A/N: Here's chapter 3 or episode 2.

Hero Cat

Chapter 2: The Cloud

It is a peaceful evening of Elmore, here at the metropolitan area, two heroes grunting as they jump from building to building, one is a sixteen-year-old blue cat name "Hero Cat" who wears the same costume and a mask but instead of blue eye mask it's a blue mask that covers half of his face. The other one is a fourteen-year-old fish name is "Fishboy", his costume got altered as well, having fin's on both his green mask and his green gloves.

"So, uh… h-how much longer do we do this? We've been at this for hours?" Fishboy complained.

"Just a little longer, my friend." Hero Cat said.

"How can you be sure that there still criminals out there?" Fishboy asked.

Hero Cat suddenly stops; a layer of pavement rolls ahead of him. "Well, it's night time, so of course bad guys are still out there." Hero Cat said.

A distant bell alarm can now be heard going off in the distance, Hero Cat stops to listen suddenly. "Told you, let's go." Hero Cat said as he jumps off in the bells direction. After a few seconds, Fishboy follows. A building is now shown with a red light blinking. A sign on it reads "Goldbrooke Labs." Three guys emerge from the building. Two very large men holding a crate, one is a humanized rhino, another is a humanized elephant, and another not holding the crate who is a dog and is holding a laser gun.

"Ah! That alarm is giving me an ear bleed. Let's get out of here." The Dog said.

"Not so fast! If you're planning to escape, you have to face, Hero Cat!"

"Who?" The Dog said.

"Seriously? How do you creeps not know me? I'm Hero Cat, an S-Rank superhero, come on I've been around for three years!" Hero Cat said.

"Nope, not ringing bell." He said.

"Hey, I thought Iron Bee was the only S-Rank superhero in town?" The elephant said.

"Iron Bee? Why, that dime-store Iron Man isn't fit to—Wait, why am I having conversation with you chumps, surrender now!"

"*Snap fingers* Sure, whatever you say, Mr. superhero." The dog said.

The elephant pushes Hero Cat back and his head goes into a dumpster. "So that's the way you want it, huh?" Hero Cat dazed. The elephant lunges at him, Overhead Fishboy watches occasionally going "oh…" as Hero Cat is pulverized. He then lands behind The Rhino.

"Hi." Fishboy said.

"Who are you?" The Dog asked.

"I'm Fishboy, his sidekick."

"Molten Rhino, make me some fish sticks will you."

The elephant used his trunk to break off a ladder from a fire escape to his right. He hits Hero Cat with it, his head goes through the rungs. The Elephant twists it and the ladder squeezes Hero Cat's head.

"DAH! My thinking part!"

Meanwhile, a mouse crawl out of the building through a small hole.

"Looks like I'm too late. Hello, what's this? Holy Crap, no way." She said as she watches Hero Cat.

"You don't want to cook me. I probably taste bad." Fishboy said as he steps back into the wall.

Molten Rhino charged at Fishboy in full speed. Fishboy jumps over and starts to run away as Molten Rhino got his horn out of the wall and grabs Fishboy. The elephant laughs as Hero Cat swings the ladder from his head like an idiot. The little mouse seen enough, she crawls out of hiding to save them.

The humanoid dog uses a crowbar to pry open the front of the crate and takes out the briefcase in it. Meanwhile, Hero Cat rips the ladder of his head and jump kicks The elephant, still laughing. The mouse morph into her normal form which is a fairy with antlers, she's a year older than Hero Cat and she's one of S-Rank superhero along with Hero Cat and Iron Bee, she stands behind the dog on the opened crate.

"I finally found you, Big-D." She said.

"Metamorpher? Aw, fuck!" Big-D said as he starts running.

She was going to stop him but when she sees Fishboy who was about to get fry, she rescues him by morphing into a monster arm, punching the rhino, and force him to let go of Fishboy. Next, she morphs into a manatar, knocking him out with her elbow, and morph back to normal, just in time to see B-D drive off.

"Are you all right?" Metamorpher asked

"Yes, thank you." Fishboy replied.

The Elephant is thrown at Metamorpher, she jumps out of the way. "I see you've gotten a lot stronger, Gumball." Metamorpher said.

"Wait. Penny? Penny Fitzgerald? Oh my god I haven't seen you since the academy. How are you?" Hero Cat said.

"Oh I'm fine, thanks for asking." Metamorpher said.

"Wow, you look amazing."

"Thank you, Gumball. I was going to go with a costume, but eh."

"You guys know eachother?" Fishboy asked.

"Fishboy, this is…well she used to be called Hard Shell until there was an accident during training." Hero Cat explained.

"The damage on my shell is unrepairable, my parents take me to Mr. Impossible so he can try to fix my shell but it results to another accident which turn me into this." Metamorpher said pointing herself.

"Dang." Fishboy

"It's no big deal. Over time, I got used to this. It took me a long time to control my new powers but it was worth it." Metamorpher said.

"So, what are you doing here? I thought you were away at New York?" Hero Cat asked.

"I came back to Elmore to track down these guys. They stole two other components from Goldbroke Labs back at New York, I tried to follow them so I can ambush them here but I was too late. Plus, you two screwed it up."

"Uh, whoopsie?"

Fishboy picks up an envelope that fell out of The Elephant's pocket. "Hey! What's this? "Happy Birthday to me. You are invited to a birthday party for one of world's greatest criminal mastermind. Gift must be required, signed Masami Yoshida." Fishboy said, finish reading.

"Masami Yoshida. I should have known." Metamorpher said.

"Are you going to tell me who Masami is?" Fishboy asked.

"She's too powerful for me to take on alone. I'm going to need some help." Metamorpher said.

"I guess not." Fishboy said.

"How about us. It will be just like old times." Hero Cat said.

"Alright."

"Neat!"

"OK, here's the plan."

Meanwhile, a car approach in front of the mansion, Big-D gets out of car and knocks on door. A hatch opens up and a pair of eyes look out. A butler who is a cloud opens the door.

"Hey! Jervis!"

"Ah, Mr. Big-D. Ms. Yoshida has been expecting you, please, follow me." Jervis said.

Big-D follows Jervis as they walk past to people hanging up a banner reading "Happy Birthday." One is humanized Dragonfly, the other is a mole like creature with a large belt of dynamite around his waist. They continued walking until they finally reach Masami sitting in a chair in front of a fireplace, she is fully grown teen with a body, legs and feet. Also, she wears a rainbow bow on her head and a rainbow shirt, a black skirt, and blue shoes.

"Ms. Yoshida, Big-D has arrived." Jervis said to Masami.

"Ah, Big-D. Where's Molten Rhino and Elee?

"Ah, they got nabbed but I got the stuff." Big-D said.

"Excellent, open the case. I want to get a better look at it." Masami said.

Big-D brings the briefcase over to Masami and opens it up. He picks up one of the lenses and it sends a glowing blue light around shining around.

"Wow! It's so beautiful!" Big-D said.

"Careful you fool. I don't want you to drop it." Masami said.

"Sorry, but what are the lenses for anyway?" He asked as he put the lensed back into the briefcase.

"You'll find out soon enough. Now, take the lenses to the lab and get to work." Masami said.

"As you wish." Big-D said as he leaves.

"This is perfect. My birthday is going to be the bomb. Jervis, would you play my favorite music?"

"Of course my lady." Jervis said. He puts in a CD into her CD Player. The music is playing a villainous type theme; this makes Masami feel all tingling inside.

"Thank you, Jervis. Once my birthday gift is completed by tomorrow night, I won't be just the most popular person in Elmore…but I'll be the most popular person in the world. MWAHAHAHA!" Masami laughs maniacally.

"Forgive me, Masami, but is that the best you can come up with?"

"Jervis, don't interrupt my moment."

The next evening, Hero Cat who is holding a bag, and Fishboy are standing outside of their home waiting for Penny to show up. Hero Cat has been waiting for a chance to tell Penny how he feels. She and her family move to New York, after, she graduates the Hero Academy which made him devastated, but she's back this is his chance.

"This is it, Gumball. Now that Penny is back in Elmore, it's time to tell her that I love you but don't say it forcedly ask her on a date, first. And don't puss out like you did in the academy." He thought.

While waiting, a small yellow banana that has googly eyes and mouth who wears a white eye mask, and a white cape, he appeared out of nowhere to chat with his friends.

"Hey look! It's The Comedian!" Fishboy said.

"Hey, guys!" The Comedian said greeting himself.

"Hey, Comedian." They said.

"Whatcha you up to?" Hero asked.

"Nothing much. My enemy stops arching me for some reason. So, you guys got any super action going on up here? Any of supervillains you need a hand with? I got some jokes that will blow their minds, literally." Banana Joe said.

"No. No. Pretty quiet here. See you later, Comedian." Hero Cat said.

"Yeah right." The Comedian angrily said as he storms off.

"He seems cool." Fishboy said.

"Yeah, but when he tells jokes, he became the opposite of cool." Hero Cat said.

A dragon land in front of them without waking up everyone in the whole block. At first Hero Cat and Fishboy were startled, but the dragon speaks…

"Guys, it's me."

"Oh, Metamorpher. I didn't know it was you in that dragon form." Hero Cat said.

"Hop on." Metamorpher said.

Hero Cat and Fishboy jump on her back as she flaps her wings and took off in north direction.

"You bring special outfit?" Metamoprher asked.

"Yep. There in the bag." Hero Cat answered.

"Put them on. We're going sneak into Masami's party as birthday entertainers." Metamorpher said.

"Yes, there is no way that, Masami, will recognize us." Hero Cat said as he put on his clown costume.

"We're here. Get ready to jump. And remember, keep Masami happy while I'll go find her secret lab." Metamorpher said.

She hovers over Masami's mansion as she watches the guards. When the guards look away, Hero Cat in his clown costume, and Fishboy in his magician outfit jumps down as they sneak inside. Meanwhile, Metamorpher lands on the roof as she morphs into a mouse and sneak into a crack to find her lab.

Back with the Hero Cat and Fisboy, they continue walking the hall as everyone stared at them with a "WTF?" look. "Why is everyone looking at us?" Fishboy asked Hero Cat nervously.

"Maybe their jealous of our awesome looks." Hero Cat answered.

They accidentally bump into a cloud who's is Masami's butler. "Can I help you, gentlemen?" Jervis asked.

"Uh…We're here for the birthday girl." Hero Cat said

"Oh yes the birthday entertainers. We've been excepted you two, please wait here while I informed her." Jervis said as he walks to Masami.

"This is going smoothly. I wonder how Penny is doing?" Hero Cat thought.

Meanwhile, Penny in her mouse form, stop in the library as she sees the bookshelf open. "Typical." Metamorpher said. Big-D walks out of the bookshelf as it began to close. She quickly ran inside just in time before the shelf close completely.

Masami opens an envelope revealing a birthday card which contains $20 inside. "Oh, a birthday Card. How original." Masami said sarcastically. "More Gifts!" Masami yelled.

A man with a ribbon pulling another man comes to Masami. As he walks forward it is revealed that the man on the ribbon is a bulk size robot with a purple visor.

"Happy Birthday, Masami. I hope you like him. He's D.E.A.N. My best henchman. He is the strongest robot in the criminal world. Ha ha!" The man said.

D.E.A.N made some pose showing off his strength in front Masami which made her blush. "Oh! I'm in love with him already. Even though he's a robot." Masami said.

"Pardon me, Ms. Yoshida, but Hero Cat and his sidekick are here pretending to be birthday entertainers." Jervis said to Masami.

"You don't say. Bring them here, this should be fun." Masami said.

Back with Metamorpher, she changes back to her normal form as she searches through the lab to find the lenses. "Come on where is it." Metamorpher said as she looks through the draws. She stops when she spotted a giant cannon fully powered and ready to fired.

"That's new. I'll bet the lenses are inside that cannon. Better informed my team, but first I need to disable this cannon." Metamorpher said.

"Why don't you tell them right, now?"

Metamorpher turn to see who it is. It is Masami and she brought her guards who are aiming their guns behind Hero Cat, and another pointing a gun on Fishboy's head.

"And don't' even try. Like I told blue boy over here, if you make a move I'll have my guard shoot the fish kid." Masami said with an evil grin. Metamorpher put her hands up and join with the two superheroes.

"The cannon is ready, Masami. Happy Birthday." The scientist said as he handed the remote to her.

"Thank you." Masami replied.

"So, is this the part where you tell your sinister plot or whatever." Hero Cat said.

"Oh yes. Thank you for reminding me. Allow me to unveil my new birthday toy!" Masami said as she fiddles with his remote control. "The de-powered cannon. With this lovely new weapon, I, Masami Yoshida will commit the ultimate act of vandalism. I will use this weapon to depower every Superheroes in this city making them weak as a feather!" Masami said as she laughs maniacally.

"Laaaame. I was hoping to be Heat Ray or something." Hero Cat said complaining.

"Heat Rays are very hard to find you know. This is all I can do." Masami said.

"I'll bet that thing doesn't work. It'll probably backfired or blow up it our faces." Hero Cat said.

"Hero Cat, shut up." Metamorpher whispered.

"Oh really, well let's test on that theory shall we." Masami said.

Masami used the remote controlling the cannon as the cannon aim at Hero and Metamorpher and fired on them. The laser beam effected through their bloodstream causing them to feel pain as Fishboy watched in horror. As the cannon finishing firing, the two heroes struggles to stand as they feel like all their powers were gone.

"My strength, my speed, my coolness. There all gone." Hero Cat said.

"So as mine. I can't morph to anything anymore." Metamorpher said.

"Well as much I love to make fun of you losers, but now I got a city to conquered. Guards, take them to the holding cells." Masami commanded them.

"Uh…we don't have holding cells, Masami." The guard said.

"No holding cells! Alright fine, take them to the storage room." Masami ordered.

The guards take the three heroes to the storage room as Masami used the remote to position the cannon to its original spot. When she pressed the button, the cannon didn't fire.

"Hey, what gives?"

Masami walks to the cannon to see what's wrong. "Are you kidding me?! It has to recharge!" Masami said.

Back with the heroes, Hero Cat and Metamorpher tries to look for an exit while Fishboy looks through storage door window to make sure no guards are here. "Damn it. We've search through the whole room and can't find an escape door." Metamorpher said.

"What makes you sure that there's an escape door in here?" Fishboy asked.

"I don't know. Usually there are hidden passage in the storage rooms or dungeon cells. I guess there isn't one." Metamorpher said.

"So, now what?" Fishboy asked.

"I got an idea, but I want you guys to hide." Hero Cat said.

Meanwhile…

"How much percent?" Masami asked.

"Fifty percent…oh wait, jump back down to forty-nine percent." The scientist said.

"GRAHH!" Masami growled.

Back with the heroes…

"Guard, pardon my French…douche." Hero Cat said.

The guard heard the word as he opens the door to see him, but Hero Cat and the others are gone.

"They've escape. But that's impossible."

Hero Cat jumps down and kick him cross the head knocking him out. Metamorpher and Fishboy got out of hiding to join back with Hero Cat.

"I can't believe that exactly works." Metamorpher said.

"Come on, gang! Let's hurry to the lab!" Hero Cat said.

Back with Masami…

"Hundred percent, Masami." The scientist said.

"Finally! Time to become Elmore's savior MWHAHAHA!" Masami laughed.

"Savior?! More like destroyer!" Hero Cat said.

"You!" Masami said.

"You may have taken my powers, but you can't take me skills! Party's over, Masami!" Hero Cat said.

A large mass of villains and guards jumps on Hero Cat. He struggles throwing them all across the room. Metamorpher tackles Masami as they both struggles each other for the remote.

"Give it to me, Masami!" Metamorpher said.

"Get off me, you stupid bitch!" Masami said.

Metamorpher manage to snatch the remote from Masami, she tosses it to Fishboy as she continues fighting Masami.

"Try to reverse the power, Fishboy!" Metamorpher said as she punches her.

First, Hero Cat throws Big-D into a wall. Next, he throws serval guards across the lab. Masami manage to be on top of her as she strangles her. D.E.A.N sneaks up behind Hero Cat and grabs him by the throat.

"Fish…boy."

Fishboy watches the two heroes getting killed, he quickly mess around the remote until he finally got it. The De-Powered Cannon aimed at Hero Cat first, it fired on him and giving his powers back. Hero Cat grab his arm and rip it up as he knocks his head off using his arm. The Cannon, then, aimed at Masami and Metamorpher, when it fired not only Metamorpher's powers return but Masami also gain some powers of her own. Metamorpher morphs into a monster as she kicks Masami to the wall.

"The party's over, Masami!" Metamorpher said.

"Would you stop saying that?! The party has just begun, now that I have superpowers!" Masami said.

Suddenly, the cannon fires at Masami taking away her powers.

"I don't think so." Fishboy said.

"Now, you surrender?" Hero Cat asked.

"Fine, fine. Jervis, would you mine press that blue button."

As Jervis press the blue button on the wall, the door on the floor open. "So long, suckers!" Masami jumps down in the hole as the door closed and disappeared. "Damn it! I hated when bad guys do it!" Hero Cat said.

Later, cops are pilling Big-D into a cop car. Scientists from Goldbrooke Labs collected the cannon and take it back to the labs. Hero Cat, Fishboy, and Metamorpher steps outsides as the police car drove off.

"Well, we may didn't captured, Masami. But at least we've recovered the cannon." Metamorpher said.

"Yeah."

"This is it, Gumball. Now, it's over it's time to ask her out." Hero Cat thought to himself.

"Uh, Metamorpher. Now, that it's over and the night is still young, why don't we go grab a bite just you and me." Hero Cat said.

"That's sound lovely."

"Great! It's a date, then."

"But Unfortunately…I can't go on a date with you."

"Say what?"

"You see…I'm already been taken."

"By who?"

Suddenly, a superhero in a gold and black iron suit lands in front of the heroes. It is Iron Bee the man who dated Metamorpher, and the owner of Goldbrooke Labs and Goldbrooke industries. This made Hero Cat gasps and makes a shocked face.

"Took you long enough for you to get here." Metamorpher said with a grin.

"Sorry. I was fighting the Titanium Twins. You okay?" Iron Bee asked.

"I'm fine. We've retrieved the cannon without any scratch." Metamorpher said.

"I guess I owe you one." Iron Bee said.

"How about you take me to fancy restaurant. The night is still young." Metamorpher said.

"Great! It's a date, then." Iron Bee said.

"Good. Race you there." Metamorpher said as she morphs into gargoyle and flies off.

"Hey, no fair! You got a head start!" Iron Bee said as he launches himself of the ground and follows her.

"Woah, I can't believe it. Your non-girlfriend is dating a famous Superhero. How awesome is that right, Hero Cat. Hero Cat?"

Hero Cat didn't hear what Fishboy said all he did is stand frozen with a shock on his face.

Next time, The Watterson family are on lockdown.