So yeah, I think you can already tell that this is going to be wild. Let's just get right into it, shall we?


"N-Numbuh 1?"

Numbuh 1 blinked a few times, trying to make sure his eyes weren't playing tricks on him. He had been sent to the Axdranix moon factory in order to make sure everything was under control. It was a simple mission he'd done many times before. Sure, it wasn't combat like he wanted, but anything was better than janitor duty. He was on his way to check the control logs when he found the sight in front of him.

His old Supreme Leader, Numbuh 362, standing with a traitor!

"Rachel, what are you doing with her?" Numbuh 1 asked, pointing to Numbuh 417, who was similarly frozen with a complete lack of knowledge of what was going on. "Does she have you enslaved?"

"What? No!" Numbuh 362 responded. "I've been working with her to stop these guys!"

"So you've turned traitor?" Numbuh 1 asked, sadness creeping into his voice. Out of everyone he'd worked with back on Earth, Rachel was one of the last people he thought would ever turn traitor, along with his own Sector.

"No again, Nigel," Numbuh 362 replied, slowly moving closer to him. "Her friends saved me from the Galactic Kids Next Door. Numbuh 60 and I were doing research into them when they captured us. Listen, whatever they told you, it's a lie. They're not heroes! They're going to try to blow up Earth."

"I know," Numbuh 1 replied stoically, causing Numbuh 362 to freeze again. "The planet is infested with adults and teens. And any one of them is capable of causing harm to children everywhere. That's why it needs to go." Numbuh 362 felt her heart grow heavy. She had been warned about this being possible, but it still hurt to hear. Numbuh 1….

Numbuh 1 was the villain she had to fight.

"You…you can't actually believe that!" Numbuh 362 exclaimed, now slowly backing away. "Wh-what about your parents!? You really think Numbuh Zero would approve of what you're doing!?"

Numbuh 1 flinched at that, but his facial expression didn't change. "They're the exception and not the rule, Rachel. I was hoping you'd believe it, but instead, I see you've been corrupted. So I'm sorry, but…" He then pulled a blaster out of his hoodie. "I have to stop you!" Numbuh 362 found herself frozen, but luckily, Numbuh 417 was on the draw, blasting Numbuh 1 away with her gun tail.

"You okay kid?" She asked, dropping her battle stance.

"I think so," Numbuh 362 lied. Of course she wasn't okay! She just found out one of her best operatives (who she also may or may not have totally had a crush on) was evil!

"Great, because we need to get mov-" Once again, Numbuh 417 found herself cut off by a sucker punch from one of the Project Z robots, this time with their cores actually covered. "You guys again!?"

"Numbuh 362! Numbuh 417!" Numbuh 6 Shot's voice rang out over the communications channel. "Where in tarnation are you two!?"

"We got ambushed by the safety inspector," Numbuh 417 grumbled as she attempted to hold back three of the Project Z robots while whacking another with her tail. "Point is, our cover is pretty much blown!" As if on cue, alarms started blaring. Looking over, Numbuh 362 saw Numbuh 1 standing by the alarm button, his expression a mix of pity and sorrow.

"Who's out of the factory!?" Numbuh 666 asked. "I can start setting explosives off so that you guys can use the distraction to run for it!"

"Uh…me, Numbuh Hang 10, Numbuh 60 and the Nevollan operatives!" Numbuh 6 Shot declared frantically. As if on cue, explosions began to ring out, rocking the building and causing pretty much everyone to stumble. Even with the rafters and control room still standing, the factory was already beginning to fall apart.

"Get outta here! I'm gonna bring the room down!" Numbuh 417 ordered as she continued to struggle with the robots, determined to keep them all focused on her so that her much smaller and no doubt frailer fellow operative could escape.

"Are you gonna be okay!?" Numbuh 362 called back.

"I'll be fine! Just go!" Numbuh 417 once again ordered, this time punctuating it with a mighty roar, which ended up blowing Numbuh 362 out the room. Satisfied, she grabbed her communicator and hoped Numbuh 666 wouldn't question her. "DOC! BLOW UP THE CONTROL ROOM NOW!" Seconds later, more explosions rang out, causing the room to almost completely collapse in on itself, burying the six beings still inside in rubble. Before Numbuh 362 could do anything other than pull herself off the ground, she was kicked into a wall, causing her to grunt in pain.

"I'm sorry it had to be this way, Numbuh 362, but for the good of all kids, you've forced my hand," The ringing in her ears nearly prevented Numbuh 362 from hearing what Numbuh 1 had just said to her, but she got enough. Looking up, she saw Numbuh 1 charging towards her, ready to attack. Numbuh 362 rolled out of the way, her hand going for her staff.

"Fighting an old friend turned evil in a collapsing factory? Sounds like a cliche movie finale," Numbuh 362 internally snarked in hopes of keeping her fears down. She knew the only real hope she had of beating Numbuh 1 was if he was beyond rusty fighting or injured. And that second option wasn't a guarantee either. And, of course, that was if the collapsing factory they were in didn't kill either of them first. Numbuh 1, for his part, seemed content to fight barehanded. Surging forward, Numbuh 362 thrust her staff at Numbuh 1's chest. Numbuh 1 dodged, but the sign was still able to catch his side, causing him to stumble. Numbuh 362 took the chance to land a more direct hit on him. She attempted to strike again, only for Numbuh 1 to dodge out of the way and retaliate with a kick directly to Numbuh 362's face. She was only vaguely aware of the blood now trailing down her face.

"It doesn't have to be this way," Numbuh 1 said, holding his hand out. "You could join me. We could put an end to the adult menace together! Finally get justice for all the kids that people like Father have hurt!"

"What you guys aren't doing isn't justice," Numbuh 362 bitterly responded as she wiped the blood away. "It's genocide."

"Desperate times call for desperate measures," Was Numbuh 1's only response before he attacked again, this time with a punch Numbuh 362 was only barely able to block.


"Dudes, should we go check on 'em?" Numbuh Hang 10 asked. Outside, everyone watched as the factory was slowly consumed more and more by explosions and fire. Normally, watching a villain's factory go up in flames would be an enjoyable sight. However, with the knowledge that Numbuh 417 and Numbuh 362 were still trapped inside, it was instead filling everyone with anxiety that their comrades and friends might not make it out. The fact that Numbuh 417 had collapsed a room on herself didn't help with those feelings whatsoever.

"It's too dangerous to go back in at this point," Numbuh 4.3 Light Years pointed out as he held a nervous Numbuh 8 Infinity close to him. They had escaped shortly after the fighting had begun.

"We can't just sit here and do nothing!" Numbuh 60 snapped, having stopped his nervous pacing to do so. While Rachel had been doing a bit more training, she was still not really as skilled a fighter as himself and the fact she was clearly fighting someone meant that she was already in plenty of danger, even without the factory coming down around her.

"Listen kid," Numbuh 666 spoke up, his voice completely stoic for once. "I don't know about your friend, but I also know that Flarias has tanked way worse than a collapsing room and she'd never leave someone behind. No matter what, she'll get your friend out."

Numbuh 60 took a deep breath. While he didn't want to put his trust in someone he had pretty much just met, he also knew that the former Galactic Kids Next Door operatives had proven themselves to be trustworthy so far. Besides, Numbuh 417 was pretty strong from what he'd seen.

"Rachel…hang in here."


Inside the factory, Numbuh 1 and Numbuh 362 continued to battle among the collapsing machinery. Neither was willing to back down, both due to their beliefs in what they were fighting for as well the sense of betrayal they felt. They believed the other was among the most noble and devoted operatives they'd met, yet now all they could see was a corrupted husk. Still, they both knew there was only so much they could take.

"Getting tired?" Numbuh 1 asked as he took a second to clutch his arm, Numbuh 362 having landing a solid kick to it when Numbuh 1 was trying to dodge some falling debris.

"You wish," Numbuh 362 replied, even though her voice gave away that she was utterly exhausted. She had managed to last a lot longer than she was expecting and even managed to land several decent hits on Numbuh 1, but she knew she was pretty much spent. And her opponent knew it damn well.

"I see you're still not exactly the best fighter," Numbuh 1 said in an almost mocking tone. In trust, he was actually impressed. Clearly she'd been training. Or at least seen more combat than him.

"And I see you've gotten rusty," Numbuh 362 snapped back. If this was two years ago, Numbuh 1 would have already crushed her. "Been sitting around in your big spaceship?" Numbuh 1's eyes narrowed. He should have been put on missions months ago! Numbuh 362 attempted to use his brief flash of rage in hopes of catching him off guard, only to end up with the wind knocked out of her from a punch aimed right at her chest. Numbuh 1 then tossed her into the far wall. She tried to struggle to her feet, but it was to no avail. She was completely out of energy to even stand.

"Clearly, I still have enough fighting prowess to beat a teenage traitor like you," Numbuh 1 sneered as he walked towards her. He was blocked from actually capturing her, one of the rafters suddenly blowing up, causing rubble to block his path.

"Sorry it took me so long," Numbuh 417 said as she walked over, bleeding in a few places and with a cracked horn but overall still fine. "It took longer than I was expecting to claw my way out."

Numbuh 362 managed to chuckle weakly. "Better late than never, I guess," Before either girl could say anything else, another explosion rang out. It had gotten so hot the bombs were beginning to activate on their own.

"Can you stand?" Numbuh 417 asked as she looked over the younger girl. She had taken a beating. Clearly, that Numbuh 1 guy was someone to watch out for. Which is why she was hoping the rubble would hold him off for a bit.

"No," Numbuh 362 admitted as she grunted in pain from another attempt to get to her feet.

"Then I guess you're getting your wish after all," Numbuh 417 declared as she picked up the girl and her weapon, setting Numbuh 362 on her shoulder while holding the staff with her tail. "Hang on tight and try not to pull on the horn. I don't need it coming off." Not giving her passenger a chance to respond, Numbuh 417 took to the sky, flying out of a nearby window as the factory continued to fall apart around them. She narrowly managed to get outside as a large part of the factory collapsed inwards. Thankfully, it was a short flight to where the others were waiting.

"Are you two okay?!" Numbuh 8 Infinity exclaimed as she looked over the operatives, who's injuries were clear.

"We're not gonna die if that's what you're asking," Numbuh 417 said in a weak attempt at a joke. "But we are pretty banged up, her more so."

"Let's get back to the ship," Numbuh 8 Infinity said. They all needed to rest.


After getting banaged up by Numbuh 666 (who took his job as the medical officer surprisingly seriously), Numbuh 362 had taken to staring at her feet for the flight back to Nevolla. She didn't really want to talk to anyone. Numbuh 417 had revealed who she'd been fighting to the group and Numbuh 362 had answered a few questions about him before all but demanding to be left alone. Everyone obeyed, although it took 417 a bit to realize what was going on. Numbuh 60 had stayed with her, mostly as a pillar of support.

"How could he do this!?" She had been internally questioning since she was left to her own devices. Numbuh 1 would never let himself be tricked by a bunch of alien terrorists! Yet…he was. And he had all but tried to drag her back to them pretty much kicking and screaming. Just thinking about it mixed with the pain of her injuries caused her to tear up. Numbuh 60 wrapped his arms around her, causing her to smile a little.

"Uh, I'm not that good at this stuff, but if anyone can bring Numbuh 1 back to our side, it's you," He offered with a smile of his own. Numbuh 362 took a deep breath as she considered that. Numbuh 1 had been there in her darkest hour. He had supported her literally every single step of the way. And she'd been damned if she didn't at least try to do the same for him. A determined look appeared on her face, something Numbuh 60 noticed with a grin.

"Nigel…I will save you!"


"Find anything good?" Numbuh 417 asked her friend as she fiddled with the healing cuff that now rested on her horn. She knew it was the only thing that would get her horn back to normal, but it was so itchy!

"Mostly just build prints," Numbuh 666 admitted in a bored tone. "Also, if you keep picking at that cuff, your horn is going to stay cracked."

"I'm trying but it's so itchy!" Numbuh 417 whined as she slammed her fist down. "Couldn't you have made it more soothing?"

"It's not my fault you're so sensitive," Numbuh 666 replied with a smug grin as he crossed his arms.

"You are so lucky I don't feel like getting into another fight right now," Numbuh 417 grumbled. A ding came from Numbuh 666's computer, causing both to turn to it.

"Guess it cracked something else," He said as he began to scroll through the files. Almost instantly, his heart sank when he saw the title.

Project Z-New and Improved!

"What did he do to your work?" Numbuh 417 asked. She had been privy to what Project Z was supposed to be-an attempt at building a way for crippled beings a way to live normally by creating robotic parts to exactly recreate the limbs or other body parts that had been damaged.

"I don't know…but I don't like it," Numbuh 666 growled as he continued to read, with Numbuh 417 reading over his shoulder. How could he let himself trust that worthless rat!?

"Dude…this is messed up," Numbuh 417 said, snapping her friend out of his self-deprecating rage. Before Numbuh 666 could question what exactly his friend was talking about, he began to read for himself and saw what he was talking about. Namely, Numbuh XXX's Project Z now had five beings forcefully serving as the CPU for a set of mini-mechas. Their bodies had been pretty much restructured in order to better interface with the robot and they didn't seem to have any control over it. As the notes said, it was "real brains that work like robots!"

"I…my work wasn't meant to be used for this!" Numbuh 666 snapped as he clutched his head before turning to his friend. "Flarias, I'm not a bad guy right!? Please, tell me I'm not a bad guy!"

"No! Not in a million years!" Numbuh 417 replied as she tried to calm her friend down. She wasn't good with this stuff and she knew it but she also wasn't one to leave a friend hanging.

"Then why is so much of my stuff being used to hurt people!?" Numbuh 666 pretty much snapped. "We're pretty much only using my weapons to fight, something I designed to help people got turned into brainwashed cyborg mechs, hell, I'm literally named for something meant to make things rot away!" Numbuh 417 flinched a little at that. Combinabax were named for something noteworthy they did while young, being addressed as "son/daughter of their parents" until they earned their name. Numbuh 666 earned his own moniker by proving his genius with a bomb that would wither away anything. And while he'd never tested it on a sapient creature…everyone assumed the results would be messy. Numbuh 417 found herself silent, which also reminded her about the itchy feeling currently covering her horn.

"Why does this stupid healing cuff have to be so itchy!?" She mentally snapped. "Wait…healing! That's it!" Smiling, Numbuh 417 grabbed her friend by the shoulder. "Dude, I was literally just complaining about how much I hated this stupid healing cuff for how itchy it was. But that doesn't change the fact it's healing me! And heck, the healing tanks were something you made too! So, sure, you make a lot of weapons, but you've also made some stuff to heal people. And it was Numbuh XXX that corrupted Project Z. If you had your way, it would be used to help people." As his friend's words sunk in, Numbuh 666 found himself smiling as well.

"Thanks, I think I needed to hear that," He admitted before turning back to his computer. "Now let's see what else is hiding in these files, shall we?"

"Anything to keep my mind off how itchy this thing is," Numbuh 417 replied with a chuckle as she continued to look over her friend's shoulder.


"Sorry I couldn't prevent the destruction of our factory, Supreme Leader," Numbuh 1 apologized. He and the other operatives had tried to salvage the ruined factory, but there was pretty much nothing left. It had been enough of a challenge to get the Project Z robots out of the rubble, much less find anything else salvageable.

"It is alright, Numbuh 1," Numbuh Aleph Zero declared, much to everyone's shock. "In fact, I believe I have made a mistake in forcing you to remain on janitorial duties for so long. You are without practice and yet you were able to defeat a traitor by yourself. And I have no doubt you would have captured her if Numbuh 417 hadn't collapsed the rafters in front of you. How would you like to be allowed on active combat missions?"

Numbuh 1 smirked. Finally they were realizing his skills. "It would be an honor, Numbuh Aleph Zero sir."

"Good. I'll have your next assignment ready for you shortly. Dismissed," Numbuh Aleph Zero declared, causing Numbuh 1 to take his leave.

"Sir, are you sure it's a good idea to promote him to the front lines?" Numbuh 74.239 questioned. "Since our next mission is the assault on you know what."

"Who said I was sending him on that one?" Numbuh Aleph Zero declared with a smirk. He was still annoyed about the halted Nevolla invasion but if he could easily capture just the king well…

What was the old saying? Cut off the head of the snakeshifter and the planet falls with it.


Needless to say, a lot went down in this chapter. And it's only gonna get more insane from here.