Takeru got on Matt's back. He couldn't walk anymore since he was so tired. They've all been walking for three days non-stop now and were about to lose all hope, not to manage, Joe's lunch. "How much farther till we actually get there?" asked a worn out Gomamon.

Izzy opened his laptop and checked, "Well, according to the map, we should already be there."

"What do you mean?" Sora said.

They all walked up and peeked at Izzy's laptop, "Well," Izzy explained, "It says that were right on the exact location of the Empire, but I don't understand. There's nothing here but the same old trees."

Tai looked around, "Maybe it's hidden or something, you know."

Joe pushed up his glasses, "Well, I say we just keep looking around. No point in just standing here all day." He took one step and the ground suddenly collapsed beneath them. It seemed like it all happened in the blink of an eye. Tai pushed Agumon's foot off his mouth and crawled to stand up. He scanned the place before him. Black lifeless trees were linked together with these huge cobwebs filled with large cocoons that had just hatched and were creamed with goop. He looked up to the surface where they all fell from, he couldn't see it anymore. He looked and saw a pathway, or that's what it appeared to be, made with vines and moss, his eyes followed it and saw where it had led to. A huge, black willow tree. Just looking at it gives him the chills.

A hand touched his shoulder and Tai jumped back, "Tai?" It was Matt and Takeru, "Where are we?" asked Takeru.

"Mimi!" cried Palmon. Upon hearing, Matt suddenly turned around to see that Mimi had collapsed and was gripping her head again, with Sora and Palmon at her side. Matt rushed to her.

"Mimi? Mimi, what's wrong?!" But she kept groaning and Matt laid her head on his chest.

Mimi ignored the pain drilling in her head and forced a smile on her face, "I-I'm fine. Don't worry; I'm probably just catching a cold, that's all. No need to worry over me," She grinned as she slowly crept to her feet and almost fainted again when Matt caught her and swiftly carried her on his back, not questions, "Thanks" Mimi faintly whispered and he nodded.

"Mimi" Tai began, "Maybe you should rest for a whi—" Tai was abruptly interrupted when at that moment a red torch lit up and caught all's attention. Another one followed that and one by one a torch was magically lit up around the whole place. The Digidestines slowly sidled closer to each other. Biyomon pointed up onto the willow tree.

"Look!"

They all gazed at what the girl was pointing at and saw Kaoru slowly crawling out of the side of the willow tree. He didn't look like he recovered much from their last battle, legs were covered with blood stained bandages and his face was badly bruised. Without hesitation the Digimon all digivolved and were about to charge at Kaoru when a voice came from up the tree.

"Welcome, Digidestines, to your humble graves." The voice said casually.

"W-who are you?" hollered Birdramon.

"I am Mayumi. Queen of the Dokugomon Empire." Tai's eyes widened as he remembered  what Mammothmon had said.

"Why have you been terrorizing the creatures of the Digiworld?!" Tai managed to call out.

"Terrorize? More like annihilate. Kaoru should have already told you my plans and no puny kids shall ever get in my way so if you want to get home in one piece you'll do as I please and leave!"

"Who's gonna stop us? You and what army!" yelled Matt.

"Tsk, tsk, tsk. Bad choice kid. Guards!" Mayumi snapped her fingers and an army of Dokugomon filed around the place and surrounded the Digidestines. They were trapped. A grin appeared across Mayumi's face, "This army." The Dokugomon all grinned and laughed in amusement as they sharpened their claws and got in a fighting position. Mayumi slightly yawned, "This is getting boring. I think I'm going to leave these children at you hands my precious Dokugomon. No one shall keep me from reigning the whole Digiworld!" and with that she disappeared up onto the tree with Kaoru at her back.

"C'mon, we have to follow her before she gets away!" commanded Tai.

"We're kind of busy right now if you haven't noticed!"

"Get ready to run for cover, guys." Ikakumon whispered.

"W-what? You expect us to leave you here?!" scowled Joe.

 "We have no choice," Greymon explained, "We're completely outnumbered and we can't risk all of you getting hurt so we'll distract these Dokugomon while you go off to fight Kaoru and Mayumi. On the count of three, run as fast as you can towards the willow tree."

"But—" Tai started but Matt held him back.

"Come on, Tai." Tai nodded. The Dokugomon's red eyes narrowed and so did the Digimon's. Angemon and Gururumon gave way for the children to escape with.

One the count of three, both good and evil met and began the fight of their lives. Even though they were outnumbered, the Digimon still prevailed and were full of energy and hope. Each Digimon was at least fighting four Dokugomons at a time and at least three of them were defeated.

"Giga Blaster!" 

"Needle Spray!"

"Static Shocker!"

"Horn Buster!"

The Digidestines ran across the huge obstacle course, jumping over branches and fallen Dokugomon as Angemon and Togemon cleared the way for them. They couldn't bare leave their friends nor look back to see them in pain just to protect the children. The were almost there when another Dokugomon appeared and Togemon and Angemon had their hands full and couldn't make it to the Digidestines.

"No one will dare hurt her Highness!" it swiftly charged at the children but was blocked by Birdramon who dove in front to take the blow.

"Birdramon! No!" Sora yelled back as Joe and Tai pulled her up to the tree. The three fell back with a thump as they all found themselves floating above the leaves.

"What the—" Matt said.

"There's a whole other palace inside this tree!" Joe cried.

There was another palace inside the tree. The Digidestines found themselves standing in a dim hallway filled with small torches. Tai took one and led the way. They started to walk and soon came upon a huge room filled with mirrors and torches. They looked around to find about five other paths that they could take, problem was, which one?

"I see you made it, Digidestines." Came an echo around the room, it was Mayumi. The Digidestines huddled closer and scanned around the room to find the source of the voice. "Kaoru," Kaoru suddenly appeared from one of the openings, "Please take care of guests and escort them to their graves."

"As you wish, Mayumi," he smirked. "Web Inferno!" Kaoru cried as a red web string shot out from his claws and towards the Digidestines.

"Watch out!"

Kaoru missed and shattered the mirror behind them, the pieces fell to the floor and reflected the image of Tai who rapidly grabbed a long piece of glass and charged at Kaoru but missed as Kaoru dodged and dove one powerful blow to Tai's stomach.

"Tai!" cried Matt.

Tai slowly fell to the ground and looked at his friends, "I-I'm okay. Go on. I'll d-distract him. G-go!" Kaoru wasted no time and gave another hard blow onto Tai back. The Digidestines ran into one of the openings. Sora stopped as they heard Tai cry out in agony.

"Sora! What are you waiting for?!" Izzy yelled.

"We have to stay and help Tai!" explained Sora.

"We can't just leave you here!" yelled Matt.

"Don't worry, I'll stay back with both of them!" Joe called out bravely. They heard Tai yell in pain as Joe and Sora ran back to help him.

"GO!" Sora yelled back. The rest couldn't bare leave them but they had no choice but run. Sora and Joe ran to Tai as he skidded across the room, receiving another torment from Kaoru. Kaoru was about to stop the other children when Mayumi appeared in the room.

"Let them go, Kaoru. I'll take care of them!" Tai, Sora, and Joe couldn't believe their eyes. They stood there in complete bafflement as they stared at Mayumi. A chill ran up their spines, they didn't know if they should be scared or what.

Matt breathed heavily. They had abruptly stopped since they felt like they couldn't go on any longer. They were worried about their all friends that were left behind. "What…are, we going to, do now?" Izzy gasped between breathes.

"I don't know." Matt replied.

"Tai. Sora. And Joe. They're gone…" cried Takeru.

Mimi smiled, "Don't worry. They'll be fine, for all we know they're on their way to find us right now."

"Matt, you're the leader of the group now. What do you propose we should do now?" said Izzy.

Matt looked at him, "Me? How'd I become the boss here?"

"Because you're the only one who's capable of protecting us." Answered Mimi from behind him.

"C'mon big bro." Tugged Takeru at his brother's jeans.

Matt smiled, "Okay. Let's go find Mayumi." And they set off, unaware of the eyes watching them closely.

"Let's see who finds who first." Mayumi eyed two of the children carefully. "Hmm…Let's narrow it down, shall we? It's not that fun when they're all clumped up together. I think a separation's in order." A smile spread across Mayumi's face as she watched little Takeru closely.

"Ah. Our first candidate."