Season 2, Episode 5
Air date March 14, 2016
Written by Dioga beta
Directed by Dioga beta
Episode Guide
Cyber Tech Academy
Wash the Spider Out


It is night near the outskirts of Domino City, as a battle occurs. Yami is transformed into a humanoid turtle, resembling Terraspin. His flipper arms are thinner, and have goat hooves on the ends of them, while the feet remain the same. His shell is smaller without a point at the top, as the head is round, white fur going around his eyes resembling a mask. He has ports on his stomach, and the Dueltrix on his chest.

Terrafoo: What’s the matter? Can’t handle a little turtle power?!

Rafael fires lightning from his towers, as Terrafoo creates mana nun-chucks in his hands. He twirls them around, deflecting the lightning. Kalin dashes at and lunges at Terrafoo. Terrafoo morphs the mana nunchuck into a mana staff, blocking and tossing Kalin overhead. Kalin spins and lands on all fours, snarling.

Kalin: Run all you like! When you’re my prey, you never get away!

Kalin dashes in, scratching at Terrafoo. Terrafoo spins, the claws scratching his shell. Terrafoo slams his flipper arm into Kalin, swinging the mana staff around to slam into Kalin’s head. Kalin is knocked away, as Terrafoo forms mana sai, as he throws them, pinning Kalin’s hands to the ground.

Terrafoo: Now, time to go half shell!

Terrafoo blows wind from the ports on his chest, blowing himself back, skidding backwards on his shell, going to ram into Rafael. Rafael kicks at Terrafoo, who leaps and flips sideways to dodge, forming a mana sword. He stands and slashes at Rafael, who backs up and fires lightning. Terrafoo cuts through the lightning with the mana sword, as he pushes closer to Rafael. Kalin appears to the side, firing a sonic howl. Terrafoo leaps over it and lands behind Rafael. Terrafoo swings his mana sword, as Rafael spins, taking the blade with his arm, it not piercing. Rafael punches Terrafoo with a lightning fist, knocking Terrafoo back. 

Kalin: We’ve got him! We’ve got him!

Rafael: No. We aren’t supposed to take him out yet. The Dark One wants to kill him himself.

Kalin: I’ve been dying to dig my fangs into him forever now!

Terrafoo: Good thing I’ve got a tough shell.

Terrafoo drops from above, kicking Kalin in the face. Terraspin spins and punches Rafael, him stumbling back.

Terrafoo: And am a true ninja turtle! Terrafoo!

The power goes out, the lights from the buildings and streetlights going out all at once. The area goes pitch black, when Terrafoo’s shell glows with mana, lighting the area up. Rafael and Kalin are gone, as Terrafoo reverts.

Yami: Gone. I thought I had them this time. You can’t hide forever! (Sighs) Next question, what caused the blackout?

End Scene

Yami arrives at a power grid, where sparks of electricity are shooting into the sky, uncontrolled as if being absorbed. Yami moves closer, seeing a large, monstrous shadow.

Yami: Well, this definetely qualifies as something I would handle. 

Yami draws two cards, the cards both having question marks on it. Yami looks confused, as he puts them back, drawing two new ones. They both have question marks as well, as Yami sighs, placing the cards on the blades. 

Yami: I don’t like this. At all. Either way, let’s see what I get.

Yami slaps down the Dueltrix, releasing a purple light. He transforms into Crashocker, as he looks at himself.

Crashocker: Crashocker? Well, considering I had no control over the fusion created, it could’ve been worse. 

Crashocker looks around the corner, as Terroranchula Seeker towers over him, ready to slam his arms into him. 

Crashocker: Yikes!

Crashocker hops backwards, as Seeker hammers his arms into the ground. Crashocker hops in to ram Seeker, as Seeker moves and catches him with ease, flailing him into the ground. 

Crashocker: Well, that hurt. Let’s try, this!

Crashocker releases lightning, as Seeker cackles, absorbing the lightning.

Crashocker: Oh. That makes sense if you’re the one manipulating my Dueltrix. 

Crashocker brings his legs in, as he kicks Seeker off, him stumbling back. Crashocker hops backwards, landing on a metal pillar. Seeker holds his hand up, firing a red energy beam at Crashocker. Crashocker leaps back to dodge, the blast destroying the pillar, electricity sparking and shooting out like a geyser. Seeker smacks his lips, as he hops over, absorbing the lightning.

Crashocker: Feeds on electricity. I don’t like this one bit. 

Crashocker reverts, as Yami draws two cards. They both have question marks, as he places them on the blades, slapping down the Dueltrix. He transforms into a fusion of Jury Rigg and Buzzshock. He is the size of Jury Rigg, with Buzzshock’s cylindrical body. It has Jury Rigg’s arms, hands, tail, face, nose and helmet, while having Buzzshock’s black body and feet. 

Jury Shock: Jury Shock? This has got to be, the worst combo for this particular fight ever!

Seeker lunges at Jury Shock, who breaks into electricity, flying off to dodge. He enters into the circuitry of the pillars, as one of them explodes. Jury Shock comes out, cackling menacingly.

Jury Shock: Destroy! Destroy the entire power grid to keep you off my tail!

Seeker leaps into the air, coming crashing down at Jury Shock. Jury Shock breaks into electricity to dodge, as Seeker’s foot breaks the pillar, it erupting with electricity. Seeker doesn’t get distracted this time, sniffing the air to track Jury Shock down. Jury Shock reappears at a console, going into it and causing it to explode, getting Seeker’s attention. Seeker approaches, as he spins, grabbing a stream of electricity as it flies off, squeezing Jury Shock.

Jury Shock: Let go! Let go, go, go! 

Seeker squeezes Jury Shock, releasing electricity to absorb. Jury Shock then bites into Seeker’s finger, Seeker scowling and throwing Jury Shock, who reverts. 

Yami: Oh, you’ve got to be kidding me. 

Seeker punches Yami, sending him flying. Yami activates and slaps down the Dueltrix, as Amp-Eye comes crashing down, groaning. Amp-Eye sits up, rubbing his head.

Amp-Eye: Well, that could’ve gone better.

Seeker comes crashing down towards him, as Amp-Eye rolls to dodge, getting behind Seeker. Amp-Eye looks at Seeker, seeing it in electric signals. The only irregularity is a black spot on the back of his neck.

Amp-Eye: Huh? I thought that thing was acting on instinct, but really…

Amp-Eye’s vision zooms in on the black spot, revealing that it is a dark energy spider. Seeker turns, firing an energy blast. Amp-Eye leaps over it, jumping off Seeker’s head, soaring through the air. He stretches his tentacle arms, pulling himself up onto a roof. 

Amp-Eye: If this thing’s being controlled, then there has to be a source for them.

Amp-Eye opens all his eyes, seeing the electric signals over the entire city. He finds black spiders spread over the city, all congregating towards a mass of darkness, towards Domino Square.

Amp-Eye: There again? Well, it is a good location for a battle. 

Seeker leaps after Amp-Eye, as Amp-Eye jumps to dodge, taking off towards the square. Seeker is in pursuit after him.

End Scene

On the other side of town is a prison, The Facility. Inside a cell there are Jack Atlas and Jim Cook, the two wearing orange jumpsuits. Jack paces anxiously, as Jim lies on his bed.

Jim: No point driving yourself mad, mate. Our actions weren’t as extreme as the others. There’s no way our sentencing will be as harsh as any of the others. We’ve got genes on our side too.

Jack: Have you seen the news?! The Enforcers is all but dead! The mantle wasn’t picked up, and our ideals die with us in prison! You really think that’s alright?!

The door of their cell then opens, as Jack goes out it, looking. All the other cell doors are open as well, as prisoners begin to investigate.

Armstrong: (Over intercom) All prisoners, report to the square. 

The prisoners all move in an excited manner, all eager to go and to escape. Jack and Jim follow, though Jim doesn’t look too pleased. 

Jim: What is going on? 

Jack: Who cares? They pass an evidence room, the door to it open. Jack heads in, smirking. 

Jack: Let’s get our stuff. As long as the door’s open for us.

Jack and Jim change out of their prison jumpsuit and get their regular attire, Jim relieved to have his cowboy hat back. Jim puts his whip on his belt, as the two head out towards the square. Several prisoners are out in the prison square, led by Mr. Armstrong, a black fat security guard.

Armstrong: You now serve the desires of the Dark One! You shall now do as He wishes, and destroy all in your way!

Prisoners: (In trance) Yes, Mr. Armstrong.

Jack: (Walking towards the group) What are they doing? This a riot or something?

Jim: Jack, back!

Jim draws and cracks his whip, striking something in the air. The object breaks and releases a burst of darkness, catching Jack’s eye.

Jack: What was that?!

Jim: Some kind of spider thing. All of them have one on their neck! 

Jim cracks his whip, striking another shadow spider. Mr. Armstrong and the prisoners begin creeping over towards them, moving like zombies.

Prisoners: (In unison) Join us. Join us. Join us! Join us.

Mr. Armstrong: Capture the non-believers.

The prisoners all reach for Jack and Jim, Jack shoving and punching them away. Jim whips at their feet, forcing the prisoners to stay back. Mr. Armstrong approaches, sprinting at them.

Jack: You serious, fat man? I’ve been looking forward to this.

Jack sidesteps as Mr. Armstrong charges past, leg sweeping him to the ground. Mr. Armstrong hits the ground, groaning.

Jack: Jim, we need to get out of here!

Jim: (Whipping prisoners away) Little easier said than done!

The glass ceiling above is broken, as two soldiers repel down on cables. One is Tyranno Hassleberry, who is a mixed race African American wearing a sleeveless yellow jacket, green shirt and beige combat pants. He has a bandana on his head, which resembles a dinosaur face. He has dreadlocks sticking out from behind the bandana, and is very muscular. The other guy is Bolt Tanner, a muscular man with spikes in his blue hair, with criminal markers on his face. He wears a brown vest with a blue shirt on underneath, and brown khakis. The two unclip from their harnesses, as they begin punching the inmates.

Hassleberry: Atlas and Cook! Attention! Get yourself secured in the harnesses and move out!

Jack: Nobody orders Jack Atlas around!

Jim: Jack, this is a prison break! Just listen and move it!

Jack grunts with annoyance, as he runs over to the harnesses. Jim backs up towards the harnesses, whipping at the prisoners and spiders. Hassleberry does a barrel roll, rolling and leg sweeping several of them. Jack and Jim are secured, as they are retracted into the sky, being raised into a helicopter. A man in a biker’s outfit with spiky brown hair is flying the helicopter.

Valon: Targets are secured! Hassleberry, Bolt, get on up here!

Hassleberry’s pupils narrow into reptile-like slits, as he releases a menacing roar. The prisoners back off, as the harnesses are re-lowered, as Hassleberry and Bolt simply grab onto the cable, them being pulled up. The helicopter rises into the air, and flies away from the Facility.

Jack: (Yelling) What’s going on?!

Valon: Relax, mates! All will be explained at the headquarters!

The helicopter flies over the city, as Jack turns to Jim.

Jack: (Yelling) How could you see those spider things?!

Jim sighs, as he removes the bandages over his right eye. It reveals a mechanical eye, resembling the Eye of Wdjat.

Jim: (Yelling) The Eye of Orichalcum! Got it after losing my old eye. It allows me to see what can’t be seen, like the mind, but in this case, those tiny spiders! They control minds somehow!

The helicopter lands at the helipad outside of Kaiba Corp, the group disembarking after landing. Jim looks impressed, but Jack has a menacing glare, directing it at Bolt. Bolt spots this, and returns it.

Bolt: What are you looking at, pretty boy?

Jack: Just a sorry piece of trash from the East. Who’d you have to threaten to get where you are now?

Bolt: What was that?! You’ve got a lot of nerve, you privileged prat!

Jack and Bolt lunge for each other, as Valon, now sporting robotic armor, gets in between them, thrusting them back and pushing them to the ground. He has a blue and white chest plate, gauntlets, boots and helmet, them connected together. 

Valon: Alright, now take a chill pill, blokes! The boss wants both of you, and we don’t have time to mess around!

The group head for the door, as the glass door is shattered. A figure wearing a black faceless mask, has grey hair, a red cloak with white shoulder pads with a cape is at the door. A swarm of shadow spiders crawl along the ground, the figure controlling them.

Amneal: Servants of Kaiba! You shall fall before the grace of the Dark One!

Hassleberry: Atlas and Cook, hold your ground. You guys are vulnerable to those things for the moment.

Jack: You aren’t?

Hassleberry: Nope!

Hassleberry looks at Jack and Jim, revealing his reptile like eyes.

Hassleberry: I resist mind control, thanks to my Dino DNA!

Jack: Another halfbreed freak?

The spiders swarm at them, as Bolt’s arms morph into cannons. Bolt fires sonic blasts from them, destroying the spiders with ease. Valon runs through them, causing spiders to be flung into the air. The back of Valon’s neck is protected, as he goes to punch Amneal. Amneal catches the fist, the two in a deadlock to push through. Hassleberry stomps several spiders, being immune to their attack on him. Jim uses his whip to keep the spiders at bay, though they continue their march.

Amneal: Give it up! My power has been blessed by the ancients! You cannot stop me!

Valon: Maybe not. But I can still punch your lights out. 

Valon pushes through, punching Amneal in the face, cracking his mask, it sliding off his face. It is revealed to be Professor Banner, with veins bulging on his face. 

Jack: The teacher from Domino Academy?

Amneal howls, as the spiders form a wall, encasing him. The spiders disperse, Amneal being gone.

Jack: Okay, can somebody please tell me what the heck is going on?!

Voice: I will take the time to explain it. 

Jack turns, seeing Noah Kaiba walking towards them.

Noah: Though, we will have to be quick. I am in need of the Enforcers.

End Scene

In the conference room of Kaiba Corp, Noah is sitting at the end of the table, with Jack Atlas, Jim Cook, Tyranno Hassleberry, Bolt Tanner and Valon across the table. 

Jack: This better be good. I don’t like the fact that I’m working for Kaiba.

Noah: What’s the problem with Kaiba Corp? We are the leaders in technology in order to fight the half-breed…

Jack: After Gozaburo Kaiba was the one responsible for creating them. As far as I see it, you need to be taken care of the same as the half-breeds.

Noah: Maybe we can come to an understanding. Especially after you hear what I have to say.

Jim: He did break us out of prison. Let’s at least hear him out. 

Noah: Thank you, James. Now, the man you fought outside was indeed Professor Banner. But, he’s not the reason I called you in. It is my lead scientist, Dr. Roman Goodwin. 

The scene changes into a flashback, as Roman and Banner are both working in the laboratory underground. Camula is stuck to a slab, smirking. Roman and Banner are examining tissue samples from her.

Banner: Remarkable. It seems like the alien DNA inserted in her has caused a delay in the aging factor of her cells.

Roman: It has also caused dramatic shifts in her muscles, giving her unique flying abilities and strength. Her physiology is almost completely morphed away from our own.

Camula: It never ceases to amaze me on how ignorant men can be, and how little it takes to excite them.

Roman: Silent! You are not required to talk. Banner, muzzle her.

Banner: (Sighs) Right, right. 

Banner gets a gauze, going to wrap it around Camula’s mouth. She smacks her lips as he approaches.

Camula: Finally. Some fresh blood.

Banner goes to muzzle Camula, as Camula breaks her restraints, extending her head forward, biting into Banner’s neck. Banner screams, as he stumbles backward, falling over. His hair instantly goes grey, as his veins on his face begin to bulge. He gasps for breath, his energy drained. Camula breaks off the slab, as Roman goes for a phone. Camula spits a Corruptula, it flying over and hitting Roman in the forehead. It controls him, causing Roman to drop the phone. 

Camula: Now, now, my dear. Be so sweet and open the door for me.

Roman struggles as he stumbles towards the door, when darkness sparks around his body. It goes up to his forehead, sparking on the Corruptula. Roman turns, his corneas now black with purple irises. Camula looks startled, as Roman holds his palm up, releasing a web of darkness. Camula is ensnared, trapped to the slab. Roman goes over, reinstating the restraints. Roman’s eyes revert to normal, as the Corruptula drops. Roman runs over to Banner, who is holding his neck, groaning.

Roman: Banner! Hang on!

Paramedics take Banner to a hospital wing, as Roman goes back to the lab. He spots the Corruptula on the ground, and picks it up with tweezers. Roman begins studying the Corruptula, the darkness taking control again. Time passes, as Roman dissects the Corruptula, uses his shadow powers to influence the Corruptula, and to begin multiplying them. Roman laughs manically. The Corruptulas become shadow spiders, as several infect the staff at Kaiba Corp, including Banner. Roman approaches Banner, who gasps for breath. Roman pulls out a syringe, injecting Banner.

Roman: (With gravely undertone) You are no longer Banner. You are, Amneal.

Banner opens his eyes, them now red on the irises. Roman and Amneal then go to the prison area, where Seeker is being held. He is controlled by a spider, and is freed.

The flashback ends, back in the conference room.

Noah: Relations with Kaiba Corp are at an all time low. Stocks and sales are down, and no one believes that we are competent to do anything but cause destruction.

Jim: Considering all the company’s done to fuel war, it’s not surprising.

Noah: However, I do have some sense of responsibility. So, with your original Enforcers now officially considered, disbanded, I’ve decided to recreate the group, as a small task force to fight any opposition that we come across. Considering this incident with Roman is slightly the fault of Kaiba Corp…

Jack: You want me to clean up your mess.

Noah: This team needs a strong leader, Jack. It needs you.

Jack: Fine. But, (He points at Bolt.) I am not working the Easterner! He’s tainted, being a cyborg! Such a creature can’t be a part of any team that I run!

Bolt: Oh, so now you’re against my mechanical properties! It’s not my fault that an explosion left me for dead! Without these enhancements, I would’ve died! If not for Kaiba Corp, there’d be no me. I don’t care who you are. (He points his arm at Jack.) I’ll blast you to bits if needed.

Valon: Now, come on. We can all work this out.

Hassleberry: Of course you can. You’re the only one not insulted. When a landslide broke my leg, I was saved when they replaced the bone with a Dinosaur bone. This gave me Dinosaur DNA, giving me enhanced abilities. You consider me inferior as well?

Jim: Your tainted blood would agree with that statement.

Noah: The city and my reputation are at risk. You five are to become, the new Enforcers of the law.

Jack: Who’s law? The law of the city, or yours?

Noah: The one that we shall determine. We will become the new law, and our battle with the half-breeds will lead a revolution, forcing the Police to join our side!

Jim: What about Yami?

Noah: I don’t trust him. And don’t really care for him. But if we can dethrone him as the hero of this town, the world will revolve around us. 

Jack: Fine. I’ll lead your stupid team. But it will be done my way.

Noah: As I expected. Your first order of business, take out Roman and Banner. For that, Atlas, I have something for you.

Noah goes to a closet, opening it. It reveals an exoskeleton suit, it going on the spine, ribcage, back of the arms, hands and legs, the palms and up the back of its neck. Jack fits it on, the wrist gauntlets going around.

Noah: This a proto-type battle suit, known as Blazing Soul armor. It interlocks with your nervous system, increasing your natural abilities. It also boosts its power the more damage it takes. For example, Bolt. Punch him.

Bolt: With pleasure.

Bolt punches at Jack, who catches the punch with his palm. The power behind it is read by the suit, as a red aura shimmers around Jack’s arm. Jack is able to shove back at Bolt, the force sending him flying across the room.

Jack: Ha! No one can defeat Jack Atlas with this!

Noah: Now that you can fight without risk of infection, move out.


  • Yami
  • New Enforcers
    • Jack Atlas
    • Jim Cook
    • Tyranno Hassleberry
    • Bolt Tanner
    • Valon
  • Noah Kaiba


  • Raphael
  • Kalin
  • Seeker (controlled)
  • Mr. Armstrong (controlled)
  • Inmates (controlled)
  • Amneal (controlled)
  • Roman Goodwin (flashback)
  • Camula (flashback)

Aliens Used


  • This episode serves as the first part of the origin story of the New Enforcers.
  • Terrafoo is based off the Teenage Mutant Ninja Turtles.
  • Seeker becomes a major part of the storyline.
  • Noah saying that they will create the law is similar to Doflamingo from the One Piece manga, who says that the winner of the War with Whitebeard would become the law.
  • Roman's darkness manifesting in the form of spiders is based off his monster cards from Yu-Gi-Oh! 5 D's.
Major Characters
Yami | White Dragon | Leo | Luna | Ishizu | Crow | Aster Phoenix | Skurd
Secondary Characters
Pegasus | Police (Detective Trudge, Axel, Sergent Mina, Commissioner Viper, Kaz) | Joey | Mahad | Axel | Mokuba | New Enforcers (Jack Atlas, Jim Cook, Tyranno Hassleberry, Seeker) | Team 4 D's (Blair, Syrus Truesdale, Sherry LeBlanc, Zane Truesdale, Valon) | Asgard (Dragan, Halldor, Duke Devlin, Adrian Gecko, Sartorius, Sarina, Devack, Andre)
Arcadia Movement (Sayer, Aki, Espa Roba, Weevil, Rex, Mako, Bastion, Tania, Mai, Mindy, Bruno, Thunder, T-Bone, Leon, Chris, Dimitri)
Main Enemies
Zorc the Dark One | Diagon | Senator Izayoi | Doma (Dartz, Rafael, Camulla, Kalin) | Noah Kaiba | Marik (Dark Marik) | Yliaster (Jakob, Primo, Lester) | Broder | Meklord Emperors (Skiel, Wisel, Granal) | The D | Yubel | Earthbound Immortals (Ccapac Apu, Aslla Piscu, Uru, Cissu, Wiraqocha Rasca, Chacu Challhua, Ccarayhua)) | Rex Goodwin
Secondary Enemies
Gozaburo Kaiba | Big Five (Gansley, Crump, Johnson, Nezbitt, Leichter) | Officer Trudge | Dr. Roman | Dr. Zigzag | Esoterica | PaniK | Enforcers | Odion | Nightshroud | Shadow Riders | Princeton Brothers (Chazz, Jagger, Slade) | D's Gang (Hunter Pace, Syd Barlow, Trapper, Greiger, Lawton, Nicholas, Hans, Hermann) | Asgard Criminals (Misty, Mad Dog, Mr. Shroud, Titan)
Yami's Aliens
Snare-ye-oh | 8tle | Swampmutt | Ghost Gadget | Rath Arms | Crashocker | Echojaws | Articdrillo | Lode-Stache | Buzzhead | Toemech | The Jetworst | Gold Chuck | Heatfreeze | Ultimate Gymosis | Malem Dust | Armoback | Humungoopsaur | Clockgrade | Dark Portal | Sonic Wisp | Heatdrillo | Dark Rath | Big Jones | Ditto Grade | Atomic-X | UpRigg | ClouAlien | Ghost Dust | Way Back | Nanohopper | Chill Rath | Amp-Eye | Stink Hazard | Spider Trout | Portadrillo | Wildrot | Worst Foo | Davy Back | Ssslumungousssaur | Chromatails | Diagonbolt | Elaskiblast | Gravadactyl | Dark Feed | Goop Chill | Terrafoo | Jury Shock | Franken Grade | Battle Rigg | Diamond Matter | Grey Rath | Clockwork Angel | Grafista | Will-o-Ditto | Toepire | Buzz Cream | Ghosttrack | Dark Stone | Hawk Charge | Dittoneir | Grand Goat | Big Chuck | Fourmungousaur | Rust Angel | Astro Dust | Desert Skull | Big Diagon | Dark Spider | Diamond Angel | Terragrade | Big Arm | Blox'n Lode | Chill Skull | Shock'Em
Nemetrix Aliens
Terroranchula | Magnutops | Chomper Ram | Slamworm | Basilisk | Thunder Log | Crabdozer | TKV | Hypnotick | Fell Wygic | Vicetopus | Seismic Constrictor | Buglizard | Mucilator | Iron Emperor | Muck Rock | Seer Digger | Diomedes | Tyrannopede | Panuncian
Dueltrix | Nemetrix
Dioga beta
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