Disclaimer: I don't own Sky High.

Summary: The Mad Professor and Blossom have taken over the world, and for three years their reign has been undefeated. The world has changed, and one of the last heroic rebels may not be the saviour everyone was hoping for. Layla/Warren

Author note: this will be a Tale of Chaos, but as you may already see from the summary, it is going to be very different from the others. Hoping this will be a shorter fic than Mother Nature.

Read on, oh faithful ones.

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Chapter One

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Despite her role in saving the school (and really, the whole of Maxville) in her first year at Sky High, Principal Powers had not allowed Layla to be changed to the Hero track. Coach Boomer refused to believe that she had powers of any kind, even though she'd offered to show him. Apparently, Will's bump up to the Hero track had only been achieved due to the amount of witnesses that had seen him power up. Since that incident, nearly all of the Sidekicks at Sky High had propositioned Principal Powers, certain that their own powers were worthy of being Heroes too. By the time Royal Pain's attempted takeover and subsequent defeat had been and gone, both Principal Powers and Coach Boomer were fed up with Sidekicks attempting to thwart the system that had placed them in their status, and they'd both agreed to not let any more Sidekicks try out for the Hero track. So when Layla queried Principal Powers two weeks after saving Sky High, she received nothing but a terse and firm negative reply. From here on out, no one would be allowed to switch tracks. Quelling her desire to make the school grounds into a jungle, Layla nodded and left, thinking that she understood their reasoning and could rationally accept her fate to stay as a Sidekick. She did understand, but as she found out in three months time, Layla definitely hadn't accepted her fate, and certainly not in the rational manner she thought she had.

Wendy Walker, a girl who could manipulate the weather, was threatening to hit Zach with a lightning bolt after he'd bumped into her in the cafeteria and she'd spilled her food over herself. Magenta, who hated bullying of any kind - even if her ex-boyfriend was the target - had started to get angry. The clouds around the school darkened as Wendy's power grew, and Magenta had started to shake in anger. Her anger enveloped her, and she jumped up and attacked Wendy. As she'd done so, her entire body shifted to that of a lion, and the roar that she emitted could be heard over the crash of thunder. That very afternoon, Magenta had been switched to the Hero track. At first, Layla told herself that she didn't mind, that Magenta hadn't really meant to change in front of everyone, and she even told herself that she was happy for Magenta. But the feelings of betrayal by both her friend and the educational institution were there, and they were beginning to grow.

Layla found that she couldn't look at Magenta for very long without her hands clenching into fists. She couldn't look at Coach Boomer during Save the Citizen, keeping her eyes firmly on the players that Will and Warren continued to defeat. During assembly, Layla couldn't even bring herself to listen to what Principal Powers was saying, and had Ethan and Zach reiterate anything important for her.

Her mother had seen the cold look in her eyes when talking of Sky High, and so Jenny had tried to talk to Layla about it, just as she'd done when Will and Layla had broken up. Layla had simply mentioned that Magenta had been changed to the Hero track, and she felt as though she was losing her friend. Jenny had felt somewhat relieved that it wasn't anything more sinister and hugged her daughter, telling Layla that she could always make new friends if Magenta wasn't good enough to stay friends with her. Layla had forced herself to smile, thanked her mother for her advice, despite thinking that her mother must have forgotten about the cliques that formed in Sky High. People had already chosen their friends in the first week of their freshman year, and that wouldn't change. Unless, of course, they had been changed to the Hero track like Will and Magenta.

With Will and Magenta off in the Hero track, with their own assignments and work so different from theirs, Layla, Zach and Ethan saw less of them as time passed. The former two made new friends, joined new cliques, and it wasn't long before Will and Magenta became a couple, seemingly forgetting all about their Sidekick friends, just as Will had done when Gwen Grayson paid him attention.

Layla had gone to The Paper Lantern the night Will and Magenta became a couple, every daisy on every table withering the moment she stepped inside the restaurant. It was Warren's night off, but Mr. Medulla was at the restaurant, waiting for his lovely blonde girlfriends for their date. The restaurant was full, and the only other seat was at Mr. Medulla's table, who was alternating between looking at his watch and phone every few minutes, a frown on his face. Layla had gone over to him, asking boldly if she could sit with him. She promised to leave the moment his date arrived, as she just wanted somewhere to sit down and eat quickly. Startled at seeing one of his students, Mr. Medulla had simply nodded and then returned to checking his watch and phone. A wail of sirens passing the restaurant had a few people looking out of the window briefly, but most returned to their meals. Bored while waiting for her food to arrive, Layla began to make the daisy on the table wilt and brighten, taking it closer to the point of death each time she did so. Distracted from his phone and watch, Mr. Medulla watched the Sidekick coerced the plant to life and death, alternating between the two with precision and control that most senior Heroes lacked. Cautious - and knowing all too well what had happened that day between Mr. Stronghold and Miss Yolanda - he asked why she was still a Sidekick with her sort of power. Layla had been emotional to begin with, but Mr. Medulla's surprisingly kind words had her spilling her entire story from rescuing the school the year before to being refused a Hero test, to Will and Magenta getting together.

Mr. Medulla's phone rang as she finished her tale, and from his expression, Layla could tell that it was bad news. He hung up and left the restaurant as fast as he could, not even remembering to pay for the entree he'd eaten while waiting for his girlfriends. Layla paid for both bills and left soon after, wondering what had happened to make him look so distraught. She found out the answer the next day when Ellie the dog brought the newspaper in; both of Mr. Medulla's girlfriends had been in a car accident and died on impact.

The death of his girlfriends had been the catalyst, and the small kernel of loathing for the muscle-bound superheroes who had ended up on cereal boxes instead of him had engulfed him until he'd attempted to take his own life by drinking one of his experiments. Unfortunately for everyone else, it had released dormant genes similar to Jekyll and Hyde. Except in this case, it completely eradicated Jekyll, and the Mad Professor was born.

For months before the Mad Professor's takeover of Maxville, whispers had abounded through Sky High of a new villain who was recruiting. Most took no notice of the whispers, too encompassed in their own problems and lives to risk becoming the next Royal Pain in Maxville's Super Penitentiary. However, there were a few that paid more attention to the whispers than others, the promise of the future filling their minds until it was all they could think of. In the entire student population of nearly 200 people, 5 people followed the whispers to their source: Mr. Medulla.

Layla had been the first person to seek Mr. Medulla out. Soon, an extracurricular class was created at Sky High to allow students to use the gym to train for Save the Citizen. Unlike most school clubs, this one was by invitation only, and under the Mad Professor's guidance, those 5 people became 25. They fought amongst themselves, making their way up the hierarchy that he had created. In the school hallways, the sight of a junior nodding in respect to a freshman or a senior doing the bidding of a sophomore perplexed most of the students, but those that knew and understood why they had done so simply smiled and moved on.

The Mad Professor tested each and every one of his recruits to ensure that they would not fail him when the time came, and after the tests, he allowed only 20 to remain. Silencing the other 5 was not too difficult; a quick mix of chemicals altered their memories to the point where they almost forgot his name. Within a matter of weeks, the final hierarchy was set, and only formal challenges could change the positioning of the recruits. Most seemed happy with their position, although he watched with cold eyes as some of the more ambitious, the more angry, desperate, and emotional recruits fought for the top position against his second-in-command. The Mad Professor doubted that any of them were emotional enough to best Layla Williams, but it was interesting to see them try only to fail time and time again.

Finally, as the next school year was coming to an end, and people were beginning to take note of the whispers, the Mad Professor declared that the time had come. He had waited far too long for this moment, to finally be the one known and recognised, to be the one that everyone looked up to, admired, respected. The time for them to take over Maxville had arrived. The Mad Professor unleashed a torrent of chemicals into the air, and within a matter of days, most of the world's population became sick. Supers and humans were affected alike, and there was nothing that they could do to stave off the epidemic. Quarantines were created uselessly, people took every drug, vitamin and herb to try and get rid of the flu, but nothing helped or stopped the onslaught. Only a select few had been given the antidote to the chemicals that had been released, and a number of people were naturally immune. Within a matter of weeks, people who had only had started off with flu-like symptoms had died suddenly and without an apparent cause.

The Mad Professor claimed responsibility for the sickness, and barely had to wait a week before the Commander and Jetstream challenged him. Accepting their challenge, the Mad Professor let the two superheroes know exactly where he was, knowing it wouldn't take very long for them to come for him. He created a field around his lair, making the gravity much heavier, effectively grounding Jetstream. Blossom, as Layla was now known, had littered the path with thorny bushes and poisonous plants that Jetstream and the Commander had no choice but to walk over. Despite his strength making him almost invincible, the Commander was still human, still covered in flesh, and still susceptible to thorns and poisons entering his bloodstream. The toxins within the forcefield were also working towards weakening them, and by the time the two heroes made it to the laboratory where the Mad Professor and Blossom were, they had been reduced to nothing more than mortals in lycra. They were defeated in a matter of minutes, unable to withstand the attacks from the Mad Professor's recruits, nearly all of whom had been given the antidote. Blossom - the only one who hadn't been given an antidote - was standing with the Mad Professor in an adjoining room, watching as Jetstream and the Commander were defeated.

Most of the heroes had relied on the Commander and Jetstream to defeat the villains. But now that their saviours had been defeated, other heroes decided to fight. They'd all used traditional means of rushing into things with powers blazing; very few had thought their tactics and strategy through, and not one had won. Those that didn't offer to fight were left for the moment, and the Mad Professor's reign began with Blossom slowly dying beside him.

Months after releasing the toxins, the world's population drastically reduced, the Mad Professor and his recruits came forward to claim responsibility to the rest of the world, and to provide proof of the antidote. From the white pallor of her skin, and the life support she'd been put on, it was obvious that Blossom had no natural immune system against the toxic chemicals. But on live television that was broadcast across the globe, the Mad Professor cured her with a single drop of his antidote. Countries came forward to demand, bribe, and beg for the antidote. The Mad Professor refused them all, and when war was declared against him by both supers and humans, he threatened to release the second wave of the chemicals: this one was so pure that it would attack anyone with a natural immunity to the first wave. Realising that they couldn't risk what was left of their populations, one by one, countries slowly retreated to try and live their lives with whatever - and whoever - they had left.

With Blossom as second in command, the plants withered and the trees died in a matter of months. No plant life could withstand her power, and the earth was soon brown and barren. The Mad Professor had done something to her power, experimented on her (some said unwillingly, others said it was her idea), and she was so powerful that she didn't even need to be on the same continent to unleash her devastating power on the hapless flora.

Enraged at their governments' decisions, groups of rebels joined together, some super and some not, in order to attack the Mad Professor and get the antidote for themselves. They trained in secret for months, knowing that they weren't strong enough to take him on and win at their present ability. Six months after his first release of the toxins, the rebels went to Maxville, banding together to attack. They didn't get far. With Layla cured and well again, the earth itself fought against them, vines holding some back, trees propelling others into the sky, and those who passed the other booby traps that were set around the Mad Professor's laboratory and lair were met with a forest of poisonous plants, trees, shrubs, and other foliage. Quicksand, arrows, lasers, all manner of deterrent came out of the walls, and yet, some were still lucky enough to get passed it. Thinking themselves stronger and smarter than their opposition, the rebels failed to realise that their breathing was becoming laboured in the passages to the laboratory. The pure chemicals that the Mad Professor had revealed on live TV were slowly seeping their way into the passages, and a few of them began to cough, even as the laboratory came into sight. Those that were left ran the last few metres, only to discover an empty laboratory. No antidote, no papers, nothing to say that the place had even been occupied. Then a TV screen switched on, and the Mad Professor appeared, Blossom beside him. The Mad Professor congratulated them on making it this far, and then with an evil smirk, began to tell the rebels of their folly. By entering the sealed passages and destroying the plant life that blocked their way, the rebels had actually released the pure toxins into the atmosphere. They had just killed what was left of humanity, he added with a final evil cackle. The rebels were too sick to answer, most already on the floor clutching their stomach or trying to tear off their own skin to stop the pain. Blossom and the Mad Professor watched as the rebels died slowly in the abandoned laboratory. The rebels entry had been broadcast across the globe, interrupting all scheduled programming without so much as a warning. The world knew that their days were numbered.

Of course, with the pure toxins released into the atmosphere, the rest of the world's population would have been annihilated. When it was obvious to see that their medicinal companies weren't going to be able to create their own antidote in time, the countries governments came forward once more. This time, they didn't bother to demand or threaten, but simply begged for the antidote. In exchange for the reign of each country, the Mad Professor released a controlled amount of the antidote into the atmosphere, a forcefield ensuring that the cure would not go beyond the country's border. Some were quick to comply, others look a few months, but eventually, they all succumbed. By the time the Mad Professor had control over every country in the world, the global population had been reduced to one billion people.

Now rulers of the world itself, the Mad Professor and Blossom had gathered quite a following. Some people had joined for the power, others so they could be on the side they knew would win, but there were a select few who had joined because they truly believed in the future that the Mad Professor had promised them.

Yet, there were some who still rebelled against the reigning supervillains, and trained in secret so that one day, they could overthrow the tyrannical leaders.

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End of the first chapter.

Thank you for reading; hope you liked it.