Author's Note: Here's the next chapter with my sincere apologies for the length between updates. Between work, the holiday activities and the dreaded writer's block, I had a hard time. Plus, I'm working on four stories simultaneously. I noticed a huge hole in my synopsis for this chapter so this is longer than usual but it has flow and continuity so I'm satisfied, I hope you are as well. BTW I used the Battle of the Planets Guidebook character profiles to describe their skills to keep as close to canon as possible.

SUSPICIOUS MIND

At Center Neptune the Federation's home base, the installation was made up of several areas for the staff and galactic military force including training areas, barracks, mess, computer control room, weapons cache and test module, and administrative suites. Also being the home base for G-Force, it had a special section that included a completely outfitted gym for combat training, private individual quarters, and a recreation/waiting area commonly known as the Ready Room. The Ready Room was a large open area that adjoined the private quarters of G-Force, surrounded by windows that looked out into the beauty of the ocean depths. It was also equipped with a comfortable sofa and chairs, ping pong table, television with VCR/DVD and many video games, a fully stocked kitchen with a large supply of Tiny's favorite food, Space Burgers and an amplified electric guitar with drums for Princess and Keyop. This day, the Ready Room was dim and deserted, save for one lone figure in the shadows standing at the window and staring out at a passing school of brightly colored flounder, brooding.

The massive upgrading to link all the computers to PAX had begun and it was a task of monumental proportions. Code-named Operation PAX On Earth, the first part was to reprogram and reconfigure the huge main frame on Earth to link it to the anti weapon master computer, installing special processors that were designed for the transfer of data specifically for the linkup. After that would be completed, then the difficult task to write the software to enable the master computer network that would complete the grid that would allow each planet in the Federation to operate the PAX anti weapon within their BE computer.

Mark sighed as he thought about the project underway and the toll it was already taking on his team. The other members had responded promptly to his summons and all promised to report to Center Neptune, with Jason, as usual giving the most energetic protest as he was entered in another race and had to drop out. They all joined him last night in a late meeting with Chief Anderson who brought them all up to speed and informed them of the suspicious impulses coming from Spectra. He also informed them of Princess's other duties and they were as dismayed about the prospect of facing Spectra without her as he had been. But the chief held firm, stating Princess's expertise in the field of computers had made her tailor-made for the job so they all accepted his directive.

Flashback:

"All right team, there's the circumstances. Until further notice, you all are on Level 2 Alert which as you know, means that you are to be on alert but are not required to stay here at Center Neptune all though it is preferable that you do in the event the alert is upgraded to Level 1. Check into the Phoenix and make sure she's ready as well. Any questions?" Anderson sat and waited as his G-Force team digested all they were told.

"Brrrrp—where's Princess?" Keyop wanted to know. Ever since joining the team, he had looked at Princess as a big sister and he immediately noticed that she was missing from the meeting.

Chief Anderson replied, "She's fine, Keyop. Don't worry."

"So where is she?" Jason inquired.

Anderson responded curtly, "She's on a special assignment for the Federation working on the PAX project working on the computer and has been excused from G-Force until she's done."

Jason, Tiny and Keyop all gaped at the chief while Mark stood there with his arms folded. Jason spoke up in irked curiosity.

"So what if Zoltar and the happiness boys from Spectra attack? We need her with us, especially if we need to use the Fiery Phoenix, you know."

Anderson snapped, "I'm fully aware of that, Jason. Her assignment to PAX was directly from President Kane so that is the way it is. You can all go until further notice." He brusquely dismissed the team, turning his back toward them.

Mark regarded all with a steady azure look and tossing his head, indicated that they leave. The trio took the hint and followed him out. Once outside, they all descended on him for details but he was just as close-mouthed so they gave up and headed off muttering among themselves.

End flashback

Mark scowled as he pondered about the last few days. Ever since Princess was assigned to Operation PAX On Earth, she had plunged right in with her usual conscientiousness, immersing herself in the project so that she was oblivious to anything else. He was deeply worried about her neglecting her basic needs like food and sleep and sending herself into mental exhaustion but he was also concerned about the way her rare down time seemed to be occupied with the Federation lieutenant Addison. It was apparent that the lieutenant intended to monopolize all of Princess's attention, even making sure they worked into the wee hours and even creating excuses to spend all of his time with her. Mark found that was really annoying him and was getting increasingly more difficult to hold his tongue and his temper about the situation.

The panel door slid open and Jason the Condor, Tiny the Owl, and Keyop the Sparrow of G-Force filed in. They spied the tall figure of Mark at the window and Jason reached over to flip the light switch, illuminating the room.

"And then there was light," the Condor quipped as he and the others came forward. "What are you doing here in the dark?"

"Never mind that, you three all set?" Mark said still facing the window.

"All present and accounted for, commander," he announced as Mark turned around to greet them.

"Okay." The Eagle's expression was inscrutable as he regarded the trio. "So tell me just what the hell took so long? Checking out the Phoenix and your vehicles wouldn't have taken that long" he demanded. Tiny and Keyop both eyed their commander in surprise at his bad humor, so unlike him.

Jason held up a placating hand. "Hey take it easy, Fearless Leader. We were all at the Phoenix, making sure she was battle ready, like the chief asked and it took a little longer than we thought it would."

Mark sighed as he said apologetically, "I'm sorry, team. I'm just worried about what Zoltar might be planning. He's more quiet than usual and that has me concerned."

Tiny patted Mark on the shoulder. "It's okay, commander. We know you feel like we're not ready with Princess working on that other project."

"Rrrrr—bpp don't like it," Keyop said scowling, his arms folded and chin jutted out. "Never get to see her. She came home last night and went—brrrp---right to bed. Didn't even ask—brrp—about my fishing trip." He pouted in irritation.

Mark ruffled the boy's unruly head. "I know, Keyop. But what she's doing is important for the safety of the entire galaxy," he said with a reasonability that he did not feel.

But Jason was not convinced. "Yeah, but what she does to contribute to G-Force is important to the galaxy, too."

Mark sighed again as the team's frustration was just intensifying his own. But as commander, it was his job to be the glue that kept them all from falling apart. So he began his task of rallying the troops.

"Listen up, guys. I feel the same way you all do about Princess not being with us if Zoltar rears his ugly head but President Kane has requested that she accomplish this task. And yes, I don't like it any more than you all but we have to obey the orders of the President. So we have to make the best of it."

"Got it, Chief," Tiny said. He turned to Keyop and suggested, "Hey let's go to the kitchen and get some Space Burgers, I'm hungry."

Keyop scoffed, "Brrrp—always hungry," but he followed Tiny into the kitchen.

Jason watched them and chuckled then noticed Mark had turned back to stare out at the streaming underwater life that endlessly drifted past the window. He went over and stood beside the Eagle also watching and then spoke.

"She'll be okay, buddy. You know Princess, like you she's so gung-ho about everything. But that's probably why the two of you are so tight."

"Thanks Jason." Mark was appreciative but then sighed as he continued, "But it's not just that I'm worried about Princess. Zoltar's been keeping way to low a profile for my liking. He's got something big in the hopper I'm sure."

A scowl darkened Jason's sapphire eyes as he muttered, "Yeah, I hear ya. I'm waiting for that scum to lay something huge on us too. It's not like him to stay away this long."

"Hmmm," Mark agreed as both continued to stare out at the ocean life. . .

Over in the master computer terminal, the gigantic mainframe that was the brain for the entire network of the Federation computers that were responsible for communications, weapon operation, and the galaxy-wide early warning system, the Benevolent Eye stood. The entire system was made up of numerous unmanned satellites and probes that patrolled the far reaches of the universe, including the Crab Nebulae where Earth's archenemy Spectra was found. Activity from that rancorous planet was immediately transmitted to Susan at the EWS on planet Pluto who relayed the information to 7 Zark 7, in the Control Room. The information was then sent to Chief Anderson, and also entered into the mainframe for planning defense strategy and devising tactics. It was then up to G-Force to intercept the threat.

Princess and Lieutenant Addison were at the mainframe busily uninstalling the first of its processors. The plan was to do this one at a time as the computer itself was on backup safe mode to keep functioning. A new component, one of several chips was to be installed and then the processor would be reinstalled and programmed. At the completion of that part of the project, tutorial software would be created to train the engineers on each planet of the Federation in the operation of PAX through their own main computers. It was a daunting task as snafus would come up in programming the new chips to interact with the existing ones. The duo was dealing with such a problem at the time.

Princess stepped back after making the umpteenth adjustment and sat at the keyboard terminal, tapping in commands to start the new hardware. The monitor brought up a schematic and once again, the area with the new hardware blinked with an error message.

"Dammit!" she expostulated. "When are we going to get this stupid thing working? It's so frustrating and we just started!" She leaned back in the chair and ran a weary hand through her raven locks.

Randolph Addison, AKA Randy chuckled as he responded amiably, "Chill out, Princess. We will, it's just a matter of time so relax."

Princess looked at him askance. "Easy for you to say. I don't have all the time in the world to do this, I have other duties to perform."

He came over and sat on the edge of the terminal. "I thought that you were excused from G-Force for the duration of this project," he wanted to know as his silver gaze pinned her.

She felt unnerved by his penetrating orbs as she replied, "I am. But I'm also a part of G-Force and would feel like a traitor if they went into battle with Zoltar without me."

Randy smiled as he remarked, "You really are loyal aren't you?"

"I have to be," Princess said, turning away from his gaze. "I'm a part of the team and that won't change. I'll always do my part for the team and Earth."

Randy reached a hand to brush a stray strand from her eyes. "You're something else, you know that? Loyalty, brains and beauty, what a combination."

Princess was getting uncomfortable as she slid her seat back and stammered, "Uhh, l-let's get back to work, we need to get this processor up and running." She got up but Randy grasped her shoulders.

"Look Princess, we've been at this for nearly eight hours. We need a break so why don't we go grab a bite?"

She turned back to the computer. "You go ahead, I'm not hungry," Princess insisted and waved him off but Randy was adamant, grabbing her arm.

"No way, pretty lady. You need sustenance and to get away from this thing, we both do. So c'mon let's go," Randy said, practically dragging her to her feet. With no other alternative, Princess sighed and followed as he headed for the mess area.

After they finished eating, Randy and Princess were leaving the area and she stopped, her attention on the Level 2 Alert signs along the corridor flashing orange. She knew that signified that G-Force was also on alert, and probably in the Ready Room. She thought about the team, missing them and an idea came to her. "You go on ahead, Randy. I'm heading down to the Ready Room."

Randy's curiosity was piqued. "The Ready Room?"

She nodded, "Uh-huh. It's where G-Force is quartered when there's a top echelon alert, either Level 1 or Level 2. Since we're on a Level 2 Alert, I'm sure the team's in there. I'm going to go there and say hello." Before he could say a word she took off down the hall and he hurried after her. . . .

Over in the Ready Room, the boys were in there, ready to depart should they be summoned. So to pass the time, they were amusing themselves in various ways. Tiny was in his favorite recliner, consuming his standby Space Burgers, Mark and Jason were at the ping pong table having yet another tournament, and Keyop was on the bandstand practicing his drums.

Jason responded in the volley, smashing a return that was short but easy to parry but Mark missed the shot, his concentration severely lacking.

"Match and point, buddy. That's ten straight matches I've won," Jason announced smugly as Mark slammed the paddle on the table, annoyed with eyes dark and flashing.

Jason examined the stormy countenance of his commander and although knowing Mark's penchant for keeping his feelings to himself, threw caution into the wind and continued confronting him. "Hey Fearless Leader, what gives? You're not your usual cutthroat self when we play, you've made some pretty bonehead shots."

Mark glowered at him. "Yeah, so what? You won so hurray for you. Sorry I'm fresh out of balloons and confetti." He whirled from the ping pong table and headed to his regular place by the window to watch the fish and brood.

Jason sighed as Tiny and Keyop both looked over at him inquiringly as if to ask the same. He returned the glance and shrugged then went over to Mark's side.

"Look, man we're all going a bit stir crazy cooped up here but you don't have to fly off the handle at us. We're all in the same boat, take it easy."

Mark opened his mouth to retort but closed it and sighed as he apologized, "I'm sorry, Jason. You're right, we are all in the same boat and I shouldn't be taking out my frustration on you." He scowled darkly as he stared at the perpetually moving sea life.

But Jason knew what was really bothering his commander. "I know what's eating you. It's Princess, right?"

Mark glared a warning at Jason and glanced quickly at Keyop to see if he was listening. Since Princess's advent into the project, the youngest member of G-Force was the most vocal about her absence, missing his surrogate big sister terribly. As the leader, Mark would offer encouragement to the dismayed boy. But it was getting harder for him to act as cheerleader when he himself was getting anxious about not seeing her so he decided to not even mention her.

He tossed his head to a corner furthest away from where Tiny and Keyop were chatting and Jason followed him as he led the way.

"It's not about Princess. I'm sure that Zoltar is getting ready to try his next move against us," Mark said, sotto voce. "And I don't like the idea of us being one down."

Jason shook his head. "Uh-uh, don't put me on, Mark. I know there's more than you're letting on. So fess up."

Mark glared at him and said in his best team commander voice, "You heard what I said, Jason." And he strode off leaving his second smirking after him yeah sure, Skipper. You can't fool me, you're more uptight than usual and there's a reason for it, her name is Princess. But I won't push.

Both Tiny and Keyop noticed the slightly agitated state of the usually cool-as-a-cucumber Eagle and instinctively knew that he was bugged. But neither felt impelled to trespass into Mark's private thoughts and run the risk of him losing his temper. The commander had a high boiling point but on the rare occasions he reached it, it was not pretty. So both exchanged glances and resumed their discussion about the best places to catch swordfish.

Mark sat down and took a deep breath to collect himself and gave himself a reminder you'd better cool it, pal. You're the commander and it's your job to be the calmer head that prevails to guide the others. So you'd better get a hold of yourself and put your personal feelings aside.

Jason came over to Mark and Mark shot him a look that said I appreciate your concern, but back off in the depths of his cold blue eyes so Jason just sighed as he attempted to make neutral conversation.

"This is so boring. I hate Level 2 Alerts, its like we gotta sit around on our asses and do nothing."

"Can't be helped," Mark grunted. "We need to be here." Unnoticed by any of G-Force, the door slid open and the slender form of the Swan silhouetted in the doorway.

"I'm glad you all are here," her dulcet voice said as Princess came into the room with a smile.

"Brrrp Princess!" Keyop cried happily as he flew from his perch on the bandstand and tackled her, nearly knocking her to the floor as he plastered himself to her waist.

"Ohhh," she gasped at the enthusiastic greeting. "Easy Keyop. I can't breathe." She giggled in delight as he continued to maul her and the rest of the boys jumped up to greet her.

Tiny said jovially, "It's great to see ya, Princess."

"Hello there, stranger," Jason said with a smirk. "Long time no see."

"Hi Jason. I heard you were burning up the tracks up and down the West Coast," she remarked, one slim ebony brow arched. "And the night clubs as well."

Jason's face screwed into a comically aghast expression at her tabloid observation. "Why Princess I had no idea that you read the National Inquisitor." He clicked his tongue in mock dismay.

Princess tittered at the shared sarcasm as her verdant gaze rested on her commander. As if on cue, Keyop disentangled himself and with Tiny and Jason stepped back and headed off to the far end of the Ready Room, giving the Eagle and Swan their privacy.

Her heart pounding as it always did when she approached him, Princess lowered her head demurely as she said softly, "Hi Mark."

Mark's azure orbs, so glacial before warmed up like a midsummer sky. "Hi Princess. How ya doin'?

"Okay, I guess. I took a break and saw the Level 2 Alert so I decided to come and see you guys." She came within inches of him and added in a murmur, "I really miss you."

"Same here," he answered huskily. He reached for her hand and said, "C'mon." He took her over to an alcove, which served as a small closet, not completely closed off but more private than the rest of the room. There, Mark took his hands and grasped Princess by the elbows and ran them up her arms to rest them on her shoulders then cupped her face to draw her to him for a lingering kiss. Her arms snaked around him as she responded eagerly.

After several minutes they broke apart and Princess said in satisfaction, "Hmmm. I've really been missing that."

He gave her a wicked grin as he said, "Well, there's more where that came from." And he leaned in to capture her lips again, which she fully reciprocated as the passion rushed through them both like a flood.

When they finally parted Mark gazed deeply into her eyes and noticed the circles under them, showing the strain she was under so he became immediately concerned. "Are you okay? You look really wiped." He brushed her hair out of her eyes as she lowered her head.

"I'm okay, don't worry. I just had a terrible time with an installation at Mainframe 002 and it was driving me bananas." She leaned in and Mark wrapped his muscular arms about her protectively as he continued his observation.

"Still, you look really stressed out, baby. Are you eating properly?"

"She's eating just fine, I make sure of that," a gravelly baritone sounded, startling the couple as they both turned to see who intruded on their privacy. Leaning against the doorway with his arms folded was the cocky Federation lieutenant. His silver eyes narrowed and smirking he said, "Gee, I hope I'm not interrupting anything, am I?"

Thoroughly annoyed, Mark opened his mouth to retort, "If you must know--," but Princess cut him off.

"What are you doing here, Randy? I told you I was coming here for a while and then I'd be back. So why'd you follow me?" Her eyes were stormy green pools as she remained locked in Mark's embrace.

Randy backed up, both hands up in surrender. "Whoa, take it easy, huh. I was just getting you because I think I figured out why the processor won't acknowledge the chip and I thought of a way to bypass the security circuit so the chip will be accepted."

"You're putting me on," Princess said in amazement. She pulled out of Mark's arms much to his disappointment and came to Randy. "I've been trying to do that since we started, how'd you do it?"

He glanced at Mark meaningfully and said, "It's kinda top secret, something I learned in my training in the cyber corps."

Princess glanced at Mark and seeing Randy's insinuation said a bit irked, "Everyone here on G-Force has top security clearance. I'm sure you could share it with all of us here."

"Share what?" Jason asked as he, Tiny and Keyop came over from the far end of the Ready Room. He stood with arms akimbo as he glanced boldly up and down at Randy. "And who's this?"

Randy returned the stare as he replied, "First Lieutenant Randolph Addison, CE corps." He saluted as he said, "Condor Jason, right?"

"Among other things," the Condor quipped as he casually returned the salute.

"So I heard." Randy then turned to Tiny and said, "Hey there big guy. You're the Owl and pilot of the Phoenix."

"Yeah," Tiny said. "So you know about me, huh?"

Randy replied, "I know all about G-Force and the Phoenix is legendary. You've got quite a rep with the space pilots and fly boys at the Federation Academy." He turned and glanced at Mark and added a bit grudgingly, "So do you."

"I graduated from the Academy about two years ago," Mark stated as he came to stand by Princess, his expression hooded.

"Yeah, I know. You graduated first in your class and got the highest score on the written exam in the entire history of the Academy. And you won all the hops and the trophy, scoring the highest number of hits."

"Boy," Jason said with a sardonic grin. "You're a veritable fountain of information, aren't ya?"

"And you're a crack marksman with uncanny accuracy in your shooting besides being a top notch racer," Randy recounted. "A lot of the guys in the Federation motor pool are wannabe racecar drivers and wish they could drive the G-2. I hear it's a pretty sweet machine."

"That's putting it mildly," Jason said, pride ringing in his tenor voice. "Maybe I'll show her to ya sometime."

"Hmmph!" Keyop sniffed, arms folded over his chest. "Brrrp big shot."

Randy grinned at the diminutive space fighter. "And I heard you pack a pretty mean wallop for such a little guy, with advanced black belts in all the martial arts."

Keyop grinned in pleased pride. "Brrrp---it's true. Can handle anything---brrrp--- thrown at me." He held up his right arm and flexed his muscle to prove the point while everyone chuckled at the youth's irascibility.

The wrist communicators all started beeping with the white light flashing in rapid succession, indicating an urgent summons by Chief Anderson. Mark answered for the team.

"G-1 here, chief. What's up?"

Anderson's voice crackled, "Commander, I need you and the team in my office on the double. I'll explain everything when you all get here."

"You heard him team. Let's move out," Mark directed as Jason, Tiny, and Keyop took off through the door, heading for Anderson's office. Before he followed, he turned to address Princess but became irritated when he noticed Randy had taken her aside and they were in deep conversation, his hand on her shoulder. He wanted to approach them and find out what was so scintillating but duty called and so with a backward glare at Randy, Mark took off after the team.

NEXT---TROUBLE ON THE WAY