Nocte got to her feet, casting the blade away. She saluted them, tapping two clawed fingers, the skin shredded and bone peeking through, against her forehead and winking at the class.

"Hiya kiddies~" She laughed. "Nice to finally meet'cha." She said before looking at Michael and Evening's Dawn. "Well, if it isn't the usurper's little guard dog and the corrupted angel. How's it been?" She asked.

"You foul creature. Our Lord should have eradicated you when he had the chance!" Michael snapped, summoning his sword. Nocte laughed, her shadows rearing up.

"He couldn't do it, what makes you think you can? Besides, you haven't realised have you?" Nocte said. Evening's Dawn paused before realising.

"Why are we able to create forms?" She asked softly.

"Because the child is giving up. Her body is broken. Her heart is shattered. Her mind is cracked. She doesn't know what to do. All because of him." Nocte grinned, pointing at Samael. "But that's not all. Her limits are breaking. We can use her energy to make our own forms." She added.

"What do you mean?" Gen asked.

"Look."Nocte said. She raised her claw and grabbed her own hair. She pulled, separating herself from Astarte. She chuckled and sighed. "That's better. Eyes are so overrated." She cackled, casting Astarte aside. The class grimaced as she struck the ground and rolled.

"Why are you here? You were banished from the three realms." Ryan said, his familiar growling beside him. Nocte turned, her head tilted to one side as her empty eye sockets stared at them. A vicious grin split her ragged lips, the fangs peeking through the shredded skin.

"Ah, you're like her~ Half heaven, half Gehenna. But not as powerful. You're no fun." She added. She turned back to Michael, ignoring the question which seemed to annoy the class. Meiko picked up a stone and threw it at Nocte.

"Oi! Answer the question!" She yelled. Nocte growled before laughing.

"Oh! You're his latest little spawn. You caused the initial cracks you know. She saw you and the doubt began." Nocte said. The class turned to look at Astarte's still form.

"There's no way she would give up to you." Leon said firmly. No one noticed the familiars slipping in behind them.

"Enough. Time for this farce to end." Michael snapped. He picked up his blade and moved towards Astarte. He stood over her, raising the blade. "Darken this world no longer monster." He murmured.

But before he could stab it down, something collided with him, knocking him back. He glared at Kitsune who stood over Astarte, the multi-tailed fox growing larger. He snarled at Michael, keeping his body between the angel and Astarte.

"Out of the way beast!" Michael ordered.

"No! You will not harm our Mistress!" Kitsune barked. Yelps and yells emerged from the class as familiars appeared, pulling them onto their backs or lifting them in their claws. They all turned and began to flee from the training ground. Kitsune lifted Astarte onto his back, his tails raising her injured form. He began to run, slowing partially to allow Amaimon to jump onto his back. Jen grabbed Sora and Chikyuu, jumping onto her spider familiar and fleeing the scene. Michael watched them leave, listening to something land beside him. He glanced at the angel beside him.

"Track them down Uriel. Finish that beast off." He ordered. Uriel nodded and took flight. The class looked at each other, unsure of how to respond. The familiars ran, moving swiftly through the forest.

"Kitsune! Where are we going?" Leon yelled, clinging onto the chimera he rode with Amixtri.

"Somewhere safe for Mistress!" Kitsune barked. "Somewhere the angels can't go without declaring war." But before the class could confirm their fears, the great fox tripped, his paws entangling in wire. Astarte and Amaimon were thrown from his back and hit the ground.

"Whilst I would happily watch you drag this crazy fille back to Gehenna I cannot allow you to take the students." Moreau stated as he stepped forward. Kitsune growled, trying to untangle the wire from around his feet. Amaimon stood between Moreau and Astarte.

"Back off exorcist." He growled as the other familiars paused.

"I'm afraid I cannot. You see, the Vatican have decided that leaving these young ones under her care is a terrible idea. They have asked me to return the class to the Vatican and remove the temptation of Gehenna." Moreau explained. He side-stepped suddenly, avoiding the small hobgoblin that had leapt at him. He pulled out a shotgun and fired, killing the small demon.

The familiars around him voiced their anger. The hellish chorus echoed through the forest, startling birds into flight. Cassie moved to jump down from the chimera she was on, only to be stopped by Drake. He pointed at Baphomet, the great chimera standing over Astarte.

"You have one chance exorcist, leave in one piece or fall as many." The great chimera growled. As his words fell silent, the only movement was caused by the wind. It ruffled the fur and feathers of the familiars whilst dancing through the others hair and teasing their clothing. Silence ruled, the only sounds were their heartbeats thudding in their ears and the raspy breaths from Astarte's injured form. Each second felt like a lifetime as it ticked by. But Moreau did not move.

"So be it." Baphomet growled. He let out an ear splitting roar, the very earth rumbling from the strength of it. The other familiars voiced their rage, casting the students aside. The army of demons moved and charged towards Moreau, determined to protect Astarte. Moreau quickly fired several shots, taking out several smaller demons. A large manticore leapt at him.

"Merdé, you have a lot of these beasts under your control for a young fillé. But is it truly you they obey? Or is it another?" Moreau called to Astarte as he swung the shotgun around, smashing it into the Manticore's head. As the beast skidded, stunned by the blow, he fired at its tail, blowing the snake head clean off. The beast howled in agony, another charging forward. Moreau killed it with a swift fatal verse. More and more demons charged at him, two more filling the place of each that fell.

Whilst they fought, Astarte moved. She rolled onto her front and began dragging her injured form towards a gate. As Baphomet pinned Moreau, letting the other demons at him, a shadow fell over her. Uriel landed before her.

"Foul beast. I will finish what our Lord started." She snapped. She raised her sword, time seeming to slow as Amaimon moved to save his promised one. But the blade never reached her, instead it shattered above her. Shards of broken steel glinted in the light as they fell to the ground. A loud sigh filled the air.

"And here I was thinking I would finally get some peace and quiet but no. You lot have to rile up a lot of noise and humdrum and make mountains out of molehills." A female voice echoed through the air. "Honestly, you are no better than children. Why I let him let you kick up such a fuss I do not know." Everyone froze as another figure began to pull itself free of Astarte's broken form. "Still, you're entertaining, I must give you that." The voice continued as it stood to its full height.

"That's not possible." Yukio murmured, the older class frozen as they looked on the scene. "She can't be….."

"Who is it?" Gen asked.

"It's the original creator." Amaimon said, his eyes wide. "It's Outcast."