The next day after their last encounter with Devilinya, Technical studied the scrolls of the Ultra Gauntlet, and found some amazing results. Technical found out that the holder of the Gauntlet cannot die while wearing it, but death has a price, as the holder's power will be greatly reduced. With this on mind, the FP team set out to find Devilinya across the coast of Mecha City's beach. Surprisingly, they found her unconscious and barely alive without the Ultra Gauntlet. When Devilinya regained consciousness, she split into 2 women! The first girl, who had blonde hair, said that her name is Ashley (Ashley Peterson) and she was merged to Devilinya by Nortana to increase her superhuman strength and endurance, which helped her control Jesta and Deminaca. The second woman was Devilinya herself, but the explosion had wiped her memories away, so she remembers nothing of her evil ways. Devilinya agreed to stay at FP HQ and act as their advisor, and Ashley agreed to join the team to make good use of her powers. Along with Ashley, Toma's younger brother, who has the power of an inferno, Sunburn, joins the team as well. He and Ashley loved each other ever since they first met 3 years ago. Toma and Alisa's relationship began to crumble as tensions formed between them. Technical and Atomica left because of Technical's thirst for power. He claims he is going to improve his cybernetic components. Toma allows them to leave unquestioned.
Meanwhile, Ultra and the rest of Devilinya's remaining forces; namely: Deminaca, Kimberly (she turned traitor a month ago), Jesta, and Cybersmash; came across an airship called the "Raven", commanded by a beautiful woman named "Azure". Being the cocky guy he is, Ultra challenged her to a fight, and lost to her. Azure laughed as Ultra staggered to stand and told him that she's his (and Toma and Sunburn's) sister. Ultra begins to laugh as well as he filled her in on their situation. Azure agreed to help them and her technical expert, Gemino, agreed to convert Ultra and the others into "Cybers" (mutants whose powers are amplified by cybernetic parts inserted in their body, but their minds are warped in the process). The FP team's first encounter with the Cybers was horrible as everyone walked out of the battle with some pretty bad injuries. As her first set of help to the FP team, Devilinya showed them how to use their powers more effectively, with a little mental training. The FP team also fought Azure alone, but she proved to be twice or even more stronger than Devilinya. Toma fought her alone to a draw until he used his "Lightning Striker" attack. Exhausted from the battle, Azure tells Toma that she's his sister. Surprised, Toma refuses to fight her any longer. The Cybers, Gemino and Casceiopia, act as a diversion as the other Cybers under Ultra's control help Azure escape. The next night was a quiet and rainy one as a shocking visitor knocked on the door. Toma answered it, and to his surprise, Atomica, his best friend, had returned to the team. This wasn't a happy moment for Atomica as she jumped into Toma's arms crying her heart out. Toma invited her in and Atomica explained what happened in the past 2 weeks between her and Technical…
First of all, while Technical was enhancing and upgrading his cybernetic arm, he begun to become power-hungry and replaced his entire body with nanotechnology. She told Toma that she didn't know who helped him do this, but after giving up his humanity to become a living machine, he lost his sanity as well. He wanted all mutants to become a "Cyber" like himself to perfect themselves and claims superiority over the human race. Secondly, the ever willing, Kimberly, volunteered to be converted into a Cyber, Atomica also said that they begun to call each other "Gemino" (Technical) and "Casceiopia" (Kimberly), the very same Cybers who Toma fought the day before. Atomica said that Technical, or now, Gemino, was determined to kill her since she refused to become a Cyber, so she fled back to FP HQ, but exhausted her atomic powers on the way. Toma felt sorry for her, and he feed some of his own power in her body and gave a new identity as "Mariah". Toma's powers had a strange effect on Atomica's own powers. She can focus her powers into the knives she carries and uses to throw kinetic-energized knives. Toma and Alisa broke up because of Alisa's jealousy of the attention that Toma was giving Mariah for the past week after her return. Being the good friend she is, Mariah helped Toma heal his heart.
After watching the military test a new guard droid, the "Mecha-VR2X", Azure decided to steal it for her own ambitions. Gemino reprogrammed it to follow Azure's orders. These orders were to return the military base and wreck havoc there and in the rest of the city! The FP team came to the cry of the people of Mecha City. Toma, Mariah, Sunburn, and Alisa helped the civilians get to safety while fighting Ultra, Cyber-Deminaca, Cyber-Jesta, and Cybersmash. Alisa fell in love with Ultra during the battle and accepted his offer to become a Cyber, thus turning on her former teammates and boyfriend. Meanwhile, Smashhit, Mysta, Carlo, and Ashley barely hold their own against the Mecha-VR2X. Toma and the others arrive to help in time to take down the droid. Sadly, Gemino installed a warhead inside the droid to go off if it's disabled. Being the brave warriors they are, Smashhit, Mysta, and Carlo were killed in the blast trying to save some civilians. The remaining FP members from that moment on knew that their death was not in vain as the Cybers, especially Gemino will pay for their lost members' sacrifice.
Azure wanted the powers of a god, since she thought that her power will not match the entire FP team's for long, so she hired 2 galactic bounty hunters, Warkill and Dreadkill (male and female cyborgs), to kidnap Devilinya while the FP team were trying to relax at the beach. Unknown to Azure, a demigoddess named "Madame Witch" sends her most feared creations, the "Frightful Four", who each are as strong as 2 Cybers. As a distraction to the FP team busier, Azure sent the Cybers. The FP team face these uneven odds, but were backed up by a hero who been tracking Madame Witch's attacks for some time now, named Cyberfist (whose armor can fire a variety of weapons from shields to lasers). At FP HQ, Devilinya handled her own against the hunters and reduced them to scrap metal. Cyberfist defeats all of the Frightful Four easily, and explained that they don't really exist, but only exist as some of their opponents' worst fears taking a physical form. Cyberfist agreed to join the team since Madame Witch is somewhere in Mecha City. As the Cybers returned to Azure's ship, Madame Witch appeared before them and gave them an offer: double-cross Azure and be rewarded with even more power for their Cyber components. Smiling, Ultra spoke for all of the Cybers and accepted the offer.
While flying around Mecha City during a patrol, Toma and Sunburn received a telepathic message from Azure herself! She pleaded for their help as she was being hunted in her own ship by the Cybers. Toma and Sunburn discussed this with the rest of the team on whether to help Azure or not. As how Mariah put it, "Azure is your sister, and no matter what wrongs she has done, you can't just let her die." With this decision, the FP team went to the Raven to rescue Azure. Toma and Sunburn searched for Azure while the others were holding off the Cybers. They found Azure struggling to survive against Madame Witch. Even with Toma and Sunburn's help, they couldn't match Madame Witch's power. As soon as Madame Witch was about to finish them off, Devilinya appears and takes the full force of the blast, thus losing her physical body. Azure saw Devilinya's act as very noble and hit Madame Witch with all of the energy she had left. Devilinya, now bodiless and existing as a spirit, advised the FP team to leave and return to FP HQ.
Azure felt strange living at FP HQ at first since she started to feel at home with Toma and Sunburn. Cyberfist kept her company as well, so Azure wasn't lonely. Mariah was happy for Toma, but seeing Toma's sister reminded her that own sister was missing. As the Cybers reward, Madame Witch summoned an "Ultima Cyber" called Dr. Power to give them an upgrade. Ultra was curious about how strong Dr. Power was so he asked Madame Witch to send him to fight the FP team single-handed and she delightfully accepted the idea.
Toma and Marian were out shopping while the others were at HQ watching TV until Devilinya informed them of Dr. Power approach. Devilinya called Toma and Mariah by Toma's cell phone while the other faced Dr. Power. Dr. Power introduced himself and commented that all of humanity will be converted into Cybers, including the FP team. Cyberfist shouts, "Never!" and tries to fight him head-on but Dr. Power uses his Position Bomb. Cyberfist's armor barely guards against the attack and he drops to the ground since his armor shorted out due to Dr. Power's attack. Azure stands next to him and helps him repair his armor. Sunburn and Ashley tried to fight Dr. Power next. With her super-strength, Ashley ripped off Dr. Power's arm, but with his self-repair system he reattached it, good as new. Toma and Mariah finally arrive to the scene of battle. Toma's electrical attacks aren't effective on Dr.Power since his body armor is insulated, but Azure comes up with an idea how to beat him. While Azure and Cyberfist guarded everyone with their force fields, Mariah and Ashley knocked some holes into Dr. Power's armor. Then, Toma stunned him with an electrical charge into his main CPU and Sunburn finished him off by burning his internal systems. Screaming in pain and burning from the inside and outside of his Cyber components, Dr. Power says, "Blast you! This isn't the last you've seen of me! The next time we meet, I'll be stronger than ever! Ha ha ha!" Dr. Power teleports back to Madame Witch's lair. Madame Witch dismisses all of the Cybers from her quarters and begins to chat with Dr. Power. "They are as strong as the master predicted. Since I failed, it's time for phase 2. And if you fail, the master will dispose of you personally," comments Dr. Power. "I understand, and consider it done. Besides, I can't fail, since I have the Ultra Gauntlet to increase my powers," replies Madame Witch. "Don't be so cocky. They beat Devilinya when she was wearing it," adds Dr. Power and disappears.
The next day, the FP team received an email from Madame Witch inviting them to her lair in the valley of the Mayhem Mountains outside of town. "Hey! She could've called us instead you know," jokes Sunburn. Even though the FP team knew this was ambush, they considered it the perfect chance to stop her and the Cybers once and for all. When they arrived at the Mayhem Mountain Valley, the main path split into 3 directions, so the FP team split into 3 parties of 2. Toma and Mariah took the left path, Sunburn and Ashley took the right path, and Cyberfist and Azure took the middle path.
As Cyberfist and Azure walked down the middle path, Cybersmash suddenly attacked them. Cybersmash jumped in front of Azure and fought him alone. Azure watched but to her surprise she found herself trapped in an energy bubble created by Gemino. Cyberfist struggled to match Cybersmash's brute strength and finally blew him apart with a "Crimson Blast" from glove blasters on his armor. Azure broke free from Gemino's trap by releasing all of her energy from her body which also short-circuited Gemino. With the Cybers out of commission, Cyberfist said, "Let's hurry up to the end of this path, 'cause I have a bad feeling that the others are going through the same thing we went through." Just as Cyberfist predicted, Sunburn and Ashley were attacked by Cybers as well, namely Ultra and Cyber-Deminaca. Ultra tried to cut Sunburn's flames down to size with his saber, but Sunburn's flames were too hot for him to handle since Sunburn focused his flames into Ultra's saber. Ultra dropped his blade down since it was scorching his metallic hands. Then Sunburn trapped him in a ring of fire and gave him some advice. "Bro, you should follow Azure's example and become part of the family again. Make the choice while you still have your humanity, please." begged Sunburn. "I'll consider it, but you'll find out my answer soon," replies Ultra and flies away. Ashley and Cyber-Deminaca are still fighting each other. Ashley shakes things up by punching the ground, causing Cyber-Deminaca to lose her balance and gives Ashley a chance to grab her and slam her into the ground. With Cyber-Deminaca taken care of, Ashley comments, "Piece of cake," and her and Sunburn rush to the end of the path. Finally, near to the end of their journey down the left path, Toma and Mariah encountered Cyber-Alisa and Cyber-Jesta. Cyber-Alisa hurled her spear-like projectiles ferociously as Toma tried to reason with her. Toma paralyzed Cyber-Alisa with his "Shocking Touch" attack and reasoned with her to face to face. "Alisa, stop this! Your jealousy will only corrupt your soul. Regain your humanity while you have the chance," reasoned Toma. "Yes, maybe we can be friends again…maybe. Give me time to consider your offer," replies Cyber-Alisa and like Ultra, flies away. "I want to kill you and the rest of that cursed team ever since I met you, Atomica…or is it Mariah now?" boasted Cyber-Jesta while dodging Mariah's "kinetic knives". "I saw something dark in you ever since Toma introduced me to you in high school," commented Mariah. "A matter of fact, I was never Toma's friend, I just acted the part since Norto paid me to get Toma to enter that tournament. After he got killed at Toma's hands, I acted like I had fallen under the influence of Devilinya's spell when it had no effect on Deminaca and me. We were both taught as children that power is the only way to survive. To Deminaca, and me a Cyber's power is the best thing Technical ever did for us. Technical was a Cyber all along, just keeping watch on Toma and his band of misfits. Silly girl and you were in love with him! Ha ha ha! And all of you fools were so naïve to trust us for so long!" replied Cyber-Jesta. Mariah shouts, "You're not a friend at all! You're just a rat!" and hits Cyber-Jesta with dozens of kinetic knives. Toma finishes Cyber-Jesta with his Lightning Striker attack and says, "Rest in pieces, you twisted soul." "Jesica, I just can't help but feel sorry for them. They gave up their souls for greed and power. It's pathetic," says Toma. "They'll learn the error of their ways, Tommy…someday," says Mariah. Toma and Mariah then rush to the end of the path and met up with Cyberfist, Azure, Sunburn, and Ashley in a clearing with Madame Witch, ready for battle.
"Ah, are you all ready for your deaths? Made out your wills and everything huh? Tonight folks, I'll be playing as the grim reaper in this horror film. And sadly for all of you, this movie is real!" taunts Madame Witch, while tossing her black axe in the air. Cyberfist fires a Crimson Blast at Madame Witch. She merely laughs at the attack and slashes at Cyberfist with her black axe. His armor is pretty badly damaged with that slash from the axe nearly going through his armor. Angered by Cyberfist being struck down, Azure hits Madame Witch with a "Cosmic Blast", a blast of light that can hurt even gods. She staggers back, but retaliates with another swing of her axe. Cyberfist jumps in front of Azure and takes the hit. Azure asks, "Why did you do that?" "Because I love you…" replies Cyberfist. "Oh, how touching, but you can love each other as much as you want in the afterlife! Ha ha ha ha!" threatened Madame Witch. Sunburn and Ashley decided to turn the heat up on Madame Witch. Ashley hit her with a couple of power punches and then Sunburn surrounded her in flames. Madame Witch flies above the flames and prepared to cut them down to size. Suddenly, Ultra appears and cuts Madame Witch's black axe in two and Alisa hits her with one of her spear-like projectiles. And to everyone's surprise, Ultra and Alisa's Cyber components have been removed! Devilinya appears now, physically, and says, "I've brought you guys some help." "What happened Devilinya? I thought you lost your body," asks Mariah. "Call me Lauryn. Since I removed their Cyber parts, Ultra and Alisa gave me the Ultra gems that Madame Witch found from that boat explosion. I used them to attain my purest godly form of justice, Lauryn," answered Lauryn, and disappeared as quickly as she appeared. "Okay, since I don't have my black axe anymore, I'll use a new toy, the Ultra Gauntlet! Ha ha ha ha!" laughed Madame Witch. She unleashes its full power and the force is so strong that all of the FP team can barely stand. Mariah suddenly realizes Madame Witch's identity as the thought-to-be deceased Peace! Toma and the rest of the team are shocked at the fact. "Why are you doing this? We are your friends, Peace!" shouts Mariah. "Peace died while fighting Devilinya 3 months ago. I was reborn when the dark powers of the gauntlet revived me and all of her friends became my enemies. Your fate is already decided…all of her friends are shall die with all of humanity and be reborn as Cybers! And I start with you, Mariah!" replied Madame Witch as she engulfed Mariah in a terrifying blast of energy. Mariah fell to the ground lifeless and Toma rushed to her aid. Holding her bloody body in his arms, he said, "Don't die, Jesica. We've been friends for so long, and I don't want to lose you because…I love you…with all my heart." Mariah slowly opens her eyes and says, "I love you too, Toma. Don't worry about me, I've just got some broken ribs and my arm is broken, but I think I can think I can still fight with you by my side." Toma helps Mariah on her feet as she gets out one of her knives. She then throws it and Toma charges it with electricity. The charged knife destroys the Ultra Gauntlet and Madame Witch screams in pain as her powers leave her body. Madame Witch stands in defeat and shouts, "Curse you! How can you foolish do-gooders win?" Toma replies, "We all trust each other and our friendships give us the strength to overcome any evil." A mysterious Cyber appears and finishes off Madame Witch in explosion of flames. Toma shouts, "Why did you kill her recklessly? Who are you murderer?" "She is not part of the game anymore. My identity is not your concern now as you'll find out later at another time…" replied the Cyber and disappeared.