Note: This story takes place before Jonathan Crane becomes The Scarecrow, and goes on from there!

"Can anyone tell me the most distinguished and perhaps most popular insect phobia in most people?" Professor Jonathan Crane questioned, watching his class with the manner of a hawk. A slightly on the tall and skinny side man, Professor Crane had light brown hair, and equally brown eyes. He was dressed in the manner any self-respected college professor would be, which included a brown suit, ironed to perfection.

"Well?" He questioned, doubting if any of his students could ever come up with a clear answer. Day in and day out he taught them, of fear and phobia. They never seemed to understand the importance of the topic as he could. Fear, he understood...was power. He noticed in dull interest, as a hand finally went up. A dark haired boy waited patiently to be noticed. "Yes Mr. Grayson?" He asked, wondering if it was at all possible that Dick Grayson was finally going to take any interest in his teaching whatsover. Since his teaching if this particular class had started, the arrogant little half-wit had shown no devotion or enthusiasm at all. Still, he somehow remained a good student, despite his lack of interest.

Dick lowered his hand, and spoke. "Arachnophobia!" Professor Crane nodded, and Dick smiled in personal triumph. "That's correct Mr. Grayson! Arachnophibia...fear of spiders!" Professor Crane said in a calm voice. He reached behind his desk and took out an empty glass aquarium. Sitting in tranquillity inside, was a giant black tarantula. Crane watched in amusement as at least half the class turned pale, and smiled. "So...which one of you would like to come down and say hello?" He asked, looking about the class for the most frightened looking victim.

Just as he was about to pick someone out, particularly a squeamish blonde girl who looked to be on the verge of a breakdown, there was a knock on the door to the classroom. Professor Crane sighed in frustration, but proceeded to open the door.

The Dean of Gotham College walked into the classroom, followed by a girl who looked to be around eighteen years old. Professor Crane took note of her with mild distaste. He didn't need another student, but perhaps, he thought with a smile, she liked spiders.

"Professor Crane...Elena Shadow!" The Dean introduced him to his newest student, and after a polite handshake and less then enthusiastic greeting from either side, Elena went to take her seat beside Dick Grayson, who was more then happy to welcome her. Dick smiled, looking her over. Elena had long black hair, going slightly past her waist, and bright green eyes, which penetrated past the two long bangs that hung over her pale face. She had full lips, and was slim and almost fragile looking. Dick almost couldn't believe how gentle she looked.

After the Dean had left, Professor Crane went back to his previous subject, only this time his eyes rested on Elena, and then wandered back to the spider, still sitting on his desk. "Well...Elena, we were just discussing a rather popular insect phobia...do you know which one it may be?" He asked, not really expecting much of an answer. "Yes sir...Arachnophia....fear of spiders!" Elena replied, sounding completely sure of herself. For a moment, Professor Crane felt like throwing the spider at her. He hated it went his efforts of patronizing a new student didn't turn out. Outwardly, he smiled and nodded. Then he moved away from the spider, who had been blocked from view. "In that case...why don't you come down and show the class how harmless this de-poisoned arachnid is!"

He hadn't expected her to come down so calmly. He really hadn't expected her to reach into the glass aquarium and bring out the spider. And he definitely hadn't expected her to smile and say "there's nothing to fear but fear itself!"

**********

Night had fallen upon Gotham city, and like any smart citizen would know, it was unwise to be out at this time. It wouldn't have been a problem, if the one solid fact of Gotham city being loaded with criminals hadn't arisen. Which is why it was a questionable topic if anyone could see the female shape squatting in a corner of a roof, watching over the city silently. Only upon clear sight, this was no ordinary woman.

Two bright red eyes glowed from behind a black mask, which covered half her face. Drawing back her teeth, revealed what could only be described as the two front incisors of a canine, both at the bottom and top of the mouth. Dressed all in black, with a purple portion half-covered by long, lustrous dark hair. Slowly, the figure crept over the rooftop, and froze as her sensitive hearing indicated the presence of someone besides her.

"New to Gotham?" A male voice demanded, a hint of sarcasm, barely audible to the untrained ear. But the darkly dressed female, already used to detecting the sarcasm from her own words, caught it perfectly. "Yeah...you could say that dark, tall, and batty!" She responded, reaching for a weapon clad at her side. When she brought it up, Batman could catch a glimmer of light reflect in the gold surrounding the metalic-like circle that the woman was grasping. The edges looked sharp, and the embedding work was perfect. Without a word, she threw it at his face, and in the instant before Batman ducked, he saw blades extend from the metallic circle, and twirl so quickly that they created a flying buzz saw headed right at his face.

The flying blades did a turn in the form of a boomerang, and headed back to their source, who caught them with ease. Once more, she held a metallic gold circle. "Had enough Batman?" She asked, smiling. Batman stood, and launched his own Bat-boomerang, catching her off guard. Before the woman could react, the circle was knocked painfully from her grasp, and she held her hand in pain as Batman caught his own weapon, placing safely back by his utility belt. "Now...let's try this again! Who are you?" The Batman questioned, slowly approaching the girl. Suddenly, her hand shot out, and the weapon which had been lying on the floor a good five feet away, launched back into her hand.

Batman's eyes narrowed, and he took another step. "Sorry Bats! I can't play with you right now! Maybe some other night. As for who I am...you can call me The Shadow!" The woman replied, her voice coming out in a mid growl. With another smile of her fanged mouth, The Shadow leapt up into the air, and vanished.

Batman whirled around, trying to see where she had gone, but to no avail.

"Stupid Bat...I haven't even had the chance to kill anyone and he...." The Shadow muttered, as she jumped with the grace of a cat from rooftops above Gotham. "Serves you right....you shouldn't do this!" The voice in her head scolded, reminding the dark figure that she was never really alone. "Shut up! Damn you, if there was any way I could survive, I would cut you out of my head with a scalpel!" The Shadow growled, her eyes narrowing in anger. "But you can't, can you? And the moment you are weak enough, I will take back control and this time I'll keep you quite!" The voice spoke back, sounding sure of itself. The Shadow laughed, causing her voice to echo in the darkness. "HA! With what? Those stupid pills? You know there will always be a time when you slip up and lose a dosage...like tonight! Even if you don't, I'll always be there to remind you of what you have inside, and what you will continue to have until the day you die!"

**********

"Hello? Oh...hi Dick....no I don't have any plans today! I'll be working on any homework from Professor Crane's class but I should be done in no time...sure, a movie sounds fine! Bye!"

Elena hung up the telephone and sighed, turning back to the open textbook in front of her. She had gotten to know Dick Grayson a little better during her time in Professor Crane's class, and he had turned out to be nicer then she had first thought. It was a pity she couldn't say the same for Professor Crane. It wasn't as though she didn't enjoy his class, it was him that she had issues with. The man was completely obsessed with fear, as she had been told by most of the new friends she had made, including Dick. She wasn't disagreeing with them, but she really didn't mind the things he taught. It was the perfect class for her, Psychology was something she could really get into, and the particular topic of fear and phobia were fascinating. The thing that caused her to really dislike the Professor was the fact that she had noticed he often liked to try these phobias on his students. Each day when he talked of a new phobia or fear, he would pick the most fearful looking student, and put him or her up against it. He had especially been on her case since the spider incident.

Elena chuckled as she recalled the look on the Professor's face when she had picked up the spider. She had gone back to taking her seat, and Dick had leaned over and whispered "Nice one!" After class, some people had come up to her and commended her on giving Professor Jonathan "Ichabod" Crane a taste of his own medicine.

With a sigh, Elena shut the textbook slowly. She had to many things on her mind to concentrate on the assignment. She shut and locked the door to her room, and headed down the stairs. "Where are you going?" Her mother asked, as she laid out dinner on the table. Elena smiled, and shrugged. "Nowhere...I'm just going for a walk to clear my head...I'll be back soon!" With that, she headed out the door. Her mother was a sweet woman, who had been widowed when Elena's father had been killed. At least that's what she claimed had been the cause whenever she was questioned. In truth, her father had committed suicide only two years before, shooting himself at point blank range in the head. It must have been the moment that she had found him, lying there on the floor with a pool of blood slowly reddening the green carpet, that the voice in her head had spoken up.

"Hello Elena!"

At first, she had believed she was going crazy, but when the voice had taken control, mainly at night, she saw the changes it caused in her body, and realized that it was as real as it could be. She recalled what the voice had said to her once.

"Do you know why your father shot himself? Because he couldn't handle the evil side of him finally getting a mind if it's own....let's see how well you do before you blow your brains out!"

The comment had been enough for Elena to spark back into anger and seize control over her own body long enough to find the small note clutched in her father's dead hand. Following the notes instructions, she had gone to her fathers room and found the pills, as well as a prescription note that would supply her with the pills for the rest of her life.

Elena walked down the street. The air smelled a pleasant musty scent, the kind that always penetrated the air after a rain shower. She headed through Gotham Central Park, passing an Alice in Wonderland Theme Park on her way.

As she walked, she found her eyes wandering to the floor, as her mind became submerged in thought. "Troubled?" The voice piped up mockingly. "Just shut..." Elena was cut off as she rammed into someone, and shook her head slightly, burying the voice. "Very Amusing Miss Shadow....but most people look to where they are going!" Another voice, even more sarcastic replied. Elena looked up, and immediately turned red from both anger and embarrassment. "Sorry Professor Crane...I didn't see you!" Elena replied softly. Professor Crane smiled wryly. "Obviously! I believe you were to fascinated with the floor!" He replied, watching Elena turn a redder color. She turned her head slowly away as her eyes began to glow a tinge of red, and shook it again. Jonathan Crane watched her momentarily, seeing the obvious embarrassment form in a blush that outlined her cheeks.

She really was quite pretty...and definitely the most attentive student he had in his class. But there was one thing that he didn't like....no, hated about her. She wasn't afraid. He had tried everything. Spiders, inclosed spaces, open spaces...you name it. Every phobia so far in his teachings and she had reacted with no fear. Just the same pretty smile and sparkling eyes. In a scientific manner, he should have been fascinated, especially since the girl displayed no fear of any known phobias so far.

"I'm sorry!" Elena responded, turning her face back to him. He couldn't resist a gentle smile, and he nodded. "So...out for a walk?" He asked, as they both resumed walking through the park. Elena nodded. "Yes! I have a movie date in about ten minutes, so I figured I'd just clear my head a bit..." She trailed off. Professor Crane nodded, and they continued walking. The sky was getting dark, and Elena could already see the slight outlines of the moon in the sky. "Let me walk you to the end of the park...it is getting dark, and I wouldn't want anything to happen to you!" Professor Crane commented.

Elena nodded, despite her surprise. She wouldn't have thought that Professor Crane, of all people, would be even the least bit concerned for her well being. She looked up at him as they walked silently, and smiled. He wasn't as unattractive as most students found him. He had a sort of wise face, and very dark eyes. She shook her head, and the voice penetrated her thought again.

"Hmmm....this could be fun!"

Elena clutched her hand into a fist, until the knuckles turned white and the voice vanished. Finally, they arrived at the edge of the park, and Elena turned to Professor Crane. "Thanks for walking with me Professor!" She spoke. "No problem at all Miss Shadow!" He replied, smiling. With that, Elena turned and ran towards the movie theater, narrowing her eyes while she ran.

"You leave him alone, do you hear me?"

"You just try and make me you pathetic excuse for a life form...you just try and make me!"

**********

"So, you wanna do something after class?" Dick Grayson leaned over and whispered to Elena, sitting next to him. Both of them had pretty much enjoyed their time at the movies.

"Mr. Grayson....I'm sure whatever fascinating things you have to discuss with Miss Shadow you can do so after class!" Professor Crane's voice piped up as he noticed Dick leaning over to Elena. "Yes sir...sorry!" Dick answered, smiling innocently.

"Good...now then who can specify the opposite of the phobia of inclosed spaces?" Professor Crane questioned. "Mr. Grayson? How about you?"

Dick looked slightly squeamish, and smiled nervously. "Uhhh...xenophobia?" He asked more then answered.

"No! I'm afraid that's wrong? What about you Miss Shadow? You seem up to the task!" Professor Crane replied, watching Elena with a slight smile. "Fear of open spaces....agoraphobia!" She answered, sounding as sure of herself as she could. For a moment, Professor Crane remained silent, but then nodded. "Yes...very good! Now, I would like to test this out!" With a smile, Professor Crane's gaze wandered around the room until it rested on a frail looking boy. "You, I'd like you to come down here!"

The boy slowly proceeded down until he stood in front of the class. He looked shaken up, and it was clear that he was afraid. "Now then...you are in front of the entire class...dozens of people watching your every move and just waiting for you to see what you will do next. You are in an open space...and..." Professor Crane didn't even have to finish as the class observed the boy's reaction to his short speech and the effect of the entire class watching him. He paled, his breathing quickened, and in a moment, the boy had fainted.

Professor Crane didn't even take much notice, and simply smiled and continued speaking. "As you can see, our young friend is obviously a victim of agoraphobia!" With that, he continued the lecture. The boy eventually awoke and silently left the classroom. Elena watched him leave in pity.

"Oh...I'm really starting to like this class!" Elena heard the Shadow's voice penetrate her mind.

"Oh shut up!" She muttered, shaking her head.

"A problem Elena?" Professor Crane asked, seeing her obvious sudden discomfort. "N...no sir! I'm fine!" She stuttered. Finally, the class ended, and the students piled out quickly. "Miss Shadow...kindly stay awhile, I'd like to speak with you!" Professor Crane spoke, indicating to Elena. Stopping, Elena placed her book bag down and waited until the class was empty. "Yes?" She asked, waiting for him to respond. "I have noticed you making some fine achievements in my class Elena! However, I would like to ask you if anything happens to be troubling you?" He asked, watching for the slightest reaction. He caught it as her eyes got a bit darker, and then she quickly shook her head. "No...not at all! Why do you ask?" She responded politely. Professor Crane cleared his throat, once again the topic of her being immune to every sort of phobia came to mind "No reason, I'm just trying to make sure nothing distracts you from your studies...."

"Like the evil murdering voice in your head!" The Shadow laughed, making Elena grimace slightly. "N..no! Nothing's wrong, and I'm enjoying your class very much!" She stuttered, and managed a weak smile. "Very well! I do hope you continue showing the same progress Elena..."

Elena nodded but then quickly turned her head as her eyes began to glow a dull red. "Uh Oh...dosage time!" The Shadow mocked, and Elena could feel the evil clawing to get at the surface. "I....I have to go!" She stammered quickly, and then turned and ran from the classroom. Jonathan Crane watched her leave, and his eyes narrowed. "Hmmm....perhaps I shouldn't resent her....she and I have much in common...so much...." He mused. Both seemed to like the idea of fear and phobia, and both seemed immune to it, at least on the outside. Now, looking at her from so close, he realized she was not only pretty, she was beautiful. But there was something definitely amiss with her. "Almost...as If your hiding something from me..."

**********

"Ah...another night...another murder!" The Shadow laughed. It had been a week since the encounter with Jonathan Crane after class, when it had almost resurfaced. That had been the day before the week off at the school. Luckily, Elena had managed to get the pills in time. "Not this time..." The Shadow growled. "Don't you dare hurt anyone you evil monster!" The Elena now trapped in the inside spoke up. "Oh can it, will you! You have to bring your bad side into the spotlight now and again!" The Shadow muttered, as she scaled the rooftops.

Back in her costume, The Shadow appeared as evil as ever. Of course, upon regaining control of Elena's body, The Shadow automatically also gained the costume and mask. "Maybe we'll go have some fun tonight...like say...pay a little visit to Two Face and make him...flip!" She almost growled in anticipation at making some of the arch villains of Gotham lose more marbles then they already had.

Suddenly, the Shadow froze on a rooftop, and looked downwards towards a dead end alley. Her hearing picked up strands of a young man's screaming in fear...and that was enough to set the evil off. "Oh yeah....fun, easy, and fancy free!" She laughed as she landed with grace in the alley. She now stood right in front of the man, who was shaken up and red from screaming. He couldn't speak, and all he uttered out were a few incoherent vowels. "My my.....aren't we articulate tonight!" The Shadow purred, then smiled and showed her fangs as they almost glowed in the moonlight. Her eyes shone a fiery red, and she growled dangerously. The man took one look and ran down the alley screaming. The Shadow didn't even bother turning around. "Oh yessssss....fear, what a rush!" She laughed darkly, tossing her dark hair.

"I couldn't agree with you more!" A voice from behind her stated. The Shadow whirled around, and saw what had scared the man. "What the hell are you supposed to be? Are you trying to get into the Wizard of Oz?" The Shadow scoffed, looking the thing in front of her over. It looked to be someone dressed in a Scarecrow's outfit, holding a large scythe and watching her silently. "I...am the Scarecrow!" He stated, before throwing a vial with a strange chemical into her path. The vial exploded, and a gas seeped out, surrounding her.

The Scarecrow watched with silent glee as the sudden intruder was enveloped in the gas, and waited for the screaming to start. What pierced his hearing was coughing, as The Shadow stepped out of the cloud of smoke. "Wh...what...HOW IS IT POSSIBLE? You should be cowering in fear...." He stuttered, raising the scythe. "What kind of pathetic yutz to you take me for you freak?" She growled, unhooking her own buzz blade from her belt. "BUT HOW CAN YOU NOT BE AFFECTED? IT'S NOT POSSIBLE!" The Scarecrow screamed, raising the scythe and bringing it down violently towards her head. The Shadow dodged at the last moment, and brought her foot up in a flip, kicking the Scarecrow in the fluid motion.

The Scarecrow flew into a wall, and the scythe out of his hands. The Shadow neared him slowly, and smiled malevolently. "How interesting! That was a fear gas of some sort I believe! Oh....a man after my own heart!" The evil spoke, reaching out and grasping the Scarecrow's neck.

"Oh, this is sickening!" Elena responded from inside The Shadow, watching her evil counterpart's movements.

The Shadow heard her and smiled. "Really!" With that, she lifted up a portion of the Scarecrow's mask and kissed him, making it last while Elena proceeded in freaking out.

"Oh God....OH NO! STOP IT NOW!" She screamed, and tried desperately to regain control. The Shadow felt her winning, and without another words, she jumped into the darkness and was gone. The Scarecrow breathed heavily, the mask having slid back to cover the half of his featured exposed. He looked towards the sky, but The Shadow had vanished.

**********

Elena swallowed three of the pills at one time, and grimaced in disgust. "I...hate...you!" She muttered, talking to the voice inside her.

"Oh yes...next time I'll have to try something like that to really piss you off!" The Shadow replied.

Elena shivered, and felt mildly sick.

"I could think of much better inmates at Arkham to have some fun with!"

"SHUT UP!" Elena screamed, grasping at her head. She finally felt the effects of the pills draining in as the voice disappeared "That ought to keep you quite....at least for a while!" Elena muttered, picking up her books. She had to head off, since the one week holiday was now over, and The Shadow was still mocking her about the night she had faced off "The Scarecrow".

**********

"Now class...I'm afraid Mr. Crane will no longer be teaching within this University!" The Dean of Gotham University told the class in the midst of introducing them all to the new teacher. She looked to be a mousy little woman, in her early forties, and an old fashioned bun hair style. "Finally...it's about time they fired Icabod Crane!" Dick whispered to Elena, smiling mischievously. Elena smiled back, but inside she wasn't sure she agreed with him. Professor Crane had been getting to the root of fear, and it was exactly that kind of knowledge Elena Shadow needed to get the evil out of her head. Personally, she believed that fear was all it came down to, that there was a certain limit past madness, that once crossed, you could achieve in anything. Her achievement would be to finally rid herself of The Shadow.

"So why do you think they fired him?" Elena asked Dick casually, already guessing the answer. "Isn't it obvious? The full time fear class when this is supposed to be psychology...and the way he always obsessed about bringing out everyone's fear....especially yours, didn't you notice that most of all?" He asked, watching her. Elena nodded wordlessly, slightly consumed in thought.

"Damn....and just when I was starting to like him too!"

**********

Batman typed at his computer almost feverishly. He didn't notice Dick come down the winding steps leading down into the cave, and it wasn't until the Boy Wonder spoke that his presence was finally acknowledged.

"What are you looking for?" Dick asked, laying his jacket down on a chair nearby. Batman scowled from beneath his mask as he finally found what he was looking for. "I'm looking up the most current Gotham criminal files....not much...." He trailed off, as a few mere files got his attention. Dick looked at him, slightly astounded. "Not much criminal files?!" He asked, arching an eyebrow at his friend, as if he had gone mad. "No...I mean I'm looking for one thing in particular....someone...or something, I ran into a couple of nights ago!" Batman replied, scanning the files. They were simple assault and battery cases. People attacked during the night, claiming it had been some sort of great agile, flying girl. "...With the face of a demon..." Batman read the witness's account, and nodded to himself.

Dick smiled, and shrugged. "Well...with all the stuff we've seen so far, I guess demons are possible!" He muttered, turning away from Batman. "I'm going to cross-reference all the new students at any local schools in Gotham....she seemed fairly young...maybe 17 or 18!" Batman typed away, getting into school files easily. By the time he was done, a fairly long list of female students lay out in front of him. Dick looked at him in pity, and shook his head before he left the cave. "Have a good time!"

**********

Elena shuddered, though not really from the cold. She had been heading towards the local pharmacy, in need of her pills, and it had gotten uncomfortably dark. Tick Tock!

"Shut up!" She muttered, rounding a corner towards the pharmacy. The voice remained silent. There was an uncomfortable feeling spreading around in her brain, and Elena cried out as a post-transformation migraine hit her. "Damn it..." She moaned, clutching the sides of her head in pain. When the pain dulled, she began a full sprint, and stopped dead in her tracks as she finally arrived at her destination. It was closed.

Elena's mouth fell open, and she shook her head. Tears threatened to fall from her eyes, as she struggled to keep the evil at bay. As always, it did her no good. In a fit of pain and blindness, she fell against the cold glass of the store. Moaning, she sank to the floor, and waited for the inevitable. Instead, she felt a hand clutch her forehead, and before she had a chance to look up and see who it was, she felt her head slammed into the glass behind her. Slowly, she fell into darkness.

**********

"......"

"Oh...are you awake?"

"....."

"Come on now, speak up!" The voice penetrated the darkness, and spoke with a cold air about itself. It was also very familiar.

"Wha..." Elena opened her eyes, and was greeted by the harsh light that invaded the room. Trying to shield her eyes, she found she was tied to what looked like a hospital bed. Though judging by the room she was in, this was no hospital. It looked more like some sort of old factory.

"Hello Elena!" The voice behind her spoke, and once again, Elena felt a sense of deja vu. Whoever was behind her stepped forward once...then twice, finally coming into her line of sight. "YOU!" She cried out, pulling at the straps holding her in, with no avail.

Him! The voice rejoiced in silent amusement, as it struggled the last few steps out of Elena's brain.

The Scarecrow bowed dramatically, and watched her in malevolence. "You know....it was sheer luck I ran into you in the street....now I can finally finish what I started with you at the college!" You spoke as he neared her, coming within face range. Elena's eyes were shadowed over momentarily, as she realized who she was talking to. "P....Proffesor Crane?" She remained silent, and shook her head. "How...you...." She couldn't finish as yet another migraine hit her, and she arched her head back in pain. "Damn you....why now...of all times..." She trailed off, shutting her eyes tightly, as tears fell down her cheeks.

"Come now....I haven't even tried my fear toxins on you yet!" The Scarecrow scoffed, shaking his head. Elena lurched her face back in his direction, and he found himself backing up a couple of steps. Her eyes had gone wide, and the pupils glowed a bright red. She began to scream and pull at the straps around her, as if she had descended into a full-out panic attack.

"Stop...STOP THAT!" The Scarecrow screamed in fury, and slapped a hand roughly across her face before he could stop himself. She stopped instantly, her face now shielded from him as she began to quietly sob. He smiled triumphantly, but soon found his smile fading. Her sobbing began to lessen, and grow more into an insane giggle, which turned into a completely mad laughter. Before The Scarecrow's eyes, Elena began to transform.

Her eyes were now completely glowing red, and her teeth melted into fangs, which grew sharp and canine-like. Her body was engulfed in a internally combative flame, and when it vanished, The Shadow sat calmly on the table, one leg swung over the other. The straps had been broken with ease, and there was a malevolent smile on her face.

"Hey there sweets! Remember me?"

**********

Dick stood by the closed pharmacy, worried out of his skin. "Where are you Elena?" He muttered to himself, shaking his head in dismay. They had decided to get together to go see another movie, and Dick had been waiting by the pharmacy for an hour. It wasn't like her to be late

After calling her house from a pay phone, he ran back to the estate, sensing trouble. Elena's mother had said she wasn't home, and had left almost two hours ago, to go meet him at the pharmacy. She wasn't the kind go girl to stand him up, so the only logical conclusion he could think up was that something had happened to her...maybe something bad.....

To Be Continued...

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