Yeah, I don't own these adorable furballs. Rade, however, is my original character and does belong to me. Mature themes in this chapter and possibly later in the story.

Summary: Limburger takes his usual schemes to dig up Chicago one step further. Can the mice put a stop to him when an old friend becomes caught in the midst? Modo/other

Story by Icewind

A Scent, A Memory, A Far Distant...Mouse

Part One

Modo swallowed hard, the touch of her palm caressed his cheek and his heavy eyes fell shut. The brighter of the two moons on Mars, Phobos, lit the dark interior of the room in a faint gleam. Delicate fingers trailed over the edge of his ear, toying with the small hoop earrings that hung there, and he opened both eyes again to meet her gaze. There was a tinge of red on her cheeks beneath the black fur and carmine eyes held his captive. The emotion in her expression made his chest clench. "Rade..."

Slender arms wrapped around his neck, running soft fingers through his fur, and he tilted his head to kiss her. It deepened in moments, spreading warmth through them both in blissful waves. On the couch their bodies swayed in the darkness, her soft sighs enticing his back to arch against the sofa. Strong, protective hands slipped down the length of her spine and the tenderness of his touch was as warm as the sun. Modo moved kisses down her neck as she began to tremble in his arms and he coiled his tail around hers when he felt her crest to completion.

"Easy there, darlin'," he murmured, his voice deep as he nipped her throat lovingly. In the dim moonlight from the open window he watched through hooded eyes as she tossed her head back and lost herself to welcoming bliss. He rode through it, a groan drifting from him with the need to join her. And as glassy eyes locked on one another he knew he wouldn't be able to let her go. When she finally calmed and sank into his arms, he drew in a shuddering breath to cool his composure. There was an ache that ran deep and hot within him and he closed his eyes, chest heaving softly with his pants.

"Stay with me." The black mouse let her forehead touch his own. She already knew the answer but it was the only thought her mind could process for the moment. Powerful arms held her closely and her long black hair, much darker than her fur, cascaded around them like a sheet of velvet midnight. Modo nudged the patch of long silver-white strands in the front with his nose before burying his face in the curve of her neck.

"Nothin' I want more," he husked, his breaths stirring bits of her fur. The ache grew hotter, deeper, and a quiver ran down his spine. At this point it was getting even more difficult to think clearly. A hand came up to stroke the back of his head and he could sense his control slipping away. "But the war has gotten way outta hand. For now it's safer off-world with the other civilians—"

"Modo..." Rade gave a sigh, not having the heart to fight him on the issue at the moment. She began to rock on him again and his words died on his breath. The grey mouse shuddered, feeling heat stir in his belly with the slow sensual movement, and she heard his soft growl as he began to move along with her pace.

"Yeah, yeah...we need our best mamajammers to take down those rotten stink fish," she said, her voice light-hearted but wistful. "I know you need to stay on Mars. But it won't stop me from missing you." Modo shifted his head to look at her and she cupped his face in her hands. "I'll miss you so much," she whispered tenderly, kissing the tip of his nose with an affectionate peck.

Suddenly, he couldn't think anymore. That simple, sweet gesture sent fire roaring through his blood. Pleasure tingled all over like a whisper of spider webs and his eyes became so heavy he could barely keep them open. Oh mama, he thought with a clench of his jaw. The intimacy of their position with her face against his, kisses brushing over his closed eyelids, soft hands running over his upper back and the subtle rock of her body on him, made him quiver and crest to a strenuous release. A black tail stroked his own encouragingly as the ecstasy slammed into him and his low rumble vibrated in the dark. From the window the fading moonlight seemed to pull him deeper into an endless abyss.

When he came back to himself he became aware of deft fingers stroking the back of his neck soothingly and the world went still, like all the hell that'd been chasing him faded in a moment of peace. Reluctantly, she pulled back to look at him, fingers brushing over the fur on both his arms, and she gave him a wry smile.

"We're counting on you, handsome," she said, knowing the freedom fighters would pull through. "Save our tails."

Modo gave a genuine smile, one that quickly grew impish as he stood up and carried the woman in his arms to a private room. His grin broadened even more at the sound of her playful squeals just as he kicked the door shut behind them.

"Modo? Yo, big fella!"

"Hmh?" The grey-furred mouse suppressed a yawn with the back of his metal hand. "Sorry, did I miss somethin'?"

"Yeah, it's your move." Throttle gave an easy smile, his voice low and smooth as he glanced at Vinnie. "Seems like the Vin-man here miscalled a bluff."

"Yeah, whatever. There ain't anyone in the universe who can read that poker face." Vinnie downed the last of his root beer with a belch, crushed the can, and tossed it into a corner of the room. "It's downright scary, bro! And even I ain't afraid to admit it."

The tan-furred mouse eyed the growing pile in the corner with a frown. Eight empty cans were already sprawled there in a mess. "Man, this ain't a garbage dump, Vincent," he groused. "Pick up after yourself, would ya?"

Modo rolled his eye and looked down at his cards. It was a slow afternoon and the four of them were lounged about in the scoreboard on the floor in front of an old beaten-up television. The game was seven-card stud and he had absolutely nothing in his hand. He yawned again, stretched out across the floor and crossed his ankles, his upper back leaning heavily against his bike.

The large mouse realized he must've passed out earlier from boredom. Lil' Hoss had been supporting his dead weight the entire time and he reached back to give her an appreciative pat. A quick glance to the wall clock revealed he'd been snoozing for about ten minutes. During that time he was certain Vinnie had been analysing their tanned leader, trying to crack his legendary poker face to no avail. The poor kid never stood a chance. Throttle was indecipherable in poker. His expression implied nothing, gave nothing away. His voice smooth and cool. Nonchalant. Modo grinned; it was a good thing they were playing for nothing more than chilly dogs.

"Poker, huh?" Charley smiled and gestured toward the stack of hot dogs she prepared earlier. "You guys sure use some interesting stakes."

"Care to up the ante, sweetheart?" Vinnie leered, leaning in closer until their noses almost touched. "It would definitely make the game more interesting."

Charley was less than impressed. She shoved her hand in his face and he stumbled backward onto the ground. "Puh-lease. Get your mind out of the gutter, fuzz-face."

The white mouse propped himself up on his elbows and stared indignantly at the amused expressions on his bros.

"You heard the lady," Modo chortled with a teasing grin. "Play nice."

"Oh c'mon," Vinnie sat up and shot his comrade a taunting look. "Like you're one to talk! Mr. Chivalry my tail! You picked a dandy time to dream about Rade—"

"Say what?" Modo stared at the white mouse in shock and could feel his face heat up in embarrassment. It was true; he had been dreaming of a memory. A very fond memory he held from back on Mars but still... "How on earth did you...?"

"You said her name in your sleep, big guy." Throttle dropped his shades down on his nose and gave Modo an odd look above the rim of his specs. The larger mouse sat up with a frown, wondering what else he may have uttered in his sleep.

Charley stared at them all with a bemused expression. "Who's Rade?"

Vinnie snickered and pointed a thumb toward his grey companion. "The big guy's one and only."

"Yeah, that sounds about right," Throttle chimed in with a hint of a smile. "Those two were practically inseparable back on Mars."

Modo shrugged. "At least until the war turned for the worst," he murmured despondently. Another look at his crummy cards brought a frown to his face. "I fold."

"Call 'em." Throttle tossed his cards face up on the ground, displaying an ace-high straight.

Vinnie cast aside his losing hand with a pout. "Aw man! At this rate he's gonna get all the chilly dogs!"

"You snooze, you lose, Vincenzo." The tanned mouse grabbed three of their favourite delicacy from the stack and took a bite out of one with a big grin. "Another round?"

"Um, no. I'd rather not starve."

"What about you, Modo?"

Silence. The three of them turned to look at the tall mouse who seemed to be lost in thought. Charley gently cleared her throat and the noise brought him back to reality.

"Oh, sorry guys. I didn't mean..." Modo sighed and grabbed a chilly dog from the stack. "It's just...she was a mean card player. I guess the game must've stirred up some old memories."

"Modo..." Charley began sympathetically, and then faltered. Given that she was unfamiliar with the history she didn't really know what to say. She glanced up at the other two mice.

"Hey, don't sweat it," Vinnie said confidently, flexing his biceps. "Nothing can keep her away for too much longer. Women flock to the Biker Mice like magnet on metal! Especially to yours truly."

"Oh mama." Modo rolled his eye, almost thankful when Throttle took the liberty to slap the walking ego upside the head. Vinnie glared daggers at the tanned mouse.

"Ouch! Son of a—!"

"Mind if I ask what happened?" Charley interjected. "I'm sure it'll work out once you guys return home."

"Thanks, Charley-ma'am." Modo finished his chilly dog in a few bites. "But she ain't on Mars. When the war got heavy a group of Martians organized safe passage for civilians to Olympus Rock."


"It's an asteroid colonized by refugees from around the galaxy," Throttle replied. "Those rotten fish-faces tore up a lot of planets before they dug up Mars. Over time the asteroid became a sanctuary for those who lost their home world or aliens trying to rebuild their race." The leader sighed and pushed his shades up on his nose. "But transferring mice over there in the middle of the war was tricky. We were only able to move a few thousand...which didn't even put a dent in the population of survivors."

Charley took in the information as she glanced at Modo. "So, you know where she is?"

The grey mouse frowned and shook his head. "Well, not exactly. Rade is a racer. She's been space racing for as long as I can remember. If she was off-world she never could stay in one place for very long." Modo gave a snort and rubbed the back of his head. "She could be anywhere. And if I know my girl, even though she ain't military or part of the resistance, she's probably doing what she can in her own way to help Mars."

Charley smiled. "Sounds like she should've been a freedom fighter. Hopefully she hasn't gotten into too much trouble out there."

At that moment the sound of an explosion resonated out in the city. Startled, all four of them got up and ran toward one of the open number panels in the scoreboard. Looking out the makeshift window they noticed a large cloud of black smoke coming from the south end of town.

"It's Limburger's tower," Charley murmured, peering through a pair of binoculars. "There's smoke coming from one of the lower level floors."

Throttle chuckled softly. "Looks like the big cheese finally made a move. It's been way too quiet for the last couple of weeks."

"Yeah. And whatever he's up to can't be good," Modo added. "It practically reeks from here."

"What'd ya say, bros? Should we go pay the big stink-fish a visit? See what he's up to?" Vinnie slammed a fist into his other hand. "I'm just inchin' for some action around here!"

"Wouldn't hurt to investigate," Throttle agreed. "There hasn't been any activity at Limburger Tower in awhile. Not a single goon in the city. Nothin'." The tanned mouse put a hand on his chin in thought. "I have a bad feeling about what this could mean. Let's ride, bros."

"Aa-ha-ha-AOOW! Now that's what I'm talkin' about!" Vinnie whistled for his red racer and all three bikes revived and charged toward the open panel.

"Hold the fort, Charley-ma'am!" Modo shouted as he hopped onto his moving bike and soared out of the scoreboard followed by his two bros.

"What the—!" Charley put her hands on her hips as she stared out the makeshift window after the mice. "Dammit, I'm getting sick of them always leaving me behind!"

Meanwhile, in the lower level cargo hold inside Limburger Tower...

"KARBUNKLE! What are you DOING you dilatory dolt!" The fat Plutarkian pounded his fist in the doctor's latest invention. "That ship is accelerating toward us at an alarming speed. I need it, or more importantly, I need what is on it in one piece!" Limburger grabbed hold of the flustered doctor and shouted in his face. "Listen to me you snivelling sycophant! It is imperative that you slow it down! RIGHT NOW!"

Karbunkle coughed and reeled from the Plutarkian's foul-smelling breath. "I'm trying, your Overripe Cheesiness!" The deranged scientist frantically pushed a sequence of buttons and levers on his newest invention, The Scrambler Ray, an impressive piece of machinery capable of locking onto miniature spacecraft in orbit and dragging them to Earth like a giant magnet. "Whoever is on that ship has used the energy pulse from the scrambler as feedback to hack into the machine! I have no control over the rate of its acceleration!"

"WHAT!" Limburger glanced out the large floor-to-ceiling glass window to the speeding spacecraft quickly approaching his newly rebuilt skyscraper. The fat fish took a deep, calming breath and turned toward his underling. "My dear degenerate doctor," he began smoothly. "Allow me to make this abundantly clear. Neither one of us is leaving this wretched cargo hold until I am holding the infamous pillar technology in my hands. If you do not slow down that miserable Martian space-racer not only will my newly rebuilt tower suffer damages or possibly go up in flames, again, but the formidable instrument in which I seek will go up in smoke along with it. Hence, obstructing my latest plans for Chicago and eventual goal for power within the Plutarkian council."

"B-B-But—!" Karbunkle stammered and pointed out the window in dread.

"No BUTS! Too much is at stake, doctor. DO NOT FAIL ME!"

By the time Limburger finished his tirade and turned around the miniature spacecraft crashed through the glass window and surrounding wall of the cargo hold. He and the doctor barely had time to utter a scream before an explosion ripped through the oversized room and it began to cave in on itself. Brick and debris flew everywhere. And just before the remainder of the ship went up in flames a lone figure astride a black and fire red motorcycle ascended from the burning space-racer and soared through the air. The bike landed on the ground with a screech of its tires before the rider got off and stood unsteadily.

"Rotten stink-fish Plutarkians," she snarled weakly. "As if I was going down without a fight."

The rider stood shakily and put a hand on her head as the world began to spin. She wore fitted racing gear made out of a premium alien fiber that was visually similar to leather but could protect against the unique environment of deep space racing. The suit was entirely black with two molten red streaks that curved along either side of her body, twisting up from the base of each knee and running further up the outer side of both thighs in a snakelike pattern. The decorative design continued up the underside of each arm and ended in a sharp twisting shape on both wrists. There was a laser gun strapped in a holster high on one thigh and sleek knee-high black boots matched a pair of fitted dark gloves. The mouse-shaped helmet was black and held a similar red pattern to the suit.

"Dammit," she rasped, feeling her body collapse to the ground feebly under her feet. She peered helplessly through the dark-tinted visor on her helmet to the silver canister secured on the end of her bike.

"Protect it," she commanded weakly. The bike beeped in response and the rider managed a wan grin before her eyes fell shut and darkness enfolded around her.

Limburger emerged out of a pile of rubble, his purple business attire covered in dirt from head to toe. Angrily, he grabbed the unconscious doctor and slapped him with the back of his stubby hand.

"YOU MALEVOLENT MISFIT!" he shouted, beginning to shake the stirring man by the collar. "You've FAILED. AGAIN. Now GET IN THERE and find me that pillar or I will have you transported to one of the vilest, the most disgusting waterholes in the swamps of Plutark!"

Karbunkle squirmed in the fish-face's grasp, nearly passing out from the odor of his breath before glancing uncertainly at the ship's wreckage folding in on itself. "Surely your High Cheesiness can't possibly mean—!"


The doctor scampered away without further hesitation while Limburger growled and managed to reach a telephone on the far side of the room. "Goons! Get out there and rid me of those wretched rock 'n roll rodents when they show up! Do not have them interfere!" The Plutarkian, anticipating the arrival of the Biker Mice after such an explosion, slammed the phone down on its hook and dodged a mass of falling debris with a curse.

"Well, lookie here," Throttle drawled, eyeing the horde of goons surrounding the lower perimeter of Limburger Tower. "Seems like ol' stink-face was expecting us, bros."

"Now we know he's up to no good," Modo smirked as he kicked the speed up another notch. "Woo! Let's show these lousy lugnuts—!"

"—just how to throw a real party!" Vinnie concluded with a howl. And with that the mice blew holes through several dune buggies and tore through the scene, guns blazing, Vinnie's maniacal laughter echoing through the air.

"Duh, it's dem biker bunnies! Get dem youse goons!" Greasepit shouted. An angry mob surged forward and Modo chuckled a deep belly laugh.

"Three of us, sixty of them." Grinning, the grey-furred moused used his bionic fist to pummel a charging goon in the gut, the force of the blow slamming the man into five others that sent them flying through the air in a screaming frenzy. "I really like those odds."

The mice roared their engines and spread out, making short work of Limburger's lackeys. The streets filled with sounds of tires screeching, rockets blasting, indignant grunts and yells and the exuberantly insane laughter from a particular white-furred mouse as bodies flung about like rag dolls. Shaking, Greasepit coward underneath his Grunge-Mobile which had been blown upside down in the uproar.

"Mr. Limburger ain't gonna like this," he groaned, tears welling up in his beady eyes. Out of nowhere a black chrome bike roared his way and he let loose a wail as a tanned fist grabbed him by the neck.

"Alright, you grease buggy. Talk." Throttle lifted the henchman clear off the ground and shook him for good measure. "Where's that fat-fish boss of yours? What's he been up too all these weeks?"

Greasepit flailed about in terror, bawling as the nuke knucks began to glow around the mouse's fist. "YAAHH! I dunno, I dunno! Puease don't hurts me!" Throttle dropped the goon unceremoniously on his hide and grimaced as oil splattered over his leather vest and fur. Vinnie and Modo joined up by his side while the oily stooge sniffled and slinked away.

"Aw man. Now what?" Vinnie puffed, crossing his arms boredly. "What's a mouse gotta do for some entertainment around here!"

"Don't sweat it, bro," Modo grinned and pointed up to the mass of black smoke emerging from an enormous cavity punched into the building's fourth floor. Explosions and laser fire mixed in with Limburger's spineless screams. "Somethin' tells me we just found ourselves front row seats to Fish-Bait's latest show!"

Inside the collapsing cargo hold Lawrence Limburger noticed a silver gleam a little ways from the remains of the miniature space-racer. On closer inspection the chubby Plutarkian was able to make out the source of the reflective light amidst the smoke; a silver canister that was attached to a sleek black and red motorcycle. The vehicle appeared to be guarding a fallen body at its side.

The Conquistador grinned broadly. "KARBUNKLE! Get out of that wreckage and get out here!"

"Gladly, your Fulsome Fragrantness!" The mad scientist climbed out of the burning vessel and trotted toward the big stink fish. The Plutarkian put an arm around the puny man's shoulder.

"It seems we have a bit of a development, my dear doctor." Limburger gesture toward the bike and its fallen comrade. "Meet the carrier. That flotsam female has been foiling me for weeks. In that canister contains the means I need to carry out my plans for Chicago. Get it and dispose of that bothersome furball! Post-haste!"

"Right away, your Cream Cheesiness." Karbunkle grimaced; this sort of dirty work was not in his job description. The doctor, however, wasn't able to ponder over the thought for very long. With a roar of its engine the bike sprung to life and charged forward, kicking up dust and dirt under its wheels.

"Get it! Get that bike!" Limburger shouted angrily. When laser cannons popped out the side of the motorcycle and it began shooting at them, the duo shrieked in terror, dodging the bike as it attempted to run them down.

"What the—?" Throttle observed the scene of destruction playing out before him and fought the urge to laugh out loud. Instead, he removed his field specs and rubbed his eyes irritably. "You were right, big fella. This seems like quite the show. Shoulda bought tickets."

Vinnie nearly fell over laughing. "Oh man! Looks like the head honcho has his hands full! I wonder if they'll be an encore." Having heard the commotion below the mice had entered the scene in time to witness the unknown bike's retaliation.

Modo surveyed the vehicle closely. "Yo, bros. Who's bike is that?" He frowned, he was certain he knew that bike. It had undergone tremendous modifications but it could only belong to one person. Quickly he scanned the area, feeling his heart race when he spotted a body resting lifelessly a little ways from a burning space-racer. It can't be, he thought, feeling his body react before his mind as he dashed toward the figure on his bike.

"Blast! It's those repulsive rodents!" Limburger shrieked. The fat Plutarkian was hiding behind a pile of debris, shielding himself from the laser beams shooting his way. When it ceased he glared at the doctor; the man was running about wildly in the open, arms flailing in fear as the Martian bike launched a pair of missiles in his direction. "Karbunkle, I still want that canister! Get it before those meddlesome mice decide to interfere!"

Throttle frowned; there was black smoke everywhere and it was coming from what appeared to be the wreckage of a miniature spaceship. Not to mention an unknown Martian bike was in the process of wreaking havoc inside Limburger Tower. "What's that rancid cheese breath up to?" he murmured under his breath, watching as Modo gently examined the injured rider. Just as the tanned mouse was about to go over and demand answers from Limburger himself something even more unexpected occurred. Another explosion resonated from the fire that was burning the ship to ash. Simultaneously, the bike had fired a laser blast at the doctor who'd narrowly managed to dodge the beam in sheer terror. The laser flew into the blast and triggered another, much larger, outburst of flames. The detonation knocked the scientist off his feet but hit the bike dead-on.

"Oh man," Throttle groaned, using his arm to instinctively shield his face from the force of another explosion. Fire spread throughout the cargo hold as more walls caved in. He eyed the injured rider in the grey mouse's arms and knew they needed to get her out of there. "Modo! We're outta here! Vinnie, grab the bike!"

"AA-HA-HA-AOOOOW! Already gone!" Vinnie howled excitedly. By the time he approached the fallen motorcycle he noticed Limburger sleeking away into a secrete elevator with Karbunkle in tow.

"So long, you bothersome fur-brains!" The Plutarkian sang jeeringly, stroking a silver canister in his hands. "Lets hope this meeting shall be our last!"

Vinnie gritted his teeth as the elevator door slammed shut. "That stinkin' cheeseball is getting away!"

"Relax, bro." Modo rode up next to the white mouse. The mystery rider was draped over his lap, his real arm hugging her upper body to his chest protectively. "The tower is about to come down anyway."

"Heeey...!" Vinnie eyed the female biker with an appreciative gaze and smirked. "Who's the babe, bro?" he leered, shooting a towline to the immobile motorcycle.

Modo looked away silently and the white mouse cocked an eyebrow ridge. "It's Rade."

"Say what!"

"We're running out of time, compadres." Throttle gestured to the makeshift exit impatiently. "We need to get her out of here. This place is about to blow."

"Well, I do always like to leave in a blaze of glory," Vinnie jibed, revving his bike. All three mice roared through the giant hole in the wall just as one final explosion demolished the entire cargo hold. The blast was enormous and they were caught in the echo of smoke, debris and fire before their bikes hit the ground.

"Ouch!" Vinnie grabbed his tail and blew out the flame on the end of it. "I already know I'm hot stuff but this is just taking it to a new level!"

Throttle groaned and shook his head to clear his vision. His ears were ringing. "That was close. Everyone in one pi—" The mouse didn't finish the word at the sight of his fallen comrade. Lil' Hoss was heavily damaged, her front tire spinning in the air, and Modo's unconscious body was laying next to her, protectively hunched over the female biker that they now realized was Rade.

"Oh man," Throttled sighed, riding over to Modo and draping his motionless body over his shoulder. He shot a towline to Lil' Hoss as Vinnie picked up Rade with a grim expression.

"Garage?" Vinnie asked.

"Yeah, Charley-girl is probably back there by now." Throttle kicked his bike into gear. "We'll need her help to patch these two up."

"You know, bro," the white mouse groused. "After all that I'm a little miffed that the tower is still standing." Vinnie paused for a moment and then chuckled wickedly, shooting one of his rear rockets up at the building. The tower, from its gables to its foundation, swayed dangerously on its hinges.

Throttle snorted. "That's cheating, Vincent." The leader did his best to hide his amusement as he tore down the street with Lil' Hoss in tow. The younger biker was right behind him, the black and red motorcycle still fastened on his grappling line.

"Maybe. But it did make me feel better."

Back at Limburger Tower, the building finally gave out and collapsed in on itself. The Plutarkian gave a long defeated wail that could be heard far down the city streets.

Throttled grinned under his helmet. Perhaps the kid was onto something. Even though there were still too many unanswered questions and one of his bros was injured, hearing that fat flounder's wail as the tower came crashing down did make him feel a little better.


Afterword: This is my first fanfiction in the BMFM universe. I was a big fan of the show in the 90s and recently got back into it for the nostalgia. I also like Modo and I thought it'd be nice to see him with someone he regards as special. Feedback would be great. Hope you enjoy.