The sounds of the musicians playing could not drown out the conversation of the nobles around him, allowing Atem to hear that Lord Khufu had chosen to avoid having to eat with the Pharaoh and the rest of the court, claiming that he had work he needed to do this evening. It also enabled him to eavesdrop on the fact that at least three of them were hoping that Khafra's behaviour would allow them to move into Khufu's position at his father's side.

He grimaced slightly. It had always bothered him that the nobility were so petty. They were always at each other's throats, hoping each other would slip up, allowing another to climb the social ladder. There was so much that mattered infinitely more than who was top of the nobility food chain this week.

A hand on his shoulder made him jump and he turned to look at the owner, only to find his father was giving him an understanding smile.

"They'll have something else to talk about by tomorrow," his father murmured to him as the food was brought out, "but there are times that I can understand why your uncle likes to avoid these gatherings."

"What excuse did he use tonight?" Atem could not help but ask, curious and a little envious that the excuses he wanted to use were never allowed to work.

"He only just got back from the temple of Sobek in the next town." His father shrugged as he watched his food taster try the food before them, ensuring there was no poison within it before the Pharaoh or his son ate. "He was tired and did not want to embarrass us by showing up dirty and dusty from the road."

Atem just nodded and, once the food taster confirmed it was safe, took a couple of slices of meat from the platter before him, along with a selection of vegetables. He was not entirely sorry to not have to interact with his uncle. Some days he and the High Priest got on fine. Those were the days where he could discuss his magic lessons with the man, or history, or even discuss battlefield tactics, hoping to learn more about the past so he could make the future better.

Then there were the days when Akhenaden looked upon him with anger and envy. Not that he ever caught the expressions for more than a second or two, they were always schooled away once the older man realised Atem was looking in his direction. The Prince thought he knew why, though the reason was not fair.

He had done nothing to his uncle. Nothing except surviving when the wife and child that his uncle had sent away during the war had not. Atem had never been sure why Suri and Seth had been sent away. The official story was that it was for their protection, but that made no sense to the Prince, who could not help but feel that if they had been kept in the palace, they would have been safer. He did not dare ask, though. Not when it was clear that their loss was still a sore subject.

The music stopped abruptly when a guard flew through the doorway and crashed into the harp, the strings barely slowing them down before snapping, the huge golden frame going tumbling to the floor with a bang so loud that it startled all of the nobility into silence, for the first time ever.

Atem scrambled to his feet, his father only moments behind, as a second guard flew through the air and slammed into the table, scattering food around the room and splattering the nobility. The High Court, those who bore the Millennium Items, rose to their feet and moved to protect their Pharaoh and their Prince, getting between them and the entrance, where a green-skinned creature stalked into the room, sword drawn. It turned its emerald green eyes on the royal family, gaze narrowing as he pointed his blade at the Prince.

"You're nothing, Atem, and I'm going to prove it." At the creature's words, Mahad shifted so he was between the Prince and the thing threatening him.

"Stay back, my Prince," Shimun called, the Millennium Ring starting to glow. Before he could weave his spell, the green-skinned man shot forward, far faster than a normal mortal man. Before he could reach Mahad, Abrax, the bald, brown-eyed bearer of the Millennium Rod, drew the blade from within its sheath and interposed himself, attempting to stop the creature's sword.

The sword slammed into the magically enhanced blade of the Millennium Item with a clang and started glowing with a sickly green light. Abrax let out a startled noise and tried to pull away, but the energy held the blade in place and swept over him, reaching the ground before swirling up and into the sword. The creature glowed brightly as Abrax collapsed to his knees.

"Exxod!" Shimun called, throwing his hand forward. A huge golden-coloured brute of a masculine figure, made of stone and with a great gold and blue headpiece, strode forward, his feet crashing onto the floor with each step, the tiles crunching under the Master of the Guard's feet. It drew back its huge hand, but before it could lash out, the sword of its enemy erupted in green light.

The light surrounded the summoned creature, who reared back but could not escape the magic. It froze in place and shuddered violently before turning on Shimun and lashing out.

Before it could lay a hand on the Bearer of the Millennium Ring, something red swung through the window and kicked it in the head, causing it to stagger back. The creature slammed into the green-skinned figure, sending them both tumbling to the ground.

The thing that had attacked it landed on its feet, using one hand as a brace on the floor to steady itself, revealing it to be a young man, dressed in red fabric decorated with black spots. He rose to his feet and flicked his wrist, causing a yoyo of the same colours to recoil down the string, into the teen's hand.

"My Pharaoh, my Prince, run."

Atem was stunned into place as the teen put himself between the creature, the one now controlling it, and their target, spinning the yoyo on its string like it could shield them. His enemy, however, was not. He shoved the summoned beast off of himself and rose to glower at the newcomer. "Who do you think you are?"

"My name's Kheper," the teen responded, purple eyes narrowing under the red mask covering his face, "and you need to give up the power you've been granted before you do something you'll regret."

"I'm not stopping until I've taken the strength and magic from everyone in the palace!" The monster that had attacked them snarled. "I'll be the strongest in all of Egypt, and what happened earlier will be forgotten! I'll be strong enough to defeat even Atem, or the Pharaoh himself, and no one will ever banish me again!"

"Khafra!?" Atem breathed, eyes widening as he realised who was standing before him.

"I'm not Khafra anymore, the name now is Hasad," the green-skinned creature, now named 'Envy', snapped out as the stolen creature staggered to its feet, "and I'm going to take everything from you!"

Hasad pointed his sword forward, and Exxod followed his command. Kheper launched his yoyo, twisting so it wrapped around the beast, before pulling tight. With a shockingly loud cracking sound, the stone was split asunder, causing the creature to dissolve into dark mists and fade away as its pieces tumbled to the ground.

Shimun's cry of pain as his beast dissolved, taking with it the energy he had spent to summon it, distracted the teen in red, allowing Hasad a chance to attack. He used it to launch the magic he had stolen at the young man. It struck and surrounded its victim briefly, who froze in place, only to let out a delighted laugh and twist out of the power's grip as the stolen Millennium magic failed to seize control of him.

"What the…" Hasad's eyes widened as a purple butterfly mask, made of light, settled on his face.

"He must be using magic older than the Millennium Items to protect himself," Farasha's voice echoed in Hasad's head. "You won't be able to use the power you took to defeat him that easily."

Hasad looked around, his expression darkening as he realised a lot of the nobility had fled already, and the real target of his anger was being pulled to safety by his bodyguard.

Then it occurred to him. He might not be able to use the power he had stolen from the Millennium Rod to control Kheper, but he did not need to. There were plenty of other targets he could use to take down the interloper and get his revenge on the Prince.

And if he could get close enough to members of the High Court, he could steal the powers of the other Millennium Items, making him almost a God…

"Hasad!" Kheper's voice drew the attention of the akuma and the one speaking with him. "Whoever he is, he can't help you. He's making you do exactly what he did, steal power from others, except he can strip you of all you've gained in an instant. Help me find him and take him down and…"

"I wouldn't listen to him." Farasha's tone in Hasad's head turned wary but disgusted. "He knows nothing about true power, he's just afraid to fight you. He knows he can't win."

"I'm going to take whatever power you're using for myself," Hasad promised his adversary, gesturing at Kheper with his sword. "But first…"

He turned the sickly green magic on Abrax, seizing control of the man and turning him loose on the nearest remaining noble, before using the speed he had stolen from previous victims to move to the side of Shada, the High Priest who held the Millennium Key, before anyone could react. He did not need to do more than scratch the bald-headed, tattooed man before the power Farasha had granted him reached out to surround the man.

Unable to touch Hasad while his power was active without risking having the powers from the Ladybug Miraculous stripped from him, Kheper took a deep breath and tossed his yoyo straight up, risking activating his special power, hoping it would give him a clue to how to stop the seemingly unstoppable Hasad as he drew in Shada's strength and speed and the terrifyingly dangerous power of the Millennium Key.

"Lucky Charm!"

In a flash of red and black beetles, a quill appeared in mid-air. It fell from the skies and Kheper frowned as he caught it. While the colouring was wrong, being red with black spots instead of bronze, he recognised the intricate design of a turtle riding a wave, with the tip of the quill being the very tip of the wave. This, or rather the real one, belonged to his grandfather.

He glanced around, trying to process what he needed to do with the quill, having been warned by Jie that the Lucky Charm was more likely to give him a piece of the puzzle that was defeating his enemy rather than allow him to do so directly.

As Hasad slammed head on into Mahad, his magically enhanced sword clashing with Mahad's mundane one, what he needed to do hit Kheper like a magic spell. If he distracted Hasad, then Shimun could sneak Atem out of the back and get the Prince to safety, giving Hasad one less target and Kheper one less thing to worry about.

"Oi!" Kheper was too late to stop Hasad stealing Mahad's energies, but he managed to launch the quill at Hasad's head and distract him for a critical moment, allowing the weakened Mahad to roll under a table before the creature formerly known as Khafra could seize control of him too.

Hasad opened his mouth, paused as his eyes rested on the red and black patterned quill, and then froze as the purple mask appeared again.

"The Ladybug… that's how he's doing it… Get me the earrings that brat is wearing, and I will let you keep your powers, forever," Farasha's voice hissed directly into his mind.

"Of course, Farasha," Hasad replied, his tone full of excitement as he launched himself at the red-and-black-spotted young man who had opposed him.

Kheper was not an amazing fighter, but he was used to dodging, and he managed to twirl out of the way, causing the akuma to slam into the wall behind him, then spin his yoyo, managing to catch both of the controlled High Priests with it and drawing them away from their targets.

He locked eyes with Shimun and then nodded towards Atem and the back door. Shimun hesitated for a moment, then nodded, twisting a lapis lazuli bracelet on his wrist for a moment before scuttling off towards the Prince. Plan in action, Kheper lashed out with his yoyo, trying to knock Hasad back into the wall, only for the akuma to seize the weapon from the air and spin around, using the momentum to slam Kheper into the wall.

Shimun reached Atem's side just in time to stop the Prince from darting towards the fray. He grabbed the teen's arm and dragged him towards the door, wishing that he could do more but also aware that even with Wayzz's help, he was an elderly old man who would struggle to keep up with the younger fighters.

"I need to…"

Atem was cut off by the sounds of Shada and Abrax colliding with each other as they tried to grab Kheper, only for him to roll under their grasps. A frustrated howl from Hasad drew Atem's attention, but Shimun could not help but notice that Kheper's distraction had allowed Isis and Karim to get the Pharaoh out of the room safely.

"Come on." Shimun grabbed his arm and dragged the Prince from the dining room as guards entered from the other door. The Bearer of the Millennium Ring grimaced, fully aware that those guards were either going to get in the way, or worse become part of Hasad's army.

Atem glanced back as they reached the walkway to find Mahad had moved to guard their exit, despite having already lost his strength.

"Shimun, stop!" Atem tried ordering his Great-uncle, causing the elderly priest to pause for just a moment, his expression twisting in what Atem recognised as distress and anger, before carrying on down the hall.

"If you really want to help, you will come with me. I have something that will protect you from the magic that Hasad stole." Atem's eyes widened and he stopped fighting. Instead he followed, confused.

"What do you know about what's going on and who that is?"

"I don't have time to explain." Shimun shook his head as he headed for his rooms. "Not fully, but someone recently attacked the bearer of some Ancient Chinese magic, and they're using it to attack the palace. I have…"

Debris went flying past Shimun's shoulder, causing both him and the Prince to look back. Hasad was catching up and had thrown the piece of statue at them to get their attention. Shimun's expression darkened and he dragged the Prince behind a pillar, trembling with anger.

"My Prince, go to my rooms. You will find a wooden box with magical jewels in. Take the ring with the green cat paw on it. If the girl who is there asks who you are and what you're doing, tell her I sent you. Hopefully Heba is there too."

"What about you?"

"Wayzz..." Atem had to resist taking a step back as a palm-sized green turtle-like figure shot out from under Shimun's headpiece. "Shell On."

The creature was sucked into the bracelet upon Shimun's wrist, which changed from lapis lazuli to black with five glowing green segments. Green light encircled the elderly High Priest, whose leather sandals shifted into a solid green guard for his legs and feet. His tunic took on a slightly darker hue of the same colour, with a lighter version of the colour covering his chest, and armour of the same colour as his legs covered the man's hands and arms. His belt turned black and a weird shield, green and designed like a turtle's shell, hung from it.

The headpiece vanished, replaced by a mask of green and black, and Atem was startled to find that despite the fact he KNEW it was Shimun there, his mind simply tried to refuse to accept it. Nor could he look at the man for too long, almost as if there was some kind of spell active that refused to let him recognise the transformed person.

"Sh…Shimun?"

"Shtyw." The figure before him, now calling himself Turtle in their language, corrected. "We don't know… Shell-ter!"

Shtyw snatched the shield from his belt and suddenly a green shield, seemingly made of solid light, erupted around them, making Atem jump. The loud crash of debris impacting the shield startled him into wheeling around, only to find Hasad was nearly on them.

"Atem, go!"

The Prince did not hesitate. The moment the shield fell, he bolted for Shimun's rooms. He slammed the door shut behind him and barricaded it before looking around for the box Shimun had mentioned. The sounds of someone pacing in a room off to the side drew his attention and he headed that way, hoping it was Heba, who could help him find what Shimun had been talking about.

Instead he found a forgien woman with bandaged eyes and was attacked by a cat with markings that Atem had never seen before, who let out an angry yowl as it launched itself at him.

"I'vebeensentbyShimun," he blurted out while backing up quickly, not wanting to anger Bastet by accidently kicking one of her avatars even if it had attacked him. The feline, shockingly, backed up and looked at the woman, who nodded. At her nod, the cat allowed the Prince into the room.

"Who are you?" the woman asked, her posture as straight as an arrow, and Atem had a feeling that if her eyes had not been bandaged, she would have been staring straight at him.

"Crown Prince Atem of Kemet." The Prince gave the ancient name for Egypt.

He was surprised when her posture tensed and her hands balled into fists. "And what is it you were sent for, Crown Prince Atem of Kemet?"

Atem grimaced, unable to help but notice that Heba was not in the room and not sure how to proceed. "He told me to collect a ring from a box."

The woman let out a startled noise and her head turned towards the table near the Prince, where he spotted it. It lay open, with four items missing from their respective places. Atem moved to collect what he had been told to collect, only for the cat to hiss and launch itself at him again.

"That Miraculous is too dangerous." The woman's tone turned stubborn as her feline hissed and planted itself between him and the box.

"I need it to protect my home and people. Shimun is fighting the enemy. I need to help him."

"Shimun?" She straightened. "Where is Kheper?"

"I don't know."

Her lips pursed, like she was thinking. Her hands balled and unballed several times, and Atem had to fight the urge to remind her that time was short.

"Fine," she finally snapped out, striding across the room and snatching up the ring before turning to Atem. Her movements were so sharp as she held out the ring to him that it was not hard to guess that she did not want to do this. "Crown Prince Atem of Kemet, this is the Miraculous of the Black Cat. You will use it to protect your people and you WILL return it to me once the current threat has been resolved, understand?"

Atem was tempted to point out that he was the Prince of this land and she had no right to order him around, but something about the pain beneath the anger in her tone told him that there was more to the story than he knew.

"I swear on my kingdom, my Lady, I will return the ring the moment I am able, once my father and my country are safe from this threat." Atem bowed to her before taking the ring and putting it on. It turned from black to silver and almost instantly a small black kitten, about palm-sized, with huge green eyes, appeared, looking tired and wary.

"Plagg, this is Atem." The woman's tone made the kitten wince. "You will obey him."

"You know I don't have a choice." Plagg's voice shook as he replied. Then he turned to the Prince. "You just need to say, Plagg, Claws Out, and I'll do the rest."

"Alright. Thank you for your assistance." The gratitude clearly shocked the little creature and he smiled at it before calling, "Plagg, Claws Out!"

The kwami in question was drawn into the Ring on Atem's finger, which turned black, with a green cat's paw with five pads upon it.

Cat ears, edged in a deep green, settled upon his head and promptly flattened as the Prince took a sharp breath, unused to the power flooding through him. He closed his eyes for a moment as his hearing and eyesight sharpened, trying to take in the new sounds of the world around him.

His tunic vanished, replaced by a black shendyt, held in place by a belt of black and green wrapping, which trailed off into a black, cat-like tail with a green tip. His legs darkened to black, from knee to toe, like he had put on foot coverings, while his arms did a similar thing from elbow to fingertip, but he was startled to see that his nails lengthened, giving him claws.

A wesekhs replaced his normal collar and lay over his shoulders, its beads in layers. Gold, then onyx, then gold, then onyx and finally emeralds made up the last row. Gold bands settled around his wrists, ankles, and biceps, engraved with what would be the eye of Anubis, if not for the green in the center of them.

As he opened his eyes, able to feel the change on his face as well, his world momentarily turned green, then returned to normal. When he looked at himself in the nearest bronze plate, he could see that his upper face was covered by a black mask, except for his eyes, which were shielded by a green, see-through material that did not seem to be impeding his vision.

"Are you alright?" the woman asked, her posture telling him that she expected an attack.

"I'm purrfect." The Black Cat Bearer's reply would have made anyone else laugh or groan, but she did not respond the way he had expected, making the attempt at humor fall flat.

"That's good. That's very good." The woman wrung her hands, clearly uncomfortable. "You will need another name…"

"Definitely. We don't know who our true enemy is. A code name would be safer… I think Kem Mau."

Black Cat. Simple and to the point.

"Alright, good luck." The woman stepped back to let him pass and the feline that had been protecting her and the box followed. "And, Kem Mau?"

He paused in the doorway and looked back at her.

"Remember your promise."