It was a grey cloudy day, and there was a gloomy mood in the air. The weather was turning and so was the blading world.

Count Nightfell was officially Bc Sol's prisoner or guest depending on the perspective. Like a prisoner they kept him in one of the dorms giving him food and drilling him with questions. That morning Valt and the rest of Bc Sol put together a list of questions. Some of the questions he easily answered like "How did Phi and Theodore meet?"

While others he was more cryptic like "How did Phi corrupt bladers?"

The morning after eating breakfast BC Sol met up again to decide what to do with their "prisoner"

Everyone gathered again in the gym once again. Fighting had settled down but people were still left wondering what they were going to decide today.

"Thank you all for coming today again on such short notice. As you all know Count Nightfell has been working with Theodore and Phi. We can't just keep him around BC Sol but we can't just let him go. Today in this meeting we need to brainstorm ideas on how we should handle this. Does anyone have any ideas?"

The room was silent as bladers were looking at each other.

In the front row Hoji raised his hand.

Hoji?"

"We could tell WBBA?"

It's true they could involve them but why would a bunch of grownups believe kids who claim an evil mad man was trying got take over the blading world with his army of corrupted bladers.

"Maybe..."

The problem with the Count was that he wasn't corrupted. He willingly joined Phi and Theodore's cause so turning him to their side would be hard. But maybe they didn't have to...

"How about this, instead of trying to turn Count Nightfell to our side we use him to our advantage."

Sasha raised her hand.

"Yes Sasha?"

"What do mean by using him to our advantage?"

"Good question, what I mean is why don't we send Coun Nightfell back to the Dread Tower as our spy?"

"That's a good idea, Valt."

******

For the rest of the morning Valt, Aiger, Sasha, Rantaro, Lui, Shu, Drum, Hyde, Silas, Boa, Norman and finally Ben gathered in the gym to watch the Count's trip back to the Dread Tower.

Surprisingly, Raul managed to install a camera on the Counts Hat while he was knocked out and after waking up Valt told him they decided to let him go.

The Count was a little suspicious but went anyway going back to the Dread Tower.

The group gathered in the gym, and some bladers even had popcorn like Rantaro. The whole thing reminded Valt of a huge sleepover even though it was daytime still.

Everyone gathered around, as The Count entered the Dread Tower. The majority of the morning was pretty boring with the Count on his flight or in the taxi. But now things were getting interesting.

The large gates opened revealing Theodore Glass standing with his hands behind his back. He seemed impatient or on edge but the Count didn't notice.

The camera gave off feedback as the Count walked towards Theodore.

"Did you pig!" Hoji yelled.

Everyone shushed him, overlapping on the Counts conversation with Theodore.

"Count Nightfell, back so soon? Anything new with Valt and his little fan club?" Theodore put his arm around the Count making him shiver. Theodore guided him through the courtyard.

"He's building his own army to fight against us and he's been gathering bladers from around the world including Norman Tarver and Boa..."

"Enough about them Nightfell, tell me have you ever actually been inside this  magnificent engineering marvel?"

Count Nightfell was taken aback by this question.

"No Sir, I've never...."

"I'll give you a tour of the facilities then, right this way." Theodore gestured to a long dark hallway.

The Count followed from behind.

Valt glanced over at Shu to see him on the edge of his seat squinting his eyes. Valt could instantly tell something was up.

Walking down the hallway, it was eerily lit with some of the lights flickering. But what was worse was the jail cells. Metal doors with bars in the windows and some had skeletons inside.

Some bladers looked away from the screen unable to unsee the horror.

Theodore told him those were leftover Halloween decorations to scare off intruders but Valt wasn't sure.

At the end of the hallway was a huge metal door, Theodore typed in the code. The door made a clicking sound opening slowly, air rushed out to escape.

Inside was a lab with all sorts of experiments, mixtures and compounds. In the center of the room was a bed, but this was anything but a normal bed. Lying on the sides were arm and leg restraints. It was something straight out of a mental asylum or a hospital.

Every bone in his body told him to look away but he just couldn't. Even Shu was finding it difficult to watch. At this point Sasha had left along with Ben, Drum, Joshua, Clio, Wakiya, Hoji.

After seeing some training rooms and dorms everyone was a bit more relaxed. But after passing Theodore's office along with Evel's Lab, and a few more rooms the Count managed to slip away for a few minutes. Another big imposing metal door stood with the window tinted black.

Cracking the door open, it was a large room with piping going up to the ceiling. A large machine was in the center but before the Count could go in Theodore out his hand on his shoulder.

Pulling him away he closed the door.

"Curious, are we?"

"Just looking around that's all sir."

"You know for being a spy you're really oblivious to things. For instance,"

He took away the Counts hat and pricked off the tiny camera. Throwing the hat back to him he caught it, almost dropping it.

"While you were "their prisoner" they managed to sneak a camera without your knowledge. You'd think they would be a bit more careful hiding it but that's kids for you, inexperienced and misleading. Although with the right guidance they could've caught me off guard and maybe perhaps they could've learned something useful."

Letting out a sigh Theodore wiped off the camera holding it up.

"Count Nightfell, you're relieved of your duties for being our spy. In the meantime you'll serve a new purpose, like all the other bladers you can be easily replaced. I'll let Phi decide what he wants to do with you. Guards take him away."

Two knights grabbed the Count as he was kicking and sobbing. The look of pure terror was on his face at the mention of Phi.

"No! Anything but Phi! Please don't let them take me away. I don't want to become one of them!"

"You see that's the thing about trust Count Nightfell it's like a privilege. It can be easily given to you but at the same time it can easily be taken."

The guards dragged the sobbing Count away down the hallway out of the camera's view.

"Guys! We have to get Count Nightfell back! I know we can still save him, if we band together we can..."

"Valt I know you care for everyone but I don't think it's worth it he's probably....gone." Shu said putting his hand on Valt's shoulder.

Valt looked down with a painful look, once again another blader had fallen victim to Phi and Theodore.

"Valt Aoi, I had almost forgotten you were still watching. I didn't even think you cared about Count Nightfell."

"Of course I do! Everyone matters!"

"But that's where you're wrong Valt, you should've taken my deal. As you all know BC Sol, Phi and I have been developing a way to harness a new kind of power. It has been a long process but we have been getting closer. The final showdown, while inevitable, is premature. While it would be easy to just take away your power...I won't. This won't be a war if either side had a chance of winning now wouldn't it? What you have seen today will serve as a warning. If any of you stand in my way you will meet the same fate."

"Then why host Phi's tournament at the Dread Tower where you could possibly be exposed?" Shu asked.

"Very observant as always Mr. Kurenai, it's the same reason why I gave you a tour of the facilities. Or Count Nightfell in this case..."

"But why here?"

"Why not? The Dread Tower is most certainly an engineering marvel of its time and most of its secrets aren't even uncovered yet. But having the tournament here doesn't matter. In fact I wanted bladers to find jail cells like this to prove that I'm not afraid. Power is all that matters."

"Battles aren't meant to just about power! They're meant to be fun! They're meant to have fun even when you lose so you can get better! But battling isn't just about getting stronger or powerful it's also about friendship! At the end of the day that's why we blade!"

"Don't you get it, all this power... is wasted on battles of all things! When there are far greater uses. There are secrets about your beys you can't even comprehend! Secrets about Free De La Hoya."

"Free?! What about him? What have you done with him?!"

"Valt calm down, it's okay."

"Oh dear, I've said too much. Well I suppose you'll find out sooner or later. Let this be a warning: anyone who gets in my way is my enemy. And now you all know what we do with our enemies."