Disclaimer: I own nothing but the plot. Nor do I own the song 'Battle of the Heroes', which cna be found on my Yahoo group right now. Nope. Don't own them at all.

A/N: My thanks to my betas Fallenstar2 and Winterd.

Episode 3 Chapter 12

Battle of the Heroes

Mustafar

"Well done, Lord Vader," Darth Traya said as she kicked over the corpse of Nute Gunray with the edge of her boot. "I see he got your point."

"And it only took thirteen years," Vader quipped. A beeping sound alerted the Sith Lords to the incoming holo-message from Darth Sidious and Traya immediately answered the call.

"The Separatists are taken care of, my Master," Darth Vader said, bowing his head in respect. Sidious nodded.

"It is finished, then," he said. "You have both restored peace and justice to the galaxy. You have done well, Lord Vader, Lord Traya"

"Thank you, my Master," Traya replied with a small smile.

"Send a message to the ships of the Trade Federation," The Sith Lord instructed. "Tell them the Separatist leaders have been wiped out. Grievous and Dooku have been destroyed. All droid units must shut down immediately."

"Very good, my Lord," Darth Vader replied, switching off the holo-transmission. Traya moved over the communication's platform, entered the shut-down code and sent it. Soon, all of the other holographic displays showed Droid troops grinding to a halt. Traya smiled and looked back at her partner.

"To coin a phrase, 'the galaxy is ours'."

Another beeping sound interrupted Traya and the Sith turned to the monitor to see a ship coming in for a landing.

"It's Padmé," Vader said softly. Traya's eyes narrowed.

"Then she's made her choice. Let's go."

Senator Amidala's Star Cruiser, Mustafar

"Mistress Padmé, Master Kenobi, we are coming in for a landing," Threepio said from his seat behind the controls. "I would suggest you strap yourselves in, as I am still new at this flying business."

"You're doing a fine job, Threepio," Padmé said as the droid gently brought the ship in for landing next to the Sith's vessel. "He's here. And so is Darth Traya."

"Listen to me, Padmé," Obi-Wan implored. "Let me deal with Darth Traya. Try your best to get through to Anakin, but if you can't, get away."

"I won't run!"

"We don't know how long or how deep Anakin has been steeped in the Dark Side, Padmé!" Obi-Wan exclaimed. "As much as I hate to say it, it may not be possible to get through to him, at least until Darth Traya has been taken care of." The ship touched down, and the two looked out from the cockpit towards the command center where two figures hurried towards the ship. "Promise me you'll be careful."

Padmé huffed and got out of her seat. "I'm a dead woman, Obi-Wan. I have nothing left to lose." Padmé strode quickly out of the cockpit towards the exit ramp. Obi-Wan sighed, and rose to follow her.

"Sister!" Traya exclaimed happily as Padmé emerged from the ship. "And the ever stoic Obi-Wan Kenobi! My, aren't you hard to kill?"

"Darth Traya, always a pleasure," Obi-Wan replied sarcastically, Padmé ignored her sister totally, her eyes fixed on her husband's face.

"Anakin, listen to me, please! Fight her, for us!"

"And what 'us' is there, Padmé? Why would I want to be with you, when you would bring him here to kill us?" Vader's tone was taunting. Traya's obsidian eyes dancing as she gazed at the sappy Padmé and her newest creation.

"Him?" Padmé looked back confused at Obi-Wan and then suddenly realized what Vader was thinking. "I didn't bring him here to kill you, Anakin! I brought him here to help you!"

"Let him go, Traya!" Obi-Wan demanded. The Sith looked innocently back at him.

"What makes you think I haven't already?"

"I refuse to believe the man I married would willing submit to this life!" Padmé shouted back, turning to glare at Traya.

"And why wouldn't I, Padmé?" Darth Vader asked. "I have power, I have respect. I have brought security and peace to our new empire."

"Your new Empire? Listen to yourself! You can't mean this!"

"I can and I do," Vader shot back, stepping towards her threateningly. "Now, my Master gave you a choice - stand with us or die. Which is it?"

Padmé sighed sadly. "You know I could never stand with you like this."

Vader eyes narrowed dangerously. "Then you've chosen death." The Sith reached out with his hand and squeezed his fingers together and suddenly Padmé found her throat constricting.

Obi-Wan stepped towards Vader. "Enough! This ends now!" He felt as though he needed to do something, but was vastly outnumbered against the strength of both Vader and Traya. "Let her go… you'll kill your child!"

Traya laughed. "And do you think you can take on the both of us alone?"

Tray's laughter was cut off when Darth Vader was suddenly flung away from Padmé and into the side of the Senator's Star Cruiser. As Padmè sunk to the ground unconscious, Traya spun around and ignited her crimson blade as another figure stepped out of the shadows.

"Who said he was alone?" Buffy asked.

Coruscant

The Chancellor's Red Guards were the elite guards of the Senate. Like the Swiss Guards of Earth, the Red Guards (formerly the blue guards) were selected after a lengthy weeding out process, and then put through years of training that would make the hardest Marine weep. They were the preeminent guards of the Senate and no one in history had ever gotten past them.

Sidious sat behind his desk under the Senate Rotunda, Mas Amedda right behind. A light tapping sound got their attention, and they looked up to the doorway -

To see the diminutive Master Yoda enter the room. At once, the Red guards moved to intercept the Jedi Master -

And with a wave of his hand, both were slammed against the wall behind them with bone crunching force, instantly rendering them unconscious. Yoda stopped and leaned forward on his cane, looking at the Sith Master.

"I hear a new apprentice, you have, Emperor, or should I call you Darth Sidious."

"Master Yoda, you survived," Darth Sidious replied dryly, hardly surprised

"Surprised?"

"Your arrogance blinds you, Master Yoda," Darth Sidious growled. "Now you will experience the full power of the dark side."

The Dark Lord raised his arms and suddenly let loose with a blast of blue lightening. It struck Yoda before he could act, hurtling the Jedi Master across the room until he impacted with the far wall and slid down into a crumpled heap. As Mas Amedda left, the only sound was Darth Sidious' dark laughter.

Mustafar

Darth Vader scowled at his sister as he stood up. Darth Traya merely smiled and clasped her empty hand over her heart. "Micro-brain! Growl for me, show me you still care!"

Buffy smirked at her former best friend and, never taking her eyes off of Traya, addressed her brother. "Ani, go and play with Obi-Wan. We girls need to have a little chat."

"Yes, Lord Vader," Traya agreed. "Go kill your friend. Then you can join me in killing your sister."

Obi-Wan instantly ignited his blade. And he brought it up to defend himself. "I think you'll find, Vader, that I am not that easy to kill."

"No," Vader agreed, igniting his blade, "You'll be easier." Darth Vader leapt at Obi-Wan, his blade flashing and Obi-Wan immediately moved to block. Soon the two former friends were going full tilt; their blades moving faster than any normal eyes could follow.

Traya watched the show before turning back to Buffy. "So…here we are." Traya pulled out Mace's lightsaber and ignited the purple blade, showing it to Buffy. "Do you like it? My Master gave it to me after he killed your old Master. It's only fitting that I cut you down with it."

Buffy narrowed her eyes at her former friend. "Are we really gonna do this?" Buffy asked. Traya chuckled.

"Still don't want to take me on, Buffy? Still want to hold back?"

"I'd rather not have to kill you, Traya," Buffy replied steadily, "I'd like to believe there's a little bit of Willow left somewhere in there."

"Oh come on, Buffy! Face the fact that Willow is dead and good riddance!" Traya spat. "Willow was weak and pathetic and allowed others to use her for their own benefit. She was glad when I came to power! And now I'm going to show you what that power can do."

"You won't win, Traya," Buffy stated simply. Traya sneered.

"Oh, I will win, Buffy. This is a huge deal for me! All those years as a side man, and now I get to be the Slayer."

"A killer isn't a Slayer. Being a Slayer; being a Jedi, means something you can't conceive of."

Traya sighed in annoyance. "Oh, Buffy. You really need to have every square inch of your ass kicked."

Buffy ignited both of her blades, curling one up over her head and bringing the other down to her side. "Then show me what you got. And I'll show you what a Slayer really is."

And then Traya attacked.

Yoda

Sidious cackled as he approached the unconscious Yoda. "I have waited a long time for this moment, my little green friend," he said. Yoda struggled to his feet, facing off against the Sith Lord, who glared back. "At last, the Jedi are no more," he added in a smug tone.

"Not if anything to say about it, I have!" Yoda shot back, thrusting his tiny hand out and using the Force to throw Sidious back across the room and over his desk.

"At an end your rule is," Yoda said, motioning Sidious to come to him, "And not short enough it was."

Sidious snarled and leapt through the air, his cloak billowing out around him. He landed right at the exit - only to have Yoda land right in front of him. "If so powerful you are," Yoda asked, drawing his lightsaber and igniting it, "Why leave?"

"You will not stop me. Darth Vader will become more powerful than either of us," Sidious exclaimed, igniting his own crimson blade. "And if he fails…" A truly evil smile lit his face now. "Darth Traya will still remain."

"Faith in your new apprentices, misplaced may be, as is your faith in the dark side of the Force."

And with that, the two Masters - one Jedi and one Sith, faced off in their ultimate battle.

Obi-Wan

The battle was fast and furious. Vader may have been younger and more powerful, but Obi-Wan had experience under his belt - as well as having the advantage of having taught Anakin everything he knew.

They traded blows, blocking and thrusting, stabbing and parrying. Vader kicked Obi-Wan, causing him to fly back towards the control room and he used the Force to land on his feet. Vader moved in and pressed his attack, his blue blade flashing. Obi-Wan blocked his blade and lashed out with his right hand, snapping back Vader's jaw.

"You're stronger than her, Anakin!" Obi-Wan pleaded as he was forced by Vader down the hall into the control room. "Fight her!"

"You know, I already had a nagging wife," Vader growled, swiping his sword down and barely missing Obi-Wan, cutting into one of the holo-tables instead. "I really don't need another one."

Vader lunged at Obi-Wan, who spun around out of the way and brought his blade back to bear. The two spun their blades at each other, each looking for a hit, but each knowing each other so well that they were able to avoid each other. Finally Obi-Wan managed to lock his blade with Vader's, then reached out with the Force to hurl the Sith away. At the same moment Vader did the same and for a few moments it was a battle of wills, each calling upon the Force against each other -

Until finally the power between them seemed to explode, blasting the two away from each other. Vader recovered quickly, picking himself up from the console he had landed on and hurtling himself across the room towards his former Master. Vader brought his blade down and Obi-Wan just managed to move so the blade sliced through the control panel instead. As the two continued to fight, neither noticed the panel Darth Vader had just destroyed controlled the force fields that protected the outer areas of the center.

Buffy

Buffy and Traya moved along the outskirts of the facility, sticking to the hard, ashen ground, their four blades moving faster than the normal eye could follow. Traya attacked viciously, pushing Buffy farther down the steep embankment towards the river of lava below. Buffy continued to block, desperately searching for an opening. She brought her silver blade down at Traya's head, but the Sith brought both of hers up and trapping Buffy's between her blades. Buffy swung around and batted the lightsaber blades away with her green blade, forcing Traya off balance for a moment. Buffy took the opportunity to Force-leap onto a small bridge that was suspended over the river. She stood at the ready as Traya leapt up after her.

"Going so soon, old friend?"

"Nah, just wanted a better view," Buffy replied sarcastically.

"You're getting slow in your old age," Traya mocked, moving lightly on the balls of her feet. Buffy kept up her guard.

"And you sure like to tal-" Buffy was cut off by the sound of a blaring siren. "What the hell…" she breathed as she watched the blue glow of the Force field around the bridge fail - just as a large wave of lava bore down on the bridge. "You have got to be kidding me!"

The two leapt backwards as the lava washed over the bridge. Traya thrust out her hand. "Congelo!" she yelled, and instantly the lava turned to ice. Billows of steam thrust into the air, obscuring Traya's vision. Suddenly Buffy came thrusting at her, sliding through the steam across the already melting ice. Traya batted away the silver blade and swung for Buffy's head, but the Slayer was too quick and rolled under, coming up to her feet and instantly running for the end of the bridge as it collapsed behind her. Traya cursed and ran after her quarry, determined to put an end to her once and for all.

Yoda

Yoda was not having a good day.

The biggest asset Yoda had in a fight was his ability to move around rapidly and attack from many different angles almost at once. Sidious had nullified that advantage almost at once when he fled into the Chancellor's podium and raised it into the massive senate chamber. As a result, Yoda was confined to only a spare few feet to maneuver. A lucky shot finally gave him the break he had been looking for and caused the Sith Lord to jump off of the podium to one of the senate pods.

And then he started flinging the pods at Yoda.

Of course, his speed and agility, bolstered by the Force, proved to be a lifesaver as he leapt from pod to pod, avoiding the deadly projectiles that the Dark Lord flung at him. He finally managed to turn the tide when he used his mastery of the Force to send a pod crashing back at Sidious, who leapt to a lower pod to avoid it. Yoda jumped up to meet him, his lightsaber ignited -

And was met by a powerful blast of Force lightening, which knocked his lightsaber out of his hand. Yoda called upon the Force once more, using its power to block the brute force of the lightening. Sidious leaned forward, pouring everything he had into the lightening; all while Yoda called upon his inner reserves to block it. Finally, after what seemed to Yoda to be an eternity the energy back lashed, sending both Force wielders over the edge to the floor far below.

Yoda bounced off of a couple of downed pods and landed on the floor in a heap. Sidious landed a bit more gracefully, calling upon the Force to land on his feet.

"You are beaten, Jedi," the Dark Lord rasped as Yoda struggled to his feet. "Your powers are weakened, your Order destroyed. And there is no one left to come to your aid."

And suddenly Darth Sidious was thrown across the floor, knocking into a fallen pod and collapsing in a heap. "You really shouldn't tempt fate, your Highness." Yoda's eyes widened in shock as a figure stepped out of the shadows of the Senate.

"For fate has a way of coming back to bite you in the ass as a friend would probably say." Qui-Gon Jinn said, a small smile on his face.

Obi-Wan

Obi-Wan was nearly spent. Vader was half his age with double his strength. But the Jedi Master could feel the conflict in his former student; could feel Anakin rearing his head trying to break through Darth Traya's control. But the spell was ultimately too strong and Anakin just wasn't experience in throwing off the kind of mental intrusion Traya had put upon him. And Obi-Wan had come to the sad realization that ultimately, he may have to kill Vader to save Anakin.

So Obi-Wan stood on the small platform as it flowed over the river of lava, looking over at Darth Vader as he approached on the top of a small lava-collecting droid. Darth Vader looked back at his former Master, a cold look on his face.

Obi-Wan stared at his former apprentice for a moment before he began to see something… there was more emotion in Anakin now. He was gaining strength through the use of the Dark Side. Traya's plot to turn him over without having to use her dark magic on him was almost complete.

Which meant that he was still faced with the realization that Vader had to die to save his brother…

"This is the end for you, my Master," he said coldly. Obi-Wan sighed.

"I don't want to, but I will destroy you if I must."

"You will try," Vader snarled and then leapt over Obi-Wan and onto the platform, where they dueled once more…

Buffy

Buffy was getting tired. She had made it to the far shore as the bridge had collapsed and turned just in time to hold off another vicious attack from Darth Traya that had managed to knock Qui-Gon's lightsaber from her hand. She had ducked the next attack and lashed out with her foot, knocking Mace's purple blade from her hand. Now both with only single blades, the two launched a flurry of offensive and defensive moves at each other, only backing off as they both ran out of breath.

As Buffy turned back, wielding her blade over her shoulder, her chest rising and falling with her shortened breath, she watched as Willow leapt into view. Her movements were almost cat-like as she slid foot-over-foot, almost like a dance. Her crimson blade was held to her side in a more formal style.

And the one thing Buffy could barely register through the entire fight was that it had finally come down to this. She had loved Willow like a sister… she had been her closest friend. For years they had looked after each other.

But this wasn't Willow, not anymore. This was a darker version of her best friend, one that was too far involved with the Magics. Even if she didn't want to admit it, she knew that Willow could never come back. And Buffy was going to have to kill the woman she once considered her closest friend.

She thought about Jacen and her dead children; she thought about Traya's hold over her brother whom Buffy spent so much time and energy to protect from the Dark Lord's control only to have Traya trounce her again. And then she remembered the look on Neeja's face as Traya told Anakin to kill him.

Biting back a cry of rage, Buffy sped forward, her arms twisting and turning, pushing Traya to the defensive. Each thrust was built out of her rage. She felt the darkness starting to slip in, but fought against it. This had nothing to do with revenge; this was about preserving what little of the Jedi Order remained.

Finally, Traya caught the tip of Buffy's mechanical arm and kicked it, sending Buffy sprawling towards the river of lava that bubbled below. As she did, Traya slipped behind her. Glancing up, she smiled.

"Recognize our old stomping grounds?" she asked, gesturing to the ash covered ground and the small outcroppings of igneous rock. "I guess you wouldn't, seeing as you spent most of your time here locked in a box. This, old friend," she made a sweeping gesture with her hands, "is where we were held by the Slavers. Back to the beginning, indeed."

"Or arriving at the end," Buffy remarked, raising her blade in a salute. "Come on, Traya. Give us a kiss."

Traya was the one to bite this time. Buffy simply used her Slayer abilities to kick the Sith away from her before swirling her lightsaber back to her. The ashen landscape looked almost foreign to her, and yet it seemed right that this was where she could potentially make her last stand.

Traya leapt with the grace of the Force, landing straight in front of Buffy. Again they began their duet, spinning, twisting and snarling their way across the ashen landscape.

Panting, they pulled away, the tips of their lightsabers clashing with a slight hiss. Buffy walked below, stepping carefully over the uneven ground. "Do you really think you're ready for this?" she asked steadily, watching as Traya flashed her that cruel, demented smile that Buffy found almost relieving. It would be far better to kill Traya as long as she acted like her and didn't look like the one Buffy used to know.

"Do you really think I'm afraid of you?" Traya mocked instead, pushing her lips into a full pout. She then changed her voice into something both otherworldly and screechy. "Mom, Ani, waaah."

Buffy pushed forward her attack, more to shut her up than anything. But this time, she worked in her attack, trying to force Traya to put her blade in the sweetest little spot… when Traya's wrists finally twisted into the perfect position, Buffy brought her blade up and slammed it down as far as it could go.

Nothing happened and Traya grinned.

"Come now, Buffy. You didn't expect me to not prepare for that old trick, did you?" she asked mockingly, before releasing one hand from her lightsaber and pointing it at Buffy, letting loose with a blast of Force lightening.

It caught Buffy in the chest and blew her back twenty feet, where she landed on her back writhing in pain. She couldn't help screaming as she felt as though her very blood was boiling within her skin.

"That's right, Buffy! Feel the burn!" Traya shouted with malice as Buffy convulsed on the ground. After a few moments, Traya relented her attack and Buffy rolled over onto her stomach, groaning in pain.

Traya smiled in triumph as she circled her former friend, her lightsaber glowing and ready to strike. "How did you think this was going to go, Buffy? You'd defeat me, maybe even bring back Willow? That Anakin would snap out of my spell and beg for forgiveness? Please. You were never going to defeat me. I will kill you here and then go on to kill Palpatine and rule over this Empire, remaking it in my image. Why?" Traya smiled wickedly as she stepped around Buffy's moaning form. "Because I have the power to do so. Because I have power that no one could ever dream of! And because there's no one in this galaxy with the power to stop me now…"

Traya was cut short by a burst of green energy that struck her in the chest and sent her flying into an outcropping of rock, where landed in a heap at the base of it. She looked up expecting to find another Jedi to take care of…but what she saw shocked her to her core.

Buffy looked at Traya's shocked face, then followed her line of sight - and gasped in shock.

For at the top of a small incline Rupert Giles stood, his arm outstretched, his glasses missing, his eyes boring directly into Darth Traya's

"I'd like to test that theory."

WTF!

Errr...

TBC...