Disclaimer: I do not own Pokemon.

Chapter 7: Wrath of Noir Mask

"You really think you have a chance at defeating us, little girl?" Maxie asked May. "I'll admit that your alien Pokemon is a formidable creature from all I've read about its species, but it is no match for Groudon!"

"We'll see about that!" May declared. "Twinkle and I are going to take you down!"

"So be it!" Maxie agreed. "Courtney! Tabitha! I'll handle the girl and the Deoxys. You and the others take care of Steven Stone and his other companions!"

"On it, sir!" Tabitha and Courtney replied together.

"Steven, you and Zinnia take care of Tabitha and Courtney! I'll handle the rest of them and protect Marie." Lisa decided.

"Sounds good to me." Zinnia agreed.

With that, Steven and Zinnia moved to take on their assigned opponents. Meanwhile May quickly moved with Twinkle to get close to the sea of lava. The rest of the Team Magma agents moved in towards Lisa. In moments, Zinnia and Courtney stood facing one another.

"I'm gonna make you regret the moment you decided to betray us." Courtney declared as she pulled out a Pokeball. "Go Camerupt!" The volcanic camel Pokemon burst out of the thrown ball.

"You're way out of your league, Courtney dear." Zinnia confidently declared as she produced her own Pokeball. "Go Salamence!"

Flying out of Zinnia's thrown ball was a large blue four-legged dragon with a massive pair of red wings. Its underside of its torso was blue-grey and looked almost bony. The sides of its legs, as well as the undersides of its neck and long tail were red. The dragon's jaw was grey and it had two patches of red above its eyes, and on the each side of the dragon's head were three long spines. On the top of Salamence's head was a greenish metal crest attached using black leather straps. Adorning this crest was a smooth round stone.

"A Salamence?" a surprised Courtney exclaimed. "How long have you been holding that Pokemon back?"

"Oh I've only begun to let loose." Zinnia told her. "Let's do it, Salamence!"

Salamence roared and suddenly the gem on its head crest began to glow. The small gemstone embedded in Zinnia's anklet began to glow as well, and in moments Salamence was enveloped in a blinding explosion of light. The light faded, and Salamence had taken on a new form. The wings on its back had joined together and formed a large crescent shape. Its tail had grown shorter and its front pair of wings had tucked into the sides of its body. The underside of the dragon's jaw had grown red, and the top two spines on its head had grown longer while the middle pair of spines curved forward to meet its mouth. As its transformation finished, a multicolored light in the form of a DNA strand briefly shined over its head.

"What… what the hell?" a stunned Courtney explained.

"Like I said. You're out of your league." Zinnia repeated.

Not far away, Steven and Tabitha were preparing to face off. The Team Magma commander had a very confident expression on his face.

"You may be the champion of Hoenn, but you're totally out of your element here." Tabitha told Steven. "I know for a fact that you specialize in Steel and Fossil Pokemon, which means that most of your team can be easily taken down by someone like me." With that, he pulled out a Pokeball. "Go Magmortar!"

Bursting out of the thrown ball was a fairly large somewhat humanoid creature that was mainly red in color. It had a bulky figure and its torso had a red and yellow flame-like pattern. Its face had a pink muzzle and a single red flame billowed on the top of its head. The creature had black metal bands on its upper arms, and its lower arms were yellow and in the form of cannons.

"As I've told many trainers before, type advantage isn't everything." Steven told him. "Go Metagross!"

The four-legged saucer creature burst out of Steven's thrown ball. As soon as Metagross emerged, the stones on its front leg and in Steven's pin began to glow. Metagross became enveloped in a blinding light and transformed into its starship-like form. A DNA strand-shaped light briefly shined above its head.

"What on earth?" a shocked Tabitha spoke.

"Let's make this quick." Steven told him. "This place it starting to get a little hot for me."

Meanwhile Lisa had already sent out Phoenix and Entei to deal with the army of Team Magma agents. The agents meanwhile had sent forth several Mightyena and Koffing to do battle. Lisa's two Pokemon had already managed to knock out a few of the hostile Pokemon, but there were still several more to go.

"Give it up, girly. There's no way you can take on all of us by yourself." On of the male Magma grunts told her.

"That's what you think!" Lisa told them. "You may have us outnumbered, but there's no way my Pokemon and I are giving up!"

Suddenly the stones embedded in Lisa's bracelet and Phoenix's manacle began to glow. Phoenix cried out and was enveloped in a blinding light. When the light cleared, Phoenix's upper legs and part of his torso had turned black. The two sections of its hair had grown shorter and were now pointing backward. Both of his wrists had gained a pair of orange flame-like streamers. As the transformation ended, a multicolored light shined briefly above Phoenix's head.

Meanwhile, Entei roared and its eyes began to glow with a blue light. Soon after its body became shrouded in rose-colored flames that briefly took the form of a great bird.

"Ho-Oh?" a surprised Lisa spoke. After a moment she got over the surprise and smiked. "Okay then. Entei, take down those Koffing with Sacred Fire! Phoenix, use Blaze Kick followed by Sky Uppercut on those Mightyena!"

Entei charged forward and launched a blast of flames at three of the Koffing in his path, knocking the floating gas balls to the ground. At the same time, Phoenix swiftly leapt into the air, and after doing a flip came towards one of the Mightyena with a flying kick. The bird warrior's foot became covered in flames just before making contact with the dog Pokemon's face. Then with amazing speed, Phoenix turned around and punched another one of the Mightyena in the jaw, hurling it into a wall of the cavern. The Magma agents stood there in shock.

"Still think you losers can take me on?" Lisa asked them.

Meanwhile, Twinkle floated several feet before Groudon, who had already taken notice of the extraterrestrial Pokemon. The two starred at one another for a few moments and were sizing each other up.

"Groudon, attack with Lava Plume!" Maxie commanded.

"Defense mode and Calm Mind!" May ordered.

In seconds, Twinkle's body became slightly bulkier and its head joined to its torso. Its four tentacles had also become like long paddles. As Twinkle's eyes began to glow pink, Groudon breathed out a stream of lava from its mouth that struck the space Pokemon in the front.

"Use Calm Mind one more time!" May commanded.

"Surly you could think of something more original." Maxie told her. "But fine! Lava Plume again!"

As Twinkle's eyes continued to glow pink, the red dinosaur-like Pokemon breathed out another stream of lava. Once again Twinkle was drenched but managed to stay floating in the air.

"Now! Attack mode followed by Psycho Boost!" May commanded.

Twinkle changed back to a form similar to his original, only his torso had more black patches on the front and its head had gained three spikes that curved backward. Twinkle raised its tentacles, and between them a transparent ball of multicolored light formed between them. The ball fired at Groudon and stuck the behemoth in the chest, causing it to stumble backward a bit.

"Speed mode, Twinkle!" May ordered. "Then move in and use Ice Beam!"

"Precipice Blades!" Maxie commanded.

Twinkle's body changed again and two of its tentacles completely receded into its body. A fin that grew out of the back of its head replaced the spikes it had grown. Groudon roared and several large shards of earth suddenly burst out from the pool of lava. Twinkle swiftly dodged each one as they came up, weaving between them as it flew towards Groudon. When the alien came in range it fired a crackling beam of white energy from its face that struck Groudon in its left shoulder. A patch of ice had formed where the beam had hit.

"Get behind him and use Ice Beam again!" May ordered.

In seconds Twinkle managed to get behind the red beast and fired another beam that hit Groudon in the back. In seconds another patch of ice had formed, larger than the patch on Groudon's shoulder.

"Now! Ultra Ball, go!" May called as she threw out an empty Pokeball.

The ball hit Groudon on its snout and turned him into red energy before sucking him in. Only a second later though, the ball burst open and Groudon reappeared.

"Oh no!" May exclaimed.

"That's your big plan?" an amused Maxie asked. "You foolish girl! There's no way someone like you can capture Groudon! All you've done is spell your doom!"

Meanwhile, the battle between Zinnia and Courtney continued to rage on. Courtney's Camerupt had already taken several hits from Zinnia's blue dragon.

"Camerupt, use Ancient Power!" Courtney commanded.

"Steel Wing!" Zinnia ordered.

Camerupt growled and fired a large ball of white light from its forehead. As Salamence swung around for another attack it was hit in the face by the ball of light. The dragon was unscathed however and zoomed towards Camerupt as its wings began to glow with a white light before turning to grey metal. Salamence passed by the camel Pokemon and slashed it in the side with its wing. Camerupt stumbled but remained on its feet.

"Let's end this. I'm getting board." Zinnia decided. "Use Hydro Pump!"

Salamence reared back its head and fired out a powerful stream of water at Camerupt. The camel Pokemon collapsed onto its side and was out cold. Courtney called back Camerupt in disgust.

"Still think you can take me on?" Zinnia asked Courtney.

Meanwhile, May and Twinkle's battle with Maxie and the controlled Groudon raged on. Twinkle continued to fire more Ice Beams at Groudon to weaken it. Despite the heat of the cavern, Groudon had become covered in a fine layer of white frost. After a few more attacks, May threw another Ultra Ball at Groudon. Just as before though, the behemoth Pokemon burst out of the ball before a seal had a chance to form.

"I told you it's useless." Maxie told May. "Pokeball or not, Groudon is mine! There's nothing you can do to change that."

At the same time, Steven's battle with Tabitha seemed to be winding down. Magmortar fired a plume flames from its right cannon-like arm. Metagross turned its body in the air slightly and easily dodged the attack.

"End this, Metagross!" Steven commanded. "Meteor Mash!"

The starship Pokemon's body became covered in a multicolored mist as it zoomed at Magmortar like a rocket. Metagross rammed into the lava Pokemon's chest and knocked him to the ground. Magmortar was out cold.

"Damn you!" Tabitha cursed.

"Hey, I am the champion for a reason." Steven told him. "Even with type advantage, you'd need a lot more training before you can beat someone like me."

Meanwhile May continued to have Twinkle pelt Groudon with Ice Beam attacks. After one more strike, the entire upper half of Groudon's body became frozen in ice.

"What? Impossible!" Maxie exclaimed.

"One more time!" May called as she threw another empty ball. "Go Ultra Ball!"

The third ball struck Groudon in the face and sucked it inside. This time the ball stayed closed as it began to fall towards the pool of lava. Seconds before it fell into molten rock the ball made the sound that the capture was complete and suddenly vanished with a flash of white light.

"Alright!" May excitedly cheered before turning back to Maxie. "Now Groudon's back at Professor Birch's lab where you can't get to it."

"No! This can't be!" Maxie shouted.

"Good work, May-chan!" Zinnia praised as she suddenly jumped onto Salamence's back. "I'll take care of the rest."

Salamence flew towards Maxie and fired a stream of green flames from its mouth. The flames struck the top of Maxie's pitchfork and knocked it out of the redhead's hands. The staff crashed to the ground and the Red Orb shattered to bits.

"Looks like your plan's finished, Maxie." Zinnia remarked. "It's just as well, since you could never have brought out Groudon's full power. Not with that fake Red Orb anyway."

Just then, Marie began to stir, causing Lisa to look back. The blonde slowly got to her feet holding her head.

"Marie, are you okay?" a concerned Lisa asked.

"Other than a headache and this heat, I'm fine." Marie told her.

"Damn you all!" Maxie cursed. "Do you all know what you've just done? I was going to create the ideal world for human and Pokemon alike, and you ruined it all!"

"An ideal world?" Marie bitterly spoke as she stepped forward. "Don't make me laugh. The world you would've created would've been nothing but a dried up ball of dirt filled with a suffocating heat. I spent years in a hell like that, and I won't stand for anyone trying to make a world in that image."

"What are you talking about?" Maxie asked.

"Go! Zoroark and Darkrai!" Marie called with the throw of two Pokeballs.

The monster fox and shadowy Pokemon burst out of the balls to stand in front of Marie. Many of the Team Magma agents went pale upon seeing Darkrai.

Tabitha meanwhile stepped back in horror upon seeing Darkrai. "It… it can't be!"

"I see you remember me, Commander Tabitha." Marie observed. "Or rather who I was."

"Tabitha, you know this girl?" Maxie asked.

"Allow me to reintroduce myself." Marie spoke. "Zoroark!"

Zoroark roared and his body began to glow with a purple aura. Suddenly the inside of the cavern completely transformed into a vast sandy desert under a blazing hot sun. Marie's clothes also suddenly changed. She had gained a black shirt with a red letter R on the front with a short white skirt with a red stripe near the bottom. Her hand became covered in elbow-high gloves and her feet in white knee-high boots. A white cape covered her left arm and a black cape with a large red feather on the right side appeared atop her head. The top half of Marie's face was suddenly covered in a black mask with blue lenses.

"In the past I was known as Noir Mask." Marie told Maxie and his minions. "I had hoped that I would never have to assume this identity again, but it seems that until all like my cousin who have sought to control the power of Kyogre and Groudon are locked away, I can't throw away my mask just yet."

"And just what do you intend to do?" Maxie asked.

"Sir! We have to get out of here!" Tabitha told him.

"You wanted a new world, and I'm going to give that world to you in a way you never imagined!" Marie declared. "You shall all experience the hell that I once suffered! Darkrai, strike them all down! Dark Void!"

Darkrai rose in the air as he blue eye began to glow red. It raised its arms above its head and a large black ball formed. Darkrai threw the ball and it split apart into several smaller ones that struck Maxie and his goons. Maxie and the other members of Team Magma fell to the ground in a deep sleep. Many of them began to convulse from the shared nightmare they were experiencing. With Team Magma unconscious, the desert returned to being a lava-filled cavern and Marie was back in her original outfit. As the blonde began to collapse to her knees, Lisa quickly came over and caught her.

"That… that was scary." A very unsettled May declared.

"Remind me not to get on her bad side." Zinnia spoke.

"Are you sure you're okay?" Lisa asked Marie.

"Just get me the hell out of here." Marie told her.

As soon as Groudon had been captured by May, temperatures all around Hoenn had returned to normal within a matter of hours. As soon as Lisa and the others returned to Lilycove, a doctor checked out Marie to see if that rock that had hit her on the head had caused any serious damage. Thankfully Marie had only suffered a minor bump, and when they returned to the mansion Marie went up to bed to get some rest. She had also had Emma see to it that the mansion was made as cold as possible. Since getting back, Lisa had been troubled by whole the whole incident had affected Marie. She now also better understood why Marie usually preferred to stay in the shade when outside and why she liked the cold.

At that moment, Lisa was standing out in the backyard looking at Groudon. May had since sent back another of her Pokemon to Professor Birch to get the behemoth from his lab. May was standing on top of Steven's Metagross, which had floated up high enough to allow May to throw pokeblocks into Groudon's mouth.

"Well, Groudon certainly seems tame." Steven observed.

"He may seem big and tough, but I can tell he's a big softy." May told them.

"Are you thinking of trying to use Groudon in a contest?" Lisa asked.

"Hmm… good question." May replied. "I suppose I could try using Groudon in a contest, but that might be a little too much for the other competitors to handle. You can let me down now."

At Steven's command, Metagross floated back down to the ground. May hopped off the metal Pokemon and called Groudon back to its ball. At that moment, Zinnia walked out of the house with Aster wearing a black shirt with a light-brown cape and very short brown jean shorts.

"Thanks for letting me clean up here." Zinnia told Lisa. "That Team Magma uniform was really starting to stink, not that it didn't look cool though."

"Thanks for all your help, Zinnia." May told her.

"No trouble at all." Zinnia replied. "By the way, May-chan. I have something for you. You have a Venusaur, right?"

"Yeah." May confirmed.

"Then this is for you." Zinnia told her as she reached into the large red bag she was carrying. The item that Zinnia pulled out was a large silver band with a round blue and pink stone fit into it. "Put this on your Venusaur's leg and it can Mega Evolve."

"Wow, really?" May asked as she took the ring. "Thanks."

"Where on earth did you get Venusaurite?" Steven asked with a suspicious look.

"I know this guy who keeps sending me rare stones like that." Zinnia answered. "Oh! I almost forgot, May-chan. You'll need this to get Venusaur to change."

With that, Zinnia handed May a small gold-colored amulet styled to look like a Pokeball. It had a keystone embedded in the center, and carved into the top half was the symbol of the omega.

"Thanks." May told her as she put the piece of jewelry around her neck. "So are you leaving?"

"Yep. Dear Aster and I have some other stuff to take care of." Zinnia answered. "But don't worry, we'll meet again soon enough."

"Zinnia, just why is it that you wanted to take down Team Magma?" Steven suddenly asked.

"Oh… that's not really important now, is it?" Zinnia replied. "I mean what matters is that Team Magma's caput. The cops have already rounded them up and the world is safe."

"Okay, then answer this. You said that the Red and Blue Orbs that Maxie and Andre had were both fake. If that's true, where are the real orbs?" Steven asked.

"Closer then you might think." Zinnia answered. "Well, see ya."

Before anyone could stop her, Zinnia sent out Salamence and she and Aster got onto the dragon's back. The dragon took off into the sky and quickly faded from view.

"Why do I think that the next time we see Zinnia, she won't be so nice?" Lisa asked Steven.

"I think I should probably be going too." Steven decided. "Something tells me that I should start looking into where the real Red and Blue Orbs might be."

"It was nice seeing you again, Steven." Lisa told him.

"You too." Steven replied. With that, Steven called back Metagross and walked off.

"I'm going back inside." Lisa told May. "Good luck with your training."

"Thanks." May told her. "I'm sure I'll win the contest now though thanks to the mega stone Zinnia gave me."

Lisa nodded and walked back into the mansion. She shivered a bit upon feeling the cold air on her skin. After walking up the stairs, she entered the room and found Marie sleeping on the bed on her side. Lisa gently touched Marie's arm to see how sound asleep she was only for the blonde to suddenly pull her down onto the bed. Before Lisa could do anything, Marie quickly got on top of her and began kissing her neck, causing the dark-haired girl to moan with pleasure.

After a moment, Marie stopped kissing Lisa and sat up. "Surprise."

"So, I guess this means you're feeling better." Lisa deduced.

"Much." Marie confirmed. "So I was thinking that when we leave here, we should go to Snowpoint City in Sinnoh for awhile. It's pretty cold there, you know."

"Sounds good to me." Lisa agreed. "I think we could both use a trip to a snowy place after all this. In the meantime though… what were you thinking we should do right now?"

"Oh… I have a few ideas." Marie smirked before leaning in to resume kissing Lisa on the neck. It seemed like they weren't going to be leaving the room anytime soon.

FIN

Afterward: Thus ends another story in my now massive Pokemon AU. I'd like to thank everyone who's read, reviewed, followed or favorited this story. I know this probably wasn't my best work, but it was fun writing a short T rated story like this one. I think this story was also what I needed to get back into doing this AU again after all this time. This story of course helps to set up something in a story I intend to do after I finally finish Reign of Silver. My guest reviewer, Random already seems to have an idea about what's going to happen in that story. But that's a story that's still a pretty long way off. In the meantime, I still have a few other stories to do for this AU, so thanks again and stay tuned.

Please review and let me know what you think.