It was the middle of the afternoon at Odaiba High, but much of the school was empty as the stands of the soccer field were packed to watch the match between their team and Koto's.

Keeping their team in check, Davis and Takuya knew better than to let their guard down, especially with Mikey on the other team coordinating their opponents.

Off to the side, the Odaiba High cheerleaders put on a performance to keep the school spirit, while in the bleachers, Tai sat with his arm around Sora, a scene Mimi had Izzy mimic with her next to them as TK sat with Kazu and Kenta, with Zoe yelling down to the team below, causing Yujin, who was next to them, to get a little startled, especially since Angie was on the other side of him, trapping the poor redhead between the two raging girls, while Haru, who was in the seat below, laughed nervously, not only feeling bad for Yujin, but also at how Ai rested her head on his shoulder.

Nearby, Henry, Suzie and Cody were cheering both teams on, while Tora was a few seats from them, where his focus was less on the game and on one particular cheerleader as he watched Eri in action, watching as she gave it her all in her performance, leaving Tora smiling at her dedication, while solemn as he thought that a girl like her would never be his, even as a friend.

Relaxing back in her seat, Zoe then gulped as she felt a presence behind her, not looking as Rika and Nene, both in disguises to hide their model and idol identities from the world, leaned in closer to her.

"So..." Rika started to say, before Nene picked up and asked. "Which one's Kari?"

"She's the short haired brunette in the middle." Zoe replied with a nervous laugh, where the two Protectors narrowed their eyes at said girl in the cheerleading squad, seeing the girl what held Davis' heart as they watched her lead the cheer, noticing many in the crowd watching her as well, while both Rika and Nene tried to see what made her so special.

Meanwhile, down in the field, the ball was now being kicked by a young man, around the same age as Davis, with spiked blue hair and brown eyes and a cocky smirk on his face as he neared the goal.

Max Tanaka, though smart for his age, had a small air of arrogance about him, thinking that he deserved to be recognized and receive praise, and now, he believed, that was his moment, to get the winning shot and be the number one champ over Davis Motomiya.

'Time for me to shine...' Max started to think as he moved to kick the ball, only for his eyes to widen as a player from the opposite team skid past him, knocking the ball away and causing him to fall back, nearly spraining his foot.

But as he looked back up, the blue haired boy growled as he saw Davis quickly kick the ball, saving the game and delivering the winning goal, causing the stadium to let out a roar of cheers, especially the cheerleaders and some of the female viewers, causing Max to growl even more as he thought. 'That should've been me. They should be cheering my name.'

As everyone high fived Davis, Max then gained a confused expression as he saw the maroon haired boy then run over to him.

"You ok, Max?" Davis then asked with genuine concern and respect for his teammate as he held his hand out to help him up, which Max reluctantly took as Davis helped him over to the bleachers.

"Just put some ice on it and sit for a bit. It didn't look too bad, but I do have a friend who's a doctor if you need it." Davis offered as he set the boy down and sat next to him.

Max then sat quietly in thought, before looking at Davis and asked with curiosity. "Can I ask you something? How do you do it?"

"Do want?" Davis asked in confusion, before he saw Max look over Davis' shoulder, causing him to turn around, where he saw about twenty girls, who all began to scream for him, some even proclaiming that they want to have his babies, causing Davis to shudder a little.

"How do you get so much attention from them?" Max asked, confused as to the reaction Davis was giving toward the girls all over him.

"Honestly, I have no idea, but trust me, it's not as glamorous as you think. Sometimes it can get a little creepy." Davis replied, leaving Max silent and objective to Davis' views.

'You're kidding right? You can have an army of girls who would do anything you want, praise you, worship you, and you'd throw all that away?' Max thought, thinking Davis was a bigger fool than he thought, before looking to see a young green haired boy and a blonde coming towards them.

"Great game, Davis." Haru said with a smile, causing Davis to reply with a smirk. "Thanks, Haru. I need to get going, but would you and Ai mind making sure the nurse sees Max here before you leave?"

"No problem." Haru replied with a thumbs up and a considerate attitude, causing Davis to smile back.

Though the two were of different classes, Davis and Haru met each other when the older boy saw Haru trying to practice soccer one day, and decided to help. Since then, the two had been good friends, though neither knew the other's identities as V-Force and Responder.

Turning back to Max, Davis then said. "You did good out there."

"Thanks." Max just said in a voice of disinterest, though Davis didn't hear it as he went off, while Max waited for the nurse to come check on him, leaving the blue haired boy in thought.

'If Davis doesn't want all fame and glory, all the girls to love him, that's fine with me. I'll make them love me, and I know just the way to do it.'

-Meanwhile-

Inside the girls' locker room, the cheerleaders were all changing, with Kari having removed her top, about ready to put her shirt on as she thought about her love and how great he was today, before she heard the other girls start to talk and swoon over HER Davis.

"Davis is such a dreamboat, isn't he?" A blonde cheerleader asked with hearts in her eyes, ones the others shared as an auburn haired girl replied back. "Totally! I would like love to have his arms around me and know what it's like to kiss him."

"If he's as skilled in kissing as he is in soccer, I bet we wouldn't be disappointed." Another of the cheerleaders said with a small giggle, which made the others laugh alongside her.

Kari, who was still facing her locker, felt her hands clench as darker thoughts came to mind, of putting these girls in their place and reminding them of who was in charge, of who Davis belonged to, before she felt a hand on her shoulder, looking to see Eri smile as the pink haired girl then said with a caring voice. "You're really lucky to have someone like Davis in your life."

Her words not only caused Kari to calm down, but for the other cheerleaders to deflate, remembering that Davis was somewhat dating Kari, before the girls quickly surrounded the brunette and bombarded her with questions.

"So what's it actually like to be with a guy like Davis?"

"Is he as charming as everyone says he is?"

"Have you kissed yet?"

"Have you seen him naked?"

"Have you any luck getting into his pants and seeing what he packing?"

Twitching her eyes at three of them, Kari remained calm as she replied. "No, we haven't kissed really yet, and I have not seen him naked or further than that, but yes, he's kind, charming... just absolutely amazing to be with."

'And he's mine.' Kari then thought with the darker side of her rising again.

"Can you see a future with him?" One of the girls then asked, her words causing a light smile to appear on Kari's face, before she nodded.

"Yes... yes I can." The brunette replied with a smile, though not the future any of the other girls were thinking, imagining her dark world, with Davis as her Dark King by her side.

-Later on-

After getting the medical attention he needed, finding that his leg would be fine and that he just needed to keep pressure off of it, Max had left the soccer field and returned home, entering the seclusion of his room, where he had a workbench set up, showing that amongst the various cables, wires and other pieces of technology was a specially designed tech gauntlet he had been working on.

"Just a few more checks and it should be good for a test run." Max said to himself with a smirk.

Based on his calculations, once operational, this gauntlet would allow him to alter the brainwaves to those he desired and turn any girl he wanted into his devoted slave, leaving them fawning over him, doing whatever he desired, and tonight, he planned to give it a test run, and he had a few targets in mind, that is if he could find them at first.

-That night-

With half of their group in the air, the others jumping from rooftop to rooftop, Vixen, Songbird, Zephyr, Lilly, Thunderstrike and Darkblade were all out on patrol tonight, or as Lilly liked to joke, 'a girl's night out', as the guys had plans for the evening and could not be out with them.

"Ah, this is great, just us ladies and none of the guys to cut into our fun." Lilly said with a laugh as the group stopped on one roof as Zephyr, Vixen and Songbird floated near them.

"Yeah, as much as I like them, the guys can really cramp our style sometimes." The winged heroine then added, causing the girls to laugh a bit.

"I'll remember that." Cody then said through their comms, causing some of the girls to let out an 'eep', having forgotten that Cody was still on comms, before Zephyr replied with a sweatdrop. "But of course we don't mean you, Cody, hehe."

"Sure..." The young boy replied as he sat back in his chair by the monitoring station, keeping his eyes out on anything to alert the girls to as they continued their patrol.

Meanwhile, not too far from the girls' position, Dark Hawk, Psychonis, Charm Mistress and Dark Ivy were walking down an alleyway, ready for a night on the town and the fun they could have.

"This is great. Mistress doesn't need us right now, so we can have all the fun we want tonight." Psychonis said as she stretched her arms over her head, looking forward to whatever kind of mayhem she and her female friends could cause this evening.

"Just don't go too far, otherwise the Night Queen will make us all suffer." Dark Hawk said in reply, her tone of seriousness as she recalled the last time they were allowed off their metaphorical leashes and the dastardly events after they returned.

"Oh relax, will you, Bird Brain? We're not going to go crazy, and it's not like we're going to run into any of those loser heroes anyways." Charm Mistress snapped as the group rounded the corner, only to stop and stare as the Protector girls' did the same, the two groups staring at one another, before quickly getting into fighting stances.

"Did you really have to jinx us?" Dark Ivy asked with a somewhat board tone as she grew vines from her arms, creating several blade-like thorns as she prepared to fight.

"Just shut up and fight them!" Dark Hawk suddenly yelled as she brought her own blades out, while Darkblade drew her sword, ready to clash with the villainess swords lady.

"You four aren't going anywhere except a prison cell." Songbird declared as her body glowed with her energy, her fists ready to fire at the four and take them out.

"Sorry but I don't do prison." Charm Mistress said back, before commenting as her eyes glowed pink. "I am too cute for such an ugly place. Besides, I think a cage is more suited for you, Songbird."

"Seriously, just stop talking and fight!" Psychonis yelled as magic circles appeared in her hands, which grew, taking shape as several lions of dark energy that then shot out towards the Protectors, causing Vixen to do the same as her spirit foxes clashed with the lions, dispelling one another as the two groups of females began to fight.

Meanwhile, as the fighting raged, nearby, Max, with his gauntlet now equipped on his right arm, rounded the corner to see not only the girls he was looking for, but four of the ladies of the Dark Legion that caught his eye from the news.

'This is too perfect!' Max thought, before looking down at his gauntlet as a smirk grew on his face, where he said to himself. "Time to see if all that work paid off."

Max then turned on the switches on his devices, before hitting a few buttons as a small pulse went off it.

Not even a second later, all ten heroines and villainesses stopped in their tracks, a blank look appearing on all their faces as a light blue hue filled their eyes, before they all turned and looked at Max with love and devotion in their eyes.

"Master!" They all yelled excitedly as they rushed to him, with Songbird pressing herself on one side of his body, Vixen the other, and Charm Mistress embracing him from the back as the girls encircled him and began to praise him like he was their world.

"Perfect." Max said, pleased with the results as he looked upon the heroines and villainesses, taking in the sight of the devotion and love they were now expressing, before deciding to give his device another test.

"You girls will do anything I say, right?" He asked, smiling as Songbird and Vixen continued to rub his chest, where the red haired heroine replied happily. "Anything for you, Master."

"Then you and Songbird kiss each other. Put on a little performance for your Master." Max commanded, continuing to allow his position of power to get the better of him as he waited to see how they would react.

And pleased with the results, Vixen took the lead as she set an arm around Songbird and pulled her in for a deep and longing kiss, causing Songbird to moan within Vixen's mouth, before kissing her back.

While the girls remained in their entranced and devoted states, fawning all over the blue haired boy, trying to reach the heroines though their communicators, concern filled Cody as he got no reply, but he could hear the girls speaking, going on and sounding all lovestruck.

"Girls...? Girls, what's going on?" Cody asked with confusion as he heard the girls on his end, before looking at the monitors, showing that something was off with their brainwaves as the comms went dead, causing Cody to panic as he quickly called in the others.

-Half an hour later-

As the boys were suiting up, Davis looked to Cody and asked. "What happened again?"

"They ran into four of the Dark Legion members, began to fight, and then... I don't know, they all started to act strange, even their brainwaves are looking strange." Cody replied as he pointed to the screen, which Izzy looked at before putting his helmet on.

"It looks like something is overriding their thought processes. In other words, don't expect them to be friendly when we see them." Izzy stated, where there was a part of him that was concerned about fighting Mimi and the others, thinking the Dark Legion had managed to get into the heroines' heads and brainwash them.

"Hold up. Where's TK?" Tai then asked as he looked around, not seeing the blond, where Cody informed in reply. "I've been trying to reach him, but he won't pick up."

"We'll have to go ahead. If he comes, bring him up to speed and tell him where to meet us." Davis said as he put his helmet on, leading the others to follow the signal of the girls' transponders.

-Meanwhile-

Having his phone on silent, TK didn't know the others were trying to contact him as he knocked lightly on the door to the apartment in front of him, smiling a moment later when it opened, revealing his older brother, who smiled back when he saw him.

"It's good to see you, Matt." TK said with a warm smile, an expression Matt shared as he said in reply. "You too. It feels like ages since we were able to spend some time together."

"It was only last week." TK said with a laugh as he walked in, looking at the mess that was Matt's apartment, where he added. "And it's still the same pigsty I remember."

"Sorry about that." Matt apologized, before saying with a little defensiveness. "My job's been keeping me busy lately."

TK only nodded at this, believing that lie his brother told him three years ago that he was now working as private security, though he never told TK who, claiming it would violate his contract.

And for the next few hours, the two brothers had dinner, chatted, and hung out with one another, neither aware of the other's alter ego as Fang and Seraph.

"Anyways..." Matt then said as the duo sat on the couch, where he then asked. "What about you? Any girl finally catch your attention?"

"Well, not exactly..." TK started to say, before Matt held up his hand.

"Please tell me you're not still hung over on Kari? I love you, little bro, but that girl has tunnel vision when it comes to guys... or 'Guy' in general." Matt said jokingly, while mentally thinking with some seriousness. 'Plus, I don't want you anywhere near her. It's safer for you.'

"I know, I just wish she and Davis would make... whatever they have official and let the rest of us move on." TK replied with a sigh, causing Matt to laugh lightly, but smile nonetheless.

Since their parents' divorce, things had been rough for the brothers, and Matt found himself acting out more because of it, more than often getting into trouble with the law, causing their mother to all but forbid TK from seeing him, believing Matt would be a contaminating influence and didn't want TK to lose any chance at growing up with some good intent.

And despite his attempts to shape up, Matt constantly found himself going down that rabbit hole again and causing trouble, especially when his powers first developed and he took on the masked identity of Fang, which ironically led him to that fated event nearly three years prior.

-Flashback-

"I'll have another!" Matt yelled to the bartender in the small bar he found himself in after another escape from the processing police and heroes, drinking his sorrowed and anger away, especially when he thought of that annoying pest, Dragonheart, who not only seemed to have powers similar to his own, but always seemed to get in his way.

The bartender, meanwhile, narrowed his eyes at the blond, not sure if he should give him another glass, before he saw someone sit next to Matt, where the near drunk blond heard a feminie voice say. "It's alright, his drinks are on me."

As the bartender left, Matt, whose head was down slightly, looked to his left, first taking in the smooth, tanned legs of the girl who offered him a drink, moving his eyes up to see the red skirt she wore that covered her thighs and up, before noticing her smooth stomach and the matching tank top that covered her D-cup breasts.

'Looks like I'm getting lucky tonight.' Matt thought with a smirk as he continued to eye the mysterious woman's figure, before he got to the girl's face, causing his smirk to disappear as he saw it was a face he knew all too well.

"Sora..." Matt said in a deadpanned voice, losing the small excitement he was feeling to see the orange haired girl.

"Hello, Matt." The orange haired girl replied with a smile, watching as Matt returned to his empty glass.

"How's Tai?" Matt then asked with some bitterness, still feeling anger over his former friend for many things, including winning the heart of the girl next to him.

"Tai is doing pretty good. How's life as Fang?" Sora then asked, still keeping her smile as she saw Matt tense up, quickly darting his eyes around the bar.

"Relax. Did you really think I would talk to you if I was going to turn you in?" Sora asked with a smirk.

"What do you want then?" Matt asked with curiosity and concern.

"My... employer has some interest in you, and wants to offer you a job. Interested?" The orange haired girl asked, waiting as Matt finished the next glass he received as he gave it some thought, wondering who would be interested in a thug like him, and how Sora of all people could work for them.

"What are they offering?" Matt then asked.

"I'll take you to them, they want to speak in person." Sora replied, grabbing Matt's hand as she led him out of the bar, almost existing the establishment, before Matt was confused as they went out the side door.

Instead of being outside, however, Matt found himself and Sora standing in a dark lit room, and when he turned to look at where they came in, the door closed and vanished, leaving the blond more confused and worried.

"Welcome, Mr. Ishida." A voice then said behind him, causing Matt to turn, where his eyes widened to see, sitting on a throne, the Night Queen he had heard so much about, the same mysterious villainess who had taken down some of the city's best like they were nothing.

Matt then watched Sora walk over to the Night Queen, resting against the side of her throne as she looked back at Matt with a sly smirk, causing the blond to feel some worry and concern for her, wondering what the villainess had on her to make the girl he had feeling for follow her.

"I've had my eye on you for awhile, Fang. You have great power, but it's wasted on petty crimes. How would you like a chance at the big leagues?" The Night Queen offered as she extended her free hand, causing Matt to see a set of armour, the same set he would wear from that day forward, materialize before him, where the blond could feel the power radiating off of it.

"This will be your chance to make a name for yourself, to take down those who get in your path, including Dragonheart." The masked villainess then added, seeing that Matt was tempted.

But not wanting to give in so easily, Matt looked at the Night Queen with some defiance as he asked. "How can I trust you? Won't just use me and toss me aside?"

Matt's eyes then narrowed as the masked villainess laughed, before, much to his surprise, she reached up and took said mask off, causing his eyes to widen in shock and some fear to see the smiling face of Tai's sister, Kari, looking back at him as she replied. "You can trust me, Matt. And together, we're going to change the world."

-End Flashback-

That day had been a blessing and a curse for Matt, for he finally got the power and recognition he wanted, but now found himself working for someone he was truly afraid of, and if he could, he'll protect TK from what she has planned.

Matt knew there was no hope for him, but even if it cost him his life, he would make sure there was for his brother.

-Meanwhile-

Within a warehouse not far from their last location, Max smiled as he sat on a shipping container he was using as a throne, with Charm Mistress on his right and Songbird on his left as he wrapped his arms around them, while the other girls were around them, fawning over their Master like love struck schoolgirls.

"Is there anything I can get you, Master?" Darkblade asked, losing her normal serious persona and replacing it with the persona of a love struck teenager wanting to please her crush.

Max smirked at her words, though found her too young for now to suit any... 'physical needs' he might have, but still liked having her fawn over him, where he then moved his right hand to lightly cup Charm Mistress' breast through her top, causing the brainwashed blonde to sigh happily at his touch.

'This is perfect. Ten beautiful girls at my command, and super powered girls nonetheless, including a smoking hot idol!' Max thought with a devious smile, which grew as he continued to go deeper in his thoughts. 'With them under my command, I'll finally get the respect I deserve, and if there are those who don't want to give it to me, I'll make them. Heck I'll even make Kari forget all about that loser and fall for me. To her, it'll be like Davis never existed.'

However, Max was then snapped out of his thoughts when he noticed something flashing on Thunderstrike's belt, causing him to look at her and ask. "What's that?"

Looking down at her belt, the brainwashed redhead looked at her Master and happily replied. "It's a locator beacon, which means the other Protectors are nearby."

At Thunderstrike's blissful tone with her warning, Max paled as he thought of V-Force, Dragonheart and the others come down on him and quickly delivering justice, before the more devious side of his mind kicked in as he gained a smirk.

Looking at each of the Protector girls under his control, he then instructed. "All six of you go out and kick their asses. Show them that you serve me now!"

"Anything you say, Master." Zephyr replied, where Lilly added. "We'll make them all pay for disturbing you."

Max then watched with a smirk as the six girls headed out of the warehouse, while Psychonis took Songbird's place in his left arm, smiling happily as her Master caressed her arm, leaving Max smiling as he couldn't wait to see how these events would turn out.

Outside, the heroes arrived just in time to see the girls exit, all six staring them down with neutral looks on their faces, where V-Force and the others noticed the blue hue in their eyes.

"Girls... if you can hear me, we're here to help and..." V-Force started to say, before quickly bringing up his gauntlets to block as both Songbird and Vixen shot at him, their fists glowing with Nene's energy and Vixen's magic as they pushed the hero back.

"Our Master told us to destroy you and we must obey." Songbird said, losing all tone in her voice as she continued to push against V-Force with Vixen, following the commands overriding her mind as she and Vixen pushed their former crush back and began to fight him.

'Master? So it's not the Night Queen controlling them?' Hitech thought for only a millisecond, before quickly moving as an array of powerful vines shot out of the ground towards him and Dragonheart, courtesy of Lilly as she moved her arms like a composer, trying to capture the two and crush them as her Master commanded.

Above them, Fireguard was doing his best to dodge the swings of Zephyr's claw blades, trying to get through to his girlfriend as he yelled. "C'mon, Zephyr, snap out of it! You have to listen to me and fight it!"

"I only listen to my Master." Zephyr said back, lacking the same emotion as Vixen and Songbird, while showing that unlike her boyfriend, she was more willing to fight the one she used to love, gathering the wind energy in her hands and firing a blast of concentrated wind at the fiery hero, who quickly moved out of the way, only to receive a kick in the stomach from the brainwashed blonde.

Down below, Cyberstriker was doing his best to dodge his sister's blade as she swung at him, not wanting to hurt her but not wanting to be injured himself.

"Darkblade, stop! Don't you recognize me?" The tai chi hero asked as he used his hands to catch the blade, trying to hold it back as his sister gave him a blank look.

"You are my Master's enemy, and so I must destroy you." Darkblade responded with the same lack of emotion as the others, before she kicked her brother back and continued her attack.

Nearby, Red Nova was on the defensive as he kept his arms up, trying to block the quick punches and kicks from Tunderstrike as she tried to hit him from every angle.

'She's too quick for me to hit normally. I've got to stop her first.' The second fire hero thought, before quickly using his fire abilities to create a ring of fire around him, hoping to get some distance between himself and the brainwashed redhead, only to be struck in the head as Thunderstrike jumped over the flames, delivered a quick kick to Red Nova's head, and used his body to jump back out, using the ground and her opponent's body to bounce back and forth from the blaze.

'Well... at least she took that training exercise seriously.' Red Nova thought as he was getting thrashed by the same exercise he developed for Thunderstrike.

Back with V-Force, the hero blocked a blow from Vixen's staff, only to receive a kick in the stomach from Songbird, sending him skidding back, before he dodged and swing of Songbird's energy infused fist, only to meet a blast of magic energy from Vixen's hand.

'Well... their teamwork's improved.' Davis thought nonchalantly as he coughed in pain, before he received a powerful kick from both girls, sending him flying back into a shipping container behind him, causing the masked hero to groan in pain as he fell to the ground, his back still against the container as he looked around in pain, seeing Dragonheart and Hitech being engulfed in vines, Red Nova looking as bad as he felt as Thunderstrike continued her attack, Fireguard on the ground nearby as Zephyr had him pinned under her foot, her right hand looking ready to skewer him, and Cyberstriker being pushed against the wall as Darkblade looked ready to finish him.

Meanwhile, V-Force then felt a shadow above him, causing him to look up to see Songbird and Vixen standing over him with blank looks on their faces, their fists glowing with energy as they brought them up, ready to strike at the hero and end him for good.

-Meanwhile-

Back inside the warehouse, Max was enjoying his Legion pets, with Charm Mistress and Psychonis both rubbing his chest, where he was about to have them put on a show for him, before he heard an eerie sound, causing him to look forth and see a dark coloured portal open nearby, before his eyes widened in panic to see the Night Queen of all people emerge from it.

To say the masked villainess was annoyed was an understatement, especially with her plans for Davis ruined, and now finding her missing servants with what appeared to be Max from her lover's soccer team, each of them acting strange, or stranger than usual.

"What did you do to my servants?" The Night Queen asked in a dark tone, scaring Max even more, before the lightbulb in his mind went off again.

"Restrain her!" Max then yelled with confidence and command, causing the four Legion girls to look at their boss with rage as they rushed at her, Dark Hawk drawing her blades, Dark Ivy her thorn blades, and Psychonis and Charm Mistress gathering energy in their hands.

However, before they could get close enough, the Night Queen's eyes merely glowed, where all four stopped moving, grunting as though their bodies were frozen stiff as the arch villainess passed them and approached Max, who started to back up in fear of the dark sorceress, before his mind went into gear again.

If he could control the Night Queen, the most powerful villain in the city, then he would be on top, no one would ever be able to stand in his way, causing him to bring up his arm and change the dials, hoping the devices would take effect as he saw the Night Queen stop.

However, instead of her acting like the other girls did, the Night Queen tilted her head, before she said in a rage filled voice. "You dare try and control me!?"

Her eyes then glowed again, before Max cried out as his gauntlet was covered in dark electricity, causing him to quickly pull it off as it exploded into several pieces on the ground.

-Outside-

V-Force closed his eyes, expecting either the end or at least to feel great pain, but when it didn't come, he opened them, seeing Songbird and Vixen's fists inches from his face, where he looked up to see the blue hue in Songbird's eyes vanish, before her eyes widened in realization and panic as both she and Vixen let out a cry of fear.

"V-Force, are you alright?!" The two asked in panic as they got on their knees to check on their masked leader, remembering everything that happened and felt horrible at what they were about to do to him.

Nearby, Darkblade dropped her sword, her hands shaking as she realized what she was about to do and how she acted, trying to mutter out an apology, before her brother wrapped his arms around her and said softly. "It's alright, I'm glad you're ok."

Like Vixen, Songbird and Darkblade, Lilly also snapped out of her trance-like state as both Hitech and Dragonheart landed on the ground with a loud thud, where Lilly had undone her vine bindings, ran up and wrapped her arms around Hitech's neck, crying as she spoke. "I'm so sorry, please forgive me!"

"I'm fine, too, you know!?" Dragonheart yelled in annoyance, before looking to see Thunderstrike and Zephyr both in the arms of their respective love, both looking downcast, but felt comfort as Red Nova and Fireguard kept a close hold on them, each soothing the girls in their distress.

"Girls, I'm alright but..." V-Force started to say through his pain as he tried to figure out what happened, before they all heard a man scream in fear, causing them to look towards the warehouse as they saw a figure, one the girls recognized as the one who had been controlling them, being chased by none other than the Night Queen herself as she seemed to float in the air, her shadow growing and taking forms as black tendrils grabbed the figure by the legs, dragging him closer into the darkness as he begged for his life.

"Please, I'm sorry, I didn't mean..." The man cried out with desperation and fear in his voice, while the Night Queen continued to glare down at him through her mask, smirking as she dragged him into her shadow and asked with a dark glee. "What's wrong? Afraid of the dark?"

Acting quickly, V-Force put all his energy into his body as he shot towards the Night Queen, which caught her attention as she moved back, removing her shadow over the figure as the hero landed before him in a defensive position.

"Sorry, but not even he deserves to suffer that much." V-Force said, understanding the Night Queen's rage, to have one's allies turned against them, but he knew he had to protect the blue haired boy.

He then looked back at the figure, before his eyes widened as he recognized him and thought. 'Max?!'

Max, meanwhile, was trembling with fear, his eyes widen an unblinking as he curled up, mumbling to himself. "So dark... make it stop... make it stop..."

Snarling at seeing V-Force and the other Protectors cut in on her vengeance, the Night Queen would have loved nothing more than to finish them off, but she had other issues to deal with, and so she turned and went back into the warehouse, while V-Force let out a sigh, before coughing from his injuries as he fell to his knees, causing the others to rush towards him, with the girls all looking at Max with a mix of disgust and pitty.

And like V-Force, Fireguard also recognized his soccer teammate and was as shocked as Davis was, not only that Max had plotted such a scheme, but to what the Night Queen had done in the aftermath.

Back inside the warehouse, as their eyes returned to normal, the Legion girls remained stuck in place, before Charm Mistress said with a growl. "That creep groped me! He's so dead!"

"Get in line!" Dark Hawk yelled in reply, where she then said. "He made me act like a lovestruck schoolgirl, that's not my style."

"I don't allow others to control me, I control others." Dark Ivy then said, expressing her own anger. "What do you say we find him and make that worm pay?"

Dark Hawk and Charm Mistress expressed their own agreement, desiring to make the blue haired boy know the consequences for what he had done to them, but when they didn't hear Psychonis, they all turned their eyes to look at her, seeing her look off to the side with a look of fear as she paled.

Looking in her direction, the other girls gulped in fear as they saw the Night Queen approaching them, and though they could not see her face, the aura around her let them know she was pissed, and was now focusing it on them.

"My lady, we..." Dark Hawk started to say in a nervous tone, trying to figure out an excuse to get them out of this.

"Quiet!" The Night Queen merely yelled as she slammed her staff into the ground, opening portals that took all five of them back to their base, deciding to punish them when they returned to their fortress.

-Later-

Back in the Protectors' base, Joe was finishing his examinations on Henry and Izzy as Takuya and Tai sat near them, with Angie, Zoe, Suzie and Mimi looking on with worry as Cody stood by them, before they looked over with the others to see what was going on by the couch.

Sitting on the couch without his shirt on, a series of bandages wrapped around his chest as he tried to relax, Davis couldn't help but sweatdrop as Rika and Nene were constantly around him, offering whatever they could to apologize for the injuries they had caused him.

"Again, we are so sorry." Nene apologized as she took a seat beside Davis and gently rubbed at his chest, making sure not to apply too much pressure.

"If there is anyway we can make up for this, please let us know." Rika added, taking her own approach as she moved behind Davis, trying to make him comfortable as she set her hands on his shoulders and rubbed them softly.

"Girls, it's..." Davis tried to say, having already forgiven them countless times, but neither Rika nor Nene were listening as they tried to offer more for the maroon haired hero.

Looking at the scene, the others couldn't help but sweatdrop, where Tai, not realizing he was thinking out loud, said. "I wonder if he realizes that if he says it right, those two might agree to a threesome."

However, Tai then realized he spoke allowed when he saw the other guys looking at him like he was nuts, while Angie, Zoe, Suzie and Mimi looked at him with rage, causing his eyes to widen as he tried to get out of his predicament. "Wait, I didn't mean..."

"Pervert!" The four girls yelled as they slammed their fists into Tai's face, leaving him twitching on the ground as they let out a huff.

It was then that the group heard the door to the base open, where they saw TK run in with a worried look on his face.

"Guys, I'm so sorry, my phone was off and I..." The blond started to explain, before he looked around, seeing the other guys looking a little beaten, while the girls looked fine, causing him to ask. "What happened?"

"I'll tell you later." Davis replied, before he heard Rika and Nene let out a yelp as he turned his head, trying not to laugh as he saw Joe pick both girls up by their shirt collars and pull them away from the couch.

"That's enough from you two. Davis needs his rest." The young medic said in a stern voice that left no room for argument, causing the pair to pout.

"Can't we just be with him as he rests? We promise to be quiet." Nene said, trying to talk her way into spending more time with Davis, but found her words unable to persuade Joe.

After getting Rika and Nene to finally leave on their own accord, with seriousness and concerns, Davis asked. "How's Max?"

From Davis' question, TK's eyes widened as he heard a classmate's name and asked. "Max? As in Max Tanaka?"

"Yeah. That creep used some kind of mind control device to put all us girls under his control, had us attack the others, then apparently bit off more than he could chew by trying to use it on the Night Queen." Zoe replied with a growl, causing TK's eyes to widen further at hearing this, now realizing the state the team was in.

"Yeah he even had..." Angie was about to say, before gulping as she felt pure anger directed at her, turning to see Rika and Nene glaring at her as they yelled. "Never tell anyone!"

"Tell us what?" Tai asked as he got up from the ground, nursing his fresh head wound.

"Nothing!" Rika and Nene yelled in reply, trying not to look at one another as they remembered the small make out session Max had them perform for him.

"Anyways, he's physically fine, but mentally he's comatose, whatever the Night Queen did to him it's left him mentally scarred." Joe commented from the hospital reports he read, causing the Protectors to shiver slightly, not wanting to know what the arch villainess really did to the misguided teen.

"As much as I want to keep an eye on him, I need to get going. Kari's probably waiting for me." Davis then said after a moment, groaning as he got up and began to put his shirt back on.

"Oh no, you need rest. You'll just have to make up something for Kari and see her tomorrow." Joe said, still in doctor mode and not wanting his patient to harm himself even more.

"Joe, that's not a good idea, remember what happened last time?" Tai commented, causing Joe to sigh as he did.

The last time Davis was hospitalized, and to this day they weren't sure if she somehow got past security and not show up on cameras or scale several floors, but that night after visiting hours were over, the nurses found that within the room Davis was recovering in was Kari, who was sound asleep in the chair next to Davis' bed as he slept.

"I'll make sure he gets there ok." TK offered, wanting to make up in some way for not being there for the team.

Nodding in reply, Davis allowed TK to help him into the elevator as they told the others to get some rest, and for the girls to not be too hard on themselves.

Within the elevator, the two boys stood in silence, before, much to TK's nervousness, Davis reached over and hit a switch on the elevator, causing it to stop and for the power to kick off, which also cut out any listening devices.

"So, where were you?" Davis asked, not sounding angry but his tone was of curiosity, and as much as TK didn't want to tell anyone, he didn't want to lie to his best friend.

"I was visiting Matt at his apartment." TK replied.

"Matt's in town?" Davis asked with some surprise, where TK smirked and replied. "For the past three years."

"Wow. And he hasn't caused any trouble, otherwise we would have heard about it by now." Davis said with a smile, where TK found himself smiling back and replied with pride for his brother. "As far as I know, he's gone legit. He's working in private security now."

"That's good to hear, but let's keep that between us for now, otherwise Tai might explode." Davis then said, knowing that just mentioning the older blond's name always seemed to put Tai in a bad mood.

"I was about to say the same thing to you." TK confessed in reply, causing both to laugh, before TK then asked. "You're not worried about him?"

"I believe everyone deserves a second chance, even Matt. I just hope he keeps up the good work, not just for him, but for you as well." Davis replied with a smile as he turned the elevator back on, knowing how much family meant to his friend after all their family had been through, with neither knowing the truth about Matt Ishida.

-Meanwhile-

Within her inner sanctum, Kari let out an annoyed growl as she began to change, using her dark magic to dispel her dark armour, leaving her in a black bra and matching panties, before she slipped on her regular attire, not minding changing in front of Sora, who was leaning against the wall, while Matt was joining the duo and trying not to look at the girl changing clothes.

"Glad that's taken care of, but... who did you not fall under that loser's control?" Matt started to ask, his eye turning for a second to see Kari's backside as she was about to put her shirt on, where he noticed a series of dark purple seals appear and glow on the brunette's back.

"It's a complex seal I made that protects me from mind control and telepaths." Kari explained, knowing Matt was looking at her back, before she asked with a slight sarcasm. "You think I wouldn't protect myself with Charm Mistress strolling around here?"

"Um..." Matt started to say as millions of other questions came to mind, before he asked the first one that popped in. "How did you draw that on your back?"

"I drew it for her." Sora replied as though it was nothing.

"Great..." Matt said back, trying not to get a nosebleed as the mental image of a topless Kari lay on her stomach, while Sora sat by her side, running a paintbrush along her back, just as topless as the brunette.

"Anyway, I'm going to be late now for Davis thanks to that idiot." Kari growled as she thought of Max, wanting to do so much more to the blue haired boy before V-Force had shown up and gone all goodie on her despite knowing that his female comrades had also been affected by Max's brainwashing.

"Yeah, Stryker was a little upset that you destroyed his device, but he'll get over it. Plus I still think he's pissed that his dear Dark Hawk was warming up to someone else." Matt then added, causing him to mentally smirk as he remembered the mad genius of the group looking pissed off.

"Make sure they complete their punishments." Kari then said before heading out, while several floors down, in the outer wings of the base, Jeri, Airu, Yolei and Nanami were groaning as they used the mops and sponges in their hands to clean the floors and walls.

"It's not fair! We weren't in control!" Airu whined, before all four girls let out a screech from the shock collars set around their necks, causing them to turn and glare at Tagiru, who smirked as he sat in a chair nearby with two Dark Warriors around him, holding the remote for the collars in his hand, allowing him control over the girls for the time being.

"The Boss told you to obey and not to talk." Tagiru said, pressing the button down and giving the girls another shock, loving the way they winced and the power he held over them.

"He knows once these collars come off he's dead, right?" Airu asked in a whisper, where Yolei replied. "I already know where we can hide the body."

Though quiet, the fusion based villain heard the girls talking, causing him to give them another shock and sending them into overdrive as they got back to work cleaning, with Airu and Jeri scrubbing the floors, while Yolei and Nanami got to cleaning the walls, while all four continued to feel their hate for Fusionist growing, just hoping for the day he would slip up so they could make him suffer for the Night Queen.