Due to Vale being no where close to Magnolia, Erza, Kai, and Katelyn had to take to train. Kai, unsurprisingly, objected to going on the train. It took Erza and Katelyn an hour or so getting her on the train.

The trio was about half way to Vale, and Kai's stomach was not agreeing with her.

"Onee-chan... I'm dying..." Kai groaned, her face tinted green.

Erza sighed. "Why don't you go to sleep?"

"I can't..." Kai weakly replied. Katelyn sighed as well. She doesn't use it often, but she knew a way that always got the girl to sleep. Katelyn flew in front of Kai's face, confusing the little girl. She reached her paw out, and started to scratch under Kai's chin. Kai shivered, starting to purr. Her eyes slowly closed, and she plopped down on Erza's lap, dead asleep.

"Honestly... I swear she's more catlike than she is a wolf..." Katelyn muttered, sweatdropping.

"Well... She has been around you for more than half her life," Erza said jokingly.

"True... But I don't think that's how it works..."

Time Skip brought to you by Lillie's adorableness in Pokemon Sun and Moon

After they got off the train, Katelyn was in her human form, carrying Kai on her back, and Erza was dragging all their luggage in her huge wagon. Erza checked out a hotel room for the three to stay in for the next couple of days. She left to talk to the person who sent out the job while Katelyn and Kai stayed back at the hotel room.

After Katelyn somehow fit all their bags in their room, she walked back to Kai, who was still asleep on the bed. She went back into her exceed form, and laid down next to Kai's head. Might as well get some sleep before the mission, Katelyn thought. Hopefully everything goes well.

A few hours later, Erza came into the hotel room. She looked inside to see Kai and Katelyn dead asleep on one of the beds. The woman smiled to herself before making her way to her own bed. She requipped into her pajamas, and also fell asleep.

The Next Day

Erza was woken up by someone jumping on her bed.

"Onee-chan! Onee-chan wake up!" Kai exclaimed, stopping her jumps on her sister's bed.

"I'm awake, I'm awake..." Erza replied groggily. She got out of bed, and requipped into her normal set of armour. "Where's Katelyn?"

"Over here," Katelyn said from across the room. In her paws were two, already packed bags. "Kai already packed our bags."

Erza chuckled, ruffling her sister's hair. Kai's tail wagged happily in response.

"Are you ready to head out?" Erza asked.

"Hai!"

•••

The trio made their way to a mountain range just North of the village. According to Mayor, who sent out the job, that was where the demons were coming from. Low howls and roars could be heard in the distance. Kai, although being very excited to go on this mission, was getting a bit scared.

Katelyn noticed Kai's change in behavior. "Kai... You okay?"

Kai smiled up at her flying exceed. "Y-Yeah, I'm-"

Kai stopped, hearing someone's voice in the distance. She silently gestured Katelyn and Erza to follow her. Kai stopped, crouching behind a pile of rocks in front of a cave. Erza and Katelyn followed her lead, hoping Kai knew what she was doing.

"Kai wha-" Katelyn was cut off by Kai covering her mouth, and shushing her. Katelyn stayed quiet, and could hear a distant voice coming from the cave.

"... be attacking the village again soon enough. I assume you'll all be patient until then?" The mysterious voice was answered by a chorus of growls. "Perfect~ For now, you can roam around the mountains. Go crush some rocks or something..."

The group froze as they watched multiple demons and monsters emerge from the cave. They stayed silent as to not catch the attention of any of demons. Erza silently told Kai and Katelyn to retreat to higher ground. Katelyn summoned her wings and flew Kai up while Erza was being her badass self and found some really silent badass way to get up.

"There are so many..." Katelyn mumbled, looking at the mass of demons and monsters below them.

"How are we gonna take them all out...?" Kai asked as quietly as possible.

"Now... Why would you want to do that~?" A voice said behind them. The trio swiftly turned around to face the voice. Behind them stood a tall man in a black and red suit with a katana strapped to his belt. He had short, wavy red hair, and a devious smirk on his face. Mischievousness shown his blood red eyes.

Erza summoned one of her swords, and held it up to the man's neck. "Who are you...?"

"Now now... I believe I asked fir-" The man was cut off by Erza putting the sword closer to his neck.

"I will not ask again. Who are you?" Erza demanded.

Putting his hands up in surrender, the man replied, "Alright. The name is Zen, it's lovely to meet you~"

Not fazed by Zen's flirtatious tone, Erza continued. "What are you doing here?"

"Oh~ I'm in charge of all the lovely beasties down there," Zen answered. He pointed to all the demon below them, who were now staring right at the group of wizards.

Katelyn changed into her human form, and summoned her spear. Both Kai and Katelyn didn't take their eyes off the demons, not taking any chances for them to attack.

"Speaking of... They are quite hungry... How 'bout I let them have a little snack~?" Zen said as he snapped his fingers. All the demons went into a pouncing stance, ready to maul the two girls facing them. Erza went to slash at Zen with her sword, but he swiftly drew his katana and blocked her attack.

"Aw~ Don't be like that Titania..." Zen said. He expertly backflipped away from Erza, and landed on a ridge above them. Erza requipped into her Black Wing armour, and charged at Zen.

Meanwhile, Kai and Katelyn had been surrounded by Zen's demons. They stood back to back, weapons drawn. Simultaneously, the demons lunged at the two.

"Shadow Dragon: Roar!" Shadows spewed from Kai's mouth, knocking back the group of demons in front of her. Behind her, Katelyn was fending off the demons with her spear.

All at once, five demons lunged at Katelyn. Said woman tapped Kai's back, signaling her for a stance change. Kai reacted immediately, sliding under Katelyn's legs, and used her roar to knock them back. Behind them, a single demon pounced at the duo. Katelyn swiftly reacted, and stabbed the demon with her spear causing it to disintegrate into dust.

This process continued till both Kai and Katelyn were beginning to grow exhausted. The demons seemed to be endlessly coming from nowhere. However, Erza and Zen were still having their own badass sword fight, neither of them willing to give up. (This is the only way I can describe it without making the chappie another 1000 words long)

'Kill them...' A devilish voice spoke in Kai's head.

'H-Huh?' Kai expertly responded.

'Let me kill them all...'

'Kill... all...?'

Due to her strange conversation with the voice in her head, Kai hadn't noticed the demon creeping up behind her. Katelyn noticed, her worry growing. The demon raised its claws, ready to slice Kai into bits. However, Katelyn wasn't going to let that happen.

Just as the monster brought its claws down, Katelyn ran in front of Kai to block the attack with her spear. The blow was so strong that it launched Katelyn into a wall of rock, making a crater. Katelyn fell to the ground, dazed and barely conscious.

"Aw... Poor Hellhound... All alone..." Zen said with fake sympathy. He stood tall on the cliffs he and Erza were fighting on. Behind him was Erza, unconscious with multiple bleeding cuts and bruises on her battered body.

Kai growled, the sites around her filling her with rage. Shadows rose up from the ground, and started to swirl around her, surrounding her body.

'KILL.' The voice filled Kai's mind, blinding her from any other thoughts.

"What are you going to do now~? Both of your precious friends are utterly useless now..." Zen taunted, smirking evilly.

The shadows around Kai began to swirl violently. Kai bared her fangs at Zen, getting down on all fours. Her eyes slowly turned completely red.

'Let me take over... Kill them all...'

'Kill... them....... all....' Kai mindlessly thought, giving in to the voice in her head.

The shadows covered Kai's body causing it to change. Her fangs grew even longer, and her eyes shown completely red. Kai's arms changed as well, they turned more claw-like, and spikes protruded from the backs of her forearms. Red fur spread throughout her arms. Soon enough, Kai's arms looked like complete red wolf claws.

Zen watched as Kai changed into her demon form. He wasn't worried about the wolf girl, thinking she wouldn't a problem. Oh how wrong he was.

'Hehehehehe...' The devilish voice chuckled in Kai's mind, successfully gaining semi control of the girl's mind and body.

'KILL...'

A/N: Salutations! I have an important announcement to make. My Art Book (Or rather, my Meep Morp Book) will have art of this fanfic that I will not be posting here. I will post some here, but not all. All of them will be on there though, and if they are on here, I'll be posting them on my art book first. For example, a drawing of Lycan is posted on there and I won't be posting it on here cuz I can't be bothered, and it just doesn't feel appropriate. Also, there will be just one more part to this flashback thing, sorry bout that, but I don't want to make the chappies so long that you'll have to wait longer. Most likely I'll be able to finish the flashback in just one more chappie so we can actually move the story along. So see you in the next chappie!

~DarkArts