I do not own Yu-Gi-Oh or any of its characters and plots.

However the following characters (their powers and such) used in this fan fiction ARE mine:

Lady Aurora Phoenix

Lady Natara Fear

Lady Sapphira Star

Blaze

Chaos

Havoc

The Strikers Clan

Panther

Zelos

This gives Lady Phoenix a background now so we can try to understand her a little better. But it also gives Atem a chance to see just who he has in front of him...

"Flashback"

"Hey, Phoenix, catch!" Thirteen year old Lady Fear tossed three glowing star chips at her friend. Using her Powers, Lady Phoenix leapt up and caught the star chips in mid air without touching them.

"All right!" Lady Star cheered from her spot on the porch of the cabin.

"Great job!" Chaos added.

"Watch this," Lady Phoenix said as she began to spin the star chips in mid air continuously not touching them. Her friends all clapped then squealed with delight as she sent them flying through the air and at a target at the other side of the yard. All three star chips hit the target dead on.

"You are getting better at that," Lady Fear complimented. The laughter was cut short by the sounds of lazy clapping near the target. Lady Phoenix swung around to face the intruder and her friends quickly stood behind her. Monique and the other parents had just come outside from the cabin when they saw the stand off.

"Impressive, child," the intruder commented with mock appreciation. "And so young, too."

"Age has nothing to do with it," Lady Phoenix stated. Even at thirteen, she remained tough when faced with a challenge.

"What do you want here, Panther?" Monique called out.

"Curiosity, mainly. The sound of children's laughter, it is just so... tempting." Lady Phoenix had heard the adults whisper about Panther. He was one of Lord Theron's prized warriors. Few had ever been able to walk away from a battle with him.

"Come on you four, inside," Monique prodded the kids. Lady Phoenix shook her head.

"No, Mother. I am tired of hiding. We should not have to anymore. We are strong."

"Phoenix!" Monique warned. "You are still young."

"That only gives me an advantage. Trust me, Mother. I want this. I need to see just what I can do."

"Not against him."

"You will not be able to protect me forever, Mother. This time it is my choice. Mine alone." Her friends backed up. They had seen Lady Phoenix and her mother get into it before. They wondered just who would be attacking whom in this fight. Right now, Lady Phoenix had her entire focus on Panther as he moved closer. "Be gone, Panther." He laughed at her as he reached out and grabbed her arm, yanking her closer to him. He eyes widened, but not in shock. She had actually been expecting this.

"And just what do you think you can do against me?" he asked with a smug look on his face. A wicked smile curved Lady Phoenix's lips and her eyes flashed white for a brief instant. He never saw her attack coming. Swiftly, she raised a glowing hand and hit him square in the chest forcing him to release her as he flew backward. She landed neatly on the ground, her smile never wavering. He looked up at her and scowled. "You will regret that, insolent brat." Lady Phoenix feigned shock.

"Ah, I am insulted..." she pouted. "I am not insolent, disobedient maybe... But not insolent." She pulled a dagger from her boot and readied herself as he stood. "I told you to leave."

"I will not be undone by a child," Panther growled. Lady Phoenix rolled her eyes.

"Bored now," she sighed. With a warrior's shout, Panther lunged at her. Together they did the battle dance; each taking shots at the other. Lady Phoenix was fast and her skill even faster. She dodged nearly all of Panther's attacks.

"Why fight me, Lady Phoenix? We both know you can be so much more," Panther taunted. "Your father has joined up with my master. The Power is just too tempting. I see how badly you want it." Lady Phoenix's eyes widened in shock and she turned a questioning look at her mother. It was the distraction Panther needed to gain the upper hand. Or so he thought. She hissed in pain when his own dagger sliced the right shoulder of her short dress and nicked her arm. Hersleevefell, leaving her shoulderbare and theblood began to show.

"I am done playing, Panther," she told him in a dark tone. "It is time to end this." Her eyes closed briefly as she took a deep breath. Panther glared and began to move forward again. He never had time to see the attack coming. White fire seemed to envelope her out of nowhere. The wind turned violent around her and her hair flew in all directions around her head. Raising her hands to the sky, an orb appeared between them. Panther had nearly reached her when she brought the orb before her. With a shout that seemed to come from deep within her, she flung the orb at Panther. His face twisted in shock and horror and he was sent like a cannonball deep into the forest.

"Oh man," Chaos breathed.

"Where did that come from?" Lady Star asked in amazement. Lady Fear said nothing as she watched the fire die around Lady Phoenix. Her eyes were the last to regain their color as she faced them. She had won her first battle, but she was left with questions.

"Mother, what did he mean about Father? Has he really joined the one you claim is our enemy?" Monique sighed and looked down. "Did he really want Power that badly he sold out his own people?" Still no answer. "Is that my destiny, Mother? To be like him? A traitor?" Monique quickly raised her head to look at her daughter.

"No, that is not your destiny. That is why we went away. But if he really has joined with Lord Theron, then we will have to return. After what I have seen today, I know you can take his place easily."

"I do not want his place. I want nothing of him."

"But you are better than he is, Phoenix," Lady Fear told her softly. "The clan will need someone like you to lead it. You can save us all."

"Not alone, I cannot. After today, I know where my limits are." She did not tell them that her last attack had drained her of her energy. "I may be able to fight, but I am only thirteen. I cannot lead them."

"Maybe not now," Monique agreed. "But in another three years. Your father was sixteen when he was handed the clan to lead."

"And look at him now. First he did not believe that I had the Powers you knew I had. There is no way he would let me take over the clan." Slowly, Lady Phoenix took a breath to steady herself. Without another word, she left the yard and headed for a path to the river. Her mother tried to call her back, but her calls went unanswered.

Lady Phoenix walked toward a bridge where she stopped and stared into the calm water of the river beneath her. The stinging on her shoulder caught her attention and she reached for her arm to try to ease the pain.

"Hey, are you ok?" She gasped at the voice and turned to see a dark haired boy not much older than herself. He and a friend were emerging from a hidden doorway near the river bank.

"Here, let me look at it," the boy's friend said as they approached. Taking a closer look at the first boy, her eyes widened and she dropped to one knee before him.

"Your highness, forgive me, I had no idea you were near by." The dark haired boy stopped in his tracks.

"You know me?"

"Yes, Prince Reno, I know you. How could I not? My people were charged with protecting you and your family."

"You are a Striker?" Lady Phoenix nodded as she stood. Prince Reno's friend was looking at her arm.

"It is nothing, really. Nothing I cannot handle."

"Same here," the boy returned. He placed his hand over the wound and a green light covered it for a brief moment. She had opened her mouth to protest, but he was done before the words made it out of her mouth. She looked from the boy to her shoulder and back again in disbelief.

"You have knowledge of magic?" she asked him. He nodded.

"Yes, always have. Just tried not to use it much." He ran a hand through his short, sandy colored hair. "My father was a Striker." Lady Phoenix gasped in recognition.

"You are Zelos' son. I knew of your father. He was a good man." Zelos had been destroyed in a battle against the king prior to the boy's birth. To the clan, the boy was Havoc. But to the King, he was simply, Brad, his wife's sister's son.

"Yeah, that is what I have heard." Lady Phoenix caught Prince Reno staring at her bare shoulder. She coughed and caught his attention.

"I am sorry, really. I could not help but notice you had an odd birthmark." She looked over her shoulder to glance at the heart-shaped mark that was easily seen with the sleeve of her shirt gone.

"I do."

"So do I." Reno lowered the collar of his shirt down over his shoulder. Her eyes widened as she saw what looked like a mark of flames on his shoulder. "Brad has one, too." Brad nodded and showed her what looked like a fish.

"You are the missing two. We have been waiting for you."

"Missing two?" Prince Reno asked.

"The legend. It has chosen you. My friends and I... We can help you. We can teach you about your Powers." The boys looked at each other then back at her.

"It would be nice to not have to stay in that tunnel all day long," Prince Reno said finally. Lady Phoenix looked at him confused.

"Since the last attack, we have been forced into hiding so Lord Theron does not find us. We have been sneaking out which is why we are here now. The tunnels go all over the kingdom. It is our only way of getting around right now." Brad explained.

"I am staying with my mother and friends in a cabin in the clearing. Come there tomorrow. We will begin your lessons. Be ready, and be prepared. This will not be easy." The boys nodded and watched silently as she hurried away.

End of flashback...