Season 3, Episode 3. Preceded by Battles Of The Mind
, followed by Circus of Fear
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.
Now all the Benders turn to stare at here.
Cleo: There are cat ears on your head.
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...
The Benders set out through the enemy base. Their progress is fast, and they leave behind a trail of surprised, and then unconscious, soldiers behind them.
In the command center, there are banks of hi-tech electronic consoles, strangely familiar to viewers. An officer hurries up to The Shadow, the bearer of bad news.
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.
The Vamp Benders reach a huge, metal door.
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.
Cut to the inside of the door, where dozens of The Shadow's soldiers are waiting
. Suddenly, there is a yell, and the door collapses inwards as Sue charges in. A split-second later, the others run in with their makeshift weaponry. Laser beams start flying through the air. Despite being outnumbered ten-to-one, the Benders are untouched
while they duck behind conveniently-placed computer stations.
This goes on for several minutes, but while the Benders are mowing down the enemy, they are being worn down by reinforcements. Also, their vision is slowly clouding as their limbs grow heavy. Fluffykins, unnoticed, has turned into a small dragon. She seems to be in deep concentration. A faint blue light emanates from her, being slowly pushed back by a red light coming from The Shadow
Of all the Benders, Cleo is faring the worst. She jerks slightly during each shot, just missing each target. Finally, she grows frustrated, and spots The Shadow standing in the middle of the room, surrounded by a red glow. With a yell, she charges at The Shadow, barely missed by shots from nearby soldiers. Cleo leaps at The Shadow, kicking and punching. Her opponent falls backwards, the red glow vanishing. Fluffy's blue glow intensifies all around the Benders. Suddenly, they are firing a barrage, dropping the enemy like flies. A forgotten Cleo grapples with The Shadow.
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...
Cleo continues to beat up her opponent. The Benders are winning, driving back the massed troops. Then, Solo notices Cleo, who is continuing to attack the now-unconscious Shadow.
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)!
He is distracted by several nearby troopers, and turns his back on her. The Benders are fighting a bare handful of soldiers now, the floor covered with stunned bodies. Fluffy's blue glow fills the room, and she turns her attention to Cleo. The 4-foot dragon pads over to Cleo, a lucky shot from a trooper bouncing off a barely-visible forcefield. Cleo is banging The Shadow's head against the metal floor, where a pool of blood has formed.
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.
At this point, an enraged Cleo leaps at Fluffy. However, she is stopped by the dragon's personal, blue forcefield. The rest of the room dims as the blue glow concentrates around the two. The Benders have finished off the troopers, and are now staring at Cleo, Fluffy, and the corpse of The Shadow.
Cleo is physically bound by glowing, blue, ghostly chains.
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!
A burst of pink light leaps out from Cleo, actually knocking the small dragon back several feet. She gets to her feet, surprised.
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?
Fluffy and Cleo have a huge light-battle, with pink and blue flashes nearly blinding everyone. Still, Fluffy is stronger, and Cleo realizes that she cannot win here.
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.
With that, she forms a storygate, like Avatar occasionally does, and steps through it. A small orb of floating, pink light hovers in the air, before disappearing into a surviving computer terminal. Within moments, the Benders hear explosions in distant parts of the base, and Fluffy announces that the base will collapse in several minutes.
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?
Krystal: Can't you people ever do anything without a discussion? Umm... Sue, is it? Back me up on this.
Sue obliges, and the Benders Gate out quickly. The base is shown from the outside, exploding spectacularly.
At a new secret base which looks as if the old one was repainted and had its furniture changed, Krystal reveals that she has no idea where to go, so the Benders ask her to stay with them, especially as they're down one member. Fluffy explains that she has been gaining various powers since they began their adventures, probably from mutations resulting from all the Story Gate use.
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.
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.
In a large, shadowy chamber, the Dark Council is in a hubbub. Finally, the Warlord of Z'lt'n takes the floor.
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!
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.