Storm clouds were rolling in and someone crawled into a window at Davis' apartment as he and the others pulled up to his building.

"Thanks for the ride. I'll see you guys later." Davis said.

"Later babe." Kari said as she gave him a peck and he went up and Veemon waited for him.

"Oh good you're home." Veemon said.

"Hey what have you been doing all day?" Davis said.

"Just woke up from a small nap." Veemon said as Davis went into his room.

"Hey who left my window open?" Davis said as he shut it. Then through a flash of lightning he saw some sort of shadow above him and when he looked up someone almost jumped down on him until he rolled out of his room with the man facing him. He quickly used the ultimatrix.

"Halsemon!"

The man jumped at him and grabbed him going through the door. Halsemon tried to fly and shake the man off him.

"Tempest Wing."

He spun around and was able to shake the strange man off him, but he got back up and spun around in flames he created creating a tornado of fire. The two attacks collided blowing each of them back. The man started to light more flames, but rain started to pour down and he lost the fire.

"Eagle Eyes."

Halsemon blasted him into a light post and because of the rain, when the light bulb fell out, he got shocked and knocked out.

"Davis are you okay?" Veemon said.

"Yeah, but who is he?" Halsemon said.

…..

The Old Military Base

Davis contacted the others and took the strange man to the old military base where the Hybrid used as command post from when they invaded.

"You can't keep me in here." The digimon was being held in a containment field.

"What's the big idea attacking our friend?" T.K. said.

"Don't think I don't know what you've been doing." The man said.

"What are you talking about?" Kari said.

"All my friends. Kumamon, Beetlemon, Loweemon, and Lobomon have all been captured by Axeknightmon and you led right to them." The man said.

"Whoa calm down hot head." Davis said.

"My name is Agunimon. I am the warrior of flames."

"Okay Agunimon. You're friends are safe. The plumbers escorted them back to their homes in the digital world." Davis said.

"No, the destruction of the plumbers are on you head too." Agunimon said. "Axeknightmon whipped them out and captured my friends."

"Axeknightmon?" Davis said.

"Kumamon and Lobomon told us about him." Kari said.

"How do we know if this guy is telling the truth?" Zane said.

"This could be a trick." T.K. said. Kari's eyes lit up and saw into Agunimon's mind.

"He is telling the truth. They've all been recaptured." Kari said.

"Yes it's only a matter of time until he finds me." Agunimon said.

"How did he find them in the first place?" Davis said and his ultimatrix started going off.

"That's how." Agunimon said. "Axeknightmon tracked them down through the ultimatrix from when you scanned their data."

"Okay Agunimon just calm down. We'll help you save your friends." Davis said. He deactivated the container, but Agunimon started attacking them. "What are you doing?"

"I've been watching all of you. I know how you all act, think." Agunimon said. "You sell me to Axeknightmon to save your own skin."

"No we wouldn't." Davis said.

"We would never do that." Kari said.

"Zane." T.K. said figuring he was talking about him.

"Uh….no." Zane said.

"Well I'm not going to be captured again." Agunimon said as he launched his flames. Davis tried to use the ultimatrix, but it shot a green laser that pushed through the flames and created a green flash.

"That was weird." T.K. said.

"Where did Agunimon go?" Kari said as they saw he was gone.

"This cannot get any worse." Davis said. Then the place started to shake and Axeknightmon came through the roof.

"Oh yes they can." Axeknightmon said.

"I'm guessing your Axeknightmon." T.K. said.

"Where's the axe?" Zane said.

"I'm more like a walking axe. Now where's Agunimon?" Axeknightmon said.

"How about we just skip straight to the hitting." Zane said as he absorbed the floor and turned to stone. Davis tried to use the ultimatrix, but it wouldn't work.

"I got nothing." Davis said. T.K. and Zane tried to hit him, but he blocked it with his shield and slashed at them with his spear and knocked them both down.

"You're not even a challenge." Axeknightmon said as he moved forward. Kari brought up a force field, but Axeknightmon kept striking it.

"Davis a little help." Kari said.

"I'm trying." Davis said, but Axeknightmon broke through and knocked her out, but Davis got the ultimatrix to work. "Yes." He tried a different digimon, but he kept getting Agunimon. "Agunimon. Agunimon. Agunimon. Guess I got no choice." He transformed.

"Agunimon!"

"Interesting you can transform into what I need." Axeknightmon said.

"Yeah now let's see what I can do." Agunimon said as he shot flames, but he kept blocking them. Kari was able to get up and had to think fast.

"Cesesta Hamolockis."

Kari created a circle of wind that surrounded all four of them and left Axeknightmon out. When the wind stopped all four of them were gone.

Zane's Garage

Kari teleported them to Zane's garage and she was exhausted.

"Another teleportation spell?" Zane said.

"Yeah, but this one is advance from my normal one. It takes a lot out of me." Kari said.

"You rest up. Meanwhile we need to figure out what to do before Axeknightmon shows." Agunimon said. "And when he does you will suffer."

"What do you mean we will suffer?" T.K. said.

"I meant we, not you." Agunimon said. "That was weird."

Axeknightmon

Axeknightmon went back to his ship where his Gardromon were waiting for him as he took a seat on his comman chair.

"Lock onto Davis Motomiya's ultimatrix. I must find Agunimon." Axeknightmon said.

"Sir we are unable to lock onto the location of the ultimatrix." Gardromon said. Axeknightmon slammed his fist on the chair's arm.

"He didn't leave the planet. Locate Davis Motomiya by any means necessary." Axeknightmon said.

Zane's Garage

"Take a nap Kari." Agunimon said as he tried to get her to rest.

"Don't worry I'm fine." Kari said. "Now what are we going to do. None of us can match Axeknightmon's power."

"Or maybe we can." Zane said. He revealed the same device he used to try to hack into the omnitrix and mutated himself.

"No way Zane it's too risky." T.K. said.

"You nearly blew up the omnitrix and turned yourself in a freaky looking guy." Agunimon said.

"Have you looked in a mirror?" Zane said.

"We can't risk it this time Zane." Kari said.

"It will go better this time." Zane said.

"How do you know?" Agunimon said.

"Because this time I'm going to use the blue buttons." Zane said. While he was working the others were waiting.

'Man this is getting crazy.' Davis thought.

'It will only get worse if Axeknightmon finds us.' Agunimon's voice came from within Davis' head.

'Agunimon is that you?' Davis thought.

'Yes. I was sent within the omnitrix. It's deactivated now so Axeknightmon can't find us.' Agunimon thought.

'But once we change back or Zane does manage to get in, it will activate again.' Davis thought.

'Which is why I'll take the ultimatrix for myself.' Agunimon thought.

"No I can't let you." Agunimon/Davis said as he tried to use the ultimatrix, but it wouldn't work.

"Davis what are you doing?" T.K. said.

"It's Agunimon I hear him in my head." Agunimon said.

"Sure." Zane said thinking he was joking. Kari used her magic to sense what was happening in Davis' head.

"He's not kidding. I can sense both Davis and Agunimon." Kari said.

'Your friends will not stop me.' Agunimon thought as he tried to reach for the ultimatrix, but the part of Davis' mind was holding him back.

"He's trying to take over the ultimatrix. Keep me from using it." Agunimon said.

"Restraintoro."

Kari created energy cuffs that grabbed Agunimon's wrist and ankles and lifted him up in the air.

"I almost got it." Zane said.

"Hurry Zane. I can feel Davis' spirit fainting. If we don't get him back soon we'll lose Davis." Kari said.

"I got it. Stand back." Zane said. Zane fired a laser at the ultimatrix that caused a bright flash and when it cleared Davis and Agunimon were separated.

"Wow that feels better." Davis said.

"You fools. Axeknightmon will be here any minute now." Agunimon said.

"Then will fight him together." Davis said.

"No I won't get myself recaptured." Agunimon said as he ran out the door.

"To think he calls himself a warrior." Zane said.

"Never mind that as long he's safe." Davis said. Then Axeknightmon came busting through the ceiling.

"Is that so, much more than I can say for you." Axeknightmon said. He fired a laser blast from his spear and blasted Zane outside. "Where is Agunimon?"

"Like we tell you." T.K. said. Axeknightmon fired his laser and blasted Kari and T.K. down. Davis used the ultimatrix.

"Arbormon!"

"Well I don't need Agunimon when I have you." Axeknightmon said.

"What's that suppose to mean?" Arbormon said, but Axeknightmon struck his spear on the ultimatrix and Davis was in pain as it let out some energy. Outside Zane was waking up and saw Agunimon.

"What are you still doing here?" Zane said. Agunimon turned back to the garage and saw the light coming inside. "The one person defending you is dying in there. I use to be just like you. So go run away."

"No." Agunimon said and ran inside. Back inside Axeknightmon was still hurting Arbormon and Kari and T.K. got up seeing what was happening.

"Let go you're killing him." Kari said.

"Not until I get what I want." Axeknightmon said.

"Axeknightmon!" He turned to see a tornado of fire came at him and Agunimon gave him a right hook.

"Agunimon!" T.K. said surprised to see him as Arbormon turned back and Davis was down.

"Hurry get out of here. I'll hold him off." Agunimon said as they got Davis and left.

"Perfect." Axeknightmon said as he fired his dark laser, but Agunimon blocked it however was pushed back against the wall.

"Running out of time. Get out of here." Agunimon said. They made it out just as the garage exploded. Davis heard the explosion and got up as Zane watched the flames.

"So much for my garage." Zane said.

"Where's Agunimon?" Davis said.

"Axeknightmon must have him." T.K. said.

"What do we do now?" Kari said.

"Nothing. Axeknightmon has all five digimon. Game over." Zane said.

"It's not a game and it's not over." Davis said. "The ultimatrix has scanned all five of the digimon's power, and I'm going to use their powers to save them."