Something that sounded like a mechanical laughter emanated from within the T5 robot as he absorbed the metallic rodent that had been pestering Vanguard for some time now. RoboSquirrel was now a part of the T5...

"You bastard!" BruteForce cried, running to the robot and hammering away at its fuselage, denting it considerably. As he pounded, one of the T5's tentacles reached down, pulling the fighter from beside him and lifting him into the air. Phillips strained against the tentacle, pulling against it as it lifted him high into the air.

Grissom closed his eyes, straining as beads of sweat began to roll down his face. His teeth gritted in fierce concentration as he attempted to teleport the RoboSquirrel from inside the T5's bowels. He was afraid of 'porting out random bits of circuitry, for fear of damaging the little guy.

Euro continued his assault, to no avail, swinging his mace wildly and colliding with the T5's 'head'. A large chunk of metal flew off with a thunder peal, but the alien tech immediately began to rebuild itself, making the Thunderbird's attack almost moot.

The mysterious stranger stood on the beach, his purple-hued eyes flashing against the lightning emanating from Cicciotto's mace. Almost as if by some strange force of will all his own, the tentacles seemed to avoid him. In response, however, he stood still, staring intently at his injured hand, as if trying to heal it with his eyes.

From the air, Brianna streaked past in a blur, grabbing handfuls of wiring as she passed. She wasn't sure what, if anything, it would accomplish, but she was hoping it would do something. She was out of ammunition for her crossbow, leaving her and her sonic cry to fight off this mechanical monstrosity that lay before Vanguard International.

As she flew by, a mammoth robotic tentacle managed to wrap around her ankle. She continued to fly, but the grip was too great and the woman faltered, just slightly. However, she soon regained her composure and, doubling back toward the android, diving underneath it. Dodging other tentacles as they came toward her, she flew out the other side of the T5's underbelly, where Rama Avatar waited for her, slicing through the tentacle that ensnared her foot.

"Thanks, Rama," she said, smiling.

The Indian merely nodded, accepting her gratitude, before leaping back into the fray.

As Banshee took to the skies, Rama batted at the menacing tentacles of the T5 android almost effortlessly. His focus was great and concentration impeccable. As Caliburn dug deep within the T5 robot, Avatar almost let out a hearty laugh, but caught himself before it slipped out.

Phil Smith, on the other hand, was getting no enjoyment out of this. He fired off a few rounds from his MP5, but realized it was all in vain. To truly go on the offensive, he'd have to start using his posthuman abilities.

Extending his hand, he rocketed into the sky, his mind pushing his body against the ground and raising him into the sky. There, from his perch above the ground, the Unidentified Man began to rip apart the T5 android piece by piece. And, in typical fashion for the robot, he began to reassembled almost immediately the pieces into himself.

"Damn!" Phil thought. "This isn't working!" As he thought on, a giant tentacle came up behind him, swatting the secret agent from his perch, wrecking his concentration.

As the Unidentified Man plummeted, the strong arms of Edulcore Cicciotto were there to catch him. The Thunderbird flew on mechanical wings, setting Phil Smith on the ground.

"Thanks," Phil said, nodding at Ed.

Cicciotto nodded. "Any bright ideas?" he asked.

"I'm working on it," Phil said, running towards the robot. "Cover me!"

Ducking under the T5, Phil reached up, yanking a damaged piece of metal from the robot before it could heal up. Phil looked at a heap of circuitry, reaching his hand in. He began crossing wires, ripping out chips, anything that might shut this creature down.

As he did so, however, sheets of metal began to latch on around him, closing him within the robotic structure. Like RoboSquirrel, he too was being assimilated into the T5's components.

Foreign element detected, Phil heard the massive robot's tinny voice reply. Scanning...

Phil suddenly got the worst migraine of his life. It felt as though something was ripping apart his spine. Like...

...like the T5 robot had spotted the circuits and metal that caused his own powers and was attempting to assimilate them into itself.

Phil screamed as the pull on his brain got harder and harder to fight. The pain shot all through his body, almost paralyzing in its intensity.

Outside the robot, Vanguard fought on as valiantly as possible... until a small, round piece of metal was hurled from the massive 'droid, hitting Grissom on the head with minimal intensity.

"Ow!" he said, holding his hand to his head. "Sonnuva...!"

And, as that happened, the T5 robot just stopped. The tentacles stopped flailing. Ben Phillips dropped to the ground with a heavy THUD as he was released from the tentacle that held him above the ground.

"...the hell?" Phillips said, looking up at the stalled mechanical beast. The mysterious stranger reached down to help the large man to his feet.

"What has happened?" Rama said, walking up to Grissom as Euro and Bri landed just behind him.

"Hell if I know," the thief responded, looking on in confusion.

A loud clatter was heard as the metal bottom dropped out of the T5 'bot to reveal Phil Smith, holding his head in his hands. Rising slowly, he turned to the other members of Vanguard who looked at him, puzzled.

"Don't look at me," he said, shrugging. "It was trying to suck all the circuitry out of my head..."

Suddenly, Vanguard tensed as they heard a familiar, yet deceptively menacing voice emanating from the T5. "Fear not, Vanguard. RoboSquirrel has neutralized the hostile element."

BruteForce's face lit up with sheer surprise. "ROBOSQUIRREL!" he yelled excitedly. "Where are you?"

"I am here," T5 responded with RoboSquirrel's voice. "It would appear that the T5 had never assimilated sentient technology before and, as such, was not prepared for the repercussions of such an action."

Vanguard merely looked on, dumbfounded, as a hole was blasted out of the side of the T5. On the other side, soaring out (with the chorus of "The Battle Hymn of the Republic" playing on its ear-speakers) was RoboSquirrel. BruteForce jumped up and down, clapping his hands as RoboSquirrel flew up to him.

"The T5 element has been isolated into the acorn that was ejected exactly 37.4 seconds ago," he said as matter-of-factly as a mechanical squirrel can.

"Y'mean this one?" Grissom asked, pointing to the thing that had hit him on the head just moments ago.

"Affirmative."

Montag's thick boot heel collided with the acorn, breaking the thing into tiny pieces. "So..." he said, looking up, "we done?"

"Not yet," Ed said, his eyes narrowing. "Where's Merlin?"