Though unseen by most in the world, the unsealing of the Dark Book was felt all over the world, the shockwave of energy spreading across the globe.

Deep within an inhospitable desert, as the shockwave passed, something began to stir, something long buried in the earth as the ground began to shake violently, splitting open as what looked like an ancient pyramid-like structure began to rise to the surface, floating high in the air as an eerie green aura surrounded it.

Deep within the structure, meanwhile, a large, sarcophagus-like object began to glow, the chains wrapped around it shattering as the lid broke open, before a skeletal arm reached out, followed closely by an inhuman cry.

-Meanwhile-

Within the dark fortress, after scanning through the book, finding the ritual and what she needed, Kari assembled her servants as she began to explain what was needed of them.

"Before we continue, I sense some of you seem... unsure, about my new look." Kari said in a calculated voice, first looking over at Fusionist as she asked. "Tagiru?"

"I think it looks great. Let's us know better when you're pissed off." The brunette said with a cocky grin, causing the others to groan, thinking that their leader would lash out at him for his crude comment.

However, before she could so much as open her mouth and express such anger, Kari, Psychonis and Shadowknight went on high alert, sensing a powerful magic source, one heading towards them, no, towards Odaiba at great speeds.

"Um... what happened?" Charm Mistress asked as she looked between the three, sensing the fear running through Jeri at least, but felt concern at seeing the Night Queen looking so on guard as she growled in anger.

-Meanwhile-

At the Protectors' base, after seeing Davis calm down, as well as his determination to save Kari from herself, the rest of the team, though unsure if it was a wise move, trusted in their leader as they tried to come up with plans to fight the Dark Legion the next time they crossed paths.

"Tai..." TK then started to say to the older brunette, not only getting his attention, but the rest of the team, where the blond then said with great seriousness. "The next time we run into them, I want you to swear to me you'll leave Fang to me."

Curious, Tai asked. "Why the sudden interest in that psycho? I usually fight him because our powers are alike, so I know what to expect of him."

"It's personal, but I need you to promise me." TK said, before looking over at Davis, their eyes meeting, where Davis' widened at the hidden message TK was sending, based on his look, causing the leader of the Protectors to place his hand over his face and say. "Damn it..."

"What? What's going on here?" Tai asked, feeling left in the dark, as well as concern for TK going up against someone as vicious as Fang, before the blond let out with a more furious tone. "Promise me!"

Surprised at TK's outburst and knowing that this was serious, but also trusting his friend, Tai nodded, deciding to respect the light user's request, though he had to ask. "Alright, I promise. But please tell me why?"

"Because Fang's Matt." Davis replied for TK, hating to share this information with the others, but knew it would be exposed eventually, causing a few in the room to look surprised, while Tai was a mix of surprise and sudden rage to learn the villain he had been fighting for years was his former best friend.

"What?! TK you can't just..." Tai started to yell, finding conflict in his feelings, before TK then quickly cut him off and said. "No! This is my fight now. Tai, please keep your word."

Tai clenched his fist, not only conflicted at finding out Matt was Fang, but also that TK was now in a similar position to him and Kari.

'Damnit Matt, how could you do this to TK?' The brunette thought in anger, wanting to punch that wolf helmet off his head then give him another right in the face, knowing the pain TK was going through.

Before anyone could question what was going on, Davis, TK, Rika, Takuya and Zoe all flinched as they looked out towards the west end of the building, sensing something every powerful in magic awakening, and making its way towards the city, concerning the others as Mimi asked in a worried tone. "Guys... what is it?"

Before any of them could respond, however, a shadow form began to emerge in the middle of the room, before the Protectors' eyes widened to see shadow projection of Kari standing before them.

"Is this the right place? Damn it, I can't see anything!" The shadow said as it looked around, before Rika then said with a serious tone. "I put wards in this place to keep anyone from peering into our base!"

"But how did she find us?!" Takuya asked in concern, getting into his Fireguard persona as the group looked around, before Davis' eyes widened as he reached down and took his watch off, a gift Kari gave him years ago, and turned it on its back, showing a glowing, purple rune on it.

"I... I needed to know..." Kari started to say, before shaking her head and refocusing, while in his mind, Davis knew exactly what she was going to say. 'I needed to know where to find you if you were ever in danger.'

"Ok, so she can't see who we are then." Cody said with a relief filled sigh, believing that their identities could at least be hidden from the Night Queen.

"Is that Cody?!" Kari then let out, causing said boy to gulp in fear, while Suzie drew her blade out, as though to protect him if need be.

"What do you want, Kari? Is what we're sensing your doing?" Davis then asked, wanting to get to why she was reaching out to them, though, even in her shadow form, Davis could see her flinch slightly at his tone.

"No, not entirely. To put it simple, Bagra's risen." Kari informed, while all four magic based members of the team either looked surprised or let out gasps, while the others looked confused, where Suzie asked. "Who?"

"Remember the stories of the old kingdom?" Rika asked, getting nods from the others, before the redhead continued and told her allies. "Bagra was its last sorcerer king, the one responcible for its fall in the end. Considered one of the greatest mages of all time, he ruled for over a hundred and fifty years."

"Doesn't sound like a bad run." Tai commented, before Davis looked at the older boy and said. "He didn't die of old age, he was stabbed, beheaded and burned."

"Oh... he was one of those kinds of rulers." Tai then said with a deadpan expression, realizing this Bagra must not have been a good guy and probably got what was coming to him.

"Unfortunately, the night after his former subjects celebrated his death, the dark king rose from his grave, now an immortal undead, and came under the impression that to enforce his rule, everything living had to die and be slaves to him in death." Takuya then added, causing a chill to fill the room to know such evil existed.

"But before he could complete his ritual, his army of undead servants fighting his former living servants, he was overpowered, and a powerful spell was used to seal him away, imprisoning him for thousands of years as his former empire fell to time and the modern world rose... until a few hours ago, that is." Kari's shadow projection then finished, causing the Protectors' to glare at the shadow as she continued to inform them. "He senses the magical imbalance here in Odaiba, and is on his way, most likely with his army, to find out why, before finishing what he started so long ago."

Glaring at the image of Kari, Nene asked. "And why are you telling us all this?"

"Because, as much as I despise the majority of you, if we don't work together and stop him, none of us will be around much longer." Kari said in reply as she glared in the direction of Nene's voice, easily recognizing the idol's voice, and vowing to make her suffer, as she menatlly believed she and those in the Protectors were to blame for her and Davis being apart from one another now.

The Protectors' were all shocked by this, that the Night Queen herself, asking in her own way, for them to work together against a common threat.

"Why should we trust you? After all you've done, not only to us, but all of Odaiba? Why should we believe anything you say?!" Zoe yelled in anger, not noticing Kari's eyes narrowing for a second, before her reply shocked them even more.

"Because you are the heroes." Kari replied in a voice that the Protectors could feel the smirk coming off of her, where she continued as she declared. "Because if you don't, thousands will die, followed soon after by the rest of the world. And as much as you hate to admit it, you need me if you even hope of challenging Bagra himself."

Taking a deep breath, still shaken by what the girl he loved had become, Davis looked at the shadowy projection and asked, finding part of him still caring about her. "Alright, Kari, what do you have in mind?"

-Later, that night-

Despite it being later in the evening, an eerie green glow illuminated the horizon as the pyramid floated ever closer towards Odaiba.

Floating above the Pyramid was a lone figure, who surveyed all before him.

The figure was slightly taller than most humans, adored in black robes and armour, with two shoulder pads that resembled small twin scythes pointed in the air, while out of his back were eight black wings.

In his left hand was a black staff, which looked like a line of screaming faces that ran up to a black gem on top, while the base of the staff had a round circle with a human skull on it.

A hood was over his head with cloths that went down to his feet, but did not hide his spectral skeleton face, while a three-horned crown on his head with the horns coming out the front of the hood, while his right eye socket glowed with a bright red.

"This might've been taken from me, but even in death, this world will be mine, once I remove those who would stand against me." Bagra said as he surveyed the city before him, angered that this was the world he was betrayed for, before out stretching his hand, showing his power as, below him, a large army began to march, comprised mostly of warriors made of pure bone, wielding swords and shields as they marched, accompanied by knights in black armour, riding horses that looked like they were mostly armour, save for gaps where a ghost-like mist emanated from their forms, and large constructs made out of bone, all marching towards the edge of the city as its defenders prepared for a battle unlike any other.

In front of the army of the dead, several columns of Odaiba PD, along with their Armoured Corp and their advanced drones, stood with weapons raised, pointing at the threat to the city, while some were shaking in fear at the sight before them.

All around them, the Protectors and StarCorps, along with the Vigilant, who Davis contacted, stood alongside the police, equally fearful and disturbed by this threat, while Azumi, who stood next to Cyberstriker.

Sensing her unnerved state, the tai chi hero then asked Azumi. "You alright?"

"Street thugs, crime bosses, those are my thing, but an army of the undead isn't really my style." The raven haired girl replied, gripping her staff tightly, before she then asked. "You think Kamiya's going to come, or will she just let us all die and watch from the sidelines?"

"Either way, we have to stop Bagra." V-Force said, landing next to the pair as he too surveyed the army, before they noticed a figure in the lead.

Ahead the other forces stood a larger armoured figure, who showed a clear level of higher class due to the torn but regal red cloak flowing down his back, but much like his comrades, he too was a warrior of the undead, with his skeletal face seen by the heroes and heroines, only a set of spiked horns protruded from the skull.

His armour looked more powerful and more durable than the other troops, with several large spikes mounted upon the shoulderplates and running down to his wrists.

And in his possession was a giant axe, requiring two hands to carry due to its size, but with the being's clear inhuman strength, he could wield such a blade with only one.

"What... what is that?" Cosmic Knockout asked in fear as she gazed at the armoured Warrior, before Vixen replied through the calm. "If history is correct, that's Bagra's champion, only referred to as the Deathknight."

The Deathknight then pointed his axe towards the heroes and cops, causing those marching behind to pick up speed as they began to charge at the defenders, with shrieks and other horrid sounds emanating from them as they mindlessly carried out their undead king's will, ready to tear their enemies to pieces.

"Ready, aim..." Cobalt Warrior called out to his fellow officers as they prepared to open fire, many still fearing for their lives at what was coming for them, fearing this would be their end.

However, before the blond hero could call out fire, three large dark portals opened before them as hordes of Stalkers and Brutes charged out, the shadow demons meeting the undead full force as the two armies clashed, with dark warriors, both ground and winged, emerged from the portals to add their strength to the Night Queen's forces.

Quickly looking above, the heroes and cops saw Kari, Psychonis, Shadowknight and Asta in the air above them, where the Night Queen held her staff out, his hands glowing in dark auras, while the Protectors' eyes widened to see Kari's new look.

"Looks like she's given up trying to hide who she is now." Seraph said in a sad tone as he looked over at V-Force, knowing that even though he could not see his friend's face, that Davis was in pain seeing Kari like this.

Looking down, Bagra's rage flared at seeing the armies of the Dark One challenging him, before looking upon the Night Queen, sensing her power, finding that it rivaled his own.

"So, my prey has come to me? Very well then." The undead king said as he brought up his staff, before parts of his pyramid opened and creatures that looked like undead sphinxes flew out, their eyes glowing the same eerie green as let out shrieks, before flying towards the battlefield.

Acting quickly, Zephyr, Vixen, Songbird, Fireguard, V-Force, Seraph, Dragonheart, HiTech and Responder all took flight, preparing to handle the air forces of Bagra, while allowing the others to combat his remaining undead forces on the ground as Shadowknight and Asta moved to help the heroes on the ground, their leader in the air, and Psychonis landing near the cops as she brought up a barrier to protect them.

"Where's the rest of the Dark Legion?!" Quickshot asked the dark sorceress as she and her fellow officers fired at the undead not being occupied by the shadow demons, having not seen the rest of the Night Queen's followers.

"Oh, they're around, trust me. They'll show up if we need them." Psychonis remarked with a smirk, before she felt a presence approach her, causing her to turn just in time to see the Deathknight upon her, having leaped into the air, ready to bring his axe down upon her barrier.

However, much to Psychonis' joy, the blow was blocked as Shadowknight appeared before her, blocking the blade with his own as he tried to repel the undead knight away from Psychonis.

The Deathknight let out a cry of rage, before a blast of light hit its side, sending it flying back, where Seraph flew in to try and strike at undead warrior, along with Red Nova and Thunderstrike, while nearby, Lilly was using her vines to grab and crush the undead as Azumi, Cyberstriker, DarkBlade, Fighting Fury, Cobalt Warrior, Midnight Raven, Starlight, Shadow Walker, Frequency, Cosmic Knockout and Razor Wolf battled the skeletal constructs, doing what they could to break them apart and keep them from fighting again.

All the while, Shadowknight glared at Deathknight, before rushing in and aiding in the fight with the undead warrior.

Shadowknight didn't understand why, but seeing Deathknight attack Psychonis triggered something inside of him, and he wanted nothing more than to attack and destroy the undead warrior, no matter the cost, finding that while his loyalties remained to the Night Queen, part of him felt he needed to protect Psychonis.

Meanwhile, up in the air, Zephyr did her best to dodge the flying creatures, before accidently bumping into something, quickly turning in the air to see it was Kari, causing her to gulp as she hovered away and started to say. "Sorry, I..."

However, Kari's eyes seemed to glare at her, causing Zephyr to be a little more frightened, especially seeing the almost insane look in her eyes, before the wind heroine's eyes widened in shock and fear as Kari then let out with an angry tone. "Zoe!"

Overcoming her initial rage, Kari then let out a laugh as Zephyr backed up again, before the Night Queen said in a voice of rage and humor. "I must have really been blind to not see it was you all along. It makes perfect sense, since you appeared right when you started at our school."

"Which means..." The Night Queen began to say as she eyed Fireguard, seeing the fire user fighting the flying undead, taking down a few with some longranged blasts, realizing he was Takuya the whole time, which left Kari laughing as she said. "It never occured to me to ask your little friend, Tommy, who you were, that was my mistake."

Hearing Tommy's name, Zephyr couldn't help but glare at Kari, her hands shaking, wanting to pay Kari back for the ordeal everyone had been put through due to her actions, namely wanting payback for Tommy, recalling the mental anguish he went through during and after he was cured of the Mark of Shadows.

"Do you have any idea what you did to him?! Don't you care at all for the harm you've caused?!" Zephyr asked in anger, before Kari glared at her and said in reply. "There is only one person I care for, and you and your little friends stole him from me!"

"We didn't do anything." Vixen cut in as she flew next to the pair, defending their leader as she told Kari. "Davis chose to be a hero and to use his power for the greater good, to help others, that included you."

Nodding to Vixen's words, Zephyr added. "You have no idea how much Davis cares about you. Before you broke his heart, you were one of his main inspirations. He would tell us to fight for those we cared for, and though he never said it, we all knew he was thinking of you."

Kari, however, wasn't listening, but looking intently at Vixen, where she said with spite. "And now I know why a model has been hanging around him. So are you the one who poisoned him against me, Rika Nonaka?"

Looking to her side quickly, the mystic heroine noticed some of her hair coming out from behind her hood, before she glared back and Kari, where Vixen then told her. "Davis found me. He sensed I had a gift and asked me to be a part of his team. No one forced him to fight you, Kari. Everything that happened between you is your fault."

"Lies!" The Night Queen yelled, startling the two girls, before Kari looked at them with an insane look and let out with a continued fury. "All of you... all of you are trying to keep us apart! You stole him from me! And when this is over, I'll make you all pay!"

'She's losing it... Davis was the only thing helping her keep sane, and now she's lost that support...' Vixen thought with worry, fearing what might happen with Kari in her unstable mindset.

Kari was dangerous before, but now, she might be even worse, and even Davis might not be able to reach her.

From Kari's continued outburst, believing she was now a threat to their goals, Songbird flew over and was about to strike the Night Queen, not only to protect her friends, but also as payback for all she had done over the past few years, how it tore Davis inside.

'I won't watch him suffer anymore, not because of a traitorous bitch like you!' Songbird thought, about to strike at the Night Queen, only to stop as V-Force, HiTech, Fireguard and Seraph flew around the group as well, where Kari looked at her former love with impassive eyes.

"Kari, please... please focus on the bigger picture now. We need you to stop Bagra." V-Force pleaded, feeling his own heart breaking as she barely responded, only tightening her grip around her staff, before she turned and faced the pyramid, drawing her attention to the individual floating above it.

"Go, fight his minions and leave him to me." Kari said simply as she began to fly towards the pyramid.

However, frustration filled her as she was V-Force flying next to her.

Confused and a little angered, she asked. "I told you I could handle this. Why are you following me?"

"I am not leaving you to fight him alone. I won't abandon you!" V-Force called out, not caring that he sensed Vixen and Songbird right behind them, not only wanting to help out against the undead king, but to keep Davis safe in the event Kari snapped or turned on them.

"You already did..." Kari merely replied in a neutral tone, causing Davis to flinch at her words, clenching his fists as he believed Zhaitan had warped her mind to believe he was now her enemy.

"Kari..." Davis began to say, wanting to understand Kari's pain, but sensing something powerful ahead of them, the group came to a complete stop in the air as they turned to see that Bagra had closed the distance between them, his power along sending the chill of death down their spines as Songbird and Vixen tried to keep their composure, while the Night Queen and V-Force prepared to fight.

"So, it is you two I have sensed, the Ascended. Now it all makes sense." Bagra stated with a dark smile appearing on his skeletal face, confusing both V-Force and Kari to what he was talking about, before the undead king then stated. "So be it, I will not allow either of you to stand, less the Dark One has his way. You will both die here, at my hands, and my kingdom shall rise again and reign forever."

"Think again!" Kari said back, expressing a dark tone of her own as she then declared. "I am the only one here who will conquer this wretched world! I have sacrificed too much to give up my fate, so I'm not going to let some ancient relic like you stop me!"

With her outburst, while Davis felt a growing concern for Kari, Bagra just smiled.

"The Dark One has played you well, allowing the darkness inside you to grow beyond its limitations, but it matters not, you will not live long enough for it to be released. I will see to that." Bagra replied as he held his hands outstretched, before the pyramid behind him began to shake, breaking apart as even the heroes and villains below and in the air watched as they heard a loud, thunderous roar.

"Awaken, my Leviathan... Awaken and cleans these lands of those who defy me!" Bagra yelled as the pyramid crumbled away, revealing a horror that frightened many who saw it.

Breaking out from the pyramid's structure, dread filled all, hero and villain alike, at what had emerged, seeing that as the remains of the pyramid shattered away, in its place was a gigantic beast made of bone and decayed flesh, resembling a dragon of sorts.

Living up to its name, the creature was like nothing the Protectors, StarCorps, Vigilant, or the Dark Legion had even seen before, not only finding that amongst the five heads that extended from its body were actually larger than any of the dark creatures the Night Queen had called upon in the past, but with each head, it expressed a terrible and blood chilling stare, with each head set with a pair of menacing green glowing eyes and a long array of sharp fangs.

Running down from the heads, the groups each head connected to an immense dragon-like body, seeing that it had a pair of massive clawed arms and a pair of outstretched, skeletal wings, with spider webbing acting as the membrane to keep it within the skies.

Tendrils from behind extended out of its being, some warping around the others to form what looked like a tail, which swayed about as the Leviathan looked down at its master's foes, where it gave a fearsome roar, ready to destroy everyone and everything before it.

Tensing in fear, the heroes and villains each steeled themselves, knowing the fight against Bagra had only begun.