A/N: Okay, people. From now on, this is semi AU. BecauseI have already made a li'l mistake with Dr. Blight, apparently she doesn't call every male thing Dear, etc. Although I still think she'd call Fear that, to keep him sweet. But it's probably not the only thing I forgot, so from now on, any 'mistake' was done on purpose. Got that? This is the second last chap.

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Ace fired at Fear, but he jumped out of the way, and returned the shot. Ace sidestepped, and the bolt hit Pigface, who was trying to eat Linka. He disappeared with a squeal, and Linka turned angrily to Rotgut, tearing him apart with a powerful blast of wind. A hand flew into Dr.Blight's eye, and Sparx made the most of the opportunity, grabbing a nearby chair and smashing it over her head.

"Next time you feel like cooking something, use a chicken." she told the unconscious woman.

"Crickey!" said Staffhead, noticing. "That girl comes back from the dead more often than you, m' Lord."

"Shut up, stick!" Fear took another shot at Ace, and hit him in the chest.

Ace retaliated, knocking Fear to the ground. "Right where you belong, in the dirt," he told him.

"Ace, I know you're angry, but I didn't mean to send Lady Illusion back to the Sixth Dimension. I thought she was you!" Fear grovelled.

"That's very comforting, Fear, but you would have killed her anyway." Ace was about to blast Fear again but was knocked down by an empty chemical drum.

"You may not be the hero I wanted to destroy today, but you'll do!" Looten Plunder yelled. "Do it, Skeleton!"

"'Ere now," began Staffhead, "Lord Fear doesn't take orders from mmmph!"

"Quiet, stick!" snapped Fear, holding a hand over the staff''s mouth. "It will be a pleasure."

"Y'know, we could really use another superhero about now!" Sparx told Random, who was helping her fight Ooze.

Argos Bleak, still being chased by the singing MAL, finally collapsed on the floor. Random made MAL switch directions and chase the Rat, before replying.

"There's not much we can do about that. It has to be the Planeteers."

Mark, taking another shot at Anvil, heard enough of their conversation to know what they wanted.

"Kwame!" Kwame looked up from tying all the fallen bad guys together with vines he had made grow through the floor to see Mark tracing a 'C.P.' in the air. He nodded, before standing up.

"Let our powers combine!" He yelled at the other Planeteers.

"Earth."

"Fire."

"Wind."

"Water."

"Heart."

As the lights formed in the centre of the room, the Lightning Knights made the most of their enemies' distraction. Ace jumped up off the floor and took to the air, Random sent Ooze crashing into a pile of boxes, and Sparx blasted the Rat, putting him out of the misery MAL was giving him. Random then switched MAL off, finally ending the medley of nursery rhymes.

Chuck and Kat, who were fighting Rigger, were yanked behind a stack of crates by the Planeteers. Mark was already there.

"The power is gone from our rings," Kwame told them. "It's up to the heroes now."

"Who started the party without me?" Captain Planet landed beside Sparx, who shot him a welcoming smile.

"Nice of you to join us, Chopper." Ace did his best to sound friendly, the guy had saved Sparx, after all.

"It's Cap-- Never mind."

The kids watched as Ace, Sparx, Random, and Captain Planet lined up and faced Lord Fear, Looten Plunder, Hoggish Greedly, Anvil, Rigger, and Googler.

Ace fired up his cannons, Sparx pulled out her sword, Random raised his claw, and Planet straightened his back.

Lord Fear clutched his staff, Plunder grinned evilly, Hoggish Greedly snorted offensively, Anvil and Rigger jostled each other for space, and Googler hopped excitedly from one foot to the other.

Fear fired the first shot, missing Ace but hitting Random, who sent it right back. Anvil charged Random, with Rigger right behind him. Googler went hurtling towards Planet, who took to the air just in time. Greedly approached Sparx.

"You shouldn't have come here, little lady,"

Outraged, Sparx put her knee where she knew it would be most effective, then clubbed him over the head with the handle of her sword. "Don't call me Lady!"

Random, holding off Rigger with his hand, sent Anvil spinning like a top into the pile of crates the kids were hiding behind. Mark blasted him until he disappeared, before joining the others behind the next pile over. After Anvil, Rigger was easily dealt with, and Random tossed him onto the human pile that was Hoggish Greedly.

Captain Planet, dodging Googler yet again, sent an icy cold blast of air at the clown, freezing him mid-air. Rather that hitting the ground and smashing into little pieces, Googler disappeared. Planet joined Sparx and Random, who were looking for Looten Plunder.

Ace, still fighting Fear, had taken to the air. He flew down and grabbed the top crate from a pile and pulled the lid off. Tipping it upside-down, he dropped The heavy metal crate over Fear, creating a mini prison. Ace then grabbed the unconscious Hoggish Greedly and sat him on top of the upturned crate.

"Try getting out of there!" laughed Ace.

"Woah!" Sparx went crashing into Ace. She'd found Plunder. Random turned towards him and saw him flick a small switch hidden in a recess in the wall.

All the doors unlocked and slid open, and Plunder's private army marched in.

Sparx got up off the floor and let out a small "Oh."

Ace, Planet, Sparx, and Random turned to face the countless number of soldiers that had somehow managed to fit into the room. Mark, Kat, Chuck, and the Planeteers slowly came out of their hiding places and stood beside the heroes.

"Well, it looks like you've got more than enough to keep you busy," said Plunder, dashing for the nearest exit. "So I'll leave you to it." His laugh could be heard echoing through the factory as he made his exit.

"This is gonna be good!" crowed Fear, suddenly very happy for the safety of his prison.

"Is it Okay to blast these guys?" Sparx asked Captain Planet, but he didn't answer. His eyes were closed, and his hands were held to his chest. He was using the power of Heart, Ma-Ti's power, to try and control the army.

In one movement, the entire army stood to attention. The sound of their boots stomping on the cement floor echoed around the room like a clap of thunder. Mark closed his eyes and grabbed Kat's hand. We're too young!

The Knights braced themselves for the attack, lining up in front of the kids in the hope of protecting them. Only Planet didn't move. He frowned in concentration; he'd never tried to control so many before.

As one, the army started to move. But instead of attacking, they turned on the Eco-Villains, carting them outside and tossing them into the back of an empty sludge truck.

"What are they doing?!?" asked Kat.

Captain Planet slowly let himself relax. "They're taking them for a trip to the local police station."

Ace, Sparx, Random, Mark, Chuck, Kat, and the Planeteers all let out a long sigh of relief. Wheeler swept Linka up in a hug; Mark and Kat followed suit. Chuck and Kwame shook hands, and Sparx jumped on Ace. She hugged his neck and ruffled his hair before jumping off again and thumping Captain Planet on the back.

"Nice one. Now I owe you twice!" She didn't seem to mind.

"Seems I owe you as well," said Ace slowly. Pride was one of the many emotions that he was just getting used to.

"No. Planet Earth, and I, are in your debt. You stayed and helped us, although you didn't have to. We'll always remember that."

Random smiled as he watched this, he knew that Ace had a lot to deal with; and he knew how that felt.

"Random?" He looked down and saw Ma-Ti looking up at him. The boy hesitated for a moment, then threw his arms around Random's middle. Random froze in surprise, then gently patted Ma-Ti's back. Ma-Ti pulled away and looked up at Random again.

"I am very proud of you, my friend."