Bion sprang into action. Gears, cogs, and mechanisms erupted from his body, engulfing his entire body. From his shadowy bell to the tips of his tentacles, the creature had transformed into a mechanical monstrosity in the shape of a jellyfish. A dark visor slid over his eyes—not that it hid his not-so-subtle glances at Uchronia. The whole class knew where his true focus lay.

Darkness seeped into the gears, dying them a black so dark you'd think he was part squid. Alwin already knew what Bion was trying to do. Bion lunged at Alwin with a Dark Tackle. And just like their first fight, Alwin let his instincts take over. It allowed him to dodge out of the way of the attack. However, there was one unfortunate downside. A high-pitched shriek escaped his mouth, as Alwin rolled out of the way of the incoming mechanical jellyfish.

"How did you not evolve into a scaredy-cat?" Bion taunted.

"Well, how did you not evolve into a monkey with all the shit you throw out?"

"Hey, I take offense to that statement," shouted out Flintlock the Powder Chimp.

"Sorry," said Alwin.

Unlike the first fight, Alwin didn't have Gus to fight his battles for him. But there were more differences between now and then. Alwin had grown stronger, a lot stronger. He even had a rough idea of how to utilize his Core Skill. Would the Devolution Counter be of any use in this context? Not in the slightest, but Alwin was merely listing out differences, so he had to be thorough. This was definitely not him grasping at straws.

Bion launched out more Dark Tackles, while Alwin launched out more ear-piercing screams as he rolled out of the way. Curse you instinctual need to scream out in fear just to fuel a comedic moment!

"Looks like you need new glasses, you can't even hit me."

"If all you can do is dodge, no wonder your squad nearly died."

"Buzz off!" shouted Uchronia. "You don't even know what happened!"

"Couldn't have said it better myself."

Alwin actually couldn't. He had dedicated most of the resources in his mind to finding a way to defeat Bion. Currently, there were two ideas: overwhelm him with different flavors of blasts—how original—or make use of Bion's natural enemy.

"Quick, Tess. Unleash all of your primal and carnal instincts. Go and get Bion!" shouted.

The whole class stared at Alwin wondering what the flippity frick was he doing. Their eyes narrowed as they looked at him, mouths twitching as they tried their hardest to comprehend what Alwin was doing. Even Bion paused mid-attack, jellyfish cap tilted to the side. The darkness that soaked his gears rescinded, revealing the silvery-iron gears that coated his visage.

Alwin looked at Tess, then Bion, then back to Tess. Using his head he gestured Tess to go after Bion, even going so far as to pump his eyes up and down, which was the best he could do since he still lacked eyebrows.

"What are you talking about!" Tess shouted, finally breaking the silence.

"You're a turtle and he's a jellyfish. So that makes you his natural predator."

"That's what you mean? First of all, it's demeaning to call us a bunch of animals, and second of all, do you even know what carnal means?" shouted Tess."

"It means... same as primal?" asked Alwin.

"We have a library, go search it up. I was rooting for you but now I can't believe you're as disgusting as Bion."

"I am?"

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"Now lassies, let's not get our knickers in a twist. And Alwin, wash that mouth of yours and get back to throwing down," said Flintlock.

Plan number two failed and it looked like Alwin might have to default to showering Bion in blasts. No! Alwin swore that he would come up with something better. If not, that scene where he insulted Lapis for coming up with the same plan would mean nothing. Alwin had to think of something. But when the stakes don't involve life or death, formulating a plan becomes a lot harder. Stupid brain, why did you have to do Alwin dirty like that?

As he stared down Bion, an idea sparked. It would be a three-phase plan.

Phase one: overwhelm Bion with an assortment of blasts.

Phase two: Come up with a plan while overwhelming Bion with an assortment of blasts.

Phase three: Defeat Bion using the plan from phase two.

Was it a good plan? Not in the slightest. Was it better than any of the previous plans he had concocted? Maybe. At least it was more detailed than anything he had cooked up before, which should account for something. What did it account for? No idea. Alwin was definitely not spewing out a load of nonsense in order to cope with the realization that maybe planning wasn't in his blood. Do slimes even have blood?

"I think he's having a stroke," someone whispered.

Crap. Alwin's multitasking abilities had failed him yet again. While he had diverted most of his brainpower to come up with a plan, with just enough in reserve to monitor Bion for any incoming attacks, he had failed to account for his subconscious need to scrunch his face about as he dived into his thoughts searching for buried answers. Even Bion was just standing unsure of what to make of this situation—probably. Again, Alwin didn't have mind-reading capabilities. For all Alwin knew, Bion could be thinking about pie.

A sudden stinging sensation crept up on Alwin like vines ascending a building. Except that these vines hurt. A lot. The stinging sensation took a sharp turn from a tickling ache to a bone-splitting pain as it continued to creep up along his body, coiling around him.

Looking down, Alwin realized that they were in fact not vines, neither were they his backup idea of snakes strangling his body. They were instead tentacles in a layer of gears so black it was as if the night sky were painted onto them.

But Bion was all the way over there and Alwin was all the way over here. Looking down even further Alwin realized where those tentacles had snaked over from. It was from Bion obviously. His shadow had stretched across the ground, further than any shadow in the room, until they made contact with Alwin's. From there his tentacles sunk into the shadows only to reemerge next to Alwin. They tightened themselves around Alwin's body, sending jolts of pain through him.

Alwin screamed—he couldn't help it, the pain was too great—as he was lifted into the air by the mechanical tentacles. The pressure kept on increasing with every second that passed by.

"How do you like my new skill: Shadow Tentacles."

"Very painful!" Alwin yelled out.

Yes, this was the life-or-death situation he needed to come up with an ingenious plan. Not like he was going to actually die. This was far worse—it meant the death of his reputation!

Phase one, commence!

Within his Core Alwin started his usual preparation of creating paper mache Spirit Blasts and drying them in the oven. It was a painfully slow process. Okay, it was mostly painful. Crafting out spells tends to be painful when you're currently being strangled to death by a bundle of mechanical tentacles that had sprouted from the shadows.

Blue orbs manifested in front of Alwin, only to be launched out towards his torturer—Bion. There was a fatal flaw in that Shadow Jellyfish's plan. Because Bion had lifted Alwin high up into the air, he had actually given him an advantage. The advantage of the high ground!

Spirit Blasts, Spirit Scatter Blasts, and Spirit Burst Blasts rained down on Bion. The real kicker? Not even Alwin knew which was which. There wasn't enough brainpower to remember which blast he was currently crafting. His mind was on autopilot. At that point in time there was only go. No calculations, no plans. There was only, ‘make everything and anything.’

The multiple blue orbs all looked the same as they flew downwards. Some shattered revealing multiple tinier Spirit Blasts within, while some exploded as they made contact with Bion's gears, the other viable blasts simply impacted Bion. Turns out that when you're so focused on producing, quality follows gravity and goes downwards.

Some of the unluckier Spirit Blasts that failed to meet production quality but still got shipped out anyway, experienced disastrous ends. They fell apart mid-transit. Now some might wonder wasn't that the whole point of his Spirit Scatter Blast, and for those who thought of that, Alwin would gladly give you a medal—once he finds a way to break the metaphysical wall that separates him from you. Unfortunately, the tiny Spirit Blasts fell apart as well. All that wasted mana. Oh, the horrors! This was totally not Alwin being overdramatic.

Spirit Blasts, tiny Spirit Blasts, and showers of mana struck Bion's and his mechanical gear armor. They merely bounced off the hard metal only to disappear into particles once they accomplished their goal. This was not working, all Alwin was doing was wasting mana, and proving that Bion was indeed stronger than him. Where was that easily manipulatable Gus when he needed him? There had to be a way to strip Bion.