A/N: I hope you don't hate me after this...

The Voot Cruiser crash landed into the backyard.

"They're back! Finally! This whole mess is behind us!" Membrane shouted excitedly

Gaz smiled and got up to go check on her favorite idiots but her father stopped her.

"Stay here daughter… something isn't right" he warned

She raised an eyebrow and shrugged before a blast was shot straight through Membrane's head. His large body collapsing on top her.

Her eyes were wider than they have ever been as she struggled to get out from under her father's corpse.

He was lifted into the air and tossed aside by a familiar alien.

"Zim?"

"Hello little Gaz…" he said sinisterly pointing his blaster at her.

She just stood there staring at him in disbelief, she couldn't think of a single word to say, she was in complete shock. Her father was the most powerful man in the world in her eyes… and he disposed of him so easily.

"Nothing to say? Even after I killed your father-unit? Your disgusting Dib brother?... Disappointing…" he said darkly staring her down.

Gaz took a deep breath and clenched her fists tightly

"I suppose you're here to finish us off before you take over earth?" she asked

"That's the plan! You know Gaz I wouldn't have even bothered with you but…" he lowered his gun to her stomach

"I don't need any of those abominations bothering me when I rule this world" he snarled before he shot at her…

Back On Earth

Gaz woke up from her nightmare gasping for air. She was relieved find herself safely in bed and heard her dad's voice distantly downstairs.

"What a stupid ass dream… It doesn't even make sense!" she complained out loud

"Nya?" Mini moose floated over to her

"Oh you're still here?" she said still groggy as she rubbed her eyes.

Gaz was trying her best to get back in routine. The events of the past few days had her really behind in school. She didn't even really want to go but figured she needed something to distract her from reality.

"Nyah nyah!" Mini moose squeaked

"...Yeah I guess you could go with me" she grumbled while trying to fix her hair

"Have you heard from them at all?" She asked

Mini Moose shook his head no.

She frowned and retuned to the task at hand. Stopping for momentarily when she felt her stomach go crazy for a minute.

"I don't think I'm ever going to get use to how weird this feels…" she said to herself.

She looked in the mirror and shrugged. To the untrained eye she didn't look pregnant at all, which was good. The last thing she wanted was unnecessary questions from her teachers and classmates.

It was bad enough she already had a bad feeling about was happening right now, millions of miles from where she is.

"Why did all of this have to happen NOW? If I wasn't pregnant right now I could be on Irk! Instead of being stuck here worrying about them…" she thought to herself

Her belly moved again, and she instinctively started rubbing her stomach.

"Not that I regret you guys… it's just unfortunate timing… I'm far more efficient in battle than your uncle… and it was stupid of me to let him go " she thought again.

She went downstairs to go to the kitchen where her father had programmed Foodio to make her pancakes.

"Good Morning Daughter! Foodio is making your favorite!" he said in sing song like voice

"Morning Dad… I'm glad you're still here" she said before grabbing a plate.

"Well I promised your boyfriend I wouldn't leave your side until he returned! Speaking of which… you still haven't heard from them?" he asked

Gaz sighed "No…"

The Professor seemed to pick up on his daughter's worries.

"Its… only been two days. I'm sure they're fine, They're probably on their way home right now!" he said

Irk (Underground Smeetery)

"AAAAAAAGH!!!!!" Dib shrieked as he was attacked by a swarm of savage smeets.

They tackled him to the ground and all he could feel was their teeth nipping all over his body. He blasted some away but he was still losing the battle.

Tak activated a shield around herself before throwing something into the darkness.

It was a water balloon and soon the smeets were screeching louder than before as they were sizzling alive. However it gave Dib the time he needed to get away from them.

Tak pulled him into her shield before throwing some sort of space grenade into the growing swarm of hungry smeets still trying desperately to devour them.

A flash of purple light illuminated the lab vaporizing all of the smeets within range.

Dib sighed in relief before hearing even more growls in the distance and thumping from other areas in the lab. He looked to Tak who had barely blinked an eye during the whole ordeal and retrieved the disc from the computer.

"Here you go human! Now prepare yourself for another swarm! That was only a fraction of the smeets down here!" she commanded

"Why don't we just leave now!!!" Dib asked

"We will but first I want to know what happened…" she answered

"Who cares? They're coming!!!" Dib yelled

Tak grunted in frustration "Fine you big baby! But I still need to operate the elevator and detonate this place…"

Dib gulped and grabbed another gun from his trench coat and charged his arm gauntlets again, he didn't care if he got burned again… it was better than dying.

"Hey do you have anymore of those space bomb thingies?" he asked.

"Yes here!" she tossed him a pouch "Stay within my shield or you'll be vaporized as well, you got that?"

"Right… thanks!" he said.

She continued typing commands into the computer and the elevator started to malfunction.

"OH IRK!!! NOW it decides to malfunction!!!" she yelled

They both heard the screeching and rapid little claws racing towards them. Dib threw one of the grenades ahead blindly and quickly started firing into the darkness.

The violet light of the grenade showed just how many of the smeets they were dealing with. While Dib effectively killed SOME of them, thousands more were surging towards them.

Tak left the console alone and decided her human companion needed her assistance after all. She got out two sub machine gun blasters from her PAK and unloaded on their predators.

"Dib we're backed into a corner here… If you have any ideas… I'm open to them" she confessed during her onslaught.

Dib was still firing as well and inwardly panicked, if Tak was asking HIM for ideas, then things were truly more hopeless than he thought.

The ground beneath them began to feel like an enormous force was trying to break through.

"Oh great what NOW!!!" Dib screamed

Tak grabbed Dib and activated her hover boots.

"Charge your arm weapon things to full power and blast though the ceiling! It's the only way we're getting out of here! I'll hold them off as long as I can!" she ordered

Brain Chamber #3

Zim had just finished up loading more containers onto his ship. Skoodge and Gir watching his back the whole time.

The Planet itself was so eerily quiet. The air seemed much cooler, the winds picking up and feeling like ice.

"Strange… feels like an ice storm is approaching but there are no clouds and the rings aren't in usual position" Skoodge said

"Ehh? What're rambling about Skoodge?" Zim questioned

Almost on cue, little particles of ice began to sprinkle the planet.

"What is this MADNESS?! IRK never rains!?" Zim yelled

The silence of the planet was gone as that familiar roar shook the planet again.

Zim shuddered

"Why does that creature sound so familiar? It almost sounds like… NOOOO! NO NO NO! IT CAN'T BE!!!" he panicked

"What is it Zim?" Skoodge asked

Zim punched in some controls on the Voot Cruiser to warm it up.

"I don't care if we don't have all the control brains… we have to leave NOW!" Zim stressed

"Gir! Come with me to retrieve the Dib human! Skoodge when the Voot is ready for take off, come pick us up by tractor beam!" he ordered

"Right!" Skoodge said with a salute.

Gir giggled before jumping on his master's head. Zim didn't even flinch as he was trying to locate Dib on his datapad.

"Ok… good he's still alive, in distress but alive" Zim murmured to himself

He activated his boots and zoomed over to Dib's signal.

"WHEEEE!!!! WE'S GONNA PLAY WITH BIG HEAD AND BABIES!!!" Gir screamed happily.

Zim cocked his gun on the way there before narrowly missing gargantuan blast that rose from the ground.

"Aaaahhhh!!!! Whew that was close!" he screamed.

Tak floated out from the ground holding a reeling Dib.

The hole in the ground released more of the ravenous smeets.

Now in the light you could truly see the sorry state they were in. They were almost skeletal, truly skin and bones, their eyes sickly yellow and they had bulging sores all over them.

"Hey! Zim! Where's the ship? Dib's in horrid shape! You need to get him out of here now!" Tak snapped.

Zim unfortunately was frozen in place, looking at the furiously hungry smeets. He couldn't stop looking upon their suffering faces. He couldn't bring himself to fire his gun. It seemed as though time stood still for the father to be.

"OOOOH NO! THE BABIES ARE BROKEN!" Gir yelled

"Hey DEFECT!!! LET'S GET A MOVE ON ALREADY! MY ENEGRY WON'T LAST FOREVER YOU KNOW!" Tak yelled while simultaneously shooting the smeets below them.

Zim slowly snapped out of it…

"SSk...Skoodge is on his way with the Voot Cruiser as we speak!" he yelled trying to compose himself

"Hope your ride is still in tact, TAK! There's no room for you in MY ship!" Zim snapped

"Oh please! I wouldn't ride in that garbage heap if you paid me!" she yelled.

Zim was about to call her a liar but a sneaky smeet jumped high enough to grab his face and start trying to eat his flesh.

"Aghhhh!!!" he screamed in pain and angrily grabbed the hungry creature.

However again Zim was stunned. The little smeet's eyes bore deep into his soul. Zim almost didn't notice how desperately it was trying to feast upon him.

Dib groaned still in massive amounts of pain but managed to shoot the smeet in Zim's grasp.

Zim gagged and held back the urge to vomit before he managed to say

"Thank…you… Dib human…I didn't want to do that"

"Could…tell" Dib said painfully

"You two are pathetic!" Tak hissed while continuing her attacks.

Gir laughed "Yeaaah we are!"

Suddenly Skoodge was above them in the Voot and he activated the tractor beam, and they were all beamed into the vehicle.

Despite what Zim had said, Tak did fit in the ship…albeit tightly. The five of them were all squished together.

"Alright…Tak there's your ship! Now get out of here!" Zim groaned still in pain.

The Voot then started to rattle violently, followed by the sound of the guttural roar.

"HURRY UP YOU FOOL! WE HAVE TO GET OUT OF HERE!" Zim yelled.

Tak gave a smirk

"Aw what's the rush Zim? Did you just now remember your old friend?"

"If you KNOW what that is! Then you KNOW we need to leave NOW!" Zim yelled

"Alright alright! I'm leaving!" Tak laughed

"WAIT!" Dib yelled

Everyone looked at him annoyed.

"I just… let me walk you to your ship!" he pleaded

"WHY?!" Everyone but Gir asked in unison

Dib blushed "It's just… she saved my life twice and I might not ever see her again…"

"Awwwwww hahahaha!" Gir laughed

Zim rolled his eyes "Fine by me but make it QUICK!"

Zim typed in some controls and opened the ship for them. Tak and Dib exited and made way to her ship.

It was much bigger than the one Dib acquired. It was dark purple almost black in color, with spikes along the exhaust pipes and sides.

"Whoa… this ship is cooler than the one you had before!" Dib exclaimed

"Of course it is! I needed an upgrade! Now what is it you wanted to talk about Dib?" Tak asked

"I… I… Just… was wondering what you're going to do now? You're not just going to die now are you?" Dib asked nervously

Tak smirked and approached the shaky and damaged human.

"Why do you care?" she asked with a claw on his face.

Dib tried to hide the blush forming on his face and his eyes quickly looked away from hers.

"It doesn't feel right leaving you to die! That's why! My offer still stands… my dad helped both Zim and Skoodge! He can help you t-"

Tak slapped him hard across the face!

"I don't need your help or your pity!" she growled

"However I would like my explosives back please…" she asked

Dib rubbed his face and handed her back her pouch.

She took that opportunity to grab his arm and twist it behind his back. She shoved her gun hard into the back of his giant head.

"I have my own plans for survival!" she said darkly before launching a grenade towards Zim's Voot Cruiser.

"Tak! Stop This! It doesn't have to be this way!" Dib screamed

Luckily Zim had an invisible energy eating shield around the ship so the grenade had no effect. It didn't stop Zim from noticing though.

"Hmm it seems his defenses have improved more than I thought!" she said to herself.

Zim unloaded a giant cannon from the Voot and aimed it at Tak

"What the hell do you think you're doing JANITOR DRONE!!?" Zim yelled

"Oh I wouldn't do that if I were you Zim! Not if you value this lower life form beneath my boot!" Tak said

Zim growled "What do you want?"

"First things first! Land your Voot Cruiser and step out nice and slowly!" she ordered

Zim turned to Skoodge "This sucks Skoodge! When I land we'll have to charge the Voot all over again! " he said frustrated.

"I know, and she's most likely going to try and steal what we've collected" Skoodge theorized

"I suppose I could let her kill Dib Stink… but would Gaz believe me if I returned without him? … I mean it's either him or our kids" Zim rambled to himself

"TODAY ZIM!!!" Tak shouted

"Land the Voot Zim, I'll watch your back! Worse case scenario is she steals the goods, we'll just track her down" Skoodge explained.

"You're right! Lets play her STUPID game quickly before IT gets here" Zim said

He landed the Voot Cruiser softly before stepping out with a scowl on his face.

"Muhahaha! To be honest Zim! I didn't even think that would work! You really do care about these hairy beasts don't you?" she laughed

"Ha ha! I'm out of the ship now what do you want?" he asked

Tak looked disappointed she was hoping for a speech about his denial for human attachment. She didn't appreciate her insults being blown off.

"Come closer Zim… step forward until I tell you to stop" she commanded

"I'm sure you THINK you have a backup plan… but there's no way you've prepared for THIS" she thought to herself with a wicked smile.

Zim huffed clearly impatient with these stupid games she was playing as he stepped forward. His eyes momentarily darted back to Skoodge and Gir in the ship.

"Ok stop that's close enough!" she said

She was holding a remote in her claw unbeknownst to anyone at the time and pressed a button. At that moment what looked like lightning struck but Zim moved just before it hit him.

"Ha! Is that i- Ahhhh!" he screamed.

Tak was counting on Zim being distracted by the electric volt and she used the seconds after to shoot him with her cryogun.

"How do you like that Zim? It's my own invention, you're frozen in time barely able to move!" Tak explained with a smirk.

"And you…" she stared down at Dib's pitiful state.

"I think I'll just take your weapons you're already near death, that just leaves those two…" she contemplated

She stomped on Dib again before firing at the Voot with her gun. No damage came to the vehicle and Skoodge returned her fire.

She was barely able to dodge, clearly underestimating the former Invader's skill. She snarled in annoyance before tossing another grenade towards Skoodge.

He dodged and sprinted towards her firing the whole way. Tak retreated to her ship before he could catch up and activated a reflective shield.

Inside was her SIR unit MiMi ready to serve her mistress. She made some chirping noises Tak seemed to understand.

"Make it quick MiMi! Zim's little pal will be here soon and we DO NOT want to be here when that happens!" she explained.

MiMi chirped again before taking off. Tak fired up her engines and started firing her ship's blasters at Skoodge.

He dived to the side before she could hit him.

"Damn I can't even fire back! What can I do?" he complained

He just continued to dodge Tak's blasts while trying to get her away from Dib and Zim at the same time.

MiMi had infiltrated Zim's ship in the blink of an eye. Her original intent was to take the storage containers… however.

"Hiiiiiii!!!!! IM SO HAPPY!!!! A NEW FRIEND TO PLAY WITH!!!!!" Gir wailed.

MiMi instantly began firing at the horrible robot with laser eyes but they just tickled him.

"Whoo! Yous feisty!!! Let's dance!" Gir laughed

He grabbed the SIR unit by the head and started spinning her around while screaming happily. MiMi struggled to get free and only succeeded after Gir was distracted by that same damn roar.

"Ooooh that sounds big!" Gir said

MiMi left the ship empty handed but she wasn't going to deal with that idiotic robot a second more.

She zoomed back to her master who let her in quickly. She chirped sadly.

"Really? MiMi you couldn't even get one?! No matter we'll talk about it later!" Tak said preparing to take off.

Meanwhile Dib was crawling on the ground trying to get to Zim who was still frozen in place.

"Have to get to Zim… There has to be some way to fix… him" he grunted as tried to reach him.

All Zim could do was slightly move his eyes and barely move his fingers. The whole time he stood there he was attempting to reach his gun, but no use.

Dib used Zim's leg to prop himself up and he started to shake the alien.

"Zim come on! There has to be a way to reverse this! Think! give me a hint! Do something!" Dib shouted

"….Get out" Zim said slowly

"What! What do you mean?" Dib asked

"Get off planet… now" Zim was barely able to speak.

Dib tried to lift Zim but failed and landed on his face.

"Damn it! I'm more beat up than I thought… I can barely move myself let alone anyone else" Dib thought to himself.

"Dib!... Forget me!... Get in the Voot Now!" Zim managed to say

Tak hovered over them about take off.

"It was fun catching up boys! But I have a promotion waiting for me! I'll leave you to be eaten by the very same creature that devoured Tallest Miyuki and Spork! Have fun with Cthulu! Muhahaha!" Tak laughed before taking off.

Skoodge panted and tried to catch his breath before trying to head back to Zim. He had succeeded at keeping Tak away but now he was quite far from them.

"Cthulu? Haha she's joking right?... Zim?" Dib asked tapping the frozen alien.

Suddenly that ever gut wrenching roar was closer than ever, being so powerful it blew the duo away.

Dib activated his boots and grabbed Zim, trying his best to fly towards the ship. Skoodge was also trying to fly towards the ship but the force from the gust of wind was too strong.

"Sir unit! Start the Voot Cruiser immediately! Retrieve your master!" Skoodge yelled into his communicator.

"Okie Dokie!" Gir said

"Irk! I hope he actually listens!" Skoodge worried

Gir sang to himself while helping himself to Dib's snacks in the ship.

"You're not going to listen to him are you?" the computer asked

"*crunch crunch* Whaaat?" Gir asked

The computer sighed deeply before starting the ship himself.

Dib struggled to keep himself and Zim steady but he almost lost his composure when he saw the creature behind this powerful blast of wind.

"OH SHIT!!! SHE WASN'T KIDDING!!! CTHULU IS REAL!!!" Dib wailed in fear.

Tak's Ship En Route To The Massive

Tak breathed heavily in relief leaving her planet in the dust. MiMi sat in her lap and chirped.

"No I don't feel guilty! If Dib really cared about me he would've tried to find me! He had my ship! He had resources! If he TRULY cared he would have found a way!" Tak ranted and pounded her fist into the control panel.

MiMi chirped sadly. Tak took another breath bracing herself for the call she was about to make.

"Greetings My Tallest! Assassin Tak reporting in!"

"Well is he gone?" Red asked

"I don't see his head or his PAK Tak!" Purple said sharply

"I assure you my leaders, he has met his end! Due to the lack of security on Irk Cthulhu has been released" she explained

"Oooh I forgot about that thing!" Purple said excitedly.

"Ha! What a perfect fate for that defect! I'm just upset we couldn't watch!" Red said

"I apologize for not getting his PAK like promised but the situation took some unexpected turns, Invader Skoodge has turned traitorous!" she continued.

"What!?" They both asked in unison.

"It's true and he has apparently gotten taller as well, he gave me quite a hard time in battle I hate to admit" Tak sighed

"I was wondering where that bastard went!" Red growled

"It doesn't make sense though! All of us are bound to the will of the control brains! Zim was defective so that explains him… But Skoodge was a perfectly fine Invader" Purple rambled

"And what's with all the short Irkens getting taller!" Red yelled.

Red looked behind him and saw that the rest of his underlings had stopped working to listen in on the conversation.

He frowned "Set the ship on autopilot and leave us!" he commanded.

Purple looked at him confused.

"Well we don't want these shorties getting any ideas!" Red explained

"Oh right! Good thinking!" Purple said

"Anyways Tak I suppose you've done a satisfactory job we'll add 72 hours to your lifeclock" Red exclaimed

"Um excuse me my leaders? But uh you said I was to be off the deactivation list" Tak said clenching her teeth trying to hold back her anger.

"And you promised us Zim's PAK! I guess we're both dissatisfied!" Red said sharply.

"However… if you can provide us with more… intel we may reconsider" Purple suggested

"What do you wish to know my Tallest?" Tak asked

"For starters… Do you know what triggered Zim into defying us this badly?" Red asked

"Yeah what's the big deal? When we told him he was being deactivated he acted like he was ok with it! But then he turns around and kills two Invaders! And then he infects the control brains! What made him so motivated?" Purple said

"I don't know how true it is, but I was informed that he has reproduced with member of another species…" Tak informed

Purple spit out his drink and Red's mouth dropped.

"But…. But… but… Only Tallest are supposed to be able to reproduce!" Purple yelled before Red slapped him.

"Shut up! Do you want everyone to hear you!" Red whispered angrily.

"My Tallest?" Tak looked at them curiously.

"Listen Tak! Got another job for you, this time I promise you won't be deactivated, hell I'll even make you a royal guard! Interested?" Red proposed with a smirk.

"Yes My Lord! What is my mission?" Tak answered with a salute.

"Do you happen to know what hideous creature Zim bred with?" he asked.

Tak's eyes widened with slight regret.

"Yes… a human female on Earth"

"Take her out! Leave absolutely no evidence that this ever happened! We cannot afford for such a blunder to be public knowledge!" Red ordered.

Tak trembled a bit at her leaders fury and bit her lip.

"It shall be done my Tallest…" she replied

"Good and get it done quickly! Clocks ticking Tak!" Red said before ending the transmission.

"Red? You don't think that Zim was" Purple began before getting cut off.

"Doesn't matter! He's dead and soon whatever is left him will be too!" Red growled.

Irk

At last the planet sized creature made itself visible. It had 3 eyes, endless amounts of tentacles and three rows of teeth.

"So this is how it ends… I die millions of miles away from Earth… hand in hand with my enemy… I'll never get to prove paranormal beings exist, I'll never get to meet my nieces or nephews, And the last thing I'll ever smell is this rancid odor…" Dib thought to himself in midair.

Gir flew the Voot by him and opened it up.

"Get in Big head! Or that blobby thing will eat us!" he screamed

Dib threw Zim into the ship and entered himself. Skoodge was flying towards them but stopped midway seeing that the creature was about to attack them. He started firing at it to draw it's attention.

None of his attacks worked to his dismay.

"He didn't even notice… well Zim said he's an energy absorbing blob… So I guess I need some energy" Skoodge thought.

"We have to find Skoodge and get out of here!" Dib shrieked.

Zim mumbled something to Gir .

"Yes Sir!" Gir said as his eyes turned red and he typed swiftly into the control panel.

"Invader Skoodge location locked on!" Gir reported.

"Zim? Dib human? do you read me?" Skoodge asked from his communicator.

"Yeah Skoodge don't worry we're coming right now!" Dib replied.

"Don't! Just activate the Planet's Self Destruct and get out of here! Alright?" Skoodge said

"What? No! Come on Skoodge we can't leave you here like this!" Dib yelled.

"Cthulu will swallow the ship whole someone has to distract him while you get away… Do as I say human or this will all be for nothing" Skoodge said with a bit of fear in his voice.

Skoodge was setting off every energy powered weapon he had in his arsenal to get Cthulu's focus off of the Voot during the exchange.

"Zim I know you can't talk to me but just know… I've always thought highly you….I was always jealous of your free will and the guts you had to just do whatever you wanted… you never let anyone tear you down! My only regrets are that I won't be able to help you take out the Tallest and that I won't be able to meet your smeets" Skoodge continued

"Tell them their Uncle Skoodge tried his best haha" he laughed softly

Dib shook in disbelief, he knew Skoodge was loyal to Zim but this was just crazy.

"Computer is there ANY way we can save him?" Dib asked desperately.

"Negative even with him distracting Cthulu we still have a 50% chance of death" the computer replied

"Piggy master…" Gir started to tear up

"Dib human… we didn't know each other long but I enjoyed your company and your snacks! Tell your father that I was grateful for his help! Because of him I got to experience freedom… True freedom" Skoodge continued as he stared down the beast before him.

Skoodge was soon engulfed inside the mouth of the cosmic horrific blob but not before he activated his self destruct.

Dib watched in horror as the brave Irken sacrificed himself before his eyes.

"Computer activate Irk's self destruct sequence and get us out of here… please" Dib asked softly.

The monstrosity bellowed thunderously as half of it's body was disintegrated. It's tentacles whipping viciously in the air almost knocking the Voot Cruiser.

Fortunately the computer was running the show now and successfully dodged all the tentacle attacks effortlessly.

"You might want to hold on to something, we're entering hyper speed" the computer warned.

Dib looked over to Zim who was still frozen and went to go buckle him up. Zim did all he could to avoid his gaze but to no avail.

"Damn Zim… I'm sorry" Dib thought to himself after seeing the pained expression on his face.