A/n: Second chapter. Contains chunky battle scene. :D

Half an hour later Random Virus had most of the device assembled. Chuck had just returned with some bits and pieces the cyborg had asked for and was now trying to help him put it together.

"Pass me that… spanner," Random asked.

Chuck handed him the tool.

Random passed it back. "The other one."

Chuck handed him the screwdriver. The problem with working with someone from another dimension was, no matter how competent they were, none of the tools seemed to posses the same name – if, that is – they actually existed in both dimensions.

"You nearly done?" Chuck asked. "Ace doesn't look like he's doing too good."

Random stole a glance over his shoulder. Ace was sitting with his back against one of the car hulks, his body flickering. Sparx paced in front of him while Mark simply watched her. Mark had tried to talk to Ace earlier but given up; Ace had either been too tired or just not in the mood.

Random turned back. "I'll be done in a minute." His claw bumped the device and a piece clattered to the floor. A hulking metal hand might've been good for bashing people with but it didn't help when putting together fiddly bits of machinery.

"I'll get it," said Chuck, ducking down.

Random leaned back out of his way, all too aware that Chuck was right within swiping range. It didn't seem to faze Chuck at all, especially as he'd done it at least three times already.

"Here ya go."

"Be careful," Random replied as he took it off him, "I could've knocked your head off if my evil took over"

Chuck blinked. "Well… you didn't."

Random sighed and put the piece back in the device.

"Look," said Chuck after a moment's silence, "I know Ace blasted you and all, which…. wasn't really very nice, but he blasted me too. I'm not mad at him. I mean, he was out of control; he didn't really do it on purpose."

"I know that," said Random, suddenly very intent on working on the device.

"So, how come you're still mad at him?"

Random stopped, looking back up suddenly at Chuck, who took half a step backwards. "I'm not. I just can't trust him. You can. You've still got plenty of reason to trust, and you shouldn't ever let yourself lose it. I lost mine. That's why I can't trust Ace… or anyone." Random turned his attention back to the device. "There's only one thing you should never trust…" he added as he put the final piece in and the machine hummed to life, "…and that's me."

----

Ace heard the humming noise and looked up wearily.

"We're done!" Chuck yelled excitedly across the junkyard.

"It's about time!" Sparx called back. "C'mon, Ace, we'll have you fixed up in no time."

It was as Ace looked at her to reply that he saw the Doom Wagon silhouetted against the darkening sky, a green glow slowly lighting up the skeletal figure. "Sparx look out!"

But Lord Fear wasn't aiming for Sparx. The shaft of green light shot past her shoulder; Ace only just managed to bring the Shield of Justice up in time to deflect it, sending the energy off dangerously close to Mark.

"Shoot!" Mark yelled, ducking as the energy sizzled past.

"Kid, are you alright?" Ace asked through trying to catch his breath from where the blast had knocked him into the ground

Mark looked back at him. "Are you?"

"I'm fine," Ace replied, pushing himself back to a sitting position.

"You won't be for long!" yelled Lord Fear and fired again.

This time Sparx swung at the blast with her sword, dissipating the energy. "Lightning Flash! To me!" She leapt on the machine as it whizzed past.

Random growled and rolled towards the fight. If Lord Fear made the mistake of getting in range of his claw…

A figure dropped in front of him, a tentacle lashing out. The force knocked him across the chest, flinging him backwards.

Sparx's sword clashed against Staff as the Doom Wagon and Lightning Flash wove about each other in the sky. She was not going to let Fear get at Ace, even if she died trying.

Random righted himself and faced Kilobyte. "What do you want?"

"It's not a matter of what I want!" Kilobyte shot back angrily, then seemed to control himself. "I must destroy Ace Lightning, so I must destroy you."

"Dude, I'm like allergic to wasps…" said Chuck, his eyes fixed on the mutated bug which had landed behind Kilobyte.

"Get out of here," Random growled.

Chuck ran out of the way as Kilobyte's tentacles snaked towards Random, who bashed them away. But each time he hit one the impact forced him backwards.

Ace pushed himself off the ground, supporting his weight with the Shield of Justice.

"Ace, stay down!" Mark called to him. "You can't afford to get hit."

"Don't tell me what to do! You're the sidekick!" Ace yelled.

Mark blinked at his outburst, but his attention was quickly taken elsewhere. "Kilobyte's here."

Ace followed Mark's gaze. As he saw Kilobyte fear filled his eyes and he sunk back behind the shield.

Damn his human emotions, Mark thought as he turned away, not wanting to see them wreaking havoc on his friend. "I'll get my wrist cannon." He dashed to the gate where he'd left his bag and bike.

Ace didn't answer, instead staring at some point halfway down the back of the shield. Shame tore through him at the fear that immobilized him more than any energy drain ever could.

Sparx ducked as another blast of energy flew over her head and returned fire. Then she came in close, trying to knock Staff out of Lord Fear's grip.

Lord Fear held on and pushed her sword away. He was never going to get to Ace if he couldn't get Sparx out of the way. Though that didn't mean he needed to destroy her, not that he would've minded; he just had to get her out of his face.

Sparx came at him again with a yell, setting the 'Flash on a collision course so she could use both hands to swing the Sword of Jacob. She didn't seem to care if her wild moves sent them both into oblivion.

Lord Fear let the Doom Wagon drop at the last second, but held Staff Head above him. Sparx missed him entirely, but her sword hilt hit the staff. Lord Fear let go. He wouldn't need his loyal staff to defeat the already weakened Ace Lightning and Staff Head would know how to take care of Sparx anyway.

Sparx suddenly found Staff Head wrapped around her arms.

"Hello, Sparxie!" he said and tightened his grip.

Sparx cried out as her wrists smacked together, causing her to drop her sword into a pile of junk.

Staff Head pointed himself at her, still wrapped tightly around her arms. "Say cheese!" he gloated as the ball above his head began to glow green.

Random felt metal against his back; Kilobyte had forced him up against an old car. No where further to go. He knocked a tentacle back, the next forced his claw backwards and he only sent it back with an effort. The next tentacle held his claw in place; two more snaked around his middle.

"You were the strongest in this game," said Kilobyte. "So strong in fact, you had to be balanced with unpredictability. You're not the strongest anymore."

"I am strong!" Random yelled, pushing against the tentacles.

"That's your evil talking," Kilobyte smirked. "Physical strength is not everything, Random Virus, though it certainly comes in handy." Kilobyte leaned in closer. Random was sure he saw something in his eyes change, a different glow perhaps.

"My strength is in full and total control," Kilobyte continued. "I can control your world. I could control you better than you control yourself. Not that that's saying much. In fact, I could take away your evil, if you really wanted."

"Then why don't you?" Random growled, knowing Kilobyte was toying with him. He still found it impossible not to ask.

"It's not part of the master plan," Kilobyte replied and started an energy drain.

Lord Fear landed the Doom Wagon in front of Ace. The Lightning Knight looked startled and struggled to get up. "What's this? The mighty Ace Lightning is hiding?" Fear grabbed him around the neck with a bony hand, 'helping' him to his feet.

Ace struggled against Fear's grasp but he was too weak; he tried to send a bolt of electricity into the skeletal arm but his wrist cannons only sparked pathetically.

Lord Fear laughed. "You don't look very comfortable hanging there!" He tightened his grip, lifting Ace up off the ground. No wonder Kilobyte enjoyed using those tentacles of his so much. Having Ace Lightning's final dregs of power slipping away, fully in his control, was exhilarating.

Sparx tried to move her arm as Staff took aim but it was useless. The green energy shot out of the crystal ball. She leaned back and kicked the left handle bar of the Lightning Flash.

"Crikey!" yelled Staff Head as the Lightning Flash fell into a spiral, his shot going off harmlessly into the empty sky. The machine crashed into a junk pile, taking both Sparx and Staff Head with it.

Random struggled against the drain. It sucked not only his energy; he felt it tearing through his program, shifting the balance. His evil side began to take control.

Kilobyte seemed to feel it. "Let the program take over, Random. It's all part of the plan…"

"No…" Random growled, trying desperately to push his evil down. Then, for half a second, he saw an opening. He didn't know how or why, but suddenly there was someplace he could shove his evil, somewhere, where it could never get back at him from. In that half a second, he decided to send it there.

Kilobyte suddenly felt a darkness spreading up his tentacles.

----

"What the hell!" the Master Programmer yelled as warning messages began popping up all over his screen.

"Your subscription to FirePlus™ firewall protection has expired. Please renew." One read. And there was a virus entering his computer. He quickly found the source.

"Kilobyte!" His face twisted in anger as he fully understood. "That damn cyborg!" They should've destroyed Random Virus in the first sequel! Somehow he'd gotten his program into Kilobyte, and now it was threatening his, the Master Programmer's, computer. He knew it'd totally destroy it. He'd programmed the virus himself. The only reason it hadn't destroyed Random was because he'd programmed him too.

"You're not getting on my mainframe… Let's just send you somewhere else…" he grinned as he looked up at one of the screens showing him what his creations were doing. He knew how this would play out. And it could still fit his master plan.

----

Ace pulled against Lord Fear again, but it didn't do a thing. His vision was slowly going black, his energy level counting down past the 10 mark.

A shaft of blue energy hit Lord Fear, who stumbled backward with a yell, dropping Ace back in the dirt.

Mark inserted himself between them. "Back off, Fear."

"You're very demanding today, mortal," he sneered. He extended his neck, sticking his face in Mark's. "Perhaps you should leave yourself, before you get hurt."

Mark flinched slightly, but swallowed hard, before pointing his wrist cannon at Lord Fear. "Perhaps you should."

Lord Fear pulled his neck back in. He'd forgotten about that.

"Ace, get to that device," said Mark, backing Lord Fear away with his wrist cannon.

"Right, kid." Ace gathered his strength and made his way across the junkyard. Sparx had disappeared beneath the junk pile with Staff Head and Kilobyte still had Random pinned. Ace only hoped the device would restore his power in time to help. He still had little confidence in his ability to take on Kilobyte though, even at full power.

Chuck came out from the pile of tires he'd been hiding behind. "Dude, are you ok?"

"Gotta get to the device…" Ace said. His vision was starting to tunnel.

"Yeah, I know. Hurry up; I need to make sure it's connected to that car battery properly. You need an actual power source to power up on after all!"

"Usually, yes," Ace replied, not sure whether Chuck was being entirely serious.

They reached the machine and Chuck checked it before showing Ace where to hold on. "Hang on, Ace," he said and flicked a switch. Power surged through the device.

Kilobyte ripped his tentacles off Random, leaving the cyborg to slump against the car hulk. His tentacles burned from the unexpected invasion that was now slowly beginning to creep up them.

He told him to get rid of it, send it somewhere else. He always told him what to do, and Kilobyte hated it, but he couldn't disobey him. This time, however, Kilobyte was happy to comply. Send it where? The Master showed him.

"Head's up, dude!" Chuck said.

Ace looked at him, he still had hardly any strength, but the device was slowly restoring his power. Then he saw Kilobyte's tentacles reaching over to it. Chuck stepped quickly out of the way, understandably not wanting to be anywhere near them. They wrapped themselves around the device's intake, where it was sucking the car batteries energy in. Ace suddenly felt them adding a new type of power to the device's mix. Nauseating fear washed through him at the thought of anything Kilobyte had to offer and he wanted to tear his hands off of it. But it was power, and it felt, well, powerful. He needed more power to defeat Kilobyte. In the half a second before it really started to kick in, Ace decided to let it.

Chuck backed away, wondering what Kilobyte was playing at. Surely he realized touching that side of the machine would drain his own energy? There was a crash behind him and Chuck spun around, just in time to see Staff Head fly out of the junk pile, propelled by a blast of pink energy.

"Eeeee!" yelled Staff Head as he flew though the air. He'd rolled into a roughly circular shape, his head nearly touching the bottom of the staff, and spun like that until he hurtled into Lord Fear, knocking him to the ground and entangling him in the process.

Mark just stared wide eyed at the pile up. It had nearly involved him as well.

"You fool!" Lord Fear yelled. "Get off of me and help me destroy this mortal!"

"Sorry, your lordship…"

Mark suddenly realized they meant him and sent a shot of blue energy into them before they could disentangle.

Sparx came out seconds later on the Lightning Flash. It was spewing smoke and was obviously damaged. "Alright, what's going on?" she asked Chuck. The battle scene had changed quite a bit since she'd gone under the pile of junk.

Chuck shrugged.

"And I thought you were the smart one…" growled Sparx, rolling her eyes. She saw Kilobyte next to the machine and blasted him off it, deciding it was best to go with the 'shoot the nearest bad guy' strategy. "Party's over ink head! Go back to your twisted carnival."

Ace finally took his hands off the device. His power was back at 100. He looked at his hands as the electricity crackled over them.

"I might just do that…" said Kilobyte.

Everyone looked at him then. Kilobyte backing down?

Lord Fear realized Mark's attention was off of him. "There's no point hanging around, not if even Kilobyte is considering fleeing," he said to his staff. "It we're lucky they'll destroy him for us."

"O yes, a strategic retreat, how clever!"

Lord Fear climbed quietly onto the Doom Wagon and flew off.

"Yes…" Kilobyte continued, "I will. But first I would like to ask Ace Lightning if he'd like to come too."

"What sort of stupid question is that?" Sparx burst out. "Just blast him, Ace!"

Ace didn't seem to hear her, his attention fixed on the sparks of electricity playing over his hands. He looked up at Kilobyte.

"Ace…?" asked Mark. Something really weird was going on.

Kilobyte smiled. "You feel the power, don't you? Why should you use it to protect such weak mortals?"

"Because…" Ace tried, but faltered off. He looked back at his hands. He had so much power, why hadn't he really noticed before?

"Trust me, they are not worth it. I am powerful, join me and we can rule this world together."

"Okay, now you've really lost it," said Sparx.

Ace looked between his hands and Kilobyte. He had a point. He suddenly felt something stab into his mind.

Random shook his head and pushed himself back up. Kilobyte's energy drains could really knock you for six. What was going on? Everyone had seemed to stop fighting and were just standing around. All watching Ace.

Ace put his hand to his head. It made sense. But his emotions told him it didn't. But then they told him it did.

"Ace, why are you even listening to him?" said Sparx, a note of desperation in her voice. "Blast him!"

"And why can't you!" growled Ace, whirling around on her. "Or are you afraid you're not strong enough to pull it off?"

"What!"

"My mistake for picking a girl for a sidekick…"

Sparx just stared at him. "Excuse me…?"

"Dude, something's gone screwy," said Chuck, trying to balance his computer in his arms so he could see what was going on.

Ace looked at his hands again, making them into fists. "I should blast you all now," he growled.

"Ace, just calm down," Mark tried.

"Be quiet, mortal!" Ace swung his wrist cannon around, pointing it straight at Mark.

"He does have a point," put in Kilobyte, obviously enjoying himself. "There's a time for everything, Lightning, and luckily for them theirs has not yet come."

Ace lowered his arm.

"There will be plenty of time for blasting later. Come, I promise you, we'll find a worthy use for your power."

Kilobyte jumped on Fred and flew off into the sky.

Ace glared at everyone before following.

"Ace, wait!" Mark shouted after him, but he probably didn't even hear. "Chuck, what's going on?"

"I don't know!" said Chuck, nearly dropping his computer. He grabbed it before it hit the ground. "Ace flew off before I could get a look at his program."

Random rolled over. "Is it just me or did Ace just fly off with Kilobyte?"

"Ah… hello? Where have you been?"

"Half-unconscious," Random growled in reply. "I take it then that this is not some insane plan to infiltrate the evils?"

Mark, Chuck and Sparx just looked at him.

"Just checking."