Hey guys! Been a while! So, I wanted to write some more. I figured I hadn't done any OC stuff for a long time, and I thought this up. Anyway, this story takes place just a bit after season 3 ends. There are some things that mayto iffy to fans, but I intend to balance them. Anywhoooos, enjoy!

Leoni sat on a park bench at his high school, watching his classmates file out of the school to enjoy the weekend. They talked of going to Karaoke, eating at a nice place, or maybe just watching a movie. But Leoni would spend his weekend by himself. Again. He had kept track of how many times he had gone with any friends to do something. Twice. Both in 6th grade. Ever since then, his parents had been too concerned with work to care. They were overseas for a few years, so Leoni couldn't even talk to the people who were supposed to help him grow up.

This would be the last time he would be spending this time alone, however. Or so he hoped. He was transferring to a new school within the next day. Supposedly, up until a few years ago, the school was all girls. Girls generally didn't spend time with Leoni. Not because he was gross, ugly, or rude, he just wasn't confident enough in himself to talk to them. He usually just stayed at his desk, doing his homework, or listening to music.

In 18 years, Leoni spent time with almost no one. He wasn't fat, a pervert, or anything. It was just a combination of being not confident, and was too concerned with other things. Leoni stood up, picking up his bag with his computer and school supplies in it. As he walked toward his house for the final time, he looked back, shook his head, and continued walking.

Two days later, Leoni finished unpacking at his new home. It was pretty luxurious, considering he paid for it himself. He looked out the window at the nearby Academy that would soon be a new start for him. He actually smiled, and fell onto his back, on his new bed.

"Hopefully, I can actually work up the balls to meet someone, instead of being a lonely weirdo…" He sighed.

Day one of school came, and Leoni actually felt...excited. For once, he was thrilled to meet new people! He donned his uniform, which complimented his black, spiked hair. (Think Cloud from advent Children.) He gathered his things quickly, and bolted out the door.

In class, as he knew it would happen, Leoni was introduced to the class up front. The teacher smiled.

"Go ahead, Leoni."

Leoni took a deep breath, smiling genuinely. "My name is Leoni Schmitt. I transferred here from Yukinari Academy. Thank you so much for having me here." He gave a smile.

To his surprise, the girls, besides a few, swooned.

"He's so nice!" One pointed out.

"Pretty hot, too!" another gossiped

"And for once, we all have a shot at him because he's in our class!" Another one schemed.

"Plus, he doesn't seem like a perv…" Yet another silently rejoiced.

The teacher smiled at Leoni, and gestured to a seat. "Go ahead and take a seat in the back row by Issei?"

Leoni swore he could've heard dreams shattering like glass in the ladies hearts.

"No! He'll get infected by perviness!" One panicked.

The boy, apparently named Issei, became irritated. "Shut up, alright!? Jeez, it's not like I'm that terrible!"

Leoni laughed a little, and took his seat. The teacher blushed a little, as she was embarrassed. "So...I'm a bit embarrassed...the school board hasn't given me a lesson plan for today, so, I suppose we'll have a free day. Just don't go nuts, alright?"

All the students cheered. The teacher freaked out a little. "No! C-Calm down!"

All the students began talking, or playing games. Leoni wasn't sure what to do. So, he tapped on the boy's shoulder. He turned around.

"Hey...I'm Leoni. Pleasure to meet you, man." Leoni greeted him, slightly nervous.

To his delight, Issei smiled, and fully turned in his chair. "Nice to meet ya! I'm Issei."

A few girls came over to talk with Issei.

A girl with golden yellow hair smiled sweetly. "Oh! Your name is Leoni, right? My name is Asia Argento!"

A woman with orange-ish hair became excited. "I'm Irina! Good to have somebody new here!"

And finally a woman with blue hair introduced herself. "I am Xenovia Quarta. It is a pleasure."

Leoni blinked a couple times. "Well...yeah! Good to meet you all."

Issei turned to the girls. "So, what's up?"

Xenovia spoke up. "Well, Rias wanted us to spar during club time today."

Issei got pumped. "Yes!"

Leoni got curious. "Spar? Club?"

Issei responded. "Oh, that's right. Forgot you're new. We're part of the Occult Research Club."

Leoni was still confused. "...And you spar…?"

Issei and Xenovia got an 'Oh Crap' look.

Leoni laughed. "Just kidding. What you guys do is your business."

Issei silently rejoiced. "Y-Yeah…"

Leoni was still iffy on Issei's answer. But, he needed to keep up his martial arts, so maybe…

"...Would you mind if I joined you?" Leoni asked.

All 4 of them looked at each other.

Asia spoke up. "That might not be the best idea…"

Leoni joked a little. "What, are you saying I'm weak?"

Asia thankfully caught on, laughing a little. "No, no, not at all. But it is a club thing."

Leoni laughed. "Alright, alright. No biggy."

The group laughed together. And for the first time, Leoni felt accepted. After school, the group talked again, making plans to go get something to eat the next day. They headed off to spar, and Leoni planned to head home. As he gathered his things, he decided there was no harm in just watching the sparring. He would go ask Issei if it was okay to watch. He found the club directory, and found the correct building. He headed over, pretty excited. But upon seeing them, he saw something incredible. Almost horrifying.

Issei faced Kiba, and engaged his sacred gear. "Balance Breaker! Scale Mail!"

Armor formed on his body, shimmering red, with green jewels. Leoni fell backwards, in disbelief. He got up, and hurried into a nearby bush area. The boy on the other side wielded a full on sword. A woman with blazing crimson hair stepped forward.

"As much as I'm thankful Issei saved me, we need to be ready for any more attacks from Loki."

Leoni was listening, but was completely stunned. Loki? A norse god? There was no way.

The woman spoke again. "Loki took control of my emotions, and manipulated my feelings for Issei. We need to improve our reaction time."

Leoni couldn't help but back up, a bit frightened when the woman used a sort of circle to summon a small….what looked like a bat. The bat then became a woman before his very eyes.

"Would you pass out flyers while we train?"

The bat woman nodded, disappearing.

Leoni took a step to get away, and just go to sleep at home. However, he forgot where he was. He heard a snap, and apparently, so did the others.

A black haired woman smiled. "Oh my! Looks like we have a mouse in our mix!"

Leoni didn't know what to do. So he did the only think his cowardly self could think of.

He ran. And he ran fast.

Issei looked in that direction. "Wait, is that leoni!?"

The black haired woman suddenly appeared in front of Leoni from another circle. For some reason, her smile was the least settling thing. Leoni fell over, scurrying to get away. The woman just continued to block him every way he went. He began to hard core panic.

"Just don't kill me, please! I won't say anything, just don't hurt me!" He yelled.

The woman just looked at leoni. "Well, I wasn't planning to. Just tell us what you're doing here."

"Issei and Xenovia mentioned the club, and I came to check it out! I'm sorry!"

The woman sighed. "Rias, I told you it was a bad idea to practice here."

Rias sighed. "I thought it would be easier, but apparently not…sorry, Akeno."

Leoni was scared to death, and tried to crawl away. Akeno again stopped him.

"Why can't I just go home and go to bed!?" He cried.

Akeno smiled. "Now, now. Peeping toms never prosper."

Issei laughed. "I'd know better than most."

Leoni was terrified. Rias walked over to him, very calm. Leoni's face showed her how scared he was. Partly because he barely talks to people in general.

"...Well, we should take a break anyway. Let's make him some tea."

Leoni was stupefied. "...wait, what?"

Akeno spoke up. "As I said, I didn't intend to harm you. Now come on. I'll make whatever flavor of tea you like."

Inside the club HQ, everyone was talking casually, while Leoni was sitting awkwardly, uncertain of what just happened. Akeno came by and sat next to him.

"Are you alright? Sorry if I scared you...It must have been quite a shock."

Leoni stayed fairly quiet. "That's an understatement…"

Akeno frowned a little. "Your name is Leoni, right?"

Leoni looked at her. "Yeah. Leoni Schmitt."

Akeno put a hand on his leg. "By no means are we angry. You simply surprised us. I'm sure Rias isn't happy about the accident itself, but there's no way to remove your memory, so don't worry."

Leoni took a minute, then a deep breath. "Yeah...Yeah, I suppose I'm over reacting. But...still. What in the world was that power?"

Rias interrupted. "Well, Leoni, since the cat is out of the bag, I guess we should start from the beginning."

Leoni raised an eyebrow. "Pardon, ma'am, but the beginning?"

Rias paused for a minute. "Oh, right...so, I should probably give introductions first. My name is Rias Gremory. I am the heir to the house of Gremory. The woman next to you is Akeno, the girl with the white hair next to me is Koneko, the one in the box is Gasper, and you've met Issei, Irina, Asia, and Xenovia. The man with the blonde hair is Kiba. But, we're missing Rossweisse…

Issei piped up. "She's our teacher in class."

Leoni blinked. "Whoa, seriously?"

Rias smiled. "Well, now that introductions are out of the way, you must have a lot of questions."

Leoni gave a slight chuckle. "A lot? That's an underestimation."

Rias giggled a little. "Well, first thing's first. You should know something...We aren't human."

Leoni normally would bust up laughing at something like that. But considering the magic or...whatever that they used, he couldn't discredit her claim.

Rias seemed impressed. "Not even a gasp or blink?"

Leoni looked grim. "You used powers that created armor from thin air, warped from place to place, and made swords just….exist. If you told me that Dracula existed, I wouldn't be surprised.

Rias sat by issei. "And what if I told you that we were devils?"

Leoni's eyes widened. "What…?"

Koneko giggled. "There's the reaction."

Rias spoke again. "Exactly. All of us in this room, besides you, and Irina, are devils. So is Rossweisse. Irina is an angel."

She flashed her wings. Everyone else followed suit. Leoni was shocked. Akeno's wing accidently hit Leoni.

Akeno apologized. "Sorry. I forget my own wingspan sometimes." She flapped her wings a few times to stretch them.

Rias continued to explain the war between Angels, Devils, and Fallen Angels. How Issei came into their lives, and the eventual peace between the 3 factions. Even the process of becoming a devil. Leoni surprisingly enough understood most of it. But...it made him feel...inferior.

Rias took a relaxed breath. "And that the most of it. Any other questions?"

Leoni sat for a second. "...So why tell me this? You could've just let me think I was delirious."

Rias smiled at Issei. "Issei can answer that."

Issei smirked. "Well, you can fight, yeah?"

Leoni perked up. "Of course! I can kick anyone's ass, seven ways to Sunday!"

Issei had a brilliant fire in his eyes. "Then what if, we could try to have you become a devil with us? I mean, you greeted most of us with open arms, and Akeno did some research on you."

Akeno nodded. "You have a great track record."

Leoni was confused. "Wait, but Rias, I thought you had a full chess set for your Evil Pieces?"

Rias giggled. "That's the cool thing. We've recently been given the authority for something called an Exemption Piece. If the entire chess set uses their power to make someone a devil, they can make someone a pawn. But, the amount of power, just like with any person, varies based on how many pieces you will take up. So if you need 3 pawns worth of power, you will come in as a 3 pawn Exemption Piece. But each king in the set can only use an Exemption Piece once. Ever. No more after that."

Leoni stopped to think. "But why me? I have no talents. I haven't met you all for more than a day...and besides, I haven't done anything like any of you."

Rias looked at Issei once more. Issei stood up, smiling. "I know there's something lying dormant in you. I won't let you in without a test. But you talked up a little game in the classroom today. So I want you to show me what you've got!"

Leoni paused. "...this seems rushed, and too good to be true...I mean, you've known me for like 6 hours...yet you're already willing to make me your only Exemption Piece? This seems like something straight out of an anime…(wink wink, nudge nudge) I mean, there's nothing I hold thats of value to people more powerful that I can dream, in only 6 hours."

Issei walked up, and put a hand on his shoulder. "Just...trust me. I believe that your power will get stronger with us here for you."

Leoni continued doubting himself. It was day one here...he had no skills, and no knowledge of these people. There was no way he could be someone they would need. But Leoni looked around again. All these people were friendly, and supportive. If devils could exist, and they could use powers beyond humans, his entire world is changed. So...why shouldn't he?

"I'll do it." He finally said. "I'm tired of being in the background. It's time I shaped a story for myself!"

Issei nodded. "Right! Let's head outside. We'll spar there."

The group headed to the same field as before. Issei took stance away from Leoni. Leoni took stance away from Issei. Leoni knew he was outmatched. He may have boxing experience and martial arts under his belt, but how would that help him against this sort of power? Issei brought forth his sacred gear. Leoni said nothing.

Issei smiled. "Show me what you've got! I don't care how bad it is! Throw everything at me!"

Leoni raced at Issei, looking as if he was going for a forward strike. Issei punched to stop the assault. Leoni notice Issei's plan, and decided to use it against him. As Issei punched, Leoni put a hand on the sacred gear arm, using it to leap off of Issei, and land behind him. Leoni spun around for a hook kick, using it's momentum. He knocked Issei away hard, landing the blow straight to the side. Issei fell a little, but brushed off the attack. He spun himself, landing a hard backfist right to Leoni's chest. Leoni was flung back hard. Leoni toppled over, rolling a bit on the ground before stopping. He slowly got up, blood slightly spilling out of his mouth. He clenched his teeth, assaulting Issei head on again. This time, Issei played the strategist. Leoni threw a punch, and Issei blocked. Issei then swept at Leoni's legs. Leoni used this to his advantage by using Issei's blocking hand to pull him into a throw over his shoulder. Issei was slammed to the ground. Leoni followed up by throwing an axe kick straight into Issei's back. Yet Issei got up, almost unharmed. Issei hit Leoni's leg, forcing him to collapse. Using the momentum of Leoni's movement downward, Issei hit leoni with another backfist. Straight to the side of the head. Leoni was launched yet again. Right into a nearby tree. Leoni could barely stand any more. He gripped the ground.

"No!" He yelled. "I refuse to be left behind again!"

Leoni jumped onto the tree trunk, and pushing off. He rocketed at Issei. But instead of a forward strike, he tackled Issei, and spun around him, pressing him hard into the ground, and even skidding a few feet. Issei clearly wasn't enjoying that experience. Issei rolled over, throwing his elbow into Leoni's stomach. Leoni was unable to move. He had lost. Issei threw the final punch, and…

"Enough!" Rias called.

Issei stopped. Leoni was breathing hard. It was obvious he was in a lot of pain.

Rias walked over. She looked at Leoni. Leoni looked away, angry.

"I'm sorry...I was too weak...I failed." He said, quietly hating himself.

Rias laughed. "On the contrary. You passed with flying colors!"

Leoni looked up, battered and beaten. "Wh-What…?"

Rias smiled. "You used intelligent strategies that kept Issei guessing. And you mixed your attack variety that proved effective against your opponent. Most importantly, you never gave up, even when faced with defeat. You would make a fine addition to this team."

Asia rushed over, and began healing Leoni. After she was done, she began healing Issei. Rias helped Leoni up. She smiled. The others walked over to join them. Once Issei was healed, they headed back inside. Rias laid a large magic circle on the floor.

"Leoni, lay here." she spoke.

Leoni did so.

Rias stood away from the circle. She raised her arms. "Leoni Schmitt, you have proven your strength. I, and my friends have chosen you as our exemption piece. You now live your life for my sake. Now, rise!"

The circle shined brightly, and Leoni grew his wings. After the ritual was done, he staggered to his feet. He moved his wings a little, testing them. The others cheered.

Akeno came forward. "Now that you're one of us, I can be fully honest."

"About what, Akeno?"

"...We didn't know about you only today. We've been watching you for a month now."

"E-Excuse me…?" Leoni was shocked.

Rias stepped in. "She's right. Her familiar saw you at your old school, and noticed a great power shining in you. That's why today seemed like it was rushed. And why we were so quick to accept you. We already knew partially what you were capable of."

Leoni looked down at his feet. "Then why…?"

Rias finished his sentence. "Why did we test you? The heart is different than the body. We had to see exactly who you were before we did anything. Had you not interrupted our training today, I would have asked Issei to bring you here in the next few days."

Leoni looked at her and blinked. "So…"

Rias nodded. "We've had a spot saved just for you for about 3 weeks now."

Leoni laughed, but tears started welling up in his eyes. Akeno became concerned.

"What's wrong…?"

Leoni looked at her, smiling. "It feels nice...to be needed."

There you are! I recently finished season 3, and i liked it a lot! So, I decided to write this, and pick Infinite Nebula back up. Let me know what you think! And don't worry. All devil families have access to the Exemption Piece. I even intend to use it to beef up rating games and such. I won't go nuts. I promise. See ya!