The Dark Phoenix

by TheBaneOfHumanity

(INFINITY VERSE) An ancient being from beyond the stars has come to Earth, and it seeks a host! As its fire and fury takes control one of the heroes' souls, the sins of Optimus Prime's past come to light along with it. Now, a line in the sand is drawn as Earth's fate hangs in the balance. Can the world be saved, or will the world turn to ash from the fire of the Phoenix?

8. Act 1 - Chapter 8

DISCLAIMER: I own absolutely none of the properties you will see here. All rights go to their respective owners.

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The Dark Phoenix

Act 1 - Chapter 8

---

Underneath her mask, Wendy was trying to keep up the appearance of a strong villainess, but her growing desire to bond with the Phoenix was starting to make it harder to keep her cover. As Black Hat lead her and Baroness back to the villain's meeting room, the benched heroine was greeted by a sight that nearly made her very soul become consumed by fear. Standing among the gathered villains was none other than Megatron. The infamous leader of the Decepticons was known and feared throughout the Infinity League was one of the greatest threats to Earth. One that no member outside of Optimus had managed to overcome. The former gladiator looked down at the Head Huntress with contempt in his red optics as the other villains entered the room.

Megatron was not alone, for he had several of his underlings alongside him. As Black Hat had mentioned before, Soundwave was among the gathered Cons with Laserbeak perched on his arm. Starscream stood off to the side but remained in Megatron's field of vision, no doubt distrustful of his air commander being left unsupervised among all these other villains. Finally, there were Nitro Zeus, Lugnut, and Tankor, who were obviously brought along as extra muscle to show the raw strength of the Decepticons. While Wendy was admittedly put on edge by the sight of the malevolent machines, she had to keep up the strong bravado of her villainous persona.

"I wasn't aware that we'd be graced by the presence of the great Megatron," she said in mock respect.

"You must be the Head Huntress," Megatron replied. "Since you are new and are the protection of Black Hat as a guest, I will overlook your lack of respect this one time."

He then pointed his fusion cannon at the undercover hero.

"But there will be no second time," he warned darkly. "Is that understood?"

Baroness watched as her daughter stood her ground as her hand moved close to her sidearm out of maternal instinct. Admittedly, she was impressed by her child's fearlessness before the lord of the Decepticons, no doubt a trait that she inherited from her. After a brief standoff, Megatron stepped back before Black Hat spoke up.

"I believe you said that Laserbeak had found something?" the demonic arms dealer noted. "Care to share it with us?"

Megatron growled at that remark before looking over to his communications officer.

"Soundwave, show us your findings," he commanded.

"YES, LORD MEGATRON," Soundwave complied.

Soundwave's bird-like minion then projected a holographic image from its optics for the other villains to see. Images flashed before the Society of the brutal battle between Grimlock and Ryoko as well as Yang's rampage through the Tower. While the sight of her teammates being pummeled was hard to watch from under her mask, Wendy couldn't help but feel a sense of satisfaction to watch the very leaders who had exiled her from the League getting beaten down during the fight.

"Whose the blondie?" Jack Spicer asked the other villains.

"Our best guess is that she's one of the other subjects under the Phoenix's thrall," Starscream answered. "But where she came from is a mystery."

"It doesn't matter," Megatron disregarded. "What matters is that she's another target to add to our list."

"Speaking of targets, I believe Soundwave mentioned that Buzzsaw and Ratbat had an update on the situation in Tokyo," Black Hat mentioned.

"THAT IS CORRECT. THE AFFECTED MEMBERS OF THE LEAGUE HAVE BEEN ENCOUNTERED BY THEIR TEAMMATES AND AN UNKNOWN FACTION LEAD BY DAVID XANATOS," the Decepticon answered.

"You mean, with the exception of one, that is," Starscream noted. "There's still no sign of the one they call Lumberjane."

"That is because our esteemed guest and her partner have her," Black Hat answered. "Or, better put..."

The leader of the Society suddenly unleashed a shadowy tendril from his back that wiped Head Huntress's mask right off of her face, revealing her true identity for all to see as she fell to the ground from the hit.

"She IS her!" he finished with a wicked cackle,

Wendy was exposed and vulnerable. She could see it the horde of villains eyes that they wanted to fall upon her and tear her limb from limb. However, there was one among them that did not have a look of rage on their face. The Baroness looked upon the false villain with a façade of what could almost be seen as concern. Almost as if she was worried about the heroine's safety.

"I say we kill her now!" Voltura proclaimed as she charged up her wrist laser.

"Stop!" Black Hat commanded.

"Stop?" Jack questioned. "What do you mean stop?!"

"Yes, I'd like to know why as well," Megatron growled.

"Why should we attack one of our own?" the Society's leader countered.

The demon then picked up Wendy's mask as he looked directly into its optics.

"Hello, Red Talon," he greeted with a dark smile. "Or, do you prefer to be called Mason Pines?"

---

Mason, who had been keeping watch over Wendy from his lair, was in a state of panic. Not only was his girlfriend now stranded in a nest of villains, but Black knew who he was as well. But the question was, how did the demon know his true identity? He had been certain to cover his tracks so that no one, neither hero nor villain, would know that he was the Red Talon. He was horrified at the thought of putting Wendy at the mercy of the Society, and it was all his fault. There was only one way to save Wendy now. He had to call the League at once. He knew that he would have to tell them everything and that it would more than likely lead to him being imprisoned and his family forever disowning him, but so long as Wendy was safe, then it would be worth it.

He reached for his communicator, but just as he was about to lay a hand upon it, a clawed hand reached out and took hold of his wrist. He turned to see none other than Black Hat himself standing over him with a demonic smile on his face. Mason's mind was reeling at this point. He had no idea how Black Hat had managed to traverse thousands of miles in mere seconds, let alone how he found Mason's lair for that matter. There wasn't much in terms of information on Black Hat's true power set, but it had been always theorized that he was considered to be an Omega Class threat. Despite the fear he was feeling, Dipper refused to cower before the arms dealer.

Still in his Red Talon suit minus the mask, Mason popped his wrist blades on his free hand and attempted to slash at the leader of the Society's face, only to be suddenly slammed face-first onto his computer's control panel with little effort.

"I don't want to harm you, but do that again, and I'll tear your arms right out of your sockets!" the demon warned.

Before Mason could say or do anything else, Black Hat and his captive traveled back to the place where they had left Wendy, where the arms dealer tossed the young man next to his girlfriend's side, no doubt so they could be killed together. Mason put himself between his lover and the villains with his wrist blades at the ready. If he was going to die, then he would die protecting the woman he loved. However, just as the villains were about to rush them, Black Hat put up a hand as a silent order for them to hold their position.

"You don't need to be afraid of us," Black Hat informed them. "After all, we're both after the same thing."

"Bullshit," Mason sneered.

"Oh? Think about think, my boy. Who's actually trying to help your girlfriend?" the demon inquired. "Not the League, that's for sure."

"That's a lie!" Wendy shot back. "The League was only-"

"Trying to get rid of you because they didn't believe you," the arms dealer countered. "I bet that when you told them about the visions you were having, they thought it was just stress and wanted to bench you to be done with the whole matter."

Wendy and her lover said nothing. They didn't want to admit it out loud, but Black Hat was right. When they needed the Infinity League the most, they turned their back on them, forcing Mason's hand to seek out help from the band of villains in order to protect the girl he loved. However, that still didn't explain how Black Hat knew that Mason was the Red Talon.

"How did you know who I really was?" he questioned.

"I'll admit, I wasn't aware of your true identity at first," the demon answered. "But when the 'Head Huntress' said that you two had managed to capture Lumberjane, that's when I suspected something. I mean, come on. You just snatched up a superhero with no blowback? Benched or not, you really think that the League would just leave one of their own to be captured by a pair of villains? Next time think of a better lie, kiddies!"

Mason and Wendy again remained silent, though knowing that they had messed up.

"And then, I thought 'Well, if Lumberjane is the Head Huntress, then it would stand to reason that the Red Talon is her lover,'" Black Hat furthered. "And honestly, I'm a little ashamed of myself for not thinking of it sooner. You never killed anyone as the Red Talon, even with all the tech you stole to kill the League, and you sure as shit weren't selling any of it, or I would've known about it. Plus, you always seemed to know when and where to strike when the League wasn't ready for you. Something that only one of their own would know."

"So, what happens now?" Mason asked. "Is this the part where you kill us?"

"Have you not been listening to a word I said?" the head of the Society questioned. "I'm not your enemy here, Mason. The Infinity League is"

"I doubt that," Dipper growled.

"Oh?" Black Hat retorted before pointing to Wendy. "Look at your girlfriend."

Mason turned to look at Wendy and was shocked by what he saw. He was so caught up with everything that was going on that he failed to see that his lover's condition was worsening. Her skin was pale, and she was sweating profusely. It was like she was having a full-blown fever right in front of her.

"The Phoenix is getting closer," Black Hat said. "The mental strain of being away from it is starting to have an effect on her mind and body. If she isn't bounded to it soon, she may lose her mind and her very life from the pain she's in."

That not only shocked Dipper, and also Wendy's secret mother as well. The Baroness knew she had to protect her daughter, but to bring her to bond with some cosmic entity to save her life would be no small feat. Still, the Cobra agent would stop at nothing to save her child, even if she had to fight everyone on this planet to do it. The same could be said for Mason, who at this point was ready to go to war with the League so that Wendy could be saved from a death they could've protected her from themselves had they not cast her out.

"I bet you tried to warn Prime and the other leaders, am I right?" the arms dealer continued, placing a hand on his shoulder as he did. "But they looked down on you because you weren't a full member of their little club. That's always been the case for you, hasn't it? Constantly thinking that you're not worthy of being on the frontlines like the rest of the team."

Mason clenched his fists upon hearing that. He knew that it was just Black Hat trying to get in his head, but at the same time, he was right. Too long had Optimus and the other leaders of the League overlooked him when they knew that he was ready to fight the forces of evil out on the field. But now he saw that the evil wasn't outside Skyward Tower, but within it. And it wasn't just the League that had betrayed him, but his own family as well. Ford was one of the seven conspirators who caused this mess to begin with. A man he once admired and respected had ended up betraying him, and it may cost him his lover's life in the process.

Then there was the matter of Stan and Mabel. Stan had tried to be supportive and help him in his crusade, but at the same time, he feared that his uncle would not go all the way in aiding him in his crusade. Who really concerned him was Mabel, who had already told him that she would turn him in if she found out that he had taken up the mantle of the Red Talon again. He still cared about his sister, but it was becoming evident that she would stand with the League and not her twin brother.

"Join us, and we can help you both in ways that the League cannot," Black Hat said.

He then handed Mason his mask.

"So, tell me, Mr. Pines..." he asked. "Do you want in?"

---

While Randy's face was covered by his mask, he hid a look of dread underneath it. The Ninja and his team were about to get into a battle on two fronts that he wasn't prepared for. He was hoping to just talk down the White Ranger and the others and hopefully not even throw a single punch, but Xanatos and his team of monsters had ruined any chance of the mind altered heroes standing down. As the three teams faced off with one another, there was an uneasy silence among them as they waited for who was going to break the tension first.

"Are we really doing this?" Rena muttered to her lover.

"We don't have a choice," her lover replied. "Steven and the others aren't going to back down, and Xanatos' freak show isn't going anywhere any time soon."

"But we're outnumbered here," Lady Jaye pointed out. "We should fall back and call in for back up."

"There's no time," the Ninja denied. "If we fall back now, these guys are gonna tear the whole countryside apart!"

"Maybe we should team up with Xanatos?" Pearl suggested. "They may be able to listen to reason and just help us subdue the others."

"Pearl, when's the last time you remember David Xanatos being reasonable?" the League leader countered. "I'm not working with a bunch of killers."

"So, how do we play this, then?" the Red Ranger asked.

"Try to focus on our teammates. We're here for them, not the monsters," Randy ordered. "But if Xanatos and his team try to go for our friends, then fight them off."

The Ninja's team nodded into understanding as they readied themselves for the coming fight. Before Randy gave any further orders, he pulled his mask up slightly to reveal his mouth so he could give his superhero lover a quick kiss.

"What was that for?" she asked.

"In case I don't get to do that later," her boyfriend answered.

With that, the hero of Norrisville raised his sword toward the corrupted heroes just as Tommy made the first move.

"Take them down!"

And with that, the battle was on.

---

Optimus and the other leaders stared from the damaged station's window to look upon the Decepticon fleet that had just arrived on the scene. The Prime clenched his fists in anger. Of course, Megatron would try to take advantage of this situation with the Phoenix. No doubt, they were here to attack the fleet and make way for their leader so he could claim the cosmic bird for himself. However, while the Decepticon fleet drew closer toward the United Galaxy ships, Jenny picked up on something off about the whole ordeal.

"Why isn't the Gem fleet opening fire on them?" she addressed.

"And why aren't the Decepticons firing on them for that matter?" Kim added.

Optimus was so caught up in his anger that he had to failed to notice that detail. Rather than open fire upon the incoming warships that were in clear view of them, not a single craft in United Galaxy's armada fired a single shot at the approaching ships, nor did the Decepticons' war machines unleash a volley of laser-fire on them. This was an odd sight, especially considering the complex history between Homeworld and Cybertron that occurred centuries ago. Not long before Cybertron fell into civil war, its people were caught up in another war. One that almost threw the entire galaxy into disarray. It began when the Diamond Authority launched a campaign against Cybertron to harvest the planet's Energon to use to power their injectors to create stronger Gems in their Kindergartens. The Autobot High Council did little in terms of trying to deter a war, which lead to the Gems claiming a foothold on Cybertron thanks to their lack of action.

Though Zeta Prime tried to rally his troops against the Homeworld threat, there was another, more capable leader that the Cybertronians followed into battle. Megatron had created a militia that Optimus, then known as Orion Pax, was a part of that took the fight to the Gems, claiming several victories in the name of the people of Cybertron. However, during the conflict, Megatron and Orion discovered that there was another motive behind the Diamond's military campaign against their world. They had come to claim an ancient artifact of Cybertron's past: The Engima of Combination. A powerful device that allowed the creation of Combiners. Using the Enigma, the Diamonds brought about the rise of a new form of Gem warfare: Fusions.

As the war dragged on, the other empires of the galaxy did their best to stay out of the conflict, lest they be dragged into an intergalactic war they wanted no part of. The war came to its end at the fateful Battle of Ys'devian, where during the battle, Megatron personally challenged Yellow Diamond to one-on-one combat. The Diamond accepted the challenge and fought the gladiator, thinking that she would soundly defeat him. But Megatron laid the Gem leader low, humiliating her in front of her troops and forced them to retreat from the battle. From there, the Diamonds tried to continue the war from then on, but the Gems were demoralized by Yellow's defeat, cracking the Diamond's perfect image in their eyes.

Unable to sustain the war due to limited resources or keep up their troops' morale, the Diamonds called for a truce with the Autobot High Council. Though it was called a truce, the people of Cybertron called it a victory. One they attributed to Megatron and not Zeta or the Council. After putting the war to an end, Megatron's popularity among Cybertronians grew to new heights, which allowed him to gain the army he needed to ignite Cybertron's own civil war. But now, here in the present, a Decepticon fleet was approaching a fleet that had several Gem warships in it without having a single shot being fired upon it.

"Sheila, patch me through to Yellow Diamond's ship," Prime ordered.

The A.I. compiled with the order and showed a holographic image of the grand commander, who was sitting firmly on her chair on the command bridge.

"Yellow Diamond, do you not see the Decepticon warships approaching your fleet?" he asked.

"I see them, Prime," Yellow confirmed.

"And you're not blowing each other to bits because...?" Kim asked.

"Because I requested they come here," the Diamond informed them.

The Leaders were shocked by those words, but before they could object, Yellow explained.

"Shockwave agreed to join the Galaxy Alliance when it was first formed," she began. "He sent these ships to assist us in the coming battle."

"Why didn't you tell us?" Optimus demanded.

"Because I knew it would only anger you," Yellow answered bluntly. "You can speak to the fleet's commander if you must, but try to remember that they're on our side."

"I intend to," Prime growled, his anger reaching a new level.

Yellow then cut the feed, allowing Optimus to speak with the Decepticon fleet's commander. However, before he could speak, Danny spoke up.

"Maybe you should sit this one out, Prime," he suggested. "We'll speak to the commander on your behalf."

"I appreciate the offer, Danny, but I can't," Prime declined. "They already know I'm here, and I want to make it clear to them that we are in charge of this operation."

Danny backed off from any further arguments, knowing that there was no talk the fellow leader out of this. Optimus then had Sheila hail the Cons' flagship, which in turn opened a holographic channel to reveal their fleet's commander. Upon seeing who was commanding this fleet, Optimus narrowed his optics in disdain.

"Jhiaxus," he sneered.

"Jhi-who now?" the Dragon asked.

"He was once Shockwave's mentor before the war broke out. When it did, he became one of Megatron's top officers," the Autobot leader explained. "And the last bot I would trust anywhere near Earth."

"Trust is irrelevant here, Prime," Jhiaxus answered coldly before adding. "and it's Vice Admiral now."

"Why did Shockwave send you specifically?" Optimus questioned.

"Simple. I was the only logical choice for this operation," the fleet leader replied. "And, as part of the United Galaxy's agreements, I cannot attack your little station...no matter how badly I want to."

Optimus again clenched his fist as his anger reached further heights. But before he could say anything, Kim stepped in.

"Just remember that we'll be keeping an eye on your fleet," she informed him. "If we see a single cannon turned on the rest of Yellow's fleet or our base, then we'll unleash every bit of firepower our Tower has on your ships."

"You have my word that no harm will come to you," Jhiaxus assured.

"Somehow, I doubt that," Kim replied firmly. "Cut the feed, Sheila."

With transmission ended, the leader of the League could take a moment to assess everything they now had to undertake. And unfortunately for them, it was quite a lot.

"Okay, so to recap: Our station is trashed, the Ninja is fighting both our AWOL friends and Xanatos, who has a bunch of monsters with him for some reason, Yang got away and is no doubt headed for Japan as we speak, there's a Decepticon fleet that we're being forced to work with, and, oh yeah, there's a giant fucking death bird heading our way in just a few hours!" SheZow listed off. "Did I forget anything else?"

"Well, we don't have time to fix the damage Grimlock and Ryoko did, that's for sure," Danny noted as he looked around at the damage caused by the fight. "Thank God this thing was built to take a beating, or we'd be in some real shit right about now."

"As for the Ninja, we need to check in on his status," Kim said before activating her COMM. "Ninja, it's Kim. What's it look like down there?"

"You ever been fisted up to the elbow before?" the fellow leader asked on his end as the sounds of battle echoed could be heard in the background.

"That bad?" Kim asked.

"I just saw that werewolf bitch bite a steel pipe in half!" the hero of Norrisville declared. "One bite! Like that owl in that fucking Tootsie Pop commercial!"

"The Senshi are on their way," Kim answered. "Just hold out for now."

"We'll try our best," the Ninja said. "Ninja out."

Once the COMM was off, Kim began to make her way out of the damaged room.

"Where are you going?" Jenny asked.

"I want to know who we're dealing with down there," Kim replied. "And I know just who to call."

---

Rocky held his ground as Tommy swung Saba at him, causing it to collide with his Power Sword. As much as the Red Ranger had wanted to keep trying to talk some sense into the fellow Power Ranger, he knew that there no chance of peaceful resolve. As for the rest of the other heroes sent to capture Tommy and other mind-altered League members, they too had taken up fighting other targets. Rena went after April, Pearl went to face off with Steven, Lady Jaye fought against Aelita, T-Bone fought against Blossom, Big Slammu went up against Star, and Omi fought Sailor Mars. As for the Ninja, he, along with Dr. Rockwall and Powerglide, attempted to hold off Xanatos and his monstrous Task Force to keep them away from the Phoenix controlled heroes.

"Tommy, snap out of it!" the Red Ranger pleaded. "This isn't you!"

"You're wrong!" the leader of the Rangers refuted. "This is exactly who I am!"

The White Ranger then continued his attack on the other Ranger, who tried desperately to block and evade the other sword as the duel went on. Rocky was strong as a Power Ranger, but compared to Tommy's fighting skills and experience as a Ranger, he was sorely outmatched. Tommy kept him off balance with every swing at him with Saba, forcing Rocky back with every strike. The Red Ranger was forced to jump back and pull out his blaster, to which Tommy blocked or deflected every shot with his magic blade.

"You think you can stop me, Rocky?" Tommy mockingly asked. "You're not even half the Ranger Jason was!"

Rocky fought through those words despite knowing that it wasn't truly Tommy's speaking to him. They still stung the Ranger none the less. It was no secret that Rocky always felt inferior to the previous Red Ranger and constantly tried to keep proving to both his teammates and to himself that he was worthy of being a Ranger, even though his teammates had told him repeatedly that he was a great successor to Jason's mantle. Suddenly, Tommy darted forward and slashed Rocky across the chest before the other Ranger could react, sending sparks flying as he flew backward. Rocky fell to the ground, where he saw Tommy standing over him with Saba held high over his head. The White Ranger then drove the sword down, but before it could be stabbed into Rocky's chest, the blade stopped midway by some unseen force. Tommy struggled against this unseen wall holding him back until he realized that it Saba that was stopping him from making the killing blow.

"What the hell are you doing, Saba?" its master demanded.

"Stopping you from doing something that you'll regret!" the sword shot back before speaking directly to Rocky. "Rocky, I can't hold him back much longer! You've got to take him down now!"

The Red Ranger took hold of his sword once more before leaping up. As he did, he slashed upward across Tommy's chest, spraying sparks everywhere. The White Ranger stumbled backward, giving the fellow Ranger a chance we refocus himself for the next round.

"Still think I'm a second rate Ranger?" Rocky questioned.

As the two Power Rangers continued their fight, Pearl was locked in combat with Steven. The boy's adoptive parent didn't want to harm the child who she essentially saw as her son, but Pearl knew better than anyone that Steven was dangerous if his powers were left unchecked. As Pear's spear struck Steven's shield, she tried to appeal to reason to the boy who was known for his empathy.

"Steven, you have to stop this!" she begged. "The Phoenix is changing you into someone else!"

"Oh, your right about that, Pearl!" the half-Gem agreed darkly. "She's making me into something better!"

With that, he managed to shove Pearl back. He then threw his weapon at her with every ounce of strength. The Crystal Gem barely had time to evade the oncoming shield before trying to rush at her child again, but before she could get close, the boy put up a pink barrier between them.

"I thought you'd put more fight into this, Pearl," the boy uncharacteristically mocked. "After all, if you kill me, then maybe Mom can come back, right?"

Pearl was so thrown off by that statement that Steven took the chance to form small pink bubbles around his hands. He poofed the barrier as she shot forward and cracked one of his mothers across the jaw, which he followed up with a powerful strike to her stomach.

"You think I don't know what you really think of me?" he snarled as he struck her again. "Every time I looked in your eyes, all I can see is the resentment you have toward me!"

Pearl quickly threw another punch, only to be struck by a right hook.

"You never wanted me, just like you didn't want anyone else with Rose!" he shouted. "I'm nothing but a murderer to you!"

"Steven, I-" his guardian tried to say.

"Say it! Say I'm right!" Steven cut her off in a voice filled with pain.

Pearl refused to say anything. Instead, she jumped back and created several holograms of herself via her Gem. Despite Steven's altered mental state, he was still slightly disturbed by the sight of the Holo-Pearls, already having flashbacks to the first time he saw one.

"I'm sorry, Steven, but you leave me no choice," she apologized in a firm voice. "You have to be stopped!"

"Good luck with that," Steven said darkly as he reformed his shield as he prepared for another round.

Steven charged headlong into the fray as the Holo-Pearls ran toward him. He easily evaded and blocked the multiple swords that were being swung at him. Pearl wasn't trying to have her copies try to harm Steven. Only distract him long enough for her to get behind her adopted child and get the drop on him. Once she saw her opening, she darted forward and quickly put her spear against his neck to try to choke him out. Several of the Holo-Pearls rushed in and helped in the fight by holding the half-Gem down as he struggling against his adopted parent.

With a furious cry, Steven released a powerful pink down of energy that knocked Pearl away and wiped out the Holo-Pearls. As Peal got back up to continue the fight, Lady Jaye, who had been evading Aelita's energy blasts, was soon standing back-to-back with the Crystal Gem.

"So, how are you holding out?" Pearl inquired.

"Oh, you know, could be better," the Joe answered out of breath as they faced down their mind-altered teammates.

---

The other League Leaders followed Kim back into their meeting room. The redhead still didn't tell her fellow leaders what exactly she had in mind in terms of calling, but they had a good idea as to who it was even if she didn't give a name.

"Sheila," Kim began firmly. "Patch us through to GJN headquarters. Now."

The sharpness in Kim's voice was more than enough to keep her from making a sassy comment in retort. As ordered, the A.I. quickly patched the leaders directly to the GJN HQ, where they were greeted by a screen of a GJN agent standing there.

"This is a restricted network. You kids know better than to call us here," the agent stated sharply.

"Not this 'kids' junk again," Kim groaned before correcting her. "You are aware that most of us are in our twenties now, right?"

What most of the world seemed to forget about the young heroes is that most of the leaders, aside from the Ninja and SheZow, were much older than when they were when they first started out as superheroes. Jenny looked the same due to her robotic body, but Danny, Kim, and the Dragon were at least in their early twenties since they began their lives as heroes as far back as the dawn of the metahuman had begun, though SheZow was at least 19, making her the second-youngest member while the Ninja was 18. The first metahumans, the Powerpuff Girls, aged much slower and developed slower in terms of growing up mentally, hence why they were only now starting the 4th Grade, whereas the leaders were already teens when they were heroes.

"Whatever," the agent brushed off in an annoyed voice. "What do you want?"

"Put us through to Dr. Director at once," Optimus commanded.

"Dr. Director is busy and has asked not to be distu-" the agent attempted to say.

"Agent, you put us through to Dr. Director this very moment, or so help me, Primus, I will go done there and speak to her in person!" Prime snapped. "And I can assure you it will not be a conversation she will want to have!"

It shocked the other leaders to see Optimus speak in such a manner. Anger never seemed to be an emotion that would be associated with the Autobot leader, a bot who was filled with only kindness and wisdom. But seeing him shout with such rage in his voice made the others be taken aback to see him steeped in anger. It was becoming all the more clear that the stress of the situation was starting to truly take its toll on him.

"I-I'll put you through to her right away!" the agent stammered out, obviously afraid of Prime.

"Didn't think you'd have it in you, Prime," Dragon mentioned.

Optimus said nothing as he waited for Dr. Director on the screen. Between these unknown monsters and the Phoenix drawing closer to Earth, he was in no mood to be toyed with. Finally, the head of the GJN appeared on the screen.

"I'd say that this is a surprise if I didn't already know what you all are calling me for," she said, not wanting to beat around the bush about any of this.

"Who are they, Dr. Director?" Optimus demanded in a low tone.

"Well, you were all going to meet them all at some point, so I guess that there's no point in telling you that it's classified," the leader of Global Justice addressed. "They are Task Force M. Global Justice's black-ops and metahuman deterrent team."

"Metahuman deterrent?" SheZow repeated in confusion.

"She means us," Danny said sharply as he glared at the woman on the screen. "Isn't that right, Director?"

"And the files said that you weren't smart," Dr. Director noted in a snide voice. "But yes, we created this team to take down any and all members of the Infinity League that went rouge."

"But why?" Jenny questioned. "You helped create the League!"

"And there's no chance we'd go rouge!" Dragon furthered in anger.

"All evidence to what's going on in Japan right now says otherwise," the head of GJN remarked.

"They're not themselves, Director," Optimus pointed out. "They are under the influence of the Phoenix."

"Be that as it may, they're still a threat," Dr. Director. "And you should've kept a better eye on them."

Danny sneered at that. He glanced over to Kim, who had said nothing during this entire conversation, which in turn put Danny on edge even more since Kim being silent meant nothing good for him.

"Where did you even find those girls, anyway?" Jenny inquired. "I doubt that they were standard GJN agents."

"In that, you'd be right," Dr. Director confirmed. "The girls were once a part of a team years ago that went to Ms. Grimwood's Finishing School for Gifted Youngsters. What no one knew was that Grimwood's school was really a safe haven for young monsters who were trying to hide among the human race. The girls were Ms. Grimwood's strike team to take down any threats to her vision of peace between humans and monsters."

"That sounds kinda familiar," SheZow muttered.

"When the school was shut down, the girls went their separate ways," Dr. Director continued. "I saw the potential that they had and reunited them to be a part of my new intuitive."

"You mean to kill us if we stepped out of line," Danny said sharply.

"The Infinity League is full of some of the most powerful beings on Earth," the GJN leader reminded. "If any of you went off the deep end, then I needed a failsafe in case the worst happened. And as you can see, I made the right call!"

She then looked over to a skill silent Kim.

"Anything you want to add, Possible?" she asked.

"Just answer me this, Betty," the redhead began. "Why did you tell us that Will was dead?"

"Because you didn't need to know that he was alive," Dr. Director answered simply. "I needed him to lead the team discreetly, and the incident at the Annabelle Lee gave me the perfect way to do so."

Kim glowered at the woman as she tensed up. When she first heard that Will was killed on a mission, she mourned his death for days. True, they didn't always see eye to eye, but she still considered him her friend, as she did with the woman whom she looked up to before she lied to her without giving it a second thought. On the other hand, Kim could see the need for such a team, especially after everything that was happening in Japan right now.

"That still doesn't explain why David Xanatos is with them," Danny pointed out. "I doubt he's apart of your little death squad."

"And you'd be right," Dr. Director agreed. "Because he's Global Justice's new Deputy Director."

The leaders were instantly shocked to hear that revelation. How in the world could the former villain become the new second-in-command of the international defense force?

"That wasn't my call," Betty continued as if she had read their minds. "Xanatos was put onto the GJN staff by the security council via a recommendation of a mutual acquaintance of ours."

It didn't take long for the League Leaders to figure out as to who she was referring to.

"Oh, don't tell me..." SheZow groaned.

"Masterson..." Prime growled, angered by the very thought of the senator's involvement in all this.

"If it's any consolation, I voiced my protest to the whole process," the head of the GJN added.

"I'm sure you did all you could," the half-ghost sneered.

"Call them off, Director, immediately!" Optimus ordered. "We cannot be fighting among ourselves when the Phoenix is drawing closer with every passing hour."

"I'll do no such thing," the head of Global Justice refused. "Those teammates of yours are a threat to the people of Tokyo, and whether or not they are under the influence of the Phoenix changes nothing! The Phoenix, might I add, that you kept secret for years, Prime!"

"My sins are great, and they will be answered for," Optimus replied. "And I will accept whatever punishment when the times comes."

"That's a discussion for another time," Dr. Director chided.

"But you have talked about it..." Danny noted in surprise.

Dr. Director said nothing in response to that.

"My team will do what's necessary to protect Tokyo," she finally stated. "And if the Ninja's team gets in the way, then that's on them."

With that, she cut the feed, leaving the leaders to stew in their anger. With a cry of rage, Danny suddenly kicked a chair over in an attempt to vent his frustration.

"Damnit!" he proclaimed. "We can't let her get away with this!"

"I agree with her," Kim suddenly spoke up.

All eyes fell on Kim with surprise from the words she had just said. Danny, still caught up in his anger, stormed up to his teammate, his eyes blazing green.

"Run that by me again. Because I don't think I heard you right," he demanded in a growl.

"I don't necessarily agree with how Dr. Director's going about all this, but I can see the logic in it," Kim explained. "I mean, yeah, I don't like that she lied to me about Will's death, nor do I like the idea of using these monsters as some kind of hit squad, but I can understand the reasoning behind it."

"You can't be serious right now, Kim," Shezow said in disbelief.

"Think about it. We're the most powerful force on the planet, maybe even the entire universe!" the teen heroine replied. "Of course, we make people nervous. We're like gods to them! And in case you've forgotten, there's several of our friends right now that are trying to WILLINGLY kill innocent civilians right now all because some giant space bird told them to do it!"

She then looked up at Optimus with a glare in her eyes.

"Of course, none of this wouldn't be happening right now if you had just come clean about this months ago, Optimus!" she chastised.

"That's enough, Kim!" Danny snapped back. "Prime's right. We can't be fighting each other right now!"

"Stop defending him, Danny!" she shouted in his face. "As I recall, you told him that you lost all trust in him!"

Danny's fists charged up with Ectoplasm while Kim tensed up in response, ready for a fight. Thankfully, Jenny got in between her fellow leaders to split them up before a punch could be thrown.

"Okay, guys, take it easy," she said in a gentle fashion. "The Phoenix is the enemy here, remember?"

The two leaders continued to face down one another. Optimus and the other leaders also began to tense up in case this was finally the time that the two heroes would finally start fighting with their fists instead of their words. They were still reeling from the battle between Grimlock and Ryoko, and even if Kim and Danny weren't on the previous fighters' power level, they were still strong fighters in their own rights, and in the leaders' battered state, it would be difficult to break them up. Thankfully, the ginger and the half-ghost backed down, knowing that there were bigger things at hand to deal with at the moment.

As the fellow leaders stood down, a sudden thought crossed SheZow's mind. One that not only she but the other leaders had also overlooked due to all the chaos.

"Uh, guys, I just realized something," she began. "We benched eight members, right?"

"Yeah, so?" Jenny asked.

"So...where the hell is Wendy?" the pink-powered heroine pointed out.

The other leaders' eyes collectively widened in horror at that realization. Between the coming of the Phoenix, the benched heroes going rouge, Grimlock and Ryoko's fight, and Yang wrecking the Tower, they had totally forgotten about where Wendy was during all of this. And with the cosmic being coming closer, there was no telling what Lumberjane might do in her current mental state if the other heroes' actions were anything to go off of. Danny quickly activated his COMM and made a call directly to the person who would be by the ginger's side. Someone who had been absent during this whole ordeal.

"Mason, it's Danny, come in," he said. "We need you to bring Wendy to Skyward Tower right now!"

No answer.

"Damnit!" the half-ghost swore. "The one time he doesn't have his COMM on!"

"Call Mabel. Maybe she can get in touch with him," Dragon suggested.

"And if he still doesn't answer?" Jenny asked.

"Then we're going to go down to Gravity Falls and dragging them both back up here personally!" Kim fiercely finished.

---

Mabel had managed to keep her footing throughout the entire ordeal of Yang and Grimlock's respective rampages. She wanted to be of some aid for the capture of the blonde-haired wrecking ball, but due to her status as being uncleared for field duty, she was forbidden to do so. So, in response to that, she had been in the secondary training room taking her frustration out on some training dummies. It irritated the young girl to no end that even during a crisis that was stretching the League, she was still forced onto the sidelines. Granted, she was technically on guard duty. But really, she felt like the superhero equivalent of a mall security guard, being that she was only allowed to report to the rest of the League had she cone across Yang during the fight. With every punch, her strikes grew anger as the fresh batch of Chemical V pills she had taken increased her strength, speed, reflexes, and agility to above human levels.

As the young hero took her anger out of the training dummies she had set up, she failed to notice that someone had entered the training room until she felt a hand on her shoulder. Her instincts instantly kicked in as she spun around with a fist ready to knock down whoever had tried to sneak up on her, only to stop when she realized that it was a friend and not a foe.

"Whoa, whoa, whoa! Easy there, kiddo!" Bismuth said as with a raised hand as a sign of peace. "I'm on your side, remember?"

"Sorry, Bismuth," Mabel apologized. "I guess I was getting into my training a bit too much."

"Don't worry about it," the Crystal Gem brushed off. "In fact, your training is part of the reason I'm here."

"What do you mean?" Mabel asked, confused.

It was then that the Gem held up a medium-sized box up to the hero in training. Still confused as to what was going on, Mabel took the box and proceeded to open it. Upon seeing the contents of the box, the young heroine gasped. It was a pair of black stun batons. Bismuth had many different roles in the Tower outside of being an active duty member. The Crystal Gem was in charge of building, upgrading, and repairing the League's various costumes and weapons. It was her who had been building the suits that Penn and Wendy used, as well as the Lyoko Warriors' face masks. Recently, Mabel had come up to Bismuth with ideas for her future costume and weapons. Even though she was still not cleared for field duty, the engineer took up the girl's commission and built her costume and weapons to her specs during her free time. Like a child getting the toy they wanted at Christmas, Mabel eagerly took the batons out of the box and began to use them on one of the dummies in a flash of fast strikes to get a feel for them.

"This is awesome!" she cheered. "Thank you so much, Bismuth!"

"Oh, it gets better," the Gem informed her. "You see those little switches on the left sides of the batons?"

"Uh-huh?"

"Flip 'em."

As instructed, Mabel flipped the switches. The second she had done that, the batons suddenly hummed to live with an electrical pulse that flowed through the weapons as the top of the batons lit up. Curious about this new development, Mabel slowly lifted one of the batons up toward the dummy that she was previously hitting and gently poked it. In an instant, the baton unleashed a jolt of electricity out of it and into the dummy, knocking it directly to the ground.

"Whoa!" the girl gasped in amazement.

"Hell yeah, whoa!" Bismuth agreed in an excited voice. "I installed those babies with enough electricity to stun a rhino!"

"Nice touch," Mabel noted with a grin before asking "What about the costume?"

"I'm still tweaking some stuff here and there, but I should have it ready for you in the next few days," Bismuth replied. "Assuming we all live through this, of course."

"Thanks again, Bismuth," Mabel said. "This means a lot to me."

"Don't mention it, kid," the Gem replied as she handed her a strap. "Here. The back straps for the batons. Anyway, I gotta get back to the engine room. Someone's gotta keep this baby in orbit."

Just as Bismuth had turned to leave the room, Mabel received a call on her COMM. She looked to see that it was Danny who was calling her, prompting her to quickly answer the leader.

"Hey, Danny, what's up?" she asked.

"Where's your brother?" the half-ghost questioned, skipping over the pleasantries due to the current situations.

Those words made Mabel's whole world stop. When last she spoke to her brother, Mason was still in Gravity Falls watching over Wendy. However, Mabel had hoped that he would at least call the leaders and tell them that she was watching over his girlfriend and keeping her far from Tokyo.

"Last I talked to him, he said that he was still in Gravity Falls with Wendy," she answered. "He said that she was feeling ill and was watching over her."

"Well, tell him that he and Wendy need to get back up here, now," Danny told her. "Neither of them are answering us, so I'd like you to get in touch with Mason and tell him that he and Wendy are to come back to the Tower and report directly to us."

"But what if he doesn't respond to me?" Mabel asked.

"Then the leaders and I will go and get them personally. And trust me when I say that's something neither of them would want," Danny informed her. "It's getting too dangerous for Wendy to be left alone."

"What if Ford called him instead?" Mabel suggested. "He might have a better chance of getting through to him than me."

While Mabel was telling the truth, she did have another reason as to why she wanted Ford to try to speak to her twin sibling. With each passing day since she discovered that he was the Red Talon and the following suspension of Wendy, Mabel's brother had become more distant to her. He blamed the League for everything that happened to Wendy, saying they hadn't done enough for her. Though Mabel had to agree on that part, she still tried to play it evenhanded for the team that they were a part of. Then came the bombshell that Ford was apart of the group that started this whole mess with the Phoenix, further driving a wedge in the Pines family.

"After that stunt Ozpin pulled, I'm not trusting any of Prime's team to come within a mile of any of our friends," the half-ghost replied. "You're his sister. He'll listen to you."

'Oh, if you only knew,' Mabel thought to herself before speaking. "Alright, I'll try to get in contact with him."

With that, Mabel switched her COMM to call her brother, all the while hoping that he'd pick up. Thankfully, no sooner had she called him did Dipper answer.

"Mabel, I told you that Wendy's-" he attempted to state.

"In deep trouble if you don't get her up here right now!" his sibling cut him off. "You guys have to get back up here like at the speed of light, or Danny and the other leaders are going to come down there and put a collective boot in your asses!"

"What are you talking about?" Dipper demanded.

"You missed some serious shit," his sister began. "Grimlock went on a rampage after running into Washu's daughter while that Yang girl went nuts and tore the Tower apart before escaping to Tokyo. Half the Tower is a wreck, and she put a good chunk of us in the infirmary!"

"That's...unfortunate," was all Mason could say in response.

"No, shit," his twin agreed. "The leaders are pissed off about all this, so I'd rather you not be the one they take their anger out on. So, grab Wendy and get up here right now!"

"...Give me an hour and I'll up there," her brother answered. "I need to pick up a few things first."

"Alright, I'll tell Danny and the others," Mabel said. "Just try to stay safe, okay?"

"Yeah...you too," he answered slowly.

As Mabel shut off her COMM, she couldn't help but feel as though something was terribly off.

---

"Did you get all that?" Mason asked.

Soundwave, who was listening in on Mason's COMM, nodded in response to confirm that he had recorded and relayed the entire conversation to the rest of the united supervillains. Black Hat grinned wickedly ear to ear upon hearing the news of the damage done to League's Tower and to the heroes that were left there. This was all too perfect. The only thing that could've made it better was if they were all dead, and Skyward Tower was falling from the sky. As for Mason, he steeled his resolve, knowing that there was no going back now. The best he could do now was that Mabel would see the error of her ways and join him in saving Wendy. He then looked over to his lover, who was standing away from the rest of the group and looking all the more feverish by the second.

This wasn't an easy choice to make for the hero turned traitor to make. He took no pleasure in joining forces with Black Hat's Society, but if he was to save Wendy, then he'd do anything to accomplish that goal. He couldn't trust the League to protect her. Not after they had cast her aside without so much as a thought. But that did not mean that he considered himself a villain. He may be among this band of thieves and killers, but unlike them, his cause was a just one, even if he had to go to extremes to fulfill it. And if when this was all over, he and Wendy could escape the ensuing chaos and live a quiet life of peace.

"Oh, this is too good!" Megatron said with a dark chuckle. "Prime and those fools are up there right now and without any defense!"

"Which gives us the chance to sneak Wendy to Tokyo so she could get the Phoenix all to herself!" the mutant villain of SheZow's, Mocktopus, pointed out.

"Victory will be ours!" Goldar declared.

Several other villains cheered in agreement, but Black Hat merely rolled his eyes at the statement before speaking up.

"As always, you fools fail to see the bigger picture," he began.

"Uh, what do you mean, sir?" Dr. Flugg timidly asked.

"Think about it. The Infinity League's Tower is damaged, their team is splintered across the globe, and the ones left on the Tower are injured," he explained. "And to top it all off, the League's leaders are far too distracted by the situation in Tokyo and the coming of the Phoenix to be aware of us!"

The villains began to all smile and laugh wickedly at what their leader was describing, already understanding what he was suggesting. Mason and Wendy both knew from the get-go that the second Mabel had told her brother about the current situation, a plan was already forming in Black Hat's twisted mind.

"If we can get up to their base, then we can bring Wendy directly to the Phoenix and have a chance to kill every hero in that station in the process!" the arms dealer declared with a raised first. "Are you with me?!"

The members of the Society cheered in unison at Black Hat's plan as they raised their fists in the air as well. Though Megatron didn't share in the gesture, he did, however, share the sentiment. He knew that Optimus was on Skyward Tower, and nothing would make the Decepticon leader happier than to be there to personally hand Prime such a crushing defeat to him right before he tore his spark from his lifeless husk. However, while Megatron relished in his fantasias, Starscream was wasn't convinced such a feat could be achieved.

"And just how do you propose we get up there?" the air commander pointed out. "Our ground bridge can't penetrant their shields, and I doubt that you have any way of getting up there, either!"

"As always, you give up too easily, Starscream," his leader stated. "We already have the perfect way to reach their base."

"And that is?" his second-in-command inquired.

Rather than answer him, Megatron looked over to Soundwave.

"Soundwave, contact Astrotrain at once," he commanded. "I have a task for him..."

---

When the Sailor Senshi reached earth, Usagi was in a spiraling flurry of emotions. Not only was Rei threatening the very city she had sworn to protect, but now Mako was left alone to fight Yang, a fight that she had very little chance of winning. She was upset with herself. How could she let any of this happen? Because of her inaction as leader of the team, she could be the cause for two of her best friends' deaths. As Usagi's conflicting feelings welled up inside her, she almost hadn't noticed the surrounding area around her.

"Wait a minute..." she said in confusion. "We're in the wrong place!"

Rather than be teleported outside of the city where the battle was taking place, the Sailor Senshi were instead teleported directly into the center of Tokyo.

"This isn't right!" Minako stated in shock before looking to her fellow Senshi. "Ami, you were supposed to teleport us to where the Ninja's team was!"

"I'm sorry!" Ami apologized. "I was so caught up in what going on that I must put in the wrong coordinates!"

"It's okay, Ami," Usagi assured. "We're still close enough to get there on foot."

"I think the fight might be closer than we thought," Mamoru said as pointed to some buildings. "Look!"

The remaining Sailor Senshi looked over to where Tuxedo Mask was pointing to and saw a pink streak of light zip across the sky. It was Blossom, and it seemed like she had something, or rather, someone, in her grasp. The Phoenix altered hero slammed through several buildings with her captive firmly in her grasp as she used them as a battering ram before finally stopping in the fourth building she had burst into.

"Come on. We don't have time to lose!" Sailor Moon ordered as she started to run toward the building.

Tuxedo Mask and the remaining followed their leader toward the battle, all the while hoping Blossom hadn't just killed someone.

---

T-Bone's field of vision was blurred by the blood that poured from the head wound he received after being plowed through several buildings by Blossom. The leader of the Extreme Dinosaurs had attempted to stop the Powerpuff Girl, only to quickly realize that he was clearly outclassed by the pint-sized powerhouse's sheer strength. Yet despite this, he still tried to fight her. Blossom, no longer concerned about harming others with the full extent of her powers, had pummeled the humanoid dinosaur during their fight. She had hoped slamming him through several buildings would take the fight out of him so she could get a head start on destroying the city and prove she was worthy of the Phoenix.

There was no part of T-Bone's body that wasn't screaming in agony right now. If he were a normal human, he would've already been dead. Fortunately for him, his enhanced durability allowed him to survive the onslaught, though now it was clear that it had been pushed to its limit. The humanoid T-Rex could feel that at least three of his bones were broken from the beating he had taken, and he no doubt probably had some internal bleeding, but he refused to relent, even in the face of what could be his death.

"This is your last chance, T-Bone," Blossom warned him with her heat vision blazing in her eyes. "You either stay down, or I put you down!"

However, instead of surrendering as Blossom had demanded, the Extreme Dinosaur slowly forced himself back to his feet as he took a fighting stance.

"I'm just getting warmed up," he answered her with a smug smirk.

Blossom glowered in anger in response as she charged up her heat vision, but just before she could incinerate him, T-Bone used every ounce of his strength to stomp on the floor underneath them. The force of the stomp caused the floor to give way and resulted in the two combatants falling into the floor below them. Thankfully, the building itself had been evacuated, so no civilians were in any danger from T-Bone's attack. As the two heroes tumbled into the next level, the leader of the Extreme Dinosaurs was covered in debris from the cave in which he had caused, but he didn't have the strength to pull himself free of it. He looked over to where Blossom had fallen and saw that she too was buried underneath the rubble. T-Bone knew that her invulnerability would keep the super-powered child from suffering any real injuries, but hopefully, she was knocked out from the fall.

But T-Bone's hopes for an end to the fight instantly fell apart when Blossom suddenly erupted from the wreckage. The Powerpuff Girl's eyes were blazing red hot like an inferno as she floated toward the still trapped dino-man. This was it. This was how he was going to die. T-Bone always accepted that his job as a superhero always ran the risk of him getting killed, but he never expected that his death would come from someone from within the team he had just joined. As Blossom loomed over him, T-Bone began to wonder what would become of the rest of his team. None of them had proven that they could carry the team as the new leader without him. It wasn't because any of them were idiots, but because this type of situation had never happened to them, so T-Bone saw no reason to seek out a successor as, say, Goliath had. With their leader gone, Spike and the others would be broken from this tragic loss.

"Crescent Beam!" a voice suddenly cried out.

Blossom was struck in the back by a sudden dart of energy that knocked her to the ground. She around to see Sailor Moon, Mercury, and Venus, along with Tuxedo Mask. She was not expecting the Sailor Senshi to arrive, but she would tear them all apart all the same. She unleashed her heat vision on the new combatants who narrowly evaded the beam as they scattered throughout the damaged building. Sailor Mon rushed toward her mind-altered teammate and struck her across the cheek with everything she had. Usagi winced in pain as her fist collided with the Powerpuff's cheek. It was like punching solid steel. Blossom retaliated by knocking the Moon Princess away. But before the pint-sized powerhouse could land another blow, Venus caught her by the arm with her Venus Love Me Chain.

As Minako tried to hold Blossom back, the Powerpuff Girl yanked on the chain, which sent Sailor Venus flying forward into an awaiting fist. Mamoru jumped into action by grabbing a nearby chair and coming up behind the girl before smashing it over Blossom's head, which broke it in two without even giving the super-powered child a bruise. Tuxedo Mask instantly regretted his decision as Blossom slowly turned to face him with anger in her eyes. But just before she could knock Mamoru into orbit, Sailor Moon had returned with a flying kick that made Blossom stumble back The Powerpuff Girl unleashed her heat vision again, but Usagi ducked under the beam before the room began to fill up with a cold mist, a clear indication that Sailor Mercury had unleashed her own attack so the rest of her team could hide.

However, while Blossom was unable to see her opponents, she could still hear their heartbeats thanks to her advanced sense of hearing. It was so keen that was able to detect that Sailor Mercury was coming up behind her. She spun around and grabbed her by the throat just before she could land a single hit on her. But because she was distracted by Mercury, Sailor Moon, again, threw herself at the powerhouse in a chokehold, forcing her to let go of her friend in the process.

"You have to stop this, Blossom!" Usagi pleaded. "You're going to kill someone!"

"That's the idea, you meatball-headed idiot!" the Powerpuff Girl shot back as she tried to wrestle free of the Senshi's grip. "It's the only way I can prove my love to the Phoenix!"

"But the Phoenix doesn't love you!" Usagi argued. "Your sisters! The Professor! They're the ones that truly love you!"

"Liar!" Blossom shouted as she broke free of Sailor Moon's hold on her. "I'll show you that she loves me by killing you!"

Usagi tried to throw another punch, only for Blossom to catch it and throw her into a nearby support beam, almost breaking her's back in doing so. Tuxedo Mask, Venus, and Mercury all leaped at Blossom in order to protect their leader, only to be blown back by the Powerpuff's super-breath. But just as Blossom turned to finish off Sailor Moon, she found her opponent standing tall and ready to continue the fight.

"Blossom, I know your actions are not your own, but you must be stopped!" she declared.

It was then that Sailor Moon summoned a bright, vibrant light that forced Blossom to shield her eyes from looking directly at it. It was the Imperial Silver Crystal, and with its light, Usagi was making a dangerous gambit. Sailor Moon was known as the most powerful member of the Infinity League, even beating out the Powerpuff Girls, Danny Phantom, Optimus, and others within the League. It was because of this that Usagi had to restrain herself from unleashing the full extent of her power, hence why she was being knocked around by Blossom, but using the Silver Crystal would mean that she would be cutting loose. Hopefully, her plan would not kill her mind altered teammate.

"Let the light of the Silver Crystal shine through the darkness in your mind!" Usagi called out.

The crystal unleashed a blinding light that consumed Blossom within it. Mamoru and the other Senshi covered their eyes from the crystal's light, unable to look directly into it. Once the light faded away, Blossom was left feeling dizzy and stumbling back, yet at the same time, she felt like her eyes had been opened for the first time for what seemed like months.

"Blossom...are you okay?" Usagi asked.

"I...I'm free!" the Powerpuff Girl said in shock. "I don't hear the Phoenix anymore!"

It was then that Blossom remembered what she had done during her altered state.

"Oh my gosh, T-Bone!" she yelped in fright.

She then quickly zipped over to where the leader of the Extreme Dinosaurs was still buried underneath the rubble that had fallen on him and easily lifted it over her head before tossing it aside to reveal a badly wounded T-Bone laying among the debris.

"T-Bone, I'm so sorry!" she apologized.

"It's alright..." the dino-man assured in a weak voice. "I've been through worse."

"How did you know that would work?" Tuxedo Mask asked his lover.

"Honestly, I didn't," Usagi answered. "But I figured that if the Silver Crystal had kept me from falling under mind control in the past, then maybe it can help do the same for others too."

"Well, you're going to need to do that eight more times," Minako pointed out. "Because your the only one who can stop Rei and the others from killing everyone still in the city."

That was going to be a problem for the Moon Princess. Though the Silver Crystal was powerful, it was taxing on Usagi's body to use due to its connection to her, thus forcing her to use the crystal sparingly. But to use it eight times in a row would be dangerous to Sailor Moon's health.

"Guys, we gotta get T-Bone back to the Tower," Mercury advised before making a direct call to the station. "This is Sailor Mercury, is anyone there? I need emergency transport to the medical bay now!"

"This is Sheila. What's going on down there?" the A.I. answered.

"Sheila, T-Bone's severely hurt. I need you to tell Wheeljack to teleport up to the Tower at once!" the Sailor Senshi informed her.

"Consider it done," Sheila assured. "I'll have Wheeljack reactivate the teleporters at once."

No sooner had she said that did T-Bone lie back down to rest as he awaited his teleportation back to the League's base, leaving Blossom filled with guilt.

"I could've killed him..." she said with a sorrowful, heavy voice. "he was trying to help me, and I almost killed him"

"It wasn't your fault, Blossom," Usagi told as she put a hand on her shoulder. "The Phoenix manipulated you into doing this."

"But how can I make this right?" the leader of the Powerpuff Girls questioned.

"You can start by helping us save the others," Sailor Moon answered. "Come on. We've got a team to save!"

---

"This was SO not a good idea," Randy muttered to himself as deflected another repulsor blast from Xanatos' gauntlet with his sword.

While Rena and most of the Ninja's team tried to subdue the rogue heroes, the hero of Norrisville had the unfortunate task of facing off with Xanatos and Task Force M. Luckily, he did not have to face him alone. Powerglide and Monkey Brains were at his side in trying to fight off these monsters. While the Ninja faced off with Xanatos in one-on-one combat, his teammates pinned down the rest of the black ops team with Powerglide in his plane mode raining fire down on them and Dr. Rockwall hurling whatever he could mentally pick up.

"For the record, Ninja, I take no pleasure in this," the GJN's second-in-command mentioned as he continued his barrage.

"I'll make sure to mention that in my report," Randy sarcastically noted.

The Ninja continued to deflect blast after blast as he ran a semi-circle around the billionaire. As he did, he threw a ninja ring at the arm-mounted repulsor cannon, cutting the weapon down the middle. With Xanatos' gun stopped, Randy took this chance to leap at his enemy with sword raised high, but before he could make a hit, Xanatos reached out and grabbed him by the throat before slamming him down the ground. Randy backflipped out of the way of an oncoming fist, which he followed up with a roundhouse kick across the billionaire's masked face, though it did little to phase him. Xanatos caught the young hero by the leg as he followed up the move with a powerful blow to his gut.

Fighting through the pain, Randy reached into his pocket and pulled out an electro ball. He threw the ball directly at the Deputy Director's face, causing his suit's internal system to start to malfunction. With Xanatos temporarily disabled, Randy unleashed an Air Fist that knocked his opponent backward. As Randy attempted to press the attack, Will suddenly came leaping with a right hook that rocked the Ninja of Norrisville's skull. The Ninja quickly shook the sucker punch and managed to block several more punches that were being thrown at by the once thought dead agent.

"Answer me something, Will, because I'm still confused," he asked as he blocked a kick. "Why did you fake your death? Even for GJN, that's a pretty low move."

"I don't have to justify mine or Global Justice's motives to you, Ninja," Will replied coldly.

"Spoken like a true bootlicker," Randy chastised. "I never liked you anyway, Du."

Randy threw a punch, only for Will to counter it and deliver a karate chop that the Ninja barely had time to block. The Ninja then blocked another kick before hitting Will with a knee strike to his side, making the GJN agent stumble a bit, only to retaliate with a left hook across the Ninja's cheek. Randy had been punched by humans before, but the force of Will's punches felt greater than any normal human's hits. As he tried to wrap his head around Will's unexplained strength, the GJN agent struck him in the chest with a flying kick that sent him flying several feet. As Will rushed toward him, Randy knew that he had to stop his opponent so he could focus on helping Rena and the others with quelling the Phoenix controlled heroes' rampage. And if he was to do that, then he'd have to resort to more brutal methods to bring him down.

Once Will was close enough, the young agent tried to throw another punch, only this time for Randy to catch his fist before grabbing his whole arm. With one quick motion, the protector of Norrisville brought his free arm down on Will's arm while he brought his knee upwards, breaking his enemy's arm in two places. However, rather than cry out, the GJN agent only winced in pain from the broken arm. The Ninja finished the attack with a kick to Will's torso to knock him back-first to the ground. Still, Will didn't cry out agony. Instead, he only looked up at the superhero with contempt in his eyes.

"I'm sorry, Will, but you didn't give me much of a choice," Randy told him firmly.

But, much to the Ninja's shock, Will didn't stay down. He instead rose back to his feet as if he had only been tripped. Will then flung his arm to the side, popping his bones back together with a single, disgusting motion, not even so much as batting an eye in pain. Randy's jaw dropped in his mask, stunned by what he had just witnessed.

"What the juice?!" he gasped.

"There have been some new developments," Will sardonically replied.

As Will and the Ninja continued their fight, Rena was still locked in hand-to-hand combat with April. Ayla was a decent fighter, but she was nowhere near the level of skills that Splinter had taught April. It also didn't help that she could mentally predict her moves thanks to her psychic abilities. As Ayla backflipped out of the way of high-kick, she drew her flute to play a tune to create an illusion. The image that she crafted was that of a massive dragon that roared down at the red-haired heroine.

However, rather than run from the beast, April unleashed a mental blast that cast the dragon away in a puff of smoke. But rather than just fade away, the puffs of smoke began to reform into multiple forms of Rena, all of whom started to encircle her. April already knew that fighting these copies all at once would utterly useless, so instead, she reached out with her telepathy and bean to seek out the real Rena Rouge. She had quickly detected her as she tried to sneak up behind her. April spun around and punched Rena directly in the face, knocking her to the ground. But the fox-themed heroine didn't stay down there for long, for she shot back up with an upward kick that struck April in the chin, sending her flying upwards into the air in doing so.

However, rather than fall to the ground on her back, April managed to correct herself mid-fall and kick Rena Rouge in the stomach. She followed up with a punch across her cheek and finished off with another high-kick to her face that sent her falling to the ground. As Alya tried to get back up, April pinned her to the ground with a strong foot to her chest. She then took out her sword as she prepared to impale it through her opponent's chest. But before she could end Rena's life, Star suddenly came flying in and slammed into the redhead, causing the both of them to tumble to the ground, giving Alya the chance to get back to her feet.

"What are you doing?!" April scolded the Mewman.

"It wasn't my fault!" Star defended. "I was thrown!"

Alya turned to see Big Slammu, who was cracking his knuckles and approaching her with a smirk on his face.

"Thanks for the backup, Slammu," Rena said.

"Don't mention it," the man-shark assured. "You wanna switch dance partners?"

"Love to," Rena agreed.

As the two heroes rushed toward their new match-ups, Task Force M was trying to figure out how to get back in the fight as Monkey Brains and Powerglide kept them pinned down. It then that Xanatos, who had corrected the malfunctions in his suit, took control of the situation.

"Phantasma, help me take out that Autobot," he ordered. "Winnie, you and Tanis take care of the ape."

"On it!" the werewolf complied as she and Tanis headed off to face Monkey Brains.

"Sibella, I want you to take down Sailor Mars," the GJN's second-in-command ordered. "She's mopping the floor with the bald kid, so drop her now while she's distracted."

"Yes, sir," the vampire agreed before taking off.

"What about me, sir?" Elsa inquired.

Before Xanatos could give an order, something was seen falling from the sky at a rapid pace, nearly hitting a stunned Powerglide in the process. The entire metahuman riot that was going on at the moment suddenly came to a screeching halt as everyone looked up into the to see a large object falling from the heavens above.

"Take cover!" Lady Jaye ordered.

Not needing to be told a second time, the respective groups quickly ran in different directions to take cover from the falling object. Once it slammed into the ground, it created a small crater upon impact, revealing that it was an escape pod from Skyward Tower. Seconds after smashing into the ground, the pod's door was suddenly punched off its hinges by a yellow robotic arm. It was then that the occupant stepped out of the pod to reveal a very irate looking Yang.

"Elsa, if you would?" Xanatos asked as he gestured to the newcomer.

"Of course," the young Frankenstein agreed as her boss and Phantasma went to deal with Powerglide.

Yang, though still reeling from her fight with everyone who had tried to stop her, was still out for blood. Fortunately for her, there was a patchwork woman approaching her who looked like she could take a beating. Elsa already knew that she'd be wasting her breath on trying to convince the blonde-haired warrior to stand down from just looking her in her crimson eyes. As the two women walked toward one another, the battle had resumed as they began to pick up their pace toward each other until they were full-blown running toward the other. Once they were close enough to each other, the two women threw a punch at one another with everything they had.

The two opposing fists collided into each other, creating a shockwave that knocked everyone around them off their feet. Elsa made the first strike with an uppercut that stunned Yang, who shot back with a punch of her own across the undead girl's face. Yang then reached out and took hold of the Frankenstein's head and pulled into toward her knee, breaking her nose upon contact with the huntress's kneecap. However, this did little to phase Elsa, who delivered a right cross that almost knocked some of Yang's teeth out of her mouth. With her eyes now blazing red, let out a war cry as she tackled Elsa to the ground, only for the monster to kick her off her patched up person.

While that was going on, Omi had just been thrown back first into a tree by Sailor Mars. The Xiaolin monk of water grunted in pain as he slid to the ground before looking up at the Sailor Senshi of fire that was currently marching towards him. Her purple eyes glared down at the monk with intense fury as her palms roared with the fires of Mars surrounding them.

In other words...not that far off from Kimiko on a bad day.

That comparison made Omi gulp in sheer terror as Rei gripped his outfit and lifted him up to her with little effort.

"...It seems I may have been in over my brain in choosing my opponent," the monk admitted.

"It's 'in over my head,'" Rei harshly corrected. "And yeah, you were."

Her free hand proceeded to ignite once more, ready to torch her opponent as he desperately squabbled to try and free himself when suddenly, a purple mist began to barrel towards the shrine priestess from her right. Mars was only being able to turn just in time to see it form into Sibella, who hissed at the guardian of war before tackling her away from the scene. This, in turn, caused her to drop Omi before being thrown up against another tree, the force of the vampire's throw being enough to de-root it upon Rei making impact before toppling over to the ground.

Groaning in pain, Rei managed to get back on her feet before seeing Sibella approaching her.

"We haven't met," the purple-skinned vampire stated. "Allow me to introduce myself. I am Sibella Tepes. Daughter of Count Dracula and princess of all vampires."

To emphasize her point, she flashed her fangs at the Senshi, who didn't seem at all phased at this revelation.

"I command that you show me respect!" Sibella continued.

In defiance, Rei, instead, grabbed her crossbow and pointed it directly at her newest opponent.

"How about I chastise you in the name of Mars instead?" she suggested.

But rather than be intimidated by this threat, Sibella snickered in amusement.

"You know, Mars was the Roman God of War," she informed. "My father was the master of war."

The purple mist began to surround the daughter of Dracula as she levitated upward, her eyes turning red as she looked down at her adversary.

"Let me show you what he taught me!" she declared.

With that, the princess of vampires flew towards Rei, who fired an arrow with her weapon in an attempt to thwart her. However, Sibella simply knocked it aside with the back of her hand before grabbing Rei by the neck and flying upward. The vampire managed to take her captive to the clouds before Sailor Mars managed to kick her off her person, using her leg to propel her backward so she was floating away from her enemy.

"Mars..." she began as she splayed her hand to the side, her palm beginning to be engulfed in flames. "Flame...Sniper!"

She then proceeded to form a massive bow and arrow out of the flames of her guardian planet, pulling the arrow back before releasing it once she aimed it directly at Sibella's head. However, right before the arrow made its mark, the daughter of Dracula disintegrated into that same purple haze she used to make her and Task Force M's entrance. Before Rei could so much as gasp in shock, Sibella reformed right in front of her and swiped at her with her clawed fingernails. The guardian of love and passion was able to reel back to prevent the claws from cutting too deep, but they still managed to make their mark across her chest. Rei let out a cry of pain as Sibella pulled her bloodied claws back to her face, licking Rei's blood off of them.

"Mmmmm...Delicious," she said with a fang-filled smirk.

But while she was in her semi-distracted state, she was unable to see Rei quickly pull out one of her ofudas and quickly yet quietly began to chant to herself.

"Rin, Pyo, Tou, Sha, Kai, Jin, Retsu, Zai, Zen!"

The ofuda then ignited with the flames of Mars, prompting Sibella to snap out of her bloodthirsty state and turn back to her opponent.

"Begone!" Mars shouted.

She threw her weapon towards the unholy creature, making its mark on her chest before burning into her flesh. The purple-skinned vampire snarled loudly in agony before swiping away the charred remains of the ofuda, revealing her singed skin to the Senshi.

"Shinto, I presume?" she hissed. "Wrong religion, but if it makes you feel better...that hurt like hell!"

"Thanks for the tip," Rei sneered. "Next time, I'll remember to bring some garlic to shove down your throat instead."

The corrupted protector of Japan then proceeded to reignite both of her hands.

"Assuming there IS a next time, of course."

Before the vampire princess could say anything in retaliation, Rei flew into her at top speed, descending back down towards Tokyo as she held onto her.

Meanwhile, Yang had managed to ram Elsa headfirst through the wall of a building and, while holding onto the Frankenstein monster, began to run forward, dragging her through wall after wall while practically roaring in contempt and fury. Elsa, however, was able to take the brunt of these impacts easily and, summoning as much of her strength as possible, stomped her foot onto the pavement. This, in turn, caused her to get caught in the hole she had created and for Yang to tear off two chunks of her back before stumbling forward. Regaining her balance, she tossed the chunks aside and turned around to swing a punch at the patchwork woman, only for her to deflect it with her arm and deliver a counterpunch to the blonde bombshell's gut.

As their brawl continued, Powerglide, still in his jet mode, descended down towards the two of them.

"Say 'fire bad!'" he shouted as he aimed his weapons directly at Elsa.

Unfortunately, right before he could open fire, Xanatos blindsided him by flying up from behind the Minibot before grabbing his right wing by the talons of his suit. With one jerk backward, Powerglide was forcefully turned away from Elsa right as he fired his weapons, resulting in the blaster fire hitting a nearby hill instead.

"What the-Hey!" the aerial Autobot shouted. "No free rides!"

He then began a rapid barrel roll to try and get Xanatos off of him, expertly weaving through Tokyo's skyline so as to try and avoid as much property damage to the city as possible. However, Xanatos had an iron grip on his wing that wasn't loosening in the slightest.

"Phantasma, now!" he ordered.

Right on cue, the ghost girl phased out of one of the buildings and into Powerglide's cockpit, observing the controls as she did so.

"These look important!" she stated before phasing her hands into the controls.

Once they were inside, Phantasma let out a series of ecto-charged shocks that fried Powerglide's weapons, his rutters, and, more importantly, his engines. Soon afterward, both of the Autobots engines shut off without warning, causing him to begin gliding downward.

"Wha-What did you freaks do to me?!" he shouted as Phantasma phased herself out of the helpless Autobot.

Xanatos' answer came in the form of finally releasing his hold on the Minibot...only to then fire a repulsor blast that sent his adversary careening downward before crashing against a building owned by KibaCorp, transforming into his robot mode, and falling down to the streets below. The Autobot let out a groan as he clutched his side while struggling to get back onto his mechanical feet.

"Oh...my achin' transistors..." he moaned.

As if things couldn't get much worse, he looked up to see both Xanatos and Phantasma floating above him, the latter sticking her tongue out in a mocking manner.

"I'll be sure to tell Mr. Kiba to send you the bill," Xanatos remarked before he and the ghost girl flew off to rejoin their allies.

As that transpired, Dr. Rockwell continued to try and telepathically throw whatever his mind could grasp onto at Winnie, ranging from mailboxes and downed traffic lights to even cars and a bus. But thanks to the werewolf's enhanced agility, she was able to dodge them all with ease, all with the same toothy grin on her face. Once she was close enough, she tackled the mutant to the ground and grasped onto his arms to prevent him from fighting back.

"Aw, what's wrong, Mr. Teeny?" she mockingly asked. "Ran outta shit to fling at m-"

But before she could finish that sentence, her eyes widened as a blank expression overtook her face, her grip beginning to loosen as Monkey Brains began to psychically take control of her mind.

"Get your claws off of me, you damn, dirty-!" he commanded.

Unfortunately, before he could do anymore, two extended bandages swiftly wrapped around his helmet and pried it off of his head, resulting in him screeching the last word of his sentence as he fell to the street. This, in turn, broke Winnie from Rockwall's psychic grip. Now freed, the werewolf looked up to see Tanis, perched onto a tree branch with two of her bandages holding onto her mutant enemy's helmet. The mummy smiled at her friend before dropping to the ground and whipping another of her bandages around Monkey Brains, tossing him against the very tree she was previously perched onto.

Back with Yang and Elsa, once she pinned her to the pavement once more, the huntress threw punch after punch at the patchwork woman's face to keep her down. The huntress had no idea what this undead creature's story was, nor did she care. All she saw was a worthy sacrifice to prove her love to the Phoenix. But just as Yang thought that she had the upper hand, Elsa reached out and grabbed the woman's cybernetic fist before it could hit her again. Elsa, though she had taken several devastating hits, remained unaffected by the beating she took. Yang was about to detach her metal arm as she did with her earlier fight with Sailor Jupiter. But before she could, with a single jerk, Elsa tore the robotic limb clean off Yang's person, making her eyes widen as she witnessed her right arm being severed a second time. In her distracted state, the Frankenstein backhanded her with her own metal fist, causing her to be sent flying onto a nearby car, her still weak aura depleting for a second time. Elsa then approached the wounded huntress, rising to her feet and towering over the now cowering Yang.

"I take it that your escape from the League's orbital base cost you much of your energy," Elsa theorized as she looked over the torn limb before tossing it aside. "Had you fought me at your full strength, then you could've defeated me in combat."

"G-get away from me!" Yang demanded in fear, her mind filled with flashbacks of Adam as she tried to crawl away.

"Unfortunately, I cannot simply let you go," Elsa declined. "You're too dangerous to be left alive."

Yang was in full panic mode at this point. Not only was she being held in the grip of fear, but she felt of wave of failure and guilt wash over her. After all she had done to get here, she had failed to show the Phoenix her love for it, and now she was going to die without ever receiving its warmth in return for her admiration toward it.

"Mercury...Aqua Rhapsody!"

But just as Elsa raised her hand, a blast of watery energies shot through the air before slicing off the raised appendage from the rest of Elsa's body. The patchwork girl looked over in annoyance at her now severed arm before looking over to see who had sliced her appendage off to see the other Sailor Sanshi, Tuxedo Mask, and Blossom standing before the madness all around them, a watery lyre in Sailor Mercury's hands. Thanks to her being in a distracted state, Elsa was unable to see Yang shoot her left fist towards her, shooting a round from Ember Celica that launched the patchwork monster into the window of a nearby, emptied office building. With Elsa now out of the way, Yang and the rest of the Phoenix's hosts turned towards the heroes, glaring at the one whom Usagi had freed from its thrall.

"Traitor!" Sailor Mars snarled at the Powerpuff Girl.

"No, Mars, you've all been lied to," Sailor Moon corrected. "Let me help your minds out of the darkness."

"Never!" Rei refused fiercely as she lunged at her friend.

As Rei charged toward her friend, Will drew his sidearm and took aim at the Sailor Senshi. Randy knew that he had to stop the GJN agent from gunning down his mind altered teammate, but he knew that if he struggled with the gunman, there was a chance that he may cause the gun to discharge and possibly hit someone else by accident. After seeing what Will was now capable of and the type of damage that he could do, Randy took his sword and sliced off Will's hand with a single quick motion. The resulting removal of Will's hand caused black, sludge-like ooze to spurt from his wrist. However, at most, Will only winced in minor pain as he looked at his severed hand. Before the GJN agent could try to fight back, Randy unleashed his Air Fist with everything he had, sending Will straight into a nearby tree that knocked him out upon impact.

Thanks to the Ninja's intervention, Usagi brought out the Silver Crystal for all to see. Some of the cosmic being's acolytes, such as Rei, attempted to look away from the all-consuming light, but several members of the Ninja's team held their fallen friends down and forced them to look into the light. Like with Blossom, the effect the crystal had on the other Phoenix controlled heroes freed them from its hold on their mind. In an instant, the cloud that hung over heroes' minds had been lifted, allowing them to regain their senses and fully grasp the sins that they had committed in their rampage for the being that had darkened their minds.

"Oh, God..." Mars gasped in realization. "We almost killed all those people!"

"It's okay now, Rei," Usagi assured her as she descended to her friend and embraced her, an action that she immediately returned. "You're free now. You all are"

Randy let out a sigh in relief as he watched his friends return to being their normal selves. However, his relief was short-lived when he was suddenly struck by Elsa's fist, which sent him flying directly into Phantasma's path, who fired a powerful ecto-beam from her hands. As the Ninja lied smoldering on the ground, the rest of Task Force M fell upon him, furious over what he had done to their leader. Randy was hardly able to climb back to his feet when he was struck down by a wave of sand that Tanis had summoned, cutting into him like thousands of shards of glass. He was then slashed across the chest by Winnie's claws and a high-kick from Sibella. As the monsters continued to savagely beat the League leader, the other heroes rushed to his side, ready to protect him.

"That's enough!" Xanatos commanded.

The members of Task Force M, though still wanting to tear the Ninja limb from limb, begrudgingly complied with the orders. Once they had stood down, Xanatos approached the now united members of the Infinity League. As the monster girls had moved away, Rena rushed to her lover's side, scooping him into her arms as she did.

"I apologize for Task Force M's actions," he began. "Rest assured. They'll be harshly reprimanded for this."

"Save it, Xanatos!" Sailor Moon shot back. "Blossom told me that your team was here to kill them and anyone who got in your way!"

"Yes, but the situation has been defused, thanks to you," the Deputy Director reminded her. "And since there is no threat here, we'll leave."

"Like hell, you are!" Rena refused. "You're not going anywhere after what you did to the Ninja!"

"I say we stay, sir," Winnie suggested. "We can take these guys."

"Winnie..." the billionaire growled to get her to be quiet.

"Sailor Moon, we can't fight them," Pearl pointed out. "Half our team needs medical attention, and the other half is still coming down from being freed from the Phoenix. No one is in any condition to fight."

Usagi hated to admit it, but Pearl was right. After everything that had happened, no one was in any real shape for another battle. Even she needed to rest after using the Silver Crystal twice in a row. She did not know much about Task Force M, but it was quite clear that they were more than ready to keep fighting. So, against her better judgment, she held off from starting another riot. Even though she couldn't see his face, she knew that Xanatos was grinning at how the situation had played out. The GJN agents gathered up a still knocked out Will, and his severed hand, while Usagi made a direct call to the League leaders.

"This is Sailor Moon reporting," she said into her communicator. "Is anyone there?"

"This Kim, Sailor Moon. We read you loud and clear," the heroine answered. "What's the situation down there?"

"Sailor Mars and the other Phoenix controlled heroes are no longer a threat," Usagi began.

"What? How?" Kim questioned.

"The Silver Crystal cleansed their minds of the Phoenix's influence over them," the Sailor Senshi explained. "But the Ninja and several other members are down. We need immediate transport to the medical bay at once."

"Alright, I'll have Wheeljack bring you up here once he gets the teleporters running," Kim answered. "But once Wendy arrives at the Tower, you'll need to heal her as well."

"I'll do my best, Kim," Sailor Moon acknowledged. "Sailor Moon out."

Once that conversation ended, Sailor Mercury heard the sounds of someone exclaiming out in frustration. The guardian of wisdom turned around to see Yang, standing next to the car she landed on thanks to Elsa, trying to put her prosthetic arm back on, but to no avail.

"Come on, come on!" she shouted.

However, despite her protests, the metal appendage simply would not reattach, causing the blonde to sigh in defeat.

"Great," she said to herself. "Just got this thing, and I already broke it."

"Are you okay?" a voice asked from Yang's left.

The huntress turned towards the source of the voice, the color on her face draining upon seeing Ami approach her. Memories of her destructive rampage on the Tower flooded back to her in an instant, and the guilt followed soon afterward.

"Oh, Gods, I am SO sorry!" she said. "I-I-I-I completely trashed your base and I-oh, Oum, what I did to your friend! I-"

"Hey, hey, hey, Yang, is it?" Ami interrupted, putting her hands up in an attempt to calm down the visitor from another dimension. "It's okay. It wasn't your fault. It was the Phoenix. You weren't yourself."

"But-But I wasn't holding back," Yang admitted. "And I don't even know if you guys have auras here or not! For all I know, I might have...have..."

She couldn't bring herself to finish that sentence.

"What's the last thing you remember when you fought Jupiter?" Sailor Mercury asked.

The blonde powerhouse took several deep breaths before answering in an attempt to try and calm her nerves.

"Okay...Okay...We were in another room in the Tower," she began. "This arcade cabinet came down and hit a piece of the floor that sent her up to the ceiling, and when she hit the ceiling, she just fell to the floor and didn't get back up."

"You probably just knocked her out then," Ami reassured. "Jupiter's a tough girl. She's been through worse."

"Worse?" Yang repeated in disbelief. "Like...how much worse?"

"Oh, you know, like fighting an interdimensional being that tried to terraform the planet into its new home, that kinda worse," Ami answered.

Yang had to admit...she wasn't exactly sure how to answer that.

"Uh..." was all she could say.

"Welcome to Earth!" Minako called out as she continued to use what little medical expertise Hoist taught her to mend to some of the Ninja's wounds.

"What else happened?" Mercury asked.

"After that, I fought more of you guys, managed to escape, and then..." Yang answered. "...then..."

Like a tidal wave, the memory came back to her. The memory of when she turned her weapons on the last people she thought she'd ever do that to. Her sister. Her teammates. Her uncle. Her friends. Her lilac eyes drifted down towards the ground as the guilt returned, all while they glistened as her tears began to well up. She didn't even know how she could even show her face to them after what she had done. What she had tried to do.

"...Is something wrong, Yang?" Ami asked.

"Huh? Oh, uh, no, I'm fine," the blonde warrior lied.

She then drifted her irises around to try and find a means to change the subject. They then landed on her still detached metal arm.

"Hey, uh, do you know if you guys could maybe patch this up?" she asked, holding her metal appendage up to the Senshi of water.

"What seems to be the problem?" Ami asked.

"I don't know," Yang answered. "I was fighting...whatever that thing was, she ripped it off, and now I can't get it back on."

"Here, why don't I take a look at it?" Ami offered, extending her hands to Yang as she did so.

The blonde huntress responded by placing her cybernetic arm onto Ami's palms, who then deployed her goggles and began to scan the cybernetics inside.

"Hmm...I'm detecting some unknown energy signatures inside the gauntlet of this," the Senshi stated.

"Oh, that's probably just the dust inside," Yang replied.

"...Dust?" Sailor Mercury questioned.

"I'll explain later," Yang responded. "So, you figure out what's wrong?"

"Well, it looks like the locking mechanisms got damaged," the Senshi concluded. "Should be a simple fix once we get it to Wheeljack."

"Oh, sure, just hand that maniac a weapon from another dimension that can shoot grenades," Minako sarcastically retorted. "Can't see how he'd blow up half the Tower for the billionth time with that."

"Uh, should be a simple fix for Dr. Wakeman, I meant," Ami corrected, her cheeks flushing slightly in embarrassment.

"Speaking of Wheeljack, though, how are we gonna get Yang back in the Tower?" Sailor Venus added. "She doesn't have anything on her for the teleporters to lock on to."

"This pod's outta the question," Powerglide commented as he observed the instrument that brought Yang to Tokyo in the first place. "Can't get this busted hunk of slag far even if I had Blossom throw it. And even if we got it into space, the life support systems are fried, so she'd freeze and suffocate before she makes it."

"Maybe you can take her?" Lady Jaye suggested. "Can you get her up there?"

"'Can I get her up there?'" the Minibot scoffed. "Ha! Please, you see who you're talking to, right, Jaye?"

"I guess it's settled then," Ami stated as she handed Yang her arm back. "Just head for our Science Division. You should find Dr. Wakeman there."

"Thanks," Yang replied with a smile. "And thanks for the save while I'm at it, uh..."

"Sailor Mercury," Ami introduced as though she read Yang's mind, reaching an open hand out to her.

'Huh, well, nice to know not every Mercury's a dick,' Yang thought to herself as she shook the Senshi's hand before saying "You know, you're pretty cool for being kind of a nerd."

A sweatdrop could be seen on the blonde's forehead as she realized what she said.

"Uh, I-I meant that in a good way," she bashfully said.

"I know," Ami replied with a smile of her own.

As the two continued their conversation, Usagi, who was observing this with her boyfriend, heard a voice coming from behind her.

"Room for four more?"

The couple swiftly turned around to find, much to their surprise, three familiar faces walking towards them.

"Haruka?! Michiru?! Setsuna?!" Usagi said.

"Sorry we're late," Sailor Uranus replied. "We tried to get here as fast as we could when the news broke."

"Thank goodness, you three are here!" Sailor Moon responded. "There's a-"

"Usagi, we know about the Phoenix," Michiru interrupted.

"Wha-Wait, what?!" a stunned Usagi asked.

"We're here to help you and your friends," Setsuna stated.

"And we may or may not be wondering if there're still some openings in the League," Haruka added with a coy smirk.

"Uh, well, of course, but what about-" Usagi attempted to ask.

Knowing exactly what she was about to say, the three Outer Senshi backed themselves to the left and right to reveal a fourth figure to the guardian of love and justice. A figure that she did not expect to see.

"Ho-Hotaru?!"

There, standing before Sailor Moon and with her Silence Glave in hand, was one who, just a few weeks ago, she visited when she was still an infant: Hotaru Tomoe. Sailor Saturn. Upon hearing the name Usagi had just exclaimed, Ami, Rei, and Minako each jolted their heads towards the scene, their eyes widening upon seeing the now older guardian of death and rebirth. An expression that Tuxedo Mask shared as he continued to stand beside his beloved.

"It is good to see you all again," Hotaru stated with a smile while the other three Inner Senshi ran up to join their leader and her boyfriend.

"But...but how?" Rei questioned. "You were a baby the last time we saw you!"

"Yeah, did you get like a massive growth spurt or something?" Minako asked.

"Something like that," Hotaru answered. "But we don't have time for explanations. The Phoenix is nearly here, and I've returned to combat it alongside you."

"We'd be happy to have your help," Usagi said before turning to the other three Outer Senshi. "All of you."

"Well, I'll see if I can't have Jackie beam Jetfire down so you can hitch a ride to the Tower," Powerglide suggested before motioning to Yang. "Only room for one with me, and fisticuffs over here's already taken the seat."

"Already did, Powerglide," the Red Ranger spoke up. "And I just got word that Wheeljack's got the teleporters up and running again."

"Chibiusa's going to be so happy to see you again," Sailor Moon beamed to Sailor Saturn.

"I look forward to reconnecting with her as well," Hotaru responded.

Seconds after that conversation ended, most of the entire group was teleported up to Skyward Tower, leaving only Yang, Powerglide, and the Outer Senshi behind. Seconds later, Jetfire beamed down to the Outer Senshi, all while Powerglide transformed into his plane mode in front of Yang.

"Hop aboard, kid," he said, opening the cockpit as he did so.

Yang did just that, jumping up and into the cockpit before it closed, whilst Jetfire transformed into his own alt-mode and opened the bay door to allow the Outer Senshi inside.

"So, question, you ever been to space before?" Powerglide asked the occupant inside.

"Uh, not in a plane, if that's what you're wondering," Yang answered.

"Cool, so, uh, do me a favor, try not to throw up inside me, okay?" the Minibot requested.

"Okay, one, that just sounded wrong for some reason, and two, don't worry," the huntress responded. "I don't get motion sickness like Jaune does."

"Yeah, 'don't worry,' that's what they always say," Powerglide sarcastically remarked.

"What's that suppose to-" Yang attempted to retort.

She was cut off mid-sentence, though, by the engines roaring behind her.

"And away we go!" Powerglide declared.

Without warning, the aerial Minibot rocketed up into the air in a matter of seconds, causing the occupant inside to yelp in terror as she was carried up into the skies. Soon afterward, Jetfire took off and followed his fellow Autobot...all while Xanatos and Task Force M watched them depart from a distance.

"So, I'm guessing we're not gonna get 'harshly reprimanded?'" Phantasma surmised.

"I had to make it look good," the GJN's second-in-command admitted. "I still want to keep the truce I have with Goliath and his clan."

"So, what now?" Tanis inquired.

"Now? We head back to HQ and give a full report to Dr. Director," Xanatos answered. "Then, we wait and see how all this plays out."

---

With their plan set in motion, Black Hat's Society began to assemble their army for the coming invasion. Every metahuman criminal who was a member of the Society of Supervillains was summoned to Black Hat's island, all armed to the teeth with weapons they were given by the arms dealer. It wasn't just the villains who were gathering on the island, but other forces of evil as well. Along with Astrotrain, Megatron had summoned several of his finest Decepticon warriors to assist in the coming siege. Cobra, at Baroness's request, had also dispatched a garrison of their Battle Android Troopers and foot soldiers to assist in the fight against the Infinity League, which was lead by Destro, who insisted on joining the battle to be with his beloved Baroness. Cobra Commander had also ordered Zartan and Dreadnocks to join his top agents to help tip the odds in their favor.

Though they did not come personally, Zedd and Rita had also sent help in the form of a garrison of Putties, which was commanded by Goldar and Scorpina to aid in the attack. They had also sent Baboo and Squatt, though several of the villains surmised that the reasoning behind that was because neither masters of evil wanted them at their castle unsupervised. Among the gathering of villains, Mason was still preparing for what was coming next. Very soon, he would be standing against his former teammates, and more importantly, there was a good chance that he would be facing off with his sister and uncle. He had already made his peace that what he was doing was treason to his team, but what he was still having trouble coming to terms with was the fact that he would have to fight his own family.

While he had mixed feelings about Ford after he learned of his part in this whole ordeal with the Phoenix, he still cared for his sister. They had been through so much together. Even before their time in Gravity Falls, they had stuck together through thick and thin, never turning their backs on one another. But this was different. Now, Wendy's life hanged in the balance, and if it came down to it, he would fight his twin sibling to save his girlfriend's life. As Mason wrestled with his inner conflict, he went over to check on Wendy, who was standing away from the horde of villains, the Phoenix's effect on her reaching new, more horrid heights. Her skin had become ghostly pale, and she was drenched in sweat as her body shook and convulsed.

"How are you holding up?" Mason asked.

"I-I fine, Dipper," Wendy managed to stammer out. "I'm just...excited, is all."

"That's not how it looks to me," her lover refuted. "The Phoenix is tearing you apart!"

"You don't understand, Mason. Hell, even I didn't understand it at first," Wendy said. "The Phoenix doesn't want to hurt me. It wants me to save the world."

"What are you talking about?" Mason questioned.

"The Phoenix chose me to bond it with so I can save the planet from itself," the ginger explained. "Think of it, Mason. I'll be able to save the planet from climate change, world hunger, all of it! There won't be a need for an Infinity League!"

Mason was stunned by his lover's words. Several months ago, she was begging him to kill her if this creature took hold of her. Yet here she was, now claiming that the cosmic being that she had feared all this time was really a benevolent force that would allow Wendy to use its power to save the world from itself. Mason didn't know if this was true or if these were the rantings of his mentally exhausted girlfriend. Either way, he wanted this entire matter taken care of quickly so he could pull the Phoenix out of her. As Dipper was trying to wrap his head around all this, they were approached by the last person either of them wanted to speak to.

"Mason," the Baroness suddenly said as she approached them. "A word, please."

Confused by this, the traitor walked with Baroness over to somewhere they could speak in private, though he made sure that it wasn't too far from Wendy and kept her in his line of vision as the Cobra agent spoke with him.

"I understand that Wendy is important to you, but understand this: She is more important to our mission," she reminded him. "Cobra Commander has invested much of his time and troops into this little venture, and I will not allow your feelings to put that girl in danger."

"Let me make something very clear here, Baroness," Mason sneered. "I don't give a damn about what your boss, or Megaton, or even Black Hat want. All I care about is saving Wendy's life. Now, I'm ready to go through my friends and family to save her, and if I gotta go through you and everyone else in this room too, then I will."

Baroness said nothing in response to that at first. Instead, she only narrowed her eyes as she eyed him up and down. Almost as if she was sizing his words up to see if he was telling the truth.

"Perhaps I misjudged you, boy," she finally spoke. "But let me make THIS clear: if anything happens to Wendy, then I will hold you personally responsible."

"I was going to say the same thing," Mason muttered as he turned away from the Cobra agent.

As Red Talon returned to Wendy's side, Baroness couldn't help but feel a strange sense of pride at the boy and his ferocity to protect Wendy.

'My daughter chose her lover well,' she thought to herself.

However, while the agent of Cobra was concerned with the threat of the Phoniex and the League, she did not take into account that there might be threats from within her own ranks. For one of the villains was not pleased with the thought of needing heroes for their plans. Voltura still hadn't forgotten when the League had essentially chased her and her family out of Miracle City months ago, [1] and if it was the last thing she did, she would kill both Mason and Wendy the second she saw a chance to do so.

Meanwhile, Megatron observed the forces gathered for the impending offensive with Soundwave standing beside him.

"Now all we need is a diversion," the leader of the Decepticons stated. "Something to keep Prime and his team busy so Astrotrain can complete his task without a hinge."

He then turned to his communications officer.

"Soundwave, has the fleet I requested arrived yet?" he asked.

"AFFIRMATIVE, MY LORD," Soundwave answered. "I HAD DETECTED THE FLEET'S ARRIVAL NOT LONG AGO."

"And who is in charge of this fleet Shockwave has assembled?" Megatron questioned.

"VICE ADMIRAL JHIAXUS," Soundwave answered.

Hearing this caused a sinister smirk to curl on the robotic warlord's face.

"Excellent!" he replied. "Patch me through to him at once."

"AS YOU COMMAND, MEGATRON," Soundwave responded.

Not long afterward, a screen formed on Soundwave's right arm, displaying an image of the Decepticon vice admiral to Megatron.

"Jhiaxus, this is Megatron," the former gladiator of Kaon began. "You are to turn your ion cannons towards Skyward Tower and open fire upon the station. Do not stop until their shields have been completely decimated, but you are NOT to destroy it."

"Your will be done, Lord Megatron," Jhiaxus replied, bowing to his superior as he did so before the screen went blank.

"Why NOT just obliterate the League's base, Megatron?" Starscream questioned as he approached his master. "We have one of the most powerful fleets at the ready to destroy them!"

"Because, you idiot, we may still have use for the Phoenix's targets, especially in case something happens to Lumberjane or if she betrays us!" Megatron snapped.

Simply raising his open hand at Starscream was enough to make the air commander cower before him.

"Besides..." Megatron continued, lowering his hand as he did so. "...I believe I'm long overdue for another little chat with my old friend...Optimus."

---

"I-I still don't think this is a good idea, Mr. Black Hat, sir," Flugg nervously advised. "The test subject still hasn't been field-tested yet!"

Deep within the underground base of his island where he kept his most dangerous experiments in secret, Black Hat was currently looking through a massive cell that contained what he considered to be his greatest creation. Months ago, the Society had managed to sneak off with a severed head of Ghidorah, which had been removed during the king of terror's battle with Lokar. [2] After acquiring the Kaiju's head, Black Hat had Flugg create him a new Kaiju for him to unleash upon the world. But rather than just be a simple clone of Ghidorah, Black Hat fused the creature's DNA with his own cells so he would be able to control the monster.

"I didn't ask for your opinion, Flugg!" the demon scolded. "Besides, I think what we're about to do is going to make for quite the field test."

From the darkness of the cells, three pairs of eyes shined through, all of which were looking directly at their master, who grinned darkly back at them.

"Are you ready to go hunting..." he asked the Kaiju. "...my DesGhidorah?"

---

Meanwhile, in the depths of space, a wave of cosmic fire began to approach Earth, ready to take its host. Losing its mental connections to the eight Sailor Moon had freed from its grip was an unexpected setback. But with one still willing to bond with it, the Phoenix was certain its victory was inevitable, and with that thought, let out a most horrific screech that echoed throughout the cosmos.

---

Two beings on Earth, however, heard the Phoenix's call. The Shobijin were approaching Mothra's shrine atop what appeared to be a smaller Mothra they called 'Fairy' when they heard the dreaded sound. A somber aura overtook the two of them, tears even falling from Moll's eyes, for she knew what was to come now that the Phoenix was nearly here. Sensing her twin's sadness, Lora placed a comforting hand on her shoulder to try and reassure her, despite she herself fighting the tears that welled in her eyes.

Once Fairy arrived at Mothra's shrine, the twins departed from the tiny moth and looked up to see their deity perched atop her egg. The winged Kaiju looked down at the fairies as they kneeled before her, giving one look to each other before placing their hands together and positioning them towards their respective hearts. They began to sing a song sung many times to Mothra and all that came prior to her before she departed, knowing that this would be the final time they would sing this melody to the last Queen of the Monsters.

Mosura ya, Mosura

Dongan kasakuyan indo muu

Rusuto uiraandoa, hanba hanbamuyan

Randa banunradan, tounjukanraa

Kasaku yaanmu

As the Shobijin sang their song, a ray of light slowly overtook Mothra as she looked up at the massive hole atop her shrine. With one screech of determination, she flapped her massive wings to launch herself to the air, slowly rising to the hole as the twins continued their singing.

Mosura ya, Mosura

Dongan kasakuyan indo muu

Rusuto uiraandoa, hanba hanbamuyan

Randa banunradan, tounjukanraa

Kasaku yaanmu

And with that, the benevolent Kaiju flew through the hole, taking flight towards the clouds above to confront her ancient enemy, bringing with her what may be the last spark of hope in stopping the Phoenix before it finds its host.

---

[1] - As seen in El Tigre's Spotlight

[2] - As seen in Ghidorah's Spotlight