Kensuke and Mallek start walking back to the lunch table. No one seems to be around, they are late for class.

KENSUKE: I think class is about to start up again, we better hurry back.

As they are walking back, they see a very elegant, yet fearsome silhouette coming down the hallway. High heels shoes echoing down the hallway. Then the figure stops dead in their tracks, at the right moment in which they couldn't see their face, but her red dress and shoes in the light.

MALLEK: Oh no... this is bad...

KENSUKE: Who's that...? What's going on...? I thought this was an all-boys school?

MALLEK: …It is…

LOTTA: Mal!? I've been looking for you. Where have you been?

Mallek take a big gulp. A beautiful curvy woman, with long, flowing, dark black, curly hair, steps out of the shadows, with her arms folded and a deep scowl on her face.

MALLEK: I can explain!

LOTTA: You know, while I was in the teacher's lounge, I spoke to Mr. Stern and he told me that you were late to his class this morning. Again!

MALLEK: Oh but he remembers that...

LOTTA: What was that?

MALLEK: Nothing...Mom I'm sorry I can-

LOTTA: Excuse me?

MALLEK: I mean... Headmistress Lowlotta...

LOTTA: Better. Now you want to explain to me why you were late to class again Mal?

MALLEK: I-I... It's...well...I don't know...I just woke up late again...

Kenny looks at Mallek; he knows that wasn't even close to the reason why he was late. He remembers seeing him in the arms of some big, monstrous behemoth. But why would he lie about something like that he wonders.

LOTTA: Mal... really? Again?

She takes a moment to compose herself. She takes a deep breath and sighs really hard.

LOTTA: When you said you wanted to come to my academy, you promised that you were going to take this seriously. This isn't just some place to play around and do whatever you want Mal! This is an institute, my institute! I put my whole soul into this institution, and you have no idea what I had to do make this dream of mine a reality. So I will not have you bring embarrassment to this school... I'm incredibly disappointed in you right now...

KENSUKE: But it's not his fault!

She turns her head, realizing she hadn't noticed the other student.

LOTTA: And "Who" are you? I don't recognize you. Oh! That's right! Let me guess you are the new student, Kensuke A-

KENSUKE: Yes! That's me... Ms. Headmistress-

LOTTA: Miss.

KENSUKE: Miss. Headmistress it's not his fault really!

MALLEK: Ken shut up!

LOTTA: Then who's fault is it?

KENSUKE: Mine.

LOTTA: Excuse me?

KENSUKE: I am new to the surrounding here and Mallek offered to show me around a little. We even have some of the same classes together. So it's my fault, I take full responsibility.

LOTTA: Mal is this true?

MALLEK: Y... yes ma'am.

LOTTA: Very well. There's no harm in doing a good deed Mal. I see you've taken a liking to our new addition. Kensuke has a very extensive record of academics and efficiency. You could learn a thing or two from him.

KENSUKE: I also am always on time!

LOTTA: Oh, really? Hmm, that gives me an idea. Have you been given your dorm room yet?

KENSUKE: No, I knew I was forgetting something important.

LOTTA: Good, Mal, you don't have a roommate, right? He'll be living with you in your room then.

MALLEK: Yes, ma'am.

LOTTA: Lovely, move along then. Head to your dorm room, then help him get settled in.

MALLEK: What about class?

LOTTA: That reminds me, the other reason I was searching for you was to tell you that I'm heading into the town. And won't be back for a few days. And you know the rules.

KENSUKE: What rule?

MALLEK: No classes can be held while the headmistress is away.

LOTTA: Correct. Everyone else have already moved along. Now off you go!

Mallek and Kenny hurry on in the other direction.

KENSUKE: Hey Mallek…your mom is kind of scary.

MALLEK: Try being her son...

The two make it to the dorm rooms. Mallek takes his keys, unlocks the door, showing Kenny his new room. It's a very massive sized bedroom dorm, there are 3 queen sized beds in parts of the room. Mallek sits on his bed, and points to Kenny's bed. Which is not too far from his. To his surprise his stuff is already in the room.

KENSUKE: How...?

MALLEK: Hmm...must've been Bertram.

KENSUKE: (Giggles) Bertram? What a funny name! Who's that!?

MALLEK: He's my mother's annoying assistant but he's more like an annoying butler. He listens to her more than I do. And that's saying something.

KENSUKE: Well that's interesting. Can wait to meet him.

MALLEK: You say that now, but soon as you meet him, you're gonna wanna push him off a cliff.

KENSUKE: Hey…can I ask you something?

MALLEK: Sure man.

KENSUKE: Why aren't classes held when your mom isn't here?

MALLEK: …It's difficult to explain. Grimwell has a lot of peculiar rules like that, but don't worry about that, it's not anything you need to worry about. You'll come to find that Grimwell is a weird school.

Kenny sits by the window; inside the little reading nook, looking out over the all the trees. No sign of civilization for miles. He takes a tranquil breath then grins.

KENSUKE: Well I'm glad I'm here. Weird and all.

MALLEK: Heh. Yeah man. Now that we are buds, I think it'd be a good time to tell you something that's been on my mind.

KENSUKE: Hmm? What it is it?

MALLEK: I've been brooding about what you said earlier… You know, when we were alone? About never knowing your family-

KENSUKE: What about it…?

MALLEK: I know it's not my place to be saying this but…I want to help you find the-

KENSUKE: I appreciate the offer…but no.

MALLEK: B-but I have some connections, being the son of an academy chairwoman has its advantages.

KENSUKE: Thanks, but I said no…

MALLEK: But why…? Don't you want to know where you came from?

KENSUKE: BECAUSE I SAID SO! DROP IT!

Kenny jumps up from his seat, then gets in his face, locking eyes with Mallek.

KENSUKE: Listen… I've spent my whole life trying to find out what, why, and who I am, and who my birth parents are! Countless years of searching for them, day in and day out. Always coming up with nothing but a dead end!

Mallek pushes him back to get him out of his face. Kenny stumbles a little.

MALLEK: Why do you think I wanted to help you!?

KENSUKE: Mallek! You CAN'T help me!

MALLEK: And why NOT!? Why won't you just let my help you!?

KENSUKE: BECAUSE THERE'S…. BECAUSE…B-Because there's… just…no point anymore…

A tears falls from his eye and down his face…The fury in Kenny's voice dissipated, like a firecracker echoing in the night. Leaving him nothing, except the resonance of agony in his voice. It goes dead silent in the room, and they just stare at one another for what feels like hours. Then for a split second the two find themselves gazing into each's others eyes. Mallek takes off Kenny's glasses, so he could get a better look at him.

MALLEK: Y-Your eyes…they changed colors…

Kenny looks away from him; reflexively trying to shield his eyes from anyone. But Mallek lightly moves his head back in front of his, as if he was looking for something.

MALLEK: They really are beautiful…

KENSUKE: Mallek I'm-

MALLEK: Shhhh…It's ok…

KENSUKE: I didn't mean to yell at you… You've been nothing but nice to me since you met me…and I'm-I'M SORRY!

Mallek without realizing it clutches him tightly in his arms, holding on to him in a heartfelt embrace. Kenny doesn't embrace him back out of disbelief. He lets out a devastated wail then begins sobbing.

MALLEK: Y-You aren't alone anymore man…

All of a sudden Kenny feels a tightness in his chest.

MALLEK: …When I told you I was going to be your friend, I meant it…

KENSUKE: H-How did you know…?

MALLEK: I-I don't know…it just felt like the right thing to say…

Kenny lightly pulls away from Mallek and looks at him weirdly.

KENSUKE: You know…this is the first time someone ever been able to look me in the eyes for that long, heh. What's your secret!?

MALLEK: Are you trying to be funny? Heh.

KENSUKE: Maybe~

MALLEK: Alright, Alright you seem to be fine now. Enough with all of the sentimental stuff!

KENSUKE: Hey, Mallek?

MALLEK: Yeah?

KENSUKE: Instead of trying to find my family…why don't you help me with my powers?

MALLEK: OK! I can do that!

KENSUKE: Calm down, don't get too excited. I'm just curious; you said my eyes changed colors just now?

MALLEK: Oh? Yeah, so?

KENSUKE: So…the thing is; they don't change color when the glasses are off. That's kinda new I think. What color are they?

Mallek grabs a little hand mirror and shows him his eyes.

KENSUKE: OH MY GOD! WHAT. THE. FUCK?

MALLEK: Yeah they turned from red to purple.

KENSUKE: Oh great that something else to worry about! I have no idea what these eyes can do!

MALLEK: I mean, we could find out?

Kenny shoots him an annoyed look.

MALLEK: Here me out. What if you try the purple eyes out on someone? It can't be me obviously, but I'm sure we can find some guinea pigs at the school. And if anything goes wrong, they'll lose their memory anyway.

KENSUKE: But we don't know if they will lose their memory, and what if something really bad happens? And I don't know if having a different colored eyes means other powers per say.

MALLEK: Come on Ken live a little!

KENSUKE: Fine. But this is only to find out if it can do something different. And the second anything goes bad, I put my glasses back on and we bail. Remember, I came here to live an ordinary life… not master powers. …I tired that…let's just say it didn't go very well for the poor people in nearby cities…

MALLEK: Don't you worry your pretty little head. I know the perfect guy to test this on!

Mallek makes a very mischievous look and grabs Kenny's glasses puts them on his face. Then grasps his hand and heads out the door.