He pants heavily, his vision blurred from the fiery poison coursing through his veins. Traveling further and further through his body with each beat of his slowly weakening heart. He falls to his knees, a loud clattering sound filling the air as the sword of the legendary Godric Gryffindor lands on the cold, wet stone. His breathing stills from its furious panting as he tries to keep upright, his gaze barely locking onto the image of Riddle. For a brief moment his magic roars before he slumps fully, his eyes darkening, his breathing fully stopping.

Elsewhere

'Where am I?' The prevailing thought of the small form lying on his back in a sea of whitewash. He tries to sit up but ends up with a sense of vertigo, his stomach doing several flips. In an attempt to stop the feeling, he flings his hand out, the sensation of vertigo ending abruptly as his hand grasps onto something both rough and smooth at once. Bracing himself mentally, he cracks his eyes open for the first time, only to flinch as he realizes that somehow he was holding onto one of the Basilisk's ridges.

Just as he was about to move a deep, rumbling voice catches him off guard. "So you managed to die too then hatchling? I wish I didn't have to attack you, however the magic in my blood was tied to the Slytherin line and he was a direct descendent. Perhaps the phoenix can still save your life."

The young figure blinks his emerald eyes, which were almost as wide as saucers, hearing the Basilisk not only speak, but speak in English with none of the usual slurs that other serpents had possessed. His tongue flicks out, wetting his dry lips in a nervous tick. He speaks after a long moment, his muscles visibly trembling.

"What do you mean I'm dead? The last thing I remember was stabbing you in the mouth."

A great booming laugh reverberated in the immediate area as the King of Serpents' head waved back and forth, its mouth spreading wider revealing its sharp fangs for the boy to see and gulp at. "Yes you did child and no mean feat was that. But in your haste and inexperience you managed to knick your arm with one of my fangs. My size and gaze are not my only weapons little warrior."

Harry tried to gulp again, his throat suddenly feeling very dry. "What's going to happen to me now?" The great serpent seemed to ponder this, its head tilting back and forth, its tongue flicking out and barely brushing against the young human in front of it.

"I would say child that shortly the phoenix's tears will pull you from this plane and back into the mortal coil. However, before that happens I think I'll sink my magic through yours, allowing my poison to change your body."

Harry couldn't help it; he flinched, his mind automatically recalling some of the outside reading he had done on Voldemort. He recalled vividly the description of that monster just months before his downfall. 'They called him the crimson eyed devil and whispered that he looked more serpentine human.' Finding a shred of courage deep inside of his soul he blurted out the most prominent fear on his mind. "Wouldn't that make me more like you than human? Wouldn't that make me a monster?" He couldn't help it, no matter the things he had seen and done in his short time at Hogwarts he was still only twelve years old and was freaking out.

The basilisk almost seemed to frown, hearing and tasting the child's fear. Deciding to be honest the basilisk slowly and carefully wrapped its body around Harry's. "It will change your body yes, but perhaps not in the way that you fear. You will be stronger and faster to be sure, and I'm almost certain that your soft flesh will harden to a degree. Any other changes will be a result of my magic and yours working together to find a balance. This has only been done once to my knowledge, and it was my mother who told me of it. Her mate merged with a young human, just out of his hatchling phase who was dying. This human became the man that you know as Slytherin." It paused for a moment, its great head swiveling around, "We don't have much time little warrior, the tears are already reaching into this plane to revive you."

Harry bit his lip, feeling oddly comforted by the warmth of the snake coiled around him. Looking up, he grits his teeth, his eyes hardening to a dark jade as he spoke, "Then do it, before I change my mind." The snake let out a fierce grin at the boy's words before its heat sank into him, a vortex of pure magic surrounding them both just as tendrils of liquid fire reached for them.

Tom Marvolo Riddle was feeling smug. More than smug he was downright giddy with the knowledge that he had finally killed the famed Boy-Who-Lived. So distracted by his joy and exultation was he, that he never noticed the red and gold phoenix weeping into the open wound on the boy's arm, nor the sparks of eldritch fire running along the boy's flesh and through his veins. So naturally it was a shock to him when a bolt of magic slammed into him behind, throwing him through the air, only to land at the feet of his greatest ancestor.

Standing a few feet from where Tom had been, Harry Potter stood, his eyes locked on his once mortal enemy. His face was calm even through the vortex of wild magic flowing through and off of him. Harry was almost drunk on the feeling of his magic but he kept his mind, in his head he knew he was no match for this version of Voldemort, pale imitation that he is. Instead of focusing on how outclassed the young hero was he was falling back into the habit of the Harry Hunting days and cataloging everything in the immediate area that could help him survive.

Suddenly the last Potter was forced to use his Quidditch honed reflexes to leap out of the way of a nasty looking curse. He bit his lip as Riddle took the offensive, silently casting nearly all of his spells. He cursed as he was struck with a spell that flung him into the air. Though he couldn't help but feel that something was off. It was like the magic had been weakened just before impact.

Shrugging off this strange thought Harry let out into a full sprint, rolling as he could to avoid the increasingly lethal spell fire. He ducked around a pillar just as a deep burgundy colored spell rocketed through where he had been standing. Instead of the stone absorbing this spell like it had the others; it exploded violently, sending small shards in several directions. His face blanched as he realized that being hit with that would assure his death.

He panted lightly, already feeling his limbs growing heavier with exhaustion. From previous experience he knew that he was quickly approaching his physical limits. 'This would be the time that those enhancement rituals I found in the library would be helpful. The young man carefully edged his way around the statue his emerald gaze flicking around the chamber looking for anything that could either provide a distraction or land a mortal blow against the shade like enemy.

He paused at that last thought pushing through the haze of his adrenaline fueled mind. Shade, he's a shade which means he has a source. The emerald gaze flicked towards the fallen crimson haired girl and the unassuming black book that was near her fallen side. He could imagine that he could see her magic flowing into the book and then into the shade throwing the high level curses in his general direction.

Almost without his notice, he started moving again as Riddle had ascertained his location was sending another barrage of advanced spells his way. Duck, weave, spin, and leap. For the next several minutes Harry Potter relied on his instincts, his previous experience in outrunning Dudley's gang and sheer dumb luck to avoid getting hit as his mind was furiously calculating how to destroy the book.

During one leap he glanced at the Sword of Gryffindor, laying on the stone in an unassuming manner but he could see that the steel was darker, like it was absorbing the poison from the tip of the fang resting against the metal. With a smirk rivaling his late father a plan was born.

His magic surged wildly, sinking deep into his worn muscles before he leapt forward, his reflexes just barely keeping him from being hit with spell fire. As he neared it, he picks up the sword and slams the glistening and blood-soaked blade into the diary, all sounds of fighting instantly stopping as magic starts to leak from the diary in a deluge. With an almighty bang, Harry is flung from the diary as Riddle's form starts to dissipate into particles of light and dust.

Trying to keep conscious, Harry reaches a hand out and his nearly depleted magic responds instantly to his will, the diary, sword and youngest Weasley are pulled to him just moments before he loses the fight to stay awake. Fawkes trills softly in song as he alights upon the last Potter's shoulder and with a burst of flame takes them straight into the heart of the school. Arriving at the Hospital Wing, he trills loudly, causing Madam Pomfrey to see what the fuss is about.

Upon seeing the ancient phoenix and blood-soaked students her usual personable persona fades and she moves with the quick efficiency of a battle hardened medic. Within moments her magic was not only pulled to the surface but was working in a concerted effort to make sure that the boy and girl were not in immediate danger of death and were put into a deeper sleep.

Realizing that the youngest Weasley was simply magically depleted, Madame Pomfrey turned her full and considerable attention on the last Potter, her brow furrowed as she started to comprehend the erratic nature of the scans, and the fact that he was not only magically and physically exhausted but that there was an extremely potent poison in his system as well as what seemed like liquidized fire running along his veins and across his old wounds.

She didn't know what was going on with Harry Potter but she would be damned before she allowed him to die on her watch. With her silent vow she set to work on helping him heal from his wounds.