After a ride through traffic, the vehicles carrying the A.T.O.M gang and the members of G.O.O.D arrived at the old warehouse.

"Man there's no way this ain't a trap" King said.

"Yeah, it's way too easy" Axel replied, "everybody keep your guard up, we don't know what we're up against."

"Allow us to show you!" came a voice from nearby. Everyone turned to see Drakken standing nearby.

"Who's the smurf?" Hawk asked.

"Gaah! Why must you heroes be so lippy?" Drakken responded "taste Immobilzer!"

"Get down!" Sam shouted, before the heroes dove to the floor. "If he hits you with that thing, you'll be frozen for 5 minutes" Sam explained.

"Then we'll just have to make sure we don't get hit" Axel replied, "okay team, let's go!"

The A.T.O.M team ran off to face Drakken, and soon, the other villains came out of the woodwork.

"There's Flesh & Spydah" King said, "looks like Paine and these guys are working together."

"Good, that'll make kicking their butt even easier" Axel replied.

The team split up, with Shark tackling Jack. "What are you supposed to do?" he asked.

"You're about to find out, dude!" Jack said mockingly, "Jack Bots, attack!"

Suddenly, a swarm of the robots emerged from a corner and headed right towards Shark. He ducked to avoid their blasts, then kicked one.

"Robots? Dude that is so lame" he said, before leapfrogging over tow more, who promptly destroyed themselves.

Meanwhile, Flesh decided to avoid the A.T.O.M gang and concentrate his attack on one of the other heroes.

"And what's your power?" he asked Ron.

"You better back away man, cause I've got mystical monkey power" Ron said, assuming a karate stance.

"Mystical monkey power? You've got to be kidding" Flesh replied, raising his barbell above his head.

"Yo, muscle for brains" King shouted, "leave the kid alone and pick on somebody your own size."

"Sounds like a plan, I'm getting tired of you always getting in my way!" Flesh said, charging King with his barbell raised.

King avoided a swing and used the Power Ram on his shoulders to knock Flesh down.

"Thanks for the save, my man" Ron said.

"No problem" King said, "besides, my pet hamster's down with Rufus, and I couldn't let him get squashed."

-----

The E.V.I.L. villains were soon finding themselves outclassed by the other heroes. Lioness had kicked the Immobilizer out of Drakken's hands, and had sent him running. He regained the gun and met up with Terence.

"This isn't working!" he complained "I knew I shouldn't have given Shego that vacation time!"

"Looks like it's up to you Plasmius" Terence replied, "none of them can handle your powers."

"Naturally" Plasmius said, "all right, I'll save your rears, again." So saying, he transformed and headed into the fray.

"What up with dracula over there?" Hawk asked, "what's he going to do, suck my blood?"

"Why don't you suck on this?" Plasmius asked, sending an ectoplasmic ray straight at him. It grazed Hawk's jetpack, and sent him spiraling.

"Ahh such naïve children" Plasmius said, "allow me to show you your defeat."

So saying, he blasted the area with ectoplasm. Skulker too entered the fray, confronting Shark.

"Who the heck are you supposed to be dude?" he asked.

"I am Skulker whelp, the ghost zone's greatest hunter, as you will soon witness." With that, he fired an energy net over him.

"Hey!" Shark exclaimed, but Skulker merely grinned and stepped forward. Suddenly, he was knocked over by something; he turned around and saw King standing behind him.

"Let my pal go ugly" King said, "or you're going to be in for a world of hurt."

"You don't know who you're messing with" Skulker replied, firing a pair of bolas from his gauntlet. King caught the bolas in mid swing and tossed them to the ground.

"Neither do you" King replied.

This human may finally provide me with a challenge Skulker thought as the mouth on his helmet turned into a grin.

The two fought, with each proving to be the others equal. Skulker produced his laser knife, which King dodged, and countered with a Power Ram shot. Then he launched a punch to the gut, only to recoil in pain.

"Ow!" King said, shaking his fist in pain, and allowing Skulker to lay a punch of his own.

"Foolish human" he said, "my hide is an armored battlesuit. You can't possibly penetrate it."

King looked up and could see a newly revived Flesh coming at him, barbell in hand.

"Maybe not" King said, "but something else metal sure could!"

Quickly, he got up and tripped Flesh, causing his barbell to hit Skulker full on. Naturally, the suit was dented.

"You idiot!" Skulker explained "this battlesuit is very expensive and you ruined it!"

"Me? Maybe you should have watched where you were going!" Flesh countered.

King simply slipped away while the two argued.

-----

Meanwhile, Lioness was battling it out with Spydah, and artfully dodging his many arms.

"Why do you even try this, you know I'm going to beat you" Lioness said.

"Guess again!" Spydah said, sending two of his arms forth. They smashed into the ground, mere feet from Lioness; she simply ran across them like a ramp and kicked Spydah in the face.

"Face it pal, you can't beat me" she said.

"Watch out!" Rai yelled from nearby.

Lioness turned just in time to see Drakken pointing the Immobilizer at her. She flipped to avoid the beam, then launched a kick at his face too.

"Thanks for the warning" Lioness said as Rai approached.

"No big, we Brazilians have to stick together" he said, "now let's take out this trash. Blade of the Nebula, wind!"

The sword generated a small tornado, which Rai aimed at the villains.

"I hate it when he does this" was all Drakken managed before the wind blew them off.

"Cool power" Lioness said, "can you teach me how to do that?"

"Ya kind of have to be a monk to learn it" Rai replied.

-----

Meanwhile, in another part of the yard, Axel was facing off against his sworn enemy Paine.

"I've waited for this a long time Manning" Paine said, "now I have the power to finally wipe you out."

"Doesn't matter how many allies you have Paine, I'll still defeat you" Axel replied.

"We'll see!" Paine replied, launching a punch. Axel dodged it and returned with a kick that Paine blocked. The two were evenly matched, until Paine hit a leg sweep, then tried to punch him. Axel rolled out of the way and prepared his specialty.

"Jo-Lan choubatsu!" he said, firing a wave of energy from his hands.

The blast knocked Paine for a loop, and allowed Axel the other hand. At least, until a powerful green blast knocked him off his feet. He looked up and saw Plasmius hovering above him.

"You're supposed to be the leader of this outfit?" he said, "I find that hard to believe."

"Well done" Paine replied, "but killing Manning is my job. You take care of the others."

"No problem" Plasmius said, "they can't provide any threat to my awesome powers."

"But maybe I can" Axel countered "Jo-Lan choubatsu!"

A powerful blast of Jo-Lan actually connected with Plasmius and proved to be strong enough to reduce him back to his human form.

"What? But how, no one's ever done…"

Plasmius didn't have time to finish his sentence as a kick from Axel took him down. Of course, that meant that Axel couldn't see behind him as Paine kicked him in the back.

"It's over Manning" Paine said, standing above his fallen foe "you're finished now."

Paine grabbed his head and began to administer his touch of Paine. "That's it Manning, feel the pain" Paine said, "I want your nerves on overdrive when I destroy you!"

"That's not happening creep!" Sam said, moments before Paine was struck from behind.

When he recovered, he saw the members of G.O.O.D, ready to fight. "How dare you!" Paine shouted, "you'll pay for this!"

Paine ran forward and launched a punch, but fell to a double leg sweep from Kim and Sam. When he got up, Rai added a flying kick of his own; Axel, meanwhile, began to get up and recover from his injuries.

"You okay buddy?" Rai asked.

"Just a little disoriented" Axel replied, "thanks for the save."

"Hey, that's what allies do" Rai said, "now let's bust this Paine dude."

Axel got to his feet and cupped his hands together; "Jo-Lan choubatsu!" he shouted blasting Paine with all the energy he could muster. That sent the villain flying several feet into a pile of boxes.

"It's over Paine" Axel said, "hand over the inducer and give yourself up."

"Not just yet Manning" Paine said, reaching into his jacket.

Before Axel and the heroes could advance, he tossed the smoke bomb to the ground, blinding them.

"Blade of the Nebula, wind!" Rai said, blowing away the smoke. But Paine was nowhere to be seen.

"Where'd the dude go?" Rai asked.

"So long Manning!" Paine's voice came from nearby. Everyone looked and saw Paine and the other villains driving away in a heavily armored van. "We'll meet again, sooner than you think!" Paine shouted as he headed into the distance.

"Why didn't the other guys stop them?" Kim asked.

They soon had their answer when they saw the other A.T.O.M members and Ron frozen by the Immobilizer.

"Is there anyway to reverse the process?" Axel asked.

"Nope" Kim said, "we just have to wait until the effect wears off."

-----

Ten minutes later, Hawk was the first to return to normal "take this bad guys!" he said, until he realized there was no one around.

"It's too late Hawk, they hit you with that immobilization ray and fled" Axel explained.

"I am really beginning to hate that Immobilizer" King added.

"Sorry we let Paine and the others get away" Hawk said.

"It's not your fault" Axel replied, "but I'm more concerned about Paine's parting words. He said we'd meet again, sooner than we think. What could that mean?"

"Um, I may have an idea" Shark replied, "where's Lioness?"

-----------

Uh-oh, what did happen to the sultry Brazilian? Find out in the next chapter as Paine baits another trap for his enemies.