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Back in the main lab, the SWAT Kats watched with gritted teeth through the broken windows.

"Come on, let's get to the Turbokat!" T-Bone said.

"No way, buddy," said Razor "Those bug-eyed bandits are long gone by now."

T-Bone sighed. "Good point..." Suddenly remembering that he'd been bitten, he cried, "Aw, no! My arm! Aghhh! That guy bit me! I'm gonna turn into one of them!"

Dr. Belljar came over and examined him. "Which one bit you?"

"That security guard guy..."

"Steven?" Belljar smiled. "You're fine. He hasn't progressed far enough into his transformation to have developed the mandibles or the venom necessary for conversion."

T-Bone sighed in relief, looking down and noticing Belljar's bare feet. Hearing a cry of alarm from Callie, the SWAT Kats turned. The giant scorpion had gotten up. The sedative had worn off. Simultaneously, both SWAT Kats took aim with their Glovatrixes, before Razor growls, remembering his was broken, as T-Bone fired a weighted net which encircled and entrapped the huge arachnid. Felina and King fired knockout gas grenades from their sidearms, and Callie finished the creature off by firing the remaining dart from the tranquilizer gun. The scorpion thrashed a bit before the double dose of sleep agents did their work and it collapsed into a heap, entangled in the net.

"That ought to keep him out this time," Callie said with some satisfaction.

"Long enough to get him into one of the special holding cells upstairs," said Belljar. He glanced at the equally unconscious Gray Taylor. "And him, too. If you'll assist me?"

Felina and King helped Dr. Belljar get the oversized scorpion onto a gurney. Belljar wheeled it out of the trashed lab, Felina and King following, Felina carrying Gray's arms and King carrying his legs as they bore their fallen fellow Enforcer from the room. After they were gone and it was just Callie and the SWAT Kats, T-Bone noticed Callie's bare feet as he had Dr. Belljar's.

"How come you and the Doc-"

"Why is everyone asking about my-our feet?" Callie said, sighing. "We took our shoes off to climb an elevator cable to escape the Ci-Kat-A." She smiled at Razor. "A trick I learned from Razor here."

Razor smirked. T-Bone scowled.

"Anyway, I should probably go and oversee Corporal Taylor's transfer to the holding cells and talk to Dr. Belljar about what, if anything, can be done for him." She mumbled to herself, "And maybe find my shoes and my purse..."

She walked out. The SWAT Kats turned and resumed looking out the window.

"Now what...?" asked T-Bone.

"We leave it to the professionals for now, T-Bone. There's nothing else you and I can do here. We're not scientists, after all." He grumbled. "Besides, Burke and Murray are waiting for us at the park."

T-Bone grinned. "Yeah, where I'm gonna whip your tail."

"Fat chance!"

They left the room.

In Dr. Viper's lair in the Dead Forest, the ten Ci-Kat-A stood in a loose group, the mustached drone cleaning himself, licking his forearm and washing his face in an effort to free his facial hair from the remnants of the Tarpedo gunk.

Dr. Viper stood by the hollow tree stump cauldron, yelling at Street. "You foolsss!" he hissed. "You idiotic bugsss! How could you bungle such a sssimple mission?!"

He was extremely animated, tail lashing this way and that, waving his arms around. Dr. Street by contrast was the very picture of calm and composed. At least on the outside. His jerking antennae betrayed a slowly-boiling anger to match the contents of the stump cauldron bubbling beside them. He didn't like being talked to this way by his "colleague."

His eyes narrowed suspiciously, the mushroom monster was positioned over on the other side of the room, observing the proceedings closely, ready to strike if Viper needed him.

Street held up the flask. "In case you failed to noticed, we did manage to acquire your precious katalyst, Doctor," he buzzed in exhausted annoyance.

Viper snatched the flask from him. "And a good thing too! Or elssse-"

"Or else what?" Street interrupted him, stepping forward.

The other Ci-Kat-A tensed. The one with the mustache stopped washing himself. Remembering that he was outnumbered, Viper left the threat unfinished. Instead, he turned the topic to the "recent additions" to his ally's little bug-eyed entourage.

"And where did thessse six come from?"

"I told you I had to bite someone who worked there," replied Street.

"And them?" Viper jerked a thumb at the other five, fully transformed original drones.

Street clenched his fist. "All that remains of the original Ci-Kat-A, imprisoned for study. I had to free them! And besides, it's actually seven. We had to leave one of our newly-anointed brothers behind due to interference from-"

Viper cut him off. "Ssspare me your sssob storiesss, Ssstreet! The mission was sssupposed to be in and out without being detected!" He prodded the Ci-Kat-A doctor in the chest, eyes glowing, his anger returning despite his attempts to control his temper. "You've failed me! And if you hadn't gotten the katalyssst, I'd be even angrier than I am now!"

The other Ci-Kat-A relaxed, concluding that at this point Dr. Viper's outbursts were little more than toothless threats. They returned to near motionlessness except for the one with the mustache, who resumed cleaning himself. Dr. Street remained wary, however. His developing plan notwithstanding, he was cautious, and gave the nearby mushroom monster a sideways glance.

Uncorking the flask what he understandably thought was Super-Katalyst 566, Viper poured some of it into the hollowed out stump he was using was a mixing cauldron, then put the stopper back in with a smug look of satisfaction. The contents of the cauldron bubbled and boiled in a manner he didn't expect them to. His smug look slowly faded. Stroking his chin in thought, he watched the developing chemical reactions, then used an eyedropper to suck some of the brackish-looking liquid up.

Street tensed as Viper went to a potted Venus' flytrap on his worktable containing three fanged mouths on stems. He applied a drop of the liquid and stood back. He was shocked when the plant, twitching and growing, burst free of the pot, flying potting soil going everywhere, the mutated scientist gasping as the three stems separated into three distinct creatures. Their roots developed into spindly, hairy insect legs, and diseased-looking veined wings sprouted from their backs. Standing with mouth agape at these "Venus Trap Flies," Viper grabbed the flask of "Katalyst 566," looked at the label, then looked at Street.

"That wasn't sssupposed to happen!" he cried in confused anger. Suspicion dawned. "Sssomething's wrong..."

He prodded at the label with his thumb, gasping at how easily it peeled away and fell off.

"Thissss isn't Katalyst 566! You- You ssswitched the labelsss!"

If he expected Street to deny his treachery, he was surprised when the Ci-Kat-A scientist simply said, "Yes, we did."

With a ferocious snarl, Viper hurled the flask at Street, who ducked. The flask smashed through one of the dark, murky windows, splashing into the water of the swamp outside far below. Viper was beyond enraged, eyes glowing like yellow hot coals.

"You tricked me!" Pointing at Street and shrieking so fiercely his voice became hoarse and his throat hurt, he demanded, "Whaaaat issss iiiiiit?!"

"Super-Katalyst 666!" Street said.

Viper was confused. "What? But that hasss nothing to do with-"

Street interrupted him. "The small, pathetic dreams of a mere Earth mutation?" he asked. It was his turn to be smug.

Viper reeled from this. His mushroom monster tensed, tentacles wriggling in anticipation, furious at his master's betrayal. He began waiting for an opportunity to attack.

"Super-Katalyst 666 will be better served as part of MY plan for a new breed of Ci-Kat-A!" Street declared, pointing a clawed finger at Viper, who was speechless. "And eventually the world!"

Pushing past a stupefied Viper, he went to the tree stump cauldron and gripped the edges, leaning in, looking at the bubbling contents happily.

"Thanks to you, I have all that I need to enact my new plan. To create a race of mega-insect servants loyal to me and my Ci-Kat-A brothers! I'll send them to create a distraction while I destroy the Megakat Nuclear Plant to irradiate the entire city!"

Furious, Viper found his voice. "Nooooo! My ssswamp city can't grow under sssuch conditions!"

"That's the idea, you pitiful reptile!" said Street, whirling and pointing at him again. "It will provide an endless source of food for the new Ci-Kat-A race my queen will bear for me!"

With a roar, the mushroom monster attacked! But as per Street's plan, arranged before they'd returned to the swamp, the five original Ci-Kat-A who'd been freed from captivity opened their mouths and unleashed an ugly torrent of their sticky yellowish slime which splattered all over Dr. Viper's creature, knocking him back with the force of five firehoses. He ended up plastered to the wall, looking very worried and confused.

Satisfied that Dr. Viper's sole ally was taken care of, Street turned and grabbed the snakelike feline by the scrawny neck, lifting him up. "Your feeble-minded and simplistic creations are no match for the superior Ci-Kat-A race!"

Viper gagged, but managed a laugh. "Ha! Ha! You aren't even true Ci-Kat-A! You're jussst cheap imitationsss! All the REAL Ci-Kat-A are dead!"

That made Street angry, and he tightened his grip. Viper stopped laughing. "True," Street admitted, "but once I have my queen... the pure Ci-Kat-A race will be reborn!"

"But reborn from a she-kat converted by your bite!" Viper gasped out, angering Street even further. "They'll ssstill be the offspring of-"

He was cut off as Street squeezed even tighter, making him gag, forked tongue sticking out.

"I have no time to argue technicalities with you, Viper!" he said, and bit him.

Nothing happened. Street looked confused, loosening his grip on Viper's throat a little.

The evil green kat smirked. "Did you really think I'd ally myssself with you without firssst developing and injecting myssself with an antidote to your ssslave venom?"

Street's confusion quickly turned to anger. "I may not be able to bite you, Viper, but I can crush the life out of you!" He now gripped Viper's throat with both hands, intent on strangling Viper to death.

"Ughhh!" Viper gagged. He swung his tail, knocking Street aside, forcing him to release him.

"Subdue him!" Street ordered.

As the drones turned and rushed towards Viper, the evil biochemist leaped through the already partially broken window. He fell flailing into the murky water far below. The Ci-Kat-A went to the window and looked down, seeing only ripples and bubbles.

"Let him go!" Street said. The assembled Ci-Kat-A turned from the window to face their leader. "He can't stop us now! We have work to do!"

The mushroom monster, still stuck to the wall, grunted, straining against the muck holding him imprisoned, which had hardened into a resin-like substance. The Ci-Kat-A ignored him as no throat. Finally, he managed a lopsided smirk and turned into liquid, sliding free of his sticky bonds and dripping down the wall. As a green puddle, he oozed across the lab floor and down the stairs, escaping unnoticed.

Outside, Dr. Viper surfaced from the water, gasping, looking at his tree, now taken from him. He shook his fist. "You bug-eyed foolsss will regret betraying Dr. Viper!"

After a moment, his mushroom monster, returned to his solidified state, popped up beside him, just his eyes, ears and the top of his head showing. Viper patted him on the head affectionately. Turning, he began swimming away and the monster followed.

"I've got to get to Enforcer Headquartersss..." he told his creation.

He was very unhappy at the thought, as was the mushroom monster. Bubbles surfacing around the partially-submerged mutation indicated his underwater voice was voicing extreme disapproval of Viper's plan of action.

"I know, I know!" Viper admitted. "Desperate timesss call for desperate measuresss..."

~*~

The converted Gray Taylor had been confined to one of the glass-doored cells in the top secret lab. The giant scorpion was in another, snapping its claws angrily. Gray snarled and thrashed uselessly against the glass. Watching him sadly was Dr. Belljar, who had his shoes and socks back on. Standing beside him along with a few Enforcer commandos was the Enforcer's biochemist, Dr. Konway, his face a mask of professional detachment as he observed the imprisoned Enforcer, hands stuffed into his lab coat pockets.

"You were right to call me down here," Konway said to Belljar.

"The scorpion is easily returned to normal with anti-mutagens," replied Bellhar, sparing the enormous arachnid a glance, before returning his attention to Gray. "But it seems, sadly, that I've done all I can for the victims of the Ci-Kat-A here at Megakat Biochemical..."

Konway smiled and laid a sympathetic hand on his colleague's shoulder. "You did your best. Now it's time for the Enforcers' bio-tech division to take over." Grimly, he added, "After all, this time, it's one of our own."

"I understand, Sam," replied Belljar. "And thank you."

He looked in on Gray, who licked the glass. A shudder ran through Belljar.

"I'll supervise his transfer immediately," said Konway, turning and nodding to the commandos accompanying him.

Standing nearby was Callie Briggs. She was leaning against the wall. Her skirt was still torn, but she had one high hell back on and was in the process of struggling into the other as she talked with Ann Gora. Her cameraman, Jonny K., was downstairs in the lobby nursing a goose egg on his forehead with the help of an ice pack and Al the chopper pilot.

"It was the strangest thing ever," Ann was saying, clearly sounding spooked. "I mean, I remember Harley Street could be a little flirtatious when he was normal, but..."

She trailed off uncertainly.

"Believe me, Ann," Callie said as she finished getting her shoe on, "I know what it's like having a crazy villain creep on your like that." Apparently attracting weirdos ran it the Briggs family. She remembered looking up her ancestor, Queen Callista, after the Pastmaster kept calling her that. The resemblance had been uncanny... right down to the insane little gnome's obsessive quest to marry her.

"Well, I think after that, a good lie-down on my sofa at home is in order," Ann said, exhaling. "I'll see you later, Callie."

The said their goodbyes and Ann walked out. A broad-shouldered Enforcer sergeant she often saw accompanying Commander Feral walked in with her purse. Talon, Callie thought his name was.

"There you are, Deputy Mayor," he said. He held the purse out to her.

"Thank you, Sergeant," Callie said, taking it. She dug around inside and was distressed to find the communicator missing. "Sergeant?"

Turning to go, Sergeant Talon paused. "Yes, Ms. Briggs?"

"Is this..." she trailed off, choosing her words carefully, "...all that was in the purse? And around it on the floor, I mean?"

The Sergeant raised an eyebrow. He seemed confused by the question. "Um, well, yes, Ms. Briggs. I gathered everything up and put it in the purse." Concerned, he asked, "Is anything missing?"

"No. Well, I mean, yes, but..."

Talon smiled. "I'll have my men search this floor a little more thoroughly."

"No, that won't be necessary, Sergeant," Callie said, blushing a little. "It isn't important." Liar, she mentally kicked herself. "But if you do see it, it's a makeup compact. Kind of triangle-shaped." She made a triangle shape with her hands.

Sergeant Talon nodded. "Yes ma'am."

"Something like this?" asked a deep voice from the hall.

They turned. Commander Feral's enormous frame filled the doorway. In one huge hand, he held the communicator. One of his fingers was dangerously near the button in the middle. Callie held her breath. Feral turned the object over in his hand as one would a silver dollar, then smiled and held it out to Callie.

"I found it over by a potted plant in the hall," he explained. "I hope it's what you're looking for, Ms. Briggs," he added.

Callie managed to take the communicator from him without her hand shaking. Did Feral know? No. If he did, he'd be arresting her right now, or at least dropping some very unsubtle hints that his long unvoiced suspicions about her collaboration with the SWAT Kats had been confirmed. Instead, the Commander's smile and his concern for Callie's personal belongings seemed completely genuine. Reassured, Callie smiled back, nodding her gratitude to the taller kat.

"Thank you very much, Commander," she said.

Feral nodded and immediately returned to gruff Enforcer mode, as he exited the lab, followed by Talon. In the hallway, he encountered his niece, leaning against the wall with her arms crossed. She hadn't wanted to go into the lab where the rookie she'd been given charge off was currently imprisoned and slobbering all over the glass door of his cell. Feral didn't blame her, and, as she opened her mouth to say something, he cut her off, doing his best to reassure her in his own gruff manner.

"It wasn't your fault, Lieutenant. Corporal Taylor should've obeyed your orders and remained in the vehicle."

Felina closed her mouth. It was true. And yet... Gray had nevertheless been her responsibility. "I just can't help but feel responsible..." she admitted after a moment's silence.

"As his commanding officer, that's entirely understandable." Warm sympathy flowed from Feral's words. His surrounding subordinates were seeing a gentler side of their Commander that usually only Felina saw when the two were off duty. Turning serious again, Feral started to say, "But at the end of the day--"

A walkie-talkie attached to Sergeant Talon's belt squawked. He unclipped it. "Talon here," he said into it.

Feral and Felina heard indistinct chatter on the other end. Sergeant Talon's eyes widened and he turned to his two superiors.

"Commander, we need to get down to Headquarters. There's an... interesting situation developing."

"Well?" Feral asked. "What is it?"

"It's Dr. Viper sir," Talon said flatly, his face a mask of detached professionalism once again after he'd recovered from his initial surprise. "Apparently he wants to surrender himself."

~*~

In the Dead Forest, the ground rumbled, sending ripples through the scummy water. Scrawny-looking swamp birds screeched and took off. Alligators hissed in annoyance, slithering away. The source of the tremor was Dr. Viper's lair. The towering tree quaked ominously. From the root-entangled base there was a sudden eruption as a group of giant mutated grub worms burst forth through the rotten, moss-covered bark surface, creations of Dr. Street utilizing the mixture of Super-Katalyst 666 and other chemicals mixed for him by his former accomplice Viper to mutate some swamp vermin.

They were about fifty feet long in length, pale white, covered sickening-looking pustules. Their heads were tiny in comparison to their big, sluglike bodies, their most noticeable facial features being big, Ci-Kat-A-like green compound eyes and their mouths, which consisted of thin, spoutlike proboscises surrounded and protected by big serrated mandibles like those of an ant. The eyes were a clear sign that they were under Ci-Kat-A control... more specifically Dr. Harley Street's control. Or at least the creature who had once been Harley Srteet.

They dragged their heaving, pulsing bulks along through the mucky, muddy water using four thickly-muscled black jointed legs ending in wickedly-clawed hands with opposable thumbs, and headed off through the Dead Forest towards the more lush and verdant expanse of Megakat Swamp... and the very distant skyline of Megakat City several miles outside of the swamp, just visible in the polluted, misty haze.

Following after them, making sickly buzzing sounds, were the three "Venus Trap Flies" Viper had unintentionally created earlier. A very satisfied-looking Dr. Street walked out of the big hole the worms had created. In one hand he held a stoppered flask of the mixture Viper had unwittingly created for him, the vile brew he'd used to create the big grubs. Behind, his ten companions lingered excitedly.

Murdoch convulsed and stepped forward a bit, bending over, and with a "rrrrrip," alien bug wings sprouted through the black of his prison-issue shirt. The pointed tips of mandibles had already begun to emerge from the corners of the former convict's mouth. Street nodded in approval.

"Now begins a new dawn for us," Street said.

He addressed nine of the other ten Ci-Kat-A and pointed after the departing grubs.

"Go! Accompany them! Find the greatest concentration of pitiful Earth vermin and wreak havoc!"

There were affirmative buzzes. The Ci-Kat-A took off, rushing off after the grubs and Venus Trap Flies. Once again, those capable of flight carried those who couldn't yet.

Street turned to Murdoch. "You'll accompany me now that you can fly. While they keep the Enforcers and the SWAT Kats preoccupied, you and I will pursue our TRUE objective."

Street flew off. Murdoch flapped his new wings a few times, then flew off after his leader.

"I'm ready for our 'private interview,' Ms. Gora!" Street said, giving a buzzing cackle.

~*~

A line of Enforcer cruisers, with Feral's in the lead, pulled around the corner. Following them was an ambulance carrying Gray Taylor strapped to a gurney inside. The convoy stopped at a most unusual sight. Commandos in front of Enforcer Headquarters surrounded Dr. Viper and that half-kat, half-mushroom creature of his, who'd emerged from the sewer in front of the building. The open manhole cover was visible behind them. Viper had his arms raised, palms turned towards the sky in a gesture of surrender.

Commander Feral and Felina got out of the lead car and walked over. "What's going on here?" Feral demanded.

The lead commando turned and tried to explain things. "I dunno, sir! He and that... that thing of his just popped out of the sewer suddenly!"

"And...?" Feral asked.

"And that's it," said the commando with a shrug. "They haven't moved since--"

Seeing Feral, Viper turned. "Commander Feral!" he called, cutting the lead commando off. His sudden movement made all the Enforcers surrounding him and the mushroom monster jump back. "I have to ssspeak with you!"

"The only thing I'm willing to discuss with you, Viper, is which prison cell you'll find most accommodating before the D.A. can set your trial date!" Feral said, reaching inside his greatcoat and pulling his laser pistol.

"Wait!" Viper pleaded, sounding uncharacteristically desperate. "It'sss very important! It'sss about the fate of everyone in Megakat City! Including me!"

Feral blinked, looking at Felina, then turned back to Viper.

"All right, scuzz bucket," he said finally. "I'm listening. But I warn you. No tricks."

He leveled the blaster right between the mutated scientist's eyes.

"Or I'll shoot you where you stand."

Viper simply smirked.