I own nothing, not the characters, the space where this story exists, or even the eyes that you are using to read it. This is for entertainment proposes only, no money involved.


"Kill... kill... kill..." Guardian kept repeating then he stopped and looked up so that they could see past his white bangs. His one green eye had a trail of tears coming down from it. "Black Star... Kill me."

Black Star and Repede stood there stunned. "Phantom?" Estelle's voice rang out from her short sword form in Repede's mouth.

"Oh my god... what did that witch do to you?" Tsubaki added horrified.

"Dammit... dammit." It was all Black Star could think to say. How could he have not noticed? Sure he wasn't the most perceptive of people, but it should have been obvious. Turn the white hair black and change some of the clothes around. And suddenly Guardian was his own friend and student, Phantom.

"Wonderful isn't he?" Shaula said lighting down next to Phantom. "The powerful soul of a Ghost, fueled by the mind and body of a man and amplified by the magic of a witch." She said while running her fingers through the boy's hair. "But perhaps his soul is a little too strong. He keeps resisting my orders to finish you." Shaula brought Phantom's face up next to her own. "I will just need to use stronger magic. Soul protect release." The Witch's soul pushed out of her body. It was the size of a small house but still small in compared to Phantom's town sized soul.

Then Shaula did something that shocked the kids even more. She kissed Phantom long and they could see she was using a lot of tongue. "What the hell!?" Black Star shouted running forward. "Get your lips off of our friend!"

Phantom's hand jumped up and a flash of green light shot forth and Black Star barely had enough time to guard before the energy blast sent him flying backwards into a parked car which collapsed under the force of the blow.

"Black Star, are you ok?" Tsubaki asked as Black Star pulled himself out of the dabre.

"Who do you think... you're talking to?" Black Star joked, but he was a little shaky as he stood tall. "There is no time for us to worry about something as small as that little hit. We got to get Phantom away from the evil witch."

Shaula pulled her head back and smiled. "I'm afraid it is too late. I had just completed my most powerful mind control spell." She moved back to give Phantom room. If any of the remaining DWMA students could see souls, they would have noticed several pink and purple magic circles appeared around Phantom's soul. The small stream of red becoming much much bigger. "Now my Guardian. Infect the boy and then kill the dog."

"Yes, my lady." Phantom said this time without hesitation. Black Star was still a little shaky from being thrown into the car and Phantom took him off guard. He was rushed and Phantom easily pressed through his attempts to put up a guard. The toxins in the nail were injected into his blood stream through his neck.

"Black Star!" Estelle shouted in horror as her meister fell to the ground.

"Much better, now kill the monster." Shaula ordered. Phantom turned and started to take a step towards Repede who backed way, but then he stopped. "What?" Shaula said shocked. Black Star had grabbed onto Phantom's leg.

"What the hell do you think you're doing, Phantom?" Black Star said looking up and gritting his teeth, there was a thin line of blood coming from his neck. "You should know better than to think you can beat me that easily!" Black Star shouted and sent a powerful Soul Wave through Phantom's leg and the Ghostboy's body began to shake. Then Black Star jumped to his feet and punched Phantom hard in the stomach sending him to the ground.

"Impossible! How can you resist my hypnotoxin!?" Shaula spat angrily.

"That should be obvious." Black Star said glaring at the witch. "I'm Black Star. And no one can control me." The pupils in his green eyes had turned into yellow stars. "So bow down before me as your god. And I might spare your life."

"Black Star." Estelle and Tsubaki said with relief.

"Black... Star..." Phantom said as he got back to his feet. "Keep... it up."

Shaula's eyes widened and then she began to tremble with rage. "Black... Star..." She said looking at the ninja who was smirking at her. "Of course. You are the survivor of the Star Clan, aren't you? The sporadic nature of your Demon Wave Length counteracts my hypnosis. You're the reason that my Guardian is resisting me."

"So in other words. I'm assume." Black Star said grinning.

"No, in other words, YOUR DEAD! Scorpion ScoScorpio!" Shaula screamed and swung up her arms. Dozens of magical bolts appeared out of thin air and flew at Black Star.

Black Star did his best to dodge them, but his injures against Phantom were still effecting him and he had yet to completely throw off the effects of the venom. He stumbled and it looked like it was going to be the end of him. "Soul Resonance! Guardian Field!" Estelle shouted and Repede appeared in front of Black Star and buried her blade in the ground. A dome of shimmering golden light appeared around them. The bolts of magic bounced lightly off of the shield and smashed into the ground around them tearing holes in the earth.

Realizing she was just wasting energy Shaula turned to Phantom. "Guardian! Destroy their little shield!"

"Yes, my lady." Phantom said and flew forward. He punched the dome hard and the entire thing quacked and cracks formed in the veal.

"Our Soul Resonance could stand up to Shaula's magic easily, but Phantom's punch could crack it like it was nothing." Estelle said with shock. Phantom punched the shield again and the cracks spread throughout the whole shield. "What is he?"

Phantom locked his hands together above his head and they shone with a green light that illuminated all the shadows in the square. But before he could strike the blow that would have finished off the barrier, two more voices rang through the air. "Soul Resonance! Pixie Fire!" A wave of fire poured over Phantom obscuring him from vision. And when the fire cleared, Sam was standing between him and the barrier.

"Sorry about this, Danny." Sam said and then punched him in the stomach. Electric green sparks fired off from the glove she was wearing and Phantom was shot backwards as if hit by a cannon ball. "You guys alright?"

"You're late, you crazy weapon!" Black Star shouted though he did have a smile on his face.

Kim lighted down on Jackie before returning her to her standard lantern form. "Kim, Sam." Estelle said in relief as she dropped the barrier. "Thank's for the save."

"Don't mention it. I'll just put it on Black Star's tab." Kim said chuckling.

"What, why does it have to be on my tab!?" Black Star complained.

But they all stopped the side chatter as they heard Shaula began to chuckle. "So this is all that is left of the DWMA's elite EAT class students. A demon spawned, a monster mutt, a runaway witch and a meisterless weapon." Shaula said tapping a finger against her cheek. "Not exactly the poster children of the academy."

"Wait, so you mean that Sam was a witch all this time?" Black Star said earning him some looks. "I always thought there was something strange about you. But I always thought you were some kind of harpy monster or something."

"Black Star... just shut up and put this on." Sam said tossing him a silver belt. "It's a spector deflector. It should help take a bit of the edge off of Danny's attacks." Black Star didn't really understand but he put on the belt anyways. A thin layer of green light covered his body before fading from sight.

"Sam... I'm so sorry about what has happened to Phantom." Estelle said miserable.

"Don't worry, this isn't the first time he's been hypnotized. He'll get over it." Sam said shrugging.

"I think she meant about the fact that Phantom is dead." Tsubaki said confused as to why Sam was taking her friend being a ghost so well.

"You mean the ghost thing? Danny's been a half ghost for almost a year now." Sam laughed at the other two weapons.

"What!?" Tsubaki and Estelle shouted.

"Phantom was a ghost? He was holding out on me." Black Star said not seeming to care that much about it. "Holding back during your training isn't allowed. I have to remind him of that when he wakes back up."

"You are all nothing but pests, and as must as waiting for Death to show up is boring, you are downright obnoxious! Guardian, kill them, kill them all!" Shaula shouted.

Phantom took a step back bitting his own lip hard enough to draw blood. "No... I can't. Not Sam... not Kim... I won't." He said struggling against the mind control. "I promised... I would protect them."

Shaula couldn't understand. Her plan had been close to full proof. She had wiped out the DWMA's elite staff and infected the city with her poison with ease. And yet she was being foiled by a bunch of meddling kids and a stupid dog.

Her anger turned to horror as her Guardian started to lift the dagger like nail up to his own throat. "You can't make me hurt them." He said through gritted teeth.

"Danny don't!" "Don't do it, Phantom!" "Stop it, your god commands it!" All the students were shouting at him to not kill himself.

"Stop!" Shaula commanded and Phantom did, he was unable to disobey that order. "Fine, don't kill them. Keep the want to be ninja and the dog distracted while I handle the girls." She ordered using some more of her magical power in the command. The stream of red in the middle of Danny's soul flickered and grew stronger.

"Yes... my lady." Danny said, once again complacent.

"Black Star, keep Danny busy while the rest of us bring down Shaula." Sam said pulling out a ectostaff that was brimming with green electricity. "Repede, you're with us."

"So you want to take down the witch huh? Well, I suppose I could let you have the spot light for now." Black Star said. "Just remember who the real star is. Come on, Tsubaki. Soul Resonance! Speed Star!" Black Star rocketed forward towards Phantom who put up a energy barrier in front of him, but Black Star quiet as a flash changed directions and began to run in circles around the hypnotized half ghost. Black Star came to a stop right in front of Phantom and looked him dead in the eyes.

Phantom took a shot and the blast went straight through Black Star and his image disappeared before Phantom was knocked forward by a heavy hit to the back only made heavier by the effects of the spector defector.

Phantom got back up quickly. "What's the matter Phantom? I'm sure I trained you better than this?" Black Star's voice came from several hollow after images that moved around Phantom. Phantom leaned forward and his entire body burned green before energy blasted out in all directs pushing away all the after images and knocking the real Black Star backwards. "Now that's more like it!"

Sam and Kim had gone into close quarters with Shaula and were trying to surround her. But as Kim was being head off from the front by a whip, Shaula's own hair was striking back at Sam who was making an attempt from behind.

"Soul Resonance, Pixie Flame!" Kim shouted moving Jackie into position for the fire attack. Shaula swung her whip back and it wrapped around Sam's leg and the weapon girl was thrown at the runaway witch. Sam transformed into her hand shovel form so that she went over Kim's shoulder instead of smashing right into her and stopping her attack. Kim's attack continued and Shaula was forced to jump far backwards to get away from the flames.

"Soul Resonance, Super Skill of the Monster Dog, Shining Fang!" Estelle's voice ran out as Repede howled. Repede was spinning head over heels and barreling towards Shaula, sparks of gold were coming from Estelle that danced along Repede's fur. Shaula's hair wrapped around in front of her and magical energy expanded from it to form a pink and purple shield. The attack struck the shield dead on and golden and pink sparks flew but then Repede started to lose momentum and was knocked backwards towards Kim and Sam.

"Die you pests! Scorpion Sco Scor Scorpions!" Shaula shouted. A giant magical circle expanded out from above her as several of the infected EAT class students that littered the square began to move and started towards the small group of resistance fighters. "Now lets see how you fight against your own!"

"Kimmm..." The zombie like Ox said as he moved towards the group with spear in hand.

Crack! Kim brought Jackie down hard on the guy's head sending him to the ground before smashing it two more times for good measure. "Get lost you creep!" Kim screamed at him. Sam seemed too care only a little more as she beat the zombie like people across the head with her ectostaff. Repede knocked them all over with ease.

"So hard to get good help." Shaula sighed. "But we've always got more." And she really did. More and more of the people in the zombie like state moved in.

"There are too many of them." Kim said angrily as she pushed two away.

"We can't give up!" Sam shouted. "There has to be something we can do!"


In the mean time, Black Star was having a hard time dealing with Phantom. A well passed ectoblast caught him in the chest and pushed him back several feet, but Sam was right, the specter deflector really did take the edge off of the attacks. Black Star was able to recover quickly and looked back over at his mind controlled apprentice.

"I can't believe that you are this weak." Black Star spat angrily. "What happened to you Phantom! When I agreed to train you, you said that you would become strong! Strong enough to protect everyone, even if all the gods in the heavens stood against you!" Phantom didn't respond. He couldn't. "Look!" Black Star shouted pointing to their friends who were under attack. "They don't look safe to me."

Phantom still didn't say anything. But he did stare at the girls and Repede fighting for their lives, trying to beat Shaula, trying to save him.

"You... you..." Black Star said gritting his teeth. "When this is over I am going to triple your training program! I will make you sweat this half-assed shit out of you!" Black Star rushed Phantom again and Phantom guarded the attack wincing slightly as the spector deflector zapped him.

If Black Star could have sensed souls, he would have stopped his attack and his insults. With every blow inflected upon Phantom, physically or emotionally, the stream of red that had been placed in his soul grew bigger and bigger. Black Star didn't even notice as both of Phantom's eyes flickered a bloody red. None of them was ready for what was coming.


The girls and Repede were still trying to push back the hord but it was not going well. Sam's staff had been broken and she had pulled out an ectopistol. It was strong enough to stun the enemies, but not to kill any humans. "There is no end to this." Estelle said scared as Shaula stood on a building roof near by laughing at them.

"We have to do something!" Jackie said scared.

Kim however was weighing her options. She looked over too see the mess that Phantom's soul was becoming. "I... Soul Protect... Release!" Kim finally shouted, her purple witches soul pushed out shocking Estelle and Repede. "Tanunucoon Raccooncoo n Ponpon Ponkitanu Pon Pon Pon" Kim cast a spell over the area that would counteract the hypnosis spell, the magic circle above Shaula bent and broke. "You can't control so many people at once without using a magic calculation spell. All I had to do was disrupt the flow of magic." Kim said grinning at the older witch. "I'll make you pay for making me release my Soul Protect."

"Kim...? You... you're a witch?" Estelle said shocked as the hyponized fighters began to fall to the ground.

"And Repede is a monster, and Danny is part ghost." Sam commented. "Seriously, does species really matter here? Good work, Kim." Repede nodded his agreement.

"Why are you fighting against me?" Shaula demanded. "Don't you understand. If Guardian defeats Death than our sister will be free, the witch hunts will be over. Why would you try to stop that?" She held out a hand towards Kim. "Why don't you come with me? You would be a hero among the witches."

"Like I care about any of that." Kim spat. "Usually I wouldn't do a freebee like this, but taking Phantom made it personal."

"So you too are going to stand against me? But you are wrong, I didn't take Guardian, he was mine, he has always been mine!" Shaula's anger was becoming out of control. "Scorpion Scorpos!" Dozens of bolts of magical energy came flying at the small group.

"Get together!" Sam shouted pulling an orb out of her utility belt. She pressed a button and throw it down. A green shield formed around the group to protect them from the blasts. "This shield won't last long. We need a plan... or a miracle."

"I don't know what we can do. And older witch like Shaula is stronger than the five of us put together." Jackie said.

"That... is not quiet true." Kim said looking down at Repede. "Just matters how we put our powers together."

"What do you mean?" Estelle asked.

"I could use my support magic to empower Repede, then he should stand a chance against her." Kim explained.

"Is it safe?" Estelle asked.

"I don't really know. I've need done it on a monster before, but it should work." Kim admitted.

"Is not doing it safe?" Sam asked as the shield started to waver under fire.

Repede growled and nodded. "He... he says to do it." Estelle translated for them.

"Alright then. Here goes nothing, Soul Resonance!" Kim shouted resonating with Jackie in order to get more power for her spell. A magical pink aura surrounded her body. "Tanunucoon Pon Pon Pon Raccooncoon Ponpon Ponkitanu Pon Pon!"

The pink glow transfered over to Repede and he became concealed by it. The light started to change from pink to a sky blue as Repede's soul rapidly expanded until it was the size of a small car. But as the light dimmed Sam and Kim could see that wasn't the only thing that had changed about him.

"What did you do to my big brother!" Estelle's voice screamed out from the short sword that was still held between Repede's teeth. Repede was no longer a dog. Standing at a six foot two, Repede looked like a twenty year old man with a long sky blue mane of hair. He still had the scar over his left eye and his right was still the same shade of red that looked rather cool on his human face. He was dressed in dark blue muscle shirt and pants that looked strangely like his old fur, with his long dog's tail stuck out of his pants just like his doggy ears poking out of the hair on his head.

"That... was not supposed to happen." Kim said just as shocked as the rest of them.

"Do not worry, witch pup." Repede said in a deep voice as he took Estelle out of his mouth. "Your sorcery did as it needed to." As the ectoshield gave why Repede rushed out swinging Estelle around, his sky blue soul waves dancing along her blade. "Soul Resonance, Super Skill of the Sword Meister, Azure Edge!" A streak of brilliant azure blue light flew from Estelle and pushed their way through the bolts of magic that Shaula had been raining down on them.

Shaula's hair wrapped around a lamppost and pulled her to the side and out of the way of the strike which cleaved a path through the ground. She then swung her whip at Repede who jumped to the side as the whip cracked the ground with its impact just before he rushed the witch again who blocked the swing from his sword with her whip.

"Down doggy, or no treats for you." Shaula sneered as her hair reached up over her and struck down like a scorpion's tail. But before the attack could hit, Repede launched an attack of his own.

"Cerberus Strike!" Repede's left hand was like a blur and Shaula gasped and stumbled back as she felt three solid hits to her stomach. As she fell back her hair still clubbed Repede sending him back as well.

Shaula swept out her whip which wrapped around the transformed monster dog's neck. "Bad dogs get the chock collar." Shaula spat as Repede tried to remove the cord that was restricting his air. Shaula sent a current of her soul waves through the whip as bright purple energy that began to shock Repede. Repede howled and threshed about as Shaula laughed like the madwoman she was.

But a blast the green light caught her in the stomach followed by another, and another, making her lose her concentration until the whip went slack enough for Repede to tear it off. Sam, Kim and Jackie, in her human form, were all holding ectoguns and firing on the older witch. While they were none lethal to all but weaker ghosts they still packed a heavy punch and Shaula put up a Scorpio styled shield in over to protect herself from them. "Blasted insects!" She shouted angrily.

Repede was back on his feet and mad from the chock collar comment. "Little sister, let's finish this, Soul Resonance." He said and Estelle began to glow with the sky blue light as Repede poured all the power he had gained from Kim's magic into one final attack. "Azure Storm!" He swept out the short sword in a slow arc creating a slow moving Azure Edge, then he slashed a second quicker and shorter one followed by one last one that was even faster.

The three Azure Edges combined as they went towards Shaula's shield and morphed into an azure blue wolf's head with an open mouth just before smashing into Shaula's barrier. Cracks quickly appeared in the shield and Shaula was lost to view in the explosion that followed.

"We did it." Estelle celebrated. Repede glowed a dim gold and his body shrank back into the form of a monster dog causing Estelle to fall to the ground as Repede lacked the thumbs to hold her in his hand. "You alright big brother?"

Repede bent down and lifted up the short sword in his mouth again before sending her a message. "I am fine, little sister."

"You celebrate to soon!" Shaula's voice came from the smoke just before a giant pink and purple stinger swept out of the smoke and smashed into Repede sending the monster dog spinning through the air.

"Repede, Estelle!" Kim shouted, she ran over to them with Sam and Jackie. Repede struggled back to her feet as the smoke cleared showing a seriously angry Shaula. Her clothes were scratched up and there was a small cut on her face, but she was still clearly ready for a fight. Her long braid had tripled in length and width and was glowing as it swept around in the air.

"I have played with you children long enough!" She screamed before her hair shot a large shot of magic at the group blasting them off their feet and to the ground. "You all die now!" She shot again.

"Ponkitanu kitkitanu!" Kim shouted quickly putting up a shield. The blast hit hard and the shield began to crack.

"Fine then! I didn't want to kill a fellow sister, but you are lost to Death!" Shaula was losing her mind at the irritation she felt. "You will die first!" A large pink and purple spike shot from her hair and hit the barrier that Kim was desperately trying to keep up.


Phantom was still fighting with Black Star, but Black Star was starting to get a feel for how the fight works. Just keep moving quickly and Phantom couldn't keep track of him in his hypnotized state. But the scream from Shaula distracted Black Star and he took a hard shot of ectoenergy to the stomach.

Phantom was looking towards his downed opponent when he spotted Kim trying to hold up her magical barrier as the spike slowly moved through it. His eyes widened. "Ki...Kim." He murmured his body shaking. His soul was going insane as red and green waves slashed around until the scorpion tail and magic circles around it shattered. "Kim!" He shouted and made a mad dash for the young witch.


The spike was moving through the shield towards Kim's chest but she knew that she couldn't move without losing control of her shield. She could literally see death moving slowly towards her. But the only thing she could think at the end as she closed her eyes was. 'Sorry Phantom. I guess I couldn't save you.'

"Kim!" She heard Phantom's echoing voice shout. She opened her eyes to see Phantom standing in front of her with his arms spread wide.

"Ph... Phantom?" Kim said shocked that the boy was there.

Phantom turned his head and smiled, before falling to the ground. A spike through his chest. The whole world seemed to slow down as everyone realized what had just happened.

"NO!" The first scream belonged to Shaula. "This can't happen. You can't die. You were my fated one. The one who would save the witches from Order. You can't die!" She was breaking down, falling to her knees sobbing. "No..."

"Phantom?" Kim whispered horrified that what had happened. "Don't leave us."

But then, to everyone's shock, Phantom sat up. He grabbed the spike in his chest and pulled it out. The wound glowed a mixture of green and red as it started to close. "Danny?" Sam said, she hadn't believed that even Danny could have survived a wound like that one.

Shaula began to laugh. "Yes, yes my Guardian. You can not die. You are beyond Death." She was clearly insane. Phantom stood up and started walking unsteadily towards her. "Yes, come to me my Guardian!" She said holding her arms wide open.

"Don't Phantom!" Black Star shouted but Phantom kept going.

"Guys... something doesn't feel right." Kim said shivering a little.

Phantom walked into Shaula's open arms and she placed her head and his chest, a gentle smile on her face as she was on her knees before him. "Guardian." She said. Then Phantom plunged his hand straight through Shaula. She seemed to be the only one not shocked as she leaned back and placed a hand on his cheek and smiled. Her body exploded and twisted around itself before revealing a large pink and purple orb in Phantom's hand.

"A soul... but souls shouldn't appear unless she was killed by a Weapon, or an enchanted tool or... or..." Jackie was stammering.

Phantom laughed as he finished for her. "Or a Kishin." He leaned his head back before swinging it down and starting to tear into the witch's soul like a starving animal as his friends looked on in horror.

His whole body glowed dark red and he stumbled from side to side. He leaned back and screamed loud enough to shatter the nearby windows. His body suddenly grew a foot taller and his muscles began to bulge outwards. He covered his face in his hands and his hair flew up turning into white flames. Sam paled as quickly as he did though his skin turned a little shade of blue. He started to laugh again as his soul turned dark red and grew outwards until even those with soul perception could no longer comprehend its power.

"Oh the pain, the pain, it's driving me..." Phantom said turning to the group for the first time. His red eyes glinted and his insane smile exposed several razor sharp teeth. "Insane."


**** just got real. I know this was kind of a heavy chapter, but I couldn't see a good point to dividing it, or any side dialogue that would make it less... intense.

I just finished this chapter today and I don't think I will have another one done for a least a week. I have it all planned out, but it takes a while since my reading and writing skills are pretty bad.

For all of you that don't know, yes, Repede and Estelle are characters from Tales of Vesperia, I decided to add them in as the three party member for Danny and Kim's team if I ever get that far into season one. And Yuri and Flynn are there to replace Kim on Ox's team, though if need be Yuri is the equivalent of Batman when it comes to dishing out punishment to criminals that the team would normal show mercy too.

I know I am using Yuri's arts set for Repede's attacks. His and Estelle's resonance is gold when he is in his monster form, azure when he transforms from Kim's magic.

Black Star is god, keep your Makas and Kids, Black Star FTW. There was so much that could easily be added to his character without going against Canon.

I hope that I have boosted Shaula as a character. In the show she was nothing more than a cartoon villain; no motivation at all, and no redeeming characteristics. So I gave her both so that she would feel more like an anime villain. Do any of you feel sad that she's dead now?

Next Chapter "Order vs Pain, battle of the gods?" warning, next chapter may contain Sam bashing. Or it could be in the chapter after.