Roughly ten minutes later, Lioness sat bound and gagged on the floor of another warehouse for Paine and his men.

Her hands were lashed tightly behind her back, with more rope tied around her torso to keep her arms pinned. A few coils had been tied around her ankles and knees to keep her powerful legs restrained. And finally, a white handkerchief was tied around her mouth, muffling her cries for help.

"We may not have defeated Manning and his crew this time" Paine said, "but now we have bait to lure them here and finish the job."

"And now that we're more familiar with those guys, beating them will be a snap" Jack added.

"Just handle that Axel kid first" Plasmius said, "somehow his weird martial arts can affect my powers."

"You won't have to worry about that" Paine said, before turning his attention to the captive Lioness. "After the many times you've been responsible for ruining my plans, it's good to know you'll finally be helping me achieve one."

Lioness simply glared at him with hate in her eyes.

"Come on, we have to prepare for Manning and the others" he said, leading the villains out of the room. As soon as they left, Magness came out from behind a crate and approached the captive Lioness.

She pulled down her gag, "comfy?" she asked.

"Not really" Lioness replied "these ropes are a little tight. I don't suppose you'd loosen them for me?"

"Still have your wit, I see" Magness replied, "reminds me of our first encounter up in the mountains. Remember?"

"I remember that I kicked your butt" Lioness replied "and I could again, if my hands weren't tied."

"But they are" Magness replied "and they're going to stay that way. Oh but don't worry, I'll take good care of Axel when he gets here. And so will daddy."

"You rotten…!" Lioness shouted, and tried to lunge at Magness. But, forgetting her legs were tied, simply crashed to the floor.

"Now, let's get you nice and quiet, we can't have you warning Axel, now can we?" Magness replied mockingly.

She pulled out a roll of duct tape, and ripped off a strip.

"Don't you dare you…mmmph!" Lioness said before the tape was smoothed over her lips.

Then Magness replaced the handkerchief gag, tying it tightly behind the girl's head.

"That should do it" she said, admiring her handiwork, "see ya Lioness" she said, waving goodbye to the murmuring captive before shutting and locking the door behind her.

Once she was gone, Lioness resumed her struggles with her bonds. No way I can get the gag off she thought to herself, but if I can just loosen these ropes…

-----

Meanwhile, the heroes were patrolling the city, keeping an eye out for their missing teammate.

"This is all my fault" Axel said, "I should've been watching what was going on instead of concentrating on Paine."

"Hey man, you couldn't have known Paine would pull this" King said, "don't worry man, we'll find her."

"Besides, no doubt the villains are planning to use your friend as bait" Sam replied, "in which case, we'll find her soon enough."

"Hey Ax" Shark's voice came in from the radio "I'm picking up a signal from an old warehouse. It's Lioness' distress call."

"Think it's a trap?" King asked.

"Of course" Axel said, "but what choice do we have? Head for that warehouse, and be prepared for anything."

-----

Back at the warehouse, Spydah was keeping watch while Paine waited.

"So dad, when Axel and his friends show up, what do you want me to do?" Magness asked.

"Sorry Samantha, but you're not involved in the fight" Paine said, "I don't want you getting hurt."

"Dad!" Magness whined "I'm not your little girl anymore! I can take care of myself and I can be a big-time villain just like you."

"As long as you live under my roof, you'll do what I say!" Paine bellowed, "now, head back to the hideout."

Magness grumbled and headed out "I'll show him" she muttered under her breath.

"Hey boss" Spydah's voice said, "they're coming."

"Excellent" Paine grinned "then let the games begin."

-----

"This place definitely looks like somewhere Paine would hang out" King said, moments after they arrived at the warehouse.

"Keep your eyes open for Lioness" Axel ordered, "or any of Paine's cronies."

"Listen, we realize this isn't our fight, but…" Kim began.

"Say no more" Axel replied "you've proven to be great allies, and we'd be honored to have you help us."

"Besides, your villain dudes are still allied with Paine" Shark added.

The heroes made their way to the door and pried it open. "Too easy" Axel said, "it's not like Paine."

Suddenly, the villains appeared as if from nowhere. "You had to open your big mouth, didn't you?" Hawk asked.

"Welcome Manning" Paine replied, jetting down from a nearby stairwell "you're just in time…for your funeral!"

"Where's Lioness, Paine?" Axel asked angrily.

"She's fine" Paine said, "I knew grabbing her would lure you here. Now you're finished!"

"Guess again!" Axel replied, jumping into action against his hated foe.

"Destroy the others, but Manning is mine!" Paine instructed.

-----------

Looks like it's time for another battle, and this time, it's the final one. Find out what happens in the next chapter.