DISCLAIMER: I DON'T OWN ATOMIC BETTY NOR KID VS KAT

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Shortly after sending Chameleon back to Bootsville, Kat quickly got to work building a new transporter. With the resources of Area 102 plus the fact the Coop isn't here to mess things up, it only took him a couple of hours to finish. Laughing manically Kat activated his device and a few seconds later Kat Kommander stepped through the portal followed by a large number of Kat troopers as well as Kat's girlfriend Dr. K.

"Agent Kat report," Kommander meowed.

"As you can see I've successfully secured a base for our needs," Kat meowed back.

Kat Kommander examined the base's schematics and found it rather impressive. "Good work, but what about that guardian boy? Have you taken care of him? Never mind I shall deal with that troublemaker myself!" Kat Kommander signaled some of his troops to begin working.

"Sir what are you planning on doing?" Kat asked nervously.

"I am not taking anymore chances with that human! We are going to build a fleet of Super Fortresses to go and bomb that wretched boy's hometown out of existence!"

A few hours later Kat Kommander's team manage to build three Super Fortresses armed and ready for combat! All the while Kat tried to come up with a way to convince his superior not to go through with this insane plan. Not that he cared about Bootsville, but the thought of Millie being incinerated by the bombings was too much for his little feline heart to bear. Kat gulped as he approached the bridge of the flagship. Inside he saw Kat Kommander laughing manically as the fleet slowly approached Bootsville. Because of the heavy armor and over excessive weapons, the Super Fortresses were not known for their speed. In fact they were no faster than blimps. Still one had enough fire power to decimate half a planet and Kat Kommander wanted to unleash the full fury of three of them on one small insignificant town!

"Sir I beg you to reconsider this," Kat pleaded.

"Why should I? Don't tell me you've grown soft for these humans." Kommander meowed.

"No sir it's just that I don't think this plan will work," Kat closed his eyes hoping that the Kommander doesn't just vaporize him for insubordination.

"Oh really and why would you think that?" Kat Kommander extended his claws and waved them across Kat's neck in a threatening manner.

Kat gulped again, "Believe me Sir, I do not exaggerate when I say that the human Coop Burtonburger has more lives than we do. Even if you bomb the entire countryside there's a chance that he might survive and bring the wrath of the guardians upon us!" Of course Kat didn't believe that Coop could possible survive, but it was the best excuse he could come up with.

Kat Kommander was suspicious but took Kat's warning to heart. Before he would have laughed at the idea of a human surviving the bombings, but after witnessing Coop in action he knew it would be a mistake to underestimate him again. "So what do you recommend?"

Kat breathed a sigh of relief, "Well Sir I know from personal experience that Coop is fiercely loyal and protective of his friends. So if we capture this Dennis human we could lure him into a trap!"

"Yes I see, but just to be sure," Kat Kommander punched up the images of Dennis, Lorne, Harley, Fiona, Burt, and Millie on his screen. "Kat Kommandoes! Front and center!" he ordered. A second later his elite troopers appeared on the bridge. "Listen well I want you all to track down these humans and bring them to these coordinates!" The Kommandoes saluted before leaving. Kat Kommander turned to Kat, "Once we capture his family and friends there will be no doubt that Coop will come racing to their rescue!"

Kat looked sadly at the image of Millie. He wanted to keep her out of this but now he's put her in even greater danger!

-Guardian Train Station-

"Oh man it's finally happen!" Coop said trying to keep from freaking out. "What will we do?"

"Remain calm for one thing," Robo-Betty advised. "Communications get me a line to Guardian Headquarters priority one!" One of the Crushton robots hurried to carry out her orders. "Meanwhile you two head back up there and see if you can keep things down to a minimum! And remember discretion is still a priority." The boys groaned as they deactivated their suits. Activating the flash tubes Coop and Dennis hurried back to town.

"Hey wait for me!" Fiona cried after them.

"I'm sorry but this is an official guardian mission!" Robo-Betty said.

"And no unauthorized personal! I get it, I'm just going home!" Fiona said in defiance as she turned to the exit.

"Wait!" Robo-Betty said grabbing Fiona's arm.

"Hey let go!" Fiona demanded. Robo-Betty complied letting her go but not before giving her a present. Fiona just stood there in shock and amazement when she saw the guardian bracelet now strapped on her wrist.

"Consider yourself drafted!" Robo-Betty congratulated before gesturing her to join her friends. Fiona gave Robo-Betty a hug before jumping into the flash tube. Robo-Betty silently wish them all luck just as B-1 informed her that they've made contact with Degill.

Back in Bootsville the festivities were in full bloom! The citizens enjoying the party unaware of the danger slowly approaching. Two such citizens, Harley and Lorne, were up to their usual shenanigans.

"Hey Lorne be sure to get all this," Harley instructed his brother as he prepared to do something stupid.

"This will be epic!" Lorne agreed as he turned on his camera. Focusing on Harley. Lorne spotted something familiar in the background. "Hey Harley look it's Millie's freakish rat sporting some kind of weird hat!"

The Kat Kommando couldn't believe his luck as he adjusted the scopes on his helmet. In this huge crowd he managed to locate two of his targets so soon. Best of all he could see how to bring them over to the rendezvous site. While the boys were laughing at his 'hat' the Kommando leaped up and grabbed their camera.

"Hey that's ours you hairless freak!" the boys yelled. But the Kat simply smiled and ran off.

The same pretty much happened with the others as well. Millie thought she saw Mr. Kat and followed a different Kommando. Burt who coincidentally bumped into Ms. Brannigan and asked her to help look for his wayward children. Of course she agreed and just like Millie they thought they saw Mr. Kat (who was in fact another Kommando) in the distance and chased after him as well. About this time Coop, Dennis, and the newly drafted Fiona jumped out of the flash tubes. Acting like secret agents the kids began rolling between whatever cover was available looking for anything suspicious!

"Oh Coop!" an all too familiar voice called out to him.

"Ah Phoebe!" Coop cringed behind Dennis.

"Coop," she said sweetly. "Fiona," rather sourly. "Would you like to ride the Ferris Wheel with me," Phoebe said not so much as a question but rather a suggestion.

"Sorry Phoebe but I'm looking for my family," Coop saying the best excuse he could think of.

"Oh I just saw them heading out that way chasing after your weird cat," Phoebe pointed in the direction she was talking about.

"On no," Coop gasped fearing for his family's safety. "Come on we've got to hurry!" The three cadets ran off leaving behind a very confused and angry little girl. A little girl who doesn't like seeing her crush running off with another girl! Short time later in an open clearing outside of Bootsville the unsuspecting humans gathered together.

"Dad, Ms. Brannigan have you seen Mr. Kat?" Millie asked.

"Well we followed him here," Burt answered but slightly confused to why his daughter was all the way out here especially when she explained that she was following Kat as well.

"Hey Millie where's that thieving rat of yours!" Lorne demanded.

"Yeah he ran off with our camera!" Harley added.

"DAD, MILLIE!" Coop screamed in the distance. Everyone turned and saw the trio plus Phoebe rushing towards them.

"Coop what are you doing here?" Burt asked.

"Uh we were told tell you that you guys were chosen to participate in the big main event!" Coop made up wanting to get them away from here as soon as possible, and it worked. They were all excited about being a part the main event, even though they have no idea what it is or why they haven't heard of it before, that they all wanted to hurry back. All but one.

"No! I'm not leaving until I find Mr. Kat!" Millie insisted.

"Ok Millie," Burt conceded. "You guys go on without us we'll stay out here and look for Kat." As the others were about to leave the Kat Kommandoes jumped out surrounding the humans!

"Hey Millie I think we found him," Lorne said pointing to one.

"What's going on is here?" Harley asked. "Are they having a family reunion or something?"

"But none of these are Mr. Kat!" Millie observed. The Kommandoes closed in on their targets and pulled out these strange devices which began emitting a strange light engulfing everyone!

Coop groaned as he slowly regain consciousness. "What happened?" he asked to no one in particular. "Whoa deja vu," he said as he noticed that he is now hanging upside-down in a cage.

"Maybe for you," Dennis said in the adjacent cell. Coop turned and saw that Dennis was also hanging upside-down.

"Coop what's going on?" his father frantically asked. Coop saw that everyone else was in the same cell and only he and Dennis were locked separately and hanging.

"I'd try to explain but somehow I doubt you'll believe me," Coop replied.

"BURTONBURGER!" a terrifying voice sounding almost like Old Lady Munson only a little more masculine roared across the room. The entrance door opened and Kat Kommander and his Kommandoes entered. Kat Kommander made a beeline hike straight to Coop's cell. "BURTONBURGER!" he said again.

"Hey catboy looks like your freaky cat is an alien!" Lorne yelled.

"Yeah dude, couldn't you figure that out yourself," Harley laughed. Coop wanted to retort but he knew it would be pointless.

"An alien," Ms Brannigan said with a twitch. "You mean Coop was telling the truth the whole time!"

"I don't know I mean I never suspected," Burt spouting nonsense since he had no idea what to make of all this.

"Mr. Kat is not an alien!" Millie insisted despite the evidence in front of her.

"Long time no see Kommander," Coop taunted. "One would think you'd learn your lesson from our last encounter!"

"BURTONBURGER!" Kommander said again in that creepy Old Lady Munson masculine voice.

"Yeah, yeah you learned how to say my name can you say anything else or is that it?"

Kat Kommander responded with just meows. "You should be honored human! Your name is only thing in your language I've mastered!"

"Just my name huh. I guess that's the best you can do." Of course Coop has no idea what the Kat is meowing about but he figures it's probably the usual bad guy banter. "You know I've stop you before and I'll stop you this time as well. So why don't you save yourself the humiliation and just go back to that trash heap of a planet of yours!"

"Stop us!" Kommander laughed. "How? With you locked up and me with my elite armies!"

"You had me locked up before and your entire planet at your disposal," Coop reminded him. "And I still sent you all running with your tails between your legs!" In a fit of rage Kat Kommander fired his laser eyes at Coop. Even though he was shackled Coop managed to wiggle around enough to avoid getting seriously hurt. Though parts of his clothes burned off and he lost a good chunk of hair. "Is that all you got!"

Kat Kommander was about to fire again when another Kat came running in and whispered something to him. The Kommander snapped his claws and a few of the troopers opened the cell doors, even unshackling Coop and Dennis.

"Coop are you all right?" Burt asked.

"Ah I'm used to it," Coop said in a rather nonchalant tone.

Kat Kommander grinned evilly gesturing them all to follow him. He led his prisoners to the bridge where Millie saw a welcome sight.

"Mr. Kat!" Millie cried in excitement. She wanted to run to him but the troopers held her back. Mr. Kat smiled sadly but made no attempt to approach Millie. "You really are an alien aren't you?" Kat nodded sadly but of course she still loved and accepted him.

"Kommander are you sure this is a good idea?" Dr. K asked her superior.

"A talking cat and she's Russian," Burt blurted out in amazement.

"Like Father like son," Dr. K sighed remembering Coop's first reaction to her. "Anyway you are all here to witness the destruction of your hometown as retaliation for the destruction you Coop Burtonburger caused on our planet. Then you shall be executed!"

"Wait you can't do that," Burt pleaded. "Look I know my son can be a little reckless and a tad destructive but I'm sure that we can work something out."

"Forget it dad, they were going to blast us right from the get go," Coop said.

"Actually we were going to enslave your race with obedience collars and make you wait on us claw and foot," Dr. K said. "But now the Kommander wants to erase the humiliation he endured from you by erasing all proof of your existence starting with your hometown!"

"Last chance! Go home peacefully or else!" Coop threatened. The Kats simply laughed and aimed their weapons at him. "Okay then, Dennis NOW!"

Dennis pulled something out and blew in it. The Kats braced for something to happen but nothing did. Dennis examine the thing and blushed with embarrassment. "Oops wrong one," he said as he brought out another one. This time when he blew it created high pitch sound tormenting the Kats.

With the Kats too busy covering their ears, Coop had a mad dash for the ship's controls. Taking a page from the Dennis strategy book Coop set the canons to fire on the other ships! On board the other ships there was mass confusion and panic to why they were being attacked by one of their own. Of course not one had the guts to return fire on the ship the Kommander was on. Nor did they want to risk his wrath by retreating.

Dennis paused to catch his breath and one of the troopers seized the opportunity and shot the Kat whistle out of Dennis's hand. With the whistle destroyed the Kats went on the offensive. What they didn't expect was that now Coop and Dennis were well trained martial artist that can easily handle dozens of Kats. Of course the other humans weren't going to let them have all the fun and quickly joined the fight. Sadly most of them were pretty pathetic. Burt was taken down after two seconds. Ms. Brannigan just cowered in fear at the corner. Harley and Lorne used classic bully tactics like noggies and wet willies but that only made the Kats mad. As for the three girls, surprisingly they were holding their own. While Fiona didn't have the training that Coop and Dennis had she still was a natural athlete, Millie pulled out some mad karate skills, and Phoebe wasn't about to let Fiona show her up in front of Coop. Still they were vastly outnumbered and needed to do something. Just then Fiona came up with a crazy idea.

"Oh Phoebe," Fiona called out. "Did I show you the diamond ring Coop gave me."

"WHAT!" Phoebe screamed doing her infamous stare at Fiona.

"The Phoebe eye," everyone gasped.

Fiona careful not to look at Phoebe gaze, grabbed her head and turned the eye on the Kats! While some ran off in terror at the sight of the eye others froze with fright.

During this chaos Kat Kommander manage to open communications to the other ships. Ordering them to destroy his flagship and then activating the evacuation alarm. After the alarm sounded the all Kats except for Mr. Kat and Dr. K rushed out of the bridge.

"Yeah you better run!" Lorne yelled after them when...

*BOOM* The ship began to shake violently as the other ships fired on them.

Mr. Kat pleaded with Millie to follow him, but Burt now knowing that he is an alien invader didn't want him anywhere near Millie.

"Please listen to us we can show you where the escape pods are," Dr. K said.

"We better go with them," Coop advised.

"But Coop can we trust them?" Burt asked.

"We can trust Kat to protect Millie but that's as far as he'll go," Coop warned.

As promised Mr. Kat and Dr. K led them to the escape pods except that they were all jettison. Luckily Harley and Lorne managed to find a shuttle craft big enough for all of them in the hanger. Once inside Coop and Dennis jumped into the pilot seats while the Kats began hot wiring the craft!

"Do you guys know how to fly this thing?" Burt asked. For an answer they brought the engines to life and fired a couple of missiles at the hanger door.

"When you've been fighting alien cats as long as we have, you learn a little about their technology," Coop boasted as the flew the craft out of the hole they just made. Burt lowered his head in shame feeling like he failed as a father allowing his son to face this dangers alone.

"We're not out of the woods yet!" Dennis said as their craft got caught in the crossfire of the other ships. While Coop and Dennis were good pilots the shuttle craft wasn't designed for combat flying and took several hits. The two Kats tried to keep the ship together but couldn't keep up with repairs. To make matters worst they were caught in explosion further damaging the craft! Luckily with the flagship destroyed the other two ships retreated.

"Coop can you still fly this thing?" Burt asked frantically.

"If you mean, if I can land what's left of it, well we're going to find out!" Coop said.

"Coop we're heading for town square," Dennis informed him. "If we crash there a lot of people will get hurt!"

"Not on my watch!" Coop swore. Pulling on the controls as hard as he could, he managed to alter the course. Instead of crashing in town square now they were headed towards...

"Old Lady Munson's House!" they all screamed as they braced for impact. *CRASH*

"Is everyone all right?" Coop asked. A few moans and groans coupled with cheers of maximum carnage were the first response but it looks like everyone made it through all right. As they all vacated the craft they were met with an unwelcome sight.

"BURTONBURGER!" Old Lady Munson screamed. "You destroyed my house you juvenile delinquent! Oh hello Millie."

"Back off Old Lad...I mean Ms. Munson my boy help stopped an alien invasion!" Burt declared.

"Yeah the carnage was awesome! Epic!" Harley and Lorne cheered.

"He's a hero! My hero." Phoebe said seductively as she cuddled up to Coop.

"Phoebe get away!" Coop yelled trying to push her away but it felt good that his father and friends were finally standing up for him.

"Ha! You mean your boy just ruined the festival's main event!" Ms. Munson said.

"Main event," Burt said in confusion. The kids began backing away from Coop after hearing that.

"Allow me to explain," B-1 approached wearing a fancy suit which looked rather ridiculous over his junky body. "We were planing on an alien theme parachuting show." Robo-Betty also in a suit appeared with a makeshift poster of the Kats skydiving off a blimp. "Yes but I'm afraid there was a engine malfunction on the blimps. Completely our fault. We'll pay for all the damages. And as a sign of good faith we'll even throw in this exclusive collectors item, the space garden gnome set!" Again Robo-Betty pushed in a display table with a dozen of weird and cool looking alien gnomes.

"Well since you're being so generous I think I can overlook you blunder Burtonburger!" Ms. Munson yelled at Coop.

"So this was just a promotional deal?" Burt asked B-1.

"Yep,"

"Phew, for a second there I actually believed that my son was fighting real aliens!" Burt laughed.

"Hah I knew catboy was crazy," Lorne shouted.

"Still love you Coop!" Phoebe proclaimed from a safe distance but obviously didn't want to get any closer to him.

"I knew Mr. Kat couldn't be a real alien," Millie said hugging Mr. Kat but completely forgetting Dr. K who ran off after landing.

"Speaking of the boy I need to discuss a few things with him and those two," B-1 pointing to Dennis and Fiona.

"Sure no problem," Burt said calling the kids over.

Robo-Betty guided the kids over to a limo. As they entered she whispered 'discretion is our mission' to them.

After the limo drove off Burt walked over to Ms Brannigan who was still staring at the wreckage. "It was all just a stunt show. I knew there must have been a logical explanation for all this." He laughed nervously.

"Do you truly believe that Burt Burtonburger?" Ms. Brannigan asked him. "Do you truly believe that?"

Burt Burtonburger lowered his head not really sure what to believe anymore.