"How about a kiss?" Joseph asked, grabbing Madrid and forcing her mouth open, preparing a sonic blast…

"NO!"

Joseph didn't have to react before he found himself flung from Madrid, skidding to a stop several feet away. He glared at Vally, the toddler glowering at him as her skin glowed pink.

"Does the baby think she's going to stop me?" He asked as he slowly stood up, Madrid moving to protect Vally. "I've faced down the most hardened agents the Company has. I beat Sylar to an inch of his life. I just took out the oh so mighty Metatron with a single blow. Do you really think you can stop me?"

"No." Vally said honestly, voice distorted, pointing at something behind Joseph. "Daddy."

"Huh?" Joseph exclaimed, right before Carter's glowing white hand gripped his shoulder, spinning him around to come face to face with the enraged features of the Voice of God.

"Hi." Carter stated, before punching Joseph in the gut, the sound of ribs cracking bringing him joy as Joseph slammed into a house. The Metatron nodded at Madrid and Vally. "Come on…let's deal with chatty cathy."

SNAP

Metatron went flying, just managing to catch him. The white energy poured out of the shallow cuts that lined his flesh, his teeth grit in frustration as Joseph emerged from the house.

"Yes…lets deal, shall we?'

^&^&^&^

(New York Waterfront)

"Lee!" A woman called out, glad to have finally found the two she was looking for.

Lee and Jessica paused as Kath ran up to them, out of breath. The two were ready to attack, but the woman held up her hand.

"Wait…wait…Carter sent me."

Jessica raised an eyebrow. "And we are suppose to believe you?"

"Prove it." Lee demanded, holding the ELSEWHERE sketchbook closer.

"Valencia hates Dora the Explorer." Kath stated.

"Everyone knows that."

"She roots for Swiper."

Lee shrugged. "Ok, you know Vally…what is it you want…"

"Carter sent me to warn you…the 7 Horns have begun their strike. They already sent someone after Linda and Marshal…they could be after you too."

Jessica frowned. "How do you know that?"

Kath smiled weakly. "My power. I can take in the memories of others. I managed to get a peak at Marie's goals, found out what she planned and rushed over to help. I was never one for mass genocide."

Jessica rolled her eyes. "Wonderful, another former enemy…Carter has a habit of picking up strays."

The other woman shrugged. "Get use to it…your stuck with me."

BANG

Kath's eyes widened, touching her chest as blood slowly leaked out. Lee and Jessica leapt on her as Agent Bast and his men opened fire.

"And down goes the traitor." Bast muttered.

Lee ripped off a piece of his shirt, pressing it to her wound. "Come on…we have to stop the bleeding…"

Kath shook her head. "Carter's…in the last place where the curse is."

"What?" Lee asked.

"Go!" Kath called out.

"We need to get going now!" Jessica shouted. Lee stared at the dying woman. "We can't save her…don't let her die in vain! Now come on!"

Lee nodded dumbly before he rushed forward.

Kath looked up weakly as Agent Bast and the other government agents moved towards her. "You'll…you'll never win…the 7 horns…"

BANG

Agent Bast lowered his weapon. "Come on…we'll come back for the body later."

^&^&^&^

(The Valley of the Kings-Egypt)

"Stop that." Kelly hissed at Tina, her lover smirking slightly as she continued to hum the theme from Indiana Jones. "This place is already giving me the willies."

Hank nodded. "Certainly has a Well of Souls feeling, doesn't it?"

The three of them found themselves in the same tomb Vic had found all those years ago, the one that he had gotten the statues of themselves from, the ones that predicted Carter's taking control of The Alliance. It was a dry, dark place, where there was no sound other than what the four brought with them. Their flashlights bounced about the stone walls, casting dark shadows and making each wonder when a mummy would come burst out to suck the flesh from their bones.

Biddy had been the first to chicken out, taking four steps in before stating she would watch the exit, leaving the others to walk through the tomb on their own.

"So, what are we looking for?" Tina asked, pausing from her humming.

"Vic believes that there might be several more antechambers he missed. He was so excited about finding those stuates he never bothered to look around. We need to see if we can find them." Kelly said. She closed her eyes, before snapping them open, her irises gone. "5 chambers to the right." She stated, her voice sounding colder. "3 to the left. Objects with in the ones to the left in the center…statues."

Hank nodded, hefting the pickaxe he had brought. "Lets go."

^&^&^&^

The battle waged on at the high school without pause, and with neither side gaining the upper hand.

Solomon had been killed twice now, reduced to a skinny little thing that resembled Steve Urkel if you squinted real hard. Yin had managed to freeze a few of Gabriella's men, while Courtney was doing her best to dodge bullets and glob up anyone that came near. Marshal snarled, tearing through the men and women with his claws, several bullets already dug deep into his furry flesh.

Terrence and Linda pressed on, seeking cover where they could and working together to drive off anyone that got close.

"You know…" Linda muttered, sending a blast of water at one of the guards. "a plan would have been wonderful to have."

"Bitch bitch bitch." Terrence muttered, firing off several blasts from his gun.

"Gentlemen, a moment!" Gabriella called out, stepping from the high school. Gabriella was a looker, that was for sure. Even in her late 40s, she would make most 20 year olds feel fits of inadequacy. Lush black hair that tumbled down in soft curls, a heart shaped face with stunning, captivating eyes, and a body that would many man consider adultery and a good number of women to begin thinking of experimentation.

Terrence leveled his gun at the 4th Horn. "And why, exactly, should I do that?"

Gabriella grinned, pulling out a small flat disk roughly the size of her palm. "Because of this."

"And what is that?" Marshal called out. He, along with Yin, were separated from the group, closer to the main building then the rest.

Gabriella shrugged. "A deadman's switch to the C4 I planted around the high school."

The Company agents froze when they heard that. Zach frowned. "Wait…what's a dead man's switch?"

"A trigger that, once activated, must remained pressed or deactivated by its holder or it sets off a bomb." Terrence said slowly, lowering his weapons. "Which means we can't shoot her without killing ourselves."

"Exactly!" Gabriella said happily, letting go of the trigger. Everyone froze, tensing for the explosion that never happened. "Gotcha!" She laughed, only to throw up her arms when guns were once more trained on her. "About the drop…the deadman's switch is still on." She picked up the trigger. "A solar powered deadman's switch. I produce darkness, gentlemen, and I absorb light, including all the specks that are trying to hit this trigger. If I die, or if my powers are block, even a touch of starlight will set this sucker off." She grinned. "Now…can we talk terms of surrender?"

^&^&^&^

SNAPSNAPSNAPSNAPSNAPSNAPSNAP

The Metatron grit his teeth, slamming his hands into the pavement and pulling himself another foot.

Joseph was going crazy with his sonic attacks, trying to send Carter flying. But the Voice of God was holding in, slowly dragging himself towards his opponent. Madrid was off to one side, trying to get a clear shot at Joseph and not having much luck. And Vally had already tried to remove his power, only to find that Joseph was too strong at this point for her abilities to do little more than slow him down.

Carter dug his fingers in tight, pulling the energy seeping from his body to his eyes, the light that normally glowed from them becoming nearly blinding. He grit his teeth, focusing right on Joseph, before he let off 5 quick blasts from his eyes.

SNAPSNAPSNAPSNAP-SNAP

That pause was all Madrid needed, firing at Joseph and grazing his side. He bellowed, only for Carter to yank himself at his foe, slamming into him and driving both through a house and into another.

Madrid rushed forward, Vally easily keeping up…infact the toddler had to slow her pace down, knowing her mother would get mad if she beat her there. The two skidded to a stop when they entered the house, finding Carter with his hands raised…

…and 20 armed men pointing their weapons at him.

"Joseph?"

"Snuck away." Carter muttered.

"Company?"

"The 7 Horns."

"Course of action?"

"I even let a hint of flame smoke up and they fire."

Madrid slowly raised her hands as the men went about removing her weapons. "Wonderful."

^&^&^&^

"Ok, now I see why you were freaking out." Hank whispered.

They had managed to break into the antechamber Kelly had located, only to find that instead of a large group of statues, like the ones Vic had found, this chamber was filled with different 'scenes'.

It was a long room, the length of a football at least, and not very wide. Cut into the wall were little alcoves, in which different statues served as snapshots of scenes past and future.

They had passed statues of Carter using his powers to bring Hank to his knees back at U of M. There was one of the three of them leaping from the bridge into the Flint River. Another of Carter killing Anthony Delpine.

And still more of events they had not witnessed. Marshal and Linda finding Terrence. Sylar battling Joseph. Lee and Galatea looking over the ELSEWHERE sketchbook. Even on of Kelly, Tina and Hank standing in the tomb.

But what most disturbed them was the statue of Carter and Madrid, standing in the middle of mutilated bodies, the men's heads cut off, their faces frozen in terror. Both Carter and Madrid's statues bore rubies for eyes.

"Tell me about it."

"If you think that is bad…" Tina called out.

Hank and Kelly hurried over to her, passing a statue of a woman that appeared similar to Madrid, pink gems used for her eyes, holding out her hand, Carter on his knees as he silently screamed.

Tina pointed to a alcove that held three statues. One was of herself, cowering behind an enraged Kelly, who was moving to strike and equally mad Hank. More startling was the fact that both Hank and Kelly shared the same ruby eyes that had been used for Carter and Madrid's statues.

"That's not a good sign." Hank admitted drolly.

^&^&^&^

"Move!" Jessica called out, motioning for Lee to follow her. The sounds of the agents footfalls catching up to them. Overhead, the sun was slowly being taken over by the moon.

"We need to move, now!" Jessica screamed, grabbing Lee's arm and using her superstrength to hurl the two of them another dock. The agents were further behind now, but catching up.

Lee shuddered. "What…what was that?"

Galatea frowned. "What was what?"

Lee groaned. "I feel…kinda funny."

His companion was about to complain when she too stopped dead, shivering. "Lee?" She managed to whispered, her skin growing pale as Galatea took over.

Lee moved to his creation, cupping her face as he watched her featured from lighter, duller. "Galatea…Galatea what's wrong?"

Her breathing was shallow as she grabbed his hand. "I…have to go now." She whispered.

"What…what do you mean go?" Lee pleaded. The agents were forgotten as he held onto the woman he had literally created just for him. "Come on, we need to run…you were just saying that…"

"No Lee…" Galatea said softly, smiling weakly. "You need to run…I…I think I'm going home now…to Niki."

"Galatea…I don't understand…"

She held out a hand, Lee shuddered as he watched it begin to lose mass. "Don't bring me back Lee…promise me…"

"What's happening…hold on!" Le pleaded.

"Promise me…" She whispered. "Promise me…you'll not close your heart off…" Her eyes grew cloudly as she lost all color, now merely white with touches of black. "I'll always be watching you…don't cry."

"No…" Lee whispered as the eclipse overhead reached its peak, his powers robbed from him. He could only kneel there, staring in horror as Galatea was reduced to a sketch on cheap computer paper once more. "No…no…" He stammered. "NO!"

^&^&^&^

In France, Rodreck and his men frowned as they suddenly found themselves without power, while Ashleigh could only watch as all her clones turned to dust. Vic stared in horror as he found himself trapped at his current age, while Renee struggled to hold onto the roof as her clinging powers faded to nothing.

^&^&^&^

Gabriella was in the middle of one of demands for the Company's surrender when it hit.

All of them felt it happen at the same time. Marshal found himself human, Terrence grit his teeth, Linda held out a hand only to find no water appeared…

And Gabriella could only stare up at the sky as the darkness she had summoned evaporated into the dark eclipsed sky.

"Uh oh." She managed to whisper, running towards the school just as the first ray of light hit the trigger.

BOOM

^&^&^&^

"AAAAAAAA!!!!!"

Carter gripped his head, falling to his knees and shuddering violently as his whammy flames flashed along his body. His screams grew ragged as the flames turned red, seemingly pulling energy from the air around him and drawing it into his soul.

Madrid and Vally were also screaming, their skin glowing crimson as the same energy Carter seemed to be taking in infected them as well. They cries of pain twisted about with Carter, forming a single primal roar.

Then…it changed.

"Heeheehee."

The agents took a step back as the energy faded, Carter and Madrid began to chuckle. Carter was the first to rise, a look of utter delight on his face as he looked at his hands, laughter growing harder.

"You feel this too, baby?" Carter called out.

Madrid nodded, holding out her hand.

Blue lightning, once Elle's specialty, danced on her fingers. "Oh yeah."

Carter cracked his neck, he gash he had gotten from Joseph healing quickly as he summoned his birth mother's flames in his right hand, pulling water from the air into his left with Linda's stolen ability. His eyes nearly rolled back in his head in pleasure, his body shudderly slightly. "I have them all…we have them all."

Vally remained silent, startled by her parents reaction to what was happening to them. She could feel her own power flood her body, fighting off…something.

Madrid slowly turned to look at a guard. "Who do you think they are?" She asked.

Carter shrugged. "Want to find out?'

^&^&^&^

"Agent Bast!" One of the agents called out, helping their leader to his feet.

"Gone…" he whispered, his eyes wide. "Their all gone…"

"Sir, Lee Malion is getting away!"

"Gone…all gone…what…what did this…" Agent Bast muttered.

"Sir, Lee Malion…"

BANG

The agent fell dead, the others having no time to raise their weapons before Lee shot them down.

"is right here." He snarled, the sketch that had been Galatea clutched in his hand. "You killed her!"

Lorenzo stared at him, confused. "What are you…"

"You did this! You took my powers…you killed the woman I loved!"

The 5th Horn shook his head. "No…my power…"

Lee raised his weapon, his eyes dark. "Run."

"What?"

"I said run!" Lee snarled. "I want to have to pleasure of hunting you like the dog you are." He fired at Agent Bast's feet, the man scrambling away. "I SAID RUN!"

^&^&^&^

Gabriella's agents drew their guns, aiming them at the strange, smiling couple. "Don't move, Daniels. We don't have our abilities…but we can blow a hole through your gun."

"Please do." Madrid said calmly, taking a step forward.

BANG

The bullet struck the woman, stopping her before Biddy's powers activated and bounced the bullet back.

"Foolish boy." Carter snarled, his happy tone gone as his eyes glowed red. His body slowly rose from the ground, Madrid copying him as the two hovered towards the agents. "You think you can harm us?" Carter held out his hand, snapping his fingers.

BOOM

One agent went flying through a window.

"Mama, daddy!" Vally called out. She had been using her powers to examine her parents, and knew now what had happened. The little girl knew she had to act fast…

"Vally, mommy needs to clean up…why don't you go play somewhere safe. We'll pick you up in a bit, baby girl." Madrid held up her hand, Vally barely able to blink before she was gone.

^&^&^&^

Tina groaned as she felt her powers robbed from her, shivering slightly before rising to her feet. However, her concern was more focused on her companions. Kelly and Hank had both fallen to the ground when the power drain occurred, red flames jutting from their bodies as they screamed. Now, other, they were quiet.

"Whoa…" Hank whispered, slowly rising. The ground he was touching turned to cold as he stood, his back to Tina as he stared at his hands. "This…this is amazing…"

"Hank?" Tina whispered, disturbed by his actions.

"Power, Tina. I have power…some many." He held out a hand, a golden spear flying to his palm. "I'm powerful…all-powerful…"

"That's nice…because some of us just lost our abilities…"

Hank tilted his head. "Is that so? I can't…I can't lose my powers…" He shivered. "I can't…" He turned, his eyes blood red, Tina screaming as he raising the spear. "I need to look in you…find out why…"

The young man suddenly found himself flying through the air, colliding with a statue and shattering it. Kelly arose from where she had fallen, her own red eyes narrowed in anger.

"Foolish boy." She snarled. "I should have known never to trust you!" She turned to Tina, grinning as she felt her strength increasing as Tina's fear rose. "Don't be too scared, baby…I'm going to make it better." She slowly marched towards Hank. "I'm going to rip the power right out of him and give it to you." She laughed. "Imagine it…you and I…all-powerful, immortal…"

"I prefer myself as it, thanks…red eyes don't go with my skin."

Kelly scoffed. "Like you have a choice." She turned to Hank, motioning for him to stand. "Time to die."

^&^&^&^

Vally blinked as she found herself in her bedroom, in the little Spanish cottage in Spain. She could hear the maids chatting to themselves, and realized quickly what had happened.

She frowned. She couldn't let her parents end up like this…she had seen what would happen, knew the danger they were in. She had seen before she had been teleported that the two beings that wore her mother and father's skin were not them…they might have been, but something had buried to two people she loved the most, trapping them under those dark, evil creatures that had sent her away. If it weren't for her own powers, she would have been infected just like them…they probably thought she had been…and it would be her own powers that saved them. They had saved her many times, this was the moment where she got to save them.

Preparing to use Hiro's teleporting power, Vally blinked when a hand clasped her shoulder, stopping her from returning to Texas.

The Leader of the 4 Hunters shook her head. "Not yet…they need to see it, if they wished to stop it."

"What?" Vally asked.

"The darkness."

^&^&^&^

"Now that it's just us adults." Carter said calmly, hovering towards the agents. He held up his hand, freezing them in place. "I have a lot of tasks ahead of me. I have to deal with you, then I have to go kill Marie…then I think I'll go and chat with the United Nations…I have some complaints."

Madrid laid a hand on Carter's shoulder. "I feel funny." She shook her head violently, for a moment gaining control of herself. "Something…inside…"

Carter nodded, struggling against his urges. "I feel it too…" He turned to one of the agents, smiling wickedly, his crimson eyes chilling the man to the core. "I understand why Sylar does it…the need…the…"

"Hunger." Madrid supplied, losing the last thread of her control, Carter quickly joining her.

The two grinned at each otter before both pointed a finger at the agent, drawing them together as two deep cuts went from the agent's temples across his skull.

^&^&^&^

To Be Continued…

^&^&^&^

In an instant…

(We see Carter smirk, eyes glowing red)

The brightest stars…

(Madrid chuckles as she licks some blood away from her hand)

Have fallen into darkness

(Hank fires a blast of electricity at Kelly, while she counters with blue flames)

For with all these powers…

(Renee and Helena point guns at each other)

There comes a hunger for destruction

(Lee coldly fires his gun at Agent Bast, a crowd of people scattering)

For in the world of Elsewhere…

(We see Vally step between her mother and some innocent Odessa residents)

There is no black and white

(The Four Hunters surround Carter, the young man holding out his hands.)

Only gray.

(Carter rises into the sky)

Elsewhere

The Eclipse

Part 2