For Agent Profiles, please refer here.

After Caitlin's disappearance, Matt started writing on his notepad.

"What are you writing?" asked Jeremy.

"A message to anyone it might concern." said Matt. "I'm telling them not to tear this place down."

"That's good." said Chris. "It'll make sure Caitlin has a place to reappear."

"Chris, if you knew about 'Time's Gravity', why did you build the Ark?" asked Jeremy.

"It was only logical that the Foxes would build a time transport." explained Chris. "We had to counter that."

"Besides, I don't think the Foxes or VENOM have any concern about the Space-Time Continuum." said Alex. "We might need to straighten a few things out."

"Right now, I think we need to make sure Caitlin's okay and bring her back." said Jeremy.

In the future, the future agents prepared to return to the 80s. Liam changed out of his normal street clothes and into a two-tone green jumpsuit.

"Hey, Liam! Nice jumpsuit." said Max.

"Green for Ireland." said Liam.

Suddenly, a loud beeping was heard. Michael checked the instruments on his car.

"What's up?" asked Liam.

"Something has come through time." said Michael. "I installed a temporal detection unit on the Probe."

"Uh, Michael, I hate to point this out." said Max. "That's not a Probe, it's a Charger."

"No, Probe is the vehicle code name." said Michael. "Something just came back from the past."

"Is it the Foxes' time transport?" asked Enzo.

"No, it's a person. It's Time's Gravity." said Micahel. "It's Caitlin!"

"What was that?" asked Caitlin as she looked around the darkness. She had been pulled back through time in the middle of a briefing and was now in the ruins of the original MASK headquarters.

Outside, Michael pulled up to the long abandoned gas station known as Boulder Hill.

"Must've closed during the gas crisis of 2000." he said. He looked over the entrance. "Corroded." he said. "No problem. Heat, on!" A red laser beam shone from his mask and the garage door melted. He waited for the metal to cool and harden, then walked inside.

The Foxes began loading the Bandit for a trip to the past. They had picked up 80s vehicles to replace their anachronistic 21st century vehicles.

"Nice chopper." said Blades as he looked at a sleak Sikorsky Spirit helicopter. "I think I will call it the Cyclone."

"I'm calling my rig the Earthquake." said Gearbox as he looked upon a Dodge Ramcharger monster truck.

"Take some time to get used to it or we'll call it scrap metal." said Cale. She got into an 80s era Rolls-Royce Silver Shadow.

"All the finest for the Cale." said Blades.

"I'm ready. You?" asked Rocks.

"All set." said Gearbox as he drove the Earthquake into the back of the Bandit. He was towing the Cyclone. Cale followed in her Rolls. Shortly, they were off.

Back at the MASK camp. Kenny was prepping the Ark for another trip to the past.

"Are you telling me I could've come back without the Ark?" said Max.

"Guess so." said Liam. "Michael told us about 'Time's Gravity', but I'm glad to see you nonetheless."

"Okay, the way I see it, we can do this in one trip." said Kenny. "I'll come back for the Probe later and I can take Enzo's scooter and the helicopter now."

"What are we calling these vehicles, by the way?" asked Max.

"I've named my scooter the Hummingbird." said Enzo.

"Me chopper's called the Eagle." said Liam.

"Eagle? Isn't that Melissa Cale's code name?" asked Kenny.

"Aye." said Liam. "I'd like to see the look on her face when she finds out."

Liam winched in the Eagle and Enzo followed with his Vespa scooter, the Hummingbird.

"I'm going to do this away from the main road." said Kenny as he started up the Ark. "Hate to take out a group of college students, especially since I might be one of them."

Kenny drove off and activated the time travel device. The Ark disappeared in a flash of light.

"This is unreal." said Max.

"Aye." said Liam.

The Bandit came back to 1986 in a flash of light. The agents of VENOM and the Foxes awaited its arrival. The plane landed and the loading ramp opened up.

"Here they are." said Skull.

Gearbox was the first to step out. "Cassidy!" he yelled.

"Calvin!" said Flash. She ran out to her brother and hugged him tightly.

"How heartworming." said Crossbones.

Blades and Rocks stepped out next. Cale followed shortly.

"Well, if it isn't Melissa Cale." said Darwood. "Just what do you have planned?"

"What makes you think I have something planned?" asked Cale.

"Easy, you're here." said Dr. Frankenstein. Cale looked to see that he had changed his ATV, the Knight, into mechanized armor and was now pointing his guns at her.

"If you're going to shoot, shoot." said Cale. "But then you won't get yourselves a new toy."

"What do you mean?" asked Darwood.

"Easy, there's a certain tech company building a laser." said Cale.

"Frankenstein, hold your fire." said Mayhem. "Cale, tell me about this 'new toy'."

"It's like this..." said Cale as she started her explanation.

Elsewhere, the MASK agents prepared for the arrival of the Ark. They were a little surprised to see the truck driving across the desert. It stopped in front of the crowd and the loading ramp opened. Enzo and Liam drove out.

"Thank goodness you're safe." said Laura.

"It's good to be back." said Max.

"Kenny, where's Caitlin?" asked Jeremy.

"Sorry, Michael's still looking for her." said Kenny.

"Guys, meet another of our agents, Enzo Castaldi." said Jeremy.

"Nice to meet you." said Matt as he shook hands with Enzo.

"Grazi." said Enzo. "Now what was I supposed to tell you?"

"Tell us what?" asked Matt.

"Ah, yes. Michael checked some reports and I think we know where VENOM and the Foxes will strike next." said Enzo. "Have you heard of Noble Engineering?"

"I know of them." said Alex. "They are working on a secret project involving a high-powered laser."

"I know them as well." said Bruce. "However, there are no documents acknowledging their existance. Alex and I only know of them through word-of-mouth."

"Quite. Their involvement with the project shouldn't be revealed for years to come." said Alex.

"Need I remind you the Foxes come from 'years to come'?" said Jeremy.

"Ah, good point." said Alex.

"It might be worth a look." said Matt. "We will stake out this Noble Engineering as soon as possible."

"Request permission to make a suggestion." said Jeremy.

"Go ahead." said Matt.

"I just did the math and I figured that we slightly outnumber the combined forces of the Foxes and VENOM." explained Jeremy. "If past experience is any indication, we should be able to defeat any invasion force even with our numbers slightly reduced."

"What do you suggest we do with those who do not come with us?" asked Matt.

"Spy mission." said Jeremy. "Infiltrate the enemy base and discover their plans."

"I think with their tendencies, we can only afford to spare four agents for such a mission." said Matt. "Do you have anyone in mind?"

"We usually use Max for missions like this." said Jeremy. "Chris can pretty much handle any VENOM agent or Fox."

"Jacques can make himself invisible with his mask." said Matt. "And Calhoun might be able to report any structural features."

"Then it's settled. Let's got ready for battle." said Jeremy.

"Laura, I've been meaning to talk to you about something." said Bruce. "We've created a new vehicle for you."

"Great, let's see it." said Laura.

The following day, the agents of VENOM and the Foxes saddled up for a raid on Noble Engineering. Miles Mayhem prepared his helicopter, the Switchblade, for take-off. Similarly, Darwood was getting his Lotus Esprit, the Fox Hunter, ready.

"Kind of large for a heist." said Darwood.

"MASK might be waiting for us." said Mayhem. "I want to hit them with everything we've got."

The rest of the team was getting ready as well. The Iguana, Vampire, and Tigershark had been repaired and were ready to go.

"All ready?" said Darwood.

"Move out!" called Mayhem. The Switchblade, Bandit, and Cyclone took off. All the other vehicles drove out and followed him. Shortly after the vehicles left, Jacques LaFleur's Maraj mask wore off and he faded into view.

"All clear." he called. Max, Calhoun, and Chris jumped into action.

"Okay, guys. Be careful." warned Max. "Those guys aren't stupid enough to leave this place with no safeguards. Well, not all of those guys, anyway."

"Right, so how do you want to play this?" asked Calhoun.

"We can probably do this the old-fashioned way." said Max. "We'll take the air-conditioner vents."

"Oh, that is so cliche, it's expected!" said Chris. "There's virtually no one here, so let's just go in the front door."

"The front door?" said Max. "That's...just stupid!"

"Oh, and your air conditioner vents idea was that much better?" replied Chris.

"Hey, who's the expert here?" asked Max.

"And these guys are supposed to be twenty years more advanced?" said Jacques.

"Okay, this is how we settle it!" said Calhoun. "Max, you take the vents and Chris goes in the front door. I'll go with Chris and you go with Max, Jacques."

"Let's go, Max." said Jacques.

"Alright. See ya inside." said Max. "I'll be waiting."

Just as Mayhem suspected, MASK was waiting for them at Noble Engineering. Matt sat in his Camaro, the Thunder Hawk, in a parking lot across from the complex. Jeremy's Grand National, the Blackhawk, sat next to him.

"I hope this is right." said Jeremy. "I'd hate to have sent them into a deathtrap for nothing."

"Relax, this is too big for them to pass up." said Matt. "They'll be here any minute now."

"They probably got lost in traffic." said Gloria, whose Porsche 928, the Shark, was parked next to the Thunder Hawk.

"Especially if Hack or Slash is reading the directions to get here." said Laura over the radio.

"I don't know. Maybe we're wrong." said Jeremy. "For all we know, VENOM could be at home playing Ninten..."

Suddenly, he was interrupted by Bruce on the radio. "Matt, Jeremy, we have bandits approaching on radar."

"Are you sure?" asked Matt.

"I'm positive." said Bruce. "There appears to be a lot of them."

"Agents, prepare for combat." said Matt. He and the others started their vehicles and donned their masks. They drove out and prepared to engage the enemy.

The agents stationed in the parking lot on the east side also pulled out. Hondo was in his '57 Chevy, the Hurricane, Scooter had his DeLorean, the Katana, Buddie was in the Wildcat, and Laura had her new vehicle, a Dodge Tradesman Ambulance called the Nightingale.

Shortly afterward, Hack pulled in with his Trans-Am, the Intruder. "Thanks for the distraction, guys." he said. He then began the Intruder's conversion. The hood flipped forward as did the roof. The rear hatch elevated to reveal a harpoon and zip line. Hack fired the zip line at the facility's inner wall and rode a rocket powered cable runner into the place.

As the MASK agents who were protecting the east side entered the battle, Scooter turned to Hondo and asked "Hey, who's minding the store?"

"Doggone it!" yelled Hondo. "They pulled one over on us!"

Hondo and Scooter both performed spinouts and returned to the parking lot.

Laura touched a button on the Nightingale's dashboard and started its conversion. The roof split and revealed a tail boom which swung out towards the back and a pair of rotor blades which elevated into position and unfolded. As the vehicle took off, the wheels folded under the vehicle and the frame rails became landing skids. The grill folded down to reveal a pair of laser cannons and a rocket launcher and a winch extended from the sides. Laura turned around and followed the Hurricane and Katana.

"There!" said Hondo as he saw Slash climbing over the wall. Cliff Dagger and Sly Rax had already followed Hack into the building's yard.

"I got him." called Laura as she flew over in the Nightingale and lowered the winch. As she flew over the wall, the hook on the winch caught one of the cables connecting Slash's mask to his gloves.

"Good, the guys inside can probably handle it now." said Scooter.

Hack, Dagger, and Rax entered the building. "The lab should be in the back." said Hack.

"Uh, what are we looking for?" asked Dagger.

"For the last time, it's a big laser cannon." said Hack. "Hold it."

Everyone stopped moving. Rax asked "What is it?"

"I smell ozone." said Hack. "Possibly infrared beams."

"How do we bypass them?" asked Dagger.

"Like this." said Hack. "Gecko, on!" Hack's hands and feet started to glow green as he jumped onto the walls and crawled onto the ceiling.

"Streamer, fire!" called a voice. A glob of glue hit the ceiling and Hackcrawled right into it.

"Oh, no." moaned Hack.

"He uses his mask to stick to the walls." said Julio, who was hiding in the shadows with Dusty and Kenny. "Now, he's using mine to do so."

"MASK!" yelled Dagger.

"How many times do I have to tell you brute force is the way to go?" said Rax. "Stiletto, fire!" A series of darts fired out of his mask.

"Stiletto, eh?" said Kenny. "That must be Sly Rax."

"Yeah!" said Dusty. "How'd you know?"

"I read his dossier." said Kenny. "By the way, I couldn't help but notice his primary weakness."

"Come out and play, MASK!" called Rax.

"If you insist." said Kenny. "Noah, on!" A sonic wave emanated from his mask. Suddenly, groups of rats scampered from the ducts and ran towards Rax who froze in fear.

"Good thing the exterminators weren't scheduled 'til tomorrow." said Dusty.

"Looks like it's down to you and us." said Julio.

"Bring it on." said Dagger.

Little did anyone realize, Cale was watching by using her Insider mask on Dusty's Backlash mask. "Once again, as predicted, they've completely screwed it up." she said. "Crossbones, your turn."

"Piece of cake for the Brawler." said Crossbones as he put his van into attack mode.

Inside the building, Dagger fought one-on-three with the MASK agents. Dagger said "Torch, fire!" and a gout of flame shot from his mask. However, the fire was quickly put out by a fire extinguisher Julio had just picked up.

"The odds are against you." said Julio. "It would be best if you gave up now."

Suddenly, a loud crunch was heard and the building shook. "That can't be good." said Kenny. Dagger used the opportunity to run while the MASK agents ran into the room with the laser. They saw the wall had been knocked out and the Brawler's robotic arms were reaching for the laser.

"We have to stop him!" said Kenny.

"How?" asked Julio. "We're a little underprepared."

"Here, I'll show you." said Dusty.

"Oh, uh, thanks for not resisting." said Crossbones as the Brawler turned to leave.

"Here's your resistance." said Dusty. "Backlash, on!" A sonic ray shot from his mask and struck the Brawler's cab. Crossbones wound up dropping the laser.

"The laser has been dropped." said Dr. Frankenstein. "I'm going in." He walked over in his Knight armor and tried to pick it up.

"Not so fast!" said Liam as the Eagle took off. "Time to face my new chopper...the Eagle!" Liam then started looking around for Cale.

"You didn't...you...why...OOH!" said Cale upon hearing that her code name was now the name of an enemy's vehicle.

Cale immediately converted her Rolls-Royce. The nose flipped forward and a pair of guns were revealed on a nosecone. The front wheels flipped back on a pair of wings. The trunklid elevated above the roof and the rear fenders flipped up to become horizontal stabilizers. Jet engines and missiles were revealed.

"You may have an Eagle, but I have the Iron Eagle." said Cale.

"Suit yourself." said Liam. He initiated the Eagle's conversion. The helicopter separated into three different aircraft. The cockpit became a mini-copter with a pair of missiles and guns. The tail section became a jet glider with a pair of laser weapons. The rotor section became a heli-drone with a missile rack.

"I'm outta here." said Blades as he turned and ran.

"Blades!" yelled Darwood. "Remind me to fire him when I get the chance."

Liam and Cale began exchanging fire. Bruno Sheppard used the distraction to drive in with his GTO, the Stinger, virtually unnoticed.

"I've got it." he said. "Magna-Beam, on!" His mask projected a beam that connected with the laser and pulled it onto the Stinger's rear deck.

"You idiot!" yelled Nash Gorey. "Do you have any idea what you just did?"

"Yeah, I got the laser." said Sheppard. "Now relax."

"I think I should just let the Tarantula play with you." said Gorey.

"Everybody return to base!" called Mayhem. "Mission accomplished!"

"Not yet." said Cale as she dodged a missile fired by the Eagle's heli-drone. "I'm going to teach this guy a few lessons."

She fired her nose guns at the mini-copter with Liam in it and took out the control rod for the rotor blades.

"Ah, ya got me again." said Liam. He was forced to recombine the Eagle into its civilian form and land. "We'll have a rematch some other time." said Liam.

"They got the laser!" said Jeremy.

"Don't worry." said Matt. "I have a feeling they haven't won yet."

In the future, Michael searched through what used to be MASK headquarters. His flashlight swooped around the darkened halls for a sign of life until he suddenly found it.

"Who's there?" said Caitlin.

"It's me, Michael!" yelled Michael. "I've come to get you out! Where are you?"

"I'm just ahead of you." said Caitlin.

Michael pointed his flashlight in the direction of her voice and the beam fell upon the frightened and bewildered woman.

"Are you alright?" asked Michael.

"I'm fine...now." said Caitlin.

Meanwhile, in the 80s, Calhoun and Chris had made their way into VENOM headquarters. The place was completely deserted.

"That was way too easy!" said Chris.

"I know." said Calhoun. "Now, where are Max and Jacques? They were supposed to meet us here."

"Right here!" said Max as he rolled out of a ventilation duct. Jacques crawled out after him and stood up.

"Find anything yet?" asked Jacques.

"Not yet." said Calhoun. "This appears to be their planning room."

"And it's unguarded." said Max.

"Look at this." said Chris. "It appears to be plans to attack the McKane radar installation in the San Gabriel mountains.

"If they take that out, it would leave a major hole in this country's radar defense." said Jacques. "Big enough for the Contraworld to send in a small attack squad."

"But we have their plans." said Calhoun. "With these, Matt and Jeremy can whip up a counterattack."

"Then, let's go." said Chris. He and the others barely noticed the glowing red eyes behind them.

"Hey, uh, does anyone else feel like they're being watched." said Max.

"Greetings, MASK!" said a booming, metallic voice. "I look forward to saying goodbye as well."

The four turned around to see a seven-foot-tall android.

"What in the world is that?!" exclaimed Calhoun.

"I am Tarantula." said the android. "Dr. Frankenstein's latest and greatest."

"And soon to be smallest." said Calhoun. "Gulliver, on!" An energy beam shot from his mask and hit the Tarantula. However, nothing happened.

"I think I should inform you I am immune to mask energies." said Tarantula.

"Let's see if you're immune to this mask's energy." said Chris as he picked up a paperweight off the table next to him. "Breaker, on!" The paperweight started to glow and Chris tossed it at the Tarantula. The paperweight exploded when it struck, but the android was unphased.

"It is not human, it feels no pain!" explained Max as the Tarantula lumbered towards Chris.

"I don't take kindly to having things thrown at me." said the Tarantula as it picked up Chris and threw him across the room. "You are an average player, please try again later. Ha ha ha."

"Laugh while you can, monkeyboy." groaned Chris as he picked himself up. Then, the Tarantula lifted him up by the throat and held him against the wall.

"C'mon, we gotta save him!" said Jacques.

The other three MASK agents ran towards their friend. The Tarantula pointed its arm at them and fired a few energy bolts. Calhoun, Jacques, and Max dove for cover.

"Maybe I should try sneaking in with my Maraj mask." said Jacques.

"Robots can't see like humans can." said Calhoun. "It could still pick you up with sonar or radar or infrared or something."

"Perfect!" said Max. He stood up and let the Tarantula lock on to him as a target.

"I've got a lock on you." warned the android.

"Great, let's see what happens if a target suddenly disappears from your vision." said Max. "Whisper, on!" Max was surrounded by a blue energy field and Tarantula froze in place. Jacques walked over and waved his hand in front of its "eyes".

"Looks like Max made it go from lock on to lock up." he said.

"Good, let's take this opportunity to free our buddy." said Calhoun.

They tried to open up the Tarantula's grip, but it was frozen up as well.

"No use!" said Calhoun. "What is this thing made of?"

"Guys, save yourselves." said Chris. "Mayhem and Darwood could be back any minute with the entire VENOM/Foxes group. It'll be better if they capture one of us than four."

"We're not leaving you, buckaroo." said Max.

"You gotta." said Chris. "I'll be okay."

"If you insist." said Jacques. "We'll come back for you."

Chris remained in the Tarantula's grip while his friends escaped. An hour later, VENOM and the Foxes returned to find Tarantula and Chris.

"What is this?" asked Darwood.

"Looks like your robot froze up, Dr. Frankenstein." said Mayhem.

"What? Aw, crud." said Dr. Frankenstein.

"Now, the good news." continued Mayhem. "It caught something."

"Well, well, well." said Crossbones. "We got something worth fussing over."

"A MASK agent." said Mayhem.

"VENOM, I'd like to introduce you to a longtime adversary of mine." said Crossbones. "His name is Chris Bush. No relation to our current VP, by the way."

"Our vice president's name is Bush?" said Dagger.

"Got it." said Frankenstein as he tripped a couple of switches and the Tarantula dropped Chris.

"In any case, he'll be a perfect test subject for the laser." said Mayhem. "Chain him to the wall."

Dagger and Sheppard picked him up and dragged him to a pair of manacles attached to the wall and clamped them on his wrists.

"I think I'd rather go up against the Tarantula again than go like this." muttered Chris.

Dagger and Sheppard set up the laser and pointed it right at Chris.

"Don't worry." said Darwood. "It won't hurt for long."

"In fact, it won't hurt at all." said Gorey.

Mayhem flipped a couple of switches. Frankenstein pulled a lever. Gilford walked over to a box with a large button labeled "FIRE" on it. He held his hand over the button. Chris gulped. Gilford pushed the button...