The door to the dorms they were all staying in creaked open as Cassandra staggered back. She grimaced at the sound as it closed before creeping through when the light went on. Astarte stood, arms folded across her chest and watched her. When Cassandra went to explain, she silenced her with a raised claw.

"Before you try to explain, I am not up because I was waiting to scold you. I merely cannot sleep." She tapped the side of her head with her index claw. "They're being too noisy." At the look of confusion she got she remembered. "Oh yeah. I haven't told any of you about that yet. Well, you know I can say so easily about your "other sides"? Well it's because I don't just exist like this. There are three other versions of me that all exist. They are the Outcast, my angelic form and my true demon form. And they never shut up." She said. Cassandra looked at her with confusion. "They talk, well argue, constantly. That's what I forced Moreau to experience. Their constant arguing."

She walked over to the counter where a glass stood with some sort of red fluid inside. "So, how was your night?" She asked, trying to make some sort of conversation.

"Why did you only mention the third child today?" Cassandra asked. Judging from how she stiffened, Astarte hadn't expected that.

"I never told anyone else because...Because I can't cope with the memory. Everytime I talk about it, I see her face, remember the little smile she had right as she passed away. It's...it's so painful to see and I can't cope with the pain." She sighed and turned. "Tomorrow my familiars will gather you all and I will lead you to our battle with Lilith. I will explain my plan as soon as we are gathered. Now, go get some rest." She said before heading off back to the room she had. As she passed Cassandra, Cassandra spotted something trickling down her cheek.

The next day, the students waited as Astarte created a image for them. "The plan is as follows. I want those of you with familiars up here on this ridge." She pointed at the ridge. "Once the signal is given, you come in and attack any familiars she may have summoned. My familiars will know the signal and tell you when to attack as well as attacking with you. Those with elemental abilities, I want you lot to come up behind Lilith and attack her. Meiko and Leon, I want you two hidden amongst the rocks so that Meiko can create her worm holes and Lilith won't notice you. Specialised, I want you to attack from both the left and right. All except Cassandra, I want you to approach Lilith with me. The presence of a child of Zarathos will no doubt un-nerve her." Everyone nodded. "Ok, you lot get going to your hiding places and wait for the signal. At least one of my familiars should be with you to show you when to attack. As for releasing your demonic sides, just reach into your soul and mind for that dark part that terrifies you and it'll respond. Now go!" She dispelled the image and whistled. Tikbalang came galloping towards her.

She hopped up onto his back. "I suppose I should assume the proper attire." She murmured. Both Mephisto and Amaimon nodded. Slowly, the flames that terrified so many crawled up and embraced her form. As the horns appeared amongst her hair, a crown surrounded by the purple flames appeared as well. The final big change was the whites of her eyes turning to black. "Let's go Tikbalang." She muttered, nudging him with her heels. Tikbalang whinnied and galloped off, a slightly smaller chimera following to bring Cassandra along.

When they reached the clearing in the valley, Lilith stood waiting for her. "Ah, so the false queen finally shows herself." She chuckled.

"Where are my sons?" Astarte growled as Tikbalang slowed to a halt.

"They're safe. I've merely being telling them some interesting stories about what a monster their mother truly is." A brief flicker of anger passed her face but Astarte quickly calmed it.

"Why are you doing this Lilith? My sons have done no ill deed to any and father will not be impressed when he finds out you have taken them." Astarte snapped.

"Oh, I can easily get around your father. After all, I am in his favour." Lilith smirked at her.

It fell when Astarte smirked back. "I think you'll find that to be false now. Whilst you may use your body to get your way Lilith, you are no longer in favour with anyone. I guess everyone must get bored of a demoness at some point if all she does is lie on her back with her legs open." Lilith growled at the final remark.

"I would hold your tongue false queen."

"I am your true queen! I was chosen for the role by my father and our Lord Satan himself. You cannot question nor deny his judgement."

"If you didn't look so much like the whore of an angel who bore you, you wouldn't even be given a second glance by him! My son would be the ruler not you, little girl!" Lilith snarled. Astarte glared at her.

"This is your only chance, return my sons to me and go back to Gehenna and I will spare you from any punishment." She said. Lilith responded by throwing a fireball that struck her straight in the face, knocking her down from Tikbalang. "Fine, if that's how you want it!" The sky darkened as her flames grew brighter and her human arms were replaced by demonic claws. "I'LL GIVE YOU YOUR PUNISHMENT!" She roared. A jet of flames erupted, signalling to the familiars to let the students attack. As the familiars of Lilith aimed to attack Astarte, her students and their familiars began attacking them. Those who were too afraid to use their demonic side fully had been given weapons that held some of their power.

Astarte leapt at Lilith and began clawing any part of her flesh she could reach. Lilith responded by biting into her arm and tearing a chunk of it out. The two of them leapt apart and ran at each other again. As familiars were slain by the groups of demonic children, either by weapons or their own bloodthirsty hands, they realised how violent a demon fight could be. Astarte picked Lilith up and formed a spiked pillar of earth before slamming Lilith down on it. Lilith screamed as her spine snapped. Behind the two of them and out of sight, Meiko sent Leon through her worm hole to grab Sora and Chikyuu. The two boys, though unharmed seemed unnerved by the experience.

Just as the last of Lilith's familiar's fell to the blade Cassandra used, they saw Lilith on the ground. Barely alive and terribly injured. "Your crime will not go unpunished. For the act of treason against your ruler, your punishment is the cor devorantem." Sheer horror appeared on Lilith's face.

"That punishment was banned."

"For the use as a punishment for a none serious crime. For treason, it is acceptable and the only one worthy." Astarte growled. Her fangs sharpened and her claws lengthened. "You will never bother any demon again!" She snarled before leaping upon Lilith and beginning to shred her body limb by limb. Many of the students looked away as claws sharper than any blade sliced through skin and muscle and fangs crushed bone to dust. Finally, after her legs and arms were reduced to mere rags, Astarte reached her claws into Lilith's chest. She screamed in agony as her ribs were broken and shattered and the muscles of her chest and her lungs were shredded. But still, she did not die. She watched in horror as her own, still beating heart was torn from her chest, the blood exploding out onto her face.

Astarte watched as the heart began to stop beating and the light faded from Lilith's eyes before turning to the others. "You must now stand as witnesses to the final act of her punishment. To ensure she will never again return to repeat her offence, the heart of the traitor must be destroyed." They watched, expecting her flames to burn the heart. But instead, Astarte raised it to her lips, opened her jaws and began to devour the heart. It proved too much for some who threw up at the sight. When the heart was devoured, her flames receded and Astarte looked towards where Meiko and Leon were.

"Mummy!" The two united cries sounded as she sprinted and grabbed her two boys in a crushing embrace, the mask of the monster demon gone. Instead stood a mother overjoyed at her sons' safe return, the tears streaming down her face. "Mummy, we're sorry! We never meant to frighten you!" They cried.

"Shh, I know. It'll be alright." She turned to her students and let out a genuine smile, the first time some of them had seen it. "All I can say to you is Arigato and that I'm proud of you lot. You just managed to hold your ground against the familiars of Lilith."

"You know what this means right?" Drake asked. Everyone looked at one another. Then in unison shouted one word.

"PARTY!"

Ok, for those of you who have submitted characters but haven't seen them yet, I will use them ok? So don't panic. They are going to start being introduced at the start of the next chapter which will continue on from this one. I just wanted to get the fight with Lilith out of the way to leave it open for more. Also, I've been considering potentially bringing in another demon king to see what Astarte is up to. But I don't know which one. I was considering Belial but now I'm not sure so I want to ask you what you lot think. Either leave a review or send me a pm telling me your thoughts.

Astarte: *looks up from reading the chapter* That isn't a very good fight scene.

It's two in the morning! What do you expect when I'm exhausted?!

Astarte: Oh, fine. The bitch here doesn't own anything except her own personal ocs.

You wanna undergo more pain in that lemon I'm doing?

Astarte: What more pain could there be?

It rhymes with Grape and several times.

Astarte: *Sweatdrops* I'm the demonic angel but I'll be good.

Thought so, anyway this is sayonara until next time dear readers from me, the psychotic author.

Astarte: Ciao