A.N.- Most of this chapter is back story told in a flash back. But I've divided into two chapters, so don't be upset with the ending. You'll get the big fight later, I promise. Anyway, enjoy Varian's full back story.

The Third King of Kuoh Academy

Chapter 5

I smiled as I reclined back on the black, cushiony couch in my new manor. Luckily all the girls made quick recoveries and we all sat in the living room together. Aria was still a bit beaten up and she was lying across my lap while Amy continued to heal her wounds. I rubbed her soft purple hair and smiled at her.

"I'm so glad that you're okay Aria. I'm never going to let you fight on your own again." I told her and cupped her cheek. Incidents like this always remind me how important these girls are to me. They're my whole world and the only family I have. We've been through everything together and they brought me back to my original self after…after the war.

"Master, what was all that about?" Ashlen asked and scooted closer to me on the couch. I looked away from Aria and saw twenty eyes starring me down.

"Well I guess it's time you girls learn huh…" I sighed and stood up, placing Aria's head where I had been sitting. I stood in front of all of them and cleared my throat.

"You all know how I use to be one of Sirzech's servants and then he turned me into a high class devil?" I asked and they all nodded. Sirzechs acted like a grandfather to these girls and stopped by from time to time to just say "hi."

"Well there is a bit more to that story…" I trailed off. These were memories I wanted to forget but…well I can't hid it from these girls anymore.

"Master is everything okay?" Brittany asked. She always knows when I'm upset. "You don't have to tell us. We'll follow you anywhere, you know that."

"Its fine Brittany, you girls need to know the whole story." I said and cleared my throat. Man this is a long story.

When I was still human, I grew up on a small farm in Europe. It was a long time ago so I forget what country exactly. But, unknown to all except for higher up church officials, the Great War between the fallen angels, angels, and devils was still in full swing.

One day, when I was around nine or ten, I was walking around the outer extremity of my family's field and saw a small string of smoke rising from behind some rocks near the forest. I went behind the rock and saw a man with long crimson red hair and long black robes lying against the rock. He was badly wounded and had cuts and burn marks all over his face, arms, and chest. I ran over to him and tried to help him. I grabbed his hand and called out to him.

"Sir, sir are you all right? Should I go get my parents?" I screamed and tried to stop the bleeding. The man clenched my hand and smiled at me. He reached into his pocket and grabbed what looked like a fancy chess piece for the richer people.

"You're a kind young man aren't you? I can see a bright future for you if you would just help me out and do a favor for me." He said in a strong regal voice and I immediately nodded and he placed the chess piece in my hand. It started to glow bright red and it sunk into my hand.

"I now pronounce you my queen. Please dear boy, live for my sake and help me and I will make your life grander than you could ever imagine." I felt a surge of energy course through me and I started to glow the same bright red color. Then everything stopped as soon as it had begun and I returned to normal. I looked at the young adult and he smiled at me.

"Please boy…hold out your hand and concentrate on making this wound go away." He said and as he spoke I could hear the life draining from him. So, I did as instructed. I held out my hand and focused all my thoughts on making the wound go away.

"Please sir; I don't understand what you want from me. I'm not sure how this will work." I screamed out and pressed harder on the wound, still wishing it would disappear. Tears started forming in my eyes; I didn't want to watch someone die. No way was I going to let that happen. And as soon as that thought crossed my mind, a burst of red and black light erupted from my hand and the wounded man's wounds disappeared completely.

"What…what did I just do?" I fell back on my butt and looked as the tall young man stood up before me and stretched.

"Thank you dear boy. Now…" He turned to me and held out his hand with a kind smile on his face. "Come with me and let's be off to that amazing life I told you about." I grabbed his hand and looked into his kind blue eyes.

"But what about my parents sir? My Dad and Mum are very sick and I can't leave them." I told him and looked over at the small wooden shack I lived in with my parents. They'd both gotten a nasty touch of that virus that was killing off everyone…and I was scared. The man sighed and held my shoulders tight.

"Listen young man, there is nothing you can do for them anymore. If they've gotten the same disease that's been ravaging this land for the past year then…there's no hope. I'm sorry son." His face fell and he brought me into a hug. I started to cry and he hugged me tighter. That's when I knew this man would take good care of me, he would be my father and master.

"Now young man, what's your name?" He asked me as he brought me back to arms length.

"My names…Var…Varian." I said through sobs. He nodded and gave me that warm smile again.

"Well Varian, my name is Sirzechs and I'm going to take care of you from now on okay?" He spoke with a kind, loving voice and I nodded in response.

"Now we should really be off before those people that injured me earlier come back." He grabbed my hand and opened a red and black portal next to us.

"Wha…what's that!? That's devilry!" I screamed and broke his grasp. I took a few steps and looked back at him with fear. "What are you!? First you put some fancy chess piece in me, then your wounds heal, and then you tell me my parents are gonna die, and now this?!" I screamed and screamed. I was scared and alone. They taught us to fear devils back then and I was really afraid. But Sirzechs just smiled and laughed at me.

"Don't worry kid. I promise nothing else bad is going to happen to you. Just take my hand and I'll explain everything." He walked up to me and held out his hand again. I looked at him through tears, and I swear the only thing that made me take his hand was that smile.

"Good boy, now let's be off." He chuckled and pulled me through the portal into a world I had no idea existed.

We arrived back in his mansion and I couldn't believe where I was. It was the biggest house I'd ever seen. I walked around and just looked at it in awe. Sirzechs handed me over to a pretty servant lady and went to speak with his father.

"Now Varian, this lady is going to take care of you while I go and speak with my dad okay?" He crouched down as he spoke to me. When I nodded he stood up, patted my head, and walked up a large staircase to the upper level. The servant lady I was with smiled at me and escorted me to a big bedroom on the second floor. She showed me the huge closet and all my new clothes and my new bed. She was really sweet to me and sat on the bed with me until Sirzechs came back to get me.

"Thank you Brittany." He said to her and she bowed before walking out of the room and left us alone. The tall, red haired man took a seat next to me and explained everything.

He said that he had reincarnated me as a lower class devil and that devils weren't all that bad. He said I was the strongest servant that he would ever have because I was his Queen piece. He explained how limitless my power was and how I could even grow up to become a high class devil like him and have my own servants. I hung on every word and smiled at my new father figure. He told me that I would stay at the Gremory manor and grow up as one of them until I was strong enough to fight with him on the battle field. Then he explained the whole war to me.

"I want to fight those crummy angels with you Master!" I yelled out and he just laughed at me.

"You will one day Varian I promise. You'll stay here for a few years, grow up with my little sister, and train to become the strongest Queen ever right?" He said and I nodded and jumped into his lap.

"Of course I will! I'll do anything for you Sirzechs! You name it." My enthusiasm made him laugh and he bounced me up and down on his lap.

"I think you should meet my sister, she looks about your age." He said and sat me down on the bed again before running off down the hall. He came back in minutes later with a pretty, red haired young girl on his shoulders.

"Big brother is that him? Is that the human?" She asked and pointed at me excitedly. Sirzechs sat her down and nodded. She ran over to me and we started to talk.

"Hi my name is Rias and my big bro says that you and I are going to be best friends now!" She yelled and hugged me. I smiled and hugged her back.

Big new house, big new family, big new world, I thought everything was going to be great from then on. I thought Rias and I would be best friends, I thought that I could fight with my new Master on the battle field and make him proud, and I thought that one day I would become the strongest creature ever. I thought everything was going to be okay.

How foolish I was…

A few years later, I forget the actual amount it's been so long, I remember standing there, with my body bathed in blood. I was standing in the middle of large open field, but to me it was a battle ground. There were dozens of angels' and fallen angels' bodies around me and I held my sword, Blackflame in my left hand. I had two steel disks strapped to my back and a huge black ball of dark energy in my right hand. I was the field commander, and I was a monster.

"Captain they're sending in Holy Fighters! I don't think the other servants can handle them." One of the knights behind me called out and I smirked.

"Let them come." I whispered to myself and looked at the scene on the field below me. I stood on a large cliff in the middle of the field. It overlooked a huge open space where everyone was fighting and dying. Angels, fallen angels, and devils all exchanging blows in one huge fray. I giggled and slashed the sword in front of me to clean off all the blood.

"Special team, let's finish this fight." I said and my smile widened. I and twenty other Queens jumped off the cliff and into the fray. Half way down the cliff I brought the black sword over my head and lit it on fire. When I hit the ground, the earth around me exploded and bodies went flying everywhere.

I jumped over the sword and strapped it to my back. By the time I meet the incoming angels and fallen ones, I had pulled out my disks and was already throwing them. I threw the one in my right hand into the first angel I saw. It cut through his gold armor and spun in his chest, cutting him to death and spilling his blood everywhere. I grabbed the disk in his chest and flipped over him and landed right back in combat.

Two fallen ones swung their light sword and I simply jumped over them. In midair I spun my disks and cut right through their heads. I landed and threw the disk in my right hand into another fallen one and exchanged blows with an angel next to me. I blocked his sword and was able to duck under one of his side swipes. I brought the disk straight up and cut his arm off. Then I lit it on fire and slashed through his body twice. I smiled as he fell down screaming. Giggling, I held out my hand and the other disk flew out of the suffering fallen ones chest and back into my hand.

I ran through the entire battle field like this, cutting up everything as I went. I eventually reached the opposite side where they said the Holy Fighters were coming from. And, coming through the mountain pass a few yards in front of me, where the giant golden Holy Machines. They were giant robots controlled by Holy Light and they could devastate an entire devil regiment easily. And of course, being the maniac that I was, I just laughed and studied the three giant robots.

"Only three?" I looked up at the sky and put up my middle finger. "Thought you heard I was coming to this party? That all ya got?" I started to laugh and reformed the black energy in my hand. "Alright boys, time to play!" I brought my hand up and smashed it into the ground around me. The earth around me broke and four massive skeletons rose around me.

"Bone guards…" I dropped the disks and pulled out my huge long sword, pointed it at the robots, and said "Kill!"

The fifteen foot skeletons with massive ebony colored weapons ran at the thirty foot robots. I ran alongside the lead Bone Guard and jumped up him. I landed on his left shoulder and yelped with glee. He got closer and closer and, when he was within about thirty feet, he brought up his arm and prepared to strike. When he brought he axe in his hand around in a side swipe, I jumped off his shoulder and landed on the robots arm.

The robot brought up its other hand and blocked the Bone Guard's strike, but most of his gold plating broke off. I watched as the massive metal pieces fell off and cheered. However, the victory was short lived.

The machinery I was standing on started to move and I knew the robot was about to shot its wrist rockets. I jumped up just in time to watch the plating below my shift and I landed on a gold plate that was directly above a missile. I laughed and jumped up again, but this time a spun in a circle with my sword and came down in a slash. I cut right through the plate and the rocket, making them explode behind me. Luckily I kept my balance and grabbed the plate fingers when I went flying. I came flying back up and slashed through the remaining missiles in no time at all.

I looked up to see the Fighters golden helm face staring at me and I flipped it off. The dark blue eyes narrowed and started to glow gold.

"Not good!" I yelped and started to run up the arm, placing my sword on my back again. The head of the machine shot out golden eye beams that followed me up the arm. They stopped when I reached the shoulder and pulled the sword back out.

"Let's see how many strikes it takes…" I did a spin dash and flew through the robots helmet. "To get to the center of a giant robot." I turned to see I made a huge cut in the back of the helm, but the head was still on. I did another spin dash and went through front half. The head was still on, but I had an idea. Placing the sword back on back, I ran up the robot's head and made a huge jump to the air above it. I pulled the sword back out, placed it above my head, lit it on fire with black flames, and yelled "Heaven's Smite!" Then I flew straight down and my sword cut straight through the gold plate.

The robot split in half, exploded, and fell down in two separate pieces. I flew through the air for a few feet and landed in between my disks that were still embedded in the ground. I turned around and saw that my Bone Guards had double teamed the remaining Holy Fighters and made quick work of them. I put the sword on back again and grabbed the disks, spun them, and placed them on my belt.

"Like a smooth criminal." I said and started to laugh. The twenty other Queens reached me about ten minutes later and laughed when they saw the remains of the giant robots. We made that small hill our new base of operations. The battle waged for a few more hours until something unexpected happened.

"What's that captain?!" One of my fellow Queens yelled and pointed at a huge ray of light in the middle of the battle field.

"Oh no…Sirzechs said he wasn't coming…" I started to stutter and stood up from my chair at the command table. I walked to the edge of the command tent and pulled my sword off my back.

"Who is it Varian? An angel?" One of the other Queens asked.

"No…it's not just any angel. That's…God." I whispered the words but the effect was what I expected. Everyone in the camp shuttered and started to panic. How could the servant brigade beat God? Sirzechs or any of the other higher ups weren't there and we didn't have time. Someone had to challenge him if we didn't want to have maximum casualties.

"Pull everyone out…I'll distract them." I muttered and the Queens near me freaked out. "WHAT!? You can't be serious Varian…don't throw your life away." They screamed and looked at me with shock and awe.

"That's an order! Just do it!" I held my sword firmly in my hands…the Blackflame. That's how I got my name. I was the Blackflame smith…and the Blackflame executioner.

"Sound the retreat and get them out of here. I'm not losing everyone…not today." I faintly smiled and started down the hill. God huh…let's put that name to the test.