Disclaimer: (Sniffle) Must we bring this up again?

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"Now, Max, remember," said Kat as the three agents walked down the halls of the Dread base, "we have to find out what it is they're planning before we get Mindy."

"Yeah, yeah, yeah," grumbled Max. He was still in stealth mode, so his fellow agents could only hear him. "I still say it would be better to get her out of here before all hell breaks loose."

"And what? Ask her to wait in Hawk? Somehow, I doubt she'd stay put. She's too much like you, she'd want to help. Right now, the safest place for her is probably in that cell."

Max didn't respond to that, knowing she was right.

~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ *

In her cell, Mindy fought the urge to bite her nails. It had taken her forever to rid herself of the habit. She didn't want to start again. She didn't have a watch, so she didn't know long she'd been here. It felt like it had been hours though.

Her thoughts drifted to her cousin. Had he called the police or anyone else? "Josh must be so worried," she murmered.

Where the hell was Max? She had decided a while ago that if the signal was getting through, he would have been here by now. Either that, or she had put her trust in the wrong person. Again. The first choice was the one she wanted to believe. But, then again, she had learned *long* ago that the only guy she could really, truly count on was Josh. Her faith in any other guy, even her uncle, was shakey at best.

Max isn't like the others, she told herself. He's not like my dad, Kyle or Scott. He's like Josh. He would never abandon me or hurt me. She kept repeating that to herself.

The fear that he would do just that remained all the same.

~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ *

Max felt more wretched than ever when Mindy mumbled something about Josh being worried. Why hadn't he found a way to keep her out of this? He reminded himself of the fact that the cell she was in would be a safer place for her than wherever the N'Tek agents were. That was the only thing that kept him from following the signal to where she was and getting her out.

~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~

Dread walked down the assembley line, inspecting the work being done. The lazer cannons had been miniaturized and his soldiers were being trained to use them. Tomorrow they would take out N'Tek. Once that irritating Jefferson Smith and his agents were out of the way, there would be no one to stop them from taking control of the state. And, eventually, the rest of the country. Once they had complete control of the states, they would move on to other countries until DREAD controlled everything.

The part he looked forward to the most was eliminating Smith's even more irritating son, Max Steel. No matter what happened, he always managed to somehow come back from the dead. He was also the one who usually screwed up all of Dread's plans. There would be no screw ups tomorrow. They would make sure that Max Steel died and stayed dead. He'd cheated them, and death, out of their victory long enough.

The scientist who had dreamed up the lazer cannon would have been a welcome addition to their side, he thought. Unfortunatly, the man had refused to work with them or give up the plans. So, they had taken them by force and he had been killed in the process. But not before he managed to destroy most of his files. Oh, well. Dread had the last remaining copy of the plans, which he kept safe, locked up in his office. His workers only knew bits and pieces of the plans. He had decided to form assembley lines not only because it was fast, but so that no one but him would know how to make the entire cannon. The members of different assembley groups were forbidden to converse. That way, no one could betray him.

Psycho was in the room as well. He was inspecting a finished weapon. Satisfied, he put it back on a table.

"How is our guest?"

Psycho looked up to see Dread approaching. "She's locked up. I put her in one of the reinforced cells."

"Was she any trouble?"

"She talks too much. Just like her cousin. Other than that, not really."

"How many men went with you?"

"Five."

"And how many came back?"

"One."

Dread raised an eyebrow. "Steel took out four of my men?"

"Well, not exactly."

"What do you mean, 'not exactly'?"

"The McGrath girl is tougher than she looks. I warned them not to underestimate her, but they did anyway. She took out two of them. Steel took out the other two."

"I thought you said she wasn't any trouble."

"She wasn't. For me."

"Is the cell guarded?"

"There's a guard in the hall."

"I want a guard posted in front of every cell in that hall."

"What? Why?"

"Just in case N'Tek tries to get her back."

"But why a guard in front of every cell? Why not just put a few gaurds in front of her door?"

"And why don't we just tell them exactly where she is while we're at it? This way, they'll still have to check every cell. Giving us more time to take care of them."

Growling, Psycho went off to make sure the orders were carried out.

"Fool," mumbled Dread as Psycho left.

~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ *

Max flattened himself against the wall as Psycho, leading a group of Dread soldiers, came down the hall. It was all Max could do to restrain himself from attacking Psycho right then and there.

Max was about ready to follow him, but was reminded by both Kat and Berto that they had to find out what Dread's plan was. Max grumbled something that was either, "Yeah, yeah, yeah," or a very rude suggestion of what they could go do. They chose to believe it was the first one.

Instead of following Psycho, they went in the direction he had come from. Not long after, they found themselves at the entrance of room where the cannons were being built. They couldn't really tell what was going on though.

"Berto, what are they up to?" asked Max.

"You need to get closer so I can see what they're working on."

Max obediently wandered down the assembly line, glancing at the work that was being done.

"It's some kind of assembly line," said Berto.

"Thanks bro. Like I couldn't have figured *that* part out for myself," whispered Max sarcastically.

"Go to the end of the line and focus on the finished product."

Max did as he was told. A quick analysis by Berto confirmed his earlier theory. "Smaller versions of the weapon Psycho had at the ice rink. Looks like they're building enough of them for every Dread agent there is."

"Terrific. So we have to destroy the ones they've already manufactured and the plans, right?"

"Sounds like a good idea to me hermano. I don't suppose you would be willing to wait patiently for some more back-up?" he asked hopefully.

"How about I find out where the plans are while we're waiting?"

"I'm amazed. A plan that you came up with that I actually agree with."

"Where's a good place to start looking?"

"It looks like each group is only assembling certain parts. They probably only have the plans for those particular parts. Dread probably has a copy of the plans hidden somewhere. We need to make sure we get every copy there is, hermano. The world's not ready for a weapon like this, especially in Dread's hands."

"Okay, so, the plan is destroy the plans, trash the weapons, get Mindy and go home. Right?"

"Right."

"How do we go about doing that?"

"Not a clue, Max."

"Great. Okay, knowing Dread, and, unfortunatly, I know him well, he probably has a copy in his office. That would probably be the safest place in the building as far as he's concerned. That's probably the best place to start."

"I'll let you know when your back-up gets there."

~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~

Mindy perked her ears at the faint sound of footsteps outside the door. Quickly and quietly she went to the door and pressed her ear against it. She heard a voice that she now recognized as Smiley's voice ordering someone around. She strained her ears to hear what was being said. Unfortunatly, she could only make out bits and pieces.

"Alright...door...she's inside." Mindy gritted her teeth in frusteration and listened harder. "If Steel...the girl...doesn't get her...hell to pay."

Steel? As in Max Steel? Her heart leapt. Was he here,or were they just taking precautions? Obviously, they were afraid Max would come rescue her, despite the little speech Smiley had given her on the way here. That comforted her somewhat.

She still couldn't understand why they had chosen her to use against Max. They barely knew each other. She sat on the cot and thought hard. Why was she so important to Max? Well, he and Josh were friends and she was pretty much Josh's only family. Maybe Max knew that and was protecting her for Josh's sake? Possibly. Was it because she had warned Max of danger at the ice rink? Could be. That was all she could come up with for now. It still felt like she was missing something. What could it be?

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I know it's kinda short. I would've made the chapter longer, but it's been a while since the last update, so I decided to go ahead and post what I have so far. I'm really sorry about the cliffhangers. Please don't hate me for it. When you're writing a climactic part of a story, it's really hard not to do that. Go ahead and yell at me for it if you want to. There are probably only going to be a few chapters left in this story. Depends on how well my brain works. By the way, I apologize for taking forever. But I had my reasons. Like that I got the flu recently. I hate being sick, by the way. But then, who likes it, right? I'll go work on the next chapter now. Later.