"Dispose of that." ordered Megabyte, who's eyes went wide with anticipation as he felt his newly acquired power for the first time.

Three of his troops saluted clumsily, as they picked up the decapitated body of Phong, and took it out to the trash. Megabyte's viral hunger was finally sated, and victory was sweet. The Principal Office, and control over Mainframe… no, Megaframe, was his! He took in the decor with a critical eye. "What a dreadful mess we appear to have made. Such a pity. Perhaps when this system is fashioned in my image, it will show more… durability?"

"Well, it's not a total loss. A little paint here, an overhead lamp over there, some throw pillows… and there we are. Better than new."

Megabyte smiled, as he heard the comment behind him, and shook his head. "So." he said, turning to face his newest recruit. "There's still some of you left in there?"

Grid's words were as confident, and biting as they had always been, but his body and voice were mechanical. Dead. "Who, me? You honestly put that much faith in your… your Quack?"

"Perhaps we should have you put under again. A dead sprite's chatter could become quite irritating…"

"What difference does it make? I am your servant."

Megabyte's eyes narrowed. "Are you?" he whispered. It was a challenge. Grid straightened as the virus looked him in the eyes. Megabyte's gaze froze him on the spot.

"Are you my servant? My minion who follows my orders without question or hesitation?" began Megabyte.

"I am. Your power will prevail." Answered Grid, as if playing a recorded message.

"Will you be my eyes when I wish to see, and my ears when I wish to hear?" Megabyte demanded further.

"I will. Your power will prevail."

"Will you be my claws when I chose to strike?"

"At your word. Your power will prevail."

"And will you lay down your life at my whim, and in my name?"

"By my life. Your power will prevail."

Megabyte smiled triumphantly, as he asked the final question. "Now, for how long will you do these things which you have pledged to do?"

For a split second, Grid hesitated, and his voice sounded oddly broken when the words came. "Life can be long, life can be short. I swear that mine is yours. You are all that I exist for. I am yours until the cycle my code ceases to process… Only you, my master. Your power will prevail."

The energy of the moment slowly faded, and Megabyte chuckled. "I know those are the proper words in the recitation, but don't forget, that cycle has recently come… at my hands."

Grid did not hesitate this time. "Then until that cycle comes again."

Megabyte's laughter echoed through the Principal Office. His Principal Office..

His laugh was so loud and hearty, it was quite likely that most of Mainframe heard it. Outside of the system, however, Megabyte was the least of anyone's worries.

NET JUMP

"In there!" shouted a tall, brown-haired girl, pointing to a dark alley coming up on her right. She ducked into it as fast as she could run. She heard a CPU roar past the opening, and stopped to catch her breath. She was safe… for now.

Still panting slightly, she turned to her counterpart. A boy, about her age. They were hardly strangers. He was her partner in crime… so to speak. Like her, his face was a light, gentle blue, and his eyes, an intense hazel. He was slightly more built, and his dark hair came down to the base of his neck, unlike hers, which was straighter, and ended well below her shoulder-blades. Other than that, however, they were quite similar in appearance.

They had been stranded in this system when the Guardians restricted net travel. Hardly an ideal situation… or time.

"You OK Kem?" she asked between breaths. The question was rhetorical. Of course he was fine. The twerp was barely winded.

"Yeah, I'm OK… that was close though." answered Kem. That's when he noticed her fatigue, and smiled. "Don't tell me you're tired already?"

She put on her best insulted face, and tried to hide the ache in her legs. "Well, I'm not as good at running as you are. Not my fault you've had so much practice." She watched his face fall and laughed, punching his arm playfully. "Oh, come on you big wimp, can't you even take a joke anymore?"

Kem shook his head. "I can't believe you still make jokes. This isn't funny anymore, Taazki! This is serious."

She put a fingers to his lips to silence him. "Taaz. You used to call me Taaz… don't you remember?" She had felt them grow more distant of late. He was always so worried, so pessimistic. She was determined to get the old Kem back if it was the last thing she did.

Her warm smile penetrated his fears, and he chuckled softly. "Alright… Taaz it is."

Taazki hugged him tightly around the neck. "We'll be alright. Don't lose hope, Kem. We've been through worse than this…"

NET JUMP

"We've been through worse than this," insisted Dot to her crestfallen team, who had set up base camp on the edge of what used to be Baudway. "Megabyte can't get away with what he's done. Sooner or later, we'll take this system back!"

Her insistence fell on resigned ears. They didn't believe it any more than she did. She saw Mouse in the corner, absently polishing her sword. Apparently she could tell that Dot's enthusiasm was forced.

"I'll be outside, if anyone needs me," Dot announced, in the most unbroken voice she could muster.

As she headed out, Mouse looked after her with sympathetic eyes. Keep the faith, hon. She thought. For all our sakes…

Megabyte wasted no time in making good on his promise to conform Mainframe to his image… starting with the Principal Office. If Dot's forces had known how much of Megabyte's army was busy painting viral symbols, and redecorating their former home, they might have chosen that moment to strike back… and with a little luck, they might have done some real damage. But without the Principle Office, they were almost totally in the dark. The upside of this was that Megabyte too had no idea what his adversaries were up to… and at least they knew where he was.

This was a problem Megabyte intended to fix as quickly as possible.

"Grid!" he called sternly, from his new throne. Grid Run knelt before him.

"My Lord?"

"I've decided to take your advice on some housecleaning, as you can see."

"Yes, and I suppose you want me to grab a bucket and sponge?"

The virus' eyes narrowed. "Hardly. You are now in control of any… pest problems that we may experience. You can start right away."

Grid nodded. "I am honored." He got up to leave.

"Take this with you." commanded Megabyte, tossing his slave a small, simple looking sidearm. "It hardly packs the power of that energy cannon attached to your shoulder, but you'll find it much more… practical in close combat."

"As always, you choose wisely." Grid set off again.

"Oh, and one last thing." Added Megabyte. Grid turned. "Do try not to fail me, won't you? You'll find I'm capable of breaking far more than your worthless neck. Next time, it will be a bucket and sponge needed to clean this place. But it will be to remove you."

Grid nodded, and looked, for a moment, quite nervous. "Then I guarantee my success."

Megabyte watched him leave, and smiled. "Yes, it is hard to find good help… but through a system of trial and error, not entirely impossible."

Two of Megabyte's "errors" scoured wrecked sectors, looking for anything that might be useful to the resistance.

"Um… Hack?"

"Yes Slash?"

"Isn't it just a beautiful night?"

"Edg… eh… What?!"

"I mean it! Look, the calm city…"

"That's because everyone's deleted!"

"The night sky…"

"Slash, it's NOT NIGHT! That's smoke!"

"The guy coming towards us on a zipboard…"

"With a gun."

"Yes. With a gun"

They did a double-take, and screamed simultaneously, as Grid was suddenly upon them. "Where are the remaining rebels?" he demanded.

"We'll never talk!"

"Never!"

Grid smiled. "That's what I hoped you'd say." He fired off his sidearm, which spat spikes at a rapid rate, file-locking the two robots.

NET JUMP

"This is hopeless!" moaned Kem, as another patrol flew by the alcove they were still hiding in. "They aren't going to give up! They must know we're in here somewhere! Why else would they still be searching?" he glanced over at Taazki, who looked like her mind was a million sectors away. He whistled to get her attention. "Hello? CPU to Taaz? You in there?"

"Kem." began Taazki, giving no indication she had heard him. "Could you hold onto this for a while?" She held out her hands.

Kem shook his head, knowing exactly what she was referring to . "You know it's probably safer with you…"

Taazki looked irritated. "Whatever. Look, I'd really feel better if you took it for a bit, alright?"

Kem shrugged. He watched as a small, circular command appeared in Taazki's palm, and hesitantly took it from her. It shimmered in his hands for a moment, and then disappeared again, saved, and stored within his code.

"I'll never get used to that feeling…" murmured Kem, who suddenly noticed his counterpart slinking off towards the open. "Hey, what're you doing?"

Taazki looked at him, almost saddened. "I'm getting us out of here." she answered. She interrupted Kem before he could speak. "What happens to me now doesn't matter. Just make sure they don't catch you. Don't EVER let them have it." she pointed to his hands. "Destroy it if you have to, but for the sake of the entire net … don't let them get it."

"Taaz! Please, you can't!"

But it was too late, she dashed out into the streets, and immediately was startled by an alarm. She had had the misfortune to step out of her hiding spot just as another patrol was rounding the corner. Kem watched her take off in the other direction, and flattened himself against the wall in the alcove, praying for all he was worth. In mere moments, it was over, and he heard Taazki shriek.

He then heard a binome CPU speak. "Where is your accomplice?"

"What accomplice?" was the response.

Kem felt his code skip a beat, as he heard the sound of a club making contact, presumably with a sprite's head. He curled into a ball, and began to sob.

The last thing he heard from the CPUs was: "Where's your magic now, you little witch?"

NET JUMP

Grid eyed a small structure carefully. If this was the rebel hideout, then they were either being very sneaky about it, or there were next to no rebels left. Still, it seemed the most likely candidate, since he saw unconverted binomes going in and out for no apparent reason.

He had half a mind to charge up the energy cannon, and end it right there, but Megabyte would want to be sure. Recon was the name of the game, right now. He lowered himself to street-level, and played his hand across the sidearm in his holster. No doubt it would see more action soon enough.

"Mouse have you gotten anything useful?" asked Dot.

Mouse called to her from the other room. "You could say that, shugah. Ah've started work on a communications relay, and th' security net is ready fer testin', as soon as we get some volunteers with guts enough to risk goin' out there to set it up."

Dot was shocked. She hadn't expected such good news. "Mouse, you're amazing!"

She could hear Mouse chuckling. "Ah know."

"Have Hack and Slash reported in yet?"

"Not yet, hon. Ah hope they make it back in one piece… each."

Dot nodded worriedly.

"Actually, they were just delayed." announced a familiar voice behind her. She spun to see Grid standing in the entrance, grasping Specks by the top of his head, and pointing his gun at him.

Dot was outraged. So he had sold out to Megabyte, lock, stock and barrel. "You…"

"What have we here?" sneered the web sprite. "The ever gracious Ms. Matrix? I've been meaning to repay your unique hospitality. Seems I've been given the chance." He threw Specks aside, into a table, and leveled his weapon at the Command.com.

Dot took a step back, and was suddenly slammed from the side, to the ground. When her eyes refocused, she looked up to see Mouse, in mid-air, floating frozen in file-lock.

"Mouse!" crowed Grid, almost excitedly, but still mechanical. "What a pleasant surprise. This really is my cycle."

A mind floated around total darkness, trying to come to grips with its identity, and whatever peril it was in. Consciousness finally came, and though his mind was fuzzy, he opened his eyes. What he saw before him was a creature… someone familiar. His metallic blue figure shimmered slightly, as if distorted by liquid… or glass.

"Why, hello Phong." It intoned cheerfully. "Still feeling a little… light headed?"

Grid's confident grin faded, as he suddenly became aware of the two binomes who had sneaked up on either side of him… armed with energy scepters.

Mike the TV slid into the room, laughing happily. "Grid Run! This certainly is your lucky day! All this attention, all for you! What are you going to do next? The viewers simply must know!"

Grid backed slowly out the doorway, and then broke into a run. Dot followed after a moment of making sure Mouse would be alright. When she exited the building, she spotted Grid, a short ways away. A whine of energy was emitting from the strange cannon on his shoulder, and instinctively, she made a mad dash at him, shoulder-tackling his stomach just as the cannon fired. Dot looked up in amazement, as the huge ball of energy soared harmlessly upward.

The energy that had rocked the Principal Office just before the ABC's attack… it had been Grid even then! It seemed he had knowledge of all his extra energy after all.

She didn't have any more time to think on this, as Grid got to his feet, and took aim at her with his sidearm. She had to warn her friends! Running for the building like never before, she heard Grid calling. "Go on! Run! There's no place to hide!"

She entered her soon to be demolished headquarters, and kicked a rug out of the way, revealing a tunnel into the sewers.

"Everyone in!" she shouted. "Now!!"

Megabyte watched a vid-window with satisfaction as Dot Matrix dashed into the rebel base, shortly followed by a shot from Grid's energy cannon. When it connected with the outer wall, the explosion was instantaneous, and devastating. He smiled, and turned to what little remained of Phong.

"Such power, such destruction! It's beautiful, isn't it, my dear Phong?"

Phong's head remained totally silent, and Megabyte sighed.

"Herr Doktor, see if you can get that for me again… on continuous loop?"

"Javol!"

Dot's surviving army sat silently in the darkness of Mainframe's sewer system. Neither the dark, nor the smell seemed to bother them. Not as much as the shock. Not long ago, they had taken the Principal Office as their headquarters. Megabyte took it from them. They retreated to set up a new base. Again, Megabyte drove them out. It was disheartening, to say the least.

Sensing movement behind her, Dot turned to see Mouse heading towards her. The file-lock had worn off already? How long had she been sitting there?

"Mouse! Thank the User you're OK. I can't believe you took a bullet for me… How did you know it would only file-lock you?"

Mouse sat, or rather fell into a sitting position, next to Dot. "Ah didn't."

Dot hesitated a moment, then put a hand on Mouse's shoulder. "Thank you, Mouse. I'm only sorry I let you all down."

"From what Ah heard, Dot, yer the one that saved us. You're a hero, sugah. An' doncha worry none about our HQ. Megabyte can kick us down as many times as he likes, but we ain't givin' up!" She motioned to the troops. "Are we?"

A halfhearted cheer emerged from the crowd, but it was obvious that they were getting more and more unsure of eventual victory. Dot stood to address her "army".

"Alright. No more pep talks. No more "We've been through worse" because we haven't. But remember. Crisis has always brought out the best in us. Sticking together isn't a philosophy, it's a written in function that makes it impossible for us to quit! To give in to Megabyte would be to go against our programming. All we need is a foothold. That little turncoat back there gave it to us. Now Megabyte thinks we're finished, and we can strike when he least expects it! Come on. Let's find a new home for the resistance!"

The binomes, although not terribly enthusiastic, all agreed, and brightened up, as they were led through Mainframe's underground by Mouse and Dot.

"Ah thought you said no more pep talks?" whispered Mouse.

Dot shrugged. "Starting now."

"Listen, Dot… maybe now ain't the time, but about Grid… We still have his logging account."

Dot nodded. "Alright Mouse. Grid is now officially an illegal alien in Mainframe. Do whatever you think is necessary to take him down. That includes hacking into his PLA."

Mouse sighed in defeat less than a sector later, handing Dot back her organizer.

"What's wrong Mouse, can't you crack the password?"

The hacker kicked a rock in front of them. "Any other password, hon. Yeah, I could. But there's some kinda failsafe on this one, it's like nothin' I've ever seen!" She pointed to the organizer. "Look! Six characters! Six, lousy characters… probably a word, fer User's sake, and Ah can't crack it, because it seems to know when Ah'm usin' an automated system to check for it! Ah've tried some of the obvious possibilities. Y'know,like 'stupid'…"

"Alright Mouse, you tried. Don't worry yourself over that. We'll get the little bugger."

"Bugger… Dot, hand me your organizer for a nano."

Dot sighed. "Forget it, Mouse."

NET JUMP

Taazki wasn't sure exactly how long she'd been a prisoner. It could have been cycles, but it felt like minutes. With any luck, Kem was laying low, and waiting for the Guardians to come to their senses. "If they catch us both, I'll just die…" she told herself for the umpteenth time.

She was alone in her cell. For the first few cycles, she shared the room with a small, strange bird-like creature, who never spoke. She was just beginning to wonder what in the net such a harmless looking oddball could have done to land himself in there, when the guards took him to the next cell. Presumably, a spot had opened up when one of the other prisoners had been terminated.

Her hair had grown dingy, and unkempt, as if the smell of the prison wasn't bad enough, and she was becoming dangerously underfed. They wouldn't let her die, of course, she thought bitterly. She was much more valuable alive, and if Kem was caught, her life would be ransomed. The payment would be their secret…

For the third time, she heard the ceiling creek. The old pit was probably falling apart, piece by piece. She curled into a fetal position, and presses herself against a corner farthest from the door of iron bars. That's when a tile in the ceiling fell onto her head. She scrambled quickly away, in shock, and looked up where the hole in the ceiling now was. Kem's head popped through it.

"Kem?" she stammered.

"Taaz! Thank the User, I thought I'd never find you! I've been up here for cycles… I'm sorry I didn't come sooner… but I was afraid."

"You shouldn't have come at all! If they catch us together-"

"They aren't gonna catch us. Just sit tight, I'll be back in a jiffy." The head disappeared from view again.

Taazki watched in silence as he dropped into view again, this time outside her cell. He pressed the power lock, and the bars were raised… setting off an ear-splitting alarm.

"Let's go!"

Taazki smiled. "Now there's something I haven't seen on that face in a while."

"Hmm?"

"Optimism. Looks good on you."

They raced through the prison, towards freedom, little knowing that another jailbreak was occurring, not far away. This was also in their favor, as it kept the guards busy while they slipped outside.

"Where to?" asked Taazki, as they neared the systems docks.

Kem pointed to a pirate ship that was about to cast off. "Over there! The one marked "Saucy Mare". If we can slip onboard, we'll be home-free!"