First time writing anything let alone a fan fiction so criticism is welcomed. Hopefully nothing looks too bad and that I'll get better at writing with each chapter.

Disclaimer: All characters belong to their respective owners.


Max struggled underneath the girl as she choked him. The bed they were on suddenly burst into flames, along with anything else combustible in the room.

"Let… me… go… bitch…!" Max managed to say as he pulled at the girl's hands.

The girl licked her lips as she continued to strangle Max's neck, seemingly enjoying squeezing the life out of him. She let out small chuckles as she watched him squirm beneath her.

"Fucking hell. She's out of her mind. She leaves me with no choice." Max thought. He then summoned some of his unnatural strength and kicked her in the back of the head with his foot, knocking her off of him. He rolled off the bed as he held his bloodied neck. "You… damn bitch…" Max said as he gasped for air. "You better have a good reason for trying to kill me."

The girl was on her knees on top of the bed, rubbing the back of her head. Her skirt was lifted up, revealing her snow white panties. Max walked over and stood behind her.

"Answer me you bird bitch thing!" Max yelled as he slapped the girl's behind.

The girl yelped as she shot up straight, holding onto her pained behind. She quickly turned around and delivered a jab right into Max's face. The force of the blow sent him out the window of the room. He broke through the glass window and screamed as he plummeted about three stories before hitting the ground.

Max laid on his back, staring up into the sky. "Yeah…That one hurt…" Max said, blood dripping from his nose.

The girl suddenly flew out the window Max had just broke through with her wings spread out, showing their true size. She dropped towards Max as she prepared to stomp on him. Max quickly rolled to the side to avoid the girl. She slammed into the ground, putting a large dent into it and causing the ground to tremor. Max jumped to his feet and stood his ground in preparation of the girl's next attack.

"Let me guess… That bed I slept in just so happens to be yours and now you're pissed. Am I right?" Max said. He quickly looked around him as a ring of fire suddenly formed around the two. "This your way of saying yes?"

The girl held her hand above her head. A small glowing, yellow orb formed in the palm of her hand then began to grow. Max watched stunned as the orb grew about three times larger than the girl.

"It looks like the fucking sun…!" Max thought.

The girl's stern expression quickly changed as she smiled sadistically. She threw the burning ball at Max the moment it grew to about five times her size. Max dove out of the way as the ball made a path of fire along the ground passed him.

Max formed a cocky grin as he held up a middle finger at the girl. "Ha! Throw more of those slow moving attacks all you want! Damn things won't ever hit me!" Max yelled to the girl.

Suddenly a light shined behind Max, along with a loud bang that shook the ground. He turned around in time to see a mushroom cloud off in the distance before being hit by the blast of the explosion. He yelled as he was sent flying towards the girl. The girl delivered a devastating kick to Max's back the moment he came within range, knocking the wind out of him and snapping his spine. He fell to the girl's feet as he spat up blood.

"Yeah…That one really… really hurt…" Max struggled to say.

The girl held her right hand out to her side. An orange, rod-like device suddenly formed around it. She then pointed the device at Max's face. His expression turned to fear as the end of the rod began to glow. The girl's grin grew more dark and twisted.

"Fuck me slowly… She's going to kill me." Max thought as sweat poured down his face.

Max clenched his teeth then smacked the rod, making it point into the air. An orange, burning beam fired from the tip of the rod and into the air. Max's power healed his spine while leaving the pain lingering. He quickly got up from the ground then drove his fist into the girls chin, knocking her into the air a bit. He followed up with a jab to her stomach, sending her into the wall of the palace. She cracked the wall as she hit it then fell to the ground. She quickly got back onto her feet then pointed her cannon at Max and fired off another beam attack. Max stood his ground as the beam crashed into an invisible shield he had formed around him in the last second. He then formed a sword and flew through the dust filled air towards the girl. He swung his sword at her with her blocking the swing with her arm cannon. They both swung at each other with their respective weapons several times, letting out a loud clang every time they connected.

Satori ran outside to see Max and the girl fighting one another. "What the hell does Utsuho think she is doing?" She exclaimed. Her furious expression suddenly turned into dread. "What? I can't read her mind… It's as if there is nothing there to read…" Satori quickly threw her arms up in front of her as a gust of wind hit her. "Damn it. We're supposed to keep him from fighting."

Orin ran out of the palace in a green night gown. "What was that explosion?" She asked. She then caught a glimpse of Utsuho and became even more surprised. "Okuu? What is she doing? Nya! She's fighting Max!" She exclaimed as she panicked.

"Orin, there is something wrong with her. We need to stop her before Max starts to get serious." Satori said. She and Orin shielded their faces with their arms as another blast of air hit them. Orin nodded then both of them ran to jump in between Max and Utsuho. Max stopped his attack then jumped back when the two got between him and Utsuho.

"What the hell? Get out of my way!" Max exclaimed.

"Max, let us handle this." Satori said as she glared at Utsuho who stopped moving.

"Fuck no. Me and her gots a problem and we need to handle it."

"She is one of my pets so I take full responsibility. There seems to be something wrong with her, so please let me handle this."

"Humph. Fine…" Max said as he began to brush dust off his robe. Utsuho suddenly made her move and fired a beam at him. Satori and Orin were just barely able to jump out of the way. Max quickly spotted the incoming attack then took to the air. "See? The bitch has a problem with me. So I have to end this." His dark power began to envelope him, its dark presence becoming a huge weight on the minds of Satori and Orin.

Satori and Orin started to quiver in fear. "So… this is that man's power…" Satori said.

"I was really hoping not to have to feel that power of his again…" Orin said as she began to back away from where Max was. "It's even scarier now than before…"

Satori turned around towards Utsuho. "Utsuho! Stop attacking right now!" She commanded.

Utsuho ignored Satori's command and took to the air. Several suns the size of her formed around her. She then fired the suns at Max all at the same time. Blood red energy seeped out of Max's body and formed into orbs before firing off all at once. Their attacks hit one another, creating a large explosion in the air. The shockwave from the blast sent Satori and Orin to the ground.

"Damn it. Everything went wrong so quickly." Satori said. "Orin, you need to find Yuugi. We need her help in stopping those two." Satori then noticed Orin had reverted back into her cat form and was cowering in fear. "I'm sorry Orin. You've already experienced this man's horrible power once before. Your mind must not have fully recovered from it." Satori sighed then got up. She picked up Orin and headed back inside the palace. "I need to find Yuugi and stop those two before something terrible happens." She suddenly cringed as pain began to fill her head. "But how long will we last under that man's oppressing power?"

Utsuho charged forward and tackled Max out of the air. They both smashed into the ground then quickly recovered. Max formed a burning red glob in his hand then went to hit Utsuho with it, but she caught his hand then countered with a knee to the groin.

Max hunched over as his eyes watered. "You fucking bitch!" He yelled.

Utsuho delivered an upper cut into Max's chin, sending him into the air then firing off a barrage of large burning orange danmaku at him. Max defended himself with an invisible shield then dove for Utsuho, flying through the danmaku as they pelted his shield. Utsuho began to charge one of her shots, building up energy for a more powerful attack. She fired her shot as Max got near, unleashing a far more powerful energy beam. Max was too close to dodge so he ended up taking the hit. The beam shattered his shield, enveloping Max in an inferno. His scream was overshadowed by the sounds of destruction the beam made. He was sent a great distance from the palace before he was able to pull himself out of the beam. His robes were almost completely burned up as it no longer covered his torso and barely hung on his waist. He placed his hands on his knees as he hunched over and tried to catch his breath.

"God damn. Awesome attack, but I think that knee to my balls hurt more. Fucking bitch…" Max said as he panted. He stared at the palace that was now in the distance as he scouted for Utsuho. "Something's not right here. She's not showing any symptoms of being affected by my power like the others and I'm even focusing it on her. Is she immune or she already insane? My money is on the latter..." He thought. He then caught a glimpse of some yellow lights coming from the palace. He focused his eyes as he tried to see the source of the lights. His eyes widened as he noticed a huge barrage of danmaku heading towards him. "Holy mother fuck!" He yelled as he took to the air. The danmaku peppered the entire area, littering the land with holes.

Max flew towards the palace, his eyes scanning all around him as he searched for Utsuho. He quickly looked up as a shower of sun like danmaku fell down upon him, forcing him to quickly dodge them. The danmaku that missed him produced mushroom shaped explosions as they hit the ground, causing the entire Underground to quake with every hit. Max's invisible shield protected him from the fiery shockwaves the explosions caused.

"What is this? World War Three?" Max said as he continued towards the palace and searched for where the danmaku were coming from. "Bitch will draw everyone's attention if she keeps this up. This has the end."

Utsuho suddenly attacked Max from below, firing off more barrages of sun danmaku. Max moved in an unnatural way through the air as he made his way towards Utsuho, her attacks seemingly going through him at times. He countered Utsuho with a devastating kick towards her head. She blocked with her cannon, but the blow shattered it and sent her spiraling into the ground below. She quickly got up then placed her hands above her head as if holding something. A small sun appeared above her hands and began to grow at an alarming rate. It didn't take long to grow to five times her size and it continued to grow further.

Max hovered in the air as he studied Utsuho. "She's a walking nuclear arsenal now ain't she?" Max folded his arms and grinned. "Bitch could kill me with that if she could land a direct hit, but that's not going to happen. She's going to miss and," Max turned his head to peer at the palace behind him. "Hit her own home. Really must be somethin wrong with her if she's willing to risk killing her master. Oh well. Not my problem."

Utsuho began to laugh hysterically as the sun in her hands reached to about ten times her size, scorching the land all around her. "Scream as your very soul burns in a sea of nuclear fire!" She screamed. She braced herself as she prepared to throw the giant sphere of energy. Suddenly, Yuugi appeared and delivered a karate chop to the back of her head, knocking her out and stopping her attack. The sun she formed did not disappear and began to spasm violently as it slowly fell to the ground.

"Get on outa here!" Yuugi yelled as she punched the giant sphere of energy, sending it away from her and Utsuho and away from the palace. She dove on Utsuho as the sphere detonated in the distance, releasing a huge burning shockwave. Max merely formed an invisible barrier around him as flames enveloped all around them. The lands around the palace were left scorched by the time the winds died down and the dust settled from the explosion.

Max floated back to the ground near Yuugi as she got up on her feet, coughing from the dust. "Wow! Didn't even have time to have a drink after I was woken up." Yuugi said. She bent down then lifted the unconscious Utsuho up onto her shoulders. "Satori said that there was something wrong with her. Sure as hell is if she was about to blow up the palace. Hope she didn't hurt you in her little freak out."

"Nope." Max said as he turned around and began walking. "You seem to have gotten things under control here so I'm leaving."

"Why so soon? Come have some breakfast. I'm sure you're hungry after this little skirmish." Yuugi said.

"No."

"Oh come on. You could use a change of clothe too." Yuugi said as she pointed at Max's ravaged robe.

Max looked down at himself. What was left of his robe fell off, leaving him in his boxer shorts. He then sighed as he rubbed his temples. "Guess I could grab a quick bite to eat…" He said as he made his way towards the palace. Yuugi laughed as she followed close behind him.

Satori was standing outside the main doors of the palace when Max and Yuugi returned. Her cheeks turned slightly red as she saw Max. "Oh my… That was a well made robe too. Oh well. I will get you a set of new clothe as a small thanks for stopping Utsuho without killing her."

"You have Yuugi to thank. She's the one who stopped her." Max said.

"True, but you didn't kill her and for that I thank you."

"Once again you have Yuugi to thank for that."

Satori giggled. "You really are a boy. You put up a tough front while your heart remains soft. I know very well you could have easily killed her yet you didn't."

"Yeah only because she has a nice ass." Max said as he walked passed Satori and into the palace. Satori and Yuugi chuckled as they followed him.

"Bring this trouble maker to the living room so I can have a look at her, Yuugi." Satori said.

"You got it. We need to check her neck. I hit something when I struck her." Yuugi said.

"I know this." Satori said.

"Hit something?" Max asked as he stopped to turn and face Yuugi.

"Yeah. I'm sure of it. Definitely something that shouldn't be there." Yuugi said.

The three entered the main living room of the palace. Tons of broken glass was on the floor from the windows that were shattered during the fighting. Satori cleared one of the sofas of debris, allowing Yuugi to lay Utsuho on her stomach. Satori then lifted Utsuho's hair. She and Yuugi gasped as they saw some sort of thing attached to the base of Utsuho's neck. Max sighed as he recognized the repulsive thing.

"Max… Mind explaining better what this thing is?" Satori said as she continued to stare at the wiggling thing.

"Stop reading my mind. Jeezus…" Max said as he walked over to the sofa. "This fucking thing happens to be a kind of parasitic horror. What these ones do is find a host and take control of their mind and use them for whatever fucked up plans the true horror it came from has."

"True horror? That means-"

"There really is one of those horrid beings here…" Satori said, interrupting Yuugi.

"And it's probably not even one of the really bad ones either." Max said.

"How many of these parasites can it make?" Yuugi said as she faced Max with a concerned look. Max said nothing as he looked at Satori.

Satori clenched her hands. "As many as it wants and this isn't the only kind of parasite it can create and infect other beings with." She said with Max nodding to her answer.

"Wait? What?" Yuugi said.

At that moment Orin came running into the room. "Okuu! I'm so glad you're back!" She said as she ran up to the sofa. "Nya! What the hell is that on her neck?" She said as she jumped back in surprise.

"Max, can you please remove this thing from Utsuho? Satori asked.

"What makes you think I can remove it?" Max said. Satori simply stared at him. He sighed then walked over to Utsuho. "Oky doky. This should be simple but-"

"She might be left with mental scars." Satori said, finishing Max's sentence for him. Max glared at her angrily. "Sorry. Bad habit." She said as she gave Max a weak smile.

Max turned to the thing that wiggled wildly behind Utsuho neck. He reached out for it and then grabbed a hold of it, causing it to thrash around violently in his hand. The thing began to swell as Max slowly pumped his energy into it. Satori quickly backed away while Yuugi and Orin continued to carefully watch. The thing popped after it bloated up enough like a balloon, splashing blood all over the faces of Yuugi and Orin. They both stood silent in disgust and shock.

Satori walked up to Max as he cleaned blood off his chest with a piece of cloth he tore from Utsuho's skirt. "See, Max? Doesn't it feel good to help others?" Satori said as she smiled at Max.

"Don't annoy me." Max said.

"So you plan on going to the Ancient City to find that horror?" Satori asked.

"What did I say about reading my mind?" Max asked.

"Why the Ancient City?" Yuugi asked.

"Because if it can infect people with parasites it would hide out where there are the most people and the place with the most people here in the Underground just so happens to be the Ancient City." Satori said, angering Max even more. "Sorry, Max. You have a rough way of telling information to others so I translate it into a nicer language."

"Whatever, just get me some damn clothe." Max said.

"Of course. Orin? Erm…" Satori sighed as she noticed Orin was still in a state of shock from having blood splashed all over her face. "Orin." She said as she smacked Orin's behind.

"Nya!" Orin cried out. "Y-Yes Lady Satori?"

"Go get some durable clothe for Max. He'll need it." Satori said.

"Y-Yes!" Orin said. She left the room, still shaking a little.

"I take it you will be going back to the Ancient City as well, Yuugi?" Satori asked.

"Yup. I'll go with Max once he is ready." Yuugi said.

"I don't need your help." Max said.

"It's not that I'm going to go to help you. The Ancient City is my home so I'll be going whether or not you need help." Yuugi said.

"Whatever." Max said.

"If I may provide you with some advice, Max." Satori said.

"No."

"You should begin to trust people more. You can't live in this world alone forever."

"I've don't a good job so far. No need to stop now."

"This is the very moment you should stop. A friend can help relieve you of some of your torment." Satori suddenly found the tip of a sword poking her throat. She kept a stern look as she glared at Max.

"Not only should you stop reading my mind, you should also stop talking." Max said.

"Hey now. We all need to just chill. Just take a deep breath and relax." Yuugi said. She then began to inhale large amounts of air then exhaling heavily, repeating the process several times.

Satori sighed in relief as the sword that Max had pointed at her throat vanished into black smoke. "Sorry to probe you, Max, but you really should listen to others more. At least take their words into consideration."

"I'll think about it."

Orin returned with a set of clothe made out of a sturdy, black material. "Here you go." She said as she handed them to Max who immediately started to put them on.

"About time. Hurry up, Max. We got work to do." Yuugi said.

"Alrighty then. Let's get out of here." Max said as he finished putting on his new clothe.

Satori and Orin waved Max and Yuugi off as they left for the Ancient City.

"Can we trust he won't cause more harm than whatever that thing is?" Orin asked.

"I don't know, Orin. He has a thick wall built around his heart that prevents me from seeing his true motives." Satori said then folded her arms as she started to think. "He's struggling to fight against his hatred and despair, but he needs help before those emotions consume him completely. If only he wasn't so damn stubborn..."

Max and Yuugi soon arrived in the Ancient City of the Underground. Some of the youkai inhabitants of the city walked around nervously while others looked around them with a sense of paranoia. Some leered at the two as they walked by.

"Huh… The nightmares must be make'n em all crankier than usual." Yuugi said as she glared back at the youkai. "Usually they aren't all that caring about seeing a human here."

Max stopped then let out a long, drawn out sigh. "I was afraid of this…" He said.

"Don't worry about it. They won't attack you with me here." Yuugi said as she patted Max's back.

"I need to kill them now before it's too late." Max said as he cracked his knuckles.

"Huh? Kill? Wait a damn minute here. We didn't come here to kill anyone." Yuugi said as she became angry from Max's words.

"I didn't either, but we were too late to save them."

"Will you stop leaving me out of the loop and start explain'n to me what's going on?"

"To be blunt, this city is infested and must be purged."

"Okay that's it." Yuugi said before grabbing Max by his shirt and lifting him off his feet. "I think you are a cool kid, but I will not let you say things like that, even if you are just kidding around." She said as she glared angrily at Max.

"Okay." Max flatly said.

Yuugi looked at him confused. "Okay?"

"I won't say anything more. I'll just do what I first came here to do and destroy the original horror. You can deal with the rest."

"The rest? Damn it will you be more clear?" Yuugi said as she shook Max a little.

"You remember that parasite that was stuck to the winged girl? Well that's not the only kind of parasite that horror can create."

"Yeah I remember Satori mentioning it."

"Well you see all these people around us? They are infected with another kind of parasite. One much worse than that mind controlling one." Max said.

Yuugi lowered Max back down to the ground as she looked around her, watching as the condition of some of the youkai worsened. Some began to vomit blood while others began to violently scratch at their throats. Others yelled out mindless gibberish.

"What the hell…" Yuugi said.

"These people are infected with a parasite that slowly breaks down the body and mind of its host before turning the host into a horror." Max said. Sweat began to fall down Yuugi's paled face. "So… Can I kill them before we have more than we can deal with?"

Yuugi was no longer looking at Max instead looking at something behind him, her face paling even more. Max quickly turned around him to see one of the youkai was spasm terribly on the ground, screaming in agony. Max and Yuugi both watched in horror as something started to poke through the youkai from the inside of him. Spider like appendages began to rip out from his body. Blood gushed from his mouth as he continued to scream in utter pain before another spider leg thrust itself out of his mouth, silencing him. His torn body then bloated to a disgusting size. Max and Yuugi shielded themselves as the youkai burst in a shower of blood, revealing a freakish creature before them. The thing was hard to describe, but it resembled a terribly disfigured spider that floated in the air. It consisted of a head of a horrific spider with its bloody spider legs sticking out from the back of it, among other things. The thing was of an unearthly color and had an ethereal look to it. Max looked as if he was about to vomit from seeing the youkai exploding and Yuugi stared in horror at the vile creature.

"What the hell is that thing?" Yuugi asked.

"This would be a horror. It's just a newborn, but it'll try and kill us without mercy like any other horror." Max said as he stood his ground.

"Should things like this even exist?"

"Not in our reality…"

The thing launched forward with an eerie screech. Yuugi watched helplessly as she found herself unable to move. Max formed a sword then cleaved the horror, cutting it in two. The horror's dreadful screech could still be heard for a moment after it dissipated into thin air.

Max sighed as his sword dematerialized. "Even after all the shit I've been through and all the horrors I've seen, even the most smallest and weakest of them still succeeds in creeping me the fuck out."

"Damn it. I cannot believe I just stood there. It felt like rigor mortis started to settle in as I looked at it. I'm sorry, Max."

"Don't be. If you didn't react the way you did I'd begin to expect you were one of them." Max said. He then gritted his teeth.

A cold chill ran up Yuugi's spine, causing her to turn around. She gulped as she backed up into Max, their backs now touching one another. "So… You think the entire city is infected?" She asked as she brought her fists up to her chest, preparing to fight.

A bunch of the other youkai began to spasm as they were ripped apart from the inside out.

"If it is I will destroy this city, even if I have to go through you first. Not only me, but this world has everything to lose if too many of these things hatch." Max said as a sword formed in his hand.

"I told you I don't want to hear that kind of talk from you, but I'll let it slide this time if you agree to drink with me some more after we clean these things up."

"I have other things I need to do."

"Then after all that. After we fight off all the terrors that come our way, we will go drinking."

"There is no 'we'."

"Yes there is damn it. Me. Orin. Satori and a bunch of others. We will help you in whatever you are trying to do. We are just as involved in this as you are now. You're not alone in this."

"Stop acting like you know what my plans are."

"Stop acting like you don't give a damn about anyone else. You're good at hiding you're feelings, even from Satori, but not me. You're just a normal kid that's involved in something he should have never been involved in."

"Oh now you know me?" Max sad as he rolled his eyes.

"I know what you're not. And that is enough."

"You don't know jack shit… Not that I want to stop bullshitting with you, but these pricks aren't going to let us chat for much longer…"

Dozens of lesser horrors surrounded Max and Yuugi, silently looking at them with their pitch black eyes. Even though it was impossible to tell what kind of expression they had, it wouldn't be hard to guess that it was an expression of monstrous hunger.