AN1: Wow, four positive reviews from Twisting the Hellmouth in about six or so hours. Nice, for that was about four hundred percent more then I was expecting for such a silly piece of work. Anyways, here's the next chapter for your viewing pleasure!

AN2: Version 2.0: Changed the name of the M'Kraan Crystal to its proper name and made some other minor corrections.

A PHOENIX WILL ALWAYS RISE

CHAPTER ONE

FRUSTRATIONS ABOUND

In the blackness of space: inside of a really beat-up space ship

Lilandra cursed her stupid and insane, can't forget the insanity part, brother, and she truly cursed the blindly fanatical Imperial Guard that served him at this moment. Couldn't they see that she had only done what had needed to be done? Didn't they know just how unstable and insane her brother truly was? Didn't they care that what he had been about to do had been forbidden to all of the rulers of the Empire for as long as they had been selected as the Guardians of the M'Kraan Crystal? Obviously the answers to all of her questions were a big fat no as on her viewing monitor the head of the Imperial Guard appeared and stated "Princess Lilandra, please stop running and surrender yourself before I must do something that I will forever regret."

"Gladiator, I refuse to allow my insane brother to become even more of a tyrant then he already is by using the M'Kraan Crystal to further his mad schemes. And I am ashamed that you of all beings would so willingly follow his mad dreams. What has our empire come to?" Lilandra spat back in her fury.

"I must do as the Emperor wills my lady. And I will use force if necessary to retrieve the crystal and return it to the Emperor." The Gladiator sadly replied.

"Oh, it will be very necessary, of that I can assure you." Lilandra shouted out as she cut the transmission.

'Charles?' Lilandra mentally called out to the being that she had psychically reached out to while running in space. 'I really hope that everything is ready for my arrival, for I'm going to be coming in hot and fast with trouble right behind me.'

'I, and my X-Men, will be here, and we will be ready to help you when you land. I am sure that we can help you.' Charles Xavier reassured the frantic Lilandra.

Can anyone say, 'Famous Last Words?' I knew you could.

In some woods in upstate New York: about two and a half hours later

The Gladiator was rather pissed off at this moment. Lilandra had run to some stupid no name shit-hole of a backwater planet, they had only recently reached their own moon for the Emperor's sake, and she had somehow seemed to immediately find some willing allies to support her treacherous cause, and he really did not expect them to last that long. But sadly he was wrong.

While individually they were no match for him, together they were formidable enough to stall him for a good while, but now only three were left standing, the short one with claws, the tough female fighter and "BOOM!" The Gladiator flew backwards as yet another bolt lighting struck him in the chest, that damnable woman whom seemed to control this planets very weather. The Gladiator growled menacingly as he got up, this is a vastly underdeveloped planet damn it, why were the inhabitants so friken tough then.

As he batted the short one away into and through a tree, yet again, and after seeing the short one rise while his wounds quickly healed up, yet again, The Gladiator growled out in frustration and then his day got worse, if that was even possible, for the natives were getting reinforcements! That was all he needed!

Picking up a downed tree and chucking it through the primitive aircraft, he turned around and then he finally saw his target, Lilandra was standing next to a man in a chair, and why was he sitting in a chair in the middle of a battle field! With a standing woman and the downed foes he had already vanquished.

The world narrowed down to just him and her for him as he sped towards her in the air, only to resoundly crash into a force field. 'Argh! This planet shouldn't even have the technology necessary to make a portable force field generator! Let alone one of such strength!' He thought, but as he shook his head to clear it, he noticed that the force field, and the other female, suddenly fell.

Standing with a feral grin, The Gladiator stood up and advanced on his quarry, and he was no longer in any mood to be gentle, when two things happened, one was that the survivors of the downed aircraft appeared, which only hasted his movements, but two and more importantly was the fact that the M'Kraan Crystal suddenly leapt out of Lilandra's grasp and started to glow a bright shade of pink. Rushing towards the now floating crystal, he then stopped in wonderment as it started to both grow and change its shape from a glowing pink double fist sized rock and into a small, humanoid shape. And then with a flash, he was looking at what appeared to be a small female native of this planet that was staring at him with a rather blank expression.

The Gladiator growled in his now supreme frustration for the umpteenth time this day and shouted out "Who are you and what have you done with the M'Kraan Crystal!"

The small female blinked and then said "Oh, I'm sorry, but it looks like I now AM the crystal. Gee, thanks for NO explanation about that part Phoenix. Sheesh, stupid cosmic powers in their itty-bitty living spaces whom like to pull surprises out of their asses." The small, and obviously insane, female muttered. "Oh, and I am like, so not going back with you."

The Gladiator lunged for her, while shouting out "You will…" and then his shout was silenced, as the small females hand was in the shape of a fist, and protruding out of his back with his heart clenched in it. And as the light dimmed for him and his vision blurred, he heard her mutter out "Wow, I expected that to be a little harder. How much of an upgrade did I get?" And then all faded into the final blackness of death for him.

EAN1: Well, sorry for the shortness of the chapter, but honestly this was all I wanted to put in this chapter, I had just thought the fight scene would be a little bit longer. Ah well, what can you do? I'll introduce Buffy to Lilandra, The X-Men, and their oh so mysterious back-up in the next chapter. See you then!

EAN2: Yes, I supremely buffed up Buffy, and killed off the Gladiator in his first chapter. For one, it is of my personal opinion that those whom the Phoenix Force enhances only gets a few standard powers from it its self, and the rest of their power-up comes from whatever they had as powers beforehand. So, it this here ficy Buffy going to be like a mini-hulk, with access to cosmic fire, and a few other 'standard' Phoenix powers, such as, ah I'll just let you just discover them in the fic. And as to two, my killing off the Gladiator so easily and quickly, what can I say but the plot demands it. Thanks for reading this, and bye for now!