Darev: Well how do you like that? Not so long a time since the last update, huh? Well Halloween is coming and if you recall I updated a great deal during this wonderful month because I was in the spirit. Now that it's come again I hope I can post several chapters back to back and possibly finish this story by this year. It's already becoming much bigger than I had anticipated but I can't remember when I've written so much. It helps that I recently had the pleasure of reading Stephen King's fantastic novella "The Mist" from his Skeleton Key anthology. It's a great read and I highly recommend it.

As for this installment, be prepared for some action. I know the last two have been slow but that's because they have been building up to this. New monsters show up and the patrons of Smarty Mart get their first taste of what Ron and Shego were spouting about earlier. Things also don't go so well for a regular character. Is someone about to die?

Thank you Daydreamer, Sonic, tragic guy, cajunbear (welcome back, man), and the mysterious "guest" for your reviews.

KP

"Something...in...the mist..." Shego kept saying those same words over and over again. Mr. Barkin was right; whatever she saw in the mist would stick with her until the end of her days. One wondered if Shego would ever be the same woman again, the same cynical, witty, and all around badass when she woke up from her nightmare.

IF she woke up.

Don't think like that, Kim was thinking in her head. She had argued against the possibility of losing with both Barkin and Ron, the latter being a total wreck ever since the loading dock incident, and for the first time in her life, for the first time in all the battles and all the fights and all the close-calls, Kim Possible felt truly alone. Ron wasn't with her anymore, at least not fully. His mind was still trapped back there, in the loading dock, much in the way Shego's mind was trapped in the mist. He was with her only in person, but his spirit was trying to pull Junior back from the grip of the alien tentacle that dragged him to his death. Something told her that as much as he tried, Ron was still losing. He had failed to save Junior and that ravaged him in a way no villain's diabolical scheme ever could.

She tried to put Barkin's words out of her head, about not being able to save everyone and to accept the possibility of defeat. It went against her very nature to accept loss. The closest she had come to giving up was when Dr. Drakken had fooled her using the Eric synthodrone, tying her up in the storage room of Bueno Nacho headquarters while he and Shego sent their Li'l Diablo army to take over the world. She was ready to give up, to throw it all away, but Ron pulled her back from the darkness. Ron saved her from herself.

Looking at him now, his head slumped against the wall where he sat next to the couch where an unconscious Drakken now slept, she wondered if she could do the same. The Eric synthodrone had merely wounded her pride. The loss of Junior had destroyed Ron's confidence. Even Rufus, loyal and ever-vigilant Rufus, seemed unable to break through the proverbial cloud around his friend's heart. The mole rat sat next to Ron in much the same posture, though he would look up now and then as if expecting Ron, the old Ron, to come back to him.

Shego stirred again. Kim half-expected her arch-enemy to wake up, to open her eyes and glance at her before shooting a snarky comment her way. Something along the lines of "Well you're not exactly my Prince Charming, but I'll take what I can get," sounded about right. Kim smiled despite her surroundings. Funny how her mortal enemy, lying near death in front of her, was the first person to make her genuinely smile for the first time in a long time.

"Something...in...the mist..."

Her smile disappeared and Kim sighed. Turning away from Shego, she walked into the manager's office where Mr. Barkin was looking out the window, his hands behind him like a general observing the behavior of his troops. "Possible," he said without turning back. The man was veritable wall, his form taking up almost whole window. He looked so strong then, like a rock or a living statue. It gave Kim hope.

"Hey, Mr. B. She joined him by the window.

"How's Stoppable?"

"No change."

"Have you spoken anymore?"

"He won't listen to me. I think...I think he's lost his nerve."

"Happens to the best of us."

She turned on him. "I need Ron. We all do. He'll pull through this, you'll see."

"I hope you're right." He said nothing more and just stared out the window. Kim followed his gaze to the aisles of Smarty Mart, watching the people, those lucky (or unlucky depending on your point of view) enough to be trapped inside the store when the mist came milling about. Most were eating which was a good thing. People needed to keep their strength up and a full belly was a good way to brighten the mood. No one wanted to be afraid and starving at the same time. A few were turning in for the night, their first night, in the mist. Kim watched parents tuck their kids in while lovers embraced one another. Had they more privacy they might do more than embrace, Kim thought with a blush on her face. People would do anything to forget where they were. A few kids had even built a makeshift fort using discarded boxes and rolled in a few sleeping mats as if they were out camping.

"It won't last," Barkin said after a while.

"Huh?"

"This moment of peace - it will not last."

"People have to enjoy it while they can."

"Are you?"

She looked at him. He finally offered her the decency of looking back. "Are you enjoying this moment? Or are you going to spend it all worrying about things you cannot change?"

"What are you...?"

"Shego won't be waking anytime soon and I won't even consider that mad scientist fellow. Stoppable is in the next room. He's a wreck and here you are worrying about everyone and everything but yourself. You'll put yourself in an early grave at this rate."

"What would you have me do? Have sex?"

"Now you're talking."

Kim's skin turned from white to red in the blink of an eye. "Mr. Barkin!"

"No better way to kill time. And I hear it tuckers you out enough that you might even get a good night's sleep." A hint of a smile crept on his serious face as he turned to leave the room. "Might take your mind off of what's going on as well. You'll be well-rested and ready to face the day tomorrow." He looked around. "I hear no one ever comes up here. And the door lock works." He glanced at her one last time, "Good night, Possible," and left the room.

Kim was still fighting down the blush on her face, a look of disbelief all over her. How could Mr. Barkin tell her something like that? How could he even think it? Sex at a time like this? It just doesn't happen...does it? And for him to be so nonchalant about it, like he had mentioned the weather and nothing at all was disturbing. He was her teacher. There were certain restrictions that pertained to that relationship. She didn't even talk to her own mother about that stuff (nevermind dad) and had only gossiped about it with Monique and the girls in the cheer squad. Come to think of it, the one person he never discussed it with was the one person she considered sharing that intimate experience with for a long time.

Her loins were almost pulling her into the other room.

"Get a hold of yourself, Kim!" She was still blushing, still trembling with embarrassment, and had to count to ten before she gathered the courage to leave the room.

"Everything okay?" Ron asked when he noticed her walking funny.

"Everything's fine. Mr. B's just a strange guy is all."

"I hear that." His voice was without mirth and it forced Kim to regard him in the light. "So what's the plan?"

"Plan? What plan?"

"What do we do now? Felix's transmitter is a bust, which means we're pretty much stuck here until morning."

"That about sums it up," Kim said, hoping her blush had died down.

"So what do we do until then?"

"I don't know!" He blurted out. Ron blinked at her in astonishment. He didn't expect her to explode like that and even Rufus glanced at her awkwardly. Covering her mouth, Kim looked away, hoping to find something, anything to take her mind away. Need a moment? Why wait? Grab a Snickers!

"We need to keep an eye on Shego and Drakken."

"It's not like they're going anywhere."

"They might wake up and they'll want to know where they are."

"You heard what Barkin said about Drakken. The guy's not waking up anytime soon."

"We can't leave them alone."

"Why not?"

"Because we just can't, Ron!" She cried at him, fists trembling. "We don't abandon people! It's not what we do."

Ron stood up, slowly. "KP, no one said anything about abandoning anyone. Drakken and Shego are in the safest place in the store. No one will bother them."

"Well...good!" She turned away from him. "Let's keep it that way."

"Kim?" Ron took one step towards her. "Are you feeling okay?"

"Of course! Why wouldn't I be?"

Ron looked from her to the entrance and back. "Did Mr. B say something to you?"

"I just have a lot on my mind right now."

"You've had a lot on your mind since the beginning. This is different. Kim, tell me."

"I don't...I feel...dammit, Ron. Why can't you just let it go?" She rubbed her head after feeling an ache coming along. "I'm just so stressed right now. I don't know what to think or what to do. I can't stand not doing anything."

"But we are doing something?"

She turned on him. "What? Standing around, watching our number one enemies die in front of us? How's that doing anything?"

"But you just said we need to watch them. If doing that bothers you so much then why stay here?"

"Because I need something to do. Anything!"

"Then I'll stay here while you..."

"No," Kim cut him off. "You can't stay here. Not by yourself."

"Why?"

"Because," Kim stopped herself when she realized she had nothing to say to that.

Ron's eyes narrowed. "Because you think I'll fall apart if you're not around?"

"I didn't say that."

"But you thought it. I'm not some charity case, Kim. I've dealt with problems before. I can handle it."

"Can you?" She knew what she said. She knew what it sounded like. She didn't care. "Can you handle it, Ron? Because I don't think you have been handling it."

"What do you mean?"

"You've turned off. I've never seen you this out of it before. I can't hold your hand and look out for everyone else at the same time."

"I don't need you to hold my hand."

"That's new! I've always had to look out for you. I leave you alone for one time and this is what happens."

"Are you kidding me?"

Rufus winced, hearing their voices rise with each sentence. He knew an argument was coming along and if he had ears he'd be covering them right now.

"I watched someone die, Kim! I watched the tentacles rip pieces off of him and chew him up before dragging him into the mist. You go through something like that and you're not going to be alright."

"Okay! You lost Junior. It's sad but you have to get over it."

"Get over it? GET OVER IT?" Ron was almost smoking at the nostrils. "How dare you? Who do you think you are?" He stepped towards her. "Kim Possible! The Girl Who can do Anything! You think you could have saved him? You think you could have done better? You have no idea what I faced. You don't know what I've seen. There wasn't a damn thing you could have done to save Junior."

"I would have tried."

"I did try! I did everything I could. But I guess that doesn't mean much to Ms. Perfect."

"Don't go there, Ron?"

"Why not? Miss I Never Makes a Mistake think she's all high and mighty! You always think you're better than everyone else. I've always been the sidekick, your own private joke. Well no more, Kim! I'm tired of always being compared to you?"

"Who compares you to me?"

"Everyone!"

"You mean yourself."

"I mean everyone!" Ron was livid. He was only inches from Kim now. "I tried to save Junior. I screwed up! I'm not perfect like you, okay, so get off my ass!"

"I'm not on your ass!"

"Then stop acting like you're better than me."

"I don't."

"Yes you do!"

"Why don't you stop feeling sorry for yourself and get your head on straight? That is if you can fit that enlarged head onto those skinny shoulders."

"Watch it, KP!"

"Or what? You never could hit a girl, Ron."

"I'll make an exception this time."

"Go ahead. I dare you!"

"I'll do it!"

"Go on!"

"I'll..." Ron tried to finish that sentence, but it was cut off by the press of Kim's lips on his own. Rufus watch slack-jawed as they kissed. He resisted at first but eventually Ron returned the kiss, wrapping his arms around her back and pulling her in close. Kim did likewise, pulling him into an embrace that stole both their breaths away. After what seemed like an eternity of spit-swapping, they released themselves and stepped back. "What...the hell...was that?" Ron asked after he caught his breath.

"I don't know." Kim brushed aside her hair. "I think it was stress."

"I'll say." Ron stumbled back to the couch and almost fell on a sleeping Drakken. He corrected himself. "Kim, I think we're losing our minds here."

"I'm sorry."

"What?"

"For what I said." She looked at him, green eyes pleading. "I'm so sorry, Ron." She rushed to him and planted another kiss on his lips. "I'm sorry." She kissed him again. Kim pressed herself against him, her body molding into his. What am I doing? Her mind raced with excuses to condone her behavior. True she loved Ron, and yes she thought about doing it for a long time now. She wanted their first time to be special, at a place of their own choosing. The tree house, perhaps, or maybe one of their rooms. It had been on her mind for some time now and she knew that Ron, for all his shyness and reserved behavior, had been thinking about it as well.

This felt forced somehow, like they were on the clock and had to get it over with as soon as possible for time ran out. Kim wanted it, but this didn't feel right. Oh, she felt something. Everything beneath the belt grew hot and she could feet the front of her shirt getting tighter. Her tongue wormed its way to his mouth, asking permission to enter. What am I doing?

Ron's expression said the same thing when he pushed back at arm's length. He was breathing very hard and his face flushed with blood. No doubt blood was rushing to other parts of his body as well and he suddenly seemed the need to hunch over as if in pain. He looked at her, eyes hungry, but disillusioned as well. "No."

"No?"

"Not here."

Then it hit her. Rufus was in the room, not to mention Drakken and Shego. She looked at the naked mole rat who was still gawking at them, his chin almost to the ground. "Right." She grabbed his hand. "The manager's office. Barkin said,"

"No." Ron shook his head.

"What do you mean no?"

"I can't do this. Not now."

"Why not?" She looked genuinely confused, scared, and a bit angry. Her body was burning up now. What man could resist a girl in heat? "Ron?"

"KP, I don't know what's gotten into you. Maybe you're just horny, or maybe you're trying to make me feel better...but I can't do this with you, not right now."

"Then when?" She asked as if it were the most bizarre question she ever asked.

"I don't know." He moved away from her.

"Ron?"

"I'm sorry, Kim." He was still catching his breath, the bulge in his pants seemingly as confused as Kim was at that moment. "It's not that I don't want to...but I can't. I just can't."

"Why the hell not?" Kim was angry, she stomped her foot. "We both need this, Ron!"

"We?" He looked at her. "Or you?"

She stopped her tantrum.

"It's not just about you, KP. It's more than just stress. It's more than losing Junior."

"Then what is it?"

"I don't know."

"You don't know or you don't want to talk about it?"

"Both."

Kim sighed. "Ron..."

Someone came through the door at that moment, startling both Kim and Ron. "Kim! There's something you have to see!" Ned's nasally voice was high-pitched, like someone had laid a match under his butt.

"Ned, this really isn't the time."

"I'm serious! There's something outside. Bugs. A whole lot of them!"

Kim and Ron exchanged alerted looks before following Ned out the room. Rufus picked up his jaw off the floor, shaking his head at the absurdity of human mating habits before giving chase.

KP

Monique stared, awed, at the scene before her. A veritable swarm of large dragonfly-like insects had come to Smarty Mart. A mist in their own right, the swarm came in dozens, then in scores, until hundreds of them blanketed the glass window at the front of the store. There were so many at first that it became difficult to make any of them out and Monique had stopped counting after thirty. A strange noise filled the air, a sound like a sputtering motor, as the outside resonated with the hum of a thousand pairs of wings.

"We're going to need a whole lot or Raid," she said to no one in particular. Every now and then a thud would sound out whenever a bug would slam against the window. Monique jumped, as did everyone else, for they feared the glass would break. It was a genuine concern given the amount of bugs out there and some even suggested reinforcing their barricade, building it all the way up should the pressure become too much for the glass.

Monique had to agree. Oscar had taken the leadership initiative at that point, giving orders and making sure everyone stayed away from the windows just in case they did break. He also had several people bring out brooms and distributed lighter fluid in a score of buckets. If any of the bugs got in, he reasoned, they could dip the brooms in the buckets and light them up, creating a torch defense system. Monique was impressed with the man's fast thinking and she joined the ranks of the torch-bearers, a broom squeezed tightly in her worried hands. She noticed with some dismay that Vinnie and Big Mike were also holding mops. No doubt having something of a weapon on hand made the two frightened boys feel safe and secure. As far as she was concerned, putting anything in their unreliable hands made them as much a threat to the people as the bugs. She kept a safe distance.

"There are so many of them," she heard Tara say. Josh had been aiding Oscar in setting up flood lamps throughout the store should the power go out. He seemed to know his way around pretty well, Monique realized, and he and Oscar had a developed report with one another. Monique was suspicious, wondering what those two had in common, when she found Tara standing beside her with her arms around her. "I hate bugs."

Monique touched her arm. "It's okay, Tara. We'll be fine as long as we stay in here."

"What if they get in?"

"You can't think like that."

"Monique," Tara looked at her. "Where's Kim?"

"I think she's up at the manager's office. Why?"

"I just wish she was here. I'm scared."

The ebon girl motioned over Tara's shoulder. "There's Josh. Why don't you help him out?"

But Tara shook her head. "I don't really want to."

That set off alarms in Monique's head. Tara and Josh were tight back in school. One couldn't find one without the other. You would think Tara would be in the arms of her lover in times of crisis. Instead she seemed adamant about keeping away. Far away. She noticed Josh noticing her noticing Tara and looked away, saddened.

"Tara, is there something going on between you and Josh?"

"No."

"And is that the problem?"

"No."

"You're a lousy liar, Tara."

She regarded Monique with a cold stare. "Look, I've already gotten the pep talk from Kim and I don't need it from you. I wish you two would just mind your own business!"

"T.I.E!"

Tara blinked at her. "Tie?"

"Take It Easy. I'm only trying to help."

"I don't need help."

"Everyone needs help sometimes."

"Well my last name isn't everyone. It's Strong. Tara Strong. I can look after myself." She raised her chin and walked away.

"Well excuse me." Monique mimicked her gesture and turned back to the window. The glass was covered in writing, kicking, and fluttering bug parts. She saw Felix rolling down the aisle and waved him over. "What's up, Felix?"

"Nothing much. You?"

She shrugged her shoulders.

"Have you seen Kim or Ron? There's something I wanted to run by them but I can't seem to find either of them."

Monique was about to tell her what she told Tara when someone cried out. "Holy shit!" She looked up, Felix almost falling out of his seat to turn around, when something large and fast smashed into the window. The swarm parted as a creature with a six-foot wing span picked one of the insects off the glass with its beak and flew away. A second bird-thing struck, this time to their left, and several people screamed as another bug was carried away in hungry jaws, the glass cracking from where the impact had been.

"Oscar!" Monique called. The portly man ran up to the front where a scene of pure pandemonium awaited him.

"My God."

"There's another one!" A man in the crowd screamed. More of the large, leathery birds appeared, attacking the swarm, picking them off one by one, before disappearing into the mist. Most were quite nimble in their technique, diving and snapping off a bug with hardly a sound, but some were slamming into the windows. A particularly bird devoured its kill right where it caught it, shaking the window. Cracks began to web out from wherever a puncture was made. Soon chips began to fall.

"Everyone get back!" Oscar yelled. "Josh, turn on all the floodlights!" Josh moved to carry out his orders. "Back! Everyone back!"

A terrifying sound filled the room - glass being shattered. One of the birds had missed its intended target, but in the flurry had poked a large hole in the window. It went after the elusive insect and left a gap big enough for one of the dragonflies to steal in. It was followed by another, and then another. People panicked and ran.

"It's inside! Kill it!" A terrified woman wailed as she ran by Monique.

"With pleasure." Using the mop as a bat, Monique aimed at the closest dragonfly and swung with all her might. The pole struck the bug in mid-flight and it crashed to the ground, its wings bent but still very much alive. Realizing the amount of energy it would take to kill the bug with her flimsy mop, Monique raised her foot as high as she could and stomped downward. "Shit!" She slipped as her shoe crunched the chitin shell of the insect, splattering the insides within. Green and black goo covered the floor and Monique almost fell. Fortunately Felix was there. He rolled up to catch her and she fell flat on his lap, exuding a grunt from the boy.

"Thanks, Felix."

"Anytime."

"What's going on?" Ned appeared with Kim and Ron in tow. He noticed the chaos around him but was focused squarely on the scene in front of him; that of Monique sitting on his friend's lap, smiling.

"Kim!" Monique shot up, unaware of Ned's hurt expression. "The bugs are inside!"

"What bugs?" Kim said. She ducked as a dragonfly buzzed her head, almost knocking her over. "Nevermind." She got up. "Ron, get some people together and cover those breeches. Monique, have you seen Mr. Barkin?"

"Can't say I have."

"Felix?"

The boy shook his head.

"Damn!"

"I'll help Ron." Felix followed Ron, oblivious to the hurtful stare of Ned. "Let's go, Ned," he said as he passed by. Ned glanced at Monique, already moving off with Kim in the direction of the biggest ruckus, shaking his head.

KP

Mr. Barkin was in the exotic pets' wing of the store when the invasion happened. Luckily they had sold all the big animals off, such as the gorillas and the lions, meaning that most of the animals left in Smarty Mart were of the behind a glass cage variety. He watched one in particular, a new species of arachnid found in the jungle of the Amazon, its design a mixture of red stripes and black spots. The Amazonian Mamba, it was called, after one of the most poisonous snakes in the world. It was a beautiful creature, one that reminded Steve of all the exotic animals he'd seen in his travels. He found himself becoming very nostalgic for the old days lately. Maybe it was being around Kim and Ron that reminded him of what he used to do. Steven Barkin, once a teen hero in his own right and an ex-member of Team Impossible (the irony wasn't lost on him there), was now playing den mother to the next generation.

"Some things are just meant to be," he said to himself. The screaming caught up to him then. He was walking past the spider monkeys' cage when he heard it. There was a curse and someone shouted in a language other than English. He sprang to the commotion, almost knocking over Josh as he did so. "Dammit, Mankey! What the hell is going on?"

"Bugs. Big ones."

"Slow down, son."

But Josh was ecstatic. "Giant bugs. They're in the store. They're being attacked by birds and now they're coming inside."

"You mean the birds are eating the bugs?"

"Big birds!" Josh exclaimed. "Oscar wants me to turn on all the floodlights."

"Why?" Steve ran after Josh as he activated one of the large lamps.

"I don't know. Josh ran to the next light with Steve behind him. "Why don't you ask him?"

"We're under attack and we don't understand the enemy. To act rashly could lead us to disaster."

"I'm only following orders," Josh spat back.

There was a time when Steven would have said the same thing. How many mistakes had he made, how many friends and innocents lost, all because he did what he was told without question? Some orders were made to be questioned. He kept up with Josh. "I'll take the west wing and you the east. Then we meet back here and regroup with the others, understood?"

Josh nodded and moved off in the other direction. Steven watched him go, nodded and went the other way.

KP

Ron saw it before the guy ever what hit him. He wanted to scream, tried to, but deep now he knew it was too late. Another bug had entered the store via one of the holes left behind by one of the birds. A man had tried to whack it with his broom but missed it entirely, the bug slamming him in the head as it flew by. The man tripped and fell into the stack of dog food, knocking it over. He was almost knocked unconscious by the falling stack and struggled to his knees. Ron saw this and went to help him.

But he was too late.

A bird chasing the dragonfly saw where it went and forced its way through the gap. It was amazingly agile and managed to get in without making the hole bigger than it already was. Standing on the stacked bags, Ron got his first look at it. It reminded him of a those pterodactyls dinosaurs he saw in the museum as a kid. While much smaller, its wing span was easily his height and Ron noticed that the dactyl had not one, but two pairs of leathery, green wings with a membrane-like surface. Its elongated head was able to turn 360 degrees, giving it a perfect view of its surroundings. A long, muscular neck attacked it to a lithe body was featureless, no feathers or fur, but pure blue-gray muscle. The hairless dactyl regarded Ron once, turned to chase after the bug, and then noticed much easier prey beneath it.

Yellow eyes shining, the dactyl leaped onto the dazed man, its sharp talons ripping into his back like it was dough. Gouges of blood appeared on his white shirt and he struggled and screamed. Then the dactyl lowered its head. It sharp beak opened wide to reveal rows of thin but razor-sharp teeth that clamped down on the man's exposed neck. The unfortunate man's neck geysered in a fountain of blood as the teeth found punctured veins and capillaries. He spasmed and writhed beneath the carnivorous creature which only made it go into a frenzy. Its taloned feet went to work, cutting and slicing the man's flesh, tearing chunks of him as easily as the tentacles did Junior. It was eating him alive!

Watching the man struggle, seeing the blood and the way the creature easily rendered the man into meat, made Ron snap. He screamed and charged the dactyl, still feeding on the dying man. Seeing Ron, the dactyl squawked in defiance as if it meant to fight him for its kill, but then it saw that he wasn't alone, Felix and Ned right behind him, and didn't like its chances. The dactyl took flight, leaving man in a pool of his own blood. Ron swiped at the dactyl with his bare hand, missing it by an inch, before it flew off. "Come back here, you bastard!"

"Ron!" Felix winced as he noticed the dying man. "He's bleeding!"

Ignoring Felix and the man, Ron picked up a shard of glass that had been broken off the window and gave chase.

"Ron!" He was gone, oblivious to Felix's cries. "He's..." Felix stopped when he noticed the man had stopped writhing, his cries of pain gurgled into nothingness. Ned joined him just then, his eyes fixated in horror.

"It...killed him."

"We've got to close up this gap before any more of those things gets in." Felix's words turned prophetic as another dactyl, seeing the opening, came in on a reckless course for food. "Ned!" Felix cried as the creature narrowed in on him, thinking him easy prey. "Ned!" Felix yelled again and turned to his friend. "Help!"

But Ned was already gone, running the other way.

KP

It took Kim only an instant to realize just how bad things were. People ran in every direction, any semblance of a coordinated defense lost the moment the glass shattered. It should have come as no surprise. These were people, not soldiers or government agents. Even their greater numbers proved little comfort in the face of potentially having to face those bugs one on one. As if the fact that they weren't huge was bad enough, the bugs had deadly stingers protruding from behind. One of them hovered in the air and waved the stinger around like he was a mugger wielding a knife, threatening. It was enough to send the nearest bunch of people scrambling for cover.

"Burn them!" Monique screamed so loudly beside Kim that she almost jumped. "Light the mops!"

It was then she noticed the buckets lining the back of the aisles. One of the patrons had slipped and kicked a bucket over, spilling its contents on the floor at Kim's feet. It was then she smelled the lighter fluid and realized what Monique had meant. "Give me that!" She grabbed Monique's mop and dipped the end onto the puddle below her. "Does anyone have a lighter?" She asked aloud. When no one responded she spun into action, spinning the mop like a fighting staff before bringing it down on the back of a bug that got too close to a frightened woman. The bug was stunned but managed to put some distance between them. Kim's next strike missed entirely and it flew away.

"Kim!" Monique called after her. "Be careful! You're throwing lighter fluid everywhere!"

True Kim's action had created a fire hazard in the vicinity of the fallen bucket, and she realized with some embarrassment that she managed to spray some of the oil on Monique as well. "Sorry. You'd better change."

"Oh my god!" Someone screamed, the same woman who Kim had saved, as she turned and pointed. "Look!"

Kim did look. Monique did too. At the front of a store another bug had just entered through the gap and on its tale was a much larger winged menace: a fierce pterodactyl-looking bird of prey that screeched loudly as it chased the insect. The dactyl opened its beak, revealing its rows of teeth, before they clamped down on the fleeing dragonfly. So fast was its flight pattern that it moved like a rocket, practically blowing the women off their feet as it flew by.

"Now we've got dinosaurs too!" Kim said in awestruck disbelief. "This is crazy!"

"It's a crazy world, girlfriend."

"Will someone light this damn mop?!" Kim cried over the screams of the people as they had something new to worry about. My kingdom for a match, Kim thought in her head. The dactyl flew off towards the back of the store. Not wanting to lose it, and realizing that she was getting no help from others, Kim went after it. "Come on, Monique!"

At least the dactyl appeared confused which is why they were able to keep up with it. It was looking for its primary food source, the dragonflies, and with so many distractions, not the least of which was those insanely bright lamps set around the interior of the store, it didn't seem to know just which way to go. It crashed into a pile of stacked cans before leaping onto shelf, squawking something fierce. Agitated, with no sign of bugs nearby, the dactyl reared back its long head and let out an ear-piercing screech. It launched itself at one of the floodlight lamps and tore it down, the thing sending sparks everywhere.

"What's wrong with it?" Monique asked as she and Kim observed from a distance.

The sparks frightened the dactyl and it hoped away, right into the path of a middle-aged woman who was running from a bug that had zeroed in on her. She didn't see the dactyl, but it saw her. Actually, it saw the morsel chasing after her and lunged at the bug. The woman screamed as the dactyl bored into her, its claws raking her face. Blood streamed down the woman's face and it was lucky that the alien bird wasn't interested in eating her; otherwise she would have been dead before she hit the floor. It used the woman as a springboard and lunged at the bug. The dragonfly disappeared into the maw of the ravenous avian and it was chewed on voraciously.

"Help her, Monique." Kim charged. Now that the bird was busy eating and was on the ground, Kim figured there was no better chance to bring it down. While Monique pulled the bleeding woman out of the way, Kim jumped onto the nearest shelf and worked her way up. When she was just above the dactyl she considered her angle before leaping off. With gravity to her advantage, Kim brought the full force of her strike right down on the dactyl's exposed back, a hit that would have crippled it. The creature howled and spit out chunks of devoured insect onto the floor. It staggered a bit but did not fall and gave Kim a look that appeared more confused than hurt. Whatever it was made out was of sterner stuff than she realized and it attacked her as if she had suddenly grown a pair of wings and a thorax.

Even on the ground the dactyl was surprisingly quick and Kim found herself pinned against the shelf, raising the mop in front of her as the creature's beak snatched onto it. She was more worried about the feet which raked at her legs and stomach. If even one of those things scored a direct hit, Kim had no doubt that she'd be disemboweled. She tried to keep it back, feeling the wood splinter under the immense biting power of that beak. Pinned as she was Kim could hardly move, could hardly avoid those tearing raptor-like talons. It's going to kill me...

A figure came barreling down the aisle, holding the stand-end of the lamp which the dactyl had bowled over, ramming it into the dactyl and saving Kim's life. Monique put her full force behind that charge and pushed it well off her friend before stopping to consider her next move. The lamp had been heavy and she had to build quite a bit of momentum to get herself running. Right now the base was on the floor and so was the dactyl.

"Thanks, Monique." Kim came up next to her. "You saved my life."

"Anytime. But what about that thing?" She indicated the dactyl which was already getting up, barely phased by the surprise bum rush.

"It's pretty tough. I don't think I can kill it with this thing." Kim gripped the mop, which was splintered in the middle. The dactyl had almost bitten it in half. Kim shuddered to think what would have happened to her if the creature successfully broke through her defense. "We need fire."

Monique looked around and saw another flood lamp. "You still got that thing covered in oil?"

"The mop? Yeah."

"Then follow me." Monique pulled Kim along toward the lamp. The dactyl screeched and took to the air, gaining altitude on its powerful double-wing set. Monique pushed the flood lamp over, breaking it on the floor. Sparks flew out in every direction. "Light it up!" She told Kim. "Quickly!"

Catching on to Monique's risky - albeit brilliant - plan, Kim lowered the mop's bristled to the sparks and watched them catch fire. She heard Monique scream as the dactyl came at them from behind, eager to get at the girl who had disturbed its feeding time. Kim turned around at that moment, the mop raised like a glowing spear. "Eat this!" She raised the torch-end right into the creature's face. It howled again, this time in fear, and tried to stop its momentum. Kim managed to catch one of its wings on fire, forcing it to crash land onto a rack of discounted jackets.

Kim's eyes lit up. "Shit!" It was rare when she cursed, but this was the perfect time for it. The jackets went up like kindling and fire spreads quickly. The entire rack was on fire and it spread down to the next one, and the one after that.

Kim threw the mop like a spear right at the dactyl, catching it in the face. It was blinded by the attack and fell down writhing. The dactyl whined as the pain became too much for it. Kim and Monique ran around the next aisle to avoid the flames. "Now what do we do?" Monique said. "I don't see any fire extinguishers around. Do you?"

When Kim didn't answer her, she asked her the same question. "Kim?" Monique turned around. Kim was standing very still at the moment. "What's wrong with you?"

Kim's horrified face and wide eyes told her something was indeed very wrong. She felt something bump into her back while she was looking the other way. Then she felt tiny legs crawling up her back. A slight buzzing sound filled her ears as translucent wings fluttered in excitement. It didn't take long for the bug's bulbous head to appear over her shoulder and Monique's jaw dropped. Behind Kim, the insect's scorpion-like tail reared back.

KP

Felix fell off his chair, the dactyl having launched itself into an attack that would have surely taken out his eyes if he hadn't moved in time. Now he never considered himself handicapped before, but being on the floor while a hostile carnivorous bird was coming around for another jab was frightening enough without the use of his legs. He noticed with horror that his chair had been tipped over. There was no way he'd be able to get it upright in time before the dactyl attacked.

As if knowing this, the dactyl moved in for the kill. Felix desperately crawled away to one of the nearby check-out counters. His hands reached the edge when he felt his body being tugged away. It was strange, but Felix didn't feel any pain at all, and yet he still screamed as if a hot poker had been burned into his left calf. The dactyl's powerful beak had clamped down on Felix's calf and drew blood. Felix grabbed the edge of the counter and held on for dear life, his body being lifted off the floor and held at a horizontal angle two feet up. He cried for help but no one was around. The few patrons who remained at the front of the store were trying desperately to keep any more bugs or birds from breaking into the store, holing up gaps and fortifying their walls.

Felix was on his own.

"Help me!" He cried. "Ned! Ron! Kim! Monique! Someone!" Felix could hear his pants tear, the creature's sharp jaws cutting into his skin and tearing at muscle and bone. His leg would give out at any moment. "Help!"

A flash of green light and intense heat followed that last plea and the dactyl cried out in agony. Felix slammed onto the floor. He pulled himself to a sitting position as fast as he could, his leg bleeding but still attached, finding the dactyl covered in flame...green flame. It burned at the dactyl's skin, turning its blue-gray body black in mere seconds. Finally, the dactyl stopped moving, becoming no more than a charred husk.

Still gasping, Felix's wide-eyed stare followed the direction the flames came from. A woman in a green and black cat suit was standing with a slight limp, her hands up and still smoking from the blast she used to destroy the dactyl. Her suit had several rips and her right calf had been hastily bandaged, but none of those things took away from the splendor that was this femme fatale. Villain or not, right now she was Felix's hero...and she wasn't done yet, not by a long shot.

"Damn," she said. "How long was I out?"

KP

"Don't...move."

Kim would have rolled her eyes at Monique's suggestion if it hadn't been ludicrously obvious. She could feel the bug's head right by her ear, its mandibles clicking and clacking as if whispering horrendous love notes into her lobe. Every female fiber in Kim's body wanted to shout out the greatest "Eww" in history. She kept completely still, fearing the smallest movement could mean her doom. The eyes rolled in every direction and one of them extended, the stem propping Kim's ear.

Now she began to shiver uncontrollably. "M-Monique...h-help..."

Monique didn't know what to do. If she moved, the bug might well sting Kim. However, she could not just stand there and do nothing, especially with the fire growing behind them. She watched Kim struggle to stay into place. She'd seen her friend stand up to the most daunting of evildoers without the slightest bit of fear. This time, however, Kim Possible was terrified. This was one enemy that would not be intimidated by her reputation or fighting skill, nor could it be goaded into making a mistake. It ran on pure instinct, something of which allowed Kim to overcome her many opponents. Only its greatest weapon was not some doomsday machine or overly complicated trap. It was a poisonous stinger just three inches long.

A heavy hand smacked the bug off of Kim's back and she screamed. It wasn't pain but shock, as Kim was just as surprised as Monique when Mr. Barkin appeared, his foot stomping down on the bug as it fluttered on the floor. Its body disintegrated under Barkin's massive weight and there was nothing left but an ugly splotch and pieces of chitin, not to mention two pairs of very crumpled wings. "You alright, Possible?"

"Mr. Barkin!" Kim threw her arms around his neck, her feet dangling from the ground. "Thank you! Thank you!"

The man, once so immovable, actually blushed. "Ahem!" He gently dislodged the grateful girl. "You are welcome. You're just fortunate I was happening by when I saw the smoke."

"Kim took out one of the dinosaur things with a torch. The bad news? She also lit several racks on fire."

"It's not like I did it on purpose, Monique."

"I'm sure you did everything you could. Right now we have to put out that fire." Steven looked up. "The fire sprinklers should have activated by now."

"Could there have been a short circuit? You know, like after the blackout?" Kim asked.

"Possibly. In the meantime we'll have to do this the old-fashioned way." He led the way back to the flaming stacks which were like a giant pyre now. "We need to separate the burning racks from each other. Start knocking down the ones that haven't caught fire and pull them away. If the flames have nothing to burn then they will eventually run out." Mr. Barkin led by example, creating a gap between the racks that weren't burning from those that were, braving the flames without the slightest hesitation.

Kim moved to join him but felt a hand on her shoulder. "Kim? Where did it go?"

"What are you talking about?"

"The dinosaur. It was dead...wasn't it?" The dactyl was nowhere to be found, the spot they had left it now very vacant.

Monique's question had Kim looking around, alert. "I threw the mop right in its face."

"And it died, right?"

"I thought so."

"A little help, ladies." Barkin's voice came through the smoke. He was coughing. He couldn't see the girls anymore. He could barely see an inch in front of his nose. He didn't see it coming.

A form leaped onto the man's chest, raptor legs digging into it as if it were paper. A sharp beak clamped down on Barkin's shoulder and ripped out a chunk of flesh. Mr. Barkin was no novice to pain and had honed his body to react to it accordingly. He grunted and grabbed the animal by the winds, pulling and tearing as he tried to keep his face away from that horrific beak. His chest was bleeding and he felt blood seeping down his clothes, but Barkin did not relent. He did not give up. Instead he moved toward the flames, exposing the creature's back to the fire. Realizing his intent, the dactyl released him and tried to fly away, except that its wings were in the man's grasp and he threw it with all his might into the pyre. It disappeared into the inferno, its last screech a curse thrown at the man who killed it.

Clutching his chest, Mr. Barkin stumbled out of the smoke. He heard Kim cry out when she saw him. "Oh my God!"

Barkin almost barreled into them but managed to keep his footing. Kim and Monique grabbed one of his arms to help steady him up but Barkin would have none of that. "I'm fine," he coughed, a trickle of blood running down his chin. His left shoulder was ravaged where the dactyl had bitten him and the whole front of his shirt as colored red. "It just caught me by surprise."

"I'm so sorry. I thought it was dead. I didn't mean..."

"Knock it off, Possible. Pity doesn't suit you. It's dead now and that's all that matters." He heard something over the flames. "No." Mr. Barkin turned around just as the dactyl burst out of the pyre, its whole body alit. He pushed the girls aside and reached out to the monster, its eyes telling him that it mean to take him with it on its journey to hell. The two fighters clashed; the flames on the dactyl lighting up Barkin's clothes. Yelling, Mr. Barkin grappled with the dactyl as they fell to the ground, clawing, biting, and punching.

"Mr. Barkin!" Kim ran to help him but they had rolled a good twenty feet to the side. While Barkin had the advantage of strength and size, the dactyl was on fire and it burned the man horribly in the face and arms. He managed to put out the fire on his clothes during the roll and by then the dactyl had weakened enough in its struggle to stay alive that it stopped kicking. With a roar that froze Kim in her tracks, Barkin threw the dactyl onto its back, straddled it to either side, and began beating it do death. It didn't take long for the creature to stop moving and when Barkin finally moved away from it, its head was flattened and brain matter seeped out. The blackened husk was all that was left of this once deadly predator.

Kim watched Barkin collapse and ran to him. "Mr. B!" She knelt beside him. The man's face, chest, and arms were horribly burnt from the scuffle. About the only good thing to come out of the debacle was that the fire had cauterized the claw wounds in his chest, meaning he wouldn't be bleeding to death, but that was of little comfort to her right now. Tears rimmed her eyes and Kim could not believe what she saw. Mr. Barkin was the strongest man she had ever met besides her father and to see him so horribly scarred like this was too much. "Oh God."

Monique was there too. "Stay with him. I'll get help."

Kim did not watch her go. Her eyes were fixed on the dying man in front of her and oh how her heart sank. "Don't die, Mr. Barkin. Please." She almost gagged on the scent of burnt flesh. "Please."

Wheezing, Barkin closed his eyes.

KP

The attack lasted less than six minutes and only a handful of bugs, plus three dactyls, had managed to break into the Smarty Mart. Oscar managed to rally the people and the front and finally seal the breeches, securing the store from further invasion. The rest hunted down and killed the remaining creatures so that when Bonnie and Justine arrived they found a scene of relative stability. Now all that was left was to access the damage, tend to the wounded, and put out the fires.

"What happened?" Bonnie a brown-haired boy when he walked by her. He was clutching a bleeding hand and his eyes were still wide with shock.

"We were attacked, that's what."

"By what?"

His eyes turned from shock to confusion. "By the monsters outside. Lady, where the hell have you been? They broke through the glass and started eating people."

"Did anyone die?" Justine asked the boy and Bonnie looked at her in genuine disbelief. The blonde seemed not to care about the devastation surrounding her. She certainly didn't care that the boy was in obvious pain and that the blood from his hand was dripping to the floor.

"A guy got ripped to pieces, I think," the boy told her. "And one of the employees was badly burned."

"Who?" Justine asked.

"I don't know. The big guy, I think."

The girls glanced at each other.

"Have you been hiding under a rock or something? Didn't you hear the screams?" He winced as the pain in his hand grew stronger. "Ugh! I've gotta go." He left them to find someone who could look after his injury, offering them one more confused look before staggering off.

Justine scratched her chin.

"What are you thinking about?" Bonnie said, when she noticed Justine had been very silent for a while.

"I'm thinking this is another penny in the jar. It's something we can use to build our case against James Possible."

"I thought you already had everything you needed. Didn't you say you recognized that thing we found in the air duct?"

"I did. But there's still no direct connection with the space center. We can't just bring it out and say 'See, it's Possible's fault! Don't listen to Kim!'"

Bonnie grabbed her hair in frustration. "I don't get you. You act like you know what's going on but you're just as confused as the rest of us."

"I fail to see your logic."

"Face it, Justine." Bonnie stepped in front of her. "I've held enough grudges in my day to recognize a personal vendetta when I see one. You'll do anything to pin this on Kim even if her dad's not the one responsible for the mist."

"My argument seemed valid enough to turn you around."

"I said I'd help you. I never said I believed you."

"You can lead a horse to water but you can't make him drink, is that what you're saying?"

"I don't even know what you're saying." Bonnie threw her hands up in disgust. "God, why did I ever agree to help you?"

"Because you hate Kim Possible."

"I don't hate her...much."

"Uh-huh. Who are you trying to convince, Bonnie? Me or you?"

The brunette shook her head. "This is hopeless." She turned around and almost ran into Ron Stoppable. She shrieked when she noticed the blood on his face and shirt. More vividly, and therefore more important, was the bloody pair of lawn scissors he carried in one hand. The tool had been used recently and it was still dripping with black blood. "Ron?"

Justine looked around Bonnie. "What happened to you?"

"Same thing that's about to happen to you," he raised the scissors, snapping them open and shut for good measure, "if you don't start talking."

Bonnie stepped back, felt herself bump into Justine and looked at her once before looking back at Ron. The look on his face was like nothing the brunette had ever seen. Gone was the goofy, cherubic buffoon who was more smiles than Bonnie had ever thought was humanely possible. In its place stood a cold, angry man who had seen more than his fair share of death. This wasn't Ron. This wasn't even the Monkey Master. It was something else.

"You two are going to tell me everything you've been doing." He stepped forward. "Or I promise you that Kim will be the least of your worries."