It had only been a matter of an hour and Metro City was already in pure chaos. Cars had been set on fire, roads were being ripped apart and the sky was full of smoke. It wasn't the Metro City Gadget and Penny remembered at all, in fact it was that of nightmares. Penny stared out the window in disbelief, she wondered where Talon was and what he might think of this. She hated to admit it herself too, but she also had feelings for the self absorbed agent. She always had been fond of him, but she knew being with him was a long shot. As long as his Uncle was around, Talon was never going to change, and that hurt her a great deal. Gadget seemed to notice that she was in a world of her own, and comfortingly he placed his hand on her shoulder "it's nothing we can't fix Penny, MAD never get their way when we're around" and that comment gave her comfort, somewhat that is, however she was still doubtful. She glanced up at her Uncle with a smile of hope and dread all the same.

"Thanks Uncle Gadget, I just don't know what we're up against here, MAD have never gone so extreme with a plan and pulled it off before-" but aside from all the negative thoughts in her mind, she told herself that this was the probably a greatly exaggerated plan. MAD didn't have the sense to make bloodthirsty robots right?? Or was she so used to pathetic schemes that she doubted anything more of them. Soon they found a small patch of unharmed land to park, Gadget carefully landed the Gadget mobile and climbed out, breathing in the air

"Smells like Metro City to me, isn't it wonderful??" He smiled obliviously, of course he was still brainless at times. Penny breathed in and spluttered slightly, sure Metro City had never been a clean city, but it was more polluted than it was before. The two agents made their way through the wreckage of what they used to call their home, but this was no home anymore.

"It seems eerily quiet wouldn't you say Uncle Gadget??" Penny commented whilst pulling out her codex. As she scanned the area no life was detected "my codex isn't picking up any life forms at all- did MAD beat us to it already???"

"Nonsense Penny! Its a Sunday, everyone's inside! I'll go check for MAD and you can make sure everyone else is safe indoors!" Gadget suggested, and for once it was an idea that made perfect sense.

"That works- well stay in touch okay??? I don't know whether this eerie silence is just a trap- be careful-" but before she could finish Gadget was nowhere to be seen, and she was on her own. The city had a sinister atmosphere now, it was cold, windy, and the sky gave her a great deal of discomfort. Goosebumps rose up on her arms and made her shiver in response. Penny had done plenty of work on her own, so why was she so nervous this time??? She had no idea what to expect, and after years of fighting them, she was clueless for the first time. But her thoughts were soon distracted when she heard a large explosion coming in the direction of HQ "great!! Right when I turn my back!!" Penny yelped before turning around and running back towards HQ. She dived down through the secret entrance and made her way through the hallways. A scream came from the lab, the professor!! Without thinking she charged into the lab and burst open the door "Professor!! Are you okay?!" She'd cry out. Professor Vonslickstein was laying on the floor with a stab wound in his chest, her eyes were pricked with tears. There was no response. Carefully she pulled his motionless body onto her lap, desperately trying to feel for a pulse. Her heart stopped momentarily, she and the professor weren't that close, but everyone at HQ was important to her regardless, and she was his friend. She soon let out a sigh of relief when the impossible happened. A pulse, clear and there. She was ready to take him to the first aid room when he twitched. Once slightly and the second time violently "V-Von?-" she'd ask, her bottom lip trembling. The professor began to shake and twitch on the ground, his eyes beading open immediately. He looked dead, but clearly he wasn't. Soon his whole body began to short circuit, and his eyes began to glow red, it burned into her own set of eyes. This wasn't the professor at all, in fact, It was nobody at all now. Instead it was a mindless robot, and it had a look of viscous intent set upon Penny. She gasped in surprise and immediately scrambled backwards, her instincts were telling her to terminate him with her codex, but her heart was saying the real him was still in there.

"Pretty neat huh~?" Came a familiar voice, of course, Talon!! His shadow emerged from the corner of the room with a smug smirk on his face.

"A robot army huh??? Your Uncle really is desperate isn't he??? Is he that lonely???" She snickered to which he snarled at her.

"Maybe that's true, but once everyone in Metro City is a robot, you'll have no choice but to surrender to MAD~ maybe we can even be partners~ if I'm feeling generous~" he winked. She glared at him and crossed her arms

"In your dreams Mad boy. Now if you'll excuse me I'm gonna fix what you damaged. I'll be turning the Professor back to normal if you don't mind." And with that she charged at him and tried to snatch the remote. In return he grabbed her wrist and flung her at the wall, smirking and walking over to her, shooting her down with his gum gun

"Oh Penny~ you never change do you?? You should have stopped trying to defeat me a long time ago." He tutted and stepped aside "Von bot. Attack." He grinned as the robot who was once the professor began to approach her. She gasped and squirmed around in the gum desperately, her codex was in no position to be used, her hands were completely restrained.

"Talon!! Let me go this instance!! You know you don't wanna kill me! I see it...I see it in your eyes..." her voice choked up slightly, and she was right, the regret was visible in Talon's dark brown orbs, he didn't want to kill her. Never once had he wanted to. But Talon was evil, and Penny was good. That was all their relationship would ever come to.

"I'm sorry Penn. But you know how life works." His tone was cold and uncaring, but deep down his heart ached from seeing her suffer. Von bot was fast approaching, he held up his fist which soon revealed to have a gun attached right to it, this was it. His finger was on the trigger, his eyes were fixated on hers, and behind them Talon was biting his knuckle in anticipation. Penny screwed her eyes shut and turned her head away, if she was about to die she wasn't prepared to witness it happen. But as the trigger was pulled, a yell came from right in front of the trapped blonde.

"That's my best friend you DAMN PSYCHO!!" It was Kayla, she was stood in front of her trapped companion with her fists clenched and her own makeshift weapon in hand, it was a blade of some description, but it'd have to do.

"Well if it isn't Kayla, glad you could show up, but really I'm not, you think you stand a chance against a killer machine??? What're you gonna do talk it to death??? Give me a break. Von bot, GET HER." Talon commanded with a fist clenched. Von bot took a step back before speeding towards Kayla. It seemed like all was over for her, but she acted fast and thrusted the blade in front of her just in time. It pierced straight through the professor near to his previous wound and caught him completely off guard. He stumbled back ever so slightly, unable to keep on his feet, and as he grew weaker and weaker he fell backwards right onto his back. For a moment he began to short circuit again, just like when Penny had first encountered him earlier, but now he was silent and still. This time he'd gone for real. Kayla gasped and dropped the blade instantly, she rushed over to Vonslickstein and held him close to her. Penny had to admit it was rather traumatic seeing someone so near to her pass on, but Kayla and Von had more of a connection to one another than Penny had ever had with him. Tears slowly streamed down Kayla's frustrated face, she placed her hand on his cheek and stroked it softly, the tear dripping down onto his forehead. Penny felt herself tearing up too. All she wanted to do now was pull Kayla into a warm embrace and tell her everything was going to be alright. But she was stuck. Stuck helpless and trapped.

Talon grew bored of watching Kayla mourn over the professor, so much so that in the instant he tugged the gum off of Penny, freeing her in an instant "I can't bare to watch you weep like pathetic morons over someone you can easily replace. People die ladies, get used to it, it's a cruel world we live in. Some are- more fortunate than others-" Penny heard a tone of heartbreak in Talon's voice. She knew full well that his parents had been killed. She'd known it from the start, he'd just never been willing to open up to her, which was no surprise in their circumstances. But she'd been through the same, at a young age she had no choice but to be put under the custody of her uncle Gadget due to the tragic death of her parents. And if Talon would just let her talk to him, if he gave her a chance, he'd see how he wasn't really alone at all. He never had been. Silently wiping away a sly tear from his cheek, he pressed another button on the device. "It doesn't matter- once you're all gone you'll understand just how truly broken I- I mean people really are-"

"Talon- I-" but before Penny could finish, a swarm of robots burst in through the windows. Glass shattered all over the ground making the two girls Yelp in surprise. They were surrounded and outnumbered, it wasn't looking too good for them. Each robot held up their own built in gun, all aiming towards the helpless agents in the centre of their circle. They soon cleared a path for Talon to walk through the middle of.

"Y'know what Penn??? I'm feeling rather generous at the moment~ I'll give you a head start~ you better get your running boots on or I highly doubt you'll even make it another hour. Its a shame to see you go, really, it is. You have until 10. 1. 2." And as Talon began to count down, Kayla and Penny made a run for it towards the main hall of HQ. They were prepared to fight, but they needed time, and time was of the essence now. To their surprise when they arrived, all of HQ was stood waiting by the door, all armed and ready. Penny felt like she'd just stepped into the army, they were loaded with guns and all sorts of machinery, since the only way to destroy the robots was by killing them, no agent was willing to take any risk.

"Penny!! I'm glad you're here, where's your uncle??" Quimby would ask, straightening his jacket. Penny wasn't even certain herself.

"We split up in the city, he said he was looking for MAD but I came back here after hearing an explosion- I don't even know if he's okay-" she began to panic and desperately ran her fingers through her hair "oh Chief he's so vulnerable- he could be hurt- o-or-" she was breathing heavily, a lot more recently she'd been having panic attacks, ones she couldn't control at all. But she felt a reassuring pair of arms wrap around her.

"I thought you could use it." Kayla smiled and buried her face into her friend's shoulder. Penny soon relaxed and found her breath again. With a sigh of relaxation she gave into the embrace.

"Thanks Kay, I needed that. Now c'mon. MAD's right outside that door waiting for a fight. And we're gonna give them a damn good one. Positions everyone. It's all gonna get worse from here." Penny swiped out her Codex and stood guard ready with everyone else. And soon the door burst open. And so it began.