The green eyes stared morosely, heavy-lidded, glazing over. Purposeless thoughts raced along the same tracks again and again as he slouched in his chair, slowly being crushed under a suffocating blanket of gloom. What will I do with myself? All the exciting ideas he held in reserve suddenly seemed ridiculous. Sometimes the impossible ones turn out the best though. I'm just in a funk. A blue funk. Why do they call it a blue funk anyway? He continued pressing the remote control button mechanically, not even seeing what was on the screen. Look. Hal isn't going to play the game. Why can't I just give up? Wayne did. His mind defied him, stumbling over plans and half-formed ideas, searching for an answer, just as he'd trained himself to do each time he was returned to his cell. Give up, damn it. Might as well let Tattoo Louie write I'M A LOSER across my massive head and join the crochet club. I wonder if they still meet on Saturdays…

Deciding that the soporific television shows availble at this time of day might lull his traitorous brain into a stupor, he began searching for a particularly mind-numbing daytime soap opera he'd stumbled across once, then realized most of the usual programming had been interrupted by special news reports. Marvelous. Just shove it in my face. Titan's destruction was widespread. People were shown fleeing the downtown area, their dirt-smudged faces looking back, shaken and fearful. Disturbed, he shook his head. Villain…right… I couldn't let myself do half the things Hal's done. He obviously has zero concern for anyone. Aaaand, that's how a villain is supposed to be, yes? Where did I get morals anyway? What kind of Evil Overlord am I? Maybe everyone's been laughing at me all along, thinking what a pathetic excuse I am for a super villain. Am I the only one who really thought I was good at being bad? Obviously Roxanne didn't… A wide-angle shot from a news chopper passing quickly over the city made his mouth drop open in dismay. TIGHTEN-ville? Seriously?… the man doesn't even know how to spell his own name! He may be evil but...uh! he's a complete moron...

Desk anchors excitedly questioned wide-eyed reporters jacked up on adrenaline who'd placed themselves as close to the action as they dared. None of them were anywhere near Hal. Hmph. Roxanne would have gone right downtown. He wondered if Wayne had flown her out of the city to safety yet. He better have. He passed over a few more channels. Oh, I've had enough of this "news". Where is that disgusting soap opera? -click- More news. -click- Weather. -click- There's Titan… oh, I got a mention. How nice. -click- How do they get that squirrel to do that anyway? Abruptly he backed up a channel, unable to stop from tormenting himself by listening to the menace he'd created gloat over the citizenry, just as he himself had done not so long ago. With a frown, he realized Hal was speaking to him. …Unfinished business? The camera swiveled around, and zoomed in on Roxanne tied up at the top of Metro City Tower. Megamind sat up. No. "Roxanne!"

"Come on, Roxie…" Hal's taunting voice was heard off-camera, causing his victim to look even more distressed. "Call for your hero to come rescue you."

Before he could take in the fact that the hero being referred to was himself, she spoke. Reluctant at first, aware of the whole city listening in, she quickly gained strength as she directed her emotional plea only to him. "Megamind… I don't even know if you're listening… but if you are… you can't give up! The Megamind I knew would never have run from a fight, even when he knew he had absolutely no chance of winning! It was your best quality. You need to be that guy right now. The city needs you…" Her head dropped for a moment before she looked up into the camera again, eyes dark and desperate, sincerely hoping he could hear her, not understanding why he hadn't come yet. "I need you."

"Roxanne..." Hal's angry face and final ultimatum went unheeded. Jumping to his feet, Megamind was solely focused on what was behind him. The shattered look on the reporter's face plainly showed she was close to giving up hope, and he could clearly hear in his mind the sound of her weeping brokenly from behind a closed door.

It would have looked very strange to anyone watching - the warden sneaking up on himself and delivering a quick blow to the back of his own head with a black, skull-and-crossbones marked baton. The man in the chair immediately slumped to the ground while the identical man standing behind him stowed the stick, mysteriously concealing it somewhere on his body and making a length of rope appear like magic instead. As he lifted his unconscious victim back into the chair and began tying him to it, he noticed the steady changing of channels in the private cell as though the occupant found pressing the button over and over more soothing than actually watching TV. All communications, reading material, meals, yes, even the television viewing habits of this particular prisoner had always been closely monitored, the guards outside being able to observe everything and having the ability to cut his privileges using a master switch at any time.

Abruptly the channel flipping stopped as the pseudo-warden tried to arrange the drooping figure into a more comfortable sitting position. Looking up, he noticed Ms Ritchie's face on the TV screen at the guards' station, apparently speaking directly into the camera. He moved closer and stood stunned hearing the frightened reporter encouraging her former captor to come not only to her aid but to the aid of the city he once terrorized. His eyes popped further at her final statement. I need you? As Titan reappeared on screen, issuing a one-hour time limit in which to reply, the grey-haired man blinked a few times. There…. there really is something between the two of them. The disguised aquatic creature stood silently mulling over the revelation of their former victim's insight. Ms Ritchie had recognized Megamind's strengths – the dogged determination and unfailing perseverance even in the face of overwhelming odds that had made him a survivor if not a success. She, the person they'd kidnapped over and over, pretended to threaten, inconvenienced weekly, annoyed incessantly… she believed in him.

"Warden! Warden!"

Hearing Megamind frantically calling, the false warden collected himself and approached the window casually, playing the role as he had intended to all along. This time he held all the cards, and despite the limited time available, he couldn't resist the chance for a little payback.

"Listen to me! You have to let me go! Titan has to be stopped!"

"Sorry, Megamind. You still have 88 life sentences to go. Plenty of time to reflect on what you've done." Wait, was it 87 or 88? He couldn't recall with certainty the number he'd heard the warden use when they pulled the jailbreak right before the Death Ray scheme, but the distracted criminal paid no attention anyway. He was trying to figure out how to convince the man outside his cell to release him.

"Did you want to hear me say it… I'll say it! Here it is! From the blackest part of my heart!" He paused, working himself up to the most convincingly delivered apology he could come up with. "I… am… sorry!"

Minion watched, completely unimpressed, as his overly dramatic blue friend threw himself against the door and slid down it, apparently overcome with remorse. When is he going to stop pretending? "Not buying it," he informed him and heard Megamind sigh.

"I don't blame you." As the convict got to his feet again, he wondered hopelessly how he could escape without the assistance of his sidekick. He had dug his own grave heartlessly pushing Minion aside…. and now he realized that by doing so, he'd dug Roxanne's as well. Hal had found her, and now she needed him. Needs me… she said she needs me. Did she just say all of that to convince me to come to her rescue? Her words had sounded sincere, and he wanted to believe them. It doesn't matter. I can't let her down again. Anguished at the thought of Roxanne waiting at Hal's mercy, he simply could not think straight. He would never be able to convince the warden to let him go. This whole, hopeless situation is all my fault. "I've terrorized the city countless times. Created a hero who turned out to be a villain. I lied to Roxanne. My best friend Minion… I treated like dirt." It's no wonder he never came back. And without his help, I'm going to lose her as well. The thought was unbearable. "Please don't make this city… don't make Roxanne pay for my wrongdoings."

Since their childhood Minion had feared his ward would eventually break down under the neverending rejection and repeated failures he endured, so accepting the blatant excuses Megamind made to acquit himself had only seemed compassionate. It quickly became a habit… a bad one. He himself was the one usually called on to shoulder the blame to save the blue alien's inflated and rather fragile ego. But now his fishy heart swelled with pride at hearing his friend's words, recognizing that he had at last made an honest assessment of his actions and shouldered the responsibility for them willingly. "Apology accepted."

Looking up in amazement as the door opened, Megamind's face relaxed into an expression of profound relief as Minion's true form was revealed with a quick twist at his wrist. He'd never been so happy to see that familiar, toothy grin. "Ah, Minion… you fantastic fish, you."

"What are we waiting for?" The happy little creature smiled back widely. "We'd better get going."

Still tied to his chair, Warden Doyle had regained consciousness but judiciously remained silent and observed the proceedings with interest. He heard Megamind's theatrical sham of an apology as well as his true confession, and along with Minion he felt a glimmer of hope that his favorite inmate might be about to turn a corner. With a sense of satisfaction he observed the unlikely pair reunite with grins and chuckles and good-natured ribbing and sincerely wished them well as they left. "Good luck, fellas!"

"We're gonna die!"

The warden nodded slightly, acknowledging the possibility. Let's hope not.

Minion laughed before his friend's words actually registered. "Wait, what?"

Megamind smiled ruefully and nodded his head as they boldly strode down a side corridor toward the warden's office. He knew where his de-gun was kept, away from the prison employees' sticky fingers and apart from all the other prisoners' effects. No cries of "stop" hailed them, no one got in their way. "More than likely, Minion… I may very well have to die."

Minion stopped him, looking him in the eye with his hands on his shoulders. "Sir! Don't joke like that. Why would you say that? You can stop Hal. What about the copper containment unit? The fail-safe!"

Realizing how much Minion didn't yet know, Megamind explained, "I've already tried that. It didn't work. I'm afraid copper isn't his weakness. And," he added, wondering how the news would strike his sidekick. "It isn't Metro Man's either." Minion had always held more of a grudge against Wayne for all their school troubles than he had.

"It isn't? What do you mean?" Minion asked, confused. "We saw him. In the observatory… he, he couldn't even stand-"

"He's alive, Minion."

Minion blinked. "Come again?"

"Roxanne and I found him - and spoke to him - just today. He's alive… and he says he's retiring." He shook his head. "He doesn't want to be a hero anymore."

"Ok, hold on," the sidekick requested, putting a metal hand to his dome, struggling to keep up. It was stunning enough finding out that apparently his boss and Ms Ritchie had been working together. And yet currently she was in Hal's clutches begging for his help. But they'd also found Wayne alive…. Retired? Retired from being a hero? Could he do that? "He's still alive? Wha-… how? How do you retire from being a super hero?"

Megamind briefly explained how they'd found Wayne and learned about his fake demise followed by hearing about his intention to start a new career as a musician. As he related the story, Minion's fins waved slowly in disbelief, but he also guiltily recalled what he'd noticed about the skeleton that had crashed into the lair that fateful day. If only he'd said something earlier. And if he expected Megamind to own up to his mistakes, then he should do the same. "Oh my. Um… Sir? The skeleton? The one we thought was Metro Man? I, um… yeah… I knew there was something about it that wasn't right."

"You did?"

"It… uh, well, you see… it was pinned together."

Megamind's eyes opened wide. "Borrowed a prop from a nursing school…" Of course. "Min-ion! Why didn't you say anything?" Why didn't I notice? I'm supposed to be the genius.

"Well… you were so happy! You'd won! I… I didn't want to take your big moment away from you. And it didn't really make any sense. I mean, it's not like he showed up again after that. They even had a funeral, and Ms Ritchie was upset and his parents too. I kept meaning to tell you about it, but something would always come up and… I never did." He squirmed as though still unsure how he had allowed himself to overlook and dismiss such an important detail for so long. "Especially that day… when I came back upstairs after getting that thing ready to send back to the Scotts, I thought about telling you right then, but… uh, you and Ms Ritchie looked… well, like something had happened."

Staring pensively into the distance, Megamind leaned back against the cold concrete wall with a sigh. "Yes. Something happened." Now wasn't the time to revisit the memory of their first willing kiss together that had brought him to his knees though. They only had an hour. "There isn't time to explain all that now. But… as to the skeleton."

"Yes?" The fishy creature cringed, fins held close to his sides, waiting to be blasted for his incompetence.

"I can't fault you for that." Megamind answered unexpectedly, placing a reassuring hand on his sidekick's hairy shoulder. "All these years I've demanded that you follow orders without question. Of course you wouldn't speak up right when it seemed I'd finally accomplished my goal. You were only doing what was expected of you, allowing me my moment in the spotlight." He smiled fondly at his stunned watery companion. "Even if you had told me… I probably wouldn't have listened. I was on an ego trip like never before." He remembered how he had started that fateful kiss, pressing his lips against Roxanne's forcefully, his overinflated ego overriding his better judgment and regard for her. It was a wonder she had responded at all. He certainly hadn't deserved to be kissed back. "Let's face it, my friend – I've been a jerk the past two weeks. There were so many times I should have listened to you and didn't. If I had… things would be a lot different." He never would have hurt Roxanne and been left in the rain or sat outside her door, listening to her heart breaking, knowing it was his fault. Thinking of how she looked a few minutes ago, pleading for him from the top of the tower made him bite his lip. Yes, he would risk his life to save her… but he didn't want to die. He wanted to find out if she would forgive him. If just maybe… things could be salvaged.

Mouth hanging open, Minion couldn't believe his boss was excusing his blunder. "Sir… I don't know what to say."

"Don't say anything. We can talk about all of this later," he stated, beginning to jog quickly down the corridor again. "Right now we're racing against the clock. We have to get to Roxanne."

Following his boss into Warden Doyle's office, Minion watched Megamind pick the lock on a small safe under the desk and extract his de-gun, checking it over. He wondered if he had been wrong. Associating with Ms Ritchie seemed to have changed his wayward friend. "I heard her message. She believes in you."

"Well. At the very least she refuses to believe I'm completely evil. I never could convince her." He picked up the holster too and looked up at his friend in the bowl, genuinely perplexed. "Why is that, Minion?"

Minion gazed back, seeing in the green eyes and the blue face the same boy who used to plaintively question why no one at school liked him. "Why, Minion? Why don't they like me?" "They just don't see what's inside you, Sir." "Then I have to keep trying." But eventually he'd given up and accepted the label they insisted on pinning on him over and over – bad boy. "Well… I think… somehow, she sees what's inside you."

Megamind silently pondered for a moment, looking down at the pistol in his hands, running a thumb over the filigree. Not much gets past Roxanne. A smile teased at the corner of the blue lips as they walked out of the office again, and he picked up speed again so suddenly, Minion trotted as fast as he could to keep up. "You've always been loyal, Minion. It's too bad it took all of this happening for me to realize just how much I rely on you. The programming, the escapes… the costume designs! You know, the Black Mamba really was your finest work. It's a shame it was destroyed. I would have liked…" Still jogging along, Megamind glanced sharply sideways as he realized something significant. "Minion. When I left for my date, the Black Mamba wasn't finished." He paused. "But when I came back and suited up, it was."

Minion looked abashed. "Yeah… about that. You see, I was so sure your evening would be a total bomb, I came back. Thought you might need somebody to talk to. But you weren't there, so I figured I'd pass the time finishing it up while I waited. And then you never came back…. And I was… I was kind of… jealous…"

Megamind rolled his eyes. "You were right though. It bombed. Actually, what's worse than bombing? Whatever it is, it was that." How do we get past that?

"Um…" He wanted to ask what had happened but his boss's unhappy frown discouraged questions.

"All that matters now is getting her out of there, and we need to hurry. Titan's only given us an hour."

"Right! What's the plan?" he asked, happy to be getting down to business. There were still a lot of unanswered questions rolling around in his ichthyoid brain, but they could be answered later. Hopefully. Then he realized no one had tried to stop them leaving the prison. He couldn't have known that Warden Doyle had been found by the guard who had returned from his break not long after they left, and he had ordered that they be allowed to leave the building unchallenged. Megamind suspected as much. He knew there should have been some resistance to their escape, but he also knew the warden. "By the way, Sir, where's the invisible car?"

Roxanne realized how many people would be watching and hear not only her plea for help but her feelings for the city's Evil Overlord broadcast over the airwaves for all to see. What did it matter? If he didn't show up, she'd be dead. And why would he show up when I've proven I'm just like everybody else?

Hal had disappeared with a snarl when she had refused to speak any more. She waited at the top of the tower, cold and miserable and alone, refusing to give in to the morbid thoughts and last wishes that were nothing more than an admission of defeat. From time to time, she struggled against the metal bar, not even able to free her arms. Her back ached and burned. The hour had to be nearly up, and Megamind was nowhere in sight. Please come.

Hal waited, hidden in the shadows of another building close to the tower. If the blue baddie did show up, he intended to catch him off guard when he tried to take the bait.

"How many brainbots did we have at last count?"

"Sir, when was the last time you ate?"

"Minion, I don't have time for that right now!"

"Do I have to remind you of what happened the last time you didn't listen to me?"

"But...!"

"Eat this! Now!" He shoved a doughnut into his boss's protesting mouth.

"Ugh! Fnne." Chewing distractedly, he continued gathering up pieces of equipment, mentally pacing out the details of the rough plan he'd outlined to Minion on the way back, programming the necessary commands for the brainbots into a central computer at light speed, testing equipment. He didn't notice the doughnut had gone stale, but he was secretly pleased to have Minion looking after him again. "... nuw, hww mnny?"

"Don't talk with your mouth full. Brainbots… uh…I don't know. I've lost count." Minion hurried to another computer terminal and pulled up some numbers. "Over 100,000 it looks like." After designing and creating the original brainbot team, Megamind had realized the small cyborgs would be extremely useful en masse as well as individually and dedicated one small group solely to the task of creating more of themselves. Occasionally he and Minion still took a hand in the process, modifying some the little glowing henchmen for specific jobs.

"We're going to need them all for the head."

Minion typed in more instructions and seeing that his boss had swallowed the dry confection, handed him a mug. "Here's your coffee…. Sir… that flight pack… You haven't used it in a long time. Not since…"

"I've checked it. It'll be fine! We need to hurry! Do you still have the watch?"

"Yes, but don't you think I should just tell Ms Ritchie -"

"No, Minion! Trust me. You can not tell her about the disguise." With a sigh he slumped a little, remembering the look on her face in the restaurant. Would it ever work out? But she said she needs me. "I'll have to explain why another time. But trust me…. she'd be angry. Do you have the knock out spray?" When Minion shook the can and confirmed he did, Megamind stopped his frenetic activity to look him in the eye very seriously. "Your only job is to get her off the tower and out of there. Force her to leave if you have to. Yes, even against her will. Then I want you to stay with her. The most important thing is for the two of you to escape. Once you're gone, I'll do the rest."

"But, Sir… what if he doesn't buy it?"

"Doesn't buy it?" He knew it was a real possibility. A little x-ray vision would reveal the disguise. Apparently Hal didn't often remember to use it though, otherwise they could easily have been discovered during his raid of Roxanne's apartment. He also knew there was a very real chance that the untried equipment in the Metro Man Power Suite he'd created long ago might not actually damage the super maniac. "Not likely. He's not that smart." Megamind paused, looking down at the pair of power gloves he had picked up. "And it doesn't really matter anyway. I have to try, and this is our best chance. Promise me you'll look after her this time. Don't leave her somewhere and come back to try to help me."

Minion blinked solemnly. "If that's what you want."

"I know it goes against your instincts, Minion. You've always come to my rescue… in so many ways." He wanted to say this and so many things to his little friend, just in case. "I realize I owe you my life several times over. But now… I have to do this. Even if Roxanne does get angry. Even if I fail yet again… and in the worst possible way... I don't much want to live without her anyway." The two gazed at each other silently. "So… code: Don't die."

Minion smiled to hide his worries. "Code: I'll do my best."

The hour was nearly up when Hal returned to the tower, camera at the ready. This time he didn't bother talking to his victim at all but spewed his anger and hatred to the public directly. "Hey, Metro Losers. This is Metro Tower. They say it's supposed to be a symbol of our city's strength. But for me, it's a reminder of the day this woman ferociously ripped out my heart. And I hate reminders!"

Roxanne watched him toss the camera aside and disappear over the side of the building once again. It began to shudder and shake ominously just before she felt the entire structure begin to pitch sideways. No! This is it! This is it, and he isn't here. "Ahhh! Hal!"

Deciding to hear her last words, the anti-hero touched down on the walkway again, stopping the tower's slide. "Please don't do this!" she pleaded. "I know there's still good in you, Hal!"

"You're so naïve, Roxie," he scolded. "You see the good in everybody… even when it's not there."

She thought of Megamind and the good she believed was inside of him. Believed in it enough that she had risked her own life to make him see it too, and yet he was nowhere in sight. Had she only seen what she wanted to see? How could I have been so wrong again? I wanted so much to be right about him.

"You're living a fantasy. There is no Easter Bunny, there is no Tooth Fairy… and there is no Queen of England!"

Um… ok, keep in mind who you're listening to here, Roxanne.

"This is the real world! And you need to wake up!"

Sneaking up on two people at the top of a skyscraper in a giant dirigible is most likely a trick only a giant blue-headed genius would be able to pull off. The dark, ovular airship's stealth capabilies were so good, neither person heard anything until they were startled by the sound of a heavy metal guitar riff. Tighten turned at the sound, recognizing the ship as the same one he'd seen on Metro Man Day at the museum. In the few seconds it took for the machine to fill the sky around them with a dark cloud, Roxanne caught on as well. She had not seen the dirigible before, having been in the fake observatory when it had made its debut appearance, and was somewhat shocked by it given her state of mind as well, but there was no doubt who would use such a thing for a showdown and bring along his own theme music – 'Welcome to the Jungle' to boot. As the familiar voice boomed out, challenging the man who refused to be a hero, her relief overshadowed everything else she felt. She'd never been happier to see the profile that was lit up on the clouds. Megamind! I was right!

"You dare challenge Megamind?" He'd been agitatedly watching Roxanne all alone at the top of the tower, silently cursing Hal for taking so long to reveal himself, knowing that since he was nowhere in sight he must be lying in wait. And he wasn't about to let the idiot get a jump on him. Finally seeing him fly up to the top of the tower, he'd slowly brought the airship into position beside the tower's base, put the brainbots on alert, and started the ascent just in time to see the crazed man rip through the side of the building.

Hal was annoyed that his plan to catch the evil genius off guard hadn't worked. "This town isn't big enough for two super villains!" He backed up as the glowing, disembodied head appeared from behind the cloud, looking directly at him.

"Oh, you're a villain all right… just not a super one!"

"Yeah? What's the difference?" Hal demanded.

Inside the airship concealed behind the brainbots' formation, Megamind held his hand over the mic and told his sidekick in disguise, "Go now, Minion."

"Wait! What is the difference?"

He rolled his eyes. "Presentation, of course!"

"Oh." Minion skipped out, using the tightly packed brainbots as stepping stones. I've got to make this believable. He skidded to a stop and threw his arms wide to signal that he was in position. Megamind threw the switch to take the laser show to the next level. "PRESENTATION!"

For some reason Minion couldn't understand, Megamind had been right that this would trip Hal's trigger. He yelled and flew at the figure standing at the mouth of the enormous brainbot head in a rage. As he lowered the airship again and quickly began to prepare himself, donning the power suite with trembling hands, Megamind watched his disguised friend dodge the attack, falling through the cyborgs to the waiting jetbike parked below as the brainbots swarmed Hal. So far the plan was working.

The day they'd stumbled across someone selling a jet engine, no questions asked, he knew immediately he had to have the thing. He'd gleefully drafted the plans for the world's fastest airbike and built the entire machine mere hours after it arrived. Anticipating the thrill of riding the high-powered vehicle had given him incredible chills. Once built, they found riding it and controlling it proved to be rather tricky, but today they needed the fastest possible way to get Roxanne safely out of Tighten's reach. The jetpack he was now wearing would actually have been the fastest, as it simulated Metro Man's own powers of flight, but he would need it himself for his part of the plan. He kept an eye on the two as he maneuvered the dirigible to the ground, watching Minion as himself pull Roxanne onto his lap. There I am with her again... and still not as myself! We look good though... man, I wish I could have been the one to go up and save her. Once the ship touched down, he heard a terrible noise and looked up from strapping on the backpack in time to the see the entire tower falling – thrown – aimed right at the escaping pair on the jetbike.

The force of it hitting the ground made a shockwave that caused the back end of the bike to bounce hard, ripping one wing off as it made contact with the pavement. Minus that wing, Minion could not get the vehicle to lift again. They were moving far too fast to attempt a turn without slamming into a building, and as he turned the throttle he realized they were losing power as well, the engine having been damaged.

"Go faster!" Roxanne urged as she clutched at her driver, looking back and seeing the tower gaining on them. "Make this thing go faster!"

"I can't control it!" He could see the fountain in the street before them coming up fast and knew the tower was barreling down on them from behind. I have to get her off of this thing! He looked around, spotting the awnings of the buildings up ahead. Praying they'd break her fall, he took careful aim and threw her aside just as the tower plowed into the back of the bike, sending him tumbling through the air.

Roxanne felt the burn of the canvas on her skin as she hit the first awning, bounced over the next, and rolled rapidly down the third, smacking her head quickly against the sidewalk. Darkness closed in around the edges of her vision as she lifted her head to try to see what had happened to her rescuer. Then she blacked out.

Did Roxanne actually lose consciousness? In the movie in this scene, we see her bouncing and then rolling off the awnings of a building, landing on the ground, and at that time, the fabric is clean. Then there is an odd blink in the film, and we see her raise her head. Behind her the awnings are now covered in dust and dirt that have settled out of the air.