All of Kim Ramone’s drilling and training had paid off in that single, decisive moment; where Michael Kay proceeded to dodge a lethal blow that very well may have put him out of commission for good.

Now a disco automaton, he ducked and weaved through Ollie’s assault of punches, made all the more dangerous by the purple aura of Stronger that enveloped them.

Each blow could shatter the delicate facets that made up his skin with ease. If Michael could sweat in this form, he would probably be drenched from the pure stress.

As the two Music Masters dueled, Michael only had brief moments to take a glimpse at the multitude of battles going on around him.

Similar to their conflict at the Sound Loft, there was more than enough music playing to drive a non-Music Master crazy.

The ground shook as Nathan had already used What’s My Age Again to grow to giant size, stomping without abandon in an attempt to crush the Audio Knights beneath his feet.

He was clearly having far too much fun, either having forgotten that they weren’t supposed to kill anyone but Michael or simply ignoring the order.

He might have even gotten Calvin, if not for the bony smack from Kim’s huge skeleton Sentonal, which sent him reeling and just about knocked him off his feet.

Nathan shook off the blow, snorting loudly before charging at his new enemy like a mad bull.

Even higher up above, Aeris chased after Paul, crystal-blue wings flapping as she tried her best to keep up with the flying book born from Paperback Writer.

He had the speed advantage, but his slowly faltering demeanor showed that he wasn’t all that confident about facing her in a straight fight.

Down below, Calvin Altberg had already shifted his form to the familiar, beastly kaiju spawned from the blaring sound of Genesis.

Having tossed aside all human reason, he slashed without abandon, only for his claws to harmlessly bounce of off of Lily’s now alabaster skin.

Of course, at a time like this, Michael Kay could only focus on so many different things at once.

He fought on, almost taking a deadly kick to the stomach only to swivel to one side and dodge it at the last second.

Ollie was clearly aggravated, while Michael felt somehow invigorated.

Amazingly, they hadn’t yet lost to the Pop 5 within the first minute.

Michael had to wonder if they’d improved as Music Masters far beyond Kim’s original expectations.

But as Ollie grunted with anger, launching another punch towards Michael’s shimmering head but missing completely, Michael made a sideways glance and saw the reason for their equal odds.

At the edge of the conflict, Denny stood uninvolved. She looked beyond unsure, and though Price was visible next to her and Thriller audible in the air, she seemed very unwilling to make a move.

If Michael had a mouth, he might have called out to her for help. She very well might be the only thing they needed to truly turn the tide.

Unfortunately, all he could do was throw a somewhat sad glance at her, before having to focus right back on dance-dodging Ollie’s attacks.

“This ain’t no fight! You’re just like your coward of an uncle!” Ollie loudly exclaimed.

Michael’s eyes narrowed at the insult to Rob, and after limboing under another punch, he decided to oblige.

He went for a hard roundhouse kick to Ollie’s face, only for his leg to be easily stopped in mid-air as a satisfied Ollie grabbed it with his free hand.

There was a light crunch as he smiled and tightened his grip.

The pain shot through his leg, and though Michael tried to break free, Ollie’s strength far exceeded his.

Michael’s eyes widened, and before he could do anything further, Ollie picked him up by the leg and threw him hard to one side.

Air rushed passed Michael’s head, as he flailed wildly before hitting the training gym wall with an audible thud.

His leg throbbed horribly, but Michael still shook his dazed head and tried to force himself to get up.

But pain shot up the limb and stopped him, and as Nathan stomped to and fro like a giant monster in trying to crush Kim, Aeris and Paul dueled in the sky, and Calvin fought to damage Lily in some way, Michael was left staring up at the approaching Ollie.

The cap-wearing leader of the Pop 5 cracked his neck in preparation for the very worst.

Taking in the sight of a now downed and seemingly defenseless Michael, Ollie just smiled.


Calvin roared, his scaly skin unable to completely protect him as Lily’s punch hit home in his chest.

“Hurts, doesn’t it?” she taunted him, her skin having changed from the alabaster hue of before to now a silvery-white diamond.

Calvin took a deep, rumbling breath. His larger lungs sucked in air as his even large muscles rippled at the thought of violence.

“Face it, you dumb dinosaur! You can’t adapt like I can. That’s why your kind went extinct!” Lily explained, even as Calvin tried to strike her again.

She didn’t even try to move out of the way, and Calvin’s claws just sparked harmlessly off of her seemingly unbreakable skin.

The ground rocked from another explosion, as behind everyone, Kim’s Sentonal fought valiantly against the still giant-sized Nathan.

He laughed as he drove his knee into its torso, his oversized boxer shorts billowing upon impact.

Lily and Calvin ignored the titanic fight however, and in an animalistic rage, Calvin leaped towards her and used his massive strength advantage to pin her to the ground.

Opening his mouth wide, he unleashed a torrent of neon energy that violently blasted against her form.

Light flashed as the beam made impact, and for a moment, he couldn’t see if it had just vaporized the girl completely.

But Lily just smiled and shook her head, and though she couldn’t move, her body had already shifted to an azure, glass-like material which proceeded to harmlessly reflect the beam upwards.

As it rent holes into the ceiling, she kicked Calvin right between his legs, causing him to make a loud, growling squeak and forcing him off of her.

Once she was sure she had the advantage again, she walked towards him with a haughty step, laughing at his misfortune.

“No way am I getting on my back for you. Seriously guy, just give up. You can’t beat me! I’m just better, baby. I’m better because I was born this w-”

Lily’s incessant talking finally cost her, as from her blind spot, Kim Ramone let loose a fierce punch that slammed right into Lily’s cheek, knocking her out cold and driving her right into the ground.

She was silent, as Calvin’s monstrous body relaxed the moment he realized she was defeated.

Kim just shook her hand from the blow, still annoyed but now at least a little more satisfied.

“Yeah, adapt to that.” she said, and of course, Lily did not respond.

By this point, Calvin stood up, having shifted back to his human form as he channelled another song effect.

He nodded towards Kim, sighing as the pain in his various limbs remained no matter what form he was in.

“Thanks.” he said.

Kim just seemed unphased. “Don’t mention it. Somebody had to shut her up.”

With that, the two Music Masters turned their attention towards Nathan, fists raised as they charged together with all intention to take him down.

Paul gulped, his stomach turning into a knot as he willed his flying book to dive and roll as he attempted to outmaneuver his pursuer.

But Aeris was nothing if not relentless, her wings carrying her at top speeds as her song literally chased Paul’s in the process.

He has so few options at this point; knowing full well that trying to change song effects in mid-air would lead him to painfully plummet the ground.

Without an ally to aid him in this fight, Paul was in a difficult situation, as Paperback Writer had really no offensive capabilities by itself.

And to make things so much worse, it seemed Aeris had figured that out.

Sweat began to come down his brow, and all of his paranoid thinking cost him as Paul made a bad turn and lost significant velocity in the process.

She was right on top of him before he could even take his next breath.

The boy yelped, as black-gloved hands grabbed him by the nape of his jacket and dragged him off of his song effect in the process.

She crashed him into the ground, pain rocketing through Paul’s body as Aeris quickly moved to pin him with her weight.

All Paul could do was hold his hands up to defend himself, but even still Aeris just punched him again and again, tears welling out of her eyes as all of her accumulated anger came out at once.

She had stopped seeing the goatee-wearing, quiet British boy in front of her, and instead saw the image of the evil that was Craven.

Paul had passed out by the time of the fifth punch, having called out Denny’s name only to receive no response and no aid.

Once she was sure he was down for the count, Aeris found herself breathing heavily, just the slightest hint of blood on her knuckles as she realized just what she had done.

She looked behind her, but Denny was nowhere to be found.

The ground shook again, as now, Nathan had managed to get Kim’s Sentonal to the ground, curb-stomping it again and again until its skull finally broke with a sickening crunch.

As it dissipated from this plane, and Nathan laughed maniacally in a power-drunk state, Aeris switched the song in her ears.

Lightning flashed between her fingers, as This Fragile Breath played around her.

She narrowed her eyes, seeing Kim and Calvin caught in combat and knowing joining them was the only sensible thing left to do.


It had taken Denny a good five minutes to navigate through the chaos of all the fighting, dodging Kim’s massive Sentonal and Nathan’s destructive stomping in the process.

Price bounded alongside her, clearly eager to do something but unable to act without her explicit verbal command.

She had made the decision to betray the Pop 5 long before this, but no surprise, Denny found it a lot harder to actually execute in practice.

As Paul and Lily were dealt with by Aeris and Calvin respectively, Denny opted to ignore Kim and Nathan’s fight the moment she watched Ollie throw Michael so violently against the far wall.

The moment she spotted him in danger, nothing in the world, not even her own safety, was important anymore.

Ollie was steadily approaching the downed teen as Denny tried to close the distance, having told Price to keep up with her and nothing more.

From where she was, she could see Michael; fallen and leaning against the wall, his leg hurt and leaving him completely at Ollie’s mercy.

The leader of the Pop 5’s purple aura flared, but it was clear he was taking his time in trying to finish the boy off.

He was right in saying that his uncle wouldn’t be in time to swoop in and save Michael and his friends.

Denny narrowed her eyes as confidence suddenly flowed through her.

What he didn’t count on though, was the fact that the Pop 5 was about to become the Pop 4.

He was standing just over Michael, fist raised and pulling back just as Denny shouted out loud the moment she thought they were close enough.

“Price, sic ’em!”

The sound of her voice and the command was unmistakable. Ollie stopped in mid-punch.

He had just enough time to turn and look up in disbelief as the shadow of her pet undead werewolf fell upon him.

A second later, and the two of them crashed to the ground, wrestling violently as Price clawed and bit with intent to maul Ollie to death.

If not for Stronger, he would have been mincemeat under its size and weight, comparable more to a large stallion than a wolf.

But because of Stronger, only Ollie’s clothes suffered noticeable damage, as great rents and tears in his hoodie and jeans showed the severe damage Price was capable of.

His jaws might have even gone for the boy’s throat, if not for a well-timed punch from Ollie that sent the big werewolf reeling and managed to knock out multiple of its knife-sized teeth in the process.

Shaking its head in pain, the wolf had little time to react as Ollie stepped on its foot, causing it to yelp and Denny to gasp.

He glared right at her before looping his arm around its neck, beginning to squeeze with all his might despite the great size difference between them.

“Don’t look so down, cause you’re next, you hear?” he told Denny, his superhuman grip quickly choking the life out of her Sentonal.

“And for you, it won’t be as quick.”

Sensing danger for its master, her Sentonal struggled wildly in an effort to break free, one claw slashing again and again at Ollie’s leg.

His grip never faltered however, even as it finally broke through the defensive aura, drawing blood as its paw dug deep into his skin.

Unfortunately for Price, it was far too little far too late, as Denny and Michael both heard a sickening crack as Ollie finally snapped its neck via enormous physical pressure.

When Ollie let go, her Sentonal crumpled to the ground, dead and useless for the time being.

“Price! No!” Denny cried out, as Ollie walked in her direction, hands grasping and ready to wring the life out of her.

There was nowhere to run. Her heart beat back and forth like a drum in her chest, as the boy she’d once called leader prepared to strangle her.

Denny tripped on her own feet, falling back on her bottom as the shadow of Ollie just inched closer.

In the end, her actions had been futile.

All she’d done was prolong the inevitable, it seemed.

Because judging by the look in Ollie’s eyes, it appeared death for Denny might not be from Craven after all.


With Paul and Lily now defeated, all that was left for the combined forces of Kim, Calvin and Aeris was the lumbering monster that was Nathan Ackerman.

Having downed Kim’s Sentonal all on his own, he was now busy playing with the Music Master herself.

For the last thirty seconds, he had been slamming her again and again against the white training gym wall.

His massive fist would have have grinded her into paste by now, if not for the malign influence of Desolation Row that increased her strength and protected her body in turn.

Kim could only grimace through the pain, unable to combat his strength as she took the beating of her life.

Nathan was only distracted from harming her further once Calvin launched neon-red blasts at the giant boy’s ear, singing his skin before zooming back as a huge hand threaten to swat him out of the sky.

Angel in the Night pulsed loudly with its trance beat, annoying Nathan further as he let Kim go and tried to catch the flying yellow and red android in his crushing grasp.

“COME ON!” he roared. “I’ll be sure to SQUASH you quick!”

Sufficiently distracted, Aeris was already at Kim’s side once Nathan had dropped her, helping her up even as Kim tried to violently push her away.

“Don’t touch me!” Kim barked, but Aeris was far from obliging.

“Kim, please! Chew me out later! I need you to distract him so I can get close!”

Kim grumbled, claws splayed out as she put Nathan back in her sights.

“Do you? Fine. Consider this your last favor.”

With that declaration, she charged, leaping forward and landing on Nathan’s exposed knee.

She slashed without abandon, causing the huge boy to groan with pain as he was now tasked with dealing with two bothersome insects at once.

That was Aeris’s cue to make her move, and she ducked underneath a huge fist before making her way towards Nathan’s right sneaker.

As quick as she could, she climbed up his leg, holding on for her dear life despite all of his gargantuan moving and shaking.

When she was finally only a few feet away from his groin, Aeris took a deep breath, gathering as much silvery-blue electricity as she could muster within her palms.

By the time Nathan figured out where she was, Kim and Calvin had already backed off just as Aeris finally let loose.

“Hey King Kong! This one’s for you!” she declared, causing Nathan to look down at her just in time to see her channel all of her lightning into one horribly painful singularity.

What followed was the most girlish scream the three of them ever heard, as Nathan convulsed while all of Aeris’s lightning was forced straight into his groin.

It was a good five seconds of shocking him before he finally fell to one side from the pain, banging his head against the wall and sufficiently cracking one his Z-Phones from the severe blunt force in the process.

Aeris detached from him just in time, as Nathan shrunk to normal size from the loss of his song effect and was reduced to a whimpering, crying mess in the process.

A few moments later, and the three Audio Knights approached to see what had no become of their formerly monstrous opponent.

Calvin in particular took the opportunity to relish in his victory with the one-liner he’d been saving.

“Heh. Who’s the big man now?”

But Nathan didn’t respond, instead remaining in his fetal position and whining through the haze of pain.

Nothing needed to be said further, and three of them looked at each other before turning tail back towards Michael.


As anger seethed through Ollie’s very being, his composure was broken to the point where beating the life out of Denny was now his priority.

Ollie failed to notice that Michael had brought out a new song effect behind him, and he failed to realize it was the same one he’d first witnessed back in that Harlem park all that time ago.




A huge white sneaker landed just at Ollie’s left, moments before he would reach Denny and kill her beneath a flurry of stone-breaking fists.

Ollie turned, noting the form of Michael, now standing on his injured leg with a defiant look in his eyes.

“Oh no. You’re not touching her. Not as long as I’m breathing.” Michael declared, as Ollie just smirked back at him.

“Oh really? Look at big bad Black Dynamite over here.” he said, aura still bright as he debated on who to kill first.

“You really care about this bitch as much as she cares about you?”

Ollie gave Michael a cold and unforgiving glare as the boy’s expression said it all.

“Interesting. Might just be worthwhile killing her first then. Nothing wins a fight more than a morale breaker.”

Michael winced from the pain in his leg, but continued standing as he willed a mental command to his Big YMCA towering above.

He could see his friends approaching from behind Ollie and Denny, but somehow, their aid was the last thing on the boy’s mind.

“You move, and I can’t promise you won’t get hurt. Last chance, man.” he told Ollie, honest to a fault.

Ollie scoffed. “You’re threatening me? You know who you’re talking to?

His stance changed, as impatience finally gripped him.

“Forget it. I’m sick of your mouth. You die first!”

With that, Ollie charged, but instead of becoming a purple blur as before, he suddenly found he was now significantly slower.

Just slow enough for the Sentonal he had dodged so easily some time before.

Ollie’s eyes widened, realizing the injury on his leg just as he saw two of the Big YMCA’s huge hands closing in.

Everyone stopped in place, as a loud smack could be heard and wind pressure billowed out from where Ollie was hit.

The hands moved away, and Ollie stumbled. He was in pain, and certainly angry, but thankfully still intact.

“You’re dead. You hear me? DEAD!” he cried out, all of his rage funnelling into his tone of voice.

But Michael said nothing in response, willing his Sentonal to clap again, this time causing Ollie to keel over from the sheer force.

If not for Kanye West’s singing protecting him, he would have long since been flattened.

Michael knew that, and so did everybody else.

“You stupid disco boy. I’m…I’m stronger. I’m Zero Beat! What are you? You’re NOTHING!”

Ollie’s declaration hit deaf ears. Michael willed his Sentonal to strike again.

Another clap, and Ollie fell to his knees.

He was breathing heavily now, and for a moment, it seemed like he was out of energy.

Then he growled like an animal, leaping suddenly at Michael with hands outstretched and aiming for his vitals.

But robbed of his speed advantage because of Price’s actions, Ollie didn’t even come close to touching him.

Three hands slammed down at once.

Ollie resisted the first two, but the third caused him to violently bounce against the ground.

Then a fourth one came down, and the world turned into a brilliant haze for him.

There was a loud crack, as Ollie’s Z-Phones were finally penetrated from the physical beating and his aura vanished as the song effect was interrupted.

He was left standing, weakly swaying back and forth as he looked at Michael and his Big YMCA in complete disbelief.

“Sorry man.” Michael finally said to him, shaking his head. “Guess you’re not stronger after all.”

Ollie’s head rolled to one side, and his body failed him as severe exhaustion finally took its toll.

Unable to say anything more, he made one last feeble grasp towards Michael, before he fell to the ground, completely and utterly defeated.

Michael Kay took a deep breath.

Somehow, some way, he had triumphed.

He paused the song, as peace reigned in the training room and the other Audio Knights finally had the chance to approach him.

Denny stayed back, however, leaning down and taking the moment to whisper in an unconscious Ollie’s ear.

“Looks like you’ve been struck by a smooth criminal.” she said with glee, before standing up and quite satisfied to leave him in his disgrace.

“We’re all still alive. This isn’t heaven.” Calvin said, as if not believing his own words.
“This is insane. I mean…we seriously just beat the Pop 5!”

But while he celebrated, Kim glared at Denny past him. The girl rightly kept her distance as Kim observed.

“Not all of them.” she said, clearly debating if she should strike.

Michael was sitting again, resting his leg as Aeris channeled the bright vines of Heart of Gold in an effort to lessen the horrible pain from his injury.

“Hey! She just saved my butt, Kim.” Michael assured. “You stay put, you hear?”

Kim nodded him off, but otherwise did nothing to threaten Denny further.

“No, you stay put so I can fix this.” Aeris told him like a worrying mother. “I need you up and walking once Rob shows up. The sooner we get out of here, the better.”

There was a muffled noise as up above, the microphone in the monitoring room was turned on.

Then, a voice Aeris hoped she would never had to hear again spoke up.

“That won’t be necessary. None of you are walking out of here. That I can promise.”

Her expression shifted, and pure fear came into her eyes as everyone turned their attention towards the elevator up ahead.

Even the assembled Pop 5, just coming to after their various injuries and blows, seemed to shudder at the sight of the man who stepped forth from the darkness of the elevator interior.

Followed by the sound of Chapter Four booming in his ears, Nicodemus Craven strode among the teenagers and the aftermath of their battle.

He looked upon them like a tyrant might look upon his masses. Scourge appeared more like a loyal guard than a simple pet crow on his shoulder.

Craven’s eyes soon stopped on Aeris, still in the middle of healing Michael.

“My dear.” Craven said. “Leave him and come. I have little patience today.”

But despite her fear, Aeris continued to heal Michael, not even looking away as she replied.

“No. You and me are finished.” she said, only a slight shudder in her tone.

Craven looked at her incredulously, but before he could say anything further, Calvin was right at Michael and Aeris’s defense.

“Your trump card’s long gone. Aeris is back with us now, so shove off before we make you.”

Looking somewhat confused, Craven initially didn’t understand.

It took him a few seconds to realize what the boy meant, and as he dwelt upon it, he seemed to be deciding his various options before his gaze settled right on the Pop 5.

They were hurt, tired and beaten and some of them weren’t even fully awake.

Nice and ripe. Just the way he liked them.

“Ah. I see.” he replied to Calvin.

His eyes stopped on Denny, noting her as the only one of their number left standing.

Smiling to himself, Craven looked at his bird, whispering his question in a sickly, loving manner.

“Well, I think it’s time, don’t you?”

The darkness beneath him reacted almost instantaneously.

Like a mass of black serpents, tentacles of all shapes and sizes darted forward, grabbing ankles, throats, torsos and other body parts as they trapped the defeated Pop 5 within their grasp.

Denny didn’t even have time to take a last breath, muffling through the blackness that now smothered her lips and nose.

As she and her former allies struggled, and the Audio Knights watched in horror, Craven just smiled wide with satisfaction.

“I’ll only be a minute.”

He licked his lips, almost hissing like a snake in the process.

“…Then I can finally get better acquainted with you oh so wonderful Audio Knights.”


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