They leave their pizzas and Clelia grabs Wade, she tells the nanny to follow her. Who's picked Eowyn up. Clelia says, "Come on, WE'VE got to take my babies somewhere safe!"

Black Out is about to leave to fight with Cobra soldiers he's commanding, but he tells the Soldiers to go on and he says to Clelia, "Follow me I know a place that will be safe."

Clelia and the nanny follow Black Out to the stairwell in the middle of the building, when they got to the bottom, they saw the oil wells power supply.

Then they go past the first two to a door in between them and when Black Out opens the door and gestures them inside, they see it's a got a small control box for the power and workstation for someone who obviously had been guarding the power to the oil station.

Even though this area could have overridden the control room controls, sitting there is a dummy guard.

The nanny pokes the dummy, but the body falls down and then everyone cries out realizing it's not a dummy, except Black Out.

She takes the body out and puts Eowyn in the room, with the nanny putting Wade down.

Clelia then looks at Black Out crossly.

He shrugs and says, "What I had to kill him, he works here?!"

Clelia hears the alarm and then sees her nanny run off pulling out a gun and saying, "I'm not sticking round here and I'm joining the fight! Bye!"

Clelia goes to scream at her and Black Out stops her and says, "Don't we'll leave your babies here. Locked up they'll be safe!" She feels his hand touch her face and Black Out looks at her and says, "They'll be fine trust me!"

She shakes her head and says, "I can't leave my children here alone!"

Black Out grabs her and pulls her out of the room slamming the door shut behind him; he locks the room with her screaming at him to stop.

Then he lets go of her and gives Clelia the key, he holds her by her suit and says, "Karakuri, if you don't help us Cobra Commander will kill your children or Firefly will or even the Joes! Your children are expendable to them! Don't you know that?!"

Clelia looks at him and looks at the door where her babies are crying out to her, but safe for now.

She looks at Black Out again and sighs, resigning herself to the fact that he's right. Black Out lets go of her Ninja suit and says, "You see Clelia I'm trying to help you. Don't think I would ever hurt you or your offspring Clelia."

She nods and ignores her baby's cries as much as it hurts her, but then as she's puts on her Ninja mask and his going to leave.

She stops, her whole body stops, one of those times in life when her body just won't let her do something and Black Out who's ran out of the room already, comes back and gestures his hands out wide in a questioning manner which she hears him do.

He then asks, "What are you DOING?!"

Clelia shakes her head at him and gulps knowing that this may be the end for her and her babies, but she'd rather be with them then leave them.

Clelia says, "Black Out GO! I can't do it! I can't leave my children!"

Black Out sighs and says, "Fine Karakuri it's your life."

Then he runs off and leaves her, Clelia turns round and unlocks the door.

When she opens it she can sense in the darkness her children's frightened faces as their crying stops at the sight of her and they look at her happy that she's there.

Clelia hears them scream, "MAMA!"

They both run to her and holding out their arms and she leans down and hugs them as they get to her.

Then she picks them both up and puts them away from the door, going back to the door and shutting and locking it.

She then goes back to her babies and sits and waits holding them in her arms, with them both sitting on her lap.

On her radio she hears Firefly contacting her, "Where are you Karakuri? Get to me on the roof now!"

She then hears nothing as she ignores his orders and after half an hour later she hears explosions outside the building, like some of the oils station buildings are blowing up. Clelia realizes that it is the contingency plan if the Joes are winning Firefly must blow the whole place up and he would be able to send the missiles off if she was out there to help him, but she can't leave her babies.

Clelia knows she must get out of the building with her babies and take them to the airport. Otherwise they'll blow up along with her soon, now Firefly's started to set off the charges all across the oil station.

Contact Firefly and other troops and get them to come and leave with her, someone else besides her a blind woman flying the plane just won't work.

Clelia carries her babies to the door and then she puts them down and unlocks it with her key.

Opens the door, picks them up again and runs with them towards a door at the end of the room after the metallic circular boxes and then into a room with a basement door on the ceiling.

The sound of gunfire can be heard now through the basement door.

Clelia puts her babies down, moves a metal ladder against the door and peaks out the basement door.

She sees that there are Joes and Cobra soldiers at either side of the building, shooting at each other and she's stuck in the middle.

Clelia radios to the Cobra to stop shooting she needs to come out of the building from in between their gun fight, the Cobra soldier who gets on the radio to her says, "We'll stop, but that won't help you because they won't!"

Clelia says, "Fine, I'll do something."

She throws a smoke bomb out then she quickly grabs her babies and gets out of the basement, she looks at the Joes and sees that their grasped why the Cobra soldiers have stopped shooting and one guy who seems to be their leader yells to her, "Come over here with your babies karakuri!"

Clelia shakes her head and runs to get behind the barrier the Cobra soldiers have made.

She gets there and then runs on ahead to the airport, yelling behind to the Cobra soldiers, "You guys should start heading off, soon too. Once I'm out of site at least!"

She hears the Cobra officer yell back while he starts shooting at the JOES again with his troops, "Okay, we'll do that! Thanks for the advice!"

Clelia as she runs off heading to the airport hears another explosion, another part of the oil station exploded.

She keeps running and comes across the building where the prisoners are being held and are now being locked in by some Cobra Vipers, Clelia runs over and asks, "What the hell are you guys doing?! You can't do that!"

They look at her not caring and run off, Clelia sees some JOES then coming her way. Still she can't just run off, so she puts her babies down and tries to get the crow bar out from between the door handles.

It just won't budge, Clelia then hears the Joes behind her and she just ignores them and hopes for the best.

She hears a Joe behind her say, "This is Karakuri. Shouldn't we stop her?!"

Another answers him and says, "No, she seems to be helping us out for some reason."

She tries again but it won't budge, a Joe behind her says, "Give me a go Karakuri. I can help you get those hostages out."

Clelia moves aside and this big Joe pulls at the crow bar and "WHOOMP!" Out it goes, the others cheer, "YAAH, great work Roadblock!"

Clelia then realizes she can go now and picks up her babies and goes to run off, but a Joe points a gun at her and says, "Don't move Karakuri!"

Clelia yells at him, "You going to get my children killed! How are evil are you Joes?!"

The Joe says, "How am I going to get your children killed? I'm not going to shoot them?! Besides you're the one who brought them here!"

Clelia says, "You idiot the explosions going off what do you think they are?!"

The Joe says, "It's because the buildings we have captured aren't any use to Cobra anymore. And you also want to kill us Joes in them, but we're not in them anymore. So you guys are failing on that count."

Clelia says, "The whole place is not good to us now because you've taken over! So the whole place is going to blow, so if I can't get to the airport with my babies their going to die! And that will be your fault!"

The Joe who's leading looks shocked and yells to his soldiers who are getting the prisoners slowly outside, "Hurry UP Joes! We've got to get them out and to the airport now this place is going to BLOW!"

The other Joes look shocked then they follow his orders yelling, "Yes, Sir!"

Clelia runs along with them, running past them and towards the airport.

And the plane, she hears the Joe leader say over his radio, "Guys we're going to the airport with the civilians! Snake-eyes team and Flint's team, you need to make your way to the airport now! The place is going to blow!"

Clelia heads off in front of the Joes.

A Joe asks, "Where are we going?"

Duke says, "We must be heading for the airport, that's our quickest way off the base!"

Then as Clelia sees the oil station airfield. Shooting starts from in front of her.

Duke yells, "Get Down!"

She jumps onto the ground with her babies, Wade and Eowyn crying from the shooting and the fact they just got gravel rash.

The Joes are down too, with the prisoners.

Then Clelia throws a flash bomb ahead and the Cobra troops are blind for a little bit.

She gets up with the Joes and prisoners following and runs behind some crates.

The shooting begins again and she hears more troops marching to the join the other soldiers, Black Out ordering them to kill everyone even "That traitor Karakuri!"

She hears that and gulps, the Joe leader she suddenly recognizes his voice as Duke says, "Looks like their not your friends anymore Karakuri! You on our side now?!"

Clelia snaps, "Only because I have to be!"

The troops are soon going to be around the bend and will kill her babies, so Clelia runs around to the side of the crates the Joe following her with the fifty prisoners. Duke looks at her looking up and says, "Guys, we'll send some of you up there, the rest of us will guard the prisoners."

Road Block asks, "Are you sure she can make it up there?"

Clelia nods, "If you guys mind my children?"

The Saudi who she helped before held out his hands and said, "I Mas'ud will look after your children for you. Since you helped me and my fellow prisoners it's the least I can do."

She hands over her babies as gunfire is heard, the Joes fire back and the other team Flint's team helps them.

Coming along in a truck, they park in front of the prisoners as a shield.

Clelia climbs up the crates using her fingers to grip the crates and then at the last crate at the top she jumps up onto it and throws a rope down for the two Joes who are RoadBlock and Barrell Roll, Still their stopped by Duke, "No, Don't worry about it now Snake-eyes's team are here. They'll go up and help her with the killing of Cobra soldiers from that vantage point. You guys stay here and help me guard the prisoners."

Duke Looks at Snake-eyes and his team who have turned up and says, "You guys need to go up that rope and help Karakuri kill the Cobra soldiers from up there."

Snake-eyes looks at him questionly and Dukes waves his hand in dismissive way and says, "Apparently she changed sides for now. So work with her okay?"

Snake-eyes looks up at Karakuri and then at the rest of his team who also look mystified, then he looks at Duke and nods.

Clelia holds the rope while lying down so she doesn't get shot, as their coming up the twenty of the prisoners get in the truck and the guy Flint goes to the wheel ready to drive it off.

Snake-eyes and his team, Kamakura, Storm shadow and Scarlett soon come up.

Kamakura says to Clelia, "Didn't expect to be fighting on the same side with you. Thanks, for the help up."

Clelia says, "Your welcome."

Clelia pulls the rope back up and heads to the other side of the crate, where she watches the side where she can see the airport with Kamakura and the others watch the side where they can see the truck. Scarlett asks, "Is everyone in position?"

Everyone says, "Yes."

Storm shadow says, "That's a yes for Snake-eyes too!"

Scarlett says, "Lets do this then!"

They all start shooting picking off the Cobra troops, Kamakura asks, "What made you change side's Karakuri?"

Clelia says, "My children's safety and the safety of the prisoners."

She looks at Kamakura who looks a bit worse for ware from fighting and she then goes back to shooting as the truck goes off to the airport, Clelia then asks, "Where is Firefly?"

The truck makes it to the plane, with a G.I. Joe helicopter shooting down the troops there to make the way clear for Flint to get into the plane with the prisoners. Still he can't because theirs still more Cobra troops alive.

Kamakura says, "He's down below. We got him tied, next to Duke's team and the hostages. Never mind that though we need to help Flint!"

Karakuri says, "If we go through this window here we can get a jeep and help him out! If you and I go alone the others can stay here and keep knocking off the Cobra troops."

Kamakura looks at the window not that far from them that she had pointed out and then looks at Snake-eye. Kamakura asks, "Do you think we should go off and leave you guys here?"

Snake-eyes nods and Kamakura goes over to the window and looks down through the window and says, "There's Cobra soldiers there, we have to get rid of them first."

Clelia stands up going over next to him and says, "No, if we do that we'll blow up the jeep. We can sneak down if that's possible. We are Ninjas after all."

He glares at her dig at him and he opens the window quietly, Clelia throws the rope over and then looks at him and whispers, "Can you tie a knot, I can't."

Kamakura grabs the rope and whispers, "You call yourself a ninja?!"

She sighs at his comment as he finishes his knot and he hears her do that, then he whispers, "What can't hack the truth."

He ties himself up and then goes over the window to the other side and slides down. Clelia then follows him down with out tying herself up and thanks god for the gloves or she would have got rope burn.

When she gets down he looks at her amazed and whispers, "You did that very neatly I must say. Now let's get these Snakes!"

Clelia takes offense to the Snakes comment she whispers, "Hey, you calling me a snake?!"

Kamakura shakes his head and whispers, "Your not one anymore, you were before!"

She follows him round some crates and sees the Cobra soldiers smoking casually while the fighting's going on.

They jump over the crates taking out their swords and they kill the Cobra troops with Kamakura only slashing at them with his sword and stabbing them through the guts. While Clelia chops off their heads.

He looks at her in shock and she shrugs her shoulders and says, "Their dead aren't they?!"

He coughs out spew onto the ground quite disgusted with her and says, "Sure but a simple slash across the chest or stab through them would have done it."

Clelia just hopes in the passenger side of the jeep and says, "We don't have time for semantics just drive!"

Kamakura sighs and jumps in, he asks, "How?"

Clelia pulls the dash board down and chucks the key at him.

Kamakura starts the engine and they drive off towards Flint, when they go past Black Out screaming at them, "Your dead you mother fuckers!"

Kamakura chucks a grenade at him sending him falling down and severely wounded but not dead.

Clelia says to Kamakura, "No need to kill him he's a friend of mine!"

Kamakura looks at her weirdly then shakes his head and continues driving; they get close enough for the Cobra soldiers to shoot them.

Flint is shooting at the back of the truck protecting the prisoners.

Clelia starts shooting at the Cobra soldiers, they get behind the truck with the jeep and hop out when Kamakura stops the truck.

Clelia runs up beside Flint with Kamakura they start shooting the Cobra troops from there.

Flint says, "About time you guys got here, even if one of you is a Cobra."

Clelia smiles at him, then sees Ted and Joe and backs off on one side of the truck and yells on the radio, "Guys stop shooting! The Bosses are out, it's over! Its only us now give up! It's me Karakuri!"

The shooting stops and she goes around to the back of the truck and sees Ted with four others put up their hands in surrender, dropping their guns.

Kamakura looks over at the airfield building and sees that the Cobra troops are surrendering there as well.

Kamakura says, "Their all surrendering!"

Clelia looks over and sees that they are surrendering.

Flint yells, "Drop your weapon Snake! Or I'll shoot you!"

Clelia and Kamakura look over to see Joe holding up his weapon aimed at Flint, he yells, "Not on your LIFE!"

Ted and Karakuri yell, "NO!" In unison as he goes to shoot Flint, he gets him first shooting him in the arm and the leg, disarming him but not killing him.

Flint looks at Joe, then walks over to him and stands over him and says, "Along time ago I would have killed you for that! Not anymore, I'm back to how Jaye would have

wanted me to be."