Disclaimer: I do not own BNHA.

I don't know if this has been done before, but this is my take on a villainous Ochaco. Don't get me wrong, she is one of my favorite characters in BNHA.

This fic will contain manga spoilers, beware. Go read the manga and support the mangaka!

Enjoy!

Twin doors of solid steel were flung open roughly with a wave of the man's hand as he rushed into the abandoned warehouse frantically, a small child cradled in his muscular arms. Outside the building revving engines and yells could be heard as people began surrounding the building, arriving by the truckload.

Grunting in apparent pain, the man held his daughter with one hand while the other stretched out, fingers writhing with an unseen force to wrench the doors shut, pieces of scrap metal crashing into the entrance in a barrage of noise to form a barricade. Deep down he knew that flimsy barrier wouldn't stop them. Wouldn't stop him.

"Shhh… it's gonna be okay." He reassured the softly crying child. "Daddy's here. Everything is going to be just fine."

"Y-you're hurt." Four-year-old Uraraka Ochaco whimpered, fear in her eyes as she glanced at the wound on his chest. His once green dress shirt was beginning to stain with red, the wet fabric glistening in the dim light. "There's b-b-blood."

"No, no, I'm alright." The man smiled in an attempt to make her feel better. "It's just a little cut, nothing serious." It was serious. He had to cauterize the deep wound earlier to stop the bleeding. They had attacked him in broad daylight, having finally tracked down his true identity after all these years. He'd manage to neutralize at least four of them but not before taking a slash to the chest courtesy of a blade user. They had to permission to use lethal weaponry now; it only confirmed his fears that a kill order had been placed on his head.

The question was; did the same order extend to his little girl? Rumors and whispers from the underground caused him to fear for the fate of his daughter. The children of defeated villains had simply disappeared, whisked away to God-knows-where after the arrests of their parents. Nobody knew, and nobody cared either. There was even talk of kids being taken in by the Government for unethical projects- experimentation on their Quirks. The man shook his head angrily, clearing his thoughts. No way was he going to let that happen to his baby. He had rushed straight home to pick her up after the attempt on his life, trying to escape the city until they started tracking him again with their locator Quirk user. Deep down he feared for the fate of his child, wondering what would happen to her if he was defeated. It was all his fault that things had become like this. If only he'd been thinking ahead when he was younger.

If only he hadn't been a villain.

The girl sniffed, burying her face into his chest. Just as he was about to say something a new noise added to the cacophony outside, the chopping sound of helicopters roaring through the air. Air support, he realized. They were going all out this time... a sudden thought caused him to pause. They didn't know that she was here with him. He didn't have any choice but to bring her with him- there was no way he was going to die without seeing his daughter one last time.

Brilliant floodlights shone through the warehouse windows, the helicopters outside beginning to circle around the building as they probed for weak points. He cursed internally, knowing that they were trapped as long as those birds were in the air. The star of the show was almost here too, he'd have no choice but face him head on.

Hesitating, he gently lifted the girl's head, looking into her eyes. She had his eyes, but her mother's features. She looked so much like her that it felt like he was losing her all over again.

"Listen, Ochaco. Daddy's gonna put you in a cocoon. Like that cartoon about the caterpillar turning into a butterfly. It's gonna keep you nice and safe, alright?"

"S-safe from what?" She asked, her lip trembling slightly.

"Everything." The man shook his head sadly, eyes closed to hide his frustration. To him, this was the safest option he could think of. Any minute now the police choppers outside would open fire or some hero would start to bombard the building. There was no way he was going to risk her safety. "Look, sweetheart. Daddy… did a lot of things when he was younger. Bad... things."

For a moment, his gaze seemed to look right past her, eyes unfocused as memories began to resurface. This was his punishment for all his crimes. The weight of his sin seemed to rush back into reality, clawing from the depths of his mind and reminding him who he truly was.

"Bad t-things?" Ochaco whispered in disbelief. "You'd never do anything bad! You're the nicest daddy in the world!"

"I did, sweetie." He rubbed the top of her head affectionately. "And now the good guys are coming to take me away."

"Take you away?" She repeated blankly, before gasping and hugging him tightly. "No! They're not good if they take you away!"

"Come out with your hands up- We have the building surrounded!" The tiny girl flinched as a loud electronic voice boomed from somewhere above the building. The man narrowed his eyes in thought- They were getting cocky outside… he's almost here. Wailing sirens and the thumping of boots could be heard as the men outside started to get into position. Time was running out.

"Ochaco, my dear, sweet child." He returned her tight hug, kissing her forehead gently. She could feel the fuzz on his chin prickling at her face. "Daddy has to go now. But whatever happens, know that I'll always love you."

"No! Don't go!" She wailed, clutching at his shirt with her tiny, shaking hands. Large tears were rolling down her rosy cheeks as she bawled uncontrollably. "First Mommy, now you?! Don't leave me!"

He gently peeled her off him, summoning large pieces of metal from around the warehouse. He combined the pieces, layer after layer of of metal warping and twisting to form a thick, solid protective shell. Naturally, he'd left her a few air holes to breathe out of. It wasn't over-protection; the upcoming fight would most likely destroy the entire building if they fought here. He needed to get the attackers away from here.

Ochaco struggled and flailed as he slowly placed her in the cocoon with his strong but trembling hands. "No, no, no! Don't go!" He ignored her cries even as he himself started to tear. He didn't want her to see this. Didn't want her to see him fight, to turn back into that monster.

"I'm so sorry, Ochaco. Daddy loves you."

"Daddy!"

The shell sealed itself shut, leaving only minuscule vital gaps to let air through. He'd built the cocoon in a way that it could be easily unlocked by removing a few pieces, but nearly impervious to brute force. He was sure that her rescuer would figure it out easily, if it truly was that hero who was coming to face him. Her muffled cries and small fists thumping uselessly against the metal broke his heart, but he kept walking forward, looking back one final time-

The barricade he'd built earlier exploded inwards, sending fragments flying everywhere at tremendous speeds. The fragments seemed to curve around the man as they got near, spiraling off into the walls and ceiling instead of smashing into him. A few fragments pinged off the metal cocoon, bouncing off harmlessly.

Standing in the ruins of the warehouse entrance was a figure clad in magnificent red, his cape billowing out behind him majestically. Behind him dozens of police officers stood poised to fire, weapons at the ready.

The hero did not wear the trademark grin on his face that he often presented to the crowd. He wasn't smiling, his lips forming a thin line across his face.

"Magnus." There as no cheer in his voice, only a cold and flat statement.

"All Might." Magnus greeted, nodding. He said the hero's name with the voice of a dead man, empty and cold. So the symbol of peace was to be was his executioner. How ironic.

The two men stared at each other as the police officers kept well back, unwilling to risk getting caught in the crossfire. The cocking of weapons could be heard as every officer prepared to fire, sights trained on the villain. A heavy plasma cannon mounted on a police truck swung around to face him, a high-pitched whine filling the air.

"So this is it, huh? They've finally found me and initiated a kill order." The smaller man sighed, shrugging. "And here I was thinking I'd live the rest of my life in peace."

"You're too dangerous." All Might stated. His arms were folded, his tone resigned as he looked down at his adversary. "I wish there was another way, but there isn't. I'm sorry."

"Don't be." Magnus pulled out a cigarette from his mouth and lighted it, puffing away. One last smoke. "Even if you didn't take me down, I'm certain many others would gladly do it in your place. I'd rather go down fighting the Amazing All Might."

"I never wanted to do this. The Council-"

"Spare me the preaching, big guy." Another puff of smoke. "Who knows, maybe your precious Council will learn from this and build a super-secure prison to house Class-S villains instead of outright killing them."

"…Learn from what?" The hero raised an eyebrow, asking although he already suspected what the answer would be.

"Oh, you know." Magnus flexed his fingers, his hands twitching. "What I'm about to do next."

The moment he finished his sentence four police cars slammed into All Might with blinding speed from every direction, forcing him back and sandwiching the hero between tons of steel before he could even react. The helicopters in the sky whined and warped like wet paper, crashing right on top of the trapped hero and exploding into a brilliant fireball. Ochaco watched from a tiny gap in her metal cocoon, stunned to silence as she watched the flames flow around her Father like a river around a rock.

"Light him up, open fire!"

The staccato burst of automatic weapons discaharging filled the air as every weapon trained on the villain fired, only to have the bullets stop just inches away from his skin. The plasma cannon whined and a bolt of burning blue energy roared from the red-hot barrel of the weapon, causing a conflagration of blue flames that saturated the area where he'd been standing. Ochaco cried out in horror as she watched the blue flames consume her beloved Father.

The officers stopped firing, taking the time to reload their weapons. All Might punched his way out of the wreckage, completely unharmed. They clearly didn't let down their guard and for good reason- Magnus stepped out of the inferno moments later without a scratch, the flames parting before him like a curtain. Around him tiny molten orbs floated in an orbit, the bullets he'd caught earlier melted by the extreme heat of the plasma bolt. The molten metal orbs melded together and shaped themselves into daggers, launching themselves at the stunned police officers before they could even move. Thirty-three bodies dropped to the ground lifelessly, impaled through their foreheads. The daggers targeting All Might simply bounced off him like rubber.

"No!" The hero yelled, too late to save the nearby officers. Ochaco gasped at her Father's ruthlessness and efficiency, unable to believe her own eyes. She was lucky she could only see him from the back; the villain looked absolutely monstrous as he growled at All Might, face twisted in rage.

"You and me, All Might!" Magnus roared and smashed the police truck into the hero, wrenching his hands as the vehicle folded in on itself to trap the hero in a prison of metal. Knowing that it wasn't enough to hold him, wreckage from the helicopters and nearby police cars were quickly added to the humongous pile, the hero's head sticking out as he struggled. "Let's finish what we started!"

With a grunt of exertion he struck, his magnetism punting the hero and his metal prison across the river and into a faraway office building on the other side with a thunderous crash. Ochaco could only watch helplessly as her Father flew off to the city center, adamant on fighting the hero. The shock and rush of emotions overwhelmed her poor childlike mind, causing her to faint even as she called out one final time.

"Da...ddy."

[x]

"It's an absolute disaster, Toshinori." Gran Torino spat, surveying the wrecked coastline. "Millions of dollars worth of property damage. I'm more impressed that nobody got killed in the chaos."

The fight had lasted two whole hours, absolutely devastating the city's trading ports and coastline. The factory districts were also ruined beyond recognition, hundreds of tons of metal having been ripped out from those areas in Magnus' last stand against the hero. There was no final grandiose speech, no resolution to their problems. Just two men fighting like rabid animals until one proved victorious.

"His objective wasn't to hurt people, Sensei." They were back at the warehouse, having been informed that the police had found something that Magnus had left behind, an impervious metal cocoon of sorts. A Bomb Disposal Team stood some distance away as a man suited in heavy ballistic armor prodded at the object experimentally, various devices and instruments in his hands. "He just wanted to go down swinging."

"He certainly did a number on you." The older hero coughed, a sad reminder of how old he was getting. "That bit with the floating stadium? I didn't even know he was strong enough to do that. And don't get me started on the part where he threw a ship at you."

"We all suspected he was holding back but never to this degree..." The pro hero hummed, deep in thought. "Also, I've proposed the idea of a prison made especially for dangerous villains to the Council in my report."

"Wasn't that his idea?" Gran Torino asked incredulously. "You're gonna take the suggestion of a villain?"

"We can't keep going on like this, sensei. We're supposed to be heroes." All Might sighed, walking back into the warehouse. "Heroes don't kill."

"Oh, that's real reassuring." His former teacher grumbled, arms folded. "I hope won't have the same attitude when it comes to you-know-who."

"I'll cross that bridge when I come to it. Also, that's a rather unfair comparison."

"Unfair? That Magnetic maniac caused a Civil War in another country! Why'd you think they approved the kill order in the first place?!"

"I'm just saying it's not right for Heroes to kill." All Might argued, much to the chagrin of his mentor.

"We do what we must for the greater good." Gran Torino retorted, refusing to look him in the eye. "Sometimes you gotta break a few eggs to make an omelet."

All Might promptly sighed at his master's reasoning, opting to head towards the strange cocoon. He felt that it just wasn't right for heroes to kill. Heroes were supposed to be selfless icons of hope and justice. In his heart, Toshinori felt conflicted as his Sensei's teachings flowed into his ears despite doing his best not to listen. For the greater good.

Sighing, he motioned to the armored policeman. "What've we got?"

"Sir." The defusal expert nodded at him, rapping on the surface with his knuckles. "It's not a bomb, that's for sure. The shell's at least twenty centimeters thick, like it was made to protect something."

Protect something?

The hero's eyes widened, placing his hands over the cocoon as he examined it closer. It was subtle, but definitely there. Strategically placed weak points that would allow the cocoon to split open easily if someone had pried away at the correct spots. Someone with super-strength, he realized. Magnus had made this thing hoping that he would open it.

It can't be. No, no, no, you dumb bastard.

Gingerly, he slowly removed the specific parts, resulting the cocoon splitting right down the middle to reveal it's contents. Soft breathing emanated from within the construct, confirming his fears.

A small girl around the age of four lay within, unconscious. Her tear-stained cheeks said all that was needed to be said as she mumbled in her sleep, calling out for her father. All Might paled as he realized what he was looking at.

"Oh no."

[x]

The girl had no living family members so she was sent to foster homes in another city, but none truly accepted her. They had heard the rumors of her parentage in her old city and treated her with a mix of fear and revulsion, unable to see her a normal child. To them, she was the child of a villain.

All Might tried intervening by visiting the girl once in a while but every time he came she'd run away in terror, hiding behind the nearest object. He felt his heart sink as she stared at him from the chair she hid behind with wide, frightened eyes. To her, he was the man who took her Father away. And the way she looked at him… the fear in her eyes was almost pitiable, but when he looked a little closer he could see something else reflected in that terrified gaze. Hate.

Slowly but surely, his visits to the orphan girl stopped as time passed. All Might was a busy hero and he had people to save, villains to fight. A single girl was beneath the concern of the number one hero when thousands of other people depended on him daily. Eventually, the memory of the little orphan girl faded from his mind with the emergence of new villains everyday. All Might had forgotten her.

But she never forgot him. Nor did she forgive him. Uraraka Ochaco ran away from her foster home at the age of six, unable to cope with the physical, verbal and mental abuse from her foster families. Two years of being tossed around from hellhole to hellhole, still nobody wanted to take care of her. They didn't even choose to adopt her- this was an experimental Council-funded program designed to help 'rehabilitate' the children of villainous parents who lost custody of their kids. On paper it sounded like a good idea but the cruel reality was that the participating families were only in it for the money.

To them, she was a nuisance, a burden, a defective cog in the machine. Even the Council could not care less for the child of a villain. All it took was one bad day for her to snap, despair and hopelessness overwhelming her immature mind. She had broken a single plate that day while doing the dishes, resulting in another vicious beating, scolding and punishments from her 'new' foster parents, her third pair in two years.

It was too much for her, a confused and lonely child with no one to rely on. She'd rather be homeless than be abused like that ever again. So she ran. She ran as far as her little legs could take her, pocketing all the money she could find around the house, a truly insignificant amount as it ran out after two weeks even with her careful spending.

For awhile she survived on scraps while living in the slums of the city, stealing food and wallets wherever she went with her Quirk; Zero Gravity. Her Quirk made pickpocketing people slightly easier as she only had to tap a corner of their wallets to affect it. Sometimes people caught her floating the wallets right out of their pockets and gave chase angrily, at times like those she either ran or used her Quirk to float herself away to a higher spot where they couldn't reach or find her.

One day while she was munching on some stolen rice balls by the riverside someone odd approached her. A homeless old lady came into view, hobbling over to sit down beside her on the riverbank. She'd noticed the child, a girl on closer inspection, dressed in an oversized coat, watching the sun set as she ate. Naturally, she became concerned for the child for staying out so late.

"What are you doing here, kid?" She rasped, her wrinkled face frowning in confusion as she watched the girl with an observant eye.

"Eating." Ochaco replied, still munching away.

"No, I mean, what are you doing here." The old lady reiterated, still puzzled. "Where are your parents?"

"They're..." The girl stopped and sniffled, sadness emanating from her aura. "...gone. Mommy left long ago and Daddy got killed by All Might."

"Killed?"

Poor child, she thought. She must be one of those runaways from the Villain child rehabilitation program- word was getting out on the streets that the entire project was a complete and utter failure. Dozens of people had been sent to court and jailed, pandemonium in the courtrooms and prisons as the truth finally came out thanks to a group of dedicated investigators. A countrywide scandal, with people crying out at the injustice of how those poor kids had been treated.

"That's what the newspapers say." Another loud sniff. She happened to come across a newspaper bearing the article detailing her Father's death a year ago in one of her foster homes. She had cried for three days upon reading it. "But they got the date wrong... Daddy was taken away two years ago. They only reported it last year."

A Council cover-up, huh. The old lady shook her head, pitying the child. There was no way she was going to survive out on the streets like this, not for long anyway. If she didn't help the girl would end up either dying in a ditch or sold away to an even worse fate. The reason she'd avoided trouble was probably because of the dirt and the way she dressed in those oversized clothes- it made her look more like a boy than a girl. Sighing, the woman grit her teeth and made her choice to help the homeless girl.

"Would you like to come with this old lady? I can teach you how to survive out here."

So it was that Ochaco the orphan came to live with old lady Hanami in her little tent. Hanami was nice person, but was slowly losing her higher cognitive functions due to dementia. She had even taught the youngling proper pickpocketing techniques and how to keep herself warm by stuffing newspapers between layers of clothing she wore. Ochaco lived with the strange old lady in her makeshift tent for almost six months.

Much to her confusion and sadness, Old Lady Hanami simply disappeared one day seemingly out of the blue... the only keepsake she left to the child was a small silver necklace. She'd waited for an entire month before realizing her only friend was truly gone for good. It seemed that people she treasured were always leaving her. After the realization she'd spent weeks crying herself to sleep, alone and cold again once more.

Ochaco continued to live in the old lady's makeshift tent under the bridge near the river for another three months, wrapped in clothes she'd scavenged from nearby neighborhood houses. People living in the area often cared little for her; many chose to ignore the small, dirty-looking child. That was just the kind of place it was. It was every man for himself here; they couldn't afford to spare the time or energy to care for her. Little orphan Ochaco survived by stealing and scheming, sometimes even relying on the kindness of strangers as they dropped spare change into her tiny, grimy palms. Her Quirk allowed her to float into open windows at night and steal food and fresh water from apartments whenever she really needed to. Ultimately she decided not to take too much money from her victims since she remembered that money was important to them too, a lesson taught by her Father.

There was one other incident that was ingrained in her head, another moment where she encountered a small bit of kindness from a complete stranger. She'd been doing the same thing as always, levitating herself to reach into open windows to scavenge for food. So far she'd never gotten caught... until now. Then one night she'd been careless since she was so hungry- some people in her local area had discovered something was stealing their food while they slept, leading them to lock their windows at night. She could always steal from the higher leveled apartments but found the long distance to the ground too terrifying to traverse.

In the end Ochaco traveled further into the city than ever before, finally finding a small apartment with an open kitchen window. Careful not to make any noise, she floated over to the dinner table and stole some bread, storing it in a scavenged backpack she'd found in the trash. As she began to eat some while searching for more food a clattering noise behind her caused her to flinch, whirling around to find someone looking straight at her. A boy around her age stared wordlessly, mouth agape in wonder as she floated a meter off the ground, his All Might action figure forgotten on the kitchen floor. She stared right back, the piece of bread still held tightly in her mouth.

For a moment both kids stood still in stunned silence until Ochaco began panicking, a hand on the window frame as she prepared to fling herself out. The piece of bread in her mouth dropped to the floor, abandoned in her hasty attempt to run, or in this case, float away.

"W-wait!" The boy exclaimed softly, halting her escape plan.

She look back nervously, unsure. The curly haired boy now held a sandwich in each hand, retrieved from the nearby fridge. Ochaco hesitated before floating back down onto the ground, standing before him in the dark kitchen so that she could receive his kind offer. She slowly took one with both hands, nibbling away greedily. It was delicious.

He watched her eat curiously, having never seen someone this hungry before. Her unkempt, messy brown hair and crumpled, oversized clothes clued him in that she was homeless. A pang of pity resounded in his heart as he saw her gobble up the last remnants of the sandwich, so happy at such a simple thing. The girl licked her fingers after finishing and bowed, giving him a warm smile full of gratitude. Right at that moment, the boy decided he would try to help her- after all, it's a Hero's job to help those in need.

"I-I'm Midoriya I-Izuku." He introduced himself shyly, stumbling over his words. "What's your name?"

Now that she was this close to him she could see the freckles on his face, along with a slight tinge of redness on his cheeks. Just as she was about to reply, a female voice called out from the living room.

"Izuku, is that you in the kitchen? What are you doing in there?"

Both kids panicked immediately, Ochaco already starting to float off the ground.

"Quick, run!" Izuku whispered urgently, shoving the other sandwich into her hands. She nodded vigorously and gave him a quick smooch on the cheek to show her thanks, reluctantly floating out the window just in time.

Midoriya Inko flicked on the lights and looked around the kitchen sleepily, finding her son staring out the window with wide eyes.

"Izuku, what are you doing? Did you have a bad dream again?" She yawned, checking to see if he was alright. She suddenly noticed his entire face was red and warm to the touch, causing her to become fully awake and alert. "Goodness, you're burning up! Come on, I'm bringing you to the hospital!"

"Eh?" Izuku replied dumbly, still blushing and replaying the incident in his mind. The strange girl had kissed him!

"Oh dear, it's worst than I thought! Hang on, Izuku!" His mother cried out with worry, snatching her car keys off the table frantically.

[x]

Ochako had tried to find the kind boy once again but failed, having stumbled upon his apartment by chance in the first place. As expected of a child, she wasn't very good with directions. She'd only managed to find her way back to her little tent because the bridge she lived under was a humongous landmark- all she had to do was levitate herself to a sufficient height and she'd be able to see it easily from any direction.

She would never forget Midoriya Izuku and his kindness, promising herself she'd repay him when she got older. Older, huh. She wondered how long she could keep living like this. Sadly, she resigned herself to stealing from random apartments again, raiding them for supplies when needed. Frankly it was quite impressive that no one had even caught her yet, a fact that she attributed to heroes having bigger problems to deal with. Scoffing to herself, she kicked an empty can lightly in frustration. That was it, wasn't it? Heroes always had bigger problems to deal with. Nobody cared for a weakling like her, nothing but a burden. Sniffling, she kicked the can again. That was part of the reason why she didn't want to go back to the Midoriya household- she would only be a burden to them. Nobody would come to help her... she could see it in peoples eyes when they looked at her. They thought of her as a street rat, dirty and abandoned. Some hero would probably take care of her, they reasoned. Not my problem.

Not my problem.

It was on a particularly cold day when she first saw him. The man without a face. He was sitting in the backseat of a shiny black car that had stopped by the side of the road while waiting for the traffic light to turn green, his car window open. Where his eyes and nose should have been there was only a mass of scar tissue, brown and lumpy flesh crisscrossing across his skin. A tube stuck out near the right side of his jaw, completing the grotesque image like a monster from a horror movie. He had no eyes so that meant he couldn't see her stealing, right?

She decided to ignore him as she continued to creep up on the inattentive phone-addicted customer at the roadside stall, tiptoeing forward and slowly dipping her fingertip into his half-finished bowl of Ramen without him noticing. She then used her Quirk on the liquid, levitating the glob of soup stealthily into the air as she shaped and guided it towards her waiting mouth, gulping down the stolen dinner hungrily.

Unbeknownst to her, the villainous mastermind All For One watched the little thief with mild amusement, having spotted her theft with his unknown form of vision and somehow able to see her without the use of his actual eyes. He observed and marveled at her fine control of her Quirk at such a young age, an innate understanding of how her power functioned that could only come from hard-earned experience.

Ochaco froze mid-slurp, having finally noticed that the disfigured man was staring at her. She shuffled from side to side with a few quick movements, testing to see if his head tracked her movement. To her increasing terror, his eerie gaze locked onto her like a heat-seeking missile. For a moment they stared at one another, neither of them moving until All For One smiled, a truly horrifying sight to a child to behold. The girl squeaked in fright, darting away into a nearby alley as she made her escape from the villain.

"Giran..."

"Yeah?" The driver of the car answered, turning back to face his boss.

"I think I've found something… interesting."

[x]

The very next morning, Ochaco scouted around the area for more things to steal and eat. She had wanted to take a morning bath in the river earlier but the weather simply didn't allow it, the temperature having dropped drastically as the Winter season began rolling in. The oversized grey coat that hung around her skinny frame shook slightly as she shivered from the cold, sneezing. The coat was adult-size, the long sleeves completely covering her hands as she fumbled with her also stolen scarf, sneezing again.

A growl from her stomach caught her attention, prompting her to rub her belly and feel her bony ribs under the thick layers of fabric. She must be wearing at least two layers of clothing, she thought as she trudged along the alley. She'd been so scared by the strange faceless man yesterday that she'd run away without finishing her dinner, leaving her hungry and weak.

Ochaco groaned as she finally made her way to the roadside stall, only to find it closed today for some inexplicable reason. She usually bought food from convenience stores if she had money but had happened to pickpocket a nice, fat wallet from a salaryman last night, hoping to buy some breakfast from the same stall since the soup yesterday had been so warm and delicious. Where was she to go for breakfast now? The girl sniffled as she settled herself down, leaning against a nearby wall. She decided to wait and hope, perhaps the shop owner was running late today. Offhandedly, she wondered if he would even sell food to a dirty little thing like her.

The girl began to doze off, the weather making her feel sleepy. She couldn't help it, she was just so cold, and tired, and hungry...

The revving of a car's engine startled her, her body jolting awake as she looked for the source of the disturbance. Right in front of her was the same black car she'd seen yesterday, the one that the faceless man was sitting in. Panicking, she started to get up to run away as the windows rolled down, revealing the faceless man looking right at her.

Ochaco stopped, terrified. A primal part of her brain told her the man was dangerous and that she should run away as far and fast as possible. That was just what she was about to do until the man extended his arm out slowly, a small wrapped object nestled neatly in his palm. He was… giving it to her? She dared not approach, fearing a trap until the man unwrapped the package partially, revealing it's contents.

A delicious smell permeated the air between them as Ochaco finally realized what he was trying to give to her- a cheeseburger, fresh from the grill. He beckoned her to come closer, waving the burger from side to side.

"I don't think this is a good idea, Boss." A bespectacled man grunted from the driver's seat.

"I know I'm not very good around children... but it never hurts to try, Giran."

Ochaco inched forward cautiously as she sniffed the air, ignoring the conversation between the man and his driver. Daddy told her never to accept things from strangers but she was just so hungry- she couldn't even remember the last time she ate a burger. She finally stood before the man's outstretched arm, eying the food item from multiple angles carefully.

"Here... take it." All For One rumbled with his deep voice. "Go on, Child. I'm not going to hurt you."

Looking like she was afraid the meal was going to crumble into dust, Ochaco gingerly reached out with both hands and grasped her newfound breakfast, mouth watering slightly. She took a big bite, an explosion of flavor filling her taste buds. It tasted so good, her eyes started to water. Then she really began to cry as a memory began to resurface; the last time she ate a burger was with her Father.

"Uuu-uuu-uuuuwahhhhhhhh!" The small child burst into tears as both All For One and Giran recoiled in surprise, not expecting such a strange reaction.

"Told you this wasn't a good idea." Giran sighed, pinching the bridge of his nose.

"It was never my intention to make her cry." All For One puzzled, slowly stepping out of the car to his full height. He towered over Ochaco, the girl taking a few steps back in fright while large tears still flowed down her rosy cheeks. "Shhh… it's gonna be okay, little one."

'Shhh… it's gonna be okay, little one.'

For a moment, the starving child remembered the very same phrase her father had uttered on the night they'd been separated. Deep down she knew her father was dead and gone, vanquished by the heroic All Might. But hearing that phrase again with the exact same wording… her starving, deluded, childish mind convinced herself that her father was standing before of her, scarred and disfigured from his battle against All Might.

"Daddy!" She wailed, crashing into one of his legs with a tight hug, clinging on and not letting go even when she felt him raising his leg.

"Child, I am not-" The villainous mastermind was interrupted from a loud snickering from his driver, which evolved into barely contained but muffled laughter as Giran chuckled. All For One never had any children of his own- the only child he'd interacted with lately was Shigaraki, whom he'd picked up a few years ago. Shigaraki had never reacted in such a strange manner, sounding tired and bored most of the time. He sighed, gently coaxing off the girl but to no avail as she held on stubbornly.

She began to cry harder, sobbing into his pant leg and staining it with her tears. Muffled exclamations came from the girl while she buried her face into the fabric, her burger temporarily forgotten as it floated in the air beside her.

"I am not your Father, little girl."

Ochaco looked up at his face, well, what was left of it, large eyes still glimmering wetly.

"Y-y-you're not?" She blinked owlishly, understanding slowly appearing on her features as she released her death grip around his leg. Her mind slowly started to focus, drawing up a mental image for comparison. It was true, the two men had different shapes and sizes... this strange man was much taller and thinner, she remembered her Father being stocky and shorter.

This person wasn't her beloved Father.

"You're… not him. You're not. S-s-sorry, mister." she choked and admitted, looking absolutely miserable as she glanced at him.

Her puppy-like eyes caused him to experience a strange emotion he hadn't felt in years, making him feel like he had to protect this tiny creature. Hmmmmm. He'd already been taking care of one child, so why not another? After all, he sought to rescue her from this hellish life in the first place, just like he'd saved Shigaraki.

"Would you like me to be?"

Wide, expectant eyes looked up at him, before rapidly starting to shimmer with girl's bottom lip trembled uncontrollably until she completely broke down.

"Uuuuuwwwwaaaaaahh!" She started to cry even louder this time, her eyes scrunched shut as wailed miserably. "I-... I-" she whimpered, her legs wobbling.

Behind the villain Giran facepalmed, having just realized that his boss had unconsciously reminded the girl that her real Father was truly gone.

"Oh dear." The girl froze when All For One went down on one knee so that they would be around the same height, looking right into her teary face. No child should ever look that miserable or frightened, he thought to himself. She seemed unsure of where to look, glancing around at the spot where his eyes should be before switching to his mouth, then back to the previous spot. "I meant no offense, little one. My apologies."

It took awhile for her to calm down as they waited patiently, Giran keeping a lookout in case anybody saw them. They certainly looked suspicious, two menacing-looking men talking to a ratty little girl in an oversized coat.

"Ummm… ummm… Daddy told me not to talk to strangers." She finally whispered, taking another bite of the floating burger while backing away slowly.

"I am All For One. Now we aren't strangers, are we?" Ochaco nodded hesitantly while the villain examined her with one of his scanning Quirks. So his hunch was right after all, she was exactly who he suspected her to be. This girl was the daughter of his old accomplice Magnus, reported to be missing almost a year ago. The girl had survived all by herself for so long? That was impressive, to say in the least. Not many kids her age would have been so resourceful.

"I knew your Father." She stopped mid-bite, her attention fully focused on him now. "Uraraka Ayato, also known as Magnus. Magnetic Quirk, worked with him quite a few times in his younger days. If I recall he was rather proficient at his job."

"You knew my Daddy?" Her lip started to tremble, looking as though she was about to cry for a third time.

The villain had always wondered what kind of legacy Magnus would have left behind. He anticipated a cruel individual that would be capable of burning down entire towns without batting an eye, not this… adorable little creature. Back in the day Magnus was infamous for his ruthlessness and charm; he'd even been one of the rare few villains that fought against the previous wielder of One For All multiple times to a standstill. The news of his death were hushed up by Government authorities until almost a year after his death; by then it was a monumental task for the League of Villains to track down his missing daughter. Here they had ultimately succeeded by pure chance; and now here she was before him, dirty and malnourished, but alive.

"He was… an old friend."

All For One rubbed her head gently, attempting to emulate what he'd seen when parents interacted with their kids. Giran secretly took a picture of them while they weren't paying attention. The girl squirmed nervously, feeling his large, rough palm on her scalp. When was the last time someone did that? She couldn't remember either. It felt somewhat nice and familiar.

"So… you're like an uncle?" Ochako asked, resuming her eating as she munched away slowly, savoring her meal.

"Something like that. Would you like to come with me, little one?" All For One placed both his hands on her small shoulders. It pained him to see the child of his old advisor reduced to such a state. Warped and misshapen he was, but he was human after all. Deep within that monstrous exterior a human heart still beat. She deserved better, she deserved to know. "You'll be safe with me. No more running, hiding or stealing."

"No more going to bed h-hungry?" The girl asked quietly, her voice lined with a faint hope.

"No more of that."

She looked at him, then at the burger in her hands before gripping it tightly. This was her one and only chance to find out more about her Father and the life he'd lived before she was born, not to mention the chance to live in a proper home.

"O-okay. But only because you're daddy's friend!"

"Excellent." The Villain stood upright, stepping aside to open the car door for her. "Come along, Child. There's someone I'd like you to meet."

[x]

After a somewhat long journey they eventually reached their destination, a cosy little bar with a warm decor. There was nobody manning the counter, the place empty except for a small figure sitting in the corner facing a television. Noticing the return of his teacher, the figure paused his game and slowly made his way over to them.

Ochako found herself face to face with a boy slightly older than her, his dead-looking gaze boring right into her. She squeaked in fear, bolting behind All For One's legs and peeking out nervously.

"Sensei, who's this girl?"

"Shigaraki Tomura, this is the daughter of a friend and your new playmate. Play nice, you two." The villain lightly nudged the girl hiding behind him, prompting her to introduce herself.

"I-I'm Uraraka Ochaco. Nice to meet you, S-shigaraki-san." She stammered shakily, slightly afraid of the creepy-looking boy.

"Likewise." The boy replied lazily, looking bored as he retreated back to the television in the corner. He was completely uninterested in the new arrival, opting to go back to playing some video games instead. Ochaco couldn't help but feel a bit relieved as she saw him go.

All For One frowned, not expecting that kind of reaction from the boy. He'd thought Shigaraki would outright hate her or at least try to make friends with the girl, not ignore her completely. He'd have to make some adjustments to make sure that the two interacted and grew properly, monitoring their growth.

"U-um." She blinked as Shigaraki went back to his game, looking up at the towering villain before her. "Um, Do I call you Sensei as well?"

"You can think of me as a mentor, Child. Call me whatever you wish."

"O-okay. Sensei it is then."

"Go on." He nudged her again. "Go play with him."

"But he's scary!"

"He only looks that way. He's just being himself." The villain reassured her, Giran watching the entire exchange between the two with interest. "Try to befriend him- consider this your first official task."

"Y-yes, sensei." The girl nervously trotted up to the older boy, settling down beside him and watching him play. After awhile he finally noticed her beside him, turning to face her as she flinched from the sudden attention.

"...Want to play co-op?"

"I, um, don't know what that means."

"It means we can play together." He produced a second controller from the cabinet under the television. "Wanna try?"

"O-okay." She agreed even though not knowing what to do, confusion evident in her expression as she examined all the buttons.

"Don't worry, I'll teach you the basics."

The two men watched the kids, nodding with satisfaction. Just then, a door behind the counter opened and a smoky, intangible-looking man in a snappy vest stepped out.

"Ah- Sensei, Giran, welcome back. I've taken care of-" He paused, noticing that a second child had been added to his beloved bar. "Wha- what is that?"

"That, Kurogiri, is the daughter of our old associate Magnus." Giran explained, chuckling. Kurogiri and Magnus were a sort of frenemies back in the day, always having an argument over the smallest things. Even if they didn't get along with each other they still worked as two of All For One's trusted lieutenants. When Magnus retired early Kurogiri took his spot as advisor.

"Oh... oh dear. She's that guy's offspring?"

Ochaco noticed the new arrival and yelped in surprise. "Woah, a smoke monster!"

"That's Kurogiri." The boy beside her answered. "He's the bartender."

"He looks weird. And spooky."

"...I can see she inherited her Father's bluntness." Kurogiri deadpanned. If he had physical eyes he would be narrowing them right about now.

Planning ahead, All For One began to think about his future schemes. Now he not only had one, but two children to raise into becoming the new leaders. They would make wonderful proteges, but he knew that only one would become his true successor in the end. He idly wondered which one would inherit his legacy, his empire.

Things were about to get interesting.

[x]

Fourteen-year-old Midoriya Izuku stood in front of the entrance to U.A High school, preparing himself for the first step of being a hero. Other students his age strolled past as they too began to make their way into the school, ready to take the infamous entrance exams.

He exhaled nervously, calming himself down. Remember the past ten months! He thought to himself. The training with All Might had been hellish but ultimately worth it as his body changed radically, tough muscle replacing soft and flabby flesh. He even followed the pro hero's instructions and swallowed his hair, accepting the responsibility of being a hero. The real question now was whether he could handle the power of the Quirk passed down to him, One For All.

I'm different now from what I was before. I've got to take the first step… to being a hero!

Izuku stepped forward confidently… and felt his left foot catch onto his right, causing him to trip. He didn't even notice as his body already tilted halfway to the ground at a forty-five degree angle, too preoccupied in his little pep-talk to himself. This is it!

A sudden jerk on his uniform caused him to stop mid-air, much to his confusion. Looking back, he found a girl sporting messy blonde hair buns and a hime cut gripping the collar of his uniform, having stopped his fall and saving him from a world of embarrassment.

"Hmm? Hey, are you all right?" She asked, her yellow eyes surveying him curiously.

"Woooaaahh!" He struggled in her grip, attempting to right himself but to no avail. This girl was stronger than she looked, apparently. She pulled lightly on his collar and set him upright, a cheerful smile on her face.

"Sorry for grabbing you so suddenly. It'd be bad luck if you fell, right?" She clasped her hands together, nodding. "Aren't you nervous?"

"Eh? Uh- Um, er-" Izuku stammered, not sure on how to respond. It was the first time in years since he'd entered a proper conversation with a girl. A really cute one too. He idly noted the oversized cardigan she wore, paired with a classic sailor uniform.

"Let's do our best!" She grinned brightly, unconsciously showcasing her cat-like canine teeth. "See ya!"

With that she went on her way, strolling casually into the school and leaving Izuku standing there dumbstruck.

I talked to a girl!

In reality, he didn't actually say anything.

Woooooooooaaaaaaah!

Thank you for reading, I hoped you liked it.

Author notes:

So this chapter starts out with her villain backstory. Every good villain needs a backstory. Ochaco will appear as a teenage villain in the next chapter.

Magnus is obviously based on/a homage to Magneto.

I wanted to do more with the homeless old lady character but couldn't decide what to do with her. In the original draft she is supposed to be Recovery Girl's older sister. I don't see how that would have added to the story though. Memento Mori, maybe?

Giran appears in both the manga and the anime. He's the shady-looking guy that introduces Dabi and Toga.

I incorporated the lines from the movie IT for All For One's character. Props to those who noticed. Ochaco will float too!

Shigaraki is not a love interest for Ochaco in this fic. They'll just be friends.

The girl who stops Deku from falling flat onto his face is Toga Himiko from the Manga, who also appears in the newest episode at the end. She has literally taken Ochaco's place in U.A!

Ochaco and Toga will still keep their respective personalities. Ochaco will still be the cheerful upbeat girl, Toga will still be the lovable yandere-like girl. Not sure how that will work out but I'll try to make it work. And of course, Ochaco will be in the League of Villains, Toga will be in Class 1-A.

As always, follow or fav if you like it. If you didn't, my sincere apologies.

All feedback and reviews are greatly appreciated. Stay tuned for the next chapter!