
Cleopatra ( Formely Cleo) Sertori is one of the main characters who becomes a mermaid in the Australian television series H2O: Just Add Water. Along with Emma and Rikki, Cleo discovers her powers after her trip to Mako Island.
Moral Ranking: Inconsistently Admirable and Villainous Benchmark
TGTTA 2[]
Phase 4[]
The Return of the Weridmageon Cult[]
Cleo returns in to help Lydia, Lincoln, Ford, Amanda Payne and Team Free Will deal with the ressurection of Bill Cipher and Toffee serving as one of the main deuteragonists alongside Marcy Wu. While Initally a heroine, after nearly being killed for real and brought back, Cleo embraces her darker impulses and turns to the dark side after learning of some truths from The Thinker becoming vengeful and bitter toward Toffee's cult and her former friends apart from Lydia, Lincoln and Sid Chang
Chapter 1[]
Linc, Lydia, Amanda, Cleo, Ronnie Anne and Sid meet up at a Restaruant after agreeing to a meetup agreed with Cleo and Amanda being a bit late as Lydia and Lincolin are hanging out in the city with Ronnie Anne and Sid as Lincolin's Dad has a catering job in the city. THe Girls and Lincolin all catch up with each other on what's been going on with their lives as Ronnie Anne was back in the city, Lincolin and Lydia hung out more and became a duo under Ford's Tuterlage who took a interest in the two, Amanda went back to Ooo to be with Finn who she became his apprentice and Cleo went back to Austraila.
While Ronnie, Sid, Lydia and Lincolin haven't really done much apart from discussing their adventures. Amanda and Cleo have both been going through some new stuff in their lives, Amanda in particular with her growing out her hair, dying it black as well as becoming taller, well muscled and wearing new clothing and Amanda despite being Finn's apprentice, she surpassed her boyfriend in raw strength and skill, Where as Cleo has been pursuing her intellctual pursuits, THough they have arguments about trying to convince Lydia on if she should embrace her action side or intellctual side. Lincolin becomes upset and doesn't feel special while Lydia has some of this herself as her two sister figures have been growing up and worries her close friendships are splintering with the two teens. Sid and Ronnie Anne tell Lydia that it's isn't too late and she can still keep her friendships with them and even make some new friends if possible. Lincolin then notices something which he nudges Lydia and this is an invasion

Cleo before her near death
It Turns out Toffee is there and he followed Ford and the others to the dimension and with an army to capture his enemies. Amanda removes her trenchcoat and fights Toffee's forces, Lydia is impressed as is Ronnie anne though Cleo snarks Amanda to stop showing off her figure and strength and protect them. Amanda then snarks at her telling if Cleo really wants to protect them, she'll help Amanda, Cleo agrees and uses her water powers to help staree off Toffee's soliders.
Amanda and Cleo return a bit late again because Amanda got a bit into the fighting and andrealine of fighting and killing. Rick calls Amanda a dum dum despite his own bloodlust and Ford finds the girls and tells them what he told Lydia and Lincolin which is what Rick wanted him to do. Cleo questions how they even came back, as The Spear of Destiny should have been enough to keep them from returning and will Lydia's other friends handle Bill and Toffee as well as the history.
Ford, Lydia, Lincolin, Amanda, Cleo, Castiel, Doc and Rick all read the important paper Ford still had outside his bunker which details a plan Ford has to defeat Bill which he didn't succeed in the first time due to a complication. Ford tells the group they need to find zodiac signs, 10 of them to bring down Bill. While Lydia, Lincolin, Rick and Doc get it, Amanda, Cleo and Castiel don't and ask how Ford knows this. Ford explains that Bill Cipher is more personal to him they know and theorizes that Bill is really trying to go after Ford and is using his bonds with Lydia and Lincolin to do so.
Chapter 2[]
Cleo and Amanda meanwhile ask Castiel and Crowley about the zoidacs sign and how they come into play regarding Cipher. Both of them deny any knowledge they know, but Castiel does hint to them that whatever meaning they have it must be significant and something the Weirdmagedon Cult fears, Crowley snarks that the actual truth is that Bill doesn't fear it and that's it is a soft counter and that while they're a group, if they are only 10 of them then it's not really a group effort. Cleo concedes to Crowley's point, but begins thinking herself which gets the rest of the groups's attention with May, Dawn, Blssilina and Louise in particular noticing Cleo starting to ramble on something. Filmore puts it together that Cleo is worrying about her own world in the event that Toffee and Bill might have figured out her home and did something similar to Gravity Falls or The City judging by what Doc, Rick, Ford, Cas and Crowley told him.
When it comes to the question mark symbol it goes on Ford leading Lydia, Lincolin, Amanda, Cleo and Rick to finding the symbol through a dark cave, Unknown to them NOS-4a2, Lord Dominator, Grime, Ushari and The Gang Green Gang are also there with the the latter team lookng into the symbol.
The six find the question mark symbol and are then trapped by Lord Dominator, Grime and The Gang Green Gang. Ford remembers Dominator as part of the group who brought back Toffee and Bill CIpher and Dominator figures out he is who Cipher was talking about and decides to have him captured for Bill though Amanda has different ideas though Grime joins Lord Dominator in fighting Amanda which Rick decides to help her. Lydia, Lincolin, Ford and Cleo sneak away from the two where Ace has Big Billy sit down on the 4 of them where NOS-4A2 and UShari show up ready to attack them, THe 4 get Big BIlly of them who Ace runs after to catch while Snake and Grubber hold Ford up with NOS-4A2 announcing that it's nice that Cleo is here because he has a surprise for her and Cleo wonders what and it's revealed. Emma and Rikki are both brainwashed into serving NOS-4A2, remade into sirens and unable to talk thanks to Ushari and he commands the two to kill Cleo and they comply. Cleo tries to fight off her friends while Ushari chokes Lincolin and threatens Lydia to give him the symbol or Cleo and Lincolin die.
NOS-4A2 and the two mermaids over power Cleo and torture her vicously as Lydia and Ford take on Snake and Grubber for the Question Mark Symbol. Rick and Amanda have their hands a bit full now that Ace and Big Billy are helping Grime and Lord Dominator. Rick then gets an idea and uses a Smoke Bomb to escape and they use this opportunity to save Cleo from NOS-4a2 and the Sirens escaping in the process .Cleo, Cas and Crowley with Ronnie Anne show up and wash away the group though Lalo did take his gun and fire a few blank shots. they run into Lydia, Lincolin, Ford, Rick and Amanda who noticed Cleo saved them and the symbol. Amanda makes a jab at Cleo for inconsistency which Rick agrees with angering Cleo though Lydia does point out that they are two different situations and it doesn't matter they got both symbols.
Chapter 3[]
Cleo talks to most of the others minus Lydia, Lincolin, Crowley and Amanda in that she is in disbelief about what happened to Emma and Rikki and is both angered and sad about what Toffee did to them.
Cleo realizes that Toffee must have found out where she lived and attacked there, She decides to ask Ford in they can go there and check. The Others agree and offer to back her up if Ford is unreasonable. Castiel though states he can do that for her if she wants right now which Cleo does agree to. So Castiel takes Cleo to her world and she did find out that Toffee indeed did pull an attack.
Cleo and Blissina are bonding over their love of shopping as they want to have a little fun before the storm. When they notice Amanda is more concerning about training and evading asteroids which Cleo calls her work attutide as her taking things too seriously. Cleo nearly decides to attack Amanda after the latter makes a comment about not losing her friends to Toffee where even her eyes glowing a bit. Blissina tried to halt them and barely stops when Lord Dominator arrives. Cleo puts her difference aside and helps Blissina take on the robots while Lord Dominator takes on Amanda. When she notices Amanda chasing Lord Dominator's ship and decide to follow her. Cleo joins Amanda, Doc and Ford in chasing down Lord Dominator and uses her water powers to shorten the power for Amanda to have a better advantage as she helps Ford find the rest of the heroes to stop Toffee's attack.
Chapter 4[]
Cleo is playing cards with May and Dawn as she discusses she has jealously issues with Amanda for being better than her. She points out Amanda is stronger, more attractive than her, and suspects Lydia likes Amanda more than her while she dealing with baggage with Emma and Rikki being brainwashed into attacking her. Dawn who is setting ups Rips for the crew as a way to mourn states to Cleo that didn't she and Amanda use to be closer friends. Cleo mentioned she was closer to Amanda before she went off with Finn, they were like sisters but once she did and changed into what she is now, she felt a bit more questioned about her friendship with her. May then asks about Lydia, why is not the case with her, Cleo mentions that Lydia is young and that it there one thing that the two will be at odds at it will be her, but knows Amanda does care about Lydia
Amanda have returned from her execrises tells Cleo that she is going down a dark path potentially and warns her with a story of a vengeful sea spirit who took over the sea a long time and it was caused by the loss of her love and that she was once human and gave it up to become a mermaid who eventually became consumed with power after finding out about her love dying while she went looking for him and was only stopped by being impaled by humans. She believes Cleo could do something like that, even mentioned her brief glowing eyes before they attacked each other. Cleo realizes her mistakes and does aplogize to Amanda, Amanda tells Cleo that isn't anything wrong with a little competiton and Cleo could do some stuff to get closer to Amanda in power, while pointing out beauty is subjective. Which May and Dawn both nod in agreement and May even points out that both of them lose when it comes to Lydia, which Amanda questions her on. May states that Lincolin will be always 1st when it comes to Lydia, as them and even Ford will be 2nd to her as he is her partner in crime.
Cleo finds herself with Ronnie Anne as they landed in the space zone. Cleo realizes this was Toffee's work and thinks that Toffee is keeping them from going back to the others so they must get rid of which of Toffee's henchman he sent. Ronnie Anne agrees as a video game player and recongizes tropes. The henchman is Mandarin and the monkey decides to wait his time for them and as he wants to rip the hope away from them. Toffee tells Mandarin not to underestimate them and to keep his eye out, Mandarin stills tells him he has things under control, which Toffee just rolls his eyes at this.
Cleo and Ronnie Anne go to the Space Zone and deal with minons that Dominator sent after them which are minitature space ships and living cannons which fire at them, though the gravity works for them too though they also had to be careful as Mandrain laid spikes on the zone knowing about the gravity. A Few more strolls and they reach away from the space pyramids where Cleo finds and obtains a shooting star they got her attention, Ronnie Anne asks why that got her attention and Cleo believes that it may be come and handy,
They stumble upon a minefield of angry stars which while not moving are meant to take advantage of the gravity for the two of them as they try to take advantage of the height control and the two don't get unscatched and they find Mandarin
Mandarin handing a brand new personal sized spaceship fires projectiles at the two and filies over the map and swoops up on them which initally works due to the tiredness of the two until Ronnie Anne decides to use her skate board to make tricks and jump on Mandarin while Cleo is just trying to dodge due to a lack of water on the moon to get his attention. This does work and Mandarin falls out of his ship and this is when Cleo grabs Mandarin threating to bash him in if he doesn't reveal how they knew of her home and got a hold of her friends and once again her eyes glow as she is ready to stangle the monkey and then just drops him and decides to leave with Ronnie Anne
Amanda and Cleo show up and Cleo whales on Morag for trying to murder Lydia and Lincolin and unlike last time she gives no shits about being ganged up, shaping her water powers and using them to keep them stalling and Amanda grabs both Lydia and Lincolin to prevent them from being hurt further. Morag uses a smoke bomb to escape and Cleo slams her hand in frustation about not getting Morag. Cleo hold Lydia while Amanda holds Lincolin and they tell Ford they need to bring them back.
Chapter 5[]
Lydia, Lincolin, Ford, Amanda, Cleo, Castiel, Rick, Crowley, Blissina, Shark Boy, Lava Girl, Ronnie Anne, Louise, May, Dawn, Doc and James Rogers Arrive at Newtopia. Ford and Rick lecture the group about Amphibia and that this is a new land to all them and to be extra careful.
Cleo suspects Toffee might be here as well considering last time which makes Amanda think about getting Sid herself. Ford talks to Lydia, Lincolin, Amanda and Cleo after sending everyone out led by Rick, Cas and Crowley.
Ford talks to Lincolin asking if any more unusual aspects happened to him lately and Lincolin mentions that he was attacked and yet his injuries healed and quick, referring to it as a healing factor. Lincolin doesn't feel special despite Amanda asking this and this is when Cleo asks Lincolin about his visions. The 2nd one about a kind of Fever that turns merpersons into monsters gets her ear in particular, Cleo start thinking about this more as she has some knowledgeAfter this, she becomes aware of Lydia and the insomnia when it comes to her trying to find out what's going with Lincoln . Cleo asks Amanda and Lincolin to assist her in trying to make sure Lydia doesn't overwork herself.
After Toffee blows up parts of Newtopia, Ford, Lydia and Lincolin decide they must split up to deal with the split up group and that they must keep the land safe. Cleo, Castiel and Crowley are the odd ones who head to the castle intend to reside safety as Rick instructs them that Sid is in there somewhere and they can get her there.
Lalo makes his own plan with regards to Andrias, and decide to pick up Emma and Rikki now fully affected by the coral to go distract their friend while he gets one on the king. Cleo realizes she no longer can hold back decides to use her powers to fight her friends and she is noticeably more successful as she is using her water powers more ruthlessly despite the others cold and warmer water powers. Lalo makes his way to the castle and gets his pistol ready to shoot the king whe he passes Morag who has finished her intent to bomb the castle. Lalo calls up the girls and tells them that he won't be needed to do the job and to just kill off the girl. Cleo though states that won't be needed as she holds back the two and then Crowley just arrives out of nowhere and shoots them. Cleo yells at Crowley which did he do that, Crowley says that they're not dead just stunned and they found the wacky k pop animal lover and Castiel is with her , Ronnie Anne, a deformed dog and some archer girl trying to deactivate bombs.
Cleo runs into Ford, Lincolin, Ronnie Anne, Luz and Anne who have Lydia and scared of what happened to her tells Amanda about this and then helps them with her teeth and braces being fixed. Lincolin offers to bunk with her for the night to keep her company if she wants, Cleo and Ronnie Anne both insist on Lincolin to do so as if anyone should be there it should the best friend/partner and he agrees.
Castiel, Crowley, Blissina, Louise, Sprig and Cricket drag in the drugged to sleep Emma and Rikki and lie them on the floor. Castiel tells Cleo that they managed to get rid of what was controlling them which Sid states what was Pandora. Cleo thankful for this asks Sid how did she know. Cricket refers to when they meet her at Big City Greens and it was in buckets by Chip Whistler and the scientists Toffee had on the payroll. Crowley confirms that the sources are pretty much destoryed as he went to Big City Greens and destoryed the remains while taking Louise and Blissina.
Cleo asks then why are still knocked out and Rick answers in that what caused them to go animalstic wasn't the Pandora, it was something known as fish fever. Cleo remembers this and realizes that someone found rainbow coral and must have pricked them. Marcy interjects and explains to everyone else that Fish Fever houses poison that affects fish and mermaids which causes hunger for seafood, and ravebous behaviour as the poison seeps in the system.
Cleo admires Marcy's knowledge on something like that and asks her what else it does to test her on the knowledge. Amanda asks why is Cleo doing so, Cleo tells Amanda that she has dealt with it before and saw it all happen. Rick theorizes that her universe is where someone got it and also an antidote might be findable. Sid and King who worked on the cure for Emma and Rikki agree and they can work on that one. Rick questions what exacty King is, a dog, a fox with a bone fetish. Sid explains he's a demon, Rick sarcastically says and he's god. King jumps to attack Rick but Sid restrains him telling him that Rick can just be a jerk.
Marcy states that physical change can also happen to the infected in that a mermaid's scales can become albino, scales appear on skin, webbed hands, nails become claws, gills sprout on their neck, yellow eyes, green hair as well as monstorus skin and make noises. Cleo nods in approval to this. Marcy and Cleo both agree that they must head to the latter's homeworld and work on the antidote. Ford decides to wait for tomorrow for Lydia and Marcy agrees though she will talk to the king about this.
Chapter 6[]
Lydia, Lincolin, Ford, Cleo, Amanda, Rick, Cas, Crowley, Luz, Anne, Cricket Green, Blissina, Dawn, Ronnie Anne, Sid Chang, King, Eda, Sprig all wake up after their night. Lydia and Lincoln are both quite sleepy still which Ford notes and asks what where they doing, Lincoln tells Ford he was talking with Lydia and snacking on pizza and soft drinks. Cleo mothers Lydia about ignoring the order to get some sleep, Lydia states she got 4 more hours of sleep and Lincoln got up first.
Amanda and Castiel both have the unconscisuness Emma and Rikki in their hands and ask Cleo what to do with the bodies. Cleo tells them to keep them in their hands and when they get their vechile put them in the back. They agree and Marcy shows up with the pirate ship and Amanda and Castiel drop off the bodies in the trunk.Sid and King both board immediately with their supplies and Sid hands King some chips to eat which Marcy realizes Sid took from her bag to give to King, With Amanda, Castiel, Sid and King all on board, Cleo boards next and sits in the front seat to direct who will drive
After a long trip, the entire group lands in Austraila and near the sea. As Rick lands the ship, he has the whole crew get off before turning the ship invisble. Cleo informs the team that they will all head to her house with Rick questioning why are they going to some girl's house for a hideout with King agreeing on this which Cleo shoots at them that it's her universe and she makes the calls in regards to the world. Lydia recongizes Cleo's house due to Cleo showing pictures of her home to her and describing it to her and Amanda asks Cleo what will her parents think and Cleo states that it's all good they're out on their honeymoon their 2nd one and that they will have the house to themselves other than her sister. This makes Lydia shudder which Sid asks Lydia to why she did that, Lydia tells Sid that she is a bit aware of Cleo's sister and what Cleo told Lydia about her. Luz tells Lydia that Cleo's sister can't be that bad she just has a bad impression of her due to Cleo's persepctive.
Cleo, Sid, King, Anne and Crowley set down Emma and Rikki on the bed and Cleo hears the doorbell and answers it. It's her boyfriend Lewis who Cleo got a hold of to help out and Ford asks Cleo who is he. Cleo introduces Ford, Lydia, Lincoln, Amanda, Luz, Anne and Cricket to Lewis, Crowley shows him to the bedroom. Cricket eating some snacks with Anne and Lincoln wonders how could he help, Cleo tells them that Lewis has dealt with this before in her friend Emma, and he made the cure. Amanda seems impressed with this and tells Cleo she bagged the right one. This is when Cleo's sister Kim comes in the door and reminds Cleo that she was given reponsibility not to throw a big party. Luz tells her that this isn't a party, they're on this mission to save her friends and asks Lydia to back her up
Lydia under her breath confirms this and Kim remembers Lydia is the person Cleo keeps talking about in fondness and comments how Cleo finally brought in Lydia to their home after all this time and comments on her being animated, feeling offended that she needed a cartoon character to be a real sister. Lydia barely contains her anger and fury walks out to vent. Amanda snarks at Cleo some sister she has and everyone does so as well other than Luz who goes to see Lydia about this. Amanda comments on Lincoln's super senses asking if that's part of the "curse" Lincoln said he had a gut feeling which turned out true. Ronnie Anne and Ford both feel NOS-4A2 may be here since Toffee wouldn't do this alone if he was taking a direct action.
Cleo comes outside after telling her friends to help Lewis set up while she talks to Lydia, dragging Kim out with her. Cleo tells Lydia that she wants the girls to talk when another explosion goes off knocking both of them over. Cleo is grazed but Kim is knocked over and almost ready to fall in the water and Cleo grabs her hand desparate to save her, wanting to save her sister.
Cleo thanks Lincoln for saving her sister's life and Lincoln says to think nothing of it.Kim does wake up and thanks Cleo and especially Lincoln for saving her. Lydia is utterly and transparently furious at Cleo's sister and almost punches a wall which Cleo notices. Cleo tells Lydia that they'll talk later and to calm down.Ford decides that the best way to work on the fish fever cure is to split up and get the job done. Ford and Lincoln agree to take most of the crew out while Lydia, Cricket and Cleo decide to stay put at the house.
Cleo is in the bathroom taking her bath as a mermaid and comments that it's been a while since she's been one and it's nice to let her hair down and be relaxed. Cricket and Lydia who are both there agree and Cricket even notes Cleo is different as a mermaid compared to being human. Cleo admits that she's been stressed about her friends and Toffee's actions regarding them so she hasn't any time to really relax. Cleo then brings up to Lydia the elephant in the room, she asks Lydia why is she so hostile towards her sister, Cricket notes that what Sid told him about Lydia this is unlike her to be like that.
Lydia tells Cleo and Cricket that Kim is a brat, and bluntly insulted her for no reason. She points out even if she has her reasons, Kim has no excuse to be this way to her. She was warned and felt she didn't listen.Lydia adds that Kim is steping on her territory as well which adds to the fuel, Lydia covers her mouth as soon as she said this which Cleo and Cricket catch this.
Cleo and Cricket smirk at Lydia who questions this. Cleo states it has to do with Lincoln doesn't it?, Lydia admits that the fact Kim blatantly hit on Lincoln angered her further, Cleo knows Lydia isn't just mad about that, she needles Lydia into admitting she has a crush on Lincoln.
. Cleo asks about Ronnie Anne and why Lydia isn't petrubed by her despite Ronnie's own closeness to him, Lydia tells Cleo that Ronnie Anne is her friend and one of her best friends. Adding to that, both of them know better than to compete and it would hurt the 3 parties involved and everyone associated, Love triangles do that and Lydia doesn't want to lose Ronnie Anne, Lincoln or Sid as a friend.
. Cleo wanting Lydia to be happy, trying to push her into confessing this revelation of feelings, as she feels that the two have really good chemistry with each other. Lydia denies this and wants to figure this out herself, Cricket asides to Cleo and states how Lydia can be so aware and so oblivious at the same time.
Cleo reunites with her friends still in mermaid form and explains what happened to them and Toffee's hand. Lewis adds that they were infected with fish fever as well which is why they are in that slate which Emma adds again, Cleo tells Crowley, Sid and King that she wasn't kidding, Rikki asks about the 3 of them and who they are. Cleo blantaly introduces Crowley as the king of hell despite his kill James Bond look but introduces Sid and King more fondly and tells them that the two of them were the ones who saved them out of their trance. Sid adds they are also trying to cure the fish fever again hence why the fish buckets are there, King eats a fish while they said so with Cleo and Sid both calling him on that it's for Emma and Rikki. King defends himself that one fish for him isn't a big deal.
Cleo then after Lincoln is all in his suit and Cleo wishs her sister good luck with. Ford and Eda meanwhle are suspcious about Bill's actual plans and what he may have done, Ford begins to think of something he hasn't done. Cleo mentions did Ford ask Lincolin about his visions, Ford realizes that he hasn't done so and Eda asks the meaning of that. Ford figures that Bill Cipher has taken away Lincoln's seer seening and has an attack planned on Lincoln and that Bill was just waiting for a chance to do this. Cleo agrees with this state as does Eda and they decide to go after Lincoln. Cleo states that Lydia is fishing with Sid and Ronnie and she has her own date with Lewis so it's up to him and Eda.
Ford, Eda, Castiel and Amanda debate how to procceed with going to Mako Island with the cult going around when Cleo and Lewis come back and Ford tells them that they are setting sail to Mako Island. Cleo asks why now, and Eda answers that no one would go out in broad daylight, and make an attack which is what she and Ford agreed. Lewis agrees and decides to set the sail boat up. Amanda asks Ford and Castiel where the others are
Rick is on the boat getting drunk with Dawn, Cricket Sid, King, Crowley, Louise and Blissina on it with Rick playing an accordion telling everyone to go already. Cleo asks where is Emma and RIkki, Dawn states in the back with Crowley basically making lobster in the back. Cleo asks did Crowley drain all the sea life from the ocean, Crowley denies this as he was with King, Lydia, Sid and ROnnie Anne fishing and the shrimp wasn't the only thing.
Cleo decides she wants to swim there and jumps into the water with Dawn and Blissina deciding to fly where Castiel and Crowley decide to teleport themselves here. leaving Lydia, Lincolnd, Rick, Ronnie Anne, Amanda, Lewis, Luz, Anne, Cricket, Sprig, Eda, King, Sid and Louise are on that sail boat
Sprig, Sid and King all find a perfect place to put Emma and Rikki in the moon pools, Cleo agrees with them as it's still the morning and that the moon won't have any effect on them. Cleo tells the others to drop them in.Cleo, Lewis, Eda and Ford all mix the chemicals and use all the ingredients to make some quality fish fever cure. Dawn uses her pokemon and Blissina uses her heat vision to heat it up and then Crowley and Amanda both take the potion and poor it into a spray bottle, Crowley quips it's like spraying a cat, Amanda sprays Crowley with water out of a spray bottle to get him to stop. Cleo, Ford and Eda then take the spray bottles and thus cure the other 2 properly.
Cleo thanks Sid and King for making this all possible and reunites with Emma and Rikki who decide to help taking out Toffee and Cleo decides that they should take the afternoon to do what they want.
The evening afterwards where everyone is having a barbquece on Mako Island, Marcy shows up out of the portal and Anne wonders where Marcy was. Lydia asks did Marcy accomplish her mission?, Sid then asks what she find out. Marcy answers Lydia, Sid and Anne with a pentagram zodiac mark and gives it to Ford. Ford asks Marcy where she found it and Marcy states at Whistler Casino where she worked with A Multiversal P.I who Andrias got her into touch with. Lincoln wonders what kind and Marcy states someone who knows the multiverse well and the mission is complete
Amanda asks Marcy about the P.I, and Marcy states she can't diverfuge his name but he and sidekick can be counted on and that she will have them help her when she needs something
Lydia, Lincoln, Luz, Sid, Cleo, Anne, Ford and Amanda all wonder who Marcy could be talking about though Amanda thinks that Marcy is a bit too in the zone, which Anne admits is a recurring issue regarding Marcy.
Chapter 7[]
Ford, Louise, Cricket and Ronnie Anne work to try to get the mermaids to safety as Ford is aware that Toffee is after them considering the location. Ronnie Anne asks about the othes and Ford states that they need to get the girls back to the boat before doing so and then go from there. Cleo takes a little offense belveing that she and the girls can deal wth Toffee, Emma and Rikki agree and the 3 girls leave to find Toffee as they are tired of runnning. Louise admires their bravery and voices her confidence they can do so, as does Cricket who feels Toffee can't take on all three of them. Ford however feels that they underestimate Toffee's intellgence and he needs to go after them. Ronnie Anne, Cricket and Louise decide to basicall pick up the rest of the team on the boat as they find the others.
Toffee has personaly ambushed Cleo, Emma and Riki and is fighting them 3 on one for a bit, and Toffee despite out numbered does fare for himself and has scored quite a few hits on them. Emma tells Toffee that it's over and that they can end him. Toffee states that he isn't done yet and summons Ushari who bites Emma and then Rikki who both struggle to stay up due to the poison. TOffee mentions that he had them distracted and had the snake bite the two in their weak spots, which he made metallic when brainwashing them and made a weak spot there for them to be bitten about
Cleo trys to stop Toffee, but Toffee manages to avoid the shot and knocks her over with his tail. He then impales Emma and Rikki with his tail in those weak spots and drops them down. Lewis tries to stop Toffee, but he is also impaled by Toffee in the head and then throws him to the side where Ibuki imaples him with the claw.
Toffee taunts Cleo that she is took weak to fight him alone despite her powers and decdies to kill her by having Ushari replicate the work he did to the other two. Thankfully Ford with Cricket and Louise stop Ushari from delivering the bite with a few whacks by a golf club.
Cleo wants to attack Toffee and uses her powers for it. Ushari attempts another bite but Marcy Wu pins him with her crossbow and Lincoln and Lydia arrive too which Toffee finds out is because of Lincoln's sense tingling
Toffee seems suprised that Lincoln could do just that. Ford, Lydia, Lincoln, Cricket, Louise and Marcy Wu are ambushed by the Geki Clan who Toffee sent to keep them distracted from the real plan. Cleo pretty much furious with Toffee uses her aerokienesis powers of water as she wanted to keep this power for the most drastic situations
Toffee is affected but he is still coming at her, he just struggles more until he summons Ibuki who sneaks up behind Cleo and grabs her, as well as tying her hands up to stop her powers. Toffee tells Cleo that she will never be able to stop him as she is timid, weak and foolish to think she could stop him alone, when he was able to off her friends. Toffee then impales Cleo with his tail to the shock of Lydia, Lincoln and Ford
Toffee then throws Cleo in the ocean as a way for her to go out. Lydia jumps into the ocean wanting to save Cleo which has Marcy, Ford and Lincoln try to stop her. Lincoln though decides to save her too. Ford calls Lincoln on making this dumb decision, but Lincoln tells ord he is not leaving Lydia like this, Ford states while noble this is a perfect opporunity for Toffee to kill them too.
Meanwhile in a secret lab, in a unknown location with a lot of experiments and operating tables, it turns out one of them is Cleo and she awakes.
Cleo wonders how she could be alive when she was impaled and a man introduces himself as The Thinker who explains that he found her on Mako Island and took her back to the lab. She was rather bloody due to the impale marks on her. Thinker states that he manages to use his technology wonders to bring back Cleo from the dead, Cleo asks that she really died
The Thinker states she did, but he manages to acquire the body while it was fresh and used scienice to ressurect and harvest life sources that he put in Cleo which brought her back from a more permanent demise. Cleo asks where the others saved as well
The Thinker states that Toffee killed her friends and they are deader than dead. He tells Cleo that he was a former scientist under Toffee who left him after learning of Toffee's real intentions. Cleo remembers that she was called weak by Toffee and that she wants to go after him now. Thinker points out that what got her killed in the first case, but he has another idea.
Cleo asks what does he have in mind, The Thinker states that he has power in mind, He offers Cleo more power for revenge from Toffee. The Thinker explains he got this from a contract containing a soul that was messed up in it's delivery with fathomable amounts of power.
Cleo asks, and Thinker explains that it was found by him and that he did what her friends didn't, He explains that her friends pretty much abadoned her after the impalement and shows her an image of Cleo being abadoned by her friends and that everyone just left her as she fell into the ocean. Cleo can't believe that her friends aren't that way
Thinker coutners that she was held back by her friends who ridculued her. Cleo states Lydia didn't or Lincoln didn't, they tried to save her. Thinker explains that they were the exceptions not the norm and that 2 of them can't be enough to show who's her real friends. Thinker reminds Cleo that he has an offer for the girl in the contract.
Thinker offers his deal to Cleo that he will use the contract soul to make her more powerful and able to get revenge on Toffee and prove her friends wrong. Cleo isn't interested in the power and refuses until The Thinker reveals he's aware of the glowing eyes she has that are on and off that something in her has been awakened.
Cleo asks what does The Thinker know and he reveals about the truth of Cleo's eye glow and that she has increible power within her, and it began to start to surface as a result. The making of an ocean mistress/master within her. Thinker states that Cleo was abadoned by her own friends, her best friends and boyfriend are dead. Thinker adds Cleo that being the good guy has been nothing but pain and boredom for her and she was told by Toffee that she was too weak to fight and kill him. Thinker tells Cleo is the reincarnation of the Ocean Mistess and she can stay the way she is, or embrace the darkness within her and become something new in her life.
Cleo after thinking out of everything, decides she has been a hero for a while but she's done with it after everything that has happened, she hates that her own friends betrayed and didn't save her and she's tired of feeling weak. Cleo agrees to The Thinker's deal and The Thinker takes out a syringe containing the soul contract of what he reveals is Cala Maria and inserts it into Cleo's arm and Cleo falls unconciouness as Thinker states sweet dreams to her and that Cleo in her unconsicusoness mind will begin to evolve and when she regains consciousness her transformation into The Ocean Mistress will be complete.
As Grodd tries to kill The Thinker, through the waves ocean torrent and emerges is Cleo now decked in purpe clothing, paler skin , a more adult face and now fiery red hair having awoken after compelteting her transformation
Grodd doesn't recongize Cleo and goes to attack but Cleo is ready and forms a double bladed icicile out of her own hands and impales Grodd straight out in the heart and then takes it out which causes Grodd to die and then washes out Grodd as a result. Cleo is amazed by her new powers and feels incredible
She finds a note from the Thinker, and it tells that she won't have her mermaid tail, but she still has her mermaid properties outside of that. Cleo takes her self to a gym, and is amazed by the new body Thinker's experiment has given her. She lifts weights finding her self unchallenged even by heavier ones realizing she has developed superhuman strength.
She leaves after a bit, fascianted with her new powers and she also tested her new water powers as well. Cleo feels alive, strong and beautiful and decides to take revenge on the Cult and decides she wants her former teammates must suffer for abandoning her and childing her as she raises her hand with water forming out of her hand.
Mama Beagle surived the fall and looks like she is ready to pounce the duo when she is smashed by a wave and Cleo emerges in there. Cleo asks if she is a Disney VIllain and Beagle confirms this so Cleo dashes at Mama Beagle and chokes her with her strength saying good that this will be a message to Toffee. Cleo then molds water and forces Mama Beagle to consume it then uses her Substanciakinesis to harden all the water in Mama Beagle to turn into a crystal and then shatters her with a single punch. Cleo seems more content and cofident realizing she now has both physical enhancements and merpeople enhancements and turns herself into water and she finds her next target.
Cleo emerges out of nowhere to Anti Cosmo, Bender, Grime, Lalo, Lisa and Sasha and she recongizes Grime, Lalo and Sasha. Sasha asks do they know who she is and Cleo states that Sasha was part of who put her away and now she's back for revenge
Bender is rightfully confused as is Anti Cosmo and Lisa. Cleo states that girl Toffee killed is gone and that a new girl has been born and she deems herself The Ocean Mistress which Lisa dubs is uncool for a name. Grime decides to just go for Cleo, but Cleo uses her new speed to avoid Grime and uses Atmokensis to electrocute Grime causes concern for Sasha. She then turns her attention to Lisa who she trys to use her gelid kensis on her which Anti Cosmo saves her from
Bender shoots her with his shotgun which sends her reelin but doesn't slow her, Lalo decides that he needs to make hast and warns the trio to do so. Sasha swing her hammer at Cleo who catches it with her hand and kicks Sasha in the chest and uses her wind powers to slam her into Grime. Cleo then decides to use Atmokensis to basically kill Grime and Sasha, Which Lisa says that she'll drown the citizens too, Cleo doesn't care, she must ensure cut down Toffee's forces any way possible.
Cleo is quick to notice as a result that her attempts on Sasha and Grime weren't so successful. She still doesn't feel that dettered as she has pretty much at established herself as capable and decides that will she will rename herself Cleopatra as that feels like a powerful name and takse a photo out and she states she will make sure that she gets back at Team Free Will for abaonding her, but says that Lydia, Lincoln, Sid, King will be spared as she knows Sid and King worked their butt off to help her and her friends and Lydia is still family to her and Lincoln at least tried to help save her.
She takes her leave after using her powers to stop the flood in Brighton. content that she has killed 3 members of the cult and fully ditching the innocence girl she was once was and accepting that she has become a new woman and her dark side as it's get results.
Chapter 8[]
Cleopatra is next seen at Mewni when she instigates an Attack on Amanda out of a more personal attack. While Cleopatra and Amanda don't defeat one another, the plan was really to put her away from the others. Cleopatra summons a Tower of Light to get some attention from the heroes

As the heroes go to the underworld, Cleopatra attacks them and fights nearly everyone in the group intending to get back for abadoning her. Ford does eventually chase her off though with Rick's help which causes her to flee.
Cleopatra shows up next to save Sid from Mandarin and she tells Sid everything she has uncovered. Cleopatra has no intent to hurt or kill Sid despite this and tells her what she accomplished, Sid and Cleo have an earnest conversation about what's going on and Cleopatra starts going into darker territory as she talks revealing that she wants Bill to come out in physical form so she can gun for him and Toffee and to kill them both once and for all
Sid is getting unnerved by how dark Cleo is talking when Lalo and The Gang Green Gang arrvie and tell Sid to get away from her. This annoys her and she tries to attack them, Lalo reveals that Cleo has turned to the dark side and clearly is out for Toffee not caring almost who she hurts.
Cleopatra wages her powers on Lalo and The Gang Green Gang, Sid agrees with Lalo and goes with them to get back to the heroes. Cleo frustrated decides to settle for the other Toffee allies in Pinstripe and Promethus where N-Tropy's traps them and she straight out kills both with her teleknesis.
Cleopatra then overhears N.Tropy's trapping of Lydia and Lincoln and she heads to the cabin after dissolving herself into water to find the area and using her powers She gets Lydia and Lincoln out as she doesn't want to hurt them either but is intent on screwing Crowley and Castiel
Cleo then turns Invisible as Weirdmagedon begins, knowing it was going to happen and biding her time.
Chapter 9[]
Cleopatra turn herself visble and sees Weirdmagedon. Satisfied her attempt to wait paid off, She decides to go after the hench maniacs of Toffee and Bill Cipher to stop the two from getting the jump on her.
Toffee encounters Cleopatra and they fight each other with Cleo out for revenge on Toffee for everything he done and start overpowering him as Toffee had planned.
Toffee is eventually taken out by Cleopatra and this is when he reveals his ace as Cleo wails on him and is just about ready to kill Toffee. Toffee reveals he has recorded everything and reveals to the multiverse that Cleo is the person reponsible for Weirdmagedon as she wanted this to happen and that Bill Cipher is free as a result. Toffee states he's the one who saving the multiverse and "banishs" Bill Cipher by attacking him. With herself being booed off and being treated like a priah, Cleopatra is lucid about Toffee still having the upper hand and that those words before being nearly killed come back to her, as why she overpowered him, she was played like a harpsicord by Toffee.
Cleopatra find Amanda and decides she'll do. Amanda questions Cleo on why and why turned against them. Cleo states that Amanda and co abadoned her and assuming immediatly she was dead without checking, Lydia and Lincoln at least tried to save her. Cleopatra does admit she does like the perks of villainy and her dark side as she feels more alive as a result. Amanda asks why did she come to this, Cleopatra states that people change and lives change. Cleopatra adds that her path brought her to embrace her dark side as she realized something dark was growing in her and decided to embrace it. Amanda asks if that's the way she wants to live life and Cleopatra counters this is Amanda so determined to be a heroine despite everything to happen too and this is how she wants to grow up.
Amanda admits the pain she has gone through but Cleo is using it in a unhealthy way and Cleo states that Amanda has no right to tell her that and prepares to attack
Amanda holds her hand and prepares to fight Cleopatra. The Two have a very intense fight as Amanda is using her battle skills and physical attributes against the Ocean Queen. Cleopatra meanwhile matches her strength and speed with her own and uses her water powers creatively to get around this. Amanda dodges Cleopatra's cyrokensis attempt and shatters her ice used on her with her fists which Cleopatra takes advnatage by using pyrokensis on her to distract her.
Amanda grabs Cleopatra and throws her into the ground between her thighs, Cleopatra uses Tower of light powers to get away as she turns into water and gets away from Amanda. Amanda covers her eyes and sees Cleopatra get away and she throws Sand at Cleopatra to stun her so she can slash Cleo with her sword. Cleopatra is send back and then uses her hydrokinesis to trap Amanda and then uses gelidkinesis to trap Amanda in gelatin and then Cleopatra proceeds to wail Amanda with her strength. and then using telekensis on Amanda to sent her flying.
Cleopatra approaches Amanda quickingly when Amanda decides to slash Cleopatra again with her blade and powerbombs Cleopatra. Amanda continunes beating down on Cleopatra by kicking her in the leg and then grabbing her and slamming her down from the air.
Amanda feels she won and tells Cleopatra to surrender, Cleopatra lifts her hand and starts putting Amanda in a strained position and Amanda feels her blood being maipulated learns that Cleopatra has become a blood bender and that is to her a real sign that Cleo has truly become a super villain. Cleopatra states she just learned this power and she states her possibilies are vast unlike Amanda's and that Cleopatra is now stronger than Amanda after being behind for a while, as she is now just as strong and fast as Amanda but also has powers which put Cleopatra above Amanda.
She realizes Amanda from her grasp and then creates an iccicle spear with her cyrokinesis and tells Amanda that Cleopatra wanted weirdmagedon to lure out Bill Cipher and Toffee for revenge. She tells Amanda that she also wanted to beat her which she finally did and now Cleopatra has won, it's time to keep it that and Cleopatra impales Amanda with the icicle and then hardens some water with substanciakniessis and stabs Amanda again with the hardened water crystal.
The Gang Green Gang finds Cleopatra and notice Amanda impaled body and they attack Cleopatra on Lalo's behalf with their weaponry. Cleopatra yawns and is unimpressed with this though the shots do annoy her and some do hit her torso. Cleopatra uses her Hyrdokinesis to trap the gang in water and then use her Hyrdo cyrokenesis to freeze them in place as she rips out Arturo and Grubber's hearts out with a single rip, She turns Big Billy into glass and shatters him. Ace and Snake try to continue to shoot Cleopatra and that's when Cleopatra bloodbends them and uses her lighting powers to finish them all.
Cleopatra senses Lydia, Lincoln and Sid are all heading after Toffee and decides to make sure the monsters and interdeminsoal demons don't go after them, As she so far proved she is suprerior to Amanda, and now to do the same to Toffee.
Chapter 10 (Last Chapter)[]
Cleopatra is satisfied with defeating Amanda proving she is indeed stronger than her, but is frustrated that Toffee set her up as a patsy for Weirdmagedon despite wanting it to begin.
Amanda finds Cleopatra and Cleopatra a bit shocked at Amanda's new physique realizes that the Amazons must have observed her and states if Amanda is looking for a rematch, she'll get it. Amanda accepts and the two face off once more. The two fight once more and they are more on even footing with each other, With Amanda using increased strength and speed to harm Cleo and attack her from up close andu uses her new sword to harm Cleo further. Cleopatra for her effort uses her water powers to keep Amanda at distance and to trap Amanda though Amanda does her use her superhuman powers to get around this
Cleopatra tries to use her bloodbending on Amanda and while Amanda is able to fight it off more efficently she is still sturgglign due to it, Amanda is saved by a fire blast on her revealed to be Lava Woman. Amanda works with Lava Woman to keep Cleopatra at bay and to stop her, While Lava Woman is more overpowered due to her fire vs water powers. This was enough for Amanda to get in and deliver the beatdown of her life on Cleopatra and then knocks her out.
Amanda calls up the authorities and tells Cleo she is exiled from Team Free Will for betraying them and that's she is going away for a long time. Lalo attempts to take out Cleopatra by aiming his gun at her head, knowing he needs to do there as he has seen movies, but Cleopatra in her last consciousness breath decides to kill Lalo for helping Toffee and to kill Ronnie Anne and Lava Woman for working with him by Freezing them alive.
Cleopatra is seen when the others are trying to bring Lincoln back to consciousness when Lydia sees her and they have a talk. Lydia is uncertain how to talk to her despite her betrayal and Amanda barring Cleo from Team Free WIll. Cleopatra starts the talk and tells Lydia she is very proud of Lydia for defeating Toffee and Bill Cipher and that she knew Lydia could do it. Lydia and Cleopatra talk about how their paths are going different ways and how will their relationship has irrevoably changed, Cleopatra who still cares about Lydia despite everything that happened says Lydia can visit her where she's held and they can catch up together. Even if they're enemies, they'll still be cordial and she wants to see Lydia's heroism be nutured
Cleopatra tries to encourage Lydia to tell Lincoln her feelings as it's clear that Lincoln helped Lydia save the day and Lydia tells Cleo eventually she will when she wants.
Team Free Will: Disassembled[]

Cleopatra evolves into one of the main villains and heavy of Team Free Will: Diassembled alongside Nolan Greyson/Omni Man. Cleopatra has been hardened, and has embraced her role as a villain realizing how great it feels to be bad. Cleopatra escapes prison have giving herself a temporary power and has a new goal in mind, regarding her hatred for humanity.
Something that Nolan Greyson is in agreeance with and offers her the way to these goals. With Cleo considering herself the messiah that will lead non humans into a new era, she agrees though she intend to keep her three true companions Lincoln, Lydia and Sid alive as well as her family. Though she singles the amazon Amanda for her hatred
Cleopatra serves as the villainous deuteragonist of the story to the more heroic ones in Larke Tanner and President Deathstroke.
Prologue[]
In A super powered Cell, Cleo is looking at the state of Loch Loud with some water and seem pleased at it’s restoration. She notes that Lydia saved Loch Loud and is proud of her friend for doing so. Cleo talks to herself and states that she hopes Lydia will be ready for her new plan as well as Lincoln and co. Continuing to talk to herself, she states that Lydia, Lincoln and Sid will be spared her wrath in this new plan.
She finds a blowfish and injects it’s toxins into her sea person like system to give herself temporary poison powers. Using the old wounded gazelle gambit, she tricks the guards to come to her cells and then poisons them with her hands with the blowfish in her veins. She sees the Bucket of water and turns herself into water to go down the drain as she heads to the exit.
Turning back into her humanoid form, she thinks about what she saw during her imprisonment. She saw humans damaging the environment, hurting animals, poisoning sea life and she read their thoughts all the while sensing their pain. Cleo comes to a realization that most humans need to perish or at least be ruled over. This is something that is agreed upon by Nolan Greyson who arrives as he is writing about her escape. Cleo questions him on this when she thinks he’s human. Nolan reveals he’s a Virtumite an alien he just looks human and his alias as Omni Man. Agreeing with her idea regarding humans, Nolan reveals he’s building a plan to do just that though they will need humans to do so despite their indifference though it‘s for pragmatic approach. Cleo is offered the chance to lead them into a new resistance with them on top and this offer is accepted by Cleo.
Cleo sees her plan to save the wildlife from the evil of humanity apart from the worthy beginning to take hold.
Chapter 1[]
Cleo observing the white house and the president getting her former team to work alongside him. Realizing this it is about time to make her self known to her friends, she decides to make a few surpise enterances on them as she leaves.
She emerging out of a pool of water to see both Amanda and Ibuki who are ready to engage. Cleo and Amanda both exchange a dull hello and Amanda tries to weasel what is Cleo really up to? Cleo states that nothing in the long term so far ,she just came with a plan of her own and that is will change the world as they know it. Amanda asks for her?, Cleo states for the wildlife, for the animals of land and sea and also for anyone who isn't human
Ibuki isn't convinced and goes for a straight attack, when Cleo vanishes turning herself into water to disasppear and Cleo emerges as and uses her pyrokensisi to trap Ibuki and then creates a water bomb and tosses it at Ibuki. Amanda strikes at her and Cleo states that she managed to find and learn more techniques with water in her time in prison and asks what Amanda learned in her last encounter, Amanda states not to trust crazy people who believe they're doing what's best.
Cleo then uses her wind water powers to knock her over and states that she isn't nuts, she has seen things and according to her she's doing what's best and Amanda being now an amazon and not human will eventually come to it as she leaves.
Taking offense to being crazy, she knows Amanda will never get it and that it's not her fault that Amanda lacks a vision. She follows the team to Austraila and this is when She encounters Sid, King and Eclpisa
Unlike the Amanda encounter, she is more civil and polite with them. Cleo states she's not interesting in fighting her friend Sid. This confuses her considering what she heard. Cleo has a polite chat with Sid and King asking them how the pets are doing, and how's Lincoln and Sid gives her answers to that. When Sid asks Cleo about her real plans, Eclpisa learns that Cleo is being vague and that she intends to spare Lincoln, Sid and Lydia from her plans once they reach fruition and that what she will do will be noticeable and will save the mutiverse. As she says, she has King in her hands, storking him gently and fondly.
As Eclpisa calls this as bull, King is still being stroked like a cat by Cleo as she states that her plans is only for humans and that she is telling the truth as she raspberries King on the belly. After Cleo warns Sid not to go too far into the operation as her allies will lack her loyalty and care for the Chang kid. Cleo hands King back to Sid, and gives her the blow fish to look after it for her as she leaves.
Cleo returns back to Nolan and this is when their agents tell them that team is going to Chicago, Illnois. Cleo sends them to go tail them as the first component of their plan is around there, She also orders Nolan to keep an eye on them and that Omni Man must be ready for anything.
While just about everyone is engaging against the spies, agents and Omni Man. Cleo manages to acquire an mystical stone that she itends to use. She takes out a nano gauntlet and attaches to the gauntlet. Testing the stone, she uses on the polluted waters near a factory and this brings the water back to it's clean purity and she sees wild life flourish. Cleo seems satsifed with this test drive and puts the Nano Gauntlet away intending to collect the other 5 to complete it. SHe feels the appreciation of the wild life for her efffort as she leaves. She also thanks Mr.X who observes it for finding it for her.
She pulls a tracker of her own and it's revealed she turned the 1st bug on Team Free Will by planting it on Amanda.
Chapter 2[]
Placing the 1st Gem in her nano Gauntlet, Cleo decides to put a track on the 2nd gem which she receieves from Mr.X and The Millers before the Millers set off for their own mission at the behest of their co-worker Odalia.
Cleo learns that the group have headed off to The White House, Realizing the president is on this and that she has an idea who it is. She decides to pay her friends a visit as a result and turns herself into water to travel there
She arrives at the white house as both Lincoln and Lydia are talking about matters, with Lydia holding up her gauntlet to protect Lincoln in case, Cleo arrives and break one of Deathstroke's men neck with a simple snap. Lydia still having the gaunlet up asks Cleo what she wants.
Cleo states she just wants to talk to them and see how they're doing. The two answer honesty and ask what she is planning or intending to do . Cleo explains honesty, that she is trying to change the multiverse for the better. Lincoln adds does breaking someone's neck count?, Cleo states that it's a necessary death, for what she has in mind. Lincoln and Lydia both question Cleo on this, though all Cleo states is the two have nothing to worry about, as they are safe from her.
Cleo is at least aplogotic about Lincoln's scaring in Loch Loud and proud that Lincoln and Lydia both stopped Morag. She never would have done that to them despite everything, she is quick to notice the two are holding each other's hand and asks did they do you know. Lincoln is quick to dodge as Lydia does and state that they've been helping each other. Cleo rolls her eyes a bit annoyed at this, She takes her leave but tells them that M.A.L.I.C.E is not a group she works with happingly it's just a means to an end. She is however attacked by Truman who suspected that the two were getting trapped by her though she isn't fazed and shoots a water jet at the kid just rolling her eyes as she takes her leave
Omni Man asks if Cleo said anything about the gauntlet and Cleo states Team Free Will is not aware of the Nano Gauntlet being in her posession though she suspects Lydia knows about the Nano Gauntlet and told them. When Questioned, Lydia did hold up the gauntlet on her in turn. Nolan notting this asks how would this kid know and suspects she is the masked heroine he is after. Cleo deflects this stating they just know each other and states that Sweet Pete was how Cleo herself knew of the Nano Gauntlet.
It turn that Dreamland is this location and she encounters Amanda, Ibuki, Molly and Scratch manage to get the people fighting against M.A.L.I.C.E, this is when the four find Cleo again who fights them once again. After a short fight with them, with Molly trying to befriend Cleo
Cleo and Amanda both decide to fight for themselves somewhere private and their fight ends in a stalemate. Cleo tells Amanda she wasn't trying to go for the kill and states Amanda will see things her way about humanity and how both of them are beyond humanity. Amanda asks then why she didn't kill Molly, Cleo admits there is something endearing about the girl like herself. Amanda states she will kill Cleo, unlike Cleo's not trying to. Cleo sends her back with a powerful wave telling her that sooner or later she'll realize she's right about humanity and leaves and that M.A.L.I.C.E is a means to an end.
Cleo finds the 2nd gem with this decision and places the gem in the Nano Gauntlet. Upon being asked by Odival about why Cleo just doesn't use them against the team. Cleo tells him that she is not going to use them until she acquires all 6 as she needs to be able to take their full use of power and constant use of them will weaken her without proper recovery.
Chapter 3[]
Admiring her two gems, The Reality and Mind Gem. Cleo is amazed at how strong she is becoming and how she will ultiamely change the multiverse. She though doesn't know where the other gems and decide to try and assess their powers to find them. Cleo doesn't succeed but is aware of Lydia having the Gauntler and she knows the stones power will cause a sesmitc energy wave if used.
This is proven right when this indeed happens and running a scan, Cleo finds out in Amphibia and takes some of the agents with her as well as Omni Man
Cleo arrives and uses the Mind Gem and controls Amanda on spot. She interogrates Amanda on what she is doing in regards to the stones and control , she proves Amanda wrong on only Lydia knowing how to use the stones by showing her the Reality and Mind Gem and is using the latter on her. Amanda calls Cleo for wanting power and Cleo admits the power is nice and that she can use it to end trouble for the non human specices.
Amanda states she's insane and Cleo states is she? Cleo uses her powers to force Amanda to see what she saw, she refers to the castrophic events she has seen humanity do, the polltuing, the greed. Cleo lectures to Amanda that humanity for all it's dominace is the root of the world and multiverse's problems and must be culled. Amanda states she isn't wrong but killing off humanity isn't the solution, she believes in good humans. Cleo then strikes Amanda with her lighting powers and tells her that she knows there are and she will choose who lives and who dies. Amanda does manage to hurt Cleo with a deveasting punch to the ribs, Cleo then uses her Gelatin water powers to keep in place before leaving stating she already is this powerful and imagine how strong she will be upon completeing the gauntlet.
Amanda then calls out Lydia has the stones and can stop Cleo, and if Cleo cares so much about her. Why is she siding with Omni Man?, Cleo states that Nolan can give her what she wants.
Post Haste, Cleo manages to locate Hilda, Lincoln and Lydia with Omni Man who pins them down.
Cleo tries to get the location of the 3rd gem out of her. Lydia states she has no idea, and she doesn't even know about the gems. Cleo states that Lydia is lying in the gem knowledge.
After Lydia uses the power stone on Nolan and starts fighting him in her alias as Lincoln and Hilda both pursue Cleo to try and stop her from getting another gem.
Lincoln and Hilda find Cleo and Hilda finds the gem before the other two and tries to pass it to Lincoln, Cleo makes a water tentacle appear and grab Hilda from the behind. Lincoln gets her out of danger and then uses some jello packets he had to stop Cleo's Water tentacle. Professor Marmlade stops Lincoln from going any further and Hilda has to save him.
Cleo finds Hilda coming after her and she completely overpowers Hilda phsyically and then uses her water powers to dipose of HIlda despite getting some cuts on Cleo. She grabs the gem and puts on her gauntlet and then walks away.
Back in the lair, Cleo looks at the 3rd gem with amazement again and Sweet Pete also admires the 3rd gem that Cleo managed to find and boasts if Cleo can find the other gems, she'll be unstoppable and will lead them into a new age. Cleo agrees and states she is 50% of the way to her goal where she will start a new age where she is the queen ruling over a cleaner, safer world and without much in the way of humanity.
The Millers report to Cleo their own encounter in Amphibia and what they did like Cleo. The Millers suspect that Team Free Will is more than up to something and Jeff suspects that Truman and Larke must have been bugged something in case S.U.S.P.E.N.S.E and M.A.L.I.C.E go somewhere. They feel maybe someone family related.
Cleopatra gets to thinking as a result and immedatly states she is going to make a visit.
Chapter 4[]
Cleo begins to grow suspcious and she realizes that someone is on them and realizes her sister has been helping the heroes and pays her a visit. Cleo visits her folks as well and after reuniting with her folks and talking to Kim about what happened. Cleo tries to get info out of Kim as she figures out that people bugged the house in case she came and she decides to take an opporunity to check Kim's phone calls and realizing she was keeping tabs on the gems for Lydia and Lincoln.
Cleo realized her sister is working against her, decides to leave her unharmed and tells her that she can't keep protecting her from M.A.L.I.C.E as they will target her
Cleo also takes some notes of her own and brings them to the group about the Soul Gem, she realizes she needs to safrice someone she cares about to get and she refuses to such a thing. Except she is unaware that she was set up by the leader of M.A.L.I.C.E, the Smoking Man. Cleo and Nolan find out about what happened to her family and she leaves and learn they were killed and her sister is nearing death, Cleo decides she must use her powers to save her sister
Mr X, Mrs. X. Ford, Deathstroke, Amanda, Captain Hero, Eclpisa, Tweety and Sylvester allopen the room and they see Cleo and Kim who Cleo is trying to find some way to cure them and she notes all the heroes are gunning for her. Scratch sneaks up without Cleo's knowledge and decides to observe what Cleo is doing to Kim.
Cleo is quick to notice this and asks what the hell are they doing here. Ford and Amanda both take the lead and try to calm her down saying they are here to help her with Kim. Deathstroke advices the two to keep their heads up as Cleo may be dangerous. Cleo states she can do this herself and uses her own powers to attack the others and that she doesn't need them.
Captain Hero decides she is up to no good and attacks Cleo forcing her to stop whatever she is doing exactly. Amanda decides to fight too to try and stop this as the three fight between each other. Cleo uses her own powers and the Reality, Space and Mind Gems on them though Amanda and Captain Hero use their powers and abilties to keep up
Cleo leaves afterwards, angered at their attempt to stop her sister from being saved. It's revealed she was using trans-mutation powers on Kim to both save her and to keep from benig snapped out of exixtence by her when she gets the gems. She learns M.A.L.I.C.E lost the gem and she isn't pleased. Though The Smoking Man arrives and gaslights her in that this what humanity does to people and that the best way to have them follow her in the event they are not wiped out is to make an example of them. Cleo agrees and The Smoking Man states to go on and show them what she is made of and Cleo goes.
Chapter 5[]
Cleo who reports that it looks like the heroes led her to the Time Gem, she may down be 1 gem but she still has 3 to their 1. Cleo does admit to herself that Hilda, Eclpisa and Amanda do seem suspcious though. Though she doesn't have much to worry about consdering things
As the others pick up the gem they hear the slow clap from Cleo and state thanks for bringing the gem for her. Hilda unsuspried states how cliche is this, Cleo agrees with this and states that now she will be taking the gem for herself and the Nano Gauntlet. Amanda states she won't let this and she'll do so without those fancy gems. Eclpisa, Ibuki and Hilda back her up and Cleo states fine she'll do without her gems.
The 4 and Cleo fight each other with them and Cleo was using her own powers and hand to hand combat to keep the pace up. Eclpisa's magic gives her an edge and helps deal with Cleo's powers from hurting the others. Cleo notices and Using water crystals to shatter the others and cause bleeding to esnure Eclpisa can't keep saving them. Hilda and Ibuki both manage to deliver some hard hits of their own on Cleo despite Cleo's power advantage. Cleo does blow them away though Amanda holds her down to prevent this. Cleo then throws water in Amanda's face and then uses her water powers to conceal her in gelatin, though Amanda shows it doesn't work twice and Eclpisa blasts Cleo afterwards and Amanda throws the gelatin back at Cleo.
Hilda slashes Cleo's arm and Ibuki uses her ninja tools to keep her distracting from them as she does bleed a bit. Cleo then creates a power wave and hits Amanda, Ibuki and Hilda with it and then uses some ice powers to freeze them in place and deicdes to take the gem deceiding on her winning.
Eclpisa has a plan of her own and as Cleo walks up, Selina knocks into her by accident and apologizes. Cleo accepts it without trouble knowing it was an accident and then disappears. HIlda and Eclpisa meet back with Selina and Bruce after freeing the former and they present the real Reality Gem. Eclpisa used some illusion magic to trick Cleo, Ibuki and Amanda seem surprsied that that worked and Eclpisa was hiding this plan.
CSM sends the Mind Flayed to the hopsital that Marcus was dropped and has it take control of him and then CSM uses the Mind Flayed to enter a portal to start the protocol he has in mind. Nolan and Cleo aren't pleased with this as Nolan considers it barbaric and Cleo states that's her friend's frined. CSM tells Cleo to get over it and that her brace faced friend is good as gone especially that her alias will be undercovered thanks to what he found out and that Team Free Will will face more consquences that housing her.
Nolan puts two and two together and despite the fact he has Lydia dead to rights, he is heisstant to go public with this despite his publcity. Nolan states he can't risk making Ford angry with him and while he can expose the only person who can overpower the Virtumites, would it be worth to hurt his old friend?. Cleo notices and states it's his call and that she wouldn't in his shoes, Nolan states his boss would want her dead or tormented, as he told him that he could get Lydil working with him
CSM states that he would do it no problem and Nolan states that of course SMoking Man would as people like him make Nolan state why he needs to have Virtumites rule over and he needs to speed up this plan to stop the heroes, but also CSM.
Cleo rolls her eyes and realizes now that the odds are becoming not to much in their favor and that she needs to pull a gambit to secure their gems and the sixth gem. With Mr.X's trachery, Cleo points that it's gotten harder as he knows about CSM.
Chapter 6[]
Malestorm, THe Millers, The Ys, Sweet Pete, Steelbeak, Archdruidness and Mina all meet up and reveal that the plan has gone accordingly. The federation belives they are the aliens and that can just swoop in for that last to Nolan, CSM and Cleo respectively. Cleo states her plan is about to go accordingly, Nolan states to remember to let the Vritumites invade, which she agrees to. CSM mocks this view as being pathethic it doesn't matter about fish girls or aliens it's about him ceasing control with his designs and that he has the alien life forms put the attack on and tell them that Nolan and Cleo are both there and even thought they represent M.A.L.I.C.E he wants them weakned so he can put his own plans into use.
As Amanda, Luz, Anne, Molly, Scratch, Sylvester, Ibuki, Bruce, Selina, Truman, Kim, Eclpisa and Betty all continue fighting off the alien invaders, Cleo makes her entrance and while slaughtering agents with neck breaks, she heads to acquire the Power Gem. Amanda spots this and runs after her
Ford and Nolan continue their own personal battle of brain vs brawn and it goes to a head when Ford finally gets a shot with his sound weapon on NOlan and then attacks Nolan to go get the others as Amanda tells him that Cleo is going to get the Power Gem. Ford heads off but Nolan grabs him saying that this isn't done yet and the two continue to fight
Amanda goes chasing after Cleo and Truman, Luz, HIlda and Anne are all joining Amanda in the chase respectfully and using short cuts to find their way around to the Power Gem which Amanda manages to grab first at is content that they now have 3 gems. Hilda and Anne try to warn Amanda about Cleo on her way. But Cleo just shuts them up letting Luz and Truman attempting to attack her. Paying them no mind, she just walks and strangles Amanda with her hand into dropping the gems. Amanda tries to get the 3 back but Cleo has her tied down with water tenatacles and now with all 6 gems in her hand she can do what she has always intended, thanking Amanda for just giving them to her
Amanda mopes blaming herself for this which Truman is harsh on her for just screwing around as is Hilda who wasn't amused either and tried to warn her. Amanda states that they don't have to rub it in. Anne states then they will just have to get Ford and tell him what happened which Amanda sighs realizing she made the screw up unknowingly.
With Cleo now having the gems, she puts them in her Nano Gauntlet and then snaps her fingers immediatly and this is allows the alien lifeforms to start invading as the humans are disappearing from the multiverse that aren't protected by the heroes.
Cleo is satsifed for the most part herself having done her deed and as she observes the wild life return and notices all the healthy ocean water and animals who she strokes affectionally saying humanity can't hurt them anymore and they will be under her watch. Mina arrives saying can she use the Gems because she has someone she wants to kill Cleo denies Mina as that;s a dumb reason to use all six sgems and they're dangerous to use even though Amanda to her is nuts
Chapter 7[]
There is little time to celebrate as Nolan did some recongizance and learned some of the team is alive. Cleo and the others realize that Lydia must have protected them with the stones and that the villains recongize they havn't succeeded with the team around namely Lydes.
Nolan and Cleo both decicde to to get to work despite what Nolan being worried she used plenty of her strength with the snap. Cleo insists she is fine as does CSM who sends off M.A.L.I.C.E
Cleo reports back that Ford and Amanda are going for their own apporach as well and she will take the spies. Nolan knows he asked her the question and asks again, Cleo states she may not have as much power but she is still powerful enough to fight off the oppositon and that the gems are with her and she'll pull them when she recovers her health.
Amanda, Kim and Anne all manage to celebrate that took out all the members of M.A.L.I.C.E, Though Ford warns them that it's ain't over and Deathstroke as well as Mike say there is still Cleo to deal with
Cleo then arrives on the three and uses her water powers to attack them. Kim manages to get Amanda and Anne saved with her plant powers. Cleo is pleased that it seems her plans worked and that she seems alive. Kim and Amanda both try to talk down Cleo and to realize she's gone too far.
Cleo admits she knows she did, but felt it was the only way and shows the three that she has managed to improve the multiverse. Showing what she had done, she shows more thriving environments, clean water and fresh air. Cleo states this is what she has done she has saved the environment and that humans were the problem
Anne doesn't deny that they have caused problems, but states they can change. Cleo states that is true but people are so obessed in money, construction and business. She has made it so people can have that controled. Kim tells her sister that as right as she is, it doesn't excuse getting rid of humans over this. Cleo states that she didn't get rid of all them, Lydia is here as is Sid and Lincoln and she sepctuatles Lydia protected her friends with the stones
Amanda says and Cleo has a problem with that. Cleo states she doesn't she knew this would happen. Amanda states that she is clearly not as powerful as she thinks, She is weakened by the gems's use.
Cleo states she doesn't need the gems and can beat them. The three fight Cleo
Kim uses her environmental powers to fight Cleo and cause a stalemate with her as Cleo's water powers are overwhemlingly powerful, though Kim is able to counter with plant powers to put a damper on this. Amanda and Anne get close up to Cleo and attack her up close. Cleo's use of the Gems has indeed weakened her though she can still put a fight.
Amanda and Anne both are managing to put Cleo on the back burner and Amanda managing to finally best her with Anne backing her up and Kim uses her plant powers to trap Cleo's body and then the three decide they need to keep her down
Lincoln, Lydia, Luz, Bruce, Larke, Sid, Mark, Truman, HIlda and Deathstroke all get back together respectufly and approach Anne, Kim and Amanda as they have Cleo all pinned down.
The whole crew exchange their own ends respectfully. Deathstroke asks about Nolan and Mark says that Ford must have found him. Lincoln, Lydia, Luz, Bruce, Larke, Truman and Hilda mention that the Mind Flayer was what stopped Nolan like it was to kill the man.
Deathstroke confused a bit asks why Nolan would be attacked if M.A.L.I.C.E has connection to the Flayer. He then realizes the leader of M.A.L.I.C.E wants to cut off loose ends to anyone.
Cleo states that the man is dangerous and he blackmailed both her and Nolan. He tricked Cleo into sparing him and she just put this together.
Cleo wants to stop CSM herself but the heroes tell her that she is crazy to think she can do so. Cleo then uses the gems to hand them all off saying she has to stop him. Lydia, Lincoln, Anne, Luz and Hilda all use the stones to fight Cleo and Kim deicdes she needs to help and engages with them.
Cleo does have the upperhand on the six though she is trying to make sure her attacks are non lethal unwilling to hurt Lincoln or Lydia. Luz and Hilda use their stones of Time and Reality to keep Cleo in place and Anne uses the Power Stone to lay some hurt on her while Lydia and Lincoln use the Mind and SOul Stone to stop Cleo while KIm is holding her off with her powers. Cleo is struggling to deal with them though does use her water powers to basically just get them all her. As the six look concerned
Nolan and Cleo both look horrifed of what CSM did in regards to people and Nolan more so about his own people being used as Slaves of the Mind Flayer. Mulder and Scully confirm this as they have been tracking this as well.
Nolan decides to screw this and go against his boss and work with Lincoln, Lydia, Ford, Anne, Luz, Kim, Truman, Larke, Bruce, Amanda, Mulder and Scully to stop it. Cleo states she still has some power in her and she might as well use it for good. Though the others feel what she did won't make up for what she did. Cleo states then she at least won't go out a monster.
With Lydia, Lincoln, Ford, Amanda, Anne, Luz, Sid, Lisa, Hilda, Truman, Bruce, Larke, Mulder, Scully, Jauna, Nolan and Cleo all together they all put a plan to overcome the Mind Flayer and for the heroes to save Team Free WIll and Nolan to save his race.
Anne, Luz, Amanda and Cleo all head to the center of the vine system where the Mind Flayer is protecting itself with a defense mechanism. They all deduct they will have to burn it down with fire and allows The Mind Flayer to divert it's attack
Luz and Cleo both have fire ready to go as Anne and Amanda are ready to use some flamed weapons of their own so they can put the roast on the parts of the Mind Flayer in front of them. This is what makes them question how much of the Flayer exists
WIth Larke getting in touch with Amanda, Cleo, Anne and Luz and telling them to get the next part going.
Amanda, Cleo, Anne and Luz all agree and they set the entire vine and spore system on fire to let the others though some of the toxic spores to get into Anne and Amanda which leads to Cleo and Luz both going to save them as they lighting up the rest of the spores that are coming at them as the rest can get through the tunnels without a problem
Amanda, Cleo, Truman, Ford, Nolan, Scully, Mulder, Luz, Anne, Larke, Bruce and Kim all get to the center and they notice Lincoln, Hilda and Jauna pulling on the rope as Lydia is dealing with the Mind Flayer. Amanda and Cleo are questioning this move as the six stones being used at once will kill Lydia and that they're allowing her to die
The others disagree with this, and Amanda and Cleo decide they need to save Lydia and go on anyway despite Linc's protests that he needs to do so.
Lydia is tuckered out from her long fight with the Mind Flayer and she remembers she just has 3 minutes left before she tells Lincoln, Jauna and Hilda to pull her out. However this is Amanda and Cleo show up and tell her to stop being crazy and think she can take this her self.
Amanda asks Lydia for the Stones and Gauntlet as she is going to bring this thing down herself and Cleo takes the Nano Gauntler and the Gems. Lydia states do they know what's going to happen, Amanda they both do and don't want Lydia throwing away her life. If there is one thing that can agree as Cleo puts it they both can say they care about her and will put everything aside and if she can do this she can bring everyone back and kill this being and Amanda agrees as they both snap their fingers to use the Infinity Stones and Gems respectfully.
Epilogue[]
Cleo's corpse is found by the heroes and they realize that despite everything done, they need to bury her and Amanda's corpse in peace. As despite what she did, Cleopatra decided to make things right and killed herself alongside Amanda to save the multiverse and bring the people she snapped out of exitence.
Everyone makes a funeral for Cleo Setori and Amanda Payne and bury the bodies in a cemetery with Team Free Will and it's other members being present for this and giving eulogies to them. Lydia is the only one who doesn't due to be in catatontic shock and showing a blank face of sadness trying to process see Cleo kill herself in front of her.
Despite this, Lydia honors Cleo in passing at the New Hampshire cabin with Lincoln afterwards.
Allies and enemies[]
Friends: Emma, Rikki, Lydia, Lincoln Loud, Sid Chang, King, Omni Man, Amanda Payne, Ford Pines, Lisa Loud, Sid Chang, Larke Tanner, Bruce Wayne, Luz Noceda, Anne Boonchuy
Enemies: Eobard Thawne, The Joker, Toffee, Bill Cipher, The Legion of Past, Present and Future Evil, The Wierdmageon Cult, Amanda Payne,Lori Loud, Leni Loud, Luna Loud, Luan Loud, Lynn Loud JR, Lucy Loud, Lana Loud, Lola Loud, Lisa Loud, Bender, Skipper, Rick Sanchez, Twilight Sparkle, Discord, Marcus, Slade Wilson, Anti Cosmo, Ronnie Anne Sandigo, Castiel, Sprig Plantar, Marcy Wu, Eda Clawthrone, Cricket Green, The Smoking Man (Despite being M.A.L.I.C.E's Leader), Dr.N Tropy (Gaslighter and manipluator), M.A.L.I.C.E, The Mind Flayer
Relationships[]
Lydia[]
Cleo's closest friend and she treats like her little sister due to troublematic relationship with her own sister, she is caring and looks out for her. Even after turning on the team, she stills loves and cares about Lydia like family to her.
Amanda Payne[]
Cleo's former close friend who she was like sisters too as well as with Lydia as well. While intially close, some cracks began showing over the course of Return of the Weirdmagedon Cult and while Cleo tried to stop these cracks from getting too big, Eventually the cracks just snapped and Cleo turned against her friends and became evil
Cleo and Amanda's relationship was in shambles by the end of the story as Amanda became a true heroine while Cleo embraced the darkness within herself to evolve into a super villain. Cleo especially targeted Amanda under the resentment she tried to bottle up and she went after Amanda in particular. She eventually nearly killed Amanda and felt great she had surpassed Amanda in strength and she nearly kills Amanda like Toffee did to her. She was eventually stopped by Amanda at her full potential. For once they were close like sibling they became hated enemies by the end/
Lincoln Loud[]
Similar to Lydia, Lincoln is close friends with Cleo and is still considered a friend by her at the end despite her turn.
Toffee[]
Cleo's most hated enemy is Toffee as he took control of her friends and then eventually murdered them and Cleo herself. His actions was led her to become a villain and Cleo set revenge on him as well as her friends. Despite her hatred for Toffee, Cleo herself became exactly like Toffee being corrupted by her hatred and transformed into her own antithesis cold, calculating, ruthless, powerful and willing to harm innocents while embracing this darkness within her.