Back in the Digital World, there was one Digimon who, despite the changes that had happened, only had one thing on her mind, revenge.

This Digimon was none other than Lilithmon, former general of the Bagra Army, who was defeated by the Fusion Fighters during their war against Bagramon.

Having been able to reformat after her defeat in the Digital Underworld, keeping her evil Data stored within her, the demon Digimon eventually reformed into her original body, only to find that the Bagra Army was long gone, that the Digital World she once knew was no more, and what was most humiliating to her was Mikey and Shoutmon had won, with the red runt now running the shots as the Digimon King

Gone were her servants, her soldiers, her title and the power that came with it, while the stories and tales of the Fusion Fighters now working with allies to keep peace and order in this new world filled her with rage.

"One day... one day, I'll have my revenge! I'll make the Fusion Fighters pay for what they did to me, and when I crush them and their allies, nothing will stand in my way!" Lilithmon said out loud to herself as she began to laugh wickedly, at least until...

"Hey!" Yelled a voice behind Lilithmon, causing her to stop laughing and turn to see the egg-like Digimon that was Digitamamon starting at her with narrowed eyes, before he then ordered. "Stop with your evil monologuing and get table seven's order already! You're on the clock here. Time is money!"

Lilithmon felt a tick mark on her forehead as she reached into the apron she was forced to wear, pulling out a notepad, and pen before walking over to the table, seeing three Troopmon, three of whom she could have sworn once worked for her at one point, giving her their orders.

"I should really stop hiring reformed villains, but good help is hard to find nowadays, and she brings in the costumers." Digitamamon said to himself nonchalantly as he went back to the kitchen to cook.

And thus was the life now of the former General, working as a waitress at Digitamamon's Restaurant, just to make a living, and it angered her to no end.

After enduring several hours of waitering, as well as catcalls from several of the patrons, Digitamamon then instructed Lilithmon to help with cleaning up the restaurant before closing.

"Thanks for the help, sweet cheeks." A grey, dog like Digimon on his hind legs said, one of three, who happened to be wearing sunglasses for whatever reason.

Apparently, from what she had learned, these three Gazimon use to work for a Digimon called Etemon, who from what she heard was rather a pain.

'At least they're better company than the Vilemon were.' Lilithmon thought as she remembered the creepy looking Digimon that she was once Force DigiFused with.

Hoping to get the night over with, Lilithmon and the Gazimon threw the last of the trash into the dumpster in the back, before she heard a female voice say behind her. "My, my how the mighty have fallen."

Lilithmon turned to see one of the so-called Digi-heroines, a brunette and her Gatomon, smirking at her as she leaned against the wall, causing her to sneer at seeing one of the Fusion Fighters allies, wanting to attack, but knew her power was no match for the side of good now.

But before she could say anything, Lilithmon stopped, sensing the strange energy coming off the girl, something the Gazimon picked up as well, looking at one another confused as to what was going on with the brunette.

'Isn't she supposed to be some champion of Light? Then why do I get the same feeling when I was around Lord Bagra with her? And isn't her Gatomon suppose to be white?' Lilithmon thought to herself as she looked at the Digimon partner on the girl's shoulder, seeing the dark grin on the black furred feline Digimon's face.

"What do you want?" Lilithmon asked, intrigued by what she was sensing and wanting to hear the girl out.

"Well, to start, you can say I've had a... 'Change of Heart,' as to how the Digital World should be managed..." Kari started to say as she moved off the wall and faced the four Digimon, where she continued as she gained a sly smirk. "What I am offering you, Lilithmon, former General of the Bagra Army, is a place at my side, and maybe, if you behave yourself, a chance at something I know you desire... revenge, to destroy those who tried to destroy you."

Looking over at the Gazimon, Kari then added. "I wasn't looking for you three, but you could prove useful, how would you like to ditch this dump and work for another, another bringer of chaos, only without the signing and overdramatics?"

The Gazimon looked at one another, still not sure what to make of what was going on, but Lilithmon, though intrigued, needed to see if this girl was all bark and had any bit to her, where she smirked and crossed her arms as she asked. "And what if we refuse you?"

Lilithmon was then taken by surprise when Kari's smirk turned sadistic, before she heard footsteps around them, causing her to look around to see the forms of the Dark Ocean creatures move out of the shadows and the nearby forest, surrounding them.

First shocked to see the creatures, and that they were outnumbered, Lilithmon looked down at the Gazimon, only to see them looking wide eyed in fear as they looked behind her, causing Lilithmon to look back at Kari, seeing exactly what was freaking the Gazimon out.

A dark, shadow like pool began to form at the brunette's feet, before several long, spike like tendrils began to grow out of it, splitting into several more as they creaked and twisted out of the shadow, before one shot out, nearly missing Lilithmon's head, and crashed into the wall next to her, leaving a gaping hole as it retracted.

"So, what you're answer?" Kari then asked with a smirk as a dark aura surrounded her, causing Lilithmon to blink once, before gaining her own smirk as she answered with her own question. "What's first, my Queen?"

-Real World-

Inside the Kamiya residence, the TV glowed brightly, before Tai, Agumon, Davis and Veemon appeared in the lounge room.

"You really didn't have to come over, Davis." Tai said as they made their way through the apartment.

"I know, but I just wanted to make sure Kari was alright." Davis replied honestly, which made Tai smile at Davis' caring, while the older Kamiya looked on at the change in the young boy over the years, and was proud to call him a friend.

And though he didn't say anything, Tai knew that Davis really did care for Kari, though the brunette was still under the impression that Kari still had feelings for TK, and the situation was a solemn reminder of how he lost Sora to Matt.

Knocking on the door to her room lightly, Tai asked. "Kari, are you awake?"

Getting no response, Tai opened the door slightly, where Tai's eyes widened as he opened the door completely, shocking both him and Davis to see neither Kari or Gatomon there.

"Did they go out again?" Agumon asked, a little worried himself, unsure where Kari would sneak off to.

"Let me call her." Davis said as he took out his cellphone, though made sure that Tai could not see his screen, for the last thing he wanted the Digidestined of Courage to see was a photo of Kari in her cheerleader outfit as his wallpaper.

However, as soon as the phone began to ring on Davis' end, the two boys and their Digimon heard a ring coming from the nightstand next to Kari's bed, seeing her phone resting on it as it vibrated from Davis' call, leaving both boys worried about Kari and her whereabouts.

-Digital World-

"Where on earth are we?" Lilithmon asked as she and the Gazimon followed Kari and Gatomon through the dark corridors of what looked an old, abandoned military base.

"It use to be one of the bases Ken used when he was the Digimon Emperor, but after he reformed, it fell into disarray." Kari replied, before the group arrived in a large open room, where Kari moved to stand in the middle of it.

"Now what?" One of the Gazimon asked, though for some reason, he had an unsettling feeling in his stomach.

"Now the show begins, I'd hold onto something if I were you." Kari replied with a sadistic smile as she held out her hands, where Gatomon sunk her claws into the wall as she grinned, knowing what was about to happen.

The next thing that happened, a dark, purple circle appeared beneath Kari's feet, the energy causing a wind like effect as the Gazimon quickly looked for cover, while Lilithmon watched on with interest, seeing symbols that she had never seen before appear on the circle, watching as Kari's jacket and hair moved to the energy, before her smirk grew as there was a blast of energy, shooting out in all directions.

Outside, the energy shockwave blasted out of the mountain and spread in all directions, where the Digimon in the area strained as they tried to steady themselves from the blast.

However, many of them started feeling strange, as glowing, purple veins appeared across their bodies, before they opened their eyes, showing them a bright purple, where they all raised their heads and let out cries, roars, and other noises of anger, rage, and submission, submission to the Dark Queen.

The mountain, meanwhile, gave way, and from it's crumbling ruins, a black coloured rock-like structure began to float into the air, a shape that resembled Bagramon's Castle, with several pointed ends that made it resemble a star from above, and a large tower in the middle, the energy continuing to pulse out of it as it rose to the sky.

-DATS HQ-

In an instant, the alarms began to blare, and the computer screens began to show warning signs all over the map of the Digital World, causing Miki and Megumi to panic a little as they tried to collect the Data, while Thomas and Izzy looked over what they could with worry.

"Report!" Commander Sampson said as he came into the control room, being followed by those Digi-heroes and heroines that did not go home yet, along with their Digimon partners.

"There is a huge energy spike in the Digital World, source unknown. Hypnos is picking it up on their end as well. Whatever it is, it seems to be infecting the Digimon in the area." Thomas said, as the screen then showed several Digimon running away, being chased by others whose eyes were now glowing a sinister purple.

"I've never seen anything like this before." Izzy stated as he looked over the Data, not sure if this was a virus, or something else all together.

"Call everyone who isn't here in already, we need to find the source of this and shut it down." Sampson ordered, where Miki began sending out the emergency signal to all Digivices.

-Moments later-

Having arrived back at DATS, most of the Digi-heroes and heroines were confused as to what was going on, and some, namely one certain cute loving blonde and a pink haired Digidestined, complained about being woke up so late at night.

But what startled them the most was when Davis and Tai arrived, but found that Kari wasn't with them, where the pair shocked them once they told their friends that they could not find the brunette anywhere.

"We'll help look for her once we get through this, hopefully they got the alert and are in the Digital World already." Mikey said to easy the two and their friends, and though they were concerned for Kari, the quick briefing they received told them how bad things were in the Digital World right now.

"And hopefully they weren't in the area when that sudden blast occurred." JP said out loud, seeing what it had done to the Digimon and was worried to see it affect Kari and Gatomon in a similar way, if not worse for the Digidestined of Light.

He then felt an elbow in his gut, causing him to grown as he looked and saw and the angry face of Zoe, where the blonde then said. "You didn't need to say it out loud!"

"Sorry... sorry..." JP quickly replied, seeing some glaring at him, before the groups all headed to the Digi-Ports and entered the Digital World.

-Digital World-

The group of Digi-heroes and heroines all walked together as they made their way towards the center of the anomaly, with Garurumon and Gargomon flanking the group in the event they got attacked by one of the corrupted Digimon.

However, despite such a large group walking through the woods, as well as the reported attacks they had been hearing about, the group had not encountered anything or anyone so far.

In fact, it was eerily silent.

"Ok... this is way too quiet." Kazu commented as he looked around from a top Guardromon's shoulders.

"Keep your guard up. Something isn't right here." Yoshi instructed, leaving the group worried that something was about to happen.

Eventually, they reached what a wall with a ledge only a few feet above them, before they all looked up and were surprised to see the floating structure above them.

But before anyone could comment on it, they heard a collective sound of growling and groans around them, causing them to all look around to see not only hundreds of corrupt Digimon surround them, but also, much to the shock of TK, Patamon and the Tamers, the creatures of the Dark Ocean.

"What are these things?" Zoe questioned in shock, ready to grab her D-Tector in the event they got too close and needed to fight.

"Aren't these things from the Dark Ocean?" Takato asked as Guilmon growled at the growing army that was all around them.

"Yeah, they are, but why are they here?" TK asked in concern, part of him greatly worried that a dark force such as Daemon or Dragomon was the cause behind this evil.

However, the group then heard a wicked laugh above them, causing them to look up, where Mikey, Shoutmon, Nene, Christopher, Angie, and Yuu all gained angry looks as they saw Lilithmon looking down at them.

"My, my, look at all of you, it's been so long since I last saw you. And I see you brought some new friends" Lilithmon said with a smirk, her tone of mocking and malice.

"Lilithmon!" Shoutmon growled at seeing one of Bagramon's generals, where Mikey's Fusion loader glowed, before his Beelzemon came out, pointing his blaster right at her.

"Impossible, I defeated her back in the Digital Underworld. How can she be back?" He questioned.

"I could ask you the same question." Lilithmon commented in reply as she eyed Beelzemon, feeling her hatred increase at seeing the Digimon that had kept her locked in the Digital Underworld before her demise.

"I should have guessed someone as twisted as you would be behind this." Shoutmon then said, summoning his mic out as he readied to fight, while Mikey and Beelzemon prepared to back Shoutmon up, just in case Lilithmon had any nasty tricks up her sleeve.

However, they were all confused when Lilithmon laughed and replied. "Oh, I'm not responsible for any of this, I just happened to find myself at the side of someone far greater than I could ever have imagined."

Before anyone could question what she meant, they Digi-heroes all heard a loud roar above them, turning their heads up and were shocked, especially the Digidestined, to see Magnadramon floating above Lilithmon, only this Magnadramon was different from her light counterpart.

Her pink fur was now pitch black, her eyes were a gleaming yellow and her horns were more curved, while a dark smile graced her face as she stared down the various groups of heroes and heroines.

But what shocked them even more was the sight of Kari on top of Magandramon's head, a dark, almost sinister smile on her face and her a new outfit.

The brunette now wore what looked like a dark rode, with a slit down the sides to allow her legs to be seens, while a 'V' neckline allowed some of her cleavage to show, a sight that made Davis, and a few of the other guys, blush lightly, while a black cloak adorned her back.

Black, metal gloves covered her hands, with sharp nail-like tips, while pads that resembled black dragon heads rested on her shoulders.

A silver coloured necklace rested around her neck, with a black jewel at its center, while finally a black metal headband rested on her head, with spikes coming out of the top and another black jewel at its center.

But what shocked the group of heroes and heroines the most was that, along with Kari's dark smile, there was a black aura surrounding her form.

-DATS HQ-

"What!? What's going on here!?" Sampson questioned in shock, along with Gennai, who had arrived at DATS HQ not that long ago to help with the situation, as the two watched the monitors, seeing the normally sweet and kind brunette in her current state.

Though shocked as well, Miki and Megumi quickly looked over the Data, before their eyes widened even more, where Miki activated the communicator and said. "Guys... the energy source... It's Kari!"

-Digital World-

The group could only look shocked and dumbfounded at both what they were seeing and what they had heard, where Tai, not understanding what was going on, asked in a shaky voice. "K.. Kari, what happened, what's going on here!?"

"Let's just say I've had a change of heart, Tai..." Kari replied, her voice turning cold as she said her brother's name, which caused him to flinch slightly, having never heard her talk like that to him before.

"And with that change, I've realize that no matter what we do, there will always be darkness, there will always chaos in the Digital World, so, instead of fighting it, I decided to embrace it. I realized if there is one great darkness to rule, then the other evils would have no choice but to kneel before me." The former Digidestined of Light then said, her words continuing to shock her friends.

"So, join me, serve me as your Queen, and together we'll bring everlasting peace to the Digital World." Kari offered, where the group were all in shock by what was happening, but they were all sure on one thing, something was very, very wrong with their friend.

Shakingly, Davis took a step closer as he said. "Kari, you have to listen to me. Whatever you are thinking, you have to fight it. I know you, and the real you wouldn't want this."

"Same with you, Magnadramon. Something is messing with your heads." Veemon added, the concern for the Digimon of Light filling him.

"It's sweet of you to care about us, but we've made our choice and decided to go with darkness." Kari said, her smile turning slightly sweet to see and hear Davis and Veemon's continued care for her and for her corrupt partner, feelings Magnadramon shared as she focused her attention on Veemon, giving a small smile at the Digimon of Courage and Friendship.

"We're not going to join you in some mad quest for world domination, let us help you." Tai then pleaded, hoping to get through to his little sister.

But his hopes where when Kari's face turned cold as she replied with a dark tone. "It wasn't a request, it was an order."

The corrupt Digidestined then swung her arm sideways, causing an arching blast of dark energy shoot out towards the group, shocking them at first to see the energy come out of Kari, before they quickly moved out of the way as the blast hit the ground.

What happened next took everyone off guard as, before anyone could react, a black portal opened up behind Davis and Veemon, where black tendrils came out and wrapped around the pair, dragging them in, before it closed.

"Davis! Veemon!" Tai called out.

"Sorry but they belong to me now." Kari said with a dark grin, before declaring. "As do you all!"

From Kari's call, more portals opened up, catching the heroes and heroines off guard, before TK, Patamon, Izzy, Tentomon, Yolei, Hawkmon, Rika and Renamon were all grabbed by similar dark tendrils and pulled in.

And before the group could respond to this, more portals opened, grabbing Zoe, Koji, Tommy, Henry, Terriermon, as well as Marcus and his Agumon.

"Guys, help us!" Nene cried out, as she and Christopher were the last to be pulled in, throwing everyone off balance at what just happened, before those remaining then heard the snapping of fingers, looking up to see Kari smiling sadistically at them, before all the corrupt Digimon and Dark Ocean creatures began to roar and cry out, ready to attack.

Worried, Suzie picked up Lopmon, holding her before herself as she asked fearfully. "What do we do here?"

"I say we Bada Boom these suckers!" Impmon declared, casting his fingertips in flame as he prepared to attack, only for Takato to grab his arm, stop his flame and look at the brunette.

"We can't. They are being manipulated." The leader of the Digimon Tamers informed, not wanting to attack or potentially destroy any innocent Digimon mixed up in Kari's evil.

In shock, not sure what to do, or what had happened to his sister, Tai had no choice.

"Fall back, we need to regroup!" Tai called, taking a commanding role, which the group hesitantly agreed to as they all turned and ran, Garurumon helping to clear the way as they ran for the TV that brought them there.

"That's it, run! Chase them down!" Kari called out as the corrupt Digimon and Dark Ocean creatures gave chase, the last thing the remaining Digi-heroes hearing as they made it to the portal, as well as something that would haunt them all, especially Tai, was the sinister laugh of Kari, the new Dark Queen of the Digital World.