Summary: The girls are all awake at last, it's now time to take the fight to the one responsible for their suffering.

Note: I just really wanted to write some random magical character AU with character death. I wanted to do it so bad, I didn't stop until I finished it at past 3am.

I wanted to write something with zero build-up but then Akechi had to go and demand a 1k scene of drama.

For those of you who hadn't read my other fics with genderbending: Mitsuki is fem!Akechi, Ryuko is fem!Ryuji, Fuyumi is fem!Yusuke.

Warnings: Major Character Death, Throwing Other Character Down The Path Of Self Destruction, Genderbending: All Female, Magical Girl AU, Battle Scenes Beware, Who Let Me Write Battle Scenes I've Never Done So Before, Feels, Blood, Pain, Author Indulges Her Bad Habit Again And Writes A Fic That Feels Like It's A Slice From A Bigger Fic, Very Briefly ShuAke.

Disclaimer: Don't own P5.

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Mitsuki's eyes snapped open and she bolted to get out of her bed, but her knees buckled and she would have fallen to the floor had a pair of arms not reached her just in time to prevent her from colliding with the unforgiving, hard floor.

"Shh, easy, easy." She heard Akira's voice whisper soothingly, but it didn't help her calm down; in fact, it had the opposite effect.

She shoved Akira away from her and pushed herself against her bed, bracing herself with a hand grasping onto it as she still didn't have enough energy to stand on her own yet, glaring holes into Akira's form, "Easy?!" She snapped, "Do you know what you've done?!"

"Please, Mitsuki-chan." Haru stepped into Mitsuki's field of vision, putting a comforting hand on Mitsuki's shoulder, "Don't take it out on Aki-chan, she can't do this by herself. Besides that, she restored us all to our bodies! Aren't you glad to be back to your body? So that you can get back to your life by yourself?"

Mitsuki shook under Haru's gentle touch and inhaled, holding back the sobs that threatened to spill from her. She was happy to be back in her body, but not when it was so weak and she was more of a burden for Akira than she was helpful. Akira needed all the help she could get to defeat Yaldabaoth and bring an end to the suffering inflicted upon the Velvet Room's Attendants and Guests alike.

Mitsuki couldn't help in her current state.

"I can't do this. We can't do this." She gasped wetly, tears threatening to spill over her cheeks, "Akira is the only one of us who can access her Wild Card ability and without us in Spirit form, her arsenal has been severely downgraded. She has only Arsene's Card on her right now. And experience and access to Wild Card ability aside, she's just one person now. We need an army."

"You say that like we're not going to help Akira out!" Ann burst out as she strode forward, eyebrows knotted in a frown and glaring at Mitsuki, "Even if we never had the chance to access our Wild Card abilities we're still Guests of the Velvet Room and we still can use our Cards. Even if we're too weak right now to handle managing to acquire our Wild Card abilities, we're going to do our very best!" Ann turned to the rest of the girls to look them each in the eye, "And you?"

"Hey!" Ryuko looked miffed, "Of course I'm with you in this. When the heck was I never with you in it?"

As the rest of the girls looked back at Ann and Mitsuki with serious expressions before nodding, Mitsuki let out a shuddering sigh and hunched her shoulders together, "Alright. Fine! Do. Whatever you want to do. Don't say I didn't warn you." She scowled, "How helpful are you lot going to be against Shadows when your bodies basically have been in a coma for the past few months anyway?" She scoffed, "The transition into the other form can only help so much."

"I hope you didn't forget about lil' ole me," Futaba said, clenching her fists, "I'm support, I can boost you all."

"Marvelous," Fuyumi murmured, her eyes flashing yellow briefly, "Shall we?"

"Let's," Makoto intoned, her voice sharp and commanding.

Morgana chuckled, her body already starting its initial transition and popping both her typical pair of cat ears and cat tail, "Alright. At long last, we're going to end this."

The girls marched out of Mitsuki's room, their bodies already being supported and boosted with the blue flames that signified the transition dancing faintly across their forms.

Akira was the last one out of the room, "If, when, you're ready, you know you can join us." With that said, Akira gently closed the door behind her.

With all of the girls out of sight, Mitsuki allowed her shoulders to slump.

"Idiots, the lot of you are." She turned to look out of the window, melancholy written all over her face; she wished she could turn back time, wished she could return to the moment she first laid eyes on Akira. Maybe then she wouldn't have led Akira, newly chosen as a Guest of the Velvet Room, to the rest of the girls; maybe then she wouldn't have led Akira down the path of ruin that awaited her now. Mitsuki's Spirit form, the severely weakened and downgraded form which she'd been forced into by Yaldabaoth like the rest of the girls and many other Guests, didn't have access to the entirety of the knowledge Mitsuki herself held, and so didn't know what a mistake it was to let Akira restore the Guests and lock herself out of her many fusion possibilities for her Wild Card ability.

She was… happy. Happy to be back into her proper form, happy to be whole and complete, happy to be able to help Akira properly in the fight, happy to repay Akira for all that she offered the girls.

Her Spirit form had fallen in love with Kurusu Akira and never regretted it, she never looked back.

But now.

Now…

Mitsuki regretted so much.

Akira didn't deserve such pain and suffering to be brought upon her because of Mitsuki's Spirit form's selfishness, didn't deserve to have such a heavy responsibility to be thrust upon her for the sake of others.

And now Mitsuki couldn't even help, weak as she was after being confined to bed in a hospital for more than a year.

Goddamn Yaldabaoth.

Anger coursed through her and she scowled, her hands balling up into tight fists where they clutched the blanket on her bed.

Why…

Why was she giving up so quickly?

Why was she so ready to just lay herself down and let the others walk to their doom to fight for their- every Guest's- cause?

This attitude didn't make her a Guest of the Velvet Room, this attitude didn't guide her to her transition into both of her Cards, Loki and Robin.

Sae would be ashamed of her for giving up so quickly.

Mitsuki snapped her head towards the door and stood with her back straight and shoulders squared; what the hell was she doing? Staying behind and letting the others go and fight all by themselves?

Neither Robin nor Loki would stay back and let the others fight for them.

(Neither would Nemesis. Mitsuki's Bond with Sae, frayed and nearly torn by the events that distanced Mitsuki from her former partner but still present all the same, pulsed with energy as if to confirm her thoughts.)

The first step was difficult, and so was the next, and the next, and the next, but Mitsuki wasn't going to let some pesky thing like weak muscles stop her, and not too long afterwards, she was out the door and basically racing down the corridors, the blue flames glittering at the edges of her sight helping her body move.

She caught up to the rest of the girls at the entrance of the hospital.

"Glad to have you join us." Makoto nodded at her before she transitioned between her forms, becoming Johanna.

Mitsuki looked at Akira, who smiled at her, and she smirked back, allowing the blue flames to engulf her and turn her to Loki, "I'm ready."

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Yaldabaoth was ready for them. Of course he was, Loki had expected nothing less.

He'd sent Shadows to hunt them down, but none of the girls allowed the Shadows to succeed, curving their way through town and towards their destination.

Arsene led the fray, which was unsurprising, considering that she had the most stamina and energy without boosting from Necronomicon, but it didn't mean that Loki had to like it.

Tightening her grip on her sword, she channeled her energy before she rushed to Arsene's side and slashed her sword into a wide arc, letting Deathbound flare out from her sword and cut into the Shadows, finishing them off.

"Thank you," Arsene said.

"No need to thank me." Loki closed her eyes as Necronomicon boosted their speed and stamina again, relishing the surge of energy in her legs, "Besides, we're not done yet."

"Ready?"

"Whenever you are."

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Loki gasped as Zorro's Samarecarm pushed her back to awareness, fully revitalizing her, and bolted into a sitting position.

"Oh, thank goodness." Zorro gasped, fatigue clear on her form as her four limbs were shaking, "You're back." She ground her teeth together and her scimitar materialized between her teeth, allowing her to rush back into the fight against Yaldabaoth and his Shadows.

Carmen leapt forward, her red-clad form sprinting alongside Zorro before she snapped her whip towards the enemies, letting her Maragidyne catch the wave of Shadows approaching them and set them aflame. Zorro flicked her tail, and her Magarula caught them, the combination of both spells causing the Shadows' forms to disperse.

Carmen cracked her whip again and caught the next oncoming wave of Shadows with another Maragidyne, giving Johanna the chance to streak through the enemies with her own Mafreila.

Loki rushed forward through the remains of the Shadows, her Eigaon-imbued serrated blade slashing through the enemies that attempted to rush at the rest of the group, leaving in her wake knocked-down enemies that Milady picked off with her guns.

Loki caught up to both Kidd and Goemon, who were doing a remarkably good job of covering Arsene's back as she took on Yaldabaoth with Necronomicon providing her constant support.

Kidd had already snapped off a Maziodyne right after Goemon had struck the Shadows with a Mabufula, and Loki joined in with her own Deathbound to finish off the stragglers.

Arsene careened in their direction, throwing herself back from the flare of Almighty spell Yaldabaoth had shot towards her, and the three had to disperse so that Arsene wouldn't crash into them.

Johanna sped past Loki to throw a Diarama Arsene's way and continuing on her path to slam into the middle of a group of Shadows that had been heading their way, and cause them to be thrown away with the power of her Flash Grenade before she was on them again with a Mafreila. Goemon wasted no time in joining her.

From the corner of her eyes, Loki saw Arsene stumble to her feet again, dagger already charging with an Eigaon as she ran forward towards Yaldabaoth, before she had to turn her attention away from Arsene to help Kidd take on the enemies that approached them.

With a Maragion catching the enemies in her immediate vicinity, and giving an opening for Kidd to hit them with her own Deathbound, Loki switched directions to go help Arsene, who had failed to evade the next Almighty spell from Yaldabaoth and was thrown back to land unsteadily on her feet.

Blue fire ate at her form to allow her to transition from Loki to Robin, her automatic attack boost flowing through her as she rushed towards Arsene, letting fly a Megaton Raid and a Kougaon, and catching Yaldabaoth's sword-carrying arm, causing it to crumble to the ground.

Yaldabaoth prepared his Almighty spell in retaliation, and Robin stood her ground, ready to take the blow in Arsene's stead while she recovered, no matter how much it was going to hurt Robin.

Yaldabaoth let fly his attack and Robin tightened her hold on her sword and braced her feet on the ground.

She was caught off-guard, however, by a wing catching her in the side, and throwing her a good distance away.

How?! Had she let a Shadow sneak up on her? How careless of her! What if Arsene was hurt?!

Necronomicon caught her in a web of energy before she slammed into a wall, and Robin prepared to thank her had Necronomicon not started wailing, the sound echoing around the battlefield and snapping the attention of everyone in her direction.

Robin stared in worry at Necronomicon to see her staring in the direction Arsene was in with tears flowing freely from her eyes, her hands balled up into fists and pressing to the sides of her head, her mouth open as she let out yet another heart-wrenching wail.

Dread filled Robin up as she as well turned to look at Arsene, just in time to see Arsene fall to her knees before she slumped forward, dropping to the ground like a puppet with its strings cut.

Robin wasn't too far away to see the blood pooling around Arsene's head or the way Arsene's body was completely still.

There was a cry as a group of Shadows approached the stunned Robin and helpless Necronomicon, but a flash of pink heralded Milady's arrival as her Mapsiodyne caught all the Shadows near the shocked duo while her axe cleaved one of the Shadows in half.

Carmen was not too far behind with a Tentarafoo that encompassed the Shadows and inflicted them with Confusion, causing them to stumble into each other while Milady hacked happily at them, soon joined by Zorro, who let his Magarudyne take a good portion of the enemies out, and Johanna, who suddenly became Mafreila-happy.

In the distance, both Kidd and Goemon wasted no chance in launching themselves at Yaldabaoth.

After her rampage was done, Milady walked over towards Robin, and offered her hand, her eyes glowing yellow.

"You said once before, that your Wild Card ability allowed you to transition to new forms by creating Bonds with other Guests, and that it worked differently from Arsene's fusion ability."

Robin nodded, watching Milady silently.

Milady frowned at Robin, "Form a Bond with me."

In other circumstance, Robin would have hesitated, most likely turned Milady down so quickly she gave her whiplash; but now that they were all in the middle of battle with one of their own down and enemies approaching them, Robin didn't even hesitate in reaching towards Milady and grasping her offered hand, opening her Heart to Milady's Card and letting its essence pour forth to her.

Robin inhaled and Astarte exhaled, the switch seamless as Astarte left the web of energy Necronomicon had used to catch her, and let Psio flow throw her body and turn the battlefield into a haze like a fog, a Psio-imbued fog.

Johanna, Zorro, and Milady took the cover provided by the fog that affected only their enemies to start clearing out the area.

"Let me." Astarte heard Carmen whisper in her ear, and she turned to see a hand outstretched towards her, a hand Astarte didn't hesitate to grasp.

Hecate tightened her hold on Carmen's trembling hand before she threw her unoccupied arm in a sweeping arc, and letting Tarunda creep through the fog to catch any enemy stumbling through it.

Hecate left Carmen standing guard over the still shell-shocked Necronomicon, and personally prowled through the fog herself.

From Hecate to Anat, to Mercurius, to Kamu Susano-o, to Seiten Taisei, she picked off the enemies one by one as she let the others retreat due to their fatigue catching up to them with Necronomicon no longer boosting them constantly.

When it was just her and Yaldabaoth among the fog, she made her way towards where Arsene was still slumped over the ground and kneeled in front of her, uncaring of the blood soaking into her clothes and staining her skin.

She reached her hands towards Arsene's hair and carded her fingers through her hair before she bowed her head over Arsene's corpse, letting a shudder and a stifled sob escape her before she took a deep breath and opened her Heart to Arsene.

Guests' souls lingered when they were transitioned, as evidenced by Arsene's form still holding out, and she was going to grasp onto Akira's soul and Bond with it.

An instinctive part of her flinched away from the thought of opening her Heart to a dead person; dead people weren't meant to be Bonded with because they would take her with them.

She didn't care.

If she could take Yaldabaoth out with her, then she'd slip away satisfied.

Akira's soul settled into her core and her body twitched. She let go of Arsene's head and threw herself away, curling up on the ground as she started to thrash violently and scream in pain, the power coursing through her veins seeking to tear her body inside out.

She didn't know how much time passed while her body broke itself apart to accommodate for the new form, but she knew that it wasn't too long as she could easily pinpoint the positions of the rest of the girls and their current status, and sense Yaldabaoth still present, observing the situation warily.

With a final cry, wings burst through her back, three pairs that spread themselves freely across the area and with them, they spread a haunting pulse of energy that she sensed energize the rest of the group and clear around the fog, now that it had no use anymore.

The girls stampeded towards her and flanked her on both sides in battle-ready stances.

With a grin, Satanael stared Yaldabaoth down and cackled.

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End

Does Mitsuki die after she transitions out of Satanael's form? *shrugs* what do you think?

Does Morgana switch into cat-form when she transitions into Zorro? Yes, yes she does.

While they use the names of Personas, they are wearing their Metaverse outfits and aren't, in fact, transformed to look like their Personas. Well, sans masks.

How does Mitsuki look while in Ultimate Persona form? *shrugs again* I leave that to your imagination.