III: Fear


The next morning, Lilith, now as old physically as the soldiers derived from her, looked over the latest painting she was creating. Her keen eyes examined the colors between the various objects on the canvas and made sure they made sense in her mind. Picking up a brush, she continued working on the ocean in the picture, paying careful attention to where it met the sky.

She heard footsteps approaching but knew from their sound that it was just one of the other girls. Ignoring it, she continued to work on the painting.

"Do you need anything, Lady Lilith?" the clone said upon entering the room.

Lilith looked around her easel and considered the clone a moment. She looked her over from head to toe. Aside from the uniform worn by all of Doom's Infantry, she was an exact copy of Lilith herself with the exception that she wasn't flawed. The ache in her left foot reminded her of that immediately; reminded her that she was the first, and imperfect.

"No… thank you," Lilith finally replied. The girl bowed and left, leaving Lilith to her thoughts.

The girl had no purpose other than to serve her mother… serve Doctor Doom. Lilith wondered at her own purpose. The multitude of clones were tools for the domination of the world. Was Lilith herself only a tool in that respect as well? Was she just the first iteration of that tool, a flawed but useful component in the machine?

She never questioned her mother, but was that programmed into her? There were so many terrible implications of that. Staring at her picture she now wondered if anything she did held any real purpose, or was it all just to occupy her time until her mother needed something specific from her.

"Why am I?"


Wilson Fisk didn't look very good in an orange jumpsuit. Though he adjusted to life inside Tokyo-3's penitentiary, he didn't enjoy it. And with the sudden takeover of Japan, he knew he could no longer trust his knowledge of Japan's legal system to try to get him out of this. Still, whoever this so-called "Doctor Doom" was, he was confident he could reason with her, if he had the opportunity to do so.

"Fisk!" one of the guards yelled. He turned to see a small group of them, six in all, waiting for him. Without a word he walked towards the bars. "You have a visitor, and you better not make this one wait."

They opened the doors and quickly escorted him down into a private meeting room. There were no windows but there was a small table and two chairs, one big enough for him to be comfortable, and the other a more normal sized chair. As he sat down he noticed that food was waiting for him, and it was something he hadn't had in a long time; Steak and potatoes with a fresh vegetable medley. Wine was even provided.

Although Fisk was certainly happy to see such foods, it made him cautious. Someone was being awfully nice to him and he wondered why.

The door behind him closed and he sat down waiting for his host to show himself. He didn't have to wait long.

"Please Mister Fisk, help yourself," came a mechanical sounding voice. Slightly surprised when he knew who it was, he smiled ever so gently knowing he just got his wish. He could turn this situation into a great opportunity for himself but he also wondered immediately why she would want to see him at all.

"So," Fisk began as he poured a glass of wine, now calmer. "I finally get to meet the illustrious Doctor Doom."

He watched as she circled around him on his left to sit in the other chair across from him. Her movements were so confident and precise, he wondered if she was secretly some kind of machine.

"I trust prison hasn't been very comfortable for you," she replied.

"Well, it isn't my first time in a prison, but the ones in America were a lot more comfortable than they are here."

"Japan doesn't provide its criminals with a vacation resort," Doom noted.

"Ha! Noted," Fisk admitted. "So tell me, what is the meaning of this visit? Not that I mind being fed a good steak every now and then. I've had enough rice over the last year to question whether or not I'm turning Asian myself."

"As they say on the internet, that's racist."

Fisk laughed. "No offense of course. But you have piqued my interest. I used to be the greatest underworld leader the planet has ever known. By now, my associates would have been looking for ways to bust me out of here, yet it seems like the authorities locked me up and threw away the room. You need me for something I bet… but what?"

"Put it simply, I need a man of your talents."

Now Fisk was really intrigued. He continued eating but his serious demeanor told Doctor Doom that he was listening. If there was anything Fisk liked more than a well-cooked steak, it was business."

"You were one of the few Western crime bosses to have struck successful deals with the Triads and other Chinese criminal undergrounds. I have it on good authority you can get whatever I need out of China… or into it."

"I'm assuming your conquest of China is not going well then?"

"Oh, it's going fine, but I anticipate a hurdle as we get closer to Hong Kong. I need a way to smuggle a Special Forces team into the city along with their equipment so they can prepare the city for assimilation into the empire. Even my best covert people right now will be unable to do it alone."

"Well you came to the right place," Fisk replied. "My contacts with the Triads are still very strong. But what do I get out of this?"

"Besides a full pardon? I'll ignore your activities and allow you to return to business unmolested, though if I need further assistance later, I would suggest you not turn me down."

"Always did find it good for business to be on the government's good side," Fisk replied as he cut another piece of steak. "Though getting back into business will take time since my empire has been disassembled."

"What makes you think it was?" Doom asked as he placed both sides of the Black Directory on the table in front of him. "I hope you don't mind, I made some use of your criminal empire while you were gone in order to smuggle in some of the materials I needed to get my Empire off the ground."

Fisk considered the books before him a moment before deciding they were in fact genuine. "How did you get these?" he asked with surprise. "You didn't even come into power until recently, and I was arrested almost a year ago."

"Simple, Section-5 gave it to me."

Fisk's eyes widened slightly at the implications of that. Doctor Doom must have been someone high up in the government or at least the justice department if she was able to get her hands on that so directly. And to use it in the interim without being caught, it dawned on him instantly who Doctor Doom really was.

"Commander Katsuragi," Fisk said with confidence. "I never knew you had it in you."

"Well done Mister Fisk, but I go by Doctor Victoria Von Doom now. I'm glad to see this place hasn't dulled your mind, I'll likely have need of that too."

"So you're letting me out, letting me get back to business, and the only cost to me is the occasional favor. When do I get out of here?"

Doom nodded towards the door and it opened. Another table was pulled into the room by two Doom Infantry who laid out his old suit complete with his gaudy cane.

"As soon as you finish dinner," she replied as the clones worked. "I've taken the liberty of releasing your assistant, Eddie as well. I would have released Herman Schultz too, but it would appear he didn't survive the events on Rishiri Island last year." She gestured towards the door. "So I decided to have him replaced for you."

Fisk turned in time to see another clone enter. This one had her hair a little longer and tied back in a short low tail. She wore an outfit similar to Shocker only with light armor over the shoulders, upper chest, thighs and boots up to her knees. She also wore the same gauntlets he used.

"Meet the new Shocker. She'll act as both my liaison to you and your willing minion. She has vast engineering talents learned from one of my Doom Guard, and unlike Shocker isn't stupid, brash, arrogant, or self-serving. She will serve you as she would serve me."

Fisk grinned at that. He always did love getting useful pawns.


Whiplash took command of the main forces pushing northwest into Chinese territory. Their attempts to get closer to Hong Kong, an important city, had been successful so far. It was just another campaign to Whiplash, and scarcely a day since she was sent here right after the battle of Shanghai.

"Lead reports no significant resistance, mam," one of her girls responded.

"Excellent, Lieutenant Mara," Whiplash replied. The girl immediately looked pleased that the General remembered her chosen name. "Keep me updated. We have a lot of ground to cover before we can strike at the city."

"Yes, mam," she replied, bringing her fist to her chest in the customary salute of Doom's Army. Many of the clones were riding in transports on the ground with the rest either holding on to EVA's as they walked or riding on motorcycles or on top of tanks as they continued their trek. In all, the column was moving at a brisk 50 klicks per hour.

Suddenly the column stopped and an explosion could be seen from the front of the column.

"We just lost contact with the lead!" one of the girls yelled. Whiplash immediately jumped on top of the nearest transport to get a better look. "It's been destroyed! It must have been enemy ordinance. "

"I don't think so," Whiplash replied. "Our sensors didn't pick up any artillery in flight.

Suddenly, gun fire rang out for the jungle to the left of the column and an explosion hit the rearguard, instantly destroying it as well. The EVAs moved towards the jungle and Whiplash finally got to see what was doing the damage.

A Chinese soldier ran out of the jungle wearing a heavy looking vest. He jumped onto the EVA's leg screaming something in Chinese about "for the motherland" before turning into pink mist. His heavy vest was actually an explosive's package powerful enough to weaken the armor on the leg of the EVA near the ankle. Almost immediately, several rockets flew from the jungle nailing the same location and caused the EVA to take severe foot and lower leg damage, nearly immobilizing it.

"Suicide bombers?!" one of the girls cried out in horror.

"Hit them with everything we have!" Whiplash ordered. "Use the incendiaries!"

The tanks and troops instantly responded with a hail of gunfire, sonic blasters, and powerful flame throwers. Screams began to echo through the jungle as men were suddenly cooked alive. Those wearing suicide vests suffered premature detonations taking out any of their allies unlucky enough to be standing nearby.

The troops retreated back into the deeper jungle, and Whiplash ordered her girls back to the column.

"It'll take about twenty minutes to get the column moving again," Mara replied.

"What about Isari's EVA?" Whiplash asked.

"We can get the ankle repaired enough for transit within the hour."

"Tell them to please hurry," Whiplash ordered. "If we don't get moving soon, that same force might regroup and come back at us a second time. If they were crazy enough to volunteer to die just to slow us down, the only reason they fell back was to regroup and wait for reinforcements."

"Yes, mam." Whiplash could see the girl was shaken. She stepped forward and put a hand on her young Lieutenant's shoulder.

"We'll get through this, I swear to you."

She nodded in return and got her people moving. Whiplash's eyes turned towards the direction her enemy escaped in. She may not have had the White Queen's ability to sense emotions and thoughts, but she knew enough to know her troops were shaken by the sudden kamikaze attack.


"Anything?" Shinji asked as she looked over Maya's shoulder. She was currently surfing the net to find any word of mouth about the situation.

"Misato… I mean, Doctor Doom already controls all of Korea, parts of Vietnam and a portion of southeastern China. Her approval rating here in Japan is rather high, but keeping the peace in China is taking more… tyrannical measures."

"As much as I hate what she's become, I have to admit I'm impressed at her ability to take territory."

"Well," Maya began, "North Koreans saw her as a savior and South Koreans are following her because she has the confidence of their leader. The Chinese are being pretty overzealous about how they are attempting to resist Doom's rule. Doom has already started putting measures in place, like removing the ones actively causing trouble systematically."

Shinji looked away as a picture of one of the insurgents came up on the screen being hit point blank with a sonic blaster. Maya had to look away too, instantly feeling queasy.

"Sorry Shinji," Maya said immediately. "I've had that come up a few times already. It's a bit… graphic for the general web."

Outside the building, Hikari sat near the edge of the cliff of Mount Kirishima. She shivered a bit as she remembered the feelings she got when in the Commander's office before and now understood the feelings much more.

Suddenly, she felt a pair of hands on her shoulders. She jumped a little before she realized the hands were massaging her, and she knew instantly it was Mari. The girl seemed to act like an older sister to her in these situations and she couldn't imagine having to go through such life and death circumstances without her.

"Tense," Mari commented, though Hikari could almost sense a bit of a playful tone to her voice. She blushed ever so slightly, wondering if Mari was attracted to girls like Ritsuko and Maya were to each other.

"This whole situation is tense," Hikari replied. Then Mari hit just the right spot causing Hikari to sigh in relief at the touch. If Mari was lesbian or bi, Hikari was currently in no position to complain about the attention at the moment.

"I know… we need to keep our heads up," Mari noted. "If we lose it now, we're as good as dead already."

"I wonder if she's looking for us," Hikari mused.

"Doubt it," Mari replied immediately. "With her bid for world domination going on right now, she likely can't bother to worry about us."

"You almost lost it yesterday," Hikari noted.

Mari stopped what she was doing, letting her hands slide down Hikari's back and off as she switched to sitting next to the girl. "Not exactly my finest hour. I'm usually much more level headed and objective than that. But…."

"But…"

"But… I can't stop seeing the faces of the people she killed. And when I came across Anako's body…" Mari stopped right there, trying to stop herself from exploding with sadness again.

"You… liked her?"

Mari chuckled aloud briefly, though it was a sad chuckle. "I had the biggest crush on her," Mari admitted. "She was always so damned cute, and she cared so much for us 'Children'. It was a very endearing quality. But she didn't swing the same way I do."

"Which way is that?"

Mari looked at Hikari with an almost sly smile. "All over the place." Hikari blushed but laughed at the comment none-the-less. "What about you?"

"Straight all the way," Hikari replied. "Though I figured if I ever ended up in bed with a girl, it would have been Asuka… you know, before the whole Carnage thing." Hikari thought back sadly. "Towards the end of the Angel War she was having a very bad time of it. She spent all of her time at my house… I very much had to take care of her. She wouldn't eat unless I gave her food. She shared my bed but it wasn't anything sexual… I guess I was at least some comfort to her."

"That was after the Fifteenth and Sixteenth Angels, right?" Hikari made an mm-hmm sound to confirm her thoughts. "I heard it was a bad time for her."

Hikari thought about that a moment. "I never would have thought she would turn homicidal though. Then again, I didn't know her experiences would cause her to slip into a coma either."

Mari looked away. "I can't imagine what it was like… to be mind-raped by an Angel like that, or to suddenly have everything you ever cared about taken away because of what happened."

Hikari looked at Mari as she trembled a little but only for a second.

"I guess that's the one thing I'm truly afraid of," Mari replied. "Not death… not pain… I can handle pain, and death is basically just the end of one thing and the beginning of something new. I fear being alive and losing everything I am, everything I have, and everything I would ever be… that is worse than death."

"Fear is tricky thing," Hikari admitted. "It can blind us, and yet it is there to remind us of when we're in over our heads potentially. I think fear is actually a good thing."

"Not to a soldier," Mari replied immediately. "Fear kills one's confidence, focus , and stability. Solders feel it, but I learned in the SAS that it needs to be acknowledged but buried. Someone with no fear is reckless and dangerous, but there is a line between terrified and unable to act, and knowing ones fear and pushing past it to get the job done."

"I like you," Hikari said seemingly randomly causing Mari to look at her surprised. "If I ever did decide to try the other side of the fence, you'd probably be my first choice." Though she blushed a bit when she said that, she none-the-less managed to say it directly.

"I like you, too," Mari admitted. "You have the whole girl-next-door thing going for you." That admission caused Hikari to blush profusely. "And if you ever decide to cross that fence… I can show you the ropes."

"Heh, I think that might be enough sharing for one day," Hikari said sheepishly causing Mari to laugh aloud.

"So you really are bisexual?" Hikari managed to ask.

"Well much like the arsenal I carry into combat, I like to keep my options opened."

Hikari realized she needed to stop asking questions now… she couldn't possibly turn any darker shades of red without immediate hospitalization.

Inside, Ritsuko worked on her reactor as Rei talked to her. Eve was fussing in her arms but otherwise was behaving herself.

"The thing that gets me the most about this whole situation is the fact that none of us saw this coming," Rei admitted. "I knew she was turning dark but I didn't know she was capable of all this."

"Mari mentioned to me yesterday that she and Hikari noticed Misato had a collection of tech manuals and biology books," Ritsuko added. "There is no way she got all this knowledge that quickly without some other outside influence, but I have no idea what it could be."

"Your guess is as good as mine," Rei admitted. "Venom doesn't even know how it would be possible."

"The only conclusion I can come up with is that Misato already had the knowledge, she just didn't have the will to use it. But knowing Misato as well as I do, none of that stuff really interested her before."

"So, what does that leave us with?"

Ritsuko pulled her tentacles out of the reactor housing as she retrieved more non-magnetic bolts.

"Theories that are impossible to prove and almost as hard to believe."

"Such as?" Rei prompted.

"The Multiverse Theory," Ritsuko explained. "I'm sure you know it well." Rei nodded. "Imagine if you will someone in an alternate timeline somehow acquiring the power of the angels. Leliel had the ability to create a Sea of Dirac which could be construed as the creation of an alternate universe in and of itself."

"Or simply a pocket one."

"True, but follow my reasoning. If a person had the power of an extremely potent angel, say Zeruel or even Adam himself, it would be possible to pierce realities in some way and travel between the alternate universes."

"So… what your saying is… she's possessed in some way?"

"Yes and no," Ritsuko replied. "Possessed of the essence of an echo from another alternate reality perhaps, one where someone had this kind of knowledge, apparently more than even I possess. If that person was strong willed enough, it's possible to transfer their consciousness across the boundary between universes. But I can't imagine it would survive the trip in its entirety."

"So Misato doesn't have the actual soul of the person but rather the essence of what that soul was?"

"Essentially," Ritsuko replied as she closed another panel. "And all of the knowledge and probably some of the memories as well."

"That's crazy," Rei noted.

"So is a Tri-Phasic Reactor, or a serum that can turn a person into a humanoid Lizard with a Jekyll and Hyde Complex, or an alien symbiote that bonds to human hosts and turns them into super humans."

Rei sighed. "Granted, but it's still a bit far-fetched, even if it is plausible."

"Admittedly," Ritsuko replied. "And knowing the truth won't help us in the long run. There's no way to separate Misato from whatever this dark influence is that turned her into a new Napoleon."

Rei sighed. "Do you think Misato can successfully subjugate the world?"

"I think Shinji might be right in thinking she has a good chance to do so," Ritsuko admitted darkly. "The real question is what are we going to do about it?"


Whiplash was getting weary, of the attacks. They had been taking place nearly every 20 klicks now. Though they were getting less effective as far as killing her girls or damaging equipment, the effect on morale was very dramatic.

Like Whiplash herself, Mara was doing her best to keep the spirits of her girls up. But with each successive attack, their nerves were becoming more and more frayed.

"The attacks are depleting ammo and supplies with every one of them. At this rate we won't have enough ordnance to take the city," Mara reported.

Whiplash looked around at her girls seeing the beleaguered looks on their faces. Most were nervous and somewhere outright fearful. It was exactly what the Chinese wanted.

"Damn it," she whispered just loud enough for Mara to hear it. "I'd expect this type of tactic from the Middle East, not China."

"Enemy Raid!" one of the girls yelled moments before a hail of gunfire came from the jungle, this time from both sides of the road.

"We're caught in a pincer!" Mara noted. "Team 7, with me!"

"Be careful, Lieutenant," Whiplash ordered.

"Always, mam," she replied before taking her unit into the right side jungle. Whiplash ordered the left side to be lit up with flames again. The shots from the flamethrowers and incendiary grenades came just in time as human bombs were trying to get to the vehicles again. They exploded prematurely forcing some of the clone troopers to duck down to avoid flying dirt and debris. Unfortunately, they were far enough forward of their own people to not take any with them.

Isari's EVA opened with up with its quad-Gatling guns. Its high vantage point gave it excellent line of sight allowing her to devastate the enemy ranks. Within minutes the flank was silenced and few managed to escape this time.

Whiplash moved into the right side jungle and saw her clones coming back dragging their Lieutenant with them.

"Oh no," Whiplash whispered as she took the girl from them. One of the suicide bombers apparently snuck in close enough to her to do real damage before she was noticed. Mara's entire left side was badly burned and mostly destroyed. Much of her arm was gone and her leg below the knee. One eye looked into Whiplash's sadly, knowing her injuries were beyond her own regenerative powers to heal.

"Sorry… General… I guess I couldn't follow your orders after all," she whispered in a raspy voice.

"Sister," Whiplash whispered as she held the girl close to her. The other girls around her looked on sadly. Mara was well liked amongst them all, and was obviously quite close to the general.

"We hit them hard this time," one of the other Lieutenants reported. "This time I think they'll think twice before trying again."

Whiplash looked around and saw the worried looks on her girls' faces. Most of them were starting to give up hope of victory. It was exactly what their enemies wanted. For a moment she considered retreating back to their rally point….

Then Whiplash felt Mara slipping into a coma in her arms. With her body so severely damaged and her regeneration unable to compensate, the coma was a last resort programmed into the genes of all clones in order to attempt to save their lives in such situations.

"Have her put into an LCL tank on the main support carrier," Whiplash ordered. "We'll make sure she gets back to Tokyo-3 as soon as take Hong Kong."

"Can we still do it, considering what we've been dealing with so far?"

Whiplash looked again at the faces of her troops. There was still a little hope left. Anger welled up within Whiplash and she realized what needed to be done. She refused to let this tactic succeed.

"We sure as hell can and will," Whiplash said resolutely. "They think they can break our spirits? They think they can scare us off? Fuck them! We're going to hit them hard and mercilessly. We're going to take the city despite everything they've tried to do to us. We'll show them that we're not afraid!"

Cries of "yes" and roars of renewed morale rose from her girls.

"Lieutenant Shura, you're my new number one. Let's get this column to Hong Kong by nightfall. By morning, the Flag of Doom will rise over the city!"

"Yes, mam!" she replied.

"Hail Doom!" the troops said as one. If the Chinese forces in the fields could hear them, they would realize instantly that their mission was a failure. All they accomplished was awaken their enemy's will to destroy them utterly.


Misato was dressed in light clothing befitting a ruler of modest means, rather than one who already owned three countries and was well on her way to conquering numbers four and five. She just received word that the Special Forces unit sent to Hong Kong via The Kingpin successfully entered the city and her forces, though slightly late to the party were able to secure the city. She smoothed out her simple one-piece dress as she sat down. Though it was already close to two am in Tokyo-3, she still had a few things left to do in the way of paperwork and report reading before she could allow herself a meager few hours of sleep.

"Mama-san?" came the voice of Lilith. Misato looked in her direction seeing the girl dressed in her nightgown but very much awake. She walked with a bit of a hobble due to the condition of her left foot, or "hoof" she called it.

"What is it, my daughter?" Misato asked with concern. "You should be asleep."

"I couldn't sleep," the girl admitted as she approached carefully. "I thought about something today, and it has disturbed me enough to worry myself into insomnia."

"What's on your mind?" Misato asked.

"What am I?" she asked directly.

Misato looked at her quizzically. "What do you mean?"

"What am I? Am I your daughter, or am I a tool?"

Misato looked shocked at Lilith. "How could you ask that?"

"I see the clones of me all the time," she explained. "They are at my beck and call, they fight the war, they are instruments of war… but what am I? Am I only still here because you have a use for me? I am flawed…"

She sudden found herself being held tightly by her creator.

"The clones are clones," Misato agreed. "I care about them though admittedly not as much as a normal person… but as time goes by, they do become just like normal people. You are different but not because you are physically flawed."

Lilith listened as she was held.

"You are my daughter," Misato said. "I may not be your mother biologically, but you are my daughter none-the-less. I care about you! I can't believe you would think I only thought of you as a tool." She stopped hugging her but held her upper arms looking into her eyes. Lilith could clearly see they were staring to water. "I love you, more than any other. It doesn't matter to me if you are physically imperfect; even I'm not perfect. All that matters is that I love you, and I would do anything to see you happy and see you grow as a person."

"But aren't I just like them?"

Misato chuckled. "The individual clones asked the same question of themselves. Most have picked their own names and tried to do things to set themselves apart from their sisters. Some have gotten tattoos, some wear their hair differently, and still others just have specific quirks and tendencies that are completely different from their other sisters. You are only 'just like them' in genetic make-up, but you are worlds apart in every other conceivable way. Even they are becoming more and more apart from each other."

Lilith nodded her understanding. She seemed happier at the explanation and hugged her mother tightly. Misato chuckled lightly and held her in kind.

"Now you should try to get some sleep," Misato suggested. "I may need you to hold down the office. I have to spend some time with a sick soldier tomorrow."

"What happened?" Lilith asked worriedly.

"Lieutenant Mara under the Third Army's 107th Doom Infantry was badly wounded and went into a stasis coma. I have to see if I can save her life."

"I hope you can," Lilith said sadly. "I am sad anytime I hear one of my many sisters are hurt."

"As am I," Misato admitted.

Lilith went back to bed at that. Misato watched her go.

'I'll never be like Gendo,' she promised herself. 'Lilith is my child and I will raise her like a proper mother should… Like he should have raised Rei… and Shinji…'

A tear left her eyes as she thought about that. "Shinji-kun," she whispered. "I wish you would have joined me. You wanted a world free of pain… and that's what I'm creating." She walked towards the window looking out over the darkened Geofront, only a few spotlights and building lights could be seen. "Why then do you choose to oppose me?"


It seems destruction is a form of success to you,

These tragic visions of loss will never leave me

You try to justify the pain that you've brought but

You're out of line,

You're out of line