They both stood there in the showers, Val beamed a heartfelt smile to Roxanne. Roxanne felt herself shrink as she shifted her gaze to the floor, as to not look her friend in the face.

"Out of everyone...I just can’t believe I failed the test, I’m supposed to be better than that, I know I’m better than that."

Val’s face turned a bit more solemn as if she knew the feelings of doubt and worry Roxanne was feeling.

Val lifted up her hands and Roxanne flinched away like a wounded animal, likely afraid of getting another hug from her RA.

Val took notice and lowered her arms back to her sides before saying, "trust me I know the pressure on you to pass these trials is a lot, but you don’t have to handle it all alone."

"It’s not just the pressure, it’s the fact I have people depending on me, people I can’t let down." Roxanne folded her arms over her the towel that covered her tan body.

Val slightly tilted her head to the side in an almost dog-like curiosity.

"When you say people you mean us, your friends?"

Roxanne shook her head, closed her eyes and let out a deep sigh.

"My family, the Caverro family has always been a driving force for me ever since I was a little girl."

Val’s face flashed with recognition as the name Caverro was one known by her and most women her age. The Caverro corporation produced everything from makeup to clothes.

"I knew your last name seemed familiar, I had thought it was just a coincidence but you’re really apart of that family? Val asked.

Roxanne nodded then continued.

"Most people don’t know it, but my family’s company has many underworld connections and we deal in just about every black market good you can imagine."

Val’s eyes slightly widened with shock.

"I guess that would explain how a Caverro ended up here of all places. So you’re here to take over the family business?"

Roxanne rolled her eyes slightly and smirked.

"I guess that’s one way of putting it."

Val took a step forward and starred at Roxanne without saying anything for a moment, a silence hung in the air that told her it was now her turn to air out her own dirty laundry. She was used to hearing the problems of others, as an RA it was practically her job, but talking about herself wasn’t something she was used to.

She suddenly noticed how awkward the moment was becoming and cleared her throat.

"Well y’see I also have family expectations that weigh on me as well. I don’t usually talk about it but my eldest sister works for the university...and our mom really expects me to follow in her foot steps when it comes to the whole super villain business."

Roxanne looked at Val for a moment, weighing what she’d just shared and a small smile spread across her face.

"Then you get what it feels like to come from a villain family and to have all the expectations thrust onto you against your will."

Val gave a small nod.

"We might not be able to control our family circumstances, but we can at least be here for each other." Val said as she stretched out a hand.

"Yeah...I guess you’re right." Said Roxanne.

"Now are you still going to shower or can we walk back already?" Asked Val.

Roxanne looked down at her toweled form, definitely forgetting she was basically naked, and blushed.

"Yeah we can walk back just give me a sec to get dressed, shoo shoo."

Val smiled and walked out of the bathroom. She stood in the hall next to the door with her arms folded.

After a few minutes the door creaked open and out stepped Roxanne who’s face was twisted with dread.

Val eyed her suspiciously, before asking "What’s the matter?"

Roxanne ran a hand through her illustrious hair in a nervous gesture.

"It’s D, I know he’s just going to lord this over me and tease me about it."

Val’s mouth smirked up on one side as she said, "That’s what you’re worried about? I don’t think anyone is going to tease you, not even D."

Roxanne let out a stifled breath, she obviously wasn’t as sure as her friend.

They continued walking slowly back down the red and black clad hallway towards D’s room till they reached the door. It’d only been twenty or so minutes but it had felt like eternity since they’d been back here.

Val reached out to grab the door handle but before she did she looked back to Roxanne and gave her a slight nod.

Roxanne nodded back and Val opened the door.

Inside the room Nashoba, Max, and Scarlet were all huddled around D on his bed. All of them had smiles on their faces whilst D held up his V-band and showed them what looked to be a compilation of funny internet videos.

Val and Roxanne stepped through the door and the air of the room slightly shifted from merriment to something more sincere. The four on the bed all starred at Roxanne for a moment then Max, Scarlet, and Nashoba’s eyes all shifted to D.

D had been the one designated to apologize to Roxanne when she came back into the room. It wasn’t a role he’d even wanted but he had lost the game of ’not-it’.

D cleared his throat, got up from the bed, and starred at the floor before looking up to Roxanne.

"Hey, we’re uh really sorry for what happened. We shouldn’t have taken the test so lightly and-"

Roxanne raised up a hand cutting him off mid sentence.

"It’s...fine trust me. I overreacted and I shouldn’t have ran off like that."

The pair stood in silence for a second.

"So...we cool?" D asked while giving his best attempt at a smile.

Roxanne gave a half hearted smile back and nodded as she said, "We’re cool."

There was a collective sigh of relief from everyone in the room and the air in the room seemed to return to normal.

"Alright if everything is settled here I guess I’ll be off, we’re still set to go to R&D tomorrow right?" Nashoba asked to everyone in the room but especially Roxanne.

Everyone nodded in agreement or didn’t protest the decision.

"I guess I should be off too." Scarlet said as she stood from D’s bed and dusted off her long black and red pleated skirt.

"Yeah big day tomorrow for all of us I guess," Val said in agreement.

"Wait where even is the R&D department? Is it on the map?" D asked.

Nashoba was already halfway through the door as he said, "Yeah it’s on your guy’s maps, it’s on the other side of the clock tower from here."

Val and Scarlet followed him through the door into the hallway. Val gave a wave goodbye and Scarlet looked at D as she walked out. It was a wary yet kind look.

As she stepped through the door she closed the door behind her and it closed shut with a click.

D hopped back onto his bed as Max and Roxanne got back into their own spaces. A solemn silence hung in the air for a few moments as none of them said a word. D felt as if a pit would open up beneath him and swallow him whole.

Finally Max spoke up breaking the silence.

"So...what are we thinking of asking for tomorrow? Any ideas?"

"Of course, every villain needs her tools." Roxanne beamed

Before D could give an answer Roxanne quickly began rummaging through her desk and pulled out a notebook with the title ’Super Villain Ideas’ scribbled on it in pink marker.

She held up the notebook in a proud way. D and Max looked in awe at her display of pride.

"You have your stuff written down? That’s so smart, why didn’t I think of that." Max said with a hand to his forehead.

"All I’ve got is some ideas me and my mom had thought up when I was a kid to compliment my powers." Max said.

"Well at least you’ve got some ideas. I don’t know what I’m planning to ask for, I’ve never really thought about something like this before." D said as he crossed his arms.

Roxanne and Max looked at each other for a moment, then back to D, and then both smiled.

"Uh, why are you both looking at me like that?" D asked with an uncomfortable look on his face.

Max sat up in his bed as he said, "because you are in luck. You just so happen to be friends with two villainous masterminds who can help you come up with the best gear ever!"

Roxanne chuckled, "I don’t know about all that, but we should definitely be able to at least help you come up with an idea of what you would like."

D put a hand to his chin in thought.

"What I would like eh? Hmmm. Well for starters I want to hear what you guys have planned."

At that request Roxanne did something D never thought she’d do in a million years, she actually sat on his bed next to him and began flipping through her notebook.

Max soon followed, sitting on the other side of him, peering around D to see what Roxanne had inside her book.

Finally she stopped flipping on a page with a large ornate drawing of herself adorned in some sort of super suit. The suit looked akin to one of her ornate dresses along with a high tech mask and scissors around its waist.

She had an almost joyous amount of glee in her voice as she said, "This is the suit I designed for myself, though I never thought it’d be this early that I’d be getting to have it made."

"Woahhh..." Both the boys said in unison.

D found himself truly in awe at the design and he felt a small spark of adoration for Roxanne’s skills.

"What does this part mean?" Max asked as he pointed to a description box that said ’Thread Reserve’.

"Its a large spindle of high caliber threads for me to control, my power lets me conjure threads but also control them as well."

Roxanne put up two fingers and a red glowing thread appeared between them and they slowly collided together.

"Ahh that makes sense, what about the scissors?" D asked.

"For thread cutting and hand to hand combat." She replied with a perceptible amount of pride.

Max let out a whistle and said, "you really thought of everything, my ideas aren’t nearly this cool haha."

Both D and Roxanne looked to Max with blatant curiosity now. A normal person would shrink under such a gaze but Max just kept on smiling.

"Alright then let’s hear your ideas Max." D said as he patted Max on the back.

Max immediately stood from the bed and turned to face both of his friends in excitement.

"Well my ideas have to do with my ability obviously y’know." He stepped over to the side and placed a hand on D’s metal bed frame. The black metal quickly began spreading up his arm till he let go of the frame and his arm returned to normal.

"And my powers great, don’t get me wrong but I always have to be in contact with a material if I want to copy it." He began pacing back and forth as he was talking.

"So the question is, how do I keep in contact with the material but also keep my hands free for maximum damage? Easy!"

He stuck up his hand and made an O shape with his fingers.

"A ring!"

D quirked his head to the side, still not getting what his friend was saying. Roxanne on the other hand had a hand raised in the air as if she was in the middle of a classroom lecture.

Max points to her and she answers.

"So you’d have rings of different materials for different situations?"

Max nodded and continued.

"Yes, exactly! Beyond that though I haven’t put much thought into what I’d want my suit to look like or any specific weapons. I kinda prefer to just use my fists."

He began shadowboxing in the center of the room for a small demonstration before stopping.

"So what do you guys think?" Max asked, a twinge of nervousness in his usually strong voice.

"I think it’s really cool and you should be proud." Roxanne said closing her book and standing up from D’s bed.

"Yeah I think both of you have really good ideas and I think I’ve figured out what I want to come up with to augment my powers!" D said as his foot tapped excitedly on the floor.

"Really? That was fast, what is it?" Max asked.

D threw both his arms out in front of himself "Okay so..."