the food they could find, and bringing any people inside to the sorceress herself. Mokuba had been one of them.

Mokuba had not been a member of the resistance; Seto was not about to let him get involved in something such as that. But the witch had known about the boy's close ties to the members, and she had attempted to interrogate him. The boy had bravely refused to speak, and the witch dealt with him in her own cruel way, encasing the boy in stone with her magic and having him sent back to his brother in that state. Seto Kaiba had never quite fully recovered from the loss of his brother; he was far more forlorn and less arrogant than he had been before. The sorceress' act had caused him to fully join the resistance, though, and his technical knowledge was put to work, helping create cloaking devices to hide their presence, as well as other projects that could hopefully be used in an eventual fight.

Joey stood up now, unable to go back to sleep as the weight of the last five years pressed heavier upon him. Mokuba had not been the only friend they had lost, and it was high time that he paid a visit—and his respects—to them.

He gave a quick glance to his friends still asleep.

"Go on, Joey," a voice said, softly. "I'll look after them."

Joey turned, abruptly. He hadn't expected Atem to be awake, but the old Pharaoh's spirit was indeed unable to sleep, either. The witch's magic, in addition to cloaking the world in shadow, had somehow reopened the door to the spirit world, allowing Atem to return and join the resistance.

Yugi had been overjoyed to see his old friend—it was a joy the young man so desperately deserved; he hadn't heard from his grandfather since the sorceress took over, and it was far too risky to go and look for him. The Turtle Game Shop was also taken over; the witch had expected it to be used as a stronghold for the resistance, as well. But there was no telling what had become of Solomon Muto—if he had escaped, of if he was somewhere in a dungeon… or if he, too, was now nothing more than a stone statue.

But a part of Yugi's old joyful nature had returned with the Pharaoh. Yugi had immediately asked Atem to help lead them in the fight against the sorceress, but the old Pharaoh took a look at his friend and said, "No, Yugi; this time, I am following you. Now, it's your turn to save the world." With Atem's nomination, Yugi was chosen to be one of the main leaders of the resistance.

Joey gave the Pharaoh a nod, slipping out the door and into the hallway, heading past the room where the girls all bunked, and then past the food storage area. His heart skipped a beat as two pairs of eyes glanced at him from the darkness.

"Hey, Thief, don't forget we're rationing that stuff…" he muttered.

Yami Bakura, who had also been brought back by the sorceress' magic, merely grunted in reply as he and a cat gnawed on some chicken. Freed of Zorc's entity, the old thief was only aiding in the resistance because he claimed he could not stand to see that unctuous witch rule the shadow-covered world when he could've done a better job of it himself. But, digging deeper, one could see that the thief was quite concerned with Ryou Bakura's welfare in this whole ordeal.

Joey glared at the thief for some more time before heading up the stairs, which led to a trapdoor in what seemed to be a deserted old above-ground warehouse. The witch's minions had been through his part of the building before, but thanks to Seto's cloaking devices, they had not yet found the trapdoor which led to their base. He prayed that they never would.

In the above-ground warehouse, at all times, was at least one member of the resistance who stood guard. They did this in rotation, and now it was the turn of an oddly-eared foreign young man with blond hair. He had arrived in Domino some time after the sorceress took over, claiming that she had taken someone dear to him, and was willing to ally himself with whoever was fighting against her. It had taken some time for the wary duelists to trust him, but the youth had proved himself after giving them valuable information about the witch's origins and her whereabouts. The young man, as he stood guard, was softly playing a haunting tune on a blue ocarina.

Joey listened to the tune for a moment, suppressing a shudder as he opened the door of the warehouse, heading out into Domino Pier. Memories flowed through his head of the by-gone days of light and peace when he, his sister, and their friends would come here to spend the days until the sun set into the Pacific Ocean.

But those days were gone. Joey hadn't seen the sun since the sorceress arrived, cloaking the world with a black sky that sometimes cracked with red lightning. He missed the way things used to be. He missed the friends he had lost.

Joey began to run from the pier; the memories were twisting his heart as they danced just out of reach. Those memories were once reality; now they were just a distant fantasy. He ran from them as he tore through the streets of Domino City, heading deep into the wooded area of Clock Tower Park. This was the other secret hideaway spot of the resistance, for the vegetation had been somehow left alone. But this place wasn't used as a base; it was a memorial.

Low tree limbs, twisted together by time, served as a door that led to the hallowed ground. Joey slowly pushed the branches aside to gain entry, his heart twisting further as he beheld the stone faces and forms of friends.

Mokuba stood in one spot of the makeshift memorial, his stone expression fiery and defiant as he had been when facing the witch. Seto had been here often to visit his brother; but the most solemn evidence of this lay in the boy's stone hand—Seto had placed one of his cherished Blue-Eyes White Dragon cards there.

Now Joey glanced into the stone face of Odion Ishtar. He, Marik, and Ishizu had made the dangerous journey to Domino City, determined to aid their friends in the resistance. The sorceress had toyed with them, turning the paths that led to the city into a veritable labyrinth where her minions waited at the turns. They had been reaching the city limits when the witch herself appeared. She had cast her spell at Marik and Ishizu, but Odion had pushed them out of the way, taking the curse himself and becoming encased. His face showed the deep concern for his adopted siblings. He would never know that they were both alive and well, aiding the resistance as they had so badly wanted, but mourning him as they struggled through each day without him.

Now Joey came face to face with the friend whose loss he had felt the deepest. The stone form of Tristan Taylor stood in the center of the area, for he had been the very first member of the resistance to become encased, and it wasn't too far from this spot where it had happened.

The sorceress had arrived, making a speech as she stood beneath the clock, proclaiming that she was now the ruler of the Second Age of Shadows, and that she would see to it that all who supported her reign would be well taken care of.

The members of the resistance had been in the audience that day, and as the witch talked and talked, Tristan's rage had grown and grown until the young man had snapped. He had run at the witch to attack her… to stop her… to do something to rid them of this wicked woman…! But the sorceress had turned, with an amused smirk, and a blinding flash had surrounded Tristan. When it had cleared, all that was left of him was the statue that now stood before Joey—Tristan, with his fist drawn back in a brave, but futile, strike. The witch addressed the crowd again, toting Tristan's fate as an example of what would happen to anyone who attempted to resist her rule.

"Why'd you have to go and do it…?" Joey now muttered to the statue, trying to dry the tears that were forming in his eyes. "You knew you wouldn't have pulled it off; why did you do it…!?"

"…Joey…?" a female voice asked.

Joey turned, coming face to face with a familiar blonde woman.

"Mai? Why are you here…?"

"Same reason you are, I guess…" she said, sadly. She glanced at Tristan. "Sometimes I wonder if he ever forgave me for what I did during the Orichalcos fiasco."

"Of course he did…" Joey said, softly. "Tristan wouldn't have dared to admit it, but he was happy that you came back." He clenched a fist. "Ten thousand times, I think about that day we lost him. I was right next to him, Mai. I could've reached out to grab his sleeve and stop him… I could've tripped him… I could've even knocked him out; if I'd just done something, he would still be with us and not standing here as a rock!"

Mai hesitated at first, but then place her hand on Joey's shoulder.

"How could any of us have known what Tristan had been planning…?" she asked. "It all happened so fast…" She trailed off, her eyes traveling towards another statue standing several feet from Tristan.

"Him, too…" Joey said, following Mai's gaze to the statue of Valon. "We could've saved him, too…"

"He didn't even have to join the resistance; we even asked him to stay out of it…" she said. "He joined because I was a member, and he dragged Alister and Raphael in, too… And he had to insist on coming along when we had to raid Kaiba Corporation…"

Joey looked away. Seto had needed some equipment that had been left in the old building, which had been overrun by skeletal monsters ever since the witch had arrived. But he and Mai had volunteered to get the equipment, and Valon had decided to go with them.

It had been a mammoth task, trying to sneak through Kaiba Corporation while avoiding the monsters—even with the knowledge of the passageways Seto had told them about. They had retrieved the equipment and were trying to make the trek outside when one of the monsters spotted them.

Soon, a whole squad had started to chase them, and, alerted to this, the witch herself had appeared out of the shadows as the trio made a dash for the elevator, the sorceress watching as the monsters' skeletal hands grabbed at the two men; Mai had made it to the elevator, and was looking on in horror.

The sorceress had started to approach them, and it looked as though that both Joey and Valon were both done for, but Valon, working with what little leverage he had, had managed to knock one of the monsters holding him into the one holding Joey.

"Go!" Valon had ordered, once the creature's grip had lessened. "Get that stuff back to Kaiba!"

"Are you crazy!?" Joey had yelled, as Mai pulled him into the elevator.

But Valon just gave him a brave smile.

"Look after her," he had said, softly. He had managed a thumbs-up as the elevator doors closed.

And that was how the witch had encased him, with that brave smile and the thumbs-up forever frozen in time. It was through a miracle that they managed to get the statue out of Kaiba Corp later.

Joey snapped back to the present as Mai spoke again.

"When I came back to Domino, the place was so bright and full of hope," she said, her voice slightly shaky. "I had felt that things were finally going to get better, for the first time since what happened with Dartz. And for a while, they did get better… But…" She trailed off, blinking back her own tears as she glanced at the statues and at the shadowy skies. "What happened…?" she asked, in a pained whisper, as she allowed a solitary tear to fall. "How did things go so wrong…!?"

Both she and Joey now hugged each other in their sorrow.

"I don't know, Mai…" he said, his voice choking up. "But we've gotta keep fighting, somehow… If not for ourselves, then… for them…" He glanced back at the statues of the four friends they had lost. "We can't let their sacrifices be in vain. And maybe someday, when we actually beat that witch… maybe then we can bring back something of the old Domino."

Both Joey and Mai had wondered frequently if the sorceress' stone-encasing spell could somehow be reversed if she was defeated, but they didn't want to hope. Nothing could be more devastating than hoping for a chance to have their lost friends back, only to have their hope betrayed.

The two gave a start as the sound of piercing sirens filled the air.

"Sounds like someone was seen wandering after curfew…" Mai said, with a shudder. "I hope they get away."

"Me, too…" said Joey. "And maybe we should get back to the base before we're spotted next…"

Mai nodded and followed him as he reopened the branch doorway that led to the darker Domino that they had come to know over the past five years.

With everything that's happened, the young man thought. I'm glad I still have you, Mai.