A less depressing ending than what Painwheel got in the main game. Now, without further adieu, let the sad... (Cough) good times roll!

I do not own Skullgirls. All rights go to the amazing team of Lab Zero, The Composers and the Cast: Mike Z, Alex Ahad, Michiru Yamane, Vincent Diamante, Cristina Vee, Kaiji Tang, Sarah Williams, Rich Brown, Laura Post, Kai Kennedy and all the other amazing people who make this game awesome! (I could say the other names but that would take too long)

Enjoy Chapter One Jonah...

Beauty and the Beast Chapter One

Canopy, New Meridian, Autumn 1/9/2008

It was evening in New Meridian and The Skullgirl was defeated!

Everyone was celebrating the death of Bloody Marie, The Skullgirl who wanted revenge on the Medici Mafia, for unknown reasons. There were many casualties during her attack, including most of the Medici family and goons but fortunately, the city was recovering fast due to being used to The Skullgirl attacks, after the countless years of it reoccurring.

The streets and highways that would normally be busy were nearly empty. Zeppelins still in the air, trains dead but in contrast, on ground level, people were busy celebrating around the shops and Cafes, especially in Little Innsmouth. The tadpole Yu Wan's restaurant: Dak'kull Dubu, had achieved a lot of success in the last couple of weeks. The customers loving the food, telling their friends and family about what it had to offer and so, everyone flocked towards the fine establishment, all about to enjoy the peace they would be having for the next seven years.

Everyone was happy... Well, just about everyone.

Maplecrest.

Some call it one of the most beautiful locations in New Meridian. With the nice locals, gorgeous colors and easy accessible roads, who wouldn't call it that? The sun shone on a tree in the middle of lots of withered tulips, next to an open space near the park. The tree's leaves were starting to fall off, red and brown in color. With the sun shinning on them, emanating an almost enchanting look.

However, it was overshadowed by a figure creeping its way through the flowers.

The figure had brown hair, wore a patient garb cream in color, covered in parts by blood and dirt. The garb covered the top half of the figure's body except the whole of her arms, with two sash like strips on the back and front, though its back was visible. Attached also, were violet gauntlets on the neck, wrists and legs, nails in its shoulders, both thighs and hair tying it up in a bun with bangs on either side of its face. The body was pale with black looking veins to be seen throughout the figure's body, the fingernails and toenails were black but probably the most terrifying of all was the figures skull like mask, showing two red glowing eyes and the gigantic Shuriken-like wheel connected to a cord going into the figures pale, skinny back.

The brown mask showed stitching around the face and middle almost into an X like logo. The shuriken wheel had a skull in the middle, with flesh looking chords and metal plates going through it.

"Bastard..." The figure gritted its teeth and looked down at its body, particularly the pin nails in its shoulder and thighs and gripped onto the latter tightly. Pulling with all its might, the nails slowly started to recede out.

Wincing slightly at the discomfort, the figure pulled even harder and soon both nails on either side of its thighs lay on the slightly bloody grass due to what had just transpired.

"...Finally..." The figure muttered to itself. No blood seemed to be seeping out and no pain either. "Hm... (the others can stay in... They'll help in keeping people away...)" The figure thought while moving on slowly.

This monster used to be a kind, sweet and gentle little girl by the name of Carol. In the past, she was just a normal, everyday teen, who didn't have many friends sadly and was shy but still, she had a best friend named Filia Medici and a loving family which kept her going even in the darkest of times. Everyday, after school even on weekends, she would walk on the beach with her best friend and then go home gardening, being taught by her loving father or just listen to heavy metal music in her room.

You would think someone as tender as her would not care for such intense compositions but she did and head banged her head till exhaustion when listening to said music.

Unfortunately, that all ended for Carol after she got kidnapped by an ominous nurse named Valentine and was taken to the mysterious secret ASG labs (Anti Skullgirl Labs): Lab Zero. There, she was operated on by the nurse and a man named Brain Drain.

After implanting the Skullgirls blood and the two synthetic parasites Gae Bolga Matrix and the Buer Drive, Carol was turned into the damaged, unhinged, tempered, extremely paranoiac, uncontrollable, aggressive rage monster we see now: Painwheel.

Soon after stalking through the grass, Painwheel stopped for a moment and looked down at the wilted flowers with interest. She then picked two up and stared at the tulips in her hand. Looking at them longingly, all her aggressiveness seemingly drained out of her, replaced by sadness. They looked so different from the others, hardly showing any age at all. Slowly though, one of the tulips lightly slipped out of her hand, which she didn't stop from falling. Keeping a firm grip on the other.

A certain memory made her wish she could go back to her normal life which was sadly counterfeit now. Painwheel's grip then intensified on the other tulip, crushing it in her hand and letting it fall onto the grass which it did, albeit slowly like the other. Sadly, that just ticked her off even more and she stomped on them for good measure.

"Bastard Brain Drain. You can't get far! I'll kill you for what you did to me!" A gruff voice spat with a hint of sadness. Unfortunately, it was Painwheel's own voice and she was getting sick of it. "I was so close to killing that stupid Brain headed freak too!" The damaged young girl howled and dug her nails into her palms which slowly started to bleed.

After a few seconds of watching the red liquid steadily drip out of her hand almost miserably, Painwheel continued to stealthily creep along the flowers. "It doesn't matter... I'll find him soon enough and I know where to look for him!"

Having just run into the man that took away her life after defeating the Skullgirl and being shunned by her parents, Painwheel had hoped to kill him. They had engaged in a short tussle but Brain Drain had managed to escape, however the ASG unit did manage to wound him. Albeit, slightly.

"(Why don't you let me help... Carol?)"

Suddenly she felt a sharp pain go through her head "Arghhhhh!" She screamed from the intense agony and fell down to her knees.

"(I can get rid of all the pain...)"

Carol tried her best to withstand it but it was too much for her, even with her attempts to quell it. "I... no... Not again... Please...!"

Slowly... she could hear the rest...

"See her..."

"Look at her..."

"Weak... Pathetic..."

"STOP IT!"

"(She's going to cry again...)"

"(Oh no... Someone stop it!)"

"LEAVE ME ALONE!"

"Oh, shut up..."

"Stupid kid..."

"(Go and cry to your mommy...)"

"PLEASE!"

"Wait..."

"That's right..."

"SHE DOESN'T HAVE A MOMMY ANYMORE!"

"(HA-HA-HA-HA!)" Laughter filled and echoed every corner of her mind.

"GO AWAY! Please... just stop..."

Carol was now curled up into a ball, hugging herself, in a position she had to take sometimes during the "headaches".

This was unfortunately one of the norms she had to endure on a day to day basis and the only way she could cope was to compress herself.

"Enough... You've done enough... AWAY!"

Another sharp pain in the head, almost like a needle being forcibly stabbed into her mind, which made her scream even more. Afterwards, however... it abruptly stopped.

Picking herself up after a few moments of letting her emotions out through her tears, the brown haired girl waited for another taunt but it never came... That voice she heard... seemed different from the others... but she wasn't sure. Hell, she couldn't tell if all the weird experiments they'd done were making her hear illusions or reality. It felt real to her though and it hurt.

She lightly smacked her head to pull herself together "Urgh... It doesn't matter." That being said, the ASG unit was really getting sick of having to wrestle control over her mind from the never ending voices that resonated inside. Most notably the big brain man himself, as he had tried to control her time and time again over this half year alone and that was counting before he had transformed her into this.

The sooner she was done with the brain freak the better.

Taking the opportunity, she decided to keep dragging herself forwards. For a few more minutes everything was calm. The headache attacks had fortunately stopped for now and she could see she was reaching the end of the park, until she saw a small little pond connected to a tiny stream, however upon closer inspection, she noticed a small, vulnerable duckling swimming in it.

It had a sad expression on its face and was padding about in circles calling out. Maybe it was lost? Against her better judgement, Painwheel shuffled her way towards the animal and looked down at it with hesitation.

When she saw just how helpless and sad it was however, sentimentality quickly took over. Trying to regain her voice, Painwheel picked up the duckling in both her hands. Surprisingly, it showed no resistance or horror and only looked up at her with the same sad expression. Finally, regulating her breathing and clearing her throat, she asked "Are...Are you... lo..st...?" She put her hand to her throat in contempt.

Her voice... it didn't sound the same... She constantly had a grating growl which made her sound like she wanted to hurt someone but she... she didn't want to hurt anyone (Apart from her two former captors of course). Looking down at the duckling again, she concentrated everything to try and sound like she used to. "...Y-You... you... urghhh...! ...You look... like... you... don't... ...have a... family... come on... ...A-aban...doned like... me..." It was very slow progress but she would keep trying.

The duckling gave a "Quack."

No, she would help this poor duckling get back to it's family. Even if hers didn't welcome her back this animal's would. Painwheel looked around for any other water source and fortunately found a tiny lake just a couple of feet away.

From what she could see of the water trail as well, it seemed to go on for a while. Good. She could get it back. Careful not to drop the poor thing, Painwheel set the duckling down gently in the small stream and patted it gently. "Go... try and... find your family... At least... they'll... welcome... you back." Progress with the voice.

The duckling gave a last look of what she assumed was appreciation and "Quacked." happily before swimming off.

The dark girl then went back to the pond and sat there in silence for a bit. Looking at her reflection in the water, she could see her mask was stained with blood and dirt. She quickly splashed water on her face and then realised that her mask was still on her face. Why hadn't she tried to take it off before?!

Using the strength of the Skullgirl's blood within her, she grabbed her mask with one hand and tried to tear it off her face. The stitching parts would not part with her face easily sadly and blood was dripping out of the wounds. A few seconds later, it came off. Even after that she didn't feel any pain, maybe because her blood was cold and her nerves were dead, that would make her a zombie wouldn't it?

Brushing these thoughts away, Painwheel looked at her reflection again. Looking at her face. Her real face.

It had scars left by the stitches and an X in the middle. Her eyes iris was black with a red pupil and a black dot. The rest of her features seemed fine, the damage had been done however. Angered beyond belief, Painwheel punched the water in disgust.

"I'M A FREAK! A MONSTER!" The young girl screamed in anger but she immediately let out a cry of sorrow after. "Why me? Why couldn't they take someone else? My life wasn't the greatest yeah... but at least I had my family and my best friend, the bullying was alright, nothing too bad and my grades were alright... but they just had to... take me away and turn me into this... THING...!" The damaged girl's voice cracked at the end from talking too much. It seemed after not getting much food or water her throat was going into shutdown. She silently continued to sob.

However, Painwheel looked up at the sky and remembered something else she had when living her normal life. Smiling, she muttered a name and even with her growling voice, one could hear warmth in that one word... "Jonah."

New Meridian, Maplecrest High, Spring 4/4/2008

In a small little school called: Maplecrest High, the bell had just rung, school was over and Filia Medici was striding along the corridors looking for her best friend Carol.

Filia was one of the most popular girls in school in fact, having the looks and the personality to make any man drool and any girl follow her and even both but despite that, she was different from the others due to being more caring and friendly, especially towards Carol.

Actually, her friends wondered when the last time she had been as genuinely nice to them as she was with Carol. To the other kids, they were confused as to why Filia was so buddy buddy with a shy wimp like Carol but they didn't complain though, as long as Filia was still Filia. Didn't stop them from teasing and bullying the shy girl unfortunately but even then, fortunately, the Medici took care of those affairs.

Taking a moment to admire her reflection in a mirror, she noticed her headband had moved out of place slightly and she quickly fixed it. In terms of the rest of her appearance, she wore the normal school uniform with her dark purple mini skirt, thigh highs and brown penny loafers for her lower form of style.

"(It's good to keep up appearances. Gotta set an example after all)" She happily thought.

Turning a corner, Filia spotted her friends Beth and Eve, outside one of the classrooms. To describe their appearance, just imagine every stylish teenage girl ever, which Filia was as well but unlike them she didn't wear any make up. "Hey, girls, don't have time to chat. Have you seen Carol?" She asked them, who giggled in response.

"I don't know why you bother with her Medici. She's a weirdo. I mean, have you seen her creepy smile. Yeesh. Total nightmare fuel. Why don't you come with us instead? We're hitting the big city, going around the shops, you should come with." Beth politely said.

Eve on the other hand was getting increasingly annoyed with Filia. She was always looking out for that girl. Eve just couldn't understand what Carol had that She, Beth and Kate didn't (Another one of Filia's "friends" who was not at the school due to skipping). "Yeah, Filia, it'll be fun. Maybe we can go see your uncle Vitale? Quite the looker gotta say. Don't know how he manages to look like such a hunk." Eve giggled.

Filia didn't have time for this. "Right, first: Don't mention uncle Vitale, in that way again. Second: I hardly see him now so there'd be no point and third: No thanks, I need to find Carol." Giving a slight glare to Eve as she brushed past them, the Medici began calling out her friend's name.

Folding her arms, Eve motioned for Beth to follow her. "Hmph. Talk about an attitude change. Let's go Beth. Leave Filia with her little friend." She snorted, while walking the other way.

Speaking of the sweet, shy girl herself, she was currently staying after school, working in the art room. Being a fan of the countryside and having a natural talent for art, Carol was very good at making the images stand out, mostly since she paid extra attention to texture. The gardening also helped to give her a better idea of what she should create.

Taking a moment to admire her work which was a painting of a dog surrounded by flowers and a tree with yellow leaves just a couple of inches away in the background.

However, she was not the only person present, a young man by the name of Jonah Life was sitting across from her, pretending to do his own work but really he just stayed because Carol had as well.

Jonah had liked Carol ever since he'd first laid eyes on her. It was just something about her he couldn't explain. Love at first sight? Ironically, he didn't believe in any of that stuff but regardless he first saw her before they just started highschool. Leaving her house one sunny day, there she stood... or walked more accurately. He was smitten at that point.

Though they had lived in the same neighborhood together, he'd strangely never seen her until then. It didn't matter though, through the first year and a half he'd gotten to know what she was like pretty well. She was cute with a lovely personality, he was just too shy and nervous to say hi or anything for that matter.

That being said, he did try to speak to her in the past but that had ended in many failures. So many times in the past, he made attempts to talk to her but he either chickened out or she would leave at the last minute. He was starting to think she was ignoring him on purpose. No, he wouldn't think that. His mind was just trying to put false ideas into his head.

"(Come on Jon, just go up and say hi no big deal)" He thought hastily.

He made up his mind and walked up to her, he could feel he was trembling a bit. Carol, meanwhile, was too busy with her work to notice his presence and continued painting. The love struck boy hesitated but then made his move.

"Hey, um... that's... uh, a lovely picture..." He muttered. Fortunately for him, he had spoken loud enough, for Carol had turned around and smiled at the newcomer.

"Oh, thanks but it's nothing really, I just paint what I think."

Jonah smiled back. "Really, that's... cool, um... you ever think about going professional in future...?" Sweating now. Not a good sign.

Carol blushed. "You think so?" She asked shyly.

Jonah hesitated. "...O-Of course! I could see you getting praise and admiration from all round!" He seemed to get more confident at the end but even then he was wondering if he went a bit far.

Carol's face went completely red. "Gee, thanks."

Yup, he did.

The girl meanwhile, was hiding her face from Jonah but then glancing at him, she recognised his appearance.

"Hey... aren't you Jonah Life? You were that funny kid from first year weren't you? Carol asked.

Jonah froze but then rubbed the back of his neck. "Ye-yeaah that was ...me... I-I... did a lot of stupid …things back then ha-ha..." Now he was the one going slightly red and sweating even more. Just great, she knew about his prankster past. "(Keep it together Jonah)"

To make sure she couldn't see his embarrassing features, Jonah walked back to his desk and gathered up his things. "So... Heh… Are you... Uh, um.. You know... Doing... Uh..." He was starting to fall over his words. Now this was an even worse sign. He quickly went back to packing.

Carol looked on in concern. She wouldn't admit it but she too actually liked him quite a bit. She didn't look back on his pranks with laughter. On the other hand, she admired him for it. He just had this sort of charismatic confidence about him whenever he would pull one of them. Trying to cheer people up but here he seemed more shy.

"Are you okay?" The brunette asked worryingly. It didn't help also, that she had avoided him for most her adolescent years. Young crushes tend to do that. She seemed to lose it when she was more focused on her hobbies but now it had come back with a vengeance.

Jonah shot up from his chair and gave a false laugh. "Yeeeah I'm chill, I'm fine. Don't worry about me… heh! (Now or never!) So, uh.. I was.. wondering if-"

He was cut off by Ms. Medici herself coming into the room. Locating her best friend she smirked "Aha! So this is where you were. I was worried you got lost or something."

Carol smiled at Filia's little joke. "I was just catching up on painting my picture. Ms. Victoria suggested I should finish some work. Hope I didn't make you a little mad."

The blonde laughed in response. "Why would I be mad at you? Don't worry about it. Come on, let's get going. We've got a lot of time to- Oh, hey Jonah." The Medici greeted the embarrassed boy.

"Oh... hi..." He stuttered back. Filia just smirked at him, which caused him to look away but not before he realised Carol had started packing and was about to leave with her friend.

About to say a quick goodbye, Carol stopped, when out of the blue...

"Hey... can I see... you again?"

Turning around and having a good chuckle to herself, Filia pointed at him. "What do you mean? You see her every week you moron."

In response to that, however, Carol shot Filia a "I'm not laughing face" and the girl immediately stopped. She then turned her attention to Jonah and gave him a reassuring smile but when it came to responding, she herself seemed a bit wobbly with her words.

"Sure... You're a tiny bit weird but you are um... funny? Anyway... uh... See you on Monday!" Saying that, she quickly hurried herself out the door. Leaving Filia and Jonah in the room.

"Don't worry, she meant weird in a good way. See you Monday!" Filia enthusiastically encouraged and left to catch up with Carol leaving Jonah by himself.

He couldn't understand what had just happened. She called him funny but weird? In a good way though.

"That's good isn't it?"

Filia and Carol were now out of the school and making their way towards the beach. Curious about what Carol's relationship was with the shy guy the blonde asked away. "So, he's seems nice. Weird but nice. What's going on between you two anyway?"

"Well... nothing much... We were both just sort of doing after school work and he happened to stay back... it's not what you think!" Carol hastily replied. Filia put her hands up in defense.

Seeing that, Carol continued "But... yeah he seems really nice... again, weird... but... he is kinda cute..."

Filia grinned the moment she heard that last word. "Oh, this sounds fun! Are you going to talk to him again?" She quickly asked.

The brunette blushed and pondered for a moment. "I-I...I don't know, we'll just see what happens I guess." Filia being the gossip queen that she was, began to ask the poor girl more questions and with that the girls continued on their way.

Unknown to them, however, a woman watched them leave from afar. She was concealed in the shadows, so most of her features could not be seen apart from her almost glowing red cross eye.

"Yes, it seems you were right and with the data already collected. She's a perfect candidate. Hm? Understood, I'll watch her for a few more weeks, then take her."

Walking out, the woman walked along the pavement and brought down her surgical mask. "Stupid brain head." She smiled, and continued on.

Maplecrest, Autumn 1/9/2008

"(Hey, um... that's... uh, a lovely picture...)"

"(Don't worry Carol, it'll wash off. Paint ain't like permanent marker that's for sure...)"

"(Yeah... yeah, I know. I'm a total wuss mostly... but I try... at the right time...)"

"(Carol... yeah! We can both work on it together!)"

"(Ha, so suddenly I'm a trampoline?)"

"(Um, you sure you don't want me to walk you... home?)"

Tearing up at all the memories, Painwheel began to mournfully laugh but it sounded more like a cough. "He was an idiot at times... but he was always there for me... along with Filia... At least they accepted me..." She could only wonder what they were doing now...

Putting these thoughts aside, the brunette picked up her mask and fitted it back on her face, "(I'll keep it on for now...)" she then made her way out of the park and after a few minutes, into the back alleyways. Remembering where the lab was when she was ordered by Brain Drain, she retraced her steps and was getting closer until she suddenly felt another sharp pain hit her head. A calm and cool voice, then crept into her mind.

"(Painwheel, you are returning like I asked.)" It was the big head himself.

Painwheel grunted aloud. "Yeah, I am, just not in the way you hoped. You better start praying to the Trinity because when I get there you're dead!"

She heard a calming sigh. "(Why must you still resist my attempts to control you? You defeated the Skullgirl as were my orders. It seems you understand perhaps maybe just a little of how to do the right thing.)"

Now she was getting sick of his voice already. "I defeated the Skullgirl out on a whim, not for YOU! And follow you? That's a load of crap and you know it! What about those times you tried to control me? You forgetting about those?!"

"(I did that only to make sure that the Skullgirl was defeated, among other things... I will admit my attempts were a bit... extreme but it was in the best interests of the city. Enough. We'll talk inside.)"

Painwheel smirked. "Oh, we'll do more than talk Brain Drain." And their conversation ceased for the time being...

...?

In an abandoned part of the city of New Meridian on the outskirts of Maplecrest, stood a mysterious looking factory. However, it was the perfect disguise, for deep inside the heart of this facility, there was a hidden research lab known as: Lab Zero and currently a certain psychic director was looking over his latest project.

The man wore a buttoned up trench coat with a belt at the waist, brown jeans underneath with brown loafers to match the jeans but the man's other features were less common for a person. Above, he wore a helmet with four spikes coming out of the front, back, left and right side of his head. The helmet itself, almost looked like a face with red glowing eyes that could be seen shining out of the helmet but the most distinguished feature was his brain that could be seen and his metal-like hands which had needles for fingers. The trench coat covered the rest of his body, so it was hard to determine what was human and what was not. If he had any features left to be considered human that is...

Peering down at his creation Brain Drain connected the final part to his creation: The face. He then took a step back. "RF-MODELR003-86. Activate boot up sequence." He commanded.

An unknown computerized voice suddenly began to speak anomalously. "UPLOADING DATA COMPLETE. BEGINNING REBOOTING IN: 10. 9. 8. 7. 6. 5. 4. 3. 2. 1."

The computer shut off and the Lab went dark, save for the lamp hanging over the operating table and the strange liquid yellow glow emanating from the tanks, holding other past subjects. Brain Drain walked around the table inspecting his new creation.

"She will be here soon, so I need to make sure that she doesn't resist. I have already taken damage from our last encounter and your "sister" is not ready yet, so it's up to you now. First, identify yourself." Brain Drain enforced and folded his arms.

He was wondering if this experiment was even going to be a success. He spent months on this project, uploading weekly data so he could create her, give her a personality and turn her into one of Lab Zero's best agents. He had already tried two times before and he hoped to the Trinity it would work this time.

A few minutes past and still no movement was made. Failure, guess he could continue on Subject 0-85 but before he left, he heard strange clanging sounds coming from behind him.

Turning around to face the operating table, he saw that the robot was slightly jerking and spazzing out slightly. "...Well, it's certainly more progress than the last two versions-" Before the man could continue, he was interrupted by a monotonous, robotic voice.

"I. AM. MORE. THAN. A. ROBOT." Yellow eyes snapped open, the robot shot up and grinned at her creator.

"Except not really. Playing off error. DOOT-DOOT-DOOT-DOO- Beep. Boop. Meow."

Second Fanfics are always hard. Review at your leisure and have a good one!