Disclaimer: I do not own Sky High...and i never will...*sniff* T_T

Author's Note: Sorryyy, Sorry, Sorryyyyyyy! .Alive! xD! So much's stuff been going on, i can't believe it, but i had to put this up. It may have some typos and stuff in it, but i'll go back and fix it when i have more time. This chapter was really hard for me to right and i'm still not happy with it, but i've been keeping you guys waiting too long! .! I may go back and re-write it eventually. Anyways, Enjoy!

Meanwhile In The Gym…

Yes, she had finally run out. It was getting annoying to watch that annoying little bitch just stand there and watch them, but now she had gotten the message. Of course, this was delaying her plan by a few minutes, but it didn't hurt it. And now was the time, she thought, smiling an evil smile as she watched the unsuspecting students dancing and laughing. What vermin. But soon, they wouldn't be a problem. How could they be annoying when she wiped them off the face of the earth? But she would toy with them for a while, of course, and then dispose of them. She would make them pay, for everything.

She reached into her purse and took out the small and thin vial and watched as the amber liquid gently swirled. She subtly poured a good amount in the paper cup before twirling it to even out the distribution. Will Stronghold, she thought with a mocking scoff. Soon he would be no different from them all. Just a pawn she could move as she wished.

"So, are you having fun?" she said smiling, making him look back at her. He grinned that goofy grin she hated so much and she had to force her scowl down with a sickeningly sweet smile.

"Yeah, I am," he answered, "How can I not when you're my date?" he finished attempting charm and failing miserably.

"Aw, that's so sweet!" she answered in mock surprise before handing him the cup, "Why don't you finish your drink and then we can dance. I love this song!" she finished pleadingly, batting her eyelashes.

"Sure" he replied, ignorantly taking the cup and downing all of his contents, missing the wicked smile that formed on her lips before disappearing in a matter of seconds as if it had never been. "Let's go," he said, taking her hand and pulling her towards the dance floor where he wrapped his arms around her waist and she put hers around his neck, mentally counting down till the drug took effect.

"You know," she said, bashfully as they swayed to the slow song, "I'll never forget this moment." 29…25…21…

"Me neither," he answered, touching his forehead to hers. She smiled before resting her head in the crook of his neck. 18…16…12

"And you should really cherish it," she said, her lips curving evilly. "Why?" he asked casually, oblivious to what she held in store for him.

"Because," she started, 7…4…2…, "It's the last one you'll ever have," she finished, her voice no longer sweet and feminine but deep and menacing.

He didn't have time to process what was happening before his vision clouded over and all of his limbs went numb. The last thing he remembered was Gwen staring down at him with an evil grin as he slowly fell down.

Down,

down,

and down still.

The faint screams of the students slowly faded out before he landed on the floor with a silent thud and his world went black.

The breeze was cold, practically attacking my skin, but I couldn't care less. Not when I was having was could possibly be the best kiss in my entire life. I didn't feel anything around me. It felt like all my surroundings had somehow disappeared and there was nothing else but him. Him and the way his lips felt on mine. Okay, now that's enough, I kept on thinking. But as soon as I pulled away, for the slightest moments, all I did was stare into his eyes, into those thrilling dark brown orbs and I closed the distance again. Who would have thought? I'd never realized it before but Warren was a guy. And no, I'm not saying it in the way that I'm a girl and he's not.

I guess I always saw him as Warren the dangerous, brooding, and unapprocheable menace. Or not until a few days ago, Warren the guy who actually understood me and was a really good friend. But now I saw him as more than that, and really way more than that. He was the guy who actually knew me for who I was. Not Will Stronghold's desperate best friend who was secretly hoping for something that would never be, or Layla the dorky tree hugger. Well, he knew about that last one but still. I didn't care if I was the annoying 'hippie' as long as I was with him. Oh, will you shut up already? We get it, my conscience annoyingly prattled, but I ignored it.

I ran my hand through his long, dark hair enjoying the silky feel of it. Sure, why not! My conscience chimed in, ignore me and keep going, don't even think about how weird it's gonna be between you two after this is over! Now that got me to stop. I pulled away from the kiss and averted my eyes, afraid of what I might see in his. My gaze dropped to my lap and after a few seconds I felt his hand slowly leave my cheek and then I was freezing again.

Mustering up enough courage, I looked up to meet his questioning gaze. "What?" he asked, his brow furrowing the slightest, "Still cold?"

I sighed loudly and awkwardly ran a hand through my hair before speaking, "I-I'm sorry, I shouldn't have done that, I don't know what came over me."

I watched as his expression turned from questioning to hurt before his jaw clenched sternly and he tore his eyes away from me, looking into the distance. Great, what had I done? Now he probably thought I was thinking this was a mistake! Way to go Layla, I mentally kicked myself.

"It's fine, hippie," he said in a cold tone, "I should have stopped you. Dunno what came over me either," he finished semi-casually.

I heard the anger in his voice and right at that moment, the customary nickname stung. It was a stabbing jab at me, and I honestly didn't blame him. I wouldn't blame him for thinking of me as a player either, because right now I wasn't far from it at all. The rustling of leafs, the cascading water of the water fountain, and the sound the wind made as it blew were the only sounds that could be heard over the almost palpable awkwardness and tension between us.

I looked back at the guy beside me. So how would things go from now on? We would just go on and pretend like this never happened? As I sat there, it took a while for it to click. There was no way I was going to let this go.

The moonlight shone on his face, bringing out his strong cheekbones, making him look even more attractive if that was possible. And underneath those dangerous looks, there was the person I would never find a replacement for. I'd be ten times the idiot I already was if I let him go. So it was decided, I thought, determined.

"Warren," I said, moving closer to him, "I don't think I've ev—" Just as I was about to reach for his hand, a shrill and terrifying scream pierced the air, making me quickly withdraw my hand and both of us jolt to our feet.

"What was that?" I asked, shaken as I looked towards the source of the horrifying sound and then to Warren. His fist was clenched as he fixed the gym. I followed his gaze and saw a large stream of white light shooting towards the heavens. It seemed to come from the roof of the gym. But how?

"Only one way to find out," he spoke firmly, as if answering both of my questions "Come on, looks like we have issues actually worth dealing with." And with that he ran towards the building, his black tuxedo whirling in the wind. I felt a small pang of hurt at his words but I shook it off. There was no doubt as to if I would fix this. I would absolutely make things right no matter what it took, but right now I agreed with him. There was a bigger problem. I ran as well as I could in the restricting dress to catch up with him.

It was chaos. Absolute chaos.

Students were running all over the place and completely ignoring and slamming into the teachers that were desperately pleading them to stay calm. Punch bowls were brought crashing to the floor, the liquid spilling everywhere and tables were turned over as everyone ran for their lives, the screams almost deafening. But what from? My question was answered as a loud and ominous voice resounded throughout the large gym.

"Well, well, well, look who decided to finally make an entrance. The airheaded tree hugger and none other than the abandoned, hot-headed pyro brute," the voice snidely said, as we walked further into the spacious hall, finally laying eyes on the speaker. Gwen. I ignored the insult for the time being, my eyes widening so immensely I was afraid they would fall out of my head and fall to the floor. Gwen?

Her eyes were dark, dangerous and she wore the most spiteful smile I had ever seen. Even in all her evilness, Gwen couldn't have been this maniac standing before us, I knew she couldn't. But it didn't help that they were almost identical. Her red, floor-length dress flowed around, caught by the wind coming from above. That's when I noticed that the roof of the gym had somehow been blown off and a large, bright white stream of light stretched from behind the spot where she stood to the sky. She was blocking my view but I could see metal behind her. It had to be some kind of machine. That explained the light Warren and I had seen.

"Seems like the heavens have indeed frozen over, Warren," she began tauntingly, fixing Warren with sardonic eyes as her infernal grin widened, if that was possible.

A few students could be heard gasping in fear as she started walking towards us. They had all steered clear from her and despite the significant amount who had run out, there were still plenty other students left. The terrified girls trembled as they clutched on to their dates. I looked around to find I couldn't see Magenta, Zach, or Ethan.

"Now what would daddy say? He probably wouldn't be too thrilled to see his good for nothing son now fraternizing with the enemy, now would he. But I really doubt he'll be able to do anything about it in his current position, isn't that right Warren?"

Looking to my right, I saw Warren tense up and I could tell he was getting pissed, but he didn't say anything.

"Hand over Gwen!" one of the teachers bellowed as they rushed to the scene, "What have you done to her?" the history teacher shouted, his face a mask of anger.

'Gwen' chuckled lightly under her breath, before it escalated into an outright cackle that shook her body. "FOOLS!" she screeched loudly, making me wince, "There was never a Gwen to BEGIN with! I AM ROYAL PAIN!" Oh no. This wasn't good. A series of frightened murmurs swept over the crowd who warily eyed the scene playing out before them.

"We're here," I heard and I looked over my shoulder to find the rest of the gang running towards us, making the crowd part. Ethan and Magenta rushed to my side, Zach following not too far behind, flustered and out of breath. "Hey, wait up," he said, panting lightly when he finally made it to us.

"What's going on?" Magenta inquired her hair slightly out of place. I opened my mouth only to shut it closed. I had wanted to explain, but another voice had started to.

"She's not Gwen," Warren said darkly, "She's royal pain. Some years ago she made this machine that sucked away people's existence. She planned on using the extracted life force to create a new universe where she would rule and reform the remaining people to be at her service, but something happened when she fought Will's dad and when the ray got busted, it hit her and instead took away years of her life, turning her into a baby. But now she's back, and she plans on taking revenge."

Slow clapping started, making me snap my attention back to the black-haired girl, "Very well told, Warren. But you forgot an ever so teeny, tiny, little detail. This time I happen to have an amazingly powerful human vessel with enough power to create a black hole!" she finished with another terrible cackle. It took me a few moments before realization finally dawned on my face. Will.

I started frantically looking around the gym where banners were torn now laying on the floor, tables upside down and everything a mess before my eyes landed in a corner of the dance floor and my hitched in my throat as my heart started to pound in my ears with fear.

"WILL!" I practically yelled, running towards him. He lay there motionless on the floor. I couldn't even tell if he was breathing or not.

"Watch out!" I heard Zach shout. I barely had enough time to process the words before I felt a swift and strong fist hit me in the gut. The blow had enough power packed to send me flying towards a nearby wall where my back hit with a loud slam before I fell on the punch table which collapsed under my weight. "Layla!" I heard a familiar voice yell over all the other panicked ones that belonged to students. My head spun, dizzy. It was Warren. He'd never said my name before and it sounded foreign in his voice, but yet pleasant.

I tried to straighten up but I ended up falling on my face again. Everywhere hurt but my back felt as if it had been repeatedly struck with a baseball bat.

A cry of anger pierced the air and I lifted my head up enough to see Warren charging at Royal Pain, throwing a significantly massive stream of fire. I watched in shock and horror as it seemed to hit an invisible wall a short distance from her before bouncing off and hitting Warren square in the chest, sending him a few meters back crashing into a fallen over table. No.

"You'll never get away with this!" a strangled cry came, and I could tell that even with all the confidence and wrath Ethan was trying to pack in his voice, he secretly knew there wasn't much they could do now.

"Yeah!" a voice I recognized as Zach's jumped in, "You're outnumbered. Everybody knows one can never beat four!"

A sad smile made it to my lips as I heard their voices, desperately trying to stand their ground, but I never heard Magenta. I desperately tried to get up but ended up crawling to the scene to get a better look. She knew the situation we were in. I looked up to where she stood. I couldn't see her face, but I could tell she was thinking. Hard.

"Looks like ONE of you pathetic ants is a smart one," came the condescending and menacing tone. I watched as she slowly took a step towards Magenta, and I could tell she was about to say something nasty. Though she was an all time vilain, she still had the same facial expressions as Gwen seeing as she had been parading around in that body all year long.

"There's nothing you can do. You see, I am a very careful person. I did a little research on everyone of you 'sidekicks' before I made a move, making sure to know what I would be coming up against, and I'm not fazed in the least. You're all harmless! Isn't that right, my little Guinea pig?" she asked, teasingly looking Magenta in the eye. My black and purple-haired best friend stared back into her eyes defiantly, never lowering her drilling stare. A small smirk made its way to her glossed lips, surprising me.

The black-haired villain was obviously equally surprised because she cocked an eyebrow and stepped closer to Magenta until they were less than a meter apart. "Got something to say, piggy?"

A dark chuckle escaped Magenta's lips before she answered, "You really shouldn't have said that."

Before dark-haired villain could begin to register what was happening, Magenta pulled something out from behind her back and lunged forward, nearly tackling Royal Pain to the floor. The villain gasped in surprise before she let out a cry of pain when Magenta placed a blue fluorescent gem on her chest. "Looks like you're not as careful as you think you are," Magenta said victoriously as she smirked down at their shocked enemy, slowly standing up.

Whatever Magenta had done, we now had the upper hand. Because Royal Pain began to writhe and twist in agony on the floor. " G-gah, w-what have you d-done!" she screeched in between cries of pain.

"Aflictio," Magenta simply said, "I had my doubts about you Gwen. You'd never given Will a second look and then all of the sudden you're interested in him? You're resemblance to the picture of a certain villain in one of the library's history books was also too good to just be a coincidence. I could have been wrong tonight, but I wasn't ready to put the life of my friends on the line just because I didn't follow my instincts."

I couldn't remember the last time I'd been as proud of my crazy punkette of friend as I was now. A smile spread on my face as I heard her continue over Royal Pain's cries of agony. "Aflictio is drug with a special function. It increases the amount of acid produced by muscle activity tenfold and gives them an incredible numbness. Though that doesn't last very long, I doubt we'll need more than thirty minutes to put you behind bars."

By this time Warren was already up and making his way to the spot along with the frightened teachers. Oh, that was nice, so much for the responsible adults in charge of our education and well-being, huh? If he was in any pain, he didn't show it as he briskly walked over to the scene, still on edge. His black tux had almost been burnt off of him, so he took off whatever was left of it and discarded it. The right sleeve of his white dress shirt was torn and in shreds. He'd probably used that arm to shield himself and gotten it almost burnt in the process. Only Ms. Waters seemed to have the guts as she bravely ran over to me to help me get up and checked if I had broken anything. Though it didn't look like it, it felt like my spine had been reduced to crumbs.

Mr. Rogers had immediately run over to the corner where Will lay unconscious. After a few moments of turning him over and checking for pulses, he had raised his head up to the others and shook his head. My blood ran cold and I was sure I was going to drop to the floor as dead as a door nail if I hadn't heard him say, "He's out cold."

Our small moment of victory was brought to an end as a sinister and loud laugh was heard. Students and teachers watched in horror as she slowly rose, her maniacal grin never faltering as if she hadn't just been thrashing on the floor in agony a few moments ago. Now, I was officially scared stiff. The circle of people that had slowly started to form around her was now breaking apart as people retreated, having no plan.

Magenta looked at what was unfolding, a bewildered and slightly fearful expression on her face.

"Shocked?" the black-haired devil before us asked Magenta, a mocking smile playing on her features as she took notice of my friend's stunned expression, "Surprised? Did you honestly think that would hold me off? Let alone stop me? I take it you don't understand how far I'm willing to go to make this happen. I'm betting you want to know why that didn't work. Let me explain. As you've heard, when my plan backfired some years ago, I had to relive the years of my life certainly, but I was not completely turned back into a baby, you see."

I slowly started putting the pieces together in my head and then it clicked. "You still had your memories and the brain capacity of an adult," I stated, the attention shifting to me, "That gave you plenty of time to start planning your revenge once you were physically able to move around, meaning that you've been researching, tracking, and watching us before you were even…" I trailed off as fear gradually taking over me.

"Six years old," she finished deviously, "You have creditable deductive skills, my dear," she said, eying me with what looked like appreciation in her own sick and twisted way, "Too bad it'll all go to waste. Or will it?"

The intensity white stream of light next to the metal contraption suddenly doubled, the impact making the floor shake and students scream in fear and alarm.

"It seems I have spent more than enough time in this rotting universe," she continued snidely, "And I am done playing games."

And with that she snapped her fingers. What came out of the light made me break out in cold sweat. A monstrously tall metallic creature stepped out of the blinding stream. If the swarm of students were scared before, now they had most likely undergone cardiac arrest because they were madly shrieking. The creature was metallic and robot-like and stood one multiple legs. It was about three meters tall and moved at an incredibly fast pace. Its body resembled that of a human. Looking at the face, I saw it had a skeletal structure, what could only be the nose was slightly inverted and the eyes were further out of their metal sockets and gleaming with a furious red light as the creature advanced, followed my more.

A freakishly long robotic arm lashed out of nowhere and violently swept Zach and Ethan to the side. "Guys!" Magenta shouted as she saw them fall to the floor not far from her. A detached and monotonous robotic voice brought her attention back before she was hit by a ray of light that sent her crashing into a nearby table.

"Must. Destroy. Weaklings," the creature droned. My breath hitched in my throat and I was frozen to the spot where I stood when its eyes zoomed in on me. In a flash it was hovering above me and I felt like I would melt into the floor any minute now as I braced myself for the pain I knew would come.

Suddenly spheres of flame burst into my vision and hit the creature in the side before I heard, "Don't just stand there, run!" I made it a note at the back of my mind to thank Warren for that once we were in a more danger-free situation. It took a while for me to snap out of my reverie and run towards Warren. Shaking off the blow, the creature zoned in on us and I knew we had made it mad. But this time I was prepared.

I closed my eyes and breathed in a calming breath and tried to make the chaos around us fade out as fast as possible. I slowly raised my hands, palms up and felt the familiar warmth of the energy begin to course through me. My eyes opened in a flash and I raised my hands higher. The ground beneath our feet started to shake and strapping roots and vines leaped out of the floors. I pushed my right hand in direction of the robot and the vivacious plants flew in its direction, entangling it. It struggled but it was no use.

Gwen had taken Will and was about to enter the light before she threw us a devilish smile, "Of course, how rude of me! I can't leave without saying goodbye. Now where are your manners, Mr. Stronghold?" she said, roughly gripping and pulling at Will's hair, his head lolling to the side when she let go. I saw red.

"STOP IT! STOP IT NOW! GIVE HIM BACK!" I yelled from the top of my lungs, tears of anger and frustration threatening to fall.

She let out a long, high-pitched laugh before speaking, "I'm afraid I can't do that, darling. Aflictio," she said, looking at Magenta, "Nice try." And with that she stepped into the light, disappearing along with my best friend. To hell with fear, I thought.

I shook it off and broke into a run. I ran as fast as my feet would let me towards the massive stream of light seemed to be getting narrow. I ignored the voices around me, telling me to stop. One of the robots suddenly appeared out of nowhere, its red eyes blazing but I ducked. There was no time for this right now. I just ran. Then the thought occurred to me. Once I got there, wherever it was, what was I going to do? I had no plan in mind, and I knew there was no way I could possibly stand up to Gwen alone, but I also knew more than anything that there was no way I would just stand there and let him…

The light was closer, the path getting thinner. The brightness was almost blinding as I leapt through it. Not before feeling a hand grasp mine from behind.

Author's Note: And that was it! Hope it was still semi-enjoyable though =P