(A/N: Last time on Digimon AU, Daemon unleashed his secret weapon Arcadiamon on our heroes. But after a fierce battle, Arcadiamon suddenly turned on his master, absorbing the Demon Lord. In a devastating twist, Arcadiamon used the new power to Digivolve to the Mega level. Now our heroes face down and even greater threat than ever. Will they survive? Find out now. LOL, sorry, I couldn't resist doing a "professional" recap. Enjoy the next chapter.)

Disclaimer: I own nothing.

Chapter 173: A Digimental Disaster

The Mega level form of Arcadiamon was just as monstrous as his Ultimate, only more frightening and fierce looking. The bewitching beast Digimon threw back its head and roared loudly as the DigiDestined looked on in growing horror.

"Ok, so this might actually be a good thing," Imperialdramon tried to reason. "We now have one guy to deal with instead of two."

"Yeah," Gallantmon X grumbled, "only the guy was already strong enough to defeat Daemon, then he absorbed Daemon and gained his power, then he Digivolved."

The dragon Digimon sweat-dropped. "I'm not saying the situation's not bad, but at least now we can gang up on him. And OmniShoutmon, you did say he has no will of his own, right?"

His fellow dragon Digimon nodded. "He doesn't have any actual thoughts. He just runs almost entirely on pure instinct, acting out his programming without thought or conscious."

"Well, that has to be advantageous for us," said Susanoomon. "If he can't really think, then he'll just attack wildly while we can work together and strategize."

"Yeah," OmniShoutmon mumbled sarcastically. "Only it's believed that Arcadiamon at the Mega level is the greatest threat to the Digital World, so he must never be, yet here he is."

Omnimon swiped his sword through the air, getting ready for battle. "Then we'll just have to stop him before that threat occurs."

Arcadiamon turned his attention to them, and Gallantmon X held up his shield. "Heads up, guys, I think he's about to rain something threatening down on us right now."

"Dot Matrix!" Arcadiamon cried.

The attack may have had the same name as his previous one, but it was clearly an upgrade. It was also invisible, as the beam he fired was completely unseen. Fortunately, the DigiDestined had already fled out of the attack's path. The area it struck was reduced to Fractal Code, which then traveled down the length of the invisible beam and into the bewitching beast Digimon.

"Watch out for that," OmniShoutmon told them. "Not only can't you see his attack, it'll take a chunk of your data that Arcadiamon will be able to use to restore himself with."

"Kind of like Leech Seed or Mega Drain," Gallantmon X noted.

"Takato!" Susanoomon snapped, using his real name. "No Pokemon references right now!"

"Exile Spear!" Arcadiamon cried, turning his hand into extendable spears, and the bewitching beast Digimon flung them at the DigiDestined.

"Well, at least we can see those," Ophanimon C exclaimed before batting away the spear that came at her with her javelin.

The spear tentacles were knocked away, but they soon doubled back and came at her again. She used her Unicorn Shield, producing a barrier, and the spears stabbed into it, bouncing right off. They kept coming though, repeatedly stabbing into the barrier in an attempt to break through.

Her gaze shifted to her friends, and she saw them doing their best to avoid getting impaled as well, either by flying all about to avoid them, or batting them away with their weapons. OmniShoutmon used his Doom Drillpress, and began spinning around while kicking out, slicing the spear-tentacles that came at him. Imperialdramon, being so large, was having a particularly hard time as he resorted to swinging his sword at the tentacles. At one point though, they coiled around his sword, attempting to yank it out of his hands, and he was forced to abandon it in order to avoid more that came flying at him.

"Zeig Saber!" Gallantmon X shouted, extending his energy lance. He used it to knock away the tentacles that came for Imperialdramon that he wasn't able to get to in time due to his large size, then had to quickly turn his attack on the ones coming at him.

As Seraphimon and Susanoomon proceeded to avoid the flying spear-tentacles, Omnimon was using both his sword and cannon to keep the ones coming at him away. As he did so, he couldn't help but notice how Ophanimon C's barrier was beginning to crack until, finally, it shattered.

"Ophanimon!" he shouted, and flew towards her.

He pulled back though as he watched her wrap a cocoon of fire around herself, and then sent it flowing outward, incinerating the spear-tentacles about to stab her. He let out a sigh of relief, but it was short-lived as new spears sprouted at the end of the tentacles, just like they had for the ones he and the others had severed.

Turning around, he saw more coming for him, and his eyes narrowed. "Enough of this. Fearsome Blade!"

He lashed out with his energy blade whip, clearing a path as he diced the tentacles to pieces, then flew at Arcadiamon, circling around him and taking aim with his cannon.

"Graceful Cannon!" he cried, firing a cutting energy beam.

The bewitching beast Digimon had been standing with his arms held out, his fingers having extended into the tentacles, attacking everyone. Omnimon's attack had cut both hands clean off, severing them at the wrists, and Arcadiamon's hands and all the tentacles burst into data. The bewitching beast Digimon barely reacted and simply looked at his new stumps, almost curiously.

"Nice one," said Seraphimon, and flew directly at Arcadiamon. Gallantmon did the same beside him, and they both grabbed hold of the bewitching beast Digimon.

"Good job, guys," Susanoomon told them, and produced his ZERO-ARMS: Orochi. "Now hold him there. Celestial Blade!"

The giant sword of light emerged, and Susanoomon swung it, wary of the angel and knight Digimon holding his target. Before he could land a hit, however, Arcadiamon looked at him and used his Dot Matrix. Susanoomon couldn't see the beam coming, but his ZERO-ARMS: Orochi converted into Fractal Code, the giant sword of light disappearing, and it traveled down into Arcadiamon. The bewitching beast Digimon's hands regenerated, and he burst free of Seraphimon and Gallantmon X's hold.

Turning around, he fired his Dot Matrix attack at Seraphimon. Gallantmon X quickly shoved him out of the way, holding up his shield to block the invisible attack. His shield was reduced to Fractal Code, and Arcadiamon absorbed it.

"What are you doing!?" OmniShoutmon bellowed. "Did you not hear what I said Arcadiamon's attack does!?"

"That doesn't make things any easier," Gallantmon X snapped back. "Royal Saber!"

He flung a lightning blast from his lance at Arcadiamon. Seraphimon flew up from behind him and fired his Strike of the Seven Stars. The bewitching beast Digimon stumbled back from the blast, and Susanoomon flew in, delivering a flurry of punches to his back with his Fist of the Gods.

Arcadiamon jolted back as the punches rained against him. Susanoomon kept up the assault, not giving the bewitching beast Digimon a moment to breathe. But then, amongst the onslaught of punches, Arcadiamon used his Exile Spear, and several spears pierced Susanoomon's body. He grunted in pain and stopped punching, looking down at the spears buried in his body.

"Should have seen that coming," he grunted out.

Arcadiamon brought him closer, and Susanoomon knew what was about to happen.

"Dot Mat-"

"Victorize Banking!" OmniShoutmon cried, blasting the bewitching beast Digimon in the face, preventing him from attacking.

"Thanks for that," Susanoomon muttered. "Royal Slash!"

He slashed at his impalements with holy fire, cutting through Arcadiamon's spears, and pulled away. Arcadiamon recovered from OmniShoutmon's attack and began firing his Dot Matrix. Susanoomon flew about wildly as he put distance between himself and Arcadiamon since he couldn't see the bewitching beast Digimon's attacks, and fragments of the land dissolved away where Arcadiamon's invisible beam struck. The DigiDestined rushed to Susanoomon's aid as they helped him get away.

"Those look bad," Gallantmon X noted as he saw the holes in Susanoomon's body from the impalements.

"It's fine," Susanoomon replied. "Just give me a second. Purification!"

Healing light danced over him, and his injuries healed. The DigiDestined emitted sighs of relief, then turned back to Arcadiamon.

"This guy really is a problem," Imperialdramon growled. "Why, out of all the Digimon he could have absorbed, did it have to be Daemon?"

Laughter greeted them, and the DigiDestined looked away from Arcadiamon to find an even less appealing sight. Boltboutamon was hovering upside down in the air as he watched them.

"Well, for one thing," he said with a chuckle, "it certainly makes for good entertainment."

"Oh no," Ophanimon C groaned. "What are you doing here?"

"Come to ambush us while we're engaged in battle?" Omnimon demanded.

Grinning, Boltboutamon rotated so he was right-side up, waving his arms. "Nothing of the sort. I was simply enjoying the show. Like I said, it's good entertainment."

"Bull!" Gallantmon X snapped, pointing his lance at the demon Digimon. "You're up to something. You always are."

Boltboutamon sighed. "Oh, very well, you caught me. I was given a job to do. I was supposed to do it right away, but I got a little distracted by your fight. Guess I should get to it though."

He waved his hand, and an unusual object appeared in it. It seemed that Boltboutamon expected them, or at least OmniShoutmon, to know what it was, as he grinned widely as he held it up.

"You do know what this is, right?" he asked tauntingly.

OmniShoutmon's eyes narrowed. "It's a Digimental. The Digi-Egg of Darkness. What of it? It's useless to you."

The demon Digimon's grin widened. "Correct on all accounts. It is useless to me." He chuckled. "But there's someone it's not useless to."

A portal opened above him, and he tossed the Digimental up into it. A second portal opened above Arcadiamon, and the Digimental fell out of it, and the bewitching beast Digimon snatched it out of the air.

OmniShoutmon looked back and forth between Arcadiamon and Boltboutamon. At first he appeared to be confused, but then his eyes grew wider and wider with each turn of his head. "Are you completely insane!?"

Boltboutamon snickered. "I thought we had established that long ago."

"This isn't funny. Do you have any what you're doing?"

Mockingly, the demon Digimon tapped his chin as he pretended to think. "Well, if I had to wage a guess, I'd say I'm dooming the Digital World. But don't get angry with me. As I said, I'm simply following Daemon's orders, even if I was supposed to act sooner than this."

Arcadiamon held up the Digimental. It glowed with power, and the light erupted from it, flowing cover the bewitching beast Digimon. "Arcadiamon Armor Digivolve to… Arcadiamon Ultra!"

Boltboutamon's grin widened to an impossible length and a chuckle escaped him as he watched the Digivolution. "Yes, truly beautiful."

The DigiDestined, however, looked on in horror. It wasn't the giant dark blue monstrous form that Arcadiamon had taken on that set their nerves on edge, as they had seen countless horrific Digimon thus far. No, what really unnerved them was the level Arcadiamon spoke of when he Digivolved.

"Ultra?" said Seraphimon. "Did he say Ultra? Please tell me I heard that wrong."

"OmniShoutmon," Omnimon practically pleaded, "is he really an Ultra like Chronomon, or just as stronger Mega?"

He didn't know why he was asking, he already knew the truth. But when OmniShoutmon didn't respond, Boltboutamon just laughed. "You're in denial, but deep down, you know the truth. Now, if Arcadiamon at the Mega level was to be the greatest threat to ever befall the Digital World, then I wonder what him at the Ultra level will be like."

OmniShoutmon turned back to him. "Victorize Banking!"

The V-shaped bolt struck Boltboutamon, and he shattered apart, his upper body completely separating from his lower body.

"Oh, who could have seen that coming," the demon Digimon mocked as he dissolved away.

OmniShoutmon turned back to Arcadiamon, who the others had been unable to take their eyes off of. The giant bewitching beast Digimon hovered in the air, looking very much like a parasitic jellyfish monstrosity. It was a rather unsettling sight, but not as unsettling as the tremendous power they knew he possessed.

"What do we do now?" Ophanimon C asked.

"Nothing's changed," said Seraphimon. "We still need to stop him. Justice Genome!"

"Yes," Susanoomon agreed. "He's still an enemy we need to take down, so let's do it. Gladiator!"

Gallantmon X glanced at them. "Why can't we all have an ability that makes us stronger?"

Susanoomon looked at him. "I could use my Overwrite on you."

"I meant in a way that doesn't make us dangerously violent."

"Cry about it later," said Imperialdramon. "We've got more important things to worry about. Giga Crusher!"

The attack exploded against Arcadiamon, and he jolted back, but didn't even go down.

"That can't be good," Ophanimon C muttered.

"God Matrix!" Arcadiamon cried.

He fired beams from his eyes. This time the attack was visible. Imperialdramon held up his arms on reflex, and the beams struck his cannon. The weapon began to glow, then dissolved into a series of 1s and 0s that faded away, not even leaving any traces of data.

"We're losing all our weapons and shields!" Gallantmon X exclaimed. He knew they could always manifest replacements, but that would take energy that they didn't have to spare right now.

"Not all," said Omnimon, pointing his cannon. "Graceful Cannon!"

He fired a cutting beam, dragging it over Arcadiamon's body. A deep gash appeared over the area of Arcadiamon's body where the beam touched, but the wounds soon knitted themselves shut.

"Hey, what's up with that!?" Imperialdramon exclaimed. "How'd he heal like that?"

"When one possesses enough data, they can convert it to heal injuries," OmniShoutmon told them. "And after absorbing Daemon, Arcadiamon has a lot of data to spare."

"Dystopia Lance!"

What served as Arcadiamon's limbs stretched outward, and his countless number of purple tentacles began to wiggle. Then they exploded outward, stretching out in all different directions, and flew at the DigiDestined.

"Heads up!" Seraphimon cried. "Hallowed Ascension!"

Lightning came down, striking the several dozen tentacles that were coming at him. The tentacles writhed about as they were shocked, but then immediately went after him again, stabbing into his armor and bringing him to the ground.

"Seraphimon!" Ophanimon C shouted, but didn't have time to go to him as a number of tentacles also came at her. She retaliated by sending her flames outward and wrapped them around herself protectively. The tentacles burned up upon touching the flames, but new ones grew in their place and tried again the process repeating.

"Zeig Saber!"

"Fearsome Blade!"

Gallantmon X's energy lance extended far outward, and he began waving it about, disintegrating the tentacles coming at him. Next to him, Omnimon whipped about his energy blade, cutting through the serpentine appendages. But new tentacles grew from the ends of the old ones in an unending cycle, preventing either of the knight Digimon from taking action further.

"This is just like before, only worse," Gallantmon X grumbled.

"I'm aware," Omnimon growled back. "Just keep it up."

Not too far off, OmniShoutmon was locked in a kind of dance as he used his Doom Drillpress, cutting away at the tentacles coming at him. But like Omnimon and Gallantmon X, he had the same problem with the tentacles constantly growing back. Imperialdramon was facing the same dilemma as he hacked away with both his Omni Sword and Splendor Blade, but it wasn't long before he was overwhelmed, and several of the tentacles stabbed into him and began coiling around him.

"We can't stop him like this," Susanoomon declared as he flew about, trying to avoid the source. "We'll have to go for the source. Celestial Blade!"

He manifested his ZERO-ARMS: Orochi as he continued to avoid the tentacles. As he spun around, the holy blade burst from his weapon, cutting through the air. The tentacles that had previously been going after him suddenly went after the blade instead. Several were cut off, but enough wrapped around the blade to stop it before it could reach Arcadiamon.

Susanoomon struggled to push the blade, but the tentacles held it firmly as several more flew towards the god Digimon. Seeing them coming, he gave up on his blade. "Alright, plan B. ZERO-ARMS: Orochi!"

The blade vanished, and two spheres of energy appeared at the end of the weapon that came together and fired. Arcadiamon jolted back as an explosion consumed him, causing several tentacles to go off course.

"Heaven's Thunder!" Susanoomon cried, bring down lightning in the streaming forms of dragons that coiled around the bewitching beast Digimon.

It paid off very little, as Arcadiamon broke free of his confines and sent numerous tentacles at Susanoomon, and they coiled around him. They held him in place as several more flew forward to stab him.

"Heavenly Wings Beheading!" Susanoomon cried, and split into the 10 Legendary Warriors to avoid the stabbing tentacles and escape the ones that bound him. Each of the Warriors wielded a sword that they slashed at the tentacles with before they formed Susanoomon.

This had little to no payoff, as the tentacles' severed ends simply grew back and went after Susanoomon again.

"Damn it," the god Digimon growled in frustration, "that did nothing."

Ophanimon C continued to circulate her flames around herself, but couldn't keep it up indefinitely, and her fire barrier began to flicker. Tentacles began to slip through as small openings appeared, only to be burned away as the flames reignited, but it would only be a matter of time.

Down on the ground, pinned down by his impalements, Seraphimon realized this and struggled harder to get free so he could get to Ophanimon C, even as the tentacles impaling him buried in even deeper.

"Damn it, let me go!" he shouted. "Hallowed Ascension!"

He brought the lightning down on himself. The tentacles impaling him wriggled about as electricity flowed through them, and Seraphimon managed to tear his arm free, crying out in pain in the process.

"Excalibur!" he cried, slashing at the tentacles still impaling him with his sword, and the severed ends dissolved into data. "Final Heal!"

His injuries healed as Arcadiamon turned his attention to him and fired his God Matrix. Seraphimon took to the sky as the beams struck the spot he had been standing, and the ground dissolved into 1s and 0s. Several dozen more tentacles flew at him as Seraphimon made his way towards Arcadiamon, and he dodged or hacked through them with his sword.

When he got close, Arcadiamon sent an entire wave of tentacles at him. Seraphimon brought down more lightning, causing the tentacles to spasm, and flew at Arcadiamon's head, stabbing his sword into the bewitching beast Digimon's face.

Arcadiamon roared and pulled back, as did all his tentacles, giving the others a reprieve. But Sereaphimon gave none to Arcadiamon as he sent a Strike of the Seven Stars at his head. He took a moment to assess the damage he had done when Arcadiamon's head snapped in his direction.

"God Matrix!"

Seraphimon recoiled as the beams were fired at him, but suddenly a fiery dragon that he recognized as Ophanimon C's Call Dramon attack flew in front of the beams. As it dissolved into 1s and 0s, Ophanimon flew past Seraphimon, grabbing his hand and pulling him along. Arcadiamon's gaze followed them, and he fired another God Matrix. The attack missed, and another chunk of land dissolved away.

"Why would you get that close?" Ophanimon C demanded. "Do you want to get killed?"

"I was trying to land a critical blow," Seraphimon replied.

OmniShoutmon flew up to them. "You're about to take a critical blow. Heavy Metal Vulcan!"

He unleashed a firewall that the God Matrix that Arcadiamon fired struck, dissolving it away. The bewitching beast hovered closer as the DigiDestined regrouped. They braced themselves as they prepared for more deadly beams or another wave of tentacles to come at them.

But then, much to their surprise, neither happened. Instead, Arcadiamon's hostile stance became relaxed, as if he were no longer going to attack. And then he spoke. The voice did not come from his mouth though, but seemingly from deep within. It also sounded nothing like the voice he spoke in when he declared an attack. And, worst of all, it sounded eerily familiar.

"Yes, most excellent. This has by far exceeded my expectations."

The DigiDestined exchanged uneasy looks, and Gallantmon X nudged the dragon Digimon beside him. "OmniShoutmon, that wasn't Arcadiamon talking, was it?"

The dragon Digimon shook his head. "No, I don't think so; Arcadiamon doesn't have the ability to speak in such a way. Nor did it sound like him. It actually sounded kind of like…"

He trailed off as cracks began to appear all over the bewitching beast Digimon's body. Not normal cracks, but cracks of Fractal Code, and they spread all over Arcadiamon from his head to the ends of his tentacles.

Suddenly, Arcadiamon's body exploded into data, and the DigiDestined recoiled in surprise. The data flowed outward, up for grabs, but before OmniShoutmon could make a move for it, the data began coming back together, forming a mass of data. The mass began glowing, and then started to take shape, but before the DigiDestined could make out what it was, light erupted from it, and from the light came the voice once more.

"Daemon Digivolve to… Daemon Ultra!"

The light stopped shining, and something was now present, something large, almost twice the size of Imperialdramon, and it was a horrific sight to behold.

A large grin spread across the Demon Lord's face as one of the most evil chuckles the DigiDestined had ever heard escaped him. "At last, I have achieved perfection."

(A/N: Yes, people, Daemon is back and stronger than ever. Those of you that read the manga probably saw this coming, and some of you even guessed at it in the comments. But come on, Daemon is the top ranking Demon Lord after Lucemon, I couldn't just brush him aside like that. And if our heroes struggled as much as they did against Arcadiamon, how are they going to deal with a Digivolved Daemon who now possesses his power? I'll tell you this much, it's not going to be pretty.)

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New Digimon that appear or are mentioned. Replace the DOT in the link(s) with actual periods.

digimonDOTwikiaDOTcom/wiki/Arcadiamon_(Ultra)

digimonDOTwikiaDOTcom/wiki/Daemon_(Ultra)