We're nearly at the end! The long-awaited action scene is here, as well as more angst and hurt/comfort. There will be one more chapter as I had to split this last one into two to avoid an enormously long chapter. Enjoy!

Ch. 4. Old Acquaintances

Metro City PD Central Station

27 February 1986

"Gadget, you look like hell," was Quimby's blunt assessment as the inspector walked into his office shortly after nine o'clock that morning. Quimby hadn't seen Gadget since that day at the hospital and he was shocked at the cyborg's haggard appearance.

His clothes were clean and neatly pressed as always (if somewhat wet from the rain outside), but the dark shadows under Gadget's eyes and the fresh worry lines around his eyes and mouth spoke of the recent stress he had been under. His face was pale, which surprised Quimby. He had always assumed that all of Gadget's skin was now synthetic and never changed.

"When was the last time you, or anyone from the force, asked how Gadget was fairing as a single parent?"

Remembering his wife's words with a fresh surge of guilt, Quimby pointed to a chair by his desk. "Sit," he ordered.

Gadget sat, the chair wobbling slightly under his weight but not breaking (Quimby had finally invested in more sturdy furniture after Gadget had accidentally broken the last three office chairs).

Quimby poured a fresh cup of coffee from the small machine he kept in his office for late nights and set it on the desk in front of Gadget. "Drink."

"Eat." A plate with a doughnut was plunked down next to the mug.

"Thanks, Chief," mumbled Gadget, reaching for the coffee first. He took a long sip from the mug before picking half-heartedly at the doughnut. Quimby watched him with growing concern - he had never seen Gadget look so disheartened before.

"How's Penny doing?"

"Better," said Gadget, taking another sip of coffee. "She's still a bit under the weather, but she's eating again, thank goodness."

Gadget sighed heavily and stared down at the mug between his hands. "I shouldn't have left her alone for so long," he said after a moment.

Quimby shook his head. "She was fine, Gadget. I personally made sure that my most trusted officers checked on her every night."

"I know, Chief. And thank you again for doing that. I just…" Gadget trailed off and Quimby wondered, not for the first time, if the man John Brown was still buried somewhere deep down underneath all those wires and circuits.

"Have you heard any more from the CAS people?" said Quimby after a moment's awkward silence. He hated to bring the subject up but he needed to know what the potential fallout could be if the press got wind of the investigation, which was looking more and more likely.

"No, only this letter," said Gadget, taking it out of his coat pocket and glaring at it like it was Dr. Claw in the flesh. "Chief...some of the things they're accusing me of…" The inspector stopped and swallowed.

"Can I see?"

Gadget nodded and handed it over. Quimby opened the letter and scanned the contents, feeling a rush of anger as the words "neglect...abuse...unhealthy…" jumped in front of him. It made his stomach churn just reading the words, and Penny wasn't even his own. He couldn't imagine how he would feel if someone made those same accusations against him and threatened to take his own son away.

Quimby looked from the letter to Gadget. "Well, don't worry," he said gruffly as he handed the letter back. "I - we won't let that happen. Penny's not going to be taken from you, Gadget."

He turned to sit at his desk but froze at the inspector's next words.

"Maybe that would be for the best," said Gadget in an exhausted, uncertain voice.

Quimby gaped. "What did you say?"

Gadget stood and began to pace. "Just for a bit - give her a break from...from all of this," he said, waving a gloved hand at his person. "After all, I'm not exactly...well, not like other parents…" The sadness and despair in his eyes was clear.

"You...you...stupid son of a…"

"Really, Chief! Language!"

Quimby had heard enough. Moving with a speed that belied his small stature and advancing years, Quimby grabbed Gadget by his coat collar and shoved him hard against the wall. Gadget let out an undignified yelp and, under any other circumstances, his gobsmacked expression would have been amusing if Quimby hadn't been so furious.

"Right, you listen and you listen good, you thick-headed stubborn mule!" Quimby bit out, keeping a tight grip on Gadget's coat.

Gadget opened his mouth but Quimby shook the younger man hard. "Shut up! For once I'm going to have my say and you are going to keep your mouth shut and listen. Am I understood, Inspector?"

Swallowing, eyes wide, Gadget nodded. Quimby knew that Gadget could easily sling him across the room like a ragdoll and the fact that he hadn't even attempted to throw his boss off told Quimby his instincts had been right.

"I am only going to say this once and you'd better pay attention. I've done wrong by you, Gad - John."

The cyborg's eyes widened at the use of his given name but remained silent.

"That girl needs you, John - not a famous inspector, or a machine - but you. You're still human and I've lost sight of that. A lot of us have," he added.

Quimby released him and stepped back, watching as Gadget slowly straightened, looking completely stunned.

"I'm going to ask you this only once - on your word as a police officer and a friend - do you truly care about Penny?"

Quimby already knew the answer but he was going to force the man to say it.

Gadget looked shocked at the question before he swallowed. "Yes," he whispered. "She means everything to me. All I care about is her safety and happiness - nothing else matters."

Satisfied, Quimby nodded. "If that's the case, then," he continued in a softer but still firm tone, "I'll do whatever I can to help you both. You have my word on that, John."

Gadget nodded and before Quimby could speak further there was a knock at his office door.

"Come in," snapped Quimby, still eyeing Gadget appraisingly.

Quimby's assistant poked his head in. "Sir, Special Agent Michael Donovan from the FBI is here."

"Thanks. Send him in."

A few moments later Donovan came in. "Chief Quimby, Inspector Gadget, how ya doin'?" said the younger man, shaking both of their hands. "Good to see ya again, Inspector," he added, smiling at Gadget.

"The same," said Gadget in surprise. "But what are you doing all the way up here?"

"I think Chief Quimby should explain," said Donovan, his expression growing serious.

Quimby quickly filled Gadget in on what the Boston Field Office representative had explained to him over the phone.

"Wowsers," said Gadget after Quimby had finished. "So there's another cyborg on the loose? Is M.A.D. involved?"

"We don't know yet, but my superiors have asked that me and Russo - that's my partner - attempt to locate the fugitive for extradition. Which is why I'm here. At least we have our own cyborg on our side!" he added with a grin.

Quimby nodded. "True enough."

"Er, about that, Chief…"

Quimby knew that tone and groaned internally. "Gadget?" he said, raising a brow.

"Well, the thing is…"

"What is it? Spit it out, man!"

"My gadgets, they're not working," said Gadget finally, looking sheepish.

Donovan looked alarmed. Quimby stared at the inspector, wondering what else could possibly go wrong at this point. "You mean they're malfunctioning?"

"No, Chief, I mean they won't work at all. It's been like this for about a week. I called Professor Von Slickstein and he wasn't sure what to do about it either. He said I'd just have to wait for them to come back online naturally," Gadget added with a shrug.

"We don't have time for that!" snapped Quimby. He turned to Donovan. "Can you get me everything you have on this fugitive? Do we know where he was last spotted?"

"Already on it. Agent Russo said she'd fax the information over as soon as the bureau had more leads. Is there an office I can use?"

"Yes, go check with the secretary out front. She'll arrange a workspace for you."

"Right, thanks."

After Donovan had left Quimby turned back to Gadget.

"Go home," he said, holding up a hand when Gadget looked ready to protest. "I know you won't be able to focus until you've checked on Penny and there's nothing for you to do here, other than drive me crazy with your pacing," he added dryly.

Gadget nodded. "Right," he said, moving towards the door and then pausing to look back towards his boss. "Chief, I...thank you. For everything."

Quimby nodded. "I'll contact you as soon as we have any updates on the man's location. Now go home, and get some sleep for pity's sake!"

27 February 1986

Later that evening...

As soon as Quimby's car had disappeared around the street corner Penny drew back from the window and turned to Brain, who was watching her expectantly.

"Brain," she began but the dog was already one step (or rather, paw) ahead of her. He ran to the front door and stood at attention, giving her an anxious bark.

"You're right, Brain. Something's very wrong. Follow Uncle Gadget and Chief Quimby but make sure you stay out of sight!" she added.

Brain barked again, eager for a good chase. Penny smiled and knelt down in front of the dog, holding his head in both hands.

"Listen, Brain, because this is important. I can't explain it, but I have a feeling something terrible is going to happen to Uncle Gadget."

Brain whined and tilted his head to the side. It wasn't like his mistress to give in easily to panic or superstition.

"I know it sounds silly - I can't explain it, I just...have a feeling. Promise me you'll be extra careful." Penny gently pulled the dog's head close and rested her face against the soft fur of his muzzle. "You and Uncle Gadget are all I've got left," she whispered.

The dog whined and licked her cheek once before letting out a sharp, proud bark. Penny laughed and drew back. "Yes, you're right - you've had plenty of practice staying hidden over the years!"

Penny stood and opened the front door. Brain slowly stepped out onto the driveway, his sharp eyes scanning for anything suspicious. The rain from earlier had faded into light, misty drizzle but it wasn't terribly cold out.

"Maybe I should go with you," Penny said, biting her lower lip in concern. She couldn't shake this awful feeling of foreboding that had been building like an approaching thunderstorm inside of her chest.

Brain growled softly, shaking his head and pointing his nose firmly back towards the house.

Penny sighed and nodded. "Yes, I suppose you're right. I'd just slow you down. Be careful, Brain. Check in as often as you can, at least every thirty minutes, okay?"

Giving his mistress one more reassuring look, Brain nodded and set off at a light trot down the street in the direction Gadget and Quimby had gone.

Penny watched the dog disappear down the street and once he was out of sight she closed the front door, making sure to lock it and set the deadbolt.

Once that was done she went to the kitchen table, opened up her computer notebook, and tried to focus on the research she had been working on between catching up on her schoolwork.

She still wasn't sure exactly what Mrs. Johnson had told CAS about her uncle and her home life, but had decided that she was going to be prepared if any investigator came calling. Penny had learned quite a bit about family law over the past several days and she didn't think CAS - whatever they had put in that letter - had a lot of evidence to go on.

But as much as the thought of an impending child welfare investigation worried her, Penny was far more concerned about her uncle. His gadgets still weren't functioning - not even his trusty Gadget hand - and whatever he was involved in with Quimby, it was serious enough to involve the FBI and her uncle carrying a gun.

Penny knew her uncle had carried a service revolver in his early days as a constable but she could never recall seeing him touch one, at least never in her presence. Seeing him with a gun earlier had just seemed...wrong somehow.

Still, she was glad that he had at least that added protection in lieu of his gadgets.

It was no use. She couldn't concentrate any more.

Sighing, Penny closed her notebook and rested her head on her folded arms. She glanced worriedly at her watch. It was past eight o'clock. Brain had checked in thirty minutes ago, reassuring Penny that her uncle and Quimby were fine and that he had tailed them to a warehouse near the docks. He should be checking again very soon. At least, Penny hoped he would.

Exhausted but unwilling to sleep, Penny thought back over the past week, once again moved by the tenderness and patience her uncle had shown her during her illness. She hadn't realized how much she had longed for some sort of physical affection from him until he had actually started to reach out to her more since returning from Boston.

He had always been kind and considerate towards her, even if he was oblivious to just about everything else around him, of that she had never doubted. But that same obliviousness sometimes made it hard for Penny to talk to her uncle about certain things. She had resolved to not even bring up the topic of...well, of certain aspects of womanhood until he had found her in the bathroom that Saturday morning.

Penny still felt embarrassed over the whole bathroom incident and yet she was also deeply grateful to her uncle during that difficult first day and night of a new stage in her life.

The first night had been hellish between the pain and the nausea. Penny had managed to clean up and dress while her uncle was out, but even that had exhausted her and she had slept through the rest of the day until shortly before midnight.

Her uncle had found her in the bathroom again that night, dry-heaving into the toilet. She still remembered how he had held her, one strong arm wrapped around her waist as he knelt behind her, his other hand keeping her hair out of her face…

Five days earlier...

Gadget winced as Penny retched again, nothing coming up. She was shivering, a cold sweat dotted across her skin that he could feel from where he rested his hand against her brow, keeping her hair out of her face.

"Sorry I woke you," she mumbled once she had caught her breath. Her poor uncle was probably exhausted from having to constantly take care of her, she thought with a rush of guilt. She tried to sit up but immediately stopped when her aching head throbbed and her vision swam.

"It's fine," Gadget said quietly as he rubbed her back, unsure of what else to do. Penny seemed embarrassed again and he thought of something to distract her.

A memory suddenly occurred to him and he continued to rub her back with one hand as he spoke. "Say, Penny, remember that case I had last year in Hong Kong? The one with the stolen pearl?"

"Uhm, yes," she said, completely nonplussed by the abrupt change in topic. "We...we were on vacation when Quimby...asked you to, oh…" she broke off, wincing through another bout of pain and swallowed before she could speak again, "...to help track down the pearl thief."

"That's the one! Although I still can't for the life of me remember exactly how I had managed to end up in the sewers with the thief and uncover a smuggling ring!"

Despite the pain Penny managed a shaky smile at the memory. That certainly had been an adventure, albeit a very smelly one. "You were awfully sick for days afterwards," she murmured.

"Yes," said Gadget, his voice soft. "Do you remember what you told me then?"

It took her a moment to remember. Some virus or bug that Gadget had picked up in the sewers had made his internal systems go haywire, making him unable to eat for days as he was almost constantly throwing up a bright blue fluid that had turned out to be engine coolant.

Penny had been terrified when she had found her uncle curled up over the toilet. Gadget had tried to brush her off with embarrassed protests that he was fine, that it was just a bug and he'd be right as rain in the morning.

His devoted niece had refused to listen, and along with Brain had stayed by Gadget's side all night, wiping his face and neck with a cool cloth and making sure he stayed hydrated with plenty of water and broth.

"Yes," she said, still uncertain where this was going. "I...I said that you shouldn't be ashamed...b-because your body worked….d-differently because you were a cyborg...oh."

She blushed as she realized the point her uncle was trying to make.

"Exactly," said Gadget softly.

Penny relaxed for a moment before another bout of nausea had her leaning forward again. By the time it had passed her face and upper body were bathed in sweat again and she was no longer able to hold back her tears of exhaustion and pain. Between the weeks of worry during her uncle's assignment in Boston, the lingering weakness from the flu, and this...it was too much for Penny to take.

She was certain if her uncle hadn't been holding onto her she would have fallen face-first onto the floor. Which was actually sounding pretty good right about now.

"Oh Penny," Gadget murmured, shifting his weight so that he could bracket her more securely between his arms, his torso easily covering her own. Her legs were trembling as she knelt and he pressed his own legs closer, supporting her knees so she wouldn't lose her balance.

He hated this - he was a famous inspector and a cyborg with hundreds of gadgets, and he couldn't even help his own niece! But this sort of pain, as much as Gadget hated it, was part of growing up. At least Penny seemed comforted by his presence, he thought as another bout of retching seized her.

He felt Penny grip his forearm tightly and Gadget gently pulled her back closer against him, hoping to share some of his own warmth, slight as it was.

"D-didn't think growing up would hurt so bad," Penny whispered.

Gadget closed his eyes, resting his brow against the back of her golden head. "It'll pass, Penny," he murmured, his breath warm and comforting against her neck and shoulders.

"Will it?" Her voice sounded small and uncertain and so unlike her usual confident demeanor.

Gadget knew she was referring not just to the physical pain she was enduring but also the CAS investigation, which hung over them like an approaching storm, heavy with foreboding.

"Yes, sweetheart," he said gently. He brushed his lips in a featherlight kiss against the back of her neck in a tender gesture before kissing her temple.

Penny closed her eyes at the gentle touch, again struck by the tenderness he was showing her. She knew her uncle wasn't very comfortable with physical affection and was very aware of his physical presence in a way she had never been before. She had never really considered just how large and strong he was compared to her.

He wasn't bulky like a body-builder but lean and strong. At nearly six foot three Gadget towered over just about everyone they met. Penny had seen some pictures of him from his early years on the force that some of the older Metro PD officers had shared with her. She knew he hadn't been quite as bulky as he was now but even then he had still been strongly built, narrow through the waist with a strong torso and broad shoulders.

Penny shivered again, grimacing at the feel of her sweaty t-shirt against her skin. She had managed to clean up and dress while her uncle was out earlier but now wished she had worn something warmer than a t-shirt and pair of gym shorts.

Gadget noticed her discomfort and rubbed her arm. "Are you cold?"

She nodded and he murmured that he'd be right back. He stood and she immediately missed his presence. She kept her eyes closed, fighting back another wave of nausea as she listened to him go downstairs. There was the sound of water running from the kitchen and then he was moving back upstairs.

Penny heard the sound of a drawer opening from his bedroom before he quickly returned to her side.

"Here," he said and she lifted her head to see him holding out one of his old sweatshirts.

Penny reached for it and then stopped when the room spun.

"I...I might need some help," she admitted, feeling her face flush but too miserable to care anymore.

Gadget looked a bit surprised before his expression softened again. He set the sweatshirt aside and held out a hand but paused, looking a bit uncertain.

She remembered how she had cared for her uncle during that time in Hong Kong. He had only been wearing his boxers and a sleeveless shirt when Penny had found him in their hotel room bathroom and had been embarrassed at first. But she could tell that he was also deeply touched that Penny wanted to take care of him, eventually coaxing him to take off his sweat-soaked shirt so he would be more comfortable. It had been the first time she had seen her uncle in such a vulnerable state and it hadn't diminished her respect for him in the slightest.

"Penny?" Gadget asked and she nodded.

He had seen her plenty of times in her swimsuit before and had raised her since she was three. She figured that this wasn't really all that different. And besides, they had lived together under the same roof for ten years and in all that time her uncle had always been very considerate of her privacy.

Besides, it wasn't like she had any dignity left after today.

Gadget moved behind her again and put his arm back around her waist, steadying her so he could ease her sweat-soaked shirt off. At least she had thought to put on a sports bra earlier, Penny thought with a rueful smile. Otherwise she was certain neither of them would be able to look at each other again.

He didn't immediately hand her the sweatshirt, instead taking the warm, wet cloth he had grabbed from the kitchen. He dabbed gently at her face before running the cloth carefully down her throat, across the back of her neck and across both her shoulders, wiping away the sweat from her skin.

Penny jumped a bit, startled at the touch, but almost immediately relaxed as the soothing scent of peppermint washed over her, easing the lingering nausea.

"Does that help?" Gadget asked softly, pausing when he felt Penny tense.

"Mmm," was all she was able to get out.

Relieved, Gadget continued with his ministrations, careful to keep his touch gentle and familiar. The last thing he ever wanted to do was make his niece uncomfortable but given the way she went completely limp in his arms after only a few moments he didn't think he had to worry about that.

He still found it incredible how Penny had never seemed to be afraid or alarmed by his gadgets, no matter how bizarre they could appear. She only ever seemed distressed when she thought Gadget was hurt or ill, like that time in Hong Kong.

Even more than that was the trust she continually placed in him. Gadget knew exactly how many pounds per square inch of force he was capable of exerting with just his hands alone. Spread out his own hand easily spanned the width of her slender back. When Penny had been younger Gadget had been terrified of accidentally hurting his niece, especially when he wasn't able to fully gauge touch and pressure, and it had been the main reason he had avoided physical affection for so many years.

But he was slowly starting to get over that fear. He didn't have much choice really - his niece needed him and trusted him completely, even now in such a vulnerable state. It was enough to nearly rob him of breath when he thought about the deep faith Penny had in him.

Once the cloth was no longer warm Gadget set it aside. He wrapped his other arm around her shoulders and squeezed gently.

"Growing up isn't just only tears and pain, Penny," he said, leaning over to speak softly in her ear. "It can be frightening at times, but don't be afraid to face things as they come," he added, brushing his lips across her temple.

She nodded, too exhausted to speak, and Gadget gave her another gentle squeeze. He felt her hand - so much smaller than his own - squeeze his fingers. For a few moments they stayed like that as Gadget brushed his lips across the back of her neck and shoulders, holding her carefully as though he was afraid that Penny would shatter like glass.

When he felt her shiver again Gadget placed one last kiss against her shoulder. "Come on, back to bed with you," he murmured, helping her to pull on the sweatshirt and then stand.

Once Penny was settled back in bed (Gadget had insisted she stay in his bedroom since her sheets were still in the wash and laundry had been the last thing on his mind; he'd be just fine on the sofa, he reassured her) Gadget sat next to her and brushed her hair away from her face.

"Penny, I meant what I said earlier. Please don't ever think you have to hide something from me just because you're worried that I'll be uncomfortable.

"It's my job to take care of you," he reminded her. "If you're hurt or sick I need to know so I can help you. Please promise me you won't keep anything from me. Why, if anything ever happened to you…" he stopped and swallowed hard.

Penny nodded even as inwardly she cringed with guilt. She had been doing exactly what she had just promised not to do for years. Her uncle seemed satisfied however and gave her a smile before standing.

"I'll be downstairs, call me if you need anything," he instructed softly before heading back downstairs, closing the door behind him.

After he had gone Penny dropped her face into her hands. Brain, who had been waiting anxiously for her to return, whined and dropped his head into her lap.

"Oh Brain, I don't know what to do," she said, stroking the dog's head. "Uncle Gadget needs us, but I'm not sure how much longer I can keep doing this. I feel so guilty," she added in a hoarse whisper.

Brain whuffed softly, a question in his eyes.

"Yes, you're right. We should tell him...but not now. Someday soon…"

Metro City PD Headquarters

27 February 1986

"What? What are you...no, sir. Yes, sir. Understood. But sir, you have to understand...that's all you can tell me? No, that's... right. Yes, sir. I'll be in touch."

Quimby watched as Donovan put the phone back down with more force than necessary. It was past five o'clock and he and Donovan were the only two in the central workroom.

"Bad news?" he asked, seeing the angry expression on the younger man's face.

"Chief Quimby, I'm not supposed to tell you too much but the FBI's taken over everything."

"What are you talking about?" said Quimby sharply. "The FBI has no jurisdiction in Canada." He paused and his eyes narrowed. "I don't like being played for a fool, Agent Donovan, especially in my own station," he added in a dangerous tone.

To Donovan's credit the younger man didn't flinch from Quimby's glare. "I don't know sir. All my supervisor said was that he got orders from higher ups - no idea who - and that it's been worked out with both our governments."

"What about Gadget?"

"They said the only way he can stay on this case without his gadgets working is if he's armed."

Donovan took a deep breath and ran a hand through his dark blonde hair before looking back at Quimby.

"I swear to God, I didn't know anything about this, Quimby," he said.

The older man eyed Donovan for a moment before nodding. "I believe you," said Quimby. "It's politics - I get it. So what's next?"

"My supervisor said that the fugitive was sighted at a warehouse near the docks. I've no idea where they got their intel, but it's clearly better than what me and my partner received," he added bitterly. Donovan felt used and he hated it. He paused and took a breath.

"They're sending additional agents to the location now. We think the fugitive may have some company with him, but we don't know how many."

Quimby nodded. " Right. I'll meet you there - thanks," he said as Donovan wrote down the address and handed it to him.

"Where are you going?" said Donovan as Quimby yanked on his coat.

"To pick up Gadget."

"I'm going to pick up Agent Russo and we'll join you. Agent Davis should also be here by now with backup. I think we'll need it," Donovan added grimly.

After Donovan had left Quimby grabbed his keys but paused as he suddenly remembered something and went back into his office. He unlocked a cabinet and pulled out a police-issued revolver and shoulder holster.

He stared at the objects in his hands for several long moments, thinking back on how much had changed since...since that night.

Sighing, Quimby grabbed his hat and hurried towards his car.

Penny was pulled back to the present when she realized she had forgotten to check the mail earlier that day. Hoping there would be nothing further from CAS, she checked the mailbox and was relieved to find it empty.

As she turned to go back up the driveway towards the house a sudden movement out of the corner of her eye made her freeze. She had the sudden, unsettling feeling that she was being watched.

Before she could even think to dash back towards the house hands suddenly grabbed her from behind. She tried to shout but another hand shoved a cloth over her nose and mouth, a sickly sweet odor overcoming her.

Penny's vision swam and then there was blackness.

Donovan had just finished putting gas in his rental car when a shadow caught the corner of his eye. He had the uneasy feeling he was being watched and slowly straightened, calm and yet alert.

There! Another shadow and the tinkling of a glass bottle being moved.

Donovan stepped away from the pump and eyed a dark corner before pulling out his gun.

"Federal agent," he said sharply, raising his gun at the corner. "I know you're there. Come out with your hands up!"

The shadow moved again and then suddenly the figure that had been watching him was right in front of him.

Donovan's eyes widened in horror. "Holy mother of…" was all he was able to get out.

His pistol was ripped from his grip and crushed in an inhumanly strong hand. That same hand grabbed Donovan by the neck and slammed him against the brick wall of the station, knocking him unconscious.

Special Agent Angela Russo was pissed. And worried. Those were never good combinations, she knew, but she didn't care.

Her partner wasn't answering his phone and was late to pick her up from the hotel. As immature as Donovan could sometimes be, he was serious about his job and was never late while they were on duty.

She glared at Agent Walter Davis as the older man hastily explained what was going on.

"This is bull!" Russo snarled. "Who the hell thought it was a good idea to have me and my partner go in blind into this mess?"

"Not mine, Russo," said Davis in his heavy midwestern drawl, trying to hide his own impatience. He was getting too old for this. "Look, I don't like this anymore than you do but we still need to get to the location. Donovan may already be there."

"He'd have waited for me," muttered Russo and Davis knew that underneath her anger she was worried.

"We'll find him. Now let's go."

Brain was worried. No, scratch that, he was beyond worried. He had been trying to reach Penny through her watch for over an hour now and she hadn't answered. Brain had at first thought she was asleep - she was still recovering, after all - but he knew his mistress would have answered his calls by now.

He had been carefully watching Quimby and Gadget as they waited outside of the warehouse for backup to arrive. Both men seemed anxious and impatient and Brain suspected that whatever was going on, it was much bigger than just a case of a fugitive on the run.

Gadget had finally convinced Quimby to let him go in alone, reasoning that if there was another cyborg in there, it was better that he go first as he stood the best chance of fighting one if it came to that.

Brain had carefully tailed Gadget into the large, dark warehouse, making sure to stay well out of sight. He could see just fine in the dark and along with his other canine senses could navigate the dark maze of crates and boxes as easily as if it was broad daylight.

He caught the familiar scents of tobacco smoke (Quimby), a woodsy smelling cologne (his master's), and another smell that instantly made the dog's ears go flat against his head in anger and fear.

Penny! His girl was here, but where?

Growling softly, Brain put his nose to the ground and followed his girl's trail.

Penny came back to consciousness slowly, groaning at the throbbing pain in her head. Swallowing, she rose to her knees, confused to feel cold, damp wood underneath her hands. Where was she?

"Penny? Penny Brown?" said a voice, making her jump.

Blinking her vision as her eyes adjusted to the dim light in the room, Penny looked up to see a young man wearing a dirtied and rumpled suit sitting on the wall across from her. His head sported a nasty looking gash that was covered in dried blood.

"Who are you? How do you know my name?"

"FBI Special Agent Mike Donovan," said the man in a distinct Bostonian accent, managing to smile despite clearly being in pain from his head wound. "I'd show you my badge, but…" he sighed and shrugged his bound hands.

Donovan smiled reassuringly at the girl. "Your uncle showed me a picture of you while he was in Boston. He couldn't stop talking about ya."

"Is he alright?" Penny asked anxiously. She wasn't restrained and automatically looked down at her wrist only to realize she wasn't wearing her watch. She hadn't worn it in days and cursed herself for her carelessness.

"Not sure, haven't seen him since this morning," grunted Donovan, tugging at his bonds. "If only I had my gun!" he exclaimed. He couldn't believe he had been caught off guard and captured.

Not sooner had he spoken than the doorknob of the room they were in began to turn. They both tensed as the door opened.

"Brain!" exclaimed Penny as the dog bounded in, barking happily and licking her face. "Good boy!" exclaimed Penny. "No, I'm fine. That's Agent Donovan," said Penny. "He's a friend."

"What the…" Donovan gaped as Brain helped Penny untie his hands, chewing through the ropes determinedly. "Did...did that dog unlock the door?"

"Yes, he's a guide dog and very smart," said Penny anxiously. She helped the agent to his feet. "Come on, let's get out of here!"

"Whoa, hold on kid, me first," said Donovan, pulling the girl behind him. "Brain, is it?" he said to the dog who nodded.

Donovan shrugged, deciding he had seen stranger things than an overly smart canine.

"Lead the way, Brain."

Brain barked and started leading them to the exit.

Gadget was cautiously making his way through the main storage area when a cold, chilling voice suddenly spoke.

"Hello, Gadget. Long time, no see."

Gadget froze at the voice and straightened, turning in the direction the voice had come from. His artificial eyes were programmed for night vision and he had no trouble seeing in the dark.

"Who's there? Come out!" he demanded. He reluctantly pulled his service revolver from its holster but didn't raise it. He had never shot an unarmed person before and he wasn't about to start now, even if his quarry was a cyborg.

The speaker finally emerged out of the shadows and even though Gadget's eyes widened in shock he didn't flinch from the hellish red gaze that met his own.

"I don't know who you are, but you're under arrest!" he snapped.

The cyborg laughed. "Why Inspector, don't you remember me?"

"No," said Gadget shortly, still holding his revolver out at his side. "Should I?"

"I'm hurt. I remember you. Heard you got blown to bits years ago," the cyborg added with a laugh that sounded slightly manic. "Did they put you back together again, just like Humpty Dumpty?" he added mockingly.

"Yes, and I assure you that I'm fully functional!"

The cyborg laughed as he circled Gadget. "Not from what I've heard. But hey, no problem, Inspector. We're all here now, so we can finally get this show on the road."

Gadget didn't like how confident the cyborg sounded. "We?"

"Yup. That idiotic fool of an FBI agent. And your little niece," the cyborg added after a moment's pause.

Gadget froze, unable to believe what he had just heard. Recovering quickly, unwilling to show just how unnerved he was, Gadget shook his head. He refused to believe that this thing had been anywhere near his niece.

"Nice try, but Penny is safe at home. You're coming with me!"

No sooner had Gadget spoken then the cyborg moved with unnatural speed, dealing Gadget an uppercut that sent him flying backwards several feet. Gadget lost his grip on his revolver and it skidded across the floor.

Stunned by the blow and unused to dealing with someone that matched him in strength and speed, Gadget wasn't able to recover in time before he was flung against the far wall. He felt the wood and metal crack under the impact before he was picked up again.

"You're pathetic!" the cyborg sneered with a laugh as he tossed Gadget into a pile of enormous metal crates. The inspector landed with a crash, cracking the floor beneath him. He groaned and didn't get up.

"You've been a cyborg for what - ten, twelve years? And you can't even fight," the fugitive sneered, stalking towards Gadget's unmoving form. "Absolutely pathetic, Inspector," he repeatedly mockingly.

Penny heard voices and a crash as Brain was leading them past the main storage area, keeping close to the wall. She stopped and was horrified to see her uncle's unmoving form laying on the ground.

"Uncle Gadget!"

"Penny, don't!" shouted Donovan but the girl ignored him as she rushed to her uncle's side. Cursing, Donovan suddenly spied a revolver laying on the floor and rushed towards it.

"Uncle Gadget!" Penny cried, falling to her knees next to her uncle and shaking his shoulder. "Get up! Please, Uncle!"

Gadget groaned but didn't open his eyes. There was blood seeping from his head mixed with what looked like oil.

"Penny, behind you!" Donovan shouted.

Penny looked up at the shout and Brain's frantic barking, her eyes widening with horror as she got a good look at her uncle's attacker.

'Frankenstein's monster,' she thought.

Brain rushed towards them but the cyborg fired something from his arm. A weighted net shot out, trapping the dog underneath it.

Agent Donovan suddenly darted between them, firing furiously at the cyborg with Gadget's revolver that he had grabbed. The bullets ricocheted off of the cyborg in all directions, forcing Penny and Brain to duck for cover, Penny shielding Gadget's face with her arms.

The cyborg struck Donovan a reeling blow to the jaw, sending him crashing to the floor as he continued to advance towards Gadget and Penny. "Stay out of this - the inspector and I have an old score to settle."

"Stop it! Leave them alone!" Penny cried, still curled protectively over Gadget.

The cyborg bent down and grabbed her around the throat, his grip nearly crushing. Brain snarled furiously from underneath the weighted net as the cyborg lifted Penny clear off of her feet. The girl gasped as she stared into those inhuman eyes, terror like she had never felt before seizing her muscles.

The cyborg's face only vaguely resembled that of a man. His eyes glowed with a hellish, artificial red light and the discolored skin of his face was covered with scars and stitches, some of which oozed pus and oil and gave off a horrible stench. What little hair was left on his scalp hung in pale, wispy clumps. Part of his lower lip was missing, giving his mouth a hideous turn that resembled a crazed smile.

But what was most terrifying was the way the cyborg looked at her.

"So you're the little niece I've heard so much about," the cyborg sneered, pulling Penny close to his face. She desperately tried to shout, to kick out, anything, but the cyborg's fingers tightened and Penny stopped as bursts of color exploded in front of her eyes.

"Keep struggling and I'll snap your neck," he snarled, giving her a shake for emphasis.

Penny did stop, futilely gripping the cyborg's wrist. Terrified as she was, she didn't flinch from the cyborg's gaze, glaring at him through streaming eyes. If her uncle was dead then she was going to look his killer in the face before she joined him.

"You're such a pretty thing," the cyborg continued, a smirk spreading across his face. "You don't look anything like that idiot over there," he said, jerking his chin towards where Gadget still lay unmoving.

"I have an idea - you can watch while I finish off your dear uncle," he chuckled, his grip tightening again.

Penny wheezed, her vision graying out. There was a roaring in her ears that sounded like the screeching of metal…

Wait…that was metal, was her last thought before the cyborg's grip suddenly loosened.

Gadget struggled to his hands and knees, shaking his head. "Wowsers," he muttered, blinking to clear his vision. He was pretty sure a few screws had been knocked loose.

A noise made him raise his head and what he saw made his blood freeze.

That...that thing had his hand around Penny, around his niece, dangling her several feet above the ground by her throat as he threatened her, leered at her….

Something inside Gadget snapped.

Or rather, reawakened after having been buried for over a decade.

Gadget looked desperately around for a weapon - there! One of the steel support beams was jutting out from the broken part of the wall.

Surging to his feet, fury and desperation lending strength to his muscles, feeling more clear-headed than he could ever remember feeling in years, Gadget grabbed hold of the metal beam and pulled.

It held for a scant few seconds until suddenly ripping away with a scream of metal.

Penny fell to the ground, gasping and choking. She looked up through streaming eyes just in time to see Gadget swing out with something he was holding with both hands.

It was one of the steel support beams. Her uncle had actually ripped the beam from the wall and swung out with it. It connected solidly with the fugitive, sending the other cyborg flying backwards into the wall, where he landed with a crash that actually made the building shake.

Penny gaped, unable to believe what she had just seen. She knew her uncle was strong, but never had she seen the full force of it until now.

But even more shocking than that was the fierce expression on Gadget's normally blissfully unaware face as he planted himself between Penny and the cyborg.

"If you touch my niece again," Gadget grit out, his entire frame shaking with exertion and restrained fury, still holding onto his makeshift weapon with a grip so tight that Penny could see dents in the steel, "I'll tear you apart."

The raw fury in Gadget's voice shocked Penny. "U-u-uncle…" she coughed, wincing.

Gadget spared her a glance, his furious expression immediately shifting to concern. "Penny, get out of here! Run!"

Too shocked to disobey, Penny nodded and rushed to free Brain from the net. Donovan had regained his feet and staggered towards the girl. Penny put his arm around her shoulders and helped lead him out.

"Chief Quimby's outside, tell him to send in backup!" snapped Gadget, never taking his eyes off of the cyborg who had regained his feet and was glaring at Gadget with a mixture of shock and fury.

Donovan nodded and urged Penny along. Once his niece and dog were out of immediate danger Gadget braced himself for a fight.

"Remember, you have all the tools you need...trust them, and trust yourself."

Von Slickstein's words suddenly came back to him and he felt a surge of confidence he hadn't felt in over a decade. His gadgets may not work, but he still had his bionic strength and speed.

To his shock the cyborg didn't stay and fight but turned and disappeared down an exit. Seething at the cowardly display, Gadget tossed aside the steel beam and spied his revolver that Donovan had dropped.

Snatching up the gun, Gadget rushed out of the warehouse and onto the docks. He paused, breathing heavily in the cold night air, as he searched for any sign of the cyborg.

"Determined as always, eh Inspector?"

Gadget turned around to see the cyborg standing against one of the piers. His gleaming red eyes watched the inspector carefully, almost appraisingly.

"I always get my man," said Gadget shortly, anger still pounding in his veins.

The cyborg chuckled. "How's old Quimby doing? Still affiliated with Interpol, is he?"

"What's that to you?"

To his surprise the cyborg let out a manic-sounding laugh. "Oh, no reason. Only that I'm sure he's being well-compensated for keeping his mouth shut."

"What are you talking about?" snapped Gadget. "Chief Quimby has nothing to hide."

"Don't be so sure about that, Inspector. Maybe one day you should ask Quimby about that little 'accident' you had years back," the cyborg said, laughing again. He had been slowly walking towards Gadget as he spoke but made no move to attack him this time.

"You're supposed to be such a great inspector," he continued with a mocking smile. "Ask Quimby about what really happened that night. You know you haven't been quite right since that night, don't you?" the cyborg added, his voice dropping to a sinister whisper.

"How do you-"

"Deep down, you know there's something wrong with you. Haven't you ever wondered why you can barely remember anything from before that night?"

The cyborg paused and smiled grimly at Gadget, his expression satisfied as he saw his words hit home.

Gadget listened, feeling more and more unsettled. His mind was racing with too many questions and too many thoughts that lay long-buried in his mind. But he couldn't worry about that now. All that matter was making sure this monster never got anywhere near Penny or anyone else ever again.

He raised his revolver again, his hands steady despite his anger. The cyborg sneered.

"What are you going to do, Inspector? Shoot me? That gun won't hurt me."

Gadget glared at the cyborg before lowering his revolver.

"As I've said before, I don't shoot unarmed people," said Gadget shortly. "You're under arrest for kidnapping, murder, and assaulting a police officer."

The cyborg's smile widened, his eyes vacant and devoid of any humanity. He raised his hand, something clenched between his fingers. "I don't think so. Hope you know how to swim, Inspector."

Gadget caught a glimpse of some sort of switch and his long-buried police officer instincts screamed out a warning to him but it was too late.

There was an enormous explosion, the brilliant flash of light momentarily blinding Gadget as the sound exploded outwards. Stunned, his ears ringing and senses going haywire, Gadget was flung backwards by the blast force into the dark, cold waters of the bay.

Yes, I know I'm horrible to end it here, but I promise the last chapter will be up very soon! ;)