In the aftermath of the failed push into Neo Arcadia the resistance base was a flurry of activity. Healers rushed back and forth between patients, and those that didn't need medical attention were assisting Cerveau in assembling turrets and bracing the base for Neo Arcadia's inevitable counter attack. They'd barely survived their last assault, and now that their best forces were injured Neo Arcadia was sure to come at them with everything they had.

One of the healers rushed into the command room. “Miss Ciel, Mister Harpuia wants to speak with you.”

Ciel looked up surprised, “Well I'd better go see what he wants.”

“You wanted to speak with me?”

Harpuia nodded, “Yes… I wished to express my gratitude for saving my sister and I. Who I’m told will make it. But, I wish to ask you… After all the terrible things we’d done for Master X… Why? Why did you save us?”

“Because X was stupid enough to tell me that you had rebelled against him.”

“But surely, we deserved death after all we did.”

Ciel sighed and looked at the ground. “Its because he's a fake,” she said finally.

“What do you mean?” Harpuia asked, surprised.

“I'm sure you remember the period where X went missing don't you?” Ciel asked, “Citizens were rioting, the guardians and the Neo Arcadian officials were panicing… So I built a copy.”

“You WHAT?” yelled Harpuia.

“I built a copy,” Ciel said again. “All my family are scientists, my great grandmother had worked on X before.. So I got the plans and built a Copy X. Just so that the chaos in Neo Arcadia would die down, just to restore order. But the problem was that this copy didn't have any of the life experiences of the origanal and was too naive in his thinking. And with the energy crises it seemed only natural to him to declare reploids the heart of the problem, thus beginning Neo Arcadia's iron fisted justice policy of executing innocent reploids, all for the good of the humans.”

“But you're a human,” Harpuia began, “Why would-”

“Because I believe that humans and reploids can live together in peace,” Ciel cut him off, “And until I can find a scientific solution to the crisis my goal is to provide a safe haven for any reploids who found themselves in line for execution. Thus, I am a human maverick. Are you satisfied?”

Harpuia mused about this for a moment, “Yes. I am. Thank you for saving me again.”

“You're just in time,” one of the techs said to Ciel as she returned to the command room, “We were about to summon you.”

“Why? What's happened?”

“We're being hailed by our forces stationed at the energy crystal factory, it seems they-”


“Calm down soldier!” Ciel barked into the radio, “What's going on over there?!”

“PANTHEONS!!” screeched the terrified soldier, “THOUSANDS OF THEM! THEY'VE AAARGH, MY LEG, THEY GOT MY LEG! AAwbla- TOO MANYYY!”

The radio turned to static and Ciel exchanged glances with those in the control room. The Neo Arcadian Army was taking back what was theirs before directing their forces to Resistance Base itself. Not that it would delay them for long though.

“So you sent the entire army?” Zero asked.

X nodded, “I'd been meaning to give the pantheons an upgrade for some time. And now that we can analyze your designs we couldn't ask for a better opportunity. So we're not so much as throwing the army away as we are making room for a better one.”

Barely an hour had passed since the Resistance Forces had been chased out of Neo Arcadia. During that time, X had been quite busy. He'd ordered that Zero be taken away to be examined, he'd ordered the maverick left behind to be hauled away and modified, and he'd ordered an enormous retaliation force be assembled to strike back at the Resistance. Push your advantage, X thought. The army was massive, and yet selective. Three quarters of the units he'd sent out were the melee type, the pantheons with the shock arm attatchment. When the Judges heard what was going on they were, of course appauled by X's actions. “Typical of them,” he thought. Recently they'd become a thorn in his side. X gritted his teeth in annoyance. Despite all appearances, he still didn't have total control over Neo Arcadia. He still had the Eight Judges to answer to. “I'm not throwing away an army,” he'd told them, “So much as gotten rid of an outdated one.”

Now X and Zero sat looking at the new production models. On the right there were the X pantheons. They had been stripped of all melee weaponry and now carried modified beam rifles, mounted on the right arm. Standing beside X's pantheons were the new models, designed after Zero. They had now taken over the melee duties of the grunt army, the shock armed X pantheons would no longer be produced. Zero sighed as the new models walked in front of him and X. “They look so… I dunno, I guess they look kind of like us.”

X smiled at his friend, “Well, they were designed to look like us. Sadly though, we can’t raise their combat level by much. The melee units will be a bit more powerful now but nothing to get excited about. It seems you and I are oddities amongst reploids. Our powers can never be matched.”

Zero laughed, “Yeah, I guess your right. That’s why we are suited to do what we are doing. Protecting humanity in the most direct way possible.”

The two leaders sat quietly for a moment, gazing at their new forces. Then X broke the silence, “You know Zero, we need some more generals. While you easily make up for the loss of the four guardians we can’t be everywhere and lead everyone at once.”

“You're right… Hmmm, something to dwell on.”

The two sat mulling ideas over for new generals as the showcase models left the room, the doors closing behind them softly.

Meanwhile, back at Resistance Base all the able bodied fighters had been mobilized. Most of them were still weakened from their mission into Neo Arcadia, X had sent his retailiatory force far too quickly for anyone to have recovered fully. And there was no question, they'd need every man, woman and child able to hold a weapon.

The Arcadian forces had taken back the factory that the Resistance had worked so hard to obtain. They'd destroyed their outer defenses. Now the horde of pantheons was all but on their doorstep.

Cerveau had addressed the group, telling them about the turret defenses within the base. He'd shown them the base blueprints, outlining the only three ways in and out; the elevator, the hatch close to the energy crystal storage room, and the transerver. At this point they had been surrounded and blocked off. Both entrypoints to the surface were being watched by pantheons and radio jamming had rendered their transerver useless. There was no way to evacuate the non-combat personel. They were trapped, trapped in their old, broken down base which was beginning to look more and more like a simple hole in the ground. It was beginning to look like a grave.

Cerveau had taken the elevator down to his lab where he could monitor the fight from cameras, control mounted guns and communicate with the resistance soldiers who readied their weapons and waited for the onslaught.

An explosion was heard by those guarding the ladder enterence and the metal hatch was blown off. Pantheon after pantheon began pouring in, most of them being of the melee type but a few long ranged ones could be seen as well.

At about the same moment, the pantheons outside the elevator enterence managed to get the controls to work for them. The elevator came down with its first wave of invaders who stepped off and swiftly engaged any resistance members guarding there. The elevator zoomed back upward to transport another round of the enemy.

“Enemy in the base!” roared Cerveau, “Defend the entry points NOW!!” After finishing his extremely helpful message, the tech engaged his defense sentries, the mounted guns he'd collected and installed after their dismantlement at the factory, the first of which he'd placed on the ceiling of where enemy troops were getting off the elevator.

The cramped and narrow corridors did not provide much room for the resistance soldiers to move around, but as the majority of the pantheons were the melee variant with electrical clubs, the soldiers and gun turrets were able to keep their distance and maintain the crucial choke points. Little by little however, the resistance forces lost ground, eventually becoming scattered and separated across the many floors.

The pantheons were smarter than they'd been given credit, they knew how to assault a base. While those on top awaited their turn to charge in they were being beamed instructions from their brothers who had already entered.

The next elevator of troops came down, hopping off the elevator even before it stopped and getting the drop on any resistance members who had been waiting. Cerveau pointed his gun down helplessly, unable to shoot lest he fire on his own troops. What he didn't see were the crawlers that came came down the elevator shaft next. Hugging their bodies close to the ceiling, two of them approached Cerveau's mounted gun and disabled it.

His screen white and fuzzy, Cerveau knew they'd found and destroyed his turret. The next wave of pantheons would be coming down the elevator at any moment and without the steady rain of ammo the gun had provided, the troops there wouldn't hold out.

The order was given for all remaining forces to fall back to the turbine room, they couldn't hold the upper floors any longer. But some of the resistance forces ignored the order against their better judgment, they couldn't allow the Arcadians to simply walk into the med bay and slaughter their defenseless comrades. They held out bravely but when the pantheons fell back to allow a sentient blob of goo to roll forward they weren't sure what to think. The Rainbow Devil began to decimate the soldiers left on the med level until the door to the med bay opened and out stepped a green armored figure. He took in the scene at a glance and raised his sabers, firing three sword beams at the Rainbow Devil which fell apart, landing in several smaller piles of goo.

“Keep it together,” Harpuia ordered, watching the Rainbow Devil reform, “Its not finished yet.”

The resistance soldiers were hesitant to listen to Harpuia, but he was the only one that seemed to understand what the goo creature was. Harpuia shocked it again, causing it to loose shape, allowing one resistance soldier to hook its 'head' with his chain rod, pulling it out of the goo and destroying it.

“Okay,” said Harpuia as he helped Rai and Flash eliminate the enemy around the med bay, “What's the plan now, you guys have a plan don't you?”

Rai and Flash looked at each other. “Try to survive I guess,” Flash answered.

“You have a trans server don't you?” Harpuia asked, “Can't we get to that and port out?”

“Nope,” Rai answered, “Neo Arcadia is blocking our signal. We're trapped.”

Harpuia frowned. “For now we have to get my sister and the rest of the wounded out of the med bay. We'll regroup with your commander and hope they have a plan.”

Meanwhile in the trans server room things were getting worse. The machine hummed to life as if on its own and seconds later the transport pad was filled with invading pantheons. The Neo Arcadian hackers were actually teleporing troops into the base. The resistance forces were being attacked from both sides.

“Well that's all of the workers and patients in the med bay,” said Rai as he sat Leviathan down. Those who could not fight had been moved to the storage area beyond Cerveau's lab. Those with medical or tech skills frantically began working on those who could fight. And those still in condition to fight waited for the pantheons to come breach their last defense.

“We passed another floor on the way down from the med bay,” Harpuia said suddenly, “What was that?”

“Those were the bedrooms…” Rai answered, “Oh no, do you think?”

“I think we'd better check,” Harpuia answered, “Let's make this quick.”

The resistance members swiftly checked the dormitories. Harpuia opened the last door and stepped in, “Is there anyone still in here- Miss Ciel? What are you doing in here?”

Ciel stood up very quickly and turned away from Harpuia. She was breathing heavily, he could tell she had been crying. “I just… wanted to be alone for a little bit.”

“Well that's your business,” Harpuia told her, “But right now you sitting here feeling bad isn't helping anyone out. Common, let's get you to the basement before more pantheons show up.”

The pantheons upstairs were taking their sweet time. They had been ordered to be efficient and it wouldn't do for them to leave anyone alive, particularly if it were someone who could launch an attack on their rear flank. No, it was better to be slow and search every room for resistance scum. This sluggish process they knew, would give the base time to evacuate the med bay and the dormitories but it didn't matter, once all the fighters were dead the others would have nowhere else to run.

After searching the last bedroom the pantheons prepared for the final attack on those that remained. The first wave tried to access the elevator… but the power had been cut. It wasn't working. And worse yet, it was blocking their path. Several minutes later a detonation pack was brought forth and placed on their roadblock. After a large explosion the pantheons were able to proceed.

The fall down the elevator shaft was nothing for them, the problem came from the two gun turrets hanging from the ceiling. Round after round was fired but after a few unsuccessful waves they were destroyed. The pantheons of all types (though mostly the shock armed melee units) marched into the turbine room where they were met by the rest of the resistance fighters. They'd been pushed as far as they could go and now they were cornered. It was their last stand.

Meanwhile up on the surface a large aircraft was approaching fast. Inside, Elpizo was addressing his men.

“Crud this looks bad… alright, we're here. We're going to loop around once and drop a few bombs on the lot that are still outside before we go in. Once we're directly over the base we're going to parachute down, cut our way through and get to any survivors. Once we've found them we'll have to get back to the level with the trans server, I've got a small generator on me to reactivate the thing. Once that's done we program in the coordinates to our base and send everyone who needs an evac through. After that we're going to get down to the engine room and plant a bomb, then run like hell before it goes off. If all goes well we take out this entire army of blue fodder and we let the Arcadians think they've wiped out the entire Resistance.”

Everyone watched as explosion after explosion ripped through the army of pantheons still outside the base. There were still pleanty out there, but some of them were damaged or blown out of their ranks. The bombs had worked as expected.

“Alright everyone, let's move!” Elpizo yelled as he drew his rapier and plunged into the air. After a few moments he opened his chute and floated softly to the ground where he waited for the rest of his troops to join him.

Meanwhile, downstairs a small mettool walked through the sea of blue until he came to the resistance fighters. Until recently they'd been his comrades, but mettools were not complex robots and as such, proved easy to reprogram. Still unnoticed, Matt the Met dug his pic axes into the ground creating a shockwave which sent them sprawling. Axes spun through the air in a circular fashion making for a shockwave which pushed everyone back. The met popped itself out of the ground and with its axes, took flight, and began firing shots out of its mouth. This would have been a minor annoyance on its own but there was still an army of pantheons all too eager to take advantage of the distraction.

Elpizo's troops had begun the descent, their weapons armed and safety's off. Many of the pantheons that had been above ground were now scrap as the planes that flew overhead dropped bombs and sent pantheon bits everywhere. As the planes circled over head, the cargo doors opened, allowing the reploid troops to make their way to the back of the plane. “Ready for deployment” One trooper said as the door opened, a light flashed green and over the intercom the pilot said: “You are good for deploy.” And with those words, the set of troops made a final check of their modified boots, earlier having been retrofitted with a single use per charge enhanced thruster designed to allow them a safe descent, but now with the ok they lept from the cargo doors of the plane.

As the troops lept from the plane they immediately pointed their feet and weapons to the ground, A few stragling pantheons could be seen through the enhanced optic goggles provided for this mission. “Open fire” said the team leader through their team's specialized combat communicators (which operated on a seperate frequency than the resistance's units) as he spied the pantheons. Staccatto fire erupted as several trained troops squeezed the triggers. The pantheons they had been targetting were now laing on the ground as scrap, thanks to the high power, long range artillery they had been outfitted with prior to the mission start. “Ok boys, 3000 feet, engage controlled descent thrusters now.” The team leader spoke through their comms again, and with the timed precision all unit members triggered their thrusters at the exact same time. Their fall slowed to a crawl in the space of two thousand feet, leaving the last thousand feet a smooth and slow descent for them to pick off any straggling pantheons they could see from the air.

Before long, all the team members had landed safely on the ground and now were tightly groupped around each other. The leader silently pointed to the stairway enterance, and the team began to move. Reaching the stairs, the team leader made a fist over his shoulder and all the team stopped, then he flicked his wrist and pointed with the index and middle finger forward. Another team member rushed forward and set his down beside the hole, he pulled a small cylinder from his pack and ripped the cap off it before dropping it down the hole. “3” “2” “1” “0” And with that, a massive bang could be heard followed by a huge plume of smoke. With the smoke rising steadily, the captain pointed to the hole again and the team hurriedly jumped down, and began sliding off the walls to reach the bottom.

Once at the bottom, they landed upon a pile of deactivated pantheons, ignoring them they continued through the smoke into the hall… Where many more pantheons were. Taking positions, the captain merely nodded and the entire squad let their weapons speak for them. The powerful plasma shots issued forth from the weapons at high pace and shredding the pantheons. The team relaxed the trigger fingers, but kept their weapons at the hips ready to fire if necessary. The captain spied a door, and pointed to two of his team, then to the door. As they had been trained, they moved forward, taking positions on either side, the rest of the team covering their front and back from hostiles. Another signal from the captain and the door was opened and the two on either side poked their heads and weapons in… seeing nothing of threat, they entered the room and gave it a more thorough search. Upon finding nothing they proceeded…

At last, they'd arrived at the door to the stairs to the lower levels. Again taking positions on either side, the captain gave the signal and they moved through the door. The pantheons that had been straggling in the hallways were introduced to shot after shot before pitching over the side railing of the staurs and crashing with a thunk at the bottom.

The rest of the base was also approached with such surgical precision, each floor had been smoke bomb to enter, rush in, frag every pantheon that moved, and then investigate the rooms. Eliminating every pantheon that had managed to get caught in a room or seperated from the group. Finally the team reached the bottom of the base. Each member was tired by now, and they were all low on ammo and supplies. Opening the door to the bottom, they tossed the last smoke bomb into the fray…

Harpuia had his back turned, but he heard the clang, clang fwoosh as the smoke grenade bounced twice then unloaded it's contents. His hands still occupied with the met, he hurried away from the smoke, which had now engulfed many of the pantheons which were left. The team on the other hand, burst through the door the second the smoke grenade popped and had begun unloading sparing shots into the remainder of the pantheons thay could see via the specialized goggles which in their current mode used infrared and sonar to distinguish their targetted pantheons from friendly reploids. But as the final pantheons fell and a sudden hush came about the field, the team gazed upon a moving figure which made them go cold and question their sight… Harpuia, had been moving away, holding a met. Though he was obviously damaged, he seemed to be in decent condition. And as of the squad's last records… That met was an ally and Harpuia was not. “What was harpuia doing here? was he the one that organised this entire thing?” they all wondered silently to themselves almost in unison. But they didn't wait too long to figure things out. Dropping their primary assault weapons, they readied their weaker, but still potent, buster pistols. The team then advaced on Harpuia from behind. “Freeze, Put the met down, drop to your knees and put your hands on your head” the captain said aloud to Harpuia.

Hearing those words, Harpuia merely glanced over his shoulder. “And who were these… combatants.” Harpuia wondered as he contemplated what decision he should take, knowing that he couldn't release the rabid met without it attacking/devouring more of his so-called allies, and he already had enough issues with them trusting him, he didn't need more. “Please, I know what this looks like, but you have to let me explain.” Harpuia tried to plead as he held tightly onto the met. “Do as you were told” The captain stated as he took two steps forward, pistol raised and aimed clearly at Harpuia's head.

“Stop” cried some of the remaining resistance fighters. “Your making a mistake” they said as they hobbled from the sides, war torn and injured, tired from the prolonged battle. “Harpuia here helped us fight off the pantheons, and that met there was attacking us, he's managed to subdue it…” And with those words the captain took his right hand off of his gun, lowering the gun and with his right hand made a motion of lowing his hand from his shoulder to his hip. The team immediately complying and lowering their weapons as well…

“Don't lower your weapons men, are you crazy?” Elpizo asked. He calmly walked to the front of his unit and stood glaring at Harpuia. “Just because these troops believe in his defection story doesn't automatically mean that we must as well.”

Harpuia scowled. He had expected to endure a certain amount of hate from the Resistance but he was trying his best out there. There was nothing for it though, any retort might enflame them even more, he'd just have to endure it. The guardian bit his tongue.

Elpizo looked surprised when Harpuia failed to respond and broke off his glare. It was at this moment that the met in Harpuia's arms made his bid for freedom. Mat looked up into Harpuia's face and spat a single shot of energy from his mouth. The guardian cried out in surprise, clutching his face and dropping the met who scampered off as fast as his short legs would take him. Mat disappeared somewhere behind the turbine.

Elpizo gave a short chuckle. Several soldiers moved to follow the met but Elpizo bade them to leave it alone. “We'll be leaving here shortly anyway.”

“Is that Elpizo?” came Ciel's voice. She and several other non combatants had emerged from the storage room to see what had transpired during the brief lull in the battle. Upon seeing Elpizo her face split into a happy smile, she'd given up hope of escaping the base. “You came back!”

Elpizo nodded, “We'll have time for catching up later. Right now we have to get to the trans server before the unit I left there gets overwhelmed. We noticed your elevator was broken so we rigged up a basket and pulley system (Elpizo gestured behind him) to get us up there. Go quickly and bring your wounded, we have to get out of here.”

Harpuia and several other soldiers turned and headed back to the storage room to assist those who couldn't walk themselves.

“Julie!” Rai's voice could be heard farther ahead. Harpuia sped up and rounded a corner, Rai was fighting a group of black pantheons who had gotten behind their lines somehow. They must have been remnants of Phantom's unit. They had surrounded Rai and were blasting him with an array of shots. Suddenly there was a burst of sword beams and all the black pantheons fell to the ground. Harpuia deactivated his sabers and motioned for Rai to follow.

Harpuia took Leviathan in his arms. The other soldiers took the hint and did the same for those who were unconscious or required assistance walking. When they returned to the turbine room Elpizo, Ciel and Cerveau were talking, and Elpizo's men seemed to be rigging a large bomb up to the turbine.

“I didn't think we'd ever come back here,” Elpizo was saying. “And its the only way to cover our escape. We can't go on foot or we'll be followed, and we can't leave with the coordinates in your trans server or they'll know where we are. Besides, if it works we'll destroy thousands of pantheons in the process! Hell, the Arcadians might even think they've wiped out the Resistance! This will allow us to bide our time and strike with secrecy. We-”

“Commander Elpizo, we won't hold out for much longer,” came a voice from Elpizo's comm unit.

“You,” Elpizo said, pointing at Harpuia. “Get up there. We'll make sure she gets on the basket, don't worry, just go.”

Reluctantly Harpuia lowered his sister to the ground and flew up the elevator shaft, finally coming to the trans server floor. Only a few men were left, the level was swarming with pantheons. Harpuia raised his sabers up high and bathed the floor with lightning, destroying the enemy. One of Elpizo's men looked up and blinked. He'd just been saved by a Guardian.. “Ok, back on your feet everyone and haul,” he said to his comrades. He turned to Harpuia and requested that he go upstairs to prevent more pantheons from coming down. The green guardian was already gone.

“Up we go,” said Elpizo. He and the bomb unit were the last to board the basket and leave the basement. Ciel, Cerveau, Leviathan and all the resistance soldiers and medical units had already gone and been transfered to the new base.

“That's all soldier,” he said, saluting the men who had been operating the crane. The men disappeared through the door to be transferred. There was a short thump and Harpuia landed behind Elpizo, bruised and tired. To him, Elpizo gave a short nod before following his men through the door.

Not one to be left behind, Harpuia walked into the trans server room and hopped on the pad. The destination was still set for Elpizo's new base. Harpuia pressed the button and disappeared in a flash of light.

Moments later, an enormous explosion ripped through the base. Pantheons still scuttled about searching for survivors but they were all consumed but the fire. Hallways which had already been weakened from the fighting began to collapse, crushing even more. When the smoke had cleared and the pantheons still outside had gone in to investigate they found no survivors. They had wiped out the Resistance.

“Well how about Frostbite Flasia and her sister?” Zero asked, browsing through the Neo Arcadian database. He and X had been throwing names back and forth at one another all morning, trying to decide on their new generals.

“The Seduction Sisters?” X laughed, “You must be joking, weren't you there when your band of resistance friends fought Flasia? She's nowhere near powerful enough. And you can't trust them, they'll do anything for power. Trick is to use them and not let them use you.”

“Well that's the last of our commanders,” Zero said, “Who else is left to be a general?”

X snapped his fingers, “I've got it! Weeks ago Harpuia and Fefnir brought in an old maverick hunter they found roaming the desert. He'd make a good general, especially if he's survived all this time.”

“That'd work,” Zero agreed, “Where is he now?”

“He wasn't in good shape when they brought him in so he was sent to a medical facility nearby. I'll notify someone to bring him in, get him fitted with some new armor.” X turned and looked at Zero, “Come to think of it, you could use an upgrade yourself, what do you say?”

“I say let's go for it, lead the way!”

Harpuia opened his eyes. He was standing in what could only be the command room of the new resistance base. Their telepad was massive and had two operators overseeing it. A large podium also told him that this was their briefing room.

“There you are,” Elpizo said. “We thought you might not have transferred in time. Your sister is in the med bay. First door on your left. Now if you'll excuse me, I've some work to do.”