The men burst through the lab door, guns in hand but stopped at the sight before them.

"I guess that the end of Dr. Bezument," Napoleon turned away from the gruesome sight. "What do you want to do about that?" Snapping a picture of the monstrous insect and the half-eaten body of the mad scientist for their report, he looked toward Illya who seemed to be scrutinizing the insect. Although it wasn't in actual fact an insect, he couldn't bring himself to call it by its previous name.

Illya glanced around the workroom until he started grabbing bottles of chemicals and mixing them.

"You're going to destroy him?"

Illya placed his hand on the American's shoulder. "I am sorry Napoleon. I know he was your friend but if he has a bit of humanity left, we both know what he wouldn't want to live like that. We will be putting him out of his misery."

Napoleon nodded his agreement. As they reached the door, they looked back to see the monster looking at them. In its eyes, a look of recognition seemed to be present for a moment before it started for them.

After throwing the bottle, they ran through the door and as it exploded, it sent them flying.

"Did you use enough chemicals?" Napoleon complained as he brushed himself off.

"That was not me. There must have been more explosives in there." A defensive Illya joined his partner. "Let's go home. I'm glad we took pictures, otherwise, no one would believe us."

Napoleon sat his sore body into the seat on the plane. Within a few minutes, the pain tablets Medical had given them for their injuries had him drifting off to sleep. Soon he found himself back at the beginning of the affair.

"You can't be serious, sir. I mean a mad scientist turning men into insects. Someone must be having a go at us." Napoleon pushed the file away from himself.

"Mr. Solo, I neither have the time or manpower to follow up on a joke or fabrication. The man who sent this information is an experienced agent who knows what he's doing. Unless you believe Mr. Insetto is capable of producing this type of tale."

Allaire Insetto was one of the best agents Napoleon had ever worked with. His only fault was that he had no sense of humor. No, he wouldn't share a tale unless it was true.

"Gentlemen, I suggest you head toward Seychelles. Mr. Insetto will meet you. Dismissed."

Napoleon and Illya walked down the hall together, "Where in heaven's name is Seychelles?"

"It is a 115-island country just off East Africa. If you had read the whole report instead of just looking at the complaint, you would have seen we are meeting Allaire in Victoria which is the capital."

"I was just talking out loud, but I'm not in the least bit surprised you know where it is."

After boarding the plane, Illya read the report to Napoleon as he had his eyes closed.

On June 11th I was approached by a native who claimed many people from his village had been kidnapped. Nothing was heard of them for a few months until one of the women returned screaming in terror. He stated she claimed someone had turned the other villagers into large abnormal insects. Of course, the remaining villagers had ridiculed her until she began to change in front of them. The man claimed after she started to change she began to attack, trying to eat those around her until she grabbed a child and ran off with him. He claimed he followed her into the jungle where he found the child and woman in a half-formed insect form lying dead.

He begged me to followed him into the forest when he saw the doubt in my eyes. Enclosed is a picture of what I found."

Illya held the picture up of a rotting skeleton describing it. "It looks like a half human head, partially formed wings and a long thin body with podomeres and styli."

"English please," Napoleon huffed.

Illya grinned. He did so like to tease Napoleon with his miscellaneous knowledge. "Legs like appendices and something that looks like a partial tail."

Napoleon shuddered, "Not something I want to meet in the dark. I forgot to pack my bug spray."

Rolling his eyes, Illya said. "I doubt any bug spray we have would have addressed this bug."

It was Napoleon's turn to roll his eyes. "We better get some rest before arriving. Something tells me that we might not get much after landing."

Allaire was waiting at the end of the walkway from the plane. He looked as if he had aged years since the agents had seen him just a few months ago. The glance Napoleon and Illya gave each other shared the same thought, the no-nonsense agent was frightened.

As they approached him, he placed his finger to his lips before leading them out of the airport. During the walk the area, he kept turning his eyes from side to side wildly.

Once they were in an UNCLE car, Napoleon spoke up. "Allaire, what the hell happened to you?"

"Not here, wait until we get to headquarters," was the first time the frightened agent had spoken since they arrived and then he was silent again.

Once inside a personal record recording studio, they entered a recording booth in the back before entering a small elevator that took them down to the headquarters.

"I'm sorry gentlemen, but this thing has me rattled. I've been twice followed and attacked. A few broken ribs and bruising the first time, but the last time, I was beaten and…." Allaire seemed to be unable to continue.

"What is it?" Napoleon placed his hand on his friend.

With a huffing laugh, Allaire said, "I swear one of the people there had arms of an insect and dug into my arm causing deep scratches. I'm afraid whatever happened to the villagers is happening to me." Allaire admitted with a sigh. "Napoleon if something does happen, you need to put an end to it. I don't want to be one of those things."

Napoleon couldn't help the look of disbelief that crossed his face for a moment before fading and avoiding addressing the request. "What have you yourself seen?"

"I followed the trail that the villager disappeared up and found a fenced-in building. It's protected by Thrush soldiers. On the other side of it, there was a well-worn path that goes to a group of falling down buildings and then…." Allaire stopped with a look of fear. "I swear I'm not insane. There was an open mouth face with all different types and sizes of insects climbing into it. I believe it was the missing villagers turned into those things." The shaken agent threw a picture on the desk before Illya and Napoleon. Promise me, you'll destroy me if I become one of them."

"He will," Illya assured the agent. "I will help him if needed."

After Napoleon finished complaining about his reputation being ruined because of the clothes he needed to wear, Allaire drove them to the village. Although the men found nothing to help them figure out what had happened, the signs of a struggle were still evident. Allaire drove them to two other villages that were also in the same shape.

From the last village, the men walked a worn trail toward the building that Alistair had located. Almost to the site, the men heard rustling as they were suddenly surrounded. Forced to their knees, they were ordered to place their hands behind their neck. A few minutes later Dr. Bezument came through the crowd of guards.

"Well, well. Seems we caught us some big fishes. Mr. Solo and Mr. Kuryakin, what a pleasant surprise."

"Not to me, it is not," Illya grumbled.

Dr. Bezument ignored the comment. Turning toward the other man in a lab coat, "See Dr. Effraye, I told you if we leave Mr. Insetto live, he would bring us bigger fish. Bring them along gentlemen. We're going to have such fun." Dr. Bezument's insane giggle followed him as he disappeared into the crowd of guards.

The agents' hands were roughly tied behind their backs then shoved along a vine filled path that had them tripping constantly. The guard hit Allaire in the back with his rifle after he had tripped and fell.

As the guard lifted the rifle for a second hit, Illya stepped in his way with a threatening glare. "I would not do that if I were you." Napoleon stood over the fallen man until he was able to arise. After Allaire was up, the three agents continued to be forced toward the building.

Once they arrived, they were untied, searched, given a jumpsuit then pushed into separate cages.

"The doc will be visiting you soon," the guard laughed. "One I'm sure you won't enjoy at all." The guard's laughter became louder as he left the room.

"Do they all have to laugh?" Illya complained.

"Obviously. Anyone have any tools left?" Napoleon asked.

"Thrush did not give us these clothes equipped with our standard items so I highly doubt there are any tools in them." Illya looked up from the lock he was examining.

"I have nothing either my friend," Allaire was sitting against the back bars of the cage.

"Are you all right?" Napoleon stopped exploring his cage as he saw how pale and weak Allaire looked.

"Just so tired," the agent's voice was trembling. "I don't feel well."

Before Napoleon could check further, Dr. Bezument entered the room. "Ah, Mr. Insetto. I see the pre-drug is working on you. I was concerned we'd get you back too late and the drug would have worked through your system. Not everyone can handle the first drug and survive. In your case, it would have been a shame to lose such an excellent specimen. I can't wait to see what my new addition to the drug produces. Take him to my lab, gentlemen. Don't feel left out gentlemen, I have many varieties of my drug to try out on you. As it takes time to work with each man, I'm afraid you'll have to wait a while, Mr. Solo." I'll send my assistant to give you the pre-drug, Mr. Kuryakin soon."

"Idi k chertu." Illya spat at the doctor.

"I'm sure that I'll end up in hell. Mr. Kuryakin, I'm disappointed in you. As a scientist, I'd believe you would be interested in scientific experimentation." The doctor moved closer to Illya's cage. "We're colleagues after all."

"I am neither your colleague or interested in the experiments of a madman." Illya shot back.

The doctor's bodyguard slammed his rifle butt through the bars of the cell connecting with Illya's face and knocking him to the ground. "Don't insult the doctor, you scum."

"Now words won't hurt me. I'll be needing him next so don't harm him. I can't wait to see how an angry fighting man comes out. Give him the pre-drug in an hour or so. Right now, bring Mr. Insetto along."

Illya called out, "Why would you do this? It is an abomination of humanity."

Turning around the doctor, walked back to Illya, "Because, Mr. Kuryakin. I'll have an army that will only answer to me. I've managed to mutilate a gene that will only respond to my command."

"You are insane," Napoleon charged.

"Insane or not, I'm in control. Bring Mr. Insetto along." And left.

Although he put up a fight in his weakened condition, Allaire was quickly overcome and dragged out of the cell.

"Remember your promise, Napoleon." He called out as he was hauled out of the room.

Seeing the pain in his partner's face, Illya called to him. "Napoleon?"

"I'm not sure that I can destroy him if needed."

"I will have your back, my friend. You do not want to him to suffer or live like that. I ask the same of you if you do not get out of here."

Napoleon nodded hesitantly. "I won't have to do that, we're getting out of here. This is what we're going to do."

Three guards came in with Mr. Effraye go give Illya an injection.

"Place your arm through the bars," the assistant demanded.

"If you want it, come get it," Illya said.

"The doc said you need this shot, now give Mr. Effraye your arm." One of the guards ordered.

Standing against the back bars smiling but not moving.

A second guard aimed his gun at Napoleon's head. "Don't try anything funny, unless you want to see Solo with a hole in his head."

As the two guards entered the cell they grabbed Illya while Napoleon grabbed his guard's rifle, bringing it up and pulling it out of his hands. As it came toward Napoleon, he lifted it hitting the guard across the head and knocking him out.

At the same, Illya shoved the assistant into one guard sending him into the bars, while he curled his fingers shoving it into the other guard's throat crushing his trachea and killing him. Napoleon managed to get his arm around the throat of the guard that had been crashed into the bars, tightening his arm until the man went limp in his arm.

Turning toward the panicking assistant, Illya moved toward him threateningly. Effraye pushed himself as far back in the corner as possible.

Napoleon joined his partner, staring at the man. "Terrifying the help again Illya?" Turning toward Effraye, "Where is Allsaire?" Napoleon demanded.

He didn't answer at first until Illya took a step toward him.

"You're too late. The doc gave him the formula and changes have already started." Effraye attempting to rush out.

"The antidote?" Illya demanded grabbing him.

"There isn't any. Dr. Bezument didn't want anyone to stop his work, so he decided not to create it."

"Where is Allaire? And before you answer, know he is my friend, and I intend to find him with your help or without which would be a shame because I wouldn't be able to leave you alive." Napoleon towered over the frightened man.

"He's in the lab that is the third door down from here. But believe me, he won't know you and will do as the professor tells him to do."

Napoleon grabbed the guard rifle and headed toward the indicated room with Illya following him after locking the assistant in the cage.

Peeking into the lab through the door window, Napoleon fell back against the opposite wall with a look of angst on his face.

"Napoleon?" Illya hurried to him. When his partner didn't answer but pointed to the window.

Looking in, he saw what remained of Allaire in a cage but the doctor was not in sight. His arms and legs were those of an insect, his face was half changed and he had antennas growing from his head. However, it was the eyes that frightened the Russian. The look of murder in them made him return to his partner.

"I made him a promise, don't know if I can do it." Napoleon's grief tearing at the Russian's heart.

"My friend, I know we promised. But if we do as he asked now, we will not have time to destroy the other creatures as they will know we are heading for the face. We need to leave him and come back to keep your promise."

Napoleon nodded and whispered. "I'll keep my promise, my friend."

After returning to their hidden jeep and loading up on dynamite and their extra equipment, they followed the path to the insects. The men came across an open area where the abominations were gathered before the gigantic face of the doctor.

Many were going into the mouth while others were just lying on the ground before it.

Napoleon began placing the explosives around the outskirts of the cleared area, while Illya snuck up on the back of the head. He packed the dynamite behind it and as far to the side of it without being noticed.

Meeting behind the prearranged tree on the path, they waited for the explosion. "Are we far enough away?" Napoleon asked.

"Yes, why?"

"I know you too well my friend. You always like to use extra to make sure the job is done."

"Only a little extra," Illya answered as the timers went off and the ground lifted as the sky burst into flame.

Brushing himself, Napoleon eyed his partner. "We really need to have a discussion as to what the definition of little is."

With a sly grin, Illya headed toward the building. "We have one more job to do." Seeing the look on Napoleon's face he offered, "I will do it for you."

Taking a deep breath, Napoleon said. "I'm not sure if I can do it but I did promise. Thank you for having my back."

Dodging guards who were looking for them, they managed to make it back to the lab. The gunfight that followed took time, but they managed to eliminate the threat and entered the building.

As they approached the lab, Napoleon turned to look at Illya. "Is it wrong that I hoped he didn't survive the transformation?"

"I also hope for it, but from what we have seen I'm afraid he has." Illya placed a hand on Napoleon's shoulder, "I am sorry my friend."

On either side of the door, they drew their guys, and they kicked it in.

With a small cry, Napoleon jerked awake.

Illya woke with a start at his partner's cry. "Are you okay?"

Consciously breathing in and out, Napoleon managed to get his heart rate back down. "Nightmare," he finally was able to say. "And guilt."

"Allaire would not have wanted to live like that. Nightmares will continue for a while but remember he wished for the release. At least we were able to destroy all those things." Illya signaled for the stewardess as he felt Napoleon shaking. "Scotch for my friend and I will have vodka."

As she left, Illya smiled at his friend. "You do know your suit was left in the lab when it exploded."

"Can't wait to fight accounting about this one," Napoleon gave him a small grin. Drink in hand, he turned to his partner, "Thanks."

"Anytime, my friend. The flight is long, do you fancy a movie or sleep?"

"I think I'll avoid sleep right now. What's the movie?"

Illya looked at the listing for their flight, "On second thought how about some cards?"

Napoleon grabbed the listing before agreeing to the card. THEM wasn't a movie he wanted to watch right now or ever.

The dirt moved as something pulled through on a small island off the east coast of Africa. Slowly the thing pulled itself out of the rubble around it. Claws swinging in the air, it stood on its back legs. Soon another thing pulled itself out to join the first. Male and female stood together and screeched. A new generation would soon begin.