DISCLAIMER: I don't own any of these characters


London International Airport

"Just a few more hours and this nightmare will be over," Gage said excitedly waiting in line to buy a ticket home. Shortly after Bruno's plane landed in London, he the other kid agents immediately set off to continue with their investigations, leaving Gage and 12 behind. Seeing how they no longer have a stake at what's going on, Gage decided to go home despite 12's protests.

"I can't believe you're just giving up," 12 grumbled.

"I'm not giving up, it's just that the mission is over. Model 7 is gone so we're done. Mission failed." Gage justified.

"I guess," 12 huffed. While she can see his logic, it still left an awful taste in her processors.

"Next," the attendant called.

"Oh that's us, do your thing 12," Gage ordered ignoring 12's constant complaining. While one would normally need a passport and money to book an international flight, both of which he doesn't have, fortunately his pants can fabricate all the false documents he needs.

"Vhat are you doing here?" Bruno's voice came from behind.

Gage quickly turned around to see Bruno and Jarley standing behind him. "Bruno? Uh other guy?" Gage gulped nervously. "I thought since you and the others are busy that I figured I just get my own ride home."

"You figured wrong, I need you to come vith us!" Bruno demanded. With Jarley grabbing Gage's arm.

"Uh did you guys always have that accent?" Gage asked. "And that weird scar?" he pointed to Jarley's new scar near his eye.

"Too many questions," Bruno sneered. "Just know that your life and your pants are in myn hands!" Bruno said in a far more threatening voice than Gage ever heard before.


Ace found himself standing in front of a normal looking dentist office. "Are you sure this is the place?" Ace asked.

"This is the location in my data base," Hugo confirmed.

"Wow so this is the Nameless Organization's secret Headquarters," Ace said in awe.

"It won't be a secret for much longer," Hugo criticizing Ace's big mouth.

"Ha ha, very funny!" Ace picking up the sarcasm in Hugo's voice. "Okay let's see if they can tell us about that weird transmission."

"Oh look at you trying to use proper words," Hugo teased. Causing Ace to glare at him. Just as Ace was about to open the door, a strange voice came from behind him.

"Oh? You want to know about the transmission?" the voice snickered.

"Who's there?" Ace demanded. He turned to see a suspicious pair of eyes poking out of a manhole.

"I can tell you about the transmission," the stranger promised as he climbed out of the manhole. "Just follow me," he laughed.

Ace gasped staring at what looks like a giant rat man wearing a blackish green coat and pickelhaube helmet. Ace was about to reject the creature offer but then noticed something interesting about him. "Lead the way!"

"Ace what are you doing? This uh guy is obviously suspicious!" Hugo warned.

"I know that," Ace whispered. "Look at his teeth." Directed Hugo to the rat's disfigured yellow teeth. "He's obviously Ned," Ace concluded.

Hugo facepalmed, "Ace this is England. 90% of the population has bad teeth."

"Please, I'd recognize my nemoses? nemosees? Whatever. I'd recognize him no matter what disguise he's wearing. Trust me that's Ned." Ace insisted as he followed the rat into the sewers.

"Famous last words," Huge sighed disapprovingly as his holographic image is dragged in after Ace.


Speaking of the sewers, Penny gagged and groaned as she made her way through the sludge and the grime.

"Can I ask, why are we here?" Codex asked. Thankful that he doesn't have a nose, or a even physical body.

"That transmission came from underground. That why Bruno couldn't get a clear trace." Penny explained.

"If you knew all that, so why didn't you tell Bruno and the others?" Codex asked.

"Because I'm not sure if we can trust any of them. They are all spies after all. Especially that Gage kid. Imagine him insisting that he's not really a secret agent. HA! That's the worst acting I've ever seen! I tell you he's up to something." Penny griped.

"If you say so," Codex responded rolling it's holographic eyes.

"Hey are you doubting my instincts?" Penny questioned.

"A little doubt is a good thing especially in our line of work," a mysterious voice said from within the shadows.

"Who's there!?" Penny demanded. Having Codex shining a light in the direction of the voice. There Penny spotted a a tall lady with teal hair and purple hightlights, wearing a black frilly dress with a lavender shirt.

"The names' Lacey, Special agent Lacey Shadows of MI-13." The woman introduced herself.

"Are you the one who sent the transmission?" Penny asked cautiously.

"No, but I know who did." Lacey claims. "Please come with me."

"Penny, something is wrong! I can't find any data on this Lacey Shadows or MI-13!" Codex warned after trying to verify if she's a real agent or not.

"Look I have a good feeling about her," Penny insisted. She's been desperately looking for a new female role model, especially after what happen with Detective Data, that she's willing to give Lacey a chance. Despite Codex's objections.


Somewhere on London streets

Bruno and Jarley were hurrying along trying to get to Jarley's house hoping to use some better equipment to trace that strange transmission. "Uh sir, are you sure about letting those kids go?" Jarley asked. Referring to Bruno just letting the other kid agents leave after landing without so much as tagging them with a tracking device.

"It couldn't be helped. We don't have time to continue our mission and babysit those rookies." Bruno justified. "Besides if we are investigating the same case, more than likely our paths will cross again."

"Perhaps sir," Jarley seeing his point of view. "But what if they are in league with the culprits? You know like double agents?"

"Then we'll just take them down like any other criminal," Bruno winked. To which Jarley nodded in agreement with that sentiment. Just then Bruno's ears perked up, feeling that he heard something wrong. "Do you hear that?"

"What sir?" Jarley asked.

"Footsteps," Bruno said suspiciously.

Jarley focused in on the sounds noting that there are more footsteps than there should be. "I think that's just an echo sir. That happens a lot in cities with tall buildings especially when there's only two of us out on the streets."

"Maybe," Bruno sounding unconvinced. He then started skipping, then hopping, finally zigzagging.

Jarley eyed him suspiciously. While one would normally think that Bruno is just a kid playing hopscotch or tap dancing, Jarley has been working with him long enough to know that there's usually a method to his madness. "Bravo sir," Jarley complimented as not to arouse suspicion, but slowly lean close to hear Bruno's explanation.

"I think we have company," Bruno whispered to his partner.

"Are you sure?" Jarley asked.

Bruno nodded, "Our 'echo' just missed my last step. We're being followed, either by an assassin or a mime."

"I do hope it's an assassin," Jarley shuttered. At least with assassins they can fight back, mimes just creeps him out. Carefully scoped the area behind them, Jarley spotted someone, thankfully not a mime, but definitely following them. Unfortunately he didn't get a good enough look to identify them. "You think it's one of our new friends?" Jarley whispered not wanting to give away that they aware of their guest.

"Maybe," Bruno responded shaking his head. "For now let's just see how this plays out," he decided. The two were so focused on the threat behind them, that they failed to notice the manhole cover in front of them mysteriously opening up, causing the two agents to fall into the sewers. Where a couple of henchmen knocked them out cold.


Some time later

"Sir are you alright?" Jarley asked trying to wake his young semiconscious partner up.

"I'll let you know after my head stops hurting," Bruno groaned. After trying to move, he quickly realized that he and Jarley tied to some chairs. "Where are we?" he asked as his vision was slightly blurry due to his glasses missing. Though judging by the smell and the sound of leaky pipes he figured either an abandon factory or the sewers.

"Not sure sir, but I'm afraid that we are not alone," Jarley informed him. While he still couldn't see that well, Bruno was able to make out his fellow agents also tied up in chairs. He also noticed some of the goons were in the process of removing Ace's braces and placing them on the table along with Penny's gloves, Gage's pants, as well as some of the equipment that he and Jarley were carrying. Bruno had to give them credit for having the foresight to strip the agents of their gear, something that his usual rouges gallery never do for some reason. The only things they didn't take is his special shoes, the baseball card, and the watermelon gum in his pocket. Bruno surmised that this is because they were only confiscating electronic equipment like his special glasses and the others' AI equipment.

"Gage, I must say I'm surprised to see you stayed for the party. I figured you'd be half way back to the States by now." Bruno trying to analyse Gage's response to see whether or not he's a real agent.

"I was planning to but then you brought me here by force," Gage accused. Still with a nervous tone of someone who really doesn't want to be here. Almost convincing Bruno that he really isn't an agent.

"I never did that. In fact I haven't seen you since we left the plane." Bruno insisted.

"Oh but you did, Bruno the kinder. Sort of." a familiar voice laughed. As a boy resembling Bruno and a man looking like Jarley only with a scar came walking in.

"Wolfgang," Bruno sneered at his lookalike criminal agent.

"And Limburger!" Jarley sounding equally annoyed, eyeing his counterpart.

"Who? Wha-?" Everyone else staring at the two nearly identical pairs.

"Just our evil doppelgangers," Bruno explained to his companions. "Pretty standard stuff when you're a top notch agent," he bragged.

"Meh, I usually have to deal with robots duplicates or evil clones," Penny boasted trying to one up him.

"Awwww, is our pretty penny upset that she just walked into our obvious trap?" Lacey mocked playing with Penny's ponytails. Penny didn't even try to hide her frustration and disappointment that another female agent had let her down.

"My bad guy is a master of disguise, and he dresses up like me all the time." Ace shrugged. "Isn't that right NED!" Ace glaring accusingly at a giant rat.

"I keep telling you my name is Rat!" Rat insisted. Getting really annoyed at being mistaken for someone else.

"I'm not an agent so this is new grounds for me," Gage said nervously. Trying really hard not to wet himself.

"ENOUGH!" a strange pale bluish man wearing a dark reddish cloak yelled. Slamming his fingers on a demonic looking pipe organ. "I can't stand all this chattering!" the man complained.

"Forgive us Baron Vain," all the goons apologized and immediately began backing off.

"Now," Baron Vain circling his prisoners. "I know that someone sent out a strange transmission from my lair, but what I don't know WHO SENT IT!"

"Why ask us? We weren't even in London until a couple of hours ago." Penny argued.

"I know that!" Baron hissed. "But since you all answered the call, then you must know who sent it?"

"I bet it was Lacey Shadows. She's always doing suspicious things." Rat accused.

"As if rodent," Lacey slapping Rat's helmet off.

"I'd put my money on Wolfgang, he's always stabbing me in the back." Bruno joked.

"Hey I'm paid to stab you in the back. And the front, and the sides, and anyvhere really." Woflgang joked while playing with a knife.

"I say it's Ned," Ace said still thinking that Rat is Ned.

"I really have no idea what's going on here," Gage whispered.

"ENOUGH!" Baron Vain roared. "If none of you will tell me what I want to know, then I'll be forced to use drastic measures. Lacey! Get me the truth serum!" he ordered.

"There's no such thing as truth serum," Jarley blurted out causing everyone to look at him. "It's true. Truth serum is just alcohol meant to get a person drunk enough in order to get them to say something that they shouldn't. I'm telling you all this to help you get better mentally prepared." Jarley explained to the kid agents.

"He's right," Baron confirmed. "We just tell people it's truth serum to trick them into talking."

"Well that just ruined 60% of my favorite spy movies," Bruno joked.

"Now what can I do to you now?" Baron pondered.

"You could let us go?" Bruno suggested.

"Funny," Baron chuckled. "But I think I'll use this instead." Showing a large, very intimidating syringe, filled with a brownish greed liquid! "This is my own special blend of cyanide, cobra venom, with a hint of kool aid." Baron lists off.

"Ah the old slow acting poison that will kill us in an hour if we don't get the antidote." Jarley concluded.

"One hour? Why so long?"

"Most agents have been trained to resist torture and death threats. Even so, about an hour or so in, the thought of one's morality kicks in and they break down." Jarley explained.

"Man you're just one big exposition dump aren't you," Baron said.

"I am the most senior member of this group," Jarley justified.

"Whatever," Baron brushed off and proceeded to inject the kid agents with his poison. Starting with Bruno.

"Wait before you do that. Can I have some gum?" Bruno pleaded. Reaching into his pocket, he pulls out a pack of watermelon flavor gum.

"Why?" Baron asked.

"I'm just a little kid. I can't get a shot unless I'm chewing on some gum." Bruno putting up a sad puppy eyes routine.

"Fine," Baron allowed.

"Thanks," Bruno said popping some gum into his mouth. "Anyone else?" he offered. Jarley politely accepted one as well after recognizing the scheming look in Bruno's eyes.

"I'll take one," Ace eagerly wanting to take advantage of not having braces.

"Sorry I'm too nervous to eat," Gage rejecting the offer.

"I don't like gum," Penny sneered. Believing that the gum might be another trap.

"Too bad, gum really helps reduce stress." Bruno said as he began chewing on his gum. With that out of the way, Baron injected the poison into Bruno. Bruno pretended to be in great pain and even crying for mommy for added effect.

"Alright who's next?" Baron turning to Gage.

"Wait no! I'm not an agent! I'm here by accident!" Gage cried.

"Geez have a little dignity," Baron criticized as he administered the shot.

"Hugo number..." Ace tried to give a command. Only to remember that he doesn't have the braces anymore. And even if he did, it wouldn't work since the gum would be gumming up the circuitry.

Penny offered no resistance and kept a calm composure. "Wow, you're taking this way better than your friends," Baron praised.

"That's because I'm a professional," Penny bragged. Shooting a smug glance at her male companions. Who were still crying about their impending deaths. Including Jarley even though he's being very monotone about it.

"Lacey! Rat! Take the prisoners to the cells and watch them closely. Inform me at once when they are ready to talk!" Baron ordered.

"Yes sir!" Rat and Lacey saluted before escorting the agents to the prison. Locking them in individual cells. "If you want the antidote you better fess up," Rat laughed.

"You know, death is starting to look preferable to hearing your voice!" Bruno mocked covering his ears.

"He's got you there," Lacey laughed as she turned to leave.

"Hey where are you going?" Rat demanded. "They Baron ordered us to watch them!"

"You watch them! Unlike you I have more important things to do than babysitting prisoners," Lacey scoffed.

"You're so not more important than me!" Rat shot back. Completely ignoring him, Lacey walked off. Enraged, Rat quickly followed her voicing his objections.

After they left, Bruno quickly took off his shoes. "Alright guys we only a about an hour to get out of here and you know live," he reminded them. Opening up his shoes, he revealed his mini medical kit.

"What is that?" Penny asked.

"A mini medical kit. A must have for all top agents." Bruno sounding like a salesman giving a pitch.

"Does that mean you have the antidote?" Gage asked hopefully.

Using a test strip, Bruno wiped the area where he got the injection to check for what type of poison the Baron used. "Sadly no," Bruno said sadly seeing the results of the test. "But this will help." Handing out a pill to each of his companions. "This is a special all purpose antitoxin. It won't cure us but it should give us an extra hour." Bruno explained. "Hopefully," he added.

"Hopefully?" everyone questioned.

"Hey I'm secret agent, not a doctor." Bruno argued.

"Good to know," Penny said critically as she swallowed the pill. "So any ideas on how to get out of here?" Bruno answered that question by simply pushing his door open, with Jarley opening his door just as easily. "How did you do that?" she wanted to know. Pushing on her door trying to open it as well. Only to find it locked tight.

"Easy, I jammed my gum into the lock." Bruno showing the wad of gum in the strike plate.

"Oh was that what the gum is for?" Ace gulped, swallowing his gum.

"I'm surprised that you didn't do this as well, it's the first thing they teach you in spy school jailbreaking class." Bruno kid, as he's not sure if there really is a spy school.

"I think I was absent for that class," Penny grumbled. Recalling how she'd skip certain classes so that she can spend more time in the combat simulator. Rolling his eyes, Bruno pulls out his baseball card from his pocket and uses it to pick their locks. "Now how did you do that?" Penny getting really frustrated how Bruno is outshining her.

"Bulletproof baseball card, a must have for all super spy baseball fans." Bruno showed off after opening the last cell. Even though Bruno initially thought that a bulletproof baseball card is one of Harris's dumbest ideas, even he had to admit that they've proven to be useful on multiple occasions. "Alright, let's hurry and get..." BONK! Bruno hitting his head on a low hanging pipe.

"Are you alright sir?" Jarley rushing to check his young charge.

"Sorry, no glasses," Bruno trying to play off his clumsy accident. While not his intention, it did help ease tension as even Penny is laughing at him.

"Well we better hurry and get your corrective lens back," Penny suggested. Penny quickly took point, scoping on up ahead, making sure the coast is clear before signaling the others to follow. Luckily for her, the combat simulator at HQ usually have her train in the labyrinth stage so it's easy for her to make her way through the sewers. She quickly led them back to the room they were in before, and just as luck would have it, the villains left all their gear here, unguarded.

"Does anyone else feel that this is like...a trap?" Gage observed nervously.

"I'd have to agree," Bruno said. Squinting his eyes, trying to get a better view of the situation.

"Oh come on, you guys are just being paranoid!" Ace scoffed. Ignoring their protests, and common sense, Ace confidently and arrogantly walked over to the table and picked up his braces. "See," he said to his companions.

Reluctantly Penny, Bruno, Jarley, and Gage joined him. As they were just about to reclaim their gear; Lacey Shadow, Rat, Wolfgang, and Limburger entered the room talking about securing the spy gear when they noticed their prisoners standing there! "How did you escape?" Lacey demanded as the villains all drew these strange looking guns and pointed them at the agents, plus Gage.

"I'm sure it vas Bruno. No cage have ever been able to hold him." Wolfgang concluded.

"Ooh Baron will be so proud on me," Rat squealed.

"You mean me," Lacey moving forward to recapture their prisoners.

"Oh no you're not getting the credit this time!" Rat, Wolfgang, and Limburger threatened. Pointing their guns at her as well.

"By all means, you all take care of this." Lacey backing off into the background.

Quickly Ace shoved the braces back into his mouth, Penny puts her gloves on, Jarley pointing his rocket gun pen at the villains, while Gage was having a hard time putting his pants back on.

"Ah it's good to be back," Hugo cheered.

"True that," Codex agreed.

"Hugo number..." Before Ace could finish. Lacey shot her tazer at her companions in the back knocking them out.

"Lacey!" Penny hissed activating Codex and engaging holo-shields.

"Oh don't be like that. We're here to help you." Lacey winked.

"You expect us to trust you?" Penny demanded.

"And what do you mean we?" Bruno asked looking around for anyone else.

Lacey answered their questions by spinning around, transforming into woman with long pink and purple hair with orange highlights. Wearing a white mod mini-dress and white knee-high boots. The gun she was holding also transformed into a small oval shape bucktooth robot.

"Wow, you could give Ned a run for his money," Ace complimented.

"Names Agent Xero and this is my molecular partner Mole." Xero introducing herself. "We're with the Modifyers."

"Modifyers? That's impossible!" Jarley gasped.

"You know them?" Bruno asked.

"They used to be a special unit of undercover agents, but they were disbanded after it was discovered that several of their agents were compromised. Their very existence have been erased from all records." Jarley reported.

"So that's why I couldn't find them on file," Codex noted.

"We weren't compromised, the government was! We learned that too many politicians were in Baron Vain's payroll so we decided to go underground. We still operate as informants to other agencies. Like G.L.O.B.E. and HQ." Xero insisted.

"You're the one who sent the transmission," Penny realized.

"That I did," Xero admitted. "But I swear I didn't know that Baron was on to me until he ordered us to hunt you down."

"If you really are on our side, can you do something about the poison?" Gage begged.

"Oh right, Mole cough it up." Xero slapping the little robot on the back, causing Mole to spit out a small box. "Here's the antidote," Xero opening the box, revealing six small syringes filled with a suspicious yellow liquid.

"Oh thank goodness," Gage breathing a sigh of relief. But just as he reached out for one of the syringes, Bruno immediately snatched the box.

"Okay I'll just hold on to these until we've tested them," Bruno explained.

"Suit yourself, but remember you're on the clock." Xero reminded him.

"Noted," Bruno acknowledged. "Now how about why you wanted to contact us?"

"Right, Mole," Xero directing everyone's attention to the robot.

Mole cleared its throat before telling its tale. "Several days ago an unknown entity tried to steal me. Saying that I was the perfect accessory to his plans. Somehow he knew exactly where I'm stationed, my abilities, and my designation number. That's top secret stuff. Especially since the Modifyers have 'officially' been disbanded years!"

"We have heard that who ever is stealing the spy equipment have been able to hack every intelligence agency in the world," Bruno recalled.

"That could explain it," Mole nodded. "Anyway, whoever it was tried to hack my systems, but I turned the tables on them by infecting their systems with a computer virus Baron Vain was developing." Mole said proudly.

"Congratulation," Penny praised. "But how does that help us on our mission?"

"The virus has a special tracking program embedded in the code. If the infected equipment is logged on the internet you'll be able to find him with this." Mole handing Jarley a memory card.

Against his better judgment, Jarley plugged the memory card into his mini-computer. After putting up the toughest firewalls, he accessed the card. "Who ever it is, they are somewhere in central Canada near the American boarder."

"That's our next destination," Bruno decided. "Are you coming?" he asked the other agents.

"I guess," Penny pouted. While she would prefer to do this on her own, it is quicker and more effective to just accept.

"It's a free ride," Ace shrugged.

"We'll see this through the end!" 12 deciding for Gage.

"At least it'll bring us closer to home," Gage sighed.

"If you take the south west tunnel, it will lead you to the airport exit." Xero advised.

"You're not coming with us?" Penny asked. Her opinion on the undercover agent has greatly improved.

Xero smiled affectionately. "Sorry dear, but I still have a job to do here. Speaking of which." Xero noticing that her cohorts were coming to.

"Are you sure it's safe for you to stay? What if they suspect Lacey Shadows of helping us escape?" Penny pointed out.

"Don't worry about Lacey, this isn't the first time I needed to cover up a break out." Xero transformed back into Lacey, only now she had tattered clothing, a black eye, and blood coming out of her mouth. "Plus Lacey is the Baron's favorite, he won't be mad at me for long." Lacey laid down on the ground pretending to be knocked out as well. Seeing how their business here was done, the agents quickly made their egress.

Some time later, Baron Vain was furious that the agents escaped and demanding an explanation. Naturally Rat accused Lacey of being a traitor which she naturally denies. Normally Baron would ignore such accusations against his favorite henchwoman but this time Wolfgang and Limburger began questioning the fact that they were shot in the back!

Realizing that they might need an alibi for just such an occasion, they made fake security video of Agent Xero fighting Lacey (Mole wearing a teal wig). With Mole making a quick edit to include the kid agents in the background, to make it appear that the fight just happen. Despite being one of the worst choreographed fight scene, Baron was convinced that Lacey is innocent and that Agent Xero sent the transmission. Much to the chagrin of his other henchmen.

With that resolved, Lacey snuck off and turned back to Agent Xero to check up on the kids. Much to her relief, records show that the G.L.O.B.E. jet safely took off without any issues. Xero looked up into the sky, silently praying for their success.


A/N: Agent Xero is from the rejected pilot The Modifyers which you can watch on Youtube.