Sailor Venus groaned as she attempted to rise from the wreckage of the royal palace. A streak of blood ran down the side of her head, her right arm hung uselessly at her side, and her left arm was holding her side.

She was surrounded by stone and metal debris and the bodies of both friend and foe. Her sisters in arms, humans from the blue planet they orbited, the leader of the assault against the Moon Kingdom, even the princess. They were all dead.

The sounds of battle continued to rage beyond the palace, as the humans and moon people fought to the death.

"The Queen …" she said, her voice raspy and her breathing labored from her many broken ribs. "I have … to reach the Queen."

She had barely taken a step when she looked back at the blue planet in shock.

A black dot seemed to appear on the surface of the planet, like a sunspot on a star. This blackness grew with every passing moment, until it finally became clear that it was not growing, but getting closer.

As the blackness closed in, it took on the shape of a dark cloud. The leader of the Sailor Guardians trembled as a face became visible within the cloud, a grinning face.

Sailor Venus felt this entity's dark intentions, and she knew that death had come for them all.


The Sailor Guardians watched as the horned creature which used to be Illyana Rasputin continued to crush Zoisite's skull against the payment.

Sailor Jupiter approached her leader, who was clutching her heart.

"You're sure about this?"

Sailor Venus nodded gravely. "I've felt such an overwhelming desire to destroy everything and everyone once before. We can't let it happen again."

Zoisite let out another scream as the pavement beneath his head continued to crack.

"Get into position," Sailor Venus instructed her comrades. The three other guardians looked at each other in apprehension as she knelt down and extended her arms in front of her.

Illyana's eyes shot open as they lost their orange glow and her pupils returned. She began to shake her head furiously. She stumbled backwards, taking her hooved foot off of Zoisite's head.

Sailor Venus gasped and lowered her arms as Illyana slowly began to change back to normal. The young sorceress let out a series of pained grunts and her body convulsed violently as her horns began to recede, her goat legs turned back into human feet, and her skin regained its normal color.

Zoisite rolled over, clutching his head and continuing to scream in pain. He finally looked up at Illyana and froze in fear.

Illyana's transformation had left her barefoot with her clothes torn below the knees and elbows. She was taking deep, long breaths, and her face was a mask of fury beyond anything Zoisite had seen even from Queen Beryl.

Zoisite let out a gulp before becoming surrounded by flower petals again. Illyana and the guardians watched as he disappeared.

With Zoisite gone, Illyana turned around and immediately marched straight at Greg, who was standing just behind the guardians. She grabbed the front of his shirt and lifted him off of the ground with one hand.

"You …" she hissed, barely containing her rage. "You. Set. Me. Up."


Zoisite collapsed as he reappeared in the Dark Kingdom and leaned against the cave wall of their subterranean hideout.

"It was foolish of you to come back here."

Despite the pain in his nearly crushed skull, Zoisite's eyes snapped into focus and he beheld his ruler standing before him.

"Queen … Beryl!"

Zoisite could not remember the last time he had seen Beryl standing. She had only ever summoned him while sitting on her throne, and would allow none of the Shittenu to be present while she rose to address Materia.

"Since the princess did not finish the job, it falls to me," she said with a quiver in her voice he had never heard before.

"Please, give me another chance!" he begged. "I can destroy her!"

"Silence!" she yelled. "Did you really think I would spare you after you lost all of our rainbow crystals? Our enemy now has the Silver Crystal, and it is all your fault!"

Beryl's eyes flashed, and Zoisite's last scream faded into his final whimper. His head slumped against the cave wall as his eyes stared at the ground, unmoving and unblinking.


"Put him down!" Sailor Mercury yelled at Illyana, who held Greg a half foot off the ground.

"You knew all along Zoisite would attack me," Illyana growled at him.

Sailor Jupiter looked in surprise at their leader, who had chosen to ignore the confrontation between Illyana and Greg and had walked into the alley to pick up the two rainbow crystals Zoisite had dropped.

She put her hand and Sailor Mercury's shoulder. "Don't worry, if she was gonna do anything to harm Greg, Mina'd be putting a stop to it."

"I'm sorry," Greg said. "But it was the only way. The only futures in which anyone survived … were those in which they knew the truth."

Illyana let go of Greg's shirt and he fell to the ground, barely managing to stay on his feet.

"Go," she instructed him. "Get out of here."

Greg turned and ran out of the alley. As soon as he was out of sight, Illyana's shoulders sagged as she faced away from the guardians, taking short, labored breaths in an attempt to calm herself down and avoid bursting into tears.

Sailor Venus returned to her comrades with the rainbow crystals. Illyana, still facing away from them, finally spoke.

"So … now you know what I really am. Do you still want a monster like me to be your princess?"

The guardians looked to their leader, who only stared at the ground with narrowed eyes.

Sailor Mars spoke first. "I've never sensed an evil like that before, but I can't believe that was the real you. If it was, we couldn't even be having this conversation. You wouldn't have stopped yourself, and you wouldn't have helped us save my grandfather."

"You also saved Greg," Sailor Mercury added. "No matter what, I'll always be grateful to you for that."

Illyana turned her head towards the guardians and looked at them in shock.

Sailor Jupiter actually smiled. "I'm still trembling. That's the scariest thing I've ever seen. And if I'm this scared, the Dark Kingdom must be quaking in their boots right now."

Sailor Venus raised her head and gave Illyana a serious look.

"You're not what we expected, not what we … hoped you'd be. But you'd still be a powerful ally in our battle, and we could really use your help.

"And," she added, "it would probably be best if we kept an eye on you so we can stop you if you ever lose control like that again."

Illyana turned around completely to face them, her mouth agape at their unexpected reaction to her demonic transformation.

She took one more deep breath and assumed her usual hardened countenance. "All right. I'll fight with you. But on one condition."

"I need to know whether you're strong enough to fight at my side. So, you'll have to pass a test."

"Is that all?" Sailor Venus asked with a soft chuckle. "Bring it on. We'll take whatever you can throw at us."


Queen Beryl was unusually reflective as she took her seat on her throne.

'What was that transformation?'

She clenched her fist in anger. 'I pledged myself to Metaria in order to become the most powerful sorceress in this solar system. How can a human child have more power than I do even without the Silver Crystal?'

'We must destroy her immediately, especially now that they have all of the rainbow crystals. But we can't act without information.'

The sound of footsteps broke Beryl out of her reverie. "Who dares approach my throne without permission?" she demanded.

Kunzite stepped forward and bowed. "My apologies, Queen Beryl. I thought it best to report back to you immediately about the results of search."

A figure appeared behind Kunzite. Beryl took one look at this newcomer, and for the first time in months, she smiled.


The X-Men and New Mutants were dumbfounded when Illyana returned to the mansion with the Sailor Guardians in tow and sans her shoes.

"What in the world happened?" Xavier asked when he saw Illyana's disheveled appearance.

Ignoring his question, Illyana instead asked: "Is the danger room available?"

She led the guardians to the mansion's subsection, which had recently been rebuilt using Shi'ar technology. The centerpiece was the Danger Room, a training facility where the X-Men and New Mutants could hone their skills against highly advanced robots and holograms in an infinite number of scenarios.

Once inside the Danger Room, Illyana summoned a large stepping disk eight feet in the air. As the disk lowered towards the ground, it revealed a creature unlike anything the guardians had seen before.

The monster was enormous, at least a head taller than Colossus when it stood straight and twice as wide as the armored X-Man. Its purple skin wrapped around bulging, powerful muscles. The large horn which protruded from the front of its head appeared small when compared to the rest of its body, making it look almost like a bipedal rhinoceros with a piglike nose and sharp teeth. Its tail was just as muscular as its arms and torso.

Even the goofy grin and large cigar in its mouth could not distract from how intimidating the creature Illyana had summoned was.

"Sup, boss," the creature said in a strangely southern accent.

"What is that thing?" Lita asked.

Illyana turned to face them. "This is my pet demon S'ym. If you can beat him, then you pass."

"Simple enough," Mina responded.

Illyana glanced back at her demon servant. "You're not allowed to kill anyone. Is that understood?"

S'ym growled in disappointment and took the cigar out of his mouth. "Yeah, yeah. S'ym understands."

Illyana walked out of the Danger Room and made her way to the control room, which had become very crowded as all of the mansion's inhabitants had gathered to watch the fight.

The X-men made room for Illyana to approach the obsevation window overlooking the Danger Room, where the guardians had already transformed.

"Everyone, keep your distance until we know exactly what we're dealing with," Sailor Venus instructed her comrades. "Jupiter, hit him fast. Let's see what he's made of."

A spike extended from the top of Sailor Jupiter's tiara as she prepared her attack. A bolt of lightning appeared from the air above her, striking the spike like a lightning rod.

"Supreme Thunder!"

The lightning released from Sailor Jupiter's tiara moved at 270,000 miles per hour, too fast for all but a select few super humans to even react to. It struck S'ym head-on making his body glow for an instant.

"No effect," Sailor Jupiter said in fright as her tiara spike retracted again.

S'ym leered and charged at Sailor Jupiter, catching them all off-guard with his speed. Sailor Venus was the only one who was fast enough to react, pushing her comrade out of the way just before S'ym caught her in his massive fist.

S'ym grabbed the guardians' leader by her arm and pulled her off the ground. Sailor Venus yelled and kicked him in the face with all her might. S'ym did not even flinch.

"Put her down!" Sailor Mercury yelled. "Bubble spray!"

A torrent of bubbles struck S'ym in the face at hundreds of miles of hour, forcing his head to the side. The attack surprised him, though it did not hurt him, and he dropped Sailor Venus.

"Move!" Sailor Mars yelled, putting her pointer fingers together. Sailor Venus rolled out of the way as she launched her fireblast at the demon and engulfed him in a massive explosion.

"Did you get him?" Sailor Jupiter asked as she joined up with Sailor Mars and Sailor Mercury. A wall of fire covered the area where S'ym had been standing.

Sailor Mercury summoned her visor. "No," she said as she analyzed the readings. "He's still completely unharmed!"

S'ym stepped out of the flames and held out his cigar triumphantly.

"Thanks for the light," he said as he put the now-lit cigar back into his mouth.


"Oh, come on!" Kitty yelled as the mutants watched from the control room. "You can do better than that!"

Roberto turned to Illyana. "This isn't fair," he complained. "None of us could even scratch S'ym when he attacked the mansion. What are they supposed to do against something like that?"

"On the contrary," Illyana said dismissively, "this is the fairest test I could give them. What do I need with guardians who can't even stand up to my pet demon?"


Sailor Venus ran between her comrades and their opponent and pointed her finger at him.

"Crescent beam!"

A bright yellow beam of energy shot out of her finger. S'ym crossed his arms in front of his chest to shield himself as the beam struck, knocking him back several paces.

The guardians gasped as S'ym lowered his arms. The crescent beam had finally moved him, but it was still nothing more than an annoying shove which did no damage.

"No way," Sailor Jupiter said.

"How could anything survive the crescent beam?" Sailor Mercury asked.

Sailor Venus began to remove the bead chain from her waist and threw it forward. The chain extended several times its usual length as it wrapped around S'ym's enormous frame.

"Venus Love Me Chain!"

The beads of the chain glowed red as a powerful shock radiated through S'ym's body. The demon actually screamed as his skeleton became visible for a moment.

Sailor Venus scowled as she pulled her chain back. S'ym was too strong to keep tied up and too big to move.

"What do we do now?" Sailor Mars asked. If that barely singed him, I doubt any of my talismans would have any effect."

S'ym let out a guttural growl and bared his sharp teeth. Sailor Venus had managed to hurt him, and while that made him angry, it also made him cautious, and he did not rush them again.

"We now know he's not totally invincible," Sailor Venus said firmly. "He can be hurt if the attack is strong enough. We'll hit him with everything we've got."


"They're doing a lot better than we did," Dani observed.

"Better than Peter and I did as well," Logan added. "Not bad."

He glanced at Illyana, whose brow was more furrowed than any of them had seen before.

"Still doesn't look like they can win, but it's mighty impressive."


The guardians had gathered in a formation with all of their arms extended forward. Sailor Venus and Sailor Mercury knelt in the front, while Sailor Mars and Sailor Jupiter stood behind them.

"Mars power …" said Sailor Mars as she began to glow with a red aura.

"Jupiter power …" A green aura began to surround Sailor Jupiter.

"Mercury power …" A blue aura began to surround Sailor Mercury.

"Venus power …" And finally, an orange-gold aura surrounded Sailor Venus.

Many of the people in the control room covered their eyes as a bright ball of energy began to form in front of the guardians.

"Wow, that's some power," Kitty said.

Illyana alone did not shield her eyes, merely narrowing them as she observed the attack forming.

With all of their power gathered, the Sailor Guardians yelled in unison: "Sailor Planet Attack!"

The ball of blue and white energy shot at S'ym, its light filling the entire Danger Room as it shown like the sun. It had grown to over four feet in diameter and was crackling with energy.

"Huh?" S'ym asked as the energy ball approached, for the first time showing a hint of fear on his face.

In the control room, a stepping disk appeared below Illyana's feet. Xavier barely had time ask "where are you going?" before she fell into it and reappeared between the guardians and S'ym.

"Hey, look out!" they yelled as Illyana put herself directly in front of their attack.

Illyana raised her hands over her head and summoned her soul sword. She swung the sword down just as the Sailor Planet attack reached her, her glowing energy blade meeting the glowing energy ball.

The entire Danger Room turned white as a powerful shockwave was released. The guardians and Illyana were knocked over, and even S'ym slid back a foot. The observers in the control room were forced to duck as the bullet-proof glass of the window between them and the Danger Room shattered.

When they looked back, Illyana had already risen back to her feet and the guardians were mostly back on their feet.

'She-she cancelled out the Sailor Planet Attack!" Sailor Mercury stammered.

"How is that even possible?" Sailor Jupiter asked.

"That sword is amazing," Sailor Mars said.

Illyana glanced back at S'ym. "That will be all," she said as she summoned a stepping disk to send him back to Limbo.

Sailor Venus grinned. "Since you felt the need to intervene to save your monster, I take it we passed the test."

Illyana scowled, but said: 'It would seem you have."

"I think I understand how you function as a unit," Illyana said. "Alone, each of you is already quite powerful, but when your powers combine, you become much more than the sum of your parts "

"So, you'll work with us now? No more trying to make us go away?" Sailor Venus asked.

Illyana looked upset about it, but she nodded. "A bargain is a bargain."

"Good."

The guardians approached her, but Sailor Venus' smile faded into a serious expression as she looked at the spot where S'ym had been.

"I think it's time you told us everything. How do you have a monster like that as a 'pet?' What was that we saw earlier in the city?"

She looked at Illyana with all the determination she could muster as a seasoned superhero.

"And why have you been trying so hard to push us away when we only wanted to help?"