A/N: This is for all of youwho have forgotten most of the Captain Planet charas:No. I did not intend Babs/Fear. Babs just flirts with every male thing she can find. Hence the weird tension between her and her robot. Ew.

Enjoy!

"Why'd we invite Nukem anyway?" grumbled Dr. Blight, who was climbing into her chic, powder pink and white HazChem suit, expecting the fully charged Nukem to come back from his daily radiation soak.

"Because," said Looten Plunder through gritted teeth, "He's more powerful than most of the buffoons in this room, especially the mob you hired."

"We weren't hired, we're in partnership with you. Besides, you can't pay for evil like ours." Lord Fear told him.

"That's right, Fear darling. And once you've helped us get rid of Captain Planet and the Planet Punks, we'll finish helping you destroy Space Frightening, or whatever his name is." Babs had the habit of calling every guy 'Darling', or 'Dear'.

"It's Ace Lightning," said Staffhead

"Of course it is! Some of the names these heroes have nowadays. . . whatever happened to simple names, like Lightning Man? They were so much easier to remember."

"Lightning Man?" muttered Ace. "I like it."

Sparx elbowed him in the ribs. "Then I'd have to be Lightning Girl. Eck."

They were all hiding behind stacks of crates scattered around the mezzanine floor. The plan was for all of them to jump down and attack when Kwame gave them the signal.

"Who put him in charge, anyway?"

Mark was hiding with Wheeler and Linka, and got the feeling that they would rather be alone. Probably why I was stuck here, he thought to himself. He looked around at the other stacks of crates where he knew Kat was hiding with Kwame and Ma-Ti, Ace with Sparx, and Chuck with Gi. Random was waiting outside, and Ma-Ti would give him a message when it was time to attack. Mark pulled out his wrist cannon and slipped it on. He loved the feeling of power it gave him; he never felt defenseless when he wore it. Wheeler and Linka's mouths dropped open when they saw it.

"What?" Mark hissed. "You've got your rings."

"But if you use that on people . . ." Linka started.

"Don't worry. I don't want a murder charge. I'll use it on Fear's lot."

"Boss, how much longer before we destroy Lightning?" They all heard the Rat's whine.

"As soon as we've helped eliminate this Punky Planet guy and his sidekicks. Babs says that will be soon, they can never resist sticking their noses in where they don't belong."

Babs? Sparx screwed up her nose Fear was never on first name terms with Lady Illusion. Unless Snookums was her real name.

"That's right, Fear dear. With the amount of toxins that Sly Sludge has been dumping in their precious ocean, they won't be able to stay away. What they won't be planning on is all of us - and you guys - being here to surprise them! Well, they did see Sludge. And Looten, but they don't know about the rest of us. Then, we'll go hunting for your enemies and be done with them, as well."

"He he. That'll be easy! Now that Sparx is gone, Lightning won't have anyone to help him except those mortal brats." Gloated Staffhead.

So, it is a trap, thought Ace. I guess they weren't expecting us to team up with Crispy Planet, then.

On the mezzanine floor, they all saw Kwame's hand start counting down, 5,4,3…

"Uh oh," muttered Ma-Ti. Kwame stopped his countdown.

"Uh oh what?" asked Kat.

"I am having trouble reaching Random Virus."

Kat clapped her hand to her forehead. "Great!"

Waiting outside, Random hadn't even noticed his evil side creeping up on him, it was so gradual. By the time he knew, it was too late. He tried to warn Ma-Ti, but his evil took over completely, and all Random could do was fight it, and hope it passed quickly. Every second he spent watching his evil side wreak havoc was torture for him.

"Oh no," said Ma-Ti. "He is going to--" The rest was lost as Random Virus, his evil side in full control, smashed his way through the doors.

"Everybody, NOW!" yelled Kwame, hoisting himself over the railing. He and Wheeler let rip with a few war cries. Ace and Sparx were next, then the rest of the Planeteers. Mark, Chuck, and Kat paused at the railing.

"If we jump that, we'll break our necks!" Chuck was freaking out.

"We don't really have a choice." Mark took a deep breath, and threw himself over. Kat followed, and eventually Chuck did as well. They jumped up off the floor, looking for threats and targets.

The bad guys, caught off guard by Random Virus crashing through the doors, and from the others jumping to the floor all around them, stood stock still for a few seconds, before fighting back with a few war cries of their own. Random Virus grabbed hold of the nearest person, who, fortunately for the good guys, was Sly Sludge. Ma-Ti kept trying to get through to Random, but it seemed useless.

When he saw Random Virus approaching Sparx, who was fighting Verminous Skumm and didn't see him, with his claw raised, Ma-Ti made a decision. It was against everything he thought was right, every moral and principle he had, but Ma-Ti knew sometimes certain choices had to be made, even if he didn't agree with them.

The good Random, the real Random, fought his evil side with all his might. He saw himself approaching Sparx, saw his claw raised. Attacking from behind? You coward! he shot at his evil side.

Silence, weakling! his evil side commanded.

No! I've put up with you for too long! I don't need you, but you need me. That makes you weak, a weak, pitiful coward!

He is right! Ma-Ti joined him, battling Argos Bleak physically and Random's evil side mentally. Random, listen. I can make it go away, only for a short time, but long enough for you to fight the good fight.

Random considered his options. He could let Ma-Ti take his bad side away, but how would he feel? This was a fight he needed to win on his own.

No. Thanks for the offer, but I need to do this on my own.

Ma-Ti was relieved. His ring possessed so many powers that scared him. He didn't believe in messing with others' minds.

Sparx ducked Verminous' fist and looked around. "Random?"

He was behind her, his claw raised. His eye flickered from red to green, and he grinned at her, a triumphant grin. Then he grabbed Verminous by the throat and tossed him at a wall, which he slid down to land on top of Sly Sludge.

"Perfect timing, as usual." Sparx returned Random's grin, before charging towards Dr. Blight.

Dr. Babs Blight saw her coming. "No!" she gasped. "You're dead! I saw you, I lit the fire!"

"Yeah, well, sorry to disappoint you, but you're just gonna have to try harder!"

"MAL, darling, do something!"

"Mary had a little lamb, little lamb, little lamb. Mary had a . . ." MAL, Dr.Blight's supercomputer, was now well and truly under Random's control. Still singing, he started chasing Argos Bleak.

"Stop it! And stop singing!" Bleak wailed.

Ace, who had singled out Fear the moment the fight began, was now locked in a furious battle with him.

"You'll never leave here alive! Babs is going to help me destroy you all!" Fear gloated.

"In case you haven't noticed, Bonehead, we've got a few new friends ourselves!"