A/N: Sorry if I've stuffed up with Gaia, I can't really remember her. Much thanks to Sarah Frost for the Rick/Babs idea.

After several minutes of walking the four heroes, eight kids, and one monkey came to a small grass hut. Entering, they found Gaia waiting for them.

"I have been expecting you," she told her visitors. "Mark, Charles, Katherine, you are welcome to my home." The latter two squirmed at her using their full names.

"Ace Lightning, Random Virus and Sparx. You are welcome to my world."

"How'd you know our names?" asked Sparx.

"I must keep track of every visitor to my world, as well as every inhabitant." She looked at the troubled faces around her.

"But as none of you are here for pleasure, let us get down to business." As she spoke Gaia extended her arm towards a door.

"It's always a pleasure," said Captain Planet as he passed Gaia. Ace rolled his eyes.

When they had all assembled in the next room, they found themselves looking at a large screen. Without a single word or visible command from Gaia, the screen flickered to life. An image of the Conestoga Hills Rat-Rid factory lit up in front of them.

"Hey, how'd you do that?" Chuck sounded amazed.

Gi elbowed him in the ribs. "Shh."

"As you are now aware, Looten Plunder has been operating from this factory. What you were perhaps not aware of was that he bought it several months ago."

The image on the screen switched to inside the factory, to where Looten Plunder and Argos Bleak, Sly Sludge and Ooze, Dr. Blight and Mal, Duke Nukem and Leadsuit, Hoggish Greedly and Rigger, Verminous Skumm, Lord Fear and his staff, Googler, Pigface, Anvil, Rotgut, and Dirty Rat were all assembled.

"Oh, great. Seventeen to twelve. Seventeen evil freaks to four heroes and a bunch of kids." Sparx sighed. "Still, we've had worse."

"At least Kilobyte isn't there," Ace told her, before asking Gaia, "How come Fear has joined the other creeps?"

Gaia sighed. "It is a long, and slightly tragic, story."

"Those are the best kind," said Kat.

"Many years ago, Dr. Blight was Barbara Blight, and was studying advanced biology at university. She was also dating Richard Blake who was studying computer technology, and proving to be very good at it too. He helped her build MAL, before she dumped him to become an Eco-Villain. Richard was devastated, but by now Dr. Blight didn't care for anyone other than herself. Two years ago, Richard contacted Dr. Blight to gloat about his plans to take over the world. Dr. Blight took no notice, until regular 'alien sightings' started occurring in the area where Richard was now living. She put two and two together and went to find him, sure she could use him again. When she arrived, she found Richard's computer store abandoned, but couldn't find him. She broke in and found the computer in the back room, from which she found out about Fear and his cronies, and the Lightning Knights. She found Fear easily through the computer, and made a deal with him. If he helped her with her plans, she'd help him destroy the Knights. Now there was only one thing stopping her." Gaia paused and smiled at her friends. "Captain Planet and the Planeteers. Dr. Blight knew she would need help from her fellow Eco-Villains if she ever wanted to destroy you. She called Looten Plunder, who bought the factory and gathered together all the others. They want to destroy you. The only thing they were not counting on was the Knights and Planeteers joining forces."

"Then I guess that our only hope of defeating them is making sure they don't find out we have. At least until we attack them." said Captain Planet.

"Wait a minute! Who said we've joined forces?" demanded Ace.

Sparx groaned and slapped her forehead.

"We don't have a choice, Ace. We need to beat these guys, before they all come after us," Mark told him.

"Don't forget the code, Ace," Random reminded him. "If they defeat these people and us, there will be no one to protect this dimension, or ours."

"Our dimension doesn't matter," Ace told him. "But this one does. Fine, we'll help."

"I knew you'd make the right choice," said Mark.

"Then we'd better work out our plan," Kwame suggested.

"I thought that was obvious," said Sparx. "We storm in, swords - and rings -drawn, and whoop their butts."

"Sounds good to me!" agreed Wheeler, enthusiastically.

"Slow down, you two. Perhaps we should learn more about each others' enemies first." Gi couldn't help smiling.

---

" . . .and this is Pigface, his main weapon is his snot, which he squirts at you through his nose." Ace stood by the screen, telling Captain Planet and the Planeteers about Fear and his cronies.

"Eeew!" Linka squirmed.

"That's the lot." Ace sat down and Kwame approached the screen.

"I guess it's our turn, then. First up we have Looten Plunder." The screen zoomed in on Plunder, who was strolling around the factory, wearing a garish hazchem suit. "As you know, he bought the factory, which should give you some idea of his wealth. His regular offsider is Argos Bleak, who commands Plunder's personal army."

"Personal army?" choked Mark "So now we don't just have to take on seventeen of the freaks, but a whole army?"

Kwame nodded. "Next up is Hoggish Greedly." The screen showed Greedly fighting over a chocolate bar with Pigface.

"His sidekick is Rigger, strong, but not too bright. Like your Anvil."

Kwame went on to list the rest of the Eco-Villains, with the screen displaying each one as he described them.

"Dr. Blight, who it seems can be blamed for this mess, is a scientist gone horribly wrong. MAL is her super computer."

"I think I know someone who can take care of him," smiled Random.

"That'll help, but he's only a small problem compared to this guy, Verminous Skumm. A mutant rat with a penchant for all things filthy. I haven't seen his rat pack yet, but that doesn't mean they're not around. This is Sly Sludge and his assistant, Ooze. Sludge will do anything for money. Last we have Duke Nukem. Don't go near this guy unless you're wearing protective clothing, like everyone else in the factory is. He's just one big radioactive creep. Leadsuit is practically his slave, he's too cowardly to stick up for himself."

"Well, if you're finished, I think I'll find a quiet place to sit and cry, seeing as we're all dead," moaned Chuck.

"Don't give up, Chuckdude. We'll figure something out, right Ace?" Sparx said.

"Umm, sure," He didn't sound too confident.

"We've been here a while." Mark checked his watch. "Maybe we should head back, before our parents miss us."

"Yeah, and I have to meet the school paper deadline for tomorrow," added Kat.

"I'll fly you," Kwame stood up.

"I'll come along, to make sure nothing happens," said Captain Planet.

"I'm perfectly capable of that," Ace told him.

"There's always the return journey," Planet replied.

Ace and Captain Planet both rode in the GeoCruiser, Ace to save power, and Captain Planet to annoy Ace. Sparx, Random, Mark, Kat, Chuck, and Kwame spent most of the trip stopping them from arguing. The rest of the Planeteers had stayed on Hope Island. It was dark when they arrived at Conestoga Hills. After dropping Random off at the junkyard, Kwame flew the GeoCruiser to the Thunder Tower. Within seconds of landing, Ace and Captain Planet were fighting over their plans for the following day. Sparx sighed and entered the tower.

"It stinks in here," she muttered, powering up. She heard a noise that sounded like the wind rushing in her ears when she flew. Turning around, Sparx was faced with a huge wall of flames. They completely covered the door, and the roof was shut, there was no way out!