A/N: So here's one for you action fans, tons of that in here. it may seem like its coming to an end, but it really isnt. anyway, enjoy!

Batman knows something is very wrong. There's no way Powers can fight like he's been trained. He's more of a throw-radiation-around-and-see-what-happens kind of guy, so this sudden skill and calculation only proves he's not fighting Blight at all; but that raises the question of who he's fighting. Since his attacker has yet to make a move, Batman takes the opportunity to figure out who he might be. He remembers the bag he dropped after being tackled; the DNA research was in it, so is he fighting a Kobra in disguise?

Before he has a chance to connect the dots, pseudo-Blight suddenly returns to action. Still wielding the metal rod, Batman uses it to block the kicks and punches thrown his way. When he gets the chance, he fights back using the ends of the poles as his contact points hitting the gut, face, and finally sweeping the feet from under Blight.

Hitting the floor again, Batgirl rolls away before Spellbinder can pin her down with the pipe and jumps up to her feet.

"This isn't working," she pants into her comlink.

"Concentrate. Get that weapon out of his hands," Bruce coaches.

Groaning, she decides maybe a sneak attack would work. Dropping three fog pellets by his feet, she turns on her camo option as she sneaks up behind him. The problem with fighting Batman is that his senses are just as trained as his muscles; so, although he's blinded by the smoke, he can hear Batgirl's footfalls. Before she has a chance to put him in a headlock, he stabs the pipe backwards hitting Batgirl in the gut. Her camo short circuits from the impact making her visible and leaving her winded. She flips back to get distance between her and Spellbinder.

"Any other ideas?" She asks rubbing her stomach.

"Try talking to him," this time the idea comes from Max. "Maybe you could get through to Terry in some way."

Batgirl lets out a sigh and puts her hands up in surrender. "Batman, can you hear me?"

Spellbinder lets out a very eerie giggle. "Little slower than your partner, aren't you?"

Ignoring him, Batgirl tries again. "You can fight this, Batman."

Shaking his head, Spellbinder straightens up. "I'll explain it to you slowly," he patronizes "I have full control over him. Whatever you say, he won't hear. He sees what I make him see, he hears what I make him hear, get the picture? So how about you just give up and let me have my fun?"

Batgirl balls her fists up again. "A lot of good that did," she mutters. She's running out of ideas.

Batman watches fake-Blight hold up his hands in surrender, but he doesn't trust the gesture. He keeps his distance and his weapon ready in front of him. A few seconds later, Blight smiles and his fists start glowing, justifying Batman's distrust. However, before Batman can attack, a very familiar voice suddenly grabs his attention.

"It's not what it seems, Terry," she whispers.

"What?" He asks straightening a little.

"It's not what it seems," she repeats but this time sounding more distant.

He knows that voice from somewhere, but he doesn't have time to figure it out when Blight takes a familiar fighter's stance.

There's only one option left, one she has never used in real combat before. She tries to remember everything Bruce taught her about this move as she takes the stance. Putting her weight on the back leg, she straightens out her other one in front with the toes pointed and just barely touching the floor. She holds up her arms in front of her keeping the elbows slightly bent and one hand closer to her face. She keeps her fingers loose but ready to act.

When Bruce sees her hands through the vidlink, a brow rises in interest. He hacks into the security cameras on that rooftop to get a better look, and when the link is successful, the corner of his mouth twitches when he realizes her intent. She's getting ready to disarm Spellbinder using a technique he taught her.

After seeing the stance being taken, Batman knows nothing good will come of this. However, before he can put up the pipe to defend himself from whatever will happen, the voice he heard earlier distracts him.

"Teeerry," she taunts sounding a bit closer. "Nothing is what it seems."

"Who are you?" Batman asks looking around.

Taking his eyes off his opponent is his first big mistake; it gives Blight a chance to suddenly take one giant leap forward with surprising speed and grab the pipe with one extended hand. The other hand shoots forward lodging two fingers on a pressure point underneath Batman's chin tilting his head back. This forces Batman to let go of his weapon and step back.

Batgirl managed to successfully disarm Spellbinder with two fingers and little physical effort. With the pipe back it her hand, she kicks out a leg forcing him to his knee. She twirls the rod around to catch it with both hands and aims to hit his temple, but the blow is blocked by an arm. Using the other end of the rod, she blocks an attempted blow to her stomach and aims at his head again this time making contact. Spellbinder falls to his side, but he doesn't give up.

He sweeps his leg out catching Batgirl's knee, but thanks to her firm stance, she doesn't fall over. Rolling back, Spellbinder makes it back to his feet but keeps his distance.

The second blow to his head affected him much the same way the first one did. Blight's image is replaced by the fuzzy black and red image, but this time it's paired with that mysterious voice.

"Terry, don't believe what you see," she says, this time sounding a lot closer.

Batman shakes his head, but the image remains fuzzy creating a problem. Since he can't see his opponent's next move, he won't be able to defend himself properly. He's in trouble now.

Spellbinder hasn't made his move yet, leaving Batgirl to wonder what's happening. "He's not doing anything," she says into the comlink.

"Then finish this."

Batgirl decides on a final maneuver, and rushes at Spellbinder hopefully for the last time.

The fuzzy image suddenly closes the distance, and Batman barely manages to block the metal rod from hitting his skull again.

"Not what it seems," that voice repeats sounding more and more familiar.

He receives a kick to the ribs, but he doesn't go down. He keeps his arms up protecting his head. Another kick hits the knee making it buckle, but he quickly regains his footing. The pipe hits his other side making him grunt, but he holds firm. When he blocks another blow to his head, he manages to grab and hang on to the attacker's weapon.

Pulling him forward, Batman elbows him in the face before punching him once in the side and twice in the face. The attack forces his opponent to let go of the weapon and step back. Taking the opportunity, Batman rushes at him with pipe held out in front of him. However, before contact can be made, the attacker grabs onto the pipe and drops into a backward somersault. As he rolls back, he uses both legs to kick Batman in the gut and send him flying to the ground behind him.

Batman gracelessly lands hard on his head and shoulder. Grunting, he slowly gets up with his back facing his attacker, and puts a hand to his head.

"Focus, Terry!" The voice suddenly yells. Startled, Batman lifts his eyes finally recognizing her.

"Tamara," he replies looking around. "Where are you?"

"Keep focusing, Terry," she says ignoring his question. "Nothing is what it seems."

If Tamara is speaking into his head, then it could explain why he doesn't feel like himself. The suit's missing weaponry, ending up in different settings with no recollection of getting there, and the fuzzy image before him are symptoms of a bigger problem.

"Look around you, Terry; what do you see?"

Batman straightens up and turns around to find the fuzzy person standing motionless. "Who is that?"

"What do you see, Terry?" She asks again.

Narrowing his eyes, he puts the pieces together. Fighting skills, calculated blows, red and black. As he lists the clues, the image starts clearing up.

"Focus, Terry," Tamara encourages suddenly appearing behind the fuzzy attacker. "What do you see?"

"You," Batman replies.

"Good, keep focusing."

Concentrating, the image starts taking shape and a few moments later he realizes he's staring straight at his partner. "Batgirl."

"Good. Now, who are you?" Tamara asks making him frown.

He looks down at his arms and realizes he's wearing a costume covered in black and orange swirls. "Spellbinder!" He gasps stepping back.

When Spellbinder takes an unexpected step back, Batgirl prepares herself in case there's going to be a chase. She digs her feet into the ground waiting for him to spring before Bruce interrupts her.

"There's a change in the brain waves," he suddenly reports.

"What does that mean?" She asks still suspicious of the person before her.

"Terry might be waking up, or at least coming to his senses."

"He doesn't look any different to me."

However, as soon as she says that, Spellbinder's posture takes on a change. He realizes something is wrong with his motor-skills, as though something has shifted control. He doesn't have a telekinetic connection with Batman, but he has a feeling Batman has caught on to his plan. However, Spellbinder doesn't want that realization to become obvious to Batgirl; that would be admitting defeat.

After realizing he's in Spellbinder's body, it doesn't take much for Terry to figure out that Spellbinder is his puppet. He looks at Tamara wondering if she has any instructions.

"I can help you detach," Tamara says, but Terry shakes his head at her. "What's wrong?"

"I can control Spellbinder, so I can stop him." Tamara's reply is a single nod before she slowly dissipates.

With that, Terry puts it to the test. He kneels on the floor and puts his hands up gesturing surrender. When Batgirl gives him a confused reaction, Terry puts his wrists together knowing Spellbinder is mimicking his moves. Hesitating, she takes a careful step forward as she pulls out her flexi-cuffs. However, just when she bends down to bind his wrists, Terry suddenly loses control of Spellbinder, and watches his hand go up and flash Batgirl in the face.

Horrified, Terry hears Batgirl scream as she grabs her head and falls over writhing in pain. His horror quickly turns to protective rage, and Terry closes his eyes to concentrate and regain control of Spellbinder's muscles. He doesn't know how he does it, but he soon finds himself the puppeteer again.

Ira thought he could command Batman at will, use him to get out of trouble, but he never thought his own technology could turn on him. He realizes his mistake a little too late, though. When he takes a step to run, his leg suddenly freezes causing panic to ripple down his spine. Spellbinder can't help but watch himself walk towards the fallen flexi-cuffs, pick them up, and fasten them onto his own wrists.

"No!" He cries out in fear as he tries to regain control.

He realizes he has failed miserably when his legs begin moving towards Batgirl, who is still twisting in pain on the floor. Spellbinder watches his own hand reach for the belt buckle and his finger press a button that sends currents of electricity coursing through his body. The shock doesn't just bring excruciating pain, but it fries the wires embedded in Spellbinder's mask before knocking him out.

Gasping, Terry suddenly shoots up in the gurney and takes a quick look around to discover he's in the damp confines of the cave.

"Terry!" Max cries out rushing to his side.

When he looks up at her, he notices all the wires coming out of his head. He rips them off and jumps onto unsteady legs before stumbling over to the console. Looking at the video feed, he finds Batgirl has stopped rolling around on the floor and, with hand on her head, slowly sits up.

Looking over to her right, she's startled to find Spellbinder unconscious and laying beside her. She pokes his side with a foot to make sure he's out cold.

"I knocked him out," Terry explains relieved to find her awake.

Surprised to hear Terry's voice, Batgirl straightens up. "Hey, you're awake!"

"Are you okay?"

"Just fine," she groans rubbing her bruised ribs. "Is it over?"

"Yeah, you can start heading back," Terry says ending the link.

"How are you feeling?" Bruce asks looking up at his protégé.

"Sleep deprived," Terry replies rubbing his neck before Max throws her arms around him. Although surprised at first, Terry returns the hug. "I'm fine, Max," he reassures as he waits for her to let go.

"I can never tell when that's a lie," she replies, stepping back.

"It's not this time. Any idea how Spellbinder did that?" Terry directs his question at Bruce.

"Nano-tech," Max replies before Bruce has a chance. "I've seen it before; nano-tech that can transmit and receive signals. He adapted it so it could work on biological subjects. I'm guessing the way it works is they replicate neuronal firings in certain parts of the brain and transmit any responses to the person with a receiver. It's pretty fascinating technology that's still being developed for people who suffer from MS or spinal injuries. I would explain how they work, but you don't look like you'd appreciate a lecture right now."

"Why didn't they show up in the blood tests?"

"Because they latch on to whatever organ they're assigned to," Max explains. "Once Ira gave the signal, they lodged themselves into your brain, so tracing them would be impossible without a CAT scan. Judging by how he used them, I bet you have some in your cerebellum as well as parts of your cerebral cortex like parietal lobes and frontal…" her voice trails off when she receives a bored look from Terry. "Sorry."

"So, why didn't we think of nano-tech before?" Terry asks.

"Because we had nothing to go on," this time Bruce responds as he gets up and walks over to a lab station. "Choosing between nano-tech or sleep deprivation as an explanation, sleep deprivation sounded more plausible." He rummages through some drawers and cabinets before he pulls out a vial and syringe gun. Filling it with the necessary dose, he walks back to the console. "This should dissolve the nano-tech in your brain. You'll need a dialysis machine to filter out the remains." Without warning, he sticks the needle in Terry's arm ignoring the short cry of pain.

"Great; can I sleep through it at least?" Terry asks with a yawn.

Bruce nods once as he leads the way to the machine. "I have to hand it to Ira," Max starts as they follow Bruce. "That was a pretty clever plan."

"Excuse me?" Terry asks glaring down at Max.

"Well, not the part of taking over your body to steal stuff," Max replies. "I mean, he put a lot of thought into his plan. Putting you through so much mental crap so that you end up his puppet, that was pretty ingenious, before it back fired of course."

"I don't care how you interpret it Max, but if you praise Ira for any of this, I swear I'll make sure you never have a good night's sleep for a month."

The threat makes her cringe, especially since she knows full well that he can keep to it. "Never mind then, I'll see you later!" She calls out as she rushes out the cave before any other stupid comments fall out of her mouth.

- to be continued - reviews welcome -