Peidmon giggled with glee as the group stepped towards the clown and his arena. Kari watched the digimon squirm and chewed the inside of her cheek wondering how they were going to get away. As they got closer, Kari stopped sensing something was wrong. She knew everything was wrong as a whole, but she sensed something else lurking the closer they got to the digimon. She stopped abruptly which causes Meiko to bump into her.

"Sorry. Just uhm-" Kari stopped and she watched. Tai and Matt were the closest and then they let out a yell. They were fighting with their own limbs. TK and Joe cried out and Kari gasped seeing they too were struggling like Tai and Matt. Izzy, Sora and Mimi joined the struggle and Kari moved Mei back to try to hide away in the shadows.

"I'm not sure he's counting." She whispered and Mei kept her mouth shut as both girls stepped away. Kari watched as her brother struggled against an invisible force.

"something's controling us!" Izzy announced and Kari bit her lip. What could she do to help? Peidmons irritating laugh interrupted her thoughts,

"Come now each of you will need something, right?" Tai and Matt had small knives in their hands.

Mimi and Tk were suddenly holding large sticks. Joe and Sora each had a pair of scissors while Izzy was standing still but wanting to move.

"It's easy, just let your limbs do the work." Peidmon said eerily and Kari watched as Agumon and Gabumon started spinning faster.

"No!" TK's yell brought Kari's attention to her boyfriend. He was cringing and beads of sweats were forming on his face as he tried to fight against the swinging motion he was making with the stick towards patamon. He made contact with his partner as Mimi did to her own. Both shrieked apologies while Palmon and Patamon groaned as the sticks hit them. Kari then watched Tai and Matt wrestle with their arms as they were forced to throw knives at their spinning digimon.

"This is awful." Kari breathed and she felt Mei shake beside her.

"We have to stop them!" Mei begged and Kari put a hand on the girls arm.

"We can't, not yet at least. We get close to them and peidmon has control over us as well. We have to think." Kari said though she felt it was easier said then done. Both girls gasped as Joe and Sora were forced to cut ropes and Kari realized one of them was the one Biyomon and Gomamon were suspeneded on.

"What's Izzy doing?" Kari asked trying to figure out what Izzys role was against Tentomon.

"I don't know he keeps moving to that stand over there." Kari squinted and could see a small stand with what looked like a button on it. She looked back at tentomon.

"What's that strapped around him?" She asked though she wasn't sure she wanted an answer. Mei looked at her scared and Kari figured whatever that button did, it did it to Tentomon.

"We need to move." Mei announced and Kari nodded.

"Okay we need to-" she stopped she knew how to save the digimon.

"We need to get to Peidmon." Mei went wide eyed,

"You, uh, sure? I don't think I can do that." Kari grabbed the girls hand in her own,

"You must Mei. The others are depending on us. The sooner we rescue them the sooner we defeat Peidmon and rescue gatomon and meicoomon and restore everything. Have hope. You can do this." Kari encouraged and Mei nodded slowly.

"For our friends." Kari smiled,

"That's the spirit." The girls then split up. Mei inched her way to Tai and Matt while Kari took a deep breath and called to the clown.

"Peidmon!" Peidmon took

His eyes off controlled digidestined and looked over at Kari. His eyes gaped,

"Where did you come from?! You're all supposed to be in my control now!" Kari smirked darkly,

"Guess you miss counted. Here's the deal, you let everyone go and maybe I can help you rebuild your empire in the digital world." She could feel her friends eyes on her momentarily but ignored them and focused on the digimon.

"What are you talking about digibrat?!" Kari kept her smirk and explained,

"Your leader, the one who possessed me, didn't anticipate that I'd be able to see and hear things within his mind. You are a prisoner to this world. This limbo. You aren't calling the shots here you are simply taking orders. You let my friends go and I can help you back to the digital world."

"Kari stop!" Tai yelled and Kari ignored him. Peidmon pondered kari's words for a moment.

"How could you girl, possibly help me?" He scoffed and Kari lowered her chin.

"My power is light. It's exactly the force needed to be harnessed by anyone who plans to take over all the worlds." Peidmons face lit up.

"So you're light." He said slowly and then he stood.

"I think I'll take your offer but with a slight twist. I kill you after I kill your friends and take the light for myself." He gleamed and Kari stepped back. Her eyes flashed to Mei and she saw she had successfully freed Tai and Agumon.

"Tai! Now!" Kari yelled and her brother pulled out his digivice.

"Go Agumon!" Agumon warp digivolved and Peidmon screamed in annoyance. Kari quickly ran to TK and grabbed the stick out of his hands and shook him.

"Can you move on your own?" She asked and TK nodded surprised,

"How'd you know that would work?" Kari then threw her arms around his neck glad it did,

"I didn't I'm just happy you're okay." TK returned the hug then pulled away quickly,

"The others! Quick!" Kari nodded and grabbed Mimi and Palmon while TK untied Patamon. Patamon then flew up to Biyomon and Gomomon while TK and Mei wrestled the scissors out of Sora and Joes hand. Gabumon managed to hold Izzy back while Matt ran and untied the bug digimon and removed the strap from around his waist. Thee group gathered together while waregreymon and Peidmon battled.

"Waregreymon is gonna need some help!" Joe announced and TK stepped forward.

"Patamon?" Kari watched Patamon fly and land on TK's shoulder.

"You might not remember but you defeated him once before. I'm thinking since you can't remember that, we can recreate a new memory for you. You up for it?" Patamon smiled,

"Sure TK." TK pulled his digivice

out and Patamon digivolved to Angemon then Magnangemon. Magnangemon flew toward waregreymon and Kari looked to Mei. She gave her a smile and a nod which Mei blushed at. Kari then watched TK and her brother. They were the closest to the battle as they watched their partners. She then looked up and saw something moving above.

"Izzy?" Kari called and Izzy came and stood next to her. She pointed up,

"What is that?" She asked her friend and Izzy put a hand to his chin. Both stared at it a moment and then heard an explosion from the battle. They looked and saw Peidmon was knocked down. Kari then looked back up and saw that something get bigger, she gasped

"Is that a distortion?!" Izzy was looking as well and the two looked at eachother. Izzy gave her a quiet nod and Kari bit her lip. She looked back at the battle and Magnangemon attacked making Peidmon fall onto his back. Once again Kari looked up and the distortion for bigger. Izzy then pulled on her arm,

"Guys!" He yelled to TK and Tai. The two turned and looked at Izzy who then addressed the entire group.

"There's a distortion above us. It's getting bigger the more you knock Peidmon down. My theory is this place was made by Peidmon, therefore without him, it becomes unstable and ceases to exist! If we defeat him, we're all going to be swallowed up by the distortion and I can't tell where it will take us! We have to be ready!" Kari saw Mimi immediately pick Palmon up and hold her close.

"Hang on close to me Palmon." She told her partner. Sora did the same with Biyomon. The others followed suit and soon it was only Tai, TK, Mei and Kari without their partners in their arms. Kari quickly grabbed Mei's hand.

"Don't let go." Mei nodded and Kari looked to see Magnangemon prepare his gate of destiny.

"Tai! TK!" Kari called desperate to have the two of them close for when the distortion absorbed them. She could hear Peidmon's final screams and could see the distortion descending upon them. She reached her hand out hoping either of them or they both would grab her hand as the distortion swallowed them whole.