As the fighting continued across Odaiba, Cyberstriker found himself once again in combat with Ironfist, the cybernetic villain not letting up his assaults as he tried to finish the tai chi hero off once and for all, only to be annoyed by the interface as Azumi leapt in to help, using her staff to try and deliver a blow, only for the villain to block with his large robotic arm.

Despite it being two on one, Ironfist continued to repel the duo as he distanced himself between the pair, retracted his blade and withdrew a blaster stored within, surprising Cyberstriker and Azumi at this new weapon, before the pair quickly regained their focus as a rain of fire was cast down upon them.

"This ends now. I spent my life training to be the best, then a pointless accident took my arm, but opened opportunities for me, allowing me to become stronger than ever, strong enough to catch Her attention... so that one day, I could take down all you pathetic heroes and show the world I'm the best! And today, today they will all see it!" Ironfist yelled as he continued to fire at the pair, focusing more on Cyberstriker, wanting to get rid of the one, who in his mind, stood the most against him over the years.

"Talk about holding a grudge." Azumi then remarked, gracefully avoiding what attacks she could, while using her staff to repel those that came too close to her form.

"Ironfist, you could've done so much with your abilities, you could've helped others instead of yourself." Cyberstriker said, feeling some empathy for the villain as he continued to keep back.

"There's no point in helping the weak. The strong survive while the weak perish, now perish before me!" The cybernetic villain yelled as he brought his arm up, the cannon gathering massive amounts of energy in it, enough, as far as the tai chi hero could tell, to level the entire block they were fighting on.

"We need to act fast and take him out together!" Cyberstriker said as he looked at Azumi, seeing the raven haired girl nod and reply with continued trust, respect and care. "Take the lead."

Both moving in sync, Cyberstriker took the lead as the rushed at Ironfist, who was bringing his arm down to fire at him, only for Azumi to quickly appear next to him, delivering a swift kick to the bottom of his arm, forcing it to point upwards as he fired, the blast of energy hitting a Nightmare that happened to be flying above, tearing right through the shadow creature at the immense energies released.

Then, rounding herself to deliver another kick, in time with Cyberstriker's fist, the pair delivered a combined attack right at Ironfist's face, not only sending him flying back, crashing into a wall nearby, but also knocking him unconscious in the process.

"Ouch... ok was his face also made of metal?" Azumi asked as she bent down and rubbed her leg, feeling like she just kicked a brick wall, causing Cyberstriker to chuckle a little, which turned nervous as he saw Azumi glare at him, gulping, before the pair saw a large number of Stalkers rushing towards them, reminding them that the fight wasn't over yet.

"C'mon, let's handle these things together." Azumi said, giving a small smile behind her mask as she told the tai chi hero. "We make a good team, and I want to keep it that way."

A little surprised by Azumi's tone, recalling their first encounter and how distant she used to be, Cyberstriker gave a small smile, not only glad to have Azumi fighting with him, but the sense of trust she held continued to encourage him on, where the two then moved in to battle the shadow demons heading for them, while the masked girl thought to herself. 'Maybe joining the heroes isn't so bad after all...'

Meanwhile, with Dragonheart not available, Fang took it upon himself to deal with the lesser authorities of law, cutting through their lines and destroying their robotic reinforcements, all the while, looking up and smirking at the growing inferno of flame he saw on one part of the fortress roof, knowing that his nemesis would soon be cinders.

'TK... I hope you found somewhere safe to hide...' Fang then thought as he looked around, seeing frightened civilians either running for their lives or cowering in fear, feeling some guilt and sympathy for them.

But refocusing, knowing he had his own role to play for the Night Queen, as he was about to cut down one of the officers in front of him, only for a blast of light energy to slam into his chest, sending him skidding back a few feet, were he looked up and was surprised to see Seraph land in front of him, a sword of light in one hand, where the hero said in a determined voice. "Your fight's with me, Fang."

"You? Don't make me laugh, angel boy." Fang said back dismissively, crossing his arms as he asked. "Dragonheart can't even take me down, why should I worry about a weakling like you?"

Seraph didn't reply with words but action, surprising Fang as he quickly shot at him, slamming into his chest, before quickly lifting the pair up into the air, launching them up to the rooftops, before slamming Fang onto the ground, causing him to cough a little as he got up.

"Lucky shot, but next time..." Fang began to say, only to find himself cut mid sentence when Seraph slammed his right fist into his stomach, almost causing Fang to heave at the impact, feeling a continued pain fill him as the angelic hero continued to attack him, as if releasing a dark rage he never knew of.

"Ok, that's it..." Fang said, managing to back away from another swing from Seraph, where he then gathered his energies and yelled with a fury of his own. "You asked for it, brat!"

His energy gathering around his arms, creating blue energy-like wolf claws, before Fang rushed at Seraph, who used his sword to try and block the attack, only for Fang to strike it with his right claw, while sweeping his left claw at Seraph's side, not only causing him great pain, but sending him flying to the side, skidding on the ground a little.

But shaking off Fang's attack, Seraph quickly landed on his feet, just as he blocked another claw attack and tried to counter with a swing of his blade, only to find Fang bring his claws up to shield himself.

As Seraph gave several strikes with his blade, forcing Fang to stay on the defensive and keep his claws up, Seraph dispelled his balde, confusing Fang a little, before finding the angelic hero rush at him, tackling him to the ground and on his back, where he began to punch Fang over and over, showing no mercy.

Fang, meanwhile, was getting annoyed, before pushing past the pain, focusing as he gathered his energy into his being, releasing a blast of concentrated energy that sent Seraph flying up, only to stop as Fang quickly got up and grabbed him by the throat with his left hand, causing the angelic hero to start to struggle as he saw Fang bring his right claw up, ready to strike.

"Nice effort, kid, but you were an idiot for coming at me." Fang said with a smirk, ready to end the hero right there.

However, confusion filled Fang as he saw Seraph pull his arms up and set his hands on his helmet, taking it off.

The moment he did, Fang froze, fear and denial filling him as he saw the face of his younger brother. "TK...?"

"Matt." TK replied with an angry, if not struggling voice due to his circumstances, filling Fang with shock as he suddenly let go, causing TK to fall to the ground as he tried to catch his breath, before glaring up at his brother, who continued to back up in shock.

"No... no...no..." Matt said over and over at the revelation that not only was his brother one of the heroes he had been fighting, but that TK now knew the truth about him, his one link to his old life now staring at him with growing anger and rage.

"Matt... I thought you had changed, I thought you had stopped with your old ways. I wanted to believe you were trying to make things right, but you betrayed me!" TK snapped, finding his fists shaking and him to tear up a little.

"TK... I..." Matt started to say, only for TK to yell back and cut him off.

"Shut it!" TK yelled, continuing to express his fury as he let out. "All this time you were helping Kari, you just stood back and let her kill, harm and manipulate others. You willfully followed her commands, not even caring who you killed. I trusted you!"

'Fang, kill him, now!' Kari's voice, which both brothers heard, filled their minds, which caused TK to clench his fist in anger, especially as he saw Matt's arms continue to glow with their aura, believing that now his brother was about to attack him.

"So I see you've made your choice." TK said, ready to fight his brother if he had to.

However, much to TK's confusion and surprise, the aura around Matt's arms faded, the villain bringing up his hands as though he was surrendering, bringing a tear to TK's eyes and a smile to his face.

However, that smile quickly turned into a cry of panic as a bullet went through Matt's chest, causing the masked villain to cry out as he fell forward, allowing the shocked form of TK to see that, despite him being far away and in a battle with Quickshot and her fellow officers, Deathstrike had a clear shot, and willingly took down his ally for not following orders.

"No!" TK yelled at the top of his lungs, quickly rushing to grab his brother's falling form, who groaned in pain as he placed his hand over the wound, before the younger blond extended his wings and carried his brother down to the alleyway, out of sight in the event Deathstrike went for another hit.

"Izzy, I need you here, quickly! Track my location and get over here, now!" TK yelled into his comm as he tried to hold back his tears, resting Matt on the ground as he took the older blond's helmet off, before placing his hand over the wound as he began to say. "Hang in there, please! It's going to be..."

"TK... listen..." Matt groaned through his pain, cutting his brother off as he continued. "I.. I'm sorry... I'm a screw up... always have been... everytime I tried to get away from this life... I always get pulled back in... and before I knew it, I ended up in a situation I couldn't see my way out of. The only plus side... was it allowed me to spend time with you again... It... it felt good that you were proud of me... you were always the best of us... little brother..."

TK couldn't stop the tears from coming down his cheeks, now regretting the anger he felt towards his brother and not wanting to lose him like this.

Thankfully, the sounds of energy wings caught his attention, turning to see HiTech land near him, while Lilly, Starlight and Shadow Walker came rushing into the alley, before the four heroes saw the sight before them.

"Help him, please!" TK begged as he continued to tear up, where HiTech moved down into a kneeling position next to Matt, his right hand over the wound as he scanned it, while Shadow Walker called in the EMTs to come to the area.

"Joe, I got someone with a bullet wound here, walk me through it." HiTech said through his comms, before Matt took in everything he was hearing, looking at the tech hero as TK's words entered Matt's mind.

'Izzy...? Then...' Looking over at Lilly, Matt quickly recognized the features of Mimi, realizing his old friends were still looking out for his brother, before his eyes widened at another realization.

'Then... he... he's...' Matt thought as he looked up towards the fortress, seeing the flames as he knew Dragonheart and Red Phoenix were fighting, now knowing exactly who his arch enemy really was, as well as the pain he must be going through.

Above, Tai did his best to continue to dodge the flames, having grabbed his helmet at one point and putting it back on, just to protect his head from the heat, while dodging whips make of pure fire as they lashed at him, the brunette still freaking out at the dark look on Sora's face and the Mark glowing on her forehead as he remembered what Rika told the team about the spell after the incident with tommy.

'Like I said during the fight, it binds the victim to the user's will, and the longer it remains on them, the stronger it becomes and the harder it is to remove, leaving the victim's mind however the user desires it.'

'Damn it... Red Phoenix appeared only a few months after Kari made her debut... which means she's been her pawn for three years now... or longer!' Tai thought in anguish as he looked upon Sora, who hadn't said a single word since she started attacking him, the Mark seeming to take hold of her and wipe away what free will she had.

So distracted in his thoughts, Tai didn't see when Sora rushed at him, tackling him and pushing both of them off of the edge of the fortress, where the corrupted fire user began to laugh insanely as she covered her being in flames, gripping Tai tightly as they plummeted down, looking like a fireball as Tai gave a great cry from the intense heat consuming him, before they crashed on a rooftop below, where Sora delivered a quick kick to the brunette's chest, sending Tai skidding towards the edge of the roof.

"What's wrong? Afraid to fight me? You wanted to stop my Mistress, so fight me!" Sora then said in an insane tone, her glazed over eyes narrowing at Tai, where her smile turned even more wicked.

"Sora... fight it. I know there's good in you... please, come back to me..." Tai groaned, pushing himself as he ignored all the pain he felt, ignoring both the burns and broken bones, alongside the mental anguish within him.

"She promised me you." Sora then said, causing Tai's eyes to widen as the corrupted girl continued. "She promised we'd be together, forever in the new world... Maybe if I break you, she'll still let me keep you!"

"Is that really the life you want...?" Tai asked, shaking a little as he managed to get to his feet, staring at Sora as he then let out. "I remember when we were together, no Dragonheart, no Red Phoenix, no masks or costumes... I was happy to be with you, and you seemed happy... Those were the moments I loved because I was with you... You seemed so happy, but was that all fake to you or did you really love me...?"

Tai's frown grew as Sora's laugh sounded like she was having a mental breakdown, where the orange haired girl said with a dark smile. "Of course I love you, of course I was happy, and Mistress promised it would never end... Never end... I will obey my Mistress!"

Sora's body was once again consumed in flames, consumed by Kari's dark influence and Tai was becoming desperate, not wanting to harm Sora but wanting to stop her before she could cause anymore harm.

"I will destroy everything! For my Mistress, I will end you!" Sora yelled as she charged at Tai.

"Forgive me, Sora." Tai merely said, allowing his amber energies to consume his being, hating himself for what was going to happen, but he knew there was no other way.

Back below, the fighting raged on as several officers used their vehicles as a barricade, firing shot at the Shadow Demons as they charged at them, before a sinister laugh behind them caused them all to turn and see Asta appear in a dark mist, which circled around his being as his tommy guns appeared in his hands.

Then, almost like a blur motion, it appeared that Asta was firing in all directions at once, causing the police to find shelter as the dark bullets ripped through everything around the villain, who continued to laugh darkly at his handiwork.

The demon half of the gunslinging villain felt more alive than ever, feeling the dark energies from the portal fueling him, almost to an intoxicating level, and Asta was also enjoying every moment of it.

However, and with his heightened senses, the villain then side stepped, avoiding the fireball aimed at him, before he turned and looked up, seeing Fireguard and Zephyr glaring down at him.

Glaring back, Asta asked. "Did you have to cut into my fun?"

"Everytime." Fireguard replied, before extending his arm blades and rushing down at the demonic villain, who dispelled his guns in black wisps of smoke and drew his daggers out, using them to block against Fireguard's attack.

"I am getting sick and tired of you, freak!" Fireguard yelled as he pushed back against Asta, the pair flying back as the villain skidded across the ground, while Fireguard's wings left a trail of flame in his wake.

"I was about to say the same for you and your little girlfriend. Now we end this!" Asta yelled in reply as he pushed Fireguard back, before the pair began to trade blows, parrying against their blades as they fought, before Asta swung his left blade to the side, blocking a swing from Zephyr's claws as the two elemental warriors worked together to take on the demonic villain.

With their teamwork, Fireguard and Zephyr managed to keep Asta on the defensive, finding that through their close range, the demonic villain continued to try and fight dirty, dropping his daggers from time to time as to allow himself to recall upon his guns and try to shoot the heroic duo, each shot just missing their beings as they dodged his attacks, both feeling frustrated, while getting desperate as they saw Asta's bullets barely missing civilians that were trying to get to cover.

"Zephyr, we need to end this now! You know what to do!" Fireguard yelled, getting a nod from the blonde heroine, already knowing what he had in mind as she quickly flew up and into the air, bringing her hands together and gathering her elemental energy in them, creating a powerful vacuum of wind, before casting out the elemental energies as a powerful tornado that circled around Asta, lifting up the demonic gunslinger, who shook wildly against the winds.

"Let me go! What are you doing!?" He yelled with a growing rage, trying to fight back and break free from Zephyr's attack, trying to flap his wings and get his bearings.

Fireguard then acted, showing his teamwork alongside the wind user as he brought his hands together, before unleashing a stream of fire at the tornado, which then wrapped itself around the turbulent winds, turning the tornado into a fire tornado, which Asta began to scream within.

"Damn you both! Damn...!" Asta started to yell, his demonic form protecting him to an extent from the force and the inferno, before he looked up, seeing both Fireguard and Zephyr coming at him with their fists clenched, which they slammed into his face as the same time, sending him crashing into the ground below as the tornado dispurst, leaving Fireguard and Zephyr standing above the fallen form of Asta, seeing that as he lay unconscious beneath them, his demonic half had retreated further into his being, allowing the darkness around his being to disappear, revealing his normal face as Ryouma, where he lay knocked out.

"Come on, the cops will deal with him. We have to help stop this madness." Fireguard then said as he and Zephyr took off, launching themselves at the closest grouping of Shadow Demons they saw, continuing to dwindle Kari's forces, but both knew they still needed to take down Kari herself.

All around, the fighting continued, with Cobalt Warrior, Razor Wolf, Responder, Darkblade, Midnight Raven and Songbird battling the demons as best they could, Vixen locked in a magic duel with Psychonis, who had some unusual help in the form of magic wielding Dark Warriors, Quickshot and her fellow officers were battling Deathstrike, leaving Fighting Fury battling Shadowknight, only for the auburn haired hero to quickly make a run for it as the Colossus seemed to turn its attention on him, trying to step on him with its massive feet.

Meanwhile, Red Nova and Thunderstrike were once again battling their old nemesis, Fusionist, who stood on top of a raised platform of rock he had created as he cast down shards of metal, wood, rock, and fire at the pair, laughing insanely as he did so.

"Ironic, isn't it? That at the end of the world, I finally get to end both your miserable lives!" Fusionist yelled in joy as he continued his fused attacks at the pair, while inside, he was starting to get annoyed, mostly due to the fact that not only were five of his allies taken out, but one particular blonde was off doing her own things instead of helping like she should be, glancing over with a glare at Charm Mistress, who was having her own fun toying with the cops, using her psionic abilities, instead of focusing on the 'heroes'.

"We haven't given up before against you, Fusionist, and we won't start anytime soon!" Red Nova declared, continuing to avoid Fusionist's onslaught and doing what he could to try and strike back, casting out a series of fireballs at the villian, who brought up his left arm, which was coated in metal, allowing Fusionist to repel the attacks with ease.

"You're going to have to do better than that!" Fusionist yelled as he then slammed his right hand into the ground he was standing on, causing tendrils of rock to shot out of the platform he was on, the tips of which were burning with flames as they rushed at the pair, with Red Nova barely able to dodge it, while Thunderstrike had an easier time thanks to her super speeds.

Rushing over to Red Nova, setting a hand on his back as she moved close to him, Thunderstrike asked. "Are you ok?"

"I'll be fine." Red Nova assured, before staring at Fusionist and commenting. "But it looks like we'll have to use a little combination power of our own if we're ever going to land a hit on him."

Giving a sudden groan, Red Nova fell forward, looking as though he had taken more damage than he was letting on, bringing a concerned expression to Thunderstrike as she quickly set her arms around the fire user, helping him down.

"You just rest for now while I take Fusionist on." The speedster heroine said as she glared at Fusionist, looking ready to strike.

"Tunderstrike, wait..." Red Nova began to call, only to see the spot Thunderstrike was standing at was vacant, seeing the heroine charging ahead at Fusionist.

With Red Nova down and seeing Thunderstrike coming at him, Fusionist gave a dark smile behind his mask as he stared down the heroine.

"I already took down your boyfriend, so how are you going to defeat me?" Fusionist asked, continuing to show his power as he turned the ground leading down the platform into ice, causing Thunderstrike to quickly steady herself as she tried not to slip on the changed ground she was now on.

Keeping her composure despite the disadvantage against her, Thunderstrike acted fast, showing her quick wits as she used Fusionist's ice floor as a launching pad, jumping high into the air and landing behind Fusionist, seemingly catching him off guard as she swung around and delivered a powerful spin kick, only for her leg to get caught by one of the rock tendrils, wrapping around her left, before throwing the heroine off to the side.

"Like I said before, you..." Fusionist started to say with growing arrogance, only to quickly turn as a blast of fire came colliding with his face, curiosity of Red Nova, who smirked to see that his secret plan between him and Tunderstrike had worked, with him pretending to be injured, allowing his partner to distract Fusionist and to work together to land a blow.

However, when the flames cleared, both Red Nova and Thunderstrike were shocked at what they saw, seeing that part of Fusionist's mask was burnt off, letting his hair flow freely and his hazel eyes to be shown as he narrowed them at the pair.

Meanwhile, after taking a winged Dark Warrior out and turning to her allies, the moment her eyes landed on Fusionist, Songbird had a flash as the memory came back to her, walking down the hallway to her dressing room, and the 'reporter' that was waiting for her.

"You!" Songbird snapped, feeling her anger consuming her as she yelled. "You were the one who put that demon inside of me!"

"That was the Night Queen's idea." Fusionist said defensively, unnerving those watching as Fusionist's personality seemed to change a little, going from the insane persona they were used to and becoming more calm and collective. "I only wanted to enslave you to my will like she promised, which reminds me, I never got to thank you for being such a very cute slave."

As Songbird fumed, feeling embarrassment mixing in with her anger, Red Nova, meanwhile was shocked, for he recognized Fusionist as a former classmate, one that disappeared from school after his family was killed in a botched robbery.

'Someone else I failed to help...' The fiery hero thought, wondering if he had paid more attention back then if he could have helped change the path this person took.

"Tagiru Akashi." Red Nova then said, expressing a more empathetic voice, causing Fusionist to tilt his head at hearing the hero he had fought and had despised for so long call him by his name, before he asked. "Why walk this path? After what happened to your family, why use your powers this way instead of helping others to not suffer their fate?"

"Why? Because there is no true justice, there is no true peace in this world. It is a corrupt, vile place where the strong prey on the weak, where you so-called 'heroes' claim to protect the peace, but you confuse peace with quiet while allowing the media to fan your egos and leave those who deserve to suffer in power." Fusionist replied, revealing his motivations, before he added with a grin behind the rest of his mask. "That's why I chose to follow her, to follow the Night Queen, because she is going to tear this world, build on a corrupt system, down and build a new one in its place!"

"And after all we've worked for, we won't let our plans be ruined by the likes of you!" He then yelled as he slammed his right hand into the ground, where the effect was instantaneous, causing the heroes, cops, demons and villains to move quickly.

When it passed, all of Odaiba looked different, with buildings tumbled and broken, rock formations all over the place, and people cut off from one another as they all looked in the direction of Fusionist, still in shock by his power, before they saw the unconisous forms of Ironfist and Asta land next to him with a thud.

"You both agree with me don't you? Ryo? Ryouma? You both put on a good fight, but now, now we show them what real power is!" Fusionist then said with an insane look in his eyes as he placed his hands on the unconscious forms of his allies.

At the next moment, the trio were consumed in a pillar of energy, blinding most who looked at it, before they all heard Fusionist speak, though his voice was altered slightly. "I admit... in the past, you might have been stronger than me, Red Nova."

Within the beam, everyone then saw the black silhouette of a figure form, only for their eyes to widen as two more arms appeared on the figure as it grew twice its size, leaving Dark Ivy, Dark Hawk and Stryker looking petrified along with the officers guarding them, TK, HiTech, Lilly, Starlight and Shadow Walker looking in terror as the EMTs worked on Matt, whose eyes were widened at what he had come to witness, along with the other heroes, including Davis, who stopped fighting through the flying Shadow Demons blocking his path to Kari as he looked down in shock, while Charm Mistress and Psychonis looked at the sight with mixed fear.

The only ones who weren't shocked were Shadowknight, who focused on fighting, along with Red Phoenix, and Kari, who looked down from where she was on the fortress with a dark smile on her face.

"But I have surpassed you in every way, and now I will tear you apart limb from limb!" Fusionist yelled as the light vanished, revealing his new form, showing that one of his new arms looked like Ironfist's cybernetic arm, the other made of pure darkness, with wings coming out of his back and his face mask replaced with one that looked metal with demonic writing on it, his eyes glowing a deep crimson red as he glared down at Red Nova, who gulped at witnessing the true extent of Fusionist's power, seeing that he had merged Ironfist and Asta into his own being.

And while a continued dread filled him, managing to steady himself as he stared at what Fusionist had become, Red Nova knew his fight was far from over.