Chaos looked at the assembled group of ghost hunters and Guardians sneering. "Do you honestly think that you can stop me? Look around you I have an unstoppable army of ghosts and humans at my disposable; I am in control of the opal ring, and finally I posses one of the strongest ghost hunter's body in the world. One who I might add is your friend. Your situation is hopeless. Give me the puzzle box and I might spare your lives."

"Forget it Chaos. Your not getting your filthy hands on the puzzle box. The only place your going is back inside," Nadera shouted powering up her hands.

"If it's a fight you want it's a fight you shall get. Minions! Don't care how you do it, but get me that box! Destroy whoever gets in you way!" Chaos shouted firing his ectogrenade launcher scattering the group.

"Doj! Protect the box. See if you can't bless it! We'll try to get rid of these zombified servants," Dai said to the miniature dragon who held the box tightly in his claws.

Jazz, Sam, and Tucker were instantly surrounded by every ghost whose life force Chaos had stolen. All three of them were doing their best to capture the ghosts so they could get to Chaos.

Sam was wearing the Specter Deflector, which defend her from the ghosts while she used the Jack O Nine tail to wrangle them inside the Fenton Thermos. Next to her Tucker was firing the Ectolaser with one hand while using the Fenton Fisher with the other. Jazz was in full battle mode with the Fenton Peeler, but still they were being overrun in the small game room.

"This is insane. No matter how many we catch more just come to take their place!" Sam shouted. She winced as one of Skulker's razor disks clipped her shoulder.

"We need more space to maneuver. Our weapons aren't much good in close quarters. Any ideas?" Tucker panted.

"We've got only one option. Since we can't go left or right and the downstairs has been demolished then we have no choice. We got to go up on the roof. Cover your heads!" Jazz ordered as she blasted the ceiling to smithereens. Tiles came crashing down covering everyone in a thick cloud of dust. Not waiting to see if they were followed the three teens jumped up through the hole and onto the roof for round two.

"Quickly! We must follow them and retrieve the box for our master!" Skulker shouted as he activated his jet pack.

"Right behind you. Those kids are no match for the power of Technus the Master of Technology!" Technus boasted as he forgot to phase up to the roof. "Ow. Onward ho!"

Meanwhile the Guardians had scattered across the apartment in attempt to take out the zombified humans. The only way they could hope to defeat Chaos is to get rid of his powers. That included his control over the ghosts and humans.

Om was trapped in the bathroom; surrounded by the freshman student body, save for the popular crowd. Om was using his ChiMaFu to defend himself, but there were just to many to take care of. "You cannot defeat me! I am an apprentice level Guardian of Water! You are nothing but soulless slothful teenagers. Back off before I have to… hey!"

"Do you ever shut up? You are so annoying," one of the students said.

"Killing you will be a service for both our masters and us," another one said as the student body surged inside the bathroom overrunning Om. Soon the little monk boy was buried under the pile of freshman.

Meko back flipped through out the apartment landing in the kitchen. Going into a battle stance she prepared herself to quickly defeat her opponents, who happened to be the Masons and Foleys. She cringed when saw what they were wearing. "Oh my God, I thought those jumpsuits were bad enough, but those clothes take the cake. No wonder Tucker and Sam are the way they are!"

"Silence Guardian of Fire. Your outfit is far more hideous then mine. Enough chitchat. It's time to discipline you for rebelling against our master," Mrs. Manson said as she reached out and pulled on Meko's braids.

Meko screamed and tried to fight back. Blindly reaching out she grabbed a plate and smashed it on Mrs. Mason's head. "Back off lady. No one touches my hair! I have a hard time believing your any different then this when your not zombified. Is it any wonder Sam's friends with a hunk like Tucker?"

"What a naughty little girl you've been. It isn't right to attack your elders," Mr. Mason told her shaking his finger at her.

"There's only one way to deal with your kind right?" Mrs. Mason said.

"Right. Let's destroy this Guardian. No girl is good enough for my Tucky," Mrs. Foley said. Her husband nodded. The four adults jumped on top of the girl pinning her to the floor. She struggled like mad to get up, but it was no use. "Don't fight it sweetie. It will only hurt more when I pierce your heart," she told her as she held the steak knife in her hand.

The Guardians of Metal and Earth had been forced outside to the balcony. It was a huge balcony, at least twenty feet wide. In one corner there was rock garden and in the other was an art garden filled with statues. The Guardians stared at their enemy, Mr. Lancer, Mrs. Ishmarua, and Dash's crew. They looked at them with hunger in their eyes.

"Any bright ideas Cay? Because I'm sure out of ideas!" Jac whispered as he chanted a chi spell to give them protection.

"None. Where cornered like three legged cat in alleyway with stray dogs. But don't loose faith. We can still win. On the count of three we attack them," Cay told them.

But before they could make their move Dash's crew was beating up Cay, while the adults rearranged Jac's internal organs. Apparently their chi spell failed.

Dai had it the worse. He was in the living room trying to keep Doj save long enough for him to bless the box. Unfortunately Doj was having problems blessing the box. "Would you mind keeping the racket down? This would be a lot easier to figure out. Watch out!"

Dai jumped into the air to avoid being shot at with the Fenton Bazooka. Even without her lifeforce Maddie Fenton was an awesome shot. The bumbling Jack Fenton on the hand was just as much of an idiot, but Mr. Gray compensated for that with his knowledge of the apartment. "Don't you ever give up? Man I wish I never sold that stupid box!"

In what remained of Valerie's bedroom Danny and Nadera were fighting for their lives as Chaos used the power of the opal ring and his armory to try eradicate them. The two teens dove into the Jacuzzi to avoid being crushed by the vanity. "Insolent ghost. Why don't you just hold still so I can steal your life force?" he shouted as he fired another grenade at him.

Nadera fired a blast of ghost lighting followed by flames destroying the grenade. "We can't keep this up forever. Even when he runs out of missiles to fire he'll use the ring to get us."

"Yeah and I'm still wiped out from the last fight. I don't think I could survive another attempt on my life force. If only I had my medallion we could take him out," Danny berated as the two phased out of the bathroom to avoid more fire.

"We can't give up. You can go prince again; you just have to keep trying. Maybe I can use my magic to separate him from the ring. Then you can overshadow him forcing him out of Valerie," Nadera suggested.

"Its worth a try. If we don't get rid of Chaos then both the ghosts and humans will never return to normal. Okay I'm ready lets go!" Danny shouted.

Nadera phased back into the room behind Chaos, who was surveying the bathroom. She stayed invisible hoping that her pendent would mask her presence from the evil entity. Touching the pendent she let the power flow through her as she chanted a spell, "Macabre, Dormantoes, Chitara, Lightas!" Instantly a cage of pure light imprisoned Chaos.

"You think your pathetic magic can hold me prisoner?" He shouted banging against the cage. Then suddenly remembering he had ghost powers he tried to go intangible, but was unable to. He glared hatefully at Nadera who hovered in the air smiling.

"My magic is stronger then your ghost powers. Even with the stolen lifeforce you've obtained you can't beat the power of my pendent. No ghost or ghost power may escape this prison. Release your hold on the girl and return to the puzzle box or else."

"Or else what little girl? You think I'm frightened of a ghost? I feed off your kind!"

"You may not be afraid of her, but what about me? I'm a half ghost and I want you out of my friend!" Danny shouted phasing inside and overshadowing Chaos. The cage kept things in not out.

The two of them struggled for control over Valerie's body. The cage had weakened Chaos, but not by much. Danny wasn't holding up much better. He was only at half strength and couldn't reach Valerie. The struggle was straining Nadera's power. She couldn't keep the cage intact. With a shout and explosion, the cage burst apart sending everyone flying around the room.

Danny struggled to raise himself off the floor. Nadera was on the floor next to him bleeding ectoplasm. He could hear the faint shouts of pain and frustration through out the apartment. He could see the faint sparks of ecto energy streaming down from the roof. The apartment was in ruins and Chaos was embedded in the wall next to what use to be Valerie's closet. "Man Valerie is going to kill me for destroying her home."

"I think she'll understand Danny. Quickly we must retrieve the ring, before Chaos awakens ahhh!" Nadera cried out in pain as black cloud surrounded her.

"Nadera! AHHHHHH!" Danny cried as the same black cloud surrounded him and lifted them both into the air. He felt like his insides were being torn apart. He looked down where Chaos was using the ring to hold them prisoner.

"I have had enough of this. You are no longer minor annoyance. Its time I eliminated you and the rest of your pathetic group once and for all. MINIONS HEAR MY VOICE! I ORDER YOU TO SUCK THE LIFEFORCE FROM YOUR VICTIMES THEN DESTROY THEIR BODIES!"

"NO! YOU CAN'T! AHH!" Danny cried.

"Yes I can and I think I'll take that pendent your friend is wearing. She won't be needing it anymore." Chaos hissed.

Nadera clutched her pendent tightly, but it was no use. The power of the ring was too strong. Her Royal Stone Item was taken from her. "Give that back its mine!"

"Now its mine and once I have the other Royal Stones and the Puzzle Box I shall be all powerful. HAHAHAHAHA!"

Meanwhile on the roof the rest of Team Phantom were about to overrun by the zombified ghost. There seemed to be no way to capture them all. The three teens were being forced to the edge of the roof. One more step and they become ghost themselves.

"Surrender and the master will spare your lives. He only wishes for the square container of power and the odd shaped stones that goes with it," the Box Ghost intoned.

"No way you're getting this chocker, even if it does clash with my outfit!" Sam barked at them raising the thermos at him.

"That goes double for me," Tucker added keeping the lipstick leveled at them.

"Foolish humans. You are soon going to be wishing that you had corporate with us! Taste my power mortal fools," Desiree shouted, waving her hand at them.

Jazz blocked the attack with her armor and stood her ground. "If you two know anyway to activate those items powers, or something else that could secure these ghost now would be the time to use it," she grunted.

"Secure? That it! This building has the most top of the line security system. If I can hack into it we can wrap these ghost up easy!" Tucker exclaimed already using his PDA.

"One problem idiot. That security system was built to take out burglars not ghosts!" Sam yelled whirling around the Jack O Nine tail.

"Your forgetting which crazed up fruit loop installed the security system in this building. How much you want to bet he included ghost proof traps?"

Before she could retort Sam heard a cry for help. Jazz had fallen over the edge and was clinging desperately to the roof. Instinctively Sam touched the chocker. She let out a startled cry as the items power surrounded Jazz and placed her back safely on the roof. "Wow cool."

"You think that's cool watch what happens when I hook up the power of clip with the security system. Three two one!" Almost at once the power of the clip combined with the state of the art anti ghost security system went to work. The ghosts found themselves paralyzed unable to move or use their powers. "Nice touch if I do say so myself. I think I could get use to wielding this kind of power. Hey what the come back to me my precious baby!" Tucker screeched as his PDA, where the clip was attach, flew through the air. Sam let out a gasp as the chocker was ripped of her neck.

"Chaos must be behind this. We've got to get back down there and help the Guardians. Come on move it!" Jazz shouted as she turned off her armor knowing it wouldn't be any use against zombified humans.

In the bathroom Om was trying to remain conscience lack of oxygen was causing him to suffocate. There was only one way to escape. Focusing his entire power on his element he felt his birthmark burn. When the pain became almost unbearable he shoved his captors off him sending them crashing into the sink, mirror, and tub. "You are about to get a snip letter lecture in why you don't mess with water. ELEMENTAL HURRICANE WATER!" All at once the entire water works exploded spinning around his body. With a mighty heave he washed away the freshman class. "I must hurry and find my friends."

Meko wasn't about to let her heart be stabbed. Bringing back her foot she kicked upward knocking the knife out of Mrs. Foley's hand. With a grunt she twirled her body out of their grasp. With a quick handspring she landed on the stove. "Time for you to feel the heat. ELEMENTAL FIRESTORM FIRE!" Columns of flame ascend into the air. With a wave of her hands she sent the flames shooting at the Foley's and Manson's successfully taking them out. "Maybe next time you won't judge someone before you get to know them."

Outside on the balcony Cay and Jac were turning the tables. Jac was facing Dash's crew with a look of determination on his face. "Time for all the cruel jokes I ever heard about my condition growing up. Ready to get flattened punk? ELEMENTAL MAGNETIC METAL!" Cupping his hands together he used a magnetic pulse to lift the statues into the air and drop them on top of Dash's crew pinning them to the ground. "I love doing this. You okay Cay?"

"I'm as cool as cucumber in the summer heat. Time to show these two teachers who's the master here. ELEMENATAL EARTHQUAKE EARTH!" The earth from the garden began to shake and tremble before scooping up Lancer and Ishmarua and holding them hostage. "That's what I call a cattle round up. Come on Dai and Doj need our help!"

Dai was almost out of breath. The Fenton's and Mr. Gray had him cornered. Doj was trembling behind him, the puzzle box clutched tightly in his claws. If he fell then it was all over. Wiping the sweat from his brow he called on his most powerful attack. "ELEMENTAL TORNADO WIND!" With in seconds what remained of the apartment was demolished by the devastating wind.

The rest of the Guardians and Team Phantom enter the living room just as Dai knelt down next to Doj. "Did manage to bless the box or not my friend?"

"Yeah I did, but we have a slight problem. Besides needing all the stones to make the box work, a human and ghost must be working together to say the spell to trap Chaos," Doj explained.

"And right now Chaos has the items, Danny, and Nadera! Come on!" Dai said as they entered the remains of the bedroom. "Chaos! Release them at once!"

"Never! You may have defeated my army, but now with the power of the puzzle box I shall be all powerful!" He shouted sending a wave of black energy at him. The puzzle box went flying through the air heading straight for Chaos.

"NO! I won't let you! Argh! Yeah!" Danny yelled. Two rings of bluish white light surrounded him transforming him into Prince Daniel of the Ghost Zone. His medallion instantly did away with his prison.

He zoomed towards the box catching it at the exact same instant that Chaos did. The two struggled for control not noticing the box lighting up until the blaze blinded them. "What in the world?"

"NO! Sahdi you still plague me even after all this time! I won't play your ridicules game of chance, I won't I won't!"

"You will Chaos if you want the puzzle box. The box will not allow anyone to possess it unless the challenge is met," Dai informed him.

"Challenge? What are you talking about?" Tucker demanded as he helped Nadera, who had broken free, to her feet.

"Grandmaster Sahdi Niloaix tricked Chaos out of the opal ring, challenging him to contest for the puzzle box. Sahdi knew that Chaos would be unable to resist the chance to gain the full power of the five stones and his own body. The challenge was a contest of strength, speed, and cunning. Sahdi wagered all four remaining stones and the entire human race for the opal ring and Chaos imprisonment. Once he accepted the challenge he couldn't escape the results of the challenge. That's how he was defeated the first time," Om explained to the group.

"And now Danny and him have to fight the same challenge for the same stakes as before?" Jazz said. Om nodded leaving Jazz wordless.

"This time the challenge shall be different! If I win not only do I get your medallion, and the box, but also you all will become my personal slaves forever and I won't suck your lifeforce out of you. That way you can suffer for all eternity watching everything you love die."

"Fine, but if I win not only do I get the box and all the other Royal Stones including the ring, you return the lifeforce you have stolen and get out of Valerie body!" Danny told him.

"Agreed. The challenge shall be a duel. The last one standing wins. No interference from anyone and only natural powers maybe used. Nothing else. Shall we begin?" Danny nodded his head. "Good then let the challenge begin!"

Instantly the two opponents found themselves trapped in a square box. Each side the same color as the puzzle box. With the sound of a gong the challenge began.

Chaos came out strong and fast using Valerie's natural athletic ability and reflexes land several painful blows on Danny's body. With a wave of his hand black energy encircled him chocking him.

Danny's medallion repulsed the black energy and he shot several ecto energy blasts at him trying to nail him. But Chaos was too quick. He leaped into the air and fired a wrist laser at Danny. "Hey that's cheating!"

"Your fighting evil, what do you expect? Face it kid you're too weak to beat me. Once I drain the last of your lifeforce your finished!"

The battle raged on each using their Royal Items, their powers, and natural ability. From the sidelines shouts of encouragement could be heard. But anyone could see Danny was losing especially when his ghostly wail fail to make a dent in Chaos. He collapsed to the ground turning back into Danny Fenton. Surprisingly his medallion didn't vanish.

"Its over you little halfa. I've waited fifteen hundred years for this moment. You and your little friends have certainly put up a good fight. I was even impressed that you manage to get the Guardians involved, but the truth is your not strong enough or fast enough to beat me. Any last words before I defeat you thus claiming victory?" Chaos asked lifting him up by scruff of his neck.

"Yeah, I have a few words. Valerie I know your still in there. If you can hear me I need your help. This is your body not Chaos! Take control!" Danny pleaded.

"You humans are so humdrum. Valerie can't hear you because she no longer exists. Your efforts are futile. Say goodbye ugh what the what's happening?" Chaos screeched as his arm began shaking releasing Danny.

His entire body looked like it was having a seizure. To everyone watching it looked like Chaos was being chocked by his own body.

That's when the real Valerie spoke. "Hurry Danny. I don't know how long I can stay in control."

With a shove Danny knocked Chaos out of the box defeating him. Instantly the ring, the Royal Items, and the Puzzle Box were his, but Chaos was refusing to exit Valerie's body. Time to fix that.

Quickly inserting the items in their proper slot he wondered what to do next. That's when Dai rushed up to him and told him to overshadow his body, but let him control his voice. Doing so they pointed the box at Chaos and chanted in Maderan. "By the powers of the mystical beast, the forces of the ghostly race, and the energy of the human species. We three races unite as one to banish this evil from our plain for all eternity. Chaos, Entity of Torment, enter thy prison and stay locked up forever!"

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Chaos screamed as he was sucked out of Valerie's body and into the puzzle box. The moment he was inside it snapped shut.

"Quick give that to me. I'm going to make sure no one human, beast, or ghost, or even an alien can open that thing again," Nadera said placing several protective wards over the box before retrieving her pendent and the other items.

"Looks like we did it. The world is safe once again and not even a thank you," Tucker complained.

"Isn't it thanks enough just doing a good job?" Sam asked.

"I have a question. How we going to explain all this to all those people out there? Not to mention you have several ghosts that need to be returned to the Ghost Zone on the roof and this place is a complete mess," Meko said.

"Not even chi magic could fix this place up," Jac admitted.

"You are right young Guardians, which is why I shall be using my power to fix this mess of yours," Clockwork said appearing in the room.

"Clockwork, my man. Its good to see you again old friend. How's the afterlife treating you?" Doj asked curiously.

"Fine my young dragon friend. I was impressed by all of you. Young Guardians you have demonstrated great skill and shown that you can work well with ghosts. I know that the Puzzle Box will be in good hands under your watchful eyes," Clockwork told the beaming Guardians.

"Thank you very much Mr. Clockwork. It will be a great honor to continue relationships with Team Phantom," Om replied.

"We'll make sure this little trinket doesn't cause anymore fuss sir," Cay added.

"Very well then. You must return now to your temple. Keep in touch with Team Phantom, for I may have use for your services in the future."

"We will sir you have my word. Come on team lets say our goodbyes and exchange numbers. I want to be back home by sundown. Well bye Danny. Take care," Dai said.

"You too. Don't worry I'm sure you'll continue being a great leader," he said shaking the Guardian's hand. Out of the corner of his eye he saw Sam and Jac exchanging info and some Goth tips while Meko was giving Tucker a goodbye kiss. Cay was being a gentleman to Nadera while Om was jumping up and down with joy at receiving a farewell kiss from Jazz. A few minutes later they boarded Doj and were gone.

"Okay now that Chaos is taken care of what about everything else Uncle? Starting with the ghosts we caught," Nadera asked.

"They've been sent back home and I've already handle the humans who had their lifeforce taken. Everything is back to normal so you don't have to worry."

"What about the apartment? It looks like WWIII went through it," Jazz pointed out. With a wave of his scepter it back to normal. "Nice."

"Is Valerie okay? Will she remember anything that happened to her?" Danny pressed.

"It will be like a bad dream and nothing more. You were lucky that she was able to hold on so long. A little longer and there be nothing to save. You may check on her once time resumes. I must be going now. Nadera may I have the chocker and clip please?" he asked her gently.

"But why? Aren't I returning home with you to complete my probation?" she asked confused as she handed the treasures over.

"The Observants have decided to lift your probation and allow you to finish high school with Danny as a halfa. Once complete you will be able to decide if you want to return home or stay in the human world as halfa. Your current guise will stay in place. Plasmius has generously agreed to keep up the charade. I hope you are happy," Clockwork told her as she hugged him tightly.

"Thank you Uncle. I won't waste this chance," she told him. He nodded and disappeared leaving time to resume itself.

Valerie found herself waking up on her bed surrounded by friends. "Hey guys what are you doing here? Man I feel so sore. It feels like I've been fighting ghost all week."

"Well that would be impossible seeing as how you've been sick in bed for a week," Sam said secretly glad for Nadera's fairy dust and memory modification spell.

"Yeah the doctor said it must have been something in your birthday cake because the entire freshman class was sick for the week. Half the time they were in the shudders nurses office puking," Tucker added.

"We just wanted to stop by and make sure your feeling better. Hope that's alright," Jazz said.

"Yeah it is. My fever must have been high because I had the strangest dream. It involved a puzzle box, evil spirits, magic jewelry, and kids using karate to fight me. But the thing I remember most is that Danny was Danny Phantom and he was trying to save me. But that's ridicules right?" Valerie said.

"Yeah like I be some ghost fighting teen. Still I'll always be around to help you Val. Oh I like you to meet my cousin Nadera. She's going to be living with us for awhile."

"Nice to meet you Nadera. I can see were going to be good friends," she said shaking her hand.

"I know we will to. Oh I know its late and all, but here's a birthday present. I think you'll like this. It's a friendship bracelet to symbolize the start of our new friendship," she said know this was the beginning of something new and wondrous for both of them.