"I don't know about this," Ashley said as she looked at Matt as they ran across a field towards a large mountain. "We should have told the others we were doing this."

"Jesse would have never allowed us to go," Matt told her. "This is something that has to be done, and we're the ones who have to do it. We were Andy's best friends, we have to bring him home. Who knows what Kit's doing to him?"

"Are you sure that you want to go after him? This isn't the same Andy that we knew a few years ago," Ashley told him as they reached the bottom of the mountain. "Is this it?"

"This is where we tracked Kit to a few months ago," Matt replied. "Andy's still my best friend, and I'm not letting that psycho keep him here."

"I thought came here of his own free will?" asked Ashley as she concentrated. Several vines started lowering from the mountain. She grabbed ahold of them as they started to raise her up. "What if he doesn't want to leave?"

Matt's water form started flowing up the mountain, not answering Ashley's question. After a few minutes, they arrived at the top of the mountain, which was hidden by enough clouds to block it's view from anyone in the city. They walked through the dense fog and found a large mansion built into the mountain top.

"Wonder what the rent is for a place like this?" Matt quipped as a series of metal spikes sprung up all around them.

"Nice security system for a place that no one's supposed to know about," Ashley said as several young people walked out, armed with spears and swords. A young woman who dressed in Amazonian clothing held a larger spear than the others.

"Trespassers are forbidden," Gunilla told the two.

"We're here to talk to Andy," Matt told her. "We're his friends."

"Andy's never mentioned having any friends," Gunilla replied as she looked at the other two boys. "Send them back down the mountain. The hard way."

"Stop!" Kit shouted as he flew in, his angel wings flapping as he touched down. "Let them out. If they want to talk to Andy, then by all means, let them."

The two were let out as Kit looked at Matt with a death glare. "Of course, if it's Andy's wish to toss them off of the mountain, then who are we to disagree?"

As the two were led toward the mansion, one of the boys looked at the metal spikes, forcing them into the ground. He glared at Matt bitterly and followed behind.

"Loyalty"

"I don't like those two being here," Malachi said to Austin as the two walked down the hall. "They could ruin everything."

"They just came to get Andy," Austin told him. "Why can't we just let them get their friend and leave? It'll leave one less thing to worry about."

"Because I don't want Andy to leave," Malachi told him. "I'm starting to like the little nugget. Plus, Kit seems to care about him, and I want him to see that I've taken everything he cares about."

"So you're making your move soon, then?" Austin asked.

"Yeah," Malachi told him. "As soon as those two brats are gone."

Andy hit the ground hard as an older boy stood over him. "I think you're starting to like being bodyslammed."

Tim, who had shoulder length brown hair, helped Andy up as the two sparred in the training room.

"I'd do a lot better if I had my powers," Andy told him as he tugged at the belt. "Get this thing off of me and I'll show you some real power."

"Kit says you have to keep the belt on until you learn to control your attitude," Tim replied. "You need to learn to fight without your powers. You're actually getting better, but you're not there yet."

"Andy, there's someone here who wants to talk to you," Kit said as he looked into the room. He stepped aside and let Matt and Ashley in. As soon as Matt saw Andy, he returned to his human form, something he rarely did.

"Matt? Ashley?" Andy asked as he went to hug them. He held onto Matt a little bit longer than he realized before Ashley coughed. Andy let him go and looked at them. "What are you doing here?"

"We came to talk you into going home with us," Matt told him. "We really miss you, Andy. We want you to come home."

"This is my home," Andy told him. "The Guardians don't need me."

"We do need you," Matt told him. "You're my best friend, I want you to come home."

"I can't," Andy told him. He saw Ashley takes Matt's hand.

"I don't think he wants to go with us," Ashley told him. "Maybe we should just-"

"Are you two... together?" Andy asked them.

"I wanted to tell you before you left, but-" Matt started to say as Andy looked at them. "Please, just come back."

"I'm sorry, but I'm staying here," Andy said as he walked away. "Sorry you came all this way for nothing."

"Let's go home," Matt told Ashley as they turned to walk away. Kit stepped in front of them before they could exit.

"It'll be dark soon, it'll take you hours to get back to Underwood," Kit told them. "Stay here for the night. If you wanted to, you could even... stay longer."

"I don't think so," Matt told him as Ashley stopped him before he could say anymore.

"He's right, we'll stay the night, but that's it," Ashley told him.

"Tim, show them their rooms," Kit told them as he walked away, as Malachi overheard and followed.

"Are you sure it's wise to let them stay?" Malachi asked.

"If we can snatch two more members of the Guardians away, it'll be worth it," Kit told him. "Besides, their friends with Andy. I want Andy to feel like this is really is his home."

Malachi looked at Austin. "I'm sure he will."

"I wish I'd brought some clothes," Matt said as he lay on his bed, still in his human form. "I'd forgotten how cold it gets when I'm human."

Matt stood up and walked toward the door, making sure no one was outside as he started looking around to find Andy.

Malachi and Austin were downstairs, making their plans. "We can't let Andy's friends stay here. We've already got enough to deal with between the other four. We have to deal with this tonight, before Kit can convince them to stay."

"How?" Austin asked. "They have powers, too."

"I'll deal with the boy, you take care of the girl," Malachi told him. "We'll take them out and say they left early before everyone else got up. I want them gone tonight. I'm this close to getting rid of Kit, I'm not letting them ruin this."

Kit and Gunilla were sitting outside, with Kit's arms around Gunilla.

"Andy was the closest thing I had to a friend while I was locked up in the Mall of Justice," Kit told her. "I just want to make him happy. So why isn't he happy?"

"He misses the one you called 'Ace'," Gunilla told him. "Do you not miss him?"

"Of course I do, he was my brother," Kit said as he looked at her. "But I can't bring him back. If I could, I would. But then he wouldn't want to be here, either. Ace being gone is the only keeping Andy here."

"If you care about Andy, you'll give him time to get used to being here," Gunilla told him. "Perhaps you could give thought to letting him have some of his powers back."

"And let him fry me again?" Kit asked. "I'll give him back his powers when he's ready."

"Ashley," Austin said as he knocked on her door. "Andy wants to talk to you."

Ashley got up and rushed to the door. "Really? Where is he?"

"He's waiting for you in one of the meeting rooms," Austin said as he led her down the hall. "Seemed really eager to talk to you."

"I've been wanting to talk to him, too," Ashley as Austin led him into the room. "Andy?"

Austin closed the door behind him as he turned into a gaseous state. "Sorry about this, kid," Ashley started coughing before finally passing out as Austin returned to his human form. "You should have just left when you had the chance."

Matt finally found Andy working out in the training room. Before he could say anything, he found some clothes with his name on them.

"Thought you'd be cold," Andy told him without turning around as he hit the punching bag. "You only seem to use your human form when you're around me."

Matt pulled on the clothes as he got closer. "Well, we have been best friends for a long time. I just feel.. more comfortable around you."

"Even more than your girlfriend?" asked Andy as he punched the bag harder.

"Andy, me and Ashley... it just kind of happened," Matt said as he put a hand on Andy's shoulder. "We didn't tell you because I didn't want to hurt you. I know you liked Ashley, too."

Andy remained silent as he stopped punching the bag. "I really missed hanging out with you, Matt. Why don't you and Ashley stay here? It's not that bad."

"I can't leave Jesse, he needs me," Matt told him. "I guess you feel the same way about Kit, huh?"

Andy turned to face him. "So, what do we do then?"

Tim was heading upstairs when he saw Austin taking an unconscious Ashley out of the room.

"Austin, what are you doing?" Tim said as he ran forward, but a metal trap caught his foot. He fell forward as several metal straps wrapped around him. Malachi headed up the stairs and looked at Austin.

"You idiot, you were supposed to be discreet!" Malachi told him.

"What's going on?" Tim asked. "Why are you doing this?"

"I'm going to be running this show from now on," Malachi told him. "Are you in, or are you out?"

"You want me to betray Kit? He saved my life, I'm not betraying him," Tim told him. "You think you can take him? He's got ten times the power you have."

"Not currently, not with the powers sets he currently holds," Malachi replied as he concentrated and forced the metal to stand Tim upright. "Kit's about to take a major demotion. And anyone who's not on board is going to pay dearly."

"You just need to give Andy the support he needs, and let him make his own decisions," Gunilla told Kit as they walked back inside. "He will come around, you just need to patient."

"You're right," Kit told her as they kissed. "I'll let him make his own decisions. I just don't want to see him get hurt. I'm going to work out for a while, I'll be upstairs soon."

Gunilla headed toward the stairs as Kit went to the training room. As soon she got upstairs, she saw Malachi and Austin waiting for her, and sensed something was wrong. She extended her bo staff as she looked at them.

"That sixth sense of yours for danger is kicking in, isn't it?" Malachi asked as he looked at her.

"I've never trusted you, Malachi," Gunilla told him. "What's your game?"

"Take a guess," Malachi replied as he attacked.

Ashley and Tim woke up, having been chained up in the basement.

"We have to stop Malachi," Tim told her. "You wouldn't happen to have superstrength, would you?"

"No, better," Ashley said as she saw some mold in the corner. "It might take some time, though. What powers do you have?"

"I... see in the dark," Tim said shyly. "Let's just hope that the others stop Malachi before he takes them down."

Austin turned into his gas form and headed toward Gunilla, who twirled her staff as fast as she could to disperse Austin. He reformed and fell back against the wall, just as Malachi rushed toward her. Gunilla jumped and swung her staff, knocking Malachi to the ground.

"What's your game?" Gunilla asked as she held her staff against his throat.

"If you really want to know, I'll show you," Malachi said as he concentrated as metal flowed up from the floor, surrounding Gunilla until she was encased in a metal coffin. "That just leaves Kit and the other brat."

"What about Andy?" Austin asked as he stood up.

"Andy has no powers, we can easily sway him," Malachi told him. "And if we can't... well, he'll just have to watch as his friends die."

Kit was working out in the training room when he saw Andy and Matt sitting together.

"What are you two still doing up?" Kit asked them. "Did you change your mind about joining us, Matt?"

"No, and I still want Andy to come back with me," Matt told him. "Why do you want Andy here so badly?"

"Why do you want him to go back so badly?" Kit replied. "If Andy wants to leave, he's free to go, just like you're free to go back to your team. I'm not forcing anyone to stay here."

"Then why don't you join the Guardians?" Matt asked.

"The Guardians will never accept me as one of their own," Kit told them. "Too much has happened for them to ever fully trust me again."

"Do you trust him, Andy?" Matt asked as he looked at his best friend.

Andy remained silent for a few seconds before he looked up at Kit. "Yeah, I do."

Matt stood up as he sighed. "I'm going to bed. Have a long trek back to Underwood in the morning."

As Matt left, Kit sat down next to Andy, putting an arm around him. "Do you want to stay here?"

Tears started coming to Andy's eyes as he looked at Kit. "I don't know what I want anymore."

Austin brought Gunilla to the basement as Tim looked up at him. "Why are you following Malachi? I thought we were friends?"

"We are," Austin told him. "I didn't want to do this, but Malachi promised me that he could help me get back to my family."

"Your family abandoned you when you got your powers," Tim told him. "When that happened, who took you in? Kit. He gave us a home and a purpose."

Ashley listened to them, wondering if Kit really was all that bad.

"Kit helped me... but I miss my family, and Malachi promised he can help get them to love me again," Austin replied. "I miss my family, Tim."

"I know you do," Tim told him. "But they turned against you, threw you out when you got your powers. They don't care about you, Kit does. I care."

"If Malachi's betraying everyone, what makes you think he won't betray you?" asked Ashley.

"I-" Austin started to say. "I just want things back to the way they were."

"Well, that can't happen, but you can pick the right thing to do and help us save our home," Tim told him. "This is our home, and we're a family. You want to have a family, Austin? Well, this is your family. You, me, Gunilla, Andy, and Kit. We're a unit, you just have to realize that."

Kit was heading out of the training room when he ran into Malachi. "Hey, Mal, didn't think you'd be up this late."

"Yeah, well, I kind of wanted to talk to you," Malachi told him as he looked around. "You know, I never noticed how narrow this hallway is. Not much room for those wings of yours, huh?"

"Guess not, but then again, why would I fight in the hallway?" Kit asked with a laugh as Malachi smiled. A metal fist protruded from the wall, punching Kit before another shot out at him.

"I really should thank you for choosing a home that's made almost completely of metal," Malachi said as Kit tried to avoid the metal that was aiming for him. "I can use virtually this entire castle as my weapon."

"What are you doing?" Kit asked as he flew toward Malachi, but was punched to the ground. "Why are you doing this?"

"Because your dream for saving the world is bull," Malachi told him as the metal started wrapping around him. "You know who you're trying to save? The parents who tossed Austin out onto the street when he was 12. The tribe who was going to sacrifice Gunilla for being a witch. The father who beat me mercilessly until I found out I had the power to beat back."

"We all had bad breaks," Kit told him as the metal squeezed him tighter. "I lost two of my brothers because I couldn't protect them. But you know why I'm still fighting? Because I found several new brothers in you and the others."

"You're so full of it," Malachi said as he had the metal slam Kit against the wall. "You think these losers are a family? We're just a bunch of pity cases that are living together on a mountain!"

Kit was finally knocked unconscious as Andy overheard and rushed upstairs to get Matt.

In the basement, Kit was dragged down and tossed into the corner with Gunilla.

"Four down, two to go," Malachi told him. "Austin, come on, we can finish off Matt and give Andy the choice to join us or join his friends down here."

Malachi headed toward the stairs as he looked around.

"Remember who your real family is," Tim told him. Austin remained silent as he headed for the stairs.

"Malachi's going to be coming anytime how, how are we supposed to fight him?" Andy asked. "He's using the

entire place as his own weapon. He took out Kit and maybe everyone else!"

"He must have Ashley," Matt told him as he stood up. "It's up to us to stop him. We have powers, too."

Andy looked down at his belt. "You have powers. This belt is keeping me from using mine. Kit adjusted it so it takes away all of my powers, and only he has the key."

Matt closed his eyes and took his water form. "Sit perfectly still, Andy."

"Matt, what are you doing?" Andy asked as Matt's water form splashed all over him. As the water hit the belt, it started shorting out as Andy's powers returned. Matt screamed in pain as Andy's electrical powers flowed through him. Matt returned to his human form as he fell to the ground.

"Matt?" Andy asked as he checked his friend's pulse. He felt a tear run down his face as he put Matt on the bed. "I'll kick their butts for you, buddy."

"Andy?" Malachi asked as he came down the hallway. "I have a surprise for you!"

"I've got one for you, too," Andy said as he stepped out of the room. "I know what you did to Kit and the others."

"Then you should know that I won't hurt you, Andy," Malachi told him. "I really care about you, Andy. More than I do for all of these other losers. Join me, and we can start all over and build our own team. One that we can use to take over anyplace we want."

"What, like a bunch of villains? Why would I do that?" Andy asked.

"Because I've seen the future, Andy," Malachi told him. "You and me are destined to rule together. No one else cares about you, not even Kit. Only I care about you."

Andy looked back into his room at his unconscious friend on the bed.

"What about Matt?" asked Andy.

"You think Matt cares about you? I overheard you earlier, he kept his relationship a secret from you. Is that what friends do, keep things from each other? I'll never keep secrets from, Andy. I'll always be upfront with you," Malachi told him.

Austin returned to the basement and looked around. "You guys are right. You are my family. You've been there for me when no one else was, and I'm sorry."

"Austin, get us out of here and we'll bring Malachi down together," Kit promised.

Austin touched Kit's cheek, passing his powers onto him. As Kit gained Austin's powers, the angel wings on Kit's back shriveled up and disappeared as Kit took a gaseous form to escape the metal cocoon. As he returned to his human form, he used his strength to rip open the metal cocoon that was holding Gunilla.

Austin unlocked Tim and Ashley as they gathered around him.

"What finally changed your mind?" Tim asked.

"You are all my brothers," Austin told him as they headed for the staircase. "I'd rather have a family of misfits than no family at all."

"That's the spirit," Kit told him as they rushed out the door, only to find out that Malachi had rearanged the hallways to turn them into a maze. "He must have counted on us escaping. We have to get to Andy!"

Ashley noticed the mold in the cracks of the metal and concentrated. "I can control plant life and vegetation. I can get us through this maze by making us a trail."

"Then do it," Kit told her. "We have a friend to save."

Ashley focused her powers as the mold started forming a trail as everyone started following.

"Just come with me, Andy, it'll just be the two of us," Malachi told him. "We're meant to rule everyone. We can be kings!"

"Why me?" asked Andy. "Why not Austin? Or Tim?"

"Like I said, I've seen the future, a psychic showed me," Malachi told him. "It's you and me, you'll see. We're destined to be together."

Andy looked in on Matt and then back at Malachi. "You know what?"

Malachi started to smile.

"I'd rather take my chances with my real friends," Andy said as he slammed his hand against the wall, sending an electrical shock throughout the corridor, and into Malachi's body. Malachi screamed in pain as he fell to the ground. "And for the record, I'm a lover, not a ruler."

Kit and the others arrived just in time to see that Andy had regained his powers.

"Andy, just calm down," Kit told him. "Don't do something you'll regret."

Andy tossed the belt at Kit, who caught it in his hands. "I don't need this anymore, I'm not angry enough to use my powers on anyone else here."

"Kit, do you trust him?" Gunilla asked.

Kit looked down at the belt, then back at Andy. "The kid's my brother, I have to trust that he can make his own decisions."

Everyone stood outside as dawn was coming up as they were seeing Malachi off. He was wearing the belt as he was forced to leave.

"When I get this belt off, I'm coming back to get my revenge," Malachi told them.

"When you get that belt off, we'll be waiting," Kit told him. "Now get off of my mountain."

Malachi started walking as everyone else headed back inside. Matt saw they were alone and looked at Ashley. "Ashley... I'm staying."

"What?" asked Ashley. "Why?"

"I have to," Matt told her. "I care about you, and Jesse, but... I feel like this is where I need to be for now."

He kissed Ashley and held her hand. "I'll be back to see you, I promise."

"I'll miss you," she said as hugged him.

"I'll miss you, too," Matt said with a tear in his eye.

After Ashley had left, Matt headed back inside and caught up with Kit. "Kit, I've decided to stay."

"That's great, have you told Andy?" Kit asked.

"No, I only told Ashley," Matt said as they started walking. "I can't wait to see the expression on Andy's face."

"Yeah, about that," Kit said as he held out his hand as Matt started feeling funny. He reverted to his water form against his will. As he did, he was forced to pour himself into a water tank. Kit quickly sealed it and looked into the water. "Can't revert to your human form in such a small space, can you? Too bad, guess you'll just have to live like this for, I don't know, the rest of your life."

Andy came running back down the stairs and saw Kit, who quickly hid the tank. "Have you seen Matt?"

"He took off for home already," Kit said. "Told me to tell you goodbye."

"Oh," Andy said, sounding disappointed. "Why didn't he tell me?"

"Wanted to get his girlfriend home," Kit told him. "Couldn't wait to get her out of here. Want to meet me in the training room in a few minutes?"

"Sure," Andy said as he headed back upstairs to change.

Kit took the water tank downstairs and hid it in the darkest corner. "Sorry, Matt. You should have just gone home. Can't let you stay here and convince Andy that he should leave me. You see, Andy's my brother. He's under my protection, and no one's going to take him from me. No one."

Kit left the tank in the corner before heading back upstairs, sealing the door shut.