Fifteen minutes later, the eight kids met up with the superheroes outside the factory. On the walk there, Mark had explained to the Planeteers about how Ace and the others had arrived in their dimension from his computer game.

"But that is impossible!" Linka had an extensive knowledge of computers.

"It's not when you have a whack job like Rick in control of a huge supercomputer."

"Sounds wild," commented Wheeler.

"Dude, you have no idea!" replied Chuck.

"Actually, our job is no piece of cake either. There are plenty of Eco-Villains that would be happy to get rid of us and Captain Planet." Kwame told them.

As they neared the factory, an irate "It's Planet!" echoed back to them.

"Hey, what's with that?" asked Gi

Chuck laughed. "Ace just isn't very good with names. It took him ages to learn Mark's, and he still calls me Chuckdude. He'll probably never learn any of yours."

"Ah,"

The group stopped and looked up. The three heroes hovered overhead impatiently. They were near a wall, and completely out of view of the protesters.

"What took you so long?" asked Sparx. She was beginning to get sick of the two heroes' constant bickering.

Mark didn't even bother to go over the whole 'we can't fly' thing again. "How are we going to go about this?"

"I guess we'll just sneak in," said Kwame. "Can anybody see somewhere that we can get in without being seen?"

"That fire escape looks good." Wheeler pointed at it.

Captain Planet flew over to it and opened the door very slightly. "All clear. Let's go."

"Right you are, Captain Plast--"

"Ace…" Sparx warned, climbing off the Flash and onto the platform in front of the door.

She followed Captain Planet in, then Ace, Kwame, Mark, Kat, Wheeler, Linka, Chuck, Gi, and Ma-Ti walked in. They found themselves on a mezzanine floor that was obviously used for storage. There was a huge pile of empty crates nearby. Ducking behind these, the group took turns to stick their heads out and look around.

"Oh, my goodness!" whispered Linka in a panicked voice. "Looten Plunder and Argos Bleak, Sly Sludge and Ooze, Dr. Blight and MAL , Duke Nukem and Leadsuit, Hoggish Greedly and Rigger, Verminous Skumm, and a bunch of new freaks!"

As the rest of the Planeteers reeled at the news, Sparx stuck her head over the top of the crates. Seeing an all too familiar outline amongst the many strangers, she clapped her hand over her mouth to smother a gasp and ducked back down. One look at her face was enough for Ace, Mark, Chuck and Kat.

"Fear?" whispered Kat.

Sparx nodded. "And the others."

"Oh, no!" Mark groaned quietly.

"What?" asked Captain Planet.

"We need to go back out and talk." Mark told him.

They slowly filed out, one by one, until only Ace and Sparx were left.

"Come on, Ace." Sparx looked at Ace, but he was so busy staring at Fear he didn't hear her. Sparx didn't like the look on his face. Grabbing his sleeve, she pulled him out after her. Once they were outside, Ace shook himself loose and turned to Sparx.

"We have to destroy him!"

"Destroy who?" asked Captain Planet.

"Perhaps we should discuss this somewhere else," suggested Mark.

As everyone shuffled off to the Thunder Tower yet again, Captain Planet turned to Ace and Sparx, who were deep in conversation.

"Are you coming, or will I take it from here?" he asked.

"That would take a competent hero," replied Ace.

"Which is why I offered."

Sparx sighed and jumped onto the Flash. "Can we just go?"

The three took off.

When the kids arrived at the Tower, Ace and Sparx were pacing while Captain Planet was staring at an opposite wall, deep in thought.

Planet turned around, and did a quick head count.

"Where's Gi?"

"She went to get the Geo Cruiser," Kwame told him. "We're going back to Hope Island. We've got a lot to discuss with Gaia and these guys," he nodded towards the Knights, Mark, Chuck, and Kat.

"What?" asked Ace. "We can't just take off like that. We need to stay here and crush Fear!"

"Ace, calm down," said Mark. "We need to take control of this situation. And now we're every bit as involved as these guys. Our parents don't expect us back for the rest of the day, and we'll be back before night. We need time to plan our actions."

"What is there to plan?" Sparx pulled out her sword, and the Planeteers all took a step back. "All we've gotta do is charge in, blast the bad guys and we're done."

Mark looked at Ace. "You really think that'll work?"

Ace sighed and stood up, "O.K. But we're back before night!"