They split into two groups, Cammie, Leon and Val/Entina heading for the basement. While Chase, sinclair, Kazu and Yaz went outside to start causing mayhem with the machines they had. Though Leon winced at the thought of Kazu driving his strider it was the next best thing, and the most like a tank. Once their infiltration team got as far as the basement they'd leave for the Holons. Though coming and going was made easier by the giant smoking hole in the building distracting most of what remained of the Union soldiers trying to put out the fires started by Miranda's explosives.

They arrived at an innocuous looking door where both Leon's senses and Cammie's tracker could go no further. They looked at the door and opened it to a seething mass of Nano-tech. All of them bolted halfway down the hall before they realized it wasn't moving. "Well, this is a predicament. How do we deal with this?" Val/entina asked and Cammie typed furiously into her screen.

"Well the signal is doing nothing. Either we find another way down-"

"There isn't one." Leon interrupted.

"Or we figure out how to get in there." Cammie finished.

Leon walked up to the Nano and closed his eyes, reaching out, ignoring the warning cries from both Cammie and Val/entina he stuck his hand in.

The nano buzzed around his hand but then parted. Leon looked over at the others and caught a glimpse of himself. The circuit pattern covered his whole body and the light green shone from his pupils for a second before extinguishing. He blinked it away and looked back at them. "I think I can get in there?"

Val/entina nodded and handed him the device they were carrying. "Be safe." She told him and Cammie smacked his arm. "Don't die, we'll see you out there." She pointed and Leon nodded.

He turned back to the hallway of Nano, and walked through.

Leon snuck through the halls looking for the technopath. It was deserted down here other than the nano that weaved in and out of the halls. The others were raising hell outside; It was almost scary to look at how much their time in the Holon's translated out of the Holons. But also to how good a team they were when they all had a shared goal.

He stepped into a room where he could feel something screaming. It was the first thing he could feel other than the buzz of Nano, and the covered his mouth with a hand. In the center of the room there was a.. Person. Or what remained of one.

They were connected with thousands of wires, tubes and other electronics merging with their body, very little of the human flesh remained. Viney thorns sprouted from where the technology touched the ground weaving up and into the facility. He'd found what he came for.

- You see before you the epitome of what we can be. -

Leon almost stepped back and out of the room, it was a supreme act of will that had him move forward towards the … swallowed down the nausea and took another step. He couldn't even call it human anymore. This was the other technopath, there was no doubt.

"You look like shit man." He remarked instead of acknowledging what the man had said.

- The Union will give us the means to become gods. But you squander your power making … friends.-

"Sure? Insulting me does exactly what?" Leon snorted as casually as he could manage. He began to climb over the tech, using his own power to keep the wires off him. Both men shone like beacons in the room as the thorns; They reached out trying to embed into him like the base had before. To drain him and take his power. Like his nightmares.

- You would let yourself be trapped by your flesh. That is what makes you and makes Gen:Lock weak. You could be technology incarnate. But you choose weakness.-

"It's weak to be human? It's weak to want connection?" Leon stumbled and caught himself. He pulled his hand away suddenly from the guy's chest as if burned. Now that he was at eye level he could see the damage this man's lust for power had gotten him. He couldn't imagine being so thirsty for power he would sacrifice what made Leon strong. It had been his family, both Gen:Lock and outside of it that had allowed him to make it this far.

- I will never stop, not until I transcend this prison of flesh. Give me your power.-

Prison? Life wasn't a prison, whether it was flesh or a Holon.

- Allow me to control the world with it.-

"Oh shut. up. " Leon snapped, placing the device he slid back down the wires. The timer ticking down at the base of the man's neck.

- Do you not understand? I will take what is mine. I will become GOD. No more hiding, no more destruction just peace under my rule. Gen:Lock was to be my sword and shield and you took it from me-

Leon ignored him as he walked, then ran from the man. Nano swarmed him but he burst through the door to the basement and ran for the outdoors. No one looked at him twice with a wall of seething Nano at his heels. He burst out the doors and ran for a familiar looking Holon laying yards away from where he was.

Outside the base it was pandemonium.

The others were already back in their holons except for Chase who was having the time of his life. He flung cars and tanks with ease as bullets bounced off his form, he was still technically only made of data. Solid only for a little while and when it wore out he would go back into his Holon.

-GIVE ME WHAT I DESIRE-

"Get out of here!" Leon shouted a warning and the others bolted. He felt red hot pain at the back of his head and he reached out.