On Today's Episode: Nick's warnings have come to pass, as Captain Dread is overwhelmed by the power of the Paradox Prism and corrupted into a grotesque monster that only seeks to utterly destroy what remains of the Shatterverse. The spies will have to give it their all if they hope to stop Captain Dread from wrecking everything. Can they manage to defeat Captain Dread and restore the Shatterverse to normal before it's too late for the dimension to be saved?

Act 3: Endings and Beginnings

3:47 P.M. – The Shatterverse

"Jeez, that was bright," Haruka groaned as the spies all opened their eyes, readjusting to normal light again.

"What the heck just happened?" Alex wondered. "I seriously thought Captain Dread was going to end us, and then she just stopped, got sick, and..."

"The Paradox Prism shattered again," Britney answered. "I saw it happen before that big flash."

"I warned her," Nick sighed. "I freakin' warned her that she was playing with a power she didn't understand."

"From what I managed to learn about it, the Paradox Prism is only supposed to maintain the dimension it controls and fix anomalies in it," Other Alex explained, still crying over Other Nick's sacrifice. "It was never meant to be used in the way that we've all been using it..."

"I guess it didn't mean too much when it was just split into its shards," Bridget noted. "But when it was back together..."

"Um, not to cut in to this conversation, but I have two questions," May stated. "First off, what exactly happened to this place?"

The spies all looked around and realized that instead of a facsimile of Paris like they had been in earlier, they were all now back in the violet void of the Shatterverse, only none of the crystal formations were there at all. It was simply just the void itself.

"Oh, this can't be good," Sortiliena quipped.

"And... what's your second question, May?" Blaine asked.

"Simple. What happened to Captain Dread?!" May exclaimed.

"Oh, I seriously hope that wannabe pirate didn't run away like a sissy when we weren't looking," Clover growled. "That hussy's got a lot to answer for."

Before the spies could search for Captain Dread, an extremely loud roar, almost like the roar of a primal beast, echoed through the void and caught the spies' attention.

They all looked down and saw that Captain Dread had been transformed into a monstrous crystal beast that sported multiple appendages, each one with a clawed hand. The beast's face resembled a twisted version of Captain Dread's face, her cape was flowing from the back of the beast, and it appeared to be walking on air.

Most importantly, the spies also noticed that there were five large stalagmites protruding from the beast's back, and each stalagmite was topped off with one of the five Prism Shards.

("Final Formers" by Brandon Yates plays)

"...what in the hell?!" Alex exclaimed. "What did she turn into?!"

"It looks like she's been overwhelmed by the Paradox Prism's power, just like Nick warned her about," Sam stated. "We've gotta stop that beast before it destroys what's left of the Shatterverse."

"And I think I know just how to do that," Nick answered, still in his powered-up form. "You see those stalagmites on its back? I'm willing to bet that we just have to break the Prism Shards off of them, and we'll be golden."

"Let's hurry, then!" May shouted as all fifteen spies, Other Alex included, flew down towards the Dread Beast, hoping they could defeat it before it destroyed the remains of the Shatterverse.

"I know it's a long shot," Mat commented. "But hopefully defeating Captain Dread might mean getting Other Nick back..."

"It was the Phase Changer Phaser, Mat," Clover reminded. "And Jerry made it clear it wasn't to be used on another person..."

"I'll give you the 'cling to whatever hope' tidbit, bro," Nick commented.

"It's like a gunshot to the heart," Haruka sighed.

"If Jerry and RiCO were available, we'd probably double-check, but we can't," Sam added.

Getting back to the task at hand, Nick looked at the stalagmites a bit longer as if he were trying to find a specific weak point.

"You see something yet?" Nozomi asked Nick.

"I don't see a weak point," Nick replied. "So it seems to me that anywhere on the stalagmites will be ripe for the picking."

Sam immediately went for her Jet Pack Backpack to take to the sky.

"Sam, we need a plan!" Blaine exclaimed.

"I've got one of my own," Sam told them all.

Nick immediately realized Sam didn't want to say her said plan out loud, and he followed her; Mat immediately went after them.

"Well, breaking those stalagmites shouldn't be too hard, huh?" Alex wondered.

"We'll see," Bridget replied.

After the spies took to the sky, they used whatever gadgets they could think of to break the stalagmites.

"Keep trying, guys!" Clover exclaimed after using her Laser Lipstick on one of the stalagmites.

"One of these things will work sooner or later," Alex quipped.

"Agreed," Britney remarked.

"But a lot of it will depend on our creativity," Haruka added.

That was when Sam aimed the Laser Heat Curling Iron at one of the stalagmites, and it didn't seem to do much until she swapped with the Ice Queen Perfume on the same stalagmite.

This time, however, it seemed to work, weakening the stalagmite enough to allow Sam to again blast it with a Laser Heat Curling Iron, shattering the stalagmite and allowing Sam to reclaim the Red Prism Shard.

"One down, everyone!" Sam exclaimed, only for the Dread Beast to roar in agony in response.

"Ooh, she didn't like that," Clover chuckled.

"Maybe this'll help..." Mat stated and tried using a kick to try break the stalagmite.

"I hope it does something now," Melissa remarked.

Suddenly, the Dread Beast roared loudly, unleashing a powerful shockwave that sent everybody flying back.

"Okay, wasn't expecting it to do that," Britney noted.

"Guess Captain Dread obviously isn't going to just let us take the Prism Shards back, even in this form," May quipped.

"Is there anything even left of Captain Dread?" Haruka wondered.

"Guess the only way we'll find out is if we stop this thing," Sortiliena answered as she flew back down towards the Dread Beast.

The Dread Beast swung two of its many clawed appendages towards her, but Sortiliena gracefully dodged and weaved through each swing until she reached another stalagmite.

Before she could start attacking it, though, the Dread Beast roared again, and what appeared to be a crystal clone of Sortiliena materialized in front of the genuine article.

"Oh, so that's the way we're gonna play, huh?" Sortiliena chuckled as she began to fight her crystal clone.

While this was happening, Nick continued to fly around the Dread Beast, using his boosted powers to blast away at the Dread Beast and create openings for the other spies to retrieve the remaining Prism Shards.

"You gonna be okay, other me?" Alex asked.

"I... I really don't know," Other Alex admitted.

"Well, if you're angry at Captain Dread, why don't you channel that anger into breaking this stalagmite thingy?" Alex quipped, handing Other Alex a pair of Incendiary Earrings.

"...yeah, I think I'll do that," Other Alex proclaimed, focusing her anger before throwing the Incendiary Earrings onto the nearest stalagmite. A second before they exploded, Alex fired an Electromagnetic Curling Iron to add to the explosion's power, doing enough damage to break the stalagmite and allowing Alex to claim the Blue Prism Shard.

"That's two," Alex stated.

Meanwhile, Nozomi and May were tag-teaming another stalagmite, with Nozomi fighting off crystal clones of both herself and May so that May could whack the stalagmite with her anchor.

"Whoa!" Nozomi gasped as she jumped away from a barrage of icicles that erupted from the 'ground' underneath her. "That wasn't nice!"

"Here, have some of this!" May exclaimed as she wound up before tossing her anchor like a javelin. Nick saw this and raised his hand to envelop the anchor in some of his psychic energy, giving it enough of an added punch to crash straight through the stalagmite.

Nozomi kicked her crystal clone away and jumped up to grab the Green Prism Shard.

"Three down, two to go," Nozomi quipped.

"Sonic Mode, online!" Bridget exclaimed, transforming into Sonic Mode and speeding off around the landscape of the Dread Beast, easily avoiding whatever attacks came her way.

Suddenly, a large crystal wall erected itself right in front of Bridget, obviously intended to stop her in her tracks. Instead, though, Bridget kept going, running up the wall and down the opposite side to keep running towards a nearby stalagmite.

Just as one of the Dread Beast's clawed hands came rumbling towards her, it was suddenly shot away courtesy of Clover and Blaine firing Cyclone Blast Hairdryers at it.

This allowed Bridget to start running circles around the stalagmite to build up more kinetic energy, and when she felt she'd gathered enough, she equipped a Metal Masher Boxing Glove, dashed back, and then blitzed forward to punch the stalagmite with it.

The punch, enhanced by Bridget's gathered kinetic energy, destroyed the stalagmite in an explosion of emerald electricity. Haruka flew by and snatched the Yellow Prism Shard before it could fall.

"One more to go, guys!" Haruka exclaimed.

During this, Melissa and Dawn were, naturally, flying around via a Helicopter Hand Fan, with Dawn using a Cyclone Blast Hairdryer to shoot away crystal clones of the spies. With most of the Prism Shards taken back, the Dread Beast's attacks were getting weaker and more easily repelled.

But it still had a few tricks left up its sleeves.

Out of nowhere, a barrage of vines erupted from the 'ground' and snatched Melissa and Dawn by the legs so it could pull them back towards the ground and into a bed of spikes that had sprouted.

"Oh, crapbaskets!" Melissa gasped.

Britney took care of that, flying by and slashing through the vines with a Platinum Credit Card.

Melissa and Dawn quickly raised their weapons and fired again, the Cyclone Blast Hairdryer blast funneling through the blades of the Helicopter Hand Fan to create a much larger wind blast that punched through the last stalagmite and destroyed it. Mat flew by to retrieve the Purple Prism Shard.

"That's all of them!" Mat exclaimed.

The Dread Beast suddenly started quaking and rumbling, as if it couldn't handle its power source being ripped away from it.

"Um, guys, this whole place is starting to earthquake!" Alex shouted.

"Captain Dread probably can't maintain this form of hers without the power of the Prism Shards," Sam noted. "Without them, this beast is falling apart."

"Then allow me to finish this," Nick proclaimed, flying into the air before charging up for a brief period, his psychic aura flaring around him, before shooting straight downwards towards the very center of the Dread Beast.

Thanks to the construct cracking and warping, Nick was easily able to smash through the center of the Dread Beast and out the bottom end, carrying a seemingly unconscious Captain Dread with him.

The roars stopped completely as the Dread Beast splintered like glass. The spies all wisely flew away as the Dread Beast exploded violently, sending its pieces every which way before they dissolved like snowflakes.

Nick landed on one of the few crystal pillars that remained in the Shatterverse, setting Captain Dread down with him. Nick noticed that she looked very weak, no doubt from being corrupted like that.

There was no doubt that she was done for.

"...why?" Captain Dread gasped. "Why can't I... I just wanted... him back..."

"I know the feeling, trust me," Nick admitted. "And quite honestly, I'm sure I'd probably have done something similar if I were in your shoes."

In her dying breaths, Captain Dread couldn't help but see Nick as the one she remembered. Maybe they weren't so different after all.

Nick whispered something to Captain Dread that actually surprised her, and she reached up to touch Nick's face with her hand, and actually smiled in a way that made her resemble May, like she had once been.

Then, Captain Dread's eyes closed for the last time, and she went limp in Nick's arms.

"She went out a lot more peacefully than I thought, considering everything she's been through," Haruka admitted.

"Maybe that last defeat finally knocked some sense back into her," Melissa stated.

Before anyone could continue this conversation, though, the entire void began to rumble again.

"Ooh, boy, that couldn't have been good," Alex admitted.

"We'd better fix this dimension before it falls apart completely," Sam proclaimed.

The spies all came together to reform the Paradox Prism once again, and Nick flew down to do the deed himself, placing his hand on top of the Paradox Prism and concentrating.

After a few seconds, the Paradox Prism glowed brightly and unleashed a gargantuan shockwave of light that blinded everybody for a few moments.

When the light cleared up, the spies noticed that they were now in a regular-looking cave, with the Paradox Prism situated directly in the center.

"...oh, my god," Other Alex gasped. "This is the exact cave where we found the Paradox Prism. That... that means..."

"Your dimension is back to normal," Nick responded. "All better."

"Wait, how'd we get back here?"

Other Alex gasped in shock when she recognized that voice, and she spun around to see Other Nick standing at the entrance to the cave, completely fine and quite surprised that he was alive.

"I thought I was..." Other Nick wondered.

"You probably already know, but when I used the Paradox Prism to repair this dimension, I also brought you back," Nick explained.

"And you didn't... feel overwhelmed by its power?" Haruka wondered.

"Not really," Nick admitted. "Probably because I used its power for its actual purpose of fixing and maintaining the dimension."

Other Alex immediately threw herself over to hug Other Nick.

"And speaking of fixing things," Nick quipped as he walked back over to the Paradox Prism, placing his hand on top of it once again. "I promised, after all."

"...does this have something to do with what you said to Captain Dread before she bit it?" May wondered, already knowing what Nick was thinking.

"Maybe," Nick teased before raising his other hand.

The Paradox Prism unleashed another shockwave of light before settling down once again.

"Wait, wait, where are the others?" Other Nick wondered. "If we don't stop Scam before he gets here, history might just repeat itself!"

"Don't worry, I thought ahead," Nick chuckled. "When I repaired everything here, I reset time to about ten minutes before you guys found the cave. I'm going to send the Paradox Prism somewhere far away so it can't be misused again. We definitely don't want history repeating itself, right?"

Nick channeled the Paradox Prism's power one last time, raising his left hand to open a Quantum Rift back to their own dimension, and then warping the Paradox Prism away.

"We couldn't ever thank you guys enough, really," Other Alex giggled.

"Hey, it's just what we do," Sam responded. "That's why we're agents of W.O.O.H.P., after all."

"Now you two go find your friends and kick Scam's face in, got it?" May laughed.

"Oh, that was clearly the plan," Other Nick chuckled as he and Other Alex joined hands before racing out of the cave to catch up with the rest of their team.

"There but for the flip of a coin go we," Alex quipped.

"Come on, everyone, let's head home already," Melissa sighed. "I'm seriously getting homesick and we weren't even gone that long."

The spies had no argument with that, heading directly into the Quantum Rift and back home.

5:34 P.M. – W.O.O.H.P. Headquarters
Jerry's Office

"I take it your little excursion went well, then?" Jerry proclaimed after the spies all fell through the Quantum Rift and back into his office.

"Jerry, you're all right!" Sam exclaimed.

"But of course," Jerry chuckled. "I was merely trapped in the drive core room thanks to those weird crystals."

"But just a few minutes ago, all of those crystal formations, even the ones messing up the city, simply vanished," RiCO proclaimed after materializing in the office. "All the damage they did to the city was completely fixed, too."

"I would assume that was because of all of you?" iCO quipped.

"Pretty much," Nick stated, releasing the Psy-Stones from his body and handing them off to Jerry. "Long story short, Captain Dread's been taken care of, the Shatterverse has been restored to normal, and the Paradox Prism went somewhere where it can never be mishandled again."

"So, yeah, I'd say we did good," May chuckled.

"It sounds like you all have been through a lot today, so I'll send you all back to Mali-U so you can relax," RiCO stated. "It kinda sounds like you need it."

With that, RiCO waved her hand to send all of the spies back to Malibu University, with Sortiliena opting to join them this time.

6:05 P.M. – Malibu University
The Spies' Penthouse

After coming back to the penthouse, the spies all got some dinner together while some of the spies were in for Mat's spaghetti. Simultaneously, Mat was also occupying the TV for the next round of the 2010 Supercross season at Lucas Oil Stadium in Indianapolis, IN. Calling the race were the usual team of Ralph Sheheen, 1997 Supercross champ Jeff Emig, and pit reporter Erin Bates; however, "The G.O.A.T." Ricky Carmichael was also in the booth, and it was the beginning of what SPEED Channel dubbed "The Month of Moto Mayhem" – the first of four consecutive LIVE Supercross races.

"Mat, you sure you're not torturing yourself?" Sortiliena asked, remembering what she saw at Phoenix when San Manuel Yamaha's James Stewart had that horrific mid-flight collision with Kawasaki privateer Kyle Partridge.

"Oh, I can live with the series now," Mat told her. "James Stewart's been scratched from the series due to a wrist injury from that crash at Phoenix."

"You have no idea how refreshing it is to hear Mat say that," Sam told Sortiliena while they waited for Mat's notice that his spaghetti was done.

Currently, the Supercross class had co-points leaders in Suzuki's Ryan Dungey #5 and San Manuel Yamaha's Josh Hill #75. Ryan Villopoto on his #2 Monster Energy Kawasaki was sitting in 3rd just 3 points behind Dungey and Hill. Mat's attention perked at hearing there was some drama in the practice session.

Erin: Well, guys, the drama continues between long-time rivals Jason Lawrence and Ryan Dungey. This afternoon during practice, Jason stopped on the track, hindered Ryan Dungey's lap times; Ryan took retaliation into his own hands. They were both black-flagged, they've been placed in separate heat races, and they're both going to receive last gate pick...

"Well, it didn't take long for Jason Lawrence to act like an ass again..." Mat sighed as he heard Dungey and Lawrence's side of the story.

"That tends to happen in the heat of the moment," Sam quipped.

"Oh, tell me about it," May chuckled. "The stories I could tell you..."

A few minutes later, the broadcast team was discussing the contenders for the Supercross Lites East Championship that was beginning in this race. There was already a casualty to the talent pool, as Monster Energy Pro Circuit Kawasaki's Tyla Rattray #28 was ruled out due to an injury; however, there were 3 title notables, which included Team Suzuki's Austin Stroupe #45, defending champ Christophe Pourcel on his #1 Monster Energy Pro Circuit Kawasaki, and GEICO Powersports Honda rookie Justin Barcia #17.

"Your pick for the title, Mat?" Bridget wondered.

"Hard to bet against Christophe Pourcel," Mat remarked.

"That's the French guy you talked about?" Clover asked.

"He's from France," Mat replied with a nod.

"Ooh, Frenchy," Clover giggled.

"Clover, must you really?" May sighed. "I thought we were done with the 'oy veys' after you hooked up with Blaine..."

"Hey, it's for old times' sake," Clover giggled.

"Spaghetti's done for whoever wants," Mat added.

Sam was first in line followed by Sortiliena, and even Melissa grabbed some as well, always up for Mat's spaghetti.

The first Lites heat race saw a small pileup, and Nico Izzi on his new DNA Shred Stix Yamaha #341 took the early lead with Barcia in 2nd, and an unknown privateer named James Decotis on a #613 Honda CRF250R running 3rd.

"Thanks, Mat-honey," Sam replied as she watched the race with Mat.

On lap 2, Honda's Barcia made the move on Izzi for the lead, but then...

Ricky: Izzi makes it oh... [stutters]

Ralph: DECOTIS! DECOTIS TAKES THEM BOTH!

Jeff: WHOO!

"Holy crap!" Mat exclaimed at the pass. "Tried for a pass and got passed!"

"I don't know who this Decotis guy is, but what a debut!" Nick exclaimed.

Decotis, who hailed from the New England area, led the way until...

Ricky: ...he sneaks in there and OH!

Ralph: Stroupe!

Ricky: OH!

Ralph: Stroupe, right into Barcia!

That was when both Stroupe and Barcia doubled the second big triple jump, and Stroupe came up short while going for the double, but Stroupe still got around Barcia for 2nd place.

"Wow, things are getting good already," Blaine chuckled.

An extra replay showed Izzi had hit a tuffblock and crashed.

"Yikes, we're just getting started and already there's chaos," Nozomi quipped.

"Wouldn't have it any other way, really," Mat chuckled.

"Mat, you heard of this guy, James Decotis?" Melissa wondered.

"Not until tonight," Mat replied with a chuckle.

A few laps later, Suzuki's Stroupe got around Decotis for the lead, and Barcia got around Decotis for 2nd place. Stroupe had held on for the first heat race win of the East Lites season.

"Wow, maybe we should expect this in heat 2," Sortiliena laughed.

Heat #2 featured the fastest qualifier, Christophe Pourcel #1, and Ryan Sipes on the #46 DNA Shred Stix Yamaha, who was 3rd fastest, just to name a few.

Ralph: Pourcel's not gonna get the holeshot, but he's gonna sneak through. Martin Davalos will get the holeshot on the 577.

Mat looked for Pourcel, but he didn't have to look far because Pourcel was running 3rd behind another rookie in Kyle Regal on the #41 Valli Motorsports Yamaha. That was when Regal overtook Davalos for the lead, only for Martin to retaliate, but Regal countered and still passed Davalos for the lead, only to come up short on the second big triple and lose the lead to Pourcel.

"Wow, that was something else," Bridget chuckled.

"Talk about action-packed!" May exclaimed.

Regal, who held the lead for about 10 seconds, was now back to 3rd. He then got around Davalos for 2nd place on the 3rd lap of 6.

The broadcast then found another rookie on the Monster Energy Pro Circuit Kawasaki, Dean Wilson of Canada by way of Scotland on the #108, who was running in 8th place.

Ralph: ...battling with [Adam] Chatfield on the 69.

Jeff: Oh, and Wilson missed the triple, and look there in the red on the Suzuki, the 66, that's Blake Baggett! I expect a lot of things out of him also. Both riders extremely talented and on the amateur level the past couple years, these kids have been on fire!

"I'm not gonna doubt these two will see the winner's circle at least once this year..." Mat commented.

Pourcel won the second heat race and logged a 52.2 lap time, along with 2nd place Ryan Sipes; Austin Stroupe's fastest lap in heat 1 was a 52.3.

"I can see why you picked Pourcel," Blaine told Mat.

Nick nodded in agreement after seeing how easy Pourcel made that heat race look.

The Supercross class was up next, and there was an immediate shot of Trey Canard on the #38 Factory Honda 450 for the first time. Shortly after that was a shot of Jason Lawrence on his J-Law Racing #338 Yamaha 450 lined up on the very outside gate.

"Another black mark in my book for that douche," Mat commented.

"Sometimes, karma just gets you, and it's very sweet when it does," Melissa giggled.

The first Supercross heat race then got under way.

Ralph: First to the corner was [Davi] Millsaps and then he's down! And Josh Hill takes the early lead!

Ricky: And Villopoto...

Ralph: Villopoto's in there as well... and Canard on the 38!

Ricky: Oh man! Oh! OH! VILLOPOTO – LOOK AT...

Ralph: Look at all the fluids coming out!

Jeff: Radiator fluid coming out!

Ricky: Radiator fluid's done... HE'S DONE! HE IS GOING TO THE LAST CHANCE!

"Oh my goodness!" Mat exclaimed as Villopoto immediately rode back to the pits.

Ricky: Anything can happen... THAT CAN HAPPEN IN THE LAST CHANCE!

"Anything can happen," Haruka repeated. "Freakin' tell me about it!"

A later replay showed Millsaps had crashed again while trying to come through the pack, but he had already worked up to 12th place in the 20-man field in the heat race. Currently, Josh Hill still led the way. One of the next shots showed Millsaps fighting for the 9th and final transfer spot with his temporary teammate Trey Canard.

"So, Canard's a West rider, right?" Haruka wondered.

"Yes," Mat replied. "And all the West riders cannot run the opposite division in the Lites class."

A few moments later, both Honda riders had to move around Kyle Partridge on the #644 Kawasaki, who slid out in a right-hand turn. Everybody had reacted at that.

Ralph: And that catches Canard, and Millsaps got nowhere to go!

"That's what happens when you deal with the back of the pack..." Mat sighed.

"No question about it," Nick chuckled.

In the meantime, Team Kawasaki's replacement rider Nick Wey #27 was working on privateer Matt Boni #47 for 2nd place.

Ralph: Jeff, how tough is it going to be for them to get Villopoto's bike ready for the main event – or the LCQ I should say – first?

Jeff: Well, typically, when the radiator fluid is leaking out like that or maybe it's a hose or even a damaged radiator, they'll be able to change that stuff pretty quick, but I have no doubt that he should be able to go through the LCQ and win that thing. He's one of the fastest riders here, but still, it comes down to the gate pick, and what kind of start he can get in the main.

"I wouldn't rule out him not making the main event though," Mat stated. "Remember last year at Anaheim 3 in the mud when Villopoto didn't even qualify?"

"Yeah, that was a major 'oof' if I've ever seen one," Nick quipped.

"The mud definitely didn't help," Nozomi noted.

Yamaha's Hill still led all 8 laps to win heat #1 in the Supercross class. As for Jason Lawrence, Trey Canard, and Davi Millsaps, they all still qualified for the main finishing 6th, 8th, and 9th respectively.

The second heat saw Suzuki's Dungey, the points leader, in the same spot as Jason Lawrence in heat 1 due to his penalty of being given last gate pick. Justin Brayton on the #23 Joe Gibbs Racing Toyota Yamaha got the early lead while Dungey turned his outside gate pick into a top 3 start. Kevin Windham, the fastest qualifier on the #14 GEICO Powersports Honda, got around Brayton to take the lead, and Dungey immediately moved into 2nd place.

"Are you sure Dungey's a rookie, cause he ain't acting like one..." Mat chastised.

"Sometimes, they just feel like they're a natural at things, even if it's their first time," Nick noted. "Like you, mister 'rookie cook'..."

"Still a bit salty, Nick?" Mat chuckled.

"A bit," Nick teased.

"The fact that he isn't dealing with the heavy hitters really stands out to me," Mat stated.

Kevin Windham led the second heat race and logged a 51.5 lap time!

"I can see why you think Dungey's getting a bit spoiled, bro," Nick told Mat.

Windham went on to win heat #2 with Dungey finishing 2nd following his 20th gate pick in his heat race.

"I might pick Windham to win tonight," Blaine commented.

The Lites Last Chance Qualifier saw Kyle Cunningham on a #32 privateer Honda lead the way and win it with Yamaha's Nico Izzi running 2nd; he barely held off #36 Darryn Durham on another Honda.

Haruka took the last of the spaghetti Mat made as the Supercross LCQ was just getting started; she even offered to split the last of the spaghetti with Nick.

"So, you think Villopoto's going to qualify?" Melissa asked Mat.

"I think he should," Mat replied, not sounding too worried. "Plus, what are the odds of Villopoto not qualifying out of the LCQ each time? Not very high; that's like betting on Michael Jordan not hitting a 3-pointer for 5 games in a row."

Nick and May nodded in agreement as there was a pit report concerning Ryan Villopoto himself.

Erin: This is definitely going to be a challenge for Ryan Villopoto. As you know, he had to pull out of his heat race due to getting caught up in that first turn pileup. What happened was the #18 of Davi Millsaps' swing arm bent the water pump cover on his bike, so they had to replace that and also fix the header pipe! Ryan Villopoto, he's up for the challenge, but he's lining up here for the LCQ.

Simultaneously, a replay of Villopoto's crash came up during the pit report.

Ricky: You guys have no idea how huge and devastating this could be...

"Yikes," Sortiliena quipped.

"I concur," Haruka answered.

As it turned out, Villopoto got a bad start, but he did not crash. Villopoto was listed in 12th, and he had 6 laps to get up to 2nd or 1st to make the main event.

"Oh, this looks bad," Britney commented.

At the end of the first lap, Villopoto had made it up to 6th while Jason Thomas on the #62 Butler Bros. Suzuki led the way with another privateer, Weston Peick #58, running 2nd. Villopoto then got around two more riders to get up to 4th.

"I think you're right, Mat," Dawn replied as Villopoto got around Kyle Partridge for 3rd.

Bridget nodded in agreement while Villopoto got around the privateer Peick for 2nd.

"I don't think it was really in doubt," Mat nodded as Villopoto got around race leader Thomas, who just pointed to his left to let Villopoto by.

As was expected, Villopoto won the Last Chance with Jason Thomas in 2nd to round out the 20-man and 20-lap main event.

"I'm taking Pourcel for the Lites main," Mat immediately told the spies as the Lites main was minutes away from starting.

"Same," Sam and Clover replied in unison.

"Yeah, I'm probably gonna go with Pourcel, too," May stated.

Mat took the time to clean up after dinner; Britney, May, and Alex went to help with the cleanup. Mat once again got quite a lot of gratitude from those who did have spaghetti.

"Okay, here we go," Mat sighed as the Lites East opener was moments away from starting.

Ralph: 30-second board leaving the racetrack... here we go! East... Round 1... set to go!

Ricky: ...gonna be?

Ralph: BARCIA GETTING THE HOLESHOT, AND THEN LOSES THE LEAD TO STROUPE AND POURCEL! THEY'RE SIDE BY SIDE OVER THE TRIPLE! POURCEL WITH THE EARLY LEAD!

"Making me look like a genius," Mat grinned.

Sam chuckled at Mat's statement, and she was happy that a green Kawasaki was leading the way.

Ralph: And winning round 1 is pretty important on the East. Since 1985, the rider that won the first of the East regional Lites races went on to win the championship 19 out of 25 seasons!

Ricky: That's... wow! And it sets the tempo – it really does!

"Pourcel did it last year, so this should be no different," Mat deduced.

Ralph: Of course, on the flip side of that, Jeff, Tim Ferry won the East title back in '97 without even winning a single main.

Jeff: Yeah, that was... that was an interesting season for Ferry there. He was just so consistent, and strong, and just minimized the mistakes. Ricky, you were in that one.

Mat nodded at every fact.

"That was my first year," Mat chuckled.

On lap 4, Barcia, who was running 2nd crashed, and he fell to 4th place. A replay showed the front wheel got buried in the sand section.

"Aw, dang it," May sighed.

Pourcel went unchallenged and led all 15 laps to draw first blood of the 2010 Supercross Lites East season, but the final lap saw a 3-rider battle for 2nd and 3rd. Stroupe held on for 2nd place, but...

Ralph: Stroupe is gonna get 2nd, what's gonna cross behind him... IT'S GONNA BE BARCIA GOING ONTO THE BOX IN HIS FIRST RACE! HOW ABOUT THAT FOR A DEBUT?!

Jeff: Unbelievable, look at this!

A replay of the final few turns came up, which saw Stroupe, Barcia, and Sipes get held up by two lappers in Levi Kilbarger and Adam Chatfield, and Barcia HAD passed Sipes for 3rd only for Sipes to take a stab at Barcia to put him down and was unsuccessful.

"Nice try, buddy!" Bridget laughed.

"Now that was a joust," Dawn chuckled.

Ricky: Would've had it, but the lapper got in his way.

Jeff: Totally played a part there, and Barcia never gave up and that's what we wanted to see what this rookie was all about...

Ralph: Well, and also, take note of the fact that Kilbarger and Chatfield were battling for 13th.

"Well, you can't say Sipes didn't try something," Mat chuckled. "I would've done the same thing."

"Same," Nick quipped.

"Maybe we should think about certain things like that on some missions," Alex suggested.

"Well, I got Dungey for the 450cc class," Mat remarked.

"Same here," Alex quipped.

"I'm gonna be 'that guy' and give Villopoto a chance," Sortiliena stated. "Hey, you never know."

"I just hope it's a green bike," Sam giggled.

Ralph: Oh, it goes to Millsaps! Millsaps gets the holeshot! Windham, Dungey, and Villopoto – what an incredible start – is 4th!

Jeff: Wow, what a start from Davi Millsaps WAY ON THE OUTSIDE!

"I didn't think the outside was going to work!" May exclaimed.

Josh Hill, who was tied for the points lead, was reported to be around the middle of the 20-man field.

On lap 2 of the 20-lap main, Kevin Windham made some stabs for the lead, but Millsaps countered each one for the whole lap. Windham finally got around Millsaps early on lap 3.

Ricky: Good pass, Kevin! What a clean pass! That is one of the cleanest racers you can ever race against right there – the #14. Bided his time, there you go! These guys better get on it or he's outta here!

Ralph: The last time Kevin Windham won a race... Seattle 2008 up in Qwest Field!

"I can see why you find these races exciting," Sortiliena chuckled.

"It's even better when Mat's just as happy," Britney remarked.

After 4 laps, it was Windham, Millsaps, and Villopoto the top 3 with Dungey in 4th and Grant Langston on the #8 J-Law Racing Yamaha in 5th.

"Oh, have we got a race!" Mat exclaimed with a grin.

Villopoto got around Millsaps for 2nd place, much to Mat's surprise.

Jeff: And what a recovery for Villopoto coming out of the LCQ... knocking right on the door of Windham...

"No doubt about it!" Bridget commented.

"I'm liking this," Sam giggled again.

On lap 7, Dungey got around Millsaps for 3rd, but there were yellow flags waving, and a rider was down.

Ralph: That's Trey Canard who has crashed right there, that the riders went by in that yellow flag section. Dungey now up to 3rd – Dungey LEADS THE POINTS BY ONE!

Ricky: All right, we're gonna see what Dungey... I know that Dungey is very fit...

"Too bad for Canard," Nozomi stated matter-of-factly.

As for Josh Hill, he was battling with Jason Lawrence for 10th place!

On lap 9, Villopoto was going for the lead on Windham!

"WHA-A-AT?!" Mat chastised.

Villopoto passed Windham rather easily... or did he?

Ralph: Windham, not done... coming back! BAR TO BAR MID-AIR!

Jeff: WINDHAM STAYS IN IT... KEEPS THE LEAD!

With that, Dungey also joined in the fight to make it 3 riders instead of 2.

"What a dogfight!" Haruka exclaimed as the race got to lap 10 of 20.

"I'd hate to be the real loser of this..." May added.

"Josh Hill looks like he'll be the real loser tonight," Dawn commented.

Dungey took a stab on Villopoto for 2nd place, but he couldn't make the pass.

On lap 12, Villopoto officially made the pass stick on Windham for 1st place and began to pull away..

Jeff: Okay, now where's Dungey at? Remember, he's a few bike lengths behind...

"This is the points lead right here!" Mat exclaimed.

Dungey then made the pass on Windham in the first turn – the same spot where Villopoto passed Windham TWICE!

Ralph: Hill by the way has fallen back to 11th. He's gonna drop big time in the points tonight!

Ricky: Yeah, he's having a bad night tonight!

"I don't believe I'm seeing this from Villopoto," Mat commented, but he still gave Sam a friendly gesture for love's sake.

With only 3 laps to go, Dungey had cut Villopoto's gap to just 2 seconds.

"With the kind of day Dungey's had, how fitting is it if he wins this one!" Melissa exclaimed.

Britney appeared a bit dejected Hill was not doing so well.

As it turned out, Villopoto had just about clear sailing for the final 3 laps.

Ricky: Hats off to this guy... one more turn...

Ralph: Ryan Villopoto... TO THE CHECKERED FLAG! LIGHTS THE CANDLES FOR HIS THIRD VICTORY OF 2010, AND THIS POINTS CHAMPIONSHIP IS GOING TO TAKE A TURN, AS VILLOPOTO WILL NOW TAKE OVER THE POINTS LEAD CAUSE HE'S GOT ONE MORE VICTORY THAN DUNGEY! And Kevin Windham comes home in 3rd... WHAT A GREAT RUN FOR KEVIN WINDHAM!

"Unbelievable!" Mat exclaimed, shaking his head at what just happened. "I thought the days of winning from the LCQ were done and look at that!"

"I'm a little shocked myself," Sortiliena admitted.

The final results had Justin Brayton finishing a season-best 4th place, and Davi Millsaps rounding out the top 5. Josh Hill, the other title contender, finished in 9th place. The points standings showed Dungey and Villopoto tied at the top at 145 each, but Villopoto was listed as the points leader based on most wins with 3 to Dungey's 2. Hill, who finished 9th, had dropped to 3rd in the series 10 points behind the two Ryans.

"That was something," Nick told everyone as they cleaned up their areas for the night.

"And my out-there prediction actually came true!" Sortiliena laughed. "Hey, sometimes us combat instructors have an eye for these kinda things."

"No kidding," Haruka chuckled.

"Oh, by the way, now that we're all settled down from everything that happened," May quipped, turning towards Nick. "You mentioned something to Captain Dread before she 'moved on', and then you said something about keeping a promise to her. Did you wanna elaborate?"

Nick looked outside towards the early night sky and smiled.

"I just... figured I'd give her a second chance," Nick answered.

4:35 P.M. – Beverly Hills
Somewhere in Another Dimension

"Where did they go now?!" Alex exclaimed as the skies above Beverly Hills lit up with the flashes caused by the two espers clashing.

"Hard to miss, really," May chuckled as she casually twirled her anchor, knowing this case would probably be over soon, much like the others had been.

May readied her anchor as Nick knocked Psykos down to the ground, completely unaware of the dark turn that this battle was about to take.

"You're in trouble now, lady," Clover proclaimed as she, Sam and Alex all aimed their Wind Tunnel 9000s at Psykos. "I'd suggest you give it up right now."

"...give up?" Psykos laughed, her body beginning to glow a bright blue. "Just who do you think you're talking to?!"

Psykos let out a burst of power that sent Sam, Alex, Clover and May flying backwards before soaring back into the sky at incredible speeds.

"Um... why does that light around her look incredibly ominous?!" Alex shouted.

"Simple, because you're all dead!" Psykos exclaimed as she channeled her power into her hands. "There's no way you can dodge this, especially considering I can teleport, and even if you do dodge, your precious city might just pay the price!"

"You're bluffing!" Clover shouted.

"...um, Clover, I don't think she's kidding," Sam admitted. "That blast looks like it's got enough juice to do some serious damage."

"I've allowed you to disrupt my plans for far too long," Psykos proclaimed. "This is where I wash my hands of you!"

As the spies all tried to figure out just what to do, May suddenly stumbled as a barrage of strange visions entered her mind. They appeared to show herself becoming some wicked supervillain-like person, seemingly as a result of...

...no.

Unsure if these visions were true, but not wanting to take that chance regardless, May decided she had to act quickly to prevent that from coming to pass.

Nick knew that this was going to be clutch, as he barely had just enough time at this rate to charge up and fire a Final Shine Attack of his own so he could try and repel it...

...but then, right before Psykos fired, she teleported and reappeared...

...right in front of May.

"See you in hell, little girl!" Psykos cackled as she thrust her hands forward.

Much to the spies' surprise, however, May threw her anchor forward like a javelin, just barely managing to whack Psykos upside the head with said anchor, sending her flying back and causing all the energy she'd gathered to dissipate just in time to prevent a disaster.

"How about you first?" May quipped. "All right, Nick, give her some hell!"

"Oh, you know it," Nick chuckled as he flew forward and unleashed his own gathered energy in the form of a massive point-blank Final Shine Attack that enveloped Psykos and blasted her away.

When the flash from the blast cleared, Psykos was lying on the ground, completely unconscious.

"Whew, that was too close," Alex sighed once the battle was over. "That was a pretty slick move, May."

"It kinda just came to me," May chuckled, unsure if she should tell the others about those visions she'd had.

"And as for you," Nick quipped as he walked up to Psykos, taking one of the seven Psy-Stones from his Jetpack Backpack, as they'd been what Psykos was after. "We kinda can't let someone like you run amok with your kind of powers, sooooooo..."

Nick kneeled down and tapped Psykos' forehead with the blue Psy-Stone, and this caused a blue light to leave Psykos' body and flow into the stone. Once that was done, Nick raised his free hand to corral the now-powerless Psykos inside of a psychic bubble before flicking his hand up to send her off to containment.

"Whoa, did you take her powers away with that?" Sam wondered.

"Yup," Nick answered. "Like me, they gave Psykos her powers, so I figured they could do the opposite."

"Ooh, boy, am I glad that's over with," Clover admitted. "We've been chasing that crazy lady all over the freakin' world trying to stop her!"

"Well, then, let's get back to Jerry so we can check in and head back home, huh?" Alex proclaimed.

As the spies prepared to head back to W.O.O.H.P. Headquarters, May couldn't help but reflect on those visions she'd had, where Nick had seemingly died in the battle they'd just had, she herself had turned into... whatever that was...

But one thought stood out above the rest.

I need to tell him.

Her mind made up, May jogged just ahead of Nick.

"H-Hey, Nick? I kinda wanted to talk to you about something," May stated.

"What's up, May?" Nick asked.

Sam and Clover looked a little confused, but Alex seemed to realize what May was about to tell Nick, and motioned to shush Sam and Clover so they didn't ruin the moment.

"Well... ooh, boy, how exactly do I put this?" May stuttered. "For a while now... honestly, I've kinda had 'feelings' for you, if you get my drift. I wasn't sure if I should tell you sooner or later, but..."

May looked up at Nick. "I don't know if you'll believe this, but during that battle with Psykos, I had a strange vision that showed me something that... I'd rather not talk about right now, it rattles me too much. That's why I acted like I did. But, once it was over, I told myself that I'd tell you how I felt before I possibly lost my chance like I did in those visions."

All right, here goes... something, I guess.

May walked forward, took Nick's hands in her own, and started leaning forward, her intent very clear.

Nick couldn't help but smile at that. Not wanting to keep May waiting, he leaned forward as well, and their lips met halfway.

"So, um... if it's... you know what, heck it," May stated before leaning back in to hug Nick tightly. She didn't want to lose him like what had happened in her visions. "I love you, Nick."

Nick smiled back and kissed May on the forehead. "I love you, too, May."

("Let It Roll" by Keith Urban feat. Snoop Dogg plays)

"I KNEW YOU COULD DO IT!" Alex laughed as she flung herself forward in a flying hug, sending all three of them crashing to the ground.

"A-Ack, Alex, really necessary?!" Nick sputtered.

"I've been waiting for you to tell him how you felt for so long!" Alex exclaimed.

"W-Wait, Alex, you knew what I wanted to tell him?" May gasped. "How long?"

"From practically the moment you two met," Alex chuckled. "I saw the sparks between you two, but I didn't wanna interfere, so I just stood back and waited."

"Hey, isn't that usually my shtick, Alex?" Clover laughed.

As the five spies all made their way back to W.O.O.H.P. Headquarters, May reached out to hold Nick's hand, and it made her indescribably happy that he squeezed back.

So this is what it feels like to be in love, May thought, unable to stop herself from smiling.

Totally Spies: From the Top
~The End~


Final Note from Mat49324: Well, that's it for From the Top and season 9 at the same time! We hope you enjoyed this project and season 9 altogether. What started out as an engagement Nick didn't remember having, made a turn to an epidemic that eventually resulted in a fourth girlfriend for Nick, then Mat has his heart ripped out early in 2010 Supercross, and ends with the Shatterverse and the demise of Captain Dread. We hope you stay tuned for our next movie fic, New Cinema Labyrinth, and our season 10 opener, Fight or Flight, which will be posted by me. For now, here's The Blue Time Ranger for his final thoughts on From the Top and season 9 altogether.

Final Note from The Blue Time Ranger: And with that, season nine of Totally Spies: The New Adventures is done and dusted! We hope you enjoyed this extra-long final act, too. Man, this season has had a lot of crazy adventures, hasn't it?

As for what inspired me this season, here we go. Everything with the Shatterverse and the Paradox Prism and yes, even Captain Dread were all inspired by the Netflix cartoon Sonic Prime, where Sonic broke the Paradox Prism during a fight with Eggman and splintered his universe. I got the idea shortly after I finished watching the final season back in January, and you know how that song and dance tends to go with me, huh?

And now, we're rapidly approaching the tenth season of The New Adventures, and that season opener will be posted by Mat, but before that, we have yet another between-seasons movie to get to. This one continues the adventures of the different spies we met in Another Side, Another Story, and it also features someone we've seen a few times in The New Adventures, but in a much different light (that's gonna be the theme of a lot of these new movies, methinks). And good news, like Another Side, Another Story, the movie's already finished! That's what we're gonna be doing from now on, working on the movies early in the season but waiting to post them until the season's complete. Keep your director's eye open for the full script of events in Totally Spies the Movie: New Cinema Labyrinth, which will be posted by me. So, until next time, have a fantastic day, don't listen to the screeching morons, enjoy this preview of Totally Spies the Movie: New Cinema Labyrinth, and we'll see you next mission!


She watched her surroundings whiz on by as the train made its way across the tracks towards her new home (at least, for the foreseeable future).

She tried to pass the time by running scenarios through her head about what she'd like to put in her next movie. After all, despite everything that had just happened, she was still a fledgling movie director, even at the tender age of sixteen.

Her old film class had praised her work, noting that she most definitely had a possible future in Hollywood.

And she begrudgingly believed them. She'd been used to fellow students saying one thing about her hobbies and then mocking her under their breath, when they thought she couldn't hear them.

But she did.

And their words hurt.

She shook her head to dispel those thoughts. They were only like that in Japan, as far as she knew.

She could only hope. She'd been burned before, to turn a phrase.

What was she thinking? If all she did was dwell on the bad stuff, then she wouldn't get anywhere.

What was it that her father had always said to her?

"Don't listen to the idiots and focus on what you want to do. Don't let anyone ever make you feel like you don't deserve what you want."

Ah, good old dad, always with the movie quotes.

If only he was still around to see how far she'd come.

But she had to stand on her own two feet this time. She couldn't always rely on her father to get her through everything.

This had to be her moment. Nobody else's.

She just hoped everybody would be accommodating, unlike those so-called "friends".

To be continued in Totally Spies the Movie: New Cinema Labyrinth...