The three heroes of the Ultimissian Guard crept silently through the laboratory, eyes alert for any disturbance. They had been sent on this mission alone, even though it was of critical importance to the Guard – most of the other heroes were out on other missions. Scar, Shockwave, and Hahli had been selected to infiltrate Doctor Frost's stronghold, and stop him before he could complete his ultimate project, the Crimolta.

Doctor Frost was the universe's leading scientist and roboticist, the inventor of the HmIE – Human Intelligence Equivalent – technology that replaced AI systems years ago. With a reported IQ of 250, Frost was considered the smartest man alive. Pre-mission surveillance, however, suggested that he had discovered a way to improve HmIE technology to reach a level of intelligence surpassing his own. If this was true – if the Guard couldn't stop him – he could do whatever he liked.

Thus, three of the elites of the younger heroes had been selected to undertake the task of destroying the Crimolta and – if possible – Frost himself. Leading the expedition was Shockwave, the son of Xavier – founder of the Ultimissian Guard. His power was electricity. A technician for the Guard, Shockwave was clever but physically weak. He had wild blond hair and wore a white lab coat. The next member of the team, Scar, was Shockwave's best friend since when they were back in training camp and Scar had stood up for Shockwave and protected him. Scar was the strongest hero physically, but possessed no powers, making him quite vulnerable in some scenarios. He had long brown hair and war a high-necked black sweater with the sleeves torn off. The last hero was Hahli, Shockwave's girlfriend. They had met back in training as well, and had become fast friends. Hahli had power over water and ice. She had brown hair and wore a simple blue T-shirt and jeans.

They were getting closer to the center of Frost's operations by now – they had survived a few waves of Frost's mechanical minions already, and they had reached a near-infinite hallway leading to the center of the stronghold. Scar glanced over his shoulder yet again, unable to shake the feeling that he was being watched. Hahli and Shockwave didn't seem to sense it, so maybe it was just his imagination.

Hahli shivered. "This place gives me the creeps," she complained.

She started walking a little closer to Shockwave, who seemed utterly oblivious to his two comrades. His fingers waved idly, small bolts of electricity lacing through and around them. Scar tightened the straps on his metal chestpiece and drew his sword about an inch, prepared for anyone – or anything – else that might threaten them.

Scar gave a sigh of relief as the hallway opened into a huge room. If anyone was going to attack, now, at least, they'd be able to see them. The room itself seemed mostly empty. That is, until he did see them – the bodies lining the walls.

Living bodies.

Dozens of them.

The bodies opened their eyes, and they began to move towards the heroes of the Guard. Luckily, they were all cyborgs. Not the easiest opponents, but not the worst by far.

Scar moved in front of the others, who prepped their magic. He drew his sword and held it across his chest, prepared to strike. He shouted out what the others already knew.

"Frost's bodyguards!" He gritted his teeth as they came even closer. "Mechanical bastards," he growled. Then he charged forward.

Shockwave turned in a circle, arms outstretched. A bolt of lightning followed his motions, lancing about through the cyborgs, felling those it struck. One of the cyborgs, however, caught the beam in his robotic hands and fired it at Scar. The Warrior's sword took most of the force, but he still slid back about ten feet, falling to one knee.

Hahli was fighting her own battle, dealing blow after blow with ice-encased fists. A cyborg came up behind her, but Shockwave planted his hand on it, delivering a fatal dose of electricity to the unlucky machine.

Scar stood again and roared with fury before sprinting forward. He stabbed his sword hilt-deep into the chest of the opposing cyborg, which stumbled backwards into the corner before toppling over on the floor. Working together, the three quickly dispatched the handful of cyborgs left.

They continued through the room, coming to another long, dark hallway. They stopped at the first door they came too, pushing it open and stepping inside. The room was dark, but they could just make out a figure chained to a large, steel chair. A ball of lightning sparked to life in Shockwave's right hand, and by its light they made out that the figure was a small girl – no more than five feet tall. She was leaning over forwards, held in place by the chains, and appeared to be asleep. When Shockwave came closer, however she shifted a little and raised her head. She drew back from the light and blinked a few times, bringing him into focus.

"Um, hello…" she said uncertainly. "Who are you?"

"I'm Shockwave, and this is Scar and Hahli." He pointed to the others in turn. "We're from the Ultimissian Guard. And who are you?"

"My name is Zero, Master Frost's first creation." Zero closed her eyes for a few moments, then opened them again. "I've heard about you. We're supposed to stay away from you."

"Yes, we're here to kill Frost," Scar announced, "no sense dancing around it. So what do we do with you?"

"I'm n-not sure," Zero replied shakily.

"Why are you held in this room?" Shockwave asked.

Zero locked on to Shockwave's eyes. "Frost isn't the only reason you're here, is it? You came to destroy the Crimolta, did you not?" Shockwave nodded in response. "You see, Frost bioengineered me years ago, before he took this…darker path. When I was created, however, my DNA mutated, subjecting me to random fits of highly destructive rage. The last attack was when Master Frost built my friend, Crimolta, into the Crimolta, the machine you're after now.

"I destroyed the first Crimolta he tried to create – Project VX-05-R – personally. Even as one of Master Frost's subjects myself, I know that he's gone too far this time. He's insane! You have to stop him!"

"Here," Scar offered, "I'll release you. You can come with us."

Zero shrunk back, away from Scar's outstretched hand. "No," she refused, "I wouldn't be any help. It'll be easier without me, but please do it quickly. I don't know how close to finished he is with the Crimolta, but he can't be done yet. You need to stop him before he is."

With a promise to return once the Crimolta was destroyed, the heroes left, closing the door behind them. They saw Zero slump back over, looking no different than when they found her. They followed her directions and, minutes later, stood outside the door the Frost's main workshop. Shockwave took a step forwards.

"Well, guys, I guess this is it," he announced.

The others nodded in agreement. All three of them turned as they heard a noise.

Standing in front of the door was now another cyborg. He looked like he was about nineteen, and radiated great confidence. He wore only a pair of loose, black pants and a pair of steel boots. He was entirely bald, and his right arm had been replaced with a mechanical one.

Scar took up a defensive stance, glaring at the new adversary. "And who would you be?" he demanded.

The cyborg's voice was deep, yet surprisingly pleasant to the ear. "My name is X-003, bioengineered in an attempt by Frost to create the perfect athlete."

Hahli glanced at X-003's mechanical arm.

"If you're one of Frost's 'Bio-E's, then why are you a cyborg as well?"

X-003 clenched his fists and glared off into the distance.

"Because I wasn't quite perfect enough."

Without any warning, X-003 rushed Scar. He leapt into the air, scissoring his legs around the Warrior's neck and executing a perfect back flip, slamming Scar's head into the metal floor.

Shockwave cried out and ran to defend his friend, bringing a heavy axe kick down on X-003's head.

The cyborg didn't even move.

X-003 grabbed Shockwave's leg and twisted it, throwing him to the ground. Shockwave rolled and came up in a crouch, staring daggers into the cyborg. X-003 continued walking forwards, down the hallway the heroes had just emerged from, suddenly ignoring the three Guard members.

As X-003 walked by, Hahli prepared to blast him with an ice spike. Before she could do anything, X-003 whirled around, firing a laser beam into her chest. She was launched back into the far wall, before she slid slowly to the floor, moaning. X-003 lowered his arms, his left arm bracing the right, which still had smoke rising from its palm. When he spoke, his voice was unnaturally calm.

"You don't get in my way, and I'll stay out of yours."

With that, he turned his back to them and walked purposefully down the hall.

After a minute or two, Shockwave slowly got to his knees and dragged himself over to Scar. The Warrior's breathing was quick and ragged, and he wasn't moving. Shockwave held Scar's head in his arms, Scar's long, brown hair trailing to the ground.

"Scar…Scar…stay with me, man!" Shockwave begged.

Scar sat up slowly, holding the side of his head. He gave a small grunt and fell sideways, leaning on Shockwave for support. Across the room, Hahli picked herself up off the ground and stumbled over to the other two.

Shockwave rolled up his left sleeve, revealing his wrist computer. It was made of a silver-colored, extremely resilient metal, and covered about half of his forearm from the wrist up.

"Here, guys. I'll call up Draco and have him send us a transport. He can find us replacements."

Scar slowly shook his head, but winced in pain.

"No. No, I'll be…fine," he protested.

Shockwave gave a resigned sigh. He knew that nothing he said would get Scar to change his mind. He looked up at Hahli.

"How are you holding up?" he asked.

She managed a smile. "If Scar can manage, so can I."

Shockwave rolled his eyes and stood, pulling his sleeve back down. He helped Scar to his feet and turned to face the door again, but, with a second thought, activated the wrist computer's communicator. Draco's voice came through clearly.

"Shockwave! Are you guys all right? My readings are going crazy!"

"Yeah, we're hanging in here. But listen. We've had some trouble, and Scar is hurt. I want you to put a few teams on standby, and send us at least Vance and Jet. We may need a hand."

"All right…" A hum started up in the background. "Powering up space-to-surface transport." Shockwave heard Draco turn on the intercom and call for Vance and Jet. "Do you have your coordinates?"

Shockwave checked the data screen. "I've got 1580, 793, -5. How's that match up?"

Draco laughed. "Right on the money! Tracking is go… Transport in five…four…three…two…one. We have dematerialization. All right, I'll keep an eye on you. Space Station out."

The wrist panel clicked off.

A few feet away, two translucent, blue figures appeared.

Author's Notes:

Well, here's the first chapter for this story! I hope you like it, it's a re-imagining of an idea that started when I was in kindergarten. Please review and tell me what you think! I'm also going to (after each chapter) put all new characters and when they first appeared in the UG stories. So:

Draco: 2001

Shockwave: 2006

Scar: 2006

Hahli: 2006

Zero: 2010

X-003: 2010

I hope you like it – let me know what you like/dislike/what you're clueless about! Thanks for reading!