After escaping their cell by picking the lock with a broken bobby-pin, the three spies and three men entered the large basement that was cluttered with pictures that caught Britney's attention. She went over to the wall closest to them and began examining the picture closely, brushing her ebony hair away from her face so she could see the picture more clearly.

"Clover, Sam," she spoke. "I think you should see this."

All of them gathered towards Britney. Sam and Clover glanced at the picture that Britney was pointing at. It was of them in their battle with the Ringmaster. That had brought some painful flashbacks to their minds.

"How-!?" Clover hissed.

"This is our mission to catch the Ringmaster," Sam said as she looked at the picture next to it. "These are all in order by our missions."

Britney began walking down towards a picture where she saw her with Sam and Clover. That was when she first became a trainee.

"This is our mission to catch Willard," Britney paused. "My first mission with you girls."

The three men began looking around the room, seeing the pictures circle the walls.

"Did you know about this, William?" Sam asked.

"I was never allowed down here," he answered. "I obeyed that, I was too afraid of the consequences if I did."

"How long have you been doing this?" Connor asked, his eyes were locked on Clover.

"Since high school," Clover replied, answering Connor's answer.

"When the three of you had a crush on me, since I was new," David paused. "Who were you after then?"

Sam walked over to a picture of a man who cheated his way to win the gold for his country. David followed after her.

"This man right here," Sam answered, placing a finger against the glass of the picture frame.

"Isn't that the coach for the Zanzibar Olympics team?" David asked after studying the mysterious character in the picture for a couple moments.

"I can still hear the sounds of his stupid micro-bugs climbing deep into my ears!" Shivered Clover.

"Micro-bugs?" Connor questioned.

"Coach created these micro-bugs that he fed into his team to give them the strength, agility, and knowledge about any sport," Sam paused. "In this case: Winter Sports."

"So even though Zanzibar is a tropical island, the micro-bugs turned them into super athletes?" Britney asked.

"Exactly it," Clover replied.

There was soon the sound of a creaking door opening from behind them. William was the first to turn around and gathered the others around behind him. A black silhouette came in following another before the door closed behind the mysterious figures. The first began laughing as it turned around to face the light, the mask that haunted William in his nightmares was staring right back at him.

"I shouldn't have expected anything less from you Totally Spies," the man laughed. "You were bound to escape that cell of yours."

"You don't have to wear that mask, creep," Clover growled under her breath. "We know who you are."

"Calm down, child," Wilber said. "I only came to bear news on your operations."

"Like we will let you scar our chests like you DID to Alex!" Yelled Sam.

"Let him finish!" The young man at the side of Wilber ordered.

"Now, Marcel," Wilber paused. "No need to be rude to our guests."

Marcel let out a huff.

"You," Wilber pointed to Clover. "I will begin your operation within the hour. I do believe Connor will make the perfect mate for you."

"You're sick!" Connor yelled.

"I do love Connor," Clover admitted. "But, you… you are SICK!"

"You," Wilber pointed to Sam next. "I will do yours in three hours. David will be the right match."

"You snake!" David hissed.

"How can you stand there and talk like that?!" Questioned Sam.

"And finally, you," Wilber pointed to Britney. "My half son will be your mate."

"I do like the way she looks, father," Marcel spoke.

"Think again, jack!" Britney replied.

The look on Marcel's face and in his eyes changed.

"I couldn't say it better myself, my dear," he said.

He pulled out a .42 caliber pistol from his coat and pointed it behind his own father's back. William's eyes widened, being the only one to have seen Marcel pull the gun from his coat and taking the safety off. He stood up to stop his half-brother… only to be too late. Marcel had pulled the trigger. The bullet had hit Wilber deep in his chest. William ran over and caught his father before he fell to the ground, everything seemed to happen in slow motion to him. Marcel smirked as he looked down at him, he dropped the pistol since there were no more bullets inside. He reached into his pocket and pulled out a medical trigger that was silver in color.

"Tell me something, Marcel," William paused as he lifted his head to look at his half-brother. "Why?"

"He was leading us to disaster," Marcel answered. "He needed to leave."

"So, you shot him?" William questioned.

"Times are changing, William," Marcel paused. "There's still a chance for you to join us."

William's eyes widened as he looked at him. His mind and heart were conflicting at that moment of time. However, he could hear the voice of his mother calling to him, saying no. He could also hear Alex's voice.

"Not a chance, Marcel," William replied. "My life is perfectly fine without the cult in it."

"Fine, if that's your answer," Marcel spoke as he dropped the medical object from his hand. "Have fun figuring out what that is and what it's used for."

Marcel walked out of the room, slamming the door shut and locked it behind him. They could hear him laughing until they couldn't hear it. William held his father in his hands, he took off the mask to see his father more clearly.

"W-William… p-please," Wilber paused. "S-Stop your b-brother."

"We will, Father," William promised.

"H-He might be… g-going t-to-," Wilber coughed, handing him the medical object. "Take this."

"What is this?" William asked.

"W-William, I wi-will try to g-give your mother your l-love," Wilber said before he took his final breath.

William's eyes widened, his own father had passed in his arms.

"Father!" He cried.