"So Wormmon's doing all right?" TK asked into the phone.

"Yeah, he's fine," said Davis from the other end of the line. "Well I mean… he's physically fine. I dunno, I feel like the guy's been in a funk ever since he fought the Emperor. I think he's feeling guilty or something."

TK was incredulous. "Guilty about what?" he asked. "The Digimon Emperor's tried to kill him twice now. Why should he feel guilty about defending himself?"

"I dunno, man… I've tried talking to him about it, but he's not really a chatty guy, y'know."

"Yeah, I know," TK sighed, sinking into his chair. "I just wish we could figure out why he's so unhappy all the time… maybe he still just misses his home or something."

"Maybe," Davis muttered, deciding not to disagree with TK, but he wasn't really convinced. Had Davis the capacity to put his thoughts into words, he would have said that Wormmon's sadness seemed more profound than just that. He would have said that sadness almost seemed a part of his being – and not just sadness, but some sort of vague emptiness, like he wasn't really whole. Privately, Davis wondered whether Wormmon had ever been happy a day in his life.

"Well, anyway… I got homework I gotta do. I'll talk to you guys if I find out anything."

"All right… see you at school, Davis."

Davis let out a sigh as he hung up the receiver. He sure didn't like talking to TK as much as he liked talking to Kari… she probably would have made him feel a little better about what had happened in the Digital World. He hadn't wanted to say anything to TK, but in all honesty, Wormmon wasn't the only thing bothering him right now…

"Davis! Davis! Davis!" came a loud chirruping voice as he walked back into his room to find Demiveemon bouncing up and down on his bed, flailing his arms. Wormmon was nowhere to be found, but Davis wasn't really surprised; after what had happened to him that day, it seemed like he just wanted to be left alone.

"Heya, Vee. Wanna keep me company while I do my homework?" he asked, pulling up his chair as his partner jumped off the bed and scampered across the floor over to him. For some reason, though, he looked reluctant to climb into Davis's lap like he usually did.

"Davis?"

"Hmm?" Davis frowned slightly at the worried gaze his partner was giving him. "What's up, little guy?"

"Davis…" Demiveemon looked uneasy about something. "Would you rather have Wormmon as your partner instead of me?"

Davis looked shocked. "What? No! No way! You're my partner, Demiveemon!" he exclaimed, scooping the little In-Training into his lap. "Dude, why would you ever worry about a thing like that?"

"You guys talk about Wormmon a whole lot," Demiveemon sighed, looking down at the floor.

"Well, yeah, that's 'cause we're all just worried about him. C'mon, Vee, you know you're the only one in the group who can stand me," Davis joked, scratching his partner behind the ears. "Really, Wormmon wouldn't be a good partner for me… I feel like I'm always walking on Digieggshells around that guy, honestly."

"Davis?" asked Demiveemon, peeking up at his partner. "What if Wormmon did have a partner? What would they be like?"

Davis burst out laughing. "Now that's a good question."

He fell silent after that, continuing to stroke his partner as he curled up in his lap, really not in the mood to start his homework. The events of the day were still nagging at him… he didn't want to say anything to Demiveemon either, though. Better not to worry the little guy.

"Davis," he heard him say after a moment, snapping out of his thoughts. "You're upset about something."

Davis blinked down at him in surprise. How did he… ah, well. He shouldn't have been surprised. A lot of times it seemed like Demiveemon knew him better than he knew himself.

"Yeah… I guess I sorta am."

"Are you sad about what Bearmon said?" his partner asked, gazing up at him with those big innocent eyes.

Davis gave a crooked smile. "Yeah… you nailed it." He sighed, gazing off at the corner of the room. "I 'unno, Vee… you really think he's right? Do you think maybe I'm not cut out for this leader stuff?"

"You just started, Davis." As always, Demiveemon didn't look worried at all. "Don't worry! You'll get better, I'm sure."

"Yeah, maybe," Davis muttered. He still couldn't stop thinking about what Bearmon had said to him… mostly because he'd been right about everything. He really couldn't begin to imagine what Bearmon and the others had gone through. After all, he'd never had his home destroyed by an insane tyrant… never been charged with the lives of so many people. It was really dumb luck that saving Wormmon turned out to be the right thing to do after all…

Well, whatever the case, Bearmon was gone now… and Davis wasn't really sure he wanted to see him again.

––

It really was a good home they had found for themselves, the refugees had decided. It was far more exposed than the forest, meaning they were more vulnerable to attacks from the Digimon Emperor's slaves… but it was still much more than most Digimon had these days.

They'd spend the past several days building straw and stick houses for themselves in the small valley they had found, concealed at the bottom of several grassy hills. It was a good way to put their minds off their troubles, and they were in unusually high spirits as they went about it, deciding they should at least be grateful for the second chance they had been given.

Their leader was not sharing in their good mood.

Bearmon had been a lot quieter than usual for the past few days. Ever since their encounter with the Digidestined and the Digimon Emperor… when Wormmon had been forced to come to their rescue.

Gazimon was unsurprised to find him in his usual spot, sitting on a large rock, gazing off at nothing.

"Bearmon… you know you've hardly said a thing since the Emperor attacked us," she said, sitting down next to him. "That was days ago, you know. And we all made it out in one piece. You don't have to feel guilty anymore."

Bearmon didn't turn to look at her.

"How can you ask me to not feel guilty?" he muttered. "I made the wrong choice. I put all a' you guys in danger. I shoulda known the Emperor would never listen to us…"

Gazimon shook her head in sympathy. "Come on, Bearmon… don't say that. You had no way of knowing – "

"Don't you get it? It's my job to know!" he snarled, rounding on her and making her jerk back in surprise. "It's my job to know what's safe and what's not, and I messed up! I led the Digimon Emperor right to us! If it hadn't been for Wormmon, we'd all be…" He trailed off, too pained to finish.

The irony wasn't lost on him… the very Digimon he'd tried to sell out was the one who had saved them all. The very thought made him burn in humiliation. How was he supposed to live with himself after this?

"I shoulda listened to that human… he was right all along," he said quietly, gazing back down at the ground. "Turnin' Wormmon over was never the answer."

Gazimon said nothing for a moment, sitting silently with her hands in her lap, trying to think of something helpful to say. It pained her to see her leader lose his spark like this…

"…But, there was no way you could have known that either," she finally spoke up. "Can you imagine, someone like Wormmon beating the Digimon Emperor all by himself? I would never have believed it if I hadn't seen it."

Bearmon allowed the tiniest smirk of amusement to creep onto his face, though he still didn't turn to look at her. "Yeah… never woulda guessed the little guy had it in him…"

He fell silent.

Something strange seemed to come over him as he heard his own words. A look of slow dawning realization crossed his face, and he slid off the rock and stood up, staring directly ahead.

"And if he did all that," he said, mostly to himself, "then what excuse do the rest of us have?"

Gazimon stared up at him. "Bearmon? What's wrong?"

Bearmon turned to look back down at her. Whatever he had just realized was making him look rather surprised. "Y'know, Gazimon… I think we've been goin' about this the wrong way."

––

The Digimon Emperor stalked through the dark halls of his fortress, his footsteps echoing and his cape swishing behind him as he went. His gaze was focused squarely ahead, and he spared no glance in either direction as the occasional Digimon slave cowered and fled at the sight of him. Even the very shadows seemed to retreat from his presence as he passed by.

He smirked. Exactly the way he liked it.

He hadn't shown himself to the Digidestined for several days now, and in the intervening time they'd managed to destroy many of his Control Spires and free several areas of the Digital World from his control. It irked him, of course, that they still had the nerve to defy him like this, but he had bigger things on his mind.

He'd spent the last several days holed up in his control room, devising a plan for one purpose and one purpose only: killing Wormmon.

He couldn't exactly take out his anger on the other kids like this; they were real, after all, not just data. But that accursed Digimon… that craven little worm… the one who'd repeatedly helped the Digidestined under his very nose, and then so thoroughly humiliated him in front of his enemies… oh, but he would enjoy grinding it beneath his heel. It enraged him to no end that it was still alive even now, despite his best efforts. That thing was no caterpillar, it was a cockroach.

He recognized on some level that it was ridiculous – undignified, even, to behave this way. With all the power at his fingertips, he shouldn't allow that festering little grub to get under his skin like this. He should be above such pettiness…

But what of it? He was the ruler of this world. If he wanted to be petty, there was no one to stop him.

And besides… it wasn't just the creature's insubordination that made him want to throttle it. He didn't like to admit it… but there was something else.

Just the memory of how that creature had stared up at him… that pathetically sad, weak, helpless, innocent little thing… it stirred up some very unpleasant feelings in him, feelings he had been sure he'd squelched for good. It reminded him too much of an equally sad and pathetic little boy from very long ago, and even as he banished the memory once more, he still couldn't understand why that creature was affecting him this way. There was something about that Digimon he just… didn't like.

Well, no matter. By this time tomorrow, he'd never have to bother himself with it again.

He rounded a sharp corner and entered his control room, seated himself in front of the glowing computer screens, and began to work.

Yes… it was time to be rid of this problem for good.

––

"That's an… interesting place to build a Control Spire."

The strangeness of its location was what had drawn the Digidestined to it in the first place, from when it had first shown up on the school computer. It was perched on a cliff at the very edge of the Server Continent, many miles away from where they had been doing most of their fighting lately. Hundreds of feet below, the Net Ocean stretched out for miles and miles, as far as the eye could see.

Apart from that, there was nothing there.

"Why would the Digimon Emperor build this all the way out here?" wondered Kari. She and the others were gazing over at it from a safe distance away, though there didn't seem to be much need for caution. "There are no Digimon villages for miles and miles… there's nothing to control around here."

Wormmon didn't really care whether it had a purpose being here or not, he decided… these things always frightened him. He shrank back from it ever so slightly, wishing that the others would just hurry up and destroy it before it was too late.

"He must have done it for some reason," TK said firmly, arms folded. "He has a reason for everything he does. There must be something strategic about this location that we don't know about."

"Strategic? I dunno if you noticed, TH, but there's nothing here," Davis said listlessly. "If you ask me, the guy just had his glasses on too tight."

Gatomon shook her head solemnly. "No… the Digimon Emperor doesn't make mistakes like that. This was done on purpose," she said, years of knowledge and experience audible in her voice. Wormmon gazed over at her as she spoke, finding himself wishing he had that sort of wisdom.

"If there's no Digimon to control, then it's here for something else. Something like – "

"Guys?" Yolei suddenly said nervously, freezing up and gazing over her shoulder with a frightened look on her face. "Do you… do you hear that noise?"

Everyone quickly fell silent and followed her gaze.

Somewhere within the trees behind them came a low, throaty growling noise… and then it was quickly joined by several more.

Everyone stared and slowly backed away, not daring to make a sound, eyes fixed on the trees as the growling noises slowly escalated and the bushes began to rustle.

"…Something like luring us into a trap," Gatomon finished.

Davis froze as he felt himself step on a stick, the loud snap breaking the silence… and that was the signal.

Yolei shrieked as a large black form came exploding out of the bushes, snarling and barking as it leapt at the hapless children. TK and Kari barely had time to recognize the creature as a Dobermon before screaming, spinning around and fleeing with all the others.

"Davis! Davis!" Wormmon cried out as he tried to scramble after the others, but it was no use – he was just too slow. His cries were drowned out as one, two, three more Dobermon suddenly came bursting out of the bushes, each one howling and baying as they took off after the human children and their pawsteps shook the ground. Davis couldn't hear Wormmon begging for help. None of them could.

"What – what are those things?!" Cody screamed as TK frantically grabbed him by the hand and pulled him along. Where they were supposed to have spiked collars, each Dobermon instead had one of the Emperor's Dark Rings clamped around its neck. The five partner Digimon were each desperately trying to fend off the pursuing Dobermon with their attacks, only to be effortlessly sent flying by the ferocious Champions.

"Guys, we have to get away from the ocean!" TK shouted as he attempted to lead the others back in the direction of the trees, but he quickly realized that was not an option. One of the Dobermon had raced along ahead and was now suddenly swerving in front of him, cutting him off, forcing him to veer off to the right with a jolt of panic and pull Cody along with him.

The Dobermon were herding them straight toward the edge of the cliff.

"Yolei! We have to Armor Digivolve!" Hawkmon cried down to his partner from where he was flapping in the air and out of their pursuers' reach.

Yolei managed to steal a glance up at him as she ran and nodded. "Right! Digiarmor ener – ack!"

One of the Dobermon threw itself at her, knocking her to the ground with a painful thud and sending her skidding forward several feet, stopping just short of the edge of the cliff.

Yolei winced and stared up at the Dobermon in horror, its front paws pinning her down by her chest, rendering her unable to do anything but squirm.

"N… nice doggy… good doggy…"

Davis and the others had abruptly found themselves in a very similar position. The remaining Dobermon had grouped them and their Digimon together at the cliff's edge, ever so slowly closing in on them, growling as their eyes glowed red. Patamon and Hawkmon could only watch in horror from the air, already knowing that trying to attack them was useless.

Davis quickly glanced over his shoulder, looking down at the crashing waves far beneath them. "All right… I didn't wanna do this, but you guys asked for it," he said, trying to keep his voice steady as he reached for the Digiegg of Courage. "Veemon! Digiarmor energi – "

"By all means, keep talking if you want to die."

Davis immediately fell silent. All five children winced and turned to face the all too familiar voice.

The Digimon Emperor had just come walking out of the trees… actually, waltzing was a more accurate word, as he was looking quite thoroughly pleased with himself, seemingly not remembering or not caring how his last encounter with them had gone. His Dobermon stood where they were as he approached them, never once taking their glowing eyes off their prey.

"All it will take is one snap of my finger for them to send you over the cliff," he said threateningly, raising up his hand and looking more than ready to snap. "Do you really think you can make your precious partners digivolve faster than that? Here's a hint: you can't."

All five of the Digidestined stood frozen, not daring to move, only able to glare at him with immeasurable hatred and disgust in their eyes.

"Fine. You beat us this time, Emperor," TK said in a low voice, trying not to sound afraid. The Emperor had to be bluffing, didn't he? He couldn't honestly be threatening to kill them… did he even realize what he was doing…?

"Look, just call off the Dobermon, let us go, and we'll leave here without a fight."

The Emperor just let out a laugh, not one to show any sort of mercy. "I may," he said thoughtfully. "But there's something I think you all should see first."

Suddenly, one more Dobermon stepped out from behind his cape, standing at his side… and holding someone in its jaws.

"Wormmon!" Davis cried. Everyone else gasped in horror.

Wormmon was bruised and beaten all over. His head was throbbing, his body was weak and limp, and all he could do was wince in pain as the Dobermon's fangs dug into his tender flesh. As he saw his friends all staring at him, too terrified to make a move, he feebly lifted his head up and gazed back at them, his eyes full of pleading and sorrow.

"Davis… everyone… I'm so sorry…"

"You all talk so much about being a team, it really is amusing how easily you forgot about him when your own lives were in danger," the Emperor sneered, glaring down at his victim in utter contempt. "But it's too late now. Your precious little team mascot here has been a thorn in my side for too long. I'm killing him now, and you're all going to watch." He shifted his hardened gaze onto the Digidestined. "And this time, there will be no interference."

"Oh, you WANNA BET?!"

From behind his glasses, the Emperor's eyes bulged. He barely had time to turn his head around before a fuzzy black blur came bowling into him from clear out of nowhere, knocked him to the ground and promptly began beating the stuffing out of him. The Dobermon staggered back to get out of the way, and in its shock it loosened its jaws and Wormmon dropped to the ground.

The Digidestined stood and gawked at this. "Wait – is that – Bearmon?" said TK, though they didn't get to ponder that before a chorus of battle cries filled the air and Bearmon's refugee Digimon all came charging up behind him, dozens upon dozens of them, throwing themselves at the utterly bemused Dobermon slaves. The Champions thrashed around, snarling and biting to free themselves, but the refugees were beating them back by sheer force of numbers.

"Digidestined! It's up to you now!" Gazimon shouted from within the chaos.

Davis immediately snapped out of his shock. "Right! Let's go, guys! We gotta knock down that Control Spire!" he shouted, lifting up his Digiegg. The others quickly followed his lead, and in a flash their Armor Digimon were all racing along the cliff toward the Spire.

Wormmon gasped in fright, dragging his injured body out of the way as Bearmon grappled with the Digimon Emperor. The refugee leader had his hands around his enemy's throat, leaving the Emperor's eyes bulging as he struggled to free himself.

"You…" he choked out. "No! I won't be beaten by a Rookie! Not again!"

"You're nothin' but a pathetic human, Digimon Emperor. You're less than a Rookie," Bearmon sneered at him.

The Emperor finally managed to pry one of Bearmon's paws free and hurl him off, but as he sat back up and tried to collect himself, he was immediately greeted by a most unwelcome sight.

The Control Spire was destroyed.

He froze up in terror, watching as his Dobermon slaves suddenly stopped what they were doing, looking around in confusion as the red glow faded from their eyes, their minds freed from his control.

He was suddenly completely defenseless… and surrounded by dozens of very angry Digimon.

And just like that, everything's ruined again –

"You," one of the Dobermon growled, his hackles rising dangerously as he and the other four glared at their would-be captor. "Digimon Emperor! You did this to us!"

"You enslaved us!" another one snarled, slowly stalking toward him. "We'll never let you get away with this, you tyrant!"

The Emperor stared at them in horror, frantically scuffling away, too terrified to even try to stand back up. The Digidestined watched this as they all suddenly realized that if they were powerless against the Dobermon… then so was he.

What are they gonna do to him? thought Davis, growing uneasy as the Dobermon slowly advanced on their enemy. He's just a kid like the rest of us – we can't them hurt him, no matter what he's done –

But whatever he was about to say, he was beaten to it.

"No – wait! Stop!"

From where they had been mere seconds from throwing themselves at the Emperor, the Dobermon froze and turned to face the voice. So did everyone else.

"Wormmon?" said Davis.

Wormmon was lying forgotten on the ground, injured and all, panic flooding through him as he stared at the scene before him. Everything was silent. All eyes were on him.

He couldn't let them do this… and he didn't know why.

"Please… please don't," he almost whispered. Why? Why was he saying this? "Don't attack him… please."

It was the last thing anyone had expected. Everyone was too shocked and confused to make a move… except for the Digimon Emperor.

Taking advantage of the moment, he leapt to his feet, fled back into the trees and vanished.

By this time, Veemon and the others had rejoined their partners and reverted to their Rookie forms. They all watched in surprise as the Emperor disappeared among the trees, his cape flying behind him, suddenly looking very pathetic indeed as he went.

"You guys let him get away?" asked Patamon. "But why?"

Nobody present was really sure how to answer that. The moment had passed, and suddenly it felt to everyone like their inaction had been a huge mistake.

At the very least, Wormmon's outcry had reminded Davis that he was there.

"Wormmon? You okay, little guy?" he asked worriedly, walking over to him and scooping him up in his arms. "Man, you really have a knack for getting in trouble, don't you?"

Wormmon lifted his head and gazed up at Davis, looking timid and ashamed. "Davis… I'm so sorry… I tried to run from the Dobermon, but I couldn't…"

Davis sighed and shook his head. "Man, don't apologize… it's not your fault the Emperor can't let go of a grudge." He paused. "But, Wormmon… why'd you make those guys stop? Why didn't you want them fighting the Emperor?"

Wormmon grew stiff at the question. "I… I…"

It was the exact same feeling he'd had the other day, when he'd felt so horrible about attacking the Emperor himself. He'd felt the same thing as he watched the Dobermon about to finish him off, the same sickening feeling that this was wrong. Why? Why was he so reluctant to see anyone hurt like this, even if it was the Emperor? Was he really that weak?

"I… just… I didn't want to see anyone else get hurt," he finally whispered.

Davis let out a deep sigh. "Well, you got your wish… the Emperor's gone now."

"It would have been better if we'd done away with him then and there. It would have been the last the Digital World would have ever seen of him," growled one of the Dobermon, looking quite displeased that their hunt had been interrupted like this.

"The next time we see him, we won't be so lenient," another one agreed, and together they all stalked off into the forest and disappeared.

The other Digidestined had all walked up behind Davis and watched them leave… but Kari suddenly found herself distracted by something else.

"Bearmon?" she said, turning to face the one who had saved them. As the others all heard her and turned to face him too, he suddenly found himself shying away, feeling very awkward.

"Thank you helping us just now, Bearmon. You and all of your friends," Kari went on, giving him her warmest smile. "But… why did you do it? We thought you didn't like us."

Bearmon obviously hadn't prepared a speech for this occasion. He glanced away, fidgeting and looking like he would really rather not be having this conversation.

"Well… it's not that exactly," he said quietly, determined not to look them in the eye. "See, it's just… ever since Wormmon saved us that one time, we got to thinkin'… well, it's sorta like…"

Gazimon cleared her throat. "I think what Bearmon's trying to say, Wormmon, is… you inspired us. This whole time, we've been so afraid of the Digimon Emperor we thought the only way to protect ourselves was to betray each other… until we saw you, it never occurred to us that we could actually fight him."

Wormmon blinked in surprise. "Oh… well… I…"

"Yeah, what she said," Bearmon muttered in agreement. "So, yeah. Basically we all agreed it's time to stop hidin' and start fightin'." He turned to face Davis and the others. "So, you Digidestined kids! We're gonna be helpin' you guys out from now on, if you don't mind."

The Digidestined all stared at him. "Wait… you're… what?" said Davis.

"Of course, if you guys are too special to need our help, that's fine too," Bearmon said casually, folding his arms behind his head. "We just figured, maybe… it'd be useful if you had some of us workin' on the inside, y'know? I mean, we live in the Digital World. We know this place back and forth. Could be a help to you guys, y'know."

Quite understandably, the children were all at a loss for words. Except for Kari, anyway.

"Oh, Bearmon! You'd really do that for us?" she cried in delight, hands clasped together, looking like she wanted to hug him like a teddy bear. "You want to help us fight the Digimon Emperor?"

"Wait… you guys really mean it? Even though you know how dangerous it is?" asked TK, looking astonished.

"Well, yeah, why not?" Bearmon said with a shrug. "If Wormmon's willin' to do it, then so are we. And hey, d'you guys see how I kicked the Digimon Emperor's butt just now?" He sprouted a devious grin. "The guy's an amateur. This'll be a piece of cake."

"And it won't be just us. We're gonna get as many Digimon as we can to join up with us too. The Digimon Emperor can't control all of us," said Gazimon.

"Yeah! It's time to stop being afraid!" shouted a Gotsumon in the crowd, and all the refugees started cheering loudly in agreement.

Unsurprisingly, Davis looked thrilled. "Yeah! This is great! This is awesome!" he cheered along with them, throwing his fist into the air. "Now that we're not the only ones fighting the Emperor, he'll go down faster than ever!"

"I must admit… the extra help will definitely be nice," TK sighed, smiling faintly.

Bearmon had been looking quite pleased, but suddenly the smile dropped from his face as he glanced up at Wormmon again, still nestled in Davis's arm.

"Oh, and uh, one more thing… uh, Wormmon…" he muttered, rubbing the back of his head. "I'm uh… sorry we tried to turn you over. Yeah. That was… uh… the wrong thing to do."

"Oh… I…" Wormmon started blushing faintly. "It's okay, Bearmon. I'm okay now, so… there's no harm done."

"You should be sorry. Wormmon is our friend, and what you did was cruel," Cody said sternly.

Bearmon shot him a glare. "I'm sorry, was I talkin' to you?"

Kari let out a giggle. "Oh, let's not start fighting. We're all on the same side now, aren't we? And it's all thanks to Wormmon!" She stroked the little caterpillar on the head, beaming with pride. "See, Wormmon? There's no need to feel down about yourself. You really are important!"

Wormmon's eyes widened at her touch. He felt his gaze traveling across every human and Digimon present, realized in astonishment that they were all looking at him with the same warmth and friendliness, and suddenly started feeling something unfamiliar, but very warm and welcome, slowly growing inside him…

Was this what happiness felt like?

"Oh… thank you… thank you, everyone… I'm just glad I could be useful," he said bashfully, feeling like he was blushing from head to toe, as it finally occurred to him that maybe he didn't have quite so much to be sad about after all.