Title: The Place where Memories Lies

Characters: Kayli, Louis Amamyia, Oliver Collins

Pairing: hint of Kayli/Louis

Rating: Teen

Disclaimer: I do not own anyone/anything from the forum Code Vein. Bandico Namco Entertainment owns Code Vein and its characters. There is no copyright infringement intended. I do not make any profit/money or take any credit.

Summary: Within the depths, Kayli was forced to fight him, again and again. So, she breaks. Louis is worried about her. So, he follows.

Timeline: After getting Mia, completing both 'Den of the Dead', and 'Den of Darkness'.

Warning: Angst, switches between POV mid-way the story,

Author's Notes: Inspired by my headcanon.

1st in the 'Compassion and Expectation' Series.

While I will try and have them in order, the Timeline will tell you when it's set.

'Our memories Lies in Pieces'

(Stop Fighting the Pain)

She had to fight him over and over, it felt it was never-ending as she collapsed to her knees, tears pricking at the back of her eyes as she stared at the spot where he had met his fate.

It was stupid, to grieve for someone she barely knew. She had just met him when he had lost his life; when he had his fateful accident.

Yet she felt like she had known him. Maybe she had. In another life. Maybe they had been friends, maybe they had been more but there had been something there. A kinship maybe, an unspoken understanding.

He had understood when she had tried to fight, to protect Io and he stopped her, assuring her that Io would be safe.

When he had been attacked, he assured her that he was alright, that he needed to take a breather and that he would catch up with her.

She hadn't believed him, giving him a dubious look and got warm comforting eyes behind the mask in return before she nodded when he pushed her, reminding her of Io who waited for her on the surface.

When she turned her back and walked away, a part of her cracked a little further.

"Was there no option?" she asked, her voice hushed as she stared at the spot he once sat, his ghostly image stared at her, the corner of his eyes crinkling with a smile hidden by his mask, shaking his head.

'No', came the ghostly whisper and she closed her eyes, a tear slipping free as she bit down on her lower lip.

Why was there no choice? Why did they have to live their lives like this?

It wasn't a life, knowing that each time they walked out the base, there was a chance that they wouldn't return.

Why did she have to keep seeing him in the depths, to know that she had no chance of saving him? Why did she have to be reminded of her failure?

After the second time of facing him in the depth, she returned to her room, her anger simmering beneath her skin. It had been unusual; she was not the type to get angry so easily.

She had felt rage, sure, when she saw the Hunter hurt Nicola, devastating Mia in the progress.

But this anger…it built up inside of her and made her storm out of the base, waving off those who tried to come with her before she teleported away to one place where she needed to face the truth.

She couldn't save him. No matter how many times she dreamt about it, no matter how many times she had to face him. He was gone, and there was nothing she could do about it.

Footsteps behind her made her stiffen before she relaxed. She knew the footsteps, had heard them so many times during the base, so many times when he walked next to her on their travels.

"Here you are," his voice was soft with concern. "You had everyone worried."

"I needed to think," she told him. Louis settled down on the ground next to her. She could practically smell the confusion from the man as she continued to stare at the empty spot.

"I knew him," she finally confessed. Io knew of him, but nothing much else. None of the others knew him either. She was the last one to remember him.

Louis stiffened next to her before he turned his head. "The Lost we fought to protect Io, the one we keep fighting in the depths. I knew him. His name was Oliver Collins…and this is where he lost his mask."

"…Kayli," his voice was hushed. Kayli shook her head, a bitter laugh escaped her.

"I was so shocked to see him on the surface when we reached it." She shook her head, "Yet I was so happy because it meant he survived, that he hadn't lied. I didn't even think about how he had gotten to the surface because there is no way he got past us."

She turned her head toward the mistle, seeing the gate just further down. "He must have jumped up through the hole we had been kicked through."

She sighed, turning back to the spot where his image sat in front of her, shaking his head at her. "And you stepped in the way when he attacked me."

"That's why you hesitated," his voice was one of understanding.

"Stupid, I know. But I had never seen a Lost turn in front of me. I had dispatched the Revenant who had attacked him, so I never saw the event."

"And I told you to cast aside your doubts," he told her, his voice filled with agony. "Kayli…I never meant-"

"I know," she cut him off. She had gotten to know Louis, had gotten to know his big heart and his kind-hearted nature. If he had known that she knew of Oliver when he attacked them, he would have taken Oliver on his own, to spare her the pain of having to cut him down.

"It's stupid," she shook her head, "We barely knew each other and yet," she placed her hand over her heart, "He lost his life, and for what? Karma?" she remembered his memories.

His life had been of hardship, sacrifices must be made, yet he had kept his kind-hearted nature. He had strived took on the bright side.

"But…I had hoped…" her voice broke. Her anger turned to steel, she gritted her teeth and tightened her hands into fists. "And I have to keep fighting him!" she pounded the ground with her fist then turned to look at Louis for the first time since he appeared at her side, her eyes wet, "Why?! Why do I need to keep fighting him?!"

"Kayli," his hand was on her shoulder.

"Is it not enough I cut him down the first time?! Why make me do it again?!"

A sob burst free and her hand came up to cover her mouth, her eyes closing as tears finally spilled free.

"Kayli," his voice was hushed, his hand sliding over her back as she felt him move in closer, pulling her in between his legs.

Her face fell into his chest and her arms clutched the back of his shirt, looking for the anchor she so desperately needed.

He held her close, one hand buried in her hair, careful not to pull at the ponytail, the other wrapped around her waist, holding her to his body.

And for the first time, she let the anger and grief flow from her, crying into his chest, trusting in Louis to catch her when she fell.

~_Don't Hide from the Pain_~

Louis tapped his fingers against the table as he turned the page, not seeing the words. He was worried about Kayli after their trips into the depths.

The final Lost they had to face was the same one when they first met, the young man who had transformed before their eyes.

Louis had heard the sharp inhalation at the sight of the young man, just waiting there with his hammer over his shoulder. He turned and looked at her carefully to see the emotions in her eyes.

There was shock before it gave way to a brief hope – he wondered why – then her face hardened like a mask when she realized the truth behind the depths.

She was to fight the Lost once more.

The mask kept slipping during the fight. He cautioned her not to get angry when he saw her lash out blindly. Warned her to stay back when she was near death, but she refused to listen, taking a swipe then gliding out of reach.

There was such desperation in her actions that it had taken Louis off guard. She had been careful, cautious when it came to fighting Lost that to see her in such wild abandon had created a fracture in his heart.

The mask shattered for a moment when she delivered the final blow to the Lost, breathing heavily and he saw her say something but was unable to hear her over the sound of the Lost's pained roar before it succumbed to its wounds, dispersing into golden dust.

He had wanted to touch her trembling shoulders, had wanted to comfort her, to question her but held back when she straightened her back, turned around and gave him that smile.

The depth had been cleared and Davis would be happy.

He followed her out of the cave, looking back briefly at the spot where the young man had been standing and wondered what his connection was to the young woman who was slowly capturing his heart.

It had happened all over again in the next depth Kayli had found the map to.

He had watched her carefully this time, her hands clenched tightly. Her eyes had been wet for a moment before she blinked, and they turned hard.

He cautioned her but she seemed deaf to his concerns, blind with her fury as she hacked and slashed at the Lost.

The Lost seemed to take some perverted interest in her. As the human man, he mocked her, taunted her, driving her further into her rage.

Her expression when he fell to his knees only to laugh as he started transforming had felt like he had been shot in the heart. No one should have to make that expression.

When they finally defeated the Lost, her blade driving deep into the Lost's back, she had seemed so lost once more, so small and defeated that it had scared him to see her like that.

It had seemed to have been the final straw for her. When they came back, she brushed off everyone and made her way to the room they had given her.

Yakumo had looked at him for answers, Mia and Murasame standing together with concern written across their features as they watched Kayli disappear around the corner.

Coco was with Io as Io just sighed sadly before sitting on the couch.

Davis seemed to know what happened, giving him a look of sympathy before he returned to his duties and Louis had sat down at his desk, his mind whirling with questions that he had no answers to.

Yakumo had seemed to take pity on him and had left him, going to the girls instead, giving them an easy smile. It seemed to have assured them.

Louis had handed his weapon over to Murasame before taking a seat at his desk, pouring over the paperwork, trying to keep his mind focus and it had worked, for a moment.

The sound of a door opening had snapped everyone out and they all turned to see Kayli outfitted for battle. Louis had stood up when Kayli waved him off, heading over to the mistle and teleported away from them, leaving everyone in a state of confusion.

Louis shared a look with Yakumo before he sat back down again, wondering how he could reach her.

"Yo," a hand slapped on his shoulder and he lifted his eyes to meet Yakumo's concerned gaze, "You're driving me mad with the tapping. If you are that worried about our girl, go after her."

"She wants to be on her own."

"She needs someone to talk to," he corrected with a frown, "Come on man, don't do this now."

"Do what?" Louis shrugged off the hand and stood up.

"The whole noble gentleman routine by giving her space. Something happened to her in those depths, something bad and you know it. She needs to talk to someone and you're the person for it."

"…why me?" he finally asked, curious to his friend's reasoning.

Yakumo was silent as he stared at Louis before rolling his eyes.

"Dude, I'm not even gonna bother trying to spell it out for you. Gear up and get moving."

"And how do you expect me to find her?" He asked, pulling on his veil. "We don't have tracking abilities."

Yakumo snorted with amusement, shaking his head as Louis grabbed his sword.

"Look, you were with her when she went down into the depths. You saw whatever it was that upset her. Think back, maybe there is a connection."

Louis stared at his friend before he frowned, looking toward Io, remembering when he first met her.

He had met Kayli in the caverns, she had been looking for blood beads and she had been on her own.

The Lost they kept fighting in the Depth was the same one they fought together on the surface, to protect Io.

His gut instincts told him he was on the right track. Yakumo tapped him on the shoulder and he turned to look at his friend, who grinned.

"You figured out where she is?"

"I think so."

"Then go and get her." Yakumo pushed at his shoulder, nudging his head in the direction of the mistle. Louis rolled his eyes before heading over the mistle. Touching it, he thought about the Crossroad.

When he opened his eyes, he blinked at the sunlight before he spotted Shang, the explorer that he been working with Kayli regarding the depths and made his way over to him.

"Shang, have you seen Kayli?" he asked the explorer, getting a headshake in return.

"No, but another Revenant has seen her in the Caverns. He passed her on his way here."

"Oh," he frowned, looking behind him at the path that led the way in and wondered whereabout she'd be before looking over at the ladder, remembering the frustration that had crossed her face when she spotted it when they came back here.

It had been locked into place and she had kicked it with a furious grunt that for a moment, he had feared the ladder had been kicked free from the rails. It held in place.

"Thanks," he looked back at Shang, who nodded before brushing past the explorer and over to the ladder.

It was connected, he remembered hearing Io saying she had been kicked down the hole by the Revenants who had been holding her hostage in exchange for blood beads.

He swiftly made his way down the ladder, spotting the mistle but no Kayli. He listened carefully and heard sniffles coming from the other side of the gate.

Following the sounds, he spotted her kneeling in the empty space, her weapon lay at her side and frowned.

It was not like her to lay down her weapons outside the base.

Louis looked closely at her, his heart clenching when he saw the tear tracks on her cheeks, her eyes were wet and her bottom lip raw red.

"Here you are," he told her, relieved to have found her but worried for her at the same time. "You had everyone worried."

He knelt down on the ground next to her, curious as to why she was in front of empty space but unwilling to push her until she was ready to talk when she surprised him by confessing that she did know the Lost.

She recounted how she got to know the man, and everything made sense to him.

He remembered when he first saw her, awkwardly making her way down the path toward him. She was holding on tightly to her sword that he wondered just how new she was to the situation.

When he stepped away from the wall, walking toward her, she had faltered in her steps. Her dark blue eyes widening at the sight of him before she steeled herself, her knuckles whitening.

When she stepped closer to him, keeping a distance between them, he had taken in her hair. Dark brown with dark pink highlight. It…suited her, a reason he could not explain before he explained his situation.

When he asked if she was willing to partner with him, she had just stared at him silently with those eyes before nodding, accepting his terms, he had been relieved.

He hadn't thought ahead while scouting and had found himself stuck in a hard place. With her at his side, he was certain he would have no trouble.

And what luck she had been, with her ability to restore the mistles and removing the miasma that he had forgotten to ask her how she came to be in the situation in the first place.

It was only when they got back to the base when she and Io had explained. He remembered Io looking at Kayli during the conversation, how she had seemed to want to ask something but held back.

He listened to Kayli explain how she knew the Lost and everything started to click into place.

Looking back on it, the way she faltered when she saw the lost, the way she let out a sharp gasp and ran forward only for him to stop her, now it made sense.

He had thought it had been because Io was in danger, now he understood it was because she knew the Lost who had transformed before their eyes.

And it explains why she picked up the weapon the Lost had dropped, looking at it sadly.

And why she had been drawn to pick up the vestige.

A surge of jealously swept through him before he stamped it down. Now was not the time to be jealous of a dead man.

Watching her break apart in front of him tore at his heart and he was unable to hold back any longer.

He reached out to her, pulling her in between his legs and holding her close to his chest. One hand burying into those dark locks of hers and the other tight around her waist, wrapping her up in his protective embrace.

He kissed the top of her head as she cried into his chest, finally letting go of all that pent-up anger and grief and he closed his eyes, hoping that she trusted him to catch her when she fell.

~_For it doesn't hurt for long_~

The next time they ventured into the depth, Louis held her hand as the door slid open in front of them to reveal a copy of the Butterfly they had faced while rescuing Evelyn from the Self-Important Revenant and Kayli let out a sigh of relief as Louis squeezed her hand in comfort.

She was free. And so was Oliver.

The End