Author's Note:This is the eleventh story in my Legacy Universe, with the previous stories listed below for those who haven't read them. Like the others this is a stand alone story, though it might be helpful to have at least read the second one, A Change of Heart.

The Miracle Legacy
Change of Heart
Hardshell
The Praxis Crossing
Mannequin
The Vengeance of Lady Hexx
Glamour Girl
Counterweight
The Dark Legacy
Grendel and Beowulf

I walked along the side of the street, cold, wet, and miserable in the pouring rain. I was soaked all the way through, a fact made even worse by the knowledge that I wouldn't have been in that situation if I only hadn't been in a fight right after school. Because of that I'd been caught up a few minutes longer than I should have been and arrived to catch my bus home just a little too late.

"Now if only I could get mom to buy me a car," I moaned in self pity, thinking about how many other kids at school had their own. But since I didn't have a car yet, nor my license either for that matter, I was stuck having to walk home in the rain.

To make matters even worse the whole fight hadn't even been about anything important. Some other guy jumped me from behind, without any apparent reason. Fortunately he liked to brag about why he was going to kick my ass. It turns out his girlfriend hated me because I turned her in when she tried copying one of my test papers, so she told him that I'd been stalking her. Of course he didn't believe my claims of innocence and we had to fight anyway, but neither of us really tried to hurt the other. It was more about pride and making a point anyway.

My name is Gideon Lywynn, and I was a fairly normal 16-year-old guy, the kind who gets into fights, chases after girls... or at least fantasizes about them all the time, and occasionally gets stuck walking home in the pouring rain because he's too stubborn to skip a fight in order to catch the bus. I was really beginning to regret that last part at the moment.

Just then there was a crack of thunder in the distance and I winced, muttering, "A pop quiz in math, the fight, walking home in the rain, and now this. Things just can't get any worse." Unfortunately I forgot that whenever anyone said that, it usually did get worse.

A minute later a man in dirty and tattered clothes came up to me, asking, "Can you spare some change kid?"

I stared at the man for a moment, feeling more than a little suspicious. He looked like he was homeless, but from the look in his eyes I was guessing that he was on some kind of drugs too. Hell, he could have just been a bit crazy for all I knew. "I don't have any," I told him, wishing that I did just so I could give him a few quarters and get rid of him.

"Gimme yer wallet kid," he demanded, pulling out a knife and waving it at me.

I immediately took a step back and reached into my coat pocket, pulling out a small can of pepper spray that I immediately let loose in his face. If they knew I had that at school, it would undoubtedly get me into a lot of trouble, but it was for situations like this that I carried it. The man immediately dropped his knife and began screaming, while I took advantage of that to punch him in the throat, then turned and ran.

When I got home I quickly entered the security code on the door and went inside the house, locking the door behind me. I looked around, but relieved that my mom didn't seem to be home yet as I didn't want to explain about the fight and attempted mugging. But at the same time I felt a bit of disappointment too, since she had a trick that would have dried me off a hell of a lot faster than anything else.

"At least I can get out of these wet clothes," I sighed in relief as I stripped them off and made my way to the bathroom.

Once I'd taken a nice hot shower and got dressed in some dry clothes I was feeling much better. In fact I was even in a good mood, able to forget about all the bad things that had happened today. Now that I was home and dry, everything would be perfectly fine.

I was almost smiling as I walked into the study, a room that was normally locked whenever any visitors came over. Of course I'd been in it countless times before. The study wasn't exactly a normal study, with a desk and such, but was used as a place for mom to put things that she didn't want outsiders to see.

On the far wall was a photo of my mom, a beautiful woman with shoulder length violet hair. The unusual violet color didn't come out of a bottle, but it wasn't exactly natural either. The wall also contained portraits of a half dozen other women, each of which had the same violet colored hair, except for the one who'd shaved her head bald. These portraits were of my grandma, my great grandma, and some of my other female ancestors. In spite of what one might think, that hair color wasn't inherited, at least not directly.

My mom was a witch...or a sorceress. I wasn't sure what the difference was, but I'd heard her use both those terms at one time or another. Her magical powers have been passed down from mother to daughter for generations, each of them receiving the power when their own mother died. It was a long family tradition, and I had no idea how or when it really started.

Looking at that long line of my female ancestors and thinking about that tradition suddenly reminded me of my sister Carolynn, whom I hadn't seen in nearly two years. I frowned at the thought, then pushed it out of my mind for the moment, not wanting to think about her. After all I doubt that she'd been thinking about me.

I turned away from the portraits with a sigh, then went to the corner that had a large glass display case containing what appeared to be a sexy witch costume for Halloween. The center piece was a long sleeved blue dress, which was cut short like a miniskirt in front, though hung a bit lower in the back. There was a violet sash for around the waist, along with violet stockings, both the same shade as my mom's hair, and a pair of blue shoes. Finishing it off was a blue witches hat, with a wide brim and a slightly floppy cone on top, which also had a violet sash wrapped around the base of the cone.

I stared at the outfit for a minute, knowing very well that this wasn't some Halloween costume. Instead this was the real thing. At one time my mom had been a super hero called Ms. Witch, using her magic powers to fight bad guys and save the world. Then about eight years ago she retired, deciding that being a mother was more important than being a hero. Ever since she had been using her magic more subtly, working as a freelance consultant on magic and avoiding the spotlight.

"Speaking of which," I mused, turning to look at the clock, "I wonder how late she's going to be tonight." I never knew how long my mom would be at work because being a consultant wasn't exactly a 9 to 5 job. Most of the time though, she was able to work from home.

Since I didn't know what time my mom would be getting home tonight, I went to the kitchen to see what I could fix myself for dinner, just in case. I had barely begun my search though when I heard a loud noise coming from the front door. I immediately rushed to go see what was causing it, but just as I reached the door, it came open and my mom stepped in.

"Mom," I grinned, glad that she was home.

Then I noticed the condition she was in and gasped in shock. There was a large dark wet spot in the middle of her shirt and it looked like it could be blood. No, when I saw drops of the nearly black liquid hitting the floor as she came in, I realized that it WAS blood. At the same time there were some black lines on her face, like veins or something and they seemed to be spreading before my eyes. She staggered inside, about to collapse.

"MOM!" I gasped in horror, catching her as she finally did collapse. I pulled her inside and set her on the floor, "I'll call a doctor..."

"No doctors," she managed to get out, "wouldn't do any good..." She winced in pain, looking at me with eyes that were starting to turn black.

"What happened?" I cried, desperate to do something...anything that could help, but not having any idea of what to do.

"Attacked," she whispered, closing her eyes, "Ambushed... Darkness... Poison..." Then she spat up a black, oily liquid and remained nearly motionless, struggling just to breath.

"NO!" I grabbed her hand tightly, tears pouring down my cheeks. "Get up," I ordered, "you're gonna be all right... Just tell me what to do..." I was desperately, knowing that she was dying right there in my arms and there was nothing I could do. "MOM!"

Mom opened her eyes a little, quietly gasping, "Carolynn..."

"Carolynn?" I repeated my sister's name in confusion.

Carolynn was three years older than me and was my mom's heir, the one who was supposed to inherit her magic upon her death. Mom had taught her about magic and prepared her for the day she would acquire the power and responsibility. She was the one who should have been here and mom knew it.

Unfortunately as Carolynn grew older she developed an attitude and became increasingly rebellious. She resented anyone in authority, including mom, refusing to follow rules or do what she was told. Then she began to express her rebellious nature in illegal ways, such as shoplifting and even joyriding in a stolen car.

Of course mom was less than happy about Carolynn's increasingly bad behavior, and lectured her about it frequently. Mom and Carolynn argued a lot, and after the joyriding incident, mom angrily told her that she was not worthy of ever inheriting the magic. Carolynn was furious about that and ran away that very night, not to be seen since.

"Carolynn isn't here," I told mom quietly, my heart nearly breaking. I didn't know if mom was delusional, forgetting that Carolynn had run away two years ago, or if she was just wishing that things were different between them.

"Gid...e...on," mom whispered, so quietly that I could barely hear her. She struggled to look at me though she could not even move her head. "I...choose...you..." And then her eyes went shut and a last bit of air seemed to slip from her.

"MOM!" I cried out again, clutching her firmly and trying to shake her awake. But it was no good. Even though I knew it was too late to do anything, I couldn't quite accept it. So I sat there, screaming at her to wake up, crying as I did so.

Just then my mom's body began to glow with a violet aura, causing me to jump back in surprise. A few seconds later a glowing sphere of violet light, about the size of a baseball, emerged from my mom's chest, taking the violet glow with it. It remained there for several seconds before suddenly flying straight at me, hitting me in the middle of my chest and vanishing inside of my body.

I screamed in pain as my whole body suddenly felt like it was on fire from within. Every fiber of my being was burning, filling me with an indescribable agony. Waves and waves of this burning power rushed through my veins and muscles, threatening to destroy me entirely. Finally it overwhelmed me entirely and I sank into the welcoming relief of darkness.

My dreams were warm and comforting as I sailed along in a great violet ocean that stretched as far as my eye could see. In the distance the great ocean seemed to melt into the violet sky so that I couldn't even tell where one ended and the other began. There was such a sense of calm and peace.

Then reality began to reassert itself, slowly drawing me back to the horror of the waking world. I stirred, blinking my eyes and then cautiously sat up. I felt strange and my body seemed to hum, almost as though I was feeling a buzz from some strange drug. But before I could give this any consideration, I suddenly remembered my mom.

"Mom," I gasped, looking at her body which was motionless on the floor where I'd left it. Her skin was extremely pale and sunken, while the blood all over her shirt was dry and crusted. I stared at that in confusion, too shaken by my grief to think clearly but knowing that this meant something. "How long was I out?"

I looked at the clock, seeing that it was just after 8:30, which meant it had only been a few hours. But then I noticed the windows and realized that it was far too light to be that late at night. Still it took me another minute put the pieces together and realize that it wasn't 8:37 at night, but in the morning.

For a moment I just sat there, stunned by the realization that the entire night had passed me by. But then I shook it off and turned back to my mom's body, crying as I thought about just how horribly she had died. I couldn't believe she was gone. I grabbed her wrist, desperately feeling for a pulse, even though I knew there wouldn't be one. Still, I had to try. I didn't know what else to do.

I had no idea how long I sat on the floor beside my mom's body, my emotions swirling between grief and rage. I had just lost my mom, the only family that I had left. But I hadn't just lost her. She had been taken away...murdered. Someone had done this to her. Someone had murdered her, and I didn't even have any idea as to who it had been. She used to be a super hero, so it was probably one of her old super villain enemies, out to settle an old grudge. But she was also a paid advisor, so might have stepped on someone's toes more recently. I had no idea.

My mind was a mass of chaos and confusion and I had absolutely no idea of what to do. Should I call 911 and report that my mom had been murdered? What could I tell them? And if I did that, it would only make her death official and seem more real. I wasn't sure that I was ready for that, so I remained where I was, caught in the swirling mass of indecision.

Finally I began to go emotionally numb. Perhaps shock was settling in, or perhaps I'd just cried enough that I couldn't cry any more right then. Instead I began to become more aware of the other things that had been blocked from my awareness during my single-minded focus on my mom.

One thing kept jumping back to my mind, even though I tried hard not to think about it. That was the violet sphere which had come out of my mom and flew into me. I knew what mom did, or at least I strongly suspected what she was trying to do. Since Carolynn wasn't there to pass the magic to, she had tried giving it to me instead. But as mom had pointed out several times, the magic could only go from mother to daughter, and I was certainly not her daughter.

I just sat there, silently staring at my hand as it clutched my mom's cold, dead one. I'd noticed that something wasn't quite right with my hand awhile earlier, but it didn't really soak in until just then. I let go of my mom's hand and stared at my own, noticing that it seemed a little more delicate and that my nails were a bit longer. In fact it almost looked like a girls hand.

At that moment I remembered just how strange my entire body felt. That was something that I'd put out of my mind and almost completely forgot about until then. When I thought about it again I realized that I could still feel that faint, almost completely unnoticeable humming that seemed to come from within my body.

"What did she do to me?" I whispered, knowing that the violet ball had done something serious.

I took a deep breath and looked down at myself, not really seeing anything unusual for a moment. Then I noticed it, that my clothes were a bit loose and my chest was pushing out into two lumps. I cautiously poked at the lumps through my shirt, gulping as I realized that they were my own flesh. Then I shook my head, only to feel my hair tickling my shoulders. But I never kept my hair long enough to touch my shoulders.

With a horrible sinking feeling I got up and slowly went to the large mirror, which hung on the living room wall, hesitating a long moment before actually looking into it. I couldn't say that I was extremely surprised to see a teenage girl being reflected back at me. She was very pretty, looking a lot like Carolynn did the last time I saw her. However, where my sister's hair wad dark brown, the girl in the mirror had violet hair which went down to her shoulder blades. And of course Carolynn didn't have brilliant violet colored eyes like the girl in the mirror either.

"Just like mom's," I whispered, noticing that I now had the same hair and eye color as her and every other woman in the family portrait gallery.

I just stood there and stared at my reflection, taking in all of the altered details. I knew that I should be a lot more shocked and horrified, but at the moment I was still too emotionally drained. So instead I just tried to absorb what had happened to me. Of course most of it was quite obvious.

"I don't want to be a girl," I gulped, grabbing my new breasts which seemed to be about a B cup. I looked down at myself and then at a familiar bookshelf on the wall, realizing that I'd become shorter as well. I'd lost a few inches of height and was now about 5 foot 6. "Just great..."

Then I turned to look back at my mom again, wincing with a near physical pain as I saw her lifeless body, laying on the floor where she died. The very sight only stirred up the darkness and grief that I was trying not to think about. A moment later I went and grabbed a bed sheet, covering her body so that I wouldn't have to keep looking at it. And somehow it also seemed a little more respectful.

Once that was done I whispered to my now covered mom, "Why did you do this to me?"

Of course I already knew the answer to that question. She was dying and needed to pass her magic on to her successor, and since Carolynn wasn't available, it came to me instead. Unfortunately the magic could only be given to a girl. I wanted to be angry at mom for doing this to me, for changing me against my will, for taking away my gender and identity along with my mother. But I couldn't bring myself to be angry with her, not now. Not after what had just happened. And as much as I disliked what she'd done, I understood why she had done it. As far as she was concerned, trusting me with the magic that had been passed down through the women in my family was an immense gift and honor.

"I'm so sorry," I whispered, wiping the tears from my cheeks, though there were still a few more fresh ones to come.

After a few more minutes I realized that I would have to do something about mom. I couldn't just ignore that anymore, no matter how much I wanted to. I picked up the phone and was about to dial 911, when I suddenly remembered the 'special' emergency number that she had given me in case anything ever happened to her. It was even written down on the list of emergency numbers next to the phone.

When I dialed the number I was disappointed that I didn't get a live person. Instead I was connected to a voice mail box, where some woman said to leave a name, number and describe the emergency. I was bursting with frustration and grief as I left the message, "My mom... Ms. Witch was just murdered. She said to call this number if anything like this ever happened..." And with that I slammed down the phone, not even realizing that I'd forgotten to leave a number and location until after I'd hung up. I wiped the tears again and bitterly spat out, "That was useless."

I stood there, thinking that maybe I should call 911 now, then deciding against it. At least not at the moment. After the disappointment of my last call for help, I wasn't sure that I could bring myself to do it again quite yet. Instead I collapsed onto the couch and broke down again, surprised to find just how many more tears I had left.

About an hour after I'd made the call the humming inside my body that I'd almost forgotten about suddenly flared up. I gasped in surprise, able to somehow feel something strange happening nearby. I couldn't explain what I was feeling, though I was definitely feeling something.

A moment later the very air in the living room began to ripple and churn, making that strangeness I was feeling grow even stronger. Then what seemed to be a doorway made of red light appeared, immediately followed by a man stepping through it. He was tall, dressed almost like an old school private eye from the movies, wearing a dark blue overcoat and fedora. His face, however, was covered with a featureless gold metal mask which had two openings for his eyes, but none for his mouth.

"Who are you?" I jumped to my feet and backed away, staring at him in terror. "Are you the one who killed my mom?" At that moment I desperately wished that I had my can of pepper spray on me.

"No." The stranger held his hands up, letting me see that they were covered with blue gloves, but where otherwise empty. "I am an old friend of your mother's. I received your message."

"The message?" I squeaked, not sure whether to feel nervous about that or relieved. At least the 'special' emergency number wasn't quite as useless as I thought, though I still didn't know if this strange man's presence was a good thing or not.

"Is this her?" he asked, looking down at the sheet covered body. I couldn't see his face, but he sounded almost choked up, "Vivian..."

I was a little surprised that he knew my mom's name, but it confirmed that he did know her. From the way he was dressed and the way he had appeared in the living room, I guessed that she must have known him from her old Ms. Witch days. And somehow he did seem just a little familiar to me.

The stranger knelt down beside mom... beside her body and pulled back the sheet. He let out a gasp, then carefully examined her, seeming especially interested in the strange black lines that had formed on her face. He shook his head sadly, whispering, "Poor Vivian... Who did this to you?"

"I don't know," I told him nervously, unable to look him in the face...or in the mask as the case was. I felt a surge of guilt and tried defending myself, "She came home like this and said not to call a doctor... I didn't know what to do..." My voice choked up at that and I couldn't continue.

"A doctor wouldn't have done any good," he told me gently, covering my mom up again and coming over to me, "this was done by magic...a magical poison. No doctor could have helped her. It's quite likely that I wouldn't have been able to do anything for her either, even if I had gotten to her immediately. These magics are malicious and spread fast once they take hold. I doubt anyone could have helped her in time, unless they already had the cure prepared beforehand." Then he stared at me for a moment. "This is not your fault. There is nothing you could have done."

"Oh," I responded, grateful for his reassurance but still not feeling any better.

"I see, Carolynn," the man told me gently, "that you have inherited your mother's power."

I blinked in surprise. "I'm not Carolynn."

"What?" he gasped, sounding even more surprised, though I couldn't see his expression.

I was too embarrassed to look him in the face as I admitted, "My name is Gideon."

"Gideon?" he gasped again, staring at me for a moment before carefully commenting, "I see." He was silent for a moment then quietly asked, "Has something happened to your sister? She was supposed to inherit the seed..."

"I don't know," I responded quietly, shaking slightly as I told him, "she ran away a couple years ago and we didn't know where she went." I frowned, not sure why I was telling these things to the stranger, but for some reason, I was sure I could trust him.

"I see," he said with a tone of disappointment.

For a moment I just stared at the man, then finally repeated my earlier question, "Um...who are you?"

"What?" he asked in surprise, sounding a little disappointed, "You don't recognize me?"

When I shook my head, he let out a loud sigh, "I suppose that is to be expected. It has been a long time since I've seen you. I've kept my distance, at your mother's request, ever since she retired. She wanted to separate herself from her old life in order to protect you and your sister." He took off his hat and bowed to me in a formal manner. "I am called the Face," he stated, standing up straight again and adding, "and I am your godfather."

This time, I was the one to gasp, "What?" I stared at him in disbelief, sure that he had to be joking.

The Face stared at me for a second and I was sure that he was smiling a little under that mask. "As I said, your mother and I are old friends. She asked me to be your godfather when you were born and to take care of you should anything ever happen to her. And tragically," he sighed, shaking his head sadly, "it seems that eventuality has happened. She was a great woman."

"What does that mean?" I asked quietly, feeling confused by this. I glanced to my mom's body, fighting back another surge of tears. Then I looked to the man who called himself the Face, not sure of what to think of him.

"It means," he said quietly, "that your mother appointed me your legal guardian should this happen." He gently put his hand on my shoulder and looked me in the eyes. "If you wish, I can arrange for you to stay here, but I would like it if you came to live with me. I think that would be for the best, especially considering that you just inherited your mother's seed."

"Seed?" I blinked in confusion, not sure what to think of his offer. Everything was happening so fast. I just wanted to mourn my mom, not think about what I was going to do next.

"You don't know what a seed is?" the Face asked, his tone suddenly turning professional. He gave me an odd look and continued, "How much has your mother taught you about magic?"

I was startled by this change of direction and gulped, "Nothing..."

"Nothing?" he asked in surprise, as though he couldn't believe it. "But she passed her magic onto you..."

"She didn't mean to," I cringed, looking down at myself and wincing as I remembered that my body had been transformed. With everything that had been happening, I'd almost forgotten that little detail. "She taught Carolynn a lot, but she wasn't here when mom..." I winced. "She wasn't here so mom... She never meant to give it to me..."

I felt like I was about to burst into tears again, which made me uncomfortable. In spite of how I now looked, I was a guy inside, and guys weren't supposed to cry like this. But at the same time I couldn't seem to help it.

"It doesn't work like that," the Face told me gently. "When I say seed, I refer to a seed of magic. That is the source of the magic which has been passed down through your family. That is what your mother gave you."

"Oh," I responded, still not sure what he meant.

He sighed. "When your mother died, the seed went to the person she willed it to go to. Had she willed it to go to Carolynn, it would have done so...regardless of where she was. The fact that she gave it to you is proof that you were the person she intended to have it."

I stared at the Face in surprise, only able to say, "Oh," again. I just wish that I knew what it all meant.

"It seems," the Face stated, "that you have been left with great magical power and absolutely no training in how to use it. That is dangerous for you and everyone around you." He gave me a steady look. "Now I am even more certain that you should come with me. I can teach you how to control your new powers."

"Powers?" I blinked, not having considered that part of the family legacy. I felt a cold chill as I realized that all of mom's magic now resided inside of me. I had all of her magic powers, even if I had no idea how to use them. "Is that the weird humming I feel inside me?"

The Face merely nodded. "Yes. Come with me and you will learn to use it."

"But what about my mom?" I gestured to her body on the floor, wincing as I did so. "What about the house?"

"I will take care of your mom," he told me sadly. "As for your house, we can decide what to do with it later."

"But," I stammered, trying to think of a reason not to go with him. "what about the person who murdered her?"

The Face stiffened at that and made an angry growl. "I will find whoever did this," he promised me with fierce determination. "I will find them and make them pay."

I just stood there, staring at the Face for a moment, filled with uncertainty. He was a complete stranger... Yet at the same time, I think that I could vaguely remember him from when I was a kid. Somehow I was sure that I could trust him. And of course there was the fact that he was right. I would need to learn how to use this new magic that I had unexpectedly inherited, and he seemed to know a lot about it.

"Okay," I said quietly, looking at my mom's body and letting the tears flow. "I'll come with you."

He didn't say a word to that, only nodded in response. Then he held out his hand and a strange thing happened. His dark blue clothes all turned gray while his hair and the small bit of skin that was visible just vanished, leaving his golden mask floating in the air. A moment later a glowing red doorway appeared in front of him, exactly like the one he had come through, then he returned to his previous appearance.

I remained where I was for several seconds, slowly looking around my home and feeling my heart break as I thought of everything that I had lost. In a matter of hours I had lost absolutely everything that truly mattered. Sure, the house remained, but it was nothing without my mom.

Finally I said a silent good-bye, not just to the house but to my old life, which I knew was as dead as my mom. There was no way that I could ever go back to it now. A moment later I followed the Face through the magical doorway and into my new life.

The Face's house was very nice, being fairly large and modern as well as miles away from the nearest neighbor. It was built on top of a large hill which overlooked the forest surrounding it, providing a great view from just about any of the windows. The decoration was a little unusual, with the walls and shelves being full of strange items and souvenirs, many of which I couldn't even identify much less guess their origins.

I was given a quick tour of the house and even shown several rooms I was instructed not to go into without the Face being present. He didn't specify why, but I had a feeling that he wouldn't say that if it wasn't extremely important. The tour ended with him showing me to a spare bedroom I could use. It was nearly twice the size of my room back home, but considering the circumstances, I wasn't feeling very enthusiastic about either the room or the house.

"Make yourself at home," the Face told me when we were done with the tour, "just remember to stay out of those rooms. There are things in there that are extremely dangerous to the untrained."

"I'll try not to cause any trouble," I told him quietly.

He just nodded. "You will probably be here by yourself quite often while I am away on business." Then he hesitated for a moment before adding, "I am a member of a group known as Faction Zero, and sometimes our missions require me to be away for days at a time."

"Faction Zero?" I repeated, "I think I've heard of it before..." I frowned, knowing that the name sounded familiar but not being able to place where. I'd probably seen them on an episode of that TV show Developments before.

"You should have," he told me with a slightly amused tone, "your mother was a founding member."

I stared at him in surprise. "I didn't know." I gulped, quietly admitting, "Mom doesn't....didn't talk much about her time as Ms. Witch."

"I suppose that was Vivian's way of keeping her home and professional lives separate," the Face commented, finally taking off his coat and hat then hanging them on a pair of hooks. However he made no move to remove his mask. "We each have our own manner of doing such."

"If I'm going to stay here with you," I asked uncertainly, "does that mean I get to see your face?"

The Face absently reached up to touch his mask and shook his head, "I never remove my mask."

"Oh," I sighed, a little disappointed. I guess he trusted me enough to let me live with him, just not enough to tell me who he really was. "I guess it's a secret identity thing."

"No," he assured me, "it is a magic thing. The magic which binds me is quite different from that which your family possesses and would keep me trapped in another plane of existence. My mask is the only thing which allows me to interact with this plane. Without it I would vanish."

"Then how to you eat?" I asked in surprise.

"I don't," he sighed, "nor do I drink or even breath, at least not as you do. My mask sustains me without such things." Then he shook his head and admitted, "It has been a very long time since I have tasted food, and you do not know how much I miss such simple things as a scoop of ice cream."

"Oh," I responded, not sure what I could say to that. Even with my own problems I couldn't help but feeling sorry for him. I couldn't imagine not being able to ever eat or drink anything. Didn't he get hungry?

A few minutes later the Face got a phone call and suddenly had to leave for some super hero emergency. He didn't explain the details, only saying that he might not be back until that night and that I could help myself to anything in the kitchen. So it was that I was left alone in a strange house with nothing to do.

In other circumstances I would have taken advantage of the opportunity to snoop through the house, including in the forbidden rooms, and see what I could learn about the Face and the place I now lived. However I wasn't in any mood for such things and I was too emotionally drained for that mischievious curiosity. Instead I spent most of the day mourning my mom, feeling sorry for myself and wondering what was going to happen to me.

The Face wasn't back by dinner, so I helped myself to a can of soup I found in the cupboard. Just a few hours after this, he still wasn't back, when I decided to go to bed early. I just didn't have the energy or motivation for anything else.

When I got undressed I barely paid any attention to my body. I know that it wasn't normal, that I had turned into a girl and everything, but I was too emotionally drained to care much about it at the moment. I had been like that for most of the day, seeing my body but completely ignoring it at the same time. The fact that I was now completely naked and seeing my new body in the whole for the first time didn't change that.

After I climbed into bed and turned off the light, I was surprised to notice a faint violet light in the room, almost like a night light. I was even more surprised to realize that it was coming from me, that the glow seemed to emanate from my own skin. For several minutes I just lay in bed, staring at my faintly glowing hand and wishing that it would go out so I could get to sleep. Then to my amazement the glow did fade away, vanishing to nothing. And when I wanted it to return, it did so, even becoming a little brighter.

"Great," I muttered to myself as I closed my eyes, trying to forget about the events of the day and go to sleep, "I've become a human night light..." Even with the glow effect turned off it proved to be extremely difficult for me to get to sleep and I wasn't sure that I actually managed to do so at all.

The next day passed much like the previous one, or at least much like the previous one after the point I'd arrived at the Face's house. What was different however was that the Face remained home, though we sort of avoided each other, feeling awkward and unsure of how to react to each other and our new living arrangements. We would both have to make a lot of adjustments.

Then somehow the Face began telling me stories about my mom from her time as Ms. Witch. He told me about some of their adventures together, keeping me completely and totally fascinated as he did so. I didn't really know a whole lot about that part of her life, so I was hearing about a whole different side of her. Listening to the Face talk about her not only helped me understand her better, but made me feel closer to her. For a short while I was almost able to forget that she was dead and gone.

On the third day my education in magic began. I wasn't sure that I was ready, but the Face seemed to think that it was a good time to start. He set me down at a table and stared at me for a minute before he began his lecture.

"There are different types of magic," the Face began, "diferent sources of the power. I possess one type while you now possess another. Magic is scarce in this world, but there other planes where it flows much more freely. Most magic used on Earth is drawn from these other planes in one manner or another, even if only initially. Many types of magic use alternate sources of power that are present here to augment and recharge their magical power."

The Face paused for a moment to let me absorb what he had already said and to give me an opportunity to ask any questions I might have. When I only nodded, he continued, "There is a plane that is entirely composed of magic instead of matter, and which is sometimes believed to be the source of all magic, that magic in other realms had spilled over from this one. This plane is occupied by beings which are composed entirely of the very magic which surrounds them. These beings can be called gods, demons, djinn and a number of other names, and are frequently the direct source of a magic users power."

"You mean genies really exist?" I gasped, "And gods, like the Greek ones?"

"In a manner," the Face told me, "but things are rarely as they are described in legend."

"When a sorcerer casts a spell," the Face continued, "they are often calling to one of these beings that they have made a pact with, asking for specific help in that being's own language. To complicate matters, each of these entities uses its own language, so a person who knows how to speak the language of one may not be able to communicate with any others, thereby limiting themselves to the powers and demands of the one they can deal with."

"And you've made a deal with one of these beings?" I asked the Face, not sure that I liked the idea of that. I couldn't help but thinking of people selling their souls to one of these beings for power. Of course he had said something about them being gods as well as demons and djinn.

"In a manner," the Face sighed, shaking his head. I had a feeling that if I could see his face he would be scowling. "My vanity once led me to making a foolish decision, the consequences of which I never would have imagined. But enough of me."

"Okay," I frowned, growing even more curious about this mysterious masked man. Somehow I had a feeling that I wasn't going to get much more about his past out of him than this.

"The seeds of magic originate in this other plane," the Face explained, returning to the topic, "and there are perhaps two dozen of them scattered across the world. These are each concentrated masses of magical energy which seek out and require human hosts in order to exist in this dimension. However I have heard of some that use animals, trees and even inanimate objects instead. And of course these seeds provide magical powers to those who host them."

"So that's what purple ball that came out of my mom was," I said, wincing slightly as I remembered the way it came straight at me and went inside my very body.

The Face merely nodded as he continued, "As far as I understand, each seed starts out the same, nearly identical and with little power. But over time it evolves, becoming more powerful and absorbing new traits and quirks from its environment and hosts. As a result the older a seed is, the more unique it and its powers become. Eventually, if a seed survives long enough, it will become self-aware and sentient, returning to its home dimension and becoming one of those entities I told you about."

"This thing is alive?" I gasped, looking down at myself as though expecting to see the glowing ball peaking out from my skin.

"In a way," the Face answered slowly, "though yours is young enough that it is not yet sentient and will probably not become so for at least another century."

"You said if they survive," I started to ask, my mind filled with questions. "Does that mean they can be killed?"

"They can be destroyed," the Face said with a faint nod, "it can be done with strong magic, even by the magic of more powerful seeds."

"And what about this?" I demanded, grabbing at my violet hair and gesturing down at myself, at my female body, "Why did it do this to me?"

The Face was silent for a moment before he carefully answered, "I told you that the seeds pick up quirks and traits from their hosts. This seed has only been hosted by the women of your family, so when they came to believe it could only be hosted by women and that it could only be passed from mother to daughter, these beliefs were likely imprinted on the seed, creating a self fulfilling limitation. It is also likely that it instinctively transformed you into a form more similar to the hosts it was familiar with. And it is even possible that Vivian...that your own mother influenced this transformation in the belief that it was the only way you would be able to host the seed."

"Just great," I grimaced, not really caring too much about the reasons for my transformation, only about how I might be able to reverse it.

"I don't think that's possible at this time," the Face told me after a minute of consideration. "I can't be absolutely certain, but since the seed transformed you into this shape while merging with you, that would indicate that it considers THIS your natural shape. If so, any attempt to change you back into your male form would mean actively fighting against your own powers, and anything powerful enough to break through them could very well damage the seed itself."

I just sat there and listened with a sinking feeling as the Face continued to describe the problem in increasingly technical terms which quickly had me lost. It all came down to him saying that I would probably be female for the rest of my life, and that any attempt that was powerful enough to change this could also prove extremely dangerous to both my seed and myself. However he did offer me the hope that if I became powerful and skilled enough, one day I might POSSIBLY be able to manipulate my own powers into changing me back. I wasn't about to hold my breath on that small hope though. In fact none of this was too much of a surprise since I had the feeling that I would eventually have to get used to my new body.

For the next several hours I listened to a long and detailed lecture about the nature of magic, specifically about the seeds themselves. I paid close attention, even when I had to struggle with boredom. Eventually though he came to the part that truly interested me, how to perform magic myself.

"Your mother told me that the three keys to her magic were moonlight, meditation, and mantra," the Face told me with a light chuckle, "or the three M's as she referred to them."

"The three M's," I repeated, then asked, "you said that you used a different type of magic, so how can you teach me about mine?"

The Face just stared at me for a moment before answering, "I use a different type of magic, but I have a great understanding of the magic that your mother used. And since I am more objective about the seed magic, I may be able to teach you things that she would not consider and took for granted."

I winced at that, "Sorry..."

"Moonlight," my instructor stated, acting as though I had never questioned his teaching credentials. "Many seeds develop the ability to draw extra power from outside sources such as fear, anger, death, life, nature and the sun. Your particular seed draws further energy from the moon, which means that moonlight will be an invaluable source of power for you. You can not only use moonlight to quickly recharge your energies, but you can also store it for later use. Because of this your power level will wax and wane with the moon."

"Really?" I blinked, a little skeptical about this since I'd never heard a word of this from my mom.

"Yes," the Face nodded. "You should not tell others about this source of power lightly, because your enemies could use the knowledge against you. They could attack you during the new moon when you are at your weakest."

"But I don't have any enemies," I pointed out nervously, wondering who'd want to hurt me.

"You do not know that," he told me quietly, almost sadly. "You may have inherited some of your mother's enemies along with her power. Whoever murdered her may try to come after you next." When I gasped at that, he quickly reassured me, "You are safe as long as you are in my home, but you can't remain here forever. This is why you must learn to master your new powers."

I just stared at the Face, feeling afraid. Up until now I'd been afraid of my future and what that would hold now that my entire life had been shaken up and turned upside down. However I hadn't been afraid of any actual physical danger. I grimaced as I thought of the person who killed my mom coming after me, feeling a surge of mixed terror and anger at the same time.

"You said something about meditation and mantra too," I encouraged the Face to continue, suddenly more determined to learn magic.

"Meditation and mantra," he agreed, then continued, "Mantra was your mother's name for it, though I always thought that the word trigger was more accurate. This refers to the words, phrases and gestures that a magic user of your type uses to unleash their magic."

"Their spells," I said in realization.

"Spells indicate that the words and phrases in themselves have power," the Face told me, "but in your case this is inaccurate. In fact this is inaccurate in the case of a great many magic users."

"I don't understand." I blinked in confusion.

The Face paused for a minute to consider this, then he carefully tried to explain, "A spell is a form or ritualized prayer, ceremony or even a sort of mathematical equation which calls upon an outside force or entity to perform a specific act. Your magic is internal and is shaped by your own willpower and imagination, as well as the specific abilities and limitations that your unique seed possesses. Your specific seed is not the most powerful, but it is quite versatile, which you will discover."

"I still don't understand," I frowned, "I mean, what is the difference between a spell and a mantra then?"

Even though I couldn't see his face, I could still feel my would be teacher's exasperation and impatience, though he tried to cover it up. He thought for a minute, then tried to explain it again.

"The main difference is," he said thoughtfully, "you can assign the mantra to the magic. When you are first practicing a specific magical effect, you choose a word, phrase or series of gestures to use, ensuring that you have chosen something that you can memorize but will not use accidentally. It would be a good idea to use a language that is no longer in use. You tap into the magic of your seed, concentrate intensely on the magical effect you wish to accomplish and then use this trigger phrase. This begins to associate that specific magical effect with that particular phrase."

"What do you mean by associate?" I asked.

"You could think of this as training your magic as you would a dog," the Face told me. "You must train your magic if you wish to control it. Each time you practice a specific effect you use the same phrase, and eventually, all you have to do is use the trigger phrase to activate that effect. This requires much less concentration and mental effort than you would otherwise need, so your magic is much faster and more efficient."

"I don't know any of the trigger phrases my mom used," I told him, trying hard to think about how she would cast her spells. She usually said things in a strange language that I couldn't understand, but which made me think of Latin.

"That is not necessary," my teacher shrugged. "In fact it might be for the best that you don't." Then he explained, "Your mother probably learned the mantras she used from her mother, who probably learned them from her mother before her and so on. Over the generations, using the same phrases would have made the magic respond more easily when you are first learning to use it, but your predecessors became complacent. They forgot the origin of those words and their true purpose. Your mother could perform any magic that had been taught to her by her own mother, but she could not do anything new. She would not believe that she could. Because you will use new trigger words, new mantras that don't have the power of repetition and tradition behind them, this will make it a little more difficult for you to learn each new effect. However, in the long run, this will also make you much more versatile and much more powerful."

I just sat there for a minute, trying to absorb everything he told me. The idea of becoming even more powerful at magic than my mom was something that I'd never considered, but it was interesting. I was beginning to feel a stirring of excitement for learning magic, though that was still dulled by the sad knowledge of why I would be able to learn it in the first place.

"Meditation," the Face abruptly started, interrupting my thoughts. "Meditation is the key to controlling your powers. It will build the mental discipline necessary, allow you to consolidate your magical energies and speed their recharging, as well as associate your mantras to their effects much more efficiently."

Since the Face had gone on in great detail about everything else, I had expected him to do so with the lecture about meditation as well. When he stopped there and seemed to be done, I was a little surprised. However I soon discovered that the reason he ended the lecturing part about meditation was because he wanted to move onto the practical.

My mysterious teacher spend the next two hours teaching me how to relax, focus my mind and feel the magical energies inside of me. I surprised him a little but just how easily I was able to feel the energies that hummed within me, though being able to focus and stay focused was a lot harder than I would have thought, especially when I had so many things to think about. I spent most of the day sitting on the floor and practicing my meditation.

Eventually the Face came in and told me, "That's enough for now. Dinner is just about ready."

As we walked towards the kitchen we went past some pictures that were hanging on the wall. I wouldn't have paid them much attention except that I noticed one of them had a picture of my mom in it, with her dressed in her old Ms. Witch costume. She looked a lot younger and was standing beside the Face and several other people in costumes.

"The original members of Faction Zero," the Face told me with a long sigh. "Sadly, your mother is not the only one who is no longer with us."

I nodded, then noticed another picture of my mom standing by herself. She was smiling, looking happy. The sight brought tears to my eyes but I continued to stare anyway.

There were pictures of other people in costumes on the wall as well, most of whom I didn't recognize. However there were a few of them that I remembered seeing on the news and in the papers. There was a picture of Vigil, of Force, and even one with the Face and Ms. Miracle. Then I noticed that he was staring at one picture of woman with black hair, who was wearing a tan and red costume.

"This was Wildcat," he told me when I saw me looking at the photo, "she was a friend and teammate. Ironically, after all the dangers she faced and all the villains she defeated, she ended up dying in a one in a million car accident. Sometimes life is like that."

I just grunted and nodded my agreement. I guess that the same thing applied to my mom. She spent years as a super villain, fighting bad guys and saving the world. She survived all that, only to be murdered years after she retired. It just wasn't fair.

"Do you think we'll find who did it?" I asked the Face quietly.

He looked a little confused for a moment until he noticed that I was staring at my mom's picture. He nodded, "Yes..." His voice was filled with determination, "I swear that I will do everything I can to find the person responsible."

After this I didn't feel like looking at pictures anymore so we went to eat dinner. Or at least I ate dinner while the Face sat back and watched in envy since he wasn't even able to eat.

"I hope it's all right," he told me apologetically, "since I can't eat myself, I fear that my cooking skills have badly deteriorated over the years."

"It's all right," I grunted halfheartedly, thinking that I would probably have to do the cooking myself from now on. I appreciated his attempts at cooking, but not enough to eat it all the time.

"There are several things I need to talk to you about," he told me once I was done eating. After I nodded, he continued, "Your mother's funeral... I've arranged for it to be in three days."

"Oh," I responded without much enthusiasm. I didn't really want to go to her funeral, I only wanted her back. Of course that wasn't likely to happen. "Wait," I said with a surge of hope, "Ms. Miracle came back from the dead, so maybe my mom can..."

The Face shook his head sadly. "Strange things happen in our line of work, but even the most powerful of us can't bring the dead back on command. I'm afraid that she is gone, no matter how much either of us wishes it were otherwise."

I only nodded silently, knowing that he was right but not liking it. After all if other people could come back, why couldn't she? Unfortunately I knew that it was like winning some great lottery. I might see it happen to other people on the news, but I would probably go my entire life without ever seeing it happen to anyone I knew.

"The other thing I wanted to talk to you about," the Face said after a minute, "is your name." At my blank look he said, "Now that you've turned female, you might want to consider taking a new name."

"Oh," I gulped, realizing that he had a point. "I guess I don't look much like a Gideon anymore..." I let out a sigh and tried thinking about it for a minute, but I couldn't really imagine being called another name, especially not a girl's name.

"You don't have to decide right away," he assured me, "though we will need a name soon so I can arrange some new legal paperwork." He stared at me for a few seconds, then added, "Might I suggest Gwendolyn?"

"Gwendolyn?" I blinked in surprise. "That's...that was my mom's middle name."

"I know," he responded with a slight nod of his head.

"Maybe," I said quietly, my voice choking a bit. If I had to have a girl's name, that one would be a good one to use. "Okay... I think I can handle that..."

"Are you sure?" the Face asked.

I thought about it for a moment before nodding, "Yeah... I'm sure."

The Face stared at me for a few seconds, then nodded. "Very well Gwendolyn."

"Just call me Gwen." I forced a smile, trying out my new name.

"Very well...Gwen," he chuckled lightly, "I will take care of making it official."

When the Face left the room a minute later to take care of things, I carefully said, "Gwendolyn Lywynn. My name is Gwen Lywynn." Then I shook my head and muttered, "That's going to take awhile to get used to."

I took a long, slow, deep breath, careful to keep my eyes closed as I felt the energy within my body. It hummed just under the surface, tingling my senses and flowing at my command. There was a sense of power in being able to manipulate this energy, being able to make it surge at will and then settle back down. If it felt this good to just move the energy around inside of my body, I could only imagine what it would be like to actually use it.

After an hour of performing the meditation that I had learned yesterday, I slowly opened my eyes, ready to face the world again. I smiled, thinking about how much easier the whole meditation had been after a full nights sleep. Of course the focusing and concentrating part still needed some work, but I had made some definite improvement.

"I just wonder when he's going to teach me how to actually do something with it," I muttered as I stood up and stretched.

A minute later I went back to my new bedroom, deciding that I'd had enough of morning meditation for the moment. Of course I had a feeling that the Face would have me practice a lot more since he said that it was important to learning magic. But when I reached my room and saw my reflection in the small mirror that hung from the back of the door, I paused and stared in surprise.

"I look like a mess," I muttered, realizing for the first time how little I'd taken care of myself over the last few days. In fact I'd actually done a very good job of ignoring my body and everything that came with it. That might have kept me from going into shock and having to deal with my new body, but it also meant that my personal hygiene had gone downhill. I was a little surprised that my host hadn't said something about it yet, though I figured he was probably giving me a little room to deal with things in my own way.

I stared at myself in silence, feeling more dirty and gross with every passing moment. Then I hesitantly sniffed under my arm, wincing slightly at the smell and deciding that I had to take a shower immediately. I don't know how I was able to ignore all this for four days, but I wasn't about to ignore it any longer.

Mere seconds later I was in the private bathroom I had been given, haphazardly tossing my clothes to the floor. The instant I was in the shower with the hot water spraying all over me I let out a sigh of relief, feeling cleaner already. Still I would have a bit of scrubbing to feel totally clean, but there was plenty of soap and shampoo available.

At first I began to scrub hard, though I quickly discovered that my skin was not only a lot smoother than before, it was a lot softer and more sensitive as well. After this I became a lot more gentle as I washed my body. I couldn't help noticing all the changes I had gone through, even though I had been struggling to ignore them for four days. My perky B cup breasts stuck out prominently, making it very difficult to ignore them while I was washing myself. And as I ran my hands over them, I couldn't help but noticing just how nice they felt, though I quickly pushed that thought down and went back to cleaning the rest of my body.

My missing male equipment should have been the most shocking sight to look at, though it wasn't. I'd already seen and even touched my new genitals dozens of times since my transformation. Of course I'd had little choice since I had to go to the bathroom, regardless of my gender. A single glance at my groin was enough to reveal that my violet colored hair was natural, or supernatural as the case may be.

"Just great," I sighed, turning my attention to the rest of my body as I carefully washed it.

Once I was done with my shower I dried off, got dressed in some of the clothes that the Face had provided for me, then brushed my hair. I felt more than a little awkward getting ready as a girl and dealing with my long hair, but I had to admit that I did feel better as well now that I was clean.

"I think this thing can wait till later," I scowled, holding up one of the bras that the Face had left me in my closet and shaking my head before dropping it. I hadn't worn one yet and saw no reason to start now, at least not until I looked down and saw my nipples visibly through the front of my shirt. "Damn."

I scowled and took off my shirt, staring at the bra again for a minute before reluctantly putting it on.

The damn thing was a pain in the ass and I had to struggle with it for nearly fifteen minutes, but I finally figured it out and managed to get it on right. Unfortunately it was a bit uncomfortable, though I didn't think I could do anything about that at the moment short of taking it off again.

"At least I'm clean again," I reminded myself when I left the bedroom.

When I encountered the Face a short time later, he took a long look at me before muttering, "Finally."

"What?" I demanded, daring him to make something of my slight change in behavior. However, he ignored my push and told me, "Come. I have something to show you."

The Face took me to a table that had an unlit candle sitting in the middle of it. To the side, there was a brown leather book and a pen. When I opened the book out of curiosity I saw that all of the pages were completely blank, with the only writing being on the inside cover which had Gwendolyn Lywynn printed on it.

"This is to be your grimoire," the Face explained the book to me, "You can use it to write down the trigger phrases or mantras you learn so that you don't forget them."

"Um...thanks," I responded, looking through the blank pages.

"We are going to start working on your ability to shape the magic," the Face said, gesturing to the candle. "We will start with a simple effect like lighting a candle and work up from there. I would normally not start the practical application of your magic so soon, but the circumstances are not normal."

He didn't go into details on why the circumstance weren't normal, but he didn't need to. He'd already told me about the fact that I might have inherited some of my mom's enemies so I would need to be able to defend myself if it came to that. I just desperately hoped that it didn't.

"To start with, you should select a trigger phrase, or a mantra to use your mother's term," the Face told me. "It should be something that you should never say normally, yet something that you can remember." Then he paused for a moment before chuckling, "I know a seed mage like yourself who chose to use normal words for his, ones from his own language. Now he doesn't dare to have a simple conversation in his native language or he would accidentally unleash his magics."

"Really?" I chuckled, imagining someone getting themselves into that situation.

The Face nodded, then reached for several books on a shelf, handing me one that said Greek to English Dictionary. "I would suggest that you use words from another language that you don't speak. You could use the Greek word for fire as your trigger word..."

"No thanks," I winced, backing away from the book. The other book that he'd pulled down looked to be the same kind of thing but for a language I'd never even heard of. "I don't want to use something like that... I'll never remember it. Besides," I joked, "it's all Greek to me."

"I suppose we could go to your house and look for your family grimoire," the Face mused, as though thinking of it for the first time.

"It wouldn't do any good," I told him with a sigh, then explained, "Carolynn took it with her when she ran away."

He just sighed. "Then I suppose we shall have to find a mantra you will feel comfortable using. You could simply recite the words backwards..."

I just shook my head and gave a self-conscious smile, "I just came up with something..."

My teacher looked at me skeptically for a moment, then he nodded and continued with my lesson. He carefully described the entire process of how I was to light the candle with my magic. It was actually surprisingly simple, though he told me not to get too confident because of that. The most important thing at the moment, he told me, was concentrating and remaining focused on my goal.

I stared at the candle, carefully picturing it lighting in my mind and concentrating intensely on that image. Then I spoke my mantra, "Irefay," as I gave it the push of energy and willpower that the Face described. To my delight the candle lit and had a small flame dancing on the wick.

"It worked," I exclaimed in delight, surprised at just how much energy that took. I actually felt the energy inside of me being drained because of that small bit of magic.

"And on your first attempt," the Face nodded, "congratulations." Then he stared at me for a moment, "Why did you choose irefay as your mantra? I don't recognize the word."

I looked down in embarrassment as I admitted, "It's just the word fire...in Pig Latin."

"Pig Latin?" he stared at me in surprise.

"You said to use something that made sense to me," I quickly explained, "and I thought Pig Latin would be easy to remember."

"I've never heard of anyone doing magic with Pig Latin," the Face chuckled in amusement. "This must be a first."

My teacher shook his head, then snuffed the candle. A minute later I was repeating the process, focusing my magic on the candle and calling out, "Irefay." Again the candle lit, exactly as it had before, though I felt my energy being drained a bit more. I repeated the process dozens of times, discovering that it became easier each time I did so. Every time I used the mantra and lit the candle it required less concentration and energy. After several hours I reached the point where I could light the candle merely by saying, "Irefay."

"As with most things," the Face told me wisely, "magic becomes easier with practice."

I just stared at the candle with a broad grin, feeling quite proud of myself. I had just mastered my first bit of magic and knew that it was quite an accomplishment. But at the same time I realized that this was merely my first step into the world of magic, a world my mom had lived in for most of her life. Somehow the sight of that lit candle almost made me feel as though she were there watching over me.

The weather was bright, warm, and sunny, which annoyed the hell out of me for perhaps the first time in my life. I would have preferred that it was raining, or at least heavily overcast, since that would have been a little more appropriate for my mom's funeral.

I stood there beside the Face, glaring up at the pleasant weather, then staring down at my mom's coffin as the priest read some comforting things. Some of our neighbors and friends were gathered around as well, most of whom kept giving me odd looks. They noticed the family resemblance, or at least my violet hair which they probably assumed had been dyed to honor my mom, but none of them recognized me. The closest that any of them came was when a neighbor came up to me, thinking that I was Carolynn. Several of the others probably thought the same thing.

There were also about a dozen people standing around whom I didn't recognize, with most of them wearing dark sunglasses and hats that helped obscure their faces. I didn't know who any of them were, but the Face obviously did as he greeted most of them and shared a few polite words. Even though the Face didn't say anything, I soon concluded that these must super heroes, people who had known and worked with my mom back when she had been Ms. Witch.

Once the ceremony was over and my mom's coffin had been lowered into the ground, a tall black man wearing a dark suit came over to me with a grim expression. "You must be Carolynn," he greeted me, "you look a lot like your mother. She was a very special woman."

"Thank you," I told him uncomfortably, "but I'm not Carolynn. I'm...Gwen."

The black man glanced at the Face with a questioning look and my teacher told him, "It's a long story, and Gwen just lost her mother so I doubt she feels like telling it at the moment."

"I understand," the black man nodded, turning to me again and bowing his head slightly, "she will be greatly missed. You have my condolences."

Once he had left I whispered to the Face, "Who was that?"

"That was Vigil," he told me quietly.

"Vigil?" I gasped in surprise, earning a nod from my teacher.

Vigil was not only a famous super hero, but one of the most famous and respected in the world, or at the very least in the United States. He was the leader of the Protectorate and had been around for about as long as I could remember. Finding out that he knew my mom was almost like finding out she had been friends with the President or my favorite movie star.

"I am a little surprised that Ms. Miracle isn't here as well," the Face told me after looking around.

"What?" I blinked

"She and your mom were friends and sometimes worked together," he explained. "In fact, your mother was there when Baron Nevermore killed Ms. Miracle. She blamed herself for letting it happen, and I think that was one of the main reasons she retired such a short time afterwards." Then he shook his head sadly, "I suppose that Ms. Miracle is probably on a mission at the moment."

Just then an extremely tall and athletic woman with long blond hair came towards us. She was gorgeous but had to be about 7 feet tall with extremely well defined muscles. She nodded to the Face, then stared down at me for a moment. "So you're Gwen. The Face told me all about you."

"He did?" I glared at the Face, wondering who this strange woman was and why he'd be telling her about me.

"This is Mega," he introduced me to the woman, "one of my teammates in Faction Zero."

"I knew your mom," Mega sighed, "she helped me out a lot when I first got into this business. In fact, I might even have gone the other way and ended up in Mount Prometheus if it hadn't been for her taking me under her wing."

"There are a lot of people who owe a great deal to Ms. Witch," the Face stated.

Mega looked at me for a moment, then turned back to the Face, "Have you introduced her to Anne yet?"

"No," the Face responded slowly, "but that is a very good idea. Anne could probably help Gwen a great deal."

"Who?" I frowned, not liking the fact that they were talking about me as though I weren't present.

"Another teammate," the Face told me, "one that you have something in common with."

That was all that he would say about this mysterious teammate, and a moment later he and Mega were reminiscing about my mom. It was interesting to listen too, though I was feeling left out of the conversation. Of course I didn't really feel much like talking at the moment either. Instead I turned my attention back to my mom's fresh grave.

"I'm sorry," I quietly whispered to the grave stone, "I wish I could have saved you. I wish I'd been a better son. I wish..." At this point I just broke down and cried again, something that I'd managed to avoid doing for the whole funeral.

After a few minutes I suddenly noticed someone standing about fifty yards away from the funeral but watching us... watching me. The figure was dressed all in black, with a wide brim hat that hid the face and was far enough away that I couldn't make out any details. Somehow though, even though I couldn't see this person's face, I could feel their eyes locked on me, making chills run up and down my spine. I turned to ask the Face if he recognized this person, but when I glanced back, the mysterious figure had vanished.

"Weird," I muttered with a scowl, wiping the tears from my cheeks. Then I turned back to my mom's grave and said, "I've got to go now," before slowly walking away.

When the Face and I were about to go back to his house, I brought up a subject that I'd been thinking about a little over the last couple days. "When we left my house," I said nervously, "I left everything behind. Could we go back so I can get some of my stuff?"

"If you wish," he nodded. "There is no need to hurry for most of your belongings. I am in the middle of ensuring the house will remain for you should you ever decide to return there or even sell it for college funds."

The Face held out his hand and his body began to shift and shimmer, his skin and hair vanishing while his clothes turned grey. He turned to look at me, his golden mask the only part of his body which seemed to remain behind. Then a doorway of glowing red light appeared in the air in front of us and he returned to his normal appearance.

"Come," he told me as he stepped through the doorway, which seemed to be his primary means of transportation, since he didn't have a car at his house.

I followed him through the doorway, only to find myself in the living room of my old house. I shuddered, my eyes immediately being drawn to the spot on the floor where my mom had died. However there was no sign that anything so horrible had ever happened on that spot of carpet. It was as though my memory of the event was the only thing to mark it as being different from the rest of the house.

After a moment I shook my head and forced myself to look away, trying to focus on why I had returned home in the first place. Of course it no longer felt like home without mom there. It was just the house that I used to live in, that I had grown up in. Strange how just a single week can completely change your perspective.

I quickly ran to my room and began gathering the items I wanted to bring with me. I grabbed a picture of my mom, an old photo book, the stash of money I'd saved up as well as the emergency money that mom had hidden in the cupboard. Then I grabbed a few other personal items as well and was ready to go. In fact I was eager to go, to get away from this place that threatened to choke me with memories.

"I'm ready to go now," I finally told the Face, my arms clutching the my prized possessions. He nodded without a word and opened another magical doorway. A moment later I stepped through, ignoring the temptation to look behind me.

I concentrated on the energy that flowed just under my skin, humming with a power that I never would have imagined before. Since the Face told me I could draw power from moonlight, I had gone out and meditated under the nearly full moon last night, absorbing more of the energy than I had expected. I felt...supercharged.

Even though it wasn't easy, I had to ignore the distraction of my extra power and remain focused on the goal of my current meditation. I had learned from the Face that while meditating, I could reinforce the association between a magical effect and the mantra, making it so that I could fully master it with much less practice, and therefore using much less of my magical reserves. Once I had found that this really worked, it had sparked my curiosity and inspired me to try a little experiment.

I focused my concentration even more, thinking of the exact effect I wanted and the mantra that would trigger it. I must have mentally repeated the same word a hundred times, nearly giving myself a headache with just how much I was concentrating on that and the desired effect at the same time. I only hoped that it would be worth it.

Once I was finished with my meditation exercises I opened my eyes and stood up. I looked to the corner of the room where I'd set up a large tub of water and smiled, focusing my attention and gesturing to it while yelling, "Reezefay!" Suddenly the entire tub of water froze solid, turning into a large block of ice.

"It worked!" I exclaimed with a broad grin, nearly jumping up and down with excitement.

This was the first time that I'd ever used that mantra and magic effect, but it had actually taken much less magical energy and concentration than any of my other first attempts. Using meditation to associate the mantra with the spell effect before I ever even tried either really did work. It would let me master new tricks without actually having to use so much of my energy practicing them over and over, or at least not nearly as much. I figured that this saved me more than half the energy that I would have spent mastering this one otherwise, though of course, I still had to invest the time for meditation.

"I can't wait to tell the Face," I grinned, feeling rather smug. Of course I had every right to feel smug, since I'd just figured out something about how my magic worked that even he didn't know.

However, in spite of my immense progress, I was well aware of the fact that I still hadn't mastered this particular effect. I was still having to use more concentration and energy than I would prefer. That wasn't much of a problem though as I knew a little more actual practice and further meditation would make it more efficient. By the time I was done, I would be able to freeze things with little more than a mantra and some magical energy in the tank.

I took a deep breath, calmed myself and called out, "Reezefay," again, this time focusing on a bucket of water that was sitting there. It froze just as well as the tub had and was just a tiny bit more efficient with the magic it needed.

"Now to thaw the water so I can try again," I muttered, using the first magical effect I had learned, "Irefay." However I put a bit more magic behind the effect than I had for the candle, which made it all the more powerful. The ice in the tub started to catch fire for a moment, but only for a moment before it was gone. "Damn, I thought it would work." I shook my head in disappointment,

"I guess it doesn't have anything to burn. Maybe my next effect should be one to melt ice."

Since I didn't have anything prepared for this, I took a deep breath, closed my eyes and gathered my concentration. Even as I began to focus, I knew that I should just build up the associations and try making this effect more energy efficient when I did use it, but I was feeling just a little impatient.

About a minute later I called out, "Ceiay Eltmay." The ice in the bucket immediately turned back to water, but I nearly collapsed to my knees at the sudden drain of magical energy. That had taken a lot more out of me than I had expected. In fact it had nearly drained me.

"I guess I should built up an association with that one before trying it again," I muttered with a shake of my head.

A moment later I picked up my grimoire and wrote down entries for both my freeze effect and my ice melting effect. I still had a lot of work to go for the second one, but I'd already started on it and wanted to remember the exact mantra that I'd used. With the addition of these two, I now had a full dozen mantras listed.

"I'm definitely getting the hang of this," I muttered, not feeling as proud of that as I might have.

Ever since my mom's funeral three days ago I'd thrown myself into learning as much about magic as I could. In a way, learning magic like this made me feel closer to my mom, but at the same time, it was also a distraction from all of my problems. I know that seemed contradictory, but that was the way it was.

Since melting the ice had taken such a large amount of energy, I decided to take a break for awhile. When I got back I'd meditate again, rebuilding my strength a little as well as the association between the melting effect and the mantra. Then I'd be able to practice that and the freezing one together.

I went to the kitchen and searched the cupboards for something to eat, slamming the doors to each one when I didn't find anything. I muttered and cursed the Face and his inability to eat. Since he didn't eat or have snacks, he seemed to forget that I did need something tasty to munch on between meals. And it wasn't like I could just ask him to drop me off at the store or anything since he'd been gone on one of his Faction Zero missions all morning.

I was still thinking about what to do when I felt the faint tingling inside of me that indicated someone else was using magic nearby. I knew from experience that this meant the Face had just come home through one of his magical doorways, so immediately went to go find him.

When I stepped into the living room I was stunned to find that the Face wasn't alone. There was a woman standing next to him. She was beautiful, with long black hair and fairly dark skin, though I couldn't tell her ethnicity. And as she turned to look at me, I suddenly noticed that she had pointed ears as well. Something about her also felt strangely familiar, as though I'd seen her before. In fact I was almost sure that I had, though I couldn't place where.

"So you're Gwen," the strange woman said, staring at me with an odd expression.

"Gwen," the Face said, putting a hand on the woman's shoulder, "I'd like you to meet Anne. She's one of my teammates on Faction Zero."

"I'm only part time," she quickly snapped, giving him a bit of a glare.

The Face just chuckled at that, "You've been spending a lot more time with us lately than away. I wish you'd stop being so stubborn and just make your membership official."

"And I wish you'd stop asking me," Anne snapped back, though she didn't really seem angry. Instead this almost seemed like one of those conversations that were more habit or routine than anything else.

"I brought Anne here because I thought she might be able to help you," the Face told me, sounding just a little embarrassed as he said it.

I just stared at Anne suspiciously, wondering how she could help me. Did she have a seed inside her like I did? That was about all I could think of.

Anne just stared back at me with a strange expression, then she gestured to the Face, "You wanna give us some time here?"

"Very well," the Face gave an exaggerated bow and said, "Ladies," before he turned and walked out of the room.

Anne and I just stood there, staring at each other until I suddenly remembered where I'd seen her before. She was in one of the pictures the Face had on his wall. "You're Wildcat," I gasped in realization, "he said you were dead..."

"No, I'm not Wildcat," she scowled. "I've never even met the chick. It's pretty weird since I'm her identical twin and all."

"Oh," I blinked, "you guys were raised separately?"

"Nope," Anne shrugged, "well, yeah...but not like you think. I mean, In spite of my appearance, I'm not really related to her."

"Now I'm getting confused," I frowned, eying Anne suspiciously. "You just said you were twins."

Anne rolled her eyes, "It's a long story kid. Long story short, I'm a lot like you. I used to be a guy."

"What?" I blinked in surprise, looking at Anne's shapely but athletic looking body and immediately doubting her claim.

"I used to be a middle-aged guy with a bum heart," she shrugged, "I got a heart transplant, but it turns out it came from super freak and the next thing I know, it's turning me into her clone. Hell, it even gave me all her powers. Next thing I know I'm running around in spandex, fighting other super freaks and calling myself Alleycat."

"You're kidding," I gasped, staring at Anne in disbelief, not sure whether to believe her or not. "I thought I was the only one..."

"Nope," Anne shrugged, "in fact I know another guy that got the old switcheroo too. She calls herself Hardshell now. Some weird alien thing." Then she paused to stare at me again. "Anyway, old no face is teaching you magic, but he figured I could teach you how to be a chick, since I've gone through the same thing."

"Oh," I responded uncomfortably, not sure what I could say to that.

"I know," she sighed, "it's pretty damn weird. Trust me though, it'll make things a lot easier if you have someone to help you out." Then she paused for a moment before asking, "Have you had your monthly visitor yet?"

"WHAT?" My eyes went wide in horror.

"I'll take that as a no," Anne shook her head, "I think we'd better get you all prepared before then..."

I just continued to stare at her in horror, hardly able to believe that someone I'd just met was already talking to me about something like THAT. Hell, I didn't even want to THINK about THAT. However Anne didn't give me a whole lot of choice as she started in on a lecture, even opening her purse and bringing out several examples of feminine hygiene materials. I didn't know whether to pay attention or turn away in disgust. After a minute my practical side won and I began to listen, realizing that before very long this information might be disgustingly necessary.

"I'm sorry," Anne told me when she finally noticed my discomfort, "I'm not exactly good with tact or being easy on the emotions. I just try to get the job done, and sometimes..." She shrugged, giving me an apologetic look.

"It's okay," I told her with a forced smile. "I do appreciate you're trying to help me."

"So what now?" I asked, trying to keep the sarcasm out of my voice. "Are you going to teach me how to put on makeup, wear dresses and sit with my legs crossed?"

"If you want," Anne grinned, "but nowadays girls can get away without makeup and dresses, though I guess it won't hurt to learn some that stuff later on. I'm no expert on the social niceties of being a chick, but I've definitely learned a lot since I changed, and I can help you with some of the more important stuff. Most importantly though, I've been where you are and I know what it's like. How many other people are you going to find like that?"

"At least one more," I teased her, "you did say she was calling herself Hardshell, didn't you?"

Anne laughed and things lightened up a bit. We both sat down in the living room and talked, mostly with her telling me about some of her experiences since her transformation and assuring me that it wouldn't be so bad living as a girl. That hadn't really been one of my primary concerns since I was wore worried about life without my mom and the fact that her killer was still out there, but Anne's reassurances were pretty comforting.

We talked for several hours, with Anne giving me lots of advice about living as a girl and as a 'super freak,' which seemed to be her term for a developed. The Face had told me that since I was a magic user, I technically didn't qualify as being a developed, though I wasn't about to tell Anne that.

Eventually the subject turned to my mom. I asked Anne if she knew my mom but she shook her head, "Never met her. She retired long before I got my transplant. But I've heard some good things."

"Really?" I asked. "Like what?"

Anne sat there with a thoughtful look, then began to tell me a few stories that she'd heard about my mom secondhand. It sounded like she'd gotten a lot of them from the Face, because I recognized some of the stories that he'd told me. However it was always fascinating to hear about my mom and that part of her life.

"So, you really call yourself Alleycat?" I abruptly asked with a grin. "It's that like calling yourself stray mutt or something?"

"I didn't choose the name," she answered defensively, "it was given to me. You know, before this all happened to me, I never would have thought that I'd be wearing spandex and fighting bad guys. Hell, if you'd even suggested that I'd be a super freak, I would have called you a fuckin liar and busted your chops. Weird how things change."

"Yeah," I sighed, looking down at myself with a faint shake of my head. "Pretty weird..."

Suddenly the Face came running into the room, telling Anne, "We've got to go." His voice was filled with urgency, "The Vatican is under attack by Peacemonger and Blaspheme...and they've killed the Iron Saint."

"What?" Anne jumped to her feet, her body language indicating that she was ready to pounce.

"It seems that Peacemonger and Blaspheme are working together now," the Face explained grimly. "Knowing those two, I suspect she probably convinced him that religion is the source of most wars and if he helps her eliminate all religion, it will help his goal of creating world peace."

"Great," Anne spat out in disgust, "two obsessive nutbags." She shook her head. "Having those two working together could be really bad."

"We need to hurry," the Face told her, then turned to me, "I don't know yet when I'll be back."

A few seconds later the Face had created one of his glowing red doorways and went through it. Anne looked at me, "It was nice talking to you kid. Maybe we can do it again sometime." Then she ran through the doorway and vanished as well.

"Just great," I sighed after a minute, looking around with a frown and realizing that I was all alone in the house again. I shook my head, muttering, "I might as well get back to practicing. It's not like I've got anything else to do."

"Ireballfay," I shouted, sending a ball of fire across the room where it smashed into the wooden target I'd set up and putting it in flames. I grinned in triumph and called out, "Irefay ogay utoay," causing the fire to immediately go away. I winced though as I thought of that particular mantra, knowing that I should have found one that was a little easier to say for putting out fires.

"Maybe I should practice that water summoning spell a little more," I mused, knowing that it would be pretty useful. But since I was actually summoning physical matter with it, that one took a lot more magical energy to use than just setting something on fire, even after a lot of practice.

I stared at my charred practice target for a moment, then slowly looked around the room, thankful that the Face had a place like this in his house. The walls were all made of stone and were covered with magical protection, so that I could practice my magic in there without fear of accidentally setting the house on fire. It was the perfect place to practice my magic, and I'd been getting a lot of use out of it, since the Face and Anne had gone off on their Faction Zero mission four days ago.

Over the last four days the Face had spent a lot more time away from the house than there, though he had made a point to stop by or call every once in awhile to check up on me and make sure I was all right. Apparently his team had been extremely busy chasing the villains all around the world, trying to stop them before they could cause any more havoc.

When Faction Zero arrived at the Vatican in Rome it had already suffered a lot of damage, though they managed to prevent it from being completely destroyed. Unfortunately Peacemonger and Blaspheme had escaped and continued their attacks on religion over the next few days by going after Mecca and Jerusalem. The Face had called me just that morning to tell me that they'd finally caught those two but that he still wouldn't be home for awhile because he had to clean up some of their mess.

"When he does get back," I promised myself, "I'm going to make him take me to the store so I can pick up some decent food." I shuddered at the thought of all the vegetables he'd stocked the fridge with.

I sighed, went to my grimoire and looked through my rapidly growing collection of mantras, writing down a few notes and closing it up. Since I was bored and didn't have anything else to do but practice I was making fast progress on my magical abilities. I just hoped that my mom would be proud of me if she knew. I liked to think she would be, but I'd never know for sure.

After a minute I left the practice room to take a break and went to the living room. When I walked past a mirror, one of the very few in the entire house since the Face avoided them, I paused to stare at my reflection. It had been about two weeks since my transformation, and though I no longer jumped in surprise at seeing a pretty girl in the mirror, I didn't know if I'd ever really start thinking of her as 'me'.

"Damn it's weird looking at myself like that," I sighed, deciding that this must be about how the Face felt when he looked in a mirror. It was no wonder he kept so few around.

Just then I suddenly felt the tingling in my blood that indicated magic was being used nearby, and I could feel it coming from the garden. I immediately rushed out into the garden to welcome the Face back home, but I had barely stepped out the back door when a glowing red ball shot past me and hit the wall of the house. There was a sizzling sound, and when I looked, a spot in the wall had dissolved into a 2 foot wide hole.

"What the hell?" I gasped in shock.

A moment later another glowing red ball came straight at me. I caught sight of it from the corner of my eye and jumped out of the way. It hit the house right behind where I had been standing and dissolved a second hole in it. I stared at the holes with growing terror, realizing that someone was trying to kill me.

"Mom," I gasped in simultaneous horror and anger. It had to be the person who'd murdered her. In that moment of anger I gestured in the direction the glowing red ball and come from and yelled, "Ireballfay," as loud as I could, pushing enough magical energy behind it to send a ball of fire the size of a basketball flying through the air.

I moved to the side, expecting another attack, though to my surprise none came. I scanned the bushes and shrubbery of the garden, looking to see any sign of the person who had attacked me and preparing to throw another fireball. I hadn't seen anything to indicate that I'd actually hit anyone the last time, so I didn't know why they were waiting. Maybe they were more cautious now that they knew I could fight back.

"Who are you?" I shouted, trying to keep my voice steady. Then I gulped, feeling another surge of fear as I realized that I might just have made a huge mistake and told them exactly where I was. However, there was still no new attack, which only made me more paranoid.

After nearly a minute of silence a figure slowly stepped out from behind the bushes and trees, stopping and just standing there in plain view. It was a woman with a somewhat sexy black outfit that had a green sash around the waist, marked with some sort of skull shaped pendant. She wore a wide brimmed black witch hat with a green sash wrapped around it which concealed her face. The costume looked familiar, then it dawned on me why. It was a parody of my mom's old costume, black where my mom's was blue and green where hers was violet.

Then the woman raised her head and I got my first look at her face. She had long black hair with green streaks in it, glowing green eyes and a fairly beautiful face that was filled with hatred. It took me several seconds to notice that she looked extremely familiar and several more to realize from where.

"Carolynn?" I gasped in stunned disbelief.

My long lost sister glared at me with a look of absolute hatred for a moment before spitting out, "Gideon." Then she smirked and sarcastically told me, "You sure have changed since the last time I saw you."

"You too," I gulped, shaking as I tried to absorb the shock.

"I saw you at the funeral," she stated, still smirking. "At first I didn't recognize you and wondered who mother could have passed her power to. Then I realized that my little brother had completely vanished at the same time this new girl of the same age shows up with mother's power. How interesting... The only question is, did mother change you so you could use her power...or did it change you on its own?"

"I don't know," I admitted nervously, actually stared by the look in her eye. I'd never seen Carolynn with such hatred in her eyes. "You did it," I accused her, "you're the one who killed mom."

"Of course." Carolynn grinned evilly, a dark gleam in her glowing green eyes. "She had no right to deny me that power. It was my birth right. I was the firstborn daughter...the only daughter. It belongs to ME!" Then she paused from the rant she was beginning to go into and returned to the calm seeming grin. "But as you can see," she commented, holding her hand out and showing me as it became covered in a glowing green fire, "I found a new power...a better power."

"You're crazy," I gasped, taking a step backwards. The Carolynn I knew had been rebellious and even a bit of a trouble maker, but she wasn't a murderer. The one in front of me was definitely different. I could see it in her eyes. This Carolynn was a monster.

"Do you like my costume?" Carolynn abruptly asked me, gesturing down at her outfit. "I chose it in honor of mother..." Then her eyes narrowed dangerously. "I chose my new name in honor of mother as well. I call myself Ms. Bitch."

I took another step backwards, my heart racing in terror. "Ms. Bitch?" She grinned evilly as I said it.

"That power belongs to me," she hissed, taking a step towards me, her eyes locked firmly on me, "It's MY birth right and I want it."

"But you said you had a better power," I pointed out, scrambling to think of something, anything that could help. "I can't give you the seed," I gulped, remembering how the Face had told me that it was bonded to me for the rest of my life and that only my death could separate it.

"I know." Carolynn gave me that evil grin. "That's why I'm going to take it."

With that she threw the ball of green fire that had formed in her hand, hitting me straight in the chest and throwing me backwards and leaving me unable to move at all. It was as though my entire body had stopped responding. Then she said something, some strange sounding words in a language I didn't know, causing a ball of blackness to form in her hand. She stared at it for a moment before throwing it at me.

I screamed in agony as the black ball hit me in the chest and seemed to soak into my body. I could feel it, burning through me just under the skin. It wasn't like fire, but more like acid. It was a cold, seeping darkness that drained the very life from me as it spread, leaving a chill that spread to my very soul.

"That is the same spell I used on mother." Carolynn glared down at me with a look of intense satisfaction. She actually enjoyed watching me suffer like this. "To be honest, that power won't do me much good anymore. But if I can't have it...then no one will."

My whole body shuddered as that horrible darkness spread through it, burning just under my skin yet freezing my very soul at the same time. It was worse than anything that I ever could have imagined, and I only felt worse knowing that this was what mom felt at the end. I almost looked forward to my own death so at least this would end.

"You...bitch," I managed to spit out through the pain.

"That is my name," she reminded me with a cruel laugh, "Ms. Bitch."

Suddenly there was a brilliant flash of golden light and Carolynn staggered back with a look of surprise. But before she could do anything, a focused beam of the same golden light hit her straight in the chest and knocked her backwards. She screamed profanities, then started to say something in the strange language she'd used before throwing the ball of blackness at me. Before she could finish her mantra, another beam of golden light hit her.

"Fuck this," Carolynn spat, glaring down at me with a look of intense hatred, "you're dead anyway. I don't need to watch the rest." And with that she ran off, throwing a ball of green energy behind her.

"GWEN!" the Face cried out as he ran to me and dropped to his knees. His clothes and hat were gray while his skin and hair had all done the invisibility thing again. He grabbed my face and looked me in the eyes to see if I was still alive. All I had the strength to do was blink a few times. "Please let there be enough time..."

The Face reached into his coat pocked and pulled out a small crystal ball which he set on my chest. His mask glowed with a golden light, the same color as the beams of light that hit Carolynn. Then the crystal ball began to glow as well and I felt a wave of soothing energy flowing through my body. A moment later the darkness and poison seemed to be pulled out, drawn to the crystal sphere. Once it was full he grabbed the now solid black sphere and threw it as far away as he could.

"You're going to be all right," the Face tried to reassure me, but I could hear the fear and worry in his voice.

I tried to sit up, gasping in pain, using up the last of my energy reserves. All the emotional shock, agony and stress were too much for me and I finally slipped into the dark release of unconsciousness.

I woke up in a strange place, in a bedroom that was small and unfamiliar. I slowly looked around, wondering if it was a hospital room, though it didn't seem to be. It was plain and unadorned, but lacking that sharp coldness and the sterile smell that I associated with hospitals.

After a few minutes of just laying there I tried to sit up, but my whole body ached and didn't seem to have any energy. Still I managed to sit up, only to discover that I was naked under the covers. That was a little embarrassing, but not my biggest concern at the moment.

"Carolynn," I whispered, wincing as I thought of what my big sister had become. I couldn't believe that she had done this to me...and to mom. I couldn't believe that my mom had been murdered by my own sister, but I couldn't doubt it either since she had tried doing the very same thing to me.

I took another minute to make my way out of the bed, feeling shaky and week, but managing to stand and look around the room. I was looking for some clothes or anything that could tell me where I was, when the door suddenly began to open. I nearly dove for the covers on the bed so that I could cover myself, but lost my balance and ended up on the floor instead.

A woman stepped into the room, though I wasn't sure she was really a woman. She looked more like a robot that happened to be shaped like a woman, having a silver, white and dark blue metallic body and silver metal tentacles for hair. With her features and the way that her entire face was dark blue, she gave the impression of being black, though it was just an impression. She also made me suddenly think that she might very well be C3PO's wet dream.

"I see that you are awake," the metallic woman said in a calm, emotionless voice. "I will inform the Face of your status." Then she turned and left the room.

I saw back on the back and scrambled to cover myself before anyone else came bursting into the room and caught me in the buff. A minute later the Face came rushing in with Mega right behind him. She was dressed in a red and gold spandex costume, the first time I'd seen her in it.

"You're awake," the Face exclaimed, his voice filled with relief as he rushed over to me.

"Hey, watch it," Mega told him, grabbing hold of him and gently pushing him back out of the room, "I know you want to see her, but the girl's not even dressed. Why don't you go get her some clothes first." Then she turned to me and grinned, "He's just a little worried about you and all."

"Thanks." I gave her a self-conscious smile.

Just then Anne came into the room, though I guess I could also call her Alleycat since she was in her super hero costume. She had on a gray spandex outfit that covered her torso and lower body, but left her arms and midriff completely exposed. However, she also had a red sash around her waist, similar to the one my mom used to wear with her old costume, and red ribbons or straps that were wrapped around both of her arms.

"Glad you're up kid," Anne grinned at me, looking relieved. "We've been kind of worried since you've been out of it for a couple days now."

"A couple days?" I gasped in surprise.

"The Face said you were attacked," Mega explained. "He told us that he chased off your attacker, then took care of some poison and brought you here to our headquarters for your protection."

"And don't forget the medical help," Anne added with a shake of her head.

"I'm at your headquarters?" I repeated, trying to make sense of it all. "Is this where my mom used to work from?"

"No," Mega gave me a sympathetic look, "we moved to this place a few years after she left. Honestly the old one was a dump even before the Blood Queen invaded it with her army."

The Face returned at this point, impatiently handing a bunch of spare clothes to Anne and then stepping back and out of view. I could tell that he wanted to talk to me, but that he wasn't going to try arguing with Mega on that point, not when she was about a foot taller than him and a hell of a lot stronger.

"What?" Mega demanded when she noticed I was staring at her.

I immediately looked away and blushed, "I was just wondering what it must be like to be that big and strong." Of course I didn't mention that I was also admiring her nice curves.

"It's a pain in the ass," she sighed with a shake of her head. "You wouldn't believe how hard it is finding clothes in my size. I have to have just about everything custom made, and that gets pretty damn expensive."

"And super heroing doesn't exactly pay well," Anne grinned.

"You'd better hurry up and get dressed," Mega told me, giving Anne a faint glare, "I don't know how much longer I can keep the Face out of here. C'mon," she grabbed Anne, "let's give her some privacy ourselves."

Once they were gone I began to get dressed, noticing that these were my clothes, but not the ones I'd been wearing when I was attacked. The Face must have gone back to his house and retrieved them from my closet. Of course that wouldn't be much of a task for someone who could open doors through space like that.

When I was finished getting dressed I stepped out of the room, saying, "Okay, I'm ready."

The Face, Mega and Anne were all standing there waiting. "I'm glad that you're all right," the Face told me with deep relief in his voice.

"Me too," I responded weakly.

"Did you get a good look at the woman who attacked you?" he asked, his voice going grim.

"Didn't you see her?" I asked.

"Not in great detail," he admitted. "I was more concerned with getting her away from you. I can't say that I recognized her from her costume though, other than that it had a resemblance to your mother's."

"It was Carolynn," I told him, nearly choking as I said it. Tears were coming to my eyes as I thought about how I'd not only lost my mother by my sister as well. I'd always held out the hope that some day Carolynn would come back and we would be a family again, but now that was gone. Now I desperately wished that we weren't related.

"Carolynn?" the Face gasped in surprise.

"She's calling herself Ms. Bitch," I said quietly, nearly shaking as I said it. "She's...she's insane. She said that if she couldn't have mom's seed, then no one would..."

"Oh dear," the Face responded, obviously a bit shaken by this revelation as well. "This makes things a lot more difficult."

"Who's this Carolynn?" Anne asked in confusion.

I stared at her for a moment then bitterly spat out, "My sister."

Anne stared at me in surprise while Mega just looked sympathetic. The Face shook his head sadly and told me, "Now we know that she's after you...and that it's personal. You'll have to stay here until we can get her."

"You'll be safe here," Mega told me, trying to be reassuring.

"That's what he said about his house," I snapped, looking at the Face who seemed to feel guilty about that.

"Come on Gwen," Mega told me, putting a gentle hand on my shoulder, "let's show you around and introduce you to everyone."

I nodded, thankful for the distraction. I didn't want to think about Carolynn and what she'd done. It was just too horrible.

We went down the hall a little and stepped into a large recreation room with several large couches and chairs. There were three other people, already there waiting for me. It seemed that they had been notified of my awakening and were eager to meet me now that I was conscious.

First they introduced me to Circuit, who was the metal woman that I'd seen in the room. They didn't specify whether she was an android or just a woman in armor, though from her cold manner I suspected the first.

"My powers include but are not limited to electromagnetic field manipulation and ionic energy blasts," Circuit stated simply and emotionlessly.

"You know," Anne whispered in my ear, "it's pretty much a tradition for super freaks to introduce themselves by showing off or describing their powers."

Then, as if to prove Anne's point, a man in a white and dark blue costume with a white hood over his head stood up. He had a dark blue bandana over the lower part of his face and a white compound bow sitting by his side that he made a point of touching as he said, "I'm called Shiver. I can convert solid matter like my arrows into cryonic energy, so when I fire them I can flash freeze anything I hit."

The third member of the group was a man with brown hair and a pony tail, wearing a costume that was mostly white but with a little black trim. He had a pair of gold metal wrist bands that covered both his forearms, but his most noticeable feature were the large white feathery wings on his back.

"I am called Icarus," the winged man stated with a nod to his head. "And as you can se," he stretched his wings, revealing that they were indeed real, "I can fly...among other things."

"Icarus is our team leader," the Face stated.

"I'm sorry to hear about your mother," Icarus told me with a grim expression. "We will find the person responsible."

"We know who it was," the Face told him, his voice cold and hard. At Icarus' look of surprise he grimly continued, "It was Vivian's own daughter Carolynn. She's calling herself Ms. Bitch now and is using a source of extremely dark magic." He turned to me and added, "The kind that corrupts and stains your very soul."

"What?" I gasped.

The Face nodded. "I'm not certain yet if she has a seed or if she's drawing power from another source. Either way, her magic is tainted with evil."

"I thought seeds were neutral," I gulped, "that they weren't aware or anything."

"Seeds absorb traits from their hosts," he reminded me. "If someone who is evil hosts a seed, it can become corrupted and infected with their personality traits, especially if this happens over a long period of time and over a series of hosts. I know of several such seeds. Some can only be hosted by someone who is already corrupted, while others merely corrupt those who host them. Remember though, we don't know yet if Carolynn is hosting a seed or if her powers come from another source."

"What is this seed thing you're talking about?" Shiver demanded.

"It is a magic issue," the Face told him. "Merely one possible source of magic powers."

"Can we find her?" Icarus asked with a deep scowl.

"I have been trying for the last few days," the Face answered, "I might have more success now that I know her true identity. However Vivian had been trying to find her for two years without luck, so she seems quite adept at remaining hidden."

"Her own daughter," Mega shook her head, "I can't believe Ms. Witch was murdered by her own daughter." She looked at me sympathetically, "This must be like a nightmare for you."

"If the one calling herself Ms. Bitch has murdered your mother and attempted the same to you," Circuit stated, looking straight at me, "it is likely she will return to complete her work, should she discover your survival. You will have to remain in hiding until she is apprehended."

"We can talk more about this later," Mega said, giving the others a strange look. "We have a tour to give."

The others shared some odd looks and began to nod. None of them said anything, but I knew what was going on. They wanted to talk about how to stop Carolynn when I wasn't present because she was my sister and they wanted to spare my feelings. Or maybe they were afraid that I would get in their way. Either way, I wasn't supposed to be part of their planning, which left me feeling both relieved and resentful at the same time. I felt that I should be involved, because I was already more involved in this than all of them put together. But at the same time I wanted to escape anything having to do with this whole situation.

A few seconds later the Face began my tour of Faction Zero's headquarters, though Mega and Anne followed behind, offering their own comments. I was shown the living area first, the recreation room where I had been introduced to the others, the various bedrooms and even a fully stocked kitchen.

"Just don't let Shiver get in here," Mega grinned, "he couldn't boil water..."

"Like you're much better," Anne grinned up at her, "I remember that spaghetti incident."

"That wasn't my fault," Mega protested meekly, which was funny considering her size and muscles.

I just stood there, staring around the kitchen, and suddenly realizing how hungry I was. I guess that shouldn't have surprised me since I hadn't eaten a thing in days, but it did. "Can I get something to eat?" I asked after a minute, feeling a bit embarrassed about asking for food.

"I think we can fix something," Mega grinned, reaching for the fridge.

"Why don't you just grab her a microwave meal?" Anne scowled as Mega began pulling out ingredients.

"Because this is healthier," Mega responded, "not to mention tastier." However I could tell her real motivation was the desire to prove Anne wrong and show that she really could cook.

Mega quickly began throwing together eggs, green onions, mushrooms, ham and cheese, and before I'd realized it, she was setting a delicious looking omelet onto the counter in front of me. I took a bite and was surprised at just how good at was. I guess that I'd been feeling a little nervous about eating her cooking after what Anne had said.

"It's good," I told her, immediately gulping down more.

"See," Mega smirked down at Anne in satisfaction. "Back before my accident I used to be a pretty good cook. I just haven't had a lot of time to keep up with it since then."

Once I was done eating we moved on with the tour, going to the section of the headquarters that the Face referred to as the business area. I was shown a control room that had computers and TV monitors all over the place. It looked like some kind of NASA mission control, on a slightly smaller scale, and the Face assured me that it was just as vital in preparing for missions. Then I was taken to a small medical office followed by a laboratory that was filled with strange machines.

"This is Circuit's domain," the Face commented as he showed me the laboratory, "I think that she is the only one who knows what most of this is for."

"Don't touch anything if you don't know what it is," Mega added, "or even if you do think you know what it does. Circuit tends to be very fond of her machinery and gets upset if anyone messes with it."

I stood there and silently looked at all the strange and confusing machinery for a minute before we went to the next section of the building, the training section. There was an extremely large exercise room, filled with just about every kind of free weight and exercise machine available, including some that were dedicated solely for Mega and other people with super strength.

"You want to give any of this a try?" Mega asked me.

"Do not push her," the Face warned her, "she still hasn't fully recovered."

I nodded, agreeing completely with the Face. I might be feeling better then when I'd climbed out of bed awhile ago, but I was still a bit sore and tired. I doubted that I'd have the energy for anything more than just walking around, and even that was beginning to take a toll.

Next we moved onto the last stop of the tour, an extremely large room that reminded me of a gym, though it probably could have worked as a small football field. I could see strange machines lined up against the walls and even built into them. There were several similar devices attached to the ceiling.

"This is our primary training facility," the Face explained to me. "Here we have enough room to do whatever we need." Then he reached into his pocket and pulled out my grimoire, handing it to me and adding, "This would be the perfect place for you to practice your magics."

I clutched my grimoire while I stared at the Face, then at the massive training room, thinking that he was probably right. This would be a great place to practice my magics. However, if I was going to be locked away inside this headquarters while hiding, there would be one very important thing missing.

"I'll need to go out at night to see the moon," I told the Face hesitantly, knowing that I'd need the extra energy moonlight provided if I was going to do much.

"You've got someone wanting to kill you," Anne gasped in surprise, "and you're worried about looking at the moon?"

"Ms. Witch was the same way," Mega shook her head, "she spent a lot of time just sitting around and watching the moon. She used to call it moonbathing."

However the Face didn't argue, knowing how much my magical strength depended on the moon. "Just make sure you have an escort when you go outside."

"I can't believe this," Anne scowled, "you're both fucking nuts." Then she shook her head. "She's definitely a super freak. No one else would do something like that when they've got people trying to kill them."

"It is necessary," the Face tried telling her.

Ignoring both Anne and the Face I stared down at my grimoire, clutching it so tightly that my knuckles were turning white. I was thinking of Carolynn and the attack, of the incredible pain and the unspeakable darkness that had been eating me from with. I couldn't help but shuddering, feeling a cold knot in my stomach at the very thought. I looked around the training room, knowing with absolute certainty that I was going to be training harder than ever. I wasn't going to let that happen to me again. Never again...

I sat in my room, surrounded by a small stack of heavy leather bound books. A photo of my mom was sitting on the edge of my desk, a glaring reminder of exactly why I was working so hard. The very sight of her both comforted me and filled me with anger, as well as purpose.

It had been a week since I had come to Faction Zero's headquarters, and I had spent nearly every minute of it training in some form or another. I had been pushing myself as hard as I could to learn magic, to master as many mantras and effects as I could. And when I wasn't working to improve my magic directly, I was busy studying all of the books that the Face had given me, learning more about the various types of magic and how they all worked.

Just that morning I had been working on one of my most powerful effects yet, but had almost entirely drained my magical reserves. They were a little slow recharging, which was making me a bit impatient. And since it was a new moon out and I wouldn't be able to get any energy from the moon tonight, it was going to take even longer to fully recharge. Since I couldn't perform much actual magic at the moment, I was working on my understanding of it instead. It was slow and difficult reading, but very educational.

I finally decided to take a break. I'd had more than enough of trying to make out what was written in those old books for the moment. Of course it didn't help that I still wasn't feeling all that great either. Apparently I was pretty damn lucky to even be alive after Carolynn's nasty little spell, so it wasn't much of a surprise that it was taking awhile for me to fully recover.

"Maybe I'll be able to focus on this stuff a little more when I get back," I sighed, taking another long look at the books. Then I grimaced, remembering that the Face had also mentioned something about getting me back into normal schooling once things calmed down. "I can worry about that later."

I went to the kitchen to find something to snack on, wishing that I could get Mega to whip something up for me. She actually seemed to like cooking now that I gave her an excuse to do so, and she was fairly good at it most of the time. Unfortunately she wasn't around at the moment. She was off on some date with her boyfriend Titan from the Protectorate.

Now that I thought about it, I realized that the whole headquarters was pretty quiet at the moment and that it had been for the last few days. The Face was off on some trip, trying to track down Carolynn. I had no idea where Anne was since she came and went as she pleased, and even Icarus had been away from the headquarters more often than not. I had a feeling that he was using his own resources to try locating Carolynn, though he didn't talk to me about it.

After making a sandwich I went to the rec room where Shiver was sitting back watching TV. His hood was pulled back and he had taken off the bandanna that he normally wore over his nose and mouth. I was a little startled since I think this was the first time I'd seen his face without the bandanna covering it. I guess that just meant he was getting comfortable enough around me to let me see his face.

I sat down without a word and watched TV, but after a minute I noticed that Shiver was watching me with an odd expression. "What?" I demanded, suddenly wondering what kind of thoughts he might be having about me. I glanced down at myself to make sure that my nipples weren't poking out or anything.

"Nothing," Shiver shrugged, giving me an easy grin, "you just remind me a little of my kid sister is all."

"You have a sister?" I blinked in surprise. I guess I didn't really know all that much about Shiver.

He hesitated for a moment before nodding, "Yeah. She calls herself Zero Kay and hangs around with a group called the Slackers." He shook his head, looking slightly amused. "An odd group of kids."

"And Faction Zero isn't an odd group?" I pointed out.

Shiver laughed, "You've got a point."

We sat there and talked for awhile before Shiver hesitantly asked me what it was like being turned into a girl. I had to think about it for a moment, then tried to explain as best I could. It was hard to put something like that into words.

"It's not as different as you might think" I finally told him, "I mean, I still have most of the same parts, and most of the time I don't even think about it anymore. It's just that there are a lot of little differences that kind of add up over time." I shrugged, "It's kind of hard to explain."

"No problem," Shiver shrugged, "I was just curious."

"I can let you see for yourself," I teased him, "the Face taught me this great spell for making people change genders..."

"No way," Shiver jumped up and stepped back, "no need for that."

I just burst out laughing, one of the very few times since all this had happened. "Just kidding. I'm not powerful enough to do something like that, though the Face says I might be in a few years."

"Just don't do me any favors," Shiver told me with a slightly nervous expression, "I am quite happy as I am." Then he abruptly asked, "Do you know how to use a bow?" He gestured to the compound bow that was never more than a few feet from him.

"We did archery once in PE class," I said uncertainly.

"Not the same thing," he said, "come on, I'll show you how to shoot."

Shiver took me to the training room and set up several targets, then took an arrow from one of the two quivers on his back and notched it in the bow. The arrow suddenly changed into white energy and he fired it. As soon as the arrow hit the target the whole thing froze over, flash freezing and shattering. Then he repeated the process on a second target, this time not charging his arrow. The arrow was still perfectly normal and solid when it hit the target dead center.

"You hold it like this," he told me, demonstrating the proper way to hold a bow and position my body. Then he handed me his bow while I tried to duplicate it. However, the string was way too hard to pull all the way back for me. "Too much draw strength for you," he commented with a slight frown.

Since I couldn't even pull back Shiver's bow much less use it, I thought the archery lesson was over. But he rushed out of the training room and returned a few minutes later with another bow, one that was much easier for me to use. We spent the next hour working on my poor archery skills, improving them enough by the time we were done that I could actually manage to hit the target about half the time, though I still didn't come close to the bullseye even once.

"We can work on it later," he told me once we were finished, "I'm sure that you'll improve with a little practice."

"Thanks," I told him, a little disappointed that I hadn't done better. I'd sort of wanted to impress him, or at least not look like a total loser. "But I've got to get back to studying."

I left Shiver and started to return to my room, but paused with a painful wince as my stomach churned and cramped on me. I grimaced, letting out a long stream of profanity as I cursed Carolynn for what she'd done to me. It had been a full week and I was still feeling all these weird aches and pains.

"Hey, are you okay?" I heard someone ask. I looked up to see that Anne was back and looking at me with a concerned expression.

"I'm still feel like shit," I told her, "Ms. Bitch is right..."

Anne stared at me for a moment, then sniffed the air, only to stare at me with a strange expression. "You remember what we talked about the first time we met?" she asked me with a faint grin.

"Yeah," I answered slowly, having a sinking feeling in my stomach.

"Well," she grinned, "you're about to put that lesson to practical use."

"What?" I gasped, staring at her in realization.

"To quote a friend of mine when it was my first time," Anne smirked, "congratulations. You're officially a woman now."

I glared at her for a moment, "You sure seem to think this is funny."

Anne just grinned, "Misery loves company." Then she added, "To be honest, it makes me feel less like a freak now that I'm not the only former guy going through this."

"Just great," I groaned, not looking forward to the coming week and being annoyed at just how cheerful Anne was being about it. "My whole purpose in life is to make you feel better."

"I'm glad you see it my way," Anne grinned, putting a hand around my shoulder, "let's go make sure you have what you need. I have a feeling that the next few days are going to be...educational."

It was a long miserable week for me, filled with cramps, discomfort and blood flowing from places that just seemed wrong. And to make the experience even more unpleasant, the moon was too faint for me to draw much power from, so I was unable to practice my magic much. Of course the fact that I couldn't focus or concentrate on my meditation didn't help any either.

Of course I was extremely relieved when my period finally ended. And to make it even more of a joyous occasion, the moon had started coming back enough to be useful in building my magic. To celebrate these two events I threw myself back into learning new mantras, making up for lost time.

At the moment I was standing in the middle of the large training room, focusing my attention and shouting, "Xplodeeay," then watching as my target suddenly exploded. I smiled, in spite of the fact that it had taken a bit more magical energy than expected.

Just then I noticed that there were two people standing in the doorway watching me. Mega was staring at me with a look of surprise while Icarus' expression was much more difficult to read. Mega grinned, "Very impressive."

"Thanks," I blushed, not expecting anyone to have seen my practice. "I thought you guys were still out on your mission."

"We just got back a few minutes ago," Mega told me.

"The alien robot was easier to neutralize than we expected," Icarus explained.

"Yeah," Mega laughed, "all I had to do was grow a little larger and tear his head off."

"That explosion," Icarus said, giving me an intense look and gesturing to my demolished target, "can you repeat it?"

I blinked in surprise, then shook my head, "Not right now. I've been practicing all morning and used up most of my energy. I won't have enough to do that again for a couple hours."

"Interesting," Icarus mused, looking thoughtful. Then he told me, "If you only have a limited amount of energy, you should probably leave some in reserve for emergencies."

"Um...okay," I responded, realizing that he did have a point. Of course being stuck in the Faction Zero headquarters I couldn't really see what kind of emergency I had to worry about.

Once Icarus had left I asked Mega, "Where's the Face? I need to get out of here. I'm going bonkers being stuck in this place all the time."

"It's not safe for you to leave right now," Mega pointed out, suddenly turning serious. "We haven't found your sister yet."

"So I'm supposed to just sit here until you do?" I snapped in annoyance. "I've been locked up in this place for two weeks, and it wasn't like I had a chance to get out when I was staying with the Face either. I feel like some kind of prisoner."

"It's for your own safety," she tried telling me.

I just snorted, "So I'm supposed to hide here for the rest of my life? My mom spent two years looking for Carolynn and she still couldn't find her, so what makes you think that you guys will?"

With that I stormed out of the room, nearly bursting with frustration. I know that they were trying to help me, to keep me alive after what Carolynn had done to me, but I was getting sick and tired of feeling like a prisoner. I wanted to go out and get some fresh air, to get away from Faction Zero and their weird headquarters. I just wanted to spend a little time with normal people, doing normal things.

I was in an increasingly bad mood now and in no condition to talk to the Face reasonably, so I went to my room to sulk for awhile. Maybe once I'd calmed down I'd go find him and try talking him into letting me leave, but I had a feeling that it wouldn't do any good if I went now.

After a while there was a knock on my bedroom door. Since I didn't feel like talking to anyone at the minute, I didn't respond. A few seconds later the door was opened anyway, in spite of the fact that I'd locked it when I came in.

"Mega told me about what you said," the Face stated as he walked inside.

I stared at him for a moment before spitting out, "I'm just sick and tired of being stuck here. I just want to get out for a while."

"You know how much Carolynn wants you dead," he told me gently.

"She already thinks I am dead," I pointed out bitterly, knowing exactly how close she had come to being right. If it wasn't for the fact that the Face had been carrying the cure for that spell around with him since my mom's death... I hated to think about it.

The Face stared at me silently for a moment before saying, "Icarus insists that you stay here where it's safe."

"Figures," I grimaced, knowing that Icarus was a bit of a hard ass about some things.

"But Icarus isn't your guardian," the Face continued gently, "I am."

"What?" I blinked.

"I want you to be safe," he told me, "but I know that we can't keep you locked up here forever. This was only meant to be a temporary situation, which has gone on for longer than I expected." He bowed his head and sighed. "You can go out for a while, but only on the condition that you take an escort for protection."

"Really?" I gasped in relief, "I can?"

He nodded, "I don't want you to be a prisoner."

I eyed him suspiciously, "Does this mean you'll be coming along?"

The Face laughed and tapped his mask, "I was thinking someone a little less noticeable."

"I guess Mega's out," I told him with a faint giggle, knowing that with her size, she couldn't help but being the immediate center of attention wherever she want. Seven foot tall women just weren't that common. "Maybe Anne will come with me."

My mood had immediately improved with this permission to leave the headquarters. Of course I still didn't really know where I was going to go or what I was going to do. Maybe the mall, a movie, and some greasy fast food.

A short time later the Face opened one of his magical doorways and sent Anne and me to a mall as I requested. She wasn't particularly enthusiastic and muttered something about malls being too crowded, but she came along without further complaint.

"Freedom," I exclaimed as soon as we arrived. I took a deep breath, feeling a little odd to be surrounded by so many people, by so many strangers after having been in nearly seclusion for about a month. "Where should we go first?" I asked Anne as I looked around for map of the mall, not having been to this one before.

"I don't know," Anne grumbled, "I never much liked coming to malls. They're too crowded."

"The food court," I grinned, ignoring her complaints, "I haven't had good junk food in a month."

After a quick stop to the food court and a little something from Baskin and Robins, I was ready to begin my tour of the local mall. I went around, checking out the various stores that interested me, reveling in my time away from the Faction Zero headquarters. Anne complained a little, though she was relieved when I didn't start going into shoe or clothing stores.

"I might be a girl now," I told her, "but I still don't see what the big deal about shopping is." Mostly I was just interested in going to the book store, the gaming shop, the arcade and several odd stores that caught my attention. I didn't enter a single clothing store, though I did give Victoria's Secret a long glance, fighting back the temptation to go inside and see if I could catch some good looking girls get undressed.

When I was at the video game store I stared at a new game that had just come out, nearly drooling over it. It was a game that I had been waiting for since I'd first heard that it would be released, and I'd begged and begged my mom to buy it for me as soon as it came out. Now it was out, but as soon as I remembered that my mom had promised to buy it for me before... I suddenly lost my interest in the game and in the whole shopping trip.

"Let's go see what's playing at the theater," I suggested to Anne, feeling depressed again and wanting to distract myself, "I don't feel like wandering around the mall anymore."

Anne gave me a concerned look but didn't say anything, much to my relief. She only nodded and came along with me, pausing to look into a sporting goods store and admire some fishing poles. That was about the only time she actually showed any real interest in any of the shops we passed.

We had been at the mall for about an hour by the time we finally reached the movie theater and began looking at the show times. And just as we were in the middle of deciding what to watch, I suddenly felt a tingle rushing through my blood. It was the familiar warning of magic being present nearby.

"Is something wrong?" Anne asked, seeing my reaction.

"I don't know," I answered, nervously looking around. It could very well be just the face arriving to pick us up early for some reason, but I was paranoid enough not to take that for granted anymore. Surviving a murder attempt from your own sister will do that for you.

A moment later the air was filled with the sound of screams coming from around the corner. Anne was in motion almost before I'd even realized what those sounds were. She ran off darting around the corner, freezing for a moment then turning around and running straight back at me.

"RUN!" Anne yelled at me, "Get out of here, NOW!"

As soon as Anne had given that warning she turned around again and went back towards the source of the screams. It only took me a moment to discover what that source was as a horrific 10 foot tall creature that stepped around the corner. Its body seemed to be composed entirely of a dozen human bodies, melted and stuck together like wax figurines. They were all writhing and screaming separately, each looking completely horrified.

The creature took a step, seemingly unconcerned or even unaware that the people who made up its body were screaming and trying in vain to escape. It took another step, suddenly lashed out and grabbed a woman who was trying to run away, and stuck her into its chest, where she melted in and joined the rest.

"HOLY SHIT!" I exclaimed, staring at the creature in shock. It was the most horrible sight that I'd ever seen in my entire life. And a moment later I realized that it was coming straight at me.

"Run," Anne yelled at me again as she charged towards the creature. She hesitated about attacking it, staring at the screaming people that comprised its body. It was obvious that she couldn't bring herself to hurt the innocent people who were trapped inside that creature.

The creature was distracted by Anne, but still coming towards me. I froze for a moment, caught between the thought that I should help Anne somehow, and the survival instincts which screamed at me to get my ass out of there as fast as possible. I wasn't sure which of the two would win before I heard someone calling my name.

"GIDEON!" a woman's voice yelled from behind me.

I snapped around to see Carolynn standing there, still wearing the same black witch costume she had been wearing the last time I saw her. I gulped at the very sight, my heart jumping up into my throat. I felt a surge of complete and utter terror as I remembered what she had done to me the last time.

"I don't know how you survived," Carolynn said, glaring at me with her glowing green eyes, an evil expression on her face. "This time I'm going to make sure it doesn't happen again."

"Why are you doing this?" I cried in desperation, trying to think of a way to escape, "WHY?"

"You know why!" she spat out, taking several steps towards me, her hand glowing with a green energy.

Carolynn threw the ball of green energy at me, but before it could hit Anne hit me and knocked me out of the way. The two of us immediately began running away as fast as we could, going around the big creature and going deeper into the mall.

"We've got to get out of here before she hurts more people," Anne told me, a furious look on her face. "You run and call the Face while I try to distract them."

I scrambled for my cell phone as I ran, pulling it out and hitting the quick dial number. It rang once, then twice, then... Suddenly, the ground around me seemed to explode. I was thrown to the floor, nearly a dozen feet from where I'd been standing moments earlier.

"Oh shit," I gasped, quickly looking for my cell phone that I'd dropped.

I saw my cell phone, but before I could reach it, a burst of red energy it hit, leaving nothing but a melted hole in the floor where it had been. I let out a stream of profanities as I ran as fast as I could, hoping...praying that I could get away. I could hear Carolynn laughing from behind me, obviously not as distracted by Anne as she'd hoped.

Once I was around the corner and out of sight I dove into an open store and hid myself in a rack of clothing. I could see Carolynn walking past that store from my hiding place, with that lumbering monster following right behind. She was laughing, seeming pleased with herself at the way people had run away screaming.

Then Carolynn began singing, "Where oh where has my little sis gone, where oh where could she be?"

When Carolynn and her monster had gone past I slowly snuck out of my hiding space, knowing that I had to find a way to call the Face or anyone else in Faction Zero. My heart was racing in terror as I thought about what Carolynn cold do now, and anger at the thought of what she had already done. I wanted to do something, but I didn't have the magical energy. I'd already used most of my energy up during practice.

"Icarus was right," I grimaced, wishing that I'd saved more in reserve for an emergency. Because if this didn't count as an emergency, I didn't know what did.

"There you are!" Carolynn exclaimed, not having gone as far away as I'd thought. "I don't want to hurt you," she called out, her expression clearly contradicting the lie, "after all I am your big sister..."

"Oh yeah," I spat back at her, "like you didn't want to hurt mom."

"You don't think I was really the one who killed her, do you ?" Carolynn asked with a look of mock hurt, "after all we are family..."

"You don't think I'm really that stupid?" I gasped, "do you?"

"Actually, yes," Carolynn laughed, forming a ball of green energy in her hand again, "it was worth a try." Then she threw it at me, though I managed to dodge it...barely. "I can keep this up all day," she taunted, "can you?"

Suddenly there was a loud crashing sound as the glass skylight above us shattered, though I was far enough back that none of it fell on me. An instant later a woman dropped from the air and landed directly under the skylight. She was tall, athletic and very sexy looking, with shoulder length blonde hair that had a single lock of blue in it. The mysterious woman wore a skintight costume that was blue and gold, with a gold M on her chest and a golden colored cape draped from her shoulders.

"My name is Marvel," the woman exclaimed, "and you shall not hurt this girl."

"This is between me and my sister," Carolynn sneered, eyeing Marvel speculatively.

Just then Anne came rushing back, looking bruised and bloody. The creature was close behind her, apparently having been responsible for her injuries. "Watch out for that bitch," Anne called to Marvel, "she's a fucking magic user."

Marvel stared at the creature in horror, then at Carolynn in determination.

"Bitch is right," Carolynn removed her hat and made an exaggerated bow, "You can call me Ms. Bitch."

"How about if I call you under arrest?" Marvel responded confidently.

The nightmare creature was now closer to 14 feet tall and it had obviously absorbed even more people in order to increase its mass. It was a hideous monstrosity that I could barely look at, yet I couldn't tear my eyes away as it reached for Anne. I screamed a warning, but it did little good. The creature grabbed Anne, then flung her into a wall.

"ANNE!" I screamed out.

Anne lay sprawled on the floor, her legs both at angles that the human body was not meant to go in. Her arm was obviously dislocated and probably broken in several places as well. She grimaced in pain and tried to sit up, which only made her gasp even more.

"I'll take care of this monster," Marvel exclaimed, suddenly floating several inches above the ground, then flying straight for the creature. She hit it with immense force, punching it so hard that it went flying backwards and through the front of one store. However it got up and came back out, the bodies that comprised its body bloody, broken and screaming, though the creature itself didn't seem bothered at all.

Marvel stared at the creature for a moment, then flew down the hall to where there were several large stone statues on display. She grabbed a life sized statue of a bear and picked it up as though it were nothing, then threw it straight at the creature. Again the creature was knocked backwards and the people inside were injured, but the creature didn't seem to care as it quickly got back to its feet.

"What kind of horror is this?" Marvel gasped in horror.

"Poor thing, you're only hurting those innocent people," Carolynn taunted her, making Marvel stare at the creature in renewed horror. "It's not nice to kick people's pets."

The creature charged at Marvel, who struggled to stop it without injuring the people trapped inside. They danced around for a moment while I watched in horror, terrified that it would absorb her like it had those innocent people. Perhaps it was because Marvel was developed and had super powers, but it didn't even seem to be trying to absorb her. It just tried smashing her around, which didn't seem to do much good either. Marvel seemed to be indestructible as well as extremely strong.

While they were fighting, I tried making my way to Anne, who only winced, "Get outa here kid..."

"But you're hurt," I cried out.

"I can heal from this in an hour," Anne told me with a pained grimaced, "but it's you she's after, and there's no healing from death."

Just then I looked at Carolynn and saw her muttering strange words and forming a ball of red electricity between her hands. It was glowing brightly and looking extremely sinister. Then I realized she intended to hit Marvel with that.

"Watch out Marvel!" I screamed as soon as Carolynn fired the red energy ball at her.

Marvel glanced behind her, then flew straight up into the air as the ball came at her. The glowing red ball missed her and hit the creature who was right on the other side of her. Red sparks shot all over the creature, through all of the human bodies that were trapped in it. In an instant each and every one of them went silent in death, just as the whole creature blackened and collapsed to the ground in a charred and melted heap of unmoving flesh.

"Oh God," I gasped, turning and emptying my stomach. Every single one of those people was dead, and in such a horrible way. I didn't think that I'd ever get he image out of my mind.

"You took my little pet," Carolynn snapped, firing a green energy ball straight at Marvel.

Marvel screamed as the green ball of energy hit her straight in the chest, then she dropped to the ground like a rock, laying there motionless as green fumes burned from where she'd been hit. I could only stare in horror, then gasp in relief as she slowly began to get to her knees, in a lot of pain but still alive.

"Now I suppose I'll need a new pet," Carolynn mused, turning her attention to the animal statues that remained. She muttered something in that strange language she was using, making a few gestures with her hands. As soon as she was done a life sized statue of a lion suddenly began to move. "Here kitty kitty..."

"Oh shit," I gasped again as the stone lion walked towards Carolynn, moving as though it were a real lion.

"Oh no you don't," Carolynn said, firing another blast of green energy at Marvel and knocking her back to the ground, "this is between me and my little sister... You see, she has something that belongs to me."

Carolynn stood there smirking as the stone lion came to her and walked around her. It stood by her side for a moment while she stared at me, a predatory look in her eyes.

"You don't have to do this," I stammered, fearfully stepping backwards.

"No," she said after a moment, "but I'm going to anyway. Fetch!"

With that command the stone lion leaped towards me. In an instant of desperation I forced every ounce of magical energy that I still had within me and pushed it behind the command, "Xplodeeay!" The stone lion suddenly exploded, and since Carolynn was still close to it, she was caught in the flying stone shrapnel.

Carolynn screamed and dropped to her knees, clutching her side in pain. There were drops of blood dropping around her, revealing that she hadn't escaped unscathed. "You bitch," Carolynn snarled furiously, her eyes glowing an even brighter green. "Now I'm going to make sure I kill you slow. It's going to hurt a thousand times worse than anything you can imagine..."

"I've got a lot more where that came from," I bluffed, hoping that she wouldn't hear the shaking in my voice or notice how much I wanted to run away.

Carolynn just got to her feet, making a ball of green energy form in her hand. Unfortunately she was calling my bluff.

"I'm not going to let you kill her," Marvel said, getting to her feet, looking a bit dazed and wobbly, but otherwise all right. In fact the only real injuries I could see were to her costume, which was largely shredded. One of her breasts was even hanging out for the whole world to see, though I don't think she'd noticed that just yet.

"Like you can stop me," Carolynn sneered, wincing slightly as she moved her arm.

Suddenly a glowing red doorway appeared just a short distance away. The Face stepped through it, followed closely by Icarus, Circuit, Mega and Shiver, all of whom looked ready to fight. I didn't know how they knew we were in trouble, and I didn't care. I was just ecstatic that they were here.

Carolynn stared at the new arrivals for a moment, a look of fear crossing her face. She obviously realized that she couldn't take down all of Faction Zero by herself, especially now that she was injured as well. She snarled, glared at me, then muttered something in that strange sounding language.

"Stop her," the Face exclaimed, his mask glowing with a golden light.

But Carolynn held up her hand and a wave of black flame shot out, not going towards me like I had expected, but wrapping around herself. There was a look of intense agony on her face for just a moment before she was consumed by the darkness and vanished.

"She killed herself," Shiver exclaimed.

"No," the Face responded in a grim tone, "she escaped."

I dropped to my knees in relief, suddenly feeling exhausted. The Face was immediately by my side, putting a hand on my shoulder and making sure that I was all right. At the same time Mega was rushing over to check on Anne.

"Thank you," I told Marvel, knowing that I would have been dead if she hadn't shown up. Anne and I both would have been.

"I'm glad I could help," Marvel let out a sigh of relief, "I only wish I could have done more." She looked at Faction Zero with an expression of embarrassment at having needed their help. Then she noticed Shiver staring at her chest and looked down at her shredded costume. Suddenly her embarrassment increased a hundred fold. "Gotta go," she exclaimed while scrambling to cover herself. A moment later she flew into the air and out the shattered skylight.

"Well that was interesting," Shiver chuckled. Then he looked at me, "So that was Ms. Bitch."

I just nodded weakly, "Yeah..."

"I'd just like to know how that bitch found us," Anne grimaced as she was cradled in Mega's arms.

"Scrying," the Face responded grimly. Then he turned to me, "I'll show you how to shield yourself from magic locating spells."

"How many people are dead?" Icarus demanded as he looked around the now empty mall.

"I have insufficient data to answer that question at the moment," Circuit stated, slowly looking around. "However I currently see the remains of nineteen people."

"Oh God," Mega gasped.

Everyone looked around the mess with grim expressions and I could feel the anger and frustration that surrounded me. "It's my fault," I whispered, beginning to cry. "She came here because of me..."

"It's not your fault," the Face told me, gently putting an arm on my shoulder. "Remember, none of it is your fault. It was her. Carolynn is responsible for all of this, and no one but her."

Icarus just nodded and gently added, "It's not your fault." Then he scowled, "Let's just get you back home where it's safe."

I nodded and meekly followed them back through the Face's glowing red doorway, never having imagined that I would be so glad to return to the safety of Faction Zero's headquarters.

I gasped in pain as I was slammed into the ground and my arm twisted behind my back. All it would take is just a little more pressure and my arm would either dislocate or break. Of course that would at least have the benefit of taking my mind off of some of the bruises I'd gotten already.

"You are improving," Shiver stated as he let go of my arm and stepped back.

"You sure couldn't tell it," I grumbled as I got back to my feet.

Shiver gave me a slight smile and shifted back into a fighting position before ordering, "Try again." I only groaned at that.

Ever since the incident with Carolynn at the mall last week I'd been locked down in the Faction Zero headquarters even tighter than before. Icarus wasn't even going to let me go out for a little moon bathing until the Face told him that it was a major source of my power and that without it I might very well be helpless.

I might have been stuck at the headquarters with little chance of an early parole, but I had been keeping busy. The Face had been helping me learn to master my magic even more than before, while Shiver had taken me under his wing as far as teaching me self-defense. Unfortunately I now had plenty of bruises to demonstrate for it.

"You can't always rely on your powers or weapons," Shiver told me as we sparred, "I've learned the hard way that sometimes you have to rely on only your own wits and skills."

"Well, I don't think I'll make much of a martial artist," I grumbled, "they always make it look so much easier on TV too..."

Shiver continued with the lesson for another ten minutes before Mega appeared at the doorway, asking, "You two about done yet?"

"Just about," Shiver told her.

"Good," Mega grinned, "I get her next."

I stared at Mega with a touch of fear, then turned to Shiver, "Can't we make this last a little longer? I mean, I'm sure I'll be able to pick some more up now that I'm warmed up."

Shiver just laughed at that, then put a hand on my shoulder, "Sorry Gwen, but the lesson is over for now."

"Just great," I grumbled as I glanced back at Mega.

For the last three days Mega had been threatening to take me aside and teach me the fine arts of makeup application and fashion. And for those same three days I had been avoiding her or changing the subject whenever it came up again. However it looked like I wasn't going to be able to avoid it any longer.

"Why me?" I groaned. Sure, I was a girl now and needed to learn girl things, but I had no intention of ever becoming an overly feminine girlie girl. In fact, since I couldn't be a real boy, I was perfectly happy to remain a tom boy. But this was something that Mega insisted every young lady should know.

Even though Mega hadn't said anything, I knew that one of her main reasons for this 'lesson' was that she wanted to keep me busy and too distracted to think about my problems. Everyone in Faction Zero had been trying that tactic over the last week, and it had worked to a degree. They had kept me busy, but I didn't think that anything would make me forget my problems, even for a minute. Still I played along, smiled and pretended that everything was fine. That seemed to make everyone else happier if nothing else.

"Just let me get cleaned up first," I told Mega as I went towards the locker room.

After I'd showered and changed clothes I left the locker room and found Mega waiting for me. I was a little disappointed by this since I'd intentionally taken my time in the hopes that she would give up and go away.

"Come on," Mega told me with a pleasant smile, "you might prefer the natural look now, but that could always change. Besides, makeup is a skill that every young lady should know."

"Anne already showed me a little," I told her.

Mega just snorted at that. "Trust me, I have a lot more experience with makeup and such things than she does." Then she paused for a moment to laugh. "I guess it's strange that we have two boys turned into girls here in Faction Zero."

"I'm not a member," I pointed out with a chuckle, "and Anne is only a part timer."

Mega snorted again. "The only person who thinks that Alleycat is only a part time member is Alleycat. She's never particularly liked the idea of being a super hero and she's just too stubborn to admit that's exactly what she's become."

I had to chuckle at that, knowing that Mega was right. Anne was always complaining about 'super freaks' and such, but she seemed to have no problem being friends with a bunch of them...or being one herself. She was a little hard to figure out, even for me and I was in a similar situation.

When we reached Mega's room I saw that she already had a bunch of makeup spread out on her desk, already prepared for our lesson. I sighed and sat down while she began to describe the purpose of each item, bottle and jar. It was boring, but I at least tried to pay attention so I wouldn't hurt her feelings.

"With your hair and eye color," she told me, "these shades of blue and violet are definitely for you..."

I just sat there as patiently as I could while Mega put some makeup on me, explaining the reason for every step while I watched in the mirror. She even painted my nails in the same violet color as my hair and eyes. After what seemed like forever she was finished and seemed quite proud.

"You look fantastic," she told me with a broad grin.

"I look....different," I said, startled by the difference that the makeup made. I had already been quite pretty, but now I was much more so. I looked feminine and a bit sultry. It was hard to believe that this was really me.

"It's a good thing we did this after Shiver's lesson," she grinned, "I would hate to see all this ruined by sparring with him."

"He'd probably tease me about it if I showed up with this stuff on my face," I laughed.

We talked for a few minutes about how everyone would react to my wearing makeup, then Mega commented, "I'm surprised that I haven't seen you practicing your magic as much." She looked a little hesitant to ask that, as if it might be something personal.

"I've been practicing at night," I told her, getting a look of surprise. Then explained, "I've been doing most of my meditation during the day, then I practice at night so I can go out and recharge right away. That way I don't get too drained to defend myself."

"Recharge?" Mega asked, giving me a curious look that reminded me she didn't know about my connection to the moon.

"Mom and I use moonlight to help recharge our magic," I explained, knowing that I could trust her. "That's why we go out moon bathing. Instead of solar powered, we're lunar powered."

"I didn't know," Mega said, looking surprised. "Why didn't Ms. Witch ever say anything when I was teasing her about moon bathing?"

"Well," I started hesitantly, "the Face said she kept it secret from most people because it's not a good idea to tell people the source of your power or they could find a way to take it away from you."

Mega looked a little hurt that mom hadn't told her about such an important thing, though she took a long look at me and nodded. "Thanks for trusting me with that," she smiled. "I can understand why you wouldn't want to spread that around."

I nodded, "If the bad guys knew that mom didn't have much magic during the new moon..."

"Does your sister know about that?" Mega asked after a moment, looking concerned.

"Probably," I admitted quietly. "Mom was training her to inherit the seed someday, so she probably knows even more about it than I do."

Mega stared at me with a worried expression, then changed the subject, "Since you told me such a big secret, it's only fair that I tell you one of mine." She looked around to see that no one was there to overhear, which was silly considering that we were alone inside of her room, then she bent forward and whispered, "My real name is Virginia Gottard."

"Virginia?" I blinked. "I thought you would have been a Jennifer or Diana. Maybe even a Mary."

"It is kind of old fashioned," she admitted, "that's why I don't really use it anymore. That and the fact that people expect anyone named Virginia to be petite and mousy, and I don't exactly fit that description anymore."

"Well, you can count on me not to tell your secret," I winked at her, earning a laugh.

I turned and looked at myself in Mega's mirror again, still amazed at just how much difference a little makeup made. I suddenly wondered what my mom would think if she could see me now. Of course that line of thinking darkened my mood and filled me with a surge of depression.

"Are you okay?" Mega asked, looking concerned.

"Yeah," I nodded quietly, "just depressed because my whole family is gone now."

"We're your family now," Mega tried to comfort me, "you're like the little sister I never had."

I gave her a weak smile. "Compared to you, any sister would be little."

"There is that," she smiled. Then she stood up. "Come on, let's go show the others your new makeover."

I protested a little, but it did little good as Mega ushered out of her room, eager to find someone to show her work off to. I just groaned, trying to brace myself for the embarrassment to come.

"You look very...nice," the Face said when I showed him what Mega had done to me. I couldn't see his expression, but he sounded somewhat surprised. "You are very pretty."

"You certainly clean up nice," Shiver grinned.

"I just hope you don't expect me to start wearing makeup all the time," Anne commented to the rest of the team sourly. "It's not going to happen."

Icarus merely looked at me for a moment and nodded his approval while Circuit merely stated, "Very impressive alteration in your appearance."

Circuit certainly didn't seem very impressed by Mega's makeup job, but that was expected since she was always cool and detached. Even though I had been living with Faction Zero for weeks, I still didn't know much about her. Sure, I knew that she was extremely smart, could manipulate electromagnetic energy and fire ion beams from her hands, but I still didn't know if she was some sort of android or if she had at least started off as human. I increasingly suspected the former.

"See," Mega told me proudly, "I told you that they'd be impressed."

"You make a very lovely young lady," the Face told me, removing his hat and bowing slightly. "I am pleased to see you adapting so well."

I gave him a forced smile, "It's not like I have a lot of choice."

I sat around, listening to polite compliments for a little longer, before everyone went their separate directions. I made my way back to my room where I could meditate in privacy. There were a few new tricks that I wanted to try tonight when I had a little more magical energy available, but until then I was going to make sure that I had all the ground work laid out and prepared. I'd already done that earlier this morning, but I'd learned that a little more never hurt.

After half an hour I was distracted from my meditation by a knocking on the door. I frowned at the interruption but got up to answer it before whoever was on the other side came in anyway. A locked door didn't necessarily mean much of anything around this place, though everyone did respect my privacy for the most part.

When I opened the door the Face came inside without a word, looking as though there were something important on his mind. I couldn't see his face in order to read his expression, but I'd gotten to know him well enough to read his body language fairly well.

"Are you all right?" he asked me hesitantly.

I blinked in surprise, "I guess."

"Mega told me that you were feeling depressed," he carefully said after a long hesitation, "I've noticed it myself."

"I'm fine," I liked, giving a forced smile.

"I know that things have been extremely difficult for you as of late," he told me with in a gentle tone. "Your mother died in your arms. You've been transformed against your will, losing your gender and very sense of identity. Your own sister tried to kill you. You've been torn away from your home and friends, forced to live with complete strangers, locked away for your own protection. You've had the responsibility of great magic thrust upon you while dealing with a death threat over your head. In the last month and a half, you have lost everything and everyone you've ever know, yet somehow...you've remained strong. I am very proud of you."

I just stared at the floor, feeling a bit choked up and unable to look him in the eyes. For some reason, it pleased me to hear him say that he was proud of me. Of course after my mom had been killed, he was the one who had been there for me, helping me adjust to everything that had happened.

The Face was silent for a minute before he said, "I wish I knew how to help you more, how to make this easier on you. Unfortunately I'm not very good at dealing with children...with teenagers and I don't know what to do. Please understand that I am doing the best for you that I know how."

"I know," I responded quietly, "I...I appreciate everything you've done for me." I gulped, "I don't know what I would have done if you didn't show up..."

We sat there in silence for several minutes before the Face cleared his through and said, "There is something I need to talk to you about."

"What's that?" I asked.

Just then a loud alarm bell began to ring. It was familiar, being the same alarm that went off whenever Faction Zero was required to assemble for a mission. "Damn," the Face growled in annoyance. "It seems this will have to wait until later."

I didn't bother running to the control room with the Face, in spite of my curiosity about what the emergency was this time. It didn't matter if it was another super villain attacking a city, a natural disaster, or a prison break, I would still be sitting at the headquarters alone until they eventually returned. That could be anywhere from an hour to a day, though they have been on longer missions before I came here.

Once everyone was gone I took advantage of the empty living area to claim the big screen TV for myself. Since the headquarters always had at least one other person it, and usually a lot more since I've come to live here, this was one of my only opportunities to watch whatever I wanted to. That was one of the few benefits of having everyone gone on a mission.

It didn't take me long to get comfortable and start flipping through the channels until I stumbled upon the show Developments, which was ironically enough doing a 'where are they now' episode, which included a mention of Ms. Witch, along with several other heroes who had vanished from the public eye. The section on my mom was only ten minutes long as they went over her public history and then interviewed a few developed heroes who had known her in an attempt to find out what happened to her. However they didn't interview anyone in Faction Zero, and none of the heroes they did talk to seemed to know anything beyond the fact that she had retired for 'unknown' reasons.

"Maybe they made it before she died," I muttered bitterly.

I relaxed a little when the show moved on to the next hero who was no longer active, someone called Red Blade. I'd never heard of him before, but watched with interest since he distracted me from the previous section, though not by much.

A minute later I suddenly felt the tingling in my blood that indicated a nearby source of magic. I immediately jumped to my feet, no longer willing to automatically attribute it to the coming and going of the Face, even here in Faction Zero headquarters. Of course it probably just was him returning, but I had become paranoid enough not to assume anything.

I carefully went looking for the source of the magic, and when I turned the corner, I saw Carolynn standing at the other end of the hall, looking frustrated as she tried finding her way around. Then she saw me and her eyes lit up, "Gideon..."

"Oh shit," I gulped, my heart jumping at the sight of my sister.

Carolynn walked straight towards me, announcing, "It took me awhile to find you here, and even longer to create a distraction so those people wouldn't interfere again. Now it's just you and me, and we can continue where we left off."

"Oh shit," I repeated again, taking another step back, gulping as Carolynn had a ball of green energy form in her hand.

"You have something I that belongs to me," she stated coldly, "and I'm going to rip it out of your corpse."

"Ireballfay," I screamed, not waiting for her to attack me first as I threw a fireball at her.

Carolynn was surprised by the fireball, but managed to knock it aside in time to avoid being burned. "So you can fight after all," she sneered, throwing a ball of green energy straight at me.

"Allway," I responded, creating a glowing violet wall in front of me that blocked her attack, much to her surprise and my relief. I hadn't been absolutely certain it would stop her attacks until just then, so I let out a sigh of relief, then turned and ran as fast as I could.

"Come back here you brat!" Carolynn yelled as she ran after me.

This was suddenly so much like the games we played as kids, when Carolynn would chase after me and try catching me that I had to fight the urge to yell back, "Neener neener, you can't catch me..." Unfortunately I knew damn well that this was no game and the consequences of being caught were much worse than a wedgie or Indian burn.

A flash of green energy shot past me, so I turned and yelled, "Reezefay," gesturing to the floor and leaving it covered with a sheet of ice. Carolynn immediately hit it and fell flat on her ass, screaming profanities at the same time, much to my delight. But before I could take advantage of the opportunity to do something else, she threw another of those green balls of energy at me, reminding me that I had better get as far away from her as I could while I had the opportunity.

I ran as fast as I could and soon found myself going into the wide open training room. Unfortunately there was no place to hide in here. I looked for something I could use, but Carolynn appeared in the doorway, looking pissed even more pissed than before. She said something in that strange language, either casting a spell to use the powers from some dark entity, or a mantra so she could draw on the energies inside herself. I didn't know the source of her magic, and at the moment I didn't care. All I knew was that when she was finished, the ground around her began to warp and melt, until three creatures formed. They were like hairless monkeys or gremlins, made of the very material of the ground. Each was only a foot or so tall, but had long, sharp looking claws and vicious teeth.

"Go away," I shouted at her, "leave me alone! Haven't you done enough already?"

Carolynn didn't even bother responding to that one. She just had green balls of energy form in each hand, ready to hit me with everything she had. From the look in her eyes she was tired of playing with me and ready to end this once and for all.

Before Carolynn could launch her next attack the air suddenly began to shimmer on the other side of the training room. A moment later a glowing red doorway appeared, followed by the Face stepping through it.

"Yes," I gasped in relief as Icarus and Anne...Alleycat came through next.

Carolynn quickly yelled something in that strange language she was using and threw both of the green balls of energy she'd been holding. They changed color from green to red as they flew through the air towards my friends. But to my surprise she missed them and hit the door. Suddenly the glowing red doorway exploded in a shower of sparks, making me realize that it was the intended target, not them.

"I told you I sensed someone breaking my wards in the headquarters," the Face exclaimed. Icarus quickly looked around, ready to launch himself straight at Carolynn. A glowing blue energy blade extended from one of the gold wrist bands he wore, and he was obviously more than ready to use it.

"There she is," Alleycat snarled, furiously charging straight at Carolynn with her claws ready to draw blood.

But Carolynn was ready for them and called out more of her magic, causing a massive tangle of black thorns to suddenly burst out of the ground, wrapping around all three of my friends and holding them tight. Then she immediately added to this, causing each of them to be bound in glowing green strands of energy that held them tight.

"I can't move," Alleycat screamed, struggling as hard as she could but not being able to escape.

"I don't care one way or another about any of you losers," Carolynn glared at them, "and I'm not about to waste my energy killing you until I've finished dealing with my new sister."

"Leave them alone," I screamed, about to throw another fireball at Carolynn.

Suddenly she turned around and threw a ball of blackness at me. It hit me straight in the chest, just like the previous one had. I would have screamed had my body not frozen in agony. The burning, searing cold and darkness seeped through my body again, and this time the Face was trapped and unable to help. I could feel my death quickly approaching.

"NOOO!" the Face screamed, his voice filled with desperation.

"Let her go!" Anne demanded, struggling against her restraints even harder.

I had dropped to my knees and was barely aware of what was going on around me, though I could hear Carolynn's cruel laugher. I remembered the time before she'd run away, how she had grown increasingly selfish, how she had lashed out against anyone who told her what to do. She had shown the hints of this cruelty then, but nothing nearly so obvious or powerful. Now it was as though she had been completely consumed by it.

As the poisoned darkness spread through my body even more, I struggled to concentrate and focus my attention. Somehow I was able to make my throat form the words, "Emoveray Arknessday."

The instant those words left my lips, a brilliant energy rushed through my body like a liquid light, burning the darkness from my veins. This was an effect that I had practiced over and mover in my mind, building the associations though I had never before uttered it aloud. I had been terrified of the pain and darkness, of feeling it again, and after reading a few things in the Face's books, I'd come up with an idea of how to protect myself. It wasn't much, but it was all I had. And as I felt the darkness fade entirely and my strength return, I felt a surge of triumph that it had actually worked.

"You evil bitch," Icarus snarled, "you won't get away with this..."

"NO," the Face was crying, "you can't do this... Not Gwen..."

Carolynn just laughed, delighted by his torment and the vain struggles of Icarus and Alleycat. "Oh," she teased, "you're crying over poor little Gideon."

"My name," I said grimly as I got back to my feet, standing up straight and glaring at Carolynn, "my name is Gwendolyn."

"WHAT?" Carolynn exclaimed, staring at me with a look of stunned disbelief. "How? How could you survive? How could you survive again?"

"Gwen?" the Face gasped in surprise, the immense relief clear in his voice.

Alleycat was staring at me with her mouth open, "The kid's alive..."

I just stood there, glaring at Carolynn, my fear turning to anger...to rage. Of course I was mad that she'd tried to kill me...three times, but that wasn't what pissed me off the most. She had murdered mom, and now stood in front of me, her name and costume both chosen for the sole purpose of mocking her. She had become something horrible...something evil. Carolynn had become a mockery of everything that mom stood for.

"No more," I said griml, "you're not going to ruin mom's legacy anymore Carolynn."

"I told you before," she sneered at me, "you can call me Ms. Bitch now."

"Ostumecay Ppearaay," I said with iron determination.

I had spent hours meditating, building the association between the mantra and the effect, though this was the first time I had actually used it. In fact I had thought of it as just a pet project, something that I would probably never use. Of course that had all changed.

In an instant the magic took effect, transforming all my clothes into something completely different. I was now wearing a blue costume with a violet sash around the waist, as well as a blue witch hat with a violet sash around the base. Obviously this costume was heavily inspired by my mom's, though it was a little more modern and a little less sexy. At the moment it felt like the most perfect thing in the world to wear.

"Fine," I looked up and glared at Carolynn, "and you can call me Witch Girl."

Carolynn stared at me with a look of surprise, though she wasn't the only one. My friends were all staring at me with stunned expressions as well, obviously not having considered that I might pick up the whole costume thing from them. However I barely paid this any attention as I had much more important things to focus on.

"Ireballfay," I exclaimed, taking advantage of the opportunity to attack Carolynn while she was still distracted.

The fireball hit Carolynn straight on, though she muttered a quick word and it exploded into sparks. I'd caught her enough to single her costume in a few places, but that seemed to be the only damage my attack had caused.

"How dare you?" Carolynn demanded furiously, "How dare you use my own power against me?"

"It's not your power," I reminded her with a grimace, "it never was. Remember, mom said you weren't worthy of having it...that you couldn't handle the responsibility of having the seed..."

"IT'S MY BIRTH RIGHT!" Carolynn nearly screamed, sending a barrage of green energy balls at me.

"Allway," I exclaimed, creating a glowing violet wall of magical energy in front of me and blocking her attack, which only seemed to make her angrier, if that was even possible.

"You have no right to have it," Carolynn snarled, "it belongs to me."

"Obviously mom thought otherwise," I taunted her, then shouting, "orcefay," hitting her with a blast of violet energy that sent her flying backwards.

The little gremlins that Carolynn had summoned began to snarl and surround me. They might not be very big, but all three of them had long claws and sharp teeth that looked like they could do a lot of damage. And once they were surrounding me, they all leaped at once.

"Hieldsay," I called out, forming a glowing violet aura around my body.

The three gremlins all hit me and bounced off at once while I let out a sigh, not having been positive it would work. This shield effect was the same thing as my force field wall, but wrapped around my entire body instead. Unfortunately it would only be able to hold a couple of seconds unless I continued to push magical energy into it.

I took advantage of the momentary safety it offered me to say, "Xplodeeay," causing one of the gremlins to explode. I followed that up with, "Hattersay," making a second one shatter into pieces.

Carolynn was back on her feet and sending a ball of red energy at me. It crashed into my shield, just moments before my shield faded away. Then she began reciting the strange sounding words again, something what couldn't mean good news for me. The last gremlin suddenly began to grow, swelling in size until it was nearly the same height as me. It might have been nasty and vicious when it was smaller, but now it looked a thousand times more threatening.

"Good monster," I stammered, nervously stepping back and trying to think of what I could do. It would take far too much magical energy to make something that big explode. "Nice monster..."

The now giant gremlin slashed out at me with his foot long claws, just barely missing me as I scrambled back out of the way. Carolynn was laughing while I desperately tried thinking of a way to stop this beast. Then I did the one thing that I could think of...I ran.

I ran down the hall, seeing the gremlin catching up. Then I was able to cry out, "Reezefay," turning the ground in front of it until a sheet of ice. It slid across the floor but didn't topple or lose control. A moment later it was off the sheet of ice and still coming after me. Knowing that I had to try a different tactic, I cried out, "Hieldsay," and "Hattersay," protecting myself from its attack and then shattering one of its legs and causing it to hit the floor. With a grin I said, "Xplodeeay," focusing solely on it's head. As soon as its head exploded into shrapnel it stopped moving.

"I guess I didn't need to blow the whole thing up after all," I muttered, letting out a sigh of relief. I closed my eyes for a moment to take stock of my magical energies, disappointed to see that I was nearly half drained. And this was after charging up to my limit under the full moon last night. Using several mantras aloud for the first time had taken its toll. "I can't keep this up for too much longer."

With that in mind I rushed back to the training room to find Carolynn taunting the others, telling them that the gremlin had surely killed me already. I fought back the urge to yell out, to taunt her about being wrong, but I was smart enough to take advantage of the opportunity instead. It might not have been very heroic of me, but I said, "Ireballfay," and flung a fireball straight at her back.

But to my surprise Carolynn suddenly snapped around and blocked the fireball with her hand. It exploded into sparks without even really hitting her. "I can sense the magic seed," she smirked, "how did you think I've been finding you?" Then she glared at me. "Of course the wards on these places have been making it more difficult to find you, but as you can see, I manage..."

"Get your ass out of here," Anne yelled, still struggling in vain against the magical bindings that held her.

"Be careful," Icarus cautioned, "she's dangerous..."

As if to prove Icarus' point Carolynn began reciting something in that strange language she had been using. Her eyes glowed a brighter green than before and a swirling mass of black and green energies formed in the air in front of her. Then she suddenly flung it at me.

I immediately called out, "Allway," and created a glowing violet shield to block the mass of energy, but it splattered against it, then burst around it like water hitting a rock in the middle of a river. A dozen slimy black tentacles erupted from around my shield and attacked me, wrapping around my arms, legs and waist. I struggled against them but they were strong and almost numbing cold. "Hieldsay," I tried, but the black mass of tentacles had already gotten through and somehow prevented my new shield from even forming. A moment later I was trapped tight with a slimy tentacle over my mouth, not only unable to move, but unable to speak or utter a mantra either.

"This should keep you from using any of that troublesome magic," Carolynn smirked as she slowly walked towards me, reaching behind her back and pulling out a wicked looking knife. "Now I can take my time and give this the personal touch..."

I tried to struggle but the slimy black tentacles held me tight. I screamed out, or at least tried to, getting nothing but a mouth full of foul tasting slime for my trouble. It was useless... I couldn't utter a single sound much less a mantra.

My friends were all yelling and screaming desperately, trying to tell me that somehow everything would be all right, while at the same time demanding and even begging for Carolynn to let me go. All of this only seemed to amuse Carolynn, who grinned in cruel delight.

"Don't worry," Carolynn told me with an almost pleasant smile, "I still remember that you're my brother, and all the fun we had together as kids. So after I kill you, I'll make sure you get a good burial next to mom."

"Remember your lessons," the Face screamed frantically, "remember the focusing..."

My heart raced in fear as Carolynn waved the knife in front of me, but at the same time I felt a tiny surge of hope. It was small, but the Face's words reminded me of something, which I suspect was his very intention. I closed my eyes and focused as hard as I could, carefully picturing the image I wanted in my mind, focusing on it harder than I'd ever focused on anything in my entire life. Then I took a deep breath and put my magic behind it.

In an instant the slimy tentacles that held me all dried up and crumbled to dust, freeing me from my captivity. I collapsed to my knees, drained of every last bit of magical energy within my body. Using magic not only without a mantra but without any practicing or meditation at all had been extremely costly as far as magical energy went, but it had done the job.

"What?" Carolynn gasped in surprise.

I jumped towards Carolynn, punching her in the face as hard as I could. She fell backwards, then threw a ball of green energy at me, though I was able to dodge it...barely.

"You can't do that!" she screamed, "You can't use magic without a mantra..."

"It looks like you don't know as much as you think you do," I taunted her, loving the look of fury on her face.

Carolynn stepped backwards, glaring at me with a look of raw hatred as she began to recite something in that strange language she uses. A sphere of blackness and sickly green energy formed in the air in front of her, growing from the size of a tennis ball to the size of a basketball and then larger, until it was larger than a beach ball. I wasn't sure if it was my imagination, but I could swear that there was a face in there, a pair of dark eyes staring out at me with a look of pure malevolence. Then before I could make any sense of it, the mass of energy began to move straight towards me.

"NO!" the Face screamed, his voice filled with dread and panic.

The glowing ball of green energy and blackness that Carolynn sent towards me was moving slow enough that I was able to run to the side, but to my surprise it changed course and continued to come straight at me. Long black tendrils emerged from it, seeming to such the light from the very air around them. It continued heading straight at me, no matter where I moved, like a Gwen seeking missile with a pair of malevolent black eyes.

Suddenly the Face slipped loose from the magical bands of energy that held him. His mask was glowing a bright golden color and his flesh had turned invisible again. He only did that when he was using a lot of magical energy.

"You can't run away from a Darloth," the Face screamed as he ran towards me, "it won't stop until one of you is dead..."

"What else am I supposed to do?" I screamed back as I ran, which only seemed to make the ball of blackness come after me even faster, as though it was excited by the chase.

Carolynn just stood back laughing cruelly, looking rather tired herself. I had a feeling that calling this thing had taken a lot more energy than she was letting on. However, that didn't do me any good since the thing...the Darloth was still after me and I was completely and totally drained of magical energy.

"NO!" the Face yelled again, this time firing a beam of golden energy from his mask. It hit the Darloth and caused it to pause for a moment.

"You stay out of this," Carolynn yelled at the Face, "this is a family matter."

"I AM family," the Face exclaimed, blasting the Darloth with even more golden energy. His mask was glowing more brightly than ever as he was pouring massive amounts of energy through it, firing it at the Darloth. "I WON'T let you kill my daughter."

"Daughter?" I gasped in surprise and confusion.

Just then there was a loud explosion as the Darloth vanished in a burst of light, leaving only drops of back slime to splatter. The Face stood there for a moment, his mask still glowing with a golden light. Then his mask suddenly dropped to the ground, hitting the floor with a clang. His empty clothes just collapsed to the floor as well.

"FACE," I screamed, staring at the mask and pile of empty clothes which where all that remained of him.

"Serves the bastard right for getting in my way," Carolynn spat out, turning to glare at me.

I just screamed in rage and charged straight at her. She started to say something in that strange language, but I punched her in the face as hard as I could and stopped her incantation. I punched her again, knocking her backwards.

"I'LL KILL YOU!" Carolynn screamed, swinging at me as well.

"You've already tried that," I spat back as I kicked her, amazed that two magic users could be reduced to lashing out at each other with fists in some kind of cat fight.

Carolynn snarled, a ball of green energy forming in her hand. She swung at me, obviously intending to drive it straight into my chest and kill me. I reacted, using one of the tricks Shiver had taught me to move to the side, grab her elbow and twist her arm behind her back. An instant later I knocked her feet out from under her and drove her face straight into the floor. She was immediately screaming.

"Enough of that," I snarled, realizing that I had to stop her from using magic against me.

She was already starting to say something, so I clamped a hand over her mouth, drove my knee into her back and tore the sash from around her hat. A moment later I stuffed it into her mouth and made it into a gag. She wouldn't be able to cast any more spells, though she didn't seem to need to in order to create those balls of energy. I fixed that by tying her hands together with the sash from around her waist, something which made her furious, especially once I used my own sash to tie up her feet as well.

"I don't think so," I whispered into her ear. "Remember when I was seven and you used to hog tie me? Well, this is payback."

Once I had Carolynn tied up and helpless, I kicked her in the ribs, fighting back the urge to do something MUCH worse to her. She'd murdered mom, had tried to kill me, and now the Face was gone because of her. She might be my sister, but I hated her more than I'd ever hated anyone in my life. Somehow I reminded myself that mom wouldn't want me to kill her. That wasn't mom's way and I wasn't going to dishonor mom's legacy like that.

Then I suddenly remembered the Face and rushed to him, or at least to what was left of him. I picked his mask off the floor, crying as I held it in my hand. "No," I cried, "he can't be dead..."

"Hey," Alleycat yelled, "don't forget about us. Get me out of these fucking things."

I blinked as I remembered her and Icarus, then grimaced and rushed over to them. They were still tied up with the black thorns and green strands of energy, but it was obvious that these constraints were fast fading. The thorny vines were beginning to dry up and crumble, while the strands weren't glowing very brightly. Perhaps this was how the Face had managed to finally escape, though his escape might also be what was causing this breakdown.

"Please hurry," Icarus said grimly.

"Actually," I tugged on one of the black thorny vines and had it crumble in my hands, "you'll be free in just a minute anyway..."

As soon as Icarus and Alleycat were free, they both let out sighs of relief and stretched their limbs. Icarus put a hand on my shoulder and nodded, "You did a great job Witch Girl."

"Thanks," I responded quietly, a little surprised that he'd chosen to actually call me Witch Girl.

"But the Face," I sobbed, holding up his mask, "he's gone... He died saving me..."

Alleycat suddenly started laughing, and when I glared at her, she said, "Sorry kid. I guess you don't know."

"This isn't the first time this has happened to the Face," Icarus told me with a faint smile. "He's normally out of phase with reality and only the magic in his mask lets him stay and interact with the rest of us. Once he uses all his power, he can't remain here until it regenerates. He should be able to return within a few days."

"Really?" I exclaimed in delight, letting out a sigh of relief.

"So this is the bitch that's been trying to kill you," Alleycat said as she bent over Carolynn, "I guess little Ms. Bitch ain't all she's cracked up to be."

Carolynn struggled to get free from her bindings but it did little good. I could see the fury in her eyes and it brought a smile to my lips. It was done. It was over with.

Icarus stared down at her with a cold expression. "She murdered Ms. Witch, one of our own. I can assure you that she will be spending a LONG time in Mount Prometheus. If I have my way, this murderer will never see the light of day again."

"I can't believe anyone would do that to their own family." Alleycat shook her head, staring at Carolynn in disgust. "Going after her own mom and sister like that. And for what?" She spat on my sister, then turned and walked away, "I'll call Mount Prometheus and tell them to make some room for her..."

After Alleycat had left Icarus glared at Carolynn again, then he put an arm around my shoulder and gently walked me away from her. He looked thoughtful for a moment before he finally said, "You know Gwen... Witch Girl, I'm impressed at how well you handled yourself here. There's something I'd like to talk to you about..."

I climbed out of the shower, feeling clean and refreshed. There was no doubt that I really needed a nice soak under the hot water, and I only regretted that I had to get out. However, I still had other things I wanted to do, and I couldn't very well do them if I stayed in the shower all day.

So far I'd spent most of the morning meditating, building my mantra associations and improving my range of abilities. But after I was done with that I'd spent the next two hours sparring with Shiver and Icarus. Both of them were hard taskmasters, who taught me a lot about hand to hand fighting and combat, but also left me with a few uncomfortable bruises.

"I think I'll have to figure out how to heal bruises next," I sighed, closing my eyes and feeling the magical energy flowing through my body. I savored the sensation of being fully charged and ready to go. After going without any energy I had come to appreciate having it all the more. "But it doesn't do much good if I can't use it on something to help me out."

With a shake of my head, I turned my attention to drying myself off. Of course, I had a mantra that could immediately dry me and whatever clothes I was wearing, but I preferred to take my time and go over my body with a soft towel. It felt soft and soothing as I ran the towel over my curves, amazing me at how little I actually thought of them anymore. At first my breasts had felt like alien flesh that had been attached to my body, though now they were just another normal part of me.

"I guess people can get used to anything," I mused with a faint smile.

When I turned to look in the bathroom mirror, the sight of a naked teenage girl with violet hair didn't even phase me anymore. I still had a hard time believing that this was really me, but the sight no longer surprised me and it was seeming a little more normal with every passing day.

As soon as I finished getting dressed again, I looked around the small room that I'd been living in for weeks. I let out a sigh, relieved that I wouldn't have to be stuck in here, in the Faction Zero headquarters for much longer. Since Carolynn wasn't a threat to me anymore, Icarus said that it would be safe for me to move back into the Face's house. Of course I couldn't do that until he came back. It had been three days since the Face vanished, and there hadn't been any sign of his coming back.

"Three days," I frowned, thinking about the last time I saw Carolynn. She'd been hauled away in shackles, taking to what I was assured was a very secure cell in Mount Prometheus, the super prison created for the sole purpose of holding people with developed or magical powers. "I hope she never escapes."

I grimaced at the memory of Carolynn, still feeling furious every time I thought about her and what she had done. I didn't understand how she could do it, how she could turn so vicious and nasty over the magic seed. Then again, she'd shown signs of going down that road well before then. That was why mom and refused to give her the seed in the first place.

Thinking about Carolynn always made me angry and depressed at the same time, so I tried thinking of something else instead. I looked at the picture of mom and thought that maybe she'd be proud of me and what I'd been doing since her death. I certainly hoped so.

Icarus had been so impressed by the way I'd handled myself against Carolynn that he had actually made me an official probationary junior member of Faction Zero...assuming the Face gives his consent since he's still my legal guardian. I was pretty confident that he would though. My membership to the team wasn't too big a deal since I wasn't going to be going on missions with them for a while, but I was in training and was assured that it wouldn't be long before I was going out with the rest of them.

"I hope you're proud of me," I smiled weakly at my mom's picture. "Now I'm not just a witch, but a super hero too. It looks like I'm following in your footsteps." Somehow I had a feeling that she would be proud of me if she knew, and that gave me a warm feeling inside. Doing this made me feel as though a part of her was still here with me.

Then I thought of the Face and wondered when he would return, not just because it meant I would be able to move out of the headquarters or find out of my membership in Faction Zero would be made official. Before he'd vanished in the fight, he had said something about me being his daughter. That had certainly caught me by surprise, especially since I had no idea what he was talking about. Carolynn and I lost our father when I was pretty young, and I was pretty sure he didn't wear a gold mask on his face. No one else in Faction Zero knew why he'd called me that either, though Icarus suggested that he'd started thinking of me as the daughter he'd never had.

"I can't wait until he comes back," I muttered impatiently.

Since I couldn't stop thinking about the Face or dwelling on his choice of words, I left my room and found myself heading towards the room that was reserved for him. All of his clothes that had been abandoned where now neatly folded and sitting on the bed. His golden mask rested right on the top of them, looking strange now that it wasn't on his face.

I cautiously picked up the golden mask and held it in my hands, feeling a faint tingle of power coming from it. For nearly a minute I just held it and stared at it, feeling odd to be doing so. This was the face of the Face, or at least the only one I'd ever seen. According to the rest of Faction Zero, none of them had ever seen what he looked like without it on either. Then I carefully set it back down, muttering, "I wish you'd come back."

Just as I was turning away to leave the room I suddenly felt the tingling in my blood, the one that warned me there was magic about. I snapped around, gasping to see the mask glowing and levitating off the bed. It slowly moved over a few feet, then shifted position so that it was the same height as someone's face. No, not just someone's face. HIS face.

"Holy shit," I exclaimed in surprise.

A moment later all the clothes rose from the bed as well, unfolding themselves and floating into the space beneath the mask. In mere seconds clothes had repositioned themselves and hung in the air as though worn by an invisible man. Only then did the Face's body return to fill them all.

"You're back," I grinned at him.

The Face nodded and stretched his body, "It's good to be back." Then he turned to look at me. "I'm glad that you're all right. What's been going on since I left?"

I hesitated a moment, then I proudly filled him in on how I took down Carolynn and how Icarus offered me a place on the team, even if only as a junior member in training. The Face just listened, nodding occasionally while I excitedly talked away.

"I'm impressed with how well you handled yourself as well," the Face finally told me, "I think that joining Faction Zero might be good for you. However," he paused to stare at me for a moment, "do you want to join in order to honor your mother, or is it something that you want for yourself?"

I blinked in surprise, not having considered that too much before. After a moment I admitted, "A bit of both..." Then I changed the subject, "I guess we should go tell the others that you're back."

"A good idea," he started, then put a hand on my shoulder to stop me when I began to leave the room. "But first, there is something I need to talk to you about."

"Oh," I paused, turning to stare at the Face, remembering the way he had referred to me as his daughter right before vanishing. Then I guessed, "Is it that you want to adopt me?"

"No," he started at me, obviously surprised even though I couldn't see his expression.

"Oh," I sighed in disappointment, not having realized until that moment that I'd actually been expecting...even hoping that this was it. I gulped, trying not to show how much it bothered me.

"Gwen," he said gently, gesturing for me to sit down on the bed. After I'd done so, he sat down beside me, seeming hesitant and unsure of what to say. Then he finally said, "You know how your mother and I are old friends."

I nodded faintly, "Yeah..."

He sighed, "I didn't tell you just how close we were." He was silent for nearly a minute before saying, "When I first met your mother... Vivian, it was years before we formed Faction Zero. We were working on the same case so teamed up and became partners, working closely together for several months. We became close, but at the time, she was married and had a daughter...Carolynn. Then one night we...we became too close. It was a one time thing and she valued her family too much to risk it for me, so we went our separate ways."

I stared at the Face in stunned silence, hardly able to believe what he was telling me. It was impossible... There was no way my mom would cheat on my dad like that. Then I suddenly had a cold chill run down my spine as I realized where he must be heading with this.

"When you were born," he continued, "I didn't think much about it. After all we had only been together the once. But when she asked me to be your godfather, I suspected... I suspected that you might be mine. I didn't say anything to her because I knew that she loved her husband and didn't want to hurt him. I accepted her decision and didn't ask the obvious question. After Vivian died and you came here, I decided that I had to know the truth so used a spell to verify your parentage."

"No," I whispered, feeling stunned and confused, "but mom..."

"She was a wonderful woman," the Face quickly told me, "but she was also human." He let out a long sigh, then quietly said, "I am your biological father."

For a long minute I could only stare at the Face, trying to absorb what he had told me. Somehow I didn't question the truth of what he said. I don't know why, but I believed him. It was as though something deep inside of me recognized him and acknowledged him as my real dad. However that didn't mean I wasn't any less shaken by this revelation.

"Are you going to be all right?" he asked, the concern clear in his voice.

I nodded, then surprised myself by throwing my arms around him in a hug. Tears were starting to flow as I told him, "Thanks for telling me..."

We just sat there for a long time, neither of us saying a word. I had no doubt that this would change our relationship, though I couldn't be certain how. All I knew was that I felt a strange sense of relief at the knowledge that I wasn't alone, that I still had some family.

Eventually we left the room, both of us a bit uncertain as to how we should act towards each other. I had a feeling that this was going to be an issue that would take some time to resolve. After all I wasn't used to having a dad and he wasn't used to having a daughter. It would take us both some time to get used to the idea and find the right balance.

A minute later we were lucky enough to find all the other members of Faction Zero gathered together in the briefing room. Circuit was going over a file with Icarus while Shiver, Mega and Anne all sat back playing a game of cards. They looked up when we came in, then all welcomed the Face back.

"Well dad," I told the Face with a nervous smile, "are you going to tell them or should I?"

"Dad?" Mega asked with a look of surprise.

However the Face walked over to Icarus and they talked quietly for nearly a minute, too low for me to hear what they were saying. Then the Face announced, "I would like to officially welcome Witch Girl to the team."

"You hear that," Shiver grinned at Anne, "she's an official member now and you still haven't accepted it, so I guess she has seniority on you."

"Ha, fucking ha," Anne rolled her eyes, then grinned, "welcome to the team kid."

"She's a brave girl and an extremely promising young sorceress," the Face continued, "I have no doubt that she will be a valuable addition."

"And since she's a magic user too," Anne laughed, "you'll finally have someone to cover for you so you can take a vacation."

"There is that," the Face laughed.

Icarus just nodded to me, then stared at the Face for a moment with a thoughtful expression. "I believe that he has something else to say."

The Face nodded, then he walked over and gently put a hand on my shoulder. He slowly looked around the room at the others, then proudly announced, "My daughter and I have something important we want to tell you..."

I just stood there, grinning as my dad told them about our relationship, loving the looks of surprise and the loud congratulations the announcement created. I felt proud to have someone like the Face as a father. I felt proud to be a member of Faction Zero. And I felt extremely proud to be Witch Girl, carrying on the proud legacy my mom had left for me. But most of all, I just felt happy that I wasn't alone and that I had friends and family again.