"Dr. Phun, we've retrieved the Gold Star." Will walked up with his prisoners in chains. Dr. Phun was seated on a large floating chair, with all sorts of buttons and circuits.

"ɑː, jes. ˈveri ɡʊd." Dr. Phun agreed. "Naʊ wi kən bɪˈɡɪn ði ɪnˈveɪʒn." He pressed a few buttons, and a microphone appeared. "Attention, Glitzville." He began to speak English. "I am Octavous Phun, leader of the Octarian Empire. Your city has been chosen to be the Capital of our new empire. So please, do yourselves a favour and surrender. The octofication process is quite painless."

"THEY'RE GONNA TURN US INTO AN OCTOPUS!" A Koopa cried out. "RUUN!" The citizens of Glitzville that had gathered ran as fast as they could out of the area.

"ˈfuːlɪʃ ˈsɪtɪzəns." Dr. Phun laughed. "Bɪˈɡɪn ði ˈɑːktoʊfɪˈkeɪʃn."

"Yes, sir." Will nodded. "Troops! Begin the octofication of this city!" The troops began to open consoles on the sides of buildings. They inputted commands, and the buildings were transformed into Octarian war machines.

"That's IT!" Red broke the chains that held him. "DOCTOR PHUN!" Red flung himself forward towards the doctor, readying a Power Smash.

"Fuːl!" Dr. Phun laughed, as a force field activated when Red attacked. Red kept pushing to break through, until the force field exploded, sending him flying back. The doctor simply activated a new one.

"RED!" Aimee yelled. "Let's take this guy down, team!" The team readied their ink weapons.

"You got it!" Skins agreed. "C'mon, Joe. No one takes over our city!"

"Got that right, Skins!" Joe dashed forward in his shell, looking to do some damage. The doctor simply smiled, activated the force field and the chair began to levitate.

"Ðæt ði best ju kən də?" Dr. Phun laughed.

"Let's see how some ink works on his force field!" Aimee and the group began to take some shots at the doctor. The force field began to weaken with every blow.

"Naʊ!" Dr. Phun called. '"Ðeɪv faʊnd maɪ wiːk spɒt!"

"It's working!" Prince Mush called out. "Keep it up!"

"Look!" Jolene pointed. "He seems to be controlling the invasion from that tablet. If we get the tablet, we can stop the invasion."

"Gotcha!" Erick agreed. "His force field weak enough yet?"

"Think so." Paul checked his tablet. "Its power is down to about 33%."

"That's the ticket!" Erick smiled. "Fred!"

"Huh, what?" Red was slow to get up.

"Let's do it!" Erick smiled. Red picked up Erick and threw him at the failing force field. "BULLSEYE!" Erick yelled as he slammed into the field, shattering it. "Now!"

Prince Mush dashed forward quickly, and jumped up and stole the tablet. "Got it!"

"Naʊ!" Dr. Phun called. He grabbed the microphone. "Troops! The Red Yoshi and friends have the invasion plans! Get them back!"

"RUN!" Red ordered.

"To where?" Gyanna asked. "We're standing in a field of octofied buildings!"

"Glitz Pit." Skins suggested.

Jolene nodded. "We can retreat there, if it isn't octofied already."

"It's worth a shot!" Red agreed. "Let's go!"

The group ran through the alleys of the large city. "Look at this!" Joe pointed. "Our city's been consumed!"

"Don't worry, Joe. We'll take it back." Aimee affirmed.

"There's the Pit!" Jolene pointed. "Let's go!" The group began to run across the stretch of pavement to the Glitz Pit, until the whirring of engines stopped them.

"What is that?" Aimee asked.

Red squinted to see inside the Glitz Pit. "Guards." The windows of the Glitz Pit shattered as two large motorbikes pulled out. They were quite large, and had long strands of seaweed coming from the back. The Octarians that rode them looked strangely like the security guards in the Glitz Pit.

"Where do you guys think you're going?" one of the bikers asked.

"Think they're trying to get into the Pit." the second confirmed.

"That's right." Red agreed. "Get out of our way, now."

"As if that's gonna happen!" the bikers laughed.

"Red, don't worry." Robbie spoke up. "Abbie and I can handle this. You guys head inside.

"Sure." Red agreed. "Lead the way."

"Eeeeeeeeh, Ma'an!" Robbie called. "Want a piece of some Inkling here, Ma'an?" The two bikers revved up as they heard Robbie stand up. He motioned for Abbie to join him as she drew her InkSword. "Ready?"

Abbie nodded. "Ready." They dashed forward towards the Glitz Pit, while the bikers responded similarly. Robbie dashed ahead and flipped through the air. He planted a Suction Bomb on the biker as he drove away. The bomb went off, resulting in a large splash of ink. Abbie had rushed into the other biker, landing a blow with her sword. He kept going, until he crashed and exploded with ink. "Keep moving."

The group dashed into the Glitz Pit as fast as they could. A few Octarians who they were able to dispose of quickly spotted them. They kept moving until they reached the storage room. The group darted in quickly.

"That door frozen, Erick?" Red asked.

"You bet, Fred!" Erick patted the door. "No Octarian can get through this door."

"Great." Red confirmed. "Mush, let's have a look at the invasion plans."

"Sure." Mush turned the tablet on, only to see the words, 'Mission aborted' "Uh, Red? Says here the mission has been aborted."

"Impossible!" Red responded. "Let me see that." Red accepted the 'mission aborted' message to see a detailed map on all of the octofied buildings. The buildings had begun to return to regular buildings once again. "Let me have a look outside." Red took the tablet. "Wait here."

"It's true!" Red muttered to himself. "They're all leaving! But what would have made them do this?"

"Hey, Red!" Sir Swoop greeted him. "What a joke of an invasion!"

"Sir Swoop!" Red realized. "How did this happen?"

"Easy!" Sir Swoop explained." I called up some of my fellow Swoopers from all around. We started to carry these suckers off of the city and next thing you know, no more invasion!"

"Wow." Red muttered as he caught a glimpse of the mob Sir Swoop had called in. "Thanks, Sir Swoop. Now the only ones we have to deal with are…" Red checked the tablet. "What!?" He stammered. "They're in the Glitz Pit!"

"Well, let's go!" Sir Swoop agreed.

"Well?" Joe asked as Red returned to the room.

"It's right. The invasion is over. The streets are cleared; Sir Swoop's friends scared them all away. There's only one problem-"

"What?" Aimee asked.

"The remaining Octarians are in the ring." Red showed the screen. "Will, Dr. Phun, they're all in there."

"Which means the Gold Star is in there, too!" Paul figured. "We have to get it back!"

"Right you are, Paul." Red nodded. "Let's go."

"There they are!" Red pointed as they entered the ring. The Octarians were gathered around the machine, with the Gold Star back in the machine. The only Octarians that remained there were Dr. Phun and Will.

"What are they doing?" Gyanna asked.

"They must be trying to revive Grubba!" Jolene realized.

"They must've used the remaining Octarians to help power the machine." Skins figured.

"Correct, boney!" Will laughed. "We're going to revive this creature as our latest member!"

"əˈraɪz, ˈkriːtʃər! əˈraɪz ənd sɜːv jʊr ˈmæstər!" Dr. Phun ordered. The machine began to operate, as Grubba's injured body began to repair.

"YAAARGH!" Grubba yelled, as he arose.

"Macho Grubba!" Prince Mush readied himself.

"Macho Grubba is DEAD!" Grubba yelled. "Octo Grubba has arisen to serve the Octarian cause!"

"Yes!" Will smiled smugly. "It worked, Dr. Phun! Our latest solider is ready to waste these pathetic Inklings!"

"Naʊ." Dr. Phun responded. "Wi həv wɒt wi keɪm fər. Kʌm, Wɪl. Let əs teɪk ɑːr liːv." He ordered.

"Yes, sir. We must rejoin Octowser in the X-Naut Fortress." Will agreed. "Come, Octo Grubba. Let us take our leave."

"We shall meet again, Iron Incinerators!" Octo Grubba cackled, as he and Dr. Phun left.

Will smirked. "Bye." he ran out after them, but he returned. He grabbed the Gold Star. "Think Grodus may want this! See ya!" He bolted out.

"He took the Gold Star!" Red realized as he darted after him. He turned before he left and whispered to Aimee, "I'm going to bring Will back with me. Back to his people." He darted after them.

"Red's going after the Gold Star!" Abbie realized. "Let's give him a hand!"

The Octarians had reached their ship. "Get in, boss!" Will ordered as he pushed Dr. Phun and Octo Grubba into the tiny ship. "Let's go!" Will called as he jumped to the exterior-mounted cockpit.

"Oh no you don't!" Red jumped on top of the ship. "The Gold Star is ours!"

"ˈɔːtəʊpaɪlə ɒn!" Dr. Phun confirmed as he and Octo Grubba eased into the ship. He pressed a few buttons, turning autopilot on, leaving Red and Will to battle on top of the ship as it flew for the Gold Star. The ship took off, leaving Glitzville.

"RED!" Aimee cried as the ship took off.

"Will, that Crystal Star is ours!" Red ordered as the two battled on the moving ship.

"If you want it, come and get it!" Will held it up. Red lunged forward to attack Will, who laughed as Red slowly approached, due to the strong winds attempting to push him off the ship. Will had locked his feet into the ship to keep him from moving. Red lost balance and almost fell off. He just hung there on the back of the ship, holding on for dear life. "Ha HA HA! Will laughed as he saw Red hanging there, helplessly. He strapped some sort of magnetic boots to his feet so he could approach Red. He laughed as he approached Red. "Why don't you give up?"

"That Gold Star is ours! You have no idea what you're getting into joining with the X-Nauts!" Red yelled. Will grabbed Red by the neck.

"Dr. Phun and I know exactly what we're getting into. They want the world, those X-Nauts, and so do we! We want to get back at you Inklings for the pain you've caused us in the past!" Will yelled.

"You…are…an…Inkling!" Red exclaimed, between gasps for breath. "Traitor…!"

"I wouldn't call me names, Red. If you wish to continue, look down, 'cause that's where you'll end up!"

"Hrrr!" Red growled as he swung himself behind Will, holding Will off of the ship. "You feel like giving me the Gold Star yet?"

"Fine." Will reached into his pocket. He handed it to Red, and then hit Red's hand, forcing him to throw the Gold Star into the cockpit. They both saw and began to approach the cockpit. While Will was able to walk to it, Red was forced to crawl. As Will approached, Red began to slip. "Having fun back there?" Will laughed. "That star is Grodus' Star!"

"NO!" Red reached forward, and saw his gauntlet. He began to spray smoke in front of Will, blocking his vision.

"ARRGH!" Will called angrily. Red grabbed his leg and ripped a magnet boot off. With it, he began to slowly move towards the cockpit. "NO!" Will was forced to crawl to the cockpit, but Red now had a head start. Red inched his way into the cockpit, claiming the Gold Star. "NO!" Will yelled again, flinging himself towards Red, who had pocketed the Crystal Star. HE grabbed onto Red bringing him to the edge of the ship. "DIE!" He chanted, punching Red in the face. Red managed to dodge a punch and cracked Will with a Super Hammer smash. Will landed on the edge of the ship, holding on with one hand. Red managed to grab Will's hand before he lost grip of the ship.

"Come on!" Red yelled. "Let me help you onto the ship!"

"Ha! As if." Will sneered. "Fine, take the Gold Star. We weren't even looking for it in Glitzville. But that doesn't even matter, since we already have what we came looking for in the ship."

"What?" Red responded. "What were you guys looking for there?" Red noticed the land disappear from under the ship, as they began to fly over the ocean.

"Doesn't matter. We have Octo Grubba; we have the hidden weapon of the Glitz Pit that not even the management knows about. The Gold Star was just a bonus for Grodus, but seeing how you now have the Gold Star, he'll have to go to you to claim it." Will looked away, turning his head to see the blue ocean below him. "Let go."

"WHAT!?" Red stammered. "No way! Will, we can help you. Come back to your people."

Meanwhile inside the ship, Octo Grubba and Dr. Phun spotted Will hanging outside the ship. "That's Will!" Octo Grubba realized. Dr. Phun just nodded, not even bothering to look. "Aren't we going to help him?"

"Wɪl ˈhæz ˈnevər biːn ˈdedɪkeɪtɪd tə ði ˈɒkteəriən kɔːz." Dr. Phun explained, "Hɪz ˈsɜːrvɪs meɪ bi ˌɪrɪˈtriːvəbl, bʌt wi kən faɪnd ə rɪˈpleɪsmənt fər hɪm."

"Moving on to the next solider in line." Octo Grubba figured. "Very clever."

"C'mon, Will!" Red urged. "Together, we can save the world from the wrath of the X-Nauts!"

"You don't get it do you, Red, do you?" Will grabbed a small knife from his back pocket.

"Will." Red realized. "Don't even think about doing that."

"Listen to me, Red." Will continued. "The X-Nauts are going to win this battle, Crystal Stars or none. Dr. Phun and I have seen the artillery they've got stored away in their fortress, where you're headed right now. And now that they've got the whole Octarian fleet working with them? Do yourself a favour Red." He raised the knife.

"WILL!" Red ordered. "Don't you dare."

"They've got you guys beat, Red. Do you think a group of seven Inklings stand a chance against all the X-Nauts and Octarians, not to mention the all-powerful Sir Grodus? Even all the help you guys have found in Petalburg, The Great Tree and Glitzville can't help you win this battle, Red. Believe me, Red. I'd love to help you guys win this fight. This is one fight you guys have no hope of winning." He cut Red's arm, forcing him to let go. As he fell to the oceanic death that lay below him, he mouthed the words, "Give up."

"NOO!" Red cried out as Will fell to his death, "WILL!" He disappeared with a splash into the ocean. Red lay back on the ship, in tears. He brushed them off, and flew back to Glitzville.

It was nighttime in Glitzville. Many people had taken to the streets to congratulate the Iron Incinerators for their Championship debut. Suddenly, Aimee caught a glimpse of Red flying back, tired as could be. "RED!" She ran up to the exhausted Red, who collapsed upon arrival.

"I couldn't save him, Aimee. I couldn't." Red was still in tears. "I couldn't save him from what the Octarians had done to him. He couldn't save himself from himself."

Aimee embraced Red as the group gathered around Red. "C'mon. The blimp is here. We'd better return to Rogueport. Professor Frankly and Goombella are waiting."

As the Inklings returned to the blimp, they were bid farewell by a crowd of citizens, who applauded them. Jolene and Prince Mush were first to approach. "Thank you so much, Red, Incinerators. You don't know how much it means bringing Mush back to me."

"No problem, Jolene." Paul smiled. "Keep the Pit in good hands."

"You got it." She winked.

"Keep up the great work, guys!" Mush gave them a thumbs-up. "You guys came through for me in a big way, bros!"

"Stay cool, Mush!" Erick waved.

"I tell ya, you guys came through for me big-time." Skins thanked. "I'll never be able to repay you guys for what you've done."

"Don't worry about it, Skins!" Gyanna chimed in.

"I'll take you guys on next time you're in town!" Joe challenged. "Red, thanks for letting me help out."

"No problem, Joe." Red patted him, before he joined the team on the blimp.

"Hey, Rook!" King K. stepped forward, "Don't forget about me, R-Dog! I'll check on you again when you're in town!"

"You betcha!" Red winked. "See you guys, can't wait to return!"

"HEY!" Sir Swoop flew forward. "Don't forget me! I've got a ticket to Rogueport, too!"

"We can't forget you, Sir Swoop!" Red nodded. "Let's go, pilot! Back to Rogueport!"

"Roger!" The blimp took off for the long flight back to Rogueport. It was silent for the first few minutes until Aimee spoke up.

"So, Sir Swoop! Where are you headed?" she asked.

"Back home, back to Creepy Steeple to brush up on my training." He answered.

"So, Red?" Abbie asked. "What's the story behind Will?"

"Well, it's a long story. I guess I'll have to start. Our story starts back in…"

End Of Episode I