In the common area.

Sebastian, Lexi and Tank face Adam, Bree and Chase, McKayla approaches them "What are we gonna do?" McKayla asks "We have to save Mr. Davenport." Bree says "And Perry." Adam says "And my father" McKayla says.

"Absolutely... Time permitting." Chase says "Chase!" McKayla punches his arm "Ow! I meant for Perry" Chase says, McKayla rolls her eyes.

"You know what? I'll save you the trip. You can say goodbye to both of them from here." Sebastian presses button on watch and starts a video conference with Donald, Mason and Perry in the hydraloop.

"Look! It's the mechanical people." Perry says "McKayla!" Mason says "Dad!" McKayla approaches the screen with Adam, Bree and Chase.

"Yes, we're saved." Donald says "Not exactly." Sebastian says "Sebastian." Donald says "Son of a..." Mason grinds his teeth angrily.

"He blew up the hydraloop tunnel and cut off your oxygen supply." Chase says "So, bad news we're gonna need a new hydraloop." Adam says "Adam!" Bree says "Well, I can't tell him we're gonna need a new father too. That'd be rude." Adam says.

"Look, will somebody please tell me what's going on?" Donald says "Sebastian knows about Krane and he's trying to start a rebellion with the rest of the students." Bree explains

"What? How does he know about Krane?" Donald asks, McKayla, Adam and Bree glare at Chase "...I might have told him." Chase says awkwardly, Mason scoffs "I'm not surprised" Mason says "Not a good time dad" McKayla says.

"I only did that because I thought we were friends." Chase looks at Sebastian "See? There's your first mistake. Who'd wanna be your friend..." Perry says and Donald pushes Perry to the side.

"Chase has been very helpful, and once my brothers and sisters hear what really happened to our father, they'll join me. Then...we can fulfill his dreams of bionic humans ruling the world." Sebastian says.

"Guys, don't let him near the other students. They're not ready to know about Krane yet. They won't understand why we had to destroy their creator!" Donald says "Then you probably shouldn't have just told them." Sebastian smirk.

The students in the training area are shown to be watching the live feed from the hydraloop, and all turn to look at Leo.

"Did you know about this?" Spin asks "I didn't...I mean they just...That is just messed up." Leo raises his hands.

━━━━━━━ •♬• ━━━━━━━

Students come to video call Donald in the training area.

"Please believe me. I was planning on telling you about Krane eventually, but I couldn't let anything interfere with teaching you to become bionic heroes. I needed you to trust..." Donald says and the live feed cuts out.

"Great, now we'll never know why we should trust him." Adam says.

"Sebastian, why are you doing this? We're the ones who took out Krane." Chase says "Exactly. And now you're gonna know what it feels like to lose your father." Sebastian says angryly.

"Krane wasn't a father to you. He was a deranged madman." Bree says "He was our leader! And he was gonna prove to the world that bionic humans are superior! Until you all got in our way." Sebastian says "Is it too late to say we're sorry?" Adam asks.

"Sebastian. Stop. What about everything we spent together, the conversations we had. You always said we would be friends" McKayla says upset "I never wanted to be just your friend McKayla and you know that" Sebastian says.

"About our conversations. In the last of our conversations, I was willing to give you a chance and protect you by my side. But you set your destiny the moment you chose to love him instead of me" Sebastian points at Chase with his head.

Chase slightly widens his eyes and looks at her who just lowers her head with a sigh "Love?" Chase thinks.

"That's it. I'm saving Mr. Davenport. Chase, get the door!" Bree super speeds over to the door, and crashes into it when Lexi uses her bionics to seal the frame.

Adam runs up to her "I knew it! You're an interior decorator too." Adam tells Lexi "It's carbonex, and it's impossible to break." Lexi says , Adam chuckles "Oh, yeah, well, I'm Adam Davenport and...I break everything." Adam punches door but it doesn't break "Aww! Yeah, she's right." Adam says in pain.

"It's called molecular manipulation. You didn't know I had it because I've been saving it for a special occasion." Lexi says "How long have you been working with him?" Bree asks "Long enough to know our bionics are being wasted. We're protecting humans when we should be controlling them." Lexi says angryly.

On the other side of the room, Sebastian and Chase face each other.

"So where we? Oh, that's right. Davenport's a goner. I'm taking over the island, and...oh, what am I forgetting? Oh, yeah. This!" Sebastian blasts Chase across the room with energy "Chase!" McKayla, Adam and Bree to run over to him.

"Come on, Chase. You should've seen that coming. After all, you're the one that unlocked the ability for me." Sebastian says "He what?" Bree asks "Okay, do you want to hit him again, or is it my turn?" Adam says annoyed, Chase galres at him.

"Why did you do that?" McKayla asks Chase "it's crazy what a guy does when he thinks it will give him the answers he needs to have the girl he loves in his arms" Sebastian smirk.

"What?" McKayla says, Chase sighs and closes his eyes "And now I come to the part where I have to thank you Macky. For being the bait I needed to attract my little friend Chase" Sebastian says.

McKayla looks thoughtful and gets up, Chase looks up at her in distress "The girl he loves?" She thinks.

━━━━━━━ •♬• ━━━━━━━

In the hydraloop.

Perry is inhaling repeatedly as Donald tries to fix the communicator "What the hell are you doing?" Mason asks "Are you hyperventilating?" Donald asks.

"No, I'm stealing your oxygen. It's every man for himself." Perry starts to inhale more "Get away from me!" Donald shoves Perry into the seat and an oxygen canister emerges from underneath.

"Hey, what's this?" Perry asks "Uhh...that would be a tank full of oxygen. I really gotta start attending these safety meetings." Donald says "Yeah I should stop sleeping during these meetings" Mason says, Donald frowns at him.

"Ladies first." Perry tries to grab the oxygen tank "Yeah, well, when a lady shows up, she can have it." Donald says "Well she's already holding It" Mason grumbles.

Donald rolls his eyes "Look, properly rationed, this can last the three of us a full two hours." Donald says "See, that's the problem. I only care about one of us. Give it!" Perry says, they begin to fight over the oxygen canister

"Enough!" Mason tries to grab the canister and they accidentally press the release button and all of the oxygen comes hissing out the canister.

"Uh, hm. Got another one?" Perry smiles awkwardly, Mason sighs "Yeah we're going to die here" Mason says "Can't you be more positive?" Donald says.

"We're going to spend the rest of our lives together my friend" Mason hits his chest, Donald rolls his eyes.

━━━━━━━ •♬• ━━━━━━━

In the training area.

"Rebellion! Rebellion! Rebellion!" Students protest, in the common area, watching video from training area.

"Rebellion! Rebellion...!" Adam starts to accompany the students and Bree, McKayla and Chase look at him "What? It's catchy." Adam says.

"Guys, Leo's still trapped in there." Bree says "Not for long." Sebastian says.

"Soldiers! If you're truly committed to this rebellion, it's time for you to prove yourselves. Your first order: take...out...Leo." Sebastian orders, Adam, Bree and Chase are alarmed and McKayla gasps in disbelief..

Sebastian hangs up video call from the training area "That should take care of Leo. Looks like you're next. Three on three. It's gonna be fun." Sebastian says.

"Actually, it's four on three" Adam points at McKayla "I'm not so sure" Sebastian uses his molecular kinesis to choke McKayla and lift her off the ground.

"No!" Chase says "You're up, Teach, catch me if you can." Lexi super speeds away "Oh, I will." Bree super speeds after her.

Chase shoves Sebastian, McKayla falls to the floor gasping for air and Adam and Tank start fighting.

"Give it up, Chase. We're more powerful than you. You can't stop the rebellion." Sebastian takes out red laser bo pitchfork, Chase takes out his own laser bo and they begin to fight.

Adam and Tank slam each other against the wall and grunt in each other's faces as if they understood each other.

in the training area.

Students move towards Leo screaming "Rebellion! Rebellion! Rebellion! Rebellion! Rebellion!"

"Guys, what are you doing? Help me out!" Leo tells Spin and Bob "No way! Sebastian's right. We never should've trusted you!" Spin says.

"Come on, Bob, don't let them do this!" Leo says "In case you haven't noticed, I kind of follow the herd." Bob says.

"Rebellion! Rebellion!" Thwy keep saying "I'm warning you, stay back!" Leo says

Leo fires laser sphere, everyone gets down dodging It "Yeah, that's right. Stay back, or I'm gonna come after you." Leo threatens.

━━━━━━━ •♬• ━━━━━━━

In the common area.

All three pairs are still fighting, Lexi uses her molecular manipulation to shatter a chair

"Okay, these are leather boots. And you're dead." Bree says and continues to fight with Lexi.

McKayla gets up and sees Chase and Sebastian fighting, Sebastian pins Chase on the ground while dueling with their laser bos.

"Once I have my bionic army, anyone who stands in our way will be eliminated." Sebastian says "Not with me here!" McKayla runs towards Sebastian and pushes him, she avoids the laser bo and punches him under the chin.

Chase gets back on his feet "McKayla!" Chase goes to her at the moment she spins and kicks Sebastian, by reflex he fights back at the same moment Chase approaches and defends her with the laser bo blocking Sebastian's laser bo, He and McKayla have their backs to each other.

"I defend. You attack" Chase says "Got it!" McKayla says, Chase pushes Sebastian's laser bo and in the meantime McKayla comes out from behind Chase and kicks Sebastian, Chase uses the laser bo to hold Sebastian's, McKayla punches him in the stomach and pushes him.

━━━━━━━ •♬• ━━━━━━━

In the hydraloop.

"If I had a way to splice these wires, I could build a transmitter and call for help." Donald says "And if I had hardboiled eggs and mayo, I could make egg salad. But I only have the mayo." Perry takes out mayo packet.

Mason rolls his eyes "It doesn't matter. We're doomed!" Perry says "Oh, no. I am not gonna leave the planet watching you suck on a mayo packet!" Donald says "There's gotta be something here I can use to save us." Donald says.

"I'm willing to take risks in the open sea, I would swim to China to get away from Mrs. May Mayo here" Mason says pointing to Perry.

Perry shakes his head in disbelief "I can't believe this is the end. I always thought there'd be a chance for me to change and be nice. You know, make a good showing at the finish line" Perry says "Uh-huh." Donald fiddles with the wires and seats trying to find a way out.

"I'm serious. You may find this hard to believe, but I've done some pretty bad things." Perry says "It's good, it's late" Mason says.

"I probably shouldn't have stolen that money from those little girls selling cookies, but it taught them a valuable lesson. Don't ring my doorbell." Perry says "Is it me, or did this hydraloop just get smaller?" Donald says "Maybe it's hatching" Mason says.

"Well, I am known for my 4 o'clock bloat." Perry says "Ah-hah! Just what I need. Ha!" Donald rips piece of cloth from the seat "Well, how is that supposed to help-argh!" Donald shoves the cloth in her mouth.

Mason sighs "Thank you" he says.

━━━━━━━ •♬• ━━━━━━━

In the training area.

Leo hears noises of fighting in the other room "Those guys need me. I gotta get in there!" Leo says "Not on my watch, punk!" Spin says "Yeah!" The students agree.

Leo fires a laser sphere at them "Ahh! I said back off, or the next one's not gonna miss!" Leo drags Spin and Bob to the other side of the room "Come on, if the tables were turned, I'd help you. Like, say, for instance, oh, I don't know. You call me in a panic because you are stuck in quicksand!" Leo says.

Bob laughs "Hey, that did happen." Bob says, Spin rolls his eyes "Why should we help you save the people who destroyed our father? Sebastian said that we...""Sebastian's just gonna control you the same way Krane did." Leo tells Spin.

"Big D gave you the best gift anyone can have: the freedom to think for yourself." Leo says "Yes! Finally, I get to think for myself." Bob says, He turns to Spin "Spin, what do I do?" Bob says.

"Look, Krane didn't care about you. At least Big D does. If you won't do it for me, do it for him. Please. He deserves a chance to explain everything. You at least owe him that." Leo says threatening students by keeping their hands raised.

"Fine. But how are we gonna get out of here? We're on lockdown." Spin says "Maybe someone can spin through the floor like a drill so I can tunnel out." Leo suggests "On it." Bob starts to spin around in one place "Is it working?" Bob asks, Spin and Leo glare at him confused.

"Yeah, I was thinking maybe Spin could do that." Leo says "Maybe? Some of us have had our bionics longer than a week." Spin smirk "All right, settle down, Turbo." Leo says.

"We need to create a distraction. We need to turn their attention to another target." Leo and Spin turn to glance at Bob, who then glances in the same direction.

"You're the target, Bob." Spin says "Eh, not the first time I've heard that." Bob walks over the other students "Hey rebels, fall up. I have a plan to take down Leo. But first, how about some magic? Who here has three rings I can borrow?" Boa tells the students.

"Okay, here goes." Spin makes a tunnel into the ground with his cyclone ability.

"You know what, forget the rings. Does anybody have a lady, a box, and a saw?" Bob betrays the students and Spin returns to the surface.

"There. That'll get you through the vent system. You won't be able to see anything, but you can feel your way through and crawl through the other side." Spin says "Got it. Thanks. You did the right thing." Leo tells Spin who smiles at him, Leo jumps into hole.

"Hey, Spin, did Leo get away yet, or should I keep distracting them?" Bob says, Spin gives Bob a silent gesture "Oh, I mean, ta-da! I made him disappear." Bob tells the students.

━━━━━━━ •♬• ━━━━━━━

In the Mentor's Quarters.

Leo falls out of the vent "Ah-ha!" Leo gets up "Wrong room." Leo says.

In the common area.

All of them are still fighting. McKayla and Chase maintain the strategy where she attacks Sebastian while Chase defends her by deflecting Sebastian's laser bo.

McKayla pushes Sebastian, he tries to hit her and she dodges with a somersault and Chase holds Sebastian's bo laser "You ready to give up yet?" Sebastian says "I could do this all day." Chase says.

"Trust me, you won't last that long." Sebastian hits Chase in the stomach and he falls to the floor, Sebastian raises his laser bo to finish Chase when Leo lands on him from the ceiling above.

"Yes! Three rooms later, but I finally got it." Leo helps Chase off the floor "Leo!' McKayla smiles "Hey, Leo, thanks for "droppin in."" Chase smirk "Come on, I was gonna say that." Leo says.

"Ha! Now it's Five against three. Wait! One, two, three, four...Oh, yeah! I'm right!" Adam says "You Sure are" McKayla says "Bring it on." Lexi says.

Bree and Chase nod to each other, and trick Lexi into running and getting tangled in a bench.

Adam and Tank resume fighting, and Adam passes Tank to Leo, who lifts him up in the air "Ahh! Time to take out the trash." Leo throws him out the giant window in the back of the room.

"People!" McKayla says Sebastian gets up and starts using his bionics to try to shoot them.

Everyone hides behind a "Come on!" column. Chase pulls McKayla by the arm behind him.

"How'd you do that?!" Chase asks Sebastian "Remember how you unlocked my new ability? Well, once you gave me Mr. Davenport's password, I unlocked them all." Sebastian says.

Chase sighs and McKayla Adam, Bree, and Leo look at him in horror.

"What kind of smartest guy in the world gives someone a secret password?" McKayla says "You have got to be kidding me." Adam says "Yeah, not even Adam would do that" McKayla says "Yeah!!...Hey!" Adam looks at McKayla who shrugs awkwardly.

Sebastian tries to shoot them again "How can he use all of his abilities at once?" Bree asks "He can't. Not for long. If we can get him to max out his abilities, it'll fry his chip." Chase says.

"And he doesn't know that?" Bree asks, Chase shakes his head "Finally! Something you didn't share with your BFF." Bree says sarcastically "He was never my best friend Okay?" Chase says.

"Just follow my lead. We have to keep him on the offensive." Chase says and comes out from behind the column "Hey, Sebastian, let's see what you got." Chase says, Sebastian fires heat vision at Chase, which he dodges.

"Over here!" Bree says, Sebastian uses pyrokinesis, which Bree dodges "Hey Seb i'm right here!!" McKayla says and he throws a laser sphere that she quickly deflects "Hey, Sebastian!" Adam says, Sebastian growls "Hit Chase again" Adam hides.

Sebastian fires at Adam, and his bionics begin to glitch uncontrollably "It's working." Chase says "Ooh-ooh-ooh. It's like a firework show. I bet this is his big finale." Adam says.

"Ohh, what's happening? How do I make it stop?" Sebastian says under an uncontrollable bionic glitch "You can't." Chase says "But if you could, I'm sure Chase would've told you how." Bree says in a sarcastic tone.

Sebastian begins to lose control and stands there, shuddering "Things didn't have to end like this, Seb," McKayla says, approaching him with the others "Your rebellion is over." Chase shoves him onto the floor.

McKayla sighs slightly upset "Wait. What about Mr. Davenport?" Bree says "And my dad?" McKayla says "Quick! Check the feed." Chase says as they run over to the console to see a blank feed "Mr. Davenport!" Chase says.

"Wait, why can't we see anything?" Adam says "No" McKayla says "The oxygen level in the hydraloop is at...zero." Leo says upset, they look at each other in distress until they hear Donald's voice.

"Will you stop sweating on me?" Donald tells Perry. Donald, Mason and Perry walk in holding a large cylinder "That's not sweat. My mayo packets exploded." Perry says "I swear I will never eat anything with mayo again." Mason says.

"Father!" McKayla smiles and runs to Mason "Hi princess, I'm glad you're okay" Mason says "You're alive!" Chase says "But how did you escape?" Bree asks.

"Found an emergency escape pod in the hydraloop. Who knew?" Perry says "Yeah, I really need to start attending those safety meetings." Donald says "Yeah me too" Mason says

"That does not look big enough for three people." Leo says "It's not" Donald says with his voice cracking "Hell is real" Mason says scared "Oh, please. I've wiggled into smaller things than that with bigger men than you two" Perry walks out and everyone looks at each other with confusion and disgust.

━━━━━━━ •♬• ━━━━━━━

In the common area.

Sebastian, Lexi, and Tank are on the floor handcuffed "The authorities are on their way to pick you guys up." Donald says.

"This isn't over. We will get our revenge." Sebastian says "I don't think so. You're gonna be locked up for a very long time." Donald says.

"You really think prison bars or handcuffs can hold me?" Sebastian attempts to break out of handcuffs and fails "Not gonna work. While you were unconscious, we removed your bionic chips..." Bree covers Chase's mouth "Stop telling him stuff." Bree says "You have been saying way to much to him" McKayla says, Chase rolls his eyes.

"All right. Let's hit it, Sturdy, Creepy, and Butch. You know, for once, it's nice to be on this side of the cuffs." Perry says, Donald frowns and Perry walks out of the room with Sebastian, Lexi, and Tank.

"So you helped capture these rebels" Mason asks McKayla "I did what I could, after all I still haven't...."" She was a huge help sir" Chase interrupts her, McKayla and Chase look at each other quickly.

"I can see that, I'm proud of You daughter, it means your training is paying off" Mason says "Thank you dad" McKayla smiles "Now excuse me, I really need to talk to your mom" Mason says with a stunned look of someone who needs his wife's comfort and leaves.

"Now all we have to do is convince the rest of the rebellious bionic students not to rip us apart!" Leo smiles frustrated "Yeah, but first, I need a couple of hours to wash the Perry off my...everywhere" Donald says stunned and leaves.

━━━━━━━ •♬• ━━━━━━━

Donald, Adam, Bree and Chase meet with the students in the training area to explain the situation.

"And so, the reason Mr. Davenport didn't tell you guys about Krane was because he was trying to protect you." Chase says.

"Just like he was trying to protect the three of us when he didn't tell us that Douglas was our real creator. Mr. Davenport was just looking out for you. Does this all make sense?" Bree asks, the students nod.

"Yeah, but I think the real takeaway here is...that it was all Chase's fault. Goodnight, everybody." Adam.runs off the platform, Chase looks at him indignantly and everyone in the training area starts to leave.

McKayla sighs and remains in place as Chase searches for her until their eyes meet.

Chase goes to her "are you okay? I know today was a mess but." Chase says "I'm fine" McKayla says and nods, the two look at each other for a few seconds.

McKayla sighs "Why did you unlock that ability for Sebastian?" McKayla asks, Chase sighs.

"I want an honest answer Chase" McKayla says putting her arms back, Chase shakes his head "He gave me a talk, and manipulated me into doing that, with my weak point..." Chase says "That is...?" McKayla asks, Chase steps forward. "You" Chase says.

McKayla looks away, Chase is reluctant but he has to ask "You told Sebastian that you loved me?" Chase asks, McKayla scoffs and shakes her head "Obviously I love you" she thinks.

"Okay...I don't get It!" Chase says, McKayla crosses her arms "if you really... Why didn't you kiss me that night?" Chase says, feeling the weight being released by simply asking what he wanted to ask all this time.

"I was upset, and confused. I never wanted to hurt you" McKayla says "You did" Chase says "You did too!" McKayla says "what did I do?" Chase asks "I...okay" McKayla sighs.

"First of all, everything made me think that you didn't feel the same way I felt about you. That you at most saw me as just a crush when I wanted so much more than that" McKayla says with her eyes slowly starting to water, Chase looks at her confused.

"And when I came back from Chicago, the first thing you did was go to your house..." McKayla says hurt, Chase frowns "and I saw you with Sabrina and...I felt the worst feelings I could have at that day, I wasn't ready Chase." McKayla says.

"You really felt that bad about it?" Chase ask "I thought I was the only one" McKayla swallows hard Chase shakes his head "But you are!" Chase says, McKayla crosses her arms.

"You're literally the only thing I think about so much that I almost put everyone at risk because of it" Chase says "Chase don't play with that" McKayla says "I never did that" Chase says.

McKayla wipes away a tear that ran down her face, Chase just watches her, almost as if for the first time he is seeing her with a transparency of feelings he has never seen before.

"Chase....I miss you" McKayla says tearfully, Chase sighs "I want to go back to what we were!" McKayla says, Chase takes a deep breath "But i don't" Chase says seriously.

"I want to be much more than what we were" Chase thinks, McKayla sighs and looks down "McKayla..." Chase says putting his hand in his pockets.

"Do you want to go out with me on a...date?" Chase says, when she looks at him again her eyes light up and Chase releases the breath he was holding, McKayla smiles wildly.

━━━━━━━ •♬• ━━━━━━━