The woman ran as fast as she could, a metal case in her hands as a truck chased her through the alley. She knew that there was no escape if they trapped her this time. She bumped into a pile of garbage, got back up, ran towards a wash, and climbed down. She was needed somewhere else, and now was not the time to be chased by Chronos.

The truck swerved down into the man-made valley, and stopped in front of her as a tall man stepped out. "Give it up McCloud. There's no escape. Give us the case, and we'll let you live."

The woman shook her head, backing away. "No, you're monsters. You killed the knowledge of the universe! You don't even deserve to exist!!"

The man laughed at the woman's restistence. " And how would you, know that?" He sneered at her with an evil look in his eye.

"Because, I hold that knowledge in my hands. Because you killed the greatest scientist in the cosmos. And above all, I lost my father to your extermnation of the Guyvers."

The man stopped laughing, and realized that the woman standing before him was no ordinary human, nor was she one of his kind. "No, we killed all of them."

The woman glared at him as her eyes flared brightly. " Not all of us." Her skin turned a dark pink, her lab coat tearing to shreds as her skin expand. Her skin seemed to harden into armor, and her face changed into a helmet, a alien being standing in her place. Prongs on both her arms extended out into blades as methene expelled from her face.

"Oh shit. She's a Guyver. Striker!!"

A black man climbed out of the truck and walked up. "Yo, what's uuuuuuu... Oh shit!!" he yelled at the sight of the alien. "One of them again?!! No way man!! I am not fight that thing!! Word buddy!! Pull the orb!!" He ran back into the truck, and slammed the door shut as the man smiled. "Pull the orb, right. You picked the wrong man to mess with, Danara!!"

The woman backed up, clutching the case tightly. "You can't have it!!" She kicked him iin the face, sending him flying against the truck.

"OOOWWW!! Damnit!!! You just signed your funeral bill bitch." His clothes ripped apart, his body changing into a massive creature. "You don't mess with the Zoanoids!!"

Danara backed away. "This is it. Time to keep my promise." She looked up at the street, and saw the man she was looking for, pulled back, and flung the case into the air, sending it flying towards him. That should keep the unit out of their hands for awhile.

Danara turned back to the monster and went into a fury of punches and kicks. The Zoanoid was dodging and blocking the best he could, but nothing could beat the speed and power of a Guyver, esspecially a pissed off one. He punched her in the ribs, and was repayed by a slash in his face. Danara kicked him in the gut, causing him to double over, and she ran off towards the wall. Suddenly, a black armored being landed in her path. "Nice try McCloud. But that wasn't the only unit we had."

She stared in horror at the being before her. "Oh my god. A Guyver-Zoanoid." Blades extended from the thing's wrists, and it stabbed her in the lungs. " AAAAAHHHHH!!!!"

The Zoanoid's eyes flashed red as blood poured from the wound. "Never cross Chronos, cause you'll end up like the rest, bitch." He pulled his blade out, and watched her collapse to the ground. "Give my regards to excintion."

Alliance Pictures Presents

An RF Production

A Christopher Blair Film

Christopher Blair

David Hayter

Constince Stevens

Executive Producer
Kelly Lea Harris

Costume Designer
Matthew Stevens

Visual Effects
Digital Domain

Music By
Christopher Blair

Director of Photography
Brandon Erwin

Film Editor
Timothy Kirby

Based on
Bio-Booster Armor: Guyver Takaya Yoshiki

Screenplay by
Christopher Blair

Casting
Michael Miller

Directed by
Christopher Blair

Matt Reeds looked at the device he had found. The night had been a nightmare. After that fight he had seen, this case had landed right at his feet. The device inside was just as Dr. McCloud had described. "So this is Unit-G. Not much to look at." He noticed a note attached to the inside of the case.

"Hello, what's this? 'Agent Reeds. If you are reading this note, then I have been captured by Chronos. The device that you see before you is the Unit-G, or Guyver Unit. This small device is a biological weapon, a living armor, built long ago by an alien race that is by now, extinct. That race intended this weapon to be a defense system only, not a object of war. I have been working on a new version in my personal lab, and have completed this "Version 6" unit. The Guyver unit that is in this case is one of the fifth, and final versions built. It is the strongest version yet. I ask that you please take this device to my son, Max, and tell him not to be worried. Sincerely, Dr. Danara McCloud.'"

He thought hard on what to do, and finally decided to honor Dr. McCloud's request. "Now all I have to do is find her son."

The bell rang and students piled out of the room. "Don't forget to bring your permission slips in tomorrow!" The teacher called to the rushing students. Only one other person besides herself was left in the room. "Max McCloud, do you ever leave at the bell?"

The boy looked up, and then at the clock. "Hm, oh. didn't hear it." He piled his books into his backpack and walked towards the door.

"Max, hold on. I need to talk to you."

Max sighed and walked to the teacher's desk. "Yeah?"

"Max, why is it that you're pretty much the one in this class, who actually seems to be interested in this? I mean, there's nothing wrong with it, but you're the only one who's got all A's in this class, has all honors and advanced placement courses, and, has been offered a scholarship to Berkley in only your sophomore year. You'd have to have an IQ of 160."

"Actually, 350."

"Right, 350. The point is....." The woman stopped at looked at Max with surprise. "Wait, 350?"

Max nodded. "Yeah, that's what the tests say."

The teacher sighed. "And you're in high school. Okay, someone screwed up."

Max smiled. "Nope. My mom told them to put me through at a normal pace."

"Okay, that clears that. Your mother is the best geneticist in the country, change that, the best in the world. It figures that you would breeze through biology."

Max sighed. "Can I go now?" The teacher looked up. "Sure."

Max walked out the door and headed to the large quad, where he started talking with his friends.

"So anyways, Melissa grabs the phone, calls the store, and asks if they've got her dress in. It's like, what the hell. You don't do that on date, especially if it's at my house."

Max shook his head as he heard the tail end of the story. "Have problems with the Pom-Pom Queen again, Mike?"

The teen turned to Max. "Yeah. Hey, aren't you going for that Matthews girl? You've been eyeing her for awhile now."

Max shrugged. "She's my friend, nothing more than that."

One of his friends noticed a girl walking towards them. "Speaking of which, guess whose headed our way?"

The one Max had called Mike whistled. "Go ask her out, Max."

Max shook his head. "Uh uh."

Mike pushed Max towards the girl, a smile on his face. "Ask her. I know you want to, so just do it."

Max resisted against Mike's pushing. "Mike, no. I....."

The girl turned to face Max. "Hey Max. What's up?"

Mike smiled at the two, and the girl was confused. "What's so funny?"

Max started to blush. He turned around and stared at Mike. "Thanks alot Slock."

Mike grinned. "Just ask her out and get it over with."

Max sighed. "I'm going to get you for this."

The girl was smiling. "Get him for what?" Max turn to face her, his face a bright red, and the girl started giggling. "Max, you look like a tomato. What's wrong?"

Max built up the nerve and opened his mouth. "Well...Um.. I was wondering if you...uh..."

The girl smiled. "Max McCloud, you saying you want to ask me out?" Max's face was catsup red by then. All he could do was nod. Mike started chuckling at him. The girl looked at Mike. "You got it Max." A wide grin was on her face, and Mike smiled. "Terra, you have such a way with him." They both started to laugh as Max looked back at the tree, and saw one of his friends point his way to a man with a leather jacket on. The man nodded and walked towards the small group.

Max turned back to Mike and Terra, and the man tapped Mike on the shoulder. "Excuse me, I'm looking for Max McCloud."

Mike nodded at Max. "Max, someone here for you."

Max nodded at the man with mild intrest. "What do you need?"

"Can I talk to you, in private?" the man asked, and Max nodded. They walked over to the office building and walked in.

"I'm Matt Reeds, I work with the CIA," the man said, introducing himself as he sat down. "Max, your mother was Danara McCloud, correct?"

Max nodded to him. "Yeah, why?"

The man sighed as he explained. "Well, she was supposed meet me last night. Do you know anything about it?"

Max shook his head. "Nope, I was at a friend's house last night."

"Well she called me and said she had something from Chronos. Some kind of, Bio-weapon. She called it ' Unit-G'. Know anything about that?"

Max was confused. "Sorry, never heard of it. But mom was always secretive about her work. Why?"

Reeds scratched his head as he answered. "Well, she told me she would bring the thing to me for better study. She never made it. I don't know what happened, but last night, I saw some kind of fight, and this case landed at my feet." Reeds said as he set a metal case on the table and opened it. "This device was what was inside. There was a note that said to give this to you. My guess is she found out something Chronos didn't want her to know."

Max picked up the object. "What is this thing? Some kind of alien, power battery?"

Matt shrugged. "I don't know. But the note seemed to say that your mother believed it was some kind of defense system built by an alien race. She called it the Guyver. I looked the word up, and it means 'out of control' in Japanese. Why would Chronos want that kind of thing?"

Max shrugged. "Well, they're a genetics company, so who knows." He put the device back in the case, and Reeds couldn't hold out any longer. "Max, I think Chronos killed your mother. I went down into the wash after these, creatures left. There was some sort of, armored body there. I checked it and the thing had no pulse. That person must have been your mother."

Max almost collapsed. The last sentence hit him hard, he didn't know what to say. Matt looked at him.

"The note said that you shouldn't worry. She must have had some kind of plan." Matt thought about what had happened to his brother, Maxwell, two years ago. He had been working the same case, and no one ever heard from him again. If Chronos was behind Max's disappearance, then they must have killed Dr. McCloud, he thought.

"Max, you mother mentioned that she was building a new Guyver unit in her lab. If you find anything that can help in this matter, call me." Reeds handed Max a card, and the boy nodded as he slid it in his pocket.

Mike watched as Max walked back to the group. "What was that about?" he asked.

Max dropped his head. "My mother. She's dead." Terra stared at him. "Max, what happened?"

He sat down and retold what he had heard. Terra and Mike listened as he explained the whole thing. "So they think Chronos is behind her death? Wouldn't surprise me." Mike exclaimed.

Terra put her arm on Max's shoulder. "It's alright. They'll get who did this." Max shook his head. "I doubt it. Chronos has more money than Fort Knox. They're worldwide. Getting the best lawyers is no problem for them. It'll probably never go to court."

The office let Max go home early so he could get his things together. Sean Barker, one of his mother's friends, had said he would watch Max for the time being. Max rode his motorcycle out of the parking lot and drove home. He was packing his stuff up, when someone knocked on the door.

"Max, it's Terra." Max opened the door and Terra smiled to him. "Max, I want you to know that my dad is willing to let you stay at our house."

Max nodded. "Thanks Terra. Sean's going to be over in awhile to pick me up."

Terra nodded. "Here, let me help you get packed." She pulled out his stuff, and came across a pendent with a emerald in it.

Max sighed and took it. "It was my father's."

Terra saw the sad look in his eyes. "You never really knew him, did you?' Max sighed as he nodded. "He died when I was only two years old, some kind of accident. He was doing some work for the Tempest Corporation, when a faulty system exploded, and killed everyone in the room. All I remember was that Mom didn't believe it was an accident."

Something sparked between them when his hand brushed Terra's. Max shrugged it off, and resumed packing. They both heard a knock at the door. "Must be Sean." Max walked out and saw his old adopted uncle.

"Hey Max. Got your stuff ready?"

Max nodded as he turned back towards his room. "Almost. Just got to get some things from Mom's lab." He walked down into the basement, and turned on the lights.

Sean went into Max's room and saw Terra packing stuff. "Hey Terra. Here, let me get that."

Max was about to leave the lab, when he saw a strange glow from one of the containers. He opened the lid, and took out the object. It was almost an exact copy of the device Reeds had shown him. He ran back upstairs, almost bumping onto Sean. "Whoa. Hey Sean, ever seen something like this before?"

Sean stared at the device with horror. What did his mother get into? Sean shook his head, not wanting to find out how Danara had obtained the unit. "Sorry. Something your mother was probably working on."

The three carried Max's belongings out to Sean's car, and loaded the back seat up. Terra looked at the motorycle resting in the driveway. "You taking that hot rod?"

Max nodded. "No way I'm giving that to someone else." He grabbed his helmet and turned the ignition key on the bike, looking back at Terra. "See you Monday."

Terra smirked. "I know it's probably not the right time, but what about that date?"

Max hit his head. "That's right. Um...How about tonight? I could use some cheering up." Terra nodded. "Tonight it is. What time?"

Sean smiled as he listened to them. "Max, last I recall, you weren't ready for this sort of thing. What changed your mind?"

Max smiled. "Mike Peters."

Sean chuckled at the name. "Sounds familiar. His uncle's the one who had hooked me and Mizky up."

Max shrugged. "Must run in the family." He turned back to Terra. "What time? Say, what, six?"

Terra nodded. "Six it is. And bring the hot rod."

Sean grinned. "Terra, which hot rod you want him to bring?"

Max shot a nasty look at Sean. "Very funny."

Terra just smiled. "The Cyber Runner hot rod." She walked off, giggling to herself.

"Thanks a lot Sean."

The man laughed at his friend. "Well, you have to wonder want she means when a girl says ' bring the hot rod'. Don't worry about it. You just be on time for her. She's a cute one Max. If I were your age, I wouldn't mind asking her out myself."

Max started to blush again, and Sean just started his car. They both drove off, leaving Max's old home behind.

"I want results, not excuses Colt, you hear me?!! That unit is a one of a kind right now. I want it found, immediately!!!"

The teenager getting yelling at sighed to the older man. "Commander, I can't be expected to be responsible for Risker's men. You want results, yell at him, not me."

The man nodded slowly as he calmed down. "I'm sorry Colt. It's just that it's getting so annoying. First that, Fukimachi kid gets one, and now I find out that the Guyvers aren't wiped out!"

Colt sighed again. Putting up with these people was a bit annoying to him. "They are now. Danara Taikatia is dead, the last of that ancient race gone forever. Chronos has nothing to worry about."

The commander decided to calm down as he thought for a minute, then looked at the boy. "Colt, get me Professor Nilwin. Tell him to cook up a team of Hypanoids. I want that unit, and so does Kronos."

Colt nodded. "Right away, Commander Gyro." He walked out of the office, leaving Gyro to himself.

It was about 5:50 when Max pulled up to Terra's house. He walked up to the door and rung the doorbell. The door opened, and Terra's father smiled. "Max, come on in. Terra'll be down in a minute."

The boy smiled as he went inside. Kevin, Terra's older brother, and his wife Alice were talking to his mother. "...And so.. Hey, if it isn't Max the Cyber Runner. Taking my sister out for a ride?"

Max nodded, trying not to blush again. "Yeah, going to go see that new Star Wars movie." Kevin smiled. "Yeah, we just saw that movie. Better than the last one."

Max shrugged. "Well...Oh, how's little Mark?"

Kevin grinned. "He's great." Then he dropped to a lower tone. "Listen, I heard about what happened to your mom. That really bites. I hope Chronos gets what's coming to them, damn wann'a be gods."

Terra's mother scolded him. "Kevin!"

"Well, if you had heard half of what I have, you'd think twice about that damn company," Kevin said in defense." I heard they were doing some weird experiments on people. Anyone remember that Guyver guy? I heard that he's an escaped experiment, trying to bring them down for what they did to him. All I can say is, good luck to him."

Max sighed. Then he looked up and saw Terra come down the stairs.

"Hi Max. Hope I didn't over do it." Terra was wearing a light blue blouse, with a pink ring around the collar, and a sea green skirt.

"Honey, that's perfect. Just make sure that skirt doesn't come off."

Terra shot her father a shocked look. "Daddy! This is Max I'm going with!"

Her father smiled and chuckled a bit. "I know, I know. Just be back before ten, alright?"

"Right dad. Come on Max." They walked out to his bike, and Terra put on the helmet Max had brought for her. He started up the bike, and pushed off, roaring down the street.

The house was a wreck. Drawers were all over the floor, walls torn out, cabinets smashed to pieces. Zoanoids were all over, searching for anything that would help them find the unit. One of them walked up to a door, knowing none of them had been up there. He smashed it down, and suddenly yelled in terror. "Commander!!! Up here!!"

Oswald Risker walked up to the doorway. "What is it?"

The Zoanoid pointed in the room. "I don't think Taikatia was the last one sir." Risker looked in, and his face went white. "No. This is worse than I thought. Get Gyro on the line!!" He walked out and down the stairs. Then he noticed something. He looked at the pictures on the wall, and saw Danara, her husband, and....."A boy. She has a son."

Risker gowled, not very positive about the situation. "This wouldn't be so bad if Taikatia's child were a girl, Bars."

The Zoanoid looked at him. "Why?"

"Because, a half human female Guyver has less power, having more human DNA. But a boy....The son of a Guyver woman, such as Taikatia, would be about two thirds Guyver, one third human, therefore, his DNA is dominated by the Guyver gene. There's enough human DNA to make him human form, but his powers would be greater than a full blooded Guyver, mostly because his father had been exposed to a unit. But the mother's DNA is prevalent in the case of a son. Now we really have something to worry about."

Risker looked back at the pictures, and smashed his fist into one of the framed photos. "Who ever you are, I'll kill you."

The two teens rode down the street, leaving the theater. Max slowed down to turn into an alley, and Terra smiled behind her helmet. That smile vanished as she heard a loud pop, air leaking from the tires. Max slowed the cycle down, and stopped the motor. "Ah shit. Hold on Terra."

Terra nodded as Max got off the bike and checked the tire. "How bad is it?"

"Damnit," Max said as he came back up. "We're going to have to wheel this thing into a shop."

Terra suddenly stiffened. "Um, uh, Max..."

He looked behind his back, and turned to face eight men walking out of the alley.

"Nice bike. Bet you paid a lot of money for it."

Max just stare at the thugs. "No, I built it myself."

The man whistled as he looked the bike over. "Good job. Thanks for bringing express delivery." He swung at Max, only to be thrown into the garbage.

"Don't touch the Runner." Max said with a fire in his eyes.

"Max, let's just get out of here."

Max grabbed the handle bars, but was tossed into a wall. "AAAAHHHH!!!"

Terra screamed at them. "MAX!!! Leave him alone!!"

One of the men shoved her into a pile of trash, then turned his attention back to Max. "Come on kid. Give us the keys." Max kick the man in the face, and was punched in the stomach. Max swung at the man who hit him, and was thrown at another wall, his sleeve tearing off.

"Now, about those keys."

Terra watched as they closed in on the teen. "Max...."

"Oh, and if you're waiting for that, Guyver freak, don't bother. He hasn't been around in a year."

Max wiped the blood from his mouth, the word Guyver echoing in his mind.

"Come on, give me the keys kid."

Max sputtered out words, trying to make sense out of them. "G-g-g...G-g-guy...." It started to come together, Max understanding it, but not comprehending what it meant. "G-g-g-guyv-vv-vv..." He tried to say the word, and was tossed back at his cycle. It screamed into his mind, pushing out of his very soul. "GUYVER!!!" A flash filled the darkness, lights burning out. Max's hands turn black, and puffed up. His shoulders expanded and ripped through his jacket. Arms bulged, double prongs extending on both arms as calves ripped his pants apart, the fabric falling to the ground.

His chest tore through his shirt, the jacket tearing off his back. His skin hardened, two cord connecting to the back of his neck. The clothes fell off his body, revealing a skin of armor. Three melted looking things came out from the back of his neck, covering his face, and he grabbed his forehead, a glowing orb shining in the dark. He collapsed, lying still.

"Damn, I think we killed him."

The body suddenly pushed up, getting to it's knees, and standing to full height. Methane expelled from two outlets on the sides of where a mouth should have been. The orb flashed, insectoid eyes lighting up.

"What the hell is that thing?!!"

One of the thugs pulled out a thick stick, and snarled. "Whatever it is, it ain't going to be around for long." He swung at the thing, broke the stick, and got a fast punch in the stomach, flying back into the wall, and a sickening crunch coming from his back.

One of the thug's companions picked of a piece of wood, and met the same fate, sailing into a pile of garbage. They went flying, one by one, until only two were left.

"So you going to get Kung-fu huh? HHAAA!!!" The thug pulled out a pair of mini nunchuks, and swirled them around. "Wha, yo, heya, whooo..." The 'chucks flew out of his hand, and the man search himself again. "Um, ah, Ha!!' He pulled out a switchblade, the creature taking a defensive stance. "Ho, ho, ho, ho, ho, whoa..." He tossed the knife back and forth between his hands, and it sailed over his hands, leaving him weaponless.

"Um, oh shit." He tried to run, but the being grabbed him, holding him up. "Hey man, I was just playing with you, alright?"

The being spoke to him with Max's voice, not very happy. "Then let's play!"

The man's face flushed white as he realized what was about to happen. "Oh shiiiii!!!!!" He went flying onto a trash can, and landed face first.

The last remaining thug whipped out a gun. "Okay mister Robocop, you're going down!!" He fired at what Terra now took to be Max, the bullets bouncing off his armor. Max, or at least what was Max, brought his hands down. The man pulled on the trigger again, but only heard a click. "I ain't got no more bullets."

Max grabbed the gun barrel, and actually bent the lead tube down. "Correction. You're going down."

The man dropped the gun, was grabbed by the neck, and tossed into a garbage pile. Max walked over him, picked him up by the throat, and brought his fist back, two blades extending from his right arm.

"Max, don't!!" The man ducked as Max swung his fist, the blades cutting into the wall. He fell and picked up an old silver tray, Max's reflection in the polished metal. "Hey, you guys come in peace and all that, right?"

Max stared at his reflection, and has in horror at what he saw. "Oh my god." He grabbed the tray, horrified by what he was seeing. "Oh my god, what happened to me?"

The man ran off, leaving Max and Terra alone. Max dropped the tray, and grabbed at the armor that was his skin, trying to pull it off. "No, please, oh god, no!!! NNOO!!!!!"

The armor shrank back into skin, the helmet breaking back into his neck. He collapsed, the only remaining piece of the armor covering his entire central body. Shoulders, leg joints, they were pure black, encased in the same armor that had been his skin. "What's happening to me?"

Terra ran to him, and helped him up. "Oh my god. Max, what are you?"

He looked up into her face, and gasoed for breath. "Your father. I need...to see... Your father."

They pulled up at the door around 9:55. Terra opened the door, and Max collapsed. "Daddy!! Hurry!!" Her father ran in, and saw the lying teen. "Oh my god. Terra, what happened?"

"I don't know why that armor is there, but we got attacked...And this happened, except it covered his whole body. Turned him into a, a, a machine almost. Nothing hurt him."

Terra helpped get Max on the table as her mother walked in. "AH!! David, is that..."

The man nodded. "Yeah, it's Max. And I'm afraid to say what this armor is, but no point in hiding it now. Honey, call up Sean. Tell him that it's an emergency!"

Sean drove into the driveway, and ran to the door. "Sean, thank god you're here."

Sean nodded at the woman. "Where are they?"

She pointed to the kitchen as Sean walked in. "Thanks Joice." He bolted to the room, and saw Max sitting up and holding his head. Sean noticed the armor on Max. "What happened?"

David sighed. "Danara's little secret. It finally happened. Those punks attacking him must have pushed him, but having his prize bike get scraped, that just pushed him overboard. Armor sprung into action, and the rest, I'm afraid you'll have to ask them."

Sean was shocked, but also confused. "Danara's secret?"

David nodded. "That's right. We never told you. Danara McCloud's maiden name, was Danara Tykatia. She was born on the planet, Guyvira, the planet where the Guyver Units were created."

Sean looked at the boy. "You mean his mother's a Creator?" David sighed. "No, the Advaters stole the units from the Guyvers. Chronos wipe out her race, but Danara escaped. By now, Chronos has discovered Max's existence, and is trying to find him. You see Sean, if Danara's child had been a girl, Chronos wouldn't bother to look. But since she gave birth to a son, that really scares them. Max is now the one being who can stand a chance of killing Zoalord Kronos. And they'll try to make sure that that never happens."

Max stood up. "So, you're saying I'm some kind of, alien?"

David nodded. "Two-thirds actually. Just enough to let you transform, and just enough human DNA to keep your human form. Except now, his central armor is stuck for some reason. I can't figure it out. I just hope Chronos doesn't find out where you are. You better stay here for awhile, Sean's not very popular with them right now."

Sean nodded. "I'll bring your stuff over tomorrow. You just get some rest. You're going to need it."

Colt noticed Monday that Max wasn't at school at all. That's not like him to miss school. He's never sick. Something's wrong. He saw Terra walk to the group at the tree. Maybe she can tell me what's going on. She's going out with him. He walked to the tree, and got some unwelcome stares. Ignoring the looks, he proceeded to ask Terra. "Terra, where's Max?"

Terra looked at him. "Why would you want to know?"

He knew that something was definitely wrong. "He hasn't been in any of his classes. I was wondering if something's wrong."

Terra sighed. "His mother just died, in case you didn't know. He's stayed home so he can get through it."

Colt dismissed it in his head. She's hiding something.....Wait a minute......His mother just died a few days ago? I wonder......

Gyro tapped his desk, taking in what he had just heard. "Are you sure?"

Colt nodded. "It makes perfect sense. We kill Tykatia last Thursday, and McCloud's mother dies the same day. That's no coincidence, Max McCloud must be the mystery son we're looking for. His age would fit the time space, and his intelligence is extremely above even genius level. IQ tests only go up to 350, but his intelligence is almost 925. That would indicate that something is different about him. His strength is enormous, impossible for one his size and bulk. Speed and reaction is faster than even a olympic-class athlete. He's the one we're looking for Commander, I'm positive."

Gyro's intercom buzzed as he was about to reply. "What is it?"

"A Mr. Reeds is here to see you sir. He's from the CIA."

Gyro groaned at the mention of CIA. "Let him in. Probably here about some damn rumor."

Reeds walked into Gyro's office, and Gyro put on his best face as he waved his hand at Colt to go away. "Ah, Mr. Reeds. Please, sit down. Now, how can I help you."

Reeds glared at Gyro. "Tell me what happened to my brother."

Gyro frowned. The Balcus incident, I heard about that. Better cover it up. "Mr. Reeds, I don't know what you're talking about. Despite the rumors, Chronos is a legitimate company. We don't conduct experiments on unwilling people, any people for that matter. Our genetics labs don't use human guinea pigs."

Reeds shrugged, not convinced. "What about that Guyver thing? People say that it came from Chronos labs."

Gyro put on his best smile. "Mr. Reeds, despite what the tabloids say, we don't make monsters. This, Guyver, is obviously a poor soul who is the victim of deformation, and I pity him."

Matt forwned; he didn't buy a word of it, but decided to play along. "What about that fact that your last LA office was blown up two years ago? That was no accident. Someone blew up that building."

Gyro somehow stayed calm. "We are still investigating that incident, but that is irrelevant. You say you want to know about your, brother. Unless he works for Chronos, there's not really anything I can tell you, I'm afraid. Will that be all?"

Reeds growled as he stood up. "One more thing. You had the services of Danara McCloud, and she died last Thursday. She was on your temporary payroll when she was killed. You know anything about it?"

Gyro knew that the man had found out something. Just hope not that much. "Mr. Reeds, I never met Dr. McCloud. All I know about it was what I saw on the news. There's not much I can tell you, except that her family has my sympathy. Now, if you'll excuse me, I have a meeting to attend in ten minutes. Good day Mr. Reeds."

Gyro walked out of the office, and Colt stared at Reeds as the man left. He knows something. Just got to find out what.

Sean sat down. Max, having finished the entire pizza by himself, guzzled down a large glass of water. "Had enough?"

Max nodded as he set the glass down.

"Good. I was starting to think you'd want more."

Max smiled at the man. "That wouldn't be such a bad thing."

Sean chuckled as David shook his head. "It's amazing. Your body burns up so much energy in it's Guyver state, that it demands huge amounts of food to replenish it. That was a jumbo pizza, yet you ate the whole thing by yourself. I've never seen anything like it. Not even Danara had to replenish her energy like that. Must have something to do with your armor."

Sean nodded. "The way he was bashing those guys, I would want to eat that much too."

Max smiled. "What about those units? Anything on them.?"

David shook his head. "Even I can't figure out that one Danara was building. There's something, complex about it. Something in it that the others don't have. I don't know, maybe she didn't want it to be copied."

Max was about to open a soda, when his head snapped up. "Quiet! Heard that?" Sean and David shrugged. "Hear what?" David askeda as Max listened carefully. "Listen. Sounds like..." Sean didn't get it, then realized that Max did have better hearing than any human. "Zoanoids. David, get everyone out of here!!!" It was too late, and the walls crashed in, several monsters standing in the doorway.

"Where's the boy?!!!"

Max stared at the beasts. "Oh my god. What the hell are those things?!!" Terra ran downstairs as the mosters came in . "Dad, what was that.....AAAAAAAHHHH!!!"

The lead Zoanoid saw her, and jumped up on to the stairs. "You'll have to do for now." He grabbed her, and jumped down to his comrades.

"Let her go Zoanoid!!"

The leader stared at Sean. "How do you know what we are?!!! Who are you?!!!"

Sean glared at the Zoanoid. "Your worst nightmare. BIO-BOOST!!!!" Armor blasted out from the back of his neck, snapping into place on his body. "Like I said. Let her go."

The leader grinned. "Give us the boy, and I'll consider it." David faced the Zoanoid. "Let my daughter go!!"

The leader snorted at him, seeing David as a fool. "And why should I, old man?" David walked up to the Zoanoid. "I said, let my daughter go, now!!!" The Zoanoid swung at David, and was surprised to see his fist held by the human. "What, that's impossible!!!"

David's eyes flared as his anger rose. "Not when you're like me." His body suddenly reshaped, a look of horror and recognition in the Zoanoid's eyes.

"He can't be!!! It's impossible!!!" David's body completed it's change, and the lead Zoanoid released Terra in shock. "He's a....ZOALORD?!!!!!!" Terra ran to her father, and Sean stood in front of them.

"But how?!!!"

David stared at the beast. "Your kind used me as an experiment for the Zoalord body, just as you used another, Masaki Murakami. Only this time, the process was complete."

The Zoanoids were horrified. Their enemy was one of their masters.

"Now, get out of here!!! You face a Zoalord and a Guyver this time!! You want your lives, or your death?!!"

The Zoanoids ran, and. Sean and David relaxed and changed back to normal. "Terra, I'm so glad your safe." Father and daughter embraced each other as Max got on his feet. "That's a Zoanoid?!! How am I supposed to fight that?!!"

"With your armor," Sean replied. "The only thing that can really hurt a Guyver, is another one."

David nodded. "Which means Chronos has a Guyver-Zoanoid."

Sean concured. "Also meaning they've got a team of Hypanoids in the country."

Max was confused. "Time out. Number one, I don't know how to activate my armor. Second, what's a Hypanoid?"

David frowned. "Hypanoid. Short for Hyper Zoanoid, Zoanoids that have been cyberneticly enhanced. They're a pain in the ass, and some of them have certain Guyver weaponry, such as sonic swords, which don't exist on the version 5 unit, thank god. Chronos developed them as the perfect soldier. They soon learned that the Guyver was more powerful. Version 5 Guyvers are the only ones that can take out a Zoalord in one shot of the Matrix Burst. The other versions are armed with the Mega Smasher. Luckily, Sean bonded with a version 5 unit, enabling him to kill Balcus, the previous head of Chronos LA. Now, I have no idea who's in charge."

"You fool!!! How could you let a version 5 Guyver get away?!!!!" The Zoanoid trembled as he spoke.

"Commander, there was a Zoalord there!!"

Gyro's fuming ceased as he absorbed this information. "A Zoalord, in the company of a Guyver? Who was he?"

"He was the girl's father." Gyro thought for a minute. "Did he look like my Zoalord form?"

The Zoanoid shook his head. "No, more, human like."

Gyro smiled. "A Proto-Zoalord. The only ones that were made were Murakami, and Matthews. Of course!! Matthews was the only one who's Zoalord process was complete. Get me those Hypanoids. We're going Zoa-hunting."

Max waited for the two men to finish their conversation.

"Max, come in here." He stood up and walked downstairs. "Yeah?"

David held out one of the units. "Take this to Terra." Max drew back. "You want to infect your daughter with one of those?"

David sighed as he nodded. "Max, she's going to need it. Chronos knows who I am now. I've already sent Joice to her brother's house, but Terra won't leave. Max, this is the only choice left."

Max reluctantly took the unit, and nodded. "This better not be my mother's new unit." He walked upstairs to Terra's room. "Terra, I've something that you might...." He walked in and caught Terra walking out of the shower, naked.

"Max!!"

He blushed a bright, bright red, and turned away. "Whoops."

Terra walked over and held his shoulder. "Max, close the door." Max was about to walk out, but Terra pulled on him. "No, I mean, shut the door from in here." Max's eyes flashed.

"Uh, are you sure?"

Terra nodded. "Positive." He closed the door, and Terra turned him around. "Max, look at me." She locked the door and sat him down. "Max, there's something I want to tell you."

She sat down next to him. "Terra, aren't you going to get dressed?" She shook her head, smiling. "That can wait. Max, I may not get to tell you later, because, well, I staying to help you guys, and, well, this could be our only chance. Max, ever since I first meet you, I had this huge crush on you. Not because of your speed, or your strength, but the real you. I don't know, maybe, somehow, I knew that I'd never...you know. But, what happened didn't make me turn away from you, and nothing else will."

Max smiled to himself. Here I am, the girl of my dreams, nothing on, and I can't..... He shrugged the thought away. He realized, then and there, that he loved her. No matter what, nothing would change that. Terra must have sensed it, because the next thing Max knew, they were on the floor, mouths connected.

His arms found their way around her back, and he embraced her tightly. Her smooth skin glinted in the sunlight. They rolled on the floor, moaning with pleasure as they spun. They stopped, both of them smiling. Max stared at Terra's face. She's gorgeous. Nothing is taking her away from me. He bent down, his mouth gripping hers. They were so entranced, that Max never heard the roar of the Zoanoids approaching.

David and Sean were deciding on how to break into Chronos, when a crash come from upstairs.

"What the hell?!"

They ran up the stairs, only to see three Zoanoids rush up the stairs. "Terra!!!" David ran after them. He reached the door, and was thrown back as the mutant beasts walked out, Max and Terra in their grip. Terra was stripped, Max's shirt, torn on several places, but his armor didn't show. Thank god for small favors. "Damnit, let them go!!!"

The lead Zoanoid smiled. "Not this time, Matthews. By the way, your daughter's got a great ass. Maybe I'll refresh some old memories with her!!!" The Zoanoids ran out the window, and jumped down to the ground. They ran to a truck, and drove off. David and Sean watched in horror as they sped off. "There goes our only hope." Sean shook his head. "It's not over yet, come on!"

Reeds drove down Wilsire, on his way home from that little talk with Gyro. He noticed a Chronos van drive past, and saw Max and that girl he had been with inside, the girl completely naked. "Oh shit!!!!" He turned around, and pushed the pedal down as far is it would go. He smelt the stench of burnt rubber, but ignored the smell as he sped off towards the van, knowing now what had happened to his brother. Chronos, had turned him into one of those monsters.

Max looked at Terra. He handed her a shirt that was in the truck. She put it on, grateful to be able to cover herself from the beasts.

"Don't get to used to that thing girl, It'll be coming off real soon." They drove into the parking lot, never knowing that they had been followed.

Matt crawled through the air duct. He knew exactly where his prey was headed. All he had to do was get there, and stay quiet in the mean time. He spotted the number he was looking for. Lucky number fifty. Chairman's office, cover-ups, and demonic beasts, all for $13.95. He climbed over the vent, and waited for them to arrive.

Gyro studied the creatures that floated in the liquid filled tubes. "Commander Gyro," a technician said. "The recovery team is back." Gyro smiled. "Excellent. Have them bring their catch to my office." The man nodded. "Yes sir."

Sean and David arrived at the building, ready to transform at the right moment. They pulled out the Chronos uniforms they had "borrowed", and suited up in them. "You ready?"

Sean nodded as he put his hat on. "Never been more ready." They walked into the building, the guard only nodding to them as they pushed the elevator button, and waited. "Chairman's office should be on the top floor, labs will be below. You destroy the freaks, I'll take the head honcho." The elevators came, and the two split up.

Gyro walked into his office, and sat behind his desk. The Zoanoid team soon followed. "Sorry, the guy wasn't there. But we did get Matthews' kids." They tossed the two to the ground, Terra devoid of any clothing.

"I see that they caught you at a bad time Miss Matthews. I take it, this is your brother Kevin."

Both teens nodded, knowing that the less Gyro knew, the better chance Max would survive this whole thing.

"Well then, it seems your father was once one of our little, how should I put it, expeditions. He was one of the two prototypes for the Chronos Zoalords. Undoubtedly, he's on his way right now." Gyro paused, and looked up at the ceiling. "And it seems someone has already arrived. Don't bother with your gun Mr. Reeds. You'll find it most useless against my soldiers here." Gyro pushed a button on his desk, and the overhead vent swung open, Matt falling to the ground.

"Ooowww!!!! Nice to see you again Gyro."

Gyro smiled. "Mr. Reeds, you have just volunteered, along with Dr. Matthews' children, to be the first, of Chronos's new Ultra Zoanoids." Matt looked at the teens, realizing the game plan, and played along. "Too bad you never caught Dr. McCloud. She was one slick person. She had me fooled too."

Gyro stood up, evidentally foold by the ploy. "Dr. McCloud is alive?!!"

Max got Matt's drift and played along with the new game. "Yeah, came and picked up her son a few days ago. You'll never find either of them, they're bound to be in Japan by now."

Gyro glared. "In the protection of those accursed Guyvers Fukamachi and Masakuti. Damnit! Well, at least I have you three."

David watched as the numbers rose. "Come on, come on." The lift came to the fiftieth floor, and the door slid open. "Got you now you son of a...." He walked out, and saw that no one was there. It hit him then. "Oh shit. The lab!!" He ran back in, and slammed the button.

Sean walked out of the lift, memories flooding back to him. No way I'm getting lost here. He walked down the hall of tubes, partial and incomplete Zoanoids floating in the liquid. The door to the lab opened, and he walked down the stairs. It's just like before, except.... He saw Gyro, and a group of Zoanoids holding the two teens, and a man who looked a lot like Max Reeds, the man who had been searching for the Guyver unit that had bonded with him.

Is that, his brother? Sean walked over to the group. "Sir, we have an intruder alert upstairs. Someone broke into the chairman's office."

Gyro smiled at him. "Well, thank you for alerting us, but it won't be necessary. As you can see, all the intruders are right here, Mr. Barker." He snapped his fingers, and two Zoanoids grabbed Sean's arms as Gyro pulled off helmet he was wearing. "Clever Sean. If you hadn't slipped up, I never would have known. It's a little obvious when a Chronos soldier doesn't know the chairman of the building, the soldier is not really that. Take him to the scanner. Let's see what he's made of."

David came to the lab, and ran into the hall. "Damnit. How could I be so stupid." He stopped as he came to the door, and a horrific sight greeted him. "Gyro." He walked up to him, and saluted. "Commander, intruder in your office. It's the renegade Zoalord."

Gyro sighed as he nodded. "I'll be right back. Call Colt and have him take over." Gyro walked off, and headed out of the lab.

Colt Stevens? Max thought. What's he doing with these people?

Colt walked into the lab, aggravated, and very cranky. "This better be good." One of the Zoanoids nodded. "Commander Gyro had to take care of an intruder. He told us that you're to take over watch of Matthews' children and these two." Colt nodded. "Right, right. Where are they?"

The Zoanoid lead him to where Terra was held. "Well, this is a pleasure. Here, maybe I can warm you..."

"Don't even think about it freak."

Colt stopped at the voice. It can't be. They said it was just Matthews' kids, not them and McCloud. He turned to the source of the voice.

"Funny, I don't recall Kevin sounding like that." Colt faced Max, and saw the fire in his eyes. "I see I'm a little too late to give her that pleasure."

Max snarled. "Not exactly, prick. One question, why you?" Colt smiled at him coldly. "Mostly my father. He's a member of the Twelve Zoalord Council."

"It figures. So what are you? Zoanoid, Hypanoid, what exactly is your type."

Colt grinned. "I'm the best there is. I...am a Guyver-Zoanoid."

Max's eyes flared with rage. He remembered what Sean had said, that only another Guyver could have killed his mother. You!!! You killed my mother!!! You son of a bitch!!!!

Colt smiled. "I see I hit a cord. Good." He turned to the Zoanoid next to him. "Put that one in first. I want to see him wriggle in pain."

David watched as the Zoanoids tortured the teens. If they even brush her.....I swear I'll rip them to shreds. He could do nothing but watch as the beast talked about his daughter, and how they would have fun with her. She sat on the floor, nothing to cover her skin. He thought about how much she looked like her mother. God, Joice. I hope she made it to Frank's house.

Then he saw Max hold her, cradling her like a sister. That boy, he loves her. I can tell. He'd be willing to go to Hell and back for her. Course, he thought. This pretty much is Hell.

Gyro stormed into the elevator, fuming at having been tricked. He mashed the button, and smashed the speaker that was playing that annoying Muzak. Much better.

Colt smirked. Soon, the last Guyver will be in our control. The brat probably doesn't even know how to activate his armor. Gyro came storming in at that moment, looking like he was ready to blow. "Commander, what happened?"

Gyro shot an evil look at the teen. "Matthews. That bastard tricked me again!! Where's that soldier?!!"

Colt shrugged. "He left."

Gyro started to calm down. "At least he's out of the picture. How's the bastard's brats?" Colt smiled. "Well, Terra's looking good, McCloud is being prepped for...." Gyro stopped him. "Did you say McCloud? You mean that the boy is McCloud? I must have done something good in a previous life. Can't remember what it was, but I have that brat at last. Terminate..."

Colt grinned. "He doesn't even know how to activate his armor. He's no threat to us. I'm having him prepped for the Zoanoid process. Soon, the last Guyver will be one of us."

Gyro grinned at the news. "Even better. Proceed with the operation." Colt smiled as he turned back to watch Terra. Soon, Terra. Soon, you will be all mine.

All this while Max and Terra held each other tightly. "Terra, take this." He handed her the unit that David had given him. "It's the version 6. Now listen. You're the only chance they have. When they stick me in that tube, I want you to activate the unit, and get Sean and Matt out of here. You understand?"

Terra nodded. The Zoanoid came for Max, pulling them up. "Let's go." Terra looked at Max's face. "Max, I love you." Max smiled as he was pulled away. Terra held the unit close to her skin, making sure no one saw the deadly device.

Sean watched as the lab crew prepared to lower Max into the tube. Matt stared at the crew with hate. "So this is what happened to my brother."

Sean nodded. "He was a good man. He died defending the world." Matt looked at Sean. "I only wish we had that Guyver guy here right now."

Sean smiled as he could feel the warrior in him growling to be realeased. "You may just get your wish." He cocked his head, and saw David hiding behind the machinery.

Good work, David.

"Terra, over here."

Terra turned and crawled to her father. "Daddy, they're going to turn him into one of those monsters." Tears poured from her eyes.

"I know. I wish the was some thing I could...."

Terra looked at him, and smiled slightly. "The Guyver unit. I still have it."

David smiled. "Get ready to activate that puppy."

Gyro grinned as the lab crew positioned Max over the tube. "Well boy, it was a good trick. Unfortunately for you, Colt knew who you were. I'll see you in about, oh, five hours. Have a nice nap." He turned to leave, then changed his mind. I have to see this. He turned and faced the crew, an evil glint in his eye.

Max looked down in the tube, and closed his eyes. Sorry mom.

"Max, never give up hope when there's still a chance, no matter how slim."

Max was shocked at the sound of his mother's voice. What?!

"Let the knowledge of the ancients flow, my son."

Max thought back to that night. The bursts of information blasting through his head as the crew lowered him in and shut the lid. Terra buried her face in David's chest.

Fluid rushed into the tube, filling up the space rapidly. Got to remember, got to remember.... Images flowed in his head, pictures of places he had never seen. The tube was running out of space. A mouth piece came down to his fac, and it suctioned to his mouth, air flowing in. Needles extended from the sides, inching towards him. The images started to slow, and then, he saw it. Bingo, or, as I said it before........

Gyro started to laugh, when Max ripped the oxygen mask off. "What the hell is he doing?!!!"

Lab techs and crews were rushing to compensate. "He's cut off the oxygen, he'll drowned!"

Max's mouth began to move as his voice was transmitted through the speaker on the glass. "Gyro!!!! I know my power!!! I know who I am!!! I...Am....GUYVER!!!!!!!!!" The glass exploded as he yelled out, thick fluid gushing to the floor. Max hung in mid-air, then, it happened. Fabric tore, fingers reshaped, shoulders expanded. What had happened on that fated night, now repeated itself, only this time, Max knew how to use that power. His armor expanded, tearing the last bits of cloth from his body. Helmet sections snapped around his head, the instectoid eyes flaring up, and the orb in his forehead, which he now knew as the control metal, lit up. He flipped off the base and landed in front of Gyro. "Want to try that now asshole?"

Gyro backed away in fear as Max growled. "Get him!!!!" Sean smiled as he readied himself. "I don't think so Gyro! BIO-BOOST!!!!!!" Sean's armor exploded out, snapping around his body. Terra smiled. "My turn." The unit glowed, and burst out long thin tentacles on to her. She started to scream, but the noise stopped as the unit completed the bond.

Terra stood up, her armor a light purple, single blades protruding from her arms. "Now this is more like it!!!"

Colt ran into the lab, and saw Terra activate the unit in her hands. "Terra... NNOOOOO!!!!!" He watched as the unit bonded with the teenage girl, covering her and joining her body forever. "McCloud!!!!" His skin expanded and began to protrude razor-edge spikes along his back. His face changed into a mangled mix of creatures. "Now, we end this. RRRRAAAAAAHHHHHH!!!!!" He ran towards Max as armor snapped around his body, but became sidetracked, and decide to let Max wear himself out.

Max slammed a Zoanoid into biotube, but whenever he killed one, three more came up to replace it. He snapped another's neck and tossed it to the ground. "Whose next?!!!"

Risker changed into his Zoanoid form and came up behind David. "Aren't you going tell help us?"

David smiled at the Zoanoid. "As a matter of fact.... I am, Risker." He flashed, transforming into his Zoalord form.

Risker backed away. "Uh, bye." He ran towards the battle, willing to take his chances with a Guyver instead.

Sean slammed his foot into a Zoanoid's face, crunching the bones. "Say good night." He aimed his elbow at the Zoanoid, extended his blade right into it's brain, and the monster collapsed to the ground. "It's so hard to find good help these days."

Terra slammed the Zoanoids into the giant computers while guiding Matt out of the lab, when Risker apeared in front of them. "Going somewhere?"

Terra and Matt backed up, both of them knowing Terra didn't have full control of her new powers yet.

"I didn't think so." He was about to attack, when he was kicked in the gut by Max. "Go!!!"

"You freak!!" Risker rushed Max, and flew into the wall as Sean brought down Zoanoid after Zoanoid. He saw Terra and Matt running from one of the werewolves, smashed his opponent's brain, and took chase. "I don't think so." He fired a laser from a small orb above the control metal, and it struck the werewolf in the eye. Sean leaped over the beast, slicing into it's head, and the monster fell to the ground, blood pouring from it's head.

Max threw Risker into on of the computers, sparks flying from the hit. He fired his own laser, barely missing the Zoanoid commando.

"I see you're learning fast."

"You ain't seen the half of it," Max snapped as he slammed his foot into Risker's stomach, and sent him flying into one of the filled tubes. Glass and fluid spilled everywhere, the body inside torn in half. Risker stood up, barely wobbling. "Had enough bastard?!"

Risker smiled, teeth flashing. "Hardly!!" He rushed at Max, intent on destroying the alien child.

Terra lead Matt up on to the catwalk, but they were stopped by one of the Zoanoids, and Matt was grabbed by the throat.

"AH HA!!!"

Terra punched at his arms in attempt to make him release Matt, but it did no good. "Let him go, you son of a bitch!!!"

The Zoanoid shoved her away. "It's all going to be over in a minute. Ha ha!!"

Terra pulled a power cable from a outlet, sparks flying from the exposed wires. "Think again." She shoved the cord into the Zoanoid's face, a fried its skin to a crisp.

"AAAHHHH!!!"

Risker went flying into another computer, decimating it. Max looked up and saw Terra and Matt chased by the Zoanoid. "No you don't." He flipped up on to the catwalk, taking the beast by surprise.

"I kill you now, you cannot get away from...YOU!!!"

Max struck, flying into a fury. "Not today you slimy freak!!!" He threw the monster over the rail, sending him reeling into the central computer, and the construct exploded, sending pieces everywhere. "That takes care of him."

Alarms went off, red lights flashing as Risker landed in front of them, blocking their path. "I'll tear you apart!!!"

Max looked back to the two. "Get going!!!" Risker rushed at Max, and went sailing back down to the ground. Max back flipped right into his face, knocking Risker into a genetic processor while David was firing at the Zoanoids, insuring they came nowhere near Terra. "No one kidnaps my daughter and gets away with it!!!"

Gyro stared at the Proto-Zoalord. "I think it's time someone called Valkus. And took care of that experiment." His eyes lit up as he walked over to the rebel Zoalord. "David, How good to see you again!! Too bad this is the last time!!"

David faced Gyro, and frowned. "So, they send you to head up Chronos LA. Figures, you always were a wild card, even before you had me taken to be transformed."

Gyro nodded. "Be glad it wasn't a Zoanoid transformation. That form you've got suits you actually. Unfortunately, I have to kill you. Have to make sure no Zoalords go after our master."

David stared at the man with hate in his eyes. "What, Kronos being immortal isn't enough? A created Zoalord doesn't have the power to kill him, and the Council knows that."

Gyro smiled, and began to glow as his suit stretched, and tore off. "You never should have come back David." His head sprouted horns, his hand, claws. His jaw extended out, teeth enlarging. His body widened and finished taking it's new shape. "Now, you face a true Zoalord!!!"

David stood his ground. "Sorry, but I don't run, unlike you."

This infuriated the Zoalord. "As soon as the version 6 is mine, you'll wish that we had put you, on the Council."

David smiled. "Hate to tell you, but the Unit-6, has already bonded, and it wasn't me."

Gyro's lizard eyes widened with horror. "No."

The Proto-Zoalord smiled. "My daughter."

Gyro slammed David into the wall, and ran towards the battle. David stood up, and ran after him.

Risker swung at Max, and was constantly hit in the gut. "Not, this, time, FREAK!!!" Max uppercutted Risker, snapping his neck, and sending him straight into the group of Zoanoids attacking Sean.

"Nice."

Max nodded. "Where's Terra?"

Sean looked back, and a low growl came from him. "Gyro." Max looked, and snarled. "Let her go!!!"

Gyro smiled. "Not until I get the Unit-G boy!!!!" Max walked towards him, and Gyro lifted Terra' head up a bit. "Uh uh uh. One more step, and she dies."

Max reluctenly stopped about ten feet from Gyro. "We don't have the Unit!! She activated the Version 6!!" Gyro shrugged. "Unit-6 no longer concerns me. Any Guyver unit will do now. Especially Unit-5."

Sean stared at the Zoalord. "What kind of Zoanoid are you?!!"

Gyro smiled. "I'm no mere Zoanoid, I am a Zoalord!!! Member of the Chronos Council of Twelve!!!"

Sean backed up a bit. "Funny. I thought Zoalords were huge dragon-like creatures." David ran up to them. "Only a select few have the Kronos Zoalord process, Walter Balcus was one of them. Sean, I'm a Zoalord. Do I look like a dragon?"

Sean shrugged. "Sorry." David looked at Gyro. "Commander, I have the Unit-5!!! Let her go....And I'll give you Unit-G."

Max and Sean looked at him with horror. "David, we can't let him have the unit!!! You have any idea what it'll do to his power?!!!"

A voice came from behind them, answering the useless question. "It'll make him more powerful than all twelve Chronos Zoalords combined."

Max spun to face the person. "Colt. How could you do this?!!"

Colt just let out a low growl. "My father created Chronos to fuel his armies, and I am not letting anyone destroy his force."

David nodded. "So it's true. You're Zeus."

Colt smiled as he stepped down. "I am the son of Kronos, heir to his power, but, not his immortality it seems."

Max stared at him. "You killed my mother, you tried to turn me into a monster, what more can you do?"

Colt stepped down the stairs. "I'll settle for Terra."

David stepped up to the beast. "No. I know that the word of a Zoalord is not one that can be taken lightly. The word of Zeus, on the other hand....I don't trust. Gyro!!! You want the unit...."

David pulled out a disc from his bag and tossed it to Gyro. "Here. Now release my daughter!!!"

Gyro smiled, and tossed Terra in to Max's arms. "Thank you David. I'll make sure that I let you watch as I tear their bodies to pieces!!!!!" David snarled at him. "You said that you would let us go!!!" Gyro grinned, the unit glowing in his hands. "I said nothing of the sort!! I only said I'd hand her back to you, never anything about letting you live!!"

Colt nodded. "At least, nothing saying about leaving alive!! Gyro, the girl is mine!!! We had a deal!! I get you your unit, you let me have the girl!!!"

Gyro nodded. "One problem. You'll have to go through McCloud to get her." Colt smiled as he cracked his armored knuckles. "Not...A...Problem." Max held Terra tightly, ready to protect her again. "Forget it freak!!"

David grabbed Colt by the neck, lifting him up. "I may not survive him, but you'll be no problem!!!" He crushed the beast's windpipe, cutting off his supply of air.

"Allow me," Sean added as he ripped out Colt's control metal and crushed it, the armor shutting down and eating itself away. David dropped the body as Colt began to melt away. "Thank you."

Gyro smirked. "Kronos is going to be very pissed about this. Of course, I have the unit!!!!"

"No!!!"

The unit blasted open, tentacles wrapping around the Zoalord's body.

"David, you know what kind of trouble we're in now, don't you?!!" David nodded. "On the contrary, he's the one in trouble. That's not a Unit-5, it's a Unit-1, and it's damaged."

Gyro looked at him in horror. "NNOOO!!!!"

David's smiled widened. "I'm not stupid Gyro!!! You actually thought that I would give you the unit?!!! I already used the real one!!! I am the Guyver-Zoalord!!! MAXIMIZE!!!!!!" The armor shot out and locked on to David's body.

"NNOOOOO!!!!" The tentacles hardened, covering Gyro in his own armor as David stood at a ready stance. "This time, I finish the job." He rushed at Gyro, blades out towards the Zoalord. They cut right through him, crushing his lungs.

"UUUHH!!!!" The armor retracted back into the unit, leaving Gyro to his death.

"That...Is for making my brother, into a beast. And this, is for me." David slammed his fist into Gyro's head, crushing his skull. The Zoalord collapsed, deadweight and lifeless. David retracted the blades, and turned back to the group.

"Well done. I couldn't have done it more to the point, Zoalord Matthews."

They all turned, and saw an old man walked into the lab. "I'm sorry, where are my manners? I'm Dr. Hamilkal Valkus."

David snarled at the name. "The man who created the Zoanoid process."

Valkus smiled. "I see you've heard of me. I'm also a member of the Council, but, I never really attend the meetings."

Sean looked at the man with recognition. "You're the other Kronos Zoalord."

Valkus nodded. "Correct. Kronos is a little busy around now, so he sent me to keep an eye on Gyro. I can't really say that I'm sorry he's dead."

Max looked at the scientist. "Come to gloat?" Valkus shook his head, smiling. "No, as a matter of fact, I was wondering if you'd be interested in working for Chronos."

Sean looked at the boy. Please no. Please say no, for your mother.

Max looked at Valkus, his control metal lighting up. "I don't think so."

Valkus sighed, though, he hadn't been that surprised. "I'm afraid then, that I have no choice. You represent at threat to Kronos, and the company. If you will not join, then you must be eliminated."

Max walked up to Valkus, and his eyes lit up. "Guess again." He spun around and kicked the man in the chest, sending him flying into the hall.

"AAAAAAAAAHHHHHHH!!!!!!!!"

Terra ran to him. "Max!!"

A faint ripping sound came from the hall as hollow laughter echoed at them. "Hmm Ah Ha Ha Ha Ha!!!! Do not rejoice prematurely, boy!!! You have yet to see the true power of a Zoalord!!! And, with the power of the Twelve, I am the greatest one ever!!! Hhmm Wha Ha Ha Ha HHHAAAA!!!!!!" A huge dragon head came out of the doorway, it's roar echoing through the lab.

"Holy shit!!!"

The dragon roared at the band of fighters, it's eyes glowing like red hot coals.

"Everyone, get out of here!!!!" Max ordered, no one arguing as Valkus stepped towards Max, intent on killing him.

"Now, you will DIE!!!!"

Max back flipped, avoiding the massive arm. "Not today!!!" He kicked Valkus in the face, and jumped over the monster's giant hand. Max spun up towards his face, and connected with a kick, only to fly back into one of the massive super-computers, struck by Valkus's hand. He dodged the hand the second time, narrowly avoiding being squashed by the massive palm. He back flipped away from Valkus, and ran behind a genetic processor.

Valkus walked towards the computer, dipped his head down, and received a blade right below his eye. "Is that supposed to...." He stopped when he saw the second blade spring out, hitting his sensitive eye. "RRRRRAAAAAAAHHHHH!!!!!" He pulled away, and Max ran past him, leaping up to the catwalk.

The armored boy ran ahead of Valkus, staying only feet away from the dragon as Valkus followed him, getting right where Max wanted him to be. The Guyver jumped over the rail, and landed on Valkus's back, extended a blade and stabbed into the thick neck, Valkus roaring in pain. He tossed Max off his head, and swatted him into a pile of computers.

Max got up, and ran away, only to come to a dead end, and Valkus grabbed his arms, pinning him to the wall. "Now, your power is MINE!!!!" He opened his giant mouth, inching his hand-like tongue towards Max's control metal. The tongue touched, only to be shocked off by a powerful electric pulse. The chest plates of Max's armor began to rise, a bright light coming from within.

"What, what's this?!!!" Valkus released Max's arms, backing away.

"My power," Max replied as he grabbed the plates, and braced himself against the wall.

"Aii, Ah, Ah...."

Max pulled open his chest plates, a huge blast streaming towards Valkus, one that tore into the Zoalord without mercy.

"AAAAAAIIIIIIAAAAAAAAAHHHHHH!!!!!!!!!!!" Valkus went flying back, pushed by the destructive energy flowing from Max's small body, and exploded, desimating the lab, and destroying the tubes of Zoanoids. Max shut his chest plates, ending the blast, and Terra ran to him.

"You did it!!!" She hugged him tight, her armor retracting into her body.

"It's over."

Max retracted his helmet, sighing as he rubbed his hand against Terra's smooth skin, closing his eyes. "It's all over."

As the five left the lab, a man, hidden in the shadows, frowned at the group. "Gyro's dead, and so is Valkus."

A Zoanoid walked out from behind him, and snarled. "So, what do we do?"

The man smiled as he formulated his plan. "Stay hidden for the time being. I've got a job for you."

"Oh yeah...."

Christopher Blair

David Hayter

Constince Stevens

Executive Director===========================Christopher Blair
Executive Producer==========================Kelly Lea Harris
Assistant Producer==========================Chris Sawyer
Screenplay================================Christopher Blair
Casting Director============================Michael Miller
1st Assistant Director=======================Úniel Hart
2nd Assistant Director========================Kay Gilmore
Production Manager=========================Vincent Steed
Music===================================Christopher Blair

Max McCloud/Guvyer=========================Christopher Blair
Sean Barker/Guyver 1========================Úvid Hayter
Terra Matthews/Female Guyver==================Constince Stevens
David Matthews/Guyver Zoalord=================
Matt Reeds================================Mark Hamill
Commander Gyro============================Jerald Conners
Hamilcal Valkus============================