The very air around Odaiba was heavy as everyone, hero, cop and civilian stared up in terror at the being that called itself the Night Queen, looking as though it had emerged from the depths of their nightmares to bring about their end.

"Wh... what happened to her?" Darkblade asked in fear, where Vixen, after finally regaining her composure, gave her own opinion as she said with some nervousness. "It... it looks like she's become a pseudo Dark One. Not as powerful as Zhaitan, but close to it... The ritual must have drawn the power of the Dark Realm into her and changed her into this..."

Davis, meanwhile, took a step back as he gazed at the figure before him, feeling anger at himself for being too late.

And despite what he heard Vixen say, he felt this was something else, as though the ritual was designed to make it look like Kari had drawn on the powers of the Dark Realm to turn into this, but in reality, it seemed to draw out more of the dark power within her own being, and Davis felt the confined darkness within him being drawn to it.

"Kari... please, listen to me! You...!" Davis started to yell, only for what appeared to be two eyes began to glow from the darkness that was seen under the being's hood, before a powerful surge of darkness sent Davis flying back, almost off the Fortress as he caught himself, gripping the side of it before he could fall off.

"No more talk... I will show you the world meant for us..." The Night Queen said as she turned back over the city, raising both her arms as the scythe sparked with dark energy.

All around, broken buildings and debris began to course with the same energies, with some beginning to float up towards the dark portal, while all the Shadow Demons below and flying around began to let out cries of joy and excitement, unnerving the heroes even more.

"This has to stop. We have to stop her before she does... whatever it is she wants to do." Dragonheart said with a grunt, still feeling the broken bones and other injuries he sustained fighting Sora, but knew they had to stop Kari before it was too late.

"Agreed." HiTech said in reply, before informing. "The readings I'm managing to pick up are like nothing I have seen before, and if they keep going, then it will be over for all of us."

Getting a nod from those below, Seraph, Songbird and Responder began to fly up towards the fortress, while Vixen gestured for the rest to come over to her, with Lilly, Shadow Walker, Starlight and Quickshot joining the group after making sure Matt was taken to emergency care, before the mystic heroine focused her energies, causing orbs of light to surround the remaining heroes, which then followed the redhead up towards the Night Queen.

The Night Queen, meanwhile, didn't move or flinch as she saw her enemies, including her traitorous former friends and brother, coming towards her, not that it mattered to her.

As of now, nothing in this world mattered to the dark being, only its destruction.

Getting back up, Davis looked in fear to see the other heroes heading towards Kari as he thought in panic. 'No, get away guys! There is more going on here...'

But before he could rush over, a small army of Dark Warriors appeared around the maroon haired hero, who extended his blades, his eyes glowing as he glared at them, especially when one then said. "You are not to interfere, Ascended... you still have a part to play in our Masters' design..."

'Again... more than one Dark One...? Just what is going on here?!' Davis questioned mentally, but could not voice his words as the demons charged at him.

With V-Force being attacked, it caused the others to act, all focusing themselves on Kari, hoping to end her madness once and for all, with those in the spheres of light landing around the Night Queen, pushing down the growing sense of dread and fear that the dark being's presence seemed to cause as they prepared to fight.

"Kari Kamiya, I don't want to do this, so surrender yourself." Quickshot said, keeping her pistols drawn on the dark figure Kari had become, only to then feel a terrible shiver run through her entire body as she heard the being laugh, the sound like nails on a chalkboard.

"Still following the rules of the law?" She asked, her tone mocking the auburn haired woman, which didn't abide too well with Fighting Fury as his body began to pulsate with orange energy, causing the other StarCorps to look at him in concern, already knowing that he has been pushing himself way past his limits.

Then, with a mighty yell, Fighting Fury shot himself at the Night Queen, bringing his right arm back to deliver a powerful punch to the villainess with all his might, only to be shocked when she brought her left hand up, catching his blow, which send a shockwave out that almost sent the other heroes flying, before they looked in fear to see the Night Queen completely unharmed.

"Pathetic worm!" The Night Queen declared as her left hand pulsated with dark energy that she then threw as a great blast, sending Fury flying back with a cry of pain, shocking everyone as he landed on the fortress roof, skidding a few feet, before looking badly injured as he tried to get up.

This set the rest of the heroes in motion, trying to stop this demi-god before it could destroy everything they loved and cared for.

Dragonheart was the first to move, using his energy to form an energy construct shaped like a dragon around his whole being, which let out a mighty roar as he charged at his corrupted sister, hating to have to fight her like this, but did not see any other way to get to her.

"I'm sorry, Kari, but you've left me no choice!" Dragonheart yelled as he rushed at her, only to quickly move back, dodging a swing of her scythe, before his eyes widened as a shockwave of energy shot out of the blade, crashing into him and sending him flying back in great pain, landing a few feet back as he cried out in the added pain, while Lilly moved to check on his wounds.

"I am not your weak little sister any more... I am beyond her... beyond all of you now...!" The Night Queen yelled as dark energy flowed into the ring construct on her back, forming a dark orb, which then fired out dozens of blasts of dark energy, slamming into Responder, Razor Wolf, Midnight Raven, Starlight, Red Nova, Zephyr, Azumi and Darkblade, causing all of them to cry out as they were all knocked back, all landing around the battlefield as they felt a terrible pain rushing through their bodies.

Seeing more of their allies fall, concern and anger filled the remaining heroes and heroines, all knowing they had to approach Kari with absolute caution if they were to stand a chance against her.

Having seen what Kari could do, Seraph and Shadow Walker acted as both released a respective blast of light and shadow energies, having seen Fighting Fury's failed head on attack, believing long ranged moves would be safer.

The attacks, however, didn't seem to affect the dark being, where the Night Queen tilted her head towards Seraph and said with a laugh. "Is that all you have, TK? Pitiful... just like your brother..."

Knowing Kari was baiting him, Seraph remained as calm as he could, keeping himself distanced away from the dark being that Kari had become, only for his senses to kick in, causing him to move aside as dozens of dark portals opened all over the area, sending out tendrils of dark energy that tried to strike at the group.

With Kari's latest ability, it forced the remaining heroes and heroines to keep a high alert as they avoided the tendrils, some striking back at the dark masses, only to find their attacks did nothing to slow them down.

Sweeping under another tendril, Cosmic Knockout glared at Kari, seeing the dark hooded figure continuing to stare ahead, as if observing their fight and enjoying the sight of their humiliation.

'How... how can this... this thing be the same girl who I looked up to and inspire me?!' She questioned herself, letting her anger loose as she saw Kari seemingly paying her no attention, where the pink haired heroine then charged past the tendrils and made her way to Kari, ready to pummel her.

However, as she leapt into the air, ready to bring her fist down and onto the Night Queen's face, several tendrils wrapped around her arms, legs and torso, effectively holding and restraining her.

As Cosmic Knockout struggled to break free, the dark being turned her head towards the girl, as if examining her more closely, before the Night Queen then gave an amused chuckle, seeing past the visor as she said. "Ah, Eri... I should've seen it... You and your little boyfriend should have stayed out of my way... your deaths would have been less painful..."

Cosmic then looked in fear as the Night Queen brought her scythe up, seeing the dark energy sparking off of it, ready to strike, only for her to swing it in the opposite direction after hearing a loud yell, where the bound heroine looked past Kari, where she saw Frequency dodge the scythe, before launching several speakers at the villainess' face, each blasting with a pulse of sonic energy that actually caused Kari to stagger a little.

"You leave Cosmic alone!" Frequency called, expressing a serious and protective voice, pushing past his own fears and finding the fear of losing the girl he loved overwhelming him, before trying his hand once again, casting out several more speakers in the hopes it would buy him enough time to break Eri from her bindings.

And sure enough, the tendrils around Cosmic began to loosen, giving the heroine the chance she needed as she broke free from the restrictive grasp, before she and Frequency used the moment to move away from the villainess, less she turned her wrath on them.

Seeing his own chance, HiTech flew around the Night Queen, firing energy blasts and small missiles from his shoulders at her, finding his attacks dealing little to no damage, leaving him trying to figure some way of subduing her.

It was then, much to the tech hero's horror, that the villainess shot up at him with great speed, faster than even Thunderstrike could move, where she grabbed him by the throat, slowly squeezing the life out of him, leaving HiTech to struggle in her grasp.

"After seeing my brother as a 'Hero', it was easy for me to figure the rest of you out, Izzy... You might be smart, but not enough if you thought you could stand against me..." The Night Queen said as dark energy ran through her hand, electrifying HiTech and causing him to cry out in pain, overloading his suit, before Kari threw HiTech aside, leaving him on the ground and barely able to move, not only finding his suit no longer functioning, but his body had taken a great toll.

"HiTech!" Lilly cried out at seeing her love defeated, before her eyes widened as she felt a shadow behind her, turning to see the Night Queen before her, looking down at the heroine with her menacing glowing eyes.

"Don't fret, Mimi... you can join him..." The dark being said as she brought her scythe up, ready to strike the plant based heroine, and former friend, down, only to find her blade blocked by Fireguard and Cobalt Warrior, who used their own blades to try and hold the villainess back.

"You are starting to really test my nerves..." Kari then said with a growing irritant, before sending whips of energy down her weapon, which struck Fireguard and Cobalt Warrior, causing the pair to cry out from the intense pain that was forced upon them, causing both to lose what fight they were putting up against the Night Queen and fall back to the ground, leaving Lilly standing all alone.

But not even that lasted too long, for Kari swung her scythe around, directing the hilt into Lilly's stomach, knocking the plant user down and knocking the wind out of her, leaving her gasping for air.

Before the Night Queen could do anymore damage, she turned and began firing blasts of dark energy form orbs that appeared around her, firing at Thunderstrike, Cyberstriker and Quickshot as they raced to attack her, with the tai chi hero and the gunslinging officer sent flying back after being hit directly, while Thunderstrike leaped into the air to deliver a powerful kick, only for a tendril to grab her leg, swing her around a bit, then slam her into the ground, a sight that caused the dark being to chuckle, before narrowing her eyes as she then looked up to see the two heroines she hated the most glaring at her, the ones, in her warped mind, stole the man she loved from her.

"I will make your deaths the most painful..." Kari stated as she floated up towards Vixen and Songbird, who glared back at her, one wishing to find a way to stop the corrupt sorceress and help her for the man she loved, the other wanting to end the brunette not only for the evil she has done, but for the pain she had caused Davis.

"We won't let you hurt Davis anymore!" Songbird called back with a defiant tone, before attacking, casting out a blast of energy from her right hand, which was followed by Vixen, who brought her staff out, harnessed her mystic energies and released the building energies alongside Songbird's attack, finding that their combined powers clashed against Kari's being.

But merely swinging her hand, Kari dispelled the energies against her, shocking the heroines, before they saw the same dark orbs appear around the corrupt being, causing them to move as they dodged the barrage of fire, with Vixen bringing up magical barriers to protect herself and Songbird, only to groan in pain each time they were hit, shattering like glass before the overpowered dark energies.

'It's no use... why then? Why was I given more power if I can't...' Vixen started to mentally ask herself in concern, which then grew as both she and Songbird were then restrained by tendrils, both girls struggling to get free.

"This ends now..." The Night Queen then said as more tendrils appeared, grabbing at each of the downed heroes and heroines, who all groaned at the pain and tried to free themselves, only to look on with shock and dread as an orb appeared before each of them, gathering energy for one powerful blast each, with the intent on killing them all, where the villainess continued and declared with a growing wickedness. "There is no place for any of you in my new world... you will only exist as dust in the wind, along with all those other 'heroes' that stood in my path before you..."

"Enough!" A familiar voice then yelled, as a powerful blast of light shot through the area, dissolving the tendrils and orbs, causing the heroes and heroines to all fall to the ground, each breathing a sigh of relief, before turning to see the injured form of V-Force make his way over to the fight, having finally defeated the demons sent to hold him back, where he walked towards the Night Queen.

Turning and looking at Davis, a mix of rage, confusion and anger filled her as she tried to understand why he was still standing against her, why he couldn't see that she was doing all this for him, making her question if these infidels that kept them apart meant more to him than she did.

Raising her left hand, Davis then felt his body stiffen as he was lifted off the ground, before quickly shooting towards Kari, shocking and scaring the others as he was only a few inches from the darkness that was her face.

"You would die for them...? For this corrupt, wasted world...?" The Night Queen asked in growing anger.

"No..." Davis replied, shocking Kari as he then continued and said. "I'd die for that girl who brought a smile to a lonely boy so long ago."

His words brought back a memory to Kari, one she had long forgotten, remembering when she was younger, before her parents had died, when they went to the park, and Tai wanted to teach her how to play soccer, only for the ball to go past her, causing the young brunette to chase after it.

When it stopped, Kari saw that it was resting next to a boy sitting against a tree, and when her eyes landed on him, his own eyes meeting her own, she felt as though she had found something, or someone that had been missing from her life.

"Hi... Sorry about that, my brother was trying to show me how to play soccer." The young Kari said to the boy with a bright smile, who looked at her, and could not help but smile back, feeling the same as the girl before him.

"It's cool." The young boy said in reply, expressing a sincere and sweet smile as he handed Kari the ball back, keeping that smile and the positivity as he offered. "If your brother is ok with it, I could give you a few pointers."

"Thanks... My name is Kari by the way." The young Kari said with a bright smile, where the boy smiled back and replied. "My name's Davis. Nice to meet you, Kari."

Visualizing her younger self and the memory of Davis walking back to Tai and all three playing amongst the other triggered something in the Night Queen, causing her to lose her focus, where Davis felt himself freed from her hold, moving back as his wings glowed, taking notice of Kari as she gripped her head as she began to cry out. "No... I... but... why...?!"

It was then that Davis saw something, floating not too far off from where they were all standing, was the Dark Book, still glowing with energy, causing the young hero to realize the ritual wasn't over, and he still had a chance to stop it.

"I'm sorry, Kari, for not seeing the pain you still carried, but I'm here now." Davis then said as his body began to glow with light energy, gathering it into his hands, leaving many to think he was going to strike at Kari, including the brunette herself as she glared at him, preparing herself as he fired the blast.

However, much to everyone's surprise, the blast went past Kari, causing everyone to look and see it strike the book, setting it ablaze with light energy and causing it to slowly burn away.

It was in that moment that the Night Queen then let out a cry of agony, her dark form breaking apart as beams of light shot out of her, before there was a massive blast, so powerful that the dark fortress began to break apart, with the Odaiba PD and the Elemental Warriors below moving civilians out of the way from the falling debris.

As for the heroes, those who could fly were in the air, while the rest were saved by Vixen, who used her light spheres to land them on the nearest roof tops.

Davis, meanwhile, looked around, before he spotted her, looking to see the unconscious form of Kari falling, returned to her original form, her Night Queen outfit ruined and tattered as ever the darkness that surrounded her face and arms had vanished, along with her face mask, finally seeing the face after so long.

'She's alive.' Davis thought with some relief as he prepared to go over and catch her.

However, just before he could, much to the shock and horror of all, dozens of dark metal chains came out of the dark vortex over the city, wrapping around Kari's being, and dragging her up into it.

"I am not done with you yet, my Champion, there is still more for you to do." A dark and terrible voice, the voice of Zhaitan, then bellowed as it rang throughout the city, where hundreds of more chains seemed to emerge from the portal, anchoring themselves all over the city as everything began to shake.

"What now?!" Cosmic Knockout yelled in fear, before Vixen replied in horror. "Zhaitan... he's trying to drag our world into the Dark Realm!"

From what he had heard, and seeing Kari in distress, Dragonheart then extended his blades and swung at one of the chains, only for it to repair itself like it was nothing, where Vixen then said. "You need to stop it at the source!"

"Then that's where I'm going!" V-Force yelled as he flew up towards the portal, concerning many of the heroes and heroines watching.

"Not without me you're not!" Dragonheart then yelled, pushing through his pain to save not just the world, but his sister as well, believing that there was still the same caring Kari he was proud to call his sister.

And adding their own assistance, Fireguard and Responder flew after them, followed closely behind by Songbird and Vixen, who used her powers to help Fighting Fury and Red Nova join them.

"Hey, wait for..." Midnight Raven then began to say, only to look down and see hundreds of dark portals open across the city, where legions of Shadow Demons emerged, ready to cause more damage, including, much to their horror, three Shadow Colossi, who roared loudly as they began to march across the ruins of Odaiba.

"Let them go, we need to focus on the fight here." Cobalt Warrior said with great seriousness, where the other heroes moved to battle the demons, while the blond hero looked up, seeing the eight other heroes and heroines enter the portal as he thought. 'Good luck, I fear we all need it now.'