A/N yes a new story, everyone's going to kill me now. Ducks a knife that was chucked at her head. So yeah, how many of you when you saw episode 32 were so hoping Alice would turn into masquerade. *raises hand* that'd be me and I decided I'd right an Au fic about it, yay for me!

(I'll begin with where Alice comes in during episode 32, because it's easier for me)

In the middle of a large meadow, ringed by trees. A red haired girl was lying on her back, enjoying the nice breeze. She closed her eyes and let out a sigh.

"It's so peaceful here." She murmured. Beside her lay the ball form of her partner and friend, Alpha Hydranoid. He nodded his head in agreement.

"Yes, at times it reminds me of my home on New vestroia." Hydranoid replied. Alice opened her eyes and glanced in Hydranoid's direction.

"Do you miss it?" Alice asked.

Hydranoid nodded his head a little. "Now and then," He turned slightly to face Alice. "But I always feel at home with you Alice." Alice smiled a little at the statement.

"I feel the same, Hydranoid."

Meanwhile, Alice's granfather, Dr. Micheal entered his lab, carrying a large bag of groceries. He turned his head to the sound of beeping that emitted from one of the many machines.

"Hmm, that's odd," He walked closer to the computer and studied the monitor. "The sensors are saying that a dimension gate is open nearby." He shifted his groceries to his other hand and turned to look at the Dimensional Transporter System. "But, the Dimensional Transporter system isn't powered up at the moment…." His eyes widened and he let out a gasp.

"Oh, no! Someone must be transpotring themselves from another dimension using a different system. Which means that," He let out another horrified gasp and dropped his bag of groceries down onto the ground, causing the contents to scatter onto the floor. "They're Vexos!" He ignored the mess of groceries on the floor and raced out the door of the lab. "I've got to warn Alice, she's in danger!"

Alice sat up in the meadow, unknowing of the possible danger she was in. She stretched her arms up into the air. "I'm hungry," She turned to look at Hydranoid who floated up beside her. "I wonder if grandfather's back with lunch yet?"

Behind one of the surrounding trees, emerged the face of Shadow Prove, he peered out to look at Alice. He chuckled at the thought of the easy prey she'd be. "Yeah," He growled an evil sneer plastered on his face. "I'm hungry too Alice," he ducked back behind the tree, and on the opposite side, a wolf's head emerged. "For battle that is."

In the back, of Alice's subconsciousness, in another meadow with long yellow green grass. A masked blond lay on his back staring blankly at the sky. He felt something stir within him. He raised his head, and sat up.

"Huh," He murmured. He reached up and adjusted the blue mask so that I rested more comfortably on his face. "It would appear that something, interesting, is about to happen for once."He smirked. "Something, that will obviously ease my extreme boredom."

Back in the outside world Alice, reached down and picked up her picnic basket that was lying beside her on the ground.

"I guess, we should head back to the house and set the table." Alice straightened up just as someone stepped out onto the field behind her and let out a low growl. Alice twisted around letting out a gasp of surprise. Her eyes widened at the sight of a figure, with the head of the dog, but a body of a man!

"Leaving so soon?" Shadow said in a gruff voice, "What's the rush little lady!" he raised his hands above his head an curled his fingers like claws.

Alice turned around fully, to face hi9m. "Oh, hi there! Are you lost little doggy?" Shadow, blanched in shock. Surely she was smart enough to know a werewolf when she saw one!

"Little doggy?" Shadow retorted ripping off the wolf's head. He fixed Alice with a glare. "I'm a werewolf!"

"A werewolf?" Alice echoed. "With red nail polish?" Inside her subconsciousness, Masquerade chuckled.

He folded his arms across his chest and smirked at Shadow's shocked and embarrassed expression. "Hmph, what an idiot." He snorted. "He's dumb enough to make even Dan look smart!"

Shadow threw his arms up in the air in aggravation. "Are you kidding me? You should be terrified!"

"oh!" Alice gasped and took a small step back. "I'm so sorry!"

Shadow growled and composed himself. "Oh you'll be sorry alright." He smirked as he lifted his left arm to show Alice the dark purple gauntlet. "That is, after I take your bakugan in battle!" He let out a laugh as Alice gasped in surprise.

"Vexos!" Alice gasped, her eyes narrowing in distaste. "You're not a werewolf!" Shadow leaned over backwards as a fit of laughter overwhelmed him. He straightened up and leaned in closer. So close that they were almost nose to nose.

"So what? When it comes to bakugan battles," Shadow paused to lick the side of his gauntlet. "I can fight like a wolf." Alice let out a yelp and stumbled backwards, when her heel caught on a rock. She closed her eyes tightly as she began to fall backwards. She landed on her backside, cushioned by the soft grass, her grip on her basket loosened and it fell to the ground.

"B-battle?" Alice stammered fearfully. She couldn't! No, she wouldn't!

"Well duh," Shadow laughed. "But, if you'd rather not battle than you'd better hurry up and run before this wolf takes your picnic basket and your beloved Hydranoid!" He let out another cruel laugh as he shoved the wolf's mask back down over his head. Alice let out a shriek as she stumbled to her feet and raced off for the forest.

Shadow let out a laugh and raised his hands over his head, and chased after her.

Alice stumbled through the forest, trying hard, not to trip over the roots and sticks that were strewn around on the forest floor. On her shoulder Hydranoid struggled to hold on.

"Alice, why are you running? You can beat him in battle!"

Alice glanced down at him out of the corner of her eye. "Hydranoid, I can't!" Hydranoid shook his head stubbornly.

"Yes, you can, you were given a gauntlet from Mira,"

"Hydranoid please! Please, I can't go back there I just can't!" In her mind she pictured the day when Masquerade's mask had shattered and he had left her for good. "I put my days of abttling behind me when I laid my Masquerade identity to rest."

Inside her mind Masquerade scoffed. "Laid me to rest?" He echoed. "Yeah, right, hate to burst your bubble Alice but, I'm still here." He let out a sigh. "I'm not going anywhere."

Panting Alice continued to run. Finally, she stopped to rest by a large tree. She leaned her back against the tree, as she struggled to catch her breath. She let out a sigh of relief. "I think we finally lost him."

Shadow chuckled softly as he crept up to the tree that Alice was resting on. He hid behind it and slowly poked his head out from behind the tree on Alice's left. He emitted a soft threatening growl.

Alice's eyes snapped open. "wait." She whispered turning her head, to the left just as Shadow disappeared back behind the trunk of the tree. "Did you hear something?" Shadow smirked as he appeared on the other side, repeating his earlier actions. "Did I imagine it?" She wondered aloud, jerking her head to the right, and once again Shadow hid himself before she spotted him. She turned around so her back was against the trunk again. "Maybe, my ears are playing tricks on me?" As Shadow appeared on her left side again, a twig cracked beneath his foot, Alice whirled around, to see him standing there with his arms raised threateningly. Shadow blinked and screamed at Alice's sudden move. Alice screamed as well.

Shadow ripped off the wolf's head. "Hey! What's with scaring me like that?" He lifted up his arm and showed her his gauntlet. "Can we quit stalling and get to the battle already?"

Alice took a step back, raising her hands defensively, her eyes wide with fear. "But, I-" She watched fearfully as Shadow licked the edge of his gauntlet.

"I can taste my victory already!" Alice whimpered fear, rushing through her. Shadow's red eyes gleamed with satisfaction, he had the weak brawler girl right where he-

"Hiyaahh!" His thoughts were cut off as a girl in a red dress with black hair dropped out of the sky. She came down with her foot poised toward his chest.

"Not the kidney!" Shadow whined as he was thrown backward by the strength of her kick. He slid to the ground a few feet away. The girl did a back flip and landed in between him and Alice.

Alice stared at the girl, recognition dawning on her. Hey, are you Chan Lee?" Chan turned around and gave Alice a two fingered wave.

"Hey, Alice, what's up?" Chan winked at her in a friendly way. In Alice's head Masquerade rolled his eyes but, smirked.

"You apparently." Masquerade joked. Pity no one else was able to hear it.

Both unknowing of Masquerade's earlier statement , Chan continued. "Klaus asked me to check in on you," She smiled slightly. "So I brought this." She raised her left arm to show Alice, the red gauntlet attached to it. "Just in case."

"A gauntlet?"

Shadow grunted as he rose to his feet. "Another bakugan brawler eh?" He sneered as he raised his fist with his thumb up. "Two for one, today must be my lucky day!"

Chan stepped back to stand beside Alice, she glanced sideways at her. "Are you ready to do this Alice?" She asked. Alice looked down at the ground.

"Uh, I don't know if I can." The image of Masquerade flashed before her eyes. Beside her Hydranoid floated up.

"I need to even the score," He growled his wings moving slightly to keep him balance. "I cannot back down, please Alice." He begged. "Alice, please, do it for me." Alice raised her head, and turned to her bakugan.

In her mind Masquerade sighed, "It seems like, Shadow has succeeded in making Alice doubt herself," he rose to his feet and paced back and forth. "Thus making her too scared to brawl. He paused. "Perhaps, the time has come for me to step back in." His eyes narrowed as the image of Shadow Prove raced through his part of Alice's mind. "And believe me Shadow, if I have to step in," He smirked. "All of your vexos friends combined will never be enough to put your phony Hades together again!"

Back in reality, Alice considered Hydranoid's words, and she closed her eyes to think. When a soft wind tugged at her hair. Her eyes flew open to see Masquerade standing before her, across the very same meadow where he'd given her Hydranoid.

"Come on, Alice." He urged, a smirk appearing on his face. "You know you want to,"

"Masquerade!" Alice whispered, taking an instinctive step forward towards him. But, then she caught herself. She stopped where she was only a few feet away from him. She looked directly at him, her eyes locked onto the reflection of herself that appeared on his mask. "But, it's just that, I'm afraid that if I give in…" She looked down at her feet. "I might not come back." Masquerade's expression didn't change. But, she could make out a soft scoff coming from him.

In a flash of light Alice was once again standing beside, Chan Lee, with Shadow facing across from them. She closed her eyes and took in a deep breath. She reached into her pocket and pulled out her own purple gauntlet. Alice paused to study it for a minute, before she slapped it onto her left forearm.

"That's it Alice!" Hydranoid urged. Alice lifted her head, to glare at Shadow.

"Okay, you want a battle! Well, you got it!"

Shadow snorted, "Hah! Let's go!"

Beside her, Chan's face, erupted into a huge grin. "Hey, don't forget about me!"

Alice slipped a card into her gauntlet and a mechanical female voice, registered it. "Gauntlet activate."

Shadow smirked, "Gauntlet-" He began the battle cry while the girls didn't hesitate to finish it.

"Power strike!" They shouted. The cards within their gauntlets began to glow either purple or red, based on what the brawlers attribute was.

In Alice's mind Masquerade relaxed on the tree stump. "For now, I'll just sit back and watch the show." He placed his arms behind his head and relaxed slightly.

Not too far off from the clearing where, the brawlers where about to engage in battle, Alice's grandfather was wandering around the forest looking for her. His head turned at the sound of shouts, that sounded similar to the brawlers battle cry. "A-Alice wait!" He tried to take another step forward, but was stopped as time went still outside of the battle field.

"Rock on!" Shadow shouted holding out agate card. "Gate card set!" he shouted flinging it down on to the ground. It landed on the ground and vanished, an outline of a purple rectangle expanded around them. He lifted up his right hand, where in between his index and middle finger, was his mechanical bakugan Hades in his ball form. "Bakugan, brawl!" He shouted hurling, his Hades onto the field. It spun like a top until it came to a halt on the field. "Bakugan Stand, Darkus Hades!" He shouted. Alice and Chan watched as a steel gray, purple and black mechanical version of Hydranoid rose up.

In his place, floating beside Alice's head, Hydranoid let out a growl. "So, this is Hades." His right head growl. "My impostor." He turned to face Alice. "I want to destroy him!" Hydranoid growled.

Alice nodded. "I understand, lets go!" She held out her hand and Hydranoid, floated down onto her open palm. He closed up into a ball. Alice closed her hand around him. She turned to face, Shadow her eyes narrowing. "Here, I come vexos!" She said, her tone much fiercer than it ever got. "Bakugan, brawl!" She shouted as she hurled Hydranoid out onto the field. Hydranoid bounced and rolled twice, before opening onto the field. "Bakugan stand, Darkus Alpha Hydranoid!" Alice shouted, as the three-headed Hydra rose, up and let out a roar of rage. Eyes flashing, with anger.

The gauntlet showed, Hades at 600 g's and Hydranoid at 500g's.

On the field Hydranoid and it's twined sized each other up. Hydranoid's middle head let out a threatening growl.

"You're a pale imitation." He growled, when the right head piped up. "Who's about to face the wrath of a true Hydra!" Hades, due to the fact it was a machine was incapable of reply, but it's reply was unnecessary due to the fact that Shadow more than happily jumped in to talk trash.

"Hah! We'll see who's best." Alice rolled her eyes and inserted a ability card into her qauntlet. "Ability Activate, Death Trident" !She shouted. Hydranoid roared and opened it's three mouths dark balls of energy forming within his massive maws. With a snarl he unleashed them at Hades.

"Ooo that tickles," Shadow mocked as Hades power level decreased by 300 g's. He lifted up his own gauntlet and inserted an ability card. "See if you like this! Ability Activate, Phaser trident!"

Hades opened it's mechanical maws and charged up 3 purple blast of its own. It blasted them right at Hydranoid's death trident.

Hades phaser trident, like Hydranoid's death trident decreased Hydranoid's power level by 300 G's leaving Hades at 300 g's and Hydranoid at 200!

The two blasts collided in the middle of the battlefield, causing an explosion. The impact causing Hydranoid to fall backward onto the ground. He let out a grunt of pain as he landed beside Alice.

"Hydranoid!" Alice out loud and in her mind Masquerade shouted their bakugan's name in unison.

Shadow let out a laugh. "Looks, like the original Hydranoid isn't such a big deal after all." He sneered. "Hades is better and stronger in every way, but why keep talking about it when I can show you in painful detail again and again!" he finished his statement with a cruel laugh, that was grinding down on Masquerade's last nerves.

"Alice don't you dare let him get away with mocking Alpha Hydranoid like that!" Masquerade snapped.

Beside Alice, Chan Lee tossed up her own bakugan, Fortress into the air and caught him in the palm of her hand. "Enough!" She shouted. "Lets see how you fair against me." She moved her other hand over to the one that clasped her fortress. "Bakugan, brawl!" She shouted as she pushed out with both palms thrusting Fortress forward onto the field. "Pyrus Fortress stand!"

In a blaze of red light s 3 bakugan with 3 different faces and four arms dressed as a chinses warrior emerged. "Evil spirits begone or face my wrath!" Fortress shouted.

The stats now showed, Fortress at 400 g's Hydranoid at 200 g's and Hades at 300 g's.

Chan placed an ability card on her gauntlet. "Ability," She shifted her arm backwards inserting the ability card into place. "Activate!"

A mechanical female voice registered the action. "Ability card set."

"Flame strike!" Chan shouted. Fortress raised two hands over the front of his face, to reveal a face that had its eyes closed happily and a warm smile on his face.

Fortress let out a happy laugh. "One must always laugh and take pleasure in their work." He grabbed two of the swords on his back from their sheaths. "That is why evil forces, it gives me great pleasure to vanquish you with my mighty blades of fire." He held the tin sword across from each other, allowing the blades to become alight with fire. He let out a laugh as the flames stretched forward at Hades, and as his power level increased by 200 g's.

Alice watched as Chan's bakugan leapt into bakugan, fear beginning to creep into her heart.

"Alice," masquerade's voice echoed in her ears, "This is no time to panic!" Alice blinked and swallowed nervously. In her mind Masquerade sighed. Alice's confidence had taken a hit, he just hoped she'd last long enough to get the idiot across from them to shut up sometime soon. Alice gathered her courage and inserted a new ability card.

"Ability activate!" Hydranoid got back onto his feet. "Indigo Nightmare!" Alice shouted. Hydranoid let out a roar a he charged up 3 dark purple blasts in his three mouths. Then he fired them at Hades, his power level increasing by 300 g's in the process.

The two attacks were only a couple of feet away from hitting Hades when Shadow stepped in.

"Double ability Activate!" He jabbed his finger in the direction of the two brawlers. "Phaser trident," Hade's began to charge up the attack in its three mouths. "Plus Photon Tail!" His tails jerked as the charged up pinkish purple energy of their own. Hades unleashed the two attacks at the two opposing bakugan. His attacks were aimed to pass the opposing attacks and collide with Hydranoid and Fortress. Hydranoid's and Fortress attacks impacted just as Hades attacks reached them. Explosions ripped through the field.

"Hydranoid no!" Alice cried her hand reaching over her heart fearfully. Beside her Chan had an expression of shock and anger on her face.

"I can't believe he took them down at the same time." She gasped shaking her head slightly. "It's just too unreal."

Alice stared helplessly as the smoke cleared revealing Hades completely unharmed! In her mind Masquerade gritted his teeth and slammed his fist down in frustration, both at the fact he was forced to watch his partners defeat and the fact he was helpless to do anything but watch!

Hades threw back his three heads and roared while below him Shadow laughed his expression still holding that oh so disturbing sneer. "That was fun, I feel like doing some more damage." He threw his right hand into the air. "Gate card open!"

In a flash the ground shifted to show the face of Shadow's gate card. "Sand chasm!"

The card glowed and then slowly, Hydranoid and Fortress were beginning to turn to stone.

"The one with rocks for brains is turning us to stone!" Fortress gasped. Hydranoid growled furiously.

"Oh no!" Chan gasped.

"He trapped us," Alice whispered. In her mind Masquerade winced.

"Haha, Sand Chasm is a command card that freezes your opponents and takes away 100 points from their power levels." Hydranoid dropped down to 100 g's and Fortress dropped down to 200 g's. Shadow lifted his arm and pointed a finger at Hydranoid and Fortress " Come on Hades! Lets show this three headed dinosaur and his laughing friend who's boss." Hades roared as he swung his three tails forward slamming them into Hydranoid and Fortress.

Hydranoid and Fortress let out two cries of pain before they returned to their ball forms. Hades roared one more time before he too returned to his ball form and flew back to Shadow. He sneered at them.

"You guys are making this way too easy." Shadow laughed as he caught Hades in his hand. Alice looked at her gauntlet and watched as her life gauge decreased by 200 points.

Alice: 300

Chan Lee: 400

Shadow: 500

Alice sighed and knelt down to pick up Hydranoid when a flash of white light overcame her. Alice blinked open her eyes and found herself back in the meadow. She straightened up and turned around to see her alter ego standing there.

"Alice," Masquerade began, he didn't get the chance to finish before Alice raced up to him and wrapped her arms around his neck.

"Oh, please Masquerade," She whispered holding back a sob. "You have to help me defeat Shadow Prove, please!" Masquerade was startled.

"But, Alice, I already told-"

"Oh please don't start with the whole 'it's not my destiny' Masquerade." She let go of him and wiped a tear from her eye. "As long as you're part of me our destinies are entwined." She held out her hand. "Please Masquerade, will you please help me fight off Shadow?" Masquerade was silent for a moment then he nodded in grim agreement.

"Yes, I will destroy him." Alice smiled sadly, Masquerade smirked. "Don't worry Alice, he and his mechanical phony won't be laughing long." He grasped her hand. As he did a ripple of energy coursed through the meadow and then it erupted into a harsh light. Alice released Masquerade's hand and shielded her eyes against it. Her hand groped for Masquerade's again but, he was nowhere to be found. She turned her head just as a wave of blackness rose up and came crashing down upon her.

In reality, Chan had noticed that Alice had seemed to become frozen in place. Worried she walked over to her friend. "Alice?" She asked, her friend didn't speak only reached down and picked up Hydranoid off the ground.

"Hey, are you guys going to stand there all day! I came here to battle and it's your move, Alice." Alice didn't answer, Chan walked closer and waved in front of her friend's face.

"Hey, Alice are you okay?" Alice didn't answer. Then something strange happened. The wind started to pick up around them, causing Chan and Shadow to jump in surprise.

"Hey, what's going on?" Shadow demanded shielding his face from the harsh wind. Alice lifted her head, and suddenly her body was enveloped in a crystalline light. Chan Lee stepped back shielding her eyes with her free arm. When just as quickly as it had come the wind, ceased, and the light dulled. Shadow moved his arm away from his face and glared in Alice's direction.

"What's the deal with the freaky light show I came here to battle not too…" His voice trailed off as his gaze caught sight of spiky blonde hair, a white coat, purple pants and a blue mask that concealed the newcomers face. Shadow jabbed a finger in the newcomers direction. "Whats your problem can't you see that their a battle going on here?" The newcomer sneered at Shadow.

"I'm guessing that you have no idea who you're dealing with then Shadow Prove, then allow me to introduce myself, I am none other than Masquerade, the world's 2nd best brawler…..after Dan Kuso that is." Chan let out a gasp and walked closer to Masquerade.

"What- But Alice said, that you were gone for good!" Masquerade held up his hands in a helpless gesture.

"Detail, details, you should be grateful that I came to help you." Masquerade informed her attaching Alice's gauntlet to his wrist. He smirked as he grasped Hydranoid "Heaven knows you need it." Across from them Shadow had a confused expression on his face.

"Wait, does this mean that there's another person who shares a body with Alice?" He let out a cruel laugh. "That makes three brawlers done, all in the same day." Masquerade scoffed. Shadow jerked his head and glared at him. "What's so funny!"

"You and your face." Masquerade returned, Hydranoid floated up beside him.

"Master, is it really you?" Masquerade nodded.

"Yes, Hydranoid it's me." Masquerade glanced in Shadow's direction, "Well, Hydranoid, how about we put this fool and his phony bakugan in their place."

Shadow scoffed. "You can try it pretty boy, but it won't do you any good."

Masquerade sneered. "We shall see, gate card set!"

A/N okay I'm going to cut off their for now, because I already have 10 pages of this and I'm tired. *yawn* so yeah, this might be a chapter story or just a 2-shot depends on what the readers think, so whether I continue this or not is up to you my faithful readers.

Disclaimer: I do not own Bakugan New vestroia episode 32 or bakugan as a whole whatsoever..

So please review!