The young psychic Miki Saegusa sat, gazing out of the window as the helicopter flew over the ocean. Donny could sense her saddened emotions just by looking at her.

"Why didn't Sylvia just come with us?" Miki mumbled as a tear ran down her cheek.

"Well, sometimes when people reach that age they don't want to leave the place that they lived at for most of their lives. For instance, my grandmother didn't want to leave home when she had cancer, she died in an alien place, the nursing home." Donny explained, trying to make Miki understand.

"We could have saved her!" Miki retorted as she turned towards her friend. "It was Sylvia's decision, we have no right to interfere with it, she did not wish to com, you must accept the fact that is was not our fault that she died." Donny responded as he put his hand on Miki's.

"Miki, I have been your friend for years, you must trust me." The psychics hugged, both of them on the verge of sobbing.

"There will be a time to mourn for Sylvia, but it is not now, we have to help protect Japan and the world, Sylvia would wish us to do so." Donny explained, becoming more serious. The beautiful city of Tokyo came into sight at last. All three of them were pleased to see the large city, and couldn't wait to arrive.

It was now a couple hours, Miki, Donny, and Shinjo sat at a rectangular conference table, with the rest of the senior staff, waiting for Commander Aso's appearance.

About fifteen minutes later, Aso finally made his appearance. He carried a whole stack of papers with him, he appeared to be in a rush.

"I'm sure everyone knows what has been happening as of late." Aso grumbled as he sorted through his mess of papers. "The Seal of Elias has been stolen, it keeps the monster Desghidorah locked away, we suspect that this man stole it." Aso put a picture of a middle-aged man on the flat television screen.

"O my God." Miki muttered under her breath. Donny looked just as surprised as she did.

"Ah, both of you recognize this man?" Aso said as he noticed the startled look on both their faces.

"Yes, that's Professor Tadao Okayama, from the E.S.P. Institute." Miki replied.

"He's missing, he has been for days. We believe that he's some where in this city." Aso explained as he paced around the table. "I want you three along with Major Kuroki to find this man, and take the Seal from him!" Aso said grudgingly. The team of four glanced at each other, then left the room for their next, dangerous mission.

The Elias flew over Sapporo City, knowing that Zembare would surely attack this place first on his rampage through the world.

"The city is evacuating, the people will be safe." Lora muttered in relief.

"If Zembare can't be stopped, no where will be safe to flee to." Moll whispered, as if all hope had left her completely.

Something then attracted both of their attentions. There were several helicopters flying over the beach, observing something. The Elias and Fairy flew over to where the helicopters were flying. A giant multi-colored egg rested in the soft, moist sand.

"Moll, is that what I think it is?" Lora inquired. "Yes, that's Mothra's egg, that's why she was gone for so long, she was laying an egg, so her offspring can assist in the battle." Moll whispered in astonishment.

Suddenly, sirens began to go off in the city, Zembare could be discerned on the far eastern horizon, approaching at high velocities.

"The egg is in danger!" Lora yelled frantically, nearly falling off from Fairy's back. Moll closed her eyes, trying to think of a way to rescue their deities egg. The wise diminutive women opened her mind, touching Mothra's thoughts.

"Mothra, your child is in danger, so is the human race, you must protect them."

Lora could sense Moll's message that was relayed to Mothra, she could only hope that the insect queen had enough energy to battle this dark, horrid creature that invaded the world.

Finally, Zembare landed in the city. Sending shockwaves through the ground under his mighty feet. The city was deserted, which angered the dark beast, for his mind was bent on death and conquest.

The malevolent fiend released a deadly blast of energy from his mouth, which created a tremendous crater where it came into contact with the ground. Buildings toppled over as the sheer force of the explosion created an enormous earthquake, searing through the area like a tsunami. After the smoke and dust settled, Zembare roared pleasurably, then continued to decimate the city, causing damage far greater than the most terrible weapons ever wielded on the face of this planet.

In the dusty, smoky remains of the previous battle in the forest, Mothra rested on a hill of rock and soil. Her eyes became luminescent, shedding the cool sapphire color on the ground in front of her. The insects wings moved slowly, allowing the stones and soil to slide off, so she could fly. Her right wing was injured severally from the malicious evil of the malevolent dragon.

Finally, after gathering a bit of energy, the great insect deity levitated off from her dust strewn resting place. Her wings flapped slow and majestically, even though her body was covered in a dirty, dusty layer, giving the white hued fur on her face and abdomen an eerie gray color. The benevolent Goddess flew off into the west, towards her victory, or her doom? She did not know, and did not wish to visualize it.

The team of four finally arrived at the E.S.P. Institution in Tokyo, hoping to find some clue of where Professor Tadao Okayama would be located.

As they entered the building, they noticed that there was not anybody there. The place was completely abandoned, all electronic machines and devices were still functioning though.

"I sense something that's not right." Miki whispered, as she observed the entire room, looking for a sign of any information. Donny nodded in response, and continued to search along with her.

Shinjo and Kuroki observed computer screens that sat on the desks along the sides of the room, they seemed to be frozen, someone may have been hacking into the Institutes computer system.

"Lets split up and search." The young Major Kuroki commanded quietly, trying not to sound too commanding.

"That is unwise, we should stay together as a team, I feel an overwhelming evil growing here." Donny mumbled as he glared mysteriously at the dark areas of the room, attempting to discern a moving object.

"You're looking for me, aren't you?" A low brisk voice whispered in the darkness.

"Professor Okayama?" Miki responded, as both her and the rest of the team turned around cautiously, scanning the darkness that extended into a hallway ahead.

A tall man emerged from the shadow. His face was narrow and wisened, thick strands of hair sat upon his shoulders, which were as gray as an over-cast sky.

"I remember you vividly Miki Saegusa, the young talented girl that would be at the top of her class. I also remember you Donny Winter, you're that pitiful American who was anti-social, yet you were extremely intelligent, ranking at first place with your best friend Miki." He growled, remembering these two people that were once his students.

"I could never get a long with you, could I Professor?" Donny murmured, staring into the confident eyes of the aged psychic.

"I know what it is you seek, it's this, isn't it?" Okayama muttered, revealing the Seal of Elias from under his robe.

"So you're the one who released Desghidorah!" Shinjo hollered.

"Ah yes, Desghidorah, I did release him."

"You have killed thousands of people, you must pay for your actions! Miki shouted, as she stomped her foot in front of her.

"I'm not the one who has killed thousands of people, Zembare has, and Mothra released the dragon, it is here wrong doing." Okayama said as his voice grew in tone.

"Mothra was protecting the Earth seven years ago, she will defeat Zembare, it was an accident. I have reason to believe that you're controlling Desghidorah, you don't intend on using him to protect the Earth.!" Donny roared as he glared at the man.

"You think you're wise, don't you, you are a bigger fool than you used to be, I'll join Zembare and we'll vanquish all purity in this world, Mothra will eventually fall, and the Earth will fall with her!" Okayama retorted.

"You really think Zembare is going to accept you as a partner….?" A young feminine voice said in the distance.

Suddenly, the dragon-like fairy Garugaru flew down from the ceiling, bearing the dark fairy Belvera on his dorsal.

"Ah, Belvera, I figured you'd come eventually." Said Okayama, having a little snicker in h is voice.

"Give back the Seal, it is not your property!" The courageous fairy shouted.

"You want it for yourself, don't you Belvera? Yes, I know your weakness my dear. The thought of power seems to tempt you." Okayama whispered, using his sarcasm and deceitfulness to meddle with the fairies mind.

"Shut up, keep your foul tongue silent!" The dark fairy yelled.

"Do you think you can save these pitiful people with the "power", you have!?" Okayama questioned in an angered voice.

Suddenly, the Seal of Elias was snatched out of Okayama's hand by Miki's telekinetic powers.

"Damn foolish girl!" He yelled, throwing himself towards Miki, trying to retrieve his prized possession. Before he came into contact with the young psychic, Shinjo jumped into the air, slamming into Okayama's body, causing him to fall onto the floor violently. As Koji went up to see if Miki was fine, a jolt of telekinesis caused him to crash into her. The Seal fell from her hand, and was back in the grasp of the evil Professor. He aimed the mythical device towards his fallen enemies. Suddenly, a bolt of energy shot towards Miki and Shinjo. Luckily, Donny had jumped in the way, extending his arms, forming a telepathic shield, allowing the destructive force to slide over the barrier, protecting the nervous couple.

Belvera released her sword from its sheath, taking the purple triangular pendant from her necklace and attaching it onto the hilt of the sword. The blade illuminated and extended outward a few centimeters.

Okayama discontinued the energy blast and gazed at his enemies with a smug smirk across his face. "Both of you have become experienced, able to control your powers." He sneered maliciously.

"Garugaru!" Belvera yelled, kicking the side of the mini-dragon. Belvera's steed flew towards the tall Professor, releasing spiraling energy rays from his mouth, causing the man to stagger backwards and fall onto the floor violently. As the brave fairy turned around after taking the Seal, she muttered some words to herself, "Don't underestimate the power of the Elias…."

"We have to leave, before he wakes up." Kuroki said, turning around and running for the helicopter, followed closely by Miki, Donny, and Koji.

Belvera flew off, staring at the mythical shield deviously, never releasing it from her tempted gaze. The thought of power, indeed tempted the small priestess…..