Disclaimer: Original characters and universe belong to Sean Akins and Jason DeMarco.

A/N: This is an important message: I am a procrastinating jerk. My only excuse is writer's block. It has taken far longer than it ever should have for me to get these chapters out, and anyone who hasn't forgotten or disregarded me is an absolute saint. So, to anyone who is still awaiting Toonami fanfiction from yours truly: my sincerest apologies, and thank-you. You understand that a game like this requires patience.

So it would probably be a good idea to finally submit this, even if it's not as perfect as it should be. Just one thing you should know: don't expect Orcelot Rex to say anything along the lines of: "When Toonami is in ashes, then you will have my permission to die." Because he won't. Mainly because he's already destroyed Toonami.

Anyway, TOM has been waiting forever to rescue Sara, Sara's been as patient as the rest of you, and Rex has yet to get his butt kicked (somehow), so let's not keep them waiting.


Episode 5: Intent

The most prevalent question on Sara's constricted mind was what use a space criminal like Orcelot Rex could have for an advanced AI matrix that refused to cooperate. Because she certainly wasn't planning to make things easy for him. It was conceivable that the tech he currently had set up would be used toward the goal of forcing her into some form of action, but she still had plenty of free will, perhaps more than he appeared to realize. There wasn't much a machine could do to her aside from some form of psychological torture.

Presently, Orcelot Rex was standing nearby punching data into a terminal that was built into the platform on which her cube was stationed. His cold eyes barely changed as they glanced up at a red warning flash in the corner of his screen. "There's an intruder." He said it in a calm yet vaguely incredulous voice that someone would reserve for denying bad news received during a cubicle job.

Sara knew without a second guess who the bad news was. Dammit, Tom.

For what felt like the dozenth time in his life, TOM regretted finding himself caught up in a deadly and frenetic situation in which being blown to smithereens was a constant risk. But considering that hosting television didn't necessarily prep him with career skills for the sort of thing Gene Starwind had to deal with, he decided that, all things considered, he was doing okay.

For the last few seconds he had been roughly jerking the handlebars of his Starcycle and punctuating almost every twist and turn with shouts of alarm. He felt the reactor in his chest growing warmer and producing a vague buzzing that vibrated through his circuitry, mechanics, and casing; this was a robotic substitute for a heightened heart rate and adrenaline. His expressionless face belied the intensity within his mind (such as the rapid rate at which his brain fired off do-or-die commands), but said intensity was definitely manifested in the flashes and bursts that were lighting up his optic visor.

Turret fire from the space station zipped his way from every angle as he sought as many crevices and protrusions as he could reach for cover, which thankfully wasn't scarce. Size was also on his side: these turrets only had enough precision to hit larger attacking forces, so a single-occupant bike was like a firefly. But that didn't mean fireflies weren't viable targets, especially where there were so many guns; the Starcycle was experiencing a number of close nicks as its frame gathered burns and lost chunks of its bodywork, and its rider could feel the heat grazing his back and the impact shuddering through the bike. He was a lone mobile object in a crisscrossing quilt of strafing gunfire.

Another near hit blasted a small chunk from one of the thrusters, knocking him askew. The fuel gauge had already been on zero during his approach, which meant that if he kept this up much longer he'd be a sitting duck and the hits would be much nearer. The only thing keeping him in no-man's-land was his search for an easy way in. Or a hard way, now wasn't a good time to be picky.

He scanned the warped exterior of the space station until his search finally came to rest briefly in the nexus between two incongruous sections. There was no getting through the docking ports themselves without codes or infiltration gear, so he had been thinking that something like a window or small maintenance hatch would yield. Instead of being bolted in, the hull panel he had just found among the chaos had four metal strips welded across each side. It looked at first glance like a solid kick could do it in.

Mentally marking the spot, he aimed the bike's nose at the nearest asteroid outside the cloak and sped for it. With defensive fire hot on his tail, he shot through the cloaking field's radius and prayed he could take cover before his Starcycle followed in the footsteps of his ship.

This was when he realized that the barrage had ceased. He slowed up next to the asteroid and pulled a one-eighty. Where a split-second before there had been at least three plasma turrets at a time blasting away at him, there was now just quiet emptiness with a few of those CGI asteroids drifting through the space in which he knew a huge construction loomed. But for some reason the construction inside that disguise had stopped shooting at him.

"Okay, what's goin' on here …" he muttered half to the Clyde and half to himself. After a moment's thought, which also gave him the breathing room to get unfrazzled, he snapped his large fingers as well as anyone could in a soundless vacuum. "I got it. It's that weird barrier that had me puzzled a minute ago. I'll bet it keeps all the plasma fire inside by negating it somehow, so there aren't any stray shots to light up the place. Smart bastard."

He leaned back in his seat and gestured helplessly. "Now the big question is, how the heck do I get in there? Can't exactly stop and pick the lock even if I had the tools to get that done." Then again, if this Clyde has the right kind of parts inside … He glanced at the hubcap-shaped robot. The Clyde turned and stared curiously back at its own reflection in his dark, unresponsive visor. They remained locked in a silent stalemate that lasted just a bit longer than it really needed to before TOM looked away and dismissed the idea. Nah, it'd take too long.

Another minute had drained away in the quiet vacuum while the former Toonami host thought through his limited options and the Clyde continued to be useless. Smart heroes think their way around problems, he recalled a previous version of himself dictating. Look at a situation, see what needs to be done. With these words sinking in, he hunched forward and settled his fingers on the handlebars, slowly being overcome by a determination that was threatening to become suicidal in the next minute.

"Guess I'm not gonna know how weak that hull panel is unless I try it. And I've already used this thing like a battering ram once today." Pushing himself up to see the forward housing of his Starcycle, he noted its busted-in appearance. The fact that it was surface damage was encouraging, but it would still be a good idea to keep in mind that a metal hatch, even a loose one, was totally different from a plexiglass elevator door. It would be a game of chicken worth playing, though. And speaking of taking risks …

He peered back through the swarm of weightless boulders, expecting to catch a glimpse of the Absolution's remains, but the spot was now blocked from view by the forest of crater-filled rocks. Maybe this isn't so smart.

Here was yet another tough call he was being held up by. The Galactic Police Patrol would be showing up at the scene of the crime, and if TOM wasn't present, they would have no witness to point their search in this direction. The time TOM could spend waiting for them to arrive might not even be worth it if anything happened to Sara between now and then. Certain feelings were drawing him back to the site of the Absolution's demise, yet he couldn't escape a forlorn knowledge that there wasn't really anything left to return to.

He drummed the handlebars of his bike, grunting over his dilemma and trying, in these last few moments of decision-making, to figure which risk carried a greater payoff. His options came down to sticking his neck out to save Sara or risking hers by retreating to wait for the GPP. Either way could doom both of them in the long run.

"Looks like this is the moment of truth. Either go back and wait with the wreckage for the cops to show up or go busting in half-cocked. I sure can't just hang around here forever." As an afterthought, he regrettably added, "Like Gohan said, it's all or nothing, no in-between." Rex had already demonstrated that he was a man who made damn sure he did what he set out to accomplish, so whatever master plan he needed an Advanced AI Matrix for was probably already in progress.

Unfortunately, he had to face reality. He had some brains and a passable measure of brawn, but Rex had tremendous amounts of both. This wasn't even a David versus Goliath situation, seeing as he didn't have a proverbial rock sling to use as a magic bullet against the giant. Short TOM's sage advice was useless at this point.

However, as his thoughts wandered back to the original crew of the Absolution, they drew upon an earlier source of wisdom. "Hmm … What would Moltar have said?" Fact was, he didn't even need to ask. That was one of many speeches he knew by heart. Omitting the parts that didn't necessarily apply, he ran Moltar's words through his head: "How many heroes do you think there are? What would it be like without them? No hero to stand up. An end to nobility … purity … heroism. Without heroes …"

"… There would be only villains," TOM finished aloud. "Okay, I'd say that clinches it. I'm going in." He adjusted his aim and revved up the engine, prepping it to shoot off while hoping it wouldn't cost him too much fuel.

Alas, there was just one more reason for him to pause. The thought struck him that he could get into the bad guy's lair and make sure the GPP came to the rescue. He could have slapped himself. Clyde wouldn't be so useless after all.

"Clyde." He jerked a thumb confidently over his shoulder. "Head on back to the Absolution's wreckage. Be ready to lead the cops to this location when they show up. Got it?" The Clyde stared back at him blankly. "Oh, come on, man. Don't tell me you can't even … I mean it's only…! Jeez."

Unfortunately, he'd skimmed the tech specs on these Clydes and was remembering just now that they could only coordinate themselves within a five hundred meter radius of the ship they were registered to. Suppressing his exasperated grumbles, he refocused on the empty space ahead of him where he knew there was an entryway waiting to be busted down and a job he would have to do by himself. "Fine, forget it. I don't have time for this. More importantly, neither does Sara."

He opened the Starcycle up for the last time and blasted off. The large asteroids he'd been hiding amongst pulled back from his peripheral vision like the edges of a tunnel while the huge twisted fortress suddenly popped into existence directly before him, blocking his vision of the vast asteroid field with a very close metal hull. In that same instant, the space around him became occupied by waves of bright, zapping turret fire. It was do or die time. TOM leaned down and executed an evasive series of swerves and rolls while zeroing in on his target.

Almost feels like the sixth level of Dropship … That ain't good.

At the last split-second, another idea jumped into his head. He about-faced, forcing his bike to a smooth break with its thrusters just inches from the hatch. The blazing surge of heat and pressure softened it up a little. Rocketing in the opposite direction now, TOM punched back out of the cloak's event horizon and made a U-turn around the nearest asteroid. He used the short respite to check his fuel gauge, which had been on empty for a while, but was now blinking to indicate the reserve fuel was about to run completely dry. Then the turn was complete and he was rocketing back into the space station's range of fire, leaning and dodging as it came at him from all angles. The outside of the station and the networking turret fire filled his vision. A dozen meters closer and it was just the station's outer hull rushing toward him. Then another few seconds and all he could see was the tenuous hull panel directly before him.

At the moment of impact, his Starcycle yielded first. Just as his reactor was leaping into his neck component, the weakened hull panel caved also and allowed him access to the base in the safest manner he had any right to expect.

Then several unfortunate things happened simultaneously. As soon as the hull panel broke inward, he experienced an all-encompassing rush of air screaming into his face. The breach and the escaping oxygen occurred in the same instant a plasma beam finally landed a critical hit on his bike, blowing away half the thruster housing. The impact from the beam and the jacked-up output from the damaged thrusters pushed him into the darkness of the station at a clumsy angle. He found himself careening violently down whatever narrow passageway he was currently in, ricocheting dangerously off bulkheads he couldn't see. A slowly diminishing source of light alerted him to an emergency hatch that was grinding shut to seal off the breach. He held on for dear life, keeping the throttle open despite the dangerously close confines and hoped that what remained of his Starcycle could carry him through these last few seconds. The bike's nose scraped the floor, bounced off the edge of the closing hatch, and finally jammed itself and its driver into a new passage. The hatch crunched shut on what was left of the thrusters, causing an unwanted explosion that launched the driver-cum-rider from his seat. TOM struck a bulkhead two feet in front of him, crashed against the hood of his bike, and hit the floor face-down like a rag doll.

He remained motionless for at least a full minute, closely examining the floor (he noted it was dirty). His body was pummeled, his vision was malfunctioning, his back was scorched, and his bike was wedged sideways across the passage above him. When he at last found the strength to move, he turned himself onto his back to see the Clyde hovering over him like the light over a dentist's chair. Somehow it had managed to not get destroyed during the fiasco, meaning TOM had more than one reason for the groan he uttered.

"No offense, but you're the last thing I wanna see right now." He shoved the Clyde away with a shaking hand and looked down at himself, raising one leg and then the other to make sure they hadn't been disintegrated. Then he checked both of his hands. By some miracle, all limbs were present. "I can't believe I'm still alive." He heaved an audio-only sigh of relief. "That had better have been the hard part, 'cause it was, fighting Rex is gonna be a piece of cake." He took another few seconds to steel himself for the challenge of rising to his feet. "Alright, here I come, Sara."

He hauled himself up, then staggered around on shaky knee joints before cracking his head on the wedged Starcycle and returning to the floor with a clunk. "… I'll be there in a minute, Sara."

Sara, still justifiably frustrated with the base parameters of the holographic projection she was stuck with, glanced around the central chamber again. Aside from the piles of scraps, there were symmetrical holes in the floor plating, some of which was warped, some of which had been peeled up. Once upon a time, heavy industrial machines had been torn up from the floor. And Rex had apparently done it with his bare hands. She shuddered at the thought of what would happen if the criminal got those hands on TOM.

"Nice place you've set up," she commented dryly. From her current angle, it was impossible to see the monitor Rex was focusing on. It was providing him with updates of events unfolding outside his command center/junkyard. All she had discerned was that some turrets on his outermost layer of defense had activated. "I would like to point out that grand schemes usually require organized minds. The only cases in which that isn't true is when the instigators are ingenious madmen flying by the seat of their pants. Are you honestly planning a hostile takeover of some sort using a junkyard as your base of operations?"

"What you see is a cosmetic result of this facility's function. Give me a reason to clean it up," Rex retorted flatly without looking at her.

"It wouldn't kill you to at least kick aside all the garbage."

"The scale and scope of my goals is worth far more attention than the need to have a clear workspace. Besides, this isn't the only base in the universe I have. The others look the same. It would be pointless to waste time on the appearance of each and every base when I barely spend a decent amount of time in any one of them. My goals are on a scale that breaches whole space sectors."

"But you did mention you have minions. I'm supposing that doesn't include any robots of the upkeep and maintenance variety."

"Only what I need."

Sara intoned her next statement very carefully. "Then not many security units, I expect."

She couldn't tell if the glance he gave her was a cold, condescending glare or an ironic sneer that suggested he knew what she was trying to figure out. It was hard to tell when her enemy's face was just a helmet with eyes. She realized with irony how much easier it was for her to read TOM at a glance. Now, trapped and useless on her platform, she was left wondering how much she should fear for his safety. Her fears spiked, however, when Orcelot Rex announced, "The turrets are inactive. I can only assume that means they've done their job."

TOM left his Starcycle where it was, jammed horizontally across the hallway. He had extracted his trident and hooked it up to the vehicle's battery to fill up the pseudo-weapon's power bar. He was glad the trident had survived the ordeal unscathed. Even if it couldn't officially be called a weapon, it was the closest thing he had.

Proceeding deeper into the base, he contemplated the amazing circumstances so far. At the top of the list was the fact that the turrets outside had had a hard time hitting him because his Starcycle was smaller than what they'd been programmed to aim at. Huh, small vehicle equals big trouble for the villain and his huge base, he thought wryly. That logic actually worked. Sorry for all those thread posts, Mr. Lucas.

In the main corridors, there was more open space than the narrow conduits in which he had left the Starcycle. He began exploring the dark interior, constantly aware of the echoing clanks that marked every step he took. After a few minutes of walking, he glanced down at his treacherous feet. The Absolution had been a pretty clean ship, but in here his feet were soon coated with the grime and dust that textured every surface. Deep within its thick girders and bulkheads, heavy machine noises resonated from the stomach of the base. Those sounds dredged up some memories from he had of Gideon Alpha-12 after his assembly and activation. The big difference, however, was that Alpha-12 had not been sealed against the vacuum of space, so he couldn't entirely compare it with the ominous sounds in Rex's base. He had never heard the noises of heavy industry echoing through the stale oxygen of a mostly-inactive facility in the eerie way he heard them now, and it creeped him out. The way they pounded and thundered through the space station's bones made it sound as though an army was being built.

Across the floor of the passage, he noticed plenty of scattered and forgotten scraps from robots. It wasn't hard to picture Orcelot Rex marching through and destroying everything that moved, cannibalizing the remains of his targets, then ignoring whatever he had no use for. In fact, as TOM knelt to examine a chunk of casing, he could clearly see that this piece of metal had been scorched by a photon-based weapon, then flattened by a giant boot. The guy just blew up and stomped over anything he didn't care for. I should know, TOM thought, his mind still fresh with images of the Absolution's remnants and his back still aching where Rex's shoe size had been planted.

He scanned the area further, but not much of the station's indoor character was actually discernible to the naked eye. Rex probably had an array of visual settings built in to his head, because there was almost no light here to speak of. There had to be a measure of light coming from somewhere for TOM's optic receptors to catch it, but it only carried down the corridors far enough to ensure he wasn't completely blind every step of the way. His night-vision, still damaged from the various blows to his helmet, was working well enough that his journey through these dark passages was only pitch black thirty percent of the time. Normally this would just unsettle him, but there were a few other things about the base that put his nerves on edge.

Firstly, as he had already acknowledged, the place was pressurized. This didn't hinder him in any way, but it did mean that every step he took, no matter how cautious, created sound waves that could easily alert anyone or anything to his presence. The debris that occasionally found its way under his big feet to be crunched or sent scattering didn't make him any more comfortable.

And secondly, he wasn't alone. His audio receiving equipment picked up a series of uneven footsteps. He took this as a cue to sidestep into an alcove, hoping he was doing it quietly. The Clyde followed suit. He watched patiently until some haphazardly-welded conglomeration of robot parts hobbled past his hiding place.

He was already near a dim light source, so his optics penetrated the dark well enough for him to see what Rex had in store for intruders. The security robot walking past was a "modified" crowd control automaton, the type that featured a pleasant face, a head mounted on an arched bar between its shoulders, and arms built to stay fixed in a downward position so they could never be raised in aggression. This one's head, though, had been half-crushed by Rex's fist, the torn section jury-rigged with a camera. Its arms were refitted with a scanner and a plasma pistol. From its mechanical movements and blank expression, it was clear there was no AI matrix inside. It was just an empty drone, like any Clyde.

Once it had passed, TOM stepped out to watch it continue along its patrol route.

It quickly became obvious that relinquishing his hiding spot had not been a good idea; the sound of heavy rubber treads covering ground with a subdued rumble preceded the arrival of something else. TOM turned to duck back out of sight, only to realize that the acoustics of the hallway had thrown him for a loop. A towering monstrosity of a security robot, most of its body invisible in the dark, had already targeted him as it came rolling in from another corridor and turned in his direction. There was only a thin shred of illumination from around the corner, but it was just enough for him to glimpse of is industrial-size treads and the general shape of its upper chassis, which was wide at the top to support its servo-heavy arms. The rest of its body was hidden in the shadows.

Fate is being such a bitch to me right now, he complained.

He was only alerted to its triple-jointed arms lunging through the dark by the sound of its powerful, yet deceptively quiet servos. Surprised by its reach, he managed to duck it and dart past the security bot.

The security robot rotated the top half of its body swiftly, its size making the movement menacing, while its treads ground in opposition to each other to keep the rest of itself facing the right way. A few inches beneath its optical lens, a red plasma bolt fired in his general direction, grazing his helmet and lighting up his vision. He staggered from the shock of blindness and bad footing, but struggled to keep circling with the barest hope of staying out of range.

Seriously, the hell is up with this thing? he wondered. It's an advanced enough model that it should be able to see me and blow my head off with no problem, but it missed. I ain't complaining, but I'm definitely confused.

Although the dark was just a hair shy of absolute, a mentally frazzled TOM noticed a few other things were off. As soon as he lit up the shadows with his pathetic trident, he zeroed in on the security robot's upper arm where some casing was missing. He also noticed that the front of its chassis, which was narrow like the prow of a boat, had some mismatched plating and clumsy welding. He swung for the exposed wires in the arm.

The trident may have essentially been a toy, but it had also been a pretty expensive one, so he was gratified when the prongs sliced through the security bot's mechanics. Enough was severed that the giant arm dropped from its position and dangled by a few cables and wires. TOM used the opportunity to make a break for it. He snapped off the trident and skimmed around the corner, then ran until the sound of the security bot's electric motor could no longer be heard.

What is up with all these lousy defenses? he thought as he ran. I seriously don't think Rex is putting up a show just to make me think I'm working for it so he can lure me in. I'm barely a threat to the guy. He encountered a T-junction and took the more illuminated passage. Just one more mystery Sara and I will probably never figure out.

His chest grew heavy as thoughts of Sara once again weighed on his mind. 'Course we'll never get a chance to solve anything if I never find her. She's gotta be … His current train of thought tapered off at the sight of some markings on the wall that looked surprisingly familiar.

And after a few seconds, he suddenly knew why. It was hard to tell under the rust, wreckage and degradation, but the corridors of Orcelot Rex's facility were starting to look very familiar now. The digits on the wall matched the same number system and stencil font used inside Gideon Alpha-12: the same construction platform on which his very body had been assembled … well, his previous body. The installation Rex had cannibalized, the section of the space station he'd been running through, had likely been built by the same company.

"Which means …" TOM continued his train of though out loud. "I know how to find the main construction chamber! And that's where Sara will be."

"So," Sara began, finally beginning to recognize this part of the space station as the inside of a construction chamber, though she had no idea what for. "You have an advanced AI matrix in your possession. I'm curious as to what you intend to use that sort of power for."

"I shall use you very responsibly," Rex replied as if this were a painfully obvious statement.

"Been reading Steve Ditko?"

Rex shot her a glare to show that he didn't understand and didn't give a damn that he didn't understand.

She persisted, "You've already told me that your goal is the attainment of further power, which is a goal characteristic of tyrants and dictators. Hardly a responsible or level-headed lot. So that can't be the case." Leaving him with an opening into the conversation, she awaited a response. So far, he had felt comfortable mentioning that he had serious plans. She wanted to see how secure he felt in his ultimate victory, how free he was willing to be with information.

"We appear to have very different definitions of responsibility," he finally responded. He hesitated another minute as his terminal received word from one of his security robots, then continued in his low rumble of a voice. "You were, less than an hour ago, responsible for the operation and maintenance of some insignificant broadcast ship. A few hours from now, you will have so much more to account for." He spared her a glance that chilled her. "A great deal can be accomplished with the capabilities of an advanced AI matrix. And I will claim responsibility for everything I accomplish with you, as well as any destructive—or lucrative—fallout from it."

"Fallout? I don't understand."

"Are you trying to goad me into spilling information?" he said mockingly but menacingly. "That's fine by me. You won't be able to do anything with it."

"You seem inclined to keep up a dialog with me, in spite of the fact that you clearly prefer to work alone."

"And I am working alone. You're just a tool." Sara's holographic face glowered. "But despite being a tool, you are an advanced AI matrix, and therefore an intellectual peer."

"I'm so flattered. Now how about that fallout you mentioned?"

There was a sneer in his next reply. "Wouldn't you rather it be a surprise?"

"I only like pleasant surprises," she said flatly.

"Don't we all."

"Indulge yourself," she said bluntly. "If you don't care about my desire to know how I'm going to be used, then surely you would at least find some personal gratification in laying out these plans of yours to a captivated audience."

Rex understood quite clearly that she was prompting him for the sake of being bold. Again, Sara could detect an ugly expression of mirth within his words. "I will happily oblige."

Despite her deep well of anxiety, Sara was inwardly satisfied. It's about time I got some real bloody information.

TOM arrived in the entryway of a vast central chamber. It was littered with enough scrap material to look like another No Man's Land, this time in a junkyard rather than the outside of a space station, and near one end he spied Orcelot Rex towering over Sara's cube. He had shown up just in time to hear Rex's last few words.

"Goody. I made it for the monologue."