Lilith

**Lilith** is the daughter of Mephisto, Lord of Hatred, and the sister of Lucion, known to all of Sanctuary as the Daughter of Hatred. Once the lover of the archangel Inarius, her union with him led to the creation of the first nephalem. She is also the mother of the Devils and formerly the Bride of Lucifer.

## Appearance

As a demon, Lilith stands taller than a man, with splayed hooves instead of feet. She bears no clothing upon her body thus in this unclad state she can be seen to be dark green of complexion. Fiery quills of an emerald sheen along with similar scales adorn her head in place of hair, and those same quills run down her spine to culminate in a reptilian tail ending in savage barbs. Her hands were no stranger to this savage appearance and so her four-fingered hands ended in curved claws. Lilith's mouth bears sharp fang-like teeth for shredding her victims and her eyes are smouldering crimson orbs devoid of pupils. Uldyssian noted, however, that even in her demonic form, Lilith possessed seductive qualities.

After being reborn within Sanctuary, Lilith possessed a more humanoid appearance. But largely, her appearance remains the same.

Lilith awakens "burning urges" within all those who are near her, whether they be human or demon. Profound fears, unchecked rage, repressed impulses, sinful desires, all are brought forth violently and irresistibly by her mere presence.

## Personality

Lilith possesses a seductive, manipulative nature. Even Azazel noted that Lilith was a creature of many plots, but also noted that her handiwork could often be identified as being hers. Before her betrayal, Lilith was especially close to her brother, Lucion. He considered to know her better than any other being in Creation save their father.

Lilith's most prominent trait is his dedication to her own mysterious agenda. The Daughter of Hatred is always working towards her own goals but they remain unknown even to all. Lilith is extremely intelligent, cunning, patient, and she also appears to adhere to a personal code of business. However, she is not above lying or using deception to achieve her ends, but nonetheless keeps her promises. This shows that Lilith has few scruples on how to complete a bargain.

Lilith is also notable for her extreme pragmatism when compared to other Demons. She mentioned attacking humans was base villainy that was beneath her values and actually respects the Three Factions enough to not want to do anything to overtly upset the alliance with other mythologies and incur the wrath of the Four Great Satans. For this reason, she avoids working with the Khaos Brigade, and later her son Rizevim and his organization of Qlippoth, whenever possible out of disagreement over their plans for world domination and bring unwanted trouble straight to her. She's also willing to work with the the Three Factions if it means she can reach her own goals and obtain some gain for herself while helping others.

She also appears to be easily irritated, but never to the point of actually losing control of her temper, a stark contrast to most demons as they attack instantly after being so much as insulted. Despite Lilith's personal code in holding her end of a bargain, she has no respect for honor, the Three Factions or the other mythologies, which she deems ridiculous as she cares solely only for the nephalem. Lilith also admits that she respects revenge, as it was among the reasons she aided her grandson Vali, not only to regain her power but because she respected Vali's desire for revenge against her son Rizevim.

Lilith also possesses a very dark and dry sense of humor, often indulging in bemusing and acerbic commentary. She is also known for being one of the most well-informed entities in existence, rivaled only by a few others with regard to her ability to acquire information. Similarly, she is also known for being quite subtle in the pursuit of her goals, despite her vast power.

## Background

### The Creation of Sanctuary

As the Eternal Conflict dragged on, Lilith tired of her father's approach to the conflict, and took an equally dim view on the leadership of Diablo and Baal, along with her brother, Lucion. In one such battle, Lilith took an angel as a prisoner and brought him to her lair for amusement. To her surprise, her touch breathed new life into him. The angel, named Inarius, awoke and rambled incoherently about his desire to escape the Eternal Conflict. Lilith began to see Inarius as an individual she could manipulate towards her ends, and she gave Inarius her name. She could tell that Inarius was besotted with her, and told him that they had to steal the Worldstone, to use it to create a new world. Only then they could be together.

The pair rallied like-minded followers and stole the Worldstone from the Pandemonium Fortress. A new world, Sanctuary, was created, a place where they and their kind could find respite from the Eternal Conflict. Inarius was satisfied, believing that escape from the war was sufficient. Lilith intended to show him that, in time, victory was possible. But first, she would give him children...

### Rise of the Nephalem

At some point, Inarius and Lilith mated. The union of angel and demon was without precedent, as was the birth of their offspring, Rathma. Rathma was the first of these new beings called "nephalem", but was not the last, as the pair's fellow angels and demons also produced offspring of their own. The renegade angels and demons began to see that the nephalem were more powerful than their progenitors, raising concerns that the nephalem might pose a threat to their parents, or might draw the attention of Heaven and Hell to Sanctuary, neither of which would condone such progeny. Because of this, conflict arose among the renegades, some arguing for the destruction of the nephalem, others advocating that they should be spared. Inarius called for a period of reflection, which his followers obeyed.

According to an ancient text, Lilith was driven into a mad frenzy at the prospect of her children's extinction. She saw the nephalem as the future, and as the means of ending the Eternal Conflict once and for all. She morphed into a new, horrific form, and hunted down her fellow renegades. She ruthlessly murdered every follower of Inarius, leaving him to discover the carnage she had wrought. Horrified, Inarius could not bring himself to kill Lilith and banished her from Sanctuary into the Void, or the Dimensional Gap. He then attuned the Worldstone to cause the powers of the nephalem to diminish over time. Through each subsequent nephalem generation, their powers diminished, effectively giving birth to a weaker, mortal race known as humanity.

Lilith was not entirely forgotten by her progeny, and she was regarded as "the First Mother" (of humanity) in legends.

### The Sin War

Lilith returned to Sanctuary during the Sin War, as the Cathedral of Light (led by Inarius) and the Temple of the Triune (led by the Prime Evils) secretly waged a war for control of humanity. She altered the power of the Worldstone with a spell, allowing the nephalem to develop their powers once more. She came to the village of Seram in the guise of a noblewoman named "Lylia," where she allowed herself to be seen by Uldyssian ul-Diomed, as she petted his horse. After a brief encounter, she seemingly vanished. Not long afterwards, she let herself be found by Uldyssian again in a nearby forest. She claimed to have seen something in the gloom, prompting Uldyssian to investigate. He found the body of Caligio, a Triune acolyte, not knowing that Lilith had been behind his murder. Following him, "Lylia" beheld the sight, and fainted, allowing Uldyssian to catch her. He took her to the Boar's Head, where she regained consciousness. She asked about what had happened and imparted words that her disdain for Sanctuary's two main religious bodies was close to Uldyssian's own.

Uldyssian was arrested for the murder of a second missionary (this one of the Cathedral of Light), as his knife had been found embedded in the man's rib-cage (again of Lilith's doing). Lylia visited him in the town guardhouse, telling him that she believed his claims of innocence. She also told him about how her family had been blamed for the burning of a temple, that it had remained out of the affairs of both the Cathedral and Triune, while other nobles had picked sides. Her family lost everything, including their freedom (if not their lives), while she had fled with what money she could. She told him that representatives of both sects would be arriving and that when they did, he would have to speak up defiantly in order to get the people on his side. She kissed him, then departed.

The next day, Lylia turned up to Uldyssian's trial, her presence disturbing the Cathedral representative. Before he could react, lightning began to strike the area, causing widespread damage. Lylia led Uldyssian away from the town, though pretended to fall, twisting her ankle. However, then it healed at Uldyssian's touch, as if by magic. Likewise, the storm had stopped, and Lylia attributed both events to Uldyssian himself. She urged him to believe her, telling him to wish the clouds away, that if he did not, she would relent in her beliefs. The clouds did indeed clear. Furthermore, as Uldyssian charged back into Seram to rescue his brother Mendeln, Lylia watched as his powers were unleashed upon the Cathedral's inquisitors, killing them. However, the display of such wanton power turned the people of Seram against Uldyssian himself. He and Lylia fled, accompanied by Mendeln, Achilios, and Serenthia.

Outside Seram, Lylia gave Uldyssian one last 'test' of his powers, causing a bush to grow. She urged him to travel to Kehjan, to rally the common folk against the Cathedral and Triune. How many, she asked, had suffered like him in similar circumstances. Uldyssian warmed to the idea, just as he 'warmed' to her as she declared that they would be together always. Thus, was their relationship consummated. It would not be the first time that they made love, and each time, Lylia was able to gain insight into Uldyssian's personality.

The humans back at the camp were attacked by a demon of Lucion, which they were able to fend off. Lylia suggested that it was the creature that was responsible for the missionaries' deaths. The demon mentioned his master by name, and Uldyssian suggested that this "Lucion" must be a member of the Mage Clans. Lylia quickly backed up this theory, and they headed for Kehjan, in order to "change the world." As they rode, Mendeln remained the voice of caution, but Lylia countered these concerns at every opportunity, playing on Uldyssian's sympathies in regards to her supposed personal history. She also took the opportunity to mentally torment Serenthia, whom she could tell was infatuated with Uldyssian. Not long afterwards, they were attacked by Triune forces led by Malic, including demons. Uldyssian was able to fend them off, but one of the demons called out to Lucion, suggesting that this being was linked to the Triune, not the Mage Clans.

Not long afterwards, they arrived near Partha. It was a destination that Lylia tried to steer Uldyssian away from, but Uldyssian nonetheless entered the town. Uldyssian began healing the townsfolk, and their stay lasted days at Ethon's household. Uldyssian's healing led to the awakening of the people's nephalem powers. Lylia noted that her plan had gone awry, in that she'd expected to be in Kehjan by now. However, she reasoned that Partha would be an adequate fulcrum for her plans regardless. One night, as they made love, Lylia nearly slipped into her true form. She managed to contain herself, and heal the scar she caused on Uldyssian's back without him even knowing it. However, it did result in him receiving a nightmare that showed her true form to him in his dreams. This caused her great concern, given that she didn't know the dream's origin. Still, she reasoned that if it came to it, she could simply kill Uldyssian and pick another. After all, there was no shortage of men in this world...

One night, at the estate, the group came under attack by Morlu, led by Malic. Both Ethon and Cedric were killed, as was Malic himself. Uldyssian found her by Malic's eviscerated corpse. She claimed that, as per her powers that Uldyssian had awoken, she had plunged her arm through his chest, killing him. Once again she was able to avoid suspicion.

Haunted by the Morlu attack, Uldyssian left Partha, intent on heading to Kehjan himself. Lylia followed him and pleaded to remain at her side. They kissed, but Uldyssian stood back, as something...*changed*. At first, "Lylia" was unaware of his change in focus, and was confused, but Uldyssian was now seeing her in her true, demonic form. She played to his sympathies, claiming that Lucion (a word that escaped her lips) had changed her, that only Uldyssian's love could restore her. Lilith, still playing the part of "Lylia," recounted their history together, but this only convinced Uldyssian that this demon and Lylia were one and the same.

Eventually, Lilith dropped the charade, openly mocking her former lover. She claimed that every manifestation of Uldyssian's powers had been by her own doing. She openly admitted to killing the two missionaries at Seram, and ranted on, gloating at Uldyssian's ignorance as to the true history of Sanctuary. The nephalem would rise again. *She* would rise again. The two came to blows, and Uldyssian found himself outmatched as Lilith tormented him, both verbally and physically. He was without any of the powers that he'd demonstrated previously, and Lilith disappeared. Uldyssian saw what she'd done—without his powers, he would be seen as a fraud, perhaps worse. As her parting words reminded him, it would be a truth that he might not survive.

Uldyssian and his friends headed for Toraja, only to be followed by several Parthans. It was in the Torajan Jungles that Lucion appeared, seeking to test Uldyssian, and gauge whatever powers he might have. And he did possess them. Enough to defeat Lucion himself. So while Uldyssian, emboldened by both power and vision, formed the Edyrem to dismantle both the Triune and Cathedral, "Lucion" returned to the base of the former, taking the seat of the Primus. "Lucion," or more specifically, Lilith, disguised as her brother. Sitting on the throne, she awaited Uldyssian's arrival.

As Uldyssian's army laid waste to the Triune cult, her plans seemed to succeed; but, partly due to the interference of her brother Lucion, Lilith was exposed in her true form. She briefly managed to regain control of the nephalem by possessing Serenthia, but was eventually exorcised.

During the final confrontation, Lilith was defeated, as Uldyssian used the very powers that Lilith had helped awaken and the nephalem army that Lilith desired against her. However, she managed to fake her death by using the body of a dead Triune priestess as a decoy, managing to fool even Rathma, who had arrived with every intention of confirming her death. But as soon as he departed, Inarius revealed himself as the one who concealed her presence from their son to prevent their own spawn from killing his mother. Before Lilith could react, Inarius compressed her within a sphere. Even as she promised that Uldyssian would be his undoing, Inarius once again banished Lilith, this time assuring that the flaws that had allowed Lilith to return were removed.

### By Three They Come

Thousands of years after her banishment from Sanctuary, Lilith was summoned back to it by a macabre ritual in an underground chamber. Three adventurers and a scholar, the former looking for gold and the latter for knowledge, were pursued by zombies into the apparent safety of the chamber, but one of the adventurers turned out to be much more than he seemed (in truth, a member of the Triune). The other two adventurers and the scholar were sacrificed on a triangle of pillars, their blood forming a construct between them through which Lilith took form and passed.

### Meeting Lucifer

Some time after Lucifer's Revolution, when the Devils finally settled into the Underworld, Lilith saw an opportunity to use the Devils at her disposal to reclaim the nephalem. To that end, she approached Lucifer as a beautiful Devil and tempted him with promises of world domination and great power. Lucifer was immediately attracted to her presence and power, soon falling in love with her appearance and her temptations.

Lilith was widely regarded as the Bride of Lucifer and it was she who managed to repopulate the numbers of the Devils after their rebellion. But like Uldyssian, Lilith only sought to use Lucifer for her own ends and tempted him even further by convincing him to wage war against the Lower Heavens and the Fallen Angels for control of Sanctuary and the greatest power it has: the nephalem.

With his goals now set, Lucifer gathered Asmodeus, Leviathan, and Beelzebub and all of the armies and together waged the Great War. Just had Lilith had intended.

### The Great War

Lilith played a role in the Great War, fighting beside her manipulated lover Lucifer and keeping her true agenda hidden from him. Not many knew of her existence save for the Original Satans and their descendants. Even Azazel noted of her presence but never had the chance to meet her face to face. Although he did suspect her to be the architect of the Great War.

Some time during this period, Lilith gave birth to Rizevim Livan Lucifer, whom she deceptively treated with care and affection. The truth is however that Lilith held no love for Rizevim, merely seeing him as a tool as a means for her to use so that she can reclaim the nephalem. Nonetheless, she stayed by her son's side, caring and raising for him so as to not foolishly abandon him and let him resent her.

After the Great War ended with God's death and the deaths of the original Satans, Lilith went into hiding, having wiped out all traces of her presence and existence save for her name and titles as the Bride of Lucifer and Mother of all Devils. She observed the Devil Civil War from afar and stayed in contact with her son Rizevim until cutting ties with him secretly. It was she who persuaded him not to follow in his father's footstep for world domination and to stay out of the Devil Civil War, telling him that there are larger plans afoot for him.

## Powers & Abilities

An ancient Demon of old having created one of the most powerful races in existence, and by extension humanity, and having also created the world of Sanctuary/Earth/Draconic Deus, Lilith is regarded as a Demoness whose power equals to that of a Super Devil. She can fling opponents away with a simple gesture of a hand and use her eyes that glow in power as a way to cancel her opponent's magic and restrain them via demonic chains. Her charm is perhaps her greatest weapon, for she was able to manipulate even the original Lucifer to wage war and create dreams of world domination and desires for power. It is for this reason that Vali dare not challenge her great-grandmother, mainly out of fear of how powerful and charismatic she truly is compared to him.

A being of nearly unmatched power, she was powerful enough, as some believe, to be equal to Lucifer himself, or even to Michael or Azazel. Among her immense personal powers is the ability to grant weaker creatures some of her power or knowledge which, under the right circumstances, can transform them into dramatically more powerful beings themselves. Sometimes the price of such an offer can destroy the individual if they lack control, a flaw Lilith seems to have no issue with exploiting even if it kills them. She is powerful enough to be seen as the original mother to the Nephalem and to the Devils as well as potent enough to be considered to be godlike in stature when in full might.

Lilith possesses the ability to change her form. During the Eternal Conflict, she appeared almost human-like in nature. Prior to slaughtering Inarius's followers, she morphed into a horrific form, "of tooth and claw, of spike and blade."

Lilith can take on human form and/or disguise herself as one, her "Lylia" persona being a case in point. However, in this disguise, some animals (such as horses) are instinctively put off by her. Likewise, she can disguise herself as other Demons. She can possess humans in a manner that does not kill them, which allows her to retain possession over extended periods of time, without awakening suspicion. In such examples, the human's consciousness is said to be sleeping, and can be reawakened, though with risk to the host. Lilith is able to gain access to her host's memories through this method.

As a powerful Demoness, Lilith holds a vast array of powers:

* **Telekinesis:** Lilith possesses potent telekinesis. She can easily move stone floor platforms to her have her visitors get a closer look at her visage as well as throw opponents into the air and back to the ground with little effort.
* **Teleportation:** Lilith can teleport her within an unknown range. His teleportation appears as a release of dark energy, doing so in a purple flaming flash or even a burst of blood.
* **Fire Magic:** The Daughter of Hatred can throw fast-moving fireballs, and create explosions from the ground under her enemy.
	+ **Fireball Generation** - Lilith can summon and direct powerful and fast fireballs at her foes.
	+ **Thermokinetic Eruption** - Lilith can summon powerful eruptions, which occur under the steps of her enemy. If the enemy is in one place, the spell will follow and the spell will not harm Lilith herself.
* **Electricity Magic**: Lilith can create lightning strikes in certain areas and can use fast lightning attacks during melee combat, empowering her claws which are her primary weapons.
* **Armor of Hell's Fury:** Lilith can coat herself with both his Electricity and Flames into some sort of armor, to the point that her magic is also enhanced.
* **Feast of Blood**: Lilith can use blood magic as a means of offensive or defensive capabilities, like conjuring blades out of blood to use as projectiles or even a tidal wave of blood to overwhelm her opponents.
* **Power Granting:** Lilith may give weaker creatures some passive abilities if it helps them on their quests, such as when she gave Vali a small portion of her powers to defeat her son Rizevim.
* **Serpent Hole Creation:** Lilith can create Serpent Holes, portals that allow her to move from one point to another by traveling through another plane. Her Serpent Holes are bloody-red in color.
* **Immense Strength:** Lilith is physically very strong despite her womanly look, to the point of being a match for her great grandson Vali Lucifer.
* **Immense Durability:** Lilith is remarkably difficult to harm. She is able to almost perfectly block the fast, cutting blows of Aidan's Armiger and calmly defend herself and only received a small scratch after their battle.
* **Immense Endurance:** Lilith can endure extreme conditions for a great deal of time. She spent centuries banished to the Void, or the Dimensional Gap, and emerged undiminished aside from the power drained from her by Uldyssian. Also even after a difficult and fierce battles, she shows no signs of fatigue despite the beating she takes, only appearing out of breath.
* **Natural Healing:** Lilith possesses natural healing abilities that allow her to recover from wounds that would otherwise be mortal to any other.
* **Blood Empowerment:** In order to restore her powers, Lilith had to consume the blood from countless humans. Implications suggest that she gains power from consuming blood from another living being.

## Relationships

**Inarius**:

**Mephisto**:

**Lucifer**:

**Rizevim** **Livan** **Lucifer**:

**Aidan** **Kain**:

**Rias** **Gremory**:

**Vali** **Lucifer**: Lilith possesses a familial bond to Vali despite the animosity shown between them. Lilith mockingly says that she cares greatly for the descendants of Lucifer, having been his wife, but the truth is she doesn't care for who or what they are, not even acknowledging Vali's desire to fight strong opponents. She does however allow Vali to have the chance to defeat her son Rizevim for the pain he had caused to him, recognizing and respecting quest for revenge. Vali in turn does not bear any hatred for Lilith but does not fully trust her either, having been the mother to his grandfather, Rizevim. He accepts her help stoically yet struggles to keep his rage in check, knowing of how deceptive she can be.

**Great** **Red**: Lilith, thanks to being trapped in the Dimensional Gap for centuries before her return, is well aware of the existence and power of the Great Red. She has expressed desire for a sample of its blood in hopes of increasing her powers for an unknown purpose. However, she has not the opportunity to fight the Great Red because she knows that at where she is now, she is no match for him.

## Quotes

*“The best laid plans… or so the humans used to say.”* -Lilith's amusement of her plans.

*“You plotted and schemed to keep the nephalem for yourself. I simply took advantage of your initiative.”* -Lilith reveals her involvement in Devil affairs.

*“The Crimson-hair Ruin Princess may have disrupted my plan. But her foolish act will be in vain.”* -Lilith's plans delayed but not inert.

*“Come to me on Lucifaad, Aurelia. And bring your lover, Tor-Gareth, with you.”* -Lilith ordering Aurelia to rally to her.

*“Find whatever followers remain and have them brought here. Devil, Angel, and Fallen Angel. The flames of the Eternal Conflict ignite once more. In return for your service, you and your lover may see your son.”* -Lilith's promise to Aurelia.

*"Perhaps... I was foolish... in sending those two to retrieve him."* -Lilith regrets sending Aurelia and Tor-Gareth to retrieve Aidan's soul.

*"Rias Gremory! Such base villainy is beneath me! I admit I am intrigued by your accusation.... unfortunately, I find myself a bit under sieged at the moment."* -Lilith to Rias Gremory regarding Aidan's "death".

*"An excellent question... I could venture a guess."* -Lilith regarding the siege.

*"Vali Lucifer. Are you here to play executioner? They should have sent the Red Dragon Emperor with you."* -Lilith greeting her great grandson Vali.

*"Ha! My son Rizevim. He's beyond your reach. Beyond mine."* -Lilith recognizing Vali's goal of revenge.

*"Pitiful. Flawed castings from a perfect mold. Rizevim was always stronger than you, grandson."* -Lilith testing Vali's prowess through combat.

*"Yes. You have overcome many obstacles to stand here before me. But sometimes, the hero dies in the end. Ask your rival, the Red Dragon."* -Lilith acknowledging Vali's power.

*"There is little you can keep from me, grandson. Once I have a mind to know it."* -Lilith to Vali.

*"Heavenly Dragons, while you might fancy yourselves impressive, you both have more to give. Much more. [...] The Sacred Gears grant you great power, but with limits. I can remove those limits, to a degree... but you must sense it within yourselves as well. You are bound to your past, and to your guilt. This gives the will of past users a vessel to... restrain you. To suppress that which lies within. The chaos. The inner riot."* -Lilith to Vali and Issei.

*"You feel pain. However, I did not inflict it. [...] I merely opened the door to your inner conflict. Your hate, anger... power. You feel it, and can thus use it properly. [...] You will see soon enough. As your rage builds, your potential can now be reached. It's potential you will need to defeat Rizevim, and the other enemies in the near future to come. [...] I'm sure the Satans will be very pleased."* -Lilith explains her offer of power.

*"Lesser? Do not taunt me puppet. I'll cut the strings you dance on, if only to crush you when you hit the ground."* -Lilith to Sairaorg of being called a lesser demon.

*"Careful! Or your ending will be a tragic one! Sometimes, the hero dies in the end. But Hyoudou… I like stories that have a happy ending."* -Lilith to Issei.

*"Take care with your quips, little one. When we conclude our business, you can either be within in my favor... or without. Do NOT be without."* -Lilith's warning to Issei.

*"Did it amuse you, to deny me what's rightfully mine? With my power restored, I am like unto a GOD! I could suck the marrow from your bones before you drew another breath. I could... but I too have a code by which I do business. Besides, say what you will about your alliances and your ridiculous desire for fighting. I recognize a quest for revenge when I see one. And revenge, I respect! As for the details of my 'resignation'... well... (chuckles) I do not approve of the company my son keeps."* -Lilith to Vali about his revenge.

*"See your journey to its end, grandson, you will understand soon enough."* -Lilith's parting words to Vali.

## Trivia

* Lilith's appearance is based off her *Diablo* counterpart.