I own nothing. Enjoy!


Area-Aile(1): The Girl's Lullaby

Omega blocked the attack, pushing the Aile back. The being landed and tried lashing out again, but it was instead intercepted by Omega slicing it in half. The two halves fell to the ground and melted, Omega laughed.

"Is that all you could do?"

"Omega, I would not tempt those things."

"Come on, can I not have a little fun gloat-"

Omega would have finished his sentence, if not for the fact that he was tackled by several of the Aile lookalikes. He was pushed to the ground as more of the Ailes swarmed jumped onto him. For a few moments the pile struggled to keep Omega at bay, and then they exploded.

Fragments of the Ailes flew everywhere and evaporated as Omega stood. He sighed and wiped some of the goo from the Ailes from his face as he turned to the Mother Elf.

"Now, was there anything to worry about?"

The Mother Elf didn't signify his statement with a responce, she simply pointed behind him. Omega groaned and turned to see more Ailes raise from the ground. Deactivating his saber, Omega's fist began to glow violet. He rushed forward, as did the Ailes. Punching the ground, Omega unleashed several large orbs of energy that shredded the Ailes. He turned to the Mother Elf as the remaining Ailes evaporated.

"Quick, while they are distracted! Allow me access to Aile's heart!"

The Mother Elf nodded and spread her arms as a white energy surrounded her, the orb started to shake as her energy began to react to it. More Ailes pulled themselves from the ground, more than Omega could destroy.

It wasn't long before there was seemingly an army of Ailes that started attacking Omega.


Area-D(3): Slither Inc. (Serpent's Throne)

Serpent cackled like a maniac as he fired shots from his Knuckle Buster, forcing Aile to focus more on dodging than actually fighting Serpent.

"I do understand that you like to dance, but please, I am getting bored."

Aile's responce was a fully charged shot to Serpent's stomach. The massive Repliroid forced himself to smile as he ignored the pain while his armor began piecing itself back together. Continuing his barrage of plasma shots Serpent decided to start walking forward. His energy began to break the floor underneath him with every step.

"I am invincible while I control the power of Model W, what makes you think I shall concede defeat?"

Aile roared as she dashed towards Serpent, the man smiled, his override activating as he closed his empty hand into a fist. Aile had gotten several close to Serpent, close enough for him to see the cracks in her visor. That is when he struck.

Serpent performed a vertical spin kick that hit Aile in the chest and sent her flying, as she came back down he followed up his attack with an uppercut that was shrouded in his energy. The attack connected, again launching Aile into the air. The girl was stunned as she crashed onto the floor. Struggling Aile pulled herself onto her elbows, looking forward she saw that Serpent had vanished.

She was about to stand back up when she was suddenly slammed into the ground by Serpent, who performed a downwards kick while the girl was distracted. The Repliroid repeated this attack, causing Aile to be pushed into a small crater. Following the fifth or sixth attack, Serpent jumped out of the hole and walked back to his throne.

"I keep telling you, I am invincible. Even a feral child such as yourself should realize the truth."

Serpent turned and watched as Aile pulled herself out of the hole, her armor was broken and her aura was gone, Her visor was even broken in such a way for Serpent to see the strain on her face. Serpent spread his arms wide and laughed as Aile collapsed onto the floor, breathing heavily.

"What is this? Is the little abomination tuckered out already? I really expected more of a fight, I transformed and everything."

Aile's hand shook as she raised it, her buster forming in a damaged state. She was about to pull the trigger, but the buster was shot out of her hand by Serpent. The repliroid chuckled as he seated himself on his throne. Serpent then motioned to the massive windows that were located behind him and the W Core.

"Now now, just allow yourself to slip into death's embrace and watch as the world sacrifices itself to Model W."

At the moment, that was all Aile could manage to do.


Area-D(3): Slither Inc. (Fourth Floor)

The small group had finally reached the fourth block of the tower. Any enemies that were left after Aile's rampage ran in fear, those who didn't were quickly dealt with. Each of the members of the small group were on edge, especially when Mère informed the group that one of the energy signals had dropped suddenly.

They all prayed that it was Serpent's she was sensing.

Coming to what remained of the door, they passed through it into a massive room that housed the W Core. Each of them readied their weapons when they heard Serpent laugh.

"Oh? Do I have more visitors to play with? Is it my birthday?"

"Where is Aile?!"

"Why that little one tuckered herself out before I even had a chance to test this new form."

Prairie growled as she raised her buster, her armor flashed into its white mode. Serpent's smile only split his face even more than what it already had.

"Give me an answer."

"Why she is laying before your feet, can you not see?"

The group looked down, and Prairie stifled a gasp at the sight. Laying on the ground was a severely damaged Aile. Yuki ran to the downed warrior to give assistance. Zero looked off to the side and saw the crater.

"Does anyone else see the Aile-shaped hole in the floor?"

Giro and Prairie gulped as Serpent rose from his throne, his override activating as he walked towards them. He cricked his neck as his smile, which seemed physically impossible, became wider and toothier.

"Now, let us see if you can hold more of a challenge than your little abomination."


Area-Aile(1): The Girl's Lullaby

Omega swore loudly as the Ailes piled on top of him again. The Mother Elf also had problems, for the Ailes were starting to swarm her, seemingly to stop her from using her powers. When Omega got his head free from one's choke hold he shouted a question.

"What are these things?!"

"They are the last line of defense to the Memorium Code, they must be reacting to the disturbance created by your power!"

Omega roared as he exploded the Ailes covering him, turning his buster on the group surrounding the Mother Elf he fired, vaporizing them all. He panted as he stood while the remains evaporated.

"Not that strong are they?"

"Alone no, but they will not stop replicating until the threat has been eradicated."

"Lovely."

As the two finished talking, the goo began forming more and more Ailes. Omega wheezed as he drew his saber and the Mother Elf began to open the Orb again. One of the Ailes that had fully formed screeched and lunged at the Mother Elf, Omega cut it down before it even got close.

"If they are reacting to my power, why would they be aiming for you."

"I am trying to open the Memorium Code for you to access it, they know this. They may believe that I am a threat while doing this."

"So protect you until the Orb is open? I think I can manage."

"Yes, but you only have one chance at merging with Aile, I cannot keep it open for long without risking exposure to that beast."

Omega nodded and activated his override mode, the Ailes started swarming as his saber became charged. A vicious look flashed across his face as he started running towards the army of his sister's copies.


Area-D(3): Slither Inc. (Serpent's Throne)

Serpent hissed as he tried to hide his pain. His arm was just sliced off and he was being bombarded by Prairie's Overdrive shots. His body was regenerating his more grievous wounds, but it was still hurting him none the less.

"What's wrong Serpent? Can't keep up!?""

The man laughed when he heard Mère shout that insult. He fell to his knee as Giro, Yuki and Zero began unleashing their saber dance techniques. Serpent was trying to stay calm and collected, but fury was slowly growing inside.

"No, I can keep up, just because it is four against one does not mean I shall fall that easily."

Zero and Giro prepared their final attack while Prairie began to supercharge her next shot, and Yuki while she began to initiate her Override. There was a split second opening, and Serpent took advantage of it.

Slamming his good arm into the ground he unleashed a shockwave that knocked the three blade wielders to the ground, Prairie fired her shot, but Serpent caught it. The blast vaporized his had, but he managed to stop it.

Serpent stood as wires formed from his missing limbs, his armor pieced its remains together while the wires wrapped around themselves to form a new arm and hand. When this was complete the warriors moved back as Serpent admired his new parts.

"Gyahaha. It would seem that while the W Core is still alive, I cannot be killed. This makes for an interesting discovery."

"It doesn't matter if you can regenerate forever, we just need to delay you long enough to destroy the Core."

Serpent turned his eyes onto Yuki as he spread his arms wide.

"Does it not occur to you that if you manage to destroy the W Core, all things connected to it will die, this means you will disappear."

Yuki stepped forward and aimed her rapier at Serpent's heart, her expression told Serpent of her answer before she even spoke.

"If it comes to that to destroy its influence and avenge her for what you have done, then I will gladly cast my life away."

Do I not get a say in the matter?!

Do not interrupt her X-w, if this is to happen as such, there is nothing we can do about it.

The Livemetal huffed as Serpent began to advance towards the group, his energy making the group uneasy. Holding firm they didn't even flinch when Serpent began his charge.


Area-Aile(1): The Girl's Lullaby

Omega and the Mother Elf's situation was getting worse by the second. There was now what seemed to be an ocean of Ailes. Omega tried with all of his might to reduce their numbers, but every time he destroyed one, at least ten more took its place. His attention was split between dealing with the newly spawning enemies and defending the Mother Elf.

The Orb had begun to open, the process resembling the blooming of a flower as large pats of it slid away.

The Mother Elf tried to concentrate on opening the Orb further than it already had, trying to force her instincts to want to save Omega out of her mind. As much as she didn't want to, she had to ignore her son's pained cries. Omega was then knocked back, his armor smoking from the Ailes' newly acquired acidic properties.

"Are you almost done yet?"

"Almost, just give me a few more minutes."

"You have two, that good enough?"

"It will have to be."

Omega gave a pained groan as he raised his saber, the Ailes surrounded them, each now forming blades on their arms. The crimson Repliroid actually laughed as they inched closer.

"Scratch that previous estimate, we got one."


Area-D(3): Slither Inc. (Serpent's Throne)

Serpent was rather enjoying the fight, minus the point in which he almost gave over to his rage, it was a good fight. He chuckled and grabbed Yuki by her head and threw her at the advancing Zero. The two Repliroids flew back when they collided. Zero managed to get back onto his feet rather quickly, only to meet the full force of Serpent's Knuckle Buster.

The red Repliroid managed to block the shots, but he was forced to his knees as Serpent unleashed more suppression fire. Prairie, trying to lighten the load on Zero, fired charged shots repeatedly. To her horror Serpent merely rose his free hand and started blocking the attacks.

Giro suddenly appeared next to her wearing his black armor. He dashed past her while charging his saber. He then unleashed several high powered slashes into Serpent's torso. The giant groaned as he stopped firing. Lowering his hands he instead proceeded to kick Giro, the attack sent the smaller repliroid flying.

Serpent, while his guard was dropped, was then pelted by Prairie's charge shots. The giant Repliroid groaned as the shots again ripped his armor apart. The rest of the small team managed to get back up as Prairie's buster started smoking from overuse. Her arm reverted back to normal as Serpent's armor again began to rebuild itself.

The three swordsmen then began to ready their strongest attacks while Prairie turned to Mère with a look of concern.

"How do we stop him?"

"I don't know, while he is hooked up to the W-Core, he can regenerate indefinitely. All we can hope is that this ability is not infinite."

Prairie gritted her teeth as Serpent punched the three warriors away, managing to punch Giro into the floor. She reached for the saber hilt at her waist, but she was stopped by Mère placing a hand on her shoulder, Prairie looked back to see Mère shaking her head.

"No, your armor is not as resilient as theirs, you cannot handle the damage you would take from direct combat. Stay back and give cover fire when necessary."

Prairie frowned as she pulled her arm out of Mère's grasp. Pulling out her saber she activated it while Mère stood and watched in worry.

"That may be a good plan Mère, but if I can help, I will do everything I can."

With that Prairie dashed into the conflict, Mère simply stood there stunned.


Area-Aile(1): The Girl's Lullaby

Omega shouted as one of The Aile's stabbed him in the stomach. He wobbled backwards as he held his wound, blood graciously dripped through his fingers as he tried to avoid another attack. Turning his attention quickly to the orb he noticed that its shell was almost fully open. He related its shape to the flower that was the core of the Guardian Base. He didn't have much time to ponder this though for he was punched in the face.

Rage flowed through his veins, but he managed to control himself as he punched through the Aile that had attacked him.

"Why is it that I, wielder of the powers of absolute destruction, is getting my rear handed to me?"

"Even you cannot hold off an army alone for extended periods of time Omega. If you could, that would make you something akin to a god."

Omega was about to make a joke about his title when he was cut off by a large energy pulse that passed through everything. The Aile's around him turned to the orb as another layer was peeled back, Omega could see the outline of something in the Orb and knew that it was almost opened. The Aile's also seemed to know this for they turned to the Mother Elf and began advancing on her.

Omega launched an ice wave that sliced some of the Ailes into pieces, but more simply erupted from the ground.

"Omega, you need to start heading towards the Orb, when its core is fully exposed you need to merge yourself to it."

"What about you?"

"Don't worry, Even if they focus on me, I will not die from this. My only concern right now is to focus on keeping the Core open."

Omega nodded and turned to the advancing wall of Ailes, his override activated as he summoned is buster rifle. Charging both weapons he roared and charged into the army.

Slashing and shooting into the body of Ailes he roared as more and more began to swarm him. His armor began to hiss with steam, and blood began dripping out of every newly opened wound as the Aile's attacks tore into him. The Mother Elf was also being attacked by the Ailes, but she did her best to stand and finish what she had started.

Omega again shouted in pain as the swarm began to surround him, pushing him back as he struggled to go forward. They surged around him like water, he struggled to simply put his foot down in front of the other.

He roared when he saw the final layer of the Orb peel back to reveal the core. His eyes widened as he made sense of what the core was.

It was Aile.

She sat at the center of the Orb with her arms wrapped around her legs. New energy filled him to push forward. He had to reach her, before either the Ailes killed him, or the Beast managing to fuse with her first. Fear flooded him as he pulled his melted arm out of the grasp of an Aile, he then did the only thing that he could think to do in desperation.

"AILE!"


Area-D(3): Slither Inc. (Serpent's Throne)

AILE!

Aile twitched, thought breaking through the red haze that had filled her mind. With sense returning to her, so did the pain, it hit her like a ton of bricks.

"Ow..."

Lifting her head, she blinked, trying to clear the blurriness. The room was wrecked, fires had broken out in some parts of the room, debris littered the floor. Forcing herself up filled her with even more pain. Gritting her teeth she pulled herself onto her elbow, dizziness then found its way into her mind.

"This just isn't my day."

Her attention was suddenly pulled away from her pain as an explosion ripped through the room. Looking up she was met with the sight of Serpent trying to defend himself from the assault from a white clad warrior and their blade. She thought that it could be Yuki, but the shape of the armor was off.

AILE!

"Brother? What is it?"

She received no answer, but ignoring the sudden feeling of emptiness she returned her attention to the two fighting repliroids as she pulled herself off of the floor. The white clad warrior performed a jump slash that Serpent narrowly avoided. Serpent then punched the smaller fighter in the stomach, forcing them back.

Taking her curious eyes away from the battle she looked over the rest of the room. She soon spotted Giro, Yuki, and Zero in different parts of the room. Giro was resting against a slab of metal, Yuki was hanging in a bunch of cables coming from the ceiling, and Zero was laying in a crater. She feared that they may not be alright, but her attention was torn away from them as the sound of another explosion made her return her attention to the fight.

Serpent had the white clad warrior pinned, his fist was pushing against their saber. The warrior was trying to push back, but Aile could tell that Serpent was overpowering them.

"Well, you lasted longer than your friends, little commander. However, I doubt you can last much longer."

Little commander? Wait, the warrior was Prairie?! Aile felt a little awe struck as she saw Prairie push back against Serpent.

"I have to stop you. I am the only one standing."

"And even that fact won't be true for long."

Aile tried to stand, but her legs failed her. She needed to move now more than ever, and her body felt dead. It wasn't helping that her heart and head felt like they were both going to explode.

Aile!

Aile closed her eyes and put her hand to her head as the pain increased. It was becoming rather annoying that this seemed to happen to her whenever she took so much damage, but it happening now was not something she needed.

AILE WAKE UP!


Area-Aile(1): The Girl's Lullaby

Omega hissed as he managed to take another step forward, trying with all his might to prevent the wave of Ailes to push him back. He did not understand why he kept calling out to his sister, perhaps out of some dire need to hear from her, to know that she was alright. Whatever the reason he allowed it to fuel him.

"Omega, you must hurry! I cannot keep it open much longer!"

Omega swore loudly, again managing to get closer to the Orb and Aile. He raised his hand, trying to reach his sister. The Ailes noticed this and began wrapping themselves around him, steam again began rising from his armor as they tried to melt him.

"Aile, please! Wake up!"

Much to Omega's relief, Aile shook. She opened her eyes and looked at Omega, he could see that her eyes were glazed over. This told him that he was getting through, but she wasn't fully awakened.

"Aile, come on, you need to wake up and take my hand."

He winced as more of the Ailes began swarming him. She kept eye contact with him, but she still didn't give him a response. In a desperate attempt to free himself and give him more room to maneuver, Omega flared his energy once more.

He roared in pain as the Ailes around him dissolved. He took a step forward as steam erupted from the goo underneath him from the extreme heat of his aura. He took a step and another, each time he did the Ailes covered him, only to be evaporated.

"Aile, I beg of you, wake up."

He held out his hand again, walking closer and closer to the girl. She watched him with steady eyes as more and more Ailes were destroyed. He was in reach of the Orb, so close to saving her, but then his energy faltered. He fell to his knees as his aura vanished. All of his energy spent, he once again lifted his hand towards the girl. There was some semblance of understanding in her eyes for she began to move her hand towards his.

He almost had it, when he was suddenly swarmed by a mass of Ailes. The swallowed him up like water, he sank into their embrace as painful thoughts coursed through his mind.

He was so close, and he failed, how could he have failed her?

However, before he fully sank beneath his hand was grabbed. No thought filled his mind as he was slowly pulled out of the ocean of goo. When his head breached the surface he slowly moved his eyes to what was holding his hand, what he saw caused him to smile.

Aile, seemingly fully aware, was hanging out of the Orb, gripping his hand and attempting to pull him towards her with all her strength. When she saw that he was still active she smiled.

"Hi Brother, I don't know where I am, but it looked like you needed some help."

Omega simply chuckled as he felt his body began to loose its form, its want to combine with the Orb was overriding his systems, but he held himself together to talk with her.

"It is not important Sis, let me just say that I am going to do something to help you."

"Well, alright, just be sure that we have a talk about this place when it is done."

Omega gave a bittersweet smile as his body finally stopped listening to him. Aile managed to pull him into the Orb and it sealed itself behind him. Once inside his body began to glow, he then started to break apart into energy particles.

"What's happening?"

"Don't worry, just relax, and promise me that you will be alright."

"I promise!"

Omega smiled again at Aile's naivete about what was going to happen. He nodded as his body finally broke apart fully. The particles condensing into a white orb that floated into Aile's hands. Once she grabbed it, the entire world around the Orb became bathed in light.

The Beast roared as it evaporated and the Ailes halted and vanished when they sensed that there was no longer a threat. The Mother Elf stood and smiled at the sight, tears slowly began to stream down her cheeks as the world faded into white.

"Rest in peace, my son, Omega."


Area-D(3): Slither Inc. (Serpent's Throne)

Prairie shouted as she was hit by Serpent's uppercut, she hit the floor hard enough to create a sizable dent in the metal. Serpent wiped the blood from his lips. He chuckled as Prairie's armor vanished, leaving her unprotected.

"I shall now end you. Even though I have enjoyed this little bout. It is time for my plans to flourish. And what better way than to feed the banes of my plans to the mighty Model W!"

Serpent leaned down and grabbed Prairie by the front of her shirt. Lifting her off of the ground he formed his hand into the Knuckle Buster, but instead of firing, he proceeded to concentrate the plasma into a sword. He raised it as he began to cackle.

"Farewell Chosen of X, for this is your end!"

As Serpent struck, an explosion of light blinded the both of them. Serpent felt wind rush past him as Prairie felt like she was being lifted away from the giant.

The light faded to reveal Aile in her H-Formation, wielding one of her energy rapiers in one hand, and holding Prairie in the other. Her visor opened to reveal Aile's furious expression. Serpent laughed as he turned towards the two.

"Oh? You're alive? I thought I told you to just sit and watch the world end."

"I made a promise to stop you. I shall not rest until you are dead under my boot."

Serpent cackled once more as he began walking towards the two, his blade shimmering with gold light.

"Well, I'll just have to kill you again."

He lunged, and Aile vanished. He landed and turned around, then sudden pain flooded his senses. Looking down he saw his arm slide off at the bicep. It fell to the floor and reverted into its non armored form. He hissed and looked up to see Aile glaring at him from across the room.

"Impressive, but that won't be enough to kill me."

Aile ignored him and turned to place Prairie onto the ground. When she thought she was okay she turned around and ignited her second rapier. She began walking towards Serpent as electricity began to crackle around her. Serpent also began to walk forward as his arm began to regenerate.

The two met in the middle of their stride Serpent looking down at the girl while Aile looked up into the madman's eyes. Their silence lasted only a moment, for Serpent let out a roar and tried to punch Aile. Aile jumped back and performed a sonic boom with her rapiers. The blast tore Serpent's arms off. The man staggered back as Aile continued her assault.

She tore into him with lightning almost as fast as his body could regenerate. She kept pushing him back, even though he tried to retaliate, he was taking to much damage to try and attack her outright. At one point during her assault Aile vanished and reappeared behind him.

She launched him into the air as her armor shifted into the H Armed Beast. She unleashed a tornado that kept Serpent in the air and also began to tear into him. After several agonizing moments of this Aile's body erupted into flames as she became the F-Formation.

Lifting her guns upward she changed them into their Cerberus modes and opened fire. Serpent groaned as the shots began to rip holes right through him. He fell to the ground as Aile's body again changed into the F's Armed Beast. She dashed forwards covered in flames and punched Serpent into a wall.

She jumped back and shifted into the L-Formation, Serpent pulled himself free and opened fire using both of his Knuckle Busters. Aile spun her Halberd, creating a shield of ice that simply absorbed the energy. Pushing forward the shield exploded into Ice Daggers that flew forward and impaled Serpent. She then leaped while ice surrounded her body as she transitioned into the Armed Beast of Ice. She clawed into Serpent like a shark tearing into its prey.

She then vanished and reappeared in the black armor of the P-Formation. Serpent spat up large quantities of blood as she formed several duplicates of herself. Each jumped up and charged a massive throwing star. Each of the clones threw the weapon, each hit their target, then each exploded into a shower of kunai. Serpent raised his arms and fired, each of the clones were hit and evaporated. Serpent actually managed to smile before he felt something behind him. Turning around he came face-to-face with the P Armed Beast. An armored Aile that had large shield like wings. Aile unfurled the wings and unleashed a massive wall of sound that tore Serpent apart.

Serpent fell to his knees, parts of himself falling to the floor. He looked up and smiled as he saw Aile drop to the floor, Her armor changing into her golden armor. She walked forward as her wings and Claymore formed. Bringing the blade up she slashed Serpent with a wave of red energy. This cut through Serpent's chest armor and again pushed him back.

Aile's armor then flashed as she turned into her white armor. She turned her gauntlets into their pulse cannon forms and opened fire. Each hit threatening to pull Serpent's limbs apart.

The giant Repliroid laughed as Aile continued to walk closer. He stood and turned his hands into their buster mode. Raising both he unloaded a hail of plasma shots at Aile. Everything around her exploded. Smoke filled her side of the battlefield, because there was no more movement Serpent allowed himself to smile as his wounds healed.

Serpent turned, wanting to go and rest on his throne while he finished repairing himself, but he was stopped by a flash of red light. Turning Serpent didn't have much time to react before his arm was blown off by a charge shot. The limb fell to the ground as Serpent held the stump. He turned, only to have his other arm shot off from the shoulder. He gritted his teeth in pain as another shot ripped through his thigh.

The giant fell as Aile walked out of the smoke. Her armor shining crimson as the white override wrapped around her. She raised her buster arm and fired again. The shot hit Serpent's chest, burning a hole straight through the armor. This flung the giant back across the floor as Aile's saber materialized.

She inched ever closer to Serpent as he tried to stand, agony filled every part of him as his body tried in vain to heal. Aile stopped as he looked up, the girl raised her saber as blue energy began to swirl around it. When the energy turned orange she attacked.

Slamming the blade onto the ground, cutting through Serpent in the process, caused energy to explode from the blade. Serpent staggered as she continued her assault. She slashed again, cutting him from his shoulder to his hip.

Serpent stumbled back as Aile prepared her final strike. Holding the blade behind her as it once again began charging. When that was finished Aile performed a powerful uppercut that split Serpent down the middle.

Explosions ripped through his body as the giant fell to his knees. His armor evaporated as the Livemetal's fragments fell to the ground. He hunched over as his body began to collapse under his weight. Aile put her saber away as she turned to the others.

Her override canceling itself as she made her way to Yuki and Prairie. Serpent began laughing as his mind shattered, Aile payed him no mind as she pulled Yuki out of the wires that bound her.

"Do you think this is over? You are sadly mistaken."

After shaking the white armored girl awake she turned a sinister glare at the downed maverick.

"Your body is damaged beyond even what the W fragment could heal. I doubt you will be anymore trouble."

Continuing the process of waking up her friends Aile did not notice the cables that were sliding towards Serpent. She managed to get Zero and Giro up as the first cable plugged into Serpent. He grunted in pain as more and more cables slowly plugged into his back, a bloody smile forming.

Aile turned towards Serpent as the rest of her friends moved to her sides. They all stared at the man as he began laughing.

"What is so funny Serpent?"

"As I said. This is not over."

With him saying that he was yanked from the floor as more and more cables plugged themselves into his body. The W-Core behind him began glowing in an unearthly light. The ground began to shake as massive walls of containers exploded from the floor everyone but Aile and Mère fell to the floor as the quakes became violent.

"Witness the power of Model W! Feast upon the souls of those who have given their souls to you!"

The canisters then exploded, releasing their contents. Several thousand Cyber-Elves flew from the canisters and then into the behemoth that was the W-Core. Aile growled as Serpent let loose another bought of insane massive metal construct behind him began to shake as more and more power was returned to it.

When every Cyber-Elf had been absorbed the construct became a gigantic white sphere. More and more wires and cables exploded from its surface and dug themselves into Serpent. When the man was almost fully covered with them he was then slowly pulled into the orb.

After he vanished under the orb's surface everyone heard Serpent scream in agony. Energy exploded from the orb, seemingly threatening to rip apart reality. Serpent's screams continued as the building began to collapse, Aile and the rest readied their weapons when a massive humanoid figure exploded from the orb. It pulled out two elongated arms as it hunched over.

To everyone's surprise the body of the humanoid began to expand and change shape. The screams that they had been hearing were then silenced as the beast slammed its arms back into the orb. The energy exploded, revealing a massive armored monster. Its body was the color of bone as gold plating and large orange spires adorned its body.

The beast's large upper body seemingly only supported by a thin black spinal column that connected to a large face like statue. Lifting its head the beast roared and the energy it unleashed tore the area around it apart. It then lowered its head as its eyes lit up with green spheres, it then started laughing in a eerie mechanical echo of a voice.

"Gyahaha. Behold the true power of Model W. With this form I am invincible."

"Serpent I have already proven that you can be defeated, must I prove it again?"

The monster let out another slow laugh as two giant hands materialized beside him. Each opened to face the group as their center opened up into two violet jewels. Their was a flash of light in them as all of the warriors fell to their knees, even the walls around them began to buckle under the energy.

"Grr, what is this? Can you manipulate gravity?!"

"No, my power is what you feeble insects are feeling. I have been granted powers that you can only imagine."

With that said, the monster opened its mouth and fired several energy orbs. Prairie shifted into her X armor and began firing. Each of her shots hit an orb, but instead of dissipating,the orbs multiplied and hit the ground around them. Explosions shook the already weak floor as the warriors were flung everywhere.

Aile pulled herself to her feet as her override activated. With a angry growl she raised her buster and unloaded at Serpent's upper body. Explosions covered the surface of the armor as Yuki and Giro stood, igniting their blades they unleashed multiple plasma waves into the base. Prairie and Zero charged their busters and targeted the spine. Mère created a black void and launched it at what ever wasn't being hit.

Each and every attack hit its target, Serpent's side of the room was filled with smoke. Aile growled when she heard the echoing laughter once again. She and the rest of the group could see several green spots starting to glow in the cloud.

"A good first try, but it was lacking something."

No one had time to react as a large oval shaped energy attack flew from the smoke. The attack struck Mère and exploded. When that smoke cleared it revealed that the girl was laying on the floor with parts of her body covered in violet colored crystals.

"Momma!"

"Now now, little child, has anyone told you not to turn your back to an enemy?"

As the sentence was finished, two large cables flew from the smoke and attacked Zero and Giro. The cables wrapped themselves around the two and started emitting an electric shock. The two fell to their knees, armor smoking, and passed out.

Spore like pellets were the next to launch from the smoke, they latched onto Yuki and detonated. The girl's armor evaporated as she too fell. Prairie and Aile looked to the smoke cloud as it dissipated. It revealed to them that Serpent still stood, with not even a dent in his armor. The monster cackled as he raised his arms.

"What is wrong? Have you finally realized that I cannot be stopped?"

Aile gritted her teeth as she swapped her gun for her saber. Prairie activated her Mythos transformation and also drew her blade. The monster simply chuckled.

With a enraged cry both warriors dashed forward. Both blades charging with high amounts of energy. Serpent swung one arm, they simply jumped over it as the two unleashed their attacks. Aile launched a multi elemental wave of energy while Prairie launched several dagger like projectiles.

The attacks hit Serpent, but to their horror, they simply bounced off of his armor. Serpent again chuckled as he punched the two with his larger hands. The two flew and landed. Aile's override was canceled while Prairie was forced back into basic X.

Aile stood, using her saber for support, as the monster opened a jewel on his spine. Gravity around her increased to the point where she could no longer stand. She gritted her teeth as Serpent's other arms slowly floated around her, drawing ever closer.

"Any last words before I extinguish your life?"

"Yeah! How about: 'You missed one!'"

Serpent's focus was taking off of Aile for a split second, and his face was hit by a charge shot. The monster roared as his upper body was flung back. Pulling himself back into a hunched position, Aile could see that one of is eyes was now a rather large hole. Serpent roared again as Aile turned her head to see Prairie, her buster smoking from the previous shot.

"Don't worry Aile, I got your back-"

To Aile's horror, Prairie was then smashed between both of Serpent's larger hands. She screamed Prairie's name as the hands split. Prairie stood there with an expression that seemed like a mixture of fear and confusion. Her armor slowly began to glow white as it exploded off of her. She soon fell to the ground, joining the others.

"Insolent brat. Oh well, it was fun while it lasted. Time to die Aile."

She couldn't move, the gravity around her was still to heavy. She could only watch as the arms once more encircled her, their jewels begining to glow. All of her friends were defeated, Serpent had the upper hand, she could do nothing. She closed her eyes, surrendering herself to her fate.

"Are you, of all people, giving up?"

Aile's eyes shot open as Serpent was struck by a red bolt of lightning. The beast roared as his focus was cut, the gravity soon followed.

"After making it this far, I wouldn't forgive you if you gave up!"

Large pillars of ice exploded around Serpent, impaling him and freezing some of his body armor.

"Falling to this pitiful excuse for firepower?! How can I even consider you my rival?"

Missive meteors of flame crashed into the parts of Serpent's body that were frozen. The weakened parts easily shattered and fell to the ground as he roared. Aile could only watch in surprise as Serpent started to collapse.

"There is no reason to falter now, not when you have accomplished so much."

Several large energy stars flew out of the darkness of the room and impaled Serpent, each breaking several of the glowing jewels in his armor. He again roared as he tried to locate his attackers.

I gave you the power you needed, there is no excuse for you to fall to this abomination.

Underneath and around Serpent then appeared large circular emblems. These emblems then exploded into columns of black light that melted through the rest of Serpent's armor. The monster roared in agitation as he raised the large hand that remained from the assault. He hovered it over Aile as energy began leaking from its damaged jewel.

"This will not save you! I will still end you!"

Right about when he brought down his hand, Aile felt herself lifted from the floor and pulled away in what seemed to be a fireball.

"Now lass, you can't let this madman put you down."

Looking up at her savior she locked eyes with Fistleo, who looked a bit worse for wear. The Falseroid landed away from Serpent and put Aile back into a standing position as his fires flared, Looking around she was then met with the sight of the four Guardians and Dark Aile, each staring down at Serpent with their weapons drawn.

"When did you all get here?"

We came when I finished repairing these four. I apologize for the wait.

Aile nodded at Dark Aile's response and turned to Fistleo, who looked down at her with a smile.

"How are you here? Didn't you die with the rest of the Falseroids?"

Fistleo let out a hearty laugh as he pounded his chest with one arm.

"There isn't a force on this earth that can keep this old cat down!"

Aile giggled as the Guardians and Dark Aile returned their attention to Serpent, who was already trying to repair himself.

"Aile, we are going to distract him. You need to get ready to deal the killing blow."

"How? Even with my upgraded power we were no match for him."

Harpuia smiled as he activated his thrusters, he turned to Fefnir and Leviathan as they put away their weapons.

"Okay, Dark Aile, Phantom, and I will try to buy you some time. You round up everyone else and bring them to Aile."

"Why would you need to bring them up here?"

Fistleo will explain, just hold on.

With that the team broke apart and went about their operations while Fistleo turned Aile around to face him.

"Now, I wasn't told much, but you still need to listen. They want you to try and absorb the energies from your friend's Livemetals. Use Model O as a medium to use their powers to strike down Serpent."

"How am I going to do that?"

Fistleo actually shrugged at her question, she gave a worried look as she turned to see the Guardians decimating Serpent. They looked like they had the upper hand, but for how long was unsure.

After a few moments of silence Fistleo roared and jumped down into the fight, throwing fiery punches into the weakened bits of Serpent's armor. It wasn't long after that Fefnir and Leviathan returned with her friends. Placing them on the ground they turned and also jumped into the battle.

This left Aile alone and confused about what to do. Just going off of what little information she was given she raised her arms over her friends and focused. Her aura began to circle her as her friends' armors began to glow.

Then slowly, out of each one, formed a differently colored ball. From Giro came one that was a deep red. Mère's was a dark purple, and Yuki's was sky blue. Zero formed a white one with a red outline. From Prairie came one that shined cobalt. The orbs began to float towards Aile and began circling her slowly. She closed her eyes as the orbs began to spin faster and closer.

Serpent, feeling the sudden increase in power, turned to see Aile merge with the orbs. He then roared and launched seemingly thousands of cables out of his wounds. The cables knocked all of the people fighting him away. He then roared again as he aimed the cables at Aile. Launching them, they were about a foot from her when they were evaporated by the energy surrounding her.

"No! I will not be out done by a weakling like you! DIE!"

Serpent launched another wall of cables, only for them to meet a similar fate. He roared in pain as Aile's armor began to glow white.

Energy swirled around Aile as her armor and bodysuit vanished. She raised her arms as more energy began to wrap around her. A white and black bodysuit formed around her body as crimson and cyan energies swam around her. The crimson wrapped around her right arm and leg while the cyan wrapped around her left.

The energy solidified and grew into jagged shapes. The remainder of the energy disappeared revealing that Aile now wore face-like shoulder armor and spiked gauntlets and boots. Black energy wrapped around her back and formed into six large diamond shaped wings. White energy then covered her head and formed into a helmet that formed a crown of three horns.

Serpent roared again as he launched another attack,trying to prevent Aile transformation from finishing. Each cable was destroyed however by the six warriors around him.

The room then became illuminated by a column of light surrounding Aile. The column collapsed, Aile stood there and opened her eyes. They shined with a red light that even made Serpent feel that it wasn't going to end well. A monotone voice rang throughout the room as an override aura surrounded her.

{Model O: Extinction Mode Active. Time until termination: 120 Seconds}

"Do you think this scares me?! Ha! This changes nothing!"

Serpent then did something that noone had expected, he summoned more cables and latched them into the ground. Giving a grunt that sounded like he was straining, he pulled himself out of the ground and into the air. His second face's eyes began glowing as he started to float.

"Now again I command you. DIE!"

Serpent then lunged forward, trying to attack Aile with his remaining arm. Faster than any could see Aile reacted. A sword formed over her red arm and she slashed Serpent. The massive monster was suddenly halted, floating in the air for several seconds before anyone knew what was going on.

Serpent's body then began to glow. A thin red line formed from his right temple to the left eye of his base. The entire right side of his body split and fell to the ground as it exploded. His remaining eye twitched as he roared, the massive beast then shot upwards through the roof and into the sky.

Aile watched him silently for several seconds before turning to the group of six.

"I want you to take the unconscious and get to a safe distance."

"What about you Aile?"

The girl chuckled as her sword vanished and a cannon formed over her left arm,

"Don't worry about me,I just have to finish Serpent off before this transformation wears off. I'll be back before you know it."

With that Aile flexed her wings and shot into the sky in pursuit. The remaining warriors all looked to each other and nodded before the went to collect their downed comrades.

"I am worried Harpy, do you think she knows what she is doing?"

"Please Levi, when doesn't she?"

"Good point."


Aile rocketed skyward towards the mass of cables and metal that was Serpent. He let out a laugh that told her that his mind was probably broken beyond any saving. She gritted her teeth as her visor closed, her H.U.D. showing where she had to strike to kill the monster.

Following another peal of laughter Serpent launched a barrage of cables that Aile avoided. The distance between them was growing ever smaller and Serpent ever the more desperate. He launched more and more walls of cables, only for Aile to burst through them with ease.

Aile smiled as her cannon began gathering energy for her attack. A warning popped up on her visor telling her that she only had thirty more seconds before the transformation would end. That was more than enough time to finish what she had started.

She then heard several beeps that informed her that her attack was finished charging. She then sped up, trying to get closer to the monster. Breaking through Serpent's attempts at stopping her she swung her arm forward, the glowing a soft orange as the energies reached critical.

She then pulled the trigger and unleashed a massive beam of light that tore through the monster's exposed core. Serpent's body crumbled to dust and fell to earth as the attack vaporized his body. Serpent's scream of pain was the last thing that was uttered by him as the sky turned white.

Aile smiled as she lowered her arm, her energy was spent, but she smiled. Letting out one last sigh of relief as several white cracks spread across her armor.

She then began to fall.


Everyone looked towards the sky in silence as it was turned white from what they could assume was Aile's attack. The sky slowly reverted to its original blue coloration as the energy faded. Some of the people in the group then began talking amongst themselves while Phantom and Leviathan tended to the wounded. The only one left watching the sky was Prairie, a feeling of dread filling her mind as she waited for any sight of Aile.

I do not think you should be worrying. Serpent is dead, you should be happy that the madman can no longer harm anyone.

"When I see that she is safe I shall stop worrying, not before."

Several of their group turned back towards the sky as they heard a noise that they related to shattering glass. Prairie's eyes widened as she stood, the object of her attention was the black blotch that seemed to be coming ever closer to them.

What is that?

"AILE!"

Everyone looked to Prairie as the girl began running, her armor formed around her allowing her to increase her speed with X's dash thrusters.

Prairie stopped and looked up as she raised her hands above her head, and before anyone could blink, the black blotch smacked into Prairie and forced her to the ground. The entire group began to run towards the girl as a large plume of smoke exploded around her.

They reached Prairie, only to be shocked that the girl sat in a sizable crater in the ground. She looked like she was trying to hold back tears of pain as she held Aile close to her. The group helped her and Aile out, Prairie slowly placing Aile onto the ground as her armor deactivated.

Aile wheezed and slowly opened her eyes. She smiled weakly as she met the gaze of each of her friends.

"I won?"

Prairie gave Aile a tearful nod as a smiled formed, Aile raised a hand and gave a weak thumbs up before it dropped back to the ground. Prairie shouted Aile's name as the girl laying on the ground began to loose consciousness. She could hear everyone's muffled cries as she again gave another weak smile.

"Yeah, I won."

And as all of her friends rushed to her side, she allowed herself to fall into a deep sleep.


I hope you have enjoyed!

Okay, I know I said that this was going to be posted last week, but there were some annoying computer problems that prevented the chapter from being completed until today.

So, what did you think of Model O's Extinction Mode. If you want to know how exactly it works I will possibly explain it later.

There are so many more things that I want to say, but I shall save those words for the final chapter. The epilogue to this story that I have had so much joy writing will be where I speak my last about this story.

Now I think I owe you all an explanation about a rather confusing concept in this story.

The Memorium Code:

A power that can be bestowed onto an individual by a powerful Cyber-Elf. It can be used to shield an individual's Data and DNA from corrupting forces. It can also be used to reconstruct one damaged by experiences that would otherwise kill a normal human or Repliroid. Using this process binds the individual to the Cyber-Elf that performed the fusion.

In rare cases, there have been people born with the innate ability to manipulate the Memorium Code of others.

I hope that cleared some of the confusion.

Again I hope you have enjoyed.

Have a nice day!