:: Chapter 2 Level Two::

"Wha-?!"

Lily bolted up in her bed and fell over. She held back the yelp in her throat after her head collided with the ground.

"Ow..." Lily groaned, rubbing her head.

She looked at her clock to see it was only 2:34 am. Lily stood up, walked over to her bookcase, and grabbed a book with black binding.

"Hmm... where did I leave off...?" Lily asked herself, flipping the pages.

She found the page she was looking for and gathered some chemicals in test tubes. Lily went over to her oil lantern and put the match on the wick. Lily began humming to herself when she grabbed an akuma blood bullet. She kept it for analysis.

-Brrrriiiiiiiinnnnngg-

Lily jumped and almost hit the point of the bullet with her left hand. She picked up the telephone hoping Allen didn't hear or wake up.

"Hello?"

"L-L-Lillian!! There's an akuma!! It's--"

The line went dead.

"Shit."

Lily opened the wide window in her room and jumped out of it after she put sweatpants on.

"Help!!"

Lily looked down the hilll to see an akuma skeleton slash the Flower shop owner's throat and begin to climb into the skin. Next to it was-

"The Millenium Earl." Lily said angrily with disgust.

Invocate!!

The innocence in her wrist glowed and her arm became that of a dragon's. The Earl looked up and saw Lily ten feet away from him.

"Ahh yes. How are you?" The Earl asked Lily, standing up.

"Shut up. Why do you bother to try and obliterate "God"? You know it's impossible!!" Lily shouted as she swung her arm back.

Lily swung her arm at the Earl, but he jumped out of the way and she hit the akuma skeleton, which burst into flames.

"You're just like the last time we met."

Lily whipped around to see the Millenium Earl. He put his umbrella in the air. Five seconds later, there were nearly thirty akuma hovering behind him.

"Let's see how long you last." The Earl said, his eyes visible as he grinned.

The akuma cannons fired at Lily. She held her arm up against the bullets and swiped them away.

"Like I said last time, the bullets won't affect me." Lily spat and the Millenium Earl shrugged.

"Then I'll have to bring out a different type then..."

Lily was dumbstruck. She smacked her head to make sure she wasn't deaf.

"What?"

"Yes... Say hello!!" The Millenium Earl laughed as he put his umbrella into the air again.

A different type of akuma stood before her. It looked like a clown... literally. Or maybe a court jester... ? It danced around like a giddy child.

This akuma... can feel emotions... ?

"Have you ever fought a level two akuma before... ? I doubt it!" The Millenium Earl laughed as Lily gave him a glare.

She looked from the Earl to the akuma. It was... smiling... ?

"Innocence! I'm going to get it!" The akuma squealed as it lunged at Lily.

She jumped up and brought her weapon down onto the akuma. It dodged and punched her in the face; causing her to fly twenty feet before she backflipped and hit the ground. The Millenium Earl gave a sigh as Lily spat some blood onto the ground.

"You really aren't much of a challenge…" The Millenium Earl muttered disappointed.

Lily tried to attack the akuma again, but it dodged and elbowed her in the stomach. Lily gagged and took a few steps back.

"What am I going to do… ?" Lily asked herself as the Akuma lunged at her again.

She dodged, but the akuma was one step ahead of her.

It vanished.

"What the fuck?! Where did it--"

Lily felt a sharp pain in her back and a claw protruded through her chest. Blood sprayed and Lily felt her body explode with pain. She screamed and fell on her knees; the akuma removing it's claw. Lily saw that the akuma's arm was basically the same as her anti-akuma weapon. Lily thrust her weapon on the ground to keep her from toppoling over as she gasped for air and put her hand over the gaping hole in her chest. Blood poured over her fingers and Lily's vision was beginning to turn double.

"Aggh... damn... you... Earl!!" Lily shouted, standing up shakily.

The akuma looked at Lily in confusion.

"How can you stand? Doesn't it hurt? Do I need to hurt you more?"

"Listen, pansy, you are never going to get this innocence!!!" Lily snapped, lunging at the akuma.

It easily evaded and Lily, instinctivly swung her arm backwards. She heard a sickening snap and turned. The akuma was cut in half...

but she knew it was still there.

"Over here!" The akuma said in a sing song voice; bringing it's claw down upon Lily.

Shit!!

Lily swung the elbow of the anti akuma weapon up and blocked. When the akuma jumped back, Lily felt blood build up in her mouth and pour over her lips. The wound was worsening.

Damn! DAMN!!!! I can't die like this!!! I won't... I'll... keep living!!

Lily lunged at the akuma once more. She attacked with all the strength she had, but it wasn't enough. Lily took another swing at the akuma's head and missed as it evaded. The akuma appeared behind her and put it's claw to her throat.

"Innocence! Innocence! Here I am!" The akuma sang, pressing it's claw to Lily's throat.

This is it...

The Earl let out a laugh of victory.

I'm going to...

The akuma kept singing as it made A slice in Lily's neck; causing it to bleed.

die.

A white claw suddenly shot through the akuma's head. It shrieked and burned. Lily, light headed, shut her eyes and fell onto the ground; no longer having any strength for fighting or supporting herself.

"Lillian!"

She felt someone help her sit up and she opened her eyes. Allen's concerned and panicked face came into Lily's view.

"S... sorry..." Lily mumbled.

"You don't need to apologize! I'm gonna get you to a hospital, okay?! So hang in there!!"

Lily looked at her anti akuma weapon and disarmed it as the Millenium Earl vanished, his eyes slits, and silently cursing Allen and Lily.

"No need to..."

"Don't say that! Everything will be okay so don't give up!!" Allen urged as Timcampi flew to Allen.

Lily gave a chuckle.

"Don't worry... my motivation and determination... is still as strong as ever."

With that, Lily tried to stand.

"S-stop!! Lillian--"

"Don't call me that!!" She snapped.

Allen blinked in suprise.

"Don't call me 'Lillian'! It's so... formal! Promise me you won't call me that! Ever!!" Lily growled, succeeding in standing.

"Uh... o-okay..."

"Just call me Lily and we'll call it even; for letting you stay at my house."

Allen nodded in agreement and Timcampi flew off in direction of Lily's house. When Timcampi went back to Allen and Lily, they were calm. Lily was freezing and Allen had offered her his exorcist coat, but she refused.

"Looks like Timcampi brought bandages." Allen said relieved as Timcampi dropped the first aid box next to him.

Lily nodded.

Allen hesitated at wrapping the wound, on Lily's chest, and she gave an annoyed groan; snatching the bandages from him.

"Turn around and don't look or I will murder you." Lily threatened venomously; sending chills down Allen's spine.

He didn't object and turned as Timcampi sat in front of him.

"L-lily?"

"What?" Lily said in an annoyed tone.

"Shouldn't you be knocked out from the major bloodloss?"

"No."

"Why?"

"Because I'm not like normal people."

"How so?"

"You ask too many questions."

"Just trying to make conversation..." Allen mumbled.

When Lily had finished wrapping her bandages, Allen was about to fall asleep.

"Wake up."

Allen was jolted awake and stood.

"You can turn."

Allen obeyed and Timcampi perched on his shoulder. Lily was walking and talking as if she was never damaged in the first place.

(((Space)))

What is up with this... girl? It's like she never fought the akuma in the first place!

"Well?"

Allen snapped out of his thoughts and focused on Lily.

"What?"

"I asked if you want me to go tomorrow. To the Black Order Headquarters." Lily repeated as they started up the hill to her house.

"If it isn't to much troubl--"

"Okay. I'll pack now and see you in a few hours." Lily interuppted, walking up to the door of her house, "Help yourself to the stuff in the kitchen. I'll be catching up on some rest in my room. Luckily, my golem fixed the door as soon as it was smashed down." Lily muttered darkly.

Eep!!

"Er, yeah, sorry. I'l just sleep too!" Allen said anxiously.

Now that he thought about it, he did see a black golem earlier in Lily's room, but it was all he saw besides when she was wrestling the cat for Timcampi.

"Sure. See ya later." Lily called as she unlocked the door, shut it, and locked it behind her.

She is... different.

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Yay!! Another chappie completed!! Sorry about the looooooooooong wait, but I had alot of business to attend to(such as entrance exams), but that is over! HURRAH!! Anyways, please R&R without flames. Suggestions are helpful and I hoped you enjoyed the second chapter of this fanfic... action packed and a near death experience(laughs maniacally)! Until next time!!

Fallen