With the Digital World now in crisis, DATS offered to allow the remaining heroes and heroines to rest at their HQ until the crisis was over.

And while they took the offer, none of the group were able to sleep well, from seeing what had become of Kari, Gatomon, Davis, and Veemon, to the knowledge that the corrupted Digidestined of Light most likely controlled the rest of their captured friends and family, and to the fact that both Takato and Guilmon were still unconscious in a hospital room a few halls down.

When they awoke the next morning, the group was shocked to see that the situation had only gotten worse in the Digital World, with the dark storm having doubled in size, and the Corrupted now attacking villages and cities in the Digital World.

"Alright, this operation will be two folds, information gathering, and possible rescue operation." Sampson said as he looked at the group, who were all eager and nervous to go back to the Digital World.

"Tai, Matt, you two will take the lead. BlitzGreymon and CresGarurumon will be needed if ShadowforceVeedramon attacks again." Sampson then added, which caused both older Digidestined to shutter as they remembered how strong Davis and Veemon were, both knowing in their hearts that they got off easy last time.

"Sora, you and Biyomon will provide air support as needed." Sampson then said as he looked at the orange haired girl and her partner, who both nodded their heads in reply, before he looked at the rest of the members he picked and said. "And in the event Davis and Veemon aren't alone, Takuya, Ryo, Cyberdramon, Yuu and Damemon will provide support."

The three boys nodded, though they hoped they would not have to fight their friends if it came to it.

Meanwhile, a certain blonde that was standing next to Yuu was confused after hearing all this as Airu had to ask. "Why did you ask me up here then?"

"For you skills in trapping." Yamaki replied as he stood next to Sampson, before he then elaborated. "If possible, we need to try and capture Davis and Veemon, or any of the others, so that you can bring them back here and we can see if we can help them."

Everyone nodded in agreement at this, if they could capture one of their friends, they would have a better chance of freeing them from Kari's control, and maybe get some answers into what she was planning.

"Alright, let's get going guys, but be careful, Davis and Veemon were tough for us to fight, I'm not even sure that they were using their full strength against us, so we don't know how strong the others are, be on your guard." Tai said to the group as they made their way to the Digi-Port, while the rest wished they were going as well,wanting to end this nightmare and save their friends.

-Kari's Fortress-

With Gatomon on her shoulder and Lilithmon at her side, the Dark Queen stood over a balcony, looking over an indoor arena as she watched her pets train and spar with one another.

Closest to the balcony, Davis and TK were sparing with their swords, the enslaved Digidestined of Hope now wearing an outfit similar to Davis, while Davis now had a silver icon on his chest, which resembled a crescent moon, with the top missing, a gift from Kari to let others know that the maroon haired boy was her champion.

Both enslaved Digidestined showed no emotion as they sparred, moving at speeds no human would normally move at, trading blows with one another as they fought.

Near them, Henry and Izzy, both also wearing outfits similar to Davis and TK, sparred with staves, with Henry's Tai Chi showing as he fought, while Izzy slowly but surely kept up, both only focused on following their Mistress' commands to fight.

On the other side of the arena, Rika, Zoe and Nene were engaged in their own training, their bodies moving quick and gracefully as they traded blows with one another, each holding twin short swords in their hands as they fought.

Each were cast in loose fitting black clothing that showed off most of their bodies, showing off their arms, legs, stomachs and cleavage, while adding to their new clothing were a set of black armbands, black chokers and a set of black circlets that rested around the top of their heads, where each circlet was implanted with a glowing black stone, a fragment of Kari's power.

And looking at them, Kari knew that behind their seductive appearances, she could command them to take down any opponent she desired.

Near them, Yolei, who now had her glasses off, was now wearing a black, ninja style outfit, with a purple vest over her shoulders that had two black sashes hanging down from her back, ending just over her knees, while a black face mask covered her mouth and nose, where she was assigned as the Dark Queen's assassin.

And with a black katana in hand, the enslaved Digidestined of Love and Serenity easily dodged the attacks of her partner, Shurimon, who was now black in colour, with dark green leaves on his shoulders, as he and Yolei continued to spar, their blades creating sparks each time they struck one another.

Across from them, Christopher and Marcus sparred, both dressed as the other men were, with the enslaved former general of Blue Flare using a sword similar to Davis and TK, while Marcus had a pair of strange, metallic gloves set on his fists, which glowed with a dark aura, that he used to block Christopher's attacks, while the blond moved out of the way each time Marcus' fist came too close.

Finally, both Lobomon and Korikakumon were dueling one another, both just as emotionless as the others, while both looked different in appearance, with the enslaved Warrior of Ice now having black fur instead of white, while the enslaved Warrior of Light now was red instead of blue, with his energy swords now crimson in colour, where it clashed against Korikaumon's axes as the pair continued in their combat, trying to take the other down and showing no care or feeling as they attacked each other.

As she continued to watch the various groups combat one another, facing Kari, Lilithmon asked. "My Queen, if I may ask, why are you having your puppets fight each other and train like this?"

From the question, Kari grinned as she continued to eye her mindless pawns.

"Do you know the one weakness of the Digidestined, most of the Tamers, the team from DATS, and even the Fusion Fighters, that most of their enemies, even you at times, missed?" The Dark Queen asked in reply, her words an interest to Lilithmon.

"It is that, at the end of the day, it is their Digimon doing all the fighting, while all they do is stand on the sidelines and watch. If any of their enemies had been smart to take out Tai or Matt, then their Digimon could not Digivolve at all. And had Mikey been removed before he got the chance to use his Fusion Loader, then Shoutmon would remain in his pitiful form. This is an advantage we will use. While most of them sit back and watch the fight, my puppets will finish them before they have a chance to act." Kari said with a dark smirk, looking forward to seeing the look on some of the other's faces as their loved ones try to end them.

"You continue to impress me with your thinking, my Queen." Lilithmon commented, smirking as she stated. "You make Bagramon look like nothing more than a feeble old man."

Laughing at Lilithmon's words, Kari then suddenly turned into a dark mist, moving down from the balcony, before reforming on the arena floor.

Instantly, all the sparring and fighting stopped as the enslaved Digi-heroes and heroines all knelt, falling to a knee before their Queen, while Lobomon and Korikakumon returned to their human forms, showing Koji and Tommy wearing the same outfits as the other men Kari had enslaved.

With dark smile, Kari walked between her pets, toward Davis, where she caressed his cheek as she went by, while the red tint in her eyes glowed slightly, smiling at the Motomiya as she then said. "Together, we will usher in a new era for the Digital World, one under my rule! Any who stand against me shall either submit or fall!"

"We live to serve you, my Queen... all who oppose you will fall..." The twelve enslaved humans and Shurimon said in unison with vacant tones, which caused Kari's smirk to grow.

But then the Dark Queen sensed something, closing her eyes as she focused, before her smirk turned more sinister as she reopened them and said. "Looks like they're back. I think it's time to give them a 'warm' welcome."

-A little bit later-

Sticking together, the team of Digi-heroes and heroines made their way towards the edge of Kari's growing domain, with BlitzGreymon and CresGarurumon in the lead, both keeping an eye out for enemies as they flew close to the ground.

Meanwhile, Sora on the back of Birdramon above them, the Digidestined and Digimon of Love both also keeping an eye out for trouble, while finally, behind BlitzGreymon and CresGarurumon, Justimon, BurningGreymon, Tuwarmon and Cho Hakkaimon were keeping up with the Digidestined, with Yuu and Airu in Tuwarmon's arms as the group kept quiet, each lost in their own thoughts at the idea of having to fight their friends, with Yuu and Matt both worried about fighting their siblings, while Takuya hoped he would not have to face Zoe any time soon.

Out of all of them, however, the one most lost in thought was Sora, who looked sadly at the forms of BlitzGreymon and CresGarurumon, knowing that inside those Digimon forms were her boyfriend, and the man that she loved, even though she was with another.

She knew both Tai and Matt were hurting at the moment, with Kari lost to darkness and TK under her thrall, Sora knew that they would do or give anything to end this living nightmare and make things better.

Sora's thoughts then turned to Kari as she thought about the young girl she often viewed as the younger sister she never had, remembering the kind, caring girl she once was, before remembering what she had become.

'I should have seen something, I should have talked to her.' Sora thought to herself, remembering the day before when the brunette snapped at Yoshi and Lalamon, a clear sign that something was not right with the Digidestined of Light.

"Sora, are you alright?" Birdramon asked as she looked up at her partner with concern.

Smiling down at Birdramon, Sora started to reply sincerely. "Yeah, I'm alright, just..."

"Incoming!" Tai called out through BlitzGreymon as he and CresGarurumon stopped, causing the others to stop and look up, seeing ShadowforceVeedramon heading straight for them, and he wasn't alone.

"What's that ugly thing?" Airu asked as she looked at the Digimon flying next to the corrupt knight Digimon.

Only a moment later did BurningGreymon's eyes widen as he said in shock. "That's ShadowSeraphimon!"

Hearing this caused the blood in Matt, Tai and Sora's veins to run cold as the Digidestined of Friendship asked. "What did you call it?"

Back at DATS, everyone else was watching in shock, where JP decided to explain as he told those watching with him. "It's a corrupt form of Seraphimon, Mercurymon turned into one using our Seraphimon's Data when he was evil. He is one piece of nasty business, he nearly punched out Takuya's light for good."

Hearing this, Miki looked over the Data on the new Digimon, seeing a familiar energy signature as she relayed through the communicators. "Guys, that Digimon has human Data within it, it's a Biomerged form."

Hearing this caused Matt's eyed to widen as he made CresGarurumon rush towards the corrupt angel Digimon, calling out with joy. "TK!"

"Matt, wait!" Tai called out through BlitzGreymon, but it was already too late.

"Strike of the Seven Dark Stars..." The combined voices of TK and Patamon said through ShadowSeraphimon in vacant tones as he stopped and brought his hands together, causing seven black spheres of energy to form, before shooting them out directly at CresGarurumon.

Gabumon had just enough control to raise his Biomerged form's blade to block the attack, causing both him and Matt to cry out as they were pushed back, where BlitzGreymon moved close to him as the two stared at ShadowforceVeedramon and ShadowSeraphimon, who both floated side by side, staring at them with no emotion.

"Alright guys, let's give them support!" BurningGreymon exclaimed, getting nods from Justimon, Tuwarmon and Cho Hakkaimon, who put Yuu and Airu down, as the four were about to move and give BlitzGreymon and CresGarurumon support against their mind controlled friends.

"Hurricane Wave..."

"Spirit Strike..."

"Heartbreak Shot..."

Hearing the familiar attacks, the four Digimon first braced themselves as the twisters come at them, before quickly moving out of the way from the next two attacks.

Avoiding the sudden ambush, all were in shock as they stared at the dark figures of Kazemon, Sakuyamon, JetMervamon, and Nene staring down at them vacantly from a nearby ridge, shocking the heroes at seeing how different their friends looked.

Both Kazemon and Sakuyamon's sets of armour were now black instead of their normal pink and gold, with Sakuyamon's staff now silver in colour.

JetMervamon, meanwhile, looked exactly the same, save for her glowing purple eyes and the blank expression on her face.

Finally, the group took in Nene's new outfit, causing a few of the guys, even those watching, to blush lightly at seeing her in such an exotic attire, while Takuya absentmindedly thought. 'Is Zoe dressed like that now?'

But focusing quickly, Takuya slide evolved into Agunimon, where he, Justimon, and the two Fusion Fighter Digimon got into fighting stances as they looked up at the girls.

"By order of the Dark Queen, you are to forfeit yourselves or suffer..." Kazemon declared in a distant voice as she continued to gaze mindlessly at the heroes and heroines.

"Her will is absolute, any who oppose it will fall..." Sakuyamon then said in the vacant voices of Rika and Renamon.

"We are her Maidens... her swords... we will destroy any who stands in her way..." Nene finished in her own vacant voice as she stared down at the group, her distant expression unnerving Yuu as he looked at his sister with a great concern.

Raising his arms high, ShadowSeraphimon then declared in his own vacant tone. "Her will is law... The Digital World hers'... Surrender, or be swept aside in the ashes of the old world..."

Hearing their friends, siblings and loved ones mindlessly praising Kari, while threatening to eliminate them, sent a chill down the heroes' backs, where they each tried to reach out to them, where Matt then called. "TK, you have to fight it! You've stood against the darkness before and you can do it again, please listen to me!"

However, the concerning words fell on deaf ears as ShadowSeraphimon shot forward, tightening his right hand around CresGaururmon's throat, before striking.

"Shadow Starburst..." He declared mindlessly, where surges of black coloured lightning ran along his body and around his arm, electrocuting CresGarurumon, who cried out from the pain.

"Matt!" Tai called out, but had to quickly duck and defend himself when ShadowForceVeedramon's Shadow Sabre nearly missed his head, seeing that the corrupt Digimon of Miracles would be his opponent.

"Dragon Impulse X..." The Dark Knight Digimon then called out as a black aura surrounded his being, taking the form of a pitch black dragon, before ShadowforceVeedramon shot forward, preparing to slice BlitzGreymon to pieces.

"Elec Guard!" BlitzGreymon announced in retaliation as a sphere of electricity surrounded him, protecting him as ShadowforceVeedramon and his attack collided with the barrier, causing Tai and Agumon to groan as the energy hit them, before the Biomerged form of Davis and Veemon backed off, showing no pain after clashing against the electrical wall and waited for his believed enemy to call off his defences so they could combat once again.

Meanwhile, Agunimon, gave off a groan as he dodged Kazemon, backing away as the corrupt Warrior of Wind had gone for a close range set of attacks, not only sending several familiar kicks his way, but threw in a few punches.

'Zoe, what did Kari do to you?' Takuya thought from within Agunimon, bringing his arms up as Kazemon tried to strike at him with a roundhouse kick, groaning from how strong it felt as he then thought. 'I knew Kazemon could fight, but never like this.'

With Tai, Matt and Takuya all seemingly on the losing end of their battles, victory had escaped Justimon's grasp as he was forced to face Sakuyamon, causing a conflict within the Mega Level Digimon, where Cyberdramon wanted to fight, but Ryo was reluctant in hurting somebody who was just being controlled.

"Rika, I know you are in there. You are stronger than this. Whatever Kari did to you, fight back!" Justimon called, causing Sakuyamon to fight back, but not the way he intended.

"Those who stand against the Dark Queen will be punished..." Rika said though Sakuyamon, taking full control over the shaman Biomerged body as she set her Kongou Shakjou spear upon the ground, harnessed its power as she attacked.

"Amethyst Mandala..." She called, casting out her spiritual energy, only it had taken a purple mist-like form as it shot out and slammed into Justimon's body, knocking him down from the sheer force of the attack.

Groaning, Justimon slowly sat up, before Cyberdramon yelled Ryo's name, taking over himself as he rolled to the side, where the brunette was in a state of shock to see Sakuyamon stab down at where he had fallen, knowing if Cyberdramon hadn't interfered, then Sakuyamon would have stabbed right through his head.

'Dang it, this isn't good.' Ryo thought as Justimon got up, before finding himself on the defensive as Sakuyamon closed the distance between them, moving quickly as she swung her staff at him, as well as delivering a series of graceful, but powerful kicks.

And with the last of the heroes and heroines, while it was two against one, having Digifused with Sparrowmon, JetMervamon was more than a match against Tuwarmon and Cho Hakkaimon.

And with Kari's dark power filling her, JetMervamon continued to show her upperhand in their fight.

"Heartbreak shot..." The Digifused drone announced with a vacantness in her voice, tapping into Sparrowmon's electrical power as she unleashed a series of volts at Tuwarmon and Cho Hakkaimon, which forced the pair to dodge the attacks as best they could.

"Guys, watch out!" Yuu called out, worried as he watched Tuwarmon nearly lose his head from a swing of JetMervamon's sword, while Airu kept close to Yuu, actually showing her fear at having to fight her friends, hating the conflict that was occuring.

However, at the next moment, thanks to his training with his Digimon partner, Yuu quickly grabbed Airu and ducked with her, each safe as Nene's twin blades swung just where their heads were, before the enslaved idol spun around and kicked her brother in the chest, sending him skidding across the ground a bit, showing no emotion in her actions.

"Yuu!" Airu called in a great concern, horrified to see the older of the Amano attack her sibling, where the blonde rushed over to check on the status of the blonde, while Tuwarmon and Cho Hakkaimon got before their partners.

"If you want them, you'll have to get through us." Cho Hakkaimon declared.

"I don't want to fight you, Nene, but in order to ensure Yuu is protected, I must do the right thing." Tuwarmon added as he took to a more battle ready stance.

"Digi Ninja Art: Spider Bind!" He then called, trying to catch Nene off guard and restrain her as he launched out an electrical web from his hands.

But to his shock and surprise, Nene moved in a graceful manner, cutting the webbing like it was nothing with her swords, before launching herself at Tuwarmon, reaching him at incredible speeds, where she jumped up and delivered a roundhouse kick to his head, sending the ninja Digimon falling back in pain, where Cho Hakkaimon looked at the fallen form of Tuwarmon with a great amount of shock, recalling how tough it was for her to land a single hit on him.

"This is not going to be easy." Cho Hakkaimon thought aloud as she faced Nene, shaking off her fears and readied her spiked hammer.

"But for my friends, I will clobber you." She declared, her eyes burning with determination as she brought up her weapon and exclaimed. "Hard-Swung Homerun!"

Slamming her hammer down with a tremendous force, Cho Hakkaimon seemed to lose control of herself as her attack devastated the area around her, breaking up the ground around the strike and plunging the weapon into the breaking land.

However, Cho Hakkaimon refocused, her eyes filling with shock to see Nene had avoided the attack and the damage that came with it, landing on the end of her weapon, where she stared mindlessly at the puppet type Digimon, before quickly running up the length of the hammer, delivering a similar kick that she had given Tuwarmon, causing Cho Hakkaimon to cry out as she was knocked back.

Nene then backflipped off her opponent, landing on the ground as JetMervamon hovered right next to her, both staring vacantly at Yuu and Airu, who were both terrified at what was going on.

"What in the world did Kari do to them!?" Kazu questioned as he and the others watched from DATS, all shocked to see the strength and power their corrupted friends were displaying.

Having freed himself of ShadowSeraphimon's grip, CresGarurumon backed up, before Gabumon said to his partner through their link. "Matt, they're not listening. We have to fight them. I know you don't want to hurt TK, but it's the only way we're going to get through to him now."

Getting out a frustrated growl, Matt agreed with Gabumon, where CresGarurumon got into a fighting stance as he glared his opponent down.

It was then that he noticed ShadowSeraphimon extend his right hand out to his side, seeing a shadow-like mist form in it, before it took the form of a black sword, where the corrupted angel charged at his opponent, causing CresGarurumon to go on the defensive once more as he blocked the blade with his own.

Meanwhile, Tai and Agumon were learning the major disadvantage of BlitzGreymon, seeing that the form lacked any real melee abilities as he dodged ShadowforceVeedramon's strikes, moving back and using his hand and shoulder cannons to fire blasts of electricity at the corrupt knight, only for him to use his speed to dodge them and close the distance between them once more.

"Davis, you're really starting to piss me off here." Tai said through BlitzGreymon, where the Biomerged Digimon pushed ShadowforceVeedramon back, bringing his shoulder cannons to bear and calling out. "Thunder Vernier!"

"Tense-Great Shield..." ShadowforceVeedramon declared in reply, holding out his hands as a black energy shield formed in front of him, deflecting the electric attack, but pushing the corrupt knight back a little bit more.

Realising that he needed to fight back as well, Agunimon went on the offensive as sparks of fire burned on his hands, where he then called out. "Pyro Punch!"

Throwing the punches at Kazemon, releasing the flames from his fists, Kazemon dodged the attacks with little to no problem, before she returned the attacks with her own.

"Tempest Twist..." She declared distantly as she got on her hands, spun at Agunimon and kicked him in the chest with a whirlwind kick, knocking the Warrior of Flame down and damaging his body.

"Thunderclap!" Justimon called out, meanwhile, slamming his robotic hand into the ground and sending a shockwave of electricity at Sakuyamon.

However, the corrupted shaman Digimon merely jumped in the air, easily dodging the attack as she prepared one of her own.

"Thunder Kick..." Sakuyamon then declared in a distant voice, before she shot down like lighting, kicking Justimon in the chest and sending him flying back, skidding against the ground as he did so.

While all the fighting was going on, Sora remained on Birdramon's back, watching in horror as her friends fought one another.

"Sora, we have to help them." Birdramon called out, snapping Sora out of her shock, where she nodded and started to say. "Right, we need to..."

"What exactly do you think you can do?" Asked a familiar voice that caused Sora and Birdramon's eyes to widen, turning their heads to the right to see a shadow take form next to them, appearing almost human as it took on Kari's form, its eyes glowing red and what looked like a smirk forming on its face.

"Do you really think you can change the situation?" Kari asked, grinning as she stated. "Face the facts, you are weak, you can't do anything to stop me. Sure, you might have Birdramon to call upon, but without her you are just as weak and as powerless as the next person. All you really are doing is getting in the way. You are more of a burden than any form of assistance, so why don't you just do the smart thing and give up? Maybe if you beg, I'll make you a lieutenant of my Dark army."

-Kari's Fortress-

Lilithmon looked at the view pool with interest, before looking over at Kari, seeing the Dark Queen sitting back on her throne with her eyes closed, causing the Demon Digimon to realize that Kari was projecting herself onto the battlefield.

Meanwhile, his curiosity getting the better of him as one of the Gazimon slowly approached the throne, reaching out to touch Kari's hand.

"I wouldn't do that if I were you." Gatomon said with a smirk from the right armrest of the throne, getting the Gazimon's attention, before turning his head, gulping as he saw that the shadowy guards were circling around him, their swords ready to strike, causing the Gazimon to put up his hands as he slowly returned to the others and resumed watching.

-Back outside-

Shaken both by the appearance of the shadow replica of Kari, as well as the cruel words she had said, Sora regained her confidence and asked. "Kari, what happened to you? Where is the sweet girl who wanted peace, who wanted Digimon and humans to live together? Where is the girl I've always seen as a sister? Please, let me help you!"

"Yes, the girl you said you'd always be there for. The one you told all your secrets to. The one you told that you loved my brother and dreamed of marrying him, only to betray him when it suited you." Kari replied with a dark smirk, causing Sora's eyes to widen, for Kari was loud enough that BlitzGreymon and CresGarurumon could hear Kari's words.

"What!?" BlitzGreymon questioned, stopping for just a second, which proved to be a bad move, as ShadowforceVeedramon's fist collided with his face, sending him flying back.

"Not that he was any better, Tai was, and still is, too much of a coward to tell you that he loves you anyways." Kari then added, smirking as she saw Sora shaking a bit.

From Sora's surprise and sensing the faint hostility BlitzGrymon and CresGarurumon were giving each other, Kari grinned as she asked with an obvious false innocence."Sorry, was that supposed to be a secret?"

"I mean, Matt knew you both loved each other, but didn't care. For someone chosen to be the Digidestined of Friendship, he sure knows how to stab someone in the back." The Dark Queen then said with a smirk, loving how she was stabbing in the right places.

"Kari... please, stop..." Sora begged with tears in her eyes, not wanting the situation to get worse, especially with the group in the middle of a battle, part of her ashamed at what has been said, and part of her happy to hear that Tai felt the same way she felt toward her.

Letting out a dark laugh, Kari rose her hands, where her enslaved puppets stopped attacking as dark portals opened behind them, ShadowforceVeedramon, ShadowSeraphimon, Kazemon, Sakuyamon, Nene and JetMervamon all stepping back into them as they closed, leaving the battle weary heroes and heroines alone with the projection of the Dark Queen.

"Alright Sora, I'll stop... this part..." Kari said with a smirk, before adding wickedly. "But I'll leave you with a new friend to play with."

Raising her hands, another black portal opened on the ground below CresGarurumon and BlitzGreymon, where four large tendrils popped out, causing the heroes to think that Kari was trying to grab another one of them.

But that assumption was proven wrong when, much to their shock and horror, a large black hand with razor sharp claws popped out of the vortex and slammed into the ground, followed by another, where a terrifying figure slowly pulled itself out.

It was large human-like being, around the size as CresGarurumon, standing on two legs, shaded in black, where the tendrils were coming out of its back.

But what frightened the group the most was the face, where it had no eyes, but they felt as though the dark being was looking at them.

Opening its mouth, showing sharp yellow teeth like a shark, the creature then let out a loud and terrifying roar.

"What is that!?" Most of the group at DATS called out in shock and fear.

Looking over the Data, Miki slowly replied in a fear full voice. "There... there is no Data... whatever it is, it's not a Digimon..."

-Kari's Fortress-

Lilithmon looked at the creature being projected in the pool, before turning and looking at one of the throne room guards, where its head slowly turned to her, causing her to see a pair of glowing, red eyes, and a demonic smile through the shadow of its hood.

Whatever it was, it was the same as the creature the Dark Queen just summoned, and it unnerved Lilithmon.

-Outside-

"Have fun." Kari said with a smirk as her shadow faded, while back on her throne, her eyes opened and a dark smirk formed on her face as she watched the battle begin.

Moving quicker than anyone could imagine, the shadow creature rushed up at CresGarurumon, putting its hands together and slammed them onto the beast knight's head, sending him crashing down into the ground as Matt and Gabumon both cried out in pain.

"Plasma Stake!" BlitzGreymon called out as he rose his hands, firing blasts of electricity at the beast, only for his attacks to bounce off of its body, where the creature turned and rushed at him, hitting him with the same amount of strength it did CresGarurumon, sending him crashing into the ground below.

With two the Biomerged Digimon down, the black creature just looked them down.

"Try this on for size!" It then heard Tuwarmon call, causing it to turn and saw the ninja Digimon charging at him, where it prepared to combat Yuu's Digimon, unaware that Tuwarmon had a trick up his sleeve.

"Digi Ninja Art: Hermit Restoration!" Tuwarmon suddenly announced, catching the shadow creature off guard as she drew out a paper scroll, where a cloud of smoke shot from the seal and Cho-Hakkaimon appeared, closing the gap between her and Kari's dark creation.

"Have a taste of my Rocket Rake!" She yelled, slamming her weapon into the left side of the dark creature's face, grinning as her attack made contact, where she anticipated that she would be the victor, or the very least, she'd smash a few of its teeth out.

But to her shock, the tip of the spike that hit the creature's face shattered on contact, like it hit something much stronger than what her hammer was made of.

And unable to react, both Cho-Hakkaimon and Tuwarmon found themselves quickly wrapped up in the creature's tendrils, where it smashed the two together, before throwing the Digimon at Birdramon at such speed that the crashed into her, causing the three Digimon and Sora to cry out as they went crashing into the ground.

"Sora!" Tai cried out through BlitzGreymon, where he shakingly stood up, along with CresGarurumon and Matt called out. "Hold on, we're coming!"

Around Sora, the three Digimon had reverted to their Rookie forms, where Damemon and Biyomon struggled to pull Opossumon to her feet, while Sora looked over and saw the shadow creature slowly walk towards her, opening its mouth and revealing its fangs again as it got closer and closer.

"Sora, get out of there!" Agunimon called out as he tried to reach the Digidestined of Love, only to get swatted away by one of the beast's tendrils.

"Hey ugly, fight me!" Justimon then declared as he charged the beast, only for its hand to move out and smack the cyborg Digimon in the face, sending him flying back.

With Justimon down, the creature turned back, facing Sora, where it continued to advance toward her.

"No good! No good! Very no good! It's coming right for us!" Damemon panicked, where Biyomon and Opossumon also felt despair filling their bodies.

However, to the shock of the Fusion Fighter Digimon, Biyomon pushed herself forward, bringing up her arms as she stood before Sora.

"I... I won't let you harm Sora..." Biyomon panted, knowing she was no match for the creature, but couldn't bare the thought of seeing Sora meet her demise, feelings Damemon and Opossumon shared as each pulled themselves ahead and joined Biyomon, where Damemon withdrew his set of tonfa, while Opossumon readied her balloons, just hovering a few centimetres off of the ground than her usual portioned height.

'Is this all I'm good for? A damsel in distress? Is Kari right after all?' Sora thought to herself as she watched the creature approach her and the Digimon.

"Sora..." Biyomon then said, getting her partner's attention as she added. "I know you are thinking that Kari is right, but that's not the Kari we know talking. That Kari is trapped deep inside that monster, and she knows you'll save her, no matter what. She has always looked up to you, so don't just sit there, make her proud."

Hearing Biyomon's words, Sora closed her eyes, remembering all the good times she had with Kari, remembering their adventures in the Digital World, how Kari looked up to Sora when they were younger, her smiling face after they had defeated another dark force in the Digital World, to watching Kari mature into a young woman and continued to seek Sora out for advice, assistance or even just to talk, those memories of Kari, the real Kari, warmed Sora's heart.

To Sora, Kari was indeed the little sister she never had, and she will do whatever it takes to get her back.

At her sudden determination, as well as the feeling she had for Kari, Sora's Digivice began to glow with a bright gold light, where Biyomon felt a surge of power rush through her as her body glowed, while the dark beast stopped and shielded what should have been its eyes.

"Biyomon, warp Digivolve to..." Biyomon began to announce, feeling her power returning and increasing, going beyond the strength she had felt before as he being was cast in shining flames, which expanded greatly, surprising Damemon, Opossumon and those watching.

The flames continued to expand as they floated above Sora, reshaping to a giant bird-like figure, where a set of shining blue eyes could be seen in the flames, before the majestic inferno dispersed, revealing a new Digimon form, being even larger than Birdramon, where it spread out four shining gold wings and let out a proud and mighty cry.

And through its call, the Digimon let out her name as she exclaimed as a mightier form of Garudamon's voice. "Phoenixmon!"

Seeing the large bird Digimon, the shadow creature let out a loud roar, ready to jump up and strike at it, before Phoenixmon took action.

"Starlight Explosion!" She declared as she flapped her four wings and sending down a shower of golden flickers of flame, causing the beast to raise its right arm defensively from the attack.

"Ice Moon Fang!" CresGarurumon then called out, throwing his ice covered blade like a spear at the back of the creature, piercing it's back as the blade stuck out through the front, causing the creature to cry out in pain as it tried to pull the blade out of it.

"Now guys!" Matt called out as the others took action.

"Thunder Vernier!" BlitzGreymon exclaimed as he pointed his shoulder cannons at the beast and fired his electric attack at it.

"Thunderclap!" Justimon followed up, slamming his hand into the ground and sending a shockwave of electricity at the fiendish creature.

"Slide-Evolution...!" Agunimon called out as he was covered in a cocoon of fractal data, before re-emerging as his Beast Spirit form, where he declared. "BurningGreymon!"

"Wildfire Tsunami!" The Warrior of Fire then yelled, casting his whole body ablaze, before sending the attack out with a flap of his wings, sending a tornado of fire at the shadow beast.

"Crimson Flare!" Phoenixmon finally called out, opening her mouth and sending a stream of fire down at the beast.

The four attacks collided with their target, with CresGarurumon's blade acting as a conductor for the electric attacks, amplifying them as the beast was consumed in the combine fire and electric onslaught, where the creature let out a horrid wail as it was finally defeated.

But instead of dispersing into Data, the creature merely faded away, like a shadow cast in light, leaving only a crater where it stood, along with CresGarurumon's blade as it hit the ground with a thud.

Seeing their opponent defeated caused the heroes and heroines to sigh with relief, where BlitzGreymon, CresGarurumon, Justimon, and BurningGreymon returned to their normal forms, while Phoenixmon De-Digivolved into Biyomon, who flew over to her partner as Sora hugged her tightly, while Yuu and Airu hugged Damemon and Opossumon.

"Thank you, Biyomon, thank you for reminding me what was important." Sora said as she hugged her partner, a sight that made Tai and Matt smile, before Tai looked over at the blond with a glare, while Matt returned it as he grit his teeth in anger.

However, the mood, both joyous and tense, was broken when Airu let out a scream, causing everyone to look at her, seeing the terrified look on her face as she yelled. "We need to run, and fast!"

Confused, the group turned their heads in the direction Airu was looking, only to be terrified themselves to see ten more shadow beasts marching towards them in the distance.

"One was bad enough, but against all of them, we don't stand a chance right now. Let's move!" Takuya yelled, taking charge, where the team began to run back towards the Digi-Port they came through, managing to escape before the beasts could reach them.

-Kari's Fortress-

Sitting on her throne, Kari watched with a dark smirk and a wicked giggle as she watched the heroes running away, with Davis and Veemon standing beside her throne, while the rest of her puppets, both human and Digimon, stood at attention along the hallway.

Meanwhile, Lilithmon and the Gazimon watched the events outside with interest, before one of the Gazimon looked at Kari and asked with some confusion. "Um, Boss? How come you're not upset that they took down your... whatever that was?"

"Because you saw what it took for them to take it down, and there are plenty more of them." Kari replied with a sadistic smirk, sitting up on her throne as she then added. "Like I said before, I don't want to kill them, yet. I want to break them, to push them to their limits until they crack. And then they'll either bow to me, or I'll end them."

-Back at DATS-

The group had arrived safely back through the Digi-Port, where those waiting happily came to see if the group was alright, while Tai and Matt stood a few feet back from the group.

"That could have gone better." Tai confessed as he thought about the battle.

"Things were getting intense out there." Matt confessed as well, before facing Tai, where his tone changed a little hostile as he questioned. "But now that we have a moment, perhaps we can talk about what Kari said, about you and Sora?"

"What about it?" Tai asked back, getting on the defensive as he stated. "You knew I liked Sora."

"So did I, only I did something about it." Matt replied, his words angering Tai, which caused him to say back. "Yeah, you stole Sora from me before I could ask her out."

"And when was that going to be?" Matt asked, where the blond continued to get madder as he questioned. "You had tons of chances and wasted them, so now you're trying to steal my girl?"

"Who says she is yours'?" Tai asked back, glaring at Matt as the brunette commented. "Maybe Kari is right, maybe you are more of a backstabber than a friend."

At Tai's words, Matt got madder as he said back. "Watch who you call a backstabber."

"Remember, your sister brainwashed our friends and commanded them to try and kill us." The Digidestined of Friendship then pointed out, causing Tai to lose his anger as he and Matt glared furiously at one another, moving close and looking ready to hit the other.

"C'mon guys. Pointing fingers and blaming each other won't help us." Takuya then said as he got between the two, while the rest of the group now looking at the two with worry as their argument got louder, with Sora looking depressed at having been the cause of their current turmoil.

"This is exactly what Kari wants, this is why she said all that, to turn you both against one another, to break us apart." Mikey said as he moved closer, before adding. "This is why Kari is a dangerous opponent for us, she knows everything about us. We all confided in her, talked to her and she would always be supportive and helpful."

"But now she is using that information against us." Shoutmon added, hating to admit it, but using their own emotions and thoughts to turn against each other was ingenious.

"We need to start strategizing, making plans to move against her, and fast, her powers seem to be growing." Ryo then added, shivering slightly as he remembered the creature they had just encountered, while both Tai and Matt took one more look at each other and moved away, not even bothering to speak to one another.

"Ryo is right, we should contact our allies in the Digital World and see if..." Thomas started to say, before the alarms started blaring, while the monitors and screens on every computer and hardware in the briefing room began to glitch and flicker.

"We're being hacked!" Megumi cried out as she, Miki and their PawnChessmon tried to counter the virus infecting their computers, but found it was too great a problem for them to counter.

Hearing a chime on his own communicator to Hypnos, Yamaki took out his phone and answered as he asked. "Riley, what's happening?"

"Our computers have been... promized... we're having issues..." Came the static response of the brunette from the other end.

"I don't get it, I thought our firewalls were updated recently!?" Yoshi asked in surprise.

Hearing this caused Thomas to groan out as realization hit him, where he replied by asking. "Yeah, and who do you think helped with those updates?"

"Izzy..." Mimi then said in reply with shock filling her voice, before the others realized that Kari had just crippled them even further.

-Kari's Fortress-

"It's done, my Queen..." Izzy said in a vacant tone as he closed his laptop, where Kari smiled at him.

"Good, my pet, very good." Kari said, caressing his cheek lightly, before her smile turned dark as she then said. "Now, I have another task for you..."