For Agent Profiles, please refer here.

At McKenna Reservoir, two guards patrolled one of the facility's gates. As the VENOM agents and Foxes approached, they took notice.

"Who's this coming?" asked the guard inside the fence.

"Probably friends of this guy." said the guard outside as Dr. Frankenstein pulled up on his ATV, the Knight. The guard held up his hand and said "Halt! Let me see some ID!"

"Here's my ID." said Frankenstein. "Droid, on!"

A red energy ball fired from his mask and hit the inside guard in the chest. The guard immediately dropped his gun and said "What are your orders?" monotonously.

"Take out your friend, open the gate, and handcuff yourself to the fence." said Frankenstein. The guard picked his up gun, shot his partner in the leg, pulled a lever which opened the gate, then took out his handcuffs and handcuffed himself to the fence.

"Good work." said Darwood as he entered the area. "Now, let's get to work."

The Tigershark drove into the reservoir and started its transformation. The flanks of the coach extended to become pontoons. The rear section of the roof slid back to reveal a pair of missile launchers and extended sideays to become a helipad. The middle section of the cabin elevated to become a massive turret with laser cannons. The front section of the roof split and lowered to open the cabin. Then the deck extended forward and a harpoon gun elevated into position. Mayhem then landed the Switchblade on the helipad and got out.

"Where's the Enots-9?" he asked.

"Below deck." said Gilford.

The Fox Hunter jumped off a nearby cliff and transformed in mid-air. A pair of vertical stabilizers flipped out of the rear deck. The wheels rotated down and a pair of laser blasters popped out of the front wheels. The side flanks swiveled up and flipped forward to become wings. Jet engines and missiles extended from the spaces where the flanks were and the rear bumper became a pair of horizontal stabilizers.

Darwood flew the Fox Hunter to the side of the Tigershark and started hovering on its starboard side. It then hooked up with a small arm that had extended from the turret. Darwood climbed out and stepped on the deck.

"A jump jet!" said Mayhem. "Brilliant design."

"Lotus Esprit." said Darwood. "Brilliant disguise."

"Warfield, Flash, guard the other entrance!" said Mayhem. "Frankenstein, close the gates!"

Frankenstein threw the switch for the main gate. After it closed, he took out his handgun and shot the switchbox to pieces.

"W-what happened?" said the guard who had been put under mind control.

"You shot me and let those terrorists in, you jerk!" said the other guard.

"I did what?" said the guard as he tried to get his hand out of the handcuffs. "What's going on?"

"I'll explain it all to you when L.A. is toast." said Frankenstein.

"Prepare to drop off the payload." said Gilford.

"No." said Mayhem. "I want MASK to watch."

"What?" said Gilford. "Every single movie villain since the 30s makes that mistake! Darwood, talk some sense into him!"

"What Mayhem wants, Mayhem gets." said Darwood. "Besides, I want MASK 2 to watch as well."

"Looks like you'll get your wish." said Gorey from his tanker truck, the Outlaw. "I'm picking up several blips on the radar."

"Let's roll out the unwelcome wagon." said Mayhem.

Brad was first on the scene. He had converted his motorcycle, the Condor, into a small helicopter. The side bars had flipped up to become rotor blades, the rear tire had flipped back to become a tail rotor, and the undercarriage had lowered to become landing skids and lasers.

"Dusty called it!" said Brad. "They're at the McKenna Reservoir."

"Let's do it!" said Matt.

"I see the fence." said Jeremy. "The gate's closed and possibly locked. The guards are indisposed."

"I'll take care of the fence." said Wei. "Charger, on!"

A yellow glow surrounded his monster truck, the Avalanche. The vehicle collided with the fence and tore down a large section. The truck was undamaged.

"Looks like we're rescued." said the guard hancuffed to the fence.

"Good, now I can hit you." said the guard he had shot.

Wei stopped when he saw the combined VENOM and Foxes force ahead of him. The Intruder, Outlaw, Stinger, Jackhammer, Knight, and Slash's 4Runner, the Falconeer were poised to meet him.

"Uh, guys. I could use a little backup." said Wei. In short order, he was joined by the Rhino, Hurricane, Katana, and Mule.

"I can take care of this." said Frankenstein. He pushed a button on the Knight's handlebars and the vehicle started its conversion. The rear section flipped down to become a pair of robotic legs. The body panels rotated to cover his legs and chest. The front part flipped over his head to become a heads-up display and head guard. The engine became laser blasters and missile launchers. He immediately started firing on the MASK agents.

Between ducking shots, Hondo took a good look at the Knight and said "Blaster, fire!"

An energy projectile shot from his mask and knocked Frankenstein on his back. Unfortunately, he couldn't get up.

"Let's show him what we're made of." said Gorey as he started the Outlaw's transformation. The tank flipped up to reveal a howitzer cannon and a pair of radar dishes. The cab flipped down and a small turret with a grappling hook launcher rose into place. Finally, a small cockpit extended from the side with a computer in it.

"Uh oh." said Laura from the Rhino's cab.

"If we can take out the Outlaw, we just might stand a chance." said Bruce. "But how?"

"Hey, Laura! Remind you of anything?" said Max as he pointed at the Outlaw's radar tower.

"Oh, yeah. You're not Lion." said Laura. "Bruce, we have a plan."

Brad flew above the VENOM agents and Foxes looking for a weakness. Just then, Bruce came over his communicator. "Brad, we have a plan." he said. "We're going to concentrate our fire on one side of the Outlaw and possibly knock it over."

Brad looked at the Outlaw's tower, then looked at the Stinger. "I have a better plan." he said. "Hocus Pocus, on!"

His mask projected a holographic image of the Condor next to the Outlaw's tower. Brad then radioed Sheppard. "Hey, Sheppard!" he shouted. "You couldn't possibly hit me! Not with your weapons!"

"Guess again!" said Sheppard. "Magna Beam, on!"

His mask projected a magnetic beam at the Condor's hologram. Unfortunately, the Condor wasn't actually there and the beam connected with the Outlaw's tower. The large vehicle then started to lean. Within seconds, it fell over. Gorey was thrown clear.

"Sheppard, you idiot!" he yelled.

"There, both of their smart guys are out of it!" said Bruce.

"The odds are definately in our favor." said Hondo. He transformed the Hurricane into battle mode. Bruce and Scooter did the same with the Rhino and Katana.

Wei did the same with the Avalanche. The truck's pickup bed swung up and the sides flipped up to reveal laser cannons and missiles. The nose angled down to reveal a pair of laser cannons as well.

The VENOM agents and Foxes followed suit and switched their vehicles into battle mode. The Falconeer began its conversion for the first time with its rear roof section popping up and becoming a flying drone. The front body rose a little to hide the windshield and reveal a pair of laser cannons. The front bumper extended and widened to become a battering ram.

Matt, Jeremy, and Caitlin ignored the ground-based vehicles and took off towards the reservoir itself. The Thunder Hawk was first off the cliff. Its gullwings opened and laser blasters extended from them. The spoiler and rear bumper popped up to reveal jet engines.

Caitlin converted the Swift and Jeremy converted the Blackhawk. The Buick's front wheels rotated forward to become laser blasters and canards popped out of the body. A pair of wings flipped forward with the rear wheels and tail lights attached. The rear wheels became jet engines and the tail lights rotated to reveal missile launchers. The trunk lid split and rotated to become a pair of vertical stabilizers.

Dusty followed to the water's edge and started the Gator's conversion. The body popped open to reveal a hydroplane inside. The hydroplane shot into the water. Rocky followed him and converted the Mule. The motorcycle turned gun turret mounted on the Gator next to its main gun.

Gloria was next. She drove the Shark off the cliff and began the transformation. The wheels rotated down and stabilizer fins extended from the bodywork. A pair of laser blasters extended from the headlights and a periscope rose from the roof.

"MASK is attacking!" said Darwood.

"But they're too late." said Gilford as he pushed a button on the remote in his hand. One of the nerve agent canisters dropped towards the water.

"No!" yelled Jeremy.

"Lifter, on!" said Bruce.

His mask began shining a beam of energy at the canister. The canister hovered in the air for a minute, then Rocky grabbed it and set it down in the back of the Gator. Everyone breathed a sigh of relief.

"Do it again, I guess." said Gilford. He tried to push the button again.

"Blue Hawk, on!" said Jeremy.

Another hawk-shaped energy mass flew from his mask, this one blue. It swooped down and as it passed Gilford, its claws grabbed the remote out of his hands. The mass flew over to the Thunder Hawk and dropped off the remote in Matt's hands.

"Thanks." said Matt. "Now, let's get them."

"Looks like we have to get our hands dirty." said Mayhem.

"Right." said Darwood. He and Mayhem ran to their vehicles, started the engines, and took off.

After taking off in the Switchblade, Mayhem transformed it. The rotor blades retracted into the fuselage and a pair of wings swung out. The landing skids pulled back to become laser blasters. Two more blasters emerged from the intakes and the vertical stabilizer flipped up.

"Warfield, Flash, get over here." said Mayhem. "I need you."

Flash and Warfield were at the other entrance to the reservoir. "I knew MASK wasn't going to come this way." said Warfield.

"Typical male overthinking." said Flash. The two ladies ran to their cars, and started the engines.

Warfield's 300ZX, the Manta, drove through the fence and started to change. Wings extended from the body and the rear wheels folded back. The front wheels flipped to reveal canards. The hood slid forward to reveal laser blasters and missiles.

Flash followed in her Testarossa, the Blur. The car's rear fenders extended sideways to reveal jet engines. Wings and vertical stabilizers folded out of the rear section. A laser cannon folded out of the nose and the wheels rotated down to reveal laser blasters.

"Looks like the three of us against the two of them." said Jeremy.

"Guess again." said Matt. "There's two more coming in from the other side."

"How do we play this, Jeremy?" asked Caitlin.

"The usual way, divide and conquer." said Jeremy. "We take out one of them together, then go one-on-one."

"That's not a bad plan." said Matt. "Let's try the Switchblade."

The three fighter planes/sports cars started firing their laser blasters at Mayhem's plane. Mayhem fired back with all four laser blasters and a missile. The MASK agents managed to avoid major damage with a few tricky maneuvers.

"Any more bright ideas?" asked Matt.

"Workin' on it." said Jeremy.

Gilford used the distraction to try the manual release on the nerve agent canisters. As the first canister fell towards the water, he grinned with delight. His grin disappeared when he heard a clank. He looked over to see the canister had fallen on the roof of the Shark. Dusty pulled alongside and Rocky helped him lift the canister into the Gator.

"They gotta stop leaving these lying around." said Dusty.

"Two down, two to go." said Rocky.

"Hey, we worked hard to steal those." said Gilford.

"Tough! Backlash, on!" said Dusty.

A beam of sonic energy hit the release for the canisters. The two that remained fell harmlessly into the Gator. Dusty jumped into the driver's seat and headed for shore.

"Might as well follow my golden rule." said Gilford. "If you fail, get someone less intelligent to cover." He then radioed Darwood and Mayhem and said "Darwood! Mayhem! The MASK agents got your stuff!"

"What?" said Mayhem. "Arrgh! I've gotta do everything myself."

He took off after Dusty, leaving Darwood, Warfield, and Flash to take care of the airborne MASK agents.

"Where's he going?" asked Caitlin.

"Oh no!" said Jeremy and flew after him.

Mayhem started to line up the Gator in his sights.

"I can pull this off yet." he said. "And kill off two MASK agents to boot."

He fired his lasers, but the Blackhawk got in the way. Luckily, it was hit in non-vital areas. "Hey, watch it!" said Jeremy.

Meanwhile, Matt was having a tough time with Darwood. The Fox Hunter was a jump jet and whenever Matt had a clear shot, Darwood would just pull some really tricky maneuver. Caitlin was a little outnumbered having to deal with both Warfield and Flash at the same time.

"This is not going well." she said to herself. Little did she realize, Matt was working on trying to trick Darwood into out-maneuvering himself. He suddenly saw his chance and fired his wingtip lasers.

"Is that your best shot?" chided Darwood as he performed another jump. Unfortunately, he jumped right into Warfield's path and she crashed into him. Darwood immediately checked his instruments and discovered his tracking systems were knocked out in the collison. He groaned and steered back towards the fight. Warfield lost her lasers and missiles in the crash and was effectively disarmed.

"Now to see if Jeremy needs help." said Matt.

Jeremy and Mayhem were going at it tooth and nail above the reservoir. Lasers and missiles were being fired and dodged. "You are a tough one." said Mayhem. "But not that tough."

Mayhem fired his lasers and knocked out Jeremy's lasers. "Uh oh, not good." said Jeremy.

"I'd like to see the doomed look on your face as you know it's over." said Mayhem. He prepared to fire his lasers at a vital part of the Blackhawk and end the battle. Suddenly, the Thunder Hawk swooped in and dropped a bomb on the Switchblade's jet engine. Warning systems went off inside the cockpit and Mayhem screamed.

"Hi, Mayhem. Miss me?" said Matt over the radio.

"What the...Darwood, you were supposed to be covering me!" yelled Mayhem.

"I'm having a few problems of my own right now." said Darwood.

"Are you alright?" asked Matt.

"I'm fine." said Jeremy. "But the Blackhawk could use a doctor."

"Leaders of MASK, hear me now. This battle is over!" said Mayhem. "But keep this in mind, futureboy: You're trapped here as much as the Foxes. You will not escape the combined forces of Mayhem and Darwood."

"And you should keep in mind that wherever you go," said Jeremy "you can expect to find the forces of Sanchez and..."

"Uh, Jeremy." Matt interupted. "Mayhem doesn't know my name."

"See ya, Horowitz." said Flash. "We'll continue this later."

"I'll look forward to it." said Caitlin.

The VENOM vehicles on the ground changed back into their civilian modes and started to leave the area.

"They're leaving. Thank goodness." said the guard who was handcuffed to the fence.

"I'm still going to hit you." said other guard.

"Yeesh! How many times can I say 'I'm sorry'?" said the first guard.

Gorey climbed into the Jackhammer. Dr. Frankenstein, still on his back, cried out "Hey! Don't leave me!" As the Stinger drove by, the trunk opened and the winch came out and grabbed him. "Thank you!" was his response.

"We can follow them to their headquarters." said Matt.

"Darwood, can you keep them from following us?" asked Mayhem.

"Of course." said Darwood.

"Uh oh. Guys, cover your eyes!" said Jeremy, fully expecting what was about to happen.

"Fox, on!" said Darwood.

A brilliant flash came from his mask and put several of the 80s MASK agents into a confused state. A few others, including the 21st century MASK agents, had covered their eyes and were not affected. By the time the confusion wore off, VENOM had gotten away.

"What happened?" said Dusty.

"My fault." said Jeremy. "I think I should've explained what Darwood's mask can do."

"Wait, you weren't affected." said Matt. "Why didn't you go after them?"

"Last time he did that, I almost crashed." said Jeremy. "Didn't want that to happen to a teammate. Besides, my weapons are out."

"Don't worry, Jeremy." said Caitlin. "We've got 20 years."

"Of course." said Matt.

Later, the team had returned to headquarters.

"I just checked at the reservoir." said Laura. "They had to shut down for an hour or two to get the debris from the battle out of the water."

"That's good, considering what could've been in there." said Hondo.

Just then, Dusty walked in looking quite disappointed.

"Good news and bad news." he said. "I returned the Enots-9 to Burton Chemical. It should be on its way to the disposal facility as scheduled."

"And the bad news?" asked Caitlin.

"I went back to the reservoir and the Outlaw was gone." he said. "VENOM must've came and got it."

"That's odd." said Scooter. "That's what it says in the records, but it wasn't there before."

"Maybe somebody put a timer on the computer." said Jeremy. "The information probably isn't shown until it happens."

"Must've been Michael." said Scooter.

"I think we should get some rest." said Gloria. "We had a fierce battle today and it won't be the last."

"I hear ya." said Jeremy.

As the other agents left, Jeremy said "Hey, Matt. It's probably none of my business, but what was the password you punched into the computer?"

"It was 'Scott'." said Matt. "It's my son's name."

"I see." said Jeremy as he picked up a piece of paper.

"Jeremy, what's that?" asked Matt as he pointed at the piece of paper in his hand.

"I'm sending a letter to a couple of teammates in the future." he exlpained. "They just might find a way to get us back to the future."