It was late at night and Davis was asleep in his room. Then he started to wake up and couldn't fall back asleep.

"What's wrong with me?" Davis said as he looked up. Then something from the ceiling jumped on his face. He tried to get it off, but because it was wrapped around his head Veemon didn't hear him. When Davis opened his eyes the thing was gone. "That was weird." Davis went into the kitchen and grabbed the milk and chugged it down until he put it up and realized something. "Hey wait where's Veemon? Hey Jun." Davis went into her room, but was empty. "Jun?" He looked to the corner of the room and saw a DNAlien. "A DNAlien?" It jumped at him, but Davis ducked down and transformed.

"Splashmon!"

He grabbed the DNAlien and tossed it out the door and outside hitting the railing.

"Where's Jun?" Splashmon said. The DNAlien didn't say a thing, but shot the slime at him and Splashmon tackled it over the railing. Splashmon stretched out his arm and grabbed a the building stopping them from falling, but Splashmon tossed the DNAlien away.

"Hydro Pressure."

He launched gallons of pressured water at the DNAlien. When he stopped the DNAlien was gone without a trace of it. It's like it just vanished.

"That's weird." Splashmon said, but looked around and saw there weren't any people around. Even if it was late at night there are usually people around and Davis turned back.

"This is even weirder. Where is everyone?" Davis said. He looked around the whole city, but there wasn't anyone around. "Okay this is spooky. An entire city without anyone around." Then he realized something. "Oh no Kari!"

…

The Kamiyas

Davis ran to Kari's apartment to see if she disappeared too. When he arrived at her apartment her place was empty. Her parents weren't around and neither was she.

"Kari where are you?" Davis said. He went into her room, but there wasn't any sign of where she might have went. He tried reaching Zane and T.K. on the phone, but no one answered. "It's like everyone in town just vanished. When he was about to leave he saw Axeknightmon. "Axeknightmon how did you escape the Null Void." Axeknightmon didn't say a thing and attacked him so Davis ran out and transformed.

"Machgaogamon!"

Machgaogamon jumped over the railing and started flying. Axeknightmon jumped out and hit the ground. Then started launching black energy blast from his lance, but Machgaogamon kept moving out of the way.

"Something's weird Axeknightmon would say something. Why won't he talk?" Machgaogamon said. Axeknightmon jumped at him with his lance out, but Machgaogamon grabbed it and tossed him down. Machgaogamon flew down to him.

"Howling Cannon."

Machgaogamon launched his sonic blast and blew Axeknightmon away. After the battle Davis turned back.

"That's weird, beating Axeknightmon is never that easy." Davis said. "First people vanish, then a DNAlien and Axeknightmon show up out of nowhere. I got to find out what's going on?"

…

The Woods

Davis was driving out in the woods trying to find some place that has answers on why he is all alone out in the city. As he drove some waved their hand out asking for a ride.

"Yea right if I pull over you're probably Volk or possibly Diaboromon. No thanks." Davis said as he drove past the person. He kept going forward, but saw the same person. "Let's try this again." He passed the person again, but his tires got blasted and he crashed. "Hey you're paying for that. Oh great I sound like Zane." When he looked up he saw Charmster. "Charmster say something."

"Grido Mosokomi."

She launched an energy blast that drained the life out of everything it came in contact with.

"Not the words I had in mind." Davis said as he avoided it and used the ultimatrix.

"Mercurymon!"

"Dark Reflection."

Mercurymon absorbed the energy blast through one of his mirrors and shot Charmster. When she hit the ground she seemed to have disappeared.

"Again? What's going on here?" Mercurymon said.

"There you are." He looked to see Kari with Zane and T.K.

"Guys!" Mercurymon said happy to see them and changed back.

"Am I glad to see you guys. What happened to everyone in the city?" Davis said.

"Don't worry about it. Nothing I suppose the great Davis Motomiya can't handle." T.K. said.

"But you know what I'm tired of Davis getting all the credit." Zane said.

"I don't get all the credit." Davis said.

"You pretty much do." Kari said.

"It's all because of that ultimatrix. You keep it all to yourself." T.K. said.

"That's not my fault." Davis said.

"You can remove it by command. So take it off, let us have a shot. Give us a chance with it." Kari said.

"I can't do that." Davis said.

"Selfish." Zane said.

"I'm not being selfish. What's going on with you guys? You don't seem like yourselves." Davis said.

"We're fine, but you on the other hand won't be. Give us the ultimatrix. Let us have a turn with it." T.K. said.

"No! Back off." Davis said as he ran off, but they walked after him. Davis kept running through the woods because he didn't know what else to do.

"Motomiya just give us the ultimatrix." Zane said through the woods.

"All we want is a turn with it." Kari said.

"We deserve it as much as you do, but with all the glory get we deserve it even more." T.K. said.

"Guys I can't give it to you and you know that." Davis said as he took cover behind a tree.

"Yeah we do, but we don't get why and right now don't care." Zane said as he found him and absorbed the stone. Zane tried to pound him, but Davis rolled out of the way.

"I'm not going to fight you Zane." Davis said.

"You'll have to or else I'm going to tear you apart limb by limb to get that watch." Zane said. Zane turned his hands into spike maces and started swinging them at him, but Davis kept moving out of the way.

"Guys knock it off." Davis said.

"Sorry Davis, but you deserve this." T.K. said as he tried to kick him, but Davis moved out of the way and Kari came out started blasting him.

"Okay Zane I can understand because he's a delinquent, but Kari." Davis said.

"There's no point in going on." Kari said.

"If you won't hand it over we'll take it another way." Zane said as he turned his hand into a pair of scissors.

"Well I got to defend myself." Davis said as he used the ultimatrix.

"Agunimon!"

"Refusal and short minded as always." T.K. said.

"I'll get it." Zane said as he charged at him.

"Pyro Punch."

Agunimon launched his flames, but Zane rolled out of the way, but Kari got hit instead and knocked down.

"Kari!" T.K. said as they both ran to her and Agunimon couldn't believe what he did. "You hurt her."

"I didn't mean to." Agunimon said.

"See you are unworthy of the omnitrix, remove it and it will be alright." T.K. said. Agunimon thought about it, but had a thought.

"This isn't right and you would know that if you were T.K." Agunimon said and changed forms.

"Silphymon!"

"Static Force."

He launched his energy blast and pushed Zane and T.K. back.

"Stop it Davis." T.K. said.

"Give it a rest already Alboin!" Silphymon said. All three disappeared and turned into Alboin.

"Well it seems you're more intellectual than I thought. How could you have known?" Alboin said.

"I was suspicious at first because it didn't sound like my friends and that whole I'm not worthy." Silphymon said. "What really gave it away was that T.K. was more desired to get the ultimatrix than worried about Kari."

"Well even if you know I shall still take the ultimatrix from you." Alboin said.

"You really need to let this whole form changing thing go." Silphymon said as he launched energy blast, but Alboin turned into Rinkmon and ran off. "You won't get far."

….

The Smoothie Joint

Davis followed Alboin to the smoothie joint and was careful since Alboin was hidden. Alboin was really invisible as a Chamelemon. He came out and whipped his tongue at Davis.

"I have all the forms you can turn into, you can't beat me." Chamelemon said.

"We'll see about that." Davis said as he used the ultimatrix.

"Kumamon!"

"Blizzard Blaster."

Kumamon fired his snowballs, but Chamelemon turned into Lobomon, brought out his sword, and deflected them all. He then turned into Loweemon.

"Shadow Meteor."

He blasted Kumamon and pushed him into the smoothie machines and got a taste of it.

"Mm still good." Kumamon said.

"It's impossible for you to defeat me." Loweemon said.

"Is that so?" Kumamon said and changed back.

"I think I'm starting to get this whole thing." Davis said. "Whatever jumped on my face made this. It's all a dream." Davis started walking forward. Loweemon blast him, but he didn't feel a thing and kept going. "Correction MY dream." Davis pounded him and pries the chest plate open.

…..

Davis' Room

Davis got a jellyfish like creature off his face and tossed it off him.

"Davis are you okay?" Veemon said.

"Yeah I'm fine." Davis said.

"Had a bad dream?" He saw that Alboin was in his room.

"So you were here all along." Davis said.

"Time to go back to sleep." Alboin said.

"You're right. Good night." Veemon said as he tossed the creature on Alboin's face and he fell back. After a while Davis got the others and were studying the creature.

"That's kind of sick." Kari said.

"Those things are." Zane said.

"What is that thing?" T.K. said.

"It attaches to someone's face and has them have a nightmare of things they hate." Zane said.

"Yeah in my dream everyone in the city was gone and my enemies were after me." Davis said.

"So what could he be seeing?" Veemon said.

….

Alboin's Dream

"No stay back." Alboin said as he was backed into a corner with all of Davis' digimon forms surrounding him. "NO!"