In the virtual training room at HQ, Duck was shooting down virtual ninjas, and he was enjoying it.

Duck: Ha, ha! In your face! That's a new high score!

Tech: How many times do have to tell you? What I have created here is a state of the art virtual trainer, not a video game.

Duck: Call it what you want, I'm the master! ( blasts more ninjas ) I rule this game! ( blows smoke from his gun )

Tech: Yes, you're quite the expert. Try this level.

He pushed a button and the whole room went dark.

Duck: Hey! Who turned out the lights?

The lights came back on and bigger guns were pointed at Duck. The lights turned off again and shots were heard firing at Duck.

Then, Sophie entered the trainer's deck.

Sophie: ( Smiling ) Hey Tech.

Tech: ( Smiling back ) Hello beautiful.

Sophie walks up to Tech, and placed her hands on his chest as he wrapped his arms around her waist. Sophie laid her head on her coyote's chest as he placed his on top of her head. They both sighed in content. They were really in love with each other. Ever since they got together, they have always be inseparable. They have been on numerous dates, and each one is always better then the last.

Their moment was broken by the door opening and Duck walking out, as smoke sizzled off his body.

Duck: Hey! I was kicking virtual tail over here!

Sophie: ( Pulling away from Tech ) Oh! I almost forgot! Zadavia's online.

The Loonatics gathered around the meeting table, where Zadavia's hologram appeared in the center.

Zadavia: Loonatics, there's been an escape from the Subterranean Maximum Security Prison. The file is being uploaded as we speak.

An image of a woman with purple hair, with a huge head, and wore a violet light weighted suit was on the screen.

Slam: Big head!

Ace: You said it.

Tech: Mallory...oh no.

Sophie: You know her, Tech?

Zadavia: I want you all to get down there. Tech can fill you in on the way. Zadavia out.

Her hologram disappeared.

Ace: Let's jet!

The Loonatics took the Loonaporter to travel to the secuirty prison.

Sophie: Tech, who is that woman?

Tech: Right before Zadavia put us all together, I was still a gradstudent at AcmeTech.

Flashback to a young Tech, wearing glasses, green pants, black boots, a white lab coat with an orange shirt underneath, was busy typing something. When a young woman with violet hair, glasses, black boots, a white sleeveless coat with a light purple long sleeved underneath, and a dark purple skirt.

Tech: Mallory was a young protégée i was tutoring. She was working on a device that could amply brain waves, but in discovered that she had modified the device to transfer knowledge from other people's brains into her own.
The university staff were gonna be her guinea pigs.

Tech finds on screen a large yellow figure in the middle of the screen with three smaller figures on each side with lines leading their heads to the yellow, indicating Mallory. Tech was shocked to learn about this.

The University staff entered the room just in time to see the device, unknown to what they would be really expecting.

Mallory: With just a flip of this switch, I will show you what it means to be brilliant.

She put on a helmet, then flipped the switch, and a purple lightning erupted from her machine. The staff members stared in awe, To save the staff members from being affected, Tech quickly deactivated the device.

Tech: So I stopped her and her evil head, before it was too late. I had to do something before their minds were destroyed. Unfortunately, she was hit by a surge of bio-elctro neuron feedback.

Mallory was struck by one of the lightning bolts, and the machine exploded. Smoke filled the room. When it cleared up, Mallory's hair came loose, the helmet was off, and her head was now longer than it was before and her eyes were green. She glanced over at Tech, and figured out what he had done.

Tech: Take her away officers!

Two police officers came in and handcuffed Mallory.

Officer: Mallory Casey, you're under arrest!

As they carried Mallory out, she glared and shouted at Tech, who looked sad.

Mallory: YOU! You ruined my life's work! How dare you! Oh, I will get you, Tech! Someday, I will get you! You mangy dog!

Tech: And that's the last I heard of her, until now.

Sophie: ( Softly ) You still did the right thing. If not for you, who knows what could have happened to those people,

Tech looked over at her with thankful smile.

The Loonaporter landed at a construction site near the prison.

Ace: Come on, guys! We picked up some suspicious electrical activity in this area.

Tech: Mallory would have a fielding with equipment like this.

Duck: Me thinks this place is empty.

Lexi: Chill, Duck. Me thinks I hear someone thinking louder than any of us. We're not alone.

Tech: That's gotta be her.

Mastermind: Give that dog a bone!

Everyone looked up to see Mastermind on top of one of the construction vehicles. On top of her shoulder was a robotic pen that she brought to life to aid in her escape from prison.

Mastermind: Nice to see you again, Tech.

Tech: I wish I could say the same.

Duck: Some genius. You get an A for the escape, but a D on the getaway, sister!

Mastermind: Oh. This isn't about getting away, it's about revenge. Isn't it, Tech? Eliminate those animals!

Other construction vehicles came to life and attacked the Loonatics, who dodged the attack. The machine that Mastermind was standing on had a drill, which came down Tech, but he jumped out of the way.

As the vehicle backed Tech up to a constructed building, Sophie yanked Tech out of harm's way, when the drill came down on him again.

Sophie: Tech, are you ok?

Tech: I'm fine, Sophie.

When the vehicle gave chase again, Sophie jumped up onto the top of the vehicle to confront Mastermind.

Mastermind: Well, what do we have here? A dog that wants to fight?

Sophie: Ok, Big head! Surrender now, or I will put you down.

Mastermind: Me? Surrender? You must be joking. You stupid canine! I will have my revenge on Tech! I will destroy anyone who gets in my way.

Sophie looked behind her to see Tech still running from the drill of the vehicle, when he was finally cornered by the hill of dirt. High above a building, Slam dropped one of the vehicles onto the drill machine that Sophie and Mastermind were on.

Tech could only watch in horror as the saucer shaped vehicle crashed onto the drill vehicle. When the smoke cleared, the Loonatics gathered around the destroyed machines to look for Sophie and Mastermind, but found no trace. Tech became distressed to find her gone.

Lexi: Where's Sophie?

Rev: I searched this pile from top to bottom, but no trace, no mark, no nothing on Sophie.

Tech: At least that she is not under there. Thank god.

Slam: Where's big head?

Tech: She's sulking around somewhere, but I've got something at HQ that will give her a headache, wherever she is. But, what about Sophie?

Ace: Sis must've gone after Mallory. C'mon, let's get back to HQ and get whatever Tech's got for Miss Beach Ball Head, then we find my sister!

The Loonatics got back in the Loonaporter and drove back to HQ.

Ace: Hey, who left all the lights on?

Slam: Don't look at me.

Just then, Mastermind's face appeared on screen.

Mastermind: Ah Tech, you've finally arrived. Your girlfriend was just hoping that you show up.

She lowered the screen a bit and Tech gasped sharply. Sophie was sitting in a chair, with her wrists were cuffed with gauntlets that withstood her powers, the same thing with her feet.

Tech: No...

Mastermind: And that's not all. I'm in complete control of your headquarters, now Tech. Now it's my turn to play with some of your inventions, and boy, is this gonna be fun!

The Loonatics gasped in shock as three security drones emerged from the tower and flew towards the Loonaporter, firing at the ship.

Ace: Ah! I can't hold it!

Slam panicked while the Loonaporter nosed dived down to the streets.

Ace: Everyone hang on! We're going down!

Duck: We're doomed, DOOMED!

Lexi: Ok, now's not the time to panic!

Duck: WHAT? Now is exactly the right time to panic!

Slam: Yeah!

But luckily, Tech activated a parachute to shoot out from the back of the ship and made the craft land safely in the streets.

Through the security monitors, Mastermind and her little pen pal watched as the Loonaporter pulled up to the garage below HQ, while Sophie could only watch from behind in her chair.

Mastermind: Ah my pet, company has arrived. Look pup, Tech's here to come visit us. Won't Tech just love the modifications I made to his little toys?

She had planted small devices on each of the guns that Tech had invented, while cackling. Sophie glanced a worried expression up on the screen, where the Loonatics had snuck into the HQ hanger with Slam's help from burrowing an underground tunnel to get inside the hanger.

The Loonatics grab some guns off the rack, the very guns Mastermind tampered with. Their hands got tied to the guns thanks to the small metal cables that emerged from the devices that Mastermind put on the guns.

Tech: My brilliant inventions! What has that ghastly woman done to my babies!

Duck's pistol began firing while the others scrambled to get out of the way. Then Slam's gauntlet guns started firing. Mastermind laughed while she enjoyed this, Sophie show a really worried and concerned expression. Ace used his laser vision to untie himself from the cables to his wrists, Slam smashed the gauntlets on the wall, Rev shot blast at the wall, but he sped right in front of the blast and freed himself with it, Lexi hopped into the air and smashed the gun on the pipes, freeing her grip on the gun, and Duck teleported himself out of the gun's grip. Tech sadly hung his head in disappointment.

Tech: I should've seen this coming. I fell like such a pea brain.

Ace: You're no pea brain, Tech. But right now, we have to figure out a way to bring that big headed maniac down and rescue your girlfriend, who happens to be my sister.

Mastermind: ( from Sec. Cam. ) I heard that!

Tech then led the group into another room, where no security cameras were hidden. Not only did it have a hidden elevator, but it also had a large heat generator. Tech feels around for a button to open the secret elevator, but Mastermind sealed them in the heat generator, and then turned the heat generator on max to fry them.

Mastermind: Is it getting hot in there or am I just crazy! ( Laughs )

Sophie: No! Let them out! Please!

Mastermind: No can do, it is time for Tech to see that payback is a dawg!

Lexi: Hey gang, Miss Big Brain set us up for a big bang!

Slam tried busting their way out by using his tornado, but it didn't work.

Tech tried hacking into the security controls.

Ace: OK Tech, time to put your wits to work!

Tech: I'm hacking into the security portal, but it's gonna take some time.

Duck: Well, could you pretend to hurry! One more minute and you're looking at crispy fried duck!

Tech: I've almost got it!

Mastermind: Almost doesn't count, dog face! Cover your ears, Penny. You too, pup.

As the heat went up, the entire room then explodes, much to Sophie's horror.

Sophie: ( Horrified ) Noooooooo!

Mastermind: Anyone for barbecued heroes? It seems that hot dog is well done! ( laughs )

Sophie hung her head as tears trickled down her face as she began to cry while feeling all broken inside, because of the loss of her friends, her brother, and her boyfriend.

But unknown to Sophie and Mastermind, the Loonatics were still alive, for they had escaped by climbing a rope out of the sealed room.

Ace: Could you have cut it any closer, Tech?

Down below the rope, Tech was burnt to a crisp.

Tech: Actually...no.

But he was able to regenerate himself.

Ace: Yeah, we better get moving before she figures out we're here.

Tech: Through the vents, she can't monitor us in there.

Once safe in the vents and in a larger area, Tech discussed his plan on how to stop Mastermind and save Sophie.

Tech: We've got to get to my EMP.

Duck: You don't have to spell it. I know what a emp is. Uh, what's an emp?

Tech: The EMP is an Electronic Magnetic Pulse generator. If we can get to it and activate it, it would temporarily knock out all electric current in the vicinity. Without power, she's, well, powerless.

Ace: Lexi, take Slam and Rev and follow this all the way up and activate the EMP. Duck, you come with Tech and me and we'll enter the virtual trainer. She won't know what hit her.

Rev: What about Sophie?

Tech: You leave that to me.

Lexi: So, where do we find this EMP and how do we activate it?

Tech: It's hidden right in plain sight, it comes with simple instructions.

Meanwhile, Sophie was still in mourning for her friends, when Mastermind walked over to her.

Mastermind: Now that my revenge is complete, I'm afraid that your usefulness is over.

Sophie looked up and glared at her.

Mastermind: When it occurred to me, by the way how you protected him and how he thanked you, it's obvious that you two are close, but then a realized that it was deeper than that. You two were lovers.

Sophie growled at her, and before she could say anything, Mastermind placed a large piece of tape over her mouth. Sophie then tried to get out of the gauntlets.

Mastermind: Go ahead and try to get out of those. They are designed to withstand your powers. ( Pulls out a gun ) Now, ( points the gun at Sophie's head ) goodbye, mutt!

But then, the security monitors picked up Ace and the other's movements in the vents from inside the virtual training deck.

Mastermind: What? How could they have survived?!

When Sophie saw Ace, Tech, and Duck jump out of the vent and into the training room, her eyes widened and tears of relief beg to build up. But the minute that they entered the room, they had found themselves in deep trouble, when they were attacked by the holographic ninjas, and when they get hit by the laser guns, it splits them in two. Having enough, Tech escaped from the training room and heard towards the room where Master and Sophie were. Hearing Tech coming, Mastermind grabbed Sophie and ran ran straight for the lab, just as Tech burst in from the vent.

Tech: Come back, Mallory!

But the doors closed on his face. Tech growled in frustration. But within seconds, he got the doors open and he walked into his lab, looking for Mastermind or Sophie. But only Mastermind emerged from the darkness.

Mastermind: You're proving yourseld to be more willy than imever expected.

Tech: And you're just as twisted as I thought you were.

Mastermind: Not twisted, enlightened. But then, you were always jealous of my brain power.

Tech: It's not your intellect I have problems with, it's your swollen head!

Mastermind: You taught everything I know! Remember!

She pulled out a laser pistol from behind her back and began firing shots at Tech. Tech jumped out of the way in time and quickly constructeed his own laser gun from various materials in his lab.

Tech: But not everything I know.

He returned fire and Mastermind dogged the blasts. She quickly grabbed a circuit board and placed it on a pile of scrap metal. With one touch, the metal scrap formed into a giant robot. Tech had his gun aimed.

Mastermind: Bet you didn't know I was gonna do that, did you dog breath!

The coyote fires his gun at the robot,but it had no effect. The robot picked up a still tied up Sophie and tightened it's grip on her, making her scream, which was muffled by the tape on her mouth.

Tech: Let her go!

Mastermind: Drop your weapon or it's goodbye to your girlfriend!

Sophie squealed painfully as the robot's grip got tighter around her body. Tech could not stand to see Sophie hurt. Hearing, he dropped the gun.

Mastermind: Good boy. Get him!

Tech gasped in surprise as the robot's other free hand grabbed him. Tech and Sophie felt a surge of electricity run through their bodies. But Lexi found the EMP and activated it. The robot suddenly shut down and disassembled. Tech and Sophie hung in the air for a minute, before dropping to the ground and standing on the scrap of a once killer robot. Sophie landed in Tech's arms in the process.

Tech: Game over.

The pen on Mastermind's shoulder shut down and laid motionless on the floor. Mastermind bent down and looked tenderly at if, then glared at Tech. Tech had taken off the gauntlets and tape off of Sophie.

Tech: Are you alright?

Sophie kisses Tech as she places her hands on his chest while he wraps his arms around her as their eyes closed. They were like that for a minute, before pulling back and slowly opening their eyes.

Tech: ( grinning ) Yep. You're alright.

Sophie giggled.

Mastermind: An electromagnetic pulse? But that's not fair, you mangy dog!

Tech: What's not fair is you kidnapping my woman, and turning my own inventions - my precious babies - against me. You crossed the line, fat head.

He magnetized a rope as it wrapped securely around Mastermind.

Tech: And for the last time, I'm not a dog, I'm a coyote!

Mastermind: So sensitive.

As Tech dragged Mastermind away, Sophie followed him, as Tech stepped on the pen, while Mastermind cried out to her old pen buddy that she would be back while Tech sarcastically remarked that she might get out depending on good behavior.

Later, Duck was laying back on a small pool fact in a small lagoon, wearing swimwear. The rest of his team were sitting in chairs, lying back and enjoying the sun. ( Sophie was wearing a one piece green and light blue swimsuit while lying down and cuddling to a shirtless Tech. )

Duck: Oh yeah, this is just what the doctor ordered after a tough assignment.

Lexi: Yeah, Duck's right. Chilling is good.

Ace: Amazing

Lexi: What? The beach? The sun?

Ace: No, Duck being right about something.

Slam grunted and nodded his head.

Tech: Ah, yeah. Sometimes getting sand between your toes is the best way to clear the mind.

Sophie: I'm glad that I ran away from home.

Everyone looked at Sophie with surprised faces. This was the second time that she said anything about her horrible past. When she first spoken of it, everyone was shocked to learn that she was once human from another dimension, who went through terrible things as a child. The team were furious of her parents to this day.

Sophie: ( Smiling ) If I'm hadn't then I would not have a protective brother, ( Ace smirked ) a best friend ( Lexi smiled ) and a amazingly smart coyote for a boyfriend. ( Tech grinned and kissed her on her forehead )

Ace: Yeah. We're glad too.

The beach environment then disappeared and then where now in the virtual training room.

Sophie: Rev?

Rev: Sorry, just catching my breath. Ok, I'm done!

Rev was mounted on a bike catching some breathes before peddling again, which powered up the virtual room again into the beach environment.

Rev: You know, I don't mind helping out with this whole vacation thing, but OK, maybe I do mind! I mean, when will the power come back on, Tech? You said the EMP would wear off on it's own in six to twelve hours. I thinks been hours, but I've lost count. I should start counting again. 1...2...3...4...

Loonatics: Just keep peddling!