Babe sighed and said goodnight to all of the kids as they were called away. Soon, Jimmy was the only one left with him. "Well Jimmy, you glad to be back?" "Am I ever! Cleave, this has got to be one of the best days of my life!" "Mine too... hey wait. You called me Cleave again. Lately you've been calling me Babe like everyone else. What's up?" "I was trying out your name... I like Cleave better. Can I stay with that?" Babe sat down and motioned for Jimmy to sit in his lap. "Jimmy, you can call me whatever you want. It's been a long time since I had a friend like you." Babe wrapped his arms around Jimmy as best he could and hugged him where they sat. "Thanks for staying with me no matter what. It meant a lot to me." He wanted to keep hugging Jimmy, but Mitchel came running up. "Babe, I've got everything I need to make you that new suit I promised! C'mon!" Babe looked down at Jimmy, who nodded and got up out of Babe's lap. Babe sighed and followed Mitchel to a welding shop while Jimmy went to look for Dana. Babe glanced around the shop, looking around at a few things that interested him. Mitchel went straight through a door in the shop, coming back out with what looked like white metal. "Umm, Mitch?" "Yeah?" "What kind of metal is that?" "It's the super-metal my dad made. Why?" "I thought it was gray." Babe pointed to the plates welded to him for emphasis. "Nah, those were painted to match the walls already built. It's really this color." Babe watched as Mitchel placed the strange metal by a wall. Mitchel then pointed to a spot on the floor he'd covered with a huge blanket. Babe laid down on it and deactivated himself to wait out what Mitchel would do.

Mitchel made sure Babe was off before he started. It was harder than he'd thought to make all of the armour, but he did it anyway, replacing everything with the brand-new metal. The sun was just rising when Mitchel finished. He wiped a greasy arm across his forehead, leaving behind a black smudge. "Babe, can you get up?" Instatly, Babe's eyes started glowing. Mitchel handed him his new helmet and stepped back to admire what he'd done. Babe was looking at his hands and arms. "So... I'm done?" "Yeah. Now you can get hit by a tank blast and it won't affect you! Your strength will be a bit different too, now that you can stand up to so much. Try it out! I changed your wings' fuel system, so now you use even less, and your tail laser is back to full power. Believe it or not, the last gear you had in that tail was blocking some of the laser!" Babe smiled. "At least I don't have all those plates on me any more... Hey! what's the deal with this helmet?!" Mitchel pulled it off and motioned to the visor. "You have night vision now Babe. You can see stuff in the dark!" "I already could!" "Yeah, but this detects movement, not warmth! It gives a much clearer picture. C'mon!" Mitchel waited as Babe slipped his helmet back on, then walked out of the welding shop to help Babe figure his new suit out.

"Steve, come here." Greg motioned to a table. Steve, afraid he'd be turned into a normal robot, did as Greg told him. Greg smiled slightly. "I'm not going to kill you, Steve." "You aren't?" Steve sighed in relief. "No. Actually, I have just recieved word from a spy that the renegade has just had an upgrade. They've given him a body of some kind of super-metal, so he won't be easy to beat anymore. Gargantuan might even have trouble with him." "What does this have to do with me?" "I'm giving you a better body. That suit you're in was designed for a child, remember? Deactivate yourself so I can get started. You're damned lucky we need you so much." Steve could hear everything that happened to him as Greg took him apart. He had no idea how long it was before Greg told him to reactivate, but he was sure it had been hours. He looked at a clock. "Only took you two hours. What'd you do--" Steve stopped talking as he glanced at his armour. It LOOKED stronger! "What's different?" Greg motioned to his arm. "Our spy found something interesting about the renegade. The one who upgraded him gave him a very useful weapon, which you now have." Greg tapped a small square button on Steve's arm. A holographic set of claws appeared. "You think of the weapon you want, so long as it doesn't shoot, then tap the mechanism again to solidify it into a harmful weapon. Right now it won't do a thing. Tap it three consectutive times to turn it off." Steve did as Greg said. "What else?" "Bring out your cannon." Steve activated the cannon. "It has one new feature that the renegade's engineer didn't think of. Small Napalm bombs are loaded in the bottom of your cannon. You have ten for the maximum number. Our spy told us where the renegade has gone, and it is conveniently located next to our largest ammuntitions factory. You have a virtualy unlimmeted stock pile of those bombs. I also added some small lasers to the wings. There's one on each wing, so use them. They WILL do a lot of damage for the small size."

Max grunted and gave the moniter one last shove. It slid into the wall perfectly, looking like it was part of the wall and not a TV nearly as tall as himself! "Thank you for letting me do this, mayor." The mayor waved a hand away and just smiled at the screen. "Ah, we needed one. This will help us a lot, esecially now that we actuallly have an army to fight with! Did you see the ammunitions factory when you came this way?" "Almost. We were only a few miles from it. That's where we were planning to attack next." "Good, because they've started building something in there." Max glanced up. "Like what?" "Oh, no one can say for sure, but we have seen chemical trucks coming and going from that factory for nearly a month now. I don't know what they're building in there, but it's never been good before, so I don't see how it can be good now." "Do you have anyone to spare for our army?" "Only Anthony, I'm afraid. Everyone else got too hurt in our last battle." "Great. I'll take him. I've already spoken with my men, and we've come up with a strategy for attack--" The alarm system sounded through the moniter. Max grabbed the mico-phone sound system they'd built, and shouted into it. "All available hands, prepare for attack! Move it!" He thanked the mayor one last time and dashed to the welding shop, where most of the weapons and tank parts were now being made. Mitchel was in there, bent over a new design for a rocket launcher he was making. Babe was with him. "Mitchel, how many tanks have we got?" Mitchel didn't even look up from his project. "You mean that I made, or that we have altogether?" "That you made." "I dunno. I gave the blueprints to Chris, and he's been watching the tanks all day. I'd say that we probably have about half of our tank force changed into my tank design by now." Max turned to Babe. "Are you all se--your armour!" "Great, isn't it? I'm all set if you are." "Good, c'mon."

Babe waited calmly as Max gave out the orders to the tanks, then jumped into his own to go out in the fight. Max's voice came over his radio. "Babe, from now on, while you're in the tank, you're the leader out there. Every unit must answer to you. Understood?" "Understood sir. Who's second in command?" "That's be me." Chris' voice sounded through the radio. "So what are we doing, SIR?" Babe smiled inside his tank. Chris sounded a bit jealous... "Chris, take the left flank and attack when I give the signal. I've got the right flank. If you see any robots before I give the signal to fire, look for Steve in the group you find. He's going to be the one we have to watch for." "Understood. Alright, let's move out!" There were a few cheers over the radio as the groups split apart. Babe changed the signal on his radio and contacted the newest recruit. "How're you doing, Anthony?" "F--fine, sir." "Are you sure? You sound nervous." "Yes sir. I--I'll be fine. Jus--just a little n-nervous." Babe sighed to himself, then spoke into his radio. "Anthony, which tank are you?" "I--I'm in the very back, sir." "Well, get up to the front. I'd like to see you for a second." Anthony stuttered in his reply, but came forward. "Okay. Anthony, I need you to stay here and lead the rest of these forces. I'm going to go ahead and check out what's what. I'll be back before a half hour." "Ye--yes sir." Babe switched the radio over to all frequencies. "Everyone in my group answeres to Anthony while I'm gone. Follow him until I get back." Many voices shouted their reply over the radio, then stopped as Babe shot ahead. The city was just showing up on his radar when he saw them. He turned his radio back on. "Attention! Robots are on the way! Fire at will!" He finished saying that, then started firing himself. The robots ahead of him fell in droves, but for some reason, eleven still flew. Babe already knew who they were. He fumbled for his radio, then spoke to every unit. "Chris, you're in charge now. Take out those defences around the city and get that factory! I have some robots I need to destroy myself." Chris' anwer sounded confused. "Babe, are you sure..." "Yah, I'm sure. I'll see you back at HQ , got it?" Babe didn't wait for the next reply. He shut off his radio and sped toward the robots in the sky. When the distance was about halved, he got out of the tank and flew up himself. Steve was there, in some strange new armour himself. Babe brought out his cannon and aimed it directly at Steve's chest. "Okay Steve. You wanted this fight, now let's have it." Steve grinned at him. "No, I think I'll let my FRIENDS help me out this time by wearing you down first." The robots around Steve shot out and attacked Babe. They all had the same black armour Steve had. Babe searched through them, trying to find Sarrah's robotic form so he could destroy it first. It wasn't there... Steve hovered a little to one side, revealing Sarrah behind him. He wrapped an arm around her. "Nice girl you had, robot. It's a shame you don't get to have her anymore!" "You let her go!" Steve kissed her cheek. "Hey, she's even desirable like this! Maybe I'll keep her..." "Damn it, let her go!" Babe gasped when he realized what was happening. He glanced around him and saw each one of his friends reach out to grab him. Their hands clamped around him, holding him in place. Steve laughed. "I can't BELIEVE you fell for that!!!!" His arm cannon charged up and aimed at Babe. "This was way too easy..." "NOOO!!!!!!!!!" Babe wrenched himself free from the robotic hands surrounding him and dove. As he'd hoped, his friends started following him. He landed on the ground as quickly as he could then aimed straight up. There was a loud explosion as Bill, the robot closest to him, was blown to pieces. Maik from Babe's old band was next, followed by Ace and Alan from the Deep Rockers. He couldn't shoot again before the rest of them reached him. As they landed, Babe flew into the sky again, aiming for Sarrah. He shot once, but Steve was able to get her out of the way before it could hit her. Babe scolwed and aimed down at the rest of his friends. His old band destroyed, he moved on to Pik and Kia. They still looked so much like themselves... That one moment of hesitation cost Babe dearly. He saw two cannons activate and shoot before he even had time to turn around. The shots engulfed him and shocked his systems enough to make him fall back to the ground. He got up and shot Pik and Kia out of the sky, then brushed himself off. Steve was still up there, holding Sarrah. Babe grimaced, but didn't go back up. He waited, forcing Steve to get impatient and come down to him. "C'mon Steve. This was supposed to be between you and me!" Steve smiled down at him. "How true. Take her out and we'll fight." Babe watched as Sarrah landed, then brought out his cannon. She stood, waiting for the attack, waiting for him to put an end to her... Babe's eyes filled with tears as he watched her. The only memories he'd had of her before this were good ones. Now, with her brought back to him in this robotic form, she would constantly haunt his memories, come in nightmares, forever be embeded in his mind as his enemy. He would never be able to live with himself if he shot her. "I... can't..." "HA! I thought not. Come back here, Sarrah. Let's leave this pitiful excuse alone." Babe steeled himself and charged his cannon, preparing to fire at his love. He had to constantly reassure himself that it wasn't HER anymore, that she would only try to kill him every time they saw each other. He squeezed his eyes shut and prepared to fire.

BOOOMMM!!!!

Babe was rocked backwards as a giant foot stepped mere inches away from him. Steve laughed and left with Sarrah, leaving Babe alone with his giant friend. Player was watching him, ready to react at any movement. Babe tapped the mechanism on his other arm and thought of a sword, then tapped it again to use the sword. He slammed it into Player's foot, slicing an opening for himself to crawl through. When he was inside, he tapped the mechanism to change it back to a holograph, and thought through every weapon he knew of that could do a lot of damage. Flame throwers were out of the question since the flame would be unstable. What else was there?.. He stood inside Player's foot for a moment, trying to decide what to use, when Player started walking. Gears that had been motionless around Babe instatly started moving, creating a death trap for Babe if he stayed in any one spot for too long. Babe grimaced and thought hard for some kind of weapon... he needed to cut things down before they hit him... "A chainsaw!!!!!!!!!" Babe tapped the mechanism to harden the chainsaw into being, then started cutting away the gears and rods inside Player's foot. The foot froze as he worked his way up, slicing and cutting away. there was soon a clear path all the way from Player's toes to his knee. A loud, metalic bang sounded down through Player's leg, shaking him from his perch as he was cutting another beam away. The beam had nearly been cut all the way off, and since it was so loose, started tipping over, threatening to fall on him. Babe shot it away with his arm cannon, then continued working his way up. The bang came every now and then, somehow always able to catch him off guard. Babe was soon up to Player's hip. He cut open a new way out and exited Player's leg. Player saw him and swatted at him, hitting him so hard that Babe was sure he'd been sliced in half. He gasped in surprise when he saw only a small dent in his side. It took him a moment to get himself back together, but when he did, he went for Player's eyes. Player continued swatting at him like he was some pesky bug, but Babe evaded it enough to land on Player's nose. Player seemed to smile, then brought his hand down to hit Babe. It wasn't too hard to dodge that hand, but Babe hadn't expected seeing Player's other hand come down right after.

----