In the previous episode, the Airbending Fellowship of Vampire Slayers was held prisoner by The Shadow. One by one, he tempted each of them with the chance to join the Dark Council. All refused, but some more strongly than others, and Cleo least of all. At the end, an unnamed catgirl escapes and decides to free the "other prisoners." We now return with the thrilling conclusion to this adventure. The camera follows the escapee as she moves swiftly and quietly through the base. Finally, she reaches a pair of guards, who are taken out with a well placed kick and a slash to the neck. She takes an identification card from each of the two, and opens the door to a cell. Inside are all the Benders, asleep and unmoving. A kitten-shaped Fluffy wakes up at this point. Several minutes of intense mewing ensue. Fluffy eventually paws at the Benders. Everyone eventually gets up.
- Avatar (seeing catgirl): Who are you?Fluffy: She is Krystal, and she is breaking us out.Avatar: Is Fluffy talking? I thought cats couldn't do that.Solo: This one does... But is Fluffy really a cat? Doesn't all the transforming and stuff make that hard to believe?Sue: It's...it's completely normal for a cat to change into a snake... (Fluffy changes into winged serpent) with wings...Krystal: Can we focus please? You'll have plenty of time to talk to your team pet later.
- Cleo: There are cat ears on your head.Nerdly: Catgirl?Solo: Aren't those supposed to have tails?Nerdly: Maybe if she's a Manx Cagirl...Avatar: How does someone become part-cat anyway?Fluffy: Genetic engineering she says. Attempt at part-feline super-soldiers. They figured tales were a liability, what with closing doors and all that. Project fell through in the end though.Krystal: Okay, we can talk about that too, but FIRST WE LEAVE. Any moment now, they're going to notice I'm gone. I've heard the guards talk about you. Didn't you have some sort of teleporter?Avatar: The Dark trooper people took it when we were captured.Krystal: We'll have to search, then. There's a command center somewhere in the base.Avatar: If we stick together, we should be able to handle these goons... But there's probably a leader nearby...
- Officer: Sir, prisoners have escaped from the holding cells.The Shadow: Which prisoners?Officer: That genetic experiment, and the 5 we captured several days ago.The Shadow: Where are they now?Officer: Heading this way. They've passed several security cameras. We have minutes before they arrive.The Shadow: Pull all the guards back to this area. We will turn the element of surprise back on them.Officer: Yes, Sir.
- Avatar: This looks like the command center. We haven't seen any guards for a while, so go in their guns blazing.Nerdly: What guns?Avatar: Oops, hold on. (In half a minute, everyone has been equipped with a basic laser rifle) These should stun the enemy long enough for us to get the remote and break out. Sue, you take down the door. Everyone else, keep together.
- Cleo: You told me yourself... (punches Shadow) Said I couldn't hurt you... (elbows) You...The Shadow: (gasp) Owww....Cleo: I can fight you... Never useless again...
- Solo: Cleo! He's down! Leave him for now!Cleo: "He's" a she! And she's still a danger to us!Solo: You're going to kill her that way, Cleo! We don't do that (as far as I remember)!
- Fluffy: Idiot!Cleo: What?Fluffy: What are you doing!?! She is on the verge of death already!Cleo: And what? She attacked us. We lost our home because of her. She must be removed, for good.Fluffy: Killing her will not help us! We do not commit such evil!Cleo: I think I've had enough of being talked down to by a transforming cat. (With this, she bashes the Shadow particularly hard. A cracking sound is audible). Leave me.Fluffy: You've killed her! In cold blood! No good person can do that.
- Fluffy: You thought that you could harm me? My power has been building for months! No evil will stop our work.Cleo: You...! (Her face portrays such a mix of hatred and rage as has never appeared before. She begins to shake in Fluffy's mental grip)... What other secrets... in that smug kitten mind... of yours... I... always... (a pink glow appears around Cleo, faint but quickly growing stronger) ... HATED YOU!
- Cleo: It felt so... strengthening, defeating this disgusting thing (she gestures to the remains of The Shadow, and is amazed to see a flash of pink lightning shoot from her hand, disintegrating them)... I guess it was good for me.Avatar (to Benders): What's going on?Nerdly: Time to Unlock More True Potential.Avatar: Buh?
- Cleo: I guess this is the end. (looks at Benders) You traitors are just standing there. I know what you're thinking. "She killed a defenseless opponent! She attacked the kitten-dragon!" You are becoming useless in the fight against the Dark Council. I will defeat them myself.
- Avatar: I'll make a story gate without the remote.Nerdly: Why didn't you do that earlier, when Krystal found us? Why haven't you done that other times when the remote couldn't get us out?Avatar: Umm... It's because you might need to Gate without me sometime... Yeah. And they're rare, so we don't want the enemy to get one. It's totally not because I keep forgetting I have this power. Sure. Anyway, wherever the remote is, it'll be destroyed when this place goes down.Krystal: Can't you people ever do anything without a discussion? Umm... Sue, is it? Back me up on this.
- Fluffy (now returned to the favorite form of a kitten): I think all of us have a chance of gaining powers because of the Gating and encounters with powerful villains. Cleo must have gotten a jump, from anger that had been building up for months. I doubt we'll ever get her back, now that she has grown corrupted. Still, without her, we'd all be dead now.Avatar: Why?Fluffy: If she had not distracted The Shadow, we would have fallen to the mind haze being cast on us.Solo: If only I had payed more attention to her, this might not have happened. From now on, no drugs for me.
- Warlord (speaking in perfect English, likely from the translator at his neck): I realize we face a setback from the loss of The Shadow. He-Countess Sirena: She, you idiot!Warlord: -She was a very valuable member, and Joe is unhappy at the loss of a worthy representative.Unnamed member: We aren't! She did nothing but order us around and yell!Warlord (ignoring interruption): Still, I have been placed as Joe's temporary representative. I am glad to say that one of the targets defected after they removed The Shadow. She is now a powerful enemy, and we have managed to find common ground. At this very moment, she is coming to an undisclosed agreement with Joe's proxies. Her Hatred of the "Vamp Benders" is infinite compared to any anger she ever experienced against us. We are thus joined permanently by a new member, who should easily balance out any losses from the destruction of The Shadow and her hi-tech army. She may even have weakened the Benders: The blows that hurt most are struck by a friend.
Fan reaction: Many fans were overwhelmed by the introduction of a new main character and the removal of another from the leading cast. The episode was long, but fans of Fluffy and Krystal (first mentioned by the writers during season 1) were pleased. A few wondered what fantastic difficulties lie ahead for a team that now includes a psychic, shapeshifting cat, a gate-opener, a genetic experiment, and a superstrong bodybuilder.